[Federal Register Volume 77, Number 229 (Wednesday, November 28, 2012)]
[Notices]
[Pages 71020-71022]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-28796]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-68280; File No. SR-NYSEArca-2012-127]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Amending its 
Schedule of Fees and Charges for Exchange Services to Revise Certain 
Aspects of the Listing Fees Applicable to Structured Products

November 21, 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 November 13, 2012, NYSE Arca, Inc. (``Exchange'' or ``NYSE 
Arca'') 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 
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 its Schedule of Fees and Charges for 
Exchange Services (``Fee Schedule'') to revise certain aspects of the 
Listing Fees applicable to Structured Products listed on NYSE Arca, LLC 
(``NYSE Arca Marketplace''), the equities facility of NYSE Arca 
Equities. 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, on the Commission's Web site, 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 its Fee Schedule to revise certain 
aspects of the Listing Fees applicable to Structured Products listed on 
the NYSE Arca Marketplace pursuant to NYSE Arca Equities Rule 5.2(j)(1) 
(Other Securities); NYSE Arca Equities Rule 5.2(j)(2) (Equity Linked 
Notes); NYSE Arca Equities Rule 5.2(j)(4) (Index-Linked Exchangeable 
Notes); NYSE Arca Equities Rule 5.2(j)(6) (Equity Index-Linked 
Securities, Commodity-Linked Securities, Currency-Linked Securities, 
Fixed Income Index-Linked Securities, Futures-Linked Securities, and

[[Page 71021]]

Multifactor Indexed-Linked Securities); NYSE Arca Equities Rule 
5.2(j)(7) (Trust Certificates); NYSE Arca Equities Rule 8.3 (Currency 
and Index Warrants); and NYSE Arca Equities Rule 8.400 (Paired Trust 
Shares). Specifically, the Exchange proposes to remove a provision in 
the Fee Schedule that provides for the assessment of a fee for 
subsequent listing of additional shares of Structured Products that are 
already listed on the Exchange.
    Under the current Fee Schedule, a Listing Fee is assessed when an 
issuer initially lists a Structured Product. Additionally, fees are 
assessed if an issuer subsequently lists additional shares of the same 
Structured Product. The Listing Fees for Structured Products are as 
follows:

------------------------------------------------------------------------
                     Shares outstanding                          Fee
------------------------------------------------------------------------
Up to 1 million............................................       $5,000
1+ to 2 million............................................       10,000
2+ to 3 million............................................       15,000
3+ to 4 million............................................       20,000
4+ to 5 million............................................       25,000
5+ to 6 million............................................       30,000
6+ to 7 million............................................       30,000
7+ to 8 million............................................       30,000
8+ to 9 million............................................       30,000
9+ to 10 million...........................................       32,500
10+ to 15 million..........................................       37,500
in excess of 15 million....................................       45,000
------------------------------------------------------------------------

    Effective January 1, 2013, the Exchange proposes to eliminate the 
current fee for subsequent listings of additional shares of Structured 
Products that are already listed on the Exchange and, accordingly, were 
assessed a fee upon initial listing. As a result, the Structured 
Product Listing Fees would apply when an issuer initially lists a 
series of a Structured Product and, therefore, would not apply to 
subsequent listings of additional shares of such listed products. In 
this regard, and as is currently the case, the Exchange treats each 
series of a Structured Product as a separate issue for which fees are 
charged, as provided above.
    The Exchange notes that the proposed changes are not otherwise 
intended to address any other issues surrounding Structured Products or 
Listing Fees associated therewith and that the Exchange is not aware of 
any problems that issuers would have in complying with the proposed 
change.
    The Exchange proposes to implement the fee changes on January 1, 
2013. In this regard, the changes proposed in the Exhibit 5 attached 
hereto \3\ describe the manner in which the fees shall continue to 
apply through December 31, 2012 as well as the manner in which fees 
shall apply effective January 1, 2013.
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    \3\ The Commission notes that Exhibit 5 is attached to the 
filing, not to this Notice.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\4\ in general, and furthers the 
objectives of Section 6(b)(4) of the Act,\5\ 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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    \4\ 15 U.S.C. 78f(b).
    \5\ 15 U.S.C. 78f(b)(4).
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    Specifically, the Exchange believes that the proposed change is 
reasonable because it would eliminate the current fee for subsequent 
listings of additional shares of Structured Products that are already 
listed on the Exchange and, accordingly, are assessed a fee upon 
initial listing. Accordingly, eliminating the fee is reasonable because 
it would result in subsequent listings of additional shares of a 
product that is already listed on the Exchange being more affordable 
for all issuers of Structured Products. In this regard, the Exchange 
also believes that the proposed change is reasonable because 
eliminating such fees is consistent with the Exchange's Listing Fees 
for derivative securities products, such as exchange-traded funds 
(``ETFs''), which are not charged an additional fee for subsequent 
listings of additional shares of the same product.
    The Exchange believes that the proposed change is equitable and not 
unfairly discriminatory because it would apply equally to all issuers 
of Structured Products listed on the Exchange. The Exchange also 
believes that the proposed change is equitable and not unfairly 
discriminatory because it would align the fee structure applicable to 
Structured Products with that of derivative securities products, like 
ETFs, that are listed on the Exchange. In this regard, the Exchange 
believes that derivative securities products and Structured Products 
share certain characteristics, such that, in the Exchange's opinion, 
they should also be treated the same with respect to the method of 
billing for listing subsequent shares of the same product that is 
already listed on the Exchange.
    Finally, the Exchange notes that it operates in a highly 
competitive market in which market participants can readily favor 
competing venues. In such an environment, the Exchange must continually 
review, and consider adjusting, its fees and credits to remain 
competitive with other exchanges. For the reasons described above, the 
Exchange believes that the proposed rule change reflects this 
competitive environment.

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) of the Act \6\ and subparagraph (f)(2) of Rule 19b-
4 \7\ thereunder, because it establishes a due, fee, or other charge 
imposed by NYSE Arca.
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    \6\ 15 U.S.C. 78s(b)(3)(A).
    \7\ 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-NYSEArca-2012-127 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.

[[Page 71022]]

All submissions should refer to File Number SR-NYSEArca-2012-127. 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 
inspection and copying at the New York Stock Exchange'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 identifying information from submissions. You should submit 
only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2012-127 and should 
be submitted on or before December 19, 2012.
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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\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-28796 Filed 11-27-12; 8:45 am]
BILLING CODE 8011-01-P