Federal Register / Vol. 75, No. 25 / Monday, February 8, 2010 / Notices 6229 

1 15 U.S.C. 78k–1. 

2 17 CFR 242.608. 

3Each participant executed the proposed 

amendment. The Participants are: BATS Exchange, 

Inc.; Chicago Board Options Exchange, 

Incorporated; Chicago Stock Exchange, Inc.; 

Financial Industry Regulatory Authority, Inc.; 

International Securities Exchange LLC; NASDAQ 

OMX BX, Inc.; NASDAQ OMX PHLX, Inc.; The 

NASDAQ Stock Market LLC; National Stock 

Exchange, Inc.; New York Stock Exchange LLC; 

NYSE Amex, Inc.; and NYSE Arca, Inc. 

4On January 13, 2010, the CTA filed a revised 

transmittal letter indicating, among other technical 

changes, that the Participants also proposed to 

make changes in the names and addresses of certain 

Participants (‘‘Transmittal Letter’’). 5See Securities Exchange Act Release Nos. 10787 

(May 10, 1974), 39 FR 17799 (May 20, 1974) 

(declaring the CTA Plan effective); 15009 (July 28, 

1978), 43 FR 34851 (August 7, 1978) (temporarily 

authorizing the CQ Plan); and 16518 (January 22, 

1980), 45 FR 6521 (January 28, 1980) (permanently 

authorizing the CQ Plan). The most recent 

restatement of both Plans was in 1995. The CTA 

Plan, pursuant to which markets collect and 

disseminate last sale price information for nonNASDAQ listed securities, is a ‘‘transaction 

reporting plan’’ under Rule 601 under the Act, 17 

CFR 242.601, and a ‘‘national market system plan’’ 

under Rule 608 under the Act, 17 CFR 242.608. The 

CQ Plan, pursuant to which markets collect and 

disseminate bid/ask quotation information for listed 

securities, is also a ‘‘national market system plan’’ 

under Rule 608 under the Act, 17 CFR 242.608. 

the following persons: (i) Desk Officer 

for the Securities and Exchange 

Commission, Office of Information and 

Regulatory Affairs, Office of 

Management and Budget, Room 10102, 

New Executive Office Building, 

Washington, DC 20503 or send an email to Shagufta_Ahmed@omb.eop.gov; 

and (ii) Charles Boucher, Director/CIO, 

Securities and Exchange Commission, 

C/O Shirley Martinson 6432 General 

Green Way, Alexandria, VA 22312; or 

send an e-mail to: 

PRA_Mailbox@sec.gov. Comments must 

be submitted to OMB within 30 days of 

this notice. 

Dated: February 1, 2010. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–2635 Filed 2–5–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Submission for OMB Review; 

Comment Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of Investor 

Education and Advocacy, 

Washington, DC 20549–0213. 

Extension: 

Form F–8; OMB Control No. 3235–0378; 

SEC File No. 270–332. 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget this 

request for extension of the previously 

approved collection of information 

discussed below. 

Form F–8 (17 CFR 239.38) may be 

used to register securities of certain 

Canadian issuers under the Securities 

Act of 1933 (15 U.S.C. 77a et seq.) that 

will be used in an exchange offer or 

business combination. The information 

collected is intended to ensure that the 

information required to be filed by the 

Commission permits verification of 

compliance with securities law 

requirements and assures the public 

availability of such information. The 

information provided is mandatory and 

all information is made available to the 

public upon request. Form F–8 takes 

approximately one hour per response to 

prepare and is filed by approximately 10 

respondents. We estimate that 25% of 

one hour per response (15 minutes) is 

prepared by the company for a total 

annual reporting burden of 3 hours (15 

minutes/60 minutes per response × 10 

responses = 2.5 hours rounded to 3 

hours). 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Written comments regarding the 

above information should be directed to 

the following persons: (i) Desk Officer 

for the Securities and Exchange 

Commission, Office of Information and 

Regulatory Affairs, Office of 

Management and Budget, Room 10102, 

New Executive Office Building, 

Washington, DC 20503 or send an email to: Shagufta_Ahmed@omb.eop.gov; 

and (ii) Charles Boucher, Director/CIO, 

Securities and Exchange Commission, 

C/O Shirley Martinson, 6432 General 

Green Way, Alexandria, Virginia 22312; 

or send an e-mail to 

PRA_Mailbox@sec.gov. Comments must 

be submitted to OMB within 30 days of 

this notice. 

Dated: February 1, 2010. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–2634 Filed 2–5–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61457; File No. SR–CTA/ 

CQ–2009–03] 

Consolidated Tape Association; Notice 

of Filing of the Fifteenth Substantive 

Amendment to the Second 

Restatement of the Consolidated Tape 

Association Plan and Eleventh 

Substantive Amendment to the 

Restated Consolidated Quotation Plan 

February 1, 2010. 

Pursuant to Section 11A of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 608 thereunder,2

notice is hereby given that on November 

2, 2009, the Consolidated Tape 

Association (‘‘CTA’’) Plan and 

Consolidated Quotation (‘‘CQ’’) Plan 

participants (‘‘Participants’’) 3 filed with 

the Securities and Exchange 

Commission (‘‘Commission’’) a 

proposal 4 to amend the Second 

Restatement of the CTA Plan and 

Restated CQ Plan (collectively, the 

‘‘Plans’’).5 The proposal represents the 

fifteenth substantive amendment to the 

CTA Plan (‘‘Fifteenth Amendment to the 

CTA Plan’’) and the eleventh substantive 

amendment to the CQ Plan (‘‘Eleventh 

Amendment to the CQ Plan’’), and 

reflects changes unanimously adopted 

by the Participants. The Fifteenth 

Amendment to the CTA Plan and the 

Eleventh Amendment to the CQ Plan 

(‘‘Amendments’’) would amend the 

Plans to provide that the Participants 

pay the Network B Administrator a 

fixed annual fee in exchange for its 

performance of Network B administrator 

functions under the Plans. In addition, 

the Amendments seek to accommodate 

recent changes in names and addresses 

of certain Participants. The Commission 

is publishing this notice to solicit 

comments from interested persons on 

the proposed Amendments. 

I. Rule 608(a) 

A. Description and Purpose of the 

Amendments 

Network Administrator Fees under the 

Plans. Section XII (‘‘Financial Matters’’) 

of the CTA and Section IX (‘‘Financial 

Matters’’) of the CQ Plan each provides 

that a network’s Operating Expenses are 

to be deducted from the network’s Gross 

Income in determining the amounts that 

the network’s administrator distributes 

to the Participants. Section XII(c)(i) 

(‘‘Determination of Operating Expenses’’) 

of the CTA Plan currently provides that 

a CTA network’s Operating Expenses 

include all costs and expenses 

‘‘associated with, relating to, or resulting 

from, the generation, consolidation or 

dissemination of the CTA’s network’s 

last sale price information.’’ Likewise, 

Section IX(c)(i) (‘‘Determination of 

Operating Expenses’’) of the CQ Plan 

currently provide that a network’s 

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6230 Federal Register / Vol. 75, No. 25 / Monday, February 8, 2010 / Notices 

6The Commission notes that the Transmittal 

Letter accompanying the proposed Amendments 

included language not voted on by the Participants 

and thus not included in the proposed 

Amendments: ‘‘Network B Administrator will not 

incur any extraordinary expense on behalf of the 

Network B Participants unless the Network B 

Participants determine by majority vote to approve 

the incurrence of that extraordinary expense.’’ This 

language is not part of the proposed Amendments. 

Operating Expenses include all costs 

and expenses that the network’s 

administrator incurs in ‘‘collecting, 

processing and making available that 

CQ network’s quotation information.’’ 

Proposed Revision. The Network B 

Administrator has noted that accounting 

for operating costs is administratively 

burdensome, especially the allocation of 

organization overhead costs to the 

Network B Administrator function. As a 

result, the Network B Participants have 

determined that paying the Network B 

Administrator a fixed fee in exchange 

for its Network B administrative 

services would be more efficient. 

Therefore, the Participants propose to 

replace their payment to the Network B 

Administrator of Operating Costs with 

their payment to the Network B 

Administrator of a fixed fee. (The 

Network A Administrator similarly 

receives a fixed fee for its performance 

of administrative functions under the 

CTA and CQ Plans and the Participants 

understand that Nasdaq receives a fixed 

fee for its performance of administrative 

functions under the ‘‘Joint SelfRegulatory Organization Plan Governing 

the Collection, Consolidation and 

Dissemination of Quotation and 

Transaction Information for NasdaqListed Securities Traded on Exchanges 

on an Unlisted Trading Privileges 

Basis.’’) 

For calendar year 2009, the Network 

B Participants propose to set the fixed 

fee at $3,000,000. This amount will 

compensate the Network B 

Administrator for its Network B 

Administrative services during 2009 

under both the CTA Plan and the CQ 

Plan. 

Annual Increase. For each subsequent 

calendar year, the Network B 

Participants propose to increase (but not 

decrease) the amount of the payment by 

the percentage increase (if any) in the 

annual cost-of-living adjustment that the 

U.S. Social Security Administration 

applies to Supplemental Security 

Income for the calendar year preceding 

that subsequent calendar year, subject to 

a maximum annual increase of five 

percent. For example, if the Social 

Security Administration’s cost of living 

adjustment for Supplemental Security 

Income were to be three percent for 

calendar year 2010, then the 

Participants’ fixed payment to the 

Network B Administrator for 2010 

would increase by three percent to 

$3,090,000. 

Biannual Review. To assure that the 

fixed fee bears some relationship to the 

costs that the Network B Administrator 

incurs in providing Network B 

administrative services, the Network B 

Administrator will provide a report 

every two years that highlights any 

significant changes to CTA Network B 

and CQ Network B administrative 

expenses during the preceding two 

years. The Participants will review the 

report and determine by majority vote 

whether to continue to pay the fixed fee 

at its then current level or to adjust the 

fee in some manner. 

Payment of the Fee. In order to pay 

the fee to the Network B Administrator, 

the Participants authorize the Network 

B Administrator to deduct, on a 

quarterly basis, one-quarter of that 

calendar year’s fixed payment from the 

aggregate of CTA Network B Gross 

Income and CQ Network B Gross 

Income before determining that 

quarter’s Net Income under the CTA 

Plan and the CQ Plan. 

If any Participant’s share of Net 

Income for CTA Network B and CQ 

Network B for any calendar year is less 

than its pro rata share of the annual 

fixed payment for that year, the 

Participant shall be responsible for the 

difference. 

Extraordinary Expenses. The 

Participants’ payment of the fixed fee 

will compensate the Network B 

Administrator for all ordinary and 

customary operating expenses that it 

incurs in performing the network 

administrator functions under the CTA 

and CQ Plans. However, it does not 

compensate the Network B 

Administrator for extraordinary 

expenses that the Network B 

Administrator may incur on behalf of 

the Network B Participants. 

Extraordinary expenses include such 

things as that portion of legal and audit 

expenses and marketing and consulting 

fees that are outside of the ordinary 

functions that the Network B 

Administrator performs. For example, 

extraordinary expenses would include 

such costs as legal fees related to 

prosecution of a legal proceeding 

against a vendor that fails to pay 

applicable charges and fees relating to a 

marketing campaign that the 

Participants may determine to 

undertake to popularize stock trading.6

In addition, the Participants propose 

to amend the Plans to reflect changes in 

the corporate names and street 

addresses of NASDAQ OMX BX, Inc. 

(formerly Boston Stock Exchange, Inc.), 

NASDAQ OMX PHLX, Inc. (formerly 

Philadelphia Stock Exchange, Inc.) and 

NYSE Amex, Inc. (formerly American 

Stock Exchange LLC). They also propose 

to conform the language signifying the 

status of BATS Exchange, Inc. as a 

national securities exchange to the 

language used for the other Plan 

Participants 

The text of the proposed Amendments 

is available on the CTA’s Web site 

(http://www.nysedata.com/cta,) at the 

principal office of the CTA, and at the 

Commission’s Public Reference Room. 

B. Additional Information Required by 

Rule 608(a) 

1. Governing or Constituent Documents 

Not applicable. 

2. Implementation of the Amendments 

Upon Commission approval of the 

Amendments, the Participants intend to 

implement the fixed fee immediately in 

order to make it effective for the 2009 

calendar year. That is, for all of 2009, 

the Network B Participants would pay 

the Network B Administrator the fixed 

fee rather than operating costs. 

3. Development and Implementation 

Phases 

See Item I(B)(2) above. 

4. Analysis of Impact on Competition 

The amendment will impose no 

burden on competition. 

5. Written Understanding or Agreements 

Relating to Interpretation of, or 

Participation in, Plan 

The Participants have no written 

understandings or agreements relating 

to interpretation of the Plans as a result 

of the Amendments. 

6. Approval by Sponsors in Accordance 

with Plan 

In accordance with Section IV(b) of 

the CTA Plan and Section IV(c) of the 

CQ Plan, each of the Participants must 

execute a written amendment to the 

Plans before the Amendments can 

become effective. The Amendments are 

so executed. 

7. Description of Operation of Facility 

Contemplated by the Proposed 

Amendment 

a. Terms and Conditions of Access 

Not applicable. 

b. Method of Determination and 

Imposition, and Amount of, Fees and 

Charges 

Not applicable. 

c. Method of Frequency of Processor 

Evaluation 

Not applicable. 

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Federal Register / Vol. 75, No. 25 / Monday, February 8, 2010 / Notices 6231 

7 17 CFR 200.30–3(a)(27). 1Financial Reporting Release No. 70. 

d. Dispute Resolution 

Not applicable. 

II. Rule 601(a) 

A. Equity Securities for Which 

Transaction Reports Shall Be Required 

by the Plan 

Not applicable. 

B. Reporting Requirements 

Not applicable. 

C. Manner of Collecting, Processing, 

Sequencing, Making Available and 

Disseminating Last Sale Information 

Not applicable. 

D. Manner of Consolidation 

Not applicable. 

E. Standards and Methods Ensuring 

Promptness, Accuracy and 

Completeness of Transaction Reports 

Not applicable. 

F. Rules and Procedures Addressed to 

Fraudulent or Manipulative 

Dissemination 

Not applicable. 

G. Terms of Access to Transaction 

Reports 

Not applicable. 

H. Identification of Marketplace 

Execution 

Not applicable. 

III. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed 

Amendments are 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–CTA/CQ–2009–03 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–CTA/CQ–2009–03. 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 Amendments that 

are filed with the Commission, and all 

written communications relating to the 

Amendments 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 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 Amendments also will be 

available for inspection and copying at 

the principal office of the CTA. 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–CTA/CQ–2009–03 and 

should be submitted on or before March 

1, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–2586 Filed 2–5–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 9105; Release No. 61468] 

Securities Act of 1933; Securities 

Exchange Act of 1934; Order 

Regarding Review of FASB Accounting 

Support Fee for 2010 Under Section 

109 of the Sarbanes-Oxley Act of 2002 

February 2, 2010. 

The Sarbanes-Oxley Act of 2002 (the 

‘‘Act’’) provides that the Securities and 

Exchange Commission (the 

‘‘Commission’’) may recognize, as 

generally accepted for purposes of the 

securities laws, any accounting 

principles established by a standard 

setting body that meets certain criteria. 

Consequently, Section 109 of the Act 

provides that all of the budget of such 

a standard setting body shall be payable 

from an annual accounting support fee 

assessed and collected against each 

issuer, as may be necessary or 

appropriate to pay for the budget and 

provide for the expenses of the standard 

setting body, and to provide for an 

independent, stable source of funding, 

subject to review by the Commission. 

Under Section 109(f) of the Act, the 

amount of fees collected for a fiscal year 

shall not exceed the ‘‘recoverable budget 

expenses’’ of the standard setting body. 

Section 109(h) amends Section 13(b)(2) 

of the Securities Exchange Act of 1934 

to require issuers to pay the allocable 

share of a reasonable annual accounting 

support fee or fees, determined in 

accordance with Section 109 of the Act. 

On April 25, 2003, the Commission 

issued a policy statement concluding 

that the Financial Accounting Standards 

Board (‘‘FASB’’) and its parent 

organization, the Financial Accounting 

Foundation (‘‘FAF’’), satisfied the 

criteria for an accounting standard 

setting body under the Act, and 

recognizing the FASB’s financial 

accounting and reporting standards as 

‘‘generally accepted’’ under Section 108 

of the Act.1 As a consequence of that 

recognition, the Commission undertook 

a review of the FASB’s accounting 

support fee for calendar year 2010. In 

connection with its review, the 

Commission also reviewed the budget 

for the FAF and the FASB for calendar 

year 2010. 

Section 109 of the Act also provides 

that the standard setting body can have 

additional sources of revenue for its 

activities, such as earnings from sales of 

publications, provided that each 

additional source of revenue shall not 

jeopardize, in the judgment of the 

Commission, the actual or perceived 

independence of the standard setter. In 

this regard, the Commission also 

considered the interrelation of the 

operating budgets of the FAF, the FASB 

and the Governmental Accounting 

Standards Board (‘‘GASB’’), the FASB’s 

sister organization, which sets 

accounting standards used by state and 

local governmental entities. The 

Commission has been advised by the 

FAF that neither the FAF, the FASB nor 

the GASB accept contributions from the 

accounting profession. 

After its review, the Commission 

determined that the 2010 annual 

accounting support fee for the FASB is 

consistent with Section 109 of the Act. 

Accordingly, 

It is ordered, pursuant to Section 109 

of the Act, that the FASB may act in 

accordance with this determination of 

the Commission. 

WReier-Aviles on DSKGBLS3C1PROD with NOTICES