[Federal Register Volume 74, Number 57 (Thursday, March 26, 2009)]
[Notices]
[Pages 13278-13279]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-6720]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-59608; File No. SR-NYSE-2009-31]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by New York Stock Exchange LLC Amending the Listed Company 
Manual Section 902.08 To Establish an Initial Listing Fee and an Annual 
Listing Fee for Securities Listed Under Section 102.03 and Traded on 
the NYSE Bonds System

March 19, 2009.
    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 16, 2009, New York Stock Exchange LLC (``NYSE'' or 
the ``Exchange'') filed with the Securities and Exchange Commission 
(the ``Commission'') the proposed rule change as described in Items I, 
II, and III 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 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 the Listed Company Manual (the 
``Manual'') Section 902.08 to establish an initial listing fee and an 
annual listing fee for all securities listed under Section 102.03 and 
traded on NYSE BondsSM system (``NYSE Bonds''). The text of the 
proposed rule change is available on the Exchange's Web site (http://www.nyse.com), at the Exchange's principal office, 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 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 those 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 parts 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 Listed Company Manual (the 
``Manual'') Section 902.08 to establish an initial listing fee and an 
annual listing fee for all securities listed under Section 102.03 and 
traded on NYSE BondsSM system (``NYSE Bonds''). Specifically, the 
Exchange seeks to implement an initial listing fee of $5,000 and an 
annual listing fee of $5,000 for the securities listed in Section 
102.03 of the Manual.

I. Background

    Currently, the Exchange imposes a $15,000 listing fee for bonds and 
other fixed income debt securities that list on the Exchange pursuant 
to Section 102.03 of the Manual. Specifically, the Exchange charges the 
$15,000 listing fee to non-NYSE issuers.
    NYSE issuers, however, are not charged any listing fee for these 
bonds and other fixed income debt securities. In November 2006, the 
Exchange filed a proposed rule change establishing rules for the 
trading of unlisted debt securities on NYSE Bonds.\4\ Specifically, 
this filing established NYSE Rules 1400 and 1401 in connection with the 
NYSE Exemption Request. As a result of the November 2006 rule filing, 
NYSE issuers were permitted to trade their unlisted bonds on the 
Exchange. Non-NYSE issuers, however, would not be permitted to trade 
their bonds on NYSE Bonds unless they were listed on the Exchange.
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    \4\ See Securities Exchange Release No. 54767 (November 16, 
2006), 71 FR 67680 (November 22, 2006) (SR-NYSE-04-69).
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II. Proposed Amendments

    The Exchange now proposes to amend the listing fees for NYSE and 
non-NYSE issuers. Under amended Section 902.08 of the Manual, the 
initial listing fee for non-NYSE issuers of bonds and other fixed 
income debt securities that list on the Exchange pursuant to Section 
102.03 of the Manual will be a flat fee of $5,000. The annual listing 
fee for these bonds and other fixed income debt securities will also be 
$5,000.00. If an NYSE issuer opts to have its bonds or other fixed 
income debt securities listed on the Exchange, the NYSE issuer will be 
subject to the $5,000 initial listing fee and $5,000 annual listing 
fee. These fees will cover administrative and regulatory costs incurred 
by the Exchange. If an NYSE issuer does not choose to have its bonds or 
other fixed income debt securities listed on the Exchange, then the 
NYSE issuer is exempt from paying any listing fees but may still trade 
its bonds on the Exchange.
    Because revenue is needed to pay for the operation and regulation 
of these listings, the Exchange has determined that the proposed $5,000 
initial and $5,000 annual listing fees provide an attractive pricing 
strategy to its customers and is sufficient for covering the Exchange's 
costs to provide its services to the issuers.
    U.S. Government issues are exempt from securities registration 
under the Securities and Exchange Act of 1934. Because these U.S. 
Government issues are not subject to the Acts' listing requirements, 
the Exchange is not required to perform an administrative and 
regulatory review of these listed bonds. Accordingly, U.S. Government 
issues will continue to list on the Exchange free of charge, as set 
forth in Section 902.08 of the Manual.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the provisions of Section 6 \5\ of the Securities Exchange Act of 
1934 (the ``Act'') \6\ in general and Section 6(b)(4) of the Act \7\ in 
particular, in that it is designed to provide for the equitable 
allocation of reasonable dues, fees and other charges among its members 
and other persons using its facilities. The

[[Page 13279]]

Exchange believes that the proposed initial and annual listing fees for 
all securities listed under Section 102.03 and traded on NYSE Bonds are 
reasonable to cover the costs incurred for the administrative and 
regulatory services provided by the Exchange. These fees are applicable 
to both NYSE and non-NYSE issuers that seek to have their Section 
102.03 bonds or securities listed on the Exchange.
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    \5\ 15 U.S.C. 78f.
    \6\ 15 U.S.C. 78a
    \7\ 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 Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

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 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, 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-2009-31 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-NYSE-2009-31. 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, 100 F Street, NE., 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m. Copies of the filing will also be available for 
inspection and copying at the NYSE's principal office and on its 
Internet Web site at http://www.nyse.com. 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-NYSE-2009-31 and should be submitted on or 
before April 16, 2009.
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    \8\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\8\
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-6720 Filed 3-25-09; 8:45 am]
BILLING CODE 8010-01-P