77064 Federal Register / Vol. 79, No. 246 / Tuesday, December 23, 2014 / Notices 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(4). 

10 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 amendments also update certain of the 

corporate governance documents to reflect prior 

transactions. 

5See Securities Exchange Act Release No. 73531 

(November 5, 2014), 79 FR 67215 (‘‘Notice’’). 

6For a more detailed description of the 

anticipated steps to effectuate the Transactions, see 

Notice, supra note 5, at 67216. 

7Each of Deutsche Bo ̈rse, Eurex Frankfurt, Eurex 

Zu ̈rich, and EGD is referred to as a ‘‘Non-U.S. 

Upstream Owner’’ and collectively as the ‘‘Non-U.S. 

Upstream Owners.’’ 

(B) Self-Regulatory Organization’s 

Statement on Burden on Competition 

All Participants would be subject to 

the proposed change, and therefore DTC 

does not believe that the proposed rule 

change would have any impact, or 

impose any burden, on competition. 

(C) Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments relating to the 

proposed rule change have not been 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A) 8 of the Act and paragraph 

(f)(4) 9 of Rule 19b–4 thereunder. At any 

time within 60 days of the filing of the 

proposed rule change, the Commission 

summarily may temporarily suspend 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change 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– 

DTC–2014–12 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–DTC–2014–12. 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 (http://www.sec.gov/

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S. C. 552, will be 

available for Web site 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 the 

filing also will be available for 

inspection and copying at the principal 

office of DTC and on DTC’s Web site at 

http://dtcc.com/legal/sec-rulefilings.aspx. 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–DTC–2014–12 and 

should be submitted on or before 

January 13, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–29966 Filed 12–22–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73861; File No. SR– 

ISEGemini–2014–24] 

Self-Regulatory Organizations; ISE 

Gemini, LLC; Order Granting Approval 

of Proposed Rule Change, as Modified 

by Amendment No. 1 Thereto, Relating 

to a Corporate Transaction Involving 

Its Indirect Parent 

December 17, 2014 

I. Introduction 

On October 22, 2014, the ISE Gemini, 

LLC (the ‘‘Exchange’’ or the ‘‘ISE 

Gemini’’) 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 a 

proposed rule change to make certain 

amendments to its corporate governance 

documents and those of certain of its 

upstream owners, in order to effectuate 

changes to its indirect, non-U.S. 

upstream ownership structure (the 

‘‘Transactions’’) 4 and to amend the 

Amended and Restated Limited 

Liability Company Agreement of ISE 

Gemini (‘‘ISE Gemini LLC Agreement’’) 

with respect to distributions of its 

assets. On October 31, 2014, the 

Exchange filed Amendment No. 1 to the 

proposed rule change. The proposed 

rule change, as modified by Amendment 

No. 1, was published for comment in 

the Federal Register on November 12, 

2014.5 The Commission received no 

comments on the proposed rule change. 

This order approves the proposed rule 

change, as modified by Amendment No. 

1. 

II. Description of the Proposed Rule 

Change 

The Exchange proposes to make 

certain changes to its indirect, non-U.S. 

upstream ownership structure.6

Currently, the Exchange is a wholly 

owned subsidiary of International 

Securities Exchange Holdings, Inc. (‘‘ISE 

Holdings’’). ISE Holdings, in turn, is a 

wholly owned subsidiary of U.S. 

Exchange Holdings, Inc. (‘‘U.S. 

Exchange Holdings’’), which is wholly 

owned by Eurex Frankfurt AG (‘‘Eurex 

Frankfurt’’). Eurex Frankfurt is a wholly 

owned subsidiary of a Swiss stock 

corporation, Eurex Zu ̈rich AG (‘‘Eurex 

Zu ̈rich’’), which, in turn, is jointly 

owned by Deutsche Bo ̈rse AG 

(‘‘Deutsche Bo ̈rse’’) and Eurex Global 

Derivatives AG (‘‘EGD,’’ and together 

with Eurex Zu ̈rich, the ‘‘Swiss 

companies’’). EGD is a wholly-owned, 

direct subsidiary of Deutsche Bo ̈rse.7

As a result of the Transactions, the 

Swiss companies will cease to be NonU.S. Upstream Owners of the Exchange, 

as Deutsche Bo ̈rse will become the sole, 

direct owner of Eurex Frankfurt, which 

will directly own 85% of U.S. Exchange 

Holdings. Deutsche Bo ̈rse will directly 

own the remaining 15% of U.S. 

Exchange Holdings. Also in connection 

with the Transactions, the Series A 

Preferred Stock of ISE Holdings (‘‘ISE 

Holdings Preferred’’) will be converted 

to shares of ISE Holdings common stock 

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Federal Register / Vol. 79, No. 246 / Tuesday, December 23, 2014 / Notices 77065 

8Upon consummation of the Transactions, all of 

the common stock of ISE Holdings will continue to 

be held by U.S. Exchange Holdings. See Notice, 

supra note 5, at 67216. 

9According to the Exchange, the Transactions 

will not result in any additional person or entity 

acquiring direct or indirect ownership in the 

Exchange. See Notice, supra note 5, at 67216. 

10The Exchange also proposes to retitle the COD 

as the ‘‘Amended and Restated’’ Certificate of 

Designations of Series A Preferred Stock of ISE 

Holdings. 

11The Exchange also proposes to retitle the COI 

as the ‘‘Second’’ Amended and Restated Certificate 

of Incorporation of ISE Holdings and update the 

date thereof. 

12The Exchange will maintain the total number 

of authorized ISE Holdings Preferred Stock at 

100,000 shares. 

13EDGA and EDGX previously were Controlled 

National Securities Exchanges, but ceased to be so 

as a result of a business combination whereby 

BATS Global Markets, Inc. became the ultimate 

parent company for each. See Securities Exchange 

Act Release No. 71449 (January 30, 2014), 79 FR 

6961 (February 5, 2014) (SR–EDGA–2014–34; SR– 

EDGX–2014–43). See also Notice, supra note 5, at 

67217 n.22. 

14The Exchange also proposes to retitle the Trust 

Agreement as the ‘‘Third’’ Amended and Restated 

Trust Agreement and update the date thereof. 

15 In this regard, the Exchange also proposes to 

delete the form of agreement and consent to be 

entered into by relevant officers and employees of 

the Swiss companies. See SR–ISEGemini–2014–24, 

Exhibit 5G, proposing to delete in its entirety the 

‘‘Form of Agreement and Consent (Swiss Entities).’’ 

16The Exchange states that this deletion would 

not impact the current practice of distributions from 

the Exchange to ISE Holdings. See Notice, supra 

note 5, at 67218. 

17As amended, section 3.3 of the ISE Gemini LLC 

Agreement will provide that, notwithstanding any 

provision to the contrary in the ISE Gemini LLC 

Agreement, (i) the Exchange 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. The Exchange also 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. 

(the ‘‘Conversion’’).8 Upon 

consummation of the Transactions, U.S. 

Exchange Holdings will remain the sole, 

direct owner of ISE Holdings, which, in 

turn, will also remain the sole, direct 

owner of the Exchange.9 In order to 

consummate the Transactions, 

including the Conversion, the Exchange 

proposes to amend certain of its, and its 

upstream owners’, corporate governance 

documents as described below. 

A. Certificate of Designations of Series 

A Preferred Stock of ISE Holdings 

The Exchange proposes to amend and 

restate the Certificate of Designations of 

Series A Preferred Stock of ISE Holdings 

(the ‘‘COD’’). In particular, the Exchange 

proposes to amend Section 6(b) of the 

COD, which currently provides that the 

ISE Holdings Preferred is not 

convertible, to state that each share of 

ISE Holdings Preferred may, at the 

option of the holder thereof, be 

converted into one fully paid and nonassessable share of ISE Holdings 

common stock (‘‘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.10

B. Amended and Restated Certificate of 

Incorporation of ISE Holding 

The Exchange proposes to amend and 

restate the Amended and Restated 

Certificate of Incorporation of ISE 

Holdings (the ‘‘COI’’) by increasing the 

number of authorized shares of ISE 

Holdings Common from 1,000 shares to 

101,000 shares in order to account for 

the increase in the authorized number of 

ISE Holdings Common that will result 

from the Conversion.11 As such, the 

total number of authorized ISE Holdings 

Common and ISE Holdings Preferred 

will increase from 101,000 shares to 

201,000 shares.12

C. Trust Agreement 

The Exchange proposes to amend and 

restate the Second Amended and 

Restated Trust Agreement (the ‘‘Trust 

Agreement’’) that exists among ISE 

Holdings, U.S. Exchange Holdings, and 

the Trustees (as defined therein) 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 

the Swiss companies from the definition 

of ‘‘Affected Affiliate’’ in section 1.1 of 

the Trust Agreement; (iii) remove 

outdated references to EDGA Exchange, 

Inc. (‘‘EDGA’’) and EDGX Exchange, Inc. 

(‘‘EDGX’’) from the definition of 

‘‘Controlled National Securities 

Exchange’’ in section 1.1 and update the 

recitals of the Trust Agreement 

accordingly; 13 and (iv) remove EGD’s 

address from the notices provision in 

section 8.8 of the Trust Agreement.14

D. Certain Resolutions and Agreements 

The Exchange proposes to delete 

certain corporate resolutions and 

agreements that were previously 

adopted by the Swiss companies that 

will cease to be indirect, upstream 

owners of ISE Gemini after the 

Transactions. In particular, each of the 

Non-U.S. Upstream Owners previously 

adopted resolutions, which were 

approved by the Commission, to 

incorporate measures regarding 

ownership, jurisdiction, books and 

records, and other issues related to their 

control of the Exchange, with respect to 

the Non-U.S. Upstream Owners, 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.15 In 

addition to these resolutions, the Swiss 

companies previously entered into an 

‘‘Agreement and Consent,’’ in which 

EGD agreed to provide certain 

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 Zu ̈rich. As the Swiss 

companies will cease to be Non-U.S. 

Upstream Owners of the Exchange 

following the consummation of the 

Transactions, the Exchange proposes to 

delete the resolutions of these entities, 

as referenced above, along with the 

Agreement and Consent, such that they 

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. 

E. ISE Gemini LLC Agreement 

In addition to the changes described 

above, the Exchange proposes to amend 

and restate the ISE Gemini LLC 

Agreement by deleting the first sentence 

of section 3.3 which provides that 

distributions may not be made to ISE 

Holdings except: (i) Pursuant to section 

3.4 (Tax Characterization; Returns; 

Distributions in Respect of Taxes) of the 

ISE Gemini LLC Agreement; or (ii) upon 

liquidation of the Exchange.16 The 

Exchange also proposes to clarify in 

section 3.3 that Regulatory Funds shall 

not be used for non-regulatory 

purposes.17

U.S. Exchange Holdings Certificate of 

Incorporation 

Lastly, the Exchange proposes to 

make several administrative 

amendments to the Second Amended 

and Restated Certificate of Incorporation 

of U.S. Exchange Holdings (‘‘U.S. 

Exchange Holdings COI’’) to update 

references therein to the Trust 

Agreement. Specifically, Article 

THIRTEENTH of the U.S. Exchange 

Holdings COI contains outdated 

references to (i) the ‘‘Amended and 

Restated’’ Trust Agreement, which is 

currently the ‘‘Second Amended and 

Restated’’ Trust Agreement and will 

become the ‘‘Third Amended and 

Restated’’ Trust Agreement; and (ii) the 

effective date of the Trust Agreement, 

which will be changed to a date in 

December 2014 that corresponds to the 

mstockstill on DSK4VPTVN1PROD with NOTICES

77066 Federal Register / Vol. 79, No. 246 / Tuesday, December 23, 2014 / Notices 

18The Exchange also proposes to retitle the U.S. 

Exchange Holdings COI as the ‘‘Third’’ Amended 

and Restated Certificate of Incorporation of U.S. 

Exchange Holdings, and update the effective date 

thereof. 

19 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). 

20 15 U.S.C. 78s(b)(1). 

21See Notice, supra note 5 at 67227. 

22See id. at 67228. 

23Although prior to the Transactions Deutsche 

Bo ̈rse’s interest in U.S. Exchange Holdings was held 

solely through its 100% indirect ownership in 

Eurex Frankfurt, upon consummation of the 

transactions it will instead directly own Eurex 

Frankfurt and will hold a direct 15% interest in 

U.S. Exchange Holdings. The remaining 85% 

interest in U.S. Exchange Holdings will continue to 

be directly held by Eurex Frankfurt. 

24See id. 

25See id. 

26See e.g., Securities Exchange Act Release No. 

70050 (July 26, 2013), 78 FR 46622 (August 1, 2013) 

(approving the application for registration as a 

national securities exchange of Topaz Exchange, 

LLC). 

27See id. 

28See Notice, supra note 5, at 67218. 

29The Commission notes that, as amended, the 

provision in ISE Gemini’s LLC Agreement 

governing distributions will be consistent with 

similar provisions the Commission has previously 

approved for other self-regulatory organizations. 

See, e.g., Securities Exchange Act Release No. 

68341 (December 3, 2012), 77 FR 73065 (December 

7, 2012) (approving the application for registration 

as a national securities exchange of Miami 

International Securities Exchange, LLC). 

30 15 U.S.C. 78f(b)(2). 

31 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. 

effective closing date of the applicable 

step in the Transactions. The Exchange 

also proposes to add language in Article 

THIRTEENTH specifying that the Trust 

Agreement may be amended, restated, 

or replaced from time to time and 

remove references to EDGA Exchange 

and EDGX Exchange from the definition 

of ‘‘Controlled National Securities 

Exchange’’ in Article TENTH.18

III. Discussion and Commission 

Findings 

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the requirements of the 

Act and rules and regulations 

thereunder applicable to a national 

securities exchange.19 Specifically, the 

Commission finds that the proposal is 

consistent with section 6(b)(1) of the 

Act,20 which requires that an exchange 

be organized and have the capacity to be 

able to carry out the purposes of the Act 

and to comply, 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. 

The Exchange represents that it will 

continue to operate and regulate its 

market and members in the same 

manner following the Transactions as it 

operates today.21 The Exchange further 

states that the proposed rule change will 

facilitate an ownership structure that 

will continue to provide the 

Commission with appropriate oversight 

tools to allow the Commission to 

enforce the provisions of 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.22 The 

Commission notes that as a result of the 

Transactions, the Swiss companies will 

no longer be indirect, upstream owners 

of the Exchange, but that the upstream 

ownership of the Exchange otherwise 

remains substantially the same.23 The 

Commission also notes that the 

Exchange has represented that it is not 

proposing any changes to the 

Exchange’s operational or trading 

structure in connection with the 

Transactions.24 The Exchange further 

stated that no changes will be made to 

other aspects of the Exchange’s 

corporate governance documents that 

were previously approved by the 

Commission.25

The Commission believes that the 

proposed changes related to the 

Transactions will not impact provisions 

of the Exchange’s, or its upstream 

owners, corporate governance 

documents that were designed to enable 

the ISE Gemini to operate in a manner 

that complies with the federal securities 

laws, and were intended to assist the 

ISE Gemini in fulfilling its selfregulatory obligations and administering 

and complying with the requirements of 

the Act.26 The Commission also believes 

that the proposed rule change will allow 

the Commission to continue to exercise 

its plenary regulatory authority over the 

Exchange and continue to provide the 

Commission and the Exchange with 

access to necessary information that will 

allow the Exchange to comply, and 

enforce compliance, with the Act. As 

the Exchanges notes, the proposed 

administrative amendments will 

continue to preserve the independence 

of the Exchange’s self-regulatory 

functions and ensure that it will be able 

to obtain any information it needs in 

order to address fraudulent and 

manipulative acts in its marketplace and 

carry out its regulatory responsibilities 

under the Act.27

The Commission also believes that the 

proposed amendments to the ISE 

Gemini LLC Agreement related to 

distributions are consistent with the 

Act. The Commission notes, as 

discussed above, that the Exchange 

states that the proposed changes will 

not impact the current practice of 

distributions from the Exchange to ISE 

Holdings, and would continue to ensure 

that any distributions by the Exchange 

to ISE Holdings, and subsequently to its 

indirect upstream owners, would not be 

made in violation of the Exchange’s 

legal and regulatory responsibilities or 

with Regulatory Funds.28 The 

Commission believes that the proposed 

rule change is designed to facilitate the 

ability of ISE Gemini to fulfill its 

regulatory obligations under the Act and 

will help ensure the independence of its 

regulatory function from its market 

operations and other commercial 

interests.29

IV. Conclusion 

It is therefore ordered, pursuant to 

section 19(b)(2) of the Act 30 that the 

proposed rule change (SR–ISEGemini– 

2014–24), as modified by Amendment 

No. 1, be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.31

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–29964 Filed 12–22–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73860; File No. SR–ISE– 

2014–44] 

Self-Regulatory Organizations; 

International Securities Exchange, 

LLC; Order Granting Approval of 

Proposed Rule Change, as Modified by 

Amendment No. 1 Thereto, Relating to 

a Corporate Transaction Involving Its 

Indirect Parent 

December 17, 2014. 

I. Introduction 

On October 22, 2014, the International 

Securities Exchange, LLC (the 

‘‘Exchange’’ or the ‘‘ISE’’) 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 a proposed rule change to 

make certain amendments to its 

corporate governance documents and 

those of certain of its upstream owners, 

in order to effectuate changes to its 

indirect, non-U.S. upstream ownership 

mstockstill on DSK4VPTVN1PROD with NOTICES