[Federal Register Volume 62, Number 199 (Wednesday, October 15, 1997)]
[Notices]
[Pages 53675-53679]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-27281]
[[Page 53675]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-39218; File No. SR-NASD-97-04]
Self-Regulatory Organizations; Notice of Filing of Proposed Rule
Change and Amendment No. 1 Thereto by the National Association of
Securities Dealers, Inc. Relating to Its Rules Governing Excused Market
Maker Withdrawals and Market Maker Reinstatements
October 8, 1997.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Exchange Act'' or ``Act''),\1\ notice is hereby given that on
January 24, 1997, the National Association of Securities Dealers, Inc.
(``NASD'' or ``Association'') filed with the Securities and Exchange
Commission (``Commission'' or ``SEC'') the proposed rule change as
described in Items I, II, and III below, which Items have been prepared
by the NASD. On September 30, 1997, the NASD submitted an amendment
(``Amendment No. 1'') to the proposed rule change to make technical
amendments to the text of the proposed rule change.\2\ The Commission
is publishing this notice to solicit comments on the proposed rule
change from interested persons.
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\1\ 15 U.S.C. Sec. 78s(b)(1).
\2\ See Letter from Robert E. Aber, Vice President and General
Counsel, NASDAQ, to Katherine England, Assistant Director, Division
of Market Regulation, Securities and Exchange Commission (September
29, 1997).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The NASD proposes to amend its rules governing excused market maker
withdrawals and the voluntary termination of market maker
registrations. The proposed rule changes also would amend the NASD's
rules governing the reinstatement of market makers that have been
``SOESed out of the Box'' or have accidentally withdrawn from a
security. The text of the proposed rule changes are as follows.
(Additions are italicized; deletions are bracketed.)
* * * * *
4619. Withdrawal of Quotations and Passive Market Making
(a) A market maker that wishes to withdraw quotations in a security
or have its quotations identified as the quotations of a passive market
maker shall contact Nasdaq Market Operations to obtain excused
withdrawal status prior to withdrawing its quotations or identification
as a passive market maker. Withdrawals of quotations or identifications
of quotations as those of a passive market maker shall be granted by
Nasdaq Market Operations only upon satisfying one of the conditions
specified in this Rule.
(b) Excused withdrawal status based on [physical] circumstances
beyond the market maker's control may be granted for up to five (5)
business days, unless extended by Nasdaq Market Operations. Excused
withdrawal status [or passive market maker status] based on
demonstrated legal or regulatory requirements, supported by appropriate
documentation and accompanied by a representation that the condition
necessitating the withdrawal of quotations is not permanent in nature,
may, upon written request, be granted for not more than sixty (60) days
(unless such request is required to be made pursuant to paragraph (d)
below). Excused withdrawal status based on religious holidays may be
granted only if written notice is received by the Association [five]
one business day[s] in advance and is approved by the Association.
Excused withdrawal status based on vacation may be granted only if:
(1) the written request for withdrawal is received by the
Association [twenty (20)] one business day[s] in advance, and is
approved by the Association;
(2) the request includes a list of the securities for which
withdrawal is requested; and
(3) the request is made by a market maker with three (3) or fewer
Nasdaq level 3 terminals. Excused withdrawal status may be granted to a
market maker that has withdrawn from an issue prior to the public
announcement of a merger or acquisition and wishes to re-register in
the issue pursuant to the same-day registration procedures contained in
Rule 4611, above, provided the market maker has remained registered in
one of the affected issues. The withdrawal of quotations because of
pending news, a sudden influx of orders or price changes, or to effect
transactions with competitors shall not constitute acceptable reasons
for granting excused withdrawal status.
(c)-(d) No changes.
(e) The Market Operations Review Committee shall have jurisdiction
over proceedings brought by Market Makers seeking review of the denial
of an excused withdrawal pursuant to this Rule 4619, or the conditions
imposed on their reentry.
4620. Voluntary Termination of Registration
(a) A market maker may voluntarily terminate its registration in a
security by withdrawing its quotations from The Nasdaq Stock Market. A
market maker that voluntarily terminates its registration in a security
may not re-register as a market maker in that security for twenty (20)
business days. Withdrawal from SOES participation as a market maker in
a Nasdaq National Market security shall constitute termination of
registration as a market maker in that security for purposes of this
Rule; provided, however, that a market maker that fails to maintain a
clearing arrangement with a registered clearing agency or with a member
of such an agency and is withdrawn from participation in the Automated
Confirmation Transaction System and thereby terminates its registration
as a market maker in Nasdaq National Market issues may register as a
market maker at any time after a clearing arrangement has been
reestablished and the market maker has complied with ACT participant
requirements contained in Rule 6100.
(b) Notwithstanding the above, a market maker that accidentally
withdraws as a market maker may be reinstated if;
(1) the market maker notified Market Operations of the accidental
withdrawal as soon as practicable under the circumstances, but within
at least one hour of such withdrawal, and immediately thereafter
provided written notification of the withdrawal and reinstatement
request;
(2) it is clear that the withdrawal was inadvertent and the market
maker was not attempting to avoid its market making obligations; and
(3) the market maker's firm would not exceed the following
reinstatement limitations:
(A) for firms that simultaneously made markets in less than 250
stocks during the previous calendar year, the firm can receive no more
than two (2) reinstatements per year;
(B) for firms that simultaneously made markets in more than 250 but
less than 500 stocks during the previous calendar year, the firm can
receive no more than three (3) reinstatements per year; and
(C) for firms that simultaneously made markets in more than 500
stocks during the previous calendar year, the firm can receive no more
than six (6) reinstatements per year.
(c) Factors that the Association will consider in granting a
reinstatement under paragraph (b) of this rule include, but are not be
limited to:
(1) the number of accidental withdrawals by the market maker in the
past, as compared with market makers
[[Page 53676]]
making markets in a comparable number of stocks;
(2) the similarity between the symbol of the stock that the market
maker intended to withdraw from and the symbol of the stock that the
market maker actually withdrew from;
(3) (market conditions at the time of the withdrawal;
(4) whether, given the market conditions at the time of the
withdrawal, the withdrawal served to reduce the exposure of the
member's position in the security at the time of the withdrawal to
market risk; and
(5) the timeliness with which the market maker notified Market
Operations of the error.
(d) The Market Operations Review Committee shall have jurisdiction
over proceedings brought by Market Makers seeking review of their
denial of a reinstatement pursuant to paragraph (b) above.
* * * * *
4730. Participant Obligations in SOES
* * * * *
(b)(6) In the case of an NNM security, a Market Maker will be
suspended from SOES if its bid or offer has been decremented to zero
due to SOES executions and will be permitted a standard grace period,
the duration of which will be established and published by the
Association, within which to take action to restore a two-sided
quotation in the security for at least one normal unit of trading. A
Market Maker that fails to re-enter a two-sided quotation in a NNM
security within the allotted time will be deemed to have withdrawn as a
Market Maker (``SOESed out of the Box''). except as provided below in
this subparagraph and in subparagraph (7) [below], a Market Maker that
withdraws in an NNM security may not reenter SOES as a Market Maker in
that security for twenty (20) business days.
(A) Notwithstanding the above, a market maker can be reinstated if:
(i) the market maker makes a request for reinstatement to Market
Operations as soon as practicable under the circumstances, but within
at least one hour of having been SOESed out of the Box, and immediately
thereafter provides written notification of the reinstatement request;
(ii) it was a Primary Market Maker at the time it was SOESed out of
the Box;
(iii) the market maker's firm would not exceed the following
reinstatement limitations;
a. for firms that simultaneously made markets in less than 250
stocks during the previous calendar year, the firm can receive no more
than four (4) reinstatements per year;
b. for firms that simultaneously made markets in more than 250 but
less than 500 stocks during the previous calendar year, the firm can
receive no more than six (6) reinstatements per year;
c. for firms that simultaneously made markets in more than 500
stocks during the previous calendar year, the firm can receive no more
than twelve (12) reinstatements per year; and
(iv) the designated Nasdaq officer makes a determination that the
withdrawal was not an attempt by the market maker to avoid its
obligation to make a continuous two-sided market. In making this
determination, the designated Nasdaq officer will consider, among other
things:
a. whether the market conditions in the issue included unusual
volatility or other unusual activity, and/or the market conditions in
other issues in which the market maker made a market at the time of the
SOES exposure limit exhaustion;
b. the frequency with which the firm has been SOESed out of the Box
in the past;
c. Procedures the firm has adopted to avoid being inadvertently
SOESed out of the Box; and
d. the length of time before the market maker sought reinstatement.
(B) If a market maker has exhausted the reinstatement limitations
in subparagraph (b)(6)(A)(iii) above, the designated Nasdaq officer may
grant a reinstatement request if he or she finds that such
reinstatement is necessary for the protection of investors or the
maintenance of fair and orderly markets and determines that the
withdrawal was not an attempt by the market maker to avoid its
obligation to make a continuous two-sided market in instances where:
(i) a member firm experiences a documented problem or failure
impacting the operation or utilization of any automated system operated
by or on behalf of the firm (chronic system failures within the control
of the member will not constitute a problem or failure impacting a
firm's automated system) or involving an automated system operated by
Nasdaq;
(ii) the market maker is a manager or co-manager of a secondary
offering from the time the secondary offering is announced until ten
days after the offering is complete; or
(iii) absent the reinstatement, the number of market makers in a
particular issue is equal to two (2) or less or has otherwise declined
by 50% or more from the number that existed at the end of the prior
calendar quarter, except that if a market maker has a regular pattern
of being frequently SOESed out of the Box, it may not be reinstated
notwithstanding the number of market makers in the issue.
* * * * *
(b)(8) [The Rule 9700 Series of the Code of Procedure] The Market
Operations Review Committee shall [apply to] have jurisdiction over
proceedings brought by Market Makers seeking review of [(A)] their
removal from SOES pursuant to subparagraphs (6) or (7) above [, (B) the
denial of an excused withdrawal pursuant to Rule 4619, or (C) the
conditions imposed on their reentry].
* * * * *
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 NASD 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. The NASD 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
In order to ensure that markt makers are complying with their
obligation to make continuous, firm two-sided markets, NASD Rule 4620
provides that market makers who voluntarily withdraw from an issue
cannot re-register in that issue for 20 business days. This rule is
commonly referred to as the ``20-day Rule.'' A corollary rule to the
``20-day Rule'' is NASD Rule 4730(b)(6), a Small Order Execution System
(``SOES'') rule that provides that a market maker in a Nasdaq National
Market (``NNM'') security will be deemed to have voluntarily withdrawn
from a stock, and therefore be subject to the 20-Day Rule, if it has
failed to restore a two-sided quotation within five minutes after its
bid or offer has been completely decremented due to a SOES execution.
When a market maker is deregistered from a stock because it failed to
restore its quotation, it is referred to as being ``SOESed out of the
Box.'' To avoid being ``SOESed out of the Box,'' members can do one of
two things: (a) Elect to not have their quote size decremented upon the
execution of SOES orders, provided the market maker's quote size is
equal to or greater than the applicable SOES tier size; or (b)
[[Page 53677]]
utilize Nasdaq's autorefresh feature that automatically updates a
market maker's quote after its quote size has been decremented.
Notwithstanding the 20-day Rule, NASD Rule 4619 affords market
makers the ability to obtain an ``excused'' market maker withdrawal in
certain limited circumstances. Market makers receiving ``excused''
withdrawals are not subject to the 20-Day Rule and can re-enter their
quotes once the circumstances justifying the withdrawal no longer
exist. For example the rule currently allows excused withdrawals for:
(1) The duration of ``cooling off'' periods mandated by certain rules
under Regulation M of the Exchange Act (formerly Exchange Act Rule 10b-
6); (2) physical circumstances beyond the market maker's control; (3)
religious holidays (provided the request is submitted 5 business days
in advance of the holiday); (4) vacations (provided the request is
received 20 business days in advance of the vacation and is made by a
market maker with 3 or less Nasdaq terminals); (5) involuntary failures
to maintain clearing arrangements; and (6) other legal requirements,
(e.g., the market maker is in possession of material non-public
information).
The handling of excused withdrawal requests and the reinstatement
of market makers who have been ``SOESed out of the Box'' was criticized
in the SEC's 21(a) Report on the NASD and The Nasdaq Stock Market.\3\
In sum, the SEC found that the NASD had improperly granted waivers of
the 20-Day Rule for market makers that were ``SOESed out of the Box''
and that the NASD had not followed its own rules when granting excused
withdrawals (e.g., excused withdrawals for vacations were granted with
less than 20-days advance notice). As a result, the SEC stated in its
21(a) Report that:
\3\ See Appendix to Report Pursuant to Section 21(a) of the
Securities Exchange Act of 1934 Regarding the NASD and The Nasdaq
Stock Market (``21(a) Report''), SEC, August 8, 1996, at p. 91-95.
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[t]he NASD's failure to enforce its excused withdrawal rules has
fostered an environment that allowed market makers to avoid their
responsibilities to maintain continuous quotes in the securities in
which they made markets. Market makers were able to withdraw
voluntarily from SOES beyond the permitted five-minute window, or
otherwise withdraw from the market during periods of volatility
without substantial risk that the NASD will enforce a twenty-day
suspension.\4\
\4\ Id. at p. 94.
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Accordingly, in order to ensure that market makers are not able to
avoid or circumvent their market making obligations through
inappropriate excused market maker withdrawals or inappropriate market
maker reinstatements, the NASD and Nasdaq are submitting this rule
proposal. As detailed below, the proposed changes are in three general
areas: (1) Market maker reinstatements upon being ``SOESed out of the
Box'' or after accidental market maker withdrawals; (2) bases for
excused withdrawals; and (3) the jurisdiction of the Market Operations
Review Committee (``MORC'') over excused market maker withdrawals and
market maker reinstatements. In sum, by establishing more objective
standards for the reinstatement of market makers who have been ``SOESed
out of the Box'' or accidentally withdraw from a stock and modifying
the rules to better reflect the operational realities of the
marketplace, the NASD and Nasdaq believe the proposed modifications are
responsive to the deficiencies noted in the SEC's 21(a) Report.
Following are the specific rule changes proposed by the NASD and
Nasdaq.
1. Reinstatement of Market Makers Upon Being ``SOESed Out of the Box''
and for Accidental Withdrawals
a. Reinstatements Upon Being ``SOESed Out of the Box''
The proposed rule change is designed to ensure that market maker
reinstatements will only be made when it is clear that a market maker
was not attempting to avoid its market making obligations.
Specifically, the proposed changes to Rule 4730 provides that a market
maker can be reinstated only if: (1) The market maker notifies Market
Operations to request reinstatement within one hour of being ``SOESed
out of the Box,'' and immediately thereafter provides written
notification of the request; (2) a designated Nasdaq officer determines
that the withdrawal was not an attempt by the market maker to avoid its
obligations to make a continuous two-sided market, taking into account
factors including market conditions at the time, the frequency with
which the firm has been SOESed out of the Box, procedures adopted by
the firm to avoid doing so inadvertently, and the length of time before
the firm sought reinstatement; (3) it was a Primary Market Maker at the
time it was SOESed out of the Box; and (4) the reinstatement would not
result in the market maker's firm exceeding certain limitations on the
number of reinstatements per year. In particular, under the proposal,
firms that simultaneously made markets in less than 250 stocks during
the previous calendar year could receive no more than four
reinstatement per year; firms that simultaneously made markets in more
than 250 but less than 500 stocks during the previous calendar year
could receive one more than six reinstatements per year; and firms that
simultaneously made markets in more than 500 stocks during the previous
calendar year could receive no more than twelve reinstatements per
year. Decisions to reinstate a market maker would be made by Nasdaq
Market Operations staff and appeals of such decisions would be
considered by the MORC.
Finally, notwithstanding the numerical limitations and requirements
set forth above, in instances where a member firm experiences a
documented technological constrain or failure involving either is own
automated system or an automated system operated by Nasdaq, the market
maker is a manager or co-manager of a secondary offering that is about
to occur or has just occurred, or there has been a significant decline
in the number of market makers in a particular issue, the NASFD and
Nasdaq propose that Nasdaq should have the authority to reinstate a
market maker that has been ``SOESed out of the Box'' if such
reinstatement is necessary to protect investors or the integrity of the
market. Specifically, before any such reinstatement could occur, Nasdaq
staff would have to make a finding that the reinstatement is necessary
for the protection of investors or the maintenance of fair and orderly
markets and determine that the withdrawal was not an attempt by the
market maker to avoid its obligation to make a continuous two-sided
market.
b. Reinstatements for Accidental Withdrawals
There have been instances in the past where market makers have
accidentally withdrawn from a stock because they inadvertently typed
the wrong stock symbol. Because the rules currently do not provide that
market makers can be reinstated in these instances, Nasdaq and the NASD
propose that Rule 4620 be amended to permit such reinstatements
provided the withdrawal was clearly accidental and did not reflect an
attempt by the market maker to avoid its market making obligations.
Specifically, under the proposal, a market maker that accidently
withdraws as a market maker may be reinstated if: (1) The market maker
notifies Market Operations of the accidental withdrawal within one hour
of such withdrawal, and immediately thereafter provides written
notification of the withdrawal and request; (2) it is clear that the
withdrawal was inadvertent and the market maker was not attempting to
[[Page 53678]]
avoid its market making obligations; and (3) the market maker's firm
would not exceed specific reinstatement limitations per year. In
particular, firms that simultaneously make markets in less than 250
stocks during the previous calendar year could receive no more than two
reinstatements per year. Firms that simultaneously made markets in more
than 250 but less than 500 stocks could receive no more than three
reinstatements per year. Firms that simultaneously make markets in more
than 500 stocks could receive no more than six reinstatements per year.
In addition, factors that would be considered in granting a
reinstatement include: (1) The number of accidental withdrawals by the
market maker in the past as compared to other market makers making
markets in a comparable number of stocks; (2) the similarity between
the symbol of the stock intended to be withdrawn and the symbol of the
stock actually withdrawn; (3) market conditions; (4) whether the
withdrawal served to reduce the market maker's exposure to market risk;
and (5) the timeliness with which the market maker notified Nasdaq
Market Operations of the error. Determinations initially would be made
by Nasdaq Market Operations staff and be subject to review by the MORC.
2. Bases for Excused Withdrawals
Rule 4619(b) presently provides that excused withdrawal status may
be granted for a variety of reasons provided that certain conditions
are satisfied. Specifically, as noted above, excused withdrawal status
may be granted for: (1) The duration of ``cooling off'' periods
mandated by Regulation M; (2) physical circumstances beyond the market
maker's control; (3) religious holidays (provided the request is
submitted 5 business days in advance of the holiday); (4) vacations
(provided the request is received 20 business days in advance of the
vacation and is made by a market maker with 3 or less Nasdaq
terminals); (5) involuntary failures to maintain clearing arrangements;
and (6) other legal requirements (e.g., the market maker is in
possession of material non-public information). While the NASD and
Nasdaq continue to believe that it is critical for the maintenance of
the integrity of the market for Nasdaq to grant excused withdrawals
only when warranted, particularly in light of the SEC's 21(a) Report,
the NASD and Nasdaq nevertheless believe that the present excused
withdrawal rule is not drafted broadly enough to encompass all of the
legitimate reasons for an excused withdrawal. The NASD and Nasdaq also
believe that the time parameters for advance notice of vacations and
religious holidays are unnecessary.
Accordingly, the NASD and Nasdaq propose the following amendments
to Rule 4619(b). First, excused withdrawals may be granted for
``circumstances'' beyond the market maker's control, not just
``physical circumstances'' beyond its control. With this amendment,
unpredictable events, such as jury duty, bomb threats, the birth of a
child, or a sudden illness, could be used as a basis for an excused
withdrawal. Second, requests for excused withdrawals based on vacations
and religious holidays may be submitted one business day in advance of
the proposed withdrawal. Requests for excused withdrawals based on
legal or regulatory requirements will continue to be made in writing,
although Nasdaq recognizes that counsel to market makers often do not
want to disclose the specific legal basis for their withdrawal request,
particularly when the basis for the withdrawal is that the market maker
is in possession of material, non-public information. In this
connection, Nasdaq would continue its current practice of apprising
NASD Regulation, Inc. of all such requests.
3. Jurisdiction of the MORC Over Excused Market Maker Withdrawals and
Market Maker Reinstatements
Presently, appeals of Nasdaq staff determinations concerning
excused withdrawal requests and market Maker reinstatements are within
the purview of the NASD's Qualifications Committee's jurisdiction
pursuant to NASD Rule 4730(b)(8). Pursuant to the Plan of Allocation
and Delegation of Functions by NASD to Subsidiaries, however, The Board
of Directors of Nasdaq has delegated the MORC jurisdiction over such
matters. Accordingly, the NASD proposes to amend Rules 4619, 4620, and
4730, to effectuate the transfer of jurisdiction over these matters
from the Qualifications Committee to the MORC.
The NASD believes that the proposed rule changes are consistent
with Sections 15A(b)(6), 15A(b)(9), 15A(b)(11) and 11A(a)(1)(C) of the
Act. Among other things, Section 15A(b)(6) requires that the rules of a
national securities association be designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in regulating, clearing, settling, processing
information with respect to, and facilitating transactions in
securities, 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 interest. Section 15A(b)(9) provides
that the rules of the Association may not impose any burden on
competition not necessary or appropriate in furtherance of the purposes
of the Act. Section 15A(b)(11) empowers the NASD to adopt rules
governing the form and content relating to securities in the Nasdaq
market. Such rules must be designed to produce fair and informative
quotations, prevent fictitious and misleading quotations, and promote
orderly procedures for collecting and distributing quotations. Section
11A(a)(1)(C) provides that it is in the public interest to, among other
things, assure the economically efficient execution of securities
transactions and the availability to brokers, dealers, and investors of
information with respect to quotations for and transactions in
securities.
In particular, by ensuring that market makers will only be relieved
of their market making obligations for legitimate reasons and that
waivers of the ``20-day rule'' will only be made when it is absolutely
clear that the market maker receiving the waiver was not attempting to
avoid its market making obligations when it withdrew or was withdrawn
from the security, the NASD and Nasdaq believe the proposed rule change
will help to ensure that market makers are abiding by their obligations
to make continuous, two-sided markets and promote quote competition
among market makers. Such competition among market makers will, in
turn, enhance the integrity of the Nasdaq market, the best execution of
customer orders, and the price discovery process for Nasdaq securities.
B. Self-Regulatory Organization's Statement on Burden on Competition
The NASD believes that the proposed rule change will not result in
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 35 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such
[[Page 53679]]
longer period to be appropriate and publishes its reasons for so
finding or (ii) as to which the NASD consents, the Commission will:
A. By order approve such proposed rule change, or
B. Institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing. Persons making written submissions
should file six copies thereof with the Secretary, Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549,
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 the principal office of the
NASD. All submissions should refer to File Number SR-NASD-97-04, and
should be submitted by November 5, 1997.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\5\
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\5\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-27281 Filed 10-14-97; 8:45 am]
BILLING CODE 8010-01-M
