56620 Federal Register / Vol. 73, No. 189 / Monday, September 29, 2008 / Notices 

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)(6). 

adviser to certain series of the Trust. 

The Distributor is a wholly-owned 

subsidiary of Morgan Stanley and a 

registered broker-dealer under the 

Securities Exchange Act of 1934. The 

Distributor provides marketing and 

distribution services to the Trust. 

3. Consistent with its fiduciary 

obligations under the Act, each 

Applicant Fund’s board of trustees or 

directors will review the advisory fees 

charged by the Applicant Fund’s 

investment adviser to ensure that they 

are based on services provided that are 

in addition to, rather than duplicative 

of, services provided pursuant to the 

advisory agreement of any investment 

company in which the Applicant Fund 

may invest. 

Applicants’ Legal Analysis 

1. Section 12(d)(1)(A) of the Act 

provides that no registered investment 

company (‘‘acquiring company’’) may 

acquire securities of another investment 

company (‘‘acquired company’’) if such 

securities represent more than 3% of the 

acquired company’s outstanding voting 

stock or more than 5% of the acquiring 

company’s total assets, or if such 

securities, together with the securities of 

other investment companies, represent 

more than 10% of the acquiring 

company’s total assets. Section 

12(d)(1)(B) of the Act provides that no 

registered open-end investment 

company may sell its securities to 

another investment company if the sale 

will cause the acquiring company to 

own more than 3% of the acquired 

company’s voting stock, or cause more 

than 10% of the acquired company’s 

voting stock to be owned by investment 

companies. 

2. Section 12(d)(1)(G) of the Act 

provides that section 12(d)(1) will not 

apply to securities of an acquired 

company purchased by an acquiring 

company if: (i) The acquiring company 

and acquired company are part of the 

same group of investment companies; 

(ii) the acquiring company holds only 

securities of acquired companies that 

are part of the same group of investment 

companies, government securities, and 

short-term paper; (iii) the aggregate sales 

loads and distribution-related fees of the 

acquiring company and the acquired 

company are not excessive under rules 

adopted pursuant to section 22(b) or 

section 22(c) of the Act by a securities 

association registered under section 15A 

of the Exchange Act or by the 

Commission; and (iv) the acquired 

company has a policy that prohibits it 

from acquiring securities of registered 

open-end management investment 

companies or registered unit investment 

trusts in reliance on section 12(d)(1)(F) 

or (G) of the Act. 

3. Rule 12d1–2 under the Act permits 

a registered open-end investment 

company or a registered unit investment 

trust that relies on section 12(d)(1)(G) of 

the Act to acquire, in addition to 

securities issued by another registered 

investment company in the same group 

of investment companies, government 

securities, and short-term paper: (1) 

Securities issued by an investment 

company that is not in the same group 

of investment companies, when the 

acquisition is in reliance on section 

12(d)(1)(A) or 12(d)(1)(F) of the Act; (2) 

securities (other than securities issued 

by an investment company); and (3) 

securities issued by a money market 

fund, when the investment is in reliance 

on rule 12d1–1 under the Act. For the 

purposes of rule 12d1–2, ‘‘securities’’ 

means any security as defined in section 

2(a)(36) of the Act. 

4. Section 6(c) of the Act provides that 

the Commission may exempt any 

person, security, or transaction from any 

provision of the Act, or from any rule 

under the Act, if such exemption is 

necessary or appropriate in the public 

interest and consistent with the 

protection of investors and the purposes 

fairly intended by the policies and 

provisions of the Act. 

5. Applicants state that the proposed 

arrangement would comply with the 

provisions of rule 12d1–2 under the Act, 

but for the fact that the Applicant Funds 

may invest a portion of their assets in 

Other Investments. Applicants request 

an order under section 6(c) of the Act 

for an exemption from rule 12d1–2(a) to 

allow the Applicant Funds to invest in 

Other Investments. Applicants assert 

that permitting the Applicant Funds to 

invest in Other Investments as described 

in the application would not raise any 

of the concerns that the requirements of 

section 12(d)(1) were designed to 

address. 

Applicants’ Condition 

Applicants agree that any order 

granting the requested relief will be 

subject to the following condition: 

Applicants will comply with all 

provisions of rule 12d1–2 under the Act, 

except for paragraph (a)(2) to the extent 

that it restricts any Applicant Fund from 

investing in Other Investments as 

described in the Application. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–22749 Filed 9–26–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58615; File No. SR–CBOE– 

2008–95] 

Self-Regulatory Organizations; 

Chicago Board Options Exchange, 

Incorporated; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend CBOE Rules 

Relating to Appointment Costs 

September 22, 2008. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on 

September 16, 2008, the Chicago Board 

Options Exchange, Incorporated (the 

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

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Exchange filed the 

proposal as a ‘‘non-controversial’’ 

proposed rule change pursuant to 

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

Rule 19b–4(f)(6) thereunder.4 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 make 

technical changes to the tables setting 

forth the appointment costs for option 

classes in CBOE’s rules. The text of the 

proposed rule change is available on the 

Exchange’s Web site (http:// 

www.cboe.org/Legal), at the Exchange’s 

Office of the Secretary and at the 

Commission. 

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 those 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 parts of such 

statements. 

mstockstill on PROD1PC66 with NOTICES

Federal Register / Vol. 73, No. 189 / Monday, September 29, 2008 / Notices 56621 

5MVR currently trades on the Hybrid 3.0 

Platform. 

6CBOE also proposes to make a technical change 

to Rule 8.85(e) and Rule 8.92(d) to delete the 

reference to the A+ Tier. 

7 15 U.S.C. 78f(b)(5). 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(6). 

10 Id. 

11For purposes only of waiving the operative date 

of this proposal, the Commission has considered 

the proposed rule’s impact on efficiency, 

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

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of this rule change is to 

make technical changes to the tables 

setting forth the appointment costs for 

option classes in CBOE’s rules. 

In connection with CBOE’s 

determination to trade options on the 

Morgan Stanley Retail Index Option 

class (MVR) on the Hybrid Trading 

System (‘‘Hybrid’’) commencing on 

September 23, 2008,5 CBOE proposes to 

delete reference to MVR in the list of 

Hybrid 3.0 classes in the table contained 

in Rule 8.3(c)(iii). MVR then would be 

added to the table of Hybrid classes in 

paragraph (c)(i) of Rule 8.3 and placed 

in the AA Tier, which has been 

reconfigured to hold all option classes 

which have a fixed appointment cost. 

CBOE intends to maintain an 

appointment cost of .25 for MVR when 

it trades on Hybrid. 

As noted above, CBOE also proposes 

to reconfigure the AA and A+ Tiers in 

Rule 8.3(c)(i) such that the AA Tier 

would hold all option classes which 

have a fixed appointment cost. The 

reference to an A+ Tier would be 

deleted, and the five option classes 

currently in the A+ Tier would be 

placed in the AA Tier.6 The 

appointment cost of the existing AA 

Tier classes and the former A+ Tier 

classes would remain the same. CBOE is 

making this change for operational 

reasons. 

CBOE believes that these changes to 

the tables are technical in nature and 

will facilitate CBOE’s decision to trade 

MVR on the Hybrid Trading System. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) and the rules and regulations 

under the Act applicable to a national 

securities exchange and, in particular, 

the requirements of Section 6(b) of the 

Act. Specifically, the Exchange believes 

the proposed rule change is consistent 

with the Section 6(b)(5) Act 7

requirements that the rules of an 

exchange be designed to promote just 

and equitable principles of trade, in that 

these proposed changes are technical in 

nature and enable the Exchange to trade 

MVR on Hybrid. 

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 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 neither solicited nor 

received comments on the proposal. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing rule 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, provided that the selfregulatory organization has given the 

Commission written notice of its intent 

to file 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 proposed rule change 

has become effective pursuant to 

Section 19(b)(3)(A) of the Act 8 and Rule 

19b–4(f)(6) thereunder.9 At any time 

within 60 days of the filing of such 

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. 

Under Rule 19b–4(f)(6) of the Act,10

the proposal does not become operative 

for 30 days after the date of its filing, or 

such shorter time as the Commission 

may designate if consistent with the 

protection of investors and the public 

interest. The Exchange has requested 

that the Commission waive the 30-day 

operative date. The Exchange states that 

waiving the 30 days will enable it to 

begin trading MVR options on Hybrid 

on September 23, 2008, which would 

promote competition and efficiency 

without undue delay. Based on these 

reasons, the Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest, and 

thus designates the proposal effective 

upon filing.11

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–2008–95 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-CBOE–2008–95. 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 such filing also will be 

available for inspection and copying at 

the principal office of the CBOE. 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 

mstockstill on PROD1PC66 with NOTICES

56622 Federal Register / Vol. 73, No. 189 / Monday, September 29, 2008 / Notices 

12 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). 

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

6 15 U.S.C. 78f(b)(5). 

7The Exchange has fulfilled this requirement. 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(6). 

10 Id. 

submissions should refer to File 

Number SR–CBOE–2008–95 and should 

be submitted on or before October 20, 

2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–22747 Filed 9–26–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Release No. 34–58616; File No. SR–CBOE– 

2008–99] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by Chicago 

Board Options Exchange, Incorporated 

Relating to Transfer of Interim Trading 

Permits 

September 22, 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 19, 2008, the Chicago Board 

Options Exchange, Incorporated 

(‘‘CBOE’’ or 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 CBOE. CBOE has 

filed the proposal 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 parties. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

CBOE proposes to amend the transfer 

provisions applicable to Interim Trading 

Permits. The text of the proposed rule 

change is available on the Exchange’s 

Web site (http://www.cboe.org/Legal/), 

at the Exchange’s Office of the 

Secretary, and at the Commission. 

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 

Statutory Basis for, the Proposed Rule 

Change 

(a) Purpose 

CBOE Rule 3.27(g) currently provides 

that Interim Trading Permits are nontransferable, except that in a form and 

manner prescribed by the Exchange (i) 

a member organization may change the 

designation of the nominee in respect of 

each Interim Trading Permit it holds 

and (ii) an individual Interim Trading 

Permit holder at any time after the 

issuance of that Interim Trading Permit 

may transfer that Interim Trading Permit 

to a member organization with which 

such individual is then associated. 

The Exchange is proposing to amend 

Rule 3.27(g) to provide for a third 

circumstance in which an Interim 

Trading Permit may be transferred. 

Specifically, the Exchange proposes to 

amend Rule 3.27(g) to provide that the 

holder of an Interim Trading Permit may 

transfer the Interim Trading Permit to an 

organization which has succeeded, 

through statutory merger, exchange of 

stock, or acquisition of assets to the 

business of the transferor. 

This proposed new provision is 

equivalent to CBOE Rule 3.14(c)(ii) 

which permits the owner of a 

transferable CBOE membership to 

transfer the membership to an 

organization which has succeeded, 

through statutory merger, exchange of 

stock, or acquisition of assets to the 

business of the transferor. 

(b) Statutory Basis 

The proposed rule change will allow 

for the business and trading operations 

of an Interim Trading Permit holder to 

continue without interruption when the 

business of that Interim Trading Permit 

holder is transferred to another 

organization and avoid a disruption to 

those trading operations that would 

result from the loss of the Interim 

Trading Permits that support those 

operations and the need for the 

successor organization to obtain other 

trading access to the Exchange, which 

may not be available at that time. 

Accordingly, the Exchange believes that 

the proposed rule change is consistent 

with Section 6(b) of the Act in general,5

and furthers the objectives of Section 

6(b)(5) in particular,6 in that it is 

designed to facilitate transactions in 

securities, to remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system, and to protect investors and the 

public interest. 

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 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 

Because the 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 thirty days after the date of 

filing, or such shorter time as the 

Commission may designate if consistent 

with the protection of investors and the 

public interest, provided that the selfregulatory organization has given the 

Commission written notice of its intent 

to file 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,7 the proposed rule change 

has become effective pursuant to 

Section 19(b)(3)(A) of the Act 8 and Rule 

19b–4(f)(6) thereunder.9

Under Rule 19b–4(f)(6) of the Act,10

the proposal does not become operative 

for 30 days after the date of its filing, or 

such shorter time as the Commission 

may designate if consistent with the 

protection of investors and the public 

interest. The Exchange has requested 

that the Commission waive the 30-day 

mstockstill on PROD1PC66 with NOTICES