Self-Regulatory Organizations; Boston Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to a Change in the Percentage Ownership Interest in the Boston Options Exchange Group, LLC, 63742-63744 [E8-25536]
Download as PDF
<![CDATA[
63742
Federal Register / Vol. 73, No. 208 / Monday, October 27, 2008 / Notices
110 Stat. 4097, as amended, and in
accordance with the Presidio Trust’s
bylaws, notice is hereby given that a
public meeting of the Presidio Trust
Board of Directors will be held
commencing 6:30 p.m. on Thursday,
November 13, 2008, at the St. Mary’s
Conference Center, 1111 Gough Street,
San Francisco, California. The Presidio
Trust was created by Congress in 1996
to manage approximately eighty percent
of the former U.S. Army base known as
the Presidio, in San Francisco,
California.
The purposes of this meeting are to
provide an Executive Director’s report,
to receive public comment at a second
public meeting of the Presidio Trust’s
Board of Directors on the Draft Presidio
Trust Management Plan Main Post
Update and Draft Supplemental
Environmental Impact Statement, and to
receive public comment on other
matters in accordance with the Presidio
Trust’s Public Outreach Policy.
Individuals requiring special
accommodation at this meeting, such as
needing a sign language interpreter,
should contact Mollie Matull at
415.561.5300 prior to November 6,
2008.
Time: The meeting will begin at 6:30
p.m. on Thursday, November 13, 2008.
ADDRESSES: The meeting will be held at
the St. Mary’s Conference Center, 1111
Gough Street, San Francisco, California.
FOR FURTHER INFORMATION CONTACT:
Karen Cook, General Counsel, the
Presidio Trust, 34 Graham Street, P.O.
Box 29052, San Francisco, California
94129–0052, Telephone: 415.561.5300.
Dated: October 20, 2008.
Karen A. Cook,
General Counsel.
[FR Doc. E8–25492 Filed 10–24–08; 8:45 am]
BILLING CODE 4310–4R–P
SECURITIES AND EXCHANGE
COMMISSION
mstockstill on PROD1PC66 with NOTICES
Sunshine Act Meeting
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 Roundtable on
Mark-to-Market Accounting on
Wednesday, October 29, 2008 beginning
at 9 a.m.
The Roundtable will take place in the
Auditorium of the Commission’s
headquarters at 100 F Street, NE.,
Washington DC. The Roundtable will be
open to the public with seating on a
first-come, first-served basis. Doors will
VerDate Aug<31>2005
17:13 Oct 24, 2008
Jkt 217001
open at 8:30 a.m. Visitors will be subject
to security checks.
The roundtable will consist of an
open discussion on implications of
mark-to-market accounting on the recent
period of market turmoil. The
roundtable will be organized as two
panels, each consisting of investors,
issuers, auditors and other parties with
experience in mark-to-market
accounting.
For further information, please
contact the Office of the Secretary at
(202) 551–5400.
Dated: October 21, 2008.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. E8–25428 Filed 10–24–08; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–58822; File No. SR–BSE–
2008–47]
Self-Regulatory Organizations; Boston
Stock Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of
Proposed Rule Change Relating to a
Change in the Percentage Ownership
Interest in the Boston Options
Exchange Group, LLC
October 21, 2008.
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 October
14, 2008, the Boston Stock Exchange,
Inc. (‘‘BSE’’ or ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
been prepared by the self-regulatory
organization. The Exchange filed the
proposed rule change pursuant to
Section 19(b)(3)(A) of the Act 3 and Rule
19b–4(f)(6) thereunder,4 which renders
the proposal effective upon filing with
the Commission. 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
Schedule A of the Sixth Amended and
Restated Operating Agreement (‘‘BOX
LLC Agreement’’), of the Boston Options
Exchange Group, LLC (‘‘BOX’’), in
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(6).
2 17
PO 00000
Frm 00070
Fmt 4703
Sfmt 4703
connection with the change in the
percentage ownership interest of IB
Exchange Corporation (‘‘IB’’). The text
of the proposed rule change is available
from the principal office of the
Exchange, at the Commission’s Public
Reference Room and also on the
Exchange’s Internet Web site at https://
nasdaqtrader.com/Trader.aspx?id=
Boston_Stock_Exchange.
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 these statements may be examined at
the places specified in Item IV below.
The self-regulatory organization has
prepared summaries, set forth in
Sections A, B, and C below, of the most
significant aspects of such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
On January 13, 2004, the Commission
approved four BSE proposals that
together established, through an
operating agreement among its owners,
a Delaware limited liability company,
BOX LLC, to operate BOX as an options
trading facility of the Exchange.5 On
August 7, 2008, the Commission
approved three BSE proposals that
included a transfer of BSE’s Ownership
Interest in BOX to MX US 2, Inc. (‘‘MX
US 2’’), a wholly owned U.S. subsidiary
of the Montreal Exchange Inc. (‘‘MX’’),
and an amendment to the BOX LLC
Agreement among the BOX owners.6
BOX intends to purchase the BOX
units (‘‘Units’’) held by a BOX LLC
member (‘‘Seller’s Units’’) representing
5 See Securities Exchange Act Release No. 49066
(January 13, 2004), 69 FR 2773 (January 20, 2004)
(SR–BSE–2003–17) (establishing a fee schedule for
the proposed BOX facility); Securities Exchange Act
Release No. 49065 (January 13, 2004), 69 FR 2768
(January 20, 2004) (SR–BSE–2003–04) (creating
Boston Options Exchange Regulation, LLC to which
the BSE would delegate its self-regulatory functions
with respect to the BOX facility); Securities
Exchange Act Release No. 49068 (January 13, 2004),
69 FR 2775 (January 20, 2004) (SR–BSE–2002–15)
(approving trading rules for the BOX facility);
Securities Exchange Act Release No. 49067 (January
13, 2004), 69 FR 2761 (January 20, 2004) (SR–BSE–
2003–19) (approving certain regulatory provisions
of the operating agreement of BOX LLC).
6 See Securities Exchange Act Release No. 58324
(August 7, 2008), 73 FR 46936 (August 12, 2008)
(SR–BSE–2008–02, SR–BSE–2008–23, and SR–
BSE–2008–25).
E:\FR\FM\27OCN1.SGM
27OCN1
Federal Register / Vol. 73, No. 208 / Monday, October 27, 2008 / Notices
mstockstill on PROD1PC66 with NOTICES
an ownership interest of 1.09% and
subsequently cancel the Seller’s Units
pursuant to Section 2.8(d) of the BOX
LLC Agreement. As a result of this
transaction, the percentage ownership
interests of the other members of the
BOX LLC Agreement will increase. In
particular, IB’s 19.87% ownership
interest in BOX LLC will thereafter be
20.09%, and MX US 2, Inc.’s 53.24%
ownership interest will increase to
53.83%.
Pursuant to Section 8.4(f) of the BOX
LLC Agreement, any transfer of BOX
Units that results in the acquisition and
holding by any person, alone or together
with any affiliate of such person, of an
aggregate percentage interest level
which meets or crosses the threshold
level of 20% is subject to the rule filing
process pursuant to Section 19 of the
Act. In addition, Section 8.7 of the BOX
LLC Agreement, as previously approved
by the Commission, states that upon the
valid transfer of all or any portion of a
BOX Member’s Units, the BOX Board
shall amend Schedule A as may be
necessary to reflect changes in the rights
of Unit holders.7
As a result of IB crossing the 20%
threshold level, the Exchange is
submitting the proposed rule change
and amended Schedule A of the BOX
LLC Agreement to the Commission. This
proposal, in compliance with Sections
8.4(f) and 8.7 of the BOX LLC
Agreement, will allow BOX to amend
Schedule A to reflect the changes in the
percentage ownership interests of the
other Unit holders that are the result of
the transfer.
2. Statutory Basis
The Exchange believes that the
proposal is consistent with the
requirements of Section 6(b) of the Act,8
in general, and furthers the objectives of
Section 6(b)(1),9 in particular, in that it
enables the Exchange to be so organized
so as to have the capacity to be able to
carry out the purposes of the Act and to
comply, and to enforce compliance by
its exchange members and persons
associated with its exchange members,
with the provisions of the Act, the rules
and regulations thereunder, and the
rules of the Exchange. The Exchange
also believes that this filing furthers the
objectives of Section 6(b)(5) of the Act 10
in that it is designed to facilitate
transactions in securities, to prevent
fraudulent and manipulative acts and
practices, to promote just and equitable
principles of trade, to foster cooperation
Section 8.7, BOX LLC Agreement.
U.S.C. 78f(b).
9 15 U.S.C. 78f(b)(1).
10 15 U.S.C. 78f(b)(5).
and coordination with persons engaged
in regulating, clearing, settling,
processing information with respect to,
and facilitating transactions in
securities, to remove impediments to
and perfect the mechanism of a free and
open market and a national market
system, and, in general, to protect
investors and the public interest.
B. Self-Regulatory Organization’s
Statement on 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 on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange has neither solicited
nor received comments on the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule
change does not: (i) Significantly affect
the protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate if
consistent with the protection of
investors and the public interest, it has
become effective pursuant to Section
19(b)(3)(A) of the Act 11 and Rule 19b–
4(f)(6) thereunder.12
A proposed rule change filed under
Rule 19b–4(f)(6) normally may not
become operative prior to 30-days after
the date of filing.13 However, Rule 19b–
4(f)(6)(iii) permits the Commission to
designate a shorter time if such action
is consistent with the protection of
investors and the public interest.14 The
Exchange has requested that the
Commission waive the 30-day operative
delay. The Commission believes that
waiving the 30-day operative delay is
consistent with the protection of
investors and the public interest
because the transfer of ownership
interests occurred on October 15, 2008,
and there is no reason to delay
implementation of the changes to
Schedule A of the BOX LLC Agreement.
Accordingly, the Commission
7 See
11 15
8 15
12 17
VerDate Aug<31>2005
17:13 Oct 24, 2008
Jkt 217001
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6).
13 17 CFR 240.19b–4(f)(6)(iii).
14 17 CFR 240.19b–4(f)(6)(iii).
PO 00000
Frm 00071
Fmt 4703
Sfmt 4703
63743
designates the proposal to be operative
upon filing with the Commission.15
Rule 19b–4(f)(6)(iii) requires the selfregulatory organization to give the
Commission notice of its intent to file
the proposed rule change, along with a
brief description and text of the
proposed rule change, at least five
business days prior to the date of filing
of the proposed rule change, or such
shorter time as designated by the
Commission. BSE has requested that the
Commission designate a shorter
notification time. The Commission
hereby waives the five-day notice
period. As explained above, it was
necessary for BSE to file its proposed
rule change expeditiously so that the
changes in the percentage ownership
interest of the Unit holders can be
immediately incorporated in the BOX
LLC Agreement.
At any time within 60 days of the
filing of the proposed rule change, the
Commission may summarily abrogate
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.16
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
*a Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–BSE–2008–47 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street, NE.,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–BSE–2008–47. 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 (https://www.sec.gov/
15 For purposes only of waiving the 30-day
operative delay, the Commission has considered the
proposed rule’s impact on efficiency, competition,
and capital formation. 15 U.S.C. 78c(f).
16 See 15 U.S.C. 78s(b)(3)(C).
E:\FR\FM\27OCN1.SGM
27OCN1
63744
Federal Register / Vol. 73, No. 208 / Monday, October 27, 2008 / Notices
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 inspection and copying in
the Commission’s Public Reference
Room, 100 F Street, NE., Washington,
DC 20549, on official business days
between the hours of 10 a.m. and 3 p.m.
Copies of the filing also will be available
for inspection and copying at the
principal office of the BSE. 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–BSE–2008–47 and should
be submitted on or before November 17,
2008.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.17
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8–25536 Filed 10–24–08; 8:45 am]
BILLING CODE 8011–01–P
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
Chicago Board Options Exchange,
Incorporated (‘‘CBOE’’ or ‘‘Exchange’’)
proposes to amend its Fees Schedule to
eliminate registered representative fees
and institute a new transaction-based
‘‘Options Regulatory Fee.’’ The text of
the proposed rule change is available on
the Exchange’s Web site (https://
www.cboe.org/legal), at the Exchange’s
Office of the Secretary and at the
Commission’s Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission,
CBOE 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. CBOE has prepared
summaries, set forth in Sections A, B,
and C below, of the most significant
aspects of such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–58817; File No. SR–CBOE–
2008–105]
Self-Regulatory Organizations;
Chicago Board Options Exchange,
Incorporated; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change Relating to the
Registered Representative Fee and an
Options Regulatory Fee
mstockstill on PROD1PC66 with NOTICES
October 20, 2008.
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 October
14, 2008, the Chicago Board Options
Exchange, Incorporated 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 CBOE. The Commission is
publishing this notice to solicit
17 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
VerDate Aug<31>2005
17:13 Oct 24, 2008
Jkt 217001
Background
Registered representative fees (‘‘RR
Fees’’) as well as other regulatory fees
collected by the Exchange are intended
to cover a portion of the cost of the
Exchange’s regulatory programs.3 The
Exchange has assessed RR Fees since
1990. Each CBOE member firm that
registers a financial advisor (or
registered representative), Registered
Options Principal or Financial/
Operations Principal is assessed RR
Fees based on the action associated with
the registration. There are annual fees as
well as initial, transfer and termination
fees.4 Today all options exchanges,
regardless of size, charge similar
registered representative fees.
Some member firms have raised
concerns that the current self-regulatory
organization (‘‘SRO’’) regulatory fee
structure, in which every options
3 In addition to RR Fees, CBOE derives revenue
associated with its regulatory programs from
Designated Examining Authority (‘‘DEA’’) Fees and
Communication Review Fees. These fees are
discussed further below.
4 See Section 12(A) of the CBOE Fees Schedule
and CBOE Rule 2.22.
PO 00000
Frm 00072
Fmt 4703
Sfmt 4703
exchange charges similar fees to their
member firms, does not appear justified.
Each RR Fee is a fixed amount of money
a member firm pays to the Exchange for
each registered representative within
the firm. The Exchange believes that RR
Fees are no longer the most equitable
manner to assess regulatory fees because
today there are more Internet and
discount brokerage firms with few
registered representatives that pay little
in RR Fees and fewer traditional
brokerage firms with many registered
representatives. The regulatory effort the
Exchange expends to review the
transactions of each type of firm is not
commensurate with the number of
registered representatives that each firm
employs.
In addition, due to the manner in
which RR Fees are charged, it is
possible for a member firm to
restructure its business to avoid paying
these fees altogether. A firm can avoid
RR Fees by terminating its CBOE
membership and sending its business to
the Exchange through another member
firm, even an affiliated firm that has
many fewer registered representatives. If
member firms terminated their
memberships to avoid RR Fees, the
Exchange would suffer the loss of a
major source of funding for its
regulatory programs. The Exchange
notes that one member firm has already
terminated its membership to avoid RR
Fees. The Exchange believes other firms
will do the same unless the Exchange
changes it regulatory fee structure.
Options Regulatory Fee
In order to address the concerns
raised by member firms and to avoid the
possibility of losing significant
regulatory fee revenue, the Exchange
proposes to eliminate RR Fees and
replace them with a transaction-based
‘‘Options Regulatory Fee’’ (‘‘ORF’’). The
ORF would be $.0045 per contract and
would be assessed by the Exchange to
each member for all options transactions
executed by the member that are cleared
by The Options Clearing Corporation
(‘‘OCC’’) in the customer range (i.e., that
clear in the customer account of the
member’s clearing firm at OCC),
excluding P/A Orders as defined in the
Options Intermarket Linkage Plan
(‘‘Linkage’’). The ORF would be
imposed upon all such transactions
executed by a member, even if such
transactions do not take place on the
Exchange.5 The ORF would be collected
5 The ORF would apply to all ‘‘B’’, ‘‘C’’, and ‘‘W’’
account origin code orders executed by a member
on the Exchange. CBOE order origin codes are
defined in CBOE Regulatory Circular RG08–105.
Exchange rules require each member to record the
appropriate account origin code on all orders at the
E:\FR\FM\27OCN1.SGM
27OCN1
]]>Agencies
[Federal Register Volume 73, Number 208 (Monday, October 27, 2008)]
[Notices]
[Pages 63742-63744]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-25536]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-58822; File No. SR-BSE-2008-47]
Self-Regulatory Organizations; Boston Stock Exchange, Inc.;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
Relating to a Change in the Percentage Ownership Interest in the Boston
Options Exchange Group, LLC
October 21, 2008.
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 October 14, 2008, the Boston Stock Exchange, Inc. (``BSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the self-regulatory
organization. The Exchange filed the proposed rule change pursuant to
Section 19(b)(3)(A) of the Act \3\ and Rule 19b-4(f)(6) thereunder,\4\
which renders the proposal effective upon filing with the Commission.
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.
\3\ 15 U.S.C. 78s(b)(3)(A).
\4\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend Schedule A of the Sixth Amended and
Restated Operating Agreement (``BOX LLC Agreement''), of the Boston
Options Exchange Group, LLC (``BOX''), in connection with the change in
the percentage ownership interest of IB Exchange Corporation (``IB'').
The text of the proposed rule change is available from the principal
office of the Exchange, at the Commission's Public Reference Room and
also on the Exchange's Internet Web site at https://nasdaqtrader.com/
Trader.aspx?id=Boston_Stock_Exchange.
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 these statements may be examined at
the places specified in Item IV below. The self-regulatory organization
has prepared summaries, set forth in Sections A, B, and C below, of the
most significant aspects of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
On January 13, 2004, the Commission approved four BSE proposals
that together established, through an operating agreement among its
owners, a Delaware limited liability company, BOX LLC, to operate BOX
as an options trading facility of the Exchange.\5\ On August 7, 2008,
the Commission approved three BSE proposals that included a transfer of
BSE's Ownership Interest in BOX to MX US 2, Inc. (``MX US 2''), a
wholly owned U.S. subsidiary of the Montreal Exchange Inc. (``MX''),
and an amendment to the BOX LLC Agreement among the BOX owners.\6\
---------------------------------------------------------------------------
\5\ See Securities Exchange Act Release No. 49066 (January 13,
2004), 69 FR 2773 (January 20, 2004) (SR-BSE-2003-17) (establishing
a fee schedule for the proposed BOX facility); Securities Exchange
Act Release No. 49065 (January 13, 2004), 69 FR 2768 (January 20,
2004) (SR-BSE-2003-04) (creating Boston Options Exchange Regulation,
LLC to which the BSE would delegate its self-regulatory functions
with respect to the BOX facility); Securities Exchange Act Release
No. 49068 (January 13, 2004), 69 FR 2775 (January 20, 2004) (SR-BSE-
2002-15) (approving trading rules for the BOX facility); Securities
Exchange Act Release No. 49067 (January 13, 2004), 69 FR 2761
(January 20, 2004) (SR-BSE-2003-19) (approving certain regulatory
provisions of the operating agreement of BOX LLC).
\6\ See Securities Exchange Act Release No. 58324 (August 7,
2008), 73 FR 46936 (August 12, 2008) (SR-BSE-2008-02, SR-BSE-2008-
23, and SR-BSE-2008-25).
---------------------------------------------------------------------------
BOX intends to purchase the BOX units (``Units'') held by a BOX LLC
member (``Seller's Units'') representing
[[Page 63743]]
an ownership interest of 1.09% and subsequently cancel the Seller's
Units pursuant to Section 2.8(d) of the BOX LLC Agreement. As a result
of this transaction, the percentage ownership interests of the other
members of the BOX LLC Agreement will increase. In particular, IB's
19.87% ownership interest in BOX LLC will thereafter be 20.09%, and MX
US 2, Inc.'s 53.24% ownership interest will increase to 53.83%.
Pursuant to Section 8.4(f) of the BOX LLC Agreement, any transfer
of BOX Units that results in the acquisition and holding by any person,
alone or together with any affiliate of such person, of an aggregate
percentage interest level which meets or crosses the threshold level of
20% is subject to the rule filing process pursuant to Section 19 of the
Act. In addition, Section 8.7 of the BOX LLC Agreement, as previously
approved by the Commission, states that upon the valid transfer of all
or any portion of a BOX Member's Units, the BOX Board shall amend
Schedule A as may be necessary to reflect changes in the rights of Unit
holders.\7\
---------------------------------------------------------------------------
\7\ See Section 8.7, BOX LLC Agreement.
---------------------------------------------------------------------------
As a result of IB crossing the 20% threshold level, the Exchange is
submitting the proposed rule change and amended Schedule A of the BOX
LLC Agreement to the Commission. This proposal, in compliance with
Sections 8.4(f) and 8.7 of the BOX LLC Agreement, will allow BOX to
amend Schedule A to reflect the changes in the percentage ownership
interests of the other Unit holders that are the result of the
transfer.
2. Statutory Basis
The Exchange believes that the proposal is consistent with the
requirements of Section 6(b) of the Act,\8\ in general, and furthers
the objectives of Section 6(b)(1),\9\ in particular, in that it enables
the Exchange to be so organized so as to have the capacity to be able
to carry out the purposes of the Act and to comply, and to enforce
compliance by its exchange members and persons associated with its
exchange members, with the provisions of the Act, the rules and
regulations thereunder, and the rules of the Exchange. The Exchange
also believes that this filing furthers the objectives of Section
6(b)(5) of the Act \10\ in that it is designed to facilitate
transactions in securities, to prevent fraudulent and manipulative acts
and practices, to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------
\8\ 15 U.S.C. 78f(b).
\9\ 15 U.S.C. 78f(b)(1).
\10\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on 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 on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange has neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate if consistent with
the protection of investors and the public interest, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \11\ and Rule 19b-
4(f)(6) thereunder.\12\
---------------------------------------------------------------------------
\11\ 15 U.S.C. 78s(b)(3)(A).
\12\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
A proposed rule change filed under Rule 19b-4(f)(6) normally may
not become operative prior to 30-days after the date of filing.\13\
However, Rule 19b-4(f)(6)(iii) permits the Commission to designate a
shorter time if such action is consistent with the protection of
investors and the public interest.\14\ The Exchange has requested that
the Commission waive the 30-day operative delay. The Commission
believes that waiving the 30-day operative delay is consistent with the
protection of investors and the public interest because the transfer of
ownership interests occurred on October 15, 2008, and there is no
reason to delay implementation of the changes to Schedule A of the BOX
LLC Agreement. Accordingly, the Commission designates the proposal to
be operative upon filing with the Commission.\15\
---------------------------------------------------------------------------
\13\ 17 CFR 240.19b-4(f)(6)(iii).
\14\ 17 CFR 240.19b-4(f)(6)(iii).
\15\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. 15 U.S.C. 78c(f).
---------------------------------------------------------------------------
Rule 19b-4(f)(6)(iii) requires the self-regulatory organization to
give the Commission notice of its intent to file the proposed rule
change, along with a brief description and text of the proposed rule
change, at least five business days prior to the date of filing of the
proposed rule change, or such shorter time as designated by the
Commission. BSE has requested that the Commission designate a shorter
notification time. The Commission hereby waives the five-day notice
period. As explained above, it was necessary for BSE to file its
proposed rule change expeditiously so that the changes in the
percentage ownership interest of the Unit holders can be immediately
incorporated in the BOX LLC Agreement.
At any time within 60 days of the filing of the proposed rule
change, the Commission may summarily abrogate 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.\16\
---------------------------------------------------------------------------
\16\ See 15 U.S.C. 78s(b)(3)(C).
---------------------------------------------------------------------------
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
*a Use the Commission's Internet comment form (https://www.sec.gov/
rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-BSE-2008-47 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-BSE-2008-47. 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 (https://www.sec.gov/
[[Page 63744]]
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 inspection
and copying in the Commission's Public Reference Room, 100 F Street,
NE., Washington, DC 20549, on official business days between the hours
of 10 a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the BSE. 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-BSE-2008-47 and should be
submitted on or before November 17, 2008.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
---------------------------------------------------------------------------
\17\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-25536 Filed 10-24-08; 8:45 am]
BILLING CODE 8011-01-P
