01-794. Self-Regulatory Organizations; Order Granting Approval to Proposed By-Law Changes by the Philadelphia Stock Exchange, Inc. to Clarify References in the Exchange's By-Laws and Rules to the Allocation, Evaluation and Securities Committee

January 2, 2001.

I. Introduction

On November 7, 2000, the Philadelphia Stock Exchange, Inc. (“Phlx” or “Exchange”) 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 ^[2] thereunder, a proposed by-law change to clarify references in Exchanges by-laws and rules to the Allocation, Evaluation and Securities Committee. On November 29, 2000, the Commission published the proposal in the Federal Register.^[3] The Commission received no comments on the proposal. This order approves the proposed by-law change.

II. Description of the Proposal

On July 5, 2000, the Commission approved a proposal to amend Phlx By-Law Article X, Section 10-7, to divide the Exchange's Allocation, Evaluation and Securities Committee into two separate committees: the Options Allocation, Evaluation and Securities Committee and the Equity Allocation, Evaluation and Securities Committee.^[4] Currently, various sections of the Exchange's by-laws and rules refer simply to the “Allocation, Evaluation and Securities Committee.” Phlx proposes to amend its by-laws to clarify that references to the “Allocation, Evaluation and Securities Committee” in the Exchange by-laws and rules may mean either the Options Allocation, Evaluation and Securities Committee or the Equity Allocation, Evaluation and Securities Committee, as the context requires, and thus to ensure that the by-laws and rules pertaining to each committee remain consistent.

III. Discussion

The Commission has determined that the proposed rule change is consistent with the Act and the rules and regulations thereunder applicable to a national securities exchange.^[5] In particular, the Commission finds that the proposal is consistent with section 6(b)(5) of the Act which requires, among other things, that the rules of an exchange be designed to foster cooperation and coordination with persons engaged in regulating and facilitating transactions in securities, to remove impediments to and perfect the mechanisms of a free and open market, and to protect investors and the public interest.^[6] The Commission believes that in clarifying references to the Allocation, Evaluation and Securities Committee—which recently was split into two separate committees—the proposal will help ensure consistency in the Exchange's by-laws and rules which, therefore, furthers the purposes of the Act.

IV. Conclusion

It Is Therefore Ordered, pursuant to section 19(b)(2) of the Act,^[7] that the proposed rule change (SR-Phlx-00-98) is approved.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[8]

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  15 U.S.C. 78s(b)(1).

2.  17 CFR 240.19b-4.

3.  See Securities Exchange Act Release No. 43585 (November 17, 2000), 65 FR 71193.

4.  See Securities Exchange Act Release No. 43011 (July 5, 2000), 65 FR 43069 (July 12, 2000) (File No. SR-Phlx-00-28).

5.  In approving this rule, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f).

6.  15 U.S.C. 78f(b)(5).

7.  15 U.S.C. 78s(b)(2).

8.  17 CFR 200.30-3(a)(12).