76500 Federal Register / Vol. 75, No. 235 / Wednesday, December 8, 2010 / Notices 

9FINRA letter dated September 29, 2009, 

available at http://www.sec.gov/rules/other/2009/ 

finraletter092909-iardfees.pdf. 

10Approval of Investment Adviser Registration 

Depository Filing Fees, Investment Advisers Act 

Release No. 2959 (Dec. 10, 2009) [74 FR 66710 (Dec. 

16, 2009)]. 

11FINRA letter dated November 12, 2010 

available at http://www.sec.gov/rules/other/2010/ 

finraletter111210-iardfees.pdf. 

12The revised fee level for advisers in the largest 

category would newly include advisers that report 

assets under management of exactly $100 million 

(not just over $100 million). We are making this 

revision to track the new mid-sized adviser category 

for advisers reporting assets under management of 

$25 million up to, but not including, $100 million. 

See section 410 of the Dodd-Frank Wall Street 

Reform and Consumer Protection Act (Pub. L. 111– 

203, 124 Stat. 1376 (2010). 

13The threshold, for most advisers, to be eligible 

for SEC registration will be increased from $25 

million to $100 million in assets under 

management. The Dodd-Frank Wall Street Reform 

and Consumer Protection Act (Pub. L. 111–203, 124 

Stat. 1376 (2010). 

14The fee levels for advisers with assets under 

management under $100 million are not changed as 

the number of advisers in these categories are 

expected to fall as a result of the Dodd-Frank Wall 

Street Reform and Consumer Protection Act. 

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

2 17 CFR 240.19b–4. 

3For a complete description of Phlx XL II, see 

Securities Exchange Act Release No. 59995 (May 

28, 2009), 74 FR 26750 (June 3, 2009) (SR–Phlx– 

2009–32). The instant proposed fees will apply only 

to option orders entered into, and routed by, the 

Phlx XL II system. 

4See Securities Exchange Act Release No. 59995 

(May 28, 2009), 74 FR 26750 (June 3, 2009) (SR– 

Phlx–2009–32). 

2010.9 The Commission concluded this 

was appropriate and issued an order 

reducing the level of fees charged for 

one year.10 As a result of the four 

waivers and reduced fee levels, the 

surplus was reduced from $9 million in 

2005 to a level of approximately $3 

million. 

FINRA has again written to 

Commission staff, recommending 

revised annual and initial IARD filing 

fees commence on January 1, 2011.11

The new recommended fee levels would 

increase the fee for advisers with assets 

under management of $100 million or 

higher, but would not change the fee 

levels for advisers with assets under 

management under $100 million.12 The 

recommended annual filing fees due 

beginning January 1, 2011 are $40 for 

advisers with assets under management 

under $25 million; $150 for advisers 

with assets under management from $25 

million to $100 million; and $225 for 

advisers with assets under management 

of $100 million or higher. The 

recommended initial IARD filing fees 

due beginning January 1, 2011 are $40 

for advisers with assets under 

management under $25 million; $150 

for advisers with assets under 

management from $25 million to $100 

million; and $225 for advisers with 

assets under management of $100 

million or higher. Based on projections 

of expected revenues and expenses and 

taking into account an expected 

reduction in the number of advisers 

registered or reporting to the SEC as a 

result of the Dodd-Frank Wall Street 

Reform and Consumer Protection Act,13

the Commission believes these revised 

fee levels would be reasonable, as the 

Commission projects that they will 

provide adequate funding to cover IARD 

system expenditures.14 This reduction 

in fees is expected to reduce aggregate 

filing fees that SEC-registered advisers 

would incur by approximately $2 

million annually compared to the filing 

fees that would be collected based on 

the fee levels established in 2000. The 

revised filing fees will apply to all 

annual updating amendments filed by 

SEC-registered advisers beginning 

January 1, 2011 and to all initial 

applications for registration filed by 

advisers applying for SEC registration 

beginning January 1, 2011. The 

Commission will reassess the fee levels 

and issue orders, if necessary, to adjust 

these levels. 

By the Commission. 

Dated: December 2, 2010. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2010–30701 Filed 12–7–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63412; File No. SR–Phlx– 

2010–164] 

Self-Regulatory Organizations; 

NASDAQ OMX PHLX, LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Relating to 

Routing Fees 

December 2, 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 November 

24, 2010, NASDAQ OMX PHLX LLC 

(‘‘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 [sic] to amend its fees 

governing pricing for Exchange 

members using the Phlx XL II system,3

for routing certain equity and index 

option Customer orders to away markets 

for execution. 

While fee changes pursuant to this 

proposal are effective upon filing, the 

Exchange has designated these changes 

to be operative for trades settling on or 

after December 1, 2010. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://www.nasdaqtrader.com/ 

micro.aspx?id=PHLXRulefilings, 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 

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 

The purpose of the proposed rule 

change is to recoup costs that the 

Exchange incurs for routing and 

executing certain Customer orders in 

equity and index options to away 

markets. 

In May 2009, the Exchange adopted 

Rule 1080(m)(iii)(A) to establish Nasdaq 

Options Services LLC (‘‘NOS’’), a 

member of the Exchange, as the 

Exchange’s exclusive order router.4 NOS 

is currently utilized by the Phlx XL II 

system solely to route orders in options 

listed and open for trading on the Phlx 

XL II system to destination markets. 

Currently, the Exchange’s Fee 

Schedule includes Routing Fees for both 

Customer and Professional orders. The 

Exchange proposes to establish a 

Routing Fee of $0.24 per contract in 

Customer option orders that are routed 

to the Chicago Board Options Exchange, 

Incorporated (‘‘CBOE’’). This would 

apply to orders greater than 99 contracts 


jlentini on DSKJ8SOYB1PROD with NOTICES
Federal Register / Vol. 75, No. 235 / Wednesday, December 8, 2010 / Notices 76501 

5Russell 2000® is a trademark and service mark 

of the Frank Russell Company, used under license. 

Neither Frank Russell Company’s publication of the 

Russell Indexes nor its licensing of its trademarks 

for use in connection with securities or other 

financial products derived from a Russell Index in 

any way suggests or implies a representation or 

opinion by Frank Russell Company as to the 

attractiveness of investment in any securities or 

other financial products based upon or derived 

from any Russell Index. Frank Russell Company is 

not the issuer of any such securities or other 

financial products and makes no express or implied 

warranties of merchantability or fitness for any 

particular purpose with respect to any Russell 

Index or any data included or reflected therein, nor 

as to results to be obtained by any person or any 

entity from the use of the Russell Index or any data 

included or reflected therein. 

6NASDAQ®, NASDAQ–100® and NASDAQ–100 

Index® are registered trademarks of The NASDAQ 

OMX Group, Inc. (which with its affiliates are the 

‘‘Corporations’’) and are licensed for use by 

NASDAQ OMX PHLX, Inc. [sic] in connection with 

the trading of options products based on the 

NASDAQ–100 Index®. The options products have 

not been passed on by the Corporations as to their 

legality or suitability. The options products are not 

issued, endorsed, sold, or promoted by the 

Corporations. The Corporations make no warranties 

and bear no liability with respect to the options 

products. 

7See Securities Exchange Act Release No. 62902 

(September 14, 2010), 75 FR 57313 (September 20, 

2010) (SR–CBOE–2010–081) (a rule change to assess 

a transaction fee of $.18 per contract on public 

customer orders in options on Standard & Poor’s 

Depositary Receipts, except for orders of 99 

contracts or less). 

8 15 U.S.C. 78f(b). 

9 15 U.S.C. 78f(b)(4). 

10 15 U.S.C. 78s(b)(3)(A)(ii). 

11 17 CFR 240.19b–4(f)(2). 

in options on the Russell 2000® Index 

(the ‘‘Full Value Russell Index’’ or 

‘‘RUT’’), options on the one-tenth value 

Russell 2000® Index 5 (the ‘‘Reduced 

Value Russell Index’’ or ‘‘RMN’’), options 

on the Nasdaq 100 Index 6 traded under 

the symbol NDX (‘‘NDX’’) and options on 

the one-tenth value of the Nasdaq 100 

Index traded under the symbol MNX 

(‘‘MNX’’) as well as exchange-traded 

funds (‘‘ETFs’’), exchange-traded notes 

(‘‘ETNs’’) and Holding Company 

Depositary Receipts (‘‘HOLDRs’’). The 

Exchange is proposing to caption these 

proposed fees ‘‘CBOE orders greater than 

99 contracts in RUT, RMN, NDX, MNX, 

ETFs, ETNs and HOLDRs.’’ The CBOE 

routing fee of $0.26 per contract for 

Professional orders, which is assessed 

today, would apply to CBOE orders 

greater than 99 contracts in RUT, RMN, 

NDX, MNX, ETFs, ETNs and HOLDRs as 

well. 

The Exchange believes that the 

routing fees proposed will enable the 

Exchange to recover the transaction fees 

assessed by away markets, where 

applicable, plus clearing fees for the 

execution of Customer orders routed 

from the Phlx XL II system. Specifically, 

the Exchange seeks to recoup 

transaction and clearing fees assessed by 

CBOE in the above listed categories for 

orders greater than 99 contracts.7

As with all fees, the Exchange may 

adjust these Routing Fees in response to 

competitive conditions by filing a new 

proposed rule change. While fee 

changes pursuant to this proposal are 

effective upon filing, the Exchange has 

designated these changes to be operative 

for trades settling on or after December 

1, 2010. 

2. Statutory Basis 

The Exchange believes that its 

proposal to amend its Fee Schedule is 

consistent with Section 6(b) of the Act 8

in general, and furthers the objectives of 

Section 6(b)(4) of the Act 9 in particular, 

in that it is an equitable allocation of 

reasonable fees and other charges among 

Exchange members. The Exchange 

believes that these fees are reasonable 

because they seek to recoup costs that 

are incurred by the Exchange when 

routing Customer orders to CBOE for 

orders greater than 99 contracts in the 

following symbols RUT, RMN, NDX and 

MNX as well as ETFs, ETNs and 

HOLDRs, on behalf of its members. The 

Exchange also believes that the 

proposed fees will be uniformly applied 

to all Customers orders. 

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 

No written comments were either 

solicited or received. 

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)(ii) of the Act 10 and 

paragraph (f)(2) of Rule 19b–4 11

thereunder. At any time within 60 days 

of the filing of such 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. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or 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–Phlx–2010–164 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–Phlx–2010–164. 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 No. SR–Phlx–2010– 

164 and should be submitted on or 

before December 29, 2010. 


jlentini on DSKJ8SOYB1PROD with NOTICES
76502 Federal Register / Vol. 75, No. 235 / Wednesday, December 8, 2010 / Notices 

12 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Shares of Holdings have not been registered 

under the Securities Act of 1933 or any state 

securities laws. As a result, they may be transferred 

only pursuant to an effective registration statement, 

or upon delivery to Holdings of an opinion of 

counsel that the transfer is exempt from such 

registration requirements and the delivery of 

documentation necessary to demonstrate that the 

transfer is exempt. Stockholders who wish to sell 

or transfer shares, or who have questions 

concerning sale or transfer restrictions, are 

encouraged to consult their legal counsel. 

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

5 15 U.S.C. 78f(b)(4). 

6 15 U.S.C. 78s(b)(3)(A)(ii). 

7 17 CFR 240.19b–4. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–30830 Filed 12–7–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63405; File No. SR–NSX– 

2010–15] 

Self-Regulatory Organizations; 

National Stock Exchange, Inc.; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change To 

Effectuate an Amendment to Bylaws of 

NSX Holdings, Inc. 

December 1, 2010. 

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 November 

19, 2010, National Stock Exchange, Inc. 

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 Exchange. The 

Commission is publishing this notice to 

solicit comment on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

National Stock Exchange, Inc. 

(‘‘NSX® ’’ or ‘‘Exchange’’) is proposing to 

effectuate an amendment to the bylaws 

of its parent holding company, NSX 

Holdings, Inc., to extend the expiration 

date, from December 31, 2010 to 

December 31, 2015, of a right of first 

refusal in the bylaws covering the 

transfer of Holdings shares. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://www.nsx.com, at the principal 

office of the Exchange, 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, 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 parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

With this rule change, the Exchange is 

proposing to effectuate an amendment 

to the bylaws of its parent holding 

company, NSX Holdings, Inc. 

(‘‘Holdings’’), to extend the expiration 

date of a right of first refusal regarding 

the transfer of Holdings shares from 

December 31, 2010 until December 31, 

2015. 

Holdings is the sole stockholder of the 

Exchange. Holdings is a privately-held 

company and there is no public market 

for its shares. Pursuant to section 9.6 of 

Holdings’ bylaws, shares of Holdings 

may not be sold, transferred, assigned, 

pledged or otherwise disposed of 

without complying with transfer 

restrictions contained in Holdings’ 

charter and bylaws. The bylaws 

generally provide that stockholders may 

not transfer less than 1,000 shares in 

any one transfer, unless the stockholder 

is transferring all of the Holdings shares 

it owns. The bylaws also grant Holdings 

a right of first refusal to acquire shares 

a stockholder intends to sell or transfer. 

This right of first refusal does not apply 

(a) If the transferee is an affiliate of the 

transferor, (b) if the transferee is already 

a stockholder of Holdings, (c) if the 

transfer is by bequest, operation of law 

or judicial decree upon the death, legal 

disability, bankruptcy, or divorce/ 

annulment/dissolution of marriage of a 

stockholder, or (d) after December 31, 

2010.3

On October 6, 2010, the Holdings 

Board of Directors approved, subject to 

any required Securities and Exchange 

Commission (‘‘Commission’’) approval, 

an amendment to Holdings’ bylaws to 

extend the expiration date for the right 

of first refusal referenced above from 

December 31, 2010 until December 31, 

2015. Accordingly, the instant rule 

filing proposes to effectuate an 

amendment to Holdings’ bylaws that 

would extend the right of first refusal 

until December 31, 2015. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of Section 6(b) of the 

Act,4 in general, and Section 6(b)(4) of 

the Act,5 in particular, in that it is 

designed, among other things, to 

promote clarity, transparency and full 

disclosure, in so doing, to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, 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. Moreover, the proposed 

rule change is not discriminatory in that 

it affects only the rights of Holdings 

shareholders; qualification of, and 

trading privileges resulting from, ETP 

Holder status is unrelated to and 

independent of a person’s or entity’s 

status as a Holdings shareholder. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any inappropriate burden on 

competition. 

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 written comments on the 

proposed rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The proposed rule change will not be 

operative until 30 days after the date of 

filing (or such shorter time as the 

Commission may designate) pursuant to 

Section 19(b)(3)(A)(ii) of the Act 6 and 

subparagraph (f)(6) of Rule 19b–4 7

thereunder, because the proposal is 

‘‘non-controversial’’ and: (1) Does not 

significantly affect the protection of 

investors or the public interest; (2) does 

not impose any significant burden on 

competition; and (3) does not become 

operative for 30 days from 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 


jlentini on DSKJ8SOYB1PROD with NOTICES