Federal Register / Vol. 75, No. 42 / Thursday, March 4, 2010 / Notices 9981 

17See supra note 16 (citing to Securities 

Exchange Act Release No. 57987). 

18 15 U.S.C. 78q(d). 

19 17 CFR 200.30–3(a)(34). 

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

2Securities Exchange Act Release No. 61254 (Dec. 

29, 2009), 75 FR 1093. 

3The Commission recently approved rule 

changes permitting NYSE Amex, NYSE Arca, 

International Securities Exchange, and the Chicago 

Board Options Exchange to each list and trade 

options based on the EFTS Gold Trust and EFTS 

Silver Trust shares. Securities Exchange Act Release 

Continued 

7FINRA shall not have any Regulatory Responsibility regarding the self regulatory organization’s requirements to the extent such 

rules do not contain an exception to permit 

sharing in the profits and losses of an account. 8FINRA shall not have any Regulatory Responsibility regarding the self regulatory organization’s requirements to the extent such 

rules do not contain an exception addressing 

immediate family. 

IV. Solicitation of Comments 

In order to assist the Commission in 

determining whether to approve the 

17d–2 plan, interested persons are 

invited to submit written data, views, 

and arguments concerning the 

foregoing. 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 S7–966 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

Station Place, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number S7–966. 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/other.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed plan that 

are filed with the Commission, and all 

written communications relating to the 

proposed plan 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 plan also will be available for 

inspection and copying at the principal 

offices of BATS, CBOE, C2, ISE, FINRA, 

NYSE, Amex, Arca, NASDAQ, BX and 

the Phlx. 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 S7–966 and should be 

submitted on or before March 25, 2010. 

V. Discussion 

The Commission continues to believe 

that the proposed plan is an 

achievement in cooperation among the 

SRO participants, and will reduce 

unnecessary regulatory duplication by 

allocating to the designated SRO the 

responsibility for certain options-related 

sales practice matters that would 

otherwise be performed by multiple 

SROs. The plan promotes efficiency by 

reducing costs to firms that are members 

of more than one of the SRO 

participants. In addition, because the 

SRO participants coordinate their 

regulatory functions in accordance with 

the plan, the plan promotes, and will 

continue to promote, investor 

protection. 

Under paragraph (c) of Rule 17d–2, 

the Commission may, after appropriate 

notice and comment, declare a plan, or 

any part of a plan, effective. In this 

instance, the Commission believes that 

appropriate notice and comment can 

take place after the proposed 

amendment is effective. The primary 

purpose of the amendment is to add 

BATS Exchange, Inc. and C2 Options 

Exchange, Incorporated as SRO 

participants and to reflect the name 

changes of the American Stock 

Exchange, LLC to the NYSE Amex LLC, 

the Boston Stock Exchange, Inc. to the 

NASDAQ OMX BX, Inc., and the 

Philadelphia Stock Exchange, Inc. to the 

NASDAQ OMX PHLX, Inc. The 

Commission notes that the prior version 

of this plan immediately prior to this 

proposed amendment was published for 

comment and the Commission did not 

receive any comments thereon.17

Furthermore, the Commission does not 

believe that the amendment to the plan 

raises any new regulatory issues that the 

Commission has not previously 

considered. 

VI. Conclusion 

This order gives effect to the amended 

plan submitted to the Commission that 

is contained in File No. S7–966. 

It is therefore ordered, pursuant to 

Section 17(d) of the Act,18 that the 

amended plan dated February 5, 2010 

by and between the BATS, CBOE, C2, 

ISE, FINRA, NYSE, Amex, Arca, 

NASDAQ, BX and the Phlx filed 

pursuant to Rule 17d–2 is hereby 

approved and declared effective. 

It is further ordered that those SRO 

participants that are not the DOEA as to 

a particular common member are 

relieved of those regulatory 

responsibilities allocated to the common 

member’s DOEA under the amended 

plan to the extent of such allocation. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–4456 Filed 3–3–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61591; File No. SR–OCC– 

2009–20] 

Self-Regulatory Organizations; The 

Options Clearing Corporation; Order 

Approving Proposed Rule Change 

Relating to ETFS Physical Swiss Gold 

Shares and ETFS Physical Silver 

Shares 

February 25, 2010. 

I. Introduction 

On December 14, 2009, The Options 

Clearing Corporation (‘‘OCC’’) filed with 

the Securities and Exchange 

Commission the proposed rule change 

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

Securities Exchange Act of 1934.1 On 

January 8, 2010, the Commission 

published notice of the proposed rule 

change in the Federal Register to solicit 

comments from interested persons.2 For 

the reasons discussed below, the 

Commission is approving the proposed 

rule change. 

II. Description 

The proposed rule change will amend 

the interpretation following the 

definition of ‘‘fund share’’ in Article I, 

Section 1, of OCC’s By-Laws. This 

amendment will enable OCC to (i) clear 

and treat as securities options any 

option contracts on ETFS Physical 

Swiss Gold Shares or on ETFS Physical 

Silver Shares that are traded on 

securities exchanges and (ii) clear and 

treat as security futures any futures 

contracts on ETFS Physical Swiss Gold 

Shares and ETFS Physical Silver 

Shares.3 In addition, in its capacity as a 

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9982 Federal Register / Vol. 75, No. 42 / Thursday, March 4, 2010 / Notices 

No. 61483 (Feb. 3, 2010), 75 FR 6753 (Feb. 10, 

2010). 

4Securities Exchange Act Release Nos. 57895 

(May 30, 2008), 73 FR 32066 (June 5, 2008) and 

59054 (Dec. 4, 2008), 73 FR 75159 (Dec. 10, 2008). 

5 15 U.S.C. 78q–1(b)(3)(F). 

6 15 U.S.C. 78q–1. 

7 15 U.S.C. 78s(b)(2). 

8 In approving the proposed rule change, the 

Commission considered the proposal’s impact on 

efficiency, competition and capital formation. 15 

U.S.C. 78c(f). 

9 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 17 CFR 240.19b–4(f)(6). 

‘‘derivatives clearing organization’’ 

registered with the Commodities 

Futures Trading Commission (‘‘CFTC’’), 

OCC also filed this proposed rule 

change with the CFTC for prior approval 

by the CFTC pursuant to provisions of 

the Commodity Exchange Act (‘‘CEA’’) 

in order to foreclose any potential 

liability under the CEA based on an 

argument that OCC’s clearing of such 

options as securities options or the 

clearing of such futures as security 

futures constitutes a violation of the 

CEA. 

The products that are affected by this 

approval order are essentially the same 

as the options and security futures on 

SPDR Gold Shares, iShares COMEX 

Gold Shares, and iShares Silver Shares 

that OCC currently clears pursuant to 

rule changes approved by the 

Commission last year.4

III. Discussion 

Section 17A(b)(3)(F) of the Act 

requires, among other things, that the 

rules of a clearing agency be designed to 

promote the prompt and accurate 

clearance and settlement of securities 

transactions and derivative 

transactions.5 By amending its By-Laws 

to help clarify that options and security 

futures on ETFS Physical Swiss Gold 

Shares and ETFS Physical Silver Shares 

will be treated and cleared as securities 

options or security futures, OCC’s 

proposed rule change should help 

clarify the jurisdictional status of such 

contracts and accordingly should help 

to promote the prompt and accurate 

clearance and settlement of securities 

transactions and of derivative 

transactions. In accordance with the 

Memorandum of Understanding entered 

into between the CFTC and the 

Commission on March 11, 2008, and in 

particular the addendum thereto 

concerning Principles Governing the 

Review of Novel Derivative Products, 

the Commission believes that novel 

derivative products that implicate areas 

of overlapping regulatory concern 

should be permitted to trade in either a 

CFTC- or Commission-regulated 

environment or both in a manner 

consistent with laws and regulations 

(including the appropriate use of all 

available exemptive and interpretive 

authority). 

IV. Conclusion 

On the basis of the foregoing, the 

Commission finds that the proposed 

rule change is consistent with the 

requirements of the Act and in 

particular Section 17A of the Act 6 and 

the rules and regulations thereunder. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,7 that the 

proposed rule change (File No. SR– 

OCC–2009–20) be and hereby is 

approved.8

For the Commission by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–4517 Filed 3–3–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61594; File No. SR– 

NASDAQ–2010–024] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Adopt a 

Round Lot Holder Initial Listing 

Requirement for Listing of Warrants on 

the Nasdaq Global and Capital Markets 

Except for Initial Firm Commitment 

Underwritten Public Offering 

February 25, 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 

19, 2010, The NASDAQ Stock Market 

LLC (‘‘NASDAQ’’ or ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been substantially prepared by 

NASDAQ. NASDAQ has designated the 

proposed rule change as constituting a 

non-controversial rule change under 

Rule 19b–4(f)(6) under the Act,3 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 the Substance 

of the Proposed Rule Change 

NASDAQ is filing this proposed rule 

change to adopt a round lot holder 

requirement for listing on the Global 

and Capital markets, and to make a 

technical correction to a cross 

referenced rule. 

The text of the proposed rule change 

is below. Proposed new language is in 

italics and proposed deletions are in 

[brackets]. 

5410. Initial Listing Requirements for 

Rights and Warrants 

For initial listing, the rights or 

warrants must meet all the requirements 

below: 

(a) No change. 

(b) The underlying security must be 

listed on the Global Market or be a 

Covered Security; [and] 

(c) There must be at least three 

registered and active Market Makers[.] ; 

and 

(d) In the case of warrants, there must 

be at least 400 Round Lot Holders 

(except that this requirement will not 

apply to the listing of warrants in 

connection with the initial firm 

commitment underwritten public 

offering of such warrants). 

* * * * * 

5515. Initial Listing Requirements for 

Rights, Warrants, and Convertible Debt 

The following requirements apply to 

a Company listing convertible debt, 

rights or warrants on The Nasdaq 

Capital Market. 

(a) For initial listing, rights, warrants 

and put warrants (that is, instruments 

that grant the holder the right to sell to 

the issuing company a specified number 

of shares of the Company’s common 

stock, at a specified price until a 

specified period of time) must meet the 

following requirements: 

(1) No change. 

(2) The underlying security must be 

listed on Nasdaq or be a Covered 

Security; [and] 

(3) At least three registered and active 

Market Makers[.] ; and 

(4) In the case of warrants, at least 

400 Round Lot Holders (except that this 

requirement will not apply to the listing 

of rights or warrants in connection with 

the initial firm commitment 

underwritten public offering of such 

warrants). 

(b)–(c) No change. 

* * * * * 

5730. Listing Requirements for 

Securities Not Specified Above (Other 

Securities) 

(a) Initial Listing Requirements 

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