Notices. Amendment 1
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BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-53383; File No. SR-PCX-2005-134] Self-Regulatory Organizations; Pacific Exchange, Inc.; Order Approving Proposed Rule Change and Amendment No. 1 and Notice of Filing and Order Granting Accelerated Approval to Amendment No. 2 Relating to the Certificate of Incorporation and Bylaws of Archipelago Holdings, Inc. February 27, 2006. I. Introduction On December 5, 2005, pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 the Pacific Exchange, Inc.
(“PCX” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) a proposed rule change in connection with the proposed merger (“Merger”) of New York Stock Exchange, Inc., a New York Type A not-for-profit corporation (“NYSE”), and Archipelago Holdings, Inc., a Delaware corporation and the parent company of the Exchange (“Archipelago”). On December 15, 2005, the Exchange amended its proposal. 3 The proposed rule change, as amended, was published for comment on January 12, 2006. 4 On February 13, 2006, the Exchange filed Amendment No. 2. 5 This order approves the proposed rule change, as amended, grants accelerated approval to Amendment No. 2 to the proposed rule change, and solicits comments from interested persons on Amendment No. 2. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 Amendment No. 1 replaced PCX's original filing in its entirety. 4 Securities Exchange Act Release No. 53077 (January 9, 2006), 71 FR 2095. 5 In Amendment No. 2, the Exchange clarified that the proposed rule change would become operative concurrently with the closing of the Merger.
The complete text of Amendment No. 2 is available on the Commission's Web site *http://www.sec.gov/rules/sro.shtml* , at the Commission's Public Reference Room, at the Exchange, and on PCX's Web site, *http://www.pacificex.com* . After careful review, the Commission finds the proposed rule change, as amended, is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange. 6 In particular, the Commission finds that the proposed rule change, as amended, is consistent with Section 6(b)(1) of the Act, 7 which requires a national securities exchange to be so organized and have the capacity to carry out the purposes of the Act and to enforce compliance by its members and persons associated with its members with the provisions of the Act, the rules or regulations thereunder, and the rules of the exchange.
The Commission also finds that the proposed rule change, as amended, is consistent with Section 6(b)(5) of the Act, 8 in that it is designed, among other things, to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. 6 In approving this proposed rule change, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). 7 15 U.S.C. 78f(b)(1). 8 15 U.S.C. 78f(b)(5).
A. Accelerated Approval of Amendment No. 2 The Commission also finds good cause for approving Amendment No. 2 to the proposed rule change prior to the thirtieth day after publishing notice of Amendment No. 2 in the **Federal Register** pursuant to Section 19(b)(2) of the Act. 9 9 15 U.S.C. 78s(b)(2). Pursuant to Section 19(b)(2) of the Act, the Commission may not approve any proposed rule change, or amendment thereto, prior to the thirtieth day after the date of publication of the notice thereof, unless the Commission finds good cause for so doing.
In Amendment No. 2, the Exchange represented that the proposed rule change would be operative concurrently with the closing of the Merger. Amendment No. 2 does not otherwise modify or change PCX's proposal. The Commission believes that Amendment No. 2 clarifies the timing of the rule changes proposed by PCX, raises no novel issues, and is consistent with the Act. Therefore, the Commission finds good cause exists to accelerate approval of Amendment No. 2, pursuant to Section 19(b)(2) of the Act. 10 10 15 U.S.C. 78s(b)(2).
B. Solicitation of Comment Interested persons are invited to submit written data, views, and arguments concerning Amendment No. 2, including whether Amendment No. 2 is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-PCX-2005-134 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M.
Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-PCX-2005-134. 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 Amendment No. 2 of File Number SR-PCX-2005-134 and should be submitted on or before March 27, 2006. C. Comments on the Proposal The Commission received four comment letters on the proposed rule change. 11 PCX filed a response to the comment letters on February 9, 2006 and a further response on February 27, 2006. 12 Each of the commenters expressed concern about Gerald Putnam's fitness to serve as an officer of NYSE Group, Inc.
(“NYSE Group”) or to lead the NYSE upon consummation of the Merger. 13 11 *See* letters from James L. Kopecky, Attorney, James L. Kopecky, P.C., to Christopher Cox, Chairman, Commission, dated January 16, 2006 (“Kopecky Letter”); Michael Kanovitz, Attorney, Loevy & Loevy, to Nancy M. Morris, Secretary, Commission, dated February 2, 2006 (enclosing a statement from Lewis J. Borsellino to the Commission); Philip J. Nathanson, Attorney, Philip J. Nathanson & Associates, to Christopher Cox, Chairman, Commission, dated February 3, 2006 (following up on the Kopecky Letter); and letter from Fane Lozman to Christopher Cox, Chairman, Commission, dated February 22, 2006, with attachments (responding to PCX Response to Comments, *infra* note 12). 12 *See* letters from Kevin J.
P. O'Hara, Chief Administrative Officer, General Counsel & Secretary, PCX, to Nancy M. Morris, Secretary, Commission, dated February 8, 2006 (“PCX Response to Comments”) and February 24, 2006. 13 After the Merger, NYSE Group will be a publicly traded company and the holding company for the businesses of the NYSE and Archipelago. New York Stock Exchange LLC will be a wholly-owned subsidiary of NYSE Group and will succeed to the registration of the NYSE as a national securities exchange.
Mr. Putnam is currently the chairman of the board of directors and chief executive officer of Archipelago and the chairman of PCX. Upon completion of the Merger, it is intended that Mr. Putnam will be named as co-president and chief operating officer of NYSE Group. *See* PCX Response to Comments, *supra* note 12, at 2. The issue of Mr. Putnam's fitness to serve as an officer or director of a public company or the NYSE is not before the Commission in the context of this rule filing.
Pursuant to Section 19(b)(1) of the Act, 14 a self-regulatory organization (“SRO”) (such as PCX) is required to file with the Commission any proposed rule or any proposed change in, addition to, or deletion from the rules of such SRO. Further, pursuant to Section 19(b)(2) of the Act, 15 the Commission shall approve a proposed rule change filed by an SRO if the Commission finds that such proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to the SRO.
PCX is not providing in this filing for any particular person to serve as an officer or director of NYSE Group or any of its subsidiaries. In addition, Section 19(h)(4) of the Act 16 authorizes the Commission, if in its opinion 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, to remove or censure an officer or director of a national securities exchange if it finds, after notice and opportunity for a hearing, that such officer or director has willfully violated any provision of the Act, the rules or regulations thereunder, or the rules of such exchange, willfully abused his authority, or without reasonable justification or excuse has failed to enforce compliance with any such provision by any member or person associated with a member. 14 15 U.S.C. 78s(b)(1). 15 15 U.S.C. 78s(b)(2). 16 15 U.S.C. 78s(h)(4).
II. Discussion On April 20, 2005, the NYSE and Archipelago entered into an Agreement and Plan of Merger (“Merger Agreement”). 17 Following the Merger, the businesses of the NYSE and Archipelago will be held under a single, publicly traded holding company, NYSE Group. In the Merger, NYSE members will receive cash and/or shares of NYSE Group common stock, and Archipelago stockholders will receive solely shares of NYSE Group common stock. 17 *See* Amendment No. 3 to the Registration Statement on Form S-4, Registration No. 333-126780, filed with the Commission on November 3, 2005, for a description of the Merger Agreement and the transactions contemplated thereby. *See also* Securities Exchange Act Release No. 53382 (February 27, 2006) (SR-NYSE-2005-77) (“NYSE Order”).
PCX proposes to allow NYSE Group and its related persons to wholly own and vote all of the outstanding capital stock of Archipelago upon consummation of the Merger, subject to certain exceptions described herein. PCX also proposes certain new rules of PCX and PCX Equities, Inc. (“PCXE”) prohibiting certain relationships between NYSE Group and PCX members. Finally, PCX proposes to amend the rules of PCX and PCXE to impose restrictions on certain rights of PCX members with respect to the nomination and election of the directors of PCX and PCXE.
A. NYSE Group Ownership of Archipelago The Archipelago Certificate of Incorporation imposes certain limitations on ownership and voting of Archipelago stock, unless waived by the board of directors of Archipelago (“Archipelago Board”) and approved by the Commission. 1. Current PCX Rules a. Ownership Limitation in the Archipelago Certificate of Incorporation The Archipelago Certificate of Incorporation currently provides that no person, 18 either alone or together with its related persons, 19 may own beneficially shares of Archipelago stock representing in the aggregate more than 40% of the then outstanding votes entitled to be cast on any matter (“Ownership Limitation”).
The Ownership Limitation will apply unless and until
(1)a person, either alone or with its related persons, delivers to the Archipelago Board a notice in writing regarding its intention to acquire shares of Archipelago stock that would cause such person, either alone or with its related persons, to own beneficially shares of stock of Archipelago in excess of the Ownership Limitation, at least 45 days (or such shorter period as the Archipelago Board may expressly consent) prior to the intended acquisition, and
(2)such person, either alone or with its related persons, receives prior approval by the Archipelago Board and the Commission to exceed the Ownership Limitation. 20 Specifically,
(1)The Archipelago Board must adopt a resolution approving such person and its related persons to exceed the Ownership Limitation,
(2)the resolution must be filed with the Commission under Section 19(b) of the Act, 21 and
(3)such proposed rule change must be approved by the Commission and become effective thereunder. 22 18 *See* Archipelago Certificate of Incorporation, Article Fourth H(2) for the definition of a “Person.” 19 *See* Archipelago Certificate of Incorporation, Article Fourth H(3) for the definition of “Related Persons.” 20 Archipelago Certificate of Incorporation, Article Fourth D(1)(a). 21 15 U.S.C. 78s(b). 22 Archipelago Certificate of Incorporation, Article Fourth D(1)(a). Pursuant to the Archipelago Certificate of Incorporation, subject to its fiduciary obligations under the Delaware General Corporation Law, as amended (“DGCL”), before adopting any such resolution, the Archipelago Board must first determine that:
(1)Such acquisition of beneficial ownership by such person, either alone or with its related persons, would not impair any of Archipelago's, PCX's, or PCXE's ability to discharge its responsibilities under the Act and the rules and regulations thereunder and is otherwise in the best interests of Archipelago and its stockholders;
(2)such acquisition of beneficial ownership by such person, either alone or with its related persons, would not impair the Commission's ability to enforce the Act; and
(3)such person and its related persons are not subject to any statutory disqualification. 23 23 Archipelago Certificate of Incorporation, Article Fourth D(1)(b). The term “statutory disqualification” is defined in Section 3(a)(39) of the Act, 15 U.S.C. 78c(a)(39). In making such determinations, the Archipelago Board may impose any conditions and restrictions on such person and its related persons owning any shares of stock of Archipelago entitled to vote on any matter as the Archipelago Board in its sole discretion deems necessary, appropriate, or desirable in furtherance of the objectives of the Act and the governance of Archipelago. Archipelago Certificate of Incorporation, Article Fourth D(1)(b). In addition, the Archipelago Certificate of Incorporation provides that for so long as Archipelago Exchange, L.L.C. (“ArcaEx”) remains a facility of PCX and PCXE and the Facility Services Agreement among Archipelago, PCX, and PCXE, dated as of March 22, 2002 (“Facility Services Agreement”), which currently governs the regulatory relationship of PCX and PCXE to ArcaEx, remains in full force and effect, no Equity Trading Permit Holder (“ETP Holder”), 24 either alone or with its related persons, shall be permitted at any time to own beneficially shares of Archipelago stock representing in the aggregate more than 20% of the then outstanding votes entitled to be cast on any matter. 25 Furthermore, unlike the Ownership Limitation described earlier, the Archipelago Certificate of Incorporation does not give the Archipelago Board the authority to waive the 20% ownership limitation with respect to ETP Holders and their related persons. 24 “ETP Holder” is defined in PCXE Rule 1.1. 25 Archipelago Certificate of Incorporation, Article Fourth D(2). b. Voting Limitation in the Archipelago Certificate of Incorporation The Archipelago Certificate of Incorporation also currently provides that no person, either alone or with its related persons, shall be entitled to
(1)vote or cause the voting of shares of Archipelago stock to the extent such shares represent in the aggregate more than 20% of the then outstanding votes entitled to be cast on any matter (“Voting Limitation”) or
(2)enter into any agreement, plan, or arrangement not to vote shares, the effect of which agreement, plan, or arrangement would be to enable any person, either alone or with its related persons, to vote, possess the right to vote, or cause the voting of shares that would represent in the aggregate more than 20% of the then outstanding votes entitled to be cast on any matter (“Nonvoting Agreement Prohibition”). 26 The Voting Limitation and the Nonvoting Agreement Prohibition shall apply unless and until
(1)a person, either alone or with its related persons, delivers to the Archipelago Board a notice in writing regarding such person's intention to vote, possess the right to vote, or cause the voting of shares of Archipelago stock that would cause such person, either alone or with its related persons, to violate the Voting Limitation or the Nonvoting Agreement Prohibition, at least 45 days (or such shorter period as the Archipelago Board may expressly consent) prior to the intended vote and
(2)such person, either alone or with its related persons, receives prior approval from the Archipelago Board and the Commission to exceed the Voting Limitation or enter into an agreement, plan, or arrangement not otherwise allowed pursuant to the Nonvoting Agreement Prohibition. 27 Specifically,
(1)The Archipelago Board must adopt a resolution approving such person and its related persons to exceed the Voting Limitation or to enter into an agreement, plan, or arrangement not otherwise allowed pursuant to the Nonvoting Agreement Prohibition,
(2)the resolution must be filed with the Commission under Section 19(b) of the Act, 28 and
(3)such proposed rule change must be approved by the Commission and become effective thereunder. 29 26 Archipelago Certificate of Incorporation, Article Fourth C(1). 27 Archipelago Certificate of Incorporation, Article Fourth C(2). 28 15 U.S.C. 78s(b). 29 Archipelago Certificate of Incorporation, Article Fourth C(2). Pursuant to the Archipelago Certificate of Incorporation, subject to its fiduciary obligations under the DGCL, before adopting any such resolution, the Archipelago Board must first determine that:
(1)The exercise of such voting rights or the entering into of such agreement, plan, or arrangement, as applicable, by such person, either alone or with its related persons, would not impair Archipelago's, PCX's, or PCXE's ability to discharge its responsibilities under the Act and the rules and regulations thereunder and is otherwise in the best interests of Archipelago and its stockholders;
(2)the exercise of such voting rights or the entering into of such agreement, plan, or arrangement would not impair the Commission's ability to enforce the Act;
(3)such person and its related persons are not subject to any statutory disqualification; 30 and
(4)in the case of a resolution to approve the exercise of voting rights in excess of the Voting Limitation, for so long as ArcaEx remains a facility of PCX and PCXE and the Facility Services Agreement is in full force and effect, neither such person nor its related persons are ETP Holders. 31 30 *See supra* note 23. 31 Archipelago Certificate of Incorporation, Article Fourth C(3). In making such determinations, the Archipelago Board may impose any conditions and restrictions on such person and its related persons owning any shares of Archipelago stock entitled to vote on any matter as the Archipelago Board in its sole discretion deems necessary, appropriate, or desirable in furtherance of the objectives of the Act and the governance of Archipelago. *Id.* c. Additional Matters Relating to OTP Holders and OTP Firms of PCX Archipelago's amended and restated bylaws (“Archipelago Bylaws”) provide that the Archipelago Board will not adopt any resolution waiving the Voting Limitation, the Nonvoting Agreement Prohibition, and the Ownership Limitation with respect to any Options Trading Permit Holder (“OTP Holder”) 32 or Options Trading Permit Firm (“OTP Firm”) 33 or its related persons. 34 PCX rules provide that for as long as Archipelago controls, directly or indirectly, PCX, no OTP Holder or OTP Firm, either alone or together with its related persons, shall:
(i)Own beneficially shares of Archipelago stock representing in the aggregate more than 20% of the then outstanding votes entitled to be cast on any matter;
(ii)have the right to vote, vote, or cause the voting of shares of Archipelago stock to the extent such shares represent in the aggregate more than 20% of the then outstanding votes entitled to be cast on any matter; or
(iii)enter into any agreement, plan, or arrangement not to vote shares of Archipelago stock, the effect of which would enable any person, either alone or together with its related persons, to vote, possess the right to vote, or cause the voting of shares what would represent in the aggregate more than 20% of the then outstanding votes entitled to be cast on any matter. 35 32 “OTP Holder” is defined in PCX Rule 1.1. 33 “OTP Firm” is defined in PCX Rule 1.1. 34 Archipelago Bylaws, Section 6.8(d). This provision of the Archipelago Bylaws may not be amended, modified, or repealed unless such amendment, modification, or repeal is filed with and approved by the Commission or approved by Archipelago stockholders voting not less than 80% of the then outstanding votes entitled to be cast in favor of any such amendment, modification, or repeal. Archipelago Bylaws, Section 6.8(g). 35 See PCX Rules 3.4(a) and (b). 35 *See* PCX Rules 3.4(a) and (b). 2. Resolution of the Archipelago Board Under the terms of the Merger Agreement, NYSE Group will wholly own and vote all of the outstanding capital stock of Archipelago upon consummation of the Merger. Absent a waiver, the Merger would cause NYSE Group to violate the Ownership Limitation and the Voting Limitation. Accordingly, as required by the Archipelago Certificate of Incorporation, on October 19, 2005, NYSE Group delivered a written notice to the Archipelago Board requesting approval of its ownership and voting of Archipelago stock in excess of the Ownership Limitation and the Voting Limitation. On October 20, 2005, the Archipelago Board adopted a resolution approving the request. 36 The Exchange then filed the resolution with the Commission under Section 19(b) of the Act 37 and requested that, upon consummation of the Merger, NYSE Group be allowed to wholly own and vote all the outstanding common stock of Archipelago, either alone or with its related persons, except for any related person of NYSE Group that is an ETP Holder, an OTP Holder, or an OTP Firm. 36 In adopting the resolution approving NYSE Group's request, the Archipelago Board determined that
(1)the acquisition of beneficial ownership of, and the exercise of voting rights with respect to, 100% of the outstanding shares of Archipelago common stock by NYSE Group, either alone or with its related persons, would not impair any of Archipelago's, PCX's, or PCXE's ability to discharge its responsibilities under the Act and the rules and regulations thereunder and are otherwise in the best interests of Archipelago and its stockholders;
(2)such acquisition would not impair the Commission's ability to enforce the Act;
(3)neither NYSE Group nor any of its related persons is subject to any statutory disqualification; and
(4)neither NYSE Group nor any of its related persons is an ETP Holder, OTP Holder, or OTP Firm. 37 15 U.S.C. 78s(b). The Commission notes that the NYSE Group Certificate of Incorporation imposes certain restrictions on NYSE Group stockholders' ability to own and vote shares of stock of NYSE Group similar to those contained in the Archipelago Certificate of Incorporation and PCX rules. 38 These ownership and voting limitations are designed to prevent a shareholder or group of shareholders acting together from exercising undue influence or control over the operations of NYSE Group's regulated subsidiaries, including PCX and NYSE Regulation, Inc. (“NYSE Regulation”), which will carry out certain regulatory services on behalf of PCX. 39 38 The Commission is today approving proposed rule changes filed by the NYSE in connection with the Merger. *See* NYSE Order, *supra* note 17. 39 PCX and NYSE Regulation intend to enter into a Regulatory Services Agreement specifying the regulatory functions that NYSE Regulation will perform. Specifically, the NYSE Group Certificate of Incorporation provides that no person, either alone or together with its related persons, may at any time beneficially own shares of NYSE Group stock representing in the aggregate more than 20% of the then outstanding votes entitled to be cast on any matter. 40 The NYSE Group Certificate of Incorporation also provides that no person, either alone or together with its related persons, will be entitled to vote or cause the voting of shares of NYSE Group stock representing in the aggregate more than 10% of the total number of votes entitled to be cast on any matter, and no person, either alone or together with its related persons, may acquire the ability to vote more than 10% of the aggregate number of votes being cast on any matter by virtue of agreements entered into with other persons not to vote shares of NYSE Group's outstanding capital stock. 41 Moreover, the NYSE Group Certificate of Incorporation includes a provision restricting the NYSE Group board of directors (“NYSE Group Board”) from waiving these ownership and voting limitations for ETP Holders, OTP Holders, and OTP Firms that is analogous to provisions in the current Archipelago Certificate of Incorporation and Archipelago Bylaws. Specifically, like Archipelago, the NYSE Group Board will be prohibited from waiving the applicable ownership and voting limitations in excess of 20% for ETP Holders, OTP Holders, and OTP Firms. 42 40 In the event that a person, either alone or together with its related persons, beneficially owns shares of stock of NYSE Group in excess of the 20% threshold, such person and its related persons will be obligated to sell promptly, and NYSE Group will be obligated to purchase promptly, at a price equal to the par value of such shares of stock and to the extent that funds are legally available for such purchase, that number of shares necessary to reduce the ownership level of such person and its related persons to below the permitted threshold, after taking into account that such repurchased shares will become treasury shares and will no longer be deemed to be outstanding. *See* NYSE Order, *supra* note 17. 41 NYSE Group will disregard any such votes purported to be cast in excess of this limitation. *See id.* 42 *See id.* The Commission also notes that the NYSE Group Certificate of Incorporation contains certain other provisions designed to facilitate the ability of the regulated subsidiaries of NYSE Group and the Commission to fulfill their regulatory and oversight obligations under the Act. These provisions are analogous to provisions contained in the Archipelago Certificate of Incorporation and the Archipelago Bylaws and relate, in part, to the Commission's access to NYSE Group's books and records, the Commission's jurisdiction over NYSE Group and its officers, directors, and employees, the protection of confidential information, and the filing with the Commission of amendments to NYSE Group's governing documents. The Commission therefore finds that it is consistent with the Act, in particular Section 6(b)(1) of the Act, 43 to allow NYSE Group and its related persons, other than any related person of NYSE Group that is an ETP Holder, OTP Holder, or OTP Firm, to wholly own and vote all of the outstanding capital stock of Archipelago. 43 15 U.S.C. 78f(b)(1). B. Certain Relationships Between NYSE Group and OTP Holders, OTP Firms, and ETP Holders Upon consummation of the Merger, NYSE Group will become the parent company of Archipelago and the successor to the NYSE, New York Stock Exchange LLC. To protect the integrity and independence of the regulatory responsibilities of PCX and PCXE after the consummation of the Merger, PCX and PCXE propose certain new rules designed to minimize any potential conflicts of interest that may result from ownership relationships or affiliations between OTP Holders, OTP Firms, and ETP Holders, *i.e.,* PCX members, on the one hand and NYSE Group and its subsidiaries, including PCX and PCXE, on the other hand. Specifically, proposed PCX Rule 3.10 and proposed PCXE Rule 3.10 provide that, unless approved by the Commission,
(a)no OTP Holder, OTP Firm, or ETP Holder shall be affiliated 44 with NYSE Group or any of its affiliated entities, and
(b)neither NYSE Group nor any of its affiliates shall hold, directly or indirectly, an ownership interest in any OTP Firm or ETP Holder. The proposed PCX and PCXE rules further provide that any person who fails to meet the requirements described in the preceding sentence shall not be eligible to become an OTP Holder, OTP Firm, or ETP Holder, as the case may be. 45 In addition, in the event of any failure by any OTP Holder, OTP Firm, or ETP Holder to comply with the applicable provisions of the proposed PCX Rule 3.10 and proposed PCXE Rule 3.10, PCX or PCXE shall suspend all trading rights and privileges of such OTP Holder, OTP Firm, or ETP Holder, as the case may be, in accordance with the proposed PCX and PCXE rules, subject to the procedures provided therein. 46 44 A person “affiliated” with a specified person is a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the person specified. 17 CFR 240.12b-2. 45 Proposed PCX Rule 3.10(c) and proposed PCXE Rule 3.10(c). 46 The proposed PCX and PCXE rules provide that in the event of any such failure to comply with proposed PCX Rule 3.10 and proposed PCXE Rule 3.10, respectively, PCX or PCXE shall:
(1)Provide notice to the applicable OTP Holder, OTP Firm, or ETP Holder, as the case may be, within five business days of learning of the failure to comply;
(2)allow the applicable OTP Holder, OTP Firm, or ETP Holder fifteen calendar days to cure any such failure to comply;
(3)in the event that the applicable OTP Holder, OTP Firm, or ETP Holder does not cure such failure to comply within such fifteen calendar day cure period, schedule a hearing to occur within thirty calendar days following the expiration of such fifteen calendar day cure period; and
(4)render its decision as to the suspension of all trading rights and privileges of the applicable OTP Holder, OTP Firm, or ETP Holder no later than ten calendar days following the date of such hearing. Proposed PCX Rule 13.2(a)(2)(F) and proposed PCXE Rule 11.2(a)(2)(v). The Commission finds that proposed PCX Rule 3.10 and proposed PCXE Rule 3.10 are consistent with the Act, in particular Section 6(b)(1) of the Act. 47 These proposed rules are designed to minimize any potential conflicts of interest that may result from ownership relationships or affiliations between PCX members on the one hand and NYSE Group and its affiliates, including PCX and PCXE, on the other hand. By proscribing ownership and affiliation between these groups, the Commission believes that proposed PCX Rule 3.10 and proposed PCXE 3.10 will help protect the integrity and independence of the regulatory responsibilities of the Exchange after the consummation of the Merger. 47 15 U.S.C. 78f(b)(1). C. Rights of OTP Holders and ETP Holders With Respect to the Nomination and Election of Their Representatives to the PCX Board and PCXE Board The bylaws of PCX and PCXE (“PCX Bylaws” and “PCXE Bylaws,” respectively) contain certain compositional requirements with respect to the boards of directors of PCX and PCXE (“PCX Board” and “PCXE Board,” respectively). Specifically, the PCX Bylaws provide that at least 20% of the directors of PCX shall consist of individuals nominated by trading permit holders, with at least one director nominated by ETP Holders and at least one director nominated by OTP Holders. 48 The PCXE Bylaws provide that at least 20% of the directors (but no fewer than two directors) of PCXE shall be nominees of the ETP/Equity ASAP Nominating Committee, as provided under PCXE Rule 3. 49 The procedures for the nomination, appointment, and election of the directors of PCX and PCXE are governed by PCX and PCXE rules. 50 To ensure that the director nomination and election processes of each of PCX and PCXE are not subject to any undue influence from the concentration of rights in any one OTP Holder 51 or ETP Holder, either alone or together with certain affiliates, PCX proposes to amend its rules and PCXE's rules to limit the participation of affiliated OTP Holders and ETP Holders in the director nomination and election processes. 48 PCX Bylaws, Section 3.02(a). 49 PCXE Bylaws, Section 3.02(a). 50 PCX Rule 3.2(b)(2) and PCXE Rule 3.2(b)(2). 51 Even though OTP Firms also hold options trading permits, they do not have any voting rights with respect to the nomination and election of the OTP Holder representative on the PCX Board. Specifically, PCX rules currently provide that the PCX nominating committee (“PCX Nominating Committee”) shall have seven members, consisting of six OTP Holders and one person from the public. The PCX Nominating Committee must nominate any candidate for these OTP Holders' positions on the PCX Nominating Committee endorsed by the written petition of the lesser of 35 OTP Holders or 10% of OTP Holders. PCX proposes that no OTP Holder, either alone or together with
(x)other OTP Holders associated with the same OTP Firm that such OTP Holder is associated with 52 and
(y)OTP Holders associated with OTP Firms that are affiliated 53 with the OTP Firm that such OTP Holder is associated with, may account for more than 50% of the signatories to the petition endorsing a particular petition nominee for an OTP Holders' position on the PCX Nominating Committee. 52 The term “associated person of a broker or dealer” means any partner, officer, director, or branch manager of such broker or dealer (or any person occupying a similar status or performing similar functions), any person directly or indirectly controlling, controlled by, or under common control with such broker or dealer, or any employee of such broker or dealer, except that such term does not include any person associated with a broker or dealer whose functions are solely clerical or ministerial. 15 U.S.C. 78c(a)(18). 53 *See supra* note 43. PCX rules also currently provide that, in the event that there are more than six nominees to fill the OTP Holders' positions on the PCX Nominating Committee as a result of petition by OTP Holders, the PCX Nominating Committee must submit the nominees to OTP Holders for election. 54 PCX proposes that no OTP Holder, either alone or together with
(x)other OTP Holders associated with the same OTP Firm that such OTP Holder is associated with and
(y)OTP Holders associated with OTP Firms that are affiliated with the OTP Firm that such OTP Holder is associated with, may account for more than 20% of the votes cast for a particular nominee for an OTP Holders' position on the PCX Nominating Committee. 54 PCX Rules 3.2(b)(2)(B). With respect to the nomination and election of the OTP Holder representative on the PCX Board, PCX rules currently provide that, in addition to the candidate nominated by the PCX Nominating Committee for the OTP Holders' position on the PCX Board, the PCX Nominating Committee must nominate any eligible candidate endorsed by the written petition of the lesser of 35 OTP Holders or 10% of OTP Holders in good standing on or before the tenth business day after the PCX Nominating Committee publishes its nominee for the PCX Board. 55 PCX proposes that no OTP Holder, either alone or together with
(x)other OTP Holders associated with the same OTP Firm that such OTP Holder is associated with and
(y)OTP Holders associated with OTP Firms that are affiliated with the OTP Firm that such OTP Holder is associated with, may account for more than 50% of the signatories to the petition endorsing a particular petition nominee for the OTP Holders' position on the PCX Board. 55 PCX Rule 3.2(b)(2)(C)(ii). In addition, PCX rules currently provide that if there are two or more nominees for the PCX Holder's position on the PCX Board as a result of petition by OTP Holders, the PCX Nominating Committee must submit the contested nomination(s) to OTP Holders for election. 56 PCX proposes that no OTP Holder, either alone or together with
(x)other OTP Holders associated with the same OTP Firm that such OTP Holder is associated with and
(y)OTP Holders associated with OTP Firms that are affiliated with the OTP Firm that such OTP Holder is associated with, may account for more than 20% of the votes cast for a particular nominee for the OTP Holders' position on the PCX Board. 56 PCX Rule 3.2(b)(2)(C)(iii). Similarly, PCXE rules currently provide that the PCXE nominating committee (“PCXE Nominating Committee”) shall have seven members, consisting of six ETP Holders and one person from the public. The PCXE Nominating Committee must nominate any candidate for these ETP Holders' positions on the PCXE Nominating Committee endorsed by the written petition of at least 10% of ETP Holders. PCX proposes that no ETP Holder, either alone or together with other ETP Holders who are deemed its affiliates, 57 may account for more than 50% of the signatories to the petition endorsing a particular petition nominee for an ETP Holders' position on the PCXE Nominating Committee. 57 *See supra* note 43. PCXE rules also currently provide that in the event that there are more than six nominees to fill the ETP Holders' positions on the PCXE Nominating Committee as a result of petition by ETP Holders, the PCXE Nominating Committee must submit the nominees to ETP Holders for election. 58 PCX proposes that no ETP Holder, either alone or together with other ETP Holders who are deemed its affiliates, may account for more than 20% of the votes cast for a particular nominee for an ETP Holders' position on the PCXE Nominating Committee. 58 PCXE Rules 3.2(b)(2)(B)(iii). With respect to the nomination and election of the ETP Holder representatives on the PCX Board and PCXE Board, PCXE rules currently provide that in addition to the candidates nominated by the PCXE Nominating Committee for the ETP Holders' positions on the PCX Board and PCXE Board, the PCXE Nominating Committee must nominate any eligible candidate endorsed by the written petition of at least 10% of ETP Holders in good standing to the PCX Board or PCXE Board, as the case may be, within the time period set forth in PCXE rules. 59 PCX proposes that no ETP Holder, either alone or together with other ETP Holders who are deemed its affiliates, may account for more than 50% of the signatories to a petition endorsing a particular petition nominee for an ETP Holders' position on the PCX Board or PCXE Board. 59 PCXE Rule 3.2(b)(2)(C)(i). In addition, PCXE rules also currently provide that if there are three or more nominees for the ETP Holders' positions on the PCXE Board or two or more nominees for the ETP Holder's position on the PCX Board, the PCXE Nominating Committee shall submit the contested nomination(s) to the ETP Holders for election. 60 PCX proposes that no ETP Holder, either alone or together with other ETP Holders who are deemed its affiliates, may account for more than 20% of the votes cast for a particular nominee for an ETP Holders' position on the PCX Board or PCXE Board. 61 60 PCXE Rule 3.2(b)(2)(C)(ii). 61 Aside from trading rights that such permit holders are entitled to and rights described in this section, the Exchange represents that permit holders have no other voting, nomination, petition, or other rights under the organizational documents and rules of PCX and PCXE, as applicable. The Commission finds that these proposed PCX and PCXE rules related to the director nomination and election process are consistent with the Act, in particular Section 6(b)(3) of the Act. 62 These proposed rule changes, which will limit the ability of affiliated OTP Holders or ETP Holders to control such process, should serve to strengthen and improve fair representation of all members. The Commission therefore believes that the proposal will help to protect PCX and PCXE Boards from any inappropriate influences of a group of related OTP Holders or ETP Holders. 62 15 U.S.C. 78f(b)(3). D. SIP Registration Section 11A(b)(1) of the Act 63 provides for the registration with the Commission of a securities information processor (“SIP”) 64 that is acting as an exclusive processor. 65 Because ArcaEx engages on an exclusive basis on behalf of the Exchange in collecting, processing, or preparing for distribution or publication information with respect to transactions or quotations on or effected or made by means of a facility of the Exchange, it is an exclusive processor that is required to register pursuant to Section 11A(b) of the Act. 66 63 15 U.S.C. 78k-1(b)(1). 64 *See* Section 3(a)(22)(A) of the Act, 15 U.S.C. 78c(a)(22)(A), for the definition of a SIP. A SRO is explicitly excluded from the definition of a SIP. 65 Section 3(a)(22)(B) of the Act, 15 U.S.C. 78c(a)(22)(B), defines an exclusive processor. Rule 609 under the Act, 17 CFR 242.609, requires that the registration of a SIP be on Form SIP, 17 CFR 249.1001. 66 15 U.S.C. 78k-1(b)(1). A SRO that is an exclusive processor is exempt from registration under Section 11A(b)(1) of the Act because it is excluded from designation as a SIP. Section 11A(b)(1) of the Act 67 provides that the Commission may, by rule or order, upon its own motion or upon application by a SIP, conditionally or unconditionally exempt any SIP from any provision of Section 11A of the Act or the rules or regulation thereunder, if the Commission finds that such exemption is consistent with the public interest, the protection of investors, and the purposes of Section 11A of the Act, including the maintenance of fair and orderly markets in securities and the removal of impediments to and perfection of the mechanism of a national market system. 68 67 15 U.S.C. 78k-1(b)(1). 68 15 U.S.C. 78k-1(b)(1). *See also* Rule 609(c), 17 CFR 242.609(c). The Commission has determined to grant ArcaEx a temporary exemption from registration under Section 11A(b)(1) of the Act and Rule 609 thereunder for a period of thirty
(30)days from the date of closing of the Merger, while an application for registration or an application for an exemption pursuant to Section 11A(b)(1) of the Act and Rule 609 thereunder is prepared. 69 The Commission also has determined to grant a conditional continuation of the 30-day temporary exemption from registration of ArcaEx, conditioned upon its filing of an application for registration or application for an exemption from registration within the 30-day time period. Such continuation shall continue for a period of 90 days following the end of the 30-day period and will afford interested persons an opportunity to submit written comments concerning the application filed with the Commission. 70 69 *See* Securities Exchange Act Release No. 12079 (February 6, 1976) (order granting temporary exemption from SIP registration for Nasdaq for
(1)a period of 30 days following the consummation of the sale of the Nasdaq system to the NASD and the assignment of the NASD's rights in such purchase to Nasdaq, a subsidiary of the NASD and
(2)an additional period of ninety
(90)days following the day of publication of notice of filing of an application for registration or exemption from registration, if such application is received within the original 30 days). *See also* Securities Exchange Act Release Nos. 13278 (February 17, 1977) (granting Bradford National Clearing Corporation, which was to perform SIP functions for the Pacific Exchange, a 90-day temporary exemption from registration as a SIP pending Commission determination of Bradford's application for a permanent exemption, such 90-day period to begin from the consummation of the agreement calling for Bradford's assumption of the SIP services) and 27957 (April 27, 1990), 55 FR 19140 (May 8, 1990) (granting the NASD a 90-day temporary exemption from registration of its subsidiary, Market Services, Inc., which was to operate the NASD's PORTAL market, as a SIP pending Commission review of its application for registration filed with the Commission). 70 Publication of notice of the filing of an application for registration is required by Section 11A(b)(3) of the Act, 15 U.S.C. 78k-1(b)(3). ArcaEx currently operates the equities trading facility of PCX and is regulated as a facility of PCX. 71 The Commission therefore finds that such temporary exemptions are consistent with the public interest, the protection of investors, and the purposes of Section 11A of the Act. The exemptions are for a limited period of time during which the Commission will have regulatory authority over ArcaEx. 71 *See* Securities Exchange Act Release No. 44983 (October 25, 2001), 66 FR 55225 (November 1, 2001). III. Conclusion *It is therefore ordered,* pursuant to Section 19(b)(2) of the Act, 72 that the proposed rule change (SR-PCX-2005-134), as amended, is approved and Amendment No. 2 is approved on an accelerated basis. 72 15 U.S.C. 78s(b)(2). *It is therefore further ordered,* pursuant to Section 11A(b)(1) of the Act, 73 that ArcaEx shall be exempt from registration as a securities information processor for a period of thirty
(30)days following the date of closing of the Merger. 73 15 U.S.C. 78k-1(b)(1). *It is therefore further ordered,* pursuant to Section 11A(b)(1) of the Act, 74 that upon the filing by ArcaEx of an application for registration or an exemption from registration as a securities information processor within the 30-day period prescribed above, ArcaEx shall be exempt from registration as a securities information processor for an additional period of ninety
(90)days following the end of the original 30-day period. 74 *Id.* By the Commission (Chairman Cox and Commissioners Glassman, Atkins, Campos, and Nazareth). Nancy M. Morris, Secretary. [FR Doc. E6-3093 Filed 3-3-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-53370; File No. SR-PCX-2006-11] Self-Regulatory Organizations; Pacific Exchange, Inc.; Notice of Filing and Order Granting Accelerated Approval of Proposed Rule Change Requiring Archipelago Securities, L.L.C. To Enter Two-Sided Quotes February 24, 2006. 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 February 9, 2006, the Pacific Exchange, Inc. (“PCX” or “Exchange”), through its wholly-owned subsidiary PCX Equities, Inc. (“PCXE”), filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons and is approving the proposal on an accelerated basis. 1 15 U.S.C 78s(b)(1). 2 17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange, through PCXE, proposes to amend its rules governing the Archipelago Exchange (“ArcaEx”), the equities trading facility of PCXE. The Exchange proposes to amend PCXE Rule 7.58 to specify that its broker-dealer facility, Archipelago Securities, L.L.C. (“Arca Securities”), would be responsible for entering two-sided orders in all stocks eligible for trading on ArcaEx for purposes of fulfilling the two-sided quote requirement found in section 6(a)(i)(B) of the Intermarket Trading System Plan (“ITS Plan”). Further, the Exchange proposes to expand certain exceptions recently granted by the Commission to the ownership and voting restrictions in the PCX Holdings, Inc. (“PCXH”) Certificate of Incorporation to encompass the proposed new functionality. The text of the proposed rule change appears below. Additions are in *italics.* Deleted items are in [brackets]. PCX Equities, Inc. Rule 7 Rule 7.58 [Reserved.] *Compliance with Two-Sided Quote Requirement in ITS Plan. Archipelago Securities, L.L.C. will enter two-sided orders in all stocks eligible for trading on the Archipelago Exchange for purposes of fulfilling the two-sided quote requirement found in section 6(a)(i)(B) of the ITS Plan. The quote parameters for these purposes will be buy orders priced at $0.01 and sell orders priced at two times the previous day's close for the particular security, or, if required due to technology considerations, orders would be priced as near as possible to the parameters above.* II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of, and basis for, the proposed rule change. The text of these statements may be examined at the places specified in Item III below, and is set forth in sections A, B, and C below. A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to add new language to PCXE Rule 7.58 to specify that the broker-dealer facility of ArcaEx, Arca Securities, would be responsible for entering two-sided orders in all stocks eligible for trading on ArcaEx for purposes of fulfilling the quoting requirements found in section 6(a)(i)(B) of the ITS Plan. Section 6(a) of the ITS Plan states that “a member in any Exchange Market may trade any System security provided that continuous two-sided quotations in such security are required to be, and are, furnished under section 6(a)(i)(B) by or on behalf of such Exchange Participant to other Participants.” In the past, another broker-dealer affiliate of ArcaEx, Wave Securities, L.L.C. (“Wave”), performed this function. 3 The Exchange has determined that transferring this responsibility to the broker-dealer Arca Securities, a facility of the Exchange, is appropriate at this time, given that Wave will no longer be owned by Archipelago Holdings, Inc. (“Archipelago”). To accommodate the two-sided quote requirement, Arca Securities would enter buy and sell orders in every listed symbol eligible for trading at the start of core trading on ArcaEx. 4 All buy orders would be priced at $0.01, and all sell orders would be priced at two times the previous day's close for the particular security, or, if required due to technology considerations, orders would be priced as near as possible to the parameters above. The orders would be entered with a time in force during the core trading session on ArcaEx and, by their terms, would expire at the close of the core trading session. Should an execution result from these two-sided orders, Arca Securities, an ETP Holder on ArcaEx, would honor trades at the price of the orders entered. 5 3 *See* letter from David E. Rosedahl, Pacific Exchange, Inc., to John Polise, Division of Market Regulation (“Division”), Commission, regarding ArcaEx's compliance with the two-sided quote requirements of the ITS Plan, dated July 31, 2002. 4 *See* PCXE Rule 7.34. 5 Any trade occurring on the Exchange with an obvious error in terms, including price, is subject to the Clearly Erroneous Policy set forth in PCXE Rule 7.10. The Exchange represents that it would apply the procedures set forth in Rule 7.10 in an even-handed and fair manner in the event a transaction involving Arca Securities comes before it under the procedures set forth in the rule. Arca Securities is a wholly-owned subsidiary of Archipelago, which recently acquired PCXH. 6 In the rule filings relating to this acquisition, the Exchange requested that the Commission provide certain exceptions to the ownership and voting limitations contained in the Certificate of Incorporation of PCXH to allow any “Related Person” of Archipelago who is a prohibited person not covered by the definition of permitted person (as such terms are defined by the PCXH Certificate of Incorporation) to exceed certain voting and ownership restrictions in PCXH's Certificate of Incorporation for certain time periods, as approved by the Commission. The Commission granted Arca Securities one such exception to the PCXH ownership and voting restrictions with respect to its Outbound Router 7 functionality, on the condition that it would not undertake any activities other than those set forth in the Arca-PCX Approval order, unless such activity was first approved by the Commission. 8 6 *See* Securities Exchange Act Release No. 52497 (September 22, 2005), 70 FR 56949 (September 29, 2005) (SR-PCX-2005-90) (order granting approval of proposed rule changes in relation to the acquisition of PCXH by Archipelago) (“Arca-PCX Approval Order”). 7 In the Arca-PCX Approval Order, the Commission defined the Outbound Router function of Arca Securities as follows: “an optional routing service for ArcaEx to route orders to other securities exchanges, facilities of securities exchanges, automated trading systems, electronic communications networks or other brokers or dealers from ArcaEx in compliance with PCXE Rules.” *See* Arca-PCX Approval Order at 56952. 8 The Commission initially granted the exception with respect to Arca Securities' Outbound Router functionality. *See* Arca-PCX Approval Order, at 56952-56953 and 56958-56959. Because this filing requests approval for new Arca Securities functionality, *i.e.* , permission to enter two-sided orders in all stocks eligible for trading on ArcaEx for purposes of section 6(a)(i)(B) of the ITS Plan, the Exchange has requested that the Commission also approve an expansion of the exception to the PCXH ownership and voting restrictions to incorporate the proposed functionality and extend the exception from the PCXH ownership and voting restrictions to this new function of Arca Securities. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with section 6(b) of the Act 9 in general and furthers the objectives of section 6(b)(5), 10 in particular, in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transaction in securities, and to remove impediments to and perfect the mechanisms of a free and open market and a national market system. B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. Further, the Exchange believes the proposed functionality will not create a condition of unfair competition with respect to its affiliate, Arca Securities, and other equity trading permit holders because the proposed quoting parameters are designed to avoid order interaction. The orders entered by Arca Securities under the proposed functionality will not be intended to result in transactions but rather will be entered for the sole purpose of satisfying ITS Plan requirements to provide continuous two-sided quotations. The Exchange anticipates that the non-competitively priced orders placed by Arca Securities for these purposes would be filled only in exceptional circumstances and therefore the Exchange believes there would be a very remote potential for a conflict of interest between the Exchange's self-regulatory obligations and its commercial interests. For these reasons, the Exchange believes it is appropriate and consistent with the Act to permit Arca Securities to undertake the proposed new functionality. 9 15 U.S.C. 78f(b). 10 15 U.S.C. 78f(b)(5). C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others Written comments on the proposed rule change were neither solicited nor received. III. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-PCX-2006-11 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-PCX-2006-11. 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 PCX. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-PCX-2006-11 and should be submitted on or before March 27, 2006. IV. Commission's Findings and Order Granting Accelerated Approval of Proposed Rule Change The Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange. 11 In particular, the Commission finds that the proposed rule change is consistent with section 6(b)(5) of the Act, 12 which requires that an exchange have rules designed, among other things, to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. 11 In approving this rule change, the Commission notes that it has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 12 15 U.S.C. 78f(b)(5). Under the proposal, Arca Securities, an affiliated broker-dealer of the Exchange, would maintain two-sided quotes in all stocks eligible for trading on ArcaEx for purposes of fulfilling the two-sided quote requirement found in section 6(a)(i)(B) of the ITS Plan. The performance of this functionality by Arca Securities, without Commission approval, would, however, cause Arca Securities to violate ownership and voting restrictions set forth in the PCXH Certificate of Incorporation. 13 13 *See* PCXH Certificate of Incorporation, Article Nine. *See also* Arca-PCX Approval Order. Arca Securities, as a wholly-owned subsidiary of Archipelago, is a “Related Person” 14 of Archipelago and an ETP Holder. Consequently, Archipelago's ownership of Arca Securities would cause Arca Securities to exceed the voting and ownership limitations imposed by Article Nine of the PCXH Certificate of Incorporation, absent an exception. The Commission approved such an exception in the Arca-PCX Approval Order. The exception is, however, limited in scope to allow Arca Securities to provide an optional outbound routing service for ArcaEx and does not include the functionality contained in this proposal. 15 PCX has requested that the Commission approve an expansion of the exception to the PCXH ownership and voting restrictions to allow Arca Securities to enter two-sided quotes on ArcaEx for the purpose of complying with section 6(a)(i)(B) of the ITS Plan. 14 The term “Related Person,” as defined in the PCXH Certificate of Incorporation, means
(i)with respect to any person, all “affiliates” of such person (as such terms are defined in Rule 12b-2 under the Act);
(ii)with respect to any person constituting a trading permit holder of PCX or an equities trading permit holder of PCXE, any broker dealer with which such holder is assoicated; and
(iii)any two or more persons that have any agreement, arrangement or understanding (whether or not in writing ) to act together for the purpose of acquiring, voting, holding or disposing of shares of the capital stock of PCXH. PCXH Certificate of Incorporation, Article Nine, Section 1(b). 15 *See* Arca-PCX Order at 56958-56959. *See also supra* notes 7 and 8 and accompanying text. The Commission believes that extending the exception from the PCXH voting and ownership restrictions to this new function of Arca Securities is consistent with section 6(b)(5) of the Act. Accordingly, Arca Securities may provide continuous two-sided quotes on ArcaEx for the purpose of complying with the ITS Plan. This exception is subject to the same conditions described in the Arca-PCX Approval Order. 16 Specifically, Arca Securities is, and will continue to be, operated and regulated as a facility of PCX and another self-regulatory organization
(NASD)has, and will continue to have, primary regulatory responsibility for Arca Securities pursuant to Rules 17d-1 and 17d-2 under the Act. 16 *See* Arca-PCXA Order at 56958-56959. Pursuant to section 19(b)(2) of the Act, 17 the Commission may not approve a proposed rule change prior to the thirtieth day after the date of publication of the notice thereof, unless the Commission finds good cause for so finding. The Commission hereby finds good cause for approving this proposed rule change prior to the thirtieth day after the publication of notice thereof in the **Federal Register** . The Commission notes that the Exchange has represented that Archipelago entered into a definitive agreement to sell its wholly-owned subsidiary, Wave, the entity which currently performs the functionality which is the subject of this proposal on behalf of the Exchange. 18 Further, the Commission notes that Archipelago may, among other things, continue to own Wave until the earlier of
(i)the closing date of the merger of Archipelago and the New York Stock Exchange, Inc., or
(ii)March 31, 2006. 19 Because of the timing of these transactions, the Commission believes there is good cause for granting accelerated approval, in order to ensure that the Exchange is able to comply with the ITS Plan, without interruption, after Wave is sold. 17 15 U.S.C. 78s(b)(2). 18 *See* Securities Exchange Act Release No. 53202 (January 31, 2006), 71 FR 6530 (February 8, 2006) (SR-PCX-2006-04),at 6535. 19 *See id.,* at 6365. V. Conclusion *It is therefore ordered,* pursuant to section 19(b)(2) of the Act, that the proposed rule change (SR-PCX-2006-11), is hereby approved on an accelerated basis. 20 20 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 21 21 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E6-3094 Filed 3-3-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-53384; File No. SR-PCX-2005-135] Self-Regulatory Organizations; Pacific Exchange, Inc.; Order Approving Proposed Rule Change Relating to Exposure of Orders in the PCX Plus Crossing Mechanism February 27, 2006. On December 22, 2005, the Pacific Exchange, Inc. (“PCX” or “Exchange”), filed with the Securities and Exchange Commission (“Commission”) a proposed rule change pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 to reduce the exposure period in the Crossing Mechanism of the PCX Plus System (“PCX Plus” or “System”) from 10 seconds to 3 seconds. The proposed rule change was published for comment in the **Federal Register** on January 23, 2006. 3 The Commission received no comments on the proposal. This order approves the proposed rule change. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 *See* Securities Exchange Act Release No. 53133 (January 17, 2006), 71 FR 3598. PCX rules provide that a PCX Broker may not facilitate orders or cross two orders, using the System's Crossing Mechanism, unless it enters into the System the terms of each order that is to be included as part of a Cross Order, 4 pursuant to PCX Rule 6.76(c)(2)(A). Both facilitation crosses and non-facilitation crosses are executed in the same manner in PCX Plus. Upon entry into PCX Plus, the System will evaluate the terms of the Cross Order and, after accepting the Cross Order, will execute the cross in accordance with PCX Rule 6.76(c)(2)(B). Among other conditions, Rule 6.76(c)(2)(B) currently requires a 10-second exposure period in which OTP Holders and OTP Firms may enter orders to trade against the side of the Cross Order that has been designated as the Exposed Order. 5 The Exchange proposes to shorten the duration of this exposure period, as set forth in PCX Rule 6.76(c)(2)(B)(i)(a) and PCX Rule 6.76(c)(2)(B)(ii)(b), 6 from 10 seconds to 3 seconds. The Exchange represents that all market participants on the PCX utilize electronic trading systems that monitor all updates to the PCX market, including changes resulting from orders being entered into the Crossing Mechanism, and can automatically respond based upon pre-set parameters. 4 *See* PCX Rule 6.76(c)(1)(A), which defines “Cross Order” for the purposes of PCX Rule 6.76(c) as “two orders with instructions to match the identified buy-side with the identified sell-side at a specified price (the “Cross Price”).” 5 *See* PCX Rule 6.76(c)(1)(D), which defines “Exposed Order” as follows: “the buy or sell side of a Cross Order that has been designated by a PCX Broker as the side to be exposed to the market and that is eligible for execution against all trading interest. Public Customer orders will always be deemed to be the Exposed Order in a Cross Order. In the case of a Cross Order involving a non-customer on both the buy side and sell side, the PCX Broker must designate one side of the Cross Order as the Exposed Order.” 6 PCX Rules 6.76(c)(2)(B)(i) and 6.76(c)(2)(B)(ii) govern the execution of Cross Orders when the Cross Price is between the Best Bid and Offer (“BBO”) and when it is at the BBO, respectively. After careful consideration, the Commission finds that the proposed rule change is consistent with the requirements of Section 6(b) of the Act 7 and the rules and regulations thereunder applicable to a national securities exchange, 8 and in particular with Section 6(b)(5) of the Act. 9 The Commission believes that, in the electronic environment of PCX Plus, reducing the exposure period to 3 seconds could facilitate the prompt execution of orders, while providing participants in PCX Plus with an adequate opportunity to compete for those orders. 7 15 U.S.C. 78f(b). 8 In approving this proposal, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). 9 15 U.S.C. 78f(b)(5). *It is therefore ordered,* pursuant to Section 19(b)(2) of the Act, 10 that the proposed rule change (SR-PCX-2005-135) is approved. 10 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 11 11 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E6-3113 Filed 3-3-06; 8:45 am] BILLING CODE 8010-01-P SMALL BUSINESS ADMINISTRATION [Disaster Declaration #10368 and #10369] California Disaster Number CA-00029 AGENCY: U.S. Small Business Administration. ACTION: Amendment 1. SUMMARY: This is an amendment of the Presidential declaration of a major disaster for the State of California (FEMA-1628-DR) , dated 02/03/2006. *Incident:* Severe storms, flooding, mudslides, and landslides. *Incident Period:* 12/17/2005 through 01/03/2006. *Effective Date:* 02/23/2006. *Physical Loan Application Deadline Date:* 04/04/2006. *EIDL Loan Application Deadline Date:* 11/03/2006. ADDRESSES: Submit completed loan applications to: U.S. Small Business Administration, National Processing and Disbursement Center, 14925 Kingsport Road, Fort Worth, TX 76155. FOR FURTHER INFORMATION CONTACT: A. Escobar, Office of Disaster Assistance, U.S. Small Business Administration, 409 3rd Street, SW., Suite 6050, Washington, DC 20416 SUPPLEMENTARY INFORMATION: The notice of the Presidential disaster declaration for the State of California, dated 02/03/2006, is hereby amended to include the following areas as adversely affected by the disaster: Primary Counties: El Dorado, Nevada, and Shasta. Contiguous Counties: California: Apline, Lassen, Plumas, Sierra, and Yuga. Nevada: Douglas and Washore. All other information in the original declaration remains unchanged. (Catalog of Federal Domestic Assistance Numbers 59002 and 59008) Cheri L. Cannon, Acting Associate Administrator for Disaster Assistance. [FR Doc. E6-3107 Filed 3-3-06; 8:45 am] BILLING CODE 8025-01-P SMALL BUSINESS ADMINISTRATION Audit and Financial Management Advisory (AFMAC) Committee Meeting The U.S. Small Business Administration Audit and Financial Management Advisory Committee (AFMAC) will host a public meeting on Thursday, March 16, 2006. The meeting will take place at the U.S. Small Business Administration, 409 3rd Street, SW., Office of the Chief Financial Officer Conference Room, 6th Floor, Washington, DC 20416. The AFMAC was established by the Administrator of the SBA to provide recommendation and advice regarding the Agency's financial management, including the financial reporting process, systems of internal controls, audit process and process for monitoring compliance with relevant laws and regulations. Anyone wishing to attend must contact Jennifer Main in writing or by fax. Jennifer Main, Chief Financial Officer, 409 3rd Street, SW., Washington, DC 20416, phone
(202)205-6449; fax
(202)205-6969; *Jennifer.Main@sba.gov.* Matthew K. Becker, Committee Management Officer. [FR Doc. E6-3108 Filed 3-3-06; 8:45 am] BILLING CODE 8025-01-P SMALL BUSINESS ADMINISTRATION Region 1—Maine District Advisory Council; Public Meeting The U.S. Small Business Administration Maine District Advisory Council, located in the geographical area of Augusta, Maine will hold a public meeting on Wednesday, March 22, 2006, starting at 10 a.m. The meeting will be held at the Care & Comfort, 180 Main Street, Waterville, Maine to discuss such matters as may be presented by members, staff of the U.S. Small Business Administration, or others present. For further information, write or call Mary McAleney, District Director, U.S. Small Business Administration, 68 Sewall Street, Room 512, Augusta, Maine 04330, (207)-622-8386 phone, (207)-622-8277 fax. Matthew K. Becker, Committee Management Officer. [FR Doc. E6-3106 Filed 3-3-06; 8:45 am] BILLING CODE 8025-01-P DEPARTMENT OF STATE [Public Notice 5335] Bureau of Political-Military Affairs: Suspension of Defense Export Licenses to Eritrea AGENCY: Department of State. ACTION: Notice. SUMMARY: Notice is hereby given that, pursuant to section 38 of the Arms Export Control Act and effective as of September 12, 2005 all new applications for licenses and approvals of defense articles and services for the export or transfer to Eritrea under the Arms Export Control Act
(AECA)are suspended. An exception is made for such items that support U.S. anti-terrorism and de-mining programs, are necessary to meet U.S. commitments under international conventions, and are necessary for United Nations and other appropriate peacekeeping personnel and operation. Licenses and approvals authorized prior to September 12, 2005 continue to be valid. DATES: *Effective Date:* September 12, 2005. FOR FURTHER INFORMATION CONTACT: Mr. James Juraska, Office of Defense Trade Controls Policy, Department of State, Telephone
(202)663-22860 or FAX
(202)261-8199. SUPPLEMENTARY INFORMATION: It is the policy of the U.S. Government, effective as of September 12, 2005 to suspend all licenses and approvals for the export or transfer to Eritrea of defense articles and services. An exception is made allowing for the export or transfer to Eritrea of defense articles and defense services which support U.S. anti-terrorism, counter-terrorism, and de-mining programs, are necessary for United Nations and other appropriate peacekeeping operations, are necessary to meet U.S. commitments under international conventions, or that are temporary exports of protective clothing, to include flak jackets and military helmets, for individual use by United Nations personnel, media representatives, and humanitarian and development workers. These actions are taken in accordance with Section 405(a)(13)(B) of the International Religious Freedom
(IRF)Act. Eritrea, designated a Country of Particular Concern by Secretary Powell in September 2004 for severe violations of religious freedom, continues to act egregiously to deny the rights of worshippers. Current practices include closing all churches but those officially sanctioned by the Government of the State of Eritrea (GSE), imprisonment of hundreds of worshippers without trial, detention of prisoners in metal shipping containers in the desert (punishment cells), and an ongoing denial from the GSE of any significant religious freedom problem. Despite the attempts of several U.S. officials, talks with senior GSE representatives have proved futile. Per Section 409 of the IRF Act, this ban will last for two years, unless expressly reauthorized, or unless the Secretary determines at an earlier date that the GSE “has ceased or taken substantial and verifiable steps to cease the particularly severe violations of religious freedom.” The licenses and approvals for Eritrea subject to this policy include manufacturing licenses, technical assistance agreements, technical data, and all commercial exports of defense articles and services subject to the Arms Export Control Act, with the exclusion of those types of defense articles and services cited above. The foregoing includes any agreement that proposes Eritrea as a sales territory. Notwithstanding this new policy, authorizations granted prior to September 12, 2005 for the export or transfer to Eritrea of defense articles and services subject to the ITAR remain valid. The range of prior licenses and approvals for Eritrea that remain valid include manufacturing licenses, technical assistance agreements, technical data, and all commercial exports of defense articles and services subject to the Arms Export Control Act. This action is taken pursuant to Sections 38 and 42 of the Arms Export Control Act (22 U.S.C. 2778, 2791) and § 126.7 of the ITAR in furtherance of the foreign policy of the United States. John Hillen, Assistant Secretary, Bureau of Political Military Affairs, Department of State. [FR Doc. E6-3133 Filed 3-3-06; 8:45 am] BILLING CODE 4710-25-P DEPARTMENT OF STATE [Public Notice 5337] Determination With Respect to Countries and Entities Failing To Take Measures To Apprehend and Transfer All Indicted War Criminals Pursuant to the authority vested in me by Section 561 of the Foreign Operations, Export Financing, and Related Programs Appropriations Act, 2006 (Pub. L. 109-102), I hereby determine that Serbia and the Republika Srpska have failed to take necessary and significant steps to implement their international legal obligations to apprehend and transfer to the International Criminal Tribunal for the Former Yugoslavia all persons in their territory who have been indicted by the Tribunal. This determination will be published in the **Federal Register** . Dated: February 9, 2006. Condoleezza Rice, Secretary of State, Department of State. [FR Doc. E6-3131 Filed 3-3-06; 8:45 am] BILLING CODE 4710-23-P DEPARTMENT OF STATE [Public Notice 5336] Determination on U.S. Bilateral Assistance and International Financial Institution Voting for Projects in Serbia and the Entity of the Republika Srpska in Bosnia and Herzegovina Pursuant to the authority vested in me by Section 561 of the Foreign Operations, Export Financing, and Related Programs Appropriations Act, 2006 (Pub. L. 109-102) (FOAA), I hereby waive the application of Section 561 of the FOAA with regard to certain U.S. bilateral assistance programs in Serbia and the Republika Srpska and determine that such assistance directly supports the implementation of the Dayton Accords. I also hereby waive the application of section 561 of the FOAA with regard to U.S. support for International Financial Institution projects in Serbia and the Republika Srpska that directly support the implementation of the Dayton Accords as decided by the Assistant Secretary for European and Eurasian Affairs and in accordance with 561(c) and (d). Programs directed towards the municipalities of Bijeljina, Han Pijesak, Pale, and Sokolac in the Republika Srpska are excluded from this waiver because competent authorities there have helped to provide protection and support to war crimes indictees. Were the U.S. Government to determine at a future date that assistance projects that could benefit these municipalities merited consideration, these activities would be subject to a separate waiver determination. This Determination shall be reported to the Congress and published in the **Federal Register** . Dated: February 9, 2006. Condoleezza Rice, Secretary of State, Department of State. [FR Doc. E6-3132 Filed 3-3-06; 8:45 am] BILLING CODE 4710-23-P DEPARTMENT OF STATE [Delegation of Authority 289] Delegation by the Secretary of State to the Assistant Secretary for European and Eurasian Affairs of Authority To Make Certain Determinations Regarding Assistance Related to the Dayton Accords By virtue of the authority vested in me as Secretary of State, including the authority of section 1 of the State Department Basic Authorities Act of 1956, as amended (22 U.S.C. 2651(a)), I hereby delegate to the Assistant Secretary for European and Eurasian Affairs all authorities and functions vested in the Secretary of State under section 561(e) of the Foreign Operations, Export Financing, and Related Programs Appropriations Act of 2006 (Pub. L. 109-102) to make determinations that international financial institution projects involving the extension of any financial or technical assistance to Serbia or the Republik Srpska directly support the implementation of the Dayton Accords. Notwithstanding this delegation of authority, the Secretary of State and Deputy Secretary of State may exercise any authority or function delegated by this delegation. This delegation of authority shall be published in the **Federal Register** . Dated: February 9, 2006. Condoleezza Rice, Secretary of State, Department of State. [FR Doc. E6-3135 Filed 3-3-06; 8:45 am] BILLING CODE 4710-23-P DEPARTMENT OF THE TREASURY Submission for OMB Review; Comment Request February 28, 2006. The Department of Treasury has submitted the following public information collection requirement(s) to OMB for review and clearance under the Paperwork Reduction Act of 1995, Public Law 104-13. Copies of the submission(s) may be obtained by calling the Treasury Bureau Clearance Officer listed. Comments regarding this information collection should be addressed to the OMB reviewer listed and to the Treasury Department Clearance Officer, Department of the Treasury, Room 11000, 1750 Pennsylvania Avenue, NW. Washington, DC 20220. DATES: Written comments should be received on or before April 5, 2006 to be assured of consideration. Internal Revenue Service
(IRS)*OMB Number:* 1545-0132. *Type of Review:* Extension. *Title:* Amended U.S. Corporation Income Tax Return. *Form:* IRS Form 1120X. *Description:* Domestic corporations use Form 1120X to correct a previously filed Form 1120 or 1120-A. The data is used to determine if the correct tax liability has been reported. *Respondents:* Business or other for-profit; Farms. *Estimated Total Burden Hours:* 300,582 hours. *OMB Number:* 1545-0260. *Type of Review:* Extension. *Title:* Certificate of Payment of Foreign Death Tax. *Form:* IRS Form 706-CE. *Description:* Form 706-CE is used by the executors of estates to certify that foreign death taxes have been paid so that the estate may claim the foreign death tax credit allowed by IRS section 2014. The information is used by IRS to verify that the proper tax credit has been claimed. *Respondents:* Individuals or households. *Estimated Total Burden Hours:* 3,870 hours. *OMB Number:* 1545-1499. *Type of Review:* Revision. *Title:* Revenue Procedure 2006-10 Acceptance Agents. *Description:* Revenue Procedure 2006-10 describes application procedures for becoming an acceptance agent and the requisite agreement that an agent must execute with IRS. *Respondents:* Individuals or households; Business or other for-profit; Not-for-profit institutions; Federal Government; State, Local or Tribal Government. *Estimated Total Burden Hours:* 24,960 hours. *OMB Number:* 1545-1536. *Type of Review:* Extension. *Title:* Guidance Regarding Charitable Remainder Trusts and Special Valuation Rules for Transfers of Interests in Trusts REG-209823-96 (Final). *Description:* The recordkeeping requirement in the regulation provides taxpayers with an alternative method for complying with Congressional intent regarding charitable remainder trusts. The recordkeeping alternative may be less burdensome for taxpayers. *Respondents:* Business or other for-profit. *Estimated Total Burden Hours:* 75 hours. *OMB Number:* 1545-1806. *Type of Review:* Extension. *Title:* Asset Allocation Statement Under 338. *Form:* IRS Form 8883. *Description:* Form 8883 is used to report information regarding transactions involving the deemed sale of corporate assets under section 338. *Respondents:* Business or other for-profit. *Estimated Total Burden Hours:* 4,929 hours. *OMB Number:* 1545-1831. *Type of Review:* Extension. *Title:* REG-106486-98 (Final) Guidance Regarding the Treatment of Certain Contingent Payment Debt Instructions with one or more Payments that are Denominated in, or Determined by Reference to, a Nonfunctional Currency. *Description:* The IRS needs the information from the holder of certain debt instruments in order to alert the agency that the computation of interest income/expense by the holder and issuer will not be consistent. The respondents will be holders of contingent payment debt instruments which require payments to be made in or by reference to foreign currency. The respondents will probably be investment banks, however, may also include others who hold these debt instruments for investments. *Respondents:* Business or other for-profit. *Estimated Total Burden Hours:* 100 hours. *Clearance Officer:* Glenn P. Kirkland,
(202)622-3428, Internal Revenue Service, Room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224. *OMB Reviewer:* Alexander T. Hunt,
(202)395-7316, Office of Management and Budget, Room 10235, New Executive Office Building, Washington, DC 20503. Michael A. Robinson, Treasury PRA Clearance Officer. [FR Doc. E6-3117 Filed 3-3-06; 8:45 am] BILLING CODE 4830-01-P 71 43 Monday, March 6, 2006 Presidential Documents Title 3— The President Presidential Determination No. 2006-9 of February 7, 2006 Determination to Waive Military Coup-Related Provision of the Foreign Operations, Export Financing, and Related Programs Appropriations Act, 2006, with respect to Pakistan Memorandum for the Secretary of State Pursuant to the authority vested in me by the Constitution and laws of the United States, including section 534(j) of the Foreign Operations, Export Financing, and Related Programs Appropriations Act, 2006 (the “Act”) (Public Law 109-102), and Public Law 107-57, as amended, I hereby determine and certify, with respect to Pakistan, that a waiver of section 508 of the Act:
(a)would facilitate the transition to democratic rule in Pakistan; and
(b)is important to United States efforts to respond to, deter, or prevent acts of international terrorism. Accordingly, I hereby waive, with respect to Pakistan, the prohibition contained in section 508 of such Act. You are authorized and directed to transmit this determination to the Congress and to arrange for its publication in the **Federal Register** . B THE WHITE HOUSE, Washington, February 7, 2006. [FR Doc. 06-2128 Filed 3-3-06; 8:45 am]
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U.S. Code
- Registration, responsibilities, and oversight of self-regulatory organizations§ 78s
- Definitions and application§ 78c
- National securities exchanges§ 78f
- Public information; agency rules, opinions, orders, records, and proceedings§ 552
- National market system for securities; securities information processors§ 78k–1
- Control of arms exports and imports§ 2778
- Establishment of Department§ 2651
CFR
- Registration of securities information processors: form of application and amendments.§ 242.609
- Form SIP, for application for registration as a securities information processor or to amend such an application or registration.§ 249.1001
- Delegation of authority to Director of Division of Trading and Markets.§ 200.30-3
5 references not yet in our index
- 17 CFR 240.19
- 17 CFR 240.12
- Pub. L. 109-102
- Pub. L. 104-13
- Pub. L. 107-57
Citation graph
cites case law
Notices
Amendment 1
Cite17 CFR 240.19
Cite17 CFR 240.12
Pub. L.Pub. L. 109-102
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