Notices. SECURITIES AND EXCHANGE COMMISSION

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BILLING CODE 6325-49-P SECURITIES AND EXCHANGE COMMISSION Proposed Collection; Comment Request Upon written request, copies available from: Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549. Extension: Regulations 13D and 13G; Schedules 13D and 13G, OMB Control No. 3235-0145, SEC File No. 270-137. Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 *et seq.* ), the Securities and Exchange Commission (“Commission”) is soliciting comments on the collection of information summarized below.

The Commission plans to submit this existing collection of information to the office of Management and Budget for extension and approval. Schedules 13D and 13G are filed pursuant to sections 13(d) and 13(g) of the Securities Exchange Act and Regulations 13D and 13G thereunder to report beneficial ownership of equity securities registered under section 12 of the Exchange Act. Regulations 13D and 13G provide investors and subject issuers with information about accumulations of securities that may have the potential to change or influence control of the issuer.

Schedules 13D and 13G are used by persons, including small entities, to report their ownership of more than 5% of a class of equity securities registered under section 12. We estimate that it takes approximately 43,500 total burden hours to prepare a Schedule 13D and that it is filed by approximately 3,000 respondents. The respondent prepares 25% of the 43,500 annual burden hours for a total reporting burden of 10,875 hours. Schedule 13G takes approximately 98,800 total burden hours to prepare and is filed by an estimated 9,500 respondents.

The respondent prepares 25% of the 98,800 annual burden hours for a total reporting burden of 24,700 hours. Written comments are invited on:

(a)Whether this proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility;

(b)the accuracy of the agency's estimate of burden of the collection of information;

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

(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication. Please direct your written comments to R. Corey Booth, Director/Chief Information Officer, Office of Information Technology, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549. Dated: August 1, 2005. J. Lynn Taylor, Assistant Secretary. [FR Doc. E5-4308 Filed 8-9-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION Proposed Collection; Comment Request Upon written request, copies available from: Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549. Extension: Rule 12d2-1, SEC File No. 270-98, OMB Control No. 3235-0081, Rule 12d2-2, SEC File No. 270-86, OMB Control No. 3235-0080. Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (“Commission”) is soliciting comments on the collections of information summarized below. The Commission plans to submit these existing collections of information to the Office of Management and Budget for extension and approval. Rule 12d2-1 was adopted in 1935 pursuant to sections 12 and 23 of the Securities Exchange Act of 1934 (“Act”). Rule 12d2-1 provides the procedures by which a national securities exchange may suspend from trading a security that is listed and registered on the exchange. Under Rule 12d2-1, an exchange is permitted to suspend from trading a listed security in accordance with its rules, and must promptly notify the Commission of any such suspension, along with the effective date and the reasons for the suspension. Any such suspension may be continued until such time as the Commission may determine that the suspension is designed to evade the provisions of section 12(d) of the Act and Rule 12d2-2 thereunder. 1 During the continuance of such suspension under Rule 12d2-1, the exchange is required to notify the Commission promptly of any change in the reasons for the suspension. Upon the restoration to trading of any security suspended under Rule 12d2-1, the exchange must notify the Commission promptly of the effective date of such restoration. 1 Rule 12d2-2 prescribes the circumstances under which a security may be delisted from an exchange and withdrawn from registration under section 12(b) of the Act, and provides the procedures for taking such action. The trading suspension notices serve a number of purposes. First, they inform the Commission that an exchange has suspended from trading a listed security or reintroduced trading in a previously suspended security. They also provide the Commission with information necessary for it to determine that the suspension has been accomplished in accordance with the rules of the exchange, and to verify that the exchange has not evaded the requirements of section 12(d) of the Act and Rule 12d2-2 thereunder by improperly employing a trading suspension. Without Rule 12d2-1, the Commission would be unable to fully implement these statutory responsibilities. There are nine national securities exchanges that are subject to Rule 12d2-1. The burden of complying with Rule 12d2-1 is not evenly distributed among the exchanges, however, since there are many more securities listed on the New York Stock Exchange, Inc. (“NYSE”) and the American Stock Exchange LLC (“Amex”) than on the other exchanges. 2 However, for purposes of this filing, it is assumed that the number of responses is evenly divided among the exchanges. Since approximately 104 responses under Rule 12d2-1 are received annually by the Commission from the national securities exchanges, the resultant aggregate annual reporting hour burden would be, assuming on average one-half reporting hour per response, 52 annual burden hours for all exchanges. The related costs associated with these burden hours are $2,886.00. 2 In fact, some exchanges do not file any trading suspension reports in a given year. Rule 12d2-2 and Form 25 were adopted in 1935 and 1952, respectively, pursuant to sections 12 and 23 of the Act. Rule 12d2-2 sets forth the conditions and procedures under which a security may be delisted from an exchange and withdrawn from registration under section 12(b) of the Act. The Commission has recently adopted amendments to Rule 12d2-2 and Form 25. 3 The amendments will become effective on August 22, 2005 and the compliance date of the amendments is April 24, 2006. Under the amended Rule 12d2-2, all issuers and national securities exchanges seeking to delist and deregister a security in accordance with the rules of an exchange will file the newly adopted version of Form 25 with the Commission. The Commission has also adopted amendments to Rule 19d-1 under the Act to require exchanges to file the newly adopted version of Form 25 as notice to the Commission under section 19(d) of the Act. Finally, the Commission has adopted amendments to exempt options and security futures from section 12(d) of the Act. These amendments are intended to simplify the paperwork and procedure associated with a delisting and to unify general rules and procedures relating to the delisting process. 3 *See* Securities Exchange Act Release No. 52029 (July 14, 2005), 70 FR 42456 (July 22, 2005). The Form 25 is useful because it informs the Commission that a security previously traded on an exchange is no longer traded. In addition, the Form 25 enables the Commission to verify that the delisting has occurred in accordance with the rules of the exchange. Further, the Form 25 helps to focus the attention of delisting issuers to make sure that they abide by the proper procedural and notice requirements associated with a delisting. Without Rule 12d2-2 and the Form 25, as applicable, the Commission would be unable to fulfill its statutory responsibilities. There are seven national securities exchanges that trade equity securities that will be respondents subject to Rule 12d2-2 and Form 25. 4 The burden of complying with Rule 12d2-2 and Form 25 is not evenly distributed among the exchanges, however, since there are many more securities listed on the NYSE and the Amex than on the other exchanges. However, for purposes of this filing, the staff has assumed that the number of responses is evenly divided among the exchanges. Since approximately 648 responses under Rule 12d2-2 and Form 25 for the purpose of delisting equity securities are received annually by the Commission from the national securities exchanges, the resultant aggregate annual reporting hour burden would be, assuming on average one hour per response, 648 annual burden hours for all exchanges. In addition, since approximately 57 responses are received by the Commission annually from issuers wishing to remove their securities from listing and registration on exchanges, the Commission staff estimates that the aggregate annual reporting hour burden on issuers would be, assuming on average one reporting hour per response, 57 annual burden hours for all issuers. Accordingly, the total annual hour burden for all respondents to comply with Rule 12d2-2 is 705 hours. The related costs associated with these burden hours are $37,830.00. 4 We note that there are two additional national securities exchanges that only trade standardized options which, as noted above, are exempt from Rule 12d2-2. Written comments are invited on:

(a)Whether the proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility;

(b)the accuracy of the agency's estimate of the burden of the collection of information;

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

(i)Trade an order at a price that is one minimum quoting increment inferior to the national best bid or offer (“NBBO”) if the Options Participant contemporaneously transmits to the market(s) disseminating the NBBO Linkage Orders 3 to satisfy all interest at the NBBO price (“trade and ship”); and

(ii)place on the BOX book an order that would lock another exchange if the Options Participant contemporaneously sends a Linkage Order to such other exchange to satisfy all interest at the lock price (“book and ship”). Under the trade and ship proposal, pursuant to agency obligations, any execution the Options Participant receives from the market disseminating the NBBO must be reassigned to any customer order underlying the Linkage Order that was transmitted to trade against the market disseminating the NBBO. Below are examples illustrating the applications of these concepts: 3 The BSE defines “Linkage Order” in Section 1, subsection

(j)of Chapter XII of BOX Rules. • (Trade and Ship Example—BOX is disseminating an offer of $2.00 for 100 contracts. Exchange B is disseminating the national best offer of $1.95 for 10 contracts. No other market is at $1.95. A BOX market maker receives a 100 contract customer buy order to pay $2.00. Under this proposal, the BOX market maker could execute 90 contracts (or 100 contracts) of the customer order at $2.00 provided the BOX market maker contemporaneously transmits a 10 contract P/A Order 4 to Exchange B to pay $1.95. Assuming an execution is obtained from Exchange B, the customer would receive the 10 contract fill at $1.95 and 90 contracts at $2.00 (if the customer order was originally filled in its entirety at $2.00, an adjustment would be required to provide the customer with the $1.95 price for 10 contracts reflecting the P/A Order execution). As proposed, this would not be deemed a Trade-Through. 4 The BSE defines “Principal Acting as Agent (“P/A”) Order” in Section 1, subsection (j)(i) of Chapter XII of BOX rules. • (Book and Ship Example—BOX is disseminating a $1.85-$2.00 market. Exchange B is disseminating a $1.80-$1.95 market. The $1.95 offer is for 10 contracts. No other market is at $1.95. A BOX market maker receives a customer order to buy 100 contracts at $1.95. Under this proposal, the BOX market maker could book 90 contracts of the customer buy order at $1.95 provided the BOX market maker contemporaneously transmits a 10 contract P/A Order to Exchange B to pay $1.95. Assuming an execution is obtained from Exchange B, the customer would receive the 10 contract fill and the rest of the customer's order will be displayed as a $1.95 bid on the BOX. The national best offer would likely be $2.00. As proposed, this would not be deemed a “locked” market for purposes of the Intermarket Option Linkage Plan. 2. Statutory Basis The BSE believes that the basis under the Act for this proposed rule change is the requirement under section 6(b)(5) 5 that an exchange have rules that are designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. In particular, the proposed rule change will provide greater automatic execution of orders through Linkage and facilitate the ability of market makers to execute or book their customer orders. 5 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The BSE does not believe the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others The BSE has neither solicited nor received comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the date of publication of this notice in the **Federal Register** or within such longer period

(i)as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or

(ii)as to which the BSE 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-BSE-2005-29 on the subject line. Paper Comments • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-9303. All submissions should refer to File Number SR-BSE-2005-29. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of the filing also will be available for inspection and copying at the principal office of the BSE. 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-BSE-2005-29 and should be submitted on or before August 31, 2005. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 6 6 17 CFR 200.30-3(a)(12). J. Lynn Taylor, Assistant Secretary. [FR Doc. E5-4310 Filed 8-9-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-52203; File No. SR-ISE-2005-36] Self-Regulatory Organizations; International Securities Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change and Amendment No. 1 Thereto Relating to Cancellation Fee Changes August 3, 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 July 25, 2005, the International Securities Exchange, Inc. (“ISE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change concerning the Exchange's cancellation fee as described in items I, II, and III below, which items have been prepared by the ISE. On July 29, 2005, the ISE submitted an amendment to the proposed rule change (“Amendment No. 1”). 3 The ISE has filed the proposed rule change as one establishing or changing a due, fee, or other charge imposed by the ISE 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 from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 Amendment No. 1 clarified that the change in the cancellation fee will take effect on August 1, 2005. 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 ISE proposes to amend its Schedule of Fees regarding its cancellation fee. The text of the proposed rule change is available on the Exchange's Internet Web site ( *http://www.iseoptions.com/legal/proposed_rule_changes.asp* ), at the principal office of the ISE, 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 ISE 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 ISE has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of this proposed rule change is to amend the ISE's cancellation fee. Through June of 2005 the Exchange charged Electronic Access Members (“EAMs”) $1 per order canceled in excess of the number of orders executed. In File No. SR-ISE-2005-31 (“Fee Amendment”), the Exchange amended that fee in a rule change effective on filing pursuant to section 19(b)(3)(A) of the Act. 6 To address problems the Exchange encountered in applying the cancellation fee, the Fee Amendment applied the fee:

(1)On the cancellation activity of each of an EAM's customers (including itself when it self-clears), rather than the aggregate activity of all of an EAM's customers; and

(2)on a per-contract, rather than a per-order basis. 6 *See* Securities Exchange Act Release No. 52177 (July 29, 2005). Upon the Exchange's filing of the Fee Amendment, the Commission received a number of comment letters raising objections to the proposal. Based on those comment letters, the Commission staff told the ISE that it believed that the proposed fee should be subject to formal comment pursuant to section 19(b)(2) of the Act. Accordingly, this proposed rule change will reinstate the cancellation fee as in effect prior to the submission of the Fee Amendment. The Exchange will be filing a rule change pursuant to section 19(b)(2) of the Act proposing to implement a revised fee. 2. Statutory Basis The ISE states that the basis for the proposed rule change is the requirement under section 6(b)(4) of the Act 7 that an exchange have an equitable allocation of reasonable dues, fees, and other charges among its members and other persons using its facilities. 7 15 U.S.C. 78f(b)(4). B. Self-Regulatory Organization's Statement on Burden on Competition The ISE states that the proposed rule change does not impose in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others The Exchange has not solicited, and does not intend to solicit, comments on this proposed rule change. The Exchange has not received any unsolicited written comments from members or other interested parties. However, the Commission received comment letters on certain aspects of the current cancellation fee that this filing is amending. The Exchange will address those comment letters in a separate filing specifically reproposing aspects of the fee to which the commenters objected. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change, as amended, establishes or changes a due, fee, or other charged imposed by the Exchange, it has become effective pursuant to section 19(b)(3)(A) of the Act 8 and Rule 19b-4(f)(2) 9 thereunder. At any time within 60 days of the filing of the proposed rule change the Commission may summarily abrogate such proposed rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 10 8 15 U.S.C. 78s(b)(3)(A). 9 9 17 CFR 19b-4(f)(2). 10 For purposes of calculating the 60-day period within which the Commission may summarily abrogate the proposed rule change under Section 19(b)(3)(C) of Act, the Commission considers the period to commence on July 29, 2005, the date on which the ISE submitted Amendment No. 1. *See* 15 U.S.C. 78s(b)(3)(C). IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form *(http://www.sec.gov/rules/sro.shtml);* or • Send an e-mail to *rule-comments@sec.gov.* Please include SR-ISE-2005-36 on the subject line. Paper Comments • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-9303. All submissions should refer to SR-ISE-2005-36. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of the filing also will be available for inspection and copying at the principal office of the 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 SR-ISE-2005-36 and should be submitted on or before August 31, 2005. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 11 11 17 CFR 200.30-3(a)(12). J. Lynn Taylor, Assistant Secretary. [FR Doc. E5-4312 Filed 8-9-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-52176; File No. SR-NASD-2005-086] Self-Regulatory Organizations; National Association of Securities Dealers, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Article VIII of the By-Laws of NASD Regulation, Inc. Relating to District Committees and District Nominating Committees July 29, 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 July 5, 2005, the National Association of Securities Dealers, Inc. (“NASD”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in items I and II below, which items have been prepared by NASD. NASD has filed the proposed rule change pursuant to section 19(b)(3)(A) of the Act 3 and Rule 19b-4(f)(6) thereunder, 4 which renders the proposal effective upon filing with the Commission. 5 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 7 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A). 4 17 CFR 240.19b-4(f)(6) 5 As required under Rule 19b-4(f)(6)(iii), NASD provided the Commission with written notice of its intent to file the proposed rule change at least five business days prior to the filing date. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change NASD proposes to amend Article VIII (District Committees and District Nominating Committees) of the By-Laws of NASD Regulation, Inc. (“By-Laws”) to clarify the qualification requirements for candidates to NASD District Committees and District Nominating Committees (collectively, “Committees”), and to establish procedures for the nomination and election of an alternate candidate who will replace, in an uncontested election, a candidate nominated by the District Nominating Committee that withdraws from further consideration or is determined to be ineligible. Below is the text of the proposed rule change. 6 Proposed new language is *italicized;* proposed deleted text is [bracketed]. 6 The Commission made minor technical changes to the rule text on behalf of the NASD. *See* E-mail from Kosha Dalal, Associate General Counsel, NASD, to Ronesha A. Butler, Special Counsel, Division of Market Regulation, Commission, dated July 27, 2005. ARTICLE VIII DISTRICT COMMITTEES AND DISTRICT NOMINATING COMMITTEES Sec. 8.1 No change. Composition of District Committees Sec. 8.2

(a)A district created under Section 8.1 shall elect a District Committee pursuant to this Article. A District Committee shall consist of no fewer than five and no more than 20 members, unless otherwise provided by resolution of the Board. Subject to the limitation set forth in the immediately preceding sentence, the authorized number of members of a District Committee shall be determined from time to time by the Board; provided, however, that no decrease in the authorized number of members of a District Committee shall shorten the term of office of any member thereof. Each District Committee member shall:

(1)Be [employed by] *registered with* an NASD member eligible to vote in the district for District Committee elections, and

(2)work primarily from such NASD member's principal office or a branch office that is located within the district where the member serves on a District Committee. Members of the District Committees shall serve as panelists in disciplinary proceedings in accordance with the Rules of the Association. The District Committees shall consider and recommend policies and rule changes to the Board. The District Committees shall endeavor to educate NASD members and other brokers and dealers in their respective districts as to the objects, purposes, and work of the NASD and NASD Regulation in order to foster NASD members' interest and cooperation. Sec. 8.3 to Sec. 8.8. No change. Composition of District Nominating Committees Sec. 8.9

(a)Each district created under Section 8.1 shall elect a District Nominating Committee pursuant to this Article. A District Nominating Committee shall consist of five members, unless the Board by resolution increases a District Nominating Committee to a larger number. Each District Nominating Committee member shall:

(1)be [employed by] *registered with* an NASD member eligible to vote in the district for District Committee elections, and

(2)work primarily from such NASD member's principal office or a branch office that is located within the district where the member serves on a District Nominating Committee, but shall not be a member of the District Committee. A majority of the members of the District Nominating Committee shall include persons who previously have served on a District Committee or who are current or former Directors or current or former Governors of the NASD Board. Sec. 8.10 to Sec. 8.16. No change. District Nominating Committee Slate Sec. 8.17

(a)The District Nominating Committee shall review the background of proposed candidates and the description of the NASD membership provided by NASD Regulation staff and shall nominate a slate of candidates for the election. The slate shall include one candidate for each *open* position on the District Committee and the District Nominating Committee subject to election at the next annual election. *The District Nominating Committee may also nominate one alternate candidate for the District Committee and one alternate candidate for the District Nominating Committee. In the event of an uncontested election pursuant to Section 8.19, the alternate candidate would replace any member of the nominated slate of candidates who withdrew or was determined to be ineligible.* In nominating candidates for the office of member of the District Committee and the office of member of the District Nominating Committee, the District Nominating Committee shall endeavor to secure appropriate and fair representation on the District Committee and on the District Nominating Committee of the various sections of the district and various classes and types of NASD members engaged in the investment banking or securities business within the district. In nominating candidates for the office of member of the District Nominating Committee, a District Nominating Committee shall assure that the composition of the District Nominating Committee meets the standards in Section 8.9(a). Notification of Nomination Sec. 8.18 The District Director, acting on behalf of the District Nominating Committee, shall give a Notice to the Secretary of NASD Regulation of each candidate nominated by the District Nominating Committee and the office to which the candidate is nominated. *If the District Nominating Committee chooses, in its discretion, to nominate an alternate candidate for either the District Committee or the District Nominating Committee, or an alternate candidate for each such Committee, the District Director shall give Notice to the Secretary of NASD Regulation of each alternate candidate nominated by the District Nominating Committee and the office to which each alternate candidate is nominated.* On or before October 1 of each year, the Secretary of NASD Regulation shall give a Notice of the nominated candidates *and any alternate candidate(s)* to the Executive Representatives of NASD members and the District Committee. Sec. 8.19. No change. Designation of Additional Candidates Sec. 8.20 If an officer[,] *or* director[,] *of,* or [employee of] *individual who is registered with,* an NASD member who meets the qualifications of Section 8.2 or 8.9, as applicable, is not nominated by the District Nominating Committee *as a candidate or an alternate* and wants to be considered for election to the District Committee or the District Nominating Committee, he or she shall deliver a written notice to the District Director within 14 calendar days after the Secretary of NASD Regulation gives the Notice of nominated candidates pursuant to Section 8.18. The District Director shall make a written record of the time and date of the receipt of the officer's, director's, or [employee's] *registered person's* notice. The officer, director, or [employee] *registered person* shall be designated as an “additional candidate.” Sec. 8.21 to Sec. 8.33 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, NASD 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. NASD 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 By-Laws set forth provisions relating to the operation of the Committees, including specifically, provisions regarding Committee meetings, vacancies and elections. Under Article VIII, the role of the District Committee members includes serving as panelists in disciplinary proceedings in accordance with NASD Rules, recommending policy and rule changes to the Board, educating members in their district, and selecting members of the regional Committees in a manner consistent with the By-Laws. The role of the District Nominating Committee includes nominating candidates to serve on the Committees for that region. Currently, there are 11 District Committees, divided by geographic region. The By-Laws set forth provisions governing the annual elections of the Committees. In the 2004 District Committee election, potential candidates sought clarification of the qualification requirements set forth in Article VIII, Sections 8.2 and 8.9 of the By-Laws. Specifically, questions arose as to the meaning of the language in such Sections requiring that potential candidates for election to, respectively, a District Committee or District Nominating Committee, be “employed by” a member eligible to vote in that district. To clarify the term, NASD is proposing to replace these references in Sections 8.2 and 8.9, and the reference to “employee” in Section 8.20, with the term “registered with” and “registered person,” respectively, thereby making it clear that any person associated and registered with the member is eligible for election to the District Committee or District Nominating Committee irrespective of whether such person is, as a legal matter, employed by such member. 7 7 Any person who engages in the investment banking or securities business of a member must be registered with NASD and be an associated person of that member. There is no requirement that associated persons be employees. They may, in fact, operate for employment law purposes as independent contractors. The Commission reiterates its longstanding position that the designation of independent contractor has no relevance for purposes of the securities laws. *See* letter to Gordon S. Macklin, President, NASD from Douglas Scarff, Director, Division of Market Regulation, dated June 18, 1982. NASD believes the requirement of being “registered with” as opposed to “employed by” the member more accurately aligns the candidacy requirements with the qualification of persons who may represent a member. In addition, in the 2004 District Committee election, a candidate nominated by the District Nominating Committee for District 10 withdrew from further consideration following the September 2004 *Special Notice to Members* announcing the nominees for District 10 and prior to the distribution of the contested election ballot. As a result, procedures were implemented to allow the District Nominating Committee for District 10 to amend the slate of nominees to include an alternate nominee to replace the withdrawing nominee. To add flexibility to the nomination process and avoid potential delays, NASD is proposing to amend Section 8.17(a) to permit the District Nominating Committee, at the time it nominates its slate of candidates for the District Committee and the District Nominating Committee, to identify one alternate candidate for each such Committee. The alternate candidate would, in the context of an uncontested election, replace a nominated candidate who withdraws or is otherwise determined to be ineligible. In addition, NASD is proposing to amend Section 8.17(a) to provide that in an uncontested election, if any of the nominees for the District Committee or the District Nominating Committee withdraws or is determined to be ineligible before being declared duly elected, the withdrawing/ineligible nominee would be replaced by the alternate candidate. In an uncontested election, candidates are deemed duly elected 14 days after the Secretary of NASD Regulation provides notice of the nominated candidates to the Executive Representatives of NASD members and the District Committee and, so long as no additional candidate has come forward pursuant to Section 8.20 of the By-Laws. If a Committee member withdraws after the Committee members are duly elected, the vacancy provisions of the By-Laws, Sections 8.4 and 8.11, would apply. The proposed amendments to the By-Laws contemplate that an alternate candidate will replace a candidate on the slate only when an election is uncontested. 2. Statutory Basis NASD believes that the proposed rule change is consistent with the provisions of section 15A of the Act, 8 in general, and with section 15A(b)(6) of the Act, 9 in particular, which require, among other things, that NASD rules 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. 8 15 U.S.C. 78 *o* -3. 9 15 U.S.C. 78 *o* -3(b)(6). B. Self-Regulatory Organization's Statement on Burden on Competition NASD does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act, as amended. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others Written comments were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change:

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

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

(3)does not become operative for thirty days from the date on which it was filed, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest, it has become effective pursuant to section 19(b)(3)(A) of the Act 10 and Rule 19b-4(f)(6) 11 thereunder. 10 15 U.S.C. 78s(b)(3)(A). 11 17 CFR 240.19b-4(f)(6). A proposed rule change filed under Rule 19b-4(f)(6) 12 normally does not become operative prior to thirty days after the date of filing. NASD requests that the Commission waive the 30-day operative delay, as specified in Rule 19b-4(f)(6)(iii), and designate the proposed rule change to become operative immediately to allow the proposed rule change to be operative before the start of the 2006 Committees' election cycle. The Commission hereby grants the request. The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest because the waiver will allow the NASD to clarify and streamline the election processes governing the Committees and clarify the qualification requirements of candidates to serve on a District Committee or District Nominating Committee for the 2006 election cycle. 13 For these reasons, the Commission designates the proposed rule change as effective and operative immediately. 12 *Id.* 13 For purposes only of waiving the operative delay for this proposal, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). At any time within 60 days of the filing of the proposed rule change the Commission may summarily abrogate such proposed rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include SR-NASD-2005-086 on the subject line. Paper Comments • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-9303. All submissions should refer to SR-NASD-2005-086. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of the filing also will be available for inspection and copying at the principal office of the 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 SR-NASD- 2005-086 and should be submitted on or before August 31, 2005. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 14 14 17 CFR 200.30-3(a)(12). J. Lynn Taylor, Assistant Secretary. [FR Doc. E5-4313 Filed 8-9-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-52209; File No. SR-NASD-2004-165] Self-Regulatory Organizations; National Association of Securities Dealers, Inc.; Order Approving Proposed Rule Change and Amendment Nos. 1 and 2 Thereto Relating to NASD Rule 2790 August 4, 2005. I. Introduction On October 29, 2004, the National Association of Securities Dealers, Inc. (“NASD”) filed with the Securities and Exchange Commission (“SEC” or “Commission”) a proposed rule change, pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) and Rule 19b-4 thereunder to, among other things, amend the definition of “new issue” under NASD Rule 2790. On February 1, 2005, NASD submitted Amendment No. 1 to the proposed rule change. 1 On April 18, 2005, NASD submitted Amendment No. 2 to the proposed rule change. 2 The proposed rule change, as amended, was published for comment in the **Federal Register** on June 1, 2005. 3 The Commission received eight comment letters on the proposal, as amended. 4 On July 18, 2005, the NASD submitted a response to comment letters. 5 This order approves the proposed rule change, as amended. 1 Amendment No. 1 included minor changes to the rule text of the proposed rule change. 2 Amendment No. 2 included minor changes to the proposed rule change including clarifying that most REITs have invested assets at the time of their initial public offering. 3 *See* Securities Exchange Act Release No. 51735 (May 24, 2005), 70 FR 31554 (June 1, 2005). 4 Letter from Hines Real Estate Securities, Inc. to Jonathan G. Katz, SEC, dated June 14, 2005 (“Hines”); Letter from Investment Program Association to Jonathan G. Katz, SEC, dated June 22, 2005 (“IPA”); Letter from Hong Kong Investment Funds Association to Jonathan G. Katz, SEC, dated June 22, 2005 (“HKIFA”); Letter from Investment Management Association to Jonathan G. Katz, SEC, dated June 22, 2005 (“IMA”); Letter from Investment Company Institute to Jonathan G. Katz, SEC, dated June 22, 2005 (“ICI”); Letter from Dechert LLP to Jonathan G. Katz, SEC, dated June 22, 2005 (“Dechert”); Letter from The Investment Trusts Association, Japan, to Jonathan G. Katz, SEC, dated June 22, 2005 (“ITA”); and Letter from T. Rowe Price Associates, Inc. to Jonathan G. Katz, SEC, dated June 23, 2005 (“T. Rowe Price”). 5 Letter from Gary L. Goldsholle, Associate Vice President and Associate General Counsel, NASD to Katherine A. England, Assistant Director, Division of Market Regulation, Commission (July 18, 2005). II. Description of Proposed Rule Change A. Securities Offerings of BDCs, DPPs, and REITs The proposals would amend subparagraph (i)(9) of NASD Rule 2790 to exclude from the definition of “new issue” securities offerings of a business development company (“BDC”) as defined in section 2(a)(48) of the Investment Company Act, 6 a direct participation program (“DPP”) as defined in NASD Rule 2810(a)(4), and a real estate investment trust (“REIT”) as defined in section 856 of the Internal Revenue Code (the “Code”). 7 6 15 U.S.C. 80a-2(a)(48). 7 26 U.S.C. 856. B. Foreign Investment Company Exemption The proposals would include a technical change to the exemption for foreign investment companies in subparagraph (c)(6)(A) of NASD Rule 2790 to clarify the scope of the exemption as reflected in a recent NASD staff memorandum dated August 6, 2004 ( “Staff Memorandum”). 8 Currently, subparagraph (c)(6) exempts from the Rule sales to and purchases by an investment company organized under the laws of a foreign jurisdiction, provided that:

(1)the investment company is listed on a foreign exchange or authorized for sale to the public by a foreign regulatory authority; and

(2)no person owning more than 5% of the shares of the investment company is a restricted person. In the Staff Memorandum, among other things, NASD staff explained that the exemption for foreign investment companies extends only to an investment company organized under the laws of a foreign jurisdiction that is either “listed on a foreign exchange for sale to the public” or “authorized for sale to the public,” and that does not have any restricted person that beneficially owns more than 5% of the company's shares. Accordingly, the proposal would amend the rule text to clarify the scope of the exemption so that investment companies listed on a foreign exchange must be “for sale to the public.” 8 The Staff Memorandum is available on the NASD's Web site at *http://www.nasd.com.* C. Information Required To Be Filed The proposals would amend NASD Rule 2790 to codify the requirement for the book-running managing underwriter to file distribution information as announced in a Notice to Members. 9 In 2004, to coincide with the implementation of NASD Rule 2790, NASD initiated a new system for members to submit new issue distribution information named “IPO Distribution Manager.” 10 Through IPO Distribution Manager, the lead managing underwriters of offerings involving a “new issue” as defined in Rule 2790 will be required to make two filings with the Corporate Financing Department. In the initial filing, which must be filed on or before the offering date, the managing underwriter must submit the initial list of distribution participants and their commitment and retention amounts. In the final filing, which must be filed no later than three days after the offering date (T + 3), the managing underwriter must submit the final list of distribution participants and their commitment and retention amounts. 9 *See* Notice to Members 04-20 (March 2004) (“ *NtM* 04-20”). 10 *See Id* . III. Discussion The Commission received eight comment letters on the proposed rule change, two of which supported the proposal, 11 and six of which did not address the substance of the proposed rule change. After careful review, the Commission finds, as discussed more fully below, that the proposed rule change, as amended, is consistent with the requirements of the Exchange Act and the rules and regulations thereunder applicable to a national securities association. The Commission finds specifically that the proposed rule change is consistent with sections 15A(b)(6) and 15A(b)(9) of the Exchange Act. 12 11 *See* Hines and IPA. 12 15 U.S.C. 78 *o* -3(b)(6) and (b)(9). Section 15A(b)(6) requires that the rules of a registered national securities association be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. Section 15A(b)(9) requires that the rules of an association not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Exchange Act. Section 3(f) of the Exchange Act directs the Commission to consider, in addition to the protection of investors, whether approval of a rule change will promote efficiency, competition, and capital formation. 13 In approving the proposed rule change, the Commission has considered its impact on efficiency, competition, and capital formation. 13 15 U.S.C. 78c(f). A. Securities Offerings of BDCs, DPPs, and REITs (NASD Rule 2790(i)(9)(J)) The proposal would amend NASD Rule 2790(i)(9) to exclude from the definition of “new issue” securities offerings of BDCs, DPPs, and REITs. The NASD staff has found that, historically, most of these offerings do not commence trading at a substantial premium. Accordingly, NASD believes that including such offerings within the scope of NASD Rule 2790 would do little to further the purposes of the Rule and, moreover, may impair the ability of such companies to obtain capital. One commenter that supported the proposed rule change agreed that it is highly unlikely for shares in a REIT to commence trading at a significant premium. 14 Another commenter in support of the proposed rule change also noted its belief that the inclusion of DPP and REIT securities within the definition of “new issue” does little to further the purpose of Rule 2790 and has a negative impact on the ability of DPPs and REITs to raise capital. 15 14 *See* Hines. 15 *See* IPA. The Commission believes it is appropriate for the NASD to exclude from the definition of “new issue” BDCs, DPPs, and REITs because these products historically commence trading at their public offering price and premiums, if any, tend to be very small. We believe that the proposed rule change, in carving-out these securities offerings, is reasonable in that it, among other things, does not impede the ability of BDCs, DPPs, and REITs in raising capital, while preserving the rule's investor protection goals. We also note that NASD has stated that, if warranted by future developments in the trading pattern of BDCs, DPPs, or REITs, NASD staff would reconsider the appropriateness of the exclusion for offerings of these types of securities. Thus, the Commission believes that the proposed rule change to exclude BDCs, DPPs, and REITs from the definition of “new issue” is consistent with Sections 15A(b)(6) and 15A(b)(9) of the Exchange Act. B. Foreign Investment Company Exemption (NASD Rule 2790(c)(6)(A)) The proposal would include a technical change to the exemption for foreign investment companies in subparagraph (c)(6)(A) of NASD Rule 2790 to clarify the scope of the exemption as reflected in the Staff Memorandum. NASD believes this technical change is important because the purposes of NASD Rule 2790 could easily be frustrated by purchases of large quantities of a new issue by a foreign investment company listed on a foreign exchange that is owned entirely or principally by broker-dealer personnel (or other restricted persons). Of the six commenters that did not support approval of the proposed rule change, all focused on the Rule's existing exemption for foreign investment companies in subparagraph (c)(6)(B), which provides that a foreign investment company is eligible for an exemption from the Rule if, among other things, no person owning more than 5% of the shares of the investment company is a restricted person. 16 16 *See* HKIFA, IMA, ICI, Dechert, ITA and T. Rowe Price. The Commission notes that the proposed rule change to subparagraph (c)(6)(A) of the Rule is intended to clarify the scope of the exemption so that investment companies listed on a foreign exchange must be “for sale to the public.” As noted above, several commenters expressed concern regarding the 5% threshold in subparagraph (c)(6)(B) of the Rule. We note however, that this restriction is not a part of the current proposals, but has been in place since 1998 (as part of the predecessor to Rule 2790, the Free-Riding and Withholding Interpretation). 17 We therefore agree with the NASD that the concerns expressed by commenters in this regard are not germane to the current proposals. 18 17 *See* Securities Exchange Act Release No. 40001 (May 18, 1998), 63 FR 28535 (May 26, 1998). 18 One commenter, Dechert, on behalf of six Canadian mutual funds, alleged that the NASD's treatment of foreign entities in NASD Rule 2790 unduly burdened these Canadian mutual funds in violation of North American Free Trade Agreement (“NAFTA”). However, the Commission believes that the Rule is grounded in investor protection concerns and is not intended to unduly burden foreign investment companies. We also understand that NASD intends to continue to consider the concerns raised by commenters regarding the 5% limitation in subparagraph (c)(6)(B) of the Rule and to have further discussions with the industry regarding the Rule and whether additional amendments are appropriate. We urge the NASD to continue in these discussions with the industry in order to determine whether additional amendments to the Rule are appropriate. Thus, we find that the proposed rule change to clarify that, to satisfy the conditions of the exemption, a foreign investment company must, among other things, be “for sale to the public,” is reasonable and consistent with Sections 15A(b)(6) and 15A(b)(9) of the Exchange Act. C. Information Required To Be Filed (NASD Rule 2790(j)) The proposals would amend NASD Rule 2790 to codify the requirement for the book-running managing underwriter to file distribution information as announced in *NtM* 04-20. None of the commenters specifically addressed this aspect of the proposed rule change. The Commission believes this proposal is appropriate in order to provide clarity to the industry regarding new issue distribution data. Accordingly, the Commission believes this proposal is consistent with sections 15A(b)(6) and 15A(b)(9) of the Exchange Act. D. Implementation The NASD suggests that the proposed rule change become effective 45 days after approval by the Commission and the Commission believes that this is reasonable. IV. Conclusion *It is therefore ordered,* pursuant to section 19(b)(2) of the Exchange Act, 19 that the proposed rule change (SR-NASD-2004-165), as amended, is approved. 19 15 U.S.C. 78s(b)(2). 20 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 20 J. Lynn Taylor, Assistant Secretary. [FR Doc. E5-4327 Filed 8-9-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-52204; File No. SR-PCX-2005-63] Self-Regulatory Organizations; Pacific Exchange, Inc.; Notice of Filing and Order Granting Accelerated Approval of Proposed Rule Change and Amendment Nos. 1 and 2 Thereto Relating to the Adoption of Generic Listing Standards for Index-Linked Securities August 3, 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 28, 2005, the Pacific Exchange, Inc. (“PCX” or “Exchange”), through its wholly owned subsidiary PCX Equities, Inc. (“PCXE” or “Corporation”), filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in items I and II below, which items have been prepared by the Exchange. On July 26, 2005, PCX submitted Amendment No. 1 to the proposed rule change. 3 On August 3, 2005, PCX submitted Amendment No. 2 to the proposed rule change. 4 The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons and is approving the proposal on an accelerated basis. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 In Amendment No. 1, the Exchange made clarifying and technical changes to the original rule filing. Amendment No. 1 replaced PCX's original submission in its entirety. 4 In Amendment No. 2, the Exchange corrected a reference in the proposed rule text. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change Through PCXE, the Exchange proposes to amend its rules governing the Archipelago Exchange (“ArcaEx”), the equities trading facility of PCXE, to adopt PCXE Rule 5.2(j)(6). With this filing, the Exchange proposes to adopt generic listing standards pursuant to Rule 19b-4(e) 5 of the Act in connection with index-linked securities (“Index Securities”). The text of the proposed rule change is set forth below. Proposed new language is in *italics.* 5 17 CFR 240.19b-4(e). Rule 5 Listings Rule 5.2(a)-(i)-No change. Rule 5.2(j)(1)-(5)-No Change. Index-Linked Securities *Rule 5.2(j)(6). Index-linked securities are securities that provide for the payment at maturity of a cash amount based on the performance of an underlying index or indexes. Such securities may or may not provide for the repayment of the original principal investment amount. The Corporation may submit a rule filing pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934 (“Act”) to permit the listing and trading of index-linked securities that do not otherwise meet the standards set forth below in paragraphs

(a)through (k). The Corporation will consider for listing and trading pursuant to Rule 19b-4(e) under the Act, index-linked securities provided:* *(a) Both the issue and the issuer of such security meet the criteria set forth above in “General Criteria,” except that the minimum public distribution shall be 1,000,000 units with a minimum of 400 public holders, except, if traded in thousand dollar denominations, then no minimum number of holders.* *(b) The issue has a minimum term of one

(1)year but not greater than ten

(10)years.* *(c) The issue must be the non-convertible debt of the issuer.* *(d) The payment at maturity may or may not provide for a multiple of the positive performance of an underlying index or indexes; however, in no event will payment at maturity be based on a multiple of the negative performance of an underlying index or indexes.* *(e) The issuer will be expected to have a minimum tangible net worth in excess of $250,000,000, and to otherwise substantially exceed the earnings requirements set forth in PCXE Rule 5.2(c). In the alternative, the issuer will be expected:

(i)To have a minimum tangible net worth of $150,000,000 and to otherwise substantially exceed the earnings requirement set forth in PCXE Rule 5.2(c), and

(10)component securities. In addition, the index or indexes to which the security is linked shall either

(1)have been reviewed and approved for the trading of options or other derivatives by the Commission under Section 19(b)(2) of the Act and rules thereunder and the conditions set forth in the Commission's approval order, including comprehensive surveillance sharing agreements for non-U.S. stocks, continue to be satisfied, or

(2)the index or indexes meet the following criteria:* *(i) Each component security has a minimum market value of at least $75 million, except that for each of the lowest weighted component securities in the index that in the aggregate account for no more than 10% of the weight of the index, the market value can be at least $50 million;* *(ii) Each component security shall have trading volume in each of the last six months of not less than 1,000,000 shares, except that for each of the lowest weighted component securities in the index that in the aggregate account for no more than 10% of the weight of the index, the trading volume shall be at least 500,000 shares in each of the last six months;* *(iii) In the case of a capitalization weighted index or modified capitalization weighted index, the lesser of the five highest weighted component securities in the index or the highest weighted component securities in the index that in the aggregate represent at least 30% of the total number of component securities in the index, each have an average monthly trading volume of at least 2,000,000 shares over the previous six months;* *(iv) No underlying component security will represent more than 25% of the weight of the index, and the five highest weighted component securities in the index do not in the aggregate account for more than 50% of the weight of the index (60% for an index consisting of fewer than 25 component securities);* *(v) 90% of the index's numerical value and at least 80% of the total number of component securities will meet the then current criteria for standardized option trading set forth in PCX Rule 5.3;* *(vi) Each component security shall be an Act reporting company which is listed on a national securities exchange or is traded through the facilities of Nasdaq and reported national market system securities; and* *(vii) Foreign country securities or American Depository Receipts (“ADRs”) that are not subject to comprehensive surveillance agreements do not in the aggregate represent more than 20% of the weight of the index.* *

(h)Continued Listing Criteria—

(1)The Corporation will commence delisting or removal proceedings (unless the Commission has approved the continued trading of the subject index-linked security), if any of the standards set forth above in paragraph (g)(2) are not continuously maintained, except that: * *(i) the criteria that no single component represent more than 25% of the weight of the index and the five highest weighted components in the index can not represent more than 50% (or 60% for indexes with less than 25 components) of the weight of the Index, need only be satisfied for capitalization weighted, modified capitalization weighted and price weighted indexes as of the first day of January and July in each year;* *

(ii)the total number of components in the index may not increase or decrease by more than 33 1/3 % from the number of components in the index at the time of its initial listing, and in no event may be less than ten

(10)components; * *(iii) the trading volume of each component security in the index must be at least 500,000 shares for each of the last six months, except that for each of the lowest weighted components in the index that in the aggregate account for no more than 10% of the weight of the index, trading volume must be at least 400,000 shares for each of the last six months; and* *(iv) in a capitalization-weighted index or modified capitalization weighted index, the lesser of the five highest weighted component securities in the index or the highest weighted component securities in the index that in the aggregate represent at least 30% of the total number of stocks in the index have had an average monthly trading volume of at least 1,000,000 shares over the previous six months.* *(2) In connection with an index-linked security that is listed pursuant to paragraph (g)(1) above, the Corporation will commence delisting or removal proceedings (unless the Commission has approved the continued trading of the subject index-linked security) if an underlying index or indexes fails to satisfy the maintenance standards or conditions for such index or indexes as set forth by the Commission in its order under Section 19(b)(2) of the Act approving the index or indexes for the trading of options or other derivatives.* *(3) The Corporation will also commence delisting or removal proceedings (unless the Commission has approved the continued trading of the subject index-linked security), under any of the following circumstances:* *(i) if the aggregate market value or the principal amount of the securities publicly held is less than $400,000;* *(ii) if the value of the index or composite value of the indexes is no longer calculated or widely disseminated on at least a 15-second basis; or* *(iii) if such other event shall occur or condition exists which in the opinion of the Corporation makes further dealings on the Corporation inadvisable.* *(i) Index Methodology and Calculation—(i) Each index will be calculated based on either a capitalization, modified capitalization, price, equal-dollar or modified equal-dollar weighting methodology.

(ii)Indexes based upon the equal-dollar or modified equal-dollar weighting method will be rebalanced at least quarterly.

(iii)If the index is maintained by a broker-dealer, the broker-dealer shall erect a “firewall” around the personnel who have access to information concerning changes and adjustments to the index and the index shall be calculated by a third party who is not a broker-dealer.

(iv)The current value of an index will be widely disseminated at least every 15 seconds.

(v)If the value of an index-linked security is based on more than one

(1)index, then the composite value of such indexes must be widely disseminated at least every 15 seconds.* *(j) Surveillance Procedures.* The Corporation will implement written surveillance procedures for index-linked securities, including adequate comprehensive surveillance sharing agreements for non-U.S. securities, as applicable. *(k) Index-linked securities will be treated as equity instruments.* Rule 5.2(k)-(n)—No change. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange 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 III below. The Exchange 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 Under PCXE Rule 5.2(j)(1), the Exchange may approve, for listing and trading, securities that cannot be readily categorized under the listing criteria for common and preferred securities, bonds, debentures, or warrants. 6 The Exchange proposes to adopt PCXE Rule 5.2(j)(6) to provide generic listing standards to permit the trading of, either by listing or pursuant to unlisted trading privileges (“UTP”), Index Securities pursuant to Rule 19b-4(e) under the Act. 7 This filing is based on the American Stock Exchange LLC's (“AMEX”) proposed rule filing, which the Commission recently approved. 8 6 *See* PCXE Rule 5.2(j)(1). 7 17 CFR 240.19b-4(e). 8 *See* Securities Exchange Act Release No. 51563 (April 15, 2005), 70 FR 21257 (April 25, 2005) (SR-AMEX-2005-001). a. Generic Listing Standards Rule 19b-4(e) provides that the listing and trading of a new derivative securities product by a self-regulatory organization (“SRO”) shall not be deemed a proposed rule change, pursuant to paragraph (c)(1) of Rule 19b-4, 9 if the Commission has approved, pursuant to section 19(b) of the Act, 10 the SRO's trading rules, procedures, and listing standards for the product class that would include the new derivatives securities product, and the SRO has a surveillance program for the product class. 11 Hence, the Exchange is proposing this rule filing to adopt generic listing standards under new PCXE Rule 5.2(j)(6) for this product class, pursuant to which it will be able to trade, whether by listing or pursuant to UTP, Index Securities without individual Commission approval of each product pursuant to section 19(b)(2) of the Act. 12 Instead, the Exchange represents that any securities it lists and/or trades pursuant to PCXE Rule 5.2(j)(6) will satisfy the standards set forth therein. The Exchange states that within five

(5)business days after commencement of trading of an Index Security in reliance on PCXE Rule 5.2(j)(6), the Exchange will file a Form 19b-4(e). 13 9 17 CFR 240.19b-4(c)(1). 10 17 U.S.C. 78s(b). 11 *See* Securities Exchange Act Release No. 40761 (December 8, 1998), 63 FR 70952 (December 22, 1998) (the “19b-4(e) Order”). 12 15 U.S.C. 78s(b)(2). 13 17 CFR 240.19b-4(e)(2)(ii); 17 CFR 249.820. b. Index Securities Index Securities are designed for investors who desire to participate in a specific market segment through index products by providing investors with exposure to an identifiable underlying market index or combination of market indexes (the “Underlying Index” or “Underlying Indexes”). 14 Index Securities are the non-convertible debt of an issuer that have a term of at least one

(1)year but not greater than ten years. Index Securities may or may not make interest payments based on dividends or other cash distributions paid on the securities comprising the Underlying Index or Indexes to the holder during their term. Despite the fact that Index Securities are linked to an underlying index, each will trade as a single, exchange-listed security. 14 The Exchange understands that the holder of an Index Security may or may not be fully exposed to the appreciation and/or depreciation of the underlying component securities. For example, an Index Security may be subject to a “cap” on the maximum principal amount to be repaid to holders or a “floor” on the minimum principal amount to be repaid to holders at maturity. A typical Index Security traded, whether by listing or pursuant to UTP, on the Exchange provides for a payment amount in a multiple greater than one

(1)times the positive index return or performance, subject to a maximum gain or cap. More generally, Index Securities may or may not be structured with accelerated returns, upside or downside, based on the performance of the Underlying Index. The Exchange represents that the proposed generic listing standards will not be applicable to Index Securities where the payment at maturity may be based on a multiple of negative performance of an underlying index or indexes. An Index Security may or may not provide “principal protection,” *i.e.* , a minimum guaranteed amount to be repaid. 15 The Exchange believes that the flexibility to list a variety of Index Securities will offer investors the opportunity to more precisely focus their specific investment strategies. 15 Some Index Securities may provide for “contingent” protection of the principal amount, whereby the principal protection may disappear if the Underlying Index at any point in time during the life of such security reaches a certain predetermined level. The Exchange understands that the original public offering price of Index Securities may vary, with the most common offering price expected to be $10 or $1,000 per unit. As discussed above, Index Securities entitle the owner at maturity to receive a cash amount based upon the performance of a particular market index or combination of indexes. The Index Securities do not give the holder any right to receive a portfolio security, dividend payments, or any other ownership right or interest in the portfolio or index of securities comprising the Underlying Index. Pursuant to PCXE Rule 5.2(j)(6), the current value of an Underlying Index or composite value of the Underlying Index will be widely disseminated every 15 seconds during the trading day. Index Securities are expected to trade at a lower cost than the cost of trading each of the underlying component securities separately (because of reduced commission and custody costs) and are also expected to give investors the ability to maintain index exposure without the corresponding management or administrative fees and ongoing expenses. The initial offering price for an Index Security will be established on the date the security is priced for sale to the public. The final value of an Index Security will be determined on the valuation date at or near maturity consistent with the mechanics detailed in the prospectus for such Index Security. c. Proposed Listing Criteria The Exchange proposes the following for each issuer of Index Securities:

(A)*Assets/Equity* —Pursuant to PCXE Rule 5.2(j)(1), the issuer shall have assets in excess of $100 million and stockholders' equity of at least $10 million. In the case of an issuer that is unable to satisfy the earnings criteria set forth in PCXE Rule 5.2(c), the Exchange generally will require the issuer to have the following:

(i)assets in excess of $200 million and stockholders' equity of at least $10 million; or

(ii)assets in excess of $100 million and stockholders' equity of at least $20 million.

(B)*Distribution* —Minimum public distribution of 1,000,000 notes with a minimum of 400 public shareholders, except, if traded in thousand dollar denominations, then no minimum number of holders.

(C)*Principal Amount/Aggregate Market Value* —Not less than $4 million.

(D)*Term* —The issue has a minimum of one

(1)year but not greater than ten

(10)years.

(E)*Tangible Net Worth* —The issuer will be expected to have a minimum tangible net worth 16 in excess of $250,000,000 and to otherwise substantially exceed the earnings requirements set forth in PCXE Rule 5.2(c). In the alternative, the issuer will be expected:

(i)To have a minimum tangible net worth of $150,000,000 and to otherwise substantially exceed the earnings requirement set forth in PCXE Rule 5.2(c), and

(ii)not to have issued securities where the original issue price of all the issuer's other index-linked note offerings (combined with index-linked note offerings of the issuer's affiliates) listed on a national securities exchange or traded through the facilities of Nasdaq exceeds 25% of the issuer's net worth. 16 “Tangible net worth” is defined as total assets less intangible assets and total liabilities. Intangibles include non-material benefits such as goodwill, patents, copyrights and trademarks. Criteria for Underlying Indexes Under the Exchange's proposal, each Underlying Index must satisfy the specific criteria set forth in proposed PCXE Rule 5.2(j)(6)(g) or be an index previously approved for the trading of options or other derivative securities by the Commission under Section 19(b)(2) of the Act 17 and rules thereunder. In general, the criteria for the underlying component securities of the Underlying Index are substantially similar to the requirements for index options set forth in PCX Rule 5.13(a). In all cases, an Underlying Index must contain at least ten

(10)component securities (each, an “Underlying Security”). 17 15 U.S.C. 78s(b)(2). Examples of Underlying Indexes intended to be covered under the proposed generic listing standards include the Standard & Poor's 500 Index (“S&P 500”), Nasdaq-100 Index (“Nasdaq 100”), the Dow Jones Industrial Average (“DJIA”), Nikkei 225 Index (“Nikkei 225”), the Dow Jones STOXX 50 Index (“DJ STOXX 50”), the Global Titans 50 Index (“Global Titans 50”), Amex Biotechnology Index (“Amex Biotech”), and certain other indexes that represent various industry and/or market segments. In order to satisfy the proposed generic listing standards, the Underlying Index will be calculated based on either a market capitalization, 18 modified market capitalization, 19 price, 20 equal-dollar 21 or modified equal-dollar 22 weighting methodology. If a broker-dealer is responsible for maintaining (or has a role in maintaining) the Underlying Index, such broker-dealer is required to erect and maintain a “firewall,” in a form satisfactory to the Exchange, to prevent the flow of information regarding the Underlying Index from the index production personnel to the sales and trading personnel. 23 In addition, an Underlying Index that is maintained by a broker-dealer is also required to be calculated by an independent third party who is not a broker-dealer. 18 A “market capitalization” index is the most common type of stock index. The components are weighted according to the total market value of the outstanding shares, *i.e.* , share price times the number of shares outstanding. This type of index will fluctuate in line with the price moves of the component stocks. 19 A “modified market capitalization” index is similar to the market capitalization index, except that an adjustment to the weights of one or more of the components occurs. This is typically done to avoid having an index that has one or a few stocks representing a disproportionate amount of the index value. 20 A “price weighted” index is an index in which the component stocks are weighted by their share price. The most common example is the DJIA. 21 An “equal dollar weighted” index is an index structured so that share quantities for each of the component stocks in the index are determined as if one were buying an equal dollar amount of cash stock in the index. Equal dollar weighted indexes are usually rebalanced to equal weightings either quarterly, semi-annually, or annually. 22 A “modified equal-dollar weighted” index is designed to be a fair measurement of the particular industry or sector represented by the index, without assigning an excessive weight to one or more index components that have a large market capitalization relative to the other index components. In this type of index, the cash component is assigned a weight that takes into account the relative market capitalization of the securities comprising the index. The index is subsequently re-balanced to maintain these pre-established weighting levels. Like equal-dollar weighted indexes, the value of a modified equal-dollar weighted index will equal the current combined market value of the assigned number of shares of each of the underlying components divided by the appropriate index divisor. A modified equal-dollar weighted index will typically be re-balanced quarterly. 23 For certain indexes, an index provider, such as Dow Jones, may select the components and calculate the index, but overseas broker-dealer affiliates of U.S. registered broker-dealers may sit on an “advisory” committee that recommends component selections to the index provider. In such case, the Exchange should ensure that appropriate information barriers and insider trading policies exist for this advisory committee. *See* Securities Exchange Act Release No. 51563 (April 15, 2005), 70 FR 21257 (April 25, 2005) (SR-AMEX-2005-001). Eligibility Standards for Underlying Securities Index Securities will be subject to the criteria in proposed PCXE Rule 5.2(j)(6)(g) and

(h)for initial and continued listing. For an Underlying Index to be appropriate for the initial listing of an Index Security, such Index must either be approved for the trading of options or other derivative securities by the Commission under section 19(b)(2) of the Act 24 and rules thereunder or meet the following requirements: 24 15 U.S.C. 78s(b)(2). • Each Underlying Security must have a minimum market value of at least $75 million, except that for each of the lowest weighted Underlying Securities in the index that in the aggregate account for no more than 10% of the weight of the index, the market value can be at least $50 million; • Each Underlying Security must have a trading volume in each of the last six months of not less than 1,000,000 shares, except that for each of the lowest weighted Underlying Securities in the index that in the aggregate account for no more than 10% of the weight of the index, the trading volume shall be at least 500,000 shares in each of the last six months; • In the case of a capitalization-weighted or modified capitalization-weighted index, the lesser of the five highest weighted Underlying Securities in the index or the highest weighted Underlying Securities in the index that in the aggregate represent at least 30% of the total number of Underlying Securities in the index, each have an average monthly trading volume of at least 2,000,000 shares over the previous six months; • No component security will represent more than 25% of the weight of the index, and the five highest weighted component securities in the index will not in the aggregate account for more than 50% of the weight of the index (60% for an index consisting of fewer than 25 Underlying Securities); • 90% of the index's numerical index value and at least 80% of the total number of component securities will meet the then current criteria for standardized options trading set forth in PCX Rule 5.3; • Each component security shall be a reporting company under the Act, which is listed on a national securities exchange or is traded through the facilities of a national securities system and is subject to last sale reporting; and • Foreign country securities or American Depository Receipts (“ADRs”) that are not subject to comprehensive surveillance agreements do not in the aggregate represent more than 20% of the weight of the index. As described above in the Section entitled “Criteria for Underlying Indexes,” all Underlying Indexes are required to have at least ten

(10)component securities. The proposed continued listing criteria set forth in proposed PCXE Rule 5.2(j)(6)(h) regarding the underlying components of an Underlying Index provides that the Exchange will commence delisting or removal proceedings of an Index Security (unless the Commission has approved the continued trading of the Index Security) if any of the standards set forth in the initial eligibility criteria of proposed PCXE Rule 5.2(j)(6)(g)(2) are not continuously maintained, except that: • The criteria that no single component represent more than 25% of the weight of the index and the five highest weighted components in the index can not represent more than 50% (or 60% for indexes with less than 25 components) of the weight of the Index, need only be satisfied for capitalization weighted and price weighted indexes as of the first day of January and July in each year; • The total number of components in the index may not increase or decrease by more than 33 1/3 % from the number of components in the index at the time of its initial listing, and in no event may be less than ten

(10)components; • The trading volume of each component security in the index must be at least 500,000 shares for each of the last six months, except that for each of the lowest weighted components in the index that in the aggregate account for no more than 10% of the weight of the index, trading volume must be at least 400,000 shares for each of the last six months; and • In a capitalization-weighted or modified capitalization weighted index, the lesser of the five highest weighted component securities in the index or the highest weighted component securities in the index that in the aggregate represent at least 30% of the total number of stocks in the index have had an average monthly trading volume of at least 1,000,000 shares over the previous six months. In connection with an Index Security that is listed pursuant to proposed PCXE Rule 5.2(j)(6)(g)(1), the Exchange will commence delisting or removal proceedings (unless the Commission has approved the continued trading of the Index Security) if an underlying index or indexes fails to satisfy the maintenance standards or conditions for such index or indexes as set forth by the Commission in its order under section 19(b)(2) of the Act 25 approving the index or indexes for the trading of options or other derivatives. 25 15 U.S.C. 78s(b)(2). As set forth in proposed PCXE Rule 5.2(j)(6)(h)(3), the Exchange will also commence delisting or removal proceedings of an Index Security (unless the Commission has approved the continued trading of the Index Security), under any of the following circumstances: • If the aggregate market value or the principal amount of the securities publicly held is less than $400,000; • If the value of the Underlying Index or composite value of the Underlying Index is no longer calculated and widely disseminated on at least a 15-second basis; or • If such other event shall occur or condition exists which in the opinion of the Exchange makes further dealings on the Exchange inadvisable. The Exchange represents that Index Securities traded, whether by listing or pursuant to UTP, on the Exchange will be required to be in compliance with Rule 10A-3 under the Act. 26 26 *See* 17 CFR 240.10A-3(c)(7). Exchange Rules Applicable to Index-Linked Securities Index Securities will be treated as equity instruments and will be subject to all Exchange rules governing the trading of equity securities, including, among others, rules governing priority, parity and precedence of orders, market volatility related trading halt provisions pursuant to PCXE Rule 7.12. Exchange equity margin rules and the regular trading hours set forth in PCXE Rule 7.34 will apply to transactions in Index-Linked Securities. Information Circular In addition, upon evaluating the nature and complexity of each Index Security, the Exchange represents that it will prepare and distribute, if appropriate, an Information Circular to Equities Trading Permit (“ETP”) Holders describing the product. Accordingly, the particular structure and corresponding risk of an Index Security traded on the Exchange will be highlighted and disclosed. 27 In particular, the circular will set forth the Exchange's suitability rule that requires ETP Holders recommending a transaction in Index Securities:

(1)To determine that such transaction is suitable for the customer (PCXE Rule 9.2) and

(2)to have a reasonable basis for believing that the customer can evaluate the special characteristics of, and is able to bear the financial risks of such transaction. 27 The Exchange notes that ETP Holders conducting a public securities business are subject to the rules and regulations of the National Association of Securities Dealers, Inc. (“NASD”), including NASD Rule 2310(a) and (b). Accordingly, NASD Notice to Members 03-71 regarding non-conventional investments or “NCIs” applies to ETP Holders recommending/selling index-linked securities to public customers. This Notice specifically reminds members in connection with NCIs (such as index-linked securities) of their obligations to:

(1)Conduct adequate due diligence to understand the features of the product;

(2)perform a reasonable-basis suitability analysis;

(3)perform customer-specific suitability analysis in connection with any recommended transactions;

(4)provide a balanced disclosure of both the risks and rewards associated with the particular product, especially when selling to retail investors;

(5)implement appropriate internal controls; and

(6)train registered persons regarding the features, risk and suitability of these products. Surveillance The Exchange will closely monitor activity in Index Securities to identify and deter any potential improper trading activity in Index Securities. Additionally, the Exchange represents that its surveillance procedures are adequate to properly monitor the trading of Index Securities. Specifically, the Exchange will rely on its existing surveillance procedures governing equities, options and exchange-traded funds, which have been deemed adequate under the Act. The Exchange has developed procedures to closely monitor activity in the Index Security and related Underlying Securities to identify and deter potential improper trading activity. Proposed PCXE Rule 5.2(j)(6)(j) provides that the Exchange will implement written surveillance procedures for Index Securities. The Exchange also has a general policy prohibiting the distribution of material, non-public information by its employees. As detailed above in the description of the generic standards, if the issuer or a broker-dealer is responsible for maintaining (or has a role in maintaining) the Underlying Index, such issuer or broker-dealer is required to erect and maintain a “firewall” in a form satisfactory to the Exchange, in order to prevent the flow of information regarding the Underlying Index from the index production personnel to sales and trading personnel. In addition, the Exchange will require that calculation of Underlying Indexes be performed by an independent third party who is not a broker-dealer. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with section 6(b) of the Act, 28 in general, and furthers the objectives of section 6(b)(5) of the Act, 29 in particular in that it is designed to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. 28 15 U.S.C. 78f(b). 29 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others Written comments on the proposed rule change were neither solicited nor received. III. 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-PCX-2005-63 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 20549-9303. All submissions should refer to File Number SR-PCX-2005-63. 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 offices 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-2005-63 and should be submitted on or before August 31, 2005. IV. Commission's Findings After careful consideration, the Commission finds that the proposed rule change, as amended, is consistent with section 6(b) of the Act 30 and the rules and regulations thereunder applicable to a national securities exchange. 31 In particular, the Commission believes that the proposal furthers the objectives of section 6(b)(5) of the Act 32 in that it is designed to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, and to remove impediments and perfect the mechanisms of a free and open market and to protect investors and the public interest. 30 15 U.S.C. 78f(b). 31 In approving this proposal, the Commission has considered its impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). 32 15 U.S.C. 78f(b)(5). The Commission has previously approved the listing and trading of several Index Securities based on a variety of debt structures and market indexes. 33 The Commission has also approved, pursuant to Rule 19b-4(e) under the Act, 34 generic listing standards for these securities proposed by the AMEX that, in all material respects, are identical to those proposed by PCX. 35 33 *See* Securities Exchange Act Release Nos. 41091 (February 23, 1999), 64 FR 10515 (March 4, 1999) (Narrow-Based Index Options); 42787 (May 15, 2000), 65 FR 33598 (May 24, 2000) (ETFs); and 43396 (September 29, 2000), 65 FR 60230 (October 10, 2000) (TIRs). 34 17 CFR 240.19b-4(e). 35 *See supra* note 6. Consistent with its previous orders, the Commission believes that generic listing standards proposed by PCX for Index Securities should fulfill the intended objective of Rule 19b-4(e) by allowing those Index Securities that satisfy the generic listing standards to commence trading without public comment and Commission approval. 36 This has the potential to reduce the time frame for bringing Index Securities to market and thereby reduce the burdens on issuers and other market participants. Further, the Exchange's ability to rely on Rule 19b-4(e) for Index Securities potentially reduces the time frame for listing and trading these securities, and thus enhances investors' opportunities. The Commission notes that it maintains regulatory oversight over any products listed pursuant to generic listing standards through regular inspection oversight. 36 The Commission notes that the failure of a particular index to comply with the proposed generic listing standards under Rule 19b-4(e), however, would not preclude the Exchange from submitting a separate filing pursuant to Section 19(b)(2), requesting Commission approval to list and trade a particular index-linked product. A. Trading of Index Securities Taken together, the Commission finds that the PCX proposal contains adequate rules and procedures to govern the trading of Index Securities listed pursuant to Rule 19b-4(e) on the Exchange or traded pursuant to unlisted trading privileges. All Index Security products listed under the standards will be subject to the full panoply of PCX rules and procedures that now govern the trading of Index Securities and the trading of equity securities on the PCX, including among others, rules and procedures governing trading halts, disclosures to members, responsibilities of the specialist, account opening and customer suitability requirements, the election of a stop or limit order, and margin. PCX has proposed asset/equity requirements and tangible net worth for each Index Security issuer, as well as minimum distribution, principal/market value, and term thresholds for each issuance of Index Securities. As set forth more fully above, PCX's proposed listing criteria include minimum market capitalization, monthly trading volume, and relative weighting requirements for the Index Securities. These requirements are designed to ensure that the trading markets for index components underlying Index Securities are adequately capitalized and sufficiently liquid, and that no one stock dominates the index. The Commission believes that these requirements should significantly minimize the potential for of manipulation. The Commission also finds that the requirement that each component security underlying an Index Security be listed on a national securities exchange or traded through the facilities of a national securities system and subject to last sale reporting will contribute significantly to the transparency of the market for Index Securities. Alternatively, if the index component securities are foreign securities that are not reporting companies, the generic listing standards permit listing of an Index Security if the Commission previously approved the underlying index for trading in connection with another derivative product and certain surveillance sharing arrangements exist with foreign markets. The Commission believes that if it has previously determined that such index and its components were sufficiently transparent, then the Exchange may rely on this finding, provided it has comparable surveillance sharing arrangements with the foreign market that the Commission relied on in approving the previous product. The Commission believes that by requiring pricing information for both the relevant underlying index or indexes and the Index Security to be readily available and disseminated, the proposed listing standards should help ensure a fair and orderly market for Index Securities approved pursuant to PCXE Rule 5.2(j)(6). The Commission also believes that the requirement that at least 90 percent of the component securities, by weight, and 80 percent of the total number of Underlying Securities, be eligible individually for options trading will prevent an Index Security from being a vehicle for trading options on a security not otherwise options eligible. The Exchange has also developed delisting criteria that will permit PCX to suspend trading of an Index Security in case of circumstances that make further dealings in the product inadvisable. The Commission believes that the delisting criteria will help ensure a minimum level of liquidity exists for each Index Security to allow for the maintenance of fair and orderly markets. Also, the Exchange will commence delisting proceedings in the event that the value of the underlying index or index is no longer calculated and widely disseminated on at least a 15-second basis. B. Surveillance The Exchange must surveil trading in any products listed under the generic listing standards. In that regard, the Commission believes that a surveillance sharing agreement between an Exchange proposing to list a stock index derivative product and the exchange(s) trading the stocks underlying the derivative product is an important measure for surveillance of the derivative and underlying securities markets. When a new derivative securities product based upon domestic securities is listed and traded on an exchange pursuant to Rule 19b-4(e) under the Act, the exchange should determine that the markets upon which all of the U.S. component securities trade are members of the Intermarket Surveillance Group (“ISG”), which provides information relevant to the surveillance of the trading of securities on other market centers. 37 For new derivative securities products based on securities from one or more foreign markets, the exchange should have a comprehensive Intermarket Surveillance Agreement that covers the securities underlying the new securities product. 38 Accordingly, with respect to indexes not previously approved by the Commission, the Commission finds that PCX's commitment to implement comprehensive surveillance sharing agreements, 39 as necessary, and the definitive requirements that

(i)each component security shall be a registered reporting company under the Act and

(ii)no more than 20 percent of the weight of the Underlying Index or Underlying Indexes may be comprised of foreign country securities or ADRs not subject to a comprehensive surveillance sharing agreement, 40 will make possible adequate surveillance of trading of Index Securities listed pursuant to the proposed generic listing standards. 37 *See* Securities Exchange Act Release No. 40761 (December 8, 1998), 63 FR 70952 (December 22, 1998) (File No. S7-13-98). ISG was formed on July 14, 1983, to, among other things, coordinate more effectively surveillance and investigative information sharing arrangements in the stock and options markets. The Commission notes that all of the registered national securities exchanges, including the ISE, as well as the NASD, are members of the ISG. 38 *See id* . 39 Proposed PCXE Rule 5.2(j)(6)(j). 40 Proposed PCXE Rule 5.2(j)(6)(g)(vii). With regard to actual oversight, PCX represents that its surveillance procedures are sufficient to detect fraudulent trading among members in the trading of Index Securities pursuant to proposed PCXE Rule 5.2(j)(6). C. Acceleration The Commission finds good cause for approving proposed rule change, as amended, prior to the 30th day after the date of publication of notice of filing thereof in the **Federal Register.** The proposal implements generic listing standards substantially identical to those already approved for the Amex. The Commission does not believe that the Exchange's proposal raises any novel regulatory issues. The proposed generic listing criteria should enable more expeditious review and listing of Index Securities by PCX, thereby reducing administrative burdens and benefiting the investing public. Thus, the Commission finds good cause to accelerate approval of the proposed rule change, as amended. V. Conclusion *It is therefore ordered,* pursuant to section 19(b)(2) of the Act, 41 that the proposed rule change (SR-PCX-2005-63), as amended, is hereby approved on an accelerated basis. 41 15 U.S.C. 78s(b)(2). 42 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 42 J. Lynn Taylor, Assistant Secretary. [FR Doc. E5-4326 Filed 8-9-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-52201; File No. SR-SCCP-2004-03] Self-Regulatory Organizations; Stock Clearing Corporation of Philadelphia; Notice of Filing of Proposed Rule Change by Relating Anonymous Features on Trading Systems August 3, 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 September 7, 2004, Stock Clearing Corporation of Philadelphia (“SCCP“) 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 SCCP. 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 proposed rule change would allow SCCP to processes trades executed on a trading system that provides for anonymous trading. 3 3 The proposed rule change is similar to a rule change approved by the Commission in 2003 that allowed the National Securities Clearing Corporation (“NSCC”) to accommodate the reporting of trades executed on a system that provides trading anonymity. Securities Exchange Act Release No. 48526 (September 23, 2003), 68 FR 56367 (September 30, 2003) [File No. SR-NSCC-2003-14]. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, SCCP 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. SCCP 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 Currently, SCCP receives and processes its participants' trades. In the future, SCCP may receive locked-in trade data from a trading system that provides anonymity. In such a situation, SCCP would report such trades to its participants using an anonymous acronym instead of naming or identifying the actual contra side account number. In the event that SCCP ceases to act for a participant in an anonymous trade, the operator of the trading system shall have the responsibility to identify to its users the trades, which are generally included in reports produced by SCCP, involving the affected participant. SCCP would forward to the operator of the trading system the appropriate information to facilitate its notification of its users. In addition, should SCCP receive information from NSCC that NSCC had ceased to act for an NSCC member that is an unidentified contra side of any such trade, SCCP would also forward this information to the operator of the trading system. 4 4 NSCC's anonymous trading rule includes similar notification requirements. SCCP believes that its proposed rule change is consistent with the requirements of section 17A(b)(3)(F) of the Act because it is designed to promote the prompt and accurate clearance and settlement of securities transactions and to remove impediments to and perfect the mechanism of a national system for the prompt and accurate clearance and settlement of securities transactions in that the proposed rule change should allow SCCP to accommodate trades executed on an anonymous trading system and should provide for the prompt and accurate clearance of those trades. B. Self-Regulatory Organization's Statement on Burden on Competition SCCP does not believe that the proposed rule change will impose any inappropriate burden on competition. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. III. 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-SCCP-2004-03 on the subject line. Paper Comments • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-9303. All submissions should refer to File Number SR-SCCP-2004-03. 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, 100 F Street, NE., Washington, DC 20549-9303. Copies of such filing also will be available for inspection and copying at the principal office of SCCP and on SCCP's Web site at *http://www.phlx.com/SCCP* . 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-SCCP-2004-03 and should be submitted on or before August 31, 2005. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 5 5 17 CFR 200.30-3(a)(12). J. Lynn Taylor, Assistant Secretary. [FR Doc. E5-4311 Filed 8-9-05; 8:45 am] BILLING CODE 8010-01-P DEPARTMENT OF STATE [Public Notice 5154] Culturally Significant Objects Imported for Exhibition Determinations: “New Photography '05: Carlos Garaicoa, Bertien van Manen, Phillip Pisciotta, Robin Rhode” SUMMARY: Notice is hereby given of the following determinations: Pursuant to the authority vested in me by the Act of October 19, 1965 (79 Stat. 985; 22 U.S.C. 2459), Executive Order 12047 of March 27, 1978, the Foreign Affairs Reform and Restructuring Act of 1998 (112 Stat. 2681, *et seq.* ; 22 U.S.C. 6501 note, *et seq.* ), Delegation of Authority No. 234 of October 1, 1999, Delegation of Authority No. 236 of October 19, 1999, as amended, and Delegation of Authority No. 257 of April 15, 2003 [68 FR 19875], I hereby determine that the objects to be included in the exhibition “New Photography '05: Carlos Garaicoa, Bertien van Manen, Phillip Pisciotta, Robin Rhode” imported from abroad for temporary exhibition within the United States, are of cultural significance. The objects are imported pursuant to loan agreements with the foreign owner or custodian. I also determine that the exhibition or display of the exhibit objects at The Museum of Modern Art, New York New York, from on or about October 21, 2005 to on or about January 16, 2006, and at possible additional venues yet to be determined, is in the national interest. Public Notice of these Determinations is ordered to be published in the **Federal Register** . FOR FURTHER INFORMATION CONTACT: For further information, including a list of the exhibit objects, contact Wolodymyr R. Sulzynsky, the Office of the Legal Adviser, Department of State, (telephone: 202/453-8050). The address is Department of State, SA-44, 301 4th Street, SW., Room 700, Washington, DC 20547-0001. Dated: August 2, 2005. C. Miller Crouch, Principal Deputy Assistant Secretary for Educational and Cultural Affairs, Department of State. [FR Doc. 05-15818 Filed 8-9-05; 8:45 am]

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