[Federal Register Volume 79, Number 186 (Thursday, September 25, 2014)]
[Notices]
[Pages 57627-57629]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-22790]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73153; File No. SR-NYSE-2014-51]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Amending Sections 902.03, 902.04, 902.05, 902.06 and 902.08 of the 
Listed Company Manual To Increase Certain of the Fees Set Forth Therein 
and To Delete Obsolete Rule Text

September 19, 2014.
    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 September 8, 2014, 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

[[Page 57628]]

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 Sections 902.03, 902.04, 902.05, 
902.06 and 902.08 of the Listed Company Manual (the ``Manual'') to 
increase certain of the fees set forth therein and to delete obsolete 
rule text. The Exchange proposes to immediately reflect the proposed 
changes in the Manual, but not to implement the proposed fee changes 
until January 1, 2015. 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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend Sections 902.03, 902.04, 902.05, 
902.06 and 902.08 of the Manual to increase certain of the fees set 
forth therein and to delete obsolete rule text. The Exchange proposes 
to immediately reflect the proposed changes in the Manual, but not to 
implement the proposed fee changes until January 1, 2015.\4\
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    \4\ The Exchange has proposed changes to the Manual, as 
reflected in Exhibit 5 attached hereto, in a manner that would 
permit readers of the Manual to identify the changes that would be 
implemented on January 1, 2015. The Commission notes that Exhibit 5 
is attached to the filing, not to this Notice.
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    The Exchange proposes to amend Section 902.03 of the Manual which 
currently provides, in part, for minimum listing fees for subsequent 
listing of additional equity securities. The Exchange proposes to 
increase such minimum listing fee from $7,500 to $10,000 effective 
January 1, 2015.
    Section 902.03 of the Manual 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 
Exchange proposes to increase such application fee from $7,500 to 
$10,000 effective January 1, 2015.
    Section 902.03 of the Manual 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 or, if no class of common 
shares is listed on the Exchange, the preferred stock of such issuer is 
the greater of $42,000 or $0.00093 per share. The Exchange proposes to 
increase these thresholds to $45,000 and $0.001, respectively. 
Currently, the annual fee for each additional class of common shares, 
each additional class of preferred stock and each class of warrants is 
calculated as the greater of a specified minimum fee or $0.00093 per 
share. The Exchange proposes to leave the minimum fee for those three 
categories unchanged, but to increase the fee per share for each 
category to $0.001 per share.
    Sections 902.04, 902.05 and 902.06 of the Manual set forth, in 
part, the annual fees for closed-end funds, structured products and 
short-term securities, respectively. In each case, the current annual 
fee for these securities is calculated as the greater of a specified 
minimum fee or $0.00093 per share. The Exchange proposes to leave the 
minimum fee for those three categories of securities unchanged, but to 
increase the fee per share for each category to $0.001 per share. The 
Exchange also proposes to delete obsolete text from Sections 902.05 and 
902.06.
    Section 902.08 of the Manual provides, in part, for initial and 
annual fees for debt securities and listed structured products traded 
on NYSE Bonds. The Exchange proposes to increase the initial listing 
fee for such securities from $5,000 to $15,000 and the annual fee from 
$5,000 to $15,000. The Exchange also proposes to delete certain 
obsolete text from Section 902.08 of the Manual.
    For the same reasons set forth below in the Statutory Basis 
section, the Exchange proposes to make the aforementioned fee increases 
to better reflect (i) the Exchange's costs related to listing equity 
securities and the corresponding value of such listing to issuers and 
(ii) the increased compliance and technology costs required to operate 
and maintain the Exchange's bond platform
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 Sections 6(b)(4) \6\ of the Act, in particular, in that 
it is designed to provide for the equitable allocation of reasonable 
dues, fees, and other charges among its members and issuers and other 
persons using its facilities. The Exchange also believes that the 
proposed rule change is consistent with Section 6(b)(5) \7\ of the Act 
in that it is not designed to permit unfair discrimination 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).
    \7\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that amending Section 902.03 of the Manual to 
increase the minimum listing fee for subsequent listing of additional 
equity securities and the application fee for changes that involve 
modifications to Exchange records from $7,500 to $10,000 is reasonable 
because the resulting fees would better reflect the Exchange's costs 
related to such listing. For the same reasons, the Exchange believes it 
is reasonable to increase the minimum annual fee for an issuer's 
primary class of equity securities, to the greater of $45,000 or $0.001 
per share and to increase the fee per share for each additional class 
of common shares, each additional class of preferred stock, each class 
of warrants, each class of listed securities of closed-end funds, and 
each listed issue of structured products and short-term securities to 
$0.001 per share. In this regard, the Exchange notes that it will have 
been two years since it last increased these fees.
    The Exchange believes that it is reasonable to increase the initial 
and annual fee for debt securities and listed structured products 
traded on NYSE Bonds, in each case from $5,000 to $15,000. The proposed 
fee increases set forth herein will enable the Exchange to ensure that 
it is providing a high standard of regulation and oversight of the 
market. To that end, the Exchange believes it is reasonable to increase 
the initial and annual fee for listed debt securities and structured 
products to ensure that the fees for such regulation and market 
oversight are equitably allocated amongst all issuers of securities 
listed on the Exchange. The Exchange notes that its compliance and 
technology costs to operate the NYSE Bonds platform are constantly 
increasing and that it works continually

[[Page 57629]]

to enhance the platform, including the recent addition of Bondwatch, a 
web-based system that enables investors to obtain real-time pricing 
information. The proposed increases, therefore, will help defray the 
Exchange's costs to operate the platform.
    The Exchange believes that it is equitable and not unfairly 
discriminatory to have different pricing schemes for equity and bond 
issuers because, while the overall costs to operate and maintain the 
Exchange's equity and bond platforms have both increased, the costs 
attributable to the equity platform are proportionately higher than 
those to the bond platform.
    The Exchange believes that the non-substantive changes that are 
proposed are reasonable because they will result in the removal of 
obsolete text from the 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. The proposed rule change is 
designed to ensure that the fees charged by the Exchange accurately 
reflect the services provided and benefits realized by listed 
companies. The proposed fee increases will apply to all issuers listed 
on the Exchange, therefore they will be equitably allocated amongst all 
issuers and will not be unfairly discriminatory towards an individual 
issuer or class of issuers. Further, because issuers have the option to 
list their securities on a different national securities exchange, the 
Exchange does not believe that the proposed fee changes impose a burden 
on competition.

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) \8\ of the Act and subparagraph (f)(2) of Rule 19b-
4 \9\ thereunder, because it establishes a due, fee, or other charge 
imposed by the Exchange.
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    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 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. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B) \10\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \10\ 15 U.S.C. 78s(b)(2)(B).
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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-2014-51 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-2014-51. 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 Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the 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-2014-51 and should be 
submitted on or before October 16, 2014.
    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).

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-22790 Filed 9-24-14; 8:45 am]
BILLING CODE 8011-01-P