Notices. SECURITIES AND EXCHANGE COMMISSION

16,005 words·~73 min read·/register/2004/11/23/04-25939

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

BILLING CODE 6325-38-P SECURITIES AND EXCHANGE COMMISSION Proposed Collection; Comment Request Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549. Extension: Rule 7d-1; SEC File No. 270-176; OMB Control No. 3235-0311. Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520), the Securities and Exchange Commission (“Commission”) is soliciting comments on the collections of information summarized below.

The Commission plans to submit these existing collections of information to the Office of Management and Budget (“OMB”) for extension and approval. Section 7(d) of the Investment Company Act of 1940 [15 U.S.C. 80a-7(d)] (the “Act” or “Investment Company Act”) requires an investment company (“fund”) organized outside the United States (“foreign fund”) to obtain an order from the Commission allowing the fund to register under the Act before making a public offering of its securities through the United States mail or any means of interstate commerce.

The Commission may issue an order only if it finds that it is both legally and practically feasible effectively to enforce the provisions of the Act against the foreign fund, and that the registration of the fund is consistent with the public interest and protection of investors. Rule 7d-1 [17 CFR 270.7d-1] under the Act, which was adopted in 1954, specifies the conditions under which a Canadian management investment company (“Canadian fund”) may request an order from the Commission permitting it to register under the Act.

Although rule 7d-1 by its terms applies only to Canadian funds, other foreign funds generally have agreed to comply with the requirements of rule 7d-1 as a prerequisite to receiving an order permitting those foreign funds' registration under the Act. The rule requires a Canadian fund that wishes to register to file an application with the Commission that contains various undertakings and agreements by the fund. Certain of these undertakings and agreements, in turn, impose the following additional information collection requirements:

(1)The fund must file agreements between the fund and its directors, officers, and service providers requiring them to comply with the fund's charter and bylaws, the Act, and certain other obligations relating to the undertakings and agreements in the application;

(2)The fund and each of its directors, officers, and investment advisers that is not a U.S. resident, must file an irrevocable designation of the fund's custodian in the United States as agent for service of process;

(3)The fund's charter and bylaws must provide that

(a)the fund will comply with certain provisions of the Act applicable to all funds,

(b)the fund will maintain originals or copies of its books and records in the United States, and

(c)the fund's contracts with its custodian, investment adviser, and principal underwriter, will contain certain terms, including a requirement that the adviser maintain originals or copies of pertinent records in the United States;

(4)The fund's contracts with service providers will require that the provider perform the contract in accordance with the Act, the Securities Act of 1933 [15 U.S.C. 77a-77z-3], and the Securities Exchange Act of 1934 [15 U.S.C. 78a-78mm ], as applicable; and

(5)The fund must file, and periodically revise, a list of persons affiliated with the fund or its adviser or underwriter. Under section 7(d) of the Act the Commission may issue an order permitting a foreign fund's registration only if the Commission finds that “by reason of special circumstances or arrangements, it is both legally and practically feasible effectively to enforce the provisions of the [Act].” The information collection requirements are necessary to assure that the substantive provisions of the Act may be enforced as a matter of contract right in the United States or Canada by the fund's shareholders or by the Commission. Certain information collection requirements in rule 7d-1 are associated with complying with the Act's provisions. These requirements are reflected in the information collection requirements applicable to those provisions for all registered funds. The Commission believes that one fund is registered under rule 7d-1 and currently active. Apart from requirements under the Act applicable to all registered funds, rule 7d-1 imposes ongoing burdens to maintain records in the United States, and to update, as necessary, the fund's list of affiliated persons. The Commission staff estimates that the rule requires a total of three responses each year. The staff estimates that a respondent would make two responses each year under the rule, one response to maintain records in the United States and one response to update its list of affiliated persons. The Commission staff further estimates that a respondent's investment adviser would make one response each year under the rule to maintain records in the United States. Commission staff estimates that each recordkeeping response would require 6.25 hours each of secretarial and compliance clerk time at a cost of $21.10 and $21.50 per hour, respectively, and the response to update the list of affiliated persons would require 0.25 hours of secretarial time, for a total annual burden of 25.25 hours at a cost of $537.78. The estimated number of 25.25 burden hours is identical to the current allocation. If a fund were to file an application under the rule, the Commission estimates that the rule would impose initial information collection burdens (for filing an application, preparing the specified charter, bylaw, and contract provisions, designations of agents for service of process, and an initial list of affiliated persons, and establishing a means of keeping records in the United States) of approximately 90 hours for the fund and its associated persons. The Commission is not including these hours in its calculation of the annual burden because no foreign fund has applied under rule 7d-1 to register under the Act in the last three years. After registration, a foreign fund may file a supplemental application seeking special relief designed for the fund's particular circumstances. Because rule 7d-1 does not mandate these applications and the fund determines whether to submit an application, the Commission has not allocated any burden hours for the applications. The estimates of burden hours are made solely for the purposes of the Paperwork Reduction Act. The estimates are not derived from a comprehensive or even a representative survey or study of Commission rules and forms. The Commission believes that the active registrant and its associated persons may spend (excluding the cost of burden hours) approximately $540 per year in maintaining records in the United States. These estimated costs include fees for a custodian or other agent to retain records, storage costs, and the costs of transmitting records. If a Canadian or other foreign fund in the future applied to register under the Act under rule 7d-1, the fund initially might have capital and start-up costs (not including hourly burdens) of an estimated $17,280 to comply with the rule's initial information collection requirements. These costs include legal and processing-related fees for preparing the required documentation (such as the application, charter, bylaw, and contract provisions), designations for service of process, and the list of affiliated persons. Other related costs would include fees for establishing arrangements with a custodian or other agent for maintaining records in the United States, copying and transportation costs for records, and the costs of purchasing or leasing computer equipment, software, or other record storage equipment for records maintained in electronic or photographic form. The Commission expects that a fund and its sponsors would incur these costs immediately, and that the annualized cost of the expenditures would be $17,280 in the first year. Some expenditures might involve capital improvements, such as computer equipment, having expected useful lives for which annualized figures beyond the first year would be meaningful. These annualized figures are not provided, however, because, in most cases, the expenses would be incurred immediately rather than on an annual basis. The Commission is not including these costs in its calculation of the annualized capital/start-up costs because no foreign fund has applied under rule 7d-1 to register under the Act pursuant to rule 7d-1 in the last three years. We request written comment on:

(a)Whether the collections of information are necessary for the proper performance of the functions of the Commission, including whether the information has practical utility;

(b)the accuracy of the Commission's estimate of the burdens of the collection of information;

(c)ways to enhance the quality, utility, and clarity of the information collected; and

(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication. Please direct your written comments to R. Corey Booth, Director/Chief Information Officer, Office of Information Technology, Securities and Exchange Commission, 450 5th Street, NW., Washington, DC 20549. Dated: November 15, 2004. Margaret H. McFarland, Deputy Secretary. [FR Doc. E4-3283 Filed 11-22-04; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [File No. 1-10996] Issuer Delisting; Notice of Application of Aberdeen Global Income Fund, Inc., to Withdraw its Common Stock, $.001 Par Value, From Listing and Registration on the New York Stock Exchange, Inc. November 17, 2004. On October 28, 2004, Aberdeen Global Income Fund, Inc., a Maryland corporation (“Issuer”), filed an application with the Securities and Exchange Commission (“Commission”), pursuant to section 12(d) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 12d2-2(d) thereunder, 2 to withdraw its common stock, $.001 par value (“Security”), from listing and registration on the New York Stock Exchange, Inc. (“NYSE”). 1 15 U.S.C. 78 *l* (d). 2 17 CFR 240.12d2-2(d). The Board of Directors (“Board”) of the Issuer approved a resolution on June 9, 2004 to withdraw the Issuer's Security from listing on the NYSE and to list on the American Stock Exchange LLC (“Amex”). The Board stated that it determined to withdraw its Security from the NYSE and to list the Security on the Amex for the following reasons:

(i)The Board considered that the Issuer will pay lower listing fees to the Amex than the listing fees that are currently paid to the NYSE;

(ii)the Board considered that the two other closed-end investment companies (“funds”), in the same fund complex as the Issuer, have their common stock currently listed on the Amex;

(iii)the Amex caps annual listing fees for multiple closed-end funds of the same sponsor, which will result in savings for both the Issuer and the other funds in the fund complex; and

(iv)the Issuer also considered the fact that monitoring compliance with one set of listing requirements, rather than monitoring compliance with the listing requirements of both the NYSE and the Amex, as is currently the case, would result in administrative efficiencies. The Issuer represented in its application that it has complied with the NYSE's rules governing an issuer's voluntary withdrawal of a security and with all applicable laws in effect in the State of Maryland, the state in which it is incorporated. The Issuer's application relates solely to the withdrawal of the Security from listing on the NYSE, and shall not affect its continued listing on the Amex or its obligation to be registered under section 12(b) of the Act. 3 3 3 15 U.S.C. 78 *l* (b). Any interested person may, on or before December 13, 2004 comment on the facts bearing upon whether the application has been made in accordance with the rules of the NYSE and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods: Electronic Comments • Send an e-mail to *rule-comments@sec.gov.* Please include the File Number 1-10996 or; Paper Comments • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. All submissions should refer to File Number 1-10996. This file number should be included on the subject line if e-mail is used. To help us 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/delist.shtml* ). Comments are also available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW., Washington, DC 20549. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 4 4 4 17 CFR 200.30-3(a)(1). Jonathan G. Katz, Secretary. [FR Doc. E4-3296 Filed 11-22-04; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 35-27910] Filing Under the Public Utility Holding Company Act of 1935, as Amended November 16, 2004. Notice is hereby given that the following filing(s) has/have been made with the Commission under provisions of the Act and rules promulgated under the Act. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendment(s) is/are available for public inspection through the Commission's Branch of Public Reference. Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by December 9, 2004, to the Secretary, Securities and Exchange Commission, Washington, DC 20549-0609, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) specified below. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After December 9, 2004, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective. CenterPoint Energy, Inc., et al. CenterPoint Energy, Inc. (“CenterPoint”), 1111 Louisiana, Houston, Texas, 77002, a registered holding company under the Act and Utility Holding, LLC, (“Utility Holding”), 200 West Ninth Street Plaza, Suite 411, Wilmington, Delaware, 19801, have filed with the Securities and Exchange Commission (“Commission”) a declaration (“Declaration”) under section 12(c) of the Act and rules 46 and 54 under the Act asking the Commission to authorize Utility Holding to declare and pay two dividends out of its capital account to CenterPoint consisting of the proceeds it receives from the first and second phase of the sale of its interest in Texas Genco Holdings, Inc. (“Texas Genco”). CenterPoint holds its utility interests through Utility Holding, a Delaware limited liability company that is a conduit entity formed solely to minimize tax liability. Utility Holding is wholly-owned by CenterPoint and a registered holding company subsidiary. Utility Holding owns the stock of Texas Genco and CenterPoint Energy Houston Electric, LLC (“T&D Utility”). 1 1 Texas Genco is an associate company, and not a subsidiary of the T&D Utility. CenterPoint is in the process of completing the final steps in a restructuring process that began when Texas adopted legislation designed to deregulate and restructure the electric utility industry in the state. That legislation required integrated electric utilities to separate their generating, transmission and distribution, and retail sales functions in accordance with plans approved by the Public Utility Commission of Texas (“Texas Commission”). CenterPoint's predecessor, Reliant Energy Incorporated (“REI”) accomplished its restructuring in the fall of 2002, when after CenterPoint became the parent entity, CenterPoint distributed to its shareholders its remaining ownership interest in its merchant power generation and energy trading and marketing business. 2 In order to facilitate compliance with the Texas restructuring law, CenterPoint retained ownership of the Texas generating assets (which were placed in Texas Genco), pending determination of stranded costs by the Texas Commission. 3 2 By order dated June 5, 2002, the Commission authorized the formation of CenterPoint as a new registered holding company and CenterPoint's distribution to shareholders of the remaining stock of Reliant Resources, Inc., a merchant power generation and energy trading and marketing business (Holding Company Act Release No. 27548). 3 Under the Texas restructuring law, the T&D Utility would be allowed to recover, among other costs, the amount by which the market value of its generating assets, as determined by the Texas Commission under a formula prescribed by law, is below its regulatory book value for those assets as of the end of 2001 (otherwise known as stranded costs). Utility Holding has recorded an after-tax charge to earnings in the third quarter of 2004 of approximately $894 million. The charge was recorded before the Texas Commission rendered its final decision and was based on CenterPoint's understanding of the Texas Commission's deliberations during previous public meetings. On November 11, 2004, the Texas Commission issued a draft order and, based on that order, Utility Holding does not believe that it will be required to take any additional material charges to earnings in connection with the stranded cost proceeding. On July 21, 2004, CenterPoint announced the sale of Texas Genco, which will be accomplished in two steps. The first step is expected to be completed in the fourth quarter of 2004 and will involve Texas Genco purchasing the approximately 19% of its shares owned by the public at a price of $47 per share, and then selling its fossil-fueled generating business to the buyer. In the second step, expected to take place in the first half of 2005 following receipt of approval by the Nuclear Regulatory Commission, Texas Genco will merge with a subsidiary of the buyer, thus transferring its remaining asset, an interest in a nuclear generating facility. Total cash proceeds from both steps will be approximately $2.9 billion. CenterPoint intends to use the net after-tax proceeds of about $2.5 billion to retire debt. In the first stage of the sale transaction, Texas Genco will receive cash for the sale of its fossil generating business and will dividend $2.231 billion of those proceeds to Utility Holding. Utility Holding in turn will simultaneously dividend that amount to CenterPoint, which will repay bank debt and release a pledge that banks hold on the Texas Genco common stock. In the second step, Utility Holding will receive $700 million in cash for the sale of its stock in Texas Genco and will dividend that amount to CenterPoint. Because it is the vehicle through which CenterPoint holds its utility interests, Utility Holding has recorded a substantial charge to its retained earnings account in connection with the extraordinary events of the sale of Texas Genco and the stranded cost proceeding. In addition, the magnitude of the expected proceeds from both phases of the sale of Texas Genco exceeds Utility Holding's ability to dividend to CenterPoint the proceeds from each phase of the sale out of retained earnings. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Margaret H. McFarland, Deputy Secretary. [FR Doc. E4-3286 Filed 11-22-04; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-50682; File No. SR-CBOE-2004-45] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Notice of Filing of a Proposed Rule Change and Amendment Nos. 1 and 2 Thereto Relating to the Trading of Complex Orders on the CBOE Hybrid System November 17, 2004. 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 July 19, 2004, the Chicago Board Options Exchange, Incorporated (“CBOE” 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 prepared by the CBOE. On November 8, 2004, the CBOE: submitted Amendment No. 1 to the proposed rule change; withdrew Amendment No. 1; and submitted Amendment No. 2 to the proposed rule change. 3 The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 In Amendment No. 2, CBOE replaced in its entirety the original proposed rule filing. Amendment No. 2 is incorporated into this notice. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The CBOE proposes to adopt a complex order rule applicable to trading on the CBOE Hybrid System. The text of the proposed rule change is set forth below. Proposed new language is in *italics;* proposed deletions are in [brackets]. Rule 6.45 Priority of Bids and Offers—Allocations of Trades (a)-(d) No change.

(e)Complex Order Priority Exception: A [member holding a] spread, straddle, combination, or ratio order (or a stock-option order or security future-option order, as defined in Rule 1.1(ii)(b) and Rule 1.1(zz)(b), respectively) *may be executed at* [and bidding (offering) on] a net debit or credit [basis] *price* (in a multiple of the minimum increment) [may execute the order] with another member without giving priority to equivalent bids (offers) in the trading crowd or in the book provided at least one leg of the order betters the corresponding bid (offer) in the book. Stock-option orders and security future-option orders, as defined in Rule 1.1(ii)(a) and Rule 1.1(zz)(a) respectively, have priority over bids (offers) of the trading crowd but not over bids (offers) of public customers in the limit order book. * * * Interpretations and Policies * * * No change. Rule 6.45A Priority and Allocation of Trades for CBOE Hybrid System

(a)No change.

(b)(i)-(ii) No change.

(iii)Exception: Complex Order Priority: A [member holding a] spread, straddle, combination, or ratio order (or a stock-option order or security future-option order, as defined in Rule 1.1(ii)(b) and Rule 1.1(zz)(b), respectively) *may be executed at* [and bidding (offering) on] a net debit or credit [basis] *price* (in a multiple of the minimum increment) [may execute the order] with another member without giving priority to equivalent bids (offers) in the trading crowd or in the book provided at least one leg of the order betters the corresponding bid (offer) in the book. Stock-option orders and security future-option orders, as defined in Rule 1.1(ii)(a) and Rule 1.1(zz)(a) respectively, have priority over bids (offers) of the trading crowd but not over bids (offers) of public customers in the limit order book. (c)-(d) No change * * * Interpretations and Policies No change RULE 6.53C COMPLEX ORDERS ON THE HYBRID SYSTEM *(a) Definition: A complex order is any order for the same account as defined below:* *1. Spread Order: A spread order is as defined in Rule 6.53(d).* *2. Straddle Order: A straddle order is as defined in Rule 6.53(f).* *3. Strangle Order: A strangle order is an order to buy

(sell)a number of call option contracts and the same number of put option contracts in the same underlying security, which contracts have the same expiration date* ( *e.g., an order to buy two XYZ June 35 calls and to buy two XYZ June 40 puts).* *4. Combination Order: A combination order is as defined in Rule 6.53(e).* * 5. Ratio Order: A spread, straddle or combination order may consist of legs that have a different number of contracts, so long as the number of contracts differs by a permissible ratio. For purposes of this section, a permissible ratio is any ratio that is equal to or greater than one-to-three (.333) and less than or equal to three-to-one (3.00). For example, a one-to-two (.5) ratio, a two-to-three (.667) ratio, or a two-to-one (2.00) ratio is permissible, whereas a one-to-four (.25) ratio or a four-to-one (4.0) ratio is not. * *6. Butterfly Spread Order: A butterfly spread order is an order involving three series of either put or call options all having the same underlying security and time of expiration and, based on the same current underlying value, where the interval between the exercise price of each series is equal, which orders are structured as either

(i)a “long butterfly spread” in which two short options in the same series offset by one long option with a higher exercise price and one long option with a lower exercise price or

(ii)a “short” butterfly spread” in which two long options in the same series are offset by one short option with a higher exercise price and one short option with a lower exercise price.* *7. Box/Roll Spread Order: Box spread means an aggregation of positions in a long call option and short put option with the same exercise price (“buy side”) coupled with a long put option and short call option with the same exercise price (“sell side”) all of which have the same aggregate current underlying value, and are structured as either: A) a “long box spread” in which the sell side exercise price exceeds the buy side exercise price or B) a “short box spread” in which the buy side exercise price exceeds the sell side exercise price.* *8. Collar Orders and Risk Reversals: A collar order (risk reversal) is an order involving the sale (purchase) of a call

(put)option coupled with the purchase

(sale)of a put

(call)option in equivalent units of the same underlying security having a lower (higher) exercise price than, and same expiration date as, the sold (purchased) call

(put)option.* *9. Conversions and Reversals: A conversion (reversal) order is an order involving the purchase

(sale)of a put option and the sale (purchase) of a call option in equivalent units with the same strike price and expiration in the same underlying security, and the purchase

(sale)of the related instrument.* *(b) Types of Complex Orders: Complex orders may be entered as fill-or-kill, immediate or cancel, or as all-or-none orders as defined in Rule 6.53, or as good-'til-cancelled.* *(c) Complex Order Book* *(i) Routing of Complex Orders: Complex orders will route either to PAR or the Complex Order Book (“COB”), as determined by the appropriate Exchange committee on a class by class basis. All pronouncements regarding routing procedures will be announced to the membership via Regulatory Circular. The appropriate Exchange committee also will determine whether to allow complex orders from non-broker-dealer public customers and from broker-dealers that are not market makers or specialists on an options exchange to route from PAR to the COB.* *(ii) Priority of Complex Orders in the COB: Orders from public customers have priority over orders from non-public customers. Multiple public customer complex orders at the same price are accorded priority based on time.* *(iii) Execution of Complex Orders in the COB: Complex orders resting in the COB may be executed without consideration to prices of the same complex orders that might be available on other exchanges. Complex orders resting in the COB may trade in the following way:* *(1) Orders in the Electronic Book (“EBook”): A complex order in the COB will automatically execute against individual orders or quotes residing in EBook provided the complex order can be executed in full (or in a permissible ratio) by the orders in EBook.* *(2) Orders in COB: Complex orders in the COB that are marketable against each other will automatically execute.* *(3) Market participants, as defined in CBOE Rule 6.45A, may submit orders to trade against orders in the COB. The allocation of complex orders among market participants shall be done pursuant to CBOE Rule 6.45A(c).* *(iv) Complex orders in the COB may be designated as day orders or good-til-cancelled orders. Only those complex orders with no more than four legs and having a ratio of one-to-three or lower, as determined by the appropriate Exchange committee, are eligible for placement into the COB.* 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 CBOE 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 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 Complex orders typically involve multiple option orders (which may be coupled with stock) executed simultaneously as part of the same strategy. Currently, these orders route to the PAR terminal in the trading crowd where they are announced to the trading crowd and are traded in open outcry. As an enhancement to the CBOE Hybrid System (“Hybrid”), the Exchange intends to develop a complex order book (“COB”), which will facilitate more automated handling of complex orders. 4 Additionally, the Exchange proposes to adopt a separate complex order rule applicable solely to the Hybrid system. 4 This new proposed rule will not apply to complex order trading in non-Hybrid classes. 1. Definitional Proposed paragraph

(a)of CBOE Rule 6.53C is a definitional section. The first five order types in that section (spread order, straddle order, strangle order, combination order, and combination order with non-equity option legs) are defined in other CBOE rules (most notably CBOE Rule 6.53, Certain Types of Orders Defined) but for ease of reference, the Exchange includes them in this new rule. The next four order type definitions (ratio order, butterfly spread order, box/roll spread order, collar order) are new but are substantially identical to those contained in International Securities Exchange, Inc. (“ISE”) Rule 722(a)(6-9). The last order type definitions are for conversions and reversals, which are a type of stock-option order as defined in CBOE Rule 1.1(ii). They are included here merely for ease of reference. 2. Complex Order Book A. Routing Complex Orders: Proposed paragraph

(c)governs the COB. Proposed paragraph

(i)governs routing and provides that the appropriate Exchange committee will determine whether complex orders should route to PAR or the COB on a class by class basis. Anytime the committee changes or amends its routing procedures, it will announce such changes to the membership via Regulatory Circular. This will provide that all Exchange members will have access to all current information regarding the routing of complex orders. With respect to the handling of orders that route to PAR, the PAR operator will announce the order to the trading crowd. Any member of the trading crowd will then have the ability to trade the order at the limit price or he/she may offer price improvement. Alternatively, trading crowd members may choose not to trade the order, in which case it will reside on PAR until the PAR operator “books it.” If a complex order becomes marketable while it is on PAR, the Exchange sends a notification to the PAR operator. Proposed paragraph (c)(iii) governs execution of orders in the COB and is described below. As stated in the introductory paragraph of this rule filing, complex orders currently route to, and continue to reside on, PAR until they are traded in open outcry. Accordingly, manual intervention is necessary before complex orders will execute. The proposal enhances the treatment of complex orders by making them eligible for placement into an electronic format ( *i.e.* , into the COB). Once these orders rest in the COB, they may trade electronically (as described below), which means that they may trade more quickly than they otherwise may have in an open outcry environment. Moreover, orders residing on PAR are not displayed. When orders are routed into the COB, members with an interface connection to CBOE will have the ability to view complex orders resting in the COB, which enhances transparency. For these reasons, the Exchange believes routing complex orders into the COB will enhance the treatment these orders currently receive and allow the Exchange to compete more effectively for this type of order flow. Finally, the appropriate Exchange committee also will determine whether to allow complex orders from non-broker-dealer public customers and from broker-dealers that are not market makers or specialists on an options exchange to route from PAR to the COB. Proposed paragraph (c)(iv) provides that only those complex orders with no more than four legs and having a ratio of one-to-three or lower, as determined by the appropriate Exchange committee, are eligible for placement into the COB. B. Trading Complex Orders: When the PAR operator “books” the order, it will route directly into the COB. Once in the COB, the order may trade in one of three ways. If individual orders or quotes in the Exchange's electronic book (“EBook”) “line-up” against the legs of the complex order, an automatic execution occurs, provided the complex order can be executed in full (or in a permissible ratio) by the orders in EBook. Second, if a subsequent incoming complex order is marketable against the resting complex order in the COB, it will automatically execute against the resting complex order in the COB upon being “booked.” Finally, market participants as defined in CBOE Rule 6.45A will have the ability to submit orders to trade against the order in the COB. Under this option, the complex order in the COB would be allocated to market participants in accordance with the allocation procedures described in CBOE Rule 6.45A(c). 5 Proposed paragraph (c)(iii) provides that complex orders resting in the COB may be executed without consideration to prices of the same complex orders that might be available on other exchanges. This is similar to ISE Rule 722(b)(3). 6 5 Interpretations and Policies .01 and .02 to CBOE Rule 6.45A apply to complex orders on the Hybrid System. 6 The Options Price Reporting Authority does not disseminate complex order prices, which eliminates market participants' ability to know what pricing is available on other exchanges. C. Priority and Complex Orders: This rule filing does not negatively affect the existing priority rules. In this regard, proposed paragraph (c)(ii) explicitly provides that orders from public customers have priority over orders from non-public customers. For example, if members of the trading crowd wish to trade a complex order resting on PAR that is marketable against individual public customer orders in the electronic book, public customers would have priority. Multiple public customer complex orders at the same price are accorded priority based on time. The current complex order priority exception contained in CBOE Rules 6.45 and Rule 6.45A(b)(iii) will continue to be applicable. The complex order priority exception generally states that a member holding a qualifying complex order may trade ahead of the book on one leg of the order provided the other leg of the order betters the corresponding bid (offer) in the limit order book. For example, assume a complex order rests in the COB (priced at a net debit or credit). If this resting complex order was marketable against both legs in EBook, the resting complex order would have already traded automatically. This makes it impossible for a marketable incoming complex order to trade ahead of resting orders in Ebook that are marketable against all legs of the resting complex order. Accordingly, when a marketable incoming complex order trades against a resting complex order, it is only because the resting complex order is at a better price than the orders in Ebook. Finally, because the existing complex order priority rules as written envision open outcry trading, the Exchange makes minor changes to the text such that the rules will be applicable to electronic trading. 7 7 As amended, the proposed rule mirrors ISE's complex order priority rule (Rule 722(b)(2)). Adoption of a complex order rule for Hybrid trading provides a framework for the trading of complex orders on Hybrid. This, in turn, should provide investors with greater certainty in the routing of their complex orders. The Exchange believes that the development of a complex order trading book will provide deeper and more liquid markets for complex orders and will provide order entry firms with a trading platform the exchange believes is more conducive to satisfying their best execution and due diligence obligations with respect to these types of orders. 2. Statutory Basis For these reasons, the Exchange believes the proposed rule change is consistent with the Act and the rules and regulations under the Act applicable to a national securities exchange and, in particular, the requirements of Section 6(b) of the Act. 8 Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) 9 requirements that the rules of an exchange be designed to promote just and equitable principles of trade, to prevent fraudulent and manipulative acts and, in general, to protect investors and the public interest. 8 15 U.S.C. 78(f)(b). 9 15 U.S.C. 78(f)(b)(5). 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 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 on 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 CBOE 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, as amended, 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-CBOE-2004-45 on the subject line. Paper Comments • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. All submissions should refer to File Number SR-CBOE-2004-45. 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. Copies of the filing also will be available for inspection and copying at the principal office of the CBOE. 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-CBOE-2004-45 and should be submitted on or before December 14, 2004. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 10 10 17 CFR 200.30-3(a)(12). Margaret H. McFarland, Deputy Secretary. [FR Doc. E4-3284 Filed 11-22-04; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-50671; File No. SR-FICC-2004-08] Self-Regulatory Organizations; Fixed Income Clearing Corporation; Notice of Filing of Proposed Rule Change To Provide Interpretive Guidance to Members Regarding the Criteria Used To Place Members on Surveillance Status November 16, 2004. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 notice is hereby given that on March 29, 2004, the Fixed Income Clearing Corporation (“FICC”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change described in Items I, II, and III below, which items have been prepared primarily by FICC. The Commission is publishing this notice to solicit comments on the proposed rule change from interested parties. 1 15 U.S.C. 78s(b)(1). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change FICC is seeking to provide interpretive guidance regarding an approved rule change that amended the criteria used to place members on surveillance status. 2 2 Securities Exchange Act Release No. 49158 (January 30, 2004), 69 FR 5624 (February 5, 2004) [File No. SR-FICC-2003-03]. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, FICC 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. FICC has prepared summaries, set forth in sections (A), (B), and

(C)below, of the most significant aspects of these statements. 3 3 The Commission has modified the text of the summaries prepared by FICC.

(A)Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change FICC is seeking to provide interpretive guidance to members pertaining to the member surveillance rules of the Government Securities Division (“GSD”) and the Mortgage-Backed Securities Division (“MBSD”) of FICC. 1. Background Prior to the Commission's approval of SR-FICC-2003-03, 4 the GSD had the ability to place a member in a surveillance status class depending on whether the member satisfied one or more of the enumerated financial and operational criteria in the specific class. Upon approval of SR-FICC-2003-03, FICC implemented new criteria for placing members on surveillance. Specifically, all domestic broker-dealers and banks that are GSD netting members and/or MBSD clearing members are now assigned a rating that is generated by entering financial data of the member into a matrix (“Matrix”). Members who receive a low rating are placed on an internal “watch list” and are monitored more closely. All other types of netting and clearing members (those who are not domestic banks or broker-dealers) are not included in the Matrix process but are monitored by FICC's credit risk staff using financial criteria deemed relevant by FICC. 4 Supra at 2. 2. Clarification of Rules Provisions In describing the process by which Credit Risk staff would review members and implement the Matrix process, FICC included in SR-FICC-2003-03 several explanatory footnotes. Specifically, in footnotes 2 and 3 of Amendment I of the filing, FICC explained that members would be placed on the Matrix after a thorough review had been performed of various quantitative factors. FICC also stated that members would be evaluated for certain parameter breaks based on applicable monthly or quarterly reports generated by credit risk staff. 5 FICC at this time wishes to clarify its procedures in this regard. 5 In Amendment I to FICC-2003-03, footnote 2 stated, “FICC's approach to the analysis of members will be based on a thorough quantitative analysis. A member's rating on the Matrix will be based on factors including (for broker/dealers): Size (total excess net capital), capital, leverage, liquidity and profitability. Banks will be reviewed based on: size, capital, asset quality, earnings and liquidity.” Footnote 3 stated, “Members will also be evaluated based on their compliance with certain “parameter breaks” which will be determined based on applicable monthly and/or quarterly exception reports generated by Credit Risk. A member may be placed on the Watch List for failure to fall within, for example, prescribed excess net capital, excess liquid capital, aggregate indebtedness, leverage ratio or financial membership requirement parameters.” Credit risk staff approaches its analysis of members pursuant to the new procedures in the following manner. First, as mentioned above, domestic broker-dealers and domestic banks are run through the Matrix and assigned a rating. Low-rated members are placed on the watch list. At this point, credit risk staff may downgrade a particular member's score based on various qualitative factors. For example, one qualitative factor might be that the member in question received a qualified audit opinion on its annual audit. In order to protect FICC and its other members, it is important that credit risk staff maintain the discretion to downgrade a member's rating on the Matrix and thus subject the member to closer monitoring. Members who receive a downgraded rating which makes them eligible for the watch list are also placed on the watch list. All rated members, including those on the watch list, are monitored monthly or quarterly, depending upon the member's financial filing frequency, against basic minimum financial requirements and other parameters. All broker-dealer members included on the watch list are monitored more closely. This means that they are also monitored for various parameter breaks, which may include but are not limited to, a defined decline in excess net capital over a one month or three month period, a defined period loss, a defined aggregate indebtedness/net capital ratio, a defined net capital/aggregate debit items ratio, and a defined net capital/regulatory net capital ratio. All bank members included on the watch list are also monitored more closely for watch list parameter breaks, which may include but are not limited to, a defined quarter loss, a defined decline in equity, a defined tier one leverage ratio, a defined tier one risk-based capital ratio, and a defined total risk-based capital ratio. FICC wishes to make clear that monitoring for the above more stringent parameter breaks is only applicable to those members placed on the watch list. In addition, FICC would like to address footnote 5 of Amendment I to rule filing SR-FICC-2003-03. That footnote stated that credit risk staff would monitor those members not included in the Matrix process (this includes netting and clearing members who are not domestic banks and broker dealers) using the same criteria as those used for members included on the Matrix. FICC wishes to make clear that credit risk staff will not be reviewing the same criteria for these members but will use similar criteria. As stated in the narrative of SR-FICC-2003-03, these criteria may include failure to meet minimum financial requirements, experiencing a significant decrease in equity or net asset value, or a significant loss. This class of members may be placed on the watch list based on credit risk staff's analysis of this information. FICC believes that the proposed rule change is consistent with the requirements of Section 17A of the Act 6 and the rules and regulations thereunder applicable to FICC because it will facilitate the safeguarding of securities and funds which are in its custody or control or for which it is responsible and in general will protect investors and the public interest by improving FICC's member surveillance process. 6 15 U.S.C. 78q-1.

(B)Self-Regulatory Organization's Statement on Burden on Competition FICC does not believe that the proposed rule change will have any impact, or impose any burden, on competition.

(C)Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received from Members, Participants or Others Written comments relating to the proposed rule change have not yet been solicited or received. FICC will notify the Commission of any written comments received by FICC. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within thirty-five 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 ninety 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 self-regulatory organization 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-FICC-2004-08 on the subject line. Paper Comments • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. All submissions should refer to File Number SR-FICC-2004-08. 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 Section, 450 Fifth Street, NW., Washington, DC 20549. Copies of such filing also will be available for inspection and copying at the principal office of FICC and on FICC's Web site at *http://www.ficc.com.* 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-FICC-2004-08 and should be submitted on or before December 14, 2004. For the Commission by the Division of Market Regulation, pursuant to delegated authority. 7 Margaret H. McFarland, Deputy Secretary. 7 17 CFR 200.30-3(a)(12). [FR Doc. E4-3285 Filed 11-22-04; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-50678; File No. SR-NASD-2004-156] Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of Proposed Rule Change by National Association of Securities Dealers, Inc. Related to ECN Response Time Measurement in the Nasdaq Market Center November 16, 2004. 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 November 3, 2004, the National Association of Securities Dealers, Inc. (“NASD”), through its subsidiary, The Nasdaq Stock Market, Inc. (“Nasdaq”), 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 prepared by Nasdaq. 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 the Substance of the Proposed Rule Change Nasdaq proposes to change NASD Rule 4710 pertaining to the measurement of Electronic Communication Network (“ECN”) response times and will provide ECNs participating in the Nasdaq Market Center the option to receive and respond to order match delivery traffic using a direct, dedicated point-to-point communication linkage. 3 The text of the proposed rule change is below. Proposed new language is in italics. 3 Pursuant to a telephone conversation on November 15, 2004, between Thomas Moran, Associate General Counsel, Nasdaq, and Marc McKayle, Special Counsel, Division of Market Regulation (“Division”), Commission, the above language was changed to clarify that an ECN's use of the direct, dedicated point-to-point communication linkage is voluntary under the proposed rule change. 4710. Participant Obligations in the Nasdaq Market Center

(a)No Change.

(b)Non-Directed Orders

(1)General Provisions—A Quoting Market Participant in a Nasdaq Market Center eligible security, as well as Order Entry Firms, shall be subject to the following requirements for Non-Directed Orders: (A)-(B) No Change.

(C)Decrementation Procedures—The size of a Quote/Order displayed in the order display service and/or the quotation montage of the Nasdaq Market Center will be decremented upon the delivery of a Liability Order or the delivery of an execution of a Non-Directed Order or Preferenced Order in an amount equal to the system-delivered order or execution.

(i)through

(iii)No Change.

(iv)If a Nasdaq ECN regularly fails to meet a 5-second response time (as measured by the ECN's Service Delivery Platform *if linked to the Nasdaq Market Center by an application programming interface; or as measured by timestamps generated by the Nasdaq Market Center if linked to the system by a direct connection* ) over a period of orders, such that the failure endangers the maintenance of a fair and orderly market, Nasdaq will place that ECN's quote in a closed-quote state. Nasdaq will lift the closed-quote state when the Nasdaq ECN certifies that it can meet the 5-second response time requirement with regularity sufficient to maintain a fair and orderly market.

(v)No Change.

(D)No Change. (2)-(8) No Change.

(c)through

(e)No Change. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, Nasdaq 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. Nasdaq 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 ECNs have two options when participating in the Nasdaq Market Center. They can be “Auto-Ex” ECNs, in which case their quotes/orders are subject to automatic execution, or they can elect to be “Order-Delivery,” where the system instead delivers a buy or sell trading message to the ECN that, in response, either executes or rejects the message. Today, all ECNs in the Nasdaq Market Center participate as order-delivery ECNs. Under current Nasdaq Market Center rules, order-delivery ECNs must respond to messages sent to them by the system within 5 seconds on average, and in no event later than 30 seconds for any one message. The 5-second average response standard is measured by timestamps generated by the ECN's Service Delivery Platform (“SDP”) at the ECN's trading location. In this filing, Nasdaq is proposing the adoption of an alternative method to measure the 5-second response time for ECNs that voluntarily elect to link to Nasdaq using a direct, dedicated point-to-point communication linkage to receive and respond to order matches delivered to them. 4 Since use of the dedicated linkage obviates the need for the SDP to process order match and response traffic, Nasdaq proposes to measure directly-linked ECN response times using data generated by the Nasdaq Market Center's host computers. In short, Nasdaq will calculate and monitor, on a real-time basis, the difference between two time stamps:

(1)The time the Nasdaq Market Center host dispatched a message to the ECN, and

(2)the time the Nasdaq Market Center received a response back from the ECN. On an ongoing basis, Nasdaq will monitor individual directly-linked ECN response times and provide those ECNs with its own order responsiveness time statistics, which will not be made public. As before, if an ECN regularly fails to meet the 5-second response time over a number of orders, Nasdaq will place that ECN's quote in a closed quote state and the closed quote state will be lifted when the ECN can certify that it can meet the 5-second response time requirement. 4 This proposed rule change replaces File No. SR-NASD-2004-66, which was published for comment, and subsequently withdrawn. *See respectively* , Securities Exchange Act Release No. 49604 (April 22, 2004), 69 FR 54818 (April 30, 2004), and Letter from Edward S. Knight, Executive Vice President, Nasdaq to Katherine A. England, Assistant Director, Division of Market Regulation, Commission, dated October 15, 2004. By providing ECNs the option to use a dedicated linkage, Nasdaq expects to significantly reduce response delays that can be encountered in the current environment where order delivery messages directed to ECNs use existing Nasdaq Market Center application programming interfaces (“APIs”) to reach their destination and are commingled, and compete with, other Nasdaq Market Center messaging (executions, cancels, etc.) for bandwidth to reach the ECN's SDP. All messaging other than ECN match order delivery and response traffic ( *e.g.* , quote updates/ order deliveries, cancels, and executions reports) will continue to flow between Nasdaq and ECNs using existing communications linkages. 5 As such, ECNs electing to use a dedicated linkage will be required, for the foreseeable future, to maintain the current linkage infrastructure as well as support the new dedicated match order delivery and response linkage. 6 5 While all of this data is important, it is in the area of Match Order delivery and response traffic where delays can have the most negative impact on market participants as a whole since they are the basis for the swift execution of trades between order-delivery ECNs and those seeking to interact with them. Thus, it is on this messaging that Nasdaq's proposed rule change is initially focused. 6 Nasdaq notes that the above linkage only speeds delivery and receipt of match delivery and response messages between the Nasdaq Market Center host computers and the directly-linked ECN, it would not give such traffic any special priority in the Nasdaq Market Center execution process. Nasdaq believes that its approach will enhance the speed and efficiency of the Nasdaq Market Center system as a whole and can provide a more accurate understanding of whether Nasdaq or an ECN's own internal system is at fault when ECN order processing is unduly delayed. 2. Statutory Basis Nasdaq believes that the proposed rule change is consistent with the provisions of section 15A of the Act, 7 in general and with section 15A(b)(6) of the Act, 8 in particular, in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, remove impediments to a free and open market and a national market system, and, in general, to protect investors and the public interest. 7 15 U.S.C. 78 *o* -3. 8 15 U.S.C. 78 *o* -3(b)(6). B. Self-Regulatory Organization's Statement on Burden on Competition Nasdaq does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act, as amended. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The proposed rule change has been designated by Nasdaq as a “non-controversial” rule change pursuant to section 19(b)(3)(A) of the Act 9 and subparagraph (f)(6) of Rule 19b-4 thereunder. 10 9 15 U.S.C. 78s(b)(1). 10 17 CFR 240.19b-4(f)(6). The foregoing rule change:

(1)Does not significantly affect the protection of investors or the public interest,

(2)does not impose any significant burden on competition, and

(3)by its terms does not become operative for 30 days after the date of this filing, or such shorter time as the Commission may designate, if consistent with the protection of investors and the public interest. Nasdaq has requested that the Commission waive the 30-day pre-operative period and the five-day pre-filing notice requirement for “non-controversial” proposals, based on the following representations:

(1)The instant proposal is substantively similar to File No. SR-NASD-2004-66, which was published for comment, 11

(2)this proposal simply establishes a means for ECNs to link directly with Nasdaq in order to measure the 5-second response time obligation that ECNs are currently subject to,

(3)Nasdaq will conduct the calculation process for policing the 5-second standard for directly-linked ECNs and this proposal will not impose any specific programming burdens on ECNs, and

(4)the use of a dedicated linkage by an ECN will be purely voluntary. In light of the foregoing, and because the Commission believes that the proposal should assist Nasdaq's ability to oversee and monitor the quality of its market, the Commission believes that waiver of the 5-day pre-filing requirement and 30-day operative delay is consistent with the protection of investors and the public interest. Accordingly, the Commission has determined to waive the pre-filing requirement and the operative delay. 11 *See supra* note 4. Consequently, the proposed rule change has become effective pursuant to section 19(b)(3)(A) of the Act, 12 and Rule 19b-4(f)(6) thereunder, 13 with no operative delay. 14 12 15 U.S.C. 78s(b)(1). 13 17 CFR 240.19b-4(f)(6). 14 Nasdaq will provide market participants with notice of the exact date of the implementation of the proposed rule change via a Head Trader Alert on *http://www.nasdaqtrader.com.* Corresponding changes and footnote added pursuant to telephone conversation between Thomas Moran, Associate General Counsel, Nasdaq, and Marc McKayle, Special Counsel, Division, Commission, on November 16, 2004. 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, as amended, 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-NASD-2004-156 on the subject line. Paper Comments • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. All submissions should refer to File Number SR-NASD-2004-156. 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 Section, 450 Fifth Street, NW., Washington, DC 20549. Copies of such filing also will be available for inspection and copying at the principal office of the NASD. 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-NASD-2004-156 and should be submitted on or before December 14, 2004. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 15 15 17 CFR 200.30-3(a)(12). Margaret H. McFarland, Deputy Secretary. [FR Doc. E4-3300 Filed 11-22-04; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-50683; File No. SR-NASD-2004-107] Self-Regulatory Organizations; National Association of Securities Dealers, Inc.; Order Approving Proposed Rule Change Relating to Computer Generated Quoting in Exchange-Listed Securities November 17, 2004. I. Introduction On July 12, 2004, the National Association of Securities Dealers, Inc. (“NASD”), through its subsidiary, The Nasdaq Stock Market, Inc. (“Nasdaq”), 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 allow market makers to engage in Computer Generated Quoting (“CGQ”) in exchange-listed securities. The proposed rule change was published for comment in the **Federal Register** on October 12, 2004. 3 The Commission received no comment letters on the proposal. This order approves the proposed rule change. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 *See* Securities Exchange Act Release No. 50478 (September 30, 2004), 69 FR 60692. II. Description of the Proposal Nasdaq proposed to eliminate NASD Rule 6330(d), which governs CGQ in exchange-listed securities. NASD Rule 6330(d) prohibits the practice of automatically, and without cognizable human intervention, updating a market maker's quote to keep the market maker away from the inside market. NASD Rule 6330(d)(2) however, contains exceptions to the general prohibition in CGQ, including exceptions for conduct that is consistent with the Commission's Order Handling Rules, and for CGQ that equals or improves either or both sides of the national best bid or offer (“NBBO”) or adds size to the NBBO. The limitations contained in NASD Rule 6330(d) were originally implemented because of capacity constraints that Nasdaq has stated no longer persist. Under procedures implemented by the Consolidated Tape Association, 4 Nasdaq, as well as any other Participant, now has the opportunity to request additional capacity to accommodate increased quoting, while bearing the expense. Under the proposal, market makers would be able to engage in CGQ without limitations. 4 *See* Securities Exchange Act Release No. 47030 (December 18, 2002), 67 FR 78832 (December 26, 2002). III. Discussion and Commission Findings In the past, the Commission has recognized concerns regarding the accessibility of CGQ and the impact of such quoting on system capacity. 5 Nasdaq has assured the Commission that these capacity constraints no longer persist, since it is now able to request additional capacity in order to accommodate increased quoting. Thus the Commission believes that lifting the current restrictions on CGQ in exchange-listed securities should not cause a significant impact upon system capacity and data traffic. Furthermore, the Commission notes that various markets have moved towards automated systems to make their markets more efficient. 6 5 *See* Securities Exchange Act Release No. 37619A (September 6, 1996), 61 FR 48290 (September 12, 1996) (“Order Execution Obligations”). 6 *See* Securities Exchange Act Release No. 49749 (February 26, 2004), 69 FR 11126 (March 9, 2004) (“Proposed Regulation NMS”). In addition, the Commission notes that permitting automated generation of quotations will likely contribute to more accurate and informative quotations because market makers are able to use automated measures to produce accessible quotations that add value to the market without limitation. Permitting the use of CGQ by market makers allows them to utilize technology to fulfill their quotation obligations efficiently. Moreover, allowing market makers to utilize technology in this manner reduces any competitive disadvantage that the previous auto-quote ban may have created, with the potential to benefit investors by improving liquidity, transparency, and order interaction in the Nasdaq Market Center. Section 8(d)(ii) of the Intermarket Trading System (“ITS”) Plan governs the adoption and implementation of trade-through rules by ITS Participants. In February 2000, the Commission granted NASD an exemption from the provisions of the ITS Plan relating to automated quote generation by market makers trading non-Rule 19c-3 and Rule 19c-3 securities, 7 thus allowing market makers to engage in CGQ in exchange-listed securities, under particular circumstances. The Commission has extended the exemption annually since December 2000. 8 In granting the exemption, the Commission determined that the exemption was consistent with the public interest, the protection of investors, the maintenance of fair and orderly markets and the removal of impediments to, and the perfection of the mechanisms of, a national market system because it allowed market makers to continue to participate in the market for non-Rule 19c-3 securities and to compete for order flow in Rule 19c-3 securities. The Commission is not aware of any negative effects from the use of computer generated quotations by Nasdaq market makers during the nearly four year period covered by the Commission's exemption. 7 *See* Letter to Eugene A. Lopez, Senior Vice President, Nasdaq, from Robert L.D. Colby, Deputy Director, Division of Market Regulation (“Division”), Commission, dated February 11, 2000. 8 *See* Letters to Eugene A. Lopez, Senior Vice President, Nasdaq, from Robert L.D. Colby, Deputy Director, Division, Commission dated December 22, 2000, and December 21, 2001; Letter to Eugene A. Lopez, Senior Vice President, Nasdaq, from Alden S. Adkins, Associate Director, Division, Commission, December 31, 2002; and Letter to Eugene A. Lopez, Executive Vice President, Nasdaq, from David S. Shillman, Associate Director, Division, Commission, dated December 23, 2003. For the foregoing reasons, the Commission finds that the proposed rule change is consistent with the provisions of section 15A of the Act 9 in general, and section 15A(b)(6) of the Act, 10 which requires that the rules of the NASD foster cooperation and coordination with persons engaged in facilitating transactions in securities and remove impediments to and perfect the mechanism of a free and open market. 9 15 U.S.C. 78 *o* -3. 10 15 U.S.C. 78 *o* -3(b)(6). IV. Conclusion It is therefore ordered, Pursuant to section 19(b)(2) of the Act 11 the proposed rule change (SR-NASD-2004-107) is approved. 11 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 12 Margaret H. McFarland, Deputy Secretary. 12 17 CFR 200.30-3(a)(12). [FR Doc. E4-3301 Filed 11-22-04; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-50677; File No. SR-PCX-2004-108] Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of Proposed Rule Change by the Pacific Exchange, Inc. To Amend the Corporate Governance Requirements for PCX Listed Companies November 16, 2004. 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 November 15, 2004, the Pacific Exchange, Inc. (“PCX” 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 prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. The proposed rule change has been filed by PCX as a “non-controversial” rule change under Rule 19b-4 under the Act, 3 which renders the proposal effective upon filing with the Commission. 4 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. 3 *Id.* 4 17 CFR 240.19b-4(f)(6). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Pacific Exchange, Inc. (“PCX” or “Exchange”), through its wholly owned subsidiary PCX Equities, Inc. (“PCXE”) is proposing to amend its Corporate Governance and Disclosure Policies. The proposed changes will amend certain director independence standards so that immediate family members of a director are only included in the standards if they are executive officers of the listed company. The Exchange also proposes to allow dually listed companies to apply the independence standards of other self-regulatory organizations (“SROs”) in limited situations. The text of the proposed rule change is set forth below. Proposed new language is in *italics;* proposed deletions are in brackets. Rules of the PCX Equities, Inc. Rule 5 Listings ¶ 7956R Corporate Governance and Disclosure Policies Rule 5.3-5.3(k)(1)—No Change. Rule 5.3(k)(1)(A)—A director who is an employee or former employee, *or whose immediate family member is an executive officer,* of the listed company whose employment ended within the past three years. Rule 5.3(k)(1)(B)-(D)—No Change. Rule 5.3(k)(1)(E)—A director who is an executive officer or an employee, or whose immediate family member is an executive officer, of a company that makes payments to, or receives payments from, the listed company for property or services in an amount which, in any single fiscal year, exceeds the greater of $200,000 or 5% of such other company's consolidated gross revenues, is not “independent” until three years after falling below such threshold. For purposes of this rule, charitable organizations shall not be considered “companies”, provided however that a listed company shall disclose in its annual proxy statement, or if the listed company does not file an annual proxy statement, in the company's annual report on Form 10-K filed with the SEC, any charitable contributions made by the listed company to any charitable organization in which a director serves as an executive officer if, within the preceding three years, contributions in any single fiscal year exceeded the greater of $200,000 or 5% of such charitable organization's consolidated gross revenues. *At any time, however, when an issuer has a class of securities that is listed on a national securities exchange or national securities association other than the Corporation and is subject to requirements substantially similar to those set forth in this Section 5.3(k)(1)(E) the issuer shall not be required to separately meet the requirements set forth above. Governance requirements of other markets will be considered to be substantially similar to the requirements above if they are adopted by the New York Stock Exchange or the National Association of Securities Dealers (for the Nasdaq National Market or Small Cap Market).* Rule 5.3(k)(1)(F)—A director who receives, or whose immediate family member *is an executive employee* who receives, more than $100,000 per year in direct compensation from the listed company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). Such director shall not be independent until three years after he or she ceases to receive more than $100,000 per year in such compensation. Rule 5.3(k)(1)(G)-5.3(k)(6)—No Change. 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 PCX 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 self-regulatory organization 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 purpose of this rule change is to make certain modifications to the Exchange's Corporate Governance and Disclosure Policies. With regard to PCX Rule 5.3(k)(1)(A) and 5.3(k)(1)(F), the proposed changes will amend director independence standards so that immediate family members of a director are only included in the standards if they are executive officers of the listed company. 5 The Exchange also proposes to allow, in the limited situation of Rule 5.3(k)(1)(E), dually listed companies to apply the independence standards of other SROs. The proposed changes to Rules 5.3(k)(1)(A) and 5.3(k)(1)(F) will eliminate certain inconsistencies between the Exchange's rules and those of other national securities exchanges or national securities associations. The proposed change to Rule 5.3(k)(1)(E) will allow dually listed issuers to apply one uniform test to determine independence of their directors regardless of how many SROs list their security. 5 As revised by the proposed rule change, these provisions will be similar to Sections 303A.02(b)(i) and (b)(ii) of the NYSE Listed Company Manual. Telephone conversation between Steven B. Matlin, Senior Attorney, Regulatory Policy, PCX, and Geoffrey Pemble, Special Counsel, Division, Commission, on November 16, 2004. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with section 6(b) of the Act 6 in general, and furthers the objectives of section 6(b)(5) of the Act 7 in particular, because it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of change, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, and to remove impediments to and perfect the mechanism of a free and open market and a national market system. 6 6 15 U.S.C. 78f(b). 7 15 U.S.C. 78f(b)(5). 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 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 Written comments on the proposed rule change were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The proposed rule change has been designated by PCX as a “non-controversial” rule change pursuant to section 19(b)(3)(A) of the Act 8 and subparagraph (f)(6) of Rule 19b-4 thereunder. 9 8 15 U.S.C. 78s(b)(3)(A). 9 17 CFR 240.19b-4(f)(6). The foregoing proposed rule change:

(1)Does not significantly affect the protection of investors or the public interest,

(2)does not impose any significant burden on competition, and

(3)by its terms does not become operative for 30 days after the date of this filing, or such shorter time as the Commission may designate, if consistent with the protection of investors and the public interest. Furthermore, the PCX gave the Commission written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change. Consequently, the proposed rule change has become effective pursuant to section 19(b)(3)(A) of the Act 10 and Rule 19b-4(f)(6) thereunder. 11 10 15 U.S.C. 78s(b)(3)(A). 11 17 CFR 240.19b-4(f)(6). 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 ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File No. SR-PCX-2004-108 on the subject line. Paper Comments • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. All submissions should refer to File No. SR-PCX-2004-108. 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 Section, 450 Fifth Street, NW., Washington, DC 20549. Copies of such filing also will be available for inspection and copying at the principal office of the PCX. 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-PCX-2004-108 and should be submitted on or before December 14, 2004. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 12 Margaret H. McFarland, Deputy Secretary. 12 17 CFR 200.30-3(a)(12). [FR Doc. E4-3297 Filed 11-22-04; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-50676; File No. SR-Phlx-2004-67] Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating To Assessing Index Option Charges for FXI Options November 16, 2004. 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 19, 2004, the Philadelphia Stock Exchange, Inc. (“Phlx” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the Phlx. On November 16, 2004, the Exchange filed Amendment No. 1 to the proposed rule change. 3 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. 3 Amendment No. 1 made a minor technical change to the proposed Summary of Index Option and FXI Options Charges. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Phlx proposes to amend its Summary of Index Option Charges fee schedule to include options listed on the iShares FTSE/Xinhua China 25 Index Fund (“FXI Options”), 4 an exchange-traded fund (“ETF”). Specifically, the Exchange proposes to charge transactions involving FXI Options according to the Exchange's Summary of Index Option Charges, as opposed to the fees set forth in the Exchange's Summary of Equity Option Charges. 4 The Exchange started listing and trading FXI Options, a product that is an equity option, on October 19, 2004. The Exchange also proposes to delete references on its fee schedule to the Specialist Unit Fixed Monthly Fee (“fixed monthly fee”), as that fee is no longer in effect. 5 5 The fixed monthly fee was in effect for transactions settling through August 31, 2004. *See* Securities Exchange Act Release Nos. 49467 (March 24, 2004), 69 FR 17017 (March 31, 2004) (SR-Phlx-2004-17); 49693 (May 12, 2004), 69 FR 28974 (May 19, 2004) (SR-Phlx-2004-30); and 50229 (August 23, 2004), 69 FR 52953 (August 30, 2004) (SR-Phlx-2004-42). The proposal to include the FXI options in the Exchange's Summary of Index Options is effective for transactions settling on or after October 19, 2004. The text of the proposed rule change, including the Exchange's Summary of Equity Option Charges, Summary of Index Option Charges, and fixed monthly fee schedule is available at the Phlx and at the Commission. 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 Phlx 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 Phlx 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 purpose of the proposed rule change is to charge for the FXI Options in the same manner that the Exchange charges for index options. The Exchange believes that charging for FXI Options according to the rates set forth in the Exchange's Summary of Index Option Charges is reasonable for these types of products because the higher charges should help defray some of the license fees incurred by the Exchange in connection with the listing and trading of FXI Options. The purpose of the proposed rule change as it relates to deleting references to the fixed monthly fee is to update the Exchange's fee schedule to accurately reflect the fees currently charged by the Exchange. 2. Statutory Basis The Exchange believes that its proposal to amend its schedule of dues, fees and charges is consistent with section 6(b) of the Act 6 in general, and furthers the objectives of section 6(b)(4) of the Act 7 in particular, in that it provides for an equitable allocation of reasonable dues, fees, and other charges among Exchange members. 6 15 U.S.C. 78f(b). 7 15 U.S.C. 78f(b)(4). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any inappropriate 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 either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The proposed rule change has been designated as a fee change pursuant to section 19(b)(3)(A)(ii) of the Act 8 and Rule 19b-4(f)(2) thereunder. 9 Accordingly, the proposal has become effective upon filing with the Commission. 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. 10 8 15 U.S.C. 78(s)(b)(3)(A)(ii). 9 17 CFR 240.19b-4(f)(2). 10 For purposes of calculating the 60-day abrogation period, the Commission considers the proposal to have been filed on November 15, 2004, the date the Phlx filed Amendment No. 1. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change, as amended, 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-Phlx-2004-67 on the subject line. Paper Comments • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. All submissions should refer to File Number SR-Phlx-2004-67. 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. Copies of the filing also will be available for inspection and copying at the principal office of the Phlx. 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-Phlx-2004-67 and should be submitted on or before December 14, 2004. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 11 11 17 CFR 200.30-3(a)(12). Margaret H. McFarland, Deputy Secretary. [FR Doc. E4-3298 Filed 11-22-04; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 50679; File No. SR-Phlx-2004-69] Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of Proposed Rule Change and Amendment No. 1 Thereto by the Philadelphia Stock Exchange, Inc. Relating to Amendments to the Summary of Index Option and FXI Options Charges Fee Schedule November 16, 2004. Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 and Rule 19b-4 2 thereunder, notice is hereby given that on October 29, 2004, the Philadelphia Stock Exchange, Inc. (“Phlx” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by Phlx. On November 16, 2004, Phlx filed Amendment No. 1 to the proposed rule change. 3 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. 3 Amendment No. 1 made clarifying and technical corrections to the proposed changes to the Summary of Index Option and FXI Options Charges fee schedule. *See infra* , note 4. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change Phlx proposes to amend its Summary of Index Option and FXI Options Charges fee schedule to:

(1)Increase the firm option transaction charge from $.15 per contract to $.20 per contract and more clearly identify the types of firm option transaction charges;

(2)assess a $.40 per contract option transaction charge for customer executions (regardless of the premium);

(3)eliminate the block transaction discount for customer executions; and

(4)make minor amendments to the Exchange's Summary of Index Option and FXI Options Charges fee schedule to more accurately reflect current Exchange charges. Specifically, the Exchange will increase the current firm option transaction charge from $.15 per contract to $.20 per contract. The Exchange also proposes to separate the reference to the firm option transaction charge into “firm/proprietary” and “firm/proprietary facilitation” charges (collectively “firm-related transaction charges”) in order to more clearly delineate the specific types of firm-related transaction charges. 4 4 No new types of transactions are being added to the firm-related transaction charges. In Amendment No. 1, Phlx corrected the proposed rule text to include a “+” symbol after the Firm/Proprietary Facilitation option transaction charge to indicate that the associated footnote regarding a maximum fee of $50,000 relates to both firm/proprietary and firm/proprietary facilitation option transaction charges. Amendment No. 1 also made technical corrections to the footnote. The Exchange also proposes to amend the index option transaction charges for customer executions. Currently, the Exchange charges an index option transaction charge for customer executions at two rates: $.20 per contract when the premium 5 is less than $1.00, and $.40 per contract when the premium is $1.00 or over. The Exchange proposes to charge an index option transaction charge of $.40 per contract for all customer executions, regardless of the premium. In addition, the Exchange proposes to eliminate the related block transaction discounts of 15 percent and 25 percent for customer executions of 500 to 999 contracts and 1000 contracts, respectively. 6 5 The premium appears on the Exchange's Summary of Index Option and FXI Options Charges fee schedule as “market value.” 6 The block transaction discounts are available to Phlx members upon submission to the Exchange of a customer option block discount request form with supporting documentation within thirty days of the monthly billing date. In addition, the Exchange proposes to make minor, technical amendments to its Summary of Index Option and FXI Options Charges fee schedule. The proposal would become effective for transactions settling on or after November 1, 2004. The text of the proposed rule change is available at Phlx and at the Commission. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, Phlx 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. Phlx 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 purpose of the proposed rule change is to increase the index option transaction charges as outlined in this proposal, which should, in turn, generate additional revenue for the Exchange. Also, increasing the firm-related transaction charges as described above will make Phlx charges more in line with similar charges imposed by other exchanges. 7 The Exchange proposes to eliminate the block transaction discount as this discount is seldom used by members and has not had the desired effect of promoting and encouraging additional customer market participation. In addition, the purpose of making minor, technical amendments to the Summary of Index Option and FXI Options Charges fee schedule is to more accurately describe the fees that are charged by the Exchange. 8 7 *See* Securities Exchange Act Release No. 42675 (April 13, 2000), 65 FR 21223 (April 20, 2000) (File No. SR-Amex-00-15), and Chicago Board Options Exchange, Inc. Index Options fee schedule dated October 1, 2004, located at *www.cboe.com.* 8 In addition, separating the current firm option transaction charges into two categories of “firm/proprietary” and “firm/proprietary facilitation transaction” fee will correspond to the firm-related transaction charges that appear on the Exchange's Summary of Equity Option Charges. 2. Basis The Exchange believes the proposed rule change is consistent with Section 6 of the Act, 9 in general, and with section 6(b)(4) of the Act, 10 in particular, in that it is an equitable allocation of reasonable dues, fees, and other charges among Exchange members. 9 15 U.S.C. 78f. 10 15 U.S.C. 78f(b)(4). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any inappropriate 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 either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing proposed rule change has become effective pursuant to section 19(b)(3)(A)(ii) of the Act 11 and subparagraph (f)(2) of Rule 19b-4 12 thereunder, because it establishes or changes a due, fee, or other charge. 11 15 U.S.C. 78s(b)(3)(A)(ii). 12 17 CFR 240.19b-4(f)(2). 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. 13 13 *See* 15 U.S.C. 78s(b)(3)(C). 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-Phlx-2004-69 on the subject line. Paper Comments • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. All submissions should refer to File Number SR-Phlx-2004-69. 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. Copies of the filing also will be available for inspection and copying at the principal office of Phlx. 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-Phlx-2004-69 and should be submitted on or before December 14, 2004. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 14 14 17 CFR 200.30-3(a)(12). Margaret H. McFarland, Deputy Secretary. [FR Doc. E4-3299 Filed 11-22-04; 8:45 am] BILLING CODE 8010-01-P SMALL BUSINESS ADMINISTRATION [Declaration of Disaster #3628] State of North Carolina (Amendment #2) In accordance with a notice received from the Department of Homeland Security—Federal Emergency Management Agency—effective November 3, 2004, the above numbered declaration is hereby amended to extend the deadline for filing applications for physical damages as a result of this disaster to December 17, 2004. All other information remains the same, *i.e.* , the deadline for filing applications for economic injury is June 20, 2005. (Catalog of Federal Domestic Assistance Program Nos. 59002 and 59008) Dated: November 10, 2004. Herbert L. Mitchell, Associate Administrator for Disaster Assistance. [FR Doc. 04-25939 Filed 11-22-04; 8:45 am]

Connectionstraces to 6

Traces to 6 documents

U.S. Code

CFR