Federal Register / Vol. 74, No. 65 / Tuesday, April 7, 2009 / Notices 15803 

12 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 58704 

(October 1, 2008), 73 FR 59026 (October 8, 2008) 

(order approving listing and trading on the 

Exchange of the Trusts (‘‘Approval Order’’)); See 

also Securities Exchange Act Release No. 58469 

(September 5, 2008), 73 FR 53306 (September 15, 

2008) (SR–NYSEArca–2008–92) (notice of proposed 

rule change to list and trade the Trusts on the 

Exchange) (‘‘Initial Notice’’). The Shares are being 

offered by the Trusts under the Securities Act of 

1933, 15 U.S.C. 77a. On February 17, 2009, the 

depositor filed with the Commission preliminary 

Registration Statements on Form S–1 (Amendment 

No. 3) for the Up MacroShares (File No. 333– 

151522) and for the Down MacroShares (File No. 

333–151523) (‘‘Registration Statements’’). 

4Shares of the Up Trust and the Down Trust are 

referred to collectively as ‘‘Shares.’’ 

5See Securities Exchange Act Release No. 59542 

(March 9, 2009), 74 FR 11167 (‘‘Notice’’). 

6See Approval Order, supra note 3. 

7The Reference Value of the Index is the 

Reference Price for purposes of NYSE Arca Equities 

Rule 8.400. 

8With the exception of the proposed change to 

the leverage factor, and a change in the distribution 

date from a date in 2018 to a date in 2014, the 

Exchange states that all representations made by the 

Exchange in the Initial Notice continue to apply. 

See Notice, supra note 5, 74 FR at 11168, n. 8. 

9See supra notes 3 and 5. 

Number SR–NYSEAmex–2009–03 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–2009–03. 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 on official business days between 

the hours of 10 a.m. and 3 p.m. 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– 

NYSEAmex–2009–03 and should be 

submitted on or before April 28, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–7831 Filed 4–6–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59678; File No. SR– 

NYSEArca–2009–14] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Granting Accelerated 

Approval of a Proposed Rule Change 

Relating to the Leverage Factor 

Applicable to the MacroShares Major 

Metro Housing Trusts 

April 1, 2009. 

On March 3, 2009, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ or ‘‘Exchange’’), through 

its wholly owned subsidiary, NYSE 

Arca Equities, Inc. (‘‘NYSE Arca 

Equities’’), filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

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

Securities Exchange Act of 1934 

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

proposed rule change to modify the 

representation made in SR–NYSEArca– 

2008–92 3 regarding the leverage factor 

applicable to the MacroShares Major 

Metro Housing Up Trust (‘‘Up Trust’’) 

and the MacroShares Major Metro 

Housing Down Trust (‘‘Down Trust’’) 

(collectively, the ‘‘Trusts’’) and, 

specifically, to indicate that the leverage 

factor to be applied will be 3 rather than 

2.4 The proposed rule change was 

published in the Federal Register on 

March 16, 2009 for a 15-day comment 

period.5 The Commission received no 

comments on the proposal. This order 

grants approval to the proposed rule 

change on an accelerated basis. 

I. Description of the Proposal 

The Commission previously 

approved, pursuant to Section 19(b)(2) 

of the Act, the Exchange’s proposal to 

list and trade the Up MacroShares and 

the Down MacroShares as Paired Trust 

Shares under NYSE Arca Equities Rule 

8.400.6

As described in the Approval Order 

and the Initial Notice, the Up Trust and 

the Down Trust intend to issue Up 

MacroShares and Down MacroShares, 

respectively, on a continuous basis. The 

Up MacroShares and the Down 

MacroShares represent undivided 

beneficial interests in the Up Trust and 

the Down Trust, respectively. 

The Trusts will make quarterly 

distributions and a final distribution 

that is based on the value of the S&P/ 

Case-Shiller Composite-10 Home Price 

Index (‘‘Index’’), as well as on prevailing 

interest rates on U.S. Treasury 

obligations. The last published value of 

the S&P/Case-Shiller Composite-10 

Home Price Index is referred to as the 

‘‘Reference Value of the Index’’ or 

‘‘Reference Value’’, as discussed in the 

Initial Notice.7

If the Reference Value rises above its 

specified starting level, the Up Trust’s 

Underlying Value (as described in the 

Initial Notice) will increase to include 

all of its assets plus a portion of the 

assets of the paired Down Trust. This 

portion of assets due from the Down 

Trust will be multiplied by a specified 

‘‘leverage factor.’’ Conversely, if the 

level of the Reference Value of the Index 

falls below its starting level on and after 

the closing date, the Up Trust’s 

Underlying Value will decrease, because 

a portion of its assets will be included 

in the Underlying Value of its paired 

Down Trust, such portion being 

multiplied by the leverage factor. 

The Initial Notice stated that the 

leverage factor would be 2, as initially 

described in the Registration 

Statements. The Trusts now intend to 

utilize a leverage factor of 3.8 The effect 

of this will be to triple any increase or 

decrease in the Underlying Value of the 

Up Trust or the Down Trust, depending 

upon whether there is an increase or 

decrease in the Reference Value of the 

Index. 

Additional information relating to the 

Trusts and Shares is available in the 

Registration Statements, the Notice, the 

Initial Notice and the Approval Order.9

II. Discussion and Commission’s 

Findings 

The Commission has carefully 

reviewed the proposed rule change and 

finds that it is consistent with the 

15804 Federal Register / Vol. 74, No. 65 / Tuesday, April 7, 2009 / Notices 

10 15 U.S.C. 78f. 

11 In approving this proposed rule change the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

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

12 15 U.S.C. 78f(b)(5). 

13See Approval Order, supra note 3. 

14See supra notes 5 and 8. 

15See e.g., Securities Exchange Act Release Nos. 

58825 (October 21, 2008), 73 FR 63756 (October 27, 

2008) (SR–NYSEArca–2008–89) (approving 

amendment to Rule 5.2(j)(3) to permit listing of 

Investment Company Units where the issuer seeks 

to provide investment results, before fees and 

expenses, up to ¥300% of the percentage 

performance on a given day of a particular equity 

index); 59332 (January 30, 2009), 74 FR 6338 

(February 2, 2009) (SR–NYSEArca–2008–136) 

(approving amendment to NYSE Arca Equities Rule 

5.2(j)(6) to permit a loss or negative payment at 

maturity with respect to an issue of Index-Linked 

Securities to be accelerated by a multiple up to 

three times the performance of an underlying 

Reference Asset, as defined in NYSE Arca Equities 

Rule 5.2(j)(6)). 

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

17 Id. 

18 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 e-mail from Clare F. Saperstein, Managing 

Director, Office of General Counsel, NYSE 

Regulation, Inc., to David Liu, Assistant Director, 

Commission, dated March 31, 2009. 

5 15 U.S.C. 78s(b)(3)(A). 

6 17 CFR 240.19b–4(f)(6). 

7See SR–NYSE–2009–35 (formally submitted on 

March 23, 2009). 

requirements of Section 6 of the Act 10

and the rules and regulations 

thereunder applicable to a national 

securities exchange.11 In particular, the 

Commission finds that the proposal is 

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

Act,12 which requires, among other 

things, that the Exchange’s rules be 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transaction in securities, 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 notes that it has 

previously approved the listing and 

trading of the Trusts under NYSE Arca 

Equities Rule 8.400.13 The Commission 

also notes that the Exchange has 

represented that, with the exception of 

the change to the leverage factor 

applicable to the Trusts, and a change 

to the distribution date, all prior 

representations made in the Initial 

Notice will continue to apply.14 This 

approval order is based on the 

Exchange’s representations. 

The Commission believes that the 

increase from 2 to 3 of the leverage 

factor applicable to the Up MacroShares 

and the Down MacroShares, 

respectively, is reasonable to facilitate 

the listing and trading of the Shares. 

Additionally, the Commission believes 

that the increase of the leverage factor 

should help to increase competition 

among market participants and benefit 

investors. The Commission also notes 

that it has previously approved the 

listing and trading of other exchangetraded products with up to 300% 

leverage.15

III. Accelerated Approval 

The Commission finds good cause, 

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

Act,16 for approving the proposal prior 

to the thirtieth day after the date of 

publication of the Notice in the Federal 

Register. The Commission has received 

no comments regarding the proposed 

rule change, and the Commission finds 

that the proposed rule change does not 

raise any novel regulatory issues. 

Additionally, the Commission believes 

that accelerating approval of this 

proposal should benefit the market by 

making available to investors, without 

undue delay, additional products in the 

market for Paired Trust Shares. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,17 that the 

proposed rule change (SR–NYSEArca– 

2009–14) be, and it hereby is, approved 

on an accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–7775 Filed 4–6–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59665; File No. SR– 

NYSEAmex–2009–05] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by NYSE 

Amex LLC Amending Equities Rule 

48.10 To Extend the Temporary 

Provisions of the Rule Relating to the 

Ability of the Exchange To Declare an 

Extreme Market Volatility Condition 

and Suspend Certain Exchange 

Requirements Relating to the Closing 

of Securities at the Exchange 

March 31, 2009. 

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 March 

23, 2009, NYSE Amex LLC4 (the 

‘‘Exchange’’ or ‘‘NYSE Amex’’) filed 

with the Securities and Exchange 

Commission (the ‘‘SEC’’ or 

‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the self-regulatory organization. The 

Exchange filed the proposed rule change 

pursuant to Section 19(b)(3)(A) of the 

Act 5 and Rule 19b–4(f)(6) thereunder,6

which renders it effective upon filing 

with the Commission. The Commission 

is publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Equities Rule 48.10 to extend the 

temporary provisions of the rule relating 

to the ability of the Exchange to declare 

an extreme market volatility condition 

and suspend certain Exchange 

requirements relating to the closing of 

securities at the Exchange. 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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend 

NYSE Amex Equities Rule 48.10 to 

temporarily extend the provisions of the 

rule relating to declaring an extreme 

market volatility condition at the close.7

On November 26, 2008, NYSE Amex 

filed a rule proposal to conform its rules 

to those of the New York Stock