Rules and Regulations. SECURITIES AND EXCHANGE COMMISSION

17,532 words·~80 min read·/register/2007/11/27/07-5855

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BILLING CODE 7590-01-P SECURITIES AND EXCHANGE COMMISSION Submission for OMB Review; Comment Request Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of Investor Education and Advocacy, Washington, DC 20549 *Extension:* Rule 17a-4(b)(11); SEC File No. 270-449; OMB Control No. 3235-0506 Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. Sec. 3501 et seq.), the Securities and Exchange Commission (“Commission”) has submitted to the Office of Management and Budget (“OMB”) a request for extension of the previously approved collection of information discussed below.

Rule 17a-4(b)(11) (17 CFR 240.17a-4(b)(11)) under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) describes the record preservation requirements for those records required to be kept pursuant to Rule 17a-3(a)(16), including how such records should be kept and for how long, to be used in monitoring compliance with the Commission's financial responsibility program and antifraud and antimanipulative rules as well as other rules and regulations of the Commission and the self-regulatory organizations.

It is estimated that approximately 105 active broker-dealer respondents registered with the Commission incur an average burden of 315 hours per year (105 respondents multiplied by 3 burden hours per respondent equals 315 total burden hours) to comply with this rule. Under Rule 17a-4(a)(11) broker-dealers are required to retain records for a period of not less than three years. Compliance with the rule is mandatory. The required records are available only to the examination staff of the Commission and the self-regulatory organization of which the broker-dealer is a member.

An agency may not conduct or sponsor and a person is not required to respond to a collection of information unless it displays a currently valid control number. Comments should be directed to

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

(ii)R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, c/o Shirley Martinson, 6432 General Green Way, Alexandria, VA 22312 or send an e-mail to: *PRA_Mailbox@sec.gov.* Comments must be submitted within 30 days of this notice. Dated: November 19, 2007. Florence E. Harmon, Deputy Secretary. [FR Doc. E7-22978 Filed 11-26-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION Submission for OMB Review; Comment Request Upon Written Request, Copy Available From: Securities and Exchange Commission, Office of Investor Education and Advocacy, Washington, DC 20549-0213. *Extension:* Form N-14; SEC File No. 270-297; OMB Control No. 3235-0336 Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 *et seq.* ), the Securities and Exchange Commission (“Commission”) has submitted to the Office of Management and Budget requests for extension of the previously approved collection of information discussed below. Form N-14 (17 CFR 239.23) is used by investment companies registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 *et seq.* ) (“Investment Company Act”) and business development companies as defined by Section 2(a)(48) of the Investment Company Act to register securities under the Securities Act of 1933 (15 U.S.C. 77a *et seq.* ) to be issued in business combination transactions specified in rule 145(a) (17 CFR 230.145(a)) and exchange offers. The securities are registered under the Securities Act to ensure that investors receive the material information necessary to evaluate securities issued in business combination transactions. The Commission staff reviews registration statements on Form N-14 for the adequacy and accuracy of the disclosure contained therein. Without Form N-14, the Commission would be unable to verify compliance with securities law requirements. The respondents to the collection of information are investment companies or business development companies issuing securities in business combination transactions. The estimated number of responses is 375 and the collection occurs only when a merger or other business combination is planned. The estimated total annual reporting burden of the collection of information is approximately 620 hours per response for a new registration statement, and approximately 350 hours per response for an amended Form N-14, for a total of 196,050 annual burden hours. Providing the information on Form N-14 is mandatory. Responses will not be kept confidential. Estimates of the burden hours are made solely for the purposes of the Paperwork Reduction Act, and are not derived from a comprehensive or even a representative survey or study of the costs of SEC rules and forms. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. Please direct general comments regarding the above information to the following persons:

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

(ii)R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, C/O Shirley Martinson, 6432 General Green Way, Alexandria, VA 22312; or send an e-mail to: *PRA_Mailbox@sec.gov.* Comments must be submitted to OMB within 30 days of this notice. Dated: November 19, 2007. Florence E. Harmon, Deputy Secretary. [FR Doc. E7-22980 Filed 11-26-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION Submission for OMB Review; Comment Request Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of Investor Education and Advocacy, Washington, DC 20549 *Extension:* Rule 17a-3; SEC File No. 270-026; OMB Control No. 3235-0033 Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 *et seq.* ), the Securities and Exchange Commission (“Commission”) has submitted to the Office of Management and Budget (“OMB”) a request for extension of the previously approved collection of information discussed below. The Code of Federal Regulations citation to this collection of information is: 17 CFR 240.17a-3. Rule 17a-3 under the Securities Exchange Act of 1934 (15 U.S.C. 78a *et seq.* ) establishes minimum standards with respect to business records that broker-dealers registered with the Commission must make and keep current. These records are maintained by the broker-dealer (in accordance with a separate rule), so they can be used by the broker-dealer and reviewed by Commission examiners, as well as other regulatory authority examiners, during inspections of the broker-dealer. The collection of information included in Rule 17a-3 is necessary to provide Commission, self-regulatory organization, and State examiners to conduct effective and efficient examinations to determine whether broker-dealers are complying with relevant laws, rules, and regulations. If broker-dealers were not required to create these baseline, standardized records, Commission, self-regulatory organization, and State examiners could be unable to determine whether broker-dealers are in compliance with the Commission's antifraud and anti-manipulation rules, financial responsibility program, and other Commission, self-regulatory organization, and State laws, rules, and regulations. As of July 30, 2007 there were 5,850 broker-dealers registered with the Commission. The Commission estimates that these broker-dealer respondents incur a total burden of 2,984,760 hours per year to comply with Rule 17a-3. Approximately 1,524,210 of those hours are attributable to Rule 17a-3(a)(17), and about 1,460,550 hours are attributable to the rest of Rule 17a-3. Rule 17a-3(a)(17) contains requirements to provide customers with account information (approximately 975,809 hours) and requirements to update customer account information (approximately 548,401 hours). In addition, Rule 17a-3 contains ongoing operation and maintenance costs for broker-dealers including the cost of postage to provide customers with account information, and costs for equipment and systems development. The Commission estimates that under Rule 17a-3(a)(17), approximately 36,365,553 customers will need to be provided with information regarding their account on a yearly basis. The Commission estimates that the postage costs associated with providing those customers with copies of their account record information would be approximately $8,176,435 per year (28,390,400 × $0.288). 1 Based on comments provided in response to the 2001 Amendments (as adjusted to account for inflation), the staff believes that the ongoing equipment and systems development costs relating to Rule 17a-3 for the industry would be about $23,362,847 per year. Consequently, the total cost burden associated with Rule 17a-3 would be approximately $31,539,282 per year. 1 Estimates of postage costs are derived from past conversations with industry representatives and have been adjusted to account for inflation. Rule 17a-3 does not contain record retention requirements. Compliance with the rule is mandatory. The required records are available only to the staffs of the Commission, self-regulatory organizations of which the broker-dealer is a member, and the States during examinations, inspections and investigations. An agency may not conduct or sponsor and a person is not required to respond to a collection of information unless it displays a currently valid control number. Comments should be directed to

(ii)R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, c/o Shirley Martinson, 6432 General Green Way, Alexandria, VA 22312 or send an e-mail to: *PRA_Mailbox@sec.gov.* Comments must be submitted within 30 days of this notice. Dated: November 19, 2007. Florence E. Harmon, Deputy Secretary. [FR Doc. E7-22981 Filed 11-26-07; 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:* Rule 203-3, Form ADV-H; SEC File No. 270-481; OMB Control No. 3235-0538 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 203-3 and Form ADV-H under the Investment Advisers Act of 1940.” Rule 203-3 (17 CFR 275.203-3) under the Investment Advisers Act of 1940 (15 U.S.C. 80b) establishes procedures for an investment adviser to obtain a hardship exemption from the electronic filing requirements of the Investment Advisers Act. Rule 203-3 requires every person requesting a hardship exemption to file Form ADV-H (17 CFR 279.3) with the Commission. The purpose of this collection of information is to permit advisers to obtain a hardship exemption, on a continuing or temporary basis, to not complete an electronic filing. The temporary hardship exemption permits advisers to make late filings due to unforeseen computer or software problems, while the continuing hardship exemption permits advisers to submit all required electronic filings on hard copy for data entry by the operator of the IARD. The respondents to the collection of information are all investment advisers that are registered with the Commission. The Commission has estimated that compliance with the requirement to complete Form ADV-H imposes a total burden of approximately 1 hour for an adviser. Based on our experience with hardship filings, we estimate that we will receive 11 Form ADV-H filings annually. Based on the 60 minute per respondent estimate, the Commission estimates a total annual burden of 11 hours for this collection of information. 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

(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: November 19, 2007. Florence E. Harmon, Deputy Secretary. [FR Doc. E7-23004 Filed 11-26-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56809; File No. SR-Amex-2007-116] Self-Regulatory Organizations; American Stock Exchange LLC; Notice of Filing of Proposed Rule Change, as Modified by Amendment Nos. 1 and 2 Thereto, To Harmonize the Annual Listing Fees for All Exchange Traded Funds November 16, 2007. Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on October 29, 2007, the American Stock Exchange LLC (“Amex” 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 Amex. On November 9, 2007, the Exchange filed Amendment No. 1 to the proposed rule change. 3 On November 16, 2007, the Exchange filed Amendment No. 2 to the proposal. 4 The Commission is publishing this notice to solicit comments on the proposed rule change, as modified by Amendment Nos. 1 and 2, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 Amendment No. 1 made clarifying changes to the purpose section of the original filing and revised the proposed annual listing fee schedule. 4 Amendment No. 2 made an additional clarifying change to the proposed annual listing fee schedule. Specifically, all references to a “maximum” or “minimum” identified as a parenthetical in the “Stock Issues” and “Issues Listed Under Section 106 and Section 107; Rule 1000A (Index Fund Shares); Rule 1200 (Trust Issued Receipts); Rule 1200A (Commodity Based Trust Shares); Rule 1200B (Currency Trust Shares); Rule 1400 (Paired Trust Shares); Rule 1500 (Partnership Units); and Closed-End Funds” Annual Fee Tables in the Company Guide are to be removed. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to revise the annual listing fees for index fund shares, trust-issued receipts, commodity-based trust shares, currency trust shares, paired trust shares, partnership units, and closed-end funds (collectively, “Exchange Traded Funds” or “ETFs”) set forth in section 141 of the Amex *Company Guide.* The text of the proposed rule change is available at *http://www.amex.com,* the Exchange's principal, and the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose Amex proposes to amend section 141 of the *Company Guide* to adopt a single annual fee schedule for all ETFs. The proposed annual listing fee schedule is largely based on the existing annual listing fee schedule for index and currency warrants, equity- and index-linked securities, trust-issued receipts, commodity-based trust shares, currency trust shares, paired trust shares, partnership units, and closed-end funds. The current annual listing fees are shown in the table below. Issues Listed Under Section 106 and Section 107; Rules 1200 (Trust Issued Receipts) and 1200A (Commodity-Based Trust Shares); Rule 1200B (Currency Trust Shares); Rule 1400 (Paired Trust Shares); Rule 1500 (Partnership Units); and Closed-End Funds Shares or units outstanding Fee 5,000,000 shares (units) or less $15,000 (minimum). 5,000,001 to 10,000,000 shares (units) 17,500. 10,000,001 to 25,000,000 shares (units) 20,000. 25,000,001 to 50,000,000 shares (units) 22,500. In excess of 50,000,000 shares (units) 30,000 (maximum). Issues Listed Under Rule 1000A (Index Fund Shares) Shares outstanding Fee 1,000,000 shares or less $6,500 (minimum). 1,000,001 to 2,000,000 shares 7,000. 2,000,001 to 3,000,000 shares 7,500. 3,000,001 to 4,000,000 shares 8,000. 4,000,001 to 5,000,000 shares 8,500. 5,000,001 to 6,000,000 shares 9,000. 6,000,001 to 7,000,000 shares 9,500. 7,000,001 to 8,000,000 shares 10,000. 8,000,001 to 9,000,000 shares 10,500. 9,000,001 to 10,000,000 shares 11,000. 10,000,001 to 11,000,000 shares 11,500. 11,000,001 to 12,000,000 shares 12,000. 12,000,001 to 13,000,000 shares 12,500. 13,000,001 to 14,000,000 shares 13,000. 14,000,001 to 15,000,000 shares 13,500. 15,000,001 to 16,000,000 shares 14,000. In excess of 16,000,000 shares 14,500 (maximum). The annual listing fees for index fund shares are based on a sliding schedule based on the number of outstanding shares, with a minimum fee of $6,500 and a maximum of $14,500. In comparison, the other ETFs have an annual listing fee schedule based on the number of outstanding shares or units with a minimum fee of $15,000 and a maximum fee of $30,000. This proposal would conform the annual listing fees for index fund shares with those of other ETFs and add an additional demarcation for outstanding shares or units of over 100 million, so that the maximum annual listing fee would increase to $50,000. Set forth below is the proposed annual listing fee schedule for all ETFs. Securities Listed Under Section 106 and Section 107 of the Company Guide; Rule 1000A-AEMI (Index Fund Shares); 1200-AEMI (Trust Issued Receipts); Rule 1200A-AEMI (Commodity-Based Trust Shares); Rule 1200B-AEMI (Currency Trust Shares); Rule 1400 (Paired Trust Shares); Rule 1500-AEMI (Partnership Units); and Closed-End Funds Shares or units outstanding Fee 5,000,000 shares (units) or less $15,000 5,000,001 to 10,000,000 shares (units) 17,500 10,000,001 to 25,000,000 shares (units) 20,000 25,000,001 to 50,000,000 shares (units) 22,500 50,000,001 to 100,000,000 shares (units) 30,000 100,000,001 shares (units) or greater 50,000 Each series of the securities listed as index fund shares, trust-issued receipts, commodity-based trust shares, currency trust shares, paired trust shares, partnership units, or closed-end funds would be separately aggregated. The annual listing fee would then be applied to all of the outstanding securities of a particular issuer for each appropriate product class. Securities listed under Sections 106 and 107 of the Company Guide would be charged listing fees based on the shares outstanding of each individual issue. The Exchange believes that the proposed revision to the annual listing fee schedule for ETFs would benefit the marketplace by providing uniformity to its annual fee structure for similarly situated products. In addition, the Exchange believes that slightly increasing the annual listing fees for index fund shares should provide additional incremental revenue to fund Exchange operations. The Exchange submits that the proposal to revise the annual listing fees for ETFs in section 141 of the Company Guide is consistent with section 6(b)(4) of the Act. 5 The Exchange believes that the proposal provides an equitable allocation of annual listing fees among issuers of ETFs. The Exchange further submits that the proposal to simplify and slightly increase annual listing fees for similarly situated derivative products is appropriate for the purpose of uniformity and to generate revenue to fund Exchange operations. 5 15 U.S.C. 78f(b)(4). 2. Statutory Basis The proposed rule change is consistent with section 6(b) of the Act 6 in general, and furthers the objectives of sections 6(b)(4) of the Act 7 in particular, in that the proposed rule change provides for the equitable allocation of reasonable dues, fees, and other charges among members and issuers and other persons using the Exchange's facilities. 6 15 U.S.C. 78f(b). 7 15 U.S.C. 78f(b)(4). B. Self-Regulatory Organization's Statement on Burden on Competition The proposed rule change does not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited nor received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the date of publication of this notice in the **Federal Register** or within such longer period

(i)as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or

(ii)as to which the Exchange consents, the Commission will:

(A)By order approve such proposed rule change, or

(B)Institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov* . Please include File Number SR-Amex-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-Amex-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 filings 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-Amex-2007-116 and should be submitted on or before December 17, 2007. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 8 8 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-22974 Filed 11-26-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56818; File No. SR-CBOE-2007-65] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Notice of Filing of a Proposed Rule Change as Modified by Amendment No. 1 Thereto Regarding Nullification and Modification of Transactions Executed on CBOE Stock Exchange November 19, 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 June 12, 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. On November 8, 2007, the CBOE submitted 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 supersedes and replaces the original filing in its entirety. The substance of Amendment No. 1 is incorporated into this notice. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes various revisions to CBOE Stock Exchange (“CBSX”) Rule 52.4, which governs the nullification and modification of transactions executed on CBSX. The text of the proposed rule change is available at the Exchange, the Commission's Public Reference Room, and *http://www.cboe.com* . II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange states that the purpose of this proposed rule change is to revise CBSX Rule 52.4, which governs the nullification and modification of transactions executed on CBSX. Specifically, the Exchange proposes to:

(1)Require a request for review of a transaction to be made by only one of the following methods: Telephone; facsimile; or e-mail (in order to simplify the process for those making requests);

(2)require such a request to be made within thirty minutes of the trade in question, or within forty-five minutes of the trade if that trade occurred within the first thirty minutes of trading in the product involved in the trade (in order to give more time for requests which, based on the Exchange's experience so far, is necessary);

(3)give the individual(s) who reviews transactions under the Rule the label of “designated official,” so that they need not be officers of the Exchange; and

(4)eliminate the requirement that the notification to the parties to the trade of the official's determination be given in writing and by the official. The aforementioned changes labeled

(1)and

(4)are based on, and conform CBSX Rule 52.4 to NYSE Arca Equities Rules 7.10(b) and 7.10(c)(1), respectively. 2. Statutory Basis The Exchange believes the proposed rule change is consistent with section 6(b) of the Act, 4 in general, and furthers the objectives of section 6(b)(5) of the Act, 5 in particular, in that it is designed to promote just and equitable principles of trade, serve to remove impediments to and perfect the mechanism of a free and open market and a national market system, and to protect investors and the public interest. 4 15 U.S.C. 78f(b). 5 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received from Members, Participants or Others No written comments were solicited or received by the Exchange with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the date of publication of this notice in the **Federal Register** or within such longer period

(i)as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding, or

(ii)as to which the Exchange consents, the Commission will: A. By order approve the proposed rule change or B. Institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov* . Please include File Number SR-CBOE-2007-65 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-CBOE-2007-65. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room, 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-CBOE-2007-65 and should be submitted on or before December 18, 2007. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 6 Florence E. Harmon, Deputy Secretary. 6 17 CFR 200.30-3(a)(12). [FR Doc. E7-22985 Filed 11-26-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56817; File No. SR-CBOE-2007-124] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Notice of Filing and Order Granting Accelerated Approval of Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To Trade Shares of 93 Funds of the ProShares Trust Pursuant to Unlisted Trading Privileges November 19, 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 30, 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 and II below, which Items have been substantially prepared by the Exchange. On November 15, 2008, the Exchange filed Amendment No. 1 to the proposed rule change. This order provides notice of, and approves, the proposed rule change, as modified by Amendment No. 1 thereto, 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 CBOE is proposing to trade on its stock trading facility, the CBOE Stock Exchange (“CBSX”), shares (“Shares”) of the 93 funds identified below (collectively, the “Funds”) of the ProShares Trust (“Trust”) pursuant to unlisted trading privileges (“UTP”). The text of the proposed rule change is available from the Exchange's Web site ( *http://www.cboe.org/Legal* ), at the principal office of the Exchange, and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of, and basis for, the proposed rule change 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, pursuant to UTP, the Shares of 93 Funds, which are exchange-traded funds (“ETFs”). The Commission has approved exchange rules for the original listing and trading of the Shares on the American Stock Exchange (“Amex”). CBOE is submitting this filing because its current generic listing standards for ETFs do not extend to ETFs with the investment objective of corresponding to a specified multiple of the performance, or the inverse performance, of an index that underlies each Fund (each such index is referred to below as an “Underlying Index”), rather than merely mirroring the performance of the index. Some of the Shares were approved for listing and trading only recently, and actual trading has not yet commenced. Ultra Funds Certain Funds seek daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the Underlying Indexes (“Ultra Funds”). If such Funds meet their objective, the net asset value (the “NAV”) 3 of the Shares of each Fund should increase (on a percentage basis) approximately twice as much as the Fund's Underlying Index when the prices of the securities in such Index increase on a given day, and should lose approximately twice as much when such prices decline on a given day. This filing applies to the following Ultra Funds: Four Ultra Funds listed and traded on Amex pursuant to Commission order on May 10, 2006: 4

(1)Ultra S&P 500,

(2)Ultra Nasdaq-100,

(3)Ultra Dow 30, and

(4)Ultra S&P Mid-Cap 400; and 27 Ultra Funds listed and traded on Amex pursuant to Commission order on January 17, 2007: 5

(1)Ultra Russell 2000,

(2)Ultra S&P SmallCap 600,

(3)Ultra S&P500/Citigroup Value,

(4)Ultra S&P500/Citigroup Growth,

(5)Ultra S&P MidCap 400/Citigroup Value,

(6)Ultra S&P MidCap 400/Citigroup Growth,

(7)Ultra S&P SmallCap 600/Citigroup Value,

(8)Ultra S&P SmallCap 600/Citigroup Growth,

(9)Ultra Basic Materials,

(10)Ultra Consumer Goods,

(11)Ultra Consumer Services,

(12)Ultra Financials,

(13)Ultra Health Care,

(14)Ultra Industrials,

(15)Ultra Oil & Gas,

(16)Ultra Real Estate,

(17)Ultra Semiconductors,

(18)Ultra Technology,

(19)Ultra Utilities,

(20)Ultra Russell Midcap Index,

(21)Ultra Russell Midcap Growth Index,

(22)Ultra Russell Midcap Value Index,

(23)Ultra Russell 1000 Index,

(24)Ultra Russell 1000 Growth Index,

(25)Ultra Russell 1000 Value Index,

(26)Ultra Russell 2000 Growth Index, and

(27)Ultra Russell 2000 Value Index. 3 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. 4 Securities Exchange Act Release No. 53784 (May 10, 2006), 71 FR 28721 (May 17, 2006). These Funds were subsequently approved for UTP trading on NYSE Arca, Inc. and The NASDAQ Stock Market LLC. *See* Securities Exchange Act Release Nos. 54026 (June 21, 2006), 71 FR 36850 (June 28, 2006) and 55353 (February 26, 2007), 72 FR 9802 (March 5, 2007). 5 Securities Exchange Act Release No. 55117 (January 17, 2007), 72 FR 3442 (January 25, 2007). These Funds were subsequently approved for UTP trading on NYSE Arca, Inc. and The NASDAQ Stock Market LLC. *See* Securities Exchange Act Release Nos. 55125 (January 18, 2007), 72 FR 3462 (January 25, 2007) and 55353 (February 26, 2007), 72 FR 9802 (March 5, 2007). Short Funds CBOE also proposes to trade Shares of certain Funds that seek daily investment results, before fees and expenses, that correspond to the inverse or opposite of the daily performance (-100%) of the Underlying Indexes (“Short Funds”). If such a Fund is successful in meeting its objective, the NAV 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. This filing applies to the following Short Funds: Four Short Funds listed and traded on Amex pursuant to Commission order on May 10, 2006: 6

(1)Short S&P 500,

(2)Short Nasdaq-100,

(3)Short Dow 30, and

(4)Short S&P Mid-Cap 400; and 27 Short Funds listed and traded on Amex pursuant to Commission order on January 17, 2007: 7

(1)Short Russell 2000,

(2)Short S&P SmallCap 600,

(3)Short S&P500/Citigroup Value,

(4)Short S&P500/Citigroup Growth,

(5)Short S&P MidCap 400/Citigroup Value,

(6)Short S&P MidCap 400/Citigroup Growth,

(7)Short S&P SmallCap 600/Citigroup Value,

(8)Short S&P SmallCap 600/Citigroup Growth,

(9)Short Basic Materials,

(10)Short Consumer Goods,

(11)Short Consumer Services,

(12)Short Financials,

(13)Short Health Care,

(14)Short Industrials,

(15)Short Oil & Gas,

(16)Short Real Estate,

(17)Short Semiconductors,

(18)Short Technology,

(19)Short Utilities,

(20)Short Russell Midcap Index,

(21)Short Russell Midcap Growth Index,

(22)Short Russell Midcap Value Index,

(23)Short Russell 1000 Index,

(24)Short Russell 1000 Growth Index,

(25)Short Russell 1000 Value Index,

(26)Short Russell 2000 Growth Index, and

(27)Short Russell 2000 Value Index. 6 *See* supra note 2. 7 *See* supra note 3. UltraShort Funds CBOE also proposes to trade Shares of certain Funds that seek daily investment results, before fees and expenses, that correspond to twice the inverse (-200%) of the daily performance of the Underlying Indexes (“UltraShort Funds”). If such a 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. This filing applies to the following UltraShort Funds: Four UltraShort Funds listed and traded on Amex pursuant to Commission order on June 23, 2006: 8

(1)UltraShort S&P 500,

(2)UltraShort Nasdaq-100,

(3)UltraShort Dow 30, and

(4)UltraShort S&P Mid-Cap 400; and 27 UltraShort funds listed and traded on Amex pursuant to Commission order on January 17, 2007: 9

(1)UltraShort Russell 2000,

(2)UltraShort S&P SmallCap 600,

(3)UltraShort S&P500/Citigroup Value,

(4)UltraShort S&P500/Citigroup Growth,

(5)UltraShort S&P MidCap 400/Citigroup Value,

(6)UltraShort S&P MidCap 400/Citigroup Growth,

(7)UltraShort S&P SmallCap 600/Citigroup Value,

(8)UltraShort S&P SmallCap 600/Citigroup Growth,

(9)UltraShort Basic Materials,

(10)UltraShort Consumer Goods,

(11)UltraShort Consumer Services,

(12)UltraShort Financials,

(13)UltraShort Health Care,

(14)UltraShort Industrials,

(15)UltraShort Oil & Gas,

(16)UltraShort Real Estate,

(17)UltraShort Semiconductors,

(18)UltraShort Technology,

(19)UltraShort Utilities,

(20)UltraShort Russell Midcap Index,

(21)UltraShort Russell Midcap Growth Index,

(22)UltraShort Russell Midcap Value Index,

(23)UltraShort Russell 1000 Index,

(24)UltraShort Russell 1000 Growth Index,

(25)UltraShort Russell 1000 Value Index,

(26)UltraShort Russell 2000 Growth Index, and

(27)UltraShort Russell 2000 Value Index. 8 Securities Exchange Act Release No. 54040 (June 23, 2006), 71 FR 37629 (June 30, 2006). These Funds were subsequently approved for UTP trading on NYSE Arca. *See* Securities Exchange Act Release No. 54045 (June 26, 2006), 71 FR 37971 (July 3, 2006). 9 *See supra* note 5. Access to the current portfolio composition of each Fund is currently available through the Trust's Web site ( *http://www.proshares.com* ). 10 The Underlying Indexes are identified in Amex's proposed rule changes to list the Funds (the “Original Filings”). 11 The Original Filings state that Amex would 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”), the daily trading volume, closing price, NAV, and final dividend amounts, if any, to be paid for each Fund. 12 10 The Trust's Web site is publicly accessible at no charge and contains 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 current and three immediately preceding 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 product description; and

(4)other quantitative information such as daily trading volume. The prospectus and/or product description for each Fund would inform investors that the Trust's Web site has information about the premiums and discounts at which the Fund's Shares have traded. 11 *See supra* notes 4, 5, and 8. 12 The Original Filings explain that, if the IIV is not disseminated as required, Amex would halt trading in the shares of the Funds. If Amex halts trading for this reason, then CBOE would do so as well. The Original Filings state that the daily closing index value and the percentage change in the daily closing index value for each Underlying Index would be publicly available on various Web sites such as *http://www.bloomberg.com.* The Original Filings further state that data regarding each Underlying Index are also available from the respective index provider to subscribers. According to the Original Filings, several independent data vendors 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 Original Filings state that the value of each Underlying Index is updated intra-day on a real-time basis as its individual component securities change in price, and the intra-day values of each Underlying Index are disseminated at least every 15 seconds throughout Amex's trading day by Amex or another organization authorized by the relevant Underlying Index provider. To provide updated information relating to each Fund for use by investors, professionals, and persons wishing to create or redeem Shares, Amex disseminates through the facilities of the CTA:

(1)Continuously throughout Amex's trading day, the market value of a Share; and

(2)at least every 15 seconds throughout Amex's trading day, the IIV as calculated by Amex. Shares would trade on CBOE from 8:15 a.m. until 3:15 p.m. Central Time. CBOE has appropriate rules to facilitate transactions in the Shares during that trading session. With respect to trading halts, the Exchange may consider all relevant factors in exercising its discretion to halt or suspend trading in the Funds. Trading in the Funds may be halted because of market conditions or for reasons that, in the view of the Exchange, make trading in the Funds 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 the Funds, or

(2)whether other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present. In addition, trading in the Funds would be subject to trading halts caused by extraordinary market volatility pursuant to the Exchange's “circuit breaker” rule. 13 13 *See* CBOE Rule 6.3B. Moreover, the Exchange represents that it would cease trading a Fund if the listing market stopped trading that Fund because of a regulatory halt similar to a halt based on CBOE Rule 6.3. UTP trading in the Funds is also governed by the trading halts provisions of CBOE Rule 52.3 relating to temporary interruptions in the calculation or wide dissemination of IIVs or the values of underlying indexes. Finally, CBOE would stop trading the Shares of a Fund if the listing market delists them. In connection with the trading of the Shares, CBOE will inform its members in an Information Circular of the special characteristics and risks associated with trading the Shares, as well as the requirements of CBOE Rule 53.6, which requires members of the Exchange to determine that a particular security is suitable for a customer before recommending a transaction in it. The Exchange also will require its members to deliver a prospectus or product description to investors purchasing the Shares prior to or concurrently with a transaction in the Shares. CBOE deems the Shares to be equity securities, thus rendering trading in the Shares subject to the Exchange's existing rules applicable to UTP trading of equity securities. The Exchange intends to utilize its existing surveillance procedures applicable to equity securities to monitor trading in the Shares. The Exchange represents that these procedures are adequate to monitor Exchange trading of the Shares. Finally, the Exchange is proposing to amend CBOE Rule 53.6, the CBSX suitability rule, so that each member organization's obligation under that rule is heightened. Specifically, the Exchange proposes to amend CBOE Rule 53.6 to provide that, in making a recommendation to a customer, a member organization must have reasonable grounds for the recommendation upon the basis of the information furnished by the customer after reasonable inquiry concerning the customer's investment objectives, tax status, financial situation and needs, and any other information known by such member organization. Other exchanges have adopted similar rule text. 14 That enhanced obligation would apply to a member organization's recommendation of any security that is subject to Chapters 50 through 54 of the Exchange's rules, including the Shares. 14 *See, e.g.* , Amex Rule 411, Commentary .05; NYSE Arca Rule 9.2(a)(2). 2. Statutory Basis CBOE believes that the proposed rule change is consistent with the Act and the rules and regulations thereunder applicable to a national securities exchange and, in particular, section 6(b) of the Act. 15 Specifically, CBOE believes that the proposed rule change is consistent with the section 6(b)(5) 16 requirements that an exchange have rules 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. In addition, CBOE believes that the proposal is consistent with Rule 12f-5 under the Act 17 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. 15 15 U.S.C. 78f(b). 16 15 U.S.C. 78f(b)(5). 17 17 CFR 240.12f-5. B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will 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 neither solicited nor received comments on the proposal. 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-CBOE-2007-124 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-2007-124. 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-CBOE-2007-124 and should be submitted on or before December 18, 2007. IV. Commission's Findings and Order Granting Accelerated Approval of the Proposed Rule Change After careful review, the Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange. 18 In particular, the Commission finds that the proposed rule change is consistent with section 6(b)(5) of the Act, 19 which requires that an exchange have rules designed, among other things, to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and in general to protect investors and the public interest. The Commission believes that this proposal should benefit investors by increasing competition among markets that trade the Shares. 18 In approving this rule change, the Commission notes that it has considered the proposal'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 and the trading of the Shares on NYSE Arca and The NASDAQ Stock Market pursuant to UTP. 22 The Commission also finds that the proposal is consistent with Rule 12f-5 under the Act, 23 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* notes 4-9. 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. Furthermore, the IIV, updated to reflect changes in currency exchange rates, is calculated by Amex and published via the facilities of the Consolidated Tape Association on a 15-second delayed basis throughout the trading hours for the Shares. 24 15 U.S.C. 78k-1(a)(1)(C)(iii). The Commission also believes that the proposal appears reasonably designed to preclude trading of the Shares when transparency is impaired. Trading in the Shares will be subject to CBOE Rule 52.3, which provides that, if the listing market halts trading when the IIV or value of the underlying index is not being calculated or disseminated, the Exchange also would halt trading. In support of this proposal, the Exchange has made the following additional 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 members in an Information Bulletin of the special characteristics and risks associated with trading the Shares. 3. The Information Bulletin also would discuss the requirement that members deliver a prospectus to investors purchasing newly issued Shares prior to or concurrently with the confirmation of a transaction. This approval order is based on the Exchange's representations. 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. The Commission finds good cause for approving this proposal before the thirtieth day after the publication of notice thereof in the **Federal Register** . As noted above, the Commission previously found that the listing and trading of the Shares on Amex and the trading of the Shares on NYSE Arca and The NASDAQ Stock Market pursuant to UTP are consistent with the Act. The Commission presently is not aware of any regulatory issue that should cause it to revisit those findings 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-CBOE-2007-124), as modified by Amendment No. 1 thereto, 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 Trading and Markets, pursuant to delegated authority. 26 26 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-23000 Filed 11-26-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56821; File No. SR-CBOE-2007-82] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Order Granting Approval of Proposed Rule Change as Modified by Amendment No. 1 Thereto To Allow the Exchange To List Up to Seven Expiration Months for Broad-Based Security Index Options Upon Which the Exchange Calculates a Constant Three-Month Volatility Index November 20, 2007. I. Introduction On July 17, 2007, the Chicago Board Options Exchange, Incorporated (“CBOE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) a proposed rule change, pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 to permit the Exchange to:

(i)Amend Rule 24.9(a)(2), *Terms of Index Option Contracts* , to allow the Exchange to list up to seven expiration months for broad-based security index options upon which the Exchange calculates a constant three-month volatility index; and

(ii)remove outdated rule text from Rule 24.9(a)(2). On September 19, 2007, CBOE filed Amendment No. 1 to the proposed rule change. The proposed rule change, as modified by Amendment No. 1, was published for comment in the **Federal Register** on October 16, 2007. 3 The Commission received no comments on the proposal. This order approves the proposed rule change, as amended. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 *See* Securities Exchange Act Release No. 56632 (October 9, 2007), 72 FR 58694 (“Notice”). II. Description of the Proposal In its proposal, CBOE proposed to amend Rule 24.9(a)(2), *Terms of Index Options* , to allow the Exchange to list up to seven expiration months for broad-based security index options upon which the Exchange calculates a constant three-month volatility index. Currently, Rule 24.9(a)(2) permits the Exchange to list only six expiration months in any index options at any one time. In the filing, CBOE explained that it had plans to introduce new volatility products and new volatility indexes in the near future, including the CBOE S&P 500 Three-Month Volatility Index (“VXV”). 4 According to CBOE, VXV is a measure of S&P 500 implied volatility—the volatility implied by S&P option prices—but instead of reflecting a constant 1-month implied volatility period (like other volatility indexes such as the CBOE Volatility Index or “VIX”), VXV is designed to reflect the implied volatility of an option with a constant 3 months to expiration. Since there is only one day on which an option has exactly 3 months to expiration, VXV is calculated as a weighted average of options expiring immediately before and immediately after the three-month standard. Accordingly, the Exchange would need to use four consecutive expiration months in order to calculate a constant three-month volatility index. 4 The Exchange calculates volatility indexes on other broad-based security indexes, such as the Dow Jones Industrial Average index (“DJX”), the Nasdaq-100 index (“NDX”), and the Russell 2000 index (“RUT”). The Exchange may calculate a constant three-month volatility index on DJX, NDX or RUT in the future. CBOE stated in its filing that under the current application of CBOE Rule 24.9(a)(2), the Exchange generally lists three consecutive near term months and three months on a quarterly expiration cycle. One of the three consecutive near term months is always a quarterly month; however, that near term contract month (which is also a quarterly month) is not included as part of the three months listed on a quarterly expiration cycle. Therefore, in order to permit the addition of four consecutive near term months under current Rule 24.9(a)(2), the Exchange would only be able to list two months on a quarterly expiration cycle. Because of customer demand and other investment strategy reasons for having three months on a quarterly expiration cycle, the Exchange proposed to increase, from six to seven, the number of expiration months for broad-based security index options upon which the Exchange calculates a constant three-month volatility index. CBOE explained that without this proposed rule change, if the Exchange calculated a three-month volatility using only three consecutive near term months, this would result in the VXV being calculated with options expiring three months apart about one-third of the time. 5 Another one-third of the time, VXV would be calculated with options expiring two months apart. And the final one-third of the time, VXV would be calculated with options expiring one month apart. As a result, the calculation of the three-month VXV under current Rule 24.9(a)(2) would render the VXV subject to inconsistencies that, according to CBOE, may make the index unattractive as an underlying for volatility products. 5 *See* Notice, *supra* note 3, at 58695 (providing examples to illustrate the effect of the proposed rule change). Under the proposed rule change, however, the Exchange will be permitted, eight times a year, to add an additional seventh month in order to maintain four consecutive near term contract months. The Exchange also proposed to remove outdated rule text from Rule 24.9(a)(2). Specifically, the Exchange proposed to delete the provision that permitted the Exchange to list up to seven expiration months at any one time for the SPX, MNX and DJX index option contracts, provided that one of those expiration months is November 2004. 6 6 This provision was added in July 2004 in response to customer demand for index options expiring in November 2004 to hedge positions in stocks overlying particular index options or to hedge market exposure to the equity markets generally against the uncertainty presented by the elections. *See* Securities Exchange Act Release No. 50063 (July 22, 2004), 69 FR 45357 (July 29, 2004)(SR-CBOE-2004-49). Capacity CBOE represented that it has analyzed its capacity and represents that it believes the Exchange and the Options Price Reporting Authority have the necessary systems capacity to handle the additional traffic associated with the additional listing of a seventh contract month in order to maintain four consecutive near term contract months for those broad-based security index options upon which the Exchange calculates a constant three-month volatility index. III. Discussion After careful review, the Commission finds that CBOE's proposal to amend Rule 24.9(a)(2), *Terms of Index Option Contracts* , to allow the Exchange to list up to seven expiration months for broad-based security index options upon which the Exchange calculates a constant three-month volatility index, and to remove certain outdated rule text from Rule 24.9(a)(2) is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange 7 and, in particular, the requirements of section 6 of the Act 8 and the rules and regulations thereunder. The Commission believes that increasing, from six to seven, the number of expiration months for broad-based security indexes on which the Exchange calculates a constant three-month volatility index (to accommodate a fourth consecutive near-term month while maintaining the listing of three months on a quarterly expiration cycle) will result in a more consistent and predictable calculation in which the option series that bracket three months to expiration will always expire one month apart, thereby promoting just and equitable principles of trade while protecting investors and the public interest. 7 In approving this proposed rule change, the Commission 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. The Commission also notes CBOE's representations that it possesses the necessary systems capacity to handle the additional traffic associated with the additional listing of a seventh contract month in order to maintain four consecutive near term contract months for those broad-based security index options upon which the Exchange calculates a constant three-month volatility index. IV. Conclusion *It is therefore ordered* , pursuant to section 19(b)(2) of the Act, 9 that the proposed rule change (SR-CBOE-2007-82), as amended, be, and hereby is, approved. 9 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 10 10 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-23001 Filed 11-26-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56813; File No. SR-CBOE-2007-52] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Order Granting Approval of Proposed Rule Change as Modified by Amendment No. 1 Thereto Relating to $1 Strikes for VXD and VXN Options and $1 Strikes for RVX, VIX, VXD and VXN LEAPs November 19, 2007. I. Introduction On July 11, 2007, the Chicago Board Options Exchange, Incorporated (“CBOE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) a proposed rule change, pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 to permit the Exchange to:

(i)List and trade CBOE Dow Jones Industrial Average Volatility Index (“VXD”) options and Nasdaq-100 Volatility Index (“VXN”) options in $1 strike price intervals; and

(ii)list and trade CBOE Russell 2000 Volatility Index (“RVX”), VXD, VXN and CBOE Volatility Index (“VIX”) LEAPs in $1 strike price intervals. On August 20, 2007, CBOE filed Amendment No. 1 to the proposed rule change. The proposed rule change, as modified by Amendment No. 1, was published for comment in the **Federal Register** on September 24, 2007. 3 The Commission received one comment letter regarding the proposal. 4 This order approves the proposed rule change, as amended. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 *See* Securities Exchange Act Release No. 56449 (September 17, 2007), 72 FR 54306 (“Notice”). 4 *See* Letter from John C. Nagel, Director & Associate General Counsel, Citadel Investment Group, L.L.C. (“Citadel”) to Nancy Morris, Secretary, Commission, dated November 2, 2007 (“Citadel Comment”). II. Description of the Proposal In its proposal, CBOE proposed rules to permit the Exchange to list and trade options on the CBOE Dow Jones Industrial Average Volatility Index (“VXD”) and the Nasdaq-100 Volatility Index (“VXN”) in $1 strike price intervals within certain parameters described below. 5 Additionally, the rule change proposed to permit the Exchange to list and trade CBOE Russell Volatility Index (“RVX”), CBOE Volatility Index (“VIX”), VXD, and VXN LEAPs in $1 strike price intervals within certain parameters also described below. 5 The Commission previously approved the listing and trading of VXD and VXN options, which the Exchange anticipates trading shortly. *See* Securities Exchange Act Release No. 49563 (April 14, 2004), 69 FR 21589 (April 21, 2004) (approving SR-CBOE-2003-40). $1 Strikes for VXD and VXN Options Similar to other volatility indexes, VXD and VXN are calculated using real-time quotes of out-of-the-money and at-the-money and second nearly index puts and calls on the Dow Jones Industrial Index (“DJIA”) and the Nasdaq-100 Index (“NDX”) respectively. VXD and VXN are quoted in absolute numbers that represent the volatility of the DJIA and the NDX respectively in percentage points per annum. For example, a VXD level of 11.63 (the closing value of the VXD on April 26, 2007) represents an annualized volatility of 11.63% in the DJIA Index and a VXN level of 15.97 (the closing value of the VXN on April 26, 2007) represents an annualized volatility of 15.97% in the NDX. 6 6 In its original filing, CBOE inadvertently reported annualized volatility percentages of 11.637% (rather than 11.63%) and 15.77% (rather than 15.97%). Telephone conversation between Jennifer Yeadon, Senior Attorney, CBOE and Geoffrey Pemble, Special Counsel, Division of Market Regulation, Commission, on November 15, 2007. According to CBOE, as with other proprietary CBOE volatility indexes, VXD and VXN levels fluctuate quite differently than individual equity securities or indexes of individual equity securities. Specifically, indexes such as VXD and VXN that track volatility are “mean-reverting,” a statistical term used to describe a strong tendency for the volatility index to move toward its long-term historical average level. In other words, at historically low volatility index levels, there is a higher probability that the next big move will be up rather than down. Conversely, at historically high volatility index levels, the next big move is more likely to be down rather than up. Thus, as represented by CBOE, volatility indexes such as VXD and VXN tend to move within set ranges, and even when a level moves outside that range, the tendency towards mean-reversion often results in the volatility index returning to a level within the range. In the case of VXD, the historical average index value since January 2, 2002 is 16.92. Since January 2002, VXD has fluctuated in a range between 9.28 and 41.85. Furthermore, VXD closed under 25 for 85% of the days on which the level was calculated since 2002 (1,171 days out of a total of 1,372 days) and has closed under 30 for 91% of the days on which the level was calculated since 2002 (1,245 days out of a total of 1,372 days). VXD has closed between 10 and 25 for 82% of the days on which the level was calculated since 2002 (1,130 days out of a total of 1,372 days). In the case of VXN, the historical average index value since January 2, 2002 is 26.14. Since January 2002, VXN has fluctuated in a range between 12.61 and 60.66. Furthermore, VXN closed under 25 for 61% of the days on which the level was calculated since 2002 (822 days out of a total of 1,355 days) and has closed under 30 for 73% of the days on which the level was calculated since 2002 (987 days out of a total of 1,355 days). VXN has closed between 15 and 30 for 66% of the days on which the level was calculated since 2002 (895 days out of a total of 1,355 days). Because of the generally limited range in which VXD and VXN have fluctuated, CBOE proposed to list series at $1 or greater strike price intervals for each expiration on up to 5 VXD and VXN option series above and 5 VXD and VXN option series below the current index level. 7 As the current index level of VXD and VXN moves from the exercise price of those VXD and VXN option series that already have been opened for trading on the Exchange, the Exchange may open for trading additional series at $1.00 or greater strike price intervals for each expiration on up to 5 VXD and VXN option series above and 5 VXD and VXN option series below the current index level. 7 The Commission previously approved the listing of VIX and RVX options at $1 strike intervals. *See* Securities Exchange Act Release No. 54192 (July 21, 2006), 71 FR 43251 (July 31, 2006) (approving SR-CBOE-2006-27); *see also* Securities Exchange Act Release No. 55425 (March 8, 2007), 72 FR 12238 (March 15, 2007) (approving SR-CBOE-2006-73). Additionally, the Exchange proposed that it would not list series with $1 intervals within $0.50 of an existing $2.50 strike price with the same expiration month ( *e.g.* , if there is an existing 12.50 strike, the Exchange would not list a 12 or 13 strike). $1 Strike LEAPs for RVX, VIX, VXN and VXD Similarly, the Exchange proposed rules to permit $1 strike intervals for RVX, VIX, VXD and VXN LEAPs. According to CBOE, typically LEAPs strike prices moves in increments of $2.50 and $5.00 and such incremental pricing is suited for long-term contracts on traditional equity and stock index products. However, as discussed above, the levels of volatility indexes fluctuate quite differently than equities and stock indexes. As a “mean-reverting” product, volatility indexes gravitate towards their historical average levels; thus, limiting the range of movement. Consequently, the Exchange proposed to list series at $1 or greater strike price intervals for each expiration on up to 5 RVX, VIX, VXD and VXN LEAPs series above and 5 RVX, VIX, VXD and VXN LEAPs series below the current index level. As the current index level of RVX, VIX, VXD and VXN moves from the exercise price of those RVX, VIX, VXD and VXN LEAPs series that already have been opened for trading on the Exchange, the Exchange may open for trading additional series at $1.00 or greater strike price intervals for each expiration on up to 5 RVX, VIX, VXD and VXN LEAPs series above and 5 RVX, VIX, VXD and VXN LEAPs series below the current index level. For purposes of adding strike prices at $1.00 or greater strike price intervals, as well as at $2.50 or greater strike price intervals, the “current index level” would be defined as the “implied forward level” of RVX, VIX, VXN and VXD for each expiration. 8 8 *See* Notice, *supra* n. 3, for further discussion of this methodology. Capacity CBOE represented that it has analyzed its capacity and represents that it believes the Exchange and the Options Price Reporting Authority have the necessary systems capacity to handle the additional traffic associated with the listing and trading of the $1 strikes for VXD and VXN option and of the $1 strikes for RVX, VIX, VXD and VXN LEAPs. III. Summary of Comment Received The Commission received one comment letter regarding the proposed rule change, from Citadel. Citadel supported the adoption of the proposal and, in general, the expansion of $1 strike price intervals, stating that expansion of products available to exchanges and investors was “fundamentally pro-competitive” and that, moreover, “$1 strike price intervals allow traders and investors to customize the risk profiles of their trading positions more precisely, and thus reduce the cost of trading.” 9 Citadel commented favorably about the Commission's prior pilot program to allow $1 strike intervals, 10 and advocated that the Commission “promote the expansion of $1 strike programs even if doing so requires curtailing or slowing further expansion of penny quoting.” 11 With regard to the proposal, Citadel noted that “permitting CBOE to list and trade options that are the subject of the Proposal in $1 strike intervals would benefit the public, including retail investors,” for many of the same reasons $1 strike options do, as well as for reasons specific to volatility options, such a the “mean-reverting” characteristics of volatility indexes. 12 Similarly, Citadel supported the listing and trading of LEAPs on certain volatility indexes, as proposed by CBOE, arguing that the “case for strike-intervals for LEAPs on volatility indexes is even stronger than the case for narrow-interval LEAPs on single stocks.” 9 *See* Citadel Comment at 1. 10 *Id.* at 2. 11 *Id.* at 3. 12 *Id.* IV. Discussion After careful review, the Commission finds that CBOE's proposal to

(i)list and trade CBOE Dow Jones Industrial Average Volatility Index (“VXD”) options and Nasdaq-100 Volatility Index (“VXN”) options in $1 strike price intervals; and

(ii)list and trade CBOE Russell 2000 Volatility Index (“RVX”), VXD, VXN and CBOE Volatility Index (“VIX”) LEAPs in $1 strike price intervals is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange 13 and, in particular, the requirements of section 6 of the Act 14 and the rules and regulations thereunder. The Commission believes that CBOE's proposal gives options investors the ability to make additional investment choices in a manner consistent with the requirements of section 6(b)(5) of the Act. 15 The Commission further believes that trading options and LEAPs in $1 strike price intervals on these volatility indexes provides investors with an important trading and hedging mechanism. 13 In approving this proposed rule change, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). 14 15 U.S.C. 78f. 15 15 U.S.C. 78f(b)(5). As explained by CBOE, volatility indexes such as the RVX, VIX, VXD and VXN fluctuate in a narrow range, and thus, the Commission believes that the implementation of $1 strike price intervals on options and LEAPs based on these indexes, within the parameters detailed in CBOE's proposal, is appropriate. The Commission also notes CBOE's representations that it possesses the necessary systems capacity to support new series that would result from the introduction of $1 strikes for VXD and VXN options and of the $1 strikes for RVX, VIX, VXD and VXN LEAPs and that CBOE also has been informed that OPRA has the capacity to support such offerings. V. Conclusion *It is therefore ordered* , pursuant to section 19(b)(2) of the Act, 16 that the proposed rule change (SR-CBOE-2007-52), as amended, be, and hereby is, approved. 16 15 U.S.C. 78s(b)(2). 17 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 17 Florence E. Harmon, Deputy Secretary. [FR Doc. E7-23003 Filed 11-26-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56820; File No. SR-FICC-2007-09] Self-Regulatory Organizations; Fixed Income Clearing Corporation; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to the Correspondent Clearing Service November 20, 2007. Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 notice is hereby given that on August 17, 2007, the Fixed Income Clearing Corporation (“FICC”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared primarily by FICC. FICC filed the proposed rule change pursuant to section 19(b)(3)(A)(i) of the Act 2 and Rule 19b-4(f)(1) 3 thereunder so that the proposal was 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 15 U.S.C. 78s(b)(3)(A)(i). 3 17 CFR 240.19b-4(f)(1). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The proposed rule change enhances FICC's Government Securities Division's (“GSD”) correspondent clearing service for netting members submitting transaction data (“Submitting Members”) on behalf of non-member firms (“Executing Firms”). II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, FICC included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. FICC 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 Currently, GSD's rules provide that a Submitting Member must submit transaction data to GSD when it acts on behalf of an Executing Firm for comparison-only processing or for both comparison and netting processing. The election made by the Submitting Member to submit Executing Firm transactions for comparison or comparison and netting is done on a firm level for each Executing Firm on whose behalf the Submitting Member acts. For example, when Submitting Member A elects to submit transactions for netting processing on behalf of Executing Firm B, all trades submitted on behalf of Executing Firm B will proceed to netting, and the Submitting Member will incur all resulting settlement and other obligations that arise under GSD's rules with respect to trade data submitted on behalf of Executing Firm B. Conversely, when Submitting Member A elects to submit transactions for Executing Firm C for comparison-only processing, all transactions submitted on behalf of Executing Firm C will only enter the GSD's comparison system with no settlement obligations arising for Submitting Member A with respect to these transactions. Under the rule change, FICC will allow a Submitting Member to select for each Executing Firm for which it submits trades those trade types ( *i.e.* , buy-sell or repurchase agreements) that will be comparison-only transactions and those trade types that will be netting transactions. For example, Submitting Member A may select to submit Executing Firm B's repurchase agreement transactions for comparison-only processing and Executing Firm B's buy-sell transactions for netting. Members will not be permitted to submit trades for either comparison-only or netting processing on a trade-by- trade basis. Elections made with respect to how transaction types are processed through FICC must be effected through the applicable FICC Executing Firm Agreement. As noted above, settlement obligations will arise for Submitting Member A for each transaction that proceeds to netting. Under the proposed changes, Submitting Members will be required to notify GSD with respect to each Executing Firm for which they submit data which transactions types that will be processed as comparison-only transactions and which will proceed to netting. Submitting members must notify GSD three business days prior to the commencement of the initial data submission on behalf of an Executing Firm. Any modifications made to an election will require three business days notice to GSD. FICC will announce to its members by means of an Important Notice the effective date of this enhancement. GSD anticipates implementation to be during the fourth quarter of this year. FICC believes that the proposed rule change is consistent with the requirements of section 17A of the Act 4 and the rules thereunder. FICC states that this rule change enhances existing capabilities extended to netting members acting as Submitting Members under GSD's rules. FICC further states that the proposed changes will not affect FICC's ability to safeguard the funds and securities in FICC's control or for which it is responsible. 4 15 U.S.C. 78q-1. B. Self-Regulatory Organization's Statement on Burden on Competition FICC does not believe that the proposed rule change will have any impact or impose any burden on competition. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments relating to the proposed rule change have not yet been solicited or received. FICC will notify the Commission of any written comments received by FICC. 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)(iii) 5 of the Act and Rule 19b-4(f)(4) 6 thereunder because it effects a change in an existing service of FICC that does not adversely affect the safeguarding of securities or funds in FICC's control or for which FICC is responsible and does not significantly affect FICC's or its participants' respective rights or obligations. At any time within 60 days of the filing of the proposed rule change, the Commission could have summarily abrogated such rule change if it appeared to the Commission that such action was necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 5 15 U.S.C. 78s(b)(3)(A)(iii). 6 17 CFR 240.19b-4(f)(4). IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File No. SR-FICC-2007-09 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File No. FICC-2007-09. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW., Washington, DC 20549, on official business days between the hours of 10a.m. and 3 p.m. Copies of such filing also will be available for inspection and copying at FICC's principal office and on FICC's Web site at *http://ficc.com/gov/gov.docs.jsp?NS-query=#rf.* 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 submission should refer to File No. SR-FICC-2007-09 and should be submitted on or before December 18, 2007. 7 17 CFR 200.30-3(a)(12). For the Commission by the Division of Trading and Markets pursuant to delegated authority. 7 Florence E. Harmon, Deputy Secretary. [FR Doc. E7-23021 Filed 11-26-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56819; File No. SR-NYSEArca-2007-115] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of a Proposed Rule Change Relating to Rule 6.87—Obvious Error November 19, 2007. Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on November 8, 2007, NYSE Arca, Inc. (“NYSE Arca” 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. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend NYSE Arca Rule 6.87 governing obvious errors. Specifically, the Exchange proposes a revised review procedure for contesting decisions made pursuant to the options obvious error rule. 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 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 amend NYSE Arca Rule 6.87 governing options obvious errors. Specifically, the Exchange proposes a revised review procedure for contesting decisions made pursuant to the obvious error rule. Currently, NYSE Arca Rule 6.87 provides that the Exchange will determine whether an “Obvious Error” 3 has occurred after a market maker believes and notifies the Exchange that it participated in a transaction that was the result of an Obvious Error. If the Exchange believes that an Obvious Error has occurred, the Exchange will take one of the following actions depending on the parties to the trade:

(1)Adjust the price with an adjustment;

(2)bust the trade; or

(3)adjust the trade without an adjustment penalty. Currently, if a party does not agree with the action taken by the Exchange, the party may appeal the decision to the Exchange's Board of Directors (“Board”) pursuant to NYSE Arca Rule 10.14. 3 “Obvious Error” is defined in NYSE Arca Rule 6.87(a)(1). The Exchange proposes to amend Rule 6.87 by removing the Board appeal process pursuant to Rule 10.14 and replacing it with a revised appeal process. Proposed NYSE Arca Rule 6.87 would permit a party affected by the determination of an Obvious Error to request an appeal to the Obvious Error Panel (“OE Panel”) to review the determination made by the Exchange's representative pursuant to Rule 6.87(a)(3). The OE Panel would be comprised of the NYSE Arca Chief Regulatory Officer (“CRO”), or a designee of the CRO, 4 and representatives from two options and trading permit firms (“OTP Firms”). 5 One representative on the OE Panel will be from an OTP Firm directly engaged in market making activities and one representative on the OE Panel will be from an OTP Firm directly engaged in the handling of options orders for public customers. 4 The Exchange represents that a designee of the CRO would be an employee of the Exchange, working closely with and reporting directly to, the CRO, such as one of the Directors of Options Regulation. The Exchange notes that the International Securities Exchange, LLC (“ISE”) designates an obvious error panel to independently make appeals decisions and also to overturn or modify actions taken by the ISE. *See* ISE Rule 720. 5 The Exchange proposes to designate at least ten

(10)OTP Firm representatives to be called upon to serve on the OE Panel. In no case would the OE Panel include a person related to a party to the trade in question. To the extent reasonably possible, the Exchange proposes to call upon the designated representatives to participate on an OE Panel on an equally frequent basis. In addition, requests for an appeal would have to be made via facsimile or e-mail within thirty minutes after the party requesting the appeal is given notification of the initial determination. Thereafter, the OE Panel would review the information and may overturn or modify the action taken by the Officer. Such determination by the OE Panel would be considered a final action by the Exchange on the matter at issue. All final determinations made by the OE Panel would be rendered, without prejudice, as to the rights of the parties to the transaction to submit their dispute to arbitration. The Exchange states that the revised process is intended to provide a timely appeal for OTP Firms and options and trading permit holders (“OTP Holders”) in place of the lengthy Board appeals process currently provided in Rule 10.14. Finally, if the OE Panel upholds the Exchange's decision made pursuant to Rule 6.87(a)(4) to bust or adjust a trade, the Exchange would assess a $500.00 fee against the OTP Holder or OTP Firm that initiated the request for appeal. The Exchange believes that assessing a $500.00 fee would discourage frivolous and abusive practices of the appeal process. The Exchange is also proposing amendments to Rule 10.14 to remove the Board appeals process for Rule 6.87, and remove the appeals process from Commentary .02 of Rule 6.87. 2. Statutory Basis The Exchange believes the proposed rule change is consistent with section 6(b) of the Act, 6 in general, and furthers the objectives of section 6(b)(5) of the Act, 7 in particular, because it is designed to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, and to remove impediments and perfect the mechanisms of a free and open market and to protect investors and the public interest. 6 15 U.S.C. 78f(b). 7 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others No written comments were solicited or received by the Exchange with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the date of publication of this notice in the **Federal Register** or within such longer period

(i)as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding, or

(ii)as to which the Exchange consents, the Commission will: A. By order approve the proposed rule change; or B. Institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov* . Please include File Number SR-NYSEArca-2007-115 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-2007-115. 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-2007-115 and should be submitted on or before December 18, 2007. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 8 8 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-22979 Filed 11-26-07; 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 will 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 that may be included in this notice are for new information collections, approval of existing information collections, revisions to OMB-approved information collections, and extensions (no change) of OMB-approved 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 e-mailed 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 calling the SSA Reports Clearance Officer at 410-965-0454, or by writing to the address listed above. *Letter to Custodian of Birth Records/Letter to Custodian of School Records—20 CFR 404.704, 404.716, 416.802, and 422.107—0960-0693.* SSA prepares the SSA-L106 and SSA-L706 for individuals who need help in obtaining evidence of their age in connection with Social Security number card applications and claims for benefits. SSA uses the SSA-L706 to determine the existence of primary evidence of age for Social Security Number

(SSN)applicants. SSA also uses both letters to verify with the issuing entity, when necessary, the authenticity of the record submitted by the SSN applicant or claimant. The respondents are schools, state and local bureaus of vital statistics, and religious entities. *Type of Request:* Revision of an OMB-approved information collection. *Number of Respondents:* 7,200. *Frequency of Response:* 1. *Average Burden Per Response:* 10 minutes. *Estimated Annual Burden:* 1,200 hours. Dated: November 20, 2007. Elizabeth A. Davidson, Reports Clearance Officer, Social Security Administration. [FR Doc. E7-23022 Filed 11-26-07; 8:45 am] BILLING CODE 4191-02-P DEPARTMENT OF STATE [Public Notice 5996] Issuance of a Presidential Permit Authorizing the Greater Yuma Port Authority To Construct, Operate, and Maintain a Livestock Border Crossing Near San Luis, Arizona, at the International Boundary Between the United States and Mexico SUMMARY: The Department of State has issued a Presidential permit, effective November 16, 2007, authorizing the Greater Yuma Port Authority to construct, operate, and maintain a livestock border crossing near San Luis, Arizona, at the international boundary between the United States and Mexico. In making this determination, the Department consulted with other federal agencies, as required by Executive Order 11423, as amended. FOR FURTHER INFORMATION CONTACT: Mr. Daniel Darrach, U.S.-Mexico Border Affairs Coordinator, via e-mail at *WHA-BorderAffairs@state.gov* ; by phone at 202-647-9894 or by mail at WHA/MEX, Room 4258, Department of State, 2201 C St., NW., Washington, DC 20520. SUPPLEMENTARY INFORMATION: Following is the text of the issued permit: By virtue of the authority vested in me as Under Secretary of State for Economic, Energy and Agricultural Affairs, pursuant to Department of State Delegation number 118-2 from the Secretary of State dated January 26, 2006, to exercise, to the extent authorized by law, all authorities vested in the Secretary of State, including those authorities under Executive Order 11423, 33 FR 11741 (1968), as amended by Executive Order 12847 of May 17, 1993, 58 FR. 29511 (1993), Executive Order 13284 of January 23, 2003, 68 FR 4075 (2003), and Executive Order 13337 of April 30, 2004, 69 FR 25299 (2004); having considered the environmental effects of the proposed action in accordance with the National Environmental Policy Act of 1969 (83 Stat. 852; 42 U.S.C. § 4321, *et seq.* ) and other statutes relating to environmental concerns; having considered the proposed action in accordance with the National Historic Preservation Act (80 Stat. 917, 16 U.S.C. § 470f, *et seq.* ); and having requested and received the views of various of the federal departments and other interested persons; I hereby grant permission, subject to the conditions herein set forth, to the Greater Yuma Port Authority (GYPA, hereinafter referred to as the “permittee”), to construct, operate, and maintain a new livestock border crossing (hereinafter referred to as “San Luis Livestock Crossing”), 2,500 feet (approximately half a mile) east of the existing San Luis cattle crossing on the westerly border of the State of Arizona and the Mexican State of Sonora near the cities of San Luis, Arizona and San Luis Rio Colorado, Sonora, Mexico. The term “facilities” as used in this permit means the lane or lanes leading to the livestock crossing, their approaches and any land, structure or installations appurtenant thereto. These facilities are the subject of a Finding of No Significant Impact, FONSI, approved by the Acting Director of the Office of Mexican Affairs in the Department of State on July 27, 2007, 72 FR 43314-43316 (August 3, 2007) . The term “United States facilities” as used in this permit means that part of the facilities in the United States. This permit is subject to the following conditions: *Article 1.* The United States facilities herein described, and all aspects of their operation, shall be subject to all the conditions, provisions, and requirements of this permit and any amendment thereof. This permit may be terminated at will by the Secretary of State or the Secretary's delegate or may be amended by the Secretary of State or the Secretary's delegate at will or upon proper application therefor. The permittee shall make no substantial change in the location of the livestock crossing facilities or in the operation authorized by this permit until such changes have been approved by the Secretary of State or the Secretary's delegate. *Article 2.* The standards for, and the manner of, the construction, operation, and maintenance of the United States facilities shall be subject to inspection and approval by the representatives of appropriate federal, state and local agencies. The permittee shall allow duly authorized officers and employees of such agencies free and unrestricted access to said facilities in the performance of their official duties. *Article 3.* The permittee shall comply with all applicable federal, state, and local laws and regulations regarding the construction, operation, and maintenance of the United States facilities, and with all applicable industrial codes. The permittee shall obtain the requisite permits from state and local government entities and relevant federal agencies. *Article 4.* Upon the termination, revocation, or surrender of this permit, and unless otherwise agreed by the Secretary of State or the Secretary's delegate, the United States facilities in the immediate vicinity of the international boundary shall be removed by and at the expense of the permittee within such time as the Secretary of State or the Secretary's delegate may specify, and upon failure of the permittee to remove this portion of the United States facilities as ordered, the Secretary of State or the Secretary's delegate may direct that possession of such facilities be taken and that they be removed at the expense of the permittee; and the permittee shall have no claim for damages by reason of such possession or removal. *Article 5.* This permit and the operation of the United States facilities hereunder shall be subject to the limitations, terms, and conditions issued by any competent agency of the United States Government, including but not limited to the Department of Homeland Security (DHS), the Federal Highway Administration (FHWA), and the United States Section of the International Boundary and Water Commission (IBWC). This permit shall continue in force and effect only so long as the permittee shall continue the operations hereby authorized in accordance with such limitations, terms and conditions. *Article 6.* Any transfer of ownership or control of the United States facilities or any part thereof shall be immediately notified in writing to the United States Department of State (the “Department”) for approval, including identification of the transferee. In the event of such transfer of ownership or control, the permit shall remain in force and the United States facilities shall be subject to all the conditions, permissions, and requirements of this permit and any amendments thereof. *Article 7.*

(1)The permittee shall acquire such right-of-way grants or easements, permits, and other authorizations as may become necessary and appropriate.

(2)The permittee shall maintain the United States facilities and every part thereof in a condition of good repair for their safe operation. *Article 8.*

(1)The permittee shall take all appropriate measures to prevent or mitigate adverse environmental impacts or disruption of significant archeological resources in connection with the construction, operation and maintenance of the United States facilities, including those mitigation measures set forth in the Finding of No Significant Impact (FONSI) approved by the Department on July 27, 2007, 72 Fed. Reg. 43314-43316 (August 3, 2007).

(2)Before beginning construction the permittee shall obtain the concurrence of the IBWC. *Article 9.* The permittee shall file with the appropriate agencies of the United States Government such statements or reports under oath with respect to the United States facilities, and/or permittee's actions in connection therewith, as are now or may hereafter be required under any laws or regulations of the United States Government or its agencies. *Article 10.* The permittee shall not begin construction until the Department has provided notification to the permittee that it has completed its exchange of diplomatic notes with the Government of Mexico regarding authorization of construction. The permittee shall provide written notice to the Department at such time as the construction authorized by this permit is begun, and again at such time as construction is completed, interrupted or discontinued. *In witness whereof,* I, Reuben Jeffery III, Under Secretary of State for Economic, Energy and Agricultural Affairs of the United States, have hereunto set my hand this 31st day of October, 2007, in the City of Washington, District of Columbia. End Permit text. Dated: November 20, 2007. Ian G. Brownlee, Acting Director, Office of Mexican Affairs, Department of State. [FR Doc. E7-23085 Filed 11-26-07; 8:45 am] BILLING CODE 4710-29-P TENNESSEE VALLEY AUTHORITY Sunshine Act Meeting Agency Holding the Meeting: Tennessee Valley Authority (Meeting No. 07-06). Time and Date: 9 a.m. EST, November 29, 2007, TVA West Tower Auditorium, 400 West Summit Hill Drive, Knoxville, Tennessee 37902. Agenda Old Business Approval of minutes of September 27, 2007, Board Meeting. New Business 1. President's Report 2. Report of the Finance, Strategy, and Rates Committee A. Tax-equivalent payments for FY 07 and estimated payments for FY 08 B. Retention of Net Power Proceeds and Nonpower Proceeds and Payments to the U.S. Treasury C. Customer issues i. Rate adjustment to the Fuel Cost Adjustment baseline ii. Market days option for 5-minute response interruptible product 3. Report of the Operations, Environment, and Safety Committee A. Gas capacity expansion B. Contracts with BHP Billiton and Areva for uranium fuel 4. Report of the Human Resources Committee A. Executive compensation approvals for FY 08 B. Amendments to the TVA Retirement System plans 5. Report of the Audit and Ethics Committee 6. Report of the Community Relations Committee 7. Report of the Corporate Governance Committee FOR FURTHER INFORMATION: Please call Media Relations at

(865)632-6000, Knoxville, Tennessee. People who plan to attend the meeting and have special needs should call

(865)632-6000. Anyone who wishes to comment on any of the agenda in writing may send their comments to: TVA Board of Directors, Board Agenda Comments, 400 West Summit Hill Drive, Knoxville, Tennessee 37902. Dated: November 21, 2007. Maureen H. Dunn, General Counsel and Secretary. [FR Doc. 07-5855 Filed 11-23-07; 9:41 am]

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