Self-Regulatory Organizations; New York Stock Exchange LLC; Order Approving a Proposed Rule Change, as Modified by Amendment Nos. 1, 2, and 3 Thereto, To Amend Listing Fees for Structured Products

On August 24, 2007, the New York Stock Exchange LLC (“NYSE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) and Rule 19b-4 thereunder, a proposed rule change to amend certain provisions of its Listed Company Manual (“Manual”) governing structured product fees. Except as described below, the proposed changes would apply retroactively as of October 3, 2007. On October 3, 2007, the Exchange filed Amendment No. 1 to the proposed rule change. On October 12, 2007, the Exchange filed Amendment No. 2 to the proposed rule change. On October 22, 2007, the Exchange filed Amendment No. 3 to the proposed rule change. The proposed rule change and Amendments Nos. 1, 2, and 3 thereto were published for comment in the Federal Register on October 26, 2007. The Commission received no comments on the proposal. This order approves the proposed rule change, as modified by Amendment Nos. 1, 2, and 3.

Section 902.06 of the Manual sets forth the listing and annual fees for “short-term” securities, i.e., those having a term of seven years or less. The Exchange proposes to revise Section 902.06 to clarify the scope of the rule's coverage. For example, proposed Section 902.06 excludes from its coverage certain short-term securities—namely, securities listed pursuant to Sections 703.15 (Foreign Currency Warrants and Currency Index Warrants), 703.17 (Stock Index Warrants Listing Standards), and 703.22 (Equity Index-Linked Securities, Commodity-Linked Securities and Currency-Linked Securities and Currency-Linked Securities)—that would instead be subject to lower fees set forth in proposed new Section 902.09.

The proposed listing fees applicable to securities subject to Section 902.09 of Manual are based on the total number of shares outstanding. The proposed fees would apply each time an issuer lists a security of one of the classes specified in Section 902.09 of the Manual and also to subsequent listings of additional shares of the same security. The Exchange would treat each series of the security as a separate issue. Proposed Section 902.09 would also establish annual fees based on the total number of shares outstanding. The proposed annual fees would be billed in January for the forthcoming year. Additionally, a $2,500 fee for certain changes that involve modifications to Exchange records would apply.

The Exchange also proposes to amend Section 902.05 of the Manual to provide that the fees applicable to: (1) Structured products listed under the debt criteria set out in Section 703.19 (Other Securities) and traded on NYSE Bonds are set forth in Section 902.08 (Listings Fees for Debt Securities); and (2) short-term structured products are set forth in Section 902.06.

Additionally, the Exchange seeks to codify its existing practice whereby it applies the fee schedules set forth in Sections 902.05 and 902.06 of the Manual to securities listed pursuant to Sections 703.15, 703.17 and 703.22 of the Manual. However, Sections 902.05 and 902.06 of the Manual do not identify Sections 703.15, 703.17 and 703.22 as securities to which the fees would apply. Through this proposed rule change, the Exchange proposes to apply retroactively for the period from June 7, 2006 to October 2, 2007 the fee schedules set forth in Sections 902.05 and 902.06 of the Manual to all securities previously listed pursuant to Sections 703.15, 703.17 and 703.22 of the Manual. Therefore, beginning October 3, 2007, all securities listed pursuant to Sections 703.15, 703.17 and 703.22 of the Manual would be subject to the fee schedule set forth in Section 902.09 of the Manual.

The Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange. In particular, the Commission believes that the proposal is consistent with Section 6(b)(4) of the Act, which requires, among other things, that the rules of a national securities exchange be designed to provide for the equitable allocation of reasonable dues, fees, and other charges among its members and issuers and other persons using its facilities. The Commission notes that no comments have been received regarding the proposed rule change, and that the proposed fees are similar to those it approved for the American Stock Exchange LLC.

It is therefore ordered, pursuant to Section 19(b)(2) of the Act, that the proposed rule change (File No. SR-NYSE-2007-77), as modified by Amendment Nos. 1, 2, and 3 thereto, be, and hereby is, approved.