75522 Federal Register / Vol. 75, No. 232 / Friday, December 3, 2010 / Notices 

1See generally Securities Exchange Act Release 

Nos. 60372 (Jul. 23, 2009), 74 FR 37748 (Jul. 29, 

2009) and 61973 (Apr. 23, 2010), 75 FR 22656 (Apr. 

29, 2010) (temporary exemptions in connection 

with CDS clearing by ICE Clear Europe Limited); 

Securities Exchange Act Release Nos. 60373 (Jul. 

23, 2009), 74 FR 37740 (Jul. 29, 2009) and 61975 

(Apr. 23, 2010), 75 FR 22641 (Apr. 29, 2010) 

(temporary exemptions in connection with CDS 

clearing by Eurex Clearing AG); Securities Exchange 

Act Release Nos. 59578 (Mar. 13, 2009), 74 FR 

11781 (Mar. 19, 2009), 61164 (Dec. 14, 2009), 74 FR 

67258 (Dec. 18, 2009), and 61803 (Mar. 30, 2010), 

75 FR 17181 (Apr. 5, 2010) (temporary exemptions 

in connection with CDS clearing by Chicago 

Mercantile Exchange Inc.); Securities Exchange Act 

Release Nos. 59527 (Mar. 6, 2009), 74 FR 10791 

(Mar. 12, 2009), 61119 (Dec. 4, 2009), 74 FR 65554 

(Dec. 10, 2009), and 61662 (Mar. 5, 2010), 75 FR 

11589 (Mar. 11, 2010) (temporary exemptions in 

connection with CDS clearing by ICE Trust U.S. 

LLC); Securities Exchange Act Release No. 59164 

(Dec. 24, 2008), 74 FR 139 (Jan. 2, 2009) (temporary 

exemptions in connection with CDS clearing by 

LIFFE A&M and LCH.Clearnet Ltd.); and other 

Commission actions discussed in several of these 

orders. In addition, the Commission has issued 

interim final temporary rules that provide 

exemptions under the Securities Act of 1933 and 

the Securities Exchange Act of 1934 for CDS to 

facilitate the operation of one or more central 

counterparties for the CDS market. See Securities 

Act Release Nos. 8999 (Jan. 14, 2009), 74 FR 3967 

(Jan. 22, 2009) (initial approval), 9063 (Sep. 14, 

2009), 74 FR 47719 (Sep. 17, 2009) (extension until 

Nov. 30, 2010), and 9158 (Nov. 30, 2010) (extension 

until Jul. 16, 2011). 

2Securities Exchange Act Release No. 59578 

(Mar. 13, 2009), 74 FR 11781 (Mar. 19, 2009) 

(‘‘March 2009 CME Exemptive Order’’). 

3Securities Exchange Act Release Nos. 61164 

(Dec. 14, 2009), 74 FR 67258 (Dec. 18, 2009) 

(‘‘December 2009 CME Exemptive Order’’); 61803 

(Mar. 30, 2010), 75 FR 17181 (Apr. 5, 2010) (‘‘March 

2010 CME Exemptive Order’’). 

4See Letter from Ann K. Shuman, Managing 

Director and Deputy General Counsel, CME, to 

Elizabeth Murphy, Secretary, Commission, Nov. 29, 

2010 (‘‘November 2010 Request’’). 

5Public Law 111–203 (July 21, 2010). 

6See Public Law 111–203, Preamble. 

7Section 761(a)(6) of the Dodd-Frank Act defines 

a ‘‘security-based swap’’ as any agreement, contract, 

or transaction that is a ‘‘swap,’’ as defined in Section 

1a(47) of the Commodity Exchange Act, 7 U.S.C. 

1a(47), that is based on an index that is a narrowbased security index, a single security, or a loan, 

including any interest therein or on the value 

thereof; or the occurrence, nonoccurrence, or extent 

of the occurrence of an event relating to a single 

issuer of a security or the issuers of securities in a 

narrow-based security index, provided that such 

event directly affects the financial statements, 

financial condition, or financial obligations of the 

issuer. See Section 3(a)(68) of the Securities 

Exchange Act of 1934 (‘‘Exchange Act’’), 15 U.S.C. 

78c(a)(68) (as added by Section 761(a)(6) of the 

Dodd-Frank Act). Section 712(d) of the Dodd-Frank 

Act provides that the Commission and the 

Commodity Futures Trading Commission (‘‘CFTC’’), 

in consultation with the Board of Governors of the 

Federal Reserve System, shall, among other things, 

jointly further define the terms ‘‘swap’’ and 

‘‘security-based swap.’’ 

8Section 761(a)(2) of the Dodd-Frank Act 

explicitly includes security-based swaps in the 

definition of ‘‘security’’ in Section 3(a)(10) of the 

Exchange Act, 15 U.S.C. 78c. 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/other.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number S7–16–09 on the subject line; 

or 

• Use the Federal eRulemaking Portal 

(http://www.regulations.gov/). Follow 

the instructions for submitting 

comments. 

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 S7–16–09. This file number 

should be included on the subject line 

if e-mail is used. To help us process and 

review your comments more efficiently, 

please use only one method. We will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/other.shtml). Comments are also 

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 

a.m. and 3 p.m. All comments received 

will be posted without change; we do 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. 

III. Conclusion 

It is hereby ordered, pursuant to 

Section 36(a) of the Exchange Act, that, 

until July 16, 2011, the following 

exemptions connected with CDS 

clearing by ICE Clear Europe contained 

in the April 2010 ICE Clear Europe 

Exemptive Order are extended: (i) The 

temporary conditional exemption 

granted to ICE Clear Europe from 

clearing agency registration under 

Section 17A of the Exchange Act solely 

to perform the functions of a clearing 

agency for certain non-excluded CDS; 

(ii) the temporary conditional 

exemption of ICE Clear Europe and 

certain of its clearing members from the 

registration requirements of Sections 5 

and 6 of the Exchange Act solely in 

connection with the calculation of 

mark-to-market prices for certain nonexcluded CDS cleared by ICE Clear 

Europe; (iii) the temporary conditional 

exemption of ICE Clear Europe and 

certain eligible contract participants 

from certain Exchange Act requirements 

with respect to certain non-excluded 

CDS cleared by ICE Clear Europe; and 

(iv) the temporary conditional 

exemption from certain Exchange Act 

requirements granted to registered 

broker-dealers with respect to certain 

non-excluded CDS. 

By the Commission. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2010–30375 Filed 12–2–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63388; File No. S7–06–09] 

Order Extending Temporary 

Conditional Exemptions Under the 

Securities Exchange Act of 1934 in 

Connection With Request of Chicago 

Mercantile Exchange Inc. Related to 

Central Clearing of Credit Default 

Swaps and Request for Comment 

November 29, 2010. 

I. Introduction 

The Securities and Exchange 

Commission (‘‘Commission’’) has taken 

multiple actions designed to help foster 

the prompt development of credit 

default swap (‘‘CDS’’) central 

counterparties (‘‘CCP’’), including 

granting temporary conditional 

exemptions from certain provisions of 

the federal securities laws.1

In March 2009, the Commission 

issued an order providing temporary 

conditional exemptions to the Chicago 

Mercantile Exchange Inc. (‘‘CME’’), and 

certain other parties, to permit CME to 

clear and settle CDS transactions.2 In 

response to CME’s request, the 

Commission temporarily extended and 

expanded the exemptions in December 

2009 and in March 2010.3 The current 

exemptions pursuant to the March 2010 

CME Exemptive Order are scheduled to 

expire on November 30, 2010, and CME 

has requested that the Commission 

extend the exemptions contained in the 

March 2010 CME Exemptive Order.4

II. Discussion 

A. Legislative Developments 

Subsequent to the Commission’s 

issuance of the March 2010 CME 

Exemptive Order, the President signed 

the Dodd-Frank Wall Street Reform and 

Consumer Protection Act of 2010 

(‘‘Dodd-Frank Act’’) into law.5 The 

Dodd-Frank Act was enacted to, among 

other purposes, promote the financial 

stability of the United States by 

improving accountability and 

transparency in the financial system.6

To this end, the provisions of Title VII 

of the Dodd-Frank Act provide for the 

comprehensive regulation of securitybased swaps 7 by the Commission.8 The 

Dodd-Frank Act amends the Exchange 

Act to require, among other things, that 

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Federal Register / Vol. 75, No. 232 / Friday, December 3, 2010 / Notices 75523 

9See Section 763(a) of the Dodd-Frank Act 

(adding new Section 3C to the Exchange Act, 15 

U.S.C. 78c–2). 

10See Section 763(b) of the Dodd-Frank Act 

(adding new Section 17A(l) to the Exchange Act, 15 

U.S.C. 78q–1(1)). Under this Deemed Registered 

Provision, CME will be required to comply with all 

requirements of the Exchange Act, and the rules 

thereunder, applicable to registered clearing 

agencies to the extent it clears security-based swaps 

after the effective date of the Deemed Registered 

Provision, including, for example, the obligation to 

file proposed rule changes under Section 19(b) of 

the Exchange Act. 

11Section 774 of the Dodd-Frank Act states, 

‘‘[u]nless otherwise provided, the provisions of this 

subtitle shall take effect on the later of 360 days 

after the date of the enactment of this subtitle or, 

to the extent a provision of this subtitle requires a 

rulemaking, not less than 60 days after publication 

of the final rule or regulation implementing such 

provision of this subtitle.’’ 

12See November 2010 Request, supra note 4. 

13See id. 

14See infra note 17. CME also notes that it is 

evaluating the creation of a separate guaranty fund 

for its CDS and futures business. See November 

2010 Request, supra note 4. 

15 15 U.S.C. 78mm. Section 36 of the Exchange 

Act authorizes the Commission to conditionally or 

unconditionally exempt any person, security, or 

transaction, or any class of classes of persons, 

securities, or transactions, from any provision or 

provisions of the Exchange Act or any rule or 

regulation thereunder, by rule, regulation, or order, 

to the extent that such exemption is necessary or 

appropriate in the public interest, and is consistent 

with the protection of investors. 

16See November 2010 Request, supra note 4. The 

exemptions we are granting today are based on all 

of the representations made by CME in its request, 

which incorporate representations made by CME in 

its requests for relief in connection with the March 

2010 CME Exemptive Order, the December 2009 

CME Exemptive Order, and the March 2009 CME 

Exemptive Order. We recognize, however, that there 

could be legal uncertainty in the event that one or 

more of the underlying representations were to 

become inaccurate. Accordingly, if any of these 

exemptions were to become unavailable by reason 

of an underlying representation no longer being 

materially accurate, the legal status of existing open 

positions in non-excluded CDS (as defined in the 

March 2010 CME Exemptive Order) that previously 

had been cleared pursuant to the exemptions would 

remain unchanged, but no new positions could be 

established pursuant to the exemptions until all of 

the underlying representations were again accurate. 

17The March 2010 CME Exemptive Order 

required CME clearing members relying on this 

exemption to hold customer collateral in one of 

three types of accounts: (i) in an account 

established pursuant to Section 4d of the 

Commodity Exchange Act; (ii) in the absence of a 

4d Order from the CFTC, in an account that is part 

of a separate account class, specified by CFTC 

Bankruptcy Rules (see 17 CFR 190.01 et seq.), 

established for a futures commission merchant 

(‘‘FCM’’) to hold its customers’ positions and 

collateral in cleared OTC derivatives; or (iii) if both 

of those alternatives are not available, in an account 

established in accordance with CFTC Rule 30.7 

(with additional disclosures to be made to the 

customer). The CFTC has taken final action on 

proposed rules to establish a new account class that 

is applicable to positions in ‘‘Cleared OTC 

Derivatives,’’ which became effective on May 6, 

2010. See 75 FR 17297 (Apr. 6, 2010). On October 

4, 2010, CME implemented rules with substantive 

requirements for the treatment of customer cleared 

OTC derivatives, and as of that date all CME cleared 

customer CDS positions and related collateral 

previously held in CFTC Rule 30.7 accounts are 

required to be held in ‘‘cleared OTC Derivatives 

Customer Sequestered Accounts.’’ Given these 

developments, the terms of the March 2010 CME 

Exemptive Order, and this Order, require customer 

collateral to be held in an account established 

pursuant to a 4d Order or an account that is part 

of a separate account class established for an FCM 

to hold its customers’ positions and collateral in 

Cleared OTC Derivatives. 

18See March 2010 CME Exemptive Order, supra 

note 3. 

19See Comment from Richard Gaib, Apr. 5, 2010, 

commenting on the farm credit system. 

transactions in security-based swaps be 

cleared through a clearing agency that is 

registered with the Commission or that 

is exempt from registration if they are of 

a type that the Commission determines 

must be cleared, unless an exception or 

exemption from mandatory clearing 

applies.9 Furthermore, Title VII of the 

Dodd-Frank Act provides that a 

derivatives clearing organization 

registered with the CFTC that cleared 

swaps pursuant to an exemption from 

registration as a clearing agency prior to 

the date of enactment of the Dodd-Frank 

Act, such as CME, is deemed registered 

as a clearing agency for the purposes of 

clearing security-based swaps (‘‘Deemed 

Registered Provision’’).10 The Deemed 

Registered Provision, along with other 

general provisions under Title VII of the 

Dodd-Frank Act, becomes effective on 

July 16, 2011.11 As a result, CME will 

no longer need the exemption from 

registration as a clearing agency under 

Section 17A of the Exchange Act 

provided by the March 2010 CME 

Exemptive Order, and previous orders, 

to clear security-based swaps after the 

Deemed Registered Provision becomes 

effective. 

B. CME’s Request for Extension of 

March 2010 CME Exemptive Order 

CME seeks an extension of the 

temporary exemptions of the March 

2010 CME Exemptive Order under the 

same terms and conditions contained in 

the March 2010 CME Exemptive 

Order.12 CME’s request for an extension 

of the March 2010 CME Exemptive 

Order incorporates representations 

made in the requests preceding the 

March 2010 CME Exemptive Order, the 

December 2009 CME Exemptive Order, 

and the March 2009 CME Exemptive 

Order,13 which are discussed in detail 

in our earlier CME orders. CME 

represents that there have been no 

material changes to the statements made 

in the previous requests, apart from 

CME’s adoption of substantive rules for 

the treatment of customer cleared OTC 

derivatives.14 Furthermore, CME 

represents that it will implement 

policies and procedures designed to 

ensure compliance with the terms of the 

Exemptive Orders and conduct an 

internal review related to its compliance 

program. 

Accordingly, consistent with our 

findings in the March 2010 CME 

Exemptive Order, and, in particular, in 

light of the risk management and 

systemic benefits in continuing to 

facilitate CDS clearing by CME until 

Title VII of the Dodd-Frank Act becomes 

fully effective, the Commission finds 

that it is necessary or appropriate in the 

public interest and is consistent with 

the protection of investors to exercise its 

authority to extend the exemptive relief 

granted in the March 2010 CME 

Exemptive Order until July 16, 2011. 

Specifically, pursuant to the 

Commission’s authority under Section 

36 of the Exchange Act,15 based on the 

facts presented and the representations 

made by CME,16 the Commission is 

extending until July 16, 2011, under the 

same terms and conditions in the March 

2010 CME Exemptive Order, each of the 

existing exemptions connected with 

CDS clearing by CME, which include: 

The temporary conditional exemption 

granted to CME from clearing agency 

registration under Section 17A of the 

Exchange Act solely to perform the 

functions of a clearing agency for certain 

non-excluded CDS; the temporary 

conditional exemption of CME and 

certain of its clearing members from the 

registration requirements of Sections 5 

and 6 of the Exchange Act solely in 

connection with the calculation of 

mark-to-market prices for certain nonexcluded CDS cleared by CME; the 

temporary conditional exemption of 

CME and certain eligible contract 

participants from certain Exchange Act 

requirements with respect to certain 

non-excluded CDS cleared by CME; the 

temporary conditional exemption of 

certain CME clearing members that 

receive customer collateral in 

connection with certain non-excluded 

CDS cleared by CME from certain 

Exchange Act requirements;17 and the 

temporary conditional exemption from 

certain Exchange Act requirements 

granted to registered broker-dealers with 

respect to certain non-excluded CDS.18

C. Solicitation of Comments 

When we granted the March 2010 

CME Exemptive Order, we requested 

comment on all aspects of the 

exemptions. We received one comment 

in response to this request, the content 

of which is outside of the scope of the 

Commission’s jurisdiction.19

In connection with this Order 

extending the exemptions granted in 

connection with CDS clearing by CME, 

we reiterate our request for comments 

on all aspects of the exemptions. 

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75524 Federal Register / Vol. 75, No. 232 / Friday, December 3, 2010 / Notices 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4 15 U.S.C. 78s(b)(3)(A). 

5 17 CFR 240.19b–4(f)(6). 

6See Securities Exchange Act Release Nos. 56148 

(July 26, 2007); 72 FR 42146 (Aug. 1, 2007) (order 

approving the Agreement), 56147 (July 26, 2007); 72 

FR 42166 (Aug. 1, 2007) (SR–NASD–2007–054) 

(order approving the incorporation of certain NYSE 

Rules as ‘‘Common Rules’’), and 60409 (July 30, 

2009); 74 FR 39353 (Aug. 6, 2009) (order approving 

the amended and restated Agreement, adding NYSE 

Amex LLC as a party). Paragraph 2(b) of the 

Agreement sets forth procedures regarding 

proposed changes by FINRA, NYSE, or NYSE Amex 

to the substance of any of the Common Rules. 

Comments may be submitted by any 

of the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/other.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number S7–06–09 on the subject line; 

or 

• Use the Federal eRulemaking Portal 

(http://www.regulations.gov/). Follow 

the instructions for submitting 

comments. 

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 S7–06–09. This file number 

should be included on the subject line 

if e-mail is used. To help us process and 

review your comments more efficiently, 

please use only one method. We will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/other.shtml). Comments are also 

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 

a.m. and 3 p.m. All comments received 

will be posted without change; we do 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. 

III. Conclusion 

It is hereby ordered, pursuant to 

Section 36(a) of the Exchange Act, that, 

until July 16, 2011, the following 

exemptions connected with CDS 

clearing by CME contained in the March 

2010 CME Exemptive Order are 

extended: (i) The temporary conditional 

exemption granted to CME from clearing 

agency registration under Section 17A 

of the Exchange Act solely to perform 

the functions of a clearing agency for 

certain non-excluded CDS; (ii) the 

temporary conditional exemption of 

CME and certain of its clearing members 

from the registration requirements of 

Sections 5 and 6 of the Exchange Act 

solely in connection with the 

calculation of mark-to-market prices for 

certain non-excluded CDS cleared by 

CME; (iii) the temporary conditional 

exemption of CME and certain eligible 

contract participants from certain 

Exchange Act requirements with respect 

to certain non-excluded CDS cleared by 

CME; (iv) the temporary conditional 

exemption of certain CME clearing 

members that receive customer 

collateral in connection with certain 

non-excluded CDS cleared by CME from 

certain Exchange Act requirements; and 

(v) the temporary conditional exemption 

from certain Exchange Act requirements 

granted to registered broker-dealers with 

respect to certain non-excluded CDS. 

By the Commission. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2010–30374 Filed 12–2–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63381; File No. SR– 

NYSEAMEX–2010–106] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by NYSE 

Amex LLC Amending NYSE Amex 

Equities Rule 5190 To Correspond 

With Rule Changes Filed by the 

Financial Industry Regulatory 

Authority, Inc. 

November 29, 2010. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on November 

19, 2010, NYSE Amex LLC (the 

‘‘Exchange’’ or ‘‘NYSE Amex’’) 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 NYSE Amex. The 

Exchange has designated the proposed 

rule change as constituting a ‘‘noncontroversial’’ rule change under 

Section 19(b)(3)(A) of the Act,4 and Rule 

19b–4(f)(6) thereunder,5 which renders 

the proposal effective upon filing with 

the Commission. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

NYSE Amex Equities Rule 5190 to 

correspond with rule changes filed by 

the Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) and approved 

by the Commission. The text of the 

proposed rule change is available at the 

Exchange, the Commission’s Public 

Reference Room, and http:// 

www.nyse.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, 

NYSE Amex 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 those 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant parts 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 purpose of the proposed rule 

changes is to amend NYSE Amex 

Equities Rule 5190 (Notification 

Requirements for Offering Participants) 

to correspond with rule changes filed by 

FINRA and approved by the 

Commission. 

Background: 

On July 30, 2007, FINRA’s 

predecessor, the National Association of 

Securities Dealers, Inc. (‘‘NASD’’), and 

NYSE Regulation, Inc. (‘‘NYSER’’) 

consolidated their member firm 

regulation operations into a combined 

organization, FINRA. Pursuant to Rule 

17d–2 under the Securities Exchange 

Act of 1934, as amended (the ‘‘Act’’), 

NYSE, NYSER and FINRA entered into 

an agreement (the ‘‘Agreement’’) to 

reduce regulatory duplication for their 

members by allocating to FINRA certain 

regulatory responsibilities for certain 

NYSE rules and rule interpretations 

(‘‘FINRA Incorporated NYSE Rules’’). 

NYSE Amex LLC (‘‘NYSE Amex’’) 

became a party to the Agreement 

effective December 15, 2008.6

As part of its effort to reduce 

regulatory duplication and relieve firms 

that are members of FINRA, NYSE, and 

NYSE Amex of conflicting or 

unnecessary regulatory burdens, FINRA 

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