83_FR_64631 83 FR 64391 - 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

83 FR 64391 - 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

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 240 (December 14, 2018)

Page Range64391-64393
FR Document2018-27084

Federal Register, Volume 83 Issue 240 (Friday, December 14, 2018)
[Federal Register Volume 83, Number 240 (Friday, December 14, 2018)]
[Notices]
[Pages 64391-64393]
From the Federal Register Online  [www.thefederalregister.org]
[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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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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.
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    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).
---------------------------------------------------------------------------

    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).
---------------------------------------------------------------------------

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 (http://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 (http://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



                                                                          Federal Register / Vol. 83, No. 240 / Friday, December 14, 2018 / Notices                                           64391

                                              The purchase of Creation Units by a                     SECURITIES AND EXCHANGE                               with effect from the beginning of the
                                              Fund of Funds directly from a Fund will                 COMMISSION                                            calendar year commencing on January 1,
                                              be accomplished in accordance with the                                                                        2019.
                                                                                                      [Release No. 34–84775; File No. SR–NYSE–                 The annual fee set forth in Section
                                              policies of the Fund of Funds and will                  2018–57]
                                              be based on the NAVs of the Funds.                                                                            902.03 of the Manual will increase from
                                                                                                      Self-Regulatory Organizations; New                    $0.00108 per share to $0.0011 per share
                                                 9. Applicants also request relief to                                                                       for each of the following: A primary
                                              permit a Feeder Fund to acquire shares                  York Stock Exchange LLC; Notice of
                                                                                                      Filing and Immediate Effectiveness of                 class of common shares (including
                                              of another registered investment                                                                              Equity Investment Tracking Stocks);
                                              company managed by the Adviser                          Proposed Rule Change To Amend
                                                                                                      Certain of Its Listing Fees                           each additional class of common shares
                                              having substantially the same                                                                                 (including tracking stock), a primary
                                              investment objectives as the Feeder                     December 10, 2018.                                    class of preferred stock (if no class of
                                              Fund (‘‘Master Fund’’) beyond the                          Pursuant to Section 19(b)(1) 1 of the              common shares is listed); each
                                              limitations in section 12(d)(1)(A) and                  Securities Exchange Act of 1934 (the                  additional class of preferred stock
                                              permit the Master Fund, and any                         ‘‘Act’’) 2 and Rule 19b–4 thereunder,3                (whether the primary class is common
                                              principal underwriter for the Master                    notice is hereby given that, on                       or preferred stock); and each class of
                                              Fund, to sell shares of the Master Fund                 November 29, 2018, New York Stock                     warrants. In addition, the minimum
                                              to the Feeder Fund beyond the                           Exchange LLC (‘‘NYSE’’ or the                         annual fee will be increased from
                                              limitations in section 12(d)(1)(B).                     ‘‘Exchange’’) filed with the Securities               $65,000 to $68,000 for each of (i) a
                                                                                                      and Exchange Commission (the                          primary class of common shares
                                                 10. Section 6(c) of the Act permits the              ‘‘Commission’’) the proposed rule                     (including Equity Investment Tracking
                                              Commission to exempt any persons or                     change as described in Items I, II, and               Stocks) and (ii) a primary class of
                                              transactions from any provision of the                  III below, which Items have been                      preferred stock (if no class of common
                                              Act if such exemption is necessary or                   prepared by the self-regulatory                       shares is listed).
                                              appropriate in the public interest and                  organization. The Commission is                          The Exchange proposes to amend the
                                              consistent with the protection of                       publishing this notice to solicit                     annual fee schedule for structured
                                              investors and the purposes fairly                       comments on the proposed rule change                  products set forth in Section 902.05 of
                                              intended by the policy and provisions of                from interested persons.                              the Manual and for short term securities
                                              the Act. Section 12(d)(1)(J) of the Act                                                                       set forth in Section 902.06. In each case,
                                                                                                      I. Self-Regulatory Organization’s
                                              provides that the Commission may                                                                              the annual fee per share will increase
                                                                                                      Statement of the Terms of Substance of
                                              exempt any person, security, or                                                                               from $0.00108 to $0.0011 per share. The
                                                                                                      the Proposed Rule Change
                                              transaction, or any class or classes of                                                                       minimum annual fee will increase from
                                              persons, securities, or transactions, from                 The Exchange proposes to amend                     $25,000 to $35,000 for securities listed
                                              any provision of section 12(d)(1) if the                certain of its listing fees. The proposed             under Sections 902.05 and 902.06
                                                                                                      rule change is available on the                       (except for warrants to purchase equity
                                              exemption is consistent with the public
                                                                                                      Exchange’s website at www.nyse.com, at                securities, which will remain $5,000). In
                                              interest and the protection of investors.
                                                                                                      the principal office of the Exchange, and             addition, the Exchange proposes to
                                              Section 17(b) of the Act authorizes the                 at the Commission’s Public Reference                  amend the provision in Section 902.02
                                              Commission to grant an order                            Room.                                                 relating to the $500,000 Total Maximum
                                              permitting a transaction otherwise
                                                                                                      II. Self-Regulatory Organization’s                    Fee by including annual fees paid for all
                                              prohibited by section 17(a) if it finds                                                                       structured products in calculating the
                                              that (a) the terms of the proposed                      Statement of the Purpose of, and
                                                                                                      Statutory Basis for, the Proposed Rule                Total Maximum Fee. The Exchange
                                              transaction are fair and reasonable and                                                                       notes that retail debt securities are
                                              do not involve overreaching on the part                 Change
                                                                                                                                                            already included in the Total Maximum
                                              of any person concerned; (b) the                           In its filing with the Commission, the             Fee calculation. Historically many listed
                                              proposed transaction is consistent with                 self-regulatory organization included                 structured products were financial
                                              the policies of each registered                         statements concerning the purpose of,                 products issued by banks and other
                                              investment company involved; and (c)                    and basis for, the proposed rule change               financial institutions so there was a
                                              the proposed transaction is consistent                  and discussed any comments it received                reasonable basis for excluding them
                                              with the general purposes of the Act.                   on the proposed rule change. The text                 from the benefits of the Total Maximum
                                                                                                      of those statements may be examined at                Fee provision. Today, however, most
                                                For the Commission, by the Division of                the places specified in Item IV below.
                                              Investment Management, under delegated
                                                                                                                                                            structured products listed on the
                                                                                                      The Exchange has prepared summaries,                  Exchange are issued by listed
                                              authority.
                                                                                                      set forth in sections A, B, and C below,              companies for similar financing reasons
                                              Eduardo A. Aleman,                                      of the most significant parts of such                 to those for which they issue retail debt,
                                              Deputy Secretary.                                       statements.                                           so it is reasonable to treat them the same
                                              [FR Doc. 2018–27128 Filed 12–13–18; 8:45 am]
                                                                                                      A. Self-Regulatory Organization’s                     for purposes of the Total Maximum Fee
                                              BILLING CODE 8011–01–P                                  Statement of the Purpose of, and the                  calculation.
                                                                                                      Statutory Basis for, the Proposed Rule                   The Exchange proposes to make an
                                                                                                                                                            adjustment to the Investment
                                                                                                      Change
                                                                                                                                                            Management Entity Group Fee Discount
                                                                                                      1. Purpose                                            set forth in Section 902.02 of the
amozie on DSK3GDR082PROD with NOTICES1




                                                                                                         The Exchange proposes to amend                     Manual. The Investment Management
                                                                                                      certain of its listing fees set forth in              Entity Group Fee Discount is currently
                                              for, and the requested relief will not apply to,
                                                                                                      Chapter 9 of the Manual, in each case                 based on all annual and listing fees paid
                                              transactions where a Fund could be deemed an
                                              Affiliated Person, or a Second-Tier Affiliate, of a
                                                                                                                                                            by the Investment Management Entity
                                              Fund of Funds because an investment adviser to the        1 15 U.S.C. 78s(b)(1).                              and its Eligible Portfolio Companies in
                                              Funds is also an investment adviser to a Fund of          2 15 U.S.C. 78a.                                    the applicable calendar year. The
                                              Funds.                                                    3 17 CFR 240.19b–4.                                 Exchange proposes to amend the


                                         VerDate Sep<11>2014   16:57 Dec 13, 2018   Jkt 247001   PO 00000   Frm 00081   Fmt 4703   Sfmt 4703   E:\FR\FM\14DEN1.SGM   14DEN1


                                              64392                       Federal Register / Vol. 83, No. 240 / Friday, December 14, 2018 / Notices

                                              discount by applying it only to annual                  2. Statutory Basis                                    for similar financing reasons to those for
                                              fees incurred as of January 1 of the                       The Exchange believes that the                     which they issue retail debt, so it is
                                              applicable year.4 The current approach                  proposed rule change is consistent with               reasonable, equitable and not unfairly
                                              is logistically difficult for Exchange staff            Section 6(b) of the Act,6 in general, and             discriminatory to treat them the same
                                              and the benefitting companies, as the                   furthers the objectives of Section                    for purposes of the Total Maximum Fee
                                              size and proportionate share of the                     6(b)(4) 7 of the Act, in particular, in that          calculation.
                                              discount received by each company                       it is designed to provide for the                        The adjustments to the Investment
                                              cannot be calculated until year-end, as                 equitable allocation of reasonable dues,              Management Entity Group Fee Discount
                                              it must reflect the effect of supplemental              fees, and other charges. The Exchange                 are not unfairly discriminatory and
                                              listing fees incurred for issuances of                  also believes that the proposed rule                  represent an equitable allocation of
                                              new shares during the course of the year                change is consistent with Section 6(b)(5)             reasonable fees, because a discount
                                              in addition to annual fees. A discount                  of the Act,8 in that it is designed to                based on annual fee bills incurred on
                                              based on annual fee bills incurred on                   promote just and equitable principles of              January 1 will be more transparent and
                                              January 1 will be more transparent and                  trade, to foster cooperation and                      predictable and will enable the
                                              predictable and will enable the                         coordination with persons engaged in                  Exchange to reduce the benefitting
                                              Exchange to reduce the benefiting                       regulating, clearing, settling, processing            companies’ bills at the beginning of the
                                              companies’ bills at the beginning of the                information with respect to, and                      year rather than charging them in full
                                              year rather than charging them in full                  facilitating transactions in securities, to           and giving them a credit for the
                                              and giving them a credit for the                        remove impediments to and perfect the                 discount at year-end. The proposed
                                              discount at year-end. In connection with                mechanism of a free and open market                   amendment is not unfairly
                                              this modification, the Exchange also                    and a national market system, and, in                 discriminatory because the eligible fees
                                              proposes to modify the manner in                        general, to protect investors and the                 and the test for receiving the benefits of
                                              which a company qualifies as an                         public interest and is not designed to                the discount will be the same for all
                                              Eligible Portfolio Company to reflect the               permit unfair discrimination between                  listed companies.
                                              fact that the benefits—and therefore                    customers, issuers, brokers, or dealers.
                                              Eligible Portfolio Company Status—will                     The Exchange believes that it is not                  The above fee changes are not unfairly
                                              be determined at the beginning of the                   unfairly discriminatory and represents                discriminatory because the same fee
                                              applicable year. As such, for calendar                  an equitable allocation of reasonable                 schedule will apply to all listed issuers.
                                              2019 and subsequent years, a company                    fees to amend Chapter Nine of the                     Further, the Exchange operates in a
                                              will be an Eligible Portfolio Company if                Manual to increase the various listing                competitive environment and its fees
                                              it was listed on the Exchange as of the                 fees as set forth above because of the                are constrained by competition in the
                                              first trading day of such calendar year.                increased costs incurred by the                       marketplace. Other venues currently list
                                              In order to qualify for the Investment                  Exchange since it established the                     all of the categories of securities covered
                                              Management Entity Group Fee Discount                    current rates. In that regard, the                    by the proposed fees and if a company
                                              in calendar 2019 or any subsequent                      Exchange notes that its general costs                 believes that the Exchange’s fees are
                                              year, an issuer must submit satisfactory                have increased since its most recent fee              unreasonable it can decide either not to
                                              proof to the Exchange no later than the                 adjustments, including due to price                   list its securities or to list them on an
                                              first trading day of such calendar year                 inflation. In addition, the Exchange                  alternative venue.
                                              that it meets the ownership                             continues to improve and increase the                    The proposed removal of text relating
                                              requirements specified above.5                          services it provides to listed companies.             to fees that are no longer applicable is
                                                 As described below, the Exchange                     These improvements include the                        ministerial in nature and has no
                                              proposes to make the aforementioned                     continued development and                             substantive effect.
                                              fee increases to better reflect the                     enhancement of an interactive web-
                                                                                                      based platform designed to improve                    B. Self-Regulatory Organization’s
                                              Exchange’s costs related to listing equity                                                                    Statement on Burden on Competition
                                              securities and the corresponding value                  communication between the Exchange
                                              of such listing to issuers.                             and listed companies, the availability to                The Exchange does not believe that
                                                 The Exchange also proposes to                        listed companies of the Exchange’s new                the proposed rule change will impose
                                              remove a number of references in                        state-of-the-art conference facilities at 11          any burden on competition that is not
                                              Chapter 9 to fees that are no longer                    Wall Street, and continued development                necessary or appropriate in furtherance
                                              applicable as they were superseded by                   of an investor relations tool available to            of the purposes of the Act. The
                                              new fee rates specified in the rule text                all listed companies which provides                   proposed rule change is designed to
                                              or refer to fees that are no longer                     companies with information enabling                   ensure that the fees charged by the
                                                                                                      them to better understand the trading
                                              applicable.                                                                                                   Exchange accurately reflect the services
                                                                                                      and ownership of their securities and
                                                                                                                                                            provided and benefits realized by listed
                                                                                                      the cost of providing content for
                                                4 The Investment Management Entity Group Fee                                                                companies. The market for listing
                                                                                                      inclusion in that tool.
                                              Discount is limited to $500,000 per year for any
                                                                                                         The inclusion of all structured                    services is extremely competitive. Each
                                              Investment Management Entity and its Eligible                                                                 listing exchange has a different fee
                                              Portfolio Companies and, in the Exchange’s              products in the Total Maximum Fee
                                              experience, each group of companies utilizing the       calculation is not unfairly                           schedule that applies to issuers seeking
                                              discount has benefited from the maximum $500,000        discriminatory and represents an                      to list securities on its exchange. Issuers
                                              amount. The Exchange expects that all groups of
                                                                                                      equitable allocation of reasonable fees,              have the option to list their securities on
                                              companies utilizing the discount will continue to                                                             these alternative venues based on the
amozie on DSK3GDR082PROD with NOTICES1




                                              benefit from the maximum discount in the future         as retail debt securities are already
                                              based solely on their annual fee obligations.           included in the Total Maximum Fee                     fees charged and the value provided by
                                                5 Under the current rule, a company qualifies for
                                                                                                      calculation. Most listed structured                   each listing. Because issuers have a
                                              the Investment Management Entity Group Fee
                                                                                                      products are issued by listed companies               choice to list their securities on a
                                              Discount in any calendar year by submitting                                                                   different national securities exchange,
                                              satisfactory proof to the Exchange no later than
                                              December 31 that it has met the ownership                 6 15 U.S.C. 78f(b).                                 the Exchange does not believe that the
                                              requirements specified above for the entire period        7 15 U.S.C. 78f(b)(4).                              proposed fee changes impose a burden
                                              between January 1 and September 30 of that year.          8 15 U.S.C. 78f(b)(5).                              on competition.


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                                                                             Federal Register / Vol. 83, No. 240 / Friday, December 14, 2018 / Notices                                               64393

                                              C. Self-Regulatory Organization’s                       rules/sro.shtml). Copies of the                       below, which Items have been prepared
                                              Statement on Comments on the                            submission, all subsequent                            by the clearing agency. NSCC filed the
                                              Proposed Rule Change Received From                      amendments, all written statements                    proposed rule change pursuant to
                                              Members, Participants, or Others                        with respect to the proposed rule                     Section 19(b)(3)(A) of the Act 3 and
                                                No written comments were solicited                    change that are filed with the                        Rules 19b–4(f)(2) and (f)(4) thereunder.4
                                              or received with respect to the proposed                Commission, and all written                           The Commission is publishing this
                                              rule change.                                            communications relating to the                        notice to solicit comments on the
                                                                                                      proposed rule change between the                      proposed rule change from interested
                                              III. Date of Effectiveness of the                       Commission and any person, other than                 persons.
                                              Proposed Rule Change and Timing for                     those that may be withheld from the
                                              Commission Action                                       public in accordance with the                         I. Clearing Agency’s Statement of the
                                                                                                      provisions of 5 U.S.C. 552, will be                   Terms of Substance of the Proposed
                                                 The foregoing rule change is effective                                                                     Rule Change
                                              upon filing pursuant to Section                         available for website viewing and
                                              19(b)(3)(A) 9 of the Act and                            printing in the Commission’s Public                      The proposed rule change consists of
                                              subparagraph (f)(2) of Rule 19b–4 10                    Reference Room, 100 F Street NE,                      modifications to Addendum A (Fee
                                              thereunder, because it establishes a due,               Washington, DC 20549 on official                      Structure) (‘‘Addendum A’’) of NSCC’s
                                              fee, or other charge imposed by the                     business days between the hours of                    Rules & Procedures (‘‘Rules’’) in order to
                                              Exchange.                                               10:00 a.m. and 3:00 p.m. Copies of the                make certain adjustments and
                                                 At any time within 60 days of the                    filing also will be available for                     clarifications in the fee provisions for
                                              filing of such proposed rule change, the                inspection and copying at the principal               NSCC’s Mutual Fund Services (‘‘MFS’’)
                                              Commission summarily may                                office of the Exchange. All comments                  and Insurance and Retirement
                                              temporarily suspend such rule change if                 received will be posted without change.               Processing Services (‘‘I&RS’’), as
                                              it appears to the Commission that such                  Persons submitting comments are                       described below.5
                                              action is necessary or appropriate in the               cautioned that we do not redact or edit
                                                                                                      personal identifying information from                 II. Clearing Agency’s Statement of the
                                              public interest, for the protection of                                                                        Purpose of, and Statutory Basis for, the
                                              investors, or otherwise in furtherance of               comment submissions. You should
                                                                                                      submit only information that you wish                 Proposed Rule Change
                                              the purposes of the Act. If the
                                              Commission takes such action, the                       to make available publicly. All                          In its filing with the Commission, the
                                              Commission shall institute proceedings                  submissions should refer to File                      clearing agency included statements
                                              under Section 19(b)(2)(B) 11 of the Act to              Number SR–NYSE–2018–57 and should                     concerning the purpose of and basis for
                                              determine whether the proposed rule                     be submitted on or before January 4,                  the proposed rule change and discussed
                                              change should be approved or                            2019.                                                 any comments it received on the
                                              disapproved.                                              For the Commission, by the Division of              proposed rule change. The text of these
                                                                                                      Trading and Markets, pursuant to delegated            statements may be examined at the
                                              IV. Solicitation of Comments                            authority.12                                          places specified in Item IV below. The
                                                Interested persons are invited to                     Eduardo A. Aleman,                                    clearing agency has prepared
                                              submit written data, views, and                         Deputy Secretary.                                     summaries, set forth in sections A, B,
                                              arguments concerning the foregoing,                     [FR Doc. 2018–27084 Filed 12–13–18; 8:45 am]          and C below, of the most significant
                                              including whether the proposed rule                     BILLING CODE 8011–01–P
                                                                                                                                                            aspects of such statements.
                                              change is consistent with the Act.                                                                            (A) Clearing Agency’s Statement of the
                                              Comments may be submitted by any of                                                                           Purpose of, and Statutory Basis for, the
                                              the following methods:                                  SECURITIES AND EXCHANGE                               Proposed Rule Change
                                              Electronic Comments                                     COMMISSION
                                                                                                                                                            1. Purpose
                                                • Use the Commission’s internet                       [Release No 34–84771; File No. SR–NSCC–
                                                                                                                                                               The purpose of this proposed rule
                                                                                                      2018–012]
                                              comment form (http://www.sec.gov/                                                                             change is to reduce certain fees for MFS
                                              rules/sro.shtml); or                                    Self-Regulatory Organizations;                        and I&RS set forth in Addendum A as
                                                • Send an email to rule-comments@                     National Securities Clearing                          described below, in order to better align
                                              sec.gov. Please include File Number SR–                 Corporation; Notice of Filing and                     fees with the costs of services provided
                                              NYSE–2018–57 on the subject line.                       Immediate Effectiveness of a Proposed                 by NSCC by reducing the fees so that the
                                              Paper Comments                                          Rule Change To Amend Certain Fees                     revenue received by NSCC would be
                                                • Send paper comments in triplicate                   Relating to Mutual Fund Services, and                 closer to the costs of providing the
                                              to Secretary, Securities and Exchange                   Insurance and Retirement Processing                   services. In addition, certain fee
                                              Commission, 100 F Street NE,                            Services                                              reductions as described below are also
                                              Washington, DC 20549–1090.                              December 10, 2018.
                                                                                                                                                            intended to incentivize greater use of
                                              All submissions should refer to File                                                                          certain MFS and I&RS products. The
                                                                                                         Pursuant to Section 19(b)(1) of the
                                              Number SR–NYSE–2018–57. This file                       Securities Exchange Act of 1934                       proposed rule change would also clarify
                                              number should be included on the                        (‘‘Act’’) 1 and Rule 19b–4 thereunder,2               the description of certain fees as
                                              subject line if email is used. To help the              notice is hereby given that on November               described below to improve clarity and
                                              Commission process and review your                      26, 2018, National Securities Clearing                transparency of the Rules. NSCC expects
                                              comments more efficiently, please use                   Corporation (‘‘NSCC’’) filed with the                 the proposed rule change would result
amozie on DSK3GDR082PROD with NOTICES1




                                              only one method. The Commission will                    Securities and Exchange Commission                    in a decrease in revenue of
                                              post all comments on the Commission’s                   (‘‘Commission’’) the proposed rule                      3 15U.S.C. 78s(b)(3)(A).
                                              internet website (http://www.sec.gov/                   change as described in Items I, II and III              4 17CFR 240.19b–4(f)(2) and (f)(4).
                                                                                                                                                              5 Capitalized terms used herein and not otherwise
                                                9 15 U.S.C. 78s(b)(3)(A).                               12 17 CFR 200.30–3(a)(12).                          defined shall have the meaning assigned to such
                                                10 17 CFR 240.19b–4(f)(2).                              1 15 U.S.C. 78s(b)(1).                              terms in the Rules, available at http://dtcc.com/∼/
                                                11 15 U.S.C. 78s(b)(2)(B).                              2 17 CFR 240.19b–4.                                 media/Files/Downloads/legal/rules/nscc_rules.pdf.



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Document Created: 2018-12-14 03:49:48
Document Modified: 2018-12-14 03:49:48
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation83 FR 64391 

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