8418 Federal Register / Vol. 75, No. 36 / Wednesday, February 24, 2010 / Notices 

11 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(3). 

5 15 U.S.C. 78s(b). 

6The Stipulation can be found at (http:// 

www.cboe.org/Legal/pdf/ 

StipulationofSettlement.pdf). The Stipulation was 

amended on September 30, 2008 to change, among 

other things, an eligibility date to participate in the 

settlement. This first amendment can be found at 

(http://www.cboe.org/Legal/pdf/ 

AmendmenttoStipulationofSettlement.pdf). The 

Stipulation also was amended on October 6, 2008 

to change, among other things, the settlement 

period. This second amendment can be found at 

(http://www.cboe.org/Legal/pdf/ 

SecondAmendment.pdf). 

7CME Group Inc. et al. v. CBOE Inc. et al., Civil 

Action No. 2369–VCN (Filed Aug. 23, 2006). 

8CME Group Inc. et al. v. CBOE Inc. et al., Civil 

Action No. 2369–VCN (Memorandum Opinion 

dated June 3, 2009). This Opinion can be found at 

(http://www.cboe.org/Legal/pdf/ 

_0603134855_001.pdf). 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(a) By order approve such proposed 

rule change, or 

(b) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change, as amended, 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 e-mail to rulecomments@sec.gov. Please include File 

Number SR–BX–2010–009 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–BX–2010–009. This file 

number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street, NE., 

Washington, DC 20549, on official 

business days between the hours of 

10 a.m. and 3 p.m. Copies of such filing 

also will 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 Number SR–BX– 

2010–009 and should be submitted on 

or before March 17, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–3640 Filed 2–23–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61530; File No. SR–CBOE– 

2010–014] 

Self-Regulatory Organizations; 

Chicago Board Options Exchange, 

Incorporated; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Relating to a Settlement 

Payment Obligation 

February 17, 2010. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (‘‘Act’’ 

or ‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on February 3, 2010, the Chicago Board 

Options Exchange, Incorporated 

(‘‘CBOE’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’ or ‘‘SEC’’) the proposed 

rule change as described in Items I, II 

and III below, which Items have been 

prepared by the CBOE. CBOE has filed 

the proposal pursuant to Section 

19(b)(3)(A)(iii) of the Act 3 and Rule 

19b–4(f)(3) 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 parties. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

CBOE is filing this proposed rule 

change with the Commission under 

Section 19(b) of the Act in connection 

with a matter that is concerned solely 

with the administration of the 

Exchange.5

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. The 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 the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange agreed to make a 

Payment described below pursuant to 

the Stipulation of Settlement 

(‘‘Stipulation’’) into which the Exchange 

entered on August 20, 2008, with The 

Board of Trade of the City of Chicago, 

Inc. (‘‘Board of Trade’’ or ‘‘CBOT’’), its 

parent company CME Group, Inc. (‘‘CME 

Group’’), and a class of persons 

(collectively, the ‘‘CBOT Parties’’).6 The 

Stipulation resolves a lawsuit (‘‘CBOT 

Lawsuit’’) brought by the CBOT Parties 

against the Exchange and its Board of 

Directors (‘‘CBOE Board’’).7 The Court of 

Chancery of the State of Delaware (the 

‘‘Delaware Court’’) approved the 

Stipulation on June 3, 2009 in a 

Memorandum Opinion (‘‘Opinion’’) and 

entered its Order of Final Approval and 

Final Judgment on July 29, 2009.8 On 

December 2, 2009, the Delaware 

Supreme Court approved the dismissal 

of all appeals of the Order of Final 

Approval and Final Judgment. The 

dismissal constitutes the final judicial 

approval of the Stipulation. 

The Exchange is filing this proposed 

rule change in connection with its 

obligation to make the Payment 

pursuant to the Stipulation. The 


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Federal Register / Vol. 75, No. 36 / Wednesday, February 24, 2010 / Notices 8419 

9 15 U.S.C. 78s(b)(3)(A)(iii). 

10 17 CFR 240.19b–4(f)(3). 

11 15 U.S.C. 78s(b). 

12See Securities Exchange Act Release No. 55190 

(Jan. 29, 2007), 72 FR 5472 (Feb. 6, 2007) (notice 

of filing of SR–CBOE–2006–106). 

13See Securities Exchange Act Release No. 56016 

(Jul. 5, 2007), 72 FR 38106 (Jul. 12, 2007) (notice 

of filing and immediate effectiveness of SR–CBOE– 

2007–77). 

14 In order to be an Exerciser Member 

immediately prior to the CME Transaction, a CBOT 

‘‘member’’ needed to hold (i) one B–1 Membership, 

(ii) one Exercise Right Privilege, and (iii) 27,338 

shares of CBOT Common Stock. 

15As part of the CME Transaction, the 27,338 

shares of CBOT Common Stock were converted into 

10,251.75 shares of CME Group Common Stock. 

16See Securities Exchange Act Release No. 56458 

(Sept. 18, 2007), 72 FR 54309 (Sept. 24, 2007) 

(notice of filing and immediate effectiveness of SR– 

CBOE–2007–107). 

17See Securities Exchange Act Release No. 57159 

(Jan. 15, 2008), 73 FR 3769 (Jan. 22, 2008) (order 

approving SR–CBOE–2006–106). 

Exchange has concluded that the 

Payment is part of the business decision 

it made to resolve the CBOT Lawsuit, 

and that its act of making the Payment 

therefore is concerned solely with the 

administration of the Exchange. Even 

though CBOE believes that this rule 

filing does not implicate its 

responsibilities as a self-regulatory 

organization (‘‘SRO’’), and thus is not 

required to be submitted as a proposed 

rule change, the Exchange is filing it 

with the SEC out of an abundance of 

caution because CBOE agreed in the 

Stipulation to use its best efforts to 

obtain any necessary SEC approval to 

make the Payment. CBOE has 

subsequently concluded that the 

proposed rule change can be filed under 

Section 19(b)(3)(A)(iii) of the Exchange 

Act 9 and Rule 19b–4(f)(3) 10 thereunder 

because the proposed rule change is 

concerned solely with the 

administration of the Exchange. 

Accordingly, the proposed rule change 

will take effect upon its filing with the 

SEC. CBOE has concluded that this rule 

filing satisfies the conditions for making 

the payment that are contained in the 

Stipulation. 

(i) Background on the CBOT Lawsuit 

As described in the Stipulation, CBOE 

was established and initially funded by 

the Board of Trade. As a result, in 1972, 

the Board of Trade included a right in 

Article Fifth(b) (‘‘Article Fifth(b)’’) of 

CBOE’s Certificate of Incorporation— 

known as the ‘‘Exercise Right’’—that 

allows a Board of Trade ‘‘member’’ to 

become a member of CBOE without 

separately paying for that membership. 

Board of Trade members who became 

CBOE members pursuant to Article 

Fifth(b) were known as ‘‘Exerciser 

Members.’’ Under CBOE rules, only an 

individual can become an Exerciser 

Member. 

In response to CBOE’s plans to 

demutualize, the Board of Trade, which 

had already demutualized, its parent 

CBOT Holdings, Inc. (‘‘CBOT 

Holdings’’), and two individuals 

representing a class of certain Board of 

Trade members filed the CBOT Lawsuit 

on August 23, 2006. In that lawsuit, the 

plaintiffs sought, among other things, a 

declaratory judgment that CBOE was 

required, by Article Fifth(b) and an 

agreement interpreting Article Fifth(b), 

to treat Exerciser Members of CBOE the 

same in the demutualization as CBOE 

members who paid for their 

memberships (‘‘CBOE Seat Owners’’). 

On October 17, 2006, CBOT Holdings 

and Chicago Mercantile Exchange 

Holdings, Inc., now known as CME 

Group, announced a transaction 

whereby CME Group would merge with 

CBOT Holdings, and CME Group would 

survive the merger (the ‘‘CME 

Transaction’’), with the Board of Trade 

becoming a wholly-owned subsidiary of 

CME Group after the CME Transaction. 

In response to that announcement, 

CBOE filed an interpretation of Article 

Fifth(b) with the Commission on 

December 12, 2006 pursuant to Section 

19(b) of the Exchange Act.11 In that rule 

filing (the ‘‘Eligibility Rule Filing’’), 

CBOE sought the Commission’s 

approval of its interpretation of Article 

Fifth(b) that, upon consummation of the 

CME Transaction, no persons any longer 

would qualify as ‘‘members’’ of the 

Board of Trade as that term is used in 

Article Fifth(b) and that, as a result, no 

person would be eligible to be an 

Exerciser Member of CBOE.12

On June 6, 2007, CME Group and 

CBOT Holdings announced that the vote 

to approve the CME Transaction would 

take place on July 9, 2007 and that, if 

approved, the CME Transaction would 

be consummated immediately 

thereafter. To address the impact of the 

CME Transaction on the membership 

status of Exerciser Members, the CBOE 

filed Interpretation and Policy .01 of 

CBOE Rule 3.19 (the ‘‘Continued 

Membership Interpretation’’) with the 

SEC on July 2, 2007.13 The Continued 

Membership Interpretation, which was 

effective upon filing, provided that 

persons who were Exerciser Members in 

good standing before the consummation 

of the CME Transaction would 

temporarily retain their CBOE 

membership status until the SEC ruled 

on the Eligibility Rule Filing (persons 

who temporarily retained their CBOE 

membership status pursuant to the 

Continued Membership Interpretation 

and the Transition Rule Filing (as 

defined below) are referred to as ‘‘CBOE 

Temporary Members,’’ and the rights 

they hold are referred to as ‘‘Temporary 

Memberships’’).14 On July 9, 2007, the 

shareholders of CME Group and CBOT 

Holdings and members of the Board of 

Trade voted to approve the CME 

Transaction. The CME Transaction was 

consummated on July 12, 2007, and the 

Board of Trade became a wholly-owned 

subsidiary of CME Group.15

On September 10, 2007, CBOE filed 

Interpretation and Policy .02 of CBOE 

Rule 3.19 (the ‘‘Transition Rule Filing’’) 

with the SEC.16 The Transition Rule 

Filing, which was effective upon filing, 

provided that the membership status of 

CBOE Temporary Members would 

continue after the SEC approved the 

Eligibility Rule Filing until, among 

other things, the consummation of a 

transaction pursuant to which either 

CBOE was converted into a stock 

corporation or memberships in CBOE 

were converted into stock. Pursuant to 

the Continued Membership 

Interpretation and the Transition Rule 

Filing, all CBOE Temporary Members 

were required to pay access fees 

(‘‘Access Fees’’) to CBOE to have 

continued trading access to the 

Exchange. 

On January 15, 2008, the SEC 

approved the interpretation in the 

Eligibility Rule Filing that no person 

qualifies to become or remain an 

Exerciser Member of CBOE pursuant to 

Article Fifth(b) following the CME 

Transaction.17 On March 14, 2008, 

certain CBOT Parties filed a Petition for 

Review in the United States Court of 

Appeals for the District of Columbia 

Circuit, Case No. 08–1116, seeking 

review of the SEC order approving the 

Eligibility Rule Filing (the ‘‘Federal 

Appeal’’). The Federal Appeal was 

dismissed on December 4, 2009, 

following the termination of the CBOT 

Lawsuit. 

As noted above, CBOE entered into 

the Stipulation with the CBOT Parties 

on August 20, 2008 to settle the CBOT 

Lawsuit. The Stipulation was approved 

by the CBOE membership on September 

17, 2008, and was approved by the 

Delaware Court on June 3, 2009. The 

Stipulation, among other things, 

provides for the payment of 

consideration to the members of the 

settlement class. 

The Stipulation provides that subject 

to Commission approval, part of that 

consideration would be a payment 

(‘‘Payment’’) to class members who also 

qualified as CBOE Temporary Members 

and who beneficially owned the three 

parts necessary to be an Exerciser 

Member on July 11, 2007 (‘‘Eligible 


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8420 Federal Register / Vol. 75, No. 36 / Wednesday, February 24, 2010 / Notices 

18See supra note 14. The Payment is referred to 

in the Stipulation as the ‘‘Supplemental Fee Based 

Payment,’’ and is described in paragraph 36G of the 

Stipulation. 

19The Stipulation defines the ‘‘CBOE 

Demutualization Date’’ as ‘‘the date on which the 

CBOE Demutualization Transaction is effective,’’ the 

‘‘CBOE Demutualization Transaction’’ as the ‘‘the 

transaction in which the memberships held by 

CBOE Seat Owners will be converted into or 

exchanged for Class A Common Stock of the CBOE 

Demutualization Entity,’’ and the ‘‘CBOE 

Demutualization Entity’’ as ‘‘CBOE Holdings, Inc., a 

Delaware stock corporation, or such other Delaware 

stock corporation, including CBOE, if applicable, 

the common stock of which is issued to CBOE Seat 

Owners and [certain members of the settlement 

class] in the CBOE Demutualization Transaction.’’ 

In addition, the Stipulation defines the ‘‘CBOE 

Conversion Event Date’’ as ‘‘the date on which a 

CBOE Conversion Event is effective,’’ and the 

‘‘CBOE Conversion Event’’ as ‘‘(i) any consolidation, 

combination or merger of CBOE with another entity, 

other than the CBOE Demutualization Transaction, 

regardless of which entity is the surviving entity, 

in connection with which CBOE Seat Owners shall 

be entitled to receive securities, cash, assets, rights 

or other property or things of value (or any 

combination thereof) in respect of their 

memberships, (ii) the sale, lease, transfer, license or 

other disposition, in a single transaction or series 

of transactions, of all or substantially all of the 

assets of CBOE, (iii) any liquidation, dissolution, or 

winding up of CBOE or (iv) any recapitalization, 

reorganization or other transaction or event, or 

series of transactions or events, other than the 

CBOE Demutualization Transaction, upon the 

effectiveness of which CBOE Seat Owners shall be 

entitled to receive securities, cash, assets, rights or 

other property or things of value (or any 

combination thereof) upon conversion, sale or other 

disposition of, or in exchange for, their 

memberships.’’ 

20As noted above, CBOE has determined to file 

the proposed rule change under Section 

19(b)(3)(A)(iii) of the Exchange Act and Rule 19b– 

4(f)(3) thereunder because it is concerned solely 

with the administration of CBOE. 15 U.S.C. 

78s(b)(3)(A)(iii) and 17 CFR 240.19b–4(f)(3). 

21While the Delaware Court referred to these 

Additional Payments as ‘‘rebates’’ in its Opinion, we 

believe that these Additional Payments are more 

properly characterized as part of the business 

decision to settle the CBOT Lawsuit. 

22See CBOE Information Circular IC08–143. 

23 15 U.S.C. 78f(b)(4). 

24 15 U.S.C. 78f(b)(5) and (b)(8). 

CBOE Temporary Members’’).18 The 

Payment to each such Eligible CBOE 

Temporary Member would equal the 

total amount of Access Fees paid to 

CBOE by such Eligible CBOE Temporary 

Member during the period from June 1, 

2008 to the date CBOE demutualizes 

(‘‘CBOE Demutualization Date’’) or the 

date CBOE is restructured in a different 

manner (‘‘CBOE Conversion Event 

Date’’).19 The Payment would be 

measured exclusively in respect of 

Access Fees that were paid in respect of 

CBOE Temporary Membership(s) held 

because the Eligible CBOE Temporary 

Member beneficially owned the three 

parts necessary to be an Exerciser 

Member on July 11, 2007. Under the 

Stipulation, the Payment would be paid 

by CBOE within five business days of 

the later of (i) the CBOE 

Demutualization Date or the CBOE 

Conversion Event Date, and (ii) the 

SEC’s order approving CBOE’s request 

to make the Payment. 

(ii) Discussion 

Under paragraph 22 of CBOE’s fee 

schedule, every CBOE Temporary 

Member is required to pay a monthly fee 

to CBOE to have access to the Exchange 

(i.e., an Access Fee). This paragraph 

provides in part that this fee ‘‘is assessed 

to each person granted temporary CBOE 

membership status under CBOE Rule 

3.19.02,’’ and that this fee ‘‘is nonrefundable.’’ 

CBOE is filing this proposed rule 

change to reflect its conclusion that the 

Payment is part of the business decision 

it made to resolve the CBOT Lawsuit, 

and that its act of making the Payment 

therefore is concerned solely with the 

administration of the Exchange.20 In this 

regard, CBOE believes that while the 

Payment is measured by the Access Fees 

paid by Eligible CBOE Temporary 

Members, it should not be viewed as a 

refund or waiver of such fees. Rather, it 

should be viewed as part of the 

settlement consideration that CBOE 

made the business decision to pay, as 

reflected in the Stipulation, to resolve 

the CBOT Lawsuit. When the Payment 

is viewed in this manner, CBOE believes 

that its act of making the Payment is an 

action concerned solely with the 

administration of the Exchange. As 

noted above, CBOE is filing this 

interpretation out of an abundance of 

caution, even though CBOE believes 

that it does not implicate CBOE’s 

obligations as an SRO. 

As described above and in detail in 

the Delaware Court’s Opinion, the 

settlement set forth in the Stipulation is 

the product of hard-fought negotiations 

between CBOE and the CBOT Parties. 

The litigation was commenced by the 

CBOT Parties in August 2006, but the 

dispute underlying the litigation— 

namely, the scope of the Exercise 

Right—has been subject to 

disagreements and disputes between 

CBOE and the CBOT almost since the 

inception of the Exercise Right in 1972. 

The settlement is intended to resolve 

once and for all the disputes over the 

Exercise Right. The court approved the 

settlement, including the Payment, 

finding it to be fair and reasonable. 

In approving the Payment, as well as 

another portion of the total settlement 

consideration related to Access Fees 

(collectively with the Payment, the 

‘‘Additional Payments’’), the Delaware 

Court rejected objections by certain 

member organizations that the 

Additional Payments should also be 

paid to CBOE member organizations. 

Specifically, the Delaware Court stated 

that: 

If rights to Additional Payments were 

opened up to legal entities generally, the 

exposure of CBOE would increase materially. 

This is but one part of a much larger 

settlement negotiation process. In the context 

of the overall settlement and in recognition 

that many contested lines had to be drawn, 

the Court concludes that the conditions for 

qualifying for Additional Payments were 

established reasonably. In short, the 

objections of [those member organizations] to 

the fairness of the Settlement are overruled. 

(footnotes omitted) 

Thus, the Delaware Court recognized 

that the Additional Payments, including 

the Payment, were the product of a 

highly-negotiated settlement.21

In addition to the Delaware Court’s 

approval of the settlement, the CBOE 

membership voted to approve the 

settlement on September 17, 2008. Prior 

to that membership vote, CBOE 

provided the membership with 

electronic access to a copy of the 

Stipulation, as well as an information 

circular on August 20, 2008 that 

summarized key settlement terms.22

This information circular outlined the 

total settlement consideration, and 

included a description of the Payment. 

Thus, CBOE believes that the 

membership was fully informed that the 

Payment was part of the settlement 

consideration that CBOE made the 

business decision to pay in order to 

resolve the CBOT Lawsuit. Accordingly, 

CBOE believes that the Payment should 

be viewed as such, rather than as a 

refund or waiver of Access Fees. 

CBOE believes that its act of making 

the Payment does not implicate its 

responsibilities under Section 6(b)(4) of 

the Exchange Act, which requires 

CBOE’s rules to ‘‘provide for the 

equitable allocation of reasonable dues, 

fees, and other charges among its 

members and issuers and other persons 

using its facilities.’’ 23 In this regard, 

CBOE believes that its act of making the 

Payment should not viewed as a fee 

change subject to this provision. 

Instead, CBOE believes that its act of 

making the Payment should be viewed 

as an undertaking to give full effect to 

the business decision it made to resolve 

the CBOT Lawsuit. 

Similarly, CBOE believes that its act 

of making the Payment does not 

implicate its responsibilities under 

Sections 6(b)(5) and 6(b)(8) of the 

Exchange Act.24 Section 6(b)(5) requires 

CBOE’s rules ‘‘to promote just and 

equitable principles of trade’’ and to 

avoid ‘‘unfair discrimination between 

customers, issuers, brokers, or dealers,’’ 


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25 Id. 

26 15 U.S.C. 78f(b). 

27 15 U.S.C. 78f(b)(4), (b)(5) and (b)(8). 

28 15 U.S.C. 78f(b). 

29 15 U.S.C. 78s(b)(3)(A)(iii). 

30 17 CFR 240.19b–4(f)(3). 

31 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

and Section 6(b)(8) requires CBOE’s 

rules to ‘‘not impose any burden on 

competition not necessary or 

appropriate in furtherance of the 

purposes of’’ the Exchange Act.25 CBOE 

believes that its act of making the 

Payment should not be viewed as 

treating an Eligible CBOE Temporary 

Member differently from a non-Eligible 

CBOE Temporary Member. Rather, 

CBOE believes that its act of making the 

Payment should be viewed as an 

undertaking to give full effect to the 

business decision it made to resolve the 

CBOT Lawsuit. 

2. Statutory Basis 

For the reasons described above, the 

Exchange believes that this proposed 

rule change is not inconsistent with its 

obligations under Section 6(b) of the 

Exchange Act.26 In particular, CBOE 

believes that its act of making the 

Payment does not implicate its 

obligations under Sections 6(b)(4), 

6(b)(5) and 6(b)(8) of the Exchange 

Act,27 or other obligations it has under 

Section 6(b) of the Exchange Act.28

Rather, CBOE believes that its act of 

making the Payment should be viewed 

as an undertaking to give full effect to 

the business decision it made to resolve 

the CBOT Lawsuit. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

CBOE 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 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(iii) of the Act 29 and 

subparagraph (f)(3) of Rule 19b–4 

thereunder.30 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. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–CBOE–2010–014 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–CBOE–2010–014. This file 

number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference 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 

self-regulatory organization. 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–CBOE–2010–014 and 

should be submitted on or before March 

17, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.31

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–3641 Filed 2–23–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61529; File No. SR–Phlx– 

2010–17] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by NASDAQ 

OMX PHLX, Inc. Relating to the 

Options Regulatory Fee 

February 17, 2010. 

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 February 

4, 2010, NASDAQ OMX PHLX, Inc. 

(‘‘Phlx’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Items I, II, 

and III, below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend its 

Options Regulatory Fee. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://nasdaqtrader.com/ 

micro.aspx?id=PHLXfilings, at the 

principal office of the Exchange, at the 

Commission’s Public Reference Room, 

and on the Commission’s Web site at 

http://www.sec.gov. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 


pwalker on DSK8KYBLC1PROD with NOTICES