12780 Federal Register / Vol. 76, No. 45 / Tuesday, March 8, 2011 / Notices 

16 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The term ‘‘inactive nominee’’ means a natural 

person associated with and designated as such by 

a member organization and who has been approved 

for such status and is registered as such with the 

Membership Department. An inactive nominee 

shall have no rights or privileges under a permit 

unless and until said inactive nominee becomes 

admitted as a member of the Exchange pursuant to 

the By-Laws and Rules of the Exchange. An inactive 

nominee merely stands ready to exercise rights 

under a permit upon notice by the member 

organization to the Membership Department on an 

expedited basis. See Exchange Rule 1(i). 

4Pursuant to Exchange By-Law Article XII, 

Section 12–10, a member organization may 

designate an individual as an inactive nominee. To 

be eligible to be an inactive nominee an individual 

must be approved as eligible to hold a permit in 

accordance with the Exchange’s By-Laws and Rules. 

An inactive nominee has no rights and privileges 

of a permit holder until the inactive nominee 

becomes an effective permit holder and all 

applicable Exchange fees are paid. See By-Law 

Article XII, Section 12–10. 

5See Securities Exchange Act Release No. 39851 

(April 10, 1998), 63 FR 19282 (April 17, 1998) (SR– 

Phlx–97–35) (a rule change which subjected 

inactive nominees to the membership application 

process, including fees, including a fee for the 

privilege of maintaining an inactive nominee 

status). 

6See By-Law Article XII, Section 12–10. 

7An inactive nominee is also assessed the 

Application and Initiation Fees when such person 

applies to be an inactive nominee. Such fees are 

reassessed if there is a lapse in the inactive 

nominee’s membership status. However, an inactive 

nominee would not be assessed the Application and 

Initiation Fees if such inactive nominee applied for 

membership without a lapse in that individual’s 

association with a particular member organization. 

See Securities Exchange Act Release No. 63780 

(January 26, 2011), 76 FR 5846 (February 2, 2011) 

(SR–Phlx–2011–07). See also By-Law Article XII, 

Section 12–10. 

8Originally, the inactive nominee was defined in 

Exchange Rule 21, but the definition was later 

moved to the definitions section in Rule 1. 

9 15 U.S.C. 78f(b). 

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

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–5186 Filed 3–7–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–64010; File No. SR–Phlx– 

2011–26] 

Self-Regulatory Organizations; 

NASDAQ OMX PHLX LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Relating to 

Inactive Nominee Fee 

March 2, 2011. 

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 February 

22, 2011, NASDAQ OMX PHLX LLC 

(‘‘Phlx’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Items I, II, 

and III, 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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend its 

Fee Schedule to memorialize its Inactive 

Nominee 3 Fee. The text of the proposed 

rule change is available on the 

Exchange’s Web site at http:// 

nasdaqtrader.com/ 

micro.aspx?id=PHLXfilings, at the 

principal office of the Exchange, on the 

Commission’s Web site at http:// 

www.sec.gov, and at the Commission’s 

Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange 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. The 

Exchange 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 the proposed rule 

change is to memorialize the Inactive 

Nominee Fee in the Exchange’s Fee 

Schedule. 

The Exchange currently assesses a 

member organization an Inactive 

Nominee Fee of $500 to maintain an 

individual’s inactive nominee status for 

a six month period, as provided for in 

Exchange By-Law Article XII, Section 

12–10.4 The member organization is 

required to pay a fee for the privilege of 

maintaining the inactive nominee status 

of an individual.5 An inactive 

nominee’s status terminates after six 

months unless it has been reaffirmed in 

writing by the Member Organization or 

is terminated sooner.6 An inactive 

nominee is assessed the $500 fee every 

time the status is reaffirmed.7

The Exchange has assessed the 

Inactive Nominee Fee of $500 since the 

inception of the inactive nominee 

category.8 This fee was administered 

pursuant to By-Law Article XII, Section 

12–10, and never appeared in the 

Exchange’s Fee Schedule. In recent 

years, the Exchange has memorialized 

additional fees within the Fee Schedule 

to create a centralized location for fees. 

The Exchange desires to memorialize 

this fee in the Fee Schedule and to make 

clear which membership fees an 

Inactive Nominee Fee [sic] would be 

assessed and when an inactive nominee 

would be assessed such fees by adding 

explanatory text to the Fee Schedule. 

2. Statutory Basis 

The Exchange believes that its 

proposal to amend its Fee Schedule is 

consistent with Section 6(b) of the Act 9

in general, and furthers the objectives of 

Section 6(b)(4) of the Act 10 in 

particular, in that it is an equitable 

allocation of reasonable fees and other 

charges among Exchange members and 

other persons using its facilities. 

The Exchange believes that it is 

reasonable to memorialize the Inactive 

Nominee Fee on the Exchange’s Fee 

Schedule so the fee is transparent to all 

members. While the Exchange has been 

assessing the Inactive Nominee Fee 

since 1998, the fee was administered 

pursuant to By-Law Article XII, Section 

12–10 and was not located on the Fee 

Schedule. The Exchange believes that 

placing the fee on the Fee Schedule 

would summarize all the membership 

fees in one location and clarify all the 

fees an individual is subject to for the 

privilege of maintain [sic] an inactive 

nominee status. 

The Exchange believes that it is 

equitable to place the Inactive Nominee 

Fee on the Fee Schedule because it 

uniformly impacts all inactive nominees 

as they are all subject to the Inactive 

Nominee Fee. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange 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. 


srobinson on DSKHWCL6B1PROD with NOTICES
Federal Register / Vol. 76, No. 45 / Tuesday, March 8, 2011 / Notices 12781 

11 15 U.S.C. 78s(b)(3)(A)(ii). 

12 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. 78s(b)(3)(A)(iii). 

4 17 CFR 240.19b–4(f)(6). 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

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)(ii) of the Act.11 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. If the Commission 

takes such action, the Commission shall 

institute proceedings to determine 

whether the proposed rule should be 

approved or 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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–Phlx–2011–26 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–Phlx–2011–26. 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 (http://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 the principal office of the 

Exchange. 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–Phlx– 

2011–26 and should be submitted on or 

before March 29, 2011. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–5142 Filed 3–7–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–64006; File No. SR–MSRB– 

2011–01] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Notice of Filing and Immediate 

Effectiveness of Amended and 

Restated Articles of Incorporation of 

Municipal Securities Rulemaking 

Board 

March 2, 2011. 

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

Securities Exchange Act of 1934 1 and 

Rule 19b–4 thereunder,2 notice is 

hereby given that on February 18, 2011, 

the Municipal Securities Rulemaking 

Board (‘‘Board’’ or ‘‘MSRB’’) filed with 

the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

the proposed rule change as described 

in Items I, II, and III below, which Items 

have been prepared by the MSRB. The 

MSRB has filed the proposal as a ‘‘noncontroversial’’ rule change pursuant to 

Section 19(b)(3)(A)(iii),3 and Rule 19b– 

4(f)(6) thereunder,4 which renders the 

proposal 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 MSRB is filing with the SEC a 

proposed rule change consisting of an 

Amended and Restated Articles of 

Incorporation. 

The text of the proposed rule change 

is available on the MSRB’s Web site at 

http://www.msrb.org/Rules-andInterpretations/SEC–Filings/2011– 

Filings.aspx, at the MSRB’s principal 

office, and at the Commission’s Public 

Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

MSRB 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. The Board 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 the proposed rule 

change is to make changes to the 

Articles of Incorporation as are 

necessary and appropriate in order to 

comply with Section 15B of the 

Securities Exchange Act of 1934, 15 

U.S.C. 78o–4, as amended by the DoddFrank Wall Street Reform and Consumer 

Protection Act, Public Law 111–203, 

§ 975, 124 Stat. 1376 (2010) (the ‘‘DoddFrank Act’’), and MSRB transitional Rule 

A–3(i). The MSRB established 

transitional Rule A–3(i) in order to 

comply with the Dodd-Frank Act. The 

transitional rule sets forth a two-year 

transitional period, commencing on 

October 1, 2010 and concluding on 

September 30, 2012. During this 

transitional period, the MSRB will 

maintain a Board of Directors of 21 

members, including 11 public members 

and 10 members representing MSRBregulated entities. The proposed 

amendments to the Articles of 

Incorporation provide that the new 

Board of Director class that will 

commence service on October 1, 2011, 


srobinson on DSKHWCL6B1PROD with NOTICES