[Federal Register: January 25, 2007 (Volume 72, Number 16)]
[Notices]
[Page 3462-3466]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr25ja07-90]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-55125; File No. SR-NYSEArca-2006-87]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Order Granting Accelerated Approval of Proposed Rule Change as
Modified by Amendment No. 1 Thereto To Trade Shares of 81 Funds of the
ProShares Trust Pursuant to Unlisted Trading Privileges
January 18, 2007.
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 November 13, 2006, NYSE Arca, Inc. (``Exchange''), through its
wholly owned subsidiary NYSE Arca Equities, Inc. (``NYSE Arca
Equities''), filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been substantially prepared by the Exchange.
On January 11, 2007, the Exchange filed Amendment No. 1 to the proposed
rule change. This order provides notice of the proposed rule change, as
amended, and approves the proposal on an accelerated basis.
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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, through NYSE Arca Equities, proposes to trade
pursuant to unlisted trading privileges (``UTP'') shares (``Shares'')
of 81 funds (``Funds'') of the ProShares Trust (``Trust'') based on
numerous underlying securities indexes.
The text of the proposed rule change is available on the Exchange's
Web site at (http://www.nysearca.com), at the Exchange's Office of the
Secretary, and at the Commission.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange 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 these statements may be examined at the places specified in
Item III below. The Exchange has prepared summaries, set forth in
Sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to trade the Shares of the 81 Funds pursuant
to UTP under NYSE Arca Equities Rule 5.2(j)(3).\3\ The Commission has
approved the original listing and trading of the Shares on the American
Stock Exchange LLC (``Amex'').\4\
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\3\ Under NYSE Arca Equities Rule 5.2(j)(3) the Exchange may
propose to list and/or trade pursuant to UTP ``Investment Company
Units.''
\4\ See Securities Exchange Act Release No. 55117 (January 17,
2007) (SR-Amex-2006-101).
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The Funds are referred to as the Ultra Funds, Short Funds, and
UltraShort Funds, as described more fully below. Each Fund would
attempt, on a daily basis, to achieve its investment objective by
corresponding to a specified multiple of the performance, or the
inverse performance, of a particular equity securities index that
underlies that Fund (each an ``Underlying Index'').
Ultra Funds:
Certain Funds seek daily investment results, before fees and
expenses, that correspond to twice (200%) the daily performance of the
Underlying Indexes (``Ultra Funds'').\5\ If such Funds meet
[[Page 3463]]
their objective, the net asset value (the ``NAV'') \6\ of the Shares of
each Fund should increase (on a percentage basis) approximately twice
as much as the Fund's Underlying Index when the prices of the
securities in such Index increase on a given day, and should lose
approximately twice as much when such prices decline on a given day.
The Short Funds and UltraShort Funds (as described below) each have
investment objectives that seek investment results corresponding to an
inverse performance of the Underlying Indexes.
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\5\ The Commission has previously approved trading certain Ultra
Funds, Short Funds, and UltraShort Funds of the ProShares Trust on
the Exchange pursuant to UTP under NYSE Arca Equities Rule
5.2(j)(3). See Securities Exchange Act Release No. 54026 (June 21,
2006), 71 FR 36850 (June 28, 2006) (SR-PCX-2005-115).
\6\ NAV per Share of each Fund is computed by dividing the value
of the net assets of such Fund (i.e., the value of its total assets
less total liabilities) by its total number of Shares outstanding.
Expenses and fees are accrued daily and taken into account for
purposes of determining NAV.
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The Ultra Funds are (1) Ultra Russell 2000, (2) Ultra S&P SmallCap
600, (3) Ultra S&P500/Citigroup Value, (4) Ultra S&P500/Citigroup
Growth, (5) Ultra S&P MidCap 400/Citigroup Value, (6) Ultra S&P MidCap
400/Citigroup Growth, (7) Ultra S&P SmallCap 600/Citigroup Value, (8)
Ultra S&P SmallCap 600/Citigroup Growth, (9) Ultra Basic Materials,
(10) Ultra Consumer Goods, (11) Ultra Consumer Services, (12) Ultra
Financials, (13) Ultra Health Care, (14) Ultra Industrials, (15) Ultra
Oil & Gas, (16) Ultra Real Estate, (17) Ultra Semiconductors, (18)
Ultra Technology, (19) Ultra Utilities, (20) Ultra Russell Midcap
Index, (21) Ultra Russell Midcap Growth Index, (22) Ultra Russell
Midcap Value Index, (23) Ultra Russell 1000 Index, (24) Ultra Russell
1000 Growth Index, (25) Ultra Russell 1000 Value Index, (26) Ultra
Russell 2000 Growth Index, and (27) Ultra Russell 2000 Value Index.
Short Funds
The Exchange also proposes to trade Shares of certain Funds that
seek daily investment results, before fees and expenses, that
correspond to the inverse or opposite of the daily performance (-100%)
of the Underlying Indexes (``Short Funds''). If such a Fund is
successful in meeting its objective, the NAV of the corresponding
Shares should increase approximately as much (on a percentage basis) as
the respective Underlying Index loses when the prices of the securities
in the Index decline on a given day, or should decrease approximately
as much as the respective Index gains when prices in the Index rise on
a given day.
The Short Funds are (1) Short Russell 2000, (2) Short S&P SmallCap
600, (3) Short S&P500/Citigroup Value, (4) Short S&P500/Citigroup
Growth, (5) Short S&P MidCap 400/Citigroup Value, (6) Short S&P MidCap
400/Citigroup Growth, (7) Short S&P SmallCap 600/Citigroup Value, (8)
Short S&P SmallCap 600/Citigroup Growth, (9) Short Basic Materials,
(10) Short Consumer Goods, (11) Short Consumer Services, (12) Short
Financials, (13) Short Health Care, (14) Short Industrials, (15) Short
Oil & Gas, (16) Short Real Estate, (17) Short Semiconductors, (18)
Short Technology, (19) Short Utilities, (20) Short Russell Midcap
Index, (21) Short Russell Midcap Growth Index, (22) Short Russell
Midcap Value Index, (23) Short Russell 1000 Index, (24) Short Russell
1000 Growth Index, (25) Short Russell 1000 Value Index, (26) Short
Russell 2000 Growth Index, and (27) Short Russell 2000 Value Index.
Ultra-Short Funds
The Exchange also proposes to trade Shares of certain Funds that
seek daily investment results, before fees and expenses, that
correspond to twice the inverse (-200%) of the daily performance of the
Underlying Indexes (``UltraShort Funds''). If such a Fund is successful
in meeting its objective, the NAV of the corresponding Shares should
increase approximately twice as much (on a percentage basis) as the
respective Underlying Index loses when the prices of the securities in
the Index decline on a given day, or should decrease approximately
twice as much as the respective Underlying Index gains when such prices
rise on a given day.
The UltraShort Funds include (1) UltraShort Russell 2000, (2)
UltraShort S&P SmallCap 600, (3) UltraShort S&P500/Citigroup Value, (4)
UltraShort S&P500/Citigroup Growth, (5) UltraShort S&P MidCap 400/
Citigroup Value, (6) UltraShort S&P MidCap 400/Citigroup Growth, (7)
UltraShort S&P SmallCap 600/Citigroup Value, (8) UltraShort S&P
SmallCap 600/Citigroup Growth, (9) UltraShort Basic Materials, (10)
UltraShort Consumer Goods, (11) UltraShort Consumer Services, (12)
UltraShort Financials, (13) UltraShort Health Care, (14) UltraShort
Industrials, (15) UltraShort Oil & Gas, (16) UltraShort Real Estate,
(17) UltraShort Semiconductors, (18) UltraShort Technology, (19)
UltraShort Utilities, (20) UltraShort Russell Midcap Index, (21)
UltraShort Russell Midcap Growth Index, (22) UltraShort Russell Midcap
Value Index, (23) UltraShort Russell 1000 Index, (24) UltraShort
Russell 1000 Growth Index, (25) UltraShort Russell 1000 Value Index,
(26) UltraShort Russell 2000 Growth Index, and (27) UltraShort Russell
2000 Value Index.
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. Amex would
disseminate for each Fund on a daily basis by means of Consolidated
Tape Association (``CTA'') and CQ High Speed Lines information with
respect to an Indicative Intra-Day Value (``IIV'') (as defined and
discussed below), quotations for and last sale information concerning
the shares, recent NAV, shares outstanding, and estimated and total
cash amount per Creation Unit. Amex would make available on its Web
site daily trading volume, closing price, NAV and final dividend
amounts to be paid for each Fund. The NAV of each Fund is calculated
and determined each business day at the close of regular trading,
typically 4 p.m. Eastern Time (``ET''). The NAV would be calculated and
disseminated at the same time to all market participants.\7\
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\7\ Amex has represented that if the NAV is not disseminated to
all market participants at the same time, it would halt trading in
the shares of the Funds. If Amex halts trading for this reason, then
the Exchange would do so as well.
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The daily closing index value and the percentage change in the
daily closing index value for each Underlying Index would be publicly
available on various Web sites such as http://www.bloomberg.com. Data
regarding each Underlying Index is also available from the respective
index provider to subscribers. Several independent data vendors also
package and disseminate index data in various value-added formats
(including vendors displaying both securities and index levels and
vendors displaying index levels only).
The value of each Underlying Index would be updated intra-day on a
real-time basis as its individual component securities change in price,
and the intra-day values of each Underlying Index would be disseminated
at least every 15 seconds throughout Amex's trading day (i.e., the
Exchange's Core Trading Session) by Amex or another organization
authorized by the relevant Underlying Index provider.
To provide updated information relating to each Fund for use by
investors, professionals, and persons wishing to create or redeem
Shares, Amex would disseminate through the facilities of the CTA: (1)
Continuously throughout Amex's trading day (i.e., the Exchange's Core
Trading session), the market value of a Share; and (2) at least every
15 seconds throughout Amex's trading day (i.e., the Exchange's Core
Trading session), the IIV as calculated
[[Page 3464]]
by the Amex. Comparing these two figures helps an investor to determine
whether, and to what extent, the Shares may be selling at a premium or
a discount to NAV.
Shares would trade on the NYSE Arca Marketplace from 9:30 a.m. ET
until 8 p.m. ET, even if the IIV is not disseminated from 4:15 p.m. ET
to 8 p.m. ET.\8\ The Exchange has appropriate rules to facilitate
transactions in the Shares during these trading sessions.
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\8\ Because NSCC does not disseminate the new basket amount to
market participants until approximately 6 p.m. to 7 p.m. ET, an
updated IIV is not possible to calculate during the Exchange's late
trading session (from 4:15 p.m. to 8 p.m. ET). The Exchange also
states that the official index sponsors for the Underlying Indexes
currently do not calculate updated index values during the
Exchange's late trading session; however, if the index sponsors do
so in the future, the Exchange would not trade this product unless
such official index value is widely disseminated.
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Each investor would have access to the current portfolio
composition of each Fund through the Trust's Web site (http://www.proshares.com) \9\ and/or at Amex's Web site (http://www.amex.com).
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\9\ The Trust's Web site is publicly accessible at no charge,
and contains the following information for each Fund's Shares: (1)
The prior business day's closing NAV, the reported closing price,
and a calculation of the premium or discount of such price in
relation to the closing NAV; (2) data for a period covering at least
the four previous calendar quarters (or the life of a Fund, if
shorter) indicating how frequently each Fund's Shares traded at a
premium or discount to NAV based on the daily closing price and the
closing NAV, and the magnitude of such premiums and discounts; (3)
its prospectus and product description; and (4) other quantitative
information such as daily trading volume. The prospectus and/or
product description for each Fund would inform investors that the
Trust's Web site has information about the premiums and discounts at
which the Fund's Shares have traded.
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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 and/or the Financial Instruments 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 Shares would be subject to trading halts caused by
extraordinary market volatility pursuant to the Exchange's ``circuit
breaker'' rule \10\ or by the halt or suspension of trading of the
underlying securities.
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\10\ See NYSE Arca Equities Rule 7.12.
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Moreover, the Exchange represents that it would cease trading the
Shares of a Fund if the listing market stops trading the Shares because
of a regulatory halt similar to a halt based on NYSE Arca Equities Rule
7.12. UTP trading in the Shares is also governed by the trading halts
provisions of NYSE ARCA Equities Rule 7.34 relating to temporary
interruptions in the calculation or wide dissemination of the IIV or
the value of the underlying index.
Shares would 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 would 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 would
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
would issue a notice detailing the terms of the exemption or relief.
Prior to the commencement of trading, the Exchange would inform its
ETP Holders in an Information Bulletin of the special characteristics
and risks associated with trading the Shares. Specifically, the
Information Bulletin would discuss the following: (1) The procedures
for purchases and redemptions of Shares in Creation Unit Aggregations
(and that Shares are not individually redeemable); (2) 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; (3) how information regarding the IIV is
disseminated; (4) 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 (5) trading information.
The Information Bulletin would reference that the Fund is subject
to various fees and expenses described in the Registration Statement.
The Bulletin would also discuss any exemptive, no-action, interpretive
relief granted by the Commission from any rules under the Act. The
Information Bulletin would disclose that the NAV for the Shares would
be calculated after 4 p.m. ET each trading day.
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
properly monitor Exchange trading of the Shares in all trading sessions
and to deter and detect violations of Exchange rules. 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. In addition, the Exchange also has a
general policy prohibiting the distribution of material, non-public
information by its employees. Finally, the Exchange may obtain
information via the Intermarket Surveillance Group (``ISG'') from other
exchanges who are members or affiliates of the ISG.\11\
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\11\ For a list of the current members and affiliate members of
ISG, see http://www.isgportal.com.
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2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\12\ in general, and furthers the
objectives of Section 6(b)(5) \13\ in particular in that it is designed
to prevent fraudulent and manipulative acts and practices, to promote
just and equitable principles of trade, to foster cooperation and
coordination with persons engaged in facilitating transactions in
securities, and to remove impediments to and perfect the mechanism of a
free and open market and a national market system.
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\12\ 15 U.S.C. 78f(b).
\13\ 15 U.S.C. 78f(b)(5).
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In addition, the Exchange believes that the proposed rule change is
consistent with Rule 12f-5 \14\ under the Act because it deems the
Shares to be equity securities, thus rendering the Shares subject to
the Exchange's rules governing the trading of equity securities.
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\14\ 17 CFR 240.12f-5.
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change would
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
Written comments on the proposed rule change were neither solicited
nor received.
III. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
[[Page 3465]]
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 rule-comments@sec.gov. Please include
File Number SR-NYSEArca-2006-87 on the subject line.
Paper Comments
Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSEArca-2006-87.
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-2006-87 and should be submitted on or before
February 15, 2007.
IV. Commission's Findings and Order Granting Accelerated Approval of
the Proposed Rule Change
After careful review, the Commission finds that the proposed rule
change, as amended, is consistent with the requirements of the Act and
the rules and regulations thereunder applicable to a national
securities exchange.\15\ In particular, the Commission finds that the
proposed rule change is consistent with Section 6(b)(5) of the Act,\16\
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. The Commission believes that this proposal should
benefit investors by increasing competition among markets that trade
the Shares.
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\15\ In approving this rule change, the Commission notes that it
has considered the proposal's impact on efficiency, competition, and
capital formation. See 15 U.S.C. 78c(f).
\16\ 15 U.S.C. 78f(b)(5).
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In addition, the Commission finds that the proposal is consistent
with Section 12(f) of the Act,\17\ which permits an exchange to trade,
pursuant to UTP, a security that is listed and registered on another
exchange.\18\ The Commission notes that it previously approved the
listing and trading of the Shares on Amex.\19\ The Commission also
finds that the proposal is consistent with Rule 12f-5 under the
Act,\20\ 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. The Exchange has represented that it meets this
requirement because it 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.
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\17\ 15 U.S.C. 78l(f).
\18\ 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.
\19\ See supra note 4.
\20\ 17 CFR 240.12f-5.
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The Commission further believes that the proposal is consistent
with Section 11A(a)(1)(C)(iii) of the Act,\21\ which sets forth
Congress' 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. Quotations for and last sale information regarding the
Shares are disseminated through the facilities of the CTA and the
Consolidated Quotation System. Furthermore, the IIV, updated to reflect
changes in currency exchange rates, will be calculated by Amex and
published via the facilities of the Consolidated Tape Association on a
15-second delayed basis throughout the Exchange's Core Trading Session.
In addition, if the listing market halts trading when the IIV is not
being calculated or disseminated, the Exchange would halt trading in
the Shares. The Exchange has represented that it would follow the
procedures with respect to trading halts set forth in NYSE Arca
Equities Rule 7.34.
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\21\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
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The Commission notes that, if the Shares should be delisted by the
listing exchange, the Exchange would no longer have authority to trade
the Shares pursuant to this order.
In support of this proposal, the Exchange has made the following
representations:
1. The Exchange's surveillance procedures are adequate to properly
monitor Exchange trading of the Shares in all trading sessions and to
deter and detect violations of Exchange rules.
2. Prior to the commencement of trading, the Exchange would inform
its ETP Holders in an Information Bulletin of the special
characteristics and risks associated with trading the Shares.
3. Prior to the commencement of trading, the Exchange would inform
its ETP Holders in an Information Bulletin the requirement that ETP
Holders deliver a prospectus to investors purchasing newly issued
Shares prior to or concurrently with the confirmation of a transaction.
This approval order is conditioned on the Exchange's adherence to
these representations.
The Commission finds good cause for approving this proposal 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 the Shares on Amex is consistent with
the Act. The Commission presently is not aware of any regulatory issue
that should cause it to revisit that finding or would preclude the
trading of the Shares on the Exchange pursuant to UTP. Therefore,
accelerating approval of this proposal should benefit investors by
creating, without undue delay, additional competition in the market for
the Shares.
V. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\22\ that the proposed rule change (SR-NYSEArca-
[[Page 3466]]
2006-87), as amended, be and it hereby is, approved on an accelerated
basis.
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\22\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\23\
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\23\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary.
[FR Doc. E7-1058 Filed 1-24-07; 8:45 am]
BILLING CODE 8011-01-P