Self-Regulatory Organizations; American Stock Exchange LLC; Order Approving Proposed Rule Change Modifying the Options Listing Criteria for Underlying Securities, 57615-57616 [E7-19870]
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Federal Register / Vol. 72, No. 195 / Wednesday, October 10, 2007 / Notices
rwilkins on PROD1PC63 with NOTICES
vast majority of investment advisers
exercised a high level of control over the
structuring of the advisory relationship.
Applicants state that the proposed fee,
however, was negotiated actively at
arm’s length between the Trust and
IronBridge. Applicants state that
IronBridge has little, if any, influence
over the overall management of the
Trust or the Portfolio beyond stock
selection, and does not control the
Portfolio or the Trust. Management
functions of the Trust and the Portfolio
reside in the Trust’s Board. The Trust is
directly and fully responsible for
supervising the Trust’s service providers
and monitoring expenses of each of the
Trust’s portfolios. The Trust’s Board is
responsible for allocating the assets of
the several portfolios among the
portfolio managers. Neither IronBridge
nor any of its affiliates sponsored or
organized the Trust, or serves as a
distributor or principal underwriter of
the Trust. IronBridge and its affiliates do
not own any shares issued by the Trust.
No officer, director or employee of
IronBridge, nor any of its affiliates,
serves as an executive officer or director
of the Trust. Neither IronBridge nor any
of its affiliates is an affiliated person of
Hirtle Callaghan or any other person
who provides investment advice with
respect to the Trust’s advisory
relationships (except to the extent that
such affiliation may exist by reason of
IronBridge or any of its affiliates serving
as investment adviser to the Trust). No
member of the Trust’s Board is affiliated
with IronBridge.
9. Applicants state that the proposed
fee arrangement satisfies the purpose of
rule 205–1 because it was negotiated at
arms-length and the Trust, for the
reasons stated in the previous
paragraphs, does not need the
protections afforded by calculating a
performance fee based on net assets.
Applicants argue that the proposed fee
arrangement is therefore consistent with
the underlying policies of section 205
and rule 205–1 under the Advisers Act
and that the exemption would be
consistent with the protection of
investors.
Applicants’ Conditions
Applicants agree that any order
granting the requested relief will be
subject to the following conditions:
1. If the Base Fee changes, the
performance hurdle will be changed to
match the Base Fee and to ensure that
the investment advisory fee continue to
have the potential to increase and
decrease proportionately.
2. To the extent IronBridge relies on
the requested order with respect to
advisory arrangements with other
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investment companies that it advises,
those arrangements will meet the
following requirements: (i) The
investment advisory fee will be
negotiated on an arm’s-length basis
between IronBridge and the investment
company or its primary investment
adviser; (ii) the fee structure will
contain a performance hurdle that is, at
all times, no lower than the base fee;
and should the base fee change, the
hurdle also will be changed to match
the base fee and to ensure that the
investment advisory fee continue to
have the potential to increase and
decrease proportionally; (iii) neither
IronBridge nor any of its affiliates will
serve as distributor or sponsor of the
investment company; (iv) no member of
the board of the investment company
will be affiliated with IronBridge or its
affiliates; (v) neither IronBridge nor any
of its affiliates will organize the
investment company; (vi) neither
IronBridge nor any of its affiliates will
be an affiliated person of any primary
adviser to the investment company or of
any other person who provides advice
with respect to the investment
company’s advisory relationships
(except to the extent that IronBridge
and/or its affiliates may be affiliated
with another portfolio manager by
virtue of the fact that IronBridge or the
affiliate serves as a portfolio manager to
the investment company or to another
investment company); and (vii) other
than described in this application,
Applicants will comply with section
205 and rules 205–1 and 205–2 under
the Advisers Act.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Nancy M. Morris,
Secretary.
[FR Doc. E7–19913 Filed 10–9–07; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Notice is hereby given, pursuant to
the provisions of the Government in the
Sunshine Act, Pub. L. 94–409, that the
Securities and Exchange Commission
will hold the following meeting during
the week of October 9, 2007:
A Closed Meeting will be held on
Thursday, October 11, 2007 at 1:30 p.m.
Commissioners, Counsel to the
Commissioners, the Secretary to the
Commission, and recording secretaries
will attend the Closed Meeting. Certain
staff members who have an interest in
the matters may also be present.
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The General Counsel of the
Commission, or his designee, has
certified that, in his opinion, one or
more of the exemptions set forth in 5
U.S.C. 552b(c)(5), (7), (9)(B), and (10)
and 17 CFR 200.402(a)(5), (7), 9(ii) and
(10), permit consideration of the
scheduled matters at the Closed
Meeting.
Commissioner Casey, as duty officer,
voted to consider the items listed for the
closed meeting in closed session.
The subject matter of the Closed
Meeting scheduled for Thursday,
October 11, 2007 will be:
Formal order of investigation;
Institution and settlement of
injunctive actions;
Institution and settlement of
administrative proceedings of an
enforcement nature;
Resolution of litigation claims;
An adjudicatory matter; and
Other matters related to enforcement
actions.
At times, changes in Commission
priorities require alterations in the
scheduling of meeting items.
For further information and to
ascertain what, if any, matters have been
added, deleted or postponed, please
contact:
The Office of the Secretary at (202)
551–5400.
Dated: October 4, 2007.
Nancy M. Morris,
Secretary.
[FR Doc. E7–19923 Filed 10–9–07; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–56598; File No. SR–Amex–
2007–48]
Self-Regulatory Organizations;
American Stock Exchange LLC; Order
Approving Proposed Rule Change
Modifying the Options Listing Criteria
for Underlying Securities
October 2, 2007.
Sunshine Act Meeting
PO 00000
57615
On May 17, 2007, the American Stock
Exchange LLC (‘‘Amex’’ or ‘‘Exchange’’)
filed with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’) 1 and Rule
19b–4 thereunder,2 a proposed rule
change to amend Amex’s options listing
criteria to allow Amex to list and trade
equity options that do not meet Amex’s
initial listing standards if such options
are listed and traded on another
1 15
2 17
E:\FR\FM\10OCN1.SGM
U.S.C. 78s(b)(1).
CFR 240.19b–4.
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57616
Federal Register / Vol. 72, No. 195 / Wednesday, October 10, 2007 / Notices
national securities exchange and meet
Amex’s continued listing standards for
equity options. On August 21, 2007,
Amex amended the proposed rule
change. The proposed rule change, as
amended, was published for comment
in the Federal Register on August 31,
2007.3 The Commission received no
comment letters on the proposal.
The Commission finds that the
proposed rule change is consistent with
the requirements of the Act and the
regulations thereunder applicable to a
national securities exchange.4 In
particular, the Commission finds that
the proposed rule change is consistent
with Section 6(b)(5) of the Act,5 which
requires that the rules of an exchange be
designed 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. The
proposal is narrowly tailored to address
the circumstances where an equity
option class is currently ineligible for
initial listing on the Exchange even
though it meets the Exchange’s
continued listing standards and is
trading on another options exchange.
Allowing Amex to list and trade options
on such underlying securities should
help promote competition among the
exchanges that list and trade options.
The Commission notes that the
Exchange represented that the
procedures that the Exchange currently
employs to determine whether a
particular underlying security meets the
initial equity option listing criteria for
the Exchange will similarly be applied
when determining whether an
underlying security meets the
Exchange’s continued listing criteria.
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,6 that the
proposed rule change (SR–Amex–2007–
48) be, and hereby is, approved.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.7
Nancy M. Morris,
Secretary.
[FR Doc. E7–19870 Filed 10–9–07; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–56597; File No. SR–Amex–
2007–90]
Self-Regulatory Organizations;
American Stock Exchange LLC; Order
Approving a Proposed Rule Change,
as Modified by Amendment No. 1, To
Establish a Fee on a Listed Company
That Changes Its Corporate Name or
Ticker Symbol
October 2, 2007.
On August 16, 2007, the American
Stock Exchange LLC (‘‘Amex’’ or
‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’) 1 and Rule 19b–4
thereunder,2 a proposed rule change to
amend Section 142 of the Amex
Company Guide in order to impose a fee
on a listed company that changes its
name or ticker symbol. The Exchange
filed Amendment No. 1 to the proposed
rule change on August 27, 2007. The
proposed rule change, as amended, was
published for comment in the Federal
Register on August 31, 2007.3 The
Commission received no comment
letters on the proposal. This order
approves the proposed rule change as
modified by Amendment No. 1.
Currently, Amex does not impose a
fee on a listed company that changes its
corporate name or ticker symbol. Amex
represents, however, that significant
staff resources are needed to effectuate
such a change when one occurs. This
process includes, among other things,
contacting the issuer’s outside counsel,
updating internal Amex files, tracking
the name change through the issuer’s
shareholder approval process, updating
daily list records, and notifying the
floor.
In light of the staff resources required
to effectuate these changes, the
Exchange proposes a $2,000 fee for a
name and/or ticker symbol change.4
Amex notes that Nasdaq currently
charges $2,500 for the same type of
change.5
The Commission has reviewed
carefully the Amex’s proposed rule
change and finds that the proposal is
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 56325
(August 27, 2007), 72 FR 50421.
4 Amex has represented that the proposed fee
would not apply to changes to par value, title, or
security designation, as these types of changes
occur infrequently, and in virtually all cases
constitute a substitution listing which is already
subject to a fee of at least $5,000.
5 See Nasdaq Rules 4510 and 4520.
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2 17
3 See Securities Exchange Act Release No. 56328
(August 24, 2007), 72 FR 50423.
4 In approving this rule change, the Commission
notes that it has considered the proposed rule’s
impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
5 15 U.S.C. 78f(b)(5).
6 15 U.S.C. 78f(b)(5).
7 17 CFR 200.30–3(a)(12).
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consistent with the requirements of the
Act and the rules and regulations
thereunder applicable to a national
securities exchange.6 In particular, the
Commission finds that the proposal is
consistent with Sections 6(b)(4) of the
Act,7 which requires, among other
things, that the rules of the Exchange
provide for the equitable allocation of
reasonable dues, fees, and other charges
among members and issuers and other
persons using the Exchange’s facilities.
The Commission also finds that the
proposal is consistent with Section
6(b)(5) of the Act,8 which requires, inter
alia, that the rules of the Exchange be
designed to remove impediments to and
perfect the mechanism of a free and
open market and a national market
system, and not designed to permit
unfair discrimination between issuers.
No comments were received on the
proposed fee, which is substantially
similar to a fee imposed by another selfregulatory organization that has been
approved by the Commission.9
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,10 that the
proposed rule change (SR–Amex–2007–
90), as modified by Amendment No. 1,
be, and hereby is, approved.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.11
Nancy M. Morris,
Secretary.
[FR Doc. E7–19907 Filed 10–9–07; 8:45 am]
BILLING CODE 8011–01–P
6 In approving this proposal, the Commission has
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
7 15 U.S.C. 78f(b)(4).
8 15 U.S.C. 78f(b)(5).
9 See Securities Exchange Act Release No. 48631
(October 15, 2003), 68 FR 60426 (October 22, 2003)
(SR–NASD–2003–127) (approving amendments to
Nasdaq Rules 4510 and 4520 to institute a $2,500
record-keeping fee for certain changes made by
issuers, including a change of name or voluntary
change in trading symbol).
10 15 U.S.C. 78s(b)(2).
11 17 CFR 200.30–3(a)(12).
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Agencies
[Federal Register Volume 72, Number 195 (Wednesday, October 10, 2007)]
[Notices]
[Pages 57615-57616]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-19870]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-56598; File No. SR-Amex-2007-48]
Self-Regulatory Organizations; American Stock Exchange LLC; Order
Approving Proposed Rule Change Modifying the Options Listing Criteria
for Underlying Securities
October 2, 2007.
On May 17, 2007, the American Stock Exchange LLC (``Amex'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to amend Amex's options listing criteria to allow
Amex to list and trade equity options that do not meet Amex's initial
listing standards if such options are listed and traded on another
[[Page 57616]]
national securities exchange and meet Amex's continued listing
standards for equity options. On August 21, 2007, Amex amended the
proposed rule change. The proposed rule change, as amended, was
published for comment in the Federal Register on August 31, 2007.\3\
The Commission received no comment letters on the proposal.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 56328 (August 24,
2007), 72 FR 50423.
---------------------------------------------------------------------------
The Commission finds that the proposed rule change is consistent
with the requirements of the Act and the regulations thereunder
applicable to a national securities exchange.\4\ In particular, the
Commission finds that the proposed rule change is consistent with
Section 6(b)(5) of the Act,\5\ which requires that the rules of an
exchange be designed 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. The proposal is narrowly tailored to address the
circumstances where an equity option class is currently ineligible for
initial listing on the Exchange even though it meets the Exchange's
continued listing standards and is trading on another options exchange.
Allowing Amex to list and trade options on such underlying securities
should help promote competition among the exchanges that list and trade
options. The Commission notes that the Exchange represented that the
procedures that the Exchange currently employs to determine whether a
particular underlying security meets the initial equity option listing
criteria for the Exchange will similarly be applied when determining
whether an underlying security meets the Exchange's continued listing
criteria.
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\4\ In approving this rule change, the Commission notes that it
has considered the proposed rule's impact on efficiency,
competition, and capital formation. See 15 U.S.C. 78c(f).
\5\ 15 U.S.C. 78f(b)(5).
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It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\6\ that the proposed rule change (SR-Amex-2007-48) be, and hereby
is, approved.
---------------------------------------------------------------------------
\6\ 15 U.S.C. 78f(b)(5).
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\7 \
---------------------------------------------------------------------------
\7\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Nancy M. Morris,
Secretary.
[FR Doc. E7-19870 Filed 10-9-07; 8:45 am]
BILLING CODE 8011-01-P