17652 Federal Register / Vol. 62, No. 69 / Thursday, April 10, 1997 / Notices

1The amendment was originally submitted on

March 4, 1997, but was subsequently amended on

March 27, 1997.

2OPRA is a National Market System Plan

approved by the Commission pursuant to Section

11A of the Exchange Act and Rule 11Aa3–2

thereunder. Securities Exchange Act Release No.

17638 (Mar. 18, 1981).

The Plan provides for the collection and

dissemination of last sale and quotation information

on options that are traded on the five member

exchanges. The five exchanges which agreed to the

OPRA Plan are the American Stock Exchange

(‘‘AMEX’’); the Chicago Board Options Exchange

(‘‘CBOE’’); the New York Stock Exchange (‘‘NYSE’’);

the Pacific Stock Exchange (‘‘PSE’’); and the

Philadelphia Stock Exchange (‘‘PHLX’’).

3The Plan provides that so long as the basic

service and the index service are not unbundled,

revenues are allocated between these two

accounting centers on the basis of a 75% allocation

to the basic accounting center and 25% to the index

option accounting center.

4Pursuant to a resolution adopted at a meeting

held in November 1996, OPRA determined that

effective retroactively as of July 1, 1996 and

continuing through December 31, 1996,

administrative and general overhead costs and

expenses will be allocated 88% to the basic/index

accounting centers and 12% to the FCO accounting

center. It also was determined that the 88%

allocated to the basic/index accounting center will

be further allocated (75% to the basic accounting

center and 25% to the index accounting center).

This same allocation was adopted as the tentative

allocation for these costs and expenses during 1997,

subject to adjustment in the fourth quarter to reflect

the final allocation agreed upon by OPRA for that

year. The final allocation then will be used as the

tentative allocation for 1998, and this same pattern

of tentative and final allocations will apply in

succeeding years.

conditions as the Existing Agreements,

except for the effective date.

2. Fees earned by the Adviser in

respect of the New Agreement during

the Interim Period will be maintained in

an interest-bearing escrow account, and

amounts in the account (including

interest earned on such paid fees) will

be paid (a) to the Adviser in accordance

with the New Agreement, after the

requisite approvals are obtained, or (b)

to the respective Portfolio, in the

absence of such approvals.

3. The Portfolios will hold a meeting

of their shareholders to vote on approval

of New Agreement on or before the

120th day following the termination of

the Existing Agreements (but in no

event later than August 28, 1997).

4. Jefferson-Pilot and/or Chubb will

bear the costs of preparing and filing the

application and the costs relating to the

solicitation of the shareholders approval

necessitated by the Transaction.

5. The Adviser will take all

appropriate steps so that the scope and

quality of advisory and other services

provided to the Portfolios during the

Interim Period will be at least

equivalent, in the judgment of the

Board, including a majority of the

Independent Directors, to the scope and

quality of services previously provided.

If personnel providing material services

during the Interim Period change

materially, the Adviser will apprise and

consult with the Board to assure that the

directors, including a majority of the

Independent Directors of the Fund, are

satisfied that the services provided will

not be diminished in scope or quality.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–9173 Filed 4–9–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–38467; International Series

No. 1069; File No. SR–OPRA–97–2]

Options Price Reporting Authority;

Notice of Filing and Immediate

Effectiveness of Amendment to OPRA

Plan Revising the Allocation of

Expenses Between the Basic, Index

Option and Foreign Currency Option

Accounting Centers

April 2, 1997.

Pursuant to Rule 11Aa3–2 under the

Securities Exchange Act of 1934

(‘‘Exchange Act’’), notice is hereby given

that on March 27, 1997,1 the Options

Price Reporting Authority (‘‘OPRA’’) 2

submitted to the Securities and

Exchange Commission (‘‘SEC’’ or

‘‘Commission’’) an amendment to the

Plan for Reporting of Consolidated

Options Last Sale Reports and

Quotation Information (‘‘Plan’’). The

amendment revises the allocation of

expenses between the basic, index

option, and foreign currency option

(‘‘FCO’’) accounting centers. Moreover,

OPRA is proposing to eliminate a few

out-of-date provisions from the Plan.

OPRA has designated this proposal as

concerned solely with the

administration of the Plan, permitting

the proposal to become effective upon

filing pursuant to Rule 11Aa3–2(c)(3)

(ii) and (iii) under the Exchange Act.

The Commission is publishing this

notice to solicit comments from

interested persons on the amendment.

I. Description and Purpose of the

Amendment

The purpose of the amendment is to

revise the Plan to provide greater

flexibility in the allocation of various

costs and expenses among OPRA’s three

internal accounting centers: the basic

accounting center, the index option

accounting center, and the FCO

accounting center. OPRA’s accounting

centers were created when the Plan was

amended effective January 1, 1996, to

provide for the unbundling of OPRA’s

FCO service and to provide a framework

for the then contemplated unbundling

of its index option service.

The Plan currently provides for the

allocation of operating costs applicable

to more than one accounting center in

proportion to each accounting center’s

share of OPRA’s total output capacity.

However, because OPRA has not yet

unbundled the index option service and

has no current plans to do so, there is

no specific portion of the system’s

output capacity dedicated to the index

option service. As a result, output

capacity is not a meaningful measure for

the allocation of costs to the index

accounting center. Therefore, in order to

provide a fair and workable method of

allocation, the amendment provides for

the allocation of operating costs and

expenses to the index option accounting

center in the same proportion as

revenues are allocated to that center.3

The proposed amendment also

addresses the allocation of

administrative and general overhead

costs and expenses between OPRA’s

bundled basic and index accounting

centers on the one hand, and its

unbundled FCO accounting center on

the other hand. Currently, a share of

these expenses is allocated to the FCO

accounting center in proportion to the

relative number of accounts maintained

by OPRA in respect of these two

categories. However, since revenues

from the FCO accounting center have

remained relatively small compared to

revenues from the bundled index and

basic accounting centers, OPRA has

concluded that this does not provide for

a fair allocation of costs to the FCO

accounting center. OPRA believes that a

more flexible approach to the allocation

of this category of costs and expenses to

the FCO accounting center is

appropriate. Therefore, the amendment

eliminates any fixed formula for the

allocation of administrative and general

overhead costs and expenses to the FCO

accounting center, and instead provides

for the allocation of these costs and

expenses to the FCO accounting center

in a fair and reasonable manner as

determined by OPRA. This flexible

approach will enable OPRA to adjust

the allocation of such costs and

expenses to the FCO accounting center

in a manner that fairly reflects

circumstances from time to time.4

OPRA also proposes to amend the

Plan to add comparable flexibility to the

allocation among accounting centers of

costs and expenses associated with
Federal Register / Vol. 62, No. 69 / Thursday, April 10, 1997 / Notices 17653

5At its November 1996 meeting, OPRA

determined that the development costs associated

with the implementation of the Common Software

and Internet Protocol projects, which are the only

pending facilities development projects applicable

to the FCO accounting center, will be allocated

between the basic/index and the FCO accounting

centers on the basis of the output line capacity

availability to those accounting centers. This results

in 6⁄7 of such costs being allocated to the basic/

index accounting centers and 1⁄7 to the FCO

accounting center. OPRA also determined that the

share of these costs allocated to the basic/index

accounting centers shall be further allocated (75%

to the basic accounting center and 25% to the index

accounting center). 6 17 CFR 200.30–3(a)(29). 1 15 U.S.C. 77a et seq.

facilities development. Currently, this

category of costs is allocated equally

among OPRA’s accounting centers.

Based on experience to date, OPRA

determined that, depending on the

nature of the facility in question, this

allocation may result in too large a share

of development costs being allocated to

the relatively small FCO accounting

center. OPRA believes that greater

flexibility is called for so that the

allocation of facilities development

costs may bear a closer relationship to

the nature and functionality of the

particular facility being developed.

Accordingly, the amendment provides

that facilities development expenses

shall be allocated among the accounting

centers as OPRA may determine for the

particular facility in question, and only

if no specific allocation is determined

for a particular facility will the

allocation be made equally among the

accounting centers that are expected to

make use of the facility. OPRA will

determine the allocation of facilities

development costs and expenses prior

to the commencement of each facilities

development project.5

Moreover, OPRA proposes to simplify

and make more flexible the provision of

the Plan governing the allocation of

facilities development costs to an

accounting center based on that center’s

use of a facility that was not

contemplated at the time the facility’s

development costs were first allocated.

Therefore, OPRA proposes to eliminate

the fixed allocation formula that

depends upon whether the use of the

facility commences in the first or second

year after the facility becomes

operational. Instead, OPRA will provide

that the allocation of a share of facilities

development costs to such an

accounting center will be as determined

by OPRA where such use commences

within 24 months of the time the facility

first became operational. Further, OPRA

believes that all categories of cost

allocations will be specifically provided

for and, therefore, proposes to eliminate

the ‘‘catch-all’’ provision in the Plan.

Finally, OPRA proposes to make

several non-substantive amendments.

OPRA intends to remove the references

to January 1, 1996, as such date no

longer has any relevance in the Plan.

II. Solicitation of Comments

Pursuant to Rule 11Aa3–2(c)(3), the

amendment is effective upon filing with

the Commission. The Commission may

summarily abrogate the amendment

within 60 days of its filing and require

refiling and approval of the amendment

by Commission order pursuant to Rule

11Aa3–2(c)(2), if it appears to the

Commission that such action is

necessary or appropriate in the public

interest; for the protection of investors

and the maintenance of fair and orderly

markets; to remove impediments to, and

perfect the mechanisms of, a National

Market System; or otherwise in

furtherance of the purposes of the

Exchange Act.

Interested persons are invited to

submit written data, views, and

arguments concerning the foregoing.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street NW.,

Washington, DC 20549. Copies of the

submission, all subsequent

amendments, and 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 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 the filing also will be available

at the principal offices of OPRA. All

submissions should refer to file number

SR–OPRA–97–2 and should be

submitted by April 30, 1997.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.6

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–9174 Filed 4–9–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 33–7413, File No. S7–15–97]

Securities Uniformity; Annual

Conference on Uniformity of Securities

Laws

AGENCY: Securities and Exchange

Commission.

ACTION: Publication of release

announcing issues to be considered at a

conference on uniformity of securities

laws and requesting written comments.

SUMMARY: In conjunction with a

conference to be held on April 28, 1997,

the Commission and the North

American Securities Administrators

Association, Inc. today announced a

request for comments on the proposed

agenda for the conference. This meeting

is intended to carry out the policies and

purposes of section 19(c) of the

Securities Act of 1933, adopted as part

of the Small Business Investment

Incentive Act of 1980, to increase

uniformity in matters concerning state

and federal regulation of securities, to

maximize the effectiveness of securities

regulation in promoting investor

protection, and to reduce burdens on

capital formation through increased

cooperation between the Commission

and the state securities regulatory

authorities.

DATES: The conference will be held on

April 28, 1997. Written comments must

be received on or before April 23, 1997

in order to be considered by the

conference participants.

ADDRESSES: Written comments should

be submitted in triplicate by April 23,

1997 to Jonathan G. Katz, Secretary,

Securities and Exchange Commission,

450 5th Street, N.W., Washington, D.C.

20549. Comments also may be

submitted electronically at the following

E-mail address: rule-comments@sec.gov.

Comments should refer to File No. S7–

15–97; this file number should be

included on the subject line if E-mail is

used. Comment letters will be available

for public inspection at the

Commission’s Public Reference Room,

450 5th Street, N.W., Washington, D.C.

20549. Electronically submitted

comment letters will be posted on the

Commission’s internet web site (http://

www.sec.gov).

FOR FURTHER INFORMATION CONTACT:

John D. Reynolds or Richard K. Wulff,

Office of Small Business Review,

Division of Corporation Finance,

Securities and Exchange Commission,

450 5th Street, N.W., Washington, D.C.

20549, (202) 942–2950.

SUPPLEMENTARY INFORMATION:

I. Discussion

A dual system of federal-state

securities regulation has existed since

the adoption of the federal regulatory

structure in the Securities Act of 1933

(the ‘‘Securities Act’’).1 Issuers

attempting to raise capital through