Self-Regulatory Organizations; the Options Clearing Corporation; Order Approving Proposed Rule Change to More Closely Align OCC's By-Laws and Rules With Regulatory Requirements Related to “Statutory Disqualifications”, 31048-31049 [2012-12547]
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31048
Federal Register / Vol. 77, No. 101 / Thursday, May 24, 2012 / Notices
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meetings
Notice is hereby given, pursuant to
the provisions of the Government in the
Sunshine Act, Public Law 94–409, that
the Securities and Exchange
Commission will hold a Closed Meeting
on Tuesday, May 22, 2012 at 4:30 p.m.
The General Counsel of the
Commission, or his designee, has
certified that, in his opinion, one or
more of the exemptions as set forth in
5 U.S.C. 552b(c)(2), (4), (6) and (8) and
17 CFR 200.402(a)(2), (4), (6) and (8)
permit consideration of the scheduled
matters at the Closed Meeting. Certain
staff members who have an interest in
the matters also may be present.
Commissioner Walter, as duty officer,
voted to consider the items listed for the
Closed Meeting in a closed session, and
determined that no earlier notice thereof
was possible.
The subject matters of the Closed
Meeting on May 22 will be
examinations of financial institutions
and a personnel matter.
At times, changes in Commission
priorities require alterations in the
scheduling of meeting items. For further
information and to ascertain what, if
any, matters have been added, deleted
or postponed, please contact the Office
of the Secretary at (202) 551–5400.
Dated: May 22, 2012.
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2012–12795 Filed 5–22–12; 4:15 pm]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–67018; File No. SR–OCC–
2012–03]
Self-Regulatory Organizations; the
Options Clearing Corporation; Order
Approving Proposed Rule Change to
More Closely Align OCC’s By-Laws
and Rules With Regulatory
Requirements Related to ‘‘Statutory
Disqualifications’’
srobinson on DSK4SPTVN1PROD with NOTICES
May 18, 2012.
I. Introduction
On March 15, 2012, The Options
Clearing Corporation (‘‘OCC’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) proposed
rule change SR–OCC–2012–03 pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’).1 The
1 15
U.S.C. 78s(b)(1).
VerDate Mar<15>2010
16:31 May 23, 2012
Jkt 226001
proposed rule change was published for
comment in the Federal Register on
April 4, 2012.2 On May 15, 2012, OCC
filed an amendment to the proposed
rule change.3The Commission received
no comment letters. For the reasons
discussed below, the Commission is
granting approval of the proposed rule
change.
II. Description
The proposed rule change will more
closely align OCC’s By-Laws and Rules
with applicable regulatory requirements
related to ‘‘statutory disqualifications’’
under the Act in order to reduce the
overall administrative burden on OCC
associated with addressing the statutory
disqualification of OCC clearing
members (‘‘Clearing Members’’) and
applicants for clearing membership
(‘‘Applicants’’) and will provide
guidance to Clearing Members and
Applicants as to OCC’s policies with
respect to statutory disqualifications.
The proposed rule change will amend
OCC’s ‘‘Fitness Standards for Directors,
Clearing Members and Others’’ (‘‘Fitness
Standards’’) to bring such standards into
conformity with the proposed
amendments to OCC’s By-Laws. The
Fitness Standards were submitted to the
Commission in proposed rule change
SR–OCC–2011–12 and were approved
by the Commission on October 27,
2011.4
A. Background
Persons who have engaged in certain
types of misconduct are subject to
‘‘statutory disqualification,’’ as defined
by Section 3(a)(39) of the Act, and must
undergo a review by the Commission
under Rule 19h–1 of the Act in order to
enter or continue in membership in a
self-regulatory organization (‘‘SRO’’).
Section 17A(b)(4)(A) of the Act provides
that a registered clearing agency may
and in cases in which the Commission
so orders must deny participation to any
person subject to a statutory
disqualification. This provision further
requires a registered clearing agency to
provide the Commission with 30-days’
notice before admitting a statutorily
disqualified person to clearing
membership. Rule 19h–1 of the Act
implements these statutory provisions
by requiring notice to the Commission
if a registered clearing agency proposes
2 Securities Exchange Act Release No. 34–66676
(March 29, 2012), 77 FR 20472 (April 4, 2012).
3 The amendment made changes to OCC’s
‘‘Fitness Standard for Directors, Clearing Members
and Others’’ to conform it to the recent changes
made to OCC’s By-Laws pursuant to File No. SR–
OCC–2012–01, which was approved by the
Commission on March 9, 2012. As such, the
amendment was technical in nature and did not
require republication of notice.
PO 00000
Frm 00056
Fmt 4703
Sfmt 4703
either to admit to membership or to
continue as a member a person subject
to a statutory disqualification. Notably,
unlike in the case of a national
securities exchange or registered
securities association, the rule does not
require a registered clearing agency to
file such a notice with respect to
statutory disqualifications of associated
persons of a Clearing Member or
Applicant. A registered clearing agency
is required to file such a notice only
when the Clearing Member or Applicant
itself is subject to the disqualification.
Article V of OCC’s By-Laws
establishes the qualifications required of
Clearing Members and sets forth the
procedures for admitting persons to
clearing membership, including those
that are or become subject to a statutory
disqualification. Currently,
Interpretation and Policy .03 of Article
V, Section 1 of OCC’s By-Laws provides
that the Membership/Risk Committee
(‘‘Committee’’) will not recommend the
approval of an application for
membership if the Applicant or an
associated person is subject to a
statutory disqualification unless the
Committee makes a finding that ‘‘special
circumstances’’ exist warranting a
waiver of the statutory disqualification.
The requirements of this By-Law are
more stringent than those applied to
registered clearing agencies by the Act
or Commission rules because they
require the Committee to (i) make
specific findings of ‘‘special
circumstances’’ before recommending
membership approval and (ii) address
statutory disqualifications of associated
persons. The By-Laws therefore impose
additional administrative burdens on
OCC that are not required under any
statute or rule administered by the
Commission.
Neither Article V of the By-Laws nor
OCC’s Rules currently contain
procedures for notice to OCC that an
Applicant or Clearing Member is subject
to a statutory disqualification, which
provides insufficient guidance to
Applicants and Clearing Members and
exposes OCC to the risk that such notice
may be given on a delayed basis. OCC’s
By-Laws and Rules are also silent as to
the procedures to be followed by a
Clearing Member when it becomes
subject to a statutory disqualification
even though Rule 19h–1 requires a
registered clearing agency to file a
notice if it intends to permit such a firm
to remain a Clearing Member.
As a registered derivatives clearing
organization (‘‘DCO’’), OCC is also
subject to the jurisdiction of the
Commodity Futures Trading
Commission (‘‘CFTC’’). OCC’s By-Laws
also address statutory disqualification
E:\FR\FM\24MYN1.SGM
24MYN1
Federal Register / Vol. 77, No. 101 / Thursday, May 24, 2012 / Notices
srobinson on DSK4SPTVN1PROD with NOTICES
under Section 8a(2)–(4) of the
Commodity Exchange Act (‘‘CEA’’),
which allows the CFTC to refuse to
register or to suspend the registration of
futures commission merchants and
other entities required to register under
the CEA. Neither the CEA nor the
CFTC’s regulations require DCOs to file
a notice similar to that required by Rule
19h–1, and OCC therefore is not
proposing to amend Article V or the
Rules to specifically address statutory
disqualifications under the CEA other
than to clarify that if a principal of a
futures commission merchant is subject
to a statutory disqualification, the
Membership/Risk Committee has
discretion to not recommend the
approval of such futures commission
merchant’s application for membership
pursuant to Section 8a(2) of the CEA or
to determine not to permit such a
futures commission merchant to
continue in Clearing Membership.
In addition to being consistent with
the Commission’s regulations, OCC’s
Fitness Standards, as described above,
were constructed in part to comply with
core principles (‘‘Core Principles’’)
applicable to DCOs as these core
principles were amended by the DoddFrank Wall Street Reform and Consumer
Protection Act and as are set forth in the
CEA. The Fitness Standards establish
certain minimum fitness criteria for
directors, Clearing Members, and their
affiliates sufficient to comply with Core
Principle O as set forth in the CEA.5
However, the Fitness Standards were
also drafted to conform to OCC’s
existing qualification standards for
Clearing Members, which standards
OCC is now proposing to revise.
Accordingly, OCC proposes to amend
the Fitness Standards to conform them
to the proposed amendments to the
qualification standards for Applicants
and Clearing Members in OCC’s ByLaws.
B. Proposed By-Law Changes
Article V (Clearing Members) sets
forth the qualifications for Clearing
Members. OCC proposes to amend the
current Article V provisions addressing
statutory disqualifications to eliminate
provisions that require unnecessary
Committee action and to add provisions
designed to ensure that OCC receives
appropriate notice of a statutory
disqualification in order to discharge its
obligations as an SRO. The proposed
amendments are generally based on
similar rules of the National Securities
Clearing Corporation and the Chicago
Board Options Exchange. OCC proposes
5 Commodity Exchange Act § 5b(c)(2)(O); 7 U.S.C.
7a–1(c)(2)(O).
VerDate Mar<15>2010
16:31 May 23, 2012
Jkt 226001
to amend Article V, Section 1,
Interpretation and Policy .03
(Experience and Competence) to:
1. Eliminate the requirement that the
Committee must find ‘‘special
circumstances’’ warranting the waiver of
a statutory disqualification in order to
recommend an Applicant’s approval for
clearing membership providing instead
that the Committee may in its discretion
consider a statutory disqualification in
determining whether or not to
recommend approval.
2. Eliminate the requirement that the
Committee address the status of
associated persons who are subject to
statutory disqualifications.
3. Establish procedures requiring
Clearing Members and Applicants to
provide notice of a statutory
disqualification.
4. Eliminate the second paragraph of
subsection c. The definition of statutory
disqualification in subsection a.
includes the conduct covered by Section
15(b)(4)(B) of the Act, making the
second paragraph of subsection c.
redundant.
OCC proposes to amend Chapter II
and Chapter XII of its Rules to:
1. Establish procedures applicable to
Clearing Members who are or become
subject to a statutory disqualification to
provide that: (i) OCC has the discretion
not to permit any such Clearing Member
to continue in Clearing Membership, (ii)
such Clearing Member must notify OCC
of any statutory disqualification and
may seek to continue in Clearing
Membership, (iii) a failure to notify OCC
of a statutory disqualification may be
deemed a violation of OCC’s rules, (iv)
OCC may convene a Disciplinary
Committee to conduct a hearing
concerning a Clearing Member’s
statutory disqualification, (v) OCC has
discretion to waive such provisions if
another self-regulatory organization is
conducting a proceeding addressing a
Clearing Member’s statutory
disqualification with respect to the same
matter, and (vi) OCC has discretion to
waive the hearing provisions if OCC
intends to grant the Clearing Member’s
application to continue in Clearing
Membership in certain circumstances.
2. Add Interpretation and Policy .01
to Rule 1201 in order to clarify that a
decision to suspend or expel a Clearing
Member after a disciplinary proceeding
under Chapter XII of the Rules would be
grounds for summary suspension under
Chapter XI of the Rules.
OCC also proposes to amend its
Fitness Standards to conform them to
the proposed amendments to OCC’s ByLaws.
PO 00000
Frm 00057
Fmt 4703
Sfmt 9990
31049
III. Discussion
Section 19(b)(2)(C) of the Act 6 directs
the Commission to approve a proposed
rule change of a self-regulatory
organization if it finds that such
proposed rule change is consistent with
the requirements of the Act and the
rules and regulations thereunder
applicable to such organization. Section
17A(b)(3)(F) of the Act 7 requires, among
other things, that the rules of a clearing
agency are not designed to permit unfair
discrimination in the admission of
participants or among participants in
the use of the clearing agency.
The proposed changes to OCC’s ByLaws are designed to more closely align
OCC’s By-Laws and Rules with
applicable regulatory requirements, to
establish standard notification and other
procedures, to provide Clearing
Members with guidance as to OCC’s
policies regarding statutory
disqualifications, to facilitate the timely
filing of notices pursuant to Rule 19h–
1 should OCC determine to admit to
membership or continue in membership
any person subject to a statutory
disqualification. The proposed changes
are not designed to permit unfair
discrimination in the admission of
participants or among participants in
the use of OCC. As a result, the
proposed rule change is consistent with
the requirements of Section 17A(b)(3)(F)
of the Act.
IV. Conclusion
On the basis of the foregoing, the
Commission finds that the proposal is
consistent with the requirements of the
Act and in particular with the
requirements of Section 17A of the Act 8
and the rules and regulations
thereunder.
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,9 that the
proposed rule change, as amended, (File
No. SR–OCC–2012–03) be, and hereby
is, approved.10
For the Commission by the Division of
Trading and Markets, pursuant to delegated
authority.11
Kevin O’Neill,
Deputy Secretary.
[FR Doc. 2012–12547 Filed 5–23–12; 8:45 am]
BILLING CODE 8011–01–P
6 15
U.S.C. 78s(b)(2)(C).
U.S.C. 78q–1(b)(3)(F).
8 15 U.S.C. 78q–1.
9 15 U.S.C. 78s(b)(2).
10 In approving the proposed rule change, the
Commission considered the proposal’s impact on
efficiency, competition and capital formation. 15
U.S.C. 78c(f).
11 17 CFR 200.30–3(a)(12).
7 15
E:\FR\FM\24MYN1.SGM
24MYN1
]]>Agencies
[Federal Register Volume 77, Number 101 (Thursday, May 24, 2012)]
[Notices]
[Pages 31048-31049]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-12547]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-67018; File No. SR-OCC-2012-03]
Self-Regulatory Organizations; the Options Clearing Corporation;
Order Approving Proposed Rule Change to More Closely Align OCC's By-
Laws and Rules With Regulatory Requirements Related to ``Statutory
Disqualifications''
May 18, 2012.
I. Introduction
On March 15, 2012, The Options Clearing Corporation (``OCC'') filed
with the Securities and Exchange Commission (``Commission'') proposed
rule change SR-OCC-2012-03 pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (``Act'').\1\ The proposed rule change
was published for comment in the Federal Register on April 4, 2012.\2\
On May 15, 2012, OCC filed an amendment to the proposed rule
change.\3\The Commission received no comment letters. For the reasons
discussed below, the Commission is granting approval of the proposed
rule change.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ Securities Exchange Act Release No. 34-66676 (March 29,
2012), 77 FR 20472 (April 4, 2012).
\3\ The amendment made changes to OCC's ``Fitness Standard for
Directors, Clearing Members and Others'' to conform it to the recent
changes made to OCC's By-Laws pursuant to File No. SR-OCC-2012-01,
which was approved by the Commission on March 9, 2012. As such, the
amendment was technical in nature and did not require republication
of notice.
---------------------------------------------------------------------------
II. Description
The proposed rule change will more closely align OCC's By-Laws and
Rules with applicable regulatory requirements related to ``statutory
disqualifications'' under the Act in order to reduce the overall
administrative burden on OCC associated with addressing the statutory
disqualification of OCC clearing members (``Clearing Members'') and
applicants for clearing membership (``Applicants'') and will provide
guidance to Clearing Members and Applicants as to OCC's policies with
respect to statutory disqualifications. The proposed rule change will
amend OCC's ``Fitness Standards for Directors, Clearing Members and
Others'' (``Fitness Standards'') to bring such standards into
conformity with the proposed amendments to OCC's By-Laws. The Fitness
Standards were submitted to the Commission in proposed rule change SR-
OCC-2011-12 and were approved by the Commission on October 27, 2011.4
A. Background
Persons who have engaged in certain types of misconduct are subject
to ``statutory disqualification,'' as defined by Section 3(a)(39) of
the Act, and must undergo a review by the Commission under Rule 19h-1
of the Act in order to enter or continue in membership in a self-
regulatory organization (``SRO''). Section 17A(b)(4)(A) of the Act
provides that a registered clearing agency may and in cases in which
the Commission so orders must deny participation to any person subject
to a statutory disqualification. This provision further requires a
registered clearing agency to provide the Commission with 30-days'
notice before admitting a statutorily disqualified person to clearing
membership. Rule 19h-1 of the Act implements these statutory provisions
by requiring notice to the Commission if a registered clearing agency
proposes either to admit to membership or to continue as a member a
person subject to a statutory disqualification. Notably, unlike in the
case of a national securities exchange or registered securities
association, the rule does not require a registered clearing agency to
file such a notice with respect to statutory disqualifications of
associated persons of a Clearing Member or Applicant. A registered
clearing agency is required to file such a notice only when the
Clearing Member or Applicant itself is subject to the disqualification.
Article V of OCC's By-Laws establishes the qualifications required
of Clearing Members and sets forth the procedures for admitting persons
to clearing membership, including those that are or become subject to a
statutory disqualification. Currently, Interpretation and Policy .03 of
Article V, Section 1 of OCC's By-Laws provides that the Membership/Risk
Committee (``Committee'') will not recommend the approval of an
application for membership if the Applicant or an associated person is
subject to a statutory disqualification unless the Committee makes a
finding that ``special circumstances'' exist warranting a waiver of the
statutory disqualification. The requirements of this By-Law are more
stringent than those applied to registered clearing agencies by the Act
or Commission rules because they require the Committee to (i) make
specific findings of ``special circumstances'' before recommending
membership approval and (ii) address statutory disqualifications of
associated persons. The By-Laws therefore impose additional
administrative burdens on OCC that are not required under any statute
or rule administered by the Commission.
Neither Article V of the By-Laws nor OCC's Rules currently contain
procedures for notice to OCC that an Applicant or Clearing Member is
subject to a statutory disqualification, which provides insufficient
guidance to Applicants and Clearing Members and exposes OCC to the risk
that such notice may be given on a delayed basis. OCC's By-Laws and
Rules are also silent as to the procedures to be followed by a Clearing
Member when it becomes subject to a statutory disqualification even
though Rule 19h-1 requires a registered clearing agency to file a
notice if it intends to permit such a firm to remain a Clearing Member.
As a registered derivatives clearing organization (``DCO''), OCC is
also subject to the jurisdiction of the Commodity Futures Trading
Commission (``CFTC''). OCC's By-Laws also address statutory
disqualification
[[Page 31049]]
under Section 8a(2)-(4) of the Commodity Exchange Act (``CEA''), which
allows the CFTC to refuse to register or to suspend the registration of
futures commission merchants and other entities required to register
under the CEA. Neither the CEA nor the CFTC's regulations require DCOs
to file a notice similar to that required by Rule 19h-1, and OCC
therefore is not proposing to amend Article V or the Rules to
specifically address statutory disqualifications under the CEA other
than to clarify that if a principal of a futures commission merchant is
subject to a statutory disqualification, the Membership/Risk Committee
has discretion to not recommend the approval of such futures commission
merchant's application for membership pursuant to Section 8a(2) of the
CEA or to determine not to permit such a futures commission merchant to
continue in Clearing Membership.
In addition to being consistent with the Commission's regulations,
OCC's Fitness Standards, as described above, were constructed in part
to comply with core principles (``Core Principles'') applicable to DCOs
as these core principles were amended by the Dodd-Frank Wall Street
Reform and Consumer Protection Act and as are set forth in the CEA. The
Fitness Standards establish certain minimum fitness criteria for
directors, Clearing Members, and their affiliates sufficient to comply
with Core Principle O as set forth in the CEA.\5\ However, the Fitness
Standards were also drafted to conform to OCC's existing qualification
standards for Clearing Members, which standards OCC is now proposing to
revise. Accordingly, OCC proposes to amend the Fitness Standards to
conform them to the proposed amendments to the qualification standards
for Applicants and Clearing Members in OCC's By-Laws.
---------------------------------------------------------------------------
\5\ Commodity Exchange Act Sec. 5b(c)(2)(O); 7 U.S.C. 7a-
1(c)(2)(O).
---------------------------------------------------------------------------
B. Proposed By-Law Changes
Article V (Clearing Members) sets forth the qualifications for
Clearing Members. OCC proposes to amend the current Article V
provisions addressing statutory disqualifications to eliminate
provisions that require unnecessary Committee action and to add
provisions designed to ensure that OCC receives appropriate notice of a
statutory disqualification in order to discharge its obligations as an
SRO. The proposed amendments are generally based on similar rules of
the National Securities Clearing Corporation and the Chicago Board
Options Exchange. OCC proposes to amend Article V, Section 1,
Interpretation and Policy .03 (Experience and Competence) to:
1. Eliminate the requirement that the Committee must find ``special
circumstances'' warranting the waiver of a statutory disqualification
in order to recommend an Applicant's approval for clearing membership
providing instead that the Committee may in its discretion consider a
statutory disqualification in determining whether or not to recommend
approval.
2. Eliminate the requirement that the Committee address the status
of associated persons who are subject to statutory disqualifications.
3. Establish procedures requiring Clearing Members and Applicants
to provide notice of a statutory disqualification.
4. Eliminate the second paragraph of subsection c. The definition
of statutory disqualification in subsection a. includes the conduct
covered by Section 15(b)(4)(B) of the Act, making the second paragraph
of subsection c. redundant.
OCC proposes to amend Chapter II and Chapter XII of its Rules to:
1. Establish procedures applicable to Clearing Members who are or
become subject to a statutory disqualification to provide that: (i) OCC
has the discretion not to permit any such Clearing Member to continue
in Clearing Membership, (ii) such Clearing Member must notify OCC of
any statutory disqualification and may seek to continue in Clearing
Membership, (iii) a failure to notify OCC of a statutory
disqualification may be deemed a violation of OCC's rules, (iv) OCC may
convene a Disciplinary Committee to conduct a hearing concerning a
Clearing Member's statutory disqualification, (v) OCC has discretion to
waive such provisions if another self-regulatory organization is
conducting a proceeding addressing a Clearing Member's statutory
disqualification with respect to the same matter, and (vi) OCC has
discretion to waive the hearing provisions if OCC intends to grant the
Clearing Member's application to continue in Clearing Membership in
certain circumstances.
2. Add Interpretation and Policy .01 to Rule 1201 in order to
clarify that a decision to suspend or expel a Clearing Member after a
disciplinary proceeding under Chapter XII of the Rules would be grounds
for summary suspension under Chapter XI of the Rules.
OCC also proposes to amend its Fitness Standards to conform them to
the proposed amendments to OCC's By-Laws.
III. Discussion
Section 19(b)(2)(C) of the Act \6\ directs the Commission to
approve a proposed rule change of a self-regulatory organization if it
finds that such proposed rule change is consistent with the
requirements of the Act and the rules and regulations thereunder
applicable to such organization. Section 17A(b)(3)(F) of the Act \7\
requires, among other things, that the rules of a clearing agency are
not designed to permit unfair discrimination in the admission of
participants or among participants in the use of the clearing agency.
---------------------------------------------------------------------------
\6\ 15 U.S.C. 78s(b)(2)(C).
\7\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------
The proposed changes to OCC's By-Laws are designed to more closely
align OCC's By-Laws and Rules with applicable regulatory requirements,
to establish standard notification and other procedures, to provide
Clearing Members with guidance as to OCC's policies regarding statutory
disqualifications, to facilitate the timely filing of notices pursuant
to Rule 19h-1 should OCC determine to admit to membership or continue
in membership any person subject to a statutory disqualification. The
proposed changes are not designed to permit unfair discrimination in
the admission of participants or among participants in the use of OCC.
As a result, the proposed rule change is consistent with the
requirements of Section 17A(b)(3)(F) of the Act.
IV. Conclusion
On the basis of the foregoing, the Commission finds that the
proposal is consistent with the requirements of the Act and in
particular with the requirements of Section 17A of the Act \8\ and the
rules and regulations thereunder.
---------------------------------------------------------------------------
\8\ 15 U.S.C. 78q-1.
---------------------------------------------------------------------------
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\9\ that the proposed rule change, as amended, (File No. SR-OCC-
2012-03) be, and hereby is, approved.\10\
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78s(b)(2).
\10\ In approving the proposed rule change, the Commission
considered the proposal's impact on efficiency, competition and
capital formation. 15 U.S.C. 78c(f).
For the Commission by the Division of Trading and Markets,
pursuant to delegated authority.\11\
---------------------------------------------------------------------------
\11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Kevin O'Neill,
Deputy Secretary.
[FR Doc. 2012-12547 Filed 5-23-12; 8:45 am]
BILLING CODE 8011-01-P
