28310 Federal Register / Vol. 74, No. 113 / Monday, June 15, 2009 / Notices 

11 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See infra notes 7 and 36 and accompanying text. 

4E-mail from Michael Cavalier, Chief Counsel, 

NYSE Euronext, to Edward Cho, Special Counsel, 

Division of Trading and Markets, Commission, 

dated June 4, 2009 (‘‘Exchange Confirmation’’). 

equitable principles of trade, and, in 

general, to protect investors and the 

public interest. FINRA believes that 

transferring NASD Rule 2220 into the 

Consolidated Rulebook protects 

investors and the public interest by 

providing the investing public with 

options communications rules that are 

designed to provide appropriate 

safeguards and greater clarity by 

promoting harmonization between 

FINRA’s and other SROs’ options 

communications rules. FINRA believes 

that transferring NASD Rule 2441 into 

the Consolidated FINRA Rulebook 

promotes investor protection by 

requiring members to provide disclosure 

and obtain customer consent when 

trading on a net basis. In addition, 

FINRA believes that the benefits to 

investors of requiring certain 

disclosures and obtaining customer 

consent when trading on a net basis 

outweighs the additional 

responsibilities placed on brokerdealers. FINRA believes that transferring 

NASD Rule 2460 into the Consolidated 

FINRA Rulebook will protect investors 

and the public interest and avert a 

potential conflict of interest by 

prohibiting members from receiving 

compensation or other payments from 

an issuer or others for listing, quoting or 

making a market in an issuer’s 

securities. Finally, FINRA believes that 

transferring and combining NASD Rules 

3510 and 3520 in the Consolidated 

FINRA Rulebook will help ensure that 

members are prepared in the event of a 

significant business disruption. The 

proposed rule change makes nonsubstantive changes to rules that have 

proven effective in meeting the statutory 

mandates. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

FINRA does not believe that the 

proposed rule change will result in 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 

Within 35 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) by order approve such proposed 

rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

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–FINRA–2009–036 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–FINRA–2009–036. 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 FINRA. 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–FINRA–2009–036 and 

should be submitted on or before July 6, 

2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–13971 Filed 6–12–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60065; File No. SR– 

NYSEArca–2009–47] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and Order 

Granting Accelerated Approval of 

Proposed Rule Change Relating to 

Generic Listing Rules for Currency 

Trust Shares 

June 8, 2009. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that, on May 28, 

2009, 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 prepared 

by the Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons and is 

approving the proposed rule change on 

an accelerated basis.3

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange, through its wholly 

owned subsidiary NYSE Arca Equities, 

Inc. (‘‘NYSE Arca Equities’’ or the 

‘‘Corporation’’), proposes to amend its 

rules governing NYSE Arca, LLC, which 

is the equities trading facility of NYSE 

Arca. NYSE Arca is proposing to amend 

NYSE Arca Equities Rule 8.202 

(Currency Trust Shares) to provide 

generic listing and trading rules for such 

securities. The text of the proposed rule 

change is available at the Exchange, the 

Commission’s Public Reference Room, 

and http://www.nyse.com.4


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Federal Register / Vol. 74, No. 113 / Monday, June 15, 2009 / Notices 28311 

5See Securities Exchange Act Release No. 53253 

(February 8, 2006), 71 FR 8029 (February 15, 2006) 

(SR–PCX–2005–123) (order approving Rule 8.202 

and trading on the Exchange pursuant to UTP of 

shares of the Euro Currency Trust). 

6 17 CFR 240.19b–4(e). 

7The Exchange previously filed a proposed rule 

change to permit listing pursuant to Rule 19b–4(e) 

of Commodity-Based Trust Shares, Currency Trust 

Shares, and Commodity Index Trust Shares. See 

Securities Exchange Act Release No. 58332 (August 

8, 2008), 73 FR 47996 (August 15, 2008) (SR– 

NYSEArca–2008–51) (Notice of Filing of Proposed 

Rule Change and Amendment No. 1 Thereto To 

Adopt Generic Listing and Trading Rules for 

Commodity-Based Trust Shares, Currency Trust 

Shares, and Commodity Index Trust Shares). The 

Exchange withdrew NYSEArca–2008–51 on May 

18, 2009. The amendments to NYSE Arca Equities 

Rule 8.202 proposed herein are substantially 

identical to changes to NYSE Arca Equities Rule 

8.202 proposed in SR–NYSEArca–2008–51. 

8 17 CFR 240.19b-4(c)(1). 

9 17 U.S.C. 78s(b). 

10See Securities Exchange Act Release No. 40761 

(December 8, 1998), 63 FR 70952 (December 22, 

1998) (File No. S7–13–98). 

11See Exchange Confirmation, supra note 4 

(replacing the term ‘‘Shares’’ with ‘‘Currency Trust 

Shares’’ where applicable). 

12 15 U.S.C. 78s(b)(2). 

13 17 CFR 240.19b-4(e)(2)(ii); 17 CFR 249.820. 

14See Exchange Confirmation, supra note 4. 

15The Commission has previously approved a 

number of issues of Currency Trust Shares for 

exchange listing and trading. See, e.g., Securities 

Exchange Act Release No. 52843 (November 28, 

2005), 70 FR 72486 (December 5, 2005) (SR–NYSE 

2005–65) (order granting accelerated approval for 

NYSE to list and trade shares of the CurrencyShares 

Euro Trust); Securities Exchange Act Release No. 

54020 (June 20, 2006), 71 FR 36579 (June 27, 2006) 

(SR–NYSE–2006–35) (order granting accelerated 

approval for NYSE to list and trade shares of the 

CurrencyShares Australian Dollar Trust, 

CurrencyShares British Pound Sterling Trust, 

CurrencyShares Canadian Dollar Trust, 

CurrencyShares Mexican Peso Trust, 

CurrencyShares Swedish Krona Trust and 

CurrencyShares Swiss Franc Trust); Securities 

Exchange Act Release No. 55268 (February 9, 2007), 

72 FR 7793 (February 20, 2007) (SR–NYSE–2007– 

03) (order granting accelerated approval for NYSE 

to list and trade shares of the CurrencyShares 

Japanese Yen Trust); and Securities Exchange Act 

Release No. 56131 (July 25, 2007), 72 FR 42212 

(August 1, 2007) (SR–NYSEArca-2007–57) (order 

granting accelerated approval for listing on NYSE 

Arca of CurrencyShares Trusts). 

16The Exchange notes that the proposed 100,000 

share minimum is the same as the requirement in 

NYSE Arca Equities Rule 5.2(j)(3)(d) applicable to 

Investment Company Units (‘‘Units’’), which 

provides that a minimum of 100,000 shares of a 

series of Units is required to be outstanding at 

commencement of trading. In addition, the 100,000 

share minimum is comparable to requirements 

previously applied to series of Units approved by 

the Commission for exchange listing pursuant to 

Section 19(b)(2) of the Act. See, e.g., Securities 

Exchange Act Release No. 52816 (November 21, 

2005), 70 FR 71574, 71578 n.19 and accompanying 

text (November 29, 2005) (SR–NYSE–2005–70). 

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 III 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 currently has rules 

permitting the listing and trading, 

including trading pursuant to unlisted 

trading privileges (‘‘UTP’’), of Currency 

Trust Shares (NYSE Arca Equities Rule 

8.202).5 The Exchange proposes to 

amend NYSE Arca Equities Rule 8.202 

to include provisions for the listing and 

trading (including trading pursuant to 

UTP) of Currency Trust Shares pursuant 

to Rule 19b–4(e) 6 under the Act.7

Generic Listing Standards 

Rule 19b-4(e) under the Act provides 

that the listing and trading of a new 

derivative securities product by a selfregulatory organization (‘‘SRO’’) shall 

not be deemed a proposed rule change, 

pursuant to Section (c)(1) of Rule 19b4,8 if the Commission has approved, 

pursuant to Section 19(b) of the Act,9

the SRO’s trading rules, procedures, and 

listing standards for the product class 

that would include the new derivatives 

securities product, and the SRO has a 

surveillance program for the product 

class.10

The Exchange is proposing to adopt 

generic listing standards under 

amended Rule 8.202 for Currency Trust 

Shares,11 pursuant to which it will be 

able to trade such securities without 

Commission approval of each 

individual product pursuant to Section 

19(b)(2) of the Act.12 Instead, the 

Exchange represents that any securities 

it lists and/or trades pursuant to NYSE 

Arca Equities Rule 8.202 will satisfy the 

standards set forth therein. The 

Exchange states that within five (5) 

business days after commencement of 

trading of a security pursuant to NYSE 

Arca Equities Rule 8.202, the Exchange 

will file a Form 19b-4(e).13

Currency Trust Shares 

The Exchange proposes to amend the 

definition of the term ‘‘Currency Trust 

Shares’’ in NYSE Arca Equities Rule 

8.202(c) to provide that Currency Trust 

Shares may be issued by a trust that 

holds more than one non-U.S. currency. 

In addition, NYSE Arca Equities Rule 

8.202(c) would be amended to provide 

that Currency Trust Shares may be 

surrendered to the Trust by an 

Authorized Participant (as defined in 

the Trust’s prospectus), and the Trust 

will deliver to the redeeming 

Authorized Participant the specified 

non-U.S. currency or currencies.14 The 

reference to surrender of Currency Trust 

Shares by the beneficial owner would be 

deleted. NYSE Arca Equities Rule 

8.202(d) relating to designation of a nonU.S. currency would be amended to 

clarify the rule’s application to an issue 

of Currency Trust Shares that holds 

more than one currency. Commentary 

.01 also would be amended to clarify 

that Currency Trust Shares are Trust 

Issued Receipts that can hold multiple 

currencies. 

The Exchange proposes to amend 

Commentary .04 to NYSE Arca Equities 

Rule 8.202 to incorporate generic listing 

and trading standards for Currency 

Trust Shares.15 In addition to the 

general requirements of NYSE Arca 

Equities Rule 8.202, Currency Trust 

Shares listed on the Exchange must 

satisfy the following initial listing 

criteria. For a series of Currency Trust 

Shares listed on the Exchange, a 

minimum of 100,000 shares of a series 

of Currency Trust Shares is required to 

be outstanding at commencement of 

trading.16 In addition, for both listed 

Currency Trust Shares and those traded 

pursuant to UTP: (1) The value of the 

applicable non-U.S. currency must be 

disseminated by one or more major 

market data vendors on at least a 15- 

second delayed basis; (2) the Indicative 

Trust Value must be calculated and 

widely disseminated by the Corporation 

or one or more major market data 

vendors on at least a 15-second basis 

during the Core Trading Session as 

defined in NYSE Arca Equities Rule 

7.34; and (3) the Corporation will 

implement written surveillance 

procedures applicable to Currency Trust 

Shares. 

Proposed Commentary .05 to NYSE 

Arca Equities Rule 8.202 provides 

certain ‘‘firewall’’ requirements where 

the value of a Currency Trust Share is 

based in whole or in part on an index 

that is maintained by a broker-dealer, as 

well as requirements on any advisory 

committee, supervisory board or similar 

entity that advises or that makes certain 

decisions regarding the index, similar to 

the requirements currently specified in 

NYSE Arca Equities Rule 5.2(j)(3), 

Commentary .01(b)(1). 

Commentary .06 provides that 

Currency Trust Shares will be subject to 

the Exchange’s equity trading rules. 

Commentary .07 provides that, if the 


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28312 Federal Register / Vol. 74, No. 113 / Monday, June 15, 2009 / Notices 

17 17 U.S.C. 78s(b)(2). 

18Pursuant to NYSE Arca Rule 7.34(a), the NYSE 

Arca Marketplace will have three trading sessions 

each day the Corporation is open for business 

unless otherwise determined by the Corporation: 

Opening Session—begins at 1:00:00 a.m. (Pacific 

Time) and concludes at the commencement of the 

Core Trading Session. The Opening Auction and 

the Market Order Auction shall occur during the 

Opening Session. 

Core Trading Session—begins for each security at 

6:30:00 a.m. (Pacific Time) or at the conclusion of 

the Market Order Auction, whichever comes later, 

and concludes at 1:00:00 p.m. (Pacific Time). 

Late Trading Session—begins following the 

conclusion of the Core Trading Session and 

concludes at 5:00:00 p.m. (Pacific Time). 

19For a list of current members of the ISG, see 

http://www.isgportal.org. 

20 15 U.S.C. 78f(b). 

21 15 U.S.C. 78f(b)(5). 

22 17 CFR 240.19b–4(e). 

Indicative Trust Value, or the value of 

the currency, currencies or currency 

index applicable to a series of Currency 

Trust Shares is not being disseminated 

as required, the Exchange may halt 

trading during the day on which such 

interruption first occurs. If such 

interruption persists past the trading 

day in which it occurred, the Exchange 

will halt trading no later than the 

beginning of the trading day following 

the interruption. If the Exchange 

becomes aware that the net asset value 

applicable to a series of Currency Trust 

Shares is not being disseminated to all 

market participants at the same time, it 

will halt trading in such series until 

such time as the net asset value is 

available to all market participants. 

Proposed NYSE Arca Equities Rule 

8.202(j) provides that the Exchange may 

submit a rule filing pursuant to Section 

19(b)(2) of the Act 17 to permit the 

listing and trading of Currency Trust 

Shares that do not otherwise meet the 

standards set forth in proposed 

Commentary .04 to NYSE Arca Equities 

Rule 8.202. 

Exchange Rules Applicable to Currency 

Trust Shares 

Currency Trust Shares will be subject 

to all Exchange rules governing the 

trading of equity securities. The 

Exchange’s equity margin rules will 

apply to transactions in Currency Trust 

Shares. Currency Trust Shares will trade 

during trading hours set forth in Rule 

7.34(a).18

Surveillance 

The Exchange intends to utilize its 

existing surveillance procedures 

applicable to derivative products, 

including Currency Trust Shares, to 

monitor trading in the securities. The 

Exchange represents that these 

procedures are adequate to properly 

monitor Exchange trading of the 

securities in all trading sessions and to 

deter and detect violations of Exchange 

rules or applicable Federal securities 

laws. 

The Exchange’s current trading 

surveillance focuses on detecting when 

securities trade outside their normal 

patterns. When such situations are 

detected, surveillance analysis follows 

and investigations are opened, where 

appropriate, to review the behavior of 

all relevant parties for all relevant 

trading violations. 

The components underlying Currency 

Trust Shares are based on spot prices of 

the relevant currency, and such 

underlying currencies are traded in 

over-the-counter markets rather than on 

exchanges. 

The Exchange may obtain information 

via the Intermarket Surveillance Group 

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

members of the ISG.19

In addition, the Exchange also has a 

general policy prohibiting the 

distribution of material, non-public 

information by its employees. 

Information Bulletin 

Prior to the commencement of 

trading, the Exchange will inform its 

ETP Holders in an Information Bulletin 

of the special characteristics and risks 

associated with trading an issue of 

Currency Trust Shares, including risks 

inherent with trading such securities 

during the Opening and Late Trading 

Sessions and suitability 

recommendation requirements. 

Specifically, the Information Bulletin 

will discuss the following: (1) The 

procedures for purchases and 

redemptions of Currency Trust Shares; 

(2) NYSE Arca Equities Rule 9.2(a), 

which imposes a duty of due diligence 

on ETP Holders to learn the essential 

facts relating to every customer prior to 

trading an issue of Currency Trust 

Shares; (3) how information regarding 

the Indicative Trust Value is 

disseminated; (4) the risks involved in 

trading an issue of Currency Trust 

Shares during the Opening and Late 

Trading Sessions when an updated 

Indicative Trust Value will not be 

calculated or publicly disseminated; (5) 

the requirement that ETP Holders 

deliver a prospectus to investors 

purchasing newly issued Currency Trust 

Shares prior to or concurrently with the 

confirmation of a transaction; and (6) 

trading information. For example, the 

Information Bulletin will advise ETP 

Holders, prior to the commencement of 

trading, of the prospectus delivery 

requirements applicable to the relevant 

issue of Currency Trust Shares. The 

Exchange notes that investors 

purchasing Currency Trust Shares 

directly from the applicable trust will 

receive a prospectus. ETP Holders 

purchasing Currency Trust Shares from 

the trust for resale to investors will 

deliver a prospectus to such investors. 

In addition, the Information Bulletin 

will reference that an issue of Currency 

Trust Shares is subject to various fees 

and expenses described in the 

applicable prospectus. The Information 

Bulletin will also reference the fact that 

there is no regulated source of last sale 

information regarding non-U.S. 

currencies, and that the Commission has 

no jurisdiction over the trading of 

currencies or futures contracts on which 

the value of an issue of Currency Trust 

Shares may be based. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) 20 of the Act 

in general and furthers the objectives of 

Section 6(b)(5) 21 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 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transaction in securities, 

and, in general, to protect investors and 

the public interest. The Exchange 

believes that the proposed rules 

applicable to trading pursuant to generic 

listing and trading criteria, together with 

the Exchange’s surveillance procedures 

applicable to trading in the securities 

covered by the proposed rules serve to 

foster investor protection. The proposed 

rules will also enhance market 

competition by assisting in bringing 

Currency Trust Shares to market more 

quickly, consistent with the 

Commission’s adoption of Rule 19b– 

4(e) 22 under the Act. 

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. 


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23 In approving the proposed rule change, the 

Commission notes that it has considered the 

proposed rule’s impact on efficiency, competition, 

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

24 15 U.S.C. 78f(b)(5). 

25 15 U.S.C. 78s(b)(1). 

26 17 CFR 240.19b–4. See Commentary .04 to 

NYSE Arca Equities Rule 8.202 (providing that 

NYSE Arca Equities must file separate proposals 

under Section 19(b) of the Act before trading, either 

by listing or pursuant to unlisted trading privileges, 

Currency Trust Shares). 

27See, e.g., Securities Exchange Act Release No. 

56637 (October 10, 2007), 72 FR 58704 (October 16, 

2007) (SR–NYSEArca-2007–92) (approving, among 

other things, generic listing and trading rules for 

Currency-Linked Securities). See also, e.g., 

Securities Exchange Act Release Nos. 44551 (July 

12, 2001), 66 FR 37716 (July 19, 2001) (SR–PCX– 

2001–14) (approving, among other things, generic 

listing standards for Units); 55621 (April 12, 2007), 

72 FR 19571 (April 18, 2007) (SR–NYSEArca-2006– 

86) (approving, among other things, generic listing 

standards for Units based on foreign equity 

securities); 55783 (May 17, 2007), 72 FR 29194 

(May 24, 2007) (SR–NYSEArca-2007–36) (approving 

generic listing standards for Units based on fixed 

income indexes); 52204 (August 3, 2005), 70 FR 

46559 (August 10, 2005) (SR–PCX–2005–63) 

(approving generic listing standards for IndexLinked Securities); and 57701 (April 23, 2008), 73 

FR 23281 (April 29, 2008) (SR–NYSEArca-2008–20) 

(approving generic listing rules for Fixed Income 

Index-Linked Securities, Futures-Linked Securities, 

and Multifactor Index-Linked Securities). 

28See supra note 15 (indicating prior 

Commission orders approving the listing and 

trading of Currency Trust Shares). 

29The Commission notes that the failure of a 

particular product or index to comply with the 

proposed generic listing standards under Rule 19b– 

4(e), however, would not preclude the Exchange 

from submitting a separate filing pursuant to 

Section 19(b)(1) of the Act, requesting Commission 

approval to list and trade a particular series of 

Currency Trust Shares. See proposed NYSE Arca 

Equities Rule 8.202(j) (providing that NYSE Arca 

Equities may submit a proposed rule change 

pursuant to Section 19(b) of the Act to permit the 

listing and trading of Currency Trust Shares that do 

not otherwise meet the generic listing standards set 

forth in the relevant rules). 

III. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–NYSEArca–2009–47 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-2009–47. 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–2009–47 and 

should be submitted on or before July 6, 

2009. 

IV. Commissions Findings and Order 

Granting Accelerated Approval of the 

Proposed Rule Change 

After careful consideration, the 

Commission finds that the proposed 

rule change is consistent with the 

requirements of the Act and the rules 

and regulations thereunder applicable to 

a national securities exchange.23 In 

particular, the Commission finds that 

the proposed rule change is consistent 

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

of the Act,24 which requires, among 

other things, that the Exchange’s rules 

be designed 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 transactions 

in securities, to remove impediments to 

and perfect the mechanism of a free and 

open market and national market 

system, and, in general, to protect 

investors and the public interest. 

A. Generic Listing Standards for 

Currency Trust Shares 

To list and trade Currency Trust 

Shares, the Exchange currently must file 

a proposed rule change with the 

Commission pursuant to Section 

19(b)(1) of the Act 25 and Rule 19b–4 

thereunder.26 Rule 19b–4(e) provides 

that the listing and trading of a new 

derivative securities product by an SRO 

will not be deemed a proposed rule 

change pursuant to Rule 19b–4(c)(1) if 

the Commission has approved, pursuant 

to Section 19(b) of the Act, the SRO’s 

trading rules, procedures, and listing 

standards for the product class that 

would include the new derivative 

securities product, and the SRO has a 

surveillance program for the product 

class. The Exchange proposes to adopt 

certain provisions that would permit it 

to list and trade Currency Trust Shares 

pursuant to Rule 19b–4(e). 

The Commission notes that it has 

previously approved the adoption of 

generic listing standards for various 

classes of new derivative securities 

products, including currency-related 

derivative securities products, to be 

listed and traded pursuant to Rule 19b– 

4(e).27 In addition, the Commission 

notes that it has approved multiple 

series of Currency Trust Shares for 

listing and trading on the Exchange.28 In 

approving these securities for Exchange 

trading, the Commission considered the 

applicable Exchange rules that govern 

their trading. The Commission believes 

that proposed generic listing standards 

for Currency Trust Shares should fulfill 

the intended objective of Rule 19b–4(e) 

and allow securities that satisfy the 

proposed generic listing standards to 

commence trading without the need for 

public comment and Commission 

approval.29 The Exchange’s ability to 

rely on Rule 19b–4(e) to list and trade 

Currency Trust Shares that meet the 

applicable requirements and minimum 

standards should reduce the time frame 

for bringing these securities to market 

and thereby reduce the burdens on 

issuers and other market participants, 

while also promoting competition and 

making such securities available to 

investors more quickly. 

B. Listing and Trading Currency Trust 

Shares 

Taken together, the Commission finds 

that the proposal contains adequate 

rules and procedures to govern the 

listing and trading of Currency Trust 

Shares pursuant to Rule 19b–4(e) on the 

Exchange. Products listed and traded 

under the proposed generic standards 

will be subject to the full panoply of 

NYSE Arca Equities rules and 

procedures, including the equity rules 

relating to margin, that currently govern 

the trading of equity securities on the 

Exchange. 


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30The Commission notes that each issue of 

Currency Trust Shares to be traded on the 

Exchange, whether by listing or pursuant to UTP, 

must satisfy not only those requirements proposed 

to be adopted herein, but also all of the other 

existing applicable requirements in the respective 

rules for Currency Trust Shares. 

31See supra note 29. 

32See NYSE Arca Equities Rule 5.2(j)(6)(C) 

(setting forth similar firewall restrictions with 

respect to all types of Index-Linked Securities); see 

also Commentary .01(b)(1) to NYSE Arca Equities 

Rule 5.2(j)(3) (setting forth similar firewall 

restrictions with respect to Units). 

Each of the proposed modifications to 

the listing requirements under NYSE 

Arca Equities Rule 8.202 provide the 

following: 

• For the Exchange to approve each 

applicable issue for listing, each such 

issue must satisfy all of the criteria set 

forth in the relevant rule,30 and, for 

those issues approved for trading 

pursuant to UTP, each such issue must 

satisfy the requirements relating to the 

dissemination of the underlying asset 

and/or index values and the Indicative 

Trust Values and the implementation of 

written surveillance procedures 

applicable to Currency Trust Shares; 

• The Exchange may submit a 

proposed rule change to permit the 

listing and trading of Currency Trust 

Shares that do not otherwise meet the 

proposed generic listing standards set 

forth in Commentary .04 to NYSE Arca 

Rule 8.202; 31

• A minimum of 100,000 Currency 

Trust Shares is required to be 

outstanding at the commencement of 

trading; 

• The values of the underlying nonU.S. currency, currencies, or currency 

index, as the case may be, must be 

disseminated by one or more major 

market data vendors on at least a 15- 

second delayed basis; 

• The Indicative Trust Value must be 

calculated and widely disseminated by 

NYSE Arca Equities or one or more 

major market data vendors on at least a 

15-second basis during the Core Trading 

Session; 

• The Exchange must implement 

written surveillance procedures 

applicable to Currency Trust Shares; 

and 

• Currency Trust Shares will be 

subject to the Exchange’s equity trading 

rules; and 

• If the Indicative Trust Value or the 

values of the underlying non-U.S. 

currency, currencies, or currency index, 

as the case may be, is not being 

disseminated as required, the Exchange 

may halt trading during the day on 

which such interruption first occurs. If 

such interruption persists past the 

trading day in which it occurred, the 

Exchange will halt trading no later than 

the beginning of the trading day 

following the interruption. In addition, 

if the Exchange becomes aware that the 

net asset value applicable to a series of 

Currency Trust Shares is not being 

disseminated to all market participants 

at the same time, it will halt trading in 

such series until such time as the net 

asset value is available to all market 

participants. 

In addition, the Commission notes that 

the proposed ‘‘firewall’’ provisions in 

Commentary .05 to NYSE Arca Equities 

Rules 8.202 are virtually identical to the 

‘‘firewall’’ restrictions applicable to all 

types of Index-Linked Securities, 

including Currency-Linked Securities.32

To clarify the definition of Currency 

Trust Shares under NYSE Arca Equities 

Rule 8.202(c), with respect to the 

procedures for surrendering or 

redeeming Currency Trust Shares, the 

proposal provides that such Currency 

Trust Shares may be surrendered or 

redeemed, when aggregated in some 

specified minimum number, to the trust 

only by, or at the request of, an 

Authorized Participant, as such term is 

defined in the relevant trust prospectus. 

The proposal also seeks to modify the 

definition of Currency Trust Shares and 

other provisions under NYSE Arca 

Equities Rule 8.202 such that the 

underlying asset thereof may be 

represented by more than one non-U.S. 

currency deposited with the trust. 

The Commission believes that the 

proposal is designed to maintain fair 

and orderly markets for the listing and 

trading of Currency Trust Shares. The 

proposed generic listing standards seek 

to ensure a minimum level of 

transparency with respect key values of 

the underlying currency assets, establish 

events that would trigger a trading halt 

in Currency Trust Shares when the 

availability of such key information 

related to Currency Trust Shares 

becomes impaired, and prevent conflicts 

of interest and the use and 

dissemination of material, non-public 

information with respect to the 

personnel responsible for the 

maintenance of an underlying index 

maintained by a broker-dealer. The 

Commission notes that all of the 

existing continued listing standards 

applicable to Currency Trust Shares, 

requirements relating to information 

barriers and accounts with respect to 

ETP Holders acting as registered Market 

Makers or Market Maker Authorized 

Traders in Currency Trust Shares, and 

prospectus delivery requirements 

continue to apply to Currency Trust 

Shares. The Commission further notes 

that the Exchange has a general policy 

prohibiting the distribution of material, 

non-public information by its 

employees. 

C. Surveillance 

Proposed Commentary .04(d) to NYSE 

Arca Equities Rule 8.202 provides that 

NYSE Arca Equities will implement 

written surveillance procedures 

applicable to Currency Trust Shares. 

The Commission notes that Currency 

Trust Shares would be subject to the 

Exchange’s existing surveillance 

procedures applicable to derivative 

products, including Currency Trust 

Shares. The Exchange has represented 

that its surveillance procedures are 

adequate to properly monitor the 

trading of Currency Trust Shares in all 

trading sessions and to deter and detect 

violations of Exchange rules or 

applicable federal securities laws. 

The Exchange states that, with respect 

to Currency Trust Shares based on spot 

prices of a currency or currencies, such 

underlying currencies are traded in OTC 

markets rather than on exchanges. The 

Commission notes that information 

relating the trading of such assets in the 

OTC markets may not be readily 

available. 

D. Information Bulletin 

The Exchange has represented that, 

prior to the commencement of trading in 

Currency Shares, it will inform its ETP 

Holders in an Information Bulletin 

describing the special characteristics 

and risks associated with trading an 

issue of Currency Trust Shares. 

Specifically, the Information Bulletin 

will discuss the following: (1) The 

procedures for purchases and 

redemptions of Currency Trust Shares; 

(2) suitability requirements; (3) how 

information regarding the Indicative 

Trust Value is disseminated; (4) the 

risks involved in trading an issue of 

Currency Trust Shares during the 

Opening and Late Trading Sessions 

when an updated Indicative Trust Value 

will not be calculated or publicly 

disseminated; (5) the requirement that 

ETP Holders deliver a prospectus to 

investors purchasing newly issued 

Currency Trust Shares prior to or 

concurrently with the confirmation of a 

transaction; and (6) trading information. 

The Information Bulletin will also 

advise ETP Holders, prior to the 

commencement of trading, of the 

prospectus delivery requirements 

applicable to the relevant issue of 

Currency Trust Shares. The Exchange 

notes that investors purchasing 

Currency Trust Shares directly from the 

applicable trust will receive a 

prospectus; ETP Holders purchasing 

Currency Trust Shares from the trust for 

resale to investors will deliver a 


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33See id. and accompanying text. 

34 15 U.S.C. 78s(b)(2). 

35See supra note 7. 

36See id. (noting that the Exchange subsequently 

withdrew the proposed rule change on May 18, 

2009). 

37 15 U.S.C. 78s(b)(2). 

38 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. 59835 

(April 28, 2009), 74 FR 21041 (‘‘Notice’’). 

4 It should be noted that the trust holdings will 

be actively managed in accordance with the trust’s 

investment objectives; therefore, products listed 

under proposed NYSE Arca Equities Rule 8.700 are 

ineligible for listing under any other existing 

Exchange rule (e.g., NYSE Arca Equities Rules 8.203 

and 8.204). 

5The trust may only hold exchange-traded 

futures contracts on sovereign, private, and 

mortgage- or asset-backed debt and not the debt 

itself. 

prospectus to such investors. Finally, 

the Information Bulletin will reference 

that: An issue of Currency Trust Shares 

is subject to various fees and expenses 

described in the applicable prospectus; 

that there is no regulated source of lastsale information regarding non-U.S. 

currencies; and the Commission has no 

jurisdiction over the trading of physical 

currencies on which the value of an 

issue of Currency Trust Shares may be 

based. 

E. Firewall Procedures 

Currency Trust Shares, which are 

securities issued by a trust that may 

hold multiple currencies, will be subject 

to the firewall requirements under 

proposed Commentary .05 to NYSE 

Arca Equities Rule 8.202. The firewall 

requirements provide that, if the value 

of a Currency Trust Share is based in 

whole or in part on an index that is 

maintained by a broker-dealer, the 

broker-dealer shall erect a ‘‘firewall’’ 

around the personnel responsible for the 

maintenance of the underlying index or 

who have access to information 

concerning changes and adjustments to 

the index, and the index shall be 

calculated by a third party who is not 

a broker-dealer. Furthermore, any 

advisory committee, supervisory board, 

or similar entity that advises an index 

licensor or administrator or that makes 

decisions regarding the index or 

portfolio composition, methodology, 

and related matters must implement and 

maintain, or be subject to, procedures 

designed to prevent the use and 

dissemination of material, non-public 

information regarding the applicable 

index or portfolio. 

The Commission believes that the 

proposed ‘‘firewall’’ restrictions 

applicable to Currency Trust Shares are 

designed to prevent the use and 

dissemination of material, non-public 

information regarding an underlying 

index and prevent conflicts of interest 

with respect to personnel of a brokerdealer maintaining an index underlying 

such securities. The Commission notes 

that such proposed restrictions are 

substantially similar to restrictions 

adopted for the listing and trading of 

Index-Linked Securities and Units.33

F. Accelerated Approval 

The Commission finds good cause, 

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

Act,34 for approving the proposed rule 

change prior to the 30th day after 

publication of notice in the Federal 

Register. The Commission notes that the 

Exchange previously filed a proposed 

rule change (NYSEArca–2008–51) 

seeking to adopt generic listing 

standards for Currency Trust Shares and 

other commodity-related derivative 

securities products.35 Notice of the 

proposed rule change was published in 

the Federal Register on August 15, 2008 

for a 21-day comment period, and no 

comments were received by the 

Commission.36 The Commission further 

notes that the proposed changes to 

NYSE Arca Equities Rule 8.202 in 

NYSEArca–2008–51 are substantively 

identical to this proposed rule change. 

The Commission believes that the 

Exchange’s proposed amendments to 

NYSE Arca Equities Rule 8.202 do not 

raise any new issues or significant 

regulatory concerns. The Commission 

believes that accelerating approval of 

this proposal should benefit investors 

by creating, without undue delay, 

enhanced competition in the market for 

Currency Trust Shares, consistent with 

Section 6(b) of the Act and Rule 19b– 

4(e) thereunder. 

V. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,37 that the 

proposed rule change (SR–NYSEArca– 

2009–47) be, and it hereby is, approved 

on an accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.38

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–13970 Filed 6–12–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60064; File No. SR– 

NYSEArca–2009–30] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Granting Approval of 

Proposed Rule Change, as Modified by 

Amendment No. 1 Thereto, Relating to 

the Adoption of Listing Standards for 

Managed Trust Securities and the 

Listing and Trading of Shares of the 

iShares® Diversified Alternatives Trust 

June 8, 2009. 

I. Introduction 

On April 9, 2009, NYSE Arca, Inc. 

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

its wholly owned subsidiary, NYSE 

Arca Equities, Inc. (‘‘NYSE Arca 

Equities’’ or ‘‘Corporation’’), 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) Adopt listing standards 

for Managed Trust Securities; (2) amend 

NYSE Arca Equities Rule 7.34 and its 

Listing Fees to add references to 

proposed NYSE Arca Equities Rule 

8.700 relating to Managed Trust 

Securities; and (3) list and trade shares 

(‘‘Shares’’) of the iShares® Diversified 

Alternatives Trust (‘‘Trust’’). On April 

24, 2009, the Exchange filed 

Amendment No. 1 to the proposed rule 

change. The proposed rule change, as 

amended, was published for comment 

in the Federal Register on May 6, 2009.3

The Commission received no comments 

on the proposal. This order approves the 

proposed rule change, as amended. 

II. Description of the Proposal 

A. Listing Standards for Managed Trust 

Securities 

The Exchange proposes to adopt new 

NYSE Arca Equities Rule 8.700 to list 

and trade, or trade pursuant to unlisted 

trading privileges, Managed Trust 

Securities. A Managed Trust Security as 

a security that is registered under the 

Securities Act of 1933, as amended, and 

(a) is issued by a trust that (i) is a 

commodity pool, as defined in the 

Commodity Exchange Act (‘‘CEA’’) and 

regulations thereunder, and is managed 

by a commodity pool operator registered 

with the Commodity Futures Trading 

Commission (‘‘CFTC’’), and (ii) holds 

long and/or short positions in exchangetraded futures contracts and/or currency 

forward contracts selected by the trust’s 

advisor consistent with the trust’s 

investment objectives,4 which would 

only include exchange-traded futures 

contracts involving commodities, 

currencies, stock indices, fixed income 

indices, interest rates and sovereign, 

private, and mortgage or asset backed 

debt instruments 5 and/or forward 

contracts on specified currencies, as 

disclosed in the trust’s prospectus, as 


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