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77432 Federal Register / Vol. 71, No.

247 / Tuesday, December 26, 2006 / Notices

impose any burden on competition that Commission process and review your thereunder,2 a proposed rule change to
is not necessary or appropriate in comments more efficiently, please use list and trade exchange-traded notes
furtherance of the purposes of the Act only one method. The Commission will (‘‘Notes’’) of Barclays Bank PLC
and the Commodities Exchange Act. post all comments on the Commission’s (‘‘Barclays’’) linked to the performance
NFA further stated that the proposed Internet Web site (http://www.sec.gov/ of the MSCI India Total Return IndexSM
rule change primarily updates the rules/sro/shtml). Copies of the (‘‘Index’’). On November 8, 2006, the
Interpretive Notice to include the submission, all subsequent Exchange submitted Amendment
requirements imposed by CFTC and amendments, all written statements No. 1.3 The proposed rule change, as
Treasury Department rulemakings. with respect to the proposed rule amended, was published for comment
change that are filed with the in the Federal Register on November 28,
C. Self-Regulatory Organization’s
Commission, and all written 2006 for a 15-day comment period.4 The
Statement of Comments on the
communications relating to the Commission received one comment
Proposed Rule Change Received From
proposed rule change between the regarding the proposal.5 This order
Members, Participants, or Others
Commission and any person, other than approves the proposed rule change, as
NFA worked with the Futures those that may be withheld from the amended, on an accelerated basis.
Industry Association, National public in accordance with the
Introducing Brokers Association, II. Description of the Proposal
provisions of 5 U.S.C. 552, will be
Financial Crimes Enforcement Network available for inspection and copying in Under Section 703.19 of the Listed
(‘‘FinCEN’’) and the CFTC in developing the Commission’s Public Reference Company Manual (‘‘Manual’’), the
the rule change. NFA did not solicit or Room. Copies of the filing also will be Exchange may, subject to Commission
receive comment concerning the available for inspection and copying at approval of a submission pursuant to
proposed rule change. the principal office of the NFA. All Section 19(b) of the Act, approve for
III. Date of Effectiveness of the comments received will be posted listing and trading securities not
Proposed Rule Change and Timing for without change; the Commission does otherwise covered by the criteria of
Commission Action not edit personal identifying Sections 1 and 7 of the Manual,
information from submissions. You provided the issue is suited for auction
The proposed rule change became should submit only information that market trading. Accordingly, the
effective on November 16, 2006, upon you wish to make available publicly. All Exchange proposes to list and trade,
approval by the CFTC.15 Within 60 days submissions should refer to File number under Section 703.19 of the Manual, the
of the date of effectiveness of the SR–NFA–2006–03 and should be Notes, which are linked to the
proposed rule change, the Commission, submitted on or before January 16, 2007. performance of the Index.6
after consultation with the CFTC, may In its proposal, the Exchange
summarily abrogate the proposed rule For the Commission, by the Division of
Market Regulation, pursuant to delegated described the structure and features of
change and require that the proposed authority.17 the Notes, including early redemption
rule change be refilled in accordance and default provisions, as well as the
Florence E. Harmon,
with the provisions of Section 19(b)(1) underlying index, applicable trading
of the Act.16 Deputy Secretary.
rules and surveillance procedures. Key
[FR Doc. E6–22004 Filed 12–22–06; 8:45 am]
IV. Solicitation of Comments aspects of the proposal are noted below.
BILLING CODE 8011–01–P
Interested persons are invited to The Notes
submit written data, views and The Notes are a series of debt
arguments concerning the foregoing, SECURITIES AND EXCHANGE
securities of Barclays that provide for a
including whether the proposed rule COMMISSION
cash payment at maturity or upon
change is consistent with the Act. earlier redemption at the holder’s option
[Release No. 34–54944; File No. SR–NYSE–
Comments may be submitted by any of 2006–69] based on the performance of the Index,
the following methods: subject to applicable fees and expenses.
Electronic Comments Self-Regulatory Organizations; New The original issue price of each Note
York Stock Exchange LLC; Order will be $50. The Notes will trade on the
• Use the Commission’s Internet Granting Accelerated Approval to Exchange’s equity trading floor, and the
comment form (http://www.sec.gov/ Proposed Rule Change and Exchange’s existing equity trading rules
rules/sro.shtml); or Amendment No. 1 Thereto Relating to will apply to trading in the Notes.
• Send an e-mail to rule- the Listing and Trading of Exchange- Holders of the Notes will not receive
comments@sec.gov. Please include File Traded Notes of Barclays Bank PLC any interest payments from the Notes,
Number SR–NFA–2006–03 on the Linked to the Performance of the MSCI and the Notes will not have a minimum
subject line. India Equities Index principal amount that will be repaid.
Paper Comments Accordingly, payment on the Notes
December 15, 2006.
• Send paper comments in triplicate prior to or at maturity may be less than
to Nancy M. Morris, Secretary, I. Introduction the original issue price of the Notes. The
Securities and Exchange Commission, On August 24, 2006, the New York 2 17 CFR 240.19b–4.
100 F Street, NE., Washington, DC Stock Exchange LLC (‘‘NYSE’’ or 3 Amendment No. 1 replaced and superseded the
20549–1090. ‘‘Exchange’’) filed with the Securities Exchange’s original submission in its entirety.
All submissions should refer to File and Exchange Commission 4 See Securities Exchange Act Release No. 54800

Number SR–NFA–2006–03. This file (‘‘Commission’’), pursuant to Section (November 21, 2006), 71 FR 68864.
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number should be included on the 19(b)(1) of the Securities Exchange Act 5 See letter from Claire P. McGrath, Senior Vice

of 1934 (‘‘Act’’),1 and Rule 19b–4 President and General Counsel, American Stock
subject line if e-mail is used. To help the Exchange LLC (‘‘Amex’’), to Nancy M. Morris,
Secretary, Commission, dated December 8, 2006.
15 See Letter, supra, note 3. 17 17 CFR 200.30–3(a)(75). 6 Barclays intends to issue the Notes under the
16 15 U.S.C. 78s(b)(1). 1 15 U.S.C. 78s(b)(1). name ‘‘iPathSM Exchange-Traded Notes.’’

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Federal Register / Vol. 71, No. 247 / Tuesday, December 26, 2006 / Notices 77433

Notes will have a term of 30 years. The The Index is calculated and updated Notes will have a minimum life of one
Notes are not callable. continuously until the market closes year, (iii) the minimum public market
Holders of the Notes at maturity will and is published as end of day values value of the Notes at the time of
receive a payment equal to the initial in U.S. dollars using the exchange rate issuance will exceed $4 million, (iv)
issue price of their Notes times an index published by WM Reuters at 4 p.m. on there will be at least one million Notes
factor minus an investor fee (‘‘Cash the previous day. The Index is reported outstanding, and (v) there will be at
Payment’’). The ‘‘index factor’’ on any by Bloomberg, L.P. under the ticker least 400 holders at the time of issuance.
given day will be equal to the closing symbol ‘‘NDEUSIA.’’ The Index is static As detailed in its proposal, the
value of the Index on that day divided during the Exchange trading day. Exchange will delist the Notes under the
by the initial index level. The investor Generally, the prices used to calculate following circumstances:
fee will be equal to 0.89 percent per year the MSCI Indexes are the official
• If, following the initial twelve
times the principal amount of holders’ exchange closing prices or those figures
month period from the date of
Notes times the index factor, calculated accepted as such. MSCI uses the foreign
commencement of trading of the Notes,
on a daily basis. Thus, each day until exchange rates published by WM
(a) the Notes have more than 60 days
maturity or early redemption, the Reuters at 4 p.m. London time.11
remaining until maturity and there are
investor fee will increase by an amount
Pricing Information Regarding the Notes fewer than 50 beneficial holders of the
equal to 0.89 percent times the principal
An intraday value (‘‘Indicative Notes for 30 or more consecutive trading
amount of holders’ Notes times the
Value’’) meant to approximate the days, (b) fewer than 100,000 Notes
index factor on that day (or, if such day
intrinsic economic value of the Notes, remain issued and outstanding, or (c)
is not a trading day, the index factor on
updated to reflect changes in currency the market value of all outstanding
the immediately preceding trading day)
divided by 365. Subject to certain exchange rates, will be calculated and Notes is less than $1,000,000.
restrictions,7 the Notes may be published by a third-party service • If the Index closing value ceases to
redeemed prior to maturity. Unless provider via the facilities of the be calculated or available during the
otherwise permitted by Barclays,8 Notes Consolidated Tape Association at least time the Notes trade on the Exchange on
may only be redeemed in aggregations every fifteen seconds throughout the at least a 15 second basis through one
of 50,000. Upon redemption, a Note NYSE trading day on each day on which or more major market data vendors.13
holder will receive the applicable Cash the Notes are traded on the Exchange. • If, during the time the Notes trade
Payment less a redemption charge. The The Indicative Value will not reflect on the Exchange, the Indicative Value
investor fee and the redemption charge changes in the prices of securities ceases to be available through the
are the only fees holders will be charged included in the Index resulting from facilities of the Consolidated Tape
in connection with their ownership of trading on other markets after the close Association or a major market data
the Notes. of trading on the NSE, but will be vendor on a 15 second delayed basis.14
updated to reflect changes in the • If such other event shall occur or
The MSCI India Total Return Index SM exchange rate between the U.S. dollar condition exists which in the opinion of
The Exchange provided detailed and the Indian rupee. Additionally, the Exchange makes further dealings on
description of the Index in its proposal.9 Barclays or an affiliate will calculate the Exchange inadvisable.
In summary, the Index is a free float- and publish the closing Indicative Value
In addition, the Exchange will file a
adjusted market capitalization index of the Notes on each trading day at
proposed rule change pursuant to Rule
that is designed to measure the market http://www.ipathetn.com. The last sale
19b–4 under the Act, seeking approval
performance, including price price of the Notes will also be
to continue trading the Notes and unless
performance and income from dividend disseminated over the Consolidated
approved, the Exchange will commence
payments, of Indian equity securities. Tape, subject to a 20-minute delay.
delisting the Notes, if
The Index is currently comprised of the
top 68 companies by market
Listing Criteria • A successor or substitute index is
capitalization listed on the National In its proposal, the Exchange stated used in connection with the Notes. The
Stock Exchange of India (‘‘NSE’’). The that the Notes will conform to the initial filing will address, among other things,
Index is calculated by Morgan Stanley listing standards for equity securities the listing and trading characteristics of
Capital International Inc. (‘‘MSCI’’) and under Section 703.19 of the Manual the successor or substitute index and
is denominated in U.S. dollars.10 insofar as (i) Barclays is an affiliate of the Exchange’s surveillance procedures
Barclays PLC,12 which is an Exchange- applicable thereto.
7 Generally, the Notes may only be redeemed listed company in good standing, (ii) the • At any time the most heavily
once each week on a ‘‘Redemption Date,’’ which is weighted component stock in the Index
the third business day following a weekly 2005) (SR–NYSE–2005–41). In this proposal, the exceeds 25 percent of the weight of the
‘‘Valuation Date.’’ Unless there is a market Exchange states that MSCI has implemented
disruption event, a Valuation Date is each Thursday Index or the five most heavily weighted
procedures to prevent the misuse of material, non-
from the first Thursday after issuance of the Notes public information regarding changes to component component stocks exceed 60 percent of
until the last Thursday before maturity of the Notes. stocks in the MSCI Indexes. the weight of the Index.
See Notice, 71 FR at 68864–65.
8 The Exchange states that any such reduction
11 MSCI monitors exchange rates independently
• MSCI substantially changes the
and may, under exceptional circumstances, elect to
will be applied on a consistent basis for all holders use an alternative exchange rate if the WM Reuters
index methodology.
of Notes at the time the reduction becomes rate is believed not to be representative for a given The Exchange prohibits the initial
effective. currency on a particular day.
9 See Notice, 71 FR at 68866–68.
and/or continued listing of any security
12 Though not an Exchange-listed company itself,
10 As the Commission has previously stated,
Barclays would exceed the Exchange’s earnings and
13 Telephone conference between John Carey,
when a broker-dealer, or a broker-dealer’s affiliate minimum tangible net worth requirements in
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such as MSCI, is involved in the development and Section 102 of the Manual. Additionally, Barclays Assistant General Counsel, NYSE, and Brian
maintenance of a stock index upon which a product has informed the Exchange that the original issue Trackman, Special Counsel, Division of Market
such as iShares is based, the broker-dealer or its price of the Notes, when combined with the original Regulation, Commission, on December 15, 2006
affiliate should have procedures designed issue price of all other iPath securities offerings of (‘‘Telephone Conference’’) (clarifying scope of
specifically to address the improper sharing of the issuer that are listed on a national securities delisting condition).
information. See Securities Exchange Act Release exchange (or association), does not exceed 25 14 Telephone Conference (clarifying how

No. 52178 (July 29, 2005), 70 FR 46244 (August 8, percent of the issuer’s net worth. dissemination must occur).

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77434 Federal Register / Vol. 71, No. 247 / Tuesday, December 26, 2006 / Notices

that is not in compliance with Rule the Notes,18 and during any subsequent comprehensive surveillance sharing
10A–3 under the Act.15 distribution of the Notes, NYSE member agreement (‘‘CSSA’’) with the NSE or
organizations will deliver a prospectus other Indian marketplaces. The Amex
Trading Rules
to investors purchasing from such stated its belief that approval of the
The Exchange’s existing equity distributors. proposal would be a ‘‘significant
trading rules will apply to trading of the The information memorandum will departure’’ from existing practice and
Notes. The Notes will trade between the discuss the special characteristics and rules to permit derivative products like
hours of 9:30 a.m. and 4 p.m. ET and risks of trading this type of security. the Notes to be listed and traded
will be subject to the equity margin Specifically, the information without a CSSA. Specifically, the Amex
rules of the Exchange.16 memorandum, among other things, will noted that the Commission has
discuss what the Notes are, how the generally required CSSAs between U.S.
Trading Halts Notes are redeemed, applicable exchanges and foreign markets for
With regard to trading of the Notes, Exchange rules, dissemination of index-linked notes and other derivative
the Exchange represents that, if the information regarding the Index value securities products. In addition, the
Index Value or the Indicative Value is and the Indicative Value, exchange rate, Amex cited Section 107D(g)(viii) of the
not being disseminated as required, the trading information, and applicable Amex Company Guide relating to index-
Exchange may halt trading during the suitability rules. The information linked securities and similar rules of
day on which the interruption to the memorandum will also notify members other exchanges,21 which require that
dissemination of the Index Value or the and member organizations about the foreign country securities or American
Indicative Value first occurs. If the procedures for redemptions of Notes Depository Receipts (‘‘ADRs’’) that are
interruption to the dissemination of the and that Notes are not individually not subject to CSSAs do not in the
Index Value or the Indicative Value redeemable but are redeemable only in aggregate represent more than 20
persists past the trading day in which it aggregations of at least 100,000 Notes. percent of the weight of the index. The
occurred, the Exchange will halt trading The information memorandum will Amex further noted that other rules
no later than the beginning of the also discuss any exemptive or no-action addressing listing standards for
trading day following the interruption. relief under the Act provided by the derivative products, including index
Commission staff. options and options on exchange-traded
Suitability funds, generally require CSSAs but are
Surveillance
Pursuant to Exchange Rule 405, the not consistent with regard to what
The Exchange’s surveillance percentage of underlying foreign
Exchange will impose a duty of due procedures will incorporate and rely
diligence on its members and member securities must be subject to such
upon existing Exchange surveillance agreements. Noting that more recently,
firms to learn the essential facts relating procedures governing equities with
to every customer prior to trading the the Commission has approved listing
respect to surveillance of the Notes.19 standards for exchange-traded funds
Notes.17 With respect to suitability The Exchange believes that these
recommendations and risks, the based on global and/or international
procedures are adequate to monitor securities indexes and other derivative
Exchange will require members, Exchange trading of the Notes and to
member organizations and employees products without requiring CSSAs, the
detect violations of Exchange rules, Amex urges the Commission to clarify
thereof recommending a transaction in thereby deterring manipulation. In this
the Notes: (i) To determine that such that CSSAs are not required for index-
regard, the Exchange currently has the linked notes and index options. To the
transaction is suitable for the customer, authority under NYSE Rule 476 to
and (ii) to have a reasonable basis for extent CSSA standards are inconsistent
request the Exchange specialist in the among different derivative product
believing that the customer can evaluate Notes to provide NYSE Regulation with
the special characteristics of, and is able classes, the Amex also requests
information that the specialist uses in
to bear the financial risks of, such guidance on the proper regulatory
connection with pricing the Notes on
transaction. standard.
the Exchange, including specialist While the Commission appreciates
Information Memorandum proprietary or other information these comments, we believe that they
regarding securities, options on are outside the scope of the present rule
The Exchange will, prior to trading securities or other derivative filing, which addresses only a single
the Notes, distribute an information instruments. The Exchange believes it derivative product. Rather, the
memorandum to the membership also has authority to request any other
Commission believes that the Amex’s
providing guidance with regard to information from its members—
comments—particularly in regard to any
member firm compliance including floor brokers, specialists and
perceived anomalies between existing
responsibilities (including suitability ‘‘upstairs’’ firms—to fulfill its regulatory
exchange rules establishing derivative
recommendations) when handling obligations.
product listing standards—are best
transactions in the Notes. The
III. Summary of Comment addressed in the context of a separate
information memorandum will note to
In its comment letter,20 Amex noted rule proposal.
members language in the prospectus
used by Barclays in connection with the that the NYSE intended to list and trade IV. Discussion and Commission’s
sale of the Notes regarding prospectus the Notes without entering into a Findings
delivery requirements for the Notes. The Commission finds that the
18 The Registration Statement reserves the right to
Specifically, in the initial distribution of proposed rule change, as amended, is
make subsequent distributions of these Notes.
19 The Exchange’s current trading surveillances consistent with the requirements of the
15 17CFR 240.10A–3.
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focus on detecting securities trading outside normal Act and the rules and regulations
16 SeeNYSE Rule 431. patterns. When such situations are detected, thereunder applicable to a national
17 NYSE Rule 405 requires that every member, surveillance analysis follows and investigations are
member firm or member corporation use due opened, where appropriate, to review the behavior securities exchange. In particular, the
diligence to learn the essential facts relative to of all relevant parties for all relevant trading
every customer and to every order or account violations. 21 See NYSEArca Rule 5.2(j)(6)(g)(vii) and Nasdaq

accepted. 20 See supra note 5. Rule 4420(m)(7)(ix).

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Federal Register / Vol. 71, No. 247 / Tuesday, December 26, 2006 / Notices 77435

Commission finds that the proposal, as broker-dealer, a number of independent D. Accelerated Approval
amended, is consistent with the sources verify both the intraday and The Commission finds good cause to
objectives of Section 6(b)(5) of the Act,22 closing Index values. The composition approve the proposed rule change, as
which requires, among other things, that and calculation methodology for the amended, prior to the thirtieth day after
the Exchange’s rules be designed to Index is public and transparent. publication for comment in the Federal
promote just and equitable principles of An Indicative Value for the Notes will Register. Accelerating approval of this
trade, to remove impediments to and be calculated and disseminated at least proposal should benefit investors who
perfect the mechanism of a free and every 15 seconds throughout the NYSE desire to participate, through the Notes,
open market and a national market trading day on each day on which the in the designated Index by enabling
system and, in general, to protect Notes are traded on the Exchange. In them to begin trading the Notes
investors and the public interest. addition, Barclays or an affiliate will promptly. Therefore, the Commission
A. Surveillance calculate and publish the closing finds good cause, consistent with
Indicative Value of the Notes on each Section 19(b)(2) of the Act,24 to approve
The Commission finds that the trading day at http://www.ipathetn.com.
Exchange’s surveillance procedures are the proposed rule change on an
If the closing level of Index or accelerated basis.
reasonably designed to monitor for Indicative Value is not disseminated as
trading abuses in connection with the described in its proposal, the Exchange V. Conclusion
Notes. may halt trading on which the
NYSE Rule 476 requires Exchange It is therefore ordered, pursuant to
interruption to the dissemination of the Section 19(b)(2) of the Act 25 that the
specialists in the Notes, upon the
Index Value or the Indicative Value first proposed rule change (SR–NYSE–2006–
Exchange’s request, to provide NYSE
occurs. If the interruption to the 69), be, and hereby is, approved on an
Regulation with information that the
dissemination of the Index Value or the accelerated basis.
specialist uses in connection with
Indicative Value persists past the
pricing the Notes on the Exchange, For the Commission, by the Division of
trading day in which it occurred, the
including specialist proprietary or other Market Regulation, pursuant to delegated
Exchange will halt trading no later than authority.26
information regarding securities,
the beginning of the trading day
options on securities or other derivative Nancy M. Morris,
following the interruption.
instruments. Furthermore, the Exchange Secretary.
believes it also has authority to request C. Listing and Trading [FR Doc. E6–22005 Filed 12–22–06; 8:45 am]
any other information from its
The Commission finds that the BILLING CODE 8011–01–P
members—including floor brokers,
Exchange’s proposed rules and
specialists and ‘‘upstairs’’ firms—to
procedures for the listing and trading of
fulfill its regulatory obligations. The
the proposed Notes are consistent with DEPARTMENT OF STATE
Commission also notes that the
the Act. The Notes will trade as equity
Exchange represents that it will delist [Public Notice 5653]
securities subject to NYSE rules
the Notes if a new component is added
including, among others, rules
to the Index (or pricing information is Bureau of Economic and Business
governing equity margins, specialist
used for a new or existing component), Affairs; List of November 20, 2006, of
responsibilities, account opening, and
unless otherwise approved for Participating Countries and Entities
customer suitability requirements.
continued trading by the Commission. (Hereinafter Known as ‘‘Participants’’)
The Commission believes that the
The Commission believes that these Under the Clean Diamond Trade Act of
listing and delisting criteria for the
requirements provide the NYSE with 2003 (Pub. L. 108–19) and Section 2 of
Notes should help to maintain a
the tools necessary to adequately surveil Executive Order 13312 of July 29, 2003
minimum level of liquidity and
trading in the Notes.
therefore minimize the potential for AGENCY: Bureau of Economic and
B. Dissemination of Information manipulation of the Notes. The Business Affairs, Department of State.
The Commission believes that Exchange represents that it would file a ACTION: Notice.
sufficient venues exist for obtaining proposed rule change pursuant to Rule
reliable information so that holders of 19b–4 under the Act,23 which must be SUMMARY: In accordance with Sections 3
the Notes can monitor the value of their approved for continued trading of the and 6 of the Clean Diamond Trade Act
investment relative to the underlying Notes, if (a) a successor or substitute of 2003 (Pub. L. 108–19) and Section 2
Index. index is used in connection with the of Executive Order 13312 of July 29,
Information about the Index (and its Notes, (b) at any time, the most heavily 2003, the Department of State is
components) is widely available weighted component stock in the Index identifying all the Participants eligible
through public Web sites and exceeds 25 percent of the weight of the for trade in rough diamonds under the
professional subscription services, Index or the top five most heavily Act, and their respective Importing and
including Reuters and Bloomberg. weighted stocks exceed 60 percent of Exporting Authorities, and revising the
Likewise, real-time information about the weight of the Index, or (c) the Index previously published list of October 25,
the trading of the Index components and Sponsor (MSCI) substantially changes 2006 (Volume 71, Number 206, page
their daily closing values is available the index methodology. 62501) to include Bangladesh.
through major market data vendors. The Finally, the Commission notes that FOR FURTHER INFORMATION CONTACT: Sue
Index Sponsor calculates the Index the Information Memorandum that the Saarnio, Special Advisor for Conflict
continuously. The Exchange has Exchange will distribute will inform Diamonds, Bureau of Economic and
represented that the daily closing value members and member organizations Business Affairs, Department of State,
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will be disseminated during the time the about the terms, characteristics and (202) 647–1713.
Notes trade on the Exchange. Further, risks in trading the Notes, including
while the Index is calculated by a their prospectus delivery obligations. 24 15 U.S.C. 78s(b)(2).
25 15 U.S.C. 78s(b)(2).
22 15 U.S.C. 78f(b)(5). 23 17 CFR 240.19b–4. 26 17 CFR 200.30–3(a)(12).

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