[Federal Register Volume 61, Number 244 (Wednesday, December 18, 1996)]
[Notices]
[Pages 66721-66723]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-32081]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-38041; File No. SR-Phlx-96-11]


Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; 
Order Granting Approval to Proposed Rule Change and Notice of Filing 
and Order Granting Accelerated Approval of Amendment No. 2 to Proposed 
Rule Change Relating to the Exchange's Calculation of Settlement Values 
for Cash/Spot Foreign Currency Option Contracts (``3-D Options'')

December 11, 1996.
    On April 30, 1996, the Philadelphia Stock Exchange, Inc. (``Phlx'' 
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 permit the Exchange to 
calculate settlement values for the cash/spot Dollar Denominated 
Delivery foreign currency option contracts (``3-D options'') and to 
limit the Exchange's liability in connection with the calculation and 
dissemination of these settlement values. On May 20, 1996, the Exchange 
submitted Amendment No. 1 to the proposed rule change.\3\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See letter from Murray L. Ross, Vice President and 
Secretary, Phlx, to Anthony P. Pecora, Attorney, Division of Market 
Regulation, SEC, dated May 17, 1996 (``Amendment No. 1''). The 
changes contained in this letter were superseded by Amendment No. 2. 
See infra note 5.
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    The proposed rule change, along with Amendment No. 1, was published 
for comment in the Federal Register on June 25, 1996.\4\ On August 22, 
1996, the Phlx clarified that it would not rely upon the proposed 
limitation of liability clause to limit the Exchange's liability for 
intentional misconduct or for any violation of the federal securities 
laws.\5\ No comments were received on the proposal. This order approves 
the proposal, as amended by Amendment No. 2.
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    \4\ Securities Exchange Act Release No. 37323 (June 18, 1996) 61 
FR 32880.
    \5\ See letter from Murray L. Ross, Vice President and 
Secretary, Phlx, to Anthony P. Pecora, Attorney, Division of Market 
Regulation, SEC, dated August 21, 1996 (``Amendment No. 2'') 
(superseding Amendment No. 1).
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    On March 8, 1994, the Commission approved trading for 3-D Foreign 
Currency Options on the Deutsche Mark.\6\ Currently, the closing 
settlement value for 3-D options is calculated by a market information 
vendor acting as the Exchange's designated agent. The market 
information vendor will collect the bid and offer quotations for the 
current foreign exchange spot price from quotations submitted by at 
least fifteen interbank foreign exchange market participants, which the 
designated agent will select randomly from a list of twenty-five active 
interbank foreign exchange market participants. After discarding the 
five highest and the five lowest bids and offers, the market 
information vendor averages the

[[Page 66722]]

remaining ten bids and offers to arrive at a closing settlement 
price.\7\
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    \6\ Securities Exchange Act Release No. 33732 (Mar. 8, 1994), 59 
FR 12023 (approving File No. SR-Phlx-93-10). Although the Commission 
has approved trading for 3-D Foreign Currency Options on the 
Japanese Yen, trading in these securities on the Exchange has not 
yet begun. Securities Exchange Act Release No. 36505 (Nov. 22, 
1995), 60 FR 61277 (approving File No. SR-Phlx-95-42).
    \7\ The Exchange currently has a proposal pending at the 
Commission that would modify this settlement value formula. See 
Securities Exchange Act Release No. 38017 (Dec. 4, 1996) (publishing 
notice of File No. SR-Phlx-96-44).
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    The Phlx proposes to amend Phlx Rule 1057 to permit the Exchange to 
choose whether it will calculate the settlement value for 3-D options 
itself or employ a designated market information vendor as an agent of 
the Exchange for that purpose.\8\ The Exchange will continue to use the 
same methodology for calculating the settlement value for 3-D options 
as described in Phlx Rule 1057.
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    \8\ The Exchange does not intend to redesignate the reporting 
authority on a regular or frequent basis. Instead, the Exchange will 
select a reporting authority with the intention, to the extent 
possible, that the selection will be lasting. Telephone conversation 
between Nandita Yagnik, New Products Development, Phlx, and Anthony 
P. Pecora, Attorney, Division of Market Regulation, SEC (Dec. 4, 
1996).
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    The Phlx believes that calculating its own settlement value for 3-D 
options will enable the Exchange to exert control over the assembly of 
this value. The Exchange also believes that the proposed rule change 
will reduce the necessary response time in the event there is a problem 
in the calculation or dissemination of the 3-D options settlement 
value.
    The Exchange also proposes to amend Phlx Rule 1057 by including a 
``limitation of liability'' clause that limits the Exchange's liability 
in connection with the calculation and dissemination of the 3-D 
settlement value. The Exchange believes the limitation of liability 
clause will provide added protection to the Exchange and alleviate the 
threat of potential liability in calculating the 3-D settlement value. 
In this regard, the Phlx acknowledges that the proposed limitation of 
liability clause cannot be relied upon by the Exchange to limit its 
liability for intentional misconduct or for any violation of the 
federal securities laws.\9\
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    \9\ See Amendment No. 2, supra note 5.
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    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, with the requirements of Section 6(b).\10\ Specifically, 
the Commission believes the proposal is consistent with the Section 
6(b)(5) \11\ requirements that the rules of an exchange be designed to 
promote just and equitable principles of trade, to facilitate 
transactions in securities, to prevent fraudulent and manipulative acts 
and, in general, to protect investors and the public interest.
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    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(5).
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    The Commission agrees with the Phlx's assertion that, by 
calculating its own settlement value for 3-D options, investors should 
be benefitted because the response time needed in the event there is a 
problem in the calculation or dissemination of the 3-D options 
settlement values should be reduced. In any case, the same methodology 
for calculating the settlement values, as set forth in Phlx Rule 1057, 
will be used, irrespective of whether the Phlx or a market information 
vendor is performing this function.
    With regard to the limitation of liability clause, the Commission 
finds that the proposed language will provide the Phlx with protection 
that is substantively similar to protection already afforded other 
self-regulatory organizations.\12\ Additionally, because the Phlx 
represents that the proposed rule change cannot be used to limit its 
liability for intentional misconduct or for any violations of the 
federal securities laws, the Commission believes that the proposal will 
protect investors and the public interest, while also serving to 
facilitate transactions in securities. Specifically, entities, such as 
the Phlx, may be encouraged to calculate and disseminate settlement 
values.\13\ Therefore, these derivative products, which are found to 
provide hedging or other economic functions, should remain available to 
investors.
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    \12\ See American Stock Exchange Rules 902C and 1003; Chicago 
Board Options Exchange Rule 24.14; New York Stock Exchange Rule 
702(b).
    \13\ See, Securities Exchange Act Release No. 34125 (May 27, 
1994), 59 FR 29307 (approving File No. SR-Amex-93-41).
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    Finally, although the current language in the ``Characteristics and 
Risks of Standardized Options'' Options Disclosure Document (``ODD'') 
\14\ adequately discloses a reporting authority's limited liability 
regarding the dissemination of index values, the Commission believes it 
would be useful if this language was more prominent in the ODD.\15\ 
Therefore, in connection with the approval of this proposal, The 
Options Clearing Corporation (``OCC'') has indicated that it will 
address this issue the next time it conducts a general revision of the 
ODD.\16\
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    \14\ Form S-20 and Rule 9b-1 establish a disclosure framework 
specifically tailored to the informational needs of investors in 
standardized options that are traded on national securities 
exchanges and cleared through clearing agencies registered as such 
under the Act. Under this options disclosure system, the exchange(s) 
on which standardized options are listed and traded must prepare an 
ODD that, among other things, identifies the issuer and describes 
the uses, mechanics, and risks of options trading and other matters 
in language that easily can be understood by the general investing 
public. Broker-dealers must provide a copy of the ODD to each 
customer at or prior to the approval of the customer's account for 
trading in any standardized option. Any amendment to the ODD must be 
distributed to each customer whose account is approved for trading 
the options class for which the ODD relates. See 17 CFR 240.9b-1; 
Securities Exchange Release No. 31910 (Feb. 23, 1993), 58 FR 12280 
(approving File No. SR-ODD-93-1).
    \15\ Currently, this information appears on pages twenty-six and 
seventy-six of the ODD.
    \16\ See letter from James C. Yong, First Vice President and 
General Counsel, OCC, to Anthony P. Pecora, Attorney, Division of 
Market Regulation, SEC, dated November 6, 1996.
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    The Commission finds good cause for approving Amendment No. 2 prior 
to the thirtieth day after the date of publication of notice of filing 
thereof in the Federal Register because this amendment merely conforms 
the proposal to similar rules of other self-regulatory 
organizations.\17\ Moreover, the Commission notes that prior proposals 
by other SROs to limit their liability in connection with the 
administration of new proprietary indexes and products were published 
by the Commission for the full statutory comment period without any 
comments being received.\18\ Therefore, the Commission believes that 
granting accelerated approval to Amendment No. 2 is appropriate and 
consistent with Section 6(b)(5) and Section 19(b)(2) of the Act.\19\
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    \17\ See supra footnote 12 (listing comparable rules).
    \18\ See, e.g., Securities Exchange Act Release No. 34125 (May 
27, 1994), 59 FR 29307 (approving File No. SR-Amex-93-41).
    \19\ 15 U.S.C. 78f(b)(5) and 78s(b)(2).
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    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, 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. Sec. 552, will be available for inspection and 
copying at the Commission's Public Reference Section, 450 Fifth Street, 
N.W., Washington, D.C. 20549. Copies of such filing also will be 
available for inspection and copying at the principal office of the 
Phlx. All submissions should refer to File No. SR-Phlx-96-11 and should 
be submitted by [insert date 21 days from date of publication].

[[Page 66723]]

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\20\ that the proposed rule change (SR-Phlx-96-11), as amended by 
Amendment No. 2, is approved.

    \20\ 15 U.S.C. 78s(b)(2).
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    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\21\
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    \21\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-32081 Filed 12-17-96; 8:45 am]
BILLING CODE 8010-01-M