68118 Federal Register / Vol. 70, No. 216 / Wednesday, November 9, 2005 / Notices 

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

2 17 CFR 240.19b–4.

3 15 U.S.C. 78s(b)(3)(A)(iii).

4 17 CFR 240.19b–4(f)(6).

5The Exchange has requested that the 

Commission waive the 30-day operative delay, as 

specified in Rule 19b–4(f)(6)(iii). 17 CFR 240.19b–

4(f)(6)(iii).

modified by the order to permit 

Aggregate Fee Disclosure. 

4. FRIMCo will not enter into a 

Portfolio Management Agreement with 

any Affiliated Money Manager without 

that agreement, including the 

compensation to be paid thereunder, 

being approved by Fund shareholders. 

5. The Board of each Fund will satisfy 

the fund governance standards as 

defined in rule 0–1(a)(7) under the Act 

by the compliance date for the rule 

(‘‘Compliance Date’’). Prior to the 

Compliance Date, a majority of the 

Board will be Independent Directors, 

and the nomination of new or additional 

Independent Directors will be at the 

discretion of the then existing 

Independent Directors. 

6. When a Money Manager change is 

proposed for a Fund with an Affiliated 

Money Manager, the Board, including a 

majority of the Independent Directors, 

will make a separate finding, reflected 

in the applicable Board minutes, that 

such change is in the best interests of 

the Fund and its shareholders and does 

not involve a conflict of interest from 

which FRIMCo or the Affiliated Money 

Manager derives an inappropriate 

advantage. 

7. Independent legal counsel, as 

defined in rule 0–1(a)(6) under the Act, 

will be engaged to represent the 

Independent Directors. The selection of 

such counsel will be within the 

discretion of the then existing 

Independent Directors. 

8. FRIMCo will provide the Board, no 

less frequently than quarterly, with 

information about the profitability of 

FRIMCo on a per-Fund basis. The 

information will reflect the impact on 

profitability of the hiring or termination 

of any Money Manager during the 

applicable quarter. 

9. Whenever a Money Manager is 

hired or terminated, FRIMCo will 

provide the Board with information 

showing the expected impact on the 

profitability of FRIMCo. 

10. FRIMCo will provide general 

investment management services to 

each Fund, including overall 

supervisory responsibility for the 

general management and investment of 

the Fund’s assets, and, subject to review 

and approval of the Board, will: (i) Set 

each Fund’s overall investment 

strategies, (ii) evaluate, select and 

recommend Money Managers to manage 

all or a part of a Fund’s assets, (iii) when 

appropriate, allocate and reallocate a 

Fund’s assets among multiple Money 

Managers, (iv) monitor and evaluate the 

performance of Money Managers, and 

(v) implement procedures reasonably 

designed to ensure that the Money 

Managers comply with each Fund’s 

investment objective, policies and 

restrictions. 

11. No director or officer of a Fund, 

or director or officer of FRIMCo, will 

own directly or indirectly (other than 

through a pooled investment vehicle 

that is not controlled by such person) 

any interest in a Money Manager, except 

for (a) ownership of interests in FRIMCo 

or any entity that controls, is controlled 

by, or is under common control with 

FRIMCo, or (b) ownership of less than 

1% of the outstanding securities of any 

class of equity or debt of a publicly 

traded company that is either a Money 

Manager or an entity that controls, is 

controlled by or is under common 

control with a Money Manager. 

12. Each Fund will disclose in its 

registration statement the Aggregate Fee 

Disclosure. 

13. The requested order will expire on 

the effective date of rule 15a–5 under 

the Act, if adopted.

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Jonathan G. Katz, 

Secretary.

[FR Doc. 05–22332 Filed 11–8–05; 8:45 am]

BILLING CODE 8010–01–P

SECURITIES AND EXCHANGE 

COMMISSION 

[File No. 500–1] 

In the Matter of Cameron International, 

Inc.; Order of Suspension of Trading 

November 7, 2005. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning a recent tender offer or other 

possible change in ownership of 

Cameron International, Inc. 

(‘‘Cameron’’), quoted on the Over the 

Counter Bulletin Board under the ticker 

symbol CMRN. Also, questions have 

arisen regarding a recent increase in the 

share price from $.05 to $90 during a 

period when no material information 

about the company was made public. 

The Commission is of the opinion that 

the public interest and the protection of 

investors require a suspension of trading 

in the securities of the above listed 

company. 

Therefore, it is ordered, pursuant to 

Section 12(k) of the Securities Exchange 

Act of 1934, that trading in the abovelisted company is suspended for the 

period from 9:30 a.m. e.s.t. November 7, 

2005, through 11:59 p.m. e.s.t., on 

November 21, 2005.

By the Commission. 

Jill M. Peterson, 

Assistant Secretary.

[FR Doc. 05–22450 Filed 11–7–05; 11:57 am]

BILLING CODE 8010–01–P

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–52724; File No. SR–CHX–

2005–26] 

Self-Regulatory Organizations; 

Chicago Stock Exchange, Inc.; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change To Permit 

Execution of Mixed Lot Cross and 

Cross With Size Orders in the 

Electronic Book 

November 2, 2005. 

Pursuant to section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on October 

11, 2005, the Chicago Stock Exchange, 

Incorporated (‘‘CHX’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the Exchange. The 

Exchange has designated the proposed 

rule change as constituting a ‘‘noncontroversial’’ rule change pursuant to 

section 19(b)(3)(A)(iii) of the Act,3 and 

Rule 19b–4(f)(6) thereunder,4 which 

renders the proposal effective upon 

filing with the Commission.5 The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons.

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The CHX proposes to amend CHX 

Article XXA, Rule 2, to permit the 

execution of mixed lot cross and cross 

with size orders in the electronic book. 

The text of the proposed rule change is 

set forth below. Proposed new language 

is italicized; proposed deletions are in 

[brackets].

* * * * *

ARTICLE XXA 

Operation of the Electronic Book

* * * * *

Federal Register / Vol. 70, No. 216 / Wednesday, November 9, 2005 / Notices 68119

6See Securities Exchange Act Release No. 52094 

(July 21, 2005), 70 FR 43913 (July 29, 2005). The 

Exchange has rolled out this technology for the 

trading of Nasdaq/NM securities and anticipates 

implementing its use for the trading of listed 

securities within the next two weeks. Telephone 

call between Ellen Neely, President, CHX and Sara 

Gillis, Attorney, Division of Market Regulation, 

Commission on October 27, 2005.

7A ‘‘cross’’ order is an order to buy and sell the 

same security at a specific price that is better than 

the best bid and offer displayed in the electronic 

book and, for listed securities, equal to or better 

than the NBBO. A ‘‘cross with size’’ order is an 

order to buy and sell at least 25,000 shares of the 

same security (a) at a price equal to or better than 

the best bid or offer displayed in the electronic book 

and, for listed securities, equal to or better than the 

NBBO; (b) where the size of the order is larger than 

the aggregate size of all interest displayed in the 

electronic book at that price; and (c) where neither 

side of the order is for the account of the CHX 

participant sending the order to the electronic book. 

See CHX Rules, Article XXA, Rule 2(c) (3) and (4).

8 15 U.S.C. 78f(b).

9 15 U.S.C. 78f(b)(5).

10 15 U.S.C. 78s(b)(3)(A).

11 17 CFR 240.19b–4(f)(6).

12 17 CFR 240.19b–4(f)(6)(iii).

13 Id.

14For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. 15 U.S.C. 78c(f).

Eligible Orders 

RULE 2. (a) Except for cross and cross 

with size orders, which may be sent to 

the electronic book in mixed lot 

increments, a[A]ll orders sent to the 

electronic book must be round-lot limit 

orders, specifically designated in the 

manner specified by the Exchange to 

confirm that they are eligible for trading 

in the electronic book.

* * * * *

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

CHX included statements concerning 

the purpose of, and basis for, the 

proposed rule change and discussed any 

comments it received regarding the 

proposal. The text of these statements 

may be examined at the places specified 

in Item IV below. The CHX has prepared 

summaries, set forth in Sections A, B, 

and C below, of the most significant 

aspects of such statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange recently implemented a 

fully-automated electronic book for the 

display and execution of orders in 

securities that are not assigned to a 

specialist.6 These new rules replace the 

Exchange’s manual cabinet and lead 

market maker trading procedures with a 

new fully automated electronic book 

that displays and matches eligible limit 

orders in eligible securities, without the 

participation of a specialist or lead 

market maker.

The electronic book was originally 

designed to accept only round lot 

orders. The Exchange now believes that 

it would be appropriate to allow CHX 

participants to submit mixed lot cross 

and cross with size orders for immediate 

execution in the electronic book. 

‘‘Cross’’ and ‘‘cross with size’’ orders 

permit the handling of orders to buy and 

sell the same security—within the 

electronic book, these orders are 

automatically executed if they meet the 

requirements for these types of orders, 

but are immediately cancelled if they do 

not meet applicable requirements.7 The 

Exchange believes that some of its 

participants would welcome the 

opportunity to submit mixed lot cross 

and cross with size orders to the 

electronic book. The Exchange believes 

that this relatively minor change to 

Exchange systems will permit its 

participants to execute additional 

transactions in this automated trading 

facility, but will not have any impact on 

the protection of investors or the public 

interest.

2. Statutory Basis 

The CHX believes the proposal is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder that are applicable to a 

national securities exchange, and, in 

particular, with the requirements of 

section 6(b).8 The CHX believes the 

proposal is consistent with section 

6(b)(5) of the Act 9 in that it is designed 

to promote just and equitable principles 

of trade, to remove impediments to, and 

perfect the mechanism of, a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public.

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the proposed rule change: (i) 

Does not significantly affect the 

protection of investors or the public 

interest; (ii) does not impose any 

significant burden on competition; and 

(iii) does not become operative for 30 

days (or such shorter time as the 

Commission may designate if consistent 

with the protection of investors and the 

public interest) after the date of the 

filing, the proposed rule change has 

become effective pursuant to section 

19(b)(3)(A) of the Act 10 and Rule 19b–

4(f)(6) thereunder.11 At any time within 

60 days of the filing of such proposed 

rule change, the Commission may 

summarily abrogate such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. As required 

under Rule 19b–4(f)(6)(iii) under the 

Act,12 the Exchange provided with the 

Commission with written notice of its 

intent to file the proposed rule change, 

along with a brief description and text 

of the proposed rule change, at least five 

business days prior to the date of the 

proposed rule change.

A proposed rule change filed under 

Rule 19b–4(f)(6) normally does not 

become operative for 30 days after the 

date of filing.13 However, Rule 19b–

4(f)(6)(iii) permits the Commission to 

designate a shorter time if such action 

is consistent with the protection of 

investors and the public interest. The 

Exchange has asked the Commission to 

waive the 30-day operative delay and 

allow the proposed rule change to 

become operative immediately. The 

Commission believes that waiving the 

30-day operative delay is consistent 

with the protection of investors and the 

public interest. Waiver of the 30-day 

operative delay will allow Exchange 

participants to make immediate use of 

the electronic book functionality for 

their mixed lot cross and cross with size 

orders, which may permit Exchange 

participants to access potentially larger 

pools of liquidity located in the 

electronic book. For the reasons stated 

above, the Commission finds good cause 

to designate that the proposal is 

operative immediately.14

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: 

68120 Federal Register / Vol. 70, No. 216 / Wednesday, November 9, 2005 / Notices 

15 17 CFR 200.30–3(a)(12).

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

2 217 CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(i).

4 17 CFR 240.19b–4(f)(6). 5Rule 19b–4(f)(6) allows for a proposed rule 

change to take effect upon filing with the 

Commission provided that the self-regulatory 

organization has given the Commission written 

notice of its intent to file the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change. NASD complied with 

this pre-filing requirement. See e-mail from 

Stephanie Dumont, NASD to Katherine A. England, 

Assistant Director, Division of Market Regulation, 

dated October 11, 2005.

6See footnotes 8 and 9, infra.

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–CHX–2005–26 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Jonathan G. Katz, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–9303.

All submissions should refer to File 

No. SR–CHX–2005–26. 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. Copies of the filing also will be 

available for inspection and copying at 

the principal office of the Exchange. All 

comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File No. 

SR–CHX–2005–26 and should be 

submitted on or before November 30, 

2005.

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.15

Jonathan G. Katz, 

Secretary.

[FR Doc. 05–22334 Filed 11–8–05; 8:45 am]

BILLING CODE 8010–01–P

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–52722; File No. SR–NASD–

2005–124] 

Self-Regulatory Organizations; 

National Association of Securities 

Dealers, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change to Repeal NASD Rule 

6440(f) 

November 2, 2005. 

Pursuant to section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on October 

24, 2005, the National Association of 

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

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, and II below, which Items have 

been prepared by NASD. NASD filed 

this proposal as a ‘‘non-controversial’’

rule change pursuant to section 

19(b)(3)(A)(i) 3 of the Act, and Rule 19b–

4(f)(6) 4 thereunder, which renders the 

proposal effective upon filing with the 

Commission.5 The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons.

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

NASD is proposing to repeal NASD 

Rule 6440(f) in light of proposed rule 

changes that have recently been 

approved by the Commission expanding 

market order protection and limit order 

protection to exchange-listed 

securities.6 NASD proposes to make the 

proposed rule change operative on 

January 9, 2006. Below is the text of the 

proposed rule change. Proposed 

deletions are in brackets.

* * * * *

6440. Trading Practices 

(a) through (e) No change. 

[(f)(1) No member shall:] 

[(A) personally buy or initiate the 

purchase of an eligible security for its 

own account or for any account in 

which it or any person associated with 

it is directly or indirectly interested, 

while such member holds or has 

knowledge that any person associated 

with it holds an unexecuted market 

order to buy such security in the unit of 

trading for a customer; or] 

[(B) sell or initiate the sale of any such 

security for any such account, while it 

personally holds or has knowledge that 

any person associated with it holds an 

unexecuted market order to sell such 

security in the unit of trading for a 

customer.] 

[(2) No member shall:] 

[(A) buy or initiate the purchase of 

any such security for any such account, 

at or below the price at which it 

personally holds or has knowledge that 

any person associated with it holds an 

unexecuted limited price order to buy 

such security in the unit of trading for 

a customer; or] 

[(B) sell or initiate the sale of any such 

security for any such account at or 

above the price at which it personally 

holds or has knowledge that any person 

associated with it holds an unexecuted 

limited price order to sell such security 

in the unit of trading for a customer.] 

[(3) The provisions of this paragraph 

shall not apply:] 

[(A) to any purchase or sale of any 

such security in an amount less than the 

unit of trading made by a member to 

offset odd-lot orders for customers,] 

[(B) to any purchase or sale of any 

such security upon terms for delivery 

other than those specified in such 

unexecuted market or limited price 

order,] 

[(C) to any unexecuted order that is 

subject to a condition that has not been 

satisfied.] 

[(D) to any purchase or sale for which 

a member has negotiated specific terms 

and conditions applicable to the 

acceptance of limit orders that are:] 

[(i) for customer accounts that meet 

the definition of an ‘‘institutional 

account’’ as that term is defined in Rule 

3110(c)(4); or] 

[(ii) for 10,000 shares or more, unless 

such orders are less than $100,000 in 

value.] 

(g) through (j) redesignated as (f) 

through (i).

* * * * *

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

NASD included statements concerning 

the purpose of, and basis for, the 

proposed rule change and discussed any 

comments it received on the proposed