

[Federal Register: November 15, 2007 (Volume 72, Number 220)]
[Notices]               
[Page 64265-64266]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr15no07-113]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56767; File No. SR-NYSEArca-2007-87]

 
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of a Proposed Rule Change, and Amendments No. 1 and No. 2 Thereto, To 
Amend Listing Fees for Structured Products

November 7, 2007.
    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 August 16, 2007, NYSE Arca, Inc. (``NYSE Arca'' 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 substantially prepared by the Exchange. On October 30, 
2007, the Exchange filed Amendment No. 1 to the proposed rule change. 
On November 7, 2007, the Exchange filed Amendment No. 2 to the proposed 
rule change. The Commission is publishing this notice to solicit 
comments on the proposed rule change, as amended, 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, through its wholly-owned subsidiary NYSE Arca 
Equities, Inc. (``NYSE Arca Equities''), proposes to amend its Schedule 
of Fees and Charges (``Fee Schedule'') to revise the listing fees 
applicable to structured products listed on NYSE Arca, LLC (``NYSE Arca 
Marketplace''), the equities facility of NYSE Arca Equities. The 
proposed revisions would apply retroactively as of October 3, 2007. The 
text of the proposed rule change is available at the Commission's 
Public Reference Room, at the Exchange, and at http://www.nyse.com.


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 Exchange 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 Exchange 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
a. Listing Fee Schedule
    NYSE Arca has determined to revise the listing fees specifically 
applicable to Structured Products \3\ in order to harmonize its fees 
with the New York Stock Exchange LLC's fees. The proposed revisions 
would apply as of October 3, 2007.
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    \3\ For purposes of this proposal, Structured Products include 
securities qualified for listing and trading on NYSE Arca under the 
following NYSE Arca Equities Rules: Rule 5.2(j)(1) (Other 
Securities), 5.2(j)(2) (Equity Linked Notes), Rule 5.2(j)(4) (Index-
Linked Exchangeable Notes), Rule 5.2(j)(6) (Equity Index-Linked 
Securities, Commodity-Linked Securities and Currency-Linked 
Securities) and Rule 8.3 (Currency and Index Warrants), as these 
rules may be amended from time to time.
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    NYSE Arca currently assesses a one-time Listing Fee of $20,000 for 
each Structured Product that is listed pursuant to an initial public 
offering (``IPO'') or an initial listing. Each time the issuer lists 
additional shares for the same Structured Product pursuant to a 
subsequent IPO, the issuer is charged a $1,000 fee. If an issuer lists 
a Structured Product that is already listed on another Marketplace or 
quoted on an inter-dealer Quotation System, the issuer is subject to a 
$5,000 fee per such product. In addition, if an issuer lists additional 
Structured Products that were already listed on another marketplace or 
quoted on an inter-dealer quotation system, the issuer is subject to 
the following fees:

------------------------------------------------------------------------
                                                                Fee per
                Number of  structured products                  product
------------------------------------------------------------------------
2-10.........................................................     $1,000
11-100.......................................................        500
100+.........................................................        100
------------------------------------------------------------------------

    The revised fee schedule would clarify the types of products 
defined as ``Structured Products'' and replace the current fee schedule 
with a fee schedule based on the total of shares outstanding. The 
revised fee schedule provides a fee cap of $45,000 per issue. The new 
fee schedule is 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
------------------------------------------------------------------------

    As set forth in the revised fee schedule for Structured Products, 
the fees will apply each time an issuer lists a Structured Product as 
well as subsequent listings of additional shares of the same Structured 
Product. The Exchange will treat each series of a Structured Product as 
a separate issue.
b. Annual Fee Schedule
    NYSE Arca currently assesses Annual Fees based on the total number 
of Structured Products per issuer. The Annual Fee for one Structured 
Product listed is $5,000. For each additional Structured Product listed 
by the same issuer the following fees apply:

------------------------------------------------------------------------
                                                                Fee per
                Number of  structured products                  product
------------------------------------------------------------------------
2 through 10.................................................     $1,000
11 through 100...............................................        500
101+.........................................................        100
------------------------------------------------------------------------

    NYSE Arca proposes revised Annual Fees for Structured Products 
based on total shares outstanding for each issue, as follows:

------------------------------------------------------------------------
                      Shares outstanding                          Fee
------------------------------------------------------------------------
Up to 6 million..............................................    $10,000
6+ to 7 million..............................................     12,000
7+ to 8 million..............................................     14,000
8+ to 9 million..............................................     16,000
9+ to 10 million.............................................     18,000
10+ to 15 million............................................     20,000
15+ to 25 million............................................     25,000

[[Page 64266]]


25+ to 50 million............................................     42,000
in excess of 50 million......................................     55,000
------------------------------------------------------------------------

    The Annual Fees for Structured Products are billed each calendar 
quarter and are apportioned based on the number of shares outstanding 
for an issue at the end of the preceding quarter. While the Exchange 
imposes a maximum total fee of $250,000 paid by an issuer each year, 
this maximum fee does not apply to Structured Products.
2. Statutory Basis
    NYSE Arca believes that the proposal is consistent with Section 
6(b) of the Act \4\ in general, and Section 6(b)(4) of the Act \5\ in 
particular, in that it provides for the equitable allocation of 
reasonable dues, fees and other charges among its issuers and other 
persons using its facilities.
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    \4\ 15 U.S.C. 78f (b).
    \5\ 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

    The Exchange has neither solicited nor received written comments on 
the proposed rule change.

III. 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 rule-comments@sec.gov. Please include 

File Number SR-NYSEArca-2007-87 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2007-87. 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 Commissionwill 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 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-NYSEArca-2007-87 and should 
be submitted on or before December 6, 2007.
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    \6\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\6\
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-22295 Filed 11-14-07; 8:45 am]

BILLING CODE 8011-01-P
