[Federal Register Volume 65, Number 240 (Wednesday, December 13, 2000)]
[Notices]
[Pages 77949-77952]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-31679]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-43679; File No. SR-NYSE-00-46]


Self-Regulatory Organizations; Notice of Filing and Order 
Granting Accelerated Approval of a Proposed Rule Change by the New York 
Stock Exchange, Inc. Regarding the Listing and Trading of Exchange 
Traded Funds

December 5, 2000.
    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 November 21, 2000, the New York Stock Exchange, Inc. (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I and II below, which Items have been prepared by the Exchange. 
Amendment No. 1 was filed on December 5, 2000.\3\ The Commission is 
publishing this notice to solicit comments on the proposed rule change, 
as amended, from interested persons and to approve the proposal, as 
amended, on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ In Amendment No. 1, the Exchange made several technical 
corrections to the rule text and clarified that the Exchange will 
issue a circular to members highlighting the characteristics of 
purchases in ICUs, prior to the commencement of trading in ICUs. See 
Letter to Nancy J. Sanow, Assistant Director, Division of Market 
Regulation, Commission from James E. Buck, Corporate Secretary, NYSE 
dated December 5, 2000 (received by facsimile) (``Amendment No. 
1'').
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The Exchange is amending certain rules and adopting other rules 
relative to listing and trading of investment company units (``ICUs''), 
also known as exchange traded funds. The text of the proposed rule 
change is available at the Office of the Secretary, the Exchange or the 
Commission.

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 and is set forth in Sections A, B, and C below.

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

1. Purpose
    The Exchange has rules in Section 703.16, Investment Company Units, 
of the Listed Company Manual (``LCM'') related to the listing of 
ICUs.\4\ Subsequent to the adoption of those rules, the Commission 
determined to allow the adoption of ``generic'' listing standards that 
permit listing and trading of new derivative products pursuant to Rule 
19b-4(e) under the Act.\5\ The Exchange is proposing to amend its 
listing standards in Section 703.16 of the LCM to adopt generic 
standards to permit the trading of ICUs pursuant to Rule 19b-4(e).
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    \4\ See Securities Exchange Act Release No. 36923 (March 5, 
1996), 61 FR 10410 (March 13, 1996).
    \5\ 17 CFR 240.19b-4(e). Rule 19b-4(e) permits self-regulatory 
organizations (``SROs'') to list and trade new derivatives products 
that comply with existing SRO trading rules, procedures, 
surveillance programs and listing standards, without submitting a 
proposed rule change under Section 19(b). See Securities Exchange 
Act Release No. 40761 (December 8, 1998), 63 FR 70952 (December 22, 
1998).
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    The Exchange's proposed generic listing criteria are intended to 
ensure that a substantial portion of the weight of an index or 
portfolio underlying an ICU is composed of securities with substantial 
market capitalization and trading volume. Under the proposal, the 
Exchange may approve a series of ICUs for listing or trading pursuant 
to Rule 19b-4(e) under the following criteria. Upon the initial listing 
of a series of ICUs, component stocks accounting for at least 90% of 
the weight of the underlying index or portfolio have a minimum market 
value of at least $75 million. In addition, the component stocks 
representing at least 90% of the weight of the index or portfolio must 
have a minimum monthly trading volume during each of the last six 
months of at least 250,000 shares.
    Under the Exchange's proposed generic listing standard, the most 
heavily weighted component stock in an underlying index or portfolio 
cannot exceed 25% of the weight of the index or portfolio, and the five 
most heavily weighted component stocks cannot together exceed 65% of 
the weight of the index or portfolio. The index or portfolio must 
include a minimum of 13 stocks, and all securities in an underlying 
index or portfolio must be listed on a national securities exchange or 
The Nasdaq Stock Market (including The Nasdaq SmallCap Market).
    To comply with generic listing standards, the Exchange proposed 
that the underlying index or portfolio must be calculated based on 
either the market capitalization, modified market capitalization, 
price, equal-dollar or modified equal-dollar weighting methodology. In 
addition, if the index is maintained by a broker-dealer, the broker-
dealer must erect a ``fire-wall'' around the personnel who have access 
to information concerning changes and adjustments to the index or 
portfolio, and the index must be calculated by a third party who is not 
a broker-dealer.
    The proposed generic listing standards specify that the current 
index value must be disseminated every 15 seconds over the consolidated 
tape, as well as an estimate of the net asset value per share of the 
ICU. A minimum of 100,000 shares of an ICU must be outstanding at the 
time trading begins. The minimum trading variation for an ICU will be 
\1/16\, \1/32\ or \1/64\ of $1.00, as determined by the Exchange for a 
specific series. The Exchange will shortly move to decimals, after 
which the minimum trading variation for an ICU is expected to be the 
same as for other stocks generally on the Exchange, which is one penny.
    The Exchange will implement written surveillance procedures for the 
ICUs that it trades pursuant to the generic listing standards. In 
addition, the Exchange will comply with the record-keeping requirements 
of Rule 19b-4(e), and will file Form 19b-4(e) for each ICU within five 
business days of commencement of trading.

[[Page 77950]]

    Outside of the proposed generic listing standards, the rules will 
specify that a fund will be required to have such number of units 
outstanding on listing as determined by the Exchange in connection with 
the specific fund. ICUs will also be permitted to be in book-entry-only 
format, without certificates, to bring them in line not only with ICUs 
listed on other marketplaces, but with ordinary open-end mutual funds 
as well.
    In addition to the proposed generic rules, the Exemption is 
proposing other ICU rules under proposed NYSE Rule 1100. A discreet 
section in the rulebook will centralize certain ICU-related rules and 
provide cross references to other related rules. Under proposed NYSE 
Rule 1100, specific limitations of liability are provided to protect 
the Exchange, index proprietors, calculators and vendors. The proposed 
rules also state that there are no express or implied warranties with 
respect to ICUs. These provisions are based on similar provisions 
already contained in the rules of the Exchange regarding other similar 
activities, such as those that were enacted a number of years ago in 
connection with Exchange trading in standardized options and Exchange 
Stock Baskets.\6\
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    \6\ See NYSE Rule 702(b) and Rule 814.
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    Furthermore, prior to the commencement of trading in ICUs, the 
Exchange will issue a circular to members highlighting the 
characteristics of purchases in ICUs.\7\ The circular will discuss the 
special characteristics and risks of trading this type of security. 
Specifically, the circular, among other issues, will discuss what ICUs 
are, how they are created and redeemed, the requirement that members 
and member firms deliver a prospectus to investors purchasing ICUs 
prior to or concurrently with the confirmation of a transaction, 
applicable Exchange Rules, dissemination information, trading 
information, and the applicability of suitability rules.\8\
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    \7\ See supra note 3.
    \8\ Id.
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    The Exchange also will require its members to provide all 
purchasers of newly issued ICUs with a prospectus. For those ICUs that 
will be in continuous distribution, the prospectus delivery 
requirements of the Securities Act of 1993 \9\ applies to all investors 
in ICUs, including secondary market purchases on the Exchange in ICUs.
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    \9\ 15 U.S.C. 77a, et seq.
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    With respect to series of ICUs that are the subject of an order by 
the Commission exempting such series from certain prospectus delivery 
requirements under section 24(d) of the Investment Company Act of 
1940,\10\ the proposal provides that the Exchange will inform members 
and member organizations regarding disclosure obligations with respect 
to a particular series of ICUs by means of an Information Circular 
prior to commencement of trading in such series.
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    \10\ 15 U.S.C. 80a-24(d).
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    The proposal provides that the Exchange will require that members 
and members organizations provide to all purchasers of a series of ICUs 
a written description of the terms and characteristics of such 
securities, in a form prepared or approved by the Exchange, not later 
than the time a confirmation of the first transaction in such series is 
delivered to such purchaser. In addition, members and member 
organizations shall include such a written description with any sales 
material relating to a series of ICUs that is provided to customers or 
the public. Any other written materials provided by a member or member 
organization to customers or the public making specific reference to a 
series of ICUs as an investment vehicle must include a statement in 
substantially the following form: ``A circular describing the terms and 
characteristics of [the series of Investment Company Units] has been 
prepared or approved by the New York Stock Exchange and is available 
from your broker or the Exchange. It is recommended that you obtain and 
review such circular before purchasing [the series of Investment 
Company Units]. In addition, upon request you may obtain from your 
broker a prospectus for [the series of Investment Company Units].''
    A member or member organizations carrying an omnibus account for a 
non-member broker-dealer is required to inform such non-member that 
execution of an order to purchase a series of ICUs for such omnibus 
account will be deemed to constitute agreement by the non-member to 
make such written description available to its customers on the same 
terms as are directly applicable to members and member organizations 
under this rule.
    Upon request of a customer, a member or member organization shall 
also provide a prospectus for the particular series of ICUs.
    The Exchange also proposes to retain the authority to prescribe 
trading hours that extend until 4:15 p.m. for particular ICUs. This 
will be done in all probability only for those ICUs that are based on 
indexes that are also the subject of a futures contract. In those cases 
the Exchange believes it is appropriate to match the trading hours of 
the related futures contract.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with section 6 of the act \11\ in general and furthers the objectives 
of section 6(b)(5) of the Act \12\ in particular in that it is designed 
to prevent fraudulent and manipulative acts and practices, to promote 
just and equitable principles of trade, to foster cooperation and 
coordination with persons engaged in facilitating transactions in 
securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system and, in general, to 
protect investors and the public interest.
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    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78F(b)(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.

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

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

III. 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. Persons making written submissions 
should file six copies thereof with the Secretary, Securities and 
Exchange Commission, 450 Fifth Street NW., Washington, DC 20549-0609. 
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 persons, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for inspection and copying in the 
Commission's Public Reference Room. Copies of such filing will also be 
available for inspection and copying at the principal office of the 
above-mentioned self-regulatory organization. All submissions should 
refer to File No.

[[Page 77951]]

SR-NYSE-00-46 and should be submitted by January 3, 2001.

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

    After careful consideration, the Commission finds that the proposed 
rule change, as amended, is consistent with the requirements of the Act 
and the rules and regulations thereunder applicable to a national 
securities exchange, and, in particular, with the requirements of 
section 6(b)(5) of the Act.\13\ The Commission believes that the 
Exchange's proposal to amend its rules relative to the listing and 
trading of ICUs will provide investors with a convenient and efficient 
way of participating in the securities markets. The Exchange's proposal 
should also provide investors with increased flexibility in satisfying 
their investment needs by allowing them to purchase and sell a single 
security, at negotiated prices throughout the business day that 
replicates the performance of an index or a portfolio of stocks. In 
addition, the Commission finds that the Exchange's proposal to 
establish generic standards to permit the trading of ICUs pursuant to 
Rule 19b-4(e) furthers the intent of that rule by facilitating 
commencement of trading in these securities without the need for notice 
and comment and Commission approval under Section 19(b) of the act. 
Thus, by establishing generic standards, the proposal should reduce the 
Exchange's regulatory burden, as well as benefit the public interest, 
by enabling the Exchange to bring qualifying products to the market 
more quickly.\14\ Accordingly, as discussed below, the Commission finds 
that the Exchange's proposal will promote just and equitable principles 
of trade, foster cooperation and coordination with persons engaged in 
regulating, clearing, settling, processing information with respect to, 
and facilitating transactions in securities, and, in general, protect 
investors and the public interest consistent with section 6(b)(5) of 
the Act.\15\
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    \13\ 15 U.S.C. 78f(b)(5). In approving this rule, the Commission 
notes that it has considered the proposed rule's impact on 
efficiency, competition, and capital formation. 15 U.S.C. 78c(f).
    \14\ The Commission notes that while the proposal reduces the 
Exchange's regulatory burden, the Commission maintains regulatory 
oversight over any products listed under the generic standards 
through regular inspection oversight.
    \15\ 15 U.S.C. 78f(b)(5).
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    In general, ICUs represent an interest in a registered investment 
company that could be organized as a unit investment trust, an open-end 
management investment company, or similar entity. ICUs represent 
interests in a registered investment company that typically holds 
security which comprise or are otherwise based on or represent an 
investment in an index or portfolio. Each ICU is intended to provide 
investors with an instrument that closely tracks the underlying 
securities index or portfolio, that trades like a share of common 
stock, and that pays holders a periodic cash payment proportionate to 
the dividends paid, on the underlying portfolio of securities, less 
certain expenses, as described in the applicable prospectus. As noted 
above, the Commission has previously approved NYSE Section 703.16, 
Investment Company Units, of the LCM that permit the listing and 
trading of ICUs.\16\ In approving these securities for trading, the 
Commission considered the structure of these securities, their 
usefulness to investors and to the markets, and the NYSE rules that 
govern their trading.
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    \16\ See supra note 4.
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    The Commission previously concluded that ICUs trading under the 
existing Exchange rules would allow investors to: (1) Respond quickly 
to market changes through intra-day trading opportunities; (2) engage 
in hedging strategies similar to those used by institutional investors; 
and (3) reduce transactions costs for trading a portfolio of 
securities.\17\ The Commission believes, for the reasons set forth 
below, that the product classes that satisfy the proposed additional 
listing standards and the proposed generic listing standards for ICUs, 
in proposed NYSE Rule 1100 and Section 703.16 of the LCM, should 
produce the same benefits to investors.
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    \17\ See supra note 4.
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    The Commission notes that certain concerns are raised when a 
broker-dealer is involved in both the development and maintenance of a 
stock index upon which an ICU is based. The proposal requires that, in 
such circumstances, the broker-dealer must have procedures in place to 
prevent the misuse of material, non-public information regarding 
changes and adjustments to the index and that the index value be 
calculated by a third party who is not a broker-dealer. The Commission 
believes that these requirements should help address concerns raised by 
a broker-dealer's involvement in the management of such an index.
    The Commission believes that the Exchange's proposal will ensure 
that investors have information that will allow them to be adequately 
apprised of the terms, characteristics, and risks of trading ICUs. ICUs 
listed under the generic standards will be subject to a prospectus 
delivery requirement or, for series that have been granted relief from 
the prospectus delivery requirements of the Investment Company Act of 
1940,\18\ a product description delivery requirement. The requirement 
extends to a member or member organization carrying an omnibus account 
for a non-member broker-dealer, who must notify the non-member to make 
the product description available to its customers on the same terms as 
are directly applicable to members and member organizations. Finally, a 
member or member organization must deliver a prospectus to a customer 
upon request.
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    \18\ 15 U.S.C. 80a-1, et seq.
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    The Commission also notes that upon the initial listing, or trading 
of ICUs, the Exchange will issue a circular to its members explaining 
the unique characteristics and risks of this particular type of 
security. The circular also will note the Exchange members' prospectus 
or product description delivery requirements, and highlight the 
characteristics of purchases of ICUs. The circular also will inform 
members of their responsibilities under the Exchange's rules in 
connection with customer transactions in these securities. The 
Commission believes that these requirements ensure adequate disclosure 
to investor about the terms and characteristics of a particular series 
and is consistent with section 6(b)(5) of the Act.\19\
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    \19\ 15 U.S.C. 78f(b)(5).
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    The proposal also provides that the Exchange can prescribe that the 
trading hours for a particular ICU extend until 4:15 p.m.; ICUs be 
entered in book-entry-only format; and the Exchange can determine the 
number of units required to be outstanding on listing a specific ICU. 
The Commission believes each of these requirements afford investors 
flexibility in satisfying their investment needs in purchasing and 
selling ICUs, while providing for a fair and orderly market. Further, 
the proposal would establish certain limitations related to liability 
and warranties. The Commission believes that such provisions are 
reasonable and foster cooperation and coordination in facilitating 
transactions in securities.
    Rule 19b-4(e) provides that the listing and trading of a new 
derivative securities product by an SRO shall not be deemed a proposed 
rule change, pursuant to paragraph (c)(1) of Rule 19b-4, if the 
Commission has approved, pursuant to Section 19(b) of the Act, the 
SRO's trading rules, procedures and listing standards for the product 
class

[[Page 77952]]

that include the new derivative securities product and the SRO has a 
surveillance program for the product class.\20\ The Commission believes 
that the NYSE' proposal contains adequate rules and procedures to 
govern the trading of ICUs under Rule 19b-4(e).
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    \20\ See Securities Exchange Act Release No. 40761 (December 8, 
1998), 63 FR 70952 (December 22, 1998).
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    All series of ICUs listed under the generic standards will be 
subject to the full panoply of NYSE rules and procedures that now 
govern the trading of existing ICUs on the Exchange. In addition, the 
Exchange has established that upon initial listing, component stocks 
that in the aggregate account for at least 90% of the weight of the 
index or portfolio must have a minimum market value of at least $75 
million. Further the component stocks in the index must have a minimum 
monthly trading volume during each of the last six months of at least 
250,000 shares for stocks representing at least 90% of the weight of 
the index or portfolio. The most heavily weighted component stock 
cannot exceed 25% of the weight of the index or portfolio, and the five 
most heavily weighted component stocks cannot exceed 65% of the weight 
of the index or portfolio. The index or portfolio must include a 
minimum of 13 stocks, and all securities in an underlying index or 
portfolio must be listed on a national securities exchange or the 
Nasdaq Stock Market.
    Moreover, any series seeking to list under the generic standards 
must meet these eligibility criteria as of the date of the initial 
deposit of securities and cash into the trust or fund. The Commission 
believes that these criteria should serve to ensure that the underlying 
securities of these indexes and portfolios are well capitalized and 
actively traded, which will help to ensure that U.S. securities markets 
are not adversely affected by the listing and trading of new series of 
ICUs under Rule 19b-4(e). These listing criteria also will make certain 
that new ICUs do not contain features that are likely to impact 
adversely the U.S. securities markets.
    In addition, the Exchange has developed specific listing criteria 
for ICUs qualifying for Rule 19b-4(e) treatment that will help to 
ensure that a minimum level of liquidity will exist to allow for the 
maintenance of fair and orderly markets. Specifically, the proposed 
generic listing standards require that a minimum of 100,000 shares of 
ICUs are outstanding as of the start of trading. The Commission 
believes that this minimum number of securities is sufficient to 
establish a liquid Exchange market at the commencement of trading.
    In addition, as previously noted, all series of ICUs listed or 
traded under the generic standards will be subject to the Exchange's 
existing continuing listing criteria under Section 703.16 of the LCM. 
This requirement allows the Exchange to consider the suspension of 
trading and the delisting of a series if an event occurs that makes 
further dealings in such securities inadvisable. The Commission 
believes that this will give the Exchange flexibility to delist ICUs if 
circumstances warrant such action.
    Furthermore, the Commission finds that the Exchange's proposal to 
trade ICUs in minimum fractional increments of \1/16\, \1/32\, or \1/
64\ of $1.00 is consistent with the Act. The Commission believes that 
such trading should enhance market liquidity, and should promote more 
accurate pricing, tighter quotations, and reduced price fluctuations, 
all of which benefit the investor. The Commission also believes that 
such trading should allow customers to receive the best possible 
execution of their transactions in ICUs, thereby protecting customers 
and the public interest consistent with section 6(b)(5) of the Act.\21\
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    \21\ 15 U.S.C. 78f(b)(5).
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    The Exchange represents that the current underlying index value as 
well as an estimate of the value per share of the ICU will be 
disseminated over the consolidated tape every 15 seconds. The 
Commission believes that the information the Exchange proposes to have 
disseminated will provide investors with timely and useful information 
concerning the value of each series.
    The Exchange has developed surveillance procedures for the ICUs 
listed under the generic standards that incorporate and rely upon 
existing surveillance procedures governing ICUs and equities. The 
Commission believes that these surveillance procedures are adequate to 
address concerns associated with listing and trading ICUs under the 
generic standards. The Exchange further represents that it will file 
Form 19b-4(e) with the Commission within five business days of 
commencement of trading a series under the generic standards, and will 
comply with all Rule 19b-4(e) record keeping requirements. Accordingly, 
the Commission believes that the rules governing the trading of such 
securities provide adequate safeguards to prevent manipulative acts and 
practices and to protect investors and the public interest, consistent 
with section 6(b)(5) of the Act.\22\
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    \22\ 15 U.S.C. 78f(b)(5).
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    The Commission finds good cause for approving the proposed rule 
change, as amended, prior to the thirtieth day after the date of 
publication of notice thereof in the Federal Register pursuant to 
section 19(b)(2) of the Act. The Commission notes that the proposed 
rule change is based on the listing standards of several other 
exchanges, which the Commission previously approved after soliciting 
public comment on the proposals pursuant to section 19(b) of the 
Act.\23\ The Commission does not believe that the proposed rule change 
raises novel regulatory issues that were not addressed in the other 
filings. Accordingly, the Commission believes it is appropriate to 
permit investors to benefit from the flexibility afforded by these new 
instruments by trading them as soon as possible. Accordingly, the 
Commission finds that there is good cause, consistent with section 
6(b)(5) of the Act,\24\ to approve the proposal, as amended, on an 
accelerated basis.
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    \23\ See e.g., Securities Exchange Act Release No. 42787 (May 
15, 2000), 65 FR 33598 (May 24, 2000) (approval of American Stock 
Exchange generic listing standards).
    \24\ 15 U.S.C. 78s(b)(5).
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V. Conclusion

    It is Therefore Ordered, pursuant to section 19(b)(2) of the 
Act,\25\ that the proposed rule change (SR-NYSE-00-46), is hereby 
approved on an accelerated basis.
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    \25\ 15 U.S.C. 78s(b)(2).
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    For the Commission, by the Division of Market Regulation, pursuant 
to delegated authority.\26\
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    \26\ 17 CFR 200.30-3(a)(12).

Margaret H. McFarland
Deputy Secretary
[FR Doc. 00-31679 Filed 12-11-00; 8:45 am]
BILLING CODE 8010-01-M