Federal Register / Vol. 76, No. 61 / Wednesday, March 30, 2011 / Notices 17733 

17 15 U.S.C. 78s(b)(2). 

18See supra note 7 

19 15 U.S.C. 78s(b)(2). 

20 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 17 CFR 240.19b–4(f)(6). 

4As noted other options exchanges have similar 

rules, see e.g. CBOE Rule 9.11. 

5 Id. at Rule 9.18. 

otherwise qualify for an exception from 

any item under Rule 862. The 

Commission believes this provision will 

make clear that any past practice or 

interpretation that may have permitted 

a broker vote on an executive 

compensation matter, under existing 

rules, will no longer be applicable and 

is superseded by the newly adopted 

provisions. 

Finally, the Commission notes that 

the change to reflect that Phlx rules 

prohibit not only the giving of a proxy, 

but also the authorization of the proxy, 

should help to clarify the intent of Phlx 

proxy rules and is consistent with the 

requirements of Section 6 of the Act. 

Based on the above, the Commission 

believes that the Phlx’s proposal will 

further the purposes of Sections 6(b)(5) 

and 6(b)(10) of the Act by ensuring that 

brokers, holding shares on behalf of 

beneficial owners, are not voting 

uninstructed shares on matters relating 

to executive compensation, which 

should enhance corporate 

accountability to shareholders. The rule 

filing should also serve to fulfill the 

Congressional intent in adopting 

Section 6(b)(10) of the Act. 

The Commission also finds good 

cause, pursuant to Section 19(b)(2) of 

the Act,17 for approving the proposed 

rule change prior to the 30th day after 

the date of publication of notice in the 

Federal Register. As noted above, 

Section 6(b)(10) of the Act, enacted 

under Section 957 of the Dodd-Frank 

Act, does not provide for a transition 

phase, and requires rules of national 

securities exchanges to prohibit, among 

other things, broker voting on executive 

compensation. The Commission 

believes that good cause exists to grant 

accelerated approval to the Exchange’s 

proposal, because it will conform Phlx 

Rule 862 to the requirements of Section 

6(b)(10) of the Act. Moreover, the 

Commission notes that the proposed 

changes are based on NYSE Rule 452.18

V. Conclusion 

It is therefore ordered, pursuant to 

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

proposed rule change (SR–Phlx–2011– 

03) be, and it hereby is, approved on an 

accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–7415 Filed 3–29–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–64120; File No. SR–BX– 

2011–015] 

Self-Regulatory Organizations; 

NASDAQ OMX BX, Inc.; Notice of Filing 

and Immediate Effectiveness of 

Proposed Rule Change To Amend 

Chapter XI of the BOX Trading Rules 

To Harmonize Them With Rules of the 

Financial Industry Regulatory 

Authority, Inc. and Other Options 

Exchanges 

March 24, 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 March 11, 

2011, NASDAQ OMX BX, Inc. (‘‘SelfRegulatory Organization’’ or ‘‘SRO’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been substantially prepared by the 

SRO. The SRO has designated the 

proposed rule change as constituting a 

‘‘non-controversial’’ rule change under 

paragraph (f)(6) of Rule 19b–4 under the 

Act,3 which renders the proposal 

effective upon receipt of the filing. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The SRO proposes to amend Chapter 

XI of the Boston Options Exchange 

Group, LLC (‘‘BOX’’) Trading Rules to 

harmonize them with Rules of the 

Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) and other 

options exchanges. The text of the 

proposed rule change is available from 

the principal office of the SRO, at the 

Commission’s Public Reference Room 

and also on the SRO’s Internet Web site 

at http:// 

nasdaqomxbx.cchwallstreet.com/ 

NASDAQOMXBX/Filings/. 

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 

SRO 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 SRO 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 

Pursuant to Rule 17d–2 under the Act, 

the Exchange, BATS Exchange, Inc., 

Chicago Board Options Exchange, Inc. 

(‘‘CBOE’’), C2 Options Exchange, 

Incorporated, the International 

Securities Exchange, LLC, FINRA, New 

York Stock Exchange LLC, NYSE Amex 

LLC, NYSE Arca, Inc., The NASDAQ 

Stock Market LLC, and NASDAQ OMX 

PHLX, Inc. (collectively the ‘‘Options 

Self Regulatory Council’’), entered into 

an agreement, dated February 9, 2010, 

(the ‘‘17d–2 Agreement’’) to allocate 

regulatory responsibility for common 

rules. By this proposal, the SRO seeks 

to standardize certain rules with 

FINRA’s rules pursuant to the terms of 

the 17d–2 Agreement. 

First, the SRO proposes to amend its 

confirmation rule, BOX Rule Chapter XI, 

Section 13, to add a requirement that 

confirmations disclose whether the 

transaction was an opening or closing 

transaction to harmonize the rule with 

FINRA Rule 2360(b)(12) and the rule of 

other options exchanges.4

Second, in order to maintain 

substantial similarity with FINRA rules, 

the SRO proposes to amend BOX Rule 

Chapter XI, Section 20 to clarify that the 

prohibition against guarantees also 

applies to persons associated with a 

Participant and to delete the language of 

BOX Rule Chapter XI, Section 21 related 

to profit sharing of a customer account, 

and replace it with the language of 

FINRA Rule 2150(c),5 Sharing in 

Accounts; Extent Permissible. FINRA 

Rule 2150(c) contains the same 

prohibition against sharing in accounts 

as BOX Rule Chapter XI, Section 21, but 

with additional limited exceptions. The 

general prohibition contained in BOX 

Rule Chapter XI, Section 21 against 

sharing in the profits or losses of a 

customer account is currently covered 

by the 17d–2 Agreement. However, the 

limited exceptions of FINRA Rule 

2150(c) are not covered by the 17d–2 

Agreement. The Exchange proposes to 

add those limited exceptions to BOX 

Rule Chapter XI, Section 21 to 

harmonize its rule with the FINRA rule 

and add those limited exceptions 

WReier-Aviles on DSKGBLS3C1PROD with NOTICES

17734 Federal Register / Vol. 76, No. 61 / Wednesday, March 30, 2011 / Notices 

6 Id. at Rule 9.21. 

7 15 U.S.C. 78f(b). 

8 15 U.S.C. 78f(b)(5). 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f)(6). 

11As required under Rule 19b-4(f)(6)(iii), the 

Exchange provided the Commission with written 

notice of its intent to file the proposed rule change, 

along with a brief description and the text of the 

proposed rule change, at least five business days 

prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. 12 17 CFR 200.30–3(a)(12). 

pursuant to the 17d–2 Agreement. The 

portion of the rule prohibiting the 

guarantee of a customer against loss is 

being amended to clarify that it applies 

not only to Order Flow Providers but 

also to persons associated with 

Participants. 

Third, the SRO proposes to amend its 

options communication rule, BOX Rule 

Chapter XI, Section 24, by deleting the 

term ‘‘market letters’’ in the definition of 

‘‘sales literature’’ and adding the term 

‘‘market letters’’ to the definition of 

‘‘correspondence’’ to harmonize the rule 

with FINRA Rule 2220 and NASD Rule 

2210(a)(2).6

2. Statutory Basis 

The SRO believes that the proposal is 

consistent with the requirements of 

Section 6(b) of the Act,7 in general, and 

Section 6(b)(5) of the Act,8 in particular, 

in that it is designed to promote just and 

equitable principles of trade, to foster 

cooperation and coordination with 

persons engaged in facilitating 

transactions in securities, to prevent 

fraudulent and manipulative acts, to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system and, in 

general, to protect investors and the 

public interest. Specifically, the 

proposed rule changes, by harmonizing 

BOX Trading Rules with FINRA Rules 

and the rules of other options 

exchanges, would provide Participants 

with a clearer regulatory scheme. The 

SRO further notes that the proposed rule 

changes are neither novel nor 

controversial and are modeled on 

existing rules. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The SRO 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 

The SRO has neither solicited nor 

received comments on the proposed 

rule change. 

III. Basis for Summary Effectiveness 

Pursuant to Section 19(b)(3) or for 

Accelerated Effectiveness Pursuant to 

Section 19(b)(2) 

This proposed rule change is filed 

pursuant to paragraph (A) of section 

19(b)(3) of the Exchange Act 9 and Rule 

19b–4(f)(6) thereunder.10 This proposed 

rule change does not significantly affect 

the protection of investors or the public 

interest, does not impose any significant 

burden on competition, and, by its 

terms, does not become operative for 30 

days after the date of the filing, or such 

shorter time as the Commission may 

designate if consistent with the 

protection of investors and the public 

interest. Because the rule change is 

based upon rules in place at FINRA and 

other options exchanges, and does not 

present any novel issues, and is 

intended to maintain consistency among 

the exchanges, the SRO requests that the 

Commission waive the 30-day operative 

delay period for ‘‘non-controversial’’ 

proposals and make the proposed rule 

change effective and operative upon 

filing.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 the 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or would otherwise further 

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–BX–2011–015 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–BX–2011–015. 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, on official business 

days between the hours of 10 a.m. and 

3 p.m., located at 100 F Street, NE., 

Washington, DC 20549. Copies of such 

filing also will be available for 

inspection and copying at the principal 

office of the SRO. 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–BX–2011–015 and should 

be submitted on or before April 20, 

2011. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–7398 Filed 3–29–11; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF STATE 

[Public Notice: 7387] 

30-Day Notice of Proposed Information 

Collection: Form DS–1998E, Foreign 

Service Officer Test Registration Form, 

OMB Control Number 1405–0008 

ACTION: Notice of request for public 

comment and submission to OMB of 

proposed collection of information. 

SUMMARY: The Department of State has 

submitted the following information 

collection request to the Office of 

Management and Budget (OMB) for 

WReier-Aviles on DSKGBLS3C1PROD with NOTICES