Notices. Notice

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BILLING CODE 7590-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 35-27951] Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”) March 11, 2005. Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to 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 April 4, 2005, 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 April 4, 2005, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

American Transmission Company LLC, et al. (70-10289) American Transmission Company LLC (“ATC”), an electric transmission public-utility company under the Act, ATC Management Inc. (“ATCMI”), a public-utility company and a public-utility holding company exempt from registration under section 3(a)(1) of the Act by rule 2, both located at N19 W23993 Ridgeview Parkway West, Waukesha, WI 53188, and Alliant Energy Corporation (“Alliant”), a registered public-utility holding company and an indirect, partial owner of ATC and ATCMI, located at 4902 N.

Biltmore Lane, Madison, WI 53707 (together, “Applicants”), have filed and application-declaration, as amended (“Application”), with the Commission under sections 6(a) and 7 of the Act and rule 54. Applicants seek up to $100 million in additional financing authority for ATC to refinance or redeem short-term debt securities previously issued and other general corporate purposes, in addition to Applicants' current financing authority under the Commission's July 1, 2004 order (“Omnibus Financing Order”), 1 in an aggregate amount not to exceed $810 million at any one time outstanding, *provided that* the aggregate amount of short-term debt issued will not exceed $200 million at any one time outstanding. 1 *American Transmission Company, et al.* , Holding Co.

Act Release No. 27871. I. Background ATC is an electric transmission company, organized as limited liability company under Wisconsin law, with its sole purpose to plan, construct, operate, maintain and expand transmission facilities, to provide adequate and reliable transmission services and to support effective competition in energy markets. ATC was formed after the State of Wisconsin enacted legislation in 1999, encouraging, among other things, formation of for-profit transmission companies (“Transco Legislation”). 2 ATC is operated and managed by ATCMI, a Wisconsin corporation that also owns a nominal interest in ATC. 3 2 *See generally* , *Alliant Energy Corporation* , *et al.* , Holding Co.

Act Release No. 27331 (Dec. 29, 2000). Applicants state that ATC is obliged, under the Transco Legislation, to construct, operate, maintain and expand its transmission facilities to provide adequate, reliable transmission service under an open-access transmission tariff. Applicants further state that ATC offers certain key benefits to its owners, *i.e.* , the elimination of rate “pancaking” among ATC members” transmission systems; one-stop shopping for transmission and wholesale distribution service over multiple transmission systems; the reduction of operational barriers within the ATC service area; and the transfer of ownership of the transmission assets from vertically integrated utilities that will facilitate functional unbundling, among other things.

Applicants state also that, effective February 1, 2002, ATC transferred operational control of its facilities to the Midwest Independent Transmission System Operator, Inc. 3 ATC, as a Wisconsin limited liability company, may elect to be “member-managed” or “manager-managed” and ATC elected to be managed by ATCMI. Applicants state that ATCMI is structured as a corporation, rather than a limited liability company, to facilitate access to the public markets, including any potential public offering of ATCMI.

ATC was formed, in January 2001, by five public-utility holding companies (or certain of their subsidiaries) 4 with service areas in Wisconsin and adjacent areas in Illinois and Michigan. The five initial members were

(1)Alliant (through its subsidiaries Wisconsin Power and Light Company (“WPL”) and South Beloit Water, Gas and Electric Company (“South Beloit”)), 5

(2)Wisconsin Energy Corp. (through its subsidiaries Wisconsin Electric Power Company and Edison Sault Electric Company), 6

(3)Madison Gas and Electric Company, 7

(4)WPS Resources Corporation (through its subsidiary Wisconsin Public Service Corp.), 8 and

(5)WPPI. 9 By December 31, 2003, ATC had 21 additional investors. 10 4 Of the five companies, four are investor-owned companies and they (either directly or through subsidiaries) transferred ownership and operation of their transmission assets to ATC in exchange for an ownership interest. The fifth, Wisconsin Public Power Inc. (“WPPI”), a Wisconsin municipal electric company, contributed cash in exchange for an equity interest in ATC proportional to its members' load ratio share in Wisconsin. 5 *See Alliant Energy Corp* ., note 2 above. WPL and South Beloit are both subsidiary companies of Alliant. WPL contributed transmission assets to ATC, but member units were issued for the assets to WPL's subsidiary, WPL Transco LLC. 6 *Wisconsin Energy Corp* ., Holding Co. Act Release No. 27329 (Dec. 28, 2000). Wisconsin Energy Corp., dba We Energies, is an exempt holding company under the Act. 7 *Madison Gas and Electric Co* ., Holding Co. Act Release No. 27326 (Dec. 28, 2000). Madison Gas and Electric Company is a public-utility company and an exempt holding company under the Act. 8 *WPS Resources Corporation* , Holding Co. Act Release No. 27330 (Dec. 28, 2000). Wisconsin Public Service Corporation (“WPS”) is an exempt public-utility company under the Act and a subsidiary of WPS Resources Corporation, an exempt holding company under the Act. WPS contributed transmission assets to ATC, but member units were issued for the assets to WPS Investments, LLC. 9 Wisconsin Public Power Inc. is not subject to regulation by reason of section 2(c) of the Act. 10 Eighteen more contributors invested transmission assets and/or cash in ATC (including twelve municipal utilities, four cooperatives, one public power entity and one investor-owned utility) in June 2001. Two members joined ATC on December 31, 2002, and a third member joined on December 31, 2003. Applicants' proposal, as noted above, is for certain financing authority of up to $100 million in addition to a previous authorization given by the Omnibus Financing Order, in which the Commission authorized, generally, the following financing transactions through June 30, 2005 (“Authorization Period”): 11 11 *See* note 1 above.

(i)ATC to issue debt securities in an aggregate amount not to exceed $710 million at any one time outstanding during the Authorization Period, *provided that* the aggregate amount of short-term debt issued pursuant to the requested authority will not exceed $200 million at any one time outstanding during the Authorization Period;

(ii)ATC to issue member interests and ATCMI to issue equity interests and preferred securities in an aggregate amount of $500 million at any one time outstanding during the Authorization Period, *provided that* the aggregate amount of member interests and Class A and Class B shares outstanding at any one time during the Authorization Period will not exceed $393 million plus the value at that time of the member interests and Class A and Class B shares outstanding as of the date of the Omnibus Financing Order;

(iii)ATC and ATCMI to provide guarantees and other credit support in an aggregate amount not to exceed $125 million outstanding at any one time during the Authorization Period;

(iv)ATC and ATCMI to enter into various interest rate hedging transactions; and

(v)ATC and ATCMI to undertake transactions to extend the terms of or replace, refund or refinance existing obligations, as well as the issuance of new obligations in exchange for existing obligations. II. The Current Financing Proposal Applicants now seek up to $100 million in additional authority for ATC in an aggregate amount not to exceed $810 million in long-term debt securities at any one time outstanding, *provided that* the aggregate amount of short-term debt issued will not exceed $200 million at any one time outstanding. Applicants state that the proceeds from the sale of securities in the proposed external financing transactions will be used for the refinancing or redemption of short-term debt securities previously issued by ATC and other general corporate purposes. Applicants also propose that this additional authorization will be subject to the restrictions specified in the Omnibus Financing Order. 12 Applicants state, among other things,

(i)the maturity of long-term debt will not exceed fifty years;

(ii)any debt security issued will have the designation, aggregate principal amount, interest rate(s) (or methods of determining interest rates), terms of payment of interest, collateral, redemption provisions, non-refunding provisions, sinking fund terms, conversion or put terms and other terms and conditions as ATC might determine at the time of issuance, *provided that* , in no event, however, will the interest rate on long-term debt exceed 500 basis points over the yield-to-maturity of a U.S. Treasury security having a remaining term approximately equal to the average life of the debt; and

(iii)the underwriting fees, commissions or other similar remuneration paid in connection with the non-competitive issue, sale or distribution of securities under this Application will not exceed 7% of the principal or total amount of the securities being issued. 12 *See* note 1 above. Applicants also represent that ATCMI and ATC each has and will maintain common equity of at least 30% of its consolidated capitalization (common equity, preferred stock, long-term and short-term debt). Applicants further represent that no security may be issued in reliance upon the requested order, unless:

(i)The security to be issued, if rated, is rated investment grade;

(ii)all outstanding rated securities of the issuer are rated investment grade; and

(iii)all outstanding rated securities of ATCMI are rated investment grade. Applicants state that ATC will notify the Commission within five

(5)business days of becoming aware of any downgrade in the securities of any registered holding company in the Alliant system and that the notice shall include a statement of whether the downgrade will affect ATC's access to capital markets. ATC is not a wholly-owned subsidiary of Alliant. Applicants state that, unlike other subsidiaries of registered holding companies, ATC is only partially owned by Alliant and has a number of other equity investors that each hold over 10% of ATC and ATCMI. Applicants further state that ATC finances on its own balance sheet without credit support from Alliant or any other upstream owners and that ATC maintains an arm's length relationship with Alliant and is not privy to any “inside” information. All information regarding Alliant in this Application comes from Alliant's public filings. For purposes of this condition, a security will be considered rated investment grade if it is rated investment grade by at least one nationally recognized statistical rating organization, as that term is used in paragraphs (c)(2)(vi)(E),

(F)and

(H)of rule 15c3-1 under the Securities Exchange Act of 1934. Applicants request that the Commission reserve jurisdiction over the issuance by ATC LLC of any securities that are rated below investment grade. Applicants further request that the Commission reserve jurisdiction over the issuance of any guarantee or other securities at any time that the conditions set forth in clauses

(i)through

(iii)above are not satisfied. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Jill M. Peterson, Assistant Secretary. [FR Doc. E5-1166 Filed 3-16-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-51361; File No. SR-CBOE-2005-10] Self-Regulatory Organizations; Chicago Board Options Exchange, Inc.; Notice of Filing of Proposed Rule Change To Revise Certain Membership Rules Related to the Testing and Orientation Requirements for Nominees of Member Organizations Approved Solely as Clearing Members March 11, 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 January 25, 2005, the Chicago Board Options Exchange, Inc. (“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 CBOE. 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 CBOE proposes to revise certain membership rules related to the testing and orientation requirements for certain members and to make certain other non-substantive changes. Below is the text of the proposed rule change. Proposed new language is in italics, proposed deletions are in brackets. Rule 3.2. Qualifications and Membership Statuses of Individual Members

(a)No change.

(b)The individual membership statuses that are approved by the Membership Committee (along with the primary Exchange Rule that provides for such approval if it is not Rule 3.9) include:

(i)owner[*];

(ii)lessor[*];

(iii)lessee[*];

(iv)Chicago Board of Trade exerciser[*];

(v)sole proprietor[*];

(vi)individual with a membership that has been registered for a member organization[*];

(vii)nominee of a member organization[*];

(viii)Market-Maker (Rule 8.2);

(ix)Floor Broker (Rule 6.71);

(x)member eligible to trade securities traded pursuant to Chapter XXX (Rule 30.2); and

(xi)Trust Member (Rule 3.25). [Those individual membership statuses noted with an asterisk are also referred to in the Rules as membership capacity statuses. ]

(c)No change * * * Interpretations and Policies: No change. Rule 3.3. Qualifications and Membership Statuses of Member Organizations

(a)No change

(b)The member organization membership statuses that are approved by the Membership Committee (along with the primary Exchange Rule that provides for such approval if it is not Rule 3.9) include:

(i)owner[*];

(ii)lessor[*];

(iii)lessee[*];

(iv)member organization for which an individual member has registered his or her membership[*];

(v)member organization approved to transact business with the public[*] (Rule 9.1);

(vi)Clearing Member; and

(vii)order service firm[*] (Rule 6.77). [Those individual membership status noted with an asterisk are also referred to in the Rules as membership capacity statuses.] (c)-(d) No change. * * * Interpretations and Policies: No change Rule 3.8. Nominees and Members Who Register Their Memberships for Member Organizations (a)(i)-(ii) No change

(iii)each nominee of a member organization designated pursuant to subparagraph (a)(i) of this Rule, *except for a nominee of a member organization approved solely as a Clearing Member and/or to transact business with the public pursuant to Rule 9.1,* is required to have an authorized trading function[, except that a nominee of a member organization that is approved solely to transact business with the public pursuant to Rule 9.1 is not required to comply with this requirement]; (iv)-(v) No change. (b)-(g) No change. * * * Interpretations and Policies: 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, 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. CBOE 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 proposed rule change makes certain clarifications to the Exchange's membership rules that relate to membership status categories. The Exchange is also proposing to amend its rules to provide an exemption from the general requirement that nominees of member organizations be required to attend the Exchange's Member Orientation Program and to pass the Exchange's Trading Member Qualification Exam. The Exchange proposes to clarify certain information set forth in Exchange Rules 3.2(b) and 3.3(b) by removing the explanatory information relating to “membership capacity statuses.” The membership capacity statuses in Rules 3.2(b) and 3.3(b) delineate the membership classifications that member individuals and firms may have on the Exchange. In addition, asterisks are attached to certain membership capacity statuses in Rules 3.2(b) and 3.3(b). Rules 3.2(b) and 3.3(b) explain that the membership statuses noted with an asterisk are referred to in the Exchange rules as membership capacity statuses. In practice, this simply means that a membership applicant must elect on the Exchange's membership application form one of the statuses designated with an asterisk. Since the material related to the asterisks, and the asterisks themselves, only reflect internal Exchange procedures for categorizing its members, the proposed deletions reflect technical changes that are intended to simplify Exchange rules. The Exchange proposes to revise Exchange Rule 3.8(a)(iii) to provide that a nominee of a member organization approved solely as a Clearing Member is not required to have an authorized trading function. The effect of the proposed rule is to eliminate the requirement that a nominee of a Clearing Member be required to attend the Exchange's Member Orientation Program and to pass the Exchange's Trading Member Qualification Exam. Nominees of Clearing Members originally were required to attend the Exchange's Member Orientation Program and pass the Member Qualification Exam because Exchange Clearing Members generally engaged in both clearing and trading activities. A Clearing Member conducting trading activities would have been required to have a nominee on the Exchange trading floor acting as a Floor Broker and/or Market-Maker. Certain Exchange Clearing Members have disposed of their trading activities and currently only engage in clearing activities on the Exchange. The proposed rule is intended to accommodate Clearing Members that only engage in clearing activities and do not otherwise engage in trading activities. Clearing Members that wish to engage in trading activities on the Exchange would still be required to designate a nominee who has an authorized trading function, and therefore would have to attend the Exchange's Member Orientation Program and to pass the Exchange's Trading Member Qualification Exam. 2. Statutory Basis CBOE believes that the proposed rule change is consistent with the provisions of Section 6(b) of the Act, 3 in general, and with Section 6(b)(5) of the Act, 4 in particular, which requires that CBOE rules be designed to promote just and equitable principles of trade, to prevent fraudulent and manipulative acts and, to protect investors and the public interest. 3 15 U.S.C. 78f(b). 4 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition CBOE 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 No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action 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 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, 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-2005-10 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-2005-10. 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 such 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-2005-10 and should be submitted on or before April 7, 2005. 5 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 5 J. Lynn Taylor, Assistant Secretary. [FR Doc. E5-1165 Filed 3-16-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-51359; File No. SR-NSCC-2004-07] Self-Regulatory Organizations; National Securities Clearing Corporation; Order Granting Approval of a Proposed Rule Change To Amend the Membership Standards Required of Insurance Companies March 11, 2005. I. Introduction On October 26, 2004, the National Securities Clearing Corporation (“NSCC”) filed with the Securities and Exchange Commission (“Commission”) proposed rule change File No. SR-NSCC-2004-07 pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”). 1 Notice of the proposed rule change was published in the **Federal Register** on January 24, 2005. 2 No comment letters were received. For the reasons discussed below, the Commission is now granting approval of the proposed rule change. 1 15 U.S.C. 78s(b)(1). 2 Securities Exchange Act Release No. 34-51035 (January 13, 2005), 70 FR 3413. II. Description The proposed rule change amends NSCC's Rules regarding the membership standards required of insurance companies. As a general matter, the current membership standards for insurance companies are based in part on ratings provided by rating agencies. The proposed rule replaces these standards in relevant part with a measure based on Risk-Based Capital (“RBC”) ratios. The RBC model was developed by the National Association of Insurance Commissioners (“NAIC”), the organization of insurance regulators from the 50 States, the District of Columbia, and the four U.S. territories. State insurance regulators created the NAIC in 1871 to address the need to coordinate regulation of multistate insurers. The NAIC has developed uniform financial reporting by insurance companies and an RBC model. The NAIC's RBC model is designed to calculate the minimum amount of capital that an insurer needs to support its overall business operations based on the degree of risk taken by the insurer and to protect the policyholders and business against adverse developments. Currently substantially all of the U.S. State insurance jurisdictions have adopted laws, regulations, or bulletins that are considered to be substantially similar to the NAIC's RBC for Insurers Model Act. The calculation of the RBC ratio is based on an insurer's Total Adjusted Capital (“TAC”). TAC is comprised primarily of capital plus surplus divided by a capital level determined by the RBC formula called the Authorized Control Level Risk-Based Capital (“ACL RBC”). The ACL RBC is comprised of asset risk, credit risk, underwriting risk, and business risk. In general, State regulatory authorities require no corrective action so long as an insurance company maintains an RBC ratio over 200%. NSCC's membership requirement would be an RBC ratio of 250% as derived from financial data reported by the insurance company to its State regulatory authority as part of its annual statutorily-required financial statements. All current insurance company members of NSCC would meet the proposed 250% requirement. Insurance companies will be required to submit the relevant data to NSCC on an annual basis at which time their compliance with the minimum standard will be reviewed by NSCC. In addition, any insurance company that fell below the 250% ratio during the course of the year will be required to notify NSCC immediately of this fact. NSCC believes that the RBC standard is preferable to the existing NSCC requirements of using third-party ratings for the following reasons. First, the RBC standard should accurately represent the financial strength of an insurer because the RBC system is based on statutorily-required financial statements and it takes into account asset risks, credit risks, underwriting and pricing risks and the risk that the return from assets are not aligned with the requirements of the company's liabilities and general business risk. Second, the RBC standard is the industry benchmark. Third, the information needed to calculate the RBC ratio is readily available in the statutorily-required financial statements, which are to be provided to NSCC annually. III. Discussion Section 17A(b)(3)(F) of the Act requires among other things that the rules of a clearing agency be designed to assure the safeguarding of securities and funds in its custody or control or for which it is responsible. 3 The Commission finds that NSCC's proposed rule change is consistent with this requirement because it enhances NSCC's standards of financial responsibility applicable to insurance companies and therefore should help NSCC protect itself and its members from undue risk. 3 15 U.S.C. 78q-1(b)(3)(F). IV. Conclusion On the basis of the foregoing, the Commission finds that the proposed rule change is consistent with the requirements of the Act and in particular Section 17A of the Act and the rules and regulations thereunder. *It is therefore ordered* , pursuant to Section 19(b)(2) of the Act, 4 that the proposed rule change (File No. SR-NSCC-2004-07) be and hereby is approved. 4 15 U.S.C. 78s(b)(2). For the Commission by the Division of Market Regulation, pursuant to delegated authority. 5 5 17 CFR 200.30-3(a)(12). Jill M. Peterson, Assistant Secretary. [FR Doc. E5-1163 Filed 3-16-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-51363; File No. SR-NSCC-2005-01] Self-Regulatory Organizations; National Securities Clearing Corporation; Notice of Filing of Proposed Rule Change To Amend Its Operational Capability Requirement for Membership March 11, 2005. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 notice is hereby given that on January 19, 2005, the National Securities Clearing Corporation (“NSCC”) 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 NSCC. 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 The purpose of this proposed rule change is to amend NSCC's Rules and Procedures regarding the operational capability requirement for membership. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, NSCC 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. NSCC has prepared summaries, set forth in sections (A), (B), and

(C)below, of the most significant aspects of these statements. 2 2 The Commission has modified the text of the summaries prepared by NSCC.

(A)Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change NSCC is proposing to amend Section I(A)(3) of Addendum B and Addendum I, Section I(3) of Addendum Q, and Section I(2) of Addendum R of NSCC's Rules and Procedures concerning the operational capability requirements of applicants for membership. NSCC's current rules specify that an applicant must “have adequate personnel capable of handling transactions with the Corporation [NSCC] and adequate physical facilities, books and records and procedures to fulfill anticipated commitments to and to meet the operational requirements of the Corporation [NSCC].” NSCC believes that these provisions may be interpreted to impose upon NSCC an obligation to make determinations with respect to these particular aspects of members' operational capability. NSCC ordinarily leaves such determinations to the members' designated examining authorities. The operational capability that NSCC ordinarily focused upon during the application process is the applicant's ability to appropriately communicate with NSCC; that is, the applicant's ability to input data to NSCC and to receive output from NSCC on a timely and accurate basis. NSCC believes that it is appropriate to clarify these sections of the rules so that they reflect the practices of NSCC and so that there will be no misunderstandings as to their meaning. The text of the above-referenced sections of NSCC's Rules would be amended to delete references to adequate personnel and adequate facilities, books, and records that are extraneous to the ability of applicants to communicate with NSCC. In place, these sections will state that an applicant must “be able to satisfactorily communicate with the Corporation [NSCC] * * *.” NSCC will continue to retain the right to examine any aspect of an applicant's or member's business pursuant to the provisions of NSCC Rule 15. NSCC believes that the proposed rule change is consistent with the requirements of Section 17A of the Act 3 and the rules and regulations thereunder applicable to NSCC because the proposed rule change will clarify NSCC's rules and procedures with regard to requirements imposed on applicants for membership. By eliminating a potential misinterpretation of its membership requirements, NSCC believes that it will thereby provide enhanced protections to NSCC and its members and will assist NSCC in assuring the safeguarding of funds and securities in NSCC's control or for which NSCC is responsible. 3 15 U.S.C. 78q-1.

(B)Self-Regulatory Organization's Statement on Burden on Competition NSCC 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. NSCC will notify the Commission of any written comments received by NSCC. 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-NSCC-2005-01 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-NSCC-2005-01. 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 NSCC and on NSCC's Web site at *http://www.nscc.com/legal* . 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-NSCC-2005-01 and should be submitted on or before April 7, 2005. For the Commission by the Division of Market Regulation, pursuant to delegated authority. Jill M. Peterson, Assistant Secretary. [FR Doc. E5-1164 Filed 3-16-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34—51358; File Nos. SR-NYSE-2004-24; SR-NASD 2004-141] Self-Regulatory Organizations; Notice of Filing of Proposed Rule Changes by the New York Stock Exchange, Inc., and the National Association of Securities Dealers, Inc., To Prohibit Participation by a Research Analyst in a Road Show Related to an Investment Banking Services Transaction and To Require Certain Communications About an Investment Banking Services Transaction To Be Fair, Balanced and Not Misleading March 10, 2005. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on April 22, 2004 the New York Stock Exchange (“NYSE” or the “Exchange”), and on September 20, 2004, the National Association of Securities Dealers, Inc. (“NASD”), filed with the Securities and Exchange Commission (“SEC” or “Commission”) the proposed rule changes as described in Items I, II, and III below, which items have been prepared by the respective self-regulatory organizations (“SROs”). On February 11, 2005, NYSE filed Amendment No. 1 to its proposed rule change, which replaced the original rule filing in its entirety. On February 4, 2005, NASD filed Amendment No. 1 to its proposed rule change, which replaced the original rule filing in its entirety. 3 The Commission is publishing this notice to solicit comments on the proposed rule changes, as amended, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 On March 9, 2005, NASD filed with the Commission Amendment No. 2 to its proposed rule change, which clarified that Amendment No. 1 replaced the original filing in its entirety. I. Self-Regulatory Organizations' Statements of the Terms of Substance of the Proposed Rule Changes The Exchange is filing with the Commission a proposed amendment to NYSE Rule 472 (“Communications with the Public”) which, among other things, will prohibit research analysts from participating in road shows relating to investment banking services transactions. NASD is proposing a rule change to NASD Rule 2711 to prohibit:

(1)A research analyst from participating in a road show related to an investment banking services transaction, or otherwise communicating with customers in the presence of investment banking personnel or company management about an investment banking services transaction; and

(2)investment banking personnel from directing a research analyst to engage in sales and marketing efforts or other communications with a current or prospective customer related to an investment banking services transaction. The proposed rule change would permit analysts to educate investors and internal personnel about an investment banking services transaction, provided such communications are fair, balanced and not misleading. Amendment No. 1 to the proposed rule change makes express in the rule language the requirement that those communications be fair and balanced. Below is the text of the proposed rule changes. Proposed new language is italicized. A. NYSE's Proposed Rule Text Rule 472. Communications With the Public Approval of Communications and Research Reports (a)(1)-(b)(5)—No change. Investment Banking, Research Department and Subject Company Relationships and Communications *(b)(6)(i) A research analyst is prohibited from directly or indirectly:* *(a) participating in a road show related to an investment banking services transaction; and* *(b) engaging in any communication with a current or prospective customer(s) in the presence of investment banking department personnel or company management about an investment banking services transaction.* *(ii) Investment banking department personnel are prohibited from directly or indirectly:* *(a) directing a research analyst to engage in sales or marketing efforts related to an investment banking services transaction; and* *(b) directing a research analyst to engage in any communication with a current or prospective customer(s) about an investment banking services transaction.* *(iii) Research analyst written and oral communications relating to an investment banking services transaction, with a current or prospective customer(s), or with internal personnel, must be fair, balanced and not misleading, taking into consideration the overall context in which the communication is made.* (c)-.120—No change. B. NASD's Proposed Rule Text Rule 2711. Research Analysts and Research Report

(a)through

(b)No change.

(c)Restrictions on Communications with the Subject Company

(1)through

(4)No change. *(5) A research analyst is prohibited from directly or indirectly:* *(A) participating in a road show related to an investment banking services transaction; and* *(B) engaging in any communication with a current or prospective customer in the presence of investment banking department personnel or company management about an investment banking services transaction.* *(6) Investment banking department personnel are prohibited from directly or indirectly:* *(A) directing a research analyst to engage in sales or marketing efforts related to an investment banking services transaction; and* *(B) directing a research analyst to engage in any communication with a current or prospective customer about an investment banking services transaction.* *(7) Any written or oral communication by a research analyst with a current or prospective customer or internal personnel related to an investment banking services transaction must be fair, balanced and not misleading, taking into consideration the overall context in which the communication is made.*

(d)through

(k)No change. II. Self-Regulatory Organizations' Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In their filings with the Commission, the Exchange and NASD included statements concerning the purpose of, and basis for, the proposed rule changes, as amended, and discussed any comments received on the proposed rule changes. The text of these statements may be examined at the places specified in Item IV below. The Exchange and NASD have prepared summaries, set forth in sections (A), (B), and

(C)below, of the most significant aspects of such statements.

(A)Self-Regulatory Organizations' Statements of the Purpose of, and Statutory Basis for, the Proposed Rule Changes 1. NYSE's Purpose The Exchange is proposing an amendment to NYSE Rule 472, which, among other things, would prohibit research analysts from participating in road shows relating to investment banking services 4 transactions. 4 As defined under Rule 472.20, “investment banking services” includes, without limitation, acting as an underwriter in an offering for the issuer; acting as a financial adviser in a merger or acquisition; providing venture capital, equity lines of credit, PIPEs (private investment, public equity transaction), or similar investments; or serving as placement agent for the issuer. The term also includes acting as a member of a selling group in a securities underwriting ( *See* NYSE Information Memo No. 02-26, dated June 26, 2002). Background Joint regulatory efforts among the NYSE, NASD (the “SROs”) and the SEC to address potential conflicts of interest relating to research analysts resulted in:

(1)SEC approval of major SRO rule changes in May 2002; 5

(2)the adoption of the Commission's Regulation Analyst Certification (“Regulation AC”), 6 which requires research analysts to certify that their research reports accurately reflect their personal views and disclose whether they received compensation for their specific recommendations;

(3)the Global Research Analyst Settlement (“Global Settlement”) reached between various securities regulators and 10 major investment banking firms to conclude enforcement actions regarding research analysts' conflicts of interest; 7 and

(4)additional changes to the SRO Rules to conform to the Sarbanes-Oxley Act, 8 which were approved by the SEC in July 2003 9 (the “Sarbanes-Oxley Amendments”). 5 See Securities Exchange Act Release No. 45908 (May 10, 2002), 67 FR 34969 (May 16, 2002) (SR-NYSE-2002-09). 6 17 CFR 242.501. 7 *See* SEC Litigation Release No. 18438 (October 31, 2003). 8 15 U.S.C. 78o-6. 9 *See* Securities Exchange Act Release No. 48252 (July 29, 2003), 68 FR 45875 (August 4, 2003) (SR-NYSE-2002-49). Currently, according to the NYSE, NYSE Rules 472 and 351 generally restrict the relationship between research and investment banking departments and the companies that are the subjects of research reports; require disclosure of financial interests in subject companies by analysts or members or member organizations; require disclosure of client relationships with and compensation from subject companies; impose quiet periods for the issuance of research reports following the completion of companies' securities offerings; restrict personal trading by research analysts in the securities of the companies covered by such analysts; require attestations by members and member organizations that they are in compliance with NYSE Rule 472; and generally require extensive disclosure in research reports of certain important information to help customers monitor the correlation between research analysts' ratings and the price movements of subject companies' securities. The Global Settlement As noted above, the SEC, NYSE, NASD, NASAA and the New York Attorney General's Office announced in 2003 a global settlement with 10 investment banking firms to settle enforcement actions involving conflicts of interest between research and investment banking. The NYSE notes that, among the undertakings included in the settlement is a prohibition against research analysts participating in efforts to solicit investment-banking business, including attending “pitch” meetings. According to the NYSE, these restrictions were imposed to prevent stock recommendations from being tainted by efforts to obtain investment banking fees, and to further remove research analysts from investment banking pressures. In July 2003, the SEC approved the Sarbanes-Oxley Amendments. At the same time, the SEC also approved NYSE Rule 472(b)(5), which prohibits research analysts from participating in solicitation activities ( *e.g.* , pitch meetings) to secure investment banking business from companies. During the filing and public comment period, the SEC requested comment on the SRO proposed amendments in light of the Global Settlement, and also noted that although certain elements of the Global Settlement were addressed by the SROs in their proposed amendments ( *e.g.* , pitch meeting prohibitions), there were differences as well. Proposed Amendment Proposed NYSE Rule 472(b)(6) provides that:

(i)A research analyst is prohibited from directly or indirectly:

(b)participating in a road show related to an investment banking services transaction; and

(c)engaging in any communication with a current or prospective customer(s) in the presence of investment banking department personnel or company management about an investment banking services transaction.

(ii)Investment banking department personnel are prohibited from directly or indirectly:

(a)directing a research analyst to engage in sales or marketing efforts related to an investment banking services transaction; and

(b)directing a research analyst to engage in any communication with a current or prospective customer(s) about an investment banking services transaction.

(iii)Research analyst written and oral communications relating to an investment banking services transaction, with a current or prospective customer(s), or with internal personnel, must be fair, balanced and not misleading, taking into consideration the overall context in which the communication is made. Discussion The NYSE believes that underwriters are the crucial intermediaries in the process of offering securities to the public. According to the NYSE, they provide sales and marketing expertise to issuers during the securities offering process, and provide research coverage for companies they help bring public. The NYSE believes that since research can impact the price of a company's securities, it is paramount to investor protection, that such research be objective, unbiased, and not the result of pressure on an analyst. The NYSE notes that such pressure can take the form of: trying to reward a company for its investment banking business, or to assist a firm's investment bankers in obtaining and maintaining investment banking relationships with a company. The NYSE believes that to ensure this goal, it is necessary to insulate research analysts from these pressures. According to the NYSE, the offering of securities is divided into three time periods:

(1)Pre-filing,

(2)waiting, and

(3)the post-effective period. Once a company contemplates a public offering, the time period preceding the filing of the registration statement is known as the pre-filing period. After the filing of the registration statement with the Commission, there is a statutory waiting period prior to the effective date of the registration statement. After the effective date, sales of the securities can take place. 10 It is during this waiting period that underwriters, with the management of issuers, conduct road shows for the purpose of marketing the offering. Finally, there is the post-effective period that continues until the distribution of securities has been completed. It is during this period that prospectus delivery requirements are imposed, and restrictions on the issuance of research reports, often referred to as “quiet periods” occur. 11 10 15 U.S.C. 77(h)a. 11 After the effective date of the offering, section 2(a)(10) of the Securities Act of 1933 (the “Securities Act”) (15 U.S.C. 77b(a)(10)) permits the use of supplementary sales literature ( *i.e.* research reports) even if such literature does not conform to or is contained in a statutory prospectus, meeting the requirements of section 10 of the Securities Act (15 U.S.C. 77j). The use of this supplementary sales literature, or “free writing,” is limited in that prior to or at the same time of receiving it, a person must have received a Section 10(a) statutory prospectus. Given this limitation, firms often wait until this prospectus delivery requirement ceases before issuing research reports. According to the NYSE, regulatory investigations and examinations revealed that research analysts were subject to conflicts of interest when their firms were offering investment banking services to, and maintaining investment banking relationships with, corporate issuers. In this regard, the NYSE notes that the investigations found that investment banking firms may have promised favorable research, specific research ratings, or price targets as consideration or inducement for the receipt of investment banking business. Furthermore, the NYSE believes that investment bankers and companies reviewed research reports prior to their publication, which often pressured research analysts to write more favorable reports on such companies than an objective, unbiased analysis of the company warranted. According to the NYSE, it was in response to this activity that the Exchange and NASD promulgated the rules noted above to address these concerns. These rules expressly prohibit members and member organizations from offering favorable research, ratings or price targets as consideration or inducement for the receipt of investment banking business. 12 In addition, the NYSE notes that rules were promulgated to prevent research analysts from being pressured to provide favorable reports and ratings, such as prohibiting investment banking personnel from exercising supervision, control and compensatory evaluation over research analysts, 13 and prohibiting pre-publication review and approval of research reports by investment banking personnel and the companies that are the subjects of such reports. 14 12 *See* NYSE Rule 472(g)(1). 13 *See* NYSE Rule 472(b)(1). 14 *See* NYSE Rules 472(b)(2) and (4). The NYSE notes that the rules also prohibit research analysts from participating in pitch meetings with prospective investment banking clients. 15 According to the NYSE, the purpose of this prohibition is to prevent the use of research as a sales and marketing tool, or to influence prospective clients. 15 *See* NYSE Rule 472(b)(5). Further, the Exchange promulgated restrictions on the publication and/or distribution of research reports by managers, co-managers, underwriters and dealers following initial public 16 and secondary offerings 17 by issuers and the expiration and/or waiver of lock-up agreements made in connection with such offerings. 18 According to the NYSE, the purpose of these quiet period restrictions was to minimize the ability of firms to reward issuers for giving them investment banking business by publishing favorable research soon after the completion of offerings. 16 As defined under Rule 472.100, an “initial public offering” refers to the initial registered equity security offering by an issuer, regardless of whether such issuer is subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) (15 U.S.C. 78a), prior to the time of the filing of such issuer's registration statement. 17 As defined under Rule 472.110, a secondary offering shall include a registered follow-on offering by an issuer or a registered offering by persons other than the issuer involving the distribution of securities subject to Regulation M under the Exchange Act. 18 *See* NYSE Rules 472(f)(1), (2),

(3)and (4). As noted above, the Exchange believes it has already adopted rules to address inherent conflicts of interest that arise when research analysts are used by their firms to obtain, during the waiting period, and reward, during the post-effective period, issuers for their investment banking business. According to the NYSE, the proposed prohibition on research analyst participation in road shows seeks to address potential conflicts of interest during the periods that firms market securities offerings for issuers. As proposed, the NYSE believes that the new rule should insulate research analysts from potential undue influence of investment bankers and company management, but not interfere with legitimate activities. By prohibiting analysts from engaging in any communication regarding investment banking services with current or prospective customers in the presence of investment banking personnel or company management, the Exchange believes it will reduce the pressure on research analysts to give overly optimistic assessments of investment banking services transactions. The NYSE believes that research analysts would still be able to communicate with customers in circumstances where investment banking and company management cannot influence analysts' truthful assessments of investment banking services transactions. The Exchange is also proposing that investment banking department personnel be prohibited from directing research analysts to:

(1)Engage in sales or marketing efforts related to investment banking services transactions; and

(2)engage in communications with current or prospective customers about investment banking services transactions. According to the NYSE, the proposed rule preserves the traditional function of research analysts (providing analysis of securities and transactions), while placing further limitations on the ability of investment banking personnel to influence and/or compromise the objectivity of their analysis. While the proposed rule recognizes that road shows are a common form of investment banking “sales or marketing efforts” from which research analysts should be barred, the Exchange recognizes there are certain activities that do not compromise the objectivity and independence of research analysts. Therefore, the NYSE believes that the proposed rule change would permit research analysts to issue written and oral communications relating to investment banking services transactions to current or prospective customers or internal personnel. According to the NYSE, such communications to investors and employees must be fair, balanced, and not misleading, while taking into consideration the overall context in which such communications are made. The Exchange also notes that the proposed prohibition on research analysts' participation in road shows would not prohibit certain analysts' communications that are permitted under the federal securities laws ( *i.e.* research reports issued in accordance with Rules 137, 138 and 139 under the Securities Act). 19 19 17 CFR 230.137, 230.138 and 230.139. The Exchange notes that, although the proposed amendment incorporates, to some extent, the substance of the comparable sales or marketing prohibitions found in the “Global Settlement,” the Exchange is not filing the proposed rule change simply to conform to the Global Settlement, or to address the differences between the Global Settlement and NYSE rules. The Exchange believes the proposed amendment facilitates objective, independent, and reliable research by prohibiting research analysts employed by all members and member organizations from participating in road shows. The Exchange expects the entire securities industry and not just the signatory firms to the Global Settlement to benefit from this prohibition. The NYSE believes that by further insulating research analysts from the pressures associated with obtaining and maintaining investment banking relationships, the proposed rule change will engender more objective and unbiased research on companies who are the investment banking clients of members and member organizations. Effective Date The Exchange believes that the proposed amendment to NYSE Rule 472 should take effect 45 days after SEC approval. As proposed, the Exchange believes that the amendment does not impose any new or substantive requirements on members and member organizations nor would it necessitate the adoption of new systems and procedures to ensure compliance. Accordingly, the NYSE believes that 45 days is sufficient notice for firms to comply with the new prohibition. 2. NYSE's Statutory Basis The NYSE believes the statutory basis for this proposed rule change is section 6(b)(5) 20 of the Exchange Act which requires, among other things, that the rules of the Exchange be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and in general to protect investors and the public interests. The NYSE believes that, by prohibiting research analysts from participating in road shows, the potential for conflicts of interests that could bias their research reports will be mitigated and thus serve the investing public by providing more objective research on subject companies. 20 15 U.S.C. 78f(b)(5). 3. NASD's Purpose Over the past few years, NASD has worked with the SEC and New York Stock Exchange

(NYSE)to implement a series of rules to increase the objectivity and reliability of research. NASD believes that while the rules generally foster objectivity through extensive conflict of interest disclosure requirements, they also prohibit certain conduct to minimize the primary source of biased research: the influences of investment banking. To that end, NASD Rule 2711 prohibits compensation paid to analysts based on their contributions to, or the success of, the investment banking department. The rule further prohibits analysts from participating in efforts to solicit investment banking business, including “pitches” to earn an underwriting mandate for a securities offering. According to the NASD, the proposed rule change would further fortify the wall between investment banking and research by prohibiting research analysts from participating in a road show related to an investment banking services transaction and from communicating with current or prospective customers in the presence of investment banking department personnel or company management about such an investment banking services transaction. Additionally, the proposed rule change would prohibit investment banking personnel from directing a research analyst to engage in sales and marketing efforts and other communications with a current or prospective customer about an investment banking services transaction. NASD believes that the primary role of a research analyst is to provide unbiased analysis of companies and transactions and to value securities accurately. NASD further believes that the objectivity and reliability of such analysis can be compromised when a research analyst is utilized to market those same transactions and the sale of such securities. Accordingly, by prohibiting research analyst participation in road shows, the proposed rule change will further reduce the pressure on research analysts to give an overly optimistic assessment of a particular transaction. NASD believes it further will remove any suggestion to investors in attendance that the analyst will give positive coverage to the issuer and that the analyst endorses all of the views expressed by the company or investment banking department personnel. According to the NASD, the proposed rule change would, however, permit research analysts to educate investors and member personnel about a particular offering or other transaction, provided the communication occurs outside the presence of the company or investment banking department personnel. NASD believes that such permissible communications to investors and internal personnel must be fair, balanced and not misleading, taking into account the overall context in which such communications are made. Thus, NASD believes that the proposed rule change preserves the ability of the research analyst to give a candid assessment of a transaction or sale of securities—including investment risks—in settings where the influences of investment banking and client pressure are minimized. Finally, the proposed rule change would prohibit investment banking department personnel from directing a research analyst to engage in sales or marketing efforts and any other communication with a current or prospective customer about an investment banking services transaction. NASD believes this provision is important to eliminate any attempt by investment banking personnel to pressure a research analyst to engage in those communications, thereby further insulating research analysts from influences that could affect their objectivity. NASD specifically requests comment on whether the proposed prohibitions should extend to supervisors of research analysts, directors of the research department or others who have the ability to influence the substance of research reports. NASD also notes that the settlement of research analyst conflicts allegations among NASD, NYSE, the SEC, state regulators and twelve of the nation's largest investment banking firms (“Global Settlement”) contains a prohibition similar to the proposed rule change. NASD does not believe that consistency with the Global Settlement is itself a rationale for the proposed rule change. However, in this instance, NASD believes that the similar proposed rule change will facilitate the goal of more objective and reliable research by all members, with the ancillary benefit of rules consistency. The effective date of the proposed rule change will be 45 days following Commission approval. 4. NASD's Statutory Basis NASD believes that the proposed rule change is consistent with the provisions of section 15A(b)(6) of the Act, 21 which requires, among other things, that NASD rules must be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and, in general, to protect investors and the public interest. NASD believes that the proposed rule change is consistent with the provisions of the Act because it will reduce conflicts of interest and thereby provide investors with more reliable information and also curtail the potential for fraudulent and manipulative acts. 21 15 U.S.C. 78 *o* -3(b)(6).

(B)Self-Regulatory Organizations' Statement on Burden on Competition The NYSE and NASD do not believe that the proposed rule changes will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Exchange Act.

(C)Self-Regulatory Organizations' Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others The NYSE and NASD have neither solicited nor received written comments on the proposed rule changes. III. Date of Effectiveness of the Proposed Rule Changes 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 NYSE and NASD consents, the Commission:

(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 Numbers SR-NYSE-2004-24 and/or SR-NASD-2004-141 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 Numbers SR-NYSE-2004-24 and/or SR-NASD-2004-141. 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, 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 NYSE and 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 the File Numbers SR-NYSE-2004-24 and/or SR-NASD-2004-141 and should be submitted on or before April 7, 2005. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 22 22 17 CFR 200.30-3(a)(12). J. Lynn Taylor, Assistant Secretary. [FR Doc. E5-1161 Filed 3-16-05; 8:45 am] BILLING CODE 8010-01-P SMALL BUSINESS ADMINISTRATION [Disaster Declaration # 10068 and # 10069 American Samoa Disaster # AS-00001 Disaster Declaration AGENCY: U.S. Small Business Administration. ACTION: Notice. SUMMARY: This is a Notice of the Presidential declaration of a major disaster for the Territory of American Samoa (FEMA—1582—DR), dated 03/03/2005. *Incident:* Tropical Cyclone Olaf, including High Winds, High Surf, and Heavy Rainfall. *Incident Period:* 02/15/2005 through 02/21/2005. DATES: *Effective Date:* 03/03/2005. *Physical Loan Application Deadline Date:* 05/02/2005. *EIDL Loan Application Deadline Date:* 12/05/2005. ADDRESSES: Submit completed loan applications to: U.S. Small Business Administration, Disaster Area Office 4, P.O. Box 419004, Sacramento, CA 95841. FOR FURTHER INFORMATION CONTACT: A. Escobar, Office of Disaster Assistance, U.S. Small Business Administration, 409 3rd Street, Suite 6050, Washington, DC 20416. SUPPLEMENTARY INFORMATION: Notice is hereby given that as a result of the President's major disaster declaration for Public Assistance Only on February 18, 2005, and subsequent amendment adding Individual Assistance on 03/03/2005, applications for disaster loans may be filed at the address listed above or other locally announced locations. The following areas have been determined to be adversely affected by the disaster: The Interest Rates are: Territory of American Samoa, Limited to Manu'a Islands Percent Homeowners with Credit Available Elsewhere 5.875 Homeowners without Credit Available Elsewhere 2.937 Businesses with Credit Available Elsewhere 6.000 Businesses & Small Agricultural Cooperatives without Credit Available Elsewhere 4.000 Other (Including Non-Profit Organizations) with Credit Available Elsewhere 4.750 Businesses and Non-Profit Organizations without Credit Available Elsewhere 4.000 The number assigned to this disaster for physical damage is 100688 and for economic injury is 100690. (Catalog of Federal Domestic Assistance Numbers 59002 and 59008) Herbert L. Mitchell, Associate Administrator for Disaster Assistance. [FR Doc. 05-5305 Filed 3-16-05; 8:45 am]

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