Federal Register / Vol. 74, No. 22 / Wednesday, February 4, 2009 / Notices 6073 

23 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The Exchange notes that it will make NYSE 

Trades available to vendors no earlier than it makes 

its last sale information available to the processor 

under the CTA Plan. 

4See Release No. 34–57966; 73 Federal Register 

35182 (June 20, 2008); File No. SR–NYSE–2007–04. 

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–BX–2009–007 and should 

be submitted on or before February 25, 

2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–2297 Filed 2–3–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59309; File No. SR–NYSE– 

2009–04] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change To 

Establish Fees for NYSE Trades 

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 

27, 2009, the New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘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 

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 introduce 

its NYSE Trades service and to establish 

fees for that service. NYSE Trades is a 

new NYSE-only market data service that 

allows a vendor to redistribute on a realtime basis the same last sale information 

that NYSE reports to the Consolidated 

Tape Association (‘‘CTA’’) for inclusion 

in CTA’s consolidated data stream and 

certain other related data elements 

(‘‘NYSE Last Sale Information’’). 

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 these statements may be examined at 

the places specified in Item IV below. 

The self-regulatory organization 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. The Service. The Exchange 

proposes to introduce NYSE Trades, a 

new service pursuant to which it will 

allow vendors, broker-dealers and 

others (‘‘NYSE-Only Vendors’’) to make 

available NYSE Last Sale Information on 

a real-time basis.3 NYSE Last Sale 

Information would include last sale 

information for all securities that are 

traded on the Exchange. 

The Exchange will make NYSE Last 

Sale Information available through its 

new NYSE Trades service at the same 

time as it provides last sale information 

to the processor under the CTA Plan. In 

addition to the information that the 

Exchange provides to CTA, NYSE Last 

Sale Information will also include a 

unique sequence number that the 

Exchange assigns to each trade and that 

allows an investor to track the context 

of the trade through such other 

Exchange market data products as NYSE 

OpenBook® and NYSE Info Tools®. 

Contemporaneously with the 

proposed rule change, the Exchange 

submitted a proposed rule change that 

seeks to establish a pilot program for the 

receipt and redistribution of the NYSE 

Trades datafeed(s) without charge to 

either the datafeed recipient or the enduser. The Exchange proposes to provide 

that free offering on a pilot program 

basis until the later of Commission 

approval of the proposed rule change 

and the end of the pilot period. 

b. The Fees. 

i. Access Fee. For the receipt of access 

to the datafeeds of NYSE Last Sale 

Information that the Exchange will 

make available, the Exchange proposes 

to charge $1500 per month. For that fee, 

the datafeed recipient will receive 

access to each of the NYSE Last Sale 

Information datafeeds that NYSE makes 

available. Currently, the Exchange 

trades only Network A securities. The 

Exchange does not propose to impose 

any program classification charges for 

the use of NYSE Trades. 

ii. Device Fee. The Exchange proposes 

to charge each subscriber to an NYSEOnly Vendor’s NYSE Trades service $15 

per month per display device for the 

receipt and use of NYSE Last Sale 

Information. The Exchange does not 

currently perceive a demand for a 

nonprofessional subscriber fee for NYSE 

Trades, but will monitor customer 

response. 

In a proposed rule change that the 

Exchange anticipates filing 

contemporaneously with the proposed 

rule change (the ‘‘Unit-of-Count 

Filing’’), the Exchange will propose to 

revise the unit of count that determines 

the device fees payable by NYSE 

OpenBook® data recipients. Upon 

Commission approval of that filing, the 

Exchange proposes to incorporate the 

unit of count set forth in the Unit-ofCount Filing into the NYSE Trades 

service. 

Under the Unit-of-Count Filing, the 

Exchange would no longer define the 

Vendor-subscriber relationship based on 

the manner in which a data feed 

recipient or subscriber receives data 

(i.e., through controlled displays or 

through data feeds). Instead, the 

Exchange would adopt billing criteria 

that are more objective. Those criteria 

would newly define ‘‘Vendors,’’ 

‘‘Subscribers,’’ ‘‘Subscriber 

Entitlements’’ and ‘‘Subscriber 

Entitlement Controls’’ as the basis for 

setting device fees. The Exchange 

believes that these changes more closely 

align with current data consumption 

and will reduce costs for the Exchange’s 

customers. 

c. The Fees are Non-Discriminatory. 

No investors or broker-dealers are 

required to subscribe to the product, as 

they can find the same NYSE last sale 

prices in the Exchange’s NYSE Realtime 

Reference Prices service.4 Or, they can 

find them integrated with the prices that 

other markets make available under the 

CTA Plan. Indeed, even though NYSE 

Trades’ Last Sale Information provides a 

less expensive alternative to the 

consolidated price information that 

investors and broker-dealers receive 

from CTA, the Exchange believes that 

the information that NYSE contributes 

to the CTA consolidated datafeed and 

6074 Federal Register / Vol. 74, No. 22 / Wednesday, February 4, 2009 / Notices 

5See Release No. 34–59039 (December 2, 2008); 

File No. SR–NYSEArca–2006–21. 

6See Regulation NMS Release, 70 FR at 37566– 

37567 (addressing differences in distribution 

standards between core data and non-core data). 

7NYSE ArcaBook Approval Order at pp. 46–47. 

8 Id at pp. 48–49. 

9 Id at p 52. 

the low latency of the CTA datafeed will 

continue to satisfy the needs of the vast 

majority of individual and professional 

investors. Most investors and brokerdealers are not likely to substitute the 

NYSE Trades datafeed for the CTA 

datafeed for display purposes. 

Rather, the Exchange developed 

NYSE Trades primarily at the request of 

traders who are very latency sensitive. 

The latency difference between 

accessing last sales through the NYSE 

datafeed or through the CTA datafeed 

can be measured in tens of milliseconds. 

The Exchange anticipates that demand 

for the product will derive primarily 

from investors and broker-dealers who 

desire to use NYSE Trades to power 

certain trading algorithms or smart order 

routers. 

Regardless of an investor’s reasons for 

subscribing to the NYSE Trades service, 

the access fee applies equally to all 

NYSE-Only Vendors that receive the 

NYSE Trades datafeed and the device 

fee applies equally to all subscribers 

that receive an NYSE-Only Vendor’s 

NYSE Trades service. Section 603(a)(2) 

of Regulation NMS requires markets to 

distribute market data ‘‘on terms that are 

not unreasonably discriminatory.’’ The 

Exchange believes that both the access 

fee and the device fee comply with this 

standard. 

d. The Fees are Fair and Reasonable. 

The Exchange believes that the levels at 

which it proposes to set the access and 

device fees comport with the standard 

that the Commission established for 

determining whether market data fees 

relating to non-core market data 

products are fair and reasonable. ‘‘Noncore products’’ refers to products other 

than the consolidated products that 

markets offer collectively under the 

joint industry plans. In its recent ‘‘Order 

Setting Aside Action by Delegated 

Authority and Approving Proposed Rule 

Change Relating to NYSE Arca Data’’ 

(the ‘‘NYSE ArcaBook Approval 

Order’’),5 the Commission reiterated its 

position from its release approving 

Regulation NMS that it should ‘‘allow 

market forces, rather than regulatory 

requirements, to determine what, if any, 

additional quotations outside the NBBO 

are displayed to investors.’’ 6

The Commission went on to state that: 

The Exchange Act and its legislative 

history strongly support the Commission’s 

reliance on competition, whenever possible, 

in meeting its regulatory responsibilities for 

overseeing the SROs and the national market 

system. Indeed, competition among multiple 

markets and market participants trading the 

same products is the hallmark of the national 

market system.7

The Commission then articulated the 

standard that it will apply in assessing 

the fairness and reasonableness of 

market data fees for non-core products, 

as follows: 

With respect to non-core data, * * * the 

Commission has maintained a market-based 

approach that leaves a much fuller 

opportunity for competitive forces to work. 

This market-based approach to non-core data 

has two parts. The first is to ask whether the 

exchange was subject to significant 

competitive forces in setting the terms of its 

proposal for non-core data, including the 

level of any fees. If an exchange was subject 

to significant competitive forces in setting the 

terms of a proposal, the Commission will 

approve the proposal unless it determines 

that there is a substantial countervailing basis 

to find that the terms nevertheless fail to 

meet an applicable requirement of the 

Exchange Act or the rules thereunder.8

The Exchange believes that by this 

standard or any other standard, the 

proposed access and device fees are fair 

and reasonable. NYSE and its market 

data products are subject to significant 

competitive forces and the proposed 

access and device fees represent 

responses to that competition. To start, 

the Exchange competes intensely for 

order flow. It competes with the other 

10 national securities exchanges that 

currently trade equities, with electronic 

communication networks, with quotes 

posted in FINRA’s Alternative Display 

Facility and Trade Reporting Facilities, 

with alternative trading systems, and 

with securities firms that primarily 

trade as principal with their customer 

order flow ‘‘and the competition is 

fierce.’’ 9

In addition, NYSE Trades would 

compete with a number of alternative 

products. NYSE Trades does not 

provide a complete picture of all trading 

activity in a security. Rather, the 12 

SROs, the several Trade Reporting 

Facilities of FINRA, and ECNs that 

produce proprietary data all produce 

trades and trade reports. Each is 

currently permitted to produce last sale 

information products, and many 

currently do, including Nasdaq and 

NYSE Arca. In addition, investors can 

receive NYSE trade reports through the 

consolidated CTA data stream or they 

can receive NYSE trade reports for free 

by means of access to the Exchange’s 

NYSE Realtime Reference Prices service. 

In setting the level of the proposed 

NYSE Trades access and device fees, the 

Exchange took into consideration 

several factors, including: 

(1) Consultation with some of the 

entities that the Exchange anticipates 

will be the most likely to take advantage 

of NYSE Trades; 

(2) The contribution of market data 

revenues that the Exchange’s Board of 

Directors believes is appropriate for 

vendors and other entities that provide 

market data to the investing public; 

(3) The contribution that revenues 

accruing from the proposed fees will 

make to meeting the overall costs of the 

Exchange’s operations; 

(4) Projected losses to the revenues 

accruing from the Exchange’s other 

market data fees, which losses are likely 

to result from the ability of NYSE-Only 

Vendors to distribute NYSE Trades to 

vendors, broker-dealers and investors in 

competition with the consolidated last 

sale information services that 

Participants provide under the CTA 

Plan; and 

(5) Investors’ and broker-dealers’ 

access to NYSE last sale prices through 

NYSE Realtime Reference Prices. 

(6) The fact that the proposed fees 

provide an alternative to existing 

Network A fees under the CTA Plan, an 

alternative that vendors will purchase 

only if they determine that the 

perceived benefits outweigh the cost. 

In the aftermath of the NYSE 

ArcaBook Approval Order, the 

Exchange believes that the competition 

among exchanges for order flow and the 

competition among exchanges for 

market data products subject the 

proposed NYSE Trades access and 

device fees to significant competitive 

forces. 

In addition, the Exchange believes 

that no substantial countervailing basis 

exists to support a finding that the fees 

fail to meet the requirement of the Act. 

In sum, the availability of a variety of 

alternative sources of information 

impose significant competitive 

pressures on NYSE Trades and NYSE’s 

compelling need to attract order flow 

impose significant competitive pressure 

on NYSE to act equitably, fairly, and 

reasonably in setting NYSE Trades fees. 

The proposed NYSE Trades access and 

device fees are, in part, responses to that 

pressure. The Exchange believes that the 

proposed NYSE Trades service fees 

would reflect an equitable allocation of 

its overall costs to users of its facilities. 

e. Administrative Requirements. The 

Exchange will require NYSE-Only 

Vendors to enter into the form of 

‘‘vendor’’ agreement into which the 

CTA Plan requires recipients of the 

Network A last sale prices information 

datafeeds to enter (the ‘‘Network A 

Vendor Form’’). The Network A Vendor 

Federal Register / Vol. 74, No. 22 / Wednesday, February 4, 2009 / Notices 6075 

10See Release Nos. 34–28407 (September 10, 

1990), and 34–49185 (February 4, 2004). 

11See Rule 601 of Regulation NMS. 

12See Rule 603(a) of Regulation NMS. 

13See Footnote 638 to Regulation NMS (Release 

No. 34–51808; File No. S7–10–04) (June 9, 2005). 

Form will authorize the NYSE-Only 

Vendor to provide the NYSE Trades 

service to its subscribers and customers. 

The Network A Participants drafted 

the Network A Vendor Form as a onesize-fits-all form to capture most 

categories of market data dissemination. 

It is sufficiently generic to accommodate 

NYSE Trades. The Network A Vendor 

Form has been in use in substantially 

the same form since 1990.10

Similarly, the Exchange will require 

professional and non-professional 

subscribers to NYSE Trades to 

undertake to comply with the same 

contract, reporting, payment, and other 

administrative requirements as to which 

the Network A Participants subject them 

in respect of Network A last sale 

information under the CTA Plan. 

2. Statutory Basis 

The bases under the Act for the 

proposed rule change are the 

requirement under Section 6(b)(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 and the requirements under 

Section 6(b)(5) that the rules of an 

exchange be designed to promote just 

and equitable principles of trade and 

not to permit unfair discrimination 

between customers, issuers, brokers or 

dealers. 

The proposed rule change would 

benefit investors by providing a less 

expensive alternative to the last sale 

price information than the consolidated 

last sale price information that they 

receive under the CTA Plan. In addition, 

for that single lower fee, vendors receive 

Exchange prices for all Exchange-traded 

securities, something that differentiates 

the Exchange’s product from pricing 

under the CTA Plan. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

In proposing and adopting Regulation 

NMS, the Commission rescinded the 

prior prohibition on SROs from 

disseminating their trade reports 

independently,11 subjecting that 

distribution to the ‘‘fair and reasonable’’ 

and ‘‘not unreasonably discriminatory’’ 

standards that have historically 

governed the distribution of 

consolidated data.12 The Commission 

stated, ‘‘Given that * * * SROs will 

continue to transmit trades to the 

Networks pursuant to the Plans * * *, 

the Commission believe [SIC] that SROs 

and their members also should be free 

to distribute their trades 

independently.’’ 13

The Commission rescinded the 

prohibition in recognition of the fact 

that competition in the realm of SRO 

trade-report distribution would produce 

market forces and innovation that 

would benefit the investing public. The 

NYSE ArcaBook Approval Order 

enforces this finding. By means of NYSE 

Trades, the Exchange would provide 

vendors and broker-dealers with an 

alternative market data product and fee 

structure that does not exist today, 

without altering or rescinding any 

existing market data fess or products. If 

they believe that the proposed product 

and fee structure are useful and costeffective to their business model, they 

will embrace them. 

Given the existence of alternative 

products containing NYSE last sale 

products, the Exchange does not believe 

that the proposed rule change will result 

in 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 discussed the 

proposed rules change with those 

entities that the Exchange believes 

would be the most likely to take 

advantage of the proposed NYSE Last 

Sale Information service by becoming 

NYSE-Only Vendors. While those 

entities have not submitted formal, 

written comments on the proposal, the 

Exchange has incorporated some of their 

ideas into the proposal and the 

proposed rule change reflects their 

input. The Exchange has not received 

any unsolicited written comments from 

members or other interested parties. 

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 such 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–2009–04 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–2009–04. 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, 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– 

2009–04 and should be submitted on or 

before February 25, 2009. 

6076 Federal Register / Vol. 74, No. 22 / Wednesday, February 4, 2009 / Notices 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Exchange Act Release No. 58599 (September 

19, 2008), 73 FR 55883 (September 26, 2008) (SR– 

NYSE–2008–56). 

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

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–2252 Filed 2–3–09; 8:45 am] 

BILLING CODE 8011–01–P 

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. 

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. 

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