Federal Register / Vol. 75, No. 44 / Monday, March 8, 2010 / Notices 10539 

3See Securities Exchange Act Release No. 61233 

(December 23, 2009), 74 FR 69169 (December 30, 

2009) (SR–NYSE–2009–111). 

4 15 U.S.C. 78f. 

5 15 U.S.C. 78f(b)(4). 

6 15 U.S.C. 78s(b)(3)(A). 

7 17 CFR 240.19b–4(f)(2). 

8The text of the proposed rule change is available 

on the Commission’s Web site at http://

www.sec.gov/rules/sro.shtml. 

9 17 CFR 200.30–3(a)(12). 

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

www.nyse.com), at the Exchange’s 

Office of the Secretary, 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 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 has recently amended 

Exchange Rule 123C to, among other 

things, establish a new Closing Offset 

(‘‘CO’’) order.3 The CO order is a 

conditional-instruction limit order that 

is eligible to participate in the closing 

transaction to offset an order imbalance 

at the close. The CO order is not 

guaranteed to participate in the closing 

transaction but is eligible to participate 

when there is an imbalance of orders to 

be executed on the opposite side of the 

market from the CO order and there is 

no other interest remaining to trade at 

the closing price. The Exchange does 

not propose to charge transaction fees 

with respect to the execution of CO 

orders and proposes to amend its 2010 

price list to make this policy explicit. 

The Exchange will commence using the 

CO order type on March 1, 2010. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the objectives of Section 6 4 of the Act 

in general and furthers the objectives of 

Section 6(b)(4) 5 in particular, in that it 

is designed to provide for the equitable 

allocation of reasonable dues, fees and 

other charges among its members and 

other persons using its facilities. The 

Exchange believes that the proposal 

does not constitute an inequitable 

allocation of dues, fees and other 

charges, as all Exchange participants 

have the ability to enter CO orders. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will 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 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) 6 of the Act and Rule 19b– 

4(f)(2) 7 thereunder. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

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. 

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–NYSE–2010–14 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–NYSE–2010–14. 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,8 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 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–NYSE–2010–14 and should 

be submitted on or before March 29, 

2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–4764 Filed 3–5–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61620; File No. SR–DTC– 

2010–04] 

Self-Regulatory Organizations; The 

Depository Trust Company; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Modify Its 

Registered Transfer Agent Notification 

Methods for Assumption or 

Termination of Services 

March 1, 2010. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 notice is hereby given that on 

February 3, 2010, The Depository Trust 

Company (‘‘DTC’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 


srobinson on DSKHWCL6B1PROD with NOTICES
10540 Federal Register / Vol. 75, No. 44 / Monday, March 8, 2010 / Notices 

2 15 U.S.C. 78s(b)(3)(A)(iii). 

3 17 CFR 240.19b–4(f)(4). 

4The Commission has modified the text of the 

summaries prepared by DTC. 

5Securities Exchange Release Act No. 35378 

(February 15, 1995), 60 FR 9875 (February 22, 1995) 

(File No. SR–DTC–95–02). 

6 15 U.S.C. 78q–1. 

7 15 U.S.C. 78s(b)(3)(A)(iii). 

8 17 CFR 240.19b–4(f)(4). 

III below, which Items have been 

prepared primarily by DTC. DTC filed 

the proposal pursuant to Section 

19(b)(3)(A)(iii) of the Act 2 and Rule 

19b–4(f)(4) 3 thereunder so that the 

proposal was 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 purpose of the proposed rule 

change is to modify the registered 

transfer agent notification methods for 

assumption or termination of services. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

DTC 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. DTC has prepared 

summaries, set forth in sections (A), (B) 

and (C) below, of the most significant 

aspects of such statements.4

(A) Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

Rule 17Ad–16 under the Act is 

designed to help reduce delays in 

securities transfers. The rule requires 

registered transfer agents to notify the 

appropriate qualified registered 

securities depository when the transfer 

agent assumes or terminates services on 

behalf of an issuer or when the transfer 

agent changes its name or address. 

In 1995, DTC filed a proposed rule 

change with the Commission in which 

DTC requested designation as the 

appropriate qualified registered 

securities depository for purposes of 

Rule 17Ad–16 and also sought approval 

of its procedures to receive and transmit 

such notices. The Commission approved 

the rule filing and ordered that DTC be 

designated as the appropriate qualified 

registered securities depository.5

Existing DTC Procedures allow transfer 

agents to provide their notices to DTC 

by e-mail to DTC’s Transfer Agent 

Services Mailbox, by fax, or by mail. 

To increase certainty regarding where 

transfer agents should direct these 

notices to DTC, as well as to reduce 

costs and administrative burdens, DTC 

proposes modifying its Procedures so 

that registered transfer agents would 

only notify DTC by sending e-mails to 

DTC’s Transfer Agent Services Mailbox. 

The proposed changes to DTC’s 

Procedures can be found in Exhibit 5 to 

proposed rule change SR–DTC–2010–04 

at http://www.dtcc.com/downloads/

legal/rule_filings/2010/dtc/2010-04.pdf 

DTC believes the proposed rule 

change is consistent with the 

requirements of Section 17A of the Act 6

and the rules and regulations 

thereunder applicable to DTC because 

the proposed rule change promotes 

efficiencies in the clearance and 

settlement of securities transactions by 

modifying DTC’s Procedures to expedite 

the notification process for transfer 

agent changes and decrease transfer 

delays. 

(B) Self-Regulatory Organization’s 

Statement on Burden on Competition 

DTC does not believe that the 

proposed rule change will have any 

impact or impose any burden on 

competition. 

(C) Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments relating to the 

proposed rule change have not yet been 

solicited or received. DTC will notify 

the Commission of any written 

comments received by DTC. 

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)(iii) of the Act 7 and Rule 

19b–4(f)(4) 8 thereunder because the 

proposed rule change effects a change in 

an existing service of a registered 

clearing agency that: (i) Does not 

adversely affect the safeguarding of 

securities or funds in the custody or 

control of the clearing agency or for 

which it is responsible and (ii) does not 

significantly affect the respective rights 

or obligations of the clearing agency or 

persons using the service. At any time 

within sixty days of the filing of such 

rule change, the Commission may 

summarily abrogate 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. 

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 

• Electronic comments may be 

submitted by using 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–DTC–2010–04 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–DTC–2010–04. 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 Section, 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 filings 

also will be available for inspection and 

copying at the principal office of DTC 

and on DTC’s Web site at http://

www.dtcc.com/legal/rule_filings/dtc/

2010.php. 

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 


srobinson on DSKHWCL6B1PROD with NOTICES
Federal Register / Vol. 75, No. 44 / Monday, March 8, 2010 / Notices 10541 

9 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 60933 

(November 4, 2009), 74 FR 58334 (November 12, 

2009) (SR–FINRA–2008–067). 

4Nasdaq currently has rules under its 4000 series, 

so to mirror the changes made by FINRA as closely 

as possible, Nasdaq created a new Rule 4000A 

series. 

5See supra, note 3. 

6 15 U.S.C. 78o–5. 

7 15 U.S.C. 78f. 

8 15 U.S.C. 78f(b)(5). 

submissions should refer to file number 

SR–DTC–2010–04 and should be 

submitted on or before March 29, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–4763 Filed 3–5–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61606; File No. SR– 

NASDAQ–2010–026] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Eliminate 

Erroneous Citations From Rule 9557 

March 1, 2010. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on February 

24, 2010, The NASDAQ Stock Market 

LLC (‘‘Nasdaq’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by Nasdaq. 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 

Nasdaq is proposing to eliminate 

erroneous citations found under Rule 

9557. The text of the proposed rule 

change is below. Proposed new 

language is in italics and proposed 

deletions are in brackets. 

9557. Procedures for Regulating 

Activities Under Rules 4110A[,] and 

4120A [and 4130A] Regarding a Member 

Experiencing Financial or Operational 

Difficulties 

(a) Notice of Requirements and/or 

Restrictions; Nasdaq Action 

Nasdaq Regulation staff may issue a 

notice directing a member to comply 

with the provisions of Rule 4110A[,] or 

4120A [or 4130A]or restrict its business 

activities, either by limiting or ceasing 

to conduct those activities consistent 

with Rule 4110A[,] or 4120A [or 4130A], 

if Nasdaq Regulation staff has reason to 

believe that a condition specified in 

Rule 4110A[,] or 4120A [or 4130A] 

exists. A notice served under this Rule 

shall constitute Nasdaq action. 

(b)–(f) No change. 

(g) Additional Requirements and/or 

Restrictions or the Removal or 

Reduction of Requirements and/or 

Restrictions; Letter of Withdrawal of the 

Notice 

(1) Additional Requirements and/or 

Restrictions 

If a member continues to experience 

financial or operational difficulty 

specified in Rule 4110A or 4120A [or 

4130A], notwithstanding an effective 

notice, Nasdaq Regulation staff may 

impose additional requirements and/or 

restrictions by serving an additional 

notice under paragraph (b) of this Rule. 

The additional notice shall inform the 

member that it may apply for relief from 

the additional requirements and/or 

restrictions by filing a written request 

for a letter of withdrawal of the notice 

and/or a written request for a hearing 

before the Office of Hearing Officers 

under Rule 9559. The procedures 

delineated in this Rule shall be 

applicable to such additional notice. 

(2) No change. 

(A)–(B) No change. 

(h) No change. 

* * * * * 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

Nasdaq included statements concerning 

the purpose of, and basis for, the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below, and 

is set forth in Sections A, B, and C 

below. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Nasdaq is proposing to eliminate 

erroneous citations found under Rule 

9557. Many of Nasdaq’s rules are based 

on rules of Financial Industry 

Regulatory Authority (‘‘FINRA’’). Nasdaq 

endeavors to keep these common rules 

consistent with the analogous rules of 

FINRA, to the extent possible. FINRA 

recently adopted new consolidated 

financial responsibility rules found 

under a new FINRA Rule 4000 series.3

On January 20, 2010, Nasdaq filed a 

proposed rule change to make 

conforming changes to its rules, which 

included the adoption of a new Rule 

4000A series 4 and certain amendments 

to Rules 9557 and 9559.5 The proposed 

changes were immediately effective, and 

became operative on February 19, 2010. 

In adopting the new consolidated rules, 

FINRA eliminated Rule 3131 and in its 

place adopted a new Rule 4130 that 

concerns the regulation of activities of 

Section 15C members experiencing 

financial and/or operational difficulties 

and made conforming changes to 

citations found under FINRA Rule 9557. 

Section 15C of the Exchange Act 6

applies to government securities brokers 

and dealers, which does not apply to 

Nasdaq’s membership as no such class 

of membership exists under Nasdaq 

rules. As a consequence, Nasdaq did not 

adopt an analogous Rule 4130A. In 

revising citations in Rule 9557, 

however, Nasdaq inadvertently 

included erroneous references to Rule 

4130A. Accordingly, Nasdaq is 

proposing to eliminate the erroneous 

references to Rule 4130A found in Rule 

9557. 

2. Statutory Basis 

Nasdaq believes that the proposed 

rule change is consistent with the 

provisions of Section 6 of the Act,7 in 

general and with Section 6(b)(5) of the 

Act,8 in particular in that it is designed 

to prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to foster 

cooperation and coordination with 

persons engaged in regulating, clearing, 

settling, processing information with 

respect to, and facilitating transactions 

in securities, to remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. The 

proposed rule change corrects certain 

erroneous citations inadvertently 

included in Rule 9557 when adopting 

the new Rule 4000A series. 

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. 


srobinson on DSKHWCL6B1PROD with NOTICES