11392 Federal Register / Vol. 74, No. 50 / Tuesday, March 17, 2009 / Notices 

10See supra note 4. 

11See e-mail from John Carey, Chief Counsel— 

U.S. Equities, NYSE, to Sara Hawkins, Special 

Counsel, Division of Trading and Markets, 

Commission, dated March 9, 2009. 

12See Sections 6(b)(4) and 6(b)(5) of the Act, 15 

U.S.C. 78f(b)(4) and 78f(b)(5). 

13 15 U.S.C. 78s(b)(2). 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 59304 

(January 27, 2009), 74 FR 6077 (February 4, 2009) 

(hereinafter referred to as ‘‘Notice’’). 

4The Exchange proposes to make conforming 

changes to Section 144 of the Company Guide to 

eliminate references to the application processing 

fee. 

5The Exchange proposes to retain the minimum 

annual fee of $27,500 for issuers with 50 million 

shares or less outstanding. Therefore, issuers with 

50 million shares or less outstanding will not be 

subject to any annual fee increase for 2009. 

6Minor technical amendments are being made to 

Rule 142(e) to reflect the fact that reincorporation 

will be explicitly included in the categories of 

events subject to the proposed Technical Original 

Listing fee. 

pay less than would currently be the 

case under Section 902.09. Similarly, 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. 

The Commission notes that the 

Exchange represents that, since it added 

securities listed under Sections 703.21 

and 703.22 and traded on NYSE Bonds 

to Section 902.09 of the Manual,10 the 

Exchange has not listed any such 

securities, and therefore no issuers have 

been charged those higher fees.11 The 

Commission also notes that the 

Exchange has stated that it incurs lower 

regulatory and administrative costs in 

connection with such securities and that 

the proposed fees are set at a level that 

reflects these lower costs. Therefore, the 

Commission expects that the reduced 

fees should not affect the Exchange’s 

ability to finance its regulatory 

activities. Based on the above, the 

Commission believes the proposed fee 

changes meet the statutory standards 12

that exchange rules provide for an 

equitable allocation of reasonable dues, 

fees and other charges among issuers, 

and do not unfairly discriminate 

between issuers. 

For the reasons set forth above, the 

Commission finds that the proposed 

rule change is consistent with the Act. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,13 that the 

proposed rule change (SR–NYSE–2009– 

03) be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–5717 Filed 3–16–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59560; File No. SR– 

NYSEALTR–2009–02] 

Self-Regulatory Organizations; NYSE 

Alternext US LLC.; Order Approving 

Proposed Rule Change To Revise 

Listing Fees 

March 11, 2009. 

I. Introduction 

On January 8, 2009, NYSE Alternext 

US LLC (‘‘NYSE Alternext’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

revise its listing fees. The proposed rule 

change was published in the Federal 

Register on February 4, 2009.3 The 

Commission received no comments on 

the proposal. This order approves the 

proposed rule change. 

II. Description of the Proposal 

The Exchange proposes amending its 

initial listing fees for common stock or 

common stock equivalents. The initial 

listing fees set forth in Section 140 of 

the Exchange’s Company Guide for 

issuances of (i) less than five million 

shares would be increased from $40,000 

to $50,000, (ii) five million to 10 million 

shares would be increased from $50,000 

to $55,000, (iii) 10,000,001 shares to 15 

million shares would be increased from 

$55,000 to $60,000 and (iv) in excess of 

15 million shares would be increased 

from $65,000 to $70,000. The Exchange 

further proposes eliminating its $5,000 

application fee in connection with a 

company’s initial listing on the 

Exchange.4

The Exchange also proposes 

eliminating the $5,000 application 

processing fee in Section 140, payable 

in connection with the initial listing of 

a class of bonds of an issuer that does 

not have another class of securities 

listed on the Exchange. Additionally, 

Section 140 currently provides that, in 

the case of non-U.S. issuers listed on 

foreign stock exchanges, the fee, 

including the one-time, non-refundable 

application-processing fee of $5,000, is 

$40,000. The Exchange proposes to 

conform the initial listing fees charged 

to non-U.S. companies to those charged 

to domestic companies. 

Effective January 1, 2010, the 

Exchange proposes to increase the 

annual fee for issuers that have between 

50,000,001 and 75 million shares 

outstanding from $32,500 to $36,500 

and for issuers with an excess of 75 

million shares outstanding the annual 

fee would be raised from $34,000 to 

$40,000.5 Moreover, as of the date of 

approval of this rule filing, issuers 

would be required to pay a 

supplemental annual fee equal to the 

difference between the amount they 

would pay in 2009 based on the current 

annual fee rates and the amount they 

would be required to pay if the 2010 

annual fee rates were in place on 

January 1, 2009. 

The Exchange further proposes 

eliminating Section 146 in its entirety 

and the provisions in Sections 140 and 

142(g) that grants the Board of Directors 

of the Exchange the discretion to defer, 

waive or rebate all or any part of the 

initial listing fee payable in connection 

with any listing of securities or 

additional shares. The Exchange also 

proposes amending Section 142 of the 

Company Guide by (i) increasing from 

$60,000 to $65,000 the maximum fee 

per issuer for listing additional shares in 

a calendar year and (ii) increasing from 

$2,000 to $2,500 the fee charged in 

connection with a company changing its 

name or ticker symbol. 

The Exchange also proposes to adopt 

a fee of $7,500 for technical original 

listings (‘‘Technical Original Listings’’) 

and reverse stock splits. The Exchange 

would apply the proposed $7,500 

application fee for a Technical Original 

Listing if the change in the company’s 

status is technical in nature and the 

shareholders of the original company 

receive or retain a share-for-share 

interest in the new company without 

any change in their equity position or 

rights.6 The $7,500 application fee 

would also apply to reverse stock splits. 

The Technical Original Listing fee will 

replace the current $5,000 fee for 

‘‘substitution listings’’ set forth in 

Section 142(d). The Technical Original 

Listing fee is intended to apply only to 

those events that would have previously 


dwashington3 on PROD1PC60 with NOTICES
Federal Register / Vol. 74, No. 50 / Tuesday, March 17, 2009 / Notices 11393 

7 15 U.S.C. 78f(b)(4). 

8See Notice, supra note 3. 

9See Securities Exchange Act Release No. 55202 

(January 30, 2007), 72 FR 6017 (February 8, 2007). 

10See Notice, supra note 3. Additionally, some 

costs were offset by the elimination of the $5,000 

application fee. 

11 15 U.S.C. 78f(b)(4). In approving the proposed 

rule change, the Commission has considered the 

proposed rule’s impact in efficiency, competition 

and capital formation. See 15 U.S.C. 78c(f). 

12 15 U.S.C. 78s(b)(2). 

13 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. 

4See Securities Exchange Act Release No. 34– 

59446 (February 25, 2009), 74 FR 9323 (March 3, 

2009) (SR–NYSE–2009–17). 

5See Securities Exchange Act Release No. 58673 

(September 29, 2008), 73 FR 57707 (October 3, 

2008) (SR–NYSE–2008–60 and SR–Amex–2008–62) 

(approving the Merger). 

been subject to the substitution listing 

fee. 

Finally, the Exchange is amending the 

language of Section 142 to state that the 

fees in the section apply to non-U.S. 

companies. According to the Exchange, 

they have always applied the fees in 

Section 142 to non-U.S. companies, and 

therefore, this amendment clarifies the 

Exchange’s policy. 

III. Discussion and Commission’s 

Findings 

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange. Specifically, the 

Commission finds that the proposal is 

consistent with Section 6(b)(4) of the 

Act,7 which requires, among other 

things, that the rules of an exchange 

provide for equitable allocation of 

reasonable dues, fees, and other charges 

among its members and issuers and 

other persons using its facilities. 

As discussed in the Notice, many of 

the Exchange’s proposed fees, such as 

the initial listing fees for common stock 

or common stock equivalents, the 

maximum fee per issuer for listing 

additional shares in a calendar year, the 

fee charged in connection with a 

company changing its name or ticker 

symbol, and the Technical Original 

Listing fees are competitive with or 

substantially similar to the fees already 

in place at Nasdaq.8 The Commission 

recognizes that competition for listings 

is becoming increasingly vigorous, and 

that such competition may help to 

ensure the reasonableness of fees among 

the markets vying for new listings.9

Moreover, as described in the Notice, 

the Exchange represented that it had 

increased services to listed companies 

and incurred increased costs for services 

and regulatory programs, which 

required changes to its listing fees.10

The Exchange also cited different levels 

of services based on the number of 

outstanding shares to support the higher 

fees generally paid to the Exchange by 

larger companies and to provide 

justification for the proposed increases. 

Accordingly, the Commission believes 

that the Exchange’s proposed fee 

increases are reasonable, given the 

current competitive landscape, the 

listing fees charged by Nasdaq, the 

services the Exchange offers issuers that 

choose to list with NYSE Alternext and 

the increased regulatory oversight costs 

noted by the Exchange. The 

Commission also believes it is 

reasonable for the Exchange to charge 

non-U.S. companies the same initial 

listing fees as domestic companies 

since, according to the Exchange, they 

receive the same level of service from 

the Exchange. For these reasons, the 

Commission believes the proposed fee 

changes meet the statutory standard of 

an equitable allocation of reasonable 

dues, fees and other charges among 

issuers. 

For the foregoing reasons, the 

Commission finds that the proposed 

rule change is consistent with the Act.11

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,12 that the 

proposed rule change (SR–NYSEALTR– 

2009–02) be, and it hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–5718 Filed 3–16–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59561; File No. SR– 

NYSEALTR–2009–25] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by NYSE 

Alternext US LLC Eliminating the 

Ability To Enter Orders on the 

Exchange With the Settlement 

Instructions of ‘‘Cash’’, ‘‘Next Day’’ 

and ‘‘Seller’s Option’’ To Conform to 

Amendments Filed by the New York 

Stock Exchange 

March 11, 2009. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on March 5, 

2009, NYSE Alternext US LLC (the 

‘‘Exchange’’ or ‘‘NYSE Alternext’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the self-regulatory 

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 eliminate 

the ability to enter orders on the 

Exchange with the settlement 

instructions of ‘‘cash’’, ‘‘next day’’ and 

‘‘seller’s option’’ to conform to 

amendments filed by the New York 

Stock Exchange (‘‘NYSE’’). 

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 

Through this filing the Exchange 

seeks to amend several NYSE Alternext 

Equities rules to conform these rules 

with amendments filed by the New York 

Stock Exchange 4 to remove references 

to certain settlement instructions that 

are no longer compatible with the 

Exchange’s more electronic market. 

These include instructions to settle on 

‘‘cash’’, ‘‘next day’’ or ‘‘seller’s option’’ 

basis. 

I. Background 

As described more fully in a related 

rule filing,5 NYSE Euronext acquired 

The Amex Membership Corporation 

(‘‘AMC’’) pursuant to an Agreement and 

Plan of Merger, dated January 17, 2008 

(the ‘‘Merger’’). In connection with the 

Merger, the Exchange’s predecessor, the 

American Stock Exchange LLC 

(‘‘Amex’’), a subsidiary of AMC, became 

a subsidiary of NYSE Euronext called 


dwashington3 on PROD1PC60 with NOTICES