Federal Register / Vol. 72, No. 62 / Monday, April 2, 2007 / Notices 15745 

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

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

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

11 17 CFR 240.19b–4(f)(6). 

12 17 CFR 240.19b–4(f)(6)(iii). 

13For purposes only of waiving the 30-day 

operative delay of this proposal, the Commission 

has considered the proposed rule’s impact on 

efficiency, competition, and capital formation. 15 

U.S.C. 78c(f). 

14 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). 

is no regulatory reason to distinguish 

Tape A transactions on NSTS from Tape 

A transactions on NSX BLADE, and is 

therefore proposing an equivalent rebate 

program. As with the Exchange’s other 

tape rebate programs, to the extent that 

market data revenue from Tape A 

transactions is subject to any 

adjustment, credits provided under the 

Tape A program may be adjusted 

accordingly. 

The Exchange believes the proposed 

rule change is consistent with the 

protection of investors and the public 

interest because it lowers the cost of 

trading and market data to brokerdealers and the investing public, and 

because it enhances competition in the 

trading of Tape A securities. 

2. Statutory Basis 

NSX believes that the proposed rule 

change is consistent with the provisions 

of Section 6(b) of the Act,8 in general, 

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

particular, in that it is designed to 

provide for the equitable allocation of 

reasonable dues, fees and other charges 

by crediting members on a pro rata 

basis. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

NSX 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 

Because the foregoing 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 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 10 and Rule 19b–4(f)(6) 

thereunder.11 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. 

The Exchange has asked that the 

Commission waive the 30-day operative 

delay contained in Rule 19b–4(f)(6)(iii) 

under the Act.12 The Commission 

believes waiver of the 30-day operative 

delay is consistent with the protection 

of investors and the public interest, 

because the proposed rule change 

contains no novel regulatory issues, and 

is designed to enhance competition in 

the trading of Tape A securities. 

Accordingly, the Commission 

designates the proposed rule change to 

be effective and operative upon filing 

with the Commission.13

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–NSX–2007–02 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–NSX–2007–02. 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 such filing also will be 

available for inspection and copying at 

the principal office of NSX. 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–NSX–2007–02 and should 

be submitted on or before April 23, 

2007. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.14

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–5985 Filed 3–30–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55524; File No. SR–NSX–

2007–03] 

Self-Regulatory Organizations; 

National Stock Exchange, Inc.; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change To Modify 

Fees for Transactions Executed 

Through NSX BLADE and ITS Plans 

Priced at Less Than $1.00 Per Share 

March 26, 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 March 2, 

2007, the National Stock Exchange, Inc. 

(‘‘NSX’’ or ‘‘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 

substantially prepared by the Exchange. 

NSX 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. 


hsrobinson on PROD1PC76 with NOTICES
15746 Federal Register / Vol. 72, No. 62 / Monday, April 2, 2007 / Notices 

5 17 CFR 242.610(c)(2). 

6 15 U.S.C. 78f. 

7 15 U.S.C. 78f(b)(4). 

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

9 17 CFR 240.19b–4(f)(2). 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange is proposing changes to 

its fees for transactions priced at less 

than $1.00 per share that are executed 

through NSX BLADE, the Exchange’s 

new trading platform. These changes are 

being proposed in order to comply with 

Rule 610(c) of Regulation NMS under 

the Act. The Exchange is also proposing 

corresponding changes to its Fee 

Schedule applicable to transactions 

under the Intermarket Trading System 

Plan and/or the Plan for the purpose of 

Creating and Operating an Intermarket 

Communications Linkage (‘‘ITS Plans’’) 

for transactions executed through the 

ITS Plans (‘‘ITS Transactions’’). The text 

of the proposed rule change is available 

at NSX, the Commission’s Public 

Reference Room, and http:// 

www.nsx.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, 

NSX 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. NSX 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 has created a new state 

of the art trading platform, known as 

NSX BLADE, which utilizes a strict 

price/time priority system as the 

ultimate replacement for the Exchange’s 

legacy system, National Securities 

Trading System (‘‘NSTS’’). Pursuant to 

Exchange Rule 16.1(a), the Exchange 

maintains a Fee Schedule that contains 

its current fees, dues and other charges 

applicable to transactions in NSX 

BLADE (‘‘NSX BLADE Fee Schedule’’). 

Currently, the NSX BLADE Fee 

Schedule provides for an execution fee 

of $0.0030 per share for removing 

liquidity from NSX BLADE (in other 

words, a charge for taking liquidity 

against an order in NSX BLADE), and a 

rebate of $0.0030 per share executed for 

adding liquidity into NSX BLADE (in 

other words, a rebate for the addition of 

liquidity to NSX BLADE, provided that 

it results in an execution through NSX 

BLADE). Thus, ETP Holders taking 

liquidity against an order in NSX 

BLADE are currently charged a fee of 

$0.0030 per share executed, and ETP 

Holders providing liquidity into NSX 

BLADE are currently paid a rebate of 

$0.0030 per share executed. 

Rule 610(c)(2) of Regulation NMS 5

generally requires that the fees charged 

by a trading center for execution of an 

order against a quotation of less than 

$1.00 per share cannot exceed or 

accumulate to more than 0.3% of the 

quotation price per share. In order to 

comply with this rule, the Exchange is 

proposing a 0.3% per share liquidity 

taker fee and a 0.3% per share liquidity 

provider rebate for transactions that are 

priced at less than $1.00 per share. This 

fee and rebate structure would be in lieu 

of the $0.0030 per share liquidity taker 

fee and the $0.0030 liquidity provider 

rebate described above. In other words, 

for transactions that are priced at less 

than $1.00 per share, ETP Holders 

would be charged 0.3% of the price per 

share for taking liquidity against an 

order in NSX BLADE, and would 

receive a rebate of 0.3% of the price per 

share for the addition of liquidity to 

NSX BLADE, provided that it results in 

an execution through NSX BLADE. For 

example, if a transaction was executed 

on NSX BLADE for 100 shares at $0.50 

per share, any liquidity taker fee or 

liquidity provider rebate applicable to 

the transaction would be equal to $0.15 

($.050 × 0.3% × 100). 

In addition, changes are being 

proposed to the Fee Schedule for ITS 

Transactions, to provide for a 

corresponding 0.3% per share liquidity 

taker fee for ITS Transactions executed 

through NSX BLADE that are priced at 

less than $1.00 per share. ETP Holders 

taking liquidity from NSX BLADE will 

be charged under the NSX BLADE Fee 

Schedule, and executions on NSX 

BLADE through an ITS Plan will be 

charged under the Fee Schedule for ITS 

Transactions (although the rates of the 

two execution fees are identical). The 

Exchange bills non-ETP Holders using 

the facilities of the Exchange for ITS 

Transactions under the Fee Schedule for 

ITS Transactions. 

In connection with this rule change, 

language is also proposed to be added 

to the NSX BLADE Fee Schedule stating 

that with respect to ITS Transactions 

executed through NSX BLADE, the 

Exchange will pay the applicable 

liquidity provider rebate ($0.0030 per 

share or 0.3% per share, depending on 

the execution price) only after it 

receives payment of the liquidity taker 

fee applicable to the execution. 

Pursuant to NSX Rule 16.1(c), the 

Exchange will ‘‘provide ETP Holders 

with notice of all relevant dues, fees, 

assessments and charges of the 

Exchange.’’ ETP Holders and others, 

including self-regulatory organizations 

that are the subject of exchange-toexchange billing, using the Exchange 

will be advised of these fees through the 

Exchange’s website. In addition, ETP 

Holders will, simultaneously with this 

filing, be notified through the issuance 

of a Regulatory Circular of the changes 

to the Fee Schedules applicable to 

transactions through NSX BLADE and 

the ITS Plans. 

The fees have been designed in this 

manner in order to ensure that the 

Exchange can continue to fulfill its 

obligations under the Act. 

2. Statutory Basis 

NSX believes that the proposed rule 

change is consistent with the provisions 

of Section 6 of the Act,6 in general, and 

with Sections 6(b)(4) of the Act,7 in 

particular, in that the proposal provides 

for the equitable allocation of reasonable 

dues, fees, and other charges. 

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. 

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 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act 8 and 

subparagraph (f)(2) of Rule 19b–4 

thereunder 9 because it establishes or 

changes a due, fee, or other charge 

applicable only to a member imposed by 

the self-regulatory organization. 

Accordingly, the proposal is effective 

upon Commission receipt of the filing. 

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 


hsrobinson on PROD1PC76 with NOTICES
Federal Register / Vol. 72, No. 62 / Monday, April 2, 2007 / Notices 15747 

10 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4NYSE-listed limited partnerships would still be 

subject to the Exchange’s shareholder approval 

requirements for equity compensation plans. See 

NYSE Listed Company Manual Sections 303A.08 

and 312.03(a). 5See supra note 4. 

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 

Number SR–NSX–2007–03 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–NSX–2007–03. 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 NSX. 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–NSX–2007–03 and should 

be submitted on or before April 23, 

2007. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.10

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–5988 Filed 3–30–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55528; File No. SR–NYSE–

2007–28] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change To 

Exempt Limited Partnerships From 

Certain of Its Shareholder Approval 

Rules 

March 26, 2007. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’),2 and Rule 19b–4 thereunder,3

notice is hereby given that on March 9, 

2007, New York Stock Exchange LLC 

(the ‘‘NYSE’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule changes 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 

comments on the proposed rule changes 

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 

Exchange’s Listed Company Manual 

(the ‘‘Manual’’) to exempt limited 

partnerships from the obligation to 

obtain shareholder approval under the 

circumstances set forth in Sections 

312.03(b), (c), and (d) for the issuance of 

common stock and securities 

convertible into or exchangeable for 

common stock.4

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://www.nyse.com, the Office of 

the Secretary, 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 

NYSE 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 exempt 

limited partnerships from the obligation 

to obtain shareholder approval under 

the circumstances set forth in Manual 

Sections 312.03(b), (c), and (d) for the 

issuance of common stock and 

securities convertible into or 

exchangeable for common stock.5

Subject to certain exceptions specified 

therein, Manual Sections 312.03(b), (c), 

and (d) require listed issuers to obtain 

shareholder approval prior to the 

issuance of common stock or securities 

convertible into or exchangeable for 

common stock in any transaction or 

series of related transactions in the 

following situations: 

• Where the potential dilution exceeds 

either one percent of the number of shares of 

common stock or one percent of the voting 

power outstanding before the issuance to: (a) 

a director, officer or substantial security 

holder of the company (each a ‘‘Related 

Party’’); (b) a subsidiary, affiliate or other 

closely-related person of a Related Party; or 

(c) any company or entity in which a Related 

Party has a substantial direct or indirect 

interest. 

• If the Related Party involved in a 

transaction covered by the preceding bullet is 

classified as such solely because such person 

is a substantial security holder, and if the 

issuance relates to a sale of stock for cash at 

a price at least as great as each of the book 

and market value of the issuer’s common 

stock, then shareholder approval will not be 

required unless the number of shares of 

common stock to be issued, or unless the 

number of shares of common stock into 

which the securities may be convertible or 

exercisable, exceeds either five percent of the 

number of shares of common stock or five 

percent of the voting power outstanding 

before the issuance. 

• If: (a) the common stock has, or will have 

upon issuance, voting power equal to or in 


hsrobinson on PROD1PC76 with NOTICES