21084 Federal Register / Vol. 76, No. 72 / Thursday, April 14, 2011 / Notices 

4 15 U.S.C. 78s(b)(2). 

5 15 U.S.C. 78s(b)(2)(A)(ii)(I). 

6 17 CFR 200.30–3(a)(31). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 64075 

(March 11, 2011), 76 FR 14702 (‘‘Notice’’). 

4 15 U.S.C. 78s(b)(1). 

5 15 U.S.C. 78s(b)(2)(A)(ii)(I). 

6 17 CFR 200.30–3(a)(31). 

1 15 U.S.C. 78s(b)(2). 

2 17 CFR 240.19b–4. 

3On February 22, 2010, the Commission 

approved a proposed rule change that amends the 

FINRA Rule 6700 Series to define Asset-Backed 

Securities as TRACE-Eligible Securities and to 

require members to report transactions in such 

securities to TRACE, and, concomitantly, FINRA 

Rule 7730, to establish reporting fees for 

transactions in such securities. See Securities 

Exchange Act Release No. 61566 (February 22, 

2010), 75 FR 9262 (March 1, 2010) (Order 

Approving File No. SR–FINRA–2009–065) (‘‘TRACE 

ABS filing’’) and Regulatory Notice 10–23 (April 

2010). The rule amendments in the TRACE ABS 

filing currently are anticipated to become effective 

on May 16, 2011. See Securities Exchange Act 

Release No. 63223 (November 1, 2010), 75 FR 68654 

(November 8, 2010) (Notice of Filing and Immediate 

Effectiveness of SR–FINRA–2010–054 to Extend the 

Implementation Period for SR–FINRA–2009–065); 

Regulatory Notice 10–55 (October 2010) 

(establishing May 16, 2011 as the effective date). 

4See Securities Exchange Act Release No. 64084 

(March 16, 2011), 76 FR 15352 (‘‘Notice’’). 

5 15 U.S.C. 78s(b)(1). 

Section 19(b)(2) of the Act 4 provides 

that within 45 days of the publication of 

notice of the filing of a proposed rule 

change, or within such longer period up 

to 90 days as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or as to which the 

self-regulatory organization consents, 

the Commission shall either approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether the 

proposed rule change should be 

disapproved. The 45th day for this filing 

is April 18, 2011. 

The Commission is hereby extending 

the 45-day period for Commission 

action on the proposed rule change. The 

Commission finds that it is appropriate 

to designate a longer period within 

which to take action on the proposed 

rule change. In particular, the extension 

of time will ensure that the Commission 

has sufficient time to consider and take 

action on the Exchange’s proposal. 

Accordingly, pursuant to Section 

19(b)(2)(A)(ii)(I) of the Act 5 and for the 

reasons stated above, the Commission 

designates June 2, 2011, as the date by 

which the Commission should either 

approve or disapprove, or institute 

proceedings to determine whether to 

disapprove, the proposed rule change 

File No. SR–Phlx–2011–13. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–9046 Filed 4–13–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–64282; File No. SR–Phlx– 

2011–28] 

Self-Regulatory Organizations; 

NASDAQ OMX PHLX LLC; Notice of 

Designation of a Longer Period for 

Commission Action on a Proposed 

Rule Change To Expand the Number of 

Components in the PHLX Oil Service 

SectorSM Known as OSXSM, on Which 

Options Are Listed and Traded 

April 8, 2011. 

I. Introduction 

On March 2, 2011, NASDAQ OMX 

PHLX LLC (the ‘‘Exchange’’ or ‘‘Phlx’’) 

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 expand the number of 

components in the PHLX Oil Service 

SectorSM (the ‘‘Index’’ or ‘‘OSX’’SM) and 

to change the Index weighting 

methodology. The proposed rule change 

was published for comment in the 

Federal Register on March 17, 2011.3

The Commission received no comments 

on the proposal. 

Section 19(b)(2) of the Act 4 provides 

that within 45 days of the publication of 

notice of the filing of a proposed rule 

change, or within such longer period up 

to 90 days as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or as to which the 

self-regulatory organization consents, 

the Commission shall either approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether the 

proposed rule change should be 

disapproved. The 45th day for this filing 

is May 1, 2011. 

The Commission is hereby extending 

the 45-day period for Commission 

action on the proposed rule change. The 

Commission finds that it is appropriate 

to designate a longer period within 

which to take action on the proposed 

rule change so that it has sufficient time 

to consider the proposed rule change, 

which relates to the addition of 

components to the Index and a change 

to the Index weighting methodology. 

Accordingly, pursuant to Section 

19(b)(2)(A)(ii)(I) of the Act 5 and for the 

reason stated above, the Commission 

designates June 15, 2011, as the date by 

which the Commission should either 

approve or disapprove, or institute 

proceedings to determine whether to 

disapprove, the proposed rule change 

File No. SR–Phlx–2011–28. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–9047 Filed 4–13–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–64283; File No. SR–FINRA– 

2011–012] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Designation 

of a Longer Period for Commission 

Action on Proposed Rule Change 

Relating to TRACE Reporting of AssetBacked Securities 

April 8, 2011. 

I. Introduction 

On March 3, 2011, the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’) 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 that would amend 

the FINRA Rule 6700 Series and FINRA 

Rule 7730 to prepare for the reporting of 

Asset-Backed Securities transactions to 

TRACE.3 The proposed rule change was 

published for comment in the Federal 

Register on March 21, 2011.4

Section 19(b)(2) of the Act 5 provides 

that, within 45 days of the publication 

of notice of the filing of a proposed rule 

change, or within such longer period up 

to 90 days as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or as to which the 

self-regulatory organization consents, 

the Commission shall either approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether the 

proposed rule change should be 

disapproved. The 45th day for this filing 

is May 5, 2011. 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 76, No. 72 / Thursday, April 14, 2011 / Notices 21085 

6 15 U.S.C. 78s(b)(2)(A)(ii)(I). 

7 17 CFR 200.30–3(a)(31). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 63925 

(February 17, 2011), 76 FR 10418 (February 24, 

2011) (‘‘Notice’’). 

4See Securities Exchange Act Release No. 62783 

(August 27, 2010), 75 FR 54204 (September 3, 2010) 

(SR–Phlx–2010–104). 

5See Securities Exchange Act Release No. 61876 

(April 8, 2010), 75 FR 19436 (April 14, 2010) (SR– 

NASDAQ–2010–025). 6See Berlin v. Emerald Partners, 552 A.2d 482 

494 (Del Supr. 1988). 7 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. 15 U.S.C. 78c(f). 8 15 U.S.C. 78f. 

9 15 U.S.C. 78f(b)(1). 

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

The Commission is hereby extending 

the 45-day period for Commission 

action on the proposed rule change. The 

Commission finds that it is appropriate 

to designate a longer period within 

which to take action on the proposed 

rule change. The extension of time will 

ensure that the Commission has 

sufficient time to consider and take 

action on the Exchange’s proposal. 

Accordingly, pursuant to Section 

19(b)(2)(A)(ii)(I) of the Act 6 and for the 

reasons stated above, the Commission 

designates June 19, 2011, as the date by 

which the Commission should either 

approve or disapprove, or institute 

proceedings to determine whether to 

disapprove, the proposed rule change 

File No. SR–FINRA–2011–012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–9048 Filed 4–13–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–64285; File No. SR– 

NASDAQ–2011–025] 

Self-Regulatory Organizations; 

NASDAQ Stock Market, LLC; Order 

Approving Proposed Rule Change To 

Amend The NASDAQ OMX Group, Inc. 

By-Laws 

April 8, 2011. 

I. Introduction 

On February 8, 2011, The NASDAQ 

Stock Market LLC (‘‘NASDAQ’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (the ‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

amend the By-Laws of its parent 

corporation, The NASDAQ OMX Group, 

Inc. (‘‘NASDAQ OMX’’). The proposed 

rule change was published for comment 

in the Federal Register on February 24, 

2011.3 The Commission received no 

comments on the proposal. This order 

approves the proposed rule change. 

II. Description of the Proposal 

NASDAQ proposes amending the ByLaws of NASDAQ OMX to: (i) Amend 

the name of the Nominating Committee 

to the Nominating & Governance 

Committee; (ii) amend the NASDAQ 

OMX PHLX, Inc. reference to reflect a 

recent conversion to a limited liability 

company; and (iii) clarify By-Law 

Article IV, Section 4.4 that broker 

nonvotes are not counted as a vote cast 

either ‘‘for’’ or ‘‘against’’ a Director. 

Currently, NASDAQ OMX By-Laws 

provide for a Nominating Committee 

that is appointed pursuant to the ByLaws. In addition to the responsibilities 

listed in By-Law Article IV, Section 

4.13(h), NASDAQ states that the 

Nominating Committee also conducts 

certain governance functions such as 

consulting with the Board and the 

management to determine the 

characteristics, skills and experience 

desired for the Board as a whole and for 

its individual members, overseeing the 

annual director evaluation, and 

reviewing the overall effectiveness of 

the Board. 

Accordingly, the Exchange proposes 

to rename and change all references to 

the ‘‘Nominating Committee’’ in the ByLaws, to the ‘‘Nominating & Governance 

Committee’’ so that the title of the 

committee accurately reflects all of its 

current functions, including those that 

are deemed governance functions. 

NASDAQ’s proposal to rename the 

Nominating Committee would not 

change the function of the committee, 

but is intended to clarify the current 

functions and its governance role with 

respect to the Board selection process. 

Additionally, NASDAQ proposes to 

amend Article 1, Section (o) of 

NASDAQ OMX’s By-Laws to change the 

reference to ‘‘NASDAQ OMX PHLX, 

Inc.’’ to ‘‘NASDAQ OMX PHLX LLC’’ to 

reflect a recently filed rule change to 

NASDAQ OMX PHLX, Inc. from a 

Delaware corporation to a Delaware 

limited liability company.4

Finally, NASDAQ proposes to add the 

words ‘‘and broker nonvotes’’ to 

NASDAQ OMX’s By-Law Article IV, 

Section 4.4 to make clear that broker 

nonvotes will not be counted as a vote 

cast either ‘‘for’’ or ‘‘against’’ that 

director’s election. In its filing, 

NASDAQ noted that NASDAQ OMX’s 

past practice has been to not count a 

broker nonvote as a vote cast either for 

or against a director’s election. 

Accordingly, this change would clarify 

this practice by codifying it into the ByLaws. 

NASDAQ also stated that in 2010, 

NASDAQ OMX amended its By-Laws to 

state that in an uncontested election, a 

majority voting standard would apply to 

the election of its directors, requiring 

directors to be elected by the holders of 

a majority of the votes cast at any 

meeting for the election of directors at 

which a quorum is present in an 

uncontested election.5 A plurality 

standard would still remain in a 

contested election. In its filing, 

NASDAQ noted that, the practice of not 

counting a broker nonvote as a vote cast 

either for or against a director’s election 

will remain unchanged by the 

amendment to a majority vote standard. 

In support of this change, in its filing 

NASDAQ states that under Delaware 

case law, broker nonvotes are not 

considered as votes cast for or against a 

proposal or director nominee.6

III. Discussion and Commission’s 

Findings 

After carefully reviewing the 

proposed rule change, the Commission 

finds that the proposed rule change is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange.7 In particular, the 

Commission finds that the proposal is 

consistent with Section 6(b) of the Act,8

in general, and furthers the objectives of 

Sections 6(b)(1) 9 of the Act, in 

particular, in that it is designed to 

enable the Exchange to be so organized 

as to have the capacity to be able to 

carry out the purposes of the Act. In 

addition, the Commission finds that the 

proposal is consistent with Section 

6(b)(5) 10 of the Act in that it is 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 regulating, clearing, 

settling, processing information with 

respect to, and facilitating transactions 

in securities, 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. 

The Commission believes that the 

proposed amendments to NASDAQ 

OMX’s By-Laws by changing the name 

of the Nominating Committee to the 

Nominating and Governance 

Committee, and amending references to 

mstockstill on DSKH9S0YB1PROD with NOTICES