Notices. Notice of Application for Exemption under the Investment Advisers Act of 1940 (“Advisers Act”)

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BILLING CODE 3190-W8-P 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 204-3, SEC File No. 270-42, OMB Control No. 3235-0047. 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. The title for the collection of information is “Rule 204-3 (17 CFR 275.204-3) under the Investment Advisers Act of 1940” (15 U.S.C. 80b). Rule 204-3, the “brochure rule,” requires an investment adviser to deliver their brochure to their new clients or prospective clients before or at the start of the advisory relationship. The brochure assists the client in determining whether to retain, or continue employing, the adviser.

Rule 204-3 also requires that an investment adviser deliver, or offer in writing to deliver upon written request, the brochure to their existing clients annually in order to provide them with current information about the adviser. Under rule 204-3, the investment adviser must furnish the required information to clients and prospective clients by providing either a copy of Part II of Form ADV, the investment adviser registration form, or a written document containing at least the information required by Part II of Form ADV.

This collection of information is found at 17 CFR 275.204-3 and is mandatory. The respondents to this information collection are investment advisers registered with the Commission. Our latest data indicate that there were 10,787 advisers registered with the Commission as of August 31, 2007. The Commission has estimated that compliance with rule 204-3 imposes a burden of approximately 639.87 hours annually based on an average adviser having 670 clients. Based on this figure, the Commission estimates a total annual burden of 6,902,278 hours for this collection of information.

Written comments are invited on:

(a)Whether the 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, VA 22312; or send an e-mail to: *PRA_Mailbox@sec.gov* . October 1, 2007. Nancy M. Morris, Secretary. [FR Doc. E7-19855 Filed 10-9-07; 8:45 am] BILLING CODE 8011-01-P 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: Form ADV, SEC File No. 270-39, OMB Control No. 3235-0049. 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 ADV” (17 CFR 279.1). Form ADV is the investment adviser registration form filed electronically with the Commission pursuant to rules 203-1 (17 CFR 275.203-1) and 204-1 (17 CFR 275.204-1) under the Investment Advisers Act of 1940 (15 U.S.C. 80b-1 *et seq.* ) by advisers registered with the Commission or applying for registration with the Commission. The information collected takes the form of disclosures to the investment adviser's clients and potential clients. The purpose of this collection of information is to provide advisory clients, prospective clients, and the Commission with information about the adviser, its business, and its conflicts of interest. Clients use certain of the information to determine whether to hire or retain an adviser. The information collected provides the Commission with knowledge about the adviser, its business, and its conflicts of interest. The Commission uses the information to determine eligibility for registration with the Commission and to manage its regulatory, examination, and enforcement programs. Respondents to the collection of information are investment advisers registered with the Commission or applying for registration with the Commission. The Commission estimates that the total annual reporting and recordkeeping burden of the collection of information for each respondent is 23.375 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. 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, VA 22312 or send an e-mail to: *PRA_Mailbox@sec.gov* . Dated: October 1, 2007. Nancy M. Morris, Secretary. [FR Doc. E7-19856 Filed 10-9-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. IA-2668; 803-184] Franklin Portfolio Associates, LLC; The Hirtle Callaghan Trust; Notice of Application October 3, 2007. AGENCY: Securities and Exchange Commission (“SEC” or “Commission”). ACTION: Notice of Application for Exemption under the Investment Advisers Act of 1940 (“Advisers Act”). *Applicants:* Franklin Portfolio Associates, LLC (“Franklin”); The Hirtle Callaghan Trust (“Trust”); together (“Applicants”). *Relevant Advisers Act Sections:* Exemption requested under section 206A of the Advisers Act from section 205 of the Advisers Act and Advisers Act rule 205-1. *Summary of Application:* Applicants request an order permitting Franklin to charge a performance fee based on the performance of that portion of a Trust portfolio managed by Franklin (“Franklin Account”). Applicants further request that the order permit them to compute the performance-related portion of the fee using changes in the Franklin Account's gross asset value rather than net asset value. *Filing Dates:* The application was filed on July 7, 2005, and amended and restated on August 3, 2006 and October 1, 2007. *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 Commission's Secretary and serving Applicants with copies of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on October 29, 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 writer's interest, the reason for the request, and the issues contested. Persons may request notification of a hearing by writing to the Commission's Secretary. ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. Applicants, Franklin Portfolio Associates, LLC, c/o David Dirks, One Boston Place, 29th Floor, Boston, Massachusetts 02108; The Hirtle Callaghan Trust, c/o Rhonda Fell, Five Tower Bridge, 300 Barr Harbor Drive, Suite 500, West Conshohocken, PA 19428. FOR FURTHER INFORMATION CONTACT: David W. Blass, Assistant Director, or Vivien Liu, Senior Counsel, at

(202)551-6787 (Office of Investment Adviser Regulation, Division of Investment Management). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained for a fee at the Commission's Public Reference Branch, 100 F Street, NE., Washington, DC 20549-0102 (telephone

(202)551-5850). Applicant's Representations 1. Franklin is an investment adviser registered under the Advisers Act. The Trust is an open-end management investment company registered under the Investment Company Act of 1940. The Trust was organized in 1994 by Hirtle, Callaghan & Co. (“Hirtle Callaghan”), an investment adviser registered under the Advisers Act. The Trust is a series company that currently consists of several separate investment portfolios. Shares of the Trust are available only to clients of Hirtle Callaghan or clients of financial intermediaries, such as investment advisers that are acting in a fiduciary capacity with investment discretion and that have established relationships with Hirtle Callaghan. 2. Hirtle Callaghan serves as a “manager of managers” for the Trust. Hirtle Callaghan is responsible for monitoring the overall investment performance of the Trust's portfolios and the performance of the portfolio managers that manage the Trust's portfolios. Hirtle Callaghan may also from time to time recommend that the Trust's Board of Trustees (the “Board”) retain additional portfolio managers or terminate existing portfolio managers. Authority to select new portfolio managers and reallocate assets among the portfolio managers, however, resides with the Trust's Board. 3. Franklin is one of five investment advisers that provide portfolio management services to the Small Capitalization Equity Portfolio (“Portfolio”) of the Trust. Each of these advisers is responsible for the management of a discrete portion of the Portfolio's assets on a day-to-day basis. In doing so each acts as though it were advising a separate investment company. Percentage limitations on investments are applied to each portion of the Portfolio without regard to the investments in the other advisers' portions of the Portfolio. When each adviser receives information about portfolio positions from the Trust or its custodian, the adviser generally receives only information about the portion of the Portfolio assigned to it, and not information about the positions held by the Portfolio as a whole. Each adviser generally is responsible for preparing reports to the Trust and the Board only with respect to its discrete portion of the Portfolio. 4. Franklin is not affiliated with Hirtle Callaghan, the Trust or any other investment advisory organization that provides portfolio management and services to the Trust. Services provided to the Trust by Franklin are limited to investment selection for the Franklin Account, placement of transactions for execution, and certain compliance functions directly related to such services. Franklin and its affiliates do not act as a distributor or sponsor for the Trust or Portfolio. No member of the Trust's Board is affiliated with Franklin. 5. Franklin currently receives a fee at the annual rate of 0.40 percent of the average daily net asset value of the Franklin Account, payable monthly. On August 26, 2004 the Trust's Board approved an amendment to the portfolio management agreement between Franklin and the Trust under which the existing fee structure would be replaced with a fee structure that includes a performance component (“Proposed Amendment”). On October 25, 2004 the shareholders of the Portfolio approved the Proposed Amendment. The Proposed Amendment would become effective on the first day of the month following receipt of an order from the Commission approving the application. Franklin's fee would be adjusted to reflect the performance of the Franklin Account only after the Proposed Amendment has been in effect for 12 months (the “Initial Period”). 6. Under the Performance Fee Amendment, Franklin's fee for each of the first three quarters of the Initial Period, would consist of a fee (“Base Fee”) computed by multiplying the average daily net assets of the Franklin Account for that quarter by the Designated Applicable Fee Rate, dividing the product by 365 and multiplying the resulting amount by the number of days in the quarter. The Designated Applicable Rate is: 0.40 percent for quarters when the average assets of the account are less than $100 million, or 0.35 percent for quarters when the average assets of the account are equal to or greater than $100 million. 1 1 Expressed mathematically, the Base Fee is calculated as follows: {[(“ Designated Applicable Rate”)(average daily net assets)] / X} × N, where “X” = the number of days in the preceding 12 month period and “N” = the number of days in the quarter. The average daily net assets are calculated over the preceding quarter during the first three quarters of the initial period and over the preceding 12 month period thereafter. For the fourth quarter of the Initial Period, Franklin would receive a fee equal to the Designated Applicable Rate applied to the average daily net assets of the Franklin Account for the fourth quarter, divided by 365 and then multiplied by the number of days in that quarter plus or minus a Performance Component multiplied by the average daily net assets of the Account for the Initial Period. The Performance Component for the Initial Period would be calculated by

(a)computing the difference between

(i)the total return of the Franklin Account without regard to expenses incurred in the operation of the Franklin Account (“Gross Total Return”) during the Initial Period, and

(ii)the return of the Russell 2000 Index during the Initial Period plus 0.40 percent; and

(b)multiplying the resulting factor by 10 percent. 7. For each quarterly period subsequent to the Initial Period, Franklin would be entitled to receive quarterly payments of the Base Fee (approximately 0.10 percent or 0.0875 percent (10 or 8.75 basis points), respectively, depending upon the level of assets of the Franklin Account, as detailed above) of the average daily net assets of the Franklin account plus or minus 25 percent of the Performance Component multiplied by the average daily net assets of the Franklin Account for the immediately preceding 12 month period, on a “rolling basis.” 2 The Performance Component for such subsequent periods would be calculated by

(a)computing the difference between

(i)the Gross Total Return of the Franklin Account during the immediately preceding 12 month period and

(ii)the return of the Russell 2000 Index during such period plus the Designated Applicable Rate; and

(b)multiplying the resulting factor by 10 percent. 2 “Rolling Basis” means that, at each quarterly fee calculation, the Gross Total Return of the Franklin Account, the Index Return and the average daily net assets of the Franklin Account for the most recent quarter will be substituted for the corresponding values of the earliest quarter included in the prior fee calculation. Both the Base Fee and the Performance Component are calculated based on the same rolling period as described in this footnote and the accompanying text. 8. None of the expenses of the Portfolio, including the advisory fee paid to Franklin, would be deducted from the performance of the Franklin Account for purposes of calculating the Gross Total Return. However, the Gross Total Return would reflect the effect ( *i.e.* , reducing performance) of all applicable brokerage and transaction costs. 9. The maximum annual fee payable under the Performance Fee Amendment would not exceed 0.70 percent (70 basis points) with respect to any 12-month period when assets of the Franklin Account are less than $100 million (or 0.60 percent (60 basis points) with respect to any 12-month period when quarterly assets of the Franklin Account in each quarter are equal to or in excess of $100 million) and cannot exceed 0.175 percent (17.5 basis points), for any calendar quarter when assets of the Franklin account are less than $100 million (or 0.15 percent (15 basis points), for any calendar quarter when assets of the Franklin account are equal to or more than $100 million). Franklin is guaranteed a minimum annual fee of 0.10 percent (10 basis points). 10. Because no performance adjustment will be paid until the end of the Initial Period, it is possible that payments of the Base Fee made to Franklin during the first 9 months may exceed the appropriate performance adjusted fee if the Performance Component has been negative. In the event of such an occurrence, the Proposed Amendment provides a “recoupment feature” pursuant to which advisory fees payable to Franklin will be reduced until the difference between the aggregate quarterly fees received by Franklin with respect to the Initial Period and the performance adjusted fee is fully recouped by the Trust. However, if the portfolio management agreement with Franklin is terminated before any recoupment has been fully accounted for, the Trust would not be able to recoup any outstanding excess that had been paid in previous quarters. Applicants' Legal Analysis 1. Section 205(a)(1) of the Advisers Act generally prohibits an investment adviser from entering into any investment advisory agreement that provides for compensation to the adviser on the basis of a share of capital gains or capital appreciation of a client's account. 2. Section 205(b) of the Advisers Act provides a limited exception to this prohibition, permitting an adviser to charge a registered investment company and certain other persons a fee that is based on asset value of the company or fund under management averaged over a specified period and increases and decreases “proportionately with the investment performance of the company or fund over a specified period in relation to the investment record of an appropriate index of securities prices or such other measure of investment performance as the Commission by rule, regulation or order may specify.” 3. Rule 205-1 under the Advisers Act requires that the investment performance of an investment company be computed based on the change in the net (of all expenses and fees) asset value per share of the investment company. 4. Applicants request exemptive relief from section 205 of the Advisers Act and rule 205-1 thereunder to permit them to

(i)apply the proposed fee only to the Franklin Account and not to the Portfolio as a whole, and

(ii)compute the Performance Component measured by the change in the Franklin Account's gross asset value, rather than the change in its net asset value. 5. Applicants state that Congress, in adopting and amending section 205 of the Advisers Act, and the Commission, in adopting rule 205-1, put into place safeguards designed to ensure that investment advisers would not take advantage of advisory clients. 6. Applicants assert that the Commission required that performance fees be calculated based on the net asset value of the investment company's shares to prevent a situation where an adviser could earn a performance fee even though investment company shareholders did not derive any benefit from the adviser's performance after the deduction of fees and expenses. 7. Applicants state that, unlike traditional performance fee arrangements, Franklin would not receive the Performance Component of its fee unless its management of the Franklin Account has resulted in performance in excess of the Index performance plus a “performance hurdle” equal to the Designated Applicable Rate. Applicants assert that increasing the performance of the Index by the above stated hurdle would have an effect similar to deducting Franklin's fees. In the event the base fee changes, the performance hurdle also would be changed to match the Base Fee. Applicants state that since the fee structure contains a performance hurdle, the Portfolio's shareholders will have protections similar to those contemplated by the net asset value requirement of rule 205-1. 8. Applicants suggest that Congress' concern, in enacting the safeguards of section 205, came about because the vast majority of investment advisers exercised a high level of control over the structuring of the advisory relationship. Applicants state that the proposed fee, however, was negotiated actively at arm's-length between the Trust and Franklin. Applicants state that Franklin has little, if any, influence over the overall management of the Trust or the Portfolio beyond stock selection, and does not control the Portfolio or the Trust. Management functions of the Trust and the Portfolio reside in the Trust's Board. The Trust is directly and fully responsible for supervising the Trust's service providers and monitoring expenses of each of the Trust's portfolios. The Trust's Board is responsible for allocating the assets of the several portfolios among the portfolio managers. Neither Franklin nor any of its affiliates sponsored or organized the Trust, or serves as a distributor or principal underwriter of the Trust. Franklin and its affiliates do not own any shares issued by the Trust. No officer, director or employee of Franklin, nor any of its affiliates, serves as an executive officer or director of the Trust. Neither Franklin nor any of its affiliates is an affiliated person of Hirtle Callaghan or any other person who provides investment advice with respect to the Trust's advisory relationships (except to the extent that such affiliation may exist by reason of Franklin or any of its affiliates serving as investment adviser to the Trust). No member of the Trust's Board is affiliated with Franklin. 9. Applicants state that the proposed fee arrangement satisfies the purpose of rule 205-1 because it was negotiated at arms-length and the Trust, for the reasons stated in the previous paragraphs, does not need the protections afforded by calculating a performance fee based on net assets. Applicants argue that the proposed fee arrangement is therefore consistent with the underlying policies of section 205 and rule 205-1 under the Advisers Act and that the exemption would be consistent with the protection of investors. Applicants' Conditions Applicants agree that any order granting the requested relief will be subject to the following conditions: 1. If the Base Fee changes, the performance hurdle will be changed to match the Base Fee and to ensure that the investment advisory fee continue to have the potential to increase and decrease proportionately. 2. To the extent Franklin relies on the requested order with respect to advisory arrangements with other investment companies that it advises, those arrangements will meet the following requirements:

(i)The investment advisory fee will be negotiated on an arm's-length basis between Franklin and the investment company or its primary investment adviser;

(ii)the fee structure will contain a performance hurdle that is, at all times, no lower than the base fee; and should the base fee change, the hurdle also will be changed to match the base fee and to ensure that the investment advisory fee continues to have the potential to increase and decrease proportionally;

(iii)neither Franklin nor any of its affiliates will serve as distributor or sponsor of the investment company;

(iv)no member of the board of the investment company will be affiliated with Franklin or its affiliates;

(v)neither Franklin nor any of its affiliates will organize the investment company;

(vi)neither Franklin nor any of its affiliates will be an affiliated person of any primary adviser to the investment company or of any other person who provides advice with respect to the investment company's advisory relationships (except to the extent that Franklin and/or its affiliates may be affiliated with another portfolio manager by virtue of the fact that Franklin or the affiliate serves as a portfolio manager to the investment company or to another investment company); and

(vii)other than described in this application, the Applicants will comply with section 205 and rules 205-1 and 205-2 under the Advisers Act. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Nancy M. Morris, Secretary. [FR Doc. E7-19912 Filed 10-9-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. IA-2667; 803-186] IronBridge Capital Management LP; The Hirtle Callaghan Trust; Notice of Application October 3, 2007. AGENCY: Securities and Exchange Commission (“SEC” or “Commission”). ACTION: Notice of Application for Exemption under the Investment Advisers Act of 1940 (“Advisers Act”). Applicants: IronBridge Capital Management LP (“IronBridge”); The Hirtle Callaghan Trust (“Trust”); together (“Applicants”). Relevant Advisers Act Sections: Exemption requested under section 206A of the Advisers Act from section 205 of the Advisers Act and Advisers Act rule 205-1. Summary of Application: Applicants request an order permitting IronBridge to charge a performance fee based on the performance of that portion of a Trust portfolio managed by IronBridge (“IronBridge Account”). Applicants further request that the order permit them to compute the performance-related portion of the fee using changes in the IronBridge Account's gross asset value rather than net asset value. Filing Dates: The application was filed on July 7, 2005, and amended and restated on August 3, 2006 and October 1, 2007. 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 Commission's Secretary and serving Applicants with copies of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on October 29, 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 writer's interest, the reason for the request, and the issues contested. Persons may request notification of a hearing by writing to the Commission's Secretary. ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. Applicants, IronBridge Capital Management LP, c/o Samuel T. Eddins, One Parkview Plaza, Suite 600, Oakbrook Terrace, Illinois 60181; The Hirtle Callaghan Trust, c/o Rhonda Fell, Five Tower Bridge, 300 Barr Harbor Drive, Suite 500, West Conshohocken, PA 19428. FOR FURTHER INFORMATION CONTACT: David W. Blass, Assistant Director, or Vivien Liu, Senior Counsel, at

(202)551-5850). Applicant's Representations 1. IronBridge is an investment adviser registered under the Advisers Act. The Trust is an open-end management investment company registered under the Investment Company Act of 1940. The Trust was organized in 1994 by Hirtle, Callaghan & Co. (“Hirtle Callaghan”), an investment adviser registered under the Advisers Act. The Trust is a series company that currently consists of several separate investment portfolios. Shares of the Trust are available only to clients of Hirtle Callaghan or clients of financial intermediaries, such as investment advisers that are acting in a fiduciary capacity with investment discretion and that have established relationships with Hirtle Callaghan. 2. Hirtle Callaghan serves as a “manager of managers” for the Trust. Hirtle Callaghan is responsible for monitoring the overall investment performance of the Trust's portfolios and the performance of the portfolio managers that manage the Trust's portfolios. Hirtle Callaghan may also from time to time recommend that the Trust's Board of Trustees (the “Board”) retain additional portfolio managers or terminate existing portfolio managers. Authority to select new portfolio managers and reallocate assets among the portfolio managers, however, resides with the Trust's Board. 3. IronBridge is one of five investment advisers that provide portfolio management services to the Small Capitalization Equity Portfolio (“Portfolio”) of the Trust. Each of these advisers is responsible for the management of a discrete portion of the Portfolio's assets on a day-to-day basis. In doing so each acts as though it were advising a separate investment company. Percentage limitations on investments are applied to each portion of the Portfolio without regard to the investments in the other advisers' portions of the Portfolio. When each adviser receives information about portfolio positions from the Trust or its custodian, the adviser generally receives only information about the portion of the Portfolio assigned to it, and not information about the positions held by the Portfolio as a whole. Each adviser generally is responsible for preparing reports to the Trust and the Board only with respect to its discrete portion of the Portfolio. 4. IronBridge is not affiliated with Hirtle Callaghan, the Trust or any other investment advisory organization that provides portfolio management and services to the Trust. 1 Services provided to the Trust by IronBridge are limited to investment selection for the IronBridge Account, placement of transactions for execution, and certain compliance functions directly related to such services. IronBridge and its affiliates do not act as a distributor or sponsor for the Trust or Portfolio. No member of the Trust's Board is affiliated with IronBridge. 1 IronBridge does not have any affiliates at this time. Future affiliates, if any, will comply with the terms of any order issued by the Commission in connection with this application. 5. IronBridge currently receives a fee at the annual rate of 0.60 percent of the average daily net assets of the IronBridge Account, payable monthly. On August 26, 2004 the Trust's Board approved an amendment to the portfolio management agreement between IronBridge and the Trust under which the existing fee structure would be replaced with a fee structure that includes a performance component (“Proposed Amendment”). On October 25, 2004 the shareholders of the Portfolio approved the Proposed Amendment. The Proposed Amendment would become effective on the first day of the month following receipt of an order from the SEC approving the application. IronBridge's fee would be adjusted to reflect the performance of the IronBridge Account only after the Proposed Amendment has been in effect for 12 months (the “Initial Period”). 6. Under the proposed fee arrangement, at the end of each of the first three quarters of the Initial Period, IronBridge would receive a base fee at the annual rate of 0.60 percent of the average daily net assets of the IronBridge Account (“Base Fee”). 2 At the end of the fourth quarter of the Initial Period, IronBridge would receive the Base Fee adjusted by a factor referred to as the performance component. The performance component would equal 25 percent of the difference between

(i)the total return of the IronBridge Account during the preceding 12 months calculated without regard to the expenses incurred in the operation of the IronBridge Account (“Gross Total Return”) and

(ii)the sum of the total return of the Russell 2000 Index (“Index Return”) during the same 12-month period plus a performance hurdle of 60 basis points (“Performance Component”). 2 The Base Fee is calculated as follows: {[(.60%)(average daily net assets)] /X} x N, where “X” = the number of days in the preceding 12 month period and “N” = the number of days in the quarter. 7. None of the expenses of the Portfolio, including IronBridge's advisory fee, would be deducted from the performance of the IronBridge Account for purposes of calculating the Gross Total Return. However, the Gross Total Return would reflect the effect ( *i.e.* , reducing performance) of all applicable brokerage and transaction costs. 8. Because no performance adjustment will be paid until the end of the Initial Period, it is possible that payments of the Base Fee made to IronBridge during the first nine months may exceed the appropriate performance-adjusted fee if the Performance Component has been negative. In the event of such an occurrence, the Proposed Amendment provides a “recoupment feature” pursuant to which the advisory fees payable to IronBridge will be reduced until the difference between the aggregate quarterly fees received by IronBridge with respect to the Initial Period and the performance adjusted fee is fully recouped by the Trust. However, if the portfolio management agreement with IronBridge is terminated before any recoupment has been fully accounted for, the Trust would not be able to recoup any outstanding excess that had been paid in previous quarters. 9. For each quarter following the fourth quarter of the Initial Period, IronBridge would receive the quarterly payments of the Base Fee (approximately 15 percent (15 basis points) of the average daily net assets of the IronBridge Account), plus or minus 25 percent of the Performance Component multiplied by the average daily net assets of the IronBridge Account for the immediately preceding 12-month period, on a “rolling basis.” 3 3 “Rolling Basis” means that, at each quarterly fee calculation, the Gross Total Return of the IronBridge Account, the Index Return and the average daily net assets of the IronBridge Account for the most recent quarter will be substituted for the corresponding values of the earliest quarter included in the prior fee calculation. Both the Base Fee and the Performance Component are calculated based on the same rolling period as described in this footnote and the accompanying text. 10. The maximum annual fee payable for any 12-month period would not exceed 1.20 percent (120 basis points), or 0.30 percent (30 basis points) with respect to any quarter. IronBridge is not guaranteed any minimum annual fee. Therefore, it is possible that IronBridge's annual fee may fall to zero. Applicants' Legal Analysis 1. Section 205(a)(1) of the Advisers Act generally prohibits an investment adviser from entering into any investment advisory agreement that provides for compensation to the adviser on the basis of a share of capital gains or capital appreciation of a client's account. 2. Section 205(b) of the Advisers Act provides a limited exception to this prohibition, permitting an adviser to charge a registered investment company and certain other persons a fee that is based on asset value of the company or fund under management averaged over a specified period and increases and decreases “proportionately with the investment performance of the company or fund over a specified period in relation to the investment record of an appropriate index of securities prices or such other measure of investment performance as the Commission by rule, regulation or order may specify.” 3. Rule 205-1 under the Advisers Act requires that the investment performance of an investment company be computed based on the change in the net (of all expenses and fees) asset value per share of the investment company. 4. Applicants request exemptive relief from section 205 of the Advisers Act and rule 205-1 thereunder to permit them to

(i)apply the proposed fee only to the IronBridge Account and not to the Portfolio as a whole, and

(ii)compute the Performance Component measured by the change in the IronBridge Account's gross asset value, rather than the change in its net asset value. 5. Applicants state that Congress, in adopting and amending section 205 of the Advisers Act, and the SEC, in adopting rule 205-1, put into place safeguards designed to ensure that investment advisers would not take advantage of advisory clients. 6. Applicants assert that the Commission required that performance fees be calculated based on the net asset value of the investment company's shares to prevent a situation where an adviser could earn a performance fee even though investment company shareholders did not derive any benefit from the adviser's performance after the deduction of fees and expenses. 7. Applicants state that, unlike traditional performance fee arrangements, IronBridge would not receive the Performance Component of its fee unless its management of the IronBridge Account has resulted in performance in excess of the Index performance plus a “performance hurdle” equal to the 0.60 percent of the average daily net asset value of the IronBridge Account. Applicants assert that increasing the performance of the Index by the 0.60 percent hurdle would have an effect similar to deducting IronBridge's fees. In the event the Base Fee changes, the performance hurdle also would be changed to match the Base Fee. Applicants state that since the fee structure contains a performance hurdle, the Portfolio's shareholders will have protections similar to those contemplated by the net asset value requirement of rule 205-1. 8. Applicants suggest that Congress' concern, in enacting the safeguards of section 205, came about because the vast majority of investment advisers exercised a high level of control over the structuring of the advisory relationship. Applicants state that the proposed fee, however, was negotiated actively at arm's length between the Trust and IronBridge. Applicants state that IronBridge has little, if any, influence over the overall management of the Trust or the Portfolio beyond stock selection, and does not control the Portfolio or the Trust. Management functions of the Trust and the Portfolio reside in the Trust's Board. The Trust is directly and fully responsible for supervising the Trust's service providers and monitoring expenses of each of the Trust's portfolios. The Trust's Board is responsible for allocating the assets of the several portfolios among the portfolio managers. Neither IronBridge nor any of its affiliates sponsored or organized the Trust, or serves as a distributor or principal underwriter of the Trust. IronBridge and its affiliates do not own any shares issued by the Trust. No officer, director or employee of IronBridge, nor any of its affiliates, serves as an executive officer or director of the Trust. Neither IronBridge nor any of its affiliates is an affiliated person of Hirtle Callaghan or any other person who provides investment advice with respect to the Trust's advisory relationships (except to the extent that such affiliation may exist by reason of IronBridge or any of its affiliates serving as investment adviser to the Trust). No member of the Trust's Board is affiliated with IronBridge. 9. Applicants state that the proposed fee arrangement satisfies the purpose of rule 205-1 because it was negotiated at arms-length and the Trust, for the reasons stated in the previous paragraphs, does not need the protections afforded by calculating a performance fee based on net assets. Applicants argue that the proposed fee arrangement is therefore consistent with the underlying policies of section 205 and rule 205-1 under the Advisers Act and that the exemption would be consistent with the protection of investors. Applicants' Conditions Applicants agree that any order granting the requested relief will be subject to the following conditions: 1. If the Base Fee changes, the performance hurdle will be changed to match the Base Fee and to ensure that the investment advisory fee continue to have the potential to increase and decrease proportionately. 2. To the extent IronBridge relies on the requested order with respect to advisory arrangements with other investment companies that it advises, those arrangements will meet the following requirements:

(i)The investment advisory fee will be negotiated on an arm's-length basis between IronBridge and the investment company or its primary investment adviser;

(ii)the fee structure will contain a performance hurdle that is, at all times, no lower than the base fee; and should the base fee change, the hurdle also will be changed to match the base fee and to ensure that the investment advisory fee continue to have the potential to increase and decrease proportionally;

(iii)neither IronBridge nor any of its affiliates will serve as distributor or sponsor of the investment company;

(iv)no member of the board of the investment company will be affiliated with IronBridge or its affiliates;

(v)neither IronBridge nor any of its affiliates will organize the investment company;

(vi)neither IronBridge nor any of its affiliates will be an affiliated person of any primary adviser to the investment company or of any other person who provides advice with respect to the investment company's advisory relationships (except to the extent that IronBridge and/or its affiliates may be affiliated with another portfolio manager by virtue of the fact that IronBridge or the affiliate serves as a portfolio manager to the investment company or to another investment company); and

(vii)other than described in this application, Applicants will comply with section 205 and rules 205-1 and 205-2 under the Advisers Act. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Nancy M. Morris, Secretary. [FR Doc. E7-19913 Filed 10-9-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION Sunshine Act Meeting Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Pub. L. 94-409, that the Securities and Exchange Commission will hold the following meeting during the week of October 9, 2007: A Closed Meeting will be held on Thursday, October 11, 2007 at 1:30 p.m. Commissioners, Counsel to the Commissioners, the Secretary to the Commission, and recording secretaries will attend the Closed Meeting. Certain staff members who have an interest in the matters may also be present. The General Counsel of the Commission, or his designee, has certified that, in his opinion, one or more of the exemptions set forth in 5 U.S.C. 552b(c)(5), (7), (9)(B), and

(10)and 17 CFR 200.402(a)(5), (7), 9(ii) and (10), permit consideration of the scheduled matters at the Closed Meeting. Commissioner Casey, as duty officer, voted to consider the items listed for the closed meeting in closed session. The subject matter of the Closed Meeting scheduled for Thursday, October 11, 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; An adjudicatory matter; and Other matters related to enforcement actions. 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. Dated: October 4, 2007. Nancy M. Morris, Secretary. [FR Doc. E7-19923 Filed 10-9-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56598; File No. SR-Amex-2007-48] Self-Regulatory Organizations; American Stock Exchange LLC; Order Approving Proposed Rule Change Modifying the Options Listing Criteria for Underlying Securities October 2, 2007. On May 17, 2007, the American Stock Exchange LLC (“Amex” 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 amend Amex's options listing criteria to allow Amex to list and trade equity options that do not meet Amex's initial listing standards if such options are listed and traded on another national securities exchange and meet Amex's continued listing standards for equity options. On August 21, 2007, Amex amended the proposed rule change. The proposed rule change, as amended, was published for comment in the **Federal Register** on August 31, 2007. 3 The Commission received no comment letters on the proposal. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 *See* Securities Exchange Act Release No. 56328 (August 24, 2007), 72 FR 50423. The Commission finds that the proposed rule change is consistent with the requirements of the Act and the regulations thereunder applicable to a national securities exchange. 4 In particular, the Commission finds that the proposed rule change is consistent with Section 6(b)(5) of the Act, 5 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. The proposal is narrowly tailored to address the circumstances where an equity option class is currently ineligible for initial listing on the Exchange even though it meets the Exchange's continued listing standards and is trading on another options exchange. Allowing Amex to list and trade options on such underlying securities should help promote competition among the exchanges that list and trade options. The Commission notes that the Exchange represented that the procedures that the Exchange currently employs to determine whether a particular underlying security meets the initial equity option listing criteria for the Exchange will similarly be applied when determining whether an underlying security meets the Exchange's continued listing criteria. 4 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). 5 15 U.S.C. 78f(b)(5). *It is therefore ordered,* pursuant to Section 19(b)(2) of the Act, 6 that the proposed rule change (SR-Amex-2007-48) be, and hereby is, approved. 6 15 U.S.C. 78f(b)(5). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 7 7 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E7-19870 Filed 10-9-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56597; File No. SR-Amex-2007-90] Self-Regulatory Organizations; American Stock Exchange LLC; Order Approving a Proposed Rule Change, as Modified by Amendment No. 1, To Establish a Fee on a Listed Company That Changes Its Corporate Name or Ticker Symbol October 2, 2007. On August 16, 2007, the American Stock Exchange LLC (“Amex” 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 amend Section 142 of the Amex *Company Guide* in order to impose a fee on a listed company that changes its name or ticker symbol. The Exchange filed Amendment No. 1 to the proposed rule change on August 27, 2007. The proposed rule change, as amended, was published for comment in the **Federal Register** on August 31, 2007. 3 The Commission received no comment letters on the proposal. 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 *See* Securities Exchange Act Release No. 56325 (August 27, 2007), 72 FR 50421. Currently, Amex does not impose a fee on a listed company that changes its corporate name or ticker symbol. Amex represents, however, that significant staff resources are needed to effectuate such a change when one occurs. This process includes, among other things, contacting the issuer's outside counsel, updating internal Amex files, tracking the name change through the issuer's shareholder approval process, updating daily list records, and notifying the floor. In light of the staff resources required to effectuate these changes, the Exchange proposes a $2,000 fee for a name and/or ticker symbol change. 4 Amex notes that Nasdaq currently charges $2,500 for the same type of change. 5 4 Amex has represented that the proposed fee would not apply to changes to par value, title, or security designation, as these types of changes occur infrequently, and in virtually all cases constitute a substitution listing which is already subject to a fee of at least $5,000. 5 *See* Nasdaq Rules 4510 and 4520. The Commission has reviewed carefully the Amex's proposed rule change and finds that the proposal is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange. 6 In particular, the Commission finds that the proposal is consistent with Sections 6(b)(4) of the Act, 7 which requires, among other things, that the rules of the Exchange provide for the equitable allocation of reasonable dues, fees, and other charges among members and issuers and other persons using the Exchange's facilities. The Commission also finds that the proposal is consistent with Section 6(b)(5) of the Act, 8 which requires, *inter alia,* that the rules of the Exchange be designed to remove impediments to and perfect the mechanism of a free and open market and a national market system, and not designed to permit unfair discrimination between issuers. No comments were received on the proposed fee, which is substantially similar to a fee imposed by another self-regulatory organization that has been approved by the Commission. 9 6 In approving this proposal, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 7 15 U.S.C. 78f(b)(4). 8 15 U.S.C. 78f(b)(5). 9 *See* Securities Exchange Act Release No. 48631 (October 15, 2003), 68 FR 60426 (October 22, 2003) (SR-NASD-2003-127) (approving amendments to Nasdaq Rules 4510 and 4520 to institute a $2,500 record-keeping fee for certain changes made by issuers, including a change of name or voluntary change in trading symbol). *It is therefore ordered,* pursuant to Section 19(b)(2) of the Act, 10 that the proposed rule change (SR-Amex-2007-90), as modified by Amendment No. 1, be, and hereby is, approved. 10 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 11 11 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E7-19907 Filed 10-9-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56594; File No. SR-BSE-2007-25] Self-Regulatory Organizations; Boston Stock Exchange, Inc.; Notice of Filing and Order Granting Accelerated Approval to Proposed Rule Change, as Modified by Amendments No. 1, 2, and 3 Thereto, Relating to Registration Filing Requirements and Reporting Requirements October 1, 2007. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (“Act”) and Rule 19b-4 thereunder, 2 notice is hereby given that on June 19, 2007, the Boston Stock Exchange, Inc. (“BSE” 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 August 7, 2007, BSE filed Amendment No. 1 to the proposed rule change. 3 On September 7, 2007, BSE filed Amendment No. 2 to the proposed rule change. 4 On September 26, 2007, BSE filed Amendment No. 3 to the proposed rule change. 5 The Commission is publishing this notice to solicit comments on the proposed rule change, as modified by Amendments No. 1, 2, and 3 thereto, from interested persons and approve the proposed rule change on an accelerated basis. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 Amendment No. 1 superseded and replaced the original rule filing in its entirety. 4 Amendment No. 2 superseded and replaced Amendment No. 1 in its entirety. 5 Amendment No. 3 superseded and replaced Amendment No. 2 in its entirety. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The BSE proposes to:

(1)Amend BSE Rules Chapter I-B Sections 4, 5, and 6 and Chapter XVIII Section 4 and Boston Options Exchange (“BOX”) Rules Chapter II Sections 1(b)(i) and Section 4(b), Chapter XI Sections 2(b), 3(a), and 4(c) and Chapter X Section 2(e), to require all members, and member and participant organizations, that do not already participate in Web Central Registration Depository (“Web CRD”) as a member of a participating exchange or the Financial Industry Regulatory Authority, Inc. (“FINRA”) to submit Forms U4, U5, BD and amendments thereto as well as fingerprints, to the Web CRD; 6

(2)amend Exchange Rules Chapter I-B Sections 4, 5, and 6 and Chapter XVIII Section 4 to add language specifying a timeframe in which to amend Form U4, Form U5, and Form BD; and

(3)amend its Minor Rule Violation Plan (“MRVP”) by adopting new provisions for failures to submit amendments to Form U4, Form U5, and Form BD. 7 6 Web CRD is a Web-based system that provides broker-dealers and their associated persons “one-stop filing” with the Commission, FINRA, and other self-regulatory organizations and regulators. Web CRD is operated by FINRA and is utilized by participating securities regulators in connection with registering and licensing broker-dealers and their associated persons. 7 Rule 19d-1(c)(1) under the Act, 17 CFR 240.19d-1(c)(1), requires any self-regulatory organization, for which the Commission is the appropriate regulatory agency, that takes any final disciplinary action with respect to any person to promptly file a notice thereof with the Commission. However, rule violations resulting in a fine not exceeding $2,500 are not deemed final and therefore not subject to the same reporting requirements. The text of the proposed rule change is available at the principal office of the BSE, the Commission's Public Reference Room, and *http://www.bostonstock.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 The purpose of the proposed rule change is to create a more efficient, centralized registration process by migrating from a manual paper-based Exchange procedure to Web CRD for registration and fingerprinting, with more defined deadlines and a more streamlined disciplinary process. Web CRD The Web CRD process would assist in maintaining all historical information related to associated persons of member, and participant organizations in one central repository, as well as creating efficient disclosure utilizing an online database, which can be accessed by other exchanges and regulators. Additionally, the Web CRD process would track and capture information related to registration and continuing education. Finally, the Web CRD system would capture information related to fingerprinting and statutory disqualification. Members, and member and/or participant organizations, would be required to submit Forms U4 and U5 (and amendments thereto) through the Web CRD system rather than in paper form to the Exchange. Currently, members, and member and/or participant organizations, submit Forms U4 and U5 in paper form to the Exchange. Although Form BD is required to be submitted to Web CRD, the proposed rule change codifies this requirement into BSE Rules Chapter I-B Sections 4, 5, and 6 and Chapter XVIII Section 4 and BOX Rules Chapter II Sections 1(b)(i) and Section 4(b), Chapter XI Sections 2(b), 3(a), and 4(c) and Chapter X Section 2(e), and applies to amendments as well. 8 8 17 CFR 240.15b-1. Members, and member and/or participant organizations, also currently file manual rolled fingerprint cards 9 with the Exchange, which the Exchange then forwards to the FBI, the fingerprint processing arm of the Office of the Attorney General of the United States. The FBI identifies submitted fingerprints, retrieves relevant criminal history information, and returns fingerprint reports (including the original fingerprint cards) to the Exchange. Upon receipt of the approved fingerprint cards, the Exchange sends this information to the member organization and keeps a copy for its records. This proposed rule change would require the members, and member and/or participant organizations, to send the fingerprint cards to FINRA for processing. All trading personnel and other associated persons of members, and member or participant organizations, who are not registered and only submit fingerprint cards to FINRA, will be classified as Non-Registered Fingerprint (“NRF”) filers. 9 FINRA will accept Federal Bureau of Investigation (“FBI”) fingerprint results in lieu of fingerprint cards. The Exchange anticipates that the proposed migration to Web CRD will take place on October 1, 2007. The Exchange will provide notification in writing to the membership of the effective date of the rule change. Additionally, the Exchange is amending the language in BOX Chapter XI Doing Business With The Public, Section 2(b) to clarify the registration obligations of Options Principals. Minor Rule Violation Plan The Exchange is adding language to BSE's and BOX's MRVPs to clarify the timeframe within which members, and member and/or participant organizations, must amend Forms U4, U5, and BD to allow for prompt disclosure. The Exchange proposes a timeframe of thirty days from the time the filer knew of or should have known of the facts which gave rise to the need for an amendment, to submit amended Forms U4, U5, and BD. By including this language in the Exchange Rules, Boston Stock Exchange Regulation (“BSER”) would retain the discretion to initiate formal disciplinary proceedings. 10 The Exchange believes that the proposed change should encourage member organizations and participant organizations to timely file Forms U4, U5, and BD and thereby timely disclose the information contained in those forms. The disclosure of this information should enable the Exchange and the public to receive current information on registered persons and entities. 10 Section 6(b)(6) requires an exchange to have rules that provide for members and associated persons to be appropriately disciplined for violations of the Act, the rules thereunder, and the Exchange's rules. 15 U.S.C. 78f(b)(6). Inclusion of a rule in an MRVP permits an exchange to impose a fine, under appropriate circumstances under the MRVP. However, including a rule in an MRVP does not limit an exchange's ability to bring a formal disciplinary action against a member or an associated person. Specifically, the proposed changes to the MRVP would authorize the Exchange to impose a fine on any member or participant organization without formal disciplinary action. As proposed, BSER would review the number and seriousness of the violation(s), as well as the previous disciplinary history of the violator, to determine if a matter is appropriate for disposition under the MRVP. Once a member or participant organization is fined under the MRVP, BSER may issue progressively higher fines for all subsequent violations within a rolling twelve-month period, or it may choose to initiate formal disciplinary proceedings. The addition of these changes to the Exchange's MRVP should allow BSER to impose more meaningful sanctions for violations that would otherwise receive a cautionary letter, for example, but do not necessarily rise to the level of a formal disciplinary proceeding. Additionally, the proposed changes would allow for disposition of minor or technical violations of Exchange rules by means of a less costly and less time consuming process as compared to a formal disciplinary process. Expediting resolutions for technical violations, while retaining the discretion to bring formal disciplinary action, should allow for efficient dispositions of rule violations. 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act 11 in general, and furthers the objectives of Section 6(b)(5) of the Act 12 in particular, in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, 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, by providing information to a central repository. 11 15 U.S.C. 78f(b). 12 15 U.S.C. 78f(b)(5). Importantly, the Exchange believes, moving to Web CRD provides a central location where information is available. This enables easier access to all members and member and/or participant organizations. Further, most other exchanges participate in Web CRD registration. 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 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-BSE-2007-25 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-BSE-2007-25. 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 the BSE. 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-BSE-2007-25 and should be submitted on or before October 31, 2007. IV. Commission's Findings and Order Granting Accelerated Approval of the Proposed Rule Change 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. 13 In particular, the Commission finds that the proposed rule change is consistent with Section 6(b)(5) of the Act, 14 which requires, among other things, that the Exchange's rules 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. 13 In approving this proposal, the Commission has considered its impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 14 15 U.S.C. 78f(b)(5). The Commission believes that the changes proposed by BSE should result in a more efficient process for members to register and to keep information current and should make regulatory information with respect to members and their associated persons more readily available to regulators as well as the public. Furthermore, it will align the rules of the Exchange regarding electronic registration more closely with those at other exchanges. In addition, the Commission believes the proposed rule change is consistent with the Act because it is designed to allow BSE to discipline or sanction members under its MRVP for violation of the provisions of the rules of the Exchange for these rules. In approving the proposed rule change, the Commission in no way minimizes the importance of compliance with Exchange rules and all other rules subject to the imposition of fines under the MRVP. The Commission believes that the violation of a self-regulatory organization's rules, as well as Commission rules, is a serious matter. However, in an effort to provide the Exchange with greater flexibility in addressing certain violations of its rules, the MRVP provides a reasonable means to address violations that do not rise to the level of requiring formal BSE disciplinary proceedings. The Commission expects that BSE will continue to conduct surveillance with due diligence, and make a determination based on its findings whether fines of more or less than the recommended amount are appropriate for violations of Exchange rules under the MRVP, on a case by case basis, or if a violation requires formal disciplinary action. BSE has requested that the Commission find good cause for approving the proposed rule change before the thirtieth day after publication of the notice in the **Federal Register** . The Commission believes that granting accelerated approval of the proposal will allow the Exchange to migrate to Web CRD on its intended date, October 1, 2007. The Commission notes that it has approved similar proposals to implement electronic registration for Chicago Board Options Exchange, Incorporated 15 and the Philadelphia Stock Exchange. 16 The Commission believes that BSE's proposal raises no new regulatory issues, and it should make regulatory information with respect to its members and their associated persons more readily available without further delay. 15 *See* Securities Exchange Act Release No. 46308 (August 2, 2002), 67 FR 51905 (August 9, 2002) (SR-CBOE-2001-66). 16 *See* Securities Exchange Act Release No. 54960 (December 12, 2006), 71 FR 77851 (December 27, 2006) (SR-Phlx-2006-83). Accordingly, the Commission finds good cause, consistent with Section 19(b)(2) of the Act, 17 to grant accelerated approval to the proposed rule change before the thirtieth day after the publication of notice thereof in the **Federal Register** . 17 15 U.S.C. 78s(b)(2). V. Conclusion *It is therefore ordered* , pursuant to Section 19(b)(2) of the Act, 18 that the proposed rule change (SR-BSE-2007-25), as modified by Amendments No. 1, 2, and 3, be, and it hereby is, approved on an accelerated basis. 18 *Id* . For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 19 19 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E7-19906 Filed 10-9-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56600; File No. SR-CBOE-2007-88] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Order Granting Approval of Proposed Rule Change To Amend the Hybrid Opening System Opening Rotations Rules October 2, 2007. On July 25, 2007, the Chicago Board Options Exchange, Incorporated (“CBOE” 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 amend its opening rotations rules conducted via the Hybrid Opening System (“HOSS”). The proposed rule change was published in the **Federal Register** on August 29, 2007. 3 The Commission received no comments on the proposal. This order approves the proposed rule change. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 *See* Securities Exchange Act Release No. 56302 (August 22, 2007), 72 FR 49752. HOSS is the Exchange's automated system for initiating trading at the beginning of each trading day. The Exchange proposes to amend HOSS procedures contained in CBOE Rule 6.2B. HOSS procedures currently provide that HOSS initiates an opening rotation for an options class at a randomly selected time within a number of seconds after the primary market 4 for the underlying security opens (or after 8:30 a.m. (Central Time) for index options). 5 4 According to the Exchange, for purposes of CBOE Rule 6.2B, the Exchange has interpreted the “primary market” to be the primary listing market. 5 According to the Exchange, for purposes of CBOE Rule 6.2B, the Exchange determines when the underlying market “opens”, on a class-by-class basis, to be either the opening trade and/or opening quote (or whichever occurs first). Once the underlying market opens, HOSS initiates the overlying option class opening and sends a Rotation Notice to market participants. Thereafter, HOSS would open the series of a class in a random order. The Exchange proposes to permit HOSS to initiate the opening rotation for an options class after the opening of the underlying security on:

(1)The primary listing market;

(2)the primary volume market, 6 or

(3)the first market to open the underlying security. Determinations on the particular configuration for the market for the underlying security would be made on a class-by-class basis by the appropriate Exchange Procedure Committee and announced to the membership via a Regulatory Circular. 6 Proposed CBOE Rule 6.2B(b) would define the primary volume market as the market with the most liquidity in that underlying security for the previous two calendar months. After a careful review of the proposed rule change, the Commission finds that the proposed rule change is consistent with the requirements of the Act and the regulations thereunder applicable to a national securities exchange. 7 In particular, the Commission believes that the proposed rule change is consistent with Section 6(b)(5) of the Act, 8 which requires that the rules of an exchange be 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. The Commission believes that the proposal will provide the Exchange more flexibility to determine when to permit the HOSS opening rotation process to begin, and should contribute to the Exchange's ability to conduct openings in a fair and orderly manner. Further, the Commission notes that it previously approved a similar rule changes for the American Stock Exchange LLC. 9 7 In approving the proposed rule change, the Commission notes that it has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). 8 15 U.S.C. 78f(b)(5). 9 *See* Securities Exchange Act Release No. 55272 (February 12, 2007), 72 FR 7779 (February 20, 2007) (approving SR-Amex-2006-77, permitting the American Stock Exchange LLC to open its trading rotation once the underlying security has opened for trading in any market). *It is therefore ordered* , pursuant to Section 19(b)(2) of the Act, 10 that the proposed rule change (SR-CBOE-2007-88) be, and hereby is, approved. 10 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 11 11 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E7-19905 Filed 10-9-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56602; File No. SR-CBOE-2007-116] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to the Exchange's Hybrid Electronic Quoting Fee October 3, 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 1, 2007, the Chicago Board Options Exchange, Incorporated (“CBOE” 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 Exchange. CBOE has designated this proposal as one establishing or changing a due, fee, or other charge imposed by the Exchange under Section 19(b)(3)(A), 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). 4 17 CFR 240.19b-4(f)(2). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change CBOE proposes to amend its Hybrid Electronic Quoting Fee. The text of the proposed rule change is available at the Exchange, the Commission's Public Reference Room, and *http://www.cboe.org/legal.* II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, CBOE included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposal. The text of these statements may be examined at the places specified in Item IV below. CBOE 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 CBOE's Hybrid Electronic Quoting Fee, which is applicable to all Market-Makers, RMMs, DPMs and e-DPMs (collectively “liquidity providers”) in order to promote and encourage more efficient quoting. 5 The fee has been effective since February 1, 2007. 5 Because the Hybrid Quoting Fee is only applicable in Hybrid and Hybrid 2.0 option classes, it does not apply to LMMs, which currently only function in Hybrid 3.0 option classes. Therefore, the Exchange is proposing to delete the reference to LMMs in the Hybrid Electronic Quoting Fee section of Item 17 of the Fees Schedule. Under the existing fee, all liquidity providers who are submitting electronic quotations to the Exchange in Hybrid and Hybrid 2.0 option classes are assessed a monthly fee of $450. Each month, each liquidity provider receives an allocation of 1,000,000 quotes. If a liquidity provider submits to CBOE more than 1,000,000 quotes in a month, the liquidity provider is assessed an additional fee of $.03 per 1,000 quotes in excess of 1,000,000. As amended, CBOE will continue to assess all liquidity providers who are submitting electronic quotations to the Exchange in Hybrid and Hybrid 2.0 option classes a monthly fee of $450 per membership utilized. However, CBOE proposes to assess or credit liquidity providers a Hybrid Electronic Quoting Fee that varies depending on:

(i)The quality of the liquidity providers' quotation (a quotation is a bid and an offer); and

(ii)the value of the underlying security and CBOE's bid in the option series. 6 CBOE also proposes to vary the fee slightly in “high premium series” 7 with respect to Market-Makers and RMMs on the one hand, and DPMs and e-DPMs on the other hand due to the difference in their quoting obligations. Market-Makers and RMMs have an obligation to continuously quote 60% of the series in each of their appointed classes that have a time to expiration of less than 9 months. DPMs and e-DPMs, however, have a greater obligation and must continuously quote either 100% of the series in their appointed classes

(DPMs)or 90% if the series in their appointed classes (e-DPMs). CBOE generally has found that there are a significant amount of quotations in high premium series, but very little volume. 6 The value of the underlying security is the closing price of the underlying security on the preceding trading day. The bid is the closing bid in the option series at CBOE on the preceding trading day. 7 For purposes of this fee, “high premium series” are those series in which the value of the underlying security is less than or equal to $100 and CBOE's bid is greater than $10, or those series in which the value of the underlying security is greater than $100 and CBOE's bid is greater than 15% of the underlying security. Specifically, the Hybrid Electronic Quoting Fee will be assessed/credited as follows: If the value of the underlying security is less than or equal to $100 and CBOE's bid is less than or equal to $10, or if the value of the underlying security is greater than $100 and CBOE's bid is less than or equal to 15% of the underlying security, then: • A liquidity provider's quotation that improves the NBBO on at least one side of the market will be credited $0.02 per 1,000 quotes. • A liquidity provider's quotation that matches the NBBO on both sides of the market will be credited $0.01 per 1,000 quotes. • A liquidity provider's quotation that matches the NBBO on only one side of the market will be assessed a fee of $0.02 per 1,000 quotes. • A liquidity provider's quotation that matches the CBOE BBO (which is not the NBBO) on at least one side of the market will be assessed a fee of $0.02 per 1,000 quotes. • A liquidity provider's quotation that is a duplicate quote, 8 or that does not satisfy any of the above conditions will be assessed a fee of $0.05 per 1,000 quotes. 8 A “duplicate quote” is one where there is no change in bid and offer price and size. *See* proposed Item 17 of the Fees Schedule, at note 5, as set forth in CBOE's Form 19b-4. If the value of the underlying security is less than or equal to $100 and CBOE's bid is greater than $10, or if the value of the underlying security is greater than $100 and CBOE's bid is greater than 15% of the underlying security, then: • A liquidity provider's quotation that improves the NBBO on at least one side of the market will be credited $0.02 per 1,000 quotes. • A liquidity provider's quotation that matches the NBBO on both sides of the market will be credited $0.01 per 1,000 quotes. • A liquidity provider's quotation that matches the NBBO on only one side of the market will be assessed a fee of $0.02 per 1,000 quotes. • A Market-Maker's or RMM's quotation that matches the CBOE BBO (which is not the NBBO) on at least one side of the market will be assessed a fee of $0.05 per 1,000 quotes; and a DPM's or e-DPM's quotation that matches the CBOE BBO (which is not the NBBO) on at least one side of the market will be assessed a fee of $0.02 per 1,000 quotes. • A liquidity provider's quotation that is a duplicate quote, or that does not satisfy any of the above conditions will be assessed a fee of $0.05 per 1,000 quotes. As before, the Hybrid Electronic Quoting Fee will be assessed by liquidity provider acronym. In the event a liquidity provider is utilizing more than one membership and submits electronic quotations for all of the memberships under the same acronym, the Hybrid Electronic Quoting Fee will be assessed per membership utilized by the liquidity provider. Because a liquidity provider's total credits cannot exceed the total debits assessed according to the schedule of credits and debits set forth in the two tables in Item 17 of the Fees Schedule, if the total credits were to exceed the total debits, the Hybrid Electronic Quoting Fee assessed to that liquidity provider would be $450. Also, if a liquidity provider is assessed the Hybrid Electronic Quoting Fee, the liquidity provider does not pay a member dues fee. The Exchange intends to implement this revised Hybrid Electronic Quoting Fee effective October 1, 2007. CBOE believes that the Hybrid Electronic Quoting Fee, as amended, is fair and reasonable and will promote and encourage more efficient quoting and help to reduce quote traffic. The fee encourages and rewards liquidity providers that quote competitively, and imposes costs on liquidity providers that do not. The fee also fairly and reasonably takes into consideration the different quoting obligations of the various liquidity providers and, therefore, represents an equitable allocation of fees among members. 2. Statutory Basis The proposed rule change is consistent with Section 6(b) of the Act, 9 in general, and furthers the objectives of Section 6(b)(4) of the Act, 10 in particular, in that it is designed to provide for the equitable allocation of reasonable fees, and other charges among CBOE members and other persons using its facilities. 9 15 U.S.C. 78f(b). 10 15 U.S.C. 78f(b)(4). B. Self-Regulatory Organization's Statement on Burden on Competition CBOE 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 The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act 11 and subparagraph (f)(2) of Rule 19b-4 thereunder, 12 since it establishes or changes a due, fee or other charge imposed by the Exchange. 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 the furtherance of the purposes of the Act. 11 15 U.S.C. 78s(b)(3)(A)(ii). 12 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-CBOE-2007-116 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-CBOE-2007-116. 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 CBOE. 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-CBOE-2007-116 and should be submitted on or before October 31, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 13 13 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E7-19910 Filed 10-9-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56599; File No. SR-NYSE-2007-93] Self-Regulatory Organizations; New York Stock Exchange, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change and Amendment No. 1 Thereto Relating to Rule 70 (Bids and Offers) and Rule 104 (Dealings by Specialists) October 2, 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 September 28, 2007, the New York Stock Exchange, LLC (“NYSE” 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 October 2, 2007, the Exchange filed Amendment No. 1 to the proposed rule change. 3 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 Amendment No. 1 replaces and supersedes the original filing in its entirety. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange is proposing to amend Exchange Rule 70 (Bids and Offers) and Exchange Rule 104 (Dealings by Specialists) to reduce the requirement that a Floor broker and a specialist, respectively, post 1,000 shares of displayed liquidity at the Exchange best bid or offer in order to use the reserve function. The text of the proposed rule change is available on the NYSE's Web site ( *http://www.nyse.com* ), at the NYSE, 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 The Exchange seeks to amend Exchange Rules 70.20 and 104(d) to reduce the requirement that a Floor broker and a specialist, respectively, post 1,000 shares of displayed liquidity at the Exchange best bid or offer in order to use the reserve function. a. Current Ability to Use Reserve Function Currently, Floor brokers' interest is represented electronically by including these orders in a separate file (“Floor broker agency interest file”) within the Exchange's Display Book system. 4 Floor brokers are permitted to place the liquidity representing customer orders at or outside the best bid or offer on the Exchange (“Exchange BBO”). Similarly, specialists have the ability to place in a separate file (“specialist interest file”) within the Display Book system their dealer interest at prices at or outside the Exchange BBO. Pursuant to Exchange Rules 70.20 and 104(d), some of the interest in either of these files that is at the Exchange BBO may, at the choice of the Floor broker or specialist, be non-displayed interest. That is, the Floor broker or specialist may decide to hold additional interest in “reserve” and not have it be part of the published bid or offer. Reserve interest is eligible to participate in automatic executions on the Exchange after displayed interest on that side of the market trades. Reserve Floor broker interest and specialist interest participate on parity with each other when trading with contra-side interest. 4 The Display Book® system is an order management and execution facility. The Display Book system receives and displays orders to the specialists, contains the Book, and provides a mechanism to execute and report transactions and publish the results to the Consolidated Tape. The Display Book system is connected to a number of other Exchange systems for the purposes of comparison, surveillance, and reporting information to customers and other market data and national market systems. Exchange Rules 70.20 and 104(d) further provide that Floor brokers and specialists, respectively, must display a minimum of 1,000 shares of interest at the Exchange BBO on the same side of the market in order to maintain undisplayed reserve interest at that price. For example, if a Floor broker or specialist were to choose to have non-displayed interest in their files at the Exchange bid, 1,000 shares must be made part of the disseminated bid. 5 Both Rule 70.20 and Rule 104(d) require that, if an execution occurs that does not exhaust displayed Floor broker or specialist interest at the Exchange BBO, the displayed interest would automatically be replenished from any reserve interest so that at least 1,000 shares (or whatever amount remains if less than 1,000 shares) would be displayed. 5 Specialists were originally required to have 2,000 shares of displayed interest at the Exchange BBO in order to have non-displayed reserve interest. However, on June 30, 2006, the Commission approved a proposed rule change submitted by the Exchange to conform the minimum display to that for Floor brokers. *See* Securities Act Release No. 54086 (June 30, 2006), 71 FR 38953 (July 10, 2006) (SR-NYSE-2006-24). b. Reduction of Minimum Display Requirement The Exchange is proposing to reduce the minimum display requirement that Floor brokers and specialists must meet to one round-lot (for most stocks, 100 shares) in order to have non-displayed interest in the Exchange market. The ability to have reserve interest was designed, in part, to allow Floor brokers flexibility to determine the best way in which to represent customer orders, especially larger customer orders. One way in which they can do this is to decide what portion of customer interest should be displayed based on the Floor broker's sense of the market in a particular security. The reserve gives customers the advantage of both auction market and automatic execution capability, without the risk of missing the market. The Exchanges believe that, for specialists, the reserve function allows the possibility of more liquidity at the best bid or offer price and facilitation of single-price executions on behalf of customers. The Exchange has found that the current display requirement may be acting as a hindrance to the utilization of Floor broker agency interest and specialist interest file reserve functionality. For many stocks traded on the Exchange, 1,000 shares would be a sizeable order or would represent a sizeable position commitment for a specialist based on the trading characteristics of the stock. In less active securities, there would be no ability to use the reserve functionality since there would not be a sufficient volume of shares available beyond the current minimum display requirement. This can have a compounding effect of inhibiting trading that could take place if reserves could be available for executions beyond the displayed quotation. In addition, the Exchange is aware that concerns associated with possible signaling of interest have arisen in connection with the display requirement. The Exchange states that, as trade and quote sizes have declined on the Exchange, 6 analysis of displayed amounts or the absence of a displayed amount can signal that there is no reserve available and inform a trader or an algorithm that order size can be limited at a particular price point. Additional interest may then be priced at higher or lower prices, creating more volatility. 6 The average size of quotes on the Exchange has declined from 2,146 shares to 1,231 shares in the period from November 2006 to August 2007. Average execution size has declined from 334 shares to 254 shares during the same period. The Exchange believes that the reduction of the minimum display requirement will not have a detrimental impact on trading or quoting on the Exchange. There remains an incentive for displaying interest, versus non-display of interest, in that displayed interest has priority in execution over non-displayed interest. Reduction of the display requirement will also allow Floor brokers and specialists the flexibility to align their strategies more closely to the trading characteristics of individual stocks and the market in general without an imposed minimum of 1,000 shares. The Exchange is retaining the ability to automatically replenish the displayed amount of interest at the Exchange BBO when trades reduce or exhaust such displayed interest. As is currently the case today, the displayed quantity will be replenished based on the initial instructions from the Floor broker or specialist. For example, assume a Floor broker or specialist had originally placed 2,000 shares in reserve and had given instructions to maintain 500 shares as a displayed amount in the quote. If an execution takes place which reduces the displayed amount to 200 shares, 300 shares would be shifted from the reserve to replenish the displayed amount. If the reserve quantity is less than the amount to be displayed, the remainder of the reserve interest will be displayed in full. In the aforementioned example, if only 200 shares of the original reserve interest remains, then the displayed quantity will be replenished by the final 200 shares, bringing the total displayed amount to 400 shares. In this way, Floor brokers and specialists will have the flexibility to replenish liquidity that is in keeping with the market need at the specific time and at that price point. Moreover, if Floor brokers and specialists are able to display liquidity in keeping with the current trading characteristics of the security, then there is more incentive for them to use the reserve function and thus provide additional liquidity to the market. The Exchange further believes that the reduction of the display requirement to use the reserve function will not adversely impact current quoted size. The Exchange understands that specialists have not been using reserves to any great extent and, thus, the reduction of the minimum display requirement will not have any impact on the displayed quotes representing specialist interest. Lastly, the Exchange is not aware of any other domestic securities market that has a minimum display requirement for the use of its reserve function on the same scale as that currently required by the NYSE, yet many of these markets have sizeable displayed liquidity. 7 7 For example, American Stock Exchange (“Amex”) Rule 131(s)-AEMI (Types of Orders) defines a reserve order and allows the visible size of the reserve to be “* * * not less than one lot* * *”. *See also* The NASDAQ Stock Market LLC (“Nasdaq”) Rule 4751(e)(3) (defining “non-displayed order”). 2. Statutory Basis The basis under the Act for this proposed rule change is the requirement under Section 6(b)(5) 8 that the Exchange have rules that are 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. The proposed rule change also is designed to support the principles of Section 11A(a)(1) 9 in that it seeks to assure economically efficient execution of securities transactions, make it practicable for brokers to execute investors' orders in the best market and provide an opportunity for investors' orders to be executed without the participation of a dealer. 8 15 U.S.C. 78f(b)(5). 9 15 U.S.C. 78k-l(a)(1). 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 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 after the date of the filing, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest, the proposed rule change 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). Pursuant to Rule 19b-4(f)(6)(iii) under the Act, the Exchange is required 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 Exchange has satisfied the five-day pre-filing requirement. A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the Act 12 normally does not become operative for 30 days after the date of its filing. However, Rule 19b-4(f)(6)(iii) 13 permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The NYSE has requested that the Commission waive the 30-day operative delay. The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest because NYSE's proposed minimum display requirement for reserve orders is similar to the minimum display requirement of another exchange. 14 For these reasons, the Commission designates that the proposed rule change become operative on October 2, 2007, the date the Exchange filed Amendment No. 1. 15 12 17 CFR 240.19b-4(f)(6). 13 17 CFR 240.19b-4(f)(6)(iii). 14 *See* Amex Rule 131(s)-AEMI. *See also* Nasdaq Rule 4751(e)(3). 15 For purposes only of waiving the 30-day operative delay, 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 the 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. 16 16 For purposes of calculating the 60-day period within which the Commission may summarily abrogate the proposed rule change, the Commission considers the period to commence on October 2, 2007, the date on which the Exchange filed Amendment No. 1. 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-NYSE-2007-93 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-NYSE-2007-93. 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 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-NYSE-2007-93 and should be submitted on or before October 31, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 17 17 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E7-19908 Filed 10-9-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56607; File No. SR-NYSE-2007-91] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Waive the Fee Charged to Member Organizations for the Approval of Pre-Qualified Substitutes October 3, 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 September 28, 2007, the New York Stock Exchange LLC (“Exchange” or “NYSE”) 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 Exchange. 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 waive for the remainder of 2007, with retroactive effect from September 1, 2007, the $5,000 fee payable by a member organization in connection with the approval of a pre-qualified substitute employee. The text of the proposed rule change is available at NYSE, the Commission's Public Reference Room, and *http://www.nyse.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. 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 Exchange proposes to waive for the remainder of 2007, with retroactive effect from September 1, 2007, the $5,000 fee payable by a member organization in connection with the approval of a pre-qualified substitute employee. 3 A pre-qualified substitute employee is an employee of a member organization who has been approved to work on the Exchange trading floor and can be assigned to work on the trading floor at any time that the member organization has a trading license available for use. 3 The fee will continue to be in effect for approval of new members. Telephone conversation between John Carey, Assistant General Counsel, NYSE, and Nathan Saunders, Special Counsel, Division of Market Regulation, Exchange, on October 3, 2007. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with the objectives of Section 6 of the Act 4 in general and furthers the objectives of Section 6(b)(4) of the Act 5 in particular, in that it is designed to provide for the equitable allocation of reasonable dues, fees, and other charges among its members and other persons using its facilities. 4 15 U.S.C. 78f. 5 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 Written comments were neither solicited nor 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) of the Act 6 and Rule 19b-4(f)(2) 7 thereunder, because it establishes or changes a due, fee, or other charge imposed by the Exchange. 6 15 U.S.C. 78s(b)(3)(A). 7 17 CFR 19b-4(f)(2). 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-NYSE-2007-91 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-NYSE-2007-91. 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, 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 the NYSE. 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-NYSE-2007-91 and should be submitted on or before October 31, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 8 Nancy M. Morris, Secretary. 8 17 CFR 200.30-3(a)(12). [FR Doc. E7-19911 Filed 10-9-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56601; File No. SR-NYSEArca-2007-79] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Order Granting Accelerated Approval of a Proposed Rule Change as Modified by Amendment No. 1 Thereto To Trade Shares of Eight Funds of the ProShares Trust Based on International Indexes Pursuant to Unlisted Trading Privileges October 2, 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 July 31, 2007, NYSE Arca, Inc. (“Exchange”), through its wholly owned subsidiary NYSE Arca Equities, Inc. (“NYSE Arca Equities”), filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been substantially prepared by the Exchange. On September 28, 2007, the Exchange submitted 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 The Exchange, through its wholly-owned subsidiary NYSE Arca Equities, proposes to trade pursuant to unlisted trading privileges (“UTP”) shares (“Shares”) of eight funds (“Funds”) of the ProShares Trust (“Trust”) based on four international equity indexes. The text of the proposed rule change is available at the Exchange, the Commission's Public Reference Room, and *http://www.nyse.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 The Exchange proposes to trade the Shares of the Funds pursuant to UTP under NYSE Arca Equities Rule 5.2(j)(3). 3 The Commission has approved the original listing and trading of the Shares on the American Stock Exchange LLC (“Amex”). 4 3 In October 1999, the Commission approved NYSE Arca Equities Rule 5.2(j)(3), which sets forth the rules related to listing and trading criteria for Investment Company Units (“ICUs”). *See* Securities Exchange Act Release No. 41983 (October 6, 1999), 64 FR 56008 (October 15, 1999) (SR-PCX-98-29). In July 2001, the Commission also approved the Exchange's generic listing standards for listing and trading, or the trading pursuant to UTP, of ICUs under NYSE Arca Equities Rule 5.2(j)(3). *See* Securities Exchange Act Release No. 44551 (July 12, 2001), 66 FR 37716 (July 19, 2001) (SR-PCX-2001-14). The definition of an ICU is set forth in NYSE Arca Equities Rule 5.1(b)(15), which provides that an ICU is a security representing an interest in a registered investment company that could be organized as a unit investment trust, an open-end management investment company, or a similar entity. 4 *See* Securities Exchange Act Release No. 56592 (October 1, 2007) (SR-Amex-2007-60) (“Amex Order”). *See also* Securities Exchange Act Release No. 56223 (August 8, 2007), 72 FR 45837 (August 15, 2007) (SR-Amex-2007-60) (“Amex Notice”). The Funds are designated as Short Funds (“Short Funds”) and UltraShort Funds (“UltraShort Funds”), as described more fully below. 5 Each of the Funds will have a distinct investment objective. Each Fund will attempt, on a daily basis, to achieve its investment objective by corresponding to a specified multiple of the inverse performance of a particular equity securities index (each, an “Underlying Index” or “Index”) as briefly described below. 5 The Commission has previously approved trading certain Ultra Funds, Short Funds, and UltraShort Funds of the ProShares Trust on the Exchange pursuant to UTP under NYSE Arca Equities Rule 5.2(j)(3). *See* Securities Exchange Act Release No. 34-55125 (January 18, 2007), 72 FR 3462 (January 25, 2007) (SR-NYSEArca-2006-87). *See also* Securities Exchange Act Release No. 54026 (June 21, 2006), 71 FR 36850 (June 28, 2006) (SR-PCX-2005-115). *Short Funds.* The Short Funds seek daily investment results, before fees and expenses, that correspond to the inverse or opposite of the daily performance (−100%) of the Underlying Indexes. If a Short Fund is successful in meeting its objective, the net asset value (“NAV”) 6 of the corresponding Shares should increase approximately as much (on a percentage basis) as the respective Underlying Index loses when the prices of the securities in the Index decline on a given day, or should decrease approximately as much as the respective Index gains when prices in the Index rise on a given day. The Short Funds include:

(1)Short MSCI Emerging Markets ProShares,

(2)Short MSCI Japan ProShares,

(3)Short MSCI EAFE ProShares, and

(4)Short FTSE/Xinhua China 25 ProShares. 6 NAV per Share of each Fund is computed by dividing the value of the net assets of such Fund ( *i.e.* , the value of its total assets less total liabilities) by its total number of Shares outstanding. Expenses and fees are accrued daily and taken into account for purposes of determining NAV. *UltraShort Funds* . UltraShort Funds seek daily investment results, before fees and expenses, that correspond to twice the inverse or opposite of the daily performance (−200%) of the Underlying Indexes. If an UltraShort Fund is successful in meeting its objective, the NAV of the corresponding Shares should increase approximately twice as much (on a percentage basis) as the respective Underlying Index loses when the prices of the securities in the Index decline on a given day, or should decrease approximately twice as much as the respective Underlying Index gains when such prices rise on a given day. The UltraShort Funds include:

(1)UltraShort MSCI Emerging Markets ProShares,

(2)UltraShort MSCI Japan ProShares,

(3)UltraShort MSCI EAFE ProShares, and

(4)UltraShort FTSE/Xinhua China 25 ProShares. No Fund will invest directly in the component securities of the relevant Underlying Index; instead, each Fund will create short exposure to the corresponding Index. Each Fund will establish positions in Financial Instruments (as defined below) that provide, on a daily basis, the inverse or opposite of, or twice the inverse or opposite of, the performance of the relevant Underlying Index. Normally 100% of the value of the portfolios of each Fund will be devoted to such Financial Instruments and certain money market instruments. The Financial Instruments to be held by any of the Funds may include stock index futures contracts, options on futures contracts, options on securities and indices, equity caps, collars and floors, as well as swap agreements, forward contracts, repurchase agreements, and reverse repurchase agreements (“Financial Instruments”). Money market instruments include certain U.S. government securities and repurchase agreements. Availability of Information About the Shares and the Underlying Indexes The Trust's Web site, which is and will be publicly accessible at no charge, will contain the following information for each Fund's Shares:

(1)The prior business day's closing NAV, the reported closing price, and a calculation of the premium or discount of such price in relation to the closing NAV;

(2)data for a period covering at least the four previous calendar quarters (or the life of a Fund, if shorter) indicating how frequently each Fund's Shares traded at a premium or discount to NAV based on the daily closing price and the closing NAV, and the magnitude of such premiums and discounts;

(3)its prospectus and/or product description; and

(4)other quantitative information such as daily trading volume. The prospectus and/or product description for each Fund will inform investors that the Trust's Web site has information about the premiums and discounts at which the Fund's Shares have traded. According to the Amex Proposal, Amex will disseminate for each Fund on a daily basis by means of Consolidated Tape Association (“CTA”) and CQ High Speed Lines information with respect to an Indicative Intra-Day Value (“IIV”), recent NAV, shares outstanding, estimated cash amount, and total cash amount per Creation Unit. Amex will make available on its Web site daily trading volume, closing price, the NAV, and the final dividend amounts to be paid for each Fund. Amex represented in the Amex Proposal that it will obtain a representation from the Trust (for each Fund), prior to listing, that the NAV per share for each Fund will be calculated daily and made available to all market participants at the same time. 7 7 If Amex halts trading in the Shares of the Funds because the NAV is not being disseminated to all market participants at the same time, then the Exchange would do so as well. Each Fund's total portfolio composition will be disclosed on the Trust's Web site ( *http://www.proshares.com* ) or another relevant Web site as determined by the Trust and/or Amex. According to the Amex Proposal, the Web site disclosure of portfolio holdings will be made daily and will include, as applicable, the specific types of Financial Instruments and characteristics of such instruments, cash equivalents, and the amount of cash held in the portfolio of each Fund. This public disclosure of the portfolio composition of each Fund will coincide with the disclosure by ProShare Advisors LLC (“Advisor”) of the “IIV File” and the “PCF.” 8 Therefore, the portfolio information (including accrued expenses and dividends) to be provided on the public Web site will be the same as the information in the IIV File and PCF (when applicable) provided to authorized participants. The format of the public Web site disclosure and the IIV File and PCF (when applicable) will differ because the public Web site will list all portfolio holdings while the IIV and PCF (when applicable) will similarly provide the portfolio holdings but in a format appropriate for authorized participants, *i.e.* , the exact components of a Creation Unit. 9 Each investor will have access to the current portfolio composition of each Fund through the Trust's Web site, at *http://www.proshares.com* , and/or at the Amex's Web site at *http://www.amex.com* . 8 According to the Amex Proposal, the Trust will create a portfolio composition file (“PCF”) for each Fund, which it will transmit to the National Securities Clearing Corporation (“NSCC”) before the open of business the next business day. The information in the PCF will be available to all participants in the NSCC system. Because the NSCC's system for the receipt and dissemination to its participants of the PCF is not currently capable of processing information with respect to Financial Instruments, the Advisor has developed an “IIV File,” which it will use to disclose the Funds' holdings of Financial Instruments. The IIV File will contain, for each Fund, information sufficient by itself or in connection with the PCF and other available information for market participants to calculate a Fund's IIV and effectively arbitrage the Fund. The Trust or the Advisor will post the IIV File to a password-protected Web site before the opening of business on each business day, and all authorized participants and Amex will have access to a password and the Web site containing the IIV File. 9 The composition will be used to calculate the NAV later that day. Beneficial owners of Shares (“Beneficial Owners”) will receive all of the statements, notices, and reports required under the 1940 Act and other applicable laws. They will receive, for example, annual and semi-annual Fund reports, written statements accompanying dividend payments, proxy statements, annual notifications detailing the tax status of Fund distributions, and Form 1099-DIVs. Some of these documents will be provided to Beneficial Owners by their brokers, while others will be provided by the Fund through the brokers. The daily closing index value and the percentage change in the daily closing index value for each Underlying Index will be publicly available on various Web sites, *e.g.* , *http://www.bloomberg.com* . Data regarding each Underlying Index are also available from the respective index provider to subscribers. Several independent data vendors also package and disseminate index data in various value-added formats (including vendors displaying both securities and index levels and vendors displaying index levels only). The value of each Underlying Index would be updated intra-day as its individual component securities change in price. These intra-day values of each Underlying Index will be disseminated at least every 60 seconds from 9:30 a.m. to 4:15 p.m. Eastern Time by Amex or another organization authorized by the relevant Underlying Index provider. 10 10 During certain periods, the relevant Underlying Index value may be not updated or static. According to the Amex Proposal, in order to provide updated information relating to each Fund for use by investors, professionals, and persons wishing to create or redeem Shares, Amex will disseminate through the facilities of the CTA:

(1)Continuously from 9:30 a.m. to 4:15 p.m. Eastern Time, the market value of a Share; and

(2)at least every 15 seconds from 9:30 a.m. to 4:15 p.m. Eastern Time, the IIV as calculated by Amex (the “IIV Calculator”). Comparing these two figures helps an investor to determine whether, and to what extent, the Shares may be selling at a premium or a discount to NAV. The IIV Calculator will calculate an IIV for each Fund in the manner discussed in the Amex Proposal. The IIV is designed to provide investors with a reference value that can be used in connection with other related market information. The IIV does not necessarily reflect the precise composition of the current portfolio held by each Fund at a particular point in time. Therefore, the IIV on a per-Share basis disseminated from 9:30 a.m. to 4:15 p.m. Eastern Time should not be viewed as a real-time update of the NAV of a particular Fund, which is calculated only once a day. While the IIV that will be disseminated by Amex is expected to be close to the most recently calculated Fund NAV on a per-Share basis, it is possible that the value of the portfolio held by a Fund may diverge from the IIV during any trading day. In such case, the IIV will not precisely reflect the value of the Fund portfolio. Trading Halts The Exchange represents that it will cease trading the Shares of the Fund if the listing market stops trading the Shares because of a regulatory halt similar to a halt based on NYSE Arca Equities Rule 7.12. UTP trading in the Shares is also governed by the trading halts provisions of NYSE Arca Equities Rule 7.34 relating to temporary interruptions in the calculation or wide dissemination of the IIV or the value of the underlying index. The Exchange may consider all relevant factors in exercising its discretion to halt or suspend trading in the Shares of a Fund. Trading may be halted because of market conditions or for reasons that, in the view of the Exchange, make trading in the Shares inadvisable. These may include:

(1)The extent to which trading is not occurring in the securities comprising an Underlying Index and/or the Financial Instruments of a Fund, or

(2)whether other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present. In addition, trading in Shares could be halted pursuant to the Exchange's “circuit breaker” rule 11 or by the halt or suspension of trading of the underlying securities. 11 *See* NYSE Arca Equities Rule 7.12. Trading Rules The Exchange deems the Shares to be equity securities, thus rendering trading in the Shares subject to the Exchange's existing rules governing the trading of equity securities. Shares will trade on the NYSE Arca Marketplace from 4 a.m. to 8 p.m. Eastern Time in accordance with NYSE Arca Equities Rule 7.34 (Opening, Core, and Late Trading Sessions). 12 The Exchange has appropriate rules to facilitate transactions in the Shares during all trading sessions. 12 Because NSCC does not disseminate the new basket amount to market participants until approximately 6 p.m. to 7 p.m. Eastern Time, an updated IIV is not possible to calculate during the Exchange's late trading session (from 4:15 p.m. to 8 p.m. Eastern Time). Official index sponsors for the Underlying Indexes currently do not calculate updated index values during the Exchange's late trading session; however, if the index sponsors do so in the future, the Exchange would not trade this product unless such official index value is widely disseminated. Surveillance The Exchange intends to utilize its existing surveillance procedures applicable to derivative products to monitor trading in the Shares. The Exchange represents that these procedures are adequate to properly monitor Exchange trading of the Shares in all trading sessions and to deter and detect violations of Exchange rules. The Exchange's current trading surveillance focuses on detecting when securities trade outside their normal patterns. When such situations are detected, surveillance analysis follows and investigations are opened, where appropriate, to review the behavior of all relevant parties for all relevant trading violations. The Exchange may obtain information via the Intermarket Surveillance Group (“ISG”) from other exchanges who are members or affiliates of the ISG. 13 13 A list of the current members and affiliate members of ISG is available at *http://www.isgportal.com* . In addition, the Exchange also has a general policy prohibiting the distribution of material, non-public information by its employees. Information Bulletin Prior to the commencement of trading, the Exchange will inform its ETP Holders in an Information Bulletin (“Bulletin”) of the special characteristics and risks associated with trading the Shares. Specifically, the Bulletin will discuss the following:

(1)The procedures for purchases and redemptions of Shares in Creation Unit aggregations (and that Shares are not individually redeemable);

(2)NYSE Arca Equities Rule 9.2(a), which imposes a duty of due diligence on its ETP Holders to learn the essential facts relating to every customer prior to trading the Shares; 14

(3)the risks involved in trading the Shares during the Opening and Late Trading Sessions when an updated IIV will not be calculated or publicly disseminated;

(4)how information regarding the IIV is disseminated;

(5)the requirement that ETP Holders deliver a prospectus to investors purchasing newly issued Shares prior to or concurrently with the confirmation of a transaction; and

(6)trading information. 14 NYSE Arca Equities Rule 9.2(a) provides that an ETP Holder, before recommending a transaction, must have reasonable grounds to believe that the recommendation is suitable for the customer based on any facts disclosed by the customer as to his other security holdings and as to his financial situation and needs. Further, the rule provides, with a limited exception, that prior to the execution of a transaction recommended to a non-institutional customer, the ETP Holder shall make reasonable efforts to obtain information concerning the customer's financial status, tax status, investment objectives, and any other information that they believe would be useful to make a recommendation. *See* Securities Exchange Act Release No. 54045 (June 26, 2006), 71 FR 37971 (July 3, 2006) (SR-PCX-2005-115). In addition, the Bulletin will reference that the Fund is subject to various fees and expenses described in the registration statement for the Fund. The Bulletin will also discuss any exemptive, no-action, and interpretive relief granted by the Commission from Section 11(d)(1) of the Act 15 and certain rules under the Act, including Rule 10b-10, Rule 14e-5, Rule 10b-17, Rule 11d1-2, Rules 15c1-5 and 15c1-6, and Rules 101 and 102 of Regulation M under the Act. 15 15 U.S.C. 78k(d)(1). The Bulletin will also disclose that the NAV for the Shares will be calculated after 4 p.m. Eastern time each trading day. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with the provisions of Section 6 of the Act, 16 in general, and with Section 6(b)(5) of the Act, 17 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 a free and open market and a national market system, and, in general, to protect investors and the public interest. 16 15 U.S.C. 78f. 17 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 would 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. 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-NYSEArca-2007-79 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-2007-79. 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 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-2007-79 and should be submitted on or before October 31, 2007. IV. Commission's Findings and Order Granting Accelerated Approval of the Proposed Rule Change After careful consideration, 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. 18 Specifically, the Commission finds that the proposed rule change is consistent with Section 6(b)(5) of the Act, 19 which requires, among other things, that the rules of a national securities 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. The Commission believes that this proposal should benefit investors by increasing competition among markets that trade the Shares. 18 In approving this proposed rule change, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 19 15 U.S.C. 78f(b)(5). In addition, the Commission finds that the proposal is consistent with Section 12(f) of the Act, 20 which permits an exchange to trade, pursuant to UTP, a security that is listed and registered on another exchange. 21 The Commission notes that it previously approved the listing and trading of the Shares on Amex. 22 The Commission also finds that the proposal is consistent with Rule 12f-5 under the Act, 23 3 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. 20 15 U.S.C. 78 *l* (f). 21 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. 22 *See supra* note 4. 23 17 CFR 240.12f-5. The Commission further believes that the proposal is consistent with Section 11A(a)(1)(C)(iii) of the Act, 24 which sets forth Congress' finding that it is in the public interest and appropriate for the protection of investors and the maintenance of fair and orderly markets to assure the availability to brokers, dealers, and investors of information with respect to quotations for and transactions in securities. Quotations for and last-sale information regarding the Shares are disseminated through the facilities of the CTA and the Consolidated Quotation System. In addition, from 9:30 a.m. to 4:15 p.m. Eastern Time, Amex will disseminate via the facilities of the CTA the IIV at least every 15 seconds, the market value of a Share for each Fund, the most recent NAV for each Fund, the number of Shares outstanding for each Fund, and the estimated cash amount and total cash amount per Creation Unit. Amex will also make available on its Web site daily trading volume, the closing prices, the NAV, and the final dividend amounts to be paid for each Fund. Furthermore, the value of each Underlying Index will be updated intra-day as its individual component securities change in price and disseminated at least every 60 seconds from 9:30 a.m. to 4:15 p.m. Eastern Time by Amex or another organization authorized by the relevant Underlying Index provider. The Trust's Web site will contain a variety of other quantitative information for the Shares of each Fund. Finally, each Fund's total portfolio composition will be disclosed on the Web site of the Trust or another relevant Web site as determined by the Trust and/or Amex. 24 15 U.S.C. 78k-1(a)(1)(C)(iii). Furthermore, the Commission believes that the proposal is reasonably designed to preclude trading of the Shares when transparency is impaired. Trading in the Shares will be subject to NYSE Arca Equities Rule 7.34, which provides that, if the listing market halts trading when the IIV is not being calculated or disseminated, the Exchange also would halt trading. The Exchange also may halt trading in the Shares of a Fund when trading is not occurring in the securities comprising an Underlying Index and/or the Financial Instruments of a Fund. The Commission notes that, if the Shares should be delisted by the listing exchange, the Exchange would no longer have authority to trade the Shares pursuant to this order. In support of this proposal, the Exchange has made the following representations: 1. The Exchange's surveillance procedures are adequate to properly monitor Exchange trading of the Shares in all trading sessions and to deter and detect violations of Exchange rules. 2. Prior to the commencement of trading, the Exchange would inform its ETP Holders in an Information Bulletin of the special characteristics and risks associated with trading the Shares. In particular, the Information Bulletin will disclose that the procedures for purchases and redemptions of Shares in Creation Units are described in each Fund's prospectus, and that Shares are not individually redeemable, but are redeemable only in Creation Unit aggregations or multiples thereof. The Information Bulletin would also discuss the risks involved in trading the Shares during the Opening and Late Trading Sessions when an updated IIV will not be calculated or publicly disseminated. 3. Prior to the commencement of trading, the Exchange would inform its ETP Holders in an Information Bulletin of the requirement that ETP Holders deliver a prospectus to investors purchasing newly issued Shares prior to or concurrently with the confirmation of a transaction. This approval order is conditioned on the Exchange's adherence to these representations. The Commission finds good cause for approving this proposal before the thirtieth day after the publication of notice thereof in the **Federal Register** . As noted previously, the Commission previously found that the listing and trading of the Shares on Amex is consistent with the Act. The Commission presently is not aware of any regulatory issue that should cause it to revisit that finding or would preclude the trading of the Shares on the Exchange pursuant to UTP. Therefore, accelerating approval of this proposal should benefit investors by creating, without undue delay, additional competition in the market for the Shares. V. Conclusion *It is therefore ordered* , pursuant to Section 19(b)(2) of the Act, 25 that the proposed rule change (SR-NYSEArca-2007-79), as amended, be and it hereby is, approved on an accelerated basis. 25 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 26 26 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E7-19909 Filed 10-9-07; 8:45 am] BILLING CODE 8011-01-P SOCIAL SECURITY ADMINISTRATION Agency Information Collection Activities: Comment Request The Social Security Administration

(SSA)publishes a list of information collection packages that require clearance by the Office of Management and Budget

(OMB)in compliance with Pub. L. 104-13, the Paperwork Reduction Act of 1995, effective October 1, 1995. The information collection packages included in this notice are for new information collections. SSA is soliciting comments on the accuracy of the agency's burden estimate; the need for the information; its practical utility; ways to enhance its quality, utility, and clarity; and on ways to minimize burden on respondents, including the use of automated collection techniques or other forms of information technology. Written comments and recommendations regarding the information collection(s) should be submitted to the OMB Desk Officer and the SSA Reports Clearance Officer. The information can be mailed, faxed or emailed to the individuals at the addresses and fax numbers listed below: (OMB), Office of Management and Budget, Attn: Desk Officer for SSA, Fax: 202-395-6974, E-mail address: *OIRA_Submission@omb.eop.gov.* (SSA), Social Security Administration, DCBFM, Attn: Reports Clearance Officer, 1333 Annex Building, 6401 Security Blvd., Baltimore, MD 21235, Fax: 410-965-6400, E-mail address: *OPLM.RCO@ssa.gov.* The information collections listed below have been submitted to OMB for clearance. Your comments on the information collections would be most useful if received by OMB and SSA within 30 days from the date of this publication. You can obtain a copy of the OMB clearance packages by e-mailing *OPLM.RCO@ssa.gov.* 1. Authorization for SSA to Disclose Tax Information for Your Appeal of Your Medicare Part B Income-Related Monthly Adjustment Premium Amount—20 CFR 418.1350-NEW. Medicare Part B beneficiaries who wish to appeal SSA's reconsideration of their Income-Related Monthly Adjustment Amount (IRMAA) must ensure that the relevant Internal Revenue Service

(IRS)income tax data is made available to the Health and Human Services Administrative Law Judge

(ALJ)who will consider their appeal. Currently, SSA is using IRS Form-8821 to obtain beneficiary authorization to disclose the IRS beneficiary tax data to the ALJ. With IRS's concurrence, SSA has developed its own form for this purpose, the SSA-54. The respondents are Medicare Part B recipients who want to appeal SSA's reconsideration of their IRMAA amount. *Type of Request:* Revision to an existing OMB-approved information collection. *Type of Request:* New information collection. *Number of Respondents:* 6,000. *Frequency of Response:* 1. *Average Burden Per Response:* 15 minutes. *Estimated Annual Burden:* 1,500 hours. 2. Race & Ethnicity Qualitative Research—0960-NEW. Collection Background. Currently, SSA has no reliable, statistically valid means of capturing race/ethnicity data in our core business process. While some Race/Ethnicity data is collected by Form SS-5, the Application for Social Security Card, it is not provided to SSA through other means of enumerating individuals; e.g., the Enumeration at Birth and Enumeration at Entry processes. Additionally, it is not collected during the disability application process. We believe that adding race/ethnicity as questions to SSA's applications for benefits will enable SSA to improve its administrative data. Consequently, we intend to collect this information in other SSA application processes. OMB mandated that Federal agencies collecting race and ethnicity information must use consistent standards established by OMB. We will follow the OMB standards when collecting our Race/Ethnicity data. Race & Ethnicity Qualitative Research Before SSA collects Race/Ethnicity data, we plan to conduct several voluntary focus groups with members of the public to assess their opinions, reactions and recommendations on a proposed form that will be used to collect the information. The questions and race and ethnicity categories will follow the standards developed by OMB. The information from this research will be used to develop a comprehensive collection form. The respondents are members of the public who volunteer to participate in the Race/Ethnicity questions focus groups. Note: Please note that this **Federal Register** Notice is only for the Race and Ethnicity Quality Research focus groups. We will post a separate **Federal Register** Notice in the future for the actual Race and Ethnicity information collection. *Type of Request:* New information collection. *Number of Respondents:* 96 (8 focus groups, 12 participants). *Frequency of Response:* 1. *Average Burden per Response:* 90 minutes. *Estimated Annual Burden:* 144 hours. Dated: October 3, 2007. Elizabeth A. Davidson, Reports Clearance Officer, Social Security Administration. [FR Doc. E7-19876 Filed 10-9-07; 8:45 am] BILLING CODE 4191-02-P DEPARTMENT OF STATE [Public Notice 5954] Determination and Certification Under Section 599E of the Foreign Operations, Export Financing, and Related Programs Appropriations Act, 2006 (Pub. L. 109-102), as Carried Forward by the Revised Continuing Appropriations Resolution, 2007 (Pub. L. 110-5) Pursuant to the authority vested in me as Secretary of State, including under section 559E of the Foreign Operations, Export Financing, and Related Programs Appropriations Act, 2006 (Pub. L. 109-102), as carried forward by the Revised Continuing Appropriations Resolution, 2007 (Pub. L. 110-5), I hereby determine and certify that:

(1)Assistance for the fiscal year will be provided only for individuals who have

(A)verifiably renounced and terminated any affiliation or involvement with FTOs or other illegal armed groups; and

(B)are meeting all the requirements of the Colombian Demobilization Program, including having disclosed their involvement in past crimes and their knowledge of the FTO's structure, financing sources, illegal assets, and the location of kidnapping victims and bodies of the disappeared;

(2)the Government of Colombia is providing full cooperation to the Government of the United States to extradite the leaders and members of the FTOs who have been indicted in the United States for murder, kidnapping, narcotics trafficking, and other violations of United States law;

(3)the Government of Colombia is implementing a concrete and workable framework for dismantling the organizational structures of foreign terrorist organizations; and

(4)funds shall not be made available as cash payments to individuals and are available only for activities under the following categories: Verification, reintegration (including training and education), vetting, recovery of assets for reparations for victims, and investigations and prosecutions. This Determination shall be published in the **Federal Register** and copies shall be transmitted to the appropriate committees of Congress. Dated: September 28, 2007. Condoleezza Rice, Secretary of State, Department of State. [FR Doc. E7-19955 Filed 10-9-07; 8:45 am] BILLING CODE 4710-29-P DEPARTMENT OF TRANSPORTATION Office of the Secretary Notice of Request for Renewal of a Previously Approved Collection AGENCY: Office of the Secretary, Department of Transportation. ACTION: Notice. SUMMARY: In accordance with the Paperwork Reduction Act of 1995, this notice announces the U.S. Department of Transportation's

(DOT)intention to request an extension of the information collection request

(ICR)OMB No. 2105-0552, Reports by Carriers on Incidents Involving Animals During Air Transport. The current information collection request approved by OMB expires on March 31, 2008. DATES: Comments on this notice must be received by December 10, 2007. ADDRESSES: You may submit comments by any of the following methods: • *Web site: http://www.regulations.gov.* • *Fax:* 1-202-493-2251. • *Mail:* Docket Management Facility, U.S. Department of Transportation, 1200 New Jersey Ave., SE., Washington, DC 20590-0001. • *Hand Delivery:* West Building, Ground Floor, Rm. W-12-140, 1200 New Jersey Ave., SE., Washington, DC 20590-0001 (between 9 a.m. and 5 p.m. EST, Monday through Friday, except on Federal holidays). *Instructions:* All submissions must include the agency name and docket number for this notice. Note that all comments received will be posted without change to *http://www.regulations.gov,* including any personal information provided. • *Docket:* For access to the docket to read background documents or comments received, go to *http://www.regulations.gov* at any time or West Building, Ground Floor, Rm. W-12-140, 1200 New Jersey Ave., SE., Washington, DC 20590-0001, between 9 a.m. and 5 p.m. EST, Monday through Friday, except Federal holidays. FOR FURTHER INFORMATION CONTACT: Thomas Goodman or Blane Workie, Office of the General Counsel, U.S. Department of Transportation, W-96-422, 1200 New Jersey Ave., SE., Washington, DC 20590-0001,

(202)366-0205. Refer to OMB Control Number 2105-0552. SUPPLEMENTARY INFORMATION: *Title:* Reports by Carriers on Incidents Involving Animals During Air Transport. *OMB Control Number:* 2105-0552. *Type of Request:* Extension without change of a previously approved collection. *Abstract:* The requested extension of the approved control number covers the information collection request

(ICR)OMB No. 2105-0552, “Reports by Carriers on Incidents Involving Animals During Air Transport,” which the Department of Transportation codified at 14 CFR 234.13. Section 234.13, which implements Section 710 of the Wendell H. Ford Aviation Investment and Reform Act for the 21st Century (AIR-21) [i.e., Public Law 106-810], requires U.S. air carriers that provide scheduled service to submit a monthly report on any incidents involving the loss, injury or death of an animal during air transport to the Department's Aviation Consumer Protection Division (ACPD). “Animal” is defined in the rule as any warm- or cold-blooded animal which, at the time of transportation, is being kept as a pet in a family household in the United States. The information gathered from the airline reports is published in DOT's Air Travel Consumer Report to provide the public with a valuable tool to use in choosing which air carrier to travel with when traveling with a pet. *Respondents:* Air carriers that transport pets. *Estimated Number of Respondents:* 30. *Estimated Total Burden on Respondents:* 360 hours (Respondents

(30)× Frequency (12 per year)). *Comments are invited on:*

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

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

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

(d)ways to minimize the burden of the collection of information on respondents, including the use of automated collection techniques or other forms of information technology. All responses to this notice will be summarized and included in the request for OMB approval. All comments will also become a matter of public record. Issued in Washington, DC, on October 2, 2007. Samuel Podberesky, Assistant General Counsel for Aviation Enforcement & Proceedings, U.S. Department of Transportation. [FR Doc. E7-19916 Filed 10-9-07; 8:45 am] BILLING CODE 4910-62-P DEPARTMENT OF TRANSPORTATION Office of the Secretary Aviation Proceedings, Agreements Filed the Week Ending September 28, 2007 The following Agreements were filed with the Department of Transportation under Sections 412 and 414 of the Federal Aviation Act, as amended (49 U.S.C. 1383 and 1384) and procedures governing proceedings to enforce these provisions. Answers may be filed within 21 days after the filing of the application. *Docket Number:* OST-2007-29363. *Date Filed:* September 27, 2007. *Parties:* Members of the International Air Transport Association. *Subject:* TC3 Within South Asia Subcontinent (PTC3 1115), Special Passenger Amending Resolution, between Sri Lanka and India. *Intended Effective Date:* 15 October 2007. Renee V. Wright, Program Manager, Docket Operations, Federal Register Liaison. [FR Doc. E7-19956 Filed 10-9-07; 8:45 am] BILLING CODE 4910-9X-P DEPARTMENT OF TRANSPORTATION Office of the Secretary Notice of Applications for Certificates of Public Convenience and Necessity and Foreign Air Carrier Permits Filed Under Subpart B (Formerly Subpart Q) During the Week Ending September 28, 2007 The following Applications for Certificates of Public Convenience and Necessity and Foreign Air Carrier Permits were filed under Subpart B (formerly Subpart Q) of the Department of Transportation's Procedural Regulations (See 14 CFR 301.201 *et seq.* ). The due date for Answers, Conforming Applications, or Motions to Modify Scope are set forth below for each application. Following the Answer period DOT may process the application by expedited procedures. Such procedures may consist of the adoption of a show-cause order, a tentative order, or in appropriate cases a final order without further proceedings. *Docket Number:* OST-2007-29368. *Date Filed:* September 27, 2007. *Due Date for Answers, Conforming Applications, or Motion to Modify Scope:* October 18, 2007. *Description:* Application of Pan American World Airways Dominicana, C. por A., d/b/a PAWA Dominicana (“PAWA Dominicana”) requesting issuance of a foreign air carrier permit authorizing PAWA Dominicana, to provide scheduled and charter foreign air transportation carrying persons, property and mail between Santo Domingo and other points in the Dominican Republic, on the one hand, and San Juan, Puerto Rico, and other points in Puerto Rico, on the other hand. Renee V. Wright, Program Manager, Docket Operations, Federal Register Liaison. [FR Doc. E7-19954 Filed 10-9-07; 8:45 am] BILLING CODE 4910-9X-P DEPARTMENT OF TRANSPORTATION Surface Transportation Board [STB Docket No. AB-88 (Sub-No. 12X)] Bessemer and Lake Erie Railroad Company—Abandonment Exemption—in Butler County, PA On September 19, 2007, Bessemer and Lake Erie Railroad Company (B&LE) filed with the Board a petition under 49 U.S.C. 10502 for exemption from the provisions of 49 U.S.C. 10903 1 to abandon a 3.67-mile line of railroad, between milepost 0.00 and milepost 3.67, in Branchton, Butler County, PA. The line traverses United States Postal Service Zip Codes 16020 and 16021, and includes the stations of Branchton Yard (milepost 0.00), Bovard (milepost 0.98), Nelsons (milepost 2.78) and Osbornes (milepost 3.62). 1 Originally, B&LE also sought exemption from the Offer of Financial Assistance provisions of section 10904 and the Public Use provisions of section 10905. However, by facsimile filed on October 3, 2007, B&LE modified its filing to seek exemption from only section 10903. The line does not contain federally granted rights-of-way. Any documentation in B&LE's possession will be made available promptly to those requesting it. The interest of railroad employees will be protected by the conditions set forth in *Oregon Short Line R. Co.—Abandonment—Goshen,* 360 I.C.C. 91 (1979). By issuing this notice, the Board is instituting an exemption proceeding pursuant to 49 U.S.C. 10502(b). A final decision will be issued by January 7, 2008. Any OFA under 49 CFR 1152.27(b)(2) will be due no later than 10 days after service of a decision granting the petition for exemption. Each OFA must be accompanied by a $1,300 filing fee. *See* 49 CFR 1002.2(f)(25). All interested persons should be aware that, following abandonment of rail service and salvage of the line, the line may be suitable for other public use, including interim trail use. Any request for a public use condition under 49 CFR 1152.28 or for trail use/rail banking under 49 CFR 1152.29 will be due no later than October 29, 2007. Each trail use request must be accompanied by a $200 filing fee. *See* 49 CFR 1002.2(f)(27). All filings in response to this notice must refer to STB Docket No. AB-88 (Sub-No. 12X), and must be sent to:

(1)Surface Transportation Board, 395 E Street, SW., Washington, DC 20423-0001; and

(2)Thomas J. Healey, 17641 S. Ashland Ave., Homewood, IL 60430-1345. Replies to the petition are due on or before October 29, 2007. Persons seeking further information concerning abandonment procedures may contact the Board's Office of Public Services at

(202)245-0230 or refer to the full abandonment or discontinuance regulations at 49 CFR part 1152. Questions concerning environmental issues may be directed to the Board's Section of Environmental Analysis

(SEA)at

(202)245-0305. [Assistance for the hearing impaired is available through the Federal Information Relay Service

(FIRS)at 1-800-877-8339.] An environmental assessment

(EA)(or environmental impact statement (EIS), if necessary) prepared by SEA will be served upon all parties of record and upon any agencies or other persons who commented during its preparation. Other interested persons may contact SEA to obtain a copy of the EA (or EIS). EAs in these abandonment proceedings normally will be made available within 60 days of the filing of the petition. The deadline for submission of comments on the EA will generally be within 30 days of its service. Board decisions and notices are available on our Web site at *http://www.stb.dot.gov* . By the Board, David M. Konschnik, Director, Office of Proceedings. Decided: October 3, 2007. Vernon A. Williams, Secretary. [FR Doc. E7-19868 Filed 10-9-07; 8:45 am] BILLING CODE 4915-01-P 72 195 Wednesday, October 10, 2007 Presidential Documents Title 3— The President Proclamation 8188 of October 4, 2007 Fire Prevention Week, 2007 By the President of the United States of America A Proclamation During Fire Prevention Week, we reaffirm our commitment to raising awareness about fire safety and prevention, and we salute our country's firefighters who perform heroic acts to keep their fellow citizens safe. Fires injure or kill thousands of people each year. Americans can help reduce the devastating effects of fires with careful planning and by installing smoke alarms and fire extinguishers in their homes and workplaces. This year's theme, “Practice Your Escape Plan,” highlights the importance of creating a fire escape plan and knowing the routes to quickly exit a burning building. By taking these special precautions, lives can be saved. America's firefighters demonstrate the true meaning of heroism by taking great risks to safeguard our communities. During Fire Prevention Week, we honor our selfless firefighters and underscore the importance of fire safety. We also pay special tribute to those who have fallen in the line of duty. Our country is grateful for their service and sacrifice, and we pray for God's comfort and strength for their loved ones. NOW, THEREFORE, I, GEORGE W. BUSH, President of the United States of America, by virtue of the authority vested in me by the Constitution and laws of the United States, do hereby proclaim October 7 through October 13, 2007, as Fire Prevention Week. On Sunday, October 7, 2007, in accordance with Public Law 107-51, the flag of the United States will be flown at half staff on all Federal office buildings in honor of the National Fallen Firefighters Memorial Service. I call on all Americans to participate in this observance through appropriate programs and activities and by renewing their efforts to prevent fires and their tragic consequences. IN WITNESS WHEREOF, I have hereunto set my hand this fourth day of October, in the year of our Lord two thousand seven, and of the Independence of the United States of America the two hundred and thirty-second. GWBOLD.EPS [FR Doc. 07-5020 Filed 10-9-07; 8:45 am]

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