53300 Federal Register / Vol. 73, No. 179 / Monday, September 15, 2008 / Notices 

9 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 C.F.R. 240.19b–4(f)(6). 

5See Post-Effective Amendment No. 14 to 

Registration Statement on Form N–1A for the Trust 

(File Nos. 333–132380 and 811–21864) 

(‘‘Registration Statement’’). The descriptions of the 

Funds and the Shares contained herein are based 

on information in the Registration Statement. 

6See Securities Exchange Act Release No. 57801 

(May 8, 2008), 73 FR 27878 (May 14, 2008) (order 

approving SR–NYSEArca–2008–31). 

7WisdomTree Investments, Inc. (‘‘WisdomTree 

Investments’’) is the parent company of 

WisdomTree Asset Management. 

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 ISE. 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–ISE–2008–36 and should be 

submitted on or before October 6, 2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–21391 Filed 9–12–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58489; File No. SR– 

NASDAQ–2008–073] 

Self-Regulatory Organizations; the 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Trade 

Shares of 12 Funds of the WisdomTree 

Trust Pursuant to Unlisted Trading 

Privileges 

September 8, 2008. 

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 August 

29, 2008, The NASDAQ Stock Market 

LLC (‘‘Nasdaq’’ 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 prepared by Nasdaq. Nasdaq has 

designated the proposed rule change as 

constituting a rule change under section 

19(b)(3)(A) of the 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 

Nasdaq is filing a proposed rule 

change to trade, pursuant to unlisted 

trading privileges (‘‘UTP’’), shares 

(‘‘Shares’’) of 12 funds (each a ‘‘Fund’’) 

of the WisdomTree Trust (‘‘Trust’’) 

under Nasdaq Rule 4420(o) (Managed 

Fund Shares). The text of the proposed 

rule change is available from Nasdaq’s 

Web site at http:// 

nasdaq.cchwallstreet.com, at Nasdaq’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, 

Nasdaq 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. Nasdaq had 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 

Nasdaq proposes to trade the Funds 

on a UTP basis under Nasdaq Rule 

4420(o), which governs the trading of 

‘‘Managed Fund Shares’’ on the 

Exchange. The Shares will be offered by 

the Trust, which was established as a 

Delaware statutory trust on December 

15, 2005. The Trust is registered with 

the Commission as an investment 

company.5 The Commission recently 

approved the listing and trading of these 

same Funds by NYSE Arca, Inc. on its 

exchange.6

Description of the Shares and the Funds 

WisdomTree Asset Management, Inc. 

(‘‘WisdomTree Asset Management’’) is 

the investment adviser to each Fund.7

WisdomTree Asset Management is not 

affiliated with any broker-dealer. Mellon 

Capital Management serves as the subadviser for the Current Income Fund. 

The Dreyfus Corporation serves as the 

subadviser to each International 

Currency Income Fund. The Bank of 

New York is the administrator, 

custodian, and transfer agent for each 

Fund. ALPS Distributors, Inc. serves as 

the distributor for the Funds. 

The Current Income Fund 

The Current Income Fund seeks to 

earn current income while preserving 

capital and maintaining liquidity by 

investing primarily in very short term, 

high-quality money market securities 

denominated in U.S. dollars. Eligible 

investments include commercial paper, 

time deposits and certificates of 

deposits, asset-backed securities, 

government bills, government notes, 

corporate notes, and repurchase 

agreements. The Current Income Fund 

intends to maintain an average portfolio 

maturity of 90 days or less and will not 

purchase any money market security 

with a remaining maturity of more than 

397 calendar days. 

The International Currency Income 

Funds 

Each of the Australian Dollar Fund, 

British Pound Sterling Fund, Canadian 

Dollar Fund, Euro Fund, and Japanese 

Yen Fund: (i) Seeks to earn current 

income reflective of money market rates 

available to foreign investors in the 

specified country or region, and (ii) 

seeks to maintain liquidity and preserve 

capital measured in the currency of the 

specified country or region. Each of 

these Funds intends to invest primarily 

in very short term, investment grade 

money market securities denominated 

in the non-U.S. currency specified in its 

name. Eligible investments include 

short-term securities issued by non-U.S. 

governments, agencies or 

instrumentalities, bank debt obligations 

and time deposits, bankers’ acceptances, 

commercial paper, short-term corporate 

debt obligations, mortgage backed 

securities, and asset-backed securities. 

Each of the Brazilian Real Fund, 

Chinese Yuan Fund, Indian Rupee 

Fund, New Zealand Dollar Fund, South 

African Rand Fund, and South Korean 

Won Fund seeks: (i) To earn current 

income reflective of money market rates 

available to foreign investors in the 

specified country; and (ii) to provide 

exposure to changes in the value of the 

designated non-U.S. currency relative to 

the U.S. Dollar. Each of these Funds 

intends to achieve exposure to the nonU.S. market designated by its name 

using the following strategy. Each of the 

Funds will invest primarily in short 

term U.S. money market securities. In 

mstockstill on PROD1PC66 with NOTICES

Federal Register / Vol. 73, No. 179 / Monday, September 15, 2008 / Notices 53301 

8Each of these Funds may pursue its objectives 

through direct investments in money market 

instruments issued by entities in the applicable 

non-U.S. country and denominated in the 

applicable non-U.S. currency when WisdomTree 

Asset Management believes it is in the best interest 

of the Fund to do so. The decision to secure 

exposure directly or indirectly will be a function of, 

among other things, market accessibility, credit 

exposure, and tax ramifications for foreign 

investors. If any of these Funds pursues direct 

investment, eligible investments will include shortterm securities issued by the applicable foreign 

government and its agencies or instrumentalities, 

bank debt obligations and time deposits, bankers’ 

acceptances, commercial paper, short-term 

corporate debt obligations, mortgage-backed 

securities, and asset-backed securities. 

9The NAV of each Fund’s shares generally is 

calculated once daily Monday through Friday as of 

the close of regular trading (the ‘‘NAV Calculation 

Time’’). NAV per share is calculated by dividing a 

Fund’s net assets by the number of Shares 

outstanding. For more information regarding the 

valuation of Fund investments in calculating a 

Fund’s NAV, see the Registration Statement. 

10The Bid/Ask Price of a Fund is determined 

using the midpoint of the highest bid and the 

lowest offer on the Exchange as of the time of 

calculation of such Fund’s NAV. The records 

relating to Bid/Ask Prices will be retained by the 

Funds and their service providers. 

11See Nasdaq Rule 4120(b)(4) (describing the 

three trading sessions on the Exchange: (1) PreMarket Session from 7 a.m. to 9:30 a.m.; (2) Regular 

Market Session from 9:30 a.m. to 4 p.m. or 4:15 

p.m.; and (3) Post-Market Session from 4 p.m. or 

4:15 p.m. to 8 p.m.). 

12Under accounting procedures followed by the 

Funds, trades made on the prior business day (‘‘T’’) 

will be booked and reflected in NAV on the current 

business day (‘‘T+1’’). Notwithstanding the 

foregoing, portfolio trades that are executed prior to 

the opening of the Exchange on any business day 

may be booked and reflected in the NAV on such 

business day. Accordingly, the Funds will be able 

to disclose at the beginning of the business day the 

portfolio that will form the basis for the NAV 

calculation at the end of the business day. 

13The Intraday Indicative Value is also 

sometimes referred to as the ‘‘Portfolio Indicative 

Value’’ with respect to these securities and is based 

on the current value of the components of the 

Disclosed Portfolio. 

14See 17 CFR 240.10A–3. 

addition, each such Fund will invest a 

smaller portion of its assets in forward 

currency contracts and swaps designed 

to provide exposure to exchange rates 

and/or money market instruments 

available to foreign investors in the nonU.S. market designated in the Fund’s 

name. The combination of U.S. money 

market securities with forward currency 

contracts and currency swaps is 

designed to create a position 

economically similar to a money market 

instrument denominated in a non-U.S. 

currency. A forward currency contract is 

an agreement to buy or sell a specific 

currency at a future date at a price set 

at the time of the contract. A currency 

swap is an agreement between two 

parties to exchange one currency for 

another at a future rate.8

Each International Currency Income 

Fund generally will maintain a 

weighted average portfolio maturity of 

90 days or less and will not purchase 

any money market instrument with a 

remaining maturity of more than 397 

calendar days. 

None of the Funds will invest in nonU.S. equity securities. 

The Shares 

Each Fund issues and redeems Shares 

on a continuous basis at net asset value 

(‘‘NAV’’)9 only in large blocks of shares, 

typically 50,000 shares or more 

(‘‘Creation Units’’), in transactions with 

authorized participants. Each 

International Currency Income Fund 

may issue and redeem Creation Units in 

exchange for a designated basket of nonU.S. currency and an amount of U.S. 

cash, a basket of non-U.S. money market 

instruments and a designated amount of 

cash, or simply a designated amount of 

cash. In addition, creations and 

redemptions of the Current Income 

Fund, the Brazilian Real Fund, Chinese 

Yuan Fund, Indian Rupee Fund, New 

Zealand Dollar Fund, South African 

Rand Fund, and South Korean Won 

Fund are usually in exchange for a 

basket of U.S. money market 

instruments and/or a designated amount 

of cash. Once created, Shares of the 

Funds trade on the secondary market in 

amounts less than a Creation Unit. For 

more information regarding the Shares 

and the Funds, including investment 

strategies, risks, creation and 

redemption procedures, fees, portfolio 

holdings disclosure policies, 

distributions and taxes, see the 

Registration Statement. 

Availability of Information 

The Funds’ Web site (http:// 

www.wisdomtree.com), which will be 

publicly available prior to the public 

offering of Shares, will include a form 

of the Prospectus for each Fund that 

may be downloaded. The Web site will 

include additional quantitative 

information updated on a daily basis, 

including, for each Fund: (1) The prior 

business day’s reported NAV, mid-point 

of the bid/ask spread at the time of 

calculation of such NAV (the ‘‘Bid/Ask 

Price’’); 10 and a calculation of the 

premium and discount of the Bid/Ask 

Price against the NAV; and (2) data in 

chart format displaying the frequency 

distribution of discounts and premiums 

of the daily Bid/Ask Price against the 

NAV, within appropriate ranges, for 

each of the four previous calendar 

quarters. On each business day before 

commencement of the Regular Market 

Session on the Exchange,11 the Funds 

will disclose on their Web site the 

identities and quantities of the 

securities and other assets that will form 

the basis for the calculation of NAV for 

each Fund at the end of the business 

day (‘‘Disclosed Portfolio’’).12 The Web 

site and information will be publicly 

available at no charge. 

Investors interested in a particular 

Fund can also obtain the Trust’s 

Statement of Additional Information 

(‘‘SAI’’), each Fund’s Shareholder 

Reports, and its Form N–CSR and Form 

N–SAR, filed twice a year. The Trust’s 

SAI and Shareholder Reports are 

available free upon request from the 

Trust, and those documents and the 

Form N–CSR and Form N–SAR may be 

viewed on-screen or downloaded from 

the Commission’s Web site (http:// 

www.sec.gov). 

Information regarding market price 

and volume is and will be continually 

available on a real-time basis throughout 

the day on brokers’ computer screens 

and other electronic services. The NAV 

of each Fund will normally be 

determined as of the close of the Regular 

Market Session on Nasdaq (ordinarily 4 

p.m. Eastern Time or ‘‘ET’’) on each 

business day. The previous day’s 

closing price and trading volume 

information will be published daily in 

the financial section of newspapers. 

Quotations and last-sale information for 

the Shares will be available through the 

facilities of the Consolidated Tape 

Association (‘‘CTA’’). In addition, the 

Intraday Indicative Value 13 will be 

disseminated at least every 15 seconds 

during the Regular Market Session 

through the facilities of the CTA. 

Initial and Continued Listing 

The Shares will be subject to Rule 

4420(o), which sets forth the initial and 

continued listing criteria applicable to 

Managed Fund Shares. The Exchange 

represents that for initial and/or 

continued listing, the Shares must be in 

compliance with Rule 10A–3 under the 

Act.14

Trading Halts 

Nasdaq will halt trading in Shares 

under the conditions specified in 

Nasdaq Rules 4120 and 4121. The 

conditions for a halt include a 

regulatory halt by the listing market. 

UTP trading in Shares will also be 

governed by provisions of Nasdaq Rule 

4120(b) relating to temporary 

interruptions in the calculation or wide 

dissemination of the Intraday Indicative 

Value, among other values. 

If Nasdaq becomes aware that the 

NAV or the Disclosed Portfolio with 

respect to a Share is not disseminated to 

all market participants at the same time, 

mstockstill on PROD1PC66 with NOTICES

53302 Federal Register / Vol. 73, No. 179 / Monday, September 15, 2008 / Notices 

15See Nasdaq Rule 4420. 

16FINRA surveils trading on Nasdaq pursuant to 

a regulatory services agreement. Nasdaq is 

responsible for FINRA’s performance under this 

regulatory services agreement. 

17For a list of the current members and affiliate 

members of ISG, see http://www.isgportal.com. 

18 15 U.S.C. 78f. 

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

20 17 CFR 240.12f–5. 

21See e-mail from Jonathon F. Cayne, Assistant 

General Counsel, Nasdsaq to Mitra Mehr, Special 

Counsel, Division of Trading and Markets, 

Commission on September 8, 2008, clarifying text. 

22 15 U.S.C. 78s(b)(3)(A). 

23 23 17 CFR 240.19b–4(f)(6). The Commission 

notes that Nasdaq has satisfied the five day prefiling notice requirement. 

24See supra note 6. 

25For purposes only of waiving the operative date 

of this proposal, the Commission has considered 

the rule’s impact on efficiency, competition, and 

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

it will halt trading in such series until 

such time as the net asset value or the 

Disclosed Portfolio is available to all 

market participants. 

Additionally, Nasdaq may cease 

trading Shares if other unusual 

conditions or circumstances exist 

which, in the opinion of Nasdaq, make 

further dealings on Nasdaq detrimental 

to the maintenance of a fair and orderly 

market. Nasdaq will also follow any 

procedures with respect to trading halts 

as set forth in Nasdaq Rule 4120(c). 

Finally, Nasdaq will stop trading Shares 

if the listing market delists them. 

Trading Rules 

Nasdaq deems the Shares to be equity 

securities, thus rendering trading in the 

Shares subject to Nasdaq’s existing rules 

governing the trading of equity 

securities. Nasdaq will allow trading in 

the Shares 7 a.m. until 8 p.m.15 The 

minimum trading increment for Shares 

on Nasdaq will be $0.01. 

Surveillance 

The Exchange intends to utilize its 

existing surveillance procedures 

applicable to derivative products 

(including exchange-traded funds) to 

monitor trading in the Shares and the 

Exchange represents that these 

procedures are adequate to address any 

concerns about the trading of the Shares 

on Nasdaq. Trading of the Shares 

through Nasdaq will be subject to 

FINRA’s surveillance procedures for 

equity securities in general and 

exchange-traded funds in particular.16

The Exchange may obtain information 

via the Intermarket Surveillance Group 

(‘‘ISG’’) from other exchanges who are 

members or affiliate members of the 

ISG.17

Information Circular 

Prior to the commencement of 

trading, the Exchange will inform its 

members in an Information Circular of 

the special characteristics and risks 

associated with trading the Shares. 

Specifically, the Information Circular 

will discuss the following: (1) The 

procedures for purchases and 

redemptions of Shares in baskets of 

shares (and that Shares are not 

individually redeemable); (2) Nasdaq 

Rule 2310, which imposes suitability 

obligations on Nasdaq members with 

respect to recommending transactions in 

the Shares to customers; (3) how 

information regarding the Intraday 

Indicative Value is disseminated; (4) the 

requirement that members deliver a 

prospectus to investors purchasing 

newly issued Shares prior to or 

concurrently with the confirmation of a 

transaction; (5) the risks involved in 

trading the Shares during the PreMarket and Post-Market Sessions when 

an updated Intraday Indicative Fund 

value will not be calculated or publicly 

disseminated; and (6) trading 

information. 

The Exchange notes that investors 

purchasing Shares directly from a Fund 

will receive a prospectus. Members 

purchasing Shares from a Fund for 

resale to investors will deliver a 

prospectus to such investors. The 

Information Circular will also discuss 

any exemptive, no-action and 

interpretive relief granted by the 

Commission from any rules under the 

Act. 

In addition, the Information Circular 

will reference that the Funds are subject 

to various fees and expenses described 

in the Registration Statement. The 

Information Circular will also reference 

that the CFTC has regulatory 

jurisdiction over the trading of futures 

contracts. 

The Information Circular will also 

disclose the trading hours of the Shares 

of the Funds and that the NAV for the 

Shares will be calculated after 4 p.m. 

(ET) each trading day. The Circular will 

disclose that information about the 

Shares of each Fund and the 

corresponding Indexes will be publicly 

available on the Funds’ Web site. 

2. Statutory Basis 

Nasdaq believes that the proposal is 

consistent with section 6(b) of the Act 18

in general and section 6(b)(5) of the 

Act 19 in particular in that it is 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 facilitating 

transactions in securities, and to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system. Nasdaq 

believes that its rules and procedures 

governing the trading of the Shares 

pursuant to UTP are also consistent 

with the goals section 6(b)(5) and the 

protection of investors. 

In addition, Nasdaq believes that the 

proposal is consistent with Rule 12f–5 

under the Act 20 because it deems each 

Share to be an equity security, thus 

rendering trading in the Shares subject 

to the Exchange’s existing rules 

governing the trading of equity 

securities.21

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

Nasdaq 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 

Written comments were neither 

solicited nor received. 

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 

Act 22 and Rule 19b–4(f)(6) 

thereunder.23

Nasdaq has asked the Commission to 

waive the 30-day operative delay. The 

Commission believes that such waiver is 

consistent with the protection of 

investors and the public interest 

because such waiver should benefit 

investors by creating, without undue 

delay, additional competition in the 

market for the Shares. The Commission 

has previously approved the listing and 

trading of the Shares on another 

exchange 24 and finds that the proposed 

rule change does not present any novel 

or significant regulatory issues. 

Therefore, the Commission designates 

the proposed rule change as operative 

upon filing.25

At any time within 60 days of the 

filing of the proposed rule change the 

mstockstill on PROD1PC66 with NOTICES

Federal Register / Vol. 73, No. 179 / Monday, September 15, 2008 / Notices 53303 

26 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. 58235 

(July 28, 2008), 73 FR 45262. 

4See email from R. Cameron Brewer, dated 

August 23, 2008. 

5The Exchange notes that companies that are 

incorporated in jurisdictions outside the United 

States but that do not qualify as foreign private 

issuers are treated as domestic companies for 

purposes of Section 802.02. 

6 Item 3.01 of Form 8–K requires a registrant to 

file a Form 8–K within four business days of receipt 

of notice from the national securities exchange that 

maintains the principal listing for any class of the 

registrant’s common equity that the registrant or 

such class of the registrant’s securities does not 

satisfy a rule or standard for continued listing on 

the exchange. 

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 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–NASDAQ–2008–073 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NASDAQ–2008–073. 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 will also 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– 

NASDAQ–2008–073 and should be 

submitted on or before October 6, 2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.26

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–21392 Filed 9–12–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58487; File No. SR–NYSE– 

2008–59] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Order 

Approving Proposed Rule Change To 

Reduce the Period Within Which 

Companies Must Issue a Press 

Release After the Exchange Notifies 

Them That They Are Noncompliant 

With Exchange Listing Requirements 

September 8, 2008. 

I. Introduction 

On July 22, 2008, the New York Stock 

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

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 reduce the period within 

which companies must issue a press 

release after the Exchange notifies them 

that they are noncompliant with 

Exchange listing requirements. The 

proposed rule change was published for 

comment in the Federal Register on 

August 4, 2008.3 The Commission 

received one comment in support of the 

proposal.4 This order approves the 

proposed rule change. 

II. Description of the Proposal 

Section 802.02 of the NYSE’s Listed 

Company Manual (the ‘‘Manual’’) 

currently requires a U.S. company to 

issue a press release within 45 days of 

receiving written notification from the 

Exchange that it has fallen below the 

Exchange’s continued listing standards. 

This section further provides that if the 

company fails to issue the press release 

during the allotted 45 days, the 

Exchange will issue the requisite press 

release. Similarly, Section 802.03 of the 

Manual currently requires a non-U.S. 

company to issue a press release within 

90 days of receiving written notification 

from the Exchange that it has fallen 

below the Exchange’s listing standards. 

In addition, if the company fails to issue 

the press release during the allotted 

time, the Exchange will issue the 

required press release. 

The Exchange proposes to amend 

Section 802.02 of the Manual to provide 

that a U.S. company must disclose 

receipt of written notification that it has 

fallen below the Exchange’s listing 

standards by issuing a press release 

within the amount of time allotted by 

the SEC for companies to disclose such 

an occurrence, but in any event, no later 

than four business days after receipt of 

notification from the Exchange.5

Further, the amended rule would 

provide that the Exchange will issue a 

press release on the subject itself if the 

company has not acted within this 

allotted period. The Exchange notes that 

Commission rules currently require 

companies to file a Form 8–K within 

four business days of being notified by 

the Exchange that it does not satisfy a 

rule or standard for continued listing on 

the Exchange.6 The Exchange, therefore, 

believes that the current time period in 

its own rules of 45 days is too long in 

light of the much earlier public notice 

required by the Form 8–K rule. 

The Exchange also proposes to amend 

Section 802.03 of the Manual to require 

a non-U.S. company to issue a press 

release within 30 days of receiving 

written notification that it has fallen 

below the Exchange’s listing standard. 

Further, if the company does not issue 

a press release within that 30-day 

period, the Exchange will do so. The 

Exchange notes that, while foreign 

private issuers are not subject to the 

Form 8–K requirement imposed on 

domestic issuers, the Exchange believes 

that 90 days is an excessive period to 

give companies to make such a material 

disclosure. As such, the Exchange 

proposes to reduce from 90 days to 30 

days the period within which foreign 

private issuers must issue a press 

release with regard to a notification by 

the Exchange of noncompliance with 

Exchange listing standards. 

III. Discussion 

After careful review, the Commission 

finds that the proposed rule change is 

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