E5-511. Canadian Derivatives Clearing Corporation; Order Approving Accelerated Distribution of an Amended Options Disclosure Document

February 2, 2005.

On January 28, 2005, the Canadian Derivatives Clearing Corporation (“CDCC”),^[1] on behalf of the Bourse de Montréal, Inc. (“Bourse de Montréal”), submitted to the Securities and Exchange Commission (“Commission”), pursuant to Rule 9b-1 under the Securities Exchange Act of 1934 (“Act”),^[2] five definitive copies of an amended options disclosure document (“ODD”) that describes the risks and characteristics of options traded on the Bourse de Montréal.^[3] The CDCC has revised the ODD to, among other things, reflect the CDCC's new automatic exercise parameters for equity and bond options, to add an Annex to the ODD setting forth the holidays and early closings of the Bourse de Montréal, to update the discussion of Canadian federal income tax considerations applicable to non-residents, and to indicate that the S&P/TSE 60 Index is now named the S&P/TSX 60 Index.

Rule 9b-1 under the Act provides that an options market must file five preliminary copies of an amended ODD with the Commission at least 30 days prior to the date when definitive copies of the amended ODD are furnished to customers, unless the Commission determines otherwise, having due regard to the adequacy of the information disclosed and the public interest and protection of investors.^[4]

The Commission has reviewed the amended ODD and finds, having due regard to the adequacy of the information disclosed, that it is consistent with the protection of investors and in the public interest to allow the distribution of the amended ODD as of the date of this order.^[5]

It is therefore ordered, pursuant to Rule 9b-1 under the Act,^[6] that the distribution of the revised ODD (SR-ODD-2004-03) as of the date of this order, is approved.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[7]

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  The CDCC formerly was known as Trans Canada Options, Inc. (“TCO”). The name of the corporation was changed in January 1996.

2.  17 CFR 240.9b-1.

3.  The Commission initially reviewed the ODD in 1984. See Securities Exchange Act Release No. 21365 (October 2, 1984), 49 FR 39400 (October 5, 1984) (File No. ODD-84-1). Since then, the Commission has reviewed several amendments to the ODD. See, e.g., Securities Exchange Act Release Nos. 44333 (May 21, 2001), 66 FR 29193 (May 29, 2001) (File No. SR-ODD-00-04) (amending the ODD to reflect, among other things, changes to the structure of the Canadian equity markets and to provide a discussion of Enhanced Capital Marketing); 37569 (August 14, 1996), 61 FR 43281 (August 21, 1996) (File No. SR-ODD-96-01) (amending the ODD to reflect, among other things, the name change from TCO to CDCC); 29033 (April 1, 1991), 56 FR 14407 (April 9, 1991) (File No. SR-ODD-91-1) (amending the ODD to include, among other things, references to Toronto Stock Exchange 35 Composite Index options); 24480 (May 19, 1987), 52 FR 20179 (May 29, 1987) (File No. SR-ODD-87-2) (amending the ODD to include, among other things, a discussion of Government of Canada Treasury Bill Price Index options; and 22349 (August 21, 1985), 50 FR 34956 (August 28, 1985) (File No. SR-ODD-85-1) (amending the ODD to include, among other things, a discussion of the risks and uses of stock index and bond options).

4.  This provision is intended to permit the Commission either to accelerate or extend the time period in which definitive copies of a disclosure document may be distributed to the public.

5.  Rule 9b-1 under the Act provides that the use of an ODD shall not be permitted unless the options class to which the documents relates is the subject of an effective registration statement on Form S-20 under the Securities Act of 1933. On April 19, 2004, the Commission, pursuant to delegated authority, declared effective the CDCC's most recent Post-Effective Amendment to its Form S-20 registration statement. See File No. 2-69458.

6.  17 CFR 240.9b-1.

7.  17 CFR 200.30-3(a)(39)(i).