[Federal Register Volume 68, Number 146 (Wednesday, July 30, 2003)]
[Notices]
[Pages 44826-44831]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-19291]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-48215; File No. SR-NASD-2003-75]


Self-Regulatory Organizations; Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change and Amendment Nos. 1 and 2 
Thereto by the National Association of Securities Dealers, Inc. 
Relating to Requests for Underwriting Activity Reports

July 23, 2003.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\

[[Page 44827]]

notice is hereby given that on April 29, 2003, the National Association 
of Securities Dealers, Inc. (``NASD'') submitted to 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 NASD. On May 28, 2003, NASD submitted Amendment No. 1 to 
the proposed rule change.\3\ On July 9, 2003, NASD submitted Amendment 
No. 2 to the proposed rule change.\4\ NASD has designated the proposed 
rule change as concerned solely with administration of the self 
regulatory organization under Section 19(b)(3)(A)(iii) of the Act \5\ 
and Rule 19b-4(f)(3) thereunder,\6\ which renders the proposed rule 
change effective upon filing with the Commission.\7\ 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).
    \2\ 17 CFR 240.19b-4.
    \3\ See letter dated May 28, 2003, from Stephanie Dumont, 
Associate General Counsel, Office of General Counsel, Regulatory 
Policy and Oversight, NASD, to Katherine A. England, Assistant 
Director, Division of Market Regulation (``Division''), Commission 
(``Amendment No. 1''). In Amendment No. 1, NASD amended the proposal 
to redefine the term ``NASD'' in the proposed rule text and to 
revise and clarify its discussion of the purpose of the proposed 
rule change. The changes to the purpose section were subsequently 
amended by Amendment No. 2.
    \4\ See letter dated July 7, 2003, from Stephanie Dumont, 
Associate General Counsel, Office of General Counsel, Regulatory 
Policy and Oversight, NASD, to Katherine A. England, Assistant 
Director, Division, Commission (``Amendment No. 2''). In Amendment 
No. 2, NASD amended the proposal to include additional amendments to 
the proposed rule text by, in part, deleting references to NASD 
Regulation, Inc., and to revise and clarify its discussion of the 
purpose of the proposed rule change.
    \5\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \6\ 17 CFR 240.19b-4(f)(3).
    \7\ For purposes of calculating the 60-day period within which 
the Commission may summarily abrogate the proposed rule change under 
Section 19(b)(3)(C) of the Act, the Commission considers the period 
to commence on July 9, 2003, the date NASD filed Amendment No. 2. 
See 15 U.S.C. 78s(b)(3)(C).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    NASD is proposing to amend NASD Rules to require members to submit 
requests for Underwriting Activity Reports (``UARs'') to the Market 
Regulation Department rather than the Corporate Finance Department. 
NASD is also proposing to amend NASD Rule 0120 to change the definition 
of ``NASD.'' The text of the proposed rule change is set forth below. 
Proposed new language is in italics; proposed deletions are in 
[brackets].
* * * * *

0120. Definitions

    When used in these Rules, unless the context otherwise requires:
    (a) through (i) No Change.
    (j) ``NASD''
    The term ``NASD'' means, collectively, NASD Inc., NASD Regulation, 
Nasdaq, and NASD Dispute Resolution [NASD, Inc].
    (k) through (q) No Change.
* * * * *

2710. Corporate Financing Rule--Underwriting Terms and Arrangements

    (a) No Change.
(b) Filing Requirements
(1) General
    No member or person associated with a member shall participate in 
any manner in any public offering of securities subject to this Rule, 
Rule 2720 or Rule 2810 unless documents and information as specified 
herein relating to the offering have been filed with and reviewed by 
NASD [the Association].
(2) Means of Filing
    Documents or information required by this Rule to be filed with 
NASD [the Association][*] shall be considered to be filed only upon 
receipt by its Corporate Financing Department.*
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    * This Department is located at 9509 Key West Avenue, Rockville, 
Maryland 20850.
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(3) Confidential Treatment
    NASD [The Association] shall accord confidential treatment to all 
documents and information filed pursuant to this Rule and shall utilize 
such documents and information solely for the purpose of review to 
determine compliance with the provisions of applicable NASD 
[Association] Rules or for other regulatory purposes deemed appropriate 
by NASD [the Association].
(4) Requirement for Filing
    (A) Unless filed by the issuer, the managing underwriter, or 
another member, a member that anticipates participating in a public 
offering of securities subject to this Rule shall file with NASD [the 
Association] the documents and information with respect to the offering 
specified in subparagraphs (5) and (6) below no later than one business 
day after the filing of any of such documents:
    (i) through (iv) No Change.
    (B) No offering of securities subject to this Rule shall commence 
unless:
    (i) The documents and information specified in subparagraphs (5) 
and (6) below have been filed with and reviewed by NASD [the 
Association]; and
    (ii) NASD [the Association] has provided an opinion that it has no 
objections to the proposed underwriting and other terms and 
arrangements or an opinion that the proposed underwriting and other 
terms and arrangements are unfair and unreasonable. If NASD's [the 
Association's] opinion states that the proposed underwriting and other 
terms and arrangements are unfair and unreasonable, the member may file 
modifications to the proposed underwriting and other terms and 
arrangements for further review.
    (C) Any member acting as a managing underwriter or in a similar 
capacity that has been informed of an opinion by NASD [the 
Association], or a determination by the appropriate standing committee 
of the Board of Governors, that the proposed underwriting terms and 
arrangements of a proposed offering are unfair or unreasonable, and the 
proposed terms and arrangements have not been modified to conform to 
the standards of fairness and reasonableness, shall notify all other 
members proposing to participate in the offering of that opinion or 
determination at a time sufficiently prior to the effective date of the 
offering or the commencement of sales so the other members will have an 
opportunity as a result of specific notice to comply with their 
obligation not to participate in any way in the distribution of a 
public offering containing arrangements, terms and conditions that 
[which] are unfair or unreasonable.
(5) Documents To Be Filed
    (A) The following documents relating to all proposed public 
offerings of securities that are required to be filed under 
subparagraph (b)(4) above shall be filed with NASD [the Association] 
for review:
    (i) No Change.
    (ii) Three copies of any proposed underwriting agreement, agreement 
among underwriters, selected dealers agreement, agency agreement, 
purchase agreement, letter of intent, consulting agreement, partnership 
agreement, underwriter's warrant agreement, escrow agreement, and any 
other document that [which] describes the underwriting or other 
arrangements in connection with or related to the distribution, and the 
terms and conditions relating thereto; and any other information or 
documents that [which] may be material to or part of the said 
arrangements, terms and conditions and that [which] may have a bearing 
on NASD's [the Association's] review;
    (iii) No Change.

[[Page 44828]]

    (iv) Three copies of the final registration statement declared 
effective by the Commission or equivalent final offering document and a 
list of the members of the underwriting syndicate, if not indicated 
therein, and one copy of the executed form of the final underwriting 
documents and any other document submitted to NASD [the Association] 
for review.
    (B) All documents that are filed with the Commission through the 
Commission's Electronic Data Gathering and Retrieval System shall be 
treated as filed with NASD [the Association].
    (6) Information Required To Be Filed
    (A) Any person filing documents that are required to be filed under 
paragraph (b)(4) above shall provide the following information with 
respect to the offering through NASD's [the Association's] electronic 
filing system:
    (i) through (v) No Change.
    (vi) A detailed explanation and any documents related to the 
modification of any item of underwriting compensation subsequent to the 
review and approval of such compensation by NASD [the Association]; and
    (vii) Any other information required by NASD's [the Association's] 
electronic filing system.
    (B) Any person filing documents pursuant to subparagraph (b)(5) 
above shall notify NASD [the Association] through its electronic filing 
system that the offering has been declared effective or approved by the 
Commission or other agency no later than one business day following 
such declaration or approval or that the offering has been withdrawn or 
abandoned within three business days following the withdrawal or 
decision to abandon the offering.
    (7) Offerings Exempt From Filing
    Notwithstanding the provisions of subparagraph (1) above, documents 
and information related to the following public offerings need not be 
filed with NASD [the Association] for review, unless subject to the 
provisions of Rule 2720. However, it shall be deemed a violation of 
this Rule or Rule 2810, for a member to participate in any way in such 
public offerings if the underwriting or other arrangements in 
connection with the offering are not in compliance with this Rule or 
Rule 2810, as applicable:
    (A) through (G) No Change.
    (8) No Change.
(9) Offerings Required To Be Filed
    Documents and information relating to all other public offerings 
including, but not limited to, the following must be filed with NASD 
[the Association] for review:
    (A) through (J) No Change.
(10) Request for Underwriting Activity Report
    Notwithstanding the availability of an exemption from filing under 
subparagraph (b)(7) of this Rule, a member acting as a manager (or in a 
similar capacity) of a distribution of a publicly traded subject 
[security] or reference security that is subject to SEC Rule 101 or an 
``actively-traded'' security under SEC Rule 101 (except for a security 
listed on a national securities exchange) shall submit a request to the 
Market Regulation [Corporate Financing] Department for an Underwriting 
Activity Report with respect to the subject security and/or reference 
security in order to facilitate compliance with SEC Rules 101, 103, or 
104, and other distribution-related NASD Rules [of the Association]. 
The request shall be submitted at the time a registration statement or 
similar offering document is filed with the Corporate Financing 
Department, the SEC, or other regulatory agency or, if not filed with 
any regulatory agency, at least two (2) business days prior to the 
commencement of the restricted period under SEC Rule 101. The request 
shall include a copy of the registration statement or similar offering 
document (if not previously submitted pursuant to subparagraph (b)(5) 
of this Rule). If no member is acting as managing underwriter of such 
distribution, each member that is a distribution participant or an 
affiliated purchaser shall submit a request for an Underwriting 
Activity Report, unless another member has assumed responsibility for 
compliance with this subparagraph. For purposes of subparagraphs 
(b)(10) [(11)] and (11) [(12)], SEC Rules 100, 101, 103, and 104 are 
rules of the Commission adopted under Regulation M and the following 
terms shall have the meanings as defined in SEC Rule 100: 
``distribution,'' ``distribution participant,'' ``reference security,'' 
``restricted period,'' and ``subject security.''
(11) Submission of Pricing Information
    A member acting as a manager (or in a similar capacity) of a 
distribution of securities that are listed on a national securities 
exchange and considered a subject security or reference security that 
is subject to SEC Rule 101 or an ``actively-traded'' security under SEC 
Rule 101 or a distribution of any other securities that are considered 
``actively-traded'' under SEC Rule 101 shall provide written notice to 
the Market Regulation Department [of NASD Regulation, Inc.], no later 
than the close of business the day the offering terminates, that 
includes the date and time of the pricing of the offering, the offering 
price, and the time the offering terminated, which notice may be 
submitted on the Underwriting Activity Report.
(c) Underwriting Compensation and Arrangements
    (1) through (2) No Change.
(3) Items of Compensation
    (A) No Change.
    (B) Expenses customarily borne by an issuer, such as printing 
costs; SEC, ``blue sky'' and other registration fees; NASD 
[Association] filing fees; and accountant's fees, shall be excluded 
from underwriter's compensation whether or not paid through an 
underwriter.
(4) Determination of Whether Compensation Is Received in Connection 
With the Offering
    (A) All items of value received or to be received by the 
underwriter and related persons during the twelve (12) month period 
immediately preceding the filing of the registration statement or 
similar document, and at the time of and subsequent to the public 
offering, will be examined to determine whether such items of value are 
underwriting compensation in connection with the offering and, if 
received during the six (6) month period immediately preceding the 
filing of the registration statement or similar document, will be 
presumed to be underwriting compensation received in connection with 
the offering, provided, however, that such presumption may be rebutted 
on the basis of information satisfactory to NASD [the Association] to 
support a finding that the receipt of an item is not in connection with 
the offering and shall not include cash discounts or commissions 
received in connection with a prior distribution of the issuer's 
securities.
    (B) through (D) No Change.
    (E) Notwithstanding the provisions of subparagraph (3)(A)(vi) 
above, financial consulting and advisory fees may be excluded from 
underwriting compensation upon a finding by NASD [the Association], on 
the basis of information satisfactory to it, that an ongoing 
relationship between the issuer and the underwriter and related person 
has been established at least twelve (12) months prior to the filing of 
the registration statement or similar document or that the 
relationship, if established subsequent to that time, was not entered 
into in connection with the offering, and that actual services have 
been or will be rendered that [which]

[[Page 44829]]

were not or will not be in connection with or related to the offering.
(5) Valuation of Non-Cash Compensation
    For purposes of determining the value to be assigned to securities 
received as underwriting compensation, the following criteria and 
procedures shall be applied:
    (A) No underwriter and related person may receive a security or a 
warrant for a security as compensation in connection with the 
distribution of a public offering that is different than the security 
to be offered to the public unless the security received as 
compensation has a bona fide independent market, provided, however, 
that:
    (i) In exceptional and unusual circumstances, upon good cause 
shown, such arrangement may be permitted by NASD [the Association]; and
    (ii) No Change.
    (B) through (D) No Change.
(6) Unreasonable Terms and Arrangements
    (A) No member or person associated with a member shall participate 
in any manner in a public offering of securities after any arrangement 
proposed in connection with the public offering, or the terms and 
conditions relating thereto, has been determined to be unfair or 
unreasonable pursuant to this Rule or inconsistent with any By-Law or 
any Rule or regulation of NASD [the Association].
    (B) Without limiting the foregoing, the following terms and 
arrangements, when proposed in connection with the distribution of a 
public offering of securities, shall be unfair and unreasonable:
    (i) through (iv) No Change.
    (v) Any ``tail fee'' arrangement granted to the underwriter and 
related persons that has a duration of more than two (2) years from the 
date the member's services are terminated, in the event that the 
offering is not completed in accordance with the agreement between the 
issuer and the underwriter and the issuer subsequently consummates a 
similar transaction, except that a member may demonstrate on the basis 
of information satisfactory to NASD [the Association] that an 
arrangement of more than two (2) years is not unfair or unreasonable 
under the circumstances.
    (vi) through (xv) No Change.
    (C) No Change.
    (7) through (8) No Change.
    (d) Exemptions. Pursuant to the Rule 9600 Series, NASD [the 
Association] may exempt a member or person associated with a member 
from the provisions of this Rule for good cause shown.
* * * * *

4200. Definitions

    (a) For purposes of the Rule 4000 Series, unless the context 
requires otherwise:
    (1) through (29) No Change.
    (30) ``Normal unit of trading'' means 100 shares of a security 
unless, with respect to a particular security, NASD [the Association] 
determines that a normal unit of trading shall constitute other than 
100 shares. If a normal unit of trading is other than 100 shares, a 
special identifier shall be appended to the issuer's Nasdaq symbol.
    (31) through (36) No Change.
    (37) ``Underwriting Activity Report'' is a report provided by the 
Market Regulation Department [Corporate Financing Department of NASD 
Regulation, Inc.] in connection with a distribution of securities 
subject to SEC Rule 101 pursuant to Rule 2710(b)(11) and includes forms 
that are submitted by members to comply with their notification 
obligations under Rules 4614, 4619, and 4623.
    (b) No Change.
* * * * *

6540. Requirements Applicable to Market Makers

    (a) Market-maker participation in the OTCBB is voluntary and open 
to any NASD [Association] member firm that satisfies the financial/
operational requirements applicable to member firms engaged in over-
the-counter market making; subscribes to Level 3 Nasdaq Workstation 
service; and demonstrates compliance with (or qualifies for an 
exception from) SEC Rule 15c2-11 at the time of initiating (or 
resuming) the quotation of any OTCBB-eligible security in the Service. 
Rule 6740 sets forth the procedure for demonstrating compliance with 
SEC Rule 15c2-11.
    (b) through (c) No Change.
    (d) OTCBB-eligible securities that meet the frequency of quotation 
requirement for the so called ``piggyback'' exception in SEC Rule 15c2-
11(f)(3)(i) are identified in the Service as ``active'' securities. A 
member can commence market making in any active security by registering 
as a market maker through a Nasdaq Workstation at the firm. In all 
other instances, a member must follow the procedure contained in this 
Rule to become qualified as a market maker in a particular OTCBB-
eligible security.\*\
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    \*\ No change to text of footnote.
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(1) Permissible Quotation Entries
    (A) through (C) No Change.
    (D) Any member that intends to be a distribution participant in a 
distribution of securities subject to SEC Rule 101, or is an affiliated 
purchaser in such distribution, and is entering quotations in an OTCBB-
eligible security that is the subject security or reference security of 
such distribution shall, unless another member has assumed 
responsibility for compliance with this paragraph:
    (i) and (ii) No Change.
    (iii) Provide written notice to the Corporate Financing Department 
[of NASD Regulation, Inc.] of its intention to impose a penalty bid or 
to conduct syndicate covering transactions pursuant to SEC Rule 104 
prior to imposing the penalty bid or engaging in the first syndicate 
covering transaction. Such notice shall include information as to the 
date the penalty bid or first syndicate covering transaction will 
occur; and
    (iv) Provide written notice to the Market Regulation Department [of 
NASD Regulation, Inc.] by the close of business on the day the offering 
terminates that includes the date and time of the pricing of the 
offering, the offering price, and the time the offering terminated.
    (E) The written notice required by subparagraphs (d)[(b)](1)(D)(i), 
(iii) and (iv) of this Rule may be submitted on the Underwriting 
Activity Report provided by the Market Regulation Department. 
[Corporate Financing Department of NASD Regulation, Inc.]
    (F) For purposes of subparagraph (d)[(b)](1)(D), SEC Rules 100, 
101, 103 and 104 are rules of the Commission adopted under Regulation M 
and the following terms shall have the meanings as defined in SEC Rule 
100: ``affiliated purchaser,'' ``distribution,'' ``distribution 
participant,'' ``penalty bid,'' ``reference security,'' ``restricted 
period,'' ``stabilizing,'' ``subject security,'' and ``syndicate 
covering transaction.''
(2) Impermissible Quotation Entries
    (A) No Change.
    (B) No member or person associated with a member shall enter into 
the Service a priced bid and/or offer, an unpriced indication of 
interest (including ``bid wanted'' or ``offer wanted'' indications), or 
a bid or offer accompanied by a modifier to reflect unsolicited 
customer interest in any security of an issuer that does not make 
filings with the [Securities and Exchange] Commission through the 
Electronic Data Gathering, Analysis, and Retrieval (``EDGAR'') system 
(or in

[[Page 44830]]

paper format, if specifically permitted by Commission Rules) unless the 
member:
    (i) Notifies NASD [the Association] of the issuer of the security's 
schedule for the filing of all periodic reports or financial reports 
required pursuant to the Act or regulatory authority, respectively, and 
the identity of the regulatory authority with which such reports are 
filed, or ensures that such notice is provided; and
    (ii) Provides to NASD [the Association] the issuer's periodic 
reports required pursuant to the Act, or the issuer's financial reports 
required by regulatory authority, prior to the expiration of the grace 
period described in Rule 6530(a)(3), or ensures that the required 
periodic reports are provided to NASD [the Association] within that 
time period.
    (3) No Change.
(4) More Than One Trading Location
    In cases where a market maker has more than one trading location, a 
fifth character, geographic indicator shall be appended to the market 
maker's identifier for that security. Indicators are established by 
NASD [the Association] and published from time to time in the Nasdaq/
CQS symbol directory.
    (5) No Change.
    (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, 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. 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

1. Purpose
    NASD Rules currently require a member acting as the lead manager of 
a distribution of a publicly traded security that is subject to SEC 
Rule 101 of Regulation M to submit a request for a UAR to the Corporate 
Financing Department. A UAR, among other things, provides information 
to members to assist them in complying with the restricted periods of 
SEC Rule 101. A member must request a UAR at the time a registration 
statement or similar offering document is filed with the Corporate 
Financing Department, the Commission, or other regulatory agency or, if 
not filed with any regulatory agency, at least two business days prior 
to the commencement of the restricted period under SEC Rule 101.
    Since June 2002, NASD staff has asked that members submit their 
requests for UARs to the Market Regulation Department rather than the 
Corporate Financing Department. NASD staff believes that the Market 
Regulation Department is better suited to handle member UAR requests 
because the Market Regulation Department has more timely access to 
market information. Accordingly, NASD staff is proposing amendments to 
NASD Rules to require that members submit a request for a UAR to the 
Market Regulation Department instead of the Corporate Financing 
Department. NASD represents that the proposed rule change would not 
affect the substantive content of UAR requests, the manner in which a 
request can be submitted (e.g., via mail, e-mail, or fax), or the time 
period associated with a request.
    Finally, NASD no longer refers to itself or its subsidiary, NASD 
Regulation, Inc., using their full corporate names, ``the 
Association,'' ``the NASD'' or ``NASD Regulation, Inc.'' Instead, NASD 
uses ``NASD'' unless otherwise appropriate for corporate or regulatory 
reasons. Accordingly, NASD proposes to replace several references to 
``the Association'' and ``the NASD'' in the text of the proposed rule 
change with ``NASD'' and to delete several references to ``NASD 
Regulation, Inc.'' Although NASD is proposing to delete the name ``NASD 
Regulation, Inc.,'' NASD represents that NASD Regulation, Inc. will 
continue to perform the functions described in the rule.\8\
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    \8\ See Amendment No. 2, supra note 4.
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2. Statutory Basis
    NASD believes that the proposed rule change is consistent with the 
provisions of Section 15A(b)(6) of the Act,\9\ which requires, among 
other things, that NASD rules be designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, and, in general, to protect investors and the 
public interest. NASD believes that the proposed rule change will 
improve processing of UAR requests by NASD.
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    \9\ 15 U.S.C. 78o-3(b)(6).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    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

    NASD has designated the proposed rule change as administrative 
under Section 19(b)(3)(A) of the Act \10\ and subparagraph (f)(3) of 
Rule 19b-4 thereunder,\11\ which renders the proposal effective upon 
filing with the Commission. At any time within 60 days of the filing, 
the Commission may summarily abrogate this proposed rule change if it 
appears to the Commission that such action is necessary or appropriate 
in the public interest, for the protection of investors, or otherwise 
in furtherance of the purposes of the Act.\12\
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    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 17 CFR 240.19b-4(f)(3).
    \12\ For purposes of calculating the 60-day period within which 
the Commission may summarily abrogate the proposed rule change under 
Section 19(b)(3)(C) of the Act, the Commission considers the period 
to commence on July 9, 2003, the date NASD filed Amendment No. 2. 
See 15 U.S.C. 78s(b)(3)(C).
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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

[[Page 44831]]

the principal office of the NASD. All submissions should refer to file 
number SR-NASD-2003-75 and should be submitted by August 20, 2003.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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J. Lynn Taylor,
Assistant Secretary.
[FR Doc. 03-19291 Filed 7-29-03; 8:45 am]
BILLING CODE 8010-01-P