[Federal Register Volume 73, Number 155 (Monday, August 11, 2008)]
[Notices]
[Pages 46672-46674]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E8-18370]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-58301; File No. SR-NYSE-2008-56]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change To Amend Section 902.09 of the 
Listed Company Manual To Establish Fees for Securities Listed Under 
Sections 703.21 and 703.22 of the Listed Company Manual and Traded on 
NYSE Bonds and To Waive Fees for Structured Products Transferred From 
the Amex to the NYSE

August 4, 2008.
    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 July 24, 2008, the New York Stock Exchange LLC (``NYSE'' 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 prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposal from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Section 902.09 of the Listed Company 
Manual (the ``Manual'') to extend the initial and continued listing 
fees charged thereunder to securities listed under Section 703.21 
(Equity-Linked Debt Securities) and Section 703.22 (Index-Linked 
Securities) and traded on NYSE Bonds. In addition, the Exchange 
proposes to waive, in connection with transfers to the NYSE from NYSE 
Alternext US \3\ after the closing of the purchase of the American 
Stock Exchange LLC (the ``Amex'') by NYSE Euronext (the ``Merger''), 
(i) all fees payable under Section 902.08 in connection with such 
transfers, and (ii) in the case of securities that will be traded on 
NYSE Bonds, all fees payable under Section 902.09 in connection with 
such transfer, including the prorated annual fee payable for the 
calendar year in which the transfer occurs. The fee waiver described in 
the previous sentence will only apply (i) if such transfer occurs 
during the calendar year in which the Merger is consummated and (ii) if 
the Merger is consummated no later than March 31, 2009.
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    \3\ After the Merger, the name of the Amex will be changed to 
NYSE Alternext U.S. LLC and the revised rule text in Exhibit 5 
reflects that name change.
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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 self-regulatory organization 
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 amend Section 902.09 of the Manual to 
extend the initial and continued listing fees charged thereunder to 
securities listed under Section 703.21 (Equity-Linked Debt Securities) 
and Section 703.22 (Index-Linked Securities) and traded on NYSE Bonds. 
In addition, the Exchange proposes to waive, in connection with 
transfers to the NYSE from NYSE Alternext U.S. after the closing of the 
Merger, (i) all fees payable under Section 902.08 in connection with 
such transfers, and (ii) in the case of securities that will be traded 
on NYSE Bonds, all fees payable under Section 902.09 in connection with 
such transfer, including the prorated annual fee payable for the 
calendar year in which the transfer occurs. The fee waiver described in 
the previous sentence will only apply (i) if such transfer occurs 
during the calendar year in which the Merger is consummated and (ii) if 
the Merger is consummated no later than March 31, 2009.
    The Exchange has noted that it does not currently set forth in the 
Manual any listing fees for securities that are listed under either 
Section 703.21 (Equity-Linked Debt Securities) or Section 703.22 
(Index-Linked Securities) and traded on NYSE Bonds. The Exchange has 
not previously listed any securities under Sections 703.21 or 703.22 
that traded on NYSE Bonds and, as a consequence, this filing is 
adopting fees for such listings for the first time. We have determined 
that the most appropriate fee schedule for these securities is that set 
forth in Section 902.09.

[[Page 46673]]

    NYSE Euronext, the ultimate parent company of the Exchange, has 
agreed to acquire the Amex pursuant to an Agreement and Plan of Merger, 
dated as of January 17, 2008. It is currently anticipated that the 
acquisition will be consummated during the third quarter of 2008.\4\ In 
connection with the acquisition, NYSE Euronext intends to discontinue 
the listing on NYSE Alternext U.S. of bonds and structured products 
issued in $1,000 face amounts. To the extent that these securities 
qualify for listing under the applicable NYSE standards, the Exchange 
will encourage the issuers to apply to list those securities on the 
NYSE for trading on NYSE Bonds. As the issuers of these securities will 
already have paid listing fees to NYSE Alternext U.S. and will be 
transferring to the NYSE as a result of a business decision made by 
NYSE Euronext, the Exchange proposes to waive all listing fees that 
would be payable in connection with the listing of securities 
transferred from NYSE Alternext U.S. and traded on NYSE Bonds, 
including securities listed under Sections 703.19, 703.21 and 703.22 
\5\. This waiver will only take effect upon consummation of NYSE 
Euronext's acquisition of the Amex.
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    \4\ The members of the Amex voted to approve the transaction on 
June 17, 2008. No vote of the NYSE Euronext shareholders is 
required. The sole remaining condition to the consummation of the 
transaction is the approval by the Division of Trading and Markets 
of certain rule filings the NYSE and Amex expect to submit in the 
near future.
    \5\ As annual fees for listed securities are calculated based on 
the number of securities outstanding on January 1 and billed on an 
annual basis, the proposed fee waiver will not apply to additional 
securities of a class that has been transferred from NYSE Alternext 
U.S. that are issued after the date of transfer.
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    The Exchange believes the proposed fee waiver does not render the 
allocation of its listing fees inequitable or unfairly discriminatory, 
in particular because, after the Merger, NYSE Regulation, Inc. (``NYSE 
Regulation'') will perform listed company regulation for both the 
Exchange and NYSE Alternext U.S., including a substantial review of 
companies upon original listing. Many of the regulatory staff who 
currently perform initial and continued listing reviews at the Amex 
will become employees of NYSE Regulation at the time of the Merger and 
will continue to perform the same duties with respect to Amex companies 
after the Merger. Securities transferring from NYSE Alternext U.S. will 
be subjected to the same rigorous regulatory review as any other 
applicant for listing on the Exchange. However, the Exchange expects 
that, on average, the review of securities transferring from NYSE 
Alternext U.S. to the Exchange will be less costly than the review of a 
transfer from an unaffiliated market, as the Amex listing regulatory 
staff that will have been absorbed by NYSE Regulation will already have 
performed a substantial review of any Amex-listed company, and NYSE 
Regulation will be able to rely on that prior work as a baseline in 
qualifying the company for listing on the Exchange and in conducting 
ongoing compliance activities with respect to any such company. 
Furthermore, the Exchange anticipates that the revenue it foregoes as a 
consequence of this waiver will be an immaterial amount that would not 
have any impact on its ability to finance its regulatory activities. In 
addition, in light of the low level at which fees are set for listing 
on NYSE Bonds, the associated loss of revenue will be immaterial and 
will not impact the Exchange's ability to finance its regulatory 
activities.
2. Statutory Basis
    The basis under the Exchange Act for this proposed rule change is 
the requirement under Section 6(b)(4) \6\ 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. 
The Exchange believes that the proposed fee waiver does not render the 
allocation of its listing fees inequitable or unfairly discriminatory 
because it is simply a recognition of the fact that companies 
transferring their listing from NYSE Alternext U.S. will already have 
paid fees to another exchange which will, upon consummation of the 
acquisition, be under the same ownership as the Exchange. The Exchange 
believes that the fee waiver is appropriate because the same regulatory 
staff will review securities on all three markets and the Exchange will 
therefore benefit from regulatory efficiencies arising out of NYSE 
Regulation's prior examination of any companies that transfer. In 
addition, in light of the low level at which fees are set for listing 
on NYSE Bonds, the associated loss of revenue will be immaterial and 
will not impact the Exchange's ability to finance its regulatory 
activities.
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    \6\ 15 U.S.C. 78f(b)(4).
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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 Exchange 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

    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 self-regulatory organization consents, the Commission will:
    (A) By order approve such 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, 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 [email protected]. Please include 
File Number SR-NYSE-2008-56 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSE-2008-56. 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

[[Page 46674]]

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, 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 Number SR-NYSE-2008-56 and should be submitted on or before 
September 2, 2008.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\7\
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    \7\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Acting Secretary.
 [FR Doc. E8-18370 Filed 8-8-08; 8:45 am]
BILLING CODE 8010-01-P