47994 Federal Register / Vol. 73, No. 159 / Friday, August 15, 2008 / Notices 

18 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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 

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 rulecomments@sec.gov. Please include File 

Number SR–FINRA–2008–032 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–FINRA–2008–032. This file 

number should be included on the 

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

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

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

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for inspection and copying in 

the Commission’s Public Reference 

Room, 100 F Street, NE., Washington, 

DC 20549, on official business days 

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

Copies of the filing also will be available 

for inspection and copying at the 

principal office of FINRA. 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–FINRA–

2008–032 and should be submitted on 

or before September 5, 2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–18897 Filed 8–14–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58311; File No. SR–NYSE–

2008–74] 

Self-Regulatory Organizations; Notice 

of Filing of Proposed Rule Change by 

New York Stock Exchange LLC To 

Enable the Exchange To Waive Annual 

Listing Fees for Securities Transferring 

From the Amex or NYSE Arca, Inc. 

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 August 4, 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 

proposed rule change from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to provide 

that, with retroactive effect from January 

1, 2008, there shall be no annual fee 

payable to the Exchange for the 

remainder of the calendar year in which 

the transfer occurs for any class of 

securities of a company listed on the 

American Stock Exchange (the ‘‘Amex’’) 

that transfers the listing of its primary 

class of common shares to the Exchange. 

This proposed rule change (i) is 

conditioned on the consummation of 

NYSE Euronext’s acquisition of the 

Amex (the ‘‘Merger’’), (ii) will not take 

effect until the date of consummation of 

the Merger, and (iii) will be of no further 

effect if the closing of the Merger does 

not take place by March 31, 2009. The 

amendment also provides that 

companies transferring the listing of 

their primary class of common stock 

from NYSE Arca, Inc. (‘‘NYSE Arca’’) to 

the Exchange (with respect to which the 

Exchange already waives annual fees for 

the first part year) will not be charged 

the prorated annual fee in the first year 

of listing for any class of securities that 

is transferred in connection with the 

transfer of the common stock. 

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 902.02 of the Manual to provide 

that, with retroactive effect from January 

1, 2008, there shall be no annual fee 

payable to the Exchange for the 

remainder of the calendar year in which 

the transfer occurs for any class of 

securities of a company listed on the 

Amex that transfers the listing of its 

primary class of common shares to the 

Exchange. This proposed rule change (i) 

is conditioned on the consummation of 

Merger, (ii) will not take effect until the 

date of consummation of the Merger, 

and (iii) will be of no further effect if the 

closing of the Merger does not take 

place by March 31, 2009. The 

amendment also provides that 

companies transferring the listing of 

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Federal Register / Vol. 73, No. 159 / Friday, August 15, 2008 / Notices 47995 

3The 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 in 

connection with the Merger that have been 

submitted by the NYSE and Amex. After the 

Merger, the Amex will be renamed NYSE Alternext 

U.S. LLC. The rule text included in Exhibit 5 

reflects this name change. 4 15 U.S.C. 78f(b)(5). 

their primary class of common stock 

from NYSE Arca to the Exchange (with 

respect to which the Exchange already 

waives annual fees for the first part 

year) will not be charged the prorated 

annual fee in the first year of listing for 

any class of securities that is transferred 

in connection with the transfer of the 

common stock. 

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 2008.3 In connection with the 

acquisition, the Exchange anticipates 

that some Amex-listed companies that 

qualify for listing on the Exchange may 

choose to transfer their listing to the 

Exchange. Consequently, subject to 

consummation of the Merger, the 

Exchange proposes to amend Section 

902.02 of the Manual to grant 

companies transferring the listing of 

their primary class of common shares 

and any other class of securities to the 

Exchange from the Amex 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 companies 

transferring to the Exchange from the 

Amex will already have paid annual 

continued listing fees to the Amex for 

the calendar year in which they transfer. 

Some companies may choose to transfer 

from the Amex to the Exchange in 

advance of the consummation of the 

acquisition. As such companies will be 

making their transfer decisions in 

expectation of the Merger, the Exchange 

believes that they should not be 

penalized for transferring before the 

closing date. Consequently, the 

Exchange believes that it is appropriate 

to apply the fee waiver retroactively to 

all companies that transfer to the 

Exchange from the Amex during the 

portion of the year in which the Merger 

is consummated prior to such 

consummation. 

The Exchange believes this fee waiver 

is not unfairly discriminatory and does 

not constitute an inequitable allocation 

of fees, 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. companies after 

the Merger. Companies 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 

companies 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 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 those companies. 

The Exchange also believes that 

waiving, subject to consummation of the 

Merger, the prorated annual fees 

applicable to any Amex security 

transferred to the NYSE prior to the 

Merger is not unfairly discriminatory or 

an inequitable allocation of fees. 

Specifically, the Exchange believes that 

the proposed fee waiver will not impact 

its ability to devote the same level of 

resources to its oversight of the 

companies that benefit from the waiver 

as it does for other listed companies or, 

more generally, impact its resource 

commitment to its regulatory oversight 

of the listing process or its regulatory 

programs. The Exchange notes that, after 

consummation of the Merger, the annual 

fee revenue paid by companies to the 

Amex prior to the Merger will be 

available to NYSE Regulation to finance 

its regulatory activities in relation to 

Amex-listed companies, regardless of 

whether such companies remain on 

NYSE Alternext U.S. or have chosen to 

transfer their listing to the NYSE at 

some point during the year either before 

or after the Merger. As such, collecting 

annual fees from companies upon 

transfer from the Amex to the NYSE 

would constitute a double billing of 

those companies for the regulatory 

expenses incurred by NYSE Regulation 

in relation to those companies during 

the year of transfer. 

Section 902.02 currently provides that 

any company transferring the listing of 

its primary class of common equity 

securities from NYSE Arca to the 

Exchange will not be charged any 

annual fees in connection with the first 

partial year of listing on the Exchange. 

Consistent with the Exchange’s 

proposed approach to waiving annual 

fees for all securities transferred from 

NYSE Alternext U.S. concurrent with 

the transfer of an issuer’s common 

stock, the Exchange proposes to extend 

the fee waiver described in the 

immediately preceding sentence to the 

prorated annual fees that would 

otherwise be payable with respect to 

any other class of securities that an 

issuer is transferring to the Exchange 

from NYSE Arca in conjunction with its 

transfer of its common stock. The 

Exchange believes this waiver is 

appropriate in light of the fact that the 

Exchange and NYSE Arca share a 

common parent and, without the 

waiver, NYSE Euronext would be 

collecting two separate annual fees in 

relation to such securities. In addition, 

the same staff from NYSE Regulation are 

responsible for compliance review of all 

securities listed on both markets and 

their prior experience with any 

securities transferring from NYSE Arca 

will significantly lessen the burden and 

costs associated with continued 

compliance review of those securities 

once they have been transferred to the 

NYSE. Specifically, the Exchange 

believes that the proposed fee waiver 

will not impact its ability to devote the 

same level of resources to its oversight 

of the companies that benefit from the 

waiver as it does for other listed 

companies or, more generally, impact its 

resource commitment to its regulatory 

oversight of the listing process or its 

regulatory programs. 

2. Statutory Basis 

The basis under the Exchange Act for 

this proposed rule change is the 

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

an Exchange have rules that are 

designed to promote just and equitable 

principles of trade, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system and, in 

general, to protect investors and the 

public interest. 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. or 

NYSE Arca will already have paid fees 

mstockstill on PROD1PC66 with NOTICES

47996 Federal Register / Vol. 73, No. 159 / Friday, August 15, 2008 / Notices 

5 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

to another exchange which, in the case 

of NYSE Arca, is currently under 

common ownership with the Exchange, 

and, in the case of NYSE Alternext U.S. 

will, upon consummation of the 

acquisition, be under the same 

ownership as the Exchange. The 

Exchange believes that the fee waiver is 

not unfairly discriminatory and does not 

constitute an inequitable allocation of 

fees 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. The Exchange believes that the 

application of the waiver to companies 

transferring to the NYSE from Amex 

prior to the Merger is not unfairly 

discriminatory and does not constitute 

an inequitable allocation of fees because 

the annual fee revenue collected by the 

Amex from these companies will be 

available to NYSE Regulation to finance 

its regulatory oversight of those 

companies after the Merger. 

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 purpose of the Exchange 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 self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve the proposed 

rule change, or 

(B) Institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send e-mail to rulecomments@sec.gov. Please include File 

Number SR–NYSE–2008–74 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–2008–74. 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 the filing will also 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–

2008–74 and should be submitted by 

September 5, 2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.5

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–18893 Filed 8–14–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58332; File No. SR–

NYSEArca–2008–51] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change and Amendment No. 1 

Thereto To Adopt Generic Listing and 

Trading Rules for Commodity-Based 

Trust Shares, Currency Trust Shares, 

and Commodity Index Trust Shares 

August 8, 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 June 13, 

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

‘‘Exchange’’), through its wholly owned 

subsidiary, NYSE Arca Equities, Inc. 

(‘‘NYSE Arca Equities’’), 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. On August 5, 

2008, NYSE Arca filed Amendment No. 

1 to the proposed rule change. 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 Exchange proposes to amend 

NYSE Arca Equities Rules 8.201 

(Commodity-Based Trust Shares), 8.202 

(Currency Trust Shares), and 8.203 

(Commodity Index Trust Shares) to 

adopt generic listing and trading rules 

for such securities. The text of the 

proposed rule change is available at the 

Exchange, the Commission’s Public 

Reference Room, and http:// 

www.nyse.com. 

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 these 

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 aspects of such 

statements. 

mstockstill on PROD1PC66 with NOTICES