[Federal Register Volume 64, Number 110 (Wednesday, June 9, 1999)]
[Notices]
[Pages 31024-31028]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-14576]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-41468; File No. SR-NASD-97-76]
Self-Regulatory Organizations; National Association of Securities
Dealers, Inc.; Order Granting Approval to Proposed Rule Change and
Amendment No. 1 Thereto and Notice of Filing and Order Granting
Accelerated Approval to Amendment Nos. 2 and 3 to Proposed Rule Change
To Amend Its Rule 3230 Relating to Clearing Agreements
June 2, 1999.
I. Introduction
On October 14, 1997, the NASD Regulation, Inc. (``NASDR'')
submitted to the Securities and Exchange Commission (``Commission'') on
behalf of the National Association of Securities Dealers, Inc.
(``NASD'' or ``Association''), pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4
thereunder,\2\ a proposed rule change to amend NASD Rule 3230 to
monitor the activities of introducing firms that are parties to
clearing agreements. On November 20, 1997, NASDR filed Amendment No. 1
to the proposed rule change.\3\
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Letter from John M. Ramsay, Deputy General Counsel,
NASDR, to Katherine A. England, Assistant Director, Division of
Market Regulation (``Division''), Commission, dated November 19,
1997 (``Amendment No. 1'').
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The proposed rule change, as amended, was published for comment in
the Federal Register on December 1, 1997.\4\ Three comment letters were
received on the proposal.\5\ On August 18, 1998, the NASDR submitted
[[Page 31025]]
Amendment No. 2 to the Commission.\6\ On November 18, 1998, the NASDR
submitted Amendment No. 3 to the Commission.\7\ This order approves the
proposed rule change and Amendment No. 1 and approves Amendment Nos. 2
and 3 on an accelerated basis.
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\4\ See Securities Exchange Act Release No. 39349 (November 21,
1997), 62 FR 63589.
\5\ See Letters to Jonathan Katz, Secretary, Commission, from
Alan G. Bower, Senior Vice President and Managing Counsel, Smith
Barney, Inc., dated December 15, 1997 (``Smith Barney''); Henry H.
Hopkins, Managing Director and Legal Counsel, and David Oestreicher,
Associate Legal Counsel, T. Rowe Price Associates, Inc., dated
December 19, 1997 (``T. Rowe Price''); and Thomas J. Berthel,
Chairman, Local Firms Committee, Edward Schlitzer, Chairman,
Clearing Firms Committee, and Thomas A. Franko, Ad Hoc Clearing
Subcommittee, Securities Industry Association, dated December 29,
1997 (``SIA'').
\6\ See Letter from John M. Ramsay, Vice President and Deputy
General Counsel, NASDR, to Katherine A. England, Assistant Director,
Division, Commission, dated August 18, 1998 (``Amendment No. 2'').
In Amendment No. 2, the NASDR responds to the comment letters
received by the Commission and proposes to amend its filing to: (1)
Delete the proposed requirement that, in response to customer
complaints, the clearing firm must notify customers of their right
to transfer their accounts; (2) delete the proposed requirement that
the clearing firm provide, upon request of the introducing firm's
Designated Examining Authority, reports that were offered to, but
declined by, the introducing firm; (3) provide the NASD with the
discretion to permit exemptions from the proposed customer complaint
and exception report requirements for good cause shown; (4) modify
its language relating to the issuance of negotiation instruments;
and (5) conform the proposal to that of the New York Stock Exchange
(``NYSE'') by specifying an as of date for the required annual
notice of exception reports.
\7\ See Letter from Alden S. Adkins, Senior Vice President and
General Counsel, NASDR, to Katherine A. England, Assistant Director,
Division, Commission, dated November 12, 1998 (``Amendment No. 3'').
In Amendment No. 3, the NASDR proposes to amend the proposed rule
language to limit the proposed exemption for good cause shown to
instances in which the introducing firm is an affiliated entity of
the carrying organization. The NASDR also proposes to amend NASD
rule 9610(a) to add Rule 3230 to the list of rules for which
exemptions are available.
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II. Description of the Proposal
The NASDR proposes to revise NASD Rule 3230 to enhance the ability
of the Association and other securities self-regulatory organizations
(``SROs'') to monitor the activities of introducing firms that are
parties to clearing agreements. NASD Rule 3230 governs the contractual
agreements, known as clearing agreements, between a clearing firm and
an introducing firm, that allocate certain functions and
responsibilities associated with the clearing of, and transactions in,
customer accounts. Generally, the proposed amendments to NASD Rule 3230
would provide for increased monitoring of customer complaints regarding
introducing firms, require specific procedures for introducing firms
requesting reports offered by clearing firms, and address procedures
and responsibilities of introducing firms that are permitted to issue
negotiable instruments of the clearing firms.
Specifically, the proposal, as amended, would require a clearing
firm to provide promptly any written customer complaint it receives
regarding the introducing firm to the introducing firm and the
introducing firm's Designated Examining Authority (``DEA''). In
addition, the proposal would require that the clearing firm notify the
customer who submitted the written complaint in writing that the
complaint was received and that it was provided to the introducing firm
and the DEA. As initially proposed, the clearing firm would also have
been required, in response to customer complaints, to inform customers
of their right to transfer their accounts to another broker-dealer. As
discussed further below, this provision was subsequently deleted from
the proposal in response to comment letters received by the
Commission.\8\
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\8\ See Amendment No. 2, supra note 6.
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The proposal also would require the clearing firm to provide to
each of its introducing firms, at the beginning of the agreement and
annually thereafter, a list of all exception and other reports that it
offers to assist its introducing firms in supervising and monitoring
their customer accounts.\9\ The proposal would require each introducing
firm to notify its clearing firm of those specific reports offered that
should be provided to the firm.\10\
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\9\ As initially proposed, the clearing firm would have been
required to provide, upon request of the introducing firm's DEA,
reports that were offered to the introducing firm, but which the
introducing firm declined. This provision was subsequently deleted
from the proposal. See Amendment No. 2, supra note 6.
\10\ In addition, the clearing firm would be required to retain
and preserve copies of the specific reports requested by or supplied
to the introducing firm or have the capability to: (1) Recreate
copies of reports provided, or (2) make available the report format
and data elements provided in the original reports necessary to
recreate the original reports.
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In addition, the proposal would require the clearing firm to
provide written notice, on an annual basis within 30 days of July 1 of
each year (i.e., between June 1 and July 31), to the introducing firm's
Chief Executive Officer, Compliance Officer, and DEA, of the list of
reports offered to the introducing firm and to specify those reports
actually requested or supplied as of the report date.\11\
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\11\ Under the original proposal, the clearing firm would have
been required to notify the introducing firm and the introducing
firm's DEA of exception and other reports offered or supplied to, or
requested by, the introducing firm during the previous year. The
NASDR now proposes to conform its proposal to that of the NYSE by
clarifying that the requisite notice must be made as of a specific
date, rather than during the course of the year. See Amendment No.
2, supra note 6.
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The proposal, as amended, would grant the NASD the discretion, upon
a showing of good cause, to grant exemptions from the requirements
relating to the handling of customer complaints and the provision of
exception reports in instances where the introducing firm is an
affiliated entity of the clearing firm.\12\ The Association also
proposes to amend NASD rule 9610(a) to add Rule 3230 to the list of
rules for which exemptions are available.\13\
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\12\ See Amendment No. 2, supra note 6; see also Amendment No.
3, supra note 7.
\13\ See Amendment No. 3, supra note 7.
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Finally, the proposal addresses those agreements that allow
introducing firms to issue negotiable instruments (e.g., checks) to
their customers, for which the clearing firm is the maker or drawer.
The proposed rule provides that the introducing firm must represent to
the clearing firm that it has supervisory procedures in place, which it
enforces and which are satisfactory to the clearing firm,\14\ with
respect to the issuance of such instruments.
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\14\ To conform its proposal to that of the NYSE, the NASD
proposes to require that the introducing firm's supervisory
procedures, with respect to the issuance of negotiable instruments
for which the clearing firm is maker or drawer, are ``satisfactory
to the carrying organization.'' See Amendment No. 2, supra note 6.
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III. Summary of Comments
The Commission received three comment letters on the proposed rule
change.\15\ As discussed further below, the commenters generally
supported the proposed amendments to NASD Rule 3230; however, they
recommended a number of modifications to the proposal.
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\15\ See note 5, supra.
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A. Customer Complaints
One commenter stated that the proposed requirement that clearing
firms must forward customer complaints may be unnecessary since NASD
Rule 3070 already requires the reporting of customer complaints.\16\
The NASDR declined to amend its proposal in response to this comment
because the requirements differ and serve different purposes.
Specifically, NASD Rule 3070 requires statistical reporting, while the
proposal would require copies of the actual reports to be forwarded.
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\16\ See T. Rowe Price Letter, supra note 5.
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Two commenters recommended the deletion of the proposed requirement
that the clearing firm notify complaining customers in writing that
they have the right to transfer their accounts to another broker-
dealer.\17\ These commenters expressed concerns that the proposed
requirement could be misleading as it could create the perception that
the subject of the customer's complaint necessarily warranted a
transfer.\18\ For example, one commenter pointed out that the proposed
statement ``might well cause
[[Page 31026]]
the customer to infer wrongdoing and take his or her business
elsewhere, regardless of the merit of the complaint or the underlying
circumstances * * *'' \19\ In response, the NASDR proposes to delete
the provision that requires that customers be notified of their right
to transfer their accounts to another broker-dealer, noting that
investor education initiatives may more effectively accomplish the
objectives of the proposed requirements.\20\
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\17\ See Letters from T. Rowe Price and SIA, supra note 5.
\18\ Id.
\19\ See SIA Letter, supra note 5 (incorporation by reference
Letter to Jonathan Katz, Secretary, Commission, from Thomas J.
Berthel, Chairman, Local Firms Committee, Edward Schlitzer,
Chairman, Clearing Firms Committee, and Thomas A. Franko, Ad Hoc
Clearing Subcommittee, Securities Industry Association, dated
November 3, 1997, on File No. SR-NYSE-97-25).
\20\ See Amendment No. 2, supra note 6.
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B. Exception Reports
One commenter recommended that the proposal should require clearing
firms to produce and make available certain basic reports to their
introducing firms, rather than to require clearing firms to provide
notices of the reports that are offered to their introducing firms.\21\
The NASDR declined to amend its proposal in response to this comment,
noting that ``firms generally have wide latitude to tailor clearing
arrangements to individual business situations, and there is not
industry standard for such arrangements or for the exception and other
reports made available pursuant to such arrangements.'' \22\
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\21\ See T. Rowe Price Letter, supra note 5.
\22\ See Amendment No. 2, supra note 6.
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One commenter recommended that the NASDR conform its proposed rule
language to that of the NYSE by specifying that the proposed
notification requirements apply to reports offered, requested or
supplied as of a specific date, because it would not be feasible for
clearing firms to track all of the various reports that introducing
firms may have been offered, requested or received over the course of a
year.\23\ In response, the NASDR proposes to amend its proposed rule
language to require clearing firms to notify the introducing firms and
the introducing firm's DEA of exception and other reports offered or
supplied to, or requested by, the introducing firms as of a specific
date, rather than through the course of the year.\24\
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\23\ See SIA Letter, supra note 5.
\24\ See Amendment No. 2, supra note 6.
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The same commenter also opposed the proposed requirement that, upon
the request of the introducing firm's DEA, the clearing firm must
provide reports that were offered to the introducing firm, but which
the introducing firm declined to receive.\25\ This commenter noted that
compliance with this proposed requirement may be impossible, or, at a
minimum, burdensome to the clearing firm.\26\ In response, the NASDR
proposes to delete this proposed requirement.\27\
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\25\ SeeSIA Letter, supra, note. 5.
\26\ Id.
\27\ See Amendment No. 2, supra note 6.
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C. Exemption for Good Cause Shown
One commenter expressed concerns that the proposed provisions
relating to customer complaints and exception reports would be
unnecessary in situations in which clearing firms were already
performing these compliance functions for their introducing firm
subsidiaries.\28\ In response to this comment, the NASDR proposes to
amend its filing to allow the Association to grant an exemption from
the customer complaint and exception report provisions in instances
where the introducing firm is an affiliated entity of the clearing
firm.\29\
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\28\ See Smith Barney Letter, supra note 5.
\29\ See Amendment No. 2, supra note 6.
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D. Negotiable Instruments
One commenter expressed concerns about the NASDR's description of
the proposed provisions relating to negotiable instruments, noting that
the NASDR's interpretation ``is misleading in that it implies that the
[clearing firm] could be liable for the acts of the [introducing firm]
independent of the [clearing firm's] obligations as maker or drawer.''
\30\ In response, the NASDR proposes to amend its discussion in the
proposal to clarify that the proposal ``simply requires introducing
firms to establish clear safeguards and procedures that are
satisfactory to the clearing member when the introducing member issues
checks to customers drawn to the clearing member's account'' \31\
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\30\ See SIA Letter, supra note 5.
\31\ See Amendment No. 2, supra note 6.
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IV. Discussion
The Commission finds that the proposed rule change is consistent
with the requirements of Section 15A of the Act \32\ and the rules and
regulations thereunder applicable to a national securities
association.\33\ The Commission believes that the proposed rule change
is consistent with and furthers the objectives of Section 15A(b)(6) of
the Act,\34\ in that it is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to remove impediments to and perfect the mechanism
of a free and open market and, in general, to protect investors and the
public interest.
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\32\ 15 U.S.C. 78o-3.
\33\ In approving this rule, the Commission considered the
proposed rule's impact on efficiency, competition, and capital
formation. 15 U.S.C. 78c(f).
\34\ 15 U.S.C. 78o-3(b)(6).
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The Commission believes that the proposed rule change, by assisting
the NASD to better monitor the activities of introducing brokers,
should help to prevent fraudulent and manipulative acts and practices.
The proposal and the companion proposal submitted by the NYSE \35\
represent an important step toward addressing recent concerns about
questionable sales practices and potentially fraudulent activity
engaged in by some introducing firms.\36\ The Commission expects that
the proposed rules, by establishing procedures for the handling of
customer complaints, the offer and receipt of exception reports, and
the introducing firm's issuance of negotiable instruments of the
clearing firm, should assist the SROs in their regulatory efforts. In
addition, by requiring clearing firms to provide to their introducing
firms copies of customer complaints and lists of available exception
reports, the proposal should help introducing firms to better monitor
their customer accounts.
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\35\ The Commission is simultaneously approving the NYSE's
amended proposal, File No. SR-NYSE-97-25.
\36\ The Commission encourages the NASD, the NYSE, and others to
continue to consider additional measures focusing on introducing and
clearing firm processes that would assist in detecting and deterring
fraudulent and manipulative activities.
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A. Customer Complaints
The proposed customer complaint provisions of the proposal would
require clearing firms to provide any written customer complaint they
receive regarding the introducing firm to the introducing firm and the
introducing firm's DEA. In addition, the proposal would require that
the customer who submitted the written complaint be notified in writing
by the clearing firm that the complaint was received and that it was
provided to the introducing firm and the DEA.
The Commission believes the proposed requirements relating to the
handling of customer complaints received by clearing firms are
reasonable. These procedures should enhance the ability of introducing
firms and their DEAs to monitor complaints. In particular, DEAs and
firms should be better able to identify patterns of complaints to
determine, for example, whether there is a problem with the firm's
supervisory procedures, operations, or an individual registered
[[Page 31027]]
representative. The Commission notes one commenter's concern that the
proposal is duplicative because existing NASD Rule 3070(c) requires
member firms to report to the Association statistical and summary
information regarding customer complaints.\37\ The Commission, however,
believes that because this proposal would require the submission of a
copy of the actual complaint to the DEA, the proposed reporting
requirements supplement, rather than duplicate, the existing reporting
requirements.
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\37\ See T. Rowe Price, supra note 5.
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Moreover, the Commission agrees with the commenters that the
notification provisions, initially proposed, which required clearing
firms to advise complaining customers of their right to transfer their
accounts, could have created the perception that the subject of the
customer's complaint warranted a transfer. Many customer complaints
relate to operational issues, such as delayed dividend checks, and are
easily resolved by the firm. The Commission believes that broader
investor education initiatives designed to inform investors of their
rights would more effectively achieve the same objectives without
creating the possibility of unnecessary confusion. The Commission is
working with the SROs on educational initiatives in this area.
Accordingly, the Commission believes that the Association's proposal to
delete the proposed notification provision is appropriate.
B. Exception Reports
The proposal also would require clearing firms to provide a list of
all reports that are offered to their introducing firms and would
require each introducing firm to provide its clearing firm with a list
of specific reports requested. The proposal further would require
clearing firms to provide to their introducing firms and their
introducing firm's DEA written annual notice, within 30 days of July 1,
of the list of reports offered to each introducing firm and to specify
those reports actually requested or supplied as of the report date.
Exception and other reports are important in the monitoring and
supervision of customer accounts, from both a risk management and
customer services perspective. For example, reports that flag unusual
account activity or possible unauthorized trades may allow for early
detection and correction of potential problems with a firm's
supervisory procedures, operations, or an individual registered
representative. The Commission therefore believes that the
Association's proposal will enhance the firm's supervisory procedures
and give DEAs more information to identify potential weaknesses at
individual firms.
The Commission disagrees with the comment that the Association's
rules should dictate certain basic reports that every introducing
broker should receive.\38\ The Commission is concerned that because an
industry standard has not been established at this time, encouraging
the NASD to establish a list of ``basic'' reports would likely result
in many introducing brokers obtaining no more than that minimum,
despite the fact that a particular introducing firm may need more
comprehensive information. That being said, however, the Commission
notes that it is the responsibility of each introducing firm to obtain
from its clearing firm or elsewhere all relevant information that the
introducing firm requires to adequately supervise and monitor its
operations, including the handling of customers' accounts.
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\38\ See T. Rowe Price Letter, supra note 5.
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The Commission believes that the Association's proposal to amend
the rule language to require clearing firms to provide the requisite
notification regarding exception and other reports offered, supplied
to, or requested by the introducing firm as of a specific date, rather
than through the course of the year, is reasonable. The Commission also
supports the NASDR's proposed deletion of the requirement that, at the
request of the introducing firm's DEA, the clearing firm must provide
reports that were offered to the introducing firm, but which the
introducing firm declined to receive.
The Commission believes that these revisions to the original
proposal should not diminish the value of the proposed amendments to
NASD Rule 3230 as a supervisory tool. Information regarding reports
available and those reports requested as of a specific date should
assist both the introducing firm in assessing its prospective needs and
the introducing firm's DEA in its regulatory efforts. Even without a
reporting requirement, the DEA will still be able to determine which
reports were made available to the introducing firm, and which were not
requested. In addition, the Commission notes that both of these
proposed revisions to the Association's original filing seek to conform
the NASD's proposal to that submitted by the NYSE. The Commission
believes that uniformity between the NASD's and the NYSE's rules in
this area should ease the compliance burden on introducing firms and
their clearing brokers alike, as well as enhance the usefulness of the
rules for the firms' respective DEAs.
Finally, the Commission notes that the proposed requirements
relating to exception reports apply to all clearing firm/introducing
firm relationships, regardless of the manner in which the data is
transmitted from the clearing firm to the introducing firm. Therefore,
the proposed rules are equally applicable to clearing agreements that
provide for the transmission from the clearing firm to the introducing
firm of raw data, rather than information organized in a formatted
report. Under either scenario, the Commission expects the introducing
firm to determine what information is needed for the proper supervision
of its customer accounts, and to have the ability to use the data
provided by its clearing firm in its supervisory efforts.
C. Exemption for Good Cause Shown
The NASD is proposing to include an exemption from the customer
complaint and exception report provisions of the proposal for those
situations in which clearing firms are already performing these
compliance functions for their introducing firm affiliates. The
Commission believes that it is reasonable for the Association to have
the authority to grant such an exemption in the limited circumstances
in which the introducing firm is an affiliated entity of the clearing
firm to avoid duplication of efforts.
D. Negotiable Instruments
The Commission believes that the proposed procedures to be followed
by introducing firms that issue negotiable instruments for which the
clearing firm is the maker or drawer are reasonable. Specifically, the
Commission believes that it is appropriate for the introducing firm to
be required to represent to the clearing firm that it has supervisory
procedures in place, which it enforces, and which are satisfactory to
the clearing firm. A clearing firm that finds that its introducing firm
does not have minimal safeguards and procedures for the issuance of
checks drawn on the clearing firm's account should, at a minimum,
reexamine its relationship with the introducing firm. The Commission
views the proposed requirement as a supplement to, rather than a
replacement for, any other obligation or legal liability of the
clearing firm as maker or drawer of the instrument.\39\
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\39\ See e.g., NASD Guide to Rule Interpretations 1996, p. 75,
Ability of a (k)(2)(ii) Broker/Dealer to Write Checks on Behalf of
the Clearing Firm, see also Amendment No. 2, supra note 6.
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[[Page 31028]]
The Commission finds good cause for approving proposed Amendment
Nos. 2 and 3 prior to the thirtieth day after the date of publication
of notice of filing thereof in the Federal Register. In Amendment No.
2, the NASDR modifies the original filing in response to specific
comments raised in three comment letters. Specifically, Amendment No. 2
deletes the proposed rule language requiring clearing firms to include
in their responses to customer complaints a statement regarding the
customer's right to transfer the account to another broker-dealer. As
discussed above, the Commission believes that alternative investor
education initiatives should inform public customers of their rights
without raising the possibility of customer confusion regarding whether
the clearing firm believes such action is warranted. Amendment No. 2
also adds a good cause exclusion from certain provisions of the
proposed rule in certain circumstances. In Amendment No. 2, the NASDR
also proposes several amendments to conform its proposed rule language
to that proposed by the NYSE. In Amendment No. 3, the NASDR limits the
proposed good cause exemption to situations in which the introducing
firm is an affiliated entity of the clearing firm. As the modifications
proposed in Amendment Nos. 2 and 3 are reasonable and do not
significantly alter the original proposal, the Commission believes that
Amendment Nos. 2 and 3 raise no new issues of regulatory concern.
Accordingly, the Commission believes that it is consistent with Section
6 of the Act \40\ to approve Amendment Nos. 2 and 3 to the proposed
rule change on an accelerated basis.
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\40\ 15 U.S.C. 78f.
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V. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning Amendment Nos. 2 and 3, including whether
Amendment Nos. 2 and 3 are 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 all such
filings will also be available for inspection and copying at the
principal office of the NASD. All submissions should refer to File No.
SR-NASD-97-76 and should be submitted by June 30, 1999.
VI. Conclusion
The Commission believes that the proposal, as amended, should
significantly assist the efforts of introducing firms and their DEAs to
fulfill their supervisory responsibilities. Specifically, the
Commission believes that, by ensuring that clearing firms provide
introducing firms with important information about their customers'
accounts and by requiring that the introducing firms have in place
supervisory procedures with respect to their issuance of negotiable
instruments, the proposed rules should enhance good business practices
by introducing firms. Further, by requiring that introducing firms
receive copies of customer complaints and exception and other reports
about their customers' accounts, the proposal should assist introducing
firms in more quickly identifying and addressing potential problems
with their supervisory procedures, operations, or an individual
registered representative. This should reduce the risks to both the
firm and its customers from questionable sales practices and
potentially fraudulent activity.
In addition, the Commission believes that the proposal should also
assist the regulatory efforts of the introducing firms' DEAs.
Specifically, the Commission believes that the proposal may allow
earlier detection by an introducing firm's DEA of potentially
fraudulent activity, which will benefit investors and the public.
Therefore, the Commission finds the approval of the proposed rule
change, as amended, is consistent with the requirements of the Act
applicable to a national securities association, and in particular,
with the requirements of Section 15A(b)(6) of the Act \41\ and the
rules and regulations thereunder.
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\41\ 15 U.S.C. 78o-3.
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It Is Therefore Ordered, pursuant to section 19(b)(2) of the
Act,\42\ that the proposed rule change (SR-NASD-97-76) is approved, as
amended.
\42\ 15 U.S.C. 78s(b)(2).
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For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\43\
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\43\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-14576 Filed 6-8-99; 8:45 am]
BILLING CODE 8010-01-M
