Federal Register / Vol. 70, No. 184 / Friday, September 23, 2005 / Notices 55933 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 In Amendment No. 1, the Exchange clarified 

and supplemented certain aspects of its proposal. 

Amendment No. 1 supplements the information 

provided in various sections of the Exchange’s 

Form 19b–4. 

4 In Amendment No. 2, the Exchange made 

technical and clarifying changes to its proposal. 

Amendment No. 2 supplements the information 

provided in various sections of the Exchange’s 

Form 19b–4. The Commission has made minor 

technical changes to this notice with Nasdaq’s 

consent. Telephone conversation between Susie 

Cho, Special Counsel, Jan Woo, Attorney, Division 

of Market Regulation, Commission, and John Carey, 

Assistant General Counsel, NYSE, on August 19, 

2005. 

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 

No. SR–ISE–2005–43 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Jonathan G. Katz, Secretary, 

Securities and Exchange Commission, 

Station Place, 100 F Street, NE., 

Washington, DC 20549–9303. 

All submissions should refer to File 

Number SR–ISE–2005–43. 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. Copies of such filing also will be 

available for inspection and copying at 

the principal office of the ISE. 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–ISE–2005–43 and should be 

submitted on or before October 14, 

2005. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.14

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 05–19035 Filed 9–22–05; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–52463; File No. SR–NYSE–

2005–35] 

Self-Regulatory Organizations; New 

York Stock Exchange, Inc.; Notice of 

Filing of Proposed Rule Change and 

Amendment Nos. 1 and 2 Thereto 

Relating to Changes to Listed 

Company Manual Section 902.00 

Regarding Listing Fees 

September 16, 2005. 

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 May 18, 

2005, the New York Stock Exchange, 

Inc. (‘‘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 NYSE. On 

July 29, 2005, NYSE filed Amendment 

No. 1 to the proposed rule change.3 On 

August 16, 2005, NYSE filed 

Amendment No. 2 to the proposed rule 

change.4 The Commission is publishing 

this notice to solicit comments on the 

proposed rule change, as amended, from 

interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The proposed rule filing proposes a 

number of changes to the current fee 

chapter set out in Sections 902.01 to 

902.04 of the Listed Company Manual. 

In addition, the Exchange is proposing 

a reorganization of the relevant sections 

of the Listed Company Manual into a 

clearer and more concise format setting 

out fees by type of listed security. 

The text of the proposed rule change 

is below. Proposed new language is in 

italics; proposed deletions are in 

[brackets]. 

Listed Company Manual 

* * * * * 

902.00 [Listing] Fees for Listed 

Securities 

902.01 Listed[ing] Securities Fee 

Agreement [, Current Form] 

Each Listing Application submitted to 

the Exchange should must be 

accompanied by a Listed Securities Fee 

Agreement, in which the Company 

undertakes to pay Listing Fees and 

Annual Fees, unless such an agreement 

in the form shown below has previously 

been filed with the Exchange. 

AGREEMENT made this ll day of 

llllll 20ll by 

llllllllll organized and 

existing under the laws of the State of 

llllll (hereinafter called the 

‘‘Company’’) with the New York Stock 

Exchange, Inc. (hereinafter called the 

‘‘Exchange’’). 

WITNESSETH: 

I. WHEREAS the Company has applied 

for the listing upon the Exchange of: 

lllllllllllllllllll

2. WHEREAS it is a condition 

precedent to the consideration of listing 

applications that this fee agreement be 

in effect between the Company and the 

Exchange covering the payment of 

Listing Fees [initial] and [continuing] 

A[a]nnual F[ f]ees. 

NOW, THEREFORE, in consideration 

of the Exchange receiving and 

considering the application for the 

listing of the aforementioned securities, 

and subsequent applications, if any, for 

the listing of additional shares of such 

securities and/or other securities of the 

Company, the Company covenants and 

agrees to pay, when due, any applicable 

L[l]isting F[f]ees and Annual Fees 

established from time to time by the 

Exchange. 

IN WITNESS WHEREOF, the 

Company has caused these presents to 

be executed by its proper officers 

thereunto duly authorized and its 

corporate seal to be hereunto affixed, as 

of the day and year first above written. 

llllllll 

byllllllll lllllllll

(Name and Title) 

902.02 GENERAL INFORMATION ON 

FEES 

There are two types of fees applicable 

to listed issuers—Listing Fees and 

Annual Fees. All fees are payable upon 

receipt of invoice. This chapter sets out 

fees by type of security, with different 

fees applicable to equity securities, 

closed-end funds, structured products 

(defined as securities listed under 

Sections 703.18, 703.19 and 703.21), 

short-term securities (defined as 

securities having a term of seven years 

or less), investment company units 

55934 Federal Register / Vol. 70, No. 184 / Friday, September 23, 2005 / Notices 

listed under Section 703.16 and debt 

securities. 

Listing Fees 

Listing Fees are billed for each 

security listed at the time an issuer first 

lists on the Exchange, each subsequent 

time a new class of security is listed, or 

at any subsequent time that additional 

shares of a listed security are issued. 

Listing Fees are based on the number of 

shares issued and outstanding and are 

calculated separately for each class of 

security listed. Treasury stock, restricted 

stock and shares issued in conjunction 

with the exercise of an over-allotment 

option, if applicable, are included in the 

number of shares an issuer is billed for 

at the time the class of security is first 

listed. 

Timing of Listing Fees for Subsequent 

Issuances 

To the extent that an issuer submits 

a supplemental listing application for 

shares that are immediately issued, 

such as in connection with a merger or 

acquisition, stock split or stock 

dividend, Listing Fees for those shares 

are billed at the time the supplemental 

listing application is processed. 

To the extent that an issuer submits 

a supplemental listing application for 

shares that are not issued at the time of 

listing, such as for an equity 

compensation plan or for convertible 

securities where the listed securities will 

be issued over time, only the applicable 

minimum supplemental listing 

application fee will be billed at the time 

the supplemental listing application is 

processed. Listing Fees will accrue on 

these securities as of the date of 

issuance and the accrued Listing Fees 

will be billed at the beginning of the 

following year along with the issuer’s 

Annual Fees. 

Calculating Listing Fees 

Generally, when an issuer lists a new 

class of equity securities, a structured 

product or a short-term security, Listing 

Fees are calculated according to Listing 

Fee schedules that set a per share rate 

based on the number of shares issued 

and outstanding. When a closed-end 

fund, however, first lists on the 

Exchange, Listing Fees are not 

calculated at a per share rate but are, 

instead, based on a range of fixed 

Listing Fees set according to the total 

number of shares issued and 

outstanding at the time of listing. 

For all listed securities, Listing Fees 

for subsequent listings of additional 

shares are calculated starting at the rate 

applicable to the number of shares 

already listed and outstanding 

(including treasury stock and restricted 

stock). Listing Fees for additional 

issuances are calculated according to 

the applicable Listing Fee schedule on a 

per share rate, subject to a minimum 

application fee. 

U.S. Issuers 

For all issuers other than those that 

meet the SEC’s definition of foreign 

private issuer, Listing Fees are 

calculated for each separate class being 

listed based on the total number of 

shares issued and outstanding at the 

time of listing. In this chapter, such 

issuers are referred to as ‘‘U.S. issuers.’’

Foreign Private Issuers 

For issuers that satisfy the SEC’s 

definition of foreign private issuer, 

Listing Fees are calculated for each 

separate class being listed based on the 

number of shares issued and 

outstanding in the United States at the 

time of listing. 

Annual Fees 

Annual Fees are calculated for each 

class or series of security listed based on 

the number of shares issued and 

outstanding, including treasury stock 

and restricted stock. In its first year of 

listing, an issuer is billed at the time of 

listing for Annual Fees that are prorated 

from the listing date through the end of 

the year. At the beginning of each 

subsequent year, the Exchange will 

invoice issuers for Annual Fees 

applicable to that year. 

Calculating Annual Fees 

Annual Fees are calculated on a per 

share basis subject to a minimum fee. 

The Annual Fee is equal to the greater 

of the minimum fee and the fee 

calculated on a per share basis. 

U.S. Issuers 

In order to calculate a U.S. issuer’s 

Annual Fees for each class of security 

listed, the Exchange will include all 

issued and outstanding shares of that 

class as of December 31 of the previous 

year. The Exchange obtains information 

on the number of securities issued and 

outstanding from each issuer’s transfer 

agent. 

Foreign Private Issuers 

In order to calculate a foreign private 

issuer’s Annual Fees, the Exchange will 

calculate a four-quarter average of 

securities issued and outstanding in the 

United States during the preceding year. 

The quarterly average serves to 

recognize the possibility of flow-back 

and flow-in of securities to and from the 

home country market and more 

reasonably reflect the number of 

securities in the United States over the 

course of the year. The Exchange 

obtains information on the number of 

securities issued and outstanding in the 

United States, including securities 

registered in the United States and 

securities held through any U.S. 

nominee, from each issuer’s transfer 

agent and/or ADR depositary bank. 

To the extent that an issuer that is 

being billed as a foreign private issuer 

has a change in status that requires the 

issuer to commence filing U.S. periodic 

and annual reports with the SEC during 

the course of a year, the Exchange will 

bill that issuer as a U.S. issuer at the 

beginning of the first calendar year 

following the issuer’s change in status. 

An issuer that changes its status is not 

subject to new Listing Fees for 

worldwide securities already issued and 

outstanding. 

Total Maximum Fee Payable in a 

Calendar Year 

The total fees that may be billed to an 

issuer in a calendar year are capped at 

$500,000. The fee cap includes most 

Listing Fees and Annual Fees. The fee 

cap, however, does not include the 

following fees: 

• Listing Fees and Annual Fees for 

Investment Company Units 

• Listing Fees and Annual Fees for 

closed-end funds; 

• Listing Fees for structured products; 

and 

• Annual Fees for structured products 

other than retail debt securities. 

The term ‘‘retail debt securities’’

refers to debt securities that are listed 

under the equity criteria set out in 

Section 703.19 and traded on the equity 

floor of the Exchange. 

In the case of transactions involving 

listed issuers (such as the consolidation 

of two listed issuers into a new issuer, 

a merger between a listed issuer and an 

unlisted issuer where the unlisted issuer 

survives or a new issuer is formed, or a 

merger between two listed issuers where 

one listed issuer survives), all Listing 

Fees and Annual Fees paid by listed 

issuers party to the transaction in the 

year, and up to the date, that the 

transaction concludes will be counted 

towards calculating the Total Maximum 

Fee for the ultimate listed issuer in the 

year of the corporate transaction. 

In the case where the ultimate listed 

issuer was previously unlisted, however, 

Listing Fees and Annual Fees paid by 

any listed issuer party to the transaction 

will only be calculated towards the 

Total Maximum Fee for the ultimate 

listed issuer if such issuer lists on the 

Exchange at the time the transaction 

concludes. 

Federal Register / Vol. 70, No. 184 / Friday, September 23, 2005 / Notices 55935 

Refunds of Fees 

Listing Fees and Annual Fees are nonrefundable. 

Cancellation, Retirement or Redemption 

of Securities 

An issuer must promptly advise the 

Exchange of the cancellation, retirement 

or partial or full redemption of listed 

securities. The resulting decrease in the 

number of securities outstanding does 

not reduce the fees an issuer has already 

paid, but will impact future billings. 

902.03 FEES FOR LISTED EQUITY 

SECURITIES 

The Listing Fees and Annual Fees set 

out in this section apply to listings of 

common and preferred equity securities 

by U.S. issuers and foreign private 

issuers. However, the fees in this section 

do not apply to listings of securities 

issued by closed-end funds, or to 

structured products, short-term 

securities, or debt securities. Fees 

applicable to such securities are 

described in Sections 902.04, 902.05, 

902.06 and 902.07, respectively. 

Listing Fees 

Listing Fee Schedule 

When determining Listing Fees, 

calculations are made at each level of 

the schedule up to and including the 

last level applicable to the number of 

shares being listed. The total Listing Fee 

equals the sum of the amounts 

calculated at each level of the schedule. 

For examples of how Listing Fees are 

calculated, please see ‘‘Calculating 

Listing Fees’’ below. The Listing Fee 

schedule for equity securities is as 

follows: 

Number of securities issued Fee per 

share 

Up to and including 75 million .. $0 .0048 

Over 75 million up to and including 300 million ................ 0 .00375 

Over 300 million ....................... 0 .0019 

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. Listing Fees for the following 

types of listings are also calculated 

under the Listing Fee Schedule: 

• 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; 

• Once listed, an issuer lists 

additional shares of a class of 

previously listed securities; or 

• Once listed, an issuer lists a new 

class of preferred stock or warrants. 

These types of listings are not subject 

to the special charge or to the minimum 

or maximum Listing Fees applicable to 

an initial listing of common shares. 

Limitations on Listing Fees 

Limitation on Listing Fees for 

Additional Class of Common Shares, 

including Tracking Stock. An issuer that 

applies to list an additional class of 

common shares at any time will be 

charged a fixed Listing Fee of $5,000 in 

lieu of the per share schedule. Such 

additional class of common shares 

includes, but is not limited to, a tracking 

stock. 

Minimum and Maximum Listing Fees. 

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 special 

charge of $37,500. 

Minimum Listing Fees for Subsequent 

Listing of Additional Securities. The 

minimum application fee for a 

subsequent listing of additional 

securities is $5,000. When listing 

additional securities, an issuer is billed 

Listing Fees in an amount equal to the 

greater of the $5,000 minimum 

supplemental listing application fee and 

the fee calculated on a per share basis. 

This applies to the listing of additional 

shares of an already listed equity 

security or to the listing of an additional 

class of equity security (other than a 

new class of common shares). 

Application Fee for Technical 

Original Listings and Reverse Stock 

Splits. The Exchange applies a $15,000 

application fee for a Technical Original 

Listing (see Section 703.10) 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. For example, a change in a 

company’s state of incorporation or a 

reincorporation or formation of a 

holding company that replaces a listed 

company would be considered a 

Technical Original Listing. The $15,000 

application fee also applies to a reverse 

stock split. 

Fee for Certain Changes and for 

Poison Pills. A $5,000 fee will apply to 

applications for changes that involve 

modifications to Exchange records, for 

example, changes of name, par value, 

title of security or designation, and for 

applications relating to poison pills. 

Maximum Listing Fee for Stock Splits 

and Stock Dividends. Listing fees on 

shares issued in conjunction with stock 

splits and stock dividends are capped at 

$150,000 per split or issuance. 

Maximum Listing Fee for Issuance of 

Additional Shares of a Listed Class. 

Listing Fees on the issuance of 

additional shares of an already listed 

class of stock are capped at $500,000 

per transaction, for example, in the case 

where shares are issued in conjunction 

with a merger or consolidation where a 

listed company survives, subsequent 

public offerings of a listed security and 

conversions of convertible securities 

into a listed security. 

Discounts on Listing Fees. In the case 

of transactions such as a consolidation 

between two or more listed issuers that 

results in the formation of a new issuer 

(where at the conclusion of the 

transaction the new issuer immediately 

lists), or a merger or consolidation 

between a listed issuer and an unlisted 

issuer that results in the unlisted issuer 

surviving or the creation of a new issuer 

(where within 12 months from the 

conclusion of the transaction a 

previously unlisted issuer lists), Listing 

Fees for that newly listed issuer are 

calculated at a rate of 25% of total 

Listing Fees for each class of securities 

being listed (to the extent that total 

calculated listing fee for a class of 

common shares would be greater than 

$250,000, the calculation would be 25% 

of the $250,000 maximum for a new 

listing of common shares). 

The special charge of $37,500 and the 

$150,000 minimum charge applicable 

when an issuer first lists a class of 

common shares do not apply to these 

types of transactions. 

No discount will be applied where a 

listed issuer survives the merger or 

consolidation, or in the case of a 

backdoor listing. See Section 703.08(F) 

for a discussion of back door listings. 

Listing Fees for Pre-emptive Rights. 

Preemptive rights representing equity 

securities are not subject to a separate 

Listing Fee. As of the date that 

preemptive rights are exercised, Listing 

Fees will accrue on the securities issued 

and the issuer will be billed for those 

Listing Fees at the beginning of the 

following year. 

Calculating Listing Fees 

Treasury stock, restricted stock and 

shares issued in conjunction with the 

exercise of an over-allotment option, if 

applicable, are included in the number 

of shares an issuer is billed for at the 

time a security is first listed. 

The following are examples of how 

Listing Fees would be calculated in the 

case of an original listing and 

subsequent additional issuance of 

common shares for U.S. and foreign 

private issuers. 

55936 Federal Register / Vol. 70, No. 184 / Friday, September 23, 2005 / Notices 

U.S. Issuer 

Example A: A U.S. issuer listing 

300,500,000 common shares in the 

context of an initial public offering or 

transfer from another market would pay 

total Listing Fees of $250,000 as follows: 

• The special one-time charge is 

$37,500. 

• The Listing Fee for the first 75 

million shares is calculated at the rate 

of $0.0048 per share. 

• The Listing Fee for the next 225 

million shares is calculated at the rate 

of $0.00375 per share. 

• The Listing Fee for the last 500,000 

shares is calculated at a rate of $0.0019 

per share. 

• Since Listing Fees on an original 

listing of the primary class of Common 

Shares are subject to a maximum fee of 

$250,000 and the calculated amount 

exceeds this maximum, the Listing Fee 

will be $250,000. 

Example B: The same issuer 

subsequently applies to list an 

additional 100 million shares of 

common stock that are immediately 

issued. The issuer will pay total Listing 

Fees of $190,000 for the subsequent 

listing. Since the company has already 

paid Listing Fees on more than 300 

million shares, the Listing Fee for the 

additional 100 million shares is 

calculated at the rate of $0.0019 per 

share. 

Foreign Private Issuer 

Example C: A foreign private issuer 

listing 125 million ADRs representing 

ordinary shares as part of a worldwide 

500 million share offering, assuming 

that all 125 million ADRs are issued in 

the United States, will pay total Listing 

Fees of $250,000 as follows: 

• The special one-time charge is 

$37,500. 

• The Listing Fee for the first 75 

million ADRs is calculated at the rate of 

$0.0048 per ADR. 

• The Listing Fee for the next 50 

million shares is calculated at the rate 

of $0.00375 per ADR. 

• Since Listing Fees on an original 

listing of the ADRs are subject to a 

maximum fee of $250,000 and the 

calculated amount exceeds this 

maximum, the Listing Fee will be 

$250,000. 

Example D: The same issuer 

subsequently applies to list an 

additional 50 million ADRs that are 

immediately issued in the United States. 

The issuer will pay total Listing Fees of 

$187,500 for the subsequent listing. 

Since the company has already paid 

Listing Fees on 125 million ADRs, 

Listing Fees for the additional 50 

million ADRs are calculated at the rate 

of $0.00375 per ADR. 

The calculations set out in Examples 

C and D also apply to listings by foreign 

private issuers of ordinary shares, NY 

registered shares, and global shares. 

Annual Fees 

Annual Fee Schedule 

The Annual Fee for each class of 

equity security listed is equal to the 

greater of the minimum fee or the fee 

calculated on a per share basis: 

Type of security Minimum 

fee 

Fee per 

share 

Primary class of common shares .......................................................................................................................................... 438,000 $0.00093 

Each additional class of common shares (including tracking stock) .................................................................................... 20,000 0.00093 

Primary class of preferred stock (if no class of common shares is listed) ........................................................................... 38,000 0.00093 

Each additional class of preferred stock (whether primary class is common or preferred stock) ........................................ 5,000 0.00093 

Each class of warrants .......................................................................................................................................................... 5,000 0.00093 

To the extent that an issuer has more 

than one class of common shares listed, 

the class with the greatest number of 

shares outstanding will be deemed the 

primary class of common shares. The 

same analysis is applicable where an 

issuer has more than one class of 

preferred stock listed, but no class of 

common shares listed. Where an issuer 

lists a class of common shares, as well 

as a class of preferred stock, Annual 

Fees on the preferred stock will be billed 

at the rate applicable to an additional 

class of preferred stock. 

In the case of transactions involving 

listed companies (such as a 

consolidation between two or more 

listed issuers that results in the 

formation of a new issuer, or a merger 

or consolidation between a listed issuer 

and an unlisted issuer that results in the 

unlisted issuer surviving or the creation 

of a new issuer), where at the conclusion 

of the transaction a previously unlisted 

issuer immediately lists, Annual Fees 

will not be charged to that new issuer 

for the year in which it lists to the extent 

that the transaction concludes after 

March 31. To the extent that the 

transaction concludes on or before 

March 31 in any calendar year, 

however, the newly listing issuer will be 

charged pro rata Annual Fees from the 

date of listing to the end of the year, 

subject to the Total Maximum Fee. 

In addition, to the extent that a listed 

company is involved in a consolidation 

between two or more listed companies 

that results in the formation of a new 

issuer, or a merger or consolidation 

between a listed company and an 

unlisted issuer that results in the 

unlisted issuer surviving or the creation 

of a new issuer, or a merger between two 

listed issuers where one listed issuer 

survives, and the transaction concludes 

on or before March 31 in any calendar 

year, the non-surviving listed 

company(ies) will only be subject to pro 

rata Annual Fees for that year through 

the date of the conclusion of the 

transaction. To the extent that the 

transaction concludes after March 31, 

the non-surviving listed company(ies) 

will be subject to full Annual Fees for 

that year. 

902.04 FEES FOR LISTING 

SECURITIES OF CLOSED-END FUNDS 

The Listing Fees and Annual Fees set 

out in this section apply to equity 

securities of closed-end funds. 

Original Listing Fee Schedule 

This Listing Fee Schedule is 

applicable when a closed-end fund first 

lists a class of common stock, or first 

lists a class of preferred stock in a case 

where common stock is not already 

listed. 

Number of securities issued Total listing fee 

Up to and including 10 million ...... $20,000 

Over 10 million up to and including 20 million ............................. 30,000 

Over 20 million ............................. 40,000 

Listing Fee Schedule for Listing of 

Additional Securities 

In the case of the following types of 

additional listings, Listing Fees are 

calculated on a per share basis for each 

class according to the Listing Fee 

schedule below: 

• At the time it first lists, a closed-end 

fund lists one or more classes of 

preferred stock or warrants in addition 

to a primary class of common stock or 

preferred stock; 

• Once listed, a closed-end fund lists 

additional shares of a class of 

previously listed securities; or 

Federal Register / Vol. 70, No. 184 / Friday, September 23, 2005 / Notices 55937 

• Once listed, a closed-end fund lists 

a new class of preferred stock or 

warrants. 

To the extent that an issuer lists more 

than one class of the same type of 

security, the class with the greatest 

number of shares issued will be deemed 

the primary class. 

When determining Listing Fees, 

calculations are made at each level of 

the schedule up to the last level 

applicable to the number of securities 

being listed. The total Listing Fee equals 

the sum of the amounts calculated at 

each level of the schedule. For examples 

of how Listing Fees are calculated, 

please see ‘‘Calculating Listing Fees’’

below. 

Number of securities issued Fee per 

share 

Up to and including 2 million .... $0 .01475 

Over 2 million up to and including 4 million ........................... 0 .0074 

Over 4 million up to and including 300 million ....................... 0 .0035 

Over 300 million ....................... 0 .0019 

Limitations on Listing Fees 

Fund Family Discount. If two or more 

closed-end funds from the same fund 

family list at approximately the same 

time, the Exchange will cap the 

collective Listing Fee for those funds at 

$75,000. The Exchange will consider 

funds from the same fund family to be 

listing at approximately the same time 

if an issuer provides notice that such 

funds will be listed as part of the same 

transaction. A fund family consists of 

closed-end funds with a common 

investment adviser or investment 

advisers who are ‘‘affiliated persons’’ as 

defined in Section 2(a)(3) of the 

Investment Company Act of 1940, as 

amended. 

Limitation on Listing Fees for 

Additional Class of Common Shares. A 

closed-end fund that applies to list a 

new class of common shares in addition 

to its primary class will be charged a 

fixed Listing Fee of $5,000 in lieu of the 

per share schedule. 

Minimum Listing Fee for Subsequent 

Listing of Additional Securities. The 

minimum application fee for a 

subsequent listing of additional 

securities is $2,500. When listing 

additional securities, an issuer is billed 

Listing Fees in an amount equal to the 

greater of the $2,500 minimum 

supplemental listing application fee and 

the fee calculated on a per share basis. 

This applies to the listing of additional 

shares of an already listed equity 

security or to the listing of an additional 

class of equity security (other than a 

new class of common shares). 

Fee for Certain Changes. A $2,500 fee 

will apply to applications for changes 

that involve modifications to Exchange 

records, for example, changes of name, 

par value, title of security or 

designation. 

Application Fee for Technical 

Original Listings and Reverse Stock 

Splits. The Exchange applies a $15,000 

application fee for a Technical Original 

Listing (see Section 703.10) if the 

change in the issuer’s status is technical 

in nature and the shareholders of the 

original issuer receive or retain a sharefor-share interest in the new issuer 

without any change in their equity 

position or rights. For example, a 

change in a closed-end fund’s state of 

incorporation or a reincorporation or 

formation of a holding company that 

replaces a listed closed-end fund would 

be considered a Technical Original 

Listing. The $15,000 application fee also 

applies to a reverse stock split. 

Maximum Listing Fee for Stock Splits 

and Stock Dividends. Listing fees on 

shares issued in conjunction with stock 

splits and stock dividends are capped at 

$150,000 per split or issuance. 

Maximum Listing Fee for Issuance of 

Additional Shares of a Listed Class. 

Listing Fees on the issuance of 

additional shares of an already listed 

class of stock are capped at $500,000 

per transaction, for example, in the case 

where shares are issued in conjunction 

with a merger or consolidation where a 

listed company survives, subsequent 

public offerings of a listed security and 

conversions of convertible securities 

into a listed security. 

Discounts on Listing Fees. In the case 

of transactions such as a consolidation 

between two or more listed issuers that 

results in the formation of a new issuer, 

or a merger or consolidation between a 

listed issuer and an unlisted issuer that 

results in the unlisted issuer surviving or 

the creation of a new issuer, where at 

the conclusion of the transaction a 

previously unlisted issuer immediately 

lists, Listing Fees for that new issuer are 

calculated at a rate of 25% of total 

Listing Fees for each class of securities 

being listed (to the extent that total 

calculated listing fee for a class of 

common stock would be greater than 

$250,000, the calculation would be 25% 

of the $250,000 maximum for a new 

listing of common stock). 

No discount will be applied where a 

listed issuer survives the merger or 

consolidation, or in the case of a 

backdoor listing. See Section 703.08(F) 

for a discussion of back door listings. 

Listing Fees for Pre-emptive Rights. 

Preemptive rights representing equity 

securities are not subject to a separate 

Listing Fee. As of the date that 

preemptive rights are exercised, Listing 

Fees will accrue on the securities issued 

and the issuer will be billed for those 

Listing Fees at the beginning of the 

following year. 

Calculating Listing Fees 

Treasury stock, restricted stock and 

shares issued in conjunction with the 

exercise of an over-allotment option, if 

applicable, are included in the number 

of shares a closed-end fund is billed for 

at the time a security is first listed. 

The following are examples of how 

Listing Fees would be calculated by a 

closed-end fund in the case of an 

original listing and a subsequent 

additional issuance of common stock: 

Example A: A closed-end fund listing 

50 million common shares in the 

context of an initial public offering or 

transfer from another market would pay 

total Listing Fees of $40,000. 

Example B: The same closed-end fund 

subsequently applies to list an 

additional 5 million shares of common 

stock that are immediately issued. The 

closed-end fund will pay total Listing 

Fees of $17,500 for the subsequent 

listing. Since the closed-end fund 

already has 50 million shares 

outstanding, the Listing Fee for the 

additional 5 million shares is calculated 

at a rate of $0.0035 per share. 

Annual Fees 

Annual Fee Schedule for Primary Listed 

Security 

The following Annual Fee Schedule is 

applicable to a closed-end fund’s 

primary class of listed security (common 

stock, or preferred stock if no common 

stock is listed) and is equal to the 

greater of the minimum fee or the fee 

calculated on a per share basis: 

Per Share Rate $0.00093 per share 

Minimum Fee $25,000 

Additional Classes of Listed Equity 

Issues 

The Annual Fee for equity issues 

other than the primary class of security 

listed is the greater of the minimum or 

the fee calculated on a per share basis: 

Per Share Rate $0.00093 per share 

Minimum Fee $5,000 

To the extent that a closed-end fund 

has more than one class of common 

shares listed, the class with the greatest 

number of shares outstanding will be 

deemed the primary class of common 

shares. The same analysis is applicable 

where a closed-end fund has more than 

one class of preferred stock listed, but 

no class of common shares listed. Where 

a closed-end fund lists a class of 

common shares, as well as a class of 

preferred stock, Annual Fees on the 

55938 Federal Register / Vol. 70, No. 184 / Friday, September 23, 2005 / Notices 

preferred stock will be billed at the rate 

applicable to an additional class of 

preferred stock. 

Limitations on Annual Fees 

Fund families that list between 3 and 

14 closed-end funds will receive a 5% 

discount off the calculated Annual Fee 

for each fund listed, and those with 15 

or more listed closed-end funds will 

receive a discount of 15%. No fund 

family shall pay aggregate Annual Fees 

in excess of $1,000,000 in any given 

year. 

In the case of transactions involving 

listed issuers (such as a consolidation 

between two or more listed issuers that 

results in the formation of a new issuer, 

or a merger or consolidation between a 

listed issuer and an unlisted issuer that 

results in the unlisted issuer surviving or 

the creation of a new issuer), where at 

the conclusion of the transaction a 

previously unlisted issuer immediately 

lists, Annual Fees will not be charged to 

that new issuer for the year in which it 

lists to the extent that the transaction 

concludes after March 31. To the extent 

that the transaction concludes on or 

before March 31 in any calendar year, 

however, the newly listing issuer will be 

charged pro rata Annual Fees from the 

date of listing to the end of the year. 

In addition, to the extent that a listed 

issuer is involved in a consolidation 

between two or more listed companies 

that results in the formation of a new 

issuer, or a merger or consolidation 

between a listed issuer and an unlisted 

issuer that results in the unlisted issuer 

surviving or the creation of a new issuer, 

or a merger between two listed issuers 

where one listed issuer survives, and the 

transaction concludes on or before 

March 31 in any calendar year, the nonsurviving listed issuer(s) will only be 

subject to pro rata Annual Fees for that 

year through the date of the conclusion 

of the transaction. To the extent that the 

transaction concludes after March 31, 

the non-surviving listed issuer(s) will be 

subject to full Annual Fees for that year. 

902.05 Fees for Listing Structured 

Products 

The Listing Fees and Annual Fees set 

out in this section apply to structured 

products listed under Section 703.18, 

the equity criteria set out in Section 

703.19, and Section 703.21, and traded 

on the equity floor of the Exchange. The 

term ‘‘retail debt securities’’ refers to 

debt securities that are listed under the 

equity criteria set out in Section 703.19 

and traded on the equity floor of the 

Exchange. 

For fees applicable to structured 

products listed under the debt criteria 

set out in Section 703.19 and traded on 

the Automated Bond System, see 

Section 902.06. In addition, for fees 

applicable to structured products with a 

term of seven years or less, see Section 

902.07. 

Listing Fees 

Listing Fee Schedule 

The Listing Fee billed to an issuer 

when it lists securities is based on the 

number of shares issued at the time of 

listing. For an issuer of a structured 

product that lists a dollar amount of 

securities, an implied number of shares 

will be calculated by dividing the 

aggregate dollar amount of securities 

being listed by the denomination of 

such securities. 

When determining Listing Fees, 

calculations are made at each level of 

the schedule up to and including the 

last level applicable to the number of 

shares being listed. The total Listing Fee 

equals the sum of the amounts 

calculated at each level of the schedule. 

For examples of how Listing Fees are 

calculated, please see ‘‘Calculating 

Listing Fees’’ below. 

Number of securities issued Fee per 

share 

Up to and including 2 million ...... $0.01475 

Over 2 million up to and including 4 million ............................. 0.0074 

Over 4 million up to and including 300 million ......................... 0.0035 

Over 300 million ......................... 0.0019 

These fees apply the first time an 

issuer lists a structured product, as well 

as to the subsequent listing of additional 

shares of listed structured products or 

the listing of a new class of structured 

product. The Exchange treats each 

series of structured product as a 

separate issue. 

Limitations on Listing Fees 

Maximum Listing Fees for Retail Debt 

Securities. The maximum amount of 

Listing Fees that will be billed to an 

issuer listing retail debt securities in a 

calendar year is $500,000. 

Minimum Listing Fee for Subsequent 

Listing of Additional Securities. The 

minimum application fee for a 

subsequent listing of additional 

securities is $2,500. When listing 

additional securities, an issuer is billed 

Listing Fees in an amount equal to the 

greater of the $2,500 minimum 

supplemental listing application fee and 

the fee calculated on a per share basis. 

This applies to the listing of additional 

shares of an already listed security or to 

the listing of an additional class of 

security. 

Fee for Certain Changes. A $2,500 fee 

will apply to applications for changes 

that involve modifications to Exchange 

records, for example, changes of name, 

par value, title of security or 

designation. 

Calculating Listing Fees 

Shares issued in conjunction with the 

exercise of an over-allotment option, if 

applicable, are included in the number 

of shares an issuer is billed for at the 

time a security is first listed. 

The following are examples of how 

Listing Fees would be calculated in the 

case of an original listing and a 

subsequent additional issuance of a 

structured product, such as a trust 

preferred security: 

Example A: An issuer of trust 

preferred securities listing 10 million 

shares in the context of an initial public 

offering or transferring such securities 

from another market would pay total 

Listing Fees of $65,300 as follows: 

• The Listing Fee for the first 2 

million shares is calculated at the rate 

of $0.01475 per share. 

• The Listing Fee for the next 2 

million shares is calculated at the rate 

of $0.0074 per share. 

• The Listing Fee for the next 6 

million shares is calculated at the rate 

of $0.0035 per share. 

Example B: The same issuer 

subsequently applies to list an 

additional 5 million shares of the same 

structured product that are immediately 

issued. The issuer will pay total Listing 

Fees of $17,500 for the subsequent 

listing. Since the issuer has already paid 

Listing Fees on 10 million shares, the 

Listing Fee for the additional 5 million 

shares is calculated at the rate of 

$0.0035 per share. 

Annual Fees 

Annual Fee Schedule 

Annual Fees are based on the total 

number of securities outstanding per 

listed issue. The Annual Fee is equal to 

the greater of the minimum fee or the 

fee calculated on a per share basis. 

Per Share Rate $0.00093 per share 

Minimum Fee $5,000 

Limitation on Annual Fees on 

Repackaged Securities. 

Any issue of Repackaged Securities 

will be subject to the Annual Fee 

schedule in effect at the time of listing 

of such issue, regardless of any changes 

to the fee schedule made thereafter. For 

purposes of this section, Repackaged 

Securities are securities listed under 

Section 703.19, issued by a trust with a 

term of years, where the assets of the 

trust consist primarily of underlying 

fixed-income securities, and where the 

trust is funded (or a reserve is created) 

at issuance to cover the trust’s principal 

Federal Register / Vol. 70, No. 184 / Friday, September 23, 2005 / Notices 55939 

obligations and associated expenses 

during the life of the Repackaged 

Securities. 

Annual Fees for Retail Debt Securities 

As set out in Section 902.02, the 

$500,000 Total Maximum Fee billable to 

an issuer in a calendar year includes all 

Annual Fees billed to an issuer for listed 

retail debt securities. 

902.06 Listing Fees for Short Term 

Securities 

The Listing Fees and Annual Fees in 

this section apply to ‘‘short-term’’

securities, or those securities having a 

term of seven years or less, such as, but 

not limited to, warrants representing 

equity securities, index warrants, foreign 

currency warrants, contingent value 

rights and structured products. 

Listing Fees 

When determining Listing Fees, 

calculations are made at each level of 

the schedule up to and including the 

last level applicable to the number of 

shares being listed. The total Listing Fee 

equals the sum of the amounts 

calculated at each level of the schedule. 

For examples of how Listing Fees are 

calculated, please see ‘‘Calculating 

Listing Fees’’ below. 

Number of securities issued Fee per 

share 

Up to and including 2 million .... $0.007375 

Over 2 million up to and including 4 million ........................... 0.0037 

Over 4 million up to and including 300 million ....................... 0.00175 

Over 300 million ....................... 0.00095 

These fees apply to the original listing 

of short-term securities, as well as to the 

subsequent listing of additional shares 

of listed short-term securities or the 

listing of a new class of short-term 

security. The Exchange treats each 

series of short-term security as a 

separate issue. 

Limitations on Listing Fees 

Minimum Listing Fee for Subsequent 

Listing of Additional Securities. The 

minimum application fee for a 

subsequent listing of additional 

securities is $2,500. When listing 

additional securities, an issuer is billed 

Listing Fees in an amount equal to the 

greater of the $2,500 minimum 

supplemental listing application fee and 

the fee calculated on a per share basis. 

This applies to the listing of additional 

shares of an already listed security or to 

the listing of an additional class of 

security. 

Fee for Certain Changes. A $2,500 fee 

will apply to applications for changes 

that involve modifications to Exchange 

records, for example, changes of name, 

par value, title of security or 

designation. 

Calculating Listing Fees 

Shares issued in conjunction with the 

exercise of an over-allotment option, if 

applicable, are included in the number 

of shares an issuer is billed for at the 

time a security is first listed. 

The following are examples of how 

Listing Fees would be calculated in the 

case of an original listing and a 

subsequent additional issuance of a 

short-term security, such as index 

warrants: 

Example A: An issuer listing 10 

million index warrants in the context of 

an initial public offering or transferring 

such securities from another market 

would pay total Listing Fees of $32,650 

as follows: 

• The Listing Fee for the first 2 

million shares is calculated at the rate 

of $0.007375 per share. 

• The Listing Fee for the next 2 

million shares is calculated at the rate 

of $0.0037 per share. 

• The Listing Fee for the next 6 

million shares is calculated at the rate 

of $0.00175 per share. 

Example B: The same issuer 

subsequently applies to list an 

additional 5 million shares of the same 

security that are immediately issued. 

The issuer will pay total Listing Fees of 

$8,750 for the subsequent listing. Since 

the company has already paid Listing 

Fees on 10 million shares, the Listing 

Fee for the additional 5 million index 

warrants is calculated at the rate of 

$0.00175 per share. 

Annual Fees 

Annual Fees are based on the total 

number of securities outstanding per 

listed issue. The Annual Fee is equal to 

the greater of the minimum fee or the 

fee calculated on a per share basis. 

Per Share Rate $0.00093 per share 

Minimum Fee $5,000 

902.07 Fees for Listing Investment 

Company Units 

The Listing Fees and Annual Fees set 

out in this section apply to Investment 

Company Units listed under Section 

703.16. 

Listing Fees 

A flat Listing Fee of $5,000 will be 

applied at the time a series of 

Investment Company Units first lists on 

the Exchange. 

Annual Fees 

A flat Annual Fee of $2,000 will apply 

to each series of Investment Company 

Units listed on the Exchange. 

902.08 Listing Fees for Debt Securities 

This fee schedule applies to bonds 

and other fixed income debt securities 

that list on the Exchange, including debt 

securities that list under the debt 

standard in Section 703.19 and trade on 

the Automated Bond System. 

Debt of NYSE equity issuers and 

affiliated companies* NO FEE 

Debt of issuers exempt from registration 

under Securities and Exchange Act of 

1934 NO FEE 

All other debt securities—New issues 

$50 per million principal amount or 

fraction thereof. Minimum per issue 

$2,500—Issues outstanding one year 

or more 

$25 per million principal amount or 

fraction thereof. Minimum per issue 

$1,250 

(For zero-coupon issues the principal 

amount is based on total proceeds 

received by the issuer.) 

* The Exchange shall determine on a 

case-by-case basis whether a company 

is related to an issuer in a manner that 

qualifies the company as an ‘‘affiliated 

Company.’’

The following applies to Non-NYSE 

equity companies: 

(1) In the case of relisting a previously 

listed issue so as to change the obligor 

or guarantor, a fee of $2,500 shall apply. 

(2) In the case of a shelf registration 

application, a fee of $1,400 shall apply, 

which shall be applied toward the total 

listing fee. 

(3) In the case of American Depositary 

Receipts (‘‘ADRs’’) that represent debt of 

a foreign company or sovereign, the 

principal amount of such shall be 

calculated as follows: 

(a) If the issue is only available 

through a single offering, the principal 

amount shall be deemed to equal 10 

percent of the U.S. dollar value of the 

worldwide outstanding float. 

(b) If future offerings may be added to 

the issue, the principal amount shall be 

deemed to equal 12.5 percent of the U.S. 

dollar value of the worldwide 

outstanding float. 

[902.02 Schedule of Current Listing 

Fees 

Each Listing Application submitted to 

the Exchange should be accompanied by 

a check to the order of the New York 

Stock Exchange, Inc. for the fees payable 

at that time. A Listing Fee Agreement, 

in which the Company undertakes to 

pay initial and continuing annual fees, 

should accompany the application, 

unless such an agreement in the form 

shown in Para. 902.01 has previously 

been filed with the Exchange. 

It is suggested that the calculation of 

the fees be checked in advance with the 

55940 Federal Register / Vol. 70, No. 184 / Friday, September 23, 2005 / Notices 

Exchange where there is any question as 

to the amount of the fee payable. All 

fees will be calculated to the nearest 

dollar. 

There is a $1 million cap on listing 

fees per issuer in any given calendar 

year. This fee cap includes and 

encompasses all classes of securities 

except derivatives issued by listed 

companies as part of their capital 

structure. This cap will not apply to 

closed-end funds. 

A. Original Listing Fee 

A special charge of $36,800 in 

addition to initial fees (described below) 

is payable in connection with the 

original listing of a company’s stock. In 

any event, each issuer is subject to a 

minimum original listing fee of 

$150,000 inclusive of the special charge 

referenced in the preceding sentence. 

The special charge is also applicable 

to an application which in the opinion 

of the Exchange is a ‘‘back-door listing’’. 

See Para. 703.08 (F) for definition. 

Original listings of closed-end funds 

are not subject to either the special 

charge or to the minimum original 

listing fee. Closed end funds will 

instead pay an original listing fee based 

on the number of shares outstanding 

upon listing. Closed-end funds with up 

to 10 million shares outstanding will be 

subject to a $20,000 original listing fee, 

closed-end funds with greater than 10 

million shares up to 20 million shares 

outstanding will be subject to a $30,000 

original listing fee, and closed-end 

funds with more than 20 million shares 

outstanding will be subject to a $40,000 

original listing fee. Original listings of 

closed-end funds are also not subject to 

the initial fees described below. 

If two or more closed-end funds from 

the same fund family list at the same 

time, the Exchange will cap the 

collective original listing fee for those 

funds at $75,000. A fund family consists 

of closed end funds with a common 

investment adviser or investment 

advisers who are ‘‘affiliated persons’’ as 

defined in Section 2(a)(3) of the 

Investment Company Act of 1940, as 

amended. 

B. Initial Fee 

The initial fee schedule applies to 

original listings,** other than to original 

listings of closed-end funds as described 

above, and to the listing of additional 

shares of an already listed class of 

stock,* new issues of preferred stock, 

warrants, or similar securities which are 

the subject of subsequent applications. 

New issues of additional classes of 

common stock of listed companies will 

be charged a fixed initial fee of $5,000 

in lieu of the per share schedule. 

Each stock or warrant—and in the 

case of preferred stock, each series—

shall be regarded as a separate issue. 

Each application must cover the 

maximum number of shares that may be 

issued involving the particular 

transaction in question. However, the 

initial fee payable at the time of 

consideration of an application will 

cover only the determinable number of 

shares to be issued at or about that time. 

The balance of any initial fee under this 

schedule will accrue when subsequent 

issuance is made of shares not issued 

and paid for at the time that application 

is considered. This covers items like 

future issuances of shares for stock 

options, employee stock plans, 

conversion of other securities, 

contingencies, etc. Billing for such 

accrued initial fees is made as soon as 

possible following the close of the 

calendar year. Payment shall be made 

within 30 days of date upon receipt of 

invoice. 

The initial fee shall be paid on shares 

issued at the time of billing by the 

Exchange. The subsequent reacquisition 

by the company and/or surrender to it 

for exchange, cancellation, or retirement 

shall not reduce this fee. The Exchange 

should be advised of shares cancelled. 

The shares authorized for listing on the 

Exchange should be reduced by the 

number of shares cancelled as well as by 

the shares no longer required to be 

issued under a specific plan for which 

an application was previously filed with 

the Exchange. 

The pertinent initial fees per million 

shares are: 

Fee bracket Initial fee 

1st and 2nd million shares ........... $14,750 

3rd and 4th million shares ............ 7,400 

5th up to 300 million shares ......... 3,500 

In excess of 300 million shares .... 1,900 

Reduced Initial Fee—A fee of $15,000 

will apply to a company which either 

changes its state of incorporation or 

reincorporates, forms a holding 

company which replaces a listed 

company or has a reverse stock split. 

This fee will be applicable only if the 

change in the company’s status is 

technical in nature and providing also 

that shareholders of the original 

company receive a share-for-share 

interest in the new company without 

any change in their equity position or 

rights. 

Amalgamations are calculated at 25% 

of the applicable basic initial fee. An 

amalgamation is defined as the listing of 

shares resulting from merger or 

consolidation of two or more listed 

companies into a new company or into 

an unlisted company that becomes 

listed. 

Mergers between an unlisted 

company and a listed company (other 

than back door listings (as defined in 

para.703.08(E))—If listing occurs within 

12 months of the merger, 25% of the 

applicable basic initial fee, except 

during the first year following the listed 

company’s original listing, where the fee 

shall be the lesser of (1) 25% of the 

applicable basic initial fee or (2) the full 

fee less a credit for the fee the listed 

company paid at the time of its initial 

listing. 

In all other circumstances, the full 

initial fee rate will apply. For example: 

where a change in a listed security is 

effected which in the opinion of the 

Exchange in effect represents a new 

issue or class of security, or where the 

rights or privileges or the identities of 

previous shareholders are altered. 

Minimum Initial Fee—The minimum 

fee for the consideration of an 

application is $2,500. Credit against 

initial fees will be limited to the 

determinable number of shares to be 

issued at or about the time the 

application is processed where the 

minimum fee applies. 

The minimum initial fee of $2,500 

will apply for changes such as change 

of name, change of par value, the title 

of the security, etc., since these require 

changes in Exchange records. 

* Fees on shares issued in conjunction 

with stock splits are capped at $250,000 

per split and at $500,000 for all splits 

over a rolling three calendar-year 

period. Fees on shares issued in 

conjunction with a merger or 

acquisition (other than amalgamations) 

are capped at $500,000. 

** Fees on shares listed in 

conjunction with the original listing are 

limited to $250,000 per company, 

inclusive of the special charge and 

encompassing all classes of securities. 

C. Continuing Annual Fee 

This annual fee is payable each year 

on each equity security listed on the 

Exchange and subject to the continuing 

annual fee schedule. A newly listed 

Company is billed upon listing 

(prorated based upon the number of 

days from the listing date through the 

end of the year. In January of each year 

a billing for the continuing annual 

listing fee covering the following twelve 

months is made.) 

Per Share Calculation—All issued 

shares including treasury shares are 

included in the calculation. 

Continuing Annual Fees (Effective 

January 1, 2003) 

Per Share Rate $930 per million 

Federal Register / Vol. 70, No. 184 / Friday, September 23, 2005 / Notices 55941 

Minimum Fee $35,000 

The continuing annual fees for closed 

end funds are as follows: 

Closed-end funds will pay at a rate of 

$930 per million shares, subject to a 

minimum annual fee of $25,000. Fund 

families with between 3 and 14 closedend funds listed will receive a 5% 

discount off the calculated continuing 

annual fee for each fund listed, and 

those with more than 14 listed closedend funds will receive a discount of 

15%. No fund family shall pay aggregate 

continuing annual fees in excess of $1 

million in any one year.* 

* In SR–NYSE–2003–33 (February 11, 

2004), the Exchange eliminated a fee 

policy under which shares subject to 

continuing annual fees for a period of 15 

consecutive years became exempt from 

further fees. The Exchange is phasing-in 

increases in fees for closed-end funds 

that were previously eligible for the 15- 

year exemption so that closed-end funds 

that are affected by the elimination will 

pay only 50% of increased fees in fiscal 

year 2004 and 100% in fiscal year 2005 

and afterwards. 

Companies with more than one class 

of common stock will pay a minimum 

fee of $35,000 for the class with the 

greatest number of shares outstanding, 

with a minimum fee of $20,000 

applicable to each additional class. 

Additional classes of common stock 

are subject to this schedule for 

continuing fees. 

Computation of Fee—Other Equity 

Issues—The fee is the greater of the 

minimum of $5,000 per issue or the fee 

calculated on a per share basis. All 

issued shares are included in the 

calculation. 

Special Rule for Repackaged Securities 

Any issue of Repackaged Securities 

(as defined below), will be subject to the 

continuing annual fee schedule in effect 

at the time of listing of such issue, 

regardless of any changes to the fee 

schedule made thereafter. For the 

purpose of this Para. 902.02.C, 

Repackaged Securities are securities 

listed under Para. 703.19 of this Manual, 

issued by a trust with a term of years, 

where the assets of the trust consist 

primarily of underlying fixed-income 

securities, and where the trust is funded 

(or a reserve is created) at issuance to 

cover the trust’s principal obligations 

and associated expenses during the life 

of the Repackaged Securities. 

Overall Fee Cap 

In calculating the continuing listing 

fee for a listed company, the fees for all 

classes (or series) of listed securities of 

the company, excluding derivative 

products, fixed income products, and 

closed-end funds, are aggregated and the 

total continuing listing fee is capped at 

$500,000. 

Per Share Rates—Same as those 

applicable to common stock. 

D. Supplements 

A fee of $430 will be made for 

processing information statements 

which are supplements to previous 

applications relating to minor changes 

where no action by the Exchange is 

involved. 

2. Fees for Bonds and Similar Securities 

Debt Listing Fees 

The fee schedule applies to bonds and 

other fixed income debt securities that 

list for trading on the Exchange 

Debt of NYSE equity issuers and 

affiliated companies*—NO FEE 

Debt of issuers exempt from registration 

under Securities and Exchange Act of 

1934—NO FEE 

All other debt securities—New issues 

$50 per million principal amount or 

fraction thereof. Minimum per issue 

$2,500—Issues outstanding one-year 

or more 

$25 per million principal amount or 

fraction thereof. Minimum per issue 

$1,250 

(For zero-coupon issues principal 

amount based on total proceeds 

received by the issuer.) 

* The Exchange shall determine on a 

case-by-case basis whether a company is 

related to an issuer in a manner that 

qualifies the company as an ‘‘affiliated 

Company.’’

The following applies to Non-NYSE 

equity companies: 

(1) In the case of relisting a previously 

listed issue so as to change the obligor 

or guarantor, a fee of $2,500 shall apply. 

(2) In the case of a shelf registration 

application, a fee of $1,400 shall apply, 

which shall be applied toward the total 

listing fee. 

(3) In the case of American Depositary 

Receipts (‘‘ADRs’’) that represent debt of 

a foreign company or sovereign, the 

principal amount of such shall be 

calculated as follows: 

(a) If the issue is only available 

through a single offering, the principal 

amount shall be deemed to equal 10 

percent of the U.S. dollar value of the 

worldwide outstanding float. 

(b) If future offerings may be added to 

the issue, the principal amount shall be 

deemed to equal 12.5 percent of the U.S. 

dollar value of the worldwide 

outstanding float. 

902.03 Short-Term Securities 

Fees for Short-Term Securities 

Short-term securities are defined by 

the Exchange as those securities having 

a term of seven years or less (e.g. index 

warrants, foreign currency warrants, 

contingent value rights, etc.) 

A. Short-Term Securities Initial Fees 

The initial fee schedule applies to the 

original listing of short-term securities, 

and any additional short-term securities 

which are the subject of subsequent 

applications. 

Each short-term security series shall 

be regarded as a separate issue. 

Initial fee security issue Per 

million 

1st and 2nd million ....................... $7,375 

3rd and 4th million ........................ 3,700 

5th and up to 300 million .............. 1,750 

In Excess of 300 million ............... 950 

B. Short-Term Securities Continuing 

Annual Fees 

(Effective January 1, 2003) 

An annual fee is payable each year on 

each short-term security listed on the 

Exchange and subject to the continuing 

annual fee schedule. Following an 

initial proration period short-term 

securities will be billed in January of 

each year and will be billed for the 

forthcoming 12 months. 

Per Share Rate: $930 per million 

Minimum Fee per Issue: $5,000 

902.04 Overseas Companies 

Rule: 

A. Original Listing Fees 

There are original and continuing 

annual fees associated with a New York 

Stock Exchange listing. The following 

highlights these fees which are based 

upon either the number of ordinary 

shares or ADR’s (or similar securities) 

issued in the United States. 

Schedule of Original Listing Fees 

(effective September 8, 1989): 

Original Fee plus $36,800 

Shares or ADRs Issued: Per Million (or 

similar securities) 

1st and 2nd million: $14,750 

3rd and 4th million: $7,400 

5th up to 300 million: $3,500 

In excess of 300 million: $1,900 

Minimum Fee: $150,000 

Maximum Fee: $250,000 

Fees for non-U.S. companies whose 

ordinary shares or ADRs (or similar 

securities) are traded in the U.S. are 

based on the number of shares or ADRs 

actually issued and outstanding in the 

U.S. 

55942 Federal Register / Vol. 70, No. 184 / Friday, September 23, 2005 / Notices 

5Telephone conversation between Susie Cho, 

Special Counsel, Jan Woo, Attorney, Division of 

Market Regulation, Commission, and John Carey, 

Assistant General Counsel, NYSE, on August 19, 

2005. 

6See Securities Exchange Act Release No. 26602 

(March 6, 1989), 54 FR 10471 (March 13, 1989) (SR–

NYSE–88–44). Telephone conversation between 

Susie Cho, Special Counsel, Jan Woo, Attorney, 

Division of Market Regulation, Commission, and 

John Carey, Assistant General Counsel, NYSE, on 

August 19, 2005. 

For example, assume ADRs from nonU.S. company are to be listed and traded 

on the New York Stock Exchange. 

Currently there are 8.5 million ADRs 

issued in the United States. The NYSE 

would levy its initial listing fee based 

on those 8.5 million ADRs as follows: 

Original Fee plus $36,800 

Per Share/ADR Fee 

1st and 2nd million: $29,500 

3rd and 4th million: $14,800 

5th and 8.5th million: $15,750 

Total: $96,850 

Since the per ADR fee of $96,850 does 

not exceed the minimum fee of 

$150,000, the company would pay an 

initial listing fee of $150,000. 

Also payable upon listing is the first 

year’s continuing annual listing fee 

which will be based on the number of 

ADRs or shares issued in the U.S. and 

prorated for the balance of the calendar 

year. 

B. Initial Listing Fees 

If an Exchange-listed company issues 

shares or ADRs (or similar security) 

during the year, an initial fee, using the 

Schedule of Original Listing Fees, is 

levied only on those shares or ADRs (or 

similar security) issued in the U.S. 

For example, assume an overseas 

company which has 8.5 million ADRs 

issued in the U.S. sells 2.5 million 

ADRs, only 1.0 million of which are 

issued in the U.S. The company would 

pay an initial fee at the rate of $3,500 

per million ADRs or $3,500. 

C. Continuing Annual Fees 

The Exchange, through information 

provided by ADR or share agents, 

calculates a four-quarter average of 

shares or ADRs (or similar security) 

issued in the U.S. as a basis for an 

overseas company’s annual fee. The 

quarterly average serves to correct for 

the possibility of flow-back and flow-in 

of shares or ADRs (or similar security) 

to and from the home country market 

and more accurately represents the 

number of shares or ADRs (or similar 

security) in the U.S. over the course of 

the year. 

The annual fee is equal to the greater 

of the fee calculated on a per share or 

ADR (or similar security) basis or based 

on the range minimums listed below. 

Schedule of Continuing Annual Fees 

Per Share or ADR Rate: $930 per million 

(or similar securities) 

Minimum Fee for Shares or ADRs 

Listed (or similar securities) (millions) 

$35,000 

Maximum Annual Fee $500,000 

Companies with more than one class 

of common stock will pay the minimum 

fee of $35,000 for the class with the 

greatest number of shares outstanding 

and a minimum fee of $20,000 for any 

additional class.] 

* * * * * 

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 

NYSE included statements concerning 

the purpose of and basis for the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. NYSE 

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 

In the course of analyzing business 

goals and the competitive environment, 

the NYSE recently completed a review 

of the current listing fee schedule. As a 

result of this review, the Exchange is 

proposing a number of changes to the 

current fee chapter set out in Sections 

902.01 to 902.04 of the Listed Company 

Manual. These proposed changes will 

not impact fees paid by issuers of 

closed-end funds, structured products, 

or short-term securities, except as 

specified. In addition, the Exchange is 

proposing a reorganization of the 

relevant sections of the Listed Company 

Manual into a clearer and more concise 

format setting out fees by type of listed 

security. 

Reorganization of Fee Chapter. The 

Exchange proposes to restructure 

Section 902.00 of the Listed Company 

Manual. The proposed format sets out 

general information applicable to all 

fees, as well as separate fee provisions 

for listing equity securities, closed-end 

funds, structured products, short-term 

securities, investment company units 

and debt securities. Each proposed 

section includes guidelines on how fees 

are calculated, as well as numerical 

examples. We also propose 

recategorizing ‘‘original listing’’ and 

‘‘initial listing fees’’ as ‘‘Listing Fees’’

and ‘‘continuing annual fees’’ as 

‘‘Annual Fees’’ to minimize confusion 

regarding terminology. 

Overall Fee Cap. The Exchange 

proposes to decrease the current total 

issuer per annum fee cap by 50% from 

$1 million to $500,000, with certain 

exceptions. The proposed $500,000 

annual total maximum fee amount will 

include all Listing Fees and Annual 

Fees payable by an issuer other than 

with respect to the following fees, 

which are excluded from the cap: 

• Listing Fees and Annual Fees for 

Investment Company Units;5

• Listing Fees and Annual Fees for 

closed-end funds; 

• Listing Fees for all structured 

products; and 

• Annual Fees for structured products 

other than retail debt securities. 

The Exchange also proposes to clarify 

that the term ‘‘structured products’’

refers to securities listed under Sections 

703.18, 703.19 and 703.21, and that the 

term ‘‘retail debt securities’’ refers to 

debt securities that are listed under the 

equity criteria set out in Section 703.19 

and traded on the equity floor of the 

Exchange. 

Fees on closed-end funds and 

structured products (other than Annual 

Fees for retail debt securities) will 

continue to be subject to the fee 

schedules, including fee caps, currently 

in place for those products. 

Listing Fees. The Exchange’s current 

Listing Fee schedule with respect to 

equity securities was last increased in 

1989.6 The Exchange proposes to 

modify the Listing Fee schedule 

applicable to listed equity securities, 

while also simplifying the schedule. 

Currently, the Listing Fee schedule 

includes four tiers. The Exchange 

proposes reducing this schedule to three 

tiers. Under the rates as proposed, 

companies that list up to and including 

75 million shares of an equity security 

will pay $4,800 per million, above 75 

million up to and including 300 million 

shares will pay $3,750 per million, and 

above 300 million shares will continue 

to pay $1,900 per million. As a result of 

these proposed changes, companies may 

pay higher Listing Fees than under the 

current rates. The Exchange also 

proposes to set forth Listing Fees for all 

types of securities as per share numbers 

instead of the current per million 

approach (i.e., $0.0048 per share rather 

than $4,800 per million). In addition, 

the Exchange proposes to specify the 

fees applicable to tracking stocks. The 

fees with respect to Investment 

Company Units specified in the filing 

are the same as those that have been 

charged traditionally. 

Federal Register / Vol. 70, No. 184 / Friday, September 23, 2005 / Notices 55943 

7Telephone conference between John Carey, 

Assistant General Counsel, NYSE, and Florence E. 

Harmon, Senior Special Counsel, Division of 

Market Regulation, Commission, on August 11, 

2005. 8 15 U.S.C. 78a. 

Currently, Section 902.02 establishes 

an initial listing fee cap for shares 

issued in conjunction with stock splits 

of $250,000 per split and, for a single 

issuer who transacts multiple splits, a 

cap of $500,000 over a consecutive three 

calendar year period. The Exchange 

proposes to decrease the Listing Fee cap 

for shares issued in conjunction with 

stock splits by 40% to $150,000 per 

stock split. The Exchange also proposes 

to eliminate the three year cap on stock 

splits in light of the proposed $500,000 

annual total maximum fee. The 

Exchange also proposes to apply the 

$150,000 fee cap to stock dividends. 

These proposed changes would also 

apply to fees paid by closed-end funds 

and structured products for stock splits 

and stock dividends. 

The Exchange also proposes 

increasing from $2,500 to $5,000 the 

current minimum application fee for the 

authorization of a subsequent 

application to list additional securities 

or another class of equity securities, or 

to make certain changes (such as a 

change of name or par value) applicable 

to issuers that list equity securities. In 

addition, the Exchange proposes to 

slightly increase the special charge that 

is applied when a company first lists a 

class of common stock from $36,800 to 

$37,500. Note that the Exchange also 

proposes to eliminate the current 

$430.00 application fee applicable to 

processing minor amendments to 

previously filed applications.7

Annual Fees. The Exchange proposes 

increasing the current minimum Annual 

Fee payable on a common stock or a 

preferred-only listing from $35,000 to 

$38,000. The Exchange has also clarified 

that the Annual Fee for each class of 

equity security listed is equal to the 

greater of the minimum fee or the fee 

calculated on a per share basis of 

$0.00093. The Exchange also proposes 

to clearly set out the minimum and per 

share rates applicable to each type of 

listed security. 

Codification and Clarification of 

Billing Practices. The Exchange is also 

proposing to make a number of changes 

and clarifications to its current billing 

policies. For example, the Exchange 

proposes to clarify that the current fee 

cap of $500,000 for shares issued in 

conjunction with a merger or 

acquisition is also applicable to all 

additional issuances of already listed 

securities (for example, subsequent 

public offerings and conversions of 

debt) on a per transaction basis. 

The Exchange also proposes to specify 

that a foreign private issuer as defined 

in Rule 3b–4(c) under the Act 8 that 

loses that status for purposes of SEC 

filings will be billed as a U.S. company 

starting at the beginning of the year 

following its change in status. 

The Exchange proposes to specify, for 

all types of securities, that, in addition 

to treasury stock and restricted stock, 

shares issued pursuant to overallotment 

options will also be included when 

calculating Listing Fees at the time an 

issuer lists a class of security for the first 

time. 

The Exchange proposes to amend its 

current policy regarding credits for 

issuers paying the minimum Listing 

Fee. Under the Exchange’s policy since 

2000 regarding Listing Fees, if an 

issuer’s Listing Fee when it first lists as 

calculated based on the Listing Fee 

schedule is less than $150,000, the 

difference between the calculated fee 

and $150,000 is applied as a credit 

against future Listing Fees billed to the 

issuer. As proposed, new issuers billed 

the minimum would not receive a credit 

towards future Listing Fees. The 

approximately 140 issuers that currently 

have an unused Listing Fee credit will 

be able to apply that unused credit 

towards future listings until December 

31, 2005. 

The Exchange also proposes to amend 

its current policy regarding credits for 

issuers paying the minimum 

supplemental listing application fee. 

Currently, where an issuer pays the 

minimum application fee, such as 

where shares of an equity compensation 

plan are being listed subject to issuance, 

such minimum fee is applied against the 

Listing Fees that accrue during the 

calendar year as shares are issued. As 

proposed, issuers that pay the minimum 

supplemental listing application fee will 

not have that fee applied towards 

Listing Fees for future issuances. 

The Exchange proposes to specify that 

Listing Fees and Annual Fees are nonrefundable in all cases where an issuer 

delists from the Exchange, whether 

involuntarily or voluntarily. 

The Exchange proposes to clarify that, 

in the context of the discount provided 

for Listing Fees to issuers that list more 

than one fund, the discount will be 

applicable when funds in the same fund 

family list at approximately the same 

time, as opposed to requiring that all 

such funds list on the same day. The 

Exchange will consider funds from the 

same fund family to be listing at 

approximately the same time if an issuer 

provides notice that such funds will be 

listed as part of the same transaction. 

The Exchange proposes to amend the 

current limitations on Listing Fees 

applicable to certain mergers of 

companies and closed-end funds. The 

current rule provides that in the case of 

a consolidation, or ‘‘amalgamation,’’ of 

two listed companies into a new 

company or an unlisted company, 

which becomes listed, Listing Fees are 

calculated at a rate of 25% of basic 

Listing Fees. The current rule also 

provides that, in the case of a merger or 

consolidation of a listed company and 

an unlisted company that results in the 

formation of a new company or where 

the unlisted company survives, Listing 

Fees are calculated at a rate of 25% of 

basic Listing Fees, unless the merger 

occurs within 12 months of the listed 

company’s listing date, in which case 

the new company or the unlisted 

company pays Listing Fees equal to the 

lesser of (1) 25% of basic Listing Fees 

or (2) full Listing Fees minus a credit for 

Listing Fees paid by the listed company 

at the time of listing. The Exchange 

proposes to simplify the discounts 

applicable to these transactions so that, 

in the case of transactions such as a 

consolidation between two or more 

listed issuers that results in the 

formation of a new issuer (where at the 

conclusion of the transaction the new 

issuer immediately lists), or a merger or 

consolidation between a listed issuer 

and an unlisted issuer that results in the 

unlisted issuer surviving or the creation 

of a new issuer (where within 12 

months from the conclusion of the 

transaction a previously unlisted issuer 

lists), Listing Fees for that newly listed 

issuer will be calculated at a rate of 25% 

of total Listing Fees for all classes of 

securities being listed (to the extent that 

total calculated listing fee for a class of 

common shares would be greater than 

$250,000, the calculation would be 25% 

of the $250,000 maximum for a new 

listing of common shares). The 

Exchange also proposes to specify that 

the current special charge of $36,800 

(proposed to be increased to $37,500) 

and the $150,000 minimum charge 

applicable when a company first lists a 

class of common shares do not apply to 

these types of transactions. 

The Exchange also proposes to 

eliminate the current rule that provides 

for credit towards Annual Fees in the 

case where two listed companies merge 

and one of the listed companies 

survives. Currently, in this case, a credit 

is given to the surviving listed company 

for the pro rata portion of the nonsurviving listed company’s Annual Fees 

(for the period from the date of the 

conclusion of the transaction through 

the end of the calendar year) towards 

55944 Federal Register / Vol. 70, No. 184 / Friday, September 23, 2005 / Notices 

9 15 U.S.C. 78f(b)(5). 10 17 CFR 200.30–3(a)(12). 

the surviving listed company’s Annual 

Fees in the following year. Instead, the 

Exchange proposes to implement a new 

policy regarding all corporate mergers 

and consolidations. As proposed, in the 

case of transactions involving listed 

companies (such as the consolidation of 

two listed issuers into a new issuer, a 

merger between a listed issuer and an 

unlisted issuer where the unlisted issuer 

survives or a new issuer is formed, or 

a merger between two listed issuers 

where one listed issuer survives), all 

Listing Fees and Annual Fees paid by 

listed companies party to the 

transaction in the year, and up to the 

date, that the transaction concludes will 

be counted towards calculating the 

$500,000 annual total issuer maximum 

fee for the ultimate listed issuer in the 

year of the corporate transaction. 

In the case where the ultimate listed 

issuer was previously unlisted, 

however, Listing Fees and Annual Fees 

paid by any listed issuer party to the 

transaction will only be calculated 

towards the $500,000 annual total 

maximum fee for the ultimate listed 

issuer if such issuer lists on the 

Exchange at the time the transaction 

concludes. 

In addition, an ultimate listed 

company previously unlisted listing on 

the Exchange at the time the transaction 

concludes will not be required to pay 

Annual Fees in the year in which it lists 

to the extent that the transaction 

concludes after March 31. To the extent 

that the transaction concludes on or 

before March 31 in any calendar year, 

however, the newly listing issuer will be 

charged pro rata Annual Fees from the 

date of listing to the end of the year, 

subject, in the case of an operating 

company, to the Total Maximum Fee. 

In addition, to the extent that a listed 

company is involved in a consolidation 

between two or more listed companies 

that results in the formation of a new 

issuer, or a merger or consolidation 

between a listed company and an 

unlisted issuer that results in the 

unlisted issuer surviving or the creation 

of a new issuer, or a merger between 

two listed issuers where one listed 

issuer survives, and the transaction 

concludes on or before March 31 in any 

calendar year, the non-surviving listed 

company will only be subject to pro rata 

Annual Fees for that year through the 

date of the conclusion of the 

transaction. To the extent that the 

transaction concludes after March 31, 

the non-surviving listed company will 

be subject to full Annual Fees for that 

year. The foregoing is a codification of 

the Exchange’s current policy. 

Implementation Dates for Proposed 

Changes. The proposed fee changes will 

be implemented as of the date of 

Commission approval of this filing with 

the exception of the proposed increase 

in the minimum continuing annual fee 

for common stock and preferred-only 

listings from $35,000 to $38,000, which 

is proposed to be effective as of January 

1, 2006 should the Commission approve 

this filing before that date. 

With respect to the proposed decrease 

in the current total issuer per annum fee 

cap from $1 million to $500,000, to the 

extent that, at the time this rule filing is 

approved by the SEC, a listed issuer has 

already paid or been invoiced for total 

fees in an amount greater than $500,000 

but less than $1 million, the Exchange 

does not propose to provide a refund or 

credit for the amount that exceeds 

$500,000. 

2. Statutory Basis 

The Exchange believes that the basis 

under the Act for this proposed rule 

change, as amended, is the requirement 

under Section 6(b)(5) 9 that an exchange 

have rules that are designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to remove 

impediments to, and perfect the 

mechanism of a free and open market 

and, in general, to protect 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, as amended, 

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 

The Exchange has neither solicited 

nor received written comments on 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 Exchange consents, 

the Commission shall: (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, as amended, 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 

No. SR–NYSE–2005–35 on the subject 

line. 

Paper comments 

• Send paper comments in triplicate 

to Jonathan G. Katz, Secretary, 

Securities and Exchange Commission, 

Station Place, 100 F Street, NE., 

Washington, DC 20549–9303. 

All submissions should refer to File 

Number SR–NYSE–2005–35. 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 Commissions 

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. Copies of such filing also will be 

available for inspection and copying at 

the principal office of the NYSE. 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–2005–35 and should 

be submitted on or before October 14, 

2005. 

Federal Register / Vol. 70, No. 184 / Friday, September 23, 2005 / Notices 55945 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.10

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 05–19041 Filed 9–22–05; 8:45 am] 

BILLING CODE 8010–01–P 

DEPARTMENT OF STATE 

[Public Notice 5193] 

30-Day Notice of Proposed Information 

Collection: Form DS–3083, Training 

Registration (For Non-U.S. 

Government Persons), OMB Control 

No. 1405–0145 

ACTION: Notice of request for public 

comment and submission to OMB of 

proposed collection of information. 

SUMMARY: The Department of State has 

submitted the following information 

collection request to the Office of 

Management and Budget (OMB) for 

approval in accordance with the 

Paperwork Reduction Act of 1995. 

• Title of Information Collection: 

Training Registration (for non-U.S. 

Government Persons). 

• OMB Control Number: 1405–0145. 

• Type of Request: Extension of a 

Currently Approved Collection. 

• Originating Office: Foreign Service 

Institute (FSI). 

• Form Number: DS–3083. 

• Respondents: Respondents are nonU.S. government persons and/or their 

eligible family members, authorized by 

Public Law 105–277 to receive training 

delivered by the Foreign Service 

Institute on a reimbursable or advance 

of funds basis. 

• Estimated Number of Respondents: 

200. 

• Estimated Number of Responses: 

200. 

• Average Hours per Response: 0.5. 

• Total Estimated Burden: 100. 

• Frequency: On occasion. 

• Obligation to Respond: Required To 

Obtain or Retain a Benefit. 

DATES: Submit comments to the Office 

of Management and Budget (OMB) for 

up to 30 days from September 23, 2005. 

ADDRESSES: Direct comments and 

questions to Katherine Astrich, the 

Department of State Desk Officer in the 

Office of Information and Regulatory 

Affairs at the Office of Management and 

Budget (OMB), who may be reached at 

(202) 395–4718. You may submit 

comments by any of the following 

methods: 

• E-mail: 

Katherine_T._Astrich@omb.eop.gov. 

You must include the DS form number, 

information collection title, and OMB 

control number in the subject line of 

your message. 

• Mail (paper, disk, or CD–ROM 

submissions): Office of Information and 

Regulatory Affairs, Office of 

Management and Budget, 725 17th 

Street, NW., Washington, DC 20503. 

• Fax: (202) 395–6974. 

FOR FURTHER INFORMATION CONTACT: You 

may obtain copies of the proposed 

information collection and supporting 

documents from Wayne A. Oshima, 

Foreign Service Institute, Office of 

Management, U.S. Department of State, 

Washington, DC 20522–4201, who may 

be reached on (703) 302–6730, or via email at oshimawa@state.gov. 

SUPPLEMENTARY INFORMATION: We are 

soliciting public comments to permit 

the Department to: 

• Evaluate whether the proposed 

information collection is necessary to 

properly perform our functions. 

• Evaluate the accuracy of our 

estimate of the burden of the proposed 

collection, including the validity of the 

methodology and assumptions used. 

• Enhance the quality, utility, and 

clarity of the information to be 

collected. 

• Minimize the reporting burden on 

those who are to respond, including the 

use of automated collection techniques 

or other forms of technology. 

Abstract of proposed collection: This 

data collection tool is to be used to 

obtain information from non-U.S. 

Government persons so that they can 

enroll in courses offered by the 

Department of State’s Foreign Service 

Institute. This includes information of a 

personal and business nature, and credit 

card information so that the Department 

can receive reimbursement. 

Methodology 

This information will be collected in 

hard copy format, which is either 

mailed or transmitted by facsimile 

machine to the Foreign Service Institute. 

Dated: September 7, 2005. 

Catherine J. Russell, 

Executive Director, Foreign Service Institute, 

Department of State. 

[FR Doc. 05–19053 Filed 9–22–05; 8:45 am] 

BILLING CODE 4710–34–P 

DEPARTMENT OF TRANSPORTATION 

Maritime Administration 

Reports, Forms and Recordkeeping 

Requirements; Agency Information 

Collection Activity Under OMB Review 

AGENCY: Maritime Administration, DOT. 

ACTION: Notice and request for 

comments. 

SUMMARY: In compliance with the 

Paperwork Reduction Act of 1995 (44 

U.S.C. 3501 et seq.), this notice 

announces that the Information 

Collection abstracted below has been 

forwarded to the Office of Management 

and Budget (OMB) for review and 

approval. The nature of the information 

collection is described as well as its 

expected burden. The Federal Register 

Notice with a 60-day comment period 

soliciting comments on the following 

collection of information was published 

on June 27, 2005, and comments were 

due on August 26, 2005. No comments 

were received. 

DATES: Comments must be submitted on 

or before October 24, 2005. 

FOR FURTHER INFORMATION CONTACT: Jean 

McKeever, Maritime Administration, 

400 Seventh Street Southwest, 

Washington, DC 20590. Telephone: 

202–366–5737; FAX: 202–366–7901 or 

e-mail: jean.mckeever@dot.gov. Copies 

of this collection also can be obtained 

from that office. 

SUPPLEMENTARY INFORMATION: Maritime 

Administration (MARAD). 

Title: Application for Capital 

Construction Fund and Exhibits. 

OMB Control Number: 2133–0027. 

Type of Request: Extension of 

currently approved collection. 

Affected Public: U.S. citizens who 

own or lease one or more eligible 

vessels and who have a program to 

provide for the acquisition, construction 

or reconstruction of a qualified vessel. 

Forms: None. 

Abstract: This information collection 

consists of an application for a Capital 

Construction Fund (CCF) agreement 

under section 607 of the Merchant 

Marine Act, and annual submissions of 

appropriate schedules and exhibits. The 

Capital Construction Fund is a taxdeferred ship construction fund that 

was created to assist owners and 

operators of U.S.-flag vessels in 

accumulating the large amount of 

capital necessary for the modernization 

and expansion of the U.S. merchant 

marine. The program encourages 

construction, reconstruction, or 

acquisition of vessels through the 

deferment of Federal income taxes on 

certain deposits of money or other 

property placed into a CCF. 

Annual Estimated Burden Hours: 

2198 hours. 

Addressee: Send comments to the 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, 725 17th Street, NW., 

Washington, DC 20503, Attention 

MARAD Desk Officer.