[Federal Register Volume 78, Number 45 (Thursday, March 7, 2013)]
[Notices]
[Pages 14847-14848]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-05242]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-69012; File No. 10-209]


Topaz Exchange, LLC; Notice of Filing of Application for 
Registration as a National Securities Exchange Under Section 6 of the 
Securities Exchange Act of 1934

March 1, 2013.
    On July 3, 2012, Topaz Exchange, LLC (``Topaz Exchange'' or 
``Applicant'') submitted to the Securities and Exchange Commission 
(``Commission'') a Form 1 application under the Securities Exchange Act 
of 1934 (``Exchange Act''), seeking registration as a national 
securities exchange under Section 6 of the Exchange Act.\1\ On December 
19, 2012, Topaz Exchange submitted Amendment No. 1 to its Form 1 
application.\2\ On December 31, 2012, Topaz Exchange submitted 
Amendment No. 2 to its Form 1 application.\3\
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    \1\ On March 1, 2013, the Commission issued an order granting 
Topaz Exchange exemptive relief, subject to certain conditions, in 
connection with the filing of its Form 1 application. See Securities 
Exchange Act Release No. 69011. Because the Applicant's Form 1 
application was incomplete without the exemptive relief, the date of 
filing of such application is March 1, 2013.
    \2\ Amendment No. 1, among other things, includes changes to the 
Limited Liability Company Agreement and the Constitution of Topaz 
Exchange concerning board composition and size, the initial director 
election process, and the use of regulatory funds. Amendment No. 1 
also includes revisions to proposed rules of Topaz Exchange to 
remove rules relating to complex orders; to respond to comments on 
the Form 1 application from Commission staff; and to reflect recent 
changes to comparable rules of International Securities Exchange, 
LLC (``ISE''). Amendment No. 1 further provides additional 
descriptions in the Form 1 application regarding proposed allocation 
procedures, auction mechanisms, execution of qualified contingent 
crosses, and the initial director election process, and removes 
references to complex orders.
    \3\ Amendment No. 2, among other things, provides updated 
information regarding the board of directors of ISE and the 
Corporate Governance Committee of ISE and includes information 
regarding Longitude S.A., a newly incorporated affiliate of Topaz 
Exchange, which information includes the Articles of Incorporation 
of Longitude S.A. Amendment No. 2 also provides financial 
information for Longitude S.A. Finally, Amendment No. 2 provides an 
updated organizational chart that reflects the affiliates of Topaz 
Exchange.
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    The Commission is publishing this notice to solicit comments on 
Topaz Exchange's Form 1 application, as amended. The Commission will 
take any comments it receives into consideration in making its 
determination about whether to grant Topaz Exchange's request to be 
registered as a national securities exchange. The Commission will grant 
the registration if it finds that the requirements of the Exchange Act 
and the rules and regulations thereunder with respect to Topaz Exchange 
are satisfied.\4\
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    \4\ 15 U.S.C. 78s(a).
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    The Applicant's Form 1 application, as amended, provides detailed 
information on how Topaz Exchange proposes to satisfy the requirements 
of the Exchange Act. Topaz Exchange would be wholly-owned by its parent 
company, International Securities Exchange Holdings, Inc. (``ISE 
Holdings''), which also is the parent company of an existing national 
securities exchange, ISE. Topaz Exchange would operate a fully 
automated electronic trading platform for the trading of listed options 
and would not maintain a physical trading floor. Liquidity would be 
derived from orders to buy and orders to sell

[[Page 14848]]

submitted to Topaz Exchange electronically by its registered broker-
dealer members, as well as from quotes submitted electronically by 
market makers.
    A more detailed description of the manner of operation of Topaz 
Exchange's proposed system can be found in Exhibit E to Topaz 
Exchange's Form 1 application. The proposed rulebook for the proposed 
exchange can be found in Exhibit B to Topaz Exchange's Form 1 
application, and the governing documents for both Topaz Exchange and 
ISE Holdings can be found in Exhibit A and Exhibit C to Topaz 
Exchange's Form 1 application, respectively. A listing of the officers 
and directors of Topaz Exchange can be found in Exhibit J to Topaz 
Exchange's Form 1 application.
    Topaz Exchange's Form 1 application, including all of the Exhibits 
referenced above, is available online at www.sec.gov/rules/other.shtml 
as well as in the Commission's Public Reference Room. Interested 
persons are invited to submit written data, views, and arguments 
concerning Topaz Exchange's Form 1, including whether the application 
is consistent with the Exchange 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 Number 10-209 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 10-209. 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/other.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to Topaz Exchange's Form 1 filed with the 
Commission, and all written communications relating to the application 
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. 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 
publicly available. All submissions should refer to File Number 10-209 
and should be submitted on or before April 22, 2013.

    By the Commission.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-05242 Filed 3-6-13; 8:45 am]
BILLING CODE 8011-01-P