13486 Federal Register / Vol. 74, No. 58 / Friday, March 27, 2009 / Notices 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4PRL orders are for a size within the standard 

unit (round-lot) of trading, which is 100 shares for 

most stocks, but contains a portion that is smaller 

than the standard unit of trading, e.g. 199 shares. 

It should be noted that for certain securities trading 

on the NYSE the standard unit of trading is 10 

shares. 

5See SR–NYSEALTR–2009–27 (to be filed March 

11, 2009). 

6See NYSE Rule 124(a). 

7 Id. Odd-lot orders are in effect netted against 

one another and executed; however, since the DMM 

is buying the same amount that he or she is selling, 

there is no economic consequence to the DMM in 

this type of pairing-off of orders. Any imbalance of 

buy or sell odd-lot market orders are executed 

against the DMM, up to the size of the round-lot 

transaction or the BID/OFFER size whichever is 

less. 

8The volume limitation in section (c) of the rule 

is defined as the lesser of either the number of 

shares in the last round-lot transaction or the 

number of shares available at the national best bid 

(in the case of an odd-lot order to sell), or the 

national best offer (in the case of an odd-lot order 

to buy). 

9Pursuant to NYSE Rule 124(d) odd-lot limit 

orders that are non-marketable upon receipt that 

become marketable are eligible to be netted and 

executed at the price of the next round-lot 

transaction. If odd-lot limit orders do not receive an 

execution pursuant to the netting provision, then 

the orders are eligible to be executed, at its limit 

price, subject to the volume limitation of section (c) 

of the rule. 

10As with marketable odd-lot orders, nonmarketable odd-lot limit orders which would 

otherwise receive a partial execution will be 

executed in full. Non-marketable odd-lot limit 

orders that become marketable, that remain 

unexecuted within 30 seconds of receipt will be 

executed, in time priority of receipt, except that the 

orders will be executed at its limit price. 

Reporting Hours: 5 hours per project. 

Number of Responses: 300 per year. 

Federal Cost: $66,000 per year. 

Authority for Information Collection: 

Sections 231, 234 (b), and (c) of the 

Foreign Assistance Act of 1961, as 

amended. 

Abstract (Needs and Uses): The OPIC 

129 form is the principal document 

used by OPIC to determine the 

investor’s and project’s eligibility, assess 

the environmental impact and 

developmental effects of the project, 

measure the economic effects for the 

United States and the host country 

economy, and collect information for 

underwriting analysis. 

Dated: March 19, 2009. 

Genevieve Stubbs, 

Senior Administrative & FOIA Counsel, 

Department of Legal Affairs. 

[FR Doc. E9–6732 Filed 3–26–09; 8:45 am] 

BILLING CODE 3210–01–M 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59613; File No. SR–NYSE– 

2009–27] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by New York 

Stock Exchange LLC Amending NYSE 

Rule 124 To Execute the Odd-Lot 

Portion of a Part of a Round-Lot Order 

Pursuant to the Same Pricing 

Methodology Used for Odd-Lot Orders 

March 20, 2009. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that, on March 

11, 2009, New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. 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 amend 

NYSE Rule 124 (Odd-Lot Orders) to 

execute the odd-lot portion of a part of 

a round-lot (‘‘PRL’’) order pursuant to 

the same pricing methodology used for 

odd-lot orders. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

New York Stock Exchange LLC 

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

to amend Exchange Rule 124 (Odd-Lot 

Orders) to execute the odd-lot portion of 

a part of a round-lot (‘‘PRL’’) order 

pursuant to the same pricing 

methodology used for odd-lot orders.4

The Exchange notes that parallel 

changes are proposed to be made to the 

rules of the NYSE Alternext Exchange 

(formerly the American Stock 

Exchange).5

Background 

Currently, odd-lot orders on the 

Exchange are processed in a separate 

system on the Exchange from the 

Exchange systems that execute roundlot orders. Odd-lots are executed 

systemically by Exchange systems 

designated solely for odd-lot orders (the 

‘‘Odd-lot System’’).6 The odd-lot System 

executes all odd-lot orders against the 

DMM as the contra party.7

Pursuant to NYSE Rule 124(c), after 

odd-lot market orders and marketable 

odd-lot limit orders are received by the 

Odd-lot System, they are automatically 

executed at the price of the next roundlot transaction in the subject security on 

the Exchange. Specifically, marketable 

odd-lot orders and marketable odd-lot 

limit orders are executed in time 

priority of receipt at the price of the 

next round-lot transaction, pursuant to 

the net process described in footnote 6 

[sic]. The imbalance of marketable oddlot orders that do not receive an 

execution as a result of the netting 

provision are executed in time priority 

of receipt at the price of the NBBO, 

subject to a volume limitation.8 Any 

imbalances of odd-lot limit orders that 

were non-marketable upon receipt that 

subsequently become marketable 

receive an execution at their limit 

price.9 Marketable odd-lot orders which 

would otherwise receive a partial 

execution pursuant to the volume 

limitation are executed in full.10

Any marketable odd-lot orders that do 

not receive an execution because of the 

volume limitation are executed, in time 

priority of receipt at the price of the 

next round-lot transaction, following 

pricing and execution procedures 

described above. Marketable odd-lot 

orders (including odd-lot limit orders 

that were non-marketable upon receipt 

and subsequently become marketable) 

that remain unexecuted within 30 

seconds of receipt will be executed, in 

time priority of receipt, at the price of 

the NBBO (or at its limit price if the 

order is a non-marketable odd-lot limit 

order upon receipt that has become 

marketable). These orders are also 

subject to the volume limitation. 

Marketable odd-lot orders and nonmarketable odd-lot limit orders that 

have become marketable and remain 

unexecuted prior to the close of trading 

shall be executed, in time priority of 

receipt at the price of the closing 

transaction, subject to the netting 

provision and a volume restriction 

mstockstill on PROD1PC66 with NOTICES

Federal Register / Vol. 74, No. 58 / Friday, March 27, 2009 / Notices 13487 

11See NYSE Rule 124.40. 12See Securities Exchange Act No. 56551 

(September 27, 2007), 73 FR 56415 (October 3, 

2007)(SR–NYSE–2007–82); See also Securities 

Exchange Act No. 49536 (April 7, 2004), 69 FR 

19890, 19893 (April 14, 2004) (SR–NYSE–2003–37); 

Securities Exchange Act No. 49745 (May 20, 2004), 

69 FR 29998 (May, 26, 2004) (SR–NYSE–2003–37). 13See Securities Exchange Act Release No. 58184 

(July 17, 2008), 73 FR 42853 (July 23, 2008) (SR– 

NYSE–2008–46). (One of the key changes was 

enhancing the Exchange’s technology.) 

14This example assumes that the odd-lot portion 

of the PRL had priority of execution in the Odd-lot 

system because its original order entry time was 

12:00:00. 

which is not to exceed the size of the 

closing transaction. 

The round-lot portion of a PRL is 

executed in the Exchange’s round-lot 

system and the odd-lot portion is 

executed in the Odd-lot System only if 

no round-lot portion of the initial PRL 

order is cancelled.11 Where more than 

one round-lot transaction is required to 

effect the complete execution of the 

round-lot portion of a PRL, the odd lot 

portion is executed only if the entire 

round-lot portion(s) of the PRL order as 

received by the Exchange is executed. 

Thereafter, the odd-lot portion is 

executed at the same price as the last 

round-lot transaction that is needed to 

completely execute all round-lot 

portions of the PRL. 

Example 

An order to sell 399 shares of security 

XYZ is received by Exchange systems at 

12:00:00. The 99 share portion of the 

order is eligible for execution only after 

the 300 share portion of the PRL order 

is sold. See table below. 

Time of execution Number of 

shares 

Price of execution Customer receives 

12:00:01 ........................................... 100 $30.22 Report of Execution 100 shares at a price of $30.22. 

12:01:00 ........................................... 100 30.21 Report of Execution 100 shares at a price of $30.22. 

12:01:47 ........................................... 100 30.22 Report of Execution 199 shares at a price of $30.22. 

12:01:47 ........................................... 99 30.22 

Proposed Amendment to Partial Round 

Lot Pricing 

The Exchange believes that the most 

appropriate way to execute odd-lot 

orders is to represent them in the roundlot auction market where they would 

interact with all other market interest 

and be priced in accordance with 

supply and demand dynamics. The 

Exchange is committed to the goal of 

integrating odd-lots into the round-lot 

market; however, the technical changes 

required to offer its customers the speed 

of electronic trading while preserving 

the benefits of having human-moderated 

trading did not afford the Exchange the 

ability to modify its systems to integrate 

odd-lots in the round-lot market. 

The pricing methodology of Exchange 

Rule 124 has been amended as an 

interim measure to accommodate the 

pricing and execution of odd-lot orders 

in a manner based on the prevailing 

market.12 More recently in 2007, when 

the Exchange modified its odd-lot 

pricing, Exchange systems were unable 

to execute the odd-lot portions of PRL 

orders consistent with odd-lot orders 

that do not contain a round-lot 

component. Specifically, in order to 

price the odd-lot portion of a PRL order 

pursuant to NYSE Rule 124, Exchange 

legacy systems responsible for 

sequencing order execution needed, but 

were unable to handle a number of 

variables necessary to track the odd-lot 

portion of a PRL order in the event a 

customer sought to cancel or replace his 

or her PRL. This systemic impediment 

required the Exchange to handle the 

execution of the odd-lot portion of a 

PRL differently from other odd-lot 

orders to ensure that customers were 

able to efficiently execute their PRL 

orders and receive timely information 

about the orders’ status. Today, 

significant upgrades to the Exchange’s 

technology 13 now make it possible for 

Exchange systems to price all odd-lot 

orders consistent with the provisions 

NYSE Rule 124(c) and (d). 

The Exchange therefore proposes to 

amend NYSE Rule 124.40 to allow the 

odd-lot portion of PRLs to be executed 

in the Odd-lot System pursuant to the 

pricing provisions of NYSE Rule 124. 

The Exchange will continue to execute 

the odd-lot component of a PRL only if 

the entire round-lot portion(s) of the 

order as received by Exchange system is 

executed. The odd-lot portion of the 

PRL will retain the time stamp of its 

original entry as a PRL and would be 

sequenced for execution based on its 

initial entry time. Once all round lot 

components of the PRL are fully 

executed, the odd-lot portion of the 

order will be executed at a price 

consistent with other odd-lot orders 

subject to the provisions of NYSE Rule 

124(c) and (d). 

Example 

A marketable order to sell 399 shares 

of security XYZ is received by Exchange 

systems at 12:00:00. The 99 share 

portion of the order is eligible for 

execution only after the 300 share 

portion of the PRL order is sold. See 

table below.14

Time of execution Number of 

shares 

Price of execution Customer receives 

12:00:01 ........................................... 100 $30.22 Report of Execution 100 shares at a price of $30.22. 

12:01:00 ........................................... 100 30.21 Report of Execution 100 shares at a price of $30.21. 

12:01:47 ........................................... 100 30.22 Report of Execution 100 shares at a price of $30.22. 

12:01:48 ........................................... 99 30.23 Report of Execution 99 shares at a price of $30.23. 

The Exchange proposed amendment 

to NYSE Rule 124.40, will ensure that 

all odd-lots executed on the Exchange 

receive consistent pricing regardless of 

whether the order is received as an oddlot order or a PRL. 

The Exchange will commence 

implementation of the proposed 

systemic change to execute the odd-lot 

portion of a PRL order pursuant to the 

same pricing methodology used for oddlot orders on or about March 16, 2009. 

The Exchange intends to progressively 

implement this systemic change for 

PRLs on a security by security basis as 

it gains experience with the new 

technology until it is operative in all 

securities traded on the Floor. During 

the implementation, the Exchange will 

identify on its Web site which securities 

mstockstill on PROD1PC66 with NOTICES

13488 Federal Register / Vol. 74, No. 58 / Friday, March 27, 2009 / Notices 

15 15 U.S.C. 78f(b)(5). 

16 15 U.S.C. 78s(b)(3)(A). 

17 17 CFR 240.19b–4(f)(5). 

18 17 CFR 200.30–3(a)(12). 

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

have been transitioned to the new 

system. 

2. Statutory Basis 

The basis under the Act for this 

proposed rule change is the requirement 

under Section 6(b)(5) 15 that an 

Exchange have rules that are designed to 

promote just and equitable principles of 

trade, to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system and, in general, to protect 

investors and the public interest. The 

instant proposal is in keeping with these 

principles in that it seeks to price the 

execution of all odd-lot orders pursuant 

to one pricing methodology now that 

the Exchange systemic impediments to 

the implementation of one pricing 

methodology are removed. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

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 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The proposed rule change is filed 

pursuant to paragraph (A) of Section 

19(b)(3) 16 and Rule 19b–4(f)(5).17 This 

proposed rule change effects a change in 

an existing order entry or trading system 

of a self-regulatory organization that: (A) 

Does not significantly affect the 

protection of investors or the public 

interest; (B) does not impose any 

significant burden on competition; and 

(C) does not have the effect of limiting 

the access to or availability of the 

system. The proposed filing does not in 

any way limit access to the Exchange’s 

odd-lot system; rather, the changes are 

the result of technological 

advancements which remove the 

systemic impediments that previously 

restricted the Exchange’s ability to 

execute all odd-lots pursuant to a the 

same pricing methodology. In so far as, 

the proposal ensures that all odd-lot 

orders are priced in the same manner, 

it promotes the protection of investors 

and serves the public interest without 

imposing a significant burden on 

competition. 

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–NYSE–2009–27 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–NYSE–2009–27. 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–NYSE–2009–27 and should 

be submitted on or before April 17, 

2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–6828 Filed 3–26–09; 8:45 am] 

BILLING CODE 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59612; File No. SR–DTC– 

2009–06] 

Self-Regulatory Organizations; The 

Depository Trust Company; Notice of 

Filing and Order Granting Accelerated 

Approval of a Proposed Rule Change 

To Amend Certificate of Incorporation 

To Increase Preferred Shares Issuance 

March 20, 2009. 

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

Securities Exchange Act of 1934 

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

February 27, 2009, The Depository Trust 

Company (‘‘DTC’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) and on March 10, 2009, 

amended the proposed rule change as 

described in Items I and II below, which 

items have been prepared primarily by 

DTC. The Commission is publishing this 

notice and order to solicit comments on 

the proposed rule change and to grant 

accelerated approval of the proposal. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

DTC is seeking to amend its 

Certificate of Incorporation to provide 

for the issuance of an additional 250,000 

shares of DTC Series A Preferred Stock. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

DTC 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. DTC has prepared 

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

mstockstill on PROD1PC66 with NOTICES