[Federal Register Volume 62, Number 1 (Thursday, January 2, 1997)]
[Notices]
[Pages 138-141]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-33314]



[[Page 138]]

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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-38081; File No. SR-PSE-96-40]


Self-Regulatory Organizations; Order Approving Proposed Rule 
Change and Notice of Filing and Order Granting Accelerated Approval to 
Amendment No. 1 to Proposed Rule Change by the Pacific Stock Exchange, 
Inc., Relating to the Listing and Trading of Index Options on the Dow 
Jones & Co. Taiwan Index

December 23, 1996.

I. Introduction

    On October 17, 1996, the Pacific Stock Exchange, Inc. (``PSE'' or 
``Exchange'') submitted to the Securities and Exchange Commission 
(``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 index options based on the Dow 
Jones & Co. (``Dow Jones & Co.'') Taiwan Index (``Index'').
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    \1\ 15 U.S.C. 78s(b)(1) (1988).
    \2\ 17 CFR 240.19b-4.
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    The proposed rule change appeared in the Federal Register on 
October 25, 1996.\3\ No comments were received on the proposed rule 
change. The Exchange subsequently filed Amendment No. 1 to the proposed 
rule change on December 17, 1996.\4\ This order approves the PSE's 
proposal, as amended.
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    \3\ See Securities Exchange Act Release No. 37842 (October 18, 
1996), 61 FR 55345 (October 25, 1996).
    \4\ See letter from Michael D. Pierson, Senior Attorney, 
Regulatory Policy, PSE, to Matthew Morris, Office of Market 
Supervision, Division of Market Regulation, Commission, dated 
December 17, 1996 (``Amendment No. 1''). In No. 1, the PSE amended 
its rule filing regarding its maintenance criteria and Index value 
dissemination procedures. See infra notes 10 and 12, and 
accompanying text.
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II. Description

    The Exchange is proposing to list and trade cash-settled, European-
style \5\ stock index options on the Dow Jones & Co. Taiwan Index. The 
Index is comprised of 113 representative stocks traded on the Taiwan 
Stock Exchange (``TSE'').\6\ According to the Exchange, the Index is 
representative of the Taiwan stock market as a whole, and therefore, is 
deemed a broad-based index.
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    \5\ European-style options may only be exercised during a 
specified period before expiration.
    \6\ A list of Index components is available at the Commission 
and at the PSE.
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A. Index Design

    The Index was designed, and is maintained, by Dow Jones & Co. The 
113 stocks comprising the Index were selected for their market weight, 
trading liquidity, and their representation of the business industries 
reflected on the TSE. The Exchange believes that these stocks reflect 
the industrial composition of the broader Taiwanese equity market. 
Specifically, stocks from nineteen different economic sectors of the 
Taiwan stock market were ranked by their market value and the largest 
stocks were selected from the sectors until approximately 80% of the 
market was represented by Index stocks.\7\
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    \7\ Due to foreign investment restrictions of Taiwanese stocks, 
Dow Jones & Co. only includes 20% of a component stocks' total 
shares outstanding in calculating the market capitalization. 
Accordingly, only 20% of the actual market value of the component 
stocks is represented by the Index.
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    Only publicly traded and liquid common stocks are considered for 
inclusion in the Index. Stocks which are not traded frequently, do not 
have sufficiently high share turnover, or a sufficiently large dollar 
volume are excluded from the Index. Companies whose stocks are 75% 
owned by another company or state entity will be excluded, and 
companies controlled by a family or an individual are carefully 
reviewed before inclusion.
    The Index is weighted by the market capitalization of the component 
stocks. As of August 30, 1996, the market capitalization of the Index 
was US$181 billion \8\ (at the exchange rate of NT $27.5 per dollar), 
which represents approximately 80% of the capitalization of the TSE. 
The average market capitalization of these stocks was US$1.6 billion on 
the same date (at the same rate of exchange). The individual market 
capitalization of these stocks ranged from US$18.6 billion (Cathay Life 
Insurance) to US$150 million (Hong Ho Precision Textile Co.) on the 
same date. The largest stock accounted for 10.26% of the Index, while 
the smallest accounted for .08%. The top five stocks in the Index, by 
weight, accounted for approximately 31% of the Index.\9\ The average 
daily trading volume of the component securities for the period April 1 
through August 30, 1996, ranged from a high of 49,879,418 shares (China 
Steel) to a low of 457,091 shares (Hsing Ta Cement Co.), with an 
average daily trading volume for all components of the Index of 
approximately 7,698,763 shares. For the quarter ended September 30, 
1996, the Index components, in the aggregate, had an average daily 
trading volume of US$1.1 billion.
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    \8\ This figure includes all outstanding shares for each 
component stock. The Index itself is comprised of approximately 20% 
of this figure, of US$36.2 billion. See supra note 7.
    \9\ The five most heavily weighted stocks in the Index as of 
August 30, 1996 were: Cathay Life Insurance (10.26%); First 
Commercial Bank (5.98%); Hua Nan Bank (5.75%); Chang Hwa Bank 
(5.22%); and China Steel (3.88%).
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B. Calculation and Maintenance of Index

    The value of the Index is determined by multiplying the price of 
each stock by its number of shares included in the Index, adding those 
sums, and then dividing by a divisor which gives the Index value of 100 
on its base date of December 31, 1991. The Index had a closing value of 
160.33 on August 30, 1996. The Index will be maintained by Dow Jones & 
Co. and, in order to maintain continuity of the Index, the divisor of 
the Index will be adjusted to reflect certain events relating to the 
component stocks. These events include, but are not limited to, changes 
in the number of shares outstanding, spin-offs, certain rights 
insurances, and mergers and acquisitions.
    The composition of the Index is reviewed every quarter using size, 
liquidity, and investibility screens. Dow Jones & Co. may make 
component changes at any time to ensure that the Index continues to 
represent the overall character of the Taiwanese equity market. To 
restrict turnover at quarterly revisions, however, an Index stock can 
be replaced by a new stock from the same economic sector only if the 
market value of the new stock exceeds its market value by a threshold 
amount. Index stocks may also be replaced when necessary between 
quarterly reviews following special corporate events such as 
delistings, mergers, or acquisitions. Adjustments may also become 
necessary following changes in government restrictions on the foreign 
ownership of stocks.
    In addition, in the event that the Index does not comply with any 
of the following maintenance criteria, the Exchange will notify the 
Commission to determine the appropriate regulatory response: (a) the 
number of component stocks in the Index changes and there are more than 
150 stocks or less than 75 stocks comprising the Index; (b) at the time 
of a quarterly review, a component's market capitalization is below $75 
million; (c) the top weighted component stock accounts for more than 
25% of the weight of the Index; or (d) the top three weighted stocks 
account for more than 45% of the weight of the Index.\10\ The 
Commission's and the PSE's regulatory responses for failure to meet the 
above criteria could include, but are not limited to, the removal of 
the securities from the Index, prohibiting opening transactions, or 
discontinuing

[[Page 139]]

the listing of new series of Index options.
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    \10\ See Amendment No. 1.
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C. Index Option Trading

    The Exchange proposes to base trading in options on the Index on 
the full value of the Index as expressed in U.S. dollars. The Exchange 
also may provide for the listing of long-term index option series 
(``LEAPS'') on the Index. The Exchange will list expiration months for 
Index options and Index LEAPS in accordance with PSE Rule 7.8.
    The trading hours for options on the Index will be from 6:30 a.m. 
Pacific time to 1:15 p.m. Pacific time.\11\ With no overlap in trading 
hours between the PSE and the TSE, the Exchange is proposing to 
disseminate the Index value only at the beginning of each trading 
day.\12\ Specifically, the PSE plans to disseminate the Index value via 
the Consolidated Tape Authority (``CTA'') Network B once a day at the 
opening of trading. The Index value will be subsequently re-
disseminated throughout the trading day through data venders as well as 
through the Dow Jones Global Index web site.
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    \11\ Regular trading hours in Taiwan are Monday to Friday 0900-
1200, and Saturday from 0900-1100.
    \12\ According to the PSE, the Consolidated Tape Authority 
(``CTA'') has asked the options exchanges to evaluate the need to 
disseminate index values based on foreign indices every fifteen 
seconds when the index value does not change during U.S. trading 
hours. The CTA is concerned that disseminating the same index value 
every fifteen seconds results in unnecessary data traffic. By 
disseminating the Index value only once a day, the Exchange believes 
that it is complying with the CTA's request. See Amendment No. 1.
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    In addition, the Exchange will be trading options on an Index value 
that is calculated in the ``local currency'' (i.e., Taiwan dollars) and 
not converted into U.S. dollars. Although premiums will be in U.S. 
dollars, the strike prices will be based on the local currency Index 
level. It also should be noted that the futures and futures options 
that will be traded at the Chicago Mercantile Exchange (``CME'') will 
be based on the same underlying Index and the same Index value.
    The Exchange is proposing to establish position limits for 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. According to the Exchange, these limits are roughly equivalent, 
in dollar terms, to the limits applicable to options on other indices. 
Furthermore, the hedge exemption rule applicable to broad-based index 
options will apply to Index options.\13\
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    \13\ See Commentary .02 to PSE Rule 7.6.
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    The PSE also represents that it has the necessary systems capacity 
to support new series that would result from the introduction of the 
Index options.

D. Exercise and Settlement

    The proposed options on the Index will expire on the Saturday 
following the third Friday of the expiration month, and trading in the 
expiring contract month on the PSE will normally cease on Friday at 
1:15 p.m. Pacific time unless a holiday occurs. The exercise settlement 
value of Index options at expiration will be determined from closing 
prices established at the close of the regular Friday trading session 
in Taiwan. If a stock does not trade during this interval 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 removed 
in accordance with Exchange holidays, such as when the PSE 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 Taiwan even if the Taiwanese markets are open on 
Friday. If the Taiwanese markets are closed on the Friday before 
expiration but the PSE is open for trading, the last trading day for 
expiring options will similarly be Thursday, with the exercise 
settlement value being determined from Thursday closing prices on the 
TSE.

E. Surveillance

    The Exchange will apply its existing index option surveillance 
procedures to Index options. In addition, the Exchange has entered into 
a surveillance sharing agreement with the TSE, which should, as 
discussed below, enable the Exchange to obtain information concerning 
the trading of the component stocks of the Index.

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, with the requirements of Section 6(b).\14\ Specifically, 
the Commission finds that the trading of index options based on the Dow 
Jones & Co. Taiwan Index, including long-term index options, will serve 
to protect investors, promote the public interest, and will help to 
remove impediments to a free and open market by providing investors 
with a means to hedge exposure to the market risk associated with the 
Taiwanese equity market and to provide a risk management instrument for 
positions in the Taiwanese securities market.\15\
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    \14\ 15 U.S.C. 78f(b) (1988).
    \15\ Pursuant to Section 6(b)(5) of the Act, the Commission must 
predicate approval of any new securities product upon a finding that 
the introduction of such product is in the public interest. Such a 
finding would be difficult with respect to a product 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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    Nevertheless, the trading of options on the Index raises several 
issues related to the design and structure of the Index, customer 
protection, and surveillance. The Commission believes, however, for the 
reasons discussed below, that the PSE 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 the Index options. First, the Index consists of 113 of the most 
actively traded stocks on the TSE. Second, stocks in the Index are 
among the most highly capitalized stocks on the TSE. For example, on 
August 30, 1996, the market capitalization of the Index was US$181 
billion (at the exchange rate of NT $27.5 per dollar), which represents 
approximately 80% of the capitalization of the TSE. In addition, the 
market capitalization of the individual stocks in the Index ranged from 
a high of US$18.6 billion (Cathay Life Insurance) to a low of US$150 
million (Hong Ho Precision Textile Co.), with an average market 
capitalization of US$1.6 billion. Third, the Index includes stocks of 
companies from nineteen separate industries. Fourth, PSE maintenance 
criteria require that no single Index component shall comprise more 
than 25% of the Index's total value, and that the percentage weighting 
of the three largest issues in the Index shall not exceed 45% of the 
Index's value. This will help to ensure that a single stock or small 
group of stocks does not dominate the Index.\16\ Fifth, Dow Jones & Co. 
has adopted listing and maintenance criteria to ensure that the Index 
maintains its broad representative sample of stocks as well as a 
variety of industries and economic sectors.\17\ In addition, the

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maintenance criteria will ensure that the Index continues to be 
comprised of component stocks that are among the most highly 
capitalized and actively traded stocks on the TSE. Accordingly, the 
Commission believes it is appropriate to classify the Index as broad-
based.
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    \16\ As noted above, as of August 30, 1996, the top five stocks 
in the Index, by weight, accounted for approximately 31% of the 
Index, and no single stock accounted for more than 10.26% of the 
Index. See supra note 9 and accompanying text.
    \17\ For example, the Exchange's maintenance criteria require 
that at the time of a quarterly review, a component's market 
capitalization be above $75 million, and that the number of 
component stocks in the Index not be more than 150 or less than 75 
stocks. In the event that the Index does not comply with any of the 
Exchange's maintenance criteria, the PSE will notify the Commission 
to determine that appropriate regulatory responses. Such responses 
could include, but are not limited to, the removal of the securities 
from the Index, prohibiting opening transaction, or discontinuing 
the listing of new series of Index options.
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    For many of the same reasons, the Commission believes that the 
general broad diversification of the Index component stocks, as well as 
their high capitalizations and trading activity, lessen the potential 
for manipulation of the index. First, as noted above, the Index 
represents a broad cross-section of highly-capitalized Taiwanese 
stocks, with no single industry group or stock dominating the Index. 
Second, the stocks that comprise the Index are relatively actively 
traded. Third, the Commission believes that the Index selection and 
maintenance criteria will serve to ensure that the Index continues to 
represent stocks with the highest capitalizations and trading volumes 
on the TSE. In addition, the Exchange has proposed position and 
exercise limits for the Index options that are consistent with other 
broad-based index options. Finally, as discussed in more detail below, 
the Commission believes that adequate surveillance mechanisms exist 
between the PSE and the underlying security market to detect and deter 
potential market manipulation and other trading abuses.

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 the Dow Jones & Co. Taiwan 
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 PSE, the Commission believes that 
adequate safeguards are in place to ensure the protection of investors 
in Dow Jones & Co. Taiwan Index options and Index LEAPS.

C. Surveillance

    In evaluating a proposal to trade a new derivative instrument, the 
Commission, consistent with the protection of investors, considers the 
degree to which the derivative market can conduct adequate surveillance 
of trading in the instrument. The ability of the options market to 
obtain information necessary to detect and deter market manipulation 
and other trading abuses is a critical factor in this evaluation. It is 
for this reason that it is important that the Commission 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. \18\ 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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    \18\ The Commission believes that a comprehensive surveillance 
sharing agreement should provide the parties with the ability to 
obtain information necessary to detect and deter market manipulation 
and other trading abuses. Consequently, the Commission generally 
insists 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.q., Securities 
Exchange Act Release No. 31529 (November 27, 1992), 57 FR 574248 
(December 3, 1992) (File No. Amex-91-26) (order approving proposed 
rule changes relating to the listing and trading of options on 
American Depositary Receipts and preferred stock).
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    The Commission notes that the PSE and the TSE have entered into a 
Memorandum of Understanding (``MOU'') which appears to enable the 
Exchange to obtain necessary surveillance information concerning the 
trading of the component stocks of the Index, including the identity of 
persons who execute transactions on either the TSE or the PSE.\19\ The 
Commission recognizes, however, that there are conditions that affect 
the flow of information under the MOU between the two exchanges. While 
the TSE has represented that there are no TSE rules or Taiwanese laws 
that might act to restrict the flow of market surveillance information, 
any request that involves information on an investor's identity or any 
information that is confidential or classified must be approved by the 
Taiwan Securities and Exchange Commission (``TSEC''). The TSEC will 
review the request on a case-by-case basis in deciding whether to 
permit the TSE to provide the information to the PSE. As such, 
pertinent transaction, clearing, or customer identity information that 
may be necessary for the PSE to review during an investigation might 
need approval by the TSEC before it could be relayed to the PSE.
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    \19\ See Memorandum of Understanding Concerning the Provision of 
Information for the Purpose of Regulation and Enforcement between 
the Pacific Stock Exchange and the Taiwan Stock Exchange, dated 
October 22, 1993.
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    In most situations, in the absence of a fully effective 
surveillance sharing agreement between exchanges, the Commission finds 
it difficult to conclude that a derivative product, such as the Dow 
Jones & Co. Taiwan Index options, is not susceptible to manipulation. 
Other factors, however, mitigate such a conclusion in this instance and 
support approval of the PSE's proposal. First, while the size of the 
underlying market is not necessarily determinative of whether a 
particular derivative product is readily susceptible to manipulation, 
the size of the market underlying the Dow Jones & Co. Taiwan Index 
makes it less likely that the proposed Index options are readily 
susceptible to manipulation.
    Second, the PSE and the TSE, as discussed above, have signalled 
their intentions to prevent cross-border fraud and manipulation by 
entering into a MOU.
    Third, although it appears that the TSEC has the ability to limit 
or condition the information to be provided by the TSE to the PSE, the 
TSEC has stated to the Commission that it would share surveillance 
information with the Commission on a case-by-case basis.\20\ Moreover, 
in connection with the Commission's review of a proposal by the CME to 
trade futures on the Dow Jones & Co. Taiwan Index, the CME provided an 
opinion of counsel that indicates that the TSEC has the authority to 
obtain market oversight information that the Commission might 
request.\21\ Consequently, it appears as though the TSEC can obtain the

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necessary information and is willing to provide it to the Commission. 
The Commission believes that this, along with the PSE's agreement with 
the TSE, should help to detect as well as to deter potential 
manipulation.
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    \20\ Such information would include transaction, clearing, and 
customer identity information necessary to conduct an investigation.
    \21\ See letter from Carl A. Royal, Senior Vice President, 
Chicago Mercantile Exchange, to Jane C. Kang, Special Counsel, CFTC, 
and Howard Kramer, Associate Director, Division of Market 
Regulation, Commission, dated September 12, 1996.
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    While the situation described above is not ideal, the Commission 
believes that it is adequate in light of the circumstances and 
considering the large capitalizations, substantial trading volume, wide 
diversity of the component stocks in the Dow Jones & Co. Taiwan Index, 
and the size of the market underlying the Index.\22\
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    \22\ The Commission has similarly explored alternatives in other 
instances when the relevant foreign exchange was unwilling or unable 
to enter into a comprehensive surveillance sharing agreement. See, 
e.q., Securities Exchange Act Release No. 36070 (August 9, 1995), 60 
FR 42205 (August 15, 1995) (order approving proposed rule change 
relating to the listing and trading of warrants on the Deutscher 
Aktienindex).
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    The Commission finds good cause to approve Amendment No. 1 to the 
proposed rule filing prior to the thirtieth day after the date of 
publication of notice of filing thereof in the Federal Register. 
Amendment No. 1 to the PSE's proposal describes details of certain 
Index maintenance procedures. In this regard, the Commission believes 
that the Exchange's review of the Index's component securities for 
liquidity, capitalization, and concentration levels will help to ensure 
that the Index maintains its intended market character as well as 
remains an appropriate trading vehicle for public customers. In 
addition, Amendment No. 1 changes the Exchange's dissemination 
procedures. Rather than calculating and disseminating the Index value 
every fifteen seconds throughout the trading day, the Exchange will 
disseminate the Index value only at the beginning of each trading day. 
The Commission believes that in light of the PSE's assurances that the 
Index value will be widely available to investors throughout the 
trading day through data vendors as well as through the Dow Jones 
Global Index web site, and because stock exchange trading in Taiwan and 
U.S. markets do not overlap, approval of the amendment is appropriate. 
The changes proposed by Amendment No. 1 are minor, technical, or 
clarify and, for the reasons noted above, do not raise any new 
regulatory issues. The Commission also notes that no comments were 
received on the original PSE proposal, which was subject to the full 
21-day notice and comment period. Accordingly, the Commission believes 
that it is consistent with Section 6(b)(5) of the Act to approve 
Amendment No. 1 to the proposed rule change on an accelerated basis.
    Interested persons are invited to submit written data, views, and 
arguments concerning Amendment No. 1 to the rule proposal. 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 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 PSE. All submissions should refer to 
File No. SR-PSE-96-40 and should be submitted by January 23, 1997.

IV. Conclusion

    For the foregoing reasons, the Commission finds that the PSE's 
proposal to list and trade index options based on the Dow Jones & Co. 
Taiwan Index is consistent with the requirements of the Act and the 
rules and regulations thereunder.
    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\23\ that the proposed rule change (SR-PSE-96-40), as amended, is 
approved.

    \23\ 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.\24\
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    \24\ 17 CFR 200.30-3(a)(12).
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Jonathan G. Katz,
Secretary.
[FR Doc. 96-33314 Filed 12-31-96; 8:45 am]
BILLING CODE 8010-01-M