Self-Regulatory Organizations; American Stock Exchange LLC; Notice of Filing and Order Granting Accelerated Approval of Proposed Rule Change To Trade Currency Trust Shares of Seven Currency Trusts Pursuant to Unlisted Trading Privileges, 55847-55850 [E7-19273]

Download as PDF Federal Register / Vol. 72, No. 189 / Monday, October 1, 2007 / Notices All submissions should refer to File Number SR–Amex–2007–99. 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, 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 office of the Amex. 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 publicly available. All submissions should refer to File Number SR–Amex–2007–99 and should be submitted on or before October 22, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.11 Nancy M. Morris, Secretary. [FR Doc. E7–19272 Filed 9–28–07; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–56515; File No. SR–Amex– 2007–101] mstockstill on PROD1PC66 with NOTICES Self-Regulatory Organizations; American Stock Exchange LLC; Notice of Filing and Order Granting Accelerated Approval of Proposed Rule Change To Trade Currency Trust Shares of Seven Currency Trusts Pursuant to Unlisted Trading Privileges September 24, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Exchange Act’’) 1 and Rule 19b–4 11 17 1 15 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). VerDate Aug<31>2005 18:31 Sep 28, 2007 Jkt 214001 thereunder,2 notice is hereby given that, on August 29, 2007, the American Stock Exchange LLC (the ‘‘Amex’’ or the ‘‘Exchange’’) 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. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons, and is granting accelerated approval to the proposed rule change. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to trade shares (the ‘‘Shares’’) of the following trusts: (1) CurrencySharesSM Australian Dollar Trust; (2) CurrencySharesSM British Pound Sterling Trust; (3) CurrencySharesSM Canadian Dollar Trust; (4) CurrencySharesSM Japanese Yen Trust; (5) CurrencySharesSM Mexican Peso Trust; (6) CurrencySharesSM Swedish Krona Trust; and (7) CurrencySharesSM Swiss Franc Trust (each a ‘‘Trust’’ and collectively, the ‘‘Trusts’’) pursuant to unlisted trading privileges (‘‘UTP’’).3 The text of the proposed rule change is available on the Amex’s Web site at http://www.amex.com, at the Exchange’s principal office, and at the Commission’s Public Reference Room. 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, substantially 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 trade the Shares of the Trusts under Amex Rule 1200B–AEMI pursuant to UTP. Amex 2 17 CFR 240.19b–4. Investments, the Trusts’ Sponsor, represents that the Trusts are not investment companies registered under the Investment Company Act of 1940. 3 Rydex PO 00000 Frm 00112 Fmt 4703 Sfmt 4703 55847 Rule 1200B–AEMI defines a Currency Trust Share as: ‘‘a security that (i) Is issued by a trust that holds a specified non-U.S. currency deposited with the trust; (ii) when aggregated in some specified minimum number may be surrendered to the trust by the beneficial owner to receive the specified non-U.S. currency; and (iii) pays beneficial owners interest and other distributions on the deposited non-U.S. currency, if any, declared and paid by the trust.’’ Further, Commentary .01 to Amex Rule 1200B–AEMI categorizes a Currency Trust Share as a Trust Issued Receipt that holds a specified non-U.S. currency or currencies deposited with the trust. Amex Rule 1201B entitled, Designation of an Underlying Foreign Currency, authorizes the Exchange to trade Currency Trust Shares pursuant to UTP. The Commission previously approved the listing and trading of the Shares on the New York Stock Exchange (‘‘NYSE’’) 4 and they are currently trading on the NYSE Arca Marketplace (‘‘NYSE Arca’’) pursuant to UTP.5 The Commission also previously approved the trading of the CurrencySharesSM Euro Trust (f/k/a Euro Currency Trust) on Amex, pursuant to UTP.6 Rydex Specialized Products LLC, d/b/a/ ‘‘Rydex Investments,’’ is the sponsor of the Trusts (‘‘Sponsor’’) and is responsible for, among other things, overseeing the performance of The Bank of New York (‘‘Trustee’’) and the Trusts’’ principal service providers, including those that prepare the 4 See Securities Exchange Act Release No. 52843 (November 28, 2005), 70 FR 72486 (December 5, 2005) (SR–NYSE 2005–65) (order granting accelerated approval for NYSE to list and trade shares of the CurrencySharesSM Euro Trust); Securities Exchange Act Release No. 54020 (June 20, 2006), 71 FR 36579 (June 27, 2006) (SR–NYSE– 2006–35) (order granting accelerated approval for the NYSE to list and trade shares of the CurrencySharesSM Australian Dollar Trust, British Pound Sterling Trust, Canadian Dollar Trust, Mexican Peso Trust, Swedish Krona Trust, and Swiss Franc Trust); Securities Exchange Act Release No. 55268 (February 9, 2007), 72 FR 7793 (February 20, 2007) (SR–NYSE–2007–03) (order granting accelerated approval for NYSE to list and trade shares of the CurrencySharesSM Japanese Yen Trust) (the ‘‘NYSE Listing Orders’’). 5 See Securities Exchange Act Release No. 54043 (June 26, 2006), 71 FR 37967 (July 3, 2006) (SR– NYSEArca–2006–26) (order granting accelerated approval for NYSEArca to UTP trade shares of the CurrencySharesSM Australian Dollar Trust, British Pound Sterling Trust, Canadian Dollar Trust, Mexican Peso Trust, Swedish Krona Trust, and Swiss Franc Trust); Securities Exchange Act Release No. 55320 (February 21, 2007), 72 FR 8828 (February 27, 2007) (SR–NYSEArca–2007–15) (order granting accelerated approval for NYSEArca to UTP trade shares of the CurrencySharesSM Japanese Yen Trust). 6 See Securities Exchange Act Release No. 53059 (January 5, 2006), 71 FR 2072 (January 12, 2006) (SR–Amex–2005–128). E:\FR\FM\01OCN1.SGM 01OCN1 55848 Federal Register / Vol. 72, No. 189 / Monday, October 1, 2007 / Notices financial statements. The Trustee is responsible for the day-to-day operation of the Trusts. Additionally, the London branch of JPMorgan Chase Bank, N.A., is the depository for the Trusts (‘‘Depository’’), and Rydex Distributors, Inc. is the distributor for the Trusts (‘‘Distributor’’). The Sponsor, Trustee, Depository, and Distributor are not affiliated with the Exchange or one another, with the exception that the Sponsor and Distributor are affiliated. mstockstill on PROD1PC66 with NOTICES Investment Objective of the Trusts The investment objective of the Trusts is for the Shares to reflect the price of the applicable foreign currency owned by the specific Trust, plus accrued interest, less the expenses and liabilities of such Trust. The Shares are intended to provide institutional and retail investors with a simple, cost-effective means of hedging their exposure to a particular foreign currency and otherwise implement investment strategies that involve foreign currency (e.g., diversify more generally against the risk that the U.S. dollar (‘‘USD’’) would depreciate). Each of the Trusts’ assets consist, primarily, of the applicable foreign currency on demand deposit in two deposit accounts maintained by the Depository: (i) A primary deposit account which earns interest, and (ii) a secondary deposit account which does not earn interest. The secondary deposit account is used only in connection with mid-month creations and redemptions of blocks of 50,000 Shares (‘‘Baskets’’). The secondary account is used to account for interest that has been earned on the primary deposit account during the month, but not yet paid, and to receive interest earned on the primary deposit account, pay Trust expenses, and distribute any excess interest to shareholders on a monthly basis. The Trusts do not hold any derivative products. Each Share represents a proportional interest in the applicable Trust’s portfolio, consisting of a demand deposit of foreign currency, as adjusted for interest and expenses. The Sponsor expects that the price of a Share will fluctuate in response to fluctuations in the price of the applicable foreign currency and that the price of such Share will reflect accumulated interest as well as the estimated accrued, but unpaid, expenses of the Trust. Additional information about the Trusts and the Currency Trust Shares is also available at the Sponsor’s Web site, http://www.currencyshares.com. VerDate Aug<31>2005 18:31 Sep 28, 2007 Jkt 214001 Dissemination of Information About the Currency Trust Shares Quotations for and last-sale information regarding the Shares are disseminated through the Consolidated Tape Association (‘‘CTA’’). The Trustee calculates the net asset value (‘‘NAV’’) of the respective Trusts, each business day. The NAV is expressed in USD and is based on the Noon Buying Rate as determined by the Federal Reserve Bank of New York (‘‘FRB–NY’’). If the Noon Buying Rate has not been determined and announced by 2:00 p.m., Eastern Time (‘‘ET’’), then the most recent FRB– NY determination of the Noon Buying Rate is used to determine the NAV of the respective Trusts unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate to use as the basis for such valuation. The Trustee also determines the NAV per Share, which equals the NAV of the respective Trust divided by the number of its outstanding Shares. The Sponsor publishes on its Web site, http:// www.currencyshares.com, the NAV and NAV per Share for each Trust on each day that the NYSE is open for regular trading.7 A detailed description of the Trusts and the calculation methodology for the NAV, as well as a general review of the foreign exchange industry, is provided in the NYSE Listing Orders.8 In order to provide updated information relating to the Trusts for use by investors, professionals, and persons wishing to create or redeem Baskets of the Shares, the NYSE disseminates, through the facilities of CTA, the intraday indicative value (‘‘IIV’’) 9 every 15 seconds during the trading hours for the Shares of 9:30 a.m. to 4:15 p.m. ET. As described in the NYSE Listing Orders, distributions are made whenever interest deposited in the secondary deposit account exceeds the sum of the Sponsor’s fee for the prior month plus other Trust expenses, if any. In such instance, the Trustee would direct that the excess be converted into USDs at a prevailing market rate and the Trustee would distribute that amount as promptly as practicable to Shareholders on a pro rata basis, in accordance with the number of Shares they own. 7 The Web site also makes available a variety of other relevant information about the Currency Trust Shares including: the spot price for each applicable foreign currency; the daily FRB–NY Noon Buying Rate; premium/discount information, calculated on a 20-minute delay; and the Basket Amount for each applicable foreign currency, among other things. 8 See supra note 4. 9 The IIV is sometimes referred to as the intraday optimized portfolio value (‘‘IOPV’’). PO 00000 Frm 00113 Fmt 4703 Sfmt 4703 Trading Rules The Exchange deems Currency Trust 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 will be 9:30 a.m. to 4:15 p.m. ET. Amex Rule 190 generally precludes certain business relationships between an issuer and the specialist in the issuer’s securities. Exceptions in the rule permit specialists in the Shares to enter into Creation Unit (i.e., Basket) transactions to facilitate the maintenance of a fair and orderly market. Commentary .04 to Amex Rule 190 specifically applies to Currency Trust Shares listed on the Exchange, including the Shares. Commentary .04 states that nothing in Rule 190(a) should be construed to restrict a specialist registered in a security issued by an investment company from purchasing and redeeming the listed security, or securities that can be subdivided or converted into the listed security, from the issuer as appropriate to facilitate the maintenance of a fair and orderly market. Stop and Stop Limit Orders Amex Rule 154–AEMI, ‘‘Orders in AEMI,’’ paragraph (c)(ii), provides that stop and stop limit orders to buy or sell a security the price of which is derivatively priced based upon another security or index of securities, may be elected by a quotation, as set forth in subparagraphs (c)(ii)(1)–(4) of Rule 154– AEMI. The Exchange has designated Currency Trust Shares, including the Shares, as eligible for this treatment.10 Prospectus Delivery Commentary .02 to Amex Rule 1200B–AEMI, requires that the Exchange’s members and member organizations provide to all purchasers of newly issued Currency Trust Shares a prospectus for the series of Currency Trust Shares. Trading Halts Amex will cease trading in the Shares if: (i) The primary market stops trading the Shares because of a regulatory halt akin to a halt based on Amex Rule 117 and/or a halt because dissemination of the IIV has ceased; or (ii) the primary market delists the Shares.11 10 See Exchange Act Release No. 29063 (April 10, 1991), 56 FR 15652 (April 17, 1991) at note 9, (noting the Exchange’s designation of equity derivative securities as eligible for such treatment under Rule 154, Commentary .04(c)). 11 Amex has represented that it plans to submit a proposed rule filing to the Commission that will E:\FR\FM\01OCN1.SGM 01OCN1 Federal Register / Vol. 72, No. 189 / Monday, October 1, 2007 / Notices Surveillance The Exchange represents that its surveillance procedures are adequate to properly monitor the trading of the Shares. Amex will rely on its existing surveillance procedures governing Currency Trust Shares. Information Circular In connection with the trading of the Shares, Amex will inform its members, in an Information Circular, of the special characteristics and risks associated with trading of the Shares such as, a description of the Trusts and their respective Shares, how the Shares are created and redeemed in Baskets (e.g., that Trust Shares are not individually redeemable), foreign country laws and restrictions, applicable Exchange rules, dissemination information, trading information, and a discussion of any relief provided by the Commission or the staff from any rules under the Act. Additionally, in the Information Circular, the Exchange will advise its members to deliver a prospectus to investors purchasing Shares of the Trusts prior to, or concurrently with, the confirmation of a transaction in such Shares. The Information Circular will also remind members of their suitability obligations, including Amex Rule 411, which imposes a duty of the due diligence on its members and member firms to learn the essential facts relating to every customer prior to the trading of the Shares. mstockstill on PROD1PC66 with NOTICES 2. Statutory Basis The Exchange states that the proposed rule change is consistent with Section 6(b) of the Exchange Act 12 in general and furthers the objectives of Section 6(b)(5) of the Exchange Act 13 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 regulating, clearing, settling, processing information with respect to, and facilitating transaction in securities; and, in general to protect investors and the public interest. In addition, the Exchange believes that the proposal is consistent with Rule 12f–5 under the Act 14 because the Exchange codify Amex’s representations regarding its procedures for trading halts for various derivative securities that trade on the Exchange. See e-mail from Andrea H. Williams, Assistant General Counsel, Amex, to Rahman Harrison, Special Counsel, Division of Market Regulation, Commission, dated September 24, 2007. 12 15 U.S.C. 78s(b). 13 15 U.S.C. 78s(b)(5). 14 17 CFR 240.12f–5. VerDate Aug<31>2005 18:31 Sep 28, 2007 Jkt 214001 deems the Currency Trust Shares to be equity securities, thus rendering the Shares subject to the Exchange’s existing rules governing the trading of equity securities. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received from Members, Participants or Others The Exchange states that written comments were neither solicited nor received. 55849 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 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–NYSEArca–2007–101 and should be submitted by October 22, 2007. IV. Commission Findings and Order Granting Accelerated Approval of a Proposed Rule Change After careful review, the Commission finds that the proposed rule change is III. Solicitation of Comments consistent with the requirements of the Interested persons are invited to Act and the rules and regulations submit written data, views, and thereunder applicable to a national arguments concerning the foregoing, securities exchange.15 In particular, the including whether the proposed rule Commission finds that the proposed change is consistent with the Act. rule change is consistent with Section 6(b)(5) of the Act,16 which requires that Comments may be submitted by any of an exchange have rules designed, among the following methods: other things, to promote just and Electronic Comments equitable principles of trade, to remove • Use the Commission’s Internet impediments to and perfect the comment form (http://www.sec.gov/ mechanism of a free and open market rules/sro.shtml); or and a national market system, and in • Send an e-mail to rulegeneral to protect investors and the comments@sec.gov. Please include File public interest. The Commission No. SR–Amex–2007–101 on the subject believes that this proposal should line. benefit investors by increasing competition among markets that trade Paper Comments the Shares. • Send paper comments in triplicate In addition, the Commission finds to Nancy M. Morris, Secretary, that the proposal is consistent with Securities and Exchange Commission, Section 12(f) of the Act,17 which permits 100 F Street, NE., Washington, DC an exchange to trade, pursuant to UTP, 20549–1090. a security that is listed and registered on All submissions should refer to File another exchange.18 The Commission Number SR–Amex–2007–101. This file notes that it previously approved the number should be included on the listing and trading of the Shares on subject line if e-mail is used. To help the NYSE and the trading of the Shares on Commission process and review your NYSE Arca pursuant to UTP.19 The comments more efficiently, please use Commission also finds that the proposal only one method. The Commission will is consistent with Rule 12f–5 under the post all comments on the Commissions 15 In approving this rule change, the Commission Internet Web site (http://www.sec.gov/ notes that it has considered the proposal’s impact rules/sro.shtml). Copies of the on efficiency, competition, and capital formation. submission, all subsequent See 15 U.S.C. 78c(f). amendments, all written statements 16 15 U.S.C. 78f(b)(5). with respect to the proposed rule 17 15 U.S.C. 78l(f). 18 Section 12(a) of the Act, 15 U.S.C. 78l(a), change that are filed with the generally prohibits a broker-dealer from trading a Commission, and all written security on a national securities exchange unless communications relating to the the security is registered on that exchange pursuant proposed rule change between the to Section 12 of the Act. Section 12(f) of the Act Commission and any person, other than excludes from this restriction trading in any security to which an exchange ‘‘extends UTP.’’ those that may be withheld from the When an exchange extends UTP to a security, it public in accordance with the allows its members to trade the security as if it were provisions of 5 U.S.C. 552, will be listed and registered on the exchange even though available for inspection and copying in it is not so listed and registered. 19 See supra notes 4 and 5. the Commission’s Public Reference PO 00000 Frm 00114 Fmt 4703 Sfmt 4703 E:\FR\FM\01OCN1.SGM 01OCN1 mstockstill on PROD1PC66 with NOTICES 55850 Federal Register / Vol. 72, No. 189 / Monday, October 1, 2007 / Notices Act,20 which provides that an exchange shall not extend UTP to a security unless the exchange has in effect a rule or rules providing for transactions in the class or type of security to which the exchange extends UTP. The Exchange has represented that it meets this requirement because it deems the Shares to be equity securities, thus rendering trading in the Shares subject to the Exchange’s existing rules governing the trading of equity securities. The Commission further believes that the proposal is consistent with Section 11A(a)(1)(C)(iii) of the Act,21 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 for and last-sale information regarding the Shares are disseminated through the facilities of the CTA and the Consolidated Quotation System. In addition, an IIV for each Fund, updated to reflect changes in currency exchange rates, is calculated by NYSE and published via the facilities of the Consolidated Tape Association on a 15second delayed basis throughout the trading hours for the Shares. Moreover, information about the prices of the currencies underlying the Funds is publicly available from a number of sources. The Commission also believes that the proposal appears reasonably designed to preclude trading of the Shares when transparency is impaired. Amex has represented that it will cease trading in the Shares if the listing market stops trading the Shares because of a regulatory halt similar to a halt based on Amex Rule 117 and/or a halt because the IIV is not being calculated or disseminated. In support of this proposal, the Exchange has made the following additional representations: 1. The Exchange’s surveillance procedures are adequate to properly monitor Exchange trading of the Shares in all trading sessions and to deter and detect violations of Exchange rules. 2. Prior to the commencement of trading, the Exchange would inform its members in an Information Bulletin of the special characteristics and risks associated with trading the Shares. 3. Prior to the commencement of trading, the Exchange would inform its members in an Information Bulletin the 20 17 21 15 18:31 Sep 28, 2007 SECURITIES AND EXCHANGE COMMISSION This approval order is based on the Exchange’s representations. Self-Regulatory Organizations; National Association of Securities Dealers, Inc. (n/k/a Financial Industry Regulatory Authority, Inc.); Order Approving Proposed Rule Change Relating to Interpretative Material 9216, Violations Appropriate for Disposition Under Plan Pursuant to SEC Rule 19d– 1(c)(2) The Commission notes that, if the Shares should be delisted by the listing exchange, the Exchange would no longer have authority to trade the Shares pursuant to this order. The Commission finds good cause for approving this proposal before the thirtieth day after the publication of notice thereof in the Federal Register. As noted previously, the Commission previously found that the listing and trading of the Shares on NYSE and the trading of the Shares on NYSE Arca pursuant to UTP are consistent with the Act. The Commission presently is not aware of any regulatory issue that should cause it to revisit those findings or would preclude the trading of the Shares on the Exchange pursuant to UTP. Therefore, accelerating approval of this proposal should benefit investors by creating, without undue delay, additional competition in the market for the Shares. V. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act 22 that the proposed rule change (SR–Amex–2007– 101), be and it hereby is, approved on an accelerated basis. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.23 Nancy M. Morris, Secretary. [FR Doc. E7–19273 Filed 9–28–07; 8:45 am] BILLING CODE 8011–01–P 22 15 CFR 240.12f–5. U.S.C. 78k–1(a)(1)(C)(iii). VerDate Aug<31>2005 requirement that members deliver a prospectus to investors purchasing newly issued Shares prior to or concurrently with the confirmation of a transaction. 23 17 Jkt 214001 PO 00000 U.S.C. 78s(b)(2). CFR 200.30–3(a)(12). Frm 00115 Fmt 4703 Sfmt 4703 [Release No. 34–56504; File No. SR–NASD– 2007–055] September 24, 2007. I. Introduction On July 24, 2007, the National Association of Securities Dealers, Inc. (‘‘NASD’’) (n/k/a Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’)) 1 filed with the Securities and Exchange Commission (‘‘Commission’’ or ‘‘SEC’’) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Exchange Act’’) 2 and Rule 19b–4 thereunder,3 a proposed rule change to amend Interpretative Material 9216 (Violations Appropriate for Disposition Under Plan Pursuant to SEC Rule 19d– 1(c)(2)) (‘‘IM–9216’’) to expand the list of violations eligible for disposition under NASD’s Minor Rule Violation Plan (‘‘MRVP’’). The proposed rule change was published for comment in the Federal Register on August 7, 2007.4 The Commission received no comment letters on the proposed rule change. This order approves the proposed rule change. II. Description of the Proposed Rule Change In connection with the recently approved plan to consolidate the member regulation operations of NASD and the NYSE Group, Inc. into a single organization (‘‘Transaction’’),5 NASD proposed to amend IM–9216 to expand the list of violations eligible for 1 On July 26, 2007, the Commission approved a proposed rule change filed by NASD to amend NASD’s Certificate of Incorporation to reflect its name change to the Financial Industry Regulatory Authority, Inc., or FINRA, in connection with the consolidation of the member firm regulatory functions of NASD and NYSE Regulation, Inc. See Securities Exchange Act Release No. 56146 (July 26, 2007). 2 15 U.S.C. 78s(b)(1). 3 17 CFR 240.19b–4. 4 See Securities Exchange Act Release No. 56175 (July 31, 2007), 72 FR 44201 (‘‘Notice’’). 5 On July 26, 2007, the Commission approved amendments to NASD’s By-Laws to implement governance and related changes to accommodate the consolidation of the member firm regulatory functions of NASD and NYSE Regulation, Inc. See Securities Exchange Act Release No. 56145 (July 26, 2007). The date of closing of the Transaction was July 30, 2007. E:\FR\FM\01OCN1.SGM 01OCN1

Agencies

[Federal Register Volume 72, Number 189 (Monday, October 1, 2007)]
[Notices]
[Pages 55847-55850]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-19273]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56515; File No. SR-Amex-2007-101]


Self-Regulatory Organizations; American Stock Exchange LLC; 
Notice of Filing and Order Granting Accelerated Approval of Proposed 
Rule Change To Trade Currency Trust Shares of Seven Currency Trusts 
Pursuant to Unlisted Trading Privileges

September 24, 2007.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby 
given that, on August 29, 2007, the American Stock Exchange LLC (the 
``Amex'' or the ``Exchange'') 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. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons, and is 
granting accelerated approval to the proposed rule change.
---------------------------------------------------------------------------

    \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 trade shares (the ``Shares'') of the 
following trusts: (1) CurrencySharesSM Australian Dollar 
Trust; (2) CurrencySharesSM British Pound Sterling Trust; 
(3) CurrencySharesSM Canadian Dollar Trust; (4) 
CurrencySharesSM Japanese Yen Trust; (5) 
CurrencySharesSM Mexican Peso Trust; (6) 
CurrencySharesSM Swedish Krona Trust; and (7) 
CurrencySharesSM Swiss Franc Trust (each a ``Trust'' and 
collectively, the ``Trusts'') pursuant to unlisted trading privileges 
(``UTP'').\3\
---------------------------------------------------------------------------

    \3\ Rydex Investments, the Trusts' Sponsor, represents that the 
Trusts are not investment companies registered under the Investment 
Company Act of 1940.
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    The text of the proposed rule change is available on the Amex's Web 
site at http://www.amex.com, at the Exchange's principal office, and at 
the Commission's Public Reference Room.

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, substantially 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 trade the Shares of the Trusts under Amex 
Rule 1200B-AEMI pursuant to UTP. Amex Rule 1200B-AEMI defines a 
Currency Trust Share as: ``a security that (i) Is issued by a trust 
that holds a specified non-U.S. currency deposited with the trust; (ii) 
when aggregated in some specified minimum number may be surrendered to 
the trust by the beneficial owner to receive the specified non-U.S. 
currency; and (iii) pays beneficial owners interest and other 
distributions on the deposited non-U.S. currency, if any, declared and 
paid by the trust.'' Further, Commentary .01 to Amex Rule 1200B-AEMI 
categorizes a Currency Trust Share as a Trust Issued Receipt that holds 
a specified non-U.S. currency or currencies deposited with the trust. 
Amex Rule 1201B entitled, Designation of an Underlying Foreign 
Currency, authorizes the Exchange to trade Currency Trust Shares 
pursuant to UTP.
    The Commission previously approved the listing and trading of the 
Shares on the New York Stock Exchange (``NYSE'') \4\ and they are 
currently trading on the NYSE Arca Marketplace (``NYSE Arca'') pursuant 
to UTP.\5\ The Commission also previously approved the trading of the 
CurrencySharesSM Euro Trust (f/k/a Euro Currency Trust) on 
Amex, pursuant to UTP.\6\ Rydex Specialized Products LLC, d/b/a/ 
``Rydex Investments,'' is the sponsor of the Trusts (``Sponsor'') and 
is responsible for, among other things, overseeing the performance of 
The Bank of New York (``Trustee'') and the Trusts'' principal service 
providers, including those that prepare the

[[Page 55848]]

financial statements. The Trustee is responsible for the day-to-day 
operation of the Trusts. Additionally, the London branch of JPMorgan 
Chase Bank, N.A., is the depository for the Trusts (``Depository''), 
and Rydex Distributors, Inc. is the distributor for the Trusts 
(``Distributor''). The Sponsor, Trustee, Depository, and Distributor 
are not affiliated with the Exchange or one another, with the exception 
that the Sponsor and Distributor are affiliated.
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    \4\ See Securities Exchange Act Release No. 52843 (November 28, 
2005), 70 FR 72486 (December 5, 2005) (SR-NYSE 2005-65) (order 
granting accelerated approval for NYSE to list and trade shares of 
the CurrencySharesSM Euro Trust); Securities Exchange Act 
Release No. 54020 (June 20, 2006), 71 FR 36579 (June 27, 2006) (SR-
NYSE-2006-35) (order granting accelerated approval for the NYSE to 
list and trade shares of the CurrencySharesSM Australian 
Dollar Trust, British Pound Sterling Trust, Canadian Dollar Trust, 
Mexican Peso Trust, Swedish Krona Trust, and Swiss Franc Trust); 
Securities Exchange Act Release No. 55268 (February 9, 2007), 72 FR 
7793 (February 20, 2007) (SR-NYSE-2007-03) (order granting 
accelerated approval for NYSE to list and trade shares of the 
CurrencySharesSM Japanese Yen Trust) (the ``NYSE Listing 
Orders'').
    \5\ See Securities Exchange Act Release No. 54043 (June 26, 
2006), 71 FR 37967 (July 3, 2006) (SR-NYSEArca-2006-26) (order 
granting accelerated approval for NYSEArca to UTP trade shares of 
the CurrencySharesSM Australian Dollar Trust, British 
Pound Sterling Trust, Canadian Dollar Trust, Mexican Peso Trust, 
Swedish Krona Trust, and Swiss Franc Trust); Securities Exchange Act 
Release No. 55320 (February 21, 2007), 72 FR 8828 (February 27, 
2007) (SR-NYSEArca-2007-15) (order granting accelerated approval for 
NYSEArca to UTP trade shares of the CurrencySharesSM 
Japanese Yen Trust).
    \6\ See Securities Exchange Act Release No. 53059 (January 5, 
2006), 71 FR 2072 (January 12, 2006) (SR-Amex-2005-128).
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Investment Objective of the Trusts

    The investment objective of the Trusts is for the Shares to reflect 
the price of the applicable foreign currency owned by the specific 
Trust, plus accrued interest, less the expenses and liabilities of such 
Trust. The Shares are intended to provide institutional and retail 
investors with a simple, cost-effective means of hedging their exposure 
to a particular foreign currency and otherwise implement investment 
strategies that involve foreign currency (e.g., diversify more 
generally against the risk that the U.S. dollar (``USD'') would 
depreciate).
    Each of the Trusts' assets consist, primarily, of the applicable 
foreign currency on demand deposit in two deposit accounts maintained 
by the Depository: (i) A primary deposit account which earns interest, 
and (ii) a secondary deposit account which does not earn interest. The 
secondary deposit account is used only in connection with mid-month 
creations and redemptions of blocks of 50,000 Shares (``Baskets''). The 
secondary account is used to account for interest that has been earned 
on the primary deposit account during the month, but not yet paid, and 
to receive interest earned on the primary deposit account, pay Trust 
expenses, and distribute any excess interest to shareholders on a 
monthly basis.
    The Trusts do not hold any derivative products. Each Share 
represents a proportional interest in the applicable Trust's portfolio, 
consisting of a demand deposit of foreign currency, as adjusted for 
interest and expenses. The Sponsor expects that the price of a Share 
will fluctuate in response to fluctuations in the price of the 
applicable foreign currency and that the price of such Share will 
reflect accumulated interest as well as the estimated accrued, but 
unpaid, expenses of the Trust.
    Additional information about the Trusts and the Currency Trust 
Shares is also available at the Sponsor's Web site, http://
www.currencyshares.com.

Dissemination of Information About the Currency Trust Shares

    Quotations for and last-sale information regarding the Shares are 
disseminated through the Consolidated Tape Association (``CTA''). The 
Trustee calculates the net asset value (``NAV'') of the respective 
Trusts, each business day. The NAV is expressed in USD and is based on 
the Noon Buying Rate as determined by the Federal Reserve Bank of New 
York (``FRB-NY''). If the Noon Buying Rate has not been determined and 
announced by 2:00 p.m., Eastern Time (``ET''), then the most recent 
FRB-NY determination of the Noon Buying Rate is used to determine the 
NAV of the respective Trusts unless the Trustee, in consultation with 
the Sponsor, determines that such price is inappropriate to use as the 
basis for such valuation. The Trustee also determines the NAV per 
Share, which equals the NAV of the respective Trust divided by the 
number of its outstanding Shares. The Sponsor publishes on its Web 
site, http://www.currencyshares.com, the NAV and NAV per Share for each 
Trust on each day that the NYSE is open for regular trading.\7\ A 
detailed description of the Trusts and the calculation methodology for 
the NAV, as well as a general review of the foreign exchange industry, 
is provided in the NYSE Listing Orders.\8\
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    \7\ The Web site also makes available a variety of other 
relevant information about the Currency Trust Shares including: the 
spot price for each applicable foreign currency; the daily FRB-NY 
Noon Buying Rate; premium/discount information, calculated on a 20-
minute delay; and the Basket Amount for each applicable foreign 
currency, among other things.
    \8\ See supra note 4.
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    In order to provide updated information relating to the Trusts for 
use by investors, professionals, and persons wishing to create or 
redeem Baskets of the Shares, the NYSE disseminates, through the 
facilities of CTA, the intraday indicative value (``IIV'') \9\ every 15 
seconds during the trading hours for the Shares of 9:30 a.m. to 4:15 
p.m. ET.
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    \9\ The IIV is sometimes referred to as the intraday optimized 
portfolio value (``IOPV'').
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    As described in the NYSE Listing Orders, distributions are made 
whenever interest deposited in the secondary deposit account exceeds 
the sum of the Sponsor's fee for the prior month plus other Trust 
expenses, if any. In such instance, the Trustee would direct that the 
excess be converted into USDs at a prevailing market rate and the 
Trustee would distribute that amount as promptly as practicable to 
Shareholders on a pro rata basis, in accordance with the number of 
Shares they own.

Trading Rules

    The Exchange deems Currency Trust 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 will be 9:30 a.m. to 4:15 p.m. ET.
    Amex Rule 190 generally precludes certain business relationships 
between an issuer and the specialist in the issuer's securities. 
Exceptions in the rule permit specialists in the Shares to enter into 
Creation Unit (i.e., Basket) transactions to facilitate the maintenance 
of a fair and orderly market. Commentary .04 to Amex Rule 190 
specifically applies to Currency Trust Shares listed on the Exchange, 
including the Shares. Commentary .04 states that nothing in Rule 190(a) 
should be construed to restrict a specialist registered in a security 
issued by an investment company from purchasing and redeeming the 
listed security, or securities that can be subdivided or converted into 
the listed security, from the issuer as appropriate to facilitate the 
maintenance of a fair and orderly market.

Stop and Stop Limit Orders

    Amex Rule 154-AEMI, ``Orders in AEMI,'' paragraph (c)(ii), provides 
that stop and stop limit orders to buy or sell a security the price of 
which is derivatively priced based upon another security or index of 
securities, may be elected by a quotation, as set forth in 
subparagraphs (c)(ii)(1)-(4) of Rule 154-AEMI. The Exchange has 
designated Currency Trust Shares, including the Shares, as eligible for 
this treatment.\10\
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    \10\ See Exchange Act Release No. 29063 (April 10, 1991), 56 FR 
15652 (April 17, 1991) at note 9, (noting the Exchange's designation 
of equity derivative securities as eligible for such treatment under 
Rule 154, Commentary .04(c)).
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Prospectus Delivery

    Commentary .02 to Amex Rule 1200B-AEMI, requires that the 
Exchange's members and member organizations provide to all purchasers 
of newly issued Currency Trust Shares a prospectus for the series of 
Currency Trust Shares.

Trading Halts

    Amex will cease trading in the Shares if: (i) The primary market 
stops trading the Shares because of a regulatory halt akin to a halt 
based on Amex Rule 117 and/or a halt because dissemination of the IIV 
has ceased; or (ii) the primary market delists the Shares.\11\
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    \11\ Amex has represented that it plans to submit a proposed 
rule filing to the Commission that will codify Amex's 
representations regarding its procedures for trading halts for 
various derivative securities that trade on the Exchange. See e-mail 
from Andrea H. Williams, Assistant General Counsel, Amex, to Rahman 
Harrison, Special Counsel, Division of Market Regulation, 
Commission, dated September 24, 2007.

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[[Page 55849]]

Surveillance

    The Exchange represents that its surveillance procedures are 
adequate to properly monitor the trading of the Shares. Amex will rely 
on its existing surveillance procedures governing Currency Trust 
Shares.

Information Circular

    In connection with the trading of the Shares, Amex will inform its 
members, in an Information Circular, of the special characteristics and 
risks associated with trading of the Shares such as, a description of 
the Trusts and their respective Shares, how the Shares are created and 
redeemed in Baskets (e.g., that Trust Shares are not individually 
redeemable), foreign country laws and restrictions, applicable Exchange 
rules, dissemination information, trading information, and a discussion 
of any relief provided by the Commission or the staff from any rules 
under the Act. Additionally, in the Information Circular, the Exchange 
will advise its members to deliver a prospectus to investors purchasing 
Shares of the Trusts prior to, or concurrently with, the confirmation 
of a transaction in such Shares. The Information Circular will also 
remind members of their suitability obligations, including Amex Rule 
411, which imposes a duty of the due diligence on its members and 
member firms to learn the essential facts relating to every customer 
prior to the trading of the Shares.
2. Statutory Basis
    The Exchange states that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \12\ in general and furthers the 
objectives of Section 6(b)(5) of the Exchange Act \13\ 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 regulating, 
clearing, settling, processing information with respect to, and 
facilitating transaction in securities; and, in general to protect 
investors and the public interest. In addition, the Exchange believes 
that the proposal is consistent with Rule 12f-5 under the Act \14\ 
because the Exchange deems the Currency Trust Shares to be equity 
securities, thus rendering the Shares subject to the Exchange's 
existing rules governing the trading of equity securities.
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    \12\ 15 U.S.C. 78s(b).
    \13\ 15 U.S.C. 78s(b)(5).
    \14\ 17 CFR 240.12f-5.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received from Members, Participants or Others

    The Exchange states that written comments were neither solicited 
nor received.

III. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the 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 No. SR-Amex-2007-101 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-Amex-2007-101. 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 Commissions 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, 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 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-NYSEArca-2007-101 and should 
be submitted by October 22, 2007.

IV. Commission Findings and Order Granting Accelerated Approval of a 
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.\15\ In particular, the Commission finds that the proposed 
rule change is consistent with Section 6(b)(5) of the Act,\16\ 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 believes that this proposal should benefit 
investors by increasing competition among markets that trade the 
Shares.
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    \15\ In approving this rule change, the Commission notes that it 
has considered the proposal's impact on efficiency, competition, and 
capital formation. See 15 U.S.C. 78c(f).
    \16\ 15 U.S.C. 78f(b)(5).
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    In addition, the Commission finds that the proposal is consistent 
with Section 12(f) of the Act,\17\ which permits an exchange to trade, 
pursuant to UTP, a security that is listed and registered on another 
exchange.\18\ The Commission notes that it previously approved the 
listing and trading of the Shares on NYSE and the trading of the Shares 
on NYSE Arca pursuant to UTP.\19\ The Commission also finds that the 
proposal is consistent with Rule 12f-5 under the

[[Page 55850]]

Act,\20\ which provides that an exchange shall not extend UTP to a 
security unless the exchange has in effect a rule or rules providing 
for transactions in the class or type of security to which the exchange 
extends UTP. The Exchange has represented that it meets this 
requirement because it deems the Shares to be equity securities, thus 
rendering trading in the Shares subject to the Exchange's existing 
rules governing the trading of equity securities.
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    \17\ 15 U.S.C. 78l(f).
    \18\ Section 12(a) of the Act, 15 U.S.C. 78l(a), generally 
prohibits a broker-dealer from trading a security on a national 
securities exchange unless the security is registered on that 
exchange pursuant to Section 12 of the Act. Section 12(f) of the Act 
excludes from this restriction trading in any security to which an 
exchange ``extends UTP.'' When an exchange extends UTP to a 
security, it allows its members to trade the security as if it were 
listed and registered on the exchange even though it is not so 
listed and registered.
    \19\ See supra notes 4 and 5.
    \20\ 17 CFR 240.12f-5.
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    The Commission further believes that the proposal is consistent 
with Section 11A(a)(1)(C)(iii) of the Act,\21\ 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 for and last-sale information regarding the 
Shares are disseminated through the facilities of the CTA and the 
Consolidated Quotation System. In addition, an IIV for each Fund, 
updated to reflect changes in currency exchange rates, is calculated by 
NYSE and published via the facilities of the Consolidated Tape 
Association on a 15-second delayed basis throughout the trading hours 
for the Shares. Moreover, information about the prices of the 
currencies underlying the Funds is publicly available from a number of 
sources.
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    \21\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
---------------------------------------------------------------------------

    The Commission also believes that the proposal appears reasonably 
designed to preclude trading of the Shares when transparency is 
impaired. Amex has represented that it will cease trading in the Shares 
if the listing market stops trading the Shares because of a regulatory 
halt similar to a halt based on Amex Rule 117 and/or a halt because the 
IIV is not being calculated or disseminated.
    In support of this proposal, the Exchange has made the following 
additional representations:
    1. The Exchange's surveillance procedures are adequate to properly 
monitor Exchange trading of the Shares in all trading sessions and to 
deter and detect violations of Exchange rules.
    2. Prior to the commencement of trading, the Exchange would inform 
its members in an Information Bulletin of the special characteristics 
and risks associated with trading the Shares.
    3. Prior to the commencement of trading, the Exchange would inform 
its members in an Information Bulletin the requirement that members 
deliver a prospectus to investors purchasing newly issued Shares prior 
to or concurrently with the confirmation of a transaction.

This approval order is based on the Exchange's representations.

    The Commission notes that, if the Shares should be delisted by the 
listing exchange, the Exchange would no longer have authority to trade 
the Shares pursuant to this order.
    The Commission finds good cause for approving this proposal before 
the thirtieth day after the publication of notice thereof in the 
Federal Register. As noted previously, the Commission previously found 
that the listing and trading of the Shares on NYSE and the trading of 
the Shares on NYSE Arca pursuant to UTP are consistent with the Act. 
The Commission presently is not aware of any regulatory issue that 
should cause it to revisit those findings or would preclude the trading 
of the Shares on the Exchange pursuant to UTP. Therefore, accelerating 
approval of this proposal should benefit investors by creating, without 
undue delay, additional competition in the market for the Shares.

V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the Act 
\22\ that the proposed rule change (SR-Amex-2007-101), be and it hereby 
is, approved on an accelerated basis.
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    \22\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary.
 [FR Doc. E7-19273 Filed 9-28-07; 8:45 am]
BILLING CODE 8011-01-P