Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing of Proposed Rule Change To Eliminate the Option To Receive a Physical Certificate From DTC for Unsponsored American Depositary Receipts That Are Part of the Fast Automated Securities Transfer Program, 7641-7642 [2010-3329]
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cprice-sewell on DSK2BSOYB1PROD with NOTICES
Federal Register / Vol. 75, No. 34 / Monday, February 22, 2010 / Notices
section 12(d)(1)(A)(i) of the Act, setting
forth from whom the securities were
acquired, the identity of the
underwriting syndicate’s members, the
terms of the purchase, and the
information or materials upon which
the Board’s determinations were made.
9. Before investing in an iShares Fund
in excess of the limits in section
12(d)(1)(A), each Investing Fund and the
iShares Fund will execute an agreement
stating, without limitation, that their
respective board of directors or trustees
and their respective investment
advisers, or their respective sponsors or
trustees, as applicable, understand the
terms and conditions of the order, and
agree to fulfill their responsibilities
under the order. At the time of its
investment in shares of an Open-end
iShares Fund in excess of the limit in
section 12(d)(1)(A)(i), an Investing Fund
will notify the Open-end iShares Fund
of the investment. At such time, the
Investing Fund will also transmit to the
Open-end iShares Fund a list of the
names of each Investing Fund Affiliate
and Underwriting Affiliate. The
Investing Fund will notify the Open-end
iShares Fund of any changes to the list
of the names as soon as reasonably
practicable after a change occurs. The
iShares Fund and the Investing Fund
will maintain and preserve a copy of the
order, the agreement, and, in the case of
an Open-end iShares Fund, the list with
any updated information for the
duration of the investment and for a
period of not less than six years
thereafter, the first two years in an
easily accessible place.
10. Before approving any advisory
contract under section 15 of the Act, the
board of directors or trustees of each
Investing Management Company,
including a majority of the disinterested
directors or trustees, will find that the
advisory fees charged under such
contract are based on services provided
that will be in addition to, rather than
duplicative of, the services provided
under any advisory contracts of any
Open-end iShares Fund in which the
Investing Management Company may
invest. These findings and their basis
will be recorded fully in the minute
books of the appropriate Investing
Management Company.
11. Any sales charges and/or service
fees charged with respect to shares of an
Investing Fund will not exceed the
limits applicable to a fund of funds as
set forth in NASD Conduct Rule 2830.
12. No iShares Fund in which an
Investing Fund will invest pursuant to
the Order will acquire securities of any
other investment company or company
relying on section 3(c)(1) or 3(c)(7) of
the Act in excess of the limits contained
VerDate Nov<24>2008
15:26 Feb 19, 2010
Jkt 220001
7641
in section 12(d)(1)(A) of the Act, other
than the India Subsidiary or any similar
wholly-owned subsidiary, and except to
the extent permitted by rule 12d1–1
under the Act or an exemptive order
that allows the iShares Fund to
purchase shares of a money market fund
for short-term cash management
purposes.
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.3
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Florence E. Harmon,
Deputy Secretary.
(A) Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
An ADR is a security that trades in the
United States but represents a specified
number of shares in a foreign
corporation. ADRs are issued in the U.S.
by depositary banks. An ADR issuance
is ‘‘unsponsored’’ when there is no
formal agreement between the
depositary bank(s) issuing the shares
and the foreign company whose
underlying shares are the basis for the
ADR. Because there is no agreement
between the issuer and a specific
depositary, more than one depositary
can be involved in the issuance and
cancellation of the ADR in an
unsponsored program. Unsponsored
ADRs trade in the over-the-counter
market.
Currently, in order to deposit an
unsponsored ADR at DTC, a depositary
bank that is also a DTC participant will
have its transfer agent create a certificate
for the new issue ADR, which is then
deposited at DTC by the depositary
bank. In an effort to eliminate some of
the risks and costs related to the
processing of securities certificates,4
DTC recently made unsponsored ADRs
eligible for DTC’s Fast Automated
Securities Transfer Program (‘‘FAST’’).5
DTC’s withdrawal-by-transfer (‘‘WT’’)
service allows participants to instruct
DTC to have securities assets which are
held in the participant’s DTC account
reregistered in the name of the
[FR Doc. 2010–3333 Filed 2–19–10; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–61507; File No. SR–DTC–
2010–03]
Self-Regulatory Organizations; The
Depository Trust Company; Notice of
Filing of Proposed Rule Change To
Eliminate the Option To Receive a
Physical Certificate From DTC for
Unsponsored American Depositary
Receipts That Are Part of the Fast
Automated Securities Transfer
Program
February 5, 2010.
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 January
19, 2010, The Depository Trust
Company (‘‘DTC’’) 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 primarily by DTC. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of the Substance
of the Proposed Rule Change
The purpose of this proposed rule
change is to eliminate the option to
receive a physical certificate from DTC
for unsponsored American Depositary
Receipts (‘‘ADRs’’) that are a part of
DTC’s Fast Automated Securities
Transfer Program (‘‘FAST’’).
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
1 15
2 17
PO 00000
U.S.C. 78s(b)(1).
CFR 240.19b–4.
Frm 00081
Fmt 4703
Sfmt 4703
3 The Commission has modified the text of the
summaries prepared by DTC.
4 The costs and risks associated with physical
certificates include, among other things, those
associated with safekeeping, transfer, shipping,
messengers, and insurance costs.
5 FAST was designed to eliminate some of the
risks and costs related to the creation, movement,
processing, and storage of securities certificates.
Under the FAST Program, FAST transfer agents
hold FAST eligible securities in the name of Cede
& Co. in custody and for the benefit of DTC. As
additional securities are deposited or withdrawn
from DTC, the FAST transfer agents adjust the size
of DTC’s position as appropriate and electronically
confirm these changes with DTC. For more
information relating to FAST, see Securities
Exchange Act Release Nos. 13342 (March 8, 1977)
[File No. SR–DTC–76–3]; 14997 (July 26, 1978) [File
No. SR–DTC–78–11]; 21401 (October 16, 1984) [File
No. SR–DTC–84–8]; 31941 (March 3, 1993) [SR–
DTC–92–15]; and 46956 (December 6, 2002) [File
No. SR–DTC–2002–15].
E:\FR\FM\22FEN1.SGM
22FEN1
7642
Federal Register / Vol. 75, No. 34 / Monday, February 22, 2010 / Notices
participant, an investor, or a third party.
Upon receipt of a WT instruction from
a participant, DTC either sends a
certificate to the transfer agent for
reregistration in the name of the person
or entity identified in the WT
instruction or instructs the transfer
agent to debit DTC’s FAST position and
to issue securities in the name of the
person or entity identified in the WT
instruction.
As part of DTC’s response to an
industry effort to reduce the number of
securities certificates in the U.S. market
(sometimes referred to as
‘‘dematerialization’’),6 DTC initiated a
program of steadily increasing its fees
for WTs and other withdrawals to create
strong disincentives for the use of
physical certificates. Consistent with
that program, DTC is now proposing to
eliminate a participant’s ability to use
the WT service to have physical
certificates issued for unsponsored
ADRs that are a part of the FAST
Program. DTC believes that this
modification of its WT service reaffirms
its goals of reducing the number of
securities certificates in the U.S.
markets. DTC participants will continue
to have the ability to request a physical
certificate directly from the transfer
agent by using the DWAC process.7
The proposed rule change is
consistent with the requirements of the
Securities Exchange Act of 1934, as
amended (‘‘Act’’), and the rules and
regulations thereunder because it
modifies a DTC service in order to
reduce the use of physical certificates
and the inherent risks associated with
the use of physical certificates and as
such facilitates the prompt and accurate
clearance and settlement of securities.
(B) Self-Regulatory Organization’s
Statement on Burden on Competition
DTC does not believe that the
proposed rule change would impose any
burden on competition.
(C) Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants or Others
cprice-sewell on DSK2BSOYB1PROD with NOTICES
Written comments relating to the
proposed rule change have not been
solicited or received. DTC will notify
6 For more information on dematerialization, see
Securities Exchange Act Release No. 49405 (March
11, 2004), 69 FR 12922 (March 18, 2004) ([File No.
S7–13–04]).
7 DWAC is a method of electronically transferring
shares between a DTC Participant and the transfer
agent for the shares. For more information about the
DWAC service, see Securities Exchange Act Release
No. 30283 (January 23, 1992), 56 FR 59307
(November 18, 1991) (SR–DTC–91–16) (order
granting approval of the DWAC service).
VerDate Nov<24>2008
15:26 Feb 19, 2010
Jkt 220001
the Commission of any written
comments received by DTC.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within thirty-five 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
ninety 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 the 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 (https://www.sec.gov/
rules/sro.shtml) or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–DTC–2010–03 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–DTC–2010–03. This file
number should be included on the
subject line if e-mail is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (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 Web site viewing and
printing in the Commission’s Public
PO 00000
Frm 00082
Fmt 4703
Sfmt 4703
Reference Section, 100 F Street, NE.,
Washington, DC 20549–1090, on official
business days between the hours of 10
a.m. and 3 p.m. Copies of such filings
will also be available for inspection and
copying at the principal office of DTC
and on DTC’s Web site at https://
www.dtcc.com/downloads/legal/
rule_filings/2010/dtc/2010-03.pdf. All
comments received will be posted
without change; the Commission does
not edit personal identifying
information from submissions. You
should submit only information that
you wish to make available publicly. All
submissions should refer to File
Number SR–DTC–2010–03 and should
be submitted on or before March 15,
2010.
For the Commission by the Division of
Trading and Markets, pursuant to delegated
authority.8
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010–3329 Filed 2–19–10; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–61515; File No. SR–
NASDAQ–2010–014]
Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Modify Fees
for Members Using the NASDAQ
Market Center and To Correct a
Typographical Error in Rule 7018
February 12, 2010.
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 January
26, 2010, The NASDAQ Stock Market
LLC (‘‘NASDAQ’’) 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 NASDAQ. Pursuant to
Section 19(b)(3)(A)(ii) of the Act 3 and
Rule 19b–4(f)(2) thereunder,4 NASDAQ
has designated this proposal as
establishing or changing a due, fee, or
other charge, which renders the
proposed rule change effective upon
filing. The Commission is publishing
this notice to solicit comments on the
8 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(ii).
4 17 CFR 240.19b–4(f)(2).
1 15
E:\FR\FM\22FEN1.SGM
22FEN1
]]>Agencies
[Federal Register Volume 75, Number 34 (Monday, February 22, 2010)]
[Notices]
[Pages 7641-7642]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-3329]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-61507; File No. SR-DTC-2010-03]
Self-Regulatory Organizations; The Depository Trust Company;
Notice of Filing of Proposed Rule Change To Eliminate the Option To
Receive a Physical Certificate From DTC for Unsponsored American
Depositary Receipts That Are Part of the Fast Automated Securities
Transfer Program
February 5, 2010.
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 January 19, 2010, The Depository Trust Company (``DTC'') 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 primarily by DTC. 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 the
Substance of the Proposed Rule Change
The purpose of this proposed rule change is to eliminate the option
to receive a physical certificate from DTC for unsponsored American
Depositary Receipts (``ADRs'') that are a part of DTC's Fast Automated
Securities Transfer Program (``FAST'').
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.\3\
---------------------------------------------------------------------------
\3\ 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
An ADR is a security that trades in the United States but
represents a specified number of shares in a foreign corporation. ADRs
are issued in the U.S. by depositary banks. An ADR issuance is
``unsponsored'' when there is no formal agreement between the
depositary bank(s) issuing the shares and the foreign company whose
underlying shares are the basis for the ADR. Because there is no
agreement between the issuer and a specific depositary, more than one
depositary can be involved in the issuance and cancellation of the ADR
in an unsponsored program. Unsponsored ADRs trade in the over-the-
counter market.
Currently, in order to deposit an unsponsored ADR at DTC, a
depositary bank that is also a DTC participant will have its transfer
agent create a certificate for the new issue ADR, which is then
deposited at DTC by the depositary bank. In an effort to eliminate some
of the risks and costs related to the processing of securities
certificates,\4\ DTC recently made unsponsored ADRs eligible for DTC's
Fast Automated Securities Transfer Program (``FAST'').\5\
---------------------------------------------------------------------------
\4\ The costs and risks associated with physical certificates
include, among other things, those associated with safekeeping,
transfer, shipping, messengers, and insurance costs.
\5\ FAST was designed to eliminate some of the risks and costs
related to the creation, movement, processing, and storage of
securities certificates. Under the FAST Program, FAST transfer
agents hold FAST eligible securities in the name of Cede & Co. in
custody and for the benefit of DTC. As additional securities are
deposited or withdrawn from DTC, the FAST transfer agents adjust the
size of DTC's position as appropriate and electronically confirm
these changes with DTC. For more information relating to FAST, see
Securities Exchange Act Release Nos. 13342 (March 8, 1977) [File No.
SR-DTC-76-3]; 14997 (July 26, 1978) [File No. SR-DTC-78-11]; 21401
(October 16, 1984) [File No. SR-DTC-84-8]; 31941 (March 3, 1993)
[SR-DTC-92-15]; and 46956 (December 6, 2002) [File No. SR-DTC-2002-
15].
---------------------------------------------------------------------------
DTC's withdrawal-by-transfer (``WT'') service allows participants
to instruct DTC to have securities assets which are held in the
participant's DTC account reregistered in the name of the
[[Page 7642]]
participant, an investor, or a third party. Upon receipt of a WT
instruction from a participant, DTC either sends a certificate to the
transfer agent for reregistration in the name of the person or entity
identified in the WT instruction or instructs the transfer agent to
debit DTC's FAST position and to issue securities in the name of the
person or entity identified in the WT instruction.
As part of DTC's response to an industry effort to reduce the
number of securities certificates in the U.S. market (sometimes
referred to as ``dematerialization''),\6\ DTC initiated a program of
steadily increasing its fees for WTs and other withdrawals to create
strong disincentives for the use of physical certificates. Consistent
with that program, DTC is now proposing to eliminate a participant's
ability to use the WT service to have physical certificates issued for
unsponsored ADRs that are a part of the FAST Program. DTC believes that
this modification of its WT service reaffirms its goals of reducing the
number of securities certificates in the U.S. markets. DTC participants
will continue to have the ability to request a physical certificate
directly from the transfer agent by using the DWAC process.\7\
---------------------------------------------------------------------------
\6\ For more information on dematerialization, see Securities
Exchange Act Release No. 49405 (March 11, 2004), 69 FR 12922 (March
18, 2004) ([File No. S7-13-04]).
\7\ DWAC is a method of electronically transferring shares
between a DTC Participant and the transfer agent for the shares. For
more information about the DWAC service, see Securities Exchange Act
Release No. 30283 (January 23, 1992), 56 FR 59307 (November 18,
1991) (SR-DTC-91-16) (order granting approval of the DWAC service).
---------------------------------------------------------------------------
The proposed rule change is consistent with the requirements of the
Securities Exchange Act of 1934, as amended (``Act''), and the rules
and regulations thereunder because it modifies a DTC service in order
to reduce the use of physical certificates and the inherent risks
associated with the use of physical certificates and as such
facilitates the prompt and accurate clearance and settlement of
securities.
(B) Self-Regulatory Organization's Statement on Burden on Competition
DTC does not believe that the proposed rule change would impose any
burden on competition.
(C) Self-Regulatory Organization's Statement on Comments on the
Proposed Rule Change Received From Members, Participants or Others
Written comments relating to the proposed rule change have not been
solicited or received. DTC will notify the Commission of any written
comments received by DTC.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within thirty-five 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 ninety 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 the 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 (https://www.sec.gov/rules/sro.shtml) or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-DTC-2010-03 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-DTC-2010-03. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (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 Web site viewing and
printing in the Commission's Public Reference Section, 100 F Street,
NE., Washington, DC 20549-1090, on official business days between the
hours of 10 a.m. and 3 p.m. Copies of such filings will also be
available for inspection and copying at the principal office of DTC and
on DTC's Web site at https://www.dtcc.com/downloads/legal/rule_filings/2010/dtc/2010-03.pdf. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-DTC-2010-03 and should be submitted on or before March
15, 2010.
For the Commission by the Division of Trading and Markets,
pursuant to delegated authority.\8\
---------------------------------------------------------------------------
\8\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-3329 Filed 2-19-10; 8:45 am]
BILLING CODE 8011-01-P
