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###### Securities and Exchange Commission

          - [Release No. 34-58301; File No. SR-NYSE-2008-56] 

                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),[1]                                          and Rule 19b-4 thereunder,[2]                                          notice is hereby given that, on July 24, 2008, the New York Stock Exchange LLC (“NYSE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposal from interested persons.                 

## I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change 

                    The Exchange proposes to amend Section 902.09 of the Listed Company Manual (the “Manual”) to extend the initial and continued listing fees charged thereunder to securities listed under Section 703.21 (Equity-Linked Debt Securities) and Section 703.22 (Index-Linked Securities) and traded on NYSE Bonds. In addition, the Exchange proposes to waive, in connection with transfers to the NYSE from NYSE Alternext US [3]                                          after the closing of the purchase of the American Stock Exchange LLC (the “Amex”) by NYSE Euronext (the “Merger”), (i) all fees payable under Section 902.08 in connection with such transfers, and (ii) in the case of securities that will be traded on NYSE Bonds, all fees payable under Section 902.09 in connection with such transfer, including the prorated annual fee payable for the calendar year in which the transfer occurs. The fee waiver described in the previous sentence will only apply (i) if such transfer occurs during the calendar year in which the Merger is consummated and (ii) if the Merger is consummated no later than March 31, 2009.                 

## II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 

In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The 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 

The Exchange proposes to amend Section 902.09 of the Manual to extend the initial and continued listing fees charged thereunder to securities listed under Section 703.21 (Equity-Linked Debt Securities) and Section 703.22 (Index-Linked Securities) and traded on NYSE Bonds. In addition, the Exchange proposes to waive, in connection with transfers to the NYSE from NYSE Alternext U.S. after the closing of the Merger, (i) all fees payable under Section 902.08 in connection with such transfers, and (ii) in the case of securities that will be traded on NYSE Bonds, all fees payable under Section 902.09 in connection with such transfer, including the prorated annual fee payable for the calendar year in which the transfer occurs. The fee waiver described in the previous sentence will only apply (i) if such transfer occurs during the calendar year in which the Merger is consummated and (ii) if the Merger is consummated no later than March 31, 2009. 

                    The Exchange has noted that it does not currently set forth in the Manual any listing fees for securities that are listed under either Section 703.21 (Equity-Linked Debt Securities) or Section 703.22 (Index-Linked Securities) and traded on NYSE Bonds. The Exchange has not previously listed any securities under Sections 703.21 or 703.22 that traded on NYSE Bonds and, as a consequence, this filing is adopting fees for such listings for the first time. We have determined that the most appropriate fee schedule for these securities is that set forth in Section 902.09.                           ( print page 46673)    

                    NYSE Euronext, the ultimate parent company of the Exchange, has agreed to acquire the Amex pursuant to an Agreement and Plan of Merger, dated as of January 17, 2008. It is currently anticipated that the acquisition will be consummated during the third quarter of 2008.[4]                                          In connection with the acquisition, NYSE Euronext intends to discontinue the listing on NYSE Alternext U.S. of bonds and structured products issued in $1,000 face amounts. To the extent that these securities qualify for listing under the applicable NYSE standards, the Exchange will encourage the issuers to apply to list those securities on the NYSE for trading on NYSE Bonds. As the issuers of these securities will already have paid listing fees to NYSE Alternext U.S. and will be transferring to the NYSE as a result of a business decision made by NYSE Euronext, the Exchange proposes to waive all listing fees that would be payable in connection with the listing of securities transferred from NYSE Alternext U.S. and traded on NYSE Bonds, including securities listed under Sections 703.19, 703.21 and 703.22 [5]                                         . This waiver will only take effect upon consummation of NYSE Euronext's acquisition of the Amex.                 

The Exchange believes the proposed fee waiver does not render the allocation of its listing fees inequitable or unfairly discriminatory, in particular because, after the Merger, NYSE Regulation, Inc. (“NYSE Regulation”) will perform listed company regulation for both the Exchange and NYSE Alternext U.S., including a substantial review of companies upon original listing. Many of the regulatory staff who currently perform initial and continued listing reviews at the Amex will become employees of NYSE Regulation at the time of the Merger and will continue to perform the same duties with respect to Amex companies after the Merger. Securities transferring from NYSE Alternext U.S. will be subjected to the same rigorous regulatory review as any other applicant for listing on the Exchange. However, the Exchange expects that, on average, the review of securities transferring from NYSE Alternext U.S. to the Exchange will be less costly than the review of a transfer from an unaffiliated market, as the Amex listing regulatory staff that will have been absorbed by NYSE Regulation will already have performed a substantial review of any Amex-listed company, and NYSE Regulation will be able to rely on that prior work as a baseline in qualifying the company for listing on the Exchange and in conducting ongoing compliance activities with respect to any such company. Furthermore, the Exchange anticipates that the revenue it foregoes as a consequence of this waiver will be an immaterial amount that would not have any impact on its ability to finance its regulatory activities. In addition, in light of the low level at which fees are set for listing on NYSE Bonds, the associated loss of revenue will be immaterial and will not impact the Exchange's ability to finance its regulatory activities. 

#### 2. Statutory Basis 

                    The basis under the Exchange Act for this proposed rule change is the requirement under Section 6(b)(4) [6]                                          that an exchange have rules that provide for the equitable allocation of reasonable dues, fees and other charges among its members and other persons using its facilities. The Exchange believes that the proposed fee waiver does not render the allocation of its listing fees inequitable or unfairly discriminatory because it is simply a recognition of the fact that companies transferring their listing from NYSE Alternext U.S. will already have paid fees to another exchange which will, upon consummation of the acquisition, be under the same ownership as the Exchange. The Exchange believes that the fee waiver is appropriate because the same regulatory staff will review securities on all three markets and the Exchange will therefore benefit from regulatory efficiencies arising out of NYSE Regulation's prior examination of any companies that transfer. In addition, in light of the low level at which fees are set for listing on NYSE Bonds, the associated loss of revenue will be immaterial and will not impact the Exchange's ability to finance its regulatory activities.                 

### B. Self-Regulatory Organization's Statement on Burden on Competition 

The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Exchange Act. 

### C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others 

Written comments were neither solicited nor received. 

## III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action 

                    Within 35 days of the date of publication of this notice in the                     **Federal Register**                     or within such longer period (i) as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will:                 

(A) By order approve such proposed rule change, or 

(B) institute proceedings to determine whether the proposed rule change should be disapproved. 

## IV. Solicitation of Comments 

Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: 

### Electronic Comments 

    - Use the Commission's Internet comment form ( http://www.sec.gov/​rules/​sro.shtml ); or                 
    - Send an e-mail to rule-comments@sec.gov.                      Please include File Number SR-NYSE-2008-56 on the subject line.                 

### Paper Comments 

    - Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090.

                    All submissions should refer to File Number SR-NYSE-2008-56. 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                           ( print page 46674)                        Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room, 100 F Street, NE., Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number  SR-NYSE-2008-56 and should be submitted on or before September 2, 2008.                 

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[7] 

Florence E. Harmon, 

Acting Secretary.

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                     
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2.                             17 CFR 240.19b-4.                     
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3.                             After the Merger, the name of the Amex will be changed to NYSE Alternext U.S. LLC and the revised rule text in Exhibit 5 reflects that name change.                     
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4.                             The members of the Amex voted to approve the transaction on June 17, 2008. No vote of the NYSE Euronext shareholders is required. The sole remaining condition to the consummation of the transaction is the approval by the Division of Trading and Markets of certain rule filings the NYSE and Amex expect to submit in the near future.                     
        Back to Citation      

5.                             As annual fees for listed securities are calculated based on the number of securities outstanding on January 1 and billed on an annual basis, the proposed fee waiver will not apply to additional securities of a class that has been transferred from NYSE Alternext U.S. that are issued after the date of transfer.                     
        Back to Citation      

6.                             15 U.S.C. 78f(b)(4).                     
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7.                                 17 CFR 200.30-3(a)(12).                         
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 [FR Doc. E8-18370 Filed 8-8-08; 8:45 am] 

BILLING CODE 8010-01-P