[Federal Register Volume 68, Number 202 (Monday, October 20, 2003)]
[Notices]
[Pages 59957-59961]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-26390]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-48624; File No. SR-CSE-2003-06]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by the Cincinnati Stock Exchange To Amend Article IV of Its By-
Laws Pertaining to Its Listing Standards

October 10, 2003.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on September 12, 2003 the Cincinnati Stock Exchange (``CSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Article IV of its By-Laws pertaining 
to its listing standards, including the addition of requirements 
applicable to audit committees of listed companies. The text of the 
proposed rule change is set forth below. Text in brackets indicates 
material to be deleted, and text in italics indicates material to be 
added.\3\
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    \3\ The rule text as set forth herein includes several minor 
technical revisions that the Exchange has committed to correct by 
filing an amendment. Telephone conversation between Jennifer M. 
Lamie, CSE, and Ira L. Brandriss, Division of Market Regulation, 
Commission, on October 3, 2003.
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* * * * *
    By-Laws

Article IV

    [Prohibitions or Limitations on Access to the Exchange or Member 
Services]

Securities Listed on the Exchange

Section 1. Listing of Securities
1.1. Applications
    All applications for listing on the Exchange will be submitted to 
the Exchange's Secretary on a form prescribed by the Exchange.
1.2. Procedure
    The Secretary of the Exchange shall refer such applications to the 
Exchange's [Listing]Securities Committee. In passing on applications, 
the [Listing]Securities Committee shall determine whether the applicant 
meets the requirements for listing and, in making such determination, 
the Committee shall adhere to the following procedures:[ set forth in 
Section 6, paragraphs (c)-(e) of Article II of these By-Laws.]
    (a) Applications received by the Exchange's Secretary shall be 
referred to the Securities Committee and, if a majority of the 
Committee is satisfied that the applicant is qualified for listing 
pursuant to the provisions of this Article, the Committee shall 
promptly notify the Secretary of the Exchange of such determination, 
and the Secretary shall promptly notify, in writing, the applicant of 
the Committee's determination, and the applicant will be approved for 
listing on the Exchange.
    (b) If a majority of the Securities Committee is not satisfied that 
the applicant is qualified for listing pursuant to the provisions of 
this Article, the Committee shall promptly notify the Secretary of the 
Exchange of such determination, and the Secretary shall promptly 
notify, in writing, the Board and the applicant of the grounds for 
denying listing. Within 30 days of such notification, the Board may 
reverse the determination of the Securities Committee that the 
applicant is not qualified for listing; provided, however, that if at 
the end of the 30-day period a majority of the Board has not 
specifically reversed the Committee's determination, the Secretary of 
the Exchange shall promptly notify the applicant, in writing, of the 
grounds for denying listing. If during the 30-day period a majority of 
the Board specifically determines to reverse the Securities Committee's 
determination to deny listing, the Board shall promptly notify the 
Secretary of the Exchange who shall promptly notify the applicant that 
the Board has granted the applicant's application for listing.
    (c) In considering applications for listing, the Securities 
Committee, the Board and the Exchange's Secretary shall adhere to the 
following procedures:
    (1) The Securities Committee shall act upon the application within 
90 days of receipt of such application.
    (2) Where a listing application is granted by the Board, the 
Secretary shall promptly notify the applicant.
    (3) The applicant shall be afforded an opportunity to be heard on 
the denial of listing pursuant to the provisions of Exchange Rules 
governing adverse action.
    (4) The applicant must satisfy the requirements of subsection 1.4 
of this Article IV, including any portion of paragraphs (b) or (c) of 
Rule 10A-3 of the Act pertaining to audit committees, which cannot be 
exempted or otherwise waived other than as provided within the rules.
1.3. Requirements
    No security shall be listed on the Exchange unless the issuer 
thereof shall meet the following requirements:
    [(1)](a) In the case of common stock have:
    (1) net tangible assets of at least $2,000,000;
    [(b) have](2) at least 1000 recordholders of the issue for which 
trading privileges have been granted or are requested;
    [(c) have](3) outstanding at least 250,000 shares for which trading 
privileges have been granted or are requested exclusive of the holdings 
of officers and directors;
    [(d) have](4) demonstrated net earnings of $200,000 annually before 
taxes for two prior years excluding non-recurring income; and
    [(e) have](5) been actively engaged in business and have been so 
operating for at least three (3) consecutive years
    [(2)(a)](b) In the case of preferred stock[,]:
    (1) [t]The listing of issues is considered on a case by case basis, 
in light of the suitability of the issue for [continuous auction market 
]trading on the Exchange. The Exchange, as a general rule, will not 
consider listing the convertible preferred stock of a company unless 
its common stock is also listed on the Exchange[, NYSE or AMEX], 
another exchange that is registered pursuant to Sections 6 of the Act 
or a facility of a national securities association registered pursuant 
to Section 15A of the Act.
    ([b]2) [Companies]An issuer applying for listing of a preferred 
stock [are]is expected to meet the following criteria:
    (i) The [Company]issuer appears to be in a financial position 
sufficient to satisfactorily service the dividend requirements for the 
preferred stock and meets the requirements set forth in [P]paragraph 
1.3[.]([1]a) above.
    (ii) In the case of an issuer whose common stock is [traded]listed 
on the CSE, [NYSE or AMEX,] another exchange that is registered 
pursuant to Section 6 of the Act or a facility of a national securities 
association

[[Page 59958]]

registered pursuant to Section 15A of the Act, the following guidelines 
apply:

Shares Publicly Held.................................            100,000
Aggregate Market Value/Price.........................     $2,000,000/$10
 

    For issuers of preferred stock not listed as noted above, the 
Exchange has established different guidelines to ensure adequate public 
interest as follows:

Preferred Shares Publicly Held.......................            400,000
Public Round-Lot Holders.............................                800
Aggregate Market Value/Price.........................     $4,000,000/$10
 

    (iii) The [CSE]Exchange will not list convertible preferred issues 
containing a provision which gives the company the right, at its 
discretion, to reduce the conversion price for periods of time or from 
time to time unless the company establishes a minimum period of ten 
business days within which such price reduction will be in effect.
    [(3)(a)](c) In the case of warrants[,]:
    (1) at least 250,000 outstanding, exclusive of the holdings of 
officers and directors; and
    ([b]2) have a class of common stock that would otherwise be 
eligible for listing on the Exchange or is already listed on the 
Exchange.
    [(4)(a)](d) In [a]the case of bonds[,]:
    (1) a principal amount outstanding of at least $2,000,000;
    ([b]2) have at least an aggregate market value of at least 
$2,000,000;
    ([c]3) have at least 250 recordholders and, in the case of 
convertible debt, a larger distribution may be required; and
    ([d]4) have a class of common stock that would otherwise be 
eligible for listing on the Exchange or is already listed on the 
Exchange.
    [(5)(a)](e) In the case of the listing of any security not 
otherwise covered by the criteria of the foregoing subsections or in 
the Exchange Rules, provided the issue is otherwise suited for trading, 
such issues will be evaluated for listing against the following 
criteria;
    ([b]1) the issuer[s] ha[ve]s assets in excess of $100 million and 
stockholders' equity of at least $10 million. In the case of an issuer 
[which]that is unable to satisfy the earnings criteria set forth in 
[subsection]paragraph [(1)](a), the Exchange generally will require the 
issuer to have the following:
    (i) assets in excess of $200 million and stockholders' equity of at 
least $10 million; or
    (ii) assets in excess of $100 million and stockholders' equity of 
at least $20 million;
    ([c]2) the issue have a minimum public distribution of one million 
trading units including a minimum of 400 holders, or if traded in 
thousand dollar denominations, a minimum of 100 holders;
    ([d]3) the issue have a principal amount/aggregate market value of 
not less than $20 million;
    ([e]4) where the instrument contains cash settlement provisions, 
settlement must be made in U.S. dollars; and
    ([f]5) where the instrument contains redemption provisions, the 
redemption price may not be below $3 per unit.
    Prior to commencement of trading of securities admitted to listing 
under this subsection [5]e, the Exchange will evaluate the nature and 
complexity of the issue and, if appropriate, distribute a circular to 
the membership providing guidance regarding member [firm ]compliance 
responsibilities when handling transactions in such securities.
    ([6]f) Limited Partnerships--No security issued in a limited 
partnership rollup transaction (as defined by Section 14(h) of the 
[Exchange ]Act), shall be eligible for listing unless:
    ([I]1) the rollup transaction was conducted in accordance with 
procedures designed to protect the rights of limited partners as 
provided in Section 6(b)(9) of the [Exchange ]Act, as it may from time 
to time be amended; and
    ([ii]2) a broker-dealer which is a member of a national securities 
association subject to Section 15A(b)(12) of the [Exchange ]Act 
participates in the rollup transaction.
    The applicant shall further provide the Exchange with an opinion of 
counsel that the rollup transaction was conducted in accordance with 
the procedures established by such association.
1.4 Listing Standards Relating to Audit Committees
    (a) In addition to the requirements contained in subsection 1.3, 
each issuer must have an audit committee. The Exchange shall not 
initially list or continue listing any securities of an issuer that is 
not in compliance with the requirements of this subsection 1.4 or any 
portion of paragraphs (b) or (c) of Rule 10A-3 of the Act pertaining to 
audit committees. In addition to the requirements of Rule 10A-3 of the 
Act:
    (1) Each audit committee shall consist of at least three directors, 
each of whom shall be financially literate, as such qualification is 
interpreted by the issuer's board of directors in its business 
judgment, or must become financially literate within a reasonable 
period of time after his or her appointment to the audit committee. At 
least one member of the audit committee must have accounting or related 
financial management expertise, as the issuer's board of directors 
interprets such qualification in its business judgment.
    (2) The board of directors of each issuer must adopt and approve a 
formal written charter for its audit committee. The audit committee 
must review and reassess the adequacy of the audit committee charter on 
an annual basis. The charter must specify:
    (i) the scope of the audit committee's responsibilities and how it 
carries out those responsibilities, including structure, processes, and 
membership requirements; and
    (ii) that the audit committee is responsible for ensuring that the 
outside auditor submits on a periodic basis to the audit committee a 
formal written statement delineating all relationships between the 
outside auditor and the issuer and that the audit committee is 
responsible for actively engaging in a dialogue with the outside 
auditor with respect to any disclosed relationships or services that 
may impact the objectivity and independence of the outside auditor and 
for recommending that the issuer's board of directors take appropriate 
action in response to the outside auditor's report to satisfy itself of 
the outside auditor's independence.
    (b) As part of the initial listing process, and with respect to any 
subsequent changes to the composition of the audit committee, and 
otherwise approximately once each year, each issuer should provide the 
Exchange written confirmation regarding:
    (1) any determination that the issuer has made regarding the 
independence of its audit committee members;
    (2) the financial literacy of the audit committee members;
    (3) the determination that at least one of the audit committee 
members has accounting or related financial management expertise; and
    (4) the annual review and reassessment of the adequacy of the audit 
committee charter.
    (c) If a member of an issuer's audit committee ceases to be 
independent in accordance with the requirements of Rule 10A-3 for 
reasons outside the committee member's reasonable control, that person, 
with notice by the issuer to the Exchange, may remain an audit 
committee member of the issuer until the earlier of the next annual 
shareholders meeting of the issuer or one year from the occurrence of 
the event that caused the committee member to be no longer independent.
    (d) For securities listed on the Exchange prior to [insert approval 
date], an issuer shall have until the earlier of its first annual 
shareholders meeting

[[Page 59959]]

after January 15, 2004, or October 31, 2004, to cure any defects that 
would be the basis for a prohibition from continued listing.
    (e) An issuer must notify the Exchange promptly after an executive 
officer or the issuer becomes aware of any material noncompliance by 
the issuer with the requirements of this subsection 1.4 or Rule 10A-3 
of the Act.
    (f) In connection with a review of standards designed to ensure 
independence and strengthen corporate governance practices, the 
Exchange intends in the near future to adopt additional listing 
policies and requirements pertaining to issuer corporate governance, 
including standards for independence of board directors, independence 
and responsibilities of nominating, compensation and other board 
committees, codes of conduct, and shareholder approval of equity 
compensation plans. These additional policies and requirements will be 
reflected within the Exchange Rules.
Section 2. Unlisted Trading Privileges
    [No application shall be made to the Securities and Exchange 
Commission for the extension of unlisted trading privileges with 
respect to any security unless the issuer thereof shall meet the 
requirements for listing set forth in Section 1.3. of this Article IV. 
In the event that an issuer whose security has been the subject of a 
grant of unlisted trading privileges to the Exchange ceases to meet the 
requirements for listing set forth in Section 1.3. of this Article IV, 
the Exchange shall terminate such unlisted trading.] Notwithstanding 
the [foregoing]requirements for listing set forth in Section 1.3 of 
this Article IV, the Exchange may seek and continue unlisted trading 
privileges on any security as to which unlisted trading privileges have 
been granted pursuant to Section 12(f) of the Act[for which the primary 
trading market is the New York Stock Exchange or the American Stock 
Exchange].
Section 3 Delisting of Securities
3.1. Suspension and/or Delisting by Exchange
    (a) The Board [of Trustees ]may suspend dealings in any issue 
admitted to trading on the Exchange.
    (b) Whenever the Board [of Trustees ] determines that it no longer 
is appropriate for a security to continue to be traded on the Exchange, 
it may institute proceedings to delist such security. Any issuer or any 
other person aggrieved by such action may seek relief pursuant to the 
Exchange['s r]Rules governing adverse action.
    (c) The securities of an issuer will be subject to suspension and/
or withdrawal from listing and registration as a listed issue if any of 
the following conditions are found to exist:
    (1) [F]failure to comply with the listing standards and 
agreements[.]; or
    (2) [S]sustained loss so that financial condition becomes so 
impaired that it is questionable to the Exchange whether the company 
can continue operations and/or meet its obligations as they mature.
    Notwithstanding the foregoing, the Board [of Trustees ]may 
determine that the suspension or delisting of an issue is necessary for 
the protection of investors and the public interest.
3.2. Delisting by Issuer
    A security, which in the opinion of the Board [of Trustees of the 
Exchange ]is eligible for continued listing, may be removed from [the 
]listing upon the request or application of the issuer provided that 
the issuer submits a certified copy of a resolution adopted by the 
[B]board of [D]directors of the issuer authorizing withdrawal from 
listing and registration and a statement setting forth in detail the 
reasons for the proposed withdrawal and the facts in support thereof.
    The issuer may be required to submit the proposed withdrawal to the 
security holders for their vote at a meeting for which proxies are 
solicited provided the stock is not also listed on another national 
securities [E]exchange registered under Section 6 of the Act having 
similar requirements or on a facility of a national securities 
association registered under Section 15A of the Act having similar 
requirements.
* * * * *

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

1. Purpose
    The Commission approved Rule 10A-3 under the Act,\4\ with an 
effective date of April 25, 2003.\5\ Rule 10A-3 under the Act \6\ 
pertains to listing standards relating to audit committees and, among 
other things, requires each of the national securities exchanges and 
associations to adopt rules prohibiting the initial or continued 
listing of any security of an issuer that is not in compliance with the 
requirements of Rule 10A-3. Through this instant rule proposal, CSE 
seeks to incorporate the necessary rule language pertaining to Rule 
10A-3 into its listing standards. In addition, CSE seeks to incorporate 
additional rule language pertaining to audit committee requirements for 
listed issuers in order to conform to recommendations made by the Blue 
Ribbon Committee on Improving Effectiveness of Corporate Audit 
Committees and rule changes adopted by other self-regulatory 
organizations. Finally, the Exchange is proposing to make certain other 
changes to Article IV of its By-Laws that are described below. CSE 
represents that these changes, in part, make the language of the 
various provisions uniform and consistent with the Exchange rules and 
practices.
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    \4\ 17 CFR 240.10A-3.
    \5\ See Securities Act Release No. 8220, Securities Exchange Act 
Release No. 47654, and Investment Company Act Release No. 26001 
(April 9, 2003), 68 FR 18788 (April 16, 2003).
    \6\ 17 CFR 240.10A-3.
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    In part, the proposed rule change specifies requirements for audit 
committees. First, proposed Subsection 1.4 of Article IV would require 
that, in order to qualify its securities for listing on the Exchange, 
an issuer must have an audit committee that complies with the 
requirements of Rule 10A-3 of the Act.\7\ Proposed Subsection 1.4 goes 
on to specify that each audit committee must also consist of at least 
three members of the listed company's board of directors, each of whom 
must meet certain financial literacy requirements, and at least one of 
whom must possess certain accounting or related financial management 
expertise. CSE states that a board would be permitted to presume that a 
person who satisfies the definition of audit committee financial expert 
set out in Item 401(h) of Regulation S-K has accounting or related 
financial management expertise.
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    \7\ 17 CFR 240.10A-3.
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    In addition to these committee member qualification requirements, 
the

[[Page 59960]]

issuer's board of directors would be required to adopt and approve a 
formal written charter for its audit committee. The charter would be 
required, at a minimum, to specify the scope of the audit committee's 
responsibilities and how the committee carries out those 
responsibilities. The charter would also be required to specify that 
the audit committee is responsible for ensuring that the outside 
auditor submits on a periodic basis to the audit committee a formal 
written statement delineating all relationships between the outside 
auditor and the issuer, that the audit committee is responsible for 
actively engaging in a dialogue with the outside auditor with respect 
to any disclosed relationships or services that may impact the 
objectivity and independence of the outside auditor, and for 
recommending that the issuer's board of directors take appropriate 
action in response to the outside auditor's report to satisfy itself of 
the outside auditor's independence.
    As part of the initial listing process, when subsequent changes to 
the audit committee composition occur, and otherwise approximately once 
each year, each issuer would be required to provide the Exchange with 
written confirmation regarding any determinations made regarding the 
independence of its audit committee members, its compliance with the 
financial literacy and accounting or related financial management 
expertise requirements, and its annual review and reassessment of the 
adequacy of the audit committee charter. An issuer would also be 
required to notify the Exchange promptly after an executive officer or 
the issuer becomes aware of any material noncompliance by the issuer 
with the requirements of Subsection 1.4 of Article IV of CSE's By-Laws 
or Rule 10A-3 of the Act.\8\
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    \8\ 17 CFR 240.10A-3.
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    Proposed Subsection 1.4 of Article IV of the By-Laws also contains 
provisions for opportunities to cure defects and compliance dates. If a 
member of an issuer's audit committee ceases to be independent in 
accordance with the requirements of Rule 10A-3 of the Act \9\ for 
reasons outside the committee member's reasonable control, that person, 
with notice by the issuer to the Exchange, would be permitted to remain 
an audit committee member of the issuer until the earlier of the next 
annual shareholders meeting of the issuer or one year from the 
occurrence of the event that caused the committee member to be no 
longer independent. For securities listed on the Exchange prior to the 
approval of Subsection 1.4, an issuer would have until the earlier of 
its first annual shareholders meeting after January 15, 2004, or 
October 31, 2004, to cure any defects that would be the basis for a 
prohibition from continued listing.
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    \9\ 17 CFR 240.10A-3.
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    In addition, the Exchange is conducting a review of its listing 
standards designed to strengthen the corporate governance practices of 
listed companies. In the course of that review, the Exchange intends in 
the near future to adopt additional listing policies and requirements 
pertaining to issuer corporate governance, including standards for 
independence of board directors, independence and responsibilities of 
nominating, compensation and other board committees, codes of conduct, 
and shareholder approval of equity-compensation plans. As indicated in 
paragraph (f) of proposed Subsection 1.4, these additional policies and 
requirements will be reflected within the Exchange Rules.
    Finally, CSE is also proposing to make certain other changes to 
Article IV of its By-Laws. Specifically, the Exchange is seeking to:
    1. Change the name of Article IV from ``Prohibitions or Limitations 
on Access to the Exchange or Member Services'' to ``Securities Listed 
on the Exchange'';
    2. Change the name of the Exchange Committee that reviews listing 
applications from Listing Committee to Securities Committee in Section 
1.2;
    3. Include the application review procedures within the listing 
procedures set forth in Section 1.2 rather than cross-referencing the 
procedures contained in Article II;
    4. Change the reference to suitability for ``continuous auction 
market trading'' in Subsection 1.3 to suitability for ``trading on the 
Exchange''. Replace references to ``company'' and ``companies'' with 
``issuer'' and a reference to ``CSE'' with ``Exchange''. In addition, 
correct a reference to ``traded'' in paragraph (b)(2)(ii) to ``listed';
    5. Make reference to securities that are subject to listing 
criteria that is contained in the Exchange Rules as not being subject 
to the general listing requirements contained in paragraph (e) of 
Subsection 1.3;
    6. Make changes to Section 2 to provide that the Exchange may 
extend unlisted trading privileges to any security for which unlisted 
trading privileges have been granted pursuant to Section 12(f) of the 
Act, not just securities listed on the NYSE and Amex;
    7. Make changes to Subsection 3.2 to clarify that an issuer seeking 
to delist its securities may be required to submit the proposed 
withdrawal to the security holders for their vote at a meeting for 
which proxies are solicited provided the stock is not also listed on 
another national securities exchange having similar requirements or on 
a facility of a national securities association having similar 
requirements. Previously the text simply referenced other exchanges; 
and
    8. Make certain other miscellaneous grammatical, punctuation and 
numbering changes throughout Article IV. Cross-references will be 
updated accordingly.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with section 6(b) of the Act \10\ in general, and furthers the 
objectives of section 6(b)(5) of the Act \11\ in particular, because it 
is designed to prevent fraudulent and manipulative acts and practices, 
and, in general, to protect investors and the public interest.
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    \10\ 15 U.S.C. 78f(b).
    \11\ 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

    No written comments were solicited or received in connection with 
the proposed rule change.

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

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission will:
    (A) By order approve such proposed rule change, or
    (B) Institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act.

[[Page 59961]]

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, as amended, that are filed with the Commission, 
and all written communications relating to the proposed rule change, as 
amended, 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 CSE. 
All submissions should refer to file number SR-CSE-2003-06 and should 
be submitted by November 10, 2003.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-26390 Filed 10-17-03; 8:45 am]
BILLING CODE 8010-01-P