Federal Register / Vol. 75, No. 87 / Thursday, May 6, 2010 / Notices 25009 

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

10 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4 15 U.S.C. 78f(b). 

5 15 U.S.C. 78f(b)(4). 

6 15 U.S.C. 78s(b)(3)(A). 

7 17 CFR 240.19b–4(f)(2). 

IV. Conclusion 

It is therefore ordered, pursuant to 

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

proposed rule change (SR–NYSEArca– 

2010–15) be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–10595 Filed 5–5–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–62003; File No. SR– 

NYSEArca–2010–32] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Rule 

Change Amending Its Fee Schedule 

April 29, 2010. 

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 April 21, 

2010, NYSE Arca, Inc. (‘‘NYSE Arca’’ 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 self-regulatory 

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 its 

Schedule of Fees and Charges for 

Exchange Services (the ‘‘Schedule’’). 

Changes to the Schedule pursuant to 

this proposal will become operative on 

April 21, 2010. The text of the proposed 

rule change is available on the 

Exchange’s Web site at http:// 

www.nyse.com, at the Exchange’s 

principal office, on the Commission’s 

Web site at http://www.sec.gov and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to change the 

pricing for Mid-Point Passive Liquidity 

(‘‘MPL’’) Orders. Currently the rebate for 

MPL Orders that provide liquidity in 

Tape A and Tape C securities is $0.002 

per share, and the rebate for MPL Order 

that provide liquidity in Tape B 

securities is $0.001 per share. There is 

currently no fee for MPL Orders that 

remove liquidity across all Tapes. Under 

this proposal, MPL Orders will receive 

a rebate of $0.0010 per share for orders 

that provide liquidity and a fee of 

$0.0010 for orders that take liquidity in 

Tape A, Tape B, and Tape C securities. 

These changes apply to all pricing 

levels. 

The proposed changes to the 

Schedule are part of the Exchange’s 

continued effort to attract and enhance 

participation on the Exchange by 

offering attractive rates for removing 

liquidity and rebates for providing 

liquidity. The Exchange believes the 

proposed fees are reasonable and 

equitable in that they apply uniformly 

to all ETP Holders. The proposed 

changes will become operative on April 

21, 2010. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of Section 6 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),4 in general, and Section 6(b)(4) 

of the Act,5 in particular, in that it is 

designed to provide for the equitable 

allocation of reasonable dues, fees, and 

other charges among its members and 

other persons using its facilities. The 

proposed changes to the Schedule are 

part of the Exchange’s continued effort 

to attract and enhance participation on 

the Exchange by offering attractive rates 

for removing liquidity and rebates for 

providing liquidity to the Exchange. The 

proposed changes to the Schedule are 

reasonable and equitable in that they 

apply uniformly to all ETP Holders. 

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 foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) 6 of the Act and 

subparagraph (f)(2) of Rule 19b–4 7

thereunder, because it establishes a due, 

fee, or other charge imposed by NYSE 

Arca on its members. 

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–NYSEArca–2010–32 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

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25010 Federal Register / Vol. 75, No. 87 / Thursday, May 6, 2010 / Notices 

8 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78s(b)(3)(A)(iii). 

3 17 CFR 240.19b–4(f)(6). 

4Article Eighth, Paragraph B of the Restated 

Certificate of Incorporation of NASDAQ OMX and 

Section 11.3 of the By-Laws provides that proposed 

amendments to the By-Laws are to be reviewed by 

the Board of Directors of each regulatory subsidiary 

of NASDAQ OMX and under certain circumstances 

be filed with the Commission. 

5The Commission has modified the text of the 

summaries prepared by SCCP. 

6Securities Exchange Act Release No. 61876 

(April 8, 2010), 75 FR 19436 (April 14, 2010) (SR– 

NASDAQ–2010–025). 

7NASDAQ OMX also amended its Corporate 

Governance Guidelines to reflect the majority vote 

standard for uncontested director elections. 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2010–32. 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 Web site viewing and 

printing in the Commission’s Public 

Reference Section, 100 F Street, NE., 

Washington, DC 20549–1090 on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing will 

also be available for inspection and 

copying at NYSE Arca’s principal office 

and on its Internet Web site at http:// 

www.nyse.com. 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–2010–32 and should be 

submitted on or before May 27, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–10598 Filed 5–5–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–62010; File No. SR–SCCP– 

2010–01] 

Self-Regulatory Organizations; Stock 

Clearing Corporation of Philadelphia; 

Notice of Filing and Immediate 

Effectiveness of Proposed Rule 

Change Regarding Amendments to the 

By-Laws of The NASDAQ OMX Group, 

Inc. 

April 30, 2010. 

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

Securities Exchange Act of 1934 

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

April 9, 2010, the Stock Clearing 

Corporation of Philadelphia (‘‘SCCP’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change described in Items 

I, II, and III below, which items have 

been prepared primarily by SCCP. SCCP 

filed the proposal pursuant to Section 

19(b)(3)(A)(iii) of the Act 2 and Rule 

19b–4(f)(6) 3 thereunder so that the 

proposal was effective upon filing with 

the Commission. The Commission is 

publishing this notice to solicit 

comments on the rule change from 

interested parties. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

SCCP is filing the proposed rule 

change relating to amendments to the 

By-Laws of its parent corporation The 

NASDAQ OMX Group, Inc. (‘‘NASDAQ 

OMX’’).4

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

SCCP 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. SCCP has prepared 

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

and (C) below, of the most significant 

aspects of these statements.5

(A) Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

NASDAQ OMX has proposed making 

certain amendments to its By-Laws to 

make improvements in its governance. 

In SR–NASDAQ–2010–025, The 

NASDAQ Stock Market LLC (‘‘NASDAQ 

Exchange’’) sought and received 

Commission approval to adopt these ByLaws changes as part of the rules of 

NASDAQ Exchange.6 SCCP is now 

submitting this filing regarding these 

By-Law changes. The text of the changes 

to the By-Laws of NASDAQ OMX can be 

viewed at http:// 

nasdaqomxphlx.cchwallstreet.com/ 

NASDAQOMXPHLX/pdf/sccp-filings/ 

2010/SR–SCCP–2010–01.pdf. 

The NASDAQ OMX By-Laws 

previously provided that each director 

receiving a plurality of the votes at any 

election of directors at which a quorum 

was present was duly elected to the 

board of directors (‘‘Board’’). Under 

Corporate Governance Guidelines 

adopted by the Board, however, any 

director in an uncontested election who 

received a greater number of votes 

‘‘withheld’’ from his or her election than 

votes ‘‘for’’ such election was required to 

tender his or her resignation promptly 

following receipt of the certification of 

the stockholder vote. The NASDAQ 

OMX Nominating & Governance 

Committee (‘‘Nominating & Governance 

Committee’’) then considered the 

resignation offer and recommended to 

the Board whether or not to accept it. 

Within 90 days after the certification of 

the election results, the Board 

determined whether to accept or reject 

the resignation. Promptly thereafter, the 

Board announced its decision by means 

of a press release. In a contested election 

(i.e., where the number of nominees 

exceeded the number of directors to be 

elected), the unqualified plurality 

standard controlled. 

Uncontested Election: 

NASDAQ OMX recently amended its 

by-laws to adopt a majority vote 

standard. Specifically By-Law Article 

IV, Section 4.4 was amended to provide 

that in an uncontested election, 

directors shall be elected by holders of 

a majority of the votes cast at any 

meeting for the election of directors at 

which a quorum is present.7 Under the 

majority voting standard, a nominee 

mstockstill on DSKH9S0YB1PROD with NOTICES