01-10749. Self-Regulatory Organization; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change by Stock Clearing Corporation of Philadelphia Relating to Proposed Fees for Processing of Units of Beneficial Interest in the Nasdaq 100 ...

April 25, 2001.

Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),^[1] notice is hereby given that on December 8, 2000, Stock Clearing Corporation of Philadelphia (“SCCP”) filed with the Securities and Exchange Commission (“Commission”) and on December 15, 2000, amended, the proposed rule change as described in Items I, II, and III, below, which Items have been prepared by SCCP. 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

SCCP proposes to institute a fee for the processing of Units of Beneficial Interest in the Nasdaq 100 Trust, Series 1 (“Nasdaq-100 Index Tracking Stock”).

II. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change

In its filing with the Commission, SCCP included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. SCCP has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements.^[2]

A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

The purpose of the proposed rule change is to enable SCCP to charge fees that will apply to trading of Units of Beneficial Interest in the Nasdaq-100 Index Tracking Stock. On December 13, 2000, the Commission granted accelerated approval of a proposed rule change submitted by the Philadelphia Stock Exchange, Inc. (“Phlx”) that, among other things, amended Phlx's rules to permit the trading, pursuant to unlisted trading privileges (“UTP”), of the Nasdaq-100 Index Tracking Stock.^[3] In addition, Phlx has obtained a license to use the Nasdaq-100 Index in connection with the trading of the Nasdaq-100 Index Tracking Stock.

Specifically, SCCP will charge a fee of $0.30 per trade for all participants while specialists will pay a $0.50 fee per trade for the first 1,000 trades and $0.25 for all subsequent trades. No other SCCP transaction fees will apply to trades in the Nasdaq-100 Index Tracking Stock. Upon initiation of trading, SCCP participants will be notified by means of a circular of the new fees applicable to trading in the Nasdaq-100 Index Tracking Stock.

The proposed fees for transactions in the Nasdaq-100 Index Tracking Stock are lower than the fees charged for other equities already processed through SCCP. It is SCCP's belief that the proposed lower fees should encourage trading of this new product while ensuring that the amounts collected will still cover SCCP's costs of processing Nasdaq-100 Index Tracking Stock.

SCCP believes that the proposed rule change is consistent with Section 17A of the Act^[4] because it equitably allocates reasonable fees among SCCP participants as the fees apply equally to all participants that trade Nasdaq-100 Index Tracking Stock.

B. Self-Regulatory Organization's Statement on Burden on Competition

SCCP does not believe that the proposed rule change will impose any inappropriate 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 solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action

The proposed rule change has become effective pursuant to section 19(b)(3)(A)(ii) of the Act^[5] and Rule 19b-4(f)(2)^[6] thereunder because the proposed rule change establishes a fee. At any time within sixty 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.

III. 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. 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 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 such filing will also be available for inspection and copying at Phlx's principal office. All submissions should refer to File No. SR-SCCP-00-06 and should be submitted by May 22, 2001.

For the Commission by the Division of Market Regulation, pursuant to delegated authority.^[7]

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  15 U.S.C. 78s(b)(1).

2.  The Commission has modified the text of the summaries prepared by SCCP.

3.  Securities Exchange Act Release No. 43717 (Dec. 13, 2000), 65 FR 80976 (Dec. 22, 2000) (File No. SR-Phlx-00-54).

4.  15 U.S.C. 78q-1.

5.  15 U.S.C. 78s(b)(3)(A)(ii).

6.  17 CFR 240.19b-4(f)(2).

7.  17 CFR 200.30-3(a)(12).