Federal Register / Vol. 74, No. 98 / Friday, May 22, 2009 / Notices 24055 

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

6 15 U.S.C. 78f(b)(4). 

7 15 U.S.C. 78s(b)(3)(A)(ii). 

8 17 CFR 240.19b–4(f)(2). 

9 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. 

4 15 U.S.C. 78s(b)(3)(A). 

5 17 CFR 240.19b–4(f)(6). 

proposes to assess members the $250 

monthly fee, regardless of usage, and 

solely on the number of order entry 

ports assigned to each member 

organization. Per this proposal, whether 

or not the order entry port is active will 

not be considered in billing the monthly 

fee of $250, only the amount of order 

entry ports per member organization 

will determine the amount billed to a 

member organization. 

2. Statutory Basis 

The Exchange believes that its 

proposal to amend its schedule of fees 

is consistent with Section 6(b) of the 

Act 5 in general, and furthers the 

objectives of Section 6(b)(4) of the Act 6

in particular, in that it is an equitable 

allocation of reasonable fees and other 

charges among Exchange members. The 

proposal would continue to uniformly 

assess the Order Entry Port Fee on 

members in order to support the costs 

of the infrastructure associated with 

market access. The fee remains 

reasonable in that members will 

continue to be charged a flat rate for this 

service based on the number of order 

entry ports. 

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 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 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act 7 and paragraph 

(f)(2) of Rule 19b–4 8 thereunder. 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 proposal 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–Phlx–2009–43 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–Phlx–2009–43. 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 Phlx. 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–Phlx–2009–43 and should 

be submitted on or before June 12, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–11937 Filed 5–21–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59932; File No. SR– 

NYSEArca–2009–43] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by NYSE 

Arca, Inc. Regarding the Minimum 

Creation and Redemption Size 

Applicable to the MacroShares Major 

Metro Housing Trusts 

May 15, 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 May 13, 

2009, NYSE Arca, Inc. (‘‘NYSE Arca’’ or 

the ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the self-regulatory organization. 

NYSE Arca filed the proposed rule 

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

of the Act 4 and Rule 19b–4(f)(6) 

thereunder,5 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, through its whollyowned subsidiary NYSE Arca Equities, 

Inc. (‘‘NYSE Arca Equities’’), proposes 

to modify the representation made in 

SR–NYSEArca–2008–92 regarding the 

minimum creation and redemption size 

aggregation applicable to the 

MacroShares Major Metro Housing Up 

Trust (‘‘Up Trust’’) and the MacroShares 

Major Metro Housing Down Trust 

(‘‘Down Trust’’) (collectively, the 

‘‘Trusts’’). The shares of the Up Trust 

are referred to as the Up MacroShares, 

and the shares of the Down Trust are 

referred to as the Down MacroShares 

(collectively, the ‘‘Shares’’). The text of 


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24056 Federal Register / Vol. 74, No. 98 / Friday, May 22, 2009 / Notices 

6See Securities Exchange Act Release Nos. 58704 

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

(order approving listing and trading on the 

Exchange of the Trusts (‘‘Approval Order’’)); 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 (‘‘Notice’’)). See also, Securities Exchange 

Act Release No. 59542 (April 1, 2009), 74 FR 15803 

(April 7, 2009) (‘‘Modifying Order’’) (order 

approving change to the leverage factor applicable 

to the Trusts). The Shares are being offered by the 

Trusts under the Securities Act of 1933, 15 U.S.C. 

77a. On April 29, 2009, the depositor filed with the 

Commission preliminary Registration Statements on 

Form S–1 (Amendment No. 6) for the Up 

MacroShares (File No. 333–151522) and for the 

Down MacroShares (File No. 333–151523) 

(‘‘Registration Statements’’). The descriptions 

herein relating to the operation of the Trusts is 

based on the Registration Statements. 

7Terms referenced herein relating to the Trusts 

but not defined are defined in the Registration 

Statements. 

8 Generally, the aggregate creation and 

redemption unit size for exchange-traded funds is 

approximately $1.25 million upon the initial 

issuance. 

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

10 15 U.S.C. 78f(b)(5). 

11 15 U.S.C. 78s(b)(3)(A). 

12 17 CFR 240.19b–4(f)(6). 

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 Public 

Reference Room of the Securities and 

Exchange Commission (the 

‘‘Commission’’). 

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 Commission has 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 under NYSE Arca Equities 

Rule 8.400.6 As described in the 

Approval Order and 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. 

As of May 12, 2009, the Shares have not 

commenced trading on the Exchange. 

The assets of the Down Trust will 

consist of an income distribution 

agreement and settlement contracts 

entered into with the Up Trust. 

Similarly, the assets of the Up Trust will 

consist of an income distribution 

agreement and settlement contracts 

entered into with the Down Trust.7 Each 

Trust will also hold U.S. Treasuries, 

repurchase agreements on U.S. 

Treasuries and cash to secure its 

obligations under the income 

distribution agreement and the 

settlement contracts. The trustee for the 

Trusts is State Street Bank and Trust 

Company. 

As described in the Notice, the Trusts 

will make quarterly distributions of net 

income, if any, on the treasuries and a 

final distribution of all assets they hold 

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 of the S&P/CaseShiller Composite-10 Home Price Index 

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

interest rates on U.S. Treasury 

obligations. The last published value of 

the Index is referred to as the 

‘‘Reference Value of the Index’’ or 

‘‘Reference Value’’, as discussed in the 

Notice. 

The Notice stated that the Up 

MacroShares may be issued only in 

MacroShares Units consisting of a 

minimum of 50,000 Up MacroShares 

issued by the Up Trust and 50,000 

Down MacroShares issued by the Down 

Trust. In addition, the Notice stated that 

the Up MacroShares must be redeemed 

together with Down MacroShares by any 

holder who is an authorized participant 

on any business day in MacroShares 

Units consisting of a minimum of 

50,000 Up MacroShares and 50,000 

Down MacroShares, at the respective 

Underlying Value of those Shares, as 

measured on the applicable redemption 

date. 

Since the date of the Approval Order, 

the Trusts have amended the 

Registration Statements to provide that 

the minimum size aggregation for 

issuance and redemption of Shares will 

be 10,000 rather than 50,000 Up 

MacroShares and Down MacroShares 

(collectively ‘‘MacroShare Units’’). The 

Exchange notes that since the Up 

MacroShares and Down MacroShares 

are created and redeemed in tandem, 

the aggregate creation and redemption 

size of the MacroShares Units will be 

approximately $1.25 million upon the 

initial issuance.8 The Exchange also 

notes that the minimum initial issuance 

upon commencement of Exchange 

trading must be at least 100,000 Up 

MacroShares and Down MacroShares, as 

specified in the Notice. The Exchange 

believes that the change to the size of 

MacroShares Units will not adversely 

impact investors or Exchange trading. In 

addition, reduction in the size of 

MacroShares Units may facilitate 

creation and redemption activity in 

Shares, with potential benefits to 

investors, which may include tighter 

bid/ask spreads. Aside from the update 

to the minimum size aggregations for 

issuance and redemption of Shares, 

there is no other change to the operation 

of the Trusts. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) 9 of the Act, 

in general, and furthers the objectives of 

Section 6(b)(5),10 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 mechanisms of a free and 

open market and a national market 

system. The Exchange believes that the 

proposed rule change will facilitate the 

listing and trading of the Shares, which 

will enhance competition among market 

participants, to the benefit of investors 

and the marketplace. 

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 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 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 11 and Rule 

19b–4(f)(6) thereunder.12 Because the 

foregoing proposed rule change: (1) 

Does not significantly affect the 


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Federal Register / Vol. 74, No. 98 / Friday, May 22, 2009 / Notices 24057 

13 15 U.S.C. 78s(b)(3)(A). 

14 17 CFR 240.19b–4(f)(6). 

15See id. In addition, Rule 19b–4(f)(6)(iii) 

requires a self-regulatory organization to provide 

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 filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied this requirement. 

16For purposes only of waiving the 30-day 

operative delay of this proposal, the Commission 

has considered the proposed rule’s impact on 

efficiency, competition and capital formation. 15 

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

17See Approval Order and Modifying Order, 

supra note 6. 

18 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). 

5As defined in BATS Rule 1.5(bb). 

6As defined in BATS Rule 2.11. 

protection of investors or the public 

interest; (2) impose any significant 

burden on competition; and (3) by its 

terms does not become operative for 30 

days of this filing, or such shorter time 

as the Commission may designate if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

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

of the Act 13 and subparagraph (f)(6) of 

Rule 19b–4 thereunder.14

A proposed rule change filed under 

Rule 19b–4(f)(6) normally does not 

become operative prior to 30 days after 

the date of filing.15 However, Rule 19b– 

4(f)(6)(iii) permits the Commission to 

designate a shorter time if such action 

is consistent with the protection of 

investors and the public interest. The 

Exchange has requested that the 

Commission waive the 30-day operative 

delay so that the proposal may become 

operative immediately upon filing. In 

support, the Exchange states that the 

proposed reduction in the size of the 

MacroShares Units may facilitate 

creation and redemption activity in the 

Shares, which could result in tighter 

bid/ask spreads. 

The Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest.16 The 

proposed rule change seeks to amend a 

representation the Exchange made in 

the Notice, to reflect a proposed change 

in the minimum Share aggregation for 

issuance and redemption from 50,000 to 

10,000 MacroShares Units. The 

Commision believes that this proposal 

does not raise any regulatory concerns. 

The Commission notes that it has 

previously approved both the listing 

and trading of Shares of the Trusts on 

the Exchange, and an amendment to the 

leverage factor of this product.17

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 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–NYSEArca–2009–43 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–NYSEArca–2009–43. 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 the 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–2009–43 and 

should be submitted on or before June 

12, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–11940 Filed 5–21–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59934; File No. SR–BATS– 

2009–013] 

Self-Regulatory Organizations; BATS 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend BATS Rule 

11.13, entitled ‘‘Order Execution’’ 

May 15, 2009. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on May 12, 

2009, BATS Exchange, Inc. (‘‘BATS’’ or 

the ‘‘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 the Exchange. The Exchange has 

designated this proposal as a ‘‘noncontroversial’’ proposed rule change 

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

Act 3 and Rule 19b–4(f)(6)(iii) 

thereunder,4 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 is proposing to amend 

BATS Rule 11.13, entitled ‘‘Order 

Execution,’’ to provide Users 5 of the 

Exchange with another option with 

respect to the Exchange’s method of 

processing the unfilled balance of a 

limit order that returns to the Exchange 

after being routed away to one or more 

away Trading Centers 6 for execution. 

The text of the proposed rule change 

is available at the Exchange’s Web site 

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

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 


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