Self-Regulatory Organizations; The Boston Stock Clearing Corporation; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Articles of Organization and By-Laws, 1473-1475 [2011-159]
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srobinson on DSKHWCL6B1PROD with NOTICES
Federal Register / Vol. 76, No. 6 / Monday, January 10, 2011 / Notices
Section 10(a)(2) of FACA. This notice is
intended to notify the general public of
their opportunity to attend the meeting.
DATES: The RIAP meeting will be held
on Tuesday, January 25, 2011, from 9
a.m. to 5 p.m.
ADDRESSES: Maryland State House, 100
State Circle, Annapolis, MD.
FOR FURTHER INFORMATION CONTACT: Glen
Walker, Executive Director, Recovery
Independent Advisory Panel, 1717
Pennsylvania Avenue, NW., Suite 700,
Washington, DC 20006; Telephone 202–
254–7900.
SUPPLEMENTARY INFORMATION: Pursuant
to Section 1543 of the Recovery Act, the
RIAP is charged with making
recommendations to the Board on
actions the Board could take to prevent
fraud, waste, and abuse of Recovery Act
funds. The purpose of the January 25,
2011 meeting is to allow the RIAP to
have an open dialogue, with input from
the public, on issues relating to fraud,
waste, and abuse of Recovery Act funds.
More specifically, the RIAP is interested
in obtaining input regarding the
following matters:
• Actions the Board can take to
prevent fraud, waste, and abuse;
• Transparency of entitlements and
tax benefits funded by the Recovery Act;
• The public’s experience with
obtaining information from
Recovery.gov and how that experience
can be improved; and
• Random sampling as a tool for
detecting fraud, waste, and abuse.
In keeping with FACA procedures,
members of the public are invited to
provide comments to the RIAP. The
preference of the RIAP is to have
members of the public provide written
comments addressing any of the matters
listed above no later than January 18,
2011. There will be limited space for
this meeting; therefore, members of the
public who have submitted written
statements addressing matters outlined
above will be given priority in attending
this meeting and speaking to the RIAP.
The next highest priority for attending
the meeting and speaking to the RIAP
will be those individuals who have
signed up in advance by submitting
their names via e-mail to the RIAP in
advance of the meeting. Members of the
public who have submitted written
comments and/or who have signed up
in advance will be given priority to
attend the meeting and be heard first in
the order in which their written
statements and/or sign-up e-mails were
received. Other members of the public
will be heard in the order in which they
sign up at the beginning of the meeting,
space permitting. A time limit will be
placed on those members of the public
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wishing to speak at the meeting, with
time allocated in accordance with the
number of people who have signed up
indicating a desire to speak to the RIAP.
The RIAP will make every effort to hear
the views of all interested persons. The
Chairperson of the RIAP is empowered
to conduct the meeting in a fashion that
will, to the Chairperson’s judgment,
facilitate the orderly conduct of
business. You may submit written
comments by mail to 1717 Pennsylvania
Avenue, NW., Suite 700, Washington,
DC 20006. ‘‘RIAP comments’’ should be
written on the envelope. Persons
wishing to e-mail their written
comments and/or sign up in advance to
speak to the RIAP at the meeting should
send their written comments and/or
names to panel@ratb.gov and write
‘‘January 25, 2011 RIAP public
comment’’ in the Subject line.
Ivan J. Flores,
Paralegal Specialist, Recovery Accountability
and Transparency Board.
[FR Doc. 2011–152 Filed 1–7–11; 8:45 am]
BILLING CODE 6821–15–P
1473
At times, changes in Commission
priorities require alterations in the
scheduling of meeting items.
For further information and to
ascertain what, if any, matters have been
added, deleted or postponed, please
contact:
The Office of the Secretary at (202)
551–5400.
Dated: January 6, 2011.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011–369 Filed 1–6–11; 4:15 pm]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–63629; File No. SR–
BSECC–2010–002]
Self-Regulatory Organizations; The
Boston Stock Clearing Corporation;
Notice of Filing and Immediate
Effectiveness of Proposed Rule
Change To Amend the Articles of
Organization and By-Laws
January 3, 2011.
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meeting Notice
Notice is hereby given, pursuant to
the provisions of the Government in the
Sunshine Act, Public Law 94–409, that
the Securities and Exchange
Commission will hold a Closed Meeting
on Thursday, January 13, 2011 at 2 p.m.
Commissioners, Counsel to the
Commissioners, the Secretary to the
Commission, and recording secretaries
will attend the Closed Meeting. Certain
staff members who have an interest in
the matters also may be present.
The General Counsel of the
Commission, or his designee, has
certified that, in his opinion, one or
more of the exemptions set forth in 5
U.S.C. 552b(c)(3), (5), (7), 9(B) and (10)
and 17 CFR 200.402(a)(3), (5), (7), 9(ii)
and (10), permit consideration of the
scheduled matters at the Closed
Meeting.
Commissioner Walter, as duty officer,
voted to consider the items listed for the
Closed Meeting in a closed session.
The subject matter of the Closed
Meeting scheduled for Thursday,
January 13, 2011 will be:
Institution and settlement of
injunctive actions;
Institution and settlement of
administrative proceedings;
Adjudicatory matters; and other
matters relating to enforcement
proceedings.
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Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 2 thereunder,
notice is hereby given that on December
20, 2010, The Boston Stock Clearing
Corporation (‘‘BSECC’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and II
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 3 and
Rule 19b–4(f)(3) 4 thereunder 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 persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
BSECC proposes to amend its Articles
of Organization, By-Laws, and Rules.
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
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(iii).
4 17 CFR 240.19b–4(f)(3).
2 17
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Federal Register / Vol. 76, No. 6 / Monday, January 10, 2011 / Notices
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 such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
srobinson on DSKHWCL6B1PROD with NOTICES
1. Purpose
The purpose of this rule filing is to
amend BSECC’s Articles of Organization
(‘‘Articles’’), By-Laws, and Rules to: (i)
Change the name of BSECC; (ii) decrease
the authorized share capital of BSECC;
(iii) remove a stockholder; (iv) provide
notice that certain amendments to the
formation documents that were
previously approved by the Commission
were not implemented; and (v) suspend
certain maintenance and reporting
requirements during the period of
inactivity of BSECC.
2. Prior Amendments to BSECC’s
Articles and By-Laws
In 2009, BSECC amended its Articles
and By-Laws by, among other things:
(i) Increasing BSECC’s authorized shares
to 300 shares and to reflect a planned
transfer in ownership of five percent of
BSECC’s shares; (ii) changing its name
to ‘‘NASDAQ Clearing Corporation;’’ (iii)
restating its Articles to consolidate prior
amendments into a single document;
(iv) amending the Articles and By-Laws
to reflect the change in the name of
‘‘Boston Stock Exchange, Incorporated’’
to ‘‘NASDAQ OMX BX, Inc;’’ and (v)
correcting several typographical errors
in Article X of the By-Laws.5
As explained in the Commission’s
order approving that 2009 proposed rule
change, the purpose of those changes
was to make various corporate and
administrative modifications in
BSECC’s Articles and By-Laws in order
to support the acquisition by The
NASDAQ OMX Group, Inc. (‘‘NASDAQ
OMX’’) of Boston Stock Exchange,
Incorporated, which was renamed
‘‘NASDAQ OMX BX, Inc.,’’ and of
several Boston Stock Exchange’s wholly
owned subsidiaries, including BSECC,
which was effective on August 29, 2008.
As a result of the acquisitions, BSECC
became an indirect, wholly-owned
subsidiary of NASDAQ OMX. On
January 5, 2009, OMX AB, which is
another indirect, wholly-owned
subsidiary of NASDAQ OMX, entered
into agreements with Fortis Bank Global
Clearing N.V. (‘‘Fortis’’) and European
Multilateral Clearing Facility N.V.
5 Securities Exchange Act Release No. 59839
(Apr. 28, 2008), 74 FR 21031 (May 6, 2009).
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(‘‘EMCF’’) 6 whereby, among other
things, OMX AB: (i) Acquired a 22%
equity stake in EMCF and (ii) agreed to
acquire a 5% equity stake in BSECC
from NASDAQ OMX BX, Inc., and in
turn transfer this stake to EMCF.
While these changes were approved
by the Commission in the 2009
proposed rule changes,7 the necessary
paperwork was never filed with the
Department of Corporations and
Taxation of the Commonwealth of
Massachusetts because NASDAQ OMX
and its affiliates and EMCF decided not
to complete the transfer of BSECC stock
to OMX AB and EMCF.
3. Proposed Amendments to Articles
and By-Laws
Under this proposed rule change,
BSECC will amend its Articles and ByLaws to essentially reverse the 2009
amendments to its Articles and By-Laws
thereby clarifying that the corporate
changes were never fully effectuated.
Thus, BSECC will, among other things,
amend Article I to change the name
from ‘‘NASDAQ Clearing Corporation’’
back to ‘‘Boston Stock Exchange
Clearing Corporation;’’ amend Article III
of its Articles to decrease the authorized
share capital of BSECC back to 150
shares because the additional
authorized shares are not necessary at
this time; and amend Article V to
remove OMX AB and European
Multilateral Clearing Facility, N.V.
because BSECC will not be adding such
shareholders at this time.
4. Suspension of Provisions During
Inactivity
Because BSECC is currently not
conducting any business operations,
BSECC will suspend certain
maintenance and reporting
requirements during such period of
inactivity.
As background, BSECC determined in
October 2009 that it would fully cease
all operations and return the clearing
fund deposits that were provided to
6 EMCF is a central counterparty clearinghouse
for European equity trading on exchanges and
multilateral trading facilities, including NASDAQ
OMX Europe Ltd., Chi-X Europe Ltd., and BATS
Trading Europe Ltd. In addition, EMCF provides
central counterparty clearing services to NASDAQ
OMX exchanges in Stockholm, Helsinki,
Copenhagen, and Iceland. EMCF clears stocks
traded on multiple European markets, including
stocks comprising the AEX, DAX, FTSE100, CAC40,
and SMI20 indexes. Services offered by EMCF
include novation, gross trade netting, settlement,
margining, and fails and buy-in management. EMCF
is headquartered in the Netherlands, and is subject
to voluntary supervision by De Nederlandsche Bank
and Autoriteit Financiele Markten. In addition to
OMX AB, EMCF’s stockholders are Fortis Bank
Nederland (Holding) N.V. and Fortis Bank Global
Clearing N.V.
7 Supra note 5.
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BSECC by its members for the purpose
of offsetting BSECC’s financial risk
while operating a clearing agency for the
member. BSECC returned all clearing
funds to its members by September 30,
2010, and BSECC no longer maintains
clearing members or has any other
clearing operations as of that date.
However, BSECC desires to maintain its
registration as a clearing agency with
the Commission for possible active
operations in the future.
Currently, BSECC only conducts the
administrative operations that are
required to maintain its registration,
which generally consist of tax and
record maintenance obligations and
various maintenance and reporting
requirements of a clearing agency. Since
BSECC no longer maintains members or
conducts clearing business operations,
BSECC will suspend certain
maintenance and reporting
requirements of its By-Laws and Rules
during any period in which BSECC is in
an inactive status:
(a) BSECC Article II Section 3: BSECC
will suspend the requirement that the
Board of Directors contain BSECC
members or persons affiliated with the
BSECC members.
(b) BSECC Rule II, Section 1: BSECC
will suspend the requirement to
maintain a clearing fund and defines the
term ‘‘inactive’’ as when it suspends
clearing of security purchases or sales;
has provided written notice to its
Members of the suspension of its
operations; and does not hold any
deposits in the Clearing Fund.
(c) BSECC Rule VI, Section 1: BSECC
will suspend the requirement of
furnishing annual audited financial
statements prepared in accordance with
generally accepted accounting standards
during the inactive status. Since the
only activity that BSECC conducted
during the wind down of operations is
the return of the clearing funds, BSECC
also proposes to provide a review of
business operations in lieu of an audit
during the year in which all clearing
funds were returned to the members.
(d) BSECC Rule VI, Section 2: BSECC
will suspend the requirement for the
review of internal accounting controls
during the inactive status. Additionally,
since the only activity conducted by
BSECC during the wind down of
operations was the return of the clearing
funds, BSECC proposes to suspend the
same requirement for the review of
internal accounting controls during the
year in which all clearing funds were
returned to the members.
(e) BSECC Rule VI, Section 3: BSECC
will suspend the requirements for
providing annual audited financial
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Federal Register / Vol. 76, No. 6 / Monday, January 10, 2011 / Notices
statements and quarterly unaudited
financial during the period of inactivity.
5. Statutory Basis
BSECC believes that the proposed rule
change is consistent with the provisions
of Section 17A of the Act,8 in general,
and furthers the objectives of Section
17A(b)(3)(F) of the Act 9 in particular, in
that it is designed to remove
impediments to and perfect the
mechanism of the national market
system for the clearance and settlement
of securities transactions. The proposed
rules seek to suspend maintenance and
reporting requirements during the time
when BSECC has suspended its
business operations. None of these
changes affect the investing public and
rather are concerned solely with the
administration of BSECC.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
BSECC does not believe that the
proposed rule change will 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
BSECC has not solicited or received
written comments relating to the
proposed rule change. BSECC will
notify the Commission of any written
comments it receives.
srobinson on DSKHWCL6B1PROD with NOTICES
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become
effective pursuant to Section
19(b)(3)(A)(iii) of the Act 10 and Rule
19b–4(f)(3) 11 thereunder because the
proposed rule change is concerned
solely with the administration of
BSECC. At any time within 60 days of
the filing of the proposed rule change,
the Commission summarily may
temporarily suspend 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 proposed rule
change is consistent with the Act.
U.S.C. 78q–1.
U.S.C. 78q–1(b)(3)(F).
10 Supra note 3.
11 Supra note 4.
For the Commission by the Division of
Trading and Markets, pursuant to delegated
authority.12
Elizabeth M. Murphy,
Secretary.
BILLING CODE 8011–01–P
9 15
18:19 Jan 07, 2011
All submissions should refer to File No.
SR–BSECC–2010–002. 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 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 BSECC’s principal office and
BSECC’s Web site (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
submission should refer to File No. SR–
BSECC–2010–002 and should be
submitted within January 31, 2011 days
after the date of publication.
[FR Doc. 2011–159 Filed 1–7–11; 8:45 am]
8 15
VerDate Mar<15>2010
Comments may be submitted by any of
the following methods:
• Electronic comments may be
submitted by using the Commission’s
Internet comment form (https://
www.sec.gov/rules/sro.shtml), or send
an e-mail to rule-comment@sec.gov.
Please include File No. SR–BSECC–
2010–002 on the subject line.
• Paper comments should be sent in
triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange
Commission, 100 F Street, NE.,
Washington, DC 20549–1090.
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–63634; File No. SR–NSCC–
2010–19]
Self-Regulatory Organizations;
National Securities Clearing
Corporation; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change Relating to Modifications
to the Fee Schedule
January 3, 2011.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 notice is hereby given that on
December 21, 2010, the National
Securities Clearing Corporation
(‘‘NSCC’’) filed with the Securities and
Exchange Commission (‘‘Commission’’)
the proposed rule change as described
in Items I and II, which Items have been
prepared primarily by NSCC. NSCC
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 proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The proposed rule change amends
Addendum A of NSCC’s Rules &
Procedures to modify NSCC’s fee
schedule.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission,
NSCC 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. NSCC 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
The purpose of the proposed rule
change is to revise Addendum A to
NSCC’s Rules and Procedures to align
1 15
U.S.C. 78s(b)(1).
U.S.C. 78s(b)(3)(A)(ii).
3 17 CFR 240.19b–4(f)(2).
2 15
12 17
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CFR 200.30–3(a)(12).
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]]>Agencies
[Federal Register Volume 76, Number 6 (Monday, January 10, 2011)]
[Notices]
[Pages 1473-1475]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-159]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-63629; File No. SR-BSECC-2010-002]
Self-Regulatory Organizations; The Boston Stock Clearing
Corporation; Notice of Filing and Immediate Effectiveness of Proposed
Rule Change To Amend the Articles of Organization and By-Laws
January 3, 2011.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 \2\ thereunder, notice is hereby given
that on December 20, 2010, The Boston Stock Clearing Corporation
(``BSECC'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II 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 \3\ and Rule 19b-4(f)(3) \4\ thereunder 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 persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A)(iii).
\4\ 17 CFR 240.19b-4(f)(3).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
BSECC proposes to amend its Articles of Organization, By-Laws, and
Rules.
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
[[Page 1474]]
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 such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of this rule filing is to amend BSECC's Articles of
Organization (``Articles''), By-Laws, and Rules to: (i) Change the name
of BSECC; (ii) decrease the authorized share capital of BSECC; (iii)
remove a stockholder; (iv) provide notice that certain amendments to
the formation documents that were previously approved by the Commission
were not implemented; and (v) suspend certain maintenance and reporting
requirements during the period of inactivity of BSECC.
2. Prior Amendments to BSECC's Articles and By-Laws
In 2009, BSECC amended its Articles and By-Laws by, among other
things: (i) Increasing BSECC's authorized shares to 300 shares and to
reflect a planned transfer in ownership of five percent of BSECC's
shares; (ii) changing its name to ``NASDAQ Clearing Corporation;''
(iii) restating its Articles to consolidate prior amendments into a
single document; (iv) amending the Articles and By-Laws to reflect the
change in the name of ``Boston Stock Exchange, Incorporated'' to
``NASDAQ OMX BX, Inc;'' and (v) correcting several typographical errors
in Article X of the By-Laws.\5\
---------------------------------------------------------------------------
\5\ Securities Exchange Act Release No. 59839 (Apr. 28, 2008),
74 FR 21031 (May 6, 2009).
---------------------------------------------------------------------------
As explained in the Commission's order approving that 2009 proposed
rule change, the purpose of those changes was to make various corporate
and administrative modifications in BSECC's Articles and By-Laws in
order to support the acquisition by The NASDAQ OMX Group, Inc.
(``NASDAQ OMX'') of Boston Stock Exchange, Incorporated, which was
renamed ``NASDAQ OMX BX, Inc.,'' and of several Boston Stock Exchange's
wholly owned subsidiaries, including BSECC, which was effective on
August 29, 2008. As a result of the acquisitions, BSECC became an
indirect, wholly-owned subsidiary of NASDAQ OMX. On January 5, 2009,
OMX AB, which is another indirect, wholly-owned subsidiary of NASDAQ
OMX, entered into agreements with Fortis Bank Global Clearing N.V.
(``Fortis'') and European Multilateral Clearing Facility N.V.
(``EMCF'') \6\ whereby, among other things, OMX AB: (i) Acquired a 22%
equity stake in EMCF and (ii) agreed to acquire a 5% equity stake in
BSECC from NASDAQ OMX BX, Inc., and in turn transfer this stake to
EMCF.
---------------------------------------------------------------------------
\6\ EMCF is a central counterparty clearinghouse for European
equity trading on exchanges and multilateral trading facilities,
including NASDAQ OMX Europe Ltd., Chi-X Europe Ltd., and BATS
Trading Europe Ltd. In addition, EMCF provides central counterparty
clearing services to NASDAQ OMX exchanges in Stockholm, Helsinki,
Copenhagen, and Iceland. EMCF clears stocks traded on multiple
European markets, including stocks comprising the AEX, DAX, FTSE100,
CAC40, and SMI20 indexes. Services offered by EMCF include novation,
gross trade netting, settlement, margining, and fails and buy-in
management. EMCF is headquartered in the Netherlands, and is subject
to voluntary supervision by De Nederlandsche Bank and Autoriteit
Financiele Markten. In addition to OMX AB, EMCF's stockholders are
Fortis Bank Nederland (Holding) N.V. and Fortis Bank Global Clearing
N.V.
---------------------------------------------------------------------------
While these changes were approved by the Commission in the 2009
proposed rule changes,\7\ the necessary paperwork was never filed with
the Department of Corporations and Taxation of the Commonwealth of
Massachusetts because NASDAQ OMX and its affiliates and EMCF decided
not to complete the transfer of BSECC stock to OMX AB and EMCF.
---------------------------------------------------------------------------
\7\ Supra note 5.
---------------------------------------------------------------------------
3. Proposed Amendments to Articles and By-Laws
Under this proposed rule change, BSECC will amend its Articles and
By-Laws to essentially reverse the 2009 amendments to its Articles and
By-Laws thereby clarifying that the corporate changes were never fully
effectuated. Thus, BSECC will, among other things, amend Article I to
change the name from ``NASDAQ Clearing Corporation'' back to ``Boston
Stock Exchange Clearing Corporation;'' amend Article III of its
Articles to decrease the authorized share capital of BSECC back to 150
shares because the additional authorized shares are not necessary at
this time; and amend Article V to remove OMX AB and European
Multilateral Clearing Facility, N.V. because BSECC will not be adding
such shareholders at this time.
4. Suspension of Provisions During Inactivity
Because BSECC is currently not conducting any business operations,
BSECC will suspend certain maintenance and reporting requirements
during such period of inactivity.
As background, BSECC determined in October 2009 that it would fully
cease all operations and return the clearing fund deposits that were
provided to BSECC by its members for the purpose of offsetting BSECC's
financial risk while operating a clearing agency for the member. BSECC
returned all clearing funds to its members by September 30, 2010, and
BSECC no longer maintains clearing members or has any other clearing
operations as of that date. However, BSECC desires to maintain its
registration as a clearing agency with the Commission for possible
active operations in the future.
Currently, BSECC only conducts the administrative operations that
are required to maintain its registration, which generally consist of
tax and record maintenance obligations and various maintenance and
reporting requirements of a clearing agency. Since BSECC no longer
maintains members or conducts clearing business operations, BSECC will
suspend certain maintenance and reporting requirements of its By-Laws
and Rules during any period in which BSECC is in an inactive status:
(a) BSECC Article II Section 3: BSECC will suspend the requirement
that the Board of Directors contain BSECC members or persons affiliated
with the BSECC members.
(b) BSECC Rule II, Section 1: BSECC will suspend the requirement to
maintain a clearing fund and defines the term ``inactive'' as when it
suspends clearing of security purchases or sales; has provided written
notice to its Members of the suspension of its operations; and does not
hold any deposits in the Clearing Fund.
(c) BSECC Rule VI, Section 1: BSECC will suspend the requirement of
furnishing annual audited financial statements prepared in accordance
with generally accepted accounting standards during the inactive
status. Since the only activity that BSECC conducted during the wind
down of operations is the return of the clearing funds, BSECC also
proposes to provide a review of business operations in lieu of an audit
during the year in which all clearing funds were returned to the
members.
(d) BSECC Rule VI, Section 2: BSECC will suspend the requirement
for the review of internal accounting controls during the inactive
status. Additionally, since the only activity conducted by BSECC during
the wind down of operations was the return of the clearing funds, BSECC
proposes to suspend the same requirement for the review of internal
accounting controls during the year in which all clearing funds were
returned to the members.
(e) BSECC Rule VI, Section 3: BSECC will suspend the requirements
for providing annual audited financial
[[Page 1475]]
statements and quarterly unaudited financial during the period of
inactivity.
5. Statutory Basis
BSECC believes that the proposed rule change is consistent with the
provisions of Section 17A of the Act,\8\ in general, and furthers the
objectives of Section 17A(b)(3)(F) of the Act \9\ in particular, in
that it is designed to remove impediments to and perfect the mechanism
of the national market system for the clearance and settlement of
securities transactions. The proposed rules seek to suspend maintenance
and reporting requirements during the time when BSECC has suspended its
business operations. None of these changes affect the investing public
and rather are concerned solely with the administration of BSECC.
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\8\ 15 U.S.C. 78q-1.
\9\ 15 U.S.C. 78q-1(b)(3)(F).
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B. Self-Regulatory Organization's Statement on Burden on Competition
BSECC does not believe that the proposed rule change will 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
BSECC has not solicited or received written comments relating to
the proposed rule change. BSECC will notify the Commission of any
written comments it receives.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(iii) of the Act \10\ and Rule 19b-4(f)(3) \11\ thereunder
because the proposed rule change is concerned solely with the
administration of BSECC. At any time within 60 days of the filing of
the proposed rule change, the Commission summarily may temporarily
suspend 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.
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\10\ Supra note 3.
\11\ Supra note 4.
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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 may be submitted by using the
Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml), or send an e-mail to rule-comment@sec.gov. Please include
File No. SR-BSECC-2010-002 on the subject line.
Paper comments should be sent 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-BSECC-2010-002. 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 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 BSECC's principal office and BSECC's Web site
(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
submission should refer to File No. SR-BSECC-2010-002 and should be
submitted within January 31, 2011 days after the date of publication.
For the Commission by the Division of Trading and Markets,
pursuant to delegated authority.\12\
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\12\ 17 CFR 200.30-3(a)(12).
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Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-159 Filed 1-7-11; 8:45 am]
BILLING CODE 8011-01-P
