[Federal Register: June 22, 2006 (Volume 71, Number 120)]
[Notices]
[Page 35981-35985]
[DOCID:fr22jn06-128]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53999; File No. SR-NYSEArca-2006-30]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Order Granting Accelerated Approval of Proposed Rule Change
Relating to the Trading of WisdomTree Exchange Traded Funds Pursuant to
Unlisted Trading Privileges

June 15, 2006.
    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 June 15, 2006, NYSE Arca, Inc. (the ``Exchange''), through its
wholly owned subsidiary NYSE Arca Equities, Inc. (``NYSE Arca
Equities'' or the ``Corporation''), filed with the Securities and
Exchange Commission (``Commission'') the proposed rule change as
described in Items I and II below, which Items have been prepared by
the Exchange. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons and is
approving the proposal on an accelerated basis.
---------------------------------------------------------------------------

    \1\15 U.S.C. 78s(b)(1).
    \2\17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    Pursuant to NYSE Arca Equities Rule 5.2(j)(3), the Exchange
proposes to trade, pursuant to unlisted trading privileges (``UTP''),
shares (``Shares'') of the following thirty-four (34) exchange traded
funds (``ETFs''), which are Investment Company Units under the Rule:
(1) WisdomTree Europe Total Dividend Fund; (2) WisdomTree Europe High-
Yielding Equity Fund; (3) WisdomTree Japan Total Dividend Fund; (4)
WisdomTree Japan High-Yielding Equity Fund; (5) WisdomTree DIEFA Fund;
(6) WisdomTree DIEFA High Yielding Equity Fund; (7) WisdomTree Pacific
ex-Japan Total Dividend Fund; (8) WisdomTree Pacific ex-Japan High-
Yielding Equity Fund; (9) WisdomTree International LargeCap Dividend
Fund; (10) WisdomTree International MidCap Dividend Fund; (11)
WisdomTree International SmallCap Dividend Fund; (12) WisdomTree
International Dividend Top 100 Fund; (13) WisdomTree Europe Dividend
Top 100 Fund; (14) WisdomTree Europe SmallCap Dividend Fund; (15)
WisdomTree Japan SmallCap Dividend Fund; (16) WisdomTree International
Consumer Non-Cyclical Sector Fund; (17) WisdomTree International Basic
Materials Sector Fund; (18) WisdomTree International Communications
Sector Fund; (19) WisdomTree International Consumer Cyclical Sector
Fund; (20) WisdomTree International Energy Sector Fund; (21) WisdomTree
International Financial Sector Fund; (22) WisdomTree International
Healthcare Sector Fund; (23) WisdomTree International Industrial Sector
Fund; (24) WisdomTree International Technology Sector Fund; (25)
WisdomTree International Utilities Sector Fund; (26) WisdomTree
Emerging Markets Total Dividend Fund; (27) WisdomTree Emerging Markets
High-Yielding Equity Fund; (28) WisdomTree Emerging Markets Dividend
Top 100 Fund; (29) WisdomTree Latin America Dividend Fund; (30)
WisdomTree Asia Emerging Markets Total Dividend Fund; (31) WisdomTree
Asia Emerging Markets High-Yielding Equity Fund; (32) WisdomTree China
Dividend Fund; (33) WisdomTree Hong Kong Dividend Fund; and (34)
WisdomTree Singapore Dividend Fund (collectively, the ``Funds'').\3\
---------------------------------------------------------------------------

    \3\ ``WisdomTree,'' ``High-Yielding Equity,'' ``Dividend Top
100,'' ``WisdomTree DIEFA,'' ``International Dividend Top 100,'' and
``Dividend Stream'' are servicemarks of WisdomTree Investments, Inc.
---------------------------------------------------------------------------

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 Exchange included statements
concerning the purpose of, and basis for, the proposed rule change. The
text of these statements may be examined at the places specified in
Item III below, and is set forth in Sections A, B, and C below.

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

1. Purpose
    Pursuant to NYSE Arca Equities Rule 5.2(j)(3), the Exchange
proposes to trade, pursuant to UTP, Shares of the Funds. The Funds are
separate investment portfolios of the WisdomTree Trust (the
``Trust'').\4\ A rule proposal for the original listing and trading of
the Shares was filed with the Commission by the New York Stock
Exchange, LLC (``NYSE'') \5\ and was approved on June 15, 2006.\6\ The
Shares are Investment Company Units under NYSE Arca Equities Rule
5.2(j)(3).
---------------------------------------------------------------------------

    \4\ The Trust will be registered under the Investment Company
Act of 1940 (15 U.S.C. 80a), (the ``Investment Company Act''). The
Trust filed with the Commission a Registration Statement for certain
Funds (specifically, numbers 1 to 15 of the Funds specified above)
on Form N-1A under the Securities Act of 1933 (15 U.S.C. 77a), and
under the Investment Company Act relating to the Funds (File Nos.
333-132380 and 811-21864) on March 13, 2006, and filed an amendment
thereto on June 5, 2006, (``Registration Statement''). In the June
5, 2006, amendment to the Registration Statement, the Trust changed
the names of the WisdomTree DIPR Fund and WisdomTree DIPR High-
Yielding Equity Fund to the WisdomTree Pacific ex-Japan Total
Dividend Fund and WisdomTree Pacific ex-Japan High-Yielding Equity
Fund, respectively. In contrast to the Funds, which each invest in
dividend-paying non-U.S. equity securities, the Trust also consists
of six funds that invest in indexes comprised of dividend-paying
U.S. equity securities, as described in the Registration Statement,
that are not included in this rule proposal.
    On April 19, 2006, the Trust filed with the Commission an
Application for Orders under Sections 6(c) and 17(b) of the
Investment Company Act for the purpose of exempting all of the Funds
from various provisions of the Investment Company Act and the rules
thereunder (``Application'').
    \5\See File No. SR-NYSE-2006-41. (``NYSE Proposal'').
    \6\See Securities Exchange Act Release No. 53998 (File No. SR-
NYSE-2006-41) (``NYSE Order'').
---------------------------------------------------------------------------

    The Funds will hold certain securities (``Component Securities'')
selected to correspond generally to the performance of the following
indexes, respectively (the ``Indexes,'' ``Underlying Indexes'' or
``International Indexes''): (1) WisdomTree Europe Dividend Index; (2)
WisdomTree Europe High-Yielding Equity Index; (3) WisdomTree Japan
Dividend Index; (4) WisdomTree Japan High-Yielding Equity Index; (5)
WisdomTree Dividend Index of Europe, Far East Asia and Australasia
(referred to as the ``WisdomTree DIEFA Index''); (6) WisdomTree DIEFA
High-Yielding Equity Index; (7) WisdomTree Dividend Index of the
Pacific Region (referred to as the ``WisdomTree Pacific ex-Japan
Index''); (8) WisdomTree Pacific ex-Japan High-Yielding Equity Index;
(9) WisdomTree International LargeCap

Dividend Index; (10) WisdomTree International MidCap Dividend Index;
(11) WisdomTree International SmallCap Dividend Index; (12) WisdomTree
International Dividend Top 100 Index; (13) WisdomTree Europe Dividend
Top 100 Index; (14) WisdomTree Europe SmallCap Dividend Index; (15)
WisdomTree Japan SmallCap Dividend Index; (16) WisdomTree International
Consumer Non-Cyclical Sector Index; (17) WisdomTree International Basic
Materials Sector Index; (18) WisdomTree International Communications
Sector Index; (19) WisdomTree International Consumer Cyclical Sector
Index; (20) WisdomTree International Energy Sector Index; (21)
WisdomTree International Financial Sector Index; (22) WisdomTree
International Healthcare Sector Index; (23) WisdomTree International
Industrial Sector Index; (24) WisdomTree International Technology
Sector Index; (25) WisdomTree International Utilities Sector Index;
(26) WisdomTree Emerging Markets Dividend Index (``EMDI''); (27)
WisdomTree Emerging Markets High-Yielding Equity Index (``EMDI HYE'');
(28) WisdomTree Emerging Markets Dividend Top 100 Index (``EMDI Top
100''); (29) WisdomTree Latin America Dividend Index (``LDI''); (30)
WisdomTree Asia Emerging Markets Dividend Index (``AEMDI''); (31)
WisdomTree Asia Emerging Markets High-Yielding Equity Index (``AEMDI
HYE''); (32) WisdomTree China Dividend Index; (33) WisdomTree Hong Kong
Dividend Index and (34) WisdomTree Singapore Dividend Index.
    The investment objective of each Fund will be to provide investment
returns that closely correspond to the price, dividend, and yield
performance of its Underlying Index. In seeking to achieve the
respective investment objective of each Fund, BNY Investment Advisors
(the ``Subadvisor'') may utilize a ``replication'' strategy, or a
``representative sampling'' strategy with respect to its Underlying
Index. The Trust expects that a Fund using a replication strategy will
invest in substantially all of the component securities in its
portfolio in the same approximate proportions as in its Index. A Fund
utilizing a representative sampling strategy generally will invest in a
significant number of the component securities of its Underlying Index,
but it may not invest in all of the component securities of its
Underlying Index. Each Fund's investment objectives, policies and
investment strategies are fully disclosed in its relevant prospectus
and statement of additional information (``SAI'').
The Shares
    A description of the operation of the Funds, the Indexes, and the
Shares is set forth in the NYSE Proposal. To summarize, the Trust will
issue, with respect to each Fund on a continuous offering basis, only
specified large aggregations of Shares (each such aggregation a
``Creation Unit'') currently expected to range from 25,000 to 200,000
Shares, as will be clearly stated in such Fund's Prospectus.
    The Funds will offer and sell Creation Units of Shares through ALPS
Distributors, Inc. (the ``Distributor'') on a continuous basis, by or
through participants that have entered into participant agreements
(each, an ``Authorized Participant'') \7\ with the Distributor. The
Funds will offer and sell Creation Units of Shares at the NAV per share
next determined after receipt of an order in proper form. The NAV of
the Shares will be determined as of the close of regular trading on the
NYSE (the ``NAV Calculation Time,'' currently expected to be 4 p.m.
Eastern Time (``ET'')) on each business day.\8\
---------------------------------------------------------------------------

    \7\ Authorized Participants are Depository Trust Company
(``DTC'') participants that must be registered as broker-dealers
under the Exchange Act (unless offering or selling shares outside
the U.S. and not otherwise required to be registered).
    \8\ A ``business day'' with respect to each Fund is any day on
which the NYSE is open for business.
---------------------------------------------------------------------------

    Purchases and redemptions of Creation Units will be made generally
by means of an in-kind tender of specified securities (``Deposit
Securities''), with any cash portion of the purchase price (``Cash
Requirement'') and redemption proceeds to be kept to a minimum, as
described in the Registration Statement. The Deposit Securities and the
Cash Requirement collectively are referred to as the ``Creation
Deposit.'' The Cash Requirement is a cash payment designed to ensure
that the NAV of a Creation Deposit is identical to the NAV of the
Creation Unit it is used to purchase. The Cash Requirement will be the
amount equal to the difference between the NAV of a Creation Unit and
the market value of the Deposit Securities. Authorized Participants
that wish to purchase a Creation Unit must transfer the Creation
Deposit to the accounts maintained at the applicable sub-custodians.
Creation Units are then separable upon issuance into the Shares that
will be traded on the NYSE Arca Marketplace on a UTP basis.\9\
---------------------------------------------------------------------------

    \9\ Shares are separate and distinct from the underlying
securities comprising the portfolio of a Fund. The Exchange expects
that the number of outstanding Shares will increase and decrease as
a result of in-kind deposits and withdrawals of the underlying
securities.
---------------------------------------------------------------------------

    The Shares will not be individually redeemable but will only be
redeemable in Creation Units. To redeem, an Authorized Participant must
accumulate enough Shares to constitute a Creation Unit. Redemption
requests must be placed by or through an Authorized Participant.
Redemption requests in good order will receive the NAV next determined
after the request is received. Procedures for redemptions are analogous
(in reverse) to those for purchase of Creation Units, except that
redemption requests are made directly to the Fund and are not made
through the Distributor.
    More information regarding the creation and redemption process is
provided in the Funds' Registration Statement, SAI, and the NYSE
Proposal.
Availability of Information Regarding Shares and the Underlying Indexes
    In addition to the list of names and amount of each security
constituting the current Deposit Securities, on each business day, the
Cash Requirement effective as of the previous business day, per
outstanding share of each Fund, will be made available. Every 15
seconds during the NYSE's regular trading hours (normally 9:30 a.m. to
4:15 p.m., ET), there will be disseminated though a major market vendor
or on the Consolidated Tape an amount per share representing the sum of
the estimated Cash Requirement effective through and including the
previous business day, plus the current value of the Deposit
Securities, on a per-Share basis. This amount represents the estimated
NAV of a Share (sometimes referred to as the Indicative Optimized
Portfolio Value (``IOPV''), and reflects changes in the currency rates
between the U.S. dollar and the applicable home foreign currency. The
IOPV for the Funds will be calculated by the Calculation Agent
(Bloomberg L.P.).
    While the IOPV is expected to be generally very close to the most
recently calculated Fund NAV on a per-Fund-share basis, it is possible
that the value of the portfolio of securities held by each Fund may
diverge from the Deposit Securities values during the trading day. In
such case, the IOPV will not precisely reflect the value of each Fund's
portfolio. However, during the trading day, the IOPV can be expected to
closely approximate the value per Fund share of the portfolio of
securities for each Fund, except under unusual circumstances (e.g., in
the case of extensive rebalancing of multiple securities in a

Fund at the same time by WisdomTree Asset Management, Inc. (the
``Advisor'')).
    According to the NYSE Proposal, where there is an overlap in
trading hours between the foreign and U.S. markets with respect to the
Funds, the Calculation Agent will update the applicable IOPV at least
every 15 seconds from 9:30 a.m. to 4:15 p.m. ET to reflect price
changes in the applicable foreign market or markets and convert such
prices into U.S. dollars, based on the applicable currency exchange
rate. At times when the foreign market or markets are closed during the
hours of 9:30 a.m. to 4:15 p.m. ET, the IOPV will be updated at least
every 15 seconds during these hours to reflect changes in currency
exchange rates after the foreign markets close. Where there is no
overlap in trading hours between the foreign and U.S. markets, then the
IOPV will be updated at least every 15 seconds from 9:30 a.m. to 4:15
p.m. ET to reflect changes in currency exchange rates after the foreign
markets close.
    In addition, the following information will be disseminated: (i)
Continuously from 9:30 a.m. to 4:15 p.m. ET, last sale prices of Shares
over the Consolidated Tape, and (ii) at least every 15 seconds
throughout such hours, the IOPV. Comparing these two figures allows an
investor to determine whether, and to what extent, Shares are selling
at a premium or a discount to the NAV. The intra-day value of each
Index, based on the market price of its component securities, will be
updated and disseminated every 15 seconds over the Consolidated Tape or
through organizations authorized by the Calculation Agent each business
day.\10\
---------------------------------------------------------------------------

    \10\ All Index values will be disseminated only from 9:30 a.m.
to 4:15 p.m. ET. As with international indexes underlying existing
ETFs, the value of each Index will be updated and disseminated every
15 seconds during these hours each business day to reflect (i)
changing market prices if there is any overlap between the normal
market hours in the U.S. and the market(s) covered by such Index
(otherwise closing or last-sale prices in the applicable non-U.S.
market are used), and (ii) changing currency exchange rates. Index
values will not be disseminated from 4:15 p.m. to 8 p.m. ET because
the all relevant international markets are closed during this time.
Telephone conversation between David Strandberg, Director, Issuer
Services, NYSE Arca, Inc. and Ronesha Butler, Special Counsel,
Division of Market Regulation (``Divison''), Commission, on June 15,
2006.
---------------------------------------------------------------------------

    Information on the Indexes will be available on the Funds' Web site
(http://www.wisdomtree.com), as will a description of the rules-based

methodology. Each business day, the Web site will publish free of
charge (or provide a link to another Web site that will publish free of
charge) the securities in each Fund's portfolio and their respective
weightings, each Fund's per share NAV and last-traded price and
midpoint of the bid/ask spread as of the NAV calculation time, all as
of the prior business day. The components and weightings of the
Indexes, as well as each Fund's portfolio, will also be available
through unaffiliated third-party major market data vendors, such as
Bloomberg L.P.
    All the securities included in the International Indexes will be
listed on major stock exchanges in their respective countries. A Web
address exists for every international exchange where the international
component securities trade and ``quotations'' (which may be
disseminated on a delayed basis or may not be updated during NYSE
trading hours) can be accessed for each of such securities through such
Web address. In addition, U.S. retail investors with access to the
Internet can access ``quotations'' with respect to these foreign
securities through Yahoo Finance! (http://finance.yahoo.com), as well

as other financial Web sites. Investors with access to a Bloomberg
machine can directly access ``quotations'' and fundamental data on
these foreign securities. In addition, according to the NYSE Proposal,
issuers of all component securities of any International Index file
disclosure documents, such as prospectuses, with their respective
regulators.
    The Funds' Web site will be publicly accessible and free of charge
to all investors and will provide a link to the Web address for every
exchange on which the securities of each Index are listed. The
Exchange's Web site will include a hyperlink to the Funds' Web site.
    According to the NYSE Proposal, the Calculation Agent will
disseminate Index information through the Bloomberg Professional
Service, which is available to subscribers. Index values on a total
return basis will be disseminated on an end-of-day basis through the
Bloomberg Professional Service. Price index values will be calculated
by the Calculation Agent and disseminated every 15 seconds from 9:30
a.m. to 4:15 p.m. ET to the Securities Industry Automation Corporation
(``SIAC'') so that such Index values can print to the Consolidated
Tape. A ``total return Index value'' reflects price appreciation (or
depreciation) of the underlying securities, plus reinvestment of
dividends. A ``price Index value'' reflects only price appreciation (or
depreciation) of the underlying securities.
    According to the NYSE Proposal, the Calculation Agent will
disseminate over the Consolidated Tape values for each Underlying Index
once each trading day, based on closing prices of the securities in
each such Index. Each Fund will make available on a daily basis through
National Securities Clearing Corporation (the ``NSCC'') the names and
required number of Shares of each of the Deposit Securities in a
Creation Unit, as well as information regarding the Cash Requirement.
The NAV for each Fund will be calculated and disseminated daily. The
Funds' Web site, accessible to all investors at no charge, will publish
the current version of the Prospectus and SAI, the Underlying Index for
each Fund, as well as additional quantitative information that is
updated on a daily basis, including daily trading volume, closing price
and closing NAV for each Fund. The NYSE will disseminate a variety of
data with respect to each Fund on a daily basis. Information with
respect to recent NAV, net accumulated dividend, final dividend amount
to be paid, Shares outstanding, estimated cash amount, and total cash
amount per Creation Unit will be made available each day, prior to 9:30
a.m. ET.
    The closing prices of the Funds' Deposit Securities are readily
available from, as applicable, the relevant markets, automated
quotation systems, published or other public sources or on-line
information services, such as Bloomberg or Reuters.
UTP Trading Criteria
    The Exchange represents that it will cease trading the Shares of a
Fund during the listing market's trading hours if: (a) The listing
market stops trading the Shares because of a regulatory halt similar to
a halt based on NYSE Arca Equities Rule 7.12 and/or a halt because the
IOPV and/or the Index value of a Fund is no longer calculated or
disseminated; or (b) the listing market delists the Shares; or (c) the
NAV per share is not disseminated to all market participants.\11\
Additionally, the Exchange may cease trading the Shares of a Fund if
such other event shall occur or condition exists which in the opinion
of the Exchange makes further dealings on the Exchange inadvisable.
---------------------------------------------------------------------------

    \11\ Telephone conversation between Glenn H. Gsell, Director,
Regulation, NYSE Arca, Inc. and Ronesha Butler, Special Counsel, and
Angela Muehr, Attorney, Division, Commission, on June 15, 2006.
---------------------------------------------------------------------------

Trading Rules
    The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's

existing rules governing the trading of equity securities. Shares will
trade on the NYSE Arca Marketplace from 9:30 a.m. ET until 8 p.m. ET.
The Exchange has appropriate rules to facilitate transactions in the
Shares during all trading sessions. The minimum trading increment for
Shares on the Exchange will be $0.01.
    With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares of a Fund. Trading may be halted because of
market conditions or for reasons that, in the view of the Exchange,
make trading in the Shares inadvisable. These may include: (1) The
extent to which trading is not occurring in the securities comprising
an Underlying Index of a Fund, or (2) whether other unusual conditions
or circumstances detrimental to the maintenance of a fair and orderly
market are present. In addition, trading in the Shares will be subject
to trading halts caused by extraordinary market volatility pursuant to
the Exchange's ``circuit breaker'' rule \12\ or by the halt or
suspension of trading of the underlying securities. See ``UTP Trading
Criteria'' above for specific instances when the Exchange will cease
trading the Shares.
---------------------------------------------------------------------------

    \12\ See NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

    Shares will be deemed ``Eligible Listed Securities,'' as defined in
NYSE Arca Equities Rule 7.55, for purposes of the Intermarket Trading
System (``ITS'') Plan and therefore will be subject to the trade
through provisions of NYSE Arca Equities Rule 7.56, which require that
ETP Holders avoid initiating trade-throughs for ITS securities.
    Unless exemptive or no-action relief is available, the Shares will
be subject to the short sale rule, Rule 10a-1 and Regulation SHO under
the Act. If exemptive or no-action relief is provided, the Exchange
will issue a notice detailing the terms of the exemption or relief.
Surveillance
    The Exchange intends to utilize its existing surveillance
procedures applicable to derivative products to monitor trading in the
Shares. The Exchange represents that these procedures are adequate to
monitor Exchange trading of the Shares in all trading sessions.
    The Exchange's current trading surveillance focuses 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
Shares and the securities comprising the Underlying Indexes through ETP
Holders in connection with such ETP Holders' proprietary or customer
trades. In addition, the Exchange may obtain trading information via
the Intermarket Surveillance Group (``ISG'') from other exchanges who
are members or affiliates of the ISG.
    In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its
ETP Holders in an Information Bulletin of the special characteristics
and risks associated with trading the Shares. Specifically, the
Information Bulletin will discuss the following: (1) The procedures for
purchases and redemptions of Shares in Creation Unit Aggregations (and
that Shares are not individually redeemable); (2) Funds' calculation of
NAV; (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 Shares; \13\ (4) how information
regarding the IOPV is disseminated; (5) the requirement that ETP
Holders deliver a prospectus to investors purchasing newly issued
Shares prior to or concurrently with the confirmation of a transaction;
and (6) trading information.
---------------------------------------------------------------------------

    \13\ The Exchange has proposed to amend NYSE Arca Equities Rule
9.2(a) (``Diligence as to Accounts'') to provide that ETP Holders,
before recommending a transaction, must have reasonable grounds to
believe that the recommendation is suitable for the customer based
on any facts disclosed by the customer as to his other security
holdings and as to his financial situation and needs. Further, the
proposed rule amendment provides that ETP Holders should make
reasonable efforts to obtain the customer's financial status, tax
status, investment objectives and any other information that they
believe would be useful to make a recommendation. See Amendment No.
2 to SR-PCX-2005-115 (May 5, 2006).
---------------------------------------------------------------------------

    The Information Bulletin will advise ETP Holders, prior to the
commencement of trading, of the prospectus delivery requirements
applicable to the Funds.\14\ The Information Bulletin will also discuss
any relief, if granted by the Commission or the staff, from any rules
under the Securities Exchange Act of 1934.\15\
---------------------------------------------------------------------------

    \14\ The Application included a request that the exemptive order
also grant relief from Section 24(d) of the 1940 Act, which would
permit dealers to sell Shares in the secondary market unaccompanied
by a statutory prospectus when prospectus delivery is not required
by the Securities Act of 1933. Any Product Description used in
reliance on Section 24(d) exemptive relief will comply with all
representations and conditions set forth in the order.
    \15\ 15 U.S.C. 78a.
---------------------------------------------------------------------------

    In addition, the Information Bulletin will reference that the Trust
is subject to various fees and expenses described in the Registration
Statement. The Information Bulletin will also disclose that the NAV for
the Shares will be calculated shortly after 4 p.m. ET each trading day.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act \16\ in general and furthers the
objectives of Section 6(b)(5),\17\ in particular, in that it is
designed to promote just and equitable principles of trade, to foster
cooperation and coordination with persons engaged in facilitating
transaction in securities, to remove impediments and perfect the
mechanisms of a free and open market, and, in general, to protect
investors and the public interest.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78s(b).
    \17\ 15 U.S.C. 78s(b)(5).
---------------------------------------------------------------------------

    In addition, the Exchange believes that the proposal is consistent
with Rule 12f-5 under the Act \18\ because it deems the Shares to be
equity securities, thus rendering the Shares subject to the Exchange's
existing rules governing the trading of equity securities.
---------------------------------------------------------------------------

    \18\ 17 CFR 240.12f-5.
---------------------------------------------------------------------------

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

    The Exchange has neither solicited nor received written comments on
the proposed rule change.

III. Solicitation of Comments

    Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml.
); or     Send an e-mail to<EMAIL_ADDRESS>Please include

File

Number SR-NYSEArca-2006-30 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, Station Place, 100 F
Street, NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2006-30. This
file number should be included on the subject line if e-mail is used.
To help the Commission process and review your comments more
efficiently, please use only one method. The Commission will post all
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
). Copies of the submission, all subsequent amendments,

all written statements with respect to the proposed rule change that
are filed with the Commission, and all written communications relating
to the proposed rule change between the Commission and any person,
other than those that may be withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will be available for inspection
and copying in the Commission's Public Reference Room. Copies of such
filing also will be available for inspection and copying at the
principal office of the Exchange. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-NYSEArca-2006-30 and should be submitted on or before
July 13, 2006.

IV. Commission's Findings and Order Granting Accelerated Approval of
Proposed Rule Change

    The Commission finds that the proposed rule change is consistent
with the requirements of the Act and the rules and regulations
thereunder applicable to a national securities exchange.\19\ In
particular, the Commission finds that the proposed rule change is
consistent with Section 6(b)(5) of the Act,\20\ which requires that an
exchange have rules designed, among other things, 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.
---------------------------------------------------------------------------

    \19\ In approving this rule change, the Commission notes that it
has considered the proposed rule's impact on efficiency,
competition, and capital formation. See 15 U.S.C. 78c(f).
    \20\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    In addition, the Commission finds that the proposal is consistent
with Section 12(f) of the Act,\21\ which permits an exchange to trade,
pursuant to UTP, a security that is listed and registered on another
exchange.\22\ The Commission notes that it previously approved the
listing and trading of the Shares on the NYSE.\23\ The Commission also
finds that the proposal is consistent with Rule 12f-5 under the
Act,\24\ which provides that an exchange shall not extend UTP to a
security unless the exchange has in effect a rule or rules providing
for transactions in the class or type of security to which the exchange
extends UTP. NYSEArca rules deem the Shares to be equity securities,
thus trading in the Shares will be subject to the Exchange's existing
rules governing the trading of equity securities.
---------------------------------------------------------------------------

    \21\ 15 U.S.C. 78l(f).
    \22\ Section 12(a) of the Act, 15 U.S.C. 78l(a), generally
prohibits a broker-dealer from trading a security on a national
securities exchange unless the security is registered on that
exchange pursuant to Section 12 of the Act. Section 12(f) of the Act
excludes from this restriction trading in any security to which an
exchange ``extends UTP.'' When an exchange extends UTP to a
security, it allows its members to trade the security as if it were
listed and registered on the exchange even though it is not so
listed and registered.
    \23\ See NYSE Order, supra note 6.
    \24\ 17 CFR 240.12f-5.
---------------------------------------------------------------------------

    The Commission further believes that the proposal is consistent
with Section 11A(a)(1)(C)(iii) of the Act,\25\ which sets forth
Congress's finding that it is in the public interest and appropriate
for the protection of investors and the maintenance of fair and orderly
markets to assure the availability to brokers, dealers, and investors
of information with respect to quotations for and transactions in
securities.
---------------------------------------------------------------------------

    \25\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
---------------------------------------------------------------------------

    In support of the portion of the proposed rule change regarding UTP
of the Shares, the Exchange has made the following representations:
    1. The Exchange has appropriate rules to facilitate transactions in
this type of security in all trading sessions.
    2. The Exchange's surveillance procedures are adequate to properly
monitor the trading of the Shares on the Exchange.
    3. The Exchange will distribute an Information Bulletin to its
members prior to the commencement of trading of the Shares on the
Exchange that explains the special characteristics and risks of trading
the Shares.
    4. The Exchange will require a member with a customer who purchases
newly issued Shares on the Exchange to provide that customer with a
product prospectus and will note this prospectus delivery requirement
in the Information Bulletin.
    5. The Exchange will cease trading in the Shares if (i) the listing
market stops trading the Shares because of a regulatory halt similar to
a halt based on NYSE Arca Equities Rule 7.12 and/or a halt because the
IOPV and/or the Index value of a Fund is no longer calculated or
disseminated, or (ii) the listing market delists the Shares, or (iii)
the NAV per share is not disseminated to all market participants.
Additionally, the Exchange may cease trading the Shares if such other
event shall occur or condition exists which in the opinion of the
Exchange makes further dealings on the Exchange inadvisable.
    This approval order is conditioned on the Exchange's adherence to
these representations.
    The Commission finds good cause for approving this proposed rule
change before the thirtieth day after the publication of notice thereof
in the Federal Register. As noted previously, the Commission previously
found that the listing and trading of these Shares on the NYSE is
consistent with the Act.\26\ The Commission presently is not aware of
any issue that would cause it to revisit that earlier finding or
preclude the trading of these funds on the Exchange pursuant to UTP.
Therefore, accelerating approval of this proposed rule change should
benefit investors by creating, without undue delay, additional
competition in the market for these Shares.
---------------------------------------------------------------------------

    \26\ See NYSE Order, supra note 6.
---------------------------------------------------------------------------

V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the Act,
that the proposed rule change (SR-NYSEArca-2006-30), is hereby approved
on an accelerated basis.\27\
---------------------------------------------------------------------------

    \27\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\28\
---------------------------------------------------------------------------

    \28\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Nancy M. Morris,
Secretary.
[FR Doc. E6-9831 Filed 6-21-06; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register Volume 78, Number 134 (Friday, July 12, 2013)]
[Rules and Regulations]
[Pages 41850-41851]
[FR Doc No: 2013-16654]

-----------------------------------------------------------------------

ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R04-OAR-2007-0602; FRL-9831-6]

Approval and Promulgation of Implementation Plans for North
Carolina: Partial Withdrawal

AGENCY: Environmental Protection Agency (EPA).

ACTION: Final rule; partial withdrawal.

-----------------------------------------------------------------------

SUMMARY: Due to comments received, EPA is publishing a partial
withdrawal of the direct final approval of revisions to the North
Carolina State Implementation Plan (SIP). EPA stated in the direct
final rule that if EPA received adverse comments by June 17, 2013, the
rule would be withdrawn and not take effect.

DATES: This partial withdrawal is effective July 12, 2013.

FOR FURTHER INFORMATION CONTACT: Sara Waterson, Air Planning Branch,
U.S. Environmental Protection Agency Region 4, 61 Forsyth Street SW.,
Atlanta, Georgia 30303-8960. Phone number:<PHONE_NUMBER>; Email:
<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: On May 16, 2013 (78 FR 28747), EPA published
a direct final rulemaking to approve a portion of North Carolina's
February 3, 2010, SIP submission that updates the North Carolina SIP to
incorporate EPA's current national ambient air quality standards
(NAAQS) for ozone, lead, and particulate matter (PM). The SIP
submission contains amendments to North Carolina Rules 15A NCAC 02D
.0405, .0408, .0409, and .0410 reflecting EPA's current NAAQS for the
aforementioned criteria pollutants. On May 16, 2013, EPA also published
an accompanying proposed rulemaking to approve the SIP revision in the
event that EPA received adverse comments on the direct final
rulemaking. See 78 FR 28775.
    In the direct final rulemaking, EPA explained that the Agency was
publishing the rule without prior proposal because the Agency viewed
the submittal as a non-controversial SIP amendment and anticipated no
adverse comments. Further, EPA explained that the Agency was publishing
a separate document in the proposed rules section of the Federal
Register to serve as the proposal to approve the SIP revision should an
adverse comment be filed. EPA also noted that the rules would be
effective on July 15, 2013, without further notice unless the Agency
received adverse comment by June 17, 2013. EPA explained that if the
Agency received such comments, then EPA would publish a document
withdrawing the final rule and informing the public that the rule would
not take effect. It was also explained that all public comments
received would then be addressed in a subsequent final rule based on
the proposed rule, and that EPA would not institute a second comment
period on these actions. The public was advised that if no comments
were received that the rules would be effective on July 15, 2013, with
no further actions on the proposed rule.
    On May 23, 2013, EPA received a comment from a single commenter
that could be viewed as adverse with regard to the approval action that
EPA contemplated for the PM portion of the North Carolina SIP revision.
In summary, the commenter noted that the portion of North Carolina's
SIP revision related to the PM2.5 NAAQS that was addressed
in EPA's May 16, 2013, rulemaking actions did not reflect EPA's
December 2012 revision to this standard. The commenter recommended that
EPA approve the SIP as submitted and encourage North Carolina to update
its SIP to reflect the December 2012 update within a reasonable amount
of time. The commenter expressed support for EPA's approval of the
portions of the SIP revision that incorporated updates to the other
NAAQS subject to the May 16, 2013, rulemakings.
    As result of this comment, EPA is withdrawing the direct final
action related solely to the PM portion of the North Carolina SIP
revision. Specifically, through today's action, EPA is withdrawing the
May 16, 2013, direct final approval of North Carolina's SIP submission
to update the PM NAAQS via incorporation of amended North Carolina
Rules 15A NCAC 02D .0410 ``PM2.5 Particulate Matter'' and
15A NCAC 02D .0409 ``PM10 Particulate Matter'' into the SIP.
    As indicated in the direct final rulemaking, EPA's May 16, 2013,
proposed rulemaking approving North Carolina's SIP revision related to
the PM NAAQS is still in effect. The Agency is not opening an
additional comment period and will only consider the comments received
prior to June 17, 2013, the close of the public comment period. If EPA
determines that it is appropriate to finalize the proposed approval of
the North Carolina SIP revision related to the PM NAAQS, EPA will
publish a final rule which will include a response to the comment
received. In the event that EPA determines that it is not appropriate
to finalize the proposed approval related to the PM NAAQS, EPA may
issue a subsequent proposal with a different course of action.
    Today's withdrawal action does not affect EPA's May 16, 2013,
direct final action on North Carolina's SIP revision related to the
ozone and lead NAAQS.

The SIP revision updating the ozone and lead NAAQS are approved and
updated North Carolina Rules 15A NCAC 02D .0405 and .0408 are
incorporated into the SIP as of the effective date of the May 16, 2013,
direct final action (July 15, 2013).

List of Subjects in 40 CFR Part 52

    Environmental protection, Air pollution control, Incorporation by
reference, Intergovernmental relations, Particulate matter, Reporting
and recordkeeping requirements.

    Dated: June 28, 2013.
Beverly H. Banister,
Acting Regional Administrator, Region 4.

Sec.  52.1770  [Amended]

    For the reasons set forth in the preamble, EPA withdraws the
revision of the entries for .0409 and .0410 in Table 1 of Sec.
52.1770(c) published at 78 FR 28747 (May 16, 2013).

[FR Doc. 2013-16654 Filed 7-11-13; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 87, Number 142 (Tuesday, July 26, 2022)]
[Notices]
[Pages 44377-44378]
[FR Doc No: 2022-16006]

-----------------------------------------------------------------------

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. ER22-2425-000]

SR Clay, LLC; Supplemental Notice That Initial Market-Based Rate
Filing Includes Request for Blanket Section 204 Authorization

    This is a supplemental notice in the above-referenced proceeding of
SR Clay, LLC's application for market-based rate authority, with an
accompanying rate tariff, noting that such application includes a
request for blanket authorization, under 18 CFR part 34, of future
issuances of securities and assumptions of liability.
    Any person desiring to intervene or to protest should file with the
Federal Energy Regulatory Commission, 888 First Street NE, Washington,
DC 20426, in accordance with Rules 211 and 214 of the Commission's
Rules of Practice and Procedure (18 CFR 385.211 and 385.214). Anyone
filing a motion to intervene or protest must serve a copy of that
document on the Applicant.
    Notice is hereby given that the deadline for filing protests with
regard to the applicant's request for blanket authorization, under 18
CFR part 34, of future issuances of securities and assumptions of
liability, is August 9, 2022.

    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://www.ferc.gov. To facilitate electronic service, persons with internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically may mail similar pleadings to
the Federal Energy Regulatory Commission, 888 First Street NE,
Washington, DC 20426. Hand delivered submissions in docketed
proceedings should be delivered to Health and Human Services, 12225
Wilkins Avenue, Rockville, Maryland 20852.
    In addition to publishing the full text of this document in the
Federal Register, the Commission provides all interested persons an
opportunity to view and/or print the contents of this document via the
internet through the Commission's Home Page (http://www.ferc.gov) using
the ``eLibrary'' link. Enter the docket number excluding the last three
digits in the docket number field to access the document. At this time,
the Commission has suspended access to the Commission's Public
Reference Room, due to the proclamation declaring a National Emergency
concerning the Novel Coronavirus Disease (COVID-19), issued by the
President on March 13, 2020. For assistance, contact the Federal Energy
Regulatory Commission at [email protected] or call toll-free,
(886) 208-3676 or TYY,<PHONE_NUMBER>.

    Dated: July 20, 2022.
Debbie-Anne A. Reese,
Deputy Secretary.
[FR Doc. 2022-16006 Filed 7-25-22; 8:45 am]
BILLING CODE 6717-01-P