[Federal Register Volume 59, Number 110 (Thursday, June 9, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-14029]


[[Page Unknown]]

[Federal Register: June 9, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-34156; File No. SR-NASD-94-14]

 

Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by National Association of Securities Dealers, Inc., Relating to 
Application for Membership in the Association

June 3, 1994.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on May 4, 1994, the National 
Association of Securities Dealers, Inc. (``NASD'' or ``Association'') 
filed with the Securities and Exchange Commission (``SEC'' or 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the NASD.\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. 78s(b)(1) (1988).
    \2\The NASD amended the proposed rule change once subsequent to 
its original filing on March 11, 1994. This amendment changes the 
requirement that an applicant for membership in the NASD submit a 
copy of its ``current submission to the Securities and Exchange 
Commission pursuant to Rule 15b1-2(c) under the Securities Exchange 
Act of 1934'' to require that the applicant submit ``Form BD filed 
with the Central Registration Depository.'' This amendment is 
technical in nature in that it corrects a deficiency that arose out 
of the 1992 amendments to the broker-dealer registration process 
which deleted Rule 15b1-2(c) and requires that Form BD be submitted 
to the NASD. See Securities Exchange Act Release No. 31660 (Dec. 28, 
1992), 58 FR 11 (Jan. 4, 1993) (adoption of rule amendments to 
broker-dealer registration and reporting requirements).
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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 sections 1(b) and 1(c) to Article 
III of the NASD By-Laws and Schedule C to the By-Laws to modify the 
process by which an applicant applies for membership in the 
Association. Below is the text of the proposed rule change. Proposed 
new language is italicized and deleted language is bracketed.

By-Laws Article III Membership

Application for Membership

    Sec 1. (a) Application for membership in the Corporation, properly 
signed by the applicant, shall be made to the Corporation, on the form 
to be prescribed by the Corporation, and shall contain:
    (1) An acceptance of and an agreement to abide by, comply with, and 
adhere to, all the provisions, conditions, and covenants of the 
Certificate of Incorporation, the By-Laws, the rules and regulations of 
the Corporation as they are or may from time to time be adopted, 
changed or amended, and all rulings, orders, directions and decisions 
of, and sanctions imposed by, the Board of Governors or any duly 
authorized committee, the provisions of the federal securities laws, 
including the rules and regulations adopted thereunder, including the 
rules of the Municipal Securities Rulemaking Board and the Treasury 
Department, provided, however, that such an agreement shall not be 
construed as a waiver by the applicant of any right to appeal as 
provided in the Act;
    (2) An agreement to pay such dues, assessments, and other charges 
in the manner and amount as shall from time to time be fixed by the 
Board of Governors pursuant to these By-Laws;
    (3) An agreement that neither the Corporation, nor any officer or 
employee thereof, nor any member of the Board of Governors or of any 
district or other committee, shall be liable, except for willful 
malfeasance, to the applicant or to any member of the Corporation or to 
any other person, for any action taken by such officer or member of the 
Board of Governors or of any district or other committee, in his 
official capacity, or by any employee of the Corporation while acting 
within the scope of his employment or under instruction of any officer, 
board, or committee of the Corporation, in connection with the 
administration or enforcement of any of the provisions of the rules of 
the Corporation as they are or may from time to time be adopted, or 
amended, or any ruling, order, directive, decision of, or penalty 
imposed by, the Board of Governors or any duly authorized committee, 
the provisions of the federal securities laws, including the rules and 
regulations adopted thereunder, including the rules of the Municipal 
Securities Rulemaking Board and the Treasury Department; and
    (4) Such other reasonable information with respect to the applicant 
as the Board of Governors may require.
    (b) Any application received by the Corporation shall be referred 
to the District Committee of the [d]District in which the applicant has 
his principal place of business, and if [a majority of the members of] 
such District Committee or a Subcommittee designated by such District 
Committee determines that the applicant has satisfied all of the 
admission requirements of the [By-Laws] Corporation, it shall 
[recommend the applicant's admission to the membership and promptly 
notify the Secretary of the Corporation of such recommendation] 
promptly notify the Association's Membership Department of its 
determination.
    (c) If [a majority of the members of] such District Committee or a 
Subcommittee designated by such District Committee determines that the 
applicant fails to satisfy all of the admission requirements of the 
[By-Laws] Corporation, it shall promptly notify the [Secretary of the 
Corporation who shall thereafter take appropriate action as of the date 
when posted to the membership roll] Association's Membership Department 
of its determination.
    (d) Each member shall ensure that this membership application with 
the Corporation is kept current at all times by supplementary 
amendments to the original application.
* * * * *

Schedule C

* * * * *

Part I--Applications For Membership

(1) Pre-Membership Interviews

    (a) An applicant for membership in the Corporation shall furnish to 
the District Office staff for the District in which it has or intends 
to have its principal place of business:
    (1) A copy of its [current submission to the Securities and 
Exchange Commission pursuant to Rule 15b1-2(c) under the Securities 
Exchange Act of 1934] Form BD filed with the Central Registration 
Depository;
    (2) Its most recent trial balance, balance sheet, supporting 
schedules and computation of new capital;
    (3) A copy of its written supervisory procedures;
    (4) A list of all officers, directors, general partners, employees 
and other persons who will be associated with it at the time of 
admission to membership;
    (5) A description of business activities in which it intends to 
engage; and
    (6) Such other relevant information and documents as may be 
requested by the District Office staff.
    Unless otherwise determined by a Subcommittee designated by the 
District [c]Committee, an applicant's failure to respond or a 
materially inadequate response to a request for information by the 
District Office staff within sixty (60) days of the request shall 
result in the termination of that application.
    (b) Before an applicant shall be admitted to membership in the 
Corporation, and within a reasonable period of time after receipt of 
the foregoing information, the District Office staff shall schedule a 
pre-membership interview at which responsible personnel of the 
applicant, as determined by the District Office staff, shall personally 
appear at the District Office. At such interview, the applicant shall 
demonstrate, in accordance with the criteria listed in section (1)(c) 
hereof, the appropriateness of its admission to membership in the 
Corporation to conduct the type of business intended in the manner 
specified in its submission. Unless otherwise determined by a 
Subcommittee designated by the District (c)Committee, an applicant 
shall have twelve (12) months, from the date of application made in 
accordance with section 1(a) above, to complete the premembership 
review process. Failure to complete requirements for review by a 
Subcommittee designated by the District [c]Committee by that date shall 
result in the termination of that application.
    (c) The pre-membership interview shall address the applicant's 
business plans to determine their adequacy and consistency with the 
federal securities laws and the rules of the Corporation; good business 
practices in the investment banking or securities business; a member's 
fiduciary obligation to its customers; and the public interest and the 
protection of investors. The pre-membership interview and shall review, 
among other things,
    (1) The nature, adequacy, source and permanence of applicant's 
capital and its arrangements for additional capital should a business 
need arise;
    (2) The applicant's proposed recordkeeping system;
    (3) The applicant's proposed internal procedures, including 
compliance procedures;
    (4) The applicant's familiarity with applicable NASD rules and 
federal securities laws;
    (5) The applicant's capability to properly conduct the type of 
business intended in view of the:
    A. Number, experience and qualifications of the persons to be 
associated with it at the time of its admission to membership,
    B. Its planned facilities,
    C. Arrangements, if any, with banks, clearing corporations and 
others, to assist it in the conduct of its securities business,
    D. Supervisory personnel, methods and procedures; and
    (6) Other factors relevant to the scope and operation of its 
business.
    (d) Within thirty (30) days after the conclusion of such pre-
membership interview, or if further information and/or documents are 
requested, within thirty (30) days of the receipt of such information 
or documents, [the District Office] a Subcommittee designated by the 
District Committee shall consider the application and shall notify the 
applicant in writing whether its application has been granted, denied, 
or granted subject to restrictions on its business activities, and 
provide the rationale for such determination.
    (e) In all cases where restrictions are placed on its business 
activities, the applicant shall, prior to approval of membership, 
execute a written agreement with the Corporation agreeing to abide by 
the restrictions specified in the determination and agreeing not to 
modify its business activities in any way inconsistent with such 
agreement without first notifying the Corporation and receiving its 
written approval. These restrictions shall remain in effect and are 
binding on the applicant and all successors to the ownership or control 
of the applicant until modified pursuant to [paragraph] section (3) 
below.
    (2) Procedures for Review by the District Committee and the Board 
of Governors
    (a) The [District Office's] Subcommittee's determination shall be 
[reviewed] subject to review by the relevant District Committee upon 
request made by the applicant, filed within 15 calendar days after the 
date [of receipt] of the notification. Until completion of the District 
Committee's review, an applicant denied membership shall not be 
admitted to membership, and an applicant admitted to membership subject 
to restrictions on its business activities may engage in business 
consistent with such restrictions only after it has executed the 
agreement required by [paragraph] section (1)(e) hereof.
    (b) In connection with review by the District Committee, the 
applicant shall have the right to appear before a Hearing 
[s]Subcommittee of the District Committee, or the Hearing 
[s]Subcommittee may require such appearance. The applicant may present 
evidence and be represented by counsel. The Hearing [s]Subcommittee may 
request additional information to assist it in reaching a 
determination. A record shall be kept of the proceedings. No member of 
the District Committee who served as a member of the Subcommittee 
designated pursuant to Section 1(d) shall participate in the 
determination by the District Committee.
    (c) The District Committee, after consideration of the record 
before it developed by the Hearing Subcommittee and the criteria 
contained in section (1)(c), above, shall within a reasonable time 
after the close of the record, notify the applicant in writing that its 
application has been granted, denied or granted subject to restrictions 
on its business activities and provide the rationale for such 
determination. The District Committee's determination shall be made 
independent of the determination of the [District Office] Subcommittee 
designated by the District Committee and shall not be limited thereby.
    (d) The District Committee's determination shall be [reviewed] 
subject to review by the [Board of Governors] National Business Conduct 
Committee (NBCC) upon request made by the applicant, filed within 15 
calendar days after the date [of receipt] of the notification. The 
[Board of Governors] NBCC may call for review any District Committee 
determination within forty-five calendar days [of] after the date of 
the notification. During the pendency of such review, an applicant 
denied membership shall not be admitted to membership and an applicant 
admitted to membership subject to restrictions on its business 
activities may engage in business consistent with such restrictions 
only after it has executed the agreement required by [paragraph] 
section (1)(e), above.
    (e) In connection with review by the [Board of Governors] NBCC, the 
applicant shall have the right to appear before a [s]Subcommittee of 
the [Board of Governors] NBCC, or the NBCC [s]Subcommittee may require 
such appearance. The applicant may supplement the record developed 
before the District Committee and be represented by counsel. The NBCC 
[s]Subcommittee may request additional information to assist the [Board 
of Governors] NBCC in reaching a determination. A record shall be kept 
of the proceedings.
    (f) Unless a matter is called for discretionary review by the Board 
of Governors (Board) pursuant to Section (2)(g), [T]the [Board of 
Governors] NBCC, after consideration of the record before it developed 
by the NBCC Subcommittee, and the criteria stated in Section (1)(c), 
above, shall within a reasonable period of time after close of the 
record before it, notify the applicant in writing that its application 
has been granted, denied or granted subject to restrictions on its 
business activities, provide the rationale for such determination, and 
shall constitute final action for the NASD for purposes of section 
(2)(h) below. The [Board of Governors'] NBCC's determination shall be 
made independent of the determinations of the [District Office] 
Subcommittee designated by the District Committee and District 
Committee, and shall not be limited thereby. In the event of 
discretionary review by the Board of Governors, the decision of the 
Board shall constitute final action of the NASD for the purposes of 
section (2)(h) below and the applicant shall be promptly notified in 
writing that its application has been granted, denied or granted 
subject to restrictions in its business activities, and shall be 
provided the rationale for such determination.
    (g) Determinations of the NBCC may be reviewed by the Board of 
Governors solely on the request of one or more Governors. Such review, 
which may be undertaken solely at the discretion of the Board, shall be 
in accordance with resolutions of the Board governing the review of 
NBCC determinations. In reviewing any NBCC determination of an 
application for membership, the Board may affirm, reverse of modify any 
decision to accept, deny or accept subject to restrictions, an 
applicant. Discretionary review by the Board shall operate as a stay of 
any action or denial by the Subcommittee designated by the District 
Committee and any determination by the NBCC, until a decision is 
rendered by the Board.
    [(g)] (h) The applicant may apply for review of the NBCC's or the 
Board of Governors' determination to the Securities and Exchange 
Commission in accordance with Section 19 of the Securities Exchange Act 
of 1934, as amended.
    [(h)] (i) In any case where restrictions have been placed upon its 
business activities by the Board of Governors, NBCC, [or] a District 
Committee, or a Subcommittee designated by a District Committee, the 
applicant shall, prior to approval of membership, execute the agreement 
required by paragraph (1)(e), above.

(3) Removal of Restrictions Imposed

    (a) Upon written request by the member, any restrictions on the 
business activities of a member shall be reviewed and may be removed or 
modified by a Subcommittee designated by the District Committee for the 
District in which the member currently has its principal place of 
business, when, in the [District Committee's] Subcommittee's judgement, 
the member has demonstrated that such action is appropriate in light of 
the criteria contained in section (1)(c), above. In doing so, the 
District Committee shall consider the circumstances which gave rise to 
the imposition of the restrictions, the operations of the member since 
the imposition of the restrictions and any new evidence submitted in 
connection with the member's request.
    (b) Any modification of restrictions shall be subject to review by 
the District Committee and the NBCC or the Board of Governors and the 
SEC pursuant to the procedures provided in Section (2), above. A 
refusal by a Subcommittee designated by a District Committee to remove 
or modify any restrictions shall be similarly reviewed but only upon 
[application] request of the member filed with the [Board of Governors] 
District Committee that is filed within ten calendar days after the 
date of notification of such refusal.
    (c) Should the restrictions on a member's activity be modified, the 
agreement required by [paragraph] section (1)(e), above, shall be 
modified accordingly.

(4) Changes in Ownership or Control of Existing Members

    Should the ownership or control of an existing member change, the 
Corporation may, in its discretion, condition continuance in membership 
in the Corporation on prompt compliance with the pre-membership 
interview procedures contained in this part I.

(5) Notification to the District Office of Certain Events

    Members are required to notify in writing the Corporation's 
District Office for the District in which the member's main office is 
located no later than ten (10) business days after any of the following 
specified events; (1) Any merger of the member; (2) an acquisition by 
the member; (3) an acquisition of the member or substantially all of 
its assets; and (4) any change in the entity ownership or partnership 
capital of the member which results in one person or entity owning 50% 
or more of such equity ownership or partnership capital.

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

By-Laws
    Sections 1(b) and 1(c) to Article III of the NASD By-Laws currently 
provide that any application for membership in the Association shall be 
referred to the District Committee of the NASD district in which the 
applicant has its principal place of business, and that such District 
Committee shall make the determination as to whether the applicant 
satisfies or fails to satisfy all of the admission requirements of the 
NASD By-Laws. However, the provisions governing pre-membership 
interviews in Schedule C to the NASD By-Laws currently contemplate a 
possible three-step process under which the initial determination for 
Association eligibility is made by District Office staff with review, 
if appropriate, by the District Committee upon request by the 
applicant.
    Although the provisions of Schedule C contemplate review of 
applications for membership in the Association by the District Office 
staff, no District, in fact, has ever made such a determination at a 
staff level. Additionally, such action would be inconsistent with the 
governing By-Law provision that requires that the District Committee 
shall make such an initial determination. The proposed rule change, 
therefore, would amend the NASD By-Laws and Schedule C to modify and 
make consistent the process by which an applicant applies for 
membership in the Association in that it would require all initial 
applications for membership be reviewed by either the District 
Committee or a Subcommittee of the District Committee, with a right of 
appeal to the full District Committee.
    Subsection 1(b) and 1(c) to Article III of the NASD By-Laws are 
proposed to be amended to establish the authority of a District 
Committee to designate a Subcommittee to make a determination of 
admissibility of an applicant and to require a designated Subcommittee 
to promptly notify the Association's Membership Department of its 
determination. The phrase ``a majority of the members of'' is proposed 
to be eliminated from Subsection 1(b) as unnecessary.
Schedule C
    As an initial matter, Schedule C is proposed to be amended 
throughout by referencing the phrase ``a Subcommittee designated by the 
District Committee'' in place of the phrases ``District Committee'' or 
``District Office'' wherever such replacement conforms the language of 
Schedule C to the proposed change in the By-laws establishing the 
ability for the District Committee to delegate authority to a 
Subcommittee to review and determine the admissibility of an applicant.
    Subsection (1)(a) to part I of Schedule C to the By-Laws is 
proposed to be amended to clarify that applications for membership in 
the Association are to be furnished to the District Office staff. 
Subsection 1(a)(6) is proposed to be amended to clarify that the 
applicant must provide in connection with its application submission 
such other relevant information and documents as may be requested by 
the District Office staff.
    Subsection 1(b) to part I of Schedule C to the By-Laws is proposed 
to be amended to clarify that the scheduling of an applicant's pre-
membership interview and the determination of which responsible 
personnel shall appear on behalf of the applicant at such interview 
will be determined by the District Office staff.
    Subsection (1)(d) to part I of Schedule C to the By-Laws is 
proposed to be amended to clarify that the District Committee's 
designated Subcommittee, rather than the District Office, shall 
consider the application submission.
    Subsection 2(a) to part I of Schedule C to the By-Laws is proposed 
to be amended to clarify that it is the determination of the designated 
Subcommittee, rather than the District Office, which will be reviewed 
by the District Committee upon request of the applicant. Subsection 
2(a) to part I of Schedule C to the By-Laws is also proposed to be 
amended to clarify that the applicant's request for review must be 
filed within 15 calendar days after notification of the Subcommittee's 
determination.
    Subsection 2(b) to part I of Schedule C to the By-Laws is proposed 
to be amended to clarify that, in connection with review by the 
District Committee, an applicant is entitled to appear before a Hearing 
Subcommittee of the District Committee and that no member of the 
District Committee who served as a member of the Subcommittee 
originally designated to review the applicant's submission and no 
member of the Hearing Subcommittee shall participate in the 
determination resulting from the District Committee's review.
    Subsection 2(c) to part I of Schedule C to the By-Laws is proposed 
to be amended to clarify that the District Committee's determination of 
the record developed before it shall be made independent of the 
determination of the Subcommittee designated by the District Committee.
    Subsection 2(d) to part I of Schedule C to the By-Laws is proposed 
to be amended to clarify that the District Committee's determination 
shall be subject to review by the National Business Conduct Committee 
(``NBCC'') upon request made by the applicant filed within 15 calendar 
days after the date of notification to the applicant by the District 
Committee of its determination.
    Subsection 2(e) to part I of Schedule C to the By-Laws is proposed 
to be amended to clarify that in connection with review by the NBCC, 
the applicant has the right to appear before a Subcommittee of the 
NBCC.
    Subsection 2(f) to part I of Schedule C to the By-Laws is proposed 
to be amended to clarify that the NBCC's determination of the record 
developed before it shall be made independent of the determination of 
the Subcommittee designated by the District Committee, and shall 
constitute final action for the NASD for purposes of Subsection (2)(h) 
to part I of Schedule C to the By-Laws unless called for discretionary 
review by the Board of Governors. Subsection 2(f) to part I of Schedule 
C to the By-Laws is also proposed to be amended to clarify that a 
decision by the Board pursuant to its power of discretionary review 
shall constitute final action for purposes of Subsection (2)(h) to part 
I of Schedule C to the By-Laws and that such determination and its 
rationale shall be communicated to the applicant in writing.
    Proposed new Subsection (2)(g) to part I of Schedule C to the By-
Laws is intended to clarify that review by the Board of Governors of 
NBCC determinations is discretionary and may occur solely on the 
request of one or more governors, and not at the request of the 
applicant. Such discretionary review of the Board shall be in 
accordance with the resolutions of the Board governing the review of 
NBCC determinations. The Board may affirm, reverse or modify an NBCC 
decision. The commencement of the review shall operate as a stay of any 
action by the Subcommittee designated by the District Committee and any 
determination by the NBCC until a decision is reached by the Board.
    Old Subsection (2)(g) to part I of Schedule C to the By-Laws is 
proposed to be designated Subsection (2)(h) and states that the 
applicant may apply for review to the Securities and Exchange 
Commission of any determination by the NBCC or the Board.
    Old Subsection (2)(h) to part I of Schedule C to the By-Laws is 
proposed to be designated Subsection (2)(i) and clarifies that the 
requirements of the Subparagraph apply to determinations of 
restrictions placed on the applicant made by the NBCC or a Subcommittee 
designated by the District Committee, as well as to such determinations 
made by the Board or a District Committee.
    Subsection (3)(a) to part I of Schedule C to the By-Laws is 
proposed to be amended to clarify that review and removal or 
modification of restrictions placed on the applicant shall be done by a 
Subcommittee designated by the District Committee.
    Subsection (3)(b) to part I of Schedule C to the By-Laws is 
proposed to be amended to clarify that modifications of restrictions 
shall be subject to review by the District Committee and the NBCC, as 
well as by the Board and the SEC. Subsection (3)(b) to part I of 
Schedule C to the By-Laws is also proposed to be amended to clarify 
that the refusal by a Subcommittee designated by the District Committee 
to remove or modify restrictions shall also be subject to review, but 
only upon request of the member filed with the District Committee 
within ten calendar days after the date of notification of such 
refusal.
    The NASD believes that the proposed rule change is consistent with 
the provisions of section 15A(b)(8) of the Act,\3\ which require, among 
other things, that the rules of the Association provide a fair 
procedure for the denial of membership to any person seeking membership 
therein or the prohibition or limitation by the Association of any 
person with respect to access to services offered by the Association or 
a member thereof, in that the proposed rule clarifies the process by 
which an applicant for membership in the Association is accepted, 
denied or accepted with limitations and eliminates any ambiguity in the 
Association's By-Laws and the Schedules to the By-Laws with respect to 
the application and administration of such process.
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    \3\15 U.S.C. 78o-3.
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(B) Self-Regulatory Organization's Statement on Burden on Competition

    The NASD does not believe that the proposed rule change will result 
in any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act, as amended.

(C) Self-Regulatory Organization's Statement on Comments on the 
Proposed Rule Change Received From Members, Participants, or Others

    Written 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 longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization 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 NW., Washington, DC 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-94-14 and 
should be submitted by June 30, 1994.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\4\
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    \4\17 CFR 200.30-3(a)(12) (1993).
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Margaret H. McFarland,
Deputy Secretary.
[Fr Doc. 94-14029 Filed 6-8-94; 8:45 am]
BILLING CODE 8010-01-M