[Federal Register Volume 73, Number 140 (Monday, July 21, 2008)]
[Notices]
[Pages 42391-42396]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E8-16592]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-58162; File No. SR-NYSEArca-2008-73]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Relating to Trade 
14 Funds of the Commodities and Currency Trust Pursuant to Unlisted 
Trading Privileges

July 15, 2008.
    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 11, 2008, NYSE Arca, Inc. (``NYSE Arca'' or

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the ``Exchange''), through its wholly owned subsidiary NYSE Arca 
Equities, Inc. (``NYSE Arca Equities'' or the ``Corporation''), 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 Exchange filed 
the proposed rule change pursuant to Section 19(b)(3)(A) of the Act \3\ 
and Rule 19b-4(f)(6) \4\ thereunder, which renders it effective upon 
filing with the Commission. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6).
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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 pursuant to unlisted trading 
privileges (``UTP'') shares (``Shares'') of fourteen (14) funds 
(``Funds'') of the Commodities and Currency Trust (``Trust'') based on 
several currencies, commodities and commodities indexes.
    The text of the proposed rule change is available at the Exchange's 
principal office, the Commission's Public Reference Room, and http://www.nyse.com.

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

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of, and basis for, the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
Exchange has prepared summaries set forth in Sections A, B, and C below 
of the most significant aspects of such statements.

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

1. Purpose
    The Exchange proposes to revise Commentary .02 to NYSE Arca 
Equities Rule 8.200 to permit the listing and trading, including 
trading pursuant to UTP, of trust issued receipts (``TIRs'') that hold 
investments in any combination of cash, securities, options on 
securities and indices, futures contracts, options on futures 
contracts, forward contracts, equity caps, collars and floors, and swap 
agreements (the ``Financial Instruments'').\5\ This proposal would 
permit the Exchange to trade the Shares pursuant to UTP under revised 
Commentary .02 to Rule 8.200. The American Stock Exchange LLC 
(``Amex'') has filed a proposed rule change to list the Shares.\6\
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    \5\ Permissible securities in connection with Financial 
Instruments would not include foreign equity securities.
    \6\ See Securities Exchange Act Release No. 57932 (June 5, 
2008), 73 FR 33467 (June 12, 2008) (SR-Amex-2008-39) (``Amex 
Proposal''). The Commission notes that, in a separate action today, 
it is approving the Amex Proposal. See Securities Exchange Act 
Release No. 58161 (July 15, 2008).
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    The Shares represent common units of fractional undivided 
beneficial interest in, and ownership of, each Fund. Each Fund will 
invest the proceeds of its offering of Shares in various Financial 
Instruments that will provide exposure to the Fund's underlying 
currency, commodity or commodity index. In addition, the Funds will 
also maintain cash positions in cash or money market instruments for 
the purpose of collateralizing such positions taken in the Financial 
Instruments.
    Shares of seven (7) of the Funds of the Trust will be designated as 
Ultra ProShares while the other seven (7) shares of the Trust will be 
designated as UltraShort ProShares. Each of the Funds will have a 
distinct investment objective.\7\ The Funds will attempt, on a daily 
basis, to achieve their investment objective by corresponding to a 
specified multiple or an inverse multiple of the performance of a 
particular benchmark commodities index, commodity or currency (each an 
``Underlying Benchmark'' and collectively, the ``Underlying 
Benchmarks'') as described in the Amex Proposal.
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    \7\ The Funds are the Ultra DJ-AIG Commodity ProShares, 
UltraShort DJ-AIG Commodity ProShares, Ultra DJ-AIG Agriculture 
ProShares, UltraShort DJ-AIG Agriculture ProShares, Ultra DJ-AIG 
Crude Oil ProShares, UltraShort DJAIG Crude Oil ProShares, Ultra 
Gold ProShares, UltraShort Gold ProShares, Ultra Silver ProShares, 
UltraShort Silver ProShares, Ultra Euro ProShares, UltraShort Euro 
ProShares, Ultra Yen ProShares and UltraShort Yen ProShares.
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    Six (6) Funds will be based on the following benchmark commodities 
indexes: (i) The Dow Jones-AIG Commodity IndexSM; (ii) the Dow Jones-
AIG Crude Oil Sub-IndexSM; and (iii) the Dow Jones-AIG Agriculture Sub-
IndexSM (each, an ``Underlying Index'' and collectively, the 
``Underlying Indexes''). Four (4) Funds will be based on the following 
commodities: (i) Gold; and (ii) silver (each, an ``Underlying 
Commodity'' and collectively, the ``Underlying Commodities''). Four (4) 
Funds will be based on the following benchmark currencies versus the 
U.S. dollar: (1) The Euro; and (2) the Japanese Yen (each, an 
``Underlying Currency'' and collectively, the ``Underlying 
Currencies''). The Exchange proposes to trade pursuant to UTP shares of 
the Funds that seek daily investment results, before fees and expenses, 
that correspond to twice (200%) the daily performance of the Underlying 
Benchmark (the ``Ultra Funds''). If a Fund is successful in meeting its 
investment objective, the net asset value (``NAV'') \8\ of the shares 
of each Fund is expected to gain on a percentage basis, approximately 
twice as much as each Fund's respective Underlying Benchmark when the 
price of the Underlying Benchmark increases on a given day, and should 
lose approximately twice as much when such price declines on a given 
day, before fees and expenses.
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    \8\ ``Net asset value'' means the total assets of a Fund 
including, but not limited to, all cash and cash equivalents or 
other debt securities less total liabilities of such Fund, each 
determined on the basis of generally accepted accounting principles 
in the United States, consistently applied under the accrual method 
of accounting. In particular, net asset value includes any 
unrealized profit or loss on open swaps and futures contracts, and 
any other credit or debit accruing to a Fund but unpaid or not 
received by a Fund.
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    The Exchange also proposes to trade pursuant to UTP shares of the 
Funds that seek daily investment results, before fees and expenses that 
correspond to twice the inverse (-200%) of the daily performance of the 
Underlying Benchmark (the ``UltraShort Funds''). If each Fund is 
successful in meeting its objective, the NAV of the shares of each Fund 
is expected to increase approximately twice as much, on a percentage 
basis, as the respective Underlying Benchmark loses on a given day, or 
should decrease approximately twice as much as the respective 
Underlying Benchmark gains when the Underlying Benchmark rises on a 
given day, before fees and expenses.
    The Exchange notes that the Commission has permitted the listing 
and trading on the Exchange and other national securities exchanges of 
securities linked to the performance of underlying currencies and 
commodities.\9\ The Commission also has

[[Page 42393]]

approved for trading on the Exchange on a UTP basis under NYSE Arca 
Equities Rule 5.2(j)(3) UltraFunds, Short Funds and UltraShort Funds of 
the ProShares Trust.\10\
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    \9\ The Commission has previously approved issues of Commodity-
Based Trust Shares, Currency Trust Shares and Commodity Index Trust 
Shares, which have certain characteristics similar to the proposed 
TIRs, for exchange listing and trading. See, e.g., Securities 
Exchange Act Release No. 50603 (October 28, 2004), 69 FR 64614 
(November 5, 2004) (SR-NYSE-2004-22) (order approving listing on the 
New York Stock Exchange (``NYSE'') of streetTRACKS Gold Trust); 
Securities Exchange Act Release No. 51058 (January 19, 2005), 70 FR 
3749 (January 26, 2005) (SR-Amex-2004-38) (order approving listing 
on the American Stock Exchange (``Amex'') of the iShares COMEX Gold 
Trust); Securities Exchange Act Release No. 53521 (March 20, 2006), 
71 FR 14967 (March 24, 2006) (SR-Amex-2005-72) (order approving 
listing on Amex of the iShares Silver Trust); Securities Exchange 
Act Release No. 56041 (July 11, 2007), 72 FR 39114 (July 17, 2007) 
(SR-NYSEArca-2007-43) (order granting accelerated approval to list 
on NYSE Arca the iShares COMEX Gold Trust); 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 CurrencyShares 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 NYSE to list and trade shares of the CurrencyShares 
Australian Dollar Trust, CurrencyShares British Pound Sterling 
Trust, CurrencyShares Canadian Dollar Trust, CurrencyShares Mexican 
Peso Trust, CurrencyShares Swedish Krona Trust and CurrencyShares 
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 CurrencyShares Japanese Yen Trust); Securities 
Exchange Act Release No. 56131 (July 25, 2007), 72 FR 42212 (August 
1, 2007) (SR-NYSEArca-2007-57) (order granting accelerated approval 
for listing on NYSE Arca of CurrencyShares Trusts); Securities 
Exchange Act Release No. 54013 (June 16, 2006), 71 FR 36372 (June 
26, 2006) (SR-NYSE-2006-17) (approving listing on the NYSE of the 
iShares GSCI Trust); Securities Exchange Act Release No. 55585 
(April 5, 2007), 72 FR 18500 (April 12, 2007) (SR-NYSE-2006-75) 
(approving for NYSE listing the iShares GS Commodity Light Energy 
Indexed Trust; iShares GS Commodity Industrial Metals Indexed Trust; 
iShares GS Commodity Livestock Indexed Trust and iShares GS 
Commodity Non-Energy Indexed Trust); Securities Exchange Act Release 
No. 56932 (December 7, 2007), 72 FR 71178 (December 14, 2007) (SR-
NYSEArca-2007-112) (order granting accelerated approval to list 
iShares S&P GSCI Commodity-Indexed Trust); Securities Exchange Act 
Release No. 57456 (March 7, 2008), 73 FR 13599 (March 13, 2008) (SR-
NYSEArca-2007-91) (order granting accelerated approval for NYSE Arca 
listing the iShares S&P GSCI Energy Commodity-Indexed Trust; iShares 
S&P GSCI Natural Gas Commodity-Indexed Trust; iShares S&P GSCI 
Industrial Metals Commodity-Indexed Trust; iShares S&P GSCI Light 
Energy Commodity-Indexed Trust; iShares S&P GSCI Livestock 
Commodity-Indexed Trust; and iShares S&P GSCI Non-Energy Commodity-
Indexed Trust).
    \10\ See Securities Exchange Act Release No. 55125 (January 18, 
2007), 72 FR 3462 (January 25, 2007) (SR-NYSEArca-2006-87); 
Securities Exchange Act Release No. 57017 (December 20, 2007), 72 FR 
73955 (December 28, 2007) (SR-NYSEArca-2007-108).
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Proposed Revision to Commentary .02 to Rule 8.200
    Shares of each Fund will be generally subject to the rules that 
apply to TIRs. The Exchange also proposes to revise Commentary .02 to 
Rule 8.200 in order to permit the listing and trading of TIRs directly 
holding Financial Instruments. Current Commentary .02 to Rule 8.200 
permits the Exchange to list and trade TIRs, including trading on a UTP 
basis, where the underlying trust, partnership, commodity pool or other 
similar entity holds ``Investment Shares.'' \11\ The term ``Investment 
Shares'' is defined in Commentary .02(b)(1) as a security (a) that is 
issued by a trust, partnership, commodity pool or other similar entity 
that invests in any combination of futures contracts, options on 
futures contracts, forward contracts, commodities, swaps or high credit 
quality short-term fixed income securities or other securities; and (b) 
issued and redeemed daily at net asset value in amounts correlating to 
the number of receipts created and redeemed in a specified aggregate 
minimum number. As a result, a TIR that is listed or UTP-traded 
pursuant to current Commentary .02 to Rule 8.200 is required to be in 
the form of a ``master-feeder'' structure, whereby the listed or UTP-
traded security holds or invests in the security of the fund that is 
investing in the Financial Instruments. This proposal would provide an 
alternative for issuers so that a security may be listed and traded, 
including UTP-traded, on the Exchange that directly invests in or holds 
Financial Instruments rather than through an additional security of a 
fund.
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    \11\ See Securities Exchange Act Release No. 53736 (April 27, 
2006), 71 FR 26582 (May 5, 2006 (SR-PCX-2006-22).
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    The proposal will expand the application of Commentary .02 to Rule 
8.200 to both Investment Shares and Financial Instruments. Accordingly, 
new Commentary .02(b)(4) to Rule 8.200 would be added to define 
``Financial Instrument'' as any combination of cash, securities, 
options on securities and indices, futures contracts, options on 
futures contracts, forward contracts, equity caps, collars and floors 
and swap agreements. Throughout Commentary .02 to Rule 8.200, the term 
``Financial Instrument'' will be added to ``Investment Shares'' 
indicating that TIRs directly holding Financial Instruments may be 
listed and traded, including UTP-traded, on the Exchange.
    Additional information regarding the Underlying Indexes, the 
Commodities Benchmarks, the Currencies Benchmarks, the structure and 
investment objective of the Funds, the portfolio investment 
methodology, investment techniques, creation and redemption of Shares 
is provided in the Amex Proposal.
Availability of Information Regarding the Shares
    According to the Amex Proposal, the Web sites for the Funds and/or 
the Amex, which are publicly accessible at no charge, will contain the 
following information: (a) The current NAV per Share daily and the 
prior business day's NAV per Share and the reported closing price; (b) 
the mid-point of the bid-ask price in relation to the NAV per Share as 
of the time it is calculated (the ``Bid-Asked Price''); (c) calculation 
of the premium or discount of such price against the NAV per Share; (d) 
data in chart form displaying the frequency distribution of discounts 
and premiums of the Bid-Ask Price against the NAV per Share, within 
appropriate ranges for each of the four (4) previous calendar quarters; 
(e) the Prospectus; and (f) other applicable quantitative information.
    The NAV per Share will be calculated and disseminated daily. The 
Amex will disseminate for the Funds on a daily basis by means of CTA/CQ 
High Speed Lines information with respect to the corresponding 
``Indicative Value'' (as discussed below), recent NAV per Share and 
Shares outstanding. The Amex will also make available on its Web site 
(http://www.amex.com) daily trading volume of the Shares, closing 
prices of the Shares, and the NAV per Share. The closing price and 
settlement prices of the futures contracts held by the Funds are also 
readily available from the Chicago Mercantile Exchange (``CME''), New 
York Mercantile Exchange (``NYMEX''), Chicago Board of Trade 
(``CBOT''), Intercontinental Exchange/New York Board of Trade (``ICE/
NYBOT''), London Metal Exchange (``LME''), automated quotation systems, 
published or other public sources, or on-line information services such 
as Bloomberg or Reuters. Real-time dissemination of spot pricing for 
gold, silver, euro and Japanese yen is available on a 24-hour basis 
worldwide from various major market data vendors.
Portfolio Disclosure
    Each Fund's total portfolio composition will be disclosed on the 
Web site of the Trust (http://www.proshares.com) or another relevant 
Web site as determined by the Trust and/or the Amex. The Trust will 
provide Web site disclosure of portfolio holdings daily and will 
include, as applicable, the names and number of Financial Instruments 
and characteristics of such instruments, cash equivalents and amount of 
cash held in the portfolio of each Fund. This public Web site 
disclosure of the portfolio composition of each Fund will occur at the 
same time as the disclosure by the Managing Owner of the portfolio 
composition to Authorized Participants, so that all market participants 
are provided portfolio composition

[[Page 42394]]

information at the same time. Therefore, the same portfolio information 
will be provided on the public Web site as well as in electronic files 
provided to Authorized Participants. Accordingly, each investor will 
have access to the current portfolio composition of each Fund through 
the Trust's Web site, at http://www.proshares.com, and/or at the Amex's 
Web site.
Availability of Information About the Underlying Benchmarks
    The daily closing index value and the percentage change in the 
daily closing index value for each Underlying Index will be publicly 
available on various Web sites, e.g., http://www.ino.com and http://www.finance.yahoo.com. Data regarding each Underlying Index is also 
available from the respective index provider to subscribers. In 
addition, data is also available regarding the underlying component 
commodities of each Underlying Index from those futures exchanges that 
list and trade futures contracts on those commodities. Several 
independent data vendors also package and disseminate index data in 
various value-added formats (including vendors displaying both index 
constituents and index levels and vendors displaying index levels 
only).
    Data regarding spot pricing of the Underlying Commodities (gold and 
silver) is publicly available on a 24-hour basis from various financial 
information service providers, such as Reuters and Bloomberg. In 
addition, the daily London fix for gold and silver is also disseminated 
by various market data vendors and is available from the London Bullion 
Market Association (``LBMA'') Web site at http://www.lbma.org.uk.
    Data regarding futures contracts and options on futures contracts 
in connection with the Underlying Commodities is also available from 
the NYMEX at http://nymex.com. There is considerable public price and 
data information regarding the Underlying Currencies (euro and Japanese 
yen). Spot pricing related to foreign exchange is available to 
investors and market professionals on a 24-hour basis. A variety of 
public Web sites and professional and subscription services provide 
market and price information regarding the euro and the yen. Current 
spot prices are also generally available from foreign exchange dealers.
    The value of each Underlying Benchmark will be updated intra-day on 
a real time basis as its components change in price.
Dissemination of Net Asset Value and Indicative Value
    The Administrator calculates and disseminates, once each trading 
day, the NAV per Share to market participants. The Amex Proposal 
represents that the Amex will obtain a representation (prior to listing 
of the Funds) from the Trust that the NAV per Share will be calculated 
daily and made available to all market participants at the same time. 
In addition, the Administrator causes to be made available on a daily 
basis the corresponding Cash Deposit Amounts to be deposited in 
connection with the issuance of the respective Shares.
    In order to provide updated information relating to the Fund for 
use by investors, professionals and persons wishing to create or redeem 
the Shares, the Amex will disseminate an updated Indicative Value. The 
Indicative Value will be disseminated on a per Share basis at least 
every 15 seconds during regular Amex trading hours of 9:30 a.m. to 4 
p.m. ET. The Indicative Value will be calculated based on the cash 
required for creations and redemptions for a Fund adjusted to reflect 
the price changes of the Financial Instruments.
Trading Rules
    The Exchange deems the Shares to be equity securities, thus 
rendering trading in the Shares subject to the Exchange's existing 
rules governing the trading of equity securities. Trading in the Shares 
on the Exchange will occur in accordance with NYSE Arca Equities Rule 
7.34(a). The Exchange has appropriate rules to facilitate transactions 
in the Shares during this time. The minimum trading increment for 
Shares on the Exchange will be $0.01.
    Further, NYSE Arca Equities Rule 8.200, Commentary .02 sets forth 
certain restrictions on equity trading permit holders (``ETP Holders'') 
acting as registered Market Makers in Trust Issued Receipts to 
facilitate surveillance. Rule 8.200, Commentary .02(e)(3) requires that 
the ETP Holder acting as a registered Market Maker in the Shares 
provide the Exchange with information relating to its trading in the 
applicable physical asset or commodity, related futures or options on 
futures, or any other related derivatives as may be requested. NYSE 
Arca Equities Rule 8.200, Commentary .02(e)(4) prohibits the ETP Holder 
acting as a registered Market Maker in the Shares from using any 
material nonpublic information received from any person associated with 
an ETP Holder or employee of such person regarding trading by such 
person or employee in the applicable underlying physical asset or 
commodity, related futures or options on futures, or any other related 
derivative (including the TIRs). In addition, NYSE Arca Equities Rule 
8.200, Commentary .02(e)(1) prohibits the ETP Holder acting as a 
registered Market Maker in the Shares from being affiliated with a 
market maker in the applicable physical asset or commodity, related 
futures or any other related derivatives unless adequate information 
barriers are in place, as provided in NYSE Arca Equities Rule 7.26.
    As a general matter, the Exchange has regulatory jurisdiction over 
its ETP Holders and any person or entity controlling an ETP Holder. The 
Exchange also has regulatory jurisdiction over a subsidiary or 
affiliate of an ETP Holder that is in the securities business. A 
subsidiary or affiliate of an ETP Holder that does business only in 
commodities or futures contracts would not be subject to Exchange 
jurisdiction, but the Exchange could obtain certain information 
regarding the activities of such subsidiary or affiliate through 
surveillance sharing agreements with regulatory organizations of which 
such subsidiary or affiliate is a member.
Surveillance
    The Exchange intends to utilize its existing surveillance 
procedures applicable to derivative products, including TIRs, 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 and applicable federal securities laws.
    The Exchange's current trading surveillances focus on detecting 
securities trading outside their normal patterns. When such situations 
are detected, surveillance analysis follows and investigations are 
opened, where appropriate, to review the behavior of all relevant 
parties for all relevant trading violations. The Exchange is able to 
obtain information regarding trading in the Shares, and certain of the 
Financial Instruments held by TIRs including securities, options on 
securities and indices, commodities, futures contracts, and options on 
futures contracts, through ETP Holders, in connection with such ETP 
Holders' proprietary or customer trades which they effect on any 
relevant market. The Exchange currently has in place comprehensive 
surveillance sharing agreements with ICE, LME and NYMEX for the purpose 
of providing information in connection with trading in or related to 
futures contracts traded on their

[[Page 42395]]

respective exchanges comprising the Underlying Benchmarks. The Exchange 
also notes that CBOT, CME and NYBOT are members of the Intermarket 
Surveillance Group (``ISG'').
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its 
ETP Holders in an Information Bulletin of the special characteristics 
and risks associated with trading the Shares, including risks inherent 
with trading the Shares during the Opening and Late Trading Sessions 
when the updated Indicative Value is not calculated and disseminated 
and suitability recommendation requirements.
    Specifically, the Information Bulletin will discuss the following: 
(1) The procedures for purchases and redemptions of Shares in Baskets; 
(2) NYSE Arca Equities Rule 9.2(a),\12\ which imposes a duty of due 
diligence on its ETP Holders to learn the essential facts relating to 
every customer prior to trading the Shares; (3) how information 
regarding the Indicative Value is disseminated; (4) the requirement 
that ETP Holders deliver a prospectus to investors purchasing newly 
issued Shares prior to or concurrently with the confirmation of a 
transaction; and (5) trading information. For example, the Information 
Bulletin will advise ETP Holders, prior to the commencement of trading, 
of the prospectus delivery requirements applicable to the Trust. The 
Exchange notes that investors purchasing Shares directly from the Funds 
(by delivery of the Basket Amount) will receive a prospectus. ETP 
Holders purchasing Shares from the Trust for resale to investors will 
deliver a prospectus to such investors.
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    \12\ NYSE Arca Equities Rule 9.2(a) (``Diligence as to 
Accounts'') provides that ETP Holders, before recommending a 
transaction, must have reasonable grounds to believe that the 
recommendation is suitable for the customer based on any facts 
disclosed by the customer as to his other security holdings and as 
to his financial situation and needs. Further, the proposed rule 
amendment provides, with a limited exception, that prior to the 
execution of a transaction recommended to a non-institutional 
customer, the ETP Holders shall make reasonable efforts to obtain 
information concerning the customer's financial status, tax status, 
investment objectives, and any other information that they believe 
would be useful to make a recommendation. See Securities Exchange 
Act Release No. 54045 (June 26, 2006), 71 FR 37971 (July 3, 2006) 
(SR-PCX-2005-115).
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    In addition, the Information Bulletin will reference that the Trust 
is subject to various fees and expenses described in each Fund's 
Registration Statement. The Information Bulletin will also reference 
the fact that there is no regulated source of last sale information 
regarding physical commodities, that the Commission has no jurisdiction 
over the trading of physical commodities or the futures contracts on 
which the value of the Shares is based.
Trading Halts
    The Exchange represents that it will cease trading the Shares of 
the Funds if the listing market stops trading the Shares because of a 
regulatory halt similar to a halt based on NYSE Arca Equities Rule 
7.12. UTP trading in the Shares will also be governed by the trading 
halt provisions of NYSE Arca Equities Rule 7.34, relating to temporary 
interruptions in the calculation or wide dissemination of the 
Indicative Value or the value of the underlying index, as applicable.
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares. Trading may be halted because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in the Shares inadvisable. These may include: (1) The extent to 
which trading is not occurring in the underlying securities; or (2) 
whether other unusual conditions or circumstances detrimental to the 
maintenance of a fair and orderly market are present.
    If the Exchange becomes aware that the NAV for a Fund is not 
disseminated to all market participants at the same time, it will halt 
trading until such time as the NAV is available to all market 
participants.
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the 
Exchange Act \13\ in general and furthers the objectives of Section 
6(b)(5) \14\ in particular in that it is designed to prevent fraudulent 
and manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in regulating, clearing, settling, processing 
information with respect to, and facilitating transaction in 
securities, and, in general to protect investors and the public 
interest. The Exchange believes that the proposal will facilitate the 
listing and trading of additional types of commodity and currency-based 
investments that will enhance competition among market participants, to 
the benefit of investors and the marketplace.
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    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(5).
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    In addition, the proposed rule change is consistent with Rule 12f-5 
under the Exchange Act \15\ because it deems the Shares to be equity 
securities, thus rendering the Shares subject to the Exchange's rules 
governing the trading of equity securities.
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    \15\ 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 has neither solicited nor received written comments on 
the proposed rule change.

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

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \16\ and Rule 19b-4(f)(6) thereunder.\17\ 
Because the proposed rule change does not: (i) Significantly affect the 
protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative prior to 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, if consistent with the protection of 
investors and the public interest, the proposed rule change has become 
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.\18\
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    \16\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \17\ 17 CFR 240.19b-4(f)(6).
    \18\ Rule 19b-4(f)(6) also requires the Exchange to give the 
Commission written notice of its intent to file the proposed rule 
change along with a brief description and text of the proposed rule 
change, at least five business days prior to the date of filing of 
the proposed rule change, or such shorter time as designated by the 
Commission. The Exchange has satisfied the pre-filing requirement.
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    The Exchange has asked the Commission to waive the 30-day operative 
delay, provided that the proposed rule change will not be operative 
prior to the Commission approval of the Amex Proposal. The Exchange 
believes the waiver of this period is necessary to permit the Exchange 
to begin trading the Shares at the time trading in the Shares begins on 
the Amex. The Commission believes such waiver is consistent with the 
protection of investors and the public interest because the Exchange's 
proposal is nearly identical to the Amex Proposal, which has been 
subject to a full notice-and-comment period and

[[Page 42396]]

approved by the Commission.\19\ The Exchange's proposal raises no novel 
or substantial issues and should benefit investors by creating, without 
undue delay, additional competition in the market for the Shares. For 
these reasons, the Commission designates the proposal to be operative 
simultaneous with the Amex Proposal.\20\
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    \19\ See supra note 6.
    \20\ For purposes only of waiving this designation, the 
Commission has considered the proposed rule's impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission may summarily abrogate such rule change if it 
appears to the Commission that such action is necessary or appropriate 
in the public interest, for the protection of investors, or otherwise 
in furtherance of the purposes of the Act.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send e-mail to [email protected]. Please include File 
Number SR-NYSEArca-2008-73 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2008-73. 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 will also 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-2008-73 and should 
be submitted on or before August 11, 2008.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\21\
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    \21\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-16592 Filed 7-18-08; 8:45 am]
BILLING CODE 8010-01-P