Federal Register / Vol. 73, No. 155 / Monday, August 11, 2008 / Notices 46683 

Director & Deputy General Counsel, Citadel, to 

Nancy M. Morris, Secretary, Commission, dated 

July 15, 2008 (‘‘Petition’’). 

16 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3After the closing of the Merger, the Amex will 

be renamed NYSE Alternext U.S. LLC. 

7. The Commission further requests 

comment on whether, if a commenter 

believes that a fee cap should be 

imposed, such fee cap should apply 

only to transactions effected by nonmembers through Linkage, or whether a 

fee cap should apply to member access 

as well. Would capping the maximum 

transaction fee that options exchanges 

charge non-members prevent or mitigate 

the negative consequences of 

unreasonably high access fees for 

members? 

8. If a commenter believes that a fee 

cap should be imposed, the Commission 

specifically requests comment as to 

what level would be appropriate. For 

example, the Petition proposes an 

access fee limit of 20%, or $0.20 per 

contract ($0.002 per underlying share). 

Are there other fee cap structures that 

would be more appropriate for the 

options markets then the percentage of 

the minimum quoting increment model? 

9. Further, the Commission requests 

comment as to whether such a fee cap 

should apply only to the best bid and 

offer of each exchange, or also to access 

to ‘‘depth of book’’ quotations. 

10. The Commission requests 

comment as to whether the use of 

‘‘maker-taker’’ pricing by options 

exchanges has led, or is likely to lead, 

to an increase in locked and crossed 

markets. 

11. The Commission requests 

comment as to the impact, if any, on the 

use of the ‘‘maker-taker’’ pricing model 

on the quoted spread widths and sizes 

of registered options market makers in 

the classes subject to such pricing 

model. If a commenter believes that the 

‘‘maker-taker’’ model has had an impact 

on the quality of quoted prices, the 

Commission requests comment as to 

whether there is sufficient liquidity in 

the classes subject to the model from 

market participants other than 

registered market makers. Would the 

analysis change if a similar pricing 

model were proposed for all options? 

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 

Number SR–NYSEArca–2008–75 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–NYSEArca–2008–75. 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, on official business days between 

the hours of 10 a.m. and 3 p.m. Copies 

of such filing will also 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 No. SR–NYSEArca–

2008–75 and should be submitted on or 

before September 2, 2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–18386 Filed 8–8–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58297; File No. SR–

NYSEArca–2008–78] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To Waive Annual Fees for 

Securities Transferring to NYSE Arca 

From NYSE Alternext U.S. 

August 4, 2008. 

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 23, 

2008, NYSE Arca, Inc. (‘‘NYSE Arca’’ 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 its 

rules governing NYSE Arca, LLC (also 

referred to as the ‘‘NYSE Arca 

Marketplace’’), which is the equities 

trading facility of NYSE Arca Equities. 

The Exchange proposes that securities 

transferring to NYSE Arca from NYSE 

Alternext U.S. 3 after the closing of the 

purchase of the American Stock 

Exchange LLC by NYSE Euronext (the 

‘‘Merger’’) will not be charged any 

prorated Annual Fee for the remainder 

of the year in which the Merger takes 

place. The fee waiver in the preceding 

sentence will be of no further effect if 

the closing of the Merger does not take 

place by 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 those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes that securities 

transferring to NYSE Arca from NYSE 

Alternext U.S. after the closing of the 

Merger will not be charged any prorated 

Annual Fee for the remainder of the 

year in which the Merger takes place. 

The fee waiver in the preceding 

sentence will be of no further effect if 

the closing of the Merger does not take 

place by March 31, 2009. 

NYSE Euronext, the ultimate parent 

company of the Exchange, has agreed to 


rmajette on PRODPC74 with NOTICES
46684 Federal Register / Vol. 73, No. 155 / Monday, August 11, 2008 / Notices 

4The 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. 5 15 U.S.C. 78f(b)(4). 

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, the Exchange anticipates 

that some issuers of NYSE Alternext 

U.S.-listed securities that qualify for 

listing on the Exchange may choose to 

transfer their listing to the Exchange. 

Consequently, the Exchange proposes to 

grant issuers transferring the listing of 

their securities to the Exchange from 

NYSE Alternext U.S. during the 

calendar year in which the Merger is 

consummated a waiver of the prorated 

annual listing fee that would normally 

be payable in connection with the first 

partial calendar year of listing on the 

Exchange. The Exchange believes this is 

appropriate as issuers transferring to the 

Exchange from NYSE Alternext U.S. 

will already have paid annual continued 

listing fees to the Amex for the calendar 

year in which they transfer. The 

proposed fee waiver will have no 

further effect if the Merger is not 

consummated by March 31, 2009. 

The Exchange believes this 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 

NYSE Alternext U.S. securities after the 

Merger. Securities transferring from 

NYSE Alternext U.S. will be subjected 

to the same rigorous regulatory review 

as any other securities with respect to 

which an application for listing is made 

to 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 NYSE 

Alternext U.S.-listed issuer, and NYSE 

Regulation will be able to rely on that 

prior work as a baseline in qualifying 

the issuer for listing on the Exchange 

and in conducting ongoing compliance 

activities with respect to any such 

issuer. 

2. Statutory Basis 

The basis under the Exchange Act for 

this proposed rule change is the 

requirement under Section 6(b)(4) 5 that 

an exchange has 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 issuers transferring the listing 

of securities from NYSE Alternext U.S. 

will already have paid fees to another 

exchange which will at that time 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 both markets and the 

Exchange will therefore benefit from 

regulatory efficiencies arising out of 

NYSE Regulation’s prior examination of 

any issuers that transfer their securities. 

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 on the proposed 

rule change 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 rulecomments@sec.gov. Please include File 

Number SR–NYSEArca–2008–78 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–NYSEArca–2008–78. This 

file number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for inspection and copying in 

the Commission’s Public Reference 

Room, 100 F Street, NE., Washington, 

DC 20549, on official business days 

between the hours of 10 a.m. and 3 p.m. 

Copies of 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–NYSEArca–2008–78 and 

should be submitted on or before 

September 2, 2008. 


rmajette on PRODPC74 with NOTICES
Federal Register / Vol. 73, No. 155 / Monday, August 11, 2008 / Notices 46685 

6 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A). 

4 17 CFR 240.19b–4(f)(6). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–18387 Filed 8–8–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58306; File No. SR–

NYSEArca–2008–82] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change in Connection With the 

Proposed Acquisition of The Amex 

Membership Corporation 

August 5, 2008. 

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

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on July 31, 2008, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ or ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been substantially prepared by the 

Exchange. The Exchange filed the 

proposal pursuant to Section 19(b)(3)(A) 

of the Exchange Act 3 and Rule 19b–

4(f)(6) thereunder,4 which renders the 

proposal effective upon filing with the 

Commission. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange, a Delaware 

Corporation and registered national 

securities exchange is submitting this 

proposed rule change to the 

Commission in connection with the 

proposed acquisition of The Amex 

Membership Corporation (‘‘MC’’), a New 

York not-for-profit corporation that 

owns 100% (99% directly and 1% 

indirectly through a wholly owned 

subsidiary) of American Stock Exchange 

LLC, a Delaware limited liability 

company and registered national 

securities exchange (‘‘Amex’’), by NYSE 

Euronext, the Delaware corporation that 

indirectly owns 100% of the Exchange. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://www.nyse.com, at the 

Exchange’s principal office, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of, and basis for, 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of those 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in Sections A, B, and C below, of 

the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange is submitting this 

proposed rule change to the 

Commission in connection with the 

proposed acquisition of MC, a New York 

not-for-profit corporation that owns 

100% of Amex, by NYSE Euronext. The 

proposed acquisition will occur 

pursuant to the terms of the Agreement 

and Plan of Merger, dated as of January 

17, 2008 (as it may be amended from 

time to time, the ‘‘Merger Agreement’’), 

by and among NYSE Euronext, 

Amsterdam Merger Sub, LLC, a 

Delaware limited liability company and 

a wholly owned subsidiary of NYSE 

Euronext formed by NYSE Euronext in 

connection with the Mergers (‘‘Merger 

Sub’’), MC, AMC Acquisition Sub, Inc., 

a Delaware corporation and a wholly 

owned subsidiary of MC (‘‘AMCAS’’), 

American Stock Exchange Holdings, 

Inc., a Delaware corporation and a 

wholly owned subsidiary of MC created 

by MC in connection with the Mergers 

(‘‘Holdings’’), Amex, which is 99 

percent owned by MC and 1 percent 

owned by AMCAS, and American Stock 

Exchange 2, LLC, a Delaware limited 

liability company and a wholly owned 

subsidiary of Holdings formed by 

Holdings in connection with the 

Mergers (‘‘Amex Merger Sub’’). 

Under the terms of the Merger 

Agreement, MC will demutualize and 

NYSE Euronext will acquire the 

business of MC and its subsidiaries 

through a series of mergers (the 

‘‘Mergers’’). Following the Mergers, 

Merger Sub, a wholly owned subsidiary 

of NYSE Euronext and a successor to 

MC and AMCAS, will directly own 

100% of Amex Merger Sub, which will 

be the successor to Amex and a 

registered national securities exchange. 

It is intended that Amex Merger Sub 

will be renamed ‘‘NYSE Alternext U.S. 

LLC’’ (and therefore is referred to in this 

document as ‘‘NYSE Alternext U.S.’’). 

The proposed rule change will not 

become operative until completion of 

the Internal Merger (as defined below). 

Corporate Structure 

Immediately following the NYSE/ 

Amex Merger, NYSE Euronext will 

contribute 100% of the limited liability 

company interest of Merger Sub to 

NYSE Group, Inc. (‘‘NYSE Group’’) 

(such contribution, the ‘‘Contribution’’), 

causing Merger Sub to become a direct 

wholly owned subsidiary of NYSE 

Group. Immediately following the 

Contribution, Merger Sub will merge 

with and into NYSE Alternext U.S., a 

direct wholly owned subsidiary of 

Merger Sub (‘‘Internal Merger’’). As a 

result of the Contribution and the 

Internal Merger, NYSE Alternext U.S. 

will become a direct wholly owned 

subsidiary of NYSE Group. 

Organizational Documents of NYSE 

Euronext 

Currently the NYSE Euronext 

organizational documents provide 

certain protections to the Exchange and 

New York Stock Exchange LLC that are 

designed to protect and facilitate their 

self-regulatory functions. In general, the 

organizational documents of NYSE 

Euronext are being amended to provide 

similar protections to NYSE Alternext 

U.S. as are currently provided to the 

Exchange and New York Stock 

Exchange LLC under those documents. 

In addition, in the proposed new 

Director Independence Policy for NYSE 

Euronext directors, the three-year 

retrospective period (‘‘look-back 

period’’) over which directors’

relationships with members of the 

Exchange and New York Stock 

Exchange LLC are reviewed (which 

following the Mergers will apply 

equally to NYSE Alternext U.S.) has 

been reduced to one year. The Exchange 

believes that this reduction will be 

beneficial in expanding NYSE 

Euronext’s pool of eligible director 

candidates with knowledge of the 

exchange industry, while still 

maintaining sufficient director 

independence. 

The amended and restated bylaws of 

NYSE Euronext are being amended to: 

• Include NYSE Alternext U.S. in the 

definition of ‘‘U.S. Regulated 

Subsidiaries,’’ which currently includes 

New York Stock Exchange LLC, NYSE 

Market, Inc., NYSE Regulation, Inc., 

NYSE Arca, L.L.C., the Exchange, and 


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