Notices. Notice of application for an exemption pursuant to Section 6(c) of the Investment Company Act of 1940, as amended (the “1940 Act”) from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder

47,089 words·~214 min read·/register/2007/02/23/07-807

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

BILLING CODE 3710-GX-M NATIONAL FOUNDATION ON THE ARTS AND THE HUMANITIES National Endowment for the Arts; Arts Advisory Panel Pursuant to Section 10(a)(2) of the Federal Advisory Committee Act (Pub. L. 92-463), as amended, notice is hereby given that two meetings of the Arts Advisory Panel to the National Council on the Arts will be held by teleconference from the Nancy Hanks Center, 1100 Pennsylvania Avenue, NW., Washington, DC, 20506 as follows (ending time is approximate): *AccessAbility (application review):* March 5, 2007.

This meeting, from 2 p.m. to 3 p.m. eastern standard time, will be closed. *Arts Education (application review):* March 5, 2007. This meeting, from 4 p.m. to 5 p.m. eastern standard time, will be closed. The closed portions of meetings are for the purpose of Panel review, discussion, evaluation, and recommendations on financial assistance under the National Foundation on the Arts and the Humanities Act of 1965, as amended, including information given in confidence to the agency.

In accordance with the determination of the Chairman of April 8, 2005, these sessions will be closed to the public pursuant to subsection (c)(6) of section 552b of Title 5, United States Code. Further information with reference to these meetings can be obtained from Ms. Kathy Plowitz-Worden, Office of Guidelines & Panel Operations, National Endowment for the Arts, Washington, DC, 20506, or call 202/682-5691. Dated: February 16, 2007. Kathy Plowitz-Worden, Panel Coordinator, Panel Operations, National Endowment for the Arts. [FR Doc.

E7-3054 Filed 2-22-07; 8:45 am] BILLING CODE 7537-01-P NATIONAL FOUNDATION ON THE ARTS AND THE HUMANITIES National Endowment for the Arts; Arts Advisory Panel Pursuant to Section 10(a)(2) of the Federal Advisory Committee Act (Pub. L. 92-463), as amended, notice is hereby given that a meeting of the Arts Advisory Panel to the National Council on the Arts will be held by teleconference from the Nancy Hanks Center, 1100 Pennsylvania Avenue, NW., Washington, DC 20506 as follows (ending time is approximate):

Folk & Traditional Arts (application review): March 5, 2007. This meeting, from 2 p.m. to 3 p.m. eastern standard time, will be closed. The closed portions of meetings are for the purpose of Panel review, discussion, evaluation, and recommendations on financial assistance under the National Foundation on the Arts and the Humanities Act of 1965, as amended, including information given in confidence to the agency. In accordance with the determination of the Chairman of April 8, 2005, these sessions will be closed to the public pursuant to subsection (c)(6) of section 552b of Title 5, United States Code.

Further information with reference to these meetings can be obtained from Ms. Kathy Plowitz-Worden, Office of Guidelines & Panel Operations, National Endowment for the Arts, Washington, DC 20506, or call 202/682-5691. Dated: February 20, 2007. Kathy Plowitz-Worden, Panel Coordinator, Panel Operations, National Endowment for the Arts. [FR Doc. E7-3200 Filed 2-22-07; 8:45 am] BILLING CODE 7537-01-P NATIONAL SCIENCE FOUNDATION Astronomy and Astrophysics Advisory Committee #13883;

Notice of Meeting In accordance with the Federal Advisory Committee Act (Pub. L. 92-463, as amended), the National Science Foundation announces the following Astronomy and Astrophysics Advisory Committee (#13883) meeting: *Date and Time:* March 9, 2007 1:45—3:30 p.m. EST. *Place:* Teleconference. National Science Foundation, Room 1045, Stafford I Building, 4121 Wilson Blvd., Arlington, VA, 22230. *Type of Meeting:* Open. *Contact Person:* Dr. G. Wayne Van Citters, Director, Division of Astronomical Sciences, Suite 1045, National Science Foundation, 4201 Wilson Blvd., Arlington, VA 22230.

Telephone: 703-292-4908. *Purpose of Meeting:* To provide advice and recommendations to the National Science Foundation (NSF), the National Aeronautics and Space Administration

(NASA)and the U.S. Department of Energy

(DOE)on issues within the field of astronomy and astrophysics that are of mutual interest and concern to the agencies. *Agenda:* To discuss the Committee's draft annual report due 15 March 2007. Dated: February 16, 2007. Susanne E. Bolton, Committee Management Officer. [FR Doc. E7-3059 Filed 2-22-07; 8:45 am] BILLING CODE 7555-01-P RAILROAD RETIREMENT BOARD Proposed Collection; Comment Request *Summary:* In accordance with the requirement of Section 3506(c)(2)(A) of the Paperwork Reduction Act of 1995 which provides opportunity for public comment on new or revised data collections, the Railroad Retirement Board

(RRB)will publish periodic summaries of proposed data collections. *Comments are invited on:*

(a)Whether the proposed information collection is necessary for the proper performance of the functions of the agency, including whether the information has practical utility;

(b)the accuracy of the RRB's estimate of the burden of the collection of the information;

(c)ways to enhance the quality, utility, and clarity of the information to be collected; and

(d)ways to minimize the burden related to the collection of information on respondents, including the use of automated collection techniques or other forms of information technology. *Title and purpose of information collection:* Investigation of Claim for Possible Days of Employment; OMB 3220-0196. Under Section 1(k) of the Railroad Unemployment Insurance Act (RUIA), unemployment and sickness benefits are not payable for any day with respect to which remuneration is payable or accrues to the claimant. Also Section 4(a-1) of the RUIA provides that unemployment or sickness benefits are not payable for any day the claimant receives the same benefits under any law other than the RUIA. Under Railroad Retirement Board

(RRB)regulations, 20 CFR 322.4(a), a claimant's certification or statement on an RRB provided claim form that he or she did not work on any day claimed and did not receive income such as vacation pay or pay for time lost shall constitute sufficient evidence unless there is conflicting evidence. Further, under 20 CFR 322.4(b), when there is a question raised as to whether or not remuneration is payable or has accrued to a claimant with respect to a claimed day or days, investigation shall be made with a view to obtaining information sufficient for a finding. Form ID-5S(SUP), Report of Cases for Which All Days Were Claimed During a Month Credited Per an Adjustment Report, collects required information about compensation credited to an employee during a period when the employee claimed either unemployment or sickness benefits from a railroad employer. The request is generated as a result of a computer match that compares data which is maintained in the RRB's RUIA Benefit Payment file with data maintained in the RRB's records of service. The ID-5S(SUP) is generated annually when the computer match indicates that an employee(s) of the railroad employer was paid unemployment or sickness benefits for every day in one or more months for which creditable compensation was adjusted due to the receipt of a report of creditable compensation adjustment (RRB FORM BA-4, OMB Approved 3220-0008) from their railroad employer. The computer generated Form ID-5S(SUP) includes pertinent identifying information, the BA-4 adjustment process date and the claimed months in question. Space is provided on the report for the employer's use in supplying the information requested in the computer generated transmittal letter, Form ID-5S, which accompanies the report. To our knowledge no other agency uses forms similar to Form ID-5S(SUP). Completion is voluntary. One response is requested of each respondent. The RRB estimates that 80 responses are received annually. The RRB proposes non-burden impacting editorial changes to Form ID-5S(SUP) and Form ID-5S. *Additional Information or Comments:* To request more information or to obtain a copy of the information collection justification, forms, and/or supporting material, please call the RRB Clearance Officer at

(312)751-3363 or send an e-mail request to *Charles.Mierzwa@RRB.GOV* . Comments regarding the information collection should be addressed to Ronald J. Hodapp, Railroad Retirement Board, 844 North Rush Street, Chicago, Illinois 60611-2092 or send an e-mail to *Ronald.Hodapp@RRB.GOV.* Written comments should be received within 60 days of this notice. Charles Mierzwa, Clearance Officer. [FR Doc. E7-3039 Filed 2-22-07; 8:45 am] BILLING CODE 7905-01-P SECURITIES AND EXCHANGE COMMISSION Proposed Collection; Comment Request Upon written request, copies available from: Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549. *Extension:* Rule 15c3-1f, SEC File No. 270-440, OMB Control No. 3235-0496. Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 *et seq.* ), the Securities and Exchange Commission (“Commission”) has submitted to the Office of Management and Budget a request for approval of extension on the following rule: 17 CFR 240.15c3-1f (Appendix F to Rule 15c3-1 (“Appendix F”)). Appendix F requires a broker-dealer choosing to register, upon Commission approval, as an OTC derivative dealer to develop and maintain an internal risk management system based on Value-at-Risk (“VAR”) models. Appendix F also requires the OTC derivatives dealer to notify Commission staff of the system and of certain other periodic information including when the VAR model deviates from the actual performance of the OTC derivatives dealer's portfolio. It is anticipated that five

(5)broker-dealers will spend 1,000 hours per year complying with Appendix F. The total burden is estimated to be approximately 5,000 hours. Written comments are invited on:

(a)Whether the proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility;

(b)the accuracy of the agency's estimate of the burden of the collection of information;

(c)ways to enhance the quality, utility, and clarity of the information collected; and

(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication. Direct your written comments to R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, c/o Shirley Martinson, 6432 General Green Way, Alexandria, VA 22312 or send an e-mail to: *PRA_Mailbox@sec.gov* . Comments must be submitted to OMB within 60 days of this notice. Dated: February 14, 2007. Florence E. Harmon, Deputy Secretary. [FR Doc. E7-3027 Filed 2-22-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION Proposed Collection; Comment Request Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549. *Extension:* Form N-3; SEC File No. 270-281; OMB Control No. 3235-0316. Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 *et seq.* ) the Securities and Exchange Commission (the “Commission”) is soliciting comments on the collections of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget (“OMB”) for extension and approval. The title for the collection of information is “Form N-3 (17 CFR 239.17a and 274.11b) under the Securities Act of 1933 and under the Investment Company Act of 1940, Registration Statement of Separate Accounts Organized as Management Investment Companies.” Form N-3 is the form used by insurance company separate accounts organized as management investment companies that offer variable annuity contracts to register as investment companies under the Investment Company Act of 1940 (15 U.S.C. 80a-1 *et seq.* ) (“Investment Company Act”) and/or to register their securities under the Securities Act of 1933 (15 U.S.C. 77a *et seq.* ) (“Securities Act”). The primary purpose of the registration process is to provide disclosure of financial and other information to investors and potential investors for the purpose of evaluating an investment in a security. Form N-3 also permits separate accounts organized as management investment companies that offer annuity contracts to provide investors with a prospectus containing information required in a registration statement prior to the sale or at the time of confirmation of delivery of securities. The form also may be used by the Commission in its regulatory review, inspection, and policy-making roles. The Commission estimates that there are 2 initial registration statements and 30 post-effective amendments to initial registration statements filed on Form N-3 annually and that the average number of portfolios referenced in each initial filing and post-effective amendment is 2. The Commission further estimates that the hour burden for preparing and filing a post-effective amendment on Form N-3 is 154.7 hours per portfolio. The total annual hour burden for preparing and filing post-effective amendments is 9,282 hours (30 post-effective amendments × 2 portfolios × 154.7 hours per portfolio). The estimated annual hour burden for preparing and filing initial registration statements is 3,690.8 hours (2 initial registration statements × 2 portfolios × 922.7 hours per portfolio). The total annual hour burden for Form N-3, therefore, is estimated to be 12,972.8 hours (9,282 hours + 3,690.8 hours). The information collection requirements imposed by Form N-3 are mandatory. Responses to the collection of information will not be kept confidential. An agency may not conduct or sponsor, and a person is not required to respond to a collection of information unless it displays a currently valid control number Written comments are invited on:

(a)Whether the proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility;

(b)the accuracy of the agency's estimate of the burden of the collection of information;

(c)ways to enhance the quality, utility, and clarity of the information collected; and

(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication. Please direct your written comments to R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, C/O Shirley Martinson, 6432 General Green Way, Alexandria, Virginia 22312 or send an e-mail to: *PRA_Mailbox@sec.gov* . February 14, 2007. Florence E. Harmon, Deputy Secretary. [FR Doc. E7-3092 Filed 2-22-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION Submission for OMB Review; Comment Request Upon Written Request Copies Available From: Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549-0004. *Extension:* Form 1-E, Regulation E; SEC File No. 270-221; OMB Control No. 3235-0232. Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 *et seq.* ), the Securities and Exchange Commission (the “Commission”) has submitted to the Office of Management and Budget (“OMB”) a request for extension of the previously approved collection of information discussed below. Form 1-E (17 CFR 239.200) under the Securities Act of 1933 (15 U.S.C. 77a *et seq.* ) (“Securities Act”) is the form that a small business investment company (“SBIC”) or business development company (“BDC”) uses to notify the Commission that it is claiming an exemption under Regulation E from registering its securities under the Securities Act. Rule 605 of Regulation E (17 CFR 230.605) under the Securities Act requires an SBIC or BDC claiming such an exemption to file an offering circular with the Commission that must also be provided to persons to whom an offer is made. Form 1-E requires an issuer to provide the names and addresses of the issuer, its affiliates, directors, officers, and counsel; a description of events which would make the exemption unavailable; the jurisdiction in which the issuer intends to offer its securities; information about unregistered securities issued or sold by the issuer within one year before filing the notification on Form 1-E; information as to whether the issuer is presently offering or contemplating offering any other securities; and exhibits, including copies of the rule 605 offering circular and any underwriting contracts. The Commission uses the information provided in the notification on Form 1-E and the offering circular to determine whether an offering qualifies for the exemption under Regulation E. It is estimated that approximately ten issuers file notifications, together with attached offering circulars, on Form 1-E with the Commission annually. The Commission estimates that the total burden hours for preparing these notifications would be 1,000 hours in the aggregate. Estimates of the burden hours are made solely for the purposes of the PRA, and are not derived from a comprehensive or even a representative survey or study of the costs of SEC rules and forms. Compliance with the information collection requirements of the rules is necessary to obtain the benefit of relying on the rules. The information provided on Form 1-E and in the offering circular will not be kept confidential. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. General comments regarding the above information should be directed to the following persons:

(i)Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503, or email to: *David_Rostker@omb.eop.gov* ; and

(ii)R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, C/O Shirley Martinson, 6432 General Green Way, Alexandria, VA 22312; or send an e-mail to: *PRA_Mailbox@sec.gov* . Comments must be submitted to OMB within 30 days of this notice. Dated: February 16, 2007. Jill M. Peterson, Assistant Secretary. [FR Doc. E7-3097 Filed 2-22-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION Submission for OMB Review; Comment Request Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549. *Extension:* Rule 17f-6; SEC File No. 270-392; OMB Control No. 3235-0447. Notice is hereby given that, under the Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520), the Securities and Exchange Commission (the “Commission”) has submitted to the Office of Management and Budget (“OMB”) a request for extension of the previously approved collection of information discussed below. Rule 17f-6 (17 CFR 270.17f-6) under the Investment Company Act of 1940 (15 U.S.C. 80a) permits registered investment companies (“funds”) to maintain assets ( *i.e.* , margin) with futures commission merchants (“FCMs”) in connection with commodity transactions effected on both domestic and foreign exchanges. Before the rule was adopted, funds generally were required to maintain such assets in special accounts with a custodian bank. 1 1 Custody of Investment Company Assets With Futures Commission Merchants and Commodity Clearing Organizations, Investment Company Act Release No. 22389 (Dec. 11, 1996) (61 FR 66207 (Dec. 17, 1996)). The rule requires a written contract that contains certain provisions designed to ensure important safeguards and other benefits relating to the custody of fund assets by FCMs. To protect fund assets, the contract must require that FCMs comply with the segregation or secured amount requirements of the Commodity Exchange Act (“CEA”) and the rules under that statute. The contract also must contain a requirement that FCMs obtain an acknowledgment from any clearing organization that the fund's assets are held on behalf of the FCM's customers according to CEA provisions. Finally, FCMs are required to furnish to the Commission or its staff on request information concerning the fund's assets in order to facilitate Commission inspections. The Commission estimates that approximately 2,275 funds effect commodities transactions and could deposit margin with FCMs under Rule 17f-6 in connection with those transactions. Commission staff estimates that each fund uses and deposits margin with two different FCMs in connection with its commodity transactions. 2 2 This estimate is based on information conversations with representatives of the fund industry. The Commission estimates that each of the 2,275 funds spends an average of 1 hour annually complying with the contract requirements of the rule ( *i.e.* , executing contracts that contain the requisite provisions with additional FCMs), for a total of 2,275 burden hours. The estimate does not include the time required by an FCM to comply with the rule's contract requirements because, to the extent that complying with the contract provisions could be considered “collections of information,” the burden hours for compliance are already included in other PRA submissions or are *de minimis* . 3 The estimate of average burden hours is made solely for the purposes of the Paperwork Reduction Act, and is not derived from a comprehensive or even a representative survey or study of the costs of Commission rules and forms. 3 The rule requires a contract with the FCM to contain three provisions. Two of the provisions require the FCM to comply with existing requirements under the CEA and rules adopted under that Act. Thus, to the extent these provisions could be considered collections of information, the hours required for compliance would be included in the collection of information burden hours submitted by the Commodity Futures Trading Commission for its rules. The third contract provision requires that the FCM produce records or other information requested by the Commission or its staff. Commission staff has requested this type of information from an FCM so infrequently in the past that the annual burden hours are *de minimis* . Compliance with the collection of information requirements of the rule is necessary to obtain the benefit of relying on the rule. If an FCM furnishes records pertaining to a fund's assets at the request of the Commission or its staff, the records will be kept confidential to the extent permitted by relevant statutory or regulatory provisions. The rule does not require these records be retained for any specific period of time. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. Please direct general comments regarding the above information to the following persons:

(i)Desk Officer for the Securities and Exchange Commission, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503 or e-mail to: *David_Rostker@omb.eop.gov* ; and

(a)Separate accounts funding variable annuity and variable life insurance contracts (collectively the “Variable Contracts”) issued by both affiliated and unaffiliated life insurance companies;

(b)trustees of qualified group pension and group retirement plans (“Qualified Plans”) outside of the separate account context;

(c)separate accounts that are not registered as investment companies under the 1940 Act pursuant to exemptions from registration under Section 3(c) of the 1940 Act;

(d)Wilshire and any affiliate of Wilshire that serves as an investment adviser, manager, principal underwriter, sponsor or administrator for the purpose of providing seed capital (collectively, “Wilshire Entities”);

(e)any other insurance company general accounts permitted to hold shares of the Trusts pursuant to Treasury Regulation Section 1.817-5 (“General Accounts”). FILING DATE: The application was filed on April 4, 2006 and amended on November 1, 2006. HEARING OR NOTIFICATION OF HEARING: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Secretary of the Commission and serving Applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on March 14, 2007, and should be accompanied by proof of service on Applicants in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should State the nature of the requester's interest, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Secretary of the Commission. ADDRESSES: Secretary, SEC, 100 F Street, NE., Washington, DC 20549-1090. Applicants, Lawrence E. Davanzo, c/o Wilshire Associates Incorporated, 1299 Ocean Avenue, Suite 700, Santa Monica, California 90401. FOR FURTHER INFORMATION CONTACT: Sally Samuel, Senior Counsel, or Joyce M. Pickholz, Branch Chief, Office of Insurance Products, Division of Investment Management, at

(202)551-6795. SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained for a fee from the SEC's Public Reference Branch, 100 F Street, NE., Washington, DC 20549 (tel.

(202)551-8090). Applicants' Representations 1. The Trust is registered with the Commission as an open-end management investment company and is organized as a Delaware statutory trust. Wilshire, a California corporation, is registered with the Commission as an investment adviser under the Investment Advisers Act of 1940, as amended, and serves as the investment adviser to the Trust. The Trust currently consists of, and offers shares of beneficial interest (“shares”) representing interests in, fourteen separate investment portfolios (each, a “Portfolio,” and collectively, the “Portfolios”). The Trust or any Future Trusts may offer one or more additional investment portfolios in the future (also referred to as “Portfolios”). 2. Shares of the Portfolios will be offered to separate accounts of affiliated and unaffiliated insurance companies (each, a “Participating Insurance Company”) as investment vehicles to fund Variable Contracts. These separate accounts will be registered as investment companies under the 1940 Act or will be exempt from such registration (individually, a “Separate Account” and collectively, the “Separate Accounts”). Shares of the Portfolios may also be offered to Qualified Plans, Wilshire Entities and General Accounts. 3. The Participating Insurance Companies at the time of their investment in the Trusts either have established or will establish their own Separate Accounts and have designed or will design their own Variable Contracts. Each Participating Insurance Company has or will have the legal obligation of satisfying all applicable requirements under both State and Federal law. Each Participating Insurance Company, on behalf of its Separate Accounts, has entered or will enter into an agreement with the Trusts concerning such Participating Insurance Company's participation in the Portfolios. The role of the Trusts under this agreement, insofar as the Federal securities laws are applicable, will consist of, among other things, offering shares of the Portfolios to the participating Separate Accounts and complying with any conditions that the Commission may impose upon granting the order requested herein. Applicants' Legal Analysis 1. In connection with the funding of scheduled premium variable life insurance contracts issued through a separate account registered as a unit investment trust (“UIT”) under the 1940 Act, Rule 6e-2(b)(15) provides partial exemptions from Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act. Section 9(a)(2) of the 1940 Act makes it unlawful for any company to serve as an investment adviser or principal underwriter of any UIT, if an affiliated person of that company is subject to a disqualification enumerated in Sections 9(a)(1) or

(2)of the 1940 Act. Sections 13(a), 15(a) and 15(b) of the 1940 Act have been deemed by the Commission to require “pass-through” voting with respect to an underlying investment company's shares. Rule 6e-2(b)(15) provides that these exemptions apply only where all of the assets of the UIT are shares of management investment companies “which offer their shares exclusively to variable life insurance separate accounts of the life insurer or of any affiliated life insurance company.” Therefore, the relief granted by Rule 6e-2(b)(15) is not available with respect to a scheduled premium life insurance separate account that owns shares of an underlying fund that also offers its shares to a variable annuity separate account or flexible premium variable life insurance separate account of the same company or any other affiliated insurance company. The use of a common management investment company as the underlying investment vehicle for both variable annuity and variable life insurance separate accounts of the same life insurance company or of any affiliated life insurance company is referred to herein as “mixed funding.” 2. The relief granted by Rule 6e-2(b)(15) also is not available with respect to a scheduled premium variable life insurance separate account that owns shares of an underlying fund that also offers its shares to separate accounts funding Variable Contracts of one or more unaffiliated life insurance companies. The use of a common management investment company as the underlying investment vehicle for variable annuity and/or variable life insurance separate accounts of unaffiliated life insurance companies is referred to herein as “shared funding.” 3. The relief under Rule 6e-2(b)(15) is available only where shares are offered exclusively to variable life insurance separate accounts of a life insurer or any affiliated life insurance company, additional exemptive relief is necessary if the shares of the Portfolios are also to be sold to Qualified Plans or other eligible holders of shares, as described above. Applicants note that if shares of the Portfolios are sold only to Qualified Plans, exemptive relief under Rule 6e-2 would not be necessary. The relief provided for under this section does not relate to Qualified Plans or to a registered investment company's ability to sell its shares to Qualified Plans. The use of a common management investment company as the underlying investment vehicle for variable annuity and variable life separate accounts of affiliated and unaffiliated insurance companies, and for Qualified Plans, is referred to herein as “extended mixed and shared funding.” 4. In connection with flexible premium variable life insurance contracts issued through a separate account registered under the 1940 Act as a UIT, Rule 6e-3(T)(b)(15) provides partial exemptions from Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act. The exemptions granted by Rule 6e-3(T)(b)(15) are available only where all the assets of the separate account consist of the shares of one or more registered management investment companies that offer to sell their shares “exclusively to separate accounts of the life insurer, or of any affiliated life insurance companies, offering either scheduled contracts or flexible contracts, or both; or which also offer their shares to variable annuity separate accounts of the life insurer or of an affiliated life insurance company or which offer their shares to any such life insurance company in consideration solely for advances made by the life insurer in connection with the operation of the separate account.” Therefore, Rule 6e-3(T)(b)(15) permits mixed funding but does not permit shared funding. 5. The relief under Rule 6e-3(T) is available only where shares are offered exclusively to variable life insurance separate accounts of a life insurer or any affiliated life insurance company, and additional exemptive relief is necessary if the shares of the Portfolios are also to be sold to Qualified Plans or other eligible holders of shares as described above. Applicants note that if shares of the Portfolios were sold only to Qualified Plans, exemptive relief under Rule 6e-3(T)(b)(15) would not be necessary. The relief provided for under this section does not relate to Qualified Plans or to a registered investment company's ability to sell its shares to Qualified Plans. 6. Applicants maintain, as discussed below, that there is no policy reason for the sale of the Portfolios' shares to Qualified Plans, to Wilshire Entities, or General Accounts to result in a prohibition against, or otherwise limit, a Participating Insurance Company from relying on the relief provided by Rules 6e-2(b)(15) and 6e-3(T)(b)(15). However, because the relief under Rules 6e-2(b)(15) and 6e-3(T)(b)(15) is available only when shares are offered exclusively to separate accounts, additional exemptive relief may be necessary if the shares of the Portfolios are also to be sold to Qualified Plans, Wilshire Entities, or General Accounts. Applicants therefore request relief in order to have the Participating Insurance Companies enjoy the benefits of the relief granted in Rules 6e-2(b)(15) and 6e-3(T)(b)(15). Applicants note that if the Portfolios' shares were to be sold only to Qualified Plans, Wilshire Entities, or General Accounts and/or separate accounts funding variable annuity contracts, exemptive relief under Rule 6e-2 and Rule 6e-3(T) would be unnecessary. The relief provided for under Rules 6e-2(b)(15) and 6e-3(T)(b)(15) does not relate to Qualified Plans, Wilshire Entities, or General Accounts, or to a registered investment company's ability to sell its shares to such purchasers. 7. Section 9(a)(3) of the 1940 Act provides that it is unlawful for any company to serve as investment adviser or principal underwriter of any registered open-end investment company if an affiliated person of that company is subject to a disqualification enumerated in Sections 9(a)(1) or (2). Rules 6e-2(b)(15)(i) and

(ii)and Rules 6e-3(T)(b)(15)(i) and

(ii)under the 1940 Act provide exemptions from Section 9(a) under certain circumstances, subject to the limitations discussed above on mixed and shared funding. These exemptions limit the application of the eligibility restrictions to affiliated individuals or companies that directly participate in management of the underlying management company. 8. The partial relief granted in Rules 6e-2(b)(15) and 6e-3(T)(b)(15) under the 1940 Act from the requirements of Section 9 of the 1940 Act recognizes that it is not necessary for the protection of investors or the purposes fairly intended by the policy and provisions of the 1940 Act to apply the provisions of Section 9(a) to individuals in a large insurance company complex, most of whom will have no involvement in matters pertaining to investment companies in that organization. The Participating Insurance Companies and Qualified Plans are not expected to play any role in the management of the Trusts. Those individuals who participate in the management of the Trusts will remain the same regardless of which Separate Accounts or Qualified Plans invest in the Trusts. Applying the monitoring requirements of Section 9(a) of the 1940 Act because of investment by separate accounts of other insurers or Qualified Plans would be unjustified and would not serve any regulatory purpose. 9. Rules 6e-2(b)(15)(iii) and 6e-3(T)(b)(15)(iii) under the 1940 Act provide exemptions from the pass-through voting requirement with respect to several significant matters, assuming the limitations on mixed and shared funding are observed. Rules 6e-2(b)(15)(iii)(A) and 6e-3(T)(b)(15)(iii)(A)(1) provide that the insurance company may disregard the voting instructions of its contract owners with respect to the investments of an underlying fund, or any contract between such a fund and its investment adviser, when required to do so by an insurance regulatory authority (subject to the provisions of paragraphs (b)(5)(i) and (b)(7)(ii)(A) of Rules 6e-2 and 6e-3(T), respectively, under the 1940 Act). Rules 6e-2(b)(15)(iii)(B) and 6e-3(T)(b)(15)(iii)(A)(2) provide that the insurance company may disregard the voting instructions of its contract owners if the contract owners initiate any change in an underlying fund's investment policies, principal underwriter, or any investment adviser (provided that disregarding such voting instructions is reasonable and subject to the other provisions of paragraphs (b)(5)(ii), (b)(7)(ii)(B), and (b)(7)(ii)(C), respectively, of Rules 6e-2 and 6e-3(T) under the 1940 Act). 10. Rule 6e-2 under the 1940 Act recognizes that a variable life insurance contract, as an insurance contract, has important elements unique to insurance contracts and is subject to extensive State regulation of insurance. In adopting Rule 6e-2(b)(15)(iii), the Commission expressly recognized that State insurance regulators have authority, pursuant to State insurance laws or regulations, to disapprove or require changes in investment policies, investment advisers, or principal underwriters. The Commission also expressly recognized that State insurance regulators have authority to require an insurer to draw from its general account to cover costs imposed upon the insurer by a change approved by contract owners over the insurer's objection. The Commission, therefore, deemed such exemptions necessary to assure the life insurer's solvency and performance of its contractual obligations by enabling an insurance regulatory authority or the life insurer to act when certain proposals reasonably could be expected to increase the risks undertaken by the life insurer. In this respect, flexible premium variable life insurance contracts are identical to scheduled premium variable life insurance contracts. Therefore, the corresponding provisions of Rule 6e-3(T) under the 1940 Act undoubtedly were adopted in recognition of the same factors. 11. The sale of Portfolio shares to Qualified Plans, Wilshire Entities, and General Accounts will not have any impact on the relief requested herein. With respect to the Qualified Plans, which are not registered as investment companies under the 1940 Act, there is no requirement to pass through voting rights to Qualified Plan participants. Indeed, to the contrary, applicable law expressly reserves voting rights associated with Qualified Plan assets to certain specified persons. Under Section 403(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), shares of a portfolio of a fund sold to a Qualified Plan must be held by the trustees of the Qualified Plan. Section 403(a) also provides that the trustee(s) must have exclusive authority and discretion to manage and control the Qualified Plan with two exceptions:

(i)When the Qualified Plan expressly provides that the trustee(s) are subject to the direction of a named fiduciary who is not a trustee, in which case the trustees are subject to proper directions made in accordance with the terms of the Qualified Plan and not contrary to ERISA, and

(ii)when the authority to manage, acquire, or dispose of assets of the Qualified Plan is delegated to one or more investment managers pursuant to Section 402(c)(3) of ERISA. Unless one of the above two exceptions stated in Section 403(a) applies, Qualified Plan trustees have the exclusive authority and responsibility for voting proxies. 12. Where a named fiduciary to a Qualified Plan appoints an investment manager, the investment manager has the responsibility to vote the shares held unless the right to vote such shares is reserved to the trustees or the named fiduciary. The Qualified Plans may have their trustee(s) or other fiduciaries exercise voting rights attributable to investment securities held by the Qualified Plans in their discretion. Some of the Qualified Plans, however, may provide for the trustee(s), an investment adviser (or advisers), or another named fiduciary to exercise voting rights in accordance with instructions from participants. Similarly, Wilshire Entities and General Accounts are not subject to any pass-through voting requirements. Accordingly, unlike the case with insurance company separate accounts, the issue of resolution of material irreconcilable conflicts with respect to voting is not present with Qualified Plans, Wilshire Entities, or General Accounts. 13. Where a Qualified Plan does not provide participants with the right to give voting instructions, the trustee or named fiduciary has responsibility to vote the shares held by the Qualified Plan. In this circumstance, the trustee has a fiduciary duty to vote the shares in the best interest of the Qualified Plan participants. Accordingly, even if Wilshire or an affiliate of Wilshire were to serve in the capacity of trustee or named fiduciary with voting responsibilities, Wilshire or its affiliate would have a fiduciary duty to vote those shares in the best interest of the Qualified Plan participants. 14. In addition, even if a Qualified Plan were to hold a controlling interest in a Portfolio, Applicants do not believe that such control would disadvantage other investors in such Portfolio to any greater extent than is the case when any institutional shareholder holds a majority of the voting securities of any open-end management investment company. In this regard, Applicants submit that investment in a Portfolio by a Qualified Plan will not create any of the voting complications occasioned by mixed funding or shared funding. Unlike mixed funding or shared funding, Qualified Plan investor voting rights cannot be frustrated by veto rights of insurers or State regulators. 15. Where a Qualified Plan provides participants with the right to give voting instructions, Applicants see no reason to believe that participants in Qualified Plans generally or those in a particular Qualified Plan, either as a single group or in combination with participants in other Qualified Plans, would vote in a manner that would disadvantage Variable Contract holders. The purchase of shares of Portfolios by Qualified Plans that provide voting rights does not present any complications not otherwise occasioned by mixed or shared funding. 16. Shared funding by unaffiliated insurance companies does not present any issues that do not already exist where a single insurance company is licensed to do business in several or all States. A particular State insurance regulatory body could require action that is inconsistent with the requirements of other States in which the insurance company offers its policies. The fact that different insurers may be domiciled in different States does not create a significantly different or enlarged problem. 17. Shared funding by unaffiliated insurers, in this respect, is no different than the use of the same investment company as the funding vehicle for affiliated insurers, which Rules 6e-2(b)(15) and 6e-3(T)(b)(15) under the 1940 Act permit. Affiliated insurers may be domiciled in different States and be subject to differing State law requirements. Affiliation does not reduce the potential, if any exists, for differences in State regulatory requirements. In any event, the conditions set forth below are designed to safeguard against, and provide procedures for resolving, any adverse effects that differences among State regulatory requirements may produce. If a particular State insurance regulator's decision conflicts with the majority of other State regulators, then the affected insurer will be required to withdraw its Separate Account's investment in the affected Trust. This requirement will be provided for in agreements that will be entered into by Participating Insurance Companies with respect to their participation in the relevant Portfolio. 18. Rules 6e-2(b)(15) and 6e-3(T)(b)(15) under the 1940 Act give the insurance company the right to disregard the voting instructions of the contract owners in certain circumstances. Affiliation does not eliminate the potential, if any exists, for divergent judgments as to the advisability or legality of a change in investment policies, principal underwriter, or investment adviser initiated by contract owners. The potential for disagreement is limited by the requirements in Rules 6e-2 and 6e-3(T) under the 1940 Act that the insurance company's disregard of voting instructions be reasonable and based on specific good-faith determinations. 19. A Participating Insurance Company's disregard of voting instructions, nevertheless, could conflict with the majority of contract owners' voting instructions. The Participating Insurance Company's action possibly could be different than the determination of all or some of the other insurers (including affiliated insurers) that the voting instructions of contract owners should prevail, and either could preclude a majority vote approving the change or could represent a minority view. If the Participating Insurance Company's judgment represents a minority position or would preclude a majority vote, then the Participating Insurance Company's may be required, at the affected Trust's election, to withdraw its Separate Account's investment in such Portfolio. No charge or penalty will be imposed as a result of such withdrawal. This requirement will be provided for in the agreements entered into with respect to participation by the Participating Insurance Companies in each Portfolio. 20. Each Portfolio will be managed to attempt to achieve the investment objective or objectives of such Portfolio, and not to favor or disfavor any particular Participating Insurance Company or type of insurance product. There is no reason to believe that different features of various types of contracts, including the “minimum death benefit” guarantee under certain variable life insurance contracts, will lead to different investment policies for different types of Variable Contracts. To the extent that the degree of risk may differ as between variable annuity contracts and variable life insurance policies, the different insurance charges imposed, in effect, adjust any such differences and equalize the insurers' exposure in either case. 21. Applicants do not believe that the sale of the shares of the Portfolios to Qualified Plans will increase the potential for material irreconcilable conflicts of interest between or among different types of investors. In particular, Applicants see very little potential for such conflicts beyond those which would otherwise exist between variable annuity and variable life insurance contract owners. Moreover, in considering the appropriateness of the requested relief, Applicants have analyzed the following issues to assure themselves that there were either no conflicts of interest or that there existed the ability by the affected parties to resolve the issues without harm to the contract owners in the Separate Accounts or to the participants under the Qualified Plans. 22. Applicants considered whether there are any issues raised under the Internal Revnue Code of l986, as amended, (the “Code”), the regulations issued by the Treasury Department (the “Regulations”), or the revenue rulings issued by the Internal Revenue Service (the “Revenue Rulings”), if Qualified Plans, variable annuity separate accounts, and variable life insurance separate accounts all invest in the same underlying fund. Section 817(h) of the Code imposes certain diversification standards on the underlying assets of Variable Contracts held in an underlying mutual fund. The Code provides that a Variable Contract shall not be treated as an annuity contract or life insurance, as applicable, for any period (and any subsequent period) for which the investments are not, in accordance with regulations prescribed by the Treasury Department, adequately diversified. 23. Regulations issued under Section 817(h) provide that, in order to meet the statutory diversification requirements, all of the beneficial interests in the investment company must be held by the segregated asset accounts of one or more insurance companies. However, the Regulations contain certain exceptions to this requirement, one of which allows shares in an underlying mutual fund to be held by the trustees of a qualified pension or retirement plan without adversely affecting the ability of such shares also to be held by separate accounts of insurance companies in connection with their Variable Contracts. Thus, the Regulations specifically permit “qualified pension or retirement plans” and separate accounts to invest in the same underlying fund. For this reason, Applicants have concluded that neither the Code, nor Regulations, nor Revenue Rulings thereunder, present any inherent conflicts of interest if the Qualified Plans and Separate Accounts all invest in the same Portfolio. 24. Applicants note that while there are differences in the manner in which distributions from Variable Contracts and Qualified Plans are taxed, these differences will have no impact on the Trusts. When distributions are to be made, and a Separate Account or Qualified Plan is unable to net purchase payments to make the distributions, the Separate Account and Qualified Plan will redeem shares of the relevant Portfolio at their respective net asset value in conformity with Rule 22c-1 under the 1940 Act (without the imposition of any sales charge) to provide proceeds to meet distribution needs. A Participating Insurance Company then will make distributions in accordance with the terms of its Variable Contract, and a Qualified Plan then will make distributions in accordance with the terms of the Qualified Plan. 25. In connection with any meeting of shareholders, the soliciting Trust will inform each shareholder, including each Separate Account, Qualified Plan, Wilshire Entities, and General Account, of information necessary for the meeting, including their respective share of ownership in the relevant Portfolio. Each Participating Insurance Company then will solicit voting instructions in accordance with Rules 6e-2 and 6e-3(T), as applicable, and its agreement with the Trusts concerning participation in the relevant Portfolio. Shares of a Portfolio that are held by Wilshire Entities and any General Account will be voted in the same proportion as all Variable Contract owners having voting rights with respect to that Portfolio. However, Wilshire Entities and any General Account will vote their shares in such other manner as the Commission may require. Shares held by Qualified Plans will be voted in accordance with applicable law. The voting rights provided to Qualified Plans with respect to shares of a Portfolio would be no different from the voting rights that are provided to Qualified Plans with respect to shares of funds sold to the general public. Furthermore, if a material irreconcilable conflict arises because of a Qualified Plan's decision to disregard Qualified Plan participant voting instructions, if applicable, and that decision represents a minority position or would preclude a majority vote, the Qualified Plan may be required, at the election of the affected Trust, to withdraw its investment in such Portfolio, and no charge or penalty will be imposed as a result of such withdrawal. 26. Applicants reviewed whether a “senior security,” as such term is defined under Section 18(g) of the 1940 Act, is created with respect to any Variable Contract owner as opposed to a participant under a Qualified Plan, Wilshire Entities, or a General Account. Applicants concluded that the ability of the Trusts to sell shares of their Portfolios directly to Qualified Plans, Wilshire Entities, or a General Account does not create a senior security. “Senior security” is defined under Section 18(g) of the 1940 Act to include “any stock of a class having priority over any other class as to distribution of assets or payment of dividends.” As noted above, regardless of the rights and benefits of participants under Qualified Plans, or contract owners under Variable Contracts, the Qualified Plans, Wilshire Entities, General Accounts and the Separate Accounts only have rights with respect to their respective shares of the Portfolio. They only can redeem such shares at net asset value. No shareholder of a Portfolio has any preference over any other shareholder with respect to distribution of assets or payment of dividends. Applicants' Conditions Applicants and the Wilshire Entities agree that the order granting the requested relief shall be subject to the following conditions which shall apply to the Trust as well as any Future Trust that relies on the order: 1. A majority of the Board of Trustees (the “Board”) of the Trust will consist of persons who are not “interested persons” of the Trust, as defined by Section 2(a)(19) of the 1940 Act, and the rules thereunder, and as modified by any applicable orders of the Commission, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any trustee or trustees, then the operation of this condition will be suspended:

(a)For a period of 90 days if the vacancy or vacancies may be filled by the Board;

(b)for a period of 150 days if a vote of shareholders is required to fill the vacancy or vacancies; or

(c)for such longer period as the Commission may prescribe by order upon application or by future rule. 2. The Board will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Separate Accounts and participants of all Qualified Plans investing in such Trust, and determine what action, if any, should be taken in response to such conflicts. A material irreconcilable conflict may arise for a variety of reasons, including:

(a)An action by any State insurance regulatory authority;

(b)a change in applicable Federal or State insurance tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities;

(c)an administrative or judicial decision in any relevant proceeding;

(d)the manner in which the investments of such Trust are being managed;

(e)a difference in voting instructions given by variable annuity contract owners, variable life insurance contract owners, and trustees of the Qualified Plans;

(f)a decision by a Participating Insurance Company to disregard the voting instructions of contract owners; or

(g)if applicable, a decision by a Qualified Plan to disregard the voting instructions of Qualified Plan participants. 3. Participating Insurance Companies (on their own behalf, as well as by virtue of any investment of general account assets in a Portfolio), Wilshire Entities, and any Qualified Plan that executes a participation agreement upon becoming an owner of 10 percent or more of the assets of any Portfolio (collectively, “Participants”) will report any potential or existing conflicts to the Board. Participants will be responsible for assisting the Board in carrying out the Board's responsibilities under these conditions by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This responsibility includes, but is not limited to, an obligation by each Participating Insurance Company to inform the Board whenever contract owner voting instructions are disregarded, and, if pass-through voting is applicable, an obligation by each Qualified Plan to inform the Board whenever it has determined to disregard Qualified Plan participant voting instructions. The responsibility to report such information and conflicts, and to assist the Board, will be a contractual obligation of all Participating Insurance Companies under their participation agreements with the Trust, and these responsibilities will be carried out with a view only to the interests of the contract owners. The responsibility to report such information and conflicts, and to assist the Board, also will be contractual obligations of all Qualified Plans with participation agreements, and such agreements will provide that these responsibilities will be carried out with a view only to the interests of Qualified Plan participants. 4. If it is determined by a majority of the Board, or a majority of the disinterested trustees of the Board, that a material irreconcilable conflict exists, then the relevant Participant will, at its expense and to the extent reasonably practicable (as determined by a majority of the disinterested trustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, up to and including:

(a)Withdrawing the assets allocable to some or all of the Separate Accounts from the relevant Portfolio and reinvesting such assets in a different investment vehicle including another Portfolio, or in the case of Participating Insurance Company Participants submitting the question as to whether such segregation should be implemented to a vote of all affected contract owners and, as appropriate, segregating the assets of any appropriate group ( *i.e.* , annuity contract owners or life insurance contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change;

(b)establishing a new registered management investment company or managed separate account; and

(c)withdrawing the assets allocable to some or all of the Qualified Plans from the affected Portfolio or Participating Insurance Company and reinvesting those assets in a different investment medium. If a material irreconcilable conflict arises because of a decision by a Participating Insurance Company to disregard contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, then the insurer may be required, at the election of the Trust, to withdraw such insurer's Separate Account's investment in the Trust, and no charge or penalty will be imposed as a result of such withdrawal. If a material irreconcilable conflict arises because of a Qualified Plan's decision to disregard Qualified Plan participant voting instructions, if applicable, and that decision represents a minority position or would preclude a majority vote, the Qualified Plan may be required, at the election of the Trust, to withdraw its investment in the Trust, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take remedial action in the event of a Board determination of a material irreconcilable conflict and to bear the cost of such remedial action will be a contractual obligation of all Participants under their agreements governing participation in the Trust, and these responsibilities will be carried out with a view only to the interests of contract owners and Qualified Plan participants. For purposes of this Condition 4, a majority of the disinterested members of the Board will determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but, in no event will the Trust or Wilshire, as relevant, be required to establish a new funding vehicle for any Variable Contract. No Participating Insurance Company will be required by this Condition 4 to establish a new funding vehicle for any Variable Contract if any offer to do so has been declined by vote of a majority of the contract owners materially and adversely affected by the material irreconcilable conflict. Further, no Qualified Plan will be required by this Condition 4 to establish a new funding vehicle for the Qualified Plan if:

(a)A majority of the Qualified Plan participants materially and adversely affected by the irreconcilable material conflict vote to decline such offer, or

(b)pursuant to documents governing the Qualified Plan, the Qualified Plan makes such decision without a Qualified Plan participant vote. 5. The Board's determination of the existence of a material irreconcilable conflict and its implications will be made known in writing promptly to all Participants. 6. As to Variable Contracts issued by Separate Accounts registered under the 1940 Act, Participating Insurance Companies will provide pass-through voting privileges to all Variable Contract owners as required by the 1940 Act as interpreted by the Commission. However, as to Variable Contracts issued by unregistered Separate Accounts, pass-through voting privileges will be extended to contract owners to the extent granted by the issuing insurance company. Accordingly, such Participants, where applicable, will vote shares of the applicable Portfolio held in their Separate Accounts in a manner consistent with voting instructions timely received from Variable Contract owners. Participating Insurance Companies will be responsible for assuring that each Separate Account investing in a Portfolio calculates voting privileges in a manner consistent with other Participants. The obligation to calculate voting privileges as provided in this Application will be a contractual obligation of all Participating Insurance Companies under their agreement with the Trusts governing participation in a Portfolio. Each Participating Insurance Company will vote shares for which it has not received timely voting instructions, as well as shares it owns through its General Account or otherwise attributed to it, in the same proportion as it votes those shares for which it has received voting instructions. Each Qualified Plan will vote as required by applicable law and governing Qualified Plan documents. 7. As long as the 1940 Act requires pass-through voting privileges to be provided to variable contract owners, Wilshire Entities and any General Account will vote their respective shares of any Portfolio in the same proportion of all variable contract owners having voting rights with respect to that Portfolio; provided; however, that any Wilshire Entity or any insurance company General Account shall vote its shares in such other manner as may be required by the Commission or its staff. 8. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, which for these purposes, shall be the persons having a voting interest in the shares of the respective Portfolio, and, in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the funds of the type described in the Section 16(c) of the 1940 Act), as well as with Section 16(a) of the 1940 Act and, if and when applicable, Section 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto. 9. The Trust will notify all Participants that Separate Account prospectus disclosure or Qualified Plan prospectuses or other Qualified Plan disclosure documents regarding potential risks of mixed and shared funding may be appropriate. The Trust will disclose in its prospectus that

(a)Shares of the Trust may be offered to Separate Accounts of both variable annuity and variable life insurance contracts and, if applicable, to Qualified Plans;

(b)due to differences in tax treatment and other considerations, the interests of various contract owners participating in the Trust and the interests of Qualified Plans investing in the Trust, if applicable, may conflict; and

(c)the Trust's Board will monitor events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. 10. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or proposed Rule 6e-3 under the 1940 Act is adopted, to provide exemptive relief from any provision of the 1940 Act, or the rules promulgated thereunder, with respect to mixed or shared funding, on terms and conditions materially different from any exemptions granted in the order requested in this Application, then the Trust and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), or Rule 6e-3, as such rules are applicable. 11. The Participants, at least annually, will submit to the Board such reports, materials, or data as a Board reasonably may request so that the trustees of the Board may fully carry out the obligations imposed upon the Board by the conditions contained in this application. Such reports, materials, and data will be submitted more frequently if deemed appropriate by the Board. The obligations of the Participants to provide these reports, materials, and data to the Board, when it so reasonably requests, will be a contractual obligation of all Participants under their agreements governing participation in the Portfolios. 12. All reports of potential or existing conflicts received by the Board, and all Board action with regard to determining the existence of a conflict, notifying Participants of a conflict, and determining whether any proposed action adequately remedies a conflict, will be properly recorded in the minutes of the Board or other appropriate records, and such minutes or other records shall be made available to the Commission upon request. 13. The Trust will not accept a purchase order from a Qualified Plan if such purchase would make the Qualified Plan shareholder an owner of 10 percent or more of the assets of such Portfolio unless such Qualified Plan executes an agreement with the Trust governing participation in such Portfolio that includes the conditions set forth herein to the extent applicable. A Qualified Plan or Qualified Plan participant will execute an application containing an acknowledgment of this condition at the time of its initial purchase of shares of any Portfolio. 14. A Portfolio will make its shares available under a Variable Contract and/or Qualified Plan at or about the same time as it accepts any seed capital from any Wilshire Entity or any General Account of a Participating Insurance Company. Conclusions Applicants submit, based on the grounds summarized above, that the exemptions requested are necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the 1940 Act. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Florence E. Harmon, Deputy Secretary. [FR Doc. E7-3068 Filed 2-22-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55308; File No. SR-CHX-2006-38] Self-Regulatory Organizations; Chicago Stock Exchange, Inc.; Notice of Filing of a Proposed Rule Change To Extend the Late Trading Session and To Permit Only the Execution of Cross Orders During That Session February 15, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on December 22, 2006, the Chicago Stock Exchange, Inc. (the “CHX” or the “Exchange”) 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 CHX. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend its rules

(i)To extend its late trading session until 4 p.m. and

(ii)to provide that only cross orders may be executed during that session. The text of this proposed rule change is available on the Exchange's Web site at *http://www.chx.com/rules/proposed_rules.htm* , at the Exchange's principal office, and in 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 CHX included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received regarding the proposal. The text of these statements may be examined at the places specified in Item IV below. The CHX has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose In the Exchange's new trading model, the Exchange conducts two trading sessions. The first session—called the regular trading session—is held from 8:30 a.m. (Central Time) to 3 p.m. (Central Time). 3 The second trading session—called the late trading session—is held from the end of the regular session until 3:30 p.m. (Central Time). The Exchange's Matching System begins accepting orders for the late trading session immediately after the closing of the regular trading session in a security. 4 3 The regular trading session for certain ETFs extends to 3:15 p.m. (Central Time). 4 *See* CHX Rules, Article 20, Rule 8(c)(3). All orders remaining in the Matching System at the end of the regular trading session are cancelled back to the firms that submitted them; firms must submit new orders if they seek to trade in the late trading session. Through this proposal, the Exchange seeks to extend its late trading session by one-half hour, to 4 p.m. (Central Time), and to confirm that only cross orders may be executed during the late trading session. The slightly longer trading session is designed to allow CHX participants to trade for a full hour after the normal close of the regular trading session. The cross-orders-only rule simply confirms that CHX participants may only submit cross orders for execution during the late trading session. 5 The Exchange believes that it is appropriate to limit the late trading session to cross orders for a variety of reasons—including the fact that doing so is consistent with the types of orders currently submitted by CHX participants during its current after-hours trading session. 6 The Exchange also believes that this proposal is consistent with late trading sessions operated by other markets. 7 5 In connection with this change to allow only cross orders to be executed during the late trading session, the Exchange is proposing a change in its definition of “NBBO” to confirm that it applies only to protected quotes disseminated during regular trading hours. Without this change, a cross order in the late trading session technically would be required to be submitted at a price that is at or better than the NBBO during the late trading session (if markets are disseminating protected quotes), even though the trade-through provisions of Rule 611 of Regulation NMS do not apply during that session. *See* Article 20, Rule 4(b)(4)(defining a cross order as one that is equal to or better than the NBBO). 6 Under the rules relating to its soon-to-be-retired trading model, the Exchange's MAX® system is not available for trading in the post-primary trading session, which begins immediately after the end of the regular trading session. *See* Article XX, Rule 37, Interpretation and Policy .05. The Exchange's floor brokers can receive and execute orders during the post-primary trading session and often execute those orders as cross transactions. 7 Other markets have instituted trading sessions that occur after the end of regular trading and that involve the execution of cross transactions. *See,* *e.g.* , Boston Stock Exchange Rules, Ch. IIC (Extended Hours Crossing Session), Section 4 (noting that “only matched orders are eligible for execution during the ETS”); New York Stock Exchange 900 Series Rules ((”Off-Hours Trading Facility Rules”) including Rules 902 and 907 (describing different types of coupled orders that can be executed during the NYSE off-hours sessions)). 2. Statutory Basis Approval of the rule changes proposed in this submission is consistent with the requirements of the Act and the rules and regulations thereunder that are applicable to a national securities exchange, and, in particular, with the requirements of Section 6(b) of the Act. 8 In particular, the proposed changes are consistent with Section 6(b)(5) of the Act, 9 because they would promote just and equitable principles of trade, remove impediments to, and perfect the mechanism of, a free and open market and a national market system, and, in general, protect investors and the public interest by permitting the Exchange to operate a late trading session during which only cross orders are eligible for execution. 8 15 U.S.C. 78f(b). 9 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule changes would impose any burden on competition. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received from Members, Participants or Others No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 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 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 e-mail to *rule-comments@sec.gov* . Please include File No. SR-CHX-2006-38 on the subject line. Paper Comments: • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File No. SR-CHX-2006-38. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing will also be available for inspection and copying at the principal office of the CHX. 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 No. SR-CHX-2006-38 and should be submitted on or before March 16, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 10 10 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-3090 Filed 2-22-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55306; File No. SR-DTC-2006-21] Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify Fee in Connection With Its Offering of a Mechanism by Which It Collects and Passes-Through Fees Owed by Participants to American Depositary Receipt Agents for Certain Issues February 15, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 notice is hereby given that on December 29, 2006, The Depository Trust Company (“DTC”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change described in Items I, II, and III below, which items have been prepared primarily by DTC. DTC filed the proposed rule change pursuant to Section 19(b)(3)(A)(ii) of the Act 2 and Rule 19b-4(f)(2) 3 thereunder so that the proposal was effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the rule change from interested parties. 1 15 U.S.C. 78s(b)(1). 2 15 U.S.C. 78s(b)(3)(A)(ii). 3 17 CFR 240.19b-4(f)(2). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The purpose of the rule change is to modify DTC's fee for offering the mechanism by which it collects and passes-through fees owed by participants to American Depositary Receipt (“ADR”) agents for certain issues. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, DTC included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. DTC has prepared summaries, set forth in sections (A), (B), and

(C)below, of the most significant aspects of these statements. 4 4 The Commission has modified the text of the summaries prepared by DTC. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change Typically, an ADR agent is authorized under its agreement with the issuer to impose a custody fee on holders of the issue. A common practice for collection of this fee is for the ADR agent to subtract the amount of the fee from the gross dividend payable to the ADR holders. This practice is effectuated by DTC announcing to participants both the gross dividend rate and the net dividend rate after deduction of the ADR custody fee, and the ADR agent paying DTC the net dividend and DTC allocating the net dividend to participants. However, a number of ADR issues do not pay periodic dividends, which prevents the associated fees from being collected through the above-described mechanism. Pursuant to discussions with industry representatives and in order to facilitate a more efficient ADR fee collection process, DTC recently introduced a mechanism by which it collects from participants and passes through to ADR agents custody fees for issues that do not pay periodic dividends as such fees are reported to DTC by the ADR agents. 5 DTC discussed that proposal with three divisions of the Securities Industry Association (“SIA”), the Corporate Actions Division, Dividends Division, and Securities Operations Divisions (“SOD”). The SOD Regulatory and Clearance Committee prepared and sent to DTC a memorandum on DTC's proposal. The memorandum concluded that DTC should collect such fees through its normal monthly billing process. 6 5 Securities Exchange Act Release No. 34-53970 (June 12, 2006), 71 FR 34974 (June 16, 2006) [File No. SR-DTC-2006-08]. 6 Memorandum from Albert Howell, Chairman, Regulatory & Clearance Committee, Securities Operations Division, Securities Industry Association, to William Hodash, Managing Director, The Depository Trust and Clearing Company (March 7, 2006). In order to cover costs incurred in collecting fees associated with ADR issues that do not pay periodic dividends, DTC currently retains a collection charge equal to three percent (3%) of the ADR agent fee amount collected from each participant up to a maximum of $4,000 per CUSIP per participant position. DTC does not retain a fee if the computed collection charge is less than $50. Due to recently implemented processing improvements, DTC has determined that the costs incurred in providing the collection function have decreased. DTC is modifying the fee it retains for this service by changing the frequency of the charge from one levied per CUSIP per participant position to one levied per CUSIP only. DTC is also changing the maximum amount collected from $4,000 per CUSIP per participant position to $10,000 per CUSIP. DTC projects that these changes will result in an overall reduction in the charges DTC retains for this service in an amount consistent with the overall reduction in the cost of offering the service. The modified fee became effective January 2, 2007. DTC believes the proposed rule change is consistent with Section 17A of the Act, 7 as amended, because it updates its fee schedule. As such, it provides for the equitable allocation of fees among its participants and aligns fees for services with the associated cost to deliver the service. 7 15 U.S.C. 78q-1. B. Self-Regulatory Organization's Statement on Burden on Competition DTC does not believe that the proposed rule change will have any impact or impose any burden on competition. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments relating to the proposed rule change have not yet been solicited or received. DTC will notify the Commission of any written comments received by DTC. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing proposed rule change has become effective upon filing pursuant to Section 19(b)(3)(A)(ii) of the Act 8 and Rule 19b-4(f)(2) 9 thereunder because the rule establishes a due, fee, or other charge. At any time within sixty days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 8 15 U.S.C. 78s(b)(3)(A)(ii). 9 17 CFR 240.19b-4(f)(2). 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 e-mail to *rule-comments@sec.gov* . Please include File Number SR-DTC-2006-21 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-DTC-2006-21. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Section, 100 F Street, NE., Washington, DC 20549. Copies of such filings also will be available for inspection and copying at the principal office of DTC and on DTC's Web site at *https://login.dtcc.com/dtcorg/* . 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-DTC-2006-21 and should be submitted on or before March 16, 2007. For the Commission by the Division of Market Regulation, pursuant to delegated authority. 10 10 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-3072 Filed 2-22-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55289; File No. SR-ISE-2007-04] Self-Regulatory Organizations; International Securities Exchange, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Network Fee Changes February 13, 2007. Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”), 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on January 17, 2007, the International Securities Exchange, LLC (“ISE” or “Exchange”) 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 substantially prepared by the ISE. The ISE has designated this proposal as one establishing or changing a due, fee, or other charge applicable only to a member under section 19(b)(3)(A)(ii) of the Act, 3 and rule 19b-4(f)(2) thereunder, 4 which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A)(ii). 4 17 CFR 240.19b-4(f)(2). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The ISE is proposing to amend its Schedule of Fees to adopt a tiered structure for one of the Exchange's network fees. The text of the proposed rule change is available at the Exchange, the Commission's Public Reference Room, and at *http://www.iseoptions.com.* 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 ISE included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in item IV below. The ISE has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of this proposed rule change is to amend the Exchange's Schedule of Fees to adopt a tiered structure for the Ethernet/Managed Service Provider fee charged to members. The Ethernet/Managed Service Provider fee is a fee charged to ISE members to access the ISE's trading system via an Ethernet connection or a third-party managed service provider. The Ethernet/Managed Service Provider connection carries the same information (such as quotation and trade information) as other forms of connection (such as T-1 and T-3 point-to-point connections) and does not require any changes to the Exchange's surveillance or communications rules. There is no change to, or impact on, the Exchange's trading systems as a result of this method of connection. An Ethernet/Managed Service Provider connection enables users to acquire bandwidth in megabit increments. The ISE currently charges members $25.00 per Megabit (MB), and members may purchase up to 15MBs. The Exchange recently launched a new service whereby members will now be able to purchase up to 1000MBs. To bring this network fee in line with the new service, the ISE proposes to establish a new pricing structure for connection speeds. Specifically, the ISE proposes to charge members $100.00 per month for a member's purchase of up to 10MBs of connection speed, $250.00 per month for the purchase of 11 to 100MBs of connection speed, and $500.00 per month for the purchase of 101MBs to 1GB (1000MBs) of connection speed. These fees will be charged on a per connection basis. As noted above, the Exchange previously limited any connection to a maximum of 15MBs. The Exchange notes that the fees proposed herein are intended to cover and reasonably relate to its costs in rolling out and supporting the new service. 2. Statutory Basis The basis under the Act for this proposed rule change is the requirement under section 6(b)(4) 5 that an exchange have an equitable allocation of reasonable dues, fees and other charges among its members and other persons using its facilities. In particular, these fees will enable the Exchange to cover its costs in providing a faster form of connectivity by members to the Exchange. 5 15 U.S.C. 78f(b)(4). B. Self-Regulatory Organization's Statement on Burden on Competition The proposed rule change does not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others The Exchange has not solicited, and does not intend to solicit, comments on this proposed rule change. The Exchange has not received any unsolicited written comments from members or other interested parties. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 6 and paragraph

(f)of Rule 19b-4 7 thereunder. At any time within 60 days of the filing of such proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 6 15 U.S.C. 78s(b)(3)(A). 7 17 CFR 19b-4(f). 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 e-mail to *rule-comments@sec.gov* . Please include File No. SR-ISE-2007-04 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-ISE-2007-04. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing also will be available for inspection and copying at the principal office of the ISE. 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-ISE-2007-04 and should be submitted on or before March 16, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 8 8 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-3069 Filed 2-22-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55288; File No. SR-ISE-2007-09] Self-Regulatory Organizations; International Securities Exchange, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change, and Amendment No. 1 Thereto, To Establish Fee Discounts for Its Enhanced Sentiment Market Data Offering February 13, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on January 26, 2007, the International Securities Exchange, LLC (“ISE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been substantially prepared by the ISE. The Exchange filed the proposal pursuant to Section 19(b)(3)(A) of the Act 3 and Rule 19b-4(f)(6) thereunder, 4 which renders the proposal effective upon filing with the Commission. On February 9, 2007, the Exchange filed Amendment No. 1 to the proposed rule change. 5 The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A). 4 17 CFR 240.19b-4(f)(6). 5 In Amendment No. 1, the Exchange more clearly identifies the text it proposes to add to its Schedule of Fees, adds an explanation of certain of that proposed new language, and clarifies its description of the proposed discount. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend its Schedule of Fees to adopt a discounted fee for a multi-product subscription of its enhanced sentiment market data offering (“ISEE Select TM ”). The text of the proposed rule change is available at the Exchange, on the Exchange's Web site at *http://www.iseoptions.com/legal/proposed_rule_changes.asp* , 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 Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose Pursuant to a filing previously approved by the Commission, the Exchange currently sells on a subscription basis, to both members and non-members, ISEE Select. 6 ISEE Select is based on the ISE Sentiment Index®, or ISEE®, a calculation that represents an overall view of market sentiment. The ISEE provides an intra-day picture of how investors view stock prices by assessing customers' option trading activity. Unlike the traditional put/call ratio, which makes no distinction between customer, market maker or firm transactions, the ISEE measures only opening long customer transactions on the ISE. The ISE updates the current ISEE value hourly during market hours and posts it for free on its Web site. 7 6 *See* Securities Exchange Act Release Nos. 53532 (March 21, 2006), 71 FR 15501 (March 28, 2006) (SR-ISE-2005-56) (Notice of Filing of Proposed Rule Change to Establish Fees for Enhanced Sentiment Market Data); 53756 (May 3, 2006), 71 FR 27526 (May 11, 2006) (SR-ISE-2005-56) (Order Approving Proposed Rule Change to Establish Fees for Enhanced Sentiment Market Data) (“Initial Filing”). 7 *http://www.iseoptions.com/marketplace/statistics/sentiment_index.asp.* Pursuant to the Initial Filing, ISEE Select allows subscribers to identify bullish and bearish investor sentiment for nearly any issue traded on the Exchange using the same formula that is used for the ISEE calculation. Where the ISEE is a single value for the overall market sentiment, ISEE Select provides specific information to allow an end user to retrieve a sentiment value for an individual symbol via a user-defined query tool. In addition to the user-defined query tool, ISE also offers a pre-defined scanning tool that combs the market for sentiment levels that meet pre-defined parameters. ISEE Select provides sentiment values for particular indices, industry sectors or individual stocks and is calculated three times per hour versus only one time per hour for the ISEE. ISEE Select is currently available to on-line investors on a subscription basis as follows:

(i)100 user-defined queries for $11.95 per month;

(ii)200 user-defined queries for $14.95 per month;

(iii)unlimited user-defined queries for $19.95 per month; and

(iv)unlimited pre-defined queries for $11.95 per month. ISEE Select is also offered by third-parties that participate in the Exchange's Marketing Alliance program. 8 Customers of participating third-parties are able to take advantage of a discounted price for the same four subscription levels. The discounted rates for these subscribers are as follows:

(i)100 user-defined queries for $9.95 per month;

(ii)200 user-defined queries for $11.95 per month;

(iii)unlimited user-defined queries for $15.95 per month; and

(iv)unlimited pre-defined queries for $9.95 per month. 8 When the Commission published the Initial Filing, the Marketing Alliance program was known as the ISE Broker Marketing Alliance, and participation in it was limited to broker-dealers. Following the launch of the ISEE Select market data offering, and in response to the interest the Exchange received from many non-broker-dealers wishing to participate in the Marketing Alliance program, the Exchange subsequently expanded the program by eliminating its limitation to only broker-dealers. *See* Securities Exchange Act Release Nos. 54508 (September 26, 2006) 71 FR 58459 (October 3, 2006) (SR-ISE-2006-44) (Notice of Filing of Proposed Rule Change to Expand the Broker Marketing Alliance to Include Non-Broker-Dealers with Regard to Enhanced Sentiment Market Data Offering); 54704 (November 3, 2006), 71 FR 65859 (November 9, 2006) (SR-ISE-2006-44) (Order Approving Proposed Rule Change to Expand the Broker Marketing Alliance to Include Non-Broker-Dealers with Regard to Enhanced Sentiment Market Data Offering). The Exchange now proposes to offer to both member and non-member subscribers the following multi-product discounted subscription fees: $24.95 per month for customers who subscribe directly through ISE to both the unlimited pre-defined query and either 200 user-defined queries or unlimited user-defined queries; or $19.95 per month for customers of the Marketing Alliance program partners that subscribe to both the unlimited pre-defined query and either 200 user-defined queries or unlimited user-defined queries. The Exchange notes that the multi-product discounts noted above are an actual reduction of the actual subscription fees for the products to which they apply. If not for the multi-product discount that is proposed in this filing, for on-line subscribers directly through the ISE, these fees would be

(i)$26.90 per month for subscribers to both unlimited pre-defined queries and 200 user-defined queries, or

(ii)$31.90 per month for subscribers to both unlimited pre-defined queries and unlimited user-defined queries. For customers of the Marketing Alliance program partners, if not for the multi-product discount, these fees would be

(i)$21.90 per month for subscribers to both unlimited pre-defined queries and 200 user-defined queries, or

(ii)$25.90 per month for subscribers to both unlimited pre-defined queries and unlimited user-defined queries. Finally, the Exchange notes that the addition of the word “user-defined” to its Schedule of Fees is a clarifying change and not a substantive one. The enhanced sentiment market data offering that is currently sold by the Exchange consists of both a user-defined query tool and a pre-defined query tool. The purpose for adding the word “user-defined” is to differentiate it from the “pre-defined” query tool. 2. Statutory Basis The basis under the Act for this proposed rule change is the requirement under Section 6(b)(4), that an exchange have an equitable allocation of reasonable dues, fees and other charges among its members and other persons using its facilities. In particular, the proposed rule filing will provide both members and non-members a multi-product discount for subscription to ISEE Select. 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 Because the forgoing rule change does not:

(1)Significantly affect the protection of investors or the public interest;

(2)impose any significant burden on competition; and

(3)become operative for 30 days after the date of this filing, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-4(f)(6) thereunder. 9 9 In addition, Rule 19b-4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The ISE satisfied this requirement. A proposed rule change filed under 19b-4(f)(6) normally may not become operative prior to 30 days after the date of filing. However, Rule 19b-4(f)(6)(iii) permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has requested that the Commission waive the 30-day operative delay. Prior to approving the current fee structure for ISEE Select, the Commission solicited comments from interested people, and no comments were received. 10 The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest because such waiver would allow for immediate implementation of the proposed fee discount for this product, which is available to both members and non-members of the Exchange alike. In addition, this proposed rule change presents no novel issues. For these reasons, the Commission designates the proposed rule change to be effective and operative upon filing with the Commission. 11 10 *See* Securities Exchange Act Release Nos. 54508 and 54704, *supra* at n.8. 11 For the purposes only of waiving the 30-day operative delay, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). At any time within 60 days of the filing of such proposed rule change the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors or otherwise in furtherance of the purposes of the Act. 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 e-mail to *rule-comments@sec.gov* . Please include File Number SR-ISE-2007-09 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-ISE-2007-09. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-ISE-2007-09 and should be submitted on or before March 16, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 12 12 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-3075 Filed 2-22-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55309; File No. SR-ISE-2007-11] Self-Regulatory Organizations; International Securities Exchange, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating To Delay in the Implementation of the Trading Phase Date of Regulation NMS February 16, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on February 5, 2007, the International Securities Exchange, LLC (“ISE” or “Exchange”) 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 substantially prepared by the ISE. The ISE has designated this proposal as one constituting a stated policy, practice, or interpretation with respect to the meaning, administration, or enforcement of an existing rule under Section 19(b)(3)(A)(i) of the Act, 3 and Rule 19b-4(f)(1) thereunder, 4 which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A)(i). 4 17 CFR 240.19b-4(f)(1). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The ISE is proposing to remove the reference to “February 5, 2007” from its rules based upon the delay in the implementation of the Trading Phase Date of Regulation NMS under the Act. The text of the proposed rule change is available at ISE, the Commission's Public Reference Room, and *http://www.ise.com* . II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose Based upon the delay in the implementation of the Trading Phase Date of Regulation NMS, 5 the Exchange is proposing to revise rule language to incorporate this delay. 5 *See* Securities Exchange Act Release No. 55160 (January 24, 2007), 72 FR 4202 (January 30, 2007) (File No. S7-10-04). 2. Statutory Basis The ISE believes that the proposed rule change is consistent with the Act and the rules and regulations under the Act applicable to a national securities exchange and, in particular, the requirements of Section 6(b) of the Act. 6 Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) 7 requirements that the rules of an exchange be designed to promote just and equitable principles of trade, serve to remove impediments to and perfect the mechanism for a free and open market and a national market system, and, in general, to protect investors and the public interest. In particular, the Exchange believes that this filing will provide investors with more flexibility in entering orders and receiving executions of such orders. 6 15 U.S.C. 78f(b). 7 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others The Exchange has not solicited, and does not intend to solicit, comments on this proposed rule change. The Exchange has not received any unsolicited written comments from members or other interested parties. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing proposed rule change will take effect upon filing with the Commission pursuant to Section 19(b)(3)(A)(i) of the Act 8 and Rule 19b-4(f)(1) thereunder, 9 because it constitutes a stated policy, practice, or interpretation with respect to the meaning, administration, or enforcement of an existing rule. 8 15 U.S.C. 78s(b)(3)(A)(i). 9 17 CFR 240.19b-4(f)(1). At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 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 e-mail to *rule-comments@sec.gov* . Please include File Number SR-ISE-2007-11 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-ISE-2007-11. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing also will be available for inspection and copying at the principal office of the ISE. 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-ISE-2007-11 and should be submitted on or before March 16, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 10 10 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-3094 Filed 2-22-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55302; File No. SR-MSRB-2006-09] Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto Relating to MSRB Rule G-21, on Advertising, and MSRB Rule G-27, on Supervision February 15, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on November 21, 2006, the Municipal Securities Rulemaking Board (“MSRB”) filed with the Securities and Exchange Commission (“SEC” or “Commission”) the proposed rule change, and amended such proposed rule change on February 12, 2007 (“Amendment No. 1”), as described in Items I, II, and III below, which Items have been substantially prepared by the MSRB. The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The MSRB has filed with the SEC a proposed rule change consisting of

(i)Amendments to Rule G-21, on advertising, and Rule G-27, on supervision, and

(ii)an interpretation (the “proposed interpretive notice”) on general advertising disclosures, blind advertisements and annual reports relating to municipal fund securities. The MSRB proposes that the proposed rule change be made effective on April 1, 2007. The text of the proposed rule change is available on the MSRB's Web site ( *http://www.msrb.org* ), at the MSRB's principal office, 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 MSRB included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The MSRB has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose In 2005, the MSRB adopted new section

(e)of Rule G-21 that established specific standards for advertisements by brokers, dealers and municipal securities dealers (“dealers”) of municipal fund securities, including interests in 529 college savings plans (“529 plans”). 3 This section of the rule was modeled in part on Rule 482 adopted by the SEC under the Securities Act of 1933, as amended (the “Securities Act”), and also codified previous MSRB interpretive guidance on advertisements of municipal fund securities. On May 12, 2006, the MSRB published interpretive guidance on certain elements of amended Rule G-21 as they apply to advertisements of 529 plans. 4 3 Municipal fund securities are defined in Rule D-12. 529 college savings plans are established by states under Section 529(b)(A)(ii) of the Internal Revenue Code as “qualified tuition programs” through which individuals make investments for the purpose of accumulating savings for qualifying higher education costs of beneficiaries. Section 529 of the Internal Revenue Code also permits the establishment of so-called prepaid tuition plans by states and higher education institutions. All references to 529 plans are intended to encompass only 529 college savings plans established under Section 529(b)(A)(ii). 4 *See* Rule G-21 Interpretive Letter—529 College Savings Plan Advertisements, *MSRB Interpretation of May 12, 2006,* published in MSRB Notice 2006-13 (May 15, 2006) (the “May 2006 Interpretation”). When approved, the proposed rule change will supersede this May 2006 Interpretation. The proposed rule change further harmonizes the MSRB's advertising rule with the rules of the SEC and NASD relating to investment company advertising. The proposed rule change also provides certain clarifications of and exceptions to existing standards that the MSRB believes more closely tailor the provisions of the rule to the specific characteristics of the municipal fund securities market without reducing the investor protections afforded by the rule. Although most of the amendments effected by the proposed rule change relate specifically to advertisements of municipal fund securities, certain provisions would apply to advertisements of all types of municipal securities, including bonds and notes. Provisions of General Applicability *Definition of Advertisement.* The proposed rule change modifies the existing definition of “advertisement” as set forth in Rule G-21(a)(i) 5 to more closely conform it to the terms “advertisement” and “sales literature” under NASD Rule 2210(a)(1) and (2). The revised definition is intended to be as inclusive as the terms “advertisement” and “sales literature” are used under NASD and SEC rules, except as otherwise specifically provided in Rule G-21(a)(i). Thus, the reference in the revised definition of “advertisement” to any electronic or other public media should be read as broadly as in the definition of “advertisement” under NASD Rule 2210(a)(1), even though the definition set forth in Rule G-21(a)(i) does not include the list of media that currently or in the future may appear in the NASD definition. 5 The proposed rule change re-designates several existing provisions and incorporates new headings for many provisions to assist in compliance with the rule. References herein to rule provisions refer to such provisions as re-designated in the proposed rule change. *Definition of Form Letter.* The proposed rule change adds a new definition of “form letter” in Rule G-21(a)(ii) that is consistent with Rule 24b-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), but clarifies that a form letter includes both written letters (including post cards and similar mailings) and electronic mail messages. *Definitions of and Content Standards for Professional and Product Advertisements.* The proposed rule change provides explicit definitions for “professional advertisement” and “product advertisement” and sets forth the applicable content standards for these types of advertisements. The amendment to the definition of “professional advertisement” under Rule G-21(b)(i) does not effect a change in how such term has been viewed historically under the rule. The amendment to the definition of “product advertisement” under Rule G-21(c)(i), however, clarifies that it applies to advertisements of specific municipal securities or advertisements that discuss specific features of municipal securities, rather than to advertisements that may merely mention general categories of municipal securities. 6 The content standard for professional advertisements under Rule G-21(b)(ii) is unchanged, as is the baseline standard for product advertisements under Rule G-21(c)(ii). 7 6 The definition of “product advertisement” in the proposed rule change codifies interpretive guidance provided in the May 2006 Interpretation. 7 However, the additional specific content standards under section

(e)of Rule G-21 for municipal fund securities product advertisements are modified by the proposed rule change, as described below. *General Content Standard for Advertisements.* Rule G-21(a)(iii) establishes a general content standard for advertisements that are neither professional advertisements nor product advertisements. 8 This standard is the same as the existing baseline content standard for product advertisements. The MSRB emphasizes that all advertisements, regardless of category, are subject to the MSRB's basic fair dealing rule, Rule G-17, which requires each dealer, in the conduct of its municipal securities activities, to deal fairly with all persons, and prohibits the dealer from engaging in any deceptive, dishonest or unfair practice. The proposed rule change does not alter these fair dealing principles, which continue to apply to all advertisements. 8 The May 2006 Interpretation effectively recognized that the professional and product advertisement content standards under existing Rule G-21 may not apply to certain advertisements that do not fit neatly into either category. Generic and Blind Advertisements for Municipal Fund Securities *Generic Advertisements.* The proposed rule change establishes under Rule G-21(e)(i)(B)(1) provisions relating to generic advertising of municipal fund securities. A generic advertisement of municipal fund securities that meets the requirements of Rule G-21(e)(i)(B)(1) would not need to include the general disclosures required under Rule G-21(e)(i)(A). 9 9 Rule G-21(e)(i)(B)(1) is modeled in part on Securities Act Rule 135a relating to generic investment company advertising. However, the proposed rule change modifies or omits certain basic features of Rule 135a to adapt the concept of generic advertising to the specific characteristics of the municipal fund securities market. *Blind Advertisements.* The proposed rule change provides for more limited disclosures for certain blind advertisements under Rule G-21(e)(i)(B)(2). Under this provision, advertisements that promote an issuer and its public purpose without promoting specific municipal fund securities or identifying a dealer or its affiliates would be permitted to limit basic disclosures in the same manner as generic advertisements. 10 A blind advertisement may contain contact information for the issuer or its agent to obtain an official statement or other information, provided that if the dealer or its affiliate acts as such agent, no orders may be accepted through such contact unless such order is initiated by the customer. The proposed interpretive notice emphasizes that a blind advertisement may not identify the dealer or its affiliate and provides guidance to dealers acting as the issuer's agent in responding to customer inquiries and accepting customer orders made through the contact information included in a blind advertisement. The guidance provided with regard to whether an order may have been initiated by the customer applies solely to this provision of Rule G-21 and is not intended to be determinative as to whether the dealer has recommended the transaction to the customer for purposes of Rule G-19, on suitability of recommendations and transactions, since, depending on the facts and circumstances, the customer may have initiated the order based on a recommendation from the dealer. 10 This provision effectively codifies, with minor modifications, interpretive guidance provided in the May 2006 Interpretation. In addition, advertisements qualifying as blind advertisements under Rule G-21(e)(i)(B)(2) are excepted from the requirement in Rule G-21(e)(iv) to include the dealer's capacity since the dealer is not identified in the advertisements. Performance Data for Municipal Fund Securities *Disclosure of Fees and Expenses in Advertisements and Correspondence.* The proposed rule change includes provisions substantially similar to recently approved NASD Rule 2210(d)(3) relating to investment company advertisements, sales literature and correspondence containing performance data, which becomes effective on April 1, 2007. 11 Rule G-21(e)(i)(A)(3)(b) and

(c)will retain the existing requirement that advertisements containing performance data for municipal fund securities disclose the maximum amount of the sales load or other nonrecurring fee. 12 Such advertisement will be further required to disclose the total annual operating expense ratio, except for municipal fund securities held out as having the characteristics of a money market fund. 13 Print advertisements will be required under Rule G-21(e)(i)(A)(4)(a)(iii) to include text box disclosure of this information, which may be combined with comparative performance and fee data and disclosures provided for under section

(e)of the rule. New Rule G-21(e)(vii) will provide that any correspondence with the public that includes performance data for municipal fund securities must comply with the performance data requirements of Rule G-21(e) as if such correspondence were a product advertisement under that section of the rule. 14 The proposed rule change adds language in Rule G-27(d)(ii), on supervision, with respect to supervisory procedures relating to the review of correspondence for compliance with this new requirement. 15 11 *See* Exchange Act Release No. 54103 (July 5, 2006), 71 FR 39379 (July 12, 2006). *See also* NASD Notice to Members 06-48 (September 2006). 12 As required under NASD Rule 2210(d)(3)(A)(ii)(a), such maximum sales load (whether as a maximum sales charge or maximum deferred sales charge) must be current as of the date such advertisement is submitted for publication or is otherwise disseminated. 13 Under Rule G-21(e)(ii)(C), the total annual operating expense ratio must be calculated as of the most recent practicable date considering the type of municipal fund securities and the media through which such information will be conveyed. Additional language included in Rule G-21(e)(i)(A)(3)(c) and (e)(ii)(A) recognizes that municipal fund securities are not subject to the registration requirements of the Securities Act and is designed to ensure that information on fees and expenses is determined in a manner consistent with the registered investment company market, to the extent possible. 14 Although the other provisions of Rule G-21 would not apply to correspondence covered by Rule G-21(e)(vii), the basic fair dealing requirements of Rule G-17 described above would still apply. 15 The language added to Rule G-27(d)(ii) makes clear that a dealer's supervisory procedures must provide for review of correspondence for compliance with the performance data requirements, but only to the extent that such requirements are applicable given the nature of the dealer's municipal securities activities. Thus, dealers that do not market municipal fund securities generally would not be required to provide for review of correspondence for compliance with Rule G-21(e)(vii). *Disclosures Relating to Tax-Adjusted Performance Data.* The proposed rule change amends Rule G-21(e)(ii)(E) to delete subparagraph (2). The deleted provision currently requires that, in connection with the calculation of any tax-equivalent yield or after-tax return that appears in an advertisement for municipal fund securities, if the then-effective federal income tax treatment upon which such yield or return was based is subject to lapse or other adverse change without extension or change of federal law, the advertisement must disclose this fact and that such yield or return would be lower if the then-effective federal income tax treatment is not extended or otherwise changed. This deletion reflects the repeal of the sunset provision for many of the federal tax benefits enjoyed by 529 plans, as described below. General Disclosure Requirements for Municipal Fund Securities *Substance of Disclosure.* The proposed rule change makes several modifications to rule language in Rule G-21(e)(i)(A)(1) and

(2)relating to disclosures designed to communicate basic information concerning investments in municipal fund securities. The modified provisions and the proposed interpretive notice clarify that these disclosures are not legends requiring the inclusion of specific language but instead require that such information be effectively conveyed. Thus, these disclosure requirements may be complied with if the substance of such information is effectively conveyed, regardless of the specific language used in the advertisement. 16 In general, the context in which the information is provided is an important factor in determining whether the information is effectively conveyed. 16 *Compare* Rule G-21(e)(i)(A)(3)(a), where a legend is explicitly required. The MSRB understands that these advertising disclosures have presented considerable challenges in the context of broadcast advertisements, such as traditional television or radio commercials with 30-second run-times or public service announcements that may have considerably shorter run-times. 17 The proposed interpretive notice provides guidance on the use of abbreviated forms of the required disclosures in time-limited broadcast advertisements. 17 These disclosures can be lengthier for many 529 plan advertisements than for investment company advertisements as a result of the home state tax benefit disclosures generally required under Rule G-21(e)(i)(A)(2)(b) as described below, which are not required in connection with investment company advertisements. *Home State Tax Benefits.* Rule G-21(e)(i)(A)(2)(b) requires 529 plan product advertisements to include disclosure to the effect that investors should consider, before investing, whether their home states offer state tax or other benefits only available for investments in the home state 529 plan. The proposed rule change permits dealers to omit such disclosures in advertisements (such as form letters, post cards, e-mails and other written or electronic mailings) concerning a state's 529 plan that are sent to, or are otherwise distributed through means that are reasonably likely to result in the advertisements being received by, only residents of such state. The MSRB views such omission as most suitable with respect to advertisements that are delivered directly to intended recipients, and not well suited with respect to broadcast advertisements where the dealer would bear the burden of establishing that such broadcast is reasonably likely to result in the message being received only by in-state residents. *Communications With Existing Customers.* The proposed rule change adds new Rule G-21(e)(i)(B)(3), which permits dealers to distribute form letters relating to municipal fund securities that omit some or all of the disclosures required under Rule G-21(e)(i)(A)(1) and

(2)to existing customers who have previously invested in municipal fund securities. Form letters sent solely to existing customers about the same or related municipal fund securities that such customers already own may omit all of the standard disclosures under such subparagraphs

(1)and

(2)since that information will have previously been provided to such customers. If the form letters relate to municipal fund securities other than, or unrelated to, the one the customer already invests in, then the disclosures under subparagraph

(2)are required. Furthermore, if the form letter identifies a source for obtaining an official statement and the dealer underwrites the municipal fund securities advertised in the form letter, the dealer is required to disclose that it is the underwriter. Tax-Related Disclosures for Municipal Fund Securities Rule G-21(e)(v) requires a product advertisement for municipal fund securities that discusses tax benefits to disclose that such benefits may be conditioned on meeting certain requirements. If the nature of specific benefits is described, the factors that may materially limit their availability must be named. The proposed rule change modifies this subsection to clarify that generalized statements regarding tax benefits require only a generalized statement that certain conditions may apply and that, where specific benefits are described, only those substantive factors that may materially affect the ability to realize such benefits must be listed, rather than explained in full. For example, a statement that 529 plans are federally tax-advantaged, or that investors may qualify for federal tax benefits by investing in a 529 plan, without identifying the specific benefits, would be viewed as generalized statements. In such cases, a statement that certain conditions may apply, or that refers customers to the official statement for more information, would be sufficient. Furthermore, the inclusion of the required home state tax disclosure under Rule G-21(e)(i)(A)(2)(b) does not, by itself, require the disclosure of conditions for receiving such state tax benefits. Required Annual Reports Excluded From Definition of Advertisement The proposed interpretive notice provides guidance to the effect that, in circumstances where a dealer may be required by state law or rules and regulations to prepare or distribute an annual financial report or other similar information regarding a municipal fund securities program, such report or information will not be treated as an advertisement so long as the dealer provides such report or information solely in the manner required by such state law or rules and regulations. Effective Dates The MSRB proposes that the proposed rule change be made effective on April 1, 2007 to coincide with the effective date of NASD Rule 2210(d)(3). 2. Statutory Basis The MSRB believes that the proposed rule change is consistent with Section 15B(b)(2)(C) of the Act, 18 which provides that the MSRB's rules shall: 18 15 U.S.C. 78o-4(b)(2)(C). be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in municipal securities, to remove impediments to and perfect the mechanism of a free and open market in municipal securities, and, in general, to protect investors and the public interest. The MSRB believes that the proposed rule change is consistent with the Act because it will further investor protection by raising the standards for advertisements of municipal fund securities and by making information provided in such advertisements comparable for different municipal fund securities investments and between municipal fund securities and registered mutual funds. B. Self-Regulatory Organization's Statement on Burden on Competition The MSRB does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act since it would apply equally to all dealers. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others On August 11, 2006, the MSRB published for comment draft amendments to Rules G-21 and G-27 relating to advertisements of 529 plans (the “Notice”). 19 The draft amendments, as published in the Notice, would:

(1)Modify the definition of “advertisement” to more closely align it with the usage of the terms “advertisement” and “sales literature” under SEC and NASD rules;

(2)adopt a definition of “form letter” consistent with the definition used by the SEC under the Investment Company Act;

(3)establish an explicit baseline standard for advertisements and more clearly define “professional advertisement” and “product advertisement”;

(4)adopt provisions for generic advertisements of municipal fund securities;

(5)adopt provisions requiring advertisements and correspondence containing performance data to also include disclosure of fees and expenses that are substantially the same as under recently approved amendments to NASD Rule 2210(d)(3);

(6)clarify and simplify the general disclosure requirements with respect to certain broadcast advertisements, promotional materials and form letters relating to municipal fund securities; and

(7)clarify and simplify the nature of disclosures required in advertisements of municipal fund securities in connection with tax matters and tax-adjusted performance data. 19 *See* MSRB Notice 2006-26 (August 11, 2006). The MSRB received comments from three commentators. 20 After reviewing the comments, the MSRB has determined to file this proposed rule change. The proposed rule change is substantially similar to the draft amendments, with certain modifications discussed below. The principal comments and the MSRB's responses are also discussed below. 20 Letters from: Jacqueline T. Williams, Chair, College Savings Plan Network (“CSPN”), to Ernesto A. Lanza, MSRB, dated September 22, 2006; Dorothy M. Donohue, Associate Counsel, Investment Company Institute (“ICI”), to Mr. Lanza, dated September 22, 2006; and Michael Udoff, Vice President, Associate General Counsel and Secretary, and Elizabeth Varley, Vice President and Director, Retirement Policy, Securities Industry Association (“SIA”), to Mr. Lanza, dated September 22, 2006. Additional Disclosures Relating to Home State Tax Benefits Rule G-21 currently requires 529 plan advertisements to state that investors should consider whether their home states offer state tax or other benefits only available for investments in the home state 529 plan. For advertisements (such as form letters, post cards, e-mails and other written or electronic mailings) concerning a state's 529 plan that are sent solely to residents of that state, the draft amendment modified this provision to permit dealers to omit such disclosure since it is not relevant to such recipients. CSPN requested that language in this provision referencing advertisements published or disseminated by “the issuer or any of the issuer's agents” be deleted since the MSRB has no authority to regulate issuers. The MSRB notes that this provision was not intended to regulate the actions of issuers, but rather to limit the ability of a dealer to use this exception if its advertisement is further disseminated by other parties, including the issuer or its agents. However, to avoid ambiguity, the MSRB has modified Rule G-21(e)(i)(A)(2)(b) to replace this language with language that instead refers to advertisements made available by dealers to the issuer or any of the issuer's agents with the expectation or understanding that such other parties will otherwise publish or disseminate such advertisements. Generic Advertisements The draft amendments included a generic advertising provision that would allow dealers to omit many required disclosures from advertisements that contain only general information about municipal fund securities and that do not name a municipal fund security or a specific investment option or portfolio of an issuer of municipal fund securities. CSPN, ICI and SIA requested that language in the draft amendments stating that a generic advertisement may not refer by name “to any specific municipal fund security” be deleted, arguing that it creates ambiguities as to whether a reference in an advertisement to a 529 plan's general program name would disqualify such advertisement from being considered a generic advertisement. 21 21 CSPN observed that this ambiguity arises from the fact that some no-action letters issued by SEC staff with respect to 529 plans refer to various interests relating to such 529 plans, other than the individual shares purchased by customers, as municipal securities. The MSRB believes that the deletion requested by the commentators would be appropriate and consistent with the intended operation of this provision. Thus, as this provision has been modified in the proposed rule change, an advertisement that mentions the 529 plan's general program name could be considered a generic advertisement if all other relevant conditions have been met. However, mention of specific investment options or portfolios would disqualify the advertisement from being treated as a generic advertisement. Blind Advertisements The draft amendments provided that a blind advertisement that promotes an issuer and its public purpose without promoting specific municipal fund securities or identifying a dealer or its affiliates also would qualify as a generic advertisement. Among other things, a blind advertisement may include contact information for the issuer or an agent of the issuer to obtain an official statement or other information, provided that if such issuer's agent is a dealer or dealer affiliate, no orders for 529 plans may be accepted through such source. The provision for blind advertisements was designed to address the unique characteristics of the 529 plan market, where regulated dealers and issuers not subject to MSRB regulation often undertake public-private partnerships in marketing 529 plans, raising issues that do not arise in the registered investment company market. CSPN and ICI requested clarification that the use in an advertisement of a phone number or Web site that includes the name of a dealer acting as the issuer's agent would not preclude such advertisement from being treated as a blind advertisement. The intent of this provision is that a blind advertisement cannot, on its face, identify a dealer or its affiliates. Therefore, although contact information may be included in the advertisement that directs a potential customer to a dealer or its affiliate acting as agent of the issuer, the face of the advertisement may not identify such dealer or affiliate. The proposed interpretive notice provides guidance on information that may be included in a blind advertisement. CSPN and ICI also requested modifications to the language providing that, if the source for more information identified in the advertisement is the dealer or a dealer affiliate, no orders may be accepted through that source. The commentators were concerned that a reference to a Web site for more information would preclude such Web site from allowing investments in the 529 plan. CSPN stated that “[e]very web site on which an individual can purchase interests in a Section 529 Plan requires the investor to acknowledge reading or receiving the Official Statement before investing. It is not clear what would be gained by requiring the potential investor to get information from one web site and then make the purchase on another web site.” ICI suggested alternative language to the effect that “no initial orders for municipal fund securities shall be accepted through such source, unless before placing such an order an investor is required to acknowledge that he or she received the official statement for such securities.” The MSRB understands the concern expressed in connection with Web-based sources but believe that ICI's suggested language is not the appropriate approach to addressing this issue, particularly since Rule G-17, on fair practice, already requires dealers to provide all material facts about the transaction known by the dealer, as well as material facts about the security that are reasonably accessible to the market, to the customer on or prior to the time of trade. 22 Given that the provision for blind advertisements seeks to ensure that such advertisements are informational in nature and not primarily designed to promote sales by the dealer, the MSRB believes that a distinct barrier between providing information and seeking orders should be maintained. However, the MSRB does not believe that such barrier should create an arbitrary disincentive for those potential customers who themselves seek to initiate an order. 22 *See* Rule G-17 Interpretation—Interpretive Notice Regarding Rule G-17, on Disclosure of Material Facts, March 20, 2002, *reprinted in* MSRB Rule Book. Thus, the proposed rule change modifies the language of Rule G-21(e)(i)(B)(2)(b) to allow the acceptance of orders if initiated by the customer. The proposed interpretive notice provides guidance on ensuring that only customer-initiated orders are accepted through a source identified in a blind advertisement. Tax-Adjusted Performance Data Rule G-21 currently provides that, in calculating tax-equivalent yield or after-tax return for a 529 plan advertisement, the advertisement must effectively disclose that such yield or return would be lower if the sunset provision for many of the federal tax benefits enjoyed by 529 plans, previously scheduled to occur on January 1, 2011, were not repealed. In view of the recent enactment of the Pension Protection Act of 2006 (Pub. L. 109-280), which repealed this sunset provision, the Notice sought comment on whether this provision should be deleted. CSPN, ICI and SIA agreed that this provision should be deleted. Thus, the proposed rule change deletes this provision in Rule G-21(e)(ii)(E). Required Annual Reports Excluded From Definition of Advertisement CSPN stated that the broad definition of advertisement in Rule G-21 could be construed to include annual financial reports undertaken by many dealers acting as 529 plan program managers. CSPN stated that such annual reports are not solicitations of new business and suggested that audited annual reports produced for or in conjunction with issuers be explicitly exempted from treatment as an advertisement. The MSRB notes that NASD has issued several interpretive letters in which NASD addresses the applicability of its advertising rule, Rule 2210, to certain performance information and hypothetical illustrations required by state laws to be provided by dealers in connection with retirement investments and variable annuity contracts. 23 In each case, NASD concluded that the provision by dealers of the information required by state law would not be treated as an advertisement or sales literature for purposes of Rule 2210 so long as the information was provided solely in the manner required by law. NASD further stated that any additional use of such information beyond what is required by law would be subject to the NASD advertising rule. In addition, NASD stated in one of the interpretive letters that the use of such information by the dealer remained subject to all other NASD rules and the federal securities laws, including the anti-fraud provisions. 23 *See* letter dated November 29, 2004, to Therese Squillacote, Chief Compliance Officer, ING Financial Advisers, LLC, from Philip A. Shaikun, Assistant General Counsel, NASD; letter dated September 30, 2002, to Sally Krawczyk, Esq., Sutherland, Asbill & Brennan, LLP, from Mr. Shaikun; and letter dated February 5, 1999, to W. Thomas Conner, Vice President, Regulatory Affairs, National Association of Variable Annuities, from Robert J. Smith, Office of General Counsel, NASD Regulation, Inc. The MSRB believes that the approach NASD has taken with respect to investment companies is appropriate as well with respect to 529 plans and other municipal fund securities programs and has provided guidance to this effect in the proposed interpretive notice. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 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 such 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 e-mail to *rule-comments@sec.gov* . Please include File Number SR-MSRB-2006-09 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-MSRB-2006-09. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing also will be available for inspection and copying at the MSRB's offices. 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-MSRB-2006-09 and should be submitted on or before March 16, 2007. 24 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 24 Florence E. Harmon, Deputy Secretary. [FR Doc. E7-3091 Filed 2-22-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55300; File No. SR-NASDAQ-2007-002] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Order Granting Accelerated Approval of Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To Trade the Shares of Certain Exchange-Traded Funds Based on Fixed Income Portfolios Pursuant to Unlisted Trading Privileges February 15, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on January 29, 2007, The NASDAQ Stock Market LLC (“Nasdaq” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been substantially prepared by the Exchange. On February 13, 2007, Nasdaq filed Amendment No. 1 to the proposed rule change. This Order provides notice of the proposed rule change, as modified by Amendment No. 1, and approves the proposed rule change, as amended, on an accelerated basis. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change Nasdaq is proposing to trade shares (the “Shares”) of:

(1)The iShares Lehman TIPS Bond Fund;

(2)the iShares Lehman Aggregate Bond Fund;

(3)the iShares iBoxx $ Investment Grade Corporate Bond Fund;

(4)the iShares Lehman 20+ Year Treasury Bond Fund;

(5)the iShares 7-10 Year Treasury Bond Fund;

(6)the iShares Lehman 1-3 Year Treasury Bond Fund;

(7)the iShares Lehman Short Treasury Bond Fund;

(8)the iShares Lehman 3-7 Year Treasury Bond Fund;

(9)the iShares Lehman 10-20 Year Treasury Bond Fund;

(10)the iShares Lehman 1-3 Year Credit Bond Fund;

(11)the iShares Lehman Intermediate Credit Bond Fund;

(12)the iShares Lehman Credit Bond Fund;

(13)the iShares Lehman Intermediate Government/Credit Bond Fund; and

(14)the iShares Lehman Government/Credit Bond Fund (collectively, the “Funds”) pursuant to unlisted trading privileges (“UTP”). The text of the proposed rule change is available at Nasdaq, the Commission's Public Reference Room, and *nasdaq.complinet.com* . II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item III below. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose Nasdaq is proposing to trade pursuant to UTP the Shares of the Funds, which are exchange-traded funds (“ETFs”) that invest in fixed income securities. Nasdaq represents that its current generic listing standards for ETFs do not extend to ETFs that invest in fixed income securities. The systems operated by Nasdaq and its affiliates currently trade Shares of the Funds on an over-the-counter basis as facilities of NASD. The iShares Lehman TIPS Bond Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the inflation-protected sector of the U.S. Treasury market, as defined by the Lehman Brothers U.S. TIPS Index. 3 The Lehman Brothers U.S. TIPS Index measures the performance of inflation-protected public obligations of the U.S. Treasury, commonly known as “TIPS.” The Commission previously approved the original listing and trading of shares of this Fund on the New York Stock Exchange, Inc. (“NYSE”). 4 3 E-mail from John Yetter, Deputy General Counsel, Nasdaq, to Edward Cho, Special Counsel, Division of Market Regulation, Commission, on February 8, 2007 (correcting the name of the Lehman Brothers U.S. TIPS Index). 4 *See* Securities Exchange Act Release No. 48881 (December 4, 2003), 68 FR 69739 (December 15, 2003) (SR-NYSE-2003-39). The iShares Lehman Aggregate Bond Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the total U.S. investment-grade bond market, as defined by the Lehman Brothers U.S. Aggregate Index. The Lehman Brothers U.S. Aggregate Index measures the performance of the total U.S. investment-grade bond market, which includes investment-grade U.S. Treasury bonds, government-related bonds, investment-grade corporate bonds, mortgage pass-through securities, commercial mortgage-backed securities, and asset-backed securities that are publicly offered for sale in the United States. The Commission previously approved the original listing and trading of shares of this Fund on the American Stock Exchange LLC (“Amex”). 5 5 *See* Securities Exchange Act Release No. 48534 (September 24, 2003), 68 FR 56353 (September 30, 2003) (SR-Amex-2003-75). The iShares iBoxx $ Investment Grade Corporate Bond Fund (formerly the iShares GS $ InvesTop Corporate Bond Fund) seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of a segment of the U.S. investment-grade corporate bond market, as defined by the iBoxx $ Liquid Investment Grade Index (formerly the GS $ InvesTop Index). The iBoxx $ Liquid Investment Grade Index measures the performance of a fixed number of highly liquid, investment-grade corporate bonds. The Commission previously approved the original listing and trading of shares of this Fund on Amex. 6 6 *See* Securities Exchange Act Release No. 46252 (July 24, 2002), 67 FR 49715 (July 31, 2002) (SR-Amex-2001-35). The iShares Lehman 20+ Year Treasury Bond Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the long-term sector of the U.S. Treasury market, as defined by the Lehman Brothers 20+ Year U.S. Treasury Index. The Lehman Brothers 20+ Year Treasury Index measures the performance of public obligations of the U.S. Treasury that have a remaining maturity of 20 or more years. The Commission previously approved the original listing and trading of shares of this Fund on Amex. 7 7 *See id* . The iShares Lehman 7-10 Year Treasury Bond Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the intermediate-term sector of the U.S. Treasury market, as defined by the Lehman Brothers 7-10 Year U.S. Treasury Index. The Lehman Brothers 7-10 Year Treasury Index measures the performance of public obligations of the U.S. Treasury that have a remaining maturity of greater than or equal to seven years and less than ten years. The Commission previously approved the original listing and trading of shares of this Fund on Amex. 8 8 *See id* . The iShares Lehman 1-3 Year Treasury Bond Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the short-term sector of the U.S. Treasury market, as defined by the Lehman Brothers 1-3 Year U.S. Treasury Index. The Lehman Brothers 1-3 Year U.S. Treasury Index measures the performance of public obligations of the U.S. Treasury that have a remaining maturity of greater than or equal to one year and less than three years. The Commission previously approved the original listing and trading of shares of this Fund on Amex. 9 9 *See id.* The iShares Lehman Short Treasury Bond Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the short-term sector of the U.S. Treasury market, as defined by the Lehman Brothers Short U.S. Treasury Index. The Lehman Brothers Short U.S. Treasury Index measures the performance of public obligations of the U.S. Treasury that have a remaining maturity of between one and 12 months. The Commission previously approved the original listing and trading of shares of this Fund on NYSE. 10 10 *See* Securities Exchange Act Release No. 54916 (December 11, 2006), 71 FR 76008 (December 19, 2006) (SR-NYSE-2006-70). The iShares Lehman 3-7 Year Treasury Bond Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the intermediate-term sector of the U.S. Treasury market, as defined by the Lehman Brothers 3-7 Year U.S. Treasury Index. The Lehman Brothers 3-7 Year U.S. Treasury Index measures the performance of public obligations of the U.S. Treasury that have a remaining maturity of greater than or equal to three years and less than seven years. The Commission previously approved the original listing and trading of shares of this Fund on NYSE. 11 11 *See id.* The iShares Lehman 10-20 Year Treasury Bond Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the long-term sector of the U.S. Treasury market, as defined by the Lehman Brothers 10-20 Year U.S. Treasury Index. The Lehman Brothers 10-20 Year U.S. Treasury Index measures the performance of public obligations of the U.S. Treasury that have a remaining maturity of greater than or equal to ten years and less than 20 years. The Commission previously approved the original listing and trading of shares of this Fund on NYSE. 12 12 *See id.* The iShares Lehman 1-3 Year Credit Bond Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the investment-grade credit sector of the U.S. bond market, as defined by the Lehman Brothers 1-3 Year U.S. Credit Index. The Lehman Brothers 1-3 Year U.S. Credit Index measures the performance of investment-grade corporate debt and sovereign, supranational, local authority, and non-U.S. agency bonds that have a remaining maturity of greater than or equal to one year and less than three years. The Commission previously approved the original listing and trading of shares of this Fund on NYSE. 13 13 *See id.* The iShares Lehman Intermediate Credit Bond Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the investment-grade credit sector of the U.S. bond market, as defined by the Lehman Brothers Intermediate U.S. Credit Index. The Lehman Brothers Intermediate U.S. Credit Index measures the performance of investment-grade corporate debt and sovereign, supranational, local authority, and non-U.S. agency bonds that have a remaining maturity of greater than or equal to one year and less than ten years. The Commission previously approved the original listing and trading of shares of this Fund on NYSE. 14 14 *See id.* The iShares Lehman Credit Bond Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the investment-grade credit sector of the U.S. bond market, as defined by the Lehman Brothers U.S. Credit Index. The Lehman Brothers U.S. Credit Index measures the performance of investment-grade corporate debt and sovereign, supranational, local authority, and non-U.S. agency bonds that have a remaining maturity of greater than or equal to one year. The Commission previously approved the original listing and trading of shares of this Fund on NYSE. 15 15 *See id.* The iShares Lehman Intermediate Government/Credit Bond Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the investment-grade credit sector of the U.S. bond market and the total U.S. Treasury market, as defined by the Lehman Brothers Intermediate U.S. Government/Credit Index. The Lehman Brothers Intermediate U.S. Government/Credit Index measures the performance of U.S. dollar-denominated U.S. Treasury securities and government-related and investment-grade U.S. corporate securities that have a remaining maturity of greater than or equal to one year and less than ten years. The Commission previously approved the original listing and trading of shares of this Fund on NYSE. 16 16 *See id.* The iShares Lehman Government/Credit Bond Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the U.S. government and investment-grade U.S. corporate securities of the U.S. bond market, as defined by the Lehman Brothers U.S. Government/Credit Index. The Lehman Brothers U.S. Government/Credit Index measures the performance of U.S. dollar-denominated U.S. Treasury securities and government-related and investment-grade U.S. corporate securities that have a remaining maturity of greater than or equal to one year. The Commission previously approved the original listing and trading of shares of this Fund on NYSE. 17 17 *See id.* The foregoing underlying indexes on which the Funds are based are referred to herein collectively as the “Indexes.” The exact composition and methodologies of each Index are described in detail in the filings pursuant to which NYSE and Amex sought to originally list and trade the Shares of the Funds. 18 18 *See supra* notes 4, 5, 6, and 10. Quotations for and last sale information regarding the Fund Shares are disseminated through the Consolidated Tape System (“CTS”). On each business day, the list of names and amount of each security constituting the current Deposit Securities 19 and the Balancing Amount 20 effective as of the previous business day will be made available through the National Securities Clearing Corporation (“NSCC”). An amount per Share representing the sum of the estimated Balancing Amount effective through and including the previous business day, plus the current value of the Deposit Securities in U.S. dollars, on a per-Share basis (the Intraday Optimized Portfolio Value or “IOPV”), will be calculated by an independent third party, such as Bloomberg L.P., every 15 seconds during Nasdaq's regular trading hours and disseminated every 15 seconds through the CTS. Because NSCC does not disseminate information about the Portfolio Deposit immediately following the end of regular market hours, an updated IOPV cannot be calculated during Nasdaq's post-market trading session, 4:15 p.m. to 8 p.m. Eastern Time (“ET”). 19 Deposit Securities are the designated portfolio of securities that correspond generally to the price and yield performance of the relevant Fund's Index to be deposited in-kind for the purchase of blocks of 50,000 Shares, each such block referred to as a “Creation Unit Aggregation.” 20 The Balancing Amount is an amount equal to the difference between the net asset value (“NAV”) of the Fund and the total aggregate market value, per Creation Unit Aggregation, of the Deposit Securities. The deposit of the requisite Deposit Securities and the Balancing Amount are collectively referred to as the “Portfolio Deposit,” which represents the minimum initial and subsequent investment amount for a Creation Unit Aggregation. Nasdaq states that NYSE and Amex, as applicable, disseminate on a daily basis a variety of data with respect to each Fund by means of the Consolidated Tape Association/Consolidated Quotation High Speed Lines, including information with respect to recent NAV for each Fund, shares outstanding, and the estimated cash amount and total cash amount per Creation Unit Aggregation. In addition, the iShares Web site ( *http://www.ishares.com/fund_info* ), which is publicly accessible at no charge, contains the following information, on a per-Share basis, for each Fund:

(1)The prior business day's NAV;

(2)the mid-point of the bid-ask price and a calculation of the premium or discount of such price against such NAV; and

(3)data in chart format displaying the frequency distribution of discounts and premiums of the bid-ask price against the NAV, within appropriate ranges, for each of the four previous calendar quarters. The value of each Index is calculated once each trading day and is available from major market data vendors. The NAV for each Fund is calculated and disseminated daily through a number of sources, including the Web sites of the original listing exchanges, as applicable, the iShares Web site, and CTS. Nasdaq states that it will halt trading in the Shares of a Fund under the conditions specified in Nasdaq Rules 4120 and 4121. The conditions for a trading halt include a regulatory halt by the original listing market. UTP trading in the Shares will also be governed by provisions of Nasdaq Rule 4120 relating to temporary interruptions in the calculation or wide dissemination of the IOPV or the value of the Index. 21 Additionally, the Exchange states that it may cease trading the Shares if other unusual conditions or circumstances exist, which, in the opinion of the Exchange, make further dealings on the Exchange detrimental to the maintenance of a fair and orderly market. The Exchange represents that it would follow any procedures with respect to trading halts as set forth in Nasdaq Rule 4120(b). 21 *See* Securities Exchange Act Release No. 55269 (February 9, 2007), 72 FR 7490 (February 15, 2007) (SR-NASDAQ-2006-050). Nasdaq deems the Shares of the Funds to be equity securities, and therefore, trading in the Shares will be subject to Nasdaq's existing rules governing the trading of equity securities. The primary trading hours for the Shares on Nasdaq will be 9:30 a.m. to 4:15 p.m. ET. The Shares will also be traded on Nasdaq in a post-market session from 4:15 p.m. to 8 p.m. ET. 22 Nasdaq represents that it has in place appropriate rules to facilitate transactions in the Shares during all trading sessions. 22 Nasdaq relies on the listing market to monitor dissemination of the IOPV during Nasdaq's regular market hours (9:30 a.m. to 4:15 p.m. ET). Currently, updated Index values are not calculated during Nasdaq's post-market session; however, if in the future such values are calculated, Nasdaq would not trade the Fund Shares unless such official Index values were widely disseminated. In connection with the trading of the Shares, Nasdaq will inform its members in an Information Circular of the special characteristics and risks associated with trading the Shares, as well as the requirements of Nasdaq Rule 2310, which requires Nasdaq members to determine that a particular security is suitable for a customer before recommending a transaction in it. Nasdaq also would require its members to deliver a prospectus or product description to investors purchasing the Shares prior to or concurrently with a transaction in the Shares. Nasdaq believes that its surveillance procedures are adequate to address any concerns about the trading of the Shares on Nasdaq. Trading of the Shares through NASD facilities operated by Nasdaq is currently subject to NASD's surveillance procedures for equity securities in general and ETFs in particular. After Nasdaq begins to operate as an exchange with respect to securities not listed on Nasdaq, NASD, on behalf of Nasdaq, will continue to surveil Nasdaq trading, including Nasdaq trading of the Shares. Nasdaq's transition to exchange status will not result in any change in the surveillance process with respect to the Shares. 23 23 Surveillance of all trading on NASD facilities operated by Nasdaq is currently conducted by NASD. Following Nasdaq's transition to exchange status, NASD will continue to surveil trading, pursuant to a regulatory services agreement. Nasdaq is responsible for NASD's performance under this regulatory services agreement. 2. Statutory Basis The proposal is consistent with Section 6(b) of the Act 24 in general and Section 6(b)(5) of the Act 25 in particular in that it is 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. In addition, the proposal is consistent with Rule 12f-5 under the Act 26 because Nasdaq deems the Shares to be equity securities, thus rendering trading in the Shares subject to the Exchange's existing rules governing the trading of equity securities. 24 15 U.S.C. 78f(b). 25 15 U.S.C. 78f(b)(5). 26 17 CFR 240.12f-5. B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others The Exchange has neither solicited nor received written comments on the proposed rule change. III. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-NASDAQ-2007-002 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NASDAQ-2007-002. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing also will be available for inspection and copying at the principal offices of Nasdaq. 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-NASDAQ-2007-002 and should be submitted on or before March 16, 2007. IV. Commission's Findings and Order Granting Accelerated Approval of the Proposed Rule Change After careful review, the Commission finds that the proposed rule change, as amended, is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange. 27 In particular, the Commission finds that the proposed rule change is consistent with Section 6(b)(5) of the Act, 28 which requires that an exchange have rules designed, among other things, to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and in general to protect investors and the public interest. The Commission believes that this proposal should benefit investors by increasing competition among markets that trade the Shares. 27 In approving this rule change, the Commission notes that it has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 28 15 U.S.C. 78f(b)(5). In addition, the Commission finds that the proposal is consistent with Section 12(f) of the Act, 29 which permits an exchange to trade, pursuant to UTP, a security that is listed and registered on another exchange. 30 The Commission notes that it previously approved the listing and trading of the Shares on NYSE and Amex, as applicable. 31 The Commission also finds that the proposal is consistent with Rule 12f-5 under the Act, 32 which provides that an exchange shall not extend UTP to a security unless the exchange has in effect a rule or rules providing for transactions in the class or type of security to which the exchange extends UTP. The Exchange has represented that it meets this requirement because it deems the Shares to be equity securities, thus rendering trading in the Shares subject to the Exchange's existing rules governing the trading of equity securities. 29 15 U.S.C. 78 *l* (f). 30 Section 12(a) of the Act, 15 U.S.C. 78 *l* (a), generally prohibits a broker-dealer from trading a security on a national securities exchange unless the security is registered on that exchange pursuant to Section 12 of the Act. Section 12(f) of the Act excludes from this restriction trading in any security to which an exchange “extends UTP.” When an exchange extends UTP to a security, it allows its members to trade the security as if it were listed and registered on the exchange even though it is not so listed and registered. 31 *See supra* notes 4, 5, 6, and 10. 32 17 CFR 240.12f-5. The Commission further believes that the proposal is consistent with Section 11A(a)(1)(C)(iii) of the Act, 33 which sets forth Congress's finding that it is in the public interest and appropriate for the protection of investors and the maintenance of fair and orderly markets to assure the availability to brokers, dealers, and investors of information with respect to quotations for and transactions in securities. Quotations for and last sale information regarding the Fund Shares are disseminated through CTS. Furthermore, an IOPV for each Fund, updated to reflect changes in the amount of the Portfolio Deposit, on a per-Share basis, is calculated and published by a third-party service provider through CTS on a 15-second delayed basis during Nasdaq's regular trading hours. Major market data vendors calculate and disseminate once each trading day the value of each Index and the NAV for each Fund. Amex and NYSE, as applicable, disseminate information with respect to NAV and cash amounts per Creation Unit Aggregation, and the iShares Web site supplies additional trading data for the Shares, both current and historical. If the listing market halts trading in the Shares, or the IOPV or any Index value is not being calculated or disseminated, the Exchange would halt trading in the Shares. 33 15 U.S.C. 78k-1(a)(1)(C)(iii). The Commission notes that, if the Shares should be delisted by the listing exchange, the Exchange would no longer have authority to trade the Shares pursuant to this order. In support of this proposal, the Exchange has made the following representations:

(1)The Exchange's surveillance procedures are adequate to address any concerns associated with the trading of the Shares on a UTP basis.

(2)The Exchange would inform its members in an Information Circular of the special characteristics and risks associated with trading the Shares, including suitability recommendation requirements.

(3)The Exchange would require its members to deliver a prospectus or product description to investors purchasing Shares prior to or concurrently with a transaction in such Shares and will note this prospectus delivery requirement in the Information Circular. This approval order is conditioned on the Exchange's adherence to these representations. The Commission finds good cause for approving this proposal before the thirtieth day after the publication of notice thereof in the **Federal Register** . As noted above, the Commission previously found that the listing and trading of the Shares on NYSE and Amex, as applicable, is consistent with the Act. The Commission presently is not aware of any regulatory issue that should cause it to revisit that finding or would preclude the trading of the Shares on the Exchange pursuant to UTP. Furthermore, accelerated approval of this proposal will facilitate Nasdaq's ability to continue trading certain non-Nasdaq-listed ETFs as Nasdaq becomes an exchange with respect to non-Nasdaq-listed securities, where there appears to be no regulatory concerns about such trading. Therefore, accelerating approval of this proposal should benefit investors by creating, without undue delay, additional competition in the market for such Shares. V. Conclusion *It is therefore ordered,* pursuant to Section 19(b)(2) of the Act, 34 that the proposed rule change (SR-NASDAQ-2007-002), as modified by Amendment No. 1, be, and it hereby is, approved on an accelerated basis. 34 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 35 35 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-3076 Filed 2-22-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55284; File No. SR-NASDAQ-2007-003] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify Pricing for Nasdaq Members Using the Nasdaq Market Center February 13, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on January 29, 2007, The NASDAQ Stock Market LLC (“Nasdaq”) 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 substantially by Nasdaq. Pursuant to Section 19(b)(3)(A)(ii) of the Act 3 and Rule 19b-4(f)(2) 4 thereunder, Nasdaq has designated the proposed rule change as establishing or changing a member due, fee, or other charge, which renders the proposed rule change effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A)(ii). 4 17 CFR 240.19b-4(f)(2). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change Nasdaq proposes to modify the pricing for Nasdaq members using the Nasdaq Market Center (“Center”). Nasdaq will implement this proposed rule change on February 1, 2007. The text of the proposed rule change is available at Nasdaq, *www.nasdaq.com* , and the Commission's Public Reference Room. 5 5 Changes to the proposed rule text are marked to the rule text that appears in the electronic Nasdaq Manual found at *nasdaq.complinet.com/nasdaq/display/index.html* . II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, Nasdaq included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. Nasdaq has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose This proposed rule change modifies the pricing schedule for trading securities through the Center. In addition to modifying the level of certain fees, the filing also adds language reflecting the fees to be charged for trading non-Nasdaq securities through the Center. Nasdaq anticipates that such trading will begin on February 12, 2007. The fee schedule reflects the volume of a member's use of the Center and also the ITS/CAES and Inet systems operated by Nasdaq and its affiliates as facilities of NASD, in determining applicable fees. 6 The changes proposed by this filing relate to order execution fees for the Nasdaq Market Center and fees for routing to venues other than the New York Stock Exchange (“NYSE”). When the Center begins to route orders to NYSE, the changes will also apply to such routing. 6 The consideration of volumes through ITS/CAES and Inet is a function of the phased transition of Nasdaq from an operator of NASD facilities to a separate national securities exchange. As such, NASD fees schedules will be amended to remove all references to Nasdaq shortly after the time when Nasdaq begins to trade non-Nasdaq exchange-listed securities as an exchange. NASD is submitting a comparable filing to modify fees for non-Nasdaq exchange-listed securities, which likewise considers trading volumes through the Center. Currently, members with an average daily volume through the Center in all securities during the month of

(i)More than 30 million shares of liquidity provided, and

(ii)more than 50 million shares of liquidity accessed and/or routed; or members with an average daily volume through the Center in all securities during the month of

(i)more than 20 million shares of liquidity provided, and

(ii)more than 60 million shares of liquidity accessed and/or routed, pay a fee of $0.0027 per share executed when their orders access liquidity on the Center or are routed. Members with lower volumes pay a fee of $0.0028 or $0.003, depending on their volumes. The proposed rule change raises the volume thresholds needed to qualify for the $0.0027 fee, such that it will be available to market participants that

(i)Add more than 35 million shares of liquidity per day during the month and route or remove more than 55 million shares of liquidity per day during the month, or

(ii)add more than 25 million shares of liquidity per day during the month and route or remove more than 65 million shares of liquidity per day during the month. Currently, members adding more than 30 million shares of liquidity per day during the month receive a liquidity provider credit of $0.0025 per share executed; members providing less liquidity receive a credit of $0.002. The proposed rule change would raise the threshold needed to qualify for the $0.0025 rebate to 35 million shares per day. However, the proposed rule change also introduces an intermediate credit of $0.0022 per share executed for members that provide more than 20 million shares of liquidity during the month. Nasdaq announced the fees reflected in this proposed rule change on November 30, 2006, 7 as part of a market-wide evolution in the pricing structure for non-Nasdaq listed securities and an effort by Nasdaq to adopt consistent pricing for all types of securities. Previously, the fees charged by Nasdaq and other venues for non-Nasdaq securities had been characterized by low execution and routing fees and no credits for liquidity providers. During the Fall of 2006, however, other markets began to adopt higher execution fees, coupled with liquidity provider credits, thereby moving towards a structure that had long been in effect for Nasdaq-listed securities. As of January 2, 2007, NASD filed fees for ITS/CAES and Inet that reflected this evolving pricing structure, and Nasdaq adopted comparable fees for Nasdaq-listed securities traded through the Center. 8 However, the fees filed for January were intended as a one-month transition away from the previous structure, and therefore included lower thresholds to qualify for favorable pricing. In addition, the new higher thresholds reflecting the growing volumes of orders for NYSE-listed securities that are executed or routed through Inet and ITS/CAES, and are intended to encourage further usage. 7 *See* Nasdaq Head Trader Alert #2006-199 (November 30, 2006) (available at *http://www.nasdaqtrader.com/trader/news/2006/headtraderalerts/hta2006-199.stm* ). 8 *See* Securities Exchange Act Release No. 55129 (January 18, 2007), 72 FR 3894 (January 26, 2007)(SR-NASD-2006-137). *See also* Securities Exchange Act Release No. 55137 (January 19, 2007), 72 FR 3452 (January 25, 2007) (SR-NASDAQ-2006-068). 2. Statutory Basis Nasdaq believes that the proposed rule change is consistent with the provisions of Section 6 of the Act, 9 in general, and with Section 6(b)(4) of the Act, 10 in particular, in that the proposed rule change provides for the equitable allocation of reasonable dues, fees and other charges among members and issuers and other persons using any facility or system which Nasdaq operates or controls. Nasdaq believes that the fees are reasonably allocated among members based on their usage of the trading systems operated by Nasdaq, and are generally consistent with fees charged by other market centers for comparable services. 11 9 15 U.S.C. 78f. 10 15 U.S.C. 78f(b)(4). 11 NYSE Arca's fees are structured the same as Nasdaq's fees; Nasdaq's fees are generally the same or slightly lower. *See http://www.nyse.com/productservices/nysearcaequities/1157018931977.html* . BATS fees are also structured similarly, and are generally lower. *See* *http://www.batstrading.com/subscriber_resources/ BATS_Fee_Schedule_20070201.pdf* . NYSE uses a different pricing model, but recently made changes to its fees that are reflected in Nasdaq's fees for routing to NYSE. *See* *http://www.nyse.com/Frameset.html?nyseref=&displayPage=/press/ PressReleases.html* (November 30, 2006 press release). February 12, 2007 email from John Yetter, Nasdaq, to Joseph Morra, Commission. B. Self-Regulatory Organization's Statement on Burden on Competition Nasdaq does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act, as amended. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The proposed rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act 12 and Rule 19b-4(f)(2) thereunder, 13 in that the proposed rule change establishes or changes a member due, fee, or other charge. At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 12 15 U.S.C. 78s(b)(3)(A)(ii). 13 17 CFR 240.19b-4(f)(2). 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 e-mail to *rule-comments@sec.gov* . Please include File Number SR-NASDAQ-2007-003 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NASDAQ-2007-003. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing also will be available for inspection and copying at the principal office of NASDAQ. 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-NASDAQ-2007-003 and should be submitted on or before March 16, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 14 14 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-3093 Filed 2-22-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55299; File No. SR-NYSE-2007-01] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change to Amend Listing and Annual Fees Applicable to Investment Company Units, Currency Trust Shares, Commodity Trust Shares and streetTRACKS® Gold Shares February 15, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on January 24, 2007, the New York Stock Exchange LLC (“NYSE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule changes as described in Items I, II and III below, which Items have been substantially prepared by the NYSE. The Commission is publishing this notice to solicit comments on the proposed rule changes from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Changes The Exchange proposes to amend initial listing fees and annual fees applicable to Investment Company Units (“ICUs”), Currency Trust Shares, Commodity Trust Shares and streetTRACKS® Gold Shares in Section 902.07 of the NYSE Listed Company Manual (“Manual”), and to make conforming amendments to Sections 902.02 and 902.03 of the Manual. The text of the proposed rule change is available at the Commission's Public Reference Room, at the NYSE, and at its Web site: *http://www.nyse.com/Frameset.html?displayPage=http://apps.nyse.com/commdata/pub19b4.nsf/rulefilings?openview.* II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In filings with the Commission, the Exchange included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The NYSE has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend the Listing Fees and Annual Fees in Section 902.07 of the Manual applicable to Investment Company Units listed under Section 703.16, and to apply such fees to Currency Trust Shares as defined in Exchange Rule 1300A, Commodity Trust Shares as defined in Exchange Rule 1300B, and streetTRACKS® Gold Shares as defined in Exchange Rule 1300. The Exchange also proposes to make conforming amendments to Sections 902.02 (General Information on Fees) and 902.03 (Fees for Listed Equity Securities) of the Manual. Listing Fees The Exchange currently imposes a flat Original Listing Fee of $5,000 in connection with listing a series of Investment Company Units. The Exchange proposes to amend Section 902.07 to specify that a $5,000 Listing Fee will also be imposed in connection with the initial listing of each issue of Currency Trust Shares as defined in NYSE Rule 1300A and Commodity Trust Shares as defined in NYSE Rule 1300B. In addition, the proposed amendment reflects the $5,000 Listing Fee applicable to the currently-listed streetTRACKS® Gold Trust. 3 The Exchange has previously specified in its filings pursuant to Rule 19b-4 4 under the Act with respect to Currency Trust Shares and Commodity Trust Shares that a $5,000 initial listing fee applies, 5 and the Exchange believes it is appropriate to include such fee in the Exchange's Listing Fee schedule in Section 902.07. 3 The Commission approved Exchange listing of streetTRACKS® Gold Shares in Securities Exchange Act Release No. 50603 (October 28, 2004), 69 FR 64614 (November 5, 2004) (SR-NYSE-2004-22). The Exchange indicated in such filing that the listing fee for the streetTRACKS® Gold Trust was $5,000. 4 17 CFR 240.19b-4. 5 *See, e.g.* , Securities Exchange Act Release No. 54020 (June 20, 2006), 71 FR 36579 (June 27, 2006) (SR-NYSE-2006-35) (Listing of Six CurrencyShares Trusts). Annual Fees The Exchange currently imposes a flat Annual Fee of $2,000 for each series of ICUs listed on the Exchange. The Exchange has previously specified in its filings pursuant to Rule 19b-4 with respect to streetTRACKS® Gold Shares, Currency Trust Shares and Commodity Trust Shares that a $2,000 annual fee applies, 6 and the Exchange believes it is appropriate to include the Annual Fee, as proposed to be amended, in the Exchange's Listing Fee schedule in Section 902.07. 6 *Id.* The proposed Annual Fee will be tiered based on the number of shares outstanding of each issue of ICUs, Currency Trust Shares or Commodity Trust Shares, and to streetTRACKS® Gold Shares as follows: Number of Shares Outstanding (each issue) Annual Fee Less than 25 million $2,000 25 million up to 50 million 4,000 50 million up to 99,999,999 8,000 100 million up to 249,999,999 15,000 250 million up to 499,999,999 20,000 500 million and over 25,000 The Annual Fee will be billed each calendar quarter and will be apportioned based on the number of shares outstanding for an issue at the end of the preceding calendar quarter, as described below. The Listing Fee schedule for ICUs is not being changed as to amount, but would be amended to include application of the $5,000 Listing Fee to specified securities other than ICUs. The revised Annual Fee will be billed quarterly in arrears effective as of January 1, 2007. As such, billing for the first calendar quarter of 2007 will be based on the number of shares outstanding for an issue on March 30, 2007. For example, for an issue with 45 million shares outstanding on March 30, 2007, the Annual Fee payable for the quarter would be $1,000 ($4,000 Annual Fee divided by 4). If, at the end of the second calendar quarter of 2007, the number of shares outstanding for such issue increased to 55 million, the Annual Fee payable for such quarter would be $2,000 ($8,000 Annual Fee divided by 4). The Exchange believes it is appropriate to apply the revised Annual Fees to issuers of the specified securities as of January 1, 2007 to permit the Exchange to apply the fee in the same manner to all such issuers, including those listed on the Exchange in the first quarter of 2007. The Exchange further proposes to amend Section 902.02 of the Manual (General Information on Fees) to specify:

(1)That the fees set forth in Section 902 are also applicable to ICUs, streetTRACKS® Gold Shares, Currency Trust Shares and Commodity Trust Shares;

(2)that Listing Fees are based on the number of shares issued and outstanding, with the exception of ICUs, streetTRACKS® Gold Shares, Currency Trust Shares, and Commodity Trust Shares;

(3)that Annual Fees are calculated on a per share basis, with the exception of ICUs, streetTRACKS® Gold Shares, Currency Trust Shares, and Commodity Trust Shares; and

(4)that the $500,000 per year fee cap in Section 902.02 does not apply to ICUs, streetTRACKS® Gold Shares, Currency Trust Shares, and Commodity Trust Shares. Section 902.03 of the Manual (Fees for Listed Equity Securities) is proposed to be amended to specify that such section does not apply to streetTRACKS® Gold Shares, Currency Trust Shares, and Commodity Trust Shares (in addition to ICUs, closed-end funds, structured products, and short-term securities.) 2. Statutory Basis The basis under the Act for this proposed rule change is the requirement under Section 6(b)(4) of the Act 7 that an exchange have rules that provide for the equitable allocation of reasonable dues, fees, and other charges among its members, issuers and other persons using its facilities. 7 15 U.S.C. 78f(b)(4). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange has neither solicited nor received written comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 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 such 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 at *http://www.sec.gov/rules/sro.shtml;* or • Send an e-mail to *rule-comments@sec.gov.* Please include File No. SR-NYSE-2007-01 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File No. SR-NYSE-2007-01. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site at *http://www.sec.gov/rules/sro.shtml.* Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room, 100 F Street, NE., Washington, DC 20549. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File No. SR-NYSE-2007-01 and should be submitted on or before March 16, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 8 8 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-3066 Filed 2-22-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55295; File No. SR-NYSEArca-2007-13] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to NYSE Arca Marketplace Trading Sessions February 14, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on February 6, 2007, NYSE Arca, Inc. (“NYSE Arca” or “Exchange”), through its wholly owned subsidiary NYSE Arca Equities, Inc. (“NYSE Arca Equities”), filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been substantially prepared by the Exchange. The Exchange filed the proposal pursuant to Section 19(b)(3)(A) of the Act 3 and Rule 19b-4(f)(6) thereunder, 4 which renders the proposed rule change effective upon filing with the Commission. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A). 3 4 17 CFR 240.19b-4(f)(6). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes, through NYSE Arca Equities, to update the list in NYSE Arca Equities Rule 7.34 of securities eligible to trade in one or more, but not all three, of the Exchange's trading sessions. The Exchange proposes to add to the list shares of certain Funds (“Shares”) that are traded on NYSE Arca, L.L.C. (“NYSE Arca Marketplace”), the equities trading facility of NYSE Arca Equities, pursuant to unlisted trading privileges (“UTP”). The text of the proposed rule change is available on the Exchange's Web site ( *http://www.nysearca.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 Exchange included statements concerning the purpose of, and basis for, the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose NYSE Arca Equities Rule 7.34 currently provides, in part, that the NYSE Arca Marketplace shall have three trading sessions each day: an Opening Session (1 a.m. Pacific Time (“PT”) to 6:30 a.m. PT), a Core Trading Session (6:30 a.m. PT to 1 p.m. PT) and a Late Trading Session (1 p.m. PT to 5 p.m. PT), and that the Core Trading Session for securities described in NYSE Arca Equities Rules 5.1(b)(13), 5.1(b)(18), 5.2(j)(3), 8.100, 8.200, 8.201, 8.202, 8.203, 8.300, and 8.400 (each, a “Derivative Securities Product”) shall conclude at 1:15 pm PT. 5 5 NYSE Arca Equities Rules 5.1(b)(13), 5.2(j)(3), 8.100, 8.200, 8.201, 8.202, 8.203, 8.300, and 8.400 relate to Unit Investment Trusts, Investment Company Units, Portfolio Depositary Receipts, Trust Issued Receipts, Commodity-Based Trust Shares, Currency Trust Shares, Commodity Index Trust Shares, Partnership Units, and Paired Trust Shares, respectively. *See* Securities Exchange Act Release No. 54997 (December 21, 2006), 71 FR 78501 (December 29, 2006) (SR-NYSEArca-2006-77) (amending NYSE Arca Equities Rule 7.34). NYSE Arca Equities Rule 7.34 includes a list of those securities which are eligible to trade in one or more, but not all three, of the Exchange's trading sessions. 6 The Exchange maintains on its Internet Web site ( *http://www.nysearca.com* ) a list that identifies all securities traded on the NYSE Arca Marketplace that do not trade for the duration of each of the three sessions specified in NYSE Arca Equities Rule 7.34. 6 To make the list more transparent and easier to update, the list has been alphabetized and the number system removed. The Exchange proposes to add the following securities to these lists:

(1)Ultra Basic Materials ProShares;

(2)Ultra Consumer Goods ProShares;

(3)Ultra Consumer Services ProShares;

(4)Ultra Financials ProShares;

(5)Ultra Health Care ProShares;

(6)Ultra Industrials ProShares;

(7)Ultra Oil & Gas ProShares;

(8)Ultra Real Estate ProShares;

(9)Ultra Semiconductors ProShares;

(10)Ultra Technology ProShares;

(11)Ultra Utilities ProShares;

(12)UltraShort Basic Materials ProShares;

(13)UltraShort Consumer Goods ProShares;

(14)UltraShort Consumer Services ProShares;

(15)UltraShort Financials ProShares;

(16)UltraShort Health Care ProShares;

(17)UltraShort Industrials ProShares;

(18)UltraShort Oil & Gas ProShares;

(19)UltraShort Real Estate ProShares;

(20)UltraShort Semiconductors ProShares;

(21)UltraShort Technology ProShares; and

(22)UltraShort Utilities ProShares (“Funds”). 7 7 The Commission approved the trading of the Shares of the Funds on the NYSE Arca Marketplace pursuant to UTP in Securities Exchange Act Release No. 55125 (January 18, 2007), 72 FR 3462 (January 25, 2007) (SR-NYSEArca-2006-87). In addition, the Exchange proposes to change the names of the following securities on the lists to reflect their respective new names:

(1)StreetTRACKS Dow Jones STOXX 50 Fund is renamed DJ STOXX 50® ETF;

(2)streetTRACKS Dow Jones Euro STOXX 50 Fund is renamed DJ EURO 50® ETF; and

(3)streetTRACKS Dow Jones Global Titans Fund is renamed SPDR® DJ Global Titans ETF. These securities are traded on the NYSE Arca Marketplace pursuant to UTP and are Investment Company Units, described in Exchange Rule 5.2(j)(3). 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act, 8 in general, and furthers the objectives of Section 6(b)(5), 9 in particular, in that it is designed to facilitate transactions in securities, to promote just and equitable principles of trade, to enhance competition, and to protect investors and the public interest. 8 15 U.S.C. 78f(b). 9 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others The Exchange has neither solicited nor received written comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change does not:

(i)Significantly affect the protection of investors or the public interest;

(ii)impose any significant burden on competition; and

(iii)become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest, it has become effective pursuant to Section 19(b)(3)(A) of the Act 10 and Rule 19b-4(f)(6) thereunder. 11 10 15 U.S.C. 78s(b)(3)(A). 11 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) requires an exchange to give the Commission written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Commission has determined to waive the five-day pre-filing notice requirement in this case. The Exchange has asked the Commission to waive the 30-day operative delay. The Commission believes that such waiver is consistent with the protection of investors and the public interest because the proposed rule change should provide transparency and more clarity with respect to the trading hours eligibility of certain derivative securities products and should promote consistency in the trading halts of derivative securities. The Commission notes that this filing does not change the trading hours of the Derivative Securities Products listed in NYSE Arca Equities Rule 7.34, but codifies trading hour sessions that have been established through other rule changes or through the use of the Exchange's generic listing standards pursuant to Rule 19b-4(e) under the Act. For these reasons, the Commission designates the proposed rule change as operative immediately. 12 12 For purposes only of waiving the operative date of this proposal, the Commission has considered the rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). At any time within 60 days of the filing of the proposed rule change the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 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 e-mail to *rule-comments@sec.gov.* Please include File Number SR-NYSEArca-2007-13 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSEArca-2007-13. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro/shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing will also be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File number SR-NYSEArca-2007-13 and should be submitted by or before March 16, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 13 Florence E. Harmon, Deputy Secretary. 13 17 CFR 200.30-3(a)(12). [FR Doc. E7-3067 Filed 2-22-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55307; No. SR-OCC-2006-22] Self-Regulatory Organizations; The Options Clearing Corporation; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Enhance Futures Clearing Services by Providing an Alternative Method for Effecting Gross Position Adjustments and Certain Trade Management Services February 15, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”) 1 and Rule 19b-4 thereunder 2 notice is hereby given that on December 19, 2006, The Options Clearing Corporation (“OCC”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change described in Items I, II, and III below, which items have been prepared primarily by OCC. OCC filed the proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act 3 and Rule 19b-4(f)(4) 4 thereunder, which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the rule change from interested parties. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A)(iii). 4 17 CFR 240.19b-4(f)(4). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change OCC proposes to amend Rule 401 to accommodate an alternative method for effecting gross position adjustments and to enable members to update certain non-critical trade information. The text of the proposed rule change is available at *http://www.optionsclearing.com* , at the OCC, 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, OCC included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. OCC has prepared summaries, set forth in sections (A), (B), and

(C)below, of the most significant aspects of these statements. 5 5 The Commission has modified the text of the summaries prepared by OCC. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose OCC proposes to amend Rule 401 to accommodate an alternative method for effecting gross position adjustments and to enable members to update certain non-critical trade information. Position Adjustments Following the practice in the futures markets, OCC does not require that matched trade information submitted by a market identify each trade as opening or closing. 6 If a market elects to submit trade information without opening or closing identifiers, OCC treats all transactions as opening transactions. A clearing member then submits gross position adjustment information at the end of the day to reduce its positions to reflect the actual open interest in its accounts. In order to calculate gross position adjustment information for each position in a series of futures contracts, a clearing member must: determine its net ending position in that series; calculate its gross ending position in that series on OCC's books; 7 determine the gross position adjustment for that series by comparing the net ending position on its books with its calculation of the gross ending position on OCC's books; and submit gross position adjustments for each series in each account to OCC to ensure that OCC's records reflect the actual open interest. 6 OCC is aware that some markets may not have systems capable of making such identifications. 7 This step requires the clearing member to assume for each account that all trades defaulted to open, that OCC has received correct information on all trades, and that post-trade instructions affecting the segregated futures account were processed correctly. Futures commission merchant (“FCM”) clearing members find this process cumbersome and complex. These clearing members have requested OCC modify its systems to permit an alternative method of submitting gross position adjustment information. Specifically, they want to be able to advise OCC of the correct ending position for each series of futures contracts in their account(s) and have OCC compare the information to the current positions carried on OCC's books and effect the necessary position adjustment. 8 OCC understands this method of effecting gross position adjustments is commonly used by other futures clearing organizations. 8 Typically, a firm advises the clearinghouse of the correct ending long position in each series, and the clearinghouse adjusts both long and short positions in the clearing member's segregated futures account to ensure its books reflect such position and remain in balance. Only minor changes to the Interpretations and Policies to OCC's Rule 401 are necessary to support this alternative method of determining the actual open interest for futures. OCC proposes to amend Interpretation and Policy .01 to clarify that if there is an insufficient number of contracts in the account to effect the stated position adjustment, the adjustment will be applied only up to the number of available contracts and the remainder of the adjustment will not be affected. Non-Critical Trade Information FCM clearing members also have asked to use OCC's systems to update non-critical trade information, a practice that is customary within the futures industry. Non-critical trade information includes customer account or other identifying information or codes. Only minor changes to Rule 401 are required to accommodate this request. OCC is proposing to add a second interpretation to Rule 401 to provide that its systems may be used for such purposes provided that such updates are not in contravention of any rule of the exchange or market on which the trade was executed. OCC will not implement this rule change until the requisite systems are available, which is expected to be in or about the first quarter of 2007. 2. Statutory Basis The proposed rule change is consistent with Section 17A of the Act, 9 as amended, because it promotes the prompt and accurate clearance and settlement of transactions in derivatives contracts by providing mechanisms that are designed to ensure OCC's books and records contain accurate information regarding actual open interest in futures contracts and because OCC is able to provide its FCM clearing members with services that are standard in the futures industry. 9 15 U.S.C. 78q-1. B. Self-Regulatory Organization's Statement on Burden on Competition The proposed rule change will not impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were not and are not intended to be solicited with respect to the proposed rule change, and none have been received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing proposed rule change has become effective upon filing pursuant to Section 19(b)(3)(A)(iii) of the Act 10 and Rule 19b-4(f)(4) 11 thereunder because the rule does not adversely affect the safeguarding of securities or funds in the custody or control of the clearing agency or for which it is responsible and does not significantly affect the respective rights or obligations of the clearing agency or persons using the service. 10 15 U.S.C. 78s(b)(3)(A)(iii). 11 17 CFR 240.19b-4(f)(4). At any time within sixty days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 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 e-mail to *rule-comments@sec.gov* . Please include File Number SR-OCC-2006-22 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-OCC-2006-22. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filings also will be available for inspection and copying at the principal office of OCC and on OCC's Web site at *http://www.optionsclearing.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-OCC-2006-22 and should be submitted on or before March 16, 2007. For the Commission by the Division of Market Regulation, pursuant to delegated authority. 12 Florence E. Harmon, Deputy Secretary. 12 17 CFR 200.30-3(a)(12). [FR Doc. E7-3071 Filed 2-22-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55301; File No. SR-Phlx-2007-08] Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Permit the Listing and Trading of Quarterly Options Series February 15, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on February 9, 2007, the Philadelphia Stock Exchange, Inc. (“Exchange” or “Phlx”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been substantially prepared by the Exchange. Phlx has designated this proposal as noncontroversial under Section 19(b)(3)(A)(iii) of the Act 3 and Rule 19b-4(f)(6) thereunder, 4 which renders the proposed rule change effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A)(iii). 4 17 CFR 240.19b-4(f)(6). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Phlx proposes to amend its rules, including Rule 1000 (“Applicability, Definitions and References”), Rule 1012 (“Series of Options Open for Trading”), Rule 1000A (“Applicability and Definitions”), Rule 1001A (“Position Limits”), and Rule 1101A (“Terms of Option Contracts”), to permit the listing and trading of options series that may be opened for trading on any business day and expire at the close of business on the last business day of a calendar quarter (“Quarterly Options” or “Quarterly Options Series”). The pilot will commence the day the Exchange first initiates trading in a Quarterly Options Series and will continue through July 24, 2007 (the “Phlx Pilot”). 5 5 The Phlx proposal is substantially similar to a proposal by the American Stock Exchange LLC to list Quarterly Options Series on a pilot basis through July 24, 2007. *See* Securities Exchange Act Release No. 54137 (July 12, 2006), 71 FR 41283 (July 20, 2006) (SR-Amex-2006-67) (notice of filing and immediate effectiveness). The Commission has approved a substantially similar Quarterly Options Series pilot on behalf of the International Securities Exchange. *See* Securities Exchange Act Release No. 54113 (July 7, 2006), 71 FR 39694 (July 13, 2006) (SR-ISE-2006-24) (order approving proposal). In addition, the Chicago Board Options Exchange and NYSE Arca have also filed substantially similar proposals. *See* Securities Exchange Act Release Nos. 54123 (July 11, 2006), 71 FR 40558 (July 17, 2006) (SR-CBOE-2006-65) (notice of filing and immediate effectiveness) and 54166 (July 18, 2006), 71 FR 42151 (July 25, 2006) (SR-NYSEArca-2006-45) (notice of filing and immediate effectiveness). The Phlx proposal also incorporates certain changes made by CBOE to its version of the Quarterly Options Series pilot ( *e.g.* , limiting Quarterly Options Series to five strike prices above or below the value of an index). *See* Securities Exchange Act Release No. 54762 (November 16, 2006), 71 FR 67663 (November 22, 2006) (SR-CBOE-2006-93) (order approving proposal). The text of the proposed rule change is available on the Exchange's Web site ( *http://www.phlx.com/exchange/phlx_rule_fil.html* ), at the Exchange's principal office, 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 Exchange included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of the proposed rule change is to amend the Exchange's Rules, including Phlx Rules 1000, 1012, 1000A, 1001A, and 1101A, to establish the Phlx Pilot, which would accommodate the listing of Quarterly Options Series that would expire at the close of business on the last business day of a calendar quarter. 6 6 In 1994, the Exchange was granted SEC approval to list and trade narrow-based index options that expire at the end of each quarter on several Exchange indexes: Gold and Silver (symbol “XAU”); Utility (“UTY”); Bank (“BKX”); National Over-the-Counter (“XOC”); and Value Line (“VLE”). *See* Securities Exchange Act Release No. 34234 (June 17, 1994), 59 FR 32729 (June 24, 1994) (SR-Phlx-93-45). These proved to be of limited use as quarterly options and in fact the three remaining options (XAU, UTY, and BKX) are currently listed and trading only on monthly expiration cycles. Quarterly Options Series could be opened on any approved options class 7 on a business day (“Quarterly Options Opening Date”) and would expire at the close of business on the last business day of a calendar quarter (“Quarterly Options Expiration Date”). The Exchange would list series that expire at the end of the calendar quarters of this calendar year. 7 Quarterly Options Series may be opened in options on indexes or options on ETFs that satisfy the applicable listing criteria under Phlx rules. Quarterly Options Series listed on approved options classes would be P.M.-settled and, in all other respects, would settle in the same manner as do the monthly expiration series in the same options class. The proposed rule change would allow the Exchange to open up to five currently listed options classes that are options on exchange traded funds (“ETFs”). The strike price for each series would be fixed at a price per share, with at least two strike prices above and two strike prices below the approximate value of the underlying security at about the time that a Quarterly Options Series is opened for trading on the Exchange. The Exchange may list strike prices for a Quarterly Options Series on ETFs that are within $5 from the closing price of the underlying security on the preceding trading day. With respect to Quarterly Options Series based on an underlying index, the proposed rule change would allow the Exchange to list not more than five strike prices above and not more than five strike prices below the value of the underlying index. The Exchange may list additional Quarterly Options Series strike prices on indexes above the value of the underlying index provided that the total number of strike prices above the value of the underlying index is no greater than five. Similarly, the Exchange may list additional Quarterly Options Series strike prices on indexes below the value of the underlying index provided that the total number of strike prices below the value of the underlying index is no greater than five. The proposal would permit the Exchange to open for trading additional Quarterly Options Series of the same class when the Exchange deems it necessary to maintain an orderly market, to meet customer demand, or when the current market price of the underlying security or index moves substantially from the exercise prices of those Quarterly Options Series that already have been opened for trading on the Exchange. In addition, the exercise price of each Quarterly Options Series on an underlying index would be required to be reasonably related to the current index value of the index at or about the time such series of options were first opened for trading on the Exchange. For purposes of the Phlx Pilot, the term “reasonably related to the current index value of the underlying index” means that the exercise price is within 30 per cent of the current index value. The Exchange would also be permitted to open for trading additional Quarterly Options Series on an underlying index that are more than 30 per cent away from the current index value, provided that demonstrated customer interest exists for such series, as expressed by institutional, corporate, or individual customers or their brokers. 8 Market-makers trading for their own account shall not be considered when determining customer interest under this provision. 8 The “within 30 per cent” requirement is proposed specifically for the Phlx Pilot and is not otherwise in the Exchange's options rules. *See* Rule 1000 *et seq.* Because monthly options series expire on the third Friday of their expiration month, a Quarterly Options Series (which would expire on the last business day of the quarter) could never expire in the same week in which a monthly options series in the same class expires. That is not the case, however, for Short Term Option Series. Quarterly Options Series and Short Term Option Series on the same options class could potentially expire concurrently under the proposal. 9 Therefore, to avoid any confusion in the marketplace, the proposal stipulates that the Exchange may not list a Short Term Option Series that expires at the end of the day on the same day as a Quarterly Options Series in the same class expires. In other words, the proposed rules would not permit the Exchange to list a P.M.-settled Short Term Option Series on an ETF or an index that would expire on a Friday that is the last business day of a calendar quarter if a Quarterly Options Series on that ETF or index were scheduled to expire on that day. 9 The Exchange does not currently have any Short Term Option Series listed for trading but believes it is prudent to leave the Short Term Option concept in its proposed rule text so that all of the quarterly option pilots are similar. The proposed rules would, however, permit the Exchange to list an A.M.-settled Short Term Option Series and a P.M.-settled Quarterly Options Series in the same options class that both expire on the same day ( *i.e.* , on a Friday that is the last business day of the calendar quarter). The Exchange believes that the concurrent listing of an A.M.-settled Short Term Option Series and a P.M.-settled Quarterly Options Series on the same underlying ETF or index that expire on the same day would not tend to cause the same confusion as would P.M.-settled short term and quarterly series in the same options class and would provide investors with an additional hedging mechanism. Additionally, the interval between strike prices on Quarterly Options Series would be the same as the interval for strike prices for series in the same options class that expires in accordance with the normal monthly expiration cycles. The Exchange believes that Quarterly Options Series would provide investors with a flexible and valuable tool to manage risk exposure, minimize capital outlays, and be more responsive to the timing of events affecting the securities that underlie option contracts. At the same time, the Exchange is cognizant of the need to be cautious in introducing a product that can increase the number of outstanding strike prices. For that reason, the Exchange is proposing a limited pilot program for Quarterly Options Series. Under the terms of the Phlx Pilot, the Exchange could select up to five option classes on which Quarterly Options Series may be opened on any Quarterly Options Opening Date. The Exchange would also be allowed to list those Quarterly Options Series on any options class that is selected by another securities exchange with a similar Pilot Program under its rules. The Exchange believes that limiting the number of options classes in which Quarterly Options Series may be opened would help to ensure that the addition of the new series through the Phlx Pilot will have only a negligible impact on the Exchange's and the Option Price Reporting Authority's (“OPRA”) quoting capacity. Also, limiting the term of the Pilot Program to a finite period will allow the Exchange and the Commission to determine whether the program should be extended, expanded, and/or made permanent. If the Exchange were to propose an extension or an expansion of the pilot, or were to propose to make the Phlx Pilot permanent, along with any filing proposing such amendments, the Exchange would submit a Phlx Pilot report (“Report”) that would provide an analysis of the pilot program covering the entire period during which the Phlx Pilot was in effect. The Report would include, at a minimum:

(1)Data and written analysis on the open interest and trading volume in the classes for which Quarterly Options Series were opened;

(2)an assessment of the appropriateness of the options classes selected for the Phlx Pilot;

(3)an assessment of the impact of the Phlx Pilot on the capacity of Phlx, OPRA, and on market data vendors (to the extent data from market data vendors is available);

(4)any capacity problems or other problems that arose during the operation of the Phlx Pilot and how Phlx addressed such problems;

(5)any complaints that the Phlx received during the operation of the Phlx Pilot and how the Phlx addressed them; and

(6)any additional information that would assist in assessing the operation of the Phlx Pilot. The Report must be submitted to the Commission at least 60 days prior to the expiration date of the Phlx Pilot. Alternatively, at the end of the Phlx Pilot, if the Exchange determines not to propose an extension or an expansion of the Phlx Pilot, or if the Commission determines not to extend or expand the Phlx Pilot, the Exchange would no longer list any additional Quarterly Options Series and would limit all existing open interest in Quarterly Options Series to closing transactions only. Finally, the Exchange represents that it has the necessary systems capacity to support new options series that will result from the introduction of Quarterly Options Series. 2. Statutory Basis The Exchange believes that its proposal to list and trade Quarterly Options Series will satisfy institutional demand for such options and provide additional flexibility and risk management and hedging tools to investors. For these reasons, the Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act 10 in general, and furthers the objectives of Section 6(b)(5) of the Act 11 in particular, in that it is designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and to protect investors and the public interest. 10 15 U.S.C. 78f(b). 11 15 U.S.C. 78 f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The Exchange believes that the foregoing proposed rule change may take effect upon filing with the Commission pursuant to Section 19(b)(3)(A) of the Act 12 and subparagraph (f)(6)(iii) of Rule 19b-4 thereunder 13 because the foregoing proposed rule change

(i)Does not significantly affect the protection of investors or the public interest;

(ii)does not impose any significant burden on competition; and

(iii)does not become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, if consistent with the protection of investors and the public interest. 14 12 15 U.S.C. 78s(b)(3)(A). 13 17 CFR 240.19b-4(f)(6)(iii). 14 The Exchange provided the Commission with pre-filing notice of the proposal, as required by Rule 19b-4(f)(6)(iii). A proposed rule change filed under Rule 19b-4(f)(6) normally does not become operative for 30 days after the date of filing. However, Rule 19b-4(f)(6)(iii) permits the Commission to waive the operative delay if such action is consistent with the protection of investors and the public interest. The Exchange has requested that the Commission waive the 30-day operative delay and designate the proposed rule change immediately operative, so that the Exchange can have quarterly options pilot rules that are similar to that of other options exchanges. The Exchange believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest. The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest. The Commission notes that the proposal is substantially identical to the CBOE's pilot program for quarterly option series, previously published for comment 15 and approved by the Commission, 16 and is substantially similar to existing pilot programs currently in place at other SROs. 17 Thus, Phlx's proposal raises no new issues of regulatory concern. Moreover, waiving the operative delay will allow Phlx to immediately compete with other exchanges that list and trade quarterly options under similar programs, and consequently will benefit the public. Therefore, the Commission has determined to waive the 30-day delay and allow the proposed rule change to become operative upon filing. 18 15 *See* Securities Exchange Act Release Nos. 54123 (July 11, 2006), 71 FR 40558 (July 17, 2006) (SR-CBOE-2006-65) (notice of filing and immediate effectiveness for CBOE's quarterly option series pilot program). 16 *See* Securities Exchange Act Releases No. 54762 (November 16, 2006), 71 FR 67663 (November 22, 2006) (SR-CBOE-2006-93) (order approving certain amendments to CBOE's quarterly option series pilot program). 17 *See supra* note 5. 18 For purposes only of waiving the operative delay of this proposal, the Commission notes that it has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 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 e-mail to *rule-comments@sec.gov.* Please include File No. SR-Phlx-2007-08 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-Phlx-2007-08. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commissions Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-Phlx-2007-08 and should be submitted on or before March 16, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 19 19 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-3070 Filed 2-22-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55305; File No. SR-Phlx-2006-65] Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; Notice of Filing and Order Granting Accelerated Approval of Proposed Rule Change as Modified by Amendment Nos. 2 and 3 Thereto Relating to Options on the Russell 2000® Index February 15, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on October 31, 2006 the Philadelphia Stock Exchange, Inc. (“Phlx” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been substantially prepared by the Exchange. On November 22, 2006, the Exchange filed Amendment No. 1 to the proposed rule change. On January 24, 2007, the Exchange filed Amendment No. 2 to the proposed rule change. 3 On February 7, 2007, the Exchange filed Amendment No. 3 to the proposed rule change. This order provides notice of the proposed rule change as modified by Amendment Nos. 2 and 3 and approves the proposed rule change as amended on an accelerated basis. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 Amendment No. 2 superceded Amendment No. 1 in its entirety. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend its Rules 1079 (FLEX Index and Equity Options), 1001A (Position Limits), and 1101A (Terms of Option Contracts) so that it can list and trade cash-settled, European-style options, including FLEX options and LEAPS, 4 on the Russell 2000® Index of the Frank Russell Company (“Russell”), namely full value options (“Full Value Russell Options”) and one-tenth value options (“Reduced Value Russell Options”) on the Russell 2000® Index. 4 FLEX options are customized or flexible index and equity options and LEAPS are Long-term Equity Anticipation Securities or long term options series. *See* Phlx Rules 1079, 1012 and 1101A. The Exchange does not anticipate listing reduced value LEAPS on the Russell 2000® Index. Amended Phlx Rule 1001A would establish position limits for the Full Value Russell Options of 50,000 contracts total on either side of the market, with 30,000 contracts in the nearest expiration month, and position limits for the Reduced Value Russell Options of 500,000 contracts total on either side of the market, with 300,000 contracts total in the nearest expiration month. Amended Phlx Rule 1079 would establish similar position limits for FLEX Full Value Russell Options and FLEX Reduced Value Russell Options. Amended Phlx Rule 1101A would establish that Full Value Russell Options and the Reduced Value Russell Options may be traded on the Exchange until 4:15 p.m. each business day, and that Phlx may list $2.50 or higher strike price intervals for options on the Russell 2000® Index if the strike price is less than $200. The text of the proposed rule change is available at the Phlx, the Commission's Public Reference Room, and *www.phlx.com/exchange/phlx_rule_fil.html.* II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item III below. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend its Rules 1079 (FLEX Index and Equity Options), 1001A (Position Limits), and 1101A (Terms of Option Contracts) to list and trade on the Exchange cash-settled, European-style index options on the full and reduced values of the Russell 2000 ® Index. 5 5 Although Exchange Rule 1009A has generic listing standards for options on broad-based indexes that apply to options on the Russell 2000 ® Index, *see* Securities Exchange Act Release No. 54158 (July 17, 2006), 71 FR 41853 (July 24, 2006) (SR-Phlx-2006-17), the proposed rule change is necessary to establish, among other things, larger position limits on such Russell products. The Russell 2000 ® Index is a capitalization-weighted index containing the smallest 2000 companies in the Russell 3000 ® Index, which includes the largest 3,000 companies incorporated in the United States. All index components are traded on the New York Stock Exchange LLC (“NYSE”), the American Stock Exchange LLC (“Amex”), and/or The NASDAQ Stock Market LLC (“Nasdaq”). Options on the Russell 2000 ® Index and other Russell indexes currently trade on the Chicago Board Options Exchange, Inc. (“CBOE”) and other options exchanges. 6 The Exchange also is proposing to be able to list and trade long-term options on the Russell 2000 ® Index. 7 6 *See* Securities Exchange Act Release Nos. 49388 (March 10, 2004), 69 FR 12720 (March 17, 2004) (SR-CBOE-2003-51) (approving listing and trading on CBOE of options, including LEAPS, on the Russell Top 200 ® Index, Russell Top 200 ® Growth Index, and the Russell Top 200 ® Value Index); 48591 (October 2, 2003), 68 FR 58728 (October 10, 2003) (SR-CBOE-2003-17) (approving listing and trading on CBOE of options, including LEAPS, on the Russell 3000 ® Index, Russell 3000 ® Value Index, Russell 3000 ® Growth Index, Russell 2000 ® Value Index, Russell 2000 ® Growth Index, Russell 1000 ® Index, Russell 1000 ® Value Index, Russell 1000 ® Growth Index, Russell MidCap ® Index, Russell MidCap ® Value Index, and Russell MidCap ® Growth Index); and 31382 (October 30, 1992), 57 FR 52802 (November 5, 1992) (SR-CBOE-92-02) (approving listing and trading on CBOE of options, including LEAPS, on the Russell 2000 ® Index). *See also* Securities Exchange Act Release Nos. 51619 (April 27, 2005), 70 FR 22947 (May 3, 2005) (SR-ISE-2005-09) (order approving listing and trading on the International Securities Exchange (“ISE”) of options, including LEAPS, on the Russell 3000 ® Index, Russell 3000 ® Value Index, Russell 3000 ® Growth Index, Russell 2500 ® Index, Russell 2500 ® Value Index, Russell 2500 ® Growth Index, Russell 2000 ® Index, Russell 2000 ® Value Index, Russell 2000 ® Growth Index, Russell 1000 ® Index, Russell 1000 ® Value Index, Russell 1000 ® Growth Index, Russell Top 200 ® Index, Russell Top 200 ® Value Index, Russell Top 200 ® Growth Index, Russell MidCap ® Index, Russell MidCap ® Value Index, Russell MidCap ® Growth Index, Russell Small Cap ® Completeness Index, Russell Small Cap ® Completeness Value Index, and Russell Small Cap ® Completeness Growth Index); and 53191 (January 30, 2006), 71 FR 6111 (February 6, 2006) (SR-Amex-2005-061) (order approving listing and trading on the Amex of options, including LEAPS, on the Russell 1000 ® Index, Russell 1000 ® Growth Index, Russell 1000 ® Value Index, Russell 2000 ® Index, Russell 2000 ® Growth Index, Russell 2000 ® Value Index, Russell 3000 ® Index, Russell 3000 ® Growth Index, Russell 3000 ® Value Index, Russell MidCap ® Index, Russell MidCap ® Growth Index, Russell MidCap ® Value Index, and Russell Top 50 ® Index). 7 Per subsection (b)(iii) of Phlx Rule 1101A, the Exchange may list, with respect to any class of stock index options, series of options having up to 60 months to expiration. Index Design and Composition The Russell 2000 ® Index is designed to be a comprehensive representation of the investable U.S. equity market. The index is capitalization-weighted and includes only common stocks belonging to corporations domiciled in the United States that are traded on NYSE, Nasdaq, or Amex. Stocks are weighted by their “available” market capitalization, which is calculated by multiplying the primary market price by the “available” shares; that is, total shares outstanding less corporate cross-owned shares; shares owned by Employee Stock Ownership Plans and Leveraged Employee Stock Ownership Plans that comprise 10% or more of shares outstanding; shares that are part of unlisted share classes; shares held by an individual, a group of individuals acting together, or a corporation not in the index that owns 10% or more of the shares outstanding; and shares subject to Initial Public Offering lock-ups. The Russell 2000 ® Index is designed to measure the performance of the 2,000 smallest companies in the Russell 3000 ® Index, representing approximately 8% of the investable U.S. equity market. 8 8 Additional information about the Russell indexes can also be found at *http://www.russell.com/us/indexes/us/definitions.asp.* All equity securities listed on NYSE, Amex, or Nasdaq are considered for inclusion in the Russell 2000 ® Index, with the following exceptions:

(1)Stocks trading at less than $1.00 per share on May 31 of each year;

(2)stocks of non-U.S. companies;

(3)preferred and convertible preferred stocks;

(4)redeemable shares;

(5)participating preferred stocks;

(6)warrants and rights;

(7)trust receipts;

(8)royalty trusts;

(9)limited liability companies;

(10)Bulletin Board and Pink Sheet stocks;

(11)closed-end investment companies;

(12)limited partnerships; and

(13)foreign stocks. As a special exception, Berkshire Hathaway is also excluded. The Russell 2000 ® Index is derived from the smallest 2000 companies in the Russell 3000 ® Index and represents approximately 8% of the investable U.S. equity market. 9 All of these stocks are “NMS Stocks” as defined in Rule 600 of Regulation NMS under the Act. 9 The Russell 3000 ® Index in turn measures the performance of the 3,000 largest U.S. companies based on total market capitalization, representing approximately 98% of the investable U.S. equity market. As of June 30, 2006, the stocks comprising the Russell 2000 ® Index had an average market capitalization of $641.69 million, ranging from a high of $2.33 billion (Maverick Tube Corp.) to a low of $305.29 million (Tiens Biotech Group). The number of available shares outstanding averaged 35.80 million, ranging from a high of 482.72 million (Conexant Systems Inc.) to a low of 1.26 million (Seaboard Corp.). The six-month average daily trading volume for Russell 2000 ® Index components was 461,255 shares per day, ranging from a high of 20.37 million shares per day (Conexant Systems Inc.) to a low of 2,067 shares per day (Arden Group). Stocks that averaged less than 50,000 shares per day for the previous six months accounted for 12% of the index weight of the Russell 2000 ® Index. Additionally, over 56% of Russell 2000 ® Index components have options listed on them, representing over 94% of the index weight. The Russell 2000 ® Index has a total capitalization of approximately $1.6 trillion as of December 18, 2006. Index Calculation and Index Maintenance The value of the Russell 2000® Index (both full and reduced value) is currently calculated by Reuters on behalf of Russell and is disseminated every 15 seconds during regular Phlx trading hours to market information vendors via the Options Price Reporting Authority (“OPRA”). The methodology used to calculate the value of the Russell 2000® Index is similar to the methodology used to calculate the value of other well known market-capitalization-weighted indexes, reflecting the total market value of the component stocks relative to a particular base period and is computed by dividing the total market value of the companies in the index by the index divisor. The divisor is adjusted periodically to maintain consistent measurement of the index. The base index value of the Russell 2000® Index was $135.00 on the December 31, 1986 base index date, and the value of the Russell 2000® Index on December 31, 2005 was $673.22. In recent years, the values of the Russell 2000® Index has increased significantly. As a result, the premium for options on the Russell 2000® Index has also increased, causing these index options to trade at a level that may be uncomfortably high for retail investors. Therefore, the Exchange also proposes to trade Reduced Value Russell Options. The Exchange believes that listing reduced value options would attract a greater source of customer business than if it listed only full value options on the Russell 2000® Index. The Exchange further believes that listing reduced value options would provide an opportunity for investors to hedge, or speculate on, the market risk associated with the stocks comprising the Russell 2000® Index and use this trading vehicle while extending a smaller outlay of capital. The Exchange believes that this should attract additional investors and, in turn, create a more active and liquid trading environment. 10 10 The Exchange believes that reduced value options on certain Russell indexes have generated considerable interest from investors, as measured, for example, by the robust trading volume of reduced value options on the Russell 2000® Index that traded on CBOE and the ISE in 2005 (total 320,876 contracts). Full value and reduced value options on the Russell 2000® Index would expire on the Saturday following the third Friday of the expiration month (“Expiration Saturday”). Trading in options on the Russell 2000® Index would normally cease at 4:15 p.m. Eastern Standard Time (“EST”) on the Thursday preceding an Expiration Saturday. The exercise settlement value at expiration of each new index option would be calculated by Reuters on behalf of Russell, based on the opening prices of the index's component securities on the last business day prior to expiration (“Settlement Day”). 11 The Settlement Day is normally the Friday preceding Expiration Saturday. If a component security in a Russell index does not trade on Settlement Day, the last reported sales price in the primary market from the previous trading day would be used to calculate both full and reduced settlement values. Settlement values for the full and reduced value options on the Russell 2000® Index would be disseminated by OPRA. 11 The aggregate exercise value of the option contract is calculated by multiplying the index value by the index multiplier, which is 100. The Russell 2000® Index is monitored and maintained by Russell, which is responsible for making all necessary adjustments to the index to reflect component deletions, share changes, stock splits, stock dividends (other than ordinary cash dividends), and stock price adjustments due to restructuring, mergers, or spin-offs involving the underlying components. Some corporate actions, such as stock splits and stock dividends, require simple changes to the available shares outstanding and the stock prices of the underlying components. Other corporate actions, such as share issuances, change the market value of an index and require the use of an index divisor to effect adjustments. The Russell 2000® Index is re-constituted annually on June 30, based on prices and available shares outstanding as of the preceding May 31. New index components are added only as part of the annual re-constitution, after which, should a stock be removed from an index for any reason, it could not be replaced until the next re-constitution. The Exchange represents that, although it is not involved in the maintenance of any of the Russell indexes, it would monitor the Russell 2000® Index on a quarterly basis and notify the Commission's Division of Market Regulation (“Division”) by filing a proposed rule change pursuant to Rule 19b-4 if:

(i)The number of securities in the index drops by one-third or more;

(ii)10% or more of the weight of the index is represented by component securities having a market value of less than $ 75 million;

(iii)less than 80% of the weight of the index is represented by component securities that are eligible for options trading pursuant to Phlx Rule 1009;

(iv)10% or more of the weight of the index is represented by component securities trading less than 20,000 shares per day; or

(v)the largest component security in the index accounts for more than 15% of the weight of the index, or the largest five components in the aggregate account for more than 50% of the weight of the index. The Exchange also would notify the Division immediately if Russell ceases to maintain or calculate the Russell 2000® Index on which Phlx is proposing to list and trade options, or if the full or reduced value of the Russell 2000® Index is not disseminated every 15 seconds by a widely available source. If the Russell 2000® Index ceases to be maintained or calculated, or its values are not disseminated every 15 seconds by a widely available source, the Exchange would not list any additional series for trading and would limit all transactions in options on that index to closing transactions only for the purpose of maintaining a fair and orderly market and protecting investors. Contract Specifications The proposed contract specifications for full and reduced value options on the Russell 2000® Index are based on the contract specifications of similar options currently listed on CBOE, ISE and Amex. 12 The Russell 2000® Index is a broad-based index, as defined in Phlx Rule 1000A(b)(11). Full and reduced value options on the Russell 2000® Index would be European-style and a.m. cash-settled. The Exchange's standard trading hours for index options (9:30 a.m. to 4:15 p.m. EST), as set forth in Commentary .01 to Phlx Rule 1101A, would apply to options on the Russell 2000® Index (both full and reduced value). Exchange rules that apply to the trading of options on broad-based indexes also would apply to both the full value and reduced value options on the Russell 2000® Index. 13 The trading of these options also would be subject to, among others, Exchange rules governing margin requirements and trading halt procedures for index options. 12 *See* supra note 6. 13 *See generally* Phlx Rules 1000A through 1106A (Rules Applicable to Trading of Options on Indices) and Phlx Rules 1000 through 1093 (Options Rules of the Phlx). For Full Value Russell Options, the Exchange proposes to establish in its Rule 1001A(a)(iv) an aggregate position limit of 50,000 contracts on the same side of the market, provided that no more than 30,000 of such contracts are in the nearest expiration month series. Full Value Russell Options contracts would be aggregated with Reduced Value Russell Options contracts, where ten Reduced Value Russell Options contracts would equal one Full Value Russell Options contract. 14 These limits are identical to the limits applicable to options based on the Russell 2000® Index that currently trade on CBOE. 15 14 The same limits that apply to position limits would apply to exercise limits for these products. *See* Phlx Rule 1002A. 15 *See* CBOE Rule 24.4(a). Additionally, Commentary .01 to Phlx Rule 1001A provides that under certain circumstances index options positions may be exempted from established position limits for each contract “hedged” by an equivalent dollar amount of the underlying component securities. Furthermore, Commentary .02 provides that member organizations may receive exemptions of up to two times the applicable position limit where the index options positions are in proprietary accounts used for the purpose of facilitating orders for customers of those member organizations. *See* Phlx Rule 1001A. The Exchange proposes to apply existing index margin requirements for the purchase and sale of options on the Russell 2000® Index. *See* Phlx Rule 722. The Exchange proposes to set strike price intervals for index options of at least $2.50 when the strike price of full or reduced value options on the Russell 2000® Index is below $200, and at least $5.00 strike price intervals otherwise. The minimum tick size for series trading below $3 would be $0.05, and for series trading at or above $3 would be $0.10. *See* Phlx Rule 1034 and proposed Rule 1101A. The Exchange proposes to list series of Full Value Russell Options and Reduced Value Russell Options having up to three consecutive expiration months, with the shortest-term series initially having no more than two months to expiration (consecutive month series), and may designate one expiration cycle for each class that shall consist of four calendar months occurring at three-month intervals (cycle month series). Thus, the Exchange intends to initially list and trade options on the Russell 2000® Index in the following six series: February, March, April, June, September and December. In addition, LEAPS having up to 60 months to expiration may be traded. 16 *See* Phlx Rule 1101A. The trading of long-term options series on the Russell 2000® Index would be subject to the same rules that govern all the Exchange's index options, including sales practice rules, margin requirements, and trading rules. 16 The Exchange is not proposing to list reduced-value LEAPS on the Russell 2000® Index. All of the specifications and calculations for Reduced Value Russell Options would be the same as those used for the Full Value Russell Options with position limits adjusted accordingly for Reduced Value Russell Options. The reduced value options would trade independently of, and in addition to, the full value options. Options on the Russell 2000® Index would be subject to the same rules that presently govern all Exchange index options, including sales practice rules, margin requirements, trading rules, and position and exercise limits. Surveillance and Capacity The Exchange represents that it has an adequate surveillance program in place for options on the Russell 2000® Index and intends to apply those same procedures that it applies to the Exchange's other index options. Additionally, the Exchange is a member of the Intermarket Surveillance Group (“ISG”) under the Intermarket Surveillance Group Agreement, dated June 20, 1994. The members of the ISG include all of the national securities exchanges. The ISG members work together to coordinate surveillance and share information regarding the stock and options markets. In addition, the major futures exchanges are affiliated members of the ISG, which allows for the sharing of surveillance information for potential intermarket trading abuses. The Exchange also represents that it has the necessary systems capacity to support the new options series that would result from the introduction of full value and reduced value options on the Russell 2000® Index, including full value LEAPS on the Russell 2000® Index. The Exchange has provided the Commission with system capacity information to support this representation. 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act 17 in general, and furthers the objectives of Section 6(b)(5) of the Act 18 in particular, in that it will permit trading in options on the Russell 2000® Index pursuant to rules designed to prevent fraudulent and manipulative practices and to protect investors and the public interest. 17 15 U.S.C. 78f(b). 18 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. III. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov* . Please include File Number SR-Phlx-2006-65 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-Phlx-2006-65. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-Phlx-2006-65 and should be submitted on or before March 16, 2007. IV. Commission's Findings and Order Granting Accelerated Approval of Proposed Rule Change The Commission finds that the proposed rule change, as amended, is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange. 19 In particular, the Commission believes that the proposal is consistent with Section 6(b)(5) of the Act, 20 which requires that the rules of an exchange be 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 a national market system, and in general to protect investors and the public interest. 19 In approving this proposal, the Commission has considered its impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 20 15 U.S.C. 78f(b)(5). The Commission notes that it previously has found that the listing and trading on the CBOE, the ISE and the Amex of options on the Russell 2000 ® Index, and those exchanges' position and exercise limits applicable to such options, are consistent with the Act. 21 The Phlx has proposed substantially similar contract specifications for these options, as well as identical position and exercise limits for these options. The Commission finds nothing that would cause it to revisit those earlier findings or prohibit the listing and trading of these options on the Phlx. 21 *See* Securities Exchange Act Release Nos. 31382, 51619 and 53191, *supra* at note 6. As noted above, the Russell 2000 ® Index is designed to represent a broad segment of the U.S. equity securities market. Furthermore, the Phlx has represented that it would notify the Commission if:

(i)The number of securities in the index drops by one-third or more;

(ii)10% or more of the weight of the index is represented by component securities having a market value of less than $75 million;

(iii)less than 80% of the weight of the index is represented by component securities that are eligible for options trading pursuant to Phlx Rule 1009;

(iv)10% or more of the weight of the index is represented by component securities trading less than 20,000 shares per day; or

(v)the largest component security in the index accounts for more than 15% of the weight of the index, or the largest five components in the aggregate account for more than 50% of the weight of the index. In approving this proposal, the Commission has specifically relied on the following representations made by the Exchange: 1. The Exchange would notify the Division immediately if Russell ceases to maintain or calculate the Russell 2000 ® Index on which Phlx is proposing to list and trade options, or if the full or reduced value of the Russell 2000 ® Index is not disseminated every 15 seconds by a widely available source. If the Russell 2000 ® Index ceases to be maintained or calculated, or its values are not disseminated every 15 seconds by a widely available source, the Exchange would not list any additional series for trading and would limit all transactions in options on that index to closing transactions only for the purpose of maintaining a fair and orderly market and protecting investors. 2. The Exchange has an adequate surveillance program in place for the proposed options on the Russell 2000 ® Index. 3. The additional quote and message traffic that will be generated by listing and trading the proposed options on the Russell 2000 ® Index, including full value LEAPS on the Russell 2000 ® Index, will not exceed the Exchange's current message capacity allocated by the Independent System Capacity Advisor. The Commission further notes that, in approving this proposal, it relied on the Exchange's discussion of how Russell currently calculates the Russell 2000 ® Index. If the manner in which the Russell 2000 ® Index is calculated were to change substantially, this approval order might no longer be effective. The Commission finds good cause for approving this proposal before the thirtieth day after the publication of notice thereof in the **Federal Register** . Options on the Russell 2000 ® Index already have been approved for listing and trading on other exchanges and are governed by contract specifications that are substantially similar to those proposed by the Phlx. Therefore, accelerating approval of the Exchange's proposal should benefit investors by creating, without undue delay, additional competition in the market for options on the Russell 2000 ® Index. V. Conclusion *It is therefore ordered,* pursuant to Section 19(b)(2) of the Act, 22 that the proposed rule change (SR-Phlx-2006-65), as modified by Amendment Nos. 2 and 3, be, and it hereby is, approved on an accelerated basis. 22 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 23 23 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E7-3089 Filed 2-22-07; 8:45 am] BILLING CODE 8010-01-P SMALL BUSINESS ADMINISTRATION [Disaster Declaration # 10811] Illinois Disaster # IL-00007 AGENCY: U.S. Small Business Administration. ACTION: Notice. SUMMARY: This is a Notice of the Presidential declaration of a major disaster for Public Assistance Only for the State of Illinois (FEMA-1681-DR), dated February 9, 2007. *Incident:* Severe Winter Storm. *Incident Period:* November 30, 2006 through December 1, 2006. *Effective Date:* February 9, 2007. *Physical Loan Application Deadline Date:* April 10, 2007. ADDRESSES: Submit completed loan applications to: U.S. Small Business Administration, Processing and Disbursement Center, 14925 Kingsport Road Fort Worth, TX 76155. FOR FURTHER INFORMATION CONTACT: A. Escobar, Office of Disaster Assistance, US Small Business Administration, 409 3rd Street SW., Suite 6050, Washington, DC 20416. SUPPLEMENTARY INFORMATION: Notice is hereby given that as a result of the President's major disaster declaration on February 9, 2007, Private Non-Profit organizations that provide essential services of a governmental nature may file disaster loan applications at the address listed above or other locally announced locations. The following areas have been determined to be adversely affected by the disaster: *Primary Counties:* Bond, Calhoun, Christian, De Witt, Fayette, Jersey, Logan, Macon, Macoupin, Madison, Mclean, Monroe, Montgomery, Piatt, Saint Clair, Sangamon, Shelby, Woodford. The Interest Rates are: Percent Other (Including Non-Profit Organizations) With Credit Available Elsewhere 5.250 Businesses and Non-Profit Organizations Without Credit Available Elsewhere 4.000 The number assigned to this disaster for physical damage is: 10811. (Catalog of Federal Domestic Assistance Number 59008) Roger B. Garland, Acting Associate Administrator for Disaster Assistance. [FR Doc. E7-3086 Filed 2-22-07; 8:45 am] BILLING CODE 8025-01-P SMALL BUSINESS ADMINISTRATION [Disaster Declaration # 10787] Missouri Disaster Number MO-00008 AGENCY: U.S. Small Business Administration. ACTION: Amendment 2. SUMMARY: This is an amendment of the Presidential declaration of a major disaster for Public Assistance Only for the State of Missouri (FEMA-1676-DR), dated January 15, 2007. *Incident:* Severe Winter Storms and Flooding. *Incident Period:* January 12, 2007 through January 22, 2007. *Effective Date:* February 9, 2007. *Physical Loan Application Deadline Date:* March 16, 2007. ADDRESSES: Submit completed loan applications to: U.S. Small Business Administration, Processing and Disbursement Center, 14925 Kingsport Road, Fort Worth, TX 76155. FOR FURTHER INFORMATION CONTACT: A. Escobar, Office of Disaster Assistance, U.S. Small Business Administration, 409 3rd Street SW., Suite 6050, Washington, DC 20416. SUPPLEMENTARY INFORMATION: The notice of the President's major disaster declaration for Private Non-Profit organizations in the State of Missouri, dated 01/15/2007, is hereby amended to include the following areas as adversely affected by the disaster. *Primary Counties:* Benton, Boone, Cedar, Texas. All other information in the original declaration remains unchanged. (Catalog of Federal Domestic Assistance Number 59008). Roger B. Garland, Acting Associate Administrator for Disaster Assistance. [FR Doc. E7-3087 Filed 2-22-07; 8:45 am] BILLING CODE 8025-01-P SMALL BUSINESS ADMINISTRATION [Disaster Declaration # 10812] Washington Disaster # WA-00009 AGENCY: U.S. Small Business Administration. ACTION: Notice. SUMMARY: This is a Notice of the Presidential declaration of a major disaster for Public Assistance Only for the State of Washington (FEMA-1682-DR), dated February 14, 2007. *Incident:* Severe Winter Storms, Landslides, and Mudslides. *Incident Period:* December 14, 2006 through December 15, 2006. *Effective Date:* February 14, 2007. *Physical Loan Application Deadline Date:* April 16, 2007. ADDRESSES: Submit completed loan applications to: U.S. Small Business Administration, Processing And Disbursement Center, 14925 Kingsport Road, Fort Worth, TX 76155. FOR FURTHER INFORMATION CONTACT: A. Escobar, Office of Disaster Assistance, U.S. Small Business Administration, 409 3rd Street SW., Suite 6050, Washington, DC 20416. SUPPLEMENTARY INFORMATION: Notice is hereby given that as a result of the President's major disaster declaration on 02/14/2007, Private Non-Profit organizations that provide essential services of a governmental nature may file disaster loan applications at the address listed above or other locally announced locations. The following areas have been determined to be adversely affected by the disaster: *Primary Counties:* Chelan, Clallam, Clark, Grant, Grays Harbor, Island, King, Klickitat, Lewis, Mason, Pacific, Pend Oreille, Pierce, San Juan, Skagit, Skamania, Snohomish, Thurston, Wahkiakum. The Interest Rates are: Percent Other (Including Non-Profit Organizations) With Credit Available Elsewhere 5.250 Businesses and Non-Profit Organizations Without Credit Available Elsewhere 4.000 The number assigned to this disaster for physical damage is: 10812. (Catalog of Federal Domestic Assistance Number 59008). Roger B. Garland, Acting Associate Administrator for Disaster Assistance. [FR Doc. E7-3088 Filed 2-22-07; 8:45 am] BILLING CODE 8025-01-P DEPARTMENT OF STATE [Public Notice 5699] Bureau of Western Hemisphere Affairs; Office of Canadian Affairs; Interpretative Guidance on Non-Pipeline Elements of E.O. 13337, amending E.O. 11423 AGENCY: Department of State. ACTION: Notice. SUMMARY: Executive Order 11423, of August 16, 1968, as amended, authorizes the Secretary of State to issue Presidential permits for the construction of facilities crossing the international borders of the United States, including, but not limited to, bridges and tunnels connecting the United States with Canada or Mexico. Section 2(a) of Executive Order 13337, dated April 30, 2004, amended Executive Order 11423, *inter alia* , by authorizing the Secretary of State to issue Presidential permits for “border crossings for land transportation, including motor or rail vehicles, to or from a foreign country, whether or not in conjunction with the facilities” to which Executive Order 11423 previously applied. This new language is found in section 1(a)(vi) of Executive Order 11423, as amended. In seeking to provide guidance to the public concerning its exercise of this new permitting authority, the Department has determined, after giving the matter careful consideration, that the new “land border crossing” language of section 1(a)(vi) will apply to all new crossings of the international border as well as to all substantial modifications of existing crossings of the international border. The Department assembled an interagency working group, consisting of relevant State Department personnel and personnel from other interested Federal agencies, to prepare further guidance on application of this interpretation of section 1(a)(vi) in the future. Over the course of two years, this working group studied how to implement the new and amended Executive Orders in an efficient manner. DOS intends to review this guidance periodically with participants in the interagency working group, and may modify or amend it accordingly. The guidance document and annexes are quoted in full below, under SUPPLEMENTARY INFORMATION . FOR FURTHER INFORMATION CONTACT: Mr. Alex Lee, Director, WHA/CAN, U.S. Department of State, Washington, DC 20520.

(202)647-2170. SUPPLEMENTARY INFORMATION: Department of State Interpretative Guidance on Non-Pipeline Elements of E.O. 13337, amending E.O. 11423 Background Executive Order (E.O.) 11423 (August 16, 1968) specifies that the proper conduct of the foreign relations of the United States requires that executive permission be obtained for the construction and maintenance at the borders of the United States of facilities connecting the United States with a foreign country. By virtue of E.O. 11423, as amended by E.O. 13337 (April 30, 2004), the President has delegated to the U.S. Department of State

(DOS)the authority to receive applications for, and to approve and issue, Presidential permits for the construction, connection, operation, or maintenance of certain facilities at the borders of the United States with Canada and Mexico. Pursuant to section 3(b) of E.O. 13337, subsection 2(b) of E.O. 11423 and DOS Notice of Interpretation (Public Notice 5149), 70 FR 45,748 (2005), DOS determined that this authority applied to all new border crossings 1 and to all substantial modifications of existing border crossings of the international border. 1 Border crossing: the physical transportation facility that pierces the international boundary line. The crossing can be a bridge, tunnel, railroad, conveyor belt, or an at-grade roadway, etc. (See the list in the main text below for categories of border crossings covered by this guidance.) Border crossings, generally, connect a United States Land Port of Entry inspection facility (see below) to that of Canada or Mexico. Substantial modifications are defined as follows: 1. An expansion beyond the existing footprint 2 of a land port-of-entry

(LPOE)inspection facility, 3 including its grounds, approaches, and appurtenances, at an existing border crossing in such a way that the modification effectively constitutes a new piercing of the border; 2 Footprint: the area encompassing the crossing and the LPOE inspection facility. 3 LPOE inspection facility: the federally-controlled compound (land, buildings, access roads, parking areas) at which travelers enter/exit the United States. 2. a change in ownership of a border crossing that is not encompassed within or provided for under an applicable Presidential permit; 3. a permanent change in authorized conveyance ( *e.g.* , commercial traffic, passenger vehicles, pedestrians, etc.) not consistent with

(a)What is stated in an applicable Presidential permit, or

(b)current operations if a Presidential permit or other operating authority 4 has not been established for the facility; or 4 4 Operating Authority: the legal authority for establishing the border crossing ( *e.g.* , legislation, Presidential permit, etc.). 4. any other modification that would render inaccurate the definition of covered U.S. facilities set forth in an applicable Presidential permit. The following categories of border crossings are covered by this guidance: • Bridges • Tunnels • Roadway crossings • Rail crossings • Bicycle crossings • Pedestrian crossings • Cross-border material/commodity conveyors • Livestock crossings Note, however, that activities covered by Congressional authorization and not dependent on executive permission under E.O. 11423 and E.O. 13337 are outside the scope of this guidance. With the assistance of an interagency working group, 5 DOS has prepared the following guidance to clarify the types of non-pipeline projects under E.O. 11423 and E.O. 13337 that require Presidential permits and to provide guidelines for the preparation of applications for Presidential permits to facilitate an expeditious DOS response. 5 The interagency working group comprises representatives of the Departments of State, Homeland Security (DHS), and Transportation (DOT), as well as the General Services Administration (GSA). Presidential Permits: Purpose and Guiding Principles It is the policy of the United States to work with Canada and Mexico to facilitate safe, fast, and efficient border transit, while ensuring U.S. national security. Within this context, E.O. 13337 was promulgated with the intent to “expedite reviews of permits” and “to provide a systematic method for the evaluation and permitting the construction and maintenance of certain border crossings for land transportation * * * while maintaining safety, public health and environmental protections.” Implicit in DOS stewardship of the Presidential permit process is recognition that border crossings are, by definition, international in nature. Successful implementation of border-crossing projects requires good intra- and inter-governmental communications, and careful consideration of the foreign relations implications of a proposed project. Taking into account input from appropriate federal agencies and other interested participants, DOS has the responsibility to determine whether a proposed border-crossing project is in the U.S. national interest. Within the context of appropriate border security, safety, health, and environmental requirements, DOS notes that it is generally in the U.S. national interest to facilitate the efficient movement of legitimate goods and travelers across U.S. borders. DOS and other Federal agencies further recognize that a subset of important improvements and modifications to border crossings may not require Presidential permits, and that it is in the national interest not to impose unnecessary delays and burdens on the sponsors of such improvements. Project Sponsor A project sponsor is an entity that has ownership, jurisdiction, custody, or control of the U.S. portion of a border crossing. A Presidential permit will only be issued to such an entity. This may be a federal, state, or local government entity, or a private individual or group. If at the time of application, a future transfer of ownership is anticipated and the identity of the future owner is known ( *e.g.* , from a local port authority to GSA), the applicant should notify DOS in its application of that anticipated change so that provision may be made when the Presidential permit is granted for the transfer of the Presidential permit to the future owner. Notification A new border crossing or substantial modification to an existing border crossing must have a new or amended Presidential permit, as applicable. For purposes of determining whether a new or amended permit is required, DOS has identified three categories of projects based on the magnitude and complexity of the proposed change(s) at the border: • Red (both DOS notification and new or amended Presidential permit required); • Yellow (DOS notification required and a Presidential permit may be required); and • Green (neither DOS notification nor Presidential permit required). DOS should also be notified of changes to all facilities that comprise or feed proximately into the international border crossing (including LPOE inspection facilities or state or federal access or egress roadways) that reasonably could be expected to have a material effect on Canadian or Mexican government operations in their countries. The Required Project Notification Information (see attached Exhibit A) will be used by the sponsor to notify DOS of either projects or modifications in the “Red” or “Yellow” categories. A project sponsor may consult with DOS to determine a project's likely classification within these categories before submitting Required Project Notification Information to DOS. Indeed, DOS would encourage such advance consultations and, if there is a question regarding a project's color code status, the sponsor should consult with DOS as early as possible after it establishes project parameters and implementation plans. A description of the three categories follows below. *Red:* This category covers all new border crossings and those proposed changes that make a substantial modification to an existing border crossing, including particularly, expansion beyond the existing footprint of an LPOE inspection facility in such a way that the modification effectively constitutes a new piercing of the border. The addition of lanes to an existing border crossing or the replacement of existing lanes with new lanes is not a substantial modification and falls under the yellow category. In all red category cases, a Presidential permit application must be submitted and approved before construction activities begin. In an emergency situation, the sponsor should contact DOS for case-specific guidance before taking any action. This would not, however, prevent the sponsor from performing or contracting for other project due diligence activities as warranted and at its own risk ( *e.g.* , preparation of environmental documentation under the National Environmental Policy Act of 1969, as amended (NEPA); project design; other permit applications; etc.), while DOS is deciding whether to issue the Presidential permit. A change in ownership of a border crossing or a permanent change in authorized conveyance if not consistent with the previously-issued Presidential permit, will require an amendment to the Presidential permit. When a Presidential permit or operating authority has not been established for a facility, a Presidential permit will be required if a permanent change in authorized conveyance is being sought that is at variance with the current operations. A substantial modification also could be any modification that renders inaccurate the definition of covered U.S. facilities set forth in an applicable Presidential permit. *Yellow:* Yellow category changes include modification of a border crossing that may have a material effect on Canadian or Mexican government operations in their respective country. If, following receipt of the Required Project Notification Information, DOS believes that a Presidential permit is required, or that additional information is required to make such a determination, DOS will respond in writing to the project sponsor within thirty

(30)calendar days of receipt of the Required Project Notification Information. In the event that DOS does not approve or disapprove the proposed project within thirty

(30)calendar days after confirmed receipt of the Required Project Notification Information, the project sponsor shall give a second written notice to DOS requesting approval. In the event DOS does not approve or disapprove the proposed project within 30 days after such second notice is given, the project sponsor may proceed on the basis that a Presidential permit is not required for the project. *Green:* Green category changes are those that are not expected to have a material effect on Canadian or Mexican government operations in their respective country and are not substantial modifications to the border crossing. They include most routine changes at LPOE inspection facilities near the border. Examples include changes made to government offices, inspection equipment, or routing of people and/or vehicles within U.S. border operations. An illustrative list of activities is attached as Exhibit B to provide guidance to help determine under which category a proposed change falls. NEPA Requirements DOS will cooperate with other agencies to fulfill any applicable requirements under NEPA, 42 U.S.C. 4321 *et seq.* ; implementing regulations issued by the Council on Environmental Quality, 40 CFR parts 1500-1508; and DOS implementing regulations, 22 CFR part 161. DOS and other involved federal agencies may have separate and distinct obligations under NEPA. Depending on the project, DOS may serve as the lead agency, a co-lead agency, or a cooperating agency on a project. General The guidance contained herein does not relieve the sponsor of the responsibility to inform DOS at the earliest opportunity of any change (policy or otherwise) at the border that could reasonably be expected to affect U.S. relations with Canada or Mexico. The sponsor should notify DOS promptly of all such planned changes, so that DOS will be in a position to facilitate expeditious resolution of any foreign policy issues that may arise in connection with proposed changes. In furtherance of the proper conduct of the foreign relations of the United States, DOS reserves the right, notwithstanding this guidance, to take whatever steps it deems appropriate in a particular case in the exercise of its border-crossing oversight and coordination responsibilities. DOS intends to review this guidance periodically with participants in the interagency working group, and may modify or amend it accordingly. DOS welcome comments and suggestions from interested stakeholders and members of the public at any time. Attachments Exhibit A—Required Project Notification Information Exhibit B—Project Categories Exhibit A—U.S. Department of State Required Project Notification Information Regarding Proposed Non-Pipeline Border Crossing Projects The information outlined in this notification, along with the project sponsor's recommended classification (Yellow—permit may be required—Department of State

(DOS)notification required; Red—permit required), will be considered by DOS in determining whether a proposed non-pipeline border crossing project will require a Presidential permit. This information will be used, along with the guidelines established for implementation of E.O. 13337, amending E.O. 11423, to determine the substantiality of any modification of an existing border crossing. DOS, however, reserves the right to require or request additional information necessary to the exercise of its border-crossing oversight and coordination responsibilities. For applicable projects on the U.S.-Mexico border as well as those on the U.S.-Canada border, e-mail this form to *WHABorder@state.gov.* If e-mail is not feasible, mail to: U.S. Department of State, 2201 C St., NW., Washington, DC 20520 (Attn: WHA/MEX 4258 HST (for projects on the border with Mexico) or WHA/CAN 3917 HST (for projects on the border with Canada), as appropriate). 1. Project Sponsor (Include contact information.) 2. Project Name 3. Project Purpose/Justification 4. Project Coordination (Include a summary of existing and anticipated coordination efforts with federal, state, and/or local agencies, including contact information.) 5. Project Location (Include names of state and county; GPS coordinates, if readily available; maps showing regional location with adjacent land ports of entry, distance from international border, and whether the project is within the three-meter international boundary.) 6. Project Description (Include brief project summary describing scope of work and expected effect on existing border crossing, if applicable. This summary should include any change in the physical capacity, change of authorized conveyance ( *e.g.* , commercial to non-commercial), change of ownership, and available drawings.) 7. Project Milestones/Schedule (Include anticipated design/construction dates at a minimum.) Applicant's Suggested Categorization of the Proposed Project: Please select either “Red” or “Yellow” based upon review of the DOS policy for implementation of E.O. 13337, considering project information as described above. Applicant may provide additional supporting documentation along with this assessment form. □ Red—DOS notification required and a new or amended Presidential permit is required. □ Yellow—DOS notification required and a new or amended Presidential permit may be required. Exhibit B—Project Categories RED—DOS Notification and a New or Amended Presidential Permit Required 1. All new border crossings. 2. An expansion beyond the existing footprint of an LPOE inspection facility, including its grounds, approaches and appurtenances, at an existing border crossing in such a way that the modification effectively constitutes a new piercing of the border; provided, however, that this does not include the addition of lanes to an existing border crossing, or the replacement of existing lanes with new lanes (see “YELLOW,” below). 3. A change in ownership of a border crossing, when the existing permit does not encompass and/or provide for transfer of the facility to the new owner. 4. A permanent change in the operation of a border crossing that is not consistent with the terms of the existing Presidential permit ( *e.g.* , a permanent change in authorized conveyance). When a Presidential permit or operating authority has not been established for a facility, a Presidential permit will be required if a permanent change in authorized conveyance is being sought that is at variance with the current operations. 5. Any other modification that would render inaccurate the definition of covered U.S. facilities set forth in an applicable Presidential permit. YELLOW—DOS Notification Required and a New or Amended Presidential Permit May Be Required Changes to Border Crossing Capacity/Traffic Flow 1. A change in the physical capacity of the border crossing, especially permanent modifications to the border crossing itself ( *e.g.* , modification of a bridge, road access, or tunnel; expansion or reduction of traffic lanes). 2. A change in the physical capacity of an LPOE inspection facility, permanent expansion or reduction in the number of entry or exit booths or traffic lanes or other change that has a permanent effect on cross-border traffic flow (including vehicular wait times at an LPOE inspection facility). 3. A change within the three-meter boundary that has a permanent effect on traffic flow but is of a type not addressed explicitly in an existing Presidential permit ( *e.g.* , Nexus/SENTRI/FAST lanes). 4. An expansion of roadway infrastructure, or other form of increased traffic capacity within the three-meter boundary but beyond that portion of the existing right-of-way or footprint of an LPOE inspection facility. 5. A change in cross-border traffic caused by construction outside of the three-meter boundary that can be expected to have a material effect on Canadian or Mexican government operations in their respective country. 6. Major construction work having a short-term effect on traffic flow, including closure of traffic lanes for periods greater than one month, or closure of an entire LPOE inspection facility during regular operating hours for any amount of time. Changes in Border Crossing Operation 7. A permanent change in authorized conveyance, if within the scope of the existing permit ( *e.g.* , adding pedestrian traffic or motor vehicle use). Changes in Maintenance Responsibility 8. A change in the nationality of the party, the type of corporate entity, or the ownership of the entity operating the border-crossing facility. 9. A change in the party asserting operational responsibility or custodial control over a border crossing, if other than the Presidential permit holder. GREEN—Neither DOS Notification nor Presidential Permit Required 1. Maintenance or repair of an existing bridge, roadway, or tunnel, (other than as described in “Yellow” category), including temporary lane closures (of less than a month). 2. An interior change (renovation and/or repair) to an existing LPOE inspection facility, including any routine repair, alteration, or cyclical maintenance that, individually or collectively, is not expected to have an effect on the border crossing. 3. An exterior change within the existing footprint of an LPOE inspection facility (buildings or paving). 4. An improvement to an exterior enclosure ( *e.g.* , painting, new windows, or re-roofing) of an existing LPOE inspection facility. 5. A systems change ( *e.g.* , HVAC, electrical, or fire protection) to an existing LPOE inspection facility. 6. A change in tenant agency space assignments at an existing LPOE inspection facility. 7. A change to a border crossing or an existing LPOE inspection facility that is made at the request or direction of DOS. 8. A change in GSA or DHS operational protocols or procedures that does not have a material effect on the border crossing. 9. Placement of advanced technology ( *e.g.* , radiation portal monitors) within an existing LPOE inspection facility, or approaches located within the existing footprint of the right-of-way or an existing LPOE inspection facility. This determination will be published in the **Federal Register** . Dated: February 5, 2007. R. Nicholas Burns, Under Secretary for Political Affairs, Department of State. [FR Doc. E7-3123 Filed 2-22-07; 8:45 am] BILLING CODE 4710-29-P DEPARTMENT OF TRANSPORTATION Federal Aviation Administration Notice of Opportunity for Public Comment on Surplus Property Release at Douglas Municipal Airport, Douglas, GA AGENCY: Federal Aviation Administration (FAA), DOT. ACTION: Notice. SUMMARY: Under the provisions of Title 49, U.S.C. Section 47153(c), notice is being given that the FAA is considering a request from the City of Douglas to waive the requirement that approximately .76 acres of surplus property, located at the Douglas Municipal Airport, be used for aeronautical purposes. DATES: Comments must be received on or before March 26, 2007. ADDRESSES: Comments on this notice may be mailed or delivered in triplicate to the FAA at the following address: Atlanta Airports District Office, Attn: Chuck Garrison, Program Manager, 1701 Columbia Ave., Suite 2-260, Atlanta, GA 30337-2747. In addition, one copy of any comments submitted to the FAA must be mailed or delivered to Tony L. Paul, Mayor, City of Douglas at the following address: City of Douglas, Post Office Box 470, Douglas, GA 31534. FOR FURTHER INFORMATION CONTACT: Chuck Garrison, Program Manager, Atlanta Airports District Office, 1701 Columbia Ave., Suite 2-260, Atlanta, GA 30337-2747,

(404)305-7145. the application may be reviewed in person at this same location. SUPPLEMENTARY INFORMATION: The FAA is reviewing a request by the City of Douglas to release approximately .76 acres of surplus property at the Douglas Municipal Airport. The property consists of one parcel located adjacent to and west of U.S. Highway #441 right of way, and approximately 1250 feet south of Georgia State Road #353 right of way. This property is currently shown on the approved Airport Layout Plan as aeronautical use land; however the property is currently not being used for aeronautical purposes and the proposed use of this property is compatible with airport operations. The City will ultimately sell the property to the Douglas Coffee County Industrial Authority who will participate in putting a purchase package together to sell both the land owned by the city and the structure owned by an individual, with proceeds of the sale providing funding for future airport development. Any person may inspect the request in person at the FAA office listed above under FOR FURTHER INFORMATION CONTACT . In addition, any person may, upon request, inspect the request, notice and other documents germane to the request in person at the Douglas Municipal Airport. Dated: Issued in Atlanta, Georgia on February 5, 2007. Scott L. Seritt, Manager, Atlanta Airports District Office, Southern Region. [FR Doc. 07-807 Filed 2-22-07; 8:45 am]

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CFR

U.S. Code

12 references not yet in our index

Pub. L. 92-463
17 CFR 240.15
17 CFR 239.17
44 USC 3501-3520
17 CFR 270.17
15 USC 80a
17 CFR 240.19
17 CFR 19
Pub. L. 109-280
17 CFR 240.12
15 USC 78
22 CFR 161

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Notices

Notice of application for an exemption pursuant to Section 6(c) of the Investment Company Act of 1940, as amended (the “1940 Act”) from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder

Pub. L.Pub. L. 92-463

Cite17 CFR 240.15

Cite17 CFR 239.17

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