[Federal Register Volume 60, Number 161 (Monday, August 21, 1995)]
[Notices]
[Pages 43481-43485]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-20641]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-36103; File No. SR-Amex-95-06]


Self-Regulatory Organizations; Order Approving Proposed Rule 
Change and Notice of Filing and Order Granting Accelerated Approval of 
Amendment No. 2 to Proposed Rule Change by the American Stock Exchange, 
Inc., Relating to Options on the Morgan Stanley Real Estate Investment 
Trust Index

August 14, 1995.

I. Introduction and Background

    On February 16, 1995, the American Stock Exchange, Inc. (``Amex'' 
or ``Exchange'') submitted to the Securities and Exchange Commission 
(``SEC'' or ``Commission''), pursuant to Section 19(b)(1) 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 
Morgan Stanley REIT Index (``REIT Index''). On March 9, 1995, the 
Exchange filed Amendment No. 1 to its proposal.\3\ Notice of the 
proposal appeared in the Federal Register on March 23, 1995.\4\ No 
comments were received on the proposed rule change set forth in the 
Notice. On May 16, 1995, the Exchange filed Amendment No. 2 to its 
proposal.\5\ This order approves the Exchange's proposal, as amended.

    \1\ 15 U.S.C. 78s(b)(1) (1998).
    \2\ 17 CFR 240.19b-4 (1994).
    \3\ Amendment No. 1 provides additional information regarding 
the Index components, and states that the Exchange will file with 
the Commission pursuant to Section 19(b)(1) of the Act should the 
number of component securities in the Index exceed 116. See letters 
from Claire P. McGrath, Managing Director and Special Counsel, 
Derivatives Securities, Amex, to Michael Walinskas, Branch Chief, 
Division of Market Regulation, Commission, dated March 6 and March 
9, 1995 (``Amendment No. 1'').
    \4\ Securities Exchange Act Release No. 35511 (March 17, 1995), 
60 FR 15316.
    \5\ Letter from Claire P. McGrath, Managing Director and Special 
Counsel, Derivative Securities, Amex, to Michael Walinskas Branch 
Chief, Decision of Market Regulation, Commission, dated May 16, 1995 
(``Amendment No. 2''). Amendment No. 2 provides additional 
clarifying information regarding the Index, including the number of 
Index components that are eligible for standardized options trading, 
strike price intervals, and position limits. Id.
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II. Description of the Proposal

A. General

    The Amex proposes to list and trade standardized options on the 
REIT Index, a capitalization weighted index developed by Morgan Stanley 
& Co. Incorporated (``Morgan Stanley'') comprised of real estate 
investment trusts (``REITs'') \6\ which are traded on the Amex, and the 
New York Stock Exchange, Inc. (``NYSE''), or are traded through the 
facilities of the Nasdaq system and are reported Nasdaq national market 
(``NM'') securities. In addition, the Amex proposes to amend its Rule 
902C(d) to include the REIT Index in the disclaimer provisions of that 
rule. The REIT Index represents a portfolio of the largest and most 
actively traded REITs, and is designed to provide a broad measure of 
real estate equity performance. The Index does not 

[[Page 43482]]
include healthcare REITs, real estate operating companies or 
partnerships, or REITs that invest primarily in real estate mortgages 
or real estate debt securities.

    \6\ REITs are financial vehicles that allow investors to pool 
funds for participation in real estate ownership of financing. REITs 
are subject to special tax treatment and are exempt from corporate 
level tax if they meet certain qualifications. These qualifications 
include, but are not limited to, the distribution of 95% of taxable 
income; that five or fewer individuals cannot own more than 50% of 
the shares; that over 10% to total assets cannot be sold in one 
year; and that at last 75% of taxable income be derived from real 
estate in the form of, for example, rents, mortgages, or gains from 
the sale of real estate. All components on the Index will be REITs 
as that term is defined in Sections 856 through 860 of the Internal 
Revenue Code, 26 U.S.C. 856-60 (1988 & Supp. 1993). See Amendment 
No. 1, supra note 3.
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B. Composition of the Index

    The REIT Index conforms with Exchange Rule 901C, which specifies 
criteria for inclusion of stocks in an index on which standardized 
options will be traded. In addition, Morgan Stanley has included in the 
Index only those REITs that meet the following standards: (1) a minimum 
market capitalization of $100 million; (2) a market price of at least 
$7.50 for the majority of business days during the three calendar 
months preceding the date of selection (as measured by the lowest 
closing price reported in any market in which the component security 
traded on each of the subject days); (3) trading volume in the 
component security of at least 1.2 million shares during the preceding 
six months; (4) each component security must be traded on the Amex, 
NYSE or must be a Nasdaq NM security; and (5) no component security 
will represent more than 25% of the weight of the Index, nor will the 
five highest weighted component securities in the Index, in the 
aggregate, account for more than 50% of the weight of the Index. The 
criteria set forth above are the same as or exceed many of the criteria 
established for the expedited listing of options on stock industry 
indexes pursuant to Exchange Rule 901C, Commentary .02.
    When it created the Index, Morgan Stanley identified 87 REITs that 
meet or exceed the listing criteria. Eighty of the REIT stocks 
currently trade on the NYSE, four trade through the Nasdaq system, and 
three on the Amex. The Index is capitalization weighted and will be 
calculated continuously using last sale prices.
    As of the close of trading on April 24, 1995, the Index was valued 
at 195.1.\7\ As of the close of trading on February 10, 1995, the 
market capitalizations of the individual securities in the Index ranged 
from a high of $1.1 billion (Security Capital Industrial) to a low of 
$103.4 million (Equity Inns Inc.), with a mean and median of $359 
million and $279 million, respectively. The total market capitalization 
of the securities in the Index was $31 billion. The total number of 
shares outstanding for the REITs in the Index ranged from a high of 
69.5 million shares (Security Capital Industrial) to a low of 7.5 
million shares (JDN Realty). the 90-day lowest price per share of 
securities in the Index, for a 90-day period preceding February 10, 
1995, ranged from a high of $33.25 (Kimco Realty) to a low of $8.75 
(Berkshire Realty). In addition, for a 120-day period preceding 
February 10, 1995, the average daily trading volume of the REITs in the 
Index ranged from a high of 142,138 shares (RFS Hotel Investments) to a 
low of 10,359 shares (Property TR America), with the mean and median 
being 39,167 and 31,937 shares, respectively. Lastly no one REIT 
accounted for more than 3.41% of the Index's total value (Security 
Capital Industrial and Simon Property Group), and the percentage 
weighting of the five largest issues in the Index accounted for 15.42% 
of the Index's value. The percentage weighting of the lowest weighted 
component was .31% of the Index (Equity Inns), and the percentage 
weighting of the five smallest issues accounted for 1.87% of the 
Index's value.

    \7\ See Amendment No. 2, Supra note 5. The Index divisor was 
initially determined to yield a benchmark value of 200 on December 
31, 1994.
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    Seventy-nine out of the 87 securities in the Index, representing 
90.8% of the number of securities in the Index, and 95.67% of its 
value, are eligible for standardized options trading (four of the 79 
options eligible securities currently underlie exchange-listed 
options). The eight components that do not meet options eligibility 
standards account for only 9.2% of the number of securities in the 
Index, and 4.33% of its value.\8\

    \8\ Id. Amex Rule 915 provides criteria for potential underlying 
securities for put or call option contracts. These criteria include: 
a minimum of 7 million shares of the underlying security which are 
owned by persons other than those required to report their security 
holdings under Section 16(a) of the Act; a minimum of 2,000 holders 
in the underlying security; trading volume of at least 2.4 million 
shares in the preceding 12 months; a market price per share of the 
underlying security of at least $7.5 for the majority of business 
days during the three calendar months preceding the date of 
selection; and the issuer is in compliance with applicable 
requirements of the Act. Amex Rule 915, Commentary .01. The word 
``security'' may be broadly interpreted to mean any equity security 
as defined in Rule 3a11-1 under the Act, 17 CFR 240.3a11-1 (1994) 
(definition of the term ``equity security''). Amex Rule 915, 
Commentary .03.
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C. Maintenance

    The Exchange will be responsible for maintaining the Index once 
trading begins. To maintain the Index, the Exchange will review the 
component securities on a quarterly basis to ensure that the Index 
continues to represent only the largest and most actively traded REITs. 
After the close of trading on the last business day of December, March, 
June, and September, all publicly traded equity REITs (except 
healthcare REITs, real estate operating companies or partnerships, or 
REITs that invest primarily in real estate mortgage or real estate debt 
securities) will be reviewed to see if they meet the criteria outlined 
above. After the close of trading on the third Friday of January, 
April, July, and October, the Exchange will add to the Index all those 
REITs that meet the criteria described above for initial inclusion in 
the Index and that are not currently in the Index.
    At the same time as REITs are added to the Index, REITs that do not 
meet certain separate maintenance criteria will be removed from the 
Index. The maintenance criteria for the component securities are: (1) A 
minimum market capitalization of $75 million; (2) a market price of at 
least $5.00 for the majority of business days during the three calendar 
months preceding the date of selection, as measured by the lowest 
closing price reported in any market in which the component security 
traded on each of the subject days; and (3) trading volume in the 
component security of at least 900,000 shares during the preceding six 
months.
    It is anticipated that the number of components in the REIT Index 
will increase as more real estate investment companies enter the public 
market, and those currently in the public market grow in size and 
trading volume. However, if the number of component securities in the 
Index shall increase to more than 116 or decrease to fewer than 58, the 
Exchange has stated that it will file with the Commission pursuant to 
Section 19(b)(1) of the Act to obtain additional approval for such 
Index.\9\

    \9\ See Amendment No. 1, supra  note 3.
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    The number of component stocks in the Index shall remain fixed 
between quarterly reviews except in the event of certain types of 
corporate actions such as a merger or takeover which warrants the 
removal of a component security from the Index prior to its quarterly 
review.\10\ If such an event occurs, the divisor shall be recalculated 
to ensure continuity of the Index's value.

    \10\ Although the Amex is responsible for maintaining the Index, 
Morgan Stanley has stated that it may desire to consult with the 
Amex (or that the Amex may desire to consult with Morgan Stanley) 
concerning possible changes to the Index components upon the 
occurrence of certain corporate events that may occur between 
quarterly reviews. Events that might warrant such a reconfiguration 
could include non-cash dividends, stock splits, rights offerings, 
stock distributions, reorganizations, recapitalizations, and other 
similar events. Letter from Robin Roger, Vice President and Counsel, 
Morgan Stanley, to Michael Walinskas, Branch Chief, Division of 
Market Regulation, Commission, dated June 22, 1995. For a 
description of procedures attendant to such consultations, see id., 
and infra Section II.I., Surveillance.

[[Page 43483]]

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D. Index Calculation and Applicable Exchange Rules

    The REIT Index is market capitalization weighted, where the Index 
value is calculated by multiplying the primary exchange regular way 
last sale price of each component security by its number of shares 
outstanding, adding the sums and dividing by the current index divisor. 
Given that a REIT is required to distribute at least 95% of its taxable 
income, much of a REIT's value is reflected in its dividend 
distributions. As a total return index, the REIT Index will reflect the 
value of the regular cash dividends of its component securities by 
reinvesting such dividends into the Index portfolio. Therefore, at the 
close of trading each day, the prices of component securities which 
will trade ``ex-dividend'' the next day will be adjusted (downward) by 
the value of the dividend amount to reflect the price impact on the 
stock as it trades without (``ex'') the dividend on the following day. 
The divisor is then adjusted to ensure continuity of the Index value. 
The Index divisor was initially set to yield a benchmark value of 200 
on December 31, 1994. Similar to other stock index values published by 
the Exchange, the value of the Index will be calculated continuously 
and disseminated every 15 seconds over the Consolidated Tape 
Association's Network B.

E. Contract Specifications and Applicable Exchange Rules

    The proposed options on the Index will be European style (i.e., 
exercises permitted at expiration only), and cash settled. Standard 
option trading hours (9:30 a.m. to 4:10 p.m. New York time) will apply. 
The Index multiplier will be 100. The strike price interval will be 
five points for full-value Index options when the Index is above 
200.\11\

    \11\ For a description of other strike price intervals, see 
infra text accompanying note 13.
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    The Exchange plans to list options series with expirations in the 
three near-term calendar months and in the two additional calendar 
months in the January cycle. In addition, long-term options on either a 
full-value or a reduced-value Index level having up to 36 months until 
expiration may be traded.\12\ Expiration intervals for both full-value 
and reduced-value long-term options will not be less than six months.

    \12\ See infra Section II.G.
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    Amex Rules 900C through 980C will apply to the trading of option 
contracts based on the Index. These rules address, among other things, 
surveillance, exercise prices, and position limits. The Exchange has 
designated the Index a Stock Index Option under Rule 901C(a) and a 
Stock Index Industry Group under Rule 900C(b)(1). Pursuant to Rule 
903C(b), the Exchange proposes to list near-the-money (i.e., within ten 
points above or below the current index value) option series on the 
Index at 2\1/2\ point strike (exercise) price intervals when the value 
of the Index is below 200 points.\13\

    \13\ Amendment No. 2, supra note 5. Strike price intervals at 
2\1/2\ points for long-term reduced-value Index options would apply 
when the reduced-value Index, which is one-tenth the value of the 
full-value Index, is below 200 points. Telephone conversation 
between Claire P. McGrath, Managing Director and Special Counsel, 
Derivatives Securities, Amex, and Francois Mazur, Staff Attorney, 
Division of Market Regulation, Commission on August 8, 1995.
F. Settlement

    The options on the REIT Index will expire on the Saturday following 
the third Friday of the expiration month. The last trading day in an 
expiring option series will normally be the second to last business day 
preceding the Saturday following the third Friday of the expiration 
month (normally a Thursday). Trading in expiring options will cease at 
the close of trading on the last trading day.
    The exercise settlement value for all of the Index's expiring 
options will be calculated based upon the primary exchange regular way 
opening sale prices for the component stocks. In the case of securities 
traded through the Nasdaq system, the first reported regular way sale 
price will be used. If any component stock does not open for trading on 
its primary market on the last trading day before expiration, then the 
prior day's last sale price will be used in the calculation.

G. Listing of Long-Term Options on the Full-Value or Reduced-Value REIT 
Index

    Longer term option series having up to 36 months to expiration may 
be traded. In lieu of such long-term options on a full-value Index 
level, the Exchange may instead list long-term, reduced-value put and 
call options based on one-tenth (1/10th) the Index's full-value. In 
either event, the interval between expiration months for either a full-
value or reduced-value long-term option will not be less than six 
months. The trading of any long-term options are subject to the same 
rules which govern the trading of all the Exchange's index options, 
including sales practice rules, margin requirements and floor trading 
procedures, and all options will have European style exercise. As 
discussed below, position limits on reduced-value long-term REIT Index 
options will be equivalent to the position limits for regular (full-
value) Index options and would be aggregated with such options (thus, a 
position limit of 10,500 contracts on the same side of the market for 
full-value Index options would be equivalent to a position limit for 
the reduced-value Index options of 105,000 contracts on the same side 
of the market).

H. Position and Exercise Limits, Margin Requirements, and Trading Halts

    Because the Index is classified as a ``Stock Index Industry Group'' 
under Amex rules,\14\ Exchange rules that are applicable to the trading 
of options on narrow-based indexes will apply to the trading of REIT 
Index options and long-term Index options. Specifically, Exchange rules 
governing margin requirements,\15\ position and exercise limits,\16\ 
and trading halt procedures \17\ that are applicable to the trading of 
narrow-based index options will apply to options traded on the Index. 
For purposes of determining whether a given position in reduced-value 
long-term Index options complies with applicable position and exercise 
limits, positions in the reduced-value long-term Index options will be 
aggregated with positions in the full-value Index options. For these 
purposes, ten reduced-value contracts will equal one full-value 
contract.

    \14\ Amex Rule 900C(b)(1).
    \15\ Pursuant to Amex Rule 462, the minimum margin requirements 
for short Index options positions will be 100% of the option premium 
plus 20% of the underlying aggregate Index value, less any out-of-
the-money amount, with a minimum requirement of the options premium 
plus 10% of the underlying aggregate Index value.
    \16\ The Exchange expects that the review required by Rule 
904C(c) relating to position limits for Stock Index Industry Groups 
will result in a position limit of 10,500 contracts on the same side 
of the market with respect to options on the Index. See Amendment 
No. 2, supra note 5. Pursuant to Amex Rule 905C, exercise limits for 
the Index options also will be 10,500 contracts on the same side of 
the market. The Exchange may determine, pursuant to Rules 904C(c) 
and 905C, that lower exercise and position limits are warranted.
    \17\ Pursuant to Amex Rule 918C, the trading on the Amex of 
Index options may be halted or suspended when trading has been 
halted or suspended in the primary markets for any combination of 
underlying stocks accounting for 20% or more of the current group 
value.
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I. Surveillance

    Surveillance procedures currently used to monitor trading in each 
of the Exchange's other index options will also be used to monitor 
trading in options on the REIT Index. In addition, the Intermarket 
Surveillance Group Agreement (``ISG Agreement''), dated July 14, 1983, 
as amended January 29, 

[[Page 43484]]
1990, will be applicable to the trading of options on the Index.\18\

    \18\ The Amex is a member of the ISG, which was formed on July 
14, 1983 to, among other things, coordinate more effectively 
surveillance and investigative information sharing arrangements in 
the stock and options markets. See Intermarket Surveillance Group 
Agreement, July 14, 1983. The most recent amendment to the ISG 
Agreement, which incorporates the original agreement and all 
amendments made thereafter, was signed by ISG members on January 29, 
1990. See Second Amendment to the Intermarket Surveillance Group 
Agreement, January 29, 1990. The members of the ISG are: the Amex; 
the Boston Stock Exchange, Inc.; the Chicago Board Options Exchange, 
Inc.; the Chicago Stock Exchange, Inc.; the National Association of 
Securities Dealers, Inc. (``NASD''); the NYSE; the Pacific Stock 
Exchange, Inc.; and the Philadelphia Stock Exchange, Inc. Because of 
the potential opportunities for trading abuses involving stock index 
futures, stock options, and the underlying stock, and the need for 
greater sharing of surveillance information for these potential 
intermarket trading abuses, the major stock index futures exchanges 
(e.g., the Chicago Mercantile Exchange and the Chicago Board of 
Trade) joined the ISG as affiliate members in 1990.
    Morgan Stanley also has established special procedures in 
connection with the possibility that Morgan Stanley may consult with 
the Amex, or the Amex may consult with it, regarding appropriate 
changes in the Index constituency in the event of certain corporate 
events affecting a REIT issuer. Specifically, such consultations will 
be effected at Morgan Stanley only by a person or persons assigned to 
the REITs industry within the capital markets group of the Investment 
Banking Division. That person or those persons filling such position or 
positions and engaged in the consultation with the Amex will be on the 
non-sales and non-trading side of the firm. In addition, persons 
engaged in consultations with the Amex will be subject to certain 
procedures limiting the dissemination of such information within Morgan 
Stanley, and in particular will be prohibited from relaying any 
information concerning such consultations to the sales and trading side 
of the firm. Persons involved in consultations with the Amex will not 
be allowed to trade personally in the shares of the specific REIT 
issuer under discussion, nor in the Amex listed option derived from the 
Index, from the time consultation is undertaken until two days 
following public dissemination of information concerning the decision 
to include or exclude the issuer from the Index.\19\

    \19\ Letter from Robin Roger, dated June 1, 1995, supra note 10. 
Morgan Stanley will place on its Watch List those REIT issuers which 
have been the subject of consultation between Morgan Stanley and the 
Amex where such consultations have resulted in a decision to add or 
delete the issuer from the Index. The Watch List is used as a device 
to trigger the monitoring of trading and reviewing of research 
relating to certain companies to avoid actual and potential 
conflicts of interest. Morgan Stanley represents that it will 
arrange a mechanism by which an Amex employee, as well as a Morgan 
Stanley employee, will notify Morgan Stanley of an addition to, or 
deletion from, the Index to ensure an adjustment to the Watch List. 
Id.
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III. Discussion

    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) of the Act.\20\ 
Specifically, the Commission finds that the trading of REIT Index 
options, including full-value and reduced-value REIT long-term options, 
will serve to promote the public interest and help to remove 
impediments to a free and open securities market by providing investors 
with a means of hedging exposure to market risk associated with REIT 
securities.\21\

    \20\ 15 U.S.C. 78f(b)(5) (1988).
    \21\ Pursuant to Section 6(b)(5) of the Act, the Commission must 
predicate approval of 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. In this regard, the trading of 
listed index options and full-value and reduced-value long-term 
options on the REIT Index will provide investors with a hedging 
vehicle that should reflect the overall movement of REIT securities 
in the U.S. securities markets. The Commission also believes that 
these Index options will provide investors with a means by which to 
make investment decisions in the REIT sector of the U.S. securities 
markets, allowing them to establish positions or increase existing 
positions in such markets in a cost-effective manner. Moreover, the 
Commission believes that the reduced-value long-term REIT Index 
options will serve the needs of retail investors by providing them 
with the opportunity to use a long-term option to hedge their 
portfolios from long-term market moves at a reduced cost.
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    Nevertheless, the trading of options on the REIT Index, including 
full-value and reduced-value long-term Index options, raises several 
concerns related to index design, customer protection, surveillance, 
and market impact. The Commission believes, for the reasons discussed 
below, that the Amex has adequately addressed these concerns.

A. Index Design and Structure

    The Commission finds that the REIT Index is a narrow-based index. 
The REIT Index currently is composed on 87 securities, all of which are 
REIT stocks.\22\ Accordingly, the Commission believes that it is 
appropriate for the Amex to apply its rules governing narrow-based 
index options to trading in the Index options.

    \22\ The reduced-value REIT Index, which is composed of the same 
component securities as the Index, is identical to the REIT Index, 
except that it is calculated by dividing the Index value by ten.
    The Commission also finds that the large capitalizations, liquid 
markets, and relative weightings of the Index's component securities 
significantly minimize the potential for manipulation of the Index. 
First, the majority of the components that comprise the Index are 
actively traded, with a mean and median average daily trading volume of 
39,167 and 31,937 shares, respectively. Second, the market 
capitalizations of the securities in the Index are very large, ranging 
from a high of $1.1 billion to a low of $103.4 million, as of February 
10, 1995, with the mean and median being $359.3 million and $279.2 
million, respectively. Third, the Index is comprised of 87 component 
securities, and no one particular security or group of securities 
dominates the Index. Specifically, no individual REIT comprises more 
than 3.41% of the Index, and the percentage weighting of the five 
largest issues in the Index account for 15.42%. Fourth, 79 out of the 
87 securities in the Index, representing 95.67% of the Index's value, 
are eligible for standardized options trading (four of the 79 options 
eligible securities currently underlie exchange-listed options).\23\ 
Fifth, should the number of component securities increase to more than 
116 or fall to fewer than 58, as determined by the inclusion and 
maintenance criteria described above, the Exchange will file with the 
Commission pursuant to Section 19(b)(1) of the Act to obtain additional 
approval for such Index. This will help to protect against material 
adverse changes in the composition and design of the Index that might 
adversely affect the Amex's obligations to protect investors and to 
maintain fair and orderly markets in REIT Index options and long-term 
Index options. Sixth, the Index will be calculated continuously using 
last sale prices. This will further reduce the potential for 
manipulation of the value of the Index. Finally, the Commission 
believes that the existing mechanisms to monitor trading activity in 
those securities, as discussed below, will help to deter, as well as 
detect, such illegal activity.

    \23\ Amendment No. 2, supra note 5. The eight components that do 
not meet options eligibility standards account for only 4.33% of the 
Index's value. Id.
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B. Customer Protection

    The Commission believes that a regulatory system designed to 
protect public customers must be in place before the trading of 
sophisticated 

[[Page 43485]]
financial instruments, such as REIT Index options (including full-value 
and reduced-value long-term Index options), 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 
long-term options will be subject to the same regulatory regime as the 
other standardized options currently traded on the Amex, the Commission 
believes that adequate safeguards are in place to ensure the protection 
of investors in REIT Index options and full-value and reduced-value 
long-term Index options.

C. Surveillance

    The Commission believes that a surveillance sharing agreement 
between an exchange proposing to list a security index derivative 
product and the exchange(s) trading the securities underlying the 
derivative product is an important measure for surveillance of the 
derivative and underlying securities markets. Such agreements ensure 
the availability of information necessary to detect and deter potential 
manipulations and other trading abuses, thereby making the security 
index product less readily susceptible to manipulation.\24\ In this 
regard, the NYSE, Amex, and NASD, which currently are the primary 
markets for the REITs comprising the Index, are all members of the ISG, 
which provides for the exchange of all necessary surveillance 
information.\25\ Further, the Commission believes that the procedures 
Morgan Stanley has established in connection with possible 
consultations between itself and the Amex provide further assurances 
that the Index will not be susceptible to manipulation.\26\

    \24\ Securities Exchange Act Release No. 31243 (September 28, 
1992), 57 FR 45829.
    \29\ See supra note 18 and accompanying text.
    \26\ See supra note 19 and accompanying text.
D. Market Impact

    The Commission believes that the listing and trading on the Amex of 
options on the REIT Index, including full-value and reduced-value long-
term Index options, will not adversely affect the underlying securities 
markets.\27\ First, as described above, no one security dominates the 
Index. Second, the Exchange's listing and maintenance criteria should 
ensure that the component securities generally will be actively-traded, 
highly capitalized securities.\28\ Third, the 10,500 contract position 
and exercise limits applicable to Index options and long-term Index 
options will serve to minimize potential manipulation and market impact 
concerns. Fourth, the risk to investors of contra-party non-performance 
will be minimized because the Index options and Index long-term options 
will be issued and guaranteed by The Options Clearing Corporation just 
like any other standardized option trading in the United States.

    \27\ In addition, the Amex and the Options Price Reporting 
Authority (``OPRA'') have stated that they have the necessary 
systems capacity to support those new series of index options that 
would result from the introduction of options and long-term options 
on the REIT Index. See letter from Edward Cook, Jr., Managing 
Director, Information Technology, Amex, to Michael Walinskas, Branch 
Chief, Division of Market Regulation, Commission, dated May 2, 1995; 
and letter from Joseph P. Corrigan, Executive Director, OPRA, to 
Michael Walinskas, Branch Chief, Division of Market Regulation, 
Commission, dated May 23, 1995.
    \28\ The Commission notes that although 90.8% of the Index's 
components currently are options eligible, the Exchange's proposed 
maintenance criteria do not require a minimum percentage of 
components to be options eligible securities. The Amex maintenance 
criteria will require for each component, however, that it have a 
minimum market capitalization of $75 million, a market price of at 
least $5.00 for specified periods, and a trading volume of at least 
900,000 shares during the preceding six months. These criteria are 
generally consistent with the Amex's generic narrow-based index 
option maintenance listing standards. See Securities Exchange Act 
Release No. 34157 (June 3, 1994), 59 FR 30062. The Commission also 
notes that the Index is made up of a large number of securities 
(currently 87), and that the eight component securities that are not 
options eligible, representing 9.2% of the number of securities in 
the Index, account for only 4.33% of the Index value. See supra 
Section II.B., Composition of the Index. Therefore, the Commission 
believes that the listing and trading of REIT Index options will not 
have an adverse market impact.
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    Lastly, the Commission believes that settling expiring REIT Index 
options (including full-value and reduced-value Index long-term 
options) based on the opening prices of component securities is 
consistent with the Act. As noted in other contexts, valuing options 
for exercise settlement on expiration based on opening prices rather 
than closing prices may help to reduce adverse effects on markets for 
securities underlying options on the Index.\29\

    \29\ See Securities Exchange Act Release No. 30944 (July 21, 
1992), 57 FR 33376.
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E. Accelerated Approval of Amendment No. 2

    The Commission finds good cause for approving Amendment No. 2 to 
the Exchange's proposed rule change prior to the thirtieth day after 
the date of publication of notice of filing thereof in the Federal 
Register. Amendment No. 2 serves to clarify the Exchange's proposal by 
providing additional information, including the number of Index 
components that are eligible for standardized options trading, strike 
price intervals, and position limits. Accordingly, the Commission finds 
that no new regulatory issues are raised by Amendment No. 2. Therefore, 
the Commission believes it is consistent with Sections 19(b)(2) and 
6(b)(5) of the Act to approve Amendment No. 2 to the Exchange's 
proposal on an accelerated basis.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning Amendment No. 2. 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 submissions, 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 Amex. All submissions should refer to the file 
number in the caption above and should be submitted by September 11, 
1995.

V. Conclusion

    For the reasons set forth above, 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).\30\

    \30\ 15 U.S.C. 78f(b)(5) (1988).
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    It is therefore ordered, pursuant to Section 19(b)(2) of the Act, 
that the proposed rule change (SR-Amex-95-06), as amended, is approved.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\31\

    \31\ 17 CFR 200.30-3(a)(12) (1994).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-20641 Filed 8-18-95; 8:45 am]
BILLING CODE 8010-01-M