47842 Federal Register / Vol. 74, No. 179 / Thursday, September 17, 2009 / Notices 

18 15 U.S.C. 78s(b)(3)(A). 

19 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

the proposed rule change at least five business days 

prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. The Exchange has satisfied this 

requirement. 

20 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

general, to protect investors and the 

public interest. 

More specifically, the Exchange 

believes that, because the proposed rule 

change will permit the Corporation to 

consider a broader range of experienced 

and knowledgeable individuals to serve 

as directors of the Corporation while 

also preserving the principle that 

effective boards of directors exercise 

independent judgment in carrying out 

their responsibilities, it will thereby 

contribute to perfecting the mechanism 

of a free and open market and a national 

market system and is also consistent 

with the protection of investors and the 

public interest. 

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 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days after the date of 

the filing, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, it has 

become effective pursuant to 19(b)(3)(A) 

of the Act 18 and Rule 19b–4(f)(6) 

thereunder.19

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

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 e-mail to rulecomments@sec.gov. Please include File 

Number SR–NYSEArca–2009–82 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–NYSEArca–2009–82. 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–NYSEArca–2009–82 and 

should be submitted on or before 

October 8, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–22369 Filed 9–16–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60644; File No. SR–NYSE– 

2009–83] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change 

Amending Its Initial Listing Fees for 

Operating Companies 

September 10, 2009. 

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 August 

26, 2009, 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 selfregulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend its 

schedule of initial listing fees for 

operating companies as set forth in 

Section 902.03 of the Listed Company 

Manual (the ‘‘Manual’’). A copy of this 

filing is available on the Exchange’s 

Web site at http://www.nyse.com, at the 

Exchange’s principal office 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, 


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Federal Register / Vol. 74, No. 179 / Thursday, September 17, 2009 / Notices 47843 

4 Initial listing fees for the following types of 

listings will also be charged at a rate of $0.0032 per 

share: (i) At the time it first lists, an issuer lists one 

or more classes of preferred stock or warrants, 

whether or not common shares are also listed at that 

time; and (ii) once listed, an issuer lists a new class 

of preferred stock or warrants. 

5The increase in the one-time special charge is 

intended to offset a portion of the reduction in 

listing fee revenue attributable to the proposed 

lower listing fee per share and proposed lower 

minimum listing fee. 

6The charge for the supplemental listing 

application would be the same under both the 

existing and the proposed listing fee schedule. 

Some clarifying changes have been made to the 

Listing of Additional Shares Fee Schedule as 

presented in Section 902.03, but no substantive 

changes are being made to the fees charged in 

connection with the listing of additional shares 

pursuant to a supplemental listing application. 

7See Securities Exchange Act Release No. 58934 

(November 12, 2008), 73 FR 69708 (November 19, 

2008) (SR–NYSE–2008–98). 

8 15 U.S.C. 78f(b)(4). 

9 15 U.S.C. 78f(b)(5). 

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 

initial listing fees for operating 

companies set forth in Section 902.03 of 

the Manual, with retroactive application 

to any initial listing of new classes of 

securities on or after the date of original 

submission of this filing. 

Currently, companies pay initial 

listing fees according to the following 

schedule: $0.0048 per share for up to 

and including 75 million shares, 

$0.00375 per share for any additional 

shares over 75 million shares up to and 

including 300 million shares, and 

$0.0019 per share for any additional 

shares over 300 million shares (the 

‘‘Listing Fee Schedule’’). The first time 

that an issuer lists a class of common 

shares, the issuer is also subject to a 

one-time special charge of $37,500, in 

addition to fees calculated according to 

the Listing Fee Schedule. The minimum 

and maximum listing fees applicable the 

first time an issuer lists a class of 

common shares are $150,000 and 

$250,000, respectively, which amounts 

include the one-time special charge of 

$37,500. 

Solely with respect to shares listed at 

the time a class of common shares is 

first listed on the Exchange, the 

Exchange proposes to replace the 

Listing Fee Schedule with a flat rate 

initial listing fee of $0.0032 per share.4

The one-time special charge of $37,500 

will be increased to $50,000 and the 

minimum initial listing fee will be 

decreased from $150,000 to $125,000.5

No change is being made to the 

maximum initial listing fee of $250,000 

at this time. The existing Listing Fee 

Schedule (the ‘‘Listing of Additional 

Shares Fee Schedule’’) will remain in 

effect for the listing of additional shares 

of a class of previously listed securities. 

In establishing at which tier of the 

Listing of Additional Shares Fee 

Schedule a company will pay fees with 

respect to additional shares of a 

previously listed class, the Exchange 

will include the shares with respect to 

which the company paid fees at the time 

of initial listing of that class in 

calculating the fees for additional 

shares. 

For example: At the time Company A 

first lists its common stock on the 

Exchange, its initial listing application 

covers 30 million shares of its common 

stock. Company A must pay initial 

listing fees of $146,000, i.e., the onetime special charge of $50,000 plus 

$96,000 (30 million shares multiplied 

by $0.0032 per share). For comparison, 

the following is how Company A would 

be charged for the initial listing 

application under the current Listing 

Fee Schedule: $181,500, i.e., the onetime special charge of $37,500 plus 

$144,000 (30 million shares multiplied 

by $0.0048 per share). 

If Company A subsequently issues an 

additional 100 million shares, Company 

A will pay fees under the first tier of the 

Listing of Additional Shares Fee 

Schedule for 45 million shares 

(representing the 75 million shares that 

are subject to the first tier of fees minus 

the 30 million shares issued at the time 

of original listing) and will pay fees 

under the second tier of the Listing of 

Additional Shares Fee Schedule for 55 

million shares (representing the 

remainder of the shares listed in the 

supplemental listing application). 

Therefore, in connection with the 

supplemental listing application, 

Company A must pay listing fees for the 

listing of additional shares of $422,250, 

consisting of (i) $216,000 (i.e., 45 

million shares multiplied by $0.0048 

per share) plus (ii) $206,250 (i.e., 55 

million shares multiplied by $0.00375 

per share).6

The proposed amendments to the 

Exchange’s initial listing fees will 

reduce the initial listing fees payable by 

all companies whose fees are not 

limited by the $250,000 maximum and 

no company will pay higher initial 

listing fees as a result of the proposed 

amendment. These lower initial listing 

fees will enable the Exchange to 

compete more effectively on a cost basis 

with other securities exchanges for 

listings of companies undertaking initial 

public offerings. In particular, the 

Exchange notes that smaller companies 

than have historically listed on the 

Exchange now qualify for listing under 

the recently adopted Assets and Equity 

Test 7 and many of these companies 

would benefit from the lower minimum 

initial listing fee. 

The proposed new initial listing fees 

for the listing of new classes of 

securities are not inequitable or unfairly 

discriminatory, as all companies will be 

subject to the same fee schedule. While 

companies that are subject to the 

$250,000 maximum fee under both the 

current and the proposed fee schedule 

do not benefit from the reduction in 

fees, this is appropriate because these 

companies already benefit from a lower 

effective listing fee per share than other 

companies. 

The Exchange proposes to apply the 

listing fees as amended by this filing 

retroactively to any new classes of 

common or preferred equity securities 

listed on or after the date of original 

submission of this filing. The Exchange 

believes this approach is appropriate, as 

it will enable companies to benefit from 

any applicable reduction in listing fees 

without having to delay their listing 

until after Commission approval of the 

filing solely for the purpose of 

benefitting from that fee reduction. As 

noted above, the proposed amendment 

will lower the initial listing fees payable 

by all companies whose fees are not 

limited by the $250,000 maximum and 

no company will pay higher initial 

listing fees as a result of the proposed 

amendment. 

The reduction in the Exchange’s 

listing fee revenue as a result of the 

proposed rule change is not expected to 

be substantial and the Exchange will 

continue to have sufficient revenue to 

continue to adequately fund its 

regulatory activities. 

2. Statutory Basis 

The bases under the Act for this 

proposed rule change are the 

requirement under Section 6(b)(4) 8 that 

an exchange have rules that provide for 

the equitable allocation of reasonable 

dues, fees and other charges among its 

members, listed companies and other 

persons using its facilities and the 

requirement under Section 6(b)(5) 9 that 

an exchange have rules that are not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. The 

Exchange believes that the proposed 

new schedule of initial listing fees 

represents an equitable allocation of fees 


cprice-sewell on DSK2BSOYB1PROD with NOTICES
47844 Federal Register / Vol. 74, No. 179 / Thursday, September 17, 2009 / Notices 

10 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A)(iii). 

4 17 CFR 240.19b–4(f)(6). 

5FLEX Equity Options are flexible exchangetraded options contracts which overlie equity 

securities. FLEX Equity Options provide investors 

with the ability to customize basic option features 

including size, expiration date, exercise style, and 

certain exercise prices. 

among its listed companies, as all 

companies will be subject to the same 

fee schedule. The proposed new initial 

listing fees for the listing of new classes 

of securities are not inequitable or 

unfairly discriminatory, as all 

companies will be subject to the same 

fee schedule. While companies that are 

subject to the $250,000 maximum fee 

under both the current and the proposed 

fee schedule do not benefit from the 

reduction in fees, this is appropriate 

because these companies already benefit 

from a lower effective listing fee per 

share than other companies. 

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 

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 rulecomments@sec.gov. Please include File 

Number SR–NYSE–2009–83 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–2009–83. 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 will also 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–2009–83 and should 

be submitted on or before October 8, 

2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–22368 Filed 9–16–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60641; File No. SR–CBOE– 

2009–064] 

Self-Regulatory Organizations; 

Chicago Board Options Exchange, 

Incorporated; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Related to FLEX Equity 

Option Opening Transactions 

September 9, 2009. 

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 2, 2009, the Chicago Board 

Options Exchange, Incorporated 

(‘‘Exchange’’ or ‘‘CBOE’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Exchange filed the 

proposal as a ‘‘non-controversial’’ 

proposed rule change pursuant to 

Section 19(b)(3)(A)(iii) of the Act 3 and 

Rule 19b–4(f)(6) thereunder.4 The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to extend the 

period for its pilot program regarding 

the minimum value size for an opening 

transaction in FLEX Equity Option 5

series (‘‘Pilot Program’’), which would 

otherwise expire on September 4, 2009, 

through February 28, 2010. The text of 

the proposed rule change is available on 

the Exchange’s Web site (http:// 

www.cboe.org/Legal), at the Exchange’s 

Office of the Secretary and at the 

Commission. 

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 


cprice-sewell on DSK2BSOYB1PROD with NOTICES