June 30, 2005

From: Brent Hyatt
Sent June 30, 2005
To: rule-comments@sec.gov
Subject: File No. 4-500

To Whom It May Concern:

Annette L. Nazareth serves as the Director of the Division of Market Regulation for the U.S. Securities and Exchange Commission. I think her following quotes, although taken completely out of context, are appropriate comments in considering this proposed amendment.

“We simply cannot expect investors to remain confident in the inherent fairness of a marketplace that does not promote competition, transparency, price discovery, best execution, or efficiency. These principles are not only valid; they are the very foundation of our industry!” Securities Industry Association - Keynote Address - May 24, 2000

“The primary mission of the SEC is to protect investors and maintain the integrity of the securities markets. In this effort, the Commission is responsible for administering the federal securities laws. The Commission does not have authority to approve or disapprove various securities transactions on their merits. Rather, the Commission's primary job is to ensure that companies properly account for and fully disclose material transactions and fully inform investors of their impact on the company's financial condition so that investors can make informed investment decisions. This system is designed to maintain market transparency. It allows market forces rather than regulatory controls to determine what securities transactions occur and at what prices a company's securities will trade. Without full and fair disclosure, markets cannot assign an appropriate value for the securities of public companies, whether they are large or small companies, or financially-stable or financially-troubled…Many of the Commission's efforts are focused on protecting investors by requiring full and fair disclosure of material information about publicly traded securities. Full disclosure ultimately benefits both investors and the capital markets. By enhancing investors' confidence in the completeness and accuracy of information about public companies, these full disclosure requirements encourage investor participation in the capital markets. This full and fair disclosure necessitates transparent financial reporting…In addition to helping investors make better decisions, transparency increases confidence in the fairness of the markets.” - Before the Senate Permanent Subcommittee on Investigations, Committee on Governmental Affairs - December 11, 2002

“In light of recent events, it is incumbent on us to ask why these quasi-public institutions are not subject to transparency and reporting requirements substantially similar to those applicable to public companies. I would expect the benefits of increased transparency to be realized almost immediately. "Transparency is the best disinfectant" is an oft-quoted statement of William O. Douglas, but one that rings particularly true in this context.” - Remarks Before the SIA Research Conference -October 16, 2003