[Federal Register Volume 67, Number 63 (Tuesday, April 2, 2002)]
[Notices]
[Pages 15649-15653]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-7871]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-45634; File No. SR-PCX-2002-13]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by the Pacific Exchange, Inc. Relating to the Priority of Bids 
and Offers on the Options Floor and the Manner in Which Orders Must Be 
Allocated in Connection With Options Transactions

March 22, 2002.
    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 February 19, 2002, the Pacific Exchange, Inc. (``PCX'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the Exchange. On March 
21, 2002, the PCX submitted Amendment No. 1 to the proposed rule 
change.\3\ The Commission is publishing this notice to solicit comments 
on the proposed rule change, as amended, 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 Michael D. Pierson, Vice President, PCX, to 
Nancy J. Sanow, Assistant Director, Division of Market Regulation 
(``Division''), Commission, dated March 21, 2002. The changes made 
by Amendment No. 1 have been incorporated into this notice.
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The PCX proposes to adopt new rules and to amend existing rules on 
the priority of bids and offers on the Options Floor and the manner in 
which orders must be allocated in connection with options transactions 
on the Exchange.
    Below is the text of the proposed rule change. Deleted language is 
in brackets. Proposed new language is italicized.
* * * * *
Obligations of Market Makers
    Rule 6.37(a)-(c)--No change.
    (d) --No Change.
    (e) Prohibited Practices and Procedures.
    (1) --No Change.
    (2) Any practice or procedure whereby Market Makers trading any 
particular option issue determine by agreement the allocation of orders 
that may be executed in that issue is prohibited.
Priority of Bids and Offers
    Rule 6.75
    No change.
    (a)-(b)--No change.

Simultaneous Bids and Offers

    (c) Except as otherwise provided, if the bids (or offers) of two or 
more members are made simultaneously, or if it is impossible to 
determine clearly the order of time in which they were made, such bids 
(or offers) will be deemed to be on parity and priority will be 
afforded to them, insofar as practicable, on an equal basis.
    (d)-(e) [(c)-(d)]

Order Allocation Procedures

    (f) Determination of Time Priority Sequence.
    (1) Floor Brokers. A Floor Broker is responsible for determining 
the sequence in which bids or offers are vocalized on the Trading Floor 
in response to the Floor Broker's bid, offer or call for a market. Any 
disputes regarding a Floor Broker's determination of time priority 
sequence will be resolved by the Order Book Official, provided that 
such determinations of the Order Book Official are subject to further 
review by two Floor Officials, pursuant to Rule 6.77.
    (2) When a Floor Broker's bid or offer has been accepted by more 
than one member, that Floor Broker must designate the members who were 
first, second, third and so forth. Except as provided below, the member 
with first priority is entitled to buy or sell as many contracts as the 
Floor Broker may have available to trade. If there are any contracts 
remaining, the member with second priority will be entitled to buy or 
sell as many contracts as there are remaining in the Floor Broker's 
order, and so on, until the Floor Broker's order has been filled 
entirely.
    (3) Market Makers and Order Book Officials. A Market Maker is 
responsible for determining the sequence in which bids and offers are 
vocalized on the Trading Floor in response to that Market Maker's bid, 
offer or call for a market. Likewise, an Order Book Official is 
responsible for determining the sequence in which bids and offers are 
vocalized on the Trading Floor in response to the Order Book Official's 
bid, offer or call for a market. The order allocation procedures for 
Market Makers

[[Page 15650]]

and Order Book Officials, including the determination of time priority 
sequence, are the same as those for Floor Brokers as set forth in this 
Rule 6.75(f).
    (4) LMM Guaranteed Participation.
    (A) If the LMM establishes first priority during the vocalization 
process, the LMM will be entitled to buy or sell as many contracts as 
the Floor Broker may have available to trade. However, if the LMM does 
not establish first priority during the vocalization process, but does 
establish second, third or some other time priority sequence, the LMM 
will be entitled to buy or sell the number of contracts equal to the 
LMM's guaranteed participation level (pursuant to Rule 6.82(d)(2)) plus 
any contracts the Floor Broker has remaining after the bids or offers 
of other members with higher time priority have been satisfied.
    (B) If one or more orders in the limit order book have priority 
over an LMM's bid or offer, then the LMM's guaranteed participation 
level will apply only to the number of contracts remaining after all 
contracts in the limit order book that are at, or better than, the 
LMM's bid or offer have first been satisfied.
    (C) LMMs may waive some or all of their guaranteed participation on 
particular trades, but only to the extent that doing so is permissible 
under Rule 6.86 (``Firm Quotes''). In such circumstances, if the LMM 
has waived the right to trade a certain number of option contacts, 
those option contracts will then become available for execution by the 
member (or members) who are next in priority sequence. For example, 
assume that there are 100 contracts available to sell, the LMM has 
guaranteed participation on 25 contracts, and the time priority 
sequence is as follows: the LMM is first, Market Maker #1 is second and 
Market Maker #2 is third. If the LMM buys 20 contracts, the remaining 
80 contracts will then be available for execution by Market Maker #1. 
If Market Maker #1 buys 40 of those contracts, then the remaining 40 
contracts will be available for execution by Market Maker #2.
    (D) LMMs may direct some or all of their guaranteed participation 
to competing public orders in the trading crowd pursuant to Rule 
6.82(d).
    (E) Bid and offering prices that are disseminated by an automatic 
quotation system are presumed to be the bid and offering prices of the 
LMM for purposes of Rule 6.86 (``Firm Quotes'') and Rule 6.82(d)(2) 
(``Guaranteed Participation''). Nevertheless, LMMs must vocalize all of 
their bids and offers in response to a call for a market and in 
acceptance of another member's bid or offer. If a Floor Broker enters 
the trading crowd and vocalizes acceptance of a bid or offer that is 
then being disseminated, the LMM will be entitled to guaranteed 
participation on that transaction.
    (5) Parity Due to Simultaneous Bidding or Offering.
    (A) If the bids or offers of more than one member are made 
simultaneously, such bids or offers will be deemed to be on parity and 
priority will be afforded to them, insofar as practicable, on an equal 
basis, pursuant to Rule 6.75(c). Accordingly, efforts will be made to 
assure that each member on parity receives an equal number of 
contracts, to the extent mathematically possible. One or more members 
on parity may waive their rights to some of their share (or shares) of 
contracts, but only to the extent that doing so is permissible under 
Rule 6.86 (``Firm Quotes''). In such circumstances the remaining number 
of contracts will be allocated, to the extent practicable, on an equal 
basis. However, an LMM who has received guaranteed participation on a 
transaction may not participate in the waived portion of the order 
unless there are contracts remaining to be allocated after all other 
members have been satisfied.
    (B) If the bids and offers of more than one member, including the 
LMM, are on parity, then the LMM's guaranteed participation will first 
be applied to the entire order and the remainder of the order will be 
allocated, to the extent practicable, on an equal basis among the 
members other than the LMM who are on parity. The LMM may participate 
in such remainder of the order only if there are contracts remaining 
after all members other than the LMM have first been satisfied.
    (C) If the LMM waives priority or guaranteed participation when the 
LMM and one or more other members are on parity, then the portion of 
the order that the LMM has waived will be made available to the other 
members who are on parity. For example, assume that there are 100 
contracts available to trade, the LMM has guaranteed participation on 
25 contracts, and two other members are on parity with the LMM. If the 
LMM waives guaranteed participation (but claims priority), the order 
will be divided into three shares (consisting of 34 contracts, 33 
contracts and 33 contracts). If the LMM waives all rights to 
participate in the trade, the order will be divided among the two other 
members who are on parity, in equal shares, each comprising 50 
contracts.
    (6) Size Pro Rata Allocations
    (A) If the members of the trading crowd provide a collective 
response to a member's request for a market in order to fill a large 
order, pursuant to Rule 6.37(f)(2), then:
    (i) if the size of the trading crowd's market, in the aggregate, is 
less than or equal to the size of the order to be filled, the members 
of the trading crowd will each receive a share of the order that is 
equal to the size of their respective bids or offers; and
    (ii) if the size of the trading crowd's market exceeds the size of 
the order to be filled, that order will be allocated on a size pro rata 
basis, with the members of the trading crowd each receiving, to the 
extent practicable, the percentage of the order that is the ratio of 
the size of their respective bids or offers to the total size of all 
bids or offers. Specifically, in such circumstances, the size of the 
order to be allocated is multiplied by the size of an individual market 
participant's quote divided by the aggregate size of all market 
participants' quotes. For example, assume there are 200 contracts to be 
allocated, Market Maker #1 is bidding for 100, Market Maker #2 is 
bidding for 200 and Market Maker #3 is bidding for 500. Under the 
``size pro rata'' allocation formula, Market Maker #1 will be allocated 
25 contracts (200 x 100  800); Market Maker #2 will be 
allocated 50 contracts (200 x 200  800); and Market Maker #3 
will be allocated 125 contracts (200 x 500  800).
    Com. .01-.04--No change.
    Rule 6.76(a)-(b)--No change.
    (c) Two or more members entitled to priority. If the bids or offers 
of two or more members are both entitled to priority in accordance with 
paragraph (a) or paragraph (b), it shall be afforded to them, insofar 
as practicable, on an equal basis.
    Com. .01--No change.
* * * * *
Lead Market Makers
    Rule 6.82(a)-(c)--No change.
    (d) Rights of Lead Market Makers
    (1)--No change.
    (2) Guaranteed Participation. Except as provided in subsections (A) 
and (B), below, LMMs shall be allocated 50% participation (or such 
lesser percentage as the Options Allocation Committee may establish as 
a condition in allocating an issue to an LMM) in transactions occurring 
at their disseminated bids and/or offers in their allocated issue(s). 
LMM participation may be greater than 50% as a result of successful 
competition by means of ``public outcry.'' LMMs at their own discretion 
may direct some or all of their participation to competing public 
orders in the crowd. Public orders placed in the book shall take 
priority pursuant to Exchange rules. Oversight and enforcement shall be 
the responsibility of the OBO.
    (A)-(C)--No change.

[[Page 15651]]

    (e)-(h)(1)--No change.
    (2) LMM Performance of Market Maker Function
    (a) LMMs must perform all obligations provided in Rules 6.35 
through 6.40 and 6.82(c). In addition, in executing transactions for 
their own accounts as Market Makers, LMMs [shall] have a right to 
participate [pro rata] with the trading crowd in trades that take place 
at the LMM's principal bid or offer, pursuant to the priority rules set 
forth in Rule 6.75.
    (3)--No change.
    Commentary:
    .01-.03--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, the Exchange 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 Exchange 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
a. Introduction
    The Exchange is proposing to adopt new rules, and to amend existing 
rules, to include practices and procedures whereby option orders are 
allocated on the Options Trading Floor. This rule filing is being 
submitted to the Commission pursuant to subparagraph IV.B.j. of the 
Commission's Order of September 11, 2000.\4\
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    \4\ See Order Instituting Public Administrative Proceedings 
Pursuant to section 19(h)(1) of the Securities Exchange Act of 1934, 
Making Findings and Imposing Remedial Sanctions, Securities Exchange 
Act Release No. 43268 (September 11, 2000).
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b. Obligations of Market Makers
    The Exchange is proposing to adopt new PCX Rule 6.37(e)(2), which 
would provide that any practice or procedure whereby Market Makers 
trading any particular option issue determine by agreement the 
allocation of orders that may be executed in that issue is prohibited.
c. Simultaneous Bids and Offers
    The Exchange is proposing to adopt new PCX Rule 6.75(c), entitled 
``Simultaneous Bids and Offers,'' which states that, except as 
otherwise provided, if the bids (or offers) of two or more members are 
made simultaneously, or if it is impossible to determine clearly the 
order of time in which they were made, such bids (or offers) will be 
deemed to be on parity and priority will be afforded to them, insofar 
as practicable, on an equal basis.
d. Order Allocation Procedures
1. In General
    Proposed PCX Rule 6.75(f)(1) states that a Floor Broker is 
responsible for determining the sequence in which bids or offers are 
vocalized on the Trading Floor in response to the Floor Broker's bid, 
offer or call for a market. It further states that any disputes 
regarding a Floor Broker's determination of time priority sequence will 
be resolved by the Order Book Official, provided that such 
determinations of the Order Book Official are subject to further review 
by two Floor Officials, pursuant to PCX Rule 6.77.
    Proposed PCX Rule 6.75(f)(2) provides that when a Floor Broker's 
bid or offer has been accepted by more than one member, that Floor 
Broker must designate the members who were first, second, third, and so 
forth. It further states that, except as otherwise provided, the member 
with first priority is entitled to buy or sell as many contracts as the 
Floor Broker may have available to trade. If there are any contracts 
remaining, the member with second priority will be entitled to buy or 
sell as many contracts as there are remaining in the Floor Broker's 
order, and so on, until the Floor Broker's order has been filled 
entirely.
    Proposed PCX Rule 6.75(f)(3) (``Market Makers and Order Book 
Officials'') provides that a Market Maker is responsible for 
determining the sequence in which bids and offers are vocalized on the 
Trading Floor in response to that Market Maker's bid, offer or call for 
a market. Likewise, an Order Book Official is responsible for 
determining the sequence in which bids and offers are vocalized on the 
Trading Floor in response to the Order Book Official's bid, offer or 
call for a market. The proposed rule further provides that the order 
allocation procedures for Market Makers and Order Book Officials, 
including the determination of time priority sequence, are the same as 
those for Floor Brokers as set forth in this proposed PCX Rule 
6.75(f).\5\
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    \5\ The PCX is currently reviewing the means by which it would 
be able to determine the identity of an individual who allocated a 
trade on the Exchange. Telephone conversation between, Michael D. 
Pierson, Vice President, PCX, and Nancy J. Sanow, Assistant 
Director, Division, Commission, on March 22, 2002.
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2. LMM Guaranteed Participation
    Proposed PCX Rule 6.75(f)(4)(A) provides that if the LMM 
establishes first priority during the vocalization process, the LMM 
will be entitled to buy or sell as many contracts as the Floor Broker 
may have available to trade. However, if the LMM does not establish 
first priority during the vocalization process, but does establish 
second, third, or some other time priority sequence, the LMM will be 
entitled to buy or sell the number of contracts equal to the LMM's 
guaranteed participation level (pursuant to PCX Rule 6.82(d)(2)) plus 
any contracts the Floor Broker has remaining after the bids or offers 
of other members with higher time priority have been satisfied.
    Proposed PCX Rule 6.75(f)(4)(B) provides that if one or more orders 
in the limit order book have priority over an LMM's bid or offer, then 
the LMM's guaranteed participation level will apply only to the number 
of contracts remaining after all contracts in the limit order book that 
are at, or better than, the LMM's bid or offer have first been 
satisfied.
    Proposed PCX Rule 6.75(f)(4)(C) provides that LMMs may waive some 
or all of their guaranteed participation on particular trades, but only 
to the extent that doing so is permissible under PCX Rule 6.86 (``Firm 
Quotes''). In such circumstances, if the LMM has waived the right to 
trade a certain number of option contacts, those option contracts will 
then become available for execution by the member (or members) who are 
next in priority sequence. For example, assume that there are 100 
contracts available to sell, the LMM has guaranteed participation on 25 
contracts, and the time priority sequence is as follows: the LMM is 
first, Market Maker #1 is second, and Market Maker #2 is third. If the 
LMM buys 20 contracts, the remaining 80 contracts will then be 
available for execution by Market Maker #1. If Market Maker #1 buys 40 
of those contracts, then the remaining 40 contracts will be available 
for execution by Market Maker #2.
    Proposed PCX Rule 6.75(f)(4)(D) provides that LMMs may direct some 
or all of their guaranteed participation to competing public orders in 
the trading crowd pursuant to PCX Rule 6.82(d).
    Proposed PCX Rule 6.75(f)(4)(E) provides that bid and offering 
prices that are disseminated by an automatic quotation system are 
presumed to be the bid and offering prices of the LMM for purposes of 
PCX Rule 6.86 (``Firm

[[Page 15652]]

Quotes'') and PCX Rule 6.82(d)(2) (``Guaranteed Participation''). 
Nevertheless, LMMs must vocalize all of their bids and offers in 
response to a call for a market and in acceptance of another member's 
bid or offer. If a Floor Broker enters the trading crowd and vocalizes 
acceptance of a bid or offer that is then being disseminated, the LMM 
will be entitled to guaranteed participation on that transaction.
3. Parity Due to Simultaneous Bidding or Offering
    Proposed PCX Rule 6.75(f)(5)(A) states that if the bids or offers 
of more than one member are made simultaneously, such bids or offers 
will be deemed to be on parity and priority will be afforded to them, 
insofar as practicable, on an equal basis, pursuant to PCX Rule 
6.75(c). Accordingly, efforts will be made to assure that each member 
on parity receives an equal number of contracts, to the extent 
mathematically possible. One or more members on parity may waive their 
rights to some of their share (or shares) of contracts, but only to the 
extent that doing so is permissible under PCX Rule 6.86 (``Firm 
Quotes''). In such circumstances, the remaining number of contracts 
will be allocated, to the extent practicable, on an equal basis. 
However, an LMM who has received guaranteed participation on a 
transaction may not participate in the waived portion of the order 
unless there are contracts remaining to be allocated after all other 
members have been satisfied.
    Proposed PCX Rule 6.75(f)(5)(B) provides that if the bids and 
offers of more than one member, including the LMM, are on parity, then 
the LMM's guaranteed participation will first be applied to the entire 
order and the remainder of the order will be allocated, to the extent 
practicable, on an equal basis among the members other than the LMM who 
are on parity. The LMM may participate in such remainder of the order 
only if there are contracts remaining after all members other than the 
LMM have first been satisfied.
    Proposed PCX Rule 6.75(f)(5)(C) states that if the LMM waives 
priority or guaranteed participation when the LMM and one or more other 
members are on parity, then the portion of the order that the LMM has 
waived will be made available to the other members who are on parity. 
For example, assume that there are 100 contracts available to trade, 
the LMM has guaranteed participation on 25 contracts, and two other 
members are on parity with the LMM. If the LMM waives guaranteed 
participation (but claims priority), the order will be divided into 
three shares (consisting of 34 contracts, 33 contracts and 33 
contracts). If the LMM waives all rights to participate in the trade, 
the order will be divided among the two other members who are on 
parity, in equal shares, each comprising 50 contracts.
    Proposed Rule 6.75(f)(6) states that if the members of the trading 
crowd provide a collective response to a member's request for a market 
in order to fill a large order, pursuant to Rule 6.37(f)(2), then if 
the size of the trading crowd's market, in the aggregate, is less than 
or equal to the size of the order to be filled, the members of the 
trading crowd will each receive a share of the order that is equal to 
the size of their respective bids or offers. However, if the size of 
the trading crowd's market exceeds the size of the order to be filled, 
that order will be allocated on a size pro rata basis, with the members 
of the trading crowd each receiving, to the extent practicable, the 
percentage of the order that is the ratio of the size of their 
respective bids or offers to the total size of all bids or offers. 
Specifically, in such circumstances, the size of the order to be 
allocated is multiplied by the size of an individual market 
participant's quote divided by the aggregate size of all market 
participants' quotes. For example, assume there are 200 contracts to be 
allocated, Market Maker #1 is bidding for 100, Market Maker #2 is 
bidding for 200 and Market Maker #3 is bidding for 500. Under the 
``size pro rata'' allocation formula, Market Maker #1 will be allocated 
25 contracts (200x100 800);  Market Maker #2 will be allocated 
50 contracts (200x200 800);  and Market Maker #3 will be 
allocated 125 contracts (200x500  800).
e. Procedures of Lead Market Makers
    PCX Rule 6.82(d)(2) also currently provides, in part, that LMMs at 
their own discretion may direct their guaranteed participation to 
competing public orders in the crowd. The Exchange is modifying this 
provision to provide that LMMs may direct ``some or all'' of their 
guaranteed participation to competing public orders (i.e., competing 
orders for the accounts of non-broker-dealers) in the crowd.
    PCX Rule 6.82(d)(2) currently provides, in part, that LMMs ``shall 
be allocated 50% participation in transactions occurring at their 
disseminated bids and/or offers in their allocated issue(s).'' The 
Exchange is proposing to amend this rule so that it provides that LMMs 
``shall be allocated 50% participation (or such lesser percentage as 
the Options Allocation Committee may establish in allocating an issue 
to an LMM) in transactions occurring at their disseminated bids and/or 
offers in their allocated issues.''
    Finally, PCX Rule 6.82(e)(2)(a) currently provides, in part, that 
LMMs ``shall have a right to participate pro rata with the trading 
crowd in trades that take place at the LMM's principal bid or offer.'' 
The Exchange is proposing to modify this provision to state that LMMs 
``have a right to participate with the trading crowd in trades that 
take place at the LMM's principal bid or offer, pursuant to the 
priority rules set forth in PCX Rule 6.75.''
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
section 6(b) \6\ of the Act, in general, and furthers the objectives of 
Section 6(b)(5),\7\ in particular, in that it is designed to promote 
just and equitable principles of trade and to protect investors and the 
public interest.
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    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose 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

    The Exchange has neither solicited nor received written comments on 
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 Exchange 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 is consistent with the Act. Persons making written submissions

[[Page 15653]]

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 
PCX. All submissions should refer to file number SR-PCX-2002-13 and 
should be submitted by April 23, 2002.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\8\
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    \8\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-7871 Filed 4-1-02; 8:45 am]
BILLING CODE 8010-01-P