Federal Register / Vol. 75, No. 39 / Monday, March 1, 2010 / Notices 9265 

43 15 U.S.C. 78o–3(b)(5). 

44The Commission notes that, because 

transaction information regarding Asset-Backed 

Securities will not be disseminated, FINRA has not 

proposed any market data fees for this information 

at this time. 

45 15 U.S.C. 78s(b)(2). 46 15 U.S.C. 78s(b)(2). 

47 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

comprehensive transaction information 

regarding the market for Asset-Backed 

Securities. 

The Commission notes that FINRA 

has not proposed to publicly 

disseminate any transaction information 

relating to Asset-Backed Securities at 

this time. FINRA believes that 

information on Asset-Backed Securities 

transactions should be collected and 

analyzed before making any decision 

regarding the utility of such information 

for transparency purposes or the 

consequences of dissemination on this 

market. FINRA has stated that, after a 

period of study, it would file a proposed 

rule change if it determined that its 

study of the trading data provides a 

reasonable basis to seek dissemination 

of transaction information on AssetBacked Securities. The Commission has 

historically been supportive of efforts to 

improve post-trade transparency in the 

fixed income markets and encourages 

FINRA to carry out that study. 

The Commission further finds that the 

proposed fees set forth in Rule 7730 for 

the reporting of transactions in AssetBacked Securities are consistent with 

Section 15A(b)(5) of the Act,43 which 

requires, among other things, that 

FINRA rules provide for the equitable 

allocation of reasonable dues, fees, and 

other charges among members and 

issuers and other persons using any 

facility or system that FINRA operates 

or controls.44

V. Accelerated Approval 

The Commission finds good cause, 

pursuant to Section 19(b)(2) of the 

Act,45 for approving the proposed rule 

change, as modified by Amendment No. 

1 thereto, prior to the 30th day after the 

date of publication of the amended 

proposal in the Federal Register. The 

changes proposed in Amendment No. 1 

are minor and technical in nature or are 

designed to respond to specific concerns 

raised by commenters. Accordingly, the 

Commission finds that good cause exists 

to approve the proposal, as modified by 

Amendment No. 1, on an accelerated 

basis. 

VI. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether Amendment No. 1 to 

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 rulecomments@sec.gov. Please include File 

Number SR–FINRA–2009–065 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–FINRA–2009–065. 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 Web site viewing and 

printing 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 will 

also be available for inspection and 

copying at the principal office of 

FINRA. 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 No. 

SR–FINRA–2009–065 and should be 

submitted on or before March 22, 2010. 

VII. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,46 that the 

proposed rule change (SR–FINRA– 

2009–065), as modified by Amendment 

No.1, be, and hereby is, approved on an 

accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.47

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–4067 Filed 2–26–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61571; File No. SR– 

NYSEAmex–2010–09] 

Self-Regulatory Organizations; NYSE 

Amex LLC; Notice of Filing of 

Proposed Rule Change Amending Its 

Trust Unit Rules and Proposing the 

Listing of the Nuveen Diversified 

Commodity Fund 

February 23, 2010. 

Pursuant to Section 19(b)(1)1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on January 

29, 2010, NYSE Amex LLC (the 

‘‘Exchange’’ or ‘‘NYSE Amex’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

NYSE Amex proposes to amend NYSE 

Amex Rule 1600 et seq., to provide that 

the issuers of Trust Units listed 

thereunder may invest directly in 

commodities and commodity 

derivatives rather than solely in the 

assets of a trust, partnership, limited 

liability company, corporation or other 

similar entity constituted as a 

commodity pool that holds such 

investments. Other minor changes are 

also made to conform to changes made 

to other NYSE Amex rules. Pursuant to 

these rules, the Exchange proposes to 

list and trade shares of the Nuveen 

Diversified Commodity Fund. The text 

of the proposed rule change is available 

at the Exchange, the Commission’s 

Public Reference Room, and http:// 

www.nyse.com. 

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9266 Federal Register / Vol. 75, No. 39 / Monday, March 1, 2010 / Notices 

4See Securities Exchange Act Release No. 56880 

(December 3, 2007), 72 FR 69259 (December 3 [sic], 

2007). 

5See Securities Exchange Act Release No. 56465 

(September 19, 2007), 72 FR 54489 (September 25, 

2007). 

6The Fund, as a commodity pool, will not be 

subject to registration and regulation under the 

Investment Company Act of 1940 (the ‘‘1940 Act’’). 

7Following is a list of futures contracts and other 

commodity interests in which the Fund intends to 

invest, and the exchanges on which they trade, 

based on systematic calculations of global 

commodity production and U.S. dollar volume 

traded: Lumber, Milk, Feeder Cattle, Lean Hogs, 

Live Cattle, Pork Bellies—Chicago Mercantile 

Exchange (‘‘CME’’); Cocoa, Arabica Coffee, Cotton, 

Orange Juice, Sugar—New York Board of Trade 

(‘‘NYBOT’’); Gold, Silver, Copper—Commodity 

Exchange (‘‘COMEX’’) which is a division of the 

New York Mercantile Exchange (‘‘NYMEX’’); 

Palladium, Platinum, WTI Crude Oil, Heating Oil, 

Natural Gas, Gasoline—NYMEX; Aluminum, 

Copper, Lead, Nickel, Tin, Zinc—London Metals 

Exchange (‘‘LME’’); Bean Oil, Corn, Oats, Soy Meal, 

Soybeans, Wheat—Chicago Board of Trade 

(‘‘CBOT’’); Brent Crude Oil, Gas Oil— 

InterContinental Exchange (‘‘ICE’’); Robustta 

Coffee— London International Financial Futures 

Exchange (‘‘LIFFE’’); Wheat— Kansas City Board of 

Trade (‘‘KCBOT’’). 

8The Fund does not intend to utilize leverage. 

However, the Fund may borrow for temporary or 

emergency purposes in an amount up to 5% of the 

value of the Fund’s net assets should the need arise. 

Such short term borrowings would mature in less 

than 60 days from the date of borrowing. In order 

to facilitate any such borrowing, the Fund intends 

to establish a standby credit facility with State 

Street Bank and Trust Company that will be entered 

into as of the closing of the offering of its common 

shares. Any temporary or emergency borrowings 

would be used to provide the Fund with added 

potential flexibility in managing short-term 

portfolio liquidity needs and managing the payment 

of distributions. 

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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

NYSE Amex previously adopted Rule 

1600 et seq. to permit the listing of Trust 

Units, which are defined as securities 

that are issued by a trust or other similar 

entity that invests in the assets of a 

trust, partnership, limited liability 

company, corporation or other similar 

entity constituted as a commodity pool 

that holds investments comprising or 

otherwise based on any combination of 

futures contracts, options on futures 

contracts, forward contracts, swap 

contracts and/or commodities.4 Rule 

1600 was adopted in contemplation of 

the listing of shares of the Nuveen 

Commodities Income and Growth Fund 

(the ‘‘Fund’’), a fund sponsored by 

Nuveen Investments, Inc. (‘‘Nuveen’’) 

and the investment plan of the Fund 

was described in detail in the 

Exchange’s Form 19b–4 and the 

Commission’s Notice.5 Nuveen now 

proposes to go forward with a listing of 

shares (the ‘‘Shares’’) of the Fund under 

a new name, the Nuveen Diversified 

Commodity Fund, and with a somewhat 

modified investment plan, which is 

described below under ‘‘Nuveen 

Diversified Commodity Fund.’’ The 

Shares will conform to the initial and 

continued listing criteria under Rule 

1602. The initial public offering and 

sale of the Shares will be registered 

under the Securities Act of 1933. 

In order to use income tax reporting 

procedures more familiar to investors in 

investment trusts, it was originally 

contemplated that the Fund would have 

a ‘‘master/feeder’’ structure in which the 

Fund would hold no assets directly 

except the equity of a separate 

investment vehicle, which would serve 

as the conduit through which the Fund 

would make its investments. However, 

due to a change in the interpretation of 

applicable tax law by the Internal 

Revenue Service, the originally 

expected trust reporting procedures 

would no longer be available under a 

master/feeder structure. In light of this 

interpretative change, Nuveen proposes 

to modify its approach and have the 

listed Fund make its own direct 

investments. Rule 1600 as currently in 

effect permits only the listing of Trust 

Units whose issuers utilize the master/ 

feeder structure originally intended to 

be used for the Fund. The rule was 

drafted in this way simply because it 

accommodated the security proposed to 

be listed at that time and was not 

designed to provide any protections to 

investors, but merely facilitated the 

now-unavailable trust-based tax 

reporting procedures. Consequently, the 

Exchange proposes to amend the 

definition of Trust Units in Rule 1600 to 

remove the master/feeder structure 

requirement and permit the listing of 

Trust Units where the issuer is 

constituted as a commodity pool which 

invests directly in commodities and 

commodity derivatives. The Exchange 

believes that this amendment does not 

in any way increase the risk to investors 

of investing in the Trust Units or give 

rise to any new regulatory concerns. 

Nuveen has represented to the Exchange 

that there are no material revisions to 

the Fund’s structure or investment 

approach other than those described in 

this filing and the Exchange believes 

that these revisions do not give rise to 

any new regulatory issues or raise 

significant new investor protection 

concerns. 

Nuveen Diversified Commodity Fund 

The Fund was formed as a Delaware 

statutory trust on December 7, 2005 

pursuant to a Declaration of Trust 

signed by Wilmington Trust Company, 

as the Delaware Trustee.6 The Fund’s 

primary investment objective is to seek 

total return through broad exposure to 

the commodities markets. The Fund’s 

secondary objective is to provide 

investors with monthly income and 

capital distributions not commonly 

associated with commodity 

investments. The Fund will invest in 

commodity futures and forward 

contracts, options on commodity futures 

and forward contracts and over-thecounter (‘‘OTC’’) commodity options in 

the following commodity groups: 

energy, industrial metals, precious 

metals, livestock, agriculturals, and 

tropical foods and fibers and may in the 

future include other commodity 

investments that become the subject of 

commodity futures trading.7

The Fund is a commodity pool. The 

Fund is managed by Nuveen 

Commodities Asset Management, LLC 

(the ‘‘Manager’’). The Manager is 

registered as a commodity pool operator 

(the ‘‘CPO’’) and a commodity trading 

advisor (the ‘‘CTA’’) with the 

Commodity Futures Trading 

Commission (‘‘CFTC’’) and is a member 

of the National Futures Association 

(‘‘NFA’’). 

The Manager will serve as the CPO 

and a CTA of the Fund. The Manager 

will determine the Fund’s overall 

investment strategy, including: (i) The 

selection and ongoing monitoring of the 

Fund’s sub-advisors; (ii) the 

management of the Fund’s business 

affairs; and (iii) the provision of certain 

clerical, bookkeeping and other 

administrative services. Gresham 

Investment Management LLC (the 

‘‘Commodity Sub-Advisor’’) will invest 

on a notional basis substantially all of 

the Fund’s assets in commodity futures 

and forward contracts pursuant to the 

commodity investment strategy (its 

proprietary Tangible Asset Program® 

(‘‘TAP®’’) 8 and a risk management 

program. The Commodity Sub-Advisor 

is a Delaware limited liability company 

and is registered with the CFTC as a 

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Federal Register / Vol. 75, No. 39 / Monday, March 1, 2010 / Notices 9267 

9TAP® currently requires investment in futures 

or forward contracts for commodities in each of the 

energy, industrial metals, livestock, agriculturals, 

tropical foods and fibers and precious metal 

commodity groups. Commodity group weightings 

and individual commodity weightings are chosen 

by a process that blends two-thirds of five year 

global production value and one-third of five year 

value of commodity futures contracts traded in 

dollars. The process constrains the weightings of 

each commodity group such that no group may 

constitute more than 35% of TAP® and no single 

commodity interest can constitute more than 70% 

of its group. In addition, each commodity is 

rebalanced periodically to its target weighting if its 

actual weighting deviates from its target 

substantially (currently, by more than 10%). 

10A call option is ‘‘out-of-the-money’’ when the 

strike price is above the current trading price of the 

underlying commodity. A put option is ‘‘out-of-themoney’’ when the strike price is below the current 

trading price of the underlying commodity. 11See supra note 7. 

CTA and a CPO and is a member of the 

NFA. The Commodity Sub-Advisor is 

also registered with the Commission as 

an investment adviser. Nuveen Asset 

Management (the ‘‘Collateral SubAdvisor’’), an affiliate of the Manager, 

will invest the Fund’s collateral in 

short-term, investment grade quality 

debt instruments. The Collateral SubAdvisor is registered with the 

Commission as an investment adviser. 

Investment Description 

The Fund’s investment objective is to 

generate attractive risk-adjusted total 

returns as compared to investments in 

commodity indexes. 

The Fund intends to pursue its 

investment objective by utilizing: (a) An 

actively managed rules-based 

commodity investment strategy, 

whereby the Fund will invest in a 

diversified basket of commodity futures 

and forward contracts with an aggregate 

notional value substantially equal to the 

net assets of the Fund; and (b) a risk 

management program designed to 

moderate the overall risk and return 

characteristics of the Fund’s commodity 

investments. In pursuing the risk 

management program, the Fund will 

write (sell) ‘‘out-of-the-money’’ 

commodity call options to obtain option 

premium cash flow, on individual 

futures and forward contracts, on 

baskets of commodities or on broad 

based commodity indices. The Fund 

may also purchase ‘‘out-of-the-money’’ 

commodity put options for protection 

against significant asset value declines 

on an opportunistic basis. Initially, the 

Fund does not expect to purchase 

commodity put options. 

The Fund will typically: (i) Invest in 

commodity futures and forward 

contracts that are traded either on U.S. 

or non-U.S. commodity futures 

exchanges; and (ii) sell call options on 

commodity futures and forward 

contracts that are traded either on U.S. 

or non-U.S. exchanges. The Fund may 

also purchase put options on 

commodity futures and forward 

contracts that are traded either on U.S. 

or non-U.S. exchanges or may purchase 

OTC commodity put options through 

dealers pursuant to negotiated, bi-lateral 

arrangements. The Fund also may invest 

in other commodity contracts that are 

presently, or may hereafter become, the 

subject of commodity futures trading. 

Except for certain limitations described 

below, there are no restrictions or 

limitations on the specific commodity 

investments in which the Fund may 

invest. 

Commodity Investment Strategy 

(TAP®). The Commodity Sub-Advisor 

will invest on a notional basis 

substantially all of the Fund’s assets in 

commodity futures and forward 

contracts pursuant to the commodity 

investment strategy TAP®, an actively 

managed, rules-based 9 commodity 

investment strategy. TAP® is 

fundamental in nature and is designed 

to maintain consistent, fully 

collateralized exposure to commodities 

as an asset class. TAP® does not require 

the existence of price trends in order to 

be successful. 

Risk Management Program. Pursuant 

to the risk management program, the 

Fund will write (or sell) commodity call 

options that may be up to 20% ‘‘out-ofthe-money’’ 10 on a continual basis on 

up to approximately 50% of the 

notional value of each of its commodity 

futures and forward contract positions 

that have sufficient option trading 

volume and liquidity. The Commodity 

Sub-Advisor will write call options on 

individual futures and forward contracts 

held by the Fund, on baskets of 

commodities or on broad based 

commodity indices. As the writer of call 

options for which a premium is 

received, the Fund will forego the right 

to any appreciation in the value of each 

commodity futures or forward contract 

in its portfolio that effectively underlies 

a call option to the extent the value of 

the commodity futures or forward 

contract exceeds the exercise price of 

such option on or before the expiration 

date. 

Initially, the Fund does not expect to 

purchase commodity put options. In 

order to seek protection against 

significant asset value declines, the 

Fund may from time to time purchase 

‘‘out-of-the-money’’ put options on 

broad-based commodity indices such as 

the DJ–UBS Commodity Index® (‘‘DJ– 

UBS’’), the S&P GSCI Commodity Index 

(‘‘GSCI’’), or on certain custom indices, 

whose prices are expected to closely 

correspond to a substantial portion of 

the long commodity futures and forward 

contracts held by the Fund. The Fund 

also may purchase put options on 

baskets of commodities and on 

individual futures and forward contracts 

held by it. On an absolute basis, the 

Fund does not expect that the cost to 

purchase put options at any one time 

will exceed 5% of the value of the 

Fund’s net assets. 

Debt Instruments Used as Collateral. 

The Fund’s investments in commodity 

futures and forward contracts, and 

options on commodity futures and 

forward contracts, generally will not 

require significant outlays of principal. 

To support its commodity investments, 

the Fund anticipates that it will 

maintain significant collateral that will 

be invested in short-term debt 

instruments with maturities of up to two 

years that, at the time of investment, are 

investment grade quality, including 

obligations issued or guaranteed by the 

U.S. government or its agencies and 

instrumentalities, as well as corporate 

obligations and asset-backed securities. 

Although earning interest income, the 

collateral is subject on a continual basis 

to additional margin calls by the 

commodity broker and to additional 

deposits in the commodity account if 

the levels of notional trading change. 

Commodity Futures and Forward 

Contracts and Related Options 

The prices of the commodity futures 

and forward contracts, options on 

commodity futures and forward 

contracts, and OTC commodity options 

are volatile with fluctuations expected 

to affect the value of the Shares. 

Commodity futures and forward 

contracts and options on commodity 

futures and forward contracts to be held 

by the Fund will be traded on U.S. and/ 

or non-U.S. exchanges. The commodity 

futures and forward contracts to be 

entered into by the Fund are listed and 

traded on organized and regulated 

exchanges based on the various 

commodities in the groups described 

above.11 Forward contracts are contracts 

for the purchase and sale of a 

commodity for delivery on or before a 

future date or during a specified period 

at a specified price. Futures contracts 

are essentially forward contracts that are 

traded on exchanges. Options on 

commodity futures and forward 

contracts are contracts giving the 

purchaser the right, as opposed to the 

obligation, to acquire or to dispose of 

the commodity futures or forward 

contract underlying the option on or 

before a future date at a specified price. 

The Fund may purchase OTC 

commodity put options through dealers 

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9268 Federal Register / Vol. 75, No. 39 / Monday, March 1, 2010 / Notices 

12The Fund’s actual financial performance will 

vary so that the distribution rate may exceed the 

Fund’s actual total returns. The Fund does not 

anticipate borrowing to obtain the cash necessary to 

make its distributions; however, in the event that 

the Fund’s distribution rate exceeds its actual 

returns, the Fund may be required to liquidate 

investments in order to make such a distribution. 

To the extent that the Fund’s total return exceeds 

the distribution rate for an extended period of time, 

the Fund may increase the distribution rate or 

distribute supplemental amounts to shareholders. 

Conversely, if the Fund’s total return is less than 

the distribution rate for an extended period of time, 

the Fund will be drawing upon its net assets to meet 

the distribution payments. 

13 In connection with any change in distribution 

policies, the Fund will provide written advance 

notice to investors. 

14NAV per Share will be computed by dividing 

the value of all assets of the Fund (including any 

accrued interest and dividends), less all liabilities 

(including accrued expenses and distributions 

declared but unpaid), by the total number of Shares 

outstanding. Under the Fund’s current operational 

procedures, the Fund’s net asset value will be 

calculated after close of the Exchange each day. The 

values of the Fund’s exchange-traded futures and 

forward contracts and options on futures and 

forward contracts will be valued at the settlement 

price determined by the principal exchange through 

which they are traded. Market quotes for the Fund’s 

exchange-traded futures and forward contracts and 

options on futures and forward contracts may not 

be readily available if a contract cannot be 

liquidated due to the operation of daily limits or, 

due to extraordinary circumstances, the exchanges 

or markets on which the investments are traded do 

not open for trading the entire day and no other 

market prices are available. In addition, events may 

occur after the close of the relevant market, but 

prior to the determination of the Fund’s net asset 

value, that materially affect the values of the Fund’s 

investments. In such circumstances, the Fund will 

use an independent pricing service to value such 

investments. The Commodity Sub-Advisor will 

review the values as determined by the 

independent pricing service and discuss those 

valuations with the pricing service if appropriate 

based on guidelines established by the Manager that 

it believes are consistent with industry standards. 

The values of the Fund’s OTC derivatives will be 

valued by the Commodity Sub-Advisor by taking 

either the arithmetic mean of prices obtained by 

several dealers, the prices as determined by the 

average of two (2) or more independent means or 

the prices as reported by an independent pricing 

pursuant to negotiated, bi-lateral 

arrangements. 

The potential futures contracts are 

traded on U.S. and non-U.S. exchanges, 

including the CBOT, the CME, the ICE, 

the LIFFE, the LME, the NYMEX, the 

COMEX, the NYBOT and the KCBOT. 

The Manager will assess or review, as 

appropriate, the creditworthiness of 

each potential or existing, as 

appropriate, counterparty to an OTC 

contract pursuant to guidelines 

approved by the Manager’s board of 

directors. Furthermore, the Manager, on 

behalf of the Fund, will only enter into 

OTC contracts with: (a) Members of the 

Federal Reserve System or foreign banks 

with branches regulated by the Federal 

Reserve Board; (b) primary dealers in 

U.S. government securities; (c) brokerdealers; (d) futures commission 

merchants; or (e) affiliates of the 

foregoing. 

Structure of the Fund 

Fund. The Fund is a statutory trust 

formed pursuant to the Delaware 

Statutory Trust Act and will issue 

shares that represent units of fractional 

undivided beneficial interest in and 

ownership of the Fund. 

Trustee. Wilmington Trust Company 

is the Delaware Trustee of the Fund. 

The Delaware Trustee is unaffiliated 

with the Manager. 

Individual Trustees. The individual 

trustees of the Fund, all of whom will 

be unaffiliated with the Manager, will 

fulfill those functions required under 

the NYSE Amex listing standards and 

certain other functions as set forth in the 

Fund’s Trust Agreement. 

Manager. The Manager is a Delaware 

limited liability company that is 

registered with the CFTC as a CPO and 

a CTA and is a wholly-owned 

subsidiary of Nuveen Investments, Inc. 

The Manager will serve as the CPO and 

a CTA of the Fund and through the 

Commodity Sub-Advisor will be 

responsible for determining the Fund’s 

overall investment strategy and its 

implementation. It is anticipated that 

the individual trustees, pursuant to the 

Fund’s Trust Agreement, will delegate 

all authority (other than the individual 

trustees’ limited requirements to serve 

on the Fund’s Audit Committee and 

Nominating Committee) to the Manager 

to operate the business of the Fund and 

to be responsible for the conduct of the 

Fund’s commodity affairs. As a 

registered CPO and CTA, the Manager is 

required to comply with various 

regulatory requirements under the CEA 

and the rules and regulations of the 

CFTC and the NFA. 

Commodity Sub-Advisor. The 

Commodity Sub-Advisor is a Delaware 

limited liability company that is 

registered with the CFTC as a CTA and 

a CPO and is a member of the NFA. As 

a registered CPO and CTA, the 

Commodity Sub-Advisor is required to 

comply with various regulatory 

requirements under the CEA and the 

rules and regulations of the CFTC and 

the NFA. The Commodity Sub-Advisor 

is also registered with the SEC as an 

investment adviser. 

Collateral Sub-Advisor. The Collateral 

Sub-Advisor is an affiliate of the 

Manager and a wholly owned subsidiary 

of Nuveen Investments, Inc. The 

Collateral Sub-Advisor is registered 

with the Commission as an investment 

adviser. 

Custodian, Transfer Agent and 

Registrar. State Street Bank and Trust 

Company (‘‘State Street’’) will be the 

Custodian and Accounting Agent for the 

assets of the Fund and its affiliate, 

Computershare Shareholder Services, 

Inc. will be the Transfer Agent and 

Registrar for the Shares of the Fund. 

Commodity Broker. Newedge USA, 

LLC (‘‘Newedge’’) will act as the 

commodity broker for the Fund and will 

clear transactions that may be executed 

by it or other brokerage firms on a ‘‘giveup’’ basis. Newedge is registered as a 

futures commission merchant and a 

CPO and is a member of the NFA. 

Newedge also is registered with the 

Commission as a broker-dealer. 

The Exchange notes that each of the 

Manager, the Commodity Broker, and 

the Commodity Sub-Advisor have 

represented to the Exchange that they 

each have erected and maintain 

firewalls within their respective 

institutions to prevent the flow of nonpublic information regarding the 

portfolio of underlying securities from 

the personnel involved in the 

development and implementation of the 

investment strategy to others such as 

sales and trading personnel. 

Product Description 

The Shares represent units of 

fractional undivided beneficial interest 

in and ownership of the Fund. 

Following the original issuance, the 

Shares will be traded on the Exchange 

similar to other equity securities. 

Commencing with the Fund’s first 

distribution, the Fund intends to make 

regular monthly distributions to its 

shareholders (stated in terms of a fixed 

cents per share distribution rate) based 

on past and projected performance of 

the Fund.12 The Fund’s monthly 

distributions are sometimes referred to 

as ‘‘managed distributions.’’ The Fund 

will seek to establish a distribution rate 

that roughly corresponds to the 

Manager’s projections of the total return 

that could reasonably be expected to be 

generated by the Fund over an extended 

period of time, although the distribution 

rate will not be solely dependent on the 

amount of income earned or capital 

gains realized by the Fund. The Fund’s 

ability to make regular monthly 

distributions will depend on a number 

of factors, including, most importantly, 

the long-term total returns generated by 

the Fund’s portfolio investments and 

the risk management program. 

As portfolio and market conditions 

change, the Fund’s rate of distributions 

and the Fund’s distribution policies 

could change.13

State Street will calculate the net asset 

value (‘‘NAV’’) of the Fund’s Shares 

shortly after 4:00 p.m. Eastern Time 

(‘‘ET’’) on each trading day.14

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Federal Register / Vol. 75, No. 39 / Monday, March 1, 2010 / Notices 9269 

service. In the event the Commodity Sub-Advisor 

uses an independent pricing service to value any of 

its commodity futures and forward contracts, 

options on futures and forward contracts and OTC 

derivatives, the pricing service typically will value 

such commodity futures and forward contracts, 

options on futures and forward contracts and OTC 

derivatives using a wide range of market data and 

other information and analysis, including reference 

to transactions in other comparable investments if 

available. The procedures of any independent 

pricing service provider will be reviewed by the 

Manager on a periodic basis. 

15The total portfolio holdings will be 

disseminated to all market participants at the same 

time. 

The normal trading hours for those 

investments of the Fund traded on the 

various commodity exchanges may 

differ from the normal trading hours of 

the Exchange, which are from 9:30 a.m. 

to 4 p.m. ET. Therefore, there may be 

time periods during the trading day 

where the Shares will be trading on the 

Exchange, but the futures contracts on 

various commodity exchanges will not 

be trading. The value of the Shares may 

accordingly be influenced by the nonconcurrent trading hours between the 

Exchange and the various futures 

exchanges on which the futures 

contracts based on the underlying 

commodities are traded. 

The trading prices of the Fund’s 

Shares listed on the Exchange may 

differ from the NAV and can be affected 

not only by movements in the NAV, but 

by market forces of supply and demand, 

economic conditions and other factors 

as well. Accordingly, the trading prices 

of the Shares should not be viewed as 

a real-time update of the NAV. 

Shares will be registered in book entry 

form through DTC. Trading in the 

Shares on the Exchange will be effected 

until 4 p.m. ET each business day. The 

minimum trading increment for such 

shares will be $.01. 

Underlying Commodity Interests 

Information 

The daily settlement prices for the 

commodity futures and forward 

contracts held by the Fund are publicly 

available on the Web sites of the futures 

and forward exchanges trading the 

particular contracts. Various data 

vendors and news publications publish 

futures prices and data. The Exchange 

represents that futures, forwards and 

related exchange traded options quotes 

and last sale information for the 

commodity contracts are widely 

disseminated through a variety of 

market data vendors worldwide, 

including Bloomberg and Reuters. In 

addition, the Exchange further 

represents that complete real-time data 

for such futures, forwards and exchange 

traded options is available by 

subscription from Reuters and 

Bloomberg. The relevant futures and 

forward exchanges also provide delayed 

futures and forward contract 

information on current and past trading 

sessions and market news free of charge 

on their respective Web sites. The 

contract specifications for the futures 

and forward contracts are also available 

from the futures and forward exchanges 

on their Web sites as well as other 

financial informational sources. 

Information related to OTC commodity 

options is disclosed by the Fund on a 

monthly basis as discussed below. 

Availability of Information Regarding 

the Shares 

The Web site for the Fund and the 

Manager, http://www.nuveen.com, 

which will be publicly accessible at no 

charge, will contain the following 

information: (a) The prior business day’s 

NAV and the reported closing price; (b) 

calculation of the premium or discount 

of such price against such NAV; and (c) 

other applicable quantitative 

information. The Fund’s prospectus also 

will be available on the Fund’s Web site. 

The Fund’s total portfolio holdings 

will also be disclosed and updated on 

its Web site on each business day that 

the Exchange is open for trading.15 This 

Web site disclosure of portfolio holdings 

(as of the previous day’s close) will be 

made daily and will include, as 

applicable: (a) The name and value of 

each commodity investment; (b) the 

value of over-the-counter commodity 

put options, if any, and the value of the 

collateral as represented by cash; (c) 

cash equivalents; and (d) debt securities 

held in the Fund’s portfolio. The values 

of the Fund’s portfolio holdings will, in 

each case, be determined in accordance 

with the Fund’s valuation policies. 

As described above, the NAV for the 

Fund will be calculated and 

disseminated daily. The Manager has 

represented to the Exchange that the 

NAV will be disseminated to all market 

participants at the same time. The 

Exchange will also make available on its 

Web site daily trading volume, closing 

prices, and the NAV. The closing price 

and settlement prices of the futures 

contracts held by the Fund are also 

readily available from the relevant 

futures exchanges, automated quotation 

systems, published or other public 

sources, or on-line information services 

such as Bloomberg or Reuters. In 

addition, the Exchange will provide a 

hyperlink on its Web site at http:// 

www.nyse.com to the Manager’s Web 

site. 

As noted above, State Street will 

calculate the NAV of the Fund once 

each trading day shortly after 4 p.m. ET. 

The NAV will be disclosed on the 

Fund’s Web site and the Exchange’s 

Web site. 

Termination Events 

The Fund will dissolve in certain 

prescribed circumstances. Upon 

termination of the Fund, shareholders 

will surrender their shares and receive 

in cash their portion of the value of the 

Fund. 

Criteria for Initial and Continued Listing 

The Fund will be subject to the 

criteria in Rule 1602 for initial and 

continued listing of the Shares. A 

minimum of 2,000,000 shares will be 

required to be publicly distributed at the 

start of trading. It is anticipated that the 

initial price of a share will be 

approximately $25. The Fund will 

accept subscriptions for a minimum of 

100 shares during the initial offering 

which is expected to last no more than 

60 days. After the completion of the 

initial offering, shares can be bought 

and sold throughout the trading day like 

any other publicly-traded security. The 

Exchange believes that the anticipated 

minimum number of shares outstanding 

at the start of trading is sufficient to 

provide adequate market liquidity and 

to further the Fund’s objectives. 

The Fund has represented to the 

Exchange that, for initial and continued 

listing of the Shares, it will be in 

compliance with Section 803 of the 

NYSE Amex Company Guide 

(Independent Directors and Audit 

Committee) and Rule 10A–3 under the 

Act. 

Original and Annual Listing Fees 

The NYSE Amex original listing fee 

applicable to the listing of the Fund is 

$5,000. In addition, the annual listing 

fee applicable under Section 141 of the 

NYSE Amex Company Guide will be 

based upon the year-end aggregate 

number of shares in all series of the 

Fund outstanding at the end of each 

calendar year. 

Trading Rules 

The Shares are equity securities 

subject to NYSE Amex Rules governing 

the trading of equity securities, 

including, among others, rules 

governing priority, parity and 

precedence of orders, DMM 

responsibilities and account opening 

and customer suitability (Rule 405— 

NYSE Amex Equities). Initial equity 

margin requirements of 50% will apply 

to transactions in the Shares. Shares 

will trade on the Exchange until 4 p.m. 

ET each business day and will trade in 

the minimum price variants established 

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9270 Federal Register / Vol. 75, No. 39 / Monday, March 1, 2010 / Notices 

16See e-mail from John Carey, Chief Counsel— 

U.S. Equities, Exchange, to Geoffrey Pemble and 

Michou Nguyen, Special Counsels, Commission, 

dated February 23, 2010. 

under Rule 62—NYSE Amex Equities. 

Trading rules pertaining to odd-lot 

trading in NYSE Amex equities (Rule 

124—NYSE Amex Equities) will also 

apply. 

The Exchange states that Rule 15A— 

NYSE Amex Equities complies with 

Rule 611 of Regulation NMS, which 

requires among other things, that the 

Exchange adopt and enforce written 

policies and procedures that are 

reasonably designed to prevent tradethroughs of protected quotations. The 

trading of the Shares will be subject to 

certain conflict of interest provisions set 

forth in NYSE Amex Equities Rules 

1603 and 1604. 

NYSE Amex Equities Rule 1603 

provides that, if a DMM unit is 

operating under Rule 98 (Former)— 

NYSE Amex Equities, Rule 105(b) 

(Former)—NYSE Amex Equities and 

section (m) of the Guidelines thereunder 

shall be deemed to prohibit a DMM, his 

or her member organization, other 

member, or approved person of such 

member organization or employee or 

officer thereof from acting as a market 

maker or functioning in any capacity 

involving market-marking 

responsibilities in an underlying asset 

or commodity, related futures or options 

on futures, or any related derivative. If 

an approved person of a DMM unit is 

entitled to an exemption from Rule 

105(b) (Former) under Rule 98 (Former), 

such approved person may act in a 

market making capacity, other than as a 

specialist in Trust Units on another 

market center, in the underlying asset or 

commodity, related futures or options 

on futures, or any other related 

derivatives. NYSE Amex Equities Rule 

1603 provides that, if a DMM unit is 

operating under Rule 98—NYSE Amex 

Equities, Rule 105(b)—NYSE Amex 

Equities and section (m) of the 

Guidelines thereunder shall be deemed 

to prohibit the DMM unit or officer or 

employee thereof from acting as a 

market maker or functioning in any 

capacity involving market-marking 

responsibilities in an underlying asset 

or commodity, related futures or options 

on futures, or any other related 

derivatives. 

Under the proposed amendments, 

NYSE Amex Rule 1604 will provide that 

DMMshandling [sic] the Shares must 

maintain in a readily accessible place 

and provide to the Exchange upon 

request, and keep current a list 

identifying all accounts for trading the 

underlying physical assets or 

commodities, related futures or options 

on futures, or any other related 

derivatives, which the DMM may have 

or over which it may exercise 

investment discretion. 

Suitability 

The Information Circular (described 

below) will inform members and 

member organizations of the 

characteristics of the Fund and of 

applicable Exchange rules, as well as of 

the requirements of Rule 405—NYSE 

Amex Equities (Diligence as to 

Accounts). 

The Exchange notes that, pursuant to 

Rule 405—NYSE Amex Equities, 

member organizations are required in 

connection with recommending 

transactions in the Shares to have a 

reasonable basis to believe that a 

customer is suitable for the particular 

investment given reasonable inquiry 

concerning the customer’s investment 

objectives, financial situation, needs, 

and any other information known by 

such member. 

Information Circular 

The Exchange will distribute an 

Information Circular to its members in 

connection with the trading of the 

Shares. The Circular will discuss the 

special characteristics and risks of 

trading this type of security. 

Specifically, the Circular, among other 

things, will discuss what the Shares are, 

the requirement that members and 

member firms deliver a prospectus to 

investors purchasing the Shares prior to 

or concurrently with the confirmation of 

a transaction during the initial public 

offering, applicable NYSE Amex rules, 

and trading information and applicable 

suitability rules. The Circular will also 

explain that the Fund is subject to 

various fees and expenses described in 

the Registration Statement. The Circular 

will also reference the fact that there is 

no regulated source of last sale 

information regarding physical 

commodities and note the respective 

jurisdictions of the SEC and CFTC. The 

Circular will also note that the forward 

contracts are traded on the LME, which 

is subject to regulation by the Securities 

and Investment Board in the United 

Kingdom and the Financial Services 

Authority. In addition, the Circular will 

indicate that OTC instruments or 

products may effectively be 

unregulated. 

The Circular will advise members of 

their suitability obligations with respect 

to recommended transactions to 

customers in the Shares. The Circular 

will also discuss any relief, if granted, 

by the Commission or the staff from any 

rules under the Act. 

The Circular will disclose that the 

NAV for shares will be calculated 

shortly after 4:00 p.m. ET each trading 

day. 

Surveillance 

The Exchange represents that its 

surveillance procedures are adequate to 

properly monitor the trading of the 

Shares and to deter and detect 

violations of Exchange rules and 

applicable Federal securities laws.16

NYSE Amex will rely on its existing 

surveillance procedures. The Exchange 

currently has in place Information 

Sharing Agreements with ICE 

FUTURES, LME, NYMEX, and KCBOT 

for the purpose of providing information 

in connection with trading in or related 

to futures contracts traded on their 

respective exchanges. The Exchange 

also notes that the CBOT, CME, LIFFE 

and NYBOT are members of the 

Intermarket Surveillance Group (‘‘ISG’’). 

As a result, the Exchange asserts that 

market surveillance information is 

available from the CBOT, CME, NYBOT 

and LIFFE through ISG, if necessary, 

due to regulatory concerns that may 

arise in connection with the futures 

contracts. 

Conforming Changes and Updating 

Amendments 

Since the original adoption of Rule 

1600 et seq., the Exchange has adopted 

a completely new set of rules governing 

both equity and options trading on the 

Exchange. Consequently, a number of 

references to Exchange rules in Rule 

1600 et seq. are no longer correct and 

have been appropriately modified. 

References to equity specialists have 

been modifiedto refer to ‘‘designated 

market makers’’ (‘‘DMMs’’), which is the 

designation used throughout the 

amended NYSE Amex equity trading 

rules. A typographical error in Rule 

1602 is also corrected in this filing. 

Commentary .03 to Rule 1600 

provides that member organizations 

shall not enter limit orders into the 

Exchange’s order routing system as 

agent (i.e. for customer agency orders) in 

the same trust, for the account or 

accounts of the same or related 

beneficial owner, in such a manner that 

the beneficial owner(s) effectively is 

operating as a market maker by holding 

itself out as willing to buy and sell such 

Trust Units on a regular or continuous 

basis. The Amex adopted provisions of 

this kind because the ability of nonmembers to function effectively as 

market makers gave those non-members 

an advantage over the specialist who 

was required to yield priority to their 

orders. That advantage no longer exists 

under current NYSE Amex rules, as all 

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Federal Register / Vol. 75, No. 39 / Monday, March 1, 2010 / Notices 9271 

17The Exchange notes that Rule 104—NYSE 

Amex Equities in its current form has been 

approved by the SEC on a pilot program basis. In 

the event that the pilot program is not made 

permanent or is amended, DMMs may at that time 

become subject to limitations on their ability to 

trade Trust Units in investment accounts. 

18 15 U.S.C. 78f(b). 

19 15 U.S.C. 78f(b)(5). 

market participants (including the 

DMM) trade on parity unless they 

establish priority under Exchange rules, 

which can be done by all market 

participants including the DMM. As 

such Commentary .03 to rule 1600 no 

longer serves any purpose and the 

Exchange proposes to delete it. 

As originally adopted, Rule 1603 

provided that NYSE Amex Rule 175(c) 

was deemed to prohibit an equity 

specialist, his member organization, or 

any other member, limited partner, 

officer, or approved person thereof from 

acting as a market maker or functioning 

in any capacity involving marketmaking responsibilities in an underlying 

asset or commodity, related futures or 

options on futures, or any other related 

derivatives, unless the Exchange granted 

an exemption under Rule 193. Rule 

1603 as amended provides that, if a 

DMM unit is operating under Rule 98 

(Former)—NYSE Amex Equities, Rule 

105(b) (Former)—NYSE Amex Equities 

and section (m) of the Guidelines 

thereunder shall be deemed to prohibit 

a DMM, his or her member organization, 

other member, or approved person of 

such member organization or employee 

or officer thereof from acting as a market 

maker or functioning in any capacity 

involving market-marking 

responsibilities in an underlying asset 

or commodity, related futures or options 

on futures, or any related derivative. If 

an approved person of a DMM unit is 

entitled to an exemption from Rule 

105(b) (former) under Rule 98 (former), 

such approved person may act in a 

market making capacity, other than as a 

specialist in Trust Units on another 

market center, in the underlying asset or 

commodity, related futures or options 

on futures, or any other related 

derivatives. 

As originally adopted, Commentary 

.01 to Rule 1603 provided that trading 

in the Shares was generally subject to 

the Exchange’s Stabilization rule, except 

that specialists would be permitted to 

buy on ‘‘plus ticks’’ and sell on ‘‘minus 

ticks,’’ in order to bring the Shares into 

parity with the underlying commodity 

or commodities and/or futures contract 

price. The Exchange’s new stabilization 

rule (Rule 104—NYSE Amex Equities) 

does not contain the same prohibitions 

on buying on ‘‘plus ticks’’ and selling on 

‘‘minus ticks’’ as was formerly the case 

under Rule 170—AIMI. Consequently, 

the Exchange proposes to delete 

Commentary .01 to Rule 1603, as it is no 

longer relevant. 

Rule 1604(a) as originally adopted, 

provided that the member organization 

acting as specialist in Trust Units was 

obligated to conduct all trading in the 

Trust Units in its specialist account, 

subject only to the ability to have one 

or more investment accounts, all of 

which must be reported to the Exchange 

(See Rule 170—AEMI). The Exchange 

proposes to delete this requirement, as 

DMMs are now governed by Rule 104— 

NYSE Amex Equities, which does not 

limit the DMM’s use of investment 

accounts to trade its assigned securities 

or require the DMM to report activity in 

such accounts to the Exchange.17 Rule 

1604(a) also provides that the member 

organization acting as DMM in the 

Shares must file with the Exchange, in 

a manner prescribed by the Exchange, 

and keep current a list identifying all 

accounts for trading the underlying 

physical asset or commodity, related 

futures or options on futures, or any 

other related derivatives, which the 

member organization acting as DMM 

may have or over which it may exercise 

investment discretion. The Exchange 

proposes to amend this requirement to 

provide that, rather than filing the list 

with the Exchange, the DMM must 

maintain it in a readily accessible place 

and provide it to the Exchange upon 

request. The Exchange believes that this 

is sufficient for its regulatory needs, as 

it will only review the list when as 

specific regulatory need arises, so it is 

sufficient to have the list readily 

available upon request. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) 18 of the Act in general, and 

furthers the objectives of Section 6(b)(5) 

of the Act 19 in particular in that it is 

designed 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 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. The 

proposed rule change is designed to 

protect investors and the public interest 

because it will impose appropriate 

restrictions on the listing and trading of 

Trust Units. 

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 

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 Exchange consents, 

the Commission will: 

(A) By order approve such 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 rulecomments@sec.gov. Please include File 

Number SR–NYSEAmex–2010–09 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–NYSEAmex–2010–09. 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 

mstockstill on DSKH9S0YB1PROD with NOTICES

9272 Federal Register / Vol. 75, No. 39 / Monday, March 1, 2010 / Notices 

20The text of the proposed rule change is 

available on the Commission’s Web site at http:// 

www.sec.gov. 

21 17 CFR 200.30–3(a)(12). 

1 15 U.S.C.78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 61235 

(December 23, 2009), 75 FR 168 (January 4, 2010) 

(SR–NYSE–2009–126). The Exchange represented 

that it anticipated correction of the limitation no 

later than the end of February 2010. Id. at Footnote 

3. 

5The size limitation was corrected as of January 

25, 2010. 

6 15 U.S.C. 78f(b). 

7 15 U.S.C. 78f(b)(5). 

submission,20 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 Web site viewing and 

printing 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– 

NYSEAmex–2010–09 and should be 

submitted on or before March 22, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

Florence E. Harmon, 

Deputy Secretary 

[FR Doc. 2010–4136 Filed 2–26–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61559; File No. SR–NYSE– 

2010–08] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by New York 

Stock Exchange LLC Amending the 

Provisions of NYSE Rules 116 and 

123C To Repeal the Temporary 

Provision That Allows the Exchange 

To Report Multiple Closing Prints to 

the Consolidated Tape When a Closing 

Transaction Exceeds 99,999,999 

Shares 

February 22, 2010. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on February 

18, 2010, New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the self-regulatory 

organization. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

provisions of NYSE Rules 116 (‘‘Stop’’ 

Constitutes Guarantee) and 123C 

(Market On The Close Policy And 

Expiration Procedures) to repeal the 

temporary provision that allows the 

Exchange to report multiple closing 

prints to the Consolidated Tape when a 

closing transaction exceeds 99,999,999 

shares. The text of the proposed rule 

change is available at the Exchange, 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 

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 

New York Stock Exchange LLC 

(‘‘NYSE’’ or the ‘‘Exchange’’) proposes to 

amend the provisions of NYSE Rules 

116 (‘‘Stop’’ Constitutes Guarantee) and 

123C (Market On The Close Policy And 

Expiration Procedures) to repeal the 

temporary provision that allows the 

Exchange to report multiple closing 

prints to the Consolidated Tape when a 

closing transaction exceeds 99,999,999 

shares. 

The Exchange amended NYSE Rules 

116.40(C) and 123C(3) to report multiple 

closing prints to the Consolidated Tape 

last sale reporting system in order to 

compensate for a temporary size 

limitation in a new market data 

distribution system.4 At that time, 

Exchange’s market data distribution 

system was unable to support prints 

greater than 99,999,999 shares. 

Executions of greater than 99,999,999 

shares had to be sent to the 

Consolidated Tape in multiple prints. 

The multiple prints reflected the 

cumulative volume of the single closing 

transaction. 

The Exchange’s market data 

distribution system is now capable of 

reporting in a single transaction, 

executions that exceed 99,999,999 

shares to the Consolidated Tape last sale 

reporting system in a single print.5 The 

Exchange therefore seeks to remove the 

temporary amendments to Rules 

116.40(C) and 123C(3) and once again 

require all closing transactions to be 

reported in a single print. 

The Exchange also proposes to add an 

inadvertently omitted parenthesis in the 

second paragraph of Rule 123C(3)(A). 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Securities Exchange Act of 1934 

(the ‘‘Act’’),6 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,7

in particular, in that it is 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 a national market system, and, in 

general, to protect investors and the 

public interest. The Exchange believes 

the proposed rule change will facilitate 

the timely and efficient reporting of the 

closing transaction on the Exchange and 

thus ultimately serve to protect 

investors and the public interest. 

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. 

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