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), 

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Federal Register / Vol. 74, No. 58 / Friday, March 27, 2009 / Notices 13489 

2The Commission has modified the text of the 

summaries prepared by DTC. 

3This amendment was approved by the New 

York State Superintendent of Banks and was also 

the subject of a DTC rule filing approved by the 

Commission. Securities Exchange Act Release No. 

41529 (June 15, 1999), 64 FR 33333 (June 22, 1999) 

[File No. SR–DTC–99–08]. 

4Securities Exchange Release Nos. 43197 (August 

23, 2000), 65 FR 52459 (August 29, 2000) [File No. 

SR–DTC–00–02] and 54775 (November 17, 2006), 

71 FR 68662 (November 27, 2006) [File No. SR– 

DTC–2006–14]. 

5 DTC, as a depository institution, is subject to 

risk-based capital guidelines issued by the Board of 

Governors of the Federal Reserve. To be considered 

‘‘well capitalized’’ under these guidelines, DTC 

must maintain a Tier I Leverage Ratio of at least 3% 

and Tier I Risk Based Capital Ratio of at least 8%. 

The issuance of the additional Series A Preferred 

Stock will enable DTC to continue to meet these 

requirements. 

6The issuance of an additional 250,000 shares 

will increase the outstanding amount of Series A 

Preferred Stock to $150 million and reduce the 

mandatory cash portion of the Participants Fund 

deposit to $450 million, maintaining the total 

mandatory amount at $600 million. At the end of 

the first quarter of 2009, the total mandatory 

Participants Fund deposits will be increased to $1.3 

billion, as recently approved by the Commission. 

Securities Exchange Release No. 59148 (December 

23, 2008), 73 FR 62578 (October 14, 2008) [File No. 

SR–DTC–2008–12]. 

7 15 U.S.C. 78q–1. 

and (C) below, of the most significant 

aspects of these statements.2

(A) Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In 1999, DTC’s Certificate of 

Organization was amended (the ‘‘1999 

Amendment’’) to provide for the 

issuance of 1,500,000 shares of Preferred 

Stock, par value $100 per share.3 The 

1999 Amendment also provided that the 

Preferred Stock could be issued in one 

or more classes having such 

designations, relative rights, preferences 

or limitation as fixed by the Board of 

Directors of DTC at the time of issuance 

of any such Preferred Stock. 

DTC’s Organization Certificate has 

been amended twice thereafter to 

provide for the issuance of variable rate 

noncumulative nonvoting shares of 

Series A Preferred Stock, par value $100 

per shares, preferred over DTC’s 

common stock as to dividends and in 

the event of liquidation (the ‘‘Series A 

Preferred Stock’’). In each case, 

mandatory cash deposits to the 

Participants Fund were reduced and the 

proceeds of the reductions of the 

mandatory cash deposits were used to 

pay the purchase price of the shares. 

The first such amendment, filed in 

2000, provided for the issuance of 

750,000 shares of Series A Preferred 

Stock, and the second amendment, filed 

in 2006, provided for the issuance of an 

additional 500,000 shares of Series A 

Preferred Stock.4

DTC Participants are required to 

purchase and own shares of the Series 

A Preferred Stock in proportion to their 

use of DTC services. DTC treats the 

Series A Preferred Stock held by 

Participants substantially the same as 

the mandatory cash deposits made by 

Participants to the Participants Fund for 

purposes of collateralizing securities 

transactions, limiting net debit 

positions, implementing default 

procedures and allocating unrecovered 

losses. 

In order to further increase capital,5

DTC is proposing to amend its 

Certificate of Organization to provide for 

the issuance of an additional 250,000 

shares of Series A Preferred Stock, at the 

par value of $100 per share, and to 

further reduce mandatory cash deposits 

by a corresponding amount.6 The 

proceeds of the reductions of the 

mandatory cash deposits will be used to 

pay the purchase price of the shares, 

and all reductions and payments will be 

settled through the facilities of DTC 

with no action required on the part of 

any Participant. 

DTC believes that the proposed rule 

change is consistent with the 

requirements of Section 17A of the Act 7

and the rules and regulations 

thereunder applicable to DTC because it 

will not affect the safeguarding of funds 

or securities in DTC’s custody or control 

or for which it is responsible as it is 

merely a reallocation of the Participants 

Fund in order for DTC to increase its 

capital base while maintaining the same 

level of assets for use in the event of a 

Participant default. The proposed 

allocation will not impose any 

additional financial burden on DTC 

Participants. 

(B) Self-Regulatory Organization’s 

Statement on Burden on Competition 

DTC does not believe that the 

proposed rule change would have any 

impact or 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 relating to the 

proposed rule change have not been 

solicited or received. DTC will notify 

the Commission if it receives additional 

comments. 

III. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change, as amended, 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–DTC–2009–06 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–DTC–2009–06. 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 DTC and on 

DTC’s Web site at http://www.dtcc.com/ 

downloads/legal/rule_filings/2009/dtc/ 

2009–06.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–DTC– 

2009–06 and should be submitted on or 

before April 17, 2009. 

IV. Commission’s Findings and Order 

Granting Accelerated Approval of the 

Proposed Rule Change 

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 

mstockstill on PROD1PC66 with NOTICES

13490 Federal Register / Vol. 74, No. 58 / Friday, March 27, 2009 / Notices 

8 15 U.S.C. 78q–1(b)(3)(F). 

9 15 U.S.C. 78s(b)(2). 

10 In approving the proposed rule change, the 

Commission considered the proposal’s impact on 

efficiency, competition and capital formation. 15 

U.S.C. 78c(f). 

11 17 CFR 200.30–3(a)(12). 

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

2Securities Exchange Act Release No. 59387 

(February 11, 2009), 74 FR 7716. 

Section 17A(b)(3)(F).8 The Commission 

finds that the approval of DTC’s rule 

change is consistent with this section 

because it will not affect the 

safeguarding of funds or securities in 

DTC’s custody or control or for which 

it is responsible. 

DTC has requested that the 

Commission approve the proposed rule 

change prior to the thirtieth day after 

publication of the notice of the filing. 

The Commission finds good cause for 

approving the proposed rule change 

prior to the thirtieth day after the 

publication of notice because such 

approval will allow DTC to make the 

systems changes necessary to allocate to 

Participants these additional shares, 

along with the currently outstanding 

shares of Series A Preferred Stock, at the 

beginning of the second quarter of 2009 

in accordance with DTC’s Rule 4 

(Participants Fund and Participants 

Investment). 

V. Conclusion 

On the basis of the foregoing, the 

Commission finds the proposed rule 

change is consistent with the 

requirements of the Act, in particular 

Section 17A of the Act, and the rules 

and regulations thereunder. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,9 that the 

proposed rule change (File No. SR– 

DTC–2009–06), as amended, be and 

hereby is approved on an accelerated 

basis.10

For the Commission by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–6827 Filed 3–26–09; 8:45 am] 

BILLING CODE 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59618; File No. SR–DTC– 

2009–04] 

Self-Regulatory Organizations; The 

Depository Trust Company; Order 

Approving Proposed Rule Change To 

Implement and Revise Fees Related to 

Non-Participant Services 

March 23, 2009. 

I. Introduction 

On January 16, 2009, The Depository 

Trust Company (‘‘DTC’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) proposed rule change 

SR–DTC–2009–04 pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’).1 Notice of the proposal 

was published in the Federal Register 

on February 19, 2009.2 The Commission 

received no comment letters in response 

to the proposed rule change. For the 

reasons discussed below, the 

Commission is approving the proposed 

rule change. 

II. Description 

DTC is revising its fee schedule for 

Security Position Reports (‘‘SPRs’’). An 

SPR is a report prepared by DTC 

showing for an issuer whose securities 

are eligible for DTC’s book entry 

services (1) the identity of each DTC 

participant having that issuer’s 

securities credited to its participant 

account (i.e., ‘‘security position’’) as of 

a selected date and (2) the quantity of 

securities so credited. DTC also 

provides SPR information to trustees 

and other authorized third-party agents. 

These entities typically need SPR 

information in order to properly 

conduct proxy, record date, and voting 

rights-related functions. 

Several types of SPRs are available: 

(1) Weekly reports that show daily 

closing positions during that week; (2) 

monthly reports that show closing 

positions on the last business day of the 

month; (3) quarterly dividend record 

date reports that show closing positions 

on the dividend record date; and (4) 

special requests that show closing 

positions for the date specified. Weekly, 

monthly, and quarterly record date 

reports are available by annual 

subscription only. 

DTC charges a fee for each SPR and 

offers discounts for high volume SPR 

service users. 

Currently, the fees charged to issuers 

or trustees for SPRs are as follows: 

Report/item Fee 

Weekly Report (one-year minimum subscription required) $1950 per year for the first security issue. 

$575.00 per year for each additional security for the same issuer. 

Monthly Report (one-year minimum subscription required) $450.00 per year for the first security issue. 

$225.00 per year for each additional security for the same issuer. 

Dividend Record Date Report (one-year minimum subscription required).$150 per year. 

Special Requests ............................................................... $120.00 per report, per date request. 

Fax ..................................................................................... $25.00 additional per report charge when fax service is specifically requested. 

Spreadsheet ....................................................................... $25.00 additional per report charge when spreadsheet is specifically requested. 

Extra Copy ......................................................................... $25.00 additional fee for the reproduction of previously compiled SPR information. 

Fax, spreadsheet and extra copy 

charges are currently billed in addition 

to subscription and special request 

charges. DTC has proposed to improve 

processing efficiencies by eliminating 

the separate billing of fax, spreadsheet, 

and extra copy charges for weekly 

reports, monthly reports, and for 

dividend record date reports and by 

incorporating the cost of delivering 

those ‘‘additional’’ services into the 

subscription charge for the particular 

report ordered. Fees for special requests, 

including fax, spreadsheet, and extra 

copy charges will remain unchanged. 

The revised SPR fees being adopted 

by DTC are as follows: 

Report/item Fee 

Weekly Report (one-year minimum subscription required) $1950 per year for the first security issue, plus a one time charge of $1400 per additional copy/recipient for that security issue. 

mstockstill on PROD1PC66 with NOTICES