Self-Regulatory Organizations; The Depository Trust Company; Order Granting Approval of a 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 Transfer Program, 17196-17197 [2010-7553]
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17196
Federal Register / Vol. 75, No. 64 / Monday, April 5, 2010 / Notices
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–Phlx–
2010–05 and should be submitted on or
before April 26, 2010.
V. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,32 that the
proposed rule change (SR–Phlx–2010–
05), as modified by Amendment No. 2,
be, and it hereby is, approved on an
accelerated basis.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.33
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010–7630 Filed 4–2–10; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–61800; File No. SR–DTC–
2010–03]
Self-Regulatory Organizations; The
Depository Trust Company; Order
Granting Approval of a 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 Transfer Program
March 30, 2010.
I. Introduction
On January 19, 2010, The Depository
Trust Company (‘‘DTC’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) proposed rule change
SR–DTC–2010–03 pursuant to section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’).1 Notice of the proposal
was published in the Federal Register
on February 22, 2010.2 The Commission
received no comment letters. For the
reasons discussed below, the
Commission is granting approval of the
proposed rule change.
jlentini on DSKJ8SOYB1PROD with NOTICES
II. Description
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
32 15
U.S.C. 78s(b)(2).
CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 Securities Exchange Act Release No. 61507
(February 5, 2010), 75 FR 7641 (February 22, 2010).
33 17
VerDate Nov<24>2008
16:35 Apr 02, 2010
Jkt 220001
is ‘‘unsponsored’’ when there is no
formal agreement between the
depositary bank(s) issuing the ADR and
the foreign company whose underlying
shares are the basis for the ADR.
Because in unsponsored programs there
is no agreement between the issuer and
a specific depositary, more than one
depositary can be involved in the
issuance and cancellation of ADR
programs. 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,3
DTC recently made unsponsored ADRs
eligible for DTC’s Fast Automated
Securities Transfer Program (‘‘FAST’’).4
DTC’s withdrawal-by-transfer (‘‘WT’’)
service allows a participant to instruct
DTC to have securities assets that are
held in the participant’s DTC account
reregistered in the name of the
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’’),5 DTC initiated a
program of steadily increasing its fees
for WTs and other withdrawals to create
3 The costs and risks associated with physical
certificates include, among other things, those
associated with safekeeping, transfer, shipping and
insurance costs.
4 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 theses 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].
5 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).
PO 00000
Frm 00077
Fmt 4703
Sfmt 4703
strong disincentives for the use of
physical certificates. Consistent with
that program, DTC is now eliminating
participants’ 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.6
III. Discussion
Section 17A(b)(3)(F) of the Act
requires, among other things, that the
rules of a clearing agency be designed to
promote the prompt and accurate
clearance and settlement of securities
transactions, assure the safeguarding of
securities and funds which are in the
custody or control of the clearing agency
or for which it is responsible, to foster
cooperation and coordination with
persons engaged in the clearance and
settlement of securities transactions, to
remove impediments to and perfect the
mechanism of a national system for the
prompt and accurate clearance and
settlement of securities transactions,
and, in general, to protect investors and
the public interest.7 The rule change
modifies a DTC service by discontinuing
the WT services for unsponsored ADRs
that are part of the FAST program,
which should in turn decrease the use
of securities certificates. As a result,
DTC’s rule change, as approved, should
make processing securities transactions
more safe and efficient by discouraging
the use of securities certificates, which
increase the risks and costs associated
with processing securities transactions.
Accordingly, for the reasons stated
above the Commission believes that the
rule change is consistent with DTC’s
obligation under Section 17A of the
Exchange Act, as amended, and the
rules and regulations thereunder.
IV. Conclusion
On the basis of the foregoing, the
Commission finds that the proposed
rule change is consistent with the
requirements of the Act and in
particular with the requirements of
Section 17A of the Act and the rules and
regulations thereunder.
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act, that the
6 For more information about the DWAC service,
see Securities Exchange Act Release No. 30283
(January 23, 1992), 57 FR 3658 (January 30, 1992)
(SR–DTC–91–16) (order granting approval of the
DWAC service).
7 15 U.S.C. 78q–1(b)(3)(F).
E:\FR\FM\05APN1.SGM
05APN1
Federal Register / Vol. 75, No. 64 / Monday, April 5, 2010 / Notices
proposed rule change (File No. SR–
DTC–2010–03) be and hereby is
approved.
For the Commission by the Division of
Trading and Markets, pursuant to delegated
authority.8
Florence E. Harmon,
Deputy Secretary.
Dated: March 26, 2010.
Maura M. Pally,
Deputy Assistant Secretary for Professional
and Cultural Exchanges, Bureau of
Educational and Cultural Affairs, Department
of State.
[FR Doc. 2010–7632 Filed 4–2–10; 8:45 am]
BILLING CODE 4710–05–P
[FR Doc. 2010–7553 Filed 4–2–10; 8:45 am]
DEPARTMENT OF STATE
BILLING CODE 8011–01–P
[Public Notice 6941]
DEPARTMENT OF STATE
[Public Notice 6940]
Culturally Significant Objects Imported
for Exhibition Determinations:
‘‘Cyprus: Crossroads of Civilizations’’
jlentini on DSKJ8SOYB1PROD with NOTICES
SUMMARY: Notice is hereby given of the
following determinations: Pursuant to
the authority vested in me by the Act of
October 19, 1965 (79 Stat. 985; 22 U.S.C.
2459), Executive Order 12047 of March
27, 1978, the Foreign Affairs Reform and
Restructuring Act of 1998 (112 Stat.
2681, et seq.; 22 U.S.C. 6501 note, et
seq.), Delegation of Authority No. 234 of
October 1, 1999, Delegation of Authority
No. 236 of October 19, 1999, as
amended, and Delegation of Authority
No. 257 of April 15, 2003 [68 FR 19875],
I hereby determine that the objects to be
included in the exhibition ‘‘Cyprus:
Crossroads of Civilizations,’’ imported
from abroad for temporary exhibition
within the United States, are of cultural
significance. The objects are imported
pursuant to a loan agreement with the
foreign owner or custodian. I also
determine that the exhibition or display
of the exhibit objects at the Smithsonian
Institution, National Museum of Natural
History, Washington, DC, from on or
about September 1, 2010, until on or
about April 15, 2011, and at possible
additional exhibitions or venues yet to
be determined, is in the national
interest. I have ordered that Public
Notice of these Determinations be
published in the Federal Register.
FOR FURTHER INFORMATION CONTACT: For
further information, including a list of
the exhibit objects, contact Paul W.
Manning, Attorney-Adviser, Office of
the Legal Adviser, U.S. Department of
State (telephone: 202–632–6469). The
mailing address is U.S. Department of
State, SA–5, L/PD, Fifth Floor (Suite
5H03), Washington, DC 20522–0505.
8 17
CFR 200.30–3(a)(12).
VerDate Nov<24>2008
16:35 Apr 02, 2010
Jkt 220001
Certification Related to the Khmer
Rouge Tribunal Under Section 7071(c)
of the Department of State, Foreign
Operations and Related Programs
Appropriations Act, 2010 (Division F,
Pub. L. 111–117)
Pursuant to the authority vested in the
Secretary of State, including under
Section 7071(c) of the Department of
State, Foreign Operations, and Related
Programs Appropriations Act (SOFAA),
2010, and Delegation of Authority 245–
1, I hereby certify that the United
Nations and Government of Cambodia
are taking credible steps to address
allegations of corruption and
mismanagement within the Khmer
Rouge Tribunal.
This Certification and related
Memorandum of Justification shall be
provided to the appropriate committees
of the Congress and published in the
Federal Register.
Dated: March 23, 2010.
Jacob J. Lew,
Deputy Secretary of State.
Memorandum of Justification Under
Section 7071(c) of the Department of
State, Foreign Operations and Related
Programs Appropriations Act, 2010
Section 7071(c) of the Department of
State, Foreign Operations and Related
Program Appropriations Act, 2010 (Div.
F Pub. L. 111–117) provides that funds
appropriated in the Act for a United
States contribution may only be made
available if the Secretary of State
certifies to the Committees on
Appropriations that the United Nations
and Government of Cambodia are taking
credible steps to address allegations of
corruption and mismanagement within
the Extraordinary Chambers in the
Courts of Cambodia (ECCC), also
commonly known as the ‘‘Khmer Rouge
Tribunal’’ (KRT). Deputy Secretary Lew
has signed the certification pursuant to
State Department Delegation of
Authority 245–1.
Factors Justifying Determination and
Certification
In late 2008 the former Director in the
ECCC Office of Administration, the
PO 00000
Frm 00078
Fmt 4703
Sfmt 4703
17197
person in charge when allegations of
administrative corruption at the court
first surfaced, was put on indefinite
medical leave, effectively removing him
from the court. His replacement, the
current Acting Director, is considered to
have shown himself a competent
Administrator who has cooperated well
with the donor community, other court
officials, and the United Nations Office
of Legal Affairs. The Deputy
Administrator, selected by the UN and
a person with many years of
administrative experience, has a
constructive working relationship with
the Acting Director and plays an active
and positive role with the UN and the
donor community. Since before the
departure of the ECCC Director of
Administration, there have been no
reports alleging new instances of
corruption at the Khmer Rouge
Tribunal. In the view of the State
Department, other countries in the
donor community, prominent court
officials, and non-governmental
organizations (NGOs), the court appears
corruption-free at this time.
These administrative corruption
allegations did not compromise the
fundamental integrity of the court. In
November of 2009 the court successfully
concluded Case 001—the trial against
the former chief of the Tuol Sleng
torture center, Kaing Guek Eav (‘‘Duch’’).
His trial was the first meaningful
attempt to hold a Khmer Rouge official
accountable for war crimes committed
under the Khmer Rouge regime. The
United States, foreign governments, and
NGOs monitoring the court agree that
proceedings met international standards
of justice.
Most recently, the investigative phase
of Case 002, against four surviving
senior leaders of the Khmer Rouge
regime, was closed. Motions and
appeals are now being heard in
accordance with the rules of the court,
and an indictment is expected in the fall
of 2010.
In August 2009 the United Nations
Office of Legal Affairs and the
Government of Cambodia reached
agreement to establish an Independent
Counsellor to serve as a deterrent
against corruption and address potential
future incidents of corruption or other
forms of misconduct at the court. By
mutual agreement Uth Chhorn, the
Cambodian Auditor General, was
selected to serve this role. To date the
Independent Counsellor has established
his own office, with a direct phone line
and e-mail for receiving complaints
confidentially. Last November he
released a ‘‘Meet the Independent
Counsellor’’ document to all court staff
explaining his role, how he can be
E:\FR\FM\05APN1.SGM
05APN1
]]>Agencies
[Federal Register Volume 75, Number 64 (Monday, April 5, 2010)]
[Notices]
[Pages 17196-17197]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-7553]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-61800; File No. SR-DTC-2010-03]
Self-Regulatory Organizations; The Depository Trust Company;
Order Granting Approval of a 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
Transfer Program
March 30, 2010.
I. Introduction
On January 19, 2010, The Depository Trust Company (``DTC'') filed
with the Securities and Exchange Commission (``Commission'') proposed
rule change SR-DTC-2010-03 pursuant to section 19(b)(1) of the
Securities Exchange Act of 1934 (``Act'').\1\ Notice of the proposal
was published in the Federal Register on February 22, 2010.\2\ The
Commission received no comment letters. For the reasons discussed
below, the Commission is granting approval of the proposed rule change.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ Securities Exchange Act Release No. 61507 (February 5,
2010), 75 FR 7641 (February 22, 2010).
---------------------------------------------------------------------------
II. Description
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 ADR and the foreign company whose
underlying shares are the basis for the ADR. Because in unsponsored
programs there is no agreement between the issuer and a specific
depositary, more than one depositary can be involved in the issuance
and cancellation of ADR programs. 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,\3\ DTC recently made unsponsored ADRs eligible for DTC's
Fast Automated Securities Transfer Program (``FAST'').\4\
---------------------------------------------------------------------------
\3\ The costs and risks associated with physical certificates
include, among other things, those associated with safekeeping,
transfer, shipping and insurance costs.
\4\ 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
theses 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 a participant
to instruct DTC to have securities assets that are held in the
participant's DTC account reregistered in the name of the 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''),\5\ 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 eliminating participants' 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.\6\
---------------------------------------------------------------------------
\5\ 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).
\6\ For more information about the DWAC service, see Securities
Exchange Act Release No. 30283 (January 23, 1992), 57 FR 3658
(January 30, 1992) (SR-DTC-91-16) (order granting approval of the
DWAC service).
---------------------------------------------------------------------------
III. Discussion
Section 17A(b)(3)(F) of the Act requires, among other things, that
the rules of a clearing agency be designed to promote the prompt and
accurate clearance and settlement of securities transactions, assure
the safeguarding of securities and funds which are in the custody or
control of the clearing agency or for which it is responsible, to
foster cooperation and coordination with persons engaged in the
clearance and settlement of securities transactions, to remove
impediments to and perfect the mechanism of a national system for the
prompt and accurate clearance and settlement of securities
transactions, and, in general, to protect investors and the public
interest.\7\ The rule change modifies a DTC service by discontinuing
the WT services for unsponsored ADRs that are part of the FAST program,
which should in turn decrease the use of securities certificates. As a
result, DTC's rule change, as approved, should make processing
securities transactions more safe and efficient by discouraging the use
of securities certificates, which increase the risks and costs
associated with processing securities transactions.
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------
Accordingly, for the reasons stated above the Commission believes
that the rule change is consistent with DTC's obligation under Section
17A of the Exchange Act, as amended, and the rules and regulations
thereunder.
IV. Conclusion
On the basis of the foregoing, the Commission finds that the
proposed rule change is consistent with the requirements of the Act and
in particular with the requirements of Section 17A of the Act and the
rules and regulations thereunder.
It is therefore ordered, pursuant to Section 19(b)(2) of the Act,
that the
[[Page 17197]]
proposed rule change (File No. SR-DTC-2010-03) be and hereby is
approved.
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. 2010-7553 Filed 4-2-10; 8:45 am]
BILLING CODE 8011-01-P
