5958 Federal Register / Vol. 74, No. 21 / Tuesday, February 3, 2009 / Notices 

11See Rule 601 of Regulation NMS. 

12See Rule 603(a) of regulation NMS. 

13See Footnote 638 to Regulation NMS (Release 

No. 34–51808; File No. S7–10–04) (June 9, 2005). 

14 17 CFR 200.30–3(a)(12). 

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

the Exchange’s product from pricing 

under the CTA Plan. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

In proposing and adopting Regulation 

NMS, the Commission rescinded the 

prior prohibition on SROs from 

disseminating their trade reports 

independently,11 subjecting that 

distribution to the ‘‘fair and reasonable’’ 

and ‘‘not unreasonably discriminatory’’ 

standards that have historically 

governed the distribution of 

consolidated data.12 The Commission 

stated, ‘‘Given that * * * SROs will 

continue to transmit trades to the 

Networks pursuant to the Plans * * *, 

the Commission believe [SIC] that SROs 

and their members also should be free 

to distribute their trades 

independently.’’ 13

The Commission rescinded the 

prohibition in recognition of the fact 

that competition in the realm of SRO 

trade-report distribution would produce 

market forces and innovation that 

would benefit the investing public. The 

NYSE ArcaBook Approval Order 

enforces this finding. By means of NYSE 

Arca Trades, the Exchange would 

provide vendors and broker-dealers 

with an alternative market data product 

and fee structure that does not exist 

today, without altering or rescinding 

any existing market data fees or 

products. If they believe that the 

proposed product and fee structure are 

useful and cost-effective to their 

business model, they will embrace 

them. 

Given the existence of alternative 

products containing NYSE Arca last sale 

products, the Exchange 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. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

The Exchange has discussed this 

proposed rules change with those 

entities that the Exchange believes 

would be the most likely to take 

advantage of the proposed NYSE Arca 

Last Sale Information service by 

becoming NYSE Arca-Only Vendors. 

While those entities have not submitted 

formal, written comments on the 

proposal, the Exchange has incorporated 

some of their ideas into the proposal 

and this proposed rule change reflects 

their input. 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 

Within 35 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(a) by order approve such proposed 

rule change, or 

(b) institute proceedings to determine 

whether the proposed rule change 

should be 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 

Number SR–NYSEArca–2009–05 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–NYSEArca–2009–05. 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–2009–05 and should be 

submitted on or before February 24, 

2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–2225 Filed 2–2–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59294; File No. SR–OCC– 

2008–20] 

Self-Regulatory Organizations; The 

Options Clearing Corporation; Notice 

of Filing and Order Granting 

Accelerated Approval of a Proposed 

Rule Change Relating To Establishing 

a Market Loan Program 

January 23, 2009. 

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

Securities Exchange Act of 1934 

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

December 23, 2008, The Options 

Clearing Corporation (‘‘OCC’’) 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 primarily by OCC. The 

Commission is publishing this notice 

and order 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 proposed rule change would 

create a framework for OCC to provide 

clearing services for stock loan and 

borrow transactions effected through 

electronic trading systems. 


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2The Commission has modified parts of these 

statements. 

3The RAD Limit is a risk control mechanism 

which allows the DTC participant to set individual 

dollar limits against each contra participant so that 

deliveries with a settlement value exceeding the 

specified limit are not processed until the 

participant has reviewed and approved them. 

Clearing Members participating in the Market Loan 

Program are expected to comply with the 

requirement of setting their RAD Limits against 

OCC to the highest level permissible under DTC 

rules. However, DTC will not be asked to monitor 

or enforce this requirement. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

OCC 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. OCC has prepared 

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

and (C) below, of the most significant 

aspects of such statements.2

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

The purpose of this proposed rule 

change is to revise OCC’s By-Laws and 

Rules to create a framework (‘‘Market 

Loan Program’’) that can accommodate 

securities lending transactions proposed 

to be executed through electronic 

trading systems (‘‘Loan Markets’’), such 

as the market to be operated by 

Automated Equity Finance Markets, Inc. 

(‘‘AQS’’), a wholly-owned subsidiary of 

Quadriserv, Inc. The relationship 

between OCC and AQS will be governed 

by the Agreement for Clearing and 

Settlement Services (‘‘AQS Agreement’’) 

included as Exhibit 5 to Filing No. SR– 

OCC–2008–20. 

Securities lending contributes to the 

overall liquidity and efficiency of the 

equity and equity options markets. For 

options market participants, securities 

lending supports market making, 

arbitrage trading, and equity financing 

and assists participants in meeting 

deliveries resulting from options 

exercises and assignments. OCC’s Stock 

Loan/Hedge Program, which allows 

approved Clearing Members to register 

their privately negotiated securities 

lending transactions with OCC, benefits 

OCC’s Clearing Members and the 

industry by reducing the cost of credit, 

increasing operational efficiency, and 

providing stability through a central 

counterparty guarantee. OCC believes 

that it is important to keep pace with 

innovations in the securities lending 

markets and therefore proposes to 

launch the Market Loan Program. 

The bulk of the proposed changes are 

based on procedures and protections 

that OCC has utilized in the operation 

of the Stock Loan/Hedge Program, with 

necessary modifications to account for 

those aspects of the Market Loan 

Program that are different from the 

Stock Loan/Hedge Program. OCC 

intends the provisions of its By-Laws 

and Rules governing the Market Loan 

Program and the provisions governing 

the Stock Loan/Hedge Program to be the 

same substantively except where 

differences were clearly intended or 

where the context requires a different 

interpretation. For example, under the 

Market Loan Program OCC would create 

a process by which it will accept 

anonymously matched stock loan 

transactions from a Loan Market and 

then send instructions to The 

Depository Trust Company (‘‘DTC’’) to 

settle the transactions. In comparison, 

under the Stock Loan/Hedge Program 

OCC does not participate in a stock loan 

transaction until after two clearing 

members have transferred the securities 

and required collateral between 

themselves through the facilities of 

DTC. See below for a discussion of such 

differences. 

B. Overview of the Proposed Market 

Loan Program 

The Loan Market operated by AQS 

would be the first market supported by 

the proposed Market Loan Program. 

Additional markets that are operated in 

a manner similar to the AQS Loan 

Market could be included in the Market 

Loan Program in the future. 

A Loan Market would provide a 

centralized source for price discovery 

and trade matching of stock loan 

transactions, for example, by 

implementing periodic auctions 

throughout the trading day. In the case 

of an auction-based market, participant 

lenders would provide the Loan Market 

with available inventory for auction, 

and participant borrowers would 

ordinarily compete on rebate rates with 

the lowest rate earning the trade. 

Lenders and borrowers would ordinarily 

be matched based on the Loan Market’s 

trade-matching algorithm. A Loan 

Market could also provide, as does AQS, 

for submission of privately negotiated 

transactions for processing through the 

Loan Market, including clearance and 

settlement through OCC. Such 

transactions will not be separately 

identified to OCC and will be treated by 

OCC like any other matched loan 

transactions submitted by the Loan 

Market. 

Clearing Members would need to 

meet certain requirements in order to be 

approved for participation in the Market 

Loan Program. For example, Clearing 

Members would need to be active 

subscribers to a Loan Market that is 

supported by the Market Loan Program. 

Clearing Members would also be 

required to set their ‘‘Receiver 

Authorized Delivery’’ (‘‘RAD’’) Limits at 

DTC in respect of transactions with OCC 

as the counterparty to the highest limit 

permitted under DTC rules.3 For taxrelated reasons, OCC presently intends 

to permit only U.S. Clearing Members to 

participate in the Market Loan Program, 

at least initially. Clearing Members 

approved for participation in the Market 

Loan Program would be referred to as 

‘‘Market Loan Clearing Members.’’ 

When additional markets are included 

in the Market Loan Program in the 

future, a separate designation will be 

required for a Clearing Member’s 

participation in each Loan Market. 

The Loan Market would submit 

matched loan transactions to OCC for 

clearance and settlement. OCC would 

then conduct routine validation 

processes before passing electronic 

instructions to DTC to move securities 

and cash between the Market Loan 

Clearing Members’ accounts at DTC. 

Because a Loan Market may, as does 

AQS, match lenders and borrowers on 

an anonymous basis, OCC and DTC 

would establish an account structure 

involving the transfer of securities and 

cash between the lender and the 

borrower through a DTC account owned 

by OCC (‘‘OCC Account’’), thereby 

permitting stock loan transactions 

originated through a Loan Market to be 

settled in a manner that preserves 

anonymity to both the lender and 

borrower. 

Because OCC would substitute itself 

as the counterparty to all such DTC 

transactions, it is essential to OCC, from 

a risk management perspective, that 

there would never be a net settlement 

obligation against the OCC Account at 

the end of any day (i.e., OCC’s 

obligations with respect to all 

completed DTC transactions to which 

the OCC Account was a party should net 

to zero both with respect to securities 

and cash). Avoidance of any net 

settlement obligation is essential both 

because OCC has no mechanism for 

funding such settlement obligations and 

for other operational reasons. In order to 

provide reasonable assurance that OCC 

will have no net settlement obligations, 

DTC will implement procedures 

intended to ensure that if one side of a 

loan transaction does not settle, the 

other side will be blocked as well. In 

addition, under current DTC rules, a 


yshivers on PROD1PC62 with NOTICES
5960 Federal Register / Vol. 74, No. 21 / Tuesday, February 3, 2009 / Notices 

4 DTC filed a proposed rule change (File No. SR– 

DTC–2008–15) with the Commission to describe 

proposed changes in its rules for purposes of 

supporting the Market Loan Program that is being 

approved simultaneously with this proposed rule 

change. 

5OCC proposes to introduce the term ‘‘Hedge 

Loan’’ to refer to stock loans accepted by OCC 

under the Stock Loan/Hedge Program. OCC 

proposes to amend the term ‘‘Stock Loan’’ to mean 

either a ‘‘Hedge Loan’’ or a ‘‘Market Loan’’ or both 

as the context requires. 

DTC participant can return a delivery of 

securities (‘‘Reclaim’’) to the original 

delivering party. DTC will block 

Reclaims against the OCC Account in 

order to prevent such Reclaims from 

resulting in a net settlement obligation 

in that account.4

Upon receiving the end of the day 

stock loan activity file from DTC 

showing settled stock loans (i.e., transfer 

of the loaned securities against the 

specified collateral) originated through a 

Loan Market, OCC would perform 

additional validation processes to 

confirm that the transactions match the 

instructions given by OCC before 

affirmatively accepting settled stock 

loans and substituting itself as 

counterparty to these transactions (such 

accepted stock loan transactions are 

defined as ‘‘Market Loans’’). Upon 

OCC’s acceptance of a Market Loan, the 

lending Market Loan Clearing Member 

would be a ‘‘Lending Clearing Member’’ 

and the borrowing Market Loan Clearing 

Member would be a ‘‘Borrowing 

Clearing Member’’ in respect of that 

Market Loan for all purposes of the ByLaws and Rules. Any stock loan 

transactions identified as originated 

through a Loan Market that are not 

ultimately confirmed and accepted by 

OCC would be rejected by OCC. 

Upon acceptance of a Market Loan, 

OCC would create the stock loan 

position in the designated account of 

the Lending Clearing Member and the 

stock borrow position in the designated 

account of the Borrowing Clearing 

Member. Positions resulting from 

Market Loans would be maintained in 

the same manner as positions resulting 

from stock loans accepted by OCC under 

the Stock Loan/Hedge program (the 

latter are defined as ‘‘Hedge Loans’’ in 

the By-Laws and Rules 5). However, 

positions resulting from Market Loans 

would be separately identified from, 

and would not be fungible with, 

positions resulting from Hedge Loans. 

As with stock borrow or stock loan 

positions resulting from Hedge Loans, 

OCC would guarantee the daily mark-tomarket payments generated by the open 

positions resulting from Market Loans. 

In addition, OCC would also provide a 

limited guaranty of payments in lieu of 

cash dividends and distributions 

(‘‘dividend equivalent payments’’) and 

stock loan rebates, in each case limited 

to the amount for which the Corporation 

has collected margins from the 

responsible Market Loan Clearing 

Member(s) prior to the payment date. 

The amount of these payments would be 

calculated by the relevant Loan Market, 

and OCC would effect the payments 

only as instructed by the Loan Market. 

OCC would have no responsibility to 

verify the accuracy of the Loan Market’s 

calculations and would not be liable to 

Clearing Members for any errors in such 

calculations. A Market Loan Clearing 

Member would be required to maintain 

margin with the Corporation in respect 

of any scheduled dividend equivalent 

payments and accrued rebate payments 

that such Clearing Member is obligated 

to make. 

Termination of a Market Loan, in 

whole or in part, could be initiated by 

the Lending Clearing Member calling for 

the return of the loaned securities (a 

‘‘recall’’), or by the Borrowing Clearing 

Member indicating its intention to 

return the loaned securities (a ‘‘return’’). 

The Loan Market would assign 

(randomly or by some other method) the 

recall to a participant who borrowed the 

same securities or the return to a 

participant who lent the same securities. 

Recalls/returns would be submitted to 

OCC and would be processed by OCC in 

the same manner as new stock loan 

transactions except that (i) the Loan 

Market would distinguish recalls/ 

returns from new stock loan 

transactions; and (ii) if a recall/return 

were not settled by DTC and confirmed 

by OCC after a specified period of time, 

the Loan Market would instruct an 

independent broker to initiate the ‘‘buyin’’ or ‘‘sell-out’’ process (described in 

more detail in Part C below), as 

applicable, in order to complete such 

recall/return. 

A Loan Market would have the 

authority to direct OCC to terminate all 

or a portion of the outstanding Market 

Loans carried in the account(s) of a 

Clearing Member that were originated 

through that Loan Market. In addition, 

OCC would have the authority under 

Rule 305(a) to require a Clearing 

Member to reduce or eliminate stock 

loan or stock borrow positions, 

including positions resulting from 

Market Loans, upon a determination 

that circumstances warrant such action. 

In either case, OCC would give written 

notice to all affected Clearing Members 

specifying the date on which such 

termination would become effective. If 

any such termination were not settled 

by the specified time, the relevant Loan 

Market would instruct an independent 

broker to initiate the ‘‘buy-in’’ or ‘‘sellout’’ process, as applicable, in order to 

complete the termination. Any such 

buy-in or sell-out would be for the 

account and liability of OCC, which 

would in turn have rights against the 

defaulting Market Loan Clearing 

Member. 

In the event that OCC, a Loan Market, 

or DTC suspends a Market Loan 

Clearing Member, OCC would not 

accept any settled stock loan transaction 

to which the suspended Clearing 

Member is a party as a Market Loan after 

the time at which the Clearing Member 

was suspended. Finally, OCC would 

take action under proposed Rule 2211A 

and Chapter XI of the rules to close out 

the open stock loan and stock borrow 

positions carried in the suspended 

Clearing Member’s account(s), using the 

‘‘buy-in’’ or ‘‘sell-out’’ process or 

exercising setoff rights as appropriate. 

Temporary hedging transactions would 

also be permitted under the Chapter XI 

rules. 

If a Market Loan Clearing Member 

were to believe that a Market Loan was 

executed on such Clearing Member’s 

behalf in error or that a material term of 

the loan was erroneous, the Clearing 

Member would contact the relevant 

Loan Market to seek correction. Every 

determination as to whether a Market 

Loan was entered into in error would be 

within the sole discretion of the relevant 

Loan Market and would not be subject 

to review by OCC. OCC would have no 

liability to Clearing Members for any 

action taken, or any delay or failure to 

take any action, in reasonable reliance 

on information that OCC receives from 

a Loan Market or DTC. 

C. Proposed Changes to the By-Laws 

and Rules 

In order to provide clearing services 

for Market Loans, OCC proposes to (i) 

add a new Article XXIA to the By-Laws 

and a new Chapter XXIIA to the Rules 

that would govern the clearance of 

Market Loans, (ii) introduce new terms 

and amend the definitions of existing 

terms, and (iii) amend a few other 

provisions of the By-Laws and Rules in 

connection with the introduction of 

Market Loans. 

Changes in Terminology—Article I, 

Section 1; Article XXI, Section 1; Article 

XXIA, Section 1 

In Article I, Section 1, OCC proposes 

to introduce the terms ‘‘Hedge Loan,’’ 

‘‘Loan Market,’’ ‘‘Market Loan,’’ ‘‘Market 

Loan Clearing Member’’ and ‘‘Market 

Loan Program.’’ The definition of 

‘‘Eligible Stock’’ would be amended so 

that it will be applicable to the Market 

Loan Program. OCC also proposes to 

amend the term ‘‘Stock Loan’’ to refer to 


yshivers on PROD1PC62 with NOTICES
Federal Register / Vol. 74, No. 21 / Tuesday, February 3, 2009 / Notices 5961 

6The Commission has approved in a separate rule 

change OCC’s proposal to eliminate Clearing 

Members’ ability to carry stock loan and stock 

borrow positions on a margin-eligible basis. 

However, the proposal will not be fully 

implemented until February 1, 2009. See Securities 

Exchange Act Release 58901 (December 1, 2008). 

a Hedge Loan or a Market Loan or both, 

as the context requires, except that the 

term ‘‘Stock Loan’’ is redefined in 

Article XXI of the By-Laws so that, as 

used there and in Chapter XXII of the 

Rules, the term refers only to ‘‘Hedge 

Loans’’ and not to ‘‘Market Loans.’’ 

The terms ‘‘Borrowing Clearing 

Member’’ and ‘‘Lending Clearing 

Member’’ are amended to encompass 

Market Loan Clearing Members that 

borrow or lend Eligible Stocks in Market 

Loans. The terms ‘‘stock borrow 

position,’’ and ‘‘stock loan position’’ 

will, where appropriate, apply to 

positions resulting from Market Loans 

without amendment. 

In Article XXIA, Section 1, OCC 

proposes to introduce the terms 

‘‘dividend equivalent payment,’’ 

‘‘recall’’ and ‘‘return.’’ The terms 

‘‘Collateral,’’ ‘‘Loaned Stock,’’ ‘‘mark-tomarket payment’’ and ‘‘settlement 

price,’’ which are defined in Article XXI 

in the context of the Stock Loan/Hedge 

Program, would be redefined in Article 

XXIA to reflect their specific application 

in the context of a Market Loan. Finally, 

OCC proposes to introduce the term 

‘‘rebate,’’ which refers to a periodic 

payment payable by the Lending 

Clearing Member or the Borrowing 

Clearing Member (depending on 

whether the rebate rate is positive or 

negative) in respect of a Market Loan. 

Article XXI, Section 5 

Paragraph (b) of Section 5 is being 

deleted to eliminate the existing 

requirement that a Clearing Member 

represent that the Loaned Stock does 

not constitute customer fully paid or 

excess margin securities. The 

Commission’s Rule 15c3–3 requires a 

broker-dealer to maintain possession 

and control of customer fully-paid and 

excess margin securities. Paragraph 

(b)(3) of Rule 15c3–3 sets forth 

conditions (which include customer 

consent, provision of specified collateral 

to the customer, etc.) under which a 

broker-dealer may borrow fully paid or 

excess margin securities from customers 

for its own use without violating the 

rule’s possession or control 

requirement. The deletion of paragraph 

(b) will maintain consistency between 

the existing Stock/Loan Hedge rules and 

the Market Loan rules, where no such 

representation is proposed to be 

required. Rules 2202(e) and 2202A(f) 

require Clearing Members to represent 

that each stock loan is in compliance 

with Rule 15c3–3 and other customer 

protection rules, and OCC believes that 

this representation is sufficient without 

further specificity. 

Qualifications for Designation as a 

Market Loan Clearing Member—Article 

V, Section 1 

Interpretation .03(e) of Article V, 

Section 1 would be amended to clarify 

that a Clearing Member must be 

approved as a Market Loan Clearing 

Member before it can participate in the 

Market Loan Program. OCC proposes to 

add a new interpretation .06A which 

will set out the conditions that a 

Clearing Member must meet in order to 

be approved as a Market Loan Clearing 

Member. 

OCC’s Role With Respect to Market 

Loans—Article XXIA, Section 2 

Upon acceptance of a Market Loan, 

OCC’s role with respect to such Market 

Loan would be that of a principal and 

OCC would have the position of 

borrower to the Lending Clearing 

Member and the position of lender to 

the Borrowing Clearing Member. All 

rights and/or obligations of a Clearing 

Member in respect of a Market Loan 

would be against OCC, including the 

right and/or obligation to receive or 

make mark-to-market payments, 

dividend equivalent payments, and 

rebate payments and to deliver or 

receive the Loaned Stock or Collateral. 

Agreement of the Borrowing Clearing 

Member and the Lending Clearing 

Member in Respect of Market Loans— 

Article XXIA, Sections 3 and 4 

Under Section 3, the Borrowing 

Clearing Member would represent that it 

would fulfill its obligations to OCC in 

respect of a Market Loan, including 

making required margin deposits, markto-market payments, dividend 

equivalent payments, rebate payments 

(in the case of a negative rebate), and 

delivering the Loaned Stock against 

Collateral upon the termination of the 

Market Loan, all in accordance with the 

By-Laws and Rules. The Lending 

Clearing Member would make 

reciprocal representations under 

Section 4. 

Maintaining Stock Loan and Stock 

Borrow Positions Resulting From 

Market Loans in Accounts—Article 

XXIA, Section 5; Rule 2201A 

Under Article XXIA, Section 5, upon 

the acceptance of a Market Loan, OCC 

would create the stock loan position in 

the Lending Clearing Member’s 

designated account and the stock 

borrow position in the Borrowing 

Clearing Member’s designated account. 

OCC would aggregate, separately for 

Market Loans effected through each 

Loan Market, all stock loan positions 

and stock borrow positions of a Clearing 

Member resulting from such Market 

Loans relating to the same Eligible Stock 

for position reporting purposes and 

would also net all such stock loan 

positions against such stock borrow 

positions for purposes of determining 

the Clearing Member’s margin 

obligations to OCC (referring to the 

margin that a Clearing Member would 

be required to be deposited with OCC to 

cover OCC’s risk that the market might 

move against a stock loan position or a 

stock borrow position on any day and 

that the Clearing Member might fail 

before making the required mark-tomarket payment to OCC on the next 

business day). Positions resulting from 

Market Loans would be maintained in 

Clearing Members’ accounts in the same 

manner as positions resulting from 

Hedge Loans. However, OCC would 

separately identify stock loan and stock 

borrow positions resulting from Market 

Loans, and would not deem such 

positions to be fungible with positions 

resulting from Hedge Loans. 

Rule 2201A would require each 

Market Loan Clearing Member to give 

OCC standing instructions in respect of 

Market Loans similar to the way in 

which Rule 2201 requires a Clearing 

Member participating in the Stock Loan/ 

Hedge Program to give standing 

instructions in respect of Hedge Loans, 

the differences being that Rule 2201A: 

(i) Would not include any references to 

margin-ineligible accounts because all 

positions resulting from Market Loans 

would be carried on a fully margined 

basis 6, (ii) would not require a Market 

Loan Clearing Member to specify the 

Collateral requirement that will be 

applicable to its stock loan positions 

because such requirement will be 

specified by the relevant Loan Market 

when it submits the matched trades to 

OCC, and (iii) would not include any 

references to stock loan baskets or stock 

borrow baskets because such concepts 

will not apply to positions resulting 

from Market Loans. 

Initiation of Market Loans—Rule 2202A 

As described in Part B above, a 

Market Loan would be initiated when 

the Loan Market submits a matched 

trade to OCC. If the matched trade 

passes OCC’s validation processes, OCC 

would instruct DTC to effect the transfer 

of Eligible Stock against Collateral 

between the accounts of two Market 

Loan Clearing Members, provided that 

such transfers would flow through 


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5962 Federal Register / Vol. 74, No. 21 / Tuesday, February 3, 2009 / Notices 

OCC’s account at DTC in order to 

maintain anonymity between the lender 

and borrower. 

Only those settled stock loan 

transactions that are affirmatively 

accepted by OCC following receipt of 

the end-of-day stock loan activity file 

from DTC and OCC’s validation 

processes would be deemed Market 

Loans. OCC would substitute itself as 

counterparty to the Borrowing Clearing 

Member and the Lending Clearing 

Member, respectively, in respect of each 

Market Loan. Any stock loan 

transactions purported to have 

originated through a Loan Market that 

are not accepted by OCC would be 

rejected by OCC and would have no 

further effect as regards OCC. 

Paragraphs (d) and (e) of Rule 2202A 

would clarify the Lending Clearing 

Member’s rights and obligations with 

respect to the Collateral posted and the 

Borrowing Clearing Member’s rights and 

obligations with respect to the Loaned 

Stock. Under paragraph (f), a Market 

Loan Clearing Member would be 

required to represent to OCC that the 

Clearing Member’s participation in each 

Market Loan is in compliance, and will 

continue to comply, with all applicable 

laws and regulations. 

Margin Deposited With OCC in Respect 

of Market Loans—Rule 2203A 

As mentioned in the description of 

proposed Article XXIA, Section 5 above, 

a Market Loan Clearing Member would 

be required to meet its margin 

obligations to OCC with respect to its 

stock loan and stock borrow positions 

resulting from Market Loans. Rule 

2203A would reiterate this obligation 

and clarify that margin calculation shall 

be determined pursuant to Rule 601. 

Mark-to-Market Payments in Respect of 

Market Loans—Rule 2204A 

Rule 2204A would govern the 

calculation and payment of mark-tomarket payments in respect of Market 

Loans. Using the same calculation 

method and collection/payment 

procedures that OCC practices with 

respect to Stock Loans, OCC would 

calculate on a daily basis the net 

amount owed by or to each Market Loan 

Clearing Member in respect of stock 

loan and stock borrow positions 

resulting from Market Loans carried in 

a Clearing Member’s accounts and 

collect such net amount from, or deposit 

such net amount to, as applicable, the 

Clearing Member’s designated bank 

account. 

Daily Reports—Rule 2205A 

As mentioned in the description of 

proposed Article XXIA, Section 5 above, 

OCC would aggregate, separately for 

Market Loans effected through each 

Loan Market, all stock loan positions 

and stock borrow positions of a Clearing 

Member resulting from such Market 

Loans relating to the same Eligible Stock 

for position reporting purposes. 

Pursuant to Rule 2205A, OCC would 

make these position reports available to 

each Market Loan Clearing Member on 

a daily basis. 

Dividends, Distributions and Rebates in 

Respect of Market Loans—Rule 2206A 

Paragraph (a) of Rule 2206A would 

clarify that a Lending Clearing Member 

will be entitled to receive all dividends 

and distributions made in respect of 

Loaned Stock on the record dates that 

occur during the term of a Market Loan 

and the Borrowing Clearing Member 

will be obligated to pay or deliver all 

such dividends and distributions. 

Because a Market Loan Clearing 

Member generally would not know the 

identity of the counterparty to a Market 

Loan, the Loan Market and OCC would 

facilitate the payment of dividend 

equivalents between Market Loan 

Clearing Members. The Loan Market 

would be solely responsible for 

calculating the dividend equivalent 

amounts that each Market Loan Clearing 

Member is entitled to receive or 

obligated to pay. On the expected 

payment date, OCC would guarantee 

and effect such payments between 

Market Loan Clearing Members as 

instructed by the Loan Market, in each 

instance up to the amount for which the 

Corporation has collected margins from 

the responsible Market Loan Clearing 

Member(s) prior to the expected 

payment date. However, OCC would not 

be responsible for any errors in the Loan 

Market’s calculations or instructions. 

OCC would add non-cash dividends 

and distributions to the Loaned Stock 

and transfer them to the Lending 

Clearing Member upon termination of 

the Market Loan if OCC determines in 

its sole discretion that such transfer is 

legally permissible and can be made 

through DTC. The Loan Market could 

also determine to fix a cash settlement 

value with respect to any non-cash 

dividends and/or distributions that are 

not added to the Loaned Stock, in which 

case the Loan Market would instruct 

OCC to effect collection and payment of 

such cash settlement. With respect to 

any other non-cash dividend or 

distribution, the Lending Clearing 

Member would receive the benefit of the 

dividend or distribution only if it recalls 

the Loaned Stock in time to receive such 

dividend or distribution directly. 

Paragraph (b) of Rule 2206A would 

govern the periodic payments of rebates 

to Market Loan Clearing Members. As in 

the case of dividend equivalent 

payments, the Loan Market would be 

solely responsible for calculating the 

amount of rebate payments that each 

Market Loan Clearing Member is 

entitled to receive or obligated to pay. 

On the specified settlement date, OCC 

would guarantee and effect such 

payments and collections as instructed 

by the Loan Market, in each instance up 

to the amount for which the Corporation 

has collected margin from the 

responsible Market Loan Clearing 

Member(s) prior to the specified 

settlement date. Again, OCC would not 

be responsible for any errors in the Loan 

Market’s calculations or instructions. 

Rebate payments would be paid on at 

least a monthly basis. If a Market Loan 

Clearing Member were to be suspended, 

OCC would have the discretion to 

accelerate settlement of accrued rebate 

payments with respect to such 

suspended Clearing Member. 

Correction of Erroneous Market Loans— 

Rule 2207A 

If a Market Loan Clearing Member 

were to believe that a Market Loan was 

executed on such Clearing Member’s 

behalf in error or that a material term of 

the loan was erroneous, the remedy 

available to the Clearing Member would 

be to contact the relevant Loan Market 

to request correction. The decision to 

void a Market Loan would be in the 

Loan Market’s sole discretion and 

would not be subject to review by OCC. 

Furthermore, interpretation .01 to Rule 

2207A would clarify that in carrying out 

OCC’s role with respect to Market 

Loans, OCC would be entitled to rely on 

information provided by a Loan Market 

or DTC and would not be liable to 

Clearing Members for any actions taken 

in reliance of such information. 

Indemnification by Borrowing Clearing 

Member—Rule 2208A 

Rule 2208A would require a 

Borrowing Clearing Member in respect 

of a Market Loan to indemnify, defend, 

and hold harmless OCC from any 

consequences resulting from the 

Borrowing Clearing Member’s use of the 

Loaned Stock. 

Termination of Market Loans—Rule 

2209A 

Rule 2209A would govern the 

different ways that a Market Loan may 

be terminated. In the case of a recall or 

a return that is the subject of paragraph 

(a) of Rule 2209A, the transaction would 

be submitted by the Loan Market to OCC 

and would be processed by OCC in 

basically the same manner as a new 

stock loan transaction. The Loan Market 


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would distinguish a recall/return from a 

new stock loan transaction so that upon 

OCC’s confirmation that a recall/return 

was settled by DTC, OCC would 

extinguish the corresponding stock loan 

and stock borrow positions instead of 

creating new positions on its books. 

If a recall fails to settle because the 

Borrowing Clearing Member fails to 

return the Loaned Stock within the 

timeframe specified in Rule 2209A, the 

relevant Loan Market would instruct an 

independent broker to initiate the ‘‘buyin’’ process on the morning of the 

following stock loan business day. The 

broker would be instructed to purchase 

the Loaned Stock in a commercially 

reasonable manner as promptly as 

practicable (and in any event, at or prior 

to the time when a buy-in would be 

required under applicable regulatory 

requirements). The buy-in would be for 

OCC’s account and liability because of 

OCC’s role as the principal to each 

Market Loan. 

The buy-in procedures are intended to 

facilitate compliance by the Clearing 

Member with buy-in requirements 

under applicable rules of the 

Commission and self-regulatory 

organizations, including the 

requirements imposed by Regulation 

SHO. The ultimate responsibility for 

compliance with Regulation SHO rests 

with the Clearing Member, and OCC 

would not be liable for any Clearing 

Member’s failure to comply with its 

obligations. 

The bought-in Loaned Stock would 

ultimately be delivered to the Lending 

Clearing Member’s account at DTC in 

exchange for the Collateral. Any 

difference between (i) the amount of the 

Collateral and (ii) the price paid on the 

buy-in plus any other costs, fees or 

interest incurred by the broker in 

connection with such buy-in and any 

penalties or charges that the Loan 

Market may assess against the 

Borrowing Clearing Member would be 

credited to or debited from the 

Borrowing Clearing Member’s 

designated bank account. 

If a return fails to settle because the 

Lending Clearing Member fails to return 

the Collateral within the timeframe 

specified in Rule 2209A, the relevant 

Loan Market would instruct an 

independent broker to initiate the ‘‘sellout’’ process on the morning of the 

following stock loan business day. The 

sell-out process is essentially the 

inverse of the buy-in process. The 

broker would be instructed to sell the 

Loaned Stock for OCC’s account and 

liability. The sale proceeds would 

ultimately be delivered to the Borrowing 

Clearing Member’s account at DTC 

against delivery of the Loaned Stock. 

Any difference between (i) the sale 

proceeds and (ii) the amount of the 

Collateral plus any other costs, fees or 

interest incurred by the broker in 

connection with such sell-out, and any 

penalties or charges that the Loan 

Market may assess against the Lending 

Clearing Member would be credited to 

or collected from the Lending Clearing 

Member’s designated bank account. 

Paragraph (c) of Rule 2009A would 

provide that OCC would have the 

authority to terminate Market Loans in 

circumstances where a Loan Market so 

directs OCC or where OCC deems such 

action warranted. In either case, OCC 

would give written notice to all affected 

Clearing Members specifying the date 

on which such termination would 

become effective. As with a recall or a 

return, if a Market Loan termination 

initiated by a Loan Market or OCC fails 

to settle by the specified time set forth 

in paragraph (c), the relevant Loan 

Market would instruct an independent 

broker to initiate the ‘‘buy-in’’ or ‘‘sellout’’ process, as applicable, in order to 

complete the termination. 

Suspension of Market Loan Clearing 

Members—Rule 2210A and 2211A 

Under Rule 2210A, OCC would not 

accept any stock loans to which the 

suspended Clearing Member is a party 

as a Market Loan after the time at which 

the Clearing Member was suspended, 

and would instruct DTC to unwind any 

such transaction. Open stock loan and 

stock borrows positions of the 

suspended Clearing Member would be 

liquidated in accordance with Rule 

2211A by an independent broker 

designated by OCC for such purposes. 

Collection of Fees and Charges on 

Behalf of a Loan Market—Rule 209 

OCC proposes to amend paragraph (b) 

of Rule 209 so that OCC would have the 

authority to withdraw from a Market 

Clearing Member’s bank account the 

amount of any fees or charges that the 

Clearing Member owes to a Loan 

Market. 

Certain Conforming Changes in the ByLaws and Rules—Article XXI, Section 2 

and 5; Rule 1103, 2201, 2202, 2204, 

2205 and 2210 

Sections 2 and 5 of Article XXI of the 

By-Laws and Rule 1103, 2201, 2202, 

2204, 2205 and 2210 would be amended 

to conform to the new Market Loan 

rules as appropriate. 

D. Summary of Certain Provisions of the 

AQS Agreement 

In connection with providing clearing 

and settlement services to AQS, OCC 

will enter into the AQS Agreement, 

which is similar in form to clearing 

agreements that OCC has entered into 

with futures markets. In addition to (i) 

defining each party’s obligations in 

connection with the clearance and 

settlement of Market Loans, as 

discussed in Part B above, and (ii) 

identifying aspects of OCC’s services 

that will be provided in accordance 

with the provisions of OCC’s By-Laws 

and Rules, as discussed in Part C above, 

the AQS Agreement will set forth other 

terms and conditions that will govern 

the parties’ relationship, including the 

following: 

Regulatory Requirements 

AQS will represent that (i) it will have 

obtained all necessary registrations, 

memberships, approvals or other 

consents that are required to have been 

obtained by it from any federal or state 

regulatory agencies or any selfregulatory organizations, (ii) it will have 

procedures (as amended from time to 

time, the ‘‘Market Procedures’’) that 

comply with the provisions of all 

applicable regulations and will have 

filed with the Commission the necessary 

information with respect to the Market 

Procedures, and (iii) it will have all 

requisite power and authority, whether 

arising under applicable federal or state 

law or the rules and regulations of any 

regulatory or self-regulatory 

organization to which AQS is subject, to 

enter into and perform its obligations 

under the AQS Agreement. OCC will 

make similar representations, and in 

addition will clarify that OCC’s 

provision of clearing services in respect 

of Market Loans will depend on the 

Commission’s approval of this proposed 

rule change. 

AQS and OCC will each be required 

to notify the other party of any action 

taken by any regulatory body or agency 

that, in the judgment of the relevant 

party, has or will have a material 

adverse effect on such party’s 

performance of its obligations under the 

AQS Agreement. 

Fees for Clearing Services 

OCC will establish fee structures for 

the services it performs for Clearing 

Members consistent with the provisions 

of its By-Laws. Fees charged to 

subscribers of AQS for services 

performed by OCC under the AQS 

Agreement shall not be greater than the 

fees charged by OCC in respect of 

substantially similar services performed 

for other markets in connection with 

Market Loan transactions; provided that 

OCC may offer alternative fee structures 

to such markets so long as it offers the 

same alternatives to AQS on 

substantially the same terms and so long 


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5964 Federal Register / Vol. 74, No. 21 / Tuesday, February 3, 2009 / Notices 

7 15 U.S.C. 78q–1(b)(3)(I). 

as the alternative fee structure provides 

for the equitable allocation of reasonable 

dues, fees, and other charges among 

Clearing Members. 

Indemnification 

AQS will indemnify and hold 

harmless OCC and each of its directors, 

officers, committee members, agents, 

employees and any person or entity who 

controls OCC (as the term ‘‘control’’ is 

defined in Rule 405 of the Securities Act 

of 1933, as amended) from and against 

any and all losses, damages, liabilities, 

judgments, claims, expenses and 

amounts incurred and/or paid in 

settlement (collectively referred to as 

‘‘Losses’’) arising out of or based on (i) 

any violation or alleged violation by 

AQS of any of the terms of the AQS 

Agreement or (ii) any violation or 

alleged violation by AQS of any law 

(including patent infringement or other 

intellectual property law violation) or 

governmental regulation. OCC will 

indemnify and hold harmless AQS and 

each of its directors, officers, committee 

members, agents, employees and any 

person or entity who controls the 

Market from and against any and all 

Losses arising out of or based on (i) any 

violation or alleged violation by OCC of 

any of the terms of the AQS Agreement, 

(ii) any alleged default by OCC in 

performing its obligations in accordance 

with its By-Laws and Rules in respect of 

any Market Loans it has accepted for 

clearing, or (iii) any violation or alleged 

violation by OCC of any law (including 

patent infringement or other intellectual 

property law violation) or governmental 

regulation. The indemnifications 

provided by each party will include 

indemnification against any Losses 

arising out of or based on any allegation 

that any termination of a Market Loan 

transaction initiated by the 

indemnifying party was wrongful. 

Term and Termination 

The AQS Agreement may be 

terminated (i) by either party at any time 

upon giving a specified number of days’ 

prior written notice to the other party, 

(ii) by a party upon giving notice to the 

other party if the other party has 

breached in any material respect the 

provisions of the AQS Agreement, or 

(iii) by OCC upon giving notice to AQS 

if, among other grounds, AQS has 

ceased to effect stock loan transactions 

or OCC’s By-Laws or Rules have ceased 

to be in effect in a material respect. 

From the time that any notice of 

termination is given or any event of 

termination occurs until such time as all 

stock loan and borrow positions 

resulting from Market Loans have been 

closed or transferred to an alternative 

clearing organization, OCC and AQS 

will continue to provide all services and 

perform all of their respective 

obligations under the AQS Agreement 

and OCC’s By-Laws and Rules to the 

extent necessary or appropriate to 

service open stock loan and borrow 

positions. Finally, in the event of a 

voluntary termination of the AQS 

Agreement, OCC will use reasonable 

efforts to effect transfer of the open 

positions to AQS’s successor clearing 

organization subject to reasonable 

agreements with such successor clearing 

organization, AQS and/or Clearing 

Members whose positions are being 

transferred, as appropriate, that protect 

the interests of OCC. 

Dispute Resolution 

If a dispute arises between AQS and 

OCC relating to the clearing services in 

respect of Market Loans, the AQS 

Agreement will provide that senior 

officers of AQS and OCC will endeavor 

in good faith to resolve the dispute and 

to mitigate its deleterious effects and 

will confer with each other to those 

ends. 

Certain Loan Market Obligations 

Schedule B of the AQS Agreement 

sets forth certain specific services that 

the Loan Market is required to perform 

to facilitate the performance by OCC of 

its obligations under its By-Laws and 

Rules. With respect to such obligations, 

the AQS Agreement provides that the 

Loan Market will be bound by the 

provisions of OCC’s By-Laws and Rules 

to the extent that they impose 

obligations on the Market. 

The proposed changes to OCC’s Rules 

are consistent with the purposes and 

requirements of Section 17A of the Act 

because they are designed to promote 

the prompt and accurate clearance and 

settlement of stock loan transactions 

executed on an electronic marketplace, 

and to foster cooperation and 

coordination with persons engaged in 

the clearance and settlement of such 

transactions, to remove impediments to 

and perfect the mechanism of a national 

system for the prompt and accurate 

clearance and settlement of such 

transactions, and, in general, to protect 

investors and the public interest. The 

proposed rule change accomplishes 

these purposes by expanding the 

number of securities lending 

transactions that will be cleared and 

settled by OCC, which, in turn, benefits 

OCC’s Clearing Members and the 

industry by reducing the cost of credit, 

increasing operational efficiency, and 

providing stability through a central 

counterparty guarantee by applying 

many of the same rules and procedures 

to these transactions as OCC applies to 

the Hedge Loan transactions. The 

proposed rule change is not inconsistent 

with the existing rules of OCC, 

including any rules proposed to be 

amended. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

OCC does not believe that the 

proposed rule change would 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 were not and are 

not intended to be solicited with respect 

to the proposed rule change, and none 

have been received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Commission finds that the 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder and 

particularly with the requirements of 

Section 17A(b)(3)(F).7 Section 

17A(b)(3)(F) requires, among other 

things, that the rules of a clearing 

agency be designed to remove 

impediments to and perfect the 

mechanism for a national system for the 

prompt and accurate clearance and 

settlement of securities transactions and 

to assure the safeguarding of securities 

and funds which are in the custody or 

control of the clearing agency or for 

which it is responsible. The proposed 

rule change is consistent with these 

requirements because while it allows 

OCC to expand its existing Stock Loan/ 

Hedge Program to accommodate 

securities lending transactions executed 

through electronic trading systems, it 

addresses the differences between the 

Stock Loan/Hedge Program and the new 

Market Loan program by amending 

several provisions of OCC’s Rules and 

entering into the AQS Agreement, both 

of which are designed to assure that 

OCC and its members comply with 

Commission rules and to reduce the risk 

of operational disruption or financial 

loss to OCC or to its members. 

OCC has requested that the 

Commission approve this rule change 

prior to the thirtieth day after the date 

of publication of notice of the filing. The 

Commission finds good cause for 

approving the proposed rule change 

prior to the thirtieth day after 

publication of notice because by so 

approving, OCC may begin providing 


yshivers on PROD1PC62 with NOTICES
Federal Register / Vol. 74, No. 21 / Tuesday, February 3, 2009 / Notices 5965 

8 In approving the proposed rule changes, 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). 

clearing services for stock loan and 

borrow transactions effected through the 

AQS Loan Market in time for its 

anticipated launch date of January 31, 

2008. 

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–OCC–2008–20 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–OCC–2008–20. 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 

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 filing also will be 

available for inspection and copying at 

the principal office of OCC and on 

OCC’s Web site at http:// 

www.theocc.com/publications/rules/ 

proposed_changes/sr_occ_08_20.pdf. 

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–OCC–2008–20 and should 

be submitted on or before February 24, 

2009. 

V. 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 with the requirements of 

Section 17A of the Act and the rules and 

regulations thereunder applicable.8

It is therefore ordered, pursuant to 

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

proposed rule change (File No. SR– 

OCC–2008–20) be, and hereby is, 

approved. 

For the Commission by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–2204 Filed 2–2–09; 8:45 am] 

BILLING CODE 8011–01–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration #11605 and #11606] 

New Hampshire Disaster Number NH– 

00010 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Amendment 1. 

SUMMARY: This is an amendment of the 

Presidential declaration of a major 

disaster for Public Assistance Only for 

the State of New Hampshire ( FEMA– 

1812–DR) , dated 01/02/2009. 

Incident: Severe Winter Storm. 

Incident Period: 12/11/2008 through 

12/23/2008. 

Effective Date: 01/23/2009. 

Physical Loan Application Deadline 

Date: 03/03/2009. 

Economic Injury (EIDL) Loan 

Application Deadline Date: 10/02/2009. 

ADDRESSES: Submit completed loan 

applications to: U.S. Small Business 

Administration, Processing and 

Disbursement Center, 14925 Kingsport 

Road, Fort Worth, TX 76155. 

FOR FURTHER INFORMATION CONTACT: 

A. Escobar, Office of Disaster 

Assistance, U.S. Small Business 

Administration, 409 3rd Street, SW., 

Suite 6050, Washington, DC 20416. 

SUPPLEMENTARY INFORMATION: The notice 

of the President’s major disaster 

declaration for Private Non-Profit 

organizations in the State of NEW 

HAMPSHIRE, dated 01/02/2009, is 

hereby amended to establish the 

incident period for this disaster as 

beginning 12/11/2008 and continuing 

through 12/23/2008. 

All other information in the original 

declaration remains unchanged. 

(Catalog of Federal Domestic Assistance 

Numbers 59002 and 59008) 

Herbert L. Mitchell, 

Associate Administrator for Disaster 

Assistance. 

[FR Doc. E9–2246 Filed 2–2–09; 8:45 am] 

BILLING CODE 8025–01–P 

SMALL BUSINESS ADMINISTRATION 

National Women’s Business Council 

Notice of Meeting 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Notice of open Federal advisory 

committee meeting. 

SUMMARY: The SBA is issuing this notice 

to announce the location, date, time, 

and agenda for the next meeting of the 

National Women’s Business Council 

(NWBC). The meeting will be open to 

the public. 

DATES: The meeting will be held on 

February 27, 2009 from approximately 

8:30 a.m. to 12:30 p.m. est. 

ADDRESSES: The meeting will be held at 

the U.S. Small Business Administration, 

409 Third Street, SW., Eisenhower 

Conference Room, Washington, DC 

20416. 

SUPPLEMENTARY INFORMATION: Pursuant 

to section 10(a)(2) of the Federal 

Advisory Committee Act (5 U.S.C., 

Appendix 2), SBA announces the 

meeting of the National Women’s 

Business Council. The National 

Women’s Business Council is tasked 

with providing policy recommendations 

on issues of importance to women 

business owners to the President, 

Congress, and the SBA Administrator. 

The purpose of the meeting is to 

introduce the NWBC’s agenda and 

action items for fiscal year 2009 

included but not limited to 

procurement, access to capital, access to 

training and technical assistance, and 

affordable health care. The topics to be 

discussed will include: the 2009 

Women’s Business Summit: The 

Economy Through a Different Lens; 

update on FY 2009 projects and budget; 

upcoming Town Hall Meeting on April 

29, in Atlanta, GA and future town hall 

locations. 


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