[Federal Register Volume 77, Number 200 (Tuesday, October 16, 2012)]
[Notices]
[Pages 63388-63390]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-25356]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-68024; File No. SR-NYSE-2012-51]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Amending Section 902.03 of the New York Stock Exchange LLC Listed 
Company Manual To Amend Annual Fees and Certain Other Listing Fees 
Included Therein and To Make Technical and Conforming Changes

October 10, 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 September 28, 2012, 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 Exchange. 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\ 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 902.03 of its Listed Company 
Manual to amend certain of the fees included therein and to make 
technical and conforming changes. The text of the proposed rule change 
is available on the Exchange's Web site at www.nyse.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 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend Section 902.03 of its Listed Company 
Manual to amend certain of the fees included therein and to make 
technical and conforming changes. The Exchange proposes to immediately 
reflect the proposed changes in the Listed Company Manual, but not to 
implement the proposed changes until January 1, 2013.\3\
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    \3\ The Exchange has proposed changes to the Listed Company 
Manual, as reflected in the Exhibit 5 attached hereto, in a manner 
that would permit readers of the Listed Company Manual to identify 
the changes that would be implemented on January 1, 2013.
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    The Exchange proposes to amend Section 902.03 of the Listed Company 
Manual, which currently provides, in part, for minimum Listing Fees for 
subsequent listing of additional equity securities. The Exchange 
proposes to increase the minimum Listing Fee from $5,000 to $7,500. 
Section 902.03 also currently provides, in part, for a fee for 
applications for changes that involve modifications to Exchange records 
(e.g., changes of name, par value, title of security or designation) 
and for applications relating to poison pills. The

[[Page 63389]]

Exchange proposes to increase this fee from $5,000 to $7,500. Section 
902.03 also currently provides, in part, for Annual Fees for listed 
equity securities. Currently, the Annual Fee for an issuer's primary 
class of common shares and, if no class of common shares is listed, 
preferred stock is the greater of $38,000 or $0.00093 per share. The 
Exchange proposes to increase the $38,000 threshold to $42,000.\4\
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    \4\ The Exchange also proposes a non-substantive change to 
remove the related asterisk and accompanying text that currently 
provides that these fees are applicable as of January 1, 2006, all 
of which is obsolete text.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\5\ in general, and furthers the 
objectives of Section 6(b)(4) of the Act,\6\ in particular, because it 
provides for the equitable allocation of reasonable dues, fees, and 
other charges among its members, issuers and other persons using its 
facilities and does not unfairly discriminate between customers, 
issuers, brokers, or dealers.
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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(4).
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    The Exchange believes that amending Section 902.03 of the Listed 
Company Manual to increase the minimum Listing Fee for subsequent 
listing of additional equity securities from $5,000 to $7,500 and to 
increase the fixed Annual Fee for shares of common stock and preferred 
stock from $38,000 to $42,000 is reasonable because the resulting fees 
would better reflect the Exchange's cost related to such listings and 
the resulting value that such listings provide to the issuers. In this 
regard, the Exchange notes that it has not recently increased these 
fees, but continually enhances and upgrades the level of service it 
provides in the listings area, including with respect to technology, 
compliance and other regulatory matters related to listings.\7\ The 
Exchange believes that the proposed change is reasonable because the 
increased fees would be used by the Exchange to offset, in part, the 
cost the Exchange incurs to provide listing services. Listing service 
costs include, but are not limited to, rulemaking initiatives, listing 
administration processes, issuer services, and administration of other 
regulatory functions related to listing. The Exchange also believes 
that the proposed changes are equitable and not unfairly discriminatory 
because they would apply equally to all issuers on the Exchange.
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    \7\ See Securities Exchange Act Release No. 52696 (October 28, 
2005), 70 FR 66881 (November 3, 2005) (SR-NYSE-2005-35). See also 
Securities Exchange Act Release No. 52463 (September 16, 2005), 70 
FR 55933 (September 23, 2005) (SR-NYSE-2005-35), at 55934 [sic].
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    The Exchange believes that amending Section 902.03 of the Listed 
Company Manual to increase the fee for certain changes and for poison 
pills from $5,000 to $7,500 is reasonable because the Exchange has not 
increased such fees since 2005, while the salaries of the staff that 
are responsible for processing the applications for these certain 
changes and inputting the data in the Exchange's systems and 
disseminating relevant information to the marketplace have all 
increased, as have the costs associated with maintaining and updating 
the computer systems used in these processes.\8\ The Exchange also 
believes that the proposed changes are equitable and not unfairly 
discriminatory because they would apply equally to all issuers on the 
Exchange.
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    \8\ Id.
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    The Exchange does not believe that the proposed fee changes would 
in any way negatively affect its ability to continue to adequately fund 
its regulatory program or the services the Exchange provides to 
issuers.
    Additionally, the Exchange believes that the non-substantive 
changes that are proposed, which are technical and conforming changes, 
are reasonable because they will result in the removal of obsolete text 
from the Listed Company Manual. These changes are also equitable and 
not unfairly discriminatory because they will benefit all issuers and 
all other readers of the Listed Company Manual.

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

    The foregoing rule change is effective upon filing pursuant to 
Section 19(b)(3)(A) \9\ of the Act and subparagraph (f)(2) of Rule 19b-
4 \10\ thereunder, because it establishes a due, fee, or other charge 
imposed by the NYSE.
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    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of such 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 [email protected]. Please include 
File Number SR-NYSE-2012-51 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-2012-51. 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 Section, 100 F Street 
NE., Washington, DC 20549-1090, on official business days between 10:00 
a.m. and 3:00 p.m.. Copies of the filing will also be available for Web 
site viewing and printing at the NYSE's principal office and on its 
Internet Web site at www.nyse.com. All comments received will be posted 
without change; the Commission does not edit personal

[[Page 63390]]

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-2012-51 and should be submitted on 
or before November 6, 2012.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-25356 Filed 10-15-12; 8:45 am]
BILLING CODE 8011-01-P