Self-Regulatory Organizations; Boston Stock Exchange Clearing Corporation; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Certificate of Incorporation of The NASDAQ OMX Group, Inc., 10626-10628 [E9-5210]
Download as PDF
<![CDATA[
10626
Federal Register / Vol. 74, No. 46 / Wednesday, March 11, 2009 / Notices
per share to $0.0033 per share. The
Exchange is reducing its fee for such
orders to encourage use of the
Exchange’s Directed ISO order types.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
the requirements of the Act and the
rules and regulations thereunder that
are applicable to a national securities
exchange, and, in particular, with the
requirements of Section 6 of the Act.10
Specifically, the Exchange believes that
the proposed rule change is consistent
with Section 6(b)(4) of the Act,11 in that
it provides for the equitable allocation
of reasonable dues, fees and other
charges among members and other
persons using any facility or system
which the Exchange operates or
controls. The Exchange notes that it
operates in a highly competitive market
in which market participants can
readily direct order flow to competing
venues if they deem fee levels at a
particular venue to be excessive. The
Exchange believes that its fees and
credits are competitive with those
charged by other venues and that the
various changes it has proposed to
simplify its fee schedule will benefit
both the Exchange and Members of the
Exchange. For those proposed changes
that will result in increased fees charged
to Members or lower rebates received by
Members, such as the reduction of the
rebate in Tape B securities, the
Exchange believes that any additional
revenue it receives will allow the
Exchange to devote additional capital to
its operations, which may, in turn,
benefit Members of the Exchange.
Finally, the Exchange believes that the
proposed rates are equitable in that they
apply uniformly to all Members.
(B) Self-Regulatory Organization’s
Statement of Burden on Competition
The Exchange does not believe that
the proposed rule change imposes any
burden on competition.
rwilkins on PROD1PC63 with NOTICES
(C) Self-Regulatory Organization’s
Statement on Comments Regarding the
Proposed Rule Change Received From
Members, Participants or Others
No written comments were solicited
or received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing proposed rule change
has been designated as a fee change
pursuant to Section 19(b)(3)(A)(ii) of the
Act 12 and Rule 19b-4(f)(2) thereunder,13
because it establishes or changes a due,
fee or other charge imposed on members
by the Exchange. Accordingly, the
proposal is effective upon filing with
the Commission.
At any time within 60 days of the
filing of the proposed rule change, the
Commission may summarily abrogate
such rule change if it appears to the
Commission that such action is
necessary or appropriate in the public
interest, for the protection of investors,
or otherwise in furtherance of the
purposes of the Act.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,
including whether the proposal is
consistent with the Act. Comments may
be submitted by any of the following
methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
No. SR–BATS–2009–007 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
No. SR–BATS–2009–007. 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 (https://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 changes 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 BATS. 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 No.
SR–BATS–2009–007 and should be
submitted on or before April 1, 2009.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.14
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9–5206 Filed 3–10–09; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–59496; File No. SR–
BSECC–2009–01]
Self-Regulatory Organizations; Boston
Stock Exchange Clearing Corporation;
Notice of Filing and Immediate
Effectiveness of a Proposed Rule
Change To Amend the Certificate of
Incorporation of The NASDAQ OMX
Group, Inc.
March 3, 2009.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 notice is hereby given that on
February 17, 2009, Boston Stock
Exchange Clearing Corporation
(‘‘BSECC’’) 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
BSECC. BSECC filed the proposed rule
change pursuant to Section
19(b)(3)(A)(iii) of the Act 2 and Rule
19b–4(f)(3) thereunder 3 so that the
proposal was effective upon filing with
the Commission. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested parties.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
BSECC is filing this proposed rule
change with regard to proposed changes
to the Restated Certificate of
Incorporation (‘‘Certificate’’) of its
parent corporation, The NASDAQ OMX
Group, Inc. (‘‘NASDAQ OMX’’). The
14 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 15 U.S.C. 78s(b)(3)(A)(iii).
3 17 CFR 240.19b–4(f)(3).
1 15
10 15
11 15
U.S.C. 78f.
U.S.C. 78f(b)(4).
VerDate Nov<24>2008
17:01 Mar 10, 2009
12 15
13 17
Jkt 217001
PO 00000
U.S.C. 78s(b)(3)(A)(ii).
CFR 240.19b-4(f)(6).
Frm 00099
Fmt 4703
Sfmt 4703
E:\FR\FM\11MRN1.SGM
11MRN1
Federal Register / Vol. 74, No. 46 / Wednesday, March 11, 2009 / Notices
proposed rule change will be
implemented as soon as practicable
following filing with the Commission.
The text of the proposed rule change is
available at https://
www.nasdaqtrader.com/
Trader.aspx?id=BSECCIE2009 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,
BSECC 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. BSECC has prepared
summaries, set forth in sections (A), (B),
and (C) below, of the most significant
aspects of these statements.4
(A) Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
rwilkins on PROD1PC63 with NOTICES
1. Purpose
NASDAQ OMX is proposing to make
amendments to its Certificate. As
provided in Articles XI and XII of the
NASDAQ OMX By-Laws, proposed
amendments to the Certificate are to be
reviewed by the Board of Directors of
each self-regulatory subsidiary of
NASDAQ OMX, and if any such
proposed amendment must be filed with
or filed with and approved by the
Commission under Section 19 of the Act
and the rules promulgated thereunder
before such amendment may be
effective, then such amendment shall
not be effective until filed with or filed
with and approved by the Commission
as the case may be. The governing
boards of the NASDAQ Stock Market
LLC (‘‘NASDAQ Exchange’’), NASDAQ
OMX BX, Inc. (‘‘BX’’), NASDAQ OMX
Phlx, Inc. (‘‘Phlx’’), BSECC, and Stock
Clearing Corporation of Philadelphia
(‘‘SCCP’’) have each reviewed the
proposed change and determined that it
should be filed with the Commission.5
The changes to the Certificate are
limited in scope, and under Delaware
law, they do not require approval by the
stockholders of NASDAQ OMX.
Specifically, NASDAQ OMX proposes
to eliminate its Certificate of
4 The Commission has modified the text of the
summaries prepared by BSECC.
5 The NASDAQ Exchange, Phlx, BX, BSECC, and
SCCP have each submitted this proposed rule
change pursuant to Section 19(b)(3)(A)(iii) of the
Act, 15 U.S.C. 78s(b)(3)(A)(iii).
VerDate Nov<24>2008
17:01 Mar 10, 2009
Jkt 217001
Designations, Preferences and Rights of
Series D Preferred Stock, and all matters
set forth therein. NASDAQ OMX’s
Series D Stock was created in 2005 for
the purpose of allowing National
Association of Securities Dealers, Inc. to
retain voting control over NASDAQ
OMX’s predecessor, The Nasdaq Stock
Market, Inc. In connection with the
NASDAQ Exchange commencing
operations as a national securities
exchange, the sole share of Series D
Stock was redeemed in December 2006.
Under Delaware law, both a certificate
of designations (designating a series of
preferred stock) and a certificate of
elimination (eliminating a previously
adopted designation) are deemed to be
amendments to NASDAQ OMX’s
Certificate.
2. Statutory Basis
BSECC believes that the proposed rule
change is consistent with provisions of
Section 17A of the Act,6 in general, and
with Section 17A(b)(3)(A) of the Act,7 in
particular, in that it is designed to
ensure that BSECC is so organized and
has the capacity to be able to facilitate
the prompt and accurate clearance and
settlement of securities transactions.
The proposed change will enhance the
clarity of NASDAQ OMX’s governance
documents by eliminating provisions
relating to a series of preferred stock
that is no longer outstanding.
(B) Self-Regulatory Organization’s
Statement on Burden on Competition
BSECC does not believe that the
proposed rule change will result in any
burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act, as amended.
(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.
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 8 and Rule
19b–4(f)(3) 9 thereunder because the
proposal is concerned solely with the
administration of BSECC. At any time
within sixty days of the filing of such
rule change, the Commission may
summarily abrogate such rule change if
6 15
U.S.C. 78q–1.
U.S.C. 78q–1(b)(3)(A).
8 15 U.S.C. 78s(b)(3)(A)(iii).
9 17 CFR 240.19b–4(f)(3).
7 15
PO 00000
Frm 00100
Fmt 4703
Sfmt 4703
10627
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml) or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–BSECC–2009–01 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–BSECC–2009–01. 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 (https://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.
The text of the proposed rule change is
available at BSECC, the Commission’s
Public Reference Room, and https://
www.nasdaqtrader.com/
Trader.aspx?id=BSECCIE2009. 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–BSECC–2009–01 and
E:\FR\FM\11MRN1.SGM
11MRN1
10628
Federal Register / Vol. 74, No. 46 / Wednesday, March 11, 2009 / Notices
should be submitted on or before April
1, 2009.
For the Commission by the Division of
Trading and Markets, pursuant to delegated
authority.10
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9–5210 Filed 3–10–09; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–59515; File No. SR–CBOE–
2009–014]
Self-Regulatory Organizations;
Chicago Board Options Exchange,
Incorporated; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change Relating to Temporary
Membership Status and Interim
Trading Permit Access Fees
March 5, 2009.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 notice is hereby given that on
February 27, 2009, the Chicago Board
Options Exchange, Incorporated
(‘‘CBOE’’ or ‘‘Exchange’’) 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
prepared by the CBOE. The Commission
is publishing this notice to solicit
comments on the proposed rule change
from interested parties.
rwilkins on PROD1PC63 with NOTICES
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
CBOE proposes to adjust (i) the
monthly access fee for persons granted
temporary CBOE membership status
(‘‘Temporary Members’’) pursuant to
Interpretation and Policy .02 under
CBOE Rule 3.19 (‘‘Rule 3.19.02’’) and
(ii) the monthly access fee for Interim
Trading Permit (‘‘ITP’’) holders under
CBOE Rule 3.27. The text of the
proposed rule change is available on the
Exchange’s Web site (https://
www.cboe.org/Legal/), at the Exchange’s
Office of the Secretary, 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,
CBOE included statements concerning
the purpose of, and basis for, the
proposed rule change and discussed any
10 17
1 15
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
VerDate Nov<24>2008
17:01 Mar 10, 2009
Jkt 217001
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 CBOE 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 current access fee for Temporary
Members under Rule 3.19.02 2 and the
current access fee for ITP holders under
Rule 3.27 3 are both $10,471 per month.
Both access fees are currently set at the
indicative lease rate (as defined below)
for February 2009. The Exchange
proposes to adjust both access fees
effective at the beginning of March 2009
to be equal to the indicative lease rate
for March 2009 (which is $9,809).
Specifically, the Exchange proposes to
revise both the Temporary Member
access fee and the ITP access fee to be
$9,809 per month commencing on
March 1, 2009.
The indicative lease rate is defined
under Rule 3.27(b) as the highest
clearing firm floating monthly rate 4 of
the CBOE Clearing Members that assist
in facilitating at least 10% of the CBOE
transferable membership leases.5 The
Exchange determined the indicative
lease rate for March 2009 by polling
each of these Clearing Members and
obtaining the clearing firm floating
monthly rate designated by each of
these Clearing Members for that month.
The Exchange used the same process
to set the proposed Temporary Member
and ITP access fees that it used to set
the current Temporary Member and ITP
access fees. The only difference is that
the Exchange used clearing firm floating
monthly rate information for the month
of March 2009 to set the proposed
access fees (instead of clearing firm
floating monthly rate information for the
2 See Securities Exchange Act Release No. 56458
(September 18, 2007), 72 FR 54309 (September 24,
2007) (SR–CBOE–2007–107) for a description of the
Temporary Membership status under Rule 3.19.02.
3 See Securities Exchange Act Release No. 58178
(July 17, 2008), 73 FR 42634 (July 22, 2008) (SR–
CBOE–2008–40) for a description of the Interim
Trading Permits under Rule 3.27.
4 Rule 3.27(b) defines the clearing firm floating
monthly rate as the floating monthly rate that a
Clearing Member designates, in connection with
transferable membership leases that the Clearing
Member assisted in facilitating, for leases that
utilize that monthly rate.
5 The concepts of an indicative lease rate and of
a clearing firm floating month rate were previously
utilized in the CBOE rule filings that set and
adjusted the Temporary Member access fee. Both
concepts are also codified in Rule 3.27(b) in relation
to ITPs.
PO 00000
Frm 00101
Fmt 4703
Sfmt 4703
month of February 2009 as was used to
set the current access fees) in order to
take into account changes in clearing
firm floating monthly rates for the
month of March 2009.
The Exchange believes that the
process used to set the proposed
Temporary Member access fee and the
proposed Temporary Member access fee
itself are appropriate for the same
reasons set forth in CBOE rule filing SR–
CBOE–2008–12 with respect to the
original Temporary Member access fee.6
Similarly, the Exchange believes that
the process used to set the proposed ITP
access fee and the proposed ITP access
fee itself are appropriate for the same
reasons set forth in CBOE rule filing SR–
CBOE–2008–77 with respect to the
original ITP access fee.7
Each of the proposed access fees will
remain in effect until such time either
that the Exchange submits a further rule
filing pursuant to Section 19(b)(3)(A)(ii)
of the Act 8 to modify the applicable
access fee or the applicable status (i.e.,
the Temporary Membership status or
the ITP status) is terminated.
Accordingly, the Exchange may, and
likely will, further adjust the proposed
access fees in the future if the Exchange
determines that it would be appropriate
to do so taking into consideration lease
rates for transferable CBOE
memberships prevailing at that time.
The procedural provisions of the
CBOE Fee Schedule related to the
assessment of each proposed access fee
are not proposed to be changed and will
remain the same as the current
procedural provisions relating to the
assessment of that access fee.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Act,9 in general, and
furthers the objectives of Section 6(b)(4)
of the Act,10 in particular, in that it is
designed to provide for the equitable
allocation of reasonable dues, fees, and
6 See Securities Exchange Act Release No. 57293
(February 8, 2008), 73 FR 8729 (February 14, 2008)
(SR–CBOE–2008–12), which established the
original Temporary Member access fee, for detail
regarding the rationale in support of the original
Temporary Member access fee and the process used
to set that fee, which is also applicable to this
proposed change to the Temporary Member access
fee as well.
7 See Securities Exchange Act Release No. 58200
(July 21, 2008), 73 FR 43805 (July 28, 2008) (SR–
CBOE–2008–77), which established the original ITP
access fee, for detail regarding the rationale in
support of the original ITP access fee and the
process used to set that fee, which is also applicable
to this proposed change to the ITP access fee as
well.
8 15 U.S.C. 78s(b)(3)(A)(ii).
9 15 U.S.C. 78f(b).
10 15 U.S.C. 78f(b)(4).
E:\FR\FM\11MRN1.SGM
11MRN1
]]>Agencies
[Federal Register Volume 74, Number 46 (Wednesday, March 11, 2009)]
[Notices]
[Pages 10626-10628]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E9-5210]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-59496; File No. SR-BSECC-2009-01]
Self-Regulatory Organizations; Boston Stock Exchange Clearing
Corporation; Notice of Filing and Immediate Effectiveness of a Proposed
Rule Change To Amend the Certificate of Incorporation of The NASDAQ OMX
Group, Inc.
March 3, 2009.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on February 17, 2009, Boston
Stock Exchange Clearing Corporation (``BSECC'') 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 BSECC. BSECC filed the proposed rule change
pursuant to Section 19(b)(3)(A)(iii) of the Act \2\ and Rule 19b-
4(f)(3) thereunder \3\ so that the proposal was effective upon filing
with the Commission. 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).
\2\ 15 U.S.C. 78s(b)(3)(A)(iii).
\3\ 17 CFR 240.19b-4(f)(3).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
BSECC is filing this proposed rule change with regard to proposed
changes to the Restated Certificate of Incorporation (``Certificate'')
of its parent corporation, The NASDAQ OMX Group, Inc. (``NASDAQ OMX'').
The
[[Page 10627]]
proposed rule change will be implemented as soon as practicable
following filing with the Commission. The text of the proposed rule
change is available at https://www.nasdaqtrader.com/
Trader.aspx?id=BSECCIE2009 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, BSECC 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. BSECC has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of these
statements.\4\
---------------------------------------------------------------------------
\4\ The Commission has modified the text of the summaries
prepared by BSECC.
---------------------------------------------------------------------------
(A) Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
NASDAQ OMX is proposing to make amendments to its Certificate. As
provided in Articles XI and XII of the NASDAQ OMX By-Laws, proposed
amendments to the Certificate are to be reviewed by the Board of
Directors of each self-regulatory subsidiary of NASDAQ OMX, and if any
such proposed amendment must be filed with or filed with and approved
by the Commission under Section 19 of the Act and the rules promulgated
thereunder before such amendment may be effective, then such amendment
shall not be effective until filed with or filed with and approved by
the Commission as the case may be. The governing boards of the NASDAQ
Stock Market LLC (``NASDAQ Exchange''), NASDAQ OMX BX, Inc. (``BX''),
NASDAQ OMX Phlx, Inc. (``Phlx''), BSECC, and Stock Clearing Corporation
of Philadelphia (``SCCP'') have each reviewed the proposed change and
determined that it should be filed with the Commission.\5\ The changes
to the Certificate are limited in scope, and under Delaware law, they
do not require approval by the stockholders of NASDAQ OMX.
---------------------------------------------------------------------------
\5\ The NASDAQ Exchange, Phlx, BX, BSECC, and SCCP have each
submitted this proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act, 15 U.S.C. 78s(b)(3)(A)(iii).
---------------------------------------------------------------------------
Specifically, NASDAQ OMX proposes to eliminate its Certificate of
Designations, Preferences and Rights of Series D Preferred Stock, and
all matters set forth therein. NASDAQ OMX's Series D Stock was created
in 2005 for the purpose of allowing National Association of Securities
Dealers, Inc. to retain voting control over NASDAQ OMX's predecessor,
The Nasdaq Stock Market, Inc. In connection with the NASDAQ Exchange
commencing operations as a national securities exchange, the sole share
of Series D Stock was redeemed in December 2006. Under Delaware law,
both a certificate of designations (designating a series of preferred
stock) and a certificate of elimination (eliminating a previously
adopted designation) are deemed to be amendments to NASDAQ OMX's
Certificate.
2. Statutory Basis
BSECC believes that the proposed rule change is consistent with
provisions of Section 17A of the Act,\6\ in general, and with Section
17A(b)(3)(A) of the Act,\7\ in particular, in that it is designed to
ensure that BSECC is so organized and has the capacity to be able to
facilitate the prompt and accurate clearance and settlement of
securities transactions. The proposed change will enhance the clarity
of NASDAQ OMX's governance documents by eliminating provisions relating
to a series of preferred stock that is no longer outstanding.
---------------------------------------------------------------------------
\6\ 15 U.S.C. 78q-1.
\7\ 15 U.S.C. 78q-1(b)(3)(A).
---------------------------------------------------------------------------
(B) Self-Regulatory Organization's Statement on Burden on Competition
BSECC does not believe that the proposed rule change will result in
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act, as amended.
(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.
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 \8\ and Rule 19b-4(f)(3) \9\
thereunder because the proposal is concerned solely with the
administration of BSECC. 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.
---------------------------------------------------------------------------
\8\ 15 U.S.C. 78s(b)(3)(A)(iii).
\9\ 17 CFR 240.19b-4(f)(3).
---------------------------------------------------------------------------
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 (https://
www.sec.gov/rules/sro.shtml) or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-BSECC-2009-01 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-BSECC-2009-01. 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 (https://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. The text of the proposed rule change is available at
BSECC, the Commission's Public Reference Room, and https://
www.nasdaqtrader.com/Trader.aspx?id=BSECCIE2009. 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-BSECC-2009-01 and
[[Page 10628]]
should be submitted on or before April 1, 2009.
---------------------------------------------------------------------------
\10\ 17 CFR 200.30-3(a)(12).
For the Commission by the Division of Trading and Markets,
pursuant to delegated authority.\10\
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-5210 Filed 3-10-09; 8:45 am]
BILLING CODE 8011-01-P
