[Federal Register Volume 78, Number 191 (Wednesday, October 2, 2013)]
[Rules and Regulations]
[Pages 60684-60686]
[FR Doc No: 2013-23914]

=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-9457; 34-70497; 39-2492; IC-30722]

Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

-----------------------------------------------------------------------

SUMMARY: The Securities and Exchange Commission (the Commission) is
adopting revisions to the Electronic Data Gathering, Analysis, and
Retrieval System (EDGAR) Filer Manual and related rules to reflect
updates to the EDGAR system. The revisions are being made primarily to
support updates to Form D and to submission form types 13F-HR and 13F-
HR/A. The EDGAR system is scheduled to be upgraded to support this
functionality on September 23, 2013.

DATES: Effective Date: October 2, 2013. The incorporation by reference
of the EDGAR Filer Manual is approved by the Director of the Federal
Register as of October 2, 2013.

FOR FURTHER INFORMATION CONTACT: In the Division of Corporation
Finance, for questions concerning Form D contact Heather Mackintosh at
(202) 551-3600; in the Division of Investment

Management, for questions concerning Form 13F contact Heather Fernandez
at<PHONE_NUMBER>; and in the Office of Information Technology, contact
Vanessa Anderson at<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: We are adopting an updated EDGAR Filer
Manual, Volume II. The Filer Manual describes the technical formatting
requirements for the preparation and submission of electronic filings
through the EDGAR system.\1\ It also describes the requirements for
filing using EDGARLink Online and the Online Forms/XML Web site.
---------------------------------------------------------------------------

    \1\ We originally adopted the Filer Manual on April 1, 1993,
with an effective date of April 26, 1993. Release No. 33-6986 (April
1, 1993) [58 FR 18638]. We implemented the most recent update to the
Filer Manual on July 25, 2013. See Release No. 33-9433 (July 31,
2013) [78 FR 46256].
---------------------------------------------------------------------------

    The revisions to the Filer Manual reflect changes within Volume II
entitled EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' Version 25
(September 2013). The updated manual will be incorporated by reference
into the Code of Federal Regulations.
    The Filer Manual contains all the technical specifications for
filers to submit filings using the EDGAR system. Filers must comply
with the applicable provisions of the Filer Manual in order to assure
the timely acceptance and processing of filings made in electronic
format.\2\ Filers may consult the Filer Manual in conjunction with our
rules governing mandated electronic filing when preparing documents for
electronic submission.\3\
---------------------------------------------------------------------------

    \2\ See Rule 301 of Regulation S-T (17 CFR 232.301).
    \3\ See Release No. 33-9433 in which we implemented EDGAR
Release 13.2. For additional history of Filer Manual rules, please
see the cites therein.
---------------------------------------------------------------------------

    The EDGAR system will be upgraded to Release 13.3 on September 23,
2013 and will introduce the following changes: Form D screens and
instructions will be updated for Item 6 to replace the reference to
``Rule 506'' with ``Rule 506(b)'' and ``Rule 506(c)'', and to replace
the reference to ``Securities Act Section 4(5)'' with ``Securities Act
Section 4(a)(5)'', as per Release No. 33-9415.\4\ Additionally, Form D
``Terms of Submission'' in the Signature and Submission screen will be
updated as per Release No. 33-9414.\5\
---------------------------------------------------------------------------

    \4\ See Release No. 33-9415 (September 23, 2013) [78 FR 44771].
    \5\ See Release No. 33-9414 (September 23, 2013) [78 FR 44729].
---------------------------------------------------------------------------

    Submission form types 13F-HR and 13F-HR/A will be updated to allow
a maximum of 16 digits in the Sole, Shared, and None columns in COLUMN
8 of the Information Table.
    Along with the adoption of the Filer Manual, we are amending Rule
301 of Regulation S-T to provide for the incorporation by reference
into the Code of Federal Regulations of today's revisions. This
incorporation by reference was approved by the Director of the Federal
Register in accordance with 5 U.S.C. 552(a) and 1 CFR part 51.
    You may obtain paper copies of the updated Filer Manual at the
following address: Public Reference Room, U.S. Securities and Exchange
Commission, 100 F Street, NE., Room 1543, Washington, DC 20549, on
official business days between the hours of 10:00 a.m. and 3:00 p.m. We
will post electronic format copies on the Commission's Web site; the
address for the Filer Manual is http://www.sec.gov/info/edgar.shtml.
    Since the Filer Manual and the corresponding rule changes relate
solely to agency procedures or practice, publication for notice and
comment is not required under the Administrative Procedure Act
(APA).\6\ It follows that the requirements of the Regulatory
Flexibility Act \7\ do not apply.
---------------------------------------------------------------------------

    \6\ 5 U.S.C. 553(b).
    \7\ 5 U.S.C. 601-612.
---------------------------------------------------------------------------

    The effective date for the updated Filer Manual and the rule
amendments is October 2, 2013. In accordance with the APA,\8\ we find
that there is good cause to establish an effective date less than 30
days after publication of these rules. The EDGAR system upgrade to
Release 13.3 is scheduled to become available on September 23, 2013.
The Commission believes that establishing an effective date less than
30 days after publication of these rules is necessary to coordinate the
effectiveness of the updated Filer Manual with the system upgrade.
---------------------------------------------------------------------------

    \8\ 5 U.S.C. 553(d)(3).
---------------------------------------------------------------------------

Statutory Basis

    We are adopting the amendments to Regulation S-T under Sections 6,
7, 8, 10, and 19(a) of the Securities Act of 1933,\9\ Sections 3, 12,
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\10\
Section 319 of the Trust Indenture Act of 1939,\11\ and Sections 8, 30,
31, and 38 of the Investment Company Act of 1940.\12\
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \10\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
    \11\ 15 U.S.C. 77sss.
    \12\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
---------------------------------------------------------------------------

List of Subjects in 17 CFR Part 232

    Incorporation by reference, Reporting and recordkeeping
requirements, Securities.

Text of the Amendment

    In accordance with the foregoing, Title 17, Chapter II of the Code
of Federal Regulations is amended as follows:

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS

0
1. The authority citation for Part 232 continues to read in part as
follows:

    Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29, 80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.
* * * * *

0
2. Section 232.301 is revised to read as follows:

Sec.  232.301  EDGAR Filer Manual.

    Filers must prepare electronic filings in the manner prescribed by
the EDGAR Filer Manual, promulgated by the Commission, which sets out
the technical formatting requirements for electronic submissions. The
requirements for becoming an EDGAR Filer and updating company data are
set forth in the EDGAR Filer Manual, Volume I: ``General Information,''
Version 15 (May 2013). The requirements for filing on EDGAR are set
forth in the updated EDGAR Filer Manual, Volume II: ``EDGAR Filing,''
Version 25 (September 2013). Additional provisions applicable to Form
N-SAR filers are set forth in the EDGAR Filer Manual, Volume III: ``N-
SAR Supplement,'' Version 2 (August 2011). All of these provisions have
been incorporated by reference into the Code of Federal Regulations,
which action was approved by the Director of the Federal Register in
accordance with 5 U.S.C. 552(a) and 1 CFR Part 51. You must comply with
these requirements in order for documents to be timely received and
accepted. You can obtain paper copies of the EDGAR Filer Manual from
the following address: Public Reference Room, U.S. Securities and
Exchange Commission, 100 F Street NE., Room 1543, Washington, DC 20549,
on official business days between the hours of 10:00 a.m. and 3:00 p.m.
Electronic copies are available on the Commission's Web site. The
address for the Filer Manual is http://www.sec.gov/info/edgar.shtml.
You can also inspect the document at the National Archives and Records
Administration (NARA). For information on the availability of this
material at NARA, call<PHONE_NUMBER>, or go to:http://www.archives.gov/
federal--register/

code--of--federal--regulations/ibr--locations.html.

    By the Commission.

    Dated: September 25, 2013.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-23914 Filed 10-1-13; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: April 29, 2009 (Volume 74, Number 81)]
[Notices]
[Page 19612-19614]
[DOCID:fr29ap09-147]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-59814; File No. SR-MSRB-2009-04]

Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing of Proposed Rule Change Relating to the
Voluntary Submission of Continuing Disclosure Documents to Its Upcoming
Continuing Disclosure Service of the Electronic Municipal Market Access
System (EMMA[supreg])

April 23, 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 April 14, 2009, the Municipal Securities Rulemaking Board (``MSRB'')
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 substantially prepared by the MSRB. The Commission is
publishing this notice to solicit comments on the proposed rule change
from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The MSRB has filed with the Commission a proposed rule change to
amend the continuing disclosure service of the MSRB's Electronic
Municipal Market Access system (``EMMA'') to accept, and to make
publicly available on the Internet, voluntary electronic submissions by
issuers, obligated persons and their agents of continuing disclosure
documents provided other than in connection with Exchange Act Rule
15c2-12. The MSRB has requested approval of the proposed rule change on
or prior to July 1, 2009.
    The text of the proposed rule change is available on the MSRB's Web
site (http://www.msrb.org/msrb1/sec.asp), at the MSRB's principal
office, 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 MSRB 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. The MSRB 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
    The Commission has previously approved the establishment of the
continuing disclosure service of EMMA, which will commence operation on
July 1, 2009.\3\ The EMMA continuing disclosure service will receive
electronic submissions of, and will make publicly available on the
Internet through the EMMA web portal,\4\ continuing disclosure
documents and related information from issuers, obligated persons and
their agents pursuant to continuing disclosure undertakings entered
into consistent with Exchange Act Rule 15c2-12. As approved, the EMMA
continuing disclosure service will accept submissions of (i) continuing
disclosure documents as described in Rule 15c2-12,\5\ and (ii) other
disclosure documents specified in continuing disclosure undertakings
but not specifically described in Rule 15c2-12.
---------------------------------------------------------------------------

    \3\ See Securities Exchange Act Release No. 59061 (December 5,
2008), 73 FR 75778 (December 12, 2008) (File No. SR-MSRB-2008-05)
(approving the continuing disclosure service of EMMA with an
effective date of July 1, 2009) (the ``EMMA continuing disclosure
service approval''). The EMMA continuing disclosure service is
designed to commence operation simultaneously with the effectiveness
of certain amendments to Exchange Act Rule 15c2-12 adopted by the
Commission. See Securities Exchange Act Release No. 59062 (December
5, 2008), 73 FR 76104 (December 15, 2008) (adopting amendments to
Exchange Act Rule 15c2-12). Approval of the proposed rule change on
or prior to July 1, 2009 would allow the permanent EMMA continuing
disclosure service to accept such voluntary disclosures upon
commencement of operations.
    \4\ The EMMA web portal is accessible at http://emma.msrb.org.
    \5\ Such items consist of: (A) Annual financial information
concerning obligated persons; (B) audited financial statements for
obligated persons if available and if not included in the annual
financial information; (C) notices of the following events, if
material: Principal and interest payment delinquencies, non-payment
related defaults, unscheduled draws on debt service reserves
reflecting financial difficulties, unscheduled draws on credit
enhancements reflecting financial difficulties, substitution of
credit or liquidity providers or their failure to perform, adverse
tax opinions or events affecting the tax-exempt status of the
security, modifications to rights of security holders, bond calls,
defeasances, release/substitution/sale of property securing
repayment of the securities, and rating changes; and (D) notices of
failures to provide annual financial information on or before the
date specified in the continuing disclosure undertaking.
---------------------------------------------------------------------------

    The proposed rule change would amend the EMMA continuing disclosure
service to accept submissions of, and to make publicly available
through the EMMA web portal, additional categories of continuing
disclosure documents voluntarily submitted by issuers, obligated
persons and their agents (``voluntary continuing disclosure
document''). The proposed rule change would not establish an obligation
upon any issuer or obligated person to make a submission of any
voluntary continuing disclosure document. Voluntary continuing
disclosure documents would be submitted, processed and disseminated in
the same manner as provided with respect to disclosures made to the
EMMA continuing disclosure service pursuant to continuing disclosure
undertakings entered into consistent with Rule 15c2-12. In particular,
such submissions would be accepted solely in electronic form as
portable document format (PDF) files accompanied by appropriate
indexing information.
    To facilitate organizing the submissions for easier access by the
public, the proposed rule change would establish a number of additional
categories in connection with voluntary continuing disclosure documents
which the EMMA continuing disclosure service would accept and for which

specific indexing information is to be provided to EMMA during the
submission process.\6\ These additional or voluntary categories would
be applicable both to submissions pursuant to continuing disclosure
undertakings of additional disclosure items beyond those items
specified under Rule 15c2-12, as previously approved in the EMMA
continuing disclosure service approval, and to continuing disclosures
submitted voluntarily from time to time at the election of the issuer
or obligated person pursuant to this proposed rule change (together
categorized as ``Additional/Voluntary Disclosures''). The categories of
Additional/Voluntary Disclosure would be as follows:
---------------------------------------------------------------------------

    \6\ These categories reflect types of additional information
that issuers or obligated persons have sometimes agreed to provide
in their continuing disclosure undertakings beyond those items
specified under Rule 15c2-12, as well as categories derived from
sources such as existing investor relations websites of municipal
issuers, recommended practices published by the Government Finance
Officers Association, recommended best practices published by the
National Federation of Municipal Analysts and suggestions from the
MSRB's investor and issuer advisory groups and other industry
participants.
---------------------------------------------------------------------------

Other Financial/Operating Data Disclosures
     Quarterly/monthly financial information
     Change in fiscal year/timing of annual disclosure
     Change in accounting standard
     Interim/additional financial information/operating data
     Budget
     Investment/debt/financial policy
     Material provided to rating agency or credit/liquidity
provider
     Consultant reports
     Other financial/operating data
Other Event-Based Disclosures
     Amendment to continuing disclosure undertaking
     Change in obligated person
     Notice to investors pursuant to bond documents
     Communication from the Internal Revenue Service
     Tender offer/secondary market purchases
     Bid for auction rate or other securities \7\
---------------------------------------------------------------------------

    \7\ This would include, but not be limited to, any notice
pursuant to the SEC no-action letter regarding municipal auction
rate securities dated March 14, 2008, available at http://
www.sec.gov/divisions/corpfin/cf-noaction/2008/mars031408.pdf.
---------------------------------------------------------------------------

     Capital or other financing plan
     Litigation/enforcement action
     Merger/consolidation/reorganization/insolvency/bankruptcy
     Change of trustee, tender agent, remarketing agent, or
other on-going party
     Derivative or other similar transaction
     Other event-based disclosures
    With respect to the submission process through EMMA, the various
categories of continuing disclosure would be organized to differentiate
between categories of items specified under Rule 15c2-12 and
Additional/Voluntary Disclosures.\8\ In most cases, submitters would be
able to index a single submitted document into multiple applicable
categories, including categories applicable to Rule 15c2-12 disclosures
and to Additional/Voluntary Disclosures. Over time, the MSRB may
combine two or more categories, may divide any category into two or
more new categories or subcategories, or may form additional categories
for purposes of indexing documents submitted in the ``other financial/
operating data'' or ``other event-based disclosures'' general category
as appropriate based on the types of documents received.
---------------------------------------------------------------------------

    \8\ EMMA would not differentiate between an Additional/Voluntary
Disclosure made pursuant to a continuing disclosure undertaking and
an Additional/Voluntary Disclosure made outside of a continuing
disclosure undertaking, and all categories of Additional/Voluntary
Disclosures would be available for either type of submission.
---------------------------------------------------------------------------

    The categories of Additional/Voluntary Disclosures would be for the
convenience of submitters and users of such documents and do not
represent the MSRB's opinion as to the appropriate items of disclosure
with respect to any specific municipal security. The availability of
such categories would not imply or create an obligation to make any
disclosures, and it would not be uncommon for one or many of the
categories to be inapplicable to any particular security. Further, the
nature of the specific documents submitted for a particular category
may vary widely. Only those categories for which submissions have been
made for a particular security would be displayed on the EMMA web
portal page for such security.\9\
---------------------------------------------------------------------------

    \9\ Thus, specific Rule 15c2-12 Disclosure and Additional/
Voluntary Disclosure category headings would not be displayed on the
EMMA web portal for a security or issue if there is no disclosure
document available from EMMA for such category.
---------------------------------------------------------------------------

2. Statutory Basis
    The MSRB has adopted the proposed rule change pursuant to Section
15B(b)(2)(C) of the Act,\10\ which provides that the MSRB's rules
shall:
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78o-4(b)(2)(C).

be designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in
regulating, clearing, settling, processing information with respect
to, and facilitating transactions in municipal securities, to remove
impediments to and perfect the mechanism of a free and open market
in municipal securities, and, in general, to protect investors and
---------------------------------------------------------------------------
the public interest.

    The EMMA continuing disclosure service, as amended by the proposed
rule change, would serve as an additional mechanism by which the MSRB
works toward removing impediments to and helping to perfect the
mechanisms of a free and open market in municipal securities, and would
serve to promote the statutory mandate of the MSRB to protect investors
and the public interest. The inclusion of voluntary continuing
disclosure documents in the EMMA continuing disclosure service would
further help make information useful for making investment decisions
more easily accessible to all participants in the municipal securities
market on an equal basis throughout the life of the securities. Broad
access to continuing disclosure documents through the EMMA continuing
disclosure service should assist in preventing fraudulent and
manipulative acts and practices by improving the opportunity for public
investors to access material information about issuers and their
securities. A single centralized and searchable venue for free public
access to disclosure information should promote a more fair and
efficient municipal securities market in which transactions are
effected on the basis of material information available to all parties
to such transactions, which should allow for fairer pricing of
transactions based on a more complete understanding of the terms of the
securities and the potential investment risks. Free access to this
information--previously generally available, if at all, through paid
subscription services or on a per-document fee basis--should reduce
transaction costs for dealers and investors.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The MSRB does not believe that the proposed rule change would
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. Documents and information
provided through the continuing disclosure service would be available
to all persons simultaneously. In addition to making the documents and
information available for free on the EMMA portal to all members of the
public, the MSRB would make such documents and information available by
subscription on an equal and non-

discriminatory basis without imposing restrictions on subscribers from,
or imposing additional charges on subscribers for, re-disseminating
such documents or otherwise offering value-added services and products
based on such documents on terms determined by each subscriber. In
particular, the MSRB believes that the proposed rule change will make
most voluntary continuing disclosure documents available for the first
time to a broader group of private information services and, therefore,
would promote, rather than hinder, further competition, growth and
innovation in this area. The MSRB believes that the benefits realized
by the investing public from the broader and easier availability of
disclosure information about municipal securities that would be
provided through the EMMA continuing disclosure service would justify
any potentially negative impact on existing enterprises from the
operation of EMMA.

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 on the
proposed rule change. However, in a notice published by the MSRB on
January 31, 2008, the MSRB described and sought comment on its plan for
implementing a continuing disclosure service that would be integrated
into other services to be offered through EMMA (the ``2008
Notice'').\11\ In particular, the MSRB stated its plan to institute the
continuing disclosure service to accept submissions of continuing
disclosure documents pursuant to continuing disclosure undertakings
consistent with Rule 15c2-12. In addition to making continuing
disclosures available at no cost through the EMMA portal, the MSRB
would make such disclosures available through a paid real-time data
stream subscription for re-dissemination or other use by subscribers.
One commentator asked whether periodic filings other than submissions
of annual financial information, such as quarterly or monthly financial
results, would be accepted.\12\ Another commentator stated that it
strongly believed that EMMA should be capable of housing all disclosure
documents, extending beyond those specifically required by Rule 15c2-
12, and could only support a system that allows access to other
pertinent information.\13\ The MSRB supports the dissemination of
additional continuing disclosures beyond the baseline established by
Rule 15c2-12 and is providing for such submission and dissemination in
this filing.
---------------------------------------------------------------------------

    \11\ See MSRB Notice 2008-05 (January 31, 2008). The comments
received on this notice are discussed in SR-MSRB-2008-05 (July 29,
2008). See also Securities Exchange Act Release No. 58256 (July 30,
2008) 73 FR 46161 (August 7, 2008) (File No. SR-MSRB-2008-05)
(proposing the establishment of the continuing disclosure service of
EMMA). Comments relating to voluntary filings of continuing
disclosure documents not contemplated under Exchange Act Rule 15c2-
12 are discussed herein.
    \12\ See letter from Robert Donovan and Stephen M. Fillebrown,
National Association of Health and Education Facilities Finance
Authorities, to Ernesto A. Lanza, Senior Associate General Counsel,
MSRB, dated March 3, 2008.
    \13\ See letter from\\ Rob Yolland, Chairman, National
Federation of Municipal Analysts, to Mr. Lanza, dated March 10,
2008.
---------------------------------------------------------------------------

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Within 35 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
    A. by order approve such proposed rule change, or
    B. institute proceedings to determine whether the proposed rule
change should be disapproved.

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<EMAIL_ADDRESS>Please include
File Number SR-MSRB-2009-04 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-MSRB-2009-04. 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 such filing also will be available for
inspection and copying at the principal office of the MSRB. 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-MSRB-2009-04 and should be
submitted on or before May 20, 2009.
---------------------------------------------------------------------------

    \14\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
Elizabeth M. Murphy,
Secretary.
[FR Doc. E9-9819 Filed 4-28-09; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register: April 3, 2006 (Volume 71, Number 63)]
[Notices]
[Page 16603-16604]
[DOCID:fr03ap06-84]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53556; File No. SR-NASD-2005-098]

Self-Regulatory Organizations; National Association of Securities
Dealers, Inc.; Order Approving Proposed Rule Change and Amendment No. 1
Thereto Relating to the Submission of SEC Rule 15c2-11 Information on
Non-Nasdaq Securities

March 27, 2006.
    On August 18, 2005, the National Association of Securities Dealers,
Inc. (``NASD'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission''), a proposed rule change to NASD Rule 6740
relating to the submission of SEC Rule 15c2-11 information on non-
Nasdaq securities pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'' or ``Exchange Act'') ;\1\ and Rule 19b-4
thereunder.\2\ On January 10, 2006, NASD submitted Amendment No. 1 to
the proposed rule change.\3\ The Commission published the proposed rule
change, as amended, for comment in the Federal Register on February 21,
2006.\4\ The Commission received no comments on the proposal.
---------------------------------------------------------------------------

    \1\ 5 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Amendment No. 1 made certain technical and clarifying
changes to the original rule filing of August 18, 2005 and
superseded and replaced the original rule filing in its entirety.
    \4\ See Securities Exchange Act Release No. 53276 (February 13,
2006), 71 FR 8875 (February 21, 2006).
---------------------------------------------------------------------------

    NASD Rule 6740 prohibits a member from initiating or resuming the
quotation of a non-Nasdaq security \5\ in a quotation medium unless the
member has demonstrated compliance with the requirements of SEC Rule
15c2-11 pertaining to the review and maintenance of specified
information about the security and issuer. To demonstrate compliance
with both NASD Rule 6740 and SEC Rule 15c2-11, a member must file with
NASD a Form 211, together with the information required under SEC Rule
15c2-11(a), at least three business days before the quotation is
published or displayed.
---------------------------------------------------------------------------

    \5\ For purposes of this rule, ``non-Nasdaq security'' is
defined in NASD Rule 6710(c) as ``any equity security that is
neither included in The Nasdaq Stock Market nor traded on any
national securities exchange.''
---------------------------------------------------------------------------

    The proposed rule change, as amended, relieves members of the
obligation to file with NASD copies of information that is
electronically accessible through the SEC's EDGAR system. Although
members will not be required to file the information with NASD, they
will nonetheless remain obligated under NASD Rule 6740 to review and
maintain information as required by SEC Rule 15c2-11. Further, where
copies of documents are not submitted to NASD because they are
available through EDGAR, members will continue to be required to
provide on the Form 211 the type and date of each report or statement,
as well as other information as may be requested by NASD relating to
each report or statement for the reporting issuer that the member
relied upon in satisfying its information review obligations under NASD
Rule 6740 and SEC Rule 15c2-11(a).\6\
---------------------------------------------------------------------------

    \6\ If information other than the type and date of the statement
or report is required to be submitted by members under this proposed
provision, NASD will provide notice of these additional requirements
in a Notice to Members.
---------------------------------------------------------------------------

    In addition, the proposed rule change, as amended, would except
members from the requirements of NASD Rule 6740 where the Commission
has granted an exemption to publish or submit any quotation under SEC
Rule 15c2-11(h). To the extent that the Commission's exemption is
subject to any terms and conditions, those same terms and conditions
would apply to the exclusion under NASD Rule 6740.
    Finally, the proposed rule change, as amended, replaces, as a
technical change, several references in NASD Rule 6740 to ``the
Association'' with the name ``NASD.''
    NASD has stated that the effective date of the proposed rule change
will be 30 days following publication of NASD's Notice to Members
announcing Commission approval, and the Commission believes that this
is reasonable.\7\
---------------------------------------------------------------------------

    \7\ NASD will announce the effective date of the proposed rule
change in a Notice to Members to be published no later than 60 days
following Commission approval.

---------------------------------------------------------------------------

    The Commission believes that the proposed rule change, as amended,
should harmonize NASD Rule 6740 and SEC Rule 15c2-11, so that members
are not required to review, maintain and file information under the
NASD rule when they are not required to review and maintain such
information under the SEC rule. NASD Rule 6740 seeks to ensure that
members are in compliance with SEC Rule 15c2-11. Therefore, where the
Commission has granted an exemption under Rule 15c2-11(h), it is
appropriate that the same treatment apply under NASD Rule 6740. The
Commission also believes that relieving members of the obligation to
file with NASD copies of information that is electronically accessible
through the EDGAR system will eliminate the administrative burden and
cost imposed on members in furnishing such information to NASD while
preserving the requirement that the members maintain and review
information as required by SEC Rule 15c2-11.
    For the above reasons, the Commission finds that the proposed rule
change, as amended, is consistent with the requirements of the Exchange
Act and the rules and regulations thereunder applicable to a national
securities association \8\ and, in particular, the requirements of
Section 15A of the Act \9\ and the rules and regulations thereunder.
The Commission finds specifically that the proposed rule change is
consistent with Sections 15A(b)(6) and 15A(b)(9) of the Exchange
Act.\10\
---------------------------------------------------------------------------

    \8\ In approving the proposed rule change, the Commission notes
that it has considered the proposed rule's impact on efficiency,
competition, and capital formation. See 15 U.S.C. 78c(f).
    \9\ 15 U.S.C. 78o-3.
    \10\ 15 U.S.C. 78o-3(b)(6) and (b)(9).
---------------------------------------------------------------------------

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Exchange Act,\11\ that the proposed rule change (SR-NASD 2005-098), as
amended, be, and hereby is, approved.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78s(b)(2).
    \12\ 12 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\12\
Nancy M. Morris,
Secretary.
[FR Doc. E6-4757 Filed 3-31-06; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register: August 23, 2006 (Volume 71, Number 163)]
[Notices]
[Page 49497-49498]
[DOCID:fr23au06-118]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-54325; No. SR-SCCP-2006-01]

 Self-Regulatory Organizations; Stock Clearing Corporation of
Philadelphia; Notice of Filing and Immediate Effectiveness of Proposed
Rule Change To Amend Its Value Fees for RIO Accounts and To Remove
Reference to Electronic Communications Networks From Its Fee Schedule

August 16, 2006.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on July 26, 2006, 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 proposed rule change
pursuant to Section 19(b)(3)(A)(ii) of the Act \2\ and Rule 19b-4(f)(2)
\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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \3\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The purpose of the rule change is to amend the current ``Value
Fees-Regional Interface Organization (``RIO'') Accounts'' \4\ from of
$0.05 per $1,000 of contract value to $0.0012 per share.\5\ SCCP also
proposes to update its fee schedule by removing references to
Electronic Communications Networks (``ECNs'').
---------------------------------------------------------------------------

    \4\ See SCCP Rules 1 and 10.
    \5\ The text of the proposed rule change is available at http://www.phlx.com/sccp/sccp_rules/sr-sccp-2006-01.pdf
.

---------------------------------------------------------------------------

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.\6\
---------------------------------------------------------------------------

    \6\ The Commission has modified the text of the summaries
prepared by SCCP.
---------------------------------------------------------------------------

(A) Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    First, SCCP believes changing the calculation of Value Fees for RIO
Accounts from a value-based system to a share-based system should make
it easier for a participant organization or a participant to calculate
current costs and to estimate future costs associated with these
transactions.
    Second, SCCP is removing reference to ECNs throughout its fee
schedule in order to update its fees to more accurately reflect the
fees it is currently imposing. Pursuant to previous rule filings, SCCP
waived certain fees and charges for SCCP participants for trades
executed on the Philadelphia Stock Exchange, Inc. for ECNs. Because
SCCP did not renew its pilot program of waiving these fees, the waivers
are no longer in effect.\7\
---------------------------------------------------------------------------

    \7\ Securities Exchange Act Release No. 51153 (February 8,
2005), 70 FR 7786 (February 15, 2005) (SR-SCCP-2005-01). The
Commission's temporary approval of SCCP's waiving certain fees
associated with ECN trades expired on January 23, 2006.
---------------------------------------------------------------------------

    SCCP believes the proposed rule change is consistent with Section
17A of the Act,\8\ as amended, because it clarifies and updates SCCP's
fee schedule. As such, it provides for the equitable allocation of fees
among its participants and aligns fees for services with the associated
cost to deliver the service.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78q-1.

---------------------------------------------------------------------------

(B) Self-Regulatory Organization's Statement on Burden on Competition

    SCCP does not believe that the proposed rule change would impose
any burden on competition 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

    Written comments were not and are not intended to be solicited with
respect to the proposed rule change, and none have been received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    The foregoing proposed rule change has become effective upon filing
pursuant to Section 19(b)(3)(A)(ii) of the Act \9\ and Rule 19b-4(f)(2)
\10\ thereunder because the rule establishes a due, fee, or other
charge. At any time within sixty 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.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \10\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

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<EMAIL_ADDRESS>Please include

File Number SR-SCCP-2006-01 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
    All submissions should refer to File Number SR-SCCP-2006-01. 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. Copies of such filings also will be
available for inspection and copying at the principal office of SCCP
and on SCCP's Web site at http://www.phlx.com/SCCP/memindex_sccpproposals.html.
 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-SCCP-2006-01 and should be submitted on or before September 13,
2006.

    For the Commission by the Division of Market Regulation,
pursuant to delegated authority.\11\
---------------------------------------------------------------------------

    \11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Nancy M. Morris,
Secretary.
[FR Doc. E6-13933 Filed 8-22-06; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register: March 17, 2008 (Volume 73, Number 52)]
[Notices]
[Page 14287-14288]
[DOCID:fr17mr08-108]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57458; File No. SR-CHX-2007-24]

Self-Regulatory Organizations; Chicago Stock Exchange, Inc.;
Notice of Filing of Amendment No. 2 and Order Granting Accelerated
Approval of a Proposed Rule Change, as Modified by Amendment Nos. 1 and
2 Thereto, Relating to the Handling of Clearly Erroneous Transactions

March 10, 2008.

I. Introduction

    On October 4, 2007, the Chicago Stock Exchange, Inc. (``CHX'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to amend Exchange Rules 10 and 11 of Article 20
regarding the handling of ``clearly erroneous'' and other transactions
and to make corresponding changes to Article 2, Rule 5. On January 7,
2008, the Exchange submitted Amendment No. 1 to the proposed rule
change. The proposed rule change, as amended by Amendment No. 1, was
published for comment in the Federal Register on January 18, 2008.\3\
The Commission received no comment letters on the proposal, as amended
by Amendment No. 1. On February 29, 2008, the Exchange submitted
Amendment No. 2 to the proposed rule change. This order provides notice
of Amendment No. 2 and approves the proposed rule change, as modified
by Amendments No. 1 and 2, on an accelerated basis.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Securities Exchange Act Release No. 57137 (January 14,
2008), 73 FR 3497.
---------------------------------------------------------------------------

II. Discussion

    Currently, CHX Article 20, Rules 10 and 11 allow the Exchange to
cancel a trade, or modify the terms of a trade, when its terms are
determined to be ``clearly erroneous'' or when other circumstances
(including a CHX systems problem) require that that action be taken for
the maintenance of a fair and orderly market or the protection of
investors and the public interest.\4\ As a result of the experience
gained through the operation of these rules, the Exchange now proposes
several changes to the rules' provisions.
---------------------------------------------------------------------------

    \4\ See CHX Rules, Article 20, Rule 10 (``Handling of Clearly
Erroneous Transactions'') and Rule 11 (``Systems Disruptions and
Malfunctions'').
---------------------------------------------------------------------------

    First, the Exchange seeks to amend Article 20, Rule 10 by
extending, from 15 to 30 minutes, the time for filing an initial
written request for review of a potentially ``clearly erroneous''
trade. As part of this change, the Exchange would eliminate the
requirement that a participant notify the Exchange by telephone of its
intent to seek review but would retain the requirement that the request
must be in writing.
    Second, the Exchange would establish in Article 20, Rule 10
specific thresholds for determining whether a transaction is eligible
for review under this rule. Under this proposal, a trade would be found
to be eligible for review if: (i) For a trade where the price per share
is less than $1.00, the execution price is 20% or more away from the
midpoint of the national best bid and offer (``NBBO''); or (ii) for a
trade where the price per share is equal to or greater than $1.00, the
execution price is 10% or more away from the midpoint of the NBBO.
    Third, the Exchange proposes to amend Article 20, Rule 10 to
eliminate one of the two levels of appeal that can be taken from an
initial Exchange determination that the terms of a trade should be
modified or that the trade should be cancelled. Under the current
Article 20, Rule 10, the Exchange's initial decision may be appealed to
a subcommittee of the Committee on Exchange Procedure and the
subcommittee's decision may be appealed, in turn, to the full Committee
on Exchange Procedure.\5\ The Exchange proposes to eliminate the appeal
to the full Committee. Thus, the decision of this subcommittee will be
the final Exchange action on the matter. The Exchange also proposes to
permit an appeal of an eligibility review under Article 20, Rule
10(b).\6\
---------------------------------------------------------------------------

    \5\ A subcommittee of the Committee on Exchange Procedure is
composed of members of the full Committee on Exchange Procedure. The
Exchange also proposed to made corresponding changes to Article 2,
Rule 5, relating to appellate rights arising from subcommittee
decisions, to confirm that the decision of the subcommittee is final
and that the Exchange's initial decision is not stayed pending any
appeal to the subcommittee. The Exchange also proposed changes to
Article 2, Rule 5, to ensure that this rule language is consistent
with the changes proposed in Article 20, Rule 10 and made other
minor adjustments to the rule text.
    \6\ See Amendment No. 2.
---------------------------------------------------------------------------

    Finally, the proposed change would amend Article 20, Rule 11 to
give the Exchange the discretion, in situations where it is acting on
its own initiative to respond to systems disruptions or extraordinary
market conditions or other circumstances, to determine that the number
of affected transactions is such that immediate finality is necessary
to maintain a fair and orderly market and to protect investors and the
public interest. The Exchange noted that this determination is intended
to provide certainty to participants whose transactions were affected
by decisions in these unusual situations.\7\
---------------------------------------------------------------------------

    \7\ The Exchange noted that other markets have included a
similar provision in their rules. See Nasdaq Rule 11890(c)(1); NYSE
Arca Rule 7.10(c)(2).
---------------------------------------------------------------------------

III. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning Amendment No. 2, including whether Amendment No. 2
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<EMAIL_ADDRESS>Please include
File Number SR-CHX-2007-24 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-CHX-2007-24. 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 such
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-CHX-2007-24 and should be submitted on or before April
7, 2008.

IV. Discussion and Findings

    The Commission finds that the proposed rule change is consistent
with the requirements of the Act and the rules and regulations
thereunder applicable to a national securities exchange \8\ and, in
particular, the requirements of Section 6(b) of the Act \9\ and the
rules and regulations thereunder. Specifically, the Commission finds
that the proposal is consistent with Section 6(b)(5) of the Act,\10\ in
that the proposal is designed to promote just and equitable principles
of trade, remove impediments to and perfect the mechanism of a free and
open market and a national market system, and, in general, protect
investors and the public interest.
---------------------------------------------------------------------------

    \8\ In approving this proposal, the Commission has considered
the proposed rule's impact on efficiency, competition, and capital
formation. 15 U.S.C. 78c(f).
    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Commission considers that in most circumstances trades that are
executed between parties should be honored. On rare occasions, the
price of the executed trade indicates a ``clearly erroneous''
transaction may exist, suggesting that it is unrealistic to expect that
the parties to the trade had come to a meeting of the minds regarding
the terms of the transaction. In the Commission's view, the
determination of whether a transaction is clearly erroneous and the
process for reviewing such a determination should be based on specific
and objective criteria and subject to specific and objective
procedures.
    The Commission believes that the thirty-minute time frame and the
thresholds for determining whether a transaction is eligible for review
are clear and objective. The Commission further believes that the
simplification of the notification process, the streamlining of the
appeals process, and the granting of discretion to the Exchange to
better deal with situations involving systems disruption or
extraordinary market conditions are appropriate and consistent with the
Act.
    Pursuant to Section 19(b)(2) of the Act,\11\ the Commission finds
good cause to approve the proposal, as amended, prior to the thirtieth
day after the amended proposal is published for comment in the Federal
Register. Amendment No. 2 merely clarifies that an eligibility
determination by the Exchange under Article 20, Rule 10 may be appealed
to a subcommittee of the Committee on Exchange Procedure. Accelerating
approval of the amended proposal would give parties affected by such a
determination the right to have the decision reviewed. Accordingly, the
Commission finds good cause to accelerate approval of the amended
proposal prior to the thirtieth day after publication in the Federal
Register.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\12\ that the proposed rule change (SR-CHX-2007-24), as modified by
Amendments No. 1 and 2, is hereby approved on an accelerated basis.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
---------------------------------------------------------------------------

    \13\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
[FR Doc. E8-5238 Filed 3-14-08; 8:45 am]

BILLING CODE 8011-01-P


[Federal Register: January 12, 2009 (Volume 74, Number 7)]
[Notices]
[Page 1266-1268]
[DOCID:fr12ja09-121]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-59199; File No. SR-DTC-2008-14]

Self-Regulatory Organizations; The Depository Trust Company;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Modify Existing Operational Arrangements

January 6, 2009.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on October 21, 2008, The
Depository Trust Company (``DTC'') 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 DTC. The Commission is publishing this notice to solicit comments on
the proposed rule change from interested parties.
---------------------------------------------------------------------------

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

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The purpose of the proposed rule change is to modify DTC's existing
Operational Arrangements (``OA'') necessary for a securities issue to
become and remain eligible for the services of DTC.

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), and (C) below, of the most significant aspects of these
statements.\2\
---------------------------------------------------------------------------

    \2\ The Commission has modified the text of the summaries
prepared by DTC.
---------------------------------------------------------------------------

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    DTC's OA was first published in June 1987.\3\ It was then updated
in June 1988, in February 1992, in December 1994, in January 1998, and
most recently in May 2002.\4\ DTC's OA is designed to maximize the
number of issues that can be made eligible while ensuring orderly
processing and timely payments to its participants. DTC's experience
demonstrates that when issuers, underwriters, and their counsel are
aware of DTC's requirements, those requirements can be met almost
without exception. The purpose of this rule change is not substantive
in nature in that it is merely an update to the OA in an attempt to
assemble relevant requirements, including requirements resulting from
Commission approval of prior DTC rule changes, in one place.
Additionally, some clerical changes, reorganization, and clarification
of language have been made in order to provide a concise and coherent
version of the OA.
---------------------------------------------------------------------------

    \3\ Securities Exchange Act Release No. 24818 (August 19, 1987),
52 FR 31833 (August 24, 1987) (File No. SR-DTC-87-10).
    \4\ Securities Exchange Act Release Nos. 25948 (July 27, 1988),
53 FR 29294 (August 3, 1988) (File No. SR-DTC-88-13); 30625 (April
30, 1992), 57 FR 18534 (April 30, 1992) (File No. SR-DTC-92-06);
35342 (February 8, 1995), 60 FR 8434 (February 14, 1995) (File No.
SR-DTC-94-19); 39894 (April 21, 1998), 63 FR 23310 (April 28, 1998)
(SR-DTC-97-23); and 45994 (May 29, 2002), 68 FR 35037 (June 11,
2003) (File No. SR-DTC-2002-02).
---------------------------------------------------------------------------

    The primary differences between the attached modified OA and the OA
filed with the Commission in 2002 are as follows:

    1. In an effort to update the OA and make it more comprehensive,
DTC has included a description of the following, all of which have
been previously approved by the Commission:
    (a) In 1988, the Commission approved a DTC rule filing related
to certificates of deposit.\5\ The OA has been updated to include a
section describing procedures unique to retail certificates of
deposit.
---------------------------------------------------------------------------

    \5\ Securities Exchange Act Release No. 25870 (May 7, 1988), 53
FR 25870 (May 12, 1988) (File No. SR-DTC-88-3).
---------------------------------------------------------------------------

    (b) In 1994, the Commission approved a DTC rule filing which
consisted of enhancements to the reorganization and deposit services
of DTC. The OA has been updated accordingly to specify that issuers'
agents are required to provide timely notification to DTC for
conversions with variable rate (cash and share) entitlements.\6\
    (c) In 1995, the Commission approved a DTC rule filing in which
DTC was designated as the ``appropriate qualified registered
securities depository'' to receive notices of transfer agent changes
pursuant to Rule 17Ad-16 of the Act.\7\ The OA has been updated to
reflect the procedures for notifying DTC of transfer agency
changes.\8\
---------------------------------------------------------------------------

    \6\ Securities Exchange Act Release No. 34189 (June 9, 1994), 59
FR 30818 (June 15, 1994) (File No. SR-DTC-94-06).
    \7\ 15 U.S.C. 78 et seq.
    \8\ Securities Exchange Act Release Act No. 35378 (February 15,
1995), 60 FR 9875 (February 22, 1995) (File No. SR-DTC-95-02).
---------------------------------------------------------------------------

    (d) In 1996, the Commission approved a DTC rule filing which
established procedures for the Direct Registration System
(``DRS'').\9\ DRS permits an investor to hold a security as the
registered owner of the security in electronic form on the books of
the issuer rather than (i) indirectly through a financial
intermediary that holds the security in street name; or (ii) in the
form of a certificate. The OA has been updated to include a
description of DRS.
---------------------------------------------------------------------------

    \9\ Securities Exchange Act Release Act No. 37931 (November 7,
1996), 61 FR 58600 (November 15, 1996) (File No. SR-DTC-96-15).
    \10\ Securities Exchange Act Release Act No. 38564 (April 30,
1997), 62 FR 25008 (May 7, 1997) (File No. SR-DTC-96-22).
---------------------------------------------------------------------------

    (e) In 1997, the Commission approved a rule filing amending
DTC's Return-of-Funds Policy.\10\ The rule change amended DTC's
charge back and return of funds policies to shorten from ten
business days to one business day after the payable date the period
within which a paying agent can request that DTC return principal
and income payments that have been allocated to participants. The
rule change also amended the procedure so if a paying agent requests
the return of a principal and income payment more than

one business day after a payable date, DTC will work with the paying
agent and participants to resolve the matter, but DTC will not
return the allocated payments without each participant's consent.
The OA has been updated to describe DTC's Return-of-Funds Policy.
    (f) In 2005, DTC filed a rule change with the Commission in
order to establish a fine for participants that are required to
conduct connectivity testing for business continuity purposes and
who fail to do so.\11\ The OA has been updated to reflect a
description of DTC's business continuity procedure and to reflect
its right to impose a fine for noncompliance.
---------------------------------------------------------------------------

    \11\ Securities Exchange Act Release No. 52446 (September 15,
2005), 70 FR 55435 (September 21, 2005) (File No. SR-DTC-2005-04).
---------------------------------------------------------------------------

    (g) In 2005, the Commission approved a DTC filing which
described Security Position Report type information, known as ``call
lottery results'' for auction rate securities.\12\ The OA has been
updated to include the description of auction rate securities.
    (h) In 2006, the Commission approved a DTC rule change in which
DTC proposed to revise its Deposit Service, Custody Service, and
Withdrawals-by-Transfer Service procedures based upon guidance from
the U.S. Department of the Treasury's Office of Foreign Assets
Control (``OFAC'') to DTC.\13\ The OA has been updated to reflect a
description of DTC's OFAC procedures.
    (i) In 2007, the Commission approved a DTC rule change which
consisted of new Rule 30, Canadian-Link Service. Rule 30 describes
the operation of a service that DTC offers to participants, through
the facilities of DTC and The CDS Clearing and Depository Services
Inc. (``CDS'').\14\ Rule 30 permits participants using the service
(``Canadian-Link Participants'') to: (i) Clear and settle valued
securities transactions with participants of CDS (``CDS
Participants'') and other Canadian-Link Participants in Canadian
dollars and (ii) transfer Canadian dollars to or receive Canadian
dollars from CDS Participants and other Canadian-Link Participants
without any corresponding delivery or receipt of securities.\15\ The
OA has been updated to describe this service.
---------------------------------------------------------------------------

    \12\ Securities Exchange Act Release No. 52393 (September 8,
2005), 70 FR 54598 (September 15, 2005) (File No. SR-DTC-2005-12).
    \13\ Securities Exchange Act Release No. 54120 (July 10, 2006),
71 FR 40562 (July 17, 2006) (File No. SR-DTC-2005-14).
    \14\ Formerly known as ``The Canadian Depository for Securities
Limited.''
    \15\ Securities Exchange Act Release Act No. 55239 (February 5,
2007), 72 FR 6797 (February 13, 2007) (File No. SR-DTC 2006-15).
---------------------------------------------------------------------------

    (j) In 2007, the Commission approved a rule filing intended to
provide greater efficiency by making available more automated
functions to be utilized for a broader range of voluntary
reorganization events (e.g., DTC's Automated Tender Offer Program
(``ATOP'')).\16\ The OA has been updated to include a description of
these procedures.
---------------------------------------------------------------------------

    \16\ Securities Exchange Act Release No. 56538 (September 26,
2007), 72 FR 56409 (October 3, 2007) (File No. SR-DTC-2007-09).
---------------------------------------------------------------------------

    (k) In 2007, DTC filed a rule change with the Commission in
order to amend DTC's OA as it applies to structured securities.\17\
That rule filing: (i) Extended the deadline by which paying agents
of such securities must submit periodic payment rate information to
DTC to preferably five business days but no less than one business
day prior to the payable date; (ii) extended the processing deadline
for payment rate files from 7 p.m. Eastern Standard Time (``EST'')
to 11:30 p.m. EST; (iii) established two classes of structured
securities, ``conforming'' and ``non-conforming;'' (iv) imposed an
exception processing fee which applies to certain structured
securities whose features prevent paying agents from complying with
the extended deadline; and (v) provided that DTC track and make
publicly available reports on paying agent performance as it relates
to timeliness and accuracy of structured securities payment rate
information submitted to DTC. DTC has extended the deadlines by
which paying agents of such structured securities must submit
periodic payment rate information to DTC to no later than 3:00 am
EST on the payable date and has extended the processing deadline for
payment rate files to 3:00 am EST on the payable date. The OA has
been updated to include this product and to reflect these
extensions.
---------------------------------------------------------------------------

    \17\ Securities Exchange Act Release No. 57542 (March 20, 2008),
73 FR 16403 (March 27, 2008) (File No. SR-DTC-2007-11).
---------------------------------------------------------------------------

    (l) In 2007, the Commission approved a DTC rule filing which
provided that DTC's foreign currency payment option may be used: (i)
In relation to securities denominated in U.S. dollars and (ii)
regardless of whether the terms of the issue originally contemplated
the option of payment in one or more currencies.\18\ The OA has been
updated to reflect this change.
---------------------------------------------------------------------------

    \18\ Securities Exchange Act Release No. 57298 (February 8,
2008), 73 FR 8921(February 15, 2008) (File No. SR-DTC-2007-13).
---------------------------------------------------------------------------

    (m) In 2007, the Commission approved a DTC rule change which
added a new Policy Statement on the Eligibility of Foreign
Securities to DTC's rules.\19\ The purpose of the policy statement
is to set forth in a single place and in an accessible manner the
criteria and procedures for making the securities of foreign issuers
eligible for deposit and book-entry transfer through the facilities
of DTC in accordance with the Securities Act of 1933 \20\ and the
rules and regulations of the SEC thereunder. A description of the
policy statement has been added to the OA.
---------------------------------------------------------------------------

    \19\ Securities Exchange Act Release No. 56277 (August 17,
2007), 72 FR 48709 (File No. SR-DTC-2007-04).
    \20\ 15 U.S.C. 77 et seq.
---------------------------------------------------------------------------

    (n) In 2008, the Commission approved a DTC rule filing to
implement the New Issue Information Dissemination System (``NIIDS'')
for municipal securities. NIIDS is an automated system developed by
DTC at the request of the Securities Industry and Financial Markets
Association (``SIFMA'') in order to improve the mechanism for
disseminating new issue information regarding municipal
securities.\21\ DTC has mandated the use of NIIDS in connection with
eligibility processing of municipal securities issuances in order to
assist underwriters in meeting the reporting standards set forth by
the Municipal Securities Rule Making Board (``MSRB''). The OA has
been updated to include a description of NIIDS.
---------------------------------------------------------------------------

    \21\ Securities Exchange Act Release No. 57513 (March 17, 2008),
73 FR 15548 (March 24, 2008) (File No. SR-DTC-2007-10).
---------------------------------------------------------------------------

    2. DTC has updated the OA to describe the modification in cutoff
time for Fast Automated Securities Transfer (``FAST'') Agents to
approve or reject a deposit or withdrawal instruction submitted by a
participant. This adjustment was implemented on October 2, 2001.\22\
---------------------------------------------------------------------------

    \22\ The modification explains that the cutoff has been changed
to 5:30 p.m. EST from 6:30 p.m. EST. For more information regarding
this change, see DTC Important Notice B2358-01 available at
http://www.dtcc.com/downloads/legal/imp_notices/2001/dtc/exe/exe_
2358.pdf.
---------------------------------------------------------------------------

    3. Additionally, DTC has updated the OA to indicate that
voluntary unit separations \23\ are now processed under the FAST
program. The volume of voluntary unit separations has declined
significantly throughout the years (to one or two per year) thereby
reducing the need for a separate program to process such
transactions. Voluntary units have been processed under the Fast
program since the late 1990s.
---------------------------------------------------------------------------

    \23\ A unit is a security comprised of more than one class of
securities such as common stock and warrants (``components''). In a
voluntary unit separation, the separation and recombination between
the security component and the security is done by the Participant
and transfer agent using DTC's Deposit/Withdrawal At Custodian
(``DWAC'') system.

    DTC believes that the proposed rule change is consistent with the
requirements of Section 17A of the Act \24\ and the rules and
regulations thereunder applicable to DTC because the proposed rule
change should facilitate the prompt and accurate clearance and
settlement of securities transactions by expediting the process of
making securities eligible for DTC's services.
---------------------------------------------------------------------------

    \24\ 15 U.S.C. 78q-1.
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    DTC does not believe that the proposed rule change will have any
impact on 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

    No written comments relating to the proposed rule change have been
solicited or received. DTC will notify the Commission of any written
comments received by DTC.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    The foregoing rule change has become effective upon filing pursuant
to Section

19(b)(3)(A)(iii) of the Act \25\ and Rule 19b-4(f)(4) \26\ thereunder
because the proposed rule change effects a change in an existing
service of DTC that (i) does not adversely affect the safeguarding of
securities or funds in the custody or control of DTC or for which it is
responsible and (ii) does not significantly affect the respective
rights of the clearing agency or persons using the service. At any time
within sixty days of the filing of such 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.
---------------------------------------------------------------------------

    \25\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \26\ 26 17 CFR 240.19b-4(f)(4).
---------------------------------------------------------------------------

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<EMAIL_ADDRESS>Please include
File Number SR-DTC-2008-14 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-2008-14. 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 filings 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/legal/rule_filings/ficc/2008.php. 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-2008-14 and should be
submitted on or before January 29, 2009.

    For the Commission by the Division of Trading and Markets,
pursuant to delegated authority.\27\
---------------------------------------------------------------------------

    \27\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E9-349 Filed 1-9-09; 8:45 am]

BILLING CODE 8011-01-P