40246 Federal Register / Vol. 74, No. 153 / Tuesday, August 11, 2009 / Notices 

1Public Law 109–291 (2006). 

2 17 CFR 240.17g–2. 

3See Amendments to Rules for Nationally 

Recognized Statistical Rating Organizations, 

Exchange Act Release No. 59342 (February 2, 2009), 

74 FR 6456 (‘‘February 2009 Adopting Release’’). 

4 17 CFR 240.17g–2(a)(8). 

5 17 CFR 240.17g–2(d). 

6 Id. 

7 Id. The February 2009 Adopting Release 

specified a compliance date of 180 days after 

publication in the Federal Register. 

The opt out notices are not mandatory 

for financial institutions that do not 

share nonpublic personal information 

with nonaffiliated third parties except 

as permitted under an exception to the 

statute’s opt out provisions. Regulation 

S–P implements the statute’s privacy 

notice requirements with respect to 

broker-dealers, investment companies, 

and registered investment advisers 

(‘‘covered entities’’). The Act and 

Regulation S–P also contain consumer 

reporting requirements. In order for 

consumers to opt out, they must 

respond to opt out notices. At any time 

during their continued relationship, 

consumers have the right to change or 

update their opt out status. Most 

covered entities do not share nonpublic 

personal information with nonaffiliated 

third parties and therefore are not 

required to provide opt out notices to 

consumers under Regulation S–P. 

Therefore, few consumers are required 

to respond to opt out notices under the 

rule. 

Compliance with Regulation S–P is 

necessary for covered entities to achieve 

compliance with the consumer financial 

privacy notice requirements of Title V of 

the GLBA. The required consumer 

notices are not submitted to the 

Commission. Because the notices do not 

involve a collection of information by 

the Commission, Regulation S–P does 

not involve the collection of 

confidential information. Regulation S– 

P does not have a record retention 

requirement per se, although the notices 

to consumers it requires are subject to 

the recordkeeping requirements of Rules 

17a–3 and 17a–4 (17 CFR 240.17a–3 and 

17a–4). 

The Commission estimates that 

approximately 20,065 covered entities 

(approximately 5,326 registered brokerdealers, 4,571 investment companies, 

and, out of a total of 11,266 registered 

investment advisers, 10,168 registered 

investment advisers that are not also 

registered broker-dealers) that must 

prepare or revise their annual and initial 

privacy notices will spend an average of 

approximately 12 hours per year 

complying with Regulation S–P. Thus, 

the total compliance burden is 

estimated to be approximately 240,780 

burden-hours per year. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Comments should be directed to (1) 

the Desk Officer for the SEC, Desk 

Officer for the Securities and Exchange 

Commission, Office of Information and 

Regulatory Affairs, Office of 

Management and Budget, Room 10102, 

New Executive Office Building, 

Washington, DC 20503 or by sending an 

e-mail to: 

shagufta_ahmed@omb.eop.gov; and (ii) 

Charles Boucher, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Shirley 

Martinson, 6432 General Green Way, 

Alexandria, VA 22312 or send an e-mail 

to PRA_Mailbox@sec.gov. Comments 

must be submitted within 30 days of 

this notice. 

Dated: August 5, 2009. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–19121 Filed 8–10–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60451; August 5, 2009] 

Notice Regarding the Requirement To 

Use eXtensible Business Reporting 

Language Format To Make Publicly 

Available the Information Required 

Pursuant to Rule 17g–2(d) of the 

Exchange Act 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

SUMMARY: The Commission today is 

providing notice that an NRSRO subject 

to the disclosure provisions of 

paragraph (d) of Rule 17g–2 can satisfy 

the requirement to make publicly 

available ratings history information in 

an XBRL format by using an XBRL 

format or any other machine-readable 

format, until such time as the 

Commission provides further notice. 

DATES: The compliance date for Rule 

17g–2(d) is August 10, 2009. 

FOR FURTHER INFORMATION CONTACT: 

Michael A. Macchiaroli, Associate 

Director, at (202) 551–5525; Thomas K. 

McGowan, Deputy Associate Director, at 

(202) 551–5521; Randall W. Roy, 

Assistant Director, at (202) 551–5522; 

Joseph I. Levinson, Special Counsel, at 

(202) 551–5598; or Rebekah E. Goshorn, 

Attorney, at (202), 551–5514; Division of 

Trading and Markets, Securities and 

Exchange Commission; 100 F Street, 

NE., Washington, DC 20549–7010. 

SUPPLEMENTARY INFORMATION: 

I. Background 

The Credit Rating Agency Reform Act 

of 2006 (‘‘Rating Agency Act’’) 1 defined 

the term ‘‘nationally recognized 

statistical rating organization’’ 

(‘‘NRSRO’’) and provided authority for 

the Securities and Exchange 

Commission (‘‘Commission’’) to 

implement registration, recordkeeping, 

financial reporting, and oversight rules 

with respect to registered credit rating 

agencies. The regulations implemented 

by the Commission pursuant to this 

mandate include Securities Exchange 

Act of 1934 (‘‘Exchange Act’’) Rule 17g– 

2,2 which requires an NRSRO to make 

and retain certain records relating to its 

business and to retain certain other 

business records made in the normal 

course of business operations. 

On February 2, 2009, the Commission 

adopted amendments to its NRSRO 

rules imposing additional requirements 

on NRSROs in order to address concerns 

about the integrity of their credit rating 

procedures and methodologies.3 Among 

other things, the rule amendments 

added new paragraphs (a)(8) and (d) to 

Rule 17g–2. New paragraph (a)(8) of 

Rule 17g–2 requires an NRSRO to make 

and retain a record for each outstanding 

credit rating it maintains showing all 

rating actions (initial rating, upgrades, 

downgrades, placements on watch for 

upgrade or downgrade, and 

withdrawals) and the date of such 

actions identified by the name of the 

security or obligor rated and, if 

applicable, the CUSIP for the rated 

security or the Central Index Key (CIK) 

number for the rated obligor.4 New 

paragraph (d) of Rule 17g–2 requires an 

NRSRO to make publicly available, on 

a six-month delayed basis, the ratings 

histories for a random sample of 10% of 

the credit ratings paid for by the obligor 

being rated or by the issuer, 

underwriter, or sponsor of the security 

being rated (‘‘issuer-paid credit ratings’’) 

pursuant to paragraph (a)(8) of Rule 

17g–2 for each class of credit rating for 

which the NRSRO is registered and has 

issued 500 or more issuer-paid credit 

ratings.5

Paragraph (d) of Rule 17g–2 further 

requires that this information be made 

public on the NRSRO’s corporate 

Internet Web site in eXtensible Business 

Reporting Language (‘‘XBRL’’) format.6

The rule provides that in preparing the 

XBRL disclosure, an NRSRO must use 

the List of XBRL Tags for NRSROs as 

specified on the Commission’s Web 

site.7 The Commission established a 


sroberts on DSKD5P82C1PROD with NOTICES
Federal Register / Vol. 74, No. 153 / Tuesday, August 11, 2009 / Notices 40247 

8See Section 17(a)(1) of the Exchange Act (15 

U.S.C. 78q(a)(1)). 

9See February 2009 Adopting Release, 74 FR at 

6461. 

10 Id. at 6460. 

11 Id. at 6461. 

12 17 CFR 240.17g–2(d). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4The Commission notes that the Exchange 

inadvertently marked certain portions of the rule 

text incorrectly. Specifically, in paragraph (III)(B)(1) 

of Rule 103B the Exchange failed to indicate the 

deletion of a comma after ‘‘his or her designee’’and 

failed to mark ‘‘; (b)’’ as new text. In addition, the 

Exchange marked as new text one letter in a 

sentence being deleted from paragraph (III)(B)(1) of 

Rule 103B. 

compliance date of August 10, 2009 for 

this provision. 

The Commission today is providing 

notice that an NRSRO subject to the 

disclosure provisions of paragraph (d) of 

Rule 17g–2 can satisfy the requirement 

to make publicly available ratings 

history information in an XBRL format 

by using an XBRL format or any other 

machine-readable format, until such 

time as the Commission provides 

further notice. 

II. Discussion 

The Commission adopted Rule 17g–2 

and the amendments thereto, in part, 

under authority to require NRSROs to 

make and keep for specified periods 

such records as the Commission 

prescribes as necessary or appropriate in 

the public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Exchange Act.8 In 

adopting new paragraph (d) to Rule 

17g–2, the Commission noted that 

although NRSROs generally make their 

issuer-paid credit ratings publicly 

available for free, it can be difficult to 

compile the actions and compare them 

across NRSROs.9 The Commission 

therefore adopted the new disclosure 

requirements of paragraph (d) with the 

expectation that making this 

information more accessible will 

advance the Commission’s goal of 

fostering accountability and 

comparability among NRSROs with 

respect to their issuer-paid credit 

ratings.10 Requiring NRSROs to publicly 

disclose rating action histories for a 

limited percentage of their outstanding 

issuer-paid credit ratings will allow 

market participants, academics and 

others to use the information to perform 

analysis comparing how the NRSROs 

subject to the disclosure rule perform in 

the classes of credit ratings for which 

they are registered.11

As noted above, Rule 17g–2(d) 

provides that the ratings histories 

required under the rule must be made 

public on the NRSRO’s corporate 

Internet Web site using an XBRL 

format.12 Further, the rule requires an 

NRSRO to use the List of XBRL Tags for 

NRSROs published on the 

Commission’s Web page. The List of 

XBRL Tags currently is not available. 

Therefore, the Commission is providing 

notice to NRSROs that they can satisfy 

the requirement in Rule 17g–2(d) to 

make publicly available ratings history 

information in an XBRL format by using 

an XBRL format or any other machine 

readable format, until such time as the 

Commission provides further notice. 

The Commission has every intention of 

providing notice as soon as practicable, 

once the List of XBRL Tags for NRSROs 

is available, that an XBRL format is the 

sole means by which an NRSRO may 

satisfy this requirement. Examples of 

other types of machine-readable formats 

include pipe delimited text data 

(‘‘PDTD’’) and eXtensible Markup 

Language (‘‘XML’’). Data that is 

provided in a machine-readable format 

must be easily downloadable into 

commercially available spreadsheets or 

database programs. 

The Commission also notes that the 

requirement in Exhibit 1 to Form 

NRSRO which states that ‘‘If the 

Applicant/NRSRO is required to make 

and keep publicly available on its 

corporate Internet Web site in an XBRL 

(eXtensible Business Reporting 

Language) format a sample of ratings 

action information pursuant to the 

requirements of 17 CFR 240.17g–2(d), 

provide in this Exhibit the Web site 

address where this information is, or 

will be, made publicly available’’ can be 

satisfied by providing the Web site 

address where the information is made 

publicly available in an XBRL format or 

any other machine readable format, 

until such time as the Commission 

provides further notice. 

By the Commission. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–19125 Filed 8–10–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60426; File No. SR–NYSE– 

2009–74] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by New York 

Stock Exchange LLC Amending NYSE 

Rule 103B to Modify the Composition 

of the Exchange Selection Panel; and 

Prohibit Any Ex Parte Communications 

During and Regarding the Selection 

Process Between the DMM Units and 

the Individuals Serving on the 

Exchange Selection Panel 

August 4, 2009. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on July 27, 

2009, 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. The Commission is 

publishing this notice to solicit 

comments on the proposed rule 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 Rule 103B (‘‘Security Allocation 

and Reallocation’’) to: (1) Modify the 

composition of the Exchange Selection 

Panel; and 2) prohibit any ex parte 

communications during and regarding 

the selection process between the DMM 

units and the individuals serving on the 

Exchange Selection Panel. The text of 

the proposed rule change is available at 

the Exchange, the Commission’s Public 

Reference Room, and http:// 

www.nyse.com.4

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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The New York Stock Exchange LLC 

(‘‘NYSE’’ or ‘‘Exchange’’) proposes to 

amend NYSE Rule 103B (‘‘Security 

Allocation and Reallocation’’) to: (1) 

Modify the composition of the Exchange 

Selection Panel; and (2) prohibit any ex 

parte communications during and 

regarding the selection process between 


sroberts on DSKD5P82C1PROD with NOTICES