03-20380. Self-Regulatory Organizations; Order Approving Proposed Rule Change and Amendment Nos. 1 and 2 Thereto by the American Stock Exchange LLC Relating to Listing Fees for Closed-End Funds

August 1, 2003.

On May 2, 2003, the American Stock Exchange LLC (“Amex”) submitted to 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 Sections 140 and 141 of the Amex Company Guide which would codify the practice of charging original listing and annual fees to closed-end funds listed under Section 101 of the Amex Company Guide. On June 10, 2003, the Amex filed Amendment No. 1 to the proposed rule change.^[3] On June 16, 2003, the Amex filed Amendment No. 2 to the proposed rule change.^[4] The proposed rule change, as amended, was published for comment in the Federal Register on June 27, 2003.^[5] The Commission received no comments on the proposal.

The Amex believes that the proposed rule change, as amended, codifies the existing fees that it assesses to closed-end fund issuers.^[6] The Commission believes that the proposed rule change, as amended, should enhance the transparency of the fees that the Amex charges to closed-end fund issuers.

The Commission finds that the proposed rule change, as amended, 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 ^[7] and the rules and regulations thereunder.^[8] The Commission finds that the rule change, as amended, is consistent with Section 6(b)(4) of the Act,^[9] which requires that the rules of the Amex provide for the equitable allocation of reasonable dues, fees, and other charges among its issuers.

It is therefore ordered, pursuant to Section 19(b)(2) of the Act,^[10] that the proposed rule change, as amended (File No. SR-AMEX-2003-41) be, and it hereby is, approved.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[11]

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  15 U.S.C. 78s(b)(1).

2.  17 CFR 240.19b-4.

3.  In Amendment No. 1, which replaced the original filing in its entirety, the Amex amended Section 146 of the Amex Company Guide to eliminate a reference to the multiple listing of closed-end funds by a single sponsor as an example of a situation where the Amex could reduce or waive listing fees when it deems that such action is appropriate to achieve an equitable result. See letter from Geraldine Brindisi, Vice President and Corporate Secretary, Amex to Nancy J. Sanow, Assistant Director, Division of Market Regulation, Commission, dated June 9, 2003.

4.  In Amendment No. 2, the Amex amended Section 141 of the Amex Company Guide to clarify that the Amex will base its annual fee for closed-end funds on the number of shares outstanding at the end of the calendar year. See letter from Michael Cavalier, Associate General Counsel, Amex to Nancy J. Sanow, Assistant Director, Division of Market Regulation, Commission, dated June 13, 2003.

5.  Securities Exchange Act Release No. 48074 (June 23, 2003), 68 FR 38413.

6.  Telephone conversation between Michael Cavalier, Associate General Counsel, Amex, and Tim Fox, Attorney, Division of Market Regulation, Commission, on May 15, 2003.

7.  15 U.S.C. 78f.

8.  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).

9.  15 U.S.C. 78f(b)(5).

10.  15 U.S.C. 78s(b)(2).

11.  17 CFR 200.30-3(a)(12).