Federal Register / Vol. 74, No. 50 / Tuesday, March 17, 2009 / Notices 11391 

12 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. 59313 

(January 28, 2009), 74 FR 6067. 

4The Exchange recently added securities listed 

under Sections 703.21 and 703.22 and traded on 

NYSE Bonds to those securities subject to the fees 

set forth in Section 902.09. See Securities Exchange 

Act Release No. 58599 (September 19, 2008), 73 FR 

55883 (September 26, 2008) (SR–NYSE–2008–56). 

5The proposed rule change also amends Section 

902.09 to remove references to the securities that 

will be subject to the fees under proposed Section 

902.10. 

6 15 U.S.C. 78f(b). 

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

8 15 U.S.C. 78f(b)(5). 

9 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

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

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 such filing also will be available for 

inspection and copying at the principal 

office of Nasdaq. 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–NASDAQ–2009–017 and 

should be submitted on or before April 

7, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–5722 Filed 3–16–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59559; File No. SR–NYSE– 

2009–03] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Order 

Approving Proposed Rule Change To 

Adopt Listing Fees for Securities 

Listed Under Section 703.21 and 

703.22 and Traded on NYSE Bonds 

March 11, 2009. 

I. Introduction 

On January 9, 2009, the New York 

Stock Exchange LLC (‘‘NYSE’’ 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 

modify the listing fees for securities that 

are listed under the Exchange’s Listed 

Company Manual (‘‘Manual’’) Sections 

703.21 and 703.22 and are traded on 

NYSE Bonds. The proposed rule change 

was published for comment 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 

Currently, securities listed on the 

NYSE pursuant to Sections 703.21 

(Equity-Linked Debt Securities) and 

703.22 of the Manual (Equity IndexLinked Securities, Commodity-Linked 

Securities and Currency-Linked 

Securities) and traded on NYSE Bonds 

are subject to the fees set forth in 

Section 902.09 of the Manual.4 Section 

902.09 establishes various levels of fees 

based on the number of shares 

outstanding, with a minimum initial 

listing fee of $5,000 (for one million 

securities or fewer) and a maximum 

initial listing fee of $45,000 (for over 15 

million securities). The minimum 

annual listing fee under Section 902.09 

is $10,000 (for 6 million securities or 

fewer), and the maximum annual listing 

fee is $55,000 (for more than 50 million 

securities). 

The Exchange proposes to establish a 

new section, proposed Section 902.10, 

in the Manual establishing fees payable 

in connection with the listing of 

securities that are listed under Section 

703.21 and Section 703.22 and are 

traded on NYSE Bonds.5 Under 

proposed Section 902.10, the initial 

listing fee for securities listed under 

Sections 703.21 and 703.22 and traded 

on NYSE Bonds will be a flat fee of 

$5,000 and the annual fee will be a flat 

fee of $5,000, regardless of the number 

of securities outstanding. 

The Exchange stated that it 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, in order to be 

listed on NYSE Bonds, a security must 

have a $1,000 denomination, and 

typically, index-linked securities and 

equity-linked securities with $1,000 

denominations are marketed to 

institutional investors rather than retail 

investors. Because these purchasers are 

less concerned that securities they 

invest in should have an exchange 

listing, the Exchange notes that these 

securities are generally not listed on a 

national securities exchange. In 

addition, 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. For the reasons noted above, 

the Exchange asserts that 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. 

III. Discussion 

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 and, in particular, 

the requirements of Section 6(b) of the 

Act 6 and the rules and regulations 

thereunder. Specifically, the 

Commission finds that the proposal is 

consistent with Sections 6(b)(4) 7 and 

6(b)(5) 8 of the Act, which require 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 are designed, among other 

things, to promote just and equitable 

just and equitable principles of trade, to 

remove impediments to, and perfect the 

mechanism of, a free and open market 

and a national market system, to protect 

investors and the public interest, and 

are not designed to permit unfair 

discrimination between customers, 

issuers, brokers or dealers.9

The Commission believes that the 

new fees set forth for securities listed 

under Sections 703.21 and 703.22 of the 

Manual and traded on NYSE Bonds are 

consistent with the Act. The 

Commission notes that the adoption of 

new Section 902.10 will not result in 

any issuer paying higher initial listing 

fees, as the proposed flat initial listing 

fee of $5,000 is the same as the current 

minimum charged under Section 

902.09. Accordingly, most issuers will 


dwashington3 on PROD1PC60 with NOTICES
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