Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Order Granting Accelerated Approval of a Proposed Rule Change as Modified by Amendment No. 1 Thereto To Trade Shares of the PowerShares DB U.S. Dollar Index Funds Pursuant to Unlisted Trading Privileges, 13847-13851 [E7-5316]

Download as PDF Federal Register / Vol. 72, No. 56 / Friday, March 23, 2007 / Notices sroberts on PROD1PC70 with NOTICES CDS operates the New York Link Service, which enables CDS Participants to clear and settle transactions with DTC Participants through sponsored accounts maintained by CDS with DTC and NSCC. Through such sponsored accounts, CDS Participants may clear and settle transactions on a trade for trade basis or on a continuous net settlement basis through the facilities of DTC and NSCC. DTC operates the Canadian-Link Service, which enables DTC Participants to clear and settle transactions with CDS Participants through an omnibus account maintained by DTC at CDS.5 In order to more efficiently facilitate cross-border clearance and settlement DTC, NSCC, and CDS have agreed not to charge each other for Covered Services 6 in Omnibus Accounts. Currently, DTC, NSCC, and CDS charge fees in accordance with their respective standard fee schedules for securities clearing, settlement, and asset servicing in their respective Omnibus Accounts. The proposed rule change would provide that instead of invoicing each other each month for services in the Omnibus Accounts, DTC and NSCC will no longer charge CDS for Covered Services in Omnibus Accounts in exchange for CDS no longer charging DTC and NSCC for similar services. As most of the activity processed in each of the Omnibus Accounts relates to reciprocal services which are charged to DTC, NSCC, and CDS at different rates (e.g., DTC would be charged in accordance with the standard CDS fee schedule and vice versa) not charging each other for Covered Services will ensure that the fees of NSCC and CDS are more equitably aligned. DTC, NSCC, and CDS will continue to charge their respective participants for activity in the Omnibus Accounts. This proposed rule change is consistent with the requirements Section 17A of the Act and the rules and regulations thereunder because it recognizes that most of the activity in the Omnibus Accounts represents the processing of reciprocal activity in similar services used by each of the 5 Securities Exchange Act Release No. 52784 (November 16, 2005), 70 FR 70902 (November 23, 2005) [File No. SR–DTC–2005–08]. 6 ‘‘Covered Services’’ includes such services as: (a) Messaging and conversion of messages, (b) clearing, (c) monthly account charges, (d) deliveries/receives, (e) deposits and withdrawals, (f) custody, (g) asset servicing (dividends, reorganizations), (h) tax services, including U.S. and Canadian tax withholding, as applicable, and non-U.S. Tax Relief and Foreign Currency Payments via the Elective Dividend Service (EDS), (i) communications/networking, (j) money settlement (and roll-up), (k) reconciliation, and (l) any other services agreed to between DTC, NSCC, and CDS in writing. VerDate Aug<31>2005 16:41 Mar 22, 2007 Jkt 211001 entities which are charged to DTC, NSCC, and CDS at different rates. As such, it provides for a more equitable allocation of fees charged by DTC and NSCC. (B) Self-Regulatory Organization’s Statement on Burden on Competition NSCC does not believe that the proposed rule change would have any impact or impose any burden on competition. (C) Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments relating to the proposed rule change have not yet been solicited or received. NSCC will notify the Commission of any written comments received by NSCC. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing rule change changes fees charged clearing members by NSCC, it has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act 7 and Rule 19b–4(f)(2) 8 thereunder. At any time within sixty days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml) or • Send an e-mail to rulecomments@sec.gov. Please include File Number SR–NSCC–2007–02 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–NSCC–2007–02. 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 (http://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission’s Public Reference Section, 100 F Street, NE., Washington, DC 20549. Copies of such filing also will be available for inspection and copying at the principal office of NSCC and on NSCC’s Web site at http://www.nscc.org. 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–NSCC–2007–02 and should be submitted on or before April 13, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.9 Florence E. Harmon, Deputy Secretary. [FR Doc. E7–5350 Filed 3–22–07; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–55484; File No. SR– NYSEArca–2006–67] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Order Granting Accelerated Approval of a Proposed Rule Change as Modified by Amendment No. 1 Thereto To Trade Shares of the PowerShares DB U.S. Dollar Index Funds Pursuant to Unlisted Trading Privileges March 16, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934, as amended, (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that 9 17 7 15 U.S.C. 78s(b)(3)(A)(ii). 8 17 CFR 240.19b–4(f)(2). PO 00000 Frm 00113 Fmt 4703 Sfmt 4703 13847 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 E:\FR\FM\23MRN1.SGM 23MRN1 13848 Federal Register / Vol. 72, No. 56 / Friday, March 23, 2007 / Notices on September 28, 2006, NYSE Arca, Inc. (‘‘NYSE Arca’’ or ‘‘Exchange’’), through its wholly owned subsidiary NYSE Arca Equities, Inc. (‘‘NYSE Arca Equities’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been substantially prepared by the Exchange. On March 6, 2006, the Exchange filed Amendment No. 1 to the proposed rule change. The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. This order provides notice of the proposed rule change as modified by Amendment No. 1 and approves the proposed rule change as amended on an accelerated basis. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange is proposing to trade shares (‘‘Shares’’) of the PowerShares DB U.S. Dollar Index Bullish Fund and the PowerShares DB U.S. Dollar Index Bearish Fund (collectively the ‘‘Funds’’) pursuant to unlisted trading privileges (‘‘UTP’’) under Commentary .02 to NYSE Arca Equities Rule 8.200. The text of the proposed rule change is available at the Exchange, the Commission’s Public Reference Room, and http:// nysearca.com. 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 sroberts on PROD1PC70 with NOTICES 1. Purpose Pursuant to Commentary .02 to NYSE Arca Equities Rule 8.200, the Exchange may approve for listing and trading trust issued receipts (‘‘TIRs’’) investing in shares or securities (‘‘Investment Shares’’) that hold investments in any combination of futures contracts, options on futures contracts, forward contracts, commodities, swaps or high VerDate Aug<31>2005 16:41 Mar 22, 2007 Jkt 211001 credit quality short-term fixed income securities or other securities.3 The Commission previously approved a proposal to list and trade the Shares by the American Stock Exchange LLC (the ‘‘Amex’’).4 The Exchange proposes to trade pursuant to UTP the Shares of the Funds under Commentary .02 to NYSE Arca Equities Rules 8.200. The Shares represent beneficial ownership interests in the corresponding common units of beneficial interests of the DB U.S. Dollar Index Master Bullish Fund and the DB U.S. Dollar Index Master Bearish Fund, respectively (collectively, the ‘‘Master Funds’’). The overall investment objective of each of the Funds and the Master Funds is to reflect the performance of their respective benchmark index, less expenses, plus the excess, if any, of the corresponding Master Fund’s interest income from its holdings of U.S. Treasury and other high credit quality short-term fixed income securities over its expenses. The Bullish Fund will seek to track the ‘‘Long Index’’ by investing in long positions in futures contracts (‘‘DX Contracts’’) on the U.S. Dollar Index (USDX) while the Bearish Fund will seek to track the ‘‘Short Index’’ by investing in short positions in DX Contracts on the USDX (collectively, the ‘‘Indexes’’). Both the Long Index and Short Index (collectively, the ‘‘Indexes’’) are designed to reflect the return from investing in the first-to-expire DX Contract. DX Contracts are traded through the FINEX currency markets of the New York Board of Trade (‘‘NYBOT’’). As discussed more fully in the Amex Notice, the USDX is composed of six underlying foreign currencies (the ‘‘Index Currencies’’), and the value of the USDX reflects a general indication of the international value of the U.S. Dollar (‘‘USD’’) by averaging the exchange rates between the USD and the Index Currencies. The use of a long position in a DX Contract in the construction of the Long Index would cause the Long Index level to rise as a result of any upward price movement in the DX Contract. Conversely, the use of a short position in a DX Contract in the construction of the Short Index would cause the Short Index level to rise as a result of any 3 In April 2006, the Commission approved Commentary .02 to NYSE Area Equities Rule 8.200, which sets forth the rules related to listing and trading criteria for Investment Shares, and approved trading pursuant to UTP the shares of the DB Commodity Index Tracking Fund. See Securities Exchange Act Release No. 53736 (April 27, 2006), 71 FR 26582 (May 5, 2006) (SR–PCX–2006–22). 4 See Securities Exchange Act Release No. 55292 (February 14, 2007), 72 FR 8406 (February 26, 2007) (the ‘‘Amex Order’’). PO 00000 Frm 00114 Fmt 4703 Sfmt 4703 downward price movement in the DX Contract. As a result, the performance of the Long Index and Short Index would reflect any rise or fall of the USD versus the underlying basket of Index Currencies. The Shares. Issuances of the Shares will be made only in one or more blocks of 200,000 Shares (each such block, a ‘‘Basket’’). Each of the Funds will issue and redeem Shares on a continuous basis, by or through participants that have entered into participant agreements (each, an ‘‘Authorized Participant’’) with the Managing Owner at the net asset value (‘‘NAV’’) per Share next determined after an order to purchase a Basket is received in proper form. A Basket will be issued in exchange for a cash amount equal to the NAV per Share times 200,000 Shares (the ‘‘Cash Deposit Amount’’). The Bank of New York (the ‘‘Administrator’’) will determine the Cash Deposit Amount on each business day. An Authorized Participant that wishes to purchase a Basket must transfer the Cash Deposit Amount to the Administrator. Authorized Participants that wish to redeem a Basket will receive cash in exchange for each Basket surrendered in an amount equal to the NAV per Basket.5 Availability of Information About the Indexes, the Underlying DX Contracts and the Shares. As set forth in the Amex Order, information regarding the Shares will be available through the Amex, Deutsche Bank AG London (the ‘‘Index Sponsor’’), and various independent sources. The Index Sponsor will calculate the values of the Indexes during the trading day and such values will be disseminated at least every 15 seconds through major market data vendors and the Index Sponsor’s Web site.6 The Amex will also disseminate for each of the Funds on a per-Share basis an updated ‘‘Indicative Fund Value’’ (or ‘‘IFV’’), which reflects the cash required for creations and redemptions for each Fund, adjusted to reflect the price changes of the DX Contracts and the holdings of U.S. 5 Pursuant to a telephone conversation between Andrew Stevens, Assistant General Counsel, NYSE and Ronesha A. Butler, Special Counsel, Division of Market Regulation (‘‘Division’’), Commission, on March 14, 2007, this paragraph was added to clarify the creation and redemption process for the Shares. 6 Amex has represented that the Managing Owner would seek to arrange to have each Index calculated and disseminated at least every 15 seconds on a daily basis through a third party if the Index Sponsor ceases to calculate and disseminate an Index. If, however, the Managing Owner is unable to arrange the calculation and dissemination of any Index value, the Amex has represented that it will undertake to delist the Shares related to such Index. In such case, the Exchange would halt trading such Shares. See Amex Order, supra note 4. E:\FR\FM\23MRN1.SGM 23MRN1 sroberts on PROD1PC70 with NOTICES Federal Register / Vol. 72, No. 56 / Friday, March 23, 2007 / Notices Treasury securities and other highcredit-quality, short-term fixed income securities, at least every 15 seconds from 9:30 a.m. to 4:15 p.m. Eastern Time (‘‘ET’’). Shortly after 4 p.m. ET each business day, the Administrator will determine the NAV for each of the Funds, and the NAV per Share for each of the Funds will be disseminated to all market participants at the same time.7 According to the Amex Order, on each business day, the Administrator will make available immediately prior to the opening of trading on the Amex the most recent Cash Deposit Amount for the creation of a Basket, and the Amex will disseminate the current value of the Cash Deposit Amount on a per-Share basis at least every 15 seconds throughout the trading day. The daily settlement prices of the DX Contracts, specific contract specifications, and delayed futures contract information on current and past trading sessions, including futures quotes and last sale information, are publicly available on NYBOT’s Web site and on the Web sites of various market data vendors, news publications, automated quotation systems, or other financial information services. The Amex also intends to disseminate on a daily basis for each of the Funds information with respect to the daily trading volume of each of the Shares, the number of Shares outstanding, the closing prices of each Fund’s Shares, the corresponding NAV, and a hyperlink on its Web site to the Index Sponsor’s Web site. The Web site for the Funds is http://www.dbfunds.db.com. The Web site for the Funds and/or Amex, which is publicly accessible at no charge, will contain the following information: (1) The current NAV per Share daily, the prior business day’s NAV, and the reported closing price; (2) the mid-point of the bid-ask price in relation to the NAV as of the time the NAV is calculated (the ‘‘Bid-Ask Price’’); (3) the calculation of the premium or discount of such price against such NAV; (4) data in chart form displaying the frequency distribution of discounts and premiums of the Bid-Ask Price against the NAV, within appropriate ranges for each of the four previous calendar quarters; (5) the prospectus; and (6) other applicable quantitative information. UTP Trading Criteria. The Exchange represents that it will cease trading the Shares of a Fund if: (a) the listing market stops trading the Shares because 7 The Amex has represented that if the NAV per Share for any Fund is not disseminated to all market participants at the same time, it would halt trading in the Shares of such Fund. See Amex Order, supra note 4. VerDate Aug<31>2005 16:41 Mar 22, 2007 Jkt 211001 of a regulatory halt similar to a halt based on NYSE Arca Equities Rule 7.12 or halt trading because the IFV or the value of the Index is no longer available at least every 15 seconds 8; or (b) the listing market delists the Shares. Additionally, the Exchange may cease trading the Shares if such other event shall occur or condition exists which in the opinion of the Exchange makes further dealings on the Exchange inadvisable. UTP trading in the Shares is also governed by the trading halts provisions of NYSE Arca Equities Rule 7.34 relating to temporary interruptions in the calculation or wide dissemination of the Intraday Indicative Value (which would encompass the IFV) or the value of the underlying index. Trading Rules. The Exchange deems the Shares to be equity securities, thus rendering trading in the Shares subject to the Exchange’s existing rules governing the trading of equity securities. The Shares will trade on the NYSE Arca Marketplace from 9:30 a.m. until 4:15 p.m. ET. The Exchange has appropriate rules to facilitate transactions in the Shares during this trading session. The minimum trading increment for Shares on the Exchange will be $0.01. The trading of the Shares will be subject to Commentary .02(e)(1)–(4) to NYSE Arca Equities Rule 8.200, which sets forth certain restrictions on ETP Holders acting as registered Market Makers in TIRs that invest in Investment Shares to facilitate surveillance. See ‘‘Surveillance’’ below for more information. With respect to trading halts, the Exchange may consider all relevant factors in exercising its discretion to halt or suspend trading in the Shares. Trading may be halted because of market conditions or for reasons that, in the view of the Exchange, make trading in the Shares inadvisable. These may include: (1) The extent to which trading is not occurring in the DX Contracts, or (2) whether other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present. In addition, trading in Shares will be subject to trading halts caused by extraordinary market volatility pursuant to the Exchange’s ‘‘circuit breaker’’ rule 9 or by the halt or suspension of trading of the DX 8 The Exchange clarified and represented that, in addition to the requirements contained in NYSE Arca Equities Rule 7.12, the Exchange will halt trading if the IFV or the value of the Index is not longer available at least every 15 seconds. Telephone conversation between Andrew Stevens, Assistant General Counsel, NYSE and Ronesha A. Butler, Special Counsel, Division, Commission, on March 14, 2007. 9 See NYSE Arca Equities Rule 7.12. PO 00000 Frm 00115 Fmt 4703 Sfmt 4703 13849 Contract. See ‘‘UTP Trading Criteria’’ above for specific instances when the Exchange will cease trading the Shares. The Shares will not be subject to the short sale rule pursuant to a letter issued in response to a request for noaction advice under Rule 10a–1 under the Act.10 Surveillance. The Exchange intends to utilize its existing surveillance procedures applicable to derivative products to monitor trading in the Shares. The Exchange represents that these procedures are adequate to properly monitor Exchange trading of the Shares and to deter and detect violations of Exchange rules. 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. Further, trading in the Shares will be subject to Commentary .02(e)(1)–(4) to NYSE Arca Equities Rule 8.200, which sets forth certain restrictions on ETP Holders acting as registered Market Makers in TIRs that invest in Investment Shares to facilitate surveillance. Commentary .02(e)(1) to NYSE Arca Equities Rule 8.200 requires that the ETP Holder acting as a registered Market Maker in the Shares provide the Exchange with information relating to its trading in the underlying physical asset or commodity, related futures or options on futures, or any other related derivatives. Commentary .02(e)(4) to NYSE Arca Equities Rule 8.200 prohibits the ETP Holder acting as a registered Market Maker in the Shares 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 underlying physical asset or commodity, related futures or options on futures or any other related derivative (including the Shares). In addition, Commentary .02(e)(1) to NYSE Arca Equities Rule 8.200 prohibits the ETP Holder acting as a registered Market Maker in the Shares from being affiliated with a market maker in the underlying physical asset or commodity, related futures or options on futures or any other related derivative unless adequate information barriers are in place, as provided in 10 See Letter to George T. Simon, Esq., Foley & Lardner LLP, from Racquel L. Russell, Branch Chief, Office of Trading Practices and Processing, Commission, dated June 21, 2006. E:\FR\FM\23MRN1.SGM 23MRN1 13850 Federal Register / Vol. 72, No. 56 / Friday, March 23, 2007 / Notices sroberts on PROD1PC70 with NOTICES NYSE Arca Equities Rule 7.26. Commentary .02(e)(2)–(3) to NYSE Arca Equities Rule 8.200 requires that Market Makers handling the Shares provide the Exchange with all the necessary information relating to their trading in the underlying physical assets or commodities, related futures contracts and options thereon or any other derivative. The Exchange may obtain information via the Intermarket Surveillance Group (‘‘ISG’’) from other exchanges who are members or affiliates of the ISG, including NYBOT.11 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 Shares. Specifically, the Information Bulletin will discuss the following: (1) The procedures for purchases and redemptions of Shares in Baskets (and that Shares are not individually redeemable); (2) NYSE Arca Equities Rule 9.2(a),12 which imposes a duty of due diligence on its ETP Holders to learn the essential facts relating to every customer prior to trading the Shares; (3) how information regarding the IFV is disseminated; (4) the requirement that ETP Holders deliver a prospectus to investors purchasing newly issued Shares prior to or concurrently with the confirmation of a transaction; and (5) trading information. In addition, the Information Bulletin will advise ETP Holders, prior to the commencement of trading, of the prospectus delivery requirements applicable to the Funds. The Exchange notes that investors purchasing Shares directly from a Fund (by delivery of the corresponding Cash Deposit Amount) will receive a prospectus. ETP Holders purchasing Shares from a Fund for resale to investors will deliver a prospectus to such investors. The Information Bulletin will also discuss 11 For a list of the current members and affiliate members of ISG, see http://www.isgportal.com. 12 The Exchange recently amended NYSE Arca Equities Rule 9.2(a) (‘‘Diligence as to Accounts’’) to provide that ETP 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). VerDate Aug<31>2005 16:41 Mar 22, 2007 Jkt 211001 any exemptive, no-action and interpretive relief granted by the Commission from any rules under the Act. In addition, the Information Bulletin will reference that the Funds are subject to various fees and expenses described in the Registration Statement. The Information Bulletin will also reference that the CFTC has regulatory jurisdiction over the trading of futures contracts. The Information Bulletin will also disclose the trading hours of the Shares of the Funds and that the NAV for the Shares will be calculated after 4 p.m. ET each trading day. The Bulletin will disclose that information about the Shares of each Fund and the corresponding Indexes will be publicly available on the Funds’ Web site. including whether the proposed rule change is consistent with the Exchange Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml); or • Send an e-mail to rulecomments@sec.gov. Please include File Number SR–NYSEArca–2006–67 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NYSEArca–2006–67. This 2. Statutory Basis file number should be included on the subject line if e-mail is used. To help the The Exchange believes that the proposed rule change is consistent with Commission process and review your Section 6(b) 13 of the Act, in general, and comments more efficiently, please use only one method. The Commission will furthers the objectives of Section post all comments on the Commission’s 6(b)(5) 14 in particular in that it is Internet Web site (http://www.sec.gov/ designed to prevent fraudulent and rules/sro.shtml). Copies of the manipulative acts and practices, to promote just and equitable principles of submission, all subsequent amendments, all written statements trade, to foster cooperation and with respect to the proposed rule coordination with persons engaged in change that are filed with the facilitating transactions in securities, to Commission, and all written remove impediments to and perfect the communications relating to the mechanism of a free and open market proposed rule change between the and a national market system. In addition, the proposed rule change Commission and any person, other than those that may be withheld from the is consistent with Rule 12f–5 15 under public in accordance with the the Act because it deems the Shares to provisions of 5 U.S.C. 552, will be be equity securities, thus rendering the available for inspection and copying in Shares subject to the Exchange’s rules the Commission’s Public Reference governing the trading of equity Room. Copies of such filing also will be securities. available for inspection and copying at B. Self-Regulatory Organization’s the principal offices of the Exchange. Statement on Burden on Competition All comments received will be posted without change; the Commission does The Exchange does not believe that not edit personal identifying the proposed rule change will impose information from submissions. You any burden on competition that is not should submit only information that necessary or appropriate in furtherance you wish to make available publicly. All of the purposes of the Act. submissions should refer to File C. Self-Regulatory Organization’s Number SR–NYSEArca–2006–67 and Statement on Comments on the should be submitted on or before April Proposed Rule Change Received From 13, 2007. Members, Participants, or Others IV. Commission’s Findings and Order Written comments on the proposed Granting Accelerated Approval of the rule change were neither solicited nor Proposed Rule Change received. The Commission finds that the III. Solicitation of Comments proposed rule change is consistent with Interested persons are invited to the requirements of the Act and the submit written data, views and rules and regulations thereunder arguments concerning the foregoing, applicable to a national securities exchange.16 In particular, the 13 15 U.S.C. 78f(b). U.S.C. 78f(b)(5). 15 17 CFR 240.12f–5. 14 15 PO 00000 Frm 00116 Fmt 4703 16 In approving this rule change, the Commission notes that it has considered the proposed rule’s Sfmt 4703 E:\FR\FM\23MRN1.SGM 23MRN1 Federal Register / Vol. 72, No. 56 / Friday, March 23, 2007 / Notices sroberts on PROD1PC70 with NOTICES Commission finds that the proposed rule change is consistent with Section 6(b)(5) of the Act,17 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. In addition, the Commission finds that the proposal is consistent with Section 12(f) of the Act,18 which permits an exchange to trade, pursuant to UTP, a security that is listed and registered on another exchange.19 The Commission notes that it previously approved the listing and trading of the Shares on the Amex.20 The Commission also finds that the proposal is consistent with Rule 12f–5 under the Act,21 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. The Exchange has represented that it meets this requirement because it deems the Shares to be equity securities, thus trading in the Shares will be subject to the Exchange’s existing rules governing the trading of equity securities. The Commission further believes that the proposal is consistent with Section 11A(a)(1)(C)(iii) of the Act,22 which sets forth Congress’ 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. Finally, the Commission notes that, if the Shares should be delisted by the Amex, the original listing exchange, the Exchange would no longer have authority to trade the Shares pursuant to this order. impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). 17 15 U.S.C. 78f(b)(5). 18 15 U.S.C. 78l(f). 19 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. 20 See Amex Order, supra note 4. 21 17 CFR 240.12f–5. 22 15 U.S.C. 78k–1(a)(1)(C)(iii). VerDate Aug<31>2005 16:41 Mar 22, 2007 Jkt 211001 In support of this proposal, the Exchange has made the following representations: 1. The Exchange has appropriate rules to facilitate transactions in this type of security in this session. 2. The Exchange’s surveillance procedures are adequate to properly monitor the trading of the Shares on the Exchange. The Exchange may obtain information via the ISG from other exchanges who are members or affiliates of the ISG, including NYBOT. In addition, to facilitate surveillance, the Exchange represents that trading in the Shares will be subject to Commentary .02(e)(1)–(4) to NYSE Arca Equities Rule 8.200. 3. The Exchange will inform its ETP Holders in an Information Bulletin of the special characteristics and risks associated with trading the Shares. 4. The Exchange will require its ETP Holders to deliver a prospectus to investors purchasing newly issued Shares prior to or concurrently with the confirmation of a transaction and will note this prospectus delivery requirement in the Information Bulletin. 5. The Exchange will cease trading the Shares of a Fund if: (a) the listing market stops trading the Shares because of a regulatory halt similar to a halt based on NYSE Arca Equities Rule 7.12 or a halt because the IFV or the value of the applicable Index is no longer available at least every 15 seconds; or (b) the listing market delists the Shares. 6. The Exchange will halt trading as provided in NYSE Arca Equities Rule 7.34. This approval order is conditioned on the Exchange’s adherence to these representations. The Commission finds good cause for approving this proposal 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 the Shares on the Amex is consistent with the Act.23 The Commission presently is not aware of any regulatory issue that should cause it to revisit that earlier finding or preclude the trading of the Shares on the Exchange pursuant to UTP. Therefore, accelerating approval of this proposal should benefit investors by creating, without undue delay, additional competition in the market for the Shares. V. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act,24 that the PO 00000 Amex Order, supra note 4. U.S.C. 78s(b)(2). proposed rule change (SR–NYSEArca– 2006–67), as modified by Amendment No. 1 be, and it hereby is, approved on an accelerated basis. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.25 Florence E. Harmon, Deputy Secretary. [FR Doc. E7–5316 Filed 3–22–07; 8:45 am] BILLING CODE 8010–01–P SOCIAL SECURITY ADMINISTRATION Agency Information Collection Activities: Proposed Request and Comment Request The Social Security Administration (SSA) publishes a list of information collection packages that will require clearance by the Office of Management and Budget (OMB) in compliance with Public Law 104–13, the Paperwork Reduction Act of 1995, effective October 1, 1995. The information collection packages that may be included in this notice are for new information collections, approval of existing information collections, revisions to OMB-approved information collections, and extensions (no change) of OMBapproved information collections. SSA is soliciting comments on the accuracy of the agency’s burden estimate; the need for the information; its practical utility; ways to enhance its quality, utility, and clarity; and on ways to minimize burden on respondents, including the use of automated collection techniques or other forms of information technology. Written comments and recommendations regarding the information collection(s) should be submitted to the OMB Desk Officer and the SSA Reports Clearance Officer. The information can be mailed, faxed or e-mailed to the individuals at the addresses and fax numbers listed below: (OMB) Office of Management and Budget, Attn: Desk Officer for SSA, Fax: 202–395–6974, E-mail address: OIRA_Submission@omb.eop.gov. (SSA) Social Security Administration, DCFAM, Attn: Reports Clearance Officer, 1333 Annex Building, 6401 Security Blvd., Baltimore, MD 21235, Fax: 410–965–6400, E-mail address: OPLM.RCO@ssa.gov. I. The information collections listed below are pending at SSA and will be submitted to OMB within 60 days from the date of this notice. Therefore, your comments should be submitted to SSA 23 See 24 15 Frm 00117 Fmt 4703 Sfmt 4703 13851 25 17 E:\FR\FM\23MRN1.SGM CFR 200.30(a)(12). 23MRN1

Agencies

[Federal Register Volume 72, Number 56 (Friday, March 23, 2007)]
[Notices]
[Pages 13847-13851]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-5316]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-55484; File No. SR-NYSEArca-2006-67]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Order Granting Accelerated Approval of a Proposed Rule Change as 
Modified by Amendment No. 1 Thereto To Trade Shares of the PowerShares 
DB U.S. Dollar Index Funds Pursuant to Unlisted Trading Privileges

March 16, 2007.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 
1934, as amended, (``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is 
hereby given that

[[Page 13848]]

on September 28, 2006, NYSE Arca, Inc. (``NYSE Arca'' or ``Exchange''), 
through its wholly owned subsidiary NYSE Arca Equities, Inc. (``NYSE 
Arca Equities'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been substantially prepared by the Exchange. 
On March 6, 2006, the Exchange filed Amendment No. 1 to the proposed 
rule change. The Commission is publishing this notice to solicit 
comments on the proposed rule change, as amended, from interested 
persons. This order provides notice of the proposed rule change as 
modified by Amendment No. 1 and approves the proposed rule change as 
amended on an accelerated basis.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange is proposing to trade shares (``Shares'') of the 
PowerShares DB U.S. Dollar Index Bullish Fund and the PowerShares DB 
U.S. Dollar Index Bearish Fund (collectively the ``Funds'') pursuant to 
unlisted trading privileges (``UTP'') under Commentary .02 to NYSE Arca 
Equities Rule 8.200. The text of the proposed rule change is available 
at the Exchange, the Commission's Public Reference Room, and http://
nysearca.com.

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 Commentary .02 to NYSE Arca Equities Rule 8.200, the 
Exchange may approve for listing and trading trust issued receipts 
(``TIRs'') investing in shares or securities (``Investment Shares'') 
that hold investments in any combination of futures contracts, options 
on futures contracts, forward contracts, commodities, swaps or high 
credit quality short-term fixed income securities or other 
securities.\3\ The Commission previously approved a proposal to list 
and trade the Shares by the American Stock Exchange LLC (the 
``Amex'').\4\
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    \3\ In April 2006, the Commission approved Commentary .02 to 
NYSE Area Equities Rule 8.200, which sets forth the rules related to 
listing and trading criteria for Investment Shares, and approved 
trading pursuant to UTP the shares of the DB Commodity Index 
Tracking Fund. See Securities Exchange Act Release No. 53736 (April 
27, 2006), 71 FR 26582 (May 5, 2006) (SR-PCX-2006-22).
    \4\ See Securities Exchange Act Release No. 55292 (February 14, 
2007), 72 FR 8406 (February 26, 2007) (the ``Amex Order'').
---------------------------------------------------------------------------

    The Exchange proposes to trade pursuant to UTP the Shares of the 
Funds under Commentary .02 to NYSE Arca Equities Rules 8.200. The 
Shares represent beneficial ownership interests in the corresponding 
common units of beneficial interests of the DB U.S. Dollar Index Master 
Bullish Fund and the DB U.S. Dollar Index Master Bearish Fund, 
respectively (collectively, the ``Master Funds'').
    The overall investment objective of each of the Funds and the 
Master Funds is to reflect the performance of their respective 
benchmark index, less expenses, plus the excess, if any, of the 
corresponding Master Fund's interest income from its holdings of U.S. 
Treasury and other high credit quality short-term fixed income 
securities over its expenses. The Bullish Fund will seek to track the 
``Long Index'' by investing in long positions in futures contracts 
(``DX Contracts'') on the U.S. Dollar Index[supreg] (USDX[supreg]) 
while the Bearish Fund will seek to track the ``Short Index'' by 
investing in short positions in DX Contracts on the USDX (collectively, 
the ``Indexes''). Both the Long Index and Short Index (collectively, 
the ``Indexes'') are designed to reflect the return from investing in 
the first-to-expire DX Contract. DX Contracts are traded through the 
FINEX currency markets of the New York Board of Trade (``NYBOT''). As 
discussed more fully in the Amex Notice, the USDX is composed of six 
underlying foreign currencies (the ``Index Currencies''), and the value 
of the USDX reflects a general indication of the international value of 
the U.S. Dollar (``USD'') by averaging the exchange rates between the 
USD and the Index Currencies.
    The use of a long position in a DX Contract in the construction of 
the Long Index would cause the Long Index level to rise as a result of 
any upward price movement in the DX Contract. Conversely, the use of a 
short position in a DX Contract in the construction of the Short Index 
would cause the Short Index level to rise as a result of any downward 
price movement in the DX Contract. As a result, the performance of the 
Long Index and Short Index would reflect any rise or fall of the USD 
versus the underlying basket of Index Currencies.
    The Shares. Issuances of the Shares will be made only in one or 
more blocks of 200,000 Shares (each such block, a ``Basket''). Each of 
the Funds will issue and redeem Shares on a continuous basis, by or 
through participants that have entered into participant agreements 
(each, an ``Authorized Participant'') with the Managing Owner at the 
net asset value (``NAV'') per Share next determined after an order to 
purchase a Basket is received in proper form. A Basket will be issued 
in exchange for a cash amount equal to the NAV per Share times 200,000 
Shares (the ``Cash Deposit Amount''). The Bank of New York (the 
``Administrator'') will determine the Cash Deposit Amount on each 
business day. An Authorized Participant that wishes to purchase a 
Basket must transfer the Cash Deposit Amount to the Administrator. 
Authorized Participants that wish to redeem a Basket will receive cash 
in exchange for each Basket surrendered in an amount equal to the NAV 
per Basket.\5\
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    \5\ Pursuant to a telephone conversation between Andrew Stevens, 
Assistant General Counsel, NYSE and Ronesha A. Butler, Special 
Counsel, Division of Market Regulation (``Division''), Commission, 
on March 14, 2007, this paragraph was added to clarify the creation 
and redemption process for the Shares.
---------------------------------------------------------------------------

    Availability of Information About the Indexes, the Underlying DX 
Contracts and the Shares. As set forth in the Amex Order, information 
regarding the Shares will be available through the Amex, Deutsche Bank 
AG London (the ``Index Sponsor''), and various independent sources. The 
Index Sponsor will calculate the values of the Indexes during the 
trading day and such values will be disseminated at least every 15 
seconds through major market data vendors and the Index Sponsor's Web 
site.\6\ The Amex will also disseminate for each of the Funds on a per-
Share basis an updated ``Indicative Fund Value'' (or ``IFV''), which 
reflects the cash required for creations and redemptions for each Fund, 
adjusted to reflect the price changes of the DX Contracts and the 
holdings of U.S.

[[Page 13849]]

Treasury securities and other high-credit-quality, short-term fixed 
income securities, at least every 15 seconds from 9:30 a.m. to 4:15 
p.m. Eastern Time (``ET''). Shortly after 4 p.m. ET each business day, 
the Administrator will determine the NAV for each of the Funds, and the 
NAV per Share for each of the Funds will be disseminated to all market 
participants at the same time.\7\
---------------------------------------------------------------------------

    \6\ Amex has represented that the Managing Owner would seek to 
arrange to have each Index calculated and disseminated at least 
every 15 seconds on a daily basis through a third party if the Index 
Sponsor ceases to calculate and disseminate an Index. If, however, 
the Managing Owner is unable to arrange the calculation and 
dissemination of any Index value, the Amex has represented that it 
will undertake to delist the Shares related to such Index. In such 
case, the Exchange would halt trading such Shares. See Amex Order, 
supra note 4.
    \7\ The Amex has represented that if the NAV per Share for any 
Fund is not disseminated to all market participants at the same 
time, it would halt trading in the Shares of such Fund. See Amex 
Order, supra note 4.
---------------------------------------------------------------------------

    According to the Amex Order, on each business day, the 
Administrator will make available immediately prior to the opening of 
trading on the Amex the most recent Cash Deposit Amount for the 
creation of a Basket, and the Amex will disseminate the current value 
of the Cash Deposit Amount on a per-Share basis at least every 15 
seconds throughout the trading day. The daily settlement prices of the 
DX Contracts, specific contract specifications, and delayed futures 
contract information on current and past trading sessions, including 
futures quotes and last sale information, are publicly available on 
NYBOT's Web site and on the Web sites of various market data vendors, 
news publications, automated quotation systems, or other financial 
information services.
    The Amex also intends to disseminate on a daily basis for each of 
the Funds information with respect to the daily trading volume of each 
of the Shares, the number of Shares outstanding, the closing prices of 
each Fund's Shares, the corresponding NAV, and a hyperlink on its Web 
site to the Index Sponsor's Web site.
    The Web site for the Funds is http://www.dbfunds.db.com. The Web 
site for the Funds and/or Amex, which is publicly accessible at no 
charge, will contain the following information: (1) The current NAV per 
Share daily, the prior business day's NAV, and the reported closing 
price; (2) the mid-point of the bid-ask price in relation to the NAV as 
of the time the NAV is calculated (the ``Bid-Ask Price''); (3) the 
calculation of the premium or discount of such price against such NAV; 
(4) data in chart form displaying the frequency distribution of 
discounts and premiums of the Bid-Ask Price against the NAV, within 
appropriate ranges for each of the four previous calendar quarters; (5) 
the prospectus; and (6) other applicable quantitative information.
    UTP Trading Criteria. The Exchange represents that it will cease 
trading the Shares of a Fund if: (a) the listing market stops trading 
the Shares because of a regulatory halt similar to a halt based on NYSE 
Arca Equities Rule 7.12 or halt trading because the IFV or the value of 
the Index is no longer available at least every 15 seconds \8\; or (b) 
the listing market delists the Shares. Additionally, the Exchange may 
cease trading the Shares if such other event shall occur or condition 
exists which in the opinion of the Exchange makes further dealings on 
the Exchange inadvisable. UTP trading in the Shares is also governed by 
the trading halts provisions of NYSE Arca Equities Rule 7.34 relating 
to temporary interruptions in the calculation or wide dissemination of 
the Intraday Indicative Value (which would encompass the IFV) or the 
value of the underlying index.
---------------------------------------------------------------------------

    \8\ The Exchange clarified and represented that, in addition to 
the requirements contained in NYSE Arca Equities Rule 7.12, the 
Exchange will halt trading if the IFV or the value of the Index is 
not longer available at least every 15 seconds. Telephone 
conversation between Andrew Stevens, Assistant General Counsel, NYSE 
and Ronesha A. Butler, Special Counsel, Division, Commission, on 
March 14, 2007.
---------------------------------------------------------------------------

    Trading Rules. The Exchange deems the Shares to be equity 
securities, thus rendering trading in the Shares subject to the 
Exchange's existing rules governing the trading of equity securities. 
The Shares will trade on the NYSE Arca Marketplace from 9:30 a.m. until 
4:15 p.m. ET. The Exchange has appropriate rules to facilitate 
transactions in the Shares during this trading session. The minimum 
trading increment for Shares on the Exchange will be $0.01.
    The trading of the Shares will be subject to Commentary .02(e)(1)-
(4) to NYSE Arca Equities Rule 8.200, which sets forth certain 
restrictions on ETP Holders acting as registered Market Makers in TIRs 
that invest in Investment Shares to facilitate surveillance. See 
``Surveillance'' below for more information.
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares. Trading may be halted because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in the Shares inadvisable. These may include: (1) The extent to 
which trading is not occurring in the DX Contracts, or (2) whether 
other unusual conditions or circumstances detrimental to the 
maintenance of a fair and orderly market are present. In addition, 
trading in Shares will be subject to trading halts caused by 
extraordinary market volatility pursuant to the Exchange's ``circuit 
breaker'' rule \9\ or by the halt or suspension of trading of the DX 
Contract. See ``UTP Trading Criteria'' above for specific instances 
when the Exchange will cease trading the Shares.
    The Shares will not be subject to the short sale rule pursuant to a 
letter issued in response to a request for no-action advice under Rule 
10a-1 under the Act.\10\
---------------------------------------------------------------------------

    \9\ See NYSE Arca Equities Rule 7.12.
    \10\ See Letter to George T. Simon, Esq., Foley & Lardner LLP, 
from Racquel L. Russell, Branch Chief, Office of Trading Practices 
and Processing, Commission, dated June 21, 2006.
---------------------------------------------------------------------------

    Surveillance. The Exchange intends to utilize its existing 
surveillance procedures applicable to derivative products to monitor 
trading in the Shares. The Exchange represents that these procedures 
are adequate to properly monitor Exchange trading of the Shares and to 
deter and detect violations of Exchange rules.
    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.
    Further, trading in the Shares will be subject to Commentary 
.02(e)(1)-(4) to NYSE Arca Equities Rule 8.200, which sets forth 
certain restrictions on ETP Holders acting as registered Market Makers 
in TIRs that invest in Investment Shares to facilitate surveillance. 
Commentary .02(e)(1) to NYSE Arca Equities Rule 8.200 requires that the 
ETP Holder acting as a registered Market Maker in the Shares provide 
the Exchange with information relating to its trading in the underlying 
physical asset or commodity, related futures or options on futures, or 
any other related derivatives. Commentary .02(e)(4) to NYSE Arca 
Equities Rule 8.200 prohibits the ETP Holder acting as a registered 
Market Maker in the Shares 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 underlying physical asset or commodity, related futures or options 
on futures or any other related derivative (including the Shares). In 
addition, Commentary .02(e)(1) to NYSE Arca Equities Rule 8.200 
prohibits the ETP Holder acting as a registered Market Maker in the 
Shares from being affiliated with a market maker in the underlying 
physical asset or commodity, related futures or options on futures or 
any other related derivative unless adequate information barriers are 
in place, as provided in

[[Page 13850]]

NYSE Arca Equities Rule 7.26. Commentary .02(e)(2)-(3) to NYSE Arca 
Equities Rule 8.200 requires that Market Makers handling the Shares 
provide the Exchange with all the necessary information relating to 
their trading in the underlying physical assets or commodities, related 
futures contracts and options thereon or any other derivative.
    The Exchange may obtain information via the Intermarket 
Surveillance Group (``ISG'') from other exchanges who are members or 
affiliates of the ISG, including NYBOT.\11\
---------------------------------------------------------------------------

    \11\ For a list of the current members and affiliate members of 
ISG, see http://www.isgportal.com.
---------------------------------------------------------------------------

    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 Shares. 
Specifically, the Information Bulletin will discuss the following: (1) 
The procedures for purchases and redemptions of Shares in Baskets (and 
that Shares are not individually redeemable); (2) NYSE Arca Equities 
Rule 9.2(a),\12\ which imposes a duty of due diligence on its ETP 
Holders to learn the essential facts relating to every customer prior 
to trading the Shares; (3) how information regarding the IFV is 
disseminated; (4) the requirement that ETP Holders deliver a prospectus 
to investors purchasing newly issued Shares prior to or concurrently 
with the confirmation of a transaction; and (5) trading information.
---------------------------------------------------------------------------

    \12\ The Exchange recently amended NYSE Arca Equities Rule 
9.2(a) (``Diligence as to Accounts'') to provide that ETP 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).
---------------------------------------------------------------------------

    In addition, the Information Bulletin will advise ETP Holders, 
prior to the commencement of trading, of the prospectus delivery 
requirements applicable to the Funds. The Exchange notes that investors 
purchasing Shares directly from a Fund (by delivery of the 
corresponding Cash Deposit Amount) will receive a prospectus. ETP 
Holders purchasing Shares from a Fund for resale to investors will 
deliver a prospectus to such investors. The Information Bulletin will 
also discuss any exemptive, no-action and interpretive relief granted 
by the Commission from any rules under the Act.
    In addition, the Information Bulletin will reference that the Funds 
are subject to various fees and expenses described in the Registration 
Statement. The Information Bulletin will also reference that the CFTC 
has regulatory jurisdiction over the trading of futures contracts.
    The Information Bulletin will also disclose the trading hours of 
the Shares of the Funds and that the NAV for the Shares will be 
calculated after 4 p.m. ET each trading day. The Bulletin will disclose 
that information about the Shares of each Fund and the corresponding 
Indexes will be publicly available on the Funds' Web site.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) \13\ of the Act, in general, and furthers the 
objectives of Section 6(b)(5) \14\ in particular in that it is 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 transactions in 
securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    In addition, the proposed rule change is consistent with Rule 12f-5 
\15\ under the Act because it deems the Shares to be equity securities, 
thus rendering the Shares subject to the Exchange's rules governing the 
trading of equity securities.

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.
---------------------------------------------------------------------------

    \15\ 17 CFR 240.12f-5.
---------------------------------------------------------------------------

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 is consistent with the Exchange Act. Comments may be submitted 
by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://
www.sec.gov/rules/sro.shtml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
File Number SR-NYSEArca-2006-67 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, Station Place, 100 F 
Street, NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2006-67. 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 (http://www.sec.gov/
rules/sro.shtml). Copies of the submission, all subsequent amendments, 
all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for 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-2006-67 and should be submitted on or before 
April 13, 2007.

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

    The Commission finds that the proposed rule change is consistent 
with the requirements of the Act and the rules and regulations 
thereunder applicable to a national securities exchange.\16\ In 
particular, the

[[Page 13851]]

Commission finds that the proposed rule change is consistent with 
Section 6(b)(5) of the Act,\17\ 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.
---------------------------------------------------------------------------

    \16\ 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).
    \17\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    In addition, the Commission finds that the proposal is consistent 
with Section 12(f) of the Act,\18\ which permits an exchange to trade, 
pursuant to UTP, a security that is listed and registered on another 
exchange.\19\ The Commission notes that it previously approved the 
listing and trading of the Shares on the Amex.\20\ The Commission also 
finds that the proposal is consistent with Rule 12f-5 under the 
Act,\21\ 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. The Exchange has represented that it meets this 
requirement because it deems the Shares to be equity securities, thus 
trading in the Shares will be subject to the Exchange's existing rules 
governing the trading of equity securities.
---------------------------------------------------------------------------

    \18\ 15 U.S.C. 78l(f).
    \19\ 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.
    \20\ See Amex Order, supra note 4.
    \21\ 17 CFR 240.12f-5.
---------------------------------------------------------------------------

    The Commission further believes that the proposal is consistent 
with Section 11A(a)(1)(C)(iii) of the Act,\22\ which sets forth 
Congress' 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.
---------------------------------------------------------------------------

    \22\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
---------------------------------------------------------------------------

    Finally, the Commission notes that, if the Shares should be 
delisted by the Amex, the original listing exchange, the Exchange would 
no longer have authority to trade the Shares pursuant to this order.
    In support of this proposal, the Exchange has made the following 
representations:
    1. The Exchange has appropriate rules to facilitate transactions in 
this type of security in this session.
    2. The Exchange's surveillance procedures are adequate to properly 
monitor the trading of the Shares on the Exchange. The Exchange may 
obtain information via the ISG from other exchanges who are members or 
affiliates of the ISG, including NYBOT. In addition, to facilitate 
surveillance, the Exchange represents that trading in the Shares will 
be subject to Commentary .02(e)(1)-(4) to NYSE Arca Equities Rule 
8.200.
    3. The Exchange will inform its ETP Holders in an Information 
Bulletin of the special characteristics and risks associated with 
trading the Shares.
    4. The Exchange will require its ETP Holders to deliver a 
prospectus to investors purchasing newly issued Shares prior to or 
concurrently with the confirmation of a transaction and will note this 
prospectus delivery requirement in the Information Bulletin.
    5. The Exchange will cease trading the Shares of a Fund if: (a) the 
listing market stops trading the Shares because of a regulatory halt 
similar to a halt based on NYSE Arca Equities Rule 7.12 or a halt 
because the IFV or the value of the applicable Index is no longer 
available at least every 15 seconds; or (b) the listing market delists 
the Shares.
    6. The Exchange will halt trading as provided in NYSE Arca Equities 
Rule 7.34.
    This approval order is conditioned on the Exchange's adherence to 
these representations.
    The Commission finds good cause for approving this proposal 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 the Shares on the Amex is consistent 
with the Act.\23\ The Commission presently is not aware of any 
regulatory issue that should cause it to revisit that earlier finding 
or preclude the trading of the Shares on the Exchange pursuant to UTP. 
Therefore, accelerating approval of this proposal should benefit 
investors by creating, without undue delay, additional competition in 
the market for the Shares.
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    \23\ See Amex Order, supra note 4.
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V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\24\ that the proposed rule change (SR-NYSEArca-2006-67), as 
modified by Amendment No. 1 be, and it hereby is, approved on an 
accelerated basis.
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    \24\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\25\
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    \25\ 17 CFR 200.30(a)(12).
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Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-5316 Filed 3-22-07; 8:45 am]
BILLING CODE 8010-01-P