Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change and Amendment Nos. 1 and 2 Thereto Relating to Listing and Annual Fees for Derivative Securities Products and Closed-End Funds, 27160-27164 [E7-9177]

Download as PDF 27160 Federal Register / Vol. 72, No. 92 / Monday, May 14, 2007 / Notices among its members and other persons using its facilities. B. Self-Regulatory Organization’s Statement on Burden on Competition The proposed rule change does not 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 not solicited, and does not intend to solicit, comments on this proposed rule change. The Exchange has not received any unsolicited written comments from members or other interested parties. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing proposed rule change has become effective upon filing with the Commission pursuant to Section 19(b)(3)(A)(ii) of the Act 7 and Rule 19b– 4(f)(2) thereunder,8 in that the proposed rule change establishes or changes a member due, fee, or other charge imposed by the self-regulatory organization. At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. IV. Solicitation of Comments For the Commission, by the Division of Market Regulation, pursuant to delegated authority.9 Florence E. Harmon, Deputy Secretary. [FR Doc. E7–9178 Filed 5–11–07; 8:45 am] BILLING CODE 8010–01–P 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 No. SR–ISE–2007–24 on the subject line. Paper Comments pwalker on PROD1PC71 with NOTICES All submissions should refer to File Number SR–ISE–2007–24. 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–2007–24 and should be submitted on or before June 4, 2007. • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. SECURITIES AND EXCHANGE COMMISSION [Release No. 34–55720; File No. SR– NYSEArca–2007–22] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change and Amendment Nos. 1 and 2 Thereto Relating to Listing and Annual Fees for Derivative Securities Products and Closed-End Funds 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 February 27, 2007, NYSE Arca, Inc. (‘‘NYSE Arca’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. U.S.C. 78s(b)(3)(A)(ii). 8 17 CFR 240.19, 240.19b–4(f)(2). VerDate Aug<31>2005 19:49 May 11, 2007 1 15 Jkt 211001 PO 00000 Frm 00088 I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change NYSE Arca, through its wholly owned subsidiary NYSE Arca Equities, Inc. (‘‘NYSE Arca Equities’’), is proposing to amend its Schedule of Fees and Charges (‘‘Fee Schedule’’) to revise the listing fees applicable to Derivative Securities Products, Closed-End Funds and Structured Products listed on NYSE Arca, L.L.C. (‘‘NYSE Arca Marketplace’’), the equities facility of NYSE Arca Equities. The Exchange also proposes related modifications to the Fee Schedule. The text of the proposed rule change is available at NYSE Arca, the Commission’s Public Reference Room, and http://www.nysearca.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, NYSE Arca 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. NYSE Arca 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 May 7, 2007. 9 17 7 15 change as described in Items I, II, and III below, which Items have been substantially prepared by NYSE Arca. On May 1, 2007, NYSEArca filed Amendment No. 1 to the proposed rule change.3 On May 3, 2007, NYSEArca 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. Fmt 4703 Sfmt 4703 NYSE Arca has determined to revise the listing fees specifically applicable to Derivative Securities Products (or 3 Amendment No. 1 replaces and supersedes the original filing in its entirety. 4 Amendment No. 2 conforms a single category in the annual fee chart for Derivative Securities Products in the purpose section with the Fee Schedule; and amends the purpose section to reflect that an additional issuer listed a series of Investment Company Units on the Exchange on March 28, 2007. E:\FR\FM\14MYN1.SGM 14MYN1 Federal Register / Vol. 72, No. 92 / Monday, May 14, 2007 / Notices 27161 ‘‘Products’’), Closed-End Funds and Structured Products,5 as follows: (1) Eliminate the Application Processing Fee for Derivative Securities Products, Closed-End Funds and Structured Products; (2) Impose an original listing fee of $5,000 per Derivative Securities Product; (3) Reduce, for some Derivative Securities Products, the Annual Fee; and (4) Establish a listing and annual fee schedule for Closed-End Funds based on New York Stock Exchange LLC (‘‘NYSE’’) fees for Closed-End Funds as set forth in Section 902.04 of the NYSE Listed Company Manual. This filing also proposes a number of related modifications to the Fee Schedule. The proposed revisions will apply as of January 1, 2007 (with the exception of listing fees for Closed-End Funds). a Listing Fee for subsequent additional listings of Funds from the same Fund issuer or ‘‘family,’’ regardless of whether one or more previously listed Funds remains listed on NYSE Arca.6 Further, this Listing Fee applies regardless of whether the Fund(s) lists in conjunction with an initial public offering, transfers from another marketplace, or concurrently lists or is already listed on another exchange or market. Summary of Current and Proposed Fees (2) Limitations on Closed-End Fund Listing Fees Fund Family Discount. If two or more b. Closed-End Funds 7 closed-end funds from the same fund When a Closed-End Fund lists a class family list at approximately the same time, the Exchange will cap the of common stock, or first lists a class of preferred stock in a case where common collective Listing Fee for those funds at $75,000. The Exchange will consider stock is not already listed, NYSE Arca funds from the same fund family to be Equities proposes Listing Fees as listing at approximately the same time follows: if an issuer provides notice that such Total listing funds will be listed as part of the same Number of securities issued fee transaction. A fund family consists of closed-end funds with a common Up to and including 10 million .. $20,000 investment adviser or investment Over 10 million up to and including 20 million .................. 30,000 advisers who are ‘‘affiliated persons’’ as Over 20 million ......................... 40,000 defined in Section 2(a)(3) of the Investment Company Act of 1940, as amended. (1) Listing Additional Securities by a Limitation on Listing Fees for Closed-End Fund Additional Class of Common Shares. A In the case of the following types of Closed-End Fund that applies to list a additional listings, Listing Fees are new class of common shares in addition calculated on a per share basis for each to its primary class will be charged a class according to the Listing Fee fixed Listing Fee of $5,000 in lieu of the schedule below: per share schedule. • At the time it first lists, a ClosedMinimum Listing Fee for Subsequent End Fund lists one or more classes of Listing of Additional Securities. NYSE preferred stock or warrants in addition Arca will impose a minimum to a primary class of common stock or application fee for a subsequent listing preferred stock; of additional securities of $2,500. When • Once listed, a Closed-End Fund listing additional securities, an issuer is lists additional shares of a class of billed Listing Fees in an amount equal previously listed securities; or to the greater of the $2,500 minimum • Once listed, a Closed-End Fund supplemental listing application fee and lists a new class of preferred stock or the fee calculated on a per share basis. warrants. This applies to the listing of additional shares of an already listed equity 6 Footnote 1 to the Exchange’s current Fee security or to the listing of an additional Schedule states that Fund ‘‘families’’ are those with a common investment advisor or investment class of equity security (other than a advisors, which are ‘‘affiliated persons’’ as defined new class of common shares). in the securities laws. Fee for Certain Changes. NYSE Arca 7 These fees are substantially identical to the fees will charge a $2,500 fee for changes that charged by the NYSE for Closed-End Funds. See involve modifications to Exchange NYSE Listed Company Manual, Section 902.04. 1. Application Processing Fee Currently, NYSE Arca levies a nonrefundable application processing fee of $500 for all applications to list ‘‘Funds’’ (which term currently encompasses Exchange-Traded Funds and ClosedEnd Funds) submitted at the same time by a Fund issuer or ‘‘family’’ regardless of the number of Funds to be listed. This fee is currently credited towards the applicable initial Listing Fee if the application is approved, or if the Fund issuer or ‘‘family’’ is not subject to an initial Listing Fee, towards the applicable Annual Fee. With this filing, NYSE Arca proposes to eliminate such Application Processing Fee and will impose no such fee for Derivative Securities Products, Closed-End Funds or Structured Products. pwalker on PROD1PC71 with NOTICES 2. Listing Fee Currently, NYSE Arca charges a onetime Listing Fee of $20,000 for the first Fund listed by a Fund issuer or Fund ‘‘family,’’ but does not currently charge 5 For purposes of this proposal, Derivative Securities Products include securities qualified for listing and trading on NYSE Arca under the following NYSE Arca Equities Rules: Rule 5.2(j)(3) (Investment Company Units), 5.2(j)(5) (Equity Gold Shares), 8.100 Portfolio Depositary Receipts), 8.200 (Trust Issued Receipts), 8.201 (Commodity-Based Trust Shares), 8.202 (Currency Trust Shares), 8.300 (Partnership Units), and 8.400 (Paired Trust Securities), as these rules may be amended from time to time. Closed-End Funds are a type of investment company registered under the Investment Company Act of 1940 that offer a fixed number of shares. Their assets are professionally managed in accordance with the Closed-End Fund’s investment objectives and policies, and may be invested in stocks, fixed income securities or a combination of both. VerDate Aug<31>2005 18:21 May 11, 2007 Jkt 211001 a. Derivative Securities Products With this filing, NYSE Arca proposes separate Listing Fees for Derivative Securities Products and Closed-End Funds. For Derivative Securities Products, NYSE Arca Equities proposes a Listing Fee fixed at $5,000 per Derivative Securities Product. The proposed Listing Fee applies regardless of whether the Product lists in conjunction with an initial public offering, transfers from another marketplace, or concurrently lists or is already listed on another exchange or market. PO 00000 Frm 00089 Fmt 4703 Sfmt 4703 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. (Examples are provided below, under ‘‘Calculating Listing Fees.’’) Number of securities issued Up to and including 2 million .. Over 2 million up to and including 4 million .................. Over 4 million up to and including 300 million .............. Over 300 million ..................... E:\FR\FM\14MYN1.SGM 14MYN1 Fee per share $0.01475 0.0074 0.0035 0.0019 pwalker on PROD1PC71 with NOTICES 27162 Federal Register / Vol. 72, No. 92 / Monday, May 14, 2007 / Notices records, for example, changes of name, par value, title of security or designation. Application Fee for Technical Original Listings and Reverse Stock Splits. NYSE Arca will apply a $5,000 application fee for a Technical Original Listing if the change in the issuer’s status is technical in nature and the shareholders of the original issuer receive or retain a share-for-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 $5,000 application fee also will apply 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 will be 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 result 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 the 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 (i.e., resulting from a merger, acquisition or consolidation which has the effect of circumventing the standards for original listing). Listing Fees for Pre-emptive Rights. Preemptive rights representing equity securities are not subject to a separate Listing Fee. As of the date that VerDate Aug<31>2005 18:21 May 11, 2007 Jkt 211001 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. (3) 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. c. Structured Products The Fee Schedule is being amended to specify that the $20,000 Listing Fee, in addition to Initial Public Offerings, applies to an initial listing (e.g., a listing transfer to NYSE Arca from another exchange). 3. Annual Fees Currently, NYSE Arca charges Annual Fees specifically for Exchange-Traded Funds and Closed-End Funds based on the aggregate total shares outstanding of such Funds listed by the same Fund issuer or Fund ‘‘family,’’ as follows: Aggregate total shares outstanding Less than 10 million ................. 10 million to less than 30 million ......................................... 30 million to less than 50 million ......................................... 50 million to less than 100 million ......................................... 100 million to less than 250 million .................................... 250 million to less than 500 million .................................... 500 million to less than 750 million .................................... 750 million to less than one billion ......................................... Greater than one billion ............ Annual fee $5,000 10,000 15,000 year of listing. The aggregate total shares outstanding is calculated based on the total shares outstanding as reported by the Fund issuer or Fund ‘‘family’’ in its most recent periodic filing with the Commission or other publicly available information. Annual Fees are not prorated or reduced for Funds that delist for any reason. Annual Fees apply regardless of whether any of these Funds is listed elsewhere. a. Derivative Securities Products NYSE Arca Equities proposes revised Annual Fees for Derivative Securities Products based on total shares outstanding for each issue, as follows: Aggregate total shares outstanding (each issue) Less than 25 million ................. 25 million up to 49,999,999 ...... 50 million up to 99,999,999 ...... 100 million up to 249,999,999 .. 250 million up to 499,999,999 .. 500 million and over ................. Annual fee $2,000 4,000 8,000 15,000 20,000 25,000 The revised Annual Fee for Derivative Securities Products will be billed quarterly in arrears effective as of January 1, 2007. As such, billing for the first calendar quarter of 2007, for example, will be based on the number of shares outstanding for an issue on March 30, 2007. For example, for an issue with 45 million shares outstanding on March 30, 2007, the Annual Fee payable for the quarter would be $1,000 ($4,000 Annual Fee divided by 4). If, at the end of the second calendar quarter of 2007, the number of shares outstanding for such issue increased to 55 million, the Annual Fee payable for such quarter would be $2,000 ($8,000 Annual Fee divided by 4). The Exchange believes it is appropriate to apply the revised Annual Fees to issuers of the specified securities as of January 1, 2007 to permit the Exchange to apply the fee in the same manner to all such issuers listed on the Exchange, including those listed in the first quarter of 2007. The revised Annual Fee is expected to be lower for some issuers than the current Annual Fee. b. Closed-End Funds 20,000 (1) Annual Fee Schedule for Primary Listed Security NYSE Arca Equities proposes the 40,000 following Annual Fee Schedule for a Closed-End Fund’s primary class of 50,000 listed security (common stock, or 60,000 preferred stock if no common stock is 80,000 listed) and will be equal to the greater of the minimum fee or the fee calculated Annual Fees are assessed beginning in on a per share basis: the first full calendar year following the Per Share Rate—$0.00093 per share PO 00000 Frm 00090 Fmt 4703 Sfmt 4703 30,000 E:\FR\FM\14MYN1.SGM 14MYN1 Federal Register / Vol. 72, No. 92 / Monday, May 14, 2007 / Notices Minimum Fee—$25,000 The Annual Fee for Closed-End Funds is payable in January each year, and issuers are subject to Annual Fees in the year of listing, pro-rated based on days listed that calendar year. pwalker on PROD1PC71 with NOTICES (2) Additional Classes of Listed Equity Issues The Annual Fee for equity issues other than the primary class of security listed will be 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 (3) 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 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, 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. 4. Implementation NYSE Arca proposes to implement these revised fees, as applicable, to all VerDate Aug<31>2005 18:21 May 11, 2007 Jkt 211001 issuers of Derivative Securities Products, Closed-End Funds and Structured Products as of January 1, 2007 with the exception of listing fees for Closed-End Funds, which will take effect as of the date of Commission approval of the proposed rule change. The Exchange believes such implementation date is appropriate under the circumstances described below. NYSE Arca believes this proposal will streamline and clarify the fees applicable to Derivative Securities Products and Closed-End Funds, making them easier to understand and apply while continuing to provide for adequate support of the ongoing costs of issuer services, including regulatory oversight and product and service offerings. Further, this proposal aligns NYSE Arca listing and annual fees for Derivative Securities Products and Closed-End Funds with the fees charged by the NYSE, further simplifying the Fee Schedule and helping NYSE Arca to compete more effectively for listings. For Derivative Securities Products, the proposed Listing Fees provide an alternative fee structure and will in certain circumstances be lower for issuers than the previous Fee Schedule. The Exchange believes it is appropriate to apply these potential cost savings to issuers as of January 2007.8 As discussed above, the revised Annual Fee for Derivative Securities Products will be billed quarterly in arrears, beginning after the first calendar quarter in 2007, effective as of January 1, 2007. The Annual Fee is expected to be lower for some Derivative Securities Products issuers than the current Annual Fee, but may be higher in some cases depending on the number of funds listed by the same issuer and the shares 8 The Exchange notes that, with one exception discussed below, the only Derivative Securities Products currently listed on the Exchange are Investment Company Units (Exchange-Traded Funds) of one issuer of two separate trusts, which were listed on the Exchange in 2006. Because these listings were transfers from another national securities exchange, the issuer incurred no listing fee, in accordance with Commentary .04 to the Exchange’s Fee Schedule (which will cease to have effect on December 31, 2007). The Exchange has advised the issuer of the proposed changes to the Listing and Annual Fees. These two trusts listed six and 13 funds, respectively. Except for Commentary .04, the listing fee for each trust would have been $20,000. For new Derivative Securities Product issues, an issuer listing five or more issues would incur a higher listing fee under the proposed schedule than under the current schedule (e.g., an issuer listing six funds would pay $30,000, and $5,000 for each subsequent fund listed.) An additional issuer listed a series of Investment Company Units on the Exchange on March 28, 2007, and the issuer would incur an initial listing fee of $20,000 under the current fee schedule and $5,000 under the proposed schedule. PO 00000 Frm 00091 Fmt 4703 Sfmt 4703 27163 outstanding for each fund.9 The proposed Annual Fee for Closed-End Funds will apply as of January 1, 2007, and, for issuers listed in calendar year 2007, will be pro-rated based on days listed in 2007.10 2. Statutory Basis NYSE Arca believes that the proposal is consistent with Section 6(b) 11 of the Act, in general, and Section 6(b)(4)12 of the Act, in particular, in that it provides for the equitable allocation of reasonable dues, fees and other charges among its issuers and other persons using its facilities. B. Self-Regulatory Organization’s Statement on Burden on Competition NYSE Arca 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 Act. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others NYSE Arca has neither solicited nor received written comments on the proposed modifications to its fee schedule. 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 will: (A) By order approve such proposed rule change, or 9 Taking the example of the two trusts discussed above (see preceding footnote), the two trusts would have incurred Annual Fees of $30,000 and $50,000, respectively, based on the total aggregate shares of each trust outstanding at year-end 2006 (assuming the funds of each trust had been listed the entire year and the shares outstanding remained constant throughout the year). Under the proposed fee schedule, Annual Fees will be based on total shares outstanding of each fund. Accordingly, under the same circumstances described above, the trusts would incur an Annual Fee of $20,000 and $81,000, respectively, based on shares outstanding of each of their funds. 10 The Exchange notes that application of the proposed Annual Fee as of January 1, 2007 for Closed-End Funds will potentially impact only a few issuers. Following discussions, beginning in 2006, with Closed-End Fund issuers about changes to the Annual Fee, eight of these funds delisted from the Exchange. The Exchange dually lists three Closed-End Funds, one of which is pending delisting. 11 15 U.S.C. 78f(b). 12 15 U.S.C. 78f(b)(4). E:\FR\FM\14MYN1.SGM 14MYN1 27164 Federal Register / Vol. 72, No. 92 / Monday, May 14, 2007 / Notices (B) Institute proceedings to determine whether the proposed rule change should be disapproved. III. 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 No. SR–NYSEArca–2007–22 on the subject line. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.13 Florence E. Harmon, Deputy Secretary. [FR Doc. E7–9177 Filed 5–11–07; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–55723; File No. SR– NYSEArca–2007–38] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change and Amendment No. 1 Thereto Relating to Rule 6.80 Governing Accommodation Transactions (Cabinet Trades) May 8, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 • Send paper comments in triplicate notice is hereby given that on April 17, to Nancy M. Morris, Secretary, 2007, NYSE Arca, Inc. (‘‘NYSE Arca’’ or Securities and Exchange Commission, the ‘‘Exchange’’) filed with the Station Place, 100 F Street, NE., Securities and Exchange Commission Washington, DC 20549–1090. (‘‘Commission’’) the proposed rule All submissions should refer to File change as described in Items I and II Number SR–NYSEArca–2007–22. This below, which Items have been file number should be included on the substantially prepared by the Exchange. subject line if e-mail is used. To help the On May 7, 2007, NYSE Arca filed Commission process and review your Amendment No. 1 to the proposed rule comments more efficiently, please use change. The Commission is publishing only one method. The Commission will this notice to solicit comment on the post all comments on the Commission’s proposed rule change, as amended, from interested persons. Internet Web site (http://www.sec.gov/ rules/sro.shtml). Copies of the I. Self-Regulatory Organization’s submission, all subsequent Statement of the Terms of Substance of amendments, all written statements the Proposed Rule Change with respect to the proposed rule The Exchange proposes to amend change that are filed with the NYSE Arca Rule 6.80 governing Commission, and all written Accommodation Transactions, also communications relating to the referred to as Cabinet Trades. The text proposed rule change between the of the proposed rule change is available Commission and any person, other than at NYSE Arca, the Commission’s Public those that may be withheld from the Reference Room, and http:// public in accordance with the www.nysearca.com. provisions of 5 U.S.C. 552, will be II. Self-Regulatory Organization’s available for inspection and copying in Statement of the Purpose of, and the Commission’s Public Reference Room. Copies of such filing also will be Statutory Basis for, the Proposed Rule Change available for inspection and copying at the principal office of the Exchange. All In its filing with the Commission, the Exchange included statements comments received will be posted concerning the purpose of and basis for without change; the Commission does the proposed rule change and discussed not edit personal identifying any comments it received on the information from submissions. You proposed rule change. The text of these should submit only information that you wish to make available publicly. All statements may be examined at the places specified in Item IV below. The submissions should refer to File Number SR–NYSEArca–2007–22 and 13 17 CFR 200.30–3(a)(12). should be submitted on or before June 1 15 U.S.C. 78s(b)(1). 4, 2007. 2 17 CFR 240.19b–4. pwalker on PROD1PC71 with NOTICES Paper Comments VerDate Aug<31>2005 18:21 May 11, 2007 Jkt 211001 PO 00000 Frm 00092 Fmt 4703 Sfmt 4703 Exchange 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 An ‘‘accommodation’’ or ‘‘cabinet’’ trade refers to trades in listed options on the Exchange that may be considered worthless or which are not actively traded. Exchange Rule 6.80, Accommodation Transactions (Cabinet Trades), which sets forth specific procedures for engaging in cabinet trades, currently (i) permits cabinet trades to occur via open outcry at a cabinet price of $1 per option contract when the class does not trade on the NYSE Arca automated electronic trading system,3 and (ii) requires Market Makers and Floor Brokers who wish to conduct a cabinet transactions to place their orders with a Trading Official. The primary purpose of this rule change is to amend Exchange Rule 6.80 to authorize Floor Brokers and Market Makers to initiate cabinet trades. Under the existing procedures, Market Makers and Floor Brokers are only permitted to (i) place cabinet orders with a Trading Official and (ii) respond at a cabinet price to a request for a quote from a Trading Official. Pursuant to the proposed amendment, Market Makers and Floor Brokers will also be permitted to initiate a cabinet trade in the trading crowd on their own, without the need to first place the order with a Trading Official. This will save the additional time and process involved in a Market Maker or Floor Broker needing to first place a cabinet order that they are initiating, with a Trading Official, who would then in turn represent and execute the order on behalf of the Market Maker or Floor Broker. Permitting Market Makers and Floor Brokers to initiate cabinet orders and trades on their own accord will provide Market Makers and Floor Brokers with additional flexibility and will facilitate the fair, orderly and efficient handling of cabinet transactions on the Exchange. Permitting Market Makers and Floor Brokers to represent cabinet orders is 3 Cabinet orders were previously eligible for automated electronic trading on the PCX Plus system. NYSE Arca decommissioned the PCX Plus electronic trading system during the fourth quarter of 2006 and replaced it with the OX electronic trading system. As a result, the Exchange proposes to delete the name ‘‘PCX Plus’’ from the text of Rule 6.80. At this time no issues have been designated for cabinet trading on OX or any other Exchange sponsored electronic system. E:\FR\FM\14MYN1.SGM 14MYN1

Agencies

[Federal Register Volume 72, Number 92 (Monday, May 14, 2007)]
[Notices]
[Pages 27160-27164]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-9177]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-55720; File No. SR-NYSEArca-2007-22]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change and Amendment Nos. 1 and 2 Thereto Relating to 
Listing and Annual Fees for Derivative Securities Products and Closed-
End Funds

 May 7, 2007.
    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 February 27, 2007, NYSE Arca, Inc. (``NYSE Arca'' or the 
``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 substantially prepared by NYSE 
Arca. On May 1, 2007, NYSEArca filed Amendment No. 1 to the proposed 
rule change.\3\ On May 3, 2007, NYSEArca 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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Amendment No. 1 replaces and supersedes the original filing 
in its entirety.
    \4\ Amendment No. 2 conforms a single category in the annual fee 
chart for Derivative Securities Products in the purpose section with 
the Fee Schedule; and amends the purpose section to reflect that an 
additional issuer listed a series of Investment Company Units on the 
Exchange on March 28, 2007.
---------------------------------------------------------------------------

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

    NYSE Arca, through its wholly owned subsidiary NYSE Arca Equities, 
Inc. (``NYSE Arca Equities''), is proposing to amend its Schedule of 
Fees and Charges (``Fee Schedule'') to revise the listing fees 
applicable to Derivative Securities Products, Closed-End Funds and 
Structured Products listed on NYSE Arca, L.L.C. (``NYSE Arca 
Marketplace''), the equities facility of NYSE Arca Equities. The 
Exchange also proposes related modifications to the Fee Schedule. The 
text of the proposed rule change is available at NYSE Arca, the 
Commission's Public Reference Room, and http://www.nysearca.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, NYSE Arca 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. NYSE Arca 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
    NYSE Arca has determined to revise the listing fees specifically 
applicable to Derivative Securities Products (or

[[Page 27161]]

``Products''), Closed-End Funds and Structured Products,\5\ as follows:
---------------------------------------------------------------------------

    \5\ For purposes of this proposal, Derivative Securities 
Products include securities qualified for listing and trading on 
NYSE Arca under the following NYSE Arca Equities Rules: Rule 
5.2(j)(3) (Investment Company Units), 5.2(j)(5) (Equity Gold 
Shares), 8.100 Portfolio Depositary Receipts), 8.200 (Trust Issued 
Receipts), 8.201 (Commodity-Based Trust Shares), 8.202 (Currency 
Trust Shares), 8.300 (Partnership Units), and 8.400 (Paired Trust 
Securities), as these rules may be amended from time to time.
    Closed-End Funds are a type of investment company registered 
under the Investment Company Act of 1940 that offer a fixed number 
of shares. Their assets are professionally managed in accordance 
with the Closed-End Fund's investment objectives and policies, and 
may be invested in stocks, fixed income securities or a combination 
of both.
---------------------------------------------------------------------------

    (1) Eliminate the Application Processing Fee for Derivative 
Securities Products, Closed-End Funds and Structured Products;
    (2) Impose an original listing fee of $5,000 per Derivative 
Securities Product;
    (3) Reduce, for some Derivative Securities Products, the Annual 
Fee; and
    (4) Establish a listing and annual fee schedule for Closed-End 
Funds based on New York Stock Exchange LLC (``NYSE'') fees for Closed-
End Funds as set forth in Section 902.04 of the NYSE Listed Company 
Manual.
    This filing also proposes a number of related modifications to the 
Fee Schedule. The proposed revisions will apply as of January 1, 2007 
(with the exception of listing fees for Closed-End Funds).

Summary of Current and Proposed Fees

1. Application Processing Fee
    Currently, NYSE Arca levies a non-refundable application processing 
fee of $500 for all applications to list ``Funds'' (which term 
currently encompasses Exchange-Traded Funds and Closed-End Funds) 
submitted at the same time by a Fund issuer or ``family'' regardless of 
the number of Funds to be listed. This fee is currently credited 
towards the applicable initial Listing Fee if the application is 
approved, or if the Fund issuer or ``family'' is not subject to an 
initial Listing Fee, towards the applicable Annual Fee. With this 
filing, NYSE Arca proposes to eliminate such Application Processing Fee 
and will impose no such fee for Derivative Securities Products, Closed-
End Funds or Structured Products.
2. Listing Fee
    Currently, NYSE Arca charges a one-time Listing Fee of $20,000 for 
the first Fund listed by a Fund issuer or Fund ``family,'' but does not 
currently charge a Listing Fee for subsequent additional listings of 
Funds from the same Fund issuer or ``family,'' regardless of whether 
one or more previously listed Funds remains listed on NYSE Arca.\6\ 
Further, this Listing Fee applies regardless of whether the Fund(s) 
lists in conjunction with an initial public offering, transfers from 
another marketplace, or concurrently lists or is already listed on 
another exchange or market.
---------------------------------------------------------------------------

    \6\ Footnote 1 to the Exchange's current Fee Schedule states 
that Fund ``families'' are those with a common investment advisor or 
investment advisors, which are ``affiliated persons'' as defined in 
the securities laws.
---------------------------------------------------------------------------

a. Derivative Securities Products
    With this filing, NYSE Arca proposes separate Listing Fees for 
Derivative Securities Products and Closed-End Funds. For Derivative 
Securities Products, NYSE Arca Equities proposes a Listing Fee fixed at 
$5,000 per Derivative Securities Product. The proposed Listing Fee 
applies regardless of whether the Product lists in conjunction with an 
initial public offering, transfers from another marketplace, or 
concurrently lists or is already listed on another exchange or market.
b. Closed-End Funds \7\
---------------------------------------------------------------------------

    \7\ These fees are substantially identical to the fees charged 
by the NYSE for Closed-End Funds. See NYSE Listed Company Manual, 
Section 902.04.
---------------------------------------------------------------------------

    When a Closed-End Fund lists a class of common stock, or first 
lists a class of preferred stock in a case where common stock is not 
already listed, NYSE Arca Equities proposes Listing Fees as follows:

------------------------------------------------------------------------
                                                                Total
                Number of securities issued                  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
------------------------------------------------------------------------

(1) Listing Additional Securities by a Closed-End Fund
    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
     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. (Examples are 
provided below, under ``Calculating Listing Fees.'')

------------------------------------------------------------------------
                                                               Fee per
                Number of securities issued                     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
------------------------------------------------------------------------

(2) Limitations on Closed-End Fund 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. NYSE Arca will impose a minimum application fee for a 
subsequent listing of additional securities of $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. NYSE Arca will charge a $2,500 fee for 
changes that involve modifications to Exchange

[[Page 27162]]

records, for example, changes of name, par value, title of security or 
designation.
    Application Fee for Technical Original Listings and Reverse Stock 
Splits. NYSE Arca will apply a $5,000 application fee for a Technical 
Original Listing if the change in the issuer's status is technical in 
nature and the shareholders of the original issuer receive or retain a 
share-for-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 $5,000 application fee also will apply 
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 will be 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 result 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 the 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 (i.e., 
resulting from a merger, acquisition or consolidation which has the 
effect of circumventing the standards for original listing).
    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.
(3) 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.
c. Structured Products
    The Fee Schedule is being amended to specify that the $20,000 
Listing Fee, in addition to Initial Public Offerings, applies to an 
initial listing (e.g., a listing transfer to NYSE Arca from another 
exchange).
3. Annual Fees
    Currently, NYSE Arca charges Annual Fees specifically for Exchange-
Traded Funds and Closed-End Funds based on the aggregate total shares 
outstanding of such Funds listed by the same Fund issuer or Fund 
``family,'' as follows:

------------------------------------------------------------------------
            Aggregate total shares  outstanding               Annual fee
------------------------------------------------------------------------
Less than 10 million.......................................       $5,000
10 million to less than 30 million.........................       10,000
30 million to less than 50 million.........................       15,000
50 million to less than 100 million........................       20,000
100 million to less than 250 million.......................       30,000
250 million to less than 500 million.......................       40,000
500 million to less than 750 million.......................       50,000
750 million to less than one billion.......................       60,000
Greater than one billion...................................       80,000
------------------------------------------------------------------------

    Annual Fees are assessed beginning in the first full calendar year 
following the year of listing. The aggregate total shares outstanding 
is calculated based on the total shares outstanding as reported by the 
Fund issuer or Fund ``family'' in its most recent periodic filing with 
the Commission or other publicly available information. Annual Fees are 
not pro-rated or reduced for Funds that delist for any reason. Annual 
Fees apply regardless of whether any of these Funds is listed 
elsewhere.
a. Derivative Securities Products
    NYSE Arca Equities proposes revised Annual Fees for Derivative 
Securities Products based on total shares outstanding for each issue, 
as follows:

------------------------------------------------------------------------
      Aggregate total shares outstanding  (each issue)        Annual fee
------------------------------------------------------------------------
Less than 25 million.......................................       $2,000
25 million up to 49,999,999................................        4,000
50 million up to 99,999,999................................        8,000
100 million up to 249,999,999..............................       15,000
250 million up to 499,999,999..............................       20,000
500 million and over.......................................       25,000
------------------------------------------------------------------------

    The revised Annual Fee for Derivative Securities Products will be 
billed quarterly in arrears effective as of January 1, 2007. As such, 
billing for the first calendar quarter of 2007, for example, will be 
based on the number of shares outstanding for an issue on March 30, 
2007. For example, for an issue with 45 million shares outstanding on 
March 30, 2007, the Annual Fee payable for the quarter would be $1,000 
($4,000 Annual Fee divided by 4). If, at the end of the second calendar 
quarter of 2007, the number of shares outstanding for such issue 
increased to 55 million, the Annual Fee payable for such quarter would 
be $2,000 ($8,000 Annual Fee divided by 4). The Exchange believes it is 
appropriate to apply the revised Annual Fees to issuers of the 
specified securities as of January 1, 2007 to permit the Exchange to 
apply the fee in the same manner to all such issuers listed on the 
Exchange, including those listed in the first quarter of 2007. The 
revised Annual Fee is expected to be lower for some issuers than the 
current Annual Fee.
b. Closed-End Funds
(1) Annual Fee Schedule for Primary Listed Security
    NYSE Arca Equities proposes the following Annual Fee Schedule for a 
Closed-End Fund's primary class of listed security (common stock, or 
preferred stock if no common stock is listed) and will be equal to the 
greater of the minimum fee or the fee calculated on a per share basis:

Per Share Rate--$0.00093 per share

[[Page 27163]]

Minimum Fee--$25,000

    The Annual Fee for Closed-End Funds is payable in January each 
year, and issuers are subject to Annual Fees in the year of listing, 
pro-rated based on days listed that calendar year.
(2) Additional Classes of Listed Equity Issues
    The Annual Fee for equity issues other than the primary class of 
security listed will be 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

(3) 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 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, 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 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.
4. Implementation
    NYSE Arca proposes to implement these revised fees, as applicable, 
to all issuers of Derivative Securities Products, Closed-End Funds and 
Structured Products as of January 1, 2007 with the exception of listing 
fees for Closed-End Funds, which will take effect as of the date of 
Commission approval of the proposed rule change. The Exchange believes 
such implementation date is appropriate under the circumstances 
described below. NYSE Arca believes this proposal will streamline and 
clarify the fees applicable to Derivative Securities Products and 
Closed-End Funds, making them easier to understand and apply while 
continuing to provide for adequate support of the ongoing costs of 
issuer services, including regulatory oversight and product and service 
offerings. Further, this proposal aligns NYSE Arca listing and annual 
fees for Derivative Securities Products and Closed-End Funds with the 
fees charged by the NYSE, further simplifying the Fee Schedule and 
helping NYSE Arca to compete more effectively for listings.
    For Derivative Securities Products, the proposed Listing Fees 
provide an alternative fee structure and will in certain circumstances 
be lower for issuers than the previous Fee Schedule. The Exchange 
believes it is appropriate to apply these potential cost savings to 
issuers as of January 2007.\8\
---------------------------------------------------------------------------

    \8\ The Exchange notes that, with one exception discussed below, 
the only Derivative Securities Products currently listed on the 
Exchange are Investment Company Units (Exchange-Traded Funds) of one 
issuer of two separate trusts, which were listed on the Exchange in 
2006. Because these listings were transfers from another national 
securities exchange, the issuer incurred no listing fee, in 
accordance with Commentary .04 to the Exchange's Fee Schedule (which 
will cease to have effect on December 31, 2007). The Exchange has 
advised the issuer of the proposed changes to the Listing and Annual 
Fees. These two trusts listed six and 13 funds, respectively. Except 
for Commentary .04, the listing fee for each trust would have been 
$20,000. For new Derivative Securities Product issues, an issuer 
listing five or more issues would incur a higher listing fee under 
the proposed schedule than under the current schedule (e.g., an 
issuer listing six funds would pay $30,000, and $5,000 for each 
subsequent fund listed.) An additional issuer listed a series of 
Investment Company Units on the Exchange on March 28, 2007, and the 
issuer would incur an initial listing fee of $20,000 under the 
current fee schedule and $5,000 under the proposed schedule.
---------------------------------------------------------------------------

    As discussed above, the revised Annual Fee for Derivative 
Securities Products will be billed quarterly in arrears, beginning 
after the first calendar quarter in 2007, effective as of January 1, 
2007. The Annual Fee is expected to be lower for some Derivative 
Securities Products issuers than the current Annual Fee, but may be 
higher in some cases depending on the number of funds listed by the 
same issuer and the shares outstanding for each fund.\9\ The proposed 
Annual Fee for Closed-End Funds will apply as of January 1, 2007, and, 
for issuers listed in calendar year 2007, will be pro-rated based on 
days listed in 2007.\10\
---------------------------------------------------------------------------

    \9\ Taking the example of the two trusts discussed above (see 
preceding footnote), the two trusts would have incurred Annual Fees 
of $30,000 and $50,000, respectively, based on the total aggregate 
shares of each trust outstanding at year-end 2006 (assuming the 
funds of each trust had been listed the entire year and the shares 
outstanding remained constant throughout the year). Under the 
proposed fee schedule, Annual Fees will be based on total shares 
outstanding of each fund. Accordingly, under the same circumstances 
described above, the trusts would incur an Annual Fee of $20,000 and 
$81,000, respectively, based on shares outstanding of each of their 
funds.
    \10\ The Exchange notes that application of the proposed Annual 
Fee as of January 1, 2007 for Closed-End Funds will potentially 
impact only a few issuers. Following discussions, beginning in 2006, 
with Closed-End Fund issuers about changes to the Annual Fee, eight 
of these funds delisted from the Exchange. The Exchange dually lists 
three Closed-End Funds, one of which is pending delisting.
---------------------------------------------------------------------------

2. Statutory Basis
    NYSE Arca believes that the proposal is consistent with Section 
6(b) \11\ of the Act, in general, and Section 6(b)(4)\12\ of the Act, 
in particular, in that it provides for the equitable allocation of 
reasonable dues, fees and other charges among its issuers and other 
persons using its facilities.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

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

    NYSE Arca 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 Act.

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

    NYSE Arca has neither solicited nor received written comments on 
the proposed modifications to its fee schedule.

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

[[Page 27164]]

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

III. 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 No. SR-NYSEArca-2007-22 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2007-22. 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 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-2007-22 and should be submitted on or before 
June 4, 2007.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\13\
---------------------------------------------------------------------------

    \13\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-9177 Filed 5-11-07; 8:45 am]
BILLING CODE 8010-01-P