[Federal Register Volume 77, Number 219 (Tuesday, November 13, 2012)]
[Notices]
[Pages 67712-67720]
[FR Doc No: 2012-27551]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-68173; File No. SR-NYSEArca-2012-120]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change To List and Trade Shares of the United States
Asian Commodities Basket Fund Under NYSE Arca Equities Rule 8.200

November 6, 2012.
    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 October 25, 2012, NYSE Arca, Inc. (``Exchange'' or ``NYSE
Arca'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of the United States
Asian Commodities Basket Fund (``UAC'' or ``Fund'') under NYSE Arca
Equities Rule 8.200. The text of the proposed rule change is available
on the Exchange's Web site at www.nyse.com, at the principal office of
the Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the 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
    NYSE Arca Equities Rule 8.200, Commentary .02, permits the trading
of Trust Issued Receipts either by listing or pursuant to unlisted
trading privileges (``UTP'').\3\ The Exchange proposes to list and
trade shares (``Units'') of UAC pursuant to NYSE Arca Equities Rule
8.200.
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    \3\ Commentary .02 to NYSE Arca Equities Rule 8.200 applies to
Trust Issued Receipts that invest in ``Financial Instruments.'' The
term ``Financial Instruments,'' as defined in Commentary .02(b)(4)
to NYSE Arca Equities Rule 8.200, means any combination of
investments, including cash; securities; options on securities and
indices; futures contracts; options on futures contracts; forward
contracts; equity caps, collars, and floors; and swap agreements.
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    The Exchange notes that the Commission has previously approved the
listing and trading of other issues of Trust Issued Receipts on the
American Stock Exchange LLC,\4\ trading on NYSE Arca pursuant to
UTP,\5\ and listing on NYSE Arca.\6\ In addition, the Commission has
approved the listing and trading of other exchange-traded fund-like
products linked to the performance of underlying commodities.\7\
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    \4\ See, e.g., Securities Exchange Act Release No. 58161 (July
15, 2008), 73 FR 42380 (July 21, 2008) (SR-Amex-2008-39).
    \5\ See, e.g., Securities Exchange Act Release No. 58163 (July
15, 2008), 73 FR 42391 (July 21, 2008) (SR-NYSEArca-2008-73).
    \6\ See, e.g., Securities Exchange Act Release No. 58457
(September 3, 2008), 73 FR 52711 (September 10, 2008) (SR-NYSEArca-
2008-91).
    \7\ See, e.g., Securities Exchange Act Release Nos. 57456 (March
7, 2008), 73 FR 13599 (March 13, 2008) (SR-NYSEArca-2007-91) (order
granting accelerated approval for NYSE Arca listing the iShares GS
Commodity Trusts); 59781 (April 17, 2009), 74 FR 18771 (April 24,
2009) (SR-NYSEArca-2009-28) (order granting accelerated approval for
NYSE Arca listing the ETFS Silver Trust); 59895 (May 8, 2009), 74 FR
22993 (May 15, 2009) (SR-NYSEArca-2009-40) (order granting
accelerated approval for NYSE Arca listing the ETFS Gold Trust); and
62527 (July 19, 2010), 75 FR 43606 (July 26, 2010) (SR-NYSEArca-
2010-44) (order approving listing on NYSE Arca of the United States
Commodity Index Fund).
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    The Units represent beneficial ownership interests in UAC, as
described in the Registration Statement.\8\ UAC is a commodity pool
that is a series of the United States Commodity Funds Trust I
(``Trust''), a Delaware statutory trust. UAC is managed and controlled
by United States Commodity Funds LLC (``Sponsor''). The Sponsor is a
Delaware limited liability company that is registered as a commodity
pool operator with the Commodity Futures Trading Commission (``CFTC'')
and is a member of the National Futures Association. Brown Brothers
Harriman & Co. Inc. (``BBH & Co., Inc.'') is the administrator for the
Trust (``Administrator'').
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    \8\ See Amendment No. 2 to the registration statement on Form S-
1 for the United States Commodity Funds Trust I, dated June 18, 2012
(File No. 333-177188) relating to UAC (``Registration Statement'').
The discussion herein relating to the Trust and the Units is based,
in part, on the Registration Statement.
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    According to the Registration Statement, the net assets of UAC will
consist of (a) investments in futures contracts for Asian commodities
that are traded on the Chicago Mercantile Exchange (``CME''), Chicago
Board of Trade (``CBOT''), the New York Mercantile Exchange
(``NYMEX''), Commodity Exchange, Inc. (``COMEX''), ICE Futures US
(``ICE US''), ICE Futures Canada (``ICE Canada''), ICE Futures Europe
(``ICE Europe''), London Metal Exchange (``LME''), Tokyo Commodity
Exchange (``TOCOM''), Dubai Mercantile Exchange (``DME''), and Bursa
Malaysia (``Malaysia'') \9\ (collectively, ``Futures Contracts'') and
(b) if applicable, other Asian commodities-related investments such as
exchange-listed cash-settled options on Futures Contracts, forward
contracts for Asian commodities, cleared swap contracts, and over-the-
counter transactions that are based on the price of Asian commodities,
Futures Contracts and indices based on the foregoing (collectively,
``Other Asian Commodities-Related Investments''). Futures Contracts and
Other Asian Commodities-Related Investments collectively are referred
to as ``Asian Commodities Interests.'' UAC will also invest in short-
term obligations of the United States of two years or less
(``Treasuries''), cash, and cash equivalents for margining purposes and
as collateral.\10\
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    \9\ CME, CBOT, NYMEX, COMEX, ICE US, ICE Canada, ICE Europe,
LME, TOCOM, DME, and Malaysia are each referred to herein as a
``Futures Exchange.''
    \10\ Pursuant to the Dodd-Frank Wall Street Reform and Consumer
Protection Act, the CFTC has been tasked with implementing rules and
regulations that are expected to impact position limits and
visibility levels and other regulatory requirements that will be
applicable to the Fund and its holdings.
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    According to the Registration Statement, UAC will invest in Asian
Commodities Interests, to the fullest extent possible, without being
leveraged or unable to satisfy its current or potential margin and/or
collateral obligations with respect to its investments in Futures
Contracts and Other Asian Commodities-Related Investments.\11\ The
primary focus of the Sponsor will be the investment in Futures
Contracts and the management of UAC's investments in Treasuries, cash,
and cash equivalents for margining purposes and as collateral.
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    \11\ The Sponsor represents that the Fund will invest in Asian
Commodities Interests in a manner consistent with the Fund's
investment objective and not to achieve additional leverage.
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    According to the Registration Statement, the investment objective
of

UAC (before fees and expenses) will be to have the daily changes in
percentage terms of its net asset value (``NAV'') reflect the daily
changes in percentage terms of the price of a basket of Futures
Contracts, each of which tracks one of the Asian Benchmark Commodities
(``Futures Basket''). The ``Asian Benchmark Commodities'' will be
commodities selected by the Sponsor. The Futures Contracts designated
for inclusion in the Futures Basket will be selected by the Sponsor,
and are referred to as the ``Benchmark Futures Contracts.''
    According to the Registration Statement, the Asian Benchmark
Commodities will be selected by the Sponsor \12\ based on either their
systemic importance to Asian economies, including the three major Asian
economies of China, Japan, and India, or the fact that there are
futures contracts relating to the commodity or commodities that trade
on an Asian domiciled futures exchange. The Sponsor will select the
Asian Benchmark Commodities based on the following four criteria:
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    \12\ The Sponsor is not a broker-dealer or a registered
investment adviser. The Sponsor represents that it will implement
and maintain procedures designed to prevent the use and
dissemination of material, non-public information regarding the
Futures Basket.
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     First, the physical commodity must be one in which the
economies of China, Japan, and India annually consume 10% or more of
global consumption based on publically available industry and
government statistics.
     Second, the physical commodity must be one in which, based
on publically available industry and government statistics, China,
Japan, and India annually produce less of the commodity than they
typically consume, indicating that they are likely to be net importers
of the commodity and not net exporters.
     Third, the Futures Contracts on the physical commodity
must be traded on a regulated Futures Exchange in the United States,
Canada, the United Kingdom, Japan, Dubai, Malaysia, or other domicile
which allows a U.S. domiciled passive investment fund to buy and sell
such contracts.
     Fourth and finally, the Futures Contracts traded on such
commodities must have average open interest measured in U.S. dollars in
excess of $150 million at the time of the commodity's selection. In the
event the same or substantially similar physical contract is traded on
more than one Futures Exchange, the minimum liquidity test will be
applied to the exchange with the largest open interest US dollar terms
in that particular commodity.
    The Asian Benchmark Commodities will be selected by the Sponsor in
accordance with the above specific quantitative data. Then, according
to the Registration Statement, in the first quarter of each calendar
year, the Sponsor will reevaluate the selection of commodities based on
the prior year's data. As a result of changes in Asian commodity
production, commodity consumption, net imports or exports of
commodities, and changes in commodity futures contract liquidity and in
strict accordance with the criteria and factors listed above, the
Sponsor may elect to add or delete a commodity from the list of Asian
Benchmark Commodities, and thus the Futures Basket.\13\ Under normal
circumstances,\14\ the Sponsor anticipates that any changes in either
the list of Asian Benchmark Commodities, the list of Benchmark Futures
Contracts in the Futures Basket, or their weightings, would be made as
part of the annual review process and disclosed to investors with no
less than 30 days advanced notice of the change.
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    \13\ In making any such change, the Sponsor will file a
prospectus supplement informing investors of the proposed changes no
less than 30 days prior to the first month in which the commodity or
commodities added will become part of the Asian Benchmark
Commodities, or 30 days prior to the first month in which the
commodity or commodities deleted will no longer be part of the Asian
Benchmark Commodities. Any changes to the eligible Asian Benchmark
Commodities will also be published on the Web site for the Fund.
    \14\ ``Normal circumstances'' as used herein includes, but is
not limited to, the absence of extreme volatility or trading halts
in the commodity markets or the financial markets generally;
operational issues causing dissemination of inaccurate market
information; or force majeure type events such as systems failure,
natural or man-made disaster, act of God, armed conflict, act of
terrorism, riot or labor disruption, or any similar intervening
circumstance.
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    From time to time throughout the year, it is possible that the
Sponsor may determine that a Futures Contract that is currently a
Benchmark Futures Contract is no longer suitable due to changes in the
liquidity of the Futures Contract or due to changes in the rules
regarding that particular Futures Contract on its regulated Futures
Exchange.\15\ In such cases the Sponsor would first attempt to select
another Futures Contract based on the same commodity that trades on
either the current regulated Futures Exchange, or trades on another
regulated Futures Exchange, and disclose on the Fund's Web site and in
a prospectus supplement that the new Futures Contract will become a
Benchmark Futures Contract for the relevant Asian Benchmark Commodity
and the prior Benchmark Futures Contract for such Asian Benchmark
Commodity would be deleted. In the event that the Sponsor determined
that no other existing Futures Contract is a suitable replacement, then
the Sponsor would file a prospectus supplement and post on the Web site
indicating that the relevant Benchmark Futures Contract would no longer
be included as part of the Futures Basket. In cases where a suitable
Benchmark Futures Contract no longer exists, the Sponsor will also
remove the underlying commodity from the list of Asian Benchmark
Commodities.\16\ Although the Sponsor would normally seek to provide at
least 30 days' notice of any such change, specific circumstances could
mean that the Sponsor would be unable to provide that amount of
advanced notice.
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    \15\ According to the Sponsor, an example would be a case where
a Futures Contract has decreased average liquidity under $150
million.
    \16\ According to the Sponsor, in a case where an underlying
commodity is removed from the list of Asian Benchmark Commodities as
described, if a Futures Contract in such commodity becomes available
at some later date, the underlying commodity would be eligible for
selection as an Asian Benchmark Commodity in the annual review
process.
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    The Benchmark Futures Contracts may trade on any of the Futures
Exchanges. It is not the intent of UAC to be operated in a fashion such
that its NAV will equal, in dollar terms, the spot price of any
particular commodity or any particular Benchmark Futures Contract. It
is not the intent of UAC to be operated in a fashion such that its NAV
will reflect the percentage change of the price of the Futures Basket
as measured over a time period greater than one day. The Sponsor does
not believe that is an achievable goal due to the potential impact of
backwardation and contango on returns of any portfolio of futures
contracts.
    According to the Registration Statement, UAC will seek to achieve
its investment objective by investing in Futures Contracts and, if
applicable, Other Asian Commodities-Related Investments such that the
daily changes in UAC's NAV will closely track changes in the daily
price of the Futures Basket. The Sponsor believes changes in the price
of the Benchmark Futures Contracts have historically exhibited a close
correlation with the changes in the price of the corresponding Asian
Benchmark Commodities. On any valuation day (a valuation day is any
NYSE Arca trading day as of which UAC calculates its NAV, as described
herein), each Benchmark Futures Contract will be the near month
contract for the corresponding Asian Benchmark

Commodity traded on the Futures Exchange where such Benchmark Futures
Contract is listed, unless the near month contract will expire within 4
business days prior to the end of the month. Only the Benchmark Futures
Contracts that will be reaching expiration in the upcoming month will
be sold and the next Futures Contract for that commodity that expires
later than the upcoming month, the next month contract, will be used to
replace the contract being sold. Benchmark Futures Contracts which are
not reaching expiration in the upcoming month will not be ``rolled''
forward.
    UAC will invest in Benchmark Futures Contracts to the fullest
extent possible, turning next to investments in other Futures
Contracts, and finally to Other Asian Commodities-Related Investments
only if required to by applicable regulatory requirements or under
adverse market conditions.\17\ The types of regulatory requirements and
market conditions that would cause UAC to invest in this manner are of
a limited nature. An example of a regulatory requirement that would
cause UAC to invest in Futures Contracts or Other Asian Commodities-
Related Investments other than Benchmark Futures Contracts would be
where UAC received payment from an Authorized Purchaser for the
issuance of a Creation Basket, but could not invest the payment in
Benchmark Futures Contracts because doing so would cause UAC to exceed
the position limits applicable to such Benchmark Futures Contracts.
Imposition of other regulatory requirements, such as accountability
levels, daily price fluctuation limits, or the imposition of capital
controls on foreign investments, may cause UAC to invest in Futures
Contracts or Other Asian Commodities-Related Investments other than
Benchmark Futures Contracts.\18\ Adverse market conditions that the
Sponsor currently anticipates could cause UAC to invest in Futures
Contracts and Other Asian Commodities-Related Investments would be
those allowing UAC to obtain greater liquidity or to execute
transactions with more favorable pricing.
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    \17\ ``Adverse market conditions'' as used herein includes, but
is not limited to, those conditions whereby the Sponsor believes the
price of the Benchmark Futures Contract appears adversely impacted
or economically dislocated compared to substantially similar Futures
Contracts, i.e., those futures contracts of the same commodity as
the Benchmark Futures Contract, but traded on a different exchange.
    \18\ According to the Registration Statement, U.S. designated
contract markets such as the CME, CBOT, COMEX, NYMEX, and ICE US
have established accountability levels and position limits on the
maximum net long or net short futures contracts in commodity
interests that any person or group of persons under common trading
control (other than as a hedge, which an investment by UAC is not)
may hold, own, or control.
    In addition to accountability levels and position limits, the
regulated Futures Exchanges may also set daily price fluctuation
limits on futures contracts. The daily price fluctuation limit
establishes the maximum amount that the price of a futures contract
may vary either up or down from the previous day's settlement price.
Once the daily price fluctuation limit has been reached in a
particular futures contract, no trades may be made at a price beyond
that limit.
    Imposition of, or changes in, accountability levels, position
limits or fluctuation limits on futures contracts could constitute a
regulatory requirement that would cause UAC to invest in Futures
Contracts or Other Asian Commodities-Related Investments other than
Benchmark Futures Contracts. All of these limits may potentially
cause a tracking error between the price of the Units and the price
of the Futures Basket. This may in turn prevent investors from being
able to effectively use UAC as a way to hedge against Asian
commodities-related losses or as a way to indirectly invest in Asian
commodities.
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    More specifically, if applicable regulatory requirements or adverse
market conditions make investing in Benchmark Futures Contracts
impracticable, UAC would then invest to the fullest extent possible in
other Futures Contracts that, while relating to the same commodity and
trading on the same Futures Exchange as a Benchmark Futures Contract,
have a different expiration date. If and when investing in such other
Futures Contracts becomes impracticable because of regulatory
requirements or adverse market conditions, UAC would then invest to the
fullest extent possible in Futures Contracts that, while relating to
the same commodity as the corresponding Benchmark Futures Contract, are
traded on a different futures exchange. Only when UAC has invested in
Benchmark Futures Contracts and other Futures Contracts to the fullest
extent possible in the manner described above, will it then invest in
Other Asian Commodities-Related Investments.\19\
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    \19\ UAC anticipates that, to the extent it invests in Futures
Contracts other than the Benchmark Futures Contracts and Other Asian
Commodities-Related Investments that are not economically equivalent
to the Benchmark Futures Contracts, it will enter into various non-
exchange-traded derivative contracts to hedge the short-term price
movements of such Futures Contracts and Other Asian Commodities-
Related Investments against the current Benchmark Futures Contracts.
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    According to the Registration Statement, the Sponsor will endeavor
to place UAC's trades in Asian Commodities Interests and otherwise
manage UAC's investments so that ``A'' will be within plus/minus 10
percent of ``B,'' where:
     A is the average daily percentage change in UAC's NAV for
any period of 30 successive valuation days, i.e., any NYSE Arca trading
day as of which UAC calculates its NAV; and
     B is the average daily percentage change in the price of
the Futures Basket over the same period.
    A list of the current Asian Benchmark Commodities is shown in the
table below. Included with the list is the Sponsor's estimate of the
percentage of global production and consumption for each commodity that
is attributable to China, Japan, and India combined. Finally, the
current assigned base weight of each commodity for use in the Futures
Basket is listed.

                                           Asian Benchmark Commodities
                                            [As of December 31, 2011]
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                                                              China, Japan,     China, Japan,
                                                               and India's       and India's
                         Commodity                           share of global   share of global    Current base
                                                               production        consumption    weight (percent)
                                                                (percent)         (percent)
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Crude Oil.................................................               5.9              19.0              22
Gasoil....................................................               5.9              19.0               2
Corn......................................................              23.3              24.6              10
Soybeans..................................................               9.1              32.1              10
Wheat.....................................................              32.3              32.6              10
Copper....................................................               4.8              60.9              10
Zinc......................................................              34.5              48.9               5
Nickel....................................................               4.3              41.6               5
Sugar.....................................................              24.4              26.2               5

Platinum..................................................               0                41.9               5
Gold......................................................              13.1              63.8               5
Silver....................................................              15.1              66.8               5
Canola Oil................................................              15                44.7               2
Palm Oil..................................................               0                40.1               2
Rubber....................................................              14.6              47.3               2
                                                           -----------------------------------------------------
    Total.................................................  ................  ................             100
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     A list of the current Benchmark Futures Contracts and their
weighting in the Futures Basket is shown in the table below.

                                                               Benchmark Futures Contracts
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                                                                                Futures basket
            Commodity                Primary futures       Trading hours      Contract ticker    Contract size     Pricing  convention       weighting
                                         exchange          (eastern time)         or code                                                    (percent)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Crude Oil-Light/Sweet-Brent......  ICE Europe.........  8 p.m.-6 p.m.*.....  CO...............           1,000  USD/bbl.................            20.0
Crude Oil-Medium-DME/Oman........  DME/CME **.........  6 p.m.-5:15 p.m.*..  OQD..............           1,000  USD/bbl.................             2.0
Gasoil...........................  ICE Europe.........  8 p.m.-6 p.m.*.....  QS...............             100  USD/Tonne...............             2.0
Corn.............................  CBOT...............  8:30 a.m.-12:15 p.m  ZC...............           5,000  c/bu....................            10.0
Soybeans.........................  CBOT...............  8:30 a.m.-12:15 p.m  ZS...............           5,000  c/bu....................            10.0
Wheat............................  CBOT...............  8:30 a.m.-12:15 p.m  ZW...............           5,000  c/bu....................            10.0
Copper...........................  COMEX..............  8:10 a.m.-1 p.m....  HG...............          25,000  USD/lb..................            10.0
Zinc.............................  LME................  8 p.m.-2 p.m.......  LX...............              25  USD/Tonne...............             5.0
Nickel...........................  LME................  8 p.m.-2 p.m.......  LN...............               6  USD/Tonne...............             5.0
Sugar............................  ICE US.............  3:30 a.m.-2 p.m....  SB...............         112,000  c/lb....................             5.0
Platinum.........................  TOCOM ***..........  7 p.m.-1:30 a.m. *.  JA...............             500  JPY/g...................             5.0
Gold.............................  COMEX..............  8:20 a.m.-1:30 p.m.  GC...............             100  USD/T.Oz................             5.0
Silver...........................  COMEX..............  8:25 a.m.-1:25 p.m.  SI...............           5,000  USD/T.Oz................             5.0
Canola Oil.......................  ICE Canada.........  8 p.m.-2:15 p.m....  RS...............              20  CAD/Tonne...............             2.0
Palm Oil.........................  Bursa Malaysia/CME   7 p.m.-3:50 a.m.*..  KO...............              25  MYR/Tonne...............             2.0
                                    **.
Rubber...........................  TOCOM..............  7 p.m.-1:30 a.m.*..  JN...............           5,000  JPY/kg..................             2.0
                                  ----------------------------------------------------------------------------------------------------------------------
    Total........................  ...................  ...................  .................  ..............  ........................             100
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* Trading ends on next calendar day.
** Non-U.S. Futures Contracts that are also cross-listed on the CME and trade during U.S. market hours.
*** A substantially similar, but not identical, physically settled Futures Contract trades in the U.S. on the CME.

    The Sponsor believes that market arbitrage opportunities will cause
daily changes in UAC's Unit price on the NYSE Arca to closely track
daily changes in UAC's NAV per Unit. The Sponsor believes that the net
effect of this expected relationship and the expected relationship
described above between UAC's NAV and the Futures Basket will be that
the daily changes in the price of UAC's Units on the NYSE Arca will
closely track in percentage terms, changes in the Futures Basket less
UAC's expenses.
    The Sponsor will employ a ``neutral'' investment strategy intended
to track the changes in the Futures Basket regardless of whether the
price goes up or goes down. UAC's ``neutral'' investment strategy is
designed to permit investors generally to purchase and sell UAC's Units
for the purpose of trading indirectly in the commodities market in a
cost-effective manner, and/or to permit participants in the commodities
or other industries to hedge the risk of losses in their Asian
Commodities Interests. Accordingly, depending on the investment
objective of an individual investor, the risks generally associated
with investing in the Asian commodities market and/or the risks
involved in hedging may exist. In addition, an investment in UAC
involves the risk that the changes in the price of UAC's Units will not
accurately track changes in the Futures Basket and that changes in the
Benchmark Futures Contracts will not closely correlate with changes in
the prices of the corresponding Asian Benchmark Commodities.
Furthermore, UAC will also hold Treasuries, cash, and/or cash
equivalents to meet its current or potential margin or collateral
requirements with respect to its investments in Asian Commodities
Interests and invest cash not required to be used as margin or
collateral. UAC does not expect there to be any meaningful correlation
between the performance of UAC's investments in Treasuries, cash, and/
or cash equivalents and the changes in the

prices of commodities or Asian Commodities Interests. While the level
of interest earned on or the market price of these investments may in
some respect correlate to changes in the prices of commodities, this
correlation is not anticipated as part of UAC's efforts to meet its
objective.
    Each month, the Benchmark Futures Contracts will change, starting
four business days prior to the end of the month. Only the near month
Benchmark Futures Contracts that will be reaching expiration in the
upcoming month will be sold. The next Benchmark Futures Contract for
the relevant Asian Benchmark Commodity that expires later than the
upcoming month, the next month contract, will be used to replace the
Benchmark Futures Contract being sold. Near month Benchmark Futures
Contracts which are not reaching expiration in the upcoming month will
not be ``rolled'' forward. During the first three days of such period,
the applicable value of each Benchmark Futures Contract being rolled
forward will be based on a combination of the corresponding near month
contract and the ``next month contract'' as follows:
    (1) Day 1 will consist of 75% of the then near month contract's
total return for the day, plus 25% of the total return for the day of
the next month contract,
    (2) Day 2 will consist of 50% of the then near month contract's
total return for the day, plus 50% of the total return for the day of
the next month contract, and
    (3) Day 3 will consist of 25% of the then near month contract's
total return for the day, plus 75% of the total return for the day of
the next month contract.
    On day 4, such Benchmark Futures Contract will be the next month
contract to expire at that time. That contract will remain the
Benchmark Futures Contract until the following month's change in the
Benchmark Futures Contract, the period for which begins four business
days prior to the end of the month.
    The Sponsor will attempt to manage the credit risk of UAC by
following certain trading limitations and policies. In particular, UAC
intends to post margin and collateral and/or hold liquid assets that
will be equal to approximately the face amount of the Asian Commodity
Interests it holds. The Sponsor will implement procedures that will
include, but will not be limited to, executing and clearing trades and
entering into over-the-counter transactions only with parties it deems
creditworthy and/or requiring the posting of collateral by such parties
for the benefit of UAC to limit its credit exposure. To reduce the
credit risk that arises in connection with over-the-counter derivative
contracts, UAC will generally enter into an agreement with each
counterparty based on the Master Agreement published by the
International Swaps and Derivatives Association, Inc. that provides for
the netting of its overall exposure to its counterparty.
    The creditworthiness of each potential counterparty will be
assessed by the Sponsor. The Sponsor will assess or review, as
appropriate, the creditworthiness of each potential or existing
counterparty to an over-the-counter contract pursuant to guidelines
approved by the Sponsor. Furthermore, the Sponsor on behalf of UAC will
only enter into over-the-counter contracts with counterparties who are,
or are affiliates of, (a) banks regulated by a United States federal
bank regulator, (b) broker-dealers regulated by the Commission, (c)
insurance companies domiciled in the United States, and (d) producers,
users, or traders of commodities, whether or not regulated by the CFTC.
Existing counterparties will be reviewed periodically by the Sponsor.
UAC also may require that the counterparty be highly rated and/or
provide collateral or other credit support.

Creation and Redemption of Units

    UAC will create Units only in blocks of 50,000 Units called
``Creation Baskets'' and redeem Units only in blocks of 50,000 Units
called ``Redemption Baskets.'' Only authorized purchasers may purchase
or redeem Creation Baskets or Redemption Baskets, respectively. An
authorized purchaser is under no obligation to create or redeem
baskets, and an authorized purchaser is under no obligation to offer to
the public Units of any baskets it does create. Baskets are generally
created when there is a demand for Units, including, but not limited
to, when the market price per Unit is at a premium to the NAV per Unit.
Authorized purchasers will then sell such Units, which will be listed
on NYSE Arca, to the public at per Unit offering prices that are
expected to reflect, among other factors, the trading price of the
Units on NYSE Arca, the NAV of UAC at the time the authorized purchaser
purchased the Creation Baskets and the NAV at the time of the offer of
the Units to the public, the supply of and demand for Units at the time
of sale, and the liquidity of the Futures Contracts market and the
market for Other Asian Commodities-Related Investments. The prices of
Units offered by Authorized Purchasers are expected to fall between
UAC's NAV and the trading price of the Units on the NYSE Arca at the
time of sale. Similarly, baskets are generally redeemed when the market
price per Unit is at a discount to the NAV per Unit. Retail investors
seeking to purchase or sell Units on any day will effect such
transactions in the secondary market, on NYSE Arca, at the market price
per Unit, rather than in connection with the creation or redemption of
baskets.
    Purchase and redemption orders must be placed by 10:30 a.m. Eastern
Time (``E.T.'') or the close of regular trading on the NYSE Arca,
whichever is earlier.
    The creation and redemption of baskets will only be made in
exchange for delivery to UAC or the distribution by UAC of the amount
of Treasuries and/or cash equal to the combined NAV of the number of
Units included in the baskets being created or redeemed determined as
of 4:00 p.m. E.T. on the day the order to create or redeem baskets is
properly received.
    All proceeds from the sale of Creation Baskets will be invested in
the investments described in the Registration Statement. Investments
and related margin or collateral are held through the custodian for
UAC, BBH & Co., Inc., in accounts with UAC's futures commission
merchant, UBS USA, LLC, or other custodian.
    UAC and the Units will meet the initial and continued listing
requirements applicable to Trust Issued Receipts in NYSE Arca Equities
Rule 8.200 and Commentary .02 thereto. With respect to application of
Rule 10A-3 under the Act,\20\ the Trust relies on the exception
contained in Rule 10A-3(c)(7).\21\ A minimum of 100,000 Units for UAC
will be outstanding as of the start of trading on the Exchange.
---------------------------------------------------------------------------

    \20\ 17 CFR 240.10A-3.
    \21\ 17 CFR 240.10A-3(c)(7).
---------------------------------------------------------------------------

    A more detailed description of UAC's investments, as well as of the
investment risks, creation and redemption procedures and fees, is set
forth in the Registration Statement. All terms relating to UAC that are
referred to, but not defined in, this proposed rule change are defined
in the Registration Statement.

Net Asset Value

    UAC's NAV will be calculated by:
     Taking the current market value of its total assets, and
     Subtracting any liabilities.
    BBH & Co., Inc, the Administrator, will calculate the NAV of UAC
once each NYSE Arca trading day. The NAV for a particular trading day
will be released after 4:00 p.m. E.T. Trading during the Core Trading
Session (9:30 a.m. E.T. to 4:00 p.m. E.T.) on the NYSE

Arca typically closes at 4:00 p.m. E.T. The Administrator will use the
closing prices on the relevant Futures Exchanges of the Benchmark
Futures Contracts (determined at the earlier of the close of such
exchange or 2:30 p.m. E.T.) for the contracts traded on the Futures
Exchanges, but will calculate or determine the value of all other UAC
investments using market quotations, if available, or other information
customarily used to determine the fair value of such investments as of
the earlier of the close of the NYSE Arca or 4:00 p.m. E.T.
    ``Other information'' customarily used in determining fair value
includes information consisting of market data in the relevant market
supplied by one or more third parties including, without limitation,
relevant rates, prices, yields, yield curves, volatilities, spreads,
correlations or other market data in the relevant market, or
information of the types described above from internal sources if that
information is of the same type used by UAC in the regular course of
its business for the valuation of similar transactions. The information
may include costs of funding, to the extent costs of funding are not
and would not be a component of the other information being utilized.
Third parties supplying quotations or market data may include, without
limitation, dealers in the relevant markets, end-users of the relevant
product, information vendors, brokers, and other sources of market
information.

Dissemination of Indicative Fund Value

    In order to provide updated information relating to UAC for use by
investors and market professionals, the NYSE Arca will calculate and
disseminate throughout the Core Trading Session on each trading day an
updated Indicative Fund Value (``IFV''). The IFV will be calculated by
using the prior day's closing NAV per Unit of UAC as a base and
updating that value throughout the trading day to reflect changes in
the most recently reported price level of the Benchmark Futures
Contracts as reported by Bloomberg, L.P. or another reporting service.
    The IFV disseminated during NYSE Arca Core Trading Session hours
should not be viewed as an actual real time update of the NAV, because
NAV is calculated only once at the end of each trading day based upon
the relevant end of day values of UAC's investments.
    The IFV will be widely disseminated by one or more major market
data vendors at least every 15 seconds during the NYSE Arca Core
Trading Session.\22\ The normal trading hours of the Futures Exchanges
vary, with some Futures Exchanges ending their trading hours before the
close of the Core Trading Session on NYSE Arca (for example, the normal
trading hours of the NYMEX are 10:00 a.m. E.T. to 2:30 p.m. E.T.). When
UAC holds Futures Contracts from Futures Exchanges with different
trading hours than the NYSE Arca there will be a gap in time at the
beginning and/or the end of each day during which UAC's Units are
traded on the NYSE Arca, but real-time Futures Exchange trading prices
for Futures Contracts traded on such Futures Exchanges are not
available. During such gaps in time, the IFV will be calculated based
on the end of day price of such Futures Contracts from the relevant
Futures Exchange's immediately previous trading session. In addition,
other Futures Contracts, Other Asian Commodities-Related Investments,
and Treasuries held by UAC will be valued by the Administrator, using
rates and points received from client-approved third party vendors
(such as Reuters and WM Company) and advisor quotes. These investments
will not be included in the IFV.
---------------------------------------------------------------------------

    \22\ Currently, it is the Exchange's understanding that several
major market data vendors display and/or make widely available IFV
published on CTA or other data feeds.
---------------------------------------------------------------------------

Availability of Information Regarding the Units

    The NAV for UAC will be disseminated daily to all market
participants at the same time. The Exchange will make available on its
Web site daily trading volume of each of the Units, closing prices of
such Units, and number of Units outstanding.
    The intraday, closing prices, and settlement prices of the Futures
Contracts and Futures Basket are or will be readily available from the
Web sites of the relevant Futures Exchanges, automated quotation
systems, published or other public sources, or on-line information
services such as Bloomberg or Reuters, and the value of the Futures
Basket will be disseminated at least every 15 seconds. Complete real-
time data for the Futures Contracts is available by subscription from
Reuters and Bloomberg. The relevant Futures Exchanges also provide
delayed futures information on current and past trading sessions and
market news free of charge on their respective Web sites. The specific
contract specifications for the Futures Contracts are also available on
such Web sites, as well as other financial informational sources.
Information regarding exchange-traded cash-settled options and cleared
swap contracts will be available from the applicable exchanges and
major market data vendors. Quotation and last-sale information
regarding the Units will be disseminated through the facilities of the
CTA. In addition, UAC's Web site,
www.unitedstatesasiancommoditiesbasketfund.com, will display the
applicable end of day closing NAV.
    UAC's total portfolio composition will be disclosed each business
day that the NYSE Arca is open for trading, on UAC's Web site. The Web
site disclosure of portfolio holdings will be made daily and will
include, as applicable, (i) the composite value of the total portfolio,
(ii) the name, percentage weighting, and value of each Benchmark
Futures Contract, (iii) the specific types, percentage weightings, and
values of Other Asian Commodities-Related Investments and
characteristics of such Other Asian Commodities-Related Investments,
(iv) the name and value of each Treasury security and cash equivalent,
and (v) the amount of cash held in UAC's portfolio. In addition, on
each business day that the NYSE Arca is open for trading, the Web site
disclosure will include the contents and percentage weighting of the
Futures Basket and the list and percentage weighting of the Asian
Benchmark Commodities. The sources the Sponsor uses to determine global
production, consumption, and economic tendencies will be available on
the Fund's Web site. UAC's Web site is publicly accessible at no
charge.
    This Web site disclosure of the portfolio composition of UAC will
occur at the same time as the disclosure by the Sponsor of the
portfolio composition to authorized purchasers so that all market
participants are provided portfolio composition information at the same
time. Therefore, the same portfolio information will be provided on the
public Web site as well as in electronic files provided to authorized
purchasers. Accordingly, each investor will have access to the current
portfolio composition of UAC through UAC's Web site.

Trading Rules

    The Exchange deems the Units to be equity securities, thus
rendering trading in the Units subject to the Exchange's existing rules
governing the trading of equity securities. Units will trade on the
NYSE Arca Marketplace from 4:00 a.m. to 8:00 p.m. E.T. The Exchange has
appropriate rules to facilitate transactions in the Units during all
trading sessions. As provided in NYSE

Arca Equities Rule 7.6, Commentary .03, the minimum price variation
(``MPV'') for quoting and entry of orders in equity securities traded
on the NYSE Arca Marketplace is $0.01, with the exception of securities
that are priced less than $1.00 for which the MPV for order entry is
$0.0001.
    The trading of the Units will be subject to NYSE Arca Equities Rule
8.200, Commentary .02(e), which sets forth certain restrictions on
Equity Trading Permit (``ETP'') Holders acting as registered Market
Makers in Trust Issued Receipts to facilitate surveillance. See
``Surveillance'' below for more information.
    With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Units. Trading may be halted because of market
conditions or for reasons that, in the view of the Exchange, make
trading in the Units inadvisable. These may include: (1) The extent to
which trading is not occurring in the underlying futures contracts, or
(2) whether other unusual conditions or circumstances detrimental to
the maintenance of a fair and orderly market are present. In addition,
trading in Units will be subject to trading halts caused by
extraordinary market volatility pursuant to the Exchange's ``circuit
breaker'' rule \23\ or by the halt or suspension of trading of the
underlying futures contracts.
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    \23\ See NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

    The Exchange may halt trading during the day in which an
interruption to the dissemination of the IFV, the value of the Futures
Basket, or the value of the underlying Futures Contracts occurs. If the
interruption to the dissemination of the IFV, the value of the Futures
Basket, or the value of the underlying Futures Contracts 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 NAV with respect to
the Units is not disseminated to all market participants at the same
time, it will halt trading in the Units until such time as the NAV is
available to all market participants.

Surveillance

    The Exchange intends to utilize its existing surveillance
procedures applicable to derivative products, including Trust Issued
Receipts, to monitor trading in the Units. The Exchange represents that
these procedures are adequate to properly monitor Exchange trading of
the Units in all trading sessions and to deter and detect violations of
Exchange rules and applicable federal securities laws.
    The Exchange's current trading surveillances focus on detecting
securities trading 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 Exchange is able to
obtain information regarding trading in the Units, the physical
commodities included in, or options, futures, or options on futures on,
Units through ETP Holders, in connection with such ETP Holders'
proprietary trades or customer trades through ETP Holders which they
effect on any relevant market. The Exchange can obtain market
surveillance information, including customer identity information, with
respect to transactions occurring on exchanges that are members of the
Intermarket Surveillance Group (``ISG''), including CME, COMEX, CBOT,
NYMEX, ICE US, ICE Canada, DME, and Malaysia. In addition, the Exchange
has entered into comprehensive surveillance sharing agreements with ICE
Europe and LME that apply with respect to trading in the applicable
Futures Contracts. A list of ISG members is available at
www.isgportal.org. \24\
---------------------------------------------------------------------------

    \24\ The Exchange notes that not all Other Asian Commodities-
Related Investments may trade on markets that are members of ISG or
with which the Exchange has in place a comprehensive surveillance
sharing agreement.
---------------------------------------------------------------------------

    In addition, with respect to UAC's Futures Contracts traded on
exchanges, not more than 10% of the weight of such Futures Contracts in
the aggregate shall consist of components whose principal trading
market is not a member of ISG or is a market with which the Exchange
does not have a comprehensive surveillance sharing agreement.
    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 the Units. Specifically, the
Information Bulletin will discuss the following: (1) The risks involved
in trading the Units during the Opening and Late Trading Sessions when
an updated IFV will not be calculated or publicly disseminated; (2) the
procedures for purchases and redemptions of Units in Creation Baskets
and Redemption Baskets (and that Units are not individually
redeemable); (3) NYSE Arca Equities Rule 9.2(a), which imposes a duty
of due diligence on its ETP Holders to learn the essential facts
relating to every customer prior to trading the Units; (4) how
information regarding the IFV is disseminated; (5) that a static IFV
will be disseminated, between the close of trading on the applicable
Futures Exchange and the close of the NYSE Arca Core Trading Session;
(6) the requirement that ETP Holders deliver a prospectus to investors
purchasing newly issued Units prior to or concurrently with the
confirmation of a transaction; and (7) trading information.
    In addition, the Information Bulletin will advise ETP Holders,
prior to the commencement of trading, of the prospectus delivery
requirements applicable to UAC. The Exchange notes that investors
purchasing Units directly from UAC will receive a prospectus. ETP
Holders purchasing Units from UAC for resale to investors will deliver
a prospectus to such investors. The Information Bulletin will also
discuss any exemptive, no-action, and interpretive relief granted by
the Commission from any rules under the Act.
    In addition, the Information Bulletin will reference that UAC is
subject to various fees and expenses described in the Registration
Statement. The Information Bulletin will also reference that the CFTC
has regulatory jurisdiction over the trading of Futures Contracts
traded on U.S. markets.
    The Information Bulletin will also disclose the trading hours of
the Units of UAC and that the NAV for the Units is calculated after
4:00 p.m. E.T. each trading day. The Information Bulletin will disclose
that information about the Units of UAC is publicly available on UAC's
Web site.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the
requirement under Section 6(b)(5) \25\ that an exchange have rules that
are 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, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \25\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to
prevent fraudulent and manipulative acts and practices in that the
Units will be listed and traded on the Exchange

pursuant to the initial and continued listing criteria in NYSE Arca
Equities Rule 8.200 and Commentary .02 thereto. The Sponsor is not a
broker-dealer or a registered investment adviser. The Sponsor
represents that it will implement and maintain procedures designed to
prevent the use and dissemination of material non-public information
regarding the Futures Basket. UAC will invest in Benchmark Futures
Contracts to the fullest extent possible, turning next to investments
in other Futures Contracts, and finally to Other Asian Commodities-
Related Investments only if required to by applicable regulatory
requirements or in adverse market conditions.\26\ The Exchange has in
place surveillance procedures that are adequate to properly monitor
trading in the Units in all trading sessions and to deter and detect
violations of Exchange rules and applicable federal securities laws.
With respect to UAC's Futures Contracts traded on exchanges, not more
than 10% of the weight of such Futures Contracts in the aggregate shall
consist of components whose principal trading market is not a member of
ISG or is a market with which the Exchange does not have a
comprehensive surveillance sharing agreement. The Exchange may obtain
information via ISG from other exchanges that are members of ISG or
with which the Exchange has entered into a comprehensive surveillance
sharing agreement. The intraday, closing prices, and settlement prices
of the Futures Contracts held by UAC are readily available from the Web
sites of the relevant Futures Exchanges, automated quotation systems,
published or other public sources, or on-line information services such
as Bloomberg or Reuters. The relevant Futures Exchanges also provide
delayed futures information on current and past trading sessions and
market news free of charge on their respective Web sites. Quotation and
last-sale information for the Units will be available via CTA. In
addition, UAC's Web site will display the applicable end of day closing
NAV. UAC's total portfolio composition will be disclosed on its Web
site.
---------------------------------------------------------------------------

    \26\ See note 17, supra.
---------------------------------------------------------------------------

    The proposed rule change is designed to promote just and equitable
principles of trade and to protect investors and the public interest in
that a large amount of information is publicly available regarding UAC
and the Units, thereby promoting market transparency. The IFV and value
of the Futures Basket will be disseminated by one or more major market
data vendors at least every 15 seconds during the regular NYSE Arca
Core Trading Session. Trading in Units of UAC will be halted if the
circuit breaker parameters in NYSE Arca Equities Rule 7.12 have been
reached or because of market conditions or for reasons that, in the
view of the Exchange, make trading in the Units inadvisable. Moreover,
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 the Units. UAC's total portfolio
composition will be disclosed each business day that the NYSE Arca is
open for trading, on UAC's Web site at
www.unitedstatesasiancommoditiesbasketfund.com. The Web site disclosure
of portfolio holdings will be made daily and will include, as
applicable, (i) the composite value of the total portfolio, (ii) the
name, percentage weighting, and value of each Benchmark Futures
Contract, (iii) the specific types, percentage weightings, and values
of Other Asian Commodities-Related Investments and characteristics of
such Other Asian Commodities-Related Investments, (iv) the name and
value of each Treasury security and cash equivalent, and (v) the amount
of cash held in UAC's portfolio. In addition, on each business day that
the NYSE Arca is open for trading, the Web site disclosure will include
the contents and percentage weighting of the Futures Basket and the
list and percentage weighting of the Asian Benchmark Commodities.
    The Exchange may halt trading during the day in which an
interruption to the dissemination of the IFV, the value of the Futures
Basket, or the value of the underlying Futures Contracts occurs. If the
interruption to the dissemination of the IFV, value of the Futures
Basket, or the value of the underlying Futures Contracts 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 NAV with respect to
the Units is not disseminated to all market participants at the same
time, it will halt trading in the Units until such time as the NAV is
available to all market participants.
    The proposed rule change is designed to perfect the mechanism of a
free and open market and, in general, to protect investors and the
public interest in that it will facilitate the listing and trading of
an additional type of trust issued receipts that will enhance
competition among market participants, to the benefit of investors and
the marketplace. As noted above, the Exchange has in place surveillance
procedures relating to trading in the Units and may obtain information
via ISG from other exchanges that are members of ISG or with which the
Exchange has entered into a comprehensive surveillance sharing
agreement. In addition, as noted above, investors will have ready
access to information regarding UAC's holdings, IFV, and quotation and
last-sale information for the Units.

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

    Within 45 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 or disapprove the 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 email to<EMAIL_ADDRESS>Please include
File Number SR-NYSEArca-2012-120 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-2012-120. 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 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 Web site viewing and
printing in the Commission's Public Reference Section, 100 F Street
NE., Washington, DC 20549-1090, on official business days between 10:00
a.m. and 3:00 p.m. Copies of the filing will also be available for
inspection and copying at the NYSE's principal office and on its
Internet Web site at www.nyse.com. 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-2012-120 and should be submitted on or before
December 4, 2012.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\27\
---------------------------------------------------------------------------

    \27\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-27551 Filed 11-9-12; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 81, Number 179 (Thursday, September 15, 2016)]
[Rules and Regulations]
[Pages 63418-63420]
[FR Doc No: 2016-22228]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 165

[Docket Number USCG-2016-0791]
RIN 1625-AA00

Safety Zone; Navy UNDET, Apra Outer Harbor, GU

AGENCY: Coast Guard, DHS.

ACTION: Temporary final rule.

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SUMMARY: The Coast Guard is establishing a temporary safety zone for
navigable waters within a 700-yard radius on the surface and 1400-yard
radius underwater of the Navy underwater detonation operations in the
waters of Apra Outer Harbor, Guam. The Coast Guard believes this safety
zone regulation is necessary to protect all persons and vessel that
would otherwise transit or be within the affected areas from possible
safety hazards associated with underwater detonation operations. Entry
of vessels or persons into these zones is prohibited unless
specifically authorized by the Captain of the Port Guam.

DATES: This rule is effective without actual notice from September 15,
2016 until September 16, 2016. For the purposes of enforcement, actual
notice will be used from September 13, 2016, until September 15, 2016.

ADDRESSES: To view documents mentioned in this preamble as being
available in the docket, go to http://www.regulations.gov, type USCG-
2016-0791 in the ``SEARCH'' box and click ``SEARCH.'' Click on Open
Docket Folder on the line associated with this rule.

FOR FURTHER INFORMATION CONTACT: If you have questions on this rule,
call or email Chief Kristina Gauthier, Sector Guam, U.S. Coast Guard;
telephone<PHONE_NUMBER>, email<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. Table of Abbreviations

CFR Code of Federal Regulations
COTP Captain of the Port
DHS Department of Homeland Security
FR Federal Register
NPRM Notice of proposed rulemaking
Sec.  Section
U.S.C. United States Code

II. Background Information and Regulatory History

    The Coast Guard is issuing this temporary rule without prior notice
and opportunity to comment pursuant to authority under section 4(a) of
the Administrative Procedure Act (APA) (5 U.S.C. 553(b)). This
provision authorizes an agency to issue a rule without prior notice and
opportunity to comment when the agency for good cause finds that those
procedures are ``impracticable, unnecessary, or contrary to the public
interest.'' Under 5 U.S.C. 553(b)(B), the Coast Guard finds that good
cause exists for not publishing a notice of proposed rulemaking (NPRM)
with respect to this rule because doing so would be impracticable and
contrary to public interest. The final details for this event were not
known to the Coast Guard until there was insufficient time remaining
before the operation to publish an NPRM. Thus, delaying the effective
dates of this rule to wait for a comment period to run would be
impracticable because it would inhibit the Coast Guard's ability to
protect vessels and waterway users from the hazards associated with
this operation.
    We are issuing this rule, and under 5 U.S.C. 553(d)(3), the Coast
Guard finds that good cause exists for making it effective less than 30
days after publication in the Federal Register. Due to the late notice
and inherent danger in underwater detonation exercises, delaying the
effective period of this safety zone would be contrary to public
interest.

III. Legal Authority and Need for Rule

    The Coast Guard is issuing this rule under authority in 33 U.S.C.
1231. The Captain of the Port Guam has determined that potential
hazards associated with the U.S. Navy training exercise, which include
detonation of underwater explosives on September 13-16, 2016, will be a
safety concern for anyone within a 700-yard radius on the surface and
1400-yard radius underwater of the operation. This rule is needed to
protect personnel, vessels, and the marine environment in the navigable
waters within the safety zone during the exercise. Mariners and divers
approaching too close to such exercises could potentially expose
themselves to flying debris or other hazardous conditions.

IV. Discussion of the Rule

    The safety zone will cover all navigable waters within 700-yards on
the surface and 1400-yards underwater of vessels and machinery being
used by the Navy. The duration of the zone is intended to protect
personnel, vessels, and the marine environment in these navigable
waters during the underwater detonation exercise. No vessel or person
will be permitted to enter the safety zones without obtaining
permission from the COTP or a designated representative.

V. Regulatory Analyses

    We developed this rule after considering numerous statutes and
Executive order related to rulemaking. Below we summarize our analyses
based on a number of these statutes and Executive orders, and we
discuss First Amendment rights of protestors.

A. Regulatory Planning and Review

    Executive Orders 12866 and 13563 direct agencies to assess the
costs and benefits of available regulatory alternatives and, if
regulation is necessary, to select regulatory approaches that maximize
net benefits. Executive Order 13563 emphasizes the importance of
quantifying both costs and benefits, of reducing costs, of harmonizing
rules, and of promoting flexibility. This rule has not been designated
a ``significant regulatory action,'' under Executive Order 12866.
Accordingly, it has not been reviewed by the Office of Management and
Budget.
    This regulatory action determination is based on the size,
location, duration, and time-of-year of the safety zone. Vessel traffic
will be able to safely transit around this safety zone which will
impact a small designated area of waters in Apra Outer Harbor for 8
hours. Moreover, the Coast Guard will issue Broadcast Notice to
Mariners via VHF-FM marine channel 16 about the zone and the rule
allows vessels to seek permission to enter the zone.

B. Impact on Small Entities

    The Regulatory Flexibility Act of 1980, 5 U.S.C. 601-612, as
amended, requires Federal agencies to consider the potential impact of
regulations on small entities during rulemaking. The term ``small
entities'' comprises small businesses, not-for-profit organizations
that are independently owned and operated and are not dominant in their
fields, and governmental jurisdictions with populations of less than
50,000. The Coast Guard certifies under 5 U.S.C. 605(b) that this rule
will not have a significant economic impact on a substantial number of
small entities.
    While some owners or operators of vessels intending to transit the
safety zone may be small entities, for the reasons stated in section
V.A above, this rule will not have a significant economic impact on any
vessel owner or operator.
    Under section 213(a) of the Small Business Regulatory Enforcement
Fairness Act of 1996 (Pub. L. 104-121), we want to assist small
entities in understanding this rule. If the rule would affect your
small business, organization, or governmental jurisdiction and you have
questions concerning its provisions or options for compliance, please
contact the person listed in the FOR FURTHER INFORMATION CONTACT
section.
    Small businesses may send comments on the actions of Federal
employees who enforce, or otherwise determine compliance with, Federal
regulations to the Small Business and Agriculture Regulatory
Enforcement Ombudsman and the Regional Small Business Regulatory
Fairness Boards. The Ombudsman evaluates these actions annually and
rates each agency's responsiveness to small business. If you wish to
comment on actions by employees of the Coast Guard, call 1-888-REG-FAIR
(1-888-734-3247). The Coast Guard will not retaliate against small
entities that question or complain about this rule or any policy or
action of the Coast Guard.

C. Collection of Information

    This rule will not call for a new collection of information under
the Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520).

D. Federalism and Indian Tribal Governments

    A rule has implications for federalism under Executive Order 13132,
Federalism, if it has a substantial direct effect on the States, on the
relationship between the national government and the States, or on the
distribution of power and responsibilities among the various levels of
government. We have analyzed this rule under that Order and have
determined that it is consistent with the fundamental federalism
principles and preemption requirements described in Executive Order
13132.
    Also, this rule does not have tribal implications under Executive
Order 13175, Consultation and Coordination with Indian Tribal
Governments, because it does not have a substantial direct effect on
one or more Indian tribes, on the relationship between the Federal
Government and Indian tribes, or on the distribution of power and
responsibilities between the Federal Government and Indian tribes. If
you believe this rule has implications for federalism or Indian tribes,
please contact the person listed in the FOR FURTHER INFORMATION CONTACT
section above.

E. Unfunded Mandates Reform Act

    The Unfunded Mandates Reform Act of 1995 (2 U.S.C. 1531-1538)
requires Federal agencies to assess the effects of their discretionary
regulatory actions. In particular, the Act addresses actions that may
result in the expenditure by a State, local, or tribal government, in
the aggregate, or by the private sector of $100,000,000 (adjusted for
inflation) or more in any one year. Though this rule will not result in
such an expenditure, we do discuss the effects of this rule elsewhere
in this preamble.

F. Environment

    We have analyzed this rule under Department of Homeland Security
Management Directive 023-01 and Commandant Instruction M16475.lD, which
guide the Coast Guard in complying with the National Environmental
Policy Act of 1969 (42 U.S.C. 4321-4370f), and have determined that
this action is one of a category of actions that do not individually or
cumulatively have a significant effect on the human environment. This
rule involves a safety zone lasting eight hours that will prohibit
entry within 700-yards on the surface and 1400-yards underwater of
vessels and machinery being used by Navy personnel. It is categorically
excluded from further review under paragraph 34(g) of Figure 2-1 of the
Commandant Instruction. An environmental analysis checklist supporting
this determination and a Categorical Exclusion Determination are
available in the docket where indicated under ADDRESSES. We seek any
comments or information that may lead to the discovery of a significant
environmental impact from this rule.

G. Protest Activities

    The Coast Guard respects the First Amendment rights of protesters.
Protesters are asked to contact the person listed in the FOR FURTHER
INFORMATION CONTACT section to coordinate protest activities so that
your message can be received without jeopardizing the safety or
security of people, places or vessels.

List of Subjects in 33 CFR Part 165

    Harbors, Marine safety, Navigation (water), Reporting and record-
keeping requirements, Security measures, Waterways.

    For the reasons discussed in the preamble, the Coast Guard amends
33 CFR part 165 as follows:

PART 165--SAFETY ZONE; NAVY UNDET, APRA OUTER HARBOR, GU

0
1. The authority citation for part 165 continues to read as follows:

    Authority:  33 U.S.C. 1231; 50 U.S.C. 191; 33 CFR 1.05-1, 6.04-
1, 6.04-6, and 160.5; Department of Homeland Security Delegation No.
0170.1.

0
2. Add Sec.  165.T14-0791 to read as follows:

Sec.  165. T14-0791  Safety Zone; Navy UNDET, Apra Outer Harbor, GU.

    (a) Location. The following areas, within the Guam Captain of the
Port (COTP) Zone (See 33 CFR 3.70-15), from the surface of the water to
the ocean floor, are safety zones:
    Apra Outer Harbor, Guam September 13-16, 2016. All surface waters
bounded by a circle with a 700-yard radius and all underwater areas
bounded by a circle with a 1,400 yard radius centered at 13 degrees 27
minutes 42 seconds North Latitude and 144 degrees 38 minutes 30 seconds
East Longitude, (NAD 1983).
    (b) Enforcement period. This section will be enforced from 8 a.m.
through 4 p.m. daily from September 13, 2016 through September 16,
2016.
    (c) Regulations. The general regulations governing safety zones
contained in 33 CFR 165.23 apply. No vessels may enter or transit
safety zones and no persons in the water may enter or transit safety
zone unless authorized by the COTP or a designated representative
thereof.
    (d) Enforcement. Any Coast Guard commissioned, warrant, or petty
officer, and any other COTP representative permitted by law, may
enforce these temporary safety zones.
    (e) Waiver. The COTP may waive any of the requirements of this
section for any person, vessel, or class of vessel upon finding that
application of the

safety zone is unnecessary or impractical for the purpose of maritime
security.
    (f) Penalties. Vessels or persons violating this rule are subject
to the penalties set forth in 33 U.S.C. 1232 and 50 U.S.C. 192.

    Dated: August 17, 2016.
James B. Pruett,
Captain, U.S. Coast Guard, Captain of the Port, Guam.
[FR Doc. 2016-22228 Filed 9-14-16; 8:45 am]
 BILLING CODE 9110-04-P