Federal Register / Vol. 72, No. 36 / Friday, February 23, 2007 / Notices 8215 

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

2 17 CFR 240.19b–4. 

however, that any Wilshire Entity or any 

insurance company General Account 

shall vote its shares in such other 

manner as may be required by the 

Commission or its staff. 

8. The Trust will comply with all 

provisions of the 1940 Act requiring 

voting by shareholders, which for these 

purposes, shall be the persons having a 

voting interest in the shares of the 

respective Portfolio, and, in particular, 

the Trust will either provide for annual 

meetings (except to the extent that the 

Commission may interpret Section 16 of 

the 1940 Act not to require such 

meetings) or comply with Section 16(c) 

of the 1940 Act (although the Trust is 

not one of the funds of the type 

described in the Section 16(c) of the 

1940 Act), as well as with Section 16(a) 

of the 1940 Act and, if and when 

applicable, Section 16(b) of the 1940 

Act. Further, the Trust will act in 

accordance with the Commission’s 

interpretation of the requirements of 

Section 16(a) with respect to periodic 

elections of trustees and with whatever 

rules the Commission may promulgate 

with respect thereto. 

9. The Trust will notify all 

Participants that Separate Account 

prospectus disclosure or Qualified Plan 

prospectuses or other Qualified Plan 

disclosure documents regarding 

potential risks of mixed and shared 

funding may be appropriate. The Trust 

will disclose in its prospectus that (a) 

Shares of the Trust may be offered to 

Separate Accounts of both variable 

annuity and variable life insurance 

contracts and, if applicable, to Qualified 

Plans; (b) due to differences in tax 

treatment and other considerations, the 

interests of various contract owners 

participating in the Trust and the 

interests of Qualified Plans investing in 

the Trust, if applicable, may conflict; 

and (c) the Trust’s Board will monitor 

events in order to identify the existence 

of any material irreconcilable conflicts 

and to determine what action, if any, 

should be taken in response to any such 

conflict. 

10. If and to the extent that Rule 6e–

2 and Rule 6e–3(T) under the 1940 Act 

are amended, or proposed Rule 6e–3 

under the 1940 Act is adopted, to 

provide exemptive relief from any 

provision of the 1940 Act, or the rules 

promulgated thereunder, with respect to 

mixed or shared funding, on terms and 

conditions materially different from any 

exemptions granted in the order 

requested in this Application, then the 

Trust and/or Participating Insurance 

Companies, as appropriate, shall take 

such steps as may be necessary to 

comply with Rules 6e–2 and 6e–3(T), or 

Rule 6e–3, as such rules are applicable. 

11. The Participants, at least annually, 

will submit to the Board such reports, 

materials, or data as a Board reasonably 

may request so that the trustees of the 

Board may fully carry out the 

obligations imposed upon the Board by 

the conditions contained in this 

application. Such reports, materials, and 

data will be submitted more frequently 

if deemed appropriate by the Board. The 

obligations of the Participants to 

provide these reports, materials, and 

data to the Board, when it so reasonably 

requests, will be a contractual obligation 

of all Participants under their 

agreements governing participation in 

the Portfolios. 

12. All reports of potential or existing 

conflicts received by the Board, and all 

Board action with regard to determining 

the existence of a conflict, notifying 

Participants of a conflict, and 

determining whether any proposed 

action adequately remedies a conflict, 

will be properly recorded in the minutes 

of the Board or other appropriate 

records, and such minutes or other 

records shall be made available to the 

Commission upon request. 

13. The Trust will not accept a 

purchase order from a Qualified Plan if 

such purchase would make the 

Qualified Plan shareholder an owner of 

10 percent or more of the assets of such 

Portfolio unless such Qualified Plan 

executes an agreement with the Trust 

governing participation in such 

Portfolio that includes the conditions 

set forth herein to the extent applicable. 

A Qualified Plan or Qualified Plan 

participant will execute an application 

containing an acknowledgment of this 

condition at the time of its initial 

purchase of shares of any Portfolio. 

14. A Portfolio will make its shares 

available under a Variable Contract and/ 

or Qualified Plan at or about the same 

time as it accepts any seed capital from 

any Wilshire Entity or any General 

Account of a Participating Insurance 

Company. 

Conclusions 

Applicants submit, based on the 

grounds summarized above, that the 

exemptions requested are necessary or 

appropriate in the public interest and 

consistent with the protection of 

investors and the purposes fairly 

intended by the policy and provisions of 

the 1940 Act. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–3068 Filed 2–22–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55308; File No. SR–CHX–

2006–38] 

Self-Regulatory Organizations; 

Chicago Stock Exchange, Inc.; Notice 

of Filing of a Proposed Rule Change 

To Extend the Late Trading Session 

and To Permit Only the Execution of 

Cross Orders During That Session 

February 15, 2007. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on December 

22, 2006, the Chicago Stock Exchange, 

Inc. (the ‘‘CHX’’ or the ‘‘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 CHX. 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 its 

rules (i) To extend its late trading 

session until 4 p.m. and (ii) to provide 

that only cross orders may be executed 

during that session. The text of this 

proposed rule change is available on the 

Exchange’s Web site at http:// 

www.chx.com/rules/ 

proposed_rules.htm, at the Exchange’s 

principal office, and in the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

CHX included statements concerning 

the purpose of and basis for the 

proposed rule change and discussed any 

comments it received regarding the 

proposal. The text of these statements 

may be examined at the places specified 

in Item IV below. The CHX has prepared 

summaries, set forth in sections A, B, 

and C below, of the most significant 

aspects of such statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

In the Exchange’s new trading model, 

the Exchange conducts two trading 


cprice-sewell on PROD1PC61 with NOTICES
8216 Federal Register / Vol. 72, No. 36 / Friday, February 23, 2007 / Notices 

3The regular trading session for certain ETFs 

extends to 3:15 p.m. (Central Time). 

4See CHX Rules, Article 20, Rule 8(c)(3). All 

orders remaining in the Matching System at the end 

of the regular trading session are cancelled back to 

the firms that submitted them; firms must submit 

new orders if they seek to trade in the late trading 

session. 

5 In connection with this change to allow only 

cross orders to be executed during the late trading 

session, the Exchange is proposing a change in its 

definition of ‘‘NBBO’’ to confirm that it applies only 

to protected quotes disseminated during regular 

trading hours. Without this change, a cross order in 

the late trading session technically would be 

required to be submitted at a price that is at or 

better than the NBBO during the late trading session 

(if markets are disseminating protected quotes), 

even though the trade-through provisions of Rule 

611 of Regulation NMS do not apply during that 

session. See Article 20, Rule 4(b)(4)(defining a cross 

order as one that is equal to or better than the 

NBBO). 

6Under the rules relating to its soon-to-be-retired 

trading model, the Exchange’s MAX system is not 

available for trading in the post-primary trading 

session, which begins immediately after the end of 

the regular trading session. See Article XX, Rule 37, 

Interpretation and Policy .05. The Exchange’s floor 

brokers can receive and execute orders during the 

post-primary trading session and often execute 

those orders as cross transactions. 

7Other markets have instituted trading sessions 

that occur after the end of regular trading and that 

involve the execution of cross transactions. See, 

e.g., Boston Stock Exchange Rules, Ch. IIC 

(Extended Hours Crossing Session), Section 4 

(noting that ‘‘only matched orders are eligible for 

execution during the ETS’’); New York Stock 

Exchange 900 Series Rules ((’’Off-Hours Trading 

Facility Rules’’) including Rules 902 and 907 

(describing different types of coupled orders that 

can be executed during the NYSE off-hours 

sessions)). 

8 15 U.S.C. 78f(b). 

9 15 U.S.C. 78f(b)(5). 10 17 CFR 200.30–3(a)(12). 

sessions. The first session—called the 

regular trading session—is held from 

8:30 a.m. (Central Time) to 3 p.m. 

(Central Time).3 The second trading 

session—called the late trading 

session—is held from the end of the 

regular session until 3:30 p.m. (Central 

Time). The Exchange’s Matching System 

begins accepting orders for the late 

trading session immediately after the 

closing of the regular trading session in 

a security.4

Through this proposal, the Exchange 

seeks to extend its late trading session 

by one-half hour, to 4 p.m. (Central 

Time), and to confirm that only cross 

orders may be executed during the late 

trading session. The slightly longer 

trading session is designed to allow 

CHX participants to trade for a full hour 

after the normal close of the regular 

trading session. The cross-orders-only 

rule simply confirms that CHX 

participants may only submit cross 

orders for execution during the late 

trading session.5 The Exchange believes 

that it is appropriate to limit the late 

trading session to cross orders for a 

variety of reasons—including the fact 

that doing so is consistent with the 

types of orders currently submitted by 

CHX participants during its current 

after-hours trading session.6 The 

Exchange also believes that this 

proposal is consistent with late trading 

sessions operated by other markets.7

2. Statutory Basis 

Approval of the rule changes 

proposed in this submission is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder that are applicable to a 

national securities exchange, and, in 

particular, with the requirements of 

Section 6(b) of the Act.8 In particular, 

the proposed changes are consistent 

with Section 6(b)(5) of the Act,9 because 

they would promote just and equitable 

principles of trade, remove 

impediments to, and perfect the 

mechanism of, a free and open market 

and a national market system, and, in 

general, protect investors and the public 

interest by permitting the Exchange to 

operate a late trading session during 

which only cross orders are eligible for 

execution. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule changes would 

impose any burden on competition. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received from 

Members, Participants or Others 

No written comments were either 

solicited or received. 

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 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 rulecomments@sec.gov. Please include File 

No. SR–CHX–2006–38 on the subject 

line. 

Paper Comments: 

• Send paper comments in triplicate 

to Nancy M. Morris, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

No. SR–CHX–2006–38. 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. Copies of such filing will also be 

available for inspection and copying at 

the principal office of the CHX. 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–CHX–2006–38 and should be 

submitted on or before March 16, 2007. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.10

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–3090 Filed 2–22–07; 8:45 am] 

BILLING CODE 8010–01–P 


cprice-sewell on PROD1PC61 with NOTICES