

[Federal Register: November 27, 2007 (Volume 72, Number 227)]
[Notices]               
[Page 66203-66205]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr27no07-121]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56809; File No. SR-Amex-2007-116]

 
Self-Regulatory Organizations; American Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change, as Modified by Amendment Nos. 
1 and 2 Thereto, To Harmonize the Annual Listing Fees for All Exchange 
Traded Funds

November 16, 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 October 29, 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, II, 
and III below, which Items have been substantially prepared by Amex. On 
November 9, 2007, the Exchange filed Amendment No. 1 to the proposed 
rule change.\3\ On November 16, 2007, the Exchange filed Amendment No. 
2 to the proposal.\4\ The Commission is publishing this notice to 
solicit comments on the proposed rule change, as modified by Amendment 
Nos. 1 and 2, from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Amendment No. 1 made clarifying changes to the purpose 
section of the original filing and revised the proposed annual 
listing fee schedule.
    \4\ Amendment No. 2 made an additional clarifying change to the 
proposed annual listing fee schedule. Specifically, all references 
to a ``maximum'' or ``minimum'' identified as a parenthetical in the 
``Stock Issues'' and ``Issues Listed Under Section 106 and Section 
107; Rule 1000A (Index Fund Shares); Rule 1200 (Trust Issued 
Receipts); Rule 1200A (Commodity Based Trust Shares); Rule 1200B 
(Currency Trust Shares); Rule 1400 (Paired Trust Shares); Rule 1500 
(Partnership Units); and Closed-End Funds'' Annual Fee Tables in the 
Company Guide are to be removed.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to revise the annual listing fees for index 
fund shares, trust-issued receipts, commodity-based trust shares, 
currency trust shares, paired trust shares, partnership units, and 
closed-end funds (collectively, ``Exchange Traded Funds'' or ``ETFs'') 
set forth in section 141 of the Amex Company Guide. The text of the 
proposed rule change is available at http://www.amex.com, the 

Exchange's principal, and 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 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
    Amex proposes to amend section 141 of the Company Guide to adopt a 
single annual fee schedule for all ETFs. The proposed annual listing 
fee schedule is largely based on the existing annual listing fee 
schedule for index and currency warrants, equity- and index-linked 
securities, trust-issued receipts, commodity-based trust shares, 
currency trust shares, paired trust shares, partnership units, and 
closed-end funds. The current annual listing fees are shown in the 
table below.

[[Page 66204]]



   Issues Listed Under Section 106 and Section 107; Rules 1200 (Trust
  Issued Receipts) and 1200A (Commodity-Based Trust Shares); Rule 1200B
   (Currency Trust Shares); Rule 1400 (Paired Trust Shares); Rule 1500
                (Partnership Units); and Closed-End Funds
------------------------------------------------------------------------
     Shares or units outstanding                      Fee
------------------------------------------------------------------------
5,000,000 shares (units) or less....  $15,000 (minimum).
5,000,001 to 10,000,000 shares        17,500.
 (units).
10,000,001 to 25,000,000 shares       20,000.
 (units).
25,000,001 to 50,000,000 shares       22,500.
 (units).
In excess of 50,000,000 shares        30,000 (maximum).
 (units).
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           Issues Listed Under Rule 1000A (Index Fund Shares)
------------------------------------------------------------------------
         Shares outstanding                           Fee
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1,000,000 shares or less............  $6,500 (minimum).
1,000,001 to 2,000,000 shares.......  7,000.
2,000,001 to 3,000,000 shares.......  7,500.
3,000,001 to 4,000,000 shares.......  8,000.
4,000,001 to 5,000,000 shares.......  8,500.
5,000,001 to 6,000,000 shares.......  9,000.
6,000,001 to 7,000,000 shares.......  9,500.
7,000,001 to 8,000,000 shares.......  10,000.
8,000,001 to 9,000,000 shares.......  10,500.
9,000,001 to 10,000,000 shares......  11,000.
10,000,001 to 11,000,000 shares.....  11,500.
11,000,001 to 12,000,000 shares.....  12,000.
12,000,001 to 13,000,000 shares.....  12,500.
13,000,001 to 14,000,000 shares.....  13,000.
14,000,001 to 15,000,000 shares.....  13,500.
15,000,001 to 16,000,000 shares.....  14,000.
In excess of 16,000,000 shares......  14,500 (maximum).
------------------------------------------------------------------------

    The annual listing fees for index fund shares are based on a 
sliding schedule based on the number of outstanding shares, with a 
minimum fee of $6,500 and a maximum of $14,500. In comparison, the 
other ETFs have an annual listing fee schedule based on the number of 
outstanding shares or units with a minimum fee of $15,000 and a maximum 
fee of $30,000. This proposal would conform the annual listing fees for 
index fund shares with those of other ETFs and add an additional 
demarcation for outstanding shares or units of over 100 million, so 
that the maximum annual listing fee would increase to $50,000.
    Set forth below is the proposed annual listing fee schedule for all 
ETFs.

   Securities Listed Under Section 106 and Section 107 of the Company
   Guide; Rule 1000A-AEMI (Index Fund Shares); 1200-AEMI (Trust Issued
 Receipts); Rule 1200A-AEMI (Commodity-Based Trust Shares); Rule 1200B-
AEMI (Currency Trust Shares); Rule 1400 (Paired Trust Shares); Rule 1500-
             AEMI (Partnership Units); and Closed-End Funds
------------------------------------------------------------------------
                Shares or units outstanding                      Fee
------------------------------------------------------------------------
5,000,000 shares (units) or less...........................      $15,000
5,000,001 to 10,000,000 shares (units).....................       17,500
10,000,001 to 25,000,000 shares (units)....................       20,000
25,000,001 to 50,000,000 shares (units)....................       22,500
50,000,001 to 100,000,000 shares (units)...................       30,000
100,000,001 shares (units) or greater......................       50,000
------------------------------------------------------------------------

    Each series of the securities listed as index fund shares, trust-
issued receipts, commodity-based trust shares, currency trust shares, 
paired trust shares, partnership units, or closed-end funds would be 
separately aggregated. The annual listing fee would then be applied to 
all of the outstanding securities of a particular issuer for each 
appropriate product class. Securities listed under Sections 106 and 107 
of the Company Guide would be charged listing fees based on the shares 
outstanding of each individual issue.
    The Exchange believes that the proposed revision to the annual 
listing fee schedule for ETFs would benefit the marketplace by 
providing uniformity to its annual fee structure for similarly situated 
products. In addition, the Exchange believes that slightly increasing 
the annual listing fees for index fund shares should provide additional 
incremental revenue to fund Exchange operations.
    The Exchange submits that the proposal to revise the annual listing 
fees for ETFs in section 141 of the Company Guide is consistent with 
section 6(b)(4) of the Act.\5\ The Exchange believes that the proposal 
provides an equitable allocation of annual listing fees among issuers 
of ETFs. The Exchange further

[[Page 66205]]

submits that the proposal to simplify and slightly increase annual 
listing fees for similarly situated derivative products is appropriate 
for the purpose of uniformity and to generate revenue to fund Exchange 
operations.
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    \5\ 15 U.S.C. 78f(b)(4).
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2. Statutory Basis
    The proposed rule change is consistent with section 6(b) of the Act 
\6\ in general, and furthers the objectives of sections 6(b)(4) of the 
Act \7\ in particular, in that the proposed rule change provides for 
the equitable allocation of reasonable dues, fees, and other charges 
among members and issuers and other persons using the Exchange's 
facilities.
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    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(4).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The proposed rule change does not 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 solicited nor received with respect to the 
proposed rule change.

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 rule-comments@sec.gov. Please include 

File Number SR-Amex-2007-116 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-2007-116. 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 such filings 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-2007-116 and should be 
submitted on or before December 17, 2007.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\8\
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    \8\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-22974 Filed 11-26-07; 8:45 am]

BILLING CODE 8011-01-P
