Notices. Amendment 2

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BILLING CODE 7710-12-M SECURITIES AND EXCHANGE COMMISSION Proposed Collection; Comment Request Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of Investor Education and Advocacy, Washington, DC 20549-0213. *Extension:* Rule 17a-3; SEC File No. 270-026; OMB Control No. 3235-0033. 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”) intends to submit to the Office of Management and Budget (“OMB”) a request for extension of the previously approved collection of information discussed below.

The Code of Federal Regulations citation to this collection of information: 17 CFR 240.17a-3. Rule 17a-3 under the Securities Exchange Act of 1934 (15 U.S.C. 78a *et seq.* ) establishes minimum standards with respect to business records that broker-dealers registered with the Commission must make and keep current. These records are maintained by the broker-dealer (in accordance with a separate rule), so they can be used by the broker-dealer and reviewed by Commission examiners, as well as other regulatory authority examiners, during inspections of the broker-dealer.

The collections of information included in Rule 17a-3 is necessary to provide Commission, self-regulatory organizations and state examiners to conduct effective and efficient examinations to determine whether broker-dealers are complying with relevant laws, rules, and regulations. If broker-dealers were not required to create these baseline, standardized records, Commission, self-regulatory organizations and state examiners could be unable to determine whether broker-dealers are in compliance with the Commission's antifraud and anti-manipulation rules, financial responsibility program, and other Commission, self-regulatory organizations, and State laws, rules, and regulations.

As of July 30, 2007 there were 5,850 broker-dealers registered with the Commission. The Commission estimates that these broker-dealer respondents incur a total burden of 2,984,760 hours per year to comply with Rule 17a-3. Approximately 1,524,210 of those hours are attributable to Rule 17a-3(a)(17), and about 1,460,550 hours are attributable to the rest of Rule 17a-3. Rule 17a-3(a)(17) contains requirements to provide customers with account information (approximately 975,809 hours) and requirements to update customer account information (approximately 548,401 hours).

In addition, Rule 17a-3 contains ongoing operation and maintenance costs for broker-dealers including the cost of postage to provide customers with account information, and costs for equipment and systems development. The Commission estimates that under Rule 17a-3(a)(17), approximately 36,365,553 customers will need to be provided with information regarding their account on a yearly basis. The Commission estimates that the postage costs associated with providing those customers with copies of their account record information would be approximately $8,176,435 per year (28,390,400 × $0.288). 1 Based on comments provided in response to the 2001 Amendments (as adjusted to account for inflation), the staff believes that the ongoing equipment and systems development costs relating to Rule 17a-3 for the industry would be about $23,362,847 per year.

Consequently, the total cost burden associated with Rule 17a-3 would be approximately $31,539,282 per year. 1 Estimates of postage costs are derived from past conversations with industry representatives and have been adjusted to account for inflation. 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 shall have practical utility;

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

(c)ways to enhance the quality, utility, and clarity of the information to be 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. Comments should be directed 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* . Comments must be submitted within 60 days of this notice. Dated: September 17, 2007. Florence E. Harmon, Deputy Secretary. [FR Doc. E7-18550 Filed 9-20-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION Proposed Collection; Comment Request *Upon Written Request, Copy Available From:* Securities and Exchange Commission, Office of Investor Education and Advocacy, Washington, DC 20549-0213. *Extension:* Form N-14, SEC File No. 270-297, OMB Control No. 3235-0336. 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”) is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval. Form N-14 (17 CFR 239.23)—Registration Statement Under the Securities Act of 1933 for Securities Issued in Business Combination Transactions by Investment Companies and Business Development Companies. Form N-14 is used by investment companies registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 *et seq.* ) (“Investment Company Act”) and business development companies as defined by Section 2(a)(48) of the Investment Company Act to register securities under the Securities Act of 1933 (15 U.S.C. 77a *et seq.* ) to be issued in business combination transactions specified in rule 145(a) (17 CFR 230.145(a)) and exchange offers. The securities are registered under the Securities Act to ensure that investors receive the material information necessary to evaluate securities issued in business combination transactions. The Commission staff reviews registration statements on Form N-14 for the adequacy and accuracy of the disclosure contained therein. Without Form N-14, the Commission would be unable to verify compliance with securities law requirements. The respondents to the collection of information are investment companies or business development companies issuing securities in business combination transactions. The estimated number of responses is 375 and the collection occurs only when a merger or other business combination is planned. The estimated total annual reporting burden of the collection of information is approximately 620 hours per response for a new registration statement, and approximately 350 hours per response for an amended Form N-14, for a total of 196,050 annual burden hours. Written comments are invited on:

(a)Whether the proposed collection of information is necessary for the proper performance of the Commission's mission, including whether the information will have practical utility;

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

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

(10)and 17 CFR 200.402(a)(3), (5), (7), (8), 9(ii) and (10), permit consideration of the scheduled matters at the Closed Meetings. Commissioner Nazareth, as duty officer, voted to consider the items listed for the closed meetings in closed sessions. The subject matter of the Closed Meeting scheduled for Tuesday, September 25, 2007 will be: Formal order of investigation; Institution and settlement of injunctive actions; Institution and settlement of administrative proceedings of an enforcement nature; Resolution of litigation claims; Other matters related to enforcement proceedings; and Adjudicatory matters. The subject matter of the Closed Meeting scheduled for Thursday, September 27, 2007 will be: Formal orders of investigation; Institution and settlement of injunctive actions; Institution and settlement of administrative proceedings of an enforcement nature; and a regulatory matter regarding a financial institution. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at

(202)551-5400. September 18, 2007. Nancy M. Morris, Secretary. [FR Doc. E7-18721 Filed 9-20-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56439; File No. SR-FINRA-2007-007] Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of Proposed Rule Change Relating to Exemption From Reporting for TRACE-Eligible Securities Transactions Resulting From Exercise or Settlement of Options, Termination or Settlement of Credit Default Swaps, Other Types of Swaps, or Similar Instruments September 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 August 10, 2007, the Financial Industry Regulatory Authority, Inc. (“FINRA”) (f/k/a National Association of Securities Dealers, Inc. (“NASD”)) 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 FINRA. 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 FINRA is proposing to amend:

(1)NASD Rule 6230(e) to exempt from reporting to the Trade Reporting and Compliance Engine (“TRACE”) transactions in TRACE-eligible securities resulting from the exercise or settlement of an option or a similar instrument, or the termination or settlement of a credit default swap (“CDS”), other type of swap, or a similar instrument (collectively, “Derivative-Related Transactions”); and

(2)NASD Rule 6210(c) to conform the definition of “reportable TRACE transaction” to exclude this class and any other class of exempted transactions from the defined term. The text of the proposed rule change is available on FINRA's Web site ( *http://www.finra.org* ), at FINRA, 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, FINRA 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. FINRA 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 FINRA proposes to amend NASD Rule 6230(e) to exempt transactions in TRACE-eligible securities 3 that are Derivative-Related Transactions from the TRACE reporting requirements in NASD Rule 6230, and to make conforming amendments to NASD Rule 6210(c). (The TRACE reporting requirement does not exist in connection with *any cash-settled derivative* , even if the derivative, such as a CDS, refers to one or several securities that are TRACE-eligible securities.) Concurrently, FINRA withdraws SR-NASD-2006-103. 4 In addition, if the proposed rule change is approved, FINRA will rescind NASD *Notice to Members* 05-77 (November 2005), in which FINRA clarified members' obligations to report Derivative-Related Transactions to TRACE. 5 3 *See* NASD Rule 6210 for definition of “TRACE-eligible security.” 4 SR-NASD-2006-103 was filed with the Commission on August 28, 2006. FINRA proposed NASD IM-6230 to provide exemptive relief from certain reporting requirements for transactions executed in connection with the termination or settlement of a CDS or a similar instrument (“CDS-Related Transactions”) and an amendment to NASD Rule 6250 to exempt all Derivative-Related Transactions from dissemination. *See* Securities Exchange Act Release No. 54681 (November 1, 2006), 71 FR 65555 (November 8, 2006) (notice of filing of proposed rule change). Among other things, in SR-NASD-2006-103, FINRA stated that the reporting requirement addressed previously in NASD *Notice to Members* 05-77 (November 2005) applies only to those derivative instruments that are terminated or settled in whole or in part by the purchase or sale of TRACE-eligible securities (“physical settlement”), and has no application to derivatives that are cash-settled. 5 *See* NASD *Notice to Members* 05-77 (November 2005). FINRA believes that Derivative-Related Transactions, although technically transactions if they result in a change of beneficial ownership of TRACE-eligible securities, should not be reported for several reasons. 6 Such transactions should be exempt from reporting because the information regarding price (and yield) being reported does not reflect a currently negotiated transaction price. The price of a transaction in a TRACE-eligible security executed in such circumstances is agreed upon at the time of the execution of a CDS or other derivative. In the event of a CDS, for example, the price is usually set at par. At the time of an event triggering a termination and settlement of a CDS such as a filing of bankruptcy, an issuer's bonds are very likely trading below par. Accordingly, the resulting Derivative-Related Transaction, if the CDS is physically settled, will be at a price that does not reflect current market conditions. FINRA recognized this in NASD *Notice to Members* 05-77, requiring that such transactions be reported using the “special price” flag or modifier, which is appropriately used when a transaction is executed at a price based on arm's length negotiation and done for investment, commercial, or trading considerations, but does not appear to reflect current market pricing. In addition, the pricing and time of the reporting and dissemination of certain Derivative-Related Transactions, such as CDS-related transactions, not only *will not aid* in price discovery, but also may create significant investor confusion. For example, due to the basic structure of a CDS, all or many of such Derivative-Related Transactions in a single issuer likely would occur, and be reported and disseminated during the same period. Thus, a very large number of non-market-priced transactions in the debt securities of the issuer likely would be reported and disseminated and create confusion in the marketplace, especially to retail investors who may expect pricing at par, and, in most cases, will receive quotes substantially below par. Accordingly, as prices from Derivative-Related Transactions do not contribute to price discovery, the costs of continuing to require such reporting, including potential investor confusion, argue in favor of the proposed exemption from TRACE reporting and dissemination. 6 Transactions that are not reported also are not disseminated. Finally, the rationale underlying the proposed exemption from TRACE reporting and dissemination—price discovery does not occur and investor confusion is likely to occur—has been recognized previously by the Commission and FINRA as logical bases for exempting certain transactions from trade reporting and dissemination. For example, for many years FINRA had a similar trade reporting exemption for certain transactions in equity securities, such as transactions occurring as a result of the exercise of an over-the-counter (“OTC”) option on an equity security. 7 Transactions from Derivative-Related Transactions should be exempt for the same reasons that the Commission approved such trade reporting exemptions for transactions that occurred as a result of the exercise of the derivative OTC option. 7 Historically, purchases and sales of equity securities that occurred as a result of the exercise of an OTC option were not required to be reported to FINRA. In 2006, FINRA amended its rules to establish “Reporting * * * for Purposes of Regulatory Transaction Fee Assessment” for such equity transactions (and certain other equity transactions). The rules were changed specifically to improve FINRA's program regarding certain fees (“Section 31 fees”) payable to the Commission to improve FINRA's collection of transaction-based fees; the changes were *not made* to further either the policy to improve market surveillance or to facilitate price discovery, which are primary policy objectives of trade reporting and dissemination. Due to the nature of such reports, they are not disseminated and a member does not pay the usual fees—certain system usage fees—charged for trade reporting. (Under Section 31 of the Act, FINRA is required to pay *transaction fees* and certain other assessments to the Commission that are designed to recover the costs related to the government's supervision and regulation of the securities markets and securities professionals.) *See* Section 31 of the Act, 15 U.S.C. 78ee and Rule 31 thereunder, 17 CFR 240.31; Securities Exchange Act Release No. 53977 (June 12, 2006), 71 FR 34976 (June 16, 2006) (order approving SR-NASD-2006-055, equity trade reporting amendments); NASD *Notice to Members* 06-39 (August 2006). FINRA also proposes to make conforming amendments to NASD Rule 6210(c), the term “reportable TRACE transaction.” The definition currently *restates* a trade reporting exemption in NASD Rule 6230(e) and states that these exempt transactions are not reportable TRACE transactions. FINRA proposes to substitute a general statement regarding exempted transactions for the specific reference, which would make “TRACE reportable transaction” consistent with proposed NASD Rule 6230(e) and eliminate the need to amend NASD Rule 6210(c) each time NASD Rule 6230(e) is amended. The amendment would restate “Reportable TRACE transaction” as “any secondary market transaction in a TRACE-eligible security except transactions exempt from reporting as specified in NASD Rule 6230(e).” FINRA would announce the effective date of the proposed rule change in a *Regulatory Notice* to be published no later than 60 days following Commission approval, if the Commission approves the proposal. The effective date would be no later than 30 days following publication of the *Regulatory Notice* announcing Commission approval. 2. Statutory Basis FINRA believes that the proposed rule change is consistent with the provisions of section 15A(b)(6) of the Act, 8 which requires, among other things, that FINRA rules must be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and, in general, to protect investors and the public interest. FINRA believes that Derivative-Related Transactions should be exempt from TRACE reporting because such information does not contribute to price discovery and the reporting and dissemination of such information may confuse market participants, particularly retail and non-professional investors, and investors and the public interest will be protected if the trade report information is not so reported and disseminated. 8 15 U.S.C. 78 *o* -3(b)(6). B. Self-Regulatory Organization's Statement on Burden on Competition FINRA 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. 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. 9 9 FINRA notes that one written comment letter was received by the Commission in response to SR-NASD-2006-103, the proposed rule change to provide exemptive relief from certain TRACE reporting requirements in NASD Rule 6230 for CDS-related transactions and to not disseminate transaction information under NASD Rule 6250 for Derivatives-Related Transactions. The commenter requested that FINRA consider providing exemptive relief beyond that proposed in SR-NASD-2006-103, and supported the proposed amendment to Rule 6250 to not disseminate Derivative-Related Transactions, except if a member would incur additional costs by being required to designate in the report that certain transactions should not be disseminated. The commenter also stated its opposition generally to any reporting and dissemination of Derivative-Related Transactions. *See* letter to Nancy M. Morris, Secretary, Commission, from Mary Kuan, Vice President and Assistant General Counsel, Securities Industry and Financial Markets Association, dated December 8, 2006. 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-FINRA-2007-007 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-FINRA-2007-007. 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, on official business days between the hours of 10 a.m. and 3 p.m. Copies of such filing also will be available for inspection and copying at the principal office of FINRA. 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-FINRA-2007-007 and should be submitted on or before October 12, 2007. 10 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 10 Florence E. Harmon, Deputy Secretary. [FR Doc. E7-18551 Filed 9-20-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56444; File No. SR-ISE-2007-45] Self-Regulatory Organizations; International Securities Exchange, LLC; Order Granting Approval to a Proposed Rule Change, as Modified by Amendment No. 1 Thereto, Relating to a Quote Mitigation Plan for Competitive Market Makers September 14, 2007. On June 8, 2007, the International Securities Exchange, LLC (“ISE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 and Rule 19b-4 thereunder, 2 a proposed rule change to adopt, on a one-year pilot basis, a quote mitigation plan for the Exchange's Competitive Market Makers (“CMMs”). On August 1, 2007, the Exchange filed Amendment No. 1 to the proposed rule change. The proposed rule change, as amended, was published for comment in the **Federal Register** on August 9, 2007. 3 The Commission received no comments on the proposed rule change. This order approves the proposed rule change, as modified by Amendment No. 1. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 Securities Exchange Act Release No. 56201 (August 3, 2007), 72 FR 44903. After careful review of the proposal, the Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange. 4 In particular, the Commission finds that the proposal is consistent with Section 6(b)(5) of the Act, 5 which requires, among other things, 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. 4 In approving this proposed 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). 5 15 U.S.C. 78f(b)(5). The Exchange is proposing a quote mitigation plan for its CMMs on a pilot basis for one year in no more than twenty securities (“Pilot Program Securities”) to be designated by the Exchange. Under ISE's current rules, a CMM must enter continuous quotations in all the series of at least 60 percent of the options classes for the group or “bin” to which it is appointed, or 60 options classes in the Group, whichever is less. Further, once a CMM enters a quote in an options class to which it is appointed, it must continuously quote in all series of that options class until the close of trading that day. ISE proposes to amend its rule so that a CMM will be required to enter continuous quotations in just 60 percent of the series, rather than in all series, of the options classes overlying the Pilot Program Securities, to which the CMM is appointed. Once a CMM enters a quote in a series, it must continue to quote in that series until the close of trading that day. 6 6 The Exchange notes that ISE Rule 804(e)(2)(iii), which states that a CMM may be called upon to submit quotes in one or more series of options to which it is appointed in the interest of maintaining fair and orderly markets, shall continue to apply under the proposed pilot program. The Exchange will issue a circular to CMMs identifying the initial Pilot Program Securities. 7 The Exchange notes that the Pilot Program Securities selected by the Exchange are subject to change based on the quoting activity in these securities. Each time a change takes place in the Pilot Program Securities, the Exchange will issue circulars to notify CMMs of this change and shall provide them with adequate notice in order for them to make any required systems changes. 7 The initial proposed pilot will consist of up to 20 of the most active classes, in terms of the number of quotes generated, that are in the Exchange's Penny Pilot Program. *See* Securities Exchange Act Release Nos. 55161 (January 24, 2007), 72 FR 4754 (February 1, 2007) (SR-ISE-2006-62) and 56151 (July 26, 2007), 72 FR 42452 (August 2, 2007) (SR-ISE-2007-68). The Commission believes that the proposed rule change, which is intended to alleviate capacity constraints on some market participants' systems without adversely affecting the quality of the Exchange's markets or the timely receipt of quote information, is consistent with the Act. The Commission notes that it has already approved internal quote mitigation strategies on other exchanges that relieve some market makers of the obligation to quote every series of every class to which they are appointed. 8 8 *See* Phlx Rule 1014(b)(ii)(D)(1); *see also* Amex Rule 994(c)(iv). It is therefore ordered, pursuant to Section 19(b)(2) of the Act, 9 that the proposed rule change (SR-ISE-2007-45), as modified by Amendment No. 1, be, and hereby is, approved. 9 15 U.S.C. 78s(b)(2). 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. E7-18686 Filed 9-20-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56443; File No. SR-Phlx-2007-64] Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Trade Throughs for IOC Cross Orders on the XLE September 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 August 30, 2007, 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 prepared substantially by Phlx. Phlx filed the proposed rule change pursuant to section 19(b)(3)(A) of the Act 3 and Rule 19b-4(f)(6) thereunder, 4 which renders it 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). 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 remove the trade through restrictions for IOC Cross Orders 5 entered during the Pre Market Session 6 or the Post Market Session 7 on XLE, Phlx's electronic equity trading platform. In addition, Phlx proposes to re-organize Phlx Rule 185(c)(2)(D), which should make it more readable. 5 *See* Phlx Rule 185(c)(2). 6 *See* Phlx Rule 101 Supplementary Material .02(1). 7 *See* Phlx Rule 101 Supplementary Material .02(3). The text of the proposed rule change is available at *http://www.phlx.com,* the Exchange, and 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, Phlx 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. Phlx 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 increase the competitiveness of XLE by allowing an additional circumstance in which IOC Cross Orders may trade through. In addition, Phlx proposes to make Phlx Rule 185(c)(2)(D) more readable by dividing the rule into subsections. Phlx accepts IOC Cross Orders on XLE during all three XLE trading sessions, from 8 a.m. until 6 p.m. An IOC Cross Order is a two-sided order that matches, immediately and automatically on XLE, the buy side and sell side identified in the order, unless the price of the order would impermissibly trade at or through other orders on XLE or at away markets. 8 Currently, IOC Cross Orders may trade through the Protected NBBO 9 in four different situations as described in Phlx Rule 185(c)(2)(D). These four situations correspond with either exceptions 10 to or an exemption 11 from Rule 611(a) of Regulation NMS. 12 8 *See* Phlx Rule 185(c)(2). 9 *See* Phlx Rule 1(dd). 10 Renumbered Phlx Rule 185(c)(2)(D)(i) corresponds with Rule 611(b)(4) of Regulation NMS, 17 CFR 242.611(b)(4). Renumbered Phlx Rule 185(c)(2)(D)(ii) corresponds with Rule 611(b)(5) of Regulation NMS, 17 CFR 242.611(b)(5). Renumbered Phlx Rule 185(c)(2)(D)(iii) corresponds with Rule 611(b)(7) of Regulation NMS, 17 CFR 242.611(b)(7). 11 Renumbered Phlx Rule 185(c)(2)(D)(iv) corresponds with Securities Exchange Act Release No. 54389 (August 31, 2006), 71 FR 52829 (September 7, 2006). 12 17 CFR 242.611(a). At this time, Phlx proposes to add to Phlx Rule 185(c)(2)(D) another situation in which IOC Cross Orders may trade through the Protected NBBO. Proposed Phlx Rule 185(c)(2)(D)(v) would allow IOC Cross Orders that are entered during the Pre Market or Post Market Sessions to trade through the Protected NBBO. The Pre Market and Post Market Sessions take place outside of the hours 9:30 a.m. to 4 p.m. Rule 611(a) of Regulation NMS does not apply to trade throughs of, among other things, the Protected NBBO, outside of regular trading hours, which are 9:30 a.m. until 4 p.m. 13 Therefore, Rule 611(a) of Regulation NMS would not prohibit IOC Cross Orders from trading through the Protected NBBO during the Pre Market or Post Market Sessions on XLE. 14 13 As used in Rule 611(a) of Regulation NMS, 17 CFR 242.611(a), the term “trade through” only applies during regular trading hours. 17 CFR 242.600(b)(77). Rule 600(b)(64) of Regulation NMS, 17 CFR 242.600(b)(64), defines regular trading hours as “the time between 9:30 a.m. and 4 p.m. Eastern Time, or such other time as is set forth in the procedures established pursuant to § 242.605(a)(2).” At this time, no such other time has been set forth, therefore the regular trading hours for all purposes is 9:30 a.m. until 4 p.m. 14 Although Rule 611(a) of Regulation NMS does not prohibit trade throughs during these times, a broker's duty of best execution still applies. *See* Securities Exchange Act Release No. 51808 (June 9, 2005) 70 FR 37496 (June 29, 2005) (text at footnote 338). 2. Statutory Basis The Exchange believes that its proposal is consistent with section 6(b) of the Act 15 in general, and furthers the objectives of section 6(b)(5) of the Act 16 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, in general to protect investors and the public interest. 15 15 U.S.C. 78f(b). 16 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 not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others Written comments were neither solicited nor received. 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 public interest, it has become effective pursuant to section 19(b)(3)(A) of the Act 17 and Rule 19b-4(f)(6) thereunder. 18 17 15 U.S.C. 78s(b)(3)(A). 18 17 CFR 240.19b-4(f)(6). Normally, a proposed rule change filed under 19b-4(f)(6) may not become operative prior to 30 days after the date of filing. However, Rule 19b-4(f)(6)(iii) 19 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 set forth in Rule 19b-4(f)(6)(iii) under the Act 20 because it permits activity that is currently permitted by the Chicago Stock Exchange (“CHX”) pursuant to CHX Article 20, Rule 5(a). 21 The Commission believes that the earlier operative date is consistent with the protection of investors and the public interest because the proposed rule change permits the Exchange to implement without further delay a proposal that is similar to the trade through protection currently effective on CHX. For these reasons, the Commission designates the proposal to be operative upon filing with the Commission. 22 19 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) requires that a self-regulatory organization submit to 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 Commission notes that Phlx has satisfied the five-day pre-filing notice requirement. 20 17 CFR 240.19b-4(f)(6)(iii). 21 CHX Article 20, Rule 5(a) permits orders submitted to CHX to trade through orders on markets other than CHX if such trade through is not prohibited by Rule 611 of Regulation NMS, 17 CFR 242.611. Therefore, orders submitted to CHX outside of regular trading hours would be permitted to trade through orders on markets other than CHX. 22 For purposes only of waiving the 30-day operative delay of this proposal, the Commission 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 Number SR-Phlx-2007-64 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-2007-64. 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, 100 F. Street, NE., Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of such filing also will be available for inspection and copying at the principal office of Phlx. 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-2007-64 and should be submitted on or before October 12, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 23 23 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-18552 Filed 9-20-07; 8:45 am] BILLING CODE 8010-01-P SMALL BUSINESS ADMINISTRATION [Disaster Declaration #11008 and #11009] Oklahoma Disaster Number OK-00013 AGENCY: U.S. Small Business Administration. ACTION: Amendment 2. SUMMARY: This is an amendment of the Presidential declaration of a major disaster for the State of Oklahoma (FEMA-1718-DR), dated 08/24/2007. *Incident:* Severe Storms, Tornadoes, and Flooding. *Incident Period:* 08/18/2007 through 09/12/2007. *Effective Date:* 09/17/2007. *Physical Loan Application Deadlne Date:* 10/23/2007. *EIDL Loan Application Deadline Date:* 05/26/2008. 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 Presidential disaster declaration for the State of Oklahoma, dated 08/24/2007 is hereby amended to include the following areas as adversely affected by the disaster: *Primary Counties:* Canadian, Cleveland, Comanche, Custer, Grady, Kiowa, Okfuskee, Oklahoma, Okmulgee, Pottawatomie, Seminole, Stephens. *Contiguous Counties:* Oklahoma: Beckham, Carter, Cotton, Creek, Garvin, Greer, Huges, Jackson, Jefferson, Lincoln, McClain, McIntosh, Muskogee, Pontotoc, Roger Mills, Tillman, Tulsa, Wagoner. All other information in the original declaration remains unchanged. (Catalog of Federal Domestic Assistance Numbers 59002 and 59008) Roger B. Garland, Acting Associate Administrator for Disaster Assistance. [FR Doc. 07-4691 Filed 9-20-07; 8:45 am]

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