Federal Register / Vol. 74, No. 162 / Monday, August 24, 2009 / Notices 42711 

11 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4(f)(6). 

3The Commission has modified the text of the 

summaries prepared by DTC. 

4Securities Exchange Act Release No. 59858 (May 

4, 2009), 74 FR 22191 (May 12, 2009) (SR–

NASDAQ–2009–039); Securities Exchange Act 

Release No. 60183 (June 26, 2009), 74 FR 32207 

(July 7, 2009) (SR–NASDAQ–2009–039). 

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–NYSEArca–2009–76. 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 inspection and copying 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– 

NYSEArca–2009–76 and should be 

submitted on or before September 14, 

2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–20240 Filed 8–21–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60493; File No. SR–

BSECC–2009–04] 

Self-Regulatory Organizations; the 

Boston Stock Exchange Clearing 

Corporation; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Related to an 

Amendment to the By-Laws of The 

NASDAQ OMX Group, Inc. 

August 12, 2009. 

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

Securities Exchange Act of 1934 

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

July 22, 2009, Boston Stock Exchange 

Clearing Corporation (‘‘BSECC’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission or SEC’’) the 

proposed rule change described in Items 

I and II below, which items have been 

prepared primarily by BSECC. BSECC 

filed the proposed rule change under 

Rule 19b–4(f)(6) under the Act 2 so that 

the proposal was effective upon filing 

with the Commission. The Commission 

is publishing this notice to solicit 

comments on the rule change from 

interested parties. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

BSECC is filing this proposed rule 

change with regard to proposed changes 

to the bylaws of its parent corporation, 

The NASDAQ OMX Group, Inc. 

(‘‘NASDAQ OMX’’). The proposed rule 

change will be implemented as soon as 

practicable following submission of this 

filing. The text of the proposed rule 

change is available at http:// 

nasdaqomxbx.cchwallstreet.com, at 

BSECC’s principal office, 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, 

BSECC 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. BSECC has prepared 

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

and (C) below, of the most significant 

aspects of these statements.3

(A) Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

NASDAQ OMX made certain 

amendments to its by-laws to update its 

by-laws and to make improvements in 

its governance. In SR–NASDAQ–2009–

039, The NASDAQ Stock Market LLC 

(‘‘NASDAQ Exchange’’) sought and 

received Commission approval to adopt 

these by-law changes as part of the rules 

of the NASDAQ Exchange.4 BSECC is 

submitting this filing to adopt the same 

by-law changes as rules of BSECC. 

The proposed changes to the by-laws 

are as follows: 

• Article I is being amended to reflect 

the recent name changes of the 

Philadelphia Stock Exchange and the 

Boston Stock Exchange to NASDAQ 

OMX PHLX, Inc. and NASDAQ OMX 

BX, Inc., respectively. 

• Article III is being amended to 

modify the procedures governing 

proposals by stockholders, including 

proposals by stockholders to nominate 

directors. Specifically, the amendment 

will require a stockholder making a 

proposal to supply more complete 

information about the stockholder’s 

background, including a description of 

any agreement, arrangement, or 

understanding between the stockholder, 

the beneficial owner of the stock, and 

any other persons acting in concert with 

them; a description of any agreement, 

arrangement or understanding 

(including any derivative or short 

positions, profit interests, options, 

warrants, convertible securities, stock 

appreciation or similar rights, hedging 

transactions, and borrowed or loaned 

shares), the effect or intent of which is 

to mitigate loss to, manage risk or 

benefit of share price changes for, or 

increase or decrease the voting power 

of, such stockholder or such beneficial 

owner, with respect to shares of stock of 

NASDAQ OMX; and any other 

information regarding the stockholder 

and beneficial owner that would be 

required to be disclosed in a proxy 

statement under Section 14(a) of the 

Act. These changes are designed to 

provide the NASDAQ OMX Board of 

Directors and its stockholders with 

greater insight into the identity and 

intentions of persons presenting 

stockholder proposals to allow more 

thorough consideration of the merits of 

such proposals. These requirements are 


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42712 Federal Register / Vol. 74, No. 162 / Monday, August 24, 2009 / Notices 

5 15 U.S.C. 78j–1(m). Notably, ‘‘Staff Directors,’’ 

who are officers of NASDAQ OMX serving on the 

NASDAQ OMX Board, are not considered 

independent under these provisions, and are 

therefore ineligible for service on the Audit 

Committee or Management Compensation 

Committee or, as discussed below, the newly 

constituted Nominating Committee. 

6NASDAQ Exchange Rule 4350(c)(3). 

deemed satisfied, however, in the case 

of a proposal that is validly submitted 

under the rules and regulations 

promulgated under the Act (i.e. , SEC 

Rule 14a–8) and included in NASDAQ 

OMX’s proxy. However, compliance 

with the By-Laws or with SEC Rule 14a– 

8 provides the exclusive means for 

stockholders to make proposals. The 

amendments also provide that a 

representative of a stockholder qualified 

to appear at an annual meeting must be 

an officer, manager, or partner of the 

stockholder or must have written 

authorization from the stockholder. The 

amendments also make several minor 

clarifying changes to the text of Article 

III. 

• Article IV is being amended to state 

explicitly that the Management 

Compensation Committee and the Audit 

Committee must be composed 

exclusively of independent directors 

within the meaning of the rules of the 

NASDAQ Stock Market that govern 

NASDAQ OMX’s listing (and in the case 

of the Audit Committee, Section 10A of 

the Act).5 Although NASDAQ OMX 

adheres scrupulously to the 

independence requirements imposed by 

the NASDAQ Stock Market and the Act, 

it believes that these requirements 

should be explicitly stated in the ByLaws as well. NASDAQ OMX is also 

removing language making its Chief 

Executive Officer an ex-officio, nonvoting member of the Management 

Compensation Committee. In this 

regard, listing standards of the NASDAQ 

Stock Market require management 

compensation determinations regarding 

executive officers to be made by vote of 

the Board’s independent directors or by 

vote of or upon the recommendation of 

a committee composed solely of 

independent directors.6 NASDAQ OMX 

has satisfied this requirement by 

submitting compensation decisions to 

the vote of all of NASDAQ OMX’s 

independent directors, but removing the 

Chief Executive Officer as an ex-officio 

director will provide it with flexibility 

to act upon the vote or upon the 

recommendation of the committee. 

• Currently, NASDAQ OMX’s 

Nominating Committee is required to be 

composed of persons who are not 

directors or who are directors not 

standing for reelection. This 

compositional requirement, which 

NASDAQ OMX’s predecessor, The 

Nasdaq Stock Market, Inc., originally 

adopted while it was a wholly owned 

subsidiary of the National Association 

of Securities Dealers (‘‘NASD’’), is 

highly unusual for a public company 

such as NASDAQ OMX. In light of 

NASDAQ OMX’s continued evolution 

into a public company with global 

operations, NASDAQ OMX believes that 

it is appropriate to adopt a standard 

nominating committee structure in 

which the committee is composed 

exclusively of independent directors. 

Under the amended bylaw, the 

nominating committee shall consist of 

four or five directors, each of whom 

shall be an independent director within 

the meaning the rules of the NASDAQ 

Exchange. In addition, the number of 

Non-Industry Directors (i.e., Directors 

without material ties to the securities 

industry) must equal or exceed the 

number of Industry Directors, and at 

least two members of the committee 

must be Public Directors (i.e., directors 

who have no material business 

relationship with a broker or dealer, 

NASDAQ OMX, or its affiliates, or 

FINRA). 

• Article VIII is being amended to 

provide that NASDAQ OMX shall 

provide indemnification against 

liability, advancement of expenses, and 

the power to purchase and maintain 

insurance on behalf of persons serving 

as a director, officer, or employee of any 

wholly owned subsidiary of NASDAQ 

OMX to the same extent as 

indemnification, advancement of 

expenses, and the power to maintain 

insurance is provided for directors, 

officers, or employees of NASDAQ 

OMX. Thus, for example, a director of 

one of NASDAQ OMX’s U.S. or Nordic 

exchanges would be entitled to 

indemnification (and advancement of 

expenses) by NASDAQ OMX if made a 

party to a lawsuit to the same extent as 

a director of NASDAQ OMX. Similarly, 

the discretionary authority of NASDAQ 

OMX under Section 8.1(c) of the ByLaws to provide indemnification to 

persons serving as an agent of NASDAQ 

OMX is being extended to persons 

serving as an agent of any wholly owned 

subsidiary of NASDAQ OMX. Article 

VIII is also being amended to clarify that 

any repeal, modification, or amendment 

of, or adoption of any provision 

inconsistent with the indemnification 

and advancement of expenses provided 

for in Article VIII will not adversely 

affect the right of any person covered by 

the provision if the act or omission that 

any proceeding arises out of or is related 

to had occurred prior to the time for the 

repeal, amendment, adoption, or 

modification. 

• Article IX is being amended to 

modernize the language of the 

provisions dealing with capital stock to 

reflect possible participation in the 

Direct Registration System (‘‘DRS’’). 

DRS provides for the electronic 

registration of eligible securities in an 

investor’s name on the books of the 

transfer agent or corporation eliminating 

the need for physical stock certificates 

or shares held in book-entry form by the 

beneficial owner’s broker. Although 

under the Delaware General Corporation 

Law, NASDAQ OMX can authorize 

participation in the program through a 

resolution, the various amendments to 

Article IX track more closely the 

language of Section 158 of the Delaware 

General Corporation Law, as recently 

revised, to explicitly reference the 

possibility of capital stock in 

uncertificated form. The amendments, 

however, do not require NASDAQ OMX 

to participate in DRS or to eliminate 

stock certificates. 

• Article XII is being amended to 

conform certain of its provisions more 

closely to corresponding provisions in 

the Amended and Restated By-Laws of 

NYSE Euronext (‘‘NYSE Euronext ByLaws’’). Article XII contains provisions 

that govern the relationship between 

NASDAQ OMX and each of its 

subsidiaries that is a self-regulatory 

organization. First, the article requires 

NASDAQ OMX’s ‘‘[d]irectors, officers, 

employees, and agents’’ (emphasis 

added) to give due regard to the 

preservation of the independence of 

each self-regulatory subsidiary, not to 

take any actions that would interfere 

with each self-regulatory subsidiary’s 

regulatory functions, to cooperate with 

the Commission, to consent to U.S. 

jurisdiction, and to consent in writing to 

the applicability of these provisions. 

Corresponding provisions of Articles 

VII, VIII, and IX of the NYSE Euronext 

By-Laws, however, do not include the 

ambiguous and potentially expansive 

word ‘‘agent.’’ NASDAQ OMX is 

concerned that a broad construction of 

the term to include not only parties with 

which it establishes an explicit 

contractual agency relationship but also 

other service providers such as law 

firms and financial advisors that may 

act on NASDAQ OMX’s behalf on 

certain occasions may deter some 

parties from providing services to 

NASDAQ OMX. However, in lieu of the 

requirement to obtain specific consents 

from agents, NASDAQ OMX proposes to 

adopt a provision from the NYSE 

Euronext By-Laws providing that 

NASDAQ OMX shall comply with the 

U.S. Federal securities laws and the 


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Federal Register / Vol. 74, No. 162 / Monday, August 24, 2009 / Notices 42713 

7The existing reference to ‘‘agents’’ in the 

sentence is proposed to be deleted. 

8 15 U.S.C. 78q–1. 

9 15 U.S.C. 78q–1(b)(3)(A). 

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’s impact on efficiency, competition, 

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

14See infra note 3. 

rules and regulations thereunder and 

shall cooperate with the Commission 

and the self-regulatory subsidiaries 

pursuant to and to the extent of their 

respective regulatory authority and shall 

take reasonable steps necessary to cause 

its agents to cooperate with the 

Commission and where applicable with 

the self-regulatory subsidiaries pursuant 

to their regulatory authority. Second, 

Article XII provides that NASDAQ OMX 

and its officers, directors, and 

employees 7 agree to maintain an agent 

for service of process in the U.S. By 

contrast, Article VII of the NYSE 

Euronext By-Laws includes a statement 

that officers, directors and employees 

shall be deemed to agree that the 

Corporation may serve as the U.S. agent 

for service of process. Accordingly, 

NASDAQ OMX proposes to adopt this 

more self-executing version. Finally, 

while the NASDAQ OMX By-Laws 

provide that NASDAQ OMX shall take 

such action as is necessary to insure that 

officers, directors and employees 

consent in writing to the applicability of 

these provisions, Article IX of the NYSE 

Euronext By-Laws requires only that 

NYSE Euronext take reasonable steps 

necessary to cause officers, directors, 

and employees to consent. Although 

NASDAQ OMX has begun the process of 

collecting written consents from current 

officers, directors, and employees, it 

believes that the current language may 

be unreasonably demanding as applied 

to a multinational exchange operator 

with over 2,000 employees in over 20 

countries. Accordingly, NASDAQ OMX 

proposes to adopt a version of NYSE 

Euronext’s language, which will require 

reasonable steps to obtain consent from 

both current officers, directors, and 

employees, as well as prospective 

officers, directors, and employees prior 

to their acceptance of a position. 

2. Statutory Basis 

The proposed rule change is 

consistent with provisions of Section 

17A of the Act 8 in general and with 

Section 17A(b)(3)(A) of the Act,9 in 

particular, because it is designed to 

ensure that BSECC is so organized and 

has the capacity to be able to facilitate 

the prompt and accurate clearance and 

settlement of securities transactions and 

to enforce compliance by its 

participants with the rules of the 

clearing agency. The proposed changes 

will enhance the clarity of NASDAQ 

OMX’s governance documents and 

improve its Board committee structures. 

(B) Self-Regulatory Organization’s 

Statement on Burden on Competition 

BSECC 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) 

becomes 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) of the 

Act 10 and Rule 19b–4(f)(6) 

thereunder.11

A proposed rule change filed under 

Rule 19b–4(f)(6) normally does not 

become operative for 30 days after the 

date of filing. However, Rule 19b– 

4(f)(6)(iii) permits the Commission to 

designate a shorter time if such action 

is consistent with the protection of 

investors and the public interest. BSECC 

requests that the Commission waive the 

30-day pre-operative waiting period 

contained in Rule 19b–4(f)(6)(iii).12

Waiver of the waiting period will ensure 

that NASDAQ OMX is able to 

implement the proposed rule change, 

which has already been approved as a 

rule of the NASDAQ Exchange, without 

undue delay. 

The Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest.13 The 

Commission notes the proposal is 

substantively identical to proposals that 

were recently approved by the 

Commission and does not raise any new 

regulatory issues.14 For these reasons, 

the Commission designates the 

proposed rule change as operative upon 

filing. 

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–BSECC-2009–04 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–BSECC–2009–04. 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 inspection and copying 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 filings also will be 

available for inspection and copying at 

the principal office of BSECC. All 

comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 


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42714 Federal Register / Vol. 74, No. 162 / Monday, August 24, 2009 / Notices 

15 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(6). 

5See SR–NYSE–2009–75, formally submitted on 

July 28, 2009. 

6The Commission notes that this proposed rule 

change would also conform NYSE Amex Rules with 

a rule change recently filed by the Financial 

Industry Regulatory Authority, Inc. (‘‘FINRA’’) and 

approved by the Commission. See Securities 

Exchange Act Release No. 59947 (May 20, 2009), 74 

FR 25293 (May 27, 2009) (order approving FINRA 

2009–017). 

7See Securities Exchange Act Release No. 58673 

(September 29, 2008), 73 FR 57707 (October 3, 

2008) (SR–NYSE–2008–60 and SR–Amex 2008–62) 

(approving the Merger). 

8 15 U.S.C. 78f. 

9See Securities Exchange Act Release No. 58705 

(October 1, 2008), 73 FR 58995 (October 8, 2008) 

(SR–Amex 2008–63) (approving the Equities 

Relocation). 

10See Securities Exchange Act Release Nos. 

58705 (October 1, 2008), 73 FR 58995 (October 8, 

2008) (SR–Amex 2008–63); 58833 (October 22, 

2008), 73 FR 64642 (October 30, 2008) (SR–NYSE– 

2008–106); 58839 (October 23, 2008), 73 FR 64645 

(October 30, 2008) (SR–NYSEALTR–2008–03); 

59022 (November 26, 2008), 73 FR 73683 

(December 3, 2008) (SR–NYSEALTR–2008–10); and 

59027 (November 28, 2008), 73 FR 73681 

(December 3, 2008) (SR–NYSEALTR–2008–11). 

11See Securities Exchange Act Release No. 59947 

(May 20, 2009), 74 FR 25293 (May 27, 2009) (order 

approving FINRA 2009–017). 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File 

Number SR–BSECC-2009-04 and should 

be submitted on or before September 14, 

2009. 

For the Commission by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–20193 Filed 8–21–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60511; File No. SR– 

NYSEAMEX–2009–51] 

Self-Regulatory Organizations; NYSE 

Amex LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change by NYSE Amex LLC 

Adopting Rule 406—NYSE Amex 

Equities as New Rule 3250—NYSE 

Amex Equities To Conform to a 

Proposed Rule Change Submitted in a 

Companion Filing by the New York 

Stock Exchange LLC 

August 17, 2009. 

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 July 28, 

2009, 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 

substantially prepared by the selfregulatory organization. The Exchange 

has designated this proposal eligible for 

immediate effectiveness pursuant to 

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

19b–4(f)(6) thereunder.4 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 adopt Rule 

406—NYSE Amex Equities (Designation 

of Accounts) as new Rule 3250—NYSE 

Amex Equities to conform to a proposed 

rule change submitted in a companion 

filing by the New York Stock Exchange 

LLC (‘‘NYSE’’).5 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, 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 purpose of the proposed rule 

change is to adopt Rule 406 NYSE Amex 

Equities (Designation of Accounts) as 

new Rule 3250 NYSE Amex Equities to 

conform to a proposed rule change 

submitted in a companion filing by the 

NYSE.6

Background 

As described more fully in a related 

rule filing,7 NYSE Euronext acquired 

The Amex Membership Corporation 

(‘‘AMC’’) pursuant to an Agreement and 

Plan of Merger, dated January 17, 2008 

(the ‘‘Merger’’). In connection with the 

Merger, the Exchange’s predecessor, the 

American Stock Exchange LLC, a 

subsidiary of AMC, became a subsidiary 

of NYSE Euronext called NYSE 

Alternext U.S. LLC, and continues to 

operate as a national securities exchange 

registered under Section 6 of the Act.8

The effective date of the Merger was 

October 1, 2008. 

In connection with the Merger, on 

December 1, 2008, the Exchange 

relocated all equities trading conducted 

on the Exchange legacy trading systems 

and facilities located at 86 Trinity Place, 

New York, New York, to trading systems 

and facilities located at 11 Wall Street, 

New York, New York (the ‘‘Equities 

Relocation’’). The Exchange’s equity 

trading systems and facilities at 11 Wall 

Street (the ‘‘NYSE Amex Trading 

Systems’’) are operated by the NYSE on 

behalf of the Exchange.9

As part of the Equities Relocation, 

NYSE Amex adopted NYSE Rules 1– 

1004, subject to such changes as 

necessary to apply the Rules to the 

Exchange, as the NYSE Amex Equities 

Rules to govern trading on the NYSE 

Amex Trading Systems.10 The NYSE 

Amex Equities Rules, which became 

operative on December 1, 2008, are 

substantially identical to the current 

NYSE Rules 1–1004 and the Exchange 

continues to update the NYSE Amex 

Equities Rules as necessary to conform 

with rule changes to corresponding 

NYSE Rules filed by the NYSE. 

Proposed Conforming Amendment to 

NYSE Amex Equities Rules 

As noted above, the Exchange 

proposes to adopt Rule 406—NYSE 

Amex Equities as new Rule 3250— 

NYSE Amex Equities to conform to a 

proposed rule change submitted in a 

companion filing by the NYSE. As 

discussed in more detail below, the 

NYSE is filing the proposed rule change 

to harmonize the NYSE Rules with a 

change to corresponding Incorporated 

NYSE Rules filed by FINRA and 

approved by the Commission.11 Unless 

specifically noted, the Exchange is 

proposing to adopt the NYSE’s proposed 

rule change in the form that it has been 

approved for filing by the Commission, 

subject to such technical changes as are 

necessary to apply the NYSE’s proposed 

rule change to the Exchange. The 

Exchange further proposes that the 

operative date of the rule change be the 

same as the operative date of the NYSE’s 

proposed rule change on which this 

filing is based. 

Specifically, FINRA adopted FINRA 

Incorporated NYSE Rule 406 


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