79058 Federal Register / Vol. 75, No. 242 / Friday, December 17, 2010 / Notices 

10 15 U.S.C. 78s(b)(3)(A). 

11 17 CFR 240.19b–4(f)(6). 

12 17 CFR 240.19b–4(f)(6)(iii). 

13For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule change’s impact on efficiency, 

competition, and capital formation. 15 U.S.C. 78c(f). 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

practices, promote just and equitable 

principles of trade, foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system, and, in general, protect 

investors and the public interest. 

NASDAQ believes that the proposed 

rule change is consistent with these 

requirements because exempting 

member firms that are entirely 

withdrawing as a market maker in a 

Qualified Security from the thirty-day 

written notice requirement of Rule 

7018(i)(3) eliminates an inconsistency 

in the current rules concerning the 

notice a market maker is required to 

provide NASDAQ when it determines to 

withdraw from making a market in 

Qualified Securities. NASDAQ believes 

a member firm should be able withdraw 

from making a market in any security 

under the terms of Rule 4620(a) and not 

be subject to an additional notice 

requirement that was designed to apply 

to member firms that would continue to 

participate as a registered market maker 

in the security. Further, NASDAQ does 

not believe that compelling a member 

firm wishing to withdraw as a market 

maker in a Qualified Security to 

participate as a market maker and DLP 

in that security during the thirty-day 

notice period is beneficial to the 

member firm or the quality of the 

market in the Qualified Security. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

NASDAQ does not believe that the 

proposed rule change will result in any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A)10 of the Act and Rule 19b– 

4(f)(6) thereunder.11 At any time within 

60 days of the filing of the 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. 

NASDAQ has asked that the 

Commission waive the 30-day preoperative waiting period contained in 

Rule 19b–4(f)(6)(iii).12 NASDAQ has 

requested such waiver to quickly cure 

an unintended inconsistency in the 

notice requirements for withdrawing as 

a market maker in certain securities. 

Based on NASDAQ’s representations 

that the proposed rule change is noncontroversial and that no novel issues 

are presented in this proposed rule 

change, the Commission sees no reason 

to delay implementation of the 

proposed rule change. The Commission 

believes it is consistent with the 

protection of investors and the public 

interest to waive the 30-day operative 

delay, and hereby grants such waiver.13

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

Number SR–NASDAQ–2010–164 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–NASDAQ–2010–164. This 

file number should be included on the 

subject line if e-mail 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 on official business 

days between the hours of 10 a.m. and 

3 p.m. Copies of such filing also will be 

available for inspection and copying at 

the principal offices 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–NASDAQ–2010–164, and 

should be submitted on or before 

January 7, 2011. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–31682 Filed 12–16–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63531; File No. SR–ISE– 

2010–109] 

Self-Regulatory Organizations; 

International Securities Exchange, 

LLC; Notice of Filing and Immediate 

Effectiveness of Proposed Rule 

Change Relating to a Fee Waiver 

December 10, 2010. 

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 November 

30, 2010, the International Securities 

Exchange, LLC (the ‘‘Exchange’’ or the 

‘‘ISE’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

the proposed rule change, as described 

in Items I and II below, which items 

have been prepared by the selfregulatory organization. The 

Commission is publishing this notice to 


emcdonald on DSK2BSOYB1PROD with NOTICES
Federal Register / Vol. 75, No. 242 / Friday, December 17, 2010 / Notices 79059 

3The Note to the CMM Inactivity Fee on the 

Schedule of Fees provides that the fee applies to the 

owner of the CMM membership, unless the inactive 

CMM membership is subject to a lease that was 

approved by the Exchange prior to the effective date 

of the fee, in which case the fee would apply to the 

lessee. 

4See ISE Rule 303(b). 

5The Exchange has been working with its 

members to assure a smooth transition to the new 

trading platform and will continue to do so up to 

the launch of the new technology and during the 

Transition Period. 

6 15 U.S.C. 78f(b)(4). 7 15 U.S.C. 78s(b)(3)(A)(ii). 

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 ISE is proposing to amend its 

Schedule of Fees regarding its 

Competitive Market Maker (‘‘CMM’’) 

Inactivity Fee. The text of the proposed 

rule change is available on the 

Exchange’s Web site (http:// 

www.ise.com), at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 

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 

self-regulatory organization 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 

ISE proposes to amend its Schedule of 

Fees regarding its CMM Inactivity Fee. 

ISE currently charges the owner 3 of a 

CMM membership an Inactivity Fee of 

$25,000 a month per trading right if the 

owner does not (i) itself operate the 

CMM membership, (ii) lease the CMM 

Trading Right to another member which 

operates the CMM membership, or (iii) 

avail itself to one of the exemptions 

specifically authorized in the Notes to 

the CMM Inactivity Fee on the Schedule 

of Fees. Pursuant to ISE Rules, however, 

a CMM Member may not operate more 

than 10 CMM Trading Rights.4 A CMM 

that has more than 10 trading rights 

must lease the additional trading rights 

or else be subject to the CMM Inactivity 

Fee. 

The Exchange has developed an 

enhanced technology trading platform 

and will migrate from its current trading 

system to the new trading system over 

time (the ‘‘Transition Period’’). The 

Exchange believes that during the 

Transition Period it would be 

impractical for a firm to become a new 

market maker on the Exchange due to 

the level of financial and technical 

resources that a new market maker 

would be required to commit. As a 

result, CMMs who are actively seeking 

to lease their trading rights during the 

Transition Period are unlikely to find a 

firm that would be willing to commit 

such resources. Therefore, ISE proposes 

to waive its current CMM Inactivity Fee 

until the new trading system has been 

completely rolled out.5 This proposed 

fee waiver would only apply to trading 

rights in excess of the 10 trading rights 

that a CMM is permitted to operate 

provided that CMM Member owns more 

than 10 trading rights. 

2. 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)(4)6

that an exchange have an equitable 

allocation of reasonable dues, fees and 

other charges among its members and 

other persons using its facilities. In 

particular, the proposed fee waiver is 

simply a recognition of the fact that it 

would be impractical for a new firm to 

become a member of the Exchange 

during the Transition Period, and thus, 

serves to effectively maintain low fees 

during this time. 

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. 

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)(A)(ii) of the Act.7 At any time 

within 60 days of the filing of such 

proposed rule change, the Commission 

summarily may 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. 

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 E-mail to rulecomments@sec.gov. Please include File 

No. SR–ISE–2010–109 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–ISE–2010–109. This file 

number should be included on the 

subject line if e-mail 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 Commissions 

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 

a.m. and 3 p.m. Copies of such filing 

also will be available for inspection and 


emcdonald on DSK2BSOYB1PROD with NOTICES
79060 Federal Register / Vol. 75, No. 242 / Friday, December 17, 2010 / Notices 

8 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4The NYSE, a New York limited liability 

company, is an indirect wholly-owned subsidiary of 

NYSE Euronext. 

copying at the principal office of the 

ISE. 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–ISE–2010–109 and should 

be submitted by January 7, 2011. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–31683 Filed 12–16–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63532; File No. SR–NYSE– 

2010–77] 

Self-Regulatory Organizations; Notice 

of Filing of Proposed Rule Change, as 

Modified by Amendment No. 1, by New 

York Stock Exchange LLC in 

Connection with the Proposal of NYSE 

Euronext to Eliminate the Requirement 

of an 80% Supermajority Vote to 

Amend or Repeal Section 3.1 of its 

Bylaws 

December 13, 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 

30, 2010, New York Stock Exchange 

LLC (‘‘NYSE’’ or 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. On December 3, 2010, the 

Exchange filed Amendment No. 1 to the 

proposed rule change. 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 is submitting this rule 

filing in connection with the proposal of 

its ultimate parent, NYSE Euronext (the 

‘‘Corporation’’),4 to amend its bylaws 

(the ‘‘Bylaws’’) to eliminate the 

requirement that the affirmative vote of 

the holders of not less than 80% of the 

votes entitled to be cast by the holders 

of the outstanding capital stock of the 

Corporation entitled to vote generally in 

the election of directors is necessary for 

the stockholders to amend or repeal 

Article III, Section 3.1 of the Bylaws. 

The text of the proposed rule change is 

available at the Exchange, the 

Commission’s Public Reference Room, 

and the Exchange’s website at 

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, the 

self-regulatory organization 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 Exchange is submitting this rule 

filing in connection with the proposal of 

the Corporation, which is the ultimate 

parent company of the Exchange, to 

amend its Bylaws to eliminate the 

requirement that the affirmative vote of 

the holders of not less than 80% of the 

votes entitled to be cast by the holders 

of the outstanding capital stock of the 

Corporation entitled to vote generally in 

the election of directors is necessary for 

the stockholders to amend or repeal 

Article III, Section 3.1 of the Bylaws 

relating to the general powers of the 

Board of Directors of the Corporation 

(‘‘Board’’). Section 3.1 also provides that 

the number of Directors on the Board 

shall be fixed and changed from time to 

time exclusively by the Board pursuant 

to a resolution adopted by two-thirds of 

the directors then in office. Elimination 

of this 80% ‘‘supermajority’’ voting 

provision as it relates to Section 3.1 will 

have the effect that only a majority of 

the same number of votes entitled to be 

cast will be required to amend or repeal 

this section of the Bylaws. 

Background 

In connection with its 2010 Annual 

Meeting, the Corporation received a 

stockholder proposal to eliminate the 

supermajority voting requirements 

necessary to amend certain provisions 

of the Corporation’s certificate of 

incorporation (‘‘Certificate’’) and Bylaws. 

Following receipt of that proposal, the 

Corporation began discussions with its 

regulators regarding the possibility of 

amending its Certificate and Bylaws to 

implement the proposal. While 

recognizing the interest of stockholders 

in simple majority voting to amend 

these basic governing documents, the 

Corporation was also cognizant of the 

fact that, at the time of the merger 

between Euronext and NYSE Group that 

created the Corporation, both European 

and U.S regulators were concerned 

about insuring a balance of U.S. and 

European perspectives in the 

governance of the newly formed entity. 

The regulators and the respective boards 

of directors viewed the combination of 

Euronext and NYSE Group as a ‘‘merger 

of equals,’’ and balanced representation 

between American and European 

representatives on the Board was the 

primary means by which the principle 

of equality was to be implemented. The 

regulatory authorities approved 

supermajority voting to amend the 

governance provisions in the Certificate 

and Bylaws considered to be most 

important in maintaining this balance. 

Following further discussions 

between the Corporation and its 

regulators, the regulators have indicated 

that they would not oppose a change to 

a simple majority provision for certain 

of the provisions currently subject to an 

80% voting requirement, including 

Article III, Section 3.1 of the Bylaws. 

Section 3.1 reads as follows: 

‘‘General Powers. The business and 

affairs of the Corporation shall be 

managed by or under the direction of 

the Board of Directors. The number of 

directors on the Board of Directors shall 

be fixed and changed from time to time 

exclusively by the Board of Directors 

pursuant to a resolution adopted by 

two-thirds of the directors then in office. 

In addition to the powers and 

authorities expressly conferred upon 

them by these Bylaws, the Board of 

Directors may exercise all such powers 

of the Corporation and do all such 

lawful acts and things as are not by 

statute or by the Certificate of 

Incorporation or by these Bylaws 

required to be exercised or done by the 

stockholders. A director need not be a 

stockholder.’’ 

The purpose of this proposed rule 

change is to implement the decision of 

the Board to remove the 80% 

supermajority voting requirement with 

respect to the aforementioned Bylaw 

provision. 


emcdonald on DSK2BSOYB1PROD with NOTICES