Federal Register / Vol. 61, No. 95 / Wednesday, May 15, 1996 / Notices 24517

Representative, 600 17th Street, N.W.,

Washington, DC 20508.

SUPPLEMENTARY INFORMATION: At the

request of India, a WTO dispute

settlement panel will examine whether

the United States application of a

transitional safeguard on U.S. imports of

woven wool shirts and blouses from

India is consistent with U.S. obligations

under the ATC. Effective July 17, 1995,

the United States applied a restriction

on imports of woven wool shirts and

blouses from India (category 440) at a

level of 76,698 dozen (60 FR 35899).

The U.S. took this action because it

determined that such imports were

contributing to serious damage, or

actual threat thereof, to the U.S.

industry. The U.S. held consultations

with India in April 1995 in accordance

with Article 6.7 of the Uruguay Round

Agreement on Textiles and Clothing

(ATC). Because no mutually satisfactory

solution was reached, the U.S. applied

a safeguard restriction in accordance

with Article 6.10 of the ATC. Article

6.10 provides that members taking

unilateral action must do so within 30

days after a 60 day consultation period,

which did not result in agreement. Also

pursuant to Article 6.10 of the ATC, the

WTO Textiles Monitoring Body (TMB)

automatically reviewed the case. The

TMB examined the matter on August

28–September 1, 1995. After its

examination of the case, the TMB

determined that there was no serious

damage to U.S. industry. However, the

TMB reached consensus that there was

actual threat of serious damage to the

U.S. industry and such threat was

properly attributed to imports from

India. On October 16, 1995, India

informed the TMB that it could not

conform with the TMB’s

recommendation. The TMB

subsequently issued a report on

December 8, 1995, affirming its original

finding and noted that it could not make

any additional recommendations

concerning the conclusions it reached

earlier. On March 14, 1996, pursuant to

Article 8.10 of the ATC, India sent a

letter to the Chairman of the WTO

Dispute Settlement Body requesting that

a panel review the matter.

Members of the panel are currently

being selected. The panel will meet with

the parties to the dispute twice at WTO

headquarters in Geneva, Switzerland to

examine the case. The panel is expected

to issue a report detailing its findings

and recommendations in six to nine

months from the date the panel is

established.

Major Issues Raised by India and

Alleged Legal Basis of the Complaint

India has alleged that the U.S.

safeguard restriction on woven shirts

and blouses imported from India is

inconsistent with Articles 6, 8 and 2 of

the ATC; that the U.S. restriction

nullifies or impairs benefits accruing to

India under the Agreement Establishing

the WTO, GATT 1994 and under the

ATC in particular; and that the U.S.

must withdraw the restraint. India also

requested supplementary findings from

the panel that the U.S. has to choose at

the beginning of the process whether it

will claim existence of serious damage

or actual threat because they are not

interchangeable (asserting that if serious

damage is not found there can be no

threat); and that the U.S. cannot impose

a restraint with retrospective effective

because there is no provision in the

ATC addressing the matter.

Public Comment: Requirements for

Submissions

Interested person are invited to

submit written comments concerning

the issues raised in the dispute. The

provisions of 15 CFR § 2006.13 (a) and

(c) (providing that comments received

will be open to public inspection) and

2006.15 will apply to comments

received. Comments must be in English

and provided in fifteen copies. Pursuant

to 15 CFR § 2006.15, confidential

business information must be clearly

marked ‘‘BUSINESS CONFIDENTIAL’’

in a contrasting color ink at the top of

each page.

Pursuant to § 127(e) of the URAA,

USTR will maintain a public file on this

dispute settlement proceeding, which

will include a list of comments

received, in the USTR Reading Room:

Room 101, Office of the United States

Trade Representative, 600 17th Street,

N.W., Washington, DC 20508. An

appointment to review the docket

(Docket WTO/D–5 ‘‘India-United States:

U.S. Safeguard Restrictions on Woven

Wool Shirts and Blouses’’) may be made

by calling Brenda Webb, (202) 395–

6186. The USTR Reading Room is open

to the public from 10 a.m. to 12 noon

and 1 p.m. to 4 p.m., Monday through

Friday.

Irving Williamson,

Deputy General Counsel.

[FR Doc. 96–12121 Filed 5–14–96; 8:45 am]

BILLING CODE 3190–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Rel. No. 21947;

812–9906; International Series Release No.

975]

Minorco S.A., Notice of Application

May 9, 1996.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Minorco S.A.

RELEVANT ACT SECTION: Order requested

under section 3(b)(2) of the Act or,

alternatively, under section 6(c) granting

an exemption from all provisions of the

Act.

SUMMARY OF APPLICATION: Applicant

seeks an order declaring that it is

primarily engaged in a business other

than that of investing, reinvesting,

owning, holding or trading in securities

or, alternatively, granting it an

exemption from all provisions of the Act

and the rules and regulations

thereunder.

FILING DATE: The application was filed

on December 14, 1995, and amendment

on May 7, 1996.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the SEC orders a hearing.

Interested persons may request a

hearing by writing to the SEC’s

Secretary and serving applicant with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

June 3, 1996, and should be

accompanied by proof of service on the

applicant, in the form of an affidavit or,

for lawyers, a certificate of service.

Hearing requests should state the nature

of the writer’s interest, the reason for the

request, and the issues contested.

Persons who wish to be notified of a

hearing may request such notification

by writing to the SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, N.W., Washington, D.C. 20549.

Applicant, c/o Minorco (U.S.A.) Inc., 30

Rockerfeller Plaza, Suite 4212, New

York, New York, 10112.

FOR FURTHER INFORMATION CONTACT:

Mary Kay Frech, Senior Attorney at

(202) 942–0579, or David M.

Goldenberg, Branch Chief, at (202) 942–

0564 (Division of Investment

Management, Office of Investment

Company Regulation).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application
24518 Federal Register / Vol. 61, No. 95 / Wednesday, May 15, 1996 / Notices

may be obtained for a fee from the SEC’s

Public Reference Branch.

Applicant’s Representations

1. Applicant, a Luxembourg

corporation, is a foreign private issuer

whose ordinary shares are listed on the

Luxembourg, London, Johannesburg,

and Paris stock exchanges. Applicant

has a market capitalization of over $6

billion and reported net earnings of

$365 million for calendar year 1995.

Applicant, together with its

consolidated subsidiaries (the ‘‘Group’’),

has over 20,000 employees worldwide

and is active in international natural

resources with operations across a broad

geographic and commodities spectrum.

The Group operates five business

segments: gold, base metals, industrial

minerals, paper and packaging, and

agribusiness.

2. Applicant is the successor to a line

of companies that have been in

existence since 1928 and that had their

origin in the operation of copper mines.

In 1987, the Group relocated its

headquarters to Luxembourg and

reorganized into a structure where

applicant became the parent company of

the Group. At that time, applicant held

within the Group significant interests in

operating companies involved in natural

resources businesses. Applicant

subsequently has focused on operating

as a natural resources company by

expanding its activities into the

ownership and operation of, and direct

participation in, resource-based assets,

and deemphasizing passive

investments. Since 1989, this strategy

has resulted in approximately $5.1

billion being spent on acquisitions and

other investments in operations

(including capital expenditures on

expansion of existing operations), and

the disposition of approximately $1.9

billion of non-controlling interests. All

of the acquisitions made by applicant

since 1989 have been of controlling

positions, or complete ownership, of

operating companies, with the

exception of two small strategic

investments made in connection with

larger transactions.

3. Applicant’s natural resources

business is operated worldwide through

three major wholly-owned holding

companies: Minorco (U.S.A.) Inc.

(‘‘Minorco USA’’), AMSA Limited

(‘‘AMSA’’), and Taurus Investments

S.A. (‘‘Taurus’’). Applicant, either

directly or through its wholly-owned

subsidiaries, provides technical

services, including experts in

engineering, metallurgy, and geology, to

its operating subsidiaries, maintains a

human resources department to

coordinate compensation and benefits

among Group companies, and maintains

a corporate finance department to

provide financial analytical services to

Group companies.

4. Applicant conducts its operations

in the United States through Minorco

USA and Taurus. Minorco USA whollyowns Independence Mining Company

Inc. (‘‘IMC’’), which operates various

mines and processing facilities directly

and indirectly through its whollyowned subsidiary Pikes Peak Mining

Company. IMC and its subsidiaries also

conduct the Group’s exploration

programs in the United States and

Mexico. Minorco USA and Taurus own

52.4% of Terra Industries Inc., a

marketer of fertilizer and other

agricultural products, and a producer of

nitrogen products and methanol.

5. Through Taurus, applicant also

owns 32% of Engelhard Corporation

(‘‘Engelhard’’), a provider of specialty

chemical products, engineered

materials, and precious metal

management services. Applicant is the

largest shareholder of Engelhard’s

voting securities, with the next largest

shareholder holding less than 7%.

Applicant’s directors hold four out of

the ten seats on the board of directors

of Engelhard and serve on several of its

key board committees. Applicant states

that its control position with respect to

Engelhard has allowed it to actively

participate in the selection of

Engelhard’s chief executive officer, and

to regularly provide its views on

strategic, policy, and management

issues.

6. Applicant’s European operations

include the United Kingdom’s only

potash mine, as well as wholly-owned

subsidiaries in Germany, Spain, and the

United Kingdom that produce

aggregates, burnt lime products, and

ready-mixed concrete. The Group

continues to look for growth in its

European industrial minerals segment

by acquisition. In 1995, the Group

acquired a 100% interest in a German

sand and gravel operation and a 100%

interest in Tilcon Holdings Limited, the

United Kingdom’s seventh largest

producer of aggregates. Applicant’s

paper and packaging business is held

indirectly by Taurus and operated

through Mondi European Holdings BV,

incorporated in the Netherlands, and

Mondi Paper (U.K.). The Group assumes

management functions and provides

operational advice to its subsidiaries in

this segment, and participates in all

important strategic decisions.

7. The Group has a 50% joint venture

interest in the Lisheen Joint Venture,

which owns a zinc/lead deposit in

Ireland, and also owns 24.5% of Ivernia

West PLC, the owner of the other 50%

joint venture interest. The Group is the

manager of the joint venture.

8. Applicant’s gold, base metals, and

industrial minerals operations in South

America are conducted through AMSA,

a South American mining business

whose administration is centered in

Brazil. AMSA owns and operates, either

directly or in associations with local

partners, a range of resource companies,

and is developing projects in Argentina,

Brazil, Chile, Peru, and Venezuela.

9. In Brazil, the operations of the

Group are conducted through AMBRAS

Participac ̧o ̃es Ltda. (‘‘AMBRAS’’), a

wholly-owned subsidiary of AMSA, in

association with Cia. Bozano Simonsen

Comercio e Industria and its

subsidiaries (the ‘‘Bozano Simonsen

Group’’). The operations consist of a

gold mining complex, several base metal

producers, and, in the industrial

minerals sector, an integrated

petrochemical plant and phosphate

mining operation. The vehicle for the

association in Brazil between the Group

and the Bozano Simonsen Group is

MMV Participac ̧o ̃es Minerais

(‘‘MMVPM’’). The Bozano Simonsen

Group owns an indirect minority

interest in MMVPM and acts in

conjunction with the Group in a joint

venture so that the Group and the

Bozano Simonsen Group jointly control

companies within the MMVPM group in

which the Group’s shareholdings are

non-voting. Joint control is established

by an arrangement under which 50% of

MMVPM’s board of directors is

composed by the Group’s

representatives, and decisions of the

board require the favorable vote of a

majority of directors. All officer

positions of the operating companies

within the MMVPM group are occupied

by the Group’s representatives, so that

the Group ultimately is responsible for

the management and conduct of the

operations. The arrangements confer

upon applicant, through its majorityowned subsidiaries, the ability to

manage and control its natural resources

business in Brazil.

10. Applicant holds its interests in

Brazil through AMBRAS and through its

association with the Bozano Simonsen

Group in order to reduce the impact of

restrictions (which are no longer in

effect) upon remittance of capital and

dividends, to obtain favorable tax

treatment with respect to the Group’s

activities outside Brazil, and to

accommodate the joint venture activities

of applicant’s majority-owned

subsidiaries.

11. In Chile, AMSA holds a 74.9%

interest in Empresa Minera de Mantos

Blancos S.A. (‘‘Mantos Blancos’’), the

only Chilean copper producer listed on
Federal Register / Vol. 61, No. 95 / Wednesday, May 15, 1996 / Notices 24519

1Tonopah Mining Company of Nevada, 26 S.E.C.

426, 427 (1947).

the Santiago stock exchange. Mantos

Blancos owns and operates copper

mines and also owns controlling

interests in important gold deposits in

Chile. Applicant, through its majorityowned subsidiaries, appoints the

majority of the board members of these

mining operations and exercises

exclusive management over their

operations. The Group also currently

holds a 50% interest in the Collahuasi

copper project in Chile, a joint venture

operation with Falconbridge Limited,

which is expected to be one of the

largest copper mines in the world. The

Group jointly controls the management

of the operations of the venture, and has

three seats on the six member board.

12. In addition to the operations

described above, various projects are in

the course of development in South

America. These include a gold and

silver project in Argentina for which the

Group is contributing substantial

management of the project during

production, and a nickel mining project

in Venezuela in which the Group has an

85% equity interest and will exercise

full control over the project. Applicant

also holds indirectly, through whollyowned subsidiaries and joint ventures,

minority interests in certain companies

and projects that are of strategic

importance to the operating business of

the Group.

13. Applicant states that the Group’s

hands-on involvement is consistent

with the background, training,

experience, and expertise of applicant’s

officers and directors in the various

natural resources and related sectors.

Applicant believes that the various joint

ventures in which the Group has

interests are characterized by the

Group’s economic influence and its

management of the operations.

Applicant asserts that the Group’s

complex holding company structure

reflects, among other things, the manner

in which natural resources companies

tend to spread risk, as well as the laws

and business customs of many of the

countries where the Group carries on its

businesses. To the extent that applicant

has minority voting interests in

intervening holding companies, those

minority interests are in closely held

companies where the majority interest is

owned by applicant’s joint venture

partner in order to comply with former

restrictions on foreign investment in

Brazil. This structure, however, poses

the issue of whether applicant would be

considered an investment company

within the meaning of the Act.

Applicant’s Legal Analysis

1. Applicant seeks an order under

section 3(b)(2) of the Act declaring that

it is primarily engaged in a business or

businesses other than that of investing,

reinvesting, owning, holding, or trading

in securities, and therefore, is not an

investment company as defined in the

Act, or in the alternative, an order under

section 6(c) of the Act exempting it from

all provisions of the Act.

2. Under section 3(a)(3), an issuer is

an investment company if it ‘‘is engaged

or proposes to engage in the business of

investing, reinvesting, owning, holding,

or trading in securities, and owns or

proposes to acquire investment

securities having a value exceeding 40

per centum of the value of such issuer’s

total assets (exclusive of Government

securities and cash items) on an

unconsolidated basis.’’ Section 3(a)

defines ‘‘investment securities’’ to

include all securities except

Government securities, securities issued

by employees’ securities companies,

and securities issued by majority-owned

subsidiaries of the owner which are not

investment companies.

3. Applicant states that it is not

primarily engaged in the business of

investing, reinvesting, or trading in

securities. Certain of applicant’s

businesses, however, are conducted

through a controlled company, and a

significant portion of the Group’s assets

currently consist of highly liquid

investment grade securities pending use

in operations and for acquisitions. Thus,

approximately 30% of applicant’s total

assets are held in investment securities

within the meaning of section 3(a)(3). If

applicant’s South American joint

venture interests were characterized as

securities, however, applicant might be

deemed to own investment securities

equal to approximately 52% of the value

of its assets on an unconsolidated basis.

Applicant, therefore, may be deemed an

investment company within the

meaning of section 3(a)(3).

4. Section 3(b)(2) provides that

notwithstanding section 3(a)(3), the

Commission may issue an order

declaring an issuer to be primarily

engaged in a business or businesses

other than that of investing, reinvesting,

owning, holding, or trading in securities

either directly, through majority-owned

subsidiaries, or through controlled

companies conducting similar types of

businesses. Applicant believes that it

meets the requirements of section

3(b)(2) exempting it from the definition

of an investment company because it

primarily engaged, through its whollyowned or majority-owned subsidiaries,

or through companies which it

primarily controls, in the business of a

natural resources group focused on gold,

base metals, industrial minerals, paper

and packaging, and agribusiness.

5. In determining whether a company

is ‘‘primarily engaged’’ in a noninvestment company business under

section 3(b)(2), the Commission

considers the following factors: (a) the

issuer’s historical development; (b) its

public representations of policy; (c) the

activities of its officers and directors; (d)

the nature of its present assets; and (e)

the sources of its present income.1

a. Historical Development. Applicant

is the successor to a line of companies

that have been in existence since 1928

and that had their origin in the

operation of copper mines. Although

applicant contends it always has

maintained significant influence over its

natural resources operating companies,

applicant has not always held itself out

as a holding company exercising direct

control over the operating businesses of

the Group. Applicant states that the

process of becoming a ‘‘hands on’’

operating group began in 1987 with the

relocation of applicant’s headquarters to

Luxembourg, a reorientation of its asset

holdings into the ownership and

operation of, and direct participation in,

resource-based assets, and the

disposition of non-controlling passive

investments. At that time, applicant

articulated a strategy to focus on direct

participation in operating businesses,

and, since 1989, has made a series of

acquisitions of controlling interests in

natural resources companies with the

result that applicant believes it now has

established itself as an operating group.

Applicant asserts that the Group today

exercises primary or joint control over

virtually all of its constituent

companies, either through direct voting

control, management agreements, or

cross directorships.

b. Public Representations of Policy.

Applicant states that it does not hold

itself out as an investment company

within the meaning of the Act, and has

never been a registered investment

company (or subject to any analogous

regulatory scheme). Applicant further

states that it consistently represents

itself to its shareholders and the public

as an international natural resources

group. This is supported by, among

other things, statements in its annual

reports, news articles, and analyst

reports. Applicant’s 1995 annual report,

for example, discusses its operations

and projects, and states that applicant is

continuing to expand in its five

operating business segments: gold, base

metals, industrial minerals, paper and

packaging, and agribusiness.

c. Activities of Officers and Directors.

Applicant states that its management,
24520 Federal Register / Vol. 61, No. 95 / Wednesday, May 15, 1996 / Notices

2Approximately 40% of applicant’s cash

management activities are conducted through

outside managers on a fully discretionary basis.

3The methods used in the valuation of

applicant’s assets were in accordance with section

2(a)(41) under the Act.

1 15 U.S.C. 78s(b)(1).

2 17 CFR 240.19b–4 (1994).

3On May 2, 1996, the Amex filed Amendment

No. 1 to the proposed rule change to include within

the rule text the requirement that if the Exchange

grants a facilitation exemption on the basis of oral

representations, the member organization must file

the appropriate forms and documentation

substantiating the basis for the exemption within

either two business days or a period of time to be

designated by the Exchange (‘‘Amendment No. 1’’).

See Letter from Claire P. McGrath, Managing

Director and Special Counsel, Derivative Securities,

Amex, to Michael Walinskas, Branch Chief,

Derivatives Regulation, Division of Market

Regulation, Commission, dated May 2, 1996.

4The Commission notes that a facilitation trade

is defined as a transaction that involves crossing an

order of a member firm’s public customer with an

order for the member firm’s proprietary account.

on the whole, spends substantially all of

its time actively involved in the natural

resources business of the Group. Of

applicant’s twenty-two directors, only

one director, who serves as applicant’s

Finance Director, spends any

meaningful amount of his time

(approximately 5%) monitoring the

Group’s securities holdings and cash

management activities, and that time is

spent mostly on administrative and

supervisory matters. Applicant’s five

executive directors have been with the

Group for a significant amount of time

and have substantial experience in

applicant’s natural resources operations.

Of applicant’s thirteen principal

officers, only the Treasurer spends any

time (approximately 60%) on cash

management.2 Applicant is represented

by its directors and officers on many of

the boards of directors of its subsidiaries

and its controlled company. In many of

those companies, applicant’s directors

and officers play a leading role in

management’s strategic decision making

or in other essential operational

functions.

d. Nature of Assets. As of December

31, 1995, applicant had total assets of

$5,162 million.3 For purpose of analysis

under section 3(b)(2), 63% of

applicant’s total assets were operating

assets attributed to its majority-owned

subsidiaries (including wholly-owned

subsidiaries), its controlled company,

Engelhard, and applicant’s interests in

its joint ventures.

e. Sources of Income. As of December

31, 1995, applicant derived

approximately 66% of its income from

its operating businesses and

approximately 34% from its investment

activities. With respect to income

earned by the Group’s operations,

applicant’s majority-owned subsidiaries

(including wholly-owned subsidiaries)

accounted for approximately 26% of its

income, Engelhard accounted for

approximately 12% of its income, and

its joint venture interests accounted for

approximately 28% of its income.

6. In the alternative to exemptive

relief under section 3(b)(2), applicant

requests an order under section 6(c)

exempting applicant from all provisions

of the Act and the rules and regulations

thereunder. Section 6(c) authorizes the

Commission to issue a conditional or

unconditional exemption from any

provision of the Act or rule thereunder

if the exemption is ‘‘necessary or

appropriate in the public interest’’ and

is ‘‘consistent with the protection of

investors and the purposes fairly

intended by the policy and provisions of

[the Act].’’ Applicant states that it was

structured for valid economic and legal

reasons and not with the Act in mind.

Consequently, applicant believed that it

would be inappropriate and detrimental

to applicant and its shareholders to be

treated as an investment company and

made subject to the Act. Furthermore,

applicant believes that it is not the type

of company and does not engaged in the

activities the Act was designed to

regulate. Accordingly, applicant submits

that the requested exemption is

necessary and appropriate in the public

interest, is consistent with the

protection of investors, and is consistent

with the purposes of the Act.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 96–12128 Filed 5–14–96; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–37179; File No. SR–Amex–

96–11]

Self-Regulatory Organizations; Notice

of Filing and Immediate Effectiveness

of Proposed Rule Change and

Amendment No. 1 to Proposed Rule

Change by the American Stock

Exchange, Inc., To Establish a Firm

Facilitation Exemption

May 8, 1996.

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 April 9,

1996, the American Stock Exchange,

Inc. (‘‘Amex’’ or ‘‘Exchange’’) filed with

the Securities and Exchange

Commission (‘‘Commission’’) the

proposed rule change as described in

Items I, II, and III below, which Items

have been prepared by the selfregulatory organization. The

Commission is publishing this notice to

solicit comments on the proposed rule

change from interested persons.3

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The Amex proposes to amend

Exchange Rules 904, 905, 904C, and

906G to provide for an exemption from

standardized equity and index and

Flexible Exchange option position and

exercise limits for member firms seeking

to facilitate customer orders.

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

Amex 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 Amex 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 Amex is proposing to establish a

firm facilitation exemption 4 for all nonmultiply-listed Exchange option classes.

This exemption would be available to

the Exchange’s standardized equity and

index and Flexible Exchange option

classes. In addition, the firm facilitation

exemption will be twice the standard

limit.

Under the proposal, the procedures

set forth in Exchange Rule 950(d)

Commentary .02 for crossing a customer

order with a firm facilitation order must

be followed. In this regard, before a

customer order can be crossed with a

firm facilitation order, the trading crowd

must be given a reasonable opportunity

to participate. Moreover, only after it

has been determined that the trading

crowd will not fill the order, may the

firm’s customer order be crossed with

the firm’s facilitation order.

The Amex notes that the firm

facilitation exemption will be in

addition to and separate from the

standard limit, as well as other

exemptions available under the

Exchange’s position limit rules. For

example, if a firm desires to facilitate

customer orders in the XYZ option