

[Federal Register: November 28, 2005 (Volume 70, Number 227)]
[Notices]               
[Page 71354-71358]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr28no05-104]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-52780; File No. SR-NYSE-2004-64]

 
Self-Regulatory Organizations; New York Stock Exchange, Inc.; 
Order Approving Proposed Rule Change and Amendments Nos. 1 and 2 
Thereto and Notice of Filing and Order Granting Accelerated Approval to 
Amendment No. 3 to the Proposed Rule Change Relating to Exchange Rule 
342 (``Offices--Approval, Supervision and Control'')

November 16, 2005.

I. Introduction

    On November 2, 2004, the New York Stock Exchange, Inc. (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change amending NYSE Rule 342.30 (``Annual Reports'') 
primarily to require each member organization (``Member Organization'') 
and each member not associated with a member organization (``Member'') 
to file with the Exchange annual reports and to file a yearly statement 
confirming the adequacy of their compliance processes and procedures. 
On July 11, 2005, the NYSE filed Amendment No. 1 to the proposed rule 
change (``Amendment No. 1'').\3\ On August 12, 2005, the NYSE filed 
Amendment No. 2 to the proposed rule change (``Amendment No. 2'').\4\ 
The proposed rule change was published for comment in the Federal 
Register on August 22, 2005.\5\ The Commission received two comments on 
the proposal, as amended.\6\ On October 31, 2005, the Exchange filed a 
response to the comment letters,\7\ and on the same day the Exchange 
filed Amendment No. 3 to the proposed rule change (``Amendment No. 
3'').\8\ This order approves the proposed rule change, as amended by 
Amendments Nos. 1 and 2, grants accelerated approval to Amendment No. 3 
to the proposed rule change, and solicits comments from interested 
persons on Amendment No. 3.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ In Amendment No. 1, which supplemented the original filing, 
the Exchange added its proposed Interpretive Handbook 
Interpretations 342.30(d)/01 and 342.30(e)/01 for purposes of 
clarifying issues related to the designation of a Chief Compliance 
Officer and the Annual Certification, respectively. The text of 
interpretations 342.30(d)/01 and 342.30(e)/01 is available on the 
NYSE's Web site (http://www.NYSE.com), at the NYSE's principal 

office, and at the Commission's Public Reference Room.
    \4\ In Amendment No. 2, which supplemented the original filing, 
the Exchange modified proposed interpretation 342.30(e)/01 in order 
to clarify the obligations of Members and Member Organizations in 
the preparation of annual certifications.
    \5\ See Exchange Act Release No. 52259 (Aug. 15, 2005), 70 FR 
48997 (Aug. 22, 2005) (the ``Notice'').
    \6\ See letter from Scott C. Kursman, Senior Vice President & 
Chief Counsel for Global Compliance, Lehman Brothers, Inc. (``Lehman 
Letter''), dated September 14, 2005, and letter from John Polanin, 
Jr., Chairman, SIA Self-Regulation and Supervisory Practices 
Committee, dated Sept. 14, 2005 (``SIA Letter'').
    \7\ See letter from Mary Yeager, Assistant Secretary, NYSE, to 
Catherine McGuire, Chief Counsel, Division of Market Regulation, 
Commission, dated October 31, 2005.
    \8\ In Amendment No. 3, which supplemented the original filing, 
the Exchange amended the proposed rule text to respond to certain of 
the commenters' concerns.
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II. Description of the Proposed Rule Change

A. Description of the Proposal

1. Background
    NYSE Rule 342 requires supervision of the offices, departments and 
business activities of Members and Member Organizations. NYSE Rule 
342.30, which was adopted on May 27, 1988, requires Members and Member 
Organizations to prepare an Annual Report addressing specified 
compliance issues by April 1 of each year. Currently, Member 
Organizations are required to submit this report only to their Chief 
Executive Officer (``CEO'') or managing partner and Members are 
required only to prepare, but are not required to submit, the report.
2. Provisions of the Proposed Rule Change
    The proposed rule change makes the following changes relating to 
the Annual Reports:
     The Annual Reports must be filed with the Exchange by 
April 1 of each year.
     The anti-money laundering compliance programs required by 
Exchange Rule 445 \9\ have been added to the list of specific areas of 
compliance that must be discussed in the Annual Reports.
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    \9\ NYSE Rule 445 requires Members and Member Organizations to 
develop and implement written anti-money laundering programs 
consistent with the Bank Secrecy Act (31 U.S.C. 5311, et seq. and 31 
CFR 103.120 thereunder).
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     Member Organizations must designate a principal officer or 
general partner as Chief Compliance Officer (``CCO'').\10\
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    \10\ The Commission recently approved a similar requirement in 
NASD's Rule 3013. Securities Exchange Act Release No. 50347 
(September 10, 2004), 69 FR 56107 (September 17, 2004) (SR-NASD-
2003-176).
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     Each Member, and the CEO (or equivalent officer) of each 
Member Organization, must submit a certification attesting to the 
adequacy of their organization's compliance policies and 
procedures.\11\
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    \11\ The Commission recently approved a similar requirement in 
NASD's new Rule 3013. See id.
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3. Regulatory Purpose of Proposed Rule Change's Provisions
    (a) Submission of Annual Reports to the Exchange.
    Filing the Annual Reports with the Exchange will provide timely 
information about the compliance efforts of Members and Member 
Organizations, thereby strengthening and making more efficient the 
Exchange's regulatory oversight, and facilitating the required annual 
certifications (see below).
    Because submission of the Annual Reports to the Exchange was 
previously not required, the reports were typically provided to the 
Exchange at the time of, or in connection with, examinations of Member 
Organizations and Members.\12\ Consequently, the Exchange did not 
always receive important information in a timely, efficient manner. 
Providing the reports to Exchange staff at annual intervals will afford 
the Exchange a timely picture of the Members' and Member Organizations' 
compliance issues from the preceding year, a tool for planning 
surveillance and examinations, and more comprehensive information for 
evaluation of

[[Page 71355]]

compliance systems and programs and identification of potential 
regulatory problems.
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    \12\ Some Member Organizations already submit the Annual Reports 
to the Exchange and/or make them available to Exchange examiners.
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    (b) Addition of Anti-Money Laundering Discussion to Annual Report.
    The USA Patriot Act \13\ substantially expanded federal anti-money 
laundering regulations, and led to the enhancement of Exchange anti-
money laundering requirements through the adoption of NYSE Rule 445 in 
April 2002. The Exchange considers anti-money laundering compliance 
programs to be important enough to warrant consideration and discussion 
in the Annual Reports, and so the proposed rule change adds these 
programs to the list of specific areas of compliance that must be 
discussed in the Annual Reports.
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    \13\ Public Law 107-56, 115 Stat. 272 (2001).
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    The addition of anti-money laundering compliance programs to the 
aforementioned list continues the Exchange's practice of incrementally 
supplementing the list to reflect changes in the evolving regulatory 
environment. A similar augmentation recently occurred through NYSE Rule 
342.23, which added Members' and Member Organizations' internal 
controls to the Annual Report's list of required compliance 
discussions.\14\
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    \14\ See Securities Exchange Act Release No. 49882 (June 17, 
2004), 69 FR 35108 (June 23, 2004) (SR-NYSE-2002-36).
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    (c) Designation of CCO.
    The Exchange strongly believes that Member Organizations' 
compliance with federal laws and Exchange regulations should be of the 
utmost priority. In furtherance of that belief, the Exchange previously 
addressed the critically important role of the compliance function by 
requiring the Series 14 (NYSE Compliance Official) examination and 
registration, which are intended to ensure the qualifications of key 
compliance professionals.\15\
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    \15\ The Series 14 Examination is a qualification examination 
intended to ensure that the individuals designated as having day-to-
day compliance responsibilities for their respective firms, or who 
supervise ten or more people engaged in compliance activities, have 
the knowledge necessary to carry out their job responsibilities. 
NYSE Rule 342.13(b) requires Members' and Member Organizations' 
compliance supervisors to pass the Series 14 Examination. See 
Securities Exchange Act Release No. 25763 (May 27, 1988), 53 FR 
20925 (June 7, 1988).
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    In further recognition of the increasing importance of the 
compliance function, the proposed rule change requires each Member 
Organization to formally designate a principal executive officer or 
general partner of the Member Organization as its CCO. This requirement 
is consistent with NYSE Rule 311(b)(5), which mandates that ``principal 
executive officers'' exercise responsibility over each of the 
prescribed business areas of a Member Organization (e.g., compliance). 
Currently, each principal executive officer and general partner is 
generally required to pass an examination acceptable to the Exchange 
that pertains to knowledge of his or her functional responsibility.\16\ 
Based on the type of business that individual conducts, and the 
structure of his or her organization, acceptable examinations include 
the Series 9/10 (General Securities Sales Supervisor), Series 14, 
Series 24 (General Securities Principal), Series 27 (Financial and 
Operations Principal), or Series 28 (Introducing Broker/Dealer 
Financial and Operations Principal).\17\
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    \16\ See NYSE Interpretation Handbook, Rule 304A(a), (c)/01.
    \17\ In proposed interpretations 342.30(d)/01 and 342.30(e)/01, 
the Exchange also proposes guidance regarding: The designation of 
CCOs; the interaction between CCOs and other executives during 
preparation of Annual Reports; the scope and subjects of the Annual 
Reports; and the reporting and certification process. See supra note 
3.
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    The CCO designation requirement does not apply to Members, because 
such members, whose activities are limited to interaction with other 
members on the Floor of the Exchange, generally lack the organizational 
infrastructure or scope of business activities that would necessitate 
designation of a CCO.\18\
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    \18\ This exemption is consistent with other provisions of NYSE 
Rule 342. For example, under certain circumstances, some compliance 
officials at Member Organizations are exempt from the Series 14 
requirement. See NYSE Interpretation Handbook, Rule 342(a)(b)/02.
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    (d) CEO Certification.
    The proposed rule change's CEO certification requirement reflects 
the Exchange's belief that Member Organizations' senior executives, 
particularly CEOs, should focus the highest degree of attention and 
resources on the compliance function. While subordinates with 
supervisory responsibility for specific business lines remain 
accountable for the discharge of compliance policies and written 
supervisory procedures, the Exchange considers CEOs ultimately to be 
accountable for the compliance and supervision of their Member 
Organizations.\19\ In keeping with those principles, the CEO 
certification requirement is intended to promote and expand dialogue 
between Member Organization CEOs and their officers who are responsible 
for compliance with federal laws and Exchange regulations.\20\
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    \19\ Attestations similar to the yearly CEO certification 
requirement proposed herein are also required by Exchange Rule 
351(f), which calls for annual confirmation of compliance with 
Exchange Rule 472 (``Communications with the Public''). See 
Securities Exchange Act Release No. 45908 (May 10, 2002), 67 FR 
34968 (May 16, 2002) (SR-NYSE-2002-09).
    \20\ The proposed rule change's CEO certification requirement 
corresponds in substance to NASD Rule 3013, which the Commission 
favorably described as seeking ``to provide a mechanism to compel 
substantial and purposeful interaction between senior management and 
compliance personnel to enhance the quality of members' supervisory 
and compliance systems.'' Securities Exchange Act Release No. 50347 
(September 10, 2004), 69 FR 56107 (September 17, 2004) (SR-NASD-
2003-176).
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    The required annual certification consists of four elements:
    (i) Each Member or each Member Organization's CEO (or equivalent 
officer) must certify that processes are in place to: Establish and 
maintain policies and procedures designed to achieve compliance with 
Exchange rules and applicable federal securities laws and regulations; 
modify such policies and procedures as business, regulatory and 
legislative changes dictate; and test the effectiveness of such 
policies and procedures on a periodic basis. This requirement goes to 
the essential nature of compliance, and assures an appropriately 
heightened attention to its details.
    (ii) Each Member Organization's CEO (or equivalent officer) must 
certify that he or she has conducted one or more meetings with the CCO 
during the preceding 12 months, during which they discussed and 
reviewed the matters described in the certification. Such meetings, 
which must entail discussion and review of the Member Organization's 
compliance efforts as of that date, should aid in the identification 
and resolution of significant ongoing and future compliance problems.
    (iii) Each Member Organization's CEO (or equivalent officer) must 
certify that his or her Member Organization's compliance processes are 
evidenced in a written report that was reviewed by the Member 
Organization's CEO, CCO, and such other officers as the Member 
Organization deems necessary, and submitted to the Member 
Organization's board of directors and audit committee, if any. The 
report must be produced prior to the execution of the proposed 
certification, must describe the manner in which the compliance 
processes are administered, and must identity the officers and 
supervisors who are responsible for its administration.\21\
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    \21\ See proposed interpretation 342.30(e)/01.
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    (iv) Each Member Organization's CEO (or equivalent officer) must 
certify that he or she has consulted with the CCO, such other officers 
of the Member Organization as the Member

[[Page 71356]]

Organization deems necessary, and, to the extent the Member 
Organization's CEO (or equivalent officer), CCO and such other officers 
deem appropriate in order to attest to the statements in the 
certification, outside consultants, lawyers and accountants. This 
requirement recognizes that the CCO's expertise in the matters 
underlying the certification make his or her role in the process 
critical, and make the CCO an indispensable party to the CEO's 
certification.
    The sentence ``[I]f any of these areas do not apply to the member 
or member organization, the report should so state,'' which currently 
concludes Rule 342.30, has been repositioned in the amended rule text 
to avoid the ambiguity that otherwise would have resulted from the 
addition of Rules 342.30(d) and 342.30(e). In response to commenters' 
concerns, the Exchange submitted Amendment No. 3, which clarified the 
parameters of the CEO's certification requirements.

B. Comment Summary and NYSE's Response

1. Comments Received
    The proposal was published for comment in the Federal Register on 
August 22, 2005.\22\
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    \22\ See note 5, supra.
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    We received two comments on the proposal.\23\ Both commenters 
generally supported the NYSE's proposed rule change and commended the 
NYSE for its promotion of compliance efforts. However, both commenters 
were concerned with certain aspects of the NYSE's proposal. Commenters 
also generally expressed concern with the differences between the 
NYSE's compliance certification and reporting requirements and the 
NASD's requirements in NASD Rule 3013.\24\ Both commenters were 
concerned with the language in the proposed rule change suggesting that 
the CEO would be required to certify to the ``adequacy'' of the firm's 
compliance policies and procedures. The commenters were concerned that 
the word ``adequacy'' created obligations inconsistent with the goals 
behind the certification and conflicted with the NASD's requirements, 
and both observed that the NASD had opted to remove similar 
``adequacy'' language from Rule 3013. Both commenters were concerned 
about the subjectivity of certification as to the ``adequacy'' of the 
compliance processes and procedures, and both commenters requested that 
the NYSE remove the adequacy standard from the proposed language.\25\
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    \23\ See note 6, supra.
    \24\ See Lehman Letter, SIA Letter.
    \25\ See Lehman Letter, SIA Letter.
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    Both commenters were also concerned that the proposal created 
ambiguity about the role of compliance officers. Both commenters stated 
that the NYSE's statements in the proposed rule change might make it 
appear that the NYSE intended to treat compliance officers as 
``business line'' supervisors. One commenter said that this was 
contrary to the common understanding of the role of compliance 
officers, \26\ while the other commenter requested that the Exchange 
clarify that the CCO does not have business-line responsibility.\27\
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    \26\ See Lehman Letter.
    \27\ See SIA Letter.
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    One of the commenters also requested that the Exchange determine 
why it would require that the certification be filed with the Exchange 
when this would diverge from the NASD's requirements.\28\ The commenter 
asked that regulators gain additional experience with the NASD's CCO 
filing before improving on the requirement, and requested consistency 
between the Exchange's and the NASD's requirements in the filing of the 
reports.
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    \28\ See Lehman Letter.
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2. NYSE's Response to Comments
    The NYSE responded to the commenters' concerns by filing an 
amendment to the proposed rule text to remove the language ``the 
adequacy of.'' The Exchange noted in its response, however, that in 
order to emphasize the necessity of the CEO's belief that the processes 
attested to in the certification could reasonably achieve the goals of 
the rule, and that the CEO has an informed basis for the certification, 
the Exchange added the words ``and review'' to proposed Rule 
342(e)(i)(A).
    In response to commenters'' concerns that the proposed rule change 
might create business line responsibility for compliance officers, the 
Exchange responded that it sought to recognize the importance of the 
compliance function. The Exchange stated that the rule as written and 
intended would not vest the CCO with business-line responsibility. The 
Exchange noted that the language in the proposed rule change regarding 
``business areas'' differs from that in Rule 311(b)(5), which sets 
forth the areas of responsibility of a CEO, and uses the phrase ``areas 
of the business.'' The Exchange stated that it had no intention of 
addressing the relationship of a CCO to such covered ``areas of the 
business.'' The Exchange also stated that the proposed rule change does 
not affect the determination of whether a compliance manager is a 
business-line manager, which the Exchange instead described as a fact-
specific determination. The Exchange stated that the proposed rule 
change and filing should not be read as an alteration to the existing 
standards of determining whether a compliance manager is a business-
line supervisor.
    With respect to the filing requirement, the Exchange observed not 
only that the proposed rule change required members and member 
organizations to file the report previously required to be prepared 
during the preceding year, but also that the Exchange understood that 
NASD would be instituting a similar requirement, thereby creating 
consistency in requirements between the NYSE and the NASD.

III. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning Amendment No. 3, including whether Amendment No. 3 
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 e-mail to rule-comments@sec.gov. Please include File 

Number SR-NYSE-2004-64 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-NYSE-2004-64. 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

[[Page 71357]]

Room. Copies of such filing also will be available for inspection and 
copying at the principal office of the NYSE. 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-NYSE-2004-64 and should be submitted on 
or before December 19, 2005.

IV. Discussion and Findings

    After careful review, the Commission finds that the proposed rule 
change is consistent with section 6(b) \29\ of the Act in general and 
section 6(b)(5) of the Act \30\ in particular, which require that the 
rules of the Exchange be designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade and, in general, to protect investors and the 
public interest.\31\ The proposed rule change facilitates the 
Exchange's review of Members' and Member Organizations' regulatory 
programs, strengthens Members' and Member Organizations' oversight of 
their compliance processes and procedures, and promotes increased 
involvement of Members and Member Organization CEOs in compliance 
matters. The Commission believes that the proposed rule change 
accomplishes these goals by emphasizing the importance of compliance 
procedures and processes and ensuring that CEOs will give these 
processes and procedures high priority. The proposal's requirements for 
designation of CCOs, annual CEO certifications, mandatory meetings of 
the CCOs and CEOS, annual compliance reports, and provision of the 
compliance reports to the Exchange should increase members' senior 
management's focus on the effectiveness of member compliance efforts 
with applicable NYSE rules and Federal securities laws. The proposed 
rule change will involve CEOs in the compliance processes by requiring 
the CEOs to be engaged with the creation of a report and a 
certification documenting compliance procedures and processes, further 
enhancing focus on Members' and Member Organizations' compliance and 
supervision systems, and thereby decreasing the likelihood of fraud and 
manipulative acts and increasing investor protection. The requirement 
for annual CEO certifications and preparation of a related report will 
help motivate firms to keep their compliance programs current with 
business and regulatory developments.
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    \29\ 15 U.S.C. 78f(b)
    \30\ 15 U.S.C. 78f(b)(5)
    \31\ 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).
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    The proposed requirement of a certification that the Member or 
Member Organization has in place processes to establish, maintain, 
review, modify and test policies and procedures reasonably designed to 
achieve compliance with applicable NYSE rules and federal securities 
laws and regulations will help to ensure that members have in place a 
compliance framework that will allow the member to adapt its compliance 
efforts to the ever-changing business and regulatory environment. 
Especially helpful in this regard is the requirement that the processes 
in a Member Organization, at a minimum, must include one or more 
meetings annually between the CEO and CCO to (1) discuss and review the 
matters that are the subject of the certification; (2) discuss and 
review the Member Organization's compliance efforts as of the date of 
such meetings; and (3) identify and address significant compliance 
problems and plans for emerging business areas.
    The Commission also believes that the proposed rule change will 
create procedures at the NYSE that are similar to those at the NASD, 
assisting Members and Member Organizations in their compliance efforts 
by creating a parallel framework for certifications to and reports on 
compliance processes and procedures at the NASD and NYSE.
    The Commission believes that the commenters' concerns are addressed 
by the NYSE's responsive amendment as well as the NYSE's letter 
responding to the comments. The NYSE amended the rule text in Amendment 
No. 3 to address commenters' concerns that the proposed rule change 
would require Members and Member Organizations to certify as to the 
adequacy of their procedures. In its response to comments, the Exchange 
clarified that determining whether compliance officers are ``business-
line'' is a fact-specific determination, and that the proposed rule 
change was not intended to affect that determination. Lastly, the 
NYSE's filing requirement requires only that the Member or Member 
Organization file with the Exchange a report that they are already 
required to prepare, which will provide the Exchange with useful 
information in its examinations of Members and Member Organizations. 
Further, submission of the certification to the Exchange assures timely 
completion of the Certification and will provide notice of any issues 
with the completion of the Certification. Further, the NASD has 
recently amended its Rules 3012 and 3013 to require that its members' 
reports be provided to its members' boards on a similar time frame to 
that of the NASD.\32\ The commenter's concern with inconsistent timing 
of requirements between the NYSE and NASD should therefore be addressed 
by the NASD's proposed rule change.
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    \32\ See Exchange Act Release No. 52727 (Nov. 3, 2005), 70 FR 
68122 (Nov. 9, 2005).
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Accelerated Approval of Amendment No. 3

    The Commission finds good cause for approving Amendment No. 3 to 
the proposed rule change prior to the thirtieth day after the amendment 
is published for comment in the Federal Register pursuant to section 
19(b)(2) of the Act.\33\ Amendment No. 3 responded to comment letters 
by amending proposed NYSE Rule 342 to eliminate the words ``the 
adequacy of'' and to further clarify the rule by requiring that the 
Member or Member Organization review its procedures and processes. The 
amendment therefore clarified that although a CEO has no obligation to 
attest to the adequacy of the compliance processes and procedures, the 
CEO must nonetheless have an informed basis for the certification. The 
Commission finds that, given the objections raised with respect to the 
language ``the adequacy of'' by commenters, and the Exchange's concern 
that despite deletion of the ``adequacy'' concept, the CEO nonetheless 
have an informed basis for the certification, it is appropriate and 
responsive for the Exchange to amend the proposed rule text to reflect 
these concerns. Furthermore, the Commission believes that deletion of 
the ``adequacy'' language from the rule text and addition of a review 
requirement will allow the requirements set forth in the rule to more 
closely conform to those already instituted by the NASD in its Rule 
3013, creating consistency between the two rules. Accordingly, the 
Commission believes that accelerated approval of Amendment No. 3 is 
appropriate.
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    \33\ 15 U.S.C. 78s(b)(2).
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V. Conclusion

    It is therefore ordered, pursuant to section 19(b)(2) of the Act 
\34\ that the proposed rule change (SR-NYSE-2004-64) be, and hereby is, 
approved.
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    \34\ 15 U.S.C. 78s(b)(2).


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    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\35\
Jonathan G. Katz,
Secretary.
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    \35\ 17 CFR 200.30-3(a)(12).
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 [FR Doc. E5-6557 Filed 11-25-05; 8:45 am]

BILLING CODE 8010-01-P
