[Federal Register Volume 69, Number 107 (Thursday, June 3, 2004)]
[Notices]
[Pages 31437-31438]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-12551]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-49775; File No. SR-Amex-2004-32]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by the American Stock Exchange LLC To Amend Article II, Section 
3 of the Exchange Constitution

May 26, 2004.
    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 May 12, 2004, the American Stock Exchange LLC (``Amex'' 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 Proposed Rule Change

    The Exchange proposes to amend Article II, section 3 of the 
Exchange Constitution. The text of the proposed rule change is below. 
Proposed new language is italicized.
* * * * *

Article II Government and Administration

* * * * *

Section 3 Powers, Duties and Procedures

    ``Powers and Duties''--``Group Hospitalization Plan.'' No change.

Regulatory Services Agreements

    The Board may authorize any officer, on behalf of the Exchange, 
subject to the approval of the Board, to enter into one or more 
agreements with another self-regulatory organization to provide 
regulatory services to the Exchange to assist the Exchange in 
discharging its obligations under Section 6 and Section 19(g) of the 
Securities Exchange Act of 1934. Any action taken by another self-
regulatory organization, or its employees or authorized agents, acting 
on behalf of the Exchange pursuant to a regulatory services agreement 
shall be deemed to be an action taken by the Exchange; provided, 
however, that nothing in this provision shall affect the oversight of 
such other self-regulatory organization by the Securities and Exchange 
Commission. Notwithstanding the fact that the Exchange may enter into 
one or more regulatory services agreements, the Exchange shall retain 
ultimate legal responsibility for, and control of, its self-regulatory 
responsibilities, and any such regulatory services agreement shall so 
provide.
* * * * *

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 proposed rule change would create a mechanism that would allow 
the Exchange to contract with another self-regulatory organization for 
the performance of certain of Amex's regulatory functions. The purpose 
of the proposed rule change is to enhance the

[[Page 31438]]

Amex's ability to carry out its regulatory obligations under the Act by 
providing the Amex the ability to contract with another self-regulatory 
organization for regulatory services. Under any agreement for 
regulatory services with another self-regulatory organization, the Amex 
would remain a self-regulatory organization registered under section 6 
of the Act \3\ and, therefore, will continue to have statutory 
authority and responsibility for enforcing compliance by its members, 
and persons associated with its members, with the Act, the rules 
thereunder, and the rules of the Exchange.
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    \3\ 15 U.S.C. 78f.
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    This rule change would have immediate applicability with respect to 
a Regulatory Services Agreement (``RSA'') dated as of April 30, 2004, 
between the National Association of Securities Dealers, Inc. (``NASD'') 
and the Amex. The Amex has determined that, to best discharge its self-
regulatory responsibilities, it will contract with the NASD, which is 
subject to Commission oversight pursuant sections 15A and 19 of the 
Act,\4\ for the NASD to provide certain regulatory services to the 
Amex, as set forth in the RSA. In performing services under the RSA, 
the NASD will be operating pursuant to the statutory self-regulatory 
responsibilities of the Amex under section 6 and section 19 of the Act 
\5\ (and applying the Amex's rules), and the proposed rule change 
specifically states that any action taken by another self-regulatory 
organization, or its employees or authorized agents, operating pursuant 
to a regulatory services agreement with the Exchange (e.g., NASD) will 
be deemed an action taken by the Exchange (without, however, affecting 
the Commission's oversight of such other self-regulatory organization). 
The Amex will, nonetheless, retain ultimate responsibility for 
performance of its self-regulatory duties under the RSA, and the 
proposed rule change states that the Exchange shall retain ultimate 
legal responsibility for, and control of, its self-regulatory 
responsibilities.
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    \4\ 15 U.S.C. 78o-3 and 15 U.S.C. 78s.
    \5\ 15 U.S.C. 78f and 15 U.S.C. 78s.
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2. Statutory Basis
    The proposed rule change is consistent with section 6(b) of the Act 
\6\ in general, and furthers the objectives of section 6(b)(1),\7\ 
6(b)(6),\8\ and 6(b)(7) \9\ in particular, in that it will enhance the 
ability of the Exchange to enforce compliance by its members and 
persons associated with its members with the provisions of the Act, the 
rules and regulations thereunder, and the rules of the Exchange; it 
will help ensure that members and persons associated with members are 
appropriately disciplined for violations of the Act, the rules and 
regulations thereunder, and the rules of the Exchange; and it will 
provide a fair procedure for the disciplining of members and persons 
associated with members.
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    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(1).
    \8\ 15 U.S.C. 78f(b)(6).
    \9\ 15 U.S.C. 78f(b)(7).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change would 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act.

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

    No written comments were solicited or received with respect to 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 self-regulatory organization consents, the Commission will:
    (A) By order approve such proposed rule change, or
    (B) Institute proceedings to determine whether the proposed rule 
change should be disapproved.
    Article XIII, section 1 of the Exchange Constitution provides, in 
part, that amendments to the Amex Constitution may be adopted only if 
approved by the NASD. Amex hereby consents to extension of the period 
of time specified in section 19(b)(2) of the Act \10\ until at least 
thirty-five days after the Exchange files an appropriate amendment to 
this filing setting forth the completion of all additional action 
required under the Exchange Constitution with respect to this proposed 
rule change.
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    \10\ 15 U.S.C. 78s(b)(2).
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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 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 [email protected]. Please include 
File Number SR-Amex-2004-32 on the subject line.

Paper Comments

    Send paper comments in triplicate to Jonathan G. Katz, Secretary, 
Securities and Exchange Commission, 450 Fifth Street, NW., Washington, 
DC 20549-0609.
    All submissions should refer to File Number SR-Amex-2004-32. This 
file number should be included on the subject line if e-mail is used. 
To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, 
all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for inspection 
and copying in the Commission's Public Reference Section, 450 Fifth 
Street, NW., Washington, DC 20549. Copies of such filing also will be 
available for inspection and copying at the principal office of the 
Amex. 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-
Amex-2004-32 and should be submitted on or before June 24, 2004.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-12551 Filed 6-2-04; 8:45 am]
BILLING CODE 8010-01-P