27876 Federal Register / Vol. 72, No. 95 / Thursday, May 17, 2007 / Notices 

8 In approving this rule change, the Commission 

notes that it has considered the proposal’s impact 

on efficiency, competition, and capital formation. 

See 15 U.S.C. 78c(f). 

9 15 U.S.C. 78f(b)(5). 

10 15 U.S.C. 78l(f). 

11Section 12(a) of the Act, 15 U.S.C. 78l(a), 

generally prohibits a broker-dealer from trading a 

security on a national securities exchange unless 

the security is registered on that exchange pursuant 

to Section 12 of the Act. Section 12(f) of the Act 

excludes from this restriction trading in any 

security to which an exchange ‘‘extends UTP.’’

When an exchange extends UTP to a security, it 

allows its members to trade the security as if it were 

listed and registered on the exchange even though 

it is not so listed and registered. 

12See supra notes 3 and 4. 

13 17 CFR 240.12f–5. 

14 15 U.S.C. 78k–1(a)(1)(C)(iii). 

15See, e.g., NYSE Arca Equities Rule 7.34; 

Securities Exchange Act Release No. 54997 

(December 21, 2006), 71 FR 78501 (December 29, 

2006). 

16 15 U.S.C. 78s(b)(2). 

17 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

securities exchange.8 In particular, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(5) of the Act,9 which requires that 

an exchange have rules designed, among 

other things, 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 Commission 

believes that this proposal should 

benefit investors by increasing 

competition among markets that trade 

the Shares. 

In addition, the Commission finds 

that the proposal is consistent with 

Section 12(f) of the Act,10 which permits 

an exchange to trade, pursuant to UTP, 

a security that is listed and registered on 

another exchange.11 The Commission 

notes that it previously approved the 

listing and trading of the Shares on 

Amex and NYSE Arca.12 The 

Commission also finds that the proposal 

is consistent with Rule 12f–5 under the 

Act,13 which provides that an exchange 

shall not extend UTP to a security 

unless the exchange has in effect a rule 

or rules providing for transactions in the 

class or type of security to which the 

exchange extends UTP. The Exchange 

has represented that it meets this 

requirement because it 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. 

The Commission further believes that 

the proposal is consistent with Section 

11A(a)(1)(C)(iii) of the Act,14 which sets 

forth Congress’ finding that it is in the 

public interest and appropriate for the 

protection of investors and the 

maintenance of fair and orderly markets 

to assure the availability to brokers, 

dealers, and investors of information 

with respect to quotations for and 

transactions in securities. Quotations for 

and last-sale information regarding the 

Shares are disseminated through the 

facilities of the CTA and the 

Consolidated Quotation System. In 

addition, the IIV of the Fund is 

disseminated every 15 seconds 

throughout the trading day by the 

national securities exchange on which 

the Fund is listed or by other 

information providers or market data 

vendors. 

Furthermore, the Commission 

believes that the proposal is reasonably 

designed to preclude trading of the 

Shares when transparency is impaired. 

CBOE Rule 52.3 sets forth trading halt 

procedures when CBOE trades the 

Shares pursuant to UTP. Under this 

rule, if the listing market halts trading 

when the IIV is not being calculated or 

widely disseminated, CBOE also would 

halt trading in the Shares. This rule is 

substantially similar to those recently 

adopted by other exchanges and found 

by the Commission to be consistent with 

the Act.15

The Commission notes that, if the 

Shares should be delisted by the listing 

market, the Exchange would no longer 

have authority to trade the Shares 

pursuant to this order. 

In support of this proposal, the 

Exchange has made the following 

representations: 

1. The Exchange’s surveillance 

procedures are adequate to properly 

monitor Exchange trading of the Shares 

and to deter and detect violations of 

Exchange rules. 

2. Prior to the commencement of 

trading, the Exchange would inform its 

members and member organizations in 

an Information Circular of the special 

characteristics and risks associated with 

trading the Shares. 

3. The Information Circular would 

include the requirement that members 

and member firms deliver a prospectus 

to investors purchasing newly issued 

Shares prior to or concurrently with the 

confirmation of a transaction. 

This approval order is conditioned on 

the Exchange’s adherence to these 

representations. 

The Commission finds good cause for 

approving this proposal before the 

thirtieth day after the publication of 

notice thereof in the Federal Register. 

As noted previously, the Commission 

previously found the listing and trading 

of the Shares on Amex and NYSE Arca 

to be consistent with the Act. The 

Commission presently is not aware of 

any regulatory issue that should cause it 

to revisit that finding or would preclude 

the trading of the Shares on the 

Exchange pursuant to UTP. Therefore, 

accelerating approval of this proposal 

should benefit investors by creating, 

without undue delay, additional 

competition in the market for the 

Shares. 

V. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,16 that the 

proposed rule change (SR–CBOE–2007–

48) be and it hereby is, approved on an 

accelerated basis. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.17

J. Lynn Taylor, 

Assistant Secretary. 

[FR Doc. E7–9468 Filed 5–16–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55750; File No. SR–CBOE–

2007–46] 

Self-Regulatory Organizations; 

Chicago Board Options Exchange, 

Incorporated; Notice of Filing and 

Order Granting Accelerated Approval 

of Proposed Rule Change To Trade the 

SPDR DJ Global Titans ETF Pursuant 

to UTP 

May 11, 2007. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on May 9, 

2007, the Chicago Board Options 

Exchange, Incorporated (‘‘Exchange’’ or 

‘‘CBOE’’), filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

the proposed rule change as described 

in Items I and II below, which Items 

have been substantially prepared by the 

Exchange. This notice and order 

provides notice of the proposed rule 

change and approves the proposal on an 

accelerated basis. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Chicago Board Options Exchange, 

Incorporated (‘‘Exchange’’ or ‘‘CBOE’’) 

proposes to trade shares (‘‘Shares’’) of 

the SPDR DJ Global Titans ETF 

(‘‘Fund’’) pursuant to unlisted trading 

privileges (‘‘UTP’’). The text of the 

proposed rule change is available on the 


pwalker on PROD1PC71 with NOTICES
Federal Register / Vol. 72, No. 95 / Thursday, May 17, 2007 / Notices 27877 

3See Securities Exchange Act Release No. 43338 

(September 25, 2000), 65 FR 59235 (October 4, 

2000) (SR–Amex–00–53). 4CBOE Rule 6.3B. 

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

6 17 CFR 240.12f–5. 

Exchange’s Web site (http:// 

www.cboe.org/Legal), at the Exchange’s 

principal office, and at 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 

Exchange included statements 

concerning the purpose of, and basis for, 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item III below. The 

Exchange has prepared summaries, set 

forth in Sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange is proposing to trade 

Shares of the Fund pursuant to UTP. 

The Fund’s investment objective is to 

replicate as closely as possible, before 

expenses, the performance of the Dow 

Jones Global Titans Index (‘‘Index’’), 

using an indexing investment approach. 

The Commission previously approved 

the original listing and trading of the 

Shares on the American Stock Exchange 

(‘‘Amex’’).3 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. The trading hours for the 

Shares on CBSX will be 8:15 a.m. until 

3:15 p.m. Central Time, unless the 

intraday indicative value (‘‘IIV’’) of the 

Fund is not being calculated and widely 

disseminated before 8:30 a.m., in which 

case trading will begin at 8:30 a.m.; and 

unless the Amex closes trading at 3 

p.m., in which case trading will end at 

3 p.m. 

Quotations for and last sale 

information regarding the Shares are 

disseminated through the Consolidated 

Quotation System. The value of the 

Index is updated intra-day on a realtime basis as individual component 

securities of the Index change in price. 

The intraday value of the Index is 

disseminated every 15 seconds 

throughout the trading day. In addition, 

a value for the Index is disseminated 

once each trading day, based on closing 

prices in the relevant exchange markets. 

To provide updated information 

relating to the Shares for use by 

investors, professionals, and persons 

wishing to create or redeem them, Amex 

disseminates through the facilities of the 

Consolidated Tape Association the IIV 

for the Fund as calculated by a 

securities information provider. The IIV 

is disseminated on a per-share basis 

every 15 seconds during regular trading 

hours. CBOE Rule 52.3 provides that, if 

the IIV ceases to be widely available, 

CBSX would cease trading the Shares. 

In connection with the trading of the 

Shares, the Exchange would inform 

members and member organizations in 

an Information Circular of the special 

characteristics and risks associated with 

trading the Shares, including how they 

are created and redeemed, the 

prospectus or product description 

delivery requirements applicable to the 

Shares, applicable Exchange rules, how 

information about the value of the 

underlying Index is disseminated, and 

trading information. In addition, before 

a member recommends a transaction in 

the Shares, the member must determine 

that the Shares are suitable for the 

customer as required by CBOE Rule 

53.6. 

With respect to trading halts, the 

Exchange may consider all relevant 

factors in exercising its discretion to 

halt or suspend trading in the Shares. 

Trading may be halted because of 

market conditions or for reasons that, in 

the view of the Exchange, make trading 

in the Fund inadvisable. These may 

include: (1) The extent to which trading 

is not occurring in the securities 

comprising the underlying index and/or 

financial instrument of the Fund, or (2) 

whether other unusual conditions or 

circumstances detrimental to the 

maintenance of a fair and orderly 

market are present. In addition, trading 

in the Shares would be subject to 

trading halts caused by extraordinary 

market volatility pursuant to the 

Exchange’s ‘‘circuit breaker’’ rule.4

Moreover, the Exchange represents 

that it would cease trading the Shares if 

the listing market stops trading the 

Shares because of a regulatory halt 

similar to a halt based on CBOE Rule 

6.3. UTP trading in the Shares is also 

governed by the trading halts provisions 

of CBOE Rule 52.3 relating to temporary 

interruptions in the calculation or wide 

dissemination of the IIV or the value of 

the underlying index. 

The Exchange intends to utilize its 

existing surveillance procedures 

applicable to equity security products to 

monitor trading in the Shares. The 

Exchange represents that these 

procedures are adequate to monitor 

Exchange trading of the Shares. 

2. Statutory Basis 

CBOE believes that the proposed rule 

change is consistent with the Act and 

the rules and regulations thereunder 

applicable to a national securities 

exchange. Specifically, the Exchange 

believes the proposed rule change is 

consistent with the Section 6(b)(5) 5

requirements that an exchange have 

rules that are designed 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 to 

protect investors and the public interest. 

In addition, CBOE believes that the 

proposal is consistent with Rule 12f–5 

under the Act 6 because it deems each 

Share to be an equity security, thus 

rendering trading in each Fund subject 

to the Exchange’s existing rules 

governing the trading of equity 

securities. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

CBOE does not believe that the 

proposed rule change will impose any 

burden on competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

The Exchange neither solicited nor 

received comments on the proposal. 

III. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

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–CBOE–2007–46 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. 


pwalker on PROD1PC71 with NOTICES
27878 Federal Register / Vol. 72, No. 95 / Thursday, May 17, 2007 / Notices 

7 In approving this rule change, the Commission 

notes that it has considered the proposal’s impact 

on efficiency, competition, and capital formation. 

See 15 U.S.C. 78c(f). 

8 15 U.S.C. 78f(b)(5). 

9 15 U.S.C. 78l(f). 

10Section 12(a) of the Act, 15 U.S.C. 78l(a), 

generally prohibits a broker-dealer from trading a 

security on a national securities exchange unless 

the security is registered on that exchange pursuant 

to Section 12 of the Act. Section 12(f) of the Act 

excludes from this restriction trading in any 

security to which an exchange ‘‘extends UTP.’’

When an exchange extends UTP to a security, it 

allows its members to trade the security as if it were 

listed and registered on the exchange even though 

it is not so listed and registered. 

11See supra note 3. 

12 17 CFR 240.12f–5. 

13 15 U.S.C. 78k–1(a)(1)(C)(iii). 

14See e.g., NYSE Arca Equities Rule 7.34; 

Securities Exchange Act Release No. 54997 

(December 21, 2006), 71 FR 78501 (December 29, 

2006). 

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

16 17 CFR 200.30–3(a)(12). 

All submissions should refer to File 

Number SR–CBOE–2007–46. 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 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–CBOE–2007–46 and should 

be submitted on or before June 7, 2007. 

IV. Commission’s Findings and Order 

Granting Accelerated Approval of the 

Proposed Rule Change 

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange.7 In particular, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(5) of the Act,8 which requires that 

an exchange have rules designed, among 

other things, 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 Commission 

believes that this proposal should 

benefit investors by increasing 

competition among markets that trade 

the Shares. 

In addition, the Commission finds 

that the proposal is consistent with 

Section 12(f) of the Act,9 which permits 

an exchange to trade, pursuant to UTP, 

a security that is listed and registered on 

another exchange.10 The Commission 

notes that it previously approved the 

listing and trading of each of the Shares 

on Amex.11 The Commission also finds 

that the proposal is consistent with Rule 

12f-5 under the Act,12 which provides 

that an exchange shall not extend UTP 

to a security unless the exchange has in 

effect a rule or rules providing for 

transactions in the class or type of 

security to which the exchange extends 

UTP. The Exchange has represented that 

it meets this requirement because it 

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. 

The Commission further believes that 

the proposal is consistent with Section 

11A(a)(1)(C)(iii) of the Act,13 which sets 

forth Congress’s finding that it is in the 

public interest and appropriate for the 

protection of investors and the 

maintenance of fair and orderly markets 

to assure the availability to brokers, 

dealers, and investors of information 

with respect to quotations for and 

transactions in securities. Quotations for 

and last-sale information regarding the 

Shares are disseminated through the 

facilities of the CTA and the 

Consolidated Quotation System. In 

addition, the IIV of each Fund is 

disseminated every 15 seconds 

throughout the trading day by the 

national securities exchange on which 

the Fund is listed or by other 

information providers or market data 

vendors. 

Furthermore, the Commission 

believes that the proposal is reasonably 

designed to preclude trading of the 

Shares when transparency is impaired. 

CBOE Rule 52.3 sets forth trading halt 

procedures when CBOE trades an ETF 

pursuant to UTP. Under this rule, if the 

listing market halts trading when the IIV 

is not being calculated or disseminated, 

CBOE also would halt trading in the 

Shares. This rule is substantially similar 

to those recently adopted by other 

exchanges and found by the 

Commission to be consistent with the 

Act.14

The Commission notes that, if the 

Shares should be delisted by the listing 

market, the Exchange would no longer 

have authority to trade the Shares 

pursuant to this order. 

In support of this proposal, the 

Exchange has made the following 

representations: 

1. The Exchange’s surveillance 

procedures are adequate to properly 

monitor Exchange trading of the Shares 

and to deter and detect violations of 

Exchange rules. 

2. Prior to the commencement of 

trading, the Exchange would inform its 

members and member organizations in 

an Information Circular of the special 

characteristics and risks associated with 

trading the Shares. 

3. The Information Circular would 

include the requirement that members 

and member firms deliver a prospectus 

to investors purchasing newly issued 

Shares prior to or concurrently with the 

confirmation of a transaction. 

This approval order is conditioned on 

the Exchange’s adherence to these 

representations. 

The Commission finds good cause for 

approving this proposal before the 

thirtieth day after the publication of 

notice thereof in the Federal Register. 

As noted previously, the Commission 

previously found that the listing and 

trading of the Shares on Amex is 

consistent with the Act. The 

Commission presently is not aware of 

any regulatory issue that should cause it 

to revisit that finding or would preclude 

the trading of the Shares on the 

Exchange pursuant to UTP. Therefore, 

accelerating approval of this proposal 

should benefit investors by creating, 

without undue delay, additional 

competition in the market for the 

Shares. 

V. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,15 that the 

proposed rule change (SR–CBOE–2007–

46) be and it hereby is, approved on an 

accelerated basis. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.16

J. Lynn Taylor, 

Assistant Secretary. 

[FR Doc. E7–9469 Filed 5–16–07; 8:45 am] 

BILLING CODE 8010–01–P 


pwalker on PROD1PC71 with NOTICES