
[Federal Register: February 4, 2009 (Volume 74, Number 22)]
[Notices]               
[Page 6076-6077]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr04fe09-91]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-59313; File No. SR-NYSE-2009-03]

 
Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change To Adopt Listing Fees for 
Securities Listed Under Section 703.21 and 703.22 and Traded on NYSE 
Bonds

January 28, 2009.
    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 January 9, 2009, New York Stock Exchange LLC (``NYSE'' 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 prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposal 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 include a new section (proposed Section 
902.10) in its Listed Company Manual (the ``Manual'') establishing fees 
payable in connection with the listing of securities traded on NYSE 
Bonds that are listed under Section 703.21 (Equity-Linked Debt 
Securities) and Section 703.22 (Equity Index-Linked Securities, 
Commodity-Linked Securities and Currency-Linked Securities). The filing 
also amends Section 902.09 to remove references to the securities that 
will be subject to the fees under proposed Section 902.10.
    The text of the proposed rule change is available on the Exchange's 
Web site (http://www.nyse.com), at the Exchange's Office of the 
Secretary, 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 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
    The Exchange proposes to include a new section (proposed Section 
902.10) in the Manual establishing fees payable in connection with the 
listing of securities traded on NYSE Bonds that are listed under 
Section 703.21 and Section 703.22. The filing also amends Section 
902.09 to remove references to the securities that will be subject to 
the fees under proposed Section 902.10.
    Securities listed under Sections 703.21 and 703.22 and traded on 
NYSE Bonds are currently subject to the fees set forth in Section 
902.09. Section 902.09 establishes a minimum initial listing fee of 
$5,000 (for issuances of one million securities or fewer) and a maximum 
initial listing fee (for issuances in excess of 15 million securities) 
of $45,000. The minimum annual listing fee under Section 902.09 is 
$10,000 (for issues with 6 million securities outstanding or fewer) and 
the maximum annual listing fee is $55,000 (for issues with more than 50 
million securities outstanding). Under proposed Section 902.10, the 
initial listing fee for securities traded on NYSE Bonds and listed 
under Section 703.21 and 703.22 will be a flat fee of $5,000 regardless 
of the size of the issuance and the annual fee will be a flat fee of 
$5,000 regardless of the number of securities outstanding.
    The Exchange notes that no issuer will pay higher initial listing 
fees as a result of the adoption of Section 902.10, as the proposed 
flat initial listing fee of $5,000 is the same as the current minimum 
charged under Section 902.09, and most issuers will pay less than would 
currently be the case under Section 902.09. All issuers will be subject 
to lower annual fees, as the proposed flat rate of $5,000 is less than 
the current minimum of $10,000 charged under Section 902.09. In order 
to be listed on NYSE Bonds, a security must have a $1,000 denomination. 
Typically, index-linked securities and equity-linked securities with 
$1,000 denominations are marketed to institutional investors rather 
than retail investors and, because these purchasers are less concerned 
that securities they invest in should have an exchange listing, these 
securities are generally not listed on a national securities exchange. 
Consequently, the Exchange is adopting a low level of listing fees for 
these securities because it believes doing so will make an exchange 
listing attractive in connection with offerings where listing is not 
crucial to a successful marketing of the securities. The Exchange notes 
that securities listed on NYSE Bonds do not have the benefit of a 
Designated Market Maker and, as such, the Exchange incurs lower 
regulatory and administrative costs in connection with such securities 
than would be the case with floor-traded securities. As such, the 
proposed fees are set at a level that reflects the lower costs incurred 
by the Exchange in connection with the trading of securities on NYSE 
Bonds than on the equities trading floor, while remaining attractive to 
issuers for whom an exchange listing is not crucial.
    The Exchange recognizes that Section 902.09 was amended quite 
recently to add securities listed under Sections 703.21 and 703.22 and 
traded on NYSE Bonds to those subject to the fees set forth in that 
section.\3\ However, since the adoption of that amendment and as of the 
date of submission of this filing, the Exchange has not listed any 
securities under Sections 703.21 and 703.22 and traded on NYSE Bonds 
and therefore no issuers have been charged those higher fees. For the 
reasons stated above, the Exchange has determined instead to apply the 
new fees established in this filing.
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    \3\ See Exchange Act Release No. 58599 (September 19, 2008), 73 
FR 55883 (September 26, 2008) (SR-NYSE-2008-56).
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2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(4) \4\ that an exchange have rules that 
provide for the equitable allocation of reasonable dues, fees and other 
charges among its members and other persons using its facilities. The 
Exchange believes that the proposed new fees for securities traded on 
NYSE Bonds and listed under Sections 703.21 and 703.22 do not render 
the allocation of its listing fees inequitable in particular because no 
issuer will pay

[[Page 6077]]

higher fees as a result of the adoption of Section 902.10 and most 
issuers will pay less than would currently be the case.
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    \4\ 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 this proposed rule change would 
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

    Written comments on the proposed rule change were neither solicited 
nor received.

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 rule-comments@sec.gov. Please include 
File Number SR-NYSE-2009-03 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-2009-03. 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 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-2009-03 and should be 
submitted on or before February 25, 2009.
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    \5\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\5\
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-2253 Filed 2-3-09; 8:45 am]

BILLING CODE 8011-01-P
