Federal Register / Vol. 73, No. 188 / Friday, September 26, 2008 / Notices 55883 

5 15 U.S.C. 78s(b)(3)(A). 

6 17 CFR 240.19b–4(f)(6). 

7 In addition, Rule 19b–4(f)(6) under the Act 

requires the self-regulatory organization to give the 

Commission written notice of its intent to file the 

proposed rule change, along with a brief description 

and text of the proposed rule change, at least five 

business days prior to the date of filing of the 

proposed rule change, or such shorter time as 

designated by the Commission. The Commission 

has determined to waive the five-day prefiling 

period in this case. 

8For purposes only of waiving the 30-day 

operative delay of this proposal, the Commission 

has considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

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

1 15 USC. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3NYSE Bonds is the Exchange trading system 

designated for the purposes of receiving, 

processing, executing, and reporting orders in 

bonds. See NYSE Rule 86. 

4See Securities Exchange Act Release No. 58301 

(August 4, 2008), 73 FR 46672. 

5Section 902.09 of the Manual currently sets 

forth initial and continued listing fees to securities 

listed under Section 703.15 of the Manual (Foreign 

Currency Warrants and Currency Index Warrants) 

and Section 703.22 of the Manual (Index-Linked 

Securities) and traded on the equity floor of the 

Exchange. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

CBOE does not believe that the 

proposed rule change will impose any 

burden on competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The proposed rule change is filed for 

immediate effectiveness pursuant to 

section 19(b)(3)(A) of the Act 5 and Rule 

19b–4(f)(6) thereunder 6 because it 

effects a change that (i) does not 

significantly affect the protection of 

investors or the public interest; (ii) does 

not impose any significant burden on 

competition; and (iii) by its terms, does 

not become operative for 30 days after 

the date of the filing, or such shorter 

time as the Commission may designate 

if consistent with the protection of 

investors and the public interest.7

CBOE has requested the Commission 

to waive the 30-day operative delay 

because the proposal may assist 

investors by allowing greater control 

over order routing. The Commission 

hereby grants the Exchange’s request 

and believes such waiver is consistent 

with the protection of investors and the 

public interest. The CBSX-only order is 

similar to orders currently available on 

other markets and does not appear to 

raise any novel or significant issues.8

Accordingly, the Commission 

designates the proposed rule change 

operative upon filing with the 

Commission. 

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–CBOE–2008–97 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–CBOE–2008–97. 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 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–CBOE– 

2008–97 and should be submitted on or 

before October 17, 2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–22656 Filed 9–25–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58599; File No. SR–NYSE– 

2008–56] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Order 

Approving Proposed Rule Change To 

Amend Section 902.09 of the Listed 

Company Manual To Establish Fees for 

Securities Listed Under Sections 

703.21 and 703.22 of the Listed 

Company Manual and Traded on NYSE 

Bonds and To Waive Fees for 

Structured Products Transferred From 

the Amex to the NYSE 

September 19, 2008. 

I. Introduction 

On July 24, 2008, the New York Stock 

Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’),1 and 

Rule 19b–4 thereunder,2 a proposed rule 

change establish fees for securities listed 

under Sections 703.21 and 703.22 of the 

Listed Company Manual and traded on 

NYSE Bonds 3 and to waive fees for 

certain structured products transferred 

from the American Stock Exchange LLC 

(‘‘Amex’’) to the NYSE. The proposed 

rule change was published in the 

Federal Register on August 11, 2008.4

The Commission received no comments 

on the proposal. This order approves the 

proposed rule change. 

II. Description of the Proposal 

The Exchange proposes to amend 

Section 902.09 of the Manual to extend 

the initial and continued listing fees 

charged thereunder to certain listed 

securities traded on the equity floor to 

securities listed under Section 703.21 

(Equity-Linked Debt Securities) and 

Section 703.22 (Index-Linked 

Securities) and traded on NYSE Bonds.5

The Exchange does not currently set 

forth in the Manual any listing fees for 

securities that are listed under either 

Section 703.21 of the Manual (EquityLinked Debt Securities) or Section 


jlentini on PROD1PC65 with NOTICES
55884 Federal Register / Vol. 73, No. 188 / Friday, September 26, 2008 / Notices 

6See Section 902.09 of the Manual, which sets 

forth the listing fees and annual fees being proposed 

to be extended to Index-Linked Securities and 

Equity-Linked Debt Securities traded on NYSE 

Bonds. Generally, the section provided a graduated 

scale of initial listing fees depending on how many 

shares are outstanding, ranging from a minimum fee 

of $5,000 for shares outstanding up to 1 million, to 

a maximum fee of $45,000 for shares outstanding 

in excess of 15 million. Section 902.09 also 

provided a graduated scale of annual fees 

depending on the total number of securities 

outstanding per listed issue, ranging from a 

minimum fee of $10,000 for shares outstanding up 

to 6 million, to a maximum fee of $55,000 for shares 

outstanding in excess of 50 million. 

7NYSE 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. The members of the 

Amex voted to approve the transaction on June 17, 

2008. No vote of the NYSE Euronext shareholders 

is required. When filing its proposed rule change, 

the NYSE stated that it is currently anticipated that 

the acquisition will be consummated during the 

third quarter of 2008. 

8Section 902.08 of the Manual sets forth listing 

fees for securities that list under the debt standard 

in Section 703.19 of the Manual and trade on NYSE 

Bonds. There is no listing fee for the debt of NYSE 

equity issuers and affiliated companies, or for the 

debt of issuers exempt from registration under the 

Act. There is an initial listing fee of $15,000 for all 

other debt securities. 

9NYSE states that 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 US that are 

issued after the date of transfer. 

10 15 USC. 78f(b)(4). 

11 15 USC. 78f(b)(5). 

12 In approving this proposed rule change, the 

Commission notes that it has considered the 

proposed rules’ impact on efficiency, competition, 

and capital formation. See 15 USC. 78c(f). 

13 15 USC. 78f(b)(4). 

14The Commission notes that for certain 

structured products, including Equity-Linked Debt 

Securities traded on the equity floor that the fees 

in Section 902.05 of the Manual or Section 902.06 

of the Manual apply. Index-Linked Securities, 

irrespective of whether traded on the equity floor 

or on NYSE Bonds, would follow the fee schedule 

in Section 902.09 of the Manual. 

703.22 of the Manual (Index-Linked 

Securities) and traded on NYSE Bonds. 

The Exchange has determined that the 

most appropriate fee schedule for these 

securities is that set forth in Section 

902.09 of the Manual.6

In addition, the Exchange proposes to 

waive, in connection with transfers to 

the NYSE from NYSE Alternext US after 

the closing of the purchase of the Amex 

by NYSE Euronext (the ‘‘Merger’’),7 (i) 

all fees payable under Section 902.08 of 

the Manual in connection with such 

transfers,8 and (ii) in the case of 

securities that will be traded on NYSE 

Bonds, all fees payable under Section 

902.09 of the Manual in connection 

with such transfer, including the 

prorated annual fee payable for the 

calendar year in which the transfer 

occurs. The fee waivers 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. 

In its filing, NYSE stated that in 

connection with the acquisition, NYSE 

Euronext intends to discontinue the 

listing on NYSE Alternext US 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 US 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 US 

and traded on NYSE Bonds, including 

securities listed under Sections 703.19, 

703.21 and 703.22, provided the transfer 

to NYSE Bonds occurs during the 

calendar year in which the Merger is 

consummated.9 This waiver will only 

take effect upon consummation of NYSE 

Euronext’s acquisition of the Amex. 

The Exchange also stated in its filing 

that 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 US, 

including a substantial review of 

companies upon original listing. The 

Exchange further notes that 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. According 

to the Exchange, securities transferring 

from NYSE Alternext US 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 US 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. 

III. Discussion 

The Commission finds that the 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to a national securities 

exchange and, in particular, the 

requirements of Section 6(b) of the Act 

and the rules and regulations 

thereunder. Specifically, the 

Commission finds that the proposal is 

consistent with Sections 6(b)(4) 10 and 

6(b)(5) of the Act,11 which require 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, and are designed, among other 

things, 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, to protect 

investors and the public interest, and to 

not permit unfair discrimination 

between customers, issuers, brokers, or 

dealers.12

The Commission believes that the fees 

set forth for securities listed under 

either Section 703.21 of the Manual 

(Equity-Linked Debt Securities) or 

Section 703.22 of the Manual (IndexLinked Securities) and traded on NYSE 

Bonds are consistent with the Act, and 

Section 6(b)(4) of the Act 13 in 

particular. The Exchange has not 

previously listed any securities under 

Sections 703.21 or 703.22 of the Manual 

that traded on NYSE Bonds and 

consequently does not currently set 

forth in the Manual any listing fees for 

such securities. The Commission notes 

that the Exchange has determined that 

the most appropriate fee schedule for 

these securities is that set forth in 

Section 902.09 of the Manual. As noted 

above, these fees currently set forth 

initial and continued listing fees for 

Foreign Currency Warrants, Currency 

Index Warrants, and Index-Linked 

Securities traded on the equity floor of 

the Exchange, and the extension of these 

fees to Equity-Linked Debt Securities 

and Index-Linked Securities traded on 

NYSE Bonds appears to be reasonable.14


jlentini on PROD1PC65 with NOTICES
Federal Register / Vol. 73, No. 188 / Friday, September 26, 2008 / Notices 55885 

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

16 15 U.S.C. 78f(b)(5). 

17 15 U.S.C. 78s(b)(2). 

18 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 58311 

(August 5, 2008), 73 FR 47994. 

4NYSE 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. The members of the 

Amex voted to approve the transaction on June 17, 

2008. No vote of the NYSE Euronext shareholders 

is required. After the closing of the Merger, the 

Amex will be renamed NYSE Alternext US LLC. 

The Commission further believes that 

the waiver of certain listing fees in 

connection with transfers to the NYSE 

from NYSE Alternext US after the 

closing of the Merger is consistent with 

the Act. The Commission notes that an 

issuer seeking to transfer to the 

Exchange has already paid initial listing 

fees to another national securities 

exchange when it became a publicly 

traded company. The Commission also 

notes that the Exchange does not expect 

the loss of initial listing fees to be 

material and has stated that the fee 

waiver will not affect the Exchange’s 

ability to finance its regulatory 

activities. In addition, after the calendar 

year of the transfer of the issuer’s 

security, the Exchange would assess 

annual fees and listing of additional 

shares fees from these issuers. Further, 

the Exchange believes that there will be 

lower burdens and costs associated with 

its review of issuers transferring from 

another national securities exchange 

and in conducting ongoing compliance 

activities with respect to such 

companies. The Commission notes that 

NYSE has stated that review of transfers 

from NYSE Alternext US will be less 

costly than for an unaffiliated entity, as 

the same regulatory staff on Amex (that 

will have been absorbed by NYSE 

Regulation) will have conducted a 

substantial review of an Amex company 

that NYSE Regulation will be able to 

rely upon as a baseline in qualifying the 

company for listing on the Exchange 

and in conducting ongoing compliance 

activities with respect to any such 

company. Therefore, the Commission 

believes it is not inequitable or unfair to 

provide for a waiver of initial and 

annual fees for a limited period of time 

after the merger is consummated. 

Notwithstanding this, the Commission 

expects that a full and independent 

review of compliance with the listing 

standards will be conducted for any 

company seeking to take advantage of 

the fee waiver, just as for any company 

that applies for listing on the Exchange. 

Further, the Commission expects the 

Exchange to maintain its commitment to 

resources to its regulatory oversight of 

the listing process and its ongoing 

compliance review of listed companies 

under its regulatory program. 

Based on the above, the Commission 

believes the proposed listing fees and 

listing fee waivers do not constitute an 

inequitable allocation of reasonable 

dues, fees, and other charges under 

Section 6(b)(4) of the Act,15 do not 

permit unfair discrimination between 

issuers under Section 6(b)(5) of the 

Act,16 and are otherwise consistent with 

the requirements of the Act. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,17 that the 

proposed rule change (SR–NYSE–2008– 

56) is hereby approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–22587 Filed 9–25–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58601; File No. SR–NYSE– 

2008–74] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Order 

Approving Proposed Rule Change To 

Enable the Exchange To Waive Annual 

Listing Fees for Securities Transferring 

From the Amex or NYSE Arca, Inc. 

September 19, 2008. 

I. Introduction 

On August 4, 2008, the New York 

Stock Exchange LLC (‘‘NYSE’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’),1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

waive annual listing fees for securities 

transferring to NYSE from the American 

Stock Exchange LLC (‘‘Amex’’) or NYSE 

Arca, Inc. (‘‘NYSE Arca’’). The proposed 

rule change was published in the 

Federal Register on August 15, 2008.3

The Commission received no comments 

on the proposal. This order approves the 

proposed rule change. 

II. Description of the Proposal 

The Exchange proposes to amend 

Section 902.02 of the Manual to provide 

that, with retroactive effect from January 

1, 2008, for issuers that transfer their 

primary class of common stock from 

Amex to the Exchange, there shall be no 

annual fee for the remainder of the 

calendar year in which the transfer 

occurs for the transferred common stock 

and any other class of securities of a 

company listed on the Amex. This 

proposed rule change (i) is conditioned 

on the consummation of NYSE 

Euronext’s acquisition of the Amex (the 

‘‘Merger’’),4 (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 to the Exchange (with 

respect to which the Exchange already 

waives annual fees for the first part year, 

pursuant to Section 902.02 of the 

Manual) will not be charged the 

prorated annual fee in the first year of 

listing for any other class of securities 

that is transferred in connection with 

the transfer of the common stock. 

A. Securities Transferring From Amex 

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. As noted in its 

proposal, the Exchange believes this is 

appropriate because 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. 

The Exchange further stated that since 

some companies may choose to transfer 

from the Amex to the Exchange in 

advance of the consummation of the 

acquisition, and 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. 

In its proposal, the Exchange stated 

that 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 


jlentini on PROD1PC65 with NOTICES