[Federal Register Volume 66, Number 108 (Tuesday, June 5, 2001)]
[Notices]
[Pages 30252-30254]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-14029]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-44365; File No. SR-NASD-2001-35]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change and Amendment No. 1 Thereto by the National Association of 
Securities Dealers, Inc. Relating to the Elimination of the Interval 
Delay Between Executions in the Nasdaq National Market Execution System 
and the Effect of Odd-Lot Orders on Market Makers' Displayed Quotations 
in the Nasdaq National Market Execution System

May 29, 2001.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on May 10, 2001, the National Association of Securities Dealers, Inc. 
(``NASD'' or ``Association''), through its subsidiary,

[[Page 30253]]

the Nasdaq Stock Market, Inc. (``Nasdaq''), 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 Nasdaq. On May 24, 2001, the NASD, through Nasdaq, 
filed Amendment No. 1 to the proposed rule change.\3\ The Commission is 
publishing this notice to solicit comments on the proposed rule change 
and Amendment No. 1 from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Letter from John M. Yetter, Assistant General Counsel, 
Nasdaq, to Katherine A. England, Division of Market Regulation, 
Commission, dated May 22, 2001 (``Amendment No. 1). In Amendment No. 
1, the Nasdaq made a minor technical correction to the rule text of 
NASD Rule 4710(b)(1). See infra note 5.
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    Nasdaq proposes to amend NASD Rule 4710, ``Participant Obligations 
in NNMS,'' to: (1) Eliminate the interval delay between executions 
against the same market maker at the same price level in the Nasdaq 
National Market Execution System (``NNMS'' or ``SuperSOES''),\4\ and 
(2) establish rules governing the decrementation of market makers' 
displayed quotations by odd-lot orders in the NNMS.
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    \4\ The Commission approved the NNMS, a new platform for trading 
Nasdaq National Market (``NNM'') securities, on January 14, 2000. 
See Securities Exchange Act Release No. 42344 (January 14, 2000), 65 
FR 3897 (January 25, 2000), (order approving File No. SR-NASD-99-
11).
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    Proposed new language is italicized; proposed deletions are in 
brackets.
* * * * *

4710. Participant Obligations in NNMS

(a) No Change
(b) Market Makers
    (1) An NNMS Market Maker in an NNM[S] [S]security \5\ shall be 
subject to the following requirements.
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    \5\ Nasdaq revised the rule text of NASD Rule 4710(b)(1) to 
replace the phrase ``NNM security'' with the phrase ``NNMS 
Security.'' See Amendment No. 1, supra note 3.
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    (A) No change.
    (B) No change.
    (C) (i) The size of the displayed quotation will be decremented 
upon the execution of an NNMS order in an amount equal to or greater 
than one normal unit of trading[; provided, however that the execution 
of an NNMS order that is a mixed lot (i.e., an order that is for more 
than a normal unit of trading but not a multiple thereof) will only 
decrement a displayed quotation's size] by the member of shares 
represented by the number of round lots contained in the [mixed lot] 
order.
    (ii) The size of the displayed quotation will also be decremented 
by the number of shares represented by one normal unit of trading when 
the number of shares executed against a displayed quotation as the 
result of:
    a. orders in an amount less than a round lot, and 
    b. the portion of an order for a mixed lot (i.e., an order that is 
for more than a normal unit of trading but not a multiple thereof) that 
is in excess of the number of shares represented by the number of round 
lots contained in such mixed-lot order, equals one normal unit of 
trading.
    (D) [(1) Except as provided in subparagraphs (2) and (3) below, 
after the NNMS system has executed an order against a market maker's 
displayed quote and reserve size (if applicable), that market maker 
shall not be required to execute another order at its bid or offer in 
the same security until 5 seconds has elapsed from the time the order 
was executed, as measured by the time of execution in the Nasdaq 
system.]
    [(2) For securities included in the Nasdaq 100 Index, after the 
NNMS system has executed an order against a market maker's displayed 
quote and reserve size (if applicable), that market maker shall not be 
required to execute another order at its bid or offer in the same 
security until 2 seconds has elapsed from the time the order was 
executed, as measured by the time of execution in the Nasdaq system.]
    [(3) For both the first day of trading of the securities of initial 
public offerings and the first day of trading of the securities of 
secondary offerings,\6\ a]After the NNMS system has executed an order 
against a market maker's displayed quote and reserve size (if 
applicable), that market maker shall be required to execute another 
order at its posted bid or offer in that same security as soon as the 
NNMS system delivers another order to that market maker's quote. [After 
the first day of trading, subsequent multiple executions against the 
same market maker's quote at the same price level in such securities 
shall be processed pursuant to subparagraph (D)(2) of this rule if the 
security is included in the Nasdaq 100 Index, or if not included in 
that index, multiple executions against the same market maker's quote 
at the same price level in such securities shall be processed pursuant 
to subparagraph (D)(1) of this rule.]
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    [\6\ In order to obtain immediate processing of executions in 
secondary offerings, the lead underwriter of the secondary offering 
shall communicate its request in writing to the Nasdaq Market 
Operations Department no later than the business day immediately 
prior to the start of the trading in the secondary offering. Failure 
to do so may result in the secondary offering being processed 
pursuant to the interval delay time frames applicable to the 
currently trading shares of the issuer.]
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* * * * *
(c) Through (e)--No Change
* * * * *

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, Nasdaq 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. Nasdaq 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

1. Purpose
    Elimination of Interval Delays. Currently, the rules governing the 
Nasdaq Small Order Execution System establish a delay of 17 seconds (15 
seconds for quote management and two seconds for system processing) 
between executions against the same market maker in the same security 
at the same price level. It was originally anticipated that with the 
launch of SuperSOES \7\ this delay would be reduced to five seconds 
(plus two seconds system processing time) for the vast majority of NNM 
securities. Nasdaq market participants, however, raised concerns that 
significant order flow could potentially produce queuing within the 
system, especially for Nasdaq 100 securities and securities that have 
recently been the subject of initial public offerings or secondary 
offerings. Accordingly, Nasdaq filed proposals with the Commission to: 
(i) Reduce the interval delay between executions in Nasdaq 100 
securities to two seconds,\8\ and (ii) reduce the interval delay 
between round-lot executions for the first day of trading of all 
SuperSOES-eligible initial public offerings and

[[Page 30254]]

secondary offerings to zero seconds (plus system processing time).\9\
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    \7\ The implementation of SuperSOES is currently scheduled for 
July 9, 2001.
    \8\ See Securities Exchange Act Release No. 43720 (December 13, 
2000), 65 FR 79909 (December 20, 2000) (notice of filing and 
immediate effectiveness of File No. SR-NASD-00-67).
    \9\ See Securities Exchange Act Release No. 44142 (April 2, 
2001), 66 FR 18331 (April 6, 2001) (order approving File No. SR-
NASD-01-03.)
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    Nasdaq has now determined that it is technically feasible to reduce 
the interval delay to zero seconds (plus system processing time) for 
all transactions on SuperSOES. This would mean that a market maker 
would be available for executions as quickly as the system an transmit 
instructions between the execution and quote-update engines, an 
operation that generally requires from one to one an one-half seconds. 
Nasdaq market participants have indicated to Nasdaq that they would 
support elimination of the interval delay for all transactions on 
SuperSOES because this would further minimize the risk of queuing 
within the system. Accordingly, the proposed rule change would provide 
that market makers will be required to execute orders against their 
displayed quotes whenever the SuperSOES system delivers such orders.
    Decrementation of Market Makers' Quotations. The rules governing 
the NNMS currently provide that an NNMS market maker's displayed 
quotation will be decremented upon the execution of an NNMS order in an 
amount equal to or greater than a round lot, and that in the event of 
the execution of an NNMS order for a mixed lot (i.e., an order that is 
for more than a round lot but not a multiple thereof), the displayed 
quotation size will be decremented only by the number of shares 
represented by the number of round lots contained in the mixed-lot 
order.
    The proposed rule change would establish a mechanism for 
decrementing the displayed quotation size to take account of odd-lot 
orders and the portion of mixed-lot orders that is not covered by the 
current rule. Nasdaq has determined that it is technically feasible for 
SuperSOES to track the number of shares executed against a displayed 
quotation as the result of: (i) Orders in an amount less than a round 
lot, and (ii) the portion of an order for a mixed lot that is in excess 
of the number of shares represented by the number of round lots 
contained in the mixed-lot order. When the total quantity of such 
shares equals a round lot, the size of the displayed quotation would 
then be decremented accordingly. Nasdaq market participants have 
indicated that they would support this change because it will guard 
against the possibility that a market participant could execute 
multiple odd-lot orders against a market maker's quote without the size 
of the displayed quotation being decremented.
2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
Section 15A(b)(6) \10\ of the Act, in that the proposed rule change is 
designed to promote just and equitable principles of trade, foster 
cooperation and coordination with persons engaged in processing 
information with respect to and facilitating transactions in 
securities, as well as 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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    \10\ 15 U.S.C. 78o-3(b)(6).
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    Nasdaq believes that eliminating the interval delay between 
executions on the NNMS will ensure that customer orders are processed 
in the most expeditious manner possible. Similarly, providing a 
mechanism for decrementing market makers' displayed quotations for all 
orders executed against such quotations will allow the NNMS to provide 
more up-to-date information about the size of displayed quotations. In 
turn, these improvements in order processing and display will improve 
market function and aid in the crucial price discovery process.

B. Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq 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.

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

    No written comments were solicited or received with respect to the 
proposed rule change.

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, including whether the proposed rule 
change, as amended, is 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 such 
filing will also be available for inspection and copying at the 
principal office of the NASD. All submissions should refer to File No. 
SR-NASD-2001-35 and should be submitted by June 26, 2001.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-14029 Filed 6-4-01; 8:45 am]
BILLING CODE 8010-01-M