14450 Federal Register / Vol. 77, No. 47 / Friday, March 9, 2012 / Notices 

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

2 17 CFR 240.19b–4. 

Applicant’s Conditions 

The Company agrees that the order 

granting the requested relief will be 

subject to the following conditions: 

1. The Company will not dispose of 

its interests in an Adviser if, as a result, 

the Company would own, directly or 

indirectly, 50% or less of the 

outstanding voting interests or 

economic interests in that Adviser 

unless the Company disposes of 100% 

of its interests in such Adviser. 

2. The Board will review at least 

annually the investment management 

business of the Company, the Advisers 

and the Special Purpose Subsidiaries in 

order to determine whether the benefits 

derived by the Company warrant the 

continuation of the ownership by the 

Company of the Advisers and the 

Special Purpose Subsidiaries and, if 

appropriate, will approve (by at least a 

majority of the directors of the Company 

who are not ‘‘interested persons’’ of the 

Company as defined by the Act) at least 

annually, such continuation. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–5732 Filed 3–8–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66511; File No. SR–NSX– 

2012–04] 

Self-Regulatory Organizations; 

National Stock Exchange, Inc.; Notice 

of Filing and Immediate Effectiveness 

of a Proposed Rule Change To Amend 

the NSX Fee and Rebate Schedule 

March 5, 2012. 

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 March 1, 

2012, 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 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 

National Stock Exchange, Inc. 

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

amend its Fee and Rebate Schedule (the 

‘‘Fee Schedule’’) issued pursuant to 

Exchange Rule 16.1(c) to adjust the 

rebates for certain orders executed in 

the Exchange’s Automatic Execution 

Mode, amend the fee tiers for certain 

orders executed in the Exchange’s Order 

Delivery Mode, adjust the routing fee, 

and establish a fee for receipt of the 

Exchange’s Depth of Book feed. 

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 aspects 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 modify the Fee Schedule 

in four respects. First, the proposed rule 

change would amend the rebates 

applicable to liquidity adding orders in 

securities priced at least one dollar in 

the Exchange’s Automatic Execution 

Mode of order interaction (‘‘AutoEx’’). 

Second, the proposed rule change 

would amend the rebate tiers applicable 

to orders in securities priced at least one 

dollar in the Exchange’s Order Delivery 

Mode of order interaction (‘‘Order 

Delivery’’). Third, the proposed rule 

change would increase the order routing 

fee from $0.0029 to $0.0030 per share. 

Finally, the proposed rule change would 

establish a fee applicable to direct 

recipients of the Exchange’s Depth of 

Book (‘‘DOB’’) feed. Each of the 

proposed changes is further addressed 

below. 

Rebates for Securities Priced at Least 

One Dollar in AutoEx 

The proposed rule change proposes to 

modify the rebates applicable to 

liquidity adding orders in securities 

priced one dollar or more in AutoEx. 

These changes can be found in Section 

I of the Fee Schedule. 

Currently, for Tape A and C 

securities, the Exchange offers a rebate 

in AutoEx for displayed orders that add 

liquidity based upon an ETP Holder’s 

Liquidity Adding ADV (as such term is 

defined in Endnote 3 of the Fee 

Schedule). For Tape A and C securities, 

the Exchange offers per share rebates of 

$0.0026 or $0.0029 depending on 

whether the ETP Holder has achieved a 

Liquidity Adding ADV of at least 10 

million. For Tape B securities, the 

Exchange currently offers a rebate of 

$0.0030 per share. The proposed rule 

change would eliminate all rebate 

volume tiers in AutoEx and establish a 

flat $0.0026 rebate per share for 

liquidity adding orders of securities of 

at least one dollar, regardless of an ETP 

Holder’s Liquidity Adding ADV or 

whether the security is Tape A, B or C. 

Corresponding edits are made to 

Endnote 3 to reflect the elimination of 

the distinction between Tapes A, B and 

C with respect to this rebate. 

For Zero Display Orders (as defined in 

Endnote 4 of the Fee Schedule) that add 

liquidity in AutoEx, the Exchange 

currently offers a rebate of $0.0025 per 

share if an ETP Holder’s Total ADV (as 

defined in Endnote 5 of the Fee 

Schedule) is at least 30 million and 

Liquidity Adding ADV is at least 5 

million. The proposed fee change would 

eliminate this rebate altogether, such 

that there would be no rebate associated 

with such orders. The defined term 

‘‘Total ADV’’ would also be deleted 

from Endnote 5 of the Fee Schedule as 

no longer utilized. 

Rebates for Securities Priced at Least 

One Dollar in Order Delivery 

As reflected in Section II of the Fee 

Schedule, for all liquidity adding 

displayed orders of securities priced at 

least one dollar in Order Delivery, the 

Exchange currently offers a $0.0008 or 

$0.0024 per share rebate depending on 

whether an ETP Holder’s Liquidity 

Adding ADV is between one and 5 

million, or over 5 million, respectively. 

The proposed rule filing would adjust 

these tiers and rebates such that an 

$0.0008 per share rebate would apply to 

each Order Delivery displayed order 

that adds liquidity where an ETP 

Holder’s Liquidity Adding ADV is less 

than 15 million, or a $0.0024 per share 

rebate would apply to each such order 

where an ETP Holder’s Liquidity 

Adding ADV is at least 15 million. 

In addition, for Zero Display Reserve 

Orders in Order Delivery of securities 

priced at least one dollar, the current 

rebate tiers, depending on Liquidity 

Adding ADV, of between $0.0008 and 


srobinson on DSK4SPTVN1PROD with NOTICES
Federal Register / Vol. 77, No. 47 / Friday, March 9, 2012 / Notices 14451 

3See Securities and Exchange Release No. 34– 

66007 (December 20, 2011), 76 FR 81000 (December 

27, 2011) (SR–NSX–2011–015). 

4 Direct recipients of the NSX DOB feed are firms 

that have entered into a Market Data Feed License 

Agreement with the Exchange, which agreement 

governs the terms of a firm’s receipt, use and 

dissemination of the feed. This agreement can be 

found on the Exchange’s Web site. See http://www.

nsx.com/resources/content/2/4/documents/

NSXDOBFeedSpecificationv111.pdf. 

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

6 15 U.S.C. 78f(b)(4). 

7See CBOE Stock Exchange, Inc, Fee Schedule 

(http://www.cboe.com/publish/cbsxfeeschedule/

cbsxfeeschedule.pdf) and New York Stock 

Exchange (‘‘NYSE’’) Arca Fee Schedule (http://

www.nyse.com/pdfs/NYSEArca_Equities_Fees.pdf). 

8See NASDAQ OMX (‘‘Nasdaq’’) Fee Schedule 

(http://www.nasdaqtrader.com/trader.

aspx?id=pricelisttrading2). 

9See NYSE Arcabook fee schedule (http://www.

nyxdata.com/arcabook) (charging $750/mo. for a 

data product that includes the NYSE Arca 

equivalent to the NSX DOB feed). 

$0.0012 is proposed to be eliminated. 

Thus, under the proposed rule change, 

for such orders no rebate will apply. 

Order Routing Fee 

Under Section IIIA of the Fee 

Schedule, the Exchange currently 

charges a fee of $0.0029 per share for 

each order routed by the Exchange and 

executed in another market center. The 

instant rule change proposes to increase 

the routing fee to $0.0030 per share. 

Depth of Book Feed Charge 

The Exchange is proposing to 

establish a monthly fee applicable to 

each direct recipient of its DOB feed, 

payable in advance. Prior to the 

effective date of the proposed rule 

change, NSX offered its DOB feed free 

of charge.3 After the effective date, a 

monthly fee of $400 per direct recipient 

will be charged.4 New text is proposed 

to be added as Section IIIC of the Fee 

Schedule under the header ‘‘Depth of 

Book Feed’’ to reflect this charge. This 

rule filing does not propose to change or 

modify the form, content or 

transmission of the NSX DOB feed, 

which except with respect to the 

proposed charge remains unchanged. 

Rationale 

The Exchange has determined that the 

fee changes proposed above are 

necessary to increase the revenues of the 

Exchange for the purposes of continuing 

to adequately fund its regulatory and 

general business functions and to enable 

the Exchange to continue to properly 

fulfill its regulatory responsibilities. In 

addition, the modification of the volume 

tiers for displayed orders in Order 

Delivery is intended to simplify the 

incentives available to ETP Holders to 

increase the available liquidity on the 

Exchange. The Exchange believes that 

the proposed Depth of Book change 

would allow the Exchange to recoup 

some of the expenses it incurs in 

developing and delivering the NSX DOB 

feed to the public market. Other market 

centers charge similar or higher rates for 

receipt of their proprietary data feeds. 

Based upon the information above, 

the Exchange believes that the proposed 

rule change is consistent with the 

protection of investors and the public 

interest. 

Operative Date and Notice 

The Exchange currently intends to 

make the proposed modifications, 

which are effective on filing of this 

proposed rule, operative as of 

commencement of trading on March 1, 

2012. Pursuant to Exchange Rule 

16.1(c), the Exchange will ‘‘provide ETP 

Holders with notice of all relevant dues, 

fees, assessments and charges of the 

Exchange’’ through the issuance of a 

Regulatory Circular of the changes to the 

Fee Schedule and will post a copy of the 

rule filing on the Exchange’s Web site 

(www.nsx.com). 

2. Statutory Basis 

The Exchange believes that the 

proposed rule changes are consistent 

with the provisions of Section 6(b) of 

the Securities Exchange Act of 1934 5

(the ‘‘Act’’), in general, and Section 

6(b)(4) of the Act,6 in particular in that 

each change is designed to provide for 

the equitable allocation of reasonable 

dues, fees and other charges among its 

members and other persons using the 

facilities of the Exchange. 

With respect to the proposed changes 

in Section I of the Fee Schedule that 

establish a flat rebate for displayed 

orders, and elimination of the rebate for 

Zero Display orders, of securities priced 

at least one dollar in Auto Ex, such 

proposed changes are reasonable 

because they are in the same range of 

rebates offered by other exchanges.7 The 

proposed changes are equitably 

allocated and not discriminatory as all 

qualified ETP Holders are eligible to 

submit (or not submit) orders of this 

kind on the Exchange, and all ETP 

Holders choosing to do so will be paid 

the same rebate. 

With respect to the changes in Section 

II that modify the rebates received for 

displayed orders of securities priced at 

least one dollar in Order Delivery, such 

proposed rebates are reasonable because 

they do not adjust the dollar amount of 

the rebate but rather modify only the 

volume tiers necessary to achieve the 

applicable rebate. Such volume 

adjustments are reasonable methods to 

incentivize the use of such order type. 

For Zero Display orders, elimination of 

the rebate is a reasonable adjustment in 

relation to recent volumes of such order 

type on the Exchange. Additionally, all 

similarly situated members are subject 

to the same fee structure, and access to 

the Exchange is offered on fair and nondiscriminatory terms. Volume-based 

rebates and discounts have been widely 

adopted in the equities markets, and are 

equitable because they are open to all 

members on an equal basis and provide 

rebates that are reasonably related to the 

value of an exchange’s market quality 

associated with the requirements for the 

favorable pricing tier. 

The proposed adjustment of the Order 

Routing Fee in Section IIIA of the Fee 

Schedule is reasonable because it is 

only $0.0001 higher than the current 

routing fee and remains comparable to 

that charged by other Exchanges.8 This 

proposed change is equitably allocated 

and not discriminatory as it applies 

uniformly to all ETP Holder entering 

orders that are routed to other market 

centers. 

The proposed ‘‘Depth of Book Feed 

Charge’’ fee is reasonable as it is 

comparable to the fees imposed for 

receipt of proprietary data feeds charged 

by other market centers.9 This proposed 

fee applies uniformly to all parties that 

receive the DOB feed directly, and, thus, 

the charge is not discriminatory and 

equitably allocated. In addition, receipt 

of the NSX DOB feed is entirely 

voluntary, and only recipients choosing 

to receive the feed are subject to the 

charge. 

The Exchange notes that it operates in 

a highly competitive market in which 

market participants can readily favor 

competing venues if they deem fee 

levels at a particular venue to be 

excessive. In such an environment, the 

Exchange must continually adjust its 

fees to remain competitive with other 

market centers. 

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. 


srobinson on DSK4SPTVN1PROD with NOTICES
14452 Federal Register / Vol. 77, No. 47 / Friday, March 9, 2012 / Notices 

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

11 17 CFR 240.19b–4. 

12 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The proposed rule change has taken 

effect upon filing pursuant to Section 

19(b)(3)(A)(ii) of the Act 10 and 

subparagraph (f)(2) of Rule 19b–4 11

thereunder, because, as provided in 

(f)(2), it changes ‘‘a due, fee or other 

charge applicable only to a member’’ 

(known on the Exchange as an ETP 

Holder). At any time within 60 days of 

the filing of the 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. 

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 email to rule-comments@

sec.gov. Please include File Number SR– 

NSX–2012–04 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–NSX–2012–04. This file 

number should be included on the 

subject line if email 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 

will also 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–NSX–2012– 

04 and should be submitted on or before 

March 30, 2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–5730 Filed 3–8–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66512; File No. SR–BX– 

2012–011] 

Self-Regulatory Organizations; 

NASDAQ OMX BX, Inc.; Notice of Filing 

and Immediate Effectiveness of 

Proposed Rule Change To Amend 

Chapter V, Section 26 of the BOX 

Rules 

March 5, 2012. 

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 

22, 2012, NASDAQ OMX BX, Inc. 

(‘‘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 self-regulatory organization. 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 

Chapter V, Section 26 (Limitation of 

Liability) of the Rules of the Boston 

Options Exchange Group, LLC (‘‘BOX’’). 

The text of the proposed rule change is 

available from the principal office of the 

Exchange, at the Commission’s Public 

Reference Room and also on the 

Exchange’s Internet Web site at http:// 

nasdaqomxbx.cchwallstreet.com/ 

NASDAQOMXBX/Filings/. 

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 

Chapter V, Section 26 of the BOX 

Trading Rules provides, in general, that 

neither the Exchange, BOXR, BOX, nor 

any of their respective affiliates with 

regard to BOX will be liable to BOX 

Options Participants for any losses 

arising from the use of BOX or the BOX 

Trading Host. The Exchange is 

proposing to codify provisions within 

the BOX Trading Rules that permit 

BOX, for customer service reasons, to 

compensate an Options Participant, 

within specified limits as proposed, for 

certain identified losses. Additionally, 

the Exchange is proposing to clarify 

certain provisions within Section 26 

regarding to whom it is applicable. 

Accordingly, the Exchange proposes 

to amend Chapter V, Section 26 of the 

BOX Trading Rules to (1) clarify certain 

provisions within Section 26 regarding 

to whom the liability limitation applies; 

(2) codify provisions within the BOX 

Rules to permit BOX to compensate 

Participants for losses under certain 

circumstances; and (3) establish the 

maximum amount of such 

compensation that BOX may provide 

during a calendar month pursuant to 

Section 26. 

The Exchange proposes to clarify 

Section 26(a) by adding the respective 

directors, officers, committee members, 

employees, contractors, agents, and 

other persons acting on the behalf of the 

Exchange, BOXR, BOX and any of their 

respective affiliates to the paragraph 

that identifies the persons to which the 

limitation of liability is applicable. The 

Exchange proposes that ‘‘Exchange 

Related Persons and/or Entities’’ be 

defined to include the Exchange, BOXR, 


srobinson on DSK4SPTVN1PROD with NOTICES