Notices. Notice of Application for Exemption under the Investment Advisers Act of 1940 (“Advisers Act”)

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BILLING CODE 7590-01-P SECURITIES AND EXCHANGE COMMISSION [Rel. No. IA-2362/803-179] Parkland Management Company, L.L.C.; Notice of Application February 24, 2005. AGENCY: Securities and Exchange Commission (“SEC”); Notice of Application. ACTION: Notice of Application for Exemption under the Investment Advisers Act of 1940 (“Advisers Act”). *Applicant:* Parkland Management Company, L.L.C. (“Applicant”). *Relevant Advisers Act Sections:* Exemption requested under section 202(a)(11)(F) from section 202(a)(11). *Summary of Application:* Applicant requests an order declaring it to be a person not within the intent of section 202(a)(11), which defines the term “investment adviser.” *Filing Dates:* The application was filed on December 4, 2003 and amended on June 28, 2004, September 8, 2004, and January 18, 2005. *Hearing or Notification of Hearing:* An order granting the application will be issued unless the SEC orders a hearing.

Interested persons may request a hearing by writing to the SEC's Secretary and serving Applicant with a copy of the request, personally or by mail. Hearing requests should be received by the SEC by 5:30 p.m. on March 21, 2005 and should be accompanied by proof of service on Applicant, in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer's interest, the reason for the request, and the issues contested. Persons may request notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, NW., Washington, DC 20549. Applicant, Parkland Management Company, L.L.C., c/o Leo Krulitz, 1001 Lakeside Avenue, Suite 900, Cleveland, Ohio 44114. FOR FURTHER INFORMATION CONTACT: Daniel S. Kahl, Senior Counsel, or Jamey Basham, Branch Chief, at

(202)942-0719 (Division of Investment Management, Office of Investment Adviser Regulation). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained for a fee at the SEC's Public Reference Branch. Applicant's Representations 1. Applicant was organized as an Ohio corporation in 1987 by the H.R.H. Family Trust (the “Trust”), which owned all of Applicant's outstanding stock. The Trust beneficiaries were certain members of the Harry R. Horvitz and Lois U. Horvitz family. In 1998, Applicant was reorganized as a single member Ohio limited liability company, and in January 2003, ownership was transferred equally to the three children of Harry R. Horvitz and Lois U. Horvitz. 2. Applicant operates as the “family office” for Lois U. Horvitz and

(i)the lineal descendants of Lois and her now-deceased husband Harry R. Horvitz,

(ii)the spouses of those lineal descendants,

(iii)the sister of one such spouse and

(iv)the mother and two children of that sister (collectively the “Family”). In addition to the Family, Applicant's other clients consist of

(i)trusts, partnerships, limited liability companies, corporations, and other entities that both

(A)are wholly-owned or controlled by members of the Family and

(B)were created either for the sole benefit of Family members or for the benefit of both Family members and charitable organizations and

(ii)foundations created by members of the Family (collectively “Clients”). 3. Applicant represents that the “family office” services it provides to Clients include: developing asset allocation strategies; serving as the general partner to three partnerships wholly owned by the Family, which hold investments in private equity funds and hedge funds managed by third parties; recommending investment advisers and monitoring and recommending termination of such advisers; managing cash; preparing financial and tax reports; developing tax planning strategies; implementing estate planning activities; bill paying; travel planning; household staff supervision and payroll administration; and administering grant and scholarship programs for foundations established by the Family. 4. Applicant represents that the fees it receives have not generated, and are not intended to generate, a profit for Applicant. Applicant represents that its fees are structured so that fees it receives from Clients only cover its direct costs and overhead costs. 5. Applicant represents that it does not hold itself out to the public as an investment adviser. Applicant represents that it is not listed in any local telephone book as an investment adviser and is listed in the building directory merely by its name, which does not connote investment advisory activities. Applicant represents that it does not engage in any advertising, attend any investment management-related conferences as a vendor, or conduct any marketing activities whatsoever. 6. Applicant represents that it has no public retail or institutional clients, and has never solicited, and does not plan to solicit or accept clients from the retail or institutional investing public. Applicant further represents that its sole purpose is to serve as a “family office” for the Family, and at no time will it seek or accept investment advisory clients other than Clients. Applicant's Legal Analysis 1. Section 202(a)(11) of the Advisers Act defines the term “investment adviser” to mean any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities . . . .” Section 202(a)(11)(F) of the Advisers Act authorizes the SEC to exclude from the definition of “investment adviser” persons that are not within the intent of section 202(a)(11). 2. Section 203(a) of the Advisers Act requires investment advisers to register with the SEC. Section 203(b) of the Advisers Act provides exemptions from this registration requirement. 3. Applicant asserts that it does not qualify for any of the exemptions provided by section 203(b). Applicant also asserts that it is not prohibited from registering with the SEC under Section 203A(a) because it has assets under management of not less than $25,000,000. 4. Applicant requests that the SEC declare it to be a person not within the intent of section 202(a)(11). Applicant states that there is no public interest in requiring it to be registered under the Advisers Act. Applicant states that it is a private organization that was formed to be the “family office” for the Family. Applicant represents that all of its clients are either members of the Family or are entities created by or for the benefit of the Family. Applicant states that it has no public clients in the sense of retail or institutional investors, and that it has no plans to solicit or accept clients from the retail or institutional public. Applicant also states that it does not hold itself out to the public as an investment adviser, does not engage in any advertising, or attend investment management-related conferences as a vendor or conduct any marketing activities. Applicant asserts that serving as the “family office” for the Family has been, is, and will continue to be the sole purpose for its existence and operation. For the SEC, by the Division of Investment Management, under delegated authority. Margaret H. McFarland, Deputy Secretary. [FR Doc. E5-826 Filed 3-1-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. IC-26775; 812-13168] Boston Safe Advisors, Inc., et al.; Notice of Application and Temporary Order February 24, 2005. AGENCY: Securities and Exchange Commission (“Commission”). ACTION: Temporary order and notice of application for a permanent order under section 9(c) of the Investment Company Act of 1940 (“Act”). *Summary of Application:* Applicants have received a temporary order exempting them and other companies of which CIBC Mellon Trust Company (“CIBC Mellon”) is or becomes an affiliated person (“Covered Persons”) from section 9(a) of the Act with respect to a securities-related injunction entered against CIBC Mellon on February 24, 2005 by the U.S. District Court for District of Columbia (the “Injunction”) until the Commission takes final action on an application for a permanent order. Applicants also have applied for a permanent order with respect to the Injunction. *Applicants:* Boston Safe Advisors, Inc., The Boston Company Asset Management LLC, Dreyfus Service Corporation (“Dreyfus Service”), The Dreyfus Corporation, Founders Asset Management LLC, Franklin Portfolio Associates LLC, Mellon Capital Management Corporation, Mellon Equity Associates LLP, Mellon Funds Distributor, L.P. (“Mellon Funds”), Newton Capital Management Limited, Pareto Partners and Standish Mellon Asset Management Company LLC (together, “Applicants,” included in the term Covered Persons). *Filing Date:* The application was filed on February 17, 2005. *Hearing or Notification of Hearing:* An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission's Secretary and serving Applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on March 21, 2005, and should be accompanied by proof of service on Applicants, in the form of an affidavit, or for lawyers, a certificate of service. Hearing requests should state the nature of the writer's interest, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission's Secretary. ADDRESSES: Secretary, Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. Applicants, Mellon Financial Corporation, One Mellon Center, 500 Grant Center, Pittsburgh, Pennsylvania 15258-0001. FOR FURTHER INFORMATION, CONTACT: Shannon Conaty, Attorney-Adviser, or Todd F. Kuehl, Branch Chief, at

(202)551-6809 (Division of Investment Management, Office of Investment Company Regulation). SUPPLEMENTARY INFORMATION: The following is a temporary order and a summary of the application for a permanent order. The complete application may be obtained for a fee at the Commission's Public Reference Branch, 450 Fifth Street, NW., Washington, DC 20549-0102 (telephone

(202)942-8090). Applicants' Representations 1. CIBC Mellon, a Canadian corporation, is engaged in the business of providing transfer agent and corporate trust services. Applicants (other than Dreyfus Service and Mellon Funds) serve as investment adviser or sub-adviser for one or more registered investment companies (“Funds”). Dreyfus Service and Mellon Funds act as the depositor or principal underwriter for certain Funds. 2. On February 24, 2005, the U.S. District Court for the District of Columbia entered the Injunction against CIBC Mellon in a matter brought by the Commission. 1 The Commission alleged in the complaint (“Complaint”) that CIBC Mellon violated sections 5(a)(1) and

(2)of the Securities Act of 1933, sections 10(b), 15(a) and 17A of the Securities Exchange Act of 1934 (“Exchange Act”) and rule 10b-5 under the Exchange Act. The Complaint alleged that CIBC Mellon participated in a fraudulent scheme to promote, distribute and sell the stock of a now defunct Canadian telecommunications company by supplying the perpetrators of the scheme with a virtually limitless supply of purportedly “free trading” stock and that CIBC Mellon failed to register with the Commission as a transfer agent and as a broker-dealer. The Injunction enjoined CIBC Mellon, its agents, servants, employees, attorneys and all persons in active concert or in participation with them from violating the provisions of the federal securities laws cited in the Complaint. Without admitting or denying the allegations in the Complaint, CIBC Mellon consented to the entry of the Injunction as well as the payment of disgorgement and penalties and other equitable relief. 1 *Securities and Exchange Commission* v. *CIBC Mellon Trust Company* , 1:05CV0333 (D.D.C., filed February 24, 2005) (the “Action”). Applicants' Legal Analysis Section 9(a)(2) of the Act, in relevant part, prohibits a person who has been enjoined from engaging in or continuing any conduct or practice in connection with the purchase or sale of a security from acting, among other things, as an investment adviser or depositor of any registered investment company or a principal underwriter for any registered open-end investment company, registered UIT or registered face-amount certificate company. Section 9(a)(3) of the Act makes the prohibition in section 9(a)(2) applicable to a company, any affiliated person of which has been disqualified under the provisions of section 9(a)(2). Section 2(a)(3) of the Act defines “affiliated person” to include any person directly or indirectly controlling, controlled by, or under common control with, the other person. Applicants state that CIBC Mellon is an affiliated person of the Applicants within the meaning of section 2(a)(3) of the Act. Applicants state that the entry of the Injunction would result in Applicants being subject to the disqualification provisions of section 9(a) of the Act. 1. Section 9(c) of the Act provides that the Commission shall grant an application for exemption from the disqualification provisions of section 9(a) if it is established that these provisions, as applied to Applicants, are unduly or disproportionately severe or that Applicants' conduct has been such as not to make it against the public interest or the protection of investors to grant the application. Applicants have filed an application pursuant to section 9(c) seeking a temporary and permanent order exempting the Covered Persons from the disqualification provisions of section 9(a) of the Act. 2. Applicants believe they meet the standard for exemption specified in section 9(c). Applicants state that the prohibitions of section 9(a) as applied to them would be unduly and disproportionately severe and that the conduct of Applicants has been such as not to make it against the public interest or the protection of investors to grant the exemption from section 9(a). 3. The Applicants state that the alleged violations giving rise to the Injunction did not involve any of the Applicants or any Fund. The Applicants also state that no current or former officer or employee of any of the Applicants participated in any way in the conduct giving rise to the Injunction. Additionally, Applicants state that the personnel at CIBC Mellon who were involved in the conduct that forms the basis for the Injunction have had no involvement in providing advisory, sub-advisory or principal underwriting services to the Funds. Applicants state that CIBC Mellon does not serve, nor has it served, as transfer agent to any Fund or as trustee to any registered unit investment trust. 4. Applicants will distribute written materials, including an offer to meet in person to discuss the materials, to the board of directors or trustees of each Fund (each, a “Board”), including the directors who are not “interested persons,” as defined in section 2(a)(19) of the Act, of the Fund, and their independent legal counsel, if any, regarding the Injunction, any impact on the Funds, and this application. Applicants will provide the Boards with all information concerning the Injunction and this application that is necessary for the Funds to fulfill their disclosure and other obligations under the federal securities laws. 5. Applicants state that the inability to continue providing advisory and sub-advisory services to the Funds and the inability to continue serving as principal underwriter to the Funds would result in potentially severe hardships for the Funds and their shareholders. Applicants also assert that, if they were barred from providing services to the Funds, the effect on their businesses and employees would be severe. Applicants state that they have committed substantial resources to establish an expertise in advising and underwriting Funds. 6. A predecessor to Covered Persons, The Boston Company Advisors, Inc., previously was subject to an injunction that triggered section 9(a) and received an exemption under section 9(c). 2 2 *E.F. Hutton & Company Inc, et al.* , Investment Company Act Release Nos. 16401 (May 16, 1988)(notice) and 17036 (Jun. 30, 1989)(order). Applicants' Condition Applicants agree that any order granting the requested relief will be subject to the following condition: Any temporary exemption granted pursuant to the application shall be without prejudice to, and shall not limit the Commission's rights in any manner with respect to, any Commission investigation of, or administrative proceedings involving or against, Applicants, including without limitation, the consideration by the Commission of a permanent exemption from section 9(a) of the Act requested pursuant to the application or the revocation or removal of any temporary exemptions granted under the Act in connection with the application. Temporary Order The Commission has considered the matter and finds that Applicants have made the necessary showing to justify granting a temporary exemption. Accordingly, *It is hereby ordered,* pursuant to section 9(c) of the Act, that the Covered Persons are granted a temporary exemption from the provisions of section 9(a), effective forthwith, solely with respect to the Injunction subject to the condition in the application, until the Commission takes final action on an application for a permanent order. By the Commission. Margaret H. McFarland, Deputy Secretary. [FR Doc. E5-827 Filed 3-1-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. IC-26764; 812-13159] Goldman, Sachs & Co., et al.; Notice of Application and Temporary Order February 23, 2005. AGENCY: Securities and Exchange Commission (“Commission”). ACTION: Temporary order and notice of application for a permanent order under section 9(c) of the Investment Company Act of 1940 (“Act”). *Summary of Application:* Applicants have received a temporary order exempting them from section 9(a) of the Act, with respect to an injunction entered against Goldman, Sachs & Co. (“Goldman Sachs”) on February 8, 2005 by the United States District Court for the Southern District of New York (the “Injunction”), until the Commission takes final action on an application for a permanent order. Applicants also have applied for a permanent order. *Applicants:* Goldman Sachs, Goldman Sachs Asset Management, L.P., Goldman Sachs Asset Management International, and Goldman Sachs Princeton LLC (together, the “Applicants”). 1 1 Applicants request that any relief granted pursuant to the application also apply to any other company of which Goldman Sachs is or hereafter becomes an affiliated person in the future (together with Applicants, “Covered Persons”). *Filing Dates:* The application was filed on January 25, 2005. Applicants have agreed to file an amendment during the notice period, the substance of which is reflected in this notice. *Hearing or Notification of Hearing:* An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission's Secretary and serving Applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on March 21, 2005, and should be accompanied by proof of service on Applicants, in the form of an affidavit, or for lawyers, a certificate of service. Hearing requests should state the nature of the writer's interest, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission's Secretary. ADDRESSES: Secretary, Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. Applicants, c/o Howard Surloff, Esq., Goldman, Sachs & Co., 37th Floor, One New York Plaza, New York, NY 10004. FOR FURTHER INFORMATION, CONTACT: Courtney S. Thornton, Senior Counsel, or Mary Kay Frech, Branch Chief, at 202-551-6821 (Division of Investment Management, Office of Investment Company Regulation). SUPPLEMENTARY INFORMATION: The following is a temporary order and a summary of the application. The complete application may be obtained for a fee at the Commission's Public Reference Branch, 450 Fifth Street, NW., Washington, DC 20549-0102 (telephone 202-942-8090). Applicants' Representations 1. Each Applicant is an investment adviser registered under the Investment Advisers Act 1940 (the “Advisers Act”). Goldman Sachs, a New York limited partnership, is a global investment banking and securities firm. Goldman Sachs is also registered as a broker-dealer under the Securities Exchange Act of 1934 (the “Exchange Act”). Goldman Sachs acts as principal underwriter of certain registered investment companies (“Funds”) and, at the time of the violations alleged in the Complaint (as defined below), served as an adviser and subadviser of certain of the Funds. Each of the other Applicants currently serves as investment adviser or subadviser to one or more of the Funds or expects to serve as investment adviser or subadviser to an investment company whose registration statement has not yet been declared effective. 2. On February 8, 2005, the United States District Court for the Southern District of New York entered the Injunction against Goldman Sachs in a matter brought by the Commission. 2 The Commission alleged in the complaint (“Complaint”) that Goldman Sachs violated Rule 101 of Regulation M under the Exchange Act by attempting to induce, or inducing, certain institutional customers to place orders for shares in the aftermarket for certain initial public offerings (“IPOs”) it underwrote during the restricted period of such IPOs. The alleged violations occurred in connection with certain IPOs underwritten by Goldman Sachs during 1999 and 2000. Without admitting or denying any of the allegations in the Complaint, except as to jurisdiction, Goldman Sachs consented to the entry of the Injunction as well as the payment of a civil penalty of $40 million. 2 *Securities and Exchange Commission* v. *Goldman, Sachs & Co.* , 05 CV 853 (S.D.N.Y. Feb. 8, 2005). Applicants' Legal Analysis 1. Section 9(a)(2) of the Act, in relevant part, prohibits a person who has been enjoined from engaging in or continuing any conduct or practice in connection with the purchase or sale of a security from acting, among other things, as an investment adviser or depositor of any registered investment company or a principal underwriter for any registered open-end investment company, registered unit investment trust or registered face-amount certificate company. Section 9(a)(3) of the Act makes the prohibition in section 9(a)(2) applicable to a company any affiliated person of which has been disqualified under the provisions of section 9(a)(2). Section 2(a)(3) of the Act defines “affiliated person” to include any person directly or indirectly controlling, controlled by, or under common control with, the other person. Applicants state that Goldman Sachs is an affiliated person of each of the other Applicants within the meaning of section 2(a)(3) of the Act because they are under the common control of The Goldman Sachs Group, Inc. Applicants state that, as a result of the Injunction, they would be subject to the prohibitions of section 9(a). 2. Section 9(c) of the Act provides that the Commission shall grant an application for exemption from the disqualification provisions of section 9(a) if it is established that these provisions, as applied to Applicants, are unduly or disproportionately severe or that Applicants' conduct has been such as not to make it against the public interest or the protection of investors to grant the application. Applicants have filed an application pursuant to section 9(c) seeking a temporary and permanent order exempting them from the disqualification provisions of section 9(a) of the Act. 3. Applicants believe they meet the standards for exemption specified in section 9(c). Applicants state that the prohibitions of section 9(a) as applied to them would be unduly and disproportionately severe and that the conduct of Applicants has been such as not to make it against the public interest or the protection of investors to grant the exemption from section 9(a). 4. Applicants state that, to the best of their knowledge, none of their officers or employees who are engaged in the provision of investment advisory or underwriting services to the Funds participated in any way in the conduct underlying the Injunction. Applicants further state that the conduct underlying the Injunction did not involve any Funds. 5. Applicants state that the inability to continue providing advisory services to the Funds (and, with respect to GS Princeton, the investment company for which it anticipates that it will begin to provide investment advisory services when its registration statement is declared effective by the Commission) and the inability to continue serving as principal underwriter to the Funds would result in potentially severe hardships for the Funds and their shareholders. Applicants also state that they have distributed, or will distribute as soon as reasonably practical, written materials, including an offer to meet in person to discuss the materials, to the boards of directors or trustees of the Funds (the “Boards”), including the directors who are not “interested persons,” as defined in section 2(a)(19) of the Act, of such Funds and their independent legal counsel, as defined in rule 0-1(a)(6) under the Act, if any, regarding the Injunction, any impact on the Funds, and the application. The Applicants will provide the Boards with all information concerning the Injunction and the application that is necessary for the Funds to fulfill their disclosure and other obligations under the Federal securities laws. 6. Applicants also assert that, if they were barred from providing services to the Funds, the effect on their businesses and employees would be severe. Applicants state that they have committed substantial resources to establish an expertise in underwriting, advising and subadvising Funds. Applicants recently applied for an exemption pursuant to section 9(c) of the Act for conduct relating to certain research analysts' conflicts of interest. 3 In addition, Goldman Sachs previously sought and received exemptions under section 9(c) of the Act on two occasions. 4 3 Goldman, Sachs & Co., Investment Company Act Release Nos. 26242 (Oct. 31, 2003) (notice and temporary order) and 26603 (Sept. 20, 2004) (permanent order). 4 Goldman, Sachs & Co., Investment Company Act Release Nos. 8342 (May 2, 1974) (notice and temporary order) and 8553 (Oct. 22, 1974) (permanent order); and Goldman, Sachs & Co., Investment Company Act Release Nos. 6189 (Sept. 15, 1970) (notice and temporary order) and 6200 (Sept. 30, 1970) (permanent order). Applicants' Condition Applicants agree that any order granting the requested relief will be subject to the following condition: Any temporary exemption granted pursuant to the application shall be without prejudice to, and shall not limit the Commission's rights in any manner with respect to, any Commission investigation of, or administrative proceedings involving or against, Covered Persons, including without limitation, the consideration by the Commission of a permanent exemption from section 9(a) of the Act requested pursuant to the application or the revocation or removal of any temporary exemptions granted under the Act in connection with the application. Temporary Order The Commission has considered the matter and finds that Applicants have made the necessary showing to justify granting a temporary exemption. Accordingly, it is hereby ordered, pursuant to section 9(c) of the Act, that Covered Persons are granted a temporary exemption from the provisions of section 9(a), effective as of the date of the Injunction, solely with respect to the Injunction, subject to the condition in the application, until the date the Commission takes final action on an application for a permanent order. By the Commission. Margaret H. McFarland, Deputy Secretary. [FR Doc. E5-825 Filed 3-1-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-51242; File No. SR-PCX-2004-131] Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of Proposed Rule Change by the Pacific Exchange, Inc. Relating to FOCD Forms Due Date February 23, 2005. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on December 23, 2004, the Pacific Exchange, Inc. (“PCX” or “Exchange”), through its wholly owned subsidiary PCX Equities, Inc. (“PCXE”), filed with the Securities and Exchange Commission (“Commission” or “SEC”) 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. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The PCX proposes to amend the PCXE rules to change the due date of Financial and Operational Compliance Department (“FOCD”) Forms relating to SEC Rule X-17A-5. The text of the proposed rule change is below. Proposed new language is in italics. Proposed deletions are in brackets. Rules of the Pacific Exchange, Inc. Rule 4—Capital Requirements, Financial Reports, Margins Part II Quarterly Reports Rule 4.5

(c)Two manually signed copies of Part II of SEC Form X-17A-5 shall be filed for each calendar quarter by any OTP Holder or OTP Firm which carries or clears accounts for customers. Such report shall be due by the *seventeenth* [fifteenth] *business* [calendar] day following the end of the calendar quarter being reported upon. Part IIA Quarterly Reports Rule 4.5

(d)Two manually signed copies of Part IIA of SEC Form X-17A-5 shall be filed for each calendar quarter by any OTP Holder or OTP Firm which does not carry or clear accounts for customers. Such report shall be due by the *seventeenth* [fifteenth] *business* [calendar] day following the end of the calendar quarter being reported upon. Part II or Part IIA Filings on Other Than Calendar Quarters Rule 4.5

(e)An OTP Holder or OTP Firm shall file an additional Part II or Part IIA of SEC Form X-17A-5, as appropriate, within *seventeen* [fifteen] *business* [calendar] days after the date selected for the annual audited financial statements of the OTP Holder or OTP Firm, pursuant to the provisions of Rule 4.10, where such date does not coincide with the end of a calendar quarter. Rules of PCX Equities, Inc. Rule 4—Capital Requirements, Financial Reports, Margins Part II Quarterly Reports Rule 4.5

(b)Two manually signed copies of Part II of SEC Form X-17A-5 shall be filed for each calendar quarter by any ETP Holder which carries or clears accounts for customers. Such report shall be due by the *seventeenth* [fifteenth] *business* [calendar] day following the end of the calendar quarter being reported upon. Part IIA Quarterly Reports Rule 4.5

(c)Two manually signed copies of Part IIA of SEC Form X-17A-5 shall be filed for each calendar quarter by any ETP Holder which does not carry or clear accounts for customers. Such report shall be due by the *seventeenth* [fifteenth] *business* [calendar] day following the end of the calendar quarter being reported upon. Part II or Part IIA Filings on Other Than Calendar Quarters Rule 4.5

(e)An ETP Holder shall file an additional Part II or Part IIA of SEC Form X-17A-5, as appropriate, within *seventeen* [fifteen] *business* [calendar] days after the date selected for the annual audited financial statements of the ETP Holder, pursuant to the provisions of Rule 4.10, where such date does not coincide with the end of a calendar quarter. 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 self-regulatory organization 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 Purpose The Exchange proposes to amend PCX Rules 4.5(c)-(e) and PCXE Rules 4.5(b)-(d) to update the due date of Quarterly Reports (SEC Form X-17A-5). The PCX proposes to amend the PCXE rules to adopt new fees for late Financial and Operational Compliance Department (“FOCD”) required forms. The Exchange currently requires that SEC Form X-17A-5 be filed the fifteenth calendar day following the end of the quarter being reported upon. The Exchange proposes to amend the date to the seventeenth business day following the end of the calendar quarter being reported upon. This modification is an administrative change to make the Exchange rule due dates consistent with the filing requirements for such forms set forth in SEC Rule 17a-5. 3 3 17 CFR 240.17a-5. Basis The Exchange believes that the proposal is consistent with Section 6(b) 4 of the Act, in general, and Section 6(b)(4) 5 of the Act, in particular, in that it provides for the equitable allocation of reasonable dues, fees and other charges among its OTP Holders, OTP Firms, ETP Holders, issuers, and other persons using its facilities. 4 15 U.S.C. 78f(b). 5 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 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 foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(iii) 6 of the Act and subparagraph (f)(3) of Act Rule 19b-4 thereunder, 7 because it is concerned solely with the administration of the Exchange. At any time within 60 days of the filing of such proposed rule change, the Commission could have summarily abrogated such rule change if it appeared to the Commission that such action was necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the Act. 6 15 U.S.C. 78s(b)(3)(A)(iii). 7 17 CFR 240.19b-4(f)(3). 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-PCX-2004-131 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-PCX-2004-131. 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. Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing will also be available for inspection and copying at the principal office of the 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 Number SR-PCX-2004-131 and should be submitted on or before March 23, 2005. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 8 8 17 CFR 200.30-3(a)(12). Margaret H. McFarland, Deputy Secretary. [FR Doc. E5-828 Filed 3-1-05; 8:45 am] BILLING CODE 8010-01-P SMALL BUSINESS ADMINISTRATION Region 1—Maine District Advisory Council Public Meeting; Correction The U.S. Small Business Administration, Maine District Advisory Council, located in the geographical area of Augusta, Maine, will be hosting a public meeting to discuss such matters as may be presented by members, staff of the U.S. Small Business Administration, or others present. Previously, the meeting was scheduled for Tuesday, March 22, 2005, and has been canceled for a later date. The meeting has been rescheduled for Wednesday, March 30, 2005, at 10 a.m. The meeting will take place at the U.S. Small Business Administration, Maine District Office, 68 Sewall Street, Room 510, Augusta, Maine. Anyone wishing to attend must contact Mary McAleney in writing or by fax. Mary McAleney, District Director, U.S. Small Business Administration, 68 Sewall Street, Room 512, Augusta, Maine 04330,

(207)622-8386 telephone,

(207)622-8277 fax. Matthew K. Becker, Committee Management Officer. [FR Doc. 05-3984 Filed 3-1-05; 8:45 am]

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