[Federal Register Volume 66, Number 238 (Tuesday, December 11, 2001)]
[Notices]
[Pages 64068-64069]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-30504]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-45121; File No. SR-NYSE-2001-48]


Self-Regulatory Organizations; Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change by the New York Stock Exchange, 
Inc. Relating to Exchange Fees

December 3, 2001.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 
1934,\1\ (``Act'') and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on December 3, 2001,\3\ the New York Stock Exchange, Inc. 
(``NYSE'' or ``Exchange'') filed with the Securities and Exchange 
Commission (``Commission'') the proposed rule change as described in 
Items I, II and III below, which Items have been prepared by the NYSE. 
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\ 17 CFR 240.19b-4.
    \3\ On December 3, 2001, the Commission received a letter from 
the NYSE explaining its rationale for the proposed rule filing. The 
proposed rule change is treated as filed on the date that the letter 
was received. See letter from James Duffy, Senior Vice President & 
Associate General Counsel, Office of the General Counsel, NYSE, to 
Nancy J. Sanow, Assistant Director, Division of Market Regulation, 
Commission, dated November 21, 2001.
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The NYSE proposes to amend Section 902.02 of the Listed Company 
Manual (``Manual'') to provide that the one-time fee and the minimum 
fee shall not apply to original listings of closed-end funds, and to 
implement a $1 million cap on the continuing annual fees payable by any 
one family of closed-end funds.

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 NYSE included statements 
concerning the purpose of, and basis for, the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below and is set forth in Sections, A, B, and C below.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Currently, there are over 380 closed-end funds listed on the 
Exchange. Many of these funds represent multiple listings from a family 
of funds such as Nuveen, Morgan Stanley Van Kampen or Merrill Lynch. 
This year the Exchange has carefully reviewed the original and 
continuing annual listing fees charged to closed-end funds listed on 
the Exchange, particularly focusing on how those fees affect the fund 
families that comprise such a larger part of the closed-end fund 
listings.
    Currently, closed-end funds pay original listing fees based on the 
same schedule applicable to regular listed companies, with some modest 
relief in terms of the minimum original fee.\4\ The

[[Page 64069]]

Exchange now proposes to eliminate the minimum original listing fee for 
closed-end funds, and to also eliminate the one time charge of $36,800 
for such funds. Closed-end funds will pay original listing fees based 
on the number of shares issued according to the per share schedule 
applicable to listed companies generally as set forth in Section 902.02 
of the Manual. Any fund which listed during the 2001 calendar year will 
receive a credit against its continuing annual fee for the 2002 
calendar year representing the difference between the amount paid 
according to the current original listing fee schedule and the proposed 
schedule. In addition, the Exchange proposes to implement a $1 million 
annual cap on the amount of continuing annual listing fees payable by 
any one family of closed-end funds. The Exchange has traditionally 
differentiated with respect to fees among classes of issuers--such as 
closed end funds and structured (derivative) products. More 
specifically, this fee modification was influenced by the concern that 
funds, because they tend to be clustered in a limited number of 
``families,'' could have been viewed from a certain perspective as 
bearing fees that were potentially somewhat high when compared to the 
fees paid by traditional business corporations.\5\
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    \4\ In addition, on July 23rd of this year the Exchange 
implemented a temporary cap of $1.25 million on the aggregate 
listing fees payable by any one fund family during 2001, although 
without refund for any family that had exceeded that level prior to 
the implementation of the cap. See Exchange Act Release No. 44554, 
July 13, 2001, 66 FR 37715, July 19, 2001. This was done while the 
Exchange considered further what changes were appropriate in its 
closed-end fund fee schedule. This $1.25 million cap will expire by 
its own terms at the end of 2001.
    \5\ See note 3, supra.
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    All the fee changes proposed above will become effective at the 
beginning of the 2002 calendar year.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(4) \6\ that an Exchange have rules that 
provide for the equitable allocation of reasonable dues, fees and other 
charges among its members and issuers and other persons using its 
facilities.
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    \6\ 15 U.S.C. 78f(b)(4).
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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.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received from Members, Participants or Others

    The Exchange has neither solicited nor received written comments on 
the proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing 
for Commission Action

    Because the foregoing proposed rule: (1) Does not significantly 
affect the protection of investors or the public interest; (2) does not 
impose any significant burden on competition; and (3) does not become 
operative for 30 days or such shorter time as the Commission may 
designate, the proposed rule change has become effective pursuant to 
Section 19(b)(3)(A) of the Act \7\ and subparagraph (f)(6) of Rule 19b-
4 thereunder.\8\ At any time within 60 days of the filing of the 
proposed rule change the Commission may summarily abrogate such rule 
change of 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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    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 240.19b-4(f)(6).
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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 proposal is 
consistent with the Act. Persons making written submissions should file 
six copies thereof with the Secretary, Securities and Exchange 
Commission, 450 Fifth Street NW, Washington, DC 20549-0609. 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 inspection and copying in the Commission's 
Public Reference Room. Copies of such filing will also be available for 
inspection and copying at the principal office of the NYSE. All 
submissions should refer to SR-NYSE-2001-48 and should be submitted by 
January 2, 2002.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Jonathan G. Katz,
Secretary.
[FR Doc. 01-30504 Filed 12-10-01; 8:45 am]
BILLING CODE 8010-01-M