Federal Register / Vol. 65, No. 196 / Tuesday, October 10, 2000 / Notices 60227

Office of the Administrator. Effective

August 28, 2000.

Staff Assistant to the Administrator.

Effective August 31, 2000.

Department of Commerce

Director of Communications to the

Under Secretary for Technology.

Effective August 10, 2000.

Executive Assistant to the Secretary of

Commerce. Effective August 10, 2000.

Department of Defense

Special Assistant to the Deputy

Secretary of Defense. Effective August

15, 2000.

Assistant for Plans and Policy

(International and Security Affairs) to

the Secretary of Defense. Effective

August 21, 2000.

Staff Assistant to the Secretary of

Defense (International Security Affairs).

Effective August 21, 2000.

Department of Education

Confidential Assistant to the Director,

White House Liaison. Effective August

2, 2000.

Special Assistant to the Deputy

Assistant Secretary, Policy Planning and

Innovation. Effective August 16, 2000.

Director, Scheduling and Briefing

Staff to the Chief of Staff. Effective

August 29, 2000.

Department of Energy

Director of Communications to the

Assistant Secretary for Energy

Efficiency. Effective August 10, 2000.

Daily Scheduler to the Director, Office

of Scheduling and Advance. Effective

August 10, 2000.

Deputy Director, Office of the

Consumer Information to the Director,

Office of Consumer Information.

Effective August 15, 2000.

Special Assistant to the Director of

Policy. Effective August 21, 2000.

Department of Health and Human

Services

Director of Scheduling to the Chief of

Staff, Office of the Secretary. Effective

August 16, 2000.

Deputy Director of Scheduling to the

Director of Scheduling. Effective August

18, 2000.

Confidential Assistant (Scheduling) to

the Director of Scheduling. Effective

August 21, 2000.

Congressional Liaison Specialist to

the Deputy Assistant Secretary for

Legislation (Congressional Liaison).

Effective August 23, 2000.

Department of Housing and Urban

Development

Special Assistant to the Special

Assistant/Director, Interfaith

Community Outreach. Effective August

18, 2000.

Department of the Interior

Administrative Aide (Office

Automation) to the Director Scheduling

Office. Effective August 4, 2000.

Department of Labor

Special Assistant to the Director of

Womens’s Bureau. Effective August 10,

2000.

Department of State

Special Assistant to the Director,

White House Liaison. Effective August

11, 2000.

Department of Transportation

Special Assistant to the Assistant to

the Secretary and Director of Public

Affairs. Effective August 4, 2000.

Department of the Treasury

Advisor to the Secretary and Director

of Strategic Planning, Scheduling and

Advance to the Chief of Staff. Effective

August 2, 2000.

Deputy Director for Strategic

Planning, Scheduling and Advance to

the Advisor to the Secretary and

Director, Strategic Planning, Scheduling

and Advance. Effective August 2, 2000.

Special Assistant to the Director of

Strategic Planning, Scheduling and

Advance. Effective August 30, 2000.

Federal Communications Commission

Special Assistant for Policy and

Communications to the Director, Office

of Media Relations. Effective August 10,

2000.

Authority: 5 U.S.C. 3301 and 3302; E.O.

10577, 3 CFR 1954–1958 Comp., p. 218.

Office of Personnel Management.

Janice R. Lachance,

Director.

[FR Doc. 00–25909 Filed 10–6–00; 8:45 am]

BILLING CODE 6325–01–P

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

24672; 812–12046]

Equity Managers Trust, et al.; Notice of

Application

October 2, 2000.

AGENCY: Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of an application for an

order under section 12(d)(1)(J) of the

Investment Company Act of 1940 (the

‘‘Act’’) for an exemption from sections

12(d)(1)(A) and (B) of the Act, under

sections 6(c) and 17(b) of the Act for an

exemption from section 17(a) of the Act,

and under section 17(d) of the Act and

rule 17d–1 under the Act to permit

certain joint transactions.

Summary of Application: Applicants

request an order to permit certain

registered open-end management

investment companies to invest

uninvested cash and cash collateral in

affiliated money market funds.

Applicants: Equity Managers Trust,

Global Managers Trust, Income

Managers Trust (collectively, the

‘‘Managers Trusts’’), Neuberger Berman

Equity Funds, Neuberger Berman Equity

Trust, Neuberger Berman Equity Assets,

Neuberger Berman Equity Series,

Neuberger Berman Income Funds,

Neuberger Berman Income Trust

(collectively, with the Managers Trusts,

the ‘‘Trusts’’), Neuberger Berman

Management Inc. (‘‘NBMI’’) and

Neuberger Berman, LLC (‘‘Neuberger

Berman’’ together with NBMI, the

‘‘Adviser’’).

Filing Dates: The application was

filed March 28, 2000 and amended on

July 31, 2000 and September 5, 2000.

Applicants have agreed to file an

amendment during the notice period,

the substance of which is reflected in

this notice.

Hearing or Notification of Hearing: An

order granting the application will be

issued unless the Commission orders a

hearing. Interested persons may request

a hearing by writing to the

Commission’s Secretary and serving

applicants with a copy of the request,

personally or by mail. Hearing requests

should be received by the Commission

by 5:30 p.m. on October 27, 2000, and

should be accompanied by proof of

service on applicants, in the form of an

affidavit, or, for lawyers, a certificate of

service. Hearing requests should state

the nature of the writer’s interest, the

reason for the request, and the issues

contested. Persons who wish to be

notified of a hearing may request

notification by writing to the

Commission’s Secretary.

ADDRESSES: Secretary, Securities and

Exchange Commission, 450 Fifth Street,

NW., Washington, DC 20549–0609;

Applicants, NBMI and the Trusts, 605

Third Avenue, 2nd Floor, New York,

NY 10158–0180, Neuberger Berman, 605

Third Avenue, 21st Floor, New York,

NY 10158–3698.

FOR FURTHER INFORMATION CONTACT:

Deepak T. Pai, Senior Counsel, at (202)

942–0574 or Janet M. Grossnickle,

Branch Chief, at (202) 942–0564,

(Division of Investment Management,

Office of Investment Company

Regulation).

60228 Federal Register / Vol. 65, No. 196 / Tuesday, October 10, 2000 / Notices

1Applicants also wish to have the flexibility to

allow the Funds to engage directly in the

transactions described in the application if, in the

future, the Funds were to terminate their masterfeeder structure and instead invest directly in

investment securities as single-tier funds. To have

this flexibility, applicants request relief to engage in

the transactions described in the application on

behalf of each Fund as well as each Portfolio.

Applicants further acknowledge that if the Funds

terminate their master-feeder structure, the Funds

will rely on the requested relief only in accordance

with all of the terms and conditions of the

application.

2All existing investment companies that

currently intend to rely on the requested relief have

been named as applicants, and any entities that rely

on the requested order in the future will do so only

in accordance with the terms and conditions of the

application.

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee at the

Commission’s Public Reference Branch,

450 Fifth Street, NW., Washington, DC

20549–0102 (telephone (202) 942–8090).

Applicants’ Representations

1. Each of Neuberger Berman Equity

Funds, Neuberger Berman Equity Trust,

Neuberger Berman Equity Assets,

Neuberger Berman Equity Series,

Neuberger Berman Income Funds, and

Neuberger Berman Income Trust is a

Delaware business trust registered under

the Act as an open-end management

investment company. Neuberger

Berman Equity Funds currently has

eleven series, Neuberger Berman Equity

Trust has eleven series, Neuberger

Berman Equity Assets has seven series,

Neuberger Berman Equity Series has one

series, Neuberger Berman Income Funds

has seven series, and Neuberger Berman

Income Trust has two series which are

seeking the requested relief

(collectively, the ‘‘Funds’’). Each of the

Managers Trusts is a New York common

law trust, registered under the Act as an

open-end management investment

company. Equity Managers Trust

currently has ten series, Global

Managers Trust has one series, and

Income Managers Trust has seven series

which are seeking the requested relief

(collectively, the ‘‘Portfolios’’). NBMI is

the investment manager of each

Portfolio and administrator to each

Fund. Neuberger Berman serves as the

subadviser to each Portfolio. Both NBMI

and Neuberger Berman are registered as

investment advisers under the

Investment Advisers Act of 1940.

2. Each Fund is a ‘‘feeder fund’’ that

seeks to achieve its investment objective

by investing all of its net investable

assets, in reliance on section 12(d)(1)(E)

of the Act, in its corresponding

Portfolio, which is a ‘‘master fund’’.1

Applicants also request relief for all

other registered open-end investment

companies or any series thereof that are

advised by the Adviser or by any entity

controlling, controlled by, or under

common control (within the meaning of

section 2(a)(9) of the Act) with the

Adviser.2

3. Each Investing Portfolio (as defined

below) has, or may be expected to have,

cash that has not been invested in

portfolio securities (‘‘Uninvested

Cash’’). Uninvested Cash may result

from a variety of sources, including

dividends or interest received on

portfolio securities, unsettled securities

transactions, reserves held for

investment strategy purposes, scheduled

maturity of investments, liquidation of

investment securities to meet

anticipated redemptions or dividend

payments, and new monies received

from investors. Currently, the Investing

Portfolios can invest Uninvested Cash

directly in money market instruments.

Certain of the Investing Portfolios also

may participate in a securities lending

program under which an Investing

Portfolio may lend its portfolio

securities to registered broker-dealers or

other institutional investors. The loans

are continuously secured by collateral

equal at all times to at least the market

value of the securities loaned. Collateral

for these loans may include cash (‘‘Cash

Collateral,’’ and together with

Uninvested Cash, ‘‘Cash Balances’’).

4. Applicants request relief to the

extent necessary to permit (a) the

Portfolios to utilize Uninvested Cash to

purchase shares of one or more existing

or future registered open-end

management investment companies

advised by the Adviser that are money

market funds (‘‘Money Market Funds’’)

(a Portfolio that purchases shares of the

Money Market Funds is referred to as an

‘‘Investing Portfolio’’); (b) each of the

Investing Portfolios to utilize Cash

Collateral received from borrowers of its

portfolio securities in connection with

the Investing Portfolio’s securities

lending activities to purchase shares of

one or more of the Money Market

Funds; (c) the Money Market Funds to

sell their shares to, and to purchase

such shares from, the Investing

Portfolios; and (d) the Adviser to effect

such purchases and sales. The Money

Market Funds seek current income,

liquidity and capital preservation by

investing exclusively in short-term

money market instruments that are

valued at their amortized cost pursuant

to the requirements of rule 2a–7 under

the Act. Applicants submit that

investing Cash Balances in shares of the

Money Market Funds is in the best

interest of the Funds, their shareholders,

and each Fund’s corresponding

Investing Portfolios, because the

Investing Portfolios expect to benefit

from economies of scale that maximize

investment opportunities, minimize

credit and interest rate risk, facilitate

management of liquidity, and minimize

administrative costs.

Applicants’ Legal Analysis

1. Section 12(d)(1)(A) of the Act

provides that no registered investment

company may acquire securities of

another investment company if such

securities represent more than 3% of the

acquired company’s outstanding voting

stock, more than 5% of the acquiring

company’s total assets, or if such

securities, together with the securities of

other acquired investment companies,

represented more than 10% of the

acquiring company’s total assets.

Section 12(d)(1)(B) of the Act provides

that no registered open-end investment

company sell its securities to another

investment company if the sale will

cause the acquiring company to own

more than 3% of the acquired

company’s voting stock, or if the sale

will cause more than 10% of the

acquired company’s voting stock to be

owned by investment companies.

2. Section 12(d)(1)(J) of the Act

provides that the Commission may

exempt any person, security or

transaction (or classes thereof) from any

provision of section 12(d)(1) if, and to

the extent that, the exemption is

consistent with the public interest and

the protection of investors. Applicants

request an exemption from the

provisions of sections 12(d)(1)(A) and

(B) to the extent necessary to permit

each Investing Portfolio to invest Cash

Balances in the Money Market Funds.

3. Applicants state that the proposed

arrangement would not result in the

abuses that sections 12(d)(1)(A) and (B)

were intended to prevent. Applicants

state that because each Money Market

Fund will maintain a highly liquid

portfolio, an Investing Portfolio will not

be in a position to gain undue influence

over a Money Market Fund. Applicants

represent that the proposed arrangement

will not result in an inappropriate

layering of fees because shares of the

Money Market Funds sold to the

Investing Portfolios will not be subject

to a sales load, redemption fee,

distribution fee under a plan adopted in

accordance with rule 12b–1 or service

fee (as defined in rule 2830(b)(9) of the

National Association of Securities

Dealers, Inc. (‘‘NASD’’) Conduct Rules)

or, if such shares are subject to any such

fees in the future, the Adviser will

waive its advisory fee for each Investing

Portfolio in an amount that offsets the

Federal Register / Vol. 65, No. 196 / Tuesday, October 10, 2000 / Notices 60229

3 If the exemptive relief requested is granted, the

current fundamental investment restrictions of any

Investing Portfolio would not preclude the

Investing Portfolio from investing Uninvested Cash

in shares of the Money Market Funds.

amount of such fees incurred by the

Investing Portfolio. Applicants state that

if a Money Market Fund offers more

than one class of shares, an Investing

Portfolio will invest its Cash Balances

only in the class with the lowest

expense ratio (taking into account the

expected impact of the Investing

Portfolio’s investment) at the time of the

investment. In connection with

approving any advisory contract, the

boards of trustees of the Investing

Portfolios (each a ‘‘Board’’ and together

the ‘‘Boards’’), including a majority of

the trustees who are not ‘‘interested

persons,’’ as defined in section 2(a)(19)

of the Act (‘‘Independent Trustees’’) will

consider to what extent, if any, the

advisory fees charged to each Investing

Portfolio by the Adviser should be

reduced to account for reduced services

provided to the Investing Portfolio by

the Adviser as a result of Uninvested

Cash being invested in the Money

Market Funds. Applicants represent that

no Money Market Fund will acquire

securities of any other investment

company in excess of the limitations

contained in section 12(d)(1)(A) of the

Act, except to the extent permitted by

section 12(d)(1)(E) of the Act.

4. Section 17(a) of the Act makes it

unlawful for any affiliated person of a

registered investment company, acting

as principal, to sell or purchase any

security to or from the company.

Section 2(a)(3) of the Act defines an

‘‘affiliated person’’ of an investment

company to include the investment

adviser, any person that owns 5% or

more of the outstanding voting

securities of that company, and any

person directly or indirectly controlling,

controlled by, or under common control

with the investment company.

Applicants state that as the investment

adviser of the Funds and Portfolios, the

Adviser is an affiliated person of each

of these entities under section 2(a)(3) of

the Act. Applicants state that the

Portfolios share a common investment

adviser and some Funds and Portfolios

share common boards of trustees, the

Funds and Portfolios may be considered

affiliated persons of each other under

section 2(a)(3) by virtue of being

deemed to be under common control. In

addition, applicants submit that an

Investing Portfolio may own more than

5% of the outstanding shares of

beneficial interest of one or more of the

Money Market Funds. Therefore,

applicants state that the Investing

Portfolio and the Money Market Funds

might be deemed affiliated persons (or

affiliates of an affiliate) of each other.

Accordingly, applicants state that the

sale of shares of the Money Market

Funds to the Investing Portfolios, and

the redemption of such shares, would be

prohibited under section 17(a).

5. Section 17(b) of the Act authorizes

the Commission to exempt a proposed

transaction from section 17(a) of the Act

if the terms of the proposed transaction,

including the consideration to be paid

or received, are fair and reasonable and

do not involve overreaching on the part

of any person concerned, the proposed

transaction is consistent with the

policies of each registered investment

company involved, and with the general

purposes of the Act. Section 6(c) of the

Act provides, in part, that the

Commission may exempt any person,

security or transaction, or any class or

classes of persons, securities or

transactions, from any provision of the

Act if, and to the extent that such

exemption is necessary or appropriate

in the public interest and is consistent

with the protection of investors and the

purposes fairly intended by the policy

and provisions of the Act.

6. Applicants submit that the request

for relief satisfies the standards of

sections 17(b) and 6(c) of the Act.

Applicants state that the Investing

Portfolios will purchase and sell shares

on the same terms and on the same basis

as shares are purchased and sold by all

other shareholders of the Money Market

Funds. In addition, under the proposed

transactions, the Investing Portfolios

will retain their ability to invest their

Cash Balances directly in money market

instruments as permitted by each

Investing Portfolio’s investment

objectives and policies. Applicants state

that each of the Money Market Funds

reserves the right to discontinue selling

shares to any of the Investing Portfolios

if the Money Market Fund board of

trustees determines that such sales

would adversely affect its portfolio

management and operations. Applicants

further state that investment of Cash

Balances in shares of the Money Market

Funds will be made only if not

prohibited by such Investing Portfolio’s

respective investment restrictions and

the policies as set forth in the

prospectuses and statements of

additional information of its

corresponding Funds.3

7. Section (d) of the Act and rule 17d–

1 under the Act prohibit an affiliated

person of an investment company,

acting as principal, from participating in

or effecting any transaction in

connection with any joint enterprise or

joint arrangement in which the

investment company participates,

unless the Commission has issued an

order authorizing the arrangement.

Applicants state that the Investing

Portfolios (by purchasing shares of the

Money Market Funds), the Adviser (by

managing the assets of the Investing

Portfolios invested in the Money Market

Funds), and the Money Market Funds

(by selling shares to and redeeming

them from the Investing Portfolios)

could be deemed to be participants in a

joint enterprise or other joint

arrangement within the meaning of

section 17(d) of the Act and rule 17d–

1 thereunder.

8. In determining whether to

authorize a joint transaction, the

Commission considers whether the

proposed transaction is consistent with

the provisions, policies, and purposes of

the Act, and the extent to which the

participation is on a basis different from

or less advantageous than that of other

participants. Applicants submit that the

proposed transactions meet these

standards because the investments by

the Investing Portfolios in shares of the

Money Market Funds would be

indistinguishable from any other

shareholder account maintained by the

Money Market Funds and the

transactions will be consistent with the

Act.

Applicants’ Conditions

Applicants agree that the requested

exemption will be subject to the

following conditions:

1. Investment of Cash Balances in

shares of the Money Market Funds will

be in accordance with each Investing

Portfolio’s respective investment

restrictions, if any, and will be

consistent with its corresponding

Funds’ policies as recited in such

Funds’ prospectuses and statements of

additional information (and any

supplements thereto). Investing

Portfolios that are money market funds

will not acquire shares of any Money

Market Fund that does not comply with

the requirements of rule 2a–7 under the

Act.

2. Shares of the Money Market Funds

sold to and redeemed by the Investing

Portfolios will not be subject to a sales

load, redemption fee, distribution fee

adopted in accordance with rule 12b–1

under the Act, or service fee (as defined

in rule 2830(b)(9) of the NASD Conduct

Rules), or if such shares are subject to

any such fee, the Adviser will waive its

advisory fee for each Investing Portfolio

in an amount that offsets the amount of

such fees incurred by the Investing

Portfolio.

3. Prior to reliance on the order by an

Investing Portfolio, the Board of the

60230 Federal Register / Vol. 65, No. 196 / Tuesday, October 10, 2000 / Notices

1 15 U.S.C. 78s(b)(1).

2 17 CFR 240.19b–4.

3 In Amendment No. 1, which was incorporated

into the proposed rule change, CHX replaced a

reference to ‘‘trust issued receipts’’ with a reference

to ‘‘a series of HOLDRs’’ in the text of proposed

Interpretation and Policy .01 to CHX Rule 27. See

Letter from Ellen J. Neely, Vice President and

General Counsel, CHX, to Andrew Shipe, Attorney,

Division of Market Regulation (‘‘Division’’),

Commission, dated June 6, 2000.

4Securities Exchange Act Release No. 42049

(June 28, 2000), 65 FR 42049.

5 In Amendment No. 2, CHX changed all

references to ‘‘HOLDRs’’ in the proposed rule text

to ‘‘trust issued receipts.’’ See Letter from Ellen J.

Neely, Vice President and General Counsel, CHX,

to Heather Traeger, Attorney, Division,

Commission, dated September 5, 2000.

6 In Amendment No. 3, CHX changed the

proposed rule text to clarify that the listing criteria

apply to each ‘‘security’’ underlying the trust issued

receipt, not each ‘‘company.’’ See Letter from Ellen

J. Neely, Vice President and General Counsel, CHX

to Heather Traeger, Attorney, Division,

Commission, dated September 19, 2000.

7 17 CFR 240.19b–4.

8See letter from Scott Van Hatten, Legal Counsel,

Derivative Securities, Amex, to Nancy Sanow,

Assistant Director, Division, Commission, dated

May 24, 2000. In Amendment No. 1, Amex made

several technical changes that were incorporated

into the proposed rule change when it was noticed

in the Federal Register. Amex also clarified that it,

and not the Commission, may approve a series of

HOLDRs for listing pursuant to Rule 19b–4(e)

provided each of the component securities satisfies

the proposed listing criteria.

9Securities Exchange Act Release No. 42895

(June 2, 2000), 65 FR 36853.

10 In Amendment No. 2, Amex changed all

references to ‘‘HOLDRs’’ in the proposed rule text

to ‘‘trust issued receipts.’’ See Letter from Scott Van

Hatten, Legal Counsel, Amex, to Nancy Sanow,

Assistant Director, Division, Commission, dated

August 25, 2000.

11Rule 19b–4(e) provides that the listing and

trading of a new derivative securities product by a

self-regulatory organization (‘‘SRO’’) shall not be

deemed a proposed rule change, pursuant to

paragraph (c)(1) of Rule 19b–4, if the Commission

has approved, pursuant to section 19(b) of the Act,

the SRO’s trading rules, procedures and listing

standards for the product class that include the new

derivative securities product and the self-regulatory

organization has surveillance program for the

product class. 17 CFR 240.19b–4(e).

Managers Trust of which the Investing

Portfolio is a series will hold a meeting

for the purpose of voting on an advisory

contract under section 15 of the Act.

Before approving any advisory contract

for an Investing Portfolio, each such

Board, including a majority of the

Independent Trustees, taking into

account all relevant factors, shall

consider to what extent, if any, the

advisory fee charged to the Investing

Portfolio by the Adviser should be

reduced to account for reduced services

provided to the Investing Portfolio by

the Adviser as a result of Uninvested

Cash being invested in the Money

Market Funds. In connection with this

consideration, the Adviser to the

Investing Portfolio will provide the

Boards with specific information

regarding the approximate cost to the

Adviser of, or portion of the advisory fee

under the existing advisory fee

attributable to, managing the

Uninvested Cash of the Investing

Portfolio that can be expected to be

invested in the Money Market Funds.

The minute books of the Investing

Portfolio will record fully the Boards’

consideration in approving the advisory

contract, including the considerations

referred to above.

4. Each Investing Portfolio will invest

Uninvested Cash in, and hold shares of,

the Money Market Funds only to the

extent that the Investing Portfolio’s

aggregate investment of Uninvested

Cash in all Money Market Funds does

not exceed 25 percent of the Investing

Portfolio’s total assets. For purposes of

this limitation, each Investing Portfolio

will be treated as a separate investment

company.

5. Each Investing Portfolio, each

Money Market Fund, and any future

investment company that may rely on

the order shall be part of the same group

of investment companies as defined in

section 12(d)(1)(G)(ii) of the Act and

shall be advised, or provided the

Adviser manages the Cash Balances,

sub-advised by the Adviser, or a person

controlling, controlled by, or under

common control with the Adviser.

6. No Money Market Fund in which

an Investing Portfolio invests shall

acquire securities of any other

investment company in excess of the

limits contained in section 12(d)(1)(A)

of the Act, except as permitted by

section 12(d)(1)(E) of the Act.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–25865 Filed 10–6–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–43396; File No. SR–CHX–

00–16 and SR–Amex–00–10]

Self-Regulatory Organizations; Order

Approving Proposed Rule Change and

Amendment No. 1 Thereto and Notice

of Filing and Order Granting

Accelerated Approval of Amendment

Nos. 2 and 3 by the Chicago Stock

Exchange, Inc. Relating to the Listing

and Trading of Trust Issued Receipts,

and Order Approving Proposed Rule

Change and Amendment No. 1 Thereto

and Notice of Filing and Order

Granting Accelerated Approval of

Amendment No. 2 by the American

Stock Exchange LLC Relating to the

Listing and Trading of Trust Issued

Receipts

September 29, 2000.

I. Introduction

On May 5, 2000, the Chicago Stock

Exchange, Incorporated (‘‘CHX’’), filed

with the Securities and Exchange

Commission (‘‘Commission’’), pursuant

to Section 19(b)(1) of the Securities

Exchange Act of 1934 (‘‘Act’’),1 and

Rule 19b–4 thereunder,2 a proposed rule

change relating to the listing and trading

of trust issued receipts. On June 7, 2000,

CHX filed Amendment No. 1 to the

proposal.3 The proposed rule change

and Amendment No. 1 were published

in the Federal Register on July 7, 2000.4

No comments were received on the

proposal. On September 7, 2000, CHX

filed Amendment No. 2 to the

proposal.5 On September 20, 2000, CHX

filed Amendment No. 3 to the

proposal.6 This notice and order

approves the proposed rule change and

Amendment No. 1, solicits comment

from interested persons on Amendment

Nos. 2 and 3, and approves Amendment

Nos. 2 and 3 on an accelerated basis.

On February 14, 2000, the American

Stock Exchange LLC (‘‘Amex’’)

submitted to the Commission, pursuant

to Section 19(b)(1) of the Act and Rule

19b–4 thereunder,7 a proposed rule

change relating to generic listing

standards for trust issued receipts. On

June 2, 2000, Amex filed Amendment

No. 1.8 The proposed rule change and

Amendment No. 1 were published for

comment in the Federal Register on

June 12, 2000.9 No comments were

received on the proposal. On August 29,

2000, Amex filed Amendment No. 2 to

the proposal.10 This notice and order

approves the proposed rule change and

Amendment No. 1, solicits comment

from interested persons on Amendment

No. 2, and approves Amendment No. 2

on an accelerated basis.

II. Description of the Proposals

The proposals would amend CHX

Article XXVII, Rule 27 and Amex Rule

1202 to provide generic standards that

permit listing and trading, or trading

pursuant to unlisted trading privileges

(‘‘UTP’’), of trust issued receipts

pursuant to Rule 19b–4(e) of the Act.11

This procedure would allow Amex and

CHX to begin trading qualifying

products without the need for notice

and comment and Commission approval

under section 19(b) of the Act, thus

reducing the Exchanges’ regulatory

burden, and benefiting the public

interest.

Amex and CHX believe that their

proposals supplement the existing