04-5051. Self-Regulatory Organizations; Order Granting Approval to Proposed Rule Change by the American Stock Exchange LLC Relating to Listing and Delisting Appeal Hearing Fees

March 1, 2004.

On December 12, 2003, the American Stock Exchange LLC (“Amex” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),^[1] and Rule 19b-4 thereunder,^[2] a proposed rule change to amend Sections 1203, 1204 and 1205 of the Amex Company Guide to increase the fees applicable to issuers requesting review of a determination to limit or prohibit the initial or continued listing of their securities. The proposed rule change was published for comment in the Federal Register on January 29, 2004.^[3] The Commission received no comments on the proposed rule change. This order approves the proposed rule change.

The Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange and, in particular, the requirements of Section 6 of the Act.^[4] Specifically, the Commission finds that the proposed rule change furthers the objectives of Section 6(b)(5) ^[5] in that the proposal 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.^[6] The Commission believes that the increase in appeal fees should address increasing costs to maintain overall revenue neutrality of the Exchange's hearing fee structure.

In addition, the Commission believes that requiring issuers to satisfy outstanding listing fees prior to obtaining review of a Listing Qualifications Staff decision is reasonable, and may help to promote orderly and efficient operation of the Exchange. The Commission also believes that clarifying Sections 1203 and 1204 of the Amex Company Guide to specify that issuers submit hearing requests to the Amex Office of General Counsel should improve administrative efficiency, consistent with Section 6 of the Act.

It is therefore ordered, pursuant to Section 19(b)(2) of the Act,^[7] that the proposed rule change (SR-Amex-2003-111) be, and hereby is, approved.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[8]

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  15 U.S.C. 78s(b)(1).

2.  17 CFR 240.19b-4.

3.  See Securities Exchange Act Release No. 49116 (January 22, 2004), 69 FR 4334.

4.  15 U.S.C. 78f.

5.  15 U.S.C. 78f(b)(5).

6.  In approving this proposed rule change, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f).

7.  15 U.S.C. 78s(b)(2).

8.  17 CFR 200.30-3(a)(12).