[Federal Register Volume 63, Number 210 (Friday, October 30, 1998)]
[Notices]
[Pages 58439-58442]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-29119]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-40598; File No. SR-PCX-97-48]


Self-Regulatory Organizations; Pacific Exchange, Inc.; Order 
Approving Proposed Rule Change and Notice of Filing and Order Granting 
Accelerated Approval of Amendment No. 2 to Proposed Rule Change 
Relating to Market Maker Participation in the Pacific Exchange's 
Automatic Execution System for Options (``Auto-Ex'')

October 23, 1998.

I. Introduction

    On December 18, 1997, the Pacific Exchange, Inc. (``PCX'' or 
``Exchange'') submitted to the Securities and Exchange Commission 
(``SEC'' or ``Commission''), 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 which amended its rules relating 
to market maker participation in the Exchange's automatic execution 
system for options (``Auto-Ex''). On February 27, 1998, the Exchange 
submitted 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 Michael D. Pierson, Senior Attorney, 
Regulatory Policy, PCX, to Mignon McLemore, Attorney, SEC, dated 
February 26, 1998 (``Amendment No. 1''). In Amendment No. 1, PCX 
explains the disciplinary procedure under both the Minor Rule Plan 
(``MRP'') and the Summary Sanction Procedure (``SSP'') and how ``the 
wheel'' rotation operates.
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    A notice of the proposed rule change appeared in the Federal 
Register on March 10, 1998.\4\ The Commission received no comment 
letters addressing the proposed rule change. On October 7, 1998, the 
Exchange submitted Amendment No. 2 to the proposed rule change.\5\ This 
order approves the proposed rule change. Also, Amendment No. 2 is 
approved on an accelerated basis.
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    \4\ Securities Exchange Act Rel. No. 39707 (March 3, 1998), 63 
FR 11700.
    \5\ See letter from Michael D. Pierson, Senior Attorney, 
Regulatory Policy, PCX, to Mignon McLemore, Attorney, SEC, dated 
October 6, 1998 (``Amendment No. 2''). In Amendment No. 2, PCX: 
deletes a proposal made in the initial rule submission that would 
have removed rule language stating that a market maker logged onto 
Auto-Ex but who leaves the trading crowd is responsible for trades 
allocated to him during his absence; provides PCX with the authority 
to log a market maker off Auto-Ex if he has left the trading crowd 
for more than a brief interval; and makes certain minor 
clarifications regarding the operation of the proposal.
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II. Description of the Proposal

    Rules 6.87, 10.13, and 10.14 pertain to the Exchange's market maker 
eligibility standards for participation in the Auto-Ex system. PCX has 
proposed that a provision addressing joint accounts be added to Rule 
6.87(d)(1) stating that participants in a joint account may log onto 
Auto-Ex in a trading crowd outside of their primary appointment zones, 
but only if they are substituting for another participant in the same 
joint account, where participation in Auto-Ex trades at such station 
would have been appropriate for the substituted party, and they have 
obtained the approval of two Floor Officials.\6\ Moreover, the Exchange 
is proposing to clarify this rule by stating that market makers who 
have not been assigned a primary appointment zone may not participate 
on the Auto-Ex system, and further, that all Auto-Ex transactions will 
count toward a market maker's in person and primary appointment zone 
requirements.
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    \6\ Floor Officials may exercise their discretion in determining 
whether one market maker may substitute for another. Substitution is 
usually only allowed when a market maker is on vacation or out sick. 
However, there may be cases when the market maker being substituted 
for may actually be on the floor but not in the joint account crowd. 
Telephone call between Michael D. Pierson, Senior Attorney, 
Regulatory Policy, PCX and Mignon McLemore, Attorney, SEC, August 
24, 1998.
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    Rule 6.87(d)(3), as proposed, will require that, unless exempted by 
two Floor Officials, market makers may log onto Auto-Ex only in person 
and may continue on the system only so long as they are present in that 
trading crowd. Moreover, absent an exemption from the foregoing 
limitation, market makers may not remain on Auto-Ex, and must log off 
when they have left the trading crowd, unless the departure is for a 
brief interval (i.e., no longer than 15 minutes, under normal 
circumstances).\7\
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    \7\ Compare Securities Exchange Act Rel. No. 38881 (July 28, 
1997), 62 FR 41987 (August 4, 1997). The Philadelphia Stock 
Exchange, Inc. amended Advice F-24 to state that Registered Options 
Traders must sign-off the Wheel when leaving the Wheel assignment 
area for more than a brief interval, which means five minutes or 
less, or in matters of a dispute, the amount of time it takes to 
call in a Floor Official and inform him of the issue at hand. 
Compare CBOE Rules 24.16(c)(iii) (stating that any member of the 
joint account that has been logged onto RAES must log off whenever 
he leaves the SPX trading crowd for other than a brief interval) and 
24.17(a)(iv) (stating that an individual member who is logged onto 
RAES must log off whenever he leaves the trading crowd).
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    Proposed Rule 6.87(d)(4) will eliminate language which currently 
states that if a market maker logs onto Auto-Ex during Expiration Week, 
then he is required to remain on the system for the duration of that 
Expiration Week. When the Auto-Ex rule was initially adopted, there was 
some concern that there might be inadequate market maker participation 
on Auto-Ex during Expiration Week. Based on several years' experience, 
the Exchange now believes that there is no lack of market maker 
participation on the Options Floor that justifies a need for the 
Expiration Week requirement. If there is inadequate Auto-Ex 
participation in a particular options issue,\8\ however, Floor 
Officials have the authority to require market makers to log onto Auto-
Ex.\9\
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    \8\ In PCX Rules 6.87(d)(1), (2), (4), and (6) the term 
``issue'' or ``option issue'' is used instead of or replaces the 
term ``class.'' The Exchange believes that ``class'' does not 
encompass all options of the underlying stock. Thus, for purposes of 
this proposal, the term ``issue'' or ``option issue'' refers to all 
types of option contracts (puts and calls) of the same class of 
options covering the same underlying security. See Amendment No. 2, 
note 5 supra.
    \9\ PCX Rule 6.87(d)(6).
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    There are two limited situations, however, in which participation 
in the Auto-Ex system is mandatory--both are proposed to be codified in 
the rule. Under section (d)(4) of Rule 6.87, a market maker who has 
logged onto Auto-Ex at any time during a trading day must participate 
on the Auto-Ex system in that option issue whenever present in that 
trading crowd during that trading day. Under subsection (d)(5), market 
makers may not log off the Auto-Ex wheel during the first ten minutes 
of a ``fast market'' \10\ that has been declared in an issue traded 
``on that wheel,'' \11\ in the absence of an exemption from two Floor 
Officials.
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    \10\ PCX Rule 6.28.
    \11\ See note 33 infra.
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    PCX proposes that subsection (e) of Rule 6.87 be amended by adding 
a provision specifically prohibiting market makers from ``directed 
trading'' \12\ of option contracts resulting

[[Page 58440]]

from recent executions over Auto-Ex. The rule states that market makers 
who receive an execution through Auto-Ex may not re-direct the option 
contracts from that trade to another market maker without first giving 
the other Members in the trading crowd an opportunity to participate.
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    \12\ ``Directed trading'' is a violation of Rule 6.73 (``Manner 
of Bidding and Offering''), which provides in part: ``All bids and 
offers shall be general ones and shall not be specified for 
acceptance by particular members.''
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    Subsection (f) of Rule 6.87, as proposed, adds a provision on price 
adjustments to codify procedures outlined in the Exchange's initial 
proposal to conduct the POETS pilot.\13\ The Commission permanently 
approved the pilot in 1993.\14\ The provision states that due to 
instantaneous execution, an incorrect quote appearing on the screen may 
result in an Auto-Ex trade at an incorrect price, and that an Auto-Ex 
trade executed at an erroneous quote should be treated as a trade 
reported at an erroneous price. It also states that the price of the 
Auto-Ex trade should be adjusted to reflect accurately the market quote 
at the time of execution, and that this will result in public customers 
and market makers receiving correct files at prevailing market quotes 
through Auto-Ex. It further states that the determination as to whether 
an Auto-Ex trade was executed at an erroneous price is to be made by 
two Floor Officials, and that in making their determination, the Floor 
Officials should consider such factors as: (1) The length of time the 
allegedly incorrect quote was displayed; (2) whether any non-Auto-Ex 
trades were effected at the same price as the Auto-Ex transaction; and 
(3) whether any members of the trading crowd were aware of orders 
actively being represented in the trading crowd that appear to have 
been ``printed through'' by the Auto-Ex trade.\15\
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    \13\ Securities Exchange Act Rel. No. 27423 (November 6, 1989), 
54 FR 47434 (November 14, 1989) (notice proposing to conduct POETS 
pilot) at Exhibit 4.
    \14\ Securities Exchange Act Rel. No. 32703 (July 30, 1993), 58 
FR 42117 (August 6, 1993).
    \15\ Compare CBOE Rule 24.15 (a)(ii) (stating that a trade 
executed on RAES at an erroneous quote should be treated as a trade 
reported at an erroneous price and adjusted to reflect the accurate 
market after receiving a Floor Official's approval).
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    Finally, Rules 10.13 and 10.14 have been amended to expressly 
outline the fines to be levied and disciplinary measures to be taken in 
the event of noncompliance with the log-off requirement established in 
Rule 6.87(d)(3). A market maker who fails to comply with the log-off 
requirement will be subject to the following fines under the Exchange's 
MRP.\16\ If the number of failures is between one and two during a 
twelve-month period, the fine is $100 per violation; for between three 
and five failures in a twelve-month period, the fine is $250 per 
violation; and for six or more failures in a twelve-month period, the 
fine is $500 per violation.\17\ The Exchange's SSP \18\ has also been 
amended to incorporate violations of the log-off requirement. Under the 
relevant procedures, two Floor Officials may summarily fine a Member 
for a designated rule violation if certain procedures are followed.
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    \16\ PCX Rule 10.13.
    \17\ Compare CBOE Rules 24.16(h) and 24.17(g) and Phlx Rule 970 
and Floor Procedure Advice F-24 (fee schedules for failure to adhere 
to log on and off requirements).
    \18\ PCX Rule 10.14.
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III. Discussion

    The Commission believes that the proposed rule change is consistent 
with the Act and the rules and regulations promulgated thereunder. 
Specifically, the Commission believes that approval of the proposed 
rule change is consistent with Section 6(b)(5) \19\ of the Act.\20\ 
Pursuant to Section 6(b)(5), the proposed rule change benefits the 
public because refining the eligibility criteria to reflect the actual 
trading environment of the Exchange should improve the operation of the 
POETS system, thereby contributing to the maintenance of fair and 
orderly markets and the protection of investors. The Commission 
believes that the proposal should help to ensure adequate market maker 
participation in Auto-Ex, which should, in turn, contribute to the 
effective and efficient execution of public investor orders at the best 
available price.
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    \19\ Section 6(b)(5) requires the Commission to determine that a 
registered national securities exchange's rules are designed to 
promote just and equitable principles of trade, and, in general, to 
protect investors and the public interest.
    \20\ Pursuant to Section 3(f) of the Act, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. The changes made to the eligibility criteria 
should provide depth to the market by ensuring that a contra-party 
is available to interact with the customers' orders. This added 
depth should result in faster customer trade executions, thus 
improving efficiency in the marketplace. This added depth to the 
Auto-Ex system should also promote competition. As these trades are 
executed at the NBBO, the market maker receives the spread on these 
transactions, which should provide incentive for market makers to 
participate in the system. 15 U.S.C. 78c(f).
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    The Commission believes the proposed joint account provision will 
provide more continuity and depth to the Auto-Ex system as the 
eligibility criteria have been expanded to allow a market maker to 
participate outside his appointment zone under the limited circumstance 
where he is substituting for another market maker in the same joint 
account. The Commission understands that the purpose of this rule is to 
allow a market maker to participate in a joint account that may be 
outside his primary appointment zone when the other joint account 
participant is unavailable to participate. For example, if the market 
maker is on vacation or out sick, he would be deemed unavailable and 
substitution, in these cases, would be allowed.\21\
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    \21\ Telephone call between Michael D. Pierson, Senior Attorney, 
Regulatory Policy, PCX and Mignon McLemore, Attorney, SEC, August 
24, 1998.
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    The Commission believes that PCX's proposed codification of Auto-Ex 
log-on and log-off procedures should clarify the responsibilities and 
duties of market makers and Floor Officials. The Commission notes that 
the proposal should prevent inequities that can occur in the system if 
wheel-assigned trades are allocated to market makers, who are logged on 
the system, but not in the trading crowd. While current market maker 
participation levels appear to make the mandatory log-on requirement 
during Expiration Week obsolete, the Commission suggests that the 
Exchange monitor participation levels, especially during market 
declines and if necessary, exercise its authority to ensure substantial 
participation.
    The Commission believes extending the ``directed trading'' \22\ 
prohibition to transactions executed over Auto-Ex will promote just and 
equitable principles of trade, as every member in the trading crowd 
will be given an opportunity to participate in the transactions. 
Moreover, extending the prohibition of directed trading to Auto-Ex 
transactions should serve as a deterrent to price collusion as a market 
maker cannot designate one member in the trading crowd to accept 
certain bids and offers.
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    \22\ PCX Rule 6.73.
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    The Commission believes the addition of the provision on price 
adjustments provides the Exchange with the flexibility to quickly 
correct an Auto-Ex trade, if two Floor Officials determine that it was 
executed at an incorrect price. The rule's procedures protect the 
public customer and market maker by ensuring that once an erroneous 
quote has been detected, their orders are filled according to 
prevailing market quotes through Auto-Ex. Moreover, the rule provides 
objective criteria for the Floor Officials to use in determining 
whether an Auto-Ex trade was executed at an erroneous price, which 
should assist them in determining if and when price adjustments should 
be made. Furthermore, this provision codifies similar procedures 
originally outlined in the POETS pilot, \23\ which was subsequently 
approved in 1993.\24\
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    \23\ See note 13 supra.
    \24\ See note 14 supra.

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[[Page 58441]]

    The Commission believes that the Exchange's proposed changes to its 
minor rule plan are reasonable and provide fair procedures for 
appropriately disciplining members and member organizations for minor 
rule violations that warrant some type of punitive measure, but for 
which a full disciplinary hearing would be an inappropriate waste of 
resources in light of the minor nature of the violation. The Commission 
notes that violations of the Exchange's log-off requirement are 
objective and easily verifiable, and thus, lend themselves to the use 
of expedited proceedings. Specifically, the issue of whether a market 
maker has left the trading crowd for more than the fifteen minute 
interval may be determined objectively and adjudicated quickly without 
complicated evidentiary and interpretive inquiries. The Commission 
believes that the proposed fine schedule and the SSP should serve to 
encourage consistent market maker participation in Auto-Ex and to deter 
repeated violations of the Exchange's rules.
    The Commission was initially concerned, however, that the 
Exchange's amended fine schedules and disciplinary procedures might 
cause a member to be found in violation of Rule 6.87(d)(3) and fined 
under both the MRP and the SSP. In response, the Exchange states that 
its Department of Options Compliance coordinates the processing of all 
violations committed on the Options Floor under both the MRP and the 
SSP.\25\ Amendment No. 1 further states that before any summary 
sanction is issued, Floor Officials must contact Options Compliance to 
determine whether the Member has previously violated the rule, so that 
the amount of the sanction may be assessed. Options Compliance 
therefore, will have been notified of the action taken. In addition, if 
Floor Officials issue a sanction under the SSP, the floor citation must 
contain an indication of the amount of the fine pursuant to Rule 
10.14(a)(3). This indication will serve to notify Options Compliance 
that the matter has been resolved.
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    \25\ See Amendment No. 1, note 3 supra.
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IV. Commission's Findings and Order Granting Accelerated Approval 
of Amendment No. 2

    The Commission has reviewed carefully the Exchange's Amendment No. 
2 and believes, for reasons set forth below, the amendment is 
consistent with the requirements of Section 6 of the Act,\26\ and the 
rules and regulations thereunder applicable to a national securities 
exchange.\27\ Specifically, the Commission believes the amendment is 
consistent with Section 6(b)(5) \28\ of the Act, because it will 
facilitate the operation of the Auto-Ex system, which will promote just 
and equitable principles of trade, foster cooperation and coordination 
with persons engaged in regulating, clearing and settling, and 
processing information with respect to facilitating transactions in 
securities.
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    \26\ 15 U.S.C. 78f.
    \27\ See note 20 supra.
    \28\ 15 U.S.C. 78f(b)(5).
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    The joint account provision in Rule 6.87(d)(1) attempted to clarify 
that all Auto-Ex transactions would count toward a market maker's in-
person and primary appointment zone requirements. (emphasis added) The 
Commission believed this language could have been misinterpreted to 
mean all Auto-Ex transactions, including those in joint accounts, would 
count toward the primary appointment zone requirement, even those 
transactions in options issues \29\ which were not assigned to the 
market maker's primary appointment zone. Amendment No. 2 clarifies that 
if an option issue is included in a market maker's primary appointment 
zone, then Auto-Ex transactions in that issue that are made on behalf 
of the market maker will count towards the market maker's primary 
appointment zone requirement.\30\
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    \29\ See note 8 supra.
    \30\ See Amendment No. 2, note 5 supra.
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    In the originally submitted proposed rule change, the Exchange 
proposed eliminating language in Rule 6.87(d)(3) that holds market 
makers responsible for trades executed through Auto-Ex during their 
absence from the trading crowd as well as for all Auto-Ex-eligible 
issues assigned to the particular wheel.\31\ The Exchange failed to 
provide any written justification for this proposed change. Upon the 
request of Commission staff, PCX agreed to withdraw this proposed 
change.
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    \31\ See note 33 infra.
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    In Amendment No. 2, the Exchange proposed giving itself the 
authority to log a market maker off Auto-Ex if a market maker has left 
the trading crowd or floor for more than a brief interval.\32\ This 
provision is consistent with the requirement that only market makers 
physically present in the trading crowd are entitled to trade on Auto-
Ex. It may also help reduce unintended position exposure that can be 
incurred by a market maker who mistakenly forgets to log off Auto-Ex.
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    \32\ See Amendment No. 2, p. 1, note 5 supra.
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    The proposed requirement in Rule 6.87(d)(3) that the market maker 
be obligated to honor trades executed through Auto-Ex for all Auto-Ex 
eligible issues assigned to the particular wheel has been removed, 
because the wheel no longer operates as it did when this requirement 
was initially promulgated. According to Amendment No. 2, each morning 
before the opening, the system will ``shuffle'' the order of market 
makers on an issue-by-issue basis. For example, the order of the market 
makers may be A, B, C for issue no. 1 and A, B, C for issue no. 2, etc. 
The first Auto-Ex trade of the day will be assigned at random for each 
issue (e.g., in issue no. 1, the first trade may be assigned to C), but 
each subsequent trade will be assigned in order, on a rotating basis 
(e.g., A, B, C, A, B, C, etc.). The same procedure is followed for each 
issue, so in effect, the number of issues assigned to a post determines 
the number of ``wheels'' at that post. Each wheel rotates separately 
from the others and trades in one issue will have no impact on the 
order in which trades are assigned in another issue at the same 
post.\33\
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    \33\ Id. at p. 2. This explanation supersedes the previous 
explanation provided in Amendment No. 1. See Amendment No. 1, note 3 
supra.
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    Furthermore, the Auto-Ex system also allow issues at a trading post 
to be split up among the crowd.\34\ For example, A may only be on Auto-
Ex for issues 1 and 2, while B and C may be on the system for issues 3 
through 10. \35\ Therefore, because a market maker may not be assigned 
all of the issues at a particular trading post, the language obligating 
market makers ``to honor trades for all Auto-Ex eligible issues 
assigned to a particular wheel'' is inaccurate and misleading, given 
how the wheel operates. Thus, the language has been removed.\36\
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    \34\  See Amendment No. 2, p. 2, note 5 supra.
    \35\  Id.
    \36\  Id.
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    The Commission finds good cause for approving proposed Amendment 
No. 2 prior to the thirtieth day after the date of publication of 
notice of filing thereof in the Federal Register. Amendment No. 2 
addresses a Commission concern that a market maker will not be able to 
circumvent the primary appointment zone requirements by using 
transactions in a joint account not in his primary appointment zone to 
meet his participation requirements. Thus, the joint account must be in 
the substituting market maker's primary appointment zone for the 
transactions to count toward his appointment zone requirements. The 
Commission was also concerned that the proposed rule change did not 
address the possibility of

[[Page 58442]]

collusion or manipulation of a security if both participants were 
simultaneously logged-on and trading in the joint account. PCX Rule 
6.40(b)(1), however, addresses this concern because it prevents a 
market maker who has a financial arrangement with another member from 
trading in the same trading crowd at the same time.
    The Commission believes that PCX's removal of originally proposed 
rule language that held market makers accountable for their failure to 
follow established procedures was antithetical to its investor 
protection mandate. The Commission understands the Exchange's desire to 
address potential inequitable benefits and system disruptions that 
could occur if a market maker fails to follow procedure. However, 
removing existing language that could arguably serve as a deterrent to 
these violations was, in the Commission's view, inappropriate. 
Amendment No. 2 was responsive to this concern by retracting the 
proposed elimination of the cited language. The Exchange proposed an 
alternate provision that allows it to log a market maker off the system 
when a failure to follow the required log-off procedure occurs. This 
proposal strengthens the ability of PCX to enforce compliance with 
Auto-Ex procedures and, accordingly, the Commission finds good cause 
for accelerating approval of the proposed amendment.
    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether Amendment No. 2 
is consistent with the Act. Persons making written submissions should 
file six copies thereof with the Secretary, Securities and Exchange 
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of 
the submission, all subsequent amendments, all written statements with 
respect to the proposed rule change that are filed with the Commission, 
and all written communications relating to the proposed rule change 
between the Commission and any person, other than those that may be 
withheld from the public in accordance with the provisions of 5 U.S.C. 
552, will be available for inspection and copying in the Commission's 
Public Reference Room. Copies of such filing will also be available for 
inspection and copying at the principal office of the PCX. All 
submissions should refer to the file number in the caption above and 
should be submitted by November 20, 1998.

V. Conclusion

    For the above reasons, the Commission believes that the proposed 
rule change is consistent with the provisions of the Act, and in 
particular with Section 6(b)(5).
    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\37\ that the proposed rule change (SR-PCX-97-48), including 
Amendment No. 2, is approved.

    \37\ 15 U.S.C. 78s(b)(2).
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    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\38\
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    \38\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-29119 Filed 10-29-98; 8:45 am]
BILLING CODE 8010-01-M