
[Federal Register Volume 77, Number 219 (Tuesday, November 13, 2012)]
[Notices]
[Pages 67712-67720]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-27551]



[[Page 67712]]

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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

[[Page 67713]]

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

[[Page 67714]]

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

[[Page 67715]]

 
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)
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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

[[Page 67716]]

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

[[Page 67717]]

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

[[Page 67718]]

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.
---------------------------------------------------------------------------

    \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

[[Page 67719]]

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 rule-comments@sec.gov. 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.


[[Page 67720]]


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


