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###### Securities and Exchange Commission

          - [Release No. 34-59608; File No. SR-NYSE-2009-31] 

                    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 March 16, 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 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 amend the Listed Company Manual (the “Manual”) Section 902.08 to establish an initial listing fee and an annual listing fee for all securities listed under Section 102.03 and traded on NYSE BondsSM system (“NYSE Bonds”). The text of the proposed rule change is available on the Exchange's Web site (                    *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, 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 the Listed Company Manual (the “Manual”) Section 902.08 to establish an initial listing fee and an annual listing fee for all securities listed under Section 102.03 and traded on NYSE BondsSM system (“NYSE Bonds”). Specifically, the Exchange seeks to implement an initial listing fee of $5,000 and an annual listing fee of $5,000 for the securities listed in Section 102.03 of the Manual. 

## I. Background 

Currently, the Exchange imposes a $15,000 listing fee for bonds and other fixed income debt securities that list on the Exchange pursuant to Section 102.03 of the Manual. Specifically, the Exchange charges the $15,000 listing fee to non-NYSE issuers. 

                    NYSE issuers, however, are not charged any listing fee for these bonds and other fixed income debt securities. In November 2006, the Exchange filed a proposed rule change establishing rules for the trading of unlisted debt securities on NYSE Bonds.[4]                                          Specifically, this filing established NYSE Rules 1400 and 1401 in connection with the NYSE Exemption Request. As a result of the November 2006 rule filing, NYSE issuers were permitted to trade their unlisted bonds on the Exchange. Non-NYSE issuers, however, would not be permitted to trade their bonds on NYSE Bonds unless they were listed on the Exchange.                 

## II. Proposed Amendments 

The Exchange now proposes to amend the listing fees for NYSE and non-NYSE issuers. Under amended Section 902.08 of the Manual, the initial listing fee for non-NYSE issuers of bonds and other fixed income debt securities that list on the Exchange pursuant to Section 102.03 of the Manual will be a flat fee of $5,000. The annual listing fee for these bonds and other fixed income debt securities will also be $5,000.00. If an NYSE issuer opts to have its bonds or other fixed income debt securities listed on the Exchange, the NYSE issuer will be subject to the $5,000 initial listing fee and $5,000 annual listing fee. These fees will cover administrative and regulatory costs incurred by the Exchange. If an NYSE issuer does not choose to have its bonds or other fixed income debt securities listed on the Exchange, then the NYSE issuer is exempt from paying any listing fees but may still trade its bonds on the Exchange. 

Because revenue is needed to pay for the operation and regulation of these listings, the Exchange has determined that the proposed $5,000 initial and $5,000 annual listing fees provide an attractive pricing strategy to its customers and is sufficient for covering the Exchange's costs to provide its services to the issuers. 

U.S. Government issues are exempt from securities registration under the Securities and Exchange Act of 1934. Because these U.S. Government issues are not subject to the Acts' listing requirements, the Exchange is not required to perform an administrative and regulatory review of these listed bonds. Accordingly, U.S. Government issues will continue to list on the Exchange free of charge, as set forth in Section 902.08 of the Manual. 

#### 2. Statutory Basis 

                    The Exchange believes that the proposed rule change is consistent with the provisions of Section 6 [5]                                          of the Securities Exchange Act of 1934 (the “Act”) [6]                                          in general and Section 6(b)(4) of the Act [7]                                          in particular, in that it is designed to provide for the equitable allocation of reasonable dues, fees and other charges among its members and other persons using its facilities. The                           ( print page 13279)                        Exchange believes that the proposed initial and annual listing fees for all securities listed under Section 102.03 and traded on NYSE Bonds are reasonable to cover the costs incurred for the administrative and regulatory services provided by the Exchange. These fees are applicable to both NYSE and non-NYSE issuers that seek to have their Section 102.03 bonds or securities listed on the Exchange.                 

### 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 rule-comments@sec.gov . Please include File Number SR-NYSE-2009-31 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-2009-31. 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 NYSE's principal office and on its Internet Web site at                     *http://www.nyse.com*. 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 No. SR-NYSE-2009-31 and should be submitted on or before April 16,                                         2009.                 

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.8

Florence E. Harmon, 

Deputy Secretary.

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                    
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2.                             15 U.S.C. 78a.                    
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3.                             17 CFR 240.19b-4.                    
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4.                             See Securities Exchange Release No. 54767 (November 16, 2006), 71 FR 67680 (November 22, 2006) (SR-NYSE-04-69).                    
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5.                             15 U.S.C. 78f.                    
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6.                             15 U.S.C. 78a
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7.                             15 U.S.C. 78f(b)(4).                    
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8.                             17 CFR 200.30-3(a)(12).                    
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[FR Doc. E9-6720 Filed 3-25-09; 8:45 am] 

BILLING CODE 8010-01-P