
[Federal Register: August 31, 2007 (Volume 72, Number 169)]
[Notice]               
[Page 50420-50421]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr31au07-148]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56322; File No. SR-Amex-2007-59]

 
Self-Regulatory Organizations; American Stock Exchange, LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Establish a Process for the Waiver, Deferral, or Rebate of Initial 
Listing Fees for Certain Securities That Transfer From Another National 
Securities Exchange

August 27, 2007.
    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 August 10, 2007, 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 and 
II below, which Items have been substantially prepared by the Amex. The 
Exchange has designated this proposal as a ``non-controversial'' 
proposed rule change under Section 19(b)(3)(A) of the Act \3\ and Rule 
19b-4(f)(6) thereunder,\4\ which renders the proposal effective upon 
filing with the Commission. 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\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6).
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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 Section 140 of the Amex Company 
Guide (the ``Company Guide'') to provide a process for the deferral, 
waiver, or rebate of all or any part of the initial listing fee 
applicable to index fund shares, trust-issued receipts, commodity-based 
trust shares, currency trust shares, paired trust shares, and 
partnership units that transfer to the Amex.
    The text of the proposed rule change is available at Amex, the 
Commission's Public Reference Room, and http://www.amex.com.

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 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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Section 140 of the Company Guide currently provides that index fund 
shares (defined as securities listed under Amex Rule 1000A-AEMI), 
trust-issued receipts (defined as securities listed under Amex Rule 
1200-AEMI), commodity-based trust shares (defined as securities listed 
under Amex Rule 1200A-AEMI), currency trust shares (defined as 
securities listed under Amex Rule 1200B-AEMI), paired trust shares 
(defined as securities listed under Amex Rule 1400), and partnership 
units (defined as securities listed under Amex Rule 1500-AEMI) \5\ 
initially listed on the Amex are subject to a $5,000 initial listing 
fee for each series. The Securities are not subject to the initial 
listing application processing fee. The Exchange is proposing to amend 
Section 140 of the Company Guide to provide that the Board of Governors 
of the Exchange (the ``Board'') or its designee may, in its discretion, 
defer, waive, or rebate all or any part of the $5,000 initial listing 
fee applicable to Securities that transfer from another marketplace to 
the Amex (i.e., the issue becomes listed on Amex and ceases to be 
listed on the other exchange).
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    \5\ Index fund shares, trust-issued receipts, commodity-based 
trust shares, currency trust shares, paired trust shares, and 
partnership units are collectively referred to in this filing as the 
``Securities.''
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    The Board or its designee currently has the authority to defer, 
waive, or rebate all or any part of the initial listing fees applicable 
to stocks, bonds, and warrants \6\ and to closed-end funds that 
transfer to the Amex from another marketplace.\7\ The Exchange believes 
that the extension of such authority to Securities that transfer to the 
Amex will enable the Exchange to respond to specific competitive 
situations. This is particularly important given the fee waivers 
currently offered by other markets to transferring issuers. For 
example, the New York Stock Exchange (``NYSE'') recently amended its 
Listed Company Manual to remove initial listing fees payable in 
connection with transfers of any equity security, structured product, 
or closed-end management investment company listed on another 
exchange.\8\ Similarly, the Nasdaq Stock Market (``NASDAQ'') has waived 
initial listing fees with respect to any security being transferred 
from another exchange.\9 \
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    \6\ See Securities Exchange Act Release No. 50270 (August 26, 
2004), 69 FR 53750 (September 2, 2004) (SR-Amex-2004-70).
    \7\ See Securities Act Release No. 52408 (September 12, 2005), 
70 FR 54971 (September 19, 2005) (SR-Amex-2005-024).
    \8\ See Securities Exchange Act Release No. 55314 (February 20, 
2007), 72 FR 8823 (February 27, 2007) (SR-NYSE-2007-17).
    \9\ See Securities Exchange Act Release No. 51004 (January 10, 
2005), 70 FR 2917 (January 18, 2005) (SR-NASD-2004-140).
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    The proposed authority to defer, waive, or rebate the $5,000 
initial listing fee applicable to transferring Securities could be 
exercised only by the Board or its designee. The Board has delegated 
this authority to a staff committee which presently has the authority 
to defer, waive, or rebate initial listing fees for transferring 
closed-end funds.\10\ The committee is comprised of management 
representatives from the Office of the Chairman and the ETF 
Marketplace, Finance, and Listing Qualifications Departments.\11\ The 
committee composition is intended to ensure that fee deferral, waiver, 
and rebate requests receive an appropriate degree of scrutiny and are 
only granted under circumstances in which a reduction is warranted for 
competitive reasons. While the Exchange expects that the potential 
deferral, waiver, or rebate of the initial listing fee applicable to 
Securities will be attractive to issuers considering listing on the 
Exchange, it is contemplated that such deferrals, waivers, or rebates 
would be granted only infrequently to attract an important listing that 
is likely to generate

[[Page 50421]]

significant transaction fee revenue.\12\ The proposed rule change will 
not affect the Exchange's commitment of resources to its regulatory 
oversight of the listing process or other regulatory programs. 
Specifically, issuers of Securities that benefit from any deferral, 
waiver, or rebate will be reviewed for compliance with Exchange listing 
standards in the same manner as any other issuer that applies to be 
listed on the Exchange.
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    \10\ See supra, note 7.
    \11\ 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 deferrals, waivers, or rebates.
    \12\ If the committee determines to defer, waive, 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 Exchange would file an additional rule change 
pursuant to Rule 19b-4(f)(1) with respect such policy, practice, or 
interpretation.
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2. Statutory Basis
    The Exchange believes that its proposed rule change is consistent 
with Section 6(b) of the Act \13\ in general, and furthers the 
objectives of Section 6(b)(4) of the Act \14\ in particular, in that it 
will 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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    \13\ 15 U.S.C. 78f(b).
    \14\ 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

    No written comments were either solicited or received by the 
Exchange.

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

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A) of the Act \15\ and Rule 19b-4(f)(6) thereunder.\16\ 
Because the Exchange has designated the foregoing proposed rule as one 
that: (i) Does not significantly affect the protection of investors or 
the public interest; (ii) does not impose any significant burden on 
competition; and (iii) does not become operative for 30 days from the 
date on which it was filed, or such shorter time as the Commission may 
designate if consistent with the protection of investors and the public 
interest, the proposed rule change has become effective pursuant to 
Section 19(b)(3)(A) of the Act and Rule 19b-4(f)(6)(iii) thereunder.\17 
\
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    \15\ 15 U.S.C. 78s(b)(3)(A).
    \16\ 17 CFR 240.19b-4(f)(6).
    \17\ The Exchange provided written notice to the Commission of 
its intent to file the proposed rule change, along with a brief 
description and text of the proposed rule change, at least five 
business days prior to the date of filing, as is required by Rule 
19b-4(f)(6)(iii).
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    The Exchange has requested that the Commission waive the 30-day 
operative delay. The Commission believes that doing so is consistent 
with the protection of investors and the public interest because the 
proposal does not raise any novel regulatory issues. The proposed rule 
is substantially similar to provisions in Nasdaq Rules 4510(a) and 
4520(a) and Section 902.02 of the NYSE Listed Company Manual.\18\ For 
these reasons, the Commission designates the proposal to be operative 
upon filing with the Commission.\19\
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    \18\ See supra, notes 8-9.
    \19\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 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 furtherance of the purposes of the Act.

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 rule-comments@sec.gov. Please include 
File Number SR-Amex-2007-59 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-2007-59. 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, 100 F Street, 
NE., Washington, DC 20549, on official business days between the hours 
of 10 a.m. and 3 p.m. Copies of the 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-2007-59 and should be 
submitted on or before September 21, 2007.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\20\
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    \20\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary.
[FR Doc. E7-17272 Filed 8-30-07; 8:45 am]

BILLING CODE 8010-01-P
