Federal Register / Vol. 74, No. 53 / Friday, March 20, 2009 / Notices 11983 

7 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

Exchange. Accordingly, the proposal 

will take effect upon filing with the 

Commission. At any time within 60 

days of the filing of such 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–ISE–2009–07 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–ISE–2009–07. 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 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–ISE–2009–07 and should be 

submitted on or before April 10, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–6086 Filed 3–19–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59571; File No. SR– 

BSECC–2009–02] 

Self-Regulatory Organizations; Boston 

Stock Exchange Clearing Corporation; 

Notice of Filing of Proposed Rule 

Change To Amend the Articles of 

Organization and By-Laws of Boston 

Stock Exchange Clearing Corporation 

March 12, 2009. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on February 

20, 2009, Boston Stock Exchange 

Clearing Corporation (‘‘BSECC’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by BSECC. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of the Substance 

of the Proposed Rule Change 

BSECC is filing this proposed rule 

change with regard to proposed changes 

to its Articles of Organization and ByLaws to increase its authorized shares 

and to reflect a transfer in ownership of 

five percent of BSECC’s shares. BSECC 

is also proposing to amend its Articles 

of Organization and By-Laws to change 

its name to the Nasdaq Clearing 

Corporation and to make other 

miscellaneous changes. The proposed 

rule change will be implemented as 

soon as practicable following approval 

by the Commission. The text of the 

proposed rule change is available from 

the Commission’s public reference room 

and at http:// 

nasdaqomxbx.cchwallstreet.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, 

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 such statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

On August 29, 2008, The NASDAQ 

OMX Group, Inc. (‘‘NASDAQ OMX’’) 

completed its acquisition of Boston 

Stock Exchange, Incorporated (recently 

renamed NASDAQ OMX BX, Inc.) and 

several of its wholly owned 

subsidiaries, including BSECC. As a 

result, BSECC has become an indirect 

wholly owned subsidiary of NASDAQ 

OMX. On January 5, 2009, OMX AB, 

which is another indirect wholly owned 

subsidiary of NASDAQ OMX, entered 

into agreements with Fortis Bank Global 

Clearing N.V. (‘‘Fortis’’) and European 

Multilateral Clearing Facility N.V. 

(‘‘EMCF’’), pursuant to which, among 

other things, OMX AB (i) has acquired 

a 22% equity stake in EMCF and (ii) has 

agreed to acquire a 5% equity stake in 

BSECC from NASDAQ OMX BX, Inc. 

and in turn to transfer this stake to 

EMCF. 

The Articles of BSECC provide that: 

All of the authorized shares of Common 

Stock of [BSECC] shall be issued and 

outstanding, and shall be held by Boston 

Stock Exchange, Incorporated, a Delaware 

corporation. Boston Stock Exchange, 

Incorporated may not transfer or assign any 

shares of stock of BSECC, in whole or in part, 

to any entity, unless such transfer or 

assignment shall be filed with and approved 

by the U.S. Securities and Exchange 

Commission under Section 19 of the 

Securities Exchange Act of 1934, as 

amended, and the rules promulgated 

thereunder. 

Accordingly, in order to complete the 

transfer of shares of BSECC 

contemplated by the agreements, BSECC 

must amend the Articles to specify an 

additional stockholder in BSECC and 

must obtain Commission approval for 

the transfer of stock. In addition, BSECC 

is proposing to amend the Articles and 

its By-Laws to change its name to 

11984 Federal Register / Vol. 74, No. 53 / Friday, March 20, 2009 / Notices 

3 15 U.S.C. 78q–1. 

4 15 U.S.C. 78q–1(b)(3)(A). 

NASDAQ Clearing Corporation and to 

adopt other miscellaneous changes. 

EMCF is a central counterparty 

clearinghouse for European equity 

trading on exchanges and multilateral 

trading facilities, including NASDAQ 

OMX Europe Ltd., Chi-X Europe Ltd., 

and BATS Trading Europe Ltd. In 

addition, EMCF has agreed to provide 

central counterparty clearing services to 

NASDAQ OMX exchanges in 

Stockholm, Helsinki, Copenhagen, and 

Iceland. EMCF clears stocks traded on 

multiple European markets, including 

stocks comprising the AEX, DAX, 

FTSE100, CAC40, and SMI20 indexes. 

Services offered by EMCF include 

novation, gross trade netting, settlement, 

margining, and fails and buy-in 

management. EMCF is headquartered in 

the Netherlands, and is subject to 

voluntary supervision by De 

Nederlandsche Bank and Autoriteit 

Financiele Markten. In addition to OMX 

AB, EMCF’s stockholders are Fortis 

Bank Nederland (Holding) N.V. and 

Fortis Bank Global Clearing N.V. 

NASDAQ OMX and EMCF’s other 

stockholders will seek to further 

broaden EMCF’s ownership structure to 

include order flow providers and 

financial institutions. It is expected that 

this will increase the commitment of 

banks and flow providers towards 

EMCF, decrease EMCF’s dependence on 

one shareholder, and demonstrate to the 

market that EMCF is a solid company 

with firm backing of shareholders with 

high standing and that EMCF is a 

company that looks after the interests of 

all its interested parties. Also, a key 

purpose of the diversified shareholders’ 

base is to facilitate the further 

development of EMCF into becoming 

the leading central counterparty services 

provider for European cash equities. 

Under the Share Transfer Agreement 

dated January 5, 2009, among Fortis, 

OMX AB, and EMCF, OMX AB has 

agreed, subject to Commission approval, 

to transfer a 5% stake in BSECC to 

EMCF. The transfer of BSECC’s shares is 

a portion of the consideration to be paid 

by OMX AB for obtaining a 22% stake 

in EMCF. Accordingly, OMX AB must 

obtain the shares from NASDAQ OMX 

BX, Inc. prior to transferring them to 

EMCF. OMX AB has agreed to 

undertake to use reasonable endeavors 

to obtain Commission approval for the 

transfer as soon as possible and in any 

event by July 5, 2009. 

Currently, the authorized share 

capital of BSECC is 150 shares, par 

value $100. Because 5% of 150 is 7.5, 

BSECC must increase its authorized 

share capital and pay a 2 for 1 stock 

dividend to NASDAQ OMX BX, Inc. 

such that it will own 300 shares and be 

able to transfer 15 of them. Accordingly, 

BSECC also proposes to amend its 

Articles in order to increase its 

authorized share capital. BSECC 

proposes to amend its Articles to reflect 

either OMX AB or EMCF as one of its 

stockholders (as well as the name 

change of NASDAQ OMX BX, Inc.). 

The amended provisions would state: 

All of the authorized shares of Common 

Stock of [BSECC] shall be issued and 

outstanding, and shall be held by NASDAQ 

OMX BX, Inc., a Delaware corporation, and 

either OMX AB, a corporation organized 

under the laws of Sweden, or European 

Multilateral Clearing Facility, N.V., a public 

company with limited liability incorporated 

under the laws of the Netherlands. 

The language in the Articles 

providing that a stockholder may not 

transfer or assign shares of stock of 

BSECC without approval of the 

Commission would remain in place, 

such that all of the stockholders of 

BSECC would be bound by that 

restriction. 

The Share Transfer Agreement also 

provides that under certain 

circumstances, EMCF may transfer the 

shares of BSECC back to OMX AB or 

NASDAQ OMX BX, Inc., thereby 

unwinding this aspect of the 

transaction. In order to avoid the need 

to seek approval for such an unwinding 

in the future, BSECC requests that the 

Commission approve at this time both 

the initial transfer and any future 

unwinding. 

Finally, at the time of the transfer 

EMCF and NASDAQ OMX BX, Inc. will 

enter into a Shareholders Agreement to 

govern their relationship with respect to 

BSECC. The key provisions of the 

Shareholders Agreement are as follows. 

First, EMCF will grant BSECC a right of 

first refusal to purchase all or any 

portion of its shares that EMCF may 

propose to transfer. Second, if NASDAQ 

OMX BX, Inc. proposes to transfer any 

of its shares of BSECC to any person, it 

must provide EMCF with the right to 

substitute EMCF’s shares in such 

transfer in proportion to EMCF’s 

percentage share of ownership in 

BSECC. Third, if NASDAQ OMX BX, 

Inc. proposes to enter into a transaction 

under which it would no longer own a 

majority of BSECC’s outstanding shares 

or a sale of all or substantially all of the 

assets of BSECC (‘‘Sale Transaction’’), 

EMCF will in most circumstances take 

such actions as are necessary to support 

the consummation of the Sale 

Transaction. Fourth, if BSECC issues 

new securities it must first offer them to 

NASDAQ OMX BX, Inc. and EMCF. 

Finally, the Shareholders Agreement 

provides for rights of the stockholders to 

obtain information from BSECC about 

its financial performance and 

operations. 

Because the share transfers described 

by the Shareholders Agreement would 

require Commission approval under the 

Articles, the Agreement also provides 

that ‘‘[n]othing in the Agreement shall 

be construed to authorize [BSECC] or 

any stockholder of [BSECC] to transfer 

any share or other interests in [BSECC] 

unless such transfer is approved in 

accordance with the restrictions 

contained in the [Articles] of [BSECC] 

and such other restrictions as may be 

imposed by the * * * Commission or 

other governmental authority having 

jurisdiction over [BSECC].’’ 

BSECC is also proposing changing its 

name from Boston Stock Exchange 

Clearing Corporation to NASDAQ 

Clearing Corporation. The change 

reflects BSECC’s changed status as a 

subsidiary of NASDAQ OMX. In 

addition, BSECC is proposing the 

following miscellaneous changes to its 

Articles and By-Laws. First, BSECC is 

restating its Articles to consolidate prior 

amendments into a single document. 

Under Massachusetts law, the form for 

restatement of the Articles necessitates 

nonsubstantive changes to citations to 

Massachusetts statutes in the title of the 

Articles, changes to prefatory language 

in Article IV of the Articles, and the 

addition of nonsubstantive language 

regarding date of effectiveness as a new 

Article VII. Second, BSECC is amending 

the Articles and By-Laws to reflect the 

change in the name of Boston Stock 

Exchange, Incorporated to NASDAQ 

OMX BX, Inc. Finally, BSECC is 

correcting several typographical errors 

in Article X of the By-Laws. 

2. Statutory Basis 

The proposed rule change is 

consistent with the provisions of 

Section 17A of the Act,3 in general, and 

with Section 17A(b)(3)(A) of the Act,4 in 

particular, in that 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. 

The change will allow investment in 

BSECC by EMCF, a central counterparty 

clearinghouse with substantial expertise 

in clearing of equity trades on 

exchanges and multilateral trading 

facilities. At the same time, the changes 

are structured to allow the Commission 

ongoing oversight over any further 

transfers of BSECC’s common stock that 

may be proposed in the future. 

Federal Register / Vol. 74, No. 53 / Friday, March 20, 2009 / Notices 11985 

5 17 CFR 200.30–3(a)(12). 

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. 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–2009–02 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–2009–02. 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. 

The text of the proposed rule change is 

available at BSECC, the Commission’s 

Public Reference Room, and http:// 

nasdaqomxbx.cchwallstreet.com/ 

NASDAQOMXBX/pdf/bsecc-filings/ 

2009/SR-BSECC-2009-002.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–BSECC–2009–02 and 

should be submitted on or before April 

10, 2009. 

For the Commission by the Division of 

Trading and Markets, pursuant to delegated 

authority.5

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–6084 Filed 3–19–09; 8:45 am] 

BILLING CODE 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration #11645 and #11646] 

Arkansas Disaster Number AR–00028 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Amendment 3. 

SUMMARY: This is an amendment of the 

Presidential declaration of a major 

disaster for Public Assistance Only for 

the State of Arkansas (FEMA–1819–DR), 

dated 02/06/2009. 

Incident: Severe Winter Storm. 

Incident Period: 01/26/2009 through 

01/30/2009. 

Effective Date: 02/24/2009. 

Physical Loan Application Deadline 

Date: 04/07/2009. 

Economic Injury (EIDL) Loan 

Application Deadline Date: 11/06/2009. 

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 Arkansas, 

dated 02/06/2009, is hereby amended to 

include the following areas as adversely 

affected by the disaster. 

Primary Counties: Pope. 

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. E9–6058 Filed 3–19–09; 8:45 am] 

BILLING CODE 8025–01–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration #11663 and #11664] 

Missouri Disaster Number MO–00036 

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 Missouri (FEMA–1822– 

DR)), dated 02/17/2009. 

Incident: Severe Winter Storm. 

Incident Period: 01/26/2009 through 

01/28/2009. 

Effective Date: 02/24/2009. 

Physical Loan Application Deadline 

Date: 04/20/2009. 

Economic Injury (EIDL) Loan 

Application Deadline Date: 11/17/2009. 

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 Missouri, 

dated 02/17/2009, is hereby amended to 

include the following areas as adversely 

affected by the disaster. 

Primary Counties: Barry. 

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. E9–6057 Filed 3–19–09; 8:45 am] 

BILLING CODE 8025–01–P