[Federal Register Volume 65, Number 160 (Thursday, August 17, 2000)]
[Notices]
[Pages 50255-50258]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-20885]



[[Page 50255]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-43134; File No. SR-CBOE-00-23]


Self-Regulatory Organizations; Notice of Filing and Order 
Granting Accelerated Approval of Proposed Rule Change by the Chicago 
Board Options Exchange, Inc., Relating to Listing Standards for Trust 
Issued Receipts

August 10, 2000.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on June 12, 2000, the Chicago Board Options Exchange, Inc. (``CBOE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I and II below, which Items have been prepared by the Exchange. 
On June 30, 2000, the CBOE submitted Amendment No. 1 to the proposed 
rule change. \3\ On July 31, 2000, the CBOE submitted Amendment No. 2 
to the proposed rule change. \4\ The Commission is publishing this 
notice to solicit comments on the proposed rule change, as amended, 
from interested persons and to grant accelerated approval to the 
proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ In Amendment No. 1, the CBOE withdrew the portion of the 
proposed rule change that would have permitted the Exchange to trade 
trust issued receipts pursuant to Rule 19b-4(e). See Letter to 
Heather Traeger, Attorney, Division of Market Regulation 
(``Division''), SEC, from Angelo Evangelou, Attorney, Legal 
Division, CBOE, dated June 29, 2000 (``Amendment No. 1'').
    \4\ In Amendment No. 2, the CBOE added a description of how 
HOLDRs, a type of trust issued receipt, will trade on the CBOE as 
well as other salient characteristics of HOLDERs. See Letters to 
Heather Traeger, Attorney, Division, SEC, from Angelo Evangelou, 
Attorney, Legal Division, CBOE, dated July 28, 2000 (``Amendment No. 
2'').
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The CBOE proposes to adopt listing standards to allow the Exchange 
to list and trade trust issued receipts. The text of the proposed rule 
change is available at the Office of the Secretary, CBOE and at the 
Commission.

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 Exchange 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 specified in 
Item III below. The Exchange 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

1. Purpose
    The CBOE is proposing to adopt new listing standards to allow the 
Exchange to list and trade trust issued receipts. Upon approval of the 
listing standards, the CBOE intends to trade, whether by listing or 
pursuant to unlisted trading privileges (``UTP''), Holding Company 
Depositary Receipts (``HOLDRs''), a type of trust issued receipt, that 
are currently listed and traded on other securities exchanges.
i. Trust Issued Receipts Generally
    Trust issued receipts are negotiable receipts that are issued by a 
trust representing securities of issuers that have been deposited and 
are held on behalf of the holders of the trust issued receipts. Trust 
issued receipts are designed to allow investors to hold interests in a 
variety of companies throughout a particular industry in a single, 
exchange-listed and traded instrument that represents beneficial 
ownership in the deposited securities. Holders may cancel their trust 
issued receipts at any time to receive the deposited securities.
    Beneficial owners of the receipts will have the same rights, 
privileges and obligations as they would have if they beneficially 
owned the deposited securities outside of the trust issued receipt 
program. Holders of the receipts have the right to instruct the trustee 
to vote the deposited securities evidenced by the receipts. They will 
receive reports, proxies, and other information distributed by the 
issuers of the deposited securities to their security holders and will 
receive dividends and other distributions declared and paid by the 
issuers of the deposited securities to the trustee.
    Trust issued receipts will be issued by a trust created pursuant to 
a depository trust agreement. After the initial offering, the trust may 
issue additional receipts on a continuous basis when an investor 
deposits the requisite securities with the trust. An investor in trust 
issued receipts will be permitted to withdraw his or her deposited 
securities upon delivery to the trustee of one or more round-lots of 
100 trust issued receipts. Conversely, an investor may deposit the 
necessary securities and receive trust issued receipts in return.
ii. Criteria for Initial and Continued Listing
    The Exchange believes that the listing criteria proposed in its new 
rule are generally consistent with the listing criteria currently used 
by the American Stock Exchange (``Amex''), the Chicago Stock Exchange 
(``CHX''), and the Boston Stock Exchange (``BSE'').\5\
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    \5\ See Securities Exchange Act Release No. 41892 (September 21, 
1999) 64 FR 522559 (September 29, 1999) (approving listing and 
trading of trust issued receipts and Internet HOLDRs on the Amex); 
Securities Exchange Act Release No. 42056 (October 22, 1999), 64 FR 
58870 (November 1, 1999) (approving listing and trading of trust 
issued receipts and Internet HOLDRs on the CHX pursuant to UTP); and 
Securities Exchange Act Release No. 42347 (January 18, 2000), 65 FR 
4451 (January 27, 2000) (approving listing and trading of trust 
issued receipts and Internet HOLDRs on the BSE pursuant to UTP).
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    If trust issued receipts are to be listed on the CBOE, the Exchange 
will establish a minimum number of receipts that must be outstanding at 
the time trading commences on the Exchange, and such minimum number 
will be included in any required submission to the Commission. In 
connection with continued listing, the Exchange will consider the 
suspension of trading in, or removal from listing of, a series of trust 
issued receipts when any of the following circumstances arise: (1) the 
trust has more than 60 days remaining until termination and their have 
been fewer than 50 record and/or beneficial holders of the trust issued 
receipts for 30 or more consecutive trading days; (2) the trust has 
fewer than 50,000 receipts issued and outstanding; (3) the market value 
of all receipts issued and outstanding is less than $1 million; or (4) 
such other event occurs or condition exists which, in the opinion of 
the Exchange, makes further dealings on the Exchange inadvisable. These 
flexible criteria will allow the Exchange to avoid delisting trust 
issued receipts (and possibly terminating the trust) due to relatively 
brief fluctuations in market conditions that may cause the number of 
holders to vary. However, these delisting criteria will not be applied 
for the initial 12-month period following formation of a trust and 
commencement of trading on the Exchange.
    In addition, if the number of companies represented by the 
deposited securities drops to fewer than nine, and each time the number 
of companies is reduced thereafter, the Exchange will consult with the 
staff of the Division of Market Regulation to confirm the

[[Page 50256]]

appropriateness of continued listing of the trust issued receipts.
iii. Exchange Rules Applicable to the Trading of Trust Issued Receipts
    Trust issued receipts are considered ``securities'' under the Rules 
of the Exchange and are subject to all applicable trading rules, 
including the provisions of CBOE Rule 30.76 (Trade-Throughs), which 
prohibit Exchange members from initiating trade-throughs for ITS 
securities. The trust issued receipts are also subject to CBOE's rules 
governing equity margin, priority, parity and precedence of orders, 
market volatility related trading halt provisions, and responsibilities 
of Market-Makers and Designated Primary Market-Makers.\6\
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    \6\ However, the Exchange's rules relating to odd lot executions 
will not apply, because trust issued receipts are traded only in 
round lots or round lot multiples. Additionally, the Exchange 
understands that the Commission has provided an exemption from the 
short sale rule, Rule 10a-1 under the Act, 17 CFR 240.10a-1, for 
transactions in securities issued under the HOLDRs program. The CBOE 
will issue a notice to its members detailing the terms of the 
exemption. See Letter to Claire P. McGrath, Vice President and 
Special Counsel Derivative Securities, Amex, from James A. 
Brigagliano, Assistant Director, Division, SEC, dated November 3, 
1999.
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    Trust issued receipts are currently traded on the Amex, CHX and BSE 
at minimum variations of 1/16th of $1.00 for trust issued receipts 
selling at or above $.25 and 1/32nd of $1.00 for those selling below 
$.25. The CBOE is proposing the same minimum fractional increments for 
the trading of trust issued receipts on the Exchange, until decimal 
pricing is implemented for trust issued receipts.
    The Exchange's surveillance procedure for trust issued receipts 
will be similar to the procedures used for index portfolio receipts 
(``IPRs'') and other equity non-option products traded on the CBOE and 
will incorporate and rely upon existing CBOE surveillance systems.
    Prior to the commencement of trading in trust issued receipts, the 
Exchange will issue a circular to members highlighting the 
characteristics of trust issued receipts, including that trust issued 
receipts are not individually redeemable. In addition, the circular 
will inform members of Exchange policies about trading halts in such 
securities. First, the circular will advise that trading will be halted 
in the event the market volatility trading halt parameters set forth in 
CBOE Rule 6.3B have been reached. Second, the circular will advise 
that, in addition to other factors that may be relevant, the Exchange 
may consider factors such as those set forth in CBOE Rule 24.7 in 
exercising its discretion to halt or suspend trading. These factors 
would include: (1) whether trading has been halted or suspended in the 
primary market(s) for any combination of underlying stocks accounting 
for 20% or more of the applicable current index group value; or (2) 
whether other unusual conditions or circumstances detrimental to the 
maintenance of a fair and orderly market are present.
iv. Disclosure to Customers
    The Exchange will require its members to provide all purchasers of 
newly issued trust issued receipts with a prospectus for that series of 
trust issued receipts.
v. Trading of HOLDRs
    Upon approval of the CBOE's listing standards for trust issued 
receipts, the Exchange intends to begin trading the HOLDRs that are 
currently trading on other securities exchanges, pursuant to UTP. 
Specifically, the Exchange may seek to trade Biotech HOLDRs, Internet 
HOLDRs, Broadband HOLDRs, B2B Internet HOLDRs, Internet Architecture 
HOLDRs, Internet Infrastructure HOLDRs, Pharmaceutical HOLDRs, 
Semiconductor HOLDRs, and Telecom HOLDRs. The following section 
contains information about HOLDRs generally. This information is based 
upon descriptions included in the various HOLDRs prospectuses and 
depositary trust agreements, the Amex submissions relating to its trust 
issued receipt listing proposal and the Commission's order approving 
the Amex proposal.
    Each of the companies represented by the securities in the 
portfolios underlying the aforementioned HOLDRs trusts were required to 
meet the following minimum criteria when they were selected: (1) each 
company's common stock was registered under Section 12 of the Exchange 
Act; \7\ (2) the minimum public float of each company included in the 
portfolio was at least $150 million; (3) each security was either 
listed on a national securities exchange or traded on Nasdaq and was a 
reported national market system security; (4) the average daily trading 
volume for each security was at least 100,000 shares during the 
preceding sixty-day trading period; and (5) the average daily dollar 
value of the shares traded during the preceding sixty-day trading 
period was at least $1 million. The initial weighting of each security 
in the portfolio was based on its market capitalization; however, if on 
the date such weighting was determined, a security represented more 
than 20% of the overall value of the receipt, then the amount of such 
security was to be reduced to no more than 20% of the receipt value.
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    \7\ 15 U.S.C. 781.
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vi. Trading Issues for HOLDRs
    A round lot of any of the above trust issued receipts represents a 
holder's individual and undivided beneficial ownership interest in the 
whole number of securities represented by the receipt. The amount of 
deposited securities for each round lot of 100 trust issued receipts 
will be determined at the beginning of the marketing period and will be 
disclosed in the prospectus to investors. Because trust issued receipts 
may be acquired, held or transferred only in round lots of 100 receipts 
or round lot multiples, orders for less than a round lot will be 
rejected, while orders for greater than a round lot, but not a round 
lot multiple, will be executed to the extent of the largest round lot 
multiple, rejecting the remaining odd lot.\8\
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    \8\ For example, an order for 50 trust issued receipts will be 
rejected, while an order for 1,050 trust issued receipts, will be 
executed in part (1,000) and rejected in part (50).
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    The CBOE believes that trust issued receipts will not trade at a 
material discount or premium to the assets held by the issuing trust, 
because the arbitrage process should promote correlative pricing 
between the trust issued receipts and the deposited securities. If the 
price of the trust issued receipt deviates enough from the portfolio of 
deposited securities to create a material discount or premium, an 
arbitrage opportunity would be created, allowing the arbitrageur 
either: (1) to buy the trust issued receipts at a discount, exchanging 
them for shares of the underlying securities and selling those shares 
at a profit; or (2) to sell the trust issued receipts short at a 
premium, buying the securities underlying the trust issued receipts, 
depositing them in exchange for the trust issued receipts, and 
delivering against the short position. In both instances, the 
arbitrageur locks in a profit and the markets move back into line.
vii. Maintenance of HOLDRs Portfolio
    Except when a reconsitution even occurs, as described below, the 
securities represented by a trust issued receipt will not change. 
According to the prospectuses of the HOLDRs product, under no 
circumstances will a new company be added to the group of issuers of 
the underlying securities, and weightings of component securities will

[[Page 50257]]

not be adjusted after they are initially set.\9\
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    \9\ However, the number of each security represented in a 
receipt may change due to certain corporate events such as stock 
splits or reverse stock splits on the deposited securities, and the 
relative weightings among the deposited securities may change based 
on the current market price of the deposited securities.
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viii. Reconstitution Events of HOLDRs
    As described in the aforementioned HOLDRs prospectuses, the 
securities underlying the trust issued receipts will be automatically 
distributed to the beneficial owners of the receipts in four 
circumstances:
    (1) If the issuer of the underlying securities no longer has a 
class of common stock registered under Section 12 of the Act,\10\ then 
its securities will no longer be an underlying security and the trustee 
will distribute the securities of that company to the owners of the 
trust issued receipts;
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    \10\ 15 U.S.C. 781.
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    (2) If the Commission finds that an issuer of underlying securities 
should be registered as an investment company under the Investment 
Company Act of 1940, and the trustee has actual knowledge of the 
Commission's finding, then the trustee will distribute the shares of 
that company to the owners of the trust issued receipts;
    (3) If the underlying securities of an issuer cease to be 
outstanding as a result of a merger, consolidation or other corporate 
combination, the trustee will distribute the consideration paid by and 
received from the acquiring company to the beneficial owners of the 
trust issued receipts, unless the acquiring company's securities are 
already included in the trust issued receipt as deposited securities, 
in which case such additional securities will be deposited into the 
trust; and
    (4) If an issuer's underlying securities are delisted from trading 
on a national securities exchange or Nasdaq and are not listed for 
trading on another national securities exchange or through Nasdaq 
within five business days from the date the deposited securities are 
delisted.
    As described in the prospectus, if a reconstitution event occurs, 
the trustee will deliver the deposited security to the investor as 
promptly as practicable after the date that the trustee has knowledge 
of the occurrence of a reconstitution event.
ix. Issuance and Cancellation of HOLDRs
    The trust will issue and cancel--and an investor may obtain, hold, 
trade or surrender--HOLDRs only in round lots of 100 or in round lot 
multiples. While investors will be able to acquire, hold, transfer and 
surrender a round lot of 100 trust issued receipts, the bid and asked 
prices will be quoted on a per receipt basis. The trust will issue 
additional receipts on a continuous basis when an investor deposits the 
required securities with the trust.
    An investor may obtain trust issued receipts by either purchasing 
them on an exchange or by delivering to the trustee the underlying 
securities evidencing a round lot of trust issued receipts. The trustee 
will charge an issuance and cancellation fee of up to $10.00 per 100 
trust issued receipts. Lower charges may be assigned for bulk issuances 
and cancellations. An investor may cancel trust issued receipts and 
withdraw the deposited securities by delivering a round lot or round 
lot multiple of the trust issued receipts to the trustee, during normal 
business hours. According to the prospectus, the trustee expects that, 
in most cases, it will deliver the deposited securities within one 
business day of the withdrawal request.
x. Termination of a HOLDRs Trust
    The trust shall terminate upon the earlier of: (1) the removal of 
the receipts from listing on a national securities exchange of Nasdaq 
if they are not listed for trading on another national securities 
exchange or Nasdaq within five business days from the date the receipts 
are delisted; (2) the trustee resigns and no successor trustee is 
appointed within 60 days from the date the trustee provides notice to 
the initial depositor of its intent to resign; (3) 75% of the 
beneficial owners of outstanding trust issued receipts (other than 
Merrill Lynch, Pierce, Fenner & Smith Incorporated) vote to dissolve 
and liquidate the trust; or (4) December 31, 2039. If a termination 
event occurs, the trustee will distribute the underlying securities to 
the beneficial owners as promptly as practicable after the termination 
event.
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b)(5) \11\ of 
the Act in that is it 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.
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    \11\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule 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

    No written comments were either solicited or received.

III. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change, as amended, is consistent with the Act. Persons making written 
submissions should file six copies thereof with the Secretary, 
Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, 
D.C. 20549-0609. 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 Room. Copies of such 
filing will also be available for inspection and copying at the 
principal office of the Exchange. All submissions should refer to File 
No. SR-CBOE-00-23 and should be submitted by September 7, 2000.

IV. Commission's Findings and Order Granting Accelerated Approval 
of proposed Rule Change

A. Generally

    The Commission finds that the proposed rule change is consistent 
with the requirements of Section 6(b)(5) of the Act \12\ and the rules 
and regulations thereunder applicable to a national securities 
exchange. Specifically, the Commission finds, as it did in the previous 
orders approving the listing and trading of trust issued receipts,\13\ 
that CBOE's proposal establishing listing standards for trust issued 
receipts will provide investors with a convenient and less expensive 
way of participating in the securities markets. The proposal should 
advance the public interest by

[[Page 50258]]

providing investors with increased flexibility in satisfying their 
investment needs by allowing them to purchase and sell a single 
security replicating the performance of a broad portfolio of stocks at 
negotiated prices throughout the business day. Accordingly, the 
Commission finds that the proposal will facilitate transactions is 
securities, removed impediments to and perfect the mechanism of a free 
and open market system, and, in general, to protect investors and the 
public interest. Moreover, the proposal is not designated to permit 
unfair discrimination between customers, issuers, brokers, or 
dealer.\14\
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    \12\ 15 U.S.C. 78f(b)(5).
    \13\ See supra note 5.
    \14\ In approving this rule, the Commission notes that it has 
also considered the proposed rule's impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
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    Although trust issued receipts are not leveraged instruments, and, 
therefore, do not possess any of the attributes of stock index options, 
their prices will be derived and based upon the securities held in 
their respective trusts. Accordingly, the level of risk involved in the 
purchase or sale or trust issued receipts is similar to the risk 
involved in the purchase or sale of traditional common stock, with the 
exception that the pricing mechanism for trust issued receipts is based 
on a basket of securities.\15\ Nevertheless, the Commission believes 
that the unique nature of trust issued receipts raises certain product 
design, disclosure, trading and other issues.
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    \15\ The Commission has concerns about continued trading of the 
trust issued receipts whether listed or pursuant to UTP, if the 
number of component securities falls to a level below nine 
securities, because the receipts may not longer adequately reflect a 
cross section of the selected industry. Accordingly, the CBOE has 
agreed to consult the Commission concerning continued trading, once 
the trust has fewer than nine component securities, and for each 
loss of a security thereafter.
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B. Trading of Trust Issued Recepits--Listing and UTP

    The Commission finds that the CBOE's proposal contains adequate 
rules and procedures to govern the trading of trust issued receipts 
whether by listing or pursuant to UTP and meets all of the specific 
criteria and listing standards that the Commission approved in earlier 
orders.\16\ This finding specifically extends to the CBOE's intention 
to trade certain of the HOLDRs type of trust issued receipt, currently 
limited to Biotech HOLDRs, Internet HOLDRs, Broadband HOLDRs, B2B 
Internet HOLDRs, Internet Architecture HOLDRs, Internet Infrastructure 
HOLDRs, Pharmaceutical HOLDRs, Semiconductor HOLDRs, and Telecom 
HOLDRs.\17\ Trust issued receipts are equity securities that will be 
subject to the full panoply of CBOE rules governing the trading of 
equity securities on the CBOE, including, among others, rules governing 
margin, the priority, parity and precedence of orders, responsibilities 
of the specialist, and operational and regulatory trading halts.\18\
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    \16\ See supra note 5.
    \17\ See infra note 20.
    \18\ Trading rules pertaining to the availability of odd lot 
trading do not apply because trust issued receipts only can be 
traded in round lots.
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    Moreover, in approving this proposal, the Commission notes the 
CBOE's representation that trust issued receipts will not trade at a 
material discount or premium in relation to the overall value of the 
trusts' assets because of potential arbitrage opportunities. The CBOE 
represents that the potential for arbitrage should keep the market 
price of a trust issued receipt comparable to the overall value of the 
deposited securities.
    Finally, the CBOE will apply surveillance procedures for trust 
issued receipts that incorporate and rely upon existing CBOE 
surveillance procedures governing equities. The Commission believes 
that these surveillance procedures will provide adequate safeguards to 
prevent manipulative acts and practices and to protect investors and 
the public interest.

C. Disclosure and Dissemination of Information

    The Commission believes that the CBOE's proposal will ensure that 
investors have sufficient information to be adequately apprised of the 
terms, characteristics, and risks of trading trust issued receipts. The 
CBOE will require its members to provide all purchasers of newly issued 
trust issued receipts with a prospectus for that series of trust issued 
receipt. The Commission also notes that upon the initial listing of any 
trust issued receipts, the CBOE will issue a circular to its members 
highlighting the characteristics of trust issued receipts, including 
that trust issued receipts are not individually redeemable.

D. Accelerated Approval

    CBOE has requested that the Commission find good cause for 
approving the proposed rule change prior to the thirtieth day after the 
date of publication of notice in the Federal Register. As noted above, 
the Commission has approved the listing and trading of trust issued 
receipts, including the aforementioned series of HOLDRs which the CBOE 
intends to trade pursuant to UTP, on other exchanges, under rules that 
are substantially similar to those in CBOE's proposal. The Commission 
published those rules in the Federal Register for the full notice and 
comment period. No comments were received on the proposed rules, and 
the Commission found them consistent with the Act.\19\ The Commission 
believes that trading of this product raises no novel regulatory issues 
that were not addressed in the previous filings. Accordingly, the 
Commission finds good cause for approving the proposed rule change 
prior to the thirtieth day after the date of publication of notice in 
the Federal Register.\20\
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    \19\ See supra, note 5.
    \20\ However, the Commission notes that, notwithstanding 
approval of the listing standards for trust issued receipts and, 
specifically, Biotech HOLDRs, Internet HOLDRs, Broadband HOLDRs, B2B 
Internet HOLDRs, Internet Architecture HOLDRs, Internet 
Infrastructure HOLDRs, Pharmaceutical HOLDRs, Semiconductor HOLDRs, 
and Telecom HOLDRs, other similarly structured products; including 
trust issued receipts based on other industries, will require review 
by the Commission prior to being traded on the Exchange. In 
addition, the CBOE may be required to submit a rule filing prior to 
trading a new issue or series on the Exchange.
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    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\21\ that the proposed rule change (SR-CBOE-00-23), is hereby 
approved on an accelerated basis.
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    \21\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority. \22\
Margaret H. McFarland,
Deputy Secretary.
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    \22\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 00-20885 Filed 8-16-00; 8:45 am]
BILLING CODE 8010-01-M