[Federal Register Volume 74, Number 86 (Wednesday, May 6, 2009)]
[Notices]
[Pages 21041-21046]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-10445]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-59835; File No. SR-NYSEArca-2009-30]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change and Amendment No. 1 Thereto Relating to the 
Adoption of Listing Standards for Managed Trust Securities and the 
Listing and Trading of Shares of the iShares[supreg] Diversified 
Alternatives Trust

April 28, 2009.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ notice 
is hereby given that, on April 9, 2009, NYSE Arca, Inc. (``NYSE Arca'' 
or ``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the Exchange. On April 
24, 2009, the Exchange filed Amendment No. 1 to the proposed rule 
change. The Commission is publishing this notice to solicit comments on 
the proposed rule change, as amended, from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange, through its wholly owned subsidiary NYSE Arca 
Equities, Inc. (``NYSE Arca Equities'' or ``Corporation''), proposes 
new NYSE Arca Equities Rule 8.700 (``Managed Trust Securities''). The 
Exchange also proposes to list and trade shares (``Shares'') of the 
iShares[supreg] Diversified Alternatives Trust (``Trust'') pursuant to 
this rule. The Exchange also proposes to amend NYSE Arca Equities Rule 
7.34 and its Listing Fees to add references to proposed NYSE Arca 
Equities Rule 8.700. The text of the proposed rule change is available 
on the Exchange's Web site at http://www.nyse.com, at the Exchange's 
principal office and at the Commission's Public Reference Room.\3\
---------------------------------------------------------------------------

    \3\ E-mail from Sudhir Bhattacharyya, Vice President--Legal, 
NYSE Euronext, to Edward Y. Cho, Special Counsel, Division of 
Trading and Markets, Commission, dated April 21, 2009 (``Exchange 
Confirmation'').
---------------------------------------------------------------------------

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 self-regulatory organization 
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 those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

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

1. Purpose
    The Exchange proposes new NYSE Arca Equities Rule 8.700 for the 
purpose of permitting the listing and trading, or trading pursuant to 
unlisted trading privileges (``UTP'') of Managed Trust Securities 
issued by a trust that is a commodity pool as defined in the Commodity 
Exchange Act (``CEA'') and regulations thereunder, and that is managed 
by a commodity pool operator (``CPO'') registered with the Commodity 
Futures Trading Commission (``CFTC'') and registered under the 
Securities Act of 1933, as amended. The trust would hold long and/or 
short positions in exchange traded futures and/or currency forward 
contracts as selected by the trust's advisor consistent with the 
trust's objectives, which would only include exchange traded futures 
contracts involving commodities, currencies, stock indices, fixed 
income indices, interest rates and sovereign, private and mortgage or 
asset backed debt instruments as disclosed in the trust's prospectus, 
as such may be amended from time to time. In addition, such shares 
would be issuable and redeemable continuously in specified aggregate 
amounts at net asset value (``NAV'').\4\ The Exchange also proposes to 
amend NYSE Arca Equities Rule 7.34 (Trading Sessions) to reference 
securities described in proposed Rule 8.700 in Rule 7.34(a)(3)(A) 
relating to hours of the Exchange's Core Trading Session, in Rule 
7.34(a)(4)(A) relating to trading halts for trading pursuant to UTP 
during the Exchange's Opening Session, and in Rule 7.34(a)(5) relating 
to trading halts when the NAV and/or ``Disclosed Portfolio'' is not 
being disseminated to all market participants at the same time.\5\ In 
addition, the Exchange proposes to amend its listing fees by 
incorporating the securities described in proposed Rule 8.700 in the 
term ``Derivative Securities Products.''
---------------------------------------------------------------------------

    \4\ The Commission has previously approved NYSE Arca Equities 
rules to list and trade products based on or related to commodities. 
See Securities Exchange Act Release No. 57838 (May 20, 2008), 73 FR 
30649 (May 28, 2008) (SR-NYSEArca-2008-09) (approving new NYSE Arca 
Equities Rule 8.204 ``Commodity Futures Trust Shares'' for to list 
and trade the AirShares EU Carbon Allowances Fund); Securities 
Exchange Act Release No. 54025 (June 21, 2006), 71 FR 36856 (June 
28, 2006) (SR-NYSEArca-2006-12) (approving new NYSE Arca Equities 
Rule 8.203 ``Commodity-Indexed Trust Shares'' for trading pursuant 
to UTP the iShares GSCI Commodity-Indexed Trust); Securities 
Exchange Act Release No. 51067 (January 21, 2005), 70 FR 3952 
(January 27, 2005) (SR-PCX-2004-132) (approving new NYSE Arca 
Equities Rule 8.201 ``Commodity-Based Trust Shares'' for trading 
pursuant to UTP the iShares COMEX Gold Trust); Securities Exchange 
Act Release No. 56041 (July 11, 2007), 72 FR 39114 (July 17, 2007) 
(SR-NYSEArca-2007-43) (approving listing of shares of iShares COMEX 
Gold Trust pursuant to NYSE Arca Equities Rule 8.201); Securities 
Exchange Act Release No. 53875 (May 25, 2006), 71 FR 32164 (June 2, 
2006) (SR-NYSEArca-2006-11) (approving new NYSE Arca Equities Rule 
8.300 ``Partnership Shares'' for trading pursuant to UTP the United 
States Oil Fund, LP); Securities Exchange Act Release No. 53736 
(April 27, 2006), 71 FR 26582 (May 5, 2006) (SR-PCX-2006-22) 
(approving new Commentary .02 to NYSE Arca Equities Rule 8.200 
``Investment Shares'' for trading pursuant to UTP the DB Commodity 
Index Tracking Fund); Securities Exchange Act Release No. 58162 
(July 15, 2008), 73 FR 42391 (July 21, 2008) (SR-NYSEArca-2008-73) 
(approving new NYSE Arca Equities Rule 8.200 ``Trust Issued 
Receipts'').
    \5\ See Exchange Confirmation, supra note 3.
---------------------------------------------------------------------------

    Pursuant to this proposed rule change, the Exchange proposes to 
list and trade the Shares of the Trust. The

[[Page 21042]]

Shares represent ownership of a fractional undivided beneficial 
interest in the net assets of the Trust. The Trust will be a commodity 
pool, as defined in the CEA and the applicable rules of the CFTC, and 
will be formed as a Delaware statutory trust.\6\ Barclays Global 
Investors International, Inc., a Delaware corporation and an indirect 
subsidiary of Barclays Bank PLC, will serve as Sponsor of the Trust. 
The Sponsor has been registered under the CEA since October 13, 2005. 
The Sponsor will serve as the CPO of the Trust. The Sponsor is 
registered as a CPO under the CEA and is a member of the National 
Futures Association (``NFA'').
---------------------------------------------------------------------------

    \6\ The Trust is not an investment company registered under the 
Investment Company Act of 1940, according to the Registration 
Statement on Form S-1 for the Trust, which was filed with the 
Commission on August 20, 2008 (File No. 333-153099) (``Registration 
Statement''). The information in this proposed rule change is based 
upon representations in the Registration Statement.
---------------------------------------------------------------------------

    The Shares will conform to the initial and continued listing 
criteria under proposed Rule 8.700.
    The Trust is required to comply with Rule 10A-3 under the Act for 
the initial and continued listing of the Shares.\7\
---------------------------------------------------------------------------

    \7\ 17 CFR 240.10A-3. Rule 10A-3(e)(3) provides that, in the 
case of a listed limited partnership or limited liability company 
where such entity does not have a board of directors or equivalent 
body, the term ``board of directors'' means the board of directors 
of the managing general partner, managing member or equivalent body. 
The Trust itself has no employees or board of directors and its 
operations are conducted by the Trustee, subject to the direction of 
the Sponsor. Accordingly, the Trust has designated a committee of 
the board of directors of the Sponsor to act as the audit committee 
of the Trust for Rule 10A-3 purposes. The Sponsor's role under the 
governing documents of the Trust makes the Sponsor analogous to the 
managing member of a limited liability company. The Exchange 
believes it is reasonable to interpret Rule 10A-3(e)(3) as 
permitting a trust to utilize a committee of the board of directors 
of its sponsor as the trust's audit committee for purposes of 
compliance with Rule 10A-3, provided that the sponsor's role with 
respect to the trust is analogous to the relationship between a 
managing member and a limited liability company.
---------------------------------------------------------------------------

Proposed Listing Rules
    Proposed Definition. Proposed Rule 8.700(c)(1) defines a ``Managed 
Trust Security'' as a security that is registered under the Securities 
Act of 1933, as amended (a) is issued by a trust that (i) is a 
commodity pool as defined in the CEA and regulations thereunder, and 
that is managed by a CPO registered with the CFTC, and (ii) holds long 
and/or short positions in exchange-traded futures contracts and/or 
currency forward contracts selected by the trust's advisor consistent 
with the trust's investment objectives,\8\ which would only include 
exchange-traded futures contracts involving commodities, currencies, 
stock indices, fixed income indices, interest rates and sovereign, 
private and mortgage or asset backed debt instruments \9\ and/or 
forward contracts on specified currencies, as disclosed in the trust's 
prospectus as such may be amended from time to time (b) is issued and 
redeemed continuously in specified aggregate amounts at the next 
applicable net asset value.
---------------------------------------------------------------------------

    \8\ It should be noted that the trust holdings will be actively 
managed in accordance with the trust's investment objectives; 
therefore, products listed under proposed Rule 8.700 are ineligible 
for listing under any other existing Exchange rule (e.g., Rules 
8.203 and 8.204).
    \9\ E-mail from Sudhir Bhattacharyya, Vice President-Legal, NYSE 
Euronext, to Edward Y. Cho, Special Counsel, Division of Trading and 
Markets, Commission, dated April 8, 2009 (confirming that the trust 
may only hold exchange-traded futures contracts on sovereign, 
private, and mortgage- or asset-backed debt and not the debt 
itself).
---------------------------------------------------------------------------

    Proposed Rule 8.700(c)(2) defines ``Disclosed Portfolio'' as the 
identities and quantities of the assets held by the trust that will 
form the basis for the trust's calculation of the net asset value at 
the end of the business day. Proposed Rule 8.700(c)(3) defines 
``Intraday Indicative Value'' as the estimated indicative value of a 
Managed Trust Security based on current information regarding the value 
of the assets in the Disclosed Portfolio. Finally, Proposed Rule 
8.700(c)(4) defines ``Reporting Authority'' as, in respect of a 
particular series of Managed Trust Security, the Corporation,\10\ an 
institution, or a reporting or information service designated by the 
trust or the Corporation or by the exchange that lists a particular 
series of Managed Trust Security (if the Corporation is trading such 
series pursuant to unlisted trading privileges) as the official source 
for calculating and reporting information relating to such series, 
including, but not limited to, the (i) Intraday Indicative Value, (ii) 
the Disclosed Portfolio, (iii) the amount of any cash distribution to 
holders of Managed Trust Security, (iv) net asset value, or (v) other 
information relating to the issuance, redemption, or trading of Managed 
Trust Security. A series of Managed Trust Security may have more than 
one Reporting Authority, each having different functions.
---------------------------------------------------------------------------

    \10\ See Exchange Confirmation, supra note 3.
---------------------------------------------------------------------------

    Designation. Proposed Rule 8.700(d) provides that the Corporation 
\11\ may trade, either by listing or pursuant to UTP, Managed Trust 
Securities that are based on an underlying portfolio of exchange-traded 
futures and/or currency forward contracts. Each issue of Managed Trust 
Securities would be designated as a separate trust or series and would 
be identified by a unique symbol.
---------------------------------------------------------------------------

    \11\ See id.
---------------------------------------------------------------------------

    Proposed Initial and Continued Listing Criteria. The Managed Trust 
Securities will be subject to the criteria for listing and trading set 
forth in proposed Rule 8.700(e).
    Proposed Rule 8.700(e)(1) provides that each series of Managed 
Trust Securities will be listed and traded on the Corporation subject 
to application of the initial listing criteria. Proposed Rule 
8.700(e)(1)(A) provides that the Corporation \12\ will establish a 
minimum number of Managed Trust Securities that will be required to be 
outstanding at the time of commencement of trading. In addition, 
proposed Rule 8.700(e)(1)(B) provides that the Corporation \13\ will 
obtain a representation from the issuer of each series of Managed Trust 
Securities that the net asset value for the series will be calculated 
daily and that the net asset value and Disclosed Portfolio will be made 
available to all market participants at the same time.\14\
---------------------------------------------------------------------------

    \12\ See id.
    \13\ See id.
    \14\ See id.
---------------------------------------------------------------------------

    Proposed Rule 8.700(e)(2) provides that each series of Managed 
Trust Securities will be listed and traded subject to application of 
the following continued listing criteria: (1) The Intraday Indicative 
Value for Managed Trust Securities will be widely disseminated by one 
or more major market data vendors at least every 15 seconds during the 
time when the Managed Trust Securities trade on the Corporation; (2) 
the Disclosed Portfolio will be disseminated at least once daily and 
will be made available to all market participants at the same time; 
\15\ and (3) the Reporting Authority that provides the Disclosed 
Portfolio must implement and maintain, or be subject to, procedures 
designed to prevent the use and dissemination of material, non-public 
information regarding the actual components of the portfolio.
---------------------------------------------------------------------------

    \15\ See id.
---------------------------------------------------------------------------

    The proposed continued listing criteria in proposed Rule 
8.700(e)(2)(C) provides for the suspension of trading in or removal 
from listing of the Managed Trust Securities under any of the following 
circumstances:
     If, following the initial twelve (12) month period 
beginning upon the commencement of trading of the Shares: (a) the trust 
has fewer than 50,000 Shares issued and outstanding; or (b) if the 
market value of all Shares is less than $1,000,000; or (c) if there are 
fewer than 50 record and/or beneficial holders

[[Page 21043]]

of the Shares for 30 consecutive trading days; or
     If the Intraday Indicative Value for the trust is no 
longer calculated or available or the Disclosed Portfolio is not made 
available to all market participants at the same time;
     If the trust issuing the Managed Trust Securities has 
failed to file any filings required by the Commission or if the 
Corporation is aware that the trust is not in compliance with the 
conditions of any exemptive order or no-action relief granted by the 
Commission to the trust with respect to the series of Managed Trust 
Securities; or
     If such other event shall occur or condition exists which 
in the opinion of the Corporation \16\ makes further dealings on the 
Exchange inadvisable.
---------------------------------------------------------------------------

    \16\ See id.
---------------------------------------------------------------------------

    Proposed Rule 8.700(e)(2)(D) provides that, if the Intraday 
Indicative Value of a series of Managed Trust Securities is not being 
disseminated as required, the Corporation may halt trading during the 
day in which the interruption to the dissemination of the Intraday 
Indicative Value occurs. If the interruption to the dissemination of 
the Intraday Indicative Value persists past the trading day in which it 
occurred, the Corporation will halt trading no later than the beginning 
of the trading day following the interruption. If a series of Managed 
Fund Shares is trading on the Corporation pursuant to UTP, the 
Corporation will halt trading in that series as specified in NYSE Arca 
Equities Rule 7.34(a), as proposed to be amended. In addition, if the 
Exchange becomes aware that the NAV or the Disclosed Portfolio with 
respect to a series of Managed Fund Shares is not disseminated to all 
market participants at the same time, it will halt trading in such 
series until such time as the NAV or the Disclosed Portfolio is 
available to all market participants.
    Proposed Rule 8.700(e)(2)(E) provides that the Corporation will 
remove the Managed Trust Securities from listing upon termination of 
the trust.\17\
---------------------------------------------------------------------------

    \17\ See id.
---------------------------------------------------------------------------

    Proposed Rule 8.700(e)(3) provides that the term of a trust is as 
stated in the trust's prospectus, but that the trust may be terminated 
earlier as may be specified in the prospectus.
    Proposed Rule 8.700(e)(4) sets forth proposed requirements for the 
trustee of a trust: (i) The trustee of a trust must be a trust company 
or banking institution having substantial capital and surplus and the 
experience and facilities for handling corporate trust business. In 
cases where, for any reason, an individual has been appointed as 
trustee, a qualified trust company or banking institution must be 
appointed co-trustee, and (ii) no change is to be made in the trustee 
of a listed issue without prior notice to and approval of the 
Corporation.
    Proposed Rule 8.700(e)(5) provides that voting rights will be as 
set forth in the applicable trust prospectus.
    Proposed Rule 8.700(f) sets forth certain restrictions on ETP 
Holders acting as registered Market Makers in Managed Trust Securities 
to facilitate surveillance. Proposed Rule 8.700(f)(2)-(3) requires that 
the ETP Holder acting as a registered Market Maker in the Managed Trust 
Securities provide the Corporation with necessary information relating 
to its trading in the underlying commodity or applicable currency, 
related futures or options on futures, or any other related 
derivatives.\18\ Proposed Rule 8.700(f)(4) prohibits the ETP Holder 
acting as a registered Market Maker in the Managed Trust Securities 
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 underlying commodity or 
applicable currency, related futures or options on futures or any other 
related derivative (including the Managed Trust Securities).\19\ In 
addition, Proposed Rule 8.700(f)(1) prohibits the ETP Holder acting as 
a registered Market Maker in the Managed Trust Securities from being 
affiliated with a market maker in the underlying commodity or 
applicable currency, related futures or options on futures or any other 
related derivative unless adequate information barriers are in place, 
as provided in Rule 7.26.\20\
---------------------------------------------------------------------------

    \18\ See id.
    \19\ See id.
    \20\ See id.
---------------------------------------------------------------------------

    Proposed Rule 8.700(g) relates to the Corporation's\21\ limitation 
of liability. Proposed Rule 8.700(h) specifically provides that the 
Corporation\22\ will file separate proposals under Section 19(b) of the 
Securities Exchange Act of 1934\23\ before listing and trading separate 
and distinct Managed Trust Securities.
---------------------------------------------------------------------------

    \21\ See id.
    \22\ See id.
    \23\ 15 U.S.C. 78s(b).
---------------------------------------------------------------------------

    Proposed Commentary .01 to Rule 8.700 requires ETP Holders to 
provide all purchasers of newly issued Managed Trust Securities with a 
prospectus. Proposed Commentary .02 to Rule 8.700 provides that trading 
in the Managed Trust Securities will occur during the trading hours 
specified in NYSE Arca Equities Rule 7.34. Proposed Commentary .03 to 
Rule 8.700 provides that the Corporation's rules governing the trading 
of equity securities apply. Proposed Commentary .04 to Rule 8.700 
provides that the Corporation will implement written surveillance 
procedures for Managed Trust Securities. Lastly, proposed Commentary 
.05 to new Rule 8.700 provides that, if the trust's advisor is 
affiliated with a broker-dealer, the broker-dealer shall erect a ``fire 
wall'' around the personnel who have access to information concerning 
changes and adjustments to the Disclosed Portfolio. In addition, 
proposed Commentary .05 further requires that personnel who make 
decisions on the trust's portfolio composition must be subject to 
procedures designed to prevent the use and dissemination of material 
non-public information regarding the trust's portfolio.
Amendments to NYSE Arca Equities Rule 7.34
    The Exchange proposes to amend Rule 7.34(a)(3) to add Managed Trust 
Securities to the list of securities for which the Core Trading Session 
on the Exchange concludes at 1:15 p.m., Pacific Time. In addition, 
Managed Trust Securities would be included under ``Derivative 
Securities Products'' for purposes of Rule 7.34(a)(4) relating to 
trading halts for trading pursuant to UTP of Derivative Securities 
Products on the Exchange. The Exchange also proposes to amend Rule 
7.34(a)(4) to correct the punctuation at the end of the provision. 
Further, the Exchange proposed to amend Rule 7.34(a)(5) to add Managed 
Trust Securities to the list of securities for which a trading halt 
will occur when the NAV and/or ``Disclosed Portfolio'' is not being 
disseminated to all market participants at the same time.\24\
---------------------------------------------------------------------------

    \24\ See Exchange Confirmation, supra note 3.
---------------------------------------------------------------------------

Amendments to Listing Fees
    The Exchange proposes to add Managed Trust Securities to the 
securities included under the term ``Derivative Securities Products'' 
in note 3 of the NYSE Arca Equities listing fee schedule.
Description of the Trust
    Barclays Global Investors, N.A., an affiliate of the Sponsor or a 
successor trustee, will be the trustee (the ``Trustee'') of the Trust. 
The Trust will be governed by the trust agreement (the ``Trust 
Agreement'') among the Sponsor, the Trustee and the Delaware 
Trustee.\25\

[[Page 21044]]

The Trust Agreement will set out the rights of the registered holders 
of the Shares and the rights and obligations of the Sponsor, the 
Trustee and the Delaware Trustee. The Trustee will be responsible for 
the day-to-day administration of the Trust, including (1) processing 
orders for the creation and redemption of Baskets and (2) calculating 
the net asset value of the Trust on each Business Day. The Trustee will 
have the authority to delegate some of its responsibilities under the 
Trust Agreement to a Trust Administrator or agent. Initially, State 
Street Bank & Trust Company, a banking corporation organized under the 
laws of Massachusetts, will serve as the Trust Administrator. The 
Trustee will delegate the valuation of certain assets of the Trust for 
the purposes of the daily calculation of the net asset value of the 
Trust and the remainder of its day-to-day administrative 
responsibilities to the Trust Administrator.\26\
---------------------------------------------------------------------------

    \25\ Wilmington Trust Company, a Delaware banking corporation, 
will serve as the Delaware Trustee of the Trust. The Delaware 
Trustee will not be entitled to exercise any of the powers, or have 
any of the duties or responsibilities, of the Trustee. The Delaware 
Trustee will be a trustee of the Trust for the sole and limited 
purpose of fulfilling the requirements of the Delaware Statutory 
Trust Act.
    \26\ Terms relating to operation of the Trust, referred to, but 
not defined herein, are defined in the Registration Statement.
---------------------------------------------------------------------------

    Barclays Global Fund Advisors (the ``Advisor'') will serve as the 
commodity trading advisor (``CTA'') of the Trust. The CTA has been 
registered with the CFTC as a CTA since April 5, 1993, and is a member 
of the National Futures Association in such capacity.
    According to the Registration Statement, the investment objective 
of the Trust will be to maximize absolute returns from its portfolio of 
(i) exchange-traded futures contracts involving commodities, 
currencies, certain eligible stock and/or bond indices, interest rates 
and sovereign, private and mortgage- or asset-backed debt instruments 
\27\ and/or (ii) certain currency forward contracts in the top 25 most 
liquid or actively traded currencies measured by turnover in the most 
recent BIS Central Bank Survey, each as disclosed in the Trust's 
prospectus as such may be amended from time to time, while seeking to 
reduce the risks and volatility inherent in those investments by taking 
long and short positions in historically correlated assets. The Trust 
will also earn interest on the assets used to collateralize its trading 
positions. The return on assets in the portfolio, if any, is not 
intended to track the performance of any index or other benchmark. 
There is no assurance that the Trust will achieve its investment 
objectives.
---------------------------------------------------------------------------

    \27\ See supra note 9.
---------------------------------------------------------------------------

    At the discretion of the Advisor, the Trust may enter into certain 
currency forward contracts of the variety described in the prospectus.
    At the discretion of the Advisor, the Trust may engage in trading 
activities with respect to various exchange-traded futures contracts 
involving commodities, currencies, certain eligible stock and/or bond 
indices, interest rates and sovereign, private and mortgage- or asset-
backed debt instruments \28\ as described further in the Registration 
Statement.
---------------------------------------------------------------------------

    \28\ See id.
---------------------------------------------------------------------------

Description of the Shares
    The Trust will create and redeem Shares from time to time, but only 
by authorized participants in one or more baskets, with each basket 
constituting a block of not less than 25,000 Shares. Additional 
information regarding the Trust and the Shares, including creation and 
redemption procedures, risks, fees and expenses and procedural matters 
related to the Shares is included in the Registration Statement.
    A minimum of 100,000 Shares will be required to be outstanding at 
the start of trading.
Dissemination and Availability of Information About the Underlying 
Assets and the Shares
    The Web site for the Trust at http://www.iShares.com, which is 
publicly accessible at no charge, will contain the following 
information: (1) The prior business day's NAV per Share \29\ and the 
reported closing price; (2) the mid-point of the bid-ask price in 
relation to the NAV per Share as of the time the NAV is calculated 
(``Bid-Ask Price''); \30\ (3) calculation of the premium or discount of 
such price against such NAV per Share; (4) 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; (5) the prospectus and 
the most recent periodic reports filed with the SEC or required by the 
CFTC; \31\ and (6) other applicable quantitative information.
---------------------------------------------------------------------------

    \29\ The most recent end-of-day NAV of the Trust and NAV per 
Share will be published by the Sponsor as of 4 p.m. ET on Reuters 
and/or Bloomberg and on the Trust's Web site at http://www.iShares.com. The end-of-day NAV per Share will also be published 
the following morning on the consolidated tape.
    \30\ The Bid-Ask Price of Shares is determined using the highest 
bid and lowest offer as of the time of calculation of the NAV per 
Share.
    \31\ Monthly account statements conforming to applicable CFTC 
and NFA requirements are posted on the Trust's Web site at http://www.iShares.com. Additional reports may be posted on the Trust's Web 
site in the discretion of the Sponsor or as required by regulatory 
authorities.
---------------------------------------------------------------------------

    The Trust's portfolio holdings (i.e. Disclosed Portfolio) will be 
disclosed on the Trust's Web site daily at http://www.iShares.com. The 
Trust has informed the Exchange that Web site disclosure of portfolio 
holdings will be made daily and will include, as applicable, the name 
identifier and number of each futures contract, the amount and currency 
type of each forward contract and amount of cash held in the portfolio 
of the Trust. The portfolio holdings will be disclosed to all market 
participants via the Trust's Web site at the same time.
    As noted above, the Trust's NAV will be calculated and disseminated 
daily.\32\ The Exchange will disseminate for the Trust on a daily basis 
by means of Consolidated Tape Association CQ High Speed Lines 
information with respect to the recent Trust NAV, Shares outstanding 
and the Basket amount. The Exchange will also make available on its Web 
site daily trading volume, closing prices and the Trust's NAV per 
Share.
---------------------------------------------------------------------------

    \32\ The Exchange will obtain a representation from the Trust 
that the net asset value per share for the Shares will be calculated 
daily and that the net asset value and the Disclosed Portfolio will 
be made available to all market participants at the same time.
---------------------------------------------------------------------------

    Pricing for futures contracts are available from the relevant 
exchange on which such futures contracts trade and pricing for forward 
contracts are available from major market data vendors.
    The Intraday Indicative Value will be widely disseminated by one or 
more major market data vendors at least every 15 seconds during the 
time the Shares trade on the Exchange.
    Information regarding market price and volume of the Shares is and 
will be continually available on a real-time basis throughout the day 
on brokers' computer screens and other electronic services. The 
previous day's closing price and trading volume information will be 
published daily in the financial section of newspapers. Quotation and 
last sale information for the Shares will be available via the 
Consolidated Tape Association high-speed line.
    The current trading price per Share will be published continuously 
as trades occur throughout each trading day on the consolidated tape, 
Reuters and/or Bloomberg.
Trading Halts
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to

[[Page 21045]]

halt or suspend trading in the Shares.\33\ Trading in the Shares will 
be halted if the circuit breaker parameters under NYSE Arca Equities 
Rule 7.12 are reached. Trading may also 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 futures contracts, or 
(2) whether other unusual conditions or circumstances detrimental to 
the maintenance of a fair and orderly market are present. Trading in 
the Shares will be subject to proposed NYSE Arca Equities Rule 
8.700(e)(2)(D), which sets forth circumstances under which trading in 
the Shares may be halted.
---------------------------------------------------------------------------

    \33\ See Commentary .04 to NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

    If a series of Managed Trust Securities is trading on the 
Corporation pursuant to UTP, the Corporation will halt trading in that 
series as specified in Rule 7.34(a). In addition, if the Exchange 
becomes aware that the net asset value with respect to a series of 
Managed Trust Securities is not disseminated to all market participants 
at the same time, it will halt trading in such series until such time 
as the net asset value is available to all market participants.
Trading Rules
    Under proposed Rule 8.700(b), Managed Trust Securities are included 
within the Exchange's definition of ``securities.'' 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. Proposed Commentary .02 to Rule 8.700 provides 
that transactions in Managed Trust Securities will occur during the 
trading hours specified in Rule 7.34. Therefore, in accordance with 
Rule 7.34, the Shares will trade on the NYSE Arca Marketplace from 4 
a.m. to 8 p.m. ET. The Exchange has appropriate rules to facilitate 
transactions in the Shares during all trading sessions.
Surveillance
    The Exchange intends to utilize its existing surveillance 
procedures applicable to derivative products (which will include 
Managed Trust Securities) 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 surveillance focuses 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 may obtain information via the Intermarket 
Surveillance Group (``ISG'') from other exchanges who are members of 
the ISG.\34\ In addition, the Exchange has an Information Sharing 
Agreement in place with New York Mercantile Exchange (``NYMEX''), the 
Kansas City Board of Trade (``KBOT''), ICE Futures and the London Metal 
Exchange (``LME'') for the purpose of providing information in 
connection with trading in or related to futures contracts traded on 
NYMEX, KBOT, ICE Futures and LME. In addition, for components traded on 
exchanges, not more than 10% of the weight of the Trust's portfolio in 
the aggregate shall consist of components whose principal trading 
market is not a member of ISG or is a market with which the Exchange 
does not have a comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    \34\ For a list of current members and affiliate members of ISG, 
see http://www.isgportal.org. The Exchange notes that not all of the 
components of the Trust may trade on exchanges that are currently 
members or affiliate members of ISG.
---------------------------------------------------------------------------

    In addition, the Exchange also has a general policy prohibiting the 
distribution of material, non-public information by its employees.
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its 
ETP Holders in an Information Bulletin (``Bulletin'') of the special 
characteristics and risks associated with trading the Shares. 
Specifically, the Bulletin will discuss the following: (1) The 
procedures for purchases and redemptions of Shares in Baskets (and that 
Shares are not individually redeemable); (2) Rule 9.2(a), which imposes 
a duty of due diligence on its ETP Holders to learn the essential facts 
relating to every customer prior to trading the Shares; (3) the 
requirement that ETP Holders deliver a prospectus to investors 
purchasing newly issued Shares prior to or concurrently with the 
confirmation of a transaction; (4) the risks involved in trading the 
Shares during the Opening and Late Trading Sessions when an updated 
Intraday Indicative Value \35\ will not be calculated or publicly 
disseminated; and (5) trading information.
---------------------------------------------------------------------------

    \35\ See Exchange Confirmation, supra note 3.
---------------------------------------------------------------------------

    In addition, the Bulletin will reference that the Trust is subject 
to various fees and expenses described in the relevant registration 
statement.
    The Bulletin will also reference the fact that there is no 
regulated source of last sale information regarding physical 
commodities and many of the asset classes that the Trust may hold, that 
the Commission has no jurisdiction over the trading of certain futures 
contracts.
    The Bulletin will also discuss any exemptive, no-action and 
interpretive relief granted by the Commission from any rules under the 
Act.
    The Bulletin will also disclose that the NAV for the Shares will be 
calculated after 4:00 p.m. ET each trading day.
2. Statutory Basis
    The basis under the Exchange Act for this proposed rule change is 
the requirement under Section 6(b)(5),\36\ in particular, that an 
exchange have rules that are designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to remove impediments to, and perfect the 
mechanism of a free and open market and, in general, to protect 
investors and the public interest. The Exchange believes that the 
proposal to list and trade the Shares of the Trust will facilitate the 
listing and trading of additional types of exchange-traded products 
that will enhance competition among market participants, to the benefit 
of investors and the marketplace.\37\ In addition, the listing and 
trading criteria set forth in the proposed rules are intended to 
protect investors and the public interest.
---------------------------------------------------------------------------

    \36\ 15 U.S.C. 78f(b)(5).
    \37\ See Exchange Confirmation, supra note 3.
---------------------------------------------------------------------------

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

    No written comments were solicited or received with respect to the 
proposed rule change.

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

    Within 35 days of the date of publication of this notice in the 
Federal

[[Page 21046]]

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

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an e-mail to [email protected]. Please include 
File Number SR-NYSEArca-2009-30 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2009-30. 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 the filing also will be available for 
inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2009-30 and should 
be submitted on or before May 27, 2009.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\38\
---------------------------------------------------------------------------

    \38\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Elizabeth M. Murphy,
Secretary.
[FR Doc. E9-10445 Filed 5-5-09; 8:45 am]
BILLING CODE 8010-01-P