Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Increase Certain Annual Listing Fee Set Forth in Section 902.03 of the NYSE Listed Company Manual, 79912-79914 [2022-28197]
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Federal Register / Vol. 87, No. 248 / Wednesday, December 28, 2022 / Notices
requirements include 39 U.S.C. 3622, 39
U.S.C. 3642, 39 CFR part 3030, and 39
CFR part 3040, subpart B. For request(s)
that the Postal Service states concern
Competitive product(s), applicable
statutory and regulatory requirements
include 39 U.S.C. 3632, 39 U.S.C. 3633,
39 U.S.C. 3642, 39 CFR part 3035, and
39 CFR part 3040, subpart B. Comment
deadline(s) for each request appear in
section II.
II. Docketed Proceeding(s)
1. Docket No(s).: MC2023–95 and
CP2023–96; Filing Title: USPS Request
to Add Priority Mail & Parcel Select
Contract 6 to Competitive Product List
and Notice of Filing Materials Under
Seal; Filing Acceptance Date: December
21, 2022; Filing Authority: 39 U.S.C.
3642, 39 CFR 3040.130 through
3040.135, and 39 CFR 3035.105; Public
Representative: Arif Hafiz; Comments
Due: December 30, 2022.
This Notice will be published in the
Federal Register.
Erica A. Barker,
Secretary.
[FR Doc. 2022–28231 Filed 12–27–22; 8:45 am]
BILLING CODE 7710–FW–P
[Release No. 34–96565; File No. SR–MRX–
2022–27]
Self-Regulatory Organizations; Nasdaq
MRX, LLC; Notice of Withdrawal of
Proposed Rule Change To Amend
Options 7, Section 7 To Add Market
Data Fees
December 21, 2022.
ddrumheller on DSK6VXHR33PROD with NOTICES
On December 8, 2022, Nasdaq MRX,
LLC (‘‘MRX’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 1 and Rule 19b–4 thereunder,2 a
proposed rule change to assess market
data fees.
On December 19, 2022, MRX
withdrew the proposed rule change
(SR–MRX–2022–27).
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.3
Sherry R. Haywood,
Assistant Secretary.
BILLING CODE 8011–01–P
[Release No. 34–96556; File No. SR–NYSE–
2022–57]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Increase
Certain Annual Listing Fee Set Forth in
Section 902.03 of the NYSE Listed
Company Manual
December 21, 2022.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that on December
16, 2022, 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 selfregulatory 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
SECURITIES AND EXCHANGE
COMMISSION
[FR Doc. 2022–28202 Filed 12–27–22; 8:45 am]
SECURITIES AND EXCHANGE
COMMISSION
The Exchange proposes to amend
Section 902.03 of the NYSE Listed
Company Manual (the ‘‘Manual’’) to
amend certain of its annual fees charged
to listed issuers. 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.
1 15
1 15
2 17
2 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 17 CFR 200.30–3(a)(12).
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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 annual fees charged to
listed issuers as set forth in Section
902.03 of the Manual. The proposed
changes will take effect from the
beginning of the calendar year
commencing on January 1, 2023. The
proposed increases in the annual fees
reflect increases in the costs the
Exchange incurs in providing services to
listed companies on an ongoing basis, as
well as increases in the costs of
conducting its related regulatory
activities. As described below, the
Exchange proposes to make the
proposed fee increases to better reflect
the Exchange’s costs related to listing
equity securities and the corresponding
value of such listing to companies.
The annual fee for each class of equity
security listed on the Exchange is equal
to the greater of the minimum fee or the
fee calculated on a per share basis.
The Exchange currently charges an
annual fee of $0.00117 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 primary class is common or
preferred shares); and each class of
warrants or rights. The Exchange
proposes to change the per share annual
fee for the foregoing classes of securities
from $0.00117 per share to $0.001215
per share.
The current minimum annual fee for
a primary class of common shares
(including Equity Investment Tracking
Stocks) or a primary class of preferred
stock (if no class of common shares is
listed) is $74,000. The Exchange
proposes to change this minimum
annual fee from $74,000 to $80,000.
Notwithstanding the fact that the
Exchange proposes to increase the per
share fee rate applicable to all classes of
equity securities set forth in Section
902.03, the Exchange does not propose
to increase the minimum annual fees
charged for additional classes of
common shares (including tracking
stocks), preferred stocks that are not the
primary listed equity security, or
warrants or rights. The Exchange
believes that the benefits issuers receive
in connection with those listings are
consistent with the current minimum
fee levels, as those types of listings do
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Federal Register / Vol. 87, No. 248 / Wednesday, December 28, 2022 / Notices
not generally entitle issuers to the types
of services provided in connection with
a primary common stock listing or
primary preferred stock listing and the
Exchange has therefore not incurred the
same level of cost increase associated
with them. In addition, their issuers
generally also have a primary common
stock listing on the Exchange that will
be subject to the increased minimum
annual fee of $80,000 and the Exchange
believes that this increased minimum
fee is sufficient to encompass any
increases in minimum costs associated
with any such issuer.
The revised annual fees will be
applied in the same manner to all
issuers with listed securities in the
affected categories and the Exchange
believes that the changes will not
disproportionately affect any specific
category of issuers.
ddrumheller on DSK6VXHR33PROD with NOTICES
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Act,4 in general, and
furthers the objectives of Section
6(b)(4) 5 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,6 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 Section 902.03 to increase
the annual fees for the various
categories of equity securities as set
forth above because of the increased
costs incurred by the Exchange since it
established the current rates.
The Proposed Changes Are Reasonable
The Exchange believes that the
proposed changes to its annual fee
schedule are reasonable. In that regard,
the Exchange notes that its general costs
to support its listed companies have
increased, including due to price
4 15
U.S.C. 78f(b).
U.S.C. 78f(b)(4).
6 15 U.S.C. 78f(b)(5).
5 15
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Jkt 259001
inflation. The Exchange also continues
to expand and improve the services it
provides to listed companies.
Specifically, the Exchange has (among
other things) increased expenditure on
listed companies and the value of an
NYSE listing by: making improvements
to NYSE Connect, an online service that
provides listed companies with access
to in-depth information to better
understand the trading of their
securities; increasing the value of
products and services available to
qualified listed companies under
Section 907.00 of the Manual; 7 and
launching the NYSE Institute, whose
focus includes providing thought
leadership and advocacy on behalf of
listed companies.
The Exchange operates in a highly
competitive marketplace for the listing
of the various categories of securities
affected by the proposed annual fee
adjustments. The Commission has
repeatedly expressed its preference for
competition over regulatory
intervention in determining prices,
products, and services in the securities
markets. Specifically, in Regulation
NMS,8 the Commission highlighted the
importance of market forces in
determining prices and SRO revenues
and, also, recognized that current
regulation of the market system ‘‘has
been remarkably successful in
promoting market competition in its
broader forms that are most important to
investors and listed companies.’’ 9
The Exchange believes that the evershifting market share among the
exchanges with respect to new listings
and the transfer of existing listings
between competitor exchanges
demonstrates that issuers can choose
different listing markets in response to
fee changes. Accordingly, competitive
forces constrain exchange listing fees.
Stated otherwise, changes to exchange
listing fees can have a direct effect on
the ability of an exchange to compete for
new listings and retain existing listings.
Given this competitive environment,
the adoption of the proposed increase to
the annual fees for various categories of
equity securities represents a reasonable
attempt to address the Exchange’s
increased costs in servicing these
listings while continuing to attract and
retain listings.
The Exchange proposes to make the
aforementioned fee increases in Section
902.03 to better reflect the value of such
listing to issuers.
7 See Securities Exchange Act Release No. 94222
(February 10, 2022); 87 FR 8886 (February 16, 2022)
(SR–NYSE–2021–68).
8 Release No. 34–51808 (June 9, 2005); 70 FR
37496 (June 29, 2005).
9 See Regulation NMS, 70 FR at 37499.
PO 00000
Frm 00065
Fmt 4703
Sfmt 4703
79913
Notwithstanding the fact that the
Exchange proposes to increase the per
share fee rate applicable to all classes of
equity securities set forth in Section
902.03, the Exchange does not propose
to increase the minimum annual fees
charged for additional classes of
common shares (including tracking
stocks), preferred stocks that are not the
primary listed equity security, or
warrants or rights. The Exchange
believes that the benefits issuers receive
in connection with those listings are
consistent with the current minimum
fee levels, as those types of listings do
not generally entitle issuers to the types
of services provided in connection with
a primary common stock listing or
primary preferred stock listing and the
Exchange has therefore not incurred the
same level of cost increase associated
with them. In addition, their issuers
generally also have a primary common
stock listing on the Exchange that will
be subject to the increased minimum
annual fee of $80,000 and the Exchange
believes that this increased minimum
fee is sufficient to encompass any
increases in minimum costs associated
with any such issuer.
The Proposal Is an Equitable Allocation
of Fees
The Exchange believes its proposal
equitably allocates its fees among its
market participants.
The Exchange believes that the
proposed amendments to the annual
fees for equity securities are equitable
because they do not change the existing
framework for such fees, but simply
increase the amount of certain of the
minimum fees and per unit rates to
reflect increased operating costs.
Similarly, as the fee structure remains
effectively unchanged apart from the
proposed increases in the rates paid by
all issuers, the changes to annual fees
for equity securities neither target nor
will they have a disparate impact on any
particular category of issuer.
The Proposal Is Not Unfairly
Discriminatory
The Exchange believes that the
proposal is not unfairly discriminatory.
The proposed fee changes are not
unfairly discriminatory among issuers of
primary classes of common shares
(including Equity Investment Tracking
Stocks) because the same increases will
apply to all such issuers. The Exchange
does not propose to increase the
minimum annual fees charged for
additional classes of common shares
(including tracking stocks), preferred
stocks that are not the primary listed
equity security, or warrants or rights.
For the reasons described above under
E:\FR\FM\28DEN1.SGM
28DEN1
79914
Federal Register / Vol. 87, No. 248 / Wednesday, December 28, 2022 / Notices
the heading ‘‘The Proposed Changes are
Reasonable,’’ the Exchange believes that
this is not unfairly discriminatory to the
issuers of primary classes of common
shares (including Equity Investment
Tracking Stocks).
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.
For the foregoing reasons, the
Exchange believes that the proposal is
consistent with the Act.
ddrumheller on DSK6VXHR33PROD with NOTICES
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.
Intramarket Competition.
The proposed amended fees will be
charged to all listed issuers on the same
basis. The Exchange does not believe
that the proposed amended fees will
have any meaningful effect on the
competition among issuers listed on the
Exchange.
Intermarket Competition.
The Exchange operates in a highly
competitive market in which issuers can
readily choose to list new securities on
other exchanges and transfer listings to
other exchanges if they deem fee levels
at those other venues to be more
favorable. Because competitors are free
to modify their own fees, and because
issuers may change their chosen listing
venue, the Exchange does not believe its
proposed fee change can impose any
burden on intermarket competition.
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18:26 Dec 27, 2022
Jkt 259001
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 has become
effective upon filing pursuant to Section
19(b)(3)(A) 10 of the Act and paragraph
(f) thereunder. At any time within 60
days of the filing of the 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.
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 rule-comments@
sec.gov. Please include File Number SR–
NYSE–2022–57 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–2022–57. 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
10 15
PO 00000
U.S.C. 78s(b)(3)(A).
Frm 00066
Fmt 4703
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–2022–57 and should
be submitted on or before January 18,
2023.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.11
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2022–28197 Filed 12–27–22; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
34780; File No. 812–15355]
Forum Real Estate Income Fund, et al.
December 21, 2022.
Securities and Exchange
Commission (‘‘Commission’’ or ‘‘SEC’’).
ACTION: Notice.
AGENCY:
Notice of application for an order
under section 17(d) of the Investment
Company Act of 1940 (the ‘‘Act’’) and
rule 17d–1 under the Act to permit
certain joint transactions otherwise
prohibited by section 17(d) of the Act
and rule 17d–1 under the Act.
SUMMARY OF APPLICATION: Applicants
request an order to permit certain
closed-end management investment
companies to co-invest in portfolio
companies with each other and with
certain affiliated investment entities.
APPLICANTS: Forum Real Estate Income
Fund, Forum Capital Advisors LLC,
Forum Structured Finance LP, Forum
Structured Finance Parallel LP and
Forum Structured Finance SLP LLC.
FILING DATES: The application was filed
on June 17, 2022, and amended on
October 4, 2022, November 25, 2022,
and December 20, 2022.
HEARING OR NOTIFICATION OF HEARING:
An order granting the requested relief
will be issued unless the Commission
11 17
Sfmt 4703
E:\FR\FM\28DEN1.SGM
CFR 200.30–3(a)(12).
28DEN1
]]>Agencies
[Federal Register Volume 87, Number 248 (Wednesday, December 28, 2022)]
[Notices]
[Pages 79912-79914]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-28197]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-96556; File No. SR-NYSE-2022-57]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Increase Certain Annual Listing Fee Set Forth in Section 902.03 of the
NYSE Listed Company Manual
December 21, 2022.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that on December 16, 2022, 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 902.03 of the NYSE Listed
Company Manual (the ``Manual'') to amend certain of its annual fees
charged to listed issuers. 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 annual fees charged
to listed issuers as set forth in Section 902.03 of the Manual. The
proposed changes will take effect from the beginning of the calendar
year commencing on January 1, 2023. The proposed increases in the
annual fees reflect increases in the costs the Exchange incurs in
providing services to listed companies on an ongoing basis, as well as
increases in the costs of conducting its related regulatory activities.
As described below, the Exchange proposes to make the proposed fee
increases to better reflect the Exchange's costs related to listing
equity securities and the corresponding value of such listing to
companies.
The annual fee for each class of equity security listed on the
Exchange is equal to the greater of the minimum fee or the fee
calculated on a per share basis.
The Exchange currently charges an annual fee of $0.00117 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 primary class is common or preferred shares);
and each class of warrants or rights. The Exchange proposes to change
the per share annual fee for the foregoing classes of securities from
$0.00117 per share to $0.001215 per share.
The current minimum annual fee for a primary class of common shares
(including Equity Investment Tracking Stocks) or a primary class of
preferred stock (if no class of common shares is listed) is $74,000.
The Exchange proposes to change this minimum annual fee from $74,000 to
$80,000.
Notwithstanding the fact that the Exchange proposes to increase the
per share fee rate applicable to all classes of equity securities set
forth in Section 902.03, the Exchange does not propose to increase the
minimum annual fees charged for additional classes of common shares
(including tracking stocks), preferred stocks that are not the primary
listed equity security, or warrants or rights. The Exchange believes
that the benefits issuers receive in connection with those listings are
consistent with the current minimum fee levels, as those types of
listings do
[[Page 79913]]
not generally entitle issuers to the types of services provided in
connection with a primary common stock listing or primary preferred
stock listing and the Exchange has therefore not incurred the same
level of cost increase associated with them. In addition, their issuers
generally also have a primary common stock listing on the Exchange that
will be subject to the increased minimum annual fee of $80,000 and the
Exchange believes that this increased minimum fee is sufficient to
encompass any increases in minimum costs associated with any such
issuer.
The revised annual fees will be applied in the same manner to all
issuers with listed securities in the affected categories and the
Exchange believes that the changes will not disproportionately affect
any specific category of issuers.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\4\ in general, and furthers the
objectives of Section 6(b)(4) \5\ 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,\6\ 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.
---------------------------------------------------------------------------
\4\ 15 U.S.C. 78f(b).
\5\ 15 U.S.C. 78f(b)(4).
\6\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Exchange believes that it is not unfairly discriminatory and
represents an equitable allocation of reasonable fees to amend Section
902.03 to increase the annual fees for the various categories of equity
securities as set forth above because of the increased costs incurred
by the Exchange since it established the current rates.
The Proposed Changes Are Reasonable
The Exchange believes that the proposed changes to its annual fee
schedule are reasonable. In that regard, the Exchange notes that its
general costs to support its listed companies have increased, including
due to price inflation. The Exchange also continues to expand and
improve the services it provides to listed companies. Specifically, the
Exchange has (among other things) increased expenditure on listed
companies and the value of an NYSE listing by: making improvements to
NYSE Connect, an online service that provides listed companies with
access to in-depth information to better understand the trading of
their securities; increasing the value of products and services
available to qualified listed companies under Section 907.00 of the
Manual; \7\ and launching the NYSE Institute, whose focus includes
providing thought leadership and advocacy on behalf of listed
companies.
---------------------------------------------------------------------------
\7\ See Securities Exchange Act Release No. 94222 (February 10,
2022); 87 FR 8886 (February 16, 2022) (SR-NYSE-2021-68).
---------------------------------------------------------------------------
The Exchange operates in a highly competitive marketplace for the
listing of the various categories of securities affected by the
proposed annual fee adjustments. The Commission has repeatedly
expressed its preference for competition over regulatory intervention
in determining prices, products, and services in the securities
markets. Specifically, in Regulation NMS,\8\ the Commission highlighted
the importance of market forces in determining prices and SRO revenues
and, also, recognized that current regulation of the market system
``has been remarkably successful in promoting market competition in its
broader forms that are most important to investors and listed
companies.'' \9\
---------------------------------------------------------------------------
\8\ Release No. 34-51808 (June 9, 2005); 70 FR 37496 (June 29,
2005).
\9\ See Regulation NMS, 70 FR at 37499.
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The Exchange believes that the ever-shifting market share among the
exchanges with respect to new listings and the transfer of existing
listings between competitor exchanges demonstrates that issuers can
choose different listing markets in response to fee changes.
Accordingly, competitive forces constrain exchange listing fees. Stated
otherwise, changes to exchange listing fees can have a direct effect on
the ability of an exchange to compete for new listings and retain
existing listings.
Given this competitive environment, the adoption of the proposed
increase to the annual fees for various categories of equity securities
represents a reasonable attempt to address the Exchange's increased
costs in servicing these listings while continuing to attract and
retain listings.
The Exchange proposes to make the aforementioned fee increases in
Section 902.03 to better reflect the value of such listing to issuers.
Notwithstanding the fact that the Exchange proposes to increase the
per share fee rate applicable to all classes of equity securities set
forth in Section 902.03, the Exchange does not propose to increase the
minimum annual fees charged for additional classes of common shares
(including tracking stocks), preferred stocks that are not the primary
listed equity security, or warrants or rights. The Exchange believes
that the benefits issuers receive in connection with those listings are
consistent with the current minimum fee levels, as those types of
listings do not generally entitle issuers to the types of services
provided in connection with a primary common stock listing or primary
preferred stock listing and the Exchange has therefore not incurred the
same level of cost increase associated with them. In addition, their
issuers generally also have a primary common stock listing on the
Exchange that will be subject to the increased minimum annual fee of
$80,000 and the Exchange believes that this increased minimum fee is
sufficient to encompass any increases in minimum costs associated with
any such issuer.
The Proposal Is an Equitable Allocation of Fees
The Exchange believes its proposal equitably allocates its fees
among its market participants.
The Exchange believes that the proposed amendments to the annual
fees for equity securities are equitable because they do not change the
existing framework for such fees, but simply increase the amount of
certain of the minimum fees and per unit rates to reflect increased
operating costs. Similarly, as the fee structure remains effectively
unchanged apart from the proposed increases in the rates paid by all
issuers, the changes to annual fees for equity securities neither
target nor will they have a disparate impact on any particular category
of issuer.
The Proposal Is Not Unfairly Discriminatory
The Exchange believes that the proposal is not unfairly
discriminatory. The proposed fee changes are not unfairly
discriminatory among issuers of primary classes of common shares
(including Equity Investment Tracking Stocks) because the same
increases will apply to all such issuers. The Exchange does not propose
to increase the minimum annual fees charged for additional classes of
common shares (including tracking stocks), preferred stocks that are
not the primary listed equity security, or warrants or rights. For the
reasons described above under
[[Page 79914]]
the heading ``The Proposed Changes are Reasonable,'' the Exchange
believes that this is not unfairly discriminatory to the issuers of
primary classes of common shares (including Equity Investment Tracking
Stocks).
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.
For the foregoing reasons, the Exchange believes that the proposal
is consistent with the Act.
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.
Intramarket Competition.
The proposed amended fees will be charged to all listed issuers on
the same basis. The Exchange does not believe that the proposed amended
fees will have any meaningful effect on the competition among issuers
listed on the Exchange.
Intermarket Competition.
The Exchange operates in a highly competitive market in which
issuers can readily choose to list new securities on other exchanges
and transfer listings to other exchanges if they deem fee levels at
those other venues to be more favorable. Because competitors are free
to modify their own fees, and because issuers may change their chosen
listing venue, the Exchange does not believe its proposed fee change
can impose any burden on intermarket competition.
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 has become effective upon filing pursuant
to Section 19(b)(3)(A) \10\ of the Act and paragraph (f) thereunder. At
any time within 60 days of the filing of the 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.
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\10\ 15 U.S.C. 78s(b)(3)(A).
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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-2022-57 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-2022-57. 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-2022-57 and should be submitted on
or before January 18, 2023.
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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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2022-28197 Filed 12-27-22; 8:45 am]
BILLING CODE 8011-01-P
