Notices. SECURITIES AND EXCHANGE COMMISSION
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BILLING CODE 6325-39-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-52660; File No. SR-CBOE-2005-80] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of Proposed Rule Change and Amendment No. 2 Thereto Relating to Crediting of Certain DPM Principal Acting as Agent Order Transaction Fees October 24, 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 30, 2005, the Chicago Board Options Exchange, Incorporated (“CBOE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange.
On October 17, 2005, the Exchange filed Amendment No. 1 to the proposed rule change. 3 On October 20, 2005, the Exchange filed Amendment No. 2 to the proposed rule change. 4 CBOE has designated this proposal as one establishing or changing a due, fee, or other charge imposed by a self-regulatory organization pursuant to Section 19(b)(3)(A) of the Act, 5 and Rule 19b-4(f)(2) thereunder, 6 which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 Amendment No. 1 was withdrawn by CBOE on October 20, 2005. 4 In Amendment No. 2, the Exchange made non-substantive changes to the purpose of the proposed rule change and to the proposed rule text, clarified the apportionment of the $.20 credit, and added a reimbursement obligation on the part of DPMs in connection with the Linkage Fee Credit described herein. 5 15 U.S.C. 78s(b)(3)(A). 6 17 CFR 240.19b-4(f)(2).
I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change CBOE proposes to amend its Fees Schedule to enhance the credit to Designated Primary Market-Makers (“DPMs”) for transaction fees they incur related to the execution of outbound “principal acting as agent” (“P/A”) Orders. The text of the proposed rule change is available on CBOE's Web site, *http://www.cboe.com* , at CBOE's principal office, 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, CBOE included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposal. The text of these statements may be examined at the places specified in Item IV 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 the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange, pursuant to Section 21 of the CBOE Fees Schedule, credits DPMs for transaction fees they incur related to the execution of outbound P/A Orders, as defined in the Plan for the Purpose of Creating and Operating an Intermarket Option Linkage (“Linkage”). This “Linkage Fee Credit” is accomplished via a rebate and a credit:
(i)the Exchange rebates transaction fees that DPMs incur when they trade against a customer order that underlies a P/A Order the DPM sent through the Linkage; and
(ii)the Exchange credits the DPMs up to an additional 50% of such transaction fees (“50% Credit”) to help offset some of the fees the DPMs incur for submitting P/A Orders through the Linkage. 7 Thus, at current rates in equity options, a DPM receives a rebate of the $.12 per contract CBOE transaction fee, and up to an additional $.06 per contract under the 50% Credit, for a total payment of up to $.18 per contract. 7 *See* Securities Exchange Act Release Nos. 49341 (March 1, 2004), 69 FR 10492 (March 5, 2004) (SR-CBOE-2004-08) and 49769 (May 25, 2004), 69 FR 31145 (June 2, 2004) (SR-CBOE-2004-13). The Exchange proposes to enhance the Linkage Fee Credit by replacing the 50% Credit with a credit of up to $.20 per contract. As under the current program, the aggregate amount of the $.20 per contract credit for all DPMs will be limited to no more than the total amount of fees that the Exchange earns from fees generated by inbound Linkage transaction fees. The foregoing credit is apportioned to DPMs pro-rata based on the number of contracts executed by each DPM at other exchanges via P/A Orders. A DPM will be expected to reimburse the Exchange to the extent that the funds received by the DPM via the Linkage Fee Credit program exceed the DPM's actual costs incurred in executing linkage-related transactions. The Exchange also proposes to modify Section 23 of the Fees Schedule, which includes a cross-reference to Section 21, to reflect the changes to Section 21. The purpose of the enhanced Linkage Fee Credit program is to further assist DPMs in offsetting the additional costs they incur in routing orders to other exchanges in order to obtain the National Best Bid or Offer. The proposed Linkage Fee Credit program will be effective October 1, 2005 through December 30, 2005. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act 8 in general, and furthers the objectives of Section 6(b)(4) of the Act 9 in particular, in that it is designed to provide for the equitable allocation of reasonable dues, fees, and other charges among its members. 8 15 U.S.C. 78f(b). 9 15 U.S.C. 78f(b)(4). B. Self-Regulatory Organization's Statement on Burden on Competition CBOE believes that the proposed rule change would impose no 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 CBOE did not solicit or receive any written comments with respect to the proposal. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing proposed rule change has been designated as a fee change pursuant to Section 19(b)(3)(A)(ii) of the Act 10 and Rule 19b-4(f)(2) 11 thereunder. Accordingly, the proposal is effective upon filing with the Commission. At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 12 10 15 U.S.C. 78s(b)(3)(A)(ii). 11 17 CFR 240.19b-4(f)(2). 12 The effective date of the original proposed rule change is September 30, 2005, and the effective date of Amendment No. 2 is October 20, 2005. For purposes of calculating the 60-day period within which the Commission may summarily abrogate the proposed rule change, as amended, under Section 19(b)(3)(C) of the Act, the Commission considers the period to commence on October 20, 2005, the date on which the Exchange submitted Amendment No. 2. *See* 15 U.S.C. 78s(b)(3)(C). IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov* . Please include File Number SR-CBOE-2005-80 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-CBOE-2005-80. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing also will be available for inspection and copying at the principal office of the 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-CBOE-2005-80 and should be submitted on or before November 21, 2005. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 13 13 17 CFR 200.30-3(a)(12). Jonathan G. Katz, Secretary. [FR Doc. E5-6000 Filed 10-28-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-52653; File No. SR-DTC-2005-15] Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Eliminate the Use of Contra CUSIP Numbers To Segregate Partially-Called Positions of Participants in Variable Rate Demand Obligation Issues October 21, 2005. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 notice is hereby given that on October 3, 2005, The Depository Trust Company (“DTC”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change described in Items I, II, and III below, which items have been prepared primarily by DTC. The Commission is publishing this notice to solicit comments on the proposed rule change from interested parties. 1 15 U.S.C. 78s(b)(1). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The proposed rule change eliminates the use of contra CUSIP numbers to segregate partially-called positions of participants in Variable Rate Demand Obligation (“VRDO”) issues. These positions will be handled in the same manner as all other issue types, with the partially-called positions being segregated in the Call Account under the issue's regularly assigned CUSIP number. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, DTC included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the rule change. The text of these statements may be examined at the places specified in Item IV below. DTC has prepared summaries, set forth in sections (A), (B), and
(C)below, of the most significant aspects of these statements. 2 2 The Commission has modified the text of the summaries prepared by DTC.
(A)Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change The use of contra CUSIP numbers for VRDO partial calls was designed to facilitate the settlement of trades in called securities. The practice enables participants to process book-entry deliveries versus payment by the submission of Deliver Order (“DO”) transactions, with the ultimate receiving participants of the deliveries being credited with the call proceeds on redemption date. In practice, the use of contra CUSIPs for this purpose is inefficient for participants and for DTC. For example, DTC must maintain security master file linkages of the related CUSIP numbers and separately announce and process the interest payments due participants and their customers based on contra CUSIP positions. Furthermore, thousands of partially-called positions in contra CUSIP numbers are created each month, and DTC has determined that very few DOs are processed. In place of the use of contra CUSIP's, DTC will now process partially-called positions in VRDO issues in the same manner as all other issue types, with the partially-called positions being segregated in the Call Account under the issue's regularly assigned CUSIP number. DTC believes the rule change is consistent with Section 17A of the Act, 3 as amended, because it will promote efficiency in processing partial calls of VRDO issues. The rule change will be implemented consistently with the safeguarding of securities and funds in the custody or control of DTC because DTC will be processing partial calls of VRDO issues in a similar manner to the way DTC processes partial calls of other issue types. 3 15 U.S.C. 78q-1.
(B)Self-Regulatory Organization's Statement on Burden on Competition DTC does not believe that the proposed rule change will have any impact or impose any burden on competition.
(C)Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others DTC has discussed this proposed rule change with various participants. DTC circulated an Important Notice on August 4, 2005, describing the proposal and inviting participants to direct comments and questions to DTC (Important Notice B# 8359). DTC received one comment letter from the Regional Municipal Operations Association, which supported the rule change. DTC will notify the Commission of any additional written comments received by DTC. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing proposed rule change has become effective upon filing pursuant to Section 19(b)(3)(A)(iii) of the Act 4 and Rule 19b-4(f)(4) 5 thereunder because it does not adversely affect the safeguarding of securities or funds in the custody or control of DTC or for which it is responsible and does not significantly affect the respective rights or obligations of the clearing agency or persons using the service. At any time within sixty days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 4 15 U.S.C. 78s(b)(3)(A)(iii). 5 17 CFR 240.19b-4(f)(4). 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-DTC-2005-15 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-DTC-2005-15. 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. Copies of such filings also will be available for inspection and copying at the principal office of DTC and on DTC's Web site at *https://login.dtcc.com/dtcorg/* . 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-DTC-2005-15 and should be submitted on or before November 21, 2005. 6 17 CFR 200.30-3(a)(12). For the Commission by the Division of Market Regulation, pursuant to delegated authority. 6 Jonathan G. Katz, Secretary. [FR Doc. E5-5997 Filed 10-28-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-52665; File No. SR-DTC-2005-16] Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing of Proposed Rule Change To Require Members To Purchase Shares of the Common Stock of The Depository Trust & Clearing Corporation October 25, 2005. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 notice is hereby given that on October 4, 2005, The Depository Trust Company (“DTC”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change described in Items I, II, and III below, which items have been prepared primarily by DTC. The Commission is publishing this notice to solicit comments on the proposed rule change from interested parties. 1 15 U.S.C. 78s(b)(1). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The purpose of this proposed rule change is to amend the rules of DTC to require that participants of DTC other than Limited Participants purchase shares of common stock of The Depository Trust & Clearing Corporation (“DTCC”). II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, DTC 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. DTC has prepared summaries, set forth in sections (A), (B), and
(C)below, of the most significant aspects of these statements. 2 2 The Commission has modified the text of the summaries prepared by DTC.
(A)Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change
(a)DTCC is a holding company for three registered clearing agencies: DTC, the National Securities Clearing Corporation (“NSCC”), and the Fixed Income Clearing Corporation (“FICC”). Pursuant to DTCC's current Shareholders Agreement (“Current Shareholders Agreement”), substantially all members and participants of DTC, NSCC, and FICC (“Participants”) are entitled but are not required to purchase DTCC common shares. Participants are allocated an entitlement to purchase DTCC common shares on the basis of their relative use of the services of DTC, NSCC, and FICC. As of the last periodic allocation of share entitlements in 2003, approximately 1,100 Participants had a right to purchase DTCC common shares; however, only 190 Participants currently own any DTCC common shares and of these only 86 own DTCC common shares up to the full amounts of their share entitlements. DTCC is currently soliciting the consent of its common shareholders to amend the Current Shareholders Agreement pursuant to which Participants of DTC, NSCC, and FICC that make full use of the services of one or more of these clearing agency subsidiaries of DTCC would be required to purchase DTCC common shares (“Mandatory Purchaser Participants”) 3 in accordance with the terms of the Current Shareholders Agreement while preserving the right but not the obligation of other Participants that make only limited use of their services to purchase DTCC common shares (“Voluntary Purchaser Participants”). 4 3 Under the Proposed Shareholders Agreement, a Mandatory Purchaser Participant that is a Participant in more than one clearing agency will be required to purchase DTCC common shares based upon its relative use of the services of all clearing agencies of which it is a Participant. 4 The proposed DTCC Shareholders Agreement (“Proposed Shareholders Agreement”) marked to show the proposed amendments is attached to the proposed rule change as Exhibit 3 and is available on DTC's Web site at *http://www.dtc.org/impNtc/mor/index.html.* The effective date of the Proposed Shareholders Agreement would be the later of
(i)approval by DTCC common shareholders owning two-thirds of the outstanding DTCC common shares and
(ii)approval by the Commission of the proposed rule change and similar proposed rule changes being submitted by NSCC and FICC. Holders of DTCC common shares are entitled to elect all of the directors of DTCC other than two directors that DTCC preferred shareholders are entitled to elect. 5 DTCC common shareholders are entitled to vote on all other matters submitted to a vote of DTCC shareholders, and each DTCC common shareholder is entitled to one vote per DTCC common share. DTCC common shareholders are entitled to cumulate their votes for the election of directors. In addition, DTCC common shareholders are entitled to receive, when and if declared by the Board of Directors of DTCC, out of assets of DTCC dividends payable in cash or stock or otherwise. However, since DTC, NSCC, and FICC provide their services to their Participants on a cost-basis with revenues in excess of expenses and necessary reserves rebated or on a discounted basis, as a matter of policy and practice DTCC does not pay any dividends on DTCC common shares. The proposed amendments to the Current Shareholders Agreement will have no effect on these rights of DTCC common shareholders and preferred shareholders. 5 In connection with the 1999 integration of DTC and NSCC and formation of DTCC, the New York Stock Exchange (“NYSE”) and the National Association of Securities Dealers (“NASD”), the then coowners of NSCC, each received 10,000 DTCC preferred shares in exchange for their NSCC common stock. DTCC preferred shareholders have no right to vote on any matters submitted to a vote of DTC shareholders except that each of the two DTCC preferred shareholders are entitled to elect one director. DTCC preferred shareholders have no right to receive any dividends. In the event of any liquidation, dissolution or winding up of the affairs of DTCC, DTCC preferred shareholders are entitled to a liquidation preference of $300 per share of DTCC preferred stock. Pursuant to certain covenants in the Current Shareholders Agreement, a person elected a director of DTCC also serves as a director of each of DTC, NSCC, and FICC. The proposed changes in the Current Shareholders Agreement will have no effect on these covenants. The system for allocating entitlements to purchase shares, which was incorporated into the Current Shareholders Agreement, was first implemented by DTC with respect to DTC common shares in 1973. At that time, the banks that were users of DTC's services purchased their DTC common shares directly but for logistical and other reasons the NYSE, the NASD and the American Stock Exchange (“AMEX”) (collectively, the “Self-Regulatory Organizations”) purchased the DTC common shares allocated to the broker-dealers that were members of the Self-Regulatory Organizations and users of the services of DTC. It was anticipated that over time as broker-dealers exercised their right to purchase DTC common shares, the number of DTC common shares held by broker-dealers directly would increase and the number of DTC common shares held by the Self-Regulatory Organizations would correspondingly decrease, potentially to zero, since the share entitlements of the Self-Regulatory Organizations were a function of the unexercised share entitlements of their members. The Self-Regulatory Organizations, notwithstanding the passage of time and the opportunity afforded their members to purchase DTCC common shares, continue to hold a significant block of DTCC common shares. NYSE holds approximately 29% of the outstanding DTCC common shares, and the NASD and the AMEX each holds approximately 3.7%. Accordingly, a total of approximately 36.4% of the outstanding DTCC common shares are not held by Participants but rather are held in a representative capacity by the Self-Regulatory Organizations for broker-dealer Participants which have not purchased any DTCC common shares or have not purchased DTCC common shares commensurate with their share entitlements. It is also the case that a significant number of Participants other than broker-dealers have not purchased any DTCC common shares or have not purchased DTCC common shares commensurate with their share entitlements. Ownership of DTCC common shares (and previously ownership of DTC common shares) is not a financial investment but instead is a vehicle for supporting each registered clearing agency and influencing its policies and operations through the election of directors. By providing that all DTCC common shares are owned by Participants, DTC believes that these proposed rule changes and the proposed amendments to the Current Shareholders Agreement will guarantee that Participants continue to govern and control the activities of DTC, NSCC, and FICC, including the kinds and quality of services provided and the service fees charged. In particular, Participants will be in a position to assure that DTC, NSCC, and FICC continue the practices of establishing fees that are cost-based and use-based and of returning to Participants in the form of cash rebates or discounts revenues in excess of expenses and necessary reserves. Finally, because they introduce the greatest risks to the clearing agencies and obtain the greatest benefits from clearing agency services, it is appropriate to require those Participants making full use of the services of DTC, NSCC, or FICC to contribute to DTCC's capital through the purchase of its common shares. DTC believes that the proposed rule change is consistent with the requirements of Section 17A of the Act 6 and the rules and regulations thereunder applicable to DTC because DTC believes the proposed changes to the Current Shareholders Agreement will assure fair representation of DTC's participants in the selection of DTC's directors and the administration of its affairs. 6 15 U.S.C. 78q-1.
(B)Self-Regulatory Organization's Statement on Burden on Competition DTC does not believe that the proposed rule change will have any impact or impose any burden on competition.
(C)Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments relating to the proposed rule change have not yet been solicited or received. DTC will notify the Commission of any written comments received by DTC. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within thirty-five days of the date of publication of this notice in the **Federal Register** or within such longer period:
(i)As the Commission may designate up to ninety days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding; or
(ii)as to which the self-regulatory organization consents, the Commission will:
(A)By order approve such proposed rule change or
(B)Institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ) or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-DTC-2005-16 in 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-DTC-2005-16. 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. Copies of such filings also will be available for inspection and copying at the principal office of DTC and on DTC's Web site, *http://www.dtc.org/impNtc/mor/index.html.* 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-DTC-2005-16 and should be submitted on or before November 21, 2005. For the Commission by the Division of Market Regulation, pursuant to delegated authority. 7 7 17 CFR 200.30-(a)(12). Jonathan G. Katz, Secretary. [FR Doc. E5-5999 Filed 10-28-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-52663; File No. SR-FICC-2005-19] Self-Regulatory Organizations; Fixed Income Clearing Corporation; Notice of Filing of Proposed Rule Change To Require Members To Purchase Shares of the Common Stock of The Depository Trust & Clearing Corporation October 25, 2005. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 notice is hereby given that on October 4, 2005, the Fixed Income Clearing Corporation (“FICC”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change described in Items I, II, and III below, which items have been prepared primarily by FICC. The Commission is publishing this notice to solicit comments on the proposed rule change from interested parties. 1 15 U.S.C. 78s(b)(1). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The purpose of this proposed rule change is to amend the rules of FICC to require that certain members of FICC purchase shares of common stock of The Depository Trust & Clearing Corporation (“DTCC”). II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, FICC included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. FICC has prepared summaries, set forth in sections (A), (B), and
(C)below, of the most significant aspects of these statements. 2 2 The Commission has modified the text of the summaries prepared by FICC.
(A)Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change
(a)DTCC is a holding company for three registered clearing agencies: FICC, The Depository Trust Company (“DTC”), and the National Securities Clearing Corporation (“NSCC”). Pursuant to DTCC's current Shareholders Agreement (“Current Shareholders Agreement”), substantially all members and participants of DTC, NSCC, and FICC (“Participants”) are entitled but are not required to purchase DTCC common shares. Participants are allocated an entitlement to purchase DTCC common shares on the basis of their relative use of the services of DTC, NSCC, and FICC. As of the last periodic allocation of share entitlements in 2003, approximately 1,100 Participants had a right to purchase DTCC common shares; however, only 190 Participants currently own any DTCC common shares and of these only 86 own DTCC common shares up to the full amounts of their share entitlements. DTCC is currently soliciting the consent of its common shareholders to amend the Current Shareholders Agreement pursuant to which Participants of DTC, NSCC, and FICC that make full use of the services of one or more of these clearing agency subsidiaries of DTCC would be required to purchase DTCC common shares (“Mandatory Purchaser Participants”) 3 in accordance with the terms of the Current Shareholders Agreement while preserving the right but not the obligation of other Participants that make only limited use of their services to purchase DTCC common shares (“Voluntary Purchaser Participants”). 4 3 Under the Proposed Shareholders Agreement, a Mandatory Purchaser Participant that is a Participant in more than one clearing agency will be required to purchase DTCC common shares based upon its relative use of the services of all clearing agencies of which it is a Participant. 4 The proposed DTCC Shareholders Agreement (“Proposed Shareholders Agreement”) marked to show the proposed amendments is attached to the proposed rule change as Exhibit 3 and is available on FICC's Web site at *http://www.ficc.com.* The effective date of the Proposed Shareholders Agreement would be the later of
(i)approval by DTCC common shareholders owning two-thirds of the outstanding DTCC common shares and
(ii)approval by the Commission of the proposed rule change and similar proposed rule changes being submitted by DTC and NSCC. Holders of DTCC common shares are entitled to elect all of the directors of DTCC other than two directors that DTCC preferred shareholders are entitled to elect. 5 DTCC common shareholders are entitled to vote on all other matters submitted to a vote of DTCC shareholders, and each DTCC common shareholder is entitled to one vote per DTCC common share. DTCC common shareholders are entitled to cumulate their votes for the election of directors. In addition, DTCC common shareholders are entitled to receive, when and if declared by the Board of Directors of DTCC, out of assets of DTCC dividends payable in cash or stock or otherwise. However, since DTC, NSCC, and FICC provide their services to their Participants on a cost-basis with revenues in excess of expenses and necessary reserves rebated or on a discounted basis, as a matter of policy and practice DTCC does not pay any dividends on DTCC common shares. The proposed amendments to the Current Shareholders Agreement will have no effect on these rights of DTCC common shareholders and preferred shareholders. 5 In connection with the 1999 integration of DTC and NSCC and formation of DTCC, the New York Stock Exchange (“NYSE”) and the National Association of Securities Dealers (“NASD”), the then coowners of NSCC, each received 10,000 DTCC preferred shares in exchange for their NSCC common stock. DTCC preferred shareholders have no right to vote on any matters submitted to a vote of DTCC shareholders except that each of the two DTCC preferred shareholders are entitled to elect one director. DTCC preferred shareholders have no right to receive any dividends. In the event of any liquidation, dissolution or winding up of the affairs of DTCC, DTCC preferred shareholders are entitled to a liquidation preference of $300 per share of DTCC preferred stock. Pursuant to certain covenants in the Current Shareholders Agreement, a person elected a director of DTCC also serves as a director of each of DTC, NSCC, and FICC. The proposed changes in the Current Shareholders Agreement will have no effect on these covenants. The system for allocating entitlements to purchase shares, which was incorporated into the Current Shareholders Agreement, was first implemented by DTC with respect to DTC common shares in 1973. At that time, the banks that were users of DTC's services purchased their DTC common shares directly but for logistical and other reasons the NYSE, the NASD and the American Stock Exchange (“AMEX”) (collectively, the “Self-Regulatory Organizations”) purchased the DTC common shares allocated to the broker-dealers that were members of the Self-Regulatory Organizations and users of the services of DTC. It was anticipated that over time as broker-dealers exercised their right to purchase DTC common shares, the number of DTC common shares held by broker-dealers directly would increase and the number of DTC common shares held by the Self-Regulatory Organizations would correspondingly decrease, potentially to zero, since the share entitlements of the Self-Regulatory Organizations were a function of the unexercised share entitlements of their members. The Self-Regulatory Organizations, notwithstanding the passage of time and the opportunity afforded their members to purchase DTCC common shares, continue to hold a significant block of DTCC common shares. NYSE holds approximately 29% of the outstanding DTCC common shares, and the NASD and the AMEX each holds approximately 3.7%. Accordingly, a total of approximately 36.4% of the outstanding DTCC common shares are not held by Participants but rather are held in a representative capacity by the Self-Regulatory Organizations for broker-dealer Participants which have not purchased any DTCC common shares or have not purchased DTCC common shares commensurate with their share entitlements. It is also the case that a significant number of Participants other than broker-dealers have not purchased any DTCC common shares or have not purchased DTCC common shares commensurate with their share entitlements. Ownership of DTCC common shares (and previously ownership of DTC common shares) is not a financial investment but instead is a vehicle for supporting each registered clearing agency and influencing its policies and operations through the election of directors. By providing that all DTCC common shares are owned by Participants, FICC believes that these proposed rule changes and the proposed amendments to the Current Shareholders Agreement will guarantee that Participants continue to govern and control the activities of DTC, NSCC, and FICC, including the kinds and quality of services provided and the service fees charged. In particular, Participants will be in a position to assure that DTC, NSCC, and FICC continue the practices of establishing fees that are cost-based and use-based and of returning to Participants in the form of cash rebates or discounts revenues in excess of expenses and necessary reserves. Finally, because they introduce the greatest risks to the clearing agencies and obtain the greatest benefits from clearing agency services, it is appropriate to require those Participants making full use of the services of DTC, NSCC, or FICC to contribute to DTCC's capital through the purchase of its common shares. FICC believes that the proposed rule change is consistent with the requirements of Section 17A of the Act 6 and the rules and regulations thereunder applicable to FICC because FICC believes the proposed changes to the Current Shareholders Agreement will assure fair representation of FICC's members in the selection of FICC's directors and the administration of its affairs. 6 15 U.S.C. 78q-1.
(B)Self-Regulatory Organization's Statement on Burden on Competition FICC does not believe that the proposed rule change will have any impact or impose any burden on competition.
(C)Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments relating to the proposed rule change have not yet been solicited or received. FICC will notify the Commission of any written comments received by FICC. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within thirty-five days of the date of publication of this notice in the **Federal Register** or within such longer period:
(i)As the Commission may designate up to ninety days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding; or
(ii)as to which the self-regulatory organization consents, the Commission will:
(A)By order approve such proposed rule change or
(B)Institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ) or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-FICC-2005-19 in 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-FICC-2005-19. 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. Copies of such filings also will be available for inspection and copying at the principal office of FICC and on FICC's Web site, *http://www.ficc.com.* All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-FICC-2005-19 and should be submitted on or before November 21, 2005. For the Commission by the Division of Market Regulation, pursuant to delegated authority. 7 7 17 CFR 200.30-3(a)(12). Jonathan G. Katz, Secretary. [FR Doc. E5-5998 Filed 10-28-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-52654; File No. SR-FICC-2005-16] Self-Regulatory Organizations; Fixed Income Clearing Corporation; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Clarify Maturity Periods Set Forth in Margin Factor Tables October 21, 2005. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 notice is hereby given that on September 19, 2005, the Fixed Income Clearing Corporation (“FICC”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change described in Items I, II, and III below, which items have been prepared primarily by FICC. The Commission is publishing this notice to solicit comments on the proposed rule change from interested parties. 1 15 U.S.C. 78s(b)(1). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change FICC is making a technical change to the rules of its Government Securities Division (“GSD”) to clarify the remaining maturity periods set forth in its margin factor tables. 2 2 This clarification also necessitates a similar technical change to Appendix B in each of FICC's cross-margining agreements. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, FICC included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. FICC has prepared summaries, set forth in Sections (A), (B), and
(C)below, of the most significant aspects of these statements. 3 3 The Commission has modified the text of the summaries prepared by FICC.
(A)Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change The GSD uses its margin factor tables to assign haircuts and offsets on member net settlement positions based on a security's remaining maturity period. The GSD's current clearing fund application properly takes into account the when-issued period of each security with respect to remaining maturity periods. However, this is not clearly reflected in the margin factor tables in the rules. 4 GSD is amending its margin factor tables by adding 15 days to each remaining maturity category to reflect current practice and avoid confusion to members. 5 GSD also is making the same technical changes to its cross-margining agreements. 6 4 During the one to two week period between the time a new Treasury note or bond issue is auctioned and the time the securities sold are issued, securities that have been auctioned but not yet issued trade actively on a when-issued basis. They also trade when-issued during the period between the announcement and the auction. The changes to the margin factor tables are designed to account for the when-issued period. For example, on July 24 the Treasury may announce the issuance of a two-year note to be issued on July 31. FICC members may trade the security during the time period between July 24 and July 31. Though the appropriate maturity period for assigning haircuts and offsets for this two-year note should be “1 year + 1 day to 2 years,” the note would fall into the “2 years + 1 day to 4 years” category if the remaining maturity were measured from the beginning of when-issued trading. A footnote in the current margin factor tables, which reads “As regards a Forward Net Settlement Position, remaining maturity is measured from the date of issuance of the Eligible Netting Securities that underlie the Position,” clarifies that remaining maturity periods are to be measured from the date of issuance. The GSD is proposing to delete this footnote and reflect the proper starting point for measuring remaining maturity periods in each margin factor table. 5 FICC has vetted the length of time between announcement and issue date and has determined that no when-issued period lasted longer than 15 days. 6 The amendment to Appendix B of the FICC—The Clearing Corporation cross-margining agreement also requires a technical change to the maturity ranges of Offset classes “e” and “f” to reflect actual practice. FICC believes the proposed rule change is consistent with the requirements of Section 17A of the Act 7 and the rules and regulations thereunder applicable to FICC because it enables FICC to amend its margin factor tables to reflect the current practice of factoring in the when-issued date of securities with respect to assigning remaining maturity periods. As such, the rule facilitates the prompt and accurate clearance and settlement of securities transactions. 7 15 U.S.C. 78q-1.
(B)Self-Regulatory Organization's Statement on Burden on Competition FICC does not believe that the proposed rule change will have an impact or impose any burden on competition.
(C)Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments relating to the proposed rule change have not yet been solicited or received. FICC will notify the Commission of any written comments received by FICC. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing proposed rule change has become effective upon filing pursuant to Section 19(b)(3)(A)(iii) of the Act 8 and Rule 19b-4(f)(4) 9 thereunder because the rule effects a change in an existing service that:
(i)Does not adversely affect the safeguarding of securities or funds in the custody or control of the clearing agency or for which it is responsible; and
(ii)does not significantly affect the respective rights or obligations of the clearing agency or persons using the service. At any time within sixty days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 8 15 U.S.C. 78s(b)(3)(A)(iii). 9 17 CFR 240.19b-4(f)(4). IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ) or • Send an e-mail to *rule-comments@sec.gov* . Please include File Number SR-FICC-2005-16 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-FICC-2005-16. 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. Copies of such filings also will be available for inspection and copying at the principal office of FICC and on FICC's Web site at *http://www.ficc.com* . All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-FICC-2005-16 and should be submitted on or before November 21, 2005. For the Commission by the Division of Market Regulation, pursuant to delegated authority. 10 10 17 CFR 200.30-3(a)(12). Jonathan G. Katz, Secretary. [FR Doc. E5-6001 Filed 10-28-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-52658; File No. SR-NASD-2005-046] Self-Regulatory Organizations; National Association of Securities Dealers, Inc.: Order Approving Proposed Rule Change and Amendment Nos. 1 and 2 Thereto Amending the Arbitration Fees Applicable to Certain Statutory Employment Discrimination Claims October 24, 2005. I. Introduction On April 8, 2005, the National Association of Securities Dealers, Inc. (“NASD”) filed with the Securities and Exchange Commission (“SEC” or “Commission”) a proposed rule change relating to arbitration fees applicable to certain statutory employment discrimination claims. On April 25, 2005, NASD filed Amendment No. 1 (“Amendment No. 1”) to the proposed rule change. 1 On June 23, 2005, NASD filed Amendment No. 2 (“Amendment No. 2”) to the proposed rule change. 2 The proposed rule change was published for comment in the **Federal Register** on June 30, 2005. 3 The Commission received three comments on the proposal, as amended. 4 For the reasons discussed below, the Commission is approving the proposed rule change. 1 Amendment No. 1 replaces the original rule filing in its entirety. 2 *See* Amendment No. 2. Amendment No. 2 clarified certain aspects of the rule text. 3 Securities Exchange Act Release No. 51921 (June 24, 2005), 70 FR 37887 (June 30, 2005) (The “Notice”). 4 *See* letter to Jonathan Katz, dated July 21, 2005, by Richard P. Ryder, President, Securities Arbitration Commentator, Inc. (“Ryder Letter”); letter to Jonathan Katz, dated July 21, 2005, by Steven B. Caruso, P.C., Maddox Hargett & Caruso (“Caruso Letter”); letter to Jonathan Katz, dated July 26, 2005, by Rosemary J. Shockman, President Public Investors Arbitration Bar Association (“Shockman Letter”). II. Description of the Proposed Rule Change A. Description of the Proposal The purpose of the proposed rule change is to limit the arbitration filing fees applicable to certain statutory employment discrimination claims. The Rule 10210 Series contains special rules applicable to the arbitration of employment discrimination claims. The rules, which set forth the procedures that relate specifically to statutory employment discrimination claims, supplement and, in some instances, supersede the provisions of the Code of Arbitration Procedure
(Code)that apply to the arbitration of other employment disputes. The Rule 10210 Series, however, does not provide a separate fee schedule for statutory employment discrimination claims. Instead, associated persons who bring statutory employment discrimination claims pay according to the schedule of fees (which are based on the dollar value of the claim) set forth in Rule 10332. During the 1990s, Federal appeals courts were split on whether employers could require mandatory arbitration of statutory employment discrimination claims and then require the employee to pay all or part of the arbitrators' fees. 5 The United States Supreme Court considered the issue of fees in connection with the arbitration of Federal statutory claims in 2000. 6 The Supreme Court found that the existence of large arbitration costs could preclude a person from effectively vindicating his or her Federal statutory rights in arbitration. Therefore, the Supreme Court established a case-by-case approach whereby a person can invalidate an arbitration agreement by showing that the arbitration would be prohibitively expensive. Since the respondent never presented any evidence regarding her likely arbitration costs, the Supreme Court did not specify how “detailed the showing of prohibitive expense must be before the party seeking arbitration must come forward with contrary evidence.” 7 5 Previously, the United States Supreme Court had determined that mandatory arbitration of employment discrimination claims was permissible so long as the prospective litigant could effectively vindicate his or her statutory cause of action in the arbitral forum, thereby allowing the statute to continue to serve both its remedial and deterrent function, *Gilmer* v. *Interstate/Johnson Lane Corp.,* 500 U.S. 20, 28,
(1991)(citing *Mitsubishi Motors Corp.* v. *Soler Chrysler-Plymouth, Inc.,* 473 U.S. 614, 637 (1995)). Specifically, the courts disagreed as to whether requiring claimants in statutory employment discrimination claims to pay arbitral forum fees and expenses would prevent them from effectively vindicating their claims. The United States Court of Appeals for the District of Columbia Circuit, found that an employee could not be required to agree to arbitrate statutory claims if the agreement required the employee to pay all or even part of the arbitrator's fees and expenses. *Cole* v. *Burns International Security Services, et al.,* 105 F.3d 1465 (D.C. Cir 1997) (“ *Cole* v. *Burns* ”). The court noted that “it would undermine Congress's intent to prevent employees who are seeking to vindicate statutory rights from gaining access to a judicial forum and then require them to pay for the services of an arbitrator when they would never be required to pay for a judge in court.” *Id.* at 1484. On the other hand, the United States Court of Appeals for the Fifth Circuit found that although the allocation of arbitration costs may not be used to prevent effective vindication of Federal statutory claims, this does not mean that the assessment of any arbitral forum fees against an employee bringing such claims is prohibited. *William* v. *Cigna Financial Advisory Inc.,* 197 F.3d 752, 763-64 (5th Cir. 1999) (citing *Gilmer* v. *Interstate/Johnson Lane Corp.,* 500 U.S. 20 (1991)). 6 *Green Tree Finance Corp. of Alabama* v. *Randolph,* 531 U.S. 79
(2000)(“ *Green Tree* ”). 7 *Id.* at 92. In light of the case law, and in order to ensure that associated persons who have statutory employment discrimination claims are able to effectively vindicate such claims, the proposed rule change revised the arbitration fees applicable to certain statutory employment discrimination claims. 8 Specifically, the proposed rule change provided that a current or former associated person who brings a statutory employment discrimination claim that is subject to a predispute arbitration agreement will pay no more than a $200 filing fee (which is non-refundable) at the time that the associated person asserts such a claim. 9 The member that is a party to a statutory employment discrimination arbitration proceeding will pay the remainder of the filing fee, if any, as well as all forum fees. While the filing and forum fees will not be subject to allocation by the arbitrator(s), the panel will have the ability, as it does currently under the Code, to allocate various costs associated with arbitration, including the adjournment of hearings (Rule 10319); the production of documents (Rules 10321 and 10322); the appearance of witnesses (Rule 10322); and the recording of proceedings (Rule 10326). In addition, arbitrators will still have the ability to allocate attorneys' fees, in accordance with applicable law, as currently provided for in Rule 10215. 8 The new rule will apply only to disputes that are subject to a predispute arbitration agreement. The regular fee schedule set forth in Rule 10332 will apply to claims that are not subject to such an agreement. Thus, if a member does not require its employees to arbitrate employment disputes, but the employee chooses to file a statutory employment discrimination claim in arbitration, the employee will be subject to the regular fee schedule. *See* Rule 10201(b) (statutory employment discrimination claims that are not subject to a predispute arbitration agreement may be arbitrated only if all parties agree to do so). 9 As previously mentioned, associated persons who have statutory employment discrimination claims currently pay the filing fees and hearing session deposits provided in Rule 10332 at the time that they file a claim. These charges, which are based on the amount of the claim, range from $25 to $600 for filing fees and from $25 to $1,200 for hearing sessions deposits. Under the proposed rule, the filing fee will continue to be based on the amount of the claim as set forth in Rule 10332, but will be capped at $200. Thus, an associated person who files a claim requesting damages of $4,000 would pay a $50 filing fee, while the filing fee for a $4 million claim would be $200. NASD believes that the proposed rule will allow those associated persons who agree to arbitrate statutory employment discrimination claims as a condition of employment to pursue their rights in arbitration, because their filing fee will be limited to a maximum of $200 which is comparable to the cost of filing a civil claim in State or Federal court. 10 At the same time, the proposed rule will not result in any additional delays or uncertainty in the arbitral process as it provides for a straightforward sliding-scale fee with a cap rather than a case-by-case analysis of such things as the claimant's ability to pay for arbitration and the cost differential between arbitration fees and court filing fees. 10 In October 2004, NASD surveyed the State and Federal court filing fees for civil cases in the five states where it believes the largest number of NASD arbitrations are filed (California, Florida, Illinois, New York, and Texas). NASD found that, in these jurisdictions, the State court filing fees ranged from $160 to $305 and the Federal court filing fee was $150. B. Comment Summary The proposal was published for comment in the **Federal Register** on June 30, 2005. 11 We received three comments on the proposal. 12 Two commenters believed that the treatment accorded to employees with statutory discrimination claims should be extended to customer claims. 13 One of these commenters stated that as there are significantly more customers than there are associated persons, the NASD should expand the fee relief to customer claims, and stated that the NASD had not justified its determination to treat associated persons more favorably than customers. 14 One commenter expressed concern that arbitration fees are higher than fees in court proceedings, discouraging arbitration claims, and stated that arbitration should be equally accessible to customers as to employees. 15 This commenter did not believe that the NASD had sufficiently justified its decision to provide fee relief for statutory employment discrimination claims but not customer claims, and believed that fee relief for customer claims was necessary for vindication of customers' rights. The commenter cited the fee-relief rules of other arbitration associations in support of the argument that such fee relief was appropriate. 11 *See* Note 3, *supra.* 12 *See* Note 4, *supra.* 13 *See* Caruso Letter, Shockman Letter. 14 *See* Caruso Letter. 15 *See* Shockman Letter. One commenter was concerned that charging the broker-dealer “virtually all” the fees for a statutory discrimination claim would create distortions in the process, lengthening and encouraging dissatisfaction with the process and providing incentives to bring a weak discrimination claim. 16 This commenter believed that assessing attorneys' fees for frivolous claims would not have any deterrent effect, and also believed that weak discrimination claims would be dismissed and the dismissal would be inappropriately blamed on arbitrator bias. Citing *LaPrade* v. *Kidder Peabody* (“ *LaPrade* ”), 17 the commenter expressed disagreement with the NASD's decision to shift the greater part of the forum fees to the employer, and criticized the NASD's reliance on and interpretation of *Cole* v. *Burns* and *Green Tree.* The commenter stated that the rationale for fee-shifting in these court cases could not be limited to fee-shifting in statutory employment discrimination claims, and expressed concern that the proposed rule change would accelerate demand for fee-shifting across all arbitrations. The commenter believed that an occasional waiver rather than a blanket exemption would be preferable. 16 *See* Ryder Letter. 17 246 F.3d 702 (DC Cir., 2001) (holding that *Cole* v. *Burns* does not preclude an arbitrator from assessing certain fees against a claimant. NASD responded to the commenters by observing that the proposed rule change was intended to be very limited in scope, only addressing situations in which an employee must enter into a predispute arbitration agreement for statutory employment discrimination claims, specifically the issue addressed in *Cole* v. *Burns.* NASD stated that such claims form a very small percentage of the total number of claims filed with NASD. NASD also stated that it neither intended nor believes that there is a compelling reason for the proposed fee changes to be applied to all statutory securities claims brought by customers. Furthermore, NASD stated that it does not believe that the arbitration process will be impaired by the change because arbitrators will be able to identify and dispose of frivolous or marginal claims, as well as allocate costs and attorneys' fees. Lastly, NASD stated that it believes that waivers, rather than uniform fee-shifting, will introduce significant delays and uncertainty to the arbitration process. In connection with one commenter's 18 objection to the fee-shifts, NASD noted that NASD is the only forum for statutory employment discrimination claims based on presdispute arbitration agreements. In this context, NASD stated that it believes that it is “fair and reasonable for members, who require their employees to enter into predispute arbitration agreements, to pay additional filing and forum fees for this service.” 18 *See* Ryder Letter. III. Discussion and Findings The Commission finds the proposed rule change is consistent with the Act, and in particular with Sections 15A(b)(5) 19 of the Act, which requires that the NASD's rules provide for the equitable allocation of reasonable dues, fees, and other charges among members and issuers and other persons using any facility or system that the NASD operates or controls. The Commission believes that the proposed rule change is consistent with the provisions of the Act noted above because it will permit employees subject to predispute arbitration agreements to vindicate statutory employment discrimination claims without significant financial barriers to adjudication. 19 15 U.S.C. 78 *o* -3(b)(5). We do not believe that NASD is required, in connection with this proposal, which addresses a limited number of statutory employment discrimination claims, to expand the fee relief in the proposal to fees for statutory securities claims brought by customers. The NASD's proposal deals with an extremely limited set of claims brought in its arbitration forums. The NASD states that in each of the last five years, statutory employment discrimination claims accounted for less than one percent of all claims filed with NASD. In connection with providing a forum for arbitration of such claims, the NASD has determined to provide fee relief consistent with *Cole* v. *Burns, which was concerned with the accessibility of the adjudicatory system to a claimant subject to a predispute arbitration agreement in a statutory employment discrimination claim. We note that Cole* v. *Burns* provides justification for the fee relief, and would not require expansion of fee relief into other statutory securities claims. In this context, we agree with NASD's rationale for limiting the proposed fee reduction to statutory employment discrimination claims based on predispute agreements. With regard to the proposed rule change's determination to shift certain fees to employers, we note particularly that NASD provides the only forum for employers in which such claims can be adjudicated, and that very few of the claims adjudicated by NASD's arbitration system involve statutory employment discrimination claims. *LaPrade,* the case cited by the commenter for the proposition that *Cole* v. *Burns* does not bar the assessment of all forum fees against the claimant, does not preclude NASD from determining that it will assess certain fees against an employer in this extremely limited number of cases. Further, given the extremely limited number of these cases adjudicated by the NASD, automatic fee-shifting for employment discrimination claims based on predispute agreements should not pose a significant hardship to employers. We agree with the NASD's position that requiring a waiver analysis of every case involving statutory employment discrimination claims would most likely introduce significant delays, complexity and uncertainty to the arbitration process. IV. Conclusion *It is therefore ordered,* pursuant to Section 19(b)(2) of the Act 20 that the proposed rule change (SR-NASD-2005-046) be, and hereby is, approved. 21 20 15 U.S.C. 78s(b)(2). 21 In approving this proposed rule change, the Commission notes that it has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 22 22 17 CFR 200.30-3(a)(12). Jonathan G. Katz, Secretary. [FR Doc. E5-5991 Filed 10-28-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-52664; File No. SR-NSCC-2005-14] Self-Regulatory Organizations; National Securities Clearing Corporation; Notice of Filing of Proposed Rule Change To Require Members To Purchase Shares of the Common Stock of The Depository Trust & Clearing Corporation October 25, 2005. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 notice is hereby given that on October 4, 2005, the National Securities Clearing Corporation (“NSCC”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change described in Items I, II, and III below, which items have been prepared primarily by NSCC. The Commission is publishing this notice to solicit comments on the proposed rule change from interested parties. 1 15 U.S.C. 78s(b)(1). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The purpose of this proposed rule change is to amend the rules of NSCC to require that members of NSCC other than Mutual Fund/Insurance Services Members purchase shares of common stock of The Depository Trust & Clearing Corporation (“DTCC”). II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, NSCC included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. NSCC has prepared summaries, set forth in sections (A), (B), and
(C)below, of the most significant aspects of these statements. 2 2 The Commission has modified the text of the summaries prepared by NSCC.
(A)Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change
(a)DTCC is a holding company for three registered clearing agencies: NSCC, The Depository Trust Company (“DTC”), and the Fixed Income Clearing Corporation (“FICC”). Pursuant to DTCC's current Shareholders Agreement (“Current Shareholders Agreement”), substantially all members and participants of DTC, NSCC, and FICC (“Participants”) are entitled but are not required to purchase DTCC common shares. Participants are allocated an entitlement to purchase DTCC common shares on the basis of their relative use of the services of DTC, NSCC, and FICC. As of the last periodic allocation of share entitlements in 2003, approximately 1,100 Participants had a right to purchase DTCC common shares; however, only 190 Participants currently own any DTCC common shares and of these only 86 own DTCC common shares up to the full amounts of their share entitlements. DTCC is currently soliciting the consent of its common shareholders to amend the Current Shareholders Agreement pursuant to which Participants of DTC, NSCC, and FICC that make full use of the services of one or more of these clearing agency subsidiaries of DTCC would be required to purchase DTCC common shares (“Mandatory Purchaser Participants”) 3 in accordance with the terms of the Current Shareholders Agreement while preserving the right but not the obligation of other Participants that make only limited use of their services to purchase DTCC common shares (“Voluntary Purchaser Participants”). 4 3 Under the proposed Shareholders Agreement, a Mandatory Purchaser Participant that is a Participant in more than one clearing agency will be required to purchase DTCC common shares based upon its relative use of the services of all clearing agencies of which it is a Participant. 4 The proposed DTCC Shareholders Agreement (“Proposed Shareholders Agreement”) marked to show the proposed amendments is attchaed to the propose rule change as Exhibit 3 and is available on NSCC's Web site at *http://www.nscc.com/legal.* The effective date of the Proposed Shareholders Agreement would be the later of
(i)approval by DTCC common shareholders owning two-thirds of the outstanding DTCC common shares and
(ii)approval by the Commission of the proposed rule change and similar proposed rule changes being submitted by DTC and FICC. Holders of DTCC common shares are entitled to elect all of the directors of DTCC other than two directors that DTCC preferred shareholders are entitled to elect. 5 DTCC common shareholders are entitled to vote on all other matters submitted to a vote of DTCC shareholders, and each DTCC common shareholder is entitled to one vote per DTCC common share. DTCC common shareholders are entitled to cumulate their votes for the election of directors. In addition, DTCC common shareholders are entitled to receive, when and if declared by the Board of Directors of DTCC, out of assets of DTCC dividends payable in cash or stock or otherwise. However, since DTC, NSCC, and FICC provide their services to their Participants on a cost-basis with revenues in excess of expenses and necessary reserves rebated or on a discounted basis, as a matter of policy and practice DTCC does not pay any dividends on DTCC common shares. The proposed amendments to the Current Shareholders Agreement will have no effect on these rights of DTCC common shareholders and preferred shareholders. 5 In connection with the 1999 integration of DTC and NSCC and formation of DTCC, the New York Stock Exchange (“NYSE”) and the National Association of Securities Dealers (“NASD”), the then owners of NSCC, each received 10,000 DTCC preferred shares in exchange for their NSCC common stock. DTCC preferred shareholders have no right to vote on any matters submitted to a vote of DTCC shareholders except that each of the two DTCC preferred shareholders are entitled to elect one director. DTCC preferred shareholders have no right to vote on any matters submitted to a vote of DTCC shareholders except that each of the two DTCC preferred shareholders are entitled to elect one director. DTCC preferred shareholders have no right to receive any dividends. In the event of any liquidation, dissolution or winding up of the affairs of DTCC, DTCC preferred shareholders are entitled to a liquidation preference of $300 per share of DTCC preferred stock. Pursuant to certain covenants in the Current Shareholders Agreement, a person elected a director of DTCC also serves as a director of each of DTC, NSCC, and FICC. The proposed changes in the Current Shareholders Agreement will have no effect on these covenants. The system for allocating entitlements to purchase shares, which was incorporated into the Current Shareholders Agreement, was first implemented by DTC with respect to DTC common shares in 1973. At that time, the banks that were users of DTC's services purchased their DTC common shares directly but for logistical and other reasons the NYSE, the NASD and the American Stock Exchange (“AMEX”) (collectively, the “Self-Regulatory Organizations”) purchased the DTC common shares allocated to the broker-dealers that were members of the Self-Regulatory Organizations and users of the services of DTC. It was anticipated that over time as broker-dealers exercised their right to purchase DTC common shares, the number of DTC common shares held by broker-dealers directly would increase and the number of DTC common shares held by the Self-Regulatory Organizations would correspondingly decrease, potentially to zero, since the share entitlements of the Self-Regulatory Organizations were a function of the unexercised share entitlements of their members. The Self-Regulatory Organizations, notwithstanding the passage of time and the opportunity afforded their members to purchase DTCC common shares, continue to hold a significant block of DTCC common shares. NYSE holds approximately 29% of the outstanding DTCC common shares, and the NASD and the AMEX each holds approximately 3.7%. Accordingly, a total of approximately 36.4% of the outstanding DTCC common shares are not held by Participants but rather are held in a representative capacity by the Self-Regulatory Organizations for broker-dealer Participants which have not purchased any DTCC common shares or have not purchased DTCC common shares commensurate with their share entitlements. It is also the case that a significant number of Participants other than broker-dealers have not purchased any DTCC common shares or have not purchased DTCC common shares commensurate with their share entitlements. Ownership of DTCC common shares (and previously ownership of DTC common shares) is not a financial investment but instead is a vehicle for supporting each registered clearing agency and influencing its policies and operations through the election of directors. By providing that all DTCC common shares are owned by Participants, NSCC believes that these proposed rule changes and the proposed amendments to the Current Shareholders Agreement will guarantee that Participants continue to govern and control the activities of DTC, NSCC, and FICC, including the kinds and quality of services provided and the service fees charged. In particular, Participants will be in a position to assure that DTC, NSCC, and FICC continue the practices of establishing fees that are cost-based and use-based and of returning to Participants in the form of cash rebates or discounts revenues in excess of expenses and necessary reserves. Finally, because they introduce the greatest risks to the clearing agencies and obtain the greatest benefits from clearing agency services, it is appropriate to require those Participants making full use of the services of DTC, NSCC, or FICC to contribute to DTCC's capital through the purchase of its common shares. NSCC believes that the proposed rule change is consistent with the requirements of Section 17A of the Act 6 and the rules and regulations thereunder applicable to NSCC because NSCC believes the proposed changes to the Current Shareholders Agreement will assure fair representation of NSCC's members in the selection of NSCC's directors and the administration of its affairs. 6 15 U.S.C. 78q-1.
(B)Self-Regulatory Organization's Statement on Burden on Competition NSCC does not believe that the proposed rule change will have any impact or impose any burden on competition.
(C)Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments relating to the proposed rule change have not yet been solicited or received. NSCC will notify the Commission of any written comments received by NSCC. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within thirty-five days of the date of publication of this notice in the **Federal Register** or within such longer period:
(i)As the Commission may designate up to ninety days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding; or
(ii)as to which the self-regulatory organization consents, the Commission will:
(A)By order approve such proposed rule change or
(B)Institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ) or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-NSCC-2005-14 in 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-NSCC-2005-14. 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. Copies of such filings also will be available for inspection and copying at the principal office of NSCC and on NSCC's Web site, *http://www.nscc.com\legal.* All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NSCC-2005-14 and should be submitted on or before November 21, 2005. For the Commission by the Division of Market Regulation, pursuant to delegated authority. 7 7 17 CFR 200.30-3(a)(12). Jonathan G. Katz, Secretary. [FR Doc. E5-5990 Filed 10-28-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-52666; File No. SR-Phlx-2005-60] Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to its Payment for Order Flow Program in Effect in September and October 2004 October 25, 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 October 12, 2005, the Philadelphia Stock Exchange, Inc. (“Phlx” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Phlx has designated this proposal as one changing a fee imposed by the Phlx under Section 19(b)(3)(A)(ii) of the Act 3 and Rule 19b-4(f)(2) thereunder, 4 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 15 U.S.C. 78s(b)(3)(A)(ii). 4 17 CFR 240.19b-4(f)(2). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Phlx proposes to rebate payment for order flow funds that were collected from Registered Options Traders (“ROTs”), but not requested by specialists in connection with the Exchange's payment for order flow program that was in effect in September and October 2004 (“September/October 2004”). Background In September/October 2004, the Exchange assessed a payment for order flow fee as follows when ROTs traded against a customer order:
(1)$1.00 per contract for options on the Nasdaq-100 Index Tracking Stock SM traded under the symbol QQQQ; 5 and
(2)$0.40 per contract for the remaining top 150 equity options, other than the QQQQs. 6 The Exchange states that, pursuant to the Exchange's September/October 2004 payment for order flow program, any excess payment for order flow funds (funds not requested by specialists to pay for order flow) were carried forward to the next month by option and could not be applied retroactively to past deficits, which may be incurred when a specialist requested more than the amount billed and collected. Thus, ROTs did not receive a rebate of any excess payment for order flow funds in a particular option pursuant to the September/October 2004 payment for order flow program. 5 The Nasdaq-100®, Nasdaq-100 Index®, Nasdaq®, The Nasdaq Stock Market®, Nasdaq-100 Shares SM , Nasdaq-100 Trust SM , Nasdaq-100 Index Tracking Stock SM , and QQQ SM are trademarks or service marks of The Nasdaq Stock Market, Inc. (“Nasdaq”) and have been licensed for use for certain purposes by the Philadelphia Stock Exchange pursuant to a License Agreement with Nasdaq. The Nasdaq-100 Index® (“Index”) is determined, composed, and calculated by Nasdaq without regard to the Licensee, the Nasdaq-100 Trust SM , or the beneficial owners of Nasdaq-100 Shares SM . The Exchange states that Nasdaq has complete control and sole discretion in determining, comprising, or calculating the Index or in modifying in any way its method for determining, comprising, or calculating the Index in the future. 6 *See* Securities Exchange Act Release Nos. 50471 (September 29, 2004), 69 FR 59636 (October 5, 2004) (SR-Phlx-2004-60) and 50572 (October 20, 2004), 69 FR 62735 (October 27, 2004) (SR-Phlx-2004-61). In November 2004, the Exchange modified its payment for order flow program to allow, among other things, any excess payment for order flow funds billed but not reimbursed to specialists to be returned to ROTs, by option, on a pro rata basis. 7 However, the Exchange states that the rebates only applied to transactions settling on or after November 1, 2004 and therefore, did not include any excess funds from the September/October payment for order flow program because, at that time, it did not know whether there would be any excess payment for order flow funds due to the specialist reimbursement process then in effect. 7 *See* Securities Exchange Act Release No. 50723 (November 23, 2004), 69 FR 69978 (December 1, 2004) (SR-Phlx-2004-68). The specialist reimbursement process has been completed and the Exchange now proposes to rebate to ROTs on a pro rata basis those payment for order flow funds collected, but not reimbursed to specialists in connection with the September/October 2004 payment for order flow program II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Phlx included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Phlx has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange states that the purpose of returning excess payment for order flow funds to ROTs on a pro rata basis is to help minimize the financial impact to them in connection with the collection of the September/October 2004 payment for order flow fees. 2. Statutory Basis The Exchange believes that its proposal to amend its schedule of fees is consistent with Section 6(b) of the Act 8 in general, and furthers the objectives of Sections 6(b)(4) of the Act 9 in particular, in that it is an equitable allocation of reasonable dues, fees, and other charges among the Phlx's members. 8 15 U.S.C. 78f(b). 9 15 U.S.C. 78f(b)(4). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any inappropriate burden on competition not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received from Members, Participants, or Others No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing proposed rule change has been designated as a fee change pursuant to Section 19(b)(3)(A)(ii) of the Act 10 and Rule 19b-4(f)(2) 11 thereunder, because it establishes or changes a due, fee, or other charge imposed by the Exchange. Accordingly, the proposal will take effect upon filing with the Commission. At any time within 60 days of the filing of such proposed rule change the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 10 15 U.S.C. 78s(b)(3)(A)(ii). 11 17 CFR 240.19b-4(f)(2). IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov* . Please include File Number SR-Phlx-2005-60 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-Phlx-2005-60. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing also will be available for inspection and copying at the principal office of the Phlx. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-Phlx-2005-60 and should be submitted on or before November 21, 2005. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 12 12 17 CFR 200.30-3(a)(12). Jonathan G. Katz, Secretary. [FR Doc. E5-6002 Filed 10-28-05; 8:45 am] BILLING CODE 8010-01-P SMALL BUSINESS ADMINISTRATION National Advisory Council Public Meeting The U.S. Small Business Administration, Office of the National Advisory Council will be hosting a public meeting via conference call to discuss such matters that may be presented by members, staff of the U.S. Small Business Administration, or interested others. The conference call will take place on Monday, November 21, 2005, at 3 p.m. eastern standard time. The call in number is 1-866-740-1260. To join, enter access code 3711001 at the prompt. Additionally, we will be using *http://www.readytalk.com* to offer a PowerPoint presentation. After logging onto the Web page, the access code is the same 3711001. Please log-in 5 minutes prior to the conference. Anyone wishing to participate or make an oral presentation to the Board must contact Balbina Caldwell, Director, National Advisory Council, no later than Friday, November 18, 2005, via e-mail: *balbina.caldwell@sba.gov* ; or phone:
(202)205-6914. Matthew K. Becker, Committee Management Officer. [FR Doc. 05-21599 Filed 10-28-05; 8:45 am]
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U.S. Code
- Registration, responsibilities, and oversight of self-regulatory organizations§ 78s
- National securities exchanges§ 78f
- Public information; agency rules, opinions, orders, records, and proceedings§ 552
- National system for clearance and settlement of securities transactions§ 78q–1
- Definitions and application§ 78c
9 references not yet in our index
- 17 CFR 240.19
- 17 CFR 200.30
- 500 U.S. 20
- 473 U.S. 614
- 105 F.3d 1465
- 197 F.3d 752
- 531 U.S. 79
- 246 F.3d 702
- 15 USC 78
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