Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Certain of Its Listing Fees, 64391-64393 [2018-27084]
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Federal Register / Vol. 83, No. 240 / Friday, December 14, 2018 / Notices
The purchase of Creation Units by a
Fund of Funds directly from a Fund will
be accomplished in accordance with the
policies of the Fund of Funds and will
be based on the NAVs of the Funds.
9. Applicants also request relief to
permit a Feeder Fund to acquire shares
of another registered investment
company managed by the Adviser
having substantially the same
investment objectives as the Feeder
Fund (‘‘Master Fund’’) beyond the
limitations in section 12(d)(1)(A) and
permit the Master Fund, and any
principal underwriter for the Master
Fund, to sell shares of the Master Fund
to the Feeder Fund beyond the
limitations in section 12(d)(1)(B).
10. Section 6(c) of the Act permits the
Commission to exempt any persons or
transactions from any provision of the
Act if such exemption is necessary or
appropriate in the public interest and
consistent with the protection of
investors and the purposes fairly
intended by the policy and provisions of
the Act. Section 12(d)(1)(J) of the Act
provides that the Commission may
exempt any person, security, or
transaction, or any class or classes of
persons, securities, or transactions, from
any provision of section 12(d)(1) if the
exemption is consistent with the public
interest and the protection of investors.
Section 17(b) of the Act authorizes the
Commission to grant an order
permitting a transaction otherwise
prohibited by section 17(a) if it finds
that (a) the terms of the proposed
transaction are fair and reasonable and
do not involve overreaching on the part
of any person concerned; (b) the
proposed transaction is consistent with
the policies of each registered
investment company involved; and (c)
the proposed transaction is consistent
with the general purposes of the Act.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2018–27128 Filed 12–13–18; 8:45 am]
amozie on DSK3GDR082PROD with NOTICES1
for, and the requested relief will not apply to,
transactions where a Fund could be deemed an
Affiliated Person, or a Second-Tier Affiliate, of a
Fund of Funds because an investment adviser to the
Funds is also an investment adviser to a Fund of
Funds.
16:57 Dec 13, 2018
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[Release No. 34–84775; File No. SR–NYSE–
2018–57]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend
Certain of Its Listing Fees
December 10, 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
November 29, 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
certain of its listing fees. 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
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
BILLING CODE 8011–01–P
VerDate Sep<11>2014
SECURITIES AND EXCHANGE
COMMISSION
1. Purpose
The Exchange proposes to amend
certain of its listing fees set forth in
Chapter 9 of the Manual, in each case
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
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64391
with effect from the beginning of the
calendar year commencing on January 1,
2019.
The annual fee set forth in Section
902.03 of the Manual will increase from
$0.00108 per share to $0.0011 per share
for each of the following: A primary
class of common shares (including
Equity Investment Tracking Stocks);
each additional class of common shares
(including tracking stock), a primary
class of preferred stock (if no class of
common shares is listed); each
additional class of preferred stock
(whether the primary class is common
or preferred stock); and each class of
warrants. In addition, the minimum
annual fee will be increased from
$65,000 to $68,000 for each of (i) a
primary class of common shares
(including Equity Investment Tracking
Stocks) and (ii) a primary class of
preferred stock (if no class of common
shares is listed).
The Exchange proposes to amend the
annual fee schedule for structured
products set forth in Section 902.05 of
the Manual and for short term securities
set forth in Section 902.06. In each case,
the annual fee per share will increase
from $0.00108 to $0.0011 per share. The
minimum annual fee will increase from
$25,000 to $35,000 for securities listed
under Sections 902.05 and 902.06
(except for warrants to purchase equity
securities, which will remain $5,000). In
addition, the Exchange proposes to
amend the provision in Section 902.02
relating to the $500,000 Total Maximum
Fee by including annual fees paid for all
structured products in calculating the
Total Maximum Fee. The Exchange
notes that retail debt securities are
already included in the Total Maximum
Fee calculation. Historically many listed
structured products were financial
products issued by banks and other
financial institutions so there was a
reasonable basis for excluding them
from the benefits of the Total Maximum
Fee provision. Today, however, most
structured products listed on the
Exchange are issued by listed
companies for similar financing reasons
to those for which they issue retail debt,
so it is reasonable to treat them the same
for purposes of the Total Maximum Fee
calculation.
The Exchange proposes to make an
adjustment to the Investment
Management Entity Group Fee Discount
set forth in Section 902.02 of the
Manual. The Investment Management
Entity Group Fee Discount is currently
based on all annual and listing fees paid
by the Investment Management Entity
and its Eligible Portfolio Companies in
the applicable calendar year. The
Exchange proposes to amend the
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Federal Register / Vol. 83, No. 240 / Friday, December 14, 2018 / Notices
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discount by applying it only to annual
fees incurred as of January 1 of the
applicable year.4 The current approach
is logistically difficult for Exchange staff
and the benefitting companies, as the
size and proportionate share of the
discount received by each company
cannot be calculated until year-end, as
it must reflect the effect of supplemental
listing fees incurred for issuances of
new shares during the course of the year
in addition to annual fees. A discount
based on annual fee bills incurred on
January 1 will be more transparent and
predictable and will enable the
Exchange to reduce the benefiting
companies’ bills at the beginning of the
year rather than charging them in full
and giving them a credit for the
discount at year-end. In connection with
this modification, the Exchange also
proposes to modify the manner in
which a company qualifies as an
Eligible Portfolio Company to reflect the
fact that the benefits—and therefore
Eligible Portfolio Company Status—will
be determined at the beginning of the
applicable year. As such, for calendar
2019 and subsequent years, a company
will be an Eligible Portfolio Company if
it was listed on the Exchange as of the
first trading day of such calendar year.
In order to qualify for the Investment
Management Entity Group Fee Discount
in calendar 2019 or any subsequent
year, an issuer must submit satisfactory
proof to the Exchange no later than the
first trading day of such calendar year
that it meets the ownership
requirements specified above.5
As described below, the Exchange
proposes to make the aforementioned
fee increases to better reflect the
Exchange’s costs related to listing equity
securities and the corresponding value
of such listing to issuers.
The Exchange also proposes to
remove a number of references in
Chapter 9 to fees that are no longer
applicable as they were superseded by
new fee rates specified in the rule text
or refer to fees that are no longer
applicable.
4 The Investment Management Entity Group Fee
Discount is limited to $500,000 per year for any
Investment Management Entity and its Eligible
Portfolio Companies and, in the Exchange’s
experience, each group of companies utilizing the
discount has benefited from the maximum $500,000
amount. The Exchange expects that all groups of
companies utilizing the discount will continue to
benefit from the maximum discount in the future
based solely on their annual fee obligations.
5 Under the current rule, a company qualifies for
the Investment Management Entity Group Fee
Discount in any calendar year by submitting
satisfactory proof to the Exchange no later than
December 31 that it has met the ownership
requirements specified above for the entire period
between January 1 and September 30 of that year.
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16:57 Dec 13, 2018
Jkt 247001
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 Section
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. The Exchange
also believes that the proposed rule
change is consistent with Section 6(b)(5)
of the Act,8 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 and is not designed to
permit unfair discrimination between
customers, issuers, brokers, or dealers.
The Exchange believes that it is not
unfairly discriminatory and represents
an equitable allocation of reasonable
fees to amend Chapter Nine of the
Manual to increase the various listing
fees as set forth above because of the
increased costs incurred by the
Exchange since it established the
current rates. In that regard, the
Exchange notes that its general costs
have increased since its most recent fee
adjustments, including due to price
inflation. In addition, the Exchange
continues to improve and increase the
services it provides to listed companies.
These improvements include the
continued development and
enhancement of an interactive webbased platform designed to improve
communication between the Exchange
and listed companies, the availability to
listed companies of the Exchange’s new
state-of-the-art conference facilities at 11
Wall Street, and continued development
of an investor relations tool available to
all listed companies which provides
companies with information enabling
them to better understand the trading
and ownership of their securities and
the cost of providing content for
inclusion in that tool.
The inclusion of all structured
products in the Total Maximum Fee
calculation is not unfairly
discriminatory and represents an
equitable allocation of reasonable fees,
as retail debt securities are already
included in the Total Maximum Fee
calculation. Most listed structured
products are issued by listed companies
6 15
U.S.C. 78f(b).
U.S.C. 78f(b)(4).
8 15 U.S.C. 78f(b)(5).
7 15
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for similar financing reasons to those for
which they issue retail debt, so it is
reasonable, equitable and not unfairly
discriminatory to treat them the same
for purposes of the Total Maximum Fee
calculation.
The adjustments to the Investment
Management Entity Group Fee Discount
are not unfairly discriminatory and
represent an equitable allocation of
reasonable fees, because a discount
based on annual fee bills incurred on
January 1 will be more transparent and
predictable and will enable the
Exchange to reduce the benefitting
companies’ bills at the beginning of the
year rather than charging them in full
and giving them a credit for the
discount at year-end. The proposed
amendment is not unfairly
discriminatory because the eligible fees
and the test for receiving the benefits of
the discount will be the same for all
listed companies.
The above fee changes are not unfairly
discriminatory because the same fee
schedule will apply to all listed issuers.
Further, the Exchange operates in a
competitive environment and its fees
are constrained by competition in the
marketplace. Other venues currently list
all of the categories of securities covered
by the proposed fees and if a company
believes that the Exchange’s fees are
unreasonable it can decide either not to
list its securities or to list them on an
alternative venue.
The proposed removal of text relating
to fees that are no longer applicable is
ministerial in nature and has no
substantive effect.
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 purposes of the Act. The
proposed rule change is designed to
ensure that the fees charged by the
Exchange accurately reflect the services
provided and benefits realized by listed
companies. The market for listing
services is extremely competitive. Each
listing exchange has a different fee
schedule that applies to issuers seeking
to list securities on its exchange. Issuers
have the option to list their securities on
these alternative venues based on the
fees charged and the value provided by
each listing. Because issuers have a
choice to list their securities on a
different national securities exchange,
the Exchange does not believe that the
proposed fee changes impose a burden
on competition.
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Federal Register / Vol. 83, No. 240 / Friday, December 14, 2018 / Notices
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) 9 of the Act and
subparagraph (f)(2) of Rule 19b–4 10
thereunder, because it establishes a due,
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) 11 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:
amozie on DSK3GDR082PROD with NOTICES1
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–2018–57 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–2018–57. 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/
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(2).
11 15 U.S.C. 78s(b)(2)(B).
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–2018–57 and should
be submitted on or before January 4,
2019.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2018–27084 Filed 12–13–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No 34–84771; File No. SR–NSCC–
2018–012]
Self-Regulatory Organizations;
National Securities Clearing
Corporation; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Amend Certain Fees
Relating to Mutual Fund Services, and
Insurance and Retirement Processing
Services
December 10, 2018.
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 November
26, 2018, National Securities Clearing
Corporation (‘‘NSCC’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II and III
9 15
12 17
10 17
1 15
VerDate Sep<11>2014
16:57 Dec 13, 2018
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
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64393
below, which Items have been prepared
by the clearing agency. NSCC filed the
proposed rule change pursuant to
Section 19(b)(3)(A) of the Act 3 and
Rules 19b–4(f)(2) and (f)(4) thereunder.4
The Commission is publishing this
notice to solicit comments on the
proposed rule change from interested
persons.
I. Clearing Agency’s Statement of the
Terms of Substance of the Proposed
Rule Change
The proposed rule change consists of
modifications to Addendum A (Fee
Structure) (‘‘Addendum A’’) of NSCC’s
Rules & Procedures (‘‘Rules’’) in order to
make certain adjustments and
clarifications in the fee provisions for
NSCC’s Mutual Fund Services (‘‘MFS’’)
and Insurance and Retirement
Processing Services (‘‘I&RS’’), as
described below.5
II. Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
In its filing with the Commission, the
clearing agency included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
clearing agency has prepared
summaries, set forth in sections A, B,
and C below, of the most significant
aspects of such statements.
(A) Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
1. Purpose
The purpose of this proposed rule
change is to reduce certain fees for MFS
and I&RS set forth in Addendum A as
described below, in order to better align
fees with the costs of services provided
by NSCC by reducing the fees so that the
revenue received by NSCC would be
closer to the costs of providing the
services. In addition, certain fee
reductions as described below are also
intended to incentivize greater use of
certain MFS and I&RS products. The
proposed rule change would also clarify
the description of certain fees as
described below to improve clarity and
transparency of the Rules. NSCC expects
the proposed rule change would result
in a decrease in revenue of
3 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(2) and (f)(4).
5 Capitalized terms used herein and not otherwise
defined shall have the meaning assigned to such
terms in the Rules, available at https://dtcc.com/∼/
media/Files/Downloads/legal/rules/nscc_rules.pdf.
4 17
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]]>Agencies
[Federal Register Volume 83, Number 240 (Friday, December 14, 2018)]
[Notices]
[Pages 64391-64393]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-27084]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-84775; File No. SR-NYSE-2018-57]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Certain of Its Listing Fees
December 10, 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 November 29, 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 certain of its listing fees. 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 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
The Exchange proposes to amend certain of its listing fees set
forth in Chapter 9 of the Manual, in each case with effect from the
beginning of the calendar year commencing on January 1, 2019.
The annual fee set forth in Section 902.03 of the Manual will
increase from $0.00108 per share to $0.0011 per share for each of the
following: A primary class of common shares (including Equity
Investment Tracking Stocks); each additional class of common shares
(including tracking stock), a primary class of preferred stock (if no
class of common shares is listed); each additional class of preferred
stock (whether the primary class is common or preferred stock); and
each class of warrants. In addition, the minimum annual fee will be
increased from $65,000 to $68,000 for each of (i) a primary class of
common shares (including Equity Investment Tracking Stocks) and (ii) a
primary class of preferred stock (if no class of common shares is
listed).
The Exchange proposes to amend the annual fee schedule for
structured products set forth in Section 902.05 of the Manual and for
short term securities set forth in Section 902.06. In each case, the
annual fee per share will increase from $0.00108 to $0.0011 per share.
The minimum annual fee will increase from $25,000 to $35,000 for
securities listed under Sections 902.05 and 902.06 (except for warrants
to purchase equity securities, which will remain $5,000). In addition,
the Exchange proposes to amend the provision in Section 902.02 relating
to the $500,000 Total Maximum Fee by including annual fees paid for all
structured products in calculating the Total Maximum Fee. The Exchange
notes that retail debt securities are already included in the Total
Maximum Fee calculation. Historically many listed structured products
were financial products issued by banks and other financial
institutions so there was a reasonable basis for excluding them from
the benefits of the Total Maximum Fee provision. Today, however, most
structured products listed on the Exchange are issued by listed
companies for similar financing reasons to those for which they issue
retail debt, so it is reasonable to treat them the same for purposes of
the Total Maximum Fee calculation.
The Exchange proposes to make an adjustment to the Investment
Management Entity Group Fee Discount set forth in Section 902.02 of the
Manual. The Investment Management Entity Group Fee Discount is
currently based on all annual and listing fees paid by the Investment
Management Entity and its Eligible Portfolio Companies in the
applicable calendar year. The Exchange proposes to amend the
[[Page 64392]]
discount by applying it only to annual fees incurred as of January 1 of
the applicable year.\4\ The current approach is logistically difficult
for Exchange staff and the benefitting companies, as the size and
proportionate share of the discount received by each company cannot be
calculated until year-end, as it must reflect the effect of
supplemental listing fees incurred for issuances of new shares during
the course of the year in addition to annual fees. A discount based on
annual fee bills incurred on January 1 will be more transparent and
predictable and will enable the Exchange to reduce the benefiting
companies' bills at the beginning of the year rather than charging them
in full and giving them a credit for the discount at year-end. In
connection with this modification, the Exchange also proposes to modify
the manner in which a company qualifies as an Eligible Portfolio
Company to reflect the fact that the benefits--and therefore Eligible
Portfolio Company Status--will be determined at the beginning of the
applicable year. As such, for calendar 2019 and subsequent years, a
company will be an Eligible Portfolio Company if it was listed on the
Exchange as of the first trading day of such calendar year. In order to
qualify for the Investment Management Entity Group Fee Discount in
calendar 2019 or any subsequent year, an issuer must submit
satisfactory proof to the Exchange no later than the first trading day
of such calendar year that it meets the ownership requirements
specified above.\5\
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\4\ The Investment Management Entity Group Fee Discount is
limited to $500,000 per year for any Investment Management Entity
and its Eligible Portfolio Companies and, in the Exchange's
experience, each group of companies utilizing the discount has
benefited from the maximum $500,000 amount. The Exchange expects
that all groups of companies utilizing the discount will continue to
benefit from the maximum discount in the future based solely on
their annual fee obligations.
\5\ Under the current rule, a company qualifies for the
Investment Management Entity Group Fee Discount in any calendar year
by submitting satisfactory proof to the Exchange no later than
December 31 that it has met the ownership requirements specified
above for the entire period between January 1 and September 30 of
that year.
---------------------------------------------------------------------------
As described below, the Exchange proposes to make the
aforementioned fee increases to better reflect the Exchange's costs
related to listing equity securities and the corresponding value of
such listing to issuers.
The Exchange also proposes to remove a number of references in
Chapter 9 to fees that are no longer applicable as they were superseded
by new fee rates specified in the rule text or refer to fees that are
no longer applicable.
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 Section 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. The Exchange also believes that the proposed
rule change is consistent with Section 6(b)(5) of the Act,\8\ 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
and is not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
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\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(4).
\8\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that it is not unfairly discriminatory and
represents an equitable allocation of reasonable fees to amend Chapter
Nine of the Manual to increase the various listing fees as set forth
above because of the increased costs incurred by the Exchange since it
established the current rates. In that regard, the Exchange notes that
its general costs have increased since its most recent fee adjustments,
including due to price inflation. In addition, the Exchange continues
to improve and increase the services it provides to listed companies.
These improvements include the continued development and enhancement of
an interactive web-based platform designed to improve communication
between the Exchange and listed companies, the availability to listed
companies of the Exchange's new state-of-the-art conference facilities
at 11 Wall Street, and continued development of an investor relations
tool available to all listed companies which provides companies with
information enabling them to better understand the trading and
ownership of their securities and the cost of providing content for
inclusion in that tool.
The inclusion of all structured products in the Total Maximum Fee
calculation is not unfairly discriminatory and represents an equitable
allocation of reasonable fees, as retail debt securities are already
included in the Total Maximum Fee calculation. Most listed structured
products are issued by listed companies for similar financing reasons
to those for which they issue retail debt, so it is reasonable,
equitable and not unfairly discriminatory to treat them the same for
purposes of the Total Maximum Fee calculation.
The adjustments to the Investment Management Entity Group Fee
Discount are not unfairly discriminatory and represent an equitable
allocation of reasonable fees, because a discount based on annual fee
bills incurred on January 1 will be more transparent and predictable
and will enable the Exchange to reduce the benefitting companies' bills
at the beginning of the year rather than charging them in full and
giving them a credit for the discount at year-end. The proposed
amendment is not unfairly discriminatory because the eligible fees and
the test for receiving the benefits of the discount will be the same
for all listed companies.
The above fee changes are not unfairly discriminatory because the
same fee schedule will apply to all listed issuers. Further, the
Exchange operates in a competitive environment and its fees are
constrained by competition in the marketplace. Other venues currently
list all of the categories of securities covered by the proposed fees
and if a company believes that the Exchange's fees are unreasonable it
can decide either not to list its securities or to list them on an
alternative venue.
The proposed removal of text relating to fees that are no longer
applicable is ministerial in nature and has no substantive effect.
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 purposes of the Act. The proposed rule change is
designed to ensure that the fees charged by the Exchange accurately
reflect the services provided and benefits realized by listed
companies. The market for listing services is extremely competitive.
Each listing exchange has a different fee schedule that applies to
issuers seeking to list securities on its exchange. Issuers have the
option to list their securities on these alternative venues based on
the fees charged and the value provided by each listing. Because
issuers have a choice to list their securities on a different national
securities exchange, the Exchange does not believe that the proposed
fee changes impose a burden on competition.
[[Page 64393]]
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) \9\ of the Act and subparagraph (f)(2) of Rule 19b-
4 \10\ thereunder, because it establishes a due, fee, or other charge
imposed by the Exchange.
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\9\ 15 U.S.C. 78s(b)(3)(A).
\10\ 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) \11\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\11\ 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-2018-57 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-2018-57. 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-2018-57 and should be submitted on
or before January 4, 2019.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
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\12\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2018-27084 Filed 12-13-18; 8:45 am]
BILLING CODE 8011-01-P
