[Federal Register Volume 84, Number 144 (Friday, July 26, 2019)]
[Notices]
[Pages 36129-36133]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-15873]
[[Page 36129]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-86429; File No. SR-CBOE-2019-038]
Self-Regulatory Organizations; Cboe Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
its Maintenance Listing Standards for Options on Certain Indexes Under
Rule 24.2.01(b)(2)
July 22, 2019.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on July 22, 2019, Cboe Exchange, Inc. (the ``Exchange'' or ``Cboe
Options'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and
II, below, which Items have been prepared by the Exchange. The Exchange
filed the proposal as a ``non-controversial'' proposed rule change
pursuant to Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-
4(f)(6) thereunder.\4\ The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A)(iii).
\4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Cboe Exchange, Inc. (the ``Exchange'' or ``Cboe Options'') proposes
to amend its maintenance listing standards for options on certain
indexes under Rule 24.2.01(b)(2). The text of the proposed rule change
is provided in Exhibit 5.
The text of the proposed rule change is also available on the
Exchange's website (http://www.cboe.com/AboutCBOE/CBOELegalRegulatoryHome.aspx), at the Exchange's Office of the
Secretary, and at the Commission's Public Reference Room.
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 IV 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 Exchange proposes to amend the listing criteria in Rule
24.01(b) for options that overlie certain indexes. Specifically, Rule
24.2.01(b) establishes maintenance listing standards that apply to
options on the MSCI Emerging Markets (``EM'') Index. The proposed rule
change does not impact options on the MSCI EAFE (``EAFE'').\5\ Rule
24.2.01(b)(2), requires that the total number of component securities
in the index may not increase or decrease by more than 35% from the
number of component securities in the index at the time of its initial
listing. Due to global market trends and the overall objectives of the
EM Index, as described below, the EM Index no longer meets the
maintenance listing standard set forth under Rule 24.2.01(b)(2), and,
thus, the Exchange now seeks approval to amend its rules in order to
continue to list series of options on the EM Index. Specifically, the
Exchange proposes to amend Rule 24.4.01(b)(2) to provide an exception
for the EM Index component securities in which the total of the
component securities in the index may not increase or decrease more
than 10% over the last six month period.
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\5\ The Rule also governs options on the FTSE Emerging and FTSE
Developed Europe indexes. The Exchange has not listed FTSE Developed
Europe Index options and delisted FTSE Emerging Index options on
January 5, 2018. See http://www.cboe.com/publish/OptionClassDelistings/Class%20Delisting%20010518.pdf (January 5,
2018).
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The EM Index is designed to capture large and mid-cap
representation across emerging market countries. In particular, it is
built to ``be flexible enough to adjust quickly to a constantly
changing opportunity set'', that is, emerging markets.\6\ It seeks ``to
capitalize on the unique attributes of these vibrant economies'', which
includes ``superior growth potential''.\7\ Indeed, EM has experienced a
continuous rise in the number of its component securities, which has
recently climbed to over a 35% increase from the number of its total
initial components. When initially listed on the Exchange in 2015, the
EM Index consisted of the following 23 emerging market country indexes:
Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary,
India, Indonesia, Korea, Malaysia, Mexico, Peru, Philippines, Poland,
Qatar, Russia, South Africa, Taiwan, Thailand, Turkey and United Arab
Emirates. At that time, the EM Index had 834 constituents which covered
approximately 85% of the free float-adjusted market capitalization in
each country. Since its initial listing, Argentina,\8\ Pakistan,\9\ and
Saudi Arabia \10\ have joined the list of countries represented in the
EM Index, and its number of constituents has grown to a total of 1,194,
which still covers approximately 85% of the free float-adjusted market
capitalization in each country represented. As a result of the growth
of the emerging markets represented, the index has experienced
continued expansion. The Exchange notes that the cumulative average
growth rate of the EM Index component securities since 2015 has
averaged 4.5% every 6 months. In the 6-month window from January 2019
through July 2019 the EM Index experienced approximately a 6.2%
increase in component securities, and, in the second quarter of 2019
alone, 26 Chinese stocks, 30 Saudi Arabian stocks, eight Argentinian
stocks were added to the EM Index. Over recent years, the component
securities of the EM Index have grown to a market capitalization of
5,521,075.33 (USD Millions) (up from 3,219,779.13 in 2016) and average
market capitalization per constituent of 4,624.02 (up from 3,846.81 in
2016). In addition to this, the components securities have an average
daily volume of over 42 billion, and an average daily volume per
constituent of over 35 million. Additionally, the largest constituent
in the EM Index currently only accounts for 4.67% of the weight of the
EM Index.\11\
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\6\ See MSCI Emerging Markets Index brochure (dated May 2019)
located at: https://www.msci.com/documents/1296102/15035999/USLetter-MIS-EM-May2019-cbr-en.pdf/fb580e1e-d54c-4c68-1314-977bbff69bd7?t=1559125400402.
\7\ Id.
\8\ Added in June 2018.
\9\ Added in June 2017.
\10\ Added in June 2018.
\11\ See MSCI Emerging Markets Index fact sheet (dated June 28,
2019) located at: http://www.msci.com/resources/factsheets/index_fact_sheet/msci-emerging-markets-index-usd-price.pdf.
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Given the increasingly high number of constituents and
capitalization of the EM Index, the deep and liquid markets for the
securities underlying the index, and the low percentage each
constituent comprises of the total EM Index weight, and the recent
growth patterns, as well as the Exchange's expectations that these
growth trends will continue into the future, the concerns for market
manipulation and/or disruption in the underlying markets are greatly
reduced. The Exchange also notes that the
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proposed amended listing standard is designed to prevent more than 10%
decreases over 6-month periods at a time, which, in turn, ensures that
no significant decreases will occur over shorter periods of time that
could potentially render the EM Index more susceptible to manipulation
and/or disruption in the underlying markets.
Regarding the proposed threshold, the Exchange believes that 10%
component securities changes applied every 6 months is sufficient to
detect significant increases or, more importantly, successive decreases
over time that could, in theory, reduce component securities to a point
that might potentially raise concerns regarding manipulation of the
index itself. The Exchange also notes that the proposed threshold is
sufficient in monitoring for material increases that might potentially
change the character of the index over which broad-based index options
are issued; if the index grows too quickly it may raise surveillance
issues and the Exchange must ensure it has the capacity to enforce its
own rules so as for surveillance to continuously to be able to properly
monitor the index. The Exchange also believes that the proposed
threshold is wide enough to allow for the more rapid, shorter-term
changes (e.g. an average 4.5% increase in constituents every 6 months
since 2015) experienced by emerging markets that the EM Index is
designed to capture. For example, the proposed standard would allow for
the swift growth in the emerging markets like that of the most recent
EM Index component increase of approximately 6.2% over the first 6
months of 2019, and, if in the second half of 2019, the component
makeup of the index decreased 10% from its total in July, it would not
be listed until compliant with the threshold. Under the current
component threshold, which measures a 35% decrease or increase from the
EM Index's initial listing, such a swift, shorter-term change would
likely not be detected and/or addressed, potentially exposing the
underlying securities to increased risk of manipulation and/or
disruption. The Exchange believes that the proposed threshold is more
restrictive than the 35% threshold, which other exchanges also have in
place,\12\ as it measures for smaller increases over shorter period of
time, which is better aligned with the way the EM Index has
continuously grown over the past three years and is expected to
grow.\13\ The 10% over 6 month threshold is more restrictive because it
will capture incremental changes in the component securities before
they compound to greater, material levels of change, for which the 35%
threshold allows. As the EM Index stands today, the current 35%
threshold would allow for the component securities to decrease by
approximately 54.5%, that is, from the current 1,194 component
securities to 543 component securities, which is the number of
component securities that would constitute just over a 35% decrease
from the 834 component securities when initially listed. Therefore, the
Exchange believes that the proposed threshold is more restrictive as it
would not allow for such significant changes to occur. The Exchange
notes that, theoretically, incremental decreases over a long period of
time could evolve into a greater, material change like that described
above, however, this is unlikely given the extensive growth patterns of
the EM Index over the recent years and the Exchange's expectation that
similar growth will continue. The Exchange currently maintains ``watch
lists'' made up of countries and indexes with large constituent count
changes which it reviews at least quarterly. If the Exchange determines
from its reviews that a downside change in an index's composition would
affect the protection of investors, it may cease listing series on such
index pursuant to Rule 5.4, even if the index is still compliant with
the component security threshold. Furthermore, the Exchange notes that
while a component threshold fixed at the point of initial listing may
be aligned with an index that is meant to represent a relatively fixed
constituent count reflection of large-cap stocks, such as the S&P 500
Index, this criteria is not compatible with the EM Index, which contain
mid-cap components and is designed to be flexible to change over time
as the represented markets change.
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\12\ See NASDAQ Options Rules, Chapter XIV, Sec. 3(e).
\13\ The Exchange also notes that the generic listing standards
applicable to ETPs listed on other national securities exchanges
(e.g., Cboe BZX Exchange Rule 14.11(c)(3)(A)(ii)) do not include any
requirements based on the increase or decrease in component
securities, and instead only require that an ETP based on an index
that includes non-U.S. component stocks includes at least 20
component securities, among other diversification, liquidity, and
market cap requirements. As such, an ETP based on the EM Index would
not be delisted based on a percentage increase or decrease in
component securities as long as it continued to have at least 20
component securities. Therefore, the Exchange believes that the
proposed threshold is more restrictive than the current standard for
listing products on the EM Index.
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The Exchange represents that reducing the threshold and specifying
a certain period of time from which the threshold is measured will not
have an adverse impact on the Exchange's surveillance program. The
Exchange will continue to use the same surveillance procedures
currently utilized for each of the Exchange's other index options.
Currently, the Exchange conducts formal semi-annual reviews, as well as
intermediate reviews on at least a quarterly basis to identify
potential compliance concerns in connection with the continued listing
standards in advance of its formal semi-annual index maintenance
reviews. The Exchange believes the frequency of these reviews will
continue to successfully identify and address continued listing
compliance risks for the EM Index.
EM options are currently listed for trading on the Exchange. The
Exchange generally adds new series after an expiration, which allows
trading to commence in the new series on the first trading day after
the expiration date. The Exchange currently lists EM options that
expire monthly, as well as Friday-expiring weekly options. In addition
to this, the Exchange offers FLEX options on this index, which may only
be listed if the standard options on an index are authorized to be
listed. Specifically, additional series of weekly EM options may no
longer be scheduled to be added, nor will additional monthly series
after expiration on July 19, 2019, which would allow trading to
commence in the additional series on the next trading day of July 22,
2019. Without this amendment, EM options cannot meet the continuing
listing criteria of Rule 24.2.01(b), specifically the criteria under
(b)(2), which will prevent the Exchange from adding weekly and monthly
EM options.
Market participants have already begun to express concern to the
Exchange regarding interruption in their trading of series on the EM
Index. Indeed, market participants that intend to write optionality
with weekly expiration dates in the upcoming weeks will, instead, have
to take their volume OTC. This poses counter party risks to which a
market participant would not otherwise have exposure if series were
available on the EM Index. The inability to add the EM options would be
a detriment to market participants seeking to hedge positions in ETPs
based on the EM Index, options on EEM and EM futures, and European-
traded derivatives on the EM Index. Further, there are ETPs that use
options on the EM Index as part of their investment strategy. Without
the ability to add the EM options, these ETPs could be unable to
achieve their investment objective, to the detriment of investors.
Additionally,
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to the extent market participants want to roll a position in EM options
that expire in July to series at a later expiration date and at a
favorable or comparable price, they will be prevented from doing so
without this amendment. Furthermore, in the time in which the Exchange
may not list additional series on EM, FLEX trades which may result in
the creation of new FLEX series will be nullified, which may cause
confusion and prove burdensome to market participants.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of Section 6(b) of the Act.\14\ Specifically, the
Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \15\ requirements that the rules of an exchange be
designed to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, to foster cooperation
and coordination with persons engaged in regulating, clearing,
settling, processing information with respect to, and facilitating
transactions in securities, 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. Additionally,
the Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \16\ requirement that the rules of an exchange not be
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
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\14\ 15 U.S.C. 78f(b).
\15\ 15 U.S.C. 78f(b)(5).
\16\ Id.
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In particular, the Exchange does not believe that the EM Index is
easily susceptible to manipulation. This index is a broad-based index
and has high market capitalization. As described above, the EM Index is
comprised of 1,194 component securities, the component securities have
a market capitalization of 5,521,075.33 (USD Millions) and an average
daily volume of over 42 billion, and no single component comprises more
than 4.67% of the index, making it not easily subject to market
manipulation.
The proposed change will 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, because it is
designed to allow the Exchange to continue to list EM options in a
manner that is aligned with the EM Index's objective to be flexible
enough to adjust quickly to constantly changing emerging markets and
capitalize on their ``superior growth potential'', while also ensuring
that its underlying markets do not become susceptible to manipulation
and/or disruption by monitoring for significant component changes
(importantly, decreases) over a shorter-term period of time, which is
better aligned with the way in which emerging markets change over time.
The Exchange believes that the 10% component threshold is sufficient to
detect significant decreases that may pose risk of manipulation or
disruption in the underlying securities, while also being wide enough
to allow for the rapid and continuous changes emerging markets
experience that the EM Index is designed to capture. The Exchange
believes this protects investors by allowing the continued listing of
EM Index options as the EM Index continues to change (as it is designed
to do), and therefore the continued, uninterrupted investor
participation in such options, while also ensuring that the underlying
securities do not become susceptible to risk of manipulation and/or
disruption.
The Exchange believes that the proposed change serves to protect
investors and the public interest because it is more restrictive than
the current component threshold, as well as component thresholds on
other exchanges.\17\ As stated, the current 35% threshold would allow
for significant decreases in the number of component securities,
whereas the proposed threshold allows only for smaller decreases in the
component securities captured over shorter periods of time, which is in
line with the more rapid way in which the EM Index changes and ensures
component changes are flagged prior to becoming greater, material
changes to the EM Index. Given the historical growth trends and the
Exchange's expectations that these growth trends will continue into the
future for the EM Index, the Exchange does not believe that incremental
decreases will aggregate to a material decrease. The Exchange maintains
and monitors its constituent and country watch list, and, if it
determines that a component change adversely impacts investors, it may
cease listing series on an index pursuant to Rule 5.4, even if the
index is still compliant with the threshold.
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\17\ See supra note 12.
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In addition to this, because a total component securities standard
is not essential to the continued listing standards for EM Index-based
products, the Exchange believes the proposed change is not a novel
change and serves to protect investors as it is an additional
protection against potential manipulation and/or disruption in the
underlying securities in a manner that maintains stability during both
upside and downside swings, as well as the integrity of the index
continuously over time.
As stated above, without this amendment, the Exchange is no longer
able to list new series of weekly or monthly options on the EM Index.
The Exchange believes that the proposed amendment is necessary for the
protection of investors and the public interest, as without such an
amendment, EM options cannot meet the continuing listing criteria under
Rule 24.2.01(b)(2), which will prevent the Exchange from adding the
weekly and monthly EM options. Indeed, market participants that intend
to write optionality with weekly expiration dates in the upcoming weeks
will, instead, have to take their volume OTC. OTC poses counter party
risks for investors that they would not normally otherwise choose to be
subject to if series on the EM Index were available for trading. The
inability to add the EM options would be a detriment to market
participants seeking to hedge positions in ETPs based on the EM Index
(e.g., EEM), options on EEM and EM futures, and European-traded
derivatives on the EM Index. Further, there are ETPs that use options
on the EM Index as part of their investment strategy. Without the
ability to add the EM options, these ETPs could be unable to achieve
their investment objective, to the detriment of investors.
Additionally, market participants that wish to roll a position in EM
options that expire in July to a position in a series with a later
expiration month at a favorable or comparable price, will be prevented
from doing so without this amendment. Furthermore, in the time in which
the Exchange may not list additional series on EM, FLEX trades which
may result in the creation of new FLEX series will be nullified, which
may cause confusion and prove burdensome to market participants. Since
the discontinuation of new series listed on the EM Index on July 1,
2019, multiple market participants have express their concern to the
Exchange regarding interruption of their activity in EM Index series.
B. Self-Regulatory Organization's Statement on Burden 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
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of the purposes of the Act. The Exchange does not believe the proposed
rule change will impose any burden on intramarket competition that is
not necessary or appropriate in furtherance of Act as the proposed rule
change will facilitate the continued listing and trading of options on
the EM Index, on which series are already listed and readily available
for all market participants to trade, as will be the case for series
added following the EM Index's compliance with the implementation of
the proposed continued listing standards.
The Exchange does not believe that the proposed change will impose
any burden on intermarket competition that is not necessary or
appropriate in furtherance of Act as the proposed rule change does not
alter the types of products offered by the Exchange in which market
participants already may choose to participate. The proposed change
merely allows the Exchange to continue listing certain index options in
light of shifting global markets and continue to adequately surveil for
any concerning changes.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \18\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\19\
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\18\ 15 U.S.C. 78s(b)(3)(A)(iii).
\19\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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A proposed rule change filed under Rule 19b-4(f)(6) normally does
not become operative for 30 days after the date of the filing. However,
Rule 19b-4(f)(6)(iii) \20\ permits the Commission to designate a
shorter time if such action is consistent with the protection of
investors and the public interest. In its filing, Cboe Options
requested that the Commission waive the 30-day operative delay. The
Exchange indicated that its proposed revised component threshold for
options on the EM index is more restrictive than the current component
threshold in that it will allow only for smaller decreases in the
number of component securities captured over shorter periods of time,
which the Exchange believes is more in line with the way in which the
EM index changes and will better ensure that the Exchange can flag
component changes prior to becoming material changes to the EM index.
In addition, the Exchange explained that waiver of the operative delay
will allow it to continue to list options on the EM index in a manner
that is in line with the index's objective, with the flexibility to
capture the growth in emerging markets, allowing for investor
participation in options on this index while avoiding an interruption
caused by a discontinuation of new series. The Commission believes that
waiver of the 30-day operative delay is consistent with the protection
of investors and the public interest as the revised standard applies
only to options on the EM index and is narrowly tailored within the
bounds of existing listing requirements by imposing a lower component
securities change threshold measured over a shorter period of time.
Further, waiver is consistent with the protection of investors and the
public interest in that it will avoid the potential for disruption
associated with an interruption in the continuity of listings of index
options on the EM index. Accordingly, the Commission waives the 30-day
operative delay and designates the proposed rule change operative upon
filing.\21\
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\20\ 17 CFR 240.19b-4(f)(6)(iii).
\21\ For purposes only of waiving the 30-day operative delay,
the Commission 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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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is: (i)
Necessary or appropriate in the public interest; (ii) for the
protection of investors; or (iii) otherwise in furtherance of the
purposes of the Act. If the Commission takes such action, the
Commission shall institute proceedings to determine whether the
proposed rule should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-CBOE-2019-038 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-CBOE-2019-038. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
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 website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-CBOE-2019-038 and should be submitted on
or before August 16, 2019.
[[Page 36133]]
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\22\
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\22\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-15873 Filed 7-25-19; 8:45 am]
BILLING CODE 8011-01-P