Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change and Amendment Nos. 1 and 2 Thereto To Adopt Generic Listing Standards for Index-Linked Securities, 18712-18716 [E7-7056]

Download as PDF 18712 Federal Register / Vol. 72, No. 71 / Friday, April 13, 2007 / Notices the Commission’s Public Reference Room. Copies of such filing also will be available for inspection and copying at the principal office of the NYSE. 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–NYSE–2005–48 and should be submitted on or before May 4, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.6 Florence E. Harmon, Deputy Secretary. [FR Doc. E7–7055 Filed 4–12–07; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–55600; File No. SR–NYSE– 2007–27] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change and Amendment Nos. 1 and 2 Thereto To Adopt Generic Listing Standards for Index-Linked Securities April 9, 2007. pwalker on PROD1PC71 with NOTICES 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 March 9, 2007, the New York Stock Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been substantially prepared by the Exchange. On April 4, 2007, the Exchange filed Amendment No. 1 to the proposed rule change. On April 5, 2007, the Exchange filed Amendment No. 2 to the proposed rule change. The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to adopt generic listing standards for equity index-linked securities (‘‘Equity IndexLinked Securities’’), commodity-linked securities (‘‘Commodity-Linked Securities’’), and currency-linked 6 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 VerDate Aug<31>2005 17:52 Apr 12, 2007 Jkt 211001 securities (‘‘Currency-Linked Securities’’ and, together with Equity Index-Linked Securities and Commodity-Linked Securities, ‘‘IndexLinked Securities’’). The text of the proposed rule change is available at NYSE, the Commission’s Public Reference Room, and www.nyse.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 IV below. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to add new Section 703.22 to its Listed Company Manual (the ‘‘Manual’’) to provide generic listing standards to permit the listing and trading of Index-Linked Securities pursuant to Rule 19b–4(e) 3 under the Act. The Exchange represents that any securities it lists and/or trades pursuant to proposed Section 703.22 of the Manual will satisfy the standards set forth therein. The Exchange states that within five business days after commencement of trading of an IndexLinked Security pursuant to proposed Section 703.22 of the Manual, the Exchange will file a Form 19b–4(e).4 the non-convertible debt of an issuer that have a term of at least one year, but not greater than thirty years, and are tied to the performance of the Underlying Index. Index-Linked Securities may or may not make interest payments based on dividends or other cash distributions paid on the securities comprising the Underlying Index or Indexes to the holder during their term. Despite the fact that Index-Linked Securities are linked to an Underlying Index, each will trade as a single, exchange-listed security. The Exchange represents that the proposed generic listing standards will not be applicable to Index-Linked Securities with respect to which the payment at maturity is based on a multiple of the negative performance of an Underlying Index or Indexes. An Index-Linked Security may or may not provide ‘‘principal protection,’’ i.e., a minimum guaranteed amount to be repaid.6 The Exchange believes that the flexibility to list a variety of IndexLinked Securities will offer investors the opportunity to more precisely focus their specific investment strategies. Index-Linked Securities do not give the holder any right to receive a portfolio component, dividend payments, or any other ownership right or interest in the portfolio or underlying components comprising the Underlying Index. Pursuant to proposed Section 703.22 of the Manual, the current or composite value of the Underlying Index will be widely disseminated at least every 15 seconds during the trading day. Index-Linked Securities Index-Linked Securities are designed for investors who desire to participate in a specific market segment by providing exposure to one or more identifiable underlying securities, commodities, currencies, derivative instruments, or market indexes of the foregoing (the ‘‘Underlying Index’’ or ‘‘Underlying Indexes’’).5 Index-Linked Securities are Proposed Listing Criteria for IndexLinked Securities The Exchange will apply the following requirements to all issuers of Index-Linked Securities: • If the issuer is a NYSE-listed company, the entity must be a company in good standing (i.e., meets NYSE’s applicable continued listing criteria); if the issuer is an affiliate of a NYSE-listed company, the NYSE-listed company must be a company in good standing; if not listed, the issuer must meet the size and earnings requirements of Sections 102.01–102.03 or Sections 103.01– 103.05 of the Manual. Sovereign issuers 3 Rule 19b–4(e) provides that the listing and trading of a new derivative securities product by a self-regulatory organization (‘‘SRO’’) shall not be deemed a proposed rule change if the Commission has approved the SRO’s trading rules, procedures, and listing standards for the product class that would include the new derivatives securities product, and the SRO has a surveillance program for the product class. See 17 CFR 240.19b–4(e)(1). 4 See 17 CFR 240.19b–4(e)(2)(ii). 5 The Exchange states that the holder of an IndexLinked Security may or may not be fully exposed to the appreciation and/or depreciation of the underlying component assets. For example, an Index-Linked Security may be subject to a ‘‘cap’’ on the maximum principal amount to be repaid to holders or a ‘‘floor’’ on the minimum principal amount to be repaid to holders at maturity. 6 Some Index-Linked Securities may provide for ‘‘contingent’’ protection of the principal amount, whereby the principal protection may disappear if the Underlying Index at any point in time during the life of such security reaches a certain predetermined level. PO 00000 Frm 00093 Fmt 4703 Sfmt 4703 E:\FR\FM\13APN1.SGM 13APN1 Federal Register / Vol. 72, No. 71 / Friday, April 13, 2007 / Notices pwalker on PROD1PC71 with NOTICES will be evaluated on a case-by-case basis. • The issuer will be expected to have a minimum tangible net worth7 of $250,000,000. In the alternative, the issuer will be expected: (i) To have a minimum tangible net worth of $150,000,000 and (ii) not to issue IndexLinked Securities, the original issue price of which, combined with all the issuer’s other Index-Linked Securities listed on a national securities exchange, exceeds 25% of the issuer’s tangible net worth at the time of issuance. If the Index-Linked Securities are fully and unconditionally guaranteed by an affiliate of the issuer, the Exchange will rely on such affiliate’s tangible net worth for purposes of these requirements and will include in its calculation all Index-Linked Securities that are fully and unconditionally guaranteed by such affiliate. • The issuer must be in compliance with Rule 10A–3 under the Act.8 The Exchange will apply the following requirements to each issue of Index-Linked Securities: • The issue must have a minimum public distribution of at least 1 million units and a minimum of 400 holders, except if traded on the NYSE Bonds system and the applicable NYSE Bonds listing and trading standards are satisfied; 9 • The issue must have a principal amount/aggregate market value of not less than $4 million; • The issue must have a term of at least one year, but not greater than thirty years; • The issue must be the nonconvertible debt of the issuer; and • The issue must not base its payment at maturity on a multiple of the negative performance of an Underlying Index or Indexes, although the payment at maturity may or may not provide for a multiple of the positive performance of an Underlying Index or Indexes. Index-Linked Securities must have at least 400 holders at the time of listing. This requirement will not be applicable if the issue provides for the redemption of Index-Linked Securities at the option of the holders on at least a weekly basis. The Exchange believes that a weekly redemption right will ensure a strong correlation between the market price of 7 ‘‘Tangible net worth’’ is defined as total assets, less intangible assets and total liabilities. Intangibles include non-material benefits such as goodwill, patents, copyrights, and trademarks. 8 See 17 CFR 240.10A–3 (setting forth the listing standards relating to audit committees). 9 See NYSE Rule 86 (establishing rules and standards with respect to the Exchange’s electronic system, known as ‘‘NYSE Bonds,’’ for receiving, processing, executing, and reporting bids, offers, and executions in bonds). VerDate Aug<31>2005 17:52 Apr 12, 2007 Jkt 211001 the Index-Linked Securities and the performance of the Underlying Index, as holders will be unlikely to sell their Index-Linked Securities for less than their redemption value if they have a weekly right to be redeemed for their full value. In addition, in the case of those Index-Linked Securities with a weekly redemption feature that are currently listed, as well as all of those that are currently proposed to be listed, the issuer has the ability to issue new Index-Linked Securities from time to time at the indicative value at the time of such sale. This provides a ready supply of new Index-Linked Securities thereby lessening the possibility that the market price of such securities will be affected by a scarcity of available IndexLinked Securities for sale. It also assists in maintaining a strong correlation between the market price and the indicative value, as investors will be unlikely to pay more than the indicative value in the open market if they can acquire Index-Linked Securities from the issuer at that price. The ability to list Index-Linked Securities with these characteristics without any specific requirements as to the number of holders is important to the successful listing of such securities. Issuers issuing these types of IndexLinked Securities generally do not intend to do so by way of an underwritten offering. Rather, the distribution arrangement is analogous to that of an exchange traded fund issuance, in that the issue is launched without any significant distribution event, and the float increases over time as investors purchase additional securities from the issuer at the then indicative value. Investors will generally seek to purchase the securities at a point when the Underlying Index is at a level that they perceive as providing an attractive growth opportunity. In the context of such a distribution arrangement, it is difficult for an issuer to guarantee its ability to sell to sufficient investors on the listing date to meet a specific number-of-holders requirement. However, the Exchange believes that this difficulty in ensuring 400 holders on the listing date is not indicative of a likely long-term lack of liquidity in Index-Linked Securities or, for the reasons set forth in the prior paragraph, of a difficulty in establishing a pricing equilibrium in the IndexLinked Securities or a successful twosided market. Equity Index-Linked Securities Listing Standards Equity Index-Linked Securities will be subject to the criteria in proposed Section 703.22(B)(I) of the Manual for PO 00000 Frm 00094 Fmt 4703 Sfmt 4703 18713 initial and continued listing. For an Underlying Index to be appropriate for the initial listing of an Equity IndexLinked Security, such Underlying Index must comprise at least ten component securities of different issuers. The Underlying Index must also either: (i) Be approved for the trading of options or other derivative securities by the Commission under Section 19(b)(2) of the Act 10 and rules thereunder, and the conditions set forth in the Commission’s approval order, including comprehensive surveillance sharing agreements for non-U.S. stocks, continue to be satisfied, or (ii) meet the following requirements: • Each component security must have a minimum market value of at least $75 million, except that for each of the lowest dollar weighted component securities in the Underlying Index that in the aggregate account for no more than 10% of the dollar weight of such Underlying Index, the market value can be at least $50 million; • Each component security must have a trading volume in each of the last six months of not less than 1,000,000 shares, except that for each of the lowest dollar weighted component securities in the Underlying Index that in the aggregate account for no more than 10% of the dollar weight of such Underlying Index, the trading volume must be at least 500,000 shares in each of the last six months; • Underlying Indexes based upon the equal-dollar or modified equal-dollar weighting methodology must be rebalanced at least quarterly; • In the case of a capitalization weighted or modified capitalization weighted Underlying Index, the lesser of the five highest dollar weighted component securities in the Underlying Index or the highest dollar weighted component securities in the Underlying Index that in the aggregate represent at least 30% of the total number of component securities in the Underlying Index, each have an average monthly trading volume of at least 2,000,000 shares over the previous six months; • No component security will represent more than 25% of the dollar weight of the Underlying Index, and the five highest dollar weighted component securities in the Underlying Index will not in the aggregate account for more than 50% of the weight of the Underlying Index (60% for an Underlying Index consisting of fewer than 25 component securities); • 90% of the Underlying Index’s dollar weight and at least 80% of the total number of component securities 10 15 E:\FR\FM\13APN1.SGM U.S.C. 78s(b)(2). 13APN1 pwalker on PROD1PC71 with NOTICES 18714 Federal Register / Vol. 72, No. 71 / Friday, April 13, 2007 / Notices must meet the then current criteria for standardized options trading on a national securities exchange; and • All component securities must either: (i) Be issued by a reporting company under the Act that is listed on a national securities exchange and be an ‘‘NMS stock,’’ as defined in Rule 600 of Regulation NMS,11 or (ii) be foreign country securities or American Depository Receipts (‘‘ADRs’’), provided that the foreign country securities or foreign country securities underlying ADRs having their primary trading market outside the United States on foreign trading markets that are not parties to comprehensive surveillance agreements with the Exchange will not, in the aggregate, represent more than 20% of the dollar weight of the Underlying Index. The Exchange will commence delisting or removal proceedings of an Equity Index-Linked Security if any of the standards set forth in the initial eligibility criteria are not continuously maintained, except that: • The criteria that no single component represent more than 25% of the dollar weight of the Underlying Index and the five highest dollar weighted components in the Underlying Index cannot represent more than 50% (or 60% for Underlying Indexes with less than 25 components) of the dollar weight of the Underlying Index, need only be satisfied for capitalization weighted, modified capitalization weighted, and price weighted Underlying Indexes as of the first day of January and July in each year; • The total number of components in the Underlying Index may not increase or decrease by more than 331⁄3% from the number of components in the Underlying Index at the time of its initial listing, and in no event may be less than ten components; • The trading volume of each component security in the Underlying Index must be at least 500,000 shares for each of the last six months, except that for each of the lowest dollar weighted components in the Underlying Index that in the aggregate account for no more than 10% of the dollar weight of the Underlying Index, trading volume must be at least 400,000 shares for each of the last six months; and • For a capitalization weighted or modified capitalization weighted Underlying Index, the lesser of the five highest dollar weighted component securities in the Underlying Index or the highest dollar weighted component securities in the Underlying Index that in the aggregate represent at least 30% of the total number of stocks in the Underlying Index have an average monthly trading volume of at least 1,000,000 shares over the previous six months. In connection with an Equity IndexLinked Security, the Exchange will commence delisting or removal proceedings if an Underlying Index or Indexes fails to satisfy the maintenance standards or conditions for such Underlying Index or Indexes as set forth by the Commission in its order under Section 19(b)(2) of the Act 12 approving the Underlying Index or Indexes for the trading of options or other derivatives. The Exchange will also commence delisting or removal proceedings of an Equity Index-Linked Security under any of the following circumstances: • If the aggregate market value or the principal amount of the Equity IndexLinked Securities publicly held is less than $400,000; • If the value of the Underlying Index or composite value of the Underlying Indexes is no longer calculated and widely disseminated on at least a 15second basis during the time the Equity Index-Linked Securities trade on the Exchange; or • If such other event occurs or condition exists which, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. Commodity-Linked Securities Listing Standards Commodity-Linked Securities will be subject to the criteria in proposed Section 703.22(B)(II) of the Manual for initial and continued listing. An issue of Commodity-Linked Securities must meet initial listing standards set forth in either the first or second bullet point below: • One or more physical commodities or commodity futures, options, or other commodity derivatives or Commodity Trust Shares (as defined in Exchange Rule 1300B) or basket or index of any of the foregoing (the ‘‘Commodity Reference Asset’’) to which the security is linked shall have been reviewed and approved for the trading of Commodity Trust Shares, options, or other derivatives by the Commission under Section 19(b)(2) of the Act 13 and rules thereunder, and the conditions set forth in the Commission’s approval order, including with respect to comprehensive surveillance sharing agreements, continue to be satisfied; or • The pricing information for each component of a Commodity Reference Asset must be derived from a market 12 15 11 See 17 CFR 242.600(b)(47). VerDate Aug<31>2005 17:52 Apr 12, 2007 U.S.C. 78s(b)(2). 13 Id. Jkt 211001 PO 00000 Frm 00095 Fmt 4703 Sfmt 4703 which is an Intermarket Surveillance Group (‘‘ISG’’) member or affiliate or with which the Exchange has a comprehensive surveillance sharing agreement. Notwithstanding the previous sentence, pricing information for gold and silver may be derived from the London Bullion Market Association. In addition, the issue must meet both of the following initial listing criteria: • The value of the Commodity Reference Asset must be calculated and widely disseminated on at least a 15second basis during the time the Commodity-Linked Securities trade on the Exchange; and • In the case of Commodity-Linked Securities that are periodically redeemable, the indicative value of the subject Commodity-Linked Securities must be calculated and widely disseminated by one or more major market data vendors on at least a 15second basis during the time the Commodity-Linked Securities trade on the Exchange. The Exchange will commence delisting or removal proceedings if any of the initial listing criteria described above is not continuously maintained. Notwithstanding the foregoing sentence, an issue of Commodity-Linked Securities will not be delisted for a failure to have in place comprehensive surveillance sharing agreements if the Commodity Reference Asset has at least 10 components, and the Exchange has comprehensive surveillance sharing agreements with respect to at least 90% of the dollar weight of the Commodity Reference Asset. The Exchange will also commence delisting or removal proceedings: • If the aggregate market value or the principal amount of the CommodityLinked Securities publicly held is less than $400,000; • If the value of the Commodity Reference Asset is no longer calculated or available and a new Commodity Reference Asset is substituted, unless the new Commodity Reference Asset meets the requirements of proposed Section 703.22; or • If such other event occurs or condition exists which, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. Currency-Linked Securities Listing Standards Currency-Linked Securities will be subject to the criteria in proposed Section 703.22(B)(III) of the Manual for initial and continued listing. An issue of Currency-Linked Securities must meet initial listing standards set forth in either the first or second bullet point below: E:\FR\FM\13APN1.SGM 13APN1 pwalker on PROD1PC71 with NOTICES Federal Register / Vol. 72, No. 71 / Friday, April 13, 2007 / Notices • One or more currencies, or options, currency futures, or other currency derivatives, or Currency Trust Shares (as defined in Exchange Rule 1300A), or a basket or index of any of the foregoing (the ‘‘Currency Reference Asset’’) to which the Currency-Linked Security is linked shall have been reviewed and approved for the trading of Currency Trust Shares, options, or other derivatives by the Commission under Section 19(b)(2) of the Act 14 and rules thereunder, and the conditions set forth in the Commission’s approval order, including with respect to comprehensive surveillance sharing agreements, continue to be satisfied; or • The pricing information for each component of a Currency Reference Asset must be (a) the generally accepted spot price for the currency exchange rate in question or (b) derived from a market which (i) is an ISG member or affiliate of an ISG member or with which the Exchange has in place a comprehensive surveillance sharing agreement and (ii) is the pricing source for components of a Currency Reference Asset that has previously been approved by the Commission. In addition, the issue must meet both of the following initial listing criteria: • The value of the Currency Reference Asset must be calculated and widely disseminated on at least a 15second basis during the time the Currency-Linked Securities trade on the Exchange; and • In the case of Currency-Linked Securities that are periodically redeemable, the indicative value of the subject Currency-Linked Securities must be calculated and widely disseminated by one or more major market data vendors on at least a 15-second basis during the time the Currency-Linked Securities trade on the Exchange. The Exchange will commence delisting or removal proceedings if any of the initial listing criteria described above is not continuously maintained. Notwithstanding the foregoing sentence, an issue of Currency-Linked Securities will not be delisted for a failure to have in place comprehensive surveillance sharing agreements if the Currency Reference Asset has at least 10 components, and the Exchange has comprehensive surveillance sharing agreements with respect to at least 90% of the dollar weight of the Currency Reference Asset. The Exchange will also commence delisting or removal proceedings under any of the following circumstances: • If the aggregate market value or the principal amount of the Currency14 Id. VerDate Aug<31>2005 17:52 Apr 12, 2007 Jkt 211001 Linked Securities publicly held is less than $400,000; • If the value of the Currency Reference Asset is no longer calculated or available and a new Currency Reference Asset is substituted, unless the new Currency Reference Asset meets the requirements of proposed Section 703.22; or • If such other event occurs or condition exists which, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. Exchange Rules Applicable to IndexLinked Securities Index-Linked Securities traded on the Exchange’s equity trading floor will be subject to all Exchange rules governing the trading of equity securities. The Exchange’s equity margin rules and the Exchange’s regular trading hours (9:30 a.m. to 4 p.m. Eastern Time) will apply to transactions in Index-Linked Securities. Index-Linked Securities traded on the NYSE Bonds system will be subject to the rules applicable to securities traded on that system. Information Memorandum Upon evaluating the nature and complexity of each Index-Linked Security, the Exchange represents that it will prepare and distribute, if appropriate, an Information Memorandum to member organizations describing the product. Accordingly, the particular structure and corresponding risks of an Index-Linked Security will be highlighted and disclosed. In particular, the Memorandum will set forth the Exchange’s suitability rule that requires a member organization recommending a transaction in IndexLinked Securities: (1) To determine that such transaction is suitable for the customer (NYSE Rule 723) and (2) to have a reasonable basis for believing that the customer can evaluate the special characteristics, and is able to bear the financial risks, of such transaction. In addition, the Information Memorandum will reference the requirement that NYSE member organizations must deliver a prospectus to investors purchasing newly issued Index-Linked Securities prior to or concurrently with the confirmation of a transaction. Surveillance The Exchange will closely monitor activity in Index-Linked Securities to identify and deter any potential improper trading activity in such securities. Additionally, the Exchange represents that its surveillance procedures are adequate to properly monitor the trading of Index-Linked PO 00000 Frm 00096 Fmt 4703 Sfmt 4703 18715 Securities. Specifically, the Exchange will rely on its existing surveillance procedures governing equities, options, and exchange-traded funds. The Exchange has developed procedures to closely monitor activity in Index-Linked Securities and the Underlying Indexes and their components to identify and deter potential improper trading activity. To the extent applicable, the Exchange will be able to obtain trading and beneficial holder information from the primary trading markets for the components of the Underlying Indexes in relation to Index-Linked Securities, either pursuant to bilateral information sharing agreements with those markets or because those markets are full members or affiliate members of the ISG. Firewall Procedures If the Underlying Index is maintained by a broker-dealer, the broker-dealer shall erect a ‘‘firewall’’ around the personnel responsible for the maintenance of the Underlying Index or who have access to information concerning changes and adjustments to the Underlying Index, and the Underlying Index shall be calculated by a third party who is not a broker-dealer. Any advisory committee, supervisory board, or similar entity that advises an Index Licensor or Administrator (each as defined in NYSE Rule 1100, Supplementary Material .10) or that makes decisions regarding the Underlying Index or portfolio composition, methodology, and related matters must implement and maintain, or be subject to, procedures designed to prevent the use and dissemination of material, non-public information regarding the applicable Underlying Index or portfolio. NYSE Rules 1300B(b) and Rule 1301B restrict the ability of the specialist firm for any issue of Commodity-Linked Securities or its affiliates to make markets in and trade the Commodity Reference Asset components, the commodities underlying the Commodity Reference Asset components, or options, futures, or options on futures on the Commodity Reference Asset, or any other derivatives based on the Commodity Reference Asset, any Commodity Reference Asset component, or any physical commodity or commodities underlying a Commodity Reference Asset component. Similarly, a proposed rule change to NYSE Rules 1300A and 1301A 15 seeks to impose similar restrictions on the ability of the 15 See Securities Exchange Act Release No. 55222 (February 1, 2007), 72 FR 6021 (February 8, 2007) (SR–NYSE–2006–68). E:\FR\FM\13APN1.SGM 13APN1 18716 Federal Register / Vol. 72, No. 71 / Friday, April 13, 2007 / Notices specialist firm for any issue of CurrencyLinked Securities or its affiliates to make markets in and trade the Currency Reference Asset components, the currencies underlying the Currency Reference Asset components, or options, futures, or options on futures on the Currency Reference Asset, or any other derivatives based on the Currency Reference Asset, any Currency Reference Asset component, or any currency underlying a Currency Reference Asset component. Trading Halts In the case of Commodity-or Currency-Linked Securities, if the indicative value or the Commodity Reference Asset value or Currency Reference Asset value, as the case may be, applicable to a series of such securities is not being disseminated as required, or, in the case of Equity IndexLinked Securities, if the value of the Underlying Index is not being disseminated as required, the Exchange may halt trading during the day on which such interruption first occurs. If such interruption persists past the trading day in which it occurred, the Exchange will halt trading no later than the beginning of the trading day following the interruption. 2. Statutory Basis The proposed rule change is consistent with Section 6(b) of the Act,16 in general, and furthers the objectives of Section 6(b)(5) of the Act,17 in particular, in that it is designed to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. B. Self-Regulatory Organization’s Statement on Burden on Competition pwalker on PROD1PC71 with NOTICES 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. 16 15 17 15 U.S.C. 78f(b). U.S.C. 78f(b)(5). VerDate Aug<31>2005 17:52 Apr 12, 2007 Jkt 211001 C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others The Exchange has neither solicited nor received written comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the date of publication of this notice in the Federal Register or within such longer period (i) as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the Exchange consents, the Commission will: (A) By order approve such proposed rule change, or (B) Institute proceedings to determine whether the proposed rule change should be disapproved. The Exchange has requested accelerated approval of this proposed rule change prior to the 30th day after the date of publication of the notice of the filing thereof. The Commission has determined that a 15-day comment period is appropriate in this case. 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 the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; 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–NYSE–2007–27 and should be submitted on or before April 30, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.18 Florence E. Harmon, Deputy Secretary. [FR Doc. E7–7056 Filed 4–12–07; 8:45 am] BILLING CODE 8010–01–P 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: SECURITIES AND EXCHANGE COMMISSION [Release No. 34–55596; File No. SR– NYSEArca–2007–30] 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–NYSE–2007–27 on the subject line. Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Fees for Transactions in Listed and Nasdaq Securities Priced Less Than One Dollar April 6, 2007. 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 March 22, Paper Comments 2007, NYSE Arca, Inc. (‘‘NYSE Arca’’ or ‘‘Exchange’’), through its wholly owned • Send paper comments in triplicate subsidiary NYSE Arca Equities, Inc. to Nancy M. Morris, Secretary, (‘‘NYSE Arca Equities’’), filed with the Securities and Exchange Commission, Securities and Exchange Commission Station Place, 100 F Street, NE., (‘‘Commission’’) the proposed rule Washington, DC 20549–1090. change as described in Items I, II, and All submissions should refer to File III below, which Items have been Number SR–NYSE–2007–27. This file substantially prepared by the Exchange. number should be included on the NYSE Arca has filed the proposal subject line if e-mail is used. To help the pursuant to Section 19(b)(3)(A) of the Commission process and review your Act 3 and Rule 19b–4(f)(2) thereunder,4 comments more efficiently, please use only one method. The Commission will 18 17 CFR 200.30–3(a)(12). post all comments on the Commission’s 1 15 U.S.C. 78s(b)(1). Internet Web site (http://www.sec.gov/ 2 17 CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A). rules/sro.shtml). Copies of the 4 17 CFR 240.19b–4(f)(2). submission, all subsequent PO 00000 Frm 00097 Fmt 4703 Sfmt 4703 E:\FR\FM\13APN1.SGM 13APN1

Agencies

[Federal Register Volume 72, Number 71 (Friday, April 13, 2007)]
[Notices]
[Pages 18712-18716]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-7056]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-55600; File No. SR-NYSE-2007-27]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change and Amendment Nos. 1 and 2 
Thereto To Adopt Generic Listing Standards for Index-Linked Securities

April 9, 2007.
    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 March 9, 2007, the New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been substantially prepared by the 
Exchange. On April 4, 2007, the Exchange filed Amendment No. 1 to the 
proposed rule change. On April 5, 2007, the Exchange filed Amendment 
No. 2 to the proposed rule change. The Commission is publishing this 
notice to solicit comments on the proposed rule change, as amended, 
from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to adopt generic listing standards for equity 
index-linked securities (``Equity Index-Linked Securities''), 
commodity-linked securities (``Commodity-Linked Securities''), and 
currency-linked securities (``Currency-Linked Securities'' and, 
together with Equity Index-Linked Securities and Commodity-Linked 
Securities, ``Index-Linked Securities''). The text of the proposed rule 
change is available at NYSE, the Commission's Public Reference Room, 
and www.nyse.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 IV below. The Exchange has prepared summaries, set forth in 
Sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to add new Section 703.22 to its Listed 
Company Manual (the ``Manual'') to provide generic listing standards to 
permit the listing and trading of Index-Linked Securities pursuant to 
Rule 19b-4(e) \3\ under the Act. The Exchange represents that any 
securities it lists and/or trades pursuant to proposed Section 703.22 
of the Manual will satisfy the standards set forth therein. The 
Exchange states that within five business days after commencement of 
trading of an Index-Linked Security pursuant to proposed Section 703.22 
of the Manual, the Exchange will file a Form 19b-4(e).\4\
---------------------------------------------------------------------------

    \3\ Rule 19b-4(e) provides that the listing and trading of a new 
derivative securities product by a self-regulatory organization 
(``SRO'') shall not be deemed a proposed rule change if the 
Commission has approved the SRO's trading rules, procedures, and 
listing standards for the product class that would include the new 
derivatives securities product, and the SRO has a surveillance 
program for the product class. See 17 CFR 240.19b-4(e)(1).
    \4\ See 17 CFR 240.19b-4(e)(2)(ii).
---------------------------------------------------------------------------

Index-Linked Securities

    Index-Linked Securities are designed for investors who desire to 
participate in a specific market segment by providing exposure to one 
or more identifiable underlying securities, commodities, currencies, 
derivative instruments, or market indexes of the foregoing (the 
``Underlying Index'' or ``Underlying Indexes'').\5\ Index-Linked 
Securities are the non-convertible debt of an issuer that have a term 
of at least one year, but not greater than thirty years, and are tied 
to the performance of the Underlying Index. Index-Linked Securities may 
or may not make interest payments based on dividends or other cash 
distributions paid on the securities comprising the Underlying Index or 
Indexes to the holder during their term. Despite the fact that Index-
Linked Securities are linked to an Underlying Index, each will trade as 
a single, exchange-listed security.
---------------------------------------------------------------------------

    \5\ The Exchange states that the holder of an Index-Linked 
Security may or may not be fully exposed to the appreciation and/or 
depreciation of the underlying component assets. For example, an 
Index-Linked Security may be subject to a ``cap'' on the maximum 
principal amount to be repaid to holders or a ``floor'' on the 
minimum principal amount to be repaid to holders at maturity.
---------------------------------------------------------------------------

    The Exchange represents that the proposed generic listing standards 
will not be applicable to Index-Linked Securities with respect to which 
the payment at maturity is based on a multiple of the negative 
performance of an Underlying Index or Indexes. An Index-Linked Security 
may or may not provide ``principal protection,'' i.e., a minimum 
guaranteed amount to be repaid.\6\ The Exchange believes that the 
flexibility to list a variety of Index-Linked Securities will offer 
investors the opportunity to more precisely focus their specific 
investment strategies.
---------------------------------------------------------------------------

    \6\ Some Index-Linked Securities may provide for ``contingent'' 
protection of the principal amount, whereby the principal protection 
may disappear if the Underlying Index at any point in time during 
the life of such security reaches a certain predetermined level.
---------------------------------------------------------------------------

    Index-Linked Securities do not give the holder any right to receive 
a portfolio component, dividend payments, or any other ownership right 
or interest in the portfolio or underlying components comprising the 
Underlying Index. Pursuant to proposed Section 703.22 of the Manual, 
the current or composite value of the Underlying Index will be widely 
disseminated at least every 15 seconds during the trading day.

Proposed Listing Criteria for Index-Linked Securities

    The Exchange will apply the following requirements to all issuers 
of Index-Linked Securities:
     If the issuer is a NYSE-listed company, the entity must be 
a company in good standing (i.e., meets NYSE's applicable continued 
listing criteria); if the issuer is an affiliate of a NYSE-listed 
company, the NYSE-listed company must be a company in good standing; if 
not listed, the issuer must meet the size and earnings requirements of 
Sections 102.01-102.03 or Sections 103.01-103.05 of the Manual. 
Sovereign issuers

[[Page 18713]]

will be evaluated on a case-by-case basis.
     The issuer will be expected to have a minimum tangible net 
worth\7\ of $250,000,000. In the alternative, the issuer will be 
expected: (i) To have a minimum tangible net worth of $150,000,000 and 
(ii) not to issue Index-Linked Securities, the original issue price of 
which, combined with all the issuer's other Index-Linked Securities 
listed on a national securities exchange, exceeds 25% of the issuer's 
tangible net worth at the time of issuance. If the Index-Linked 
Securities are fully and unconditionally guaranteed by an affiliate of 
the issuer, the Exchange will rely on such affiliate's tangible net 
worth for purposes of these requirements and will include in its 
calculation all Index-Linked Securities that are fully and 
unconditionally guaranteed by such affiliate.
---------------------------------------------------------------------------

    \7\ ``Tangible net worth'' is defined as total assets, less 
intangible assets and total liabilities. Intangibles include non-
material benefits such as goodwill, patents, copyrights, and 
trademarks.
---------------------------------------------------------------------------

     The issuer must be in compliance with Rule 10A-3 under the 
Act.\8\
---------------------------------------------------------------------------

    \8\ See 17 CFR 240.10A-3 (setting forth the listing standards 
relating to audit committees).
---------------------------------------------------------------------------

    The Exchange will apply the following requirements to each issue of 
Index-Linked Securities:
     The issue must have a minimum public distribution of at 
least 1 million units and a minimum of 400 holders, except if traded on 
the NYSE Bonds system and the applicable NYSE Bonds listing and trading 
standards are satisfied; \9\
---------------------------------------------------------------------------

    \9\ See NYSE Rule 86 (establishing rules and standards with 
respect to the Exchange's electronic system, known as ``NYSE 
Bonds,'' for receiving, processing, executing, and reporting bids, 
offers, and executions in bonds).
---------------------------------------------------------------------------

     The issue must have a principal amount/aggregate market 
value of not less than $4 million;
     The issue must have a term of at least one year, but not 
greater than thirty years;
     The issue must be the non-convertible debt of the issuer; 
and
     The issue must not base its payment at maturity on a 
multiple of the negative performance of an Underlying Index or Indexes, 
although the payment at maturity may or may not provide for a multiple 
of the positive performance of an Underlying Index or Indexes.
    Index-Linked Securities must have at least 400 holders at the time 
of listing. This requirement will not be applicable if the issue 
provides for the redemption of Index-Linked Securities at the option of 
the holders on at least a weekly basis. The Exchange believes that a 
weekly redemption right will ensure a strong correlation between the 
market price of the Index-Linked Securities and the performance of the 
Underlying Index, as holders will be unlikely to sell their Index-
Linked Securities for less than their redemption value if they have a 
weekly right to be redeemed for their full value. In addition, in the 
case of those Index-Linked Securities with a weekly redemption feature 
that are currently listed, as well as all of those that are currently 
proposed to be listed, the issuer has the ability to issue new Index-
Linked Securities from time to time at the indicative value at the time 
of such sale. This provides a ready supply of new Index-Linked 
Securities thereby lessening the possibility that the market price of 
such securities will be affected by a scarcity of available Index-
Linked Securities for sale. It also assists in maintaining a strong 
correlation between the market price and the indicative value, as 
investors will be unlikely to pay more than the indicative value in the 
open market if they can acquire Index-Linked Securities from the issuer 
at that price.
    The ability to list Index-Linked Securities with these 
characteristics without any specific requirements as to the number of 
holders is important to the successful listing of such securities. 
Issuers issuing these types of Index-Linked Securities generally do not 
intend to do so by way of an underwritten offering. Rather, the 
distribution arrangement is analogous to that of an exchange traded 
fund issuance, in that the issue is launched without any significant 
distribution event, and the float increases over time as investors 
purchase additional securities from the issuer at the then indicative 
value. Investors will generally seek to purchase the securities at a 
point when the Underlying Index is at a level that they perceive as 
providing an attractive growth opportunity. In the context of such a 
distribution arrangement, it is difficult for an issuer to guarantee 
its ability to sell to sufficient investors on the listing date to meet 
a specific number-of-holders requirement. However, the Exchange 
believes that this difficulty in ensuring 400 holders on the listing 
date is not indicative of a likely long-term lack of liquidity in 
Index-Linked Securities or, for the reasons set forth in the prior 
paragraph, of a difficulty in establishing a pricing equilibrium in the 
Index-Linked Securities or a successful two-sided market.

Equity Index-Linked Securities Listing Standards

    Equity Index-Linked Securities will be subject to the criteria in 
proposed Section 703.22(B)(I) of the Manual for initial and continued 
listing. For an Underlying Index to be appropriate for the initial 
listing of an Equity Index-Linked Security, such Underlying Index must 
comprise at least ten component securities of different issuers. The 
Underlying Index must also either: (i) Be approved for the trading of 
options or other derivative securities by the Commission under Section 
19(b)(2) of the Act \10\ and rules thereunder, and the conditions set 
forth in the Commission's approval order, including comprehensive 
surveillance sharing agreements for non-U.S. stocks, continue to be 
satisfied, or (ii) meet the following requirements:
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

     Each component security must have a minimum market value 
of at least $75 million, except that for each of the lowest dollar 
weighted component securities in the Underlying Index that in the 
aggregate account for no more than 10% of the dollar weight of such 
Underlying Index, the market value can be at least $50 million;
     Each component security must have a trading volume in each 
of the last six months of not less than 1,000,000 shares, except that 
for each of the lowest dollar weighted component securities in the 
Underlying Index that in the aggregate account for no more than 10% of 
the dollar weight of such Underlying Index, the trading volume must be 
at least 500,000 shares in each of the last six months;
     Underlying Indexes based upon the equal-dollar or modified 
equal-dollar weighting methodology must be rebalanced at least 
quarterly;
     In the case of a capitalization weighted or modified 
capitalization weighted Underlying Index, the lesser of the five 
highest dollar weighted component securities in the Underlying Index or 
the highest dollar weighted component securities in the Underlying 
Index that in the aggregate represent at least 30% of the total number 
of component securities in the Underlying Index, each have an average 
monthly trading volume of at least 2,000,000 shares over the previous 
six months;
     No component security will represent more than 25% of the 
dollar weight of the Underlying Index, and the five highest dollar 
weighted component securities in the Underlying Index will not in the 
aggregate account for more than 50% of the weight of the Underlying 
Index (60% for an Underlying Index consisting of fewer than 25 
component securities);
     90% of the Underlying Index's dollar weight and at least 
80% of the total number of component securities

[[Page 18714]]

must meet the then current criteria for standardized options trading on 
a national securities exchange; and
     All component securities must either: (i) Be issued by a 
reporting company under the Act that is listed on a national securities 
exchange and be an ``NMS stock,'' as defined in Rule 600 of Regulation 
NMS,\11\ or (ii) be foreign country securities or American Depository 
Receipts (``ADRs''), provided that the foreign country securities or 
foreign country securities underlying ADRs having their primary trading 
market outside the United States on foreign trading markets that are 
not parties to comprehensive surveillance agreements with the Exchange 
will not, in the aggregate, represent more than 20% of the dollar 
weight of the Underlying Index.
---------------------------------------------------------------------------

    \11\ See 17 CFR 242.600(b)(47).
---------------------------------------------------------------------------

    The Exchange will commence delisting or removal proceedings of an 
Equity Index-Linked Security if any of the standards set forth in the 
initial eligibility criteria are not continuously maintained, except 
that:
     The criteria that no single component represent more than 
25% of the dollar weight of the Underlying Index and the five highest 
dollar weighted components in the Underlying Index cannot represent 
more than 50% (or 60% for Underlying Indexes with less than 25 
components) of the dollar weight of the Underlying Index, need only be 
satisfied for capitalization weighted, modified capitalization 
weighted, and price weighted Underlying Indexes as of the first day of 
January and July in each year;
     The total number of components in the Underlying Index may 
not increase or decrease by more than 33\1/3\% from the number of 
components in the Underlying Index at the time of its initial listing, 
and in no event may be less than ten components;
     The trading volume of each component security in the 
Underlying Index must be at least 500,000 shares for each of the last 
six months, except that for each of the lowest dollar weighted 
components in the Underlying Index that in the aggregate account for no 
more than 10% of the dollar weight of the Underlying Index, trading 
volume must be at least 400,000 shares for each of the last six months; 
and
     For a capitalization weighted or modified capitalization 
weighted Underlying Index, the lesser of the five highest dollar 
weighted component securities in the Underlying Index or the highest 
dollar weighted component securities in the Underlying Index that in 
the aggregate represent at least 30% of the total number of stocks in 
the Underlying Index have an average monthly trading volume of at least 
1,000,000 shares over the previous six months.
    In connection with an Equity Index-Linked Security, the Exchange 
will commence delisting or removal proceedings if an Underlying Index 
or Indexes fails to satisfy the maintenance standards or conditions for 
such Underlying Index or Indexes as set forth by the Commission in its 
order under Section 19(b)(2) of the Act \12\ approving the Underlying 
Index or Indexes for the trading of options or other derivatives. The 
Exchange will also commence delisting or removal proceedings of an 
Equity Index-Linked Security under any of the following circumstances:
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

     If the aggregate market value or the principal amount of 
the Equity Index-Linked Securities publicly held is less than $400,000;
     If the value of the Underlying Index or composite value of 
the Underlying Indexes is no longer calculated and widely disseminated 
on at least a 15-second basis during the time the Equity Index-Linked 
Securities trade on the Exchange; or
     If such other event occurs or condition exists which, in 
the opinion of the Exchange, makes further dealings on the Exchange 
inadvisable.

Commodity-Linked Securities Listing Standards

    Commodity-Linked Securities will be subject to the criteria in 
proposed Section 703.22(B)(II) of the Manual for initial and continued 
listing. An issue of Commodity-Linked Securities must meet initial 
listing standards set forth in either the first or second bullet point 
below:
     One or more physical commodities or commodity futures, 
options, or other commodity derivatives or Commodity Trust Shares (as 
defined in Exchange Rule 1300B) or basket or index of any of the 
foregoing (the ``Commodity Reference Asset'') to which the security is 
linked shall have been reviewed and approved for the trading of 
Commodity Trust Shares, options, or other derivatives by the Commission 
under Section 19(b)(2) of the Act \13\ and rules thereunder, and the 
conditions set forth in the Commission's approval order, including with 
respect to comprehensive surveillance sharing agreements, continue to 
be satisfied; or
---------------------------------------------------------------------------

    \13\ Id.
---------------------------------------------------------------------------

     The pricing information for each component of a Commodity 
Reference Asset must be derived from a market which is an Intermarket 
Surveillance Group (``ISG'') member or affiliate or with which the 
Exchange has a comprehensive surveillance sharing agreement. 
Notwithstanding the previous sentence, pricing information for gold and 
silver may be derived from the London Bullion Market Association.
    In addition, the issue must meet both of the following initial 
listing criteria:
     The value of the Commodity Reference Asset must be 
calculated and widely disseminated on at least a 15-second basis during 
the time the Commodity-Linked Securities trade on the Exchange; and
     In the case of Commodity-Linked Securities that are 
periodically redeemable, the indicative value of the subject Commodity-
Linked Securities must be calculated and widely disseminated by one or 
more major market data vendors on at least a 15-second basis during the 
time the Commodity-Linked Securities trade on the Exchange.
    The Exchange will commence delisting or removal proceedings if any 
of the initial listing criteria described above is not continuously 
maintained. Notwithstanding the foregoing sentence, an issue of 
Commodity-Linked Securities will not be delisted for a failure to have 
in place comprehensive surveillance sharing agreements if the Commodity 
Reference Asset has at least 10 components, and the Exchange has 
comprehensive surveillance sharing agreements with respect to at least 
90% of the dollar weight of the Commodity Reference Asset. The Exchange 
will also commence delisting or removal proceedings:
     If the aggregate market value or the principal amount of 
the Commodity-Linked Securities publicly held is less than $400,000;
     If the value of the Commodity Reference Asset is no longer 
calculated or available and a new Commodity Reference Asset is 
substituted, unless the new Commodity Reference Asset meets the 
requirements of proposed Section 703.22; or
     If such other event occurs or condition exists which, in 
the opinion of the Exchange, makes further dealings on the Exchange 
inadvisable.

Currency-Linked Securities Listing Standards

    Currency-Linked Securities will be subject to the criteria in 
proposed Section 703.22(B)(III) of the Manual for initial and continued 
listing. An issue of Currency-Linked Securities must meet initial 
listing standards set forth in either the first or second bullet point 
below:

[[Page 18715]]

     One or more currencies, or options, currency futures, or 
other currency derivatives, or Currency Trust Shares (as defined in 
Exchange Rule 1300A), or a basket or index of any of the foregoing (the 
``Currency Reference Asset'') to which the Currency-Linked Security is 
linked shall have been reviewed and approved for the trading of 
Currency Trust Shares, options, or other derivatives by the Commission 
under Section 19(b)(2) of the Act \14\ and rules thereunder, and the 
conditions set forth in the Commission's approval order, including with 
respect to comprehensive surveillance sharing agreements, continue to 
be satisfied; or
---------------------------------------------------------------------------

    \14\ Id.
---------------------------------------------------------------------------

     The pricing information for each component of a Currency 
Reference Asset must be (a) the generally accepted spot price for the 
currency exchange rate in question or (b) derived from a market which 
(i) is an ISG member or affiliate of an ISG member or with which the 
Exchange has in place a comprehensive surveillance sharing agreement 
and (ii) is the pricing source for components of a Currency Reference 
Asset that has previously been approved by the Commission.
    In addition, the issue must meet both of the following initial 
listing criteria:
     The value of the Currency Reference Asset must be 
calculated and widely disseminated on at least a 15-second basis during 
the time the Currency-Linked Securities trade on the Exchange; and
     In the case of Currency-Linked Securities that are 
periodically redeemable, the indicative value of the subject Currency-
Linked Securities must be calculated and widely disseminated by one or 
more major market data vendors on at least a 15-second basis during the 
time the Currency-Linked Securities trade on the Exchange.
    The Exchange will commence delisting or removal proceedings if any 
of the initial listing criteria described above is not continuously 
maintained. Notwithstanding the foregoing sentence, an issue of 
Currency-Linked Securities will not be delisted for a failure to have 
in place comprehensive surveillance sharing agreements if the Currency 
Reference Asset has at least 10 components, and the Exchange has 
comprehensive surveillance sharing agreements with respect to at least 
90% of the dollar weight of the Currency Reference Asset. The Exchange 
will also commence delisting or removal proceedings under any of the 
following circumstances:
     If the aggregate market value or the principal amount of 
the Currency-Linked Securities publicly held is less than $400,000;
     If the value of the Currency Reference Asset is no longer 
calculated or available and a new Currency Reference Asset is 
substituted, unless the new Currency Reference Asset meets the 
requirements of proposed Section 703.22; or
     If such other event occurs or condition exists which, in 
the opinion of the Exchange, makes further dealings on the Exchange 
inadvisable.

Exchange Rules Applicable to Index-Linked Securities

    Index-Linked Securities traded on the Exchange's equity trading 
floor will be subject to all Exchange rules governing the trading of 
equity securities. The Exchange's equity margin rules and the 
Exchange's regular trading hours (9:30 a.m. to 4 p.m. Eastern Time) 
will apply to transactions in Index-Linked Securities. Index-Linked 
Securities traded on the NYSE Bonds system will be subject to the rules 
applicable to securities traded on that system.

Information Memorandum

    Upon evaluating the nature and complexity of each Index-Linked 
Security, the Exchange represents that it will prepare and distribute, 
if appropriate, an Information Memorandum to member organizations 
describing the product. Accordingly, the particular structure and 
corresponding risks of an Index-Linked Security will be highlighted and 
disclosed. In particular, the Memorandum will set forth the Exchange's 
suitability rule that requires a member organization recommending a 
transaction in Index-Linked Securities: (1) To determine that such 
transaction is suitable for the customer (NYSE Rule 723) and (2) to 
have a reasonable basis for believing that the customer can evaluate 
the special characteristics, and is able to bear the financial risks, 
of such transaction. In addition, the Information Memorandum will 
reference the requirement that NYSE member organizations must deliver a 
prospectus to investors purchasing newly issued Index-Linked Securities 
prior to or concurrently with the confirmation of a transaction.

Surveillance

    The Exchange will closely monitor activity in Index-Linked 
Securities to identify and deter any potential improper trading 
activity in such securities. Additionally, the Exchange represents that 
its surveillance procedures are adequate to properly monitor the 
trading of Index-Linked Securities. Specifically, the Exchange will 
rely on its existing surveillance procedures governing equities, 
options, and exchange-traded funds. The Exchange has developed 
procedures to closely monitor activity in Index-Linked Securities and 
the Underlying Indexes and their components to identify and deter 
potential improper trading activity. To the extent applicable, the 
Exchange will be able to obtain trading and beneficial holder 
information from the primary trading markets for the components of the 
Underlying Indexes in relation to Index-Linked Securities, either 
pursuant to bilateral information sharing agreements with those markets 
or because those markets are full members or affiliate members of the 
ISG.

Firewall Procedures

    If the Underlying Index is maintained by a broker-dealer, the 
broker-dealer shall erect a ``firewall'' around the personnel 
responsible for the maintenance of the Underlying Index or who have 
access to information concerning changes and adjustments to the 
Underlying Index, and the Underlying Index shall be calculated by a 
third party who is not a broker-dealer. Any advisory committee, 
supervisory board, or similar entity that advises an Index Licensor or 
Administrator (each as defined in NYSE Rule 1100, Supplementary 
Material .10) or that makes decisions regarding the Underlying Index or 
portfolio composition, methodology, and related matters must implement 
and maintain, or be subject to, procedures designed to prevent the use 
and dissemination of material, non-public information regarding the 
applicable Underlying Index or portfolio.
    NYSE Rules 1300B(b) and Rule 1301B restrict the ability of the 
specialist firm for any issue of Commodity-Linked Securities or its 
affiliates to make markets in and trade the Commodity Reference Asset 
components, the commodities underlying the Commodity Reference Asset 
components, or options, futures, or options on futures on the Commodity 
Reference Asset, or any other derivatives based on the Commodity 
Reference Asset, any Commodity Reference Asset component, or any 
physical commodity or commodities underlying a Commodity Reference 
Asset component. Similarly, a proposed rule change to NYSE Rules 1300A 
and 1301A \15\ seeks to impose similar restrictions on the ability of 
the

[[Page 18716]]

specialist firm for any issue of Currency-Linked Securities or its 
affiliates to make markets in and trade the Currency Reference Asset 
components, the currencies underlying the Currency Reference Asset 
components, or options, futures, or options on futures on the Currency 
Reference Asset, or any other derivatives based on the Currency 
Reference Asset, any Currency Reference Asset component, or any 
currency underlying a Currency Reference Asset component.
---------------------------------------------------------------------------

    \15\ See Securities Exchange Act Release No. 55222 (February 1, 
2007), 72 FR 6021 (February 8, 2007) (SR-NYSE-2006-68).
---------------------------------------------------------------------------

Trading Halts

    In the case of Commodity-or Currency-Linked Securities, if the 
indicative value or the Commodity Reference Asset value or Currency 
Reference Asset value, as the case may be, applicable to a series of 
such securities is not being disseminated as required, or, in the case 
of Equity Index-Linked Securities, if the value of the Underlying Index 
is not being disseminated as required, the Exchange may halt trading 
during the day on which such interruption first occurs. If such 
interruption persists past the trading day in which it occurred, the 
Exchange will halt trading no later than the beginning of the trading 
day following the interruption.
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the 
Act,\16\ in general, and furthers the objectives of Section 6(b)(5) of 
the Act,\17\ in particular, in that it is designed to promote just and 
equitable principles of trade, to foster cooperation and coordination 
with persons engaged in regulating, clearing, settling, processing 
information with respect to, and facilitating transactions in 
securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system, and, in general, to 
protect investors and the public interest.
---------------------------------------------------------------------------

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

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

    The Exchange has neither solicited nor received written comments on 
the proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission will:
    (A) By order approve such proposed rule change, or
    (B) Institute proceedings to determine whether the proposed rule 
change should be disapproved.

The Exchange has requested accelerated approval of this proposed rule 
change prior to the 30th day after the date of publication of the 
notice of the filing thereof. The Commission has determined that a 15-
day comment period is appropriate in this case.

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 rule-comments@sec.gov. Please include 
File Number SR-NYSE-2007-27 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-NYSE-2007-27. 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 the filing 
also will be available for inspection and copying at the principal 
office of the Exchange. All comments received will be posted without 
change; 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-NYSE-2007-27 and should be submitted on or before April 30, 2007.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\18\
---------------------------------------------------------------------------

    \18\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-7056 Filed 4-12-07; 8:45 am]
BILLING CODE 8010-01-P