[Federal Register Volume 70, Number 51 (Thursday, March 17, 2005)]
[Notices]
[Pages 13061-13066]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-1161]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34--51358; File Nos. SR-NYSE-2004-24; SR-NASD 2004-141]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Changes by the New York Stock Exchange, Inc., and the National 
Association of Securities Dealers, Inc., To Prohibit Participation by a 
Research Analyst in a Road Show Related to an Investment Banking 
Services Transaction and To Require Certain Communications About an 
Investment Banking Services Transaction To Be Fair, Balanced and Not 
Misleading

March 10, 2005.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934

[[Page 13062]]

(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on April 22, 2004 the New York Stock Exchange (``NYSE'' or the 
``Exchange''), and on September 20, 2004, the National Association of 
Securities Dealers, Inc. (``NASD''), filed with the Securities and 
Exchange Commission (``SEC'' or ``Commission'') the proposed rule 
changes as described in Items I, II, and III below, which items have 
been prepared by the respective self-regulatory organizations 
(``SROs''). On February 11, 2005, NYSE filed Amendment No. 1 to its 
proposed rule change, which replaced the original rule filing in its 
entirety. On February 4, 2005, NASD filed Amendment No. 1 to its 
proposed rule change, which replaced the original rule filing in its 
entirety.\3\ The Commission is publishing this notice to solicit 
comments on the proposed rule changes, as amended, from interested 
persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ On March 9, 2005, NASD filed with the Commission Amendment 
No. 2 to its proposed rule change, which clarified that Amendment 
No. 1 replaced the original filing in its entirety.
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I. Self-Regulatory Organizations' Statements of the Terms of Substance 
of the Proposed Rule Changes

    The Exchange is filing with the Commission a proposed amendment to 
NYSE Rule 472 (``Communications with the Public'') which, among other 
things, will prohibit research analysts from participating in road 
shows relating to investment banking services transactions.
    NASD is proposing a rule change to NASD Rule 2711 to prohibit: (1) 
A research analyst from participating in a road show related to an 
investment banking services transaction, or otherwise communicating 
with customers in the presence of investment banking personnel or 
company management about an investment banking services transaction; 
and (2) investment banking personnel from directing a research analyst 
to engage in sales and marketing efforts or other communications with a 
current or prospective customer related to an investment banking 
services transaction. The proposed rule change would permit analysts to 
educate investors and internal personnel about an investment banking 
services transaction, provided such communications are fair, balanced 
and not misleading. Amendment No. 1 to the proposed rule change makes 
express in the rule language the requirement that those communications 
be fair and balanced.
    Below is the text of the proposed rule changes. Proposed new 
language is italicized.

A. NYSE's Proposed Rule Text

Rule 472. Communications With the Public Approval of Communications and 
Research Reports
    (a)(1)-(b)(5)--No change.
Investment Banking, Research Department and Subject Company 
Relationships and Communications
    (b)(6)(i) A research analyst is prohibited from directly or 
indirectly:
    (a) participating in a road show related to an investment banking 
services transaction; and
    (b) engaging in any communication with a current or prospective 
customer(s) in the presence of investment banking department personnel 
or company management about an investment banking services transaction.
    (ii) Investment banking department personnel are prohibited from 
directly or indirectly:
    (a) directing a research analyst to engage in sales or marketing 
efforts related to an investment banking services transaction; and
    (b) directing a research analyst to engage in any communication 
with a current or prospective customer(s) about an investment banking 
services transaction.
    (iii) Research analyst written and oral communications relating to 
an investment banking services transaction, with a current or 
prospective customer(s), or with internal personnel, must be fair, 
balanced and not misleading, taking into consideration the overall 
context in which the communication is made.
    (c)-.120--No change.

B. NASD's Proposed Rule Text

Rule 2711. Research Analysts and Research Report
    (a) through (b) No change.
    (c) Restrictions on Communications with the Subject Company
    (1) through (4) No change.
    (5) A research analyst is prohibited from directly or indirectly:
    (A) participating in a road show related to an investment banking 
services transaction; and
    (B) engaging in any communication with a current or prospective 
customer in the presence of investment banking department personnel or 
company management about an investment banking services transaction.
    (6) Investment banking department personnel are prohibited from 
directly or indirectly:
    (A) directing a research analyst to engage in sales or marketing 
efforts related to an investment banking services transaction; and
    (B) directing a research analyst to engage in any communication 
with a current or prospective customer about an investment banking 
services transaction.
    (7) Any written or oral communication by a research analyst with a 
current or prospective customer or internal personnel related to an 
investment banking services transaction must be fair, balanced and not 
misleading, taking into consideration the overall context in which the 
communication is made.
    (d) through (k) No change.

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

    In their filings with the Commission, the Exchange and NASD 
included statements concerning the purpose of, and basis for, the 
proposed rule changes, as amended, and discussed any comments received 
on the proposed rule changes. The text of these statements may be 
examined at the places specified in Item IV below. The Exchange and 
NASD have prepared summaries, set forth in sections (A), (B), and (C) 
below, of the most significant aspects of such statements.

(A) Self-Regulatory Organizations' Statements of the Purpose of, and 
Statutory Basis for, the Proposed Rule Changes

1. NYSE's Purpose
    The Exchange is proposing an amendment to NYSE Rule 472, which, 
among other things, would prohibit research analysts from participating 
in road shows relating to investment banking services \4\ transactions.
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    \4\ As defined under Rule 472.20, ``investment banking 
services'' includes, without limitation, acting as an underwriter in 
an offering for the issuer; acting as a financial adviser in a 
merger or acquisition; providing venture capital, equity lines of 
credit, PIPEs (private investment, public equity transaction), or 
similar investments; or serving as placement agent for the issuer. 
The term also includes acting as a member of a selling group in a 
securities underwriting (See NYSE Information Memo No. 02-26, dated 
June 26, 2002).
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Background

    Joint regulatory efforts among the NYSE, NASD (the ``SROs'') and 
the SEC to address potential conflicts of interest relating to research 
analysts resulted in: (1) SEC approval of major SRO rule

[[Page 13063]]

changes in May 2002; \5\ (2) the adoption of the Commission's 
Regulation Analyst Certification (``Regulation AC''),\6\ which requires 
research analysts to certify that their research reports accurately 
reflect their personal views and disclose whether they received 
compensation for their specific recommendations; (3) the Global 
Research Analyst Settlement (``Global Settlement'') reached between 
various securities regulators and 10 major investment banking firms to 
conclude enforcement actions regarding research analysts' conflicts of 
interest; \7\ and (4) additional changes to the SRO Rules to conform to 
the Sarbanes-Oxley Act,\8\ which were approved by the SEC in July 2003 
\9\ (the ``Sarbanes-Oxley Amendments'').
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    \5\ See Securities Exchange Act Release No. 45908 (May 10, 
2002), 67 FR 34969 (May 16, 2002) (SR-NYSE-2002-09).
    \6\ 17 CFR 242.501.
    \7\ See SEC Litigation Release No. 18438 (October 31, 2003).
    \8\ 15 U.S.C. 78o-6.
    \9\ See Securities Exchange Act Release No. 48252 (July 29, 
2003), 68 FR 45875 (August 4, 2003) (SR-NYSE-2002-49).
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    Currently, according to the NYSE, NYSE Rules 472 and 351 generally 
restrict the relationship between research and investment banking 
departments and the companies that are the subjects of research 
reports; require disclosure of financial interests in subject companies 
by analysts or members or member organizations; require disclosure of 
client relationships with and compensation from subject companies; 
impose quiet periods for the issuance of research reports following the 
completion of companies' securities offerings; restrict personal 
trading by research analysts in the securities of the companies covered 
by such analysts; require attestations by members and member 
organizations that they are in compliance with NYSE Rule 472; and 
generally require extensive disclosure in research reports of certain 
important information to help customers monitor the correlation between 
research analysts' ratings and the price movements of subject 
companies' securities.

The Global Settlement

    As noted above, the SEC, NYSE, NASD, NASAA and the New York 
Attorney General's Office announced in 2003 a global settlement with 10 
investment banking firms to settle enforcement actions involving 
conflicts of interest between research and investment banking. The NYSE 
notes that, among the undertakings included in the settlement is a 
prohibition against research analysts participating in efforts to 
solicit investment-banking business, including attending ``pitch'' 
meetings. According to the NYSE, these restrictions were imposed to 
prevent stock recommendations from being tainted by efforts to obtain 
investment banking fees, and to further remove research analysts from 
investment banking pressures.
    In July 2003, the SEC approved the Sarbanes-Oxley Amendments. At 
the same time, the SEC also approved NYSE Rule 472(b)(5), which 
prohibits research analysts from participating in solicitation 
activities (e.g., pitch meetings) to secure investment banking business 
from companies. During the filing and public comment period, the SEC 
requested comment on the SRO proposed amendments in light of the Global 
Settlement, and also noted that although certain elements of the Global 
Settlement were addressed by the SROs in their proposed amendments 
(e.g., pitch meeting prohibitions), there were differences as well.

Proposed Amendment

    Proposed NYSE Rule 472(b)(6) provides that:
    (i) A research analyst is prohibited from directly or indirectly:
    (b) participating in a road show related to an investment banking 
services transaction; and
    (c) engaging in any communication with a current or prospective 
customer(s) in the presence of investment banking department personnel 
or company management about an investment banking services transaction.
    (ii) Investment banking department personnel are prohibited from 
directly or indirectly:
    (a) directing a research analyst to engage in sales or marketing 
efforts related to an investment banking services transaction; and
    (b) directing a research analyst to engage in any communication 
with a current or prospective customer(s) about an investment banking 
services transaction.
    (iii) Research analyst written and oral communications relating to 
an investment banking services transaction, with a current or 
prospective customer(s), or with internal personnel, must be fair, 
balanced and not misleading, taking into consideration the overall 
context in which the communication is made.

Discussion

    The NYSE believes that underwriters are the crucial intermediaries 
in the process of offering securities to the public. According to the 
NYSE, they provide sales and marketing expertise to issuers during the 
securities offering process, and provide research coverage for 
companies they help bring public. The NYSE believes that since research 
can impact the price of a company's securities, it is paramount to 
investor protection, that such research be objective, unbiased, and not 
the result of pressure on an analyst. The NYSE notes that such pressure 
can take the form of: trying to reward a company for its investment 
banking business, or to assist a firm's investment bankers in obtaining 
and maintaining investment banking relationships with a company. The 
NYSE believes that to ensure this goal, it is necessary to insulate 
research analysts from these pressures.
    According to the NYSE, the offering of securities is divided into 
three time periods: (1) Pre-filing, (2) waiting, and (3) the post-
effective period. Once a company contemplates a public offering, the 
time period preceding the filing of the registration statement is known 
as the pre-filing period. After the filing of the registration 
statement with the Commission, there is a statutory waiting period 
prior to the effective date of the registration statement. After the 
effective date, sales of the securities can take place.\10\ It is 
during this waiting period that underwriters, with the management of 
issuers, conduct road shows for the purpose of marketing the offering. 
Finally, there is the post-effective period that continues until the 
distribution of securities has been completed. It is during this period 
that prospectus delivery requirements are imposed, and restrictions on 
the issuance of research reports, often referred to as ``quiet 
periods'' occur.\11\
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    \10\ 15 U.S.C. 77(h)a.
    \11\ After the effective date of the offering, section 2(a)(10) 
of the Securities Act of 1933 (the ``Securities Act'') (15 U.S.C. 
77b(a)(10)) permits the use of supplementary sales literature (i.e. 
research reports) even if such literature does not conform to or is 
contained in a statutory prospectus, meeting the requirements of 
section 10 of the Securities Act (15 U.S.C. 77j). The use of this 
supplementary sales literature, or ``free writing,'' is limited in 
that prior to or at the same time of receiving it, a person must 
have received a Section 10(a) statutory prospectus. Given this 
limitation, firms often wait until this prospectus delivery 
requirement ceases before issuing research reports.
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    According to the NYSE, regulatory investigations and examinations 
revealed that research analysts were subject to conflicts of interest 
when their firms were offering investment banking services to, and 
maintaining investment banking relationships with, corporate issuers. 
In this regard, the NYSE notes that the investigations found that 
investment banking firms may have promised favorable research,

[[Page 13064]]

specific research ratings, or price targets as consideration or 
inducement for the receipt of investment banking business. Furthermore, 
the NYSE believes that investment bankers and companies reviewed 
research reports prior to their publication, which often pressured 
research analysts to write more favorable reports on such companies 
than an objective, unbiased analysis of the company warranted.
    According to the NYSE, it was in response to this activity that the 
Exchange and NASD promulgated the rules noted above to address these 
concerns. These rules expressly prohibit members and member 
organizations from offering favorable research, ratings or price 
targets as consideration or inducement for the receipt of investment 
banking business.\12\ In addition, the NYSE notes that rules were 
promulgated to prevent research analysts from being pressured to 
provide favorable reports and ratings, such as prohibiting investment 
banking personnel from exercising supervision, control and compensatory 
evaluation over research analysts,\13\ and prohibiting pre-publication 
review and approval of research reports by investment banking personnel 
and the companies that are the subjects of such reports.\14\
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    \12\ See NYSE Rule 472(g)(1).
    \13\ See NYSE Rule 472(b)(1).
    \14\ See NYSE Rules 472(b)(2) and (4).
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    The NYSE notes that the rules also prohibit research analysts from 
participating in pitch meetings with prospective investment banking 
clients.\15\ According to the NYSE, the purpose of this prohibition is 
to prevent the use of research as a sales and marketing tool, or to 
influence prospective clients.
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    \15\ See NYSE Rule 472(b)(5).
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    Further, the Exchange promulgated restrictions on the publication 
and/or distribution of research reports by managers, co-managers, 
underwriters and dealers following initial public \16\ and secondary 
offerings \17\ by issuers and the expiration and/or waiver of lock-up 
agreements made in connection with such offerings.\18\ According to the 
NYSE, the purpose of these quiet period restrictions was to minimize 
the ability of firms to reward issuers for giving them investment 
banking business by publishing favorable research soon after the 
completion of offerings.
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    \16\ As defined under Rule 472.100, an ``initial public 
offering'' refers to the initial registered equity security offering 
by an issuer, regardless of whether such issuer is subject to the 
reporting requirements of section 13 or 15(d) of the Securities 
Exchange Act of 1934 (the ``Exchange Act'') (15 U.S.C. 78a), prior 
to the time of the filing of such issuer's registration statement.
    \17\ As defined under Rule 472.110, a secondary offering shall 
include a registered follow-on offering by an issuer or a registered 
offering by persons other than the issuer involving the distribution 
of securities subject to Regulation M under the Exchange Act.
    \18\ See NYSE Rules 472(f)(1), (2), (3) and (4).
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    As noted above, the Exchange believes it has already adopted rules 
to address inherent conflicts of interest that arise when research 
analysts are used by their firms to obtain, during the waiting period, 
and reward, during the post-effective period, issuers for their 
investment banking business. According to the NYSE, the proposed 
prohibition on research analyst participation in road shows seeks to 
address potential conflicts of interest during the periods that firms 
market securities offerings for issuers. As proposed, the NYSE believes 
that the new rule should insulate research analysts from potential 
undue influence of investment bankers and company management, but not 
interfere with legitimate activities.
    By prohibiting analysts from engaging in any communication 
regarding investment banking services with current or prospective 
customers in the presence of investment banking personnel or company 
management, the Exchange believes it will reduce the pressure on 
research analysts to give overly optimistic assessments of investment 
banking services transactions. The NYSE believes that research analysts 
would still be able to communicate with customers in circumstances 
where investment banking and company management cannot influence 
analysts' truthful assessments of investment banking services 
transactions.
    The Exchange is also proposing that investment banking department 
personnel be prohibited from directing research analysts to: (1) Engage 
in sales or marketing efforts related to investment banking services 
transactions; and (2) engage in communications with current or 
prospective customers about investment banking services transactions.
    According to the NYSE, the proposed rule preserves the traditional 
function of research analysts (providing analysis of securities and 
transactions), while placing further limitations on the ability of 
investment banking personnel to influence and/or compromise the 
objectivity of their analysis.
    While the proposed rule recognizes that road shows are a common 
form of investment banking ``sales or marketing efforts'' from which 
research analysts should be barred, the Exchange recognizes there are 
certain activities that do not compromise the objectivity and 
independence of research analysts. Therefore, the NYSE believes that 
the proposed rule change would permit research analysts to issue 
written and oral communications relating to investment banking services 
transactions to current or prospective customers or internal personnel. 
According to the NYSE, such communications to investors and employees 
must be fair, balanced, and not misleading, while taking into 
consideration the overall context in which such communications are 
made.
    The Exchange also notes that the proposed prohibition on research 
analysts' participation in road shows would not prohibit certain 
analysts' communications that are permitted under the federal 
securities laws (i.e. research reports issued in accordance with Rules 
137, 138 and 139 under the Securities Act).\19\
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    \19\ 17 CFR 230.137, 230.138 and 230.139.
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    The Exchange notes that, although the proposed amendment 
incorporates, to some extent, the substance of the comparable sales or 
marketing prohibitions found in the ``Global Settlement,'' the Exchange 
is not filing the proposed rule change simply to conform to the Global 
Settlement, or to address the differences between the Global Settlement 
and NYSE rules. The Exchange believes the proposed amendment 
facilitates objective, independent, and reliable research by 
prohibiting research analysts employed by all members and member 
organizations from participating in road shows. The Exchange expects 
the entire securities industry and not just the signatory firms to the 
Global Settlement to benefit from this prohibition. The NYSE believes 
that by further insulating research analysts from the pressures 
associated with obtaining and maintaining investment banking 
relationships, the proposed rule change will engender more objective 
and unbiased research on companies who are the investment banking 
clients of members and member organizations.

Effective Date

    The Exchange believes that the proposed amendment to NYSE Rule 472 
should take effect 45 days after SEC approval. As proposed, the 
Exchange believes that the amendment does not impose any new or 
substantive requirements on members and member organizations nor would 
it necessitate the adoption of new systems and procedures to ensure 
compliance. Accordingly, the NYSE believes that 45 days is sufficient 
notice for firms to comply with the new prohibition.

[[Page 13065]]

2. NYSE's Statutory Basis
    The NYSE believes the statutory basis for this proposed rule change 
is section 6(b)(5) \20\ of the Exchange Act which requires, among other 
things, 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 interests. The NYSE believes that, by prohibiting research 
analysts from participating in road shows, the potential for conflicts 
of interests that could bias their research reports will be mitigated 
and thus serve the investing public by providing more objective 
research on subject companies.
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    \20\ 15 U.S.C. 78f(b)(5).
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3. NASD's Purpose
    Over the past few years, NASD has worked with the SEC and New York 
Stock Exchange (NYSE) to implement a series of rules to increase the 
objectivity and reliability of research. NASD believes that while the 
rules generally foster objectivity through extensive conflict of 
interest disclosure requirements, they also prohibit certain conduct to 
minimize the primary source of biased research: the influences of 
investment banking. To that end, NASD Rule 2711 prohibits compensation 
paid to analysts based on their contributions to, or the success of, 
the investment banking department. The rule further prohibits analysts 
from participating in efforts to solicit investment banking business, 
including ``pitches'' to earn an underwriting mandate for a securities 
offering.
    According to the NASD, the proposed rule change would further 
fortify the wall between investment banking and research by prohibiting 
research analysts from participating in a road show related to an 
investment banking services transaction and from communicating with 
current or prospective customers in the presence of investment banking 
department personnel or company management about such an investment 
banking services transaction. Additionally, the proposed rule change 
would prohibit investment banking personnel from directing a research 
analyst to engage in sales and marketing efforts and other 
communications with a current or prospective customer about an 
investment banking services transaction.
    NASD believes that the primary role of a research analyst is to 
provide unbiased analysis of companies and transactions and to value 
securities accurately. NASD further believes that the objectivity and 
reliability of such analysis can be compromised when a research analyst 
is utilized to market those same transactions and the sale of such 
securities. Accordingly, by prohibiting research analyst participation 
in road shows, the proposed rule change will further reduce the 
pressure on research analysts to give an overly optimistic assessment 
of a particular transaction. NASD believes it further will remove any 
suggestion to investors in attendance that the analyst will give 
positive coverage to the issuer and that the analyst endorses all of 
the views expressed by the company or investment banking department 
personnel.
    According to the NASD, the proposed rule change would, however, 
permit research analysts to educate investors and member personnel 
about a particular offering or other transaction, provided the 
communication occurs outside the presence of the company or investment 
banking department personnel. NASD believes that such permissible 
communications to investors and internal personnel must be fair, 
balanced and not misleading, taking into account the overall context in 
which such communications are made. Thus, NASD believes that the 
proposed rule change preserves the ability of the research analyst to 
give a candid assessment of a transaction or sale of securities--
including investment risks--in settings where the influences of 
investment banking and client pressure are minimized.
    Finally, the proposed rule change would prohibit investment banking 
department personnel from directing a research analyst to engage in 
sales or marketing efforts and any other communication with a current 
or prospective customer about an investment banking services 
transaction. NASD believes this provision is important to eliminate any 
attempt by investment banking personnel to pressure a research analyst 
to engage in those communications, thereby further insulating research 
analysts from influences that could affect their objectivity.
    NASD specifically requests comment on whether the proposed 
prohibitions should extend to supervisors of research analysts, 
directors of the research department or others who have the ability to 
influence the substance of research reports.
    NASD also notes that the settlement of research analyst conflicts 
allegations among NASD, NYSE, the SEC, state regulators and twelve of 
the nation's largest investment banking firms (``Global Settlement'') 
contains a prohibition similar to the proposed rule change. NASD does 
not believe that consistency with the Global Settlement is itself a 
rationale for the proposed rule change. However, in this instance, NASD 
believes that the similar proposed rule change will facilitate the goal 
of more objective and reliable research by all members, with the 
ancillary benefit of rules consistency.
    The effective date of the proposed rule change will be 45 days 
following Commission approval.
4. NASD's Statutory Basis
    NASD believes that the proposed rule change is consistent with the 
provisions of section 15A(b)(6) of the Act,\21\ which requires, among 
other things, that NASD rules must 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. NASD believes that the proposed rule change is 
consistent with the provisions of the Act because it will reduce 
conflicts of interest and thereby provide investors with more reliable 
information and also curtail the potential for fraudulent and 
manipulative acts.
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    \21\ 15 U.S.C. 78o-3(b)(6).
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(B) Self-Regulatory Organizations' Statement on Burden on Competition

    The NYSE and NASD do not believe that the proposed rule changes 
will impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Exchange Act.

(C) Self-Regulatory Organizations' Statement on Comments on the 
Proposed Rule Change Received From Members, Participants or Others

    The NYSE and NASD have neither solicited nor received written 
comments on the proposed rule changes.

III. Date of Effectiveness of the Proposed Rule Changes 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 NYSE and NASD consents, the Commission:
    (a) By order approve such proposed rule change, or
    (b) Institute proceedings to determine whether the proposed rule 
change should be disapproved.

[[Page 13066]]

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 Numbers SR-NYSE-2004-24 and/or SR-NASD-2004-141 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 Numbers SR-NYSE-2004-24 and/or 
SR-NASD-2004-141. 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, 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 NYSE and NASD. 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 the File Numbers SR-NYSE-2004-24 and/or SR-NASD-2004-
141 and should be submitted on or before April 7, 2005.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\22\
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    \22\ 17 CFR 200.30-3(a)(12).
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J. Lynn Taylor,
Assistant Secretary.
[FR Doc. E5-1161 Filed 3-16-05; 8:45 am]
BILLING CODE 8010-01-P