Self-Regulatory Organizations; American Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to an Interpretation of Exchange Rule 577 and Section 723 of the Amex Company Guide, 69999-70001 [E5-6379]
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Federal Register / Vol. 70, No. 222 / Friday, November 18, 2005 / Notices
Subsequently, in 2004, the Exchange
adopted a monthly cap on fees charged
for all equity and index options
transactions by member firms including
transactions resulting from customer
facilitations.8 Pursuant to the monthly
cap, the transaction, comparison, and
floor brokerage fees charged to member
firms are capped at $75,000 per month
per member firm.9 The purpose of this
monthly cap was to provide an
incentive for member firms to transact
more volume on the floor of the
Exchange, which provides more trading
opportunities for floor members thus
increasing revenue potential for
specialists and registered options
traders.
Based on the implementation of the
monthly fee cap described above,
management now proposes to eliminate
the equity option transaction fee
discount for member firms facilitating
customer orders.10 Given that member
firm fees are currently capped at
$75,000 per month, an additional
incentive in the form of a discount for
these facilitation transactions is no
longer necessary. The elimination of the
fee discount also will allow the
Exchange to charge the same fee for all
types of transactions thereby
simplifying the fee schedule and
eliminating the need to identify
transactions resulting from the member
firm facilitation of customer orders.
2. Statutory Basis
The Amex believes the proposed rule
change is consistent with section 6(b) of
the Act,11 in general, and furthers the
objectives of section 6(b)(4) of the Act,12
in particular, in that it is designed to
provide for the equitable allocation of
reasonable dues, fees, and other charges
among its members and issuers and
other persons using its facilities. In
addition, the Amex believes that
eliminating the discount for transactions
resulting from the member firm
facilitation of customer orders in equity
options allows for a more consistent
8 See Securities Exchange Act Release No. 49217
(February 10, 2004), 69 FR 7828 (February 19, 2004)
(Notice of Filing and Immediate Effectiveness of
File No. SR–Amex–2004–10). The Exchange
clarified that the monthly cap on fees applies to all
equity and index options transactions. See
November 7, 2005 Telephone Conversation, supra
note 5.
9 The Exchange clarified that the monthly cap
applies to transaction, comparison, and floor
brokerage fees. See November 7, 2005 Telephone
Conversation, supra note 5.
10 The Exchange clarified that the option
transaction fee discount applies only to equity
options. See November 7, 2005 Telephone
Conversation, supra note 5.
11 15 U.S.C. 78f(b).
12 15 U.S.C. 78f(b)(4).
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15:21 Nov 17, 2005
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application of options transaction fees
to all types of orders.
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.
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.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change establishes
or changes a due, fee, or other charge
applicable only to a member imposed by
the Exchange,13 and, therefore, has
become effective pursuant to section
19(b)(3)(A)(ii) of the Act 14 and
subparagraph (f)(2) of Rule 19b–4
thereunder.15 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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
No. SR–Amex–2005–113 on the subject
line.
Paper Comments
• Send paper comments in triplicate
to Jonathan G. Katz, Secretary,
Securities and Exchange Commission,
Station Place, 100 F Street, NE.,
Washington, DC 20549–9303.
All submissions should refer to File No.
SR–Amex–2005–113. This file number
13 The Exchange clarified that the proposed rule
change would change a fee applicable only to a
member. See November 7, 2005 Telephone
Conversation, supra note 5.
14 15 U.S.C. 78s(b)(3)(A)(ii).
15 17 CFR 240.19b–4(f)(2).
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69999
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 (https://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. Copies of such filing will also 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 No.
SR–Amex–2005–113 and should be
submitted on or before December 9,
2005.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.16
Jonathan G. Katz,
Secretary.
[FR Doc. E5–6376 Filed 11–17–05; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–52765; File No. SR–Amex–
2005–102]
Self-Regulatory Organizations;
American Stock Exchange LLC; Notice
of Filing and Immediate Effectiveness
of Proposed Rule Change Relating to
an Interpretation of Exchange Rule 577
and Section 723 of the Amex Company
Guide
November 10, 2005.
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
12, 2005, the American Stock Exchange
LLC (‘‘Amex’’ or ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) the
16 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
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70000
Federal Register / Vol. 70, No. 222 / Friday, November 18, 2005 / Notices
proposed rule change as described in
Items I, II, and III below, which Items
have been prepared by the Exchange.
The Commission is publishing this
notice to solicit comments on the
proposed rule change from interested
persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend an
Exchange interpretation of Exchange
Rule 577 (Giving Proxies by Member
Organization) and Section 723 (Giving
Proxies by Member Organization) of the
Amex Company Guide.3
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 the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Amex Rule 577 provides that a
member organization may give a proxy
to vote shares registered in its name,
notwithstanding the failure of the
beneficial owner to instruct the firm
how to vote, provided, among other
things, that the proposal being voted on
does not involve a matter which ‘‘may
affect substantially the rights or
privileges of such stock.’’ 4 Commentary
.11 to Amex Rule 577 lists, by way of
example, 18 ‘‘non-routine’’ actions in
respect of which member organizations
may not vote uninstructed shares. In
addition to those 18 specific actions, the
Amex has interpreted Rule 577 to
preclude member organizations from
voting without instructions in certain
other situations, including those
involving any material amendment to an
investment advisory contract with an
3 The Commission notes that the proposed rule
change does not amend the text of Exchange Rule
577 and its Commentary or Section 723 of the Amex
Company Guide and its Commentary.
4 Section 723 of the Amex Company Guide is the
same as Amex Rule 577 and this proposed rule
interpretation will apply to both Section 723 of the
Amex Company Guide and Amex Rule 577.
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investment company. The New York
Stock Exchange (‘‘NYSE’’) Rule 452 is
virtually identical to Amex Rule 577
and has been similarly interpreted.
In the past, where the only change
being made to the substantive terms of
the investment advisory contract was a
change in the identity of the investment
adviser, both the Amex and the NYSE
interpreted their respective proxy voting
provisions to permit member
organizations to vote uninstructed
shares on the authorization of the new
investment company investment
advisory contract.5 A proposed rule
change filed by the NYSE of its
interpretation of its rule governing
proxies by member organizations on
votes relating to changes to investment
advisory contracts recently became
effective.6 Under the new interpretation,
any proposal to obtain shareholder
approval of an investment company’s
investment advisory contract with a
new investment adviser,7 which
approval is required by the Investment
Company Act of 1940, as amended
(‘‘1940 Act’’),8 and the rules thereunder,
will be deemed by NYSE to be a ‘‘matter
which may affect substantially the rights
or privileges of such stock’’ on which a
member organization may not give a
proxy to vote shares registered in its
name absent instruction from the
beneficial holder of the shares. This
policy means that where the 1940 Act
requires shareholder approval of an
investment advisory contract due to an
assignment of an investment company’s
investment advisory contract (including
an assignment caused by a change in
control of the investment adviser that is
a party to the assigned contract), a
member organization may not give a
proxy to vote shares registered in its
name absent instruction from the
beneficial holder of the shares.
Following discussions with the staff
of the Commission’s Division of
Investment Management, the Amex has
determined to adopt a comparable
interpretation of Rule 577 to conform to
the NYSE interpretation. Under the
proposed interpretation of Amex Rule
577, any proposal to obtain shareholder
approval of an investment company’s
investment advisory contract with a
new investment adviser,9 which
approval is required by the 1940 Act,
and the rules thereunder, will be
deemed to be a ‘‘matter which may
affect substantially the rights or
privileges of such stock’’ (that is, a
‘‘non-routine’’ matter) on which a
member organization may not give a
proxy to vote shares registered in its
name absent instruction from the
beneficial holder of the shares.
5 In 1992, the NYSE issued a formal interpretation
of Rule 452 to, among other things, allow member
organizations to give a proxy on the initial approval
of an investment advisory contract if the beneficial
holder does not exercise his right to vote; however,
member organizations are precluded from voting
without instructions if there is a material
amendment to the investment advisory contract.
See Securities Exchange Act Release No. 30697
(May 13, 1992), 57 FR 21434 (May 20, 1992) (SR–
NYSE–92–05). Telephone conversation between
Steve L. Kuan, Special Counsel, Division of Market
Regulation (‘‘Division’’), Commission, and Marija
Willen, Associate General Counsel, Amex, on
October 27, 2005.
6 See Securities Exchange Act Release No. 52569
(October 6, 2005), 70 FR 60118 (October 14, 2005)
(SR–NYSE–2005–61).
7 Telephone conversation between Steve L. Kuan,
Special Counsel, Division, Commission, and Marija
Willen, Associate General Counsel, Amex, on
October 27, 2005.
8 15 U.S.C. 80a–1 et seq.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 12 and paragraph (f)(1) of Rule
19b–4 thereunder 13 as constituting a
stated policy, practice, or interpretation
with respect to the meaning,
administration, or enforcement of an
existing Exchange rule. At any time
within 60 days of the filing of the
proposed rule change, the Commission
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2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Act,10 in general, and
furthers the objectives of Section 6(b)(5)
of the Act,11 in particular, in that it is
designed to prevent fraudulent and
manipulative acts and practices, to
promote just and equitable principles of
trade, to remove impediments to and
perfect the mechanisms of a free and
open market and a national market
system, and, in general, to protect
investors and the public interest.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange believes that 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
The Exchange has neither solicited
nor received written comments with
respect to the proposed rule change.
9 See
note 7 supra.
U.S.C. 78f(b).
11 15 U.S.C. 78f(b)(5).
12 15 U.S.C. 78s(b)(3)(A).
13 17 CFR 240.19b–4(f)(1).
10 15
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Federal Register / Vol. 70, No. 222 / Friday, November 18, 2005 / Notices
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.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.14
Jonathan G. Katz,
Secretary.
[FR Doc. E5–6379 Filed 11–17–05; 8:45 am]
BILLING CODE 8010–01–P
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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–Amex–2005–102 on the
subject line.
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–52767; File No. SR–Amex–
2005–108]
Self-Regulatory Organizations;
American Stock Exchange LLC; Notice
of Filing and Immediate Effectiveness
of Proposed Rule Change To Adopt an
Options Licensing Fee for the
PowerShares Lux Nanotech Portfolio
(PXN) and the PowerShares Aerospace
& Defense Portfolio (PPA)
November 10, 2005.
Pursuant to section 19(b)(1) of the
Securities Exchange Act of 1934
Paper Comments
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
notice is hereby given that on October
• Send paper comments in triplicate
27, 2005, the American Stock Exchange
to Jonathan G. Katz, Secretary,
LLC (‘‘Amex’’ or ‘‘Exchange’’) filed with
Securities and Exchange Commission,
the Securities and Exchange
100 F Street, NE., Washington, DC
Commission (‘‘Commission’’) the
20549–9303.
proposed rule change as described in
All submissions should refer to File
Items I, II, and III below, which Items
Number SR–Amex–2005–102. This file
have been prepared by the Exchange.
number should be included on the
Amex has designated this proposal as
subject line if e-mail is used. To help the one establishing or changing a due, fee,
Commission process and review your
or other charge imposed by a selfcomments more efficiently, please use
regulatory organization pursuant to
only one method. The Commission will section 19(b)(3)(A) of the Act 3 and Rule
post all comments on the Commission’s 19b–4(f)(2) thereunder,4 which renders
Internet Web site (https://www.sec.gov/
the proposal effective upon filing with
rules/sro.shtml). Copies of the
the Commission. The Commission is
submission, all subsequent
publishing this notice to solicit
amendments, all written statements
comments on the proposed rule change
with respect to the proposed rule
from interested persons.
change that are filed with the
I. Self-Regulatory Organization’s
Commission, and all written
Statement of the Terms of Substance of
communications relating to the
the Proposed Rule Change
proposed rule change between the
Commission and any person, other than
Amex proposes to modify its Options
those that may be withheld from the
Fee Schedule by adopting a per-contract
public in accordance with the
license fee in connection with the
provisions of 5 U.S.C. 552, will be
orders of specialists, registered options
available for inspection and copying in
traders, firms, non-member market
the Commission’s Public Reference
makers, and broker-dealers (collectively,
Room. Copies of such filing also will be ‘‘Market Participants’’) in connection
available for inspection and copying at
with options transactions in the
the principal office of the Exchange. All PowerShares Lux Nanotech Portfolio
comments received will be posted
(symbol: PXN) and the PowerShares
without change; the Commission does
Aerospace & Defense Portfolio (symbol:
not edit personal identifying
PPA).5 The text of the proposed rule
information from submissions. You
14 17 CFR 200.30–3(a)(12).
should submit only information that
1 15 U.S.C. 78s(b)(1).
you wish to make available publicly. All
2 17 CFR 240.19b–4.
submissions should refer to File
3 15 U.S.C. 78s(b)(3)(A).
Number SR–Amex–2005–102 and
4 17 CFR 240.19b–4(f)(2).
should be submitted on or before
5 In this proposed rule change filing, Amex
December 9, 2005.
inadvertently included references to an options
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15:21 Nov 17, 2005
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70001
change is available on the Exchange’s
Internet Web site (https://
www.amex.com), at the Exchange’s
principal office, 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 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
The Exchange has entered into
numerous agreements with issuers and
owners of indexes for the purpose of
trading options on certain exchangetraded funds (‘‘ETFs’’) and securities
indexes. As a result, the Exchange is
required to pay index license fees to
third parties as a condition to the listing
and trading of these ETF and index
options. In many cases, the Exchange is
required to pay a significant licensing
fee to an index provider that may not be
reimbursed. In an effort to recoup the
costs associated with certain index
licenses, the Exchange has recently
established per-contract licensing fees
for orders of Market Participants that are
collected on each option transaction in
certain designated products in which
such Market Participant is a party.6
The purpose of the proposal is to
charge options licensing fees in
connection with options on PXN and
PPA. Specifically, Amex seeks to charge
options licensing fees of $0.10 and $0.09
per contract side in connection with
PXN and PPA options, respectively, for
orders of Market Participants executed
on the Exchange. In all cases, the fees
would be charged only to Exchange
ticker symbol other than PXN and PPA in certain
places. Amex has represented that these references
were made in error and that the only options which
are subject to the license fees contemplated by this
proposal are PXN and PPA. Telephone conversation
between Jeffrey Burns, Associate General Counsel,
Amex, and Leah Mesfin, Special Counsel, and
Edward Cho, Staff Attorney, Division of Market
Regulation, Commission (November 3, 2005).
6 See Securities Exchange Act Release No. 52493
(September 22, 2005), 70 FR 56941 (September 29,
2005).
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]]>Agencies
[Federal Register Volume 70, Number 222 (Friday, November 18, 2005)]
[Notices]
[Pages 69999-70001]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E5-6379]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-52765; File No. SR-Amex-2005-102]
Self-Regulatory Organizations; American Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
Relating to an Interpretation of Exchange Rule 577 and Section 723 of
the Amex Company Guide
November 10, 2005.
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 12, 2005, the American Stock Exchange LLC (``Amex'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the
[[Page 70000]]
proposed rule change as described in Items I, II, and III below, which
Items have been prepared by the Exchange. The Commission is publishing
this notice to solicit comments on the proposed rule change from
interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend an Exchange interpretation of
Exchange Rule 577 (Giving Proxies by Member Organization) and Section
723 (Giving Proxies by Member Organization) of the Amex Company
Guide.\3\
---------------------------------------------------------------------------
\3\ The Commission notes that the proposed rule change does not
amend the text of Exchange Rule 577 and its Commentary or Section
723 of the Amex Company Guide and its Commentary.
---------------------------------------------------------------------------
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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
Amex Rule 577 provides that a member organization may give a proxy
to vote shares registered in its name, notwithstanding the failure of
the beneficial owner to instruct the firm how to vote, provided, among
other things, that the proposal being voted on does not involve a
matter which ``may affect substantially the rights or privileges of
such stock.'' \4\ Commentary .11 to Amex Rule 577 lists, by way of
example, 18 ``non-routine'' actions in respect of which member
organizations may not vote uninstructed shares. In addition to those 18
specific actions, the Amex has interpreted Rule 577 to preclude member
organizations from voting without instructions in certain other
situations, including those involving any material amendment to an
investment advisory contract with an investment company. The New York
Stock Exchange (``NYSE'') Rule 452 is virtually identical to Amex Rule
577 and has been similarly interpreted.
---------------------------------------------------------------------------
\4\ Section 723 of the Amex Company Guide is the same as Amex
Rule 577 and this proposed rule interpretation will apply to both
Section 723 of the Amex Company Guide and Amex Rule 577.
---------------------------------------------------------------------------
In the past, where the only change being made to the substantive
terms of the investment advisory contract was a change in the identity
of the investment adviser, both the Amex and the NYSE interpreted their
respective proxy voting provisions to permit member organizations to
vote uninstructed shares on the authorization of the new investment
company investment advisory contract.\5\ A proposed rule change filed
by the NYSE of its interpretation of its rule governing proxies by
member organizations on votes relating to changes to investment
advisory contracts recently became effective.\6\ Under the new
interpretation, any proposal to obtain shareholder approval of an
investment company's investment advisory contract with a new investment
adviser,\7\ which approval is required by the Investment Company Act of
1940, as amended (``1940 Act''),\8\ and the rules thereunder, will be
deemed by NYSE to be a ``matter which may affect substantially the
rights or privileges of such stock'' on which a member organization may
not give a proxy to vote shares registered in its name absent
instruction from the beneficial holder of the shares. This policy means
that where the 1940 Act requires shareholder approval of an investment
advisory contract due to an assignment of an investment company's
investment advisory contract (including an assignment caused by a
change in control of the investment adviser that is a party to the
assigned contract), a member organization may not give a proxy to vote
shares registered in its name absent instruction from the beneficial
holder of the shares.
---------------------------------------------------------------------------
\5\ In 1992, the NYSE issued a formal interpretation of Rule 452
to, among other things, allow member organizations to give a proxy
on the initial approval of an investment advisory contract if the
beneficial holder does not exercise his right to vote; however,
member organizations are precluded from voting without instructions
if there is a material amendment to the investment advisory
contract. See Securities Exchange Act Release No. 30697 (May 13,
1992), 57 FR 21434 (May 20, 1992) (SR-NYSE-92-05). Telephone
conversation between Steve L. Kuan, Special Counsel, Division of
Market Regulation (``Division''), Commission, and Marija Willen,
Associate General Counsel, Amex, on October 27, 2005.
\6\ See Securities Exchange Act Release No. 52569 (October 6,
2005), 70 FR 60118 (October 14, 2005) (SR-NYSE-2005-61).
\7\ Telephone conversation between Steve L. Kuan, Special
Counsel, Division, Commission, and Marija Willen, Associate General
Counsel, Amex, on October 27, 2005.
\8\ 15 U.S.C. 80a-1 et seq.
---------------------------------------------------------------------------
Following discussions with the staff of the Commission's Division
of Investment Management, the Amex has determined to adopt a comparable
interpretation of Rule 577 to conform to the NYSE interpretation. Under
the proposed interpretation of Amex Rule 577, any proposal to obtain
shareholder approval of an investment company's investment advisory
contract with a new investment adviser,\9\ which approval is required
by the 1940 Act, and the rules thereunder, will be deemed to be a
``matter which may affect substantially the rights or privileges of
such stock'' (that is, a ``non-routine'' matter) on which a member
organization may not give a proxy to vote shares registered in its name
absent instruction from the beneficial holder of the shares.
---------------------------------------------------------------------------
\9\ See note 7 supra.
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\10\ in general, and furthers the
objectives of Section 6(b)(5) of the Act,\11\ in particular, in that it
is designed to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, to remove
impediments to and perfect the mechanisms of a free and open market and
a national market system, and, in general, to protect investors and the
public interest.
---------------------------------------------------------------------------
\10\ 15 U.S.C. 78f(b).
\11\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange believes that 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
The Exchange has neither solicited nor received written comments
with respect to the proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \12\ and paragraph (f)(1) of Rule 19b-4
thereunder \13\ as constituting a stated policy, practice, or
interpretation with respect to the meaning, administration, or
enforcement of an existing Exchange rule. At any time within 60 days of
the filing of the proposed rule change, the Commission
[[Page 70001]]
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.
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\12\ 15 U.S.C. 78s(b)(3)(A).
\13\ 17 CFR 240.19b-4(f)(1).
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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 is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (https://
www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-Amex-2005-102 on the subject line.
Paper Comments
Send paper comments in triplicate to Jonathan G. Katz,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-9303.
All submissions should refer to File Number SR-Amex-2005-102. 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 (https://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. Copies of such
filing 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-2005-102 and should be submitted on or before
December 9, 2005.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\14\
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\14\ 17 CFR 200.30-3(a)(12).
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Jonathan G. Katz,
Secretary.
[FR Doc. E5-6379 Filed 11-17-05; 8:45 am]
BILLING CODE 8010-01-P
