[Federal Register Volume 68, Number 124 (Friday, June 27, 2003)]
[Notices]
[Pages 38413-38414]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-16337]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-48074; File No. SR-Amex-2003-41]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change and Amendment Nos. 1 and 2 Thereto by the American Stock 
Exchange LLC Relating To Listing Fees for Closed-End Funds

June 23, 2003.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on May 2, 2003, the American Stock Exchange LLC (``Amex'') filed with 
the Securities and Exchange Commission (``Commission'') the proposed 
rule change as described in Items I, II, and III below, which the Amex 
has prepared. On June 10, 2003, the Amex filed Amendment No. 1 to the 
proposed rule change.\3\ On June 16, 2003, the Amex filed Amendment No. 
2 to the proposed rule change.\4\ The Commission is publishing this 
notice to solicit comments on the proposed rule change, as amended, 
from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ In Amendment No. 1, which replaced the original filing in 
its entirety, the Amex amended Section 146 of the Amex Company Guide 
to eliminate a reference to the multiple listing of closed-end funds 
by a single sponsor as an example of a situation where the Amex 
could reduce or waive listing fees when it deems that such action is 
appropriate to achieve an equitable result. See letter from 
Geraldine Brindisi, Vice President and Corporate Secretary, Amex to 
Nancy J. Sanow, Assistant Director, Division of Market Regulation, 
Commission, dated June 9, 2003.
    \4\ In Amendment No. 2, the Amex amended Section 141 of the Amex 
Company Guide to clarify that the Amex will base its annual fee for 
closed-end funds on the number of shares outstanding at the end of 
the calendar year. See letter from Michael Cavalier, Associate 
General Counsel, Amex to Nancy J. Sanow, Assistant Director, 
Division of Market Regulation, Commission, dated June 13, 2003.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Amex proposes to amend Sections 140 and 141 of the Amex Company 
Guide to set forth original listing and annual fees applicable to 
closed-end funds.
    The text of the proposed rule change is below. Proposed new 
language is in italics; proposed deletions are in brackets.

Amex Company Guide

Section 140, Original Listing Fees
Stock Issues
    (No change to schedule.)
Issues Listed Under Sec.  106 (Currency and Index Warrants) and Sec.  
107 (Other Securities)
    (No change to schedule.)
Warrants
    (No change.)
Bonds
    (No change.)
    Index Fund Shares [and], Trust Issued Receipts and Closed-End 
Funds--The original listing fee for Index Fund Shares listed under Rule 
1000A, [and] Trust Issued Receipts listed under Rule 1200 and Closed-
End Funds listed under Section 101 of the Company Guide is $5,000 for 
each series or Fund, with no application processing fee.
* * * * *
Section 141, Annual Fees
    Stock Issues; [and] Issues Listed Under Sec.  106 and 107 and Rule 
1200 (Trust Issued Receipts); and Closed-End Funds.
    (No change to schedule.)
Issues Listed Under Rule 1000A (Index Fund Shares)
    (No change to schedule.)
    The annual fee is payable in January of each year and is based on 
the total number of all classes of shares (excluding treasury shares) 
and warrants according to information available on Exchange records as 
of December 31 of the preceding year. (The above fee schedule also 
applies to companies whose securities are admitted to unlisted trading 
privileges.)
    In the calendar year in which a company first lists, the annual fee 
will be prorated to reflect only that portion of the year during which 
the security has been admitted to dealings and will be payable within 
30 days of the date the company receives the invoice, based on the 
total number of outstanding shares of all classes of stock at the time 
of original listing.
    The annual fee for issues listed under Rule 1000A (Index Fund 
Shares) and Rule 1200 (Trust Issued Receipts) is based upon the number 
of shares of a series of Index Fund Shares or Trust Issued Receipts 
outstanding at the end of each calendar year. For multiple series of 
Index Fund Shares issued by an open-end management investment company, 
or for multiple series of Trust Issued Receipts, the annual listing fee 
is based on the aggregate number of shares in all series outstanding at 
the end of each calendar year.
    The annual fee for a Closed-End Fund listed under Section 101 of 
the Company Guide is based upon the number of shares outstanding of 
such Fund at the end of each calendar year. For multiple Closed-End 
Funds of the same sponsor, the annual listing fee is based on the 
aggregate number of shares outstanding of all such Funds at the end of 
each calendar year.
* * * * *
Section 146, Adjustment to Fees
    The Exchange, in its discretion, may reduce or waive the listing 
fees imposed pursuant to the above provisions under certain 
circumstances where deemed

[[Page 38414]]

appropriate to achieve an equitable result, such as [the multiple 
listing of closed-end funds by a single sponsor,] spin-offs of 
enterprises to existing shareholders of a listed company or other 
similar situations.

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 Amex included statements 
concerning the purpose of, and basis for, the proposed rule change, as 
amended, and discussed any comments it received on the proposed rule 
change. The text of these statements may be examined at the places 
specified in Item IV below. The Amex has prepared summaries, set forth 
in Sections A, B, and C below, of the most significant aspects of such 
statements.

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

1. Purpose
    The Amex proposes to amend Section 140 (Original Listing Fees) and 
Section 141 (Annual Fees) of the Amex Company Guide to specify the 
initial and annual fees applicable to closed-end funds, which are 
listed under Section 101 of the Company Guide.
    The Amex proposes that the initial listing fee for closed-end funds 
under Section 140 of the Amex Company Guide will be the same as for 
Index Fund Shares and Trust Issued Receipts ($5,000 for each fund 
without the application processing fee of $5,000 that is applied to 
certain issuers).
    The Amex proposes to amend Section 141 of the Amex Company Guide so 
that the annual fee for closed-end funds would range from $15,000 to 
$30,000 based on the number of shares outstanding, and would be the 
same as the annual fee applicable to stock issues, Trust Issued 
Receipts, and issues listed under Sections 106 (Index and Currency 
Warrants) and 107 (Other Securities) of the Company Guide.
    As with annual fees applicable to Index Fund Shares and Trust 
Issued Receipts, the Amex believes it is appropriate, for the purpose 
of calculating the annual fee, to aggregate the number of shares 
outstanding for all closed-end funds of the same fund sponsor listed on 
the Amex as of calendar year end.
    The Amex is also proposing to amend Section 146 of the Company 
Guide, which includes multiple listing of closed-end funds by a single 
sponsor as an example of a situation where the Amex, in its discretion, 
may reduce or waive listing fees under certain circumstances where 
deemed appropriate to achieve an equitable result. The proposed 
amendment to Section 141 of the Amex Company Guide would render 
unnecessary the reference to multiple closed-end funds in Section 146 
of the Amex Company Guide. Accordingly, the Amex proposes to delete the 
reference.
2. Statutory Basis
    The Amex believes that the proposed rule change, as amended, is 
consistent with Section 6(b) of the Act,\5\ in general, and further the 
objectives of Section 6(b)(5),\6\ in particular, because it is designed 
to prevent fraudulent and manipulative acts and practices, to promote 
just and equitable principles of trade, to foster cooperation and 
coordination with persons engaged in facilitating transactions in 
securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system, 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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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Amex does not believe that the proposed rule change, as 
amended, will impose any burden on competition.

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

    The Amex neither solicited nor received written comments on the 
proposed rule change, as amended.

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

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding, or (ii) as to 
which the Amex consents, the Commission will:
    (A) By order approve such proposed rule change, as amended; or
    (B) institute proceedings to determine whether the proposed rule 
change, as amended, should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. 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 filings will also be 
available for inspection and copying at the principal office of the 
Amex. All submissions should refer to File No. SR-Amex-2003-41 and 
should be submitted by July 18, 2003.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\7\
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    \7\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-16337 Filed 6-26-03; 8:45 am]
BILLING CODE 8010-01-P