Federal Register / Vol. 77, No. 61 / Thursday, March 29, 2012 / Notices 19041 

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

2 17 CFR 240.19b–4. 

JESOP is a party (each a ‘‘Section 17 

Transaction’’) will be effected only if the 

Investment Manager determines that: 

(a) The terms of the Section 17 

Transaction, including the 

consideration to be paid or received, are 

fair and reasonable to the Members of 

JESOP and do not involve overreaching 

of JESOP or its Members on the part of 

any person concerned; 

(b) the Section 17 Transaction is 

consistent with the interests of the 

Members of JESOP, JESOP’s constitutive 

documents, and JESOP’s reports to its 

Members; and 

(c) the Section 17 Transaction is 

undertaken only in connection with the 

Termination. 

The Investment Manager will record 

and preserve a description of all Section 

17 Transactions, its findings, the 

information or materials upon which its 

findings are based, and the basis 

therefor. All such records will be 

maintained for the life of JESOP, and at 

least six years thereafter, and will be 

subject to examination by the 

Commission and its staff. All such 

records will be maintained in an easily 

accessible place for at least the first two 

years after such a transaction. 

2. If JESOP makes purchases or sales 

from or to an entity affiliated with 

JESOP because an officer, director or 

employee of the Jefferies Group either: 

(a) Serves as an officer, director, general 

partner or investment adviser of the 

entity, or (b) has a 5% or more 

investment in the entity, such 

individual will not participate in 

JESOP’s determination of whether or not 

to effect the purchase or sale. Any such 

purchase or sale will be made only in 

connection with the Termination. 

3. The Investment Manager will 

adopt, and periodically review and 

update, procedures designed to ensure 

that reasonable inquiry is made, prior to 

the consummation of any Section 17 

Transaction, that (a) the Section 17 

Transaction is only effected to facilitate 

the Termination, and (b) the possible 

involvement in the Section 17 

Transaction of any affiliated person or 

promoter of or principal underwriter for 

JESOP or any affiliated person of such 

person, promoter or principal 

underwriter, is made in accordance with 

these conditions. 

4. The Investment Manager will not 

invest the funds of JESOP in any 

securities other than Series E Interests of 

Holdings, shares of money market funds 

registered under the Act, and ‘‘eligible 

securities,’’ as that term is defined in 

rule 2a–7 under the Act. 

5. The Managing Member will send, 

or cause to be sent, to each person who 

was a Member in JESOP at any time 

during the fiscal year then ended, 

JESOP’s financial statements audited by 

independent accountants. At the end of 

each fiscal year, as of that year end, the 

Managing Member will make or have a 

valuation made of all the assets of 

JESOP. In addition, within 90 days after 

the end of each fiscal year of JESOP, or 

as soon as practicable thereafter, the 

Managing Member of JESOP shall send, 

or cause to be sent, a report to each 

person who was a Member at any time 

during the fiscal year then ended, 

setting forth such tax information as 

shall be necessary for the preparation by 

the Member of his or her federal and 

state income tax returns, and a report of 

the investment activities of JESOP 

during such fiscal year. 

6. JESOP, the Managing Member and 

the Investment Manager will maintain 

and preserve, for the life of JESOP and 

at least six years thereafter, such 

accounts, books, and other documents 

as constitute the record forming the 

basis for the audited financial 

statements and annual reports of JESOP 

to be sent to the Members, and agree 

that all such records will be subject to 

examination by the Commission and its 

staff. All such records will be 

maintained in an easily accessible place 

for at least the first two years. 

7. The requested relief will terminate 

on March 29, 2013 and after that date 

JESOP will not rely on any Commission 

rule under the Act that provides relief 

permitting the operation of employees’ 

securities companies as such term is 

defined in section 2(a)(13) of the Act. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–7519 Filed 3–28–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66651; File No. SR–C2– 

2012–010] 

Self-Regulatory Organizations; C2 

Options Exchange, Incorporated; 

Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend Its Fees Schedule 

March 23, 2012. 

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 March 19, 

2012, C2 Options Exchange, 

Incorporated (the ‘‘Exchange’’ or ‘‘C2’’) 

filed with the Securities and Exchange 

Commission (the ‘‘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 

Fees Schedule. The text of the proposed 

rule change is available on the 

Exchange’s Web site (http://www.

c2exchange.com/Legal/), at the 

Exchange’s Office of the Secretary, 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 Exchange proposes to amend a 

number of its application-related fees, as 

listed below: 

Fee 

Current 

fee 

amount 

Proposed 

new fee 

amount 

Application Fee (Organizations) ........... $4,000 $5,000 

Application Fee 

(Sole-Proprietors) .. 2,500 3,000 

Engage in Customer 

Business ................ 2,500 3,000 

Associated Person .... 350 500 

Renewal (Organizations) ..................... 2,000 2,500 

Statutory Disqualification ........................ 2,750 5,000 

Fingerprint ................. 50 60 

The costs of processing these 

applications and activities have 

increased, and the Exchange therefore 

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19042 Federal Register / Vol. 77, No. 61 / Thursday, March 29, 2012 / Notices 

3See CBOE Fees Schedule, Section 11. 

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

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

6See Note 3. 

7 15 U.S.C. 78s(b)(3)(A). 

8 17 CFR 240.19b–4(f). 

9 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

proposes increasing the fees in order to 

recoup such costs. Further, these 

changes will make these fee amounts 

equivalent to corresponding fees on the 

Chicago Board Options Exchange, 

Incorporated (‘‘CBOE’’).3

The Exchange also proposes waiving 

Renewal fees for a six-month period 

beginning on April 1, 2012. The 

Renewal fee is assessed to organizations 

and sole proprietorships that were once 

C2 Trading Permit Holders but gave up 

their trading permits, and now want to 

return. The Exchange proposes waiving 

the Renewal fee for a six-month period 

beginning on April 1, 2012 in order to 

provide an incentive to former C2 

Trading Permit Holders to return to C2. 

The proposed changes are to take 

effect April 1, 2012. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the Act 

and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.4 Specifically, 

the Exchange believes the proposed rule 

change is consistent with Section 6(b)(4) 

of the Act,5 which provides that 

Exchange rules may provide for the 

equitable allocation of reasonable dues, 

fees, and other charges among its 

Trading Permit Holders and other 

persons using its facilities. The 

proposed increases in TPH Application 

fees are reasonable because such 

increases are necessary to cover the 

increased costs of processing such 

applications and activities. The 

proposed increases in TPH Application 

fees are equitable and not unfairly 

discriminatory because they apply 

equally to all qualifying market 

participants. Further, these changes will 

make these fee amounts equivalent to 

corresponding fees on CBOE.6

The proposed waiver of the Renewal 

fees for a six-month period beginning on 

April 1, 2012 is reasonable because it 

will permit former C2 Trading Permit 

Holders to avoid having to pay a fee 

they would otherwise have to pay to 

return to C2. The proposed waiver of the 

Renewal fees for a six-month period 

beginning on April 1, 2012 is equitable 

and not unfairly discriminatory because 

it will apply equally to all former C2 

Trading Permit Holders who wish to 

return to C2. Moreover, this waiver will 

encourage former C2 Trading Permit 

Holders to return to C2, which will in 

turn bring greater liquidity and more 

trading opportunities for all market 

participants. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

C2 does not believe that the proposed 

rule change will impose any burden on 

competition that is 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 Exchange neither solicited nor 

received comments on the proposed 

rule change. 

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) 7 of the Act and paragraph (f) 

of Rule 19b–4 8 thereunder. 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. 

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 email to rulecomments@sec.gov. Please include File 

Number SR–C2–2012–010 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–C2–2012–010. This file 

number should be included on the 

subject line if email 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 

will also 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 No. SR–C2–2012– 

010 and should be submitted on or 

before April 19, 2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–7525 Filed 3–28–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66645; File No. SR–PHLX– 

2012–37] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by NASDAQ 

OMX PHLX LLC Relating to the 

Proprietary Traders Qualification 

Examination (‘‘Series 56’’) 

March 22, 2012. 

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 March 21, 

2012, 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 

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