[Federal Register Volume 79, Number 38 (Wednesday, February 26, 2014)]
[Notices]
[Pages 10861-10862]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-04129]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-71586; File No. SR-Topaz-2014-06]
Self-Regulatory Organizations; Topaz Exchange, LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change Relating to
the Amendment of Topaz Exchange, LLC's Constitution, Certificate of
Formation, Limited Liability Company Agreement, Rules and Schedule of
Fees To Change the Name of the Exchange to ISE Gemini, LLC
February 20, 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 February 10, 2014, Topaz Exchange, LLC (the ``Exchange'') filed
with the Securities and Exchange Commission (the ``Commission'') the
proposed rule change as described in Items I and II 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.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend its Constitution, Certificate of
Formation, LLC Agreement, Rules and Schedule of Fees to change the name
of the Exchange to ISE Gemini, LLC. The Exchange is also proposing one
other technical change to its LLC Agreement for clarification purposes.
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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend its Constitution, Certificate of
Formation, LLC Agreement, Rules and Schedule of Fees, in each case, to
change the name of the Exchange to ISE Gemini, LLC. The Exchange is
also proposing one technical revision to the LLC Agreement to reflect
that the LLC Agreement has been approved.
At the time of formation, the name of the Exchange was established
as ``Topaz Exchange, LLC.'' As of the launch date, the Exchange was
doing business as ``ISE Gemini.'' The Exchange has now determined that
for marketing purposes, it would be desirable to change the name of the
Exchange to ``ISE Gemini, LLC.''
Specifically, the Constitution and Certificate of Formation \3\
would be amended to remove the reference to ``Topaz Exchange, LLC'' and
replace it with ``ISE Gemini, LLC.''
---------------------------------------------------------------------------
\3\ Upon effectiveness of this rule change to change the name of
the Exchange to ISE Gemini, LLC, the Exchange will officially amend
its Certificate of Formation in the State of Delaware to reflect the
new name, as indicated in Exhibit 5B attached hereto.
---------------------------------------------------------------------------
In the LLC Agreement, references to ``Topaz Exchange, LLC'' and
``Topaz'' would be replaced with ``ISE Gemini, LLC'' and ``ISE
Gemini,'' respectively. In addition, the following language located on
the signature page of the LLC Agreement would be deleted in light of
the fact that the LLC Agreement has been approved:
``To be approved at the first meeting of the Interim Board of
Directors of Topaz Exchange, LLC which will be held after the grant of
registration of the Topaz Form 1 application by the U.S. Securities
Exchange Commission.''
In the Exchange's Rules and Schedule of Fees, references to ``Topaz
Exchange, LLC'' and ``Topaz,'' would be replaced with ``ISE Gemini,
LLC'' and ``ISE Gemini,'' respectively.
None of the foregoing changes are substantive.
2. Statutory Basis
The basis under the Securities Exchange Act of 1934 (the ``Exchange
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 change its name for marketing purposes, and the proposed
rule change is intended to accurately reflect the name change in the
Exchange's rules and governing documents. In addition, as a technical
change, the Exchange is proposing to delete an outdated explanation on
the signature page of the LLC Agreement to reflect the current state of
affairs, which is in line with good corporate governance practices.
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 change to change the name of the Exchange to
ISE Gemini, LLC is technical in nature, and therefore, does 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
[[Page 10862]]
the Act \4\ and Rule 19b-4(f)(3) \5\ thereunder. At any time within 60
days of the filing of such proposed rule change, the Commission may
summarily 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. If the Commission takes such action, the
Commission shall institute proceedings to determine whether the
proposed rule should be approved or disapproved.
---------------------------------------------------------------------------
\4\ 15 U.S.C. 78s(b)(3)(A).
\5\ 17 CFR 19b-4(f)(3).
---------------------------------------------------------------------------
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 [email protected]. Please include
File No. SR-Topaz-2014-06 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-Topaz-2014-06. 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 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-Topaz-2014-06 and should be
submitted on or before March 19, 2014.
---------------------------------------------------------------------------
\6\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\6\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-04129 Filed 2-25-14; 8:45 am]
BILLING CODE 8011-01-P