3364 Federal Register / Vol. 63, No. 14 /Thursday, January 22, 1998 / Notices

4S. Rep. No. 293, 104th Cong., 2d Sess. 4 (1996).

5 15 U.S.C. 80b–3a(c).

6Applicant also notes that its services reach

certain institutional investors even more directly.

As described above, applicant gives seminar

presentations for certain of NSI’s clients, and holds

individual meetings directly with certain clients of

NSI and NST, all which are institutional investors

with a national or international presence.

7Rules Implementing Amendments to the

Investment Advisers Act of 1940, Investment

Advisers Act Release No. 1633 at Section II.D.1.

(May 15, 1997) [62 FR 28112 (May 22, 1997)].

8 Id. at Section II.D.2.

9 Id. at Section II.F.1.

10Of applicant’s three clients, only NST has retail

clients, all of whom are outside the United States.

Applicant has no direct contacts with any of NST’s

retail clients.

1Applicants request that the relief apply to any

open-end registered investment company for which

the Manager or any entity controlling, controlled

by, or under common control with the Manager acts

as investment adviser. All existing investment

companies that currently intend to rely on the order

have been named as applicants, and any other

existing or future investment companies that

subsequently rely on the order will comply with the

terms and conditions in the application.

be concentrated in their home state,’’

but ‘‘[l]arger advisers, with national

businesses,’’ should be regulated by the

SEC and be ‘‘subject to national rules.’’4

3. Section 203A(c) of the Advisers Act

authorizes the SEC to permit an

investment adviser to register with the

SEC if prohibiting registration would be

‘‘unfair, a burden on interstate

commerce, or otherwise inconsistent

with the purpose of [section 203A].’’5

4. Applicant states that it does not

qualify for SEC registration under

section 203A. Applicant submits that it

does not have assets under management

or act as an investment adviser to an

investment company registered as such

under the Investment Company Act.

Applicant also states that it does not

satisfy any of the exemptions from the

prohibition on registration provided in

rule 203A–2 under the Advisers Act.

5. Applicant asserts that it would be

inconsistent with the purposes of

section 203A if it were prohibited from

registering with the SEC. Applicant

submits that its activities, like those of

the nationally recognized statistical

rating organizations (‘‘NRSROs’’) and

pension consultants, affect the national

and international securities markets.

6. Applicant states that its research

reports focus primarily on issues of

national and international scope and

significance. Applicant states that its

advisory services are provided to only

three clients for compensation, and that

those entities utilize applicant’s services

in connection with the delivery of

services to their own clients, many of

which are substantial institutional

investors, such as banks, insurance

companies, and trust companies located

throughout the world, that collectively

manage and/or invest billions of dollars

in both foreign and domestic securities.

Applicant asserts that, the significant

resources of these institutional

investors, which may utilize its research

and analyses in connection with their

own investment management activities,

substantially affect both national and

international securities markets.6

7. Applicant states that the SEC

exempted NRSROs from the prohibition

on SEC registration although they

typically do not have assets under

management or act as investment

advisers to registered investment

companies because their activities have

a significant effect on the national

securities markets and the operation of

federal securities laws.7

8. Applicant also states that the SEC

exempted certain pension consultants

from the prohibition on SEC registration

even though they may not have assets

under management or act as investment

advisers to registered investment

companies because they have a direct

effect on the management of billions of

dollars of plan assets, which in turn

affects the national markets.8

9. Applicant also submits that it

would be inconsistent with the

purposes of section 203A(b)(1)(A) if it

were subject to state regulation.

Applicant states that, pursuant to this

section, Congress preserved the states’

ability to regulate certain investment

adviser representatives of investment

advisers registered with the SEC if those

representatives provide services to retail

clients. Applicant submits that Congress

determined that the primary interest of

the states is to maintain oversight of

representatives with retail, and not

institutional, clientele because the

activities of these representatives

predominately affect local markets.

Applicant states that in defining the

term ‘‘investment adviser

representative’’ for purposes of section

203A(b), the SEC noted its belief that it

is consistent with the intent of Congress

to distinguish between retail and other

clients.9

10. Applicant states that it does not

provide investment advisory services

directly to retail clients. Applicant

submits that its three clients are

institutions whose activities are national

and international in scope. Further,

applicant states that the advisory

services that it provides to its clients are

primarily used by such clients in

connection with the services that they

provide to their own clients, which are

almost exclusively institutional.10

Applicant states that, because its

services are provided primarily to

institutions, it is not the sort of

investment adviser that Congress

intended to be subject to regulation by

and registration with the states.

11. Applicant believes that Congress

intended that national investment

advisers remain subject to SEC

oversight, in part to focus SEC

supervision and examination resources

on investment advisers involved in

interstate commerce. Applicant

contends that the national and

international nature of its activities

lends itself to supervision and

examination by one regulatory body.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–1491 Filed 1–21–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

23000; 812–10876]

Saratoga Advantage Trust, et al.;

Notice of Application

January 14, 1998.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application under

section 6(c) of the Investment Company

Act of 1940 (the ‘‘Act’’) for an

exemption from section 15(a) of the Act

and rule 18f–2 under the Act, and from

certain disclosure requirements under

the Act.

SUMMARY OF APPLICATION: The order

would permit the investment adviser to

an open-end registered investment

company to enter into subadvisory

contracts with subadvisers without

receiving shareholder approval, and

grant relief from certain disclosure

requirements regarding advisory fees

paid to subadvisers.

APPLICANTS: Saratoga Capital

Management (the ‘‘Manager’’), and the

Saratoga Advantage Trust (the

‘‘Trust’’).1

FILING DATES: The application was filed

on November 24, 1997, and amended on

December 31, 1997. Applicants have

agreed to file an amendment during the

notice period, the substance of which is

included in this notice.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the SEC orders a hearing.

Interested persons may request a

hearing by writing to the SEC’s

Secretary and serving applicants with a
Federal Register / Vol. 63, No. 14 /Thursday, January 22, 1998 / Notices 3365

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

February 9, 1998 and should be

accompanied by proof of service on the

applicants, in the form of an affidavit or,

for lawyers, a certificate of service.

Hearing requests should state the nature

of the writer’s interest, the reason for the

request, and the issues contested.

Persons may request notification of a

hearing by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 5th

Street, N.W., Washington, DC 20549.

Applicants: 1501 Franklin Avenue,

Mineola, NY 11501.

FOR FURTHER INFORMATION CONTACT: Lisa

McCrea, Attorney Adviser, at (202) 942–

0562, or Nayda B. Roytblat, Assistant

Director, at (202) 942–0564 (Division of

Investment Management, Office of

Investment Company Regulation).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee from the SEC’s

Public Reference Branch, 450 5th Street,

N.W., Washington, DC 20549 (tel. 202–

942–8090).

Applicants’ Representations

1. The Trust is an open-end

management investment company

registered under the Act. The Trust

currently is comprised of seven separate

investment portfolios (the ‘‘Portfolios’’),

each of which has its own investment

objectives and policies.

2. The Manager is registered as an

investment adviser under the

Investment Advisers Act of 1940 (the

‘‘Advisers Act’’). The Trust has entered

into an investment management

agreement (‘‘Management Agreement’’)

with the Manager under which the

Manager serves as investment adviser to

the Trust and its Portfolios. The

Manager retains investment advisers

registered under the Advisers Act to

serve as investment advisers to the

Portfolios (‘‘Advisers’’). Currently each

Portfolio has a single Adviser although

the Manager is authorized to select

multiple Advisers for each Portfolio.

3. All Advisers currently must be

approved by the Trust’s board of

trustees (‘‘The Board’’) and by

shareholders. In evaluating prospective

Advisers, the Manager considers, among

other factors, each Adviser’s: level of

expertise; relative performance and

consistency of performance to

investment discipline or philosophy;

investment personnel and financial

strength; and quality of service and

client communication. The Manager

recommends to the Board whether

investment advisory agreements with

Advisers (‘‘Advisory Agreements’’)

would be renewed, modified or

terminated. In undertaking this

evaluation, the Board recognizes that a

portion of the fees charged by the

Manager pursuant to the Management

Agreement will be paid by the Manager

to the Advisers, and the Board will be

provided with, and will evaluate,

information concerning the fees paid by

the Manager to the Advisers pursuant to

the Advisory Agreements.

4. Subject to the supervision and

direction of the Manager and,

ultimately, the Board, each Adviser’s

responsibilities are to manage the

securities investments held by the

Portfolio it serves in accordance with

the Portfolio’s stated investment

objective and policies, and exercise

discretionary authority to make

investment decisions for the Portfolio

and place orders to purchase and sell

securities on behalf of the Portfolio.

5. The Trust’s investment advisory

arrangements differ from those of

traditional investment companies. In the

case of the Trust, the Manager does not

make the day-to-day investment

decisions for the Portfolios. Instead, the

Manager establishes an investment

program for each Portfolio and selects,

supervises and evaluates the Advisers

who make the day-to-day investment

decisions for the respective Portfolios.

In addition to selecting and monitoring

Advisers, the Manager supervises the

Portfolio’s overall investment programs,

including advising and consulting with

the Trustees and the Advisers. The

Manager monitors the performance of

the Trust’s outside service providers,

including the Trust’s administrator,

transfer agent and custodian. The

Manager also pays salaries, fees and

expenses of the Trust’s officers, trustees

or employees that are directors, officers

or employees of the Manager.

6. In return for providing the services

described above, the Manager currently

receives a fee from each Portfolio,

computed as a percentage of net assets.

The Manager pays each Adviser out of

this fee.

7. Applicants request an order

permitting the Manager to enter into and

materially amend Advisory Agreements

without obtaining shareholder approval.

Applicants also request an exemption

from the disclosure provisions

described below regarding disclosure of

fees paid to each Adviser. Each Portfolio

will disclose the following (both as a

dollar amount and as a percentage of a

Portfolio’s net assets): (a) Aggregate fees

paid to the Manager and Affiliated

Advisers (as defined below); and (b)

aggregate fees paid to Advisers other

than Affiliated Advisers (as defined

below) (‘‘Aggregate Fee Disclosure’’).

For purposes of this application, an

Affiliated Adviser is an Adviser that is

an ‘‘affiliated person’’, as defined in

section 2(a)(3) of the Act, of the

Portfolio or Manager, other than by

reason of serving as an Adviser of a

Portfolio.

Applicants’ Legal Analysis

1. Section 15(a) of the Act makes it

unlawful for any person to act as an

investment adviser to a registered

investment company except pursuant to

a written contract which has been

approved by the vote of a majority of the

investment company’s outstanding

voting securities. Rule 18f–2 provides

that each series or class of stock in a

series company affected by a matter

must approve such matter if the Act

requires shareholder approval.

2. Certain items of Form N–1A, the

registration statement used by open-end

investment companies, when taken

together, may require each Portfolio to

disclose compensation paid to the

investment company’s investment

adviser and the method of computing

the fee.

3. Form N–14, the registration form

for business combinations involving

investment companies, requires the

inclusion of a ‘‘table showing the

current fees for the registrant and the

company being acquired and pro forma

fees, if different, for the registrant after

giving effect to the transaction using the

format prescribed’’ by Form N–1A.

4. Rule 20a–1 under the Act requires

proxies solicited with respect to an

investment company to comply with

Schedule 14A under the Securities

Exchange Act of 1934 (the ‘‘1934 Act’’).

Certain items of Schedule 14A require

the following: (a) A proxy statement for

a shareholder meeting at which a new

fee will be established or an existing fee

increased to include a table of the

current and pro forma fees using the

format prescribed in item 2 of Form N–

1A; and (b) a proxy statement for a

shareholder meeting at which an

advisory contract is to be voted upon

shall include the ‘‘rate of compensation

of the investment adviser,’’ the

‘‘aggregate amount of the investment

adviser’s fees,’’ the ‘‘terms of the

contract to be acted upon,’’ and, if a

change in fees is proposed, the existing

and proposed rate schedule for advisory

fees paid to the advisers.

5. Form N–SAR is the semi-annual

report filed with the SEC by registered

investment companies. Form N–SAR

requires investment companies to

disclose the rate schedule for fees paid

to investment advisers.
3366 Federal Register / Vol. 63, No. 14 /Thursday, January 22, 1998 / Notices

6. Regulation S–X specifies the

requirements for financial statements

required to be included as part of the

registration statements and shareholder

reports filed with the SEC under the Act

and the Securities Act of 1933. Section

6–07.2 of Regulation S–X may require

that the Trust’s financial statements

contain information concerning fees

paid to the Advisers.

7. Applicants believe that investors

choose to invest in the Portfolios

because of the Manager’s experience

and expertise in evaluating, selecting

and supervising Advisers. Applicants

believe that investors expect the

Manager and the Board to select the

Advisers for each Portfolio based on an

Adviser’s experience and expertise.

Applicants contend that it is consistent

with the protection of investors to vest

the selection and supervision of the

Advisers in the Manager because

shareholders expect that the Manager

will use its expertise to select the most

able advisers.

8. Applicants believe that permitting

the Manager to perform those duties for

which shareholders compensate the

Manager—the selection, supervision

and evaluation of Advisers—without

incurring unnecessary delay or expense

is appropriately in the interests of the

Portfolios’ shareholders and will allow

each Portfolio to operate more

efficiently. Applicants contend that,

without the delay inherent in holding

shareholder meetings, the Portfolios will

be able to act more quickly and with

less expense to replace Advisers when

the Manager and the Trustees believe

that a change would benefit a Portfolio.

Applicants assert that, without

exemptive relief, the Trust would be

required to call meetings of

shareholders whenever the Manager

determined to employ new or additional

Advisers, or to approve a new Advisory

Agreement after an assignment or due to

a material change in terms.

9. Applicants argue that the relief

requested from disclosure requirements

would provide the Manager with more

flexibility in negotiating fees with new

Advisers. Applicants state that some

Advisers use a ‘‘posted’’ rate schedule to

set their fees, and that some Advisers

would be unwilling to negotiate fees

lower than the ‘‘posted’’ rate schedule,

unless the rates negotiated for the

Portfolios are not publicly disclosed.

Disclosure of Adviser’s fees would

therefore lessen the Manager’s

bargaining power, and would not

benefit shareholders. Applicants state

that investors will know the rate of

investment advisory fees each Portfolio

will bear. Applicants assert that

investors would still be able to

determine whether the cost of

investment advisory services, including

the selection and supervision of

Advisers, is competitive with services

and costs which the investor could

obtain elsewhere.

10. Section 6(c) provides that the SEC

may exempt any person, security, or

transaction from any provision of the

Act, if and to the extent that the

exemption is necessary or appropriate

in the public interest and consistent

with the protection of investors and the

purposes fairly intended by the policies

and provisions of the Act. Applicants

believe that the requested relief satisfies

this standard.

Applicants’ Conditions

Applicants agree that the order

granting the requested relief shall be

subject to the following conditions:

1. Within 90 days of the hiring of any

Adviser, the affected Portfolio will

furnish its shareholders with all

information about a new Adviser or

Advisory Agreement that would be

included in a proxy statement. The

information will include any change in

the disclosure caused by the addition of

a new Adviser of a Portfolio. The

Portfolio will meet this condition by

providing shareholders, within 90 days

of the hiring of an Adviser, with an

information statement that meets the

requirements of Regulation 14C and

Schedule 14C under the 1934 Act, and

Item 22 of Schedule 14A under the 1934

Act.

2. Before a Portfolio may rely on the

order requested, the operation of the

Portfolio as described in the application

will be approved by a majority of each

Portfolio’s outstanding voting securities,

as defined in the Act, or, in the case of

a new Portfolio whose public

shareholders purchase shares on the

basis of a prospectus containing the

disclosure addressed in condition 3

below, by the sole shareholder before

offering of shares of the Portfolio to the

public.

3. The Trust will disclose in its

prospectus the existence, substance, and

effect of the order. In addition, the

Portfolios will hold themselves out to

the public as employing the

management structure described in the

application. The prospectus will

prominently disclose that the Manager

has ultimate responsibility to oversee

Advisers and to recommend their

hiring, termination, and replacement.

4. The Manager will provide general

management and administrative

services to the Trust and its Portfolios,

including overall supervisory

responsibility for the general

management and investment of each

Portfolio’s securities portfolio, and,

subject to review and approval by the

Board, will: (i) Set the Portfolios’ overall

investment strategies; (ii) recommend

and select Advisers; (iii) allocate and

reallocate the Portfolios’ assets among

multiple Advisers, if more than one

exists; (iv) monitor and evaluate the

performance of Advisers, and (v)

implement procedures to ensure that the

Advisers comply with the Portfolio’s

investment objectives, policies, and

restrictions.

5. At all times, a majority of the Board

will not be ‘‘interested persons’’ of the

Trust within the meaning of the Act

(‘‘Independent Trustees’’), and the

nomination of new or additional

Independent Trustees will be placed

within the discretion of the then

existing Independent Trustees.

6. When an Adviser change is

proposed for a Portfolio with an

Affiliated Adviser, the Trust’s Trustees,

including a majority of Independent

Trustees, will make a separate finding,

reflected in that Trust’s Board minutes,

that such change is in the best interests

of the Portfolio and its shareholders and

does not involve a conflict of interest

from which the Manager or the

Affiliated Adviser derives an

inappropriate advantage.

7. The Manager will not enter into an

Advisory Agreement with any Affiliated

Adviser without that Advisory

Agreement, including the compensation

to be paid thereunder, being approved

by the shareholders of the applicable

Portfolio.

8. Each Portfolio will disclose in the

Trust’s registration statement the

Aggregate Fee Disclosure.

9. The Manager will provide the

Board, no less frequently than quarterly,

information about the Manager’s

profitability for each Portfolio. The

information will reflect the impact on

profitability of the hiring or termination

of any Advisers during the quarter.

10. Whenever an Adviser is hired or

terminated, the Manager will provide

the Board with information showing the

expected impact on the Managers’

profitability.

11. At all times, independent counsel

knowledgeable about the Act and the

duties of Independent Trustees will be

engaged to represent the Independent

Trustees of the Trust. The selection of

such counsel will be placed within the

discretion of the Independent Trustees.

12. No Trustee or officer of the Trust

or partner or officer of the Manager will

own directly or indirectly (other than

through a pooled investment vehicle

over which such person does not have

control) any interest in an Adviser

except for: (i) Ownership of interests in
Federal Register / Vol. 63, No. 14 /Thursday, January 22, 1998 / Notices 3367

1See, e.g., SR–MSRB–95–13 and Commission

Order of Approval, Securities Exchange Act Release

No. 37197 (May 10, 1996).

the Manager or any entity that controls,

is controlled by, or is under common

control with the Manager; or (ii)

ownership of less than 1% of the

outstanding securities of any class of

equity or debt of a publicly traded

company that is either an Adviser or

any entity that controls, is controlled by,

or is under common control with an

Adviser.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–1493 Filed 1–21–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–39546; File No. SR–MSRB–

97–17]

Self-Regulatory Organizations; Notice

of Filing and Immediate Effectiveness

of Proposed Rule Change by the

Municipal Securities Rulemaking

Board Relating to Underwriting and

Transaction Assessments

January 13, 1998.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’), 15 U.S.C. 78s(b)(1), notice is

hereby given that on December 23, 1997,

the Municipal Securities Rulemaking

Board (‘‘Board’’ or ‘‘MSRB’’) filed with

the Securities and Exchange

Commission (‘‘Commission’’ or ‘‘SEC’’)

a proposed rule change (File No. SR–

MSRB–97–17). The proposed rule

change is described in Items, I, II, and

III below, which Items have been

prepared by the Board. The Commission

is publishing this notice to solicit

comments on the proposed rule change

from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The MSRB is filing herewith a

proposed rule change to rule A–13 on

Underwriting and Transaction

Assessments. The proposed rule change

to rule A–13 would clarify that the fee

currently assessed for inter-dealer

transactions reported to the Board will

not automatically apply to customer

transactions once they are reported

under Board rule G–14. The text of the

proposed rule change is below.

Additions are in italics. Rule A–13 +

Underwriting and Transaction

Assessments for Brokers, Dealers and

Municipal Securities Dealers.

(a)–(b) No change.

(c) Transaction Assessments. Each

broker, dealer and municipal securities

dealer shall pay to the Board a fee equal

to .0005% ($.005 per $1,000) of the total

par value of inter-dealer municipal

securities sales that it reports to the

Board under rule G–14(b). For those

transactions reported to the Board by a

broker, dealer or municipal securities

dealer on behalf of another broker,

dealer or municipal securities dealer,

the transaction fee shall be paid by the

broker, dealer or municipal securities

dealer that reported the transaction to

the Board. Such broker, dealer or

municipal securities dealer may then

collect the transaction fee from the

broker, dealer or municipal securities

dealer on whose behalf the transaction

was reported.

(d)–(f) No change.

II. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

In its filing with the Commission, the

Board 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 texts of these

statements may be examined at the

places specified in Item IV below. The

Board 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

The Board currently assesses dealers

a fee equal to .0005% of par value of the

dealers’ inter-dealer sales transactions

in municipal securities, as reported to

the Board under rule G–14(b). As

indicated in Board rule filings and

notices concerning the fee, this fee was

intended to apply exclusively to interdealer transactions.1 Since the language

of rule A–13 was written when interdealer transactions were the only

transactions that were being reported to

the Board, rule A–13(c) now simply

states that the transaction assessment

will apply to ‘‘municipal securities sales

that [the dealer] reports to the Board

under rule G–14.’’ In its rule filings and

notices on rule A–13(c), the Board

stated its intent to add customer

transactions to those reported under

rule G–14(b). The Board also noted that,

once customer transactions are reported

to the Board under rule G–14, the Board

would review the use of customer

transaction activity as a means of

assessing fees. The Board, however, did

not intend that the fee set for interdealer transactions would apply

automatically to customer transactions

that are reported under rule G–14.

The Board is in the process of

implementing the customer transaction

phase of the Transaction Reporting

Program. This will result in dealercustomer transactions, as well as interdealer transactions, being reported to

the Board under rule G–14(b), beginning

in March 1998. To clarify that the

current language of rule A–13(c) applies

only to inter-dealer transactions, the

proposed rule change simply adds the

word ‘‘inter-dealer’’ to modify

‘‘municipal securities sales.’’ The Board

continues to intend to review customer

transaction activity, once it becomes

available in the Transaction Reporting

Program, as a means to more equitably

assess fees.

2. Basis

The Board believes the proposed rule

change is consistent with Section

15B(b)(2)(J) of the Act, which provides

that the Board’s rules shall:

provide that each municipal securities broker

and municipal securities dealer shall pay to

the Board such reasonable fees and charges

as may be necessary or appropriate to defray

the costs and expenses of operating and

administering the Board. Such rules shall

specify the amount of such fees and charges.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

The Board does not believe that the

proposed rule change will impose any

burden on competition not necessary or

appropriate in furtherance of the

purposes of the Act since it would apply

equally to all brokers, dealers and

municipal securities dealers and is

simply a technical change in rule

language not affecting the effect or

application of the rule.

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

Because the proposed rule change is

merely a technical correction of rule

language, the Board has designated this

proposed rule change as constituting a

stated policy, practice, or interpretation

with respect to the meaning,

administration, or enforcement of an

existing Board rule under Section