Federal Register / Vol. 76, No. 36 / Wednesday, February 23, 2011 / Notices 10073 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 63609 

(December 27, 2010), 76 FR 194 (‘‘Notice’’). 

4 In Amendment No. 1, the Exchange modified 

the name of the Fund from ‘‘WisdomTree Asia Bond 

Fund’’ to ‘‘WisdomTree Asia Local Debt Fund,’’ 

updated references to the amended Registration 

Statement (as defined herein), and clarified that the 

Fund intends to invest in issuers in Australia and 

New Zealand. Because such modifications are 

either technical in nature or clarifications, the 

amendment does not require notice and comment. 

5The Fund has filed a registration statement on 

Form N–1A (‘‘Registration Statement’’) with the 

Commission. See Post-Effective Amendment No. 42 

to Registration Statement on Form N–1A for the 

Trust, dated January 24, 2011 (File Nos. 333– 

132380 and 811–21864). 

6WisdomTree Investments, Inc. is the parent 

company of WisdomTree Asset Management. 

7The Sub-Adviser is responsible for day-to-day 

management of the Fund and, as such, typically 

makes all decisions with respect to portfolio 

holdings. The Adviser has ongoing oversight 

responsibility. 

Reactor Regulation, Division of 

Engineer, U.S. Nuclear Regulatory 

Commission, Washington, DC 20555– 

0001, telephone: 301–415–3152, e-mail: 

kenneth.miller2@nrc.gov. 

SUPPLEMENTARY INFORMATION: Pursuant 

to 10 CFR 51.33(a), the NRC staff is 

making the Draft RIS available for 

public review and comment. The public 

comment period is reopened with 

publication of this notice and continues 

until March 19, 2011. 

Dated at Rockville, Maryland, this 15th day 

of February, 2011. 

For the Nuclear Regulatory Commission. 

Roy Mathew, 

Acting Branch Chief, Electrical Engineering 

Branch, Division of Engineering, Office of 

Nuclear Reactor Regulation. 

[FR Doc. 2011–3987 Filed 2–22–11; 8:45 am] 

BILLING CODE 7590–01–P 

OVERSEAS PRIVATE INVESTMENT 

CORPORATION 

Sunshine Act Public Hearing 

Cancellation Notice; February 24, 2011 

OPIC’s Sunshine Act notice of its 

Public Hearing in Conjunction with 

each Board meeting was published in 

the Federal Register (Volume 76, 

Number 22, Pages 5842 and 5843) on 

February 2, 2011. No requests were 

received to provide testimony or submit 

written statements for the record; 

therefore, OPIC’s public hearing 

scheduled for 2 PM, February 24, 2011 

in conjunction with OPIC’s March 10, 

2011 Board of Directors meeting has 

been cancelled. 

Contact Person for Information: 

Information on the hearing cancellation 

may be obtained from Connie M. Downs 

at (202) 336–8438, or via e-mail at 

Connie.Downs@opic.gov. 

Dated: February 17, 2011. 

Connie M. Downs, 

OPIC Corporate Secretary. 

[FR Doc. 2011–4103 Filed 2–18–11; 11:15 am] 

BILLING CODE 3210–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

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, February 24, 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 Aguilar, 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, 

February 24, 2011 will be: 

Institution and settlement of injunctive 

actions; 

Institution and settlement of administrative 

proceedings; and 

Other matters relating to enforcement 

proceedings. 

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: February 17, 2011. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2011–4078 Filed 2–18–11; 11:15 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63919; File No. SR– 

NYSEArca–2010–116] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Granting Approval of 

Proposed Rule Change, as Modified by 

Amendment No. 1 Thereto, Relating to 

the Listing and Trading of the 

WisdomTree Asia Local Debt Fund 

February 16, 2011. 

I. Introduction 

On December 13, 2010, NYSE Arca, 

Inc. (‘‘Exchange’’ or ‘‘NYSE Arca’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to list and trade shares of the 

WisdomTree Asia Local Debt Fund (f/k/ 

a WisdomTree Asia Bond Fund) under 

NYSE Arca Equities Rule 8.600. The 

proposed rule change was published for 

comment in the Federal Register on 

January 3, 2011.3 On February 15, 2011, 

the Exchange filed Amendment No. 1 to 

the proposed rule change.4 The 

Commission received no comments on 

the proposal. This order grants approval 

of the proposed rule change, as 

amended. 

II. Description of the Proposal 

The Exchange proposes to list and 

trade shares (‘‘Shares’’) of the 

WisdomTree Asia Local Debt Fund 

(‘‘Fund’’) of the WisdomTree Trust 

(‘‘Trust’’) under NYSE Arca Equities 

Rule 8.600, which governs the listing 

and trading of Managed Fund Shares on 

the Exchange. The Fund will be an 

actively managed exchange-traded fund. 

The Shares will be offered by the Trust, 

which was established as a Delaware 

statutory trust on December 15, 2005 

and is registered with the Commission 

as an investment company.5

WisdomTree Asset Management, Inc. 

(‘‘WisdomTree Asset Management’’) is 

the investment adviser (‘‘Adviser’’) to 

the Fund,6 and Mellon Capital 

Management serves as sub-adviser for 

the Fund (‘‘Sub-Adviser’’).7 The Bank of 

New York Mellon is the administrator, 

custodian, and transfer agent for the 

Trust, and ALPS Distributors, Inc. 

serves as the distributor for the Trust. 

The Fund seeks to provide investors 

with a high level of total return 

consisting of both income and capital 

appreciation. The Fund is designed to 

provide exposure to a broad range of 

Asian government and corporate bonds 

through investment in both local 

currency (e.g., Hong Kong dollar; South 

Korean won) and U.S. dollarmstockstill on DSKH9S0YB1PROD with NOTICES

10074 Federal Register / Vol. 76, No. 36 / Wednesday, February 23, 2011 / Notices 

8Fixed Income Securities include bonds, notes or 

other debt obligations, such as government or 

corporate bonds, denominated in local currencies or 

U.S. dollars, as well as issues denominated in Asian 

local currencies that are issued by ‘‘supranational 

issuers,’’ such as the European Investment Bank, 

International Bank for Reconstruction and 

Development, and the International Finance 

Corporation, as well as development agencies 

supported by other national governments. 

9The listed futures contracts in which the Fund 

will invest may be listed on exchanges either in the 

U.S. or in either Hong Kong or Singapore. 

10The Fund’s investments in credit-linked notes 

will be limited to notes providing exposure to Asian 

Fixed Income Securities. The Fund’s overall 

investment in credit-linked notes will not exceed 

25% of the Fund’s assets. 

11See supra notes 3 and 5. 

12 In approving this proposed rule change, the 

Commission notes that it has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

denominated Fixed Income Securities.8

The Fund seeks to achieve its 

investment objective through direct and 

indirect investments in Fixed Income 

Securities issued by governments and 

corporations in Asian countries and 

intends to focus on the developing/ 

emerging market economies in Asia, 

primarily China, Hong Kong, India, 

Indonesia, South Korea, Malaysia, the 

Philippines, Singapore, Taiwan, and 

Thailand. While the Fund is permitted 

to invest in developed market 

economies, this is not a focus of the 

Fund. However, the Fund intends to 

invest in issuers in Australia and New 

Zealand. 

The Fund intends to invest at least 

70% of its net assets in Fixed Income 

Securities. The Fund expects to invest 

up to 20% of its net assets in Asian 

corporate bonds. The Fund will invest 

only in corporate bonds that the Adviser 

or Sub-Adviser deems to be sufficiently 

liquid. Generally, a corporate bond must 

have $200 million or more par amount 

outstanding and significant par value 

traded to be considered as an eligible 

investment. Economic and other 

conditions in Asia may, from time to 

time, lead to a decrease in the average 

par amount outstanding of bond 

issuances. Therefore, although the Fund 

does not intend to do so, the Fund may 

invest up to 5% of its net assets in 

corporate bonds with less than $200 

million par amount outstanding if (i) the 

Adviser or Sub-Adviser deems such 

security to be sufficiently liquid based 

on its analysis of the market for such 

security (based on, for example, brokerdealer quotations or its analysis of the 

trading history of the security or the 

trading history of other securities issued 

by the issuer), (ii) such investment is 

consistent with the Fund’s goal of 

providing exposure to a broad range of 

Asian government and corporate bonds, 

and (iii) such investment is deemed by 

the Adviser or Sub-Adviser to be in the 

best interest of the Fund. The Fund will 

hold Fixed Income Securities of at least 

13 non-affiliated issuers. 

The Fund is designed to provide a 

broad-based, representative exposure to 

Asian government and corporate bonds 

and therefore will invest in both 

investment grade and non-investment 

grade securities in a manner designed to 

provide this exposure. The Fund 

expects that it will have 75% or more 

of its assets invested in investment 

grade securities, and no more than 25% 

of its assets invested in non-investment 

grade securities. Because the Fund is 

designed to provide exposure to a broad 

range of Asian government and 

corporate bonds, and because the debt 

ratings of the Asian governments and 

those corporate issuers will change from 

time to time, the exact percentage of the 

Fund’s investments in investment grade 

and non-investment grade securities 

will change from time to time in 

response to economic events and 

changes to the credit ratings of the 

Asian government and corporate 

issuers. Within the non-investment 

grade category, some issuers and 

instruments are considered to be of 

lower credit quality and at higher risk 

of default. In order to limit its exposure 

to these more speculative credits, the 

Fund will not invest more than 15% of 

its assets in securities rated B or below 

by Moody’s, or equivalently rated by 

S&P or Fitch. The Fund does not intend 

to invest in unrated securities. However, 

it may do so to a limited extent, such 

as where a rated security becomes 

unrated, if such security is, determined 

by the Adviser and Sub-Adviser to be of 

comparable quality. In determining 

whether a security is of ‘‘comparable 

quality,’’ the Adviser and Sub-Adviser 

will consider, for example, whether the 

issuer of the security has issued other 

rated securities. The Fund will not 

invest in non-U.S. equity securities. 

The Fund intends to invest in Money 

Market Securities in order to help 

manage cash flows in and out of the 

Fund, such as in connection with 

payment of dividends or expenses, and 

to satisfy margin requirements, to 

provide collateral or to otherwise back 

investments in derivative instruments. 

For these purposes, Money Market 

Securities include: short-term, highquality obligations issued or guaranteed 

by the U.S. Treasury or the agencies or 

instrumentalities of the U.S. 

government; short-term, high-quality 

securities issued or guaranteed by nonU.S. governments, agencies and 

instrumentalities; repurchase 

agreements backed by U.S. government 

securities; money market mutual funds; 

and deposits and other obligations of 

U.S. and non-U.S. banks and financial 

institutions. All Money Market 

Securities acquired by the Fund will be 

rated investment grade, except that the 

Fund may invest in unrated Money 

Market Securities that are deemed by 

the Adviser or Sub-Adviser to be of 

comparable quality to money market 

securities rated investment grade. 

The Fund may use derivative 

instruments as part of its investment 

strategies. Examples of derivative 

instruments include listed futures 

contracts,9 forward currency contracts, 

non-deliverable forward currency 

contracts, currency and interest rate 

swaps, currency options, options on 

futures contracts, swap agreements and 

credit-linked notes.10 The Fund’s use of 

derivative instruments (other than 

credit-linked notes) will be 

collateralized or otherwise backed by 

investments in short term, high-quality 

U.S. money market securities. The Fund 

expects that no more than 30% of the 

value of the Fund’s net assets will be 

invested in derivative instruments. Such 

investments will be consistent with the 

Fund’s investment objective and will 

not be used to enhance leverage. 

The Fund may invest in the securities 

of other investment companies 

(including money market funds and 

exchange-traded funds). The Fund may 

invest up to an aggregate amount of 10% 

of its net assets in illiquid securities. 

Illiquid securities include securities 

subject to contractual or other 

restrictions on resale and other 

instruments that lack readily available 

markets. 

Additional details regarding the Trust 

and the Fund, the investment objective 

and strategies, creations and 

redemptions of the Shares, investment 

risks, net asset value (‘‘NAV’’) 

calculation, the dissemination of key 

values and availability of information 

about the underlying assets, trading 

halts, applicable trading rules, 

surveillance, and the Information 

Bulletin, among other things, can be 

found in the Notice and/or the 

Registration Statement, as applicable.11

III. Discussion and Commission’s 

Findings 

After careful consideration, the 

Commission finds that the proposed 

rule change to list and trade the Shares 

of the Fund is consistent with the 

requirements of the Act and the rules 

and regulations thereunder applicable to 

a national securities exchange.12 In 

particular, the Commission finds that 

the proposed rule change is consistent 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 76, No. 36 / Wednesday, February 23, 2011 / Notices 10075 

13 15 U.S.C. 78f(b)(5). 

14 15 U.S.C. 78k–1(a)(1)(C)(iii). 

15The Core Trading Session is 9:30 a.m. to 4:00 

p.m. Eastern time. 

16Under accounting procedures followed by the 

Fund, trades made on the prior business day (‘‘T’’) 

will be booked and reflected in NAV on the current 

business day (‘‘T+1’’). Notwithstanding the 

foregoing, portfolio trades that are executed prior to 

the opening of the Exchange on any business day 

may be booked and reflected in NAV on such 

business day. Accordingly, the Fund will be able to 

disclose at the beginning of the business day the 

portfolio that will form the basis for the NAV 

calculation at the end of the business day. 

17See NYSE Arca Equities Rule 8.600(d)(1)(B). 

18See NYSE Arca Equities Rule 8.600(d)(2)(D). 

Trading in the Shares may also be halted because 

of market conditions or for reasons that, in the view 

of the Exchange, make trading in the Shares 

inadvisable. These may include: (1) The extent to 

which trading is not occurring in the securities and/ 

or the financial instruments comprising the 

Disclosed Portfolio of the Fund; or (2) whether 

other unusual conditions or circumstances 

detrimental to the maintenance of a fair and orderly 

market are present. 

19See Commentary .06 to NYSE Arca Equities 

Rule 8.600. In the event (a) the Adviser or the SubAdviser becomes newly affiliated with a brokerdealer, or (b) any new adviser or sub-adviser 

becomes affiliated with a broker-dealer, they will be 

required to implement a fire wall with respect to 

such broker-dealer regarding access to information 

concerning the composition and/or changes to the 

portfolio. 

20See NYSE Arca Equities Rule 8.600(d)(2)(B)(ii). 

with the requirements of Section 6(b)(5) 

of the Act,13 which requires, among 

other things, that the Exchange’s rules 

be designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

facilitating transactions in securities, 

and to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system. The Commission notes that the 

Shares and Fund must comply with the 

requirements of NYSE Arca Equities 

Rule 8.600, among other Exchange rules, 

to be listed and traded on the Exchange. 

The Commission finds that the 

proposal to list and trade the Shares on 

the Exchange is also consistent with 

Section 11A(a)(1)(C)(iii) of the Act,14

which sets forth Congress’ finding that 

it is in the public interest and 

appropriate for the protection of 

investors and the maintenance of fair 

and orderly markets to assure the 

availability to brokers, dealers, and 

investors of information with respect to 

quotations for, and transactions in, 

securities. Quotation and last-sale 

information regarding the Shares will be 

available via the Consolidated Tape 

Association’s high-speed line. On each 

business day before commencement of 

trading in the Shares in the Core 

Trading Session15 on the Exchange, the 

Trust will disclose on its Web site the 

identities and quantities of the portfolio 

of securities and other assets (‘‘Disclosed 

Portfolio’’) held by the Fund that will 

form the basis for the Fund’s calculation 

of NAV at the end of the business day.16

The Disclosed Portfolio will include, as 

applicable, the names, quantity, 

percentage weighting, and market value 

of Fixed Income Securities and other 

assets held by the Fund and the 

characteristics of such assets. The NAV 

of the Fund’s Shares generally is 

calculated once daily Monday through 

Friday as of the close of regular trading 

on the New York Stock Exchange, 

generally 4:00 p.m. Eastern time. In 

addition, an estimated value that 

reflects an estimated intraday value of 

the Fund’s portfolio, defined in NYSE 

Arca Equities Rule 8.600 as the 

‘‘Portfolio Indicative Value,’’ will also be 

disseminated. The Portfolio Indicative 

Value will be based upon the current 

value for the components of the 

Disclosed Portfolio and will be updated 

and disseminated by one or more major 

market data vendors at least every 15 

seconds during the Core Trading 

Session on the Exchange. In addition, 

during hours when the markets for 

securities in the Fund’s portfolio are 

closed, the Portfolio Indicative Value 

will be updated at least every 15 

seconds during the Core Trading 

Session to reflect currency exchange 

fluctuations. Intra-day and end-of-day 

prices for the Fixed Income Securities, 

Money Market Securities, and derivative 

instruments held by the Fund are 

readily available through major market 

data providers and broker-dealers. The 

Web site for the Fund (http:// 

www.wisdomtree.com) will include a 

form of the prospectus and additional 

data relating to NAV and other 

applicable quantitative information. 

The Commission further believes that 

the proposal to list and trade the Shares 

is reasonably designed to promote fair 

disclosure of information that may be 

necessary to price the Shares 

appropriately and to prevent trading 

when a reasonable degree of 

transparency cannot be assured. The 

Commission notes that the Exchange 

will obtain a representation from the 

issuer of the Shares that the NAV and 

the Disclosed Portfolio will be made 

available to all market participants at 

the same time.17 If the Exchange 

becomes aware that the NAV or 

Disclosed Portfolio with respect to the 

Shares is not disseminated to all market 

participants at the same time, it will halt 

trading in the Shares until such time as 

the NAV or Disclosed Portfolio is 

available to all market participants. 

Further, the Exchange may halt trading 

during the day in which an interruption 

to the dissemination of the Portfolio 

Indicative Value occurs. If the 

interruption to the dissemination of the 

Portfolio Indicative Value persists past 

the trading day in which it occurred, the 

Exchange will halt trading no later than 

the beginning of the trading day 

following the interruption.18 The 

Exchange also represents that the SubAdviser, which is affiliated with 

multiple broker-dealers, has 

implemented a ‘‘fire wall’’ with respect 

to such broker-dealers regarding access 

to information concerning the 

composition and/or changes to the 

Fund’s portfolio. In addition, SubAdviser personnel who make decisions 

regarding the Fund’s portfolio are 

subject to procedures designed to 

prevent the use and dissemination of 

material non-public information 

regarding the Fund’s portfolio.19

Finally, the Commission notes that the 

Reporting Authority that provides the 

Disclosed Portfolio must implement and 

maintain, or be subject to, procedures 

designed to prevent the use and 

dissemination of material non-public 

information regarding the actual 

components of the portfolio.20

The Exchange has represented that 

the Shares are deemed equity securities 

subject to the Exchange’s rules 

governing the trading of equity 

securities. In support of this proposal, 

the Exchange has made representations, 

including the following: 

(1) The Shares will be subject to 

NYSE Arca Equities Rule 8.600, which 

sets forth the initial and continued 

listing criteria applicable to Managed 

Fund Shares. 

(2) The Exchange has appropriate 

rules to facilitate transactions in the 

Shares during all trading sessions. 

(3) The Exchange’s surveillance 

procedures are adequate to properly 

monitor Exchange trading of the Shares 

in all trading sessions and to deter and 

detect violations of Exchange rules and 

applicable Federal securities laws. 

(4) Prior to the commencement of 

trading, the Exchange will inform its 

ETP Holders in an Information Bulletin 

of the special characteristics and risks 

associated with trading the Shares. 

Specifically, the Information Bulletin 

will discuss the following: (a) The 

procedures for purchases and 

redemptions of Shares in Creation Unit 

aggregations (and that Shares are not 

individually redeemable); (b) NYSE 

Arca Equities Rule 9.2(a), which 

imposes a duty of due diligence on its 

ETP Holders to learn the essential facts 

relating to every customer prior to 

mstockstill on DSKH9S0YB1PROD with NOTICES

10076 Federal Register / Vol. 76, No. 36 / Wednesday, February 23, 2011 / Notices 

21See 17 CFR 240.10A–3. 

22 15 U.S.C. 78f(b)(2). 

23 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78f(b)(10). 

4 15 U.S.C. 78l. 5 15 U.S.C. 78f(b)(10)(B). 

trading the Shares; (c) the risks involved 

in trading the Shares during the 

Opening and Late Trading Sessions 

when an updated Portfolio Indicative 

Value will not be calculated or publicly 

disseminated; (d) how information 

regarding the Portfolio Indicative Value 

is disseminated; (e) the requirement that 

ETP Holders deliver a prospectus to 

investors purchasing newly issued 

Shares prior to or concurrently with the 

confirmation of a transaction; and (f) 

trading information. 

(5) A minimum of 100,000 Shares will 

be outstanding at the commencement of 

trading on the Exchange. 

(6) For initial and/or continued 

listing, the Shares must be in 

compliance with Rule 10A–3 under the 

Act.21

This approval order is based on the 

Exchange’s representations. 

For the foregoing reasons, the 

Commission finds that the proposed 

rule change is consistent with the Act 

and the rules and regulations 

thereunder applicable to a national 

securities exchange. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,22 that the 

proposed rule change (SR–NYSEArca– 

2010–116), as modified by Amendment 

No. 1 thereto, be, and it hereby is, 

approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–3984 Filed 2–22–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63918; File No. SR–C2– 

2011–005] 

Self-Regulatory Organizations; C2 

Options Exchange, Incorporated; 

Notice of Filing and Order Granting 

Accelerated Approval of Proposed 

Rule Change to Adopt Supplemental 

Rule (a) to Chapter 4 Relating to Proxy 

Voting 

February 16, 2011. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on February 

10, 2011, the C2 Options Exchange, 

Incorporated (‘‘Exchange’’ or ‘‘C2’’) 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 by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons, and is 

approving the proposed rule change on 

an accelerated basis. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to adopt 

Supplemental Rule (a), Proxy Voting, to 

C2 Chapter 4 in accordance with 

provisions of Section 957 of the DoddFrank Wall Street Reform and Consumer 

Protection Act (the ‘‘Dodd-Frank Act’’). 

The text of the rule proposal is available 

on the Exchange’s Web site (http:// 

www.cboe.org/legal), at the Exchange’s 

Office of the Secretary and at the 

Commission. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization 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 those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Section 957 of the Dodd-Frank Act 

adopted new Section 6(b)(10) of the 

Act,3 which requires the rules of each 

national securities exchange to prohibit 

any member that is not the beneficial 

owner of a security registered under 

Section 12 of the Act 4 from granting a 

proxy to vote the security in connection 

with certain shareholder votes, unless 

the beneficial owner of the security has 

instructed the member to vote the proxy 

in accordance with the voting 

instructions of the beneficial owner. The 

shareholder votes covered by Section 

957 include any vote with respect to (i) 

the election of a member of the board of 

directors of an issuer (except for a vote 

with respect to the uncontested election 

of a member of the board of directors of 

any investment company registered 

under the Investment Company Act of 

1940 (the ‘‘Investment Company Act’’), 

(ii) executive compensation, or (iii) any 

other significant matter, as determined 

by the Commission, by rule.5

Accordingly, in order to carryout the 

requirements of Section 957 of the 

Dodd-Frank Act, the Exchange is 

proposing to adopt Supplemental Rule 

(a) to C2 Chapter 4. Paragraph (1) of the 

proposed rule provides that a C2 Permit 

Holder is prohibited from giving a proxy 

to vote stock that is registered in its 

name, unless: (i) Such Permit Holder is 

the beneficial owner of such stock; (ii) 

pursuant to the written instructions of 

the beneficial owner; or (iii) pursuant to 

the rules of any national securities 

exchange or association of which it is a 

member provided that the records of the 

Permit Holder clearly indicate the 

procedure it is following. The Exchange 

is proposing to adopt these provisions 

because other national securities 

exchanges and associations do allow 

proxy voting under certain limited 

circumstances while the current 

Exchange Rules are silent on such 

matters. Therefore, a C2 Permit Holder 

that is also a member of another 

national securities exchange or 

association may vote shares held for a 

customer when allowed under its 

membership at another national 

securities exchange or association, 

provided that the records of the C2 

Permit Holder clearly indicate the 

procedure it is following. 

Notwithstanding the above, paragraph 

(2) of the proposed rule provides that a 

C2 Permit Holder that is not the 

beneficial owner of a security registered 

under Section 12 of the Act is 

prohibited from granting a proxy to vote 

the security in connection with a 

shareholder vote on the election of a 

member of the board of directors of an 

issuer (except for a vote with respect to 

uncontested election of a member of the 

board of directors of any investment 

company registered under the 

Investment Company Act), executive 

compensation, or any other significant 

matter, as determined by the 

Commission, by rule, unless the 

beneficial owner of the security has 

instructed the Permit Holder to vote the 

proxy in accordance with the voting 

instructions of the beneficial owner. 

mstockstill on DSKH9S0YB1PROD with NOTICES