Federal Register / Vol. 65, No. 105 / Wednesday, May 31, 2000 / Notices 34759

1 15 U.S.C. 78q(d).

2 15 U.S.C. 78k–1(a)(3)(B).

3 17 CFR 240.17d–2.

4 15 U.S.C. 78s(g)(1).

5 15 U.S.C. 78s(g)(2).

6Securities Acts Amendments of 1975, Report of

the Senate Committee on Banking, Housing, and

Urban Affairs to Accompany S. 249, S. Rep. No. 94–

75, 94th Cong., 1st Session. 32 (1975).

7 17 CFR 240.17d–1 and 17 CFR 240.17d–2.

8Securities Exchange Act Release No. 12352

(April 20, 1976), 41 FR 18809 (May 3, 1976).

9Securities Exchange Act Release No. 12935

(October 28, 1976), 41 FR 49093 (November 8,

1976).

10Securities Exchange Act Release No. 20158

(September 8, 1983), 48 FR 41256 (September 14,

1983).

securities are primarily traded or at the

last sales price on the national securities

market.

3. At the next regular meeting

following the Transfer, the Board,

including a majority of the Disinterested

Trustees will determine: (a) whether the

S&P 500 Securities were valued in

accordance with condition (2); and (b)

whether the acquisition of the S&P 500

Securities was consistent with the

policies of the Fund as reflected in the

registration statement and reports filed

under the Act.

4. The Fund will maintain and

preserve for a period of not less than six

years from the end of the fiscal year in

which the Transfer occurs, the first two

years in an easily accessible place, a

written record of the Transfer setting

forth a description of each security

transferred, the terms of the transfer,

and the information or materials upon

which the determinations required by

condition (3) were made.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–13529 Filed 5–30–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–42816, File No. S7–966]

Program for Allocation of Regulatory

Responsibilities Pursuant to Rule 17d–

2; Notice of Filing and Order Granting

Approval of Amendment to the Plan for

the Allocation of Regulatory

Responsibilities Among the American

Stock Exchange LLC, the Chicago

Board Options Exchange, Inc., the

Chicago Stock Exchange, Inc., the

International Securities Exchange LLC,

the National Association of Securities

Dealers, Inc., the New York Stock

Exchange, the Pacific Exchange, Inc.,

and the Philadelphia Stock Exchange,

Inc.

May 23, 2000.

Notice is hereby given that the

Securities and Exchange Commission

(‘‘SEC’’ or ‘‘Commission’’) has issued on

Order, pursuant to Sections 17(d) 1 and

11A(a)(3)(B) 2 of the Securities Exchange

Act of 1934 (‘‘Act’’), granting approval

of an amendment to the plan for

allocating regulatory responsibility filed

pursuant to Rule 17d–2 of the Act,3 by

the American Stock Exchange LLC

(‘‘Amex’’), the Chicago Board Options

Exchange, Inc. (‘‘CBOE’’), the Chicago

Stock Exchange, Inc. (‘‘CHX’’), the

International Securities Exchange LLC

(‘‘ISE’’), the National Association of

Securities Dealers, Inc. (‘‘NASD’’), the

New York Stock Exchange (‘‘NYSE’’),

the Pacific Exchange, Inc. (‘‘PCX’’), and

the Philadelphia Stock Exchange, Inc.

(‘‘Phlx’’) (collectively the ‘‘SRO

participants’’).

I. Introduction

Section 19(g)(1) of the Act,4 among

other things, requires every national

securities exchange and registered

securities association (‘‘SRO’’) to

examine for, and enforce, compliance by

its members and persons associated

with its members with the Act, the rules

and regulations thereunder, and the

SRO’s own rules, unless the SRO is

relieved of this responsibility pursuant

to Section 17(d) or 19(g)(2) 5 of the Act.

Without this relief, the statutory

obligation of each individual SRO could

result in a pattern of multiple

examinations of broker-dealers that

maintain memberships in more than one

SRO (‘‘common members’’). This

regulatory duplication would add

unnecessary expenses for common

members and their SROs.

Section 17(d)(1) of the Act was

intended, in part, to eliminate

unnecessary multiple examinations and

regulatory duplication.6 With respect to

a common member, Section 17(d)(1)

authorizes the Commission, by rule or

order, to relieve an SRO of the

responsibility to receive regulatory

reports, to examine for and enforce

compliance with applicable statutes,

rules and regulations, or to perform

other specified regulatory functions.

To implement Section 17(d)(1), the

Commission adopted two rules: Rule

17d–1 and Rule 17d–2 under the Act.7

Rule 17d–1, adopted on April 20, 1976,8

authorizes the Commission to name a

single SRO as the designated examine

authority (‘‘DEA’’) to examine common

members for compliance with the

financial responsibility requirements

imposed by the Act, or by Commission

or SRO rules. When an SRO has been

named as a common member’s DEA, all

other SROs to which the common

member belongs are relieved of the

responsibility to examine the firm for

compliance with applicable financial

responsibility rules.

On its face, Rule 17d–1 deals only

with an SRO’s obligations to enforce

broker-dealer’s compliance with the

financial responsibility requirements.

Rule 17d–1 does not relieve an SRO

from its obligation to examine a

common member for compliance with

its own rules and provisions of the

federal securities laws governing

matters other than financial

responsibility, including sales practices,

and trading activities and practices.

To address regulatory duplication in

these other areas, on October 28, 1976,

the Commission adopted Rule 17d–2

under the Act.9 This rule permits SROs

to propose joint plans allocating

regulatory responsibilities with respect

to common members. Under paragraph

(c) of Rule 17d–2, the Commission may

declare such a plan effective if, after

providing for notice and comment, it

determines that the plan is necessary or

appropriate in the public interest and

for the protection of investors, to foster

cooperation and coordination among the

SROs, to remove impediments to and

foster the development of a national

market system and a national clearance

and settlement system, and in

conformity with the factors set forth in

Section 17(d) of the Act. Commission

approval of a plan filed pursuant to Rule

17d–2 relieves an SRO of those

regulatory responsibilities allocated by

the plan to another SRO.

II. The Plan

On September 8, 1983, the

Commission approved the SRO

participants’ plan for allocating

regulatory responsibilities pursuant to

Rule 17d–2.10 The plan reduces

regulatory duplication for a large

number of firms currently members of

two or more of the SRO participants by

allocating regulatory responsibility for

certain option-related sales practice

matters to one of the SRO participants.

Under the plan, the SRO participant

responsible for conducting optionsrelated sales practice examinations of a

firm, and investigating options-related

customer complaints and terminations

for cause of associated persons of that

firm, is known as the firm’s ‘‘Designated

Options Examining Authority’’

(‘‘DOEA’’). Under the plan, only the

Amex, the CBOE, the NASD and the

NYSE are DOEAs. Pursuant to the plan,

any other SRO of which the firm is a

34760 Federal Register / Vol. 65, No. 105 / Wednesday, May 31, 2000 / Notices

member is relieved of these

responsibilities during the period the

firm is assigned to a DOEA.

III. Proposed Amendment to the Plan

On May 8, 2000, the parties submitted

a proposed amendment to the plan. The

primary purpose of the amendment is to

include the ISE as an SRO participant,

and to update the corporate names of

three of the current SRO participants.

The text of the proposed amended 17d–

2 plan is as follows (additions are

italicized; deletions are bracketed):

Agreement among the American Stock

Exchange [Inc.] LLC, the Chicago Board

Options Exchange, Inc., the [Midwest]

Chicago Stock Exchange, Inc., the

International Securities Exchange LLC,

the National Association of Association

of Securities Dealers, Inc., the New York

Stock Exchange, the Pacific [Stock]

Exchange Inc. [Incorporated], and the

Philadelphia Stock Exchange, Inc.,

Pursuant to Rule 17d–2 under the

Securities Exchange Act of 1934.

The Agreement, among the American

Stock Exchange [Inc.] LLC, the Chicago

Board Options Exchange, Inc., the

[Midwest] Chicago Stock Exchange,

Inc., the International Securities

Exchange LLC, the National Association

of Securities Dealers, Inc., the New York

Stock Exchange, the Pacific [Stock]

Exchange Inc. [Incorporated], and the

Philadelphia Stock Exchange, Inc.,

hereinafter collectively referred to as the

Self-Regulatory Organizations (‘‘SROs’’),

is made this 8th day of May, 2000

pursuant to the provisions of SEC Rule

17d–2 under the Securities Exchange

Act of 1934, which calls for agreements

among self-regulatory organizations for

plans to allocate regulatory

responsibility.

WHEREAS, the SROs, are desirous of

allocation regulatory responsibilities

with respect to their common members

(member of two or more of the SROs) for

compliance with rules relating to the

conduct by broker-dealers of accounts

for options trading; and

WHEREAS, the SROs are desirous of

executing a plan for this purpose

pursuant to the provisions of Rule 17d–

2 and filing such plan with the

Securities and Exchange Commission

(‘‘Commission’’) for its approval,

NOW, THEREFORE, in consideration

of the mutual covenants contained

hereafter, the SROs agree as follows:

I. The SRO identified in Exhibit A

hereto as Designated Options Examining

Authority (‘‘DOEA’’) for a common

member will assume, except as noted

below, inspection, examination and

enforcement responsibility for such

common member with respect to

compliance by such member and

persons associated with such member

with (i) the rules of the SROs related to

the conduct of accounts for option

trading, and (ii) the provisions of the

Securities Exchange Act of 1934 and the

rules and regulations thereunder insofar

as they apply to the conduct of accounts

for options trading. Such responsibility

in hereinafter referred to as the DOEA’s

‘‘Regulatory Responsibility.’’ It is

explicitly understood that the DOEA’s

Regulatory Responsibility does not

include, and each of the SROs shall

(unless allocated pursuant to SEC Rule

17d–2 otherwise than under this

Agreement) retain full responsibility for:

(i) Surveillance and enforcement with

respect to trading activities or practices

involving its own marketplace,

including without limitation its rules

relating to the rights and obligations of

specialists and other market makers;

(ii) Registration pursuant to its

applicable rules of broker-dealers’

associated persons as registered options

principals, senior registered options

principals, and compliance registered

options principles; and

(iii) The discharge of its duties and

obligations as a Designated Examining

Authority pursuant to SEC Rule 17d–1.

Furthermore, the DOEA’s Regulatory

Responsibility does not include

evaluation of option-related advertising,

responsibility for which shall remain

with the SRO to which a common

member submits same for approval.

Except as otherwise expressly provided

herein, only the DOEA will discharge

Regulatory Responsibility under this

Agreement.

II. For purposes of this Agreement, the

term ‘‘Enforcement Responsibility, ’’ as

used in the first sentence of Section I,

shall mean the conduct of disciplinary

proceedings to determine whether

violations of pertinent laws, rules or

regulations by common members and

persons associated therewith have

occurred. Such proceedings shall be

conducted by the DOEA, except as

noted below, pursuant to its applicable

procedures. In instances where the

DOEA does not have jurisdiction over

an alleged violation of rules, it shall

refer the matter to the SRO which has

such jurisdiction. The SRO to which

such referral is made shall conduct the

appropriate proceedings pursuant to its

applicable procedures. Apparent

violations of another SRO’s rules

discovered by the DOEA pursuant to the

performance of its Regulatory

Responsibility, but which rules are not

within the scope of the DOEA’s

Enforcement Responsibility, shall be

referred to the relevant SRO for

enforcement proceedings as such other

SRO deems appropriate. However,

nothing contained herein shall preclude

the DOEA in its discretion from

requesting another SRO to conduct an

enforcement proceeding on a matter for

which it has Enforcement

Responsibility. If such other SRO agrees

to do so, the Enforcement Responsibility

in such case shall be deemed transferred

to such other SRO. The SROs each

agree, upon request, to make available

promptly all relevant files, records and/

or witnesses necessary to assist another

SRO in an investigation or enforcement

proceeding.

III. Notwithstanding the Regulatory

Responsibility of the DOEA, the SROs

recognize that each of them may

continue to maintain an available and

appropriate mechanism for considering

and acting upon request for extensions

of time for option transactions pursuant

to Regulation T of the Federal Reserve

Board. Such extension requests may

thus continue to be considered and

acted upon by each SRO. However,

nothing herein shall restrict the right of

any SRO to enter in an agreement with

another SRO relative to the granting of

Regulation T Extensions. The DOEA

will supply all information with respect

to relevant Regulation T enforcement

actions to other SROs of which such

common member is a member.

IV. This Agreement shall be

administered by a committee known as

the Options Self-Regulatory Council

(‘‘Council’’) which shall be composed of

one representative designated by each of

the SROs. Each SRO shall also designate

one or more persons as its alternate

representative(s). In the absence of the

representative of an SRO, such alternate

representative shall have the same

powers, duties and responsibilities as

the representative. Each SRO shall file

with the Chairman of the Council a list

identifying its representative and

alternative representative. Each SRO

may, at any time, by notice to the

Chairman of the Council, replace its

representative and/or its alternate

representative on such Council. A

majority of the full Council shall

constitute a quorum and, unless

specifically otherwise required, the

affirmative vote of a majority of the

Council members present (in person, by

telephone or by written consent) shall

be necessary to constitute action by the

Council. On the first Monday of October

in each year, the Council shall elect one

member of the Council to serve as

Chairman and another to serve as Vice

Chairman (to substitute for the

Chairman in the event of his

unavailability). In each case, such

official shall take office effective January

1 of the next following calendar year

and hold such office through December

Federal Register / Vol. 65, No. 105 / Wednesday, May 31, 2000 / Notices 34761

31 of the calendar year in which he took

office. [Notwithstanding the preceding

relative to the election and tenure of the

Chairman and Vice Chairman, an initial

Chairman and Vice Chairman, named in

Exhibit B hereto, shall assume such

offices on the date of this Agreement is

executed by the SROs and shall hold

such position through December 31 of

the calendar year in which they first

assumed office.] All notices and other

communications for the Council shall be

sent to it in care of the Chairman.

V. Once appointed the DOEA of a

common member, an SRO shall remain;

the DOEA unless either (i) such SRO

requests to be relieved of such

responsibility by giving 30 calendar

days written notice thereof and the

Council accepts such request by

appointing another SRO as the DOEA

(which it shall, barring extraordinary

circumstances, so do), (ii) the common

member ceases to be a member of the

DOEA in which case the Council shall

promptly review the matter and assign

another SRO as DOEA for such firm, or

(iii) the Council, by reallocation,

relieves the DOEA of its responsibilities.

In no case may an SRO of which a

common member is not a member be

appointed such common member’s

DOEA. For no longer than the first two

years of the life of this Agreement

(subject to provisions (i) through (iii)

above), the designations made in Exhibit

A hereto shall remain in effect.

Thereafter, the Council shall make

general reallocations of common

members no less frequently than

biennially. The Council shall make such

general reallocations in accordance with

the provisions of this Agreement, shall

be free in its discretion to retain the

DOEA of any common member, and

shall make such reallocations on the

basis of parity, unless an SRO explicitly

waives such basis. Parity, as used in this

sense, means that, to the extent feasible,

each SRO shall after a reallocation

process, be the DOEA for the same

number of firms as it was prior to such

reallocation. Upon making a

reallocation, the Council shall not

reappoint an SRO as DOEA of a

common member if any other eligible

participant which has not served as

DOEA for such common member

requests appointment as such. Further,

it is intended that appointment of

DOEAs to common members will be

rotated among those SROs which seek

appointment as such, insofar as

practicable. All determinations by the

Council under this Section V with

respect to allocating common members

to a DOEA shall be by the affirmative

vote of a majority of those Council

members which are, at the time of such

determination, DOEA of any common

members; and Council members which

are not DOEA of any common members

shall not be entitled to vote on any such

determination; provided, further, that

no Council member shall be entitled to

vote on any determination by the

Council under this Section V affecting a

specific common member if such

common member is not a member of

such Council member’s SRO. For

purposes of this Section V, the

[Midwest] Chicago Stock Exchange,

Inc., the International Securities

Exchange LLC, the Pacific [Stock]

Exchange, [Incorporated] Inc. and the

Philadelphia Stock Exchange, Inc. shall

not be considered DOEAs. An SRO

which is not considered a DOEA for

allocation purposes under Section V

may apply to the Council to be

considered a DOEA at any meeting of

the Council. All determinations by the

Council with respect to such

applications shall be by the affirmative

vote of a majority of those Council

members, including non-DOEAs, in

attendance at such meeting. However,

no such determinations by the Council

shall affect existing 17d–2 agreements

which participating SROs may have

among themselves.

VI. The DOEA shall conduct a routine

inspection and examination of each

common member allocated to it on a

cycle not less frequently than

determined by the Council. The other

SROs agree that relevant information in

their respective files relative to a

common member will be made available

to the DOEA upon request. At each

quarterly meeting of the Council, each

DOEA will report on the status of its

examination program. In the event a

DOEA believes it will not be able to

complete the annual examination cycle

for its allocated firms, it will so advise

the Council. The Council will undertake

to remedy this situation by allocating

selected firms and, if necessary,

lengthening the cycles for selected

firms.

VII. The Council shall, concurrent

with the execution of this Agreement,

adopt for use by the SROs minimum

option examination and inspection

standards. Such standards will be used

by the DOEA in discharging its

Regulatory Responsibility under this

Agreement. Exhibit C hereto is the

minimum option examination and

inspection standards adopted by the

SROs.

VIII. The DOEA will, upon request,

promptly furnish a copy of the report of

any examination made pursuant to the

provisions of this Agreement to each

other SRO of which the common

member examined is a member.

IX. The DOEA will, routinely, forward

to each other SRO of which a common

member is a member, copies of all

communications regarding deficiencies

noted in a report of examination

conducted by the DOEA. If an

examination conducted by a DOEA

reveals no deficiencies, such fact will

also, upon request, be communicated by

the DOEA to each other SRO of which

the common member concerned is a

member.

X. The DOEA’s Regulatory

Responsibility shall include

investigations into terminations for

cause of persons associated with a

common member relating to options,

unless such termination for cause is

uniquely related to another SRO’s

market. In the latter instance, that SRO

to whose market the termination for

cause relates shall discharge Regulatory

Responsibility with respect to such

termination for cause. In connection

with a DOEA’s examination,

investigation and/or enforcement

proceeding regarding an option-related

termination for cause, the other SROs of

which the common member is a

member shall furnish to the DOEA,

upon request, copies of all pertinent

materials related thereto in their

possession.

XI. It shall be the responsibility of the

DOEA to discharge the Regulatory

Responsibility relative to a written

option-related customer complaint

relevant to a common member allocated

to it, unless such complaint is uniquely

related to another SRO’s market. In the

latter instance, the DOEA shall forward

the complaint to that SRO to whose

market the complaint relates, and the

latter shall discharge Regulatory

Responsibility with respect to such

complaint. If an SRO which is not the

DOEA shall receive a customer

complaint within the DOEA’s

Regulatory Responsibility, such nonDOEA shall promptly forward a copy of

such complaint to the DOEA.

XII. Any written notice required or

permitted to be given under this

Agreement shall be deemed given if sent

by certified mail, return receipt

requested, to each participating SRO

entitled to receipt thereof, to the

attention of the SRO representative on

the Council at the SRO’s then principal

office.

XIII. The costs incurred by each

DOEA in discharging its Regulatory

Responsibility under this Agreement are

not reimbursable. However, any SRO

participants may agree that one or more

will reimburse the other(s) for costs.

34762 Federal Register / Vol. 65, No. 105 / Wednesday, May 31, 2000 / Notices

11 17 CFR 240.17d–2(c).

12See supra, note 10.

13 17 CFR 200.30–3(a)(34)

1 15 U.S.C. 78q(d).

2 15 U.S.C. 78k–1(a)(3)(B).

XIV. The SROs shall notify the

common members of this Agreement by

means of a uniform joint notice

approved by the Council.

XV. This Agreement may be amended

in writing duly approved by each SRO.

XVI. Any of the SROs may manifest

its intention to cancel its participation

in this Agreement at any time upon the

giving to the Council of written notice

thereof at least 90 calendar days prior to

such cancellation. Upon receipt of such

notice the Council shall allocate, in

accordance with the provisions of this

Agreement, those common members for

which the petitioning party was the

DOEA. Until such time as the Council

has completed the reallocation

described above, the petitioning SRO

shall retain all its rights, privileges,

duties and obligations hereunder.

XVII. The cancellation of its

participation in this Agreement by any

SRO shall not terminate this Agreement

as to the SROs which remain

participants. This Agreement will only

terminate when the then participants

therein shall notify the Commission, in

writing, that they will terminate the

Agreement. Such notice shall be given

at least six months prior to the intended

date of termination.

Limitation of Liability

No SRO nor the Council nor any of

their respective directors, governors,

officers, employees or representatives

shall be liable to any other participant

in this Agreement for any liability, loss

or damage resulting from or claimed to

have resulted from any delays,

inaccuracies, efforts or omissions with

respect to the provision of Regulatory

Responsibility as provided hereby or for

the failure to provide any such

Responsibility, except with respect to

such liability, loss or damages as shall

have been suffered by one or more of the

SROs and caused by the willful

misconduct of the other participants or

their respective directors, governors,

officers, employees or representatives.

No warranties, express or implied, are

made by any or all of the SROs or the

Council with respect to any Regulatory

Responsibility to be performed by each

of them hereunder.

Relief from Responsibility

Pursuant to Section 17(d)(1)(A) of the

Securities Exchange Act of 1934 and

Rule 17d–2 promulgated pursuant

thereto, the SROs join in requesting the

Securities and Exchange Commission,

upon its approval of this Agreement or

any part thereof, to relieve those SROs

which are from time to time participants

in this Agreement which are not the

DOEA as to a common member of any

and all Regulatory Responsibility with

respect to the matters allocated to the

DOEA.

In Witness Whereof, the SROs hereto

have executed this Agreement as of the

date and year first above written.

Exhibit A—Designated Option

Examining Authorities

American Stock Exchange, LLC

Chicago Board Options Exchange, Inc.

National Association of Securities

Dealers, Inc.

New York Stock Exchange, Inc.

IV. Solicitation of Comments

Interested persons are invited to

submit written data, views, and

arguments concerning the amended

plan. 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 amended

plan that are filed with the Commission,

and all written communications relating

to the amended plan 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 at

the Commission’s Public Reference

Room. Copies of such filing will also be

available for inspection and copying at

the principal office of each of the SRO

participants. All submissions should

refer to File No. S7–966 and should be

submitted by June 21, 2000.

V. Discussion

The Commission continues to believe

that the proposed plan is an

achievement in cooperation among the

SRO participants, and will reduce

unnecessary regulatory duplication by

allocating to the designated SRO the

responsibility for certain options-related

sales practice matters that would

otherwise be performed by multiple

SROs. The plan promotes efficiency by

reducing costs to firms that are members

of more than one of the SRO

participants. In addition, because the

SRO participants coordinate their

regulatory functions in accordance with

the plan, the plan promotes, and will

continue to promote, investor

protection.

Under paragraph (c) of Rule 17d–2,

the Commission may, after appropriate

notice and comment, declare a plan, or

any part of a plan, effective.11 In this

instance, the Commission believes that

appropriate notice and comment can

take place after the proposed

amendment is effective. The primary

purpose of the amendment is to add the

ISE as an SRO participant. By approving

it today, the amendment can be

implemented prior to the ISE beginning

its operations. In addition, the original

plan was published for comment, and

no comments were received.12 The

Commission does not believe that the

amendment raises any new regulatory

issues.

This order gives effect to the amended

plan submitted to the Commission that

is contained in File No. S7–966. The

SRO participants shall notify all

members affected by the amended plan

of their rights and obligations under the

amended plan.

It is therefore ordered, pursuant to

Sections 17(d) and 11A(a)(3)(B) of the

Act, that the amended plan of the Amex,

the CBOE, the CHX, the ISE, the NASD,

the NYSE, the PCX, and the Phlx filed

pursuant to Rule 17d–2 is approved.

It is further ordered that those SRO

participants that are not the DOEA as to

a particular member are relieved of

those responsibilities allocated to the

member’s DOEA under the amended

plan.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.13

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–13530 Filed 5–30–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–42815, File No. 4–431]

Program for Allocation of Regulatory

Responsibilities Pursuant to Rule 17d–

2; Order Granting Approval of Plan

Allocating Regulatory Responsibility;

International Securities Exchange LLC

and National Association of Securities

Dealers, Inc.

May 23, 2000.

Notice is hereby given that the

Securities and Exchange Commission

(‘‘SEC or Commission’’) has issued an

Order, pursuant to Sections 17(d) 1 and

11A(a)(3)(B) 2 of the Securities Exchange

Act of 1934 (‘‘Act’’), granting approval

of the plan, as amended, for allocating

regulatory responsibility filed pursuant