Self-Regulatory Organizations; National Association of Securities Dealers, Inc.; Notice of Filing and Order Granting Accelerated Approval of Proposed Rule Change and Amendment No. 1 Thereto Relating to Listing Criteria for Selected Equity Linked Debt Securities (``SEEDS'')

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-36994; International Release No. 953; File No. SR-NASD-

96-01]

Self-Regulatory Organizations; National Association of Securities

Dealers, Inc.; Notice of Filing and Order Granting Accelerated Approval

of Proposed Rule Change and Amendment No. 1 Thereto Relating to Listing

Criteria for Selected Equity Linked Debt Securities (``SEEDS'')

March 20, 1996.

Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934

(``Act``), 15 U.S.C. 78s(b)(1), notice is hereby given that on January

4, 1996, 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 and II below, which Items have been prepared by the NASD. On

February 1, 1996, the NASD filed Amendment No. 1 (``Amendment No. 1'')

to the proposed rule change to revise the trading volume requirement

for securities underlying an issuance of SEEDS and to clarify issues

relating to the issuance of SEEDS on non-U.S. companies that trade in

the U.S. market as sponsored American Depositary Receipts (``ADRs''),

ordinary shares, or otherwise.\1\ This Order approves the proposed rule

change, as amended, on an accelerated basis and also solicits comments

on the proposed rule change, as amended, from interested persons.

\1\ Letter from Joan C. Conley, Corporate Secretary, NASD, to

Michael Walinskas, SEC, dated January 29, 1996.

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I. Self-Regulatory Organization's Statement of the Terms of Substance

of the Proposed Rule Change

The NASD is proposing to amend the listing standards for Selected

Equity-Linked Debt Securities (``SEEDS'') \2\ found in Section 2(f) of

Part III to Schedule D to the NASD By-Laws

[[Page 13554]]

(``Schedule D''). Specifically, the NASD proposes to amend Section

2(f)(3)(A) of Part III to Schedule D to increase the number of

securities eligible to underlie or be ``linked'' to SEEDS. The NASD

also proposes to amend Schedule D to provide alternative criteria for

the listing and trading of SEEDS linked to the performance of non-U.S.

companies that trade in the U.S. market as ADRs, ordinary shares, or

otherwise.

\2\ ``SEEDS'' and ``Selected Equity-Linked Debt Securities'' are

service marks of The Nasdaq Stock Market, Inc.

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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

SEEDS are intermediate-term (i.e., two to seven years), non-

convertible hybrid securities, the value of which is based at least in

part, on the value of another issuer's common stock, non-convertible

preferred stock, or certain sponsored ADRs.\3\ SEEDS may pay periodic

interest or may be issued as zero-coupon instruments with no payments

to holders prior to maturity. SEEDS also may be subject to a ``cap'' on

the maximum principal amount to be repaid to holders upon maturity, or,

conversely, they may feature a ``floor'' on the minimum principal

amount paid to holders upon maturity. A specific issue of SEEDS, for

example, may provide holders with a fixed semi-annual interest payment,

while capping the maximum amount to be repaid upon maturity at 135% of

the issuance price, with no minimum floor guarantee on the principal to

be repaid at maturity. Another issue of SEEDS might offer lower semi-

annual payments based upon a floating interest rate with a minimum

floor for the repayment of principal of 75% of the issuance price. The

flexibility available to an issuer of SEEDS permits the creation of

securities which offer issuers and investors the opportunity to more

precisely focus on a specific investment strategy.

\3\ See Securities Exchange Act Release No. 34758 (September 30,

1994), 59 FR 50943 (October 6, 1994).

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There are four components to the NASD's listing standards for

SEEDS: (1) Standards applicable to issuers of SEEDS; \4\ (2) standards

applicable to the SEEDS offerings themselves; \5\ (3) standards

applicable to the underlying linked security; \6\ and (4) limitations

on the size of a particular SEEDS offering.\7\

\4\ An issuer of a SEEDS must be an entity that is listed on the

Nasdaq National Market or the NYSE, or an affiliate of a company

listed on the Nasdaq National Market or the NYSE. Each issuer of a

SEEDS must also have a net worth of $150 million. In addition, the

market value of a SEEDS offering, when combined with the market

value of all other SEEDS offerings previously completed by the

issuer and traded on the Nasdaq National Market or a national

securities exchange, may not be greater than 25 percent of the

issuer's net worth at the time of issuance.

\5\ Each issuance of a SEEDS must have: (1) a minimum public

distribution of one million SEEDS; (2) a minimum of 400 holders of

the SEEDS, provided, however, that if the SEEDS is traded in $1,000

denominations, there must be a minimum of 100 holders; (3) a minimum

market value of $4 million; and (4) a term of two to seven years

(although a SEEDS on an ADR cannot have a term longer than three

years).

\6\ The securities linked to SEEDS must: (1) meet certain market

capitalization and trading volume requirements, as discussed below;

(2) be a U.S. reporting company under the Securities Exchange Act of

1934 (``Act''); (3) be traded on Nasdaq or a national securities

exchange; and (4) be subject to last sale reporting. In addition, as

discussed below, SEEDS may also be linked to certain non-U.S.

companies.

\7\ SEEDS linked to a U.S. security may not exceed five percent

of the total shares outstanding of such underlying security, absent

approval by the SEC. Depending on the percentage of world-wide

trading volume in the U.S. market, a SEEDS linked to a non-U.S.

security or sponsored ADR may not exceed two, three, or five percent

of the total shares outstanding of the non-U.S. security, as

discussed below.

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The NASD's instant rule proposal would modify the listing standards

applicable to the underlying linked security. First, the NASD proposes

to amend the trading volume criteria for securities eligible to be

linked to SEEDS found in Section 2(f)(3)(A) of Part III to Schedule D.

Currently, in order for a security to be eligible to be linked to a

SEEDS, the linked security must, among other things, meet one of the

following criteria: (a) Have a market capitalization of at least $3

billion and a trading volume in the United States of at least 2.5

million shares in the one-year period preceding the listing of the

SEEDS; (b) have a market capitalization of at least $1.5 billion and a

trading volume in the United States of at least 20 million shares in

the one-year period preceding the listing of the SEEDS; or (c) have a

market capitalization of at least $500 million and a trading volume in

the United States of at least 80 million shares in the one-year period

preceding the listing of the SEEDS.

Under the proposal, the trading volume criteria for SEEDS-linked

securities would be lowered such that a security could underlie a SEEDS

if it: (a) had a market capitalization of at least $3 billion and a

trading volume in the United States of at least 2.5 million shares in

the one-year period preceding the listing of the SEEDS; (b) had a

market capitalization of at least $1.5 billion and a trading volume in

the United States of at least 10 million shares in the one-year period

preceding the listing of the SEEDS; or (c) had a market capitalization

of at least $500 million and a trading volume in the United States of

at least 15 million shares in the one-year period preceding the listing

of the SEEDS.

The NASD believes this proposed trading volume criteria for SEEDS-

linked securities will provide qualified issuers greater flexibility to

list SEEDS on the Nasdaq National Market. The NASD also notes that its

proposal would delete a provision in the SEEDS listing standards that

permits the NASD, with the concurrence of the staff of the Division of

Market Regulation of the Commission, to list a particular SEEDS issue

notwithstanding the fact that the underlying linked security does not

meet the market capitalization and trading volume requirements noted

above. With the increased flexibility that the proposed trading volume

criteria will provide issuers, the NASD believes it no longer will be

necessary to retain this provision of the SEEDS listing standards.

Second, the NASD proposes to modify the SEEDS listing standard

governing which non-U.S. companies are eligible to be linked to SEEDS.

Presently, under Section 2(f)(3)(C) of Part III to Schedule D, SEEDS

may be linked to actively traded non-U.S. companies which are traded in

the U.S. market as sponsored ADRs, ordinary shares, or otherwise,

provided that: (1) the NASD has a comprehensive surveillance sharing

agreement in place with the primary foreign exchange on which the non-

U.S. security trades; or (2) the trading volume of the non-U.S.

security in the U.S. market represents at least 50% of the world-wide

trading volume in the non-U.S. security (``50% Test''). Under the

proposal, the manner in which the applicable percentage of world-wide

trading volume is calculated under the 50% Test would be modified and a

new criteria for the listing of SEEDS on non-U.S. securities would be

added. Specifically, the NASD proposes to revise the 50% Test so that

trading in non-U.S. securities and other related non-U.S. securities in

any market with which the NASD has a comprehensive

[[Page 13555]]

surveillance sharing agreement in place will be added to U.S. market

volume for the purpose of determining whether the 50% Test has been

met. Currently, only trading in the U.S. market counts toward

satisfying the 50% Test.

The NASD also proposes to add an alternative set of criteria to

Section 2(f)(3)(C) to expand the number of non-U.S. securities upon

which Nasdaq may list SEEDS. This new standard will be referred to as

the 20% Test + Daily Trading Volume Standard (``20% Test + Daily

Trading Volume Standard'') and will permit Nasdaq to list SEEDS on non-

U.S. securities if all of the following conditions are satisfied: (1)

The combined world-wide trading volume for the non-U.S. security in the

U.S. market represents (on a share equivalent basis) at least 20% of

the combined world-wide trading volume in the non-U.S. security and in

other related non-U.S. securities over the six-month period preceding

the date of selection of the non-U.S. security for a SEEDS listing; \8\

(2) the average daily trading volume for the non-U.S. security in the

U.S. market over the six-month period preceding the date of selection

of the non-U.S. security for a SEEDS listing is 100,000 or more shares;

and (3) the trading volume for the non-U.S. security in the U.S. market

is at least 60,000 shares per day for a majority of the trading days

for the six-month period preceding the date of selection of the non-

U.S. security for a SEEDS listing.

\8\ See Amendment No. 1. The calculation for the 20% Test +

Daily Trading Volume Standard does not include foreign markets with

which the NASD has in place a comprehensive surveillance sharing

agreement.

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The NASD also proposes to amend Section 2(f)(4) in order to clarify

the limitation on the number of SEEDS that may be linked to a

particular security. Specifically, the issuance of SEEDS relating to

any underlying non-U.S. security or sponsored ADR may not exceed 2% of

the total shares outstanding worldwide if at least 20% of the worldwide

trading volume occurs in the U.S. market during the six-month period

preceding the date of designation.\9\ The NASD notes that this change

is consistent with the 20% Test + Daily Trading Volume Standard

requirement contained in Section 2(f)(3)(C) that requires at least 20%

of the combined worldwide trading volume in the non-U.S. security to

occur in U.S. markets.\10\

\9\ The other size limitations in the NASD's rule remains

unchanged. Accordingly, the size of SEEDS issuances linked to non-

U.S. securities will be limited to 3% of the total shares of the

underlying security outstanding provided, however, at least 50% of

the worldwide trading volume for the security for the six-months

prior to listing occurred in the U.S. market, or 5% of the total

shares of the underlying security outstanding provided at least 70%

of the worldwide trading volume for the security for the six-months

prior to listing occurred in the U.S. market.

\10\ As with the 20% Test + Daily Trading Volume Standard,

foreign markets with which the NASD has in place a comprehensive

surveillance sharing agreement are not included in the calculation

for purposes of determining the size of eligible SEEDS issuances.

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The NASD believes that the alternate criteria for non-U.S.

securities is appropriate because it will ensure that non-U.S.

securities linked to SEEDS will have a significant amount of U.S.

market trading volume and a substantial volume of trading covered by a

comprehensive surveillance sharing agreement, which gives the NASD the

ability to inquire into potential trading problems or irregularities in

a marketplace that serves as a significant price discovery market for

the non-U.S. security. Thus, the proposed requirement of observable,

high trading volume should ameliorate any regulatory concern regarding

investor protection and, at the same time, allow investors to trade

SEEDS linked to more non-U.S. securities.

The NASD also believes that the proposal will benefit investors by

expanding the number of non-U.S. securities that may be linked to

SEEDS, thereby providing investors with enhanced investment

flexibility. The NASD believes that it is appropriate to now include

additional non-U.S. securities within the existing regulatory framework

for SEEDS because of the significant level of U.S. investor interest in

non-U.S. companies that are highly capitalized and actively traded.

For the foregoing reasons, the NASD believes the proposed rule

change is consistent with Section 15A(b)(6) of the Act. 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. In

sum, the NASD believes the proposal strikes an appropriate balance

between the NASD's need to adapt and respond to innovations in the

securities markets and the NASD's concomitant need to ensure the

protection of investors and the maintenance of fair and orderly

markets.

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. Findings and Conclusions

The Commission finds that the proposed rule change is consistent

with the requirements of the Act and the rules and regulations

thereunder applicable to a national securities association, and, in

particular, the requirements of Section 15A(b)(6).\11\ In particular,

the Commission believes the proposal is consistent with the Section

15A(b)(6) requirements that the rules of a registered securities

association be designed to promote just and equitable principles of

trade and not to permit unfair discrimination among issuers.

\11\ 15 U.S.C. 78o-3(b)(6) (1988).

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The Commission finds that the proposal to reduce the trading volume

requirement for eligible linked securities will expand the number of

securities that can be linked to SEEDS while maintaining the

requirement that the linked security be an actively traded, highly

capitalized common stock, non-convertible preferred stock or ADR. While

the proposal reduces the trading volume criteria for securities with

market capitalizations in the $1.5 billion and $500 million tiers to 10

million and 15 million shares, respectively (from 20 and 80 million

shares, respectively), the Commission nevertheless believes that,

together, the applicable capitalization and new trading volume

requirements will continue to help ensure that SEEDS are only issued on

highly liquid securities of broadly capitalized companies. Accordingly,

the Commission believes that the market capitalization and trading

volume requirements will continue to help reduce the likelihood of any

adverse market impact on the securities underlying SEEDS.

The Commission notes that the NASD has deleted the provision that

allows it to list SEEDS on securities not meeting these criteria if the

Division of Market Regulation of the SEC concurs. The revised criteria

will expand the number of securities eligible for SEEDS trading. The

increased flexibility in the SEEDS listing criteria should effectively

reduce

[[Page 13556]]

or eliminate the need for additional discretion in this area, in

addition to providing issuers and the NASD with specific and clear

guidance on the applicable listing criteria for a security to underlie

a SEEDS.

The Commission also believes that the additional proposed

amendments to the listing standards for SEEDS on non-U.S. securities

will benefit investors by effectively increasing the number of

available SEEDS-eligible non-U.S. securities. At the same time, as

described below, the proposal provides safeguards designed to reduce

the potential for manipulation and other abusive trading strategies in

connection with the trading of non-U.S. security SEEDS and their

underlying securities. Accordingly, the Commission believes that the

proposal will extend the benefits associated with SEEDS on non-U.S.

securities without compromising the effectiveness of the NASD's listing

standards for such securities.

Currently, the 50% Test allows the NASD to list SEEDS on a non-U.S.

security in the absence of a comprehensive/effective surveillance

sharing agreement with the primary exchange where the non-U.S. security

trades if the combined trading volume of the non-U.S. security and

other related non-U.S. securities occurring in the U.S. market during

the six month period preceding the selection of the non-U.S. security

for SEEDS listing represents (on a share equivalent basis) at least 50%

of the combined world-wide trading volume in such securities.

The Commission has previously concluded that the 50% Test helps to

ensure that the relevant pricing market for non-U.S. securities

underlying SEEDS (or other similar equity linked debt securities)

occurs in the U.S. market.\12\ In such cases, the Commission has

previously found that the U.S. market is the instrumental market for

purposes of deterring and detecting potential manipulations or other

abusive trading strategies in conjunction with transactions in the

overlying non-U.S. security equity-linked market. Because the U.S.

self-regulatory organizations which comprise the U.S. market for non-

U.S. securities are members of the Intermarket Surveillance Group,\13\

the Commission has concluded that there exists an effective

surveillance sharing agreement to permit the NASD to adequately

investigate any potential manipulations of the non-U.S. security SEEDS

or their underlying securities.

\12\ See Securities Exchange Act Release Nos. 34549 (August 18,

1994), 59 FR 43873 (August 25, 1994) (SR-Amex-93-46); 34759

(September 30, 1994), 59 FR 50939 (October 6, 1994) (SR-CBOE-94-04);

34758 (September 30, 1994), 59 FR 50943 (October 6, 1994) (SR-NASD-

94-49); 34985 (November 18, 1994), 59 FR 60860 (November 28, 1994)

(SR-NYSE-94-37); and 35479 (March 13, 1995), 60 FR 14993 (March 21,

1995) (SR-Phlx-95-09) (``ELN Approval Orders'').

\13\ The Intermarket Surveillance Group (``ISG'') was formed on

July 14, 1983 to, among other things, coordinate more effectively

surveillance and investigative information sharing arrangements in

the stock and options markets. See Intermarket Surveillance Group

Agreement, July 14, 1983. The most recent amendment to the ISG

Agreement, which incorporates the original agreement and all

amendments made thereafter, was signed by ISG members on January 29,

1990. See Second Amendment to the Intermarket Surveillance Group

Agreement, January 29, 1990. The members of the ISG are: the

American Stock Exchange, Inc.; the Boston Stock Exchange, Inc.; the

Chicago Board Options Exchange, Inc.; the Chicago Stock Exchange,

Inc.; the NASD; the New York Stock Exchange, Inc.; the Pacific Stock

Exchange, Inc.; and the Philadelphia Stock Exchange, Inc. Because of

potential opportunities for trading abuses involving stock index

futures, stock options, and the underlying stock and the need for

greater sharing of surveillance information and for these potential

intermarket trading abuses, the major stock index futures exchanges

(e.g., the Chicago Mercantile Exchange and the Chicago Board of

Trade) joined the ISG as affiliate members of 1980.

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The NASD proposes to modify the 50% Test to include in the U.S.

market volume calculation the trading volume in non-U.S. securities and

other related non-U.S. securities that occurs in any market with which

the NASD has in place a comprehensive/effective surveillance sharing

agreement. The Commission believes that this proposed modification of

the 50% Test is consistent with the Act and with the Commission's

approach in the ELN Approval Orders because it will continue to ensure

that the majority of world-wide trading volume in the non-U.S. security

and other related non-U.S. securities occurs in trading markets with

which the NASD has in place a comprehensive/effective surveillance

sharing agreement. The existence of such agreements should deter as

well as detect manipulations or other abusive trading strategies and

also provide an adequate mechanism for obtaining market and trading

information from the non-U.S. markets that the list the non-U.S.

security underlying the NASD's SEEDS in order to adequately investigate

any potential abuse or manipulation.

Additionally, the Commission finds that the proposed 20% Test +

Daily Trading Volume Standard is consistent with the Act and with the

ELN Approval Orders. As noted above, the 20% Test + Daily Trading

Volume Standard will allow the NASD to list SEEDS on a non-U.S.

security if, over the six month period preceding the date of selection

of the non-U.S. security for SEEDS trading (1) the combined world-wide

trading volume for the non-U.S. security in the U.S. market represents

(on a share equivalent basis) at least 20% of the combined world-wide

trading volume in the non-U.S. security and other related non-U.S.

securities; \14\ (2) the average daily trading volume for the non-U.S.

security in the U.S. market is at least 100,000 shares; and (3) the

trading volume for the non-U.S. security in the U.S. market is at least

60,000 shares per day for a majority of the trading days.

\14\ The U.S. notes that the 20% Test + Daily Trading Volume

standard does not include worldwide trading volume in the non-U.S.

security that takes place in a foreign market regardless of the

existence of a comprehensive surveillance sharing agreement with the

listing exchange. The 20% Test is a minimum U.S. market share

trading test intended to permit the listing of SEEDS only on non-

U.S. securities that have active and liquid markets in the U.S.

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The Commission believes that these requirements present a

reasonable alternative to the 50% Test by limiting the actual listing

of SEEDS on non-U.S. securities to only those non-U.S. securities that

have a significant amount of U.S. market trading volume. This will

ensure that the U.S. market is sufficiently active to serve as a

relevant pricing market for the non-U.S. security and that the

underlying foreign security is readily available to meet the delivery

requirements upon exercise of the SEEDS. Accordingly, the Commission

believes that the 20% Test + Daily Trading Volume Standard should help

to ensure that the U.S. markets serve a significant role in the price

discovery of the applicable non-U.S. security and are generally deep,

liquid markets.

Finally, the NASD believes, for similar reasons, that it is

appropriate to reduce the minimum U.S. trading volume requirements for

SEEDS issuances from 30% to 20%. As noted above, the Commission

believes that the 20% Test + Daily Trading Volume Standard will ensure

that an underlying non-U.S. security has deep and liquid markets to

sustain a SEEDS listing. The Commission believes that it is appropriate

to adjust the limitations on the size of the SEEDS issuance to

correspond to this requirement. Accordingly, where the trading volume

in the U.S. market for the underlying non-U.S. security is between 20%

and 50% of the worldwide trading volume, the issuance will be limited

to 2% of the total outstanding shares of the underlying security. The

20% minimum U.S. trading volume requirement should continue to ensure

that the U.S. market is significant enough to accommodate SEEDS

trading. In this regard, the Commission believes that these

[[Page 13557]]

restrictions will minimize the possibility that trading in such

issuances will adversely impact the market for the security to which it

is linked.

The Commission finds good cause for approving the proposed rule

change and Amendment No. 1 to the proposed rule change prior to the

thirtieth day after the date of publication of notice thereof in the

Federal Register in order to allow the NASD to implement these changes

to its SEEDS Listing Standards without delay. The proposal will provide

the NASD with increased flexibility in the listing of SEEDS products on

both U.S. and non-U.S. securities without compromising investor

protection concerns. In addition, the NASD proposal is substantially

similar to, and is being approved concurrently with, two American Stock

Exchange proposals relating to equity linked notes listing standards,

both of which were subject to the full notice and comment period.\15\

The Commission notes that no comment letters were received on these

Amex proposals. Accordingly, the Commission does not believe the NASD

proposal, as amended, raises any new or unique regulatory issues. For

these reasons, the Commission believes there is good cause, consistent

with Sections 15A(b)(6) \16\ and 19(b)(2) \17\ of the Act, to approve

the proposed rule change and Amendment No. 1 to the proposal on an

accelerated basis.

\15\ See Securities Exchange Act Release Nos. 36538 (Nov. 30,

1995) (notice of filing of SR-Amex-95-44) and 36578 (Dec. 13, 1995)

(notice of filing of SR-Amex-95-48).

\16\ 15 U.S.C. 78o-3(b)(6) (1988).

\17\ 15 U.S.C. 78s(b)(2) (1988).

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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 Section, 450 Fifth Street, N.W.,

Washington, D.C. Copies of such filing will also be available for

inspection and copying at the principal office of the above-mentioned

self-regulatory organization. All submissions should refer to the file

number of the caption above and should be submitted by April 17, 1996.

It therefore is ordered, pursuant to Section 19(b)(2) of the

Act,\18\ that the proposed rule change (SR-NASD-96-01) is approved, as

amended.

\18\ 15 U.S.C. 78s(b)(2) (1988)

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For the Commission, by the Division of Market Regulation,

pursuant to delegated authority.\19\

\19\ 17 CFR Sec. 200.30-3(a)(12) (1994).

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Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 96-7397 Filed 3-26-96; 8:45 am]

BILLING CODE 8010-01-M