[Federal Register Volume 61, Number 62 (Friday, March 29, 1996)]
[Notices]
[Pages 14185-14187]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-7703]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-37016; International Series Release No. 956; File No. 
SR-NYSE-96-04]


Self-Regulatory Organizations; Notice of Filing and Order 
Granting Accelerated Approval of a Proposed Rule Change by the New York 
Stock Exchange, Inc. Relating to an Amendment of NYSE

March 22, 1996.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on March 11, 1996, the New 
York Stock Exchange, Inc. (``NYSE'' or ``Exchange'') filed with the 
Securities and Exchange Commission (``Commission'') the proposed rule 
change as described in Items I and II below, which Items have been 
prepared by the NYSE. The Commission is approving the proposal on an 
accelerated basis, in addition to publishing this notice to solicit 
comments on the proposed rule change from interested persons.

    \1\ 15 U.S.C. 78s(b)(1) (1988).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The proposed rule change consists of an amendment to NYSE Rule 104 
to facilitate trading in Investment Company Units (``Units''),\2\ 
including CountryBaskets.\3\

    \2\ NYSE Listed Company Manual Section 703.16 defines a Unit as 
a security that represents an interest in a registered investment 
company that could be organized as a unit investment trust, an open-
end management investment company, or a similar entity.
    \3\ ``CountryBasket,'' ``CountryBaskets'' and ``CB'' are 
trademarks of Deutsche Bank Securities Corporation).
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II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
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 text of these statements may be examined at 
the places specificed in Item IV below. The self-regualtory 
organization 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

    The Exchange proposes to amend its Rule 104 to facilitate 
specialist market

[[Page 14186]]
making in Units, including CountryBaskets. Trading in CountryBaskets is 
expected to begin on March 25, 1996.\4\

    \4\ CountryBasket securities represent an interest in a 
registered investment company that will hold securities that are 
component stocks of nine different indices. The nine CountryBaskets 
are Australia, France, Germany, Hong Kong, Italy, Japan, South 
Africa, the United Kingdom and the United States.
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    Currently, Rule 104 requires that specialists obtain the approval 
of an Exchange Floor Official when effecting a destabilizing 
transaction on a direct plus or direct minus tick. The Exchange 
proposes to amend Rule 104 by adding new Supplementary Material .10(7) 
to provide that the requirement to obtain Floor Official approval for 
transactions on a direct plus tick or a direct minus tick for a 
specialist's own account contained in Rule 104 Supplementary Material 
.10(5)(i)(A), (B), (C) and (6)(i)(A) will not apply to transactions 
that are effected for the purpose of bringing the price of a Unit into 
parity with the value of the portfolio on which it is based, or the net 
asset value of the Unit.
    Direct destabilizing transactions that are leading, rather than 
following, the underlying component portfolio would continue to require 
Floor Official approval. Specialists would remain subject to all other 
requirements of Rule 104 with respect to their affirmative and negative 
obligations to maintain a fair and orderly market.
    The Exchange believes that its proposal is consistent with the Act 
in that it is designed to promote just and equitable principles of 
trade, to remove impediments to and perfect the mechanism of a free and 
open market and a national market system and, in general, to protect 
investors and the public interest.
    The NYSE has requested that the proposed rule change be given 
accelerated effectiveness pursuant to Section 19(b)(2) of the Act 
because trading in CountryBaskets is expected to begin on March 25, 
1996. The Exchange believes that approval of the proposal should 
enhance the ability of specialists to make markets in such securities.

(B) Self-Regulatory Organization's Statement on Burdeon on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act.

(C) Self-Regulatory Organization's Statement on Comments on the 
Proposed Rule Change Received from Members, Participants, or Others

    Written comments on the proposed rule change were neither solicited 
or received.

III. 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) \5\ that the rules of 
an exchange be designed to promote just and equitable principles of 
trade, prevent fraudulent and manipulative acts, and, in general, 
protect investors and the public interest.

    \5\ 15 U.S.C. 78f(b)(5) (1988).
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    The Commission believes that the Exchange's proposal to add 
Supplemental Material .10(7) to its Rule 104 to facilitate specialist 
market making in Units, including CountryBaskets, is consistent with 
the Act. The Exchange's proposal is limited to ``parity'' transactions 
on direct destabilizing ticks to bring Units, including CountryBaskets, 
into line with the value of their corresponding underlying component 
portfolio. Moreover, the only change being effected by the proposals is 
that such transactions would not require the Floor Official approval 
currently mandated by Rule 104. As discussed below, such transactions 
must still comply with all of the other requirements of NYSE Rule 104.
    The Commission believes that it is appropriate to allow such 
transactions without Floor Official approval, given that the 
derivatives nature of Units in effect renders them equity securities 
that have a pricing and trading relationship linked to the portfolio 
upon which they are based. Hence, upon change in the underlying 
portfolio, a Units specialist may determine that it needs to engage in 
a ``parity'' transactions to bring Units into line with the value of 
the corresponding underlying portfolio. The requirement to secure Floor 
Official approval could delay the specialist from effecting such 
transactions, during which time the value of the portfolio could 
continue to move. The Commission believes, therefore, that it is 
reasonable for the Exchange to remove the need for Floor Official 
approval to address this situation. Direct destabilizing transactions 
that are leading, rather than following,the underlying portfolio would 
continue to require Floor Official approval.
    The Commission notes that the Exchange's proposal does not relieve 
Units specialists from the general requirement of NYSE Rule 104 that 
they effect transactions that are reasonably necessary for them to 
maintain a fair and orderly market in Units. Units specialists also 
will remain subject to the specific obligations imp;imposed on them by 
rule 104. Thus, consistent wit the maintenance of a fair and orderly 
market, transactions for a specialists own account should be such that 
they maintain rice continuity with reasonable depth,and minimize the 
effects of temporary disparities between supply and demand.\6\ 
Similarly, a specialist's quotation made for transactions on his own 
account should bear a proper relation to preceding transactions and 
anticipated succeeding transactions.\7\ Finally, Unit specialist 
transactions will be subject to the Exchange's rules governing the 
auction market principles of priority. Parity, and precedence of 
orders.\8\

    \6\ NYSE Rule 104, Supplementary material .10 (1)-(3).
    \7\ NYSE Rule 104, Supplementary Material .10(4).
    \8\ NYSE Rule 72.
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    The Commission finds good cause for approving the proposed rule 
change prior to the thirtieth day after the date of publication of 
notice thereof in the Federal Register. As discussed above, the 
Exchange's proposal is narrowly circumscribed to address certain 
situations that may arise in connection with specialist market making 
in Units, specifically CountryBaskets. Moreover, accelerated approval 
will allow specialists to avail themselves of the proposed provision 
from the inception of trading, expected to be March 25, 1996. 
Accordingly, the Commission believes that it is consistent with Section 
6(b)(5) and 19(b)(2) of the Act to approve the proposed rule change on 
an accelerated basis.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing. persons making written submissions 
should file six copies thereof with the Secretary, Securities and 
Exchange Commission, 450 Fifth Street, 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

[[Page 14187]]
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 File No. SR-NYSE-96-04 and should be 
submitted by April 19, 1996.

V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\9\ that the proposed rule change (SR-NYSE-96-04) is approved.

    \9\ 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.\10\

    \10\ 17 CFR 200.30-3(a)(12) (1993).
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Jonathan G. Katz,
Secretary.
[FR Doc. 96-7703 Filed 3-28-96; 8:45 am]
BILLING CODE 8010-01-M