
[Federal Register Volume 79, Number 188 (Monday, September 29, 2014)]
[Notices]
[Pages 58387-58388]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-23052]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73196; File No. SR-ISEGemini-2014-23]


Self-Regulatory Organizations; ISE Gemini Exchange, LLC; Notice 
of Filing and Immediate Effectiveness of Proposed Rule Change Relating 
to the Amendment of Its Limited Liability Company Agreement (``LLC 
Agreement'')

September 23, 2014.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on September 15, 2014, ISE Gemini Exchange, LLC (the ``Exchange'' 
or ``ISE Gemini'') 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 self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend its LLC Agreement to incorporate 
changes that were made as part of Amendment No.1 to its Form 1 
Application, but then were inadvertently dropped from Amendment No. 3 
to the Form 1 Application, such that the changes from Amendment No. 1 
did not make it into the final version of the Exchange's LLC Agreement.
    The text of the proposed rule change is available at the 
Commission's Public Reference Room and on the Exchange's Internet Web 
site at http://www.ise.com.

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 Exchange included statements 
concerning the purpose of, and basis for, the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The self-regulatory organization has prepared summaries, 
set forth in Sections A, B and C below, of the most significant aspects 
of such statements.

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

1. Purpose
    The Exchange is proposing to amend its LLC Agreement to incorporate 
changes that were made as part of Amendment No.1 to the Topaz Exchange 
Form 1 Application, but then were inadvertently dropped from Amendment 
No. 3 to Form 1 Application, such that the changes from Amendment No. 1 
did not make it into the final version of the Exchange's LLC 
Agreement.\3\
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    \3\ Amendment No. 2 to the Form 1 Application did not touch on 
the LLC Agreement, but rather, consisted of amendments to Form 1 and 
Exhibits to update Exhibit C concerning (i) the Board of Directors 
of International Securities Exchange, LLC (``ISE'') and Corporate 
Governance Committee of ISE, as a result of interim changes thereto, 
and (ii) the inclusion of information regarding Longitude S.A., a 
newly incorporated affiliate of ISE Gemini, which information 
included the Articles of Incorporation of Longitude S.A. In 
addition, Exhibit D was updated to provide financials for Longitude 
S.A. and the Foreign Affiliate Exemption Request was amended to make 
certain corrections and clarifications to the organizational chart.
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    Specifically, the Exchange is proposing to: (1) Incorporate the 
correct address of the Registered Agent in Section 1.5; (2) incorporate 
the correct provision of Section 3.3 to Article III, which states that: 
no distributions shall be made to the Sole LLC Member except: (i) 
Pursuant to Section 3.4 below; or (ii) upon liquidation of the Company. 
Notwithstanding any provision to the contrary contained in this LLC 
Agreement, (i) the Company shall not be required to make a distribution 
to the Sole LLC Member if such distribution would violate the Act or 
any other applicable law or is otherwise required to fulfill the 
regulatory functions or responsibilities of the Company, and (ii) 
Regulatory Funds shall be used to fund the legal, regulatory and 
surveillance operations of the Company and the Company shall not make 
any distribution to the Sole LLC Member using Regulatory Funds. For the 
purposes of this Section 3.3, ``Regulatory Funds'' means fees, fines or 
penalties derived from the regulatory operations of the Company, 
provided that Regulatory Funds shall not include revenues derived from 
listing fees,

[[Page 58388]]

market data revenues, transaction revenues or any other aspect of the 
commercial operations of the Company or a facility of the Company, even 
if a portion of such revenues are used to pay costs associated with the 
regulatory operations of the Company.; (3) incorporate in Section 5.2 
the correct provision that the Board of Directors shall consist of no 
less than eight (8) directors; and (4) to incorporate in Section 6.3(b) 
the correct provision stating that any exercise of voting rights in 
excess of twenty percent (20%) of the outstanding Exchange Rights by a 
holder of Exchange Rights, together with any affiliate, as such term is 
defined in the Constitution, shall be deemed null and void.
    None of the foregoing changes are substantive.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) that an exchange have rules that are 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to remove impediments 
to and perfect the mechanism for a free and open market and a national 
market system, and, in general, to protect investors and the public 
interest. The Exchange proposes to amend the LLC Agreement to reflect 
changes that the Exchange had incorporated into its Amendment No. 1 to 
the Form 1 Application, but had inadvertently dropped when the Exchange 
submitted its Amendment No. 3 to the Form 1 Application.

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

    The proposed rule change does not impose any burden on competition 
that is not necessary or appropriate in furtherance of the purposes of 
the Act. The proposed rule changes are non-substantive in nature and do 
not implicate any burdens on competition.

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

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

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3) of the Act \4\ and Rule 19b-4(f)(3) thereunder.\5\ At any time 
within 60 days of the filing of such proposed rule change, the 
Commission may summarily abrogate 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.
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    \4\ 15 U.S.C. 78s(b)(3)(A).
    \5\ 17 CFR 19b-4(f)(3).
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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 No. SR-ISEGemini-2014-23 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.
    All submissions should refer to File Number SR-ISEGemini-2014-23. 
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 such filing also will be 
available for inspection and copying at the principal office of the 
Exchange. All comments received will be posted without change; the 
Commission does not edit personal identifying information from 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number SR-
ISEGemini-2014-23 and should be submitted on or before October 20, 
2014.

    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)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-23052 Filed 9-26-14; 8:45 am]
BILLING CODE 8011-01-P


