Federal Register / Vol. 73, No. 155 / Monday, August 11, 2008 / Notices 46685 

6 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A). 

4 17 CFR 240.19b–4(f)(6). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–18387 Filed 8–8–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58306; File No. SR–

NYSEArca–2008–82] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change in Connection With the 

Proposed Acquisition of The Amex 

Membership Corporation 

August 5, 2008. 

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

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on July 31, 2008, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ or ‘‘Exchange’’) 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. The Exchange filed the 

proposal pursuant to Section 19(b)(3)(A) 

of the Exchange Act 3 and Rule 19b–

4(f)(6) thereunder,4 which renders the 

proposal 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, a Delaware 

Corporation and registered national 

securities exchange is submitting this 

proposed rule change to the 

Commission in connection with the 

proposed acquisition of The Amex 

Membership Corporation (‘‘MC’’), a New 

York not-for-profit corporation that 

owns 100% (99% directly and 1% 

indirectly through a wholly owned 

subsidiary) of American Stock Exchange 

LLC, a Delaware limited liability 

company and registered national 

securities exchange (‘‘Amex’’), by NYSE 

Euronext, the Delaware corporation that 

indirectly owns 100% of the Exchange. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://www.nyse.com, at the 

Exchange’s principal office, and at the 

Commission’s Public Reference Room. 

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 those 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

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

the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange is submitting this 

proposed rule change to the 

Commission in connection with the 

proposed acquisition of MC, a New York 

not-for-profit corporation that owns 

100% of Amex, by NYSE Euronext. The 

proposed acquisition will occur 

pursuant to the terms of the Agreement 

and Plan of Merger, dated as of January 

17, 2008 (as it may be amended from 

time to time, the ‘‘Merger Agreement’’), 

by and among NYSE Euronext, 

Amsterdam Merger Sub, LLC, a 

Delaware limited liability company and 

a wholly owned subsidiary of NYSE 

Euronext formed by NYSE Euronext in 

connection with the Mergers (‘‘Merger 

Sub’’), MC, AMC Acquisition Sub, Inc., 

a Delaware corporation and a wholly 

owned subsidiary of MC (‘‘AMCAS’’), 

American Stock Exchange Holdings, 

Inc., a Delaware corporation and a 

wholly owned subsidiary of MC created 

by MC in connection with the Mergers 

(‘‘Holdings’’), Amex, which is 99 

percent owned by MC and 1 percent 

owned by AMCAS, and American Stock 

Exchange 2, LLC, a Delaware limited 

liability company and a wholly owned 

subsidiary of Holdings formed by 

Holdings in connection with the 

Mergers (‘‘Amex Merger Sub’’). 

Under the terms of the Merger 

Agreement, MC will demutualize and 

NYSE Euronext will acquire the 

business of MC and its subsidiaries 

through a series of mergers (the 

‘‘Mergers’’). Following the Mergers, 

Merger Sub, a wholly owned subsidiary 

of NYSE Euronext and a successor to 

MC and AMCAS, will directly own 

100% of Amex Merger Sub, which will 

be the successor to Amex and a 

registered national securities exchange. 

It is intended that Amex Merger Sub 

will be renamed ‘‘NYSE Alternext U.S. 

LLC’’ (and therefore is referred to in this 

document as ‘‘NYSE Alternext U.S.’’). 

The proposed rule change will not 

become operative until completion of 

the Internal Merger (as defined below). 

Corporate Structure 

Immediately following the NYSE/ 

Amex Merger, NYSE Euronext will 

contribute 100% of the limited liability 

company interest of Merger Sub to 

NYSE Group, Inc. (‘‘NYSE Group’’) 

(such contribution, the ‘‘Contribution’’), 

causing Merger Sub to become a direct 

wholly owned subsidiary of NYSE 

Group. Immediately following the 

Contribution, Merger Sub will merge 

with and into NYSE Alternext U.S., a 

direct wholly owned subsidiary of 

Merger Sub (‘‘Internal Merger’’). As a 

result of the Contribution and the 

Internal Merger, NYSE Alternext U.S. 

will become a direct wholly owned 

subsidiary of NYSE Group. 

Organizational Documents of NYSE 

Euronext 

Currently the NYSE Euronext 

organizational documents provide 

certain protections to the Exchange and 

New York Stock Exchange LLC that are 

designed to protect and facilitate their 

self-regulatory functions. In general, the 

organizational documents of NYSE 

Euronext are being amended to provide 

similar protections to NYSE Alternext 

U.S. as are currently provided to the 

Exchange and New York Stock 

Exchange LLC under those documents. 

In addition, in the proposed new 

Director Independence Policy for NYSE 

Euronext directors, the three-year 

retrospective period (‘‘look-back 

period’’) over which directors’

relationships with members of the 

Exchange and New York Stock 

Exchange LLC are reviewed (which 

following the Mergers will apply 

equally to NYSE Alternext U.S.) has 

been reduced to one year. The Exchange 

believes that this reduction will be 

beneficial in expanding NYSE 

Euronext’s pool of eligible director 

candidates with knowledge of the 

exchange industry, while still 

maintaining sufficient director 

independence. 

The amended and restated bylaws of 

NYSE Euronext are being amended to: 

• Include NYSE Alternext U.S. in the 

definition of ‘‘U.S. Regulated 

Subsidiaries,’’ which currently includes 

New York Stock Exchange LLC, NYSE 

Market, Inc., NYSE Regulation, Inc., 

NYSE Arca, L.L.C., the Exchange, and 


rmajette on PRODPC74 with NOTICES
46686 Federal Register / Vol. 73, No. 155 / Monday, August 11, 2008 / Notices 

5 15 U.S.C. 78c(a)(3)(A). 6 15 U.S.C. 78s. 

7 Id. 

8 Id. 

9 Id. 

NYSE Arca Equities, Inc. and to provide 

that the term ‘‘U.S. Regulated 

Subsidiaries’’ includes those entities 

listed or their successors, but only so 

long as they continue to be controlled, 

directly or indirectly, by NYSE 

Euronext; 

• Provide that the provisions 

referencing New York Stock Exchange 

LLC, NYSE Market, Inc., NYSE 

Regulation, Inc., NYSE Arca, L.L.C., the 

Exchange, and NYSE Arca Equities, Inc. 

apply with respect to those entities or 

their successors, but only so long as 

they or their successors continue to be 

controlled, directly or indirectly, by 

NYSE Euronext; 

• Provide the same protection to 

confidential information pertaining to 

the self-regulatory function of NYSE 

Alternext U.S. or its successor 

(including but not limited to 

disciplinary matters, trading data, 

trading practices and audit information) 

contained in the books and records of 

any of the U.S. Regulated Subsidiaries, 

that shall come into the possession of 

NYSE Euronext, as is currently provided 

under the bylaws of NYSE Euronext 

with respect such confidential 

information pertaining to the selfregulatory function of New York Stock 

Exchange LLC, NYSE Market, Inc., 

NYSE Regulation, Inc., the Exchange, 

and NYSE Arca Equities, Inc., but only 

to the extent that NYSE Alternext U.S. 

and its successor continues to be 

controlled, directly or indirectly by 

NYSE Euronext; 

• Provide that, subject to its fiduciary 

obligations under applicable law, for so 

long as NYSE Euronext directly or 

indirectly controls NYSE Alternext U.S. 

(or its successor), the board of directors 

of NYSE Euronext shall not adopt any 

resolution pursuant to clause (2) of 

Section 1(B) of Article V of the 

certificate of incorporation of NYSE 

Euronext unless the board of Directors 

of NYSE Euronext shall have 

determined that: 

• In the case of a resolution to 

approve the exercise of voting rights in 

excess of 20% of the then outstanding 

votes entitled to be cast on such matter, 

neither such Person nor any of its 

Related Persons (as defined in the 

certificate of incorporation of NYSE 

Euronext) is, with respect to NYSE 

Alternext U.S. (or its successor), a 

‘‘member,’’ as defined in Sections 

3(a)(3)(A)(i), 3(a)(3)(A)(ii), 3(a)(3)(A)(iii) 

and 3(a)(3)(A)(iv) of the Exchange Act 5

(a ‘‘NYSE Alternext Member’’) (any such 

person that is a ‘‘Related Person’’ (as 

defined in the Certificate of 

incorporation of NYSE Euronext) of 

such NYSE Alternext Member is also 

deemed to be a ‘‘NYSE Alternext 

Member’’ for the purposes of the 

proposed Second Amended and 

Restated Bylaws of NYSE Euronext, as 

the context may require); and 

• In the case of a resolution to 

approve the entering into of an 

agreement, plan or other arrangement 

under circumstances that would result 

in shares of stock of NYSE Euronext that 

would be subject to such agreement, 

plan or other arrangement not being 

voted on any matter, or the withholding 

of any proxy relating thereto, where the 

effect of such agreement, plan or other 

arrangement would be to enable any 

person, but for Article V of the 

certificate of incorporation of NYSE 

Euronext, either alone or together with 

its Related Persons, to vote, possess the 

right to vote or cause the voting of 

shares of stock of NYSE Euronext that 

would exceed 20% of the then 

outstanding votes entitled to be cast on 

such matter (assuming that all shares of 

stock of NYSE Euronext that are subject 

to such agreement, plan or other 

arrangement are not outstanding votes 

entitled to be cast on such matter), 

neither such Person nor any of its 

Related Persons is, with respect to 

NYSE Alternext U.S. (or its successor), 

a NYSE Alternext Member; 

• Provide that, subject to its fiduciary 

obligations under applicable law, for so 

long as NYSE Euronext directly or 

indirectly controls NYSE Alternext U.S. 

(or its successor), the board of directors 

of NYSE Euronext shall not adopt any 

resolution pursuant to clause (2) of 

Section 2(B) of Article V of the 

certificate of incorporation of NYSE 

Euronext (which relates to NYSE 

Euronext board of directors approval of 

ownership of NYSE Euronext capital 

stock in excess of 20%), unless the 

board of directors of NYSE Euronext 

shall have determined that neither such 

Person nor any of its Related Persons is, 

with respect to NYSE Alternext U.S. (or 

its successor), a NYSE Alternext 

Member; 

• Provide that, for so long as NYSE 

Euronext controls any of the U.S. 

Regulated Subsidiaries, any amendment 

to or repeal of the bylaws of NYSE 

Euronext must either be (i) filed with or 

filed with and approved by the 

Commission under Section 19 of the 

Exchange Act 6 and the rules 

promulgated thereunder or (ii) 

submitted to the boards of directors of 

the New York Stock Exchange LLC, 

NYSE Market, Inc., NYSE Regulation, 

Inc., the Exchange, NYSE Arca Equities, 

Inc. and NYSE Alternext U.S. or the 

boards of directors of their successors, 

in each case only to the extent that such 

entity continues to be controlled 

directly or indirectly by the NYSE 

Euronext, and if any or all of such 

boards of directors shall determine that 

such amendment or repeal must be filed 

with or filed with and approved by the 

Commission under Section 19 of the 

Exchange Act 7 and the rules 

promulgated thereunder before such 

amendment or repeal may be 

effectuated, then such amendment or 

repeal shall not be effectuated until filed 

with or filed with and approved by the 

Commission, as the case may be; 

• Provide that, for as long as NYSE 

Euronext Controls any European Market 

Subsidiary (as defined in the bylaws of 

NYSE Euronext), any amendment to or 

repeal of the bylaws of NYSE Euronext 

must either be (i) filed with or filed with 

and approved by a European Regulator 

(as defined in the bylaws of NYSE 

Euronext) under European Exchange 

Regulations (as defined in the bylaws of 

NYSE Euronext) or (ii) submitted to the 

boards of directors of the European 

Market Subsidiaries and, if any or all of 

such boards of directors shall determine 

that such amendment or repeal must be 

filed with or filed with and approved by 

a European Regulator under European 

Exchange Regulations before such 

amendment or repeal may be 

effectuated, then such amendment or 

repeal shall not be effectuated until filed 

with or filed with and approved by the 

relevant European Regulator(s); 

• Provide that so long as NYSE 

Euronext shall control, directly or 

indirectly, NYSE Alternext U.S. (or its 

successor), the board of directors of 

NYSE Euronext shall not adopt any 

resolution to repeal or amend any 

provision of the Certificate of 

Incorporation unless such amendment 

or repeal shall either (i) be filed with or 

filed with and approved by the 

Commission under Section 19 of the 

Exchange Act 8 and the rules 

promulgated thereunder or (ii) be 

submitted to the board of directors of 

NYSE Alternext U.S. (or the board of 

directors of its successor), and if such 

board of directors determines that such 

amendment or repeal must be filed with 

or filed with and approved by the 

Commission under Section 19 of the 

Exchange Act 9 and the rules 

promulgated thereunder before such 

amendment or repeal may be 

effectuated, then such amendment or 

repeal shall not be effectuated until filed 


rmajette on PRODPC74 with NOTICES
Federal Register / Vol. 73, No. 155 / Monday, August 11, 2008 / Notices 46687 

10See Securities Exchange Act Release No. 55293 

(February 14, 2007), 72 FR 8033 (February 22, 2007) 

(SR–NYSE–2006–120). 

11 15 U.S.C. 78c(a)(3)(A). 12 15 U.S.C. 78c(a)(3)(A). 

with or filed with and approved by the 

Commission, as the case may be; and 

• Remove or update certain 

references to the Combination 

Agreement, dated as of June 1, 2006, as 

amended and restated as of November 

24, 2006, by and among the NYSE 

Euronext, NYSE Group, Inc., Euronext 

N.V. and Jefferson Merger Sub, Inc. 

The proposed new independence 

policy of the NYSE Euronext board of 

directors will be substantially similar to 

the current Commission-approved 

independence policy of the NYSE 

Euronext board of directors,10 except 

that: 

• The independence policy provision 

relating to relationships with New York 

Stock Exchange LLC and Exchange 

market participants have been expanded 

to equally apply to relationships with 

NYSE Alternext U.S. market 

participants (or the market participants 

of its successor); 

• Instead of relying on the definition 

of ‘‘member’’ or ‘‘member organization’’

or similar terms in the rules of the 

individual exchanges, the proposed new 

independence policy relies on the 

definition of ‘‘member’’ in Sections 

3(a)(3)(A)(i), 3(a)(3)(A)(ii), 3(a)(3)(A)(iii) 

and 3(a)(3)(A)(iv) of the Exchange Act.11

This technical change is designed to 

harmonize the use of those terms in the 

proposed new independence policy 

with respect to each of the Exchange, 

New York Stock Exchange LLC, and 

NYSE Alternext U.S. and to simplify the 

language of the policy; 

• Independence requirements for the 

NYSE Alternext U.S. board of directors 

(or the board of directors of its 

successor) have been added that are the 

same as those for New York Stock 

Exchange LLC’s board of directors; 

• The ‘‘look back period’’ with 

respect to directors’ relationships with 

members of the Exchange and New York 

Stock Exchange LLC (which following 

the Mergers will apply equally to NYSE 

Alternext U.S.) has been reduced from 

three years to one year; 

• All references to New York Stock 

Exchange LLC, the Exchange, NYSE 

Arca Equities, Inc., and NYSE Alternext 

U.S. shall mean each of those entities or 

its successor; and 

• The provision providing for a 

transition period so that the 

independence requirements of the 

NYSE Euronext director independence 

policy would not apply to the European 

Persons on the NYSE Euronext board of 

directors until the annual meeting of 

NYSE Euronext stockholders in 2008 

has been deleted since the revised NYSE 

Euronext Independence Policy is 

expected to go into effect after the 

meeting of NYSE Euronext Stockholders 

in 2008. 

Organizational Documents of NYSE 

Group 

Currently the NYSE Group 

organizational documents provide 

certain protections to the Exchange and 

New York Stock Exchange LLC that are 

designed to protect and facilitate their 

self-regulatory functions. In general, the 

organizational documents of NYSE 

Group are being amended to provide 

similar protections to NYSE Alternext 

U.S. as are currently provided to the 

Exchange and New York Stock 

Exchange LLC under those documents. 

The amended and restated certificate 

of incorporation of NYSE Group is being 

amended to: 

• Provide that, subject to its fiduciary 

obligations under applicable law, for so 

long as NYSE Group directly or 

indirectly controls NYSE Alternext U.S. 

(or its successor), the board of directors 

of NYSE Group shall not adopt any 

resolution pursuant to clause (ii) of 

Section 4(b)(1)(A) of Article IV of the 

certificate of incorporation of NYSE 

Group unless the board of Directors of 

NYSE Group shall have determined 

that: 

• In the case of a resolution to 

approve the exercise of voting rights in 

excess of 20% of the then outstanding 

votes entitled to be cast on such matter, 

neither such Person nor any of its 

Related Persons (as defined in the 

certificate of incorporation of NYSE 

Group) is, with respect to NYSE 

Alternext U.S. (or its successor), a 

‘‘member,’’ as defined in Sections 

3(a)(3)(A)(i), 3(a)(3)(A)(ii), 3(a)(3)(A)(iii) 

and (3)(a)(3)(A)(iv) of the Exchange 

Act 12) (a ‘‘NYSE Alternext Member’’) 

(any such person that is a Related 

Person (as defined in the Second 

Amended and Restated Certificate of 

Incorporation of NYSE Group) of such 

NYSE Alternext Member is also deemed 

to be an ‘‘NYSE Alternext Member’’ for 

purposes of the proposed Second 

Amended and Restate Certificate of 

Incorporation of NYSE Group, as the 

context may require); and 

• In the case of a resolution to 

approve the entering into of an 

agreement, plan or other arrangement 

under circumstances that would result 

in shares of stock of NYSE Group that 

would be subject to such agreement, 

plan or other arrangement not being 

voted on any matter, or the withholding 

of any proxy relating thereto, where the 

effect of such agreement, plan or other 

arrangement would be to enable any 

person, but for Article IV of the 

certificate of incorporation of NYSE 

Group, either alone or together with its 

Related Persons, to vote, possess the 

right to vote or cause the voting of 

shares of stock of NYSE Group that 

would exceed 20% of the then 

outstanding votes entitled to be cast on 

such matter (assuming that all shares of 

stock of NYSE Group that are subject to 

such agreement, plan or other 

arrangement are not outstanding votes 

entitled to be cast on such matter), 

neither such Person nor any of its 

Related Persons is, with respect to 

NYSE Alternext U.S. (or its successor), 

a NYSE Alternext Member; 

• Provide that, subject to its fiduciary 

obligations under applicable law, for so 

long as NYSE Group directly or 

indirectly controls NYSE Alternext U.S. 

(or its successor), the board of directors 

of NYSE Group shall not adopt any 

resolution pursuant to clause (ii) of 

Section 4(b)(2)(B) of Article IV of the 

certificate of incorporation of NYSE 

Group (which relates to NYSE Group 

board of directors approval of 

ownership of NYSE Group capital stock 

in excess of 20%), unless the board of 

directors of NYSE Group shall have 

determined that neither such Person nor 

any of its Related Persons is, with 

respect to NYSE Alternext U.S. (or its 

successor), a NYSE Alternext Member; 

• Include NYSE Alternext U.S. in the 

definition of ‘‘Regulated Subsidiaries,’’

which currently includes New York 

Stock Exchange LLC, NYSE Market, 

Inc., NYSE Regulation, Inc., NYSE Arca, 

L.L.C., the Exchange, and NYSE Arca 

Equities, Inc. and to provide that the 

term ‘‘Regulated Subsidiaries’’ includes 

those entities listed or their successors, 

but only so long as they continue to be 

controlled, directly or indirectly, by 

NYSE Group; 

• Provide the same protections to all 

confidential information pertaining to 

the self-regulatory function of NYSE 

Alternext U.S. as are currently provided 

under the Amended and Restated 

Certificate of Incorporation of NYSE 

Group to confidential information 

pertaining to the self regulatory function 

of New York Stock Exchange LLC, 

NYSE Market, Inc., NYSE Regulation, 

Inc., the Exchange, and NYSE Arca 

Equities, Inc.; 

• Provide that any amendment to or 

repeal of the certificate of incorporation 

of NYSE Group must either be (i) filed 

with or filed with and approved by the 

Commission under Section 19 of the 


rmajette on PRODPC74 with NOTICES
46688 Federal Register / Vol. 73, No. 155 / Monday, August 11, 2008 / Notices 

13 15 U.S.C. 78s. 

14 Id. 

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

16 15 U.S.C. 78s(b)(3)(A). 

17 17 CFR 240.19b–4(f)(6). 

18 17 CFR 240.19b–4(f)(6)(iii). 

19SR–NYSE–2008–60. Specifically, the Exchange 

represents that each exhibit filed with the proposed 

rule filing is identical to the corresponding exhibit 

filed with the NYSE Rule Filing. 

Exchange Act 13 and the rules 

promulgated thereunder or (ii) 

submitted to the boards of directors of 

New York Stock Exchange LLC, NYSE 

Market, Inc., NYSE Regulation, Inc., the 

Exchange, NYSE Arca Equities, Inc. and 

NYSE Alternext U.S. or the boards of 

directors of their successors, in each 

case only to the extent that such entity 

continues to be controlled directly or 

indirectly by the NYSE Group, and if 

any or all of such boards of directors 

shall determine that such amendment or 

repeal must be filed with or filed with 

and approved by the Commission under 

Section 19 of the Exchange Act 14 and 

the rules promulgated thereunder before 

such amendment or repeal may be 

effectuated, then such amendment or 

repeal shall not be effectuated until filed 

with or filed with and approved by the 

Commission, as the case may be. 

The amended and restated bylaws of 

NYSE Group are being amended to: 

• Provide that any amendment to or 

repeal of the bylaws of NYSE Group 

must either be (i) filed with or filed with 

and approved by the Commission under 

Section 19 of the Exchange Act and the 

rules promulgated thereunder or (ii) 

submitted to the boards of directors of 

New York Stock Exchange LLC, NYSE 

Market, Inc., NYSE Regulation, Inc., the 

Exchange, NYSE Arca Equities, Inc. and 

NYSE Alternext U.S. or the boards of 

directors of their successors, in each 

case only to the extent that such entity 

continues to be controlled directly or 

indirectly by the NYSE Group, and if 

any or all of such boards of directors 

shall determine that such amendment or 

repeal must be filed with or filed with 

and approved by the Commission under 

Section 19 of the Exchange Act and the 

rules promulgated thereunder before 

such amendment or repeal may be 

effectuated, then such amendment or 

repeal shall not be effectuated until filed 

with or filed with and approved by the 

Commission, as the case may be. 

Trust Agreement of the NYSE Group 

Trust I 

The Trust Agreement is being 

amended to make certain technical 

changes designed to better provide 

NYSE Alternext U.S. with the same 

protections against certain material 

adverse changes in European Law that 

it currently provides for the Exchange 

and New York Stock Exchange LLC. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with and 

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

of the Exchange Act,15 in that it is 

designed to prevent fraudulent and 

manipulative practices, to promote just 

and equitable principles of trade, to 

remove impediments to, and perfect the 

mechanisms of, a free and open market 

and a national market system, and, in 

general, 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 Exchange 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 

Because the foregoing proposed rule 

change does not: 

(i) Significantly affect the protection 

of investors or the public interest; 

(ii) Impose any significant burden on 

competition; and 

(iii) Become operative for 30 days 

from the date on which it was filed, or 

such shorter time as the Commission 

may designate, if consistent with the 

protection of investors and the public 

interest, it has become effective 

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

Exchange Act 16 and Rule 19b–4(f)(6) 

thereunder.17 As required under Rule 

19b–4(f)(6)(iii) under the Exchange 

Act,18 the Exchange provided the 

Commission with written notice of its 

intent to file the proposed rule change, 

along with a brief description and text 

of the proposed rule change, at least five 

business days prior to the date of the 

filing of the proposed rule change. The 

Exchange represents that the proposed 

rule change is substantially the same as 

the proposed rule change filed by New 

York Stock Exchange LLC related to the 

acquisition of MC by NYSE Euronext 

(the ‘‘NYSE Rule Filing’’).19

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. 

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 Exchange 

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–NYSEArca–2008–82 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549. 

All submissions should refer to File 

Number SR–NYSEArca–2008–82. This 

file number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for inspection and copying in 

the Commission’s Public Reference 

Room, 100 F Street, NE., Washington, 

DC 20549, on official business days 

between the hours of 10 a.m. and 3 p.m. 

Copies of 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–NYSEArca–2008–82 and 

should be submitted on or before 

September 2, 2008. 


rmajette on PRODPC74 with NOTICES
Federal Register / Vol. 73, No. 155 / Monday, August 11, 2008 / Notices 46689 

20 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The shares of the Up Trust are referred to as Up 

MacroShares, the shares of the Down Trust are 

referred to as Down MacroShares, and the Up 

MacroShares and Down MacroShares are referred to 

collectively as the ‘‘Shares.’’

4See Securities Exchange Act Release No. 58024 

(June 25, 2008), 73 FR 38003. 

5Amendment No. 1 provided additional detail 

regarding the availability of the Applicable 

Reference Value (as defined herein) and other 

information relating to the Shares. The amendment 

also clarifies proposed NYSE Arca Equities Rule 

8.400(d)(2)(ii), which describes a circumstance in 

which Paired Trust Shares will be delisted. 

Specifically, the amendment makes clear that the 

Exchange will delist any type of Paired Trust Shares 

(not just Tradeable Shares) for which an intraday 

Reference Price is calculated and disseminated if 

the intraday Reference Price is not calculated or 

disseminated as required by the Rule. 

6The BLS publishes a summary of its 

methodology for calculating the CPI at www.bls.gov/ 

cpi/. In addition, a manual entitled BLS Handbook 

of Methods, in which a chapter is dedicated to 

calculation methodology for the CPI, may be 

accessed on the BLS Web site at www.bls.gov/opub/ 

hom/pdf/homch17.pdf. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–18422 Filed 8–8–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58312; File No. SR–

NYSEArca–2008–63] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of 

Amendment No. 1 and Order Granting 

Accelerated Approval of a Proposed 

Rule Change, as Modified by 

Amendment No. 1 Thereto, To List and 

Trade Shares of the MacroShares 

Medical Inflation Trusts 

August 5, 2008. 

On June 13, 2008, 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: (1) Amend 

NYSE Arca Equities Rule 8.400 (Paired 

Trust Shares); and (2) list and trade 

shares of the MacroShares Medical 

Inflation Up Trust Series 2008–1 (‘‘Up 

Trust’’) and shares of the MacroShares 

Medical Inflation Down Trust Series 

2008–1 (‘‘Down Trust’’ and, together 

with the Up Trust, the ‘‘Trusts’’).3 The 

proposed rule change was published for 

comment in the Federal Register on July 

2, 2008.4 The Commission received no 

comments on the proposal. On July 31, 

2008, the Exchange filed Amendment 

No. 1 to the proposed rule change. This 

order provides notice of filing of 

Amendment No. 1 to the proposed rule 

change,5 and grants accelerated 

approval to the proposed rule change, as 

modified by Amendment No. 1. 

I. Description of the Proposal 

A. Amendments to NYSE Arca Equities 

Rule 8.400 

The Exchange proposes to amend 

NYSE Arca Equities Rule 8.400 

governing Paired Trust Shares to allow 

for the listing and trading of ‘‘Trading 

Shares,’’ a proposed new type of Paired 

Trust Share. Currently, NYSE Arca 

Equities Rule 8.400 defines Paired Trust 

Shares to include only Holding Shares, 

which are issued by a matched pair of 

Trusts (‘‘Holding Trusts’’) in exchange 

for cash, and Tradeable Shares, which 

are issued by a different pair of Trusts 

(‘‘Tradeable Trusts’’) in exchange for the 

deposit of Holding Shares. 

Under the proposed amendments to 

NYSE Arca Equities Rule 8.400, the 

term ‘‘Paired Trust Shares’’ refers to: (1) 

Both Holding Shares and any related 

Tradeable Shares; or (2) solely ‘‘Trading 

Shares,’’ which is a new defined term. 

As proposed, Trading Shares has the 

same definition as Holding Shares, 

except that it is not required that a 

majority of Trading Shares be acquired 

and deposited in a related Tradeable 

Trust, as it is with Holding Shares. The 

Exchange represents that there are no 

substantive differences between the 

proposed Paired Trust Shares structure 

(i.e., a single set of Trading Trusts that 

issue Trading Shares and hold financial 

instruments) and the current two-tier 

structure (i.e., a set of Tradeable Trusts 

that issue Tradeable Shares and hold 

Holding Shares issued by a set of 

Holding Trusts that invest in financial 

instruments). 

B. Listing and Trading of the Shares 

The Up Trust and the Down Trust 

intend to issue Up MacroShares and 

Down MacroShares, respectively, on a 

continuous basis at the direction of 

authorized participants. The Up 

MacroShares and the Down 

MacroShares represent undivided 

beneficial interests in the Up Trust and 

the Down Trust, respectively. 

The assets of each Trust will consist 

of an income distribution agreement and 

settlement contracts entered into with 

the other Trust. Under the income 

distribution agreement, as of any 

distribution date, each Trust will either: 

(1) Be required to pay a portion of its 

available income to the other Trust; or 

(2) be entitled to receive all or a portion 

of the other Trust’s available income, 

based, in each case, on the Applicable 

Reference Value of Medical Inflation 

(the ‘‘Applicable Reference Value,’’ as 

defined below) for each day during the 

preceding calculation period. Under 

each settlement contract, in connection 

with the final scheduled termination 

date, an early termination date or any 

redemption date, each Trust will either: 

(1) Be required to make a final payment 

out of its assets to the other Trust; or (2) 

be entitled to receive a final payment 

from the other Trust out of the assets of 

the other Trust, based, in each case, on 

the Applicable Reference Value for the 

period from the closing date through the 

date of redemption. Each Trust will also 

hold U.S. Treasuries and repurchase 

agreements on U.S. Treasuries to secure 

its obligations under the income 

distribution agreement and the 

settlement contracts. 

Each Trust will make quarterly 

distributions of income on the treasuries 

and a final distribution of all assets it 

holds on deposit on the final scheduled 

termination date, an early termination 

date or a redemption date. Each 

quarterly and final distribution will be 

based on the value for the medical care 

component of the Consumer Price Index 

for All Urban Consumers (‘‘CPI–U’’), as 

calculated and published monthly by 

the Bureau of Labor Statistics (‘‘BLS’’) at 

www.bls.gov.6 The medical care 

component of the CPI–U reflects 

inflation in the cost of medical goods 

and services. The Applicable Reference 

Value is a daily linear interpolation 

based on the monthly values of the 

medical care component of the CPI–U 

for the preceding two months, and is the 

Reference Price for purposes of NYSE 

Arca Equities Rule 8.400, on the basis of 

which quarterly and final distributions 

on the Up MacroShares and Down 

MacroShares are calculated. The 

Applicable Reference Value is 

determined for each calendar day using 

a formula set forth in the Up Trust 

Registration Statement. For purposes of 

determining the Applicable Reference 

Value, following the monthly 

publication by the BLS, any corrections 

to the CPI–U values released for any 

calendar month will not be taken into 

consideration or used to recalculate the 

underlying value of the Shares. 

With respect to the Up Trust, if the 

ratio of the Applicable Reference Value 

on any day to the Applicable Reference 

Value on the closing date (the date on 

which the Trusts entered into an income 


rmajette on PRODPC74 with NOTICES