To: Captain James T. Kirk who wrote (8235 ) 10/20/2006 1:13:45 PM From: scion Respond to of 12518 NOBO fees - sec.gov - C. Costs In addition to being time-consuming and circuitous, the process of communicating with the beneficial owners of shares held in street name is very costly to companies and their shareholders. NYSE rules regulate the fees that must be paid to brokers and banks (or their agents, such as ADP) for forwarding communications to beneficial owners.50 Companies must reimburse brokers, banks and/or ADP for expenses incurred in forwarding communications to beneficial owners, including: (1) actual postage costs; (2) the actual cost of envelopes; and (3) any actual communication expenses (excluding overhead) incurred in receiving voting returns either telephonically or electronically.51 In addition to these out-of-pocket costs, companies must also pay the following basic fees for mailing communications to beneficial owners: (1) $0.40 per beneficial owner for each set of proxy material mailed, (2) $1.00 per set of proxy material for annual meetings where an opposition proxy statement has been furnished; (3) $0.40 for each set of supplementary proxy material mailed; and (4) 15¢ for each copy, plus postage, for annual reports mailed separately from the proxy statement, interim reports, post meeting reports, and other material.52 In addition, companies must pay "nominee-coordination" fees to intermediaries that coordinate mailings to multiple brokers and/or banks,53 and "incentive" fees meant to incentivize the elimination of multiple mailings to the same address ("householding") and the use of electronic delivery to eliminate mailings.54 In addition to fees for forwarding materials to beneficial owners, the NYSE fee structure includes fees for the creation of NOBO lists. Currently, the fee paid by public companies per NOBO consists of a $0.065 fee paid to nominees (the broker or bank), and an additional fee paid to agents of nominees (typically ADP).55 ADP's fee is based on a sliding scale, where the per-NOBO fee depends on the size of the NOBO list (the per-NOBO fees are: $.10 for 1 to 10,000 NOBOs; $.05 for 10,001 to 100,000 NOBOs; or $.04 for 100,001 or more NOBOs).56 Finally, as mentioned earlier, depositories often charge companies a fee for providing a list of respondent brokers and banks.57 These fees add up rather quickly, and can act as a disincentive for companies to communicate with beneficial owners beyond the required proxy and annual reports. Furthermore, they are borne by the company, and therefore all shareholders, whereas they benefit only a subset of shareholders - those who choose to remain anonymous. The fees for forwarding materials to beneficial owners could be avoided if companies were permitted to communicate directly with beneficial owners. sec.gov