Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Section 902.04 of the NYSE Listed Company Manual To Apply a $50,000 Fee Cap per Transaction for Issuances of Additional Shares by Closed End Funds, 49957-49959 [2018-21482]
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Federal Register / Vol. 83, No. 192 / Wednesday, October 3, 2018 / Notices
POSTAL SERVICE
Temporary Emergency Committee of
the Board of Governors; Sunshine Act
Meeting
Thursday, October 4,
2018, at 9:30 a.m.
PLACE: Washington, DC.
STATUS: Closed.
DATES AND TIMES:
Matters To Be Considered
Thursday, October 4, 2018, at 9:30 a.m.
1. Strategic Issues.
2. Financial Matters.
3. Executive Session—Discussion of
prior agenda items and Temporary
Emergency Committee governance.
GENERAL COUNSEL CERTIFICATION: The
General Counsel of the United States
Postal Service has certified that the
meeting may be closed under the
Government in the Sunshine Act.
CONTACT PERSON FOR MORE INFORMATION:
Michael J. Elston, Acting Secretary of
the Board, U.S. Postal Service, 475
L’Enfant Plaza SW, Washington, DC
20260–1000. Telephone: (202) 268–
4800.
John Hancock Emerging Markets
Income Fund [File No. 811–22586]
SECURITIES AND EXCHANGE
COMMISSION
Summary: Applicant, a closed-end
investment company, seeks an order
declaring that it has ceased to be an
investment company. Applicant has
never made a public offering of its
securities and does not propose to make
a public offering or engage in business
of any kind.
Filing Dates: The application was
filed on July 27, 2018, and amended on
September 17, 2018.
Applicant’s Address: 601 Congress
Street, Boston, Massachusetts 02210.
[Investment Company Act Release No.
33260]
John Hancock Floating Rate High
Income Fund [File No. 811–22879]
Notice of Applications for
Deregistration Under Section 8(f) of the
Investment Company Act of 1940
Summary: Applicant, a closed-end
investment company, seeks an order
declaring that it has ceased to be an
investment company. Applicant has
never made a public offering of its
securities and does not propose to make
a public offering or engage in business
of any kind.
Filing Dates: The application was
filed on July 27, 2018, and amended on
September 17, 2018.
Applicant’s Address: 601 Congress
Street, Boston, Massachusetts 02210.
Michael J. Elston,
Acting Secretary.
[FR Doc. 2018–21625 Filed 10–1–18; 4:15 pm]
BILLING CODE 7710–12–P
September 28, 2018.
daltland on DSKBBV9HB2PROD with NOTICES
applicants, in the form of an affidavit or,
for lawyers, a certificate of service.
Pursuant to Rule 0–5 under the Act,
hearing requests should state the nature
of the writer’s interest, any facts bearing
upon the desirability of a hearing on the
matter, the reason for the request, and
the issues contested. Persons who wish
to be notified of a hearing may request
notification by writing to the
Commission’s Secretary.
ADDRESSES: The Commission: Secretary,
U.S. Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
FOR FURTHER INFORMATION CONTACT:
Shawn Davis, Branch Chief, at (202)
551–6413 or Chief Counsel’s Office at
(202) 551–6821; SEC, Division of
Investment Management, Chief
Counsel’s Office, 100 F Street NE,
Washington, DC 20549–8010.
The following is a notice of
applications for deregistration under
section 8(f) of the Investment Company
Act of 1940 for the month of September
2018. A copy of each application may be
obtained via the Commission’s website
by searching for the file number, or for
an applicant using the Company name
box, at https://www.sec.gov/search/
search.htm or by calling (202) 551–
8090. An order granting each
application will be issued unless the
SEC orders a hearing. Interested persons
may request a hearing on any
application by writing to the SEC’s
Secretary at the address below and
serving the relevant applicant with a
copy of the request, personally or by
mail. Hearing requests should be
received by the SEC by 5:30 p.m. on
October 23, 2018, and should be
accompanied by proof of service on
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18:05 Oct 02, 2018
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John Hancock Strategic Diversified
Income Fund [File No. 811–22675]
Summary: Applicant, a closed-end
investment company, seeks an order
declaring that it has ceased to be an
investment company. Applicant has
never made a public offering of its
securities and does not propose to make
a public offering or engage in business
of any kind.
Filing Dates: The application was
filed on July 27, 2018, and amended on
September 17, 2018.
PO 00000
Frm 00053
Fmt 4703
Sfmt 4703
49957
Applicant’s Address: 601 Congress
Street, Boston, Massachusetts 02210.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–21554 Filed 10–2–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–84294; File No. SR–NYSE–
2018–41]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend
Section 902.04 of the NYSE Listed
Company Manual To Apply a $50,000
Fee Cap per Transaction for Issuances
of Additional Shares by Closed End
Funds
September 27, 2018.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on
September 19, 2018, New York Stock
Exchange LLC (‘‘NYSE’’ or the
‘‘Exchange’’) filed with the Securities
and Exchange Commission (the
‘‘Commission’’) the proposed rule
change as described in Items I, II, and
III below, which Items have been
prepared by the self-regulatory
organization. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
Section 902.04 of the NYSE Listed
Company Manual (the ‘‘Manual’’) to
apply a $50,000 fee cap per transaction
for issuances of additional shares by
closed end funds. The proposed rule
change is available on the Exchange’s
website at www.nyse.com, at the
principal office of the Exchange, and at
the Commission’s Public Reference
Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
E:\FR\FM\03OCN1.SGM
03OCN1
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Federal Register / Vol. 83, No. 192 / Wednesday, October 3, 2018 / Notices
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
daltland on DSKBBV9HB2PROD with NOTICES
1. Purpose
Under Section 902.04 of the Manual,
listing fees on the issuance of additional
shares of an already listed class of stock
are capped at $500,000 per transaction.4
The Exchange proposes to amend this
provision to establish a fee cap of
$50,000 in relation to an issuance of
additional shares by a closed end fund.
Under Section 902.02 of the Manual,
operating companies benefit from a
$500,000 fee cap per calendar year with
respect to the aggregate of all annual
fees and fees paid for the issuance of
additional shares. Giving effect to the
payment of annual fees and any earlier
payments of listing fees for additional
share issuances during the same
calendar year, the annual $500,000 fee
cap may cause an operating company to
be subject to a significantly reduced fee
obligation in connection with a material
share issuance, or even no additional
fees at all. By contrast, Section 902.04
does not include an annual cap on fees
for closed end funds at the individual
fund level.5 Therefore, a closed end
fund receives no reduction in its fee
obligations with respect to a material
share issuance as a consequence of its
annual fee payments or even the fees
paid with respect to other material
4 Section 902.04 includes a list of examples of
transactions that are subject to this fee cap,
including ‘‘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.’’
5 There is a fund family discount that is
exclusively applicable to annual fees. Fund families
that list between three and 14 closed end funds
receive a 5% discount off the calculated annual fee
for each fund listed, and those with 15 or more
listed closed end funds receive a discount of 15%.
Fund families that list between three and 14 closed
end funds receive a 5% discount off the calculated
annual fee for each fund listed, those with between
15 and 19 listed closed end funds receive a
discount of 15%, and those with 20 or more listed
closed end funds receive a discount of 50%. No
fund family is required to pay aggregate annual fees
in excess of $1,000,000 in any given year. 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.
VerDate Sep<11>2014
18:05 Oct 02, 2018
Jkt 247001
transactions earlier in the same calendar
year. As such, a closed end fund may be
charged as much as $500,000 for a
transaction for which it would have
been charged far smaller fees if it had
been an operating company, if any at all.
It is impossible to specify the fee
disparity that would exist between the
amount that would be paid by any
closed end fund under Section 902.04 as
currently in effect and how much it
would owe under the operating
company fee provisions if they applied,
as the differential would be affected by
the amount of annual fees the company
paid, the number of shares issued and
whether individual issuances had their
fees capped. Nevertheless, the Exchange
believes that a $50,000 cap per
transaction is a reasonable approach. In
reaching this conclusion, the Exchange
reviewed the fee impact of additional
share issuances on operating companies
as limited by the $500,000 annual cap
and also examined the likely impact on
closed end funds of a $50,000 per
transaction fee cap. Based on this
review, the Exchange concluded that a
$50,000 cap per transaction for closed
end funds would generally result in a
treatment of closed end funds that
would be reasonably similar to the
treatment of similarly-situated operating
companies. As a per share rate would
continue to be applied up to $50,000
under the proposed amendment, the
fees for additional issuances would
generally be greater for closed end funds
that issued greater numbers of
additional shares in the course of a year.
The Exchange does not believe that
any reduction in revenue would have an
impact on its ability to conduct its
regulatory activities.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Act,6 in general, and
furthers the objectives of Sections
6(b)(4) 7 of the Act, in particular, in that
it is designed to provide for the
equitable allocation of reasonable dues,
fees, and other charges and is not
designed to permit unfair
discrimination among its members and
issuers and other persons using its
facilities. The Exchange also believes
that the proposed rule change is
consistent with Section 6(b)(5) of the
Act, in particular in that it is designed
to promote just and equitable principles
of trade, to foster cooperation and
coordination with persons engaged in
regulating, clearing, settling, processing
information with respect to, and
6 15
7 15
PO 00000
U.S.C. 78f(b).
U.S.C. 78f(b)(4).
Frm 00054
Fmt 4703
facilitating transactions in securities, to
remove impediments to and perfect the
mechanism of a free and open market
and a national market system, and, in
general, to protect investors and the
public interest.
The Exchange believes that the
proposed rule change is consistent with
Sections 6(b)(4) and 6(b)(5) of the Act in
that it represents an equitable allocation
of fees and does not unfairly
discriminate among listed companies.
The proposed rule change provides for
an equitable allocation of fees and is
reasonable under Section 6(b)(4) in that
it is designed to reasonably address a
discrepancy in the fees paid by closed
end funds when compared to fees paid
by operating companies for similar
transactions. The proposal is not
unfairly discriminatory under Section
6(b)(5) because all closed end funds will
be subject to the same fee schedule for
additional share issuances. In addition,
as discussed above in the section
entitled ‘‘Purpose,’’ the proposal is not
unfairly discriminatory because it is
reasonably designed to address a
significant discrepancy in the fee impact
of an issuance of additional shares by a
closed end fund when compared to the
impact of a similar issuance on an
operating company that is otherwise
similarly situated.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purpose of the Act. The proposed
amendment does not impose and
burden on competition as its purpose is
to address an anomaly in how closed
end funds are charged for additional
share issuances compared to the
treatment of operating companies.
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 foregoing rule change is effective
upon filing pursuant to Section
19(b)(3)(A) 8 of the Act and
subparagraph (f)(2) of Rule 19b–4 9
thereunder, because it establishes a due,
8 15
9 17
Sfmt 4703
E:\FR\FM\03OCN1.SGM
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(2).
03OCN1
Federal Register / Vol. 83, No. 192 / Wednesday, October 3, 2018 / Notices
fee, or other charge imposed by the
Exchange.
At any time within 60 days of the
filing of such proposed rule change, the
Commission summarily may
temporarily suspend 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. If the
Commission takes such action, the
Commission shall institute proceedings
under Section 19(b)(2)(B) 10 of the Act to
determine whether the proposed rule
change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
daltland on DSKBBV9HB2PROD with NOTICES
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSE–2018–41 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NYSE–2018–41. This file
number should be included on the
subject line if email 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 website (https://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 website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549 on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
10 15
U.S.C. 78s(b)(2)(B).
VerDate Sep<11>2014
18:05 Oct 02, 2018
Jkt 247001
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–NYSE–2018–41 and should
be submitted on or before October 24,
2018.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.11
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–21482 Filed 10–2–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–84297; File No. SR–
CboeBYX–2018–014]
Self-Regulatory Organizations; Cboe
BYX Exchange, Inc.; Notice of
Designation of Longer Period for
Commission Action on Proposed Rule
Change To Make Permanent Rule
11.24, Which Sets Forth the
Exchange’s Pilot Retail Price
Improvement Program
September 27, 2018.
On July 30, 2018, Cboe BYX
Exchange, Inc. (the ‘‘Exchange’’ or
‘‘BYX’’) 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 make
permanent Rule 11.24, which sets forth
the Exchange’s pilot Retail Price
Improvement Program. The proposed
rule change was published for comment
in the Federal Register on August 17,
2018.3 The Commission has received no
comments on the proposal.
Section 19(b)(2) of the Act 4 provides
that within 45 days of the publication of
notice of the filing of a proposed rule
change, or within such longer period up
to 90 days as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or as to which the
self-regulatory organization consents,
11 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 See Securities Exchange Act Release No. 83831
(August 13, 2018), 83 FR 41128.
4 15 U.S.C. 78s(b)(2).
1 15
PO 00000
Frm 00055
Fmt 4703
Sfmt 4703
49959
the Commission shall either approve the
proposed rule change, disapprove the
proposed rule change, or institute
proceedings to determine whether the
proposed rule change should be
disapproved. The 45th day for this filing
is October 1, 2018.
The Commission is extending the 45day time period for Commission action
on the proposed rule change. The
Commission finds that it is appropriate
to designate a longer period within
which to take action on the proposed
rule change so that it has sufficient time
to consider the proposed rule change.
Accordingly, pursuant to Section
19(b)(2) of the Act 5 and for the reasons
stated above, the Commission
designates November 15, 2018, as the
date by which the Commission shall
either approve or disapprove, or
institute proceedings to determine
whether to disapprove, the proposed
rule change (File No. SR–CboeBYX–
2018–014).
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.6
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–21487 Filed 10–2–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Submission for OMB Review;
Comment Request
Upon Written Request Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Extension:
Regulation FD, SEC File No. 270–475,
OMB Control No. 3235–0536
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget this
request for extension of the previously
approved collection of information
discussed below.
Regulation FD (17 CFR 243.100 et
seq.)—Other Disclosure Materials
requires public disclosure of material
information from issuers of publicly
traded securities so that investors have
current information upon which to base
investment decisions. The purpose of
the regulation is to require that: (1)
When an issuer intentionally discloses
5 15
6 17
E:\FR\FM\03OCN1.SGM
U.S.C. 78s(b)(2).
CFR 200.30–3(a)(31).
03OCN1
]]>Agencies
[Federal Register Volume 83, Number 192 (Wednesday, October 3, 2018)]
[Notices]
[Pages 49957-49959]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-21482]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-84294; File No. SR-NYSE-2018-41]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Section 902.04 of the NYSE Listed Company Manual To Apply a
$50,000 Fee Cap per Transaction for Issuances of Additional Shares by
Closed End Funds
September 27, 2018.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on September 19, 2018, New York Stock Exchange LLC
(``NYSE'' or the ``Exchange'') filed with the Securities and Exchange
Commission (the ``Commission'') the proposed rule change as described
in Items I, II, and III below, which Items have been prepared by the
self-regulatory organization. The Commission is publishing this notice
to solicit comments on the proposed rule change from interested
persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend Section 902.04 of the NYSE Listed
Company Manual (the ``Manual'') to apply a $50,000 fee cap per
transaction for issuances of additional shares by closed end funds. The
proposed rule change is available on the Exchange's website at
www.nyse.com, at the principal office of the Exchange, and at the
Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included
[[Page 49958]]
statements concerning the purpose of, and basis for, the proposed rule
change and discussed any comments it received on the proposed rule
change. The text of those statements may be examined at the places
specified in Item IV below. The Exchange has prepared summaries, set
forth in sections A, B, and C below, of the most significant parts of
such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
Under Section 902.04 of the Manual, listing fees on the issuance of
additional shares of an already listed class of stock are capped at
$500,000 per transaction.\4\ The Exchange proposes to amend this
provision to establish a fee cap of $50,000 in relation to an issuance
of additional shares by a closed end fund.
---------------------------------------------------------------------------
\4\ Section 902.04 includes a list of examples of transactions
that are subject to this fee cap, including ``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.''
---------------------------------------------------------------------------
Under Section 902.02 of the Manual, operating companies benefit
from a $500,000 fee cap per calendar year with respect to the aggregate
of all annual fees and fees paid for the issuance of additional shares.
Giving effect to the payment of annual fees and any earlier payments of
listing fees for additional share issuances during the same calendar
year, the annual $500,000 fee cap may cause an operating company to be
subject to a significantly reduced fee obligation in connection with a
material share issuance, or even no additional fees at all. By
contrast, Section 902.04 does not include an annual cap on fees for
closed end funds at the individual fund level.\5\ Therefore, a closed
end fund receives no reduction in its fee obligations with respect to a
material share issuance as a consequence of its annual fee payments or
even the fees paid with respect to other material transactions earlier
in the same calendar year. As such, a closed end fund may be charged as
much as $500,000 for a transaction for which it would have been charged
far smaller fees if it had been an operating company, if any at all.
---------------------------------------------------------------------------
\5\ There is a fund family discount that is exclusively
applicable to annual fees. Fund families that list between three and
14 closed end funds receive a 5% discount off the calculated annual
fee for each fund listed, and those with 15 or more listed closed
end funds receive a discount of 15%. Fund families that list between
three and 14 closed end funds receive a 5% discount off the
calculated annual fee for each fund listed, those with between 15
and 19 listed closed end funds receive a discount of 15%, and those
with 20 or more listed closed end funds receive a discount of 50%.
No fund family is required to pay aggregate annual fees in excess of
$1,000,000 in any given year. 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.
---------------------------------------------------------------------------
It is impossible to specify the fee disparity that would exist
between the amount that would be paid by any closed end fund under
Section 902.04 as currently in effect and how much it would owe under
the operating company fee provisions if they applied, as the
differential would be affected by the amount of annual fees the company
paid, the number of shares issued and whether individual issuances had
their fees capped. Nevertheless, the Exchange believes that a $50,000
cap per transaction is a reasonable approach. In reaching this
conclusion, the Exchange reviewed the fee impact of additional share
issuances on operating companies as limited by the $500,000 annual cap
and also examined the likely impact on closed end funds of a $50,000
per transaction fee cap. Based on this review, the Exchange concluded
that a $50,000 cap per transaction for closed end funds would generally
result in a treatment of closed end funds that would be reasonably
similar to the treatment of similarly-situated operating companies. As
a per share rate would continue to be applied up to $50,000 under the
proposed amendment, the fees for additional issuances would generally
be greater for closed end funds that issued greater numbers of
additional shares in the course of a year.
The Exchange does not believe that any reduction in revenue would
have an impact on its ability to conduct its regulatory activities.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\6\ in general, and furthers the
objectives of Sections 6(b)(4) \7\ of the Act, in particular, in that
it is designed to provide for the equitable allocation of reasonable
dues, fees, and other charges and is not designed to permit unfair
discrimination among its members and issuers and other persons using
its facilities. The Exchange also believes that the proposed rule
change is consistent with Section 6(b)(5) of the Act, in particular in
that it is designed to promote just and equitable principles of trade,
to foster cooperation and coordination with persons engaged in
regulating, clearing, settling, processing information with respect to,
and facilitating transactions in securities, to remove impediments to
and perfect the mechanism of a free and open market and a national
market system, and, in general, to protect investors and the public
interest.
---------------------------------------------------------------------------
\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------
The Exchange believes that the proposed rule change is consistent
with Sections 6(b)(4) and 6(b)(5) of the Act in that it represents an
equitable allocation of fees and does not unfairly discriminate among
listed companies. The proposed rule change provides for an equitable
allocation of fees and is reasonable under Section 6(b)(4) in that it
is designed to reasonably address a discrepancy in the fees paid by
closed end funds when compared to fees paid by operating companies for
similar transactions. The proposal is not unfairly discriminatory under
Section 6(b)(5) because all closed end funds will be subject to the
same fee schedule for additional share issuances. In addition, as
discussed above in the section entitled ``Purpose,'' the proposal is
not unfairly discriminatory because it is reasonably designed to
address a significant discrepancy in the fee impact of an issuance of
additional shares by a closed end fund when compared to the impact of a
similar issuance on an operating company that is otherwise similarly
situated.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purpose of the Act. The proposed amendment does
not impose and burden on competition as its purpose is to address an
anomaly in how closed end funds are charged for additional share
issuances compared to the treatment of operating companies.
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 foregoing rule change is effective upon filing pursuant to
Section 19(b)(3)(A) \8\ of the Act and subparagraph (f)(2) of Rule 19b-
4 \9\ thereunder, because it establishes a due,
[[Page 49959]]
fee, or other charge imposed by the Exchange.
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\8\ 15 U.S.C. 78s(b)(3)(A).
\9\ 17 CFR 240.19b-4(f)(2).
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At any time within 60 days of the filing of such proposed rule
change, the Commission summarily may temporarily suspend 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. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) \10\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\10\ 15 U.S.C. 78s(b)(2)(B).
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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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-NYSE-2018-41 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSE-2018-41. This file
number should be included on the subject line if email 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 website (https://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 website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSE-2018-41 and should be submitted on
or before October 24, 2018.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
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\11\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-21482 Filed 10-2-18; 8:45 am]
BILLING CODE 8011-01-P
