Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Order Granting Accelerated Approval of Proposed Rule Change and Amendment No. 1 Thereto Relating to the Trading of the Index-Linked Securities of Barclays Bank PLC Linked to the Performance of the Dow Jones-AIG Commodity Index Total Return Pursuant to Unlisted Trading Privileges, 43263-43268 [E6-12148]
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Federal Register / Vol. 71, No. 146 / Monday, July 31, 2006 / Notices
In particular, the Commission
believes that the proposed rule changes
are consistent with Section 6(b)(5) of the
Exchange Act,22 which requires that the
rules of the exchange be designed,
among other things, to remove
impediments to and perfect the
mechanisms of a free and open market,
and, in general, to protect investors and
the public interest. The Commission
finds that amending Exchange Rules 104
and 123E is consistent with the
requirements of Section 6(b)(5) because
the amendments are designed to more
closely align net liquid asset
requirements with a specialist
organization’s risks.
IV. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Exchange Act,23
that the proposed rule change (File No.
SR–NYSE–2005–38), as amended, be,
and it hereby is, approved.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.24
Jill M. Peterson,
Assistant Secretary.
[FR Doc. E6–12183 Filed 7–28–06; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–54189; File No. SR–
NYSEArca–2006–17]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing and Order
Granting Accelerated Approval of
Proposed Rule Change and
Amendment No. 1 Thereto Relating to
the Trading of the Index-Linked
Securities of Barclays Bank PLC
Linked to the Performance of the Dow
Jones—AIG Commodity Index Total
Return Pursuant to Unlisted Trading
Privileges
sroberts on PROD1PC70 with NOTICES
July 21, 2006.
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 May 16,
2006, NYSE Arca, Inc. (the ‘‘Exchange’’),
through its wholly owned subsidiary,
NYSE Arca Equities, Inc. (‘‘NYSE Arca
Equities’’ or the ‘‘Corporation’’), filed
with the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
22 15
U.S.C. 78f(b)(5).
U.S.C. 78s(b)(2).
24 17 CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
23 15
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Market Maker, or affiliate of such
Market Maker, engages in Other
Business Activities. For purposes of
Commodity Index-Linked Securities,
Other Business Activities shall include
acting as a Market Maker or functioning
in any capacity involving marketmaking responsibilities in the Index
components, the commodities
underlying the Index components, or
I. Self-Regulatory Organization’s
options, futures or options on futures on
Statement of the Terms of Substance of
the Index, or any other derivatives
the Proposed Rule Change
(collectively, ‘‘derivative instruments’’)
Through NYSE Arca Equities, the
based on the Index or based on any
Exchange proposes to amend its rules
Index component or any physical
governing NYSE Arca, LLC (also
commodity underlying an Index
referred to as the ‘‘NYSE Arca
component. However, an approved
Marketplace’’), the equities trading
person of an ETP Holder acting as a
facility of NYSE Arca Equities. Pursuant registered Market Maker in Commodity
to NYSE Arca Equities Rule 5.2(j)(6), the Index-Linked Securities that has
Exchange proposes to trade pursuant to
established and obtained Corporation
unlisted trading privileges (‘‘UTP’’) the
approval of procedures restricting the
Index-Linked Securities (‘‘Securities’’)
flow of material, non-public market
of Barclays Bank PLC (‘‘Barclays’’),
information between itself and the ETP
which are linked to the performance of
Holder pursuant to Rule 7.26, and any
the Dow Jones—AIG Commodity Index
member, officer or employee associated
Total Return (‘‘Index’’). The Exchange
therewith, may act in a market making
also proposes new Commentary .01 to
capacity, other than as a Market Maker
NYSE Arca Equities Rule 5.2(j)(6) to
in the Commodity Index-Linked
accommodate the trading of the
Securities on another market center, in
Securities. The text of the proposed rule the Index components, the commodities
change is included below. Proposed
underlying the Index components, or
new language is italicized.
any derivative instruments based on the
*
*
*
*
*
Index or based on any Index component
or any physical commodity underlying
Rule 5.2(j)(6)
an Index component.
Index-Linked Securities
(b) The ETP Holder acting as a
Introductory Paragraph and Sections
registered Market Maker in Commodity
(a)–(k)—No change.
Index-Linked Securities must file with
Commentary:
the Corporation, in a manner prescribed
.01 The provisions of this
by the Corporation, and keep current a
Commentary apply only to Index-Linked list identifying all accounts for trading
Securities listed and/or traded under
in the Index components, the
this Rule where the price of such Index- commodities underlying the Index
Linked Securities is based in whole or
components, or any derivative
part on the price of (i) a commodity or
instruments based on the Index or based
commodities; (ii) any futures contracts
on any Index component or any
or other derivatives based on a
physical commodity underlying an
commodity or commodities; or (iii) any
Index component, which the ETP
index based on either (i) or (ii) above (an Holder acting as registered Market
‘‘Index’’) (‘‘Commodity Index-Linked
Maker may have or over which it may
Securities’’). Commodity Index-Linked
exercise investment discretion. No ETP
Securities listed and/or traded under
Holder acting as registered Market
this Rule may have a term of up to 30
Maker in the Commodity Index-Linked
years.
Securities shall trade in the Index
(a) An ETP Holder acting as a
components, the commodities
registered Market Maker in Commodity
underlying the Index components, or
Index-Linked Securities is obligated to
any derivative instruments based on the
comply with Rule 7.26 pertaining to
Index or based on any Index component
limitations on dealings when such
or any physical commodity underlying
an Index component, in an account in
3 In Amendment No. 1, the Exchange revised the
which an ETP Holder acting as a
proposed rule text and amended the purpose
registered Market Maker, directly or
section to provide (i) that the Securities have a term
of 30 years; (ii) that the Information Bulletin will
indirectly, controls trading activities, or
include a description of the Commission’s no-action has a direct interest in the profits or
relief; and (iii) an amended description of the
losses thereof, which has not been
Exchange’s surveillance procedures regarding the
reported to the Corporation as required
Securities. The changes in Amendment No. 1 have
been incorporated into this Notice and Order.
by this Rule.
been prepared by the Exchange. On July
20, 2006, the Exchange filed
Amendment No. 1 to the proposed rule
change.3 The Commission is publishing
this notice and order to solicit
comments on the proposed rule change,
as amended, from interested persons
and is approving the proposal on an
accelerated basis.
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(c) In addition to the existing
obligations under Corporation rules
regarding the production of books and
records (See, e.g. Rule 4.4), the ETP
Holder acting as a registered Market
Maker in Commodity Index-Linked
Securities shall make available to the
Corporation such books, records or
other information pertaining to
transactions by such entity or any
limited partner, officer or approved
person thereof, registered or nonregistered employee affiliated with such
entity for its or their own accounts in the
Index components, the commodities
underlying the Index components, or
any derivative instruments based on the
Index or based on any Index component
or any physical commodity underlying
an Index component, as may be
requested by the Corporation.
(d) In connection with trading in the
Index components, the commodities
underlying the Index components, or
any derivative instruments based on the
Index or based on any Index component
or any physical commodity underlying
an Index component (including the
Commodity Index-Linked Securities),
the ETP Holder acting as a registered
Market Maker in Commodity IndexLinked Securities shall not use any
material nonpublic information received
from any person associated with an ETP
Holder or employee of such person
regarding trading by such person or
employee in the Index components, the
commodities underlying the Index
components, or any derivative
instruments based on the Index or based
on any Index component or any
physical commodity underlying an
Index component.
*
*
*
*
*
sroberts on PROD1PC70 with NOTICES
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.
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A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Pursuant to NYSE Arca Equities Rule
5.2(j)(6), the Exchange proposes to trade
pursuant to UTP the Securities of
Barclays, which are linked to the
performance of the Index. Barclays
intends to issue the Securities under the
name ‘‘iPathSM Exchange-Traded
Notes.’’ The Exchange also proposes
new Commentary .01 to NYSE Arca
Equities Rule 5.2(j)(6) to accommodate
the trading of the Securities. The New
York Stock Exchange, Inc. (‘‘NYSE’’)
filed with the Commission a rule
proposal for the original listing and
trading of the Securities,4 and the
proposal was approved on May 25,
2006.5
(a) The Securities and the Index
(i) The Securities
In August 2005, the Commission
approved NYSE Arca Equities Rule
5.2(j)(6), which provides general
standards for the listing and trading of
‘‘Index-Linked Securities.’’ 6 IndexLinked Securities are securities that
provide for the payment at maturity of
a cash amount based on the
performance of an underlying index or
indexes. Such securities may or may not
provide for the repayment of the
original principal investment amount.
As permitted in NYSE Arca Equities
Rule 5.2(j)(6), the Exchange is
submitting this rule proposal to the
Commission pursuant to Section
19(b)(2) of the Act,7 to obtain
Commission approval to trade the
Securities pursuant to UTP.
A description of the Securities and
the Index is set forth in the NYSE
Proposal.8 The Securities are a series of
medium-term debt securities of Barclays
that provide for a cash payment at
maturity or upon earlier exchange at the
holder’s option, based on the
performance of the Index, subject to the
adjustments described below.
The Securities will not have a
minimum principal amount that will be
repaid and, accordingly, payment on the
Securities prior to or at maturity may be
4 See Securities Exchange Act Release No. 53639
(April 12, 2006), 71 FR 20741 (April 21, 2006) (SR–
NYSE–2006–16) (the ‘‘NYSE Proposal’’).
5 See Securities Exchange Act Release No. 53876
(May 25, 2006), 71 FR 32158 (June 2, 2006) (SR–
NYSE–2006–16) (the ‘‘NYSE Order’’).
6 See Securities Exchange Act Release No. 52204
(August 3, 2005), 70 FR 46559 (August 10, 2005)
(SR–PCX–2005–63).
7 15 U.S.C. 78s(b)(2).
8 See supra note 4.
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less than the original issue price of the
Securities. In fact, the value of the Index
must increase for the investor to receive
at least the $50 principal amount per
Security at maturity or upon exchange
or redemption. If the value of the Index
decreases or does not increase
sufficiently to offset the investor fee,9
the investor will receive less, and
possibly significantly less, than the $50
principal amount per Security. In
addition, holders of the Securities will
not receive any interest payments from
the Securities. The Securities will have
a term of 30 years and are not callable.10
Holders who have not previously
redeemed their Securities will receive a
cash payment at maturity equal to the
principal amount of their Securities
times the index factor 11 on the Final
Valuation Date 12 minus the investor fee
on the Final Valuation Date.
Prior to maturity, holders may, subject
to certain restrictions, redeem their
Securities on any Redemption Date 13
during the term of the Securities
provided that they present at least
50,000 Securities for redemption, or
they act through a broker or other
financial intermediaries (such as a bank
or other financial institution not
required to register as a broker-dealer to
engage in securities transactions) that
are willing to bundle their Securities for
redemption with other investors’
Securities. If a holder chooses to redeem
9 The investor fee is equal to 0.75% per year times
the principal amount of a holder’s Securities times
the index factor, calculated on a daily basis in the
following manner. The investor fee on the date of
issuance of the Securities will equal zero. On each
subsequent calendar day until maturity or early
redemption, the investor fee will increase by an
amount equal to 0.75% times the principal amount
of a holder’s Securities times the index factor on
that day (or, if such day is not a trading day, the
index factor on the immediately preceding trading
day) divided by 365. The investor fee is the only
fee holders will be charged in connection with their
ownership of the Securities.
10 Telephone conversation between Florence
Harmon, Senior Special Counsel, Division of
Market Regulation, Commission and John Carey,
Assistant General Counsel, NYSE Group, Inc. on
July 12, 2006 (‘‘July 12 Telephone Conference’’)
(confirming the Securities are not callable).
11 The ‘‘index factor’’ on any given day will be
equal to the closing value of the Index on that day
divided by the initial index level. The index factor
on the Final Valuation Date will be equal to the
final index level divided by the initial index level.
The ‘‘initial index level’’ is the closing value of the
Index on the date of issuance of the Securities (the
‘‘Trade Date’’) and the ‘‘final index level’’ is the
closing value of the Index on the Final Valuation
Date.
12 The ‘‘Final Valuation Date’’ is the last Thursday
before maturity of the Securities.
13 A ‘‘Redemption Date’’ is the third business day
following a Valuation Date (other than the Final
Valuation Date). A ‘‘Valuation Date’’ is each
Thursday from the first Thursday after issuance of
the Securities until the last Thursday before the
Final Valuation Date inclusive (or, if such date is
not a trading day, the next succeeding trading day).
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such holder’s Securities, the holder will
receive a cash payment on the
applicable Redemption Date equal to the
principal amount of such holder’s
Securities times the index factor on the
applicable Valuation Date minus the
investor fee on the applicable Valuation
Date. To redeem their Securities,
holders must instruct their broker or
other person through whom they hold
their Securities to follow certain
procedures as described in the NYSE
Proposal.14
If an event of default occurs and the
maturity of the Securities is accelerated,
Barclays will pay the default amount in
respect of the principal of the Securities
at maturity. More information regarding
default procedures, including a
quotation period and an objection
period, is set forth in the NYSE
Proposal.
(ii) The Index
The Index, which was introduced in
July 1998, is designed to be a diversified
benchmark for commodities as an asset
class. The Index reflects the returns that
are potentially available through an
unleveraged investment in the futures
contracts on physical commodities
traded on trading facilities in major
industrialized countries comprising the
Index plus the rate of interest that could
be earned on cash collateral invested in
specified Treasury Bills.15 The Index
currently is composed of the prices of
19 exchange-traded futures contracts on
physical commodities, namely
aluminum, coffee, copper, corn, cotton,
crude oil, gold, heating oil, hogs, live
cattle, natural gas, nickel, silver,
soybeans, soybean oil, sugar, unleaded
gasoline, wheat, and zinc. Futures
contracts on the Index are currently
listed for trading on the Chicago Board
of Trade (‘‘CBOT’’). The Index is a
proprietary index that AIGI
International Inc. developed and that
Dow Jones & Company, Inc. (‘‘Dow
Jones’’), in conjunction with AIG
Financial Products Corp. (‘‘AIG–FP’’),
calculates. More information regarding
the operation, calculation methodology,
sroberts on PROD1PC70 with NOTICES
14 If
holders elect to redeem their Securities,
Barclays may request that Barclays Capital Inc. (a
broker-dealer) purchase the Securities for the cash
amount that would otherwise have been payable by
Barclays upon redemption. In this case, Barclays
will remain obligated to redeem the Securities if
Barclays Capital Inc. fails to purchase the
Securities. Any Securities purchased by Barclays
Capital Inc. may remain outstanding.
15 These returns are calculated by using the 91day U.S. Treasury Bill auction rate, designated as
‘‘High Rate’’ as published in the ‘‘Treasury Security
Auction Results’’ report, published by the Bureau
of the Public Debt currently available on its Web
site (www.publicdebt.treas.gov/AI/AIGateway),
which is generally published once per week on
Monday.
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weighting, and historical performance of
the Index is set forth in the NYSE
Proposal.
(b) Dissemination and Availability of
Information
(i) The Intraday Indicative Value
According to the NYSE Proposal, an
‘‘Intraday Indicative Value’’ ( or ‘‘IIV’’)
meant to approximate the intrinsic
economic value of the Securities will be
calculated and published via the
facilities of the Consolidated Tape
Association every 15 seconds from 9:30
a.m. to 4 p.m. Eastern Time (‘‘ET’’) on
each day on which the Securities are
traded on the NYSE.16 Additionally,
Barclays or an affiliate will calculate
and publish the closing IIV of the
Securities on each trading day at
https://www.ipathetn.com. In connection
with the Securities, the term ‘‘IIV’’ refers
to the value at a given time determined
based on the following equation: IIV =
Principal Amount per Unit ($50)
multiplied by (Current Index Level
divided by Initial Index Level ) 17 minus
Current Investor Fee.18
The IIV will not reflect price changes
to the price of an underlying commodity
between the close of trading of the
futures contract at the relevant futures
exchange and 4 p.m. ET. The value of
the Securities may accordingly be
influenced by non-concurrent trading
hours between the Exchange and the
various futures exchanges on which the
futures contracts based on the Index
commodities are traded.
While the market for futures trading
for each of the Index commodities is
open, the IIV can be expected to closely
approximate the redemption value of
the Securities. However, during NYSE
Arca Marketplace trading hours when
the futures contracts have ceased
IIV calculation will be provided for
reference purposes only. It is not intended as a
price or quotation, or as an offer or solicitation for
the purchase, sale, redemption or termination of the
Securities, nor does it reflect hedging or transaction
costs, credit considerations, market liquidity, or
bid-offer spreads. Published Index levels from the
index sponsors may occasionally be subject to delay
or postponement. Any such delays or
postponements will affect the Current Index Level
(defined below) and therefore the IIV of the
Securities. Index levels provided by the index
sponsors will not necessarily reflect the depth and
liquidity of the underlying commodities markets.
For this reason and others, the actual trading price
of the Securities may be different from their IIV.
17 The Current Index Level is the most recent
published level of the Index as reported by Dow
Jones and AIG–FP, whereas the Initial Index Level
is the Index level on the trade date for the
Securities.
18 The Current Investor Fee is the most recent
daily calculation of the investor fee with respect to
the Securities, determined as described above
(which, during any trading day, will be the investor
fee determined on the preceding calendar day).
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16 The
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43265
trading, spreads and resulting premiums
or discounts may widen, and therefore,
increase the difference between the
price of the Securities and their
redemption value. The Exchange stated
that the IIV should not be viewed as a
real time update of the redemption
value.
(ii) The Index
According to the NYSE Proposal, Dow
Jones disseminates the updated Index
value approximately every 15 seconds
(assuming the Index value has changed
within such 15 second interval) from 8
a.m. to 3 p.m. ET and publishes a daily
Index value at approximately 4 p.m. ET,
on each DJ–AIG Business Day 19 on
Reuters page AIGCII.20 The Index value
can still be retrieved after 3 p.m. ET
until the end of the Exchange trading
day. Its value is generally static after 3
p.m. ET, although it may change if
settlement values for Index components
become available after that time.
(c) UTP Trading Criteria
The Exchange will cease trading in
the Securities during the listing market’s
trading hours if: (i) The listing market
stops trading the Securities because of a
regulatory halt similar to a halt based on
NYSE Arca Equities Rule 7.12 or a halt
because the IIV or the value of the
underlying Index is no longer available;
or (ii) the listing market delists the
Securities. In the event that the
Exchange is open for business on a day
that is not a DJ–AIG Business Day, the
Exchange will not permit trading of the
Securities on that day. Additionally, the
Exchange may cease trading the
Securities if such other event shall
occur or condition exists which, in the
opinion of the Exchange, makes further
dealings on the Exchange inadvisable.
(d) Trading Rules
The Exchange deems the Securities to
be equity securities, thus rendering
trading in the Securities subject to the
Exchange’s existing rules governing the
trading of equity securities. Trading in
19 A DJ–AIG Business Day is a day on which the
sum of the commodity index percentages (as set
forth in the NYSE Proposal) for the Index
commodities that are available to trade is greater
than 50%.
20 The Index’s Oversight Committee (defined and
described in more detail in the NYSE Proposal) may
exclude any otherwise eligible contract from the
Index if it determines that it has an inadequate
trading window. The Index currently includes
contracts traded on the London Metal Exchange
(‘‘LME’’), which is located in London. During the
hours where the LME is closed, Dow Jones uses the
last price and uses the settlement price once it is
available in order to publish the Index value
through the end of the trading day. The Index value
does not reflect any after-hours or overnight trading
in contracts traded on the LME.
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sroberts on PROD1PC70 with NOTICES
the Securities on the Exchange will
occur from 4 a.m. to 8 p.m. ET in
accordance with NYSE Arca Equities
Rule 7.34(a).21 The Exchange has
appropriate rules to facilitate
transactions in the Securities during all
trading sessions. The minimum trading
increment for Securities on the
Exchange will be $0.01.
Further, the Exchange is proposing
new Commentary .01 to NYSE Arca
Equities Rule 5.2(j)(6), which sets forth
certain restrictions on ETP Holders
acting as registered Market Makers in
the Securities to facilitate surveillance.
Commentary .01(b)–(c) to NYSE Arca
Equities Rule 5.2(j)(6) will require that
the ETP Holder acting as a registered
Market Maker in the Securities provide
the Exchange with necessary
information relating to its trading in the
Index components, the commodities
underlying the Index components, or
options, futures or options on futures on
the Index, or any other derivatives
(collectively, ‘‘derivative instruments’’)
based on the Index or based on any
Index component or any physical
commodity underlying an Index
component. Commentary .01(d) to
NYSE Arca Equities Rule 5.2(j)(6) will
prohibit the ETP Holder acting as a
registered Market Maker in the
Securities from using any material
nonpublic information received from
any person associated with an ETP
Holder or employee of such person
regarding trading by such person or
employee in the Index components, the
commodities underlying the Index
components, or any derivative
instruments based on the Index or based
on any Index component or any
physical commodity underlying an
Index component (including the
Securities). In addition, Commentary
.01(a) to NYSE Arca Equities Rule
5.2(j)(6) will prohibit the ETP Holder
acting as a registered Market Maker in
the Securities from being affiliated with
a market maker in the Index
21 During all NYSE Arca Equities trading sessions,
the Exchange represents that if the official Index
Sponsor calculates an updated Index value, then
such value will be updated and disseminated at
least every 15 seconds during such trading session,
and always will be so during the Exchange’s core
trading session (although during this session, the
Exchange may rely on the listing exchange to
monitor such calculation and dissemination). The
Exchange represents that the official Index Sponsor
calculates and disseminates the Index value from 8
a.m. to 4 p.m. ET. Because this product is not in
continuous distribution, an IIV is not required to be
disseminated at least every 15 seconds in all trading
sessions; however, because of the weekly
redemption process for this product, such
dissemination of the IIV is required during the
Exchange’s core trading session. The Exchange may
rely on the listing market to monitor such
dissemination of the IIV during the Exchange’s core
trading session. July 12 Telephone Conference.
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components, the commodities
underlying the Index components, or
any derivative instruments based on the
Index or based on any Index component
or any physical commodity underlying
an Index component unless adequate
information barriers are in place, as
provided in NYSE Arca Equities Rule
7.26.
With respect to trading halts, the
Exchange may consider all relevant
factors in exercising its discretion to
halt or suspend trading in the
Securities. Trading in the Securities
may be halted because of market
conditions or for reasons that, in the
view of the Exchange, make trading in
the Securities inadvisable. These may
include: (i) The extent to which trading
is not occurring in the Index
components; or (ii) whether other
unusual conditions or circumstances
detrimental to the maintenance of a fair
and orderly market are present. In
addition, trading in Securities will be
subject to trading halts caused by
extraordinary market volatility pursuant
to the Exchange’s ‘‘circuit breaker’’
rule 22 or by the halt or suspension of
the trading of the Index components.23
The Securities will be deemed
‘‘Eligible Listed Securities,’’ as defined
in NYSE Arca Equities Rule 7.55, for
purposes of the Intermarket Trading
System (‘‘ITS’’) Plan and therefore will
be subject to the trade through
provisions of NYSE Arca Equities Rule
7.56, which require that ETP Holders
avoid initiating trade-throughs for ITS
securities.
(e) Surveillance
The Exchange’s surveillance
procedures will incorporate and rely
upon existing Exchange surveillance
procedures governing equities. The
Exchange believes that these procedures
are adequate to monitor Exchange
trading of the Securities in all trading
sessions and to detect violations of
Exchange rules, thereby deterring
manipulation.
The Exchange’s current trading
surveillance focuses on detecting
securities trading outside their normal
patterns. When such situations are
detected, surveillance analysis follows
and investigations are opened, where
appropriate, to review the behavior of
all relevant parties for all relevant
trading violations.
The Exchange will be able to obtain
information regarding trading in the
Securities and the Index components
NYSE Arca Equities Rule 7.12.
‘‘UTP Trading Criteria’’ above for specific
instances when the Exchange will cease trading the
Securities.
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22 See
23 See
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through ETP Holders in connection with
such ETP Holders’ proprietary or
customer trades which they effect on
any relevant market. In addition, the
Exchange can obtain market
surveillance information with respect to
transactions occurring on the LME,
including customer identity
information, pursuant to a
memorandum of understanding with the
LME. The Exchange has access to
transaction information, including
customer identity information, with
respect to all contracts traded on the
New York Mercantile Exchange
(‘‘NYMEX’’) pursuant to the Exchange’s
information sharing agreement with
NYMEX. All of the other trading venues
on which current Index components are
traded, such as CBOT, are members of
the Intermarket Surveillance Group, and
the Exchange therefore has access to all
relevant trading information with
respect to those contracts without any
further action being required on the part
of the Exchange.
(f) Information Bulletin
Prior to the commencement of
trading, the Exchange will inform its
ETP Holders in an Information Bulletin
of the special characteristics and risks
associated with trading the Securities.
Specifically, the Information Bulletin
will discuss the following: (i) The
procedures for redemptions of
Securities (and that Securities are not
individually redeemable but are
redeemable only in aggregations of at
least 50,000 Securities); (ii) NYSE Arca
Equities Rule 9.2(a),24 which imposes a
duty of due diligence on its ETP Holders
to learn the essential facts relating to
every customer prior to trading the
Securities; (iii) how information
regarding the IIV is disseminated; (iv)
the requirement that ETP Holders
deliver a prospectus to investors
purchasing newly issued Securities
prior to or concurrently with the
confirmation of a transaction (either in
the initial distribution or during any
24 The Exchange recently amended NYSE Arca
Equities Rule 9.2(a) (‘‘Diligence as to Accounts’’) to
provide that EPT Holders, before recommending a
transaction, must have reasonable grounds to
believe that the recommendation is suitable for the
customer based on any facts disclosed by the
customer as to his other security holdings and as
to his financial situation and needs. Further, the
proposed rule amendment provides, with a limited
exception, that prior to the execution of a
transaction recommended to a non-institutional
customer, the ETP Holders shall make reasonable
efforts to obtain information concerning the
customer’s financial status, tax status, investment
objectives, and any other information that they
believe would be useful to make a recommendation.
See Securities Exchange Act Release No. 54045
(June 26, 2006), 71 FR 37971 (July 3, 2006) (SR–
PCX–2005–115).
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Federal Register / Vol. 71, No. 146 / Monday, July 31, 2006 / Notices
subsequent distribution); and (v) trading
information.
The Information Bulletin will also
reference the fact that there is no
regulated source of last sale information
regarding physical commodities, and
that the Commission has no jurisdiction
over the trading of physical
commodities such as aluminum, gold,
crude oil, heating oil, corn and wheat,
or the futures contracts on which the
value of the Securities is based.
The Information Bulletin will also
detail the terms of no-action positions
taken by the Commission staff in
connection with the Securities with
respect to Section 11(d)(1) of the Act,
Rule 10a–1 under the Act, Rule 200(g)
of Regulation SHO and Rules 101 and
102 of Regulation M.
2. Statutory Basis
The Exchange believes that the basis
for this proposed rule change is
consistent with the requirements under
Section 6(b)(5) of the Act 25 that an
exchange have rules that are 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 facilitating
transaction in securities, to remove
impediments and perfect the
mechanisms of a free and open market,
and, in general, to protect investors and
the public interest.
In addition, the Exchange believes
that the proposal is consistent with Rule
12f–5 under the Act 26 because it deems
the Securities to be equity securities,
thus rendering the Securities subject to
the Exchange’s rules governing the
trading of equity securities for the
Securities.27
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
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
sroberts on PROD1PC70 with NOTICES
Written comments on the proposed
rule change were neither solicited nor
received.
25 15
U.S.C. 78s(b)(5).
CFR 240.12f–5.
27 July 12 Telephone Conference (the Exchange
requested that the Commission delete the word
‘‘existing’’ to clarify that the Securities will be
subject to all applicable Exchange rules governing
the trading of equity securities for the Securities).
26 17
VerDate Aug<31>2005
17:34 Jul 28, 2006
Jkt 208001
43267
thereunder applicable to a national
securities exchange.28 In particular, the
Interested persons are invited to
Commission finds that the proposed
submit written data, views, and
rule change is consistent with Section
arguments concerning the foregoing,
6(b)(5) of the Act,29 which requires that
including whether the proposed rule
an exchange have rules designed, among
change, as amended, is consistent with
the Act. Comments may be submitted by other things, to promote just and
equitable principles of trade, to remove
any of the following methods:
impediments to and perfect the
Electronic Comments
mechanism of a free and open market
and a national market system, and in
• Use the Commission’s Internet
general to protect investors and the
comment form (https://www.sec.gov/
public interest.
rules/sro.shtml); or
In addition, the Commission finds
• Send an e-mail to rulethat the proposal is consistent with
comments@sec.gov. Please include File
Section 12(f) of the Act,30 which permits
Number SR–NYSEArca-2006–17 on the
an exchange to trade, pursuant to UTP,
subject line.
a security that is listed and registered on
Paper Comments
another exchange.31 The Commission
notes that it previously approved the
• Send paper comments in triplicate
listing and trading of the Securities on
to Nancy M. Morris, Secretary,
NYSE.32 The Commission also finds that
Securities and Exchange Commission,
the proposal is consistent with Rule
100 F Street, NE., Washington, DC
12f–5 under the Act,33 which provides
20549–1090.
that an exchange shall not extend UTP
All submissions should refer to File
to a security unless the exchange has in
Number SR–NYSEArca–2006–17. This
effect a rule or rules providing for
file number should be included on the
transactions in the class or type of
subject line if e-mail is used. To help the security to which the exchange extends
Commission process and review your
UTP. NYSE Arca Equities rules deem
comments more efficiently, please use
the Securities to be equity securities,
only one method. The Commission will thus trading in the Securities will be
post all comments on the Commission’s subject to the Exchange’s rules
Internet Web site (https://www.sec.gov/
governing the trading of equity
rules/sro.shtml). Copies of the
securities and the specific rules set forth
submission, all subsequent
herein for this product class.
amendments, all written statements
The Commission further believes that
with respect to the proposed rule
the proposal is consistent with Section
change that are filed with the
11A(a)(1)(C)(iii) of the Act,34 which sets
Commission, and all written
forth Congress’s finding that it is in the
communications relating to the
public interest and appropriate for the
proposed rule change between the
protection of investors and the
Commission and any person, other than maintenance of fair and orderly markets
those that may be withheld from the
to assure the availability to brokers,
public in accordance with the
dealers, and investors of information
provisions of 5 U.S.C. 552, will be
with respect to quotations for and
available for inspection and copying in
transactions in securities.
the Commission’s Public Reference
In support of the portion of the
Room. Copies of such filing also will be proposed rule change regarding UTP of
available for inspection and copying at
the Securities, the Exchange has made
the principal offices of the Exchange.
the following representations:
All comments received will be posted
28 In approving this rule change, the Commission
without change; the Commission does
notes that it has considered the proposed rule’s
not edit personal identifying
impact on efficiency, competition, and capital
information from submissions. You
formation. See 15 U.S.C. 78c(f).
should submit only information that
29 15 U.S.C. 78f(b)(5).
you wish to make available publicly. All
30 15 U.S.C. 78l(f).
31 Section 12(a) of the Act, 15 U.S.C. 78l(a),
submissions should refer to File
generally prohibits a broker-dealer from trading a
Number SR–NYSEArca–2006–17 and
security on a national securities exchange unless
should be submitted on or before
the security is registered on that exchange pursuant
August 21, 2006.
to Section 12 of the Act. Section 12(f) of the Act
III. Solicitation of Comments
IV. Commission’s Findings and Order
Granting Accelerated Approval of
Proposed Rule Change
The Commission finds that the
proposed rule change, as amended, is
consistent with the requirements of the
Act and the rules and regulations
PO 00000
Frm 00174
Fmt 4703
Sfmt 4703
excludes from this restriction trading in any
security to which an exchange ‘‘extends UTP.’’
When an exchange extends UTP to a security, it
allows its members to trade the security as if it were
listed and registered on the exchange even though
it is not so listed and registered.
32 See NYSE Order, supra note 5.
33 17 CFR 240.12f–5.
34 15 U.S.C. 78k–1(a)(1)(C)(iii).
E:\FR\FM\31JYN1.SGM
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Federal Register / Vol. 71, No. 146 / Monday, July 31, 2006 / Notices
1. NYSE Arca Equities has
appropriate rules to facilitate
transactions in this type of security in
all trading sessions.
2. NYSE Arca Equities surveillance
procedures are adequate to properly
monitor the trading of the Securities on
the Exchange.
3. NYSE Arca Equities will distribute
an Information Bulletin to its members
prior to the commencement of trading of
the Securities on the Exchange that
explains the terms, characteristics, and
risks of trading such securities.
4. NYSE Arca Equities will require a
member with a customer who purchases
newly issued Securities on the
Exchange to provide that customer with
a product prospectus and will note this
prospectus delivery requirement in the
Information Bulletin.
5. The Exchange will cease trading in
the Securities if: (1) The primary market
stops trading the securities because of a
regulatory halt similar to a halt based on
NYSE Arca Equities Rule 7.12 and/or a
halt because an updated dissemination
of the IIV or Index value at least every
15 seconds has ceased; or (2) if such
other event occurs or condition exists
which, in the opinion of the Exchange,
makes further dealings on the Exchange
inadvisable; or (3) the primary market
delists the Securities.
This approval order is conditioned on
NYSE Arca Equities’ adherence to these
representations.
The Commission finds good cause for
approving this proposed rule change, as
amended, before the thirtieth day after
the publication of notice thereof in the
Federal Register. As noted previously,
the Commission previously found that
the listing and trading of these
Securities on the NYSE is consistent
with the Act.35 The Commission
presently is not aware of any issue that
would cause it to revisit that earlier
finding or preclude the trading of these
funds on the Exchange pursuant to UTP.
Therefore, accelerating approval of this
proposed rule change should benefit
investors by creating, without undue
delay, additional competition in the
market for these Securities.
sroberts on PROD1PC70 with NOTICES
V. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,36 that the
proposed rule change (NYSEArca–
2006–17), as amended, is hereby
approved on an accelerated basis.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.37
SMALL BUSINESS ADMINISTRATION
Jill M. Peterson,
Assistant Secretary.
[FR Doc. E6–12148 Filed 7–28–06; 8:45 am]
California Disaster #CA–00037
Declaration of Economic Injury
BILLING CODE 8010–01–P
ACTION:
SMALL BUSINESS ADMINISTRATION
Harbert Mezzanine Partners II SBIC,
L.P. (License No. 04/04–0298); Notice
Seeking Exemption Under 312 of the
Small Business Investment Act,
Conflicts of Interest
Notice is hereby given that Harbert
Mezzanine Partners II SBIC, L.P. One
Riverchase Parkway South,
Birmingham, Alabama, 35244, a Federal
Licensee under the Small Business
Investment Act of 1958, as amended
(‘‘the Act’’), in connection with the
financing of a small concern, has sought
an exemption under section 312 of the
Act and section 107.730, Financings
Which Constitute Conflicts of Interest of
the Small Business Administration
(‘‘SBA’’) rules and regulations (13 CFR
107.730 (2003)). Harbert Mezzanine
Partners II SBIC, L.P. proposes to
provide loans to APC Work Force
Solutions, LLC (DBA Zero Chaos), 111
N. Orange Ave, Suite 1400, Orlando FL,
32801. The financing is contemplated
for the acquisition of another staffing
company.
The financing is brought within the
purview of Sec. 107.730 (a) (1) of the
Regulations because Harbinger
Mezzanine Partners, L.P., an Associate
of Harbert Mezzanine Partners II SBIC,
L.P., currently owns greater than 10
percent of APC Work Force Solutions,
LLC (DBA Zero Chaos), and therefore,
APC Work Force Solutions, LLC (DBA
Zero Chaos), is considered an Associate
of Harbert Mezzanine Partners II SBIC,
L.P. as defined in Sec. 105.50 of the
regulations.
Notice is hereby given that any
interested person may submit written
comments on the transaction, within 15
days, to the Associate Administrator for
Investment, U.S. Small Business
Administration, 409 Third Street, SW.,
Washington, DC 20416.
[Disaster Declaration #10535]
Small Business Administration.
Notice.
AGENCY:
SUMMARY: This is a notice of an
Economic Injury Disaster Loan (EIDL)
declaration for the State of California,
dated 07/21/2006.
Incident: Ferguson Rockslide.
Incident Period: 04/29/2006 and
continuing.
Effective Date: 07/21/2006.
EIDL Loan Application Deadline Date:
04/23/2007.
ADDRESSES: Submit completed loan
applications to: U.S. Small Business
Administration, National Processing
and Disbursement Center, 14925
Kingsport Road, Fort Worth, TX 76155.
FOR FURTHER INFORMATION CONTACT: A.
Escobar, Office of Disaster Assistance,
U.S. Small Business Administration,
409 3rd Street, SW., Suite 6050,
Washington, DC 20416.
SUPPLEMENTARY INFORMATION: Notice is
hereby given that as a result of the
Administrator’s EIDL declaration
applications for economic injury
disaster loans may be filed at the
address listed above or other locally
announced locations.
The following areas have been
determined to be adversely affected by
the disaster:
Primary Counties: Mariposa.
Contiguous Counties:
California, Madera, Merced,
Stanislaus, Tuolumne.
The Interest Rate is: 4.000 percent.
The number assigned to this disaster
for economic injury is 105350.
The State which received an EIDL
Declaration # is California.
(Catalog of Federal Domestic Assistance
Number 59002)
Steven C. Preston,
Administrator.
[FR Doc. E6–12150 Filed 7–28–06; 8:45 am]
BILLING CODE 8025–01–P
SMALL BUSINESS ADMINISTRATION
[Disaster Declaration #10538]
Dated: July 13, 2006.
Jaime Guzman-Fournier,
Associate Administrator for Investment.
[FR Doc. E6–12145 Filed 7–28–06; 8:45 am]
Delaware Disaster #DE–00002
BILLING CODE 8025–01–P
SUMMARY: This is a Notice of the
Presidential declaration of a major
disaster for Public Assistance Only for
35 See
NYSE Order, supra note 5.
36 15 U.S.C. 78s(b)(2).
VerDate Aug<31>2005
17:34 Jul 28, 2006
37 17
Jkt 208001
PO 00000
CFR 200.30–3(a)(12).
Frm 00175
Fmt 4703
Sfmt 4703
Small Business Administration.
Notice.
AGENCY:
ACTION:
E:\FR\FM\31JYN1.SGM
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Agencies
[Federal Register Volume 71, Number 146 (Monday, July 31, 2006)]
[Notices]
[Pages 43263-43268]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E6-12148]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-54189; File No. SR-NYSEArca-2006-17]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Order Granting Accelerated Approval of Proposed Rule Change and
Amendment No. 1 Thereto Relating to the Trading of the Index-Linked
Securities of Barclays Bank PLC Linked to the Performance of the Dow
Jones--AIG Commodity Index Total Return Pursuant to Unlisted Trading
Privileges
July 21, 2006.
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 May 16, 2006, NYSE Arca, Inc. (the ``Exchange''), through its wholly
owned subsidiary, NYSE Arca Equities, Inc. (``NYSE Arca Equities'' or
the ``Corporation''), filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the Exchange. On July 20,
2006, the Exchange filed Amendment No. 1 to the proposed rule
change.\3\ The Commission is publishing this notice and order to
solicit comments on the proposed rule change, as amended, from
interested persons and is approving the proposal on an accelerated
basis.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ In Amendment No. 1, the Exchange revised the proposed rule
text and amended the purpose section to provide (i) that the
Securities have a term of 30 years; (ii) that the Information
Bulletin will include a description of the Commission's no-action
relief; and (iii) an amended description of the Exchange's
surveillance procedures regarding the Securities. The changes in
Amendment No. 1 have been incorporated into this Notice and Order.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Through NYSE Arca Equities, the Exchange proposes to amend its
rules governing NYSE Arca, LLC (also referred to as the ``NYSE Arca
Marketplace''), the equities trading facility of NYSE Arca Equities.
Pursuant to NYSE Arca Equities Rule 5.2(j)(6), the Exchange proposes to
trade pursuant to unlisted trading privileges (``UTP'') the Index-
Linked Securities (``Securities'') of Barclays Bank PLC (``Barclays''),
which are linked to the performance of the Dow Jones--AIG Commodity
Index Total Return (``Index''). The Exchange also proposes new
Commentary .01 to NYSE Arca Equities Rule 5.2(j)(6) to accommodate the
trading of the Securities. The text of the proposed rule change is
included below. Proposed new language is italicized.
* * * * *
Rule 5.2(j)(6)
Index-Linked Securities
Introductory Paragraph and Sections (a)-(k)--No change.
Commentary:
.01 The provisions of this Commentary apply only to Index-Linked
Securities listed and/or traded under this Rule where the price of such
Index-Linked Securities is based in whole or part on the price of (i) a
commodity or commodities; (ii) any futures contracts or other
derivatives based on a commodity or commodities; or (iii) any index
based on either (i) or (ii) above (an ``Index'') (``Commodity Index-
Linked Securities''). Commodity Index-Linked Securities listed and/or
traded under this Rule may have a term of up to 30 years.
(a) An ETP Holder acting as a registered Market Maker in Commodity
Index-Linked Securities is obligated to comply with Rule 7.26
pertaining to limitations on dealings when such Market Maker, or
affiliate of such Market Maker, engages in Other Business Activities.
For purposes of Commodity Index-Linked Securities, Other Business
Activities shall include acting as a Market Maker or functioning in any
capacity involving market-making responsibilities in the Index
components, the commodities underlying the Index components, or
options, futures or options on futures on the Index, or any other
derivatives (collectively, ``derivative instruments'') based on the
Index or based on any Index component or any physical commodity
underlying an Index component. However, an approved person of an ETP
Holder acting as a registered Market Maker in Commodity Index-Linked
Securities that has established and obtained Corporation approval of
procedures restricting the flow of material, non-public market
information between itself and the ETP Holder pursuant to Rule 7.26,
and any member, officer or employee associated therewith, may act in a
market making capacity, other than as a Market Maker in the Commodity
Index-Linked Securities on another market center, in the Index
components, the commodities underlying the Index components, or any
derivative instruments based on the Index or based on any Index
component or any physical commodity underlying an Index component.
(b) The ETP Holder acting as a registered Market Maker in Commodity
Index-Linked Securities must file with the Corporation, in a manner
prescribed by the Corporation, and keep current a list identifying all
accounts for trading in the Index components, the commodities
underlying the Index components, or any derivative instruments based on
the Index or based on any Index component or any physical commodity
underlying an Index component, which the ETP Holder acting as
registered Market Maker may have or over which it may exercise
investment discretion. No ETP Holder acting as registered Market Maker
in the Commodity Index-Linked Securities shall trade in the Index
components, the commodities underlying the Index components, or any
derivative instruments based on the Index or based on any Index
component or any physical commodity underlying an Index component, in
an account in which an ETP Holder acting as a registered Market Maker,
directly or indirectly, controls trading activities, or has a direct
interest in the profits or losses thereof, which has not been reported
to the Corporation as required by this Rule.
[[Page 43264]]
(c) In addition to the existing obligations under Corporation rules
regarding the production of books and records (See, e.g. Rule 4.4), the
ETP Holder acting as a registered Market Maker in Commodity Index-
Linked Securities shall make available to the Corporation such books,
records or other information pertaining to transactions by such entity
or any limited partner, officer or approved person thereof, registered
or non-registered employee affiliated with such entity for its or their
own accounts in the Index components, the commodities underlying the
Index components, or any derivative instruments based on the Index or
based on any Index component or any physical commodity underlying an
Index component, as may be requested by the Corporation.
(d) In connection with trading in the Index components, the
commodities underlying the Index components, or any derivative
instruments based on the Index or based on any Index component or any
physical commodity underlying an Index component (including the
Commodity Index-Linked Securities), the ETP Holder acting as a
registered Market Maker in Commodity Index-Linked Securities shall not
use any material nonpublic information received from any person
associated with an ETP Holder or employee of such person regarding
trading by such person or employee in the Index components, the
commodities underlying the Index components, or any derivative
instruments based on the Index or based on any Index component or any
physical commodity underlying an Index component.
* * * * *
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
Pursuant to NYSE Arca Equities Rule 5.2(j)(6), the Exchange
proposes to trade pursuant to UTP the Securities of Barclays, which are
linked to the performance of the Index. Barclays intends to issue the
Securities under the name ``iPathSM Exchange-Traded Notes.''
The Exchange also proposes new Commentary .01 to NYSE Arca Equities
Rule 5.2(j)(6) to accommodate the trading of the Securities. The New
York Stock Exchange, Inc. (``NYSE'') filed with the Commission a rule
proposal for the original listing and trading of the Securities,\4\ and
the proposal was approved on May 25, 2006.\5\
---------------------------------------------------------------------------
\4\ See Securities Exchange Act Release No. 53639 (April 12,
2006), 71 FR 20741 (April 21, 2006) (SR-NYSE-2006-16) (the ``NYSE
Proposal'').
\5\ See Securities Exchange Act Release No. 53876 (May 25,
2006), 71 FR 32158 (June 2, 2006) (SR-NYSE-2006-16) (the ``NYSE
Order'').
---------------------------------------------------------------------------
(a) The Securities and the Index
(i) The Securities
In August 2005, the Commission approved NYSE Arca Equities Rule
5.2(j)(6), which provides general standards for the listing and trading
of ``Index-Linked Securities.'' \6\ Index-Linked Securities are
securities that provide for the payment at maturity of a cash amount
based on the performance of an underlying index or indexes. Such
securities may or may not provide for the repayment of the original
principal investment amount. As permitted in NYSE Arca Equities Rule
5.2(j)(6), the Exchange is submitting this rule proposal to the
Commission pursuant to Section 19(b)(2) of the Act,\7\ to obtain
Commission approval to trade the Securities pursuant to UTP.
---------------------------------------------------------------------------
\6\ See Securities Exchange Act Release No. 52204 (August 3,
2005), 70 FR 46559 (August 10, 2005) (SR-PCX-2005-63).
\7\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------
A description of the Securities and the Index is set forth in the
NYSE Proposal.\8\ The Securities are a series of medium-term debt
securities of Barclays that provide for a cash payment at maturity or
upon earlier exchange at the holder's option, based on the performance
of the Index, subject to the adjustments described below.
---------------------------------------------------------------------------
\8\ See supra note 4.
---------------------------------------------------------------------------
The Securities will not have a minimum principal amount that will
be repaid and, accordingly, payment on the Securities prior to or at
maturity may be less than the original issue price of the Securities.
In fact, the value of the Index must increase for the investor to
receive at least the $50 principal amount per Security at maturity or
upon exchange or redemption. If the value of the Index decreases or
does not increase sufficiently to offset the investor fee,\9\ the
investor will receive less, and possibly significantly less, than the
$50 principal amount per Security. In addition, holders of the
Securities will not receive any interest payments from the Securities.
The Securities will have a term of 30 years and are not callable.\10\
---------------------------------------------------------------------------
\9\ The investor fee is equal to 0.75% per year times the
principal amount of a holder's Securities times the index factor,
calculated on a daily basis in the following manner. The investor
fee on the date of issuance of the Securities will equal zero. On
each subsequent calendar day until maturity or early redemption, the
investor fee will increase by an amount equal to 0.75% times the
principal amount of a holder's Securities times the index factor on
that day (or, if such day is not a trading day, the index factor on
the immediately preceding trading day) divided by 365. The investor
fee is the only fee holders will be charged in connection with their
ownership of the Securities.
\10\ Telephone conversation between Florence Harmon, Senior
Special Counsel, Division of Market Regulation, Commission and John
Carey, Assistant General Counsel, NYSE Group, Inc. on July 12, 2006
(``July 12 Telephone Conference'') (confirming the Securities are
not callable).
---------------------------------------------------------------------------
Holders who have not previously redeemed their Securities will
receive a cash payment at maturity equal to the principal amount of
their Securities times the index factor \11\ on the Final Valuation
Date \12\ minus the investor fee on the Final Valuation Date.
---------------------------------------------------------------------------
\11\ The ``index factor'' on any given day will be equal to the
closing value of the Index on that day divided by the initial index
level. The index factor on the Final Valuation Date will be equal to
the final index level divided by the initial index level. The
``initial index level'' is the closing value of the Index on the
date of issuance of the Securities (the ``Trade Date'') and the
``final index level'' is the closing value of the Index on the Final
Valuation Date.
\12\ The ``Final Valuation Date'' is the last Thursday before
maturity of the Securities.
---------------------------------------------------------------------------
Prior to maturity, holders may, subject to certain restrictions,
redeem their Securities on any Redemption Date \13\ during the term of
the Securities provided that they present at least 50,000 Securities
for redemption, or they act through a broker or other financial
intermediaries (such as a bank or other financial institution not
required to register as a broker-dealer to engage in securities
transactions) that are willing to bundle their Securities for
redemption with other investors' Securities. If a holder chooses to
redeem
[[Page 43265]]
such holder's Securities, the holder will receive a cash payment on the
applicable Redemption Date equal to the principal amount of such
holder's Securities times the index factor on the applicable Valuation
Date minus the investor fee on the applicable Valuation Date. To redeem
their Securities, holders must instruct their broker or other person
through whom they hold their Securities to follow certain procedures as
described in the NYSE Proposal.\14\
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\13\ A ``Redemption Date'' is the third business day following a
Valuation Date (other than the Final Valuation Date). A ``Valuation
Date'' is each Thursday from the first Thursday after issuance of
the Securities until the last Thursday before the Final Valuation
Date inclusive (or, if such date is not a trading day, the next
succeeding trading day).
\14\ If holders elect to redeem their Securities, Barclays may
request that Barclays Capital Inc. (a broker-dealer) purchase the
Securities for the cash amount that would otherwise have been
payable by Barclays upon redemption. In this case, Barclays will
remain obligated to redeem the Securities if Barclays Capital Inc.
fails to purchase the Securities. Any Securities purchased by
Barclays Capital Inc. may remain outstanding.
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If an event of default occurs and the maturity of the Securities is
accelerated, Barclays will pay the default amount in respect of the
principal of the Securities at maturity. More information regarding
default procedures, including a quotation period and an objection
period, is set forth in the NYSE Proposal.
(ii) The Index
The Index, which was introduced in July 1998, is designed to be a
diversified benchmark for commodities as an asset class. The Index
reflects the returns that are potentially available through an
unleveraged investment in the futures contracts on physical commodities
traded on trading facilities in major industrialized countries
comprising the Index plus the rate of interest that could be earned on
cash collateral invested in specified Treasury Bills.\15\ The Index
currently is composed of the prices of 19 exchange-traded futures
contracts on physical commodities, namely aluminum, coffee, copper,
corn, cotton, crude oil, gold, heating oil, hogs, live cattle, natural
gas, nickel, silver, soybeans, soybean oil, sugar, unleaded gasoline,
wheat, and zinc. Futures contracts on the Index are currently listed
for trading on the Chicago Board of Trade (``CBOT''). The Index is a
proprietary index that AIGI International Inc. developed and that Dow
Jones & Company, Inc. (``Dow Jones''), in conjunction with AIG
Financial Products Corp. (``AIG-FP''), calculates. More information
regarding the operation, calculation methodology, weighting, and
historical performance of the Index is set forth in the NYSE Proposal.
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\15\ These returns are calculated by using the 91-day U.S.
Treasury Bill auction rate, designated as ``High Rate'' as published
in the ``Treasury Security Auction Results'' report, published by
the Bureau of the Public Debt currently available on its Web site
(www.publicdebt.treas.gov/AI/AIGateway), which is generally
published once per week on Monday.
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(b) Dissemination and Availability of Information
(i) The Intraday Indicative Value
According to the NYSE Proposal, an ``Intraday Indicative Value'' (
or ``IIV'') meant to approximate the intrinsic economic value of the
Securities will be calculated and published via the facilities of the
Consolidated Tape Association every 15 seconds from 9:30 a.m. to 4 p.m.
Eastern Time (``ET'') on each day on which the Securities are traded on
the NYSE.\16\ Additionally, Barclays or an affiliate will calculate and
publish the closing IIV of the Securities on each trading day at http:/
/www.ipathetn.com. In connection with the Securities, the term ``IIV''
refers to the value at a given time determined based on the following
equation: IIV = Principal Amount per Unit ($50) multiplied by (Current
Index Level divided by Initial Index Level ) \17\ minus Current
Investor Fee.\18\
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\16\ The IIV calculation will be provided for reference purposes
only. It is not intended as a price or quotation, or as an offer or
solicitation for the purchase, sale, redemption or termination of
the Securities, nor does it reflect hedging or transaction costs,
credit considerations, market liquidity, or bid-offer spreads.
Published Index levels from the index sponsors may occasionally be
subject to delay or postponement. Any such delays or postponements
will affect the Current Index Level (defined below) and therefore
the IIV of the Securities. Index levels provided by the index
sponsors will not necessarily reflect the depth and liquidity of the
underlying commodities markets. For this reason and others, the
actual trading price of the Securities may be different from their
IIV.
\17\ The Current Index Level is the most recent published level
of the Index as reported by Dow Jones and AIG-FP, whereas the
Initial Index Level is the Index level on the trade date for the
Securities.
\18\ The Current Investor Fee is the most recent daily
calculation of the investor fee with respect to the Securities,
determined as described above (which, during any trading day, will
be the investor fee determined on the preceding calendar day).
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The IIV will not reflect price changes to the price of an
underlying commodity between the close of trading of the futures
contract at the relevant futures exchange and 4 p.m. ET. The value of
the Securities may accordingly be influenced by non-concurrent trading
hours between the Exchange and the various futures exchanges on which
the futures contracts based on the Index commodities are traded.
While the market for futures trading for each of the Index
commodities is open, the IIV can be expected to closely approximate the
redemption value of the Securities. However, during NYSE Arca
Marketplace trading hours when the futures contracts have ceased
trading, spreads and resulting premiums or discounts may widen, and
therefore, increase the difference between the price of the Securities
and their redemption value. The Exchange stated that the IIV should not
be viewed as a real time update of the redemption value.
(ii) The Index
According to the NYSE Proposal, Dow Jones disseminates the updated
Index value approximately every 15 seconds (assuming the Index value
has changed within such 15 second interval) from 8 a.m. to 3 p.m. ET
and publishes a daily Index value at approximately 4 p.m. ET, on each
DJ-AIG Business Day \19\ on Reuters page AIGCII.\20\ The Index value
can still be retrieved after 3 p.m. ET until the end of the Exchange
trading day. Its value is generally static after 3 p.m. ET, although it
may change if settlement values for Index components become available
after that time.
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\19\ A DJ-AIG Business Day is a day on which the sum of the
commodity index percentages (as set forth in the NYSE Proposal) for
the Index commodities that are available to trade is greater than
50%.
\20\ The Index's Oversight Committee (defined and described in
more detail in the NYSE Proposal) may exclude any otherwise eligible
contract from the Index if it determines that it has an inadequate
trading window. The Index currently includes contracts traded on the
London Metal Exchange (``LME''), which is located in London. During
the hours where the LME is closed, Dow Jones uses the last price and
uses the settlement price once it is available in order to publish
the Index value through the end of the trading day. The Index value
does not reflect any after-hours or overnight trading in contracts
traded on the LME.
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(c) UTP Trading Criteria
The Exchange will cease trading in the Securities during the
listing market's trading hours if: (i) The listing market stops trading
the Securities because of a regulatory halt similar to a halt based on
NYSE Arca Equities Rule 7.12 or a halt because the IIV or the value of
the underlying Index is no longer available; or (ii) the listing market
delists the Securities. In the event that the Exchange is open for
business on a day that is not a DJ-AIG Business Day, the Exchange will
not permit trading of the Securities on that day. Additionally, the
Exchange may cease trading the Securities if such other event shall
occur or condition exists which, in the opinion of the Exchange, makes
further dealings on the Exchange inadvisable.
(d) Trading Rules
The Exchange deems the Securities to be equity securities, thus
rendering trading in the Securities subject to the Exchange's existing
rules governing the trading of equity securities. Trading in
[[Page 43266]]
the Securities on the Exchange will occur from 4 a.m. to 8 p.m. ET in
accordance with NYSE Arca Equities Rule 7.34(a).\21\ The Exchange has
appropriate rules to facilitate transactions in the Securities during
all trading sessions. The minimum trading increment for Securities on
the Exchange will be $0.01.
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\21\ During all NYSE Arca Equities trading sessions, the
Exchange represents that if the official Index Sponsor calculates an
updated Index value, then such value will be updated and
disseminated at least every 15 seconds during such trading session,
and always will be so during the Exchange's core trading session
(although during this session, the Exchange may rely on the listing
exchange to monitor such calculation and dissemination). The
Exchange represents that the official Index Sponsor calculates and
disseminates the Index value from 8 a.m. to 4 p.m. ET. Because this
product is not in continuous distribution, an IIV is not required to
be disseminated at least every 15 seconds in all trading sessions;
however, because of the weekly redemption process for this product,
such dissemination of the IIV is required during the Exchange's core
trading session. The Exchange may rely on the listing market to
monitor such dissemination of the IIV during the Exchange's core
trading session. July 12 Telephone Conference.
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Further, the Exchange is proposing new Commentary .01 to NYSE Arca
Equities Rule 5.2(j)(6), which sets forth certain restrictions on ETP
Holders acting as registered Market Makers in the Securities to
facilitate surveillance. Commentary .01(b)-(c) to NYSE Arca Equities
Rule 5.2(j)(6) will require that the ETP Holder acting as a registered
Market Maker in the Securities provide the Exchange with necessary
information relating to its trading in the Index components, the
commodities underlying the Index components, or options, futures or
options on futures on the Index, or any other derivatives
(collectively, ``derivative instruments'') based on the Index or based
on any Index component or any physical commodity underlying an Index
component. Commentary .01(d) to NYSE Arca Equities Rule 5.2(j)(6) will
prohibit the ETP Holder acting as a registered Market Maker in the
Securities from using any material nonpublic information received from
any person associated with an ETP Holder or employee of such person
regarding trading by such person or employee in the Index components,
the commodities underlying the Index components, or any derivative
instruments based on the Index or based on any Index component or any
physical commodity underlying an Index component (including the
Securities). In addition, Commentary .01(a) to NYSE Arca Equities Rule
5.2(j)(6) will prohibit the ETP Holder acting as a registered Market
Maker in the Securities from being affiliated with a market maker in
the Index components, the commodities underlying the Index components,
or any derivative instruments based on the Index or based on any Index
component or any physical commodity underlying an Index component
unless adequate information barriers are in place, as provided in NYSE
Arca Equities Rule 7.26.
With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Securities. Trading in the Securities may be halted
because of market conditions or for reasons that, in the view of the
Exchange, make trading in the Securities inadvisable. These may
include: (i) The extent to which trading is not occurring in the Index
components; or (ii) whether other unusual conditions or circumstances
detrimental to the maintenance of a fair and orderly market are
present. In addition, trading in Securities will be subject to trading
halts caused by extraordinary market volatility pursuant to the
Exchange's ``circuit breaker'' rule \22\ or by the halt or suspension
of the trading of the Index components.\23\
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\22\ See NYSE Arca Equities Rule 7.12.
\23\ See ``UTP Trading Criteria'' above for specific instances
when the Exchange will cease trading the Securities.
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The Securities will be deemed ``Eligible Listed Securities,'' as
defined in NYSE Arca Equities Rule 7.55, for purposes of the
Intermarket Trading System (``ITS'') Plan and therefore will be subject
to the trade through provisions of NYSE Arca Equities Rule 7.56, which
require that ETP Holders avoid initiating trade-throughs for ITS
securities.
(e) Surveillance
The Exchange's surveillance procedures will incorporate and rely
upon existing Exchange surveillance procedures governing equities. The
Exchange believes that these procedures are adequate to monitor
Exchange trading of the Securities in all trading sessions and to
detect violations of Exchange rules, thereby deterring manipulation.
The Exchange's current trading surveillance focuses on detecting
securities trading outside their normal patterns. When such situations
are detected, surveillance analysis follows and investigations are
opened, where appropriate, to review the behavior of all relevant
parties for all relevant trading violations.
The Exchange will be able to obtain information regarding trading
in the Securities and the Index components through ETP Holders in
connection with such ETP Holders' proprietary or customer trades which
they effect on any relevant market. In addition, the Exchange can
obtain market surveillance information with respect to transactions
occurring on the LME, including customer identity information, pursuant
to a memorandum of understanding with the LME. The Exchange has access
to transaction information, including customer identity information,
with respect to all contracts traded on the New York Mercantile
Exchange (``NYMEX'') pursuant to the Exchange's information sharing
agreement with NYMEX. All of the other trading venues on which current
Index components are traded, such as CBOT, are members of the
Intermarket Surveillance Group, and the Exchange therefore has access
to all relevant trading information with respect to those contracts
without any further action being required on the part of the Exchange.
(f) Information Bulletin
Prior to the commencement of trading, the Exchange will inform its
ETP Holders in an Information Bulletin of the special characteristics
and risks associated with trading the Securities. Specifically, the
Information Bulletin will discuss the following: (i) The procedures for
redemptions of Securities (and that Securities are not individually
redeemable but are redeemable only in aggregations of at least 50,000
Securities); (ii) NYSE Arca Equities Rule 9.2(a),\24\ which imposes a
duty of due diligence on its ETP Holders to learn the essential facts
relating to every customer prior to trading the Securities; (iii) how
information regarding the IIV is disseminated; (iv) the requirement
that ETP Holders deliver a prospectus to investors purchasing newly
issued Securities prior to or concurrently with the confirmation of a
transaction (either in the initial distribution or during any
[[Page 43267]]
subsequent distribution); and (v) trading information.
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\24\ The Exchange recently amended NYSE Arca Equities Rule
9.2(a) (``Diligence as to Accounts'') to provide that EPT Holders,
before recommending a transaction, must have reasonable grounds to
believe that the recommendation is suitable for the customer based
on any facts disclosed by the customer as to his other security
holdings and as to his financial situation and needs. Further, the
proposed rule amendment provides, with a limited exception, that
prior to the execution of a transaction recommended to a non-
institutional customer, the ETP Holders shall make reasonable
efforts to obtain information concerning the customer's financial
status, tax status, investment objectives, and any other information
that they believe would be useful to make a recommendation. See
Securities Exchange Act Release No. 54045 (June 26, 2006), 71 FR
37971 (July 3, 2006) (SR-PCX-2005-115).
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The Information Bulletin will also reference the fact that there is
no regulated source of last sale information regarding physical
commodities, and that the Commission has no jurisdiction over the
trading of physical commodities such as aluminum, gold, crude oil,
heating oil, corn and wheat, or the futures contracts on which the
value of the Securities is based.
The Information Bulletin will also detail the terms of no-action
positions taken by the Commission staff in connection with the
Securities with respect to Section 11(d)(1) of the Act, Rule 10a-1
under the Act, Rule 200(g) of Regulation SHO and Rules 101 and 102 of
Regulation M.
2. Statutory Basis
The Exchange believes that the basis for this proposed rule change
is consistent with the requirements under Section 6(b)(5) of the Act
\25\ that an exchange have rules that are 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 facilitating transaction in securities, to
remove impediments and perfect the mechanisms of a free and open
market, and, in general, to protect investors and the public interest.
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\25\ 15 U.S.C. 78s(b)(5).
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In addition, the Exchange believes that the proposal is consistent
with Rule 12f-5 under the Act \26\ because it deems the Securities to
be equity securities, thus rendering the Securities subject to the
Exchange's rules governing the trading of equity securities for the
Securities.\27\
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\26\ 17 CFR 240.12f-5.
\27\ July 12 Telephone Conference (the Exchange requested that
the Commission delete the word ``existing'' to clarify that the
Securities will be subject to all applicable Exchange rules
governing the trading of equity securities for the Securities).
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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 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
Written comments on the proposed rule change were neither solicited
nor 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. Comments may be
submitted by any of the following methods:
Electronic Comments
Use the Commission's Internet comment form (https://
www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-NYSEArca-2006-17 on the subject line.
Paper Comments
Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSEArca-2006-17. This
file number should be included on the subject line if e-mail 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 Web site (https://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 inspection
and copying in the Commission's Public Reference Room. Copies of such
filing also will be available for inspection and copying at the
principal offices of the Exchange. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-NYSEArca-2006-17 and should be submitted on or before
August 21, 2006.
IV. Commission's Findings and Order Granting Accelerated Approval of
Proposed Rule Change
The Commission finds that the proposed rule change, as amended, is
consistent with the requirements of the Act and the rules and
regulations thereunder applicable to a national securities
exchange.\28\ In particular, the Commission finds that the proposed
rule change is consistent with Section 6(b)(5) of the Act,\29\ which
requires that an exchange have rules designed, among other things, 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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\28\ In approving this rule change, the Commission notes that it
has considered the proposed rule's impact on efficiency,
competition, and capital formation. See 15 U.S.C. 78c(f).
\29\ 15 U.S.C. 78f(b)(5).
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In addition, the Commission finds that the proposal is consistent
with Section 12(f) of the Act,\30\ which permits an exchange to trade,
pursuant to UTP, a security that is listed and registered on another
exchange.\31\ The Commission notes that it previously approved the
listing and trading of the Securities on NYSE.\32\ The Commission also
finds that the proposal is consistent with Rule 12f-5 under the
Act,\33\ which provides that an exchange shall not extend UTP to a
security unless the exchange has in effect a rule or rules providing
for transactions in the class or type of security to which the exchange
extends UTP. NYSE Arca Equities rules deem the Securities to be equity
securities, thus trading in the Securities will be subject to the
Exchange's rules governing the trading of equity securities and the
specific rules set forth herein for this product class.
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\30\ 15 U.S.C. 78l(f).
\31\ Section 12(a) of the Act, 15 U.S.C. 78l(a), generally
prohibits a broker-dealer from trading a security on a national
securities exchange unless the security is registered on that
exchange pursuant to Section 12 of the Act. Section 12(f) of the Act
excludes from this restriction trading in any security to which an
exchange ``extends UTP.'' When an exchange extends UTP to a
security, it allows its members to trade the security as if it were
listed and registered on the exchange even though it is not so
listed and registered.
\32\ See NYSE Order, supra note 5.
\33\ 17 CFR 240.12f-5.
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The Commission further believes that the proposal is consistent
with Section 11A(a)(1)(C)(iii) of the Act,\34\ which sets forth
Congress's finding that it is in the public interest and appropriate
for the protection of investors and the maintenance of fair and orderly
markets to assure the availability to brokers, dealers, and investors
of information with respect to quotations for and transactions in
securities.
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\34\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
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In support of the portion of the proposed rule change regarding UTP
of the Securities, the Exchange has made the following representations:
[[Page 43268]]
1. NYSE Arca Equities has appropriate rules to facilitate
transactions in this type of security in all trading sessions.
2. NYSE Arca Equities surveillance procedures are adequate to
properly monitor the trading of the Securities on the Exchange.
3. NYSE Arca Equities will distribute an Information Bulletin to
its members prior to the commencement of trading of the Securities on
the Exchange that explains the terms, characteristics, and risks of
trading such securities.
4. NYSE Arca Equities will require a member with a customer who
purchases newly issued Securities on the Exchange to provide that
customer with a product prospectus and will note this prospectus
delivery requirement in the Information Bulletin.
5. The Exchange will cease trading in the Securities if: (1) The
primary market stops trading the securities because of a regulatory
halt similar to a halt based on NYSE Arca Equities Rule 7.12 and/or a
halt because an updated dissemination of the IIV or Index value at
least every 15 seconds has ceased; or (2) if such other event occurs or
condition exists which, in the opinion of the Exchange, makes further
dealings on the Exchange inadvisable; or (3) the primary market delists
the Securities.
This approval order is conditioned on NYSE Arca Equities' adherence
to these representations.
The Commission finds good cause for approving this proposed rule
change, as amended, before the thirtieth day after the publication of
notice thereof in the Federal Register. As noted previously, the
Commission previously found that the listing and trading of these
Securities on the NYSE is consistent with the Act.\35\ The Commission
presently is not aware of any issue that would cause it to revisit that
earlier finding or preclude the trading of these funds on the Exchange
pursuant to UTP. Therefore, accelerating approval of this proposed rule
change should benefit investors by creating, without undue delay,
additional competition in the market for these Securities.
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\35\ See NYSE Order, supra note 5.
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V. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\36\ that the proposed rule change (NYSEArca-2006-17), as amended,
is hereby approved on an accelerated basis.
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\36\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\37\
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\37\ 17 CFR 200.30-3(a)(12).
Jill M. Peterson,
Assistant Secretary.
[FR Doc. E6-12148 Filed 7-28-06; 8:45 am]
BILLING CODE 8010-01-P