54648 Federal Register / Vol. 73, No. 184 / Monday, September 22, 2008 / Notices 

17 17 CFR 240.17d–2(b). 

18Members only of the NYSE would be the 

responsibility of NYSE; members only of FINRA 

would be the responsibility of FINRA. 

19 15 U.S.C. 78q(d). 

20 17 CFR 200.30–3(a)(34). 

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

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 58324 

(August 7, 2008), 73 FR 46936 (August 12, 2008); 

Securities Exchange Act Release No. 57757 (May 1, 

2008), 73 FR 26159 (May 8, 2008) (SR–BSE–2008– 

23). 

to FINRA. Accordingly, the proposed 

Plan promotes efficiency by 

consolidating these regulatory functions 

in a single SRO based on the listing 

market for a stock, with regard to 

Common NYSE Members and Common 

FINRA Members. 

In addition, the Commission notes 

that the Plan provides that the costs for 

insider trading surveillance would be 

shared among the Participating 

Organizations based on their relative 

trade volume, subject to certain 

minimum payment amounts for smaller 

markets. Modifications to the fees 

assessed the Participating Organizations 

pursuant to the cost allocation 

methodologies established in the Plan 

do not require an amendment to the 

Plan; however, any modifications to the 

cost allocation methodologies would 

require approval by the Commission. 

The Commission believes that the Plan 

provides a reasonable method to 

allocate among the Parties expenses 

reasonably incurred by the SRO having 

regulatory responsibilities under the 

Plan.17

The Commission also notes that 

because under Rule 17d–2 regulatory 

responsibility may be allocated from 

one SRO to another SRO only for 

Common Members, the Participating 

Organizations have entered into two 

regulatory services agreements with 

NYSE Regulation and FINRA, 

respectively, to address investigation 

and enforcement of suspected insider 

trading involving members who are 

neither Common NYSE Members nor 

Common FINRA Members.18 The 

Commission is neither approving nor 

disapproving the terms of the regulatory 

services agreements. However, the 

Commission does note that under these 

regulatory services agreements the 

ultimate responsibility and primary 

liability for self-regulatory obligations 

would remain with each exchange and 

association, rather than the SRO 

retained to perform such functions. 

IV. Conclusion 

This Order gives effect to the Plan 

filed with the Commission in File No. 

4–566. The Parties shall notify all 

members affected by the Plan of their 

rights and obligations under the Plan. 

It is therefore ordered, pursuant to 

Section 17(d) of the Act,19 that the Plan 

in File No. 4–566 by and among Amex, 

BSE, CBOE, CHX, FINRA, ISE, 

NASDAQ, NSX, NYSE, NYSE Arca, 

NYSE Regulation, and Phlx filed 

pursuant to Rule 17d–2 is hereby 

approved and declared effective. 

It is further ordered that the 

Participating Organizations are relieved 

of those regulatory responsibilities 

allocated to NYSE and FINRA under the 

Plan in File No. 4–566. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–22013 Filed 9–19–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58547; File No. SR–BSE– 

2008–45] 

Self-Regulatory Organizations; Boston 

Stock Exchange, Incorporated; Notice 

of Filing of Proposed Rule Change To 

Amend By-Laws 

September 15, 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 

September 5, 2008, the Boston Stock 

Exchange (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. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule 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 

by-laws to make certain changes that the 

Exchange committed to make in SR– 

BSE–2008–23.3 The text of the proposed 

rule change is available from the 

principal office of the Exchange, at the 

Commission’s Public Reference Room, 

and is also available at http:// 

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 

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 

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 August 29, 2008, the Exchange 

was acquired by The NASDAQ OMX 

Group, Inc. (‘‘NASDAQ OMX’’). In SR– 

BSE–2008–23, the Exchange’s filing 

seeking approval of this acquisition, the 

Exchange committed that it would, 

immediately following closing of the 

acquisition, seek Board of Directors and 

Commission approval for several 

changes to its By-Laws. The changes, 

which were requested by Commission 

staff, could not be included in SR–BSE– 

2008–23 because Article XX of the 

Exchange’s former Constitution, which 

was replaced by the new By-Laws at the 

closing, provided that the Exchange’s 

members must approve amendments to 

the Exchange’s Constitution. The 

Exchange’s members voted, on 

December 7, 2007, to approve the ByLaws as originally submitted in SR– 

BSE–2008–23, and it would have been 

impracticable and unduly expensive to 

seek a second member vote for approval 

of these additional changes prior to 

closing. The changes in question are as 

follows: 

• In Article I, the Exchange is 

amending the definition of ‘‘Voting 

Date’’ to make it clear that the Exchange 

Board of Directors must annually select 

a Voting Date for the selection of 

Member Representative Directors, 

although a vote will actually occur on 

that date only if members have 

nominated candidates for election other 

than those nominated by the Exchange’s 

Member Nominating Committee. 

Accordingly, the amended definition 

reads: ‘‘ ‘Voting Date’ means the date 

selected by the Board on an annual 

basis, on which Exchange Members may 

vote with respect to Member 

Representative Directors in the event of 

a Contested Vote.’’ 


sroberts on PROD1PC70 with NOTICES
Federal Register / Vol. 73, No. 184 / Monday, September 22, 2008 / Notices 54649 

4 15 U.S.C. 78f. 

5 15 U.S.C. 78f(b)(1), (5). 

6 17 CFR 200.30–3(a)(12). 

1On July 26, 2007, the Commission approved a 

proposed rule change filed by the NASD to amend 

the NASD’s Certificate of Incorporation to reflect its 

name change to Financial Industry Regulatory 

Authority, Inc., or FINRA, in connection with the 

Continued 

• In order to limit the influence that 

a single affiliated group of members 

might exercise over the Exchange, 

Section 4.4 of the By-Laws is being 

amended to provide that in a contested 

election for Member Representative 

Directors, an Exchange Member, either 

alone or together with its affiliates, may 

not cast votes representing more than 

20% of the votes cast for a candidate, 

and any votes cast by the Exchange 

Member, either alone or together with 

its affiliates, in excess of such 20% 

limitation shall be disregarded. 

• The Exchange is amending Section 

4.14 of the By-Laws to make it clear that 

the Exchange’s Nominating Committee 

must nominate the person nominated by 

Boston Options Exchange Regulation 

LLC’s Nominating Committee for service 

on the Exchange Board as a 

representative of participants in the 

Boston Options Exchange unless that 

person is not eligible for service under 

Section 4.3 of the By-Laws (as would be 

the case, for example, if the nominee 

was subject to a statutory 

disqualification). Similarly, the 

Exchange is amending Section 3.1 of the 

By-Laws to make it clear that NASDAQ 

OMX, as the sole stockholder of the 

Exchange, shall vote for the election of 

the director candidates nominated or 

voted on through the processes 

established by Article IV of the ByLaws, except in the case of a person not 

eligible for service under Section 4.3 of 

the By-Laws. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of Section 6 of the Act,4

in general, and with Section 6(b)(1) and 

(b)(5) of the Act,5 in particular, in that 

the proposal enables the Exchange to be 

so organized as to have the capacity to 

be able to carry out the purposes of the 

Act and to comply with and enforce 

compliance by Exchange Members and 

persons associated with Exchange 

Members with provisions of the Act, the 

rules and regulations thereunder, and 

the rules of the Exchange; and is 

designed 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. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will result in 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 35 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

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 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–BSE–2008–45 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–2008–45. 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 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 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–BSE– 

2008–45 and should be submitted on or 

before October 14, 2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–22014 Filed 9–19–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58532; File No. SR–NASD– 

2007–041] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc. (f/k/a National 

Association of Securities Dealers, 

Inc.); Order Approving Proposed Rule 

Change, as Modified by Amendment 

No. 2, To Amend the Minimum PriceImprovement Standards Set Forth in 

NASD Interpretive Material (‘‘IM’’) 

2110–2 

September 12, 2008. 

I. Introduction 

On June 27, 2007, the National 

Association of Securities Dealers, Inc. 

(‘‘NASD’’) (n/k/a Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA’’)) 1


sroberts on PROD1PC70 with NOTICES