Self-Regulatory Organizations; Options Clearing Corporation; Notice of Filing of Proposed Rule Change To Adopt Fitness Standards for Directors, Clearing Members, and Others, 58061-58063 [2011-23976]

Download as PDF mstockstill on DSK4VPTVN1PROD with NOTICES Federal Register / Vol. 76, No. 181 / Monday, September 19, 2011 / Notices voting securities, as defined in the Act, or in the case of a Fund whose public shareholders purchase shares on the basis of a prospectus containing the disclosure contemplated by condition 2 below, by the initial shareholder(s) before offering shares of that Fund to the public. 2. Each Fund relying on the requested order will disclose in its prospectus the existence, substance, and effect of any order granted pursuant to the application. Each Fund will hold itself out to the public as utilizing the Manager of Managers Structure. The prospectus will prominently disclose that the Adviser has ultimate responsibility (subject to oversight by the Board) to oversee the Subadvisers and recommend their hiring, termination, and replacement. 3. Within 90 days of the hiring of a new Subadviser, Fund shareholders will be furnished all information about the new Subadviser that would be included in a proxy statement, except as modified to permit Aggregate Fee Disclosure. This information will include Aggregate Fee Disclosure and any change in disclosure caused by the addition of the new Subadviser. To meet this obligation, each Fund will provide shareholders, within 90 days of the hiring of a new Subadviser, an information statement meeting the requirements of Regulation 14C, Schedule 14C and Item 22 of Schedule 14A under the 1934 Act, except as modified by the order to permit Aggregate Fee Disclosure. 4. An Adviser will not enter into a Subadvisory Agreement with any Affiliated Subadviser without such agreement, including the compensation to be paid thereunder, being approved by the shareholders of the applicable Fund. 5. At all times, at least a majority of the Board will be Independent Trustees, and the nomination of new or additional Independent Trustees will be placed within the discretion of the thenexisting Independent Trustees. 6. Whenever a subadviser change is proposed for a Fund with an Affiliated Subadviser, the Board, including a majority of the Independent Trustees, will make a separate finding, reflected in the applicable Board minutes, that such change is in the best interests of the Fund and its shareholders, and does not involve a conflict of interest from which the Adviser or the Affiliated Subadviser derives an inappropriate advantage. 7. Independent legal counsel, as defined in rule 0–1(a)(6) under the Act, will be engaged to represent the Independent Trustees. The selection of such counsel will be within the VerDate Mar<15>2010 15:46 Sep 16, 2011 Jkt 223001 discretion of the then-existing Independent Trustees. 8. Each Adviser will provide the Board, no less frequently than quarterly, with information about the profitability of the Adviser on a per-Fund basis. The information will reflect the impact on profitability of the hiring or termination of any Subadviser during the applicable quarter. 9. Whenever a Subadviser is hired or terminated, the Adviser will provide the Board with information showing the expected impact on the profitability of the Adviser. 10. An Adviser will provide general management services to each Fund, including overall supervisory responsibility for the general management and investment of each Fund’s assets and, subject to review and approval of the Board, will: (a) Set each Fund’s overall investment strategies; (b) evaluate, select and recommend Subadvisers to manage all or a part of each Fund’s assets; (c) allocate and, when appropriate, reallocate each Fund’s assets among one or more Subadvisers; (d) monitor and evaluate the performance of Subadvisers; and (e) implement procedures reasonably designed to ensure that the Subadvisers comply with each Fund’s investment objective, policies and restrictions. 11. No Trustee or officer of the Trust or a Fund, or director, manager, or officer of an Adviser, will own directly or indirectly (other than through a pooled investment vehicle that is not controlled by such person), any interest in a Subadviser, except for (a) ownership of interests in the Adviser or any entity that controls, is controlled by, or is under common control with the Adviser or (b) ownership of less than 1% of the outstanding securities of any class of equity or debt of any publicly traded company that is either a Subadviser or an entity that controls, is controlled by, or is under common control with a Subadviser. 12. Each Fund will disclose in its registration statement the Aggregate Fee Disclosure. 13. In the event the Commission adopts a rule under the Act providing substantially similar relief to that in the order requested in the application, the requested order will expire on the effective date of that rule. For the Commission, by the Division of Investment Management, under delegated authority. Elizabeth M. Murphy, Secretary. SECURITIES AND EXCHANGE COMMISSION [Release No. 34–65221; File No. SR–FINRA– 2011–042] Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Fee for the Operations Professional Examination August 30, 2011. Correction In notice document 2011–22764 appearing on pages 55441–55445 in the issue of September 7, 2011, make the following correction: On page 55441, in the third column, the File No. in the heading is corrected to read as set forth above. [FR Doc. C1–2011–22764 Filed 9–16–11; 8:45 am] BILLING CODE 1505–01–D SECURITIES AND EXCHANGE COMMISSION [Release No. 34–65338; File No. SR–OCC– 2011–12] Self-Regulatory Organizations; Options Clearing Corporation; Notice of Filing of Proposed Rule Change To Adopt Fitness Standards for Directors, Clearing Members, and Others September 14, 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 August 31, 2011, The Options Clearing Corporation (‘‘OCC’’) 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 prepared primarily by OCC. 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 purpose of the proposed rule change is to establish fitness standards for directors, clearing members, and others. [FR Doc. 2011–23982 Filed 9–16–11; 8:45 am] 1 15 BILLING CODE 8011–01–P 2 17 PO 00000 Frm 00115 Fmt 4703 Sfmt 4703 58061 E:\FR\FM\19SEN1.SGM U.S.C. 78s(b)(1). CFR 240.19b–4. 19SEN1 58062 Federal Register / Vol. 76, No. 181 / Monday, September 19, 2011 / Notices II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, OCC 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. OCC has prepared summaries, set forth in sections (A), (B), and (C) below, of the most significant aspects of these statements. (A) Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change The purpose of this proposed rule change is to facilitate compliance by OCC with new core principles (‘‘Core Principles’’) applicable to derivatives clearing organizations (‘‘DCOs’’) that are set forth in the CEA, as amended by the Dodd-Frank Act. In particular, new DCO Core Principle O requires DCOs to establish fitness standards for directors, clearing members and certain other individuals. mstockstill on DSK4VPTVN1PROD with NOTICES Background The Core Principles for DCOs are set forth in the CEA and consist of a number of governing principles to which a DCO is required to adhere. OCC is registered as a DCO with the Commodity Futures Trading Commission (the ‘‘CFTC’’) under Section 5b of the CEA, and clears commodity futures and commodity options traded on five futures exchanges subject to the CFTC’s jurisdiction. Title VII of the Dodd-Frank Act amended the CEA to expand existing Core Principles and to add certain new Core Principles. The applicable Dodd-Frank amendments to the CEA become effective July 16, 2011. In January 2011, the CFTC published proposed rules (the ‘‘Proposed Rules’’) to implement the Core Principles, as amended and expanded by the Dodd Frank Act. The Proposed Rules propose certain minimum criteria for complying with the Core Principles, and propose certain clarifications of the more ambiguous provisions of the Core Principles. The Proposed Rules have not been adopted and will not be effective until 60 days following the date on which the CFTC publishes final rules implementing the Core Principles. Core Principle O provides that each DCO must: (i) Establish governance arrangements that are transparent (I) to fulfill public interest requirements and VerDate Mar<15>2010 15:46 Sep 16, 2011 Jkt 223001 (II) to permit the consideration of the views of both owners and participants, and (ii) establish and enforce appropriate fitness standards for (I) directors, (II) members of any disciplinary committee, (III) members of the DCO, (IV) any other individual or entity with direct access to the settlement or clearing activities of the DCO, and (V) any party affiliated with any of the above. OCC’s existing governance arrangements satisfy the transparency requirements of subparagraph (i) of Core Principle O. OCC is proposing to adopt the Fitness Standards in order to assure compliance with subparagraph (ii) of Core Principle O. Description of Proposed Fitness Standards The proposed Fitness Standards, which are attached as Exhibit 5 to this rule filing, comply with Core Principle O by establishing minimum standards for directors and clearing members, as well as affiliates of such directors and clearing members.3 The proposed Fitness Standards are generally similar to fitness standards adopted by the Depository Trust and Clearing Corporation. The Fitness Standards incorporate the Proposed Rule’s minimum fitness standards for directors and clearing members, including the basis for refusal to register a person under Section 8a(2) of the CEA and, for directors only, the absence of a significant history of serious disciplinary offences, such as those that would be disqualifying under Section 1.63 of the CFTC’s regulations. The Fitness Standards do not establish criteria for members of the disciplinary committee or for persons ‘‘with direct access to the settlement or clearing activities’’ of OCC (‘‘Access Persons’’). In OCC’s case, all members of disciplinary committees4 are directors of the Corporation and will be subject to the Fitness Standards as such. With respect to Access Persons, neither the CEA nor the Proposed Rules provide any explicit guidance as to the persons intended to be included in the phrase ‘‘any other individual or entity with direct access to the settlement or clearing activities of the [DCO].’’ Similarly, the term ‘‘direct access’’ is not defined in the CEA or the Proposed Rules. However, Core Principle O is 3 Pursuant to a conversation among OCC, the Commission and the CFTC, the CFTC has indicated that the proposed rule change may become effective after July 16, 2011 without impacting OCC’s status as a DCO. 4 OCC has no standing disciplinary committee. Disciplinary committees are formed on an ad hoc basis. See OCC Rule 1202(a). PO 00000 Frm 00116 Fmt 4703 Sfmt 4703 closely modeled on existing designated contract market (‘‘DCM’’) Core Principle 14, which also requires that fitness standards be established for directors, members and ‘‘any other persons with direct access to the facility.’’ The CFTC has previously issued guidance on DCM Core Principle 14 and interpreted ‘‘persons with direct access to the facility’’ to include ‘‘non-member market participants who are not intermediated and do not have [member] privileges, obligations, responsibilities or disciplinary authority.’’ This interpretation suggests that ‘‘access’’ is intended to mean the type of access that a member would have. OCC believes that by analogy ‘‘persons with direct access to the settlement or clearing activities’’ of a DCO, as used in Core Principle O, is intended to refer to persons with access to submit transactions for clearing or to give instructions to OCC regarding accounts or transactions or otherwise have access to the clearing system in a manner similar to the access that a Clearing Member would have. OCC also does not read ‘‘any other individual or entity with direct access to the settlement or clearing activities of the [DCO]’’ to include OCC employees or service providers such as settlement banks. Accordingly, OCC believes that there are presently no persons with ‘‘direct access’’ to the settlement and clearing activities of OCC other than clearing members. Proposed By-Law Changes Article III (Board of Directors) and Article V (Clearing Members) set forth qualifications for directors and clearing members, respectively. The Interpretations and Policies under the appropriate sections of both Articles are being amended to incorporate the applicable Fitness Standards by reference. OCC believes that the proposed changes to its By-Laws and Rules are consistent with the purposes and requirements of Section 17A of the Exchange Act, because they are designed to permit OCC to perform clearing services for products that are subject to the jurisdiction of the CFTC without adversely affecting OCC’s obligations with respect to the prompt and accurate clearance and settlement of securities transactions or the protection of securities investors and the public interest. The proposed rule change is not inconsistent with any rules of OCC. E:\FR\FM\19SEN1.SGM 19SEN1 Federal Register / Vol. 76, No. 181 / Monday, September 19, 2011 / Notices (B) Self-Regulatory Organization’s Statement on Burden on Competition OCC does not believe that the proposed rule change would impose any burden on competition. (C) Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others Written comments were not and are not intended to be solicited with respect to the proposed rule change and none have been received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 45 days of the date of publication of this notice in the Federal Register or within such longer period up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: (A) By order approve or disapprove the proposed rule change or (B) Institute proceedings to determine whether the proposed rule change should be 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: mstockstill on DSK4VPTVN1PROD with NOTICES Electronic Comments • Use the Commissions Internet comment form (http://www.sec.gov/ rules/sro.shtml) or send an e-mail to rule-comments@sec.gov. Please include File Number SR–OCC–2011–12 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–OCC–2011–12. 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 VerDate Mar<15>2010 15:46 Sep 16, 2011 Jkt 223001 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 Section, 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 filings will also be available for inspection and copying at the principal office of OCC and on OCC’s Web site at http:// www.optionsclearing.com/components/ docs/legal/rules_and_bylaws/sr_occ_11 _12.pdf. 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–OCC–2011–12 and should be submitted on or before October 11, 2011. For the Commission by the Division of Trading and Markets, pursuant to delegated authority.5 Elizabeth M. Murphy, Secretary. [FR Doc. 2011–23976 Filed 9–16–11; 8:45 am] BILLING CODE 8011–01–P 58063 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.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 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–65325; File No. SR–CBOE– 2011–085] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Concerning the Clearing Trading Permit Holder Proprietary Transaction Fee Waiver for Orders in Multiply-Listed FLEX Options Classes September 12, 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 August 31, 2011, the Chicago Board Options Exchange, Incorporated (‘‘Exchange’’ or ‘‘CBOE’’) 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 prepared by the Exchange. 5 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 See Securities Exchange Act Release No. 34– 65007 (August 2, 2011), 76 FR 48190 (August 8, 2011) (SR–CBOE–2011–071). 1 15 PO 00000 Frm 00117 Fmt 4703 On August 1, 2011, the Exchange implemented a waiver of the Clearing Trading Permit Holder (‘‘CTPH’’) Proprietary Transaction Fee (the ‘‘Fee’’) for CTPHs executing facilitation orders in multiply-listed FLEX Options classes (the ‘‘Waiver’’).3 At that time, the Exchange intended to exclude from the Waiver such orders originating from joint back-office (‘‘JBO’’) participants, but due to an oversight, such orders were not excluded. Therefore, the Exchange now proposes to amend the Waiver to exclude such orders originating from JBO participants. A JBO is an arrangement whereby a broker/dealer maintains a nominal ownership interest in its clearing firm. The clearing firm will issue a special class of non-voting preferred stock to other broker/dealers that clear their proprietary positions through the clearing firm. JBO participants are not considered self-clearing for any purpose other than the extension of credit under CBOE Rule 12.3 or under comparable Sfmt 4703 E:\FR\FM\19SEN1.SGM 19SEN1

Agencies

[Federal Register Volume 76, Number 181 (Monday, September 19, 2011)]
[Notices]
[Pages 58061-58063]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-23976]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-65338; File No. SR-OCC-2011-12]


Self-Regulatory Organizations; Options Clearing Corporation; 
Notice of Filing of Proposed Rule Change To Adopt Fitness Standards for 
Directors, Clearing Members, and Others

September 14, 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 August 31, 2011, The Options Clearing Corporation (``OCC'') 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 prepared primarily by OCC. The Commission is publishing 
this notice to solicit comments on the proposed rule change from 
interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The purpose of the proposed rule change is to establish fitness 
standards for directors, clearing members, and others.

[[Page 58062]]

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, OCC 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. OCC has prepared summaries, set forth in sections (A), 
(B), and (C) below, of the most significant aspects of these 
statements.

(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    The purpose of this proposed rule change is to facilitate 
compliance by OCC with new core principles (``Core Principles'') 
applicable to derivatives clearing organizations (``DCOs'') that are 
set forth in the CEA, as amended by the Dodd-Frank Act. In particular, 
new DCO Core Principle O requires DCOs to establish fitness standards 
for directors, clearing members and certain other individuals.
Background
    The Core Principles for DCOs are set forth in the CEA and consist 
of a number of governing principles to which a DCO is required to 
adhere. OCC is registered as a DCO with the Commodity Futures Trading 
Commission (the ``CFTC'') under Section 5b of the CEA, and clears 
commodity futures and commodity options traded on five futures 
exchanges subject to the CFTC's jurisdiction. Title VII of the Dodd-
Frank Act amended the CEA to expand existing Core Principles and to add 
certain new Core Principles. The applicable Dodd-Frank amendments to 
the CEA become effective July 16, 2011. In January 2011, the CFTC 
published proposed rules (the ``Proposed Rules'') to implement the Core 
Principles, as amended and expanded by the Dodd Frank Act. The Proposed 
Rules propose certain minimum criteria for complying with the Core 
Principles, and propose certain clarifications of the more ambiguous 
provisions of the Core Principles. The Proposed Rules have not been 
adopted and will not be effective until 60 days following the date on 
which the CFTC publishes final rules implementing the Core Principles.
    Core Principle O provides that each DCO must: (i) Establish 
governance arrangements that are transparent (I) to fulfill public 
interest requirements and (II) to permit the consideration of the views 
of both owners and participants, and (ii) establish and enforce 
appropriate fitness standards for (I) directors, (II) members of any 
disciplinary committee, (III) members of the DCO, (IV) any other 
individual or entity with direct access to the settlement or clearing 
activities of the DCO, and (V) any party affiliated with any of the 
above. OCC's existing governance arrangements satisfy the transparency 
requirements of subparagraph (i) of Core Principle O. OCC is proposing 
to adopt the Fitness Standards in order to assure compliance with 
subparagraph (ii) of Core Principle O.
Description of Proposed Fitness Standards
    The proposed Fitness Standards, which are attached as Exhibit 5 to 
this rule filing, comply with Core Principle O by establishing minimum 
standards for directors and clearing members, as well as affiliates of 
such directors and clearing members.\3\ The proposed Fitness Standards 
are generally similar to fitness standards adopted by the Depository 
Trust and Clearing Corporation.
---------------------------------------------------------------------------

    \3\ Pursuant to a conversation among OCC, the Commission and the 
CFTC, the CFTC has indicated that the proposed rule change may 
become effective after July 16, 2011 without impacting OCC's status 
as a DCO.
---------------------------------------------------------------------------

    The Fitness Standards incorporate the Proposed Rule's minimum 
fitness standards for directors and clearing members, including the 
basis for refusal to register a person under Section 8a(2) of the CEA 
and, for directors only, the absence of a significant history of 
serious disciplinary offences, such as those that would be 
disqualifying under Section 1.63 of the CFTC's regulations. The Fitness 
Standards do not establish criteria for members of the disciplinary 
committee or for persons ``with direct access to the settlement or 
clearing activities'' of OCC (``Access Persons''). In OCC's case, all 
members of disciplinary committees\4\ are directors of the Corporation 
and will be subject to the Fitness Standards as such. With respect to 
Access Persons, neither the CEA nor the Proposed Rules provide any 
explicit guidance as to the persons intended to be included in the 
phrase ``any other individual or entity with direct access to the 
settlement or clearing activities of the [DCO].'' Similarly, the term 
``direct access'' is not defined in the CEA or the Proposed Rules. 
However, Core Principle O is closely modeled on existing designated 
contract market (``DCM'') Core Principle 14, which also requires that 
fitness standards be established for directors, members and ``any other 
persons with direct access to the facility.'' The CFTC has previously 
issued guidance on DCM Core Principle 14 and interpreted ``persons with 
direct access to the facility'' to include ``non-member market 
participants who are not intermediated and do not have [member] 
privileges, obligations, responsibilities or disciplinary authority.'' 
This interpretation suggests that ``access'' is intended to mean the 
type of access that a member would have. OCC believes that by analogy 
``persons with direct access to the settlement or clearing activities'' 
of a DCO, as used in Core Principle O, is intended to refer to persons 
with access to submit transactions for clearing or to give instructions 
to OCC regarding accounts or transactions or otherwise have access to 
the clearing system in a manner similar to the access that a Clearing 
Member would have. OCC also does not read ``any other individual or 
entity with direct access to the settlement or clearing activities of 
the [DCO]'' to include OCC employees or service providers such as 
settlement banks. Accordingly, OCC believes that there are presently no 
persons with ``direct access'' to the settlement and clearing 
activities of OCC other than clearing members.
---------------------------------------------------------------------------

    \4\ OCC has no standing disciplinary committee. Disciplinary 
committees are formed on an ad hoc basis. See OCC Rule 1202(a).
---------------------------------------------------------------------------

Proposed By-Law Changes
    Article III (Board of Directors) and Article V (Clearing Members) 
set forth qualifications for directors and clearing members, 
respectively. The Interpretations and Policies under the appropriate 
sections of both Articles are being amended to incorporate the 
applicable Fitness Standards by reference.
    OCC believes that the proposed changes to its By-Laws and Rules are 
consistent with the purposes and requirements of Section 17A of the 
Exchange Act, because they are designed to permit OCC to perform 
clearing services for products that are subject to the jurisdiction of 
the CFTC without adversely affecting OCC's obligations with respect to 
the prompt and accurate clearance and settlement of securities 
transactions or the protection of securities investors and the public 
interest. The proposed rule change is not inconsistent with any rules 
of OCC.

[[Page 58063]]

(B) Self-Regulatory Organization's Statement on Burden on Competition

    OCC does not believe that the proposed rule change would impose any 
burden on competition.

(C) Self-Regulatory Organization's Statement on Comments on the 
Proposed Rule Change Received From Members, Participants or Others

    Written comments were not and are not intended to be solicited with 
respect to the proposed rule change and none have been received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change or
    (B) Institute proceedings to determine whether the proposed rule 
change should be 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 Commissions Internet comment form (http://www.sec.gov/rules/sro.shtml) or send an e-mail to rule-comments@sec.gov. Please include File Number SR-OCC-2011-12 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-OCC-2011-12. 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 Section, 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 filings will also be available for 
inspection and copying at the principal office of OCC and on OCC's Web 
site at http://www.optionsclearing.com/components/docs/legal/rules_and_bylaws/sr_occ_11_12.pdf.
    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-OCC-2011-12 
and should be submitted on or before October 11, 2011.

    For the Commission by the Division of Trading and Markets, 
pursuant to delegated authority.\5\
---------------------------------------------------------------------------

    \5\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-23976 Filed 9-16-11; 8:45 am]
BILLING CODE 8011-01-P