
[Federal Register: January 22, 2010 (Volume 75, Number 14)]
[Notices]               
[Page 3765-3767]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr22ja10-90]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-61367; File No. SR-OPRA-2009-01]

 
Options Price Reporting Authority; Notice of Filing and Immediate 
Effectiveness of Proposed Amendment To Revise the Plan for Reporting of 
Consolidated Options Last Sale Reports and Quotation Information To 
Serve as the Operating Agreement for OPRA LLC

January 15, 2010.
    Pursuant to Section 11A of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 608 thereunder,\2\ notice is hereby given that 
on December 28, 2009, the Options Price Reporting Authority (``OPRA'') 
submitted to the Securities and Exchange Commission (``Commission'') an 
amendment to the Plan for Reporting of Consolidated Options Last Sale 
Reports and Quotation Information (``OPRA Plan'').\3\ The proposed 
amendment would revise the OPRA Plan for the sole purpose of enabling 
it to serve as the Limited Liability Company Agreement of OPRA LLC. The 
Commission is publishing this notice to solicit comments from 
interested persons on the proposed OPRA Plan amendment.
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    \1\ 15 U.S.C. 78k-1.
    \2\ 17 CFR 242.608.
    \3\ The OPRA Plan is a national market system plan approved by 
the Commission pursuant to Section 11A of the Act and Rule 608 
thereunder (formerly Rule 11Aa3-2). See Securities Exchange Act 
Release No. 17638 (March 18, 1981), 22 S.E.C. Docket 484 (March 31, 
1981). The full text of the OPRA Plan is available at http://
www.opradata.com.
     The OPRA Plan provides for the collection and dissemination of 
last sale and quotation information on options that are traded on 
the participant exchanges. The seven participants to the OPRA Plan 
are NASDAQW OMX BX, Inc., Chicago Board Options Exchange, 
Incorporated, International Securities Exchange, LLC, NASDAQ OMX 
PHLX, Inc., NASDAQ Stock Market LLC, NYSE Amex, Inc., and NYSE Arca, 
Inc.
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I. Description and Purpose of the Plan Amendment

    OPRA proposes to change its structure from a committee of national 
securities exchanges acting jointly pursuant to the OPRA Plan to a 
limited liability company organized under the Delaware Limited 
Liability Company Act of which its participating national securities 
exchanges will be members. The restructured OPRA will be known as 
Options Price Reporting Authority, LLC (``OPRA LLC''). To facilitate 
the restructuring of OPRA, the OPRA Plan is proposed to be revised for 
the sole purpose of enabling it to serve as the Limited Liability 
Company Agreement

[[Page 3766]]

(sometimes referred to as the ``Operating Agreement'') of OPRA LLC. The 
OPRA Plan as proposed to be revised was attached as Exhibit A to the 
filing.
    The purpose of the amendment to the OPRA Plan is to permit the Plan 
to serve as the Operating Agreement for OPRA LLC, which is the entity 
that is proposed to succeed to OPRA in its current structure. In 1975, 
when OPRA was first established as a registered securities information 
processor (``SIP''), unlike other SIPs in existence at that time, OPRA 
was not organized as an association pursuant to Articles of Association 
or as any other form of organization. Instead, OPRA simply served as 
the name used to describe a committee of registered national securities 
exchanges acting jointly in accordance with a national market system 
plan to provide consolidated last sale reports and quotation 
information in accordance with Commission rules and policies that were 
the predecessors of what is now contained in Rules 601 and 602 under 
Regulation NMS. This structure has served OPRA well over the years. 
However, OPRA has recently been advised that the very lack of a clear 
identity for OPRA as an entity could give rise to uncertainty as to the 
nexus between OPRA or its constituent exchanges and various states for 
purpose of the application of certain state tax laws to OPRA's 
activities. OPRA has been told that in order to resolve this 
uncertainty OPRA should restructure itself so it clearly is an entity 
separate and apart from its constituent exchanges, and that the best 
way to do this is for OPRA to become a limited liability company 
organized under the Delaware Limited Liability Company Act (``Delaware 
Act'').
    In order to accomplish this, it is necessary for the OPRA Plan to 
be amended to incorporate various provisions that will enable it to 
serve as the Operating Agreement of a limited liability company under 
the Delaware Act. This is reflected in the amendment to the OPRA Plan 
filed herewith. In preparing this amendment, care was taken to limit 
revisions to the current OPRA Plan only to those that are necessary to 
accommodate its structure as an LLC (much of which consists of new 
language added for federal and state income tax purposes), and not to 
change any of the provisions of the Plan that govern the way in which 
OPRA performs its activities as a registered SIP. Thus although the 
governance structure of OPRA needs to be described in terms that apply 
to an LLC under the Delaware Act, the essence of its governance remains 
unchanged, so that OPRA will continue to be governed by its constituent 
exchanges, each of which has one vote on matters that come before them, 
subject to Commission filing and approval requirements under the 
Exchange Act. Likewise, OPRA's financial structure, including the fees 
it charges and how it allocates fees and expenses among the exchanges, 
is not changed by this amendment. The various forms of agreements that 
OPRA enters into with vendors, subscribers and others who access the 
market data it provides will be changed only as necessary to reflect 
the change in OPRA's structure. OPRA's procedures for the admission of 
new exchanges to membership in OPRA, the way in which OPRA conducts its 
capacity planning activities with the assistance of an independent 
system capacity advisor and all other operational aspects of OPRA's 
activities will also not be changed.
    The text of the proposed amendment to the OPRA Plan is available at 
OPRA, the Commission's Public Reference Room, http://opradata.com, and 
on the Commission's Web site at http://www.sec.gov.

II. Implementation of the OPRA Plan Amendment

    Pursuant to paragraph (b)(3)(ii) of Rule 608 under the Act,\4\ OPRA 
designated this amendment as one concerned solely with the 
administration of the Plan, or involving the governing or constituent 
documents relating to any person authorized to implement or administer 
the Plan on behalf of its sponsors. Accordingly, OPRA intends to put 
the Plan amendment into effect upon filing it with the Commission, 
having previously filed the necessary documents with the State of 
Delaware to cause OPRA to be restructured as an LLC, concurrently 
herewith amending its Form SIP on file with the Commission to reflect 
the change in OPRA's structure, and taking such other steps as are 
necessary to assure that OPRA LLC is able to succeed to the rights and 
obligations of OPRA under the various contracts OPRA has entered into 
with vendors, subscribers, other users of its market data, its 
processor and others who perform administrative functions on behalf of 
OPRA, and its independent system capacity advisor.
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    \4\ 17 CFR 242.608(b)(3)(ii).
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    The Commission may summarily abrogate the amendment within sixty 
days of its filing and require refiling and approval of the amendment 
by Commission order pursuant to Rule 608(b)(2) under the Act \5\ if it 
appears to the Commission that such action is necessary or appropriate 
in the public interest, for the protection of investors, or the 
maintenance of fair and orderly markets, to remove impediments to, and 
perfect the mechanisms of, a national market system, or otherwise in 
furtherance of the purposes of the Act.
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    \5\ 17 CFR 242.608(b)(2).
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III. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed OPRA 
Plan amendment is consistent with the Act. Comments may be submitted by 
any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://
www.sec.gov/rules/sro.shtml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
File No. SR-OPRA-2009-01 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-OPRA-2009-01. This file 
number should be included on the subject line if e-mail is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/
sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed plan amendment that are 
filed with the Commission, and all written communications relating to 
the proposed plan amendment between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for inspection 
and copying in the Commission's Public Reference Room, 100 F Street, 
NE., Washington, DC 20549, on official business days between the hours 
of 10 a.m. and 3 p.m. Copies of such filing also will be available for 
inspection and copying at the principal office of OPRA. 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

[[Page 3767]]

Number SR-OPRA-2009-01 and should be submitted on or before February 
12, 2010.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\6\
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    \6\ 17 CFR 200.30-3(a)(29).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-1146 Filed 1-21-10; 8:45 am]
BILLING CODE 8011-01-P

