[Federal Register Volume 61, Number 97 (Friday, May 17, 1996)]
[Notices]
[Pages 24982-24986]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-12385]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-37189; International Series Release No. 977; File No.
SR-CBOE-96-09]
Self-Regulatory Organizations; Chicago Board Options Exchange,
Inc.; Order Approving Proposed Rule Change and Notice of Filing and
Order Granting Accelerated Approval of Amendments Thereto Relating to
the Listing and Trading of Options on the Mexican Indice de Precios y
Cotizaciones
May 9, 1996.
On February 27, 1996, the Chicago Board Options Exchange, Inc.
(``CBOE'' or ``Exchange'') submitted to the Securities and Exchange
Commission (``SEC'' or ``Commission''), pursuant to Section 19(b) of
the Securities Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4
thereunder,\2\ a proposed rule change to list and trade options on the
Indice de Precios y Cotizaciones (``IPC'' or ``Index''), a cash-
settled, broad-based index designed to represent the overall Mexican
equity market. The IPC was created, and is maintained, by the Mexican
Stock Exchange (``Bolsa'') and is widely recognized as the benchmark
equity index for Mexico. Notice of the proposed rule change appeared in
the Federal Register on March 12, 1996.\3\ No comments were received on
the proposal.
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\1\ 15 U.S.C. 78s(b)(1) (1988 & Supp. V 1993).
\2\ 17 CFR Sec. 240.19b-4 (1994).
\3\ See Securities Exchange Act Release No. 36902 (March 5,
1996), 61 FR 10043.
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On March 29, 1996, CBOE submitted Amendment No. 1 (``Amendment No.
1'') to the proposal to address issues related to Index maintenance
criteria.\4\ On April 11, 1996, CBOE submitted Amendment No. 2
(``Amendment No. 2'') to the proposal to clarify certain Index
maintenance criteria and to address issues relating to the reduction
and aggregation of position limits.\5\ On May 7, 1996, CBOE submitted
Amendment No. 3 (``Amendment No. 3,'' together with Amendments No. 1
and 2, ``Amendments'') to the proposal to clarify CBOE's procedures for
reducing position limits if the Index is subsequently reclassified as
narrow-based.\6\ This order approves the proposal, as amended, and
solicits comments on the Amendments.
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\4\ See Letter from Joseph Levin, CBOE, to Howard Kramer, SEC,
dated March 29, 1996.
\5\ See Letter from Joseph Levin, CBOE, to Howard Kramer, SEC,
dated April 8, 1996.
\6\ See Letter from Eileen Smith, CBOE, to Stephen Youhn, SEC,
dated May 6, 1996.
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I. Description of the Proposal
The purpose of the proposed rule change is to permit the Exchange
to list and trade cash-settled, European-style \7\ stock index options
on the IPC, a broad-based, capitalization-weighted index comprised of
35 of the largest and most liquid stocks (issued by 28 issuers) on the
Bolsa.\8\ The Exchange believes that options on the Index will provide
investors with a low-cost means of participating in the performance of
the Mexican economy and hedging against the risk of investing in that
economy.
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\7\ A European-style option may only be exercised during a
specified period before expiration.
\8\ The Commission notes that Hylsamex SA-BCP is 82% owned by
Alfa SA-A and that Tolmex SA-B2 is 99% owned by Cemex Sa.
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Index Design
The Index was designed by and is maintained by the Bolsa. These
stocks selected for inclusion in the IPC were chosen based upon a
combination of criteria relating to their trading volume and market
capitalization. The Bolsa reviews a component's compliance with these
criteria every two months. There are three criteria which could keep a
potential replacement component stock from being added to the Index.
First, suspended issues or those which have a material possibility of
being suspended will not be included in the Index. Second, if the
combined weight of two or more series of an index represented company
were to exceed 15% of the weight of the Index, then only the series
with the highest trading volume will be allowed to remain in the Index.
Third, if a company is a subsidiary of another company that is in the
Index and it represents more than 75% of the assets of the holding
company it will not be included.
The IPC is composed of stocks from eighteen (18) industry groups
including: Telecommunications, Diversified Holding Companies, Banks,
Broadcasting, Building Materials, Mining, and Financial Services. The
[[Page 24983]]
median capitalization of the firms in the Index on February 2, 1996,
was 6.581 billion Pesos (US$889.38 million at the exchange rate of 7.4
pesos per dollar prevailing on February 2, 1996). The average market
capitalization of these firms was US$1.553 billion on the same date and
using the same rate for exchange. The individual market capitalization
of these firms ranged from US$11.956 billion to US$36.29 million on
February 2, 1996. The largest stock accounted for 21.99% of the Index,
while the smallest accounted for 0.07%. The top five stocks in the
Index by weight accounted for 49.71% of the Index.
Calculation
The Index is capitalization weighted and its value is determined by
multiplying the price of each stock times the number of shares
outstanding, adding those sums and then dividing by a divisor which
gave the Index a value of 0.78 on its base date of October 30, 1978.
The Index can also be characterized as a ``total return'' index since
it is adjusted for cash distributions. The Index had a closing value of
2862.59 on February 28, 1996.\9\ This divisor is adjusted for pertinent
changes as described below in the section titled ``Maintenance.''
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\2\ As noted below, CBOE intends to trade index options based on
\1/10\th of the full value of the IPC.
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Maintenance
The Index will be maintained by the Bolsa. To maintain Index
continuity, the divisor will be adjusted to reflect certain events
relating to the component stocks. These events include, but are not
limited to, ordinary cash dividends, changes in the number of shares
outstanding, spin-offs, certain rights issuances, and mergers and
acquisitions. When components are substituted, the Bolsa makes every
effort to notify the public in advance of the upcoming changes. If it
becomes necessary to replace a component between reviews, the Bolsa
maintains a list of stocks for substitution. The balsa will publicly
commuicate these changes (e.g., news release) with as much notice as
possible. The main selection criteria utilized by the Bolsa are trading
volume and market capitalization. Although the IPC is presently
comprised of 35 stocks, there have been as many as 50 components and
the Bolsa is not precluded from increasing (or decreasing) this number.
Because the Index is maintained by the Bolsa, CBOE does not have
the ability to ensure that the Bolsa maintains the Index in such a
manner that guarantees its continued classification as a broad-based
index. Accordingly, CBOE has imposed specific maintenance criteria
which, if breached, will result in the Index being re-classified as a
narrow-based stock index for index options trading purposes. Upon the
occurrence of one of the events listed below, CBOE will immediately re-
classify the index as narrow-based: (a) the total market value of the
Index falls to less than US$25 billion for the majority of business
days in the previous six-month period; \10\ (b) the largest component
stock accounts for more than 35% of the weight of the Index for the
majority of business days in the previous six-month period; (c) the top
three component stocks account for more than 60% of the weight of the
Index for the majority of days in the previous six-month period; or (d)
the number of Index components falls to less than 20.\11\
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\10\ See Amendment No. 2. $25 billion represents the approximate
U.S. dollar equivalent of 200 billion Mexican pesos, which CBOE
originally proposed.
\11\ See Amendment No. 1. In this regard, each of an issuer's
securities which are included in the Index would be counted as
separate components. For example, Cemex SA-A and SA-B would be
counted as two components, despite being issued by the same company.
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If one of the above events occurs and the Index is reclassified as
narrow-based, CBOE will impose margin requirements consistent with
those currently applicable to other narrow-based index options.
Accordingly, CBOE will raise the initial margin level requirements for
positions carried short in a customer's account from 15% to 20%. CBOE
will also reduce the position limits from 50,000 contracts on the same
side of the market to a level consistent with narrow-based index
options. Specifically, CBOE will require that positions in IPC Index
options be subject to the highest position limit level then applicable
to narrow-based index options, as governed by CBOE Rule 24.4A.\12\ CBOE
will reduce position limits in the same manner as is currently used for
reducing position limits for existing index options. Thus, all series
of IPC options \13\ will be scheduled for a position limit decrease
effective the Monday following the expiration of the farthest out then
trading, non-LEAP option series. If, however, prior to the scheduled
decrease or at the time of the subsequent six-month review, the index
qualifies again for broadbased treatment, the position limit will not
be reduced.\14\
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\12\ See Amendment No. 2.
\13\ Such series include all long-term index option series
(``LEAPS'') and reduced-value LEAPS, as discussed below,
on the Index.
\14\ See Amendment No. 3.
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Index Option Trading
The Exchange proposes to base trading in options on the Index on
one-tenth of the value of the Index as expressed in U.S. dollars; these
are known as full-value options. The Exchange also may provide for the
listing of full-value LEAPS and reduced-value LEAPS on the Index. For
reduced-value LEAPS, the underlying value would be computed at one-
tenth of the value of the full-value options. The current and closing
index value of any such reduced-value LEAP will, after such initial
computation, be rounded to the nearest one-hundredth. The Exchange will
list expiration months for Index options and Index LEAPS in accordance
with CBOE Rule 24.9.
The trading hours on the Bolsa are the same as those on the New
York Stock Exchange--8:30 a.m. to 3:00 p.m. Chicago time. The trading
hours for options on the Index will be from 8:30 a.m. to 3:15 p.m.
Chicago time.\15\ The Bolsa calculates the value of the IPC based upon
the prices of the component securities as traded or quoted on the Bolsa
and disseminates this value to vendors of financial information. CBOE
or its designee will disseminate the reduced IPC value (i.e., \1/10\th
of IPC value) through the Options Price Reporting Authority (``OPRA'')
every 15 seconds throughout the trading day.
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\15\ IPC options will continue to trade for 15 minutes after the
Bolsa closes. This is consistent with trading times for other broad-
based index options and also gives market participants the
opportunity to adjust their positions after the Bolsa closes.
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Exercise and Settlement
IPC options will be p.m.-settled and expire on the Saturday
following the third Friday of the expiration month. Thus, trading in
the expiring contract month will normally cease on Friday at 3:15 p.m.
(Chicago time) unless a holiday occurs. The exercise settlement value
of Index options at expiration will be based upon the closing prices of
component stocks on the regular Friday trading sessions in Mexico,
ordinarily at 3:00 p.m. Mexico time. If a stock does not trade during
this period or if it fails to open for trading, the last available
price of the stock will be used in the calculation of the Index. When
expirations are moved in accordance with Exchange holidays, such as
when the CBOE is closed on the Friday before expiration, the last
trading day for expiring options will be Thursday and the exercise
settlement value of Index options at expiration will be determined at
the close of the regular Thursday trading sessions in Mexico even if
the
[[Page 24984]]
Mexican markets are open on Friday. If the Mexican markets are closed
on the Friday before expiration and CBOE is open for trading, the last
trading day for expiring options will be Thursday.
Surveillance Agreements
The Exchange expects to apply its index option surveillance
procedures of IPC options. In addition, the Exchange is aware of a
Memorandum of Understanding (``MOU'') between the Commission and the
Comision Nacional Bancaria y de Valores (``CNBV''), which has oversight
responsibility for the Mexican securities and derivatives markets. This
MOU will enable the Commission to obtain information concerning the
trading of the component stocks of the IPC. The Exchange also will make
every effort to enter into an effective surveillance agreement with the
Bolsa.
Position Limits
The Exchange is proposing to establish position limits for the
Index options equal to 50,000 contracts on the same side of the market,
with no more than 30,000 contracts in the series with the nearest
expiration date. CBOE represents that these limits are roughly
equivalent, in dollar terms, to the limits applicable to options on
other indices. Ten reduced-value options will equal one full-value
contract for such purposes. Furthermore, the hedge exemption rule
applicable to broad-based index options, commentary .01 to CBOE Rule
24.4, will apply to IPC Index options.\16\ As discussed above, if the
Index is re-classified as narrow-based, CBOE will reduce the position
limits to the highest position limit tier then in effect for narrow-
based index options.\17\
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\16\ Telephone conversation between Eileen Smith, CBOE, and
Steve Youhn, SEC, on February 28, 1996.
\17\ See Amendments No. 2 and 3.
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Exchange Rules Applicable
Except as modified herein, the Rules in Chapter XXIV will be
applicable to IPC options. CBOE has the necessary systems capacity to
support new series that would result from the introduction of IPC
options and has also been informed that OPRA has the capacity to
support such new series.\18\
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\18\ See Letter from Joe Corrigan, OPRA, to Eileen Smith, CBOE,
dated February 21, 1996.
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II. Findings and Conclusions
The Commission finds that the proposed rule change is consistent
with the requirements of the Act and the rules and regulations
thereunder applicable to a national securities exchange, and, in
particular, the requirements of Section 6(b)(5).\19\ The commission
finds that the trading of options based on the IPC, including long-term
options based on either the full or a reduced value of the Index, will
serve to protect investors, promote the public interest, and help to
remove impediments to a free and open securities market by providing
investors with a means to hedge exposure to market risk associated with
the Mexican equity market and provide a risk management instrument for
positions in the Mexican securities market.\20\ The trading of options
on the Index will permit investors to participate in the price
movements of the Mexican equity securities underlying the Index. As a
result, the trading of options on the Index will allow investors
holding some or all of the underlying components to hedge the risks
associated with those positions and should reflect accurately the
overall movement of the Mexican equity market.
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\19\ 15 U.S.C. 78f(b)(5) (1988 & Supp. V 1993).
\20\ Pursuant to Section 6(b)(5) of the Act, the Commission must
predicate approval of rule changes pertaining to any new option
proposal upon a finding that the introduction of such new derivative
instrument is in the public interest. Such a finding would be
difficult for a derivative instrument that served no hedging or
other economic function, because any benefits that might be derived
by market participants likely would be outweighed by the potential
for manipulation, diminished public confidence in the integrity of
the markets, and other valid regulatory concerns.
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The trading of Index options and Index LEAPS, however, raises
several issues related to index design and structure, customer
protection, and surveillance. The Commission believes, for the reasons
discussed below, that CBOE has adequately addressed these issues.
A. Index Design and Structure
The Commission finds that it is appropriate and consistent with the
Act to apply the Exchange rules applicable to broad-based index options
to IPC Index options.\21\ First, the Index consists of 35 of the
largest and most liquid stocks (issued by 28 issuers) on the Bolsa.\22\
Second, stocks in the Index are among the most highly capitalized
stocks on the Bolsa. For example, on February 2, 1996, the market
capitalization of the individual stocks in the Index ranged from a high
of US$11.95 billion to a low of US$36 million, with a mean value of
US$1.55 billion. Third, the total capitalization of the Index on the
same date was US$54.3 billion.\23\ Although this capitalization amount
is not large in relation to other broad-based indexes previously
approved for options trading, it is nonetheless a substantial
capitalization for a foreign market and represents approximately half
of the total capitalization of the Bolsa.\24\ Fourth, the Index
includes stocks of companies from eighteen separate industries. Fifth,
the Commission recently approved the CBOE Mexico 30 Index (``Mexico 30
Index''), which is a broad-based, modified capitalization weighted
index comprised of thirty Mexican stocks. The Commission notes that the
IPC and Mexico 30 Index are substantially similar. Accordingly, the
Commission is satisfied that the Index adequately represents the
Mexican equity market.
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\21\ The reduced value IPC, which is calculated by dividing the
full-value Index to be traded on CBOE by ten, is essentially
identical to the IPC.
\22\ As CBOE notes, while some of the stocks in the Index have
relatively low trading volume, they account for only a small
percentage of the Index weighting.
\23\ In the event the aggregate capitalization of the Index
falls below $25 billion, CBOE will re-classify the Index as narrow-
based, as discussed above.
\24\ A foreign index capitalization that is smaller than that of
the IPC would raise questions regarding whether that particular
index warranted broad-based index options treatment.
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Furthermore, the Commission believes that the general broad
diversification of the Index component stocks, as well as their high
capitalizations and trading activity, minimize the potential for
manipulation of the Index. First, as discussed above, the Index
represents a broad cross-section of highly-capitalized Mexican stocks,
with no single industry group or stock dominating the Index. Second,
the overwhelming majority of stocks that comprise the Index are
relatively actively traded. Third, the Commission believes that the
Bolsa's index selection and maintenance criteria should serve to ensure
that the Index continues to represent stocks with the highest
capitalizations and trading volumes on the Bolsa. In addition, the
Exchange has proposed position and exercise limits for the Index
options that are consistent with other broad-based index options.
Because CBOE is not responsible for Index maintenance, however, the
Commission recognizes that certain events beyond CBOE's control may
result in the Index changing in a manner such that it is no longer
broad-based. In this regard, CBOE has adopted maintenance criteria
which, if breached, will result in the re-classification of the Index
as narrow-based. If this occurs, CBOE will decrease position limits and
increase margin requirements to levels consistent with other narrow-
based index options. The Commission believes these criteria are
adequate and should serve to prevent a narrow-based index from trading
pursuant to more favorable broad-based index option rules.
[[Page 24985]]
Under CBOE's maintenance criteria, no single stock may account for
more than 35% of the Index weight and no three components may excess
60% of the total Index weight. In addition, the number of Index
components may not fall below 20 and the total capitalization of the
Index may not fall below US$25 billion. If any of these events occur,
the Index will be re-classified as narrow-based. The Commission
believes that these standards will ensure that if the Index becomes
dominated by one or a few components, or if it fails to be broadly
representative of the Mexican equity market, it will cease to trade
pursuant to broad-based index option rules.
B. Customer Protection
The Commission believes that a regulatory system designed to
protect public customers must be in place before the trading of
sophisticated financial instruments, such as Index options and Index
LEAPS, can commence on a national securities exchange. The Commission
notes that the trading of standardized exchange-traded options occurs
in an environment that is designed to ensure, among other things, that:
(1) The special risks of options are disclosed to public customers; (2)
only investors capable of evaluating and bearing the risks of options
trading are engaged in such trading; and (3) special compliance
procedures are applicable to options accounts. Accordingly, because the
Index options and Index LEAPS will be subject to the same regulatory
regime as the other standardized options currently traded on the CBOE,
the Commission believes that adequate safeguards are in place to ensure
the protection of investors in Index options and Index LEAPS.\25\
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\25\ As discussed above, CBOE has represented that it and OPRA
have the necessary systems capacity to support those new series of
options that would result from the introduction of Index options and
Index LEAPS. See Memorandum from Joe Corrigan, Executive Director,
OPRA, to Eileen Smith, CBOE, dated February 21, 1996.
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C. Surveillance
In evaluating derivative instruments, the Commission, consistent
with the protection of investors, considers the degree to which the
derivative instrument is susceptible to manipulation. The ability to
obtain information necessary to detect and deter market manipulation
and other trading abuses is a critical factor in the Commission's
evaluation. It is for this reason that it is important for the SEC to
determine that there is an adequate mechanism in place to provide for
the exchange of information between the market trading the derivative
product and the market on which the securities underlying the
derivative product are traded. Such mechanisms enable officials to
surveil trading in both the derivative product and the underlying
securities.\26\ For foreign stock index derivative products, such
mechanisms are especially important for the relevant foreign and
domestic exchanges to facilitate the collection of necessary
regulatory, surveillance and other information.
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\26\ The Commission believes that a comprehensive surveillance
sharing agreement should provide the parties thereto with the
ability to obtain information necessary to detect and deter market
manipulation and other trading abuses. Consequently, the Commission
generally requires that such agreements require that the parties
provide each other, upon request, with information about market
trading activity, clearing activity, and the identity of the
purchasers and sellers of securities underlying the derivative
product. See, e.g., Securities Exchange Act Release No. 31529 (Nov.
27, 1992), 57 FR 574248.
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With respect to the CBOE proposal, CBOE and the Bolsa do not have a
written surveillance sharing agreement that covers the trading of IPC
options at the time.\27\ Moreover, it is the Commission's understanding
that the Bolsa currently is not able to provide the requisite
information for a comprehensive surveillance sharing instrument. Thus
it would be impossible for the CBOE to secure a comprehensive
agreement. In such cases, the Commission has relied in the past on
surveillance sharing arrangements between the relevant regulators. In
regard to the IPC, the Commission notes that the Bolsa is under the
regulatory oversight of the CNBV, which has responsibility for both the
Mexican securities and derivatives markets. The Commission and the CNBV
have concluded a Memorandum of Understanding, dated October 18, 1990,
that provides a framework for mutual assistance in investigatory and
regulatory issues.\28\ Based on the relationship between the SEC and
CNBV and the terms of the MOU, the Commission understands that both it
and the CNBV could acquire information from and provide information to
the other similar to that which would be required in a comprehensive
surveillance sharing agreement between exchanges.\29\ Moreover, the
agencies could make a request for information under the MOU on behalf
of an SRO that needed the information for regulatory purposes. Thus,
should the CBOE need information on Mexican trading in the Index
component securities to investigate incidents involving trading of
Index options, the SEC could request such information from the CNBV
under the MOU. While this arrangement certainly would be enhanced by
the existence of direct exchange to exchange surveillance sharing
agreements, it is nonetheless consistent with other instances where the
Commission has explored alternatives when the relevant foreign exchange
was unwilling or unable to enter into a comprehensive surveillance
sharing agreement.\30\
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\27\ The CBOE has committed to make every effort to enter into a
comprehensive surveillance sharing agreement with the Bolsa.
\28\ The CNBV is the successor to the Comision Nacional de
Valores of Mexico, which was merged with the Mexican Banking
Commission in April 1995 to form the CNBV. See National Banking and
Securities Commission Act, Mexico, dated April 24, 1995.
\29\ This information could include transaction, clearing, and
customer identity information necessary to conduct an investigation.
\30\ See, e.g., Securities Exchange Act Release No. 36070 (Aug.
9, 1995), 60 FR 42205 (Aug. 15, 1995) (Order Approving Proposed Rule
Changes Relating to the Listing and Trading of Warrants on the
Deutscher Aktienindex).
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Accordingly, the Commission believes the MOU provides sufficient
basis for the exchange of necessary surveillance information. The
Commission continues to believe strongly, however, that the Bolsa and
the CBOE should continue to work together to consummate a formal
surveillance sharing agreement to cover IPC Index options as soon as
practicable.
The Commission finds good cause for approving the Amendments to the
proposed rule change prior to the thirtieth day after the date of
publication of notice thereof in the Federal Register. The Amendments
outline CBOE's maintenance criteria with respect to the IPC and the
procedures for reducing position limits, if necessary. As discussed
above, although CBOE is not responsible for maintenance of the IPC, it
has adopted criteria which, if breached, will result in the re-
classification of the index to narrow-based. Because CBOE does not have
the ability to maintain the Index in order to ensure that it remains
broad-based, the Commission believes the adoption of these standards
are reasonable to address the trading issues presented by a significant
change in the character and composition of the Index. In addition, the
Commission believes that the standards are sufficient to ensure that if
the IPC does not continue to be representative of the Mexican equity
market, or if the Index becomes dominated by one or a small number of
stocks, it will cease to be classified as broad-based for U.S. index
options
[[Page 24986]]
trading purposes. If reclassified as narrow-based, Amendment No. 3
establishes procedures for reducing position limits which, the
Commission notes, are consistent with existing procedures for reducing
narrow-based index option position limits. Accordingly, the Commission
believes there is good cause, consistent with Sections 6(b)(5) and
19(b)(2) of the Act, to approve the Amendments on an accelerated basis.
III. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the Amendments. 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.
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 Section, 450 Fifth Street, N.W.,
Washington, D.C. Copies of such filing will also be available for
inspection and copying at the principal office of the above-mentioned
self-regulatory organization. All submissions should refer to the file
number in the caption above and should be submitted by June 7, 1996.
It therefore is ordered, pursuant to Section 19(b)(2) of the
Act,\31\ that the proposed rule change (SR-CBOE-96-09) is approved, as
amended.
\31\ 15 U.S.C. 78s(b)(2) (1988).
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For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\32\
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\32\ 17 CFR Sec. 200.30-3(a)(12) (1994).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-12385 Filed 5-16-96; 8:45 am]
BILLING CODE 8010-01-M