[Federal Register Volume 75, Number 121 (Thursday, June 24, 2010)]
[Notices]
[Pages 36144-36147]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-15281]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-62323; File No. SR-C2-2010-002]


Self-Regulatory Organizations; C2 Options Exchange, Incorporated; 
Order Granting Approval of a Proposed Rule Change Relating to the 
Corporate Restructuring of C2 in Connection With the Demutualization of 
the Chicago Board Options Exchange, Incorporated

June 17, 2010.

I. Introduction

    On May 14, 2010, pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\ C2 
Options Exchange, Incorporated (``C2'') filed with the Securities and 
Exchange Commission (``Commission'') a proposed rule change relating to 
its corporate structure in connection with the plan of its parent 
company, the Chicago Board Options Exchange, Incorporated (``CBOE''), 
to restructure from a Delaware non-stock corporation to a Delaware 
stock corporation that would be a wholly-owned subsidiary of CBOE 
Holdings, Inc. (``CBOE Holdings''), a holding company organized as a 
Delaware stock corporation (``CBOE Demutualization'').\3\ The proposed 
rule change was published for comment in the Federal Register on May 
25, 2010.\4\ The Commission received no comments on the proposal.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 62158 (May 24, 
2010), 75 FR 30082 (May 28, 2010) (SR-CBOE-2008-88) (order approving 
the CBOE Demutualization).
    \4\ See Securities Exchange Act Release No. 62118 (May 18, 
2010), 75 FR 29375.
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II. Discussion and Commission Findings

    After careful review of the proposal, the Commission finds that the 
proposed rule change is consistent with the requirements of the Act and 
the rules and regulations thereunder applicable to a national 
securities exchange.\5\ In particular, as discussed in more detail 
below, the Commission finds that the proposed rule change is consistent 
with Section 6(b) of the Act \6\ in general, and furthers the 
objectives of Section 6(b)(1) of the Exchange Act,\7\ in particular, in 
that it enables C2 to be so organized as to 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 C2. The Commission also finds that this filing furthers 
the objectives of Section 6(b)(5) of the Act insofar as it would result 
in an exchange governance structure 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 of a free and open market and, in general, to protect 
investors and the public interest.\8\ In particular, the Commission 
believes that the Certificate of Incorporation and Bylaws of CBOE 
Holdings and C2 are designed to protect and maintain the integrity of 
the self-regulatory functions of C2 and to allow it to carry out it 
regulatory responsibilities under the Act.
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    \5\ In approving the proposed rule change, the Commission has 
considered its impact on efficiency, competition, and capital 
formation. See 15 U.S.C. 78c(f).
    \6\ 15 U.S.C. 78f.
    \7\ 15 U.S.C. 78f(b)(1).
    \8\ 15 U.S.C. 78f(b)(5).
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    C2 is currently a wholly-owned subsidiary of CBOE.\9\ When the 
corporate restructuring in connection with the CBOE Demutualization is 
complete, CBOE will become a wholly-owned subsidiary of CBOE Holdings. 
At the same time, C2 has proposed to become a wholly-owned subsidiary 
CBOE Holdings by having CBOE dividend-up to CBOE Holdings all of the 
shares of C2.\10\ Consequently, after the corporate restructuring in 
connection with the CBOE Demutualization is completed, CBOE Holdings 
would hold all of the outstanding common stock of both C2 and CBOE, as 
well as certain other entities that are currently

[[Page 36145]]

subsidiaries of CBOE.\11\ C2 and CBOE, however, would continue to be 
separately registered national securities exchanges under Section 6 of 
the Act \12\ and would continue to operate their exchange businesses 
and facilities.
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    \9\ See Securities Exchange Act Release No. 61152 (December 10, 
2009), 74 FR 66699 (December 16, 2009) (File No. 10-191) (order 
approving the application of C2 for registration as a national 
securities exchange). See also Securities Exchange Act Release No. 
61140 (December 10, 2009), 74 FR 67294 (December 18, 2009) (SR-CBOE-
2009-048) (order approving a proposed rule change regarding 
authority over C2 Options Exchange, Incorporated).
    \10\ After the restructuring, the owners of membership interests 
in CBOE will become stockholders of CBOE Holdings through the 
conversion of their memberships into shares of common stock of CBOE 
Holdings. In addition, members of the settlement class in the 
lawsuit brought by The Board of Trade of the City of Chicago, Inc., 
its parent company, CME Group, Inc., and a class of individuals 
(collectively, the ``CBOT Parties'') against CBOE and CBOE's board 
of directors will become stockholders of CBOE Holdings. CME Group 
Inc. et al. v. CBOE Inc. et al., Civil Action No. 2369-VCN (Filed 
Aug. 23, 2006). CBOE entered into a Stipulation of Settlement 
(``Stipulation'') on August 20, 2008 with the CBOT Parties to 
resolve this lawsuit. The Stipulation and amendments to it can be 
found at (http://www.cboe.org/Legal/).
    \11\ These subsidiaries are: CBOE Futures Exchange, LLC, which 
operates an electronic futures exchange; Chicago Options Exchange 
Building Corporation, which owns the building in which CBOE 
operates; CBOE, LLC, which holds a 24.01% interest in OneChicago, 
LLC, a security futures exchange; CBOE II, LLC, which has no assets 
or activities; DerivaTech Corporation, which owns certain 
educational software; Market Data Express, LLC, which distributes 
various types of market data; and The Options Exchange, 
Incorporated, which currently has no assets or activities.
    \12\ 15 U.S.C. 78f.
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    The Commission recently approved C2's registration as a national 
securities exchange and, in that context, approved C2's Certificate of 
Incorporation and Bylaws.\13\ In connection with its currently proposed 
corporate restructuring, C2 does not propose any significant changes to 
these governing documents but does propose, as discussed further below, 
to make certain changes to its Certificate of Incorporation to effect 
the change of ownership of C2 from CBOE to CBOE Holdings, to clarify 
certain aspects of C2's Bylaws as a result of this transfer of 
ownership, and to make certain ministerial changes to C2's Certificate 
of Incorporation and Bylaws.
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    \13\ See Securities Exchange Act Release No. 61152, supra note 
9.
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CBOE Holdings

    As mentioned above, C2 is now proposing a corporate restructuring 
that would transfer ownership of C2 from CBOE to CBOE Holdings. C2 is 
not proposing any changes to the governing documents of CBOE Holdings, 
which already contemplate the ownership by CBOE Holdings of one or more 
self-regulatory organizations (``SRO'') (e.g., CBOE and C2) (the 
``Regulated Securities Exchange Subsidiaries'').\14\ Consequently, CBOE 
Holdings' Certificate of Incorporation and Bylaws approved by the 
Commission in connection with the CBOE Demutualization will continue to 
govern the activities of CBOE Holdings.
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    \14\ See infra note 15 (discussing the term ``Regulated 
Securities Exchange Subsidiary'').
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    Although CBOE Holdings is not itself an SRO, its activities with 
respect to the operation of any SRO subsidiary, including C2, must be 
consistent with, and must not interfere with, the self-regulatory 
obligations of that SRO subsidiary. To this end, certain provisions of 
CBOE Holdings' Certificate of Incorporation and the Bylaws are designed 
to ensure that C2, though a wholly-owned subsidiary of CBOE Holdings, 
is able to maintain the independence of its self-regulatory function 
and operate unencumbered in a manner that complies with the federal 
securities laws, and, along with the Commission, is able to fulfill its 
regulatory and oversight obligations under the Act.
    Specifically, the Certificate of Incorporation of CBOE Holdings 
provides that CBOE Holdings, its officers, directors, employees, and 
agents must irrevocably submit to the jurisdiction of the United States 
federal courts, the Commission, and the Regulated Securities Exchange 
Subsidiaries \15\ for the purposes of any suit, action or proceeding 
pursuant to the United States federal securities laws, and the rules 
and regulations thereunder, commenced or initiated by the Commission 
arising out of, or relating to, the Regulated Securities Exchange 
Subsidiaries' activities.\16\ Further, so long as CBOE Holdings 
controls any Regulated Securities Exchange Subsidiaries, the books, 
records, premises, officers, directors, and employees of CBOE Holdings 
is deemed to be the books, records, premises, officers, directors, and 
employees of the Regulated Securities Exchange Subsidiary for purposes 
of and subject to oversight pursuant to the Act to the extent that they 
relate to the business of such Regulated Securities Exchange 
Subsidiary.\17\ In addition, all confidential information pertaining to 
the self-regulatory function of Regulated Securities Exchange 
Subsidiaries contained in the books and records of an exchange that 
comes into the possession of CBOE Holdings must not be made available 
to any persons other than to those officers, directors, employees and 
agents of CBOE Holdings that have a reasonable need to know the 
contents thereof, be retained in confidence by CBOE Holdings and the 
officers, directors, employees and agents of CBOE Holdings, and not be 
used for any commercial purposes.\18\ CBOE Holdings Certificate of 
Incorporation also contains a provision requiring each director of the 
CBOE Holdings board to take into consideration the effect that CBOE 
Holdings' actions would have on CBOE's ability to carry out its 
responsibilities under the Act.\19\ Pursuant to the CBOE Holdings 
Certificate of Incorporation, for so long as CBOE Holdings controls any 
Regulated Securities Exchange Subsidiary, each officer, director and 
employee of CBOE Holdings must give due regard to the preservation of 
the independence of the self-regulatory function of the Regulated 
Securities Exchange Subsidiaries and to their obligations under the 
Exchange Act.\20\ Finally, CBOE Holdings Certificate of Incorporation 
provides that for so long as CBOE Holdings controls any Regulated 
Securities Exchange Subsidiary, before any amendment, alteration or 
repeal of any provision of the Certificate of Incorporation and Bylaws 
of CBOE Holdings becomes effective, such amendment, alteration or 
repeal will be submitted to the board of directors of each Regulated 
Securities Exchange Subsidiary, and if such amendment, alteration or 
repeal must be filed with or filed with and approved by the Commission, 
then such amendment, alteration or repeal will not become effective 
until filed with or filed with and approved by the Commission, as the 
case may be.\21\
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    \15\ ``Regulated Securities Exchange Subsidiary'' means any 
national securities exchange controlled, directly or indirectly, by 
the Corporation, including, but not limited to CBOE. See Article 
Fifth(xi) of the CBOE Holdings Certificate of Incorporation. Thus, 
C2 as a registered national securities exchange would fit within the 
definition of a Regulated Securities Exchange Subsidiary.
    \16\ See Article Fourteen of the CBOE Holdings Certificate of 
Incorporation.
    \17\ The books and records of CBOE Holdings relating to the 
business of a Regulated Securities Exchange Subsidiary is subject at 
all times to inspection and copying by the Commission and the 
Regulated Securities Exchange Subsidiary. See Article Fifteen of the 
CBOE Holdings Certificate of Incorporation. In addition, the CBOE 
Holdings Bylaws provide that the books of CBOE Holdings must be kept 
within the United States. See Section 1.3 of the CBOE Holdings 
Bylaws.
    \18\ Notwithstanding this restriction, nothing in the CBOE 
Holdings Certificate of Incorporation is to be interpreted so as to 
limit or impede the rights of the Commission or CBOE to access and 
examine such confidential information or to limit or impede the 
ability of any officers, directors, employees or agents of CBOE 
Holdings to disclose such confidential information to the Commission 
or CBOE. See Article Fifteen of the CBOE Holdings Certificate of 
Incorporation.
    \19\ See Article Sixteen(d) of the CBOE Holdings Certificate of 
Incorporation.
    \20\ See Article Sixteen(c) of the CBOE Holdings Certificate of 
Incorporation.
    \21\ See Article Eleven of the CBOE Holdings Certificate of 
Incorporation and Section 10.2 of the CBOE Holdings Bylaws.
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    In approving the CBOE Demutualization and permitting CBOE Holdings 
to wholly own CBOE, the Commission noted that the governing documents 
of CBOE Holdings are designed to facilitate Regulated Securities 
Exchange Subsidiaries' ability to fulfill their self-regulatory 
obligations and are, therefore, consistent with the Act.\22\ C2's 
proposal to become a wholly-owned subsidiary of CBOE Holdings is 
identical to the SRO ownership structure the Commission approved in the 
CBOE Demutualization

[[Page 36146]]

and does not raise any new regulatory issues. Consistent with its 
approval of the CBOE Demutualization, the Commission similarly believes 
that the governing documents of CBOE Holdings are designed to protect 
the independence of the self-regulatory function of a wholly-owned C2, 
enable C2 to operate in a manner that complies with the Federal 
securities laws, and facilitate the ability of C2 and the Commission to 
fulfill their regulatory and oversight obligations under the Act.\23\
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    \22\ See supra note 3.
    \23\ The Commission also notes that the Certificate of 
Incorporation of CBOE Holdings places certain ownership and voting 
limits on the holders of CBOE Holdings stock and their Related 
Persons. These restrictions are intended to address the possibility 
that a person holding a controlling interest in an SRO could use 
that interest to affect the SRO's regulatory responsibilities under 
the Act. In particular, these restrictions provide that no person, 
either alone or together with its Related Persons, may own directly 
or indirectly more than 10% of the CBOE Holdings or more than 20% in 
the event a public offering of the CBOE Holdings. Further, no 
person, either alone or together with its Related Persons, will be 
entitled to vote more than 10% of the CBOE Holdings common interest 
or more than 20% in the event a public offering of the CBOE 
Holdings. See Article Six(a) and (b) of the CBOE Holdings 
Certificate of Incorporation.
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C2

    Although CBOE Holdings would replace CBOE as the parent company and 
sole shareholder of C2, C2 would continue to be registered as a 
national securities exchange under Section 6 of the Exchange Act. In 
this respect, certain provisions of C2's Certificate of Incorporation 
and Bylaws are designed to enable C2 to carry out the purposes of the 
Act and to comply and enforce compliance by its members and persons 
associated with its members with all applicable rules and 
regulations.\24\
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    \24\ For example, C2's current board composition is designed to 
be comparable to the board compositions the Commission has approved 
for other SROs. Namely, the number of Non-Industry Directors on C2 
board must equal or exceed the sum of the number of Industry 
Directors and the number of Industry Directors must equal or exceed 
30% of the board. Further, at least 20% of the directors on the 
board must be nominated (or otherwise selected by a petition of C2 
members) by the Industry-Director Subcommittee of the Nominating and 
Governance Committee (such directors, ``Representative Directors''). 
See Section 3.1 of the C2 Bylaws. For definitions of ``Non-Industry 
Directors'' and ``Industry Directors,'' see Section 3.1 of the C2 
Bylaws. For the definition of ``Industry-Director Subcommittee of 
the Nominating and Governance Committee,'' see Section 3.2 of the C2 
Bylaws. Further, C2 has a Regulatory Oversight Committee (``ROC'') 
that monitors its regulatory operations. See Section 4.6 of C2 
Bylaws.
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    As noted above, C2 does not propose any significant changes to its 
governing documents but does propose to make certain changes to its 
Certificate of Incorporation to effect the change of ownership of C2 
from CBOE to CBOE Holdings, to clarify certain aspects of C2's Bylaws 
as a result of this transfer of ownership, and to make certain 
ministerial changes to C2's Certificate of Incorporation and Bylaws. 
Namely, C2 proposes to amend its Certificate of Incorporation in 
connection with the transfer of ownership of all of the common stock of 
C2 from CBOE to CBOE Holdings and to require Commission approval if 
CBOE Holdings sells, transfers, or assigns any shares of C2 common 
stock.\25\ In addition, C2 proposes a number of other changes to 
reflect and generally conform to the most recent version of the 
corresponding governing documents of CBOE that were approved by the 
Commission in connection with the CBOE Demutualization. These changes 
include amending C2's Bylaws to provide that all directors of the C2 
board would serve one-year terms, rather than staggered two-year terms 
\26\ and to remove a reference to electing a class of directors; \27\ 
amending its Bylaws to provide that Representative Directors (as 
opposed to any Director) may be removed for cause by the holders of a 
majority of the shares of stock then entitled to vote at an election of 
directors; \28\ and amending its Bylaws to provide that the C2 
Regulatory Oversight Committee would consist of at least three 
directors instead of at least four directors.\29\ Finally, because the 
rules of C2 use terms from the CBOE rules, and also incorporate by 
reference certain CBOE rules, C2 also proposes to make minor, non-
substantive changes to its rules to reflect the changes in terminology 
and other technical changes that CBOE plans to make to its rules in 
connection with the CBOE Demutualization.\30\
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    \25\ See Article Four of the C2 Certificate of Incorporation. In 
addition, C2 proposes to delete Article Twelve of the Certificate of 
Incorporation because it is no longer necessary.
    \26\ See Section 3.1 of the C2 Bylaws. Further, C2 proposes to 
delete the second sentence of Section 3.1, which provides that 
``[t]he Board shall initially consist of 23 directors, including the 
Chief Executive Officer, twelve Non-Industry Directors and ten 
Industry Directors,'' because the initial board of directors of C2 
has already been appointed. C2 also proposes to change the reference 
to the ``Board of the Corporation'' in Section 3.1 to the ``Board'' 
and to delete a reference in the last sentence of the first 
paragraph regarding the initial C2 Board, because that Board has 
already been appointed.
    \27\ See Section 3.2 of the C2 Bylaws. C2 would no longer have 
different classes of directors.
    \28\ See Section 3.4(c) of the C2 Bylaws. C2 also proposes to 
amend Section 3.4(c) to replace a reference to ``SEC'' with 
``Securities and Exchange Commission (``SEC'').'' In addition, C2 
proposes to move a reference to ``Representative Directors'' 
(described below) in the first sentence of the seventh paragraph of 
Section 3.1 of the C2 Bylaws to clarify the intent of that sentence.
    \29\ See Section 4.6 of the C2 Bylaws. C2 also proposes to amend 
Section 5.8 of the Bylaws to modify the responsibilities of the 
Treasurer of C2. Specifically, C2 is proposing to delete the second 
sentence in Section 5.8, which reads ``[i]n addition, the Treasurer 
shall perform such duties and have such powers that are incident to 
the office of Treasurer, including without limitation the duty to 
keep and be responsible for all funds of the Corporation,'' to make 
this section consistent with the Treasurer provision in CBOE's post-
demutualization Bylaws.
    \30\ For example, CBOE is replacing the term ``member'' (or 
variations of it) with the term ``Trading Permit Holder'' (or 
variations of it) throughout its rulebook in connection with its 
demutualization. Similarly, C2 proposes to replace references in its 
rules to a CBOE ``member'' with the term ``CBOE Trading Permit 
Holder'' (or ``Trading Permit Holder'' in certain instances where 
there is a direct cross-reference to CBOE rules). Further, C2 
proposes to adopt in C2 Rule 1.1 the term ``CBOE Trading Permit,'' 
which is defined as a ``Trading Permit'' as such term is defined in 
CBOE's Bylaws and rules, and the term ``CBOE Trading Permit 
Holder,'' which is defined as a ``Trading Permit Holder'' as such 
term is defined in CBOE's Bylaws and rules. C2 also proposes to 
replace the term CBOE ``membership'' with the term ``CBOE Trading 
Permit'' (or ``Trading Permit'' in certain instances where there is 
a direct cross-reference to CBOE rules) and a CBOE ``Clearing 
Member'' (or variations of it) with the term ``Clearing Trading 
Permit Holder.'' In addition, C2 proposes to make a few minor, non-
substantive fixes to its rules. For example, C2 proposes to replace 
references to a C2 ``member'' in its rules with the term ``Permit 
Holder'' or ``Participant'' (which both have the same meaning under 
C2 rules). C2 also proposes to delete a reference in C2 Rule 3.3(b) 
regarding member organizations not registered as broker-dealers, 
because C2 does not have such organizations (i.e., all Permit 
Holders of C2 are required to be registered as broker-dealers). In 
addition, C2 proposes to fix some of the cross-references in its 
rules to CBOE rules.
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    C2 currently has in place a voting agreement with CBOE in which 
CBOE agrees to vote in favor of those individuals nominated by C2's 
Nominating and Governance Committee for election as C2 Representative 
Directors. After the demutualization, CBOE Holdings, and not CBOE, 
would be the sole stockholder of C2. Accordingly, C2 has proposed to 
enter into a new voting agreement with CBOE Holdings that similarly 
would require CBOE Holding to vote in favor of those individuals 
nominated by C2's Nominating and Governance Committee for election as 
C2 Representative Directors. In addition, C2 proposes to add a 
provision in the voting agreement to reflect the ``for cause'' removal 
standard for Representative Directors in C2's Bylaws, as discussed 
above.
    The Commission notes that changes proposed by C2 in its governing 
documents and rules are mostly technical in nature. Further, the 
Commission notes that C2's proposed amendment to require the removal of 
Representative Directors, rather than any director, for cause by the 
holders of a majority of the shares of stock is consistent with 
provisions approved by the Commission for other SROs'

[[Page 36147]]

governing documents.\31\ Moreover, as the ROC would continue to be 
composed solely of Non-Industry Directors, the Commission does not 
believe C2's proposal to decreased size of the committee compromises 
its ability to monitor the adequacy and effectiveness of C2's 
regulatory program. Finally, the Commission believes that a new voting 
agreement, as proposed by C2, is appropriate to ensure that C2 meet its 
statutory obligation to provide for the fair representation of its 
members in the administration of C2.\32\ As the Commission has 
previously noted in the context of other exchange governance proposals, 
this requirement helps to ensure that an exchange's members have a 
voice in the governing body of the exchange and the corresponding 
exercise by the exchange of its self-regulatory authority, and that the 
exchange is administered in a way that is equitable to all who trade on 
its market or through its facilities.\33\
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    \31\ See, e.g., Section 7 of the Amended and Restated By-Laws of 
BATS Exchange, Inc. and Section 7 of the Amended and Restated Bylaws 
of EDGX Exchange, Inc.
    \32\ Section 6(b)(3) of the Act, 15 U.S.C. 78f(b)(3).
    \33\ See, e.g., Securities Exchange Act Release Nos. 53128 
(January 13, 2006), 71 FR 3550, 3553 (January 23, 2006) (File No. 
10-131); 53382 (February 27, 2006), 71 FR 11251, 11259 (March 6, 
2006) (File No. SR-NYSE-2005-77); and 58375 (August 18, 2008), 73 FR 
49498, 49501 (August 21, 2008) (File No. 10-182).
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III. Conclusion

    For the foregoing reasons, the Commission believes that the 
proposed rule changes in connection with the transfer of ownership of 
C2 from CBOE to CBOE Holdings is consistent with the Act and that C2 
will be so organized and have the capacity to be able to carry out the 
purposes of the Act. The provisions in the applicable governing 
documents, discussed above, should minimize the potential that any 
person could interfere with or restrict the ability of C2 or the 
Commission to effectively carry out their respective regulatory 
oversight responsibilities. Further, the Commission notes that CBOE 
Holding has undertaken to ensure and maintain the regulatory 
independence of C2 to enable C2 to operate in a manner that complies 
with the federal securities laws, including the objectives of Sections 
6(b) of the Act.
    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\34\ that the proposed rule change (SR-C2-2010-002) be, and it 
hereby is, approved.
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    \34\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\35\
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    \35\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-15281 Filed 6-23-10; 8:45 am]
BILLING CODE 8010-01-P