Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Order Granting Accelerated Approval of Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To List and Trade Shares of the streetTRACKS® Gold Trust, 45850-45855 [E7-15937]
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45850
Federal Register / Vol. 72, No. 157 / Wednesday, August 15, 2007 / Notices
application for registration as a national
securities exchange,7 was not amended
to reflect the elimination of Tape A
sharing prior to the time when Nasdaq
began to trade non-Nasdaq securities as
an exchange on February 12, 2007. The
proposed rule change will rectify this
oversight, and thereby allow Nasdaq to
maintain the status quo with respect to
market data revenue sharing, as had
been Nasdaq’s intent. Nasdaq has not
distributed any Tape A revenues for
system trades.
2. Statutory Basis
Nasdaq believes that the proposed
rule change is consistent with the
provisions of Section 6 of the Act,8 in
general, and with Section 6(b)(4) of the
Act,9 in particular, in that it provides for
the equitable allocation of reasonable
dues, fees and other charges among
members and issuers and other persons
using any facility or system which
Nasdaq operates or controls. Nasdaq
believes that the change will eliminate
an unnecessary charge with respect to
trading of non-Nasdaq securities and
thereby make Nasdaq’s fees for trading
these securities more reasonable.
Nasdaq further believes that the change
with respect to revenue sharing will
allow Nasdaq to maintain the status quo
with respect to Tape A revenue sharing
that had existed prior to Nasdaq
beginning to operate as a national
securities exchange for trading nonNasdaq securities.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
Nasdaq 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.
ebenthall on PROD1PC69 with NOTICES
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. 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
7 Securities Exchange Act Release No. 53128
(January 13, 2006), 71 FR 3550 (January 23, 2006)
(File No. 10–131).
8 15 U.S.C. 78f.
9 15 U.S.C. 78f(b)(4).
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15:00 Aug 14, 2007
Jkt 211001
publishes its reasons for so finding or
(ii) as to which the self-regulatory
organization consents, the Commission
will:
A. By order approve such proposed
rule change, as amended; or
B. Institute proceedings to determine
whether the proposed rule change, as
amended, should be disapproved.
NASDAQ–2007–056 and should be
submitted on or before August 30, 2007.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change, as amended, is consistent with
the Act. Comments may be submitted by
any of the following methods:
BILLING CODE 8010–01–P
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–NASDAQ–2007–056 on the
subject line.
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing and Order
Granting Accelerated Approval of
Proposed Rule Change, as Modified by
Amendment No. 1 Thereto, To List and
Trade Shares of the streetTRACKS
Gold Trust
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–NASDAQ–2007–056. This
file number should be included on the
subject line if e-mail is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for inspection and copying in
the Commission’s Public Reference
Room on official business days between
the hours of 10 a.m. and 3 p.m. Copies
of such 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–
PO 00000
Frm 00128
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For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.10
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7–15965 Filed 8–14–07; 8:45 am]
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–56224; File No. SR–
NYSEArca–2007–76]
August 8, 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 July 27,
2007, NYSE Arca, Inc. (the ‘‘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 August 7, 2007, the
Exchange submitted Amendment No. 1
to the proposal rule change. This order
provides notice of the proposed rule
change 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 proposes to list and
trade shares (‘‘Shares’’) of the
streetTRACKS Gold Trust (‘‘Trust’’) 3
pursuant to NYSE Arca Equities Rule
5.2(j)(5). The text of the proposed rule
change is available at the Exchange, the
Commission’s Public Reference Room,
and https://www.nyse.com.
10 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 streetTRACKS is a registered service mark of
State Street Corporation, an affiliate of State Street
Global Markets, LLC, the marketing agent of the
Trust.
1 15
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Federal Register / Vol. 72, No. 157 / Wednesday, August 15, 2007 / Notices
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item III below. The
Exchange has prepared summaries, set
forth in Sections A, B, and C below, of
the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Pursuant to NYSE Arca Equities Rule
5.2(j)(5), which permits the trading of
Equity Gold Shares 4 either by listing or
pursuant to unlisted trading privileges
(‘‘UTP’’), the Exchange proposes to list
and trade the Shares. The Shares are
currently listed on the New York Stock
Exchange LLC (‘‘NYSE’’),5 and the
Exchange currently trades the Shares
pursuant to UTP.6 The Exchange
represents that the Shares satisfy the
requirements of NYSE Arca Equities
Rule 5.2(j)(5) and thereby qualify for
listing on the Exchange.
The Shares represent units of
fractional undivided beneficial interests
in and ownership of the Trust, the sole
assets of which are gold bullion and,
ebenthall on PROD1PC69 with NOTICES
4 As
defined in NYSE Arca Equities Rule
5.2(j)(5)(A), Equity Gold Shares represent units of
fractional undivided beneficial interests in and
ownership of an Equity Gold Trust. The Exchange
states that, while Equity Gold Shares are not
technically Investment Company Units (‘‘ICUs’’)
and, thus, are not covered by NYSE Arca Equities
Rule 5.2(j)(3), all other rules that reference ICUs
also apply to Equity Gold Shares. In addition, the
provisions set forth in NYSE Arca Equities Rule
8.201(g)–(i), as further discussed herein, apply to
Equity Gold Shares. See NYSE Arca Equities Rule
5.2(j)(5).
5 See Securities Exchange Act Release Nos. 50603
(October 28, 2004), 69 FR 64614 (November 5, 2004)
(SR–NYSE–2004–22) (approving the listing and
trading of the Shares) (‘‘NYSE Order’’) and 49849
(June 10, 2004), 69 FR 33984 (June 17, 2004) (SR–
NYSE–2004–22) (providing notice of NYSE’s
proposal to list and trade the Shares) (‘‘NYSE
Notice,’’ and together with the NYSE Order,
collectively, the ‘‘NYSE Proposal’’).
6 See Securities Exchange Act Release No. 51245
(February 23, 2005), 70 FR 10731 (March 4, 2005)
(SR–PCX–2004–117) (approving the adoption of
NYSE Arca Equities Rule 5.2(j)(5) and the trading
of the Shares pursuant to UTP) (‘‘NYSEArca UTP
Order’’). See also Securities Exchange Act Release
No. 53261 (February 9, 2006), 71 FR 8328 (February
16, 2006) (SR–PCX–2006–02) (expanding the
trading hours of the Shares from 9:30 a.m. to 4:15
p.m. Eastern Time (‘‘ET’’) to 4 a.m. to 8 a.m. ET)
(‘‘NYSEArca Trading Hour Proposal’’).
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from time to time, cash. The value of
each Share, which corresponds to a
fixed amount of gold,7 fluctuates with
the spot price of gold. The investment
objective of the Trust is for the Shares
to reflect the performance of the price of
gold, less the Trust’s expenses. The
Trust is not actively managed and does
not engage in any activities designed to
profit from, or to ameliorate losses
caused by, changes in the price of gold.
The Trust is neither an investment
company registered under the
Investment Company Act of 1940 nor a
commodity pool for purposes of the
Commodity Exchange Act.8 World Gold
Trust Services, LLC, a wholly owned
limited liability company of the World
Gold Council,9 is the sponsor of the
Trust (‘‘Sponsor’’).10 In addition, The
Bank of New York is the trustee of the
Trust (‘‘Trustee’’), HSBC Bank USA,
N.A. is the custodian of the Trust
(‘‘Custodian’’), and State Street Global
Markets LLC is the marketing agent of
the Trust (‘‘Marketing Agent’’).
A detailed discussion of the gold
market (including the London Bullion
Market, over-the-counter gold market,
and gold futures exchanges); gold
market regulation; management,
structure, fees, and expenses of the
Trust; the process for creations and
redemptions of the Shares; and the
liquidity of the Shares, among others,
can be found in the NYSE Proposal,
NYSEArca UTP Order, and the
Registration Statement (as defined
herein).11
7 Initially, each Share corresponded to one-tenth
of a troy ounce of gold. The Exchange states that
over time, the amount of gold associated with each
Share decreases as the Trust incurs and pays
maintenance fees and other expenses.
8 In addition, the Exchange states that the Trust
does not trade in gold futures contracts. The Trust
takes delivery of physical gold that complies with
certain gold delivery rules. Because the Trust does
not trade in gold futures contracts on any futures
exchange, the Trust is not regulated as a commodity
pool and is not operated by a commodity pool
operator.
9 The World Gold Council is a not-for-profit
association registered under laws of Switzerland.
10 The Exchange states that the Shares are not
obligations of, and are not guaranteed by, the
Sponsor or any of its respective subsidiaries or
affiliates.
11 The Sponsor, on behalf of the Trust, filed PostEffective Amendment No. 1 to Form S–3 on May
11, 2007 (Registration No. 333–139016). In
connection with the initial issuance of the Shares,
the Sponsor, on behalf of the Trust, filed PostEffective Amendment No. 3 to Form S–1 on August
23, 2005 (Registration No. 333–105202). Such
filings are collectively referred to herein as the
‘‘Registration Statement.’’ See E-mail from Andrew
Stevens, Assistant General Counsel, NYSE
Euronext, to Edward Cho, Special Counsel, Division
of Market Regulation, Commission, dated August 1,
2007 (confirming the disclosure of additional
information on the Trust and the Shares)
(‘‘NYSEArca Confirmation I’’).
PO 00000
Frm 00129
Fmt 4703
Sfmt 4703
45851
Trust Expenses and Management Fees
Generally, the assets of the Trust (e.g.,
gold bullion) are sold to pay Trust
expenses and management fees. These
expenses and fees will reduce the value
of a Share as gold bullion is sold to pay
such costs. Ordinary operating expenses
of the Trust include: (1) Fees paid to the
Sponsor; (2) fees paid to the Trustee; (3)
fees paid to the Custodian; (4) fees paid
to the Marketing Agent; and (5) various
Trust administration fees, including
printing and mailing costs, legal and
audit fees, registration fees, and listing
fees. The Trust’s estimated ordinary
operating expenses are accrued daily
and reflected in the net asset value
(‘‘NAV’’) of the Trust.
Creation and Redemption of Shares
The Trust will create Shares on a
continuous basis only in aggregations of
100,000 Shares (each such aggregation,
a ‘‘Basket’’). Authorized Participants 12
are the only persons that may place
orders to create and redeem Baskets.
Authorized Participants purchasing
Baskets will be able to separate a Basket
into individual Shares for resale.
Authorized Participants purchasing a
Basket must make an in-kind deposit of
gold (‘‘Gold Deposit’’), together with, if
applicable, a specified cash payment
(‘‘Cash Deposit’’,13 and together with the
Gold Deposit, collectively, the ‘‘Creation
Basket Deposit’’). In the ordinary course
of the Trust’s operations, a Cash Deposit
will not be required for the creation of
Baskets. Similarly, the Trust will
redeem Shares only in Baskets,
principally in exchange for gold and, if
applicable, a cash payment (‘‘Cash
12 An Authorized Participant is (1) A brokerdealer registered under the Act, or (2) is exempt
from being, or otherwise is not required to be,
regulated as a broker-dealer under the Act, and in
either case is qualified to act as a broker or dealer
in the states or other jurisdictions where the nature
of its business so requires. Certain Authorized
Participants will be regulated under federal and
state banking laws and regulations. See NYSE
Order, 69 FR at 64616.
13 The amount of any required Cash Deposit will
be determined as follows: (1) The fees, expenses,
and liabilities of the Trust will be subtracted from
any cash held or received by the Trust as of the date
an Authorized Participant places an order to
purchase one or more Baskets (‘‘Purchase Order’’);
and (2) the remaining amount will be divided by
the number of Baskets outstanding and then
multiplied by the number of Baskets being created
pursuant to the Purchase Order. If the resulting
amount is positive, that amount will be the required
Cash Deposit. If the resulting amount is negative,
the amount of the required Gold Deposit will be
reduced by a number of fine ounces of gold equal
in value to that resulting amount, determined by
reference to the price of gold used in calculating the
NAV of the Trust on the Purchase Order date.
Fractions of an ounce of gold of less than 0.001 of
an ounce included in the Gold Deposit amount will
be disregarded.
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Federal Register / Vol. 72, No. 157 / Wednesday, August 15, 2007 / Notices
Redemption Amount’’ 14 and together
with the gold, collectively, the
‘‘Redemption Distribution’’). The Shares
are only redeemable in Basket
aggregations.
The total amount of gold and any cash
required for the creation or redemption
of each Basket will be in the same
proportion to the total assets of the
Trust (net of accrued and unpaid fees,
expenses, and other liabilities) on the
date the Purchase Order is properly
received, as the number of Shares to be
created in respect of the Creation Basket
Deposit bears to the total number of
Shares outstanding on the date the
Purchase Order is received. The Trust
will impose transaction fees in
connection with creation and
redemption transactions.
Availability of Information on
Underlying Gold Holdings and the
Shares
Quotations and last-sale price
information for the Shares are
disseminated over the Consolidated
Tape.15 Gold price and market
information are also available on public
Web sites and through professional and
subscription services. In most instances,
real-time information is only available
for a fee, and information available free
of charge is subject to delay (typically,
20 minutes).
Investors may obtain on a 24-hour
basis gold pricing information based on
the spot price for a troy ounce of gold
from various financial information
service providers, such as Reuters and
Bloomberg. Reuters and Bloomberg
provide at no charge on their Web sites
delayed information regarding the spot
price of gold and last sale prices of gold
futures, as well as information about
news and developments in the gold
market. Reuters and Bloomberg also
offer a professional service to
ebenthall on PROD1PC69 with NOTICES
14 The
Cash Redemption Amount is equal to the
excess (if any) of all assets of the Trust other than
gold, less all estimated accrued but unpaid fees,
expenses, and other liabilities, divided by the
number of Baskets outstanding, and multiplied by
the number of Baskets included in the Authorized
Participant’s order to redeem one or more Baskets
(‘‘Redemption Order’’). The Trustee will distribute
any positive Cash Redemption Amount through the
Depository Trust Company (‘‘DTC’’) to the account
of the Authorized Participant at DTC. If the Cash
Redemption Amount is negative, the credit to the
Authorized Participant’s unallocated account will
be reduced by the number of fine ounces of gold
equal in value to that resulting amount, determined
by reference to the price of gold used in calculating
the NAV of the Trust on the Redemption Order
date. Fractions of a fine ounce of gold included in
the Redemption Distribution of less than 0.001 of
an ounce will be disregarded. Redemption
Distributions will be subject to the deduction of any
applicable tax or other governmental charges due.
15 See NYSEArca Confirmation I (clarifying the
information to be disseminated over the
Consolidated Tape).
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15:00 Aug 14, 2007
Jkt 211001
subscribers for a fee that provides
information on gold prices directly from
market participants. An organization
named EBS provides an electronic
trading platform to institutions such as
bullion banks and dealers for the trading
of spot gold, as well as a feed of live
streaming prices to Reuters and
Moneyline Telerate subscribers.
Complete real-time data for gold futures
and options prices traded on COMEX, a
division of the New York Mercantile
Exchange, Inc. (‘‘NYMEX’’), is available
by subscription from Reuters and
Bloomberg. NYMEX also provides
delayed futures and options information
on current and past trading sessions and
market news free of charge on its Web
site. There are a variety of other public
Web sites providing information on
gold, ranging from those specializing in
precious metals to sites maintained by
major newspapers. Many of these Web
sites offer price quotations drawn from
other published sources, and as the
information is supplied free of charge,
such quotations are generally subject to
time delays.16 Current gold spot prices
are also generally available with bid/ask
spreads from gold bullion dealers.
In addition, the Trust’s Web site
(https://www.streettracksgoldshares.com)
provides at no charge continuously
updated bids and offers indicative of the
spot price of gold.17 The Exchange
provides a link to the Trust’s Web site
on its Web site at https://www.nyse.com.
The Trust Web site also provides a
calculation of the Indicative Intra-day
Value or ‘‘IIV’’ of a Share, as calculated
by multiplying the indicative spot price
of gold by the quantity of gold backing
each Share. The indicative spot price
and IIV per Share are provided on an
essentially real-time basis.18 The Trust
16 There may be incremental differences in the
gold spot price among the various information
service sources. While the Exchange believes the
differences in the gold spot price may be relevant
to those entities engaging in arbitrage or in the
active daily trading of gold or gold-based products,
the Exchange believes such differences are likely of
less concern to individual investors intending to
hold the Shares as part of a long-term investment
strategy.
17 The Trust Web site’s gold spot price will be
provided by The Bullion Desk (https://
www.thebulliondesk.com). The Bullion Desk is not
affiliated with the Trust, Sponsor, Marketing Agent,
Custodian, or the Exchange. The Exchange has been
informed that the gold spot price is indicative only,
constructed using a variety of sources to compile a
spot price that is intended to represent a theoretical
quote that might be obtained from a market maker
from time to time.
18 The Trust’s Web site, to which the Exchange’s
Web site will link, disseminates an indicative spot
price of gold and the IIV and indicates that these
values are subject to an average delay of five to ten
seconds. The Exchange states that the updated
indicative spot price of gold and IIV per Share are
disseminated during all three of the Exchange’s
trading sessions (Opening, Core Trading, and Late
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Fmt 4703
Sfmt 4703
Web site also provides the NAV of the
Trust, as calculated each business day
by the Sponsor.19
In addition, the Web site for the Trust
contains the following information, on a
per-Share basis: (1) IIV as of the close of
the prior business day; (2) the mid-point
of the bid-ask price in relation to such
IIV (‘‘Bid/Ask Price’’); 20 (3) a
calculation of the premium or discount
of such price against such IIV; and (4)
data in chart format displaying the
frequency distribution of discounts and
premiums of the Bid/Ask Price against
the IIV, within appropriate ranges, for
each of the four previous calendar
quarters. The Web site for the Trust also
provides the Trust’s prospectus, as well
as the two most recent reports to
stockholders. Finally, the Trust Web site
provides the last sale price of the Shares
as traded in the United States, subject to
a 20-minute delay.21
Criteria for Initial and Continued Listing
The Shares are subject to the criteria
for initial and continued listing of ICUs
under NYSE Arca Equities Rules
5.2(j)(3) and 5.5(g)(2).22 As indicated
above, the Shares are currently trading
on the Exchange pursuant to UTP and
satisfy the requirements of NYSE Arca
Equities Rule 5.2(j)(5) for listing on the
Exchange. A minimum of 100,000
Shares would be required to be
outstanding when the Shares are listed.
This minimum number of Shares
required to be outstanding is
comparable to requirements that have
been applied to previously listed series
of exchange-traded funds. The Exchange
believes that the proposed minimum
number of Shares outstanding at the
start of trading is sufficient to provide
market liquidity. The Exchange
represents the Trust is required to
Trading Sessions). See NYSEArca Equities Rule
7.34 (Trading Sessions); see also NYSEArca Trading
Hour Proposal, supra note 6; e-mail from Timothy
J. Malinowski, Director, NYSE Euronext, to Edward
Cho, Special Counsel, Division of Market
Regulation, Commission, dated August 2, 2007
(confirming that the indicative price of gold and the
IIV will be calculated and disseminated during the
Opening, Core Trading, and Late Trading Sessions)
(‘‘NYSEArca Confirmation II’’).
19 The Exchange represents that it would obtain
a representation from the Trust, prior to listing, that
the NAV per Share would be calculated daily and
made available to all market participants at the
same.
20 The Bid-Ask Price is determined using the
highest bid and lowest offer on the Consolidated
Tape as of the time of calculation of the closing IIV.
See NYSEArca Confirmation II.
21 The last sale price of the Shares in the
secondary market is available on a real-time basis
for a fee from major market data vendors. See
NYSEArca Confirmation I.
22 See supra note 4. NYSEArca Equities Rule
5.5(g)(2) provides for the continued listing
standards for ICUs.
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Federal Register / Vol. 72, No. 157 / Wednesday, August 15, 2007 / Notices
comply with Rule 10A–3 under the
Act 23 for the initial and continued
listing of the Shares.
Trading Rules and Halts
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 trading hours for
the Shares on the Exchange are the same
as those set forth in NYSE Arca Equities
Rule 7.34 (Opening, Core Trading, and
Late Trading Sessions, 4 a.m. to 8 p.m.
ET).24
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. The factors
may include (1) The extent to which
trading is not occurring in gold, or (2)
whether other unusual conditions or
circumstances detrimental to the
maintenance of a fair and orderly
market are present. In addition, trading
in the Shares could be halted pursuant
to the Exchange’s ‘‘circuit breaker’’
rule 25 or by the halt or suspension of
trading of the underlying gold.
In addition, NYSE Arca Equities Rule
5.5(g)(2)(b) provides that, if the IIV or
the value of the underlying gold is not
being calculated or widely disseminated
as required, the Exchange may halt
trading during the day in which the
interruption to the calculation or wide
dissemination of the IIV or the value of
the underlying gold occurs. If the
interruption to the calculation or wide
dissemination of the IIV or the value of
the underlying gold persists past the
trading day in which it occurred, the
Exchange would halt trading no later
than the beginning of the trading day
following the interruption.
ebenthall on PROD1PC69 with NOTICES
Surveillance
The Exchange intends to utilize its
existing surveillance procedures
applicable to derivative securities
23 17 CFR 240.10A–3 (providing requirements for
listing standards relating to audit committees).
24 The Exchange states that, while the Shares
would trade on the Exchange until 8 p.m. ET,
liquidity in the over-the-counter market for gold
generally decreases after 1:30 p.m. ET when daily
trading at COMEX and other world gold trading
centers ends. Trading spreads and the resulting
premium or discount on the Shares may widen as
a result of reduced liquidity in the over-the-counter
gold market. The Exchange does not believe that the
Shares would trade at a material discount or
premium to the value of the underlying gold held
by the Trust because of arbitrage opportunities. See
supra note 18.
25 See NYSE Arca Equities Rule 7.12 (Trading
Halts Due to Extraordinary Market Volatility).
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15:00 Aug 14, 2007
Jkt 211001
products to monitor trading in the
Shares. The Exchange represents that
these procedures are adequate to
properly monitor Exchange trading of
the Shares in all trading sessions and to
deter and detect violations of Exchange
rules. The Exchange’s current trading
surveillance focuses on detecting when
securities trade outside their normal
patterns. When such situations are
detected, surveillance analysis follows
and investigations are opened, as
appropriate, to review the behavior of
all relevant parties for all relevant
trading violations.
The Exchange may obtain information
via the Intermarket Surveillance Group
(‘‘ISG’’) from other exchanges who are
members or affiliate members of ISG. In
addition, the Exchange has in place an
Information Sharing Agreement with
NYMEX for the purpose of providing
information in connection with trading
in or related to COMEX gold futures
contracts. Further, the Exchange notes
that the Shares are subject to NYSE Arca
Equities Rules 8.201(g)–(i), which set
forth certain restrictions on ETP
Holders 26 to facilitate surveillance and
the Exchange has a general policy
prohibiting the distribution of material,
non-public information by its
employees.
Information Bulletin
Prior to the commencement of
trading, the Exchange would inform its
ETP Holders in an Information Bulletin
(‘‘Bulletin’’) of the special
characteristics and risks associated with
trading the Shares. Specifically, the
Bulletin would include the following:
(1) A description of the Shares; (2) the
procedures for purchases and
redemptions of Shares (and that Shares
are not individually redeemable); (3) a
discussion of NYSE Arca Equities Rule
9.2(a), 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; (4) how
information regarding the IIV is
disseminated; (5) 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 (6)
trading information.
In addition, the Bulletin would
explain that: (a) The Trust is subject to
various fees and expenses described in
the Registration Statement; (b) the
number of ounces of gold required to be
purchased or to be delivered upon
redemption would gradually decrease
26 An ETP Holder is a registered broker or dealer
that has been issued an Equity Trading Permit (ETP)
by NYSE Arca Equities.
PO 00000
Frm 00131
Fmt 4703
Sfmt 4703
45853
over time because the Shares
comprising would represent a
decreasing amount of gold due to the
sale of the Trust’s gold to pay Trust
expenses; 27 (c) there is no regulated
source of last-sale information regarding
physical gold; (d) the Commission has
no jurisdiction over the trading of gold
as a physical commodity; (e) the
Commodity Futures Trading
Commission has regulatory jurisdiction
over the trading of gold futures contracts
and options on gold futures contracts;
and (f) the NAV for the Shares would be
calculated as of the earlier of the
London PM fix 28 for such day or 12:00
p.m. ET each day that the Exchange is
open for trading. The Bulletin would
also discuss the exemptive, no-action,
and/or interpretive relief granted by the
Commission from Section 11(d)(1) of the
Act 29 and certain rules under the Act.30
2. Statutory Basis
The proposal is consistent with
Section 6(b) of the Act,31 in general, and
Section 6(b)(5) of the Act,32 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, and to remove
impediments to and perfect the
mechanism of a free and open market
and a national market system.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change would impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purpose 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.
27 See
supra note 7.
NYSE Notice, 69 FR at 33986 (providing a
detailed discussion and explanation of the London
PM fix).
29 15 U.S.C. 78k(d)(1).
30 See, e.g., Letter from James A. Brigagliano,
Assistant Director, Division of Market Regulation,
Commission, to Kathleen M. Moriarty, Esq., Carter,
Ledyard & Milburn, dated November 17, 2004;
Letter from Brian A. Bussey, Assistant Chief
Counsel, Division of Market Regulation,
Commission, to Ms. Kathleen M. Moriarty, Esq.,
Carter, Ledyard & Milburn, dated December 12,
2005.
31 15 U.S.C. 78f(b).
32 15 U.S.C. 78f(b)(5).
28 See
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45854
Federal Register / Vol. 72, No. 157 / Wednesday, August 15, 2007 / Notices
consistent with the requirements of the
Act and the rules and regulations
thereunder applicable to a national
securities exchange.33 In particular, the
Commission finds that the proposed
rule change is consistent with Section
6(b)(5) of the Act,34 which requires that
an exchange have rules designed, among
other things, to promote just and
Electronic Comments
equitable principles of trade, to remove
impediments to and perfect the
• Use the Commission’s Internet
mechanism of a free and open market
comment form (https://www.sec.gov/
and a national market system, and, in
rules/sro.shtml); or
general, to protect investors and the
• Send an e-mail to rulepublic interest. The Commission notes
comments@sec.gov. Please include File
Number SR–NYSEArca–2007–76 on the that it previously approved the original
listing and trading of the Shares on
subject line.
NYSE, and the instant proposal is
Paper Comments
substantively identical to the NYSE
• Send paper comments in triplicate
Proposal.35
to Nancy M. Morris, Secretary,
The Commission further believes that
Securities and Exchange Commission,
the proposal is consistent with Section
100 F Street, NE., Washington, DC
11A(a)(1)(C)(iii) of the Act,36 which sets
20549–1090.
forth Congress’ finding that it is in the
public interest and appropriate for the
All submissions should refer to File
protection of investors and the
Number SR–NYSEArca–2007–76. This
maintenance of fair and orderly markets
file number should be included on the
subject line if e-mail is used. To help the to assure the availability to brokers,
dealers, and investors of information
Commission process and review your
with respect to quotations for and
comments more efficiently, please use
only one method. The Commission will transactions in securities. Quotations
post all comments on the Commission’s and last-sale information for the Shares
are disseminated over the Consolidated
Internet Web site (https://www.sec.gov/
Tape. In addition, the Trust’s Web site,
rules/sro.shtml). Copies of the
to which the Exchange provides a link
submission, all subsequent
on its own Web site, disseminates the
amendments, all written statements
updated indicative spot price of gold
with respect to the proposed rule
and the IIV on a per-Share basis at least
change that are filed with the
every 15 seconds during all of the
Commission, and all written
Exchange’s trading sessions. The Web
communications relating to the
site for the Trust also provides the daily
proposed rule change between the
Commission and any person, other than NAV, the Bid-Ask Price, data related to
the premium or discount of the Bid-Ask
those that may be withheld from the
Price against the NAV, the prospectus,
public in accordance with the
and recent reports to holders. Investors
provisions of 5 U.S.C. 552, will be
may obtain on a 24-hour basis gold
available for inspection and copying in
pricing information based on the spot
the Commission’s Public Reference
price for a troy ounce of gold from
Room, 100 F Street, NE., Washington,
various financial information service
DC 20549, on official business days
between the hours of 10 a.m. and 3 p.m. providers, such as Reuters and
Bloomberg. Complete real-time data for
Copies of such filing also will be
gold futures and options prices traded
available for inspection and copying at
on COMEX is available by subscription,
the principal offices of the Exchange.
and NYMEX also provides delayed
All comments received will be posted
futures and options information on
without change; the Commission does
current and past trading sessions and
not edit personal identifying
market news free of charge on its Web
information from submissions. You
site. There are a variety of other public
should submit only information that
you wish to make available publicly. All Web sites providing information on
gold, ranging from those specializing in
submissions should refer to File
precious metals to sites maintained by
Number SR–NYSEArca–2007–76 and
major newspapers. Current gold spot
should be submitted on or before
September 5, 2007.
ebenthall on PROD1PC69 with NOTICES
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 Act.
Comments may be submitted by any of
the following methods:
IV. Commission’s Findings and Order
Granting Accelerated Approval of the
Proposed Rule Change
After careful review, the Commission
finds that the proposed rule change is
VerDate Aug<31>2005
15:00 Aug 14, 2007
Jkt 211001
33 In approving this proposed 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).
34 15 U.S.C. 78f(b)(5).
35 See supra note 5.
36 15 U.S.C. 78k–1(a)(1)(C)(iii).
PO 00000
Frm 00132
Fmt 4703
Sfmt 4703
prices are also generally available with
bid/ask spreads from gold bullion
dealers.
Furthermore, the Commission
believes that the proposal to list and
trade the Shares is reasonably designed
to promote fair disclosure of
information that may be necessary to
price the Shares appropriately. The
Commission notes that the Exchange
will obtain a representation from the
Trust, prior to listing, that the NAV per
Share would be calculated daily and
made available to all market
participants at the same time.37 In
addition, NYSE Arca Equities Rule
8.201(g) prohibits an ETP Holder acting
as a registered Market Maker (as defined
in NYSE Arca Equities Rule 1.1(u)) in
the Shares from being affiliated with a
Market Maker in physical gold, gold
futures, options on gold futures, or any
other gold derivatives, unless adequate
information barriers are in place, as
provided in NYSE Arca Equities Rule
7.26 (Limitations on Dealings). Finally,
NYSE Arca Equities Rule 8.201(i)
prohibits an 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
physical gold, gold futures contracts,
options on gold futures, or any other
gold derivatives (including the Shares).
The Commission also believes that the
Exchange’s trading halt rules are
reasonably designed to prevent trading
in the Shares when transparency is
impaired. NYSE Arca Equities Rule
5.5(g)(2)(b) provides that, when the
Exchange is the listing market, if the IIV
or the value of the underlying gold 38 is
not being disseminated as required, the
Exchange may halt trading during the
day in which the interruption to the
dissemination of the IIV or the value of
the underlying gold occurs. If the
interruption to the dissemination of the
IIV or the value of the underlying gold
persists past the trading day in which it
occurred, the Exchange will halt
trading. NYSE Arca Equities Rule
5.5(g)(2)(a) also provides that the
Exchange may seek to delist the Shares
37 See
supra note 19.
Exchange represents that, for purposes of
complying with the continued listing standards
under NYSE Arca Equities Rule 5.5(g)(2), which
apply to the Shares, the Exchange deems the value
of the underlying gold to be analogous to the value
of the index or portfolio, as such value is referenced
in NYSE Arca Equities Rule 5.5(g)(2). See
NYSEArca Confirmation II (confirming the analogy
between the value of the underlying gold and the
value of the index, as referenced in NYSE Arca
Equities Rule 5.5(g)(2), for purposes of the instant
proposal).
38 The
E:\FR\FM\15AUN1.SGM
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Federal Register / Vol. 72, No. 157 / Wednesday, August 15, 2007 / Notices
in the event the value of the underlying
gold is no longer calculated or available
as required.
The Commission further believes that
the trading rules and procedures to
which the Shares will be subject
pursuant to this proposal are consistent
with the Act. The Exchange has
represented that any securities listed
pursuant to this proposal will be
deemed equity securities, and subject to
existing Exchange rules governing the
trading of equity securities.
In support of this proposal, the
Exchange has made the following
representations:
(1) The Exchange’s surveillance
procedures are adequate to address any
concerns associated with the trading of
the Shares.
(2) The Exchange would inform its
members in an Information Bulletin of
the special characteristics and risks
associated with trading the Shares,
including suitability recommendation
requirements.
(3) The Exchange would require its
members to deliver a prospectus to
investors purchasing Shares prior to or
concurrently with confirmation of a
transaction in such Shares and will note
this prospectus delivery requirement in
the Information Bulletin.
This approval order is based on the
Exchange’s 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 above, the Commission
previously approved the original listing
and trading of the Shares on NYSE and
the trading of the Shares pursuant to
UTP on the Exchange.39 The
Commission presently is not aware of
any regulatory issue that should cause it
to revisit those findings or would
preclude the listing and trading of the
Shares on the Exchange. Accelerating
approval of this proposed rule change
would allow the Shares to be listed on
the Exchange without undue delay and
continuously traded without
interruption, to the benefit of investors.
ebenthall on PROD1PC69 with NOTICES
V. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,40 that the
proposed rule change (SR–NYSEArca–
2007–76), as modified by Amendment
No. 1 thereto, be, and it hereby is,
approved on an accelerated basis.
39 See
supra notes 5 and 6.
U.S.C. 78s(b)(2).
41 17 CFR 200.30–3(a)(12).
40 15
VerDate Aug<31>2005
15:00 Aug 14, 2007
Jkt 211001
45855
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.41
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7–15937 Filed 8–14–07; 8:45 am]
Fee, as the $500.00 monthly fee will
encompass the $25.00 Trading Floor
Personnel Registration Fee. The text of
the proposed rule change is available at
https://www.phlx.com, the Phlx, and the
Commission’s Public Reference Room.
BILLING CODE 8010–01–P
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–56221; File No. SR–Phlx–
2007–48]
Self-Regulatory Organizations;
Philadelphia Stock Exchange, Inc.;
Notice of Filing and Immediate
Effectiveness of Proposed Rule
Change and Amendment No. 1 Thereto
To Adopt a Monthly Fee for Stock
Execution Clerks That Handle StandAlone Equity Orders
August 8, 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 June 28,
2007, the Philadelphia Stock Exchange,
Inc. (‘‘Phlx’’ 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
Phlx. On August 7, 2007, Phlx amended
the proposed rule change.3 The
Exchange filed the proposal pursuant to
Section 19(b)(3)(A)(ii) of the Act 4 and
Rule 19b–4(f)(2) 5 thereunder, as
establishing or changing a due, fee, or
other charge applicable to a member,
which renders the proposed rule change
effective upon filing with the
Commission.6 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
Phlx proposes to adopt a monthly fee
of $500.00 for stock execution clerks
that handle stand-alone equity orders,
such as to hedge traders’ options
positions. Those stock execution clerks
who are assessed the $500.00 monthly
fee will no longer pay the $25.00
Trading Floor Personnel Registration
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Amendment No. 1.
4 15 U.S.C. 78s(b)(3)(A)(ii).
5 17 CFR 240.19b–4(f)(2).
6 For purposes of calculating the 60-day
abrogation period, the Commission considers the
period to have commenced on August 7, 2007, the
date the Exchange filed Amendment No. 1.
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
A stock execution clerk is currently
defined in Exchange Rule 1090 as any
clerk other than a specialist clerk on the
Exchange trading floor who functions as
an intermediary in a transaction (i)
Consummated on the Exchange; (ii)
entered verbally for execution other
than on the Exchange; or (iii) entered
into a third party system designed to
execute transactions other than on the
Exchange.7 All stock execution clerks
must register as such with the
Exchange.8
Generally, ‘‘stock execution’’ refers to
the service used by options traders to
hedge their options trades with the
underlying stock. Although stock
execution today is often done
electronically, stock execution clerks
provide a service to Exchange members
on the options floor by accepting orders
for the purchase and sale of securities
underlying options transactions. Once
such orders are accepted, the stock
execution clerk forwards such orders to
the appropriate marketplace for
execution. The transactions executed
are typically hedging transactions in
underlying stocks for Exchange
specialists and Registered Options
Traders. The transaction may be
contingent on an options transaction 9 or
2 17
PO 00000
Frm 00133
Fmt 4703
Sfmt 4703
7 See
Exchange Rule 1090, Commentary .01(a).
Exchange Rule 620(b).
9 A contingency order is a limit or market order
to buy or sell that is contingent upon a condition
being satisfied while the order is at the post. For
certain options contingency orders, the contingency
8 See
E:\FR\FM\15AUN1.SGM
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15AUN1
]]>Agencies
[Federal Register Volume 72, Number 157 (Wednesday, August 15, 2007)]
[Notices]
[Pages 45850-45855]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-15937]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-56224; File No. SR-NYSEArca-2007-76]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Order Granting Accelerated Approval of Proposed Rule Change, as
Modified by Amendment No. 1 Thereto, To List and Trade Shares of the
streetTRACKS[supreg] Gold Trust
August 8, 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 July 27, 2007, NYSE Arca, Inc. (the ``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 August 7, 2007, the Exchange submitted Amendment No. 1 to the
proposal rule change. This order provides notice of the proposed rule
change 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 proposes to list and trade shares (``Shares'') of the
streetTRACKS[supreg] Gold Trust (``Trust'') \3\ pursuant to NYSE Arca
Equities Rule 5.2(j)(5). The text of the proposed rule change is
available at the Exchange, the Commission's Public Reference Room, and
https://www.nyse.com.
---------------------------------------------------------------------------
\3\ streetTRACKS[supreg] is a registered service mark of State
Street Corporation, an affiliate of State Street Global Markets,
LLC, the marketing agent of the Trust.
---------------------------------------------------------------------------
[[Page 45851]]
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item III below. The Exchange has prepared summaries, set forth in
Sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
Pursuant to NYSE Arca Equities Rule 5.2(j)(5), which permits the
trading of Equity Gold Shares \4\ either by listing or pursuant to
unlisted trading privileges (``UTP''), the Exchange proposes to list
and trade the Shares. The Shares are currently listed on the New York
Stock Exchange LLC (``NYSE''),\5\ and the Exchange currently trades the
Shares pursuant to UTP.\6\ The Exchange represents that the Shares
satisfy the requirements of NYSE Arca Equities Rule 5.2(j)(5) and
thereby qualify for listing on the Exchange.
---------------------------------------------------------------------------
\4\ As defined in NYSE Arca Equities Rule 5.2(j)(5)(A), Equity
Gold Shares represent units of fractional undivided beneficial
interests in and ownership of an Equity Gold Trust. The Exchange
states that, while Equity Gold Shares are not technically Investment
Company Units (``ICUs'') and, thus, are not covered by NYSE Arca
Equities Rule 5.2(j)(3), all other rules that reference ICUs also
apply to Equity Gold Shares. In addition, the provisions set forth
in NYSE Arca Equities Rule 8.201(g)-(i), as further discussed
herein, apply to Equity Gold Shares. See NYSE Arca Equities Rule
5.2(j)(5).
\5\ See Securities Exchange Act Release Nos. 50603 (October 28,
2004), 69 FR 64614 (November 5, 2004) (SR-NYSE-2004-22) (approving
the listing and trading of the Shares) (``NYSE Order'') and 49849
(June 10, 2004), 69 FR 33984 (June 17, 2004) (SR-NYSE-2004-22)
(providing notice of NYSE's proposal to list and trade the Shares)
(``NYSE Notice,'' and together with the NYSE Order, collectively,
the ``NYSE Proposal'').
\6\ See Securities Exchange Act Release No. 51245 (February 23,
2005), 70 FR 10731 (March 4, 2005) (SR-PCX-2004-117) (approving the
adoption of NYSE Arca Equities Rule 5.2(j)(5) and the trading of the
Shares pursuant to UTP) (``NYSEArca UTP Order''). See also
Securities Exchange Act Release No. 53261 (February 9, 2006), 71 FR
8328 (February 16, 2006) (SR-PCX-2006-02) (expanding the trading
hours of the Shares from 9:30 a.m. to 4:15 p.m. Eastern Time
(``ET'') to 4 a.m. to 8 a.m. ET) (``NYSEArca Trading Hour
Proposal'').
---------------------------------------------------------------------------
The Shares represent units of fractional undivided beneficial
interests in and ownership of the Trust, the sole assets of which are
gold bullion and, from time to time, cash. The value of each Share,
which corresponds to a fixed amount of gold,\7\ fluctuates with the
spot price of gold. The investment objective of the Trust is for the
Shares to reflect the performance of the price of gold, less the
Trust's expenses. The Trust is not actively managed and does not engage
in any activities designed to profit from, or to ameliorate losses
caused by, changes in the price of gold. The Trust is neither an
investment company registered under the Investment Company Act of 1940
nor a commodity pool for purposes of the Commodity Exchange Act.\8\
World Gold Trust Services, LLC, a wholly owned limited liability
company of the World Gold Council,\9\ is the sponsor of the Trust
(``Sponsor'').\10\ In addition, The Bank of New York is the trustee of
the Trust (``Trustee''), HSBC Bank USA, N.A. is the custodian of the
Trust (``Custodian''), and State Street Global Markets LLC is the
marketing agent of the Trust (``Marketing Agent'').
---------------------------------------------------------------------------
\7\ Initially, each Share corresponded to one-tenth of a troy
ounce of gold. The Exchange states that over time, the amount of
gold associated with each Share decreases as the Trust incurs and
pays maintenance fees and other expenses.
\8\ In addition, the Exchange states that the Trust does not
trade in gold futures contracts. The Trust takes delivery of
physical gold that complies with certain gold delivery rules.
Because the Trust does not trade in gold futures contracts on any
futures exchange, the Trust is not regulated as a commodity pool and
is not operated by a commodity pool operator.
\9\ The World Gold Council is a not-for-profit association
registered under laws of Switzerland.
\10\ The Exchange states that the Shares are not obligations of,
and are not guaranteed by, the Sponsor or any of its respective
subsidiaries or affiliates.
---------------------------------------------------------------------------
A detailed discussion of the gold market (including the London
Bullion Market, over-the-counter gold market, and gold futures
exchanges); gold market regulation; management, structure, fees, and
expenses of the Trust; the process for creations and redemptions of the
Shares; and the liquidity of the Shares, among others, can be found in
the NYSE Proposal, NYSEArca UTP Order, and the Registration Statement
(as defined herein).\11\
---------------------------------------------------------------------------
\11\ The Sponsor, on behalf of the Trust, filed Post-Effective
Amendment No. 1 to Form S-3 on May 11, 2007 (Registration No. 333-
139016). In connection with the initial issuance of the Shares, the
Sponsor, on behalf of the Trust, filed Post-Effective Amendment No.
3 to Form S-1 on August 23, 2005 (Registration No. 333-105202). Such
filings are collectively referred to herein as the ``Registration
Statement.'' See E-mail from Andrew Stevens, Assistant General
Counsel, NYSE Euronext, to Edward Cho, Special Counsel, Division of
Market Regulation, Commission, dated August 1, 2007 (confirming the
disclosure of additional information on the Trust and the Shares)
(``NYSEArca Confirmation I'').
---------------------------------------------------------------------------
Trust Expenses and Management Fees
Generally, the assets of the Trust (e.g., gold bullion) are sold to
pay Trust expenses and management fees. These expenses and fees will
reduce the value of a Share as gold bullion is sold to pay such costs.
Ordinary operating expenses of the Trust include: (1) Fees paid to the
Sponsor; (2) fees paid to the Trustee; (3) fees paid to the Custodian;
(4) fees paid to the Marketing Agent; and (5) various Trust
administration fees, including printing and mailing costs, legal and
audit fees, registration fees, and listing fees. The Trust's estimated
ordinary operating expenses are accrued daily and reflected in the net
asset value (``NAV'') of the Trust.
Creation and Redemption of Shares
The Trust will create Shares on a continuous basis only in
aggregations of 100,000 Shares (each such aggregation, a ``Basket'').
Authorized Participants \12\ are the only persons that may place orders
to create and redeem Baskets. Authorized Participants purchasing
Baskets will be able to separate a Basket into individual Shares for
resale.
---------------------------------------------------------------------------
\12\ An Authorized Participant is (1) A broker-dealer registered
under the Act, or (2) is exempt from being, or otherwise is not
required to be, regulated as a broker-dealer under the Act, and in
either case is qualified to act as a broker or dealer in the states
or other jurisdictions where the nature of its business so requires.
Certain Authorized Participants will be regulated under federal and
state banking laws and regulations. See NYSE Order, 69 FR at 64616.
---------------------------------------------------------------------------
Authorized Participants purchasing a Basket must make an in-kind
deposit of gold (``Gold Deposit''), together with, if applicable, a
specified cash payment (``Cash Deposit'',\13\ and together with the
Gold Deposit, collectively, the ``Creation Basket Deposit''). In the
ordinary course of the Trust's operations, a Cash Deposit will not be
required for the creation of Baskets. Similarly, the Trust will redeem
Shares only in Baskets, principally in exchange for gold and, if
applicable, a cash payment (``Cash
[[Page 45852]]
Redemption Amount'' \14\ and together with the gold, collectively, the
``Redemption Distribution''). The Shares are only redeemable in Basket
aggregations.
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\13\ The amount of any required Cash Deposit will be determined
as follows: (1) The fees, expenses, and liabilities of the Trust
will be subtracted from any cash held or received by the Trust as of
the date an Authorized Participant places an order to purchase one
or more Baskets (``Purchase Order''); and (2) the remaining amount
will be divided by the number of Baskets outstanding and then
multiplied by the number of Baskets being created pursuant to the
Purchase Order. If the resulting amount is positive, that amount
will be the required Cash Deposit. If the resulting amount is
negative, the amount of the required Gold Deposit will be reduced by
a number of fine ounces of gold equal in value to that resulting
amount, determined by reference to the price of gold used in
calculating the NAV of the Trust on the Purchase Order date.
Fractions of an ounce of gold of less than 0.001 of an ounce
included in the Gold Deposit amount will be disregarded.
\14\ The Cash Redemption Amount is equal to the excess (if any)
of all assets of the Trust other than gold, less all estimated
accrued but unpaid fees, expenses, and other liabilities, divided by
the number of Baskets outstanding, and multiplied by the number of
Baskets included in the Authorized Participant's order to redeem one
or more Baskets (``Redemption Order''). The Trustee will distribute
any positive Cash Redemption Amount through the Depository Trust
Company (``DTC'') to the account of the Authorized Participant at
DTC. If the Cash Redemption Amount is negative, the credit to the
Authorized Participant's unallocated account will be reduced by the
number of fine ounces of gold equal in value to that resulting
amount, determined by reference to the price of gold used in
calculating the NAV of the Trust on the Redemption Order date.
Fractions of a fine ounce of gold included in the Redemption
Distribution of less than 0.001 of an ounce will be disregarded.
Redemption Distributions will be subject to the deduction of any
applicable tax or other governmental charges due.
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The total amount of gold and any cash required for the creation or
redemption of each Basket will be in the same proportion to the total
assets of the Trust (net of accrued and unpaid fees, expenses, and
other liabilities) on the date the Purchase Order is properly received,
as the number of Shares to be created in respect of the Creation Basket
Deposit bears to the total number of Shares outstanding on the date the
Purchase Order is received. The Trust will impose transaction fees in
connection with creation and redemption transactions.
Availability of Information on Underlying Gold Holdings and the Shares
Quotations and last-sale price information for the Shares are
disseminated over the Consolidated Tape.\15\ Gold price and market
information are also available on public Web sites and through
professional and subscription services. In most instances, real-time
information is only available for a fee, and information available free
of charge is subject to delay (typically, 20 minutes).
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\15\ See NYSEArca Confirmation I (clarifying the information to
be disseminated over the Consolidated Tape).
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Investors may obtain on a 24-hour basis gold pricing information
based on the spot price for a troy ounce of gold from various financial
information service providers, such as Reuters and Bloomberg. Reuters
and Bloomberg provide at no charge on their Web sites delayed
information regarding the spot price of gold and last sale prices of
gold futures, as well as information about news and developments in the
gold market. Reuters and Bloomberg also offer a professional service to
subscribers for a fee that provides information on gold prices directly
from market participants. An organization named EBS provides an
electronic trading platform to institutions such as bullion banks and
dealers for the trading of spot gold, as well as a feed of live
streaming prices to Reuters and Moneyline Telerate subscribers.
Complete real-time data for gold futures and options prices traded on
COMEX, a division of the New York Mercantile Exchange, Inc.
(``NYMEX''), is available by subscription from Reuters and Bloomberg.
NYMEX also provides delayed futures and options information on current
and past trading sessions and market news free of charge on its Web
site. There are a variety of other public Web sites providing
information on gold, ranging from those specializing in precious metals
to sites maintained by major newspapers. Many of these Web sites offer
price quotations drawn from other published sources, and as the
information is supplied free of charge, such quotations are generally
subject to time delays.\16\ Current gold spot prices are also generally
available with bid/ask spreads from gold bullion dealers.
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\16\ There may be incremental differences in the gold spot price
among the various information service sources. While the Exchange
believes the differences in the gold spot price may be relevant to
those entities engaging in arbitrage or in the active daily trading
of gold or gold-based products, the Exchange believes such
differences are likely of less concern to individual investors
intending to hold the Shares as part of a long-term investment
strategy.
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In addition, the Trust's Web site (https://
www.streettracksgoldshares.com) provides at no charge continuously
updated bids and offers indicative of the spot price of gold.\17\ The
Exchange provides a link to the Trust's Web site on its Web site at
https://www.nyse.com. The Trust Web site also provides a calculation of
the Indicative Intra-day Value or ``IIV'' of a Share, as calculated by
multiplying the indicative spot price of gold by the quantity of gold
backing each Share. The indicative spot price and IIV per Share are
provided on an essentially real-time basis.\18\ The Trust Web site also
provides the NAV of the Trust, as calculated each business day by the
Sponsor.\19\
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\17\ The Trust Web site's gold spot price will be provided by
The Bullion Desk (https://www.thebulliondesk.com). The Bullion Desk
is not affiliated with the Trust, Sponsor, Marketing Agent,
Custodian, or the Exchange. The Exchange has been informed that the
gold spot price is indicative only, constructed using a variety of
sources to compile a spot price that is intended to represent a
theoretical quote that might be obtained from a market maker from
time to time.
\18\ The Trust's Web site, to which the Exchange's Web site will
link, disseminates an indicative spot price of gold and the IIV and
indicates that these values are subject to an average delay of five
to ten seconds. The Exchange states that the updated indicative spot
price of gold and IIV per Share are disseminated during all three of
the Exchange's trading sessions (Opening, Core Trading, and Late
Trading Sessions). See NYSEArca Equities Rule 7.34 (Trading
Sessions); see also NYSEArca Trading Hour Proposal, supra note 6; e-
mail from Timothy J. Malinowski, Director, NYSE Euronext, to Edward
Cho, Special Counsel, Division of Market Regulation, Commission,
dated August 2, 2007 (confirming that the indicative price of gold
and the IIV will be calculated and disseminated during the Opening,
Core Trading, and Late Trading Sessions) (``NYSEArca Confirmation
II'').
\19\ The Exchange represents that it would obtain a
representation from the Trust, prior to listing, that the NAV per
Share would be calculated daily and made available to all market
participants at the same.
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In addition, the Web site for the Trust contains the following
information, on a per-Share basis: (1) IIV as of the close of the prior
business day; (2) the mid-point of the bid-ask price in relation to
such IIV (``Bid/Ask Price''); \20\ (3) a calculation of the premium or
discount of such price against such IIV; and (4) data in chart format
displaying the frequency distribution of discounts and premiums of the
Bid/Ask Price against the IIV, within appropriate ranges, for each of
the four previous calendar quarters. The Web site for the Trust also
provides the Trust's prospectus, as well as the two most recent reports
to stockholders. Finally, the Trust Web site provides the last sale
price of the Shares as traded in the United States, subject to a 20-
minute delay.\21\
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\20\ The Bid-Ask Price is determined using the highest bid and
lowest offer on the Consolidated Tape as of the time of calculation
of the closing IIV. See NYSEArca Confirmation II.
\21\ The last sale price of the Shares in the secondary market
is available on a real-time basis for a fee from major market data
vendors. See NYSEArca Confirmation I.
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Criteria for Initial and Continued Listing
The Shares are subject to the criteria for initial and continued
listing of ICUs under NYSE Arca Equities Rules 5.2(j)(3) and
5.5(g)(2).\22\ As indicated above, the Shares are currently trading on
the Exchange pursuant to UTP and satisfy the requirements of NYSE Arca
Equities Rule 5.2(j)(5) for listing on the Exchange. A minimum of
100,000 Shares would be required to be outstanding when the Shares are
listed. This minimum number of Shares required to be outstanding is
comparable to requirements that have been applied to previously listed
series of exchange-traded funds. The Exchange believes that the
proposed minimum number of Shares outstanding at the start of trading
is sufficient to provide market liquidity. The Exchange represents the
Trust is required to
[[Page 45853]]
comply with Rule 10A-3 under the Act \23\ for the initial and continued
listing of the Shares.
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\22\ See supra note 4. NYSEArca Equities Rule 5.5(g)(2) provides
for the continued listing standards for ICUs.
\23\ 17 CFR 240.10A-3 (providing requirements for listing
standards relating to audit committees).
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Trading Rules and Halts
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 trading hours for
the Shares on the Exchange are the same as those set forth in NYSE Arca
Equities Rule 7.34 (Opening, Core Trading, and Late Trading Sessions, 4
a.m. to 8 p.m. ET).\24\
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\24\ The Exchange states that, while the Shares would trade on
the Exchange until 8 p.m. ET, liquidity in the over-the-counter
market for gold generally decreases after 1:30 p.m. ET when daily
trading at COMEX and other world gold trading centers ends. Trading
spreads and the resulting premium or discount on the Shares may
widen as a result of reduced liquidity in the over-the-counter gold
market. The Exchange does not believe that the Shares would trade at
a material discount or premium to the value of the underlying gold
held by the Trust because of arbitrage opportunities. See supra note
18.
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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. The factors may include (1) The
extent to which trading is not occurring in gold, or (2) whether other
unusual conditions or circumstances detrimental to the maintenance of a
fair and orderly market are present. In addition, trading in the Shares
could be halted pursuant to the Exchange's ``circuit breaker'' rule
\25\ or by the halt or suspension of trading of the underlying gold.
---------------------------------------------------------------------------
\25\ See NYSE Arca Equities Rule 7.12 (Trading Halts Due to
Extraordinary Market Volatility).
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In addition, NYSE Arca Equities Rule 5.5(g)(2)(b) provides that, if
the IIV or the value of the underlying gold is not being calculated or
widely disseminated as required, the Exchange may halt trading during
the day in which the interruption to the calculation or wide
dissemination of the IIV or the value of the underlying gold occurs. If
the interruption to the calculation or wide dissemination of the IIV or
the value of the underlying gold persists past the trading day in which
it occurred, the Exchange would halt trading no later than the
beginning of the trading day following the interruption.
Surveillance
The Exchange intends to utilize its existing surveillance
procedures applicable to derivative securities products to monitor
trading in the Shares. The Exchange represents that these procedures
are adequate to properly monitor Exchange trading of the Shares in all
trading sessions and to deter and detect violations of Exchange rules.
The Exchange's current trading surveillance focuses on detecting when
securities trade outside their normal patterns. When such situations
are detected, surveillance analysis follows and investigations are
opened, as appropriate, to review the behavior of all relevant parties
for all relevant trading violations.
The Exchange may obtain information via the Intermarket
Surveillance Group (``ISG'') from other exchanges who are members or
affiliate members of ISG. In addition, the Exchange has in place an
Information Sharing Agreement with NYMEX for the purpose of providing
information in connection with trading in or related to COMEX gold
futures contracts. Further, the Exchange notes that the Shares are
subject to NYSE Arca Equities Rules 8.201(g)-(i), which set forth
certain restrictions on ETP Holders \26\ to facilitate surveillance and
the Exchange has a general policy prohibiting the distribution of
material, non-public information by its employees.
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\26\ An ETP Holder is a registered broker or dealer that has
been issued an Equity Trading Permit (ETP) by NYSE Arca Equities.
---------------------------------------------------------------------------
Information Bulletin
Prior to the commencement of trading, the Exchange would inform its
ETP Holders in an Information Bulletin (``Bulletin'') of the special
characteristics and risks associated with trading the Shares.
Specifically, the Bulletin would include the following: (1) A
description of the Shares; (2) the procedures for purchases and
redemptions of Shares (and that Shares are not individually
redeemable); (3) a discussion of NYSE Arca Equities Rule 9.2(a), 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;
(4) how information regarding the IIV is disseminated; (5) 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 (6) trading information.
In addition, the Bulletin would explain that: (a) The Trust is
subject to various fees and expenses described in the Registration
Statement; (b) the number of ounces of gold required to be purchased or
to be delivered upon redemption would gradually decrease over time
because the Shares comprising would represent a decreasing amount of
gold due to the sale of the Trust's gold to pay Trust expenses; \27\
(c) there is no regulated source of last-sale information regarding
physical gold; (d) the Commission has no jurisdiction over the trading
of gold as a physical commodity; (e) the Commodity Futures Trading
Commission has regulatory jurisdiction over the trading of gold futures
contracts and options on gold futures contracts; and (f) the NAV for
the Shares would be calculated as of the earlier of the London PM fix
\28\ for such day or 12:00 p.m. ET each day that the Exchange is open
for trading. The Bulletin would also discuss the exemptive, no-action,
and/or interpretive relief granted by the Commission from Section
11(d)(1) of the Act \29\ and certain rules under the Act.\30\
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\27\ See supra note 7.
\28\ See NYSE Notice, 69 FR at 33986 (providing a detailed
discussion and explanation of the London PM fix).
\29\ 15 U.S.C. 78k(d)(1).
\30\ See, e.g., Letter from James A. Brigagliano, Assistant
Director, Division of Market Regulation, Commission, to Kathleen M.
Moriarty, Esq., Carter, Ledyard & Milburn, dated November 17, 2004;
Letter from Brian A. Bussey, Assistant Chief Counsel, Division of
Market Regulation, Commission, to Ms. Kathleen M. Moriarty, Esq.,
Carter, Ledyard & Milburn, dated December 12, 2005.
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2. Statutory Basis
The proposal is consistent with Section 6(b) of the Act,\31\ in
general, and Section 6(b)(5) of the Act,\32\ 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, and to remove impediments to and perfect
the mechanism of a free and open market and a national market system.
---------------------------------------------------------------------------
\31\ 15 U.S.C. 78f(b).
\32\ 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 would
impose any burden on competition that is not necessary or appropriate
in furtherance of the purpose 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.
[[Page 45854]]
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 Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (https://
www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-NYSEArca-2007-76 on the subject line.
Paper Comments
Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSEArca-2007-76. This
file number should be included on the subject line if e-mail is used.
To help the Commission process and review your comments more
efficiently, please use only one method. The Commission will post all
comments on the Commission's Internet Web site (https://www.sec.gov/
rules/sro.shtml). Copies of the submission, all subsequent amendments,
all written statements with respect to the proposed rule change that
are filed with the Commission, and all written communications relating
to the proposed rule change between the Commission and any person,
other than those that may be withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will be available for inspection
and copying in the Commission's Public Reference Room, 100 F Street,
NE., Washington, DC 20549, on official business days between the hours
of 10 a.m. and 3 p.m. 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-2007-76 and should
be submitted on or before September 5, 2007.
IV. Commission's Findings and Order Granting Accelerated Approval of
the Proposed Rule Change
After careful review, 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.\33\ In particular, the Commission finds that the proposed
rule change is consistent with Section 6(b)(5) of the Act,\34\ 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. The Commission notes that it previously approved the original
listing and trading of the Shares on NYSE, and the instant proposal is
substantively identical to the NYSE Proposal.\35\
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\33\ In approving this proposed 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).
\34\ 15 U.S.C. 78f(b)(5).
\35\ See supra note 5.
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The Commission further believes that the proposal is consistent
with Section 11A(a)(1)(C)(iii) of the Act,\36\ 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. Quotations and last-sale information for the Shares are
disseminated over the Consolidated Tape. In addition, the Trust's Web
site, to which the Exchange provides a link on its own Web site,
disseminates the updated indicative spot price of gold and the IIV on a
per-Share basis at least every 15 seconds during all of the Exchange's
trading sessions. The Web site for the Trust also provides the daily
NAV, the Bid-Ask Price, data related to the premium or discount of the
Bid-Ask Price against the NAV, the prospectus, and recent reports to
holders. Investors may obtain on a 24-hour basis gold pricing
information based on the spot price for a troy ounce of gold from
various financial information service providers, such as Reuters and
Bloomberg. Complete real-time data for gold futures and options prices
traded on COMEX is available by subscription, and NYMEX also provides
delayed futures and options information on current and past trading
sessions and market news free of charge on its Web site. There are a
variety of other public Web sites providing information on gold,
ranging from those specializing in precious metals to sites maintained
by major newspapers. Current gold spot prices are also generally
available with bid/ask spreads from gold bullion dealers.
---------------------------------------------------------------------------
\36\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
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Furthermore, the Commission believes that the proposal to list and
trade the Shares is reasonably designed to promote fair disclosure of
information that may be necessary to price the Shares appropriately.
The Commission notes that the Exchange will obtain a representation
from the Trust, prior to listing, that the NAV per Share would be
calculated daily and made available to all market participants at the
same time.\37\ In addition, NYSE Arca Equities Rule 8.201(g) prohibits
an ETP Holder acting as a registered Market Maker (as defined in NYSE
Arca Equities Rule 1.1(u)) in the Shares from being affiliated with a
Market Maker in physical gold, gold futures, options on gold futures,
or any other gold derivatives, unless adequate information barriers are
in place, as provided in NYSE Arca Equities Rule 7.26 (Limitations on
Dealings). Finally, NYSE Arca Equities Rule 8.201(i) prohibits an 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 physical gold, gold futures contracts, options on
gold futures, or any other gold derivatives (including the Shares).
---------------------------------------------------------------------------
\37\ See supra note 19.
---------------------------------------------------------------------------
The Commission also believes that the Exchange's trading halt rules
are reasonably designed to prevent trading in the Shares when
transparency is impaired. NYSE Arca Equities Rule 5.5(g)(2)(b) provides
that, when the Exchange is the listing market, if the IIV or the value
of the underlying gold \38\ is not being disseminated as required, the
Exchange may halt trading during the day in which the interruption to
the dissemination of the IIV or the value of the underlying gold
occurs. If the interruption to the dissemination of the IIV or the
value of the underlying gold persists past the trading day in which it
occurred, the Exchange will halt trading. NYSE Arca Equities Rule
5.5(g)(2)(a) also provides that the Exchange may seek to delist the
Shares
[[Page 45855]]
in the event the value of the underlying gold is no longer calculated
or available as required.
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\38\ The Exchange represents that, for purposes of complying
with the continued listing standards under NYSE Arca Equities Rule
5.5(g)(2), which apply to the Shares, the Exchange deems the value
of the underlying gold to be analogous to the value of the index or
portfolio, as such value is referenced in NYSE Arca Equities Rule
5.5(g)(2). See NYSEArca Confirmation II (confirming the analogy
between the value of the underlying gold and the value of the index,
as referenced in NYSE Arca Equities Rule 5.5(g)(2), for purposes of
the instant proposal).
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The Commission further believes that the trading rules and
procedures to which the Shares will be subject pursuant to this
proposal are consistent with the Act. The Exchange has represented that
any securities listed pursuant to this proposal will be deemed equity
securities, and subject to existing Exchange rules governing the
trading of equity securities.
In support of this proposal, the Exchange has made the following
representations:
(1) The Exchange's surveillance procedures are adequate to address
any concerns associated with the trading of the Shares.
(2) The Exchange would inform its members in an Information
Bulletin of the special characteristics and risks associated with
trading the Shares, including suitability recommendation requirements.
(3) The Exchange would require its members to deliver a prospectus
to investors purchasing Shares prior to or concurrently with
confirmation of a transaction in such Shares and will note this
prospectus delivery requirement in the Information Bulletin.
This approval order is based on the Exchange's 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 above, the Commission previously approved
the original listing and trading of the Shares on NYSE and the trading
of the Shares pursuant to UTP on the Exchange.\39\ The Commission
presently is not aware of any regulatory issue that should cause it to
revisit those findings or would preclude the listing and trading of the
Shares on the Exchange. Accelerating approval of this proposed rule
change would allow the Shares to be listed on the Exchange without
undue delay and continuously traded without interruption, to the
benefit of investors.
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\39\ See supra notes 5 and 6.
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V. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\40\ that the proposed rule change (SR-NYSEArca-2007-76), as
modified by Amendment No. 1 thereto, be, and it hereby is, approved on
an accelerated basis.
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\40\ 15 U.S.C. 78s(b)(2).
\41\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\41\
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-15937 Filed 8-14-07; 8:45 am]
BILLING CODE 8010-01-P
