Notices. SECURITIES AND EXCHANGE COMMISSION

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BILLING CODE 7590-01-M SECURITIES AND EXCHANGE COMMISSION [Release No. 34-51796; File No. SR-Amex-2005-037] Self-Regulatory Organizations; American Stock Exchange LLC; Order Approving Proposed Rule Change and Amendment No. 1 Thereto Relating to When Floor Official Approval for a Transaction in a High-Priced Security Is Necessary June 7, 2005. On April 4, 2005, the American Stock Exchange LLC (“Amex” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 and Rule 19b-4 thereunder, 2 a proposed rule change amending its Rule 154, Commentary .08 to require Amex floor official approval for a transaction in a stock at a price of $20 or more a share only when the trade is to be made at the greater of 1% or two dollars away from the last previous sale, and making a conforming amendment to its Rule 119, governing indications, openings, and reopenings.

On April 20, 2005, Amex submitted Amendment No. 1 to the proposal. 3 The Commission published the proposed rule change, as amended, for comment in the **Federal Register** on May 3, 2005. 4 The Commission did not receive any comments on the proposed rule change. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 In Amendment No. 1, Amex made minor, non-substantive changes to the text of the proposal and a conforming amendment to Amex Rule 119. 4 Securities Exchange Act Release No. 51621 (April 27, 2005), 70 FR 22930.

After careful consideration, the Commission finds that the proposed rule change, as amended, is consistent with the requirements of the Act and the rules and regulations thereunder that are applicable to a national securities exchange. 5 In particular, the Commission finds that the proposed rule change, as amended, is consistent with Section 6(b)(5) of the Act, 6 which requires, among other things, that the rules of the Amex 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.

The Commission believes that the proposal will help enhance the efficient processing of orders on the Exchange floor by reducing the need for floor official involvement in the normal course of trading of higher priced securities. The impact of the proposed rule change is that, for very high-priced stocks that trade at more than $200 per share, 7 the next trade may be up to 1% away from the previous sale, without requiring floor official approval. 8 The Commission believes that permitting trades to be effected at the greater of 1% or two dollars away from the last previous sale is a moderate adjustment relative to other price moves allowed under Rule 154, Commentary .08 and appropriate in maintaining adequate trade-to-trade price continuity. 5 In approving the proposed rule change, the Commission notes that it has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 6 15 U.S.C. 78f(b)(5). 7 In its proposal, the Exchange stated that examples of such high-priced securities include NVR, Inc.

(ticker symbol: NVR), whose last sale on March 22, 2005 was $795.50 and Seaboard Corporation (ticker symbol: SEB), whose last sale on March 22, 2005 was $1,124.00 8 Amex Rule 154, Commentary .08 places limitations on the amount a stock may trade away from its previous sale. Depending upon the price of the stock, Commentary .08 allows a stock to trade up to 50 cents, one dollar, or two dollars away from its previous sale. For high-priced stocks trading at more than $20 per share, Commentary .08 currently limits members from effecting trades at more than two dollars away from the previous sale.

Specialists who wish to effect trades outside the foregoing limit have been required to obtain the prior approval of an Amex floor official. Rule 154, Commentary .08 currently provides that, for stocks trading at $10 or more (but less than $20) per share, the next trade may execute at no more than one dollar away from the last previous sale (which allows for a minimum of just over 5% and a maximum of just under 10% away from the last previous sale). For stocks trading at less than $10 per share, the next trade may execute at no more than 50 cents away from the last previous sale (which allows for a minimum just over 5% and, theoretically, a maximum of just under 5000% away from the last previous sale).

The Commission likewise finds that the proposed conforming change to Amex Rule 119, which governs indications, openings, and reopenings, is consistent with the Act. As amended, Amex Rule 119(3)(a)(iii) will provide that a “significant order imbalance” is one which results in a reopening at a price change constituting the greater of 1% or two dollars from the last previous sale for stocks that trade at $20 or more, thus limiting the frequency of trading halts and improving the efficient handling of orders in very high-priced stocks on the Exchange floor. *It is therefore ordered,* pursuant to Section 19(b)(2) of the Act, 9 that the proposed rule change (SR-Amex-2005-037) and Amendment No. 1 thereto be, and hereby is, approved. 9 15 U.S.C. 78s(b)(2).

For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 10 10 17 CFR 200.30-3(a)(12). Margaret H. McFarland, Deputy Secretary. [FR Doc. E5-3060 Filed 6-13-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-51749; File No. SR-CBOE-2005-31] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of Proposed Rule Change and Amendment No. 1 Thereto Relating to Transaction Fees in Options on the Russell 2000 Index May 26, 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 20, 2005, the Chicago Board Options Exchange, Incorporated (“CBOE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II and III below, which Items have been prepared by the CBOE. On May 17, 2005, the CBOE filed Amendment No. 1 to the proposed rule change. 3 The CBOE has designated this proposal as one establishing or changing a due, fee, or other charge imposed by the CBOE under Section 19(b)(3)(A)(ii) of the Act, 4 and Rule 19b-4(f)(2) thereunder, 5 which renders the proposal effective upon filing with the Commission.

The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 In Amendment No. 1, the Exchange made a few technical corrections to the purpose section and rule text of the proposed rule change and added a sentence to the purpose section to clarify the reason for the proposed reduction in the license fee. The effective date of the original proposed rule change is April 20, 2005, and the effective date of the amendment is May 17, 2005.

For purposes of calculating the 60-day period within which the Commission may summarily abrogate the proposed rule change, as amended, under Section 19(b)(3)(C) of the Act, the Commission considers the period to commence on May 17, 2005, the date on which the Exchange submitted Amendment No. 1. *See* 15 U.S.C. 78s(b)(3)(C). 4 15 U.S.C. 78s(b)(3)(A)(ii). 5 17 CFR 240.19b-4(f)(2). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend its Fees Schedule relating to transaction fees in options on the Russell 2000 Index (“RUT”).

Below is the text of the proposed rule change. Proposed new language is *italicized;* proposed deletions are in [brackets]. CHICAGO BOARD OPTIONS EXCHANGE, INC. FEES SCHEDULE [MARCH 2] APRIL 20, 2005 1. OPTIONS TRANSACTION FEES (1)(3)(4)(7): PER CONTRACT EQUITY OPTIONS (13): I.—VIII. Unchanged. QQQQ and SPDR OPTIONS: I.—VI. Unchanged. INDEX OPTIONS (includes Dow Jones DIAMONDS, OEF and other ETF and HOLDRs options): I. CUSTOMER (2): • S&P 100, PREMIUM > or = $1—$.35 • S&P 100, PREMIUM < $1—$.20 • MNX and NDX—$.15 • *RUT and* REDUCED VALUE RUSSELL 2000—$.15 • ETF and HOLDRs options (except DIA)—$.15 • OTHER INDEXES, PREMIUM > OR = $1—$.45 • OTHER INDEXES, PREMIUM < $1—$.25 II.

MARKET-MAKER AND DPM—EXCLUDING DOW JONES PRODUCTS (10)—$.24 MARKET-MAKER—DOW JONES PRODUCTS (10)—$.34 III. MEMBER FIRM PROPRIETARY:

(11)• FACILITATION OF CUSTOMER ORDER, MNX and NDX—$.24 • FACILITATION OF CUSTOMER ORDER, OTHER INDEXES—$.20 • NON-FACILITATION ORDER—$.24 IV. BROKER-DEALER (EXCLUDING THE PRODUCTS BELOW) INDEX CUSTOMER RATES • ETF, HOLDRS, *RUT* and REDUCED VALUE RUSSELL 2000, PREMIUM > or = $1—$.45 • ETF, HOLDRS, *RUT* and REDUCED VALUE RUSSELL 2000, PREMIUM < $1—$.25 • MNX and NDX—$.25 V. NON-MEMBER MARKET MAKER: • S&P 100 (including OEF), PREMIUM > or = $1—$.37 • S&P 100 (including OEF), PREMIUM < $1—$.22 • OTHER INDEXES, PREMIUM > or = $1—$.47 • OTHER INDEXES, PREMIUM < $1—$.27 VI. MNX and NDX LICENSE FEE (15)—$.10 VII. RUT DPM and MARKET MAKER LICENSE FEE (Russell 2000 cash settled index) (12)—$[.40] *.10* VIII. LINKAGE ORDERS (8)(15): • S&P 100 (OEF), PREMIUM > or = $1—$.35 • S&P 100 (OEF), PREMIUM < $1—$.20 • OTHER INDEXES, PREMIUM > OR = $1—$.45 • OTHER INDEXES, PREMIUM < $1—$.25 2. MARKET-MAKER, e-DPM & DPM MARKETING FEE (in option classes in which a DPM has been appointed)(6) Unchanged. 3. FLOOR BROKERAGE FEE (1)(5): Unchanged. 4. RAES ACCESS FEE (RETAIL AUTOMATIC EXECUTION SYSTEM) (1)(4): Unchanged. Notes: (1)-(11) Unchanged.

(12)The RUT License [Transaction] Fee applies to all RUT contracts traded by the DPM and other Market-Makers. [The RUT DPM shall be assessed for any shortfall between the proceeds of the RUT License Fee and the Exchange's license obligation to Russell.] (13)-(15) Unchanged. 5.-21. Unchanged. Remainder of Fee Schedule—Unchanged. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the CBOE included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The 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 Exchange proposes to amend its Fees Schedule to reduce public customer transaction fees and the license fee assessed to the Designated Primary Market-Maker (“DPM”) and market-makers in options on the RUT. Specifically, the Exchange proposes to reduce public customer transaction fees to $.15 per contract for transactions in RUT options. Currently, RUT customer transaction fees are $.45 per contract if the premium is greater than or equal to $1 and $.25 per contract if the premium is less than $1. The Exchange believes this proposed fee reduction will help the Exchange compete more effectively for order flow in the RUT product. The Exchange also proposes to reduce from $.40 per contract to $.10 per contract the license fee that is currently assessed on all DPM and market-maker transactions in RUT options (“RUT License Fee”). The RUT License Fee is assessed by the Exchange to help it recoup the license fees the Exchange pays to the Frank Russell Company (“Russell”) for its license to trade the RUT product. 6 The Exchange recently renegotiated its license agreement with Russell. The license fees owed to Russell have been lowered in conjunction with the renegotiated agreement. As a result, the Exchange has determined to reduce the amount of the RUT License Fee as well as eliminate the requirement that the RUT DPM make up any shortfall between the proceeds of the RUT License Fee and the Exchange's license obligation to Russell. 6 *See* Securities Exchange Act Release No. 49601 (April 22, 2004), 69 FR 23836 (April 30, 2004) (SR-CBOE-2004-19). The Exchange intends to implement these fee changes on May 1, 2005. 2. Statutory Basis The CBOE believes that the proposed rule change is consistent with Section 6(b) of the Act, 7 in general, and furthers the objectives of Section 6(b)(4) 8 of the Act in particular, in that it is designed to provide for the equitable allocation of reasonable dues, fees, and other charges among CBOE members. 7 15 U.S.C. 78f(b). 8 15 U.S.C. 78f(b)(4). B. Self-Regulatory Organization's Statement on Burden on Competition The 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 Because the foregoing rule change establishes or changes a due, fee, or other charge imposed by the Exchange, it has become effective pursuant to Section 19(b)(3)(A) of the Act 9 and subparagraph (f)(2) of Rule 19b-4 thereunder. 10 9 15 U.S.C. 78s(b)(3)(A). 10 17 CFR 240.19b-4(f)(2). At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 11 11 *See supra* note 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, 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-2005-31 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-2005-31. 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-2005-31 and should be submitted on or before July 5, 2005. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 12 12 17 CFR 200.30-3(a)(12). Margaret H. McFarland, Deputy Secretary. [FR Doc. E5-3063 Filed 6-13-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-51795; File No. SR-PCX-2005-67] Self-Regulatory Organizations; Pacific Exchange, Inc.; Notice of Filing of Proposed Rule Change Relating to Exchange Fees and Charges June 7, 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 May 6, 2005, the Pacific Exchange, Inc. (“PCX” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II and III below, which Items have been prepared by the PCX. 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, through its wholly-owned subsidiary PCX Equities, Inc. (“PCXE”), proposes to amend its Schedule of Fees and Charges in order to modify the list of eligible strategies that apply to Option Strategy Executions retroactive to January 1, 2005. The text of the proposed rule change is available on the PCX's Web site ( *http://www.pacificex.com* ), at the PCX's Office of the Secretary, and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the PCX included statements concerning the purpose of and basis for the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The PCX 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 In a separate rule filing, SR-PCX-2005-65, 3 the PCX proposed to modify the list of strategies presently included in the fee that applies to Option Strategy Executions to add two strategies:

(1)short interest spreads and

(2)merger spreads. That rule filing is prospective. The purpose of this rule filing is to make one of these same changes retroactive to January 1, 2005. 3 *See* Securities Exchange Act Release No. 51787 (June 6, 2005). In SR-PCX-2005-65, the PCX added to its strategy fee cap a strategy used to capture short stock interest. The “short stock interest spread” is defined as a spread that uses two deep in the money put options followed by the exercise of the resulting long position of the same class in order to establish a short stock interest arbitrage position. 4 4 In SR-PCX-2005-65, the PCX also added merger spreads to the strategy fee cap rule, but PCX is not seeking to make that change retroactive and so merger spreads are not a part of this filing. Because the short stock interest spread transactions are generally executed by professionals whose profit margins are generally narrow, the Exchange proposes to cap the transaction fees associated with such executions at $1,000 per strategy execution with a monthly cap of $50,000 per initiating firm. The PCX seeks to make this fee change retroactive because short stock interest spreads have been executed by customers of the PCX with the understanding, based on conversations with Exchange staff, that these strategies were included in a group of strategies that already qualified for reduced rates and fees under the previously approved Option Strategy Execution rate plan. The PCX is applying to make this fee change retroactive to January 1, 2005 so that the Exchange may make adjustments to the accounts of all customers that may have executed short interest spreads from that date forward based on their understanding that the fees for such transactions were capped. The Exchange believes that by retroactively lowering these fees, the Exchange will not only be correcting customers accounts for previously executed trades but will be able to continue to attract liquidity by accommodating these transactions. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act, 5 in general, and furthers the objectives of Section 6(b)(4) of the Act, 6 in particular, in that it provides for the equitable allocation of dues, fees, and other charges among its members. 5 15 U.S.C. 78f(b). 6 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 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 Exchange 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-PCX-2005-67 on the subject line. Paper Comments • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549-0609. All submissions should refer to File Number SR-PCX-2005-67. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Section, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549-0609. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-PCX-2005-67 and should be submitted on or before July 5, 2005. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 7 7 17 CFR 200.30-3(a)(12). Margaret H. McFarland, Deputy Secretary. [FR Doc. 05-11680 Filed 6-13-05; 8:45 am]

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