[Federal Register Volume 66, Number 238 (Tuesday, December 11, 2001)]
[Notices]
[Pages 64069-64070]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-30502]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-45125; File No. SR-Phlx-2001-95]


Self-Regulatory Organizations; Notice of Filing for Immediate 
Effectiveness of Proposed Rule Change and Amendment No. 1 by the 
Philadelphia Stock Exchange. Inc. To Extend a Pilot Program for the 
Volume Weighted Average Price Trading (VWAP) System

December 4, 2001.
    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 November 6, 2001, the Philadelphia Stock Exchange, Inc. (``Phlx'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule changes as described in Items I, II, 
and III below, which Items have been prepared by the Exchange. On 
November 15, 2001, the Exchange amended the proposal.\3\ The Exchange 
filed this proposal under Section 19(b)(3)(A) of the Act,\4\ and Rule 
19b-4(f)(6) \5\ thereunder, which renders the proposal effective upon 
filing with the Commission. The Commission is publishing this notice to 
solicit comments on the proposed rule change, as amended, from 
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See November 14, 2001 letter from Murray L. Ross, Vice 
President and Secretary, Phlx, to Nancy Sanow, Assistant Director, 
Division of Market Regulation (``Division''), Commission 
(``Amendment No. 1''). In Amendment No. 1, the Phlx converted the 
proposed rule change to a non-controversial filing. See Rule 19b-
4(f)(6). 17 CFR 240.19b-4(f)(6).
    \4\ 15 U.S.C. 78s(b)(3)(A).
    \5\ 17 CFR 240.19b-4(f)(6). The Phlx requested that the 
Commission waive the 5-day pre-filing notice requirement, and the 
30-day operative delay. See Amendment No. 1.
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The Exchange proposes to extend through November 30, 2002 its pilot 
program for the Volume Weighted Average Price Trading (VWAP) System 
(``vwap'' system or ``System'') (``Pilot'').

[[Page 64070]]

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
Sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

I. Purpose
    The Exchange proposes to extend the Pilot through November 30, 
2002. The Pilot was established in SR-Phlx-96-14.\6\ The only 
substantive change the Phlx proposes at this time is to extend the 
pilot program through November 30, 2002.\7\ The text of the proposed 
rule change is available at the Phlx and at the Commission.
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    \6\ See Securities Exchange Act Release No. 41210 (March 24, 
1999), 64 FR 15857 (April 1, 1999). See also Securities Exchange Act 
Release Nos. 42701 (April 19, 2000), 65 FR 24529 (April 26, 2000) 
(SR-Phlx-00-26) and 43477 (October 23, 2000), 65 FR 64734 (October 
30, 2000) (SR-Phlx-00-84) (extending pilot through November 1, 2000 
and November 30, 2001, respectively).
    \7\ See December 3, 2001 telephone conversation between Murray 
L. Ross, Vice President and Secretary, Phlx, and Joseph Morra, 
Special Counsel, Division, Commission.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6 of the Act \8\ in general, and in particular, with 
Section 6(b)(5),\9\ in that it is designed 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.
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    \8\ 15 U.S.C. 78f.
    \9\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any inappropriate burden on competition.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing 
for Commission Action

    Because the foregoing proposed rule change does not:
    (i) Significantly affect the protection of investors or the public 
interest;
    (ii) Impose any significant burden on competition; and
    (iii) Become operative for 30 days from the date on which it was 
filed, or such shorter time as the Commission may designate, it has 
become effective pursuant to Section 19(b)(3)(A) of the Act \10\ and 
Rule 19b-4(f)(6) thereunder.\11\ At any time within 60 days of the 
filing of the proposed rule change, the Commission may summarily 
abrogate such rule change if it appears to the Commission that such 
action is necessary or appropriate in the public interest, for the 
protection of investors, or otherwise in furtherance of the purposes of 
the Act.
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    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 17 CFR 240.19b-4(f)(6).
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    The Exchange has requested that the Commission waive the 5-day pre-
filing notice requirement, and accelerate the operative date. The 
Commission finds good cause to waive the pre-filing notice requirement, 
and to designate the proposal to be both effective and operative upon 
filing because such designation is consistent with the protection of 
investors and the public interest. Waiver of these requirements will 
allow the Pilot to continue uninterrupted through November 30, 2002. 
For these reasons, the Commission finds good cause to designate that 
the proposal is both effective and operative upon filing with the 
Commission.\12\
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    \12\ For purposes of accelerating the operative date of this 
proposal, the Commission has considered the proposed rule's impact 
on efficiency, competition, and capital formation. 15 U.S.C. 78c(f).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposal is 
consistent with the Act. Persons making written submissions should file 
six copies thereof with the Secretary, Securities and Exchange 
Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. 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 will also be available for 
inspection and copying at the principal office of the Exchange. All 
submissions should refer to file number SR-Phlx-2001-95, and should be 
submitted by January 2, 2002.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Jonathan G. Katz,
Secretary.
[FR Doc. 01-30502 Filed 12-10-01; 8:45 am]
BILLING CODE 8010-01-M