[Federal Register Volume 70, Number 154 (Thursday, August 11, 2005)]
[Notices]
[Pages 46896-46897]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-4350]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-52216; File No. SR-Amex-2005-024]


Self-Regulatory Organizations; American Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto to 
Establish a Process for the Waiver, Deferral, or Rebate of Listing Fees 
for Certain Closed-End Funds

August 5, 2005.
    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 February 17, 2005, the American Stock Exchange LLC (``Amex'' 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 Exchange. On July 
27, 2005, the Exchange filed Amendment No. 1 to the proposed rule 
change.\3\ 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, the Exchange made non-substantive 
changes to the text of the proposed rule change.
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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 Section 140 of the Amex Company Guide to 
provide a process for the waiver, deferral, or rebate of listing fees 
for certain closed-end funds. The text of the proposed rule change is 
available on the Amex's Web site, http://www.amex.com, at the Amex's 
principal office, 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 Amex included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposal. The text of these 
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 aspects 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 is proposing to amend section 140 of the Amex Company 
Guide to provide that the Amex Board of Governors or its designee may, 
in its discretion, waive, defer, or rebate all or any part of the 
initial listing fee applicable to a closed-end fund that transfers to 
the Amex from another marketplace. The Exchange currently has the 
authority to waive, defer, or rebate initial listing fees applicable to 
stocks, bonds, and warrants.\4\ To enable the Amex to respond to 
specific competitive situations, the Exchange believes it is 
appropriate to provide the authority to waive, defer, or rebate all or 
any part of the listing fees applicable to closed-end funds that 
transfer to the Amex from another marketplace. Such authority could be 
exercised only by the Amex Board of Governors or its designee. At its 
November 17, 2004, meeting, the Amex Board of Governors delegated 
authority to a staff committee, as its designee, to determine whether 
to grant the listing fee waiver, deferral, or rebate. The committee is 
comprised of management representatives from the Office of the Chairman 
and the ETF Marketplace, Finance and Listing Qualifications 
Departments.\5\ In addition, an attorney from the Office of the General 
Counsel would provide legal counsel to the committee. It is 
contemplated that fee reductions would be granted only infrequently to 
attract an important listing that is likely to generate significant 
transaction fee revenue. The committee composition is intended to 
ensure that fee reduction requests receive an appropriate degree of 
scrutiny and are granted only under circumstances in which a reduction 
is warranted for competitive reasons. The waiver, deferral, or rebate 
of closed-end fund listing fees would not impact the Exchange's 
resource commitment to regulatory oversight of the listing or other 
regulatory programs.\6\
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    \4\ See Securities Exchange Act Release No. 50270 (August 26, 
2004), 69 FR 53750 (September 2, 2004) (SR-Amex-2004-70).
    \5\ An affirmative vote of a majority of the committee members 
attending a particular meeting (subject to a three person quorum 
requirement) would be necessary for waivers, deferrals, or rebates.
    \6\ The Amex believes that if it determines to waive, defer, or 
rebate listing fees in a comprehensive and/or recurring manner that 
would constitute a stated policy, practice, or interpretation of an 
existing rule, the Amex would file an additional rule change 
pursuant to Rule 19b-4(f)(1) with respect such policy practice or 
interpretation.

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[[Page 46897]]

2. Statutory Basis
    The Amex believes that the proposed rule change is consistent with 
section 6(b) of the Act \7\ in general and furthers the objectives of 
section 6(b)(5) \8\ in particular, in that it is designed to prevent 
fraudulent and manipulative acts and practices and to promote just and 
equitable principles of trade.
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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Amex believes that the proposed rule change would impose no 
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 did not solicit or receive any written comments with 
respect to the proposal.

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 Exchange consents, the Commission will:
    A. By order approve such proposed rule change, or
    B. Institute proceedings to determine whether the proposed rule 
change 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. 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 e-mail to [email protected]. Please include 
File Number SR-Amex-2005-024 on the subject line.

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-9303.
    All submissions should refer to File Number SR-Amex-2005-024. This 
file number should be included on the subject line if e-mail 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 Web site (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 inspection 
and copying in the Commission's Public Reference Room. Copies of such 
filing also will be available for inspection and copying at the 
principal office of the Exchange. All comments received will be posted 
without change; the Commission does not edit personal identifying 
information from submissions. You should submit only information that 
you wish to make available publicly. All submissions should refer to 
File Number SR-Amex-2005-024 and should be submitted on or before 
September 1, 2005.

    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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J. Lynn Taylor,
Assistant Secretary.
[FR Doc. E5-4350 Filed 8-10-05; 8:45 am]
BILLING CODE 8010-01-P