Self-Regulatory Organizations; New York Stock Exchange LLC; Order Approving Proposed Rule Change Amending Its Listing Fees for Structured Products, 2899-2900 [2010-821]
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Federal Register / Vol. 75, No. 11 / Tuesday, January 19, 2010 / Notices
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–FINRA–2009–093 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–FINRA–2009–093. 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 (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission,10, 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–
2009–093 and should be submitted on
or before February 9, 2010.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.11
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010–798 Filed 1–15–10; 8:45 am]
jlentini on DSKJ8SOYB1PROD with NOTICES
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–61338; File No. SR–FINRA–
2009–084]
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Order Approving
Proposed Rule Change To Adopt
FINRA Rule 5330 (Adjustment of
Orders) in the Consolidated FINRA
Rulebook
January 12, 2010.
On November 24, 2009, the Financial
Industry Regulatory Authority, Inc.
(‘‘FINRA’’) (f/k/a National Association of
Securities Dealers, Inc. (‘‘NASD’’)) 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 adopt NASD Rule 3220
(Adjustment of Open Orders) as a
FINRA rule in the consolidated FINRA
rulebook with several changes and to
renumber NASD Rule 3220 as FINRA
Rule 5330 in the consolidated FINRA
rulebook. The proposed rule change was
published for comment in the Federal
Register on December 8, 2009.3 The
Commission received no comments on
the proposal. This order approves the
proposed rule change.
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
association.4 In particular, the
Commission finds that the proposed
rule change is consistent with the
provisions of Section 15A(b)(6) of the
Act,5 which requires, among other
things, that FINRA rules be designed to
prevent fraudulent and manipulative
acts and practices, to promote just and
equitable principles of trade, and, in
general, to protect investors and the
public interest.
The Commission believes that the
proposed rule change is appropriate to
continue to set forth how members are
to adjust the terms of open orders when
such orders involve a security that is
subject to a dividend, payment, or
distribution. The Commission notes that
members will be prohibited from
executing or permitting the execution of
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 61083
(December 1, 2009), 74 FR 64774.
4 In approving this proposal, the Commission has
considered the proposed rule’s impact on
efficiency, competition and capital formation. See
15 U.S.C. 78c(f).
5 15 U.S.C. 78o–3(b)(6).
2 17
10 The text of the proposed rule change is
available on the Commission’s Web site at https://
www.sec.gov/.
11 17 CFR 200.30–3(a)(12).
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16:28 Jan 15, 2010
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PO 00000
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Fmt 4703
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2899
such open orders without first
reconfirming the order with the
customer when the value of a
distribution cannot be determined. The
Commission also notes that members
will now be required to cancel all orders
(both buy and sell), rather than just
open orders, if a security is the subject
of a reverse split. Members also will be
required to notify a customer with a
pending order that is not otherwise
required to be adjusted under the rule
when his or her order is the subject of
a reverse split. The Commission
believes that the proposed rule change
will conform FINRA Rule 5330 with
current trading practices, including the
conversion from fractional to decimal
trading increments. The Commission
further believes that the proposed rule
change will bring uniformity and
harmonization to the treatment of open
orders by conforming FINRA Rule 5330
with comparable rules of other selfregulatory organizations.6
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,7 that the
proposed rule change (SR–FINRA–
2009–084) be, and it hereby is,
approved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.8
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010–819 Filed 1–15–10; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–61333; File No. SR–NYSE–
2009–117]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Order
Approving Proposed Rule Change
Amending Its Listing Fees for
Structured Products
January 12, 2010.
I. Introduction
On November 19, 2009, 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
6 See, e.g., Nasdaq Rule 4761 and NYSE–Arca
Rule 7.39.
7 15 U.S.C. 78s(b)(2)
8 17 CFR 200.30–3(a)(12)
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
E:\FR\FM\19JAN1.SGM
19JAN1
2900
Federal Register / Vol. 75, No. 11 / Tuesday, January 19, 2010 / Notices
amending its maximum fee for
structured products. The proposed rule
change was published in the Federal
Register on December 8, 2009.3 The
Commission received no comments on
the proposal. This order approves the
proposed rule change.
jlentini on DSKJ8SOYB1PROD with NOTICES
II. Description of the Proposal
The Exchange proposes to apply a
maximum listing fee in any calendar
year (including initial and annual listing
fees) of $500,000 in connection with the
listing under Section 902.05 of the
Listed Company Manual (the ‘‘Manual’’)
of any individual issuance of securities,
with retroactive application to any
securities listed on or after the date of
November 19, 2009. Currently, Section
902.05 sets forth listing fees applicable
to securities traded on the equity floor
of the Exchange and listed under
Section 703.18, the equity criteria set
out in Section 703.19, and Section
703.21. Additionally, Section 902.05
provides that issuers of ‘‘retail debt
securities’’ are subject to an annual
maximum aggregate listing fee of
$500,000 for all retail debt securities
issued in a calendar year. Further, under
Section 902.02 of the Manual,
companies are subject to the maximum
of $500,000 per issuer for initial and
annual fees payable on listed equity
securities. Under Sections 902.02 and
902.05, the total maximum fee of
$500,000 billable to an issuer in a
calendar year under the fee cap in
Section 902.02 includes all annual fees
billed to an issuer for listed retail debt
securities. However, securities listed
under Section 902.05, other than retail
debt securities, are not subject to the
maximum fees set forth in Section
902.02 or any maximum fee established
in Section 902.05.
The Exchange proposes to establish a
maximum fee in any calendar year
(including both initial and annual
listing fees) per issuance listed under
Section 902.05 of $500,000. In the
Notice, the Exchange stated that by
applying a maximum fee, the Exchange
would rectify an anomaly under the
Exchange’s fee structure, whereby
issuers of securities listed under Section
902.05 (other than retail debt securities),
could pay fees in excess of $500,000,
while the fees for all other categories of
securities would be capped. The
Exchange further represented in its
filing that it did not believe that any
revenue it would forego as a result of
the proposed fee cap would negatively
3 See Securities Exchange Act Release No. 61091
(December 1, 2009), 74 FR 64797 (hereinafter
referred to as ‘‘Notice’’).
VerDate Nov<24>2008
16:28 Jan 15, 2010
Jkt 220001
affect its ability to fund its regulatory
program.
III. Discussion and Commission’s
Findings
After careful review, 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. Specifically, the
Commission finds that the proposal is
consistent with Sections 6(b)(4) and
(b)(5) of the Act,4 which require, among
other things, that the rules of an
exchange (i) provide for the equitable
allocation of reasonable dues, fees, and
other charges among its members and
issuers and other persons using its
facilities, and (ii) are not designed to
permit unfair discrimination between
customers, issuers, brokers, or dealers.
As noted above, the NYSE fee cap for
structured products listed under Section
902.05 of the Manual applies to any
individual issuance of securities. This is
in contrast to the $500,000 maximum
total fee billed to an issuer for generally
all listed equity issuances in a calendar
year.5 According to the Exchange, it is
appropriate to have a separate fee cap
for each individual issuance of
structured products, as many companies
list multiple new classes of structured
products within a calendar year,
requiring the repeated utilization of the
Exchange’s operational and regulatory
resources to a degree that is not
normally the case with respect to equity
securities subject to the cap under
Section 902.02. Particularly, the
Exchange states that no company will
pay a higher initial or annual listing fees
in connection with the listing of
structured products as a result of the
proposed amendment and some
companies will pay less if their fees in
relation to an individual structured
product would exceed $500,000 in the
absence of the proposed cap.
Finally, the Exchange believes that
the application of the maximum listing
fee, as proposed, should be retroactively
applied to any securities listed on or
after November 19, 2009, as it will
enable companies to benefit from the
proposed fee cap without having to
delay their listing until after
Commission approval solely for the
purpose of benefitting from the fee
reduction.
Based on the above, the Commission
believes that the Exchange’s proposed
rule change provides for the equitable
allocation of reasonable dues, fees, and
other charges among issuers, in that it
4 15
U.S.C. 78f(b)(4) and (b)(5).
Section 902.02 of the Manual.
5 See
PO 00000
Frm 00057
Fmt 4703
Sfmt 9990
applies uniformly to all companies
listing structured products. The
Commission also believes that the
proposal does not unfairly discriminate
between issuers as all companies will be
subject to the same fee schedule. While
the Commission recognizes that the fee
cap proposal for structured products is
applied per issuance, unlike the
aggregated fee cap for all equity
securities in Section 902.02, the
Exchange has provided a reasonable
justification for that difference and
therefore, we find that it meets the
requirements under Sections 6(b)4 and
6(b)(5) of the Act. The Commission
notes that the proposal caps the
maximum amount payable by issuers for
the listing of structured products. The
Commission further notes that the
Exchange has represented that despite
any reduction, the Exchange will
continue to have sufficient revenue to
continue to adequately fund its
regulatory activities. Finally, the
Commission believes that the proposed
maximum listing fees for structured
products is appropriate and, as
proposed by the Exchange, can be
applied retroactively to any securities
listed on or after November 19, 2009,
because no company will be subject to
increased fees as a result of the proposal
and as noted above, some companies
may pay less than currently required
under the existing fees. Further, it will
allow companies that have listed new
classes of securities after the date of
filing of this proposed rule change to
benefit from any applicable reduction in
listing fees. The Commission also notes
that the change, including the
retroactive effect, was published for
notice and comment in the Federal
Register and we did not receive any
comments.
For the foregoing reasons, the
Commission finds that the proposed
rule change is consistent with the Act.6
IV. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,7 that the
proposed rule change (SR–NYSE–2009–
117) be, and it hereby is, approved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.8
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010–821 Filed 1–15–10; 8:45 am]
BILLING CODE 8011–01–P
6 15 U.S.C. 78f(b)(4). In approving the proposed
rule change, the Commission has considered the
proposed rule’s impact in efficiency, competition
and capital formation. See 15 U.S.C. 78c(f).
7 15 U.S.C. 78s(b)(2).
8 17 CFR 200.30–3(a)(12).
E:\FR\FM\19JAN1.SGM
19JAN1
]]>Agencies
[Federal Register Volume 75, Number 11 (Tuesday, January 19, 2010)]
[Notices]
[Pages 2899-2900]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-821]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-61333; File No. SR-NYSE-2009-117]
Self-Regulatory Organizations; New York Stock Exchange LLC; Order
Approving Proposed Rule Change Amending Its Listing Fees for Structured
Products
January 12, 2010.
I. Introduction
On November 19, 2009, 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
[[Page 2900]]
amending its maximum fee for structured products. The proposed rule
change was published in the Federal Register on December 8, 2009.\3\
The Commission received no comments on the proposal. This order
approves the proposed rule change.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 61091 (December 1,
2009), 74 FR 64797 (hereinafter referred to as ``Notice'').
---------------------------------------------------------------------------
II. Description of the Proposal
The Exchange proposes to apply a maximum listing fee in any
calendar year (including initial and annual listing fees) of $500,000
in connection with the listing under Section 902.05 of the Listed
Company Manual (the ``Manual'') of any individual issuance of
securities, with retroactive application to any securities listed on or
after the date of November 19, 2009. Currently, Section 902.05 sets
forth listing fees applicable to securities traded on the equity floor
of the Exchange and listed under Section 703.18, the equity criteria
set out in Section 703.19, and Section 703.21. Additionally, Section
902.05 provides that issuers of ``retail debt securities'' are subject
to an annual maximum aggregate listing fee of $500,000 for all retail
debt securities issued in a calendar year. Further, under Section
902.02 of the Manual, companies are subject to the maximum of $500,000
per issuer for initial and annual fees payable on listed equity
securities. Under Sections 902.02 and 902.05, the total maximum fee of
$500,000 billable to an issuer in a calendar year under the fee cap in
Section 902.02 includes all annual fees billed to an issuer for listed
retail debt securities. However, securities listed under Section
902.05, other than retail debt securities, are not subject to the
maximum fees set forth in Section 902.02 or any maximum fee established
in Section 902.05.
The Exchange proposes to establish a maximum fee in any calendar
year (including both initial and annual listing fees) per issuance
listed under Section 902.05 of $500,000. In the Notice, the Exchange
stated that by applying a maximum fee, the Exchange would rectify an
anomaly under the Exchange's fee structure, whereby issuers of
securities listed under Section 902.05 (other than retail debt
securities), could pay fees in excess of $500,000, while the fees for
all other categories of securities would be capped. The Exchange
further represented in its filing that it did not believe that any
revenue it would forego as a result of the proposed fee cap would
negatively affect its ability to fund its regulatory program.
III. Discussion and Commission's Findings
After careful review, 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.
Specifically, the Commission finds that the proposal is consistent with
Sections 6(b)(4) and (b)(5) of the Act,\4\ which require, among other
things, that the rules of an exchange (i) provide for the equitable
allocation of reasonable dues, fees, and other charges among its
members and issuers and other persons using its facilities, and (ii)
are not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
---------------------------------------------------------------------------
\4\ 15 U.S.C. 78f(b)(4) and (b)(5).
---------------------------------------------------------------------------
As noted above, the NYSE fee cap for structured products listed
under Section 902.05 of the Manual applies to any individual issuance
of securities. This is in contrast to the $500,000 maximum total fee
billed to an issuer for generally all listed equity issuances in a
calendar year.\5\ According to the Exchange, it is appropriate to have
a separate fee cap for each individual issuance of structured products,
as many companies list multiple new classes of structured products
within a calendar year, requiring the repeated utilization of the
Exchange's operational and regulatory resources to a degree that is not
normally the case with respect to equity securities subject to the cap
under Section 902.02. Particularly, the Exchange states that no company
will pay a higher initial or annual listing fees in connection with the
listing of structured products as a result of the proposed amendment
and some companies will pay less if their fees in relation to an
individual structured product would exceed $500,000 in the absence of
the proposed cap.
---------------------------------------------------------------------------
\5\ See Section 902.02 of the Manual.
---------------------------------------------------------------------------
Finally, the Exchange believes that the application of the maximum
listing fee, as proposed, should be retroactively applied to any
securities listed on or after November 19, 2009, as it will enable
companies to benefit from the proposed fee cap without having to delay
their listing until after Commission approval solely for the purpose of
benefitting from the fee reduction.
Based on the above, the Commission believes that the Exchange's
proposed rule change provides for the equitable allocation of
reasonable dues, fees, and other charges among issuers, in that it
applies uniformly to all companies listing structured products. The
Commission also believes that the proposal does not unfairly
discriminate between issuers as all companies will be subject to the
same fee schedule. While the Commission recognizes that the fee cap
proposal for structured products is applied per issuance, unlike the
aggregated fee cap for all equity securities in Section 902.02, the
Exchange has provided a reasonable justification for that difference
and therefore, we find that it meets the requirements under Sections
6(b)4 and 6(b)(5) of the Act. The Commission notes that the proposal
caps the maximum amount payable by issuers for the listing of
structured products. The Commission further notes that the Exchange has
represented that despite any reduction, the Exchange will continue to
have sufficient revenue to continue to adequately fund its regulatory
activities. Finally, the Commission believes that the proposed maximum
listing fees for structured products is appropriate and, as proposed by
the Exchange, can be applied retroactively to any securities listed on
or after November 19, 2009, because no company will be subject to
increased fees as a result of the proposal and as noted above, some
companies may pay less than currently required under the existing fees.
Further, it will allow companies that have listed new classes of
securities after the date of filing of this proposed rule change to
benefit from any applicable reduction in listing fees. The Commission
also notes that the change, including the retroactive effect, was
published for notice and comment in the Federal Register and we did not
receive any comments.
For the foregoing reasons, the Commission finds that the proposed
rule change is consistent with the Act.\6\
---------------------------------------------------------------------------
\6\ 15 U.S.C. 78f(b)(4). In approving the proposed rule change,
the Commission has considered the proposed rule's impact in
efficiency, competition and capital formation. See 15 U.S.C. 78c(f).
---------------------------------------------------------------------------
IV. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\7\ that the proposed rule change (SR-NYSE-2009-117) be, and it
hereby is, approved.
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\8\
---------------------------------------------------------------------------
\8\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-821 Filed 1-15-10; 8:45 am]
BILLING CODE 8011-01-P
