Self-Regulatory Organizations; Notice of Filing of Proposed Rule Change by National Association of Securities Dealers, Inc. Amending Nasdaq's Audit Committee Requirements

[Federal Register Volume 64, Number 197 (Wednesday, October 13, 1999)]
[Notices]
[Pages 55510-55514]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-26622]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-41982; File No. SR-NASD-99-48]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by National Association of Securities Dealers, Inc. Amending 
Nasdaq's Audit Committee Requirements

October 6, 1999.
    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 September 20, 1999, the National Association of Securities Dealers, 
Inc. (``NASD'' or ``Association''), through its wholly owned 
subsidiary, 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. 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.
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    Nasdaq has filed with the Commission a proposed rule change 
amending its definition of independence and its audit committee 
requirements. Below is the text of the proposed rule change. Proposed 
new language is italicized; proposed deletions are in brackets.

Rule 4200. DEFINITIONS

    (a) For purposes of the Rule 4000 Series, unless the context 
requires otherwise:
    (1)-(14) No change
    (15) ``Independent director'' means a person other than an officer 
or employee of the company or its subsidiaries or any other individual 
having a relationship which, in the opinion of the company's board of 
directors, would interfere with the exercise of independent judgment in 
carrying out the responsibilities of a director. The following persons 
shall not be considered independent:
    (a) a director who is employed by the corporation or any of its 
affiliates for the current year or any of the past three years;
    (b) a director who accepts any compensation from the corporation or 
any of its affiliates in excess of $60,000 during the previous fiscal 
year, other than compensation for board service, benefits under a tax-
qualified retirement plan, or non-discretionary compensation;
    (c) a director who is a member of the immediate family of an 
individual who is, or has been in any of the past three years, employed 
by the corporation or any of its affiliates as an executive officer. 
Immediate family includes a person's spouse, parents, children, 
siblings, mother-in-law, father-in-law, brother-in-law, sister-in-law, 
and anyone who resides in such person's home;
    (d) a director who is a partner in, or a controlling shareholder or 
an executive officer of, any for-profit business organization to which 
the corporation made, or from which the corporation received, payments 
(other than those arising solely from investments in the corporation's 
securities) that exceed 5% of the corporation's or business 
organization's consolidated gross revenues for that year, or $200,000, 
whichever is more, in any of the past three years;
    (e) a director who is employed as an executive of another entity 
where any of the company's executives serve on that entity's 
compensation committee.
    (15)-(36) renumbered as (16)-(37)
    (b) No change

Rule 4310. Qualification Requirements for Domestic and Canadian 
Securities

    To qualify for inclusion in Nasdaq, a security of a domestic or 
Canadian issuer shall satisfy all applicable requirements contained in 
paragraphs (a) or (b), and (c) hereof.
    (a)-(b) No change
    (c) In addition to the requirements contained in paragraph (a) or 
(b) above, and unless otherwise indicated, a security shall satisfy the 
following criteria for inclusion in Nasdaq:
    (1)-(24) No change
    (25) Corporate Governance Requirements
* * * * *
    (A) No change
    (B) Independent Directors
    Each issuer shall maintain a [minimum of two] sufficient number of 
independent directors on its board of directors to satisfy the audit 
committee requirement set forth in Rule 4310(c)(26)(B).
    [(C) Audit Committee
    Each issuer shall establish and maintain an Audit Committee, a 
majority of the members of which shall be independent directors.]
    (D)-(H) renumbered as (C)-(G)
    (26) Audit Committee

(A) Audit Committee Charter

    Each Issuer must certify that it has adopted a formal written audit 
committee charter and that the Audit Committee has reviewed and 
reassessed the adequacy of the formal written charter on an annual 
basis. The charter must specify the following:
    (i) the scope of the audit committee's responsibilities, and how it 
carries out those responsibilities, including structure, processes, and 
membership requirements;
    (ii) the audit committee's responsibility for ensuring its receipt 
from the outside auditors of a formal written statement delineating all 
relationships between the auditor and the company, consistent with 
Independence Standards Board Standard 1, and the audit committee's 
responsibility for actively engaging in a dialogue with the auditor 
with respect to any disclosed relationships or services that may impact 
the objectivity and independence of the auditor and for taking, or 
recommending that the full board take, appropriate action to ensure the 
independence of the outside auditor; and
    (iii) the outside auditor's ultimate accountability to the board of 
directors and the audit committee, as representatives of shareholders, 
and these shareholder representatives' ultimate authority and 
responsibility to select, evaluate, and, where appropriate, replace the 
outside auditor (or to nominate the outside auditor to be proposed for 
shareholder approval in any proxy statement).

(B) Audit Committee Composition

    (i) Each issuer must have, and certify that it has and will 
continue to have, an audit committee of at least three

[[Page 55511]]

members, comprised solely of independent directors, each of whom is 
able to read and understand fundamental financial statements, including 
a company's balance sheet, income statement, and cash flow statement or 
will become able to do so within a reasonable period of time after his 
or her appointment to the audit committee. Additionally, each issuer 
must certify that it has, and will continue to have, at least one 
member of the audit committee that has past employment experience in 
finance or accounting, requisite professional certification in 
accounting, or any other comparable experience or background which 
results in the individual's financial sophistication, including being 
or having been a chief executive officer, chief financial officer or 
other senior officer with financial oversight responsibilities.
    (ii) Notwithstanding paragraph (i), one director who is not 
independent as defined in Rule 4200, and is not a current employee or 
an immediate family member of such employee, may be appointed to the 
audit committee, if the board, under exceptional and limited 
circumstances, determines that membership on the committee by the 
individual is required by the best interests of the corporation and its 
shareholders, and the board discloses, in the next annual proxy 
statement subsequent to such determination, the nature of the 
relationship and the reasons for that determination.
    (iii) Exception for Small Business Filers--Paragraphs (B)(i) and 
(B)(ii) do not apply to issuers that file reports under SEC Regulation 
S-B. Such issuers must establish and maintain an Audit Committee of at 
least two members, a majority of the members of which shall be 
independent directors.
    (26)-(28) renumbered as (27)-(29)
    (d) No change

Rule 4320. Qualification Requirements for Non-Canadian Foreign 
Securities and American Depositary Receipts

    To qualify for inclusion in Nasdaq, a security of a non-Canadian 
foreign issuer, and American Depositary Receipt (ADR) or similar 
security issued in respect of a security of a foreign issuer shall 
satisfy the requirements of paragraphs (a), (b) or (c), and (d) and (e) 
of this Rule.
    (a)-(d) No change
    (e) In addition to the requirements contained in paragraphs (a), 
(b) or (c), and (d), the security shall satisfy the following criteria 
for inclusion in Nasdaq:
    (1)-(20) No change
    (21) Corporate Governance Requirements--No provisions of this 
subparagraph or of subparagraph [(23)] (24) shall be construed to 
require any foreign issuer to do any act that is contrary to a law, 
rule or regulation of any public authority exercising jurisdiction over 
such issuer or that is contrary to generally accepted business 
practices in the issuer's country of domicile. Nasdaq shall have the 
ability to provide exemptions from the applicability of these 
provisions as may be necessary or appropriate to carry out this intent.
    Nasdaq shall review the issuer's past corporate governance 
activities. This review may include activities taking place while the 
issuer is listed on Nasdaq or an exchange that imposes corporate 
governance requirements, as well as activities taking place after the 
issuer is no longer listed on Nasdaq or an exchange that imposes 
corporate governance requirements. Based on such review, Nasdaq may 
take any appropriate action, including placing of restrictions on or 
additional requirements for listing, or the denial of listing of a 
security if Nasdaq determines that there have been violations or 
evasions of such corporate governance standards. Determinations under 
this subparagraph shall be made on a case-by-case basis as necessary to 
protect investors and the public interest.
    (A) No change
    (B) Independent Directors
    Each issuer shall maintain a [minimum of two] sufficient number of 
independent directors on its board of directors to satisfy the audit 
committee requirement set forth in Rule 4320(c)(22)(B).
    [(C) Audit Committee
    Each issuer shall establish and maintain an Audit Committee, a 
majority of the members of which shall be independent directors.]
    (D)-(H) renumbered as (C)-(G)
    (22) Audit Committee

(A) Audit Committee Charter

    Each Issuer must certify that it has adopted a formal written audit 
committee charter and the Audit Committee has reviewed and reassessed 
the adequacy of the formal written charter on an annual basis. The 
charter must specify the follow:
    (i) the scope of the audit committee's responsibilities, and how it 
carries out those responsibilities, including structure, processes, and 
membership requirements;
    (ii) the audit committee's responsibility for ensuring its receipt 
from the outside auditors of a formal written statement delineating all 
relationships between the auditor and the company, consistent with 
Independence Standards Board Standard 1, and the audit committee's 
responsibility for actively engaging in a dialogue with the auditor 
with respect to any disclosed relationships or services that may impact 
the objectivity and independence of the auditor and for taking, or 
recommending that the full board take, appropriate action to ensure the 
independence of the outside auditor; and
    (iii) the outside auditor's ultimate accountability to the board of 
directors and the audit committee, as representatives of shareholders, 
and these shareholder representatives' ultimate authority and 
responsibility to select, evaluate, and, where appropriate, replace the 
outside auditor (or to nominate the outside auditor to be proposed for 
shareholder approval in any proxy statement).

(B) Audit Committee Composition

    (i) Each issuer must have, and certify that it has and will 
continue to have, an audit committee of at least three members, 
comprised solely of independent directors, each of whom is able to read 
and understand fundamental financial statements, including a company's 
balance sheet, income statement, and cash flow statement or will become 
able to do so within a reasonable period of time after his or her 
appointment to the audit committee. Additionally, each issuer must 
certify that it has, and will continue to have, at least one member of 
the audit committee that has past employment experience in finance or 
accounting, requisite professional certification in accounting, or any 
other comparable experience or background which results in the 
individual's financial sophistication, including being or having been a 
chief executive officer, chief financial officer or other senior 
officer with financial oversight responsibilities.
    (ii) Notwithstanding paragraph (i), one director who is not 
independent as defined in Rule 4200, and is not a current employee or 
an immediate family member of such employee, may be appointed to the 
audit committee, if the board, under exceptional and limited 
circumstances, determines that membership on the committee by the 
individual is required by the best interests of the corporation and its 
shareholders, and the board discloses, in the next annual proxy 
statement subsequent to such determination, the nature of the 
relationship and the reasons for that determination.

[[Page 55512]]

    (iii) Exception for Small Business Filers--Paragraphs (B)(i) and 
(B)(ii) do not apply to issuers that file reports under SEC Regulation 
S-B. Such issuers must establish and maintain an Audit Committee of at 
least two members, a majority of the members of which shall be 
independent directors.
    (22)-(24) renumbered as (23)-(25)
    (f) No change

Rule 4460. Non-Quantitative Designation Criteria for Issuers 
Excepting Limited Partnerships

    (a)-(b) No change
    (c) Independent Directors
    Each NNM issuer shall maintain a [minimum of two] sufficient number 
of independent directors on its board of directors to satisfy the audit 
committee requirement set forth in Rule 4460(d)(2).
    (d) Audit Committee
    [Each NNNM issuer shall establish and maintain an Audit Committee, 
a majority of the members of which shall be independent directors.]

(1) Audit Committee Charter

    Each Issuer must certify that it has adopted a formal written audit 
committee charter and that the Audit Committee has reviewed and 
reassessed the adequacy of the formal written charter on an annual 
basis. The charter must specify the following:
    (A) the scope of the audit committee's responsibilities, and how it 
carries out those responsibilities, including structure, processes, and 
membership requirements;
    (B) the audit committee's responsibility for ensuring its receipt 
from the outside auditors of a formal written statement delineating all 
relationships between the auditor and the company, consistent with 
independence Standards Board Standard 1, and the audit committee's 
responsibility for actively engaging in a dialogue with the auditor 
with respect to any disclosed relationships or services that may impact 
the objectivity and independence of the auditor and for taking, or 
recommending that the full board take, appropriate action to ensure the 
independence of the outside auditor; and
    (C) the outside auditor's ultimate accountability to the board of 
directors and the audit committee, as representatives of shareholders, 
and these shareholder representatives' ultimate authority and 
responsibility to select, evaluate, and, where appropriate, replace the 
outside auditor (or to nominate the outside auditor to be proposed for 
shareholder approval in any proxy statement).

(2) Audit Committee Composition

    (A) Each issuer must have, and certify that it has and will 
continue to have, an audit committee of at least three members, 
comprised solely of independent directors, each of whom is able to read 
and understand fundamental financial statements, including a company's 
balance sheet, income statement, and cash flow statement or will become 
able to do so within a reasonable period of time after his or her 
appointment to the audit committee. Additionally, each issuer must 
certify that it has, and will continue to have, at least one member of 
the audit committee that has past employment experience in finance or 
accounting, requisite professional certification in accounting, or any 
other comparable experience or background which results in the 
individual's financial sophistication, including being or having been a 
chief executive officer, chief financial officer or other senior 
officer with financial oversight responsibilities.
    (B) Notwithstanding paragraph (i), one director who is not 
independent as defined in Rule 4200, and is not a current employee or 
an immediate family member of such employee, may be appointed to the 
audit committee, if the board, under exceptional and limited 
circumstances, determines that membership on the committee by the 
individual is required by the best interests of the corporation and its 
shareholders, and the board discloses, in the next annual proxy 
statement subsequent to such determination, the nature of the 
relationship and the reasons for that determination.
    (C) Exception for Small Business Filers--Paragraphs (2)(A) and 
(2)(B) do not apply to issuers that file reports under SEC Regulation 
S-B. Such issuers must establish and maintain an Audit Committee of at 
least two members, a majority of the members of which shall be 
independent directors.
    (e)-(n) 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
    In February 1999, the Blue Ribbon Committee on Improving the 
Effectiveness of Corporate Audit Committees (``Blue Ribbon Committee'') 
issue a report containing ten recommendations aimed at strengthening 
the independence of the audit committee; making the audit committee 
more effective; and addressing mechanisms for accountability among the 
audit committee, the outside auditors, and management.\3\ In response 
to the Blue Ribbon Committee's six recommendations regarding listing 
standards, Nasdaq proposes these rule changes relating to its audit 
committee requirements. These changes fall into three general areas: 
(1) The definition of independence; (2) the structure and membership of 
the audit committee; and (3) the audit committee charter.
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    \3\ Report and Recommendations of the Blue Ribbon Committee on 
Improving the Effectiveness of Corporate Audit Committees (1999). A 
copy of this Report can be found on-line at www.nasdaqnews.com.
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    With regard to the definition of independence, Nasdaq proposes to 
provide greater specificity for all directors, not just for those 
serving on the audit committee. Specifically, consistent with the 
recommendations of the Blue Ribbon Committee, Nasdaq proposes to 
augment its current definition of ``independent director'' with five 
relationships that would disqualify a director from being considered 
independent because these relationships could impair a director's 
independent judgment as a result of financial, familial, or other 
material ties to management or the corporation. The first of these 
relationships is a director who is employed by the corporation or any 
of its affiliates for the current year or any of the past three years. 
The second is a director who accepts any compensation from the 
corporation or any of its affiliates in excess of $60,000 during the 
previous fiscal year, other than compensation for board service, 
benefits under a tax-qualified retirement plan, or non-discretionary 
compensation. The third relationship is a director who is a member of 
the immediate family of an individual who is, or has been in any of the 
past three years, employed by the corporation or any of its affiliates 
as an executive officer. The fourth relationship is a director who is a 
partner in, or a controlling shareholder or an executive

[[Page 55513]]

officer of, any for-profit business organization to which the 
corporation made, or from which the corporation received, payments 
(other than those arising solely from investments in the corporation's 
securities) that exceed 5 percent of the corporation's or business 
organization's consolidated gross revenues for that year, or $200,000, 
whichever is more, in any of the past three years. The final 
relationship is a director who is employed as an executive of another 
entity where any of the company's executives serve an that entity's 
compensation committee.
    Although the above-enumerated relationships are similar to those 
recommended by the Blue Ribbon Committee, Nasdaq looked to existing SEC 
rules and other pronouncements to provide additional specificity. In 
this regard, the five-year ban recommended by the Blue Ribbon Committee 
was reduced to three years, which Nasdaq views as a more reasonable 
period while still greater than the SEC's rule 144 \4\ two year time 
frame. Furthermore, although the Blue Ribbon Committee recommended that 
a director who received any compensation from the corporation (other 
than for board service or under a tax-qualified retirement plan) be 
disqualified from being considered independent, Nasdaq believes that a 
compensation threshold of $60,000 is appropriate as it corresponds to 
the de minimis threshold for disclosure of relationships that may 
affect the independent judgment of directors set forth in SEC 
Regulation S-K, Item 404.\5\ In addition, Nasdaq believes that the 
receipt of non-discretionary compensation should not automatically 
disqualify a director from being considered independent. Furthermore, 
the proposed rule changes provides further clarification of the fourth 
relationship by specifying that payments resulting solely from 
investments in the corporation's securities will not prevent a director 
from being considered independent and by looking to the American Law 
Institute's measurement of ``significant'' when determining what 
payments to or from a company could impair a director's independent 
judgment.\6\ Finally, Nasdaq believes that the heightened independence 
standard should apply to all issuers due to the importance of this 
issue.
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    \4\ 17 CFR 230.144.
    \5\ 17 CFR 229.404.
    \6\ American Law Institute, Principles of Corporate Governance 
Sec. 1.34 (1994).
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    With regard to the structure and membership qualifications of the 
audit committee, Nasdaq proposes to change the required composition of 
the audit committee from at least two to at least three members. 
Furthermore, the audit committee must be comprised solely of 
independent directors rather than a majority of independent directors. 
Nasdaq is conscious of the fact that in exceptional circumstances, 
issuers may appropriately conclude that it would be in the best 
interests of a corporation for a non-independent director to serve on 
the audit committee. In such exceptional and limited circumstances, a 
non-independent director can serve on the audit committee, provided 
that the board determines that it is required by the best interests of 
the corporation and its shareholders, and the board discloses the 
reasons for the determination in the next annual proxy statement. Due 
to the nature of this exception, however, a corporation could have no 
more than one non-independent director serving on its audit committee. 
Also, current employees or officers, or their immediate family members 
may not serve on the audit committee.
    As a result of the audit committee's responsibility with respect to 
a corporation's accounting and financial reporting, Nasdaq believes 
that audit committee members should have a basic understanding of 
financial statements. As such, the proposed rule change requires that 
each member of the audit committee be able to read and understand 
fundamental financial statements, including a company's balance sheet, 
income statement, and cash flow statement or become able to do so 
within a reasonable period of time after his or her appointment to the 
audit committee. Furthermore, in order to further enhance the 
effectiveness of the audit committee, at least one member of the audit 
committee must have past employment experience in finance or 
accounting, requisite professional certification in accounting, or any 
other comparable experience or background which results in the 
individual's financial sophistication, including being or having been a 
chief executive officer, chief financial officer, or other senior 
officer with financial oversight responsibilities.
    Nasdaq is sensitive to the potential burden that the proposed 
changes to the audit committee composition requirements may place on 
small companies. Therefore, Nasdaq proposes to exempt those 
corporations that file under SEC Regulation S-B from these proposed 
changes. Corporations that are small business filers will be held to 
the existing Nasdaq requirements with respect to audit committee 
composition. That is, they must maintain an audit committee of at least 
two members, a majority of whom are independent directors.
    With regard to the audit committee charter, Nasdaq believes that a 
written charter would help the audit committee as well as management 
and the corporation's auditors recognize the function of the audit 
committee and the relationship among these parties. As much, the 
proposed rule change would require each audit committee to adopt a 
formal written charter. This charter must specify the scope of the 
audit committee's responsibilities, and how it carries out those 
responsibilities, including structure, processes, and membership 
requirements. In addition, the charter must specify the audit 
committee's responsibility for ensuring its receipt from the outside 
auditors of a formal written statement delineating all relationships 
between the auditor and the company, consistent with Independence 
Standards Board Standard 1,\7\ and the audit committee's responsibility 
for actively engaging in a dialogue with the auditor with respect to 
any disclosed relationships or services that may impact the objectivity 
and independence of the auditor and for taking, or recommending that 
the full board take appropriate action to ensure the independence of 
the outside auditor. Also, the charter must specify the outside 
auditor's ultimate accountability to the board of directors and the 
audit committee, as representatives of shareholders, and these 
shareholder representatives' ultimate authority and responsibility to 
select, evaluate, and, where appropriate, replace the outside auditor 
(or to nominate the outside auditor to be proposed for shareholder 
approval in any proxy statement). Issuers would be required to review 
their charter on an annual basis.
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    \7\ Independence Standard No. 1, Independence Discussions with 
Audit Committees (January 1999). This Standard can be found on-line 
at www.cpaindependence.org.
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    Nasdaq proposes to allow directors serving on the audit committee 
at the time the proposed rule change is approved by the Commission to 
continue serving on the audit committee until they are re-elected or 
replaced. Nasdaq also believes that the new rules should be made 
effective 18 months after the proposed rule change is approved by the 
Commission to provide issuers adequate time to recruit the requisite 
members.
2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the provisions of Section 15A(b)(6) of the

[[Page 55514]]

Act \8\ which requires, among other things, that the Association's 
rules to be designed to prevent fraudulent and manipulative acts and 
practices and, in general, to protect investors and the public 
interest. As noted above, Nasdaq's proposed rule change is aimed at 
improving the effectiveness of audit committees of Nasdaq Issuers, 
which is consistent with these goals. Accordingly, this proposal is 
properly within the discretion of the Association.
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    \8\ 15 U.S.C. 78o-3(b)(6).
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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

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing 
for Commission Action

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate, up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding, or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) by order approve such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change 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-
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 the File No. SR-NASD-99-48 and 
should be submitted by November 3, 1999.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-26622 Filed 10-12-99; 8:45 am]
BILLING CODE 8010-01-M