60700 Federal Register / Vol. 65, No. 198 / Thursday, October 12, 2000 / Notices

5. No Fund of Funds or Fund of

Funds Affiliate will cause a Rydex Fund

to purchase a security from any

underwriting or selling syndicate in

which a principal underwriter is an

officer, director, member of an advisory

board, investment adviser, or employee

of the Fund of Funds, or a person of

which any such officer, director,

member of an advisory board,

investment adviser, employee is an

affiliated person (each an ‘‘Underwriting

Affiliate’’). An offering of securities

during the existence of an underwriting

or selling syndicate of which principal

underwriter is an Underwriting Affiliate

is considered an ‘‘Affiliated

Underwriting.’’

6. The Board of Trustees, including a

majority of the disinterested trustees,

will adopt procedures reasonably

designed to monitor any purchases of

securities by a Rydex Fund in an

Affiliated Underwriting, including any

purchases made directly from an

Underwriting Affiliate. The Board of

Trustees will review these purchases

periodically, but no less frequently than

annually, to determine whether the

purchases were influenced by the

investment by the Fund of Funds in

shares of the Rydex Fund.

The Board of Trustees should

consider, among other things: (a)

Whether the purchases were consistent

with the investment objectives and

policies of the Rydex Fund; (b) how the

performance of securities purchased in

an Affiliated Underwriting compares to

the performance of comparable

securities purchased during a

comparable period of time in

underwritings other than Affiliated

Underwritings or to a benchmark such

as a comparable market index; and (c)

whether the amount of securities

purchased by the Rydex Fund in

Affiliated Underwritings and the

amount purchased directly from an

Underwriting Affiliate have

significantly from prior years. The

Board of Trustees will take any

appropriate actions based on its review,

including, if appropriate, the institution

of procedures designed to assure that

purchases of securities from Affiliated

Underwritings are in the best interests

of shareholders.

7. The Trusts shall maintain and

preserve permanently in an easily

accessible place a written copy of the

procedures described in the preceding

condition, and any modifications, and

will maintain and preserve for a period

not less than six years from the end of

the fiscal year in which any purchase

from an Affiliated Underwriting

occurred, the first two years in an easily

accessible place, a written record of

each purchase, setting forth from whom

the securities were acquired, the

identity of the underwriting syndicate’s

members, the terms of the purchase, and

the information or materials upon

which the Board of Trustee’s

determinations were made.

8. Prior to an investment in shares of

a Rydex Fund in excess of the limit in

section 12(d)(1)(A)(i), each Fund of

Funds and the appropriate Trust will

execute an agreement stating, without

limitation, that the board of directors of

the Fund of Funds and the Fund of

Funds Adviser have read the notice of

the application requesting the order,

understand the terms and conditions of

the order and agree to fulfill their

responsibilities under the order. At the

time of its investment in shares of a

Rydex Fund in excess of the limit in

section 12(d)(1)(A)(i), a Fund of Funds

will notify the Rydex Fund of the

investment. At such time, the Fund of

Funds also will transmit to the Rydex

Fund a list of the names of each Fund

of Funds Affiliate and Underwriting

Affiliate.

The Fund of Funds will notify the

Rydex Fund of any changes to the list

as soon as reasonably practicable after a

change occurs. The Rydex Fund and the

Fund of Funds will maintain and

preserve a copy of the order, the

agreement, and the list with any

updated information for a period of not

less than six years from the end of the

fiscal year in which any investment

occurred, the first two years in an easily

accessible place.

9. Prior to approving any advisory

contract under section 15 of the Act, the

board of directors of each Fund of

Funds, including a majority of the

disinterested directors, will find that the

advisory fees charged under the contract

are based on services provided that will

be in addition to, rather than

duplicative of, the services provided

under the advisory contract of any

Rydex Fund in which the Fund of

Funds may invest. These findings and

their basis will be recorded fully in the

minute books of the appropriate Fund of

Funds.

10. A Fund of Funds Adviser will

waive fees otherwise payable to it by a

Fund of Funds in an amount at least

equal to any compensation (including

fees received pursuant to a plan adopted

by a Rydex Fund under rule 12b–1

under the Act) received by the Fund of

Funds Adviser or an affiliated person of

the Funds of Funds Adviser from the

Rydex Funds in connection with the

investment by the Funds of Funds in the

Rydex Funds.

11. Any sales charges and/or service

fees with respect to shares of the Fund

of Funds will not exceed the applicable

limits set forth in rule 2830 of the NASD

Conduct Rules.

12. No Rydex Fund will acquire

securities of any other investment

company in excess of the limits

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

Act, except to the extent permitted by

section 12(d)(1)(E) of the Act or an

exemptive order that allows the Rydex

Fund to purchase shares of an affiliated

money market fund for short-term cash

management purposes.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–26183 Filed 10–11–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. IC–24677; File No. 812–12030]

First Allmerica Financial Life Insurance

Company, et al.

October 5, 2000.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’ or ‘‘Commission’’).

ACTION: Notice of application for an

order under section 6(c) of the

Investment Company Act of 1940 (the

‘‘1940 Act’’) granting exemptions from

the provisions of sections 2(a)(32), 22(c),

and 27(i)(2)(A) of the 1940 Act and Rule

22c–1 thereunder to permit the

deduction of a monthly charge upon

termination of an Optional Insurance

Rider.

APPLICANTS: First Allmerica Financial

Life Insurance Company (‘‘First

Allmerica’’) and Allmerica Financial

Life Insurance and Annuity Company

(‘‘Allmerica Financial’’) (hereinafter

referred to as the ‘‘Companies’’) together

with Separate Account VA–K of First

Allmerica, Allmerica Select Separate

Account of First Allmerica, Separate

Account VA–P of First Allmerica,

Separate Account KG of First Allmerica,

Separate Account KGC of First

Allmerica, Separate Account VA–K of

Allmerica Financial, Allmerica Select

Separate Account of Allmerica

Financial, Separate Account VA–P of

Allmerica Financial, Separate Account

KG of Allmerica Financial, Separate

Account KGC of Allmerica Financial

(together, the ‘‘Separate Accounts’’), and

Allmerica Investments, Inc. (collectively

‘‘Applicants’’).

SUMMARY OF APPLICATION: Applicants

seek an order under section 6(c) of the

1940 Act, to the extent necessary to

Federal Register / Vol. 65, No. 198 / Thursday, October 12, 2000 / Notices 60701

permit the deduction of a monthly

charge from variable deferred annuity

contracts (the ‘‘Contracts’’), for optional

insurance riders (‘‘Optional Insurance

Riders’’) upon surrender of a Contract,

that the Companies will issue through

the Separate Accounts or other separate

accounts which the Companies may

establish in the future (‘‘Other Separate

Accounts’’), as well as other contracts,

similar in all material respects to the

Contracts described herein, that the

Companies may issue in the future

through the Separate Accounts or Other

Separate Accounts (‘‘Future Contracts’’).

Applicants state that the Optional

Insurance Riders contained in Future

Contracts funded by Separate Accounts

or any Other Separate Accounts may

offer the same benefits described herein,

even if the Optional Insurance Rider is

offered under a different name.

Applicants also request that the order

being sought extend to any other

National Association of Securities

Dealers, Inc. (‘‘NASD’’) member brokerdealer controlling or controlled by, or

under common control of First

Allmerica or Allmerica Financial,

whether existing or created in the

future, that serves as distributor or

principal underwriter of the Contracts

or Future Contracts offered through the

Separate Accounts or any Other

Separate Account (collectively, ‘‘the

Companies’ Broker-Dealers’’).

FILING DATE: The Application was filed

on March 7, 2000, and amended and

restated on May 17, 2000 and September

6, 2000.

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 Secretary of

the Commission 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 30, 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 requester’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 Secretary of the

Commission.

ADDRESSES:

Secretary, Securities and Exchange

Commission, 450 Fifth Street, N.W.,

Washington, DC 20549.

Applicants, c/o Allmerica Financial

Corporation, 440 Lincoln Street,

Worcester, Massachusetts 01653,

Attn: John C. Donlon, Jr.

FOR FURTHER INFORMATION CONTACT:

Mark Cowan, Senior Counsel, or Keith

Carpenter, Branch Chief, Office of

Insurance Products, Division of

Investment Management, at (202) 942–

0670.

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application is

available for a fee from the Public

Reference Branch of the Commission,

450 Fifth Street, NW., Washington, DC

20549 (tel. (202) 942–8090).

Applicants Representations

1. First Allmerica is a life insurance

company organized under the laws of

Massachusetts in 1844. Effective

October 16, 1995, First Allmerica

converted from a mutual life insurance

company known as State Mutual Life

Assurance Company of America to a

stock life insurance company and

adopted its present name. First

Allmerica is a wholly owned subsidiary

of Allmerica Financial Corporation

(‘‘AFC’’) and is licensed to do business

in the State of New York.

2. Allmerica Financial is a life

insurance company organized under the

laws of Delaware in July 1974.

Allmerica Financial, a wholly owned

subsidiary of First Allmerica, is licensed

to do business in the District of

Columbia, Puerto Rico, the Virgin

Islands, and all states except New York.

3. Each of the Separate Accounts of

First Allmerica is a segregated asset

account that is registered with the

Commission as a unit investment trust

under the 1940 Act (Separate Account

VA–K, see file No. 811–8114; Allmerica

Select Separate Account, see file No.

811–8116; Separate Account VA–P, see

file No. 811–8872; Separate Account

KG, see file No. 811–7769; and Separate

Account KGC, see file No. 811–7771).

4. Each of the Separate Accounts of

Allmerica Financial is a segregated asset

account that is registered with the

Commission as a unit investment trust

under the 1940 Act (Separate Account

VA–K, see file No. 811–6293; Allmerica

Select Separate Account, see file No.

811–6632; Separate Account VA–P, see

file No. 811–8848, Separate Account

KG, see file No. 811–7767; and Separate

Account KGC, see file No. 811–7777).

5. Allmerica Investments, Inc.

(‘‘Allmerica Investments’’) is an affiliate

of Allmerica Financial and will be the

principal underwriter of the Separate

Accounts and distributor of the

Contracts funded through Separate

Account VA–K of First Allmerica and

Allmerica Financial (‘‘VA–K

Contracts’’), Allmerica Select Separate

Account of First Allmerica and

Allmerica Financial (‘‘Select Contract’’),

Separate Account VA–P of First

Allmerica and Allmerica Financial

(‘‘VA–P Contracts’’), Separate Account

KG of First Allmerica and Allmerica

Financial (‘‘KG Contracts’’), and

Separate Account KGC of First

Allmerica and Allmerica Financial

(‘‘KGC Contracts’’) (collectively, the

‘‘Contracts’’). Allmerica Investments is

registered with the Commission as a

broker-dealer under the Securities

Exchange Act of 1934 (the ‘‘1934 Act’’)

and is a member of the NASD. The

Contracts will be offered through

registered representative of Allmerica

Investments, or through registered

representatives of brokers-dealers,

which are registered under the 1934 Act

and members of NASD, that have selling

agreements with Allmerica Investments.

Allmerica Investments , or any

successor entity, may act as principal

underwriter for any Other Separate

Account and distributor for any Future

Contracts issued by the Companies. A

successor entity may also act as

principal underwriter for the Separate

Accounts and Other Separate Accounts.

6. The Contracts are a combination

fixed and variable, flexible payment

deferred annuity contracts. Contracts

may be issued as non-qualified

annuities for after-tax contributions

only, as individual retirement annuities

(‘‘IRAs,’’ including either ‘‘Traditional

IRAs’’ or ‘‘Roth IRSs’’), for use in certain

types of qualified plans which qualify

for special federal income tax treatment

under sections 401, 403(b), 408, 408A

and 457 of the Internal Revenue Code,

and in retirement plans which do not

qualify for special tax treatment. In

some states the Contracts may be issued

on a group basis connection with

retirement plans that do not qualify for

special federal income tax treatment.

7. The Contracts permit the owner to

allocate contributions to a fixed interest

account (‘‘Fixed Account’’) of the

Companies’ General Account, to

accumulate interest at a fixed,

guaranteed rate. Contributions may also

be allocated to certain guarantee period

accounts (‘‘Gurarantee Period

Accounts’’) that will provide a

guarantee of each contribution plus

interest at a guaranteed interest rate.

Once declared, the guaranteed interest

rate will not change during the duration

of the guarenteed period. A ‘‘Market

Value Adjustment’’ will be made to the

annuity account value in a Guarantee

Period Account upon a withdrawal,

surrender or transfer from the Gurantee

Period Account prior to the expiration

of its guarantee period. Even after

application of the Market Value

Adjustment, earnings in a Guarantee

60702 Federal Register / Vol. 65, No. 198 / Thursday, October 12, 2000 / Notices

Period Account will not be less than an

effective rate of 3% annually.

8. Each Separate Account consists of

Sub-Accounts that invest in the

portfolios of certain underlying

investment companies (‘‘Funds’’) each

of which is registered with the

Commission as an open-end

management investment company. The

shares of the Funds are registered under

the 1933 Act. Other Funds may be made

available to the Separate Accounts or to

Other Separate Accounts of the

Companies. The Owner may allocate

contributions to the Sub-Accounts

offered by the Contracts (the Contract

may contain restrictions as to the

number of Sub-Accounts that may be

selected).

9. The Contracts sold by the

Companies provide the purchaser with

the right to select an Optional Insurance

Rider or Riders for an additional charge.

The following riders are offered by the

Companies (the actual riders offered

will vary by Contract): the Disability

Rider, the Living Benefits Rider, the

Enhanced Death Benefit Rider, and the

Minimum Guaranteed Annuity Payout

(M–GAP) Rider. The Companies deduct

a separate monthly change for each rider

selected. On the last day of the month

and on the date the rider is terminated,

a charge equal to 1⁄12 of the applicable

annual rate is made against the

Accumulated Value of the Contract at

that time.

Applicant’s Legal Analysis

1. Section 6(c) of the 1940 Act

authorizes the Commission, by order

upon application, to exempt any person,

security or transaction, or any class or

classes of persons, securities or

transactions from the provisions of the

1940 Act and the rules promulgated

thereunder, if and to the extent that

such exemption is necessary or

appropriate in the public interest and

consistent with the protection of

investors and the purposes fairly

intended by the policy and provisions of

the 1940 Act. Applicants request that

the Commission, pursuant to section

6(c) of the 1940 grant the exemptions

requested below with respect to the

Contracts, and any Future Contracts

funded by the Separate Accounts or

Other Separate Accounts, which are

issued by the Companies and

undewritten or distributed by Allmerica

Investments or other Allmerica BrokerDealers. Applicants state that the riders

contained in Future Contracts funded by

Separate Accounts or any Other

Separate Account may offer the same

benefit described herein, even if the

Optional Insurance Rider is offered

under a different name. Applicants

believe that the requested exemptions

are appropriate in the public interest

and consistent with the protection of

investors and the purposes fairly

intended by the policy and provisions of

the Act.

2. Rule 6c–8(b) under the Act exempts

a registered separate account and its

depositor and principal underwriter

from certain provisions of the Act and

Rule 22c–1 to permit the imposition of

a contingent deferred sales charge on

variable annuity contracts participating

in such separate account. Applicants

maintain that Rule 6c–8(b) is not

available with respect to the imposition

of a charge for an Optional Insurance

Rider because it is a charge for an

optional insurance benefit rather than a

contingent deferred sales charge.

3. Rule 6c–8(c) provides exemptions

from certain provisions of the Act and

Rule 22c–1 to permit the deduction of

a full annual administrative services fee

from variable annuity contracts upon

surrender. However, an Optional

Insurance Rider charge is not a fee for

administrative services and, therefore,

Rule 6c–8(c) is not applicable.

Applicants note; however, that Rule 6c–

8(c) permits the deduction of the entire

annual administrative fee upon

surrender, it does not require that the

fee be pro-rated. Applicants only seek

an exemption so that it may collect the

entire monthly charge when a Contract

is surrendered on any day other than the

last day of a Contract month.

4. Section 2(a)(32) of the 1940 Act

defines ‘‘redeemable security’’ as any

security under the terms of which the

holder, upon its presentation to the

issuer, is entitled to receive

approximately his proportionate share

of the issuer’s currents net assets, or the

cash equivalent thereof. Assessing the

full monthly charge upon termination of

an Optional Insurance Rider may not be

contemplated by section 2(a)(32), and

thus may be deemed inconsistent with

the foregoing provision, to the extent

that the charge can be viewed as causing

a Contract to be redeemed at a price less

than the current net asset value that is

next computed after termination of the

rider. Although Applicants do not

concede that relief is necessary,

Applicants request relief from section

2(a)(32) to permit the deduction of a

monthly charge for each Optional

Insurance Rider upon surrender of a

Contract.

5. The Optional Insurance Rider

represents a benefit for which each

Insurer is entitled to receive

compensation. Accordingly, Applicants

assert the deduction of an Optional

Insurance Rider charge is a legitimate

charge for an optional insurance benefit

under the Contract, and therefore does

not reduce the amount of the Separate

Account’s current net assets that a

Contract Owner would otherwise be

entitled to receive.

6. The charge assessed for an Optional

Insurance Rider at surrender of the

Contract is little different, for this

purpose, from the ‘‘redemption’’ charge

authorized in section 10(d)(4) of the

1940 Act. Congress, according to the

Applicants, obviously intended that

such a redemption charge, which is

expressly described as a ‘‘discount from

net asset value,’’ be deemed consistent

with the concept of ‘‘proportionate

share’’ under section 2(a)(32).

7. The deduction of the charge for the

Optional Insurance Rider upon

termination of the rider is disclosed in

the prospectuses. There will be no

restriction on, or impediment to,

surrender or partial withdrawal that

should cause the Contracts to be

considered other than redeemable

securities within the meaning of section

2(a)(32) of the 1940 Act and the rules

thereunder.

8. Rule 22c–1, promulgated under

section 22(c), prohibits a registered

investment company issuing any

redeemable security, a person

designated in such insurer’s prospectus

as authorized to consummate

transactions in any such security, and a

principal underwriter of, or dealer in,

such security from selling, redeeming,

or repurchasing any such security

except at a price based on the current

net asset value of such security. The

deduction of a monthly charge for an

Optional Insurance Rider upon the

surrender of a Contract is consistent

with the policy behind Rule 22c–1.

Applicants submit that the Contracts

will satisfy the requirements of Rule

22c–1. However, to avoid any

uncertainty as to full compliance with

the 1940 Act, Applicants request an

exemption from the provisions of

section 22(c) and Rule 22c–1 to the

extent necessary to permit the

deduction of a monthly charge for an

Optional Insurance Rider upon

surrender of a Contract.

9. Section 27(i)(2)(A) provides that it

shall be unlawful for any registered

separate account funding variable

insurance contracts, or for the

sponsoring insurance company of such

account, to sell any such contracts

unless such contract is a redeemable

security. Applicants submit that the

deduction of a monthly charge for an

Optional Insurance Rider upon

surrender of a Contract is nothing more

than the deduction of an insurance

charge. Applicants submit that the

Federal Register / Vol. 65, No. 198 / Thursday, October 12, 2000 / Notices 60703

1 17 CFR 240.11 Aa3–2.

2OPRA is a National Market System Plan

approved by the Commission pursuant to Section

11A of the Act and Rule 11Aa3–2 thereunder. See

Securities Exchange Act Release No. 17638 (March

18, 1981).

The Plan provides for the collection and

dissemination of last sale and quotation information

on options that are traded on the member

exchanges. The six exchanges that are participants

to the Plan are the American Stock Exchange, the

Chicago Board Options Exchange, the International

Securities Exchange, the New York Stock Exchange,

the Pacific Exchange, and the Philadelphia Stock

Exchange.

3No changes are proposed to be made at this time

to fees charged to vendors and subscribers for

access to information pertaining to foreign currency

options (‘‘FCO’’) provided through OPRA’s FCO

Service. 4 17 CFR 240.11Aa3–2(c)(3)(i).

Contracts will satisfy the requirements

of section 27(i)(2)(A).

10. Accordingly, Applicants seek

exemptions pursuant to section 6(c)

from sections 2(a)(32), 22(c) and

27(i)(2)(A) of the 1940 Act and Rule

22c–1 thereunder to the extent deemed

necessary to permit the Companies to

issue Contracts that offer Optional

Insurance Riders and deduct a monthly

charge for each rider upon surrender of

a Contract.

11. Applicants seek relief not only

with respect to themselves and the

Contracts, but also with respect to Other

Separate Accounts established by the

Companies that may support Future

Contracts that may offer the same

benefit described herein, even if the

Optional Insurance Rider is offered

under a different name. Applicants also

seek relief with respect to any of the

Companies’ Broker-Dealers, which will

be members of the NASD.

12. Applicants state, that without the

requested class relief, exemptive relief

for Future Contracts, any other Separate

Account, or any of the Companies’

Broker-Dealers would have to be

requested and obtained separately.

Applicants assert that these additional

requests for exemptive relief would

present no new issues under the 1940

Act not already addressed herein.

Applicants state that if they were to

repeatedly seek exemptive relief with

respect to the same issues addressed

herein, investors would not receive any

additional protection or benefit, and

investors and Applicants could be

disadvantaged by increased costs from

preparing such additional requests for

relief. Applicants argue that the

requested class relief is appropriate in

the public interest because the relief

will promote competitiveness in the

variable annuity market by eliminating

the need for Applicants to refile

redundant exemptive applications,

thereby reducing administrative

expenses and maximizing efficient uses

of resources. Elimination of the delay

and the expense of repeatedly seeking

exemptive relief would, Applicants

opine, enhance each Applicant’s ability

to effectively take advantage of business

opportunities as such opportunities

arise.

Conclusion

For the reasons summarized above,

Applicants submit that the requested

exemptions are necessary and

appropriate in the public interest and

consistent with the protection of

investors and the purposes fairly

intended by the policy and provisions of

the 1940 Act. Applicants therefore

request that an order be granted

permitting the proposed transactions.

For the Commission, by Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–26184 Filed 10–11–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–43414; File No. SR–OPRA–

00–09]

Options Price Reporting Authority;

Notice of Filing and Immediate

Effectiveness of a Proposal To Amend

the Options Price Reporting Authority

Plan To Increase the Professional

Subscriber Information Fees

October 4, 2000.

Pursuant to Rule 11Aa3–2 under the

Securities Exchange Act of 1934

(‘‘Act’’) 1 notice is hereby given that on

October 3, 2000, the Options Price

Reporting Authority (‘‘OPRA’’) 2

submitted to the Securities and

Exchange Commission (‘‘SEC’’ or

‘‘Commission’’) an amendment to the

Plan for Reporting of Consolidated

Options Last Sale Reports and

Quotation Information (‘‘Plan’’). The

proposed Plan amendment would

increase the professional subscriber

information fees charged by OPRA in

respect of its Basic Service.

I. Description and Purpose of the

Amendment

The purpose of the amendment is to

increase by approximately five percent

the device-based information fees

payable to OPRA by professional

subscribers to OPRA’s Basic Service,

which consists of market data and

related information pertaining to equity

and index options (‘‘OPRA Data’’).3

OPRA does not propose to make any

changes to OPRA’s nonprofessional

subscriber fee or to OPRA’s usage-based

fees that apply to dial-up market data

services (which may include Internet

services), radio paging services, and

voice-synthesized market data services.

The proposed increase of devicebased professional subscriber fees

ranges from 4.35% to 6.06% of the

existing fees. Professional subscriber

fees charged to members will continue

to be discounted by two percent for

members who preauthorize payment by

electronic funds transfer through an

automated clearinghouse system. OPRA

estimates that the overall effect of the

proposed increase in professional

subscriber fees will be to increase

revenues derived from professional

subscriber fees by approximately five

percent. Professional subscribers are

those persons who subscribe to OPRA

Data and do not qualify for the reduced

fees charged to nonprofessional

subscribers. As an alternative to devicebased fees, professional subscribers may

pay an enterprise rate fee based on the

number of their U.S. registered

representatives. No changes are

proposed to be made to the enterprise

rate fee.

The proposed increase in the amount

of the professional subscriber fees is

intended to generate additional OPRA

revenues derived from device-based

subscriber fees in order to cover actual

and anticipated increases in the costs of

collecting, consolidating, processing,

and disseminating options market data.

These increases for the most part reflect

the costs of major enhancements to and

upgrades of the OPRA system to enable

it to handle expanded multiple trading

of options, overall greater trading

volume, and the move to decimal

pricing for options.

II. Implementation of the Plan

Amendment

Pursuant to paragraph (c)(3)(i) of Rule

11Aa3–2,4 OPRA designates this

amendment as establishing or changing

a fee or other charge collected on behalf

of all of the OPRA participants in

connection with access to or use of

OPRA facilities, thereby qualifying for

effectiveness upon filing. In order to

give subscribers advance notice of the

revised fees, they are proposed to be put

into effect commencing January 1, 2001.

The Commission may summarily

abrogate the amendment within 60 days

of filing and require refiling and

approval of the amendment by

Commission order pursuant to Rule