[Federal Register Volume 77, Number 247 (Wednesday, December 26, 2012)]
[Notices]
[Pages 76141-76145]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-30886]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-68455; File No. SR-CHX-2012-14]


Self-Regulatory Organizations; Chicago Stock Exchange, Inc.; 
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change 
Relating to Telemarketing Rules

December 18, 2012.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Exchange Act'' or ``Act''), \1\ and Rule 19b-4 \2\ thereunder, 
notice is hereby given that on December 4, 2012, the Chicago Stock 
Exchange, Inc. (``CHX'' or the ``Exchange'') 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. CHX has filed this proposal pursuant to Exchange Act 
Rule 19b-4(f)(6) \3\ which is effective upon filing with the 
Commission.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    CHX proposes to amend its rules to adopt provisions that are 
substantially similar in all material respects to Financial Industry 
Regulatory Authority (``FINRA'') Rule 3230 (Telemarketing), which the 
Commission recently approved.\4\ In turn, FINRA's rule was modeled 
after and is substantially similar to Federal Trade Commission 
(``FTC'') rules that prohibit deceptive and other abusive telemarketing 
acts or practices.\5\ The text of this proposed rule change is 
available on the Exchange's Web site at (www.chx.com) and in the 
Commission's Public Reference Room.
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    \4\ See Exchange Act Release No. 66279 (Jan. 30, 2012), 77 FR 
5611 (Feb. 3, 2012) (SR-FINRA-2011-059) (approval order of proposed 
rule change to adopt telemarketing rule).
    \5\ 16 CFR 310.1-.9. The FTC adopted rules under the 
Telemarketing Consumer Fraud and Abuse Prevention Act of 1994 
(``Prevention Act'') in 1995. See Federal Trade Commission, 
Telemarketing Sales Rule, 60 FR 43842 (Aug. 23, 1995). Since the FTC 
rule is the model for the FINRA rule and the CHX rule, subsequent 
references will be to the FTC rule.
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II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, CHX included statements 
concerning the purpose of and basis for the proposed rule changes and 
discussed any comments it received regarding the proposal. The text of 
these statements may be examined at the places specified in Item IV 
below. CHX 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 Changes

1. Purpose
    The Exchange proposes to amend Article 8, Rule 13 (Advertising and 
Promotion) to adopt provisions that are substantially similar to FTC 
rules that prohibit deceptive and other abusive telemarketing acts or 
practices.\6\
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    \6\ See supra note 5.
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    The Prevention Act required, among other things, the Commission to 
promulgate, or direct any national securities exchange or registered 
securities associations to promulgate, rules substantially similar to 
the FTC rules \7\ to prohibit deceptive and other abusive telemarketing 
acts or practices, unless the Commission determines either that the 
rules are not necessary or appropriate for the protection of investors 
or the maintenance of orderly markets or that existing federal 
securities laws or Commission rules already provide for such 
protection.\8\ To this end, in May 2011, Commission staff directed the 
Exchange to conduct a review of its telemarketing rule and propose rule 
amendments that provide protections that are at least as strong as 
those provided by the FTC's telemarketing rules.\9\
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    \7\ Id.
    \8\ 15 U.S.C. 6102.
    \9\ See Letter from Robert W. Cook, Director, Division of 
Trading and Markets, Securities and Exchange Commission, to David A. 
Herron, Chief Executive Officer of CHX, Inc. (May 12, 2011).
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Proposed CHX Article 8, Rule 13
    Based on the aforementioned considerations, the proposed rule 
change to CHX Article 8, Rule 13, adopts new rule text that is 
substantially similar to the FTC's rules that prohibit deceptive and 
other abusive telemarketing acts or practices as described below.\10\
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    \10\ See supra note 5.
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General Telemarketing Restrictions
    Proposed CHX Article 8, Rule 13(d) provides that no Participant or 
associated person therewith may initiate any outbound telephone call 
\11\ to:
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    \11\ An ``outbound telephone call'' is a telephone call 
initiated by a telemarketer to induce the purchase of goods or 
services or to solicit a charitable contribution from a donor. A 
``customer'' is any person who is or may be required to pay for 
goods or services through telemarketing. A ``donor'' means any 
person solicited to make a charitable contribution. A ``person'' is 
any individual, group, unincorporated association, limited or 
general partnership, corporation, or other business entity. 
``Telemarketing'' means consisting of or relating to a plan, 
program, or campaign involving at least one outbound telephone call, 
for example cold-calling. The term does not include the solicitation 
of sales through the mailing of written marketing materials, when 
the person making the solicitation does not solicit customers by 
telephone but only receives calls initiated by customers in response 
to the marketing materials and during those calls takes orders only 
without further solicitation. For purposes of the previous sentence, 
the term ``further solicitation'' does not include providing the 
customer with information about, or attempting to sell, anything 
promoted in the same marketing materials that prompted the 
customer's call. See proposed CHX Article 8, Rule 13(p)(11), (14), 
(16), (17), and (20); see also FINRA Rule 3230(m)(11), (14), (16), 
(17), and (20); and 16 CFR 310.2(f), (l), (n), (v), (w), and (dd).
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    1. Any residence of a person before the hour of 8:00 a.m. or after 
9:00 p.m. local time at the called person's

[[Page 76142]]

location, unless the Participant has an established business 
relationship \12\ with the person pursuant to subparagraph (p)(12), the 
Participant has received that person's prior express invitation or 
permission, or the person called is a broker or dealer;
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    \12\ An ``established business relationship'' is a relationship 
between a Participant and a person if (i) the person has made a 
financial transaction or has a security position, a money balance, 
or account activity with the Participant or at a clearing firm that 
provides clearing services to the Participant within the 18 months 
immediately preceding the date of an outbound telephone call; (b) 
the Participant is the broker-dealer of record for an account of the 
person within the 18 months immediately preceding the date of an 
outbound telephone call; or (c) the person has contacted the 
Participant to inquire about a product or service offered by the 
Participant within the three months immediately preceding the date 
of an outbound telephone call. A person's established business 
relationship with a Participant does not extend to the Participant's 
affiliated entities unless the person would reasonably expect them 
to be included. Similarly, a person's established business 
relationship with a Participant's affiliate does not extend to the 
Participant unless the person would reasonably expect the 
Participant to be included. The term ``account activity'' includes, 
but is not limited to, purchases, sales, interest credits or debits, 
charges or credits, dividend payments, transfer activity, securities 
receipts or deliveries, and/or journal entries relating to 
securities or funds in the possession or control of the Participant. 
The term ``broker-dealer of record'' refers to the broker or dealer 
identified on a customer's account application for accounts held 
directly at a mutual fund or variable insurance product issuer. See 
proposed CHX Article 8, Rule 13(p)(1), (4), and (12); see also 16 
CFR 310.2(o) and FINRA Rule 3230(m)(1), (4), and (12).
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    2. any person that previously has stated that he or she does not 
wish to receive an outbound telephone call made by or on behalf of the 
Participant; or
    3. any person who has registered his or her telephone number on the 
FTC's national do-not-call registry.
    The proposed rule change is substantially similar to the FTC's 
provisions regarding abusive telemarketing acts or practices.\13\ The 
FTC provided a discussion of the provision when it was adopted pursuant 
to the Prevention Act.\14\
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    \13\ See 16 CFR 310.4(b)(1)(iii)(A) and (B) and (c); see also 
FINRA Rule 3230(a).
    \14\ See Federal Trade Commission, Telemarketing Sales Rule, 68 
FR 4580 (Jan. 29, 2003) at 4628; and Federal Trade Commission, 
Telemarketing Sales Rule, 60 FR 43842 (Aug. 23, 1995) at 43855.
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National Do-Not-Call List Exceptions
    Proposed CHX Article 8, Rule 13(e) provides that the Participant 
making outbound telephone calls to any person who has registered his or 
her telephone number on the FTC's national do-not-call registry will 
not be liable for violating the prohibition in paragraph (d)(3) if:
    1. The Participant has an established business relationship with 
the recipient of the call; \15\
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    \15\ A person's request to be placed on the firm-specific do-
not-call list terminates the established business relationship 
exception to that national do-not-call list provision for that 
Participant even if the person continues to do business with the 
Participant.
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    2. the Participant has obtained the person's prior express 
invitation or permission; \16\ or
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    \16\ Such permission must be evidenced by a signed, written 
agreement (which may be obtained electronically under the E-Sign Act 
(see 15 U.S.C. 7001 et seq.) between the person and Participant 
which states that the person agrees to be contacted by the 
Participant and includes the telephone number to which the calls may 
be placed.
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    3. the associated person making the call has a personal 
relationship \17\ with the recipient of the call.
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    \17\ The term ``personal relationship'' means any family member, 
friend, or acquaintance of the person making an outbound telephone 
call. See proposed CHX Article 8, Rule 13(p)(18); see also FINRA 
Rule 3230(m)(18).
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    The proposed rule change is substantially similar to the FTC's 
provision regarding an exception to the prohibition on making outbound 
telephone calls to persons on the FTC's do-not-call registry.\18\ The 
FTC provided a discussion of the provision when it was adopted pursuant 
to the Prevention Act.\19\
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    \18\ See 16 CFR 3l0.4(b)(1)(iii)(B); see also FINRA Rule 
3230(b).
    \19\ See Federal Trade Commission, Telemarketing Sales Rule, 68 
FR 4580 (Jan. 29, 2003) at 4628; and Federal Trade Commission, 
Telemarketing Sales Rule, 60 FR 43842 (Aug. 23, 1995) at 43854.
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Safe Harbor Provision
    Proposed CHX Article 8, Rule 13(f) provides that the Participant or 
person associated therewith making outbound telephone calls will not be 
liable for initiating any outbound telephone call to any person who has 
registered his or her telephone number on the FTC's national do-not-
call registry if the Participant or person associated therewith 
demonstrates that the violation is the result of an error and that as 
part of the Participant's routine business practice, it meets the 
following standards:
    1. The Participant has established and implemented written 
procedures to comply with the national do-not-call rules;
    2. the Participant has trained its personnel, and any entity 
assisting in its compliance, in procedures established pursuant to the 
national do-not-call rules;
    3. the Participant has maintained and recorded a list of telephone 
numbers that it may not contact; and
    4. the Participant uses a process to prevent outbound telephone 
calls to any telephone number on any list established pursuant to the 
do-not-call rules, employing a version of the national do-not-call 
registry obtained from the administrator of the registry no more than 
thirty-one (31) days prior to the date any call is made, and maintains 
records documenting this process.
    The proposed rule change is substantially similar to the FTC's safe 
harbor to the prohibition on making outbound telephone calls to persons 
on the FTC's national do-not-call registry.\20\ The FTC provided a 
discussion of the provision when it was adopted pursuant to the 
Prevention Act.\21\
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    \20\ See 16 CFR 310.4(b)(1)(iii)(B); see also FINRA Rule 
3230(c).
    \21\ See Federal Trade Commission, Telemarketing Sales Rule, 68 
FR 4580 (Jan. 29, 2003) at 4628; and Federal Trade Commission, 
Telemarketing Sales Rule, 60 FR 43842 (Aug. 23, 1995) at 43855.
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Procedures
    Proposed CHX Article 8, Rule 13(g) adopts procedures that 
Participants must institute to comply with Article 8, Rule 13 prior to 
engaging in telemarketing. Such procedures must meet the following 
minimum standards:
    1. Participants must have a written policy for maintaining their 
firm-specific do-not-call lists.
    2. Personnel engaged in any aspect of telemarketing must be 
informed and trained in the existence and use of the Participant's 
firm-specific do-not-call list.
    3. If the Participant receives a request from a person not to 
receive calls from that Participant, the Participant must record the 
request and place the person's name, if provided, and telephone number 
on the firm's do-not-call list at the time the request is made.\22\
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    \22\ Participants must honor a person's do-not-call request 
within a reasonable time from the date the request was made, which 
may not exceed thirty (30) days from the date of such request. If 
such requests are recorded or maintained by a party other than the 
Participant on whose behalf the outbound telephone call is made, the 
Participant on whose behalf the outbound telephone call is made will 
be liable for any failures to honor the do-not-call request.
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    4. The Participant or person associated therewith making an 
outbound telephone call must provide the called party with the name of 
the individual caller, the name of the Participant, an address or 
telephone number at which the Participant may be contacted, and that 
the purpose of the call is to solicit the purchase of securities or 
related service. The telephone number provided may not be a 900 number 
or any other number for

[[Page 76143]]

which charges exceed local or long distance transmission charges.\23\
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    \23\ See proposed CHX Article 8, Rule 13(g)(4); see also 47 CFR 
64.1200(d)(4) and FINRA Rule 3230(d)(4).
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    5. In the absence of a specific request by the person to the 
contrary, a person's do-not-call request shall apply to the Participant 
making the call, and will not apply to affiliated entities unless the 
consumer reasonably would expect them to be included given the 
identification of the caller and the product being advertised.
    6. The Participant making outbound telephone calls must maintain a 
record of a person's request not to receive further calls.
    Inclusion of this requirement to adopt these procedures will not 
create any new obligations on Participants, as they are already subject 
to identical provisions under the Federal Communications Commission's 
(``FCC'') telemarketing regulations.\24\
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    \24\ See 47 CFR 64.1200(d); see also FINRA Rule 3230(d).
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Wireless Communications
    Proposed CHX Article 8, Rule 13(h) states that the provisions set 
forth under this Rule are applicable to Participants and persons 
associated therewith making outbound telephone calls to wireless 
telephone numbers.\25\
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    \25\ See also FINRA Rule 3230(e).
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Outsourcing Telemarketing
    Proposed CHX Article 8, Rule 13(i) states that if the Participant 
uses another entity or person to perform telemarketing services on its 
behalf, the Participant remains responsible for ensuring compliance 
with all provisions contained in this Rule 13. This proposed rule also 
clarifies that Participants must consider whether the entity or person 
that the Participant uses for outsourcing, must be appropriately 
registered or licensed, where required.\26\
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    \26\ See also FINRA Rule 3230(f).
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Caller Identification Information
    Proposed CHX Article 8, Rule 13(j) provides that any Participant 
that engages in telemarketing, as defined in subparagraph (p)(20) of 
this Rule, must transmit or cause to be transmitted the telephone 
number, and, when made available by the Participant's telephone 
carrier, the name of the Participant, to any caller identification 
service in use by a recipient of an outbound telephone call. The 
telephone number so provided must permit any person to make a do-not-
call request during regular business hours. In addition, any 
Participant that engages in telemarketing, as defined in subparagraph 
(p)(20) of this Rule, is prohibited from blocking the transmission of 
caller identification information.\27\
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    \27\ Caller identification information includes the telephone 
number and, when made available by the Participant's telephone 
carrier, the name of the Participant.
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    The provisions are similar to the caller identification provisions 
in the FTC rules.\28\ Inclusion of these caller identification 
provisions in this proposed rule change will not create any new 
obligations on Participants, as they are already subject to identical 
provisions under FCC telemarketing regulations.\29\
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    \28\ See 16 CFR 310.4(a)(8); see also FINRA Rule 3230(g).
    \29\ See 47 CFR 64.1601(e).
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Unencrypted Consumer Account Numbers
    Proposed CHX Article 8, Rule 13(k) prohibits Participant or persons 
associated therewith from disclosing or receiving, for consideration, 
unencrypted consumer account numbers for use in telemarketing. The 
proposed rule change is substantially similar to the FTC's provision 
regarding unencrypted consumer account numbers.\30\ The FTC provided a 
discussion of the provision when it was adopted pursuant to the 
Prevention Act.\31\ In addition, the term ``unencrypted'' means not 
only complete, visible account numbers, whether provided in lists or 
singly, but also encrypted information with a key to its decryption. 
The proposed definition is substantially similar to the view taken by 
the FTC.\32\
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    \30\ See 16 CFR 310.4(a)(6); see also FINRA Rule 3230(h).
    \31\ See Federal Trade Commission, Telemarketing Sales Rule, 68 
FR 4580 (Jan. 29, 2003) at 4615.
    \32\ See id. at 4616.
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Submission of Billing Information
    Proposed CHX Article 8, Rule 13(l) requires, for any telemarketing 
transaction, a Participant or associated person therewith to obtain the 
express informed consent of the person to be charged and to be charged 
using the identified account. In addition, in any telemarketing 
transaction involving preacquired account information \33\ and a free-
to-pay conversion \34\ feature, the Participant or person associated 
therewith must:
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    \33\ The term ``preacquired account information'' means any 
information that enables a Participant or person associated with a 
Participant to cause a charge to be placed against a customer's or 
donor's account without obtaining the account number directly from 
the customer or donor during the telemarketing transaction pursuant 
to which the account will be charged. See proposed CHX Article 8, 
Rule 13(p)(19).
    \34\ The term ``free-to-pay conversion'' means, in an offer or 
agreement to sell or provide any goods or services, a provision 
under which a customer receives a product or service for free for an 
initial period and will incur an obligation to pay for the product 
or service if he or she does not take affirmative action to cancel 
before the end of that period. See proposed CHX Article 8, Rule 
13(p)(13).
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    1. Obtain from the customer, at a minimum, the last four (4) digits 
of the account number to be charged;
    2. obtain from the customer an express agreement to be charged and 
to be charged using the account number pursuant to subparagraph 
(l)(1)(A); and
    3. make and maintain an audio recording of the entire telemarketing 
transaction.
    In any other telemarketing transaction involving preacquired 
account information not described in paragraph (l)(1), the Participant 
or person associated therewith must:
    1. identify the account to be charged with sufficient specificity 
for the customer to understand what account will be charged; and
    2. obtain from the customer an express agreement to be charged and 
to be charged using the account number identified pursuant to 
subparagraph (l)(2)(A).
    The proposed rule change is substantially similar to the FTC's 
provision regarding the submission of billing information.\35\ The FTC 
provided a discussion of the provision when it was adopted pursuant to 
the Prevention Act.\36\
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    \35\ See 16 CFR 310.4(a)(7); see also FINRA Rule 3230(i).
    \36\ See Federal Trade Commission, Telemarketing Sales Rule, 68 
FR 4580 (Jan. 29, 2003) at 4615.
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Abandoned Calls
    Proposed CHX Article 8, Rule 13(m) prohibits a Participant or 
person associated with the Participant from abandoning \37\ any 
outbound telemarketing call. The abandoned calls prohibition is subject 
to a ``safe harbor'' under proposed subparagraph (m)(2) if:
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    \37\ An outbound call is ``abandoned'' if a person answers it 
and the call is not connected to a person associated with the 
Participant within two (2) seconds of the person's completed 
greeting.
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    1. The Participant or person associated therewith employs 
technology that ensures abandonment of no more than three (3) percent 
of all telemarketing calls answered by a person, measured over the 
duration of a single calling campaign, if less than thirty (30) days, 
or separately over each successive 30-day period or portion thereof 
that the campaign continues;
    2. the Participant or person associated therewith, for each 
telemarketing call placed, allows the telephone to ring for at least 
fifteen (15) seconds or four (4) rings before disconnecting an 
unanswered call;

[[Page 76144]]

    3. whenever a person associated with the Participant is not 
available to speak with the person answering the telemarketing call 
within two (2) seconds after the person's completed greeting, the 
Participant or person associated therewith promptly plays a recorded 
message that states the name and telephone number of the Participant or 
person associated with the Participant on whose behalf the call was 
placed; and
    4. the Participant retains records establishing compliance with the 
``safe harbor.''
    The proposed rule change is substantially similar to the FTC's 
provisions regarding abandoned calls.\38\ The FTC provided a discussion 
of the provisions when they were adopted pursuant to the Prevention 
Act.\39\
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    \38\ See 16 CFR 310.4(b)(1)(iv); see also 16 CFR 310.4(b)(4).
    \39\ See Federal Trade Commission, Telemarketing Sales Rule, 68 
FR 4580 (Jan. 29, 2003) at 4641.
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Prerecorded Messages
    Proposed CHX Article 8, Rule 13(n) prohibits the Participant or 
person associated therewith from initiating any outbound telemarketing 
call that delivers a prerecorded message without a person's express 
written agreement \40\ to receive such calls. The proposed rule change 
also requires that all prerecorded telemarketing calls provide 
specified opt-out mechanisms so that a person can opt out of future 
calls. The prohibition does not apply to a prerecorded message 
permitted for compliance with the ``safe harbor'' for abandoned calls 
under proposed subparagraph (m)(2).
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    \40\ The express written agreement must: (a) Have been obtained 
only after a clear and conspicuous disclosure that the purpose of 
the agreement is to authorize the Participant to place prerecorded 
calls to such person; (b) have been obtained without requiring, 
directly or indirectly, that the agreement be executed as a 
condition of purchasing any good or service; (c) evidence the 
willingness of the called person to receive calls that deliver 
prerecorded messages by or on behalf of the Participant; and (d) 
include the person's telephone number and signature (which may be 
obtained electronically under the E-Sign Act).
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    The proposed rule change is substantially similar to the FTC's 
provisions regarding prerecorded messages.\41\ The FTC provided a 
discussion of the provisions when they were adopted pursuant to the 
Prevention Act.\42\
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    \41\ See 16 CFR 310.4(b)(1)(v); see also FINRA Rule 3230(k).
    \42\ See Federal Trade Commission, Telemarketing Sales Rule, 73 
FR 51164 (Aug. 29, 2008) at 51165.
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Credit Card Laundering
    Proposed CHX Article 8, Rule 13(o) prohibits credit card 
laundering, the practice of depositing into the credit card system \43\ 
a sales draft that is not the result of a credit card transaction 
between the cardholder \44\ and the Participant. Except as expressly 
permitted, the proposed rule change prohibits the Participant or 
associated person therewith from:
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    \43\ The term ``credit card system'' means any method or 
procedure used to process credit card transactions involving credit 
cards issued or licensed by the operator of that system. The term 
``credit card'' means any card, plate, coupon book, or other credit 
device existing for the purpose of obtaining money, property, labor, 
or services on credit. The term ``credit'' means the right granted 
by a creditor to a debtor to defer payment of debt or to incur debt 
and defer its payment. See proposed CHX Article 8, Rule 13(p)(7), 
(8), and (10).
    \44\ The term ``cardholder'' means a person to whom a credit 
card is issued or who is authorized to use a credit card on behalf 
of or in addition to the person to whom the credit card is issued. 
See proposed CHX Article 8, Rule 13(p)(6).
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    1. Presenting or depositing into, the credit card system for 
payment, a credit card sales draft \45\ generated by a telemarketing 
transaction that is not the result of a telemarketing credit card 
transaction between the cardholder and the Participant;
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    \45\ The term ``credit card sales draft'' means any record or 
evidence of a credit card transaction. See proposed CHX Article 8, 
Rule 13(p)(9).
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    2. employ, solicit, or otherwise cause a merchant, or an employee, 
representative or agent of the merchant,\46\ to present to or to 
deposit into the credit card system for payment, a credit card sales 
draft generated by a telemarketing transaction that is not the result 
of a telemarketing credit card transaction between the cardholder and 
the merchant; or
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    \46\ The term ``merchant'' means a person who is authorized 
under written contract with an acquirer to honor or accept credit 
cards, or to transmit or process for payment credit card payments, 
for the purchase of goods or services or a charitable contribution. 
The term ``acquirer'' means a business organization, financial 
institution, or an agent of a business organization or financial 
institution that has authority from an organization that operates or 
licenses a credit card system to authorize merchants to accept, 
transmit, or process payment by credit card through the credit card 
system for money, goods or services, or anything else of value. A 
``charitable contribution'' means any donation or gift of money or 
any other thing of value, for example a transfer to a pooled income 
fund. See proposed CHX Article 8, Rule 13(p)(2) and (14).
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    3. obtain access to the credit card system through the use of a 
business relationship or an affiliation with a merchant, when such 
access is not authorized by the merchant agreement \47\ or the 
applicable credit card system.
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    \47\ The term ``merchant agreement'' means a written contract 
between a merchant and an acquirer to honor or accept credit cards, 
or to transmit or process for payment credit card payments, for the 
purchase of goods or services or charitable contribution. See 
proposed CHX Article 8, Rule 13(p)(15).
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    The proposed rule change is substantially similar to the FTC's 
provisions regarding credit card laundering.\48\ The FTC provided a 
discussion of the provisions when they were adopted pursuant to the 
Prevention Act.\49\
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    \48\ See 16 CFR 310.3(c); see also FINRA Rule 3230(l).
    \49\ See Federal Trade Commission, Telemarketing Sales Rule, 60 
FR 43842 (Aug. 23, 1995) at 43852.
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Definitions
    Proposed CHX Article 8, Rule 13(p) adopts the following 
definitions, which are substantially similar to the FTC's definitions 
of these terms: ``acquirer,'' ``billing information,'' ``caller 
identification service,'' ``cardholder,'' ``charitable contribution,'' 
``credit,'' ``credit card,'' ``credit card sales draft,'' ``credit card 
system,'' ``customer,'' ``donor,'' ``established business 
relationship,'' ``free-to-pay conversion,'' ``merchant,'' ``merchant 
agreement,'' ``outbound telephone call,'' ``person,'' ``preacquired 
account information,'' and ``telemarketing.'' \50\
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    \50\ See proposed CHX Article 8, Rule 13(p)(2), (3), (5), (6), 
(7), (8), (9), (10), (11), (12), (13), (14), (15), (16), (17), (19), 
and (20); and 16 CFR 310.2(a), (c), (d), (e), (f), (h), (i), (j), 
(k), (l), (n), (o), (p), (s), (t), (v), (w), (x), and (dd); see also 
FINRA Rule 3230(m)(2), (3), (5), (6), (7), (8), (9), (10), (11), 
(12), (13), (14), (15), (16), (17), (19), and (20). The proposed 
rule change also adopts definitions of ``account activity,'' 
``broker-dealer of record,'' and ``personal relationship'' that are 
substantially similar to FINRA's definitions of these terms. See 
proposed CHX Article 8, Rule 13(p)(1), (4), and (18) and FINRA Rule 
3230(m)(1), (4), and (18); see also 47 CFR 64.1200(t)(14) (FCC's 
definition of ``personal relationship'').
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Compliance with Other Requirements
    Proposed CHX Article 8, Rule 13.01 states that this Rule does not 
affect the obligation of any Participant or person associated therewith 
that engages in telemarketing to comply with relevant state and federal 
laws and rules, including but not limited to the Telemarketing and 
Consumer Fraud and Abuse Prevention Act,\51\ the Telephone Consumer 
Protection Act,\52\ and the rules of the FCC relating to telemarketing 
practices and the rights of telephone consumers.\53\
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    \51\ 15 U.S.C. 6101-6108, as amended.
    \52\ 47 U.S.C. 227.
    \53\ 47 CFR 64.1200.
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2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Act and the rules and regulations thereunder, in particular Section 
6(b) of the Act.\54\ Specifically, the Exchange believes that the 
proposed rule change furthers the objectives of Section 6(b)(5) \55\ in 
that it is designed to promote just and equitable principles of

[[Page 76145]]

trade, to foster cooperation and coordination with persons engaged in 
facilitating transaction in securities, to remove impediments and 
perfect the mechanisms of a free and open market, and, in general, to 
protect investors and the public interest. More specifically, the 
Exchange believes that the proposed rule change supports the objective 
of the Act by providing greater harmonization between CHX Rules and 
rules of similar purpose of other self-regulatory organizations, such 
as FINRA, resulting in less burdensome and more efficient regulatory 
compliance. In particular, CHX Participants that are also FINRA members 
are subject to both CHX Article 8, Rule 13 and FINRA Rule 3230; CHX 
believes that harmonizing these two rules would promote just and 
equitable principles of trade by requiring a single standard for 
telemarketing. In addition, CHX believes that adopting the amendments 
to CHX Article 8, Rule 13 will assure that the Exchange's rules 
governing telemarketing meet the standards set forth in the Prevention 
Act. To the extent the Exchange has proposed changes that differ from 
the FINRA version of the CHX Rules, the Exchange believes that such 
changes are technical in nature and do not change the substance of the 
proposed CHX Rules. The Exchange also believes that the proposed rule 
change will update and clarify the requirements governing 
telemarketing, which will promote just and equitable principles of 
trade and help to protect investors.
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    \54\ 15 U.S.C. 78f(b).
    \55\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement of Burden on Competition

    The Exchange 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 Regarding the 
Proposed Rule Changes Received From Members, Participants or Others

    CHX neither solicited nor received written comments on the proposed 
rule change.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \56\ and Rule 19b-4(f)(6) \57\ thereunder in 
that it effects a change that: (i) Does not significantly affect the 
protection of investors or the public interest; (ii) does not impose 
any significant burden on competition; and (iii) 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.
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    \56\ 15 U.S.C. 78s(b)(3)(A).
    \57\ 17 CFR 240.19b-4(f)(6).
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    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.

Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposal 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 [email protected]. Please include 
File No. SR-CHX-2012-14 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 No. SR-CHX-2012-14. 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 changes 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 
10:00 a.m. and 3:00 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-CHX-2012-14 and 
should be submitted on or before January 14, 2013.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\58\
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    \58\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-30886 Filed 12-21-12; 8:45 am]
BILLING CODE 8011-01-P