13676 Federal Register / Vol. 77, No. 45 / Wednesday, March 7, 2012 / Notices 

14 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). 

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

16See supra note 7. 

17See id. 

18 15 U.S.C. 78s(b)(2). 

19 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). 

4 17 CFR 240.19b–4(f)(6). 

5See Securities Exchange Act Release No. 49066 

(January 13, 2004), 69 FR 2773 (January 20, 2004) 

(establishing a fee schedule for the proposed BOX 

facility); Securities Exchange Act Release No. 49065 

(January 13, 2004), 69 FR 2768 (January 20, 2004) 

(creating Boston Options Exchange Regulation LLC 

to which the Exchange would delegate its selfregulatory functions with respect to the BOX 

facility); Securities Exchange Act Release No. 49068 

(January 13, 2004), 69 FR 2775 (January 20, 2004) 

(approving trading rules for the BOX facility); 

Securities Exchange Act Release No. 49067 (January 

13, 2004), 69 FR 2761 (January 20, 2004) (approving 

certain regulatory provisions of the operating 

agreement of BOX LLC). 

correct typographical mistakes and to 

make clarifying changes. 

III. Discussion 

The Commission finds that the 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to a national securities 

exchange.14 Specifically, the 

Commission finds that the proposal is 

consistent with Section 6(b)(5) of the 

Act,15 in that it is designed to promote 

just and equitable principles of 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. 

As noted above, the Exchange 

recently amended its rules to provide 

that Institutional Brokers are no longer 

deemed to be operating on the 

Exchange.16 Accordingly, Institutional 

Brokers are now permitted to handle 

and execute orders otherwise than on 

the Exchange.17 Given this change, the 

Commission believes that it is 

appropriate and consistent with the Act 

for the Exchange to alter the privileges 

and responsibilities of Institutional 

Brokers to apply only to the activities of 

IBRs (and their clerks). The proposed 

changes would allow Institutional 

Brokers to carry out business strategies 

similar to those of other participants on 

the Exchange, while still ensuring that 

persons acting as IBRs are subject to the 

appropriate regulatory obligations. 

Further, the proposed rules regarding 

information barrier procedures should 

help ensure that there are adequate 

safeguards to prevent IBR units and 

non-IBR units from sharing non-public 

market information. As it gains 

experience overseeing the new multiunit Institutional Brokers, the 

Commission expects the Exchange to 

assess whether any other informational 

barriers are necessary to prevent the 

flow of market information between IBR 

units and non-IBR units. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,18 that the 

proposed rule change (SR–CHX–2012– 

02) be, and it hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–5474 Filed 3–6–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66501; File No. SR–BX– 

2012–014] 

Self-Regulatory Organizations; 

NASDAQ OMX BX, Inc.; Notice of Filing 

and Immediate Effectiveness of 

Proposed Rule To Amend the BOX LLC 

Agreement 

March 1, 2012. 

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 

22, 2012, NASDAQ OMX BX, Inc. (the 

‘‘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 the Substance 

of the Proposed Rule Change 

The Exchange proposes to amend the 

Sixth Amended and Restated Operating 

Agreement (‘‘BOX LLC Agreement’’) of 

the Boston Options Exchange Group 

LLC (‘‘BOX LLC’’), in connection with 

the proposed acquisition of TMX Group 

Inc., a company incorporated in 

Ontario, Canada (‘‘TMX Group’’) by 

Maple Group Acquisition Corporation, a 

company incorporated in Ontario, 

Canada (‘‘Maple’’). 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 http:// 

nasdaqomxbx.cchwallstreet.com/ 

NASDAQOMXBX/Filings/. 

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 the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

On January 13, 2004, the Commission 

approved four Exchange proposals that 

together established, through an 

operating agreement among its owners, 

BOX LLC, a Delaware limited liability 

company, to operate BOX as an options 

trading facility of the Exchange.5

Currently, the Montreal Exchange 

Inc., a company incorporated in Quebec, 

Canada (‘‘MX’’), is a direct subsidiary of 

TMX Group. MX US 2, Inc., a Delaware 

corporation and indirect, wholly owned 

subsidiary of MX (‘‘MX US’’), holds a 

53.83% ownership interest in BOX LLC. 

The Exchange is submitting the 

proposed rule change to the 

Commission to amend the BOX LLC 

Agreement pursuant to the proposed 

Instrument of Accession in connection 

with the Acquisition (as defined below). 

Maple’s investors comprise Alberta 

Investment Management Corporation, 

Caisse de de ́poˆt et placement du 

Que ́bec, Canada Pension Plan 

Investment Board, CIBC World Markets 

Inc., Desjardins Financial Corporation, 

Dundee Capital Markets Inc., Fonds de 

solidarite ́ des travailleurs du Que ́bec 

(F.T.Q.), GMP Capital Inc., The 

Manufacturers Life Insurance Company, 

National Bank Financial & Co. Inc., 

Ontario Teachers’ Pension Plan Board, 

Scotia Capital Inc. and TD Securities 


srobinson on DSK4SPTVN1PROD with NOTICES
Federal Register / Vol. 77, No. 45 / Wednesday, March 7, 2012 / Notices 13677 

6A ‘‘plan of arrangement’’ is a statutory 

procedure available under the Business 

Corporations Act (Ontario) as well as under the 

Canada Business Corporations Act and provincial 

corporations statutes. Where a corporation wishes 

to combine (or to make any other ‘‘fundamental 

change’’) but cannot achieve the result it wants 

under another section of the statute, it can apply to 

the court for an order approving a proposed ‘‘plan 

of arrangement’’. 

7A ‘‘Controlling Person’’ is defined as ‘‘a Person 

who, alone or together with any Affiliate of such 

Person, holds a controlling interest in a [BOX] 

Member.’’ See Section 8.4(g)(v)(B), BOX LLC 

Agreement. 

8A ‘‘Controlling Interest’’ is defined as ‘‘the direct 

or indirect ownership of 25% or more of the total 

voting power of all equity securities of a Member 

(other than voting rights solely with respect to 

matters affecting the rights, preferences, or 

privileges of a particular class of equity securities), 

by any Person, alone or together with any Affiliate 

of such Person.’’ See Section 8.4(g)(v)(A), BOX LLC 

Agreement. 

9An ‘‘Affiliate’’ is defined as ‘‘, with respect to 

any Person, any other Person controlling, controlled 

by or under common control with, such Person. As 

used in this definition, the term ‘‘control’’ means 

the possession, directly or indirectly, of the power 

to direct or cause the direction of the management 

and policies of a Person, whether through the 

ownership of voting securities, by contract or 

otherwise with respect to such Person. A Person is 

presumed to control any other Person, if that 

Person: (i) Is a director, general partner, or officer 

exercising executive responsibility (or having 

similar status or performing similar functions); (ii) 

directly or indirectly has the right to vote 25 

percent or more of a class of voting security or has 

the power to sell or direct the sale of 25 percent 

or more of a class of voting securities of the Person; 

or (iii) in the case of a partnership, has contributed, 

or has the right to receive upon dissolution, 25 

percent or more of the capital of the partnership.’’ 

See Section 1.1, BOX LLC Agreement. 

10The ‘‘Percentage Interest’’ is defined as ‘‘the 

ratio of the number of Units held by the Member 

to the total of all of the issued Units, expressed as 

a percentage and determined with respect to each 

class of Units, whenever applicable.’’ See Section 

1.1, BOX LLC Agreement. 

11See Section 8.4(g), BOX LLC Agreement. 

12The BOX LLC Agreement states, in part, that 

‘‘the Members, officers, directors, agents, and 

employees of Members irrevocably submit to the 

exclusive jurisdiction of the U.S. federal courts, 

U.S. Securities and Exchange Commission, and the 

Boston Stock Exchange, for the purposes of any 

suit, action or proceeding pursuant to U.S. federal 

securities laws, the rules or regulations thereunder, 

arising out of, or relating to, BOX activities or 

Article 19.6(a), (except that such jurisdictions shall 

also include Delaware for any such matter relating 

to the organization or internal affairs of BOX, 

provided that such matter is not related to trading 

on, or the regulation, of the BOX Market), and 

hereby waive, and agree not to assert by way of 

motion, as a defense or otherwise in any such suit, 

action or proceeding, any claims that they are not 

personally subject to the jurisdiction of the U.S. 

Securities and Exchange Commission, that the suit, 

action or proceeding is an inconvenient forum or 

that the venue of the suit, action or proceeding is 

improper, or that the subject matter hereof may not 

be enforced in or by such courts or agency.’’ See 

BOX LLC Agreement, Section 19.6. 

13 15 U.S.C. 78f(b). 

14 15 U.S.C. 78f(b)(5) [sic]. 

Inc. (collectively, the ‘‘Investors’’). All 

of the Investors or their respective 

affiliates currently own common shares 

of Maple (the ‘‘Maple Shares’’). Each of 

the Investors currently owns less than 

12% of Maple. The Maple Shares are 

currently privately held, not listed on 

any recognized exchange and not 

qualified for public distribution. 

However, after the completion of the 

second step of the Acquisition, the 

Maple Shares will be freely tradable 

(subject to 5-year contractual standstill 

arrangements to which some of the 

Investors have agreed to comply) and 

will be listed for trading on the Toronto 

Stock Exchange. Following the 

Acquisition, each of the Investors will 

own less than 9% of Maple and current 

shareholders of TMX Group will own at 

least 26% of Maple. 

The Acquisition will be effected in 

two steps—(1) an offer (the ‘‘Offer’’) by 

Maple to the shareholders of TMX 

Group to exchange a minimum of 70% 

and a maximum of 80% of the 

outstanding common shares of TMX 

Group (‘‘TMX Group Shares’’) for cash, 

and (2) a subsequent transaction 

pursuant to a court-approved ‘‘plan of 

arrangement’’ 6 whereby TMX Group 

shareholders whose TMX Shares have 

not been acquired under the Offer will 

receive Maple Shares in exchange for 

their TMX Group Shares (the 

‘‘Subsequent Arrangement’’, and 

collectively with the Offer, the 

‘‘Acquisition’’). The Offer is set to 

expire on February 29, 2012, unless 

extended in accordance with the terms 

thereof, and subject to the terms and the 

conditions of the Offer, Maple will pay 

for TMX Group Shares validly deposited 

under the Offer and not properly 

withdrawn, ten days after the expiration 

of the Offer. If the Offer is successful, 

Maple will use its best efforts to 

complete the Subsequent Arrangement 

within 35 days after the expiration of 

the Offer. 

As a result of the Acquisition, if 

successful, TMX Group will become a 

direct, wholly owned subsidiary of 

Maple. Consequently, MX US (including 

MX US’s 53.83% ownership interest in 

BOX LLC) will become an indirect, 

wholly owned subsidiary of Maple. The 

Offer is subject to several conditions, 

including certain regulatory approvals, 

including, but not limited to, certain 

approvals from the Ontario Securities 

Commission, Autorite ́ des marche ́s 

financiers (Que ́bec), Alberta Securities 

Commission, British Columbia 

Securities Commission, Competition 

Bureau (Canada) and the Commission. 

Maple has developed a preliminary 

business plan that it anticipates would 

be implemented upon completion of the 

Acquisition. The operations of each of 

MX and TMX Group will continue to be 

located in the same province in which 

it is currently located, and each will 

remain subject to its existing regulatory 

framework and oversight, including any 

changes to the recognition orders 

governing MX and TMX Group and 

additional undertakings that may be 

required by Canadian securities 

regulators as a condition of approving 

the Acquisition. MX US’s management 

of its ownership interest in BOX will 

remain essentially unaffected by the 

Acquisition. Ownership of BOX through 

TMX Group, MX and MX US will not 

be affected by, and the ability of these 

entities to influence BOX will not 

change as a result of, the Acquisition. 

Pursuant to Section 8.4(g) of the BOX 

LLC Agreement, as previously approved 

by the Commission, BOX LLC is 

required to amend the BOX LLC 

Agreement to make a Controlling 

Person 7 a party to the BOX LLC 

Agreement if such Controlling Person 

establishes a Controlling Interest 8 in 

any member of BOX LLC that, alone or 

together with any Affiliate 9 of such 

member of BOX LLC, holds a Percentage 

Interest 10 in BOX equal to or greater 

than 20%.11 Therefore, since Maple is 

acquiring a Controlling Interest in TMX 

Group, whose wholly owned indirect 

subsidiary, MX US, owns a 53.83% 

ownership interest in BOX LLC, Maple, 

as a Controlling Person, is required to 

be, and will become, a party to the BOX 

LLC Agreement pursuant to the 

proposed Instrument of Accession. As a 

result, Maple will agree to abide by all 

the provisions of the BOX LLC 

Agreement, including those provisions 

requiring submission to the jurisdiction 

of the Commission.12 The Exchange 

proposes to make this proposal 

operative upon the successful 

completion of the Offer, which is 

currently scheduled to expire on 

February 29, 2012. 

For the reasons stated above, the 

Exchange is submitting to the 

Commission the proposed Instrument of 

Accession to the BOX LLC Agreement as 

a rule change. 

2. Statutory Basis 

The Exchange believes that the 

proposal is consistent with the 

requirements of Section 6(b) of the 

Act,13 in general, and furthers the 

objectives of Section 6(b)(1),14 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 


srobinson on DSK4SPTVN1PROD with NOTICES
13678 Federal Register / Vol. 77, No. 45 / Wednesday, March 7, 2012 / Notices 

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

16 15 U.S.C. 78s(b)(3)(A). 

17 17 CFR 240.19b–4(f)(6). In addition, Rule 19b4(f)(6)(iii) requires the Exchange to give the 

Commission written notice of the Exchange’s 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. The Exchange 

has satisfied this requirement. 

18For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

19 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

rules of the Exchange. The Exchange 

also believes that this filing furthers the 

objectives of Section 6(b)(5) of the Act 15

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. 

Additionally, the Exchange notes that 

the provisions of the BOX LLC 

Agreement, previously approved by the 

Commission, provide a framework for 

addressing the Acquisition. 

Accordingly, the Exchange believes the 

Acquisition does not present any novel 

issues that have not been anticipated 

and addressed by the BOX LLC 

Agreement. 

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 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 significantly affect the 

protection of investors or the public 

interest, does not impose any significant 

burden on competition, and, by its 

terms, does not become operative for 30 

days from the date on which it was 

filed, or such shorter time as the 

Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 16 and Rule 19b4(f)(6) thereunder.17

The Exchange has requested that the 

Commission waive the 30-day operative 

delay. The Commission believes that 

waiver of the operative delay is 

consistent with the protection of 

investors and the public interest 

because the Acquisition does not 

present any novel issues that have not 

been anticipated and addressed by the 

BOX LLC Agreement. Therefore, the 

Commission designates the proposal 

operative upon filing.18

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. 

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 email to rulecomments@sec.gov. Please include File 

Number SR–BX–2012–014 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–BX–2012–014. 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 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 

publicly available. All submissions 

should refer to File Number SR–BX– 

2012–014, and should be submitted on 

or before March 28, 2012. 

For the Commission, by the Division 

of Trading and Markets, pursuant to 

delegated authority.19

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–5473 Filed 3–6–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66500; File No. SR–ICC– 

2012–01] 

Self-Regulatory Organizations; ICE 

Clear Credit LLC; Notice of Filing of 

Proposed Rule To Provide That One 

Hundred Percent (100%) of the Initial 

Margin Requirement for Client-related 

Positions Cleared in a Clearing 

Participant’s Customer Account Origin 

May Be Satisfied by a Clearing 

Participant Utilizing US Treasuries 

March 1, 2012. 

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 

17, 2012, ICE Clear Credit LLC (‘‘ICC’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule changes described in 

Items I, II, and III below, which Items 

have been prepared primarily by ICC. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons. 


srobinson on DSK4SPTVN1PROD with NOTICES