

[Federal Register: May 11, 2006 (Volume 71, Number 91)]
[Notices]               
[Page 27525-27526]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr11my06-119]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53750; File No. SR-Amex-2006-33]

 
Self-Regulatory Organizations; American Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
and Amendment No. 1 Thereto Relating to Section 141 of the Company 
Guide

 May 2, 2006.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on April 11, 2006, the American Stock Exchange LLC (``Amex'' or 
``Exchange'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the Exchange. The Exchange 
filed this proposal as a ``non-controversial'' proposed rule change 
pursuant to Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-
4(f)(6) thereunder,\4\ which renders the proposed rule change effective 
upon filing with the Commission.\5\ On April 12, 2006, Nasdaq filed 
Amendment No. 1 to the proposed rule change.\6\ 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\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
    \5\ The Exchange requested the Commission to waive the five-day 
pre-filing notice requirement and the 30-day operative delay, as 
specified in Rule 19b-4(f)(6)(iii). 17 CFR 240.19b-4(f)(6)(iii).
    \6\ In Amendment No. 1, Nasdaq made minor revisions to Section 
141 of the Amex Company Guide to reflect changes to set forth in 
File No. SR-Amex-2005-124. Securities Exchange Act Release No. 53430 
(March 7, 2006), 71 FR 12744 (March 13, 2006).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to correct Section 141 of the Amex Company 
Guide so that annual fees in connection with Closed-End Fund issuers 
may not be deferred, waived, or rebated (in all or part).
    The text of the proposed rule change is available on the Amex's Web 
site at http://www.amex.comCRS & , at the principal office of the Amex, 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 Exchange 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
    According to the Exchange, the purpose of the proposal is to 
correct Section 141 of the Amex Company Guide to properly reflect the 
fact that annual fees (in all or part) for Closed-End Funds may not be 
deferred, waived, or rebated in the discretion of the Board. As a 
result, Section 141 will now provide that the Board of Governors of the 
Exchange or its designee may, in its discretion, defer, waive, or 
rebate all or any part of the applicable annual listing fee for stock 
issues.
    The Exchange previously adopted in File No. SR-Amex-2004-70 \7\ the 
ability of the Board of Governors or its designee, in its discretion, 
to defer, waive, or rebate all or any part of the applicable annual 
listing fees, except in the case of issues listed under Sections 106 
and 107 of the Amex Company Guide and Rule 1200 (Trust Issued 
Receipts); and Closed-End Funds. As part of an amendment to File No. 
SR-Amex-005-127, the Exchange inadvertently omitted Closed-End Funds 
from the class of issuers whose annual fees cannot be deferred, waived, 
or rebated. Accordingly, in this rule filing, the Exchange seeks to 
correct this error so that only stock issues may, in the discretion of 
the Board of Governors, be deferred, waived, or rebated.
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    \7\ See Securities Exchange Act Release No. 50270 (August 26, 
2004), 69 FR 53750 (September 2, 2004).
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2. Statutory Basis
    The Exchange believes that the proposed rule change, as amended, is 
consistent with Section 6(b) \8\ of the Act in general and furthers the 
objectives of Section 6(b)(5) \9\ in particular in that it is designed 
to prevent fraudulent and manipulative acts and practices, promote just 
and equitable principles of trade, remove impediments to and perfect 
the mechanisms of a free and open market and a national market system, 
and, in general, protect investors and the public interest.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

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

    No written comments were solicited or received with respect to the 
proposed rule change, as amended.

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

    The foregoing proposed rule change, as amended, has become 
effective pursuant to Section 19(b)(3)(A) of the Act \10\ and Rule 19b-
4(f)(6) thereunder \11\ because the proposed rule change: (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 from the date of filing, 
or such shorter time as the Commission may designate if consistent with 
the protection of investors and the public interest pursuant to Section 
19(b)(3)(A) of the Act \12\ and Rule 19b-4(f)(6) \13\ thereunder.
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    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 17 CFR 240.19b-4(f)(6).
    \12\ 15 U.S.C. 78s(b)(3)(A).
    \13\ 17 CFR 240.19b-4(f)(6).
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    The Exchange has requested that the Commission waive the five-day 
pre-filing notice requirement and the 30-day

[[Page 27526]]

operative delay.\14\ The Commission is exercising its authority to 
waive the five-day pre-filing notice requirement and believes that the 
waiver of the 30-day operative delay is consistent with the protection 
of investors and the public interest. Acceleration of the operative 
delay allows Amex to correct what it represents was an inadvertent 
omission, in an earlier filing, of Closed-End Funds from the class of 
issuers whose annual fees cannot be deferred, waived, or rebated. This 
correction will clarify that only stock issues may, in the discretion 
of the Board of Governors, be deferred, waived, or rebated. For these 
reasons, the Commission designates the proposal to be effective and 
operative upon filing with the Commission.\15\
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    \14\ 17 CFR 240.19b-4(f)(6)(iii).
    \15\ For the purposes only of waiving the operative date of this 
proposal, the Commission has considered the proposed rule's impact 
on efficiency, competition, and capital formation. 15 U.S.C. 78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change the Commission may summarily abrogate 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 the furtherance of the purposes of the Act.\16\
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    \16\ For purposes of calculating the 60-day period within which 
the Commission may summarily abrogate the proposed rule change, as 
amended, under Section 19(b)(3)(C) of the Act, the Commission 
considers the period to commence on April 12, 2006, the date on 
which the Exchange submitted Amendment No. 1. See 15 U.S.C. 
78s(b)(3)(C).
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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 proposed rule 
change, as amended, 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 rule-comments@sec.gov. Please include 

File Number SR-Amex-2006-33 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-Amex-2006-33. 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 Section, 100 F Street, 
NE., Washington, DC 20549-1090. Copies of such filing also will be 
available for inspection and copying at the principal office of the 
Amex. 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-2006-33 and should be submitted on or before June 1, 2006.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\17\
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    \17\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary.
 [FR Doc. E6-7219 Filed 5-10-06; 8:45 am]

BILLING CODE 8010-01-P
