Federal Register / Vol. 72, No. 51 / Friday, March 16, 2007 / Notices 12651 

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

7 15 U.S.C. 78s(b)(3)(A). 

8 17 CFR 240.19b–4(f)(6). 

9 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

orders received by the Exchange per 

day. 

In addition, the wider availability and 

increased speed of NYSE Direct+

(‘‘Direct+’’), the Exchange’s electronic 

execution facility, which is being 

implemented in connection with the 

Hybrid Market, should prove a 

beneficial substitute to those Exchange 

customers seeking processing for 

individual investor orders similar to 

that obtained through IIEDS. The 

enhancements to Direct+ being 

introduced involve immediate 

execution at the best bid and best offer 

without restrictions on order size or 

frequency to the extent of the displayed 

volume associated with the bid and 

offer. The speed and continued 

operation of electronic executions 

through Direct+ will also eliminate the 

queues that developed during the 

slower, more manual execution process, 

further obviating the need for IIEDS. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the requirement under Section 6(b)(5) 6

of the Act that an Exchange have rules 

that are designed to promote just and 

equitable principles of trade, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and 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 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 

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 Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A) of the Act7 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.8 Because the Exchange has 

designated the foregoing proposed rule 

change as one that: (i) Does not 

significantly affect the protection of 

investors or the public interest; (ii) does 

not impose any significant burden on 

competition; and (iii) does not 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, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act and Rule 19b–4(f)(6)(iii) 

thereunder. 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 

No. SR–NYSE–2007–16 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Nancy M. Morris, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2007–16. 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 Commissions 

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. 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-NYSE–2007–16 and should 

be submitted on or before April 6, 2007. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.9

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–4813 Filed 3–15–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55430; File No. SR–

NYSEArca–2007–24] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To Waive Certain Listing 

Fees 

March 8, 2007. 

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 

28, 2007, NYSE Arca, Inc. (‘‘NYSE 

Arca’’ or ‘‘Exchange’’), through its 

wholly owned subsidiary, NYSE Arca 

Equities, Inc., 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 

substantially 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 

The Exchange proposes to amend its 

listing fees to provide that there shall be 

no initial listing fee applicable to (i) 

Any company listing upon emergence 

from bankruptcy, or (ii) any company 

listing its primary class of common 

stock that is not listed on a national 

securities exchange but is registered 

under the Act. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

(http://www.nysearca.com), at the 

Exchange’s Office of the Secretary, and 


sroberts on PROD1PC70 with NOTICES
12652 Federal Register / Vol. 72, No. 51 / Friday, March 16, 2007 / Notices 

3The Exchange interprets ‘‘listing following 

emergence from bankruptcy’’ to mean that the 

company lists at the same time it emerges from 

bankruptcy. Telephone conversation between John 

Carey, Assistant General Counsel, NYSE, and 

Nathan Saunders, Special Counsel, Division of 

Market Regulation, Commission, March 6, 2007. 

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

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

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 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 Exchange proposes to amend its 

listing fee schedule to provide that there 

shall be no initial listing fee applicable 

to: 

• Any company listing following 

emergence from bankruptcy;3 or 

• Any company listing its primary 

class of common stock that is not listed 

on a national securities exchange but is 

registered under the Act. 

If approved by the Commission, the 

amendments contained in this proposal 

will be applied retroactively as of the 

date of this filing. 

The proposed rule change will not 

affect the Exchange’s commitment of 

resources to its regulatory oversight of 

the listing process or its regulatory 

programs. Specifically, companies that 

benefit from the waivers will be 

reviewed for compliance with Exchange 

listing standards in the same manner as 

any other company that applies to be 

listed on the Exchange. The Exchange 

will conduct a full and independent 

review of each issuer’s compliance with 

the Exchange’s listing standards. 

In the case of companies listing upon 

emergence from bankruptcy, the 

Exchange believes that the initial listing 

fee waiver is justified by such 

companies’ unique circumstances. 

Companies emerging from bankruptcy 

are typically not raising any new capital 

at the time of listing, so the payment of 

initial listing fees is more burdensome 

than for companies that are listing upon 

an initial public offering. Also, because 

of the desire in bankruptcy proceedings 

to ensure that creditors are paid as 

much as possible, such companies are 

much more sensitive to the costs 

associated with listing. It is frequently 

difficult for such companies to assess 

what those costs are going to be until 

quite close to their emergence from 

bankruptcy, as the number of shares that 

will be issued (and therefore the related 

listing fees) are a significant variable in 

the negotiation of the bankruptcy 

settlement. As bankrupt companies face 

unique challenges in the listing process 

and the number of companies that will 

benefit from the fee waiver will be very 

limited, the Exchange does not believe 

that the treatment this proposal would 

afford to bankrupt companies 

constitutes an inequitable or unfairly 

discriminatory allocation of fees. 

The Exchange anticipates that a 

significant percentage of potential 

listings of companies that have a 

registered class of common stock but 

that are not currently listed on a 

national securities exchange will be 

formerly listed companies that were 

delisted as a result of a failure to timely 

file annual reports with the 

Commission. These are companies that 

were otherwise in good standing with a 

national securities exchange, but fell 

behind on their reporting obligations 

under the Act because their auditors or 

the Commission required restatements 

of their financial statements. These 

companies will re-list on the Exchange 

as soon as their filings are up to date. 

The Exchange believes that waiving 

initial listing fees for these companies is 

appropriate and does not constitute an 

inequitable or unfairly discriminatory 

allocation of fees, as such companies 

had previously paid initial listing fees to 

the Exchange or to another national 

securities exchange, and to make them 

pay these fees again would further 

penalize them unnecessarily. 

The Exchange does not expect the 

financial impact of this proposed rule 

change to be material, either in terms of 

increased levels of annual fees from 

transferring issuers or in terms of 

diminished initial listing fee revenues. 

A very limited number of companies are 

qualified and seek to list on the 

Exchange that are either emerging from 

bankruptcy or have a registered class of 

common stock but are not currently 

listed on another market. Accordingly, 

the proposed rule change will not 

impact the Exchange’s resource 

commitment to its regulatory oversight 

of the listing process or its regulatory 

programs. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the requirement under Section 6(b)(4) 4

of the Act that an exchange have rules 

that provide for the equitable allocation 

of reasonable dues, fees and other 

charges among its members and other 

persons using its facilities and the 

requirement under Section 6(b)(5) 5 of 

Act that an exchange have rules that are 

designed to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system and that are not designed to 

permit unfair discrimination between 

issuers. In light of the unique 

circumstances of companies emerging 

from bankruptcy and the likelihood that 

many companies listing that have a 

registered class of common stock but are 

not listed on another market will be 

previously listed companies delisted as 

late filers, the Exchange believes that 

the proposed fee waiver does not render 

the allocation of its listing fees 

inequitable or unfairly discriminatory. 

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 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 

Written comments on the proposed 

rule change 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 Exchange consents, 

the Commission will: 

(A) By order approve the 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, 


sroberts on PROD1PC70 with NOTICES
Federal Register / Vol. 72, No. 51 / Friday, March 16, 2007 / Notices 12653 

6 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)(2). 

5See NYSE Arca Equities Rule 1.1(n). 

6See Securities Exchange Act Release No. 54742 

(November 13, 2006), 71 FR 67179 (November 20, 

2006) (SR–NASD–2006–122). See also Securities 

Exchange Act Release Nos. 54932 (December 13, 

2006), 71 FR 76406 (December 20, 2006) (SR–

NASD–2006–132); 55137 (January 19, 2007), 72 FR 

3452 (January 25, 2007) (SR–NASDAQ–2006–068); 

and 55284 (February 13, 2007), 72 FR 8231 

(February 23, 2007) (SR–NASDAQ–2007–003). 

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

8 15 U.S.C. 78f(b)(4). 

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–NYSEArca–2007–24 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Nancy M. Morris, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2007–24. 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. Copies of the 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–NYSEArca–2007–24 and 

should be submitted on or before April 

6, 2007. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.6

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–4786 Filed 3–15–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55435; File No. SR–

NYSEArca–2007–23] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Amending Fees for 

Round-Lot Transactions in NYSEListed Securities (Other Than ETFs) 

Routed Outside the Book 

March 9, 2007. 

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 

26, 2007, NYSE Arca, Inc. (‘‘NYSE 

Arca’’ or ‘‘Exchange’’), through its 

wholly owned subsidiary NYSE Arca 

Equities, Inc. (‘‘NYSE Arca Equities’’), 

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 substantially prepared by 

NYSE Arca. NYSE Arca has filed the 

proposal pursuant to Section 19(b)(3)(A) 

of the Act 3 and Rule 19b–4(f)(2) 

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 Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

section of its Schedule of Fees and 

Charges for Exchange Services (‘‘Fee 

Schedule’’) that applies to round-lot 

transactions by ETP Holders 5 in 

securities (other than exchange-traded 

funds, or ‘‘ETFs’’) listed on the New 

York Stock Exchange LLC (‘‘NYSE’’). 

While changes to the Fee Schedule 

pursuant to this proposal will be 

effective upon filing, the changes will 

become operative on March 1, 2007. The 

text of the proposed rule change is 

available at NYSE Arca, the 

Commission’s Public Reference Room, 

and http://www.nysearca.com. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

NYSE Arca 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. NYSE 

Arca 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 Exchange proposes to amend the 

section of its Fee Schedule that applies 

to round-lot transactions by ETP 

Holders in NYSE-listed securities (other 

than ETFs). While changes to the Fee 

Schedule pursuant to this proposal will 

be effective upon filing, the changes will 

become operative on March 1, 2007. 

The Fee Schedule currently provides 

that ETP Holders are charged $0.001 per 

share for round-lot transactions in 

NYSE-listed securities that are routed 

outside the NYSE Arca Book. The 

Exchange proposes to amend its Fee 

Schedule to increase this fee to $0.003 

per share for such routed orders 

executed at any away market center 

other than the NYSE. ETP Holders will 

continue to be charged $0.001 per share 

for round-lot transactions in NYSElisted securities that are routed to, and 

executed on, the NYSE. The Exchange 

proposes to increase this fee in direct 

response to the recent fee announced by 

The NASDAQ Stock Market LLC 

(‘‘Nasdaq’’) of $0.003 per share for 

orders that remove liquidity from the 

Nasdaq Market Center for NYSE-, Amexand regional-listed securities (excluding 

ETFs), effective January 1, 2007.6

Specifically, the Exchange proposes this 

increase so that it may pass through to 

its ETP Holders the increased fee that 

Nasdaq is charging the Exchange for 

such ETP Holders’ transactions. 

2. Statutory Basis 

The Exchange believes that the 

proposal is consistent with the 

provisions of Section 6(b) of the Act,7 in 

general, and with Section 6(b)(4) of the 

Act,8 in particular, in that the proposal 


sroberts on PROD1PC70 with NOTICES