[Federal Register: December 1, 2006 (Volume 71, Number 231)]
[Notices]
[Page 69603-69604]
[DOCID:fr01de06-121]

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SECURITIES AND EXCHANGE COMMISSION

[File No. 22-28824]

Application and Opportunity for Hearing: Software Brokers of
America, Inc.

November 27, 2006.
    The Securities and Exchange Commission gives notice that Software
Brokers of America, Inc. has filed an application under Section 304(d)
of the Trust Indenture Act of 1939. Software Brokers of America asks
the Commission to exempt from the certificate or opinion delivery
requirements of Section 314(d) of the 1939 Act certain provisions of an
indenture dated August 25, 2005, as supplemented by an indenture dated
October 31, 2006, between Intcomex, Inc., Software Brokers of America,
Intcomex Holdings, LLC, Intcomex Holdings SPC-I, LLC, and The Bank of
New York, as trustee. The indenture relates to 11\3/4\% Second Priority
Senior Secured Notes due 2011.
    Section 304(d) of the 1939 Act, in part, authorizes the Commission
to exempt conditionally or unconditionally any indenture from one or
more provisions of the 1939 Act. The Commission may provide an
exemption under Section 304(d) if it finds that the exemption is
necessary or appropriate in the public interest and consistent with the
protection of investors and the purposes fairly intended by the 1939
Act.
    Section 314(d) requires the obligor to furnish to the indenture
trustee certificates or opinions of fair value from an engineer,
appraiser or other expert upon any release of collateral from the lien
of the indenture. The engineer, appraiser or other expert must opine
that the proposed release will not impair the security under the
indenture in contravention of the provisions of the indenture. The
application requests an exemption from Section 314(d) for specified
dispositions of collateral that are made in Software Brokers of
America's ordinary course of business.
    In its application, Software Brokers of America alleges that:
    1. The indenture permits Software Brokers of America to dispose of
collateral in the ordinary course of its business;
    2. Intcomex will deliver to the trustee annual consolidated
financial statements audited by certified independent accountants; and
    3. Software Brokers of America will deliver to the trustee a semi-
annual certificate stating that all dispositions of collateral during
the relevant six-month period occurred in Software Brokers of America's
ordinary course of business and that all of the proceeds were used as
permitted by the indenture.
    Any interested persons should look to the application for a more
detailed statement of the asserted matters of fact and law. The
application is on file in the Commission's Public Reference Section,
File Number 22-28824, 100 F Street, NE., Washington, DC 20549.
    The Commission also gives notice that any interested persons may
request, in writing, that a hearing be held on this matter. Interested
persons must submit those requests to the Commission no later than
December 27, 2006. Interested persons must include the following in
their request for a hearing on this matter:

--The nature of that person's interest;
--the reasons for the request; and
--the issues of law or fact raised by the application that the
interested person desires to refute or request a hearing on.

    The interested person should address this request for a hearing to:
Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F
Street, NE., Washington, DC 20549-1090. At

any time after December 27, 2006, the Commission may issue an order
granting the application, unless the Commission orders a hearing.

    For the Commission, by the Division of Corporation Finance,
pursuant to delegated authority.
Nancy M. Morris,
Secretary.
 [FR Doc. E6-20310 Filed 11-30-06; 8:45 am]

BILLING CODE 8011-01-P


[Federal Register Volume 85, Number 184 (Tuesday, September 22, 2020)]
[Notices]
[Pages 59572-59574]
[FR Doc No: 2020-20840]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-89898; File No. SR-NYSEArca-2020-46]

Self-Regulatory Organizations; NYSE Arca, Inc.; Order Instituting
Proceedings To Determine Whether To Approve or Disapprove a Proposed
Rule Change To Amend NYSE Arca Rule 5.2-E(j)(6) Relating to Options-
Linked Securities

September 16, 2020.
    On June 10, 2020, NYSE Arca, Inc. (``Exchange'' or ``NYSE Arca'')
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
amend NYSE Arca Rule 5.2-E(j)(6) to accommodate Exchange listing and
trading of Options-Linked Securities. The proposed rule change was
published for comment in the Federal Register on June 22, 2020.\3\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 89073 (June 16,
2020), 85 FR 37488 (``Notice'').
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    On July 28, 2020, pursuant to Section 19(b)(2) of the Act,\4\ the
Commission designated a longer period within which to approve the
proposed rule change, disapprove the proposed rule change, or institute
proceedings to determine whether to disapprove the proposed rule
change.\5\ The Commission has received no comment letters on the
proposed rule change.
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    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 89412, 85 FR 46744
(August 3, 2020). The Commission designated September 20, 2020 as
the date by which the Commission shall approve or disapprove, or
institute proceedings to determine whether to disapprove, the
proposed rule change.
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    The Commission is issuing this order to institute proceedings
pursuant to Section 19(b)(2)(B) of the Act \6\ to determine whether to
approve or disapprove the proposed rule change.
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    \6\ 15 U.S.C. 78s(b)(2)(B).
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I. Description of the Proposal

    Exchange Rule 5.2-E(j)(6) provides for Exchange listing and trading
of Equity Index-Linked Securities, Commodity-Linked Securities,
Currency-Linked Securities, Fixed Income Index-Linked Securities,
Futures-Linked Securities, and Multifactor Index-Linked Securities
(collectively, ``Index-Linked Securities''). The Exchange proposes to
amend Rule 5.2-E(j)(6) to add Options-Linked Securities to the type of
Index-Linked Securities set forth in Rule 5.2-E(j)(6) permitted to list
and trade on the Exchange.
    The proposal would also add a new paragraph (vii) to Rule 5.2-
E(j)(6) to provide that the payment at maturity with respect to
Options-Linked Securities is based on the performance of U.S. exchange-
traded options on any one or combination of the following: (a)
Investment Company Units; (b) Exchange-Traded Fund Shares; (c) Index-
Linked Securities; (d) securities defined in Section 2 of Rule 8-E; (e)
the S&P 100 Index, the S&P 500 Index, the Nasdaq 100 Index, the Dow
Jones Industrial Average, the MSCI EAFE Index, the MSCI Emerging
Markets Index, the NYSE FANG Index, or the Russell 2000 Index; or (f) a
basket or index of any of the foregoing (``Options Reference Asset'').
To the extent that the Options Reference Asset consists of options
based on Investment Company Units, Exchange-Traded Fund Shares, Index-
Linked Securities, or securities defined in Section 2 of Rule 8-E, such
Investment Company Units, Exchange-Traded Fund Shares, Index-Linked
Securities, or securities defined in Section 2 of Rule 8-E shall not
seek to provide investment results, before fees and expenses, that
correspond to the inverse, a specific multiple, or a specific inverse
multiple of the percentage performance on a given day of a particular
index or combination of indexes.

    The Exchange proposes that Options-Linked Securities \7\ must meet
one of the following two initial listing standards:
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    \7\ The proposal would set forth the Options-Linked Securities
listing standards in Rule 5.2-E(j)(6)(B)(VII). The Exchange also
proposes to amend Commentary .01(a) and (b) to Rule 5.2-E(j)(6),
which relate to specified requirements and obligations of an Equity
Trading Permit (ETP) Holder acting as a registered Market Maker, to
include Options Linked Securities and options to the financial
instruments covered by Commentary .01 to Rule 5.2-E(j)(6).
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    (A) The Options Reference Asset to which the security is linked
shall have been reviewed and approved for the trading of Options-Linked
Securities or options or other derivatives by the Commission under
Section 19(b)(2) of the Exchange Act and rules thereunder and the
conditions set forth in the Commission's approval order, including with
respect to comprehensive surveillance sharing agreements, continue to
be satisfied; or
    (B) the pricing information for components of the Options Reference
Asset must be derived from a market that is an Intermarket Surveillance
Group (``ISG'') member or affiliate or with which the Exchange has a
comprehensive surveillance sharing agreement.
    In addition, the Exchange also proposes that Options-Linked
Securities must meet both of the following initial listing criteria:
(1) The value of the Options Reference Asset must be calculated and
widely disseminated by one or more major market data vendors on at
least a 15-second basis during the Exchange's Core Trading Session; \8\
and (2) in the case of Options-Linked Securities that are periodically
redeemable, the indicative value of the subject Options-Linked
Securities must be calculated and widely disseminated by the Exchange
or one or more major market data vendors on at least a 15-second basis
during the Exchange's Core Trading Session.
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    \8\ As that term is defined in NYSE Arca Rule 7.34-E.
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    The Exchange will consider the suspension of trading in, and will
initiate delisting proceedings pursuant to NYSE Arca Rule 5.5-E(m) if
any of the initial listing criteria described above are not
continuously maintained. The Exchange may also halt trading in Options-
Linked Securities, and will initiate delisting proceedings pursuant to
NYSE Arca Rule 5.5-E(m) under any of the following circumstances:
    (A) If the aggregate market value or the principal amount of the
Options-Linked Securities publicly held is less than $400,000;
    (B) if the value of the Options Reference Asset is no longer
calculated or available and a new Options Reference Asset is
substituted, unless the new Options Reference Asset meets the
requirements of Rule 5.2-E(j)(6); or
    (C) if such other event shall occur or condition exists which in
the opinion of the Exchange makes further dealings on the Exchange
inadvisable.\9\
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    \9\ According to the Exchange, the proposed continued listing
criteria for Options-Linked Securities are substantially identical
to continued listing criteria in Rule 5.2-E(j)(6) applicable to
other Index-Linked Securities. The proposal would also add Options
Reference Assets to the permitted types of Multifactor Reference
Assets.
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    According to the Exchange, the proposed standards would continue to
ensure transparency surrounding the listing process for Index-Linked
Securities. The Exchange also believes that the standards for listing
and trading Options-Linked Securities are reasonably designed to
promote a fair and orderly market for such securities. The proposed
addition of Options Reference Assets, as described above, would also
work in conjunction with the initial and continued listing criteria
related to surveillance procedures and trading guidelines for Index-
Linked Securities. The Exchange further believes that its surveillance
procedures are adequate to properly monitor the trading of Options-
Linked Securities in all trading sessions and to deter and detect
violations of Exchange rules.

II. Proceedings To Determine Whether To Approve or Disapprove SR-
NYSEArca-2020-46 and Grounds for Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \10\ to determine whether the proposed rule
change should be approved or disapproved. Institution of such
proceedings is appropriate at this time in view of the legal and policy
issues raised by the proposed rule change. Institution of proceedings
does not indicate that the Commission has reached any conclusions with
respect to any of the issues involved. Rather, as described below, the
Commission seeks and encourages interested persons to provide comments
on the proposed rule change.
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    \10\ 15 U.S.C. 78s(b)(2)(B).
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    Pursuant to Section 19(b)(2)(B) of the Act,\11\ the Commission is
providing notice of the grounds for disapproval under consideration.
The Commission is instituting proceedings to allow for additional
analysis of the proposed rule change's consistency with Section 6(b)(5)
of the Act, which requires, among other things, that the rules of a
national securities exchange be ``designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, . . . to remove impediments to and perfect the
mechanism of a free and open market and a national market system, and,
in general, to protect investors and the public interest.'' \12\
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    \11\ Id.
    \12\ 15 U.S.C. 78f(b)(5).
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III. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written
submissions of their views, data, and arguments with respect to the
issues identified above, as well as any other concerns they may have
with the proposal. In particular, the Commission invites the written
views of interested persons concerning whether the proposed rule change
is consistent with Section 6(b)(5) or any other provision of the Act,
or the rules and regulations thereunder. Although there do not appear
to be any issues relevant to approval or disapproval that would be
facilitated by an oral presentation of views, data, and arguments, the
Commission will consider, pursuant to Rule 19b-4, any request for an
opportunity to make an oral presentation.\13\
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    \13\ Section 19(b)(2) of the Act, as amended by the Securities
Act Amendments of 1975, Public Law 94-29 (June 4, 1975), grants the
Commission flexibility to determine what type of proceeding--either
oral or notice and opportunity for written comments--is appropriate
for consideration of a particular proposal by a self-regulatory
organization. See Securities Act Amendments of 1975, Senate Comm. on
Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st
Sess. 30 (1975).
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    Interested persons are invited to submit written data, views, and
arguments regarding whether the proposed rule change should be approved
or disapproved by October 13, 2020. Any person who wishes to file a
rebuttal to any other person's submission must file that rebuttal by
October 27, 2020.
    The Commission asks that commenters address the sufficiency of the
Exchange's statements in support of the proposal, which are set forth
in the Notice,\14\ and any other issues raised by the proposed rule
change under the Act. As discussed above, the Exchange proposes to
adopt generic listing standards for Options-Linked Securities. The
Exchange takes the position that the proposed Options-Linked Securities
generic listing standards would continue to ensure transparency
surrounding the listing process for Index-Linked Securities. The
Exchange

also states that the standards for listing and trading Options-Linked
Securities are reasonably designed to promote a fair and orderly market
for such securities.
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    \14\ See supra note 3.
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    The Commission seeks commenters' views regarding whether the
proposal is designed to protect investors and the public interest, and,
in particular, whether there is adequate transparency and disclosure
related to the options to which Options-Linked Securities or
Multifactor Index-Linked Securities are proposed to be linked. In
addition, the Commission seeks comment regarding whether additional
requirements, either qualitative or quantitative, relating to either
the generic listing standards for Options-Linked Securities or the
definition of Options Reference Assets, would help to ensure that the
proposal is designed to prevent fraudulent and manipulative acts and
practices.
    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 email to<EMAIL_ADDRESS>Please include
File Number SR-NYSEArca-2020-46 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-NYSEArca-2020-46. This
file number should be included on the subject line if email 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 website (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 website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 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. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSEArca-2020-46 and should be submitted
on or before October 13, 2020. Rebuttal comments should be submitted by
October 27, 2020.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(57).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-20840 Filed 9-21-20; 8:45 am]
BILLING CODE 8011-01-P