Notices. Notice

38,634 words·~176 min read·/register/2007/12/27/07-6179

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

BILLING CODE 6325-38-M OFFICE OF PERSONNEL MANAGEMENT Submission for OMB Review; Comment Request for Extension of a Currently Approved Information Collection: OPM 1530 AGENCY: Office of Personnel Management. ACTION: Notice. SUMMARY: In accordance with the Paperwork Reduction Act of 1995 (Pub. L. 104-13, May 22, 1995), this notice announces that the Office of Personnel Management

(OPM)submitted to the Office of Management and Budget

(OMB)a request for extension of a currently approved information collection. OPM Form 1530, Report of Medical Examination of Person Electing Survivor Benefit Under the Civil Service Retirement System, is used to collect information regarding an annuitant's health so that OPM can determine whether the insurable interest survivor benefit election can be allowed. Approximately 500 OPM Form 1530 will be completed annually. We estimate it takes approximately 90 minutes to complete the form. The annual burden is 750 hours. For copies of this proposal, contact Mary Beth Smith-Toomey on

(202)606-8358, FAX

(202)418-3251 or via E-mail to *MaryBeth.Smith-Toomey@opm.gov* . Please include a mailing address with your request. DATES: Comments on this proposal should be received within 30 calendar days from the date of this publication. ADDRESSES: Send or deliver comments to— Ronald Melton, Deputy Assistant Director, Retirement Services Program, Center for Retirement and Insurance Services, U.S. Office of Personnel Management, 1900 E Street, NW., Room 3305, Washington, DC 20415-3500. and Brenda Aguilar, OPM Desk Officer, Office of Information & Regulatory Affairs, Office of Management and Budget, New Executive Office Building, NW., Room 10235, Washington, DC 20503. For Information Regarding Administrative Coordination—Contact: Cyrus S. Benson, Team Leader, Publications Team, RIS Support Services/Support Group,

(202)606-0623. U.S. Office of Personnel Management. Howard Weizmann, Deputy Director. [FR Doc. E7-25062 Filed 12-26-07; 8:45 am] BILLING CODE 6325-38-P OFFICE OF PERSONNEL MANAGEMENT Submission for OMB Review; Comment Request for Review of a Revised Information Collection: Federal Employees Health Benefits

(FEHB)Open Season Express Interactive Voice Response

(IVR)System AGENCY: Office of Personnel Management. ACTION: Notice. SUMMARY: In accordance with the Paperwork Reduction Act of 1995 (Pub. L. 104-13, May 22, 1995), this notice announces that the Office of Personnel Management

(OPM)has submitted to the Office of Management and Budget

(OMB)a request for review of a revised information collection. The Federal Employees Health Benefits

(FEHB)Open Season Express Interactive Voice Response

(IVR)System and the Open Season Web site, Open Season Online, are used by retirees and survivors. They collect information for changing FEHB enrollments, collecting dependent and other insurance information for self and family enrollments, requesting plan brochures, requesting a change of address, requesting cancellation or suspension of FEHB benefits, asking to make payment to the Office of Personnel Management when the FEHB payment is greater than the monthly annuity amount, or for requesting FEHB plan accreditation and Customer Satisfaction Survey information. We receive approximately 215,000 responses per year to the IVR system and the online web. Each response takes approximately 10 minutes to complete. The annual burden is 35,833 hours. For copies of this proposal, contact Mary Beth Smith-Toomey on

(202)606-8358, FAX

(202)418-3251 or via e-mail to *MaryBeth.Smith-Toomey@opm.gov* . Please include a mailing address with your request. DATES: Comments on this proposal should be received within 30 calendar days from the date of this publication. ADDRESSES: Send or deliver comments to— Ronald W. Melton, Deputy Assistant Director, Retirement Services Program, Center for Retirement and Insurance Services, U.S. Office of Personnel Management, 1900 E Street, NW., Room 3305, Washington, DC 20415-3500. and Brenda Aguilar, OPM Desk Officer, Office of Information & Regulatory Affairs, Office of Management and Budget, New Executive Office Building, NW., Room 10235, Washington, DC 20503. For Information Regarding Administrative Coordination—Contact: Cyrus S. Benson, Team Leader, Publications Team, RIS Support Services/Support Group,

(202)606-0623. U.S. Office of Personnel Management. Howard Weizmann, Deputy Director. [FR Doc. E7-25063 Filed 12-26-07; 8:45 am] BILLING CODE 6325-38-P OFFICE OF PERSONNEL MANAGEMENT Submission for OMB Review; Comment Request for Review of a Revised Information Collection: RI 25-14 and RI 25-14A AGENCY: Office of Personnel Management. ACTION: Notice. SUMMARY: In accordance with the Paperwork Reduction Act of 1995 (Pub. L. 104-13, May 22, 1995 and 5 CFR part 1320), this notice announces that the Office of Personnel Management

(OPM)has submitted to the Office of Management and Budget

(OMB)a request for review of a revised information collection. RI 25-14, Self-Certification of Full-Time School Attendance For The School Year, is used to survey survivor annuitants who are between the ages of 18 and 22 to determine if they meet the requirements of Section 8341(a)(4)(C), and Section 8441, title 5, U.S. Code, to receive benefits as a student. RI 25-14A, Information and Instructions for Completing the Self-Certification of Full-Time School Attendance, provides instructions for completing the Self-Certification of Full-Time School Attendance For The School Year Survey form. Approximately 14,000 RI 25-14 forms are completed annually. We estimate it takes approximately 12 minutes to complete the form. The annual burden is 2,800 hours. For copies of this proposal, contact Mary Beth Smith-Toomey on

(202)606-8358, fax

(202)418-3251 or e-mail to *MaryBethSmith-Toomey@opm.gov.* Please include your mailing address with your request. DATES: Comments on this proposal should be received within 30 calendar days from the date of this publication. ADDRESSES: Send or deliver comments to— Ronald W. Melton, Deputy Assistant Director, Retirement Services Program, Center for Retirement and Insurance Services, U.S. Office of Personnel Management, 1900 E Street, NW., Room 3349, Washington, DC 20415-3540. and Brenda Aguilar, OPM Desk Officer, Office of Information & Regulatory Affairs, Office of Management and Budget, New Executive Office Building, NW., Room 10235, Washington, DC 20503. For Information Regarding Administrative Coordination—Contact: Cyrus S. Benson, Team Leader, Publications Team, RIS Support Services/Support Group,

(202)606-0623. U.S. Office of Personnel Management. Howard Weizmann, Deputy Director. [FR Doc. E7-25093 Filed 12-26-07; 8:45 am] BILLING CODE 6325-38-P OFFICE OF PERSONNEL MANAGEMENT Submission for OMB Review; Comment Request for Review of a Revised Information Collection; SF 2802 and SF 2802A AGENCY: Office of Personnel Management. ACTION: Notice. SUMMARY: In accordance with the Paperwork Reduction Act of 1995 (Public Law 104-13, May 22, 1995), this notice announces that the Office of Personnel Management

(OPM)has submitted to the Office of Management and Budget

(OMB)a request for review of a revised information collection. SF 2802, Application for Refund of Retirement Deductions (Civil Service Retirement System) is used to support the payment of monies from the Retirement Fund. It identifies the applicant for refund of retirement deductions. SF 2802A, Current/Former Spouse's Notification of Application for Refund of Retirement Deductions, is used to comply with the legal requirement that any spouse or former spouse of the applicant has been notified that the former employee is applying for a refund. Approximately 3,741 SF 2802 forms are completed annually. We estimate it takes approximately one hour to complete the form. The annual estimated burden is 3,741 hours. Approximately 3,389 SF 2802A forms are processed annually. We estimate it takes approximately 15 minutes to complete this form. The annual burden is 847 hours. The total annual burden is 4,588 hours. For copies of this proposal, contact Mary Beth Smith-Toomey on

(202)606-8358, FAX

(202)418-3251 or via e-mail to *MaryBeth.Smith-Toomey@opm.gov* . Please include a mailing address with your request. DATES: Comments on this proposal should be received within 30 calendar days from the date of this publication. ADDRESSES: Send or deliver comments to—Ronald W. Melton, Deputy Assistant Director, Retirement Services Group, Center for Retirement and Insurance Services, U.S. Office of Personnel Management, 1900 E Street, NW., Room 3305, Washington, DC 20415-3500, and Brenda Aguilar, OPM Desk Officer, Office of Information & Regulatory Affairs, Office of Management and Budget, New Executive Office Building, NW., Room 10235, Washington, DC 20503. For Information Regarding Administrative Coordination— Contact: Cyrus S. Benson, Team Leader, Publications Team, RIS Support Services/Support Group,

(202)606-0623. U.S. Office of Personnel Management. Howard Weizmann, Deputy Director. [FR Doc. E7-25095 Filed 12-26-07; 8:45 am] BILLING CODE 6325-38-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 20549-0213. *Extensions:* Form 6-K; OMB Control No. 3235-0116, SEC File No. 270-107. 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 the request for extension of the previously approved collection of information discussed below. Form 6-K (17 CFR 249.306) elicits material information from foreign private issuers of publicly traded securities promptly after the occurrence of specified or other important corporate events so that investors have current information upon which to base investment decisions. The purpose of Form 6-K is to ensure that U.S. investors have access to the same information that foreign investors do when making investment decisions. Form 6-K is a public document and all information provided is mandatory. Form 6-K takes approximately 8.7 hours per response and is filed by approximately 12,022 issuers annually. We estimate 75% of the 8.7 hours per response (6.525 hours) is prepared by the issuer for a total annual reporting burden of 78,444 hours (6.525 hours per response × 12,022 responses). The remaining burden hours are reflected as a cost to the foreign private issuers. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. Written comments regarding the above information should be directed to the following persons:

(i)Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503 or send 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, Virginia 22312; or send an e-mail to: *PRA_Mailbox@sec.gov* . Comments must be submitted to OMB within 30 days of this notice. Dated: December 17, 2007. Florence E. Harmon, Deputy Secretary. [FR Doc. E7-24996 Filed 12-26-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56982; File No. SR-Amex-2007-79] Self-Regulatory Organizations; American Stock Exchange LLC; Notice of Filing of Proposed Rule Change as Modified by Amendments No. 1 and 2 Relating to Independent Directors and Audit Committee Members December 18, 2007. Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on September 18, 2007, the American Stock Exchange LLC (“Amex” or “Exchange”), filed with the Securities and Exchange Commission (“SEC” or “Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been substantially prepared by Amex. On November 8, 2007, Amex submitted Amendment No. 1 to the proposed rule change. 3 On November 16, 2007, Amex submitted Amendment No. 2 to the proposed rule change. 4 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 replaced and superseded the original filing in its entirety. 4 Amendment No. 2 replaced and superseded Amendment No. 1 in its entirety. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend sections 802 and 803 of the Amex Company Guide (“Company Guide”) in order to modify the cure period available to a listed issuer that loses an independent director or audit committee member. In addition, the Exchange proposes to reorganize sections 121, 126, 801, 802, 803, 804 and 805 of the Company Guide to consolidate the provisions related to independent director and audit committee requirements. The text of the proposed rule change is available at Amex's Office of the Secretary, at the Commission's Public Reference Room, and on Amex's Web site at *http://www.amex.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, Amex 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. Amex 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 Most listed issuers are required to maintain a majority independent board and an audit committee comprised of at least three independent directors who meet the general Amex independence criteria specified in section 121 of the Company Guide, as well as the audit committee independence requirements mandated by Rule 10A-3 under the Act 5 and section 803 of the Company Guide. Section 121B(2)(c) of the Company Guide provides an exemption for small business issuers (“Small Business Issuers”) 6 which states that Small Business Issuers are only required to maintain a board of directors comprised of at least 50% independent directors and an audit committee of at least two members, comprised solely of independent directors who also meet the requirements of Rule 10A-3 under the Act. 7 5 17 CFR 240.10A-3. 6 A “small business issuer” is generally defined as a company whose annual revenue is less than $25 million and whose “public float” is less than $25 million. *See* Item 10(a)(1) of SEC Regulation S-B (17 CFR 228.10(a)(1)). 7 17 CFR 240.10A-3. Issuers that lose an independent audit committee member because the director ceases to be “independent” pursuant to Rule 10A-3 of the Act 8 or section 121A of the Company Guide for reasons outside his or her reasonable control are afforded a cure period to replace the director. 9 The cure period lasts until the earlier of the company's next annual shareholders' meeting or one year from the date of the event that caused the noncompliance and is based on Rule 10A-3(a)(3) under the Act, 10 which permits an exchange to provide such a cure period. 8 *Id.* 9 *See* Section 803(a) of the Company Guide. 10 17 CFR 240.10A-3(a)(3). Currently, the Company Guide does not provide an explicit cure period for a listed issuer that fails to comply with the audit committee requirements due to a vacancy on its audit committee. Further, the Company Guide does not provide an explicit cure period for a listed issuer that fails to comply with the majority independent board requirements due to a vacancy or if a director ceases to be independent due to circumstances beyond his or her reasonable control. The Exchange proposes to provide a cure period to apply to situations in which an issuer becomes non-compliant with the audit committee requirements due to a vacancy 11 or the majority independent board requirements as a result of either

(i)a vacancy or

(ii)if a director ceases to be independent due to circumstances beyond his or her reasonable control. 12 The proposed rule change would provide that if the annual shareholders' meeting occurs no later than 180 days following the event that caused the issuer's failure to comply with the majority independent board requirement or the audit committee composition requirement, the listed issuer (other than a Small Business Issuer) will instead have 180 days from the event to regain compliance. 13 The 180-day minimum cure period will help assure adequate time for companies to conduct an appropriate search process for a qualified replacement for an independent director or audit committee member. 11 *See* proposed Section 803B(6)(b) of the Company Guide. 12 *See* proposed Section 802(b) of the Company Guide. 13 *See* proposed Sections 803B(6)(b) and 802(b) of the Company Guide. Currently, the Nasdaq Stock Market, Inc. (“Nasdaq”) provides a similar cure period for its listed issuers with a vacancy on the board or audit committee, 14 though Nasdaq does not provide an exemption for Small Business Issuers. Section 121B(2)(c) of the Company Guide provides an exemption for Small Business Issuers in that they are only required to maintain a board of directors comprised of at least 50% independent directors, and an audit committee of at least two members, comprised solely of independent directors who also meet the requirements of Rule 10A-3 under the Act. 15 In the event that a Small Business Issuer elects to have more than two members on its audit committee, a vacancy of one of the audit committee members will not trigger a violation of the audit committee requirements under section 121B(2)(c) of the Company Guide. If, on the other hand, a Small Business Issuer decides to have only two members on its audit committee, it becomes imperative that a vacancy on the audit committee be filled as quickly and efficiently as possible. Thus, in light of the exemption provided to Small Business Issuers, Amex proposes that if the annual shareholders' meeting of a Small Business Issuer occurs no later than 75 days following the event that caused the failure to comply with the audit committee composition requirement, that such Small Business Issuer have 75 days from the event to regain compliance. 16 14 *See* Nasdaq Rule 4350(d)(4)(B). *See also* Securities Exchange Act Release No. 54421(September 11, 2006), 71 FR 54698 (September 18, 2006) (SR-NASDAQ-2006-011). 15 17 CFR 240.10A-3. 16 *See* proposed Section 803B(6)(b). Amex also proposes to reorganize sections 121, 126, 801, 802, 803, 804, and 805 of the Company Guide to consolidate the provisions related to independent director and audit committee requirements. The Exchange believes that the proposed changes strike an appropriate balance between the shareholder protections provided by an independent board and audit committee and the time that is generally needed to replace an independent director and/or audit committee member. Moreover, the Exchange expects the use of the explicit cure period to provide greater transparency and clarity to the process, as well as greater uniformity with the corporate governance standards of other national securities exchanges. 2. Statutory Basis The proposed rule change is consistent with section 6(b) of the Act, 17 in general, and furthers the objectives of section 6(b)(5) of the Act, 18 in particular, in that it is designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and to protect investors and the public interest. 17 15 U.S.C. 78f(b). 18 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The proposed rule change will impose no 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 on this proposal. 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 Amex consents, the Commission will:

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

(1)Amend NASDAQ Rules 4420(i), 4420(j), and 4630 to permit the trading of Portfolio Depository Receipts, Index Fund Shares, and Commodity-Related Securities (collectively, “ETFs”), respectively, during NASDAQ's Pre- and Post-Market Sessions; 3

(2)add new NASDAQ Rule 4631, which would require certain disclosures to be made by members to their non-member customers prior to accepting orders for trading as a result of the proposed extended trading hours for ETFs;

(3)allow certain ETFs currently approved for trading on the Exchange pursuant to unlisted trading privileges (“UTP”) to trade during NASDAQ's Pre- and Post-Market Sessions; and

(4)make certain technical, clarifying changes to NASDAQ Rules 4420(i) and 4420(j) relating to the dissemination of the underlying index value with respect to Non-US Component Stocks 4 included in the index. The text of the proposed rule change is available at the Exchange's principal office, the Commission's Public Reference Room, and *http://nasdaq.complinet.com* . 3 NASDAQ defines the Pre-Market Session as the trading session that begins at 7 a.m. and continues until 9:30 a.m. The Post-Market Session means the trading session that begins at 4 p.m. or 4:15 p.m. and continues until 8 p.m. The Regular Market Session means the trading session from 9:30 a.m. until 4 p.m. or 4:15 p.m. *See* NASDAQ Rule 4120(b)(4). 4 Non-US Component Stocks are equity securities that:

(1)Are not registered under Sections 12(a) or 12(g) of the Act (15 U.S.C. 78l(a) and 15 U.S. 78 *l* (g));

(2)are issued by an entity that is not organized, domiciled, or incorporated in the United States; and

(3)are issued by an entity that is an operating company (including Real Estate Investment Trusts and income trusts, but excluding investment trusts, unit trusts, mutual funds, and derivatives). *See* NASDAQ Rules 4420(i)(1)(D) and 4420(j)(1)(D). II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item III below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose NASDAQ states that its members currently trade a wide variety of ETFs on the Exchange pursuant to UTP in accordance with NASDAQ Rules 4420(i), 4420(j), and 4630 and has confined member trading in such ETFs to only the Exchange's Regular Market Session. This trading restriction is premised on the unavailability of an updated current index value and/or Intraday Indicative Value 5 during the Pre- and Post-Market Sessions. Under the proposal, NASDAQ seeks to permit trading in ETFs during the Pre-Market and Post-Market Sessions, provided that its members provide non-members certain pre-trade disclosures prior to accepting non-member orders in such ETFs. Accordingly, the Exchange proposes to amend NASDAQ Rules 4420(i), 4420(j), and 4630 to allow members to trade ETFs during all three Market Sessions and limit the hours during which the dissemination of applicable current index values and updated Intraday Indicative Values 6 are required. Because the applicable current index values and updated Intraday Indicative Values may not be available during the Pre- and Post-Market Sessions, the Exchange will require such updated values to be disseminated only during the Regular Market Session and the last computed index value and Intraday Indicative Value to be disseminated when such values do not change. Specifically with respect to NASDAQ Rule 4630, NASDAQ proposes to clarify that all securities approved pursuant to this rule are eligible for trading during all Exchange Market Sessions, provided that its members provide non-member customers certain disclosures prior to accepting non-member customer orders for execution in the Pre-Market and Post-Market Sessions. 5 The Intraday Indicative Value is also sometimes referred to as the Indicative Optimized Portfolio Value, the Indicative Fund Value, the Indicative Trust Value, and the Indicative Partnership Value, depending on the type of ETF being traded and the terminology used. 6 *See* NASDAQ Rules 4420(i)(3)(C) and 4420(j)(3)(C) (describing the Intraday Indicative Value and its dissemination requirements). NASDAQ proposes to add new Rule 4631, which would require Exchange members to disclose to non-member customers the risks associated with trading in the Pre-Market and Post-Market Sessions, including the lack of dissemination of the applicable updated index value and the Intraday Indicative Value for ETFs during such sessions. In particular, new NASDAQ Rule 4631 will require members to disclose that, because the Intraday Indicative Value is not calculated or widely disseminated during the Pre-Market and Post-Market Sessions, an investor who is unable to calculate an implied value for an ETF in those sessions may be at a disadvantage to market professionals. The Exchange believes that requiring members to disclose this risk to non-member customers will facilitate informed participation in extended-hours trading. NASDAQ notes that NYSE Arca, Inc. has amended its rules to similarly allow for extended-hours trading in ETFs, as long as similar mandatory disclosures are made by its members prior to accepting non-member customer orders. 7 7 *See* Securities Exchange Act Release Nos. 56625 (October 5, 2007), 72 FR 58144 (October 12, 2007) (SR-NYSEArca-2007-73) (approving certain changes to the generic listing standards for certain ETFs); 56270 (August 15, 2007), 72 FR 47109 (August 22, 2007) (SR-NYSEArca-2007-74) (requiring disclosure by members of additional risks associated with trading ETFs during all trading sessions); and 56627 (October 5, 2007), 72 FR 58145 (October 12, 2007) (SR-NYSEArca-2007-75) (approving extended trading hours for certain ETFs). The Exchange also proposes to make certain technical changes to NASDAQ Rules 4420(i) and 4420(j) to make clear that, with respect to Non-US Component Stocks that are included in an underlying combination index, the impact on such combination index must be disseminated at least every 60 seconds during the Regular Market Session. This proposed change to NASDAQ Rules 4420(i) and 4420(j) corresponds to the dissemination requirements for indexes based on Non-US Component Stocks. In addition to amending NASDAQ Rules 4420(i), 4420(j), 4630 and adding new NASDAQ Rule 4631, the Exchange proposes to permit the trading of ETFs, previously approved by the Commission, during the Pre-Market and Post-Market Sessions, subject to the mandatory disclosure requirements proposed in new NASDAQ Rule 4631. Specifically, the Exchange proposes that the following ETFs be eligible for trading during the Pre-Market and Post-Market Sessions upon approval of the proposed amendments to NASDAQ Rules 4420(i), 4420(j), 4630, and new NASDAQ Rule 4631: • iShares GSCI Commodity-Indexed Trust; 8 8 *See* Securities Exchange Act Release No. 55861 (June 5, 2007), 72 FR 32153 (June 11, 2007) (SR-NASDAQ-2007-054). • the PowerShares DB Energy Fund; the PowerShares DB Oil Fund; the PowerShares DB Precious Metals Fund; the PowerShares DB Gold Fund; the PowerShares DB Silver Fund; the PowerShares DB Base Metals Fund; and the PowerShares DB Agriculture Fund; 9 9 *See* Securities Exchange Act Release No. 55862 (June 5, 2007), 72 FR 32380 (June 12, 2007) (SR-NASDAQ-2007-053). • United States Natural Gas Fund; 10 10 *See* Securities Exchange Act Release No. 55781 (May 17, 2007), 72 FR 29191 (May 24, 2007) (SR-NASDAQ-2007-052). • PowerShares DB Commodity Index Tracking Fund; 11 11 *See* Securities Exchange Act Release No. 55767 (May 15, 2007), 72 FR 28733 (May 22, 2007) (SR-NASDAQ-2007-051). • PowerShares DB G10 Currency Harvest Fund; 12 12 *See* Securities Exchange Act Release No. 55739 (May 10, 2007), 72 FR 27885 (May 17, 2007) (SR-NASDAQ-2007-049). • Claymore MACROshares Oil Up Tradeable Shares and Claymore MACROshares Oil Down Tradeable Shares; 13 13 *See* Securities Exchange Act Release No. 55740 (May 10, 2007), 72 FR 27889 (May 17, 2007) (SR-NASDAQ-2007-048). • iPath Exchange-Traded Notes Linked to the Performance of the GSCI Total Return Index; iPath Exchange-Traded Notes Linked to the Performance of the Dow Jones—AIG Commodity Index Total Return; and iPath Exchange Traded Notes Linked to the Performance of the Goldman Sachs Crude Oil Total Return Index; 14 14 *See* Securities Exchange Act Release No. 55760 (May 15, 2007), 72 FR 28736 (May 22, 2007) (SR-NASDAQ-2007-046). • United States Oil Fund, LP; 15 15 *See* Securities Exchange Act Release No. 55761 (May 15, 2007), 72 FR 28739 (May 22, 2007) (SR-NASDAQ-2007-045). • PowerShares DB U.S. Dollar Index Bullish Fund and PowerShares DB U.S. Dollar Index Bearish Fund; 16 16 *See* Securities Exchange Act Release No. 55489 (March 19, 2007), 72 FR 13843 (March 23, 2007) (SR-NASDAQ-2007-023). • iShares Silver Trust; 17 17 *See* Securities Exchange Act Release No. 55385 (March 2, 2007), 72 FR 10797 (March 9, 2007) (SR-NASDAQ-2007-018). • iShares COMEX Gold Trust; 18 18 *See* Securities Exchange Act Release No. 55380 (March 1, 2007), 72 FR 10280 (March 7, 2007) (SR-NASDAQ-2007-014). • Four Ultra Funds listed and traded on the American Stock Exchange LLC (“Amex”) pursuant to Commission order on May 10, 2006:

(1)Ultra S&P 500;

(2)Ultra Nasdaq-100;

(3)Ultra Dow 30; and

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

(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 SmallCap600/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; 19 19 *See* Securities Exchange Act Release No. 55353 (February 26, 2007), 72 FR 9802 (March 5, 2007) (SR-NASDAQ-2007-011). • Four Short Funds listed and traded on Amex pursuant to Commission order on May 10, 2006:

(1)Short S&P 500;

(2)Short Nasdaq-100;

(3)Short Dow 30; and

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

(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; 20 20 *See id* . • Four UltraShort Funds listed and traded on Amex pursuant to Commission order on June 23, 2006:

(1)UltraShort S&P 500;

(2)UltraShort Nasdaq-100;

(3)UltraShort Dow 30; and

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

(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; 21 21 *See id.* • iShares Lehman TIPS Bond Fund; iShares Lehman Aggregate Bond Fund; iShares iBoxx $ Investment Grade Corporate Bond Fund; iShares Lehman 20+ Year Treasury Bond Fund; iShares 7-10 Year Treasury Bond Fund; iShares Lehman 1-3 Year Treasury Bond Fund; iShares Lehman Short Treasury Bond Fund; iShares Lehman 3-7 Year Treasury Bond Fund; iShares Lehman 10-20 Year Treasury Bond Fund; iShares Lehman 1-3 Year Credit Bond Fund; iShares Lehman Intermediate Credit Bond Fund; iShares Lehman Credit Bond Fund; iShares Lehman Intermediate Government/Credit Bond Fund; and iShares Lehman Government/Credit Bond Fund; 22 and 22 *See* Securities Exchange Act Release No. 55300 (February 15, 2007), 72 FR 8227 (February 23, 2007) (SR-NASDAQ-2007-002). • CurrencyShares TM Australian Dollar Trust that issues Australian Dollar Shares; CurrencyShares TM British Pound Sterling Trust that issues British Pound Sterling Shares; CurrencyShares TM Canadian Dollar Trust that issues Canadian Dollar Shares; CurrencyShares TM Euro Trust that issues Euro Shares; CurrencyShares TM Japanese Yen Trust that issues Japanese Yen Shares; CurrencyShares TM Mexican Peso Trust that issues Mexican Peso Shares; CurrencyShares TM Swedish Krona Trust that issues Swedish Krona Shares; and CurrencyShares TM Swiss Franc Trust that issues Swiss Franc Shares. 23 23 *See* Securities Exchange Act Release No. 55344 (February 23, 2007), 72 FR 9799 (March 5, 2007) (SR-NASDAQ-2006-057). In support of this proposed rule change, the Exchange states that the representations in the Commission approval orders for the foregoing ETFs continue to apply and would be applicable to trading during all three trading sessions on NASDAQ. Specifically, the Exchange makes the following representations: 1. The Exchange has appropriate rules to facilitate transactions in shares of the above ETFs during all trading sessions. The Exchange deems such shares to be equity securities, thus rendering trading in such shares subject to NASDAQ's existing rules governing the trading of equity securities. 2. NASDAQ's surveillance procedures are adequate to properly monitor trading of shares of the above ETFs in all trading sessions. 24 24 NASDAQ states that it may obtain information via the Intermarket Surveillance Group (“ISG”) from other exchanges that are members or affiliate members of ISG. In addition, as referenced in the applicable Commission approval orders, NASDAQ has in place information sharing agreements with the relevant exchange(s). 3. NASDAQ has distributed an Information Circular to members prior to the commencement of trading of the shares of the above ETFs on the Exchange that explains the terms, characteristics, and risks of trading such shares. 4. NASDAQ will require members with a customer who purchases newly-issued shares of the above ETFs in any trading session on the Exchange to provide that customer with a product description, if available, or a prospectus, and has noted this delivery requirement in the Information Circular. 5. When NASDAQ is the UTP trading market, NASDAQ will cease trading in the shares of ETFs during all trading sessions if

(a)the listing market stops trading such shares, or

(b)the listing market delists such shares. Additionally, NASDAQ may cease trading the shares if such other event shall occur or condition exists which, in the opinion of the Exchange, makes further dealings on NASDAQ inadvisable. UTP trading in the shares of ETFs is also governed by the trading halt provisions of NASDAQ Rules 4120 and 4121. 6. When NASDAQ is the listing market, NASDAQ may consider all relevant factors in exercising its discretion to halt or suspend trading in the shares of an ETF. Trading may be halted because of market conditions or for reasons that, in the view of the Exchange, make trading in the shares inadvisable. Factors for consideration may include

(a)the extent to which trading is not occurring in the securities or other instruments underlying an ETF, or

(b)whether other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present. In addition, trading in the shares of listed ETFs are subject to trading halts caused by extraordinary market volatility pursuant to NASDAQ's “circuit breaker” rule (NASDAQ Rule 4121) or by the halt or suspension of trading of the underlying securities or other instruments underlying an ETF. If the Intraday Indicative Value or the index value applicable to a series of shares is not being disseminated as required, the Exchange may halt trading during the day in which the interruption to the dissemination of the Intraday Indicative Value or the index value occurs. If the interruption to the dissemination of the Intraday Indicative Value or the index value persists past the trading day in which it occurred, the Exchange will halt trading no later than the beginning of the trading day following the interruption. 7. The Intraday Indicative Value and/or index value (or value of the underlying asset or instrument, if not an index) will continue to be disseminated during all three trading sessions, as reflected in the relevant proposed rule changes filed by the Exchange and approved by the Commission. NASDAQ intends to distribute to its members and make available on its Web site at *http://www.nasdaqtrader.com* a Regulatory Alert titled “Exchange-Traded Funds—Extended Trading Hours” that discloses, among other things:

(1)That the current underlying index value and Intraday Indicative Value may not be updated during the Pre-Market and Post-Market Sessions;

(2)that commodity and currency spot prices are available during the Regular Market Session, and commodity and currency futures prices generally will not be available during the Pre-Market and Post-Market Sessions; 25

(3)that lower liquidity in the Pre-Market and Post-Market Sessions may impact pricing;

(4)that higher volatility in the Pre-Market and Post-Market Sessions may impact pricing;

(5)that wider spreads may occur in the Pre-Market and Post-Market Sessions;

(6)the circumstances that trigger trading halts;

(7)required customer disclosures; 26 and

(8)suitability requirements. 25 Nasdaq states that, in certain cases, the futures or options markets for a particular commodity may be closed during part of the Regular Market Session, and the Intraday Indicative Value would be static for that particular future or options price, but widely disseminated. In addition, the prices of certain futures contracts in commodities ( *e.g.* , gold) and currencies are available on a 24-hour basis. 26 *See* proposed NASDAQ Rule 4631. The Exchange believes that, with this additional disclosure, it is appropriate to permit trading during all three of NASDAQ's trading sessions, notwithstanding the absence of a disseminated updated index value or Intraday Indicative Value during all or part of NASDAQ's trading hours. In addition, NASDAQ notes that, if the official index value does not change during some or all of the period when trading is occurring on the Exchange (for example, because of time zone differences or holidays in countries where the index component stocks trade), then the last calculated official index value must remain available throughout NASDAQ trading hours. Similarly, if the Intraday Indicative Value does not change during any portion of NASDAQ trading hours, then the last official calculated Intraday Indicative Value must remain available throughout NASDAQ trading hours. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with section 6(b) of the Act, 27 in general, and furthers the objectives of section 6(b)(5) of the Act, 28 in particular, in that it is designed to prevent fraudulent and manipulative acts and practices; to promote just and equitable principles of trade; to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities; to remove impediments to and perfect the mechanism of a free and open market and a national market system; and, in general, to protect investors and the public interest. 27 15 U.S.C. 78f(b). 28 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 result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others Written comments on the proposed rule change were neither solicited nor received. III. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send e-mail to *rule-comments@sec.gov* . Please include File Number SR-NASDAQ-2007-098 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC, 20549-1090. All submissions should refer to File Number SR-NASDAQ-2007-098. 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-NASDAQ-2007-098 and should be submitted on or before January 17, 2008. IV. Commission's Findings and Order Granting Accelerated Approval of the Proposed Rule Change After careful consideration, the Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange. 29 In particular, the Commission finds that the proposed rule change is consistent with section 6(b)(5) of the Act, 30 which requires, among other things, that the rules of a national securities exchange be designed to promote just and equitable principles of trade; to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities; to remove impediments to and perfect the mechanism of a free and open market and a national market system; and, in general, to protect investors and the public interest. 29 In approving this proposed rule change, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 30 15 U.S.C. 78f(b)(5). The Commission believes that the proposal reasonably balances the removal of impediments to a free and open market with the protection of investors and the public interest, two principles set forth in section 6(b)(5) of the Act. Trading during extended hours carries more risks than during regular business hours. With ETFs in particular, customers who trade when a fund's Intraday Indicative Value is not calculated and publicly disseminated may be at a disadvantage to professional traders who have their own means of calculating a reliable estimate of the fund's net asset value or “NAV.” The Exchange has represented that it will distribute to its members a Regulatory Alert that discusses this particular risk and other risks of trading ETFs outside of the Regular Market Session. In view of these additional disclosures, the Commission believes it is reasonable and consistent with the Act for the Exchange to extend the trading hours of the ETFs in the manner described in this proposal. The Commission finds good cause for approving the proposed rule change before the 30th day after the date of publication of notice of filing thereof in the **Federal Register** . The Commission notes that it has previously approved similar proposals made by another national securities exchange. 31 Those proposals were subject to full notice-and-comment periods before Commission action, and no comments were received. The Commission presently is not aware of any regulatory issue that should cause it to revisit those findings or should preclude the extension of trading hours of the ETFs on the Exchange. Therefore, the Commission believes that accelerating approval of this proposal is reasonable. 31 *See* Securities Exchange Act Release Nos. 56625 (October 5, 2007), 72 FR 58144 (October 12, 2007) (SR-NYSEArca-2007-73) (approving certain changes made to the generic listing standards for certain ETFs) and 56627 (October 5, 2007), 72 FR 58145 (October 12, 2007) (SR-NYSEArca-2007-75) (approving extended trading hours for certain ETFs). V. Conclusion IT IS THEREFORE ORDERED, pursuant to section 19(b)(2) of the Act, 32 that the proposed rule change (SR-NASDAQ-2007-098) be, and it hereby is, approved on an accelerated basis. 32 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 33 33 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-24989 Filed 12-26-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56984; File No. SR-NYSE-2007-110] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of a Proposed Rule Change as Modified by Amendment No. 1 Thereto To Amend Listing Fees for Structured Products, Short-Term Securities, and Debt Securities December 18, 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 28, 2007, New York Stock Exchange, LLC (the “NYSE” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been substantially prepared by the Exchange. On December 17, 2007, NYSE filed Amendment No. 1 to the proposed rule change. The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to alter the listing fees applicable to structured products, short-term securities, and debt securities. The text of the proposed rule change is available at the Exchange's principal office, in the Commission's Public Reference Room, and at *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, NYSE 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. NYSE has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend Section 902 of the Listed Company Manual to alter the Exchange's listing fees applicable to structured products, short-term securities, and debt securities. This filing does not amend the listing fees applicable to equity securities of operating companies. Annual fees for structured products (Section 902.05) and short-term securities (Section 902.06) are currently subject to a minimum fee of $5,000 per year. The Exchange proposes to charge a supplement to the 2008 Annual Fees for the period from February 1, 2008, until year end. An issuer that would pay less than $15,000 in Annual Fees for 2008 would be required to pay a supplemental amount equal to the difference between its Annual Fee and $15,000. For 2009 and thereafter, the Exchange would increase the minimum annual fee to $15,000, as the Exchange believes that this is more appropriate than the current $5,000 minimum in light of the costs it incurs in connection with the listing of such securities. Annual fees will not be increased for short-term warrants to purchase equity securities (which would continue to be subject to a $5,000 minimum annual fee) and such warrants would not be subject to the supplemental payment for 2008. The Exchange currently applies the debt securities fee schedule set forth in Section 902.08 to securities listed under Section 703.19 and traded on NYSE Bonds. The Exchange proposes to amend Section 902.08 to impose a flat initial listing fee of $15,000 on all structured products (including short-term securities) listed under Section 703.19 and traded on NYSE Bonds. Currently, NYSE-listed companies and their affiliates pay no fees on structured products that trade on NYSE Bonds; the new proposed $15,000 initial listing fee would apply to all structured products listed on NYSE Bonds going forward. Section 902.08 would also be amended to impose a $15,000 initial listing fee on securities listed under the debt standard of Section 102.03 in place of the current fees. Debt listed under Section 102.03 of NYSE equity issuers and affiliated companies and of issuers exempt from registration under the Exchange Act would continue to be exempt from listing fees. 2. Statutory Basis The proposed rule change is consistent with Section 6(b) of the Exchange Act 3 in general, and furthers the objectives of Section 6(b)(5) 4 in particular in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, and to remove impediments to and perfect the mechanisms of a free and open market and a national market system. 3 15 U.S.C. 78f(b). 4 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 Exchange Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others Written comments were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the date of publication of this notice in the **Federal Register** or within such longer period

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

(ii)as to which the self-regulatory organization consents, the Commission will:

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

(B)Institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov* . Please include File Number SR-NYSE-2007-110 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSE-2007-110. 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 NYSE. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NYSE-2007-110 and should be submitted on or before January 17, 2008. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 5 5 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-24985 Filed 12-26-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56975; File No. SR-NYSEArca-2007-87] Self-Regulatory Organizations; NYSE Arca, Inc.; Order Approving a Proposed Rule Change, as Modified by Amendment No. 2 Thereto, To Amend Listing Fees for Structured Products December 17, 2007. On August 16, 2007, NYSE Arca, Inc. (“NYSE Arca” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 a proposed rule change to amend its Schedule of Fees and Charges (“Fee Schedule”) to revise the listing fees applicable to Structured Products 3 listed on NYSE Arca, LLC (“NYSE Arca Marketplace”), the equities facility of NYSE Arca Equities, Inc. (“NYSE Arca Equities”). The proposed revisions would apply retroactively as of October 3, 2007. On October 30, 2007, the Exchange filed Amendment No. 1 to the proposed rule change. On November 7, 2007, the Exchange filed Amendment No. 2 to the proposed rule change. 4 The proposed rule change and Amendment Nos. 1 and 2 thereto was published for comment in the **Federal Register** on November 15, 2007. 5 No comments regarding the proposed rule change have been received. This order approves the proposed rule change, as modified by Amendment No. 2. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 For purposes of this proposal, Structured Products include securities qualified for listing and trading on NYSE Arca under the following NYSE Arca Equities Rules: Rule 5.2(j)(1) (Other Securities), 5.2(j)(2) (Equity Linked Notes), Rule 5.2(j)(4) (Index-Linked Exchangeable Notes), Rule 5.2(j)(6) (Equity Index-Linked Securities, Commodity-Linked Securities and Currency-Linked Securities) and Rule 8.3 (Currency and Index Warrants), as these rules may be amended from time to time. 4 Amendment No. 2 replaced and superseded Amendment No. 1 in its entirety. 5 Securities Exchange Act Release No. 56767 (November 7, 2007), 72 FR 64265 (“Notice”). NYSE Arca proposes to revise its schedules for listing and annual fees for Structured Products to harmonize its fees with those of the New York Stock Exchange LLC (“NYSE”). 6 The fees for each Structured Product would depend on the number of shares outstanding for such product. 7 The proposed rule change also clarifies the types of products defined as “Structured Products.” The proposed revisions would apply retroactively as of October 3, 2007. 6 *See* Securities Exchange Act Release No. 56842 (November 27, 2007), 72 FR 67990 (December 3, 2007) (approving retroactively as of October 3, 2007 identical listing and annual fees for structured products listed on the NYSE). 7 For a detailed description of the revised fees, *see* Notice, *supra* at note 5. 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. 8 In particular, the Commission believes that the proposal is consistent with section 6(b)(4) of the Act, 9 which requires, among other things, that the rules of a national securities exchange be designed to provide for the equitable allocation of reasonable dues, fees, and other charges among its members and issuers and other persons using its facilities. The Commission notes that no comments have been received regarding the proposed rule change, and that the proposed fees are similar to those it approved for other national securities exchanges. 10 8 In approving this proposed rule change, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 9 15 U.S.C. 78f(b)(4). 10 *See supra* at note 6. IT IS THEREFORE ORDERED, pursuant to section 19(b)(2) of the Act, 11 that the proposed rule change (File No. SR-NYSEArca-2007-87), as modified by Amendment No. 2 thereto, be, and hereby is, approved. 11 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 12 12 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-24986 Filed 12-26-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56983; File No. SR-NYSEArca-2007-128] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To List and Trade Shares of the iShares MSCI Japan Small Cap Index Fund December 18, 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 December 13, 2007, NYSE Arca, Inc. (“NYSE Arca” or “Exchange”), through its wholly owned subsidiary, NYSE Arca Equities, Inc. (“NYSE Arca Equities”), filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been substantially prepared by the Exchange. On December 18, 2007, the Exchange filed Amendment No. 1 to the proposed rule change. This order provides notice of the proposed rule change, as amended, 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 The Exchange proposes to list and trade shares (“Shares”) of the iShares MSCI Japan Small Cap Index Fund (“Fund”). 3 The text of the proposed rule change is available at the Exchange's principal office, the Commission's Public Reference Room, and *http://www.nyse.com.* 3 The Shares will be issued by iShares, Inc., an open-ended management investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a). 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 list and trade the Shares of the Fund under NYSE Arca Equities Rule 5.2(j)(3), the Exchange's listing standards for Investment Company Units (“ICUs”). 4 The Fund seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of publicly traded securities in the aggregate in the Japanese market, as represented by the MSCI Japan Small Cap Index (the “Index”). The Index, which is designed to measure the small capitalization equity market performance in the Japanese market, consists of small capitalization stocks traded primarily on the Tokyo Stock Exchange. 4 An Investment Company Unit is a security that represents an interest in a registered investment company that holds securities comprising, or otherwise based on or representing an interest in, an index or portfolio of securities (or holds securities in another registered investment company that holds securities comprising, or otherwise based on or representing an interest in, an index or portfolio of securities). *See* NYSE Arca Equities Rule 5.2(j)(3)(A). NYSE Arca represents that the Shares meet each of the “generic” listing requirements of Commentary .01(a)(B) to NYSE Arca Equities Rule 5.2(j)(3) applicable to the listing of ICUs based on equity securities comprising international or global indexes, except for the requirement set forth in Commentary .01(a)(B)(2) to NYSE Arca Equities Rule 5.2(j)(3), which states that component stocks that, in the aggregate, account for at least 90% of the weight of the index each must have a minimum worldwide monthly trading volume during each of the last six months of at least 250,000 shares. The Exchange represents that, as of December 10, 2007, the component stocks comprising 88% of the weight of the Index traded at least 250,000 shares in each of the previous six months. Because the component stocks of the Index fall below the required minimum percentage in Commentary .01(a)(B)(2) to NYSE Arca Equities Rule 5.2(j)(3), the Exchange has filed the proposed rule change to obtain Commission approval to list and trade the Shares. The Exchange represents that, except for Commentary .01(a)(B)(2) to NYSE Arca Equities Rule 5.2(j)(3), the Shares currently satisfy all of the generic listing standards under NYSE Arca Equities Rule 5.2(j)(3) and further represents that the continued listing standards under NYSE Arca Equities Rule 5.5(g)(2) applicable to Investment Company Units shall apply to the Shares. Detailed descriptions of the Fund, the Index (including the methodology used to determine the composition of the Index), investment objective of the Fund, management and structure of the Fund, procedures and payment requirements for creating and redeeming Shares, transaction fees and expenses, dividends, distributions, taxes, reports to be distributed to beneficial owners of the Shares, availability of information regarding the Shares, and calculation and dissemination of key values can be found in the Registration Statement 5 or on the Web site for the Fund ( *http://www.ishares.com* ). 5 *See* iShares, Inc.'s Registration Statement on Form N-1A, as amended through July 19, 2007 (File Nos. 33-97598 and 811-09102) (“Registration Statement”). *Availability of Information.* The Exchange states that quotations and last-sale information regarding the Shares will be disseminated through the facilities of the Consolidated Tape Association (“CTA”). The Index value is calculated by Morgan Stanley Capital International, Inc. (“MSCI”), the Index provider, for each trading day in the applicable foreign exchange markets based on official closing prices in such exchange markets and publicly disseminates the Index values for the previous day's close. 6 MSCI or third-party major market data vendors will make available at least every 60 seconds an updated Index value when foreign trading market hours overlap with the Core Trading Session (9:30 a.m. to 4:15 p.m. Eastern Time or “ET”). 7 When the foreign markets are closed during Exchange trading hours, the Fund will provide closing Index values on *http://www.ishares.com.* iShares, Inc. will cause to be made available daily the names and required number of shares of each of the securities to be deposited in connection with the issuance of the Fund's Shares, as well as information relating to the required cash payment representing, in part, the amount of accrued dividends for the Fund. 6 The Exchange notes that, when a broker-dealer or a broker-dealer's affiliate, such as MSCI, is involved in the development and maintenance of a stock index upon which a product such as iShares is based, the broker-dealer or its affiliate should have procedures designed specifically to address the improper sharing of information. *See* Securities Exchange Act Release No. 52178 (July 29, 2005), 70 FR 46244 n.18 (August 9, 2005) (SR-NYSE-2005-41) (describing the procedures which must be in place to prevent the improper sharing of information). The Exchange represents that MSCI has implemented procedures to prevent the misuse of material, non-public information regarding changes to component stocks in the MSCI, in accordance with the requirements of Commentary .01(b)(1) to NYSE Arca Equities Rule 5.2(j)(3). 7 *See* NYSE Arca Equities Rule 7.34. In addition, the Indicative Optimized Portfolio Value or “IOPV” on a per-Share basis will be calculated by an independent third party and disseminated through the facilities of the CTA at least every 15 seconds during the Core Trading Session. 8 The Exchange states that, because the Fund utilizes a representative sampling strategy, the IOPV likely will not reflect the value of all securities included in the Index or necessarily reflect the precise composition of the current portfolio of securities held by the Fund at a particular moment. The Exchange notes that the IOPV disseminated during the Core Trading Session should not be viewed as a real-time update of the NAV of the Fund, which is calculated only once a day. 8 The Exchange states that there is an overlap in trading hours between the foreign and U.S. markets for the Fund and the foreign market that trades securities in the underlying Index. Therefore, the IOPV calculator will update the IOPV at least every 15 seconds to reflect price changes in the applicable foreign market and convert such prices into U.S. dollars based on the currency exchange rate. When the foreign market is closed and the U.S. markets are open, the IOPV will be updated at least every 15 seconds to reflect changes in currency exchange rates after the foreign market closes. The Fund administrator, State Street Bank and Trust Company, will calculate the net asset value or “NAV” for the Fund once a day on each day that the New York Stock Exchange LLC is open for trading, generally at 4 p.m. ET. The NAV will also be available to the public on *http://www.ishares.com* , from the Fund distributor by means of a toll-free phone number, and to participants of the National Securities Clearing Corporation. Information with respect to recent NAV, number of Shares outstanding, estimated cash amount and total cash amount per Creation Unit Aggregation, 9 and other data with respect to the Fund will also be disseminated prior to the opening of the Core Trading Session on a daily basis by means of CTA and Consolidated Quote High Speed Lines. In addition, the Web site for the Fund will contain the following information, on a per-Share basis:

(1)The prior business day's NAV, the mid-point of the bid-ask price at the time of calculation of such NAV (“Bid/Ask Price”), 10 and a calculation of the premium or discount of such price against such NAV; and

(2)data in chart format displaying the frequency distribution of discounts and premiums of the Bid/Ask Price against the NAV, within appropriate ranges, for each of the four previous calendar quarters. Finally, the Exchange states that MSCI's Web site at *http://www.mscibarra.com* will make available the components of the Index, and the holdings of the Fund will be available at *http://www.ishares.com.* The Exchange represents that the information on the Fund Web site will be available to all market participants at the same time. 9 *See* Registration Statement, *supra* note 5 (providing the definition of Creation Unit Aggregation and the procedures for purchasing and redeeming Shares). 10 The Bid-Ask Price of the Fund is determined using the highest bid and lowest offer on the Exchange as of the time of calculation of the Fund's NAV. *Trading Rules and Halts.* The Exchange deems the Shares to be equity securities, thus rendering trading in the Shares subject to the Exchange's existing rules governing the trading of equity securities. The Shares will trade on the Exchange from 4 a.m. to 8 p.m. ET in accordance with NYSE Arca Equities Rule 7.34. The Exchange represents that it has appropriate rules to facilitate transactions in the Shares during all trading sessions, including rules governing trading halts, as provided in NYSE Arca Equities Rule 5.5(g)(2)(b). *Surveillance.* The Exchange intends to utilize its existing surveillance procedures applicable to ICUs to monitor trading in the Shares. The Exchange represents that these procedures, which focus on detecting when securities trade outside their normal patterns, are adequate to properly monitor Exchange trading of the Shares in all trading sessions and to deter and detect violations of Exchange rules. The Exchange further represents that it may obtain information via the Intermarket Surveillance Group (“ISG”) from other exchanges that are members or affiliate members of ISG. 11 The Exchange states that it has a general policy prohibiting the distribution of material, non-public information by its employees. 11 The Exchange notes that the Tokyo Stock Exchange, which is the exchange on which the stocks comprising the Index are primarily traded, is an affiliate member of ISG. The Exchange further notes that one or more of the securities comprising the Index may trade on exchanges that are not members or affiliate members of ISG, and the Exchange may not have in place comprehensive surveillance sharing agreements with such exchanges. *Information Bulletin.* Prior to the commencement of trading, the Exchange will inform its ETP Holders 12 in an Information Bulletin (“Bulletin”) of the special characteristics and risks associated with trading the Shares. Specifically, the Bulletin will discuss:

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

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

(3)how information regarding the IOPV is disseminated;

(4)the risks involved in trading the shares during the Opening and Late Trading Sessions when an updated IOPV will not be calculated or publicly available;

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

(6)trading information. In addition, the Bulletin will reference that the Fund is subject to various fees and expenses described in the Registration Statement and will also discuss any exemptive, no-action, or interpretive relief granted by the Commission from provisions of the Act and the rules thereunder. The Bulletin will also disclose that the NAV for the Shares will be calculated after 4 p.m. ET each trading day. 12 *See* NYSE Arca Equities Rule 1.1 (defining ETP Holder as a registered broker or dealer that is a sole proprietorship, partnership, corporation, limited liability company, or other organization in good standing that has been issued an Equity Trading Permit or “ETP”). 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with section 6(b) of the Act, 13 in general, and furthers the objectives of section 6(b)(5) of the Act, 14 in particular, in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, and to remove impediments to and perfect the mechanism of a free and open market and a national market system. 13 15 U.S.C. 78f(b). 14 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange states that written comments on the proposed rule change were neither solicited nor recieved. III. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-NYSEArca-2007-128 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-2007-128. 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-2007-128 and should be submitted on or before January 17, 2008. IV. Commission's Findings and Order Granting Accelerated Approval of the Proposed Rule Change After careful consideration, the Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange. 15 In particular, the Commission finds that the proposed rule change is consistent with section 6(b)(5) of the Act, 16 which requires that the rules of a national securities exchange be 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. 15 In approving this rule change, the Commission notes that it has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 16 15 U.S.C. 78f(b)(5). Although NYSE Arca Equities Rule 5.2(j)(3) permits the Exchange to list and trade ICUs, the Shares do not meet all of the generic listing requirements 17 under such rule because the components of the Index do not meet the requirements of Commentary .01(a)(B)(2) to NYSE Arca Equities Rule 5.2(j)(3). Commentary .01(a)(B)(2) to NYSE Arca Equities Rule 5.2(j)(3) requires that, upon the initial listing of any series of ICUs pursuant to Rule 19b-4(e) under the Act, component stocks that, in the aggregate, account for at least 90% of the weight of the Index or portfolio, must each have a minimum worldwide trading volume during each of the last six months of at least 250,000 shares. According to the Exchange, as of December 10, 2007, those component stocks comprising the Index that individually exceed the minimum worldwide monthly trading volume of 250,000 shares during each of the previous six months, in the aggregate, accounted for only 88% of the weight of the Index. Such percentage misses the minimum required threshold by 2%, and therefore the Shares cannot be listed and traded pursuant to the generic listing standards of NYSE Arca Equities Rule 5.2(j)(3). 17 The generic listing requirements under NYSE Arca Equities Rule 5.2(j)(3) permit the listing and trading of ICUs pursuant to Rule 19b-4(e) under the Act (17 CFR 240.19b-4(e)). Rule 19b-4(e) provides that the listing and trading of a new derivative securities product by a self-regulatory organization (“SRO”) shall not be deemed a proposed rule change, pursuant to Rule 19b-4(c)(1), if the Commission has approved, pursuant to Section 19(b) of the Act, the SRO's trading rules, procedures, and listing standards for the product class that would include the new derivatives securities product, and the SRO has a surveillance program for the product class. The Commission believes, however, that the listing and trading of the Shares is consistent with the Act. The Commission notes that, based on the Exchange's representations, the Shares otherwise meet all of the other applicable generic listing standards under NYSE Arca Equities Rule 5.2(j)(3). The Commission further notes that it has previously approved the listing and trading of derivative securities products based on indices that were composed of stocks that did not meet certain quantitative generic listing criteria by only a slight margin. 18 18 *See* , *e.g.* , Securities Exchange Act Release Nos. 55953 (June 25, 2007), 72 FR 36084 (July 2, 2007) (SR-NYSE-2007-46) (approving the listing and trading of shares of the HealthShares TM Orthopedic Repair exchange-traded fund where the component stocks comprising the index that individually exceeded the minimum worldwide monthly trading volume of 250,000 shares during each of the last six months accounted, in the aggregate, for 86.2% of the weight of the index) and 56695 (October 24, 2007), 72 FR 61413 (October 30, 2007) (SR-NYSEArca-2007-111) (approving the listing and trading of shares Shares of the HealthShares TM Ophthalmology exchange-traded fund where the component stocks comprising the index that individually exceeded the minimum worldwide monthly trading volume of 250,000 shares during each of the last six months accounted, in the aggregate, for only 88.2% of the weight of the index). The Commission also finds that the proposal is consistent with section 11A(a)(1)(C)(iii) of the Act, 19 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 and last-sale information for the Shares will be disseminated through the facilities of the CTA. MSCI or third-party major market data vendors will make available at least every 60 seconds an updated Index value during the Exchange's Core Trading Session. In addition, an independent third-party calculator will calculate and disseminate the IOPV through the facilities of the CTA at least every 15 seconds during the Exchange's Core Trading Session. Further, the Fund's Web site will disseminate information relating to the NAV and the Bid/Ask Price for the Shares, as well as the specific holdings of the Fund. 19 15 U.S.C. 78k-1(a)(1)(C)(iii). The Commission believes that the proposed rule change is reasonably designed to promote fair disclosure of information that may be necessary to appropriately price the Shares. Under Rule 5.2(j)(3)(v), the Exchange is required to obtain a representation from iShares, Inc. that the NAV per Share will be calculated daily and made available to all market participants at the same time. In addition, the Exchange represents that the Web site disclosure of the information regarding the Shares and the portfolio composition of the Fund will be made to all market participants at the same time. The Exchange further represents that MSCI has procedures in place that comply with the requirements of Commentary .01(b)(1) to NYSE Arca Equities Rule 5.2(j)(3), which relates to restricted access of information concerning changes and adjustments to the Index. The Commission further believes that the trading rules and procedures to which the Shares would be subject pursuant to this proposal are consistent with the Act. The Shares would trade as equity securities and be subject to NYSE Arca's rules governing the trading of equity securities. The Commission also believes that the Exchange's trading halt rules under NYSE Arca Equities Rule 5.5(g)(2)(b) are reasonably designed to prevent trading in the Shares when transparency is impaired. In support of this proposal, the Exchange has made the following representations: 1. The Exchange would utilize its existing surveillance procedures applicable to ICUs to monitor trading of the Shares. The Exchange represents that such surveillance procedures are adequate to properly monitor the trading of the Shares. The Exchange may obtain trading information via the ISG from other exchanges that are members or affiliate members of ISG. 20 20 *See supra* note 11. 2. Prior to the commencement of trading, the Exchange will inform its ETP Holders in the Bulletin of the special characteristics and risks (including the risks involved in trading the shares during the Opening and Late Trading Sessions when an updated IOPV will not be calculated or publicly available) associated with trading the Shares. The Bulletin will discuss the procedures for purchases and redemptions of Shares, the Exchange's suitability requirements, information regarding the IOPV, and prospectus delivery requirements. 3. The Exchange represents that iShares, Inc. is required to comply with Rule 10A-3 under the Act 21 for the initial and continued listing of the Shares. 21 17 CFR 240.10A-3. This approval order is based on the Exchange's representations. The Commission finds good cause, pursuant to section 19(b)(2) of the Act, 22 for approving the proposed rule change prior to the 30th day after the date of publication of notice in the **Federal Register** . The Commission notes that the Shares are substantially similar in structure, operation, and function to the shares of other exchange-traded funds, the shares of which are currently listed and trading in the marketplace. 23 As mentioned above, the Commission has previously approved the listing and trading of other derivative securities products based on indices that narrowly missed a quantitative generic listing criterion but satisfied all the others. 24 Given that the Shares comply with all of NYSE Arca's initial generic listing standards for ICUs (except for the one requirement of Commentary .01(a)(B)(2) to NYSE Arca Equities Rule 5.2(j)(3)) and would be subject to NYSE Arca's continued listing requirements for ICUs under NYSE Arca Equities Rule 5.5(g)(2), the listing and trading of the Shares does not appear to present any novel or significant regulatory issues. Therefore, the Commission believes that accelerating approval of this proposal should benefit investors by creating, without undue delay, additional competition in the market for such products. Accordingly, the Commission finds that there is good cause, consistent with section 6(b)(5) of the Act, 25 to approve the proposed rule change, as modified by Amendment No. 1 thereto, on an accelerated basis. 22 15 U.S.C. 78s(b)(2). 23 *See* , *e.g.* , Securities Exchange Release Nos. 52178 (July 29, 2005), 70 FR 46244 (August 9, 2005) (SR-NYSE-2005-41) (approving the listing and trading of shares of the iShares MSCI EAFE Growth Index Fund and the iShares MSCI EAFE Value Index Fund, the underlying indices of which are composed of non-U.S. component stocks) and 52761 (November 10, 2005), 70 FR 70010 (November 18, 2005) (SR-NYSE-2005-76) (approving the listing and trading of shares of a number of iShares foreign equity index funds). 24 *See supra* note 18. 25 15 U.S.C. 78f(b)(5). V. Conclusion IT IS THEREFORE ORDERED, pursuant to section 19(b)(2) under the Act, 26 that the proposed rule change (SR-NYSEArca-2007-128), as modified by Amendment No. 1 thereto, be, and it hereby is, approved on an accelerated basis. 26 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 27 27 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-24988 Filed 12-26-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56987; File No. SR-NYSEArca-2007-119] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Order Granting Accelerated Approval of Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To List and Trade the BearLinx SM Alerian MLP Select Index ETN December 18, 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 16, 2007, NYSE Arca, Inc. (“Exchange”), through its wholly-owned subsidiary NYSE Arca Equities, Inc. (“NYSE Arca Equities”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been substantially prepared by the Exchange. On November 20, 2007, NYSE Arca filed Amendment No. 1 to the proposed rule change. The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons and to approve the proposed rule change, as modified by Amendment No. 1, on an accelerated basis. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange, through its wholly-owned subsidiary NYSE Arca Equities, proposes to list and trade the BearLinx SM Alerian MLP Select Index ETN (“Notes”) of Bear Stearns Companies Inc. (“Company”), which are linked to the performance of the Alerian MLP Select Index (“Index”), pursuant to NYSE Arca Equities Rule 5.2(j)(6). The text of the proposed rule change is available at *http://www.nyse.com* , at the Exchange and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of, and basis for, the proposed rule change. The text of these statements may be examined at the places specified in Item 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 Under NYSE Arca Equities Rule 5.2(j)(6), the Exchange may approve for listing and trading Equity Index-Linked Securities. The Exchange proposes to list and trade the Notes, which are linked to the performance of the Index, under NYSE Arca Equities Rule 5.2(j)(6). The Index is published by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. (“Sponsor”), in consultation with Alerian Capital Management LLC (“Alerian”). The Notes are currently listed and traded on the New York Stock Exchange LLC (“NYSE”). 3 Following Commission approval of this proposed rule change, the Notes will list and trade on the Exchange and will cease trading on NYSE. 3 The Notes were originally listed on the NYSE under Rule 703.22 of the NYSE's Listed Company Manual (generic listing standards for Equity Index-Linked Securities). *See* e-mail dated December 14, 2007 from Tim J. Malinowski, Director, NYSE Euronext to Mitra Mehr, Special Counsel, Division of Trading and Markets, Commission (“NYSEArca E-mail”). The Exchange represents that the Notes meet each of the “generic” listing requirements of NYSE Arca Equities Rule 5.2(j)(6) applicable to listing of Equity Index-Linked Securities, except for one requirement. Specifically, the Index does not meet the requirement of NYSE Arca Equities Rule 5.2(j)(6)(B)(I)(1)(b)(2)(ii), that each component security have a trading volume in each of the last six months of not less than one million shares per month. The rule provides an exception for each of the lowest dollar weighted component securities in the Index that in the aggregate account for no more than 10% of the dollar weight of the Index; each of these component securities must have a trading volume of at least 500,000 shares per month in each of the last six months. According to the Exchange, one component security of the Index had a trading volume of 416,447 shares in September 2007. 4 4 This component is among the lowest dollar weighted component securities, requiring a trading volume of at least 500,000 shares per month in each of the last six months as required by NYSE Arca Equities Rule 5.2(j)(6)(B)(I)(b)(2)(ii). *See* NYSE Arca E-mail, *supra* note 3. Description of the Notes The Notes are a series of medium-term debt of the Company that provide for a cash payment at maturity or upon earlier exchange at the holder's option, based on the performance of the Index subject to the adjustments described below. The principal amount of each Note is $38.8915 (“Principal Amount”). 5 The Notes will trade on the NYSE Arca Marketplace and the Exchange's existing equity trading rules will apply to trading in the Notes. According to the Prospectus, the Notes will not have a minimum principal amount that will be repaid and, accordingly, payment on the Notes prior to or at maturity may be less than the original issue price of the Notes. In fact, the value of the Index must increase for the investor to receive at least the Principal Amount per Note at maturity or upon exchange or redemption. The Notes will have a term of 20 years. The calculation agent for the Notes will be Bear Stearns & Co. Inc. The Notes may be redeemed in amounts of at least 75,000 Notes subject to adjustment by the calculation agent. 6 5 Free Writing Prospectus filed pursuant to Rule 433 under the Securities Act of 1933, Registration No. 333-136666, dated July 20, 2007 (incorporating Pricing Supplement to Prospectus dated August 16, 2006 and Prospectus Supplement dated August 16, 2006) (collectively referred to herein as the “Prospectus”). 6 For a detailed discussion of coupon payments, payment at maturity, redemption, the discontinuance of and adjustments to the Index, market disruption events, events of default and acceleration, settlement and payment, the calculation agent, float adjustment, Index rebalancing, the computation of the Index, historical data and license agreement, *see* Prospectus, *supra* note 5. Description of the Index The Sponsor maintains and calculates the Index in consultation with Alerian, a registered investment adviser that manages portfolios exclusively focused on midstream energy master limited partnerships (“MLPs”). The Index value is a composite of energy MLPs and is calculated by the Sponsor using a float-adjusted, market capitalization-weighted methodology. The Index is disseminated at least every 15 seconds on a price return basis from 9:30 a.m. to 4:00 p.m. Eastern time by the Chicago Mercantile Exchange under the ticker symbol “AMZS.” Quotation and last-sale information for the Notes will be widely disseminated pursuant to the CTA Plan. 7 7 *See* NYSE Arca E-mail, *supra* note 3. The Index began publishing on May 16, 2007. In addition, the Sponsor has calculated over 11 years of historical index data on both a price and total return basis based upon the application of the Index methodology described herein. Alerian publishes relevant constituent data points, such as total market capitalization and dividend yield, on a daily basis. MLPs are added or removed by Alerian based on the methodology described below. According to the Prospectus, as of June 21, 2007, shares of 25 of the Index Components are traded on the New York Stock Exchange and shares of 12 of Index Components are traded on The Nasdaq Stock Market. Alerian will announce changes to the Index on its publicly available Web site, *http://www.alerian.com* . Construction of the Index All of the following requirements must be met in order for a MLP to be eligible for inclusion in the Index: 8 8 These requirements are in addition to the relevant “generic” listing requirements of NYSE Arca Equities Rule 5.2(j)(6). • The constituent security must be U.S.-based. The Index uses several factors in determining a MLP's nationality including, but not limited to, registration location, accounting principles used for financial reporting, and location of headquarters. • The constituent security must be an “NMS stock” as defined in Rule 600 of Regulation NMS under the Act, 9 and must be listed on the NYSE, The American Stock Exchange LLC, or The NASDAQ Stock Market LLC. 9 *See* NYSE Arca E-mail. • The constituent security must have at least six months of trading history. • The constituent security must be a publicly traded partnership or limited liability company exempt from corporate taxation as a result of the 1986 Tax Reform Act, and engaged in the transportation, storage, processing, or production of energy commodities. • The constituent security must represent either the limited or general partner interests, or both, of a partnership that is an operating company, or common units of a limited liability company that is an operating company. Closed-end funds, exchange-traded funds, investment vehicles, and royalty or income trusts are not eligible for inclusion. According to the Prospectus, going forward, additional market capitalization, trading liquidity, and financial viability requirements must also be satisfied. These requirements have not been applied historically so as to eliminate any selection bias in the calculation of the Index. The Index has been created to provide a comprehensive benchmark for the historical performance of the energy MLP universe, necessitating the objectivity and transparency of inclusion of all MLPs engaged in energy-related businesses. All current Index Components will remain in future Index calculations and will be exempt from additional Index criteria, subject to review. New Index Components, however, in addition to the requirements listed above, will also be subject to the following conditions: • Market capitalization. Each constituent security must have a market capitalization of at least $500 million. This minimum requirement is reviewed from time to time to ensure consistency with market conditions. • Public float. Each constituent security must have a public float of at least 50% of the total outstanding units. • Financial viability. Each constituent security must maintain trailing twelve months distributable cash flow that exceeds cash distributions paid to unit-holders, where distributable cash flow is defined as GAAP net income excluding discontinued operations and extraordinary items, plus non-cash charges such as depreciation and amortization, and minus maintenance capital expenditures. 10 10 *See* NYSE Arca E-mail, *supra* note 3. Continued Index membership is not necessarily subject to these guidelines. Alerian will announce changes to the Index on its publicly available Web site, *http://www.alerian.com* . Continued Listing Criteria The Exchange represents that the Notes will meet the Continued Listing Standards for equity index-linked securities set forth in NYSE Arca Equities Rule 5.2(j)(6)(B)(I)(2). 11 The Exchange prohibits the initial and/or continued listing of any security that is not in compliance with Rule 10A-3 under the Act. 12 11 *Id* . 12 17 CFR 240.10A-3 (setting forth listing standards relating to audit committees). The Exchange will commence delisting or removal proceedings (unless the Commission has approved the continued trading of the Notes), under any of the following circumstances: • If the aggregate market value or the principal amount of the Notes publicly held is less than $400,000; • If the value of the Index is no longer calculated or widely disseminated through one or more major market data vendors or the Sponsor on at least a 15-second basis from 9:30 a.m. to 4:00 p.m. Eastern time; or • If such other event shall occur or condition exists which in the opinion of the Exchange makes further dealings on the Exchange inadvisable. Trading Rules The Exchange deems the Notes to be equity securities, thus rendering trading in the Notes subject to the Exchange's existing rules governing the trading of equity securities. Notes will trade on the NYSE Arca Marketplace from 4 a.m. to 8 p.m. Eastern time in accordance with NYSE Arca Equities Rule 7.34 (Opening, Core and Late Trading Sessions). The Exchange has appropriate rules to facilitate transactions in the Notes during all trading sessions. The minimum trading increment for Notes on the Exchange will be $0.01. With respect to trading halts, the Exchange may consider all relevant factors in exercising its discretion to halt or suspend trading in the Notes. Trading may be halted because of market conditions or for reasons that, in the view of the Exchange, make trading in the Notes inadvisable. These may include:

(1)The extent to which trading is not occurring in the securities underlying the Index; or

(2)whether other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present. In addition, trading in Notes could be halted pursuant to the Exchange's “circuit breaker” rule 13 or by the halt or suspension of trading of the underlying securities. If the value of the underlying index is not being disseminated as required, the Exchange may halt trading during the day on which such interruption first occurs. If such interruption persists past the trading day in which it occurred, the Exchange will halt trading no later than the beginning of the trading day following the interruption. 14 13 *See* NYSE Arca Equities Rule 7.12. 14 *See* NYSE Arca E-mail. Surveillance The Exchange intends to utilize its existing surveillance procedures applicable to derivative products to monitor trading in the Notes. The Exchange represents that these procedures are adequate to properly monitor Exchange trading of the Notes in all trading sessions and to deter and detect violations of Exchange rules. The Exchange's current trading surveillance focuses on detecting securities trading outside their normal patterns. When such situations are detected, surveillance analysis follows and investigations are opened, where appropriate, to review the behavior of all relevant parties for all relevant trading violations. The Exchange may obtain information via the Intermarket Surveillance Group (“ISG”) from other exchanges who are members or affiliates of the ISG. 15 In addition, the Exchange also has a general policy prohibiting the distribution of material, non-public information by its employees. 15 For a list of the current members and affiliate members of ISG, *see www.isgportal.com* . Information Bulletin Prior to the commencement of trading, the Exchange will inform its ETP Holders in an Information Bulletin of the special characteristics and risks associated with trading the Notes. Specifically, the Information Bulletin will discuss the following:

(1)The procedures for redemptions of Notes in amounts of 75,000 Notes or greater (and that Notes are not individually redeemable);

(2)NYSE Arca Equities Rule 9.2(a), 16 which imposes a duty of due diligence on its ETP Holders to learn the essential facts relating to every customer prior to trading the Notes;

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

(4)trading information. The Information Bulletin will also discuss any exemptive, no-action and interpretive relief granted by the Commission from any rules under the Act. 17 16 NYSE Arca Equities Rule 9.2(a) provides that ETP Holders, before recommending a transaction, must have reasonable grounds to believe that the recommendation is suitable for the customer based on any facts disclosed by the customer as to his other security holdings and as to his financial situation and needs. Further, the rule provides, with a limited exception, that prior to the execution of a transaction recommended to a non-institutional customer, the ETP Holders shall make reasonable efforts to obtain information concerning the customer's financial status, tax status, investment objectives, and any other information that they believe would be useful to make a recommendation. 17 The Exchange intends to rely on the guidance provided by the Commission in a Letter dated July 27, 2006, from James A. Brigagliano, Division of Market Regulation, to George H. White ( “Letter”), with respect to transactions in the Notes. The Exchange understands that the Company has advised NYSE of its view that such relief may be relied upon. The Letter provides certain relief with respect to Regulation M, Section 11(d)(1) of the Act and Rule 11d1-2 under the Act. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with section 6(b) 18 of the Act in general, and furthers the objectives of section 6(b)(5) 19 in particular in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, and 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. 18 15 U.S.C. 78f(b). 19 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others The Exchange has neither solicited nor received written comments on the proposed rule change. III. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change, as amended, is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send e-mail to *rule-comments@sec.gov* . Please include File Number SR-NYSEArca-2007-119 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-2007-119. 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-2007-119 and should be submitted on or before January 17, 2008. IV. Commission's Findings and Order Granting Accelerated Approval of the Proposed Rule Change After careful consideration, the Commission finds that the proposed rule change, as amended, is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange. 20 In particular, the Commission finds that the proposed rule change is consistent with section 6(b)(5) of the Act, 21 which requires that the rules of an exchange be 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. Although NYSE Arca Equities Rule 5.2(j)(6) permits the Exchange to either originally list and trade equity index-linked securities, the Notes do not meet the “generic” listing requirements of NYSE Arca Rule 5.2(j)(6) (permitting listing in reliance upon Rule 19b-4(e) under the Act 22 ) because the components of the Index underlying the Fund do not meet the initial listing requirements of NYSE Arca Equities Rule 5.2(j)(6)(B)(I)(1)(b)(ii). This section requires that, upon the initial listing of any series of equity index-linked securities, each component of the index on which the index-linked security is based have a trading volume in each of the last six months of not less than 1,000,000 shares per month. This section provides an exception for each of the lowest dollar weighted component securities in the index that in the aggregate account for no more than 10% of the dollar weight of the index for which the trading volume shall be at least 500,000 shares per month in each of the last six months. The Exchange represents that, in September 2007, one of the lowest dollar weighted component securities in the index that is among the component securities with lowest 10% of the dollar weight of the index, had a trading volume 416,447 shares. Because such percentage misses the minimum required threshold by approximately 83,553 shares, the Notes cannot be listed and traded pursuant to Rule 19b-4(e) under the Act via NYSE Arca Equities Rule 5.2(j)(6). The Commission believes, however, that the listing and trading of the Notes, would be consistent with the Act. The Commission notes that it has previously approved exchange rules that contemplate the listing and trading of derivative securities products based on indices that were composed of securities that did not meet certain quantitative generic listing criteria by only a slight margin. 23 20 In approving this rule change, the Commission notes that it has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 21 15 U.S.C. 78f(b)(5). 22 17 CFR 240.19b-4(e). 23 *See* Securities Exchange Act Release Nos. 55890 (June 8, 2007), 72 FR 33264 (June 15, 2007) (NYSEArca-2007-37) (approving the listing and trading of shares of four funds of StateShares, Inc. where the Underlying Index of each fund did not meet the requirement of NYSE Arca's generic listing standards that component stocks representing at least 90% of the weight of each Underlying Index have a minimum monthly trading volume during each of the last six months of at least 250,000 shares); 55699 (May 3, 2007), 72 FR 26435 (May 9, 2007) (SR-NYSEArca-2007-27) (approving the listing and trading of shares of the iShares FTSE NAREIT Residential Index Fund where the weighting of the five highest components of the underlying index was marginally higher than that required by NYSE Arca's generic listing standards); and 52826 (November 22, 2005), 70 FR 71874 (November 30, 2005) (SR-NYSEArca-2005-67) (approving the listing and trading of shares of the iShares Dow Jones U.S. Energy Sector Index Fund and the iShares Dow Jones U.S. Telecommunications Sector Index Fund where the weightings of the most heavily weighted component stock and the five highest components of the underlying indexes, respectively, were higher than that required by NYSE Arca Inc.'s relevant generic listing standards). *See also* Securities Exchange Act Release No. 46306 (August 2, 2002), 67 FR 51916 (August 9, 2002) (SR-NYSE-2002-28) (approving the trading pursuant to unlisted trading privileges of shares of Vanguard Total Stock Market VIPERs, iShares Russell 2000 Index Funds, iShares Russell 2000 Value Index Funds and iShares Russell 2000 Growth Funds, none of which met the trading volume requirement of the generic listing criteria for NYSE). 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. Quotation and last-sale information for the Notes will be widely disseminated pursuant to the CTA Plan. Moreover, the Index value will be calculated and disseminated at least every 15 seconds on a price return basis from 9:30 a.m. to 4 p.m. Eastern time by the Chicago Mercantile Exchange. In addition, Alerian will announce any changes to the Index on its publicly available Web site. In sum, the Commission believes that the proposal is reasonably designed to facilitate access to and provide fair disclosure of information that could assist investors in properly valuing the Notes. 24 15 U.S.C. 78k-1(a)(1)(C)(iii). The Commission finds that the Exchange's proposed rules and procedures for trading of the Notes are consistent with the Act. The Notes will trade as equity securities, thus rendering trading in the Notes subject to the Exchange's existing rules governing the trading of equity securities. In support of this proposal, the Exchange has made the following representations: 1. The Exchange would utilize its existing surveillance procedures applicable to derivative products to monitor trading in the Notes. These procedures are adequate to properly monitor Exchange trading of the Notes in all trading sessions and to deter and detect violations of Exchange rules. The Exchange may obtain information via the ISG from other exchanges that are members or affiliates of the ISG. 2. If the Index value applicable to a series of Notes is not being calculated and disseminated as required, the Exchange may halt trading during the day in which the interruption to the calculation or dissemination of the Index value occurs. If the interruption to the calculation and dissemination of the Index value persists past the trading day in which it occurred, the Exchange would halt trading no later than the beginning of the trading day following the interruption. 3. Prior to the commencement of trading, the Exchange will inform its ETP Holders in an Information Bulletin of the special characteristics and risks associated with trading the Notes. This order is conditioned on the Exchange's adherence to the foregoing representations. The Commission finds good cause for approving this proposal before the thirtieth day after the publication of notice thereof in the **Federal Register** . The Commission notes that it has previously approved exchange rules that contemplate the listing and trading of derivative securities products based on indices that were composed of stocks that did not meet certain generic listing criteria by similar amounts. 25 Although the Notes do not meet the initial “generic” listing requirement of NYSE Arca Equities Rule 5.2(j)(6) and therefore cannot be listed pursuant to Rule 19b-4(e) under the Act, the Commission believes that the Notes are substantially similar to the other equity index-linked securities trading on the Exchange and will otherwise comply with all other “generic” listing requirements applicable to Equity Index-Linked Securities under NYSE Arca Equities Rule 5.2(j)(6)(B)(I)(1). 26 The listing and trading of the Notes do not appear to present any new or significant regulatory concerns. Therefore, the Commission believes that accelerating approval of this proposal would allow the Notes to trade on the Exchange without undue delay and should generate additional competition in the market for such products. 25 *See supra* note 23. 26 *Id* . V. Conclusion IT IS THEREFORE ORDERED, pursuant to section 19(b)(2) of the Act, 27 that the proposed rule change (SR-NYSEArca-2007-119) as modified by Amendment No. 1 thereto, be and it hereby is, approved on an accelerated basis. 27 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 28 Florence E. Harmon, Deputy Secretary. 28 17 CFR 200.30-3(a)(12). [FR Doc. E7-24990 Filed 12-26-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56991; File No. SR-OCC-2007-15] Self-Regulatory Organizations; the Options Clearing Corporation; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to Cleared Contracts Carried in a Proprietary Account December 19, 2007. Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 notice is hereby given that on October 23, 2007, the Options Clearing Corporation (“OCC”) 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 OCC. OCC 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-1(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 would clarify that existing provisions of OCC's By-laws and Rules constitute a “cross-margining or similar arrangement” for purposes of the United States Bankruptcy Code with respect to cleared contracts carried in any proprietary account at OCC to the extent that commodity contracts and securities contracts are permitted to be carried in such account. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, OCC included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. OCC has prepared summaries, set forth in sections (A), (B), and

(C)below, of the most significant aspects of such statements. 4 4 The Commission has modified parts of these statements.

(A)Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change The purpose of the proposed rule change is to add Interpretation and Policy .02 to section 3 of Article VI of OCC's By-laws to clarify that OCC's existing By-laws and Rules constitute “a cross-margining agreement or similar arrangement” for purposes of the United States Bankruptcy Code with respect to cleared contracts carried in any proprietary account at OCC to the extent that commodity futures and futures options (collectively “commodity contracts”) are permitted to be carried in such account along with securities options and other securities (collectively “securities contracts”). 5 Where such positions are permitted to be so commingled, margin is calculated under Chapter VI of OCC's Rules based on the net risk of all such cleared contracts whether they are securities contracts or commodity contracts. “Proprietary accounts” within the scope of Interpretation and Policy .02 include

(i)a firm account,

(ii)a separate market-maker's account for which the market-maker is a clearing member or a proprietary market-maker trading for his own account,

(iii)a combined market-maker's account confined to the exchange transactions of market-makers who are clearing members or proprietary market-makers trading for their own accounts,

(iv)an OCC proprietary X-M account, or

(v)a proprietary futures professional account. Under OCC's By-laws, all such proprietary accounts must be confined to the transactions of the clearing member itself and of such other persons as are not required to be treated as “customers” of the clearing member either under the definition in Commodity Futures Trading Commission (“CFTC”) Regulation 1.3(k) 6 or under Commission Rules 8c-1, 7 15c2-1, 8 or 15c3-3, 9 or Commission staff interpretations or no-action letters thereunder. 10 5 Security futures carried in a proprietary account would be considered to be both securities contracts and commodity contracts for purposes of this rule filing. 6 17 CFR 1.3(k). 7 17 CFR 240.8c-1. 8 17 CFR 240.15c2-1. 9 17 CFR 240.15c3-3. 10 Article VI, Section 3(a) of OCC's By-laws provides that a “firm account * * * shall be confined to

(i)the Exchange transactions in cleared securities other than security futures of such Clearing Member's non-customers [which is defined in terms of rules under the Securities Exchange Act of 1934],

(ii)the Exchange transactions in

(x)futures other than security futures and

(y)futures options of persons whose transactions are not required to be treated as the transactions of futures customers, and

(iii)the Exchange transactions in security futures of persons whose transactions are not required to be treated as the transactions either of securities customers or of futures customers.” The term “futures customer” is defined in Article I of OCC's By-Laws as “a person whose positions are carried by a futures commission merchant * * * in a futures account required to be segregated under Section 4d of the Commodity Exchange Act and regulations of the Commodity Futures Trading Commission thereunder.” Article VI, Section 3(c) provides that a proprietary combined market-makers' account is confined to transactions of “proprietary Market-Makers,” which is defined to include “any participant, as such, in an account that is not required to be segregated under Section 4d of the Commodity Exchange Act.” A “separate Market-Maker's account” under Section 3(b) is similarly limited to a “proprietary Market-Maker.” An “OCC Proprietary X-M account (together with the corresponding proprietary X-M account at a participating futures clearing organization)” is defined in the applicable cross-margining agreements to be an account of a person whose account is a “proprietary account” within the meaning of Section 1.3(y) of CFTC regulations. Finally, a “proprietary futures professional account” is defined in Article I of the By-laws to be an account of a futures professional that is not a futures customer. Accordingly, all of these accounts are defined in terms that exclude any person whose property is required to be segregated under Section 4d of the CEA. Moreover, a futures commission merchant is itself obligated to carry the positions of futures customers in CFTC segregated accounts and would be in violation of that obligation by carrying them in any account at OCC that is not such an account. Section 4d of the Commodity Exchange Act (“CEA”) 11 and CFTC regulations thereunder require that futures and futures options traded on a “designated contract market” and carried for the account of a “customer” as defined in CFTC Regulation 1.3(k) must be segregated by the carrying futures commission merchant (“FCM”) from funds or positions that are “proprietary” to the carrying FCM. Although Section 4d and the CFTC regulations permit the property of separate customers of the same FCM to be commingled at the clearinghouse in segregated customer accounts, CFTC Regulation 1.22 provides that “[c]ustomer funds shall not be used to carry trades or positions of the same commodity and/or option customer other than in commodities or commodity options traded through the facilities of a [CFTC-designated] contract market.” 12 Accordingly, OCC carries trades and positions of commodity customers in separate segregated funds accounts in compliance with the CFTC's regulations and except in accordance with specific cross-margining orders of the CFTC does not commingle these funds with the funds of securities options customers. 11 7 U.S.C. 6d. 12 17 CFR 1.22. However, Section 4d and the cited regulations do not apply to accounts that are “proprietary” within the meaning of CFTC Regulation 1.3(y). 13 There is no prohibition against commingling of proprietary funds of an FCM relating to its futures activities with other proprietary funds of the same FCM at the clearinghouse level. Accordingly, a clearing member may maintain both securities contracts and commodity contracts in any proprietary account to the extent that such inclusion is otherwise consistent with the purposes of the account. The result is that clearing level margin requirements applicable to any such proprietary account are determined under OCC Rule 601 based upon the net liquidating value of all positions carried in the account. Therefore, the margin that would otherwise be required on positions in securities contracts may be reduced by offsetting positions in commodity contracts and vice versa. 13 17 CFR 1.3(y). Section 561(b)(2)(A) of the United States Bankruptcy Code (“Code”) 14 contains certain prohibitions against the offset by a party of obligations to a “debtor” ( *i.e.* , a person subject to a bankruptcy proceeding under the Code) arising under or in connection with a commodity contract as defined under section 761(4) of the Code 15 against any claim arising under or in connection with other instruments including securities contracts “except to the extent that the party has positive net equity in its commodity accounts at the debtor.” Section 561(b)(2)(B) of the Code contains a similar prohibition against such offsets applicable to “another commodity broker” having an obligation to the debtor arising under or in connection with a commodity contract entered into on behalf of a “customer of the debtor.” 16 The legislative history of these provisions states, “Subsections 561(b)(2)(A) and (b)(2)(B) limit the depletion of assets available for distribution to customers of commodity brokers.” 17 14 11 U.S.C. 561(b)(2)(A). 15 11 U.S.C. 761(4). This very broad “commodity contracts” definition should include commodity futures and futures options and may include security futures as well. 16 11 U.S.C. 561(b)(2)(B). 17 H.R. Rep. No. 109-31, part 1 at 132 (April 8, 2005). OCC recently adopted a “close-out netting” rule, set forth in section 27 of Article VI of OCC's By-laws. 18 Section 27 is intended to allow clearing members to calculate their credit exposure to OCC on a net basis for balance sheet and regulatory capital purposes to the extent consistent with customer protection rules under the Act and the CEA. Paragraph

(d)of section 27 effectively permits netting of assets and liabilities within proprietary accounts without limitation as to whether the assets and liabilities in the account arise from securities contracts or commodity contracts. Absent an applicable exception, the prohibition in section 561(b)(2)(A) could be interpreted to limit such netting and make it unenforceable to the extent that there are both securities contracts and commodity contracts in such accounts. 19 However, an exception to the prohibition in section 561(b)(2)(A) and section 561(b)(2)(B) was created for cross-margining arrangements, and that exception is applicable to the close-out netting provided for in section 27 of Article VI of OCC's By-laws insofar as such netting permits the offset of commodity contracts against securities contracts in proprietary accounts. 18 Securities Exchange Act Release No. 56069 (July 13, 2007), 72 FR 39869 (July 20, 2007) (File No. SR-OCC-2006-19). 19 Section 561(b)(2)(B) should not apply to close-out netting in the event of an insolvency of OCC. Section 561(b)(2)(B) would appear to provide in effect that a clearing member may not net an obligation to OCC arising from a commodity contract entered into on behalf of a “customer of the debtor” against amounts owed by OCC to the clearing member arising under a securities contract or other contracts other than commodity contracts. Because OCC would be the debtor, the term “customer of the debtor” would appear to refer to a customer of OCC. OCC does not believe that a clearing member would likely be deemed to have entered into any commodity contract on behalf of any party that would also be deemed to be a customer of OCC for purposes of this provision, and we therefore believe that Section 561(b)(2)(B) should not be interpreted as limiting the enforceability of any provisions of Section 27 of Article VI of OCC's By-laws. In any event, however, Section 561(b)(2)(B) would be overridden by the exception in Section 561(b)(3)(A) as set forth in the proposed Interpretation and Policy. Section 561(b)(3)(A) of the Code provides that “no provision of [Section 561(b)(2)(A) or (B)] shall prohibit the offset of claims and obligations that arise under a cross-margining agreement or similar arrangement that has been submitted to the [CFTC] under paragraph

(1)or

(2)of section 5c(c) of the [CEA] and has not been abrogated or rendered ineffective by the [CFTC].” All of OCC's By-laws and Rules have been submitted under Paragraph

(1)or

(2)of section 5c(c) of the CEA, and none has been abrogated or rendered ineffective by the CFTC. As commonly understood, a “cross-margining agreement” includes an arrangement under which commodity contracts and securities contracts are margined together as a single portfolio. 20 This is precisely what takes place under OCC By-laws and Rules and its Rule 601 in particular in all proprietary accounts to the extent that they contain both securities contracts and commodity contracts. 20 Securities Exchange Act Release No. 26153 (October 3, 1988), 53 FR 39561 (October 3, 1988) (File No. SR-OCC-86-17) approving the first cross-margining program between OCC and its commodity clearing affiliate, The Intermarket Clearing Corporation (“ICC”). CFTC approval of that cross-margining program was memorialized in a letter from Jean A. Webb, Secretary, to George S. Hender, President, ICC (June 1, 1988). The original cross-margining program, which was initiated between OCC and ICC in 1988, was limited to proprietary accounts. 21 In connection with its approval, the Commission stated that “it appears that no statutory, Commission or CFTC rule changes are required to implement a cross-margining system for proprietary accounts.” OCC rule changes were necessary in 1988 in order to implement proprietary cross-margining because OCC and ICC were separate clearing organizations and needed to have special arrangements between them in order to combine securities contracts cleared by OCC and commodity contracts cleared by ICC for margin purposes. However, when OCC itself registered as a derivatives clearing organization under the CEA, cross-margining in proprietary accounts was an automatic consequence of that dual registration. Of course, a rule filing was necessary in order to combine customer positions in security contracts and commodity contracts for margin purposes even where OCC clears both the commodity contracts and the securities contracts. Accordingly, OCC submitted appropriate rule filings to both the Commission and the CFTC and received the necessary approval to create an internal cross-margining program for non-proprietary market professionals. 22 In the case of proprietary cross-margining, however, no such approval is required, and this rule filing is being submitted simply in order to clarify OCC's interpretation of its existing rules. 21 Securities Exchange Act Release No. 26153. 22 The proposed rule change adopted By-Law Article VI, Section 25. Securities Exchange Act Release No. 50509 (Oct. 8, 2004), 69 FR 61289 (October 15, 2004) (File No. SR-OCC-2004-10) and CFTC order issued November 5, 2004. Since its approval of the first cross-margining program in 1988, 23 the Commission has repeatedly expressed its support for such programs and has found that they are consistent with the Act and in particular with section 17A of the Act. Indeed, there has been wide support for cross-margining systems over many years. For example, the Report of the Presidential Task Force on Market Mechanisms (“Brady Report”) noted that the absence of an effective cross-margining system for futures and securities options markets contributed to payment strains in October 1987. Accordingly, the Brady Report recommended that cross-margining be allowed in order to permit market participants with an investment in futures to receive credit for a hedged investment in stocks or options. 24 The President's Working Group on Financial Markets in its Interim Report concurred recommending that the Commission and CFTC not only approve the OCC/ICC cross-margining program but facilitate cross-margining among other clearing agencies. 25 23 Securities Exchange Act Release No. 26153. 24 Brady Report at 66 (January 1988). 25 Interim Report of the President's Working Group on Financial Markets, Appendix D at 11 (May 1988). The Commission has previously found that cross-margining programs are consistent with clearing agency responsibilities under section 17A of the Act. In so finding, the Commission noted that cross-margining programs reduce the risk that a clearing member would become insolvent in a distressed market and the corresponding risk that one insolvency could lead to multiple insolvencies in a ripple effect and that they therefore enhance the security of the clearing system. 26 26 Securities Exchange Act Release No. 32708 (August 2, 1993) 58 FR 42586 (August 10, 1993) (File No. SR-OCC-93-13). The proposed rule change is not inconsistent with the rules of OCC including any rule proposed to be amended.

(B)Self-Regulatory Organization's Statement on Burden on Competition OCC does not believe that the proposed rule change would impose any burden on competition.

(C)Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were not and are not intended to be solicited with respect to the proposed rule change, and none have been received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to section 19(b)(3)(A)(i) of the Act 27 and Rule 19b-4(f)(1) 28 promulgated thereunder because the proposal constitutes an interpretation with respect to the meaning, administration, or enforcement of an existing rule of OCC. 29 At any time within sixty days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 27 15 U.S.C. 78s(b)(3)(A)(i). 28 17 CFR 240.19b-4(f)(1). 29 The Commission neither makes any findings nor expresses any opinion with respect to OCC's representations and interpretations regarding the application of the Bankruptcy Code. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form *(http://www.sec.gov/rules/sro.shtml);* or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-OCC-2007-15 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-OCC-2007-15. 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 OCC. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-OCC-2007-15 and should be submitted on or before January 17, 2008. For the Commission by the Division of Trading and Markets, pursuant to delegated authority. 30 30 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-24984 Filed 12-26-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56998; File No. SR-Amex-2007-104] Self-Regulatory Organizations; American Stock Exchange LLC; Notice of Filing and Order Granting Accelerated Approval of Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To List and Trade Shares of Eleven Funds of the ProShares Trust December 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 September 18, 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 the Exchange. On December 18, 2007, Amex filed Amendment No. 1 to the proposed rule change. The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons and is approving the proposed rule change, as modified by Amendment No. 1, on an accelerated basis. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to list and trade shares (“Shares”) of 11 funds (“Funds”) of the ProShares Trust (“Trust”) based on a domestic stock index and several fixed income indexes. The text of the proposed rule change is available at *http://www.amex.com,* at 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, Amex 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. Amex 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 the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to list under amended Rule 1000A-AEMI, shares of 10 new funds of the Trust that are designated as Short Funds or UltraShort Funds, and one new fund designated as an Ultra Fund. Amex Rules 1000A-AEMI and Rule 1001A through 1005A provide standards for the listing of Index Fund Shares, which are securities issued by an open-end management investment company for exchange trading. These securities are registered under the Investment Company Act of 1940 (“1940 Act”) as well as the Act. Index Fund Shares are defined in Rule 1000A-AEMI(b)(1) as securities based on a portfolio of stocks or fixed income securities that seek to provide investment results that correspond generally to the price and yield of a specified foreign or domestic stock index or fixed income securities index. Rule 1000A-AEMI(b)(2) permits the Exchange to list and trade Index Fund Shares that seek to provide investment results that exceed the performance of an underlying securities index by a specified multiple, or that seek to provide investment results that correspond to a specified multiple of the inverse or opposite of the index's performance. The Commission has recently approved the listing and trading of certain Ultra Funds, Short Funds and UltraShort Funds based on a variety of underlying indexes. 3 3 *See* Securities Exchange Act Release No. 52553 (October 3, 2005), 70 FR 59100 (October 11, 2005) (SR-Amex-2004-62)(”Original Order”); *see also* Securities Exchange Act Release Nos. 54040 (June 23, 2006), 71 FR 37669 (June 30, 2006) (SR-Amex 2006-41); 55117 (January 17, 2007), 72 FR 3442 (January 25, 2007) (SR-Amex-2006-101). Each of the Funds will have a distinct investment objective. 4 Each Fund will attempt, on a daily basis, to achieve its investment objective by corresponding to a specified multiple of the performance, the inverse performance, or an inverse multiple of the performance of a particular fixed income or equity securities index (individually referred to as the “Underlying Index” and collectively referred to as the “Underlying Indexes”) as briefly described below. The Funds will be based on the following benchmark indexes: 4 The Funds are as follows:

(1)Short Lehman Brothers 7-10 Year U.S. Treasury ProShares;

(2)Short Lehman Brothers 20+ Year U.S. Treasury ProShares;

(3)Short iBoxx $ Liquid Investment Grade ProShares;

(4)Short iBoxx $ Liquid High Yield ProShares;

(5)Short Dow Jones Select Telecommunications ProShares;

(6)UltraShort Lehman Brothers 7-10 Year U.S. Treasury ProShares;

(7)UltraShort Lehman Brothers 20+ Year U.S. Treasury ProShares;

(8)UltraShort iBoxx $ Liquid Investment Grade ProShares;

(9)UltraShort iBoxx $ Liquid High Yield ProShares;

(10)UltraShort Dow Jones Select Telecommunications ProShares; and

(11)Ultra Dow Jones Select Telecommunications ProShares. • Lehman Brothers 7-10 Year U.S. Treasury Index; • Lehman Brothers 20+ Year U.S. Treasury Index; • iBoxx $ Liquid Investment Grade Index; • iBoxx $ Liquid High Yield Index; and • Dow Jones U.S. Select Telecommunications Index (together, the “Underlying Indexes”). 5 5 The Statement of Additional Information (“SAI”) for the Funds discloses that each Fund reserves the right to substitute a different Index. Substitution could occur if the Index becomes unavailable, no longer serves the investment needs of shareholders, the Fund experiences difficulty in achieving investment results that correspond to the Index or for any other reason determined in good faith by the Board of Trustees of the Trust. In such instance, the substitute index would attempt to measure the same general market as the current index. Consistent with applicable law, shareholders will be notified (either directly or through their intermediary) in the event a Fund's current index is replaced. *Short Funds:* The Exchange proposes to list and trade shares of the 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 each of these Funds is successful in meeting its objective, the net asset value (“NAV”) of shares of each Fund 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 the prices of the securities in the index rise on a given day, before fees and expenses. *UltraShort Funds:* The Exchange also proposes to list and trade shares of the 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 each of these Funds is successful in meeting its objective, the NAV of shares of each Fund 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 the prices of the securities in the index rise on a given day, before fees and expenses. The Short Funds and UltraShort Funds each have investment objectives that seek investment results corresponding to an inverse performance of the Underlying Indexes and are collectively referred to as the “Bearish Funds.” *Ultra Fund:* Finally, the Exchange proposes to list and trade shares of one Fund 6 that seeks daily investment results, before fees and expenses, that corresponds to twice (200%) the daily performance of the Underlying Index (“Ultra Fund” or “Bullish Fund”). This Fund, if successful in meeting its investment objective, should gain, on a percentage basis, approximately twice as much as the Fund's Underlying Index when the price 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. 6 The Ultra Fund will be based on the Dow Jones U.S. Select Telecommunications Index. Underlying Indexes According to Rule 1000A-AEMI(b)(2), the Exchange may not list and trade Index Fund Shares under its generic listing standards adopted pursuant to Rule 19b-4(e) if the Index Fund Shares are leveraged, that is, they seek to provide investment results that either exceed or correspond to the inverse of the performance of a specified foreign or domestic stock index by a specified multiple. 7 While the Exchange is proposing to list and trade the Funds pursuant to section 19(b)(1) of the Act, the Exchange represents that the indexes and their respective components (as described below) comply with the generic listing standards set forth in Commentary .02 and Commentary .03 to Amex Rule 1000A-AEMI. 8 7 *See* Rule 1000A-AEMI(b)(2)(iii) and Commentary .02 thereto. 8 The Exchange represents that Shares based on the Underlying Indexes would meet the criteria set forth in Commentary .04 through .06, .08 and .09 to Amex Rule 1000A-AEMI. Lehman Brothers 7-10 Year U.S. Treasury Index The index is market capitalization weighted and includes all publicly issued U.S. Treasury Securities that have a remaining maturity of between 7 and 10 years and have more than $250 million par outstanding. The index value is calculated and published daily by 10:00 p.m. Eastern Time (“ET”). The Commission has previously approved the listing and trading on the Amex of an exchange-traded fund based on the iShares Lehman 7-10 Year Treasury Index. 9 9 *See* Securities Exchange Act Release No. 46252 (July 24, 2002), 67 FR 49715 (July 31, 2002) (SR-Amex-2001-35). The iShares Lehman Brothers 7-10 Year Treasury Bond ETF

(IEF)is listed and traded on the Exchange. Lehman Brothers 20+ Year U.S. Treasury Index The index is market capitalization weighted and includes all publicly issued U.S. Treasury Securities that have a remaining maturity greater than 20 years and have more than $150 million par outstanding. The index value is calculated and published daily by 10:00 p.m. ET. The Commission has previously approved the listing and trading on the Amex of an exchange-traded fund based on the Lehman Brothers 20+ Year U.S. Treasury Index. 10 10 *See id.* The iShares Lehman Brothers 20+ Year Treasury Bond ETF

(TLT)is listed and traded on the Exchange. iBoxx $ Liquid Investment Grade Index The index is a rules-based index consisting of up to 100 highly liquid, investment grade, U.S. dollar-denominated corporate bonds with a minimum amount outstanding of $500 million that seeks to maximize liquidity while maintaining representation of the broader investment grade corporate bond market. The index consists of issuers domiciled in the U.S., Bermuda, Cayman Islands, Canada, Japan or Western Europe. The index is equally priced weighted and is re-balanced monthly. The index value is calculated and published daily by 4:30 p.m. ET. The Commission has previously approved the listing and trading on the Amex of an exchange-traded fund based on the iBoxx $ Liquid Investment Grade Index. 11 11 *See id.* The iShares iBoxx $ Investment Grade Corporate Bond Fund

(LQD)(formerly the GS $ InvesTop Index) is listed and traded on the Exchange. iBoxx $ Liquid High Yield Index The index is a rules-based index consisting of up to 50 of the most liquid, high yield, U.S. dollar-denominated corporate bonds with a minimum amount outstanding of $200 million that seeks to maximize liquidity while maintaining representation of the broader high yield corporate bond market. The index consists of issuers domiciled in the U.S., Bermuda, Cayman Islands, Canada, Japan, or Western Europe. The index is equally priced weighted and is re-balanced monthly. The index value is calculated and published daily by 4:30 p.m. ET. An exchange-traded fund based on the iBoxx $ Liquid High Yield Index is listed and trade on the Exchange. 12 12 The iBoxx High Yield Corporate Bond Fund

(HYG)is listed and traded on the Exchange pursuant to the Exchange's generic listing standards. *See* Commentary .03 to Rule 1000A-AEMI (setting forth standards for indexes based on fixed income securities). Dow Jones U.S. Select Telecommunications Index The Dow Jones U.S. Select Telecommunications Index is a float-adjusted market capitalization weighted index designed to measure the performance of the telecommunications economic sector of the U.S. equity market. Component companies include fixed line and mobile telecommunications companies. Component weights are capped for diversification. The universe for the index includes all common stocks of companies in the Dow Jones U.S. Select Telecommunications Index that are categorized as belonging to the telecommunications sector, based on Industry Classification Benchmark

(ICB)definitions. The company at the 90% cumulative market capitalization of the index must have a float adjusted market capitalization of at least $75 million. The Index value is calculated and disseminated every 15 seconds during Amex's trading hours. The Exchange represents that the Dow Jones U.S. Select Telecommunications Index meets the Exchange's generic listing standards for Index Fund Shares. 13 13 *See* Commentary .02 to Rule 1000A-AEMI. The Funds ProShare Advisors LLC is the investment advisor (“Advisor”) to each Fund. The Advisor is registered under the Investment Advisers Act of 1940. 14 While the Advisor will manage each Fund, the Trust's Board of Trustees (“Board”) will have overall responsibility for the Funds’ operations. The composition of the Board is, and will be, in compliance with the requirements of section 10 of the 1940 Act. 14 The Trust, Advisor and Distributor (“Applicants”) have filed with the Commission an Application to amend the Order under Sections 6(c) and 17(b) of the 1940 Act (the “Application”) for the purpose of exempting the Funds of the Trust from various provisions of the 1940 Act. (File No. 812-13382). SEI Investments Distribution Company (“Distributor”), a broker-dealer registered under the Act, would act as the distributor and principal underwriter of the Shares. JPMorgan Chase Bank, N.A. would act as the index receipt agent (“Index Receipt Agent”) for the Bullish Fund for which it will receive fees. The Index Receipt Agent would be responsible for transmitting a list of names and the required number of shares of each deposit basket of equity securities (“Deposit Securities”) to be included in the Creation Deposit for the Bullish Fund (“Deposit List”) to the National Securities Clearing Corporation (“NSCC”) and for the processing, clearance and settlement of purchase and redemption orders through the facilities of the Depository Trust Company (“DTC”) and NSCC on behalf of the Trust. When applicable, the Index Receipt Agent will also be responsible for the coordination and transmission of files and purchase and redemption orders between the Distributor and the NSCC. Shares of the Funds issued by the Trust will be a class of exchange-traded securities that represent an interest in the portfolio of a particular Fund. 15 Shares would be registered in book-entry form only and the Trust would not issue individual share certificates. The DTC or its nominee would be the record or registered owner of all outstanding Shares. Beneficial ownership of Shares would be shown on the records of DTC or DTC Participants. 15 The Trust is also registered as a business trust under the Delaware Corporate Code. Investment Objective of the Funds The Bearish Funds would seek daily investment results, before fees and expenses, of the inverse or opposite (−100%) of the Underlying Index while the UltraShort funds would seek daily investment results, before fees and expenses, of twice the inverse or opposite (−200%) of the daily performance of the Underlying Index. The Bearish Funds would not invest directly in the component securities of the relevant Underlying Index, but instead, would create short exposure to such Index. Each Bearish Fund would rely on establishing positions in financial instruments (as defined below) that provide, on a daily basis, the inverse or opposite of, or twice the inverse or opposite of, the performance of the relevant Underlying Index. Normally 100% of the value of the portfolios of each Fund would be devoted to such financial instruments and money market instruments. The Bullish Fund would seek investment results that corresponds, before fees and expenses, to twice (200%) the daily performance of the Underlying Index and would invest its assets based upon the same strategies as conventional index funds. Rather than holding positions in equity securities and financial instruments intended to create exposure to 100% of the daily performance of an underlying index, the Bullish Fund would hold equity securities and financial instruments positions designed to create exposure equal to twice (200%), before fees and expenses, the daily performance of the Underlying Index. The Bullish Fund generally would hold 85% to 100% of its assets in the component equity securities of the Underlying Index. The remainder of assets would be devoted to Financial Instruments and Money Market Instruments (as defined below) that are intended to create the additional needed exposure to such Underlying Index necessary to pursue its investment objective. The financial instruments to be held by any of the Funds may include stock index futures contracts, options on futures contracts, options on securities and indices, equity caps, collars and floors as well as swap agreements, forward contracts, repurchase agreements and reverse repurchase agreements (“Financial Instruments”). Money market instruments include U.S. government securities and repurchase agreements 16 (“Money Market Instruments”). 16 Repurchase agreements held by the Funds will be consistent with Rule 2a-7 under the 1940 Act. While the Advisor would attempt to minimize any “tracking error” between the investment results of a particular Fund and the performance (and specified multiple thereof) or the inverse performance (and specified multiple thereof) of its Underlying Index, certain factors may tend to cause the investment results of a Fund to vary from such relevant Underlying Index or specified multiple thereof. 17 The Bullish Fund is expected to be highly correlated to the Underlying Index and investment objective (.95 or greater). The Bearish Funds are expected to be highly inversely correlated to each Underlying Index and investment objective (−.95 or greater). 18 In each case, the Funds are expected to have a daily tracking error of less than 5% (500 basis points) relative to the specified multiple, inverse, or inverse multiple of the performance of the relevant Underlying Index. 17 Several factors may cause a Fund to vary from the relevant Underlying Index and investment objective including:

(1)A Fund's expenses, including brokerage fees (which may be increased by high portfolio turnover) and the cost of the investment techniques employed by that Fund;

(2)less than all of the securities in the benchmark index being held by a Fund and securities not included in the benchmark index being held by a Fund;

(3)an imperfect correlation between the performance of instruments held by a Fund, such as futures contracts, and the performance of the underlying securities in the cash market;

(4)bid-ask spreads (the effect of which may be increased by portfolio turnover);

(5)holding instruments traded in a market that has become illiquid or disrupted;

(6)a Fund's share prices being rounded to the nearest cent;

(7)changes to the benchmark index that are not disseminated in advance;

(8)the need to conform a Fund's portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; and

(9)early and unanticipated closings of the markets on which the holdings of a Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions. 18 Correlation is the strength of the relationship between

(1)the change in a Fund's NAV and

(2)the change in the benchmark index (investment objective). The statistical measure of correlation is known as the “correlation coefficient.” A correlation coefficient of +1 indicates a perfect positive correlation while a value of −1 indicates a perfect negative (inverse) correlation. A value of zero would mean that there is no correlation between the two variables. The Portfolio Investment Methodology The Advisor would seek to establish an investment exposure in each portfolio corresponding to each Fund's investment objective based upon its Portfolio Investment Methodology. The Portfolio Investment Methodology is a mathematical model based on well-established principles of finance that are widely used by investment practitioners, including conventional index fund managers. As set forth in the Application, the Portfolio Investment Methodology was designed to determine for each Fund the portfolio investments needed to achieve its stated investment objectives. The Portfolio Investment Methodology takes into account a variety of specified criteria and data (“Inputs”), the most important of which are:

(1)Net assets (taking into account creations and redemptions) in each Fund's portfolio at the end of each trading day,

(2)the amount of required exposure to the Underlying Index, and

(3)the positions in equity securities (if applicable), Financial Instruments and/or Money Market Instruments at the beginning of each trading day. The Advisor, pursuant to the methodology, would then mathematically determine the end-of-day positions to establish the required amount of exposure to the Underlying Index (“Solution”), which would consist of equity securities (if applicable), Financial Instruments and/or Money Market Instruments. The difference between the start-of-day positions and the required end-of-day positions is the actual amount of equity securities (if applicable), Financial Instruments and/or Money Market Instruments that must be bought or sold for the day. The Solution represents the required exposure and, when necessary, is converted into an order or orders to be filled that same day. Generally, portfolio trades effected pursuant to the Solution are reflected in the NAV on the first business day (T+1) after the date the relevant trade is made. Therefore, the NAV calculated for a Fund on a given day should reflect the trades executed pursuant to the prior day's Solution. For example, trades pursuant to the Solution calculated on a Monday afternoon are executed on behalf of the Fund in question on that day. For the Bearish Funds described herein, these trades would then be reflected in the NAV for that Fund that is generally calculated as of 3 p.m. ET on Tuesday (or earlier as necessary). 19 19 The Bearish Funds are based on the following fixed income indexes:

(1)The Lehman Brothers 7-10 Year U.S. Treasury Index;

(2)the Lehman Brothers 20+ Year U.S. Treasury Index;

(3)the iBoxx $ Liquid Investment Grade Index; and

(4)the iBoxx $ Liquid High Yield Index. The timeline for the Methodology is as follows: Authorized Participants (“APs” or “Authorized Participant”) have a 2 p.m. ET cut-off (or earlier as necessary) for orders submitted by telephone, facsimile and other electronic means of communication and a 4 p.m. ET cut-off for orders received via mail. 20 AP orders by mail are exceedingly rare. Orders are received by the Distributor and relayed to the Advisor within 10 minutes. The Advisor would know by 2:10 p.m. ET the number of creation/redemption orders by APs for that day. Subsequently, the Advisor generally puts orders into the market between 2:30 p.m. and 2:55 p.m. ET in order to obtain requisite portfolio exposure consistent with the Solution. At 3 p.m. ET, the Advisor would again look at the exposure to make sure that the orders placed are consistent with the Solution, and as described above, the Advisor would execute any other transactions in Financial Instruments to assure that the Fund's exposure is consistent with the Solution. 20 An Authorized Participant is either

(1)A broker-dealer or other participant in the continuous net settlement system of the NSCC or

(2)A DTC participant, and which has entered into a participant agreement with the Distributor. Orders for the ten Short Funds and UltraShort Funds described herein may not be placed on days where the equity markets are open, but the fixed income markets are closed. For the Bullish Fund, 21 portfolio trades effected pursuant to the Solution are reflected in the NAV on the first business day (T+1) after the date the relevant trade is made. Therefore, the NAV calculated for a Fund on a given day should reflect the trades executed pursuant to the prior day's Solution. For example, trades pursuant to the Solution calculated on a Monday afternoon are executed on behalf of the Fund in question on that day. These trades would then be reflected in the NAV for that Fund that is calculated as of 4 p.m. ET on Tuesday. 21 This fund is based on the Dow Jones U.S. Select Telecommunications Index. The timeline for the Methodology is as follows: Authorized Participants have a 3 p.m. ET cut-off for orders submitted by telephone, facsimile and other electronic means of communication and a 4 p.m. ET cut-off for orders received via mail. AP orders by mail are exceedingly rare. Orders are received by the Distributor and relayed to the Advisor within 10 minutes. The Advisor would know by 3:10 p.m. ET the number of creation/redemption orders by APs for that day. Orders are then placed at approximately 3:40 p.m. ET as market-on-close

(MOC)orders. At 4 p.m. ET, the Advisor would again look at the exposure to make sure that the orders placed are consistent with the Solution, and as described above, the Advisor would execute any other transactions in Financial Instruments to assure that the Fund's exposure is consistent with the Solution. Description of Investment Techniques In attempting to achieve its individual investment objectives, a Fund may invest its assets in equity securities, Financial Instruments and Money Market Instruments (collectively, “Portfolio Investments”). The Bullish Fund would hold between 85-100% of its total assets in the equity securities contained in the relevant Underlying Index. The remainder of assets, if any, would be devoted to Financial Instruments and Money Market Instruments that are intended to create additional needed exposure to such Underlying Index necessary to pursue the Bullish Fund's investment objectives. The Bearish Funds generally would not invest in equity securities but rather would hold only Financial Instruments and Money Market Instruments. To the extent applicable, each Fund would comply with the requirements of the 1940 Act with respect to “cover” for Financial Instruments and thus may hold a significant portion of its assets in liquid instruments in segregated accounts. Each Fund may engage in transactions in futures contracts on designated contract markets where such contracts trade, and would only purchase and sell futures contracts traded on a U.S. futures exchange or board of trade. Each Fund would comply with the requirements of Rule 4.5 of the regulations promulgated by the Commodity Futures Trading Commission (“CFTC”). 22 22 The CFTC Rule 4.5 provides an exclusion for investment companies registered under the 1940 Act from the definition of a “commodity pool operator” upon the filing of a notice of eligibility with the National Futures Association. Each Fund may enter into swap agreements and/or forward contracts for the purposes of attempting to gain exposure to the equity securities of its Underlying Index without actually transacting such securities. The counterparties to the swap agreements and/or forward contracts would be major broker-dealers and banks. The creditworthiness of each potential counterparty is assessed by the Advisor's credit committee pursuant to guidelines approved by the Board. Existing counterparties are reviewed periodically by the Board or its designee. Each Fund may also enter into repurchase and reverse repurchase agreements with terms of less than one year, and would only enter into such agreements with

(i)members of the Federal Reserve System,

(ii)primary dealers in U.S. government securities, or

(iii)major broker-dealers. Each Fund may also invest in Money Market Instruments, in pursuit of its investment objectives, as “cover” for Financial Instruments, as described above, or to earn interest. The Trust would adopt certain fundamental policies consistent with the 1940 Act and each Fund would be classified as “non-diversified” under the 1940 Act. Each Fund, however, intends to maintain the required level of diversification and otherwise conduct its operations so as to qualify as a “regulated investment company” (“RIC”) for purposes of the Internal Revenue Code (“Code”), in order to relieve the Trust and the Funds of any liability for Federal income tax to the extent that its earnings are distributed to shareholders. 23 23 In order for a fund to qualify for tax treatment as a RIC, it must meet several requirements under the Code. Among these is the requirement that, at the close of each quarter of the Fund's taxable year,

(i)at least 50% of the market value of the Fund's total assets must be represented by cash items, U.S. government securities, securities of other RICs, and other securities, with such other securities limited for purposes of this calculation in respect of any one issuer to an amount not greater than 5% of the value of the Fund's assets and not greater than 10% of the outstanding voting securities of such issuer, and

(ii)not more than 25% of the value of its total assets may be invested in the securities of any one issuer, or two or more issuers that are controlled by the Fund (within the meaning of Section 851(b)(4)(B) of the Internal Revenue Code and that are engaged in the same or similar trades or businesses or related trades or businesses other than U.S. government securities or the securities of other regulated investment companies. Availability of Information about the Shares and Underlying Indexes The Trust's Web site, which is and would be publicly accessible at no charge, would contain the following information for each Fund's Shares:

(a)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;

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

(c)its Prospectus and/or Product Description; and

(d)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. 24 24 The Application requests relief from Section 24(d) of the 1940 Act, which would permit dealers to sell Shares in the secondary market unaccompanied by a statutory prospectus when prospectus delivery is not required by the Securities Act of 1933. Additionally, if a product description is being provided in lieu of a prospectus, Commentary .06 of Amex Rule 1000A-AEMI requires that Amex members and member organizations provide to all purchasers of a series of Index Fund Shares a written description of the terms and characteristics of such securities, in a form prepared by the open-end management investment company issuing such securities, not later than the time of confirmation of the first transaction in such series is delivered to such purchaser. Furthermore, any sales material will reference the availability of such circular and the prospectus. The Amex would disseminate for each Fund on a daily basis every 15 seconds by means of the Consolidated Tape Association (“CTA”) and CQ High Speed Lines information with respect to an Intra-Day Indicative Value (“IIV”) (as defined and discussed below under “Dissemination of Intra-Day Indicative Value (IIV)”), recent NAV, shares outstanding, estimated cash amount and total cash amount per Creation Unit. 25 The Exchange would make available on its Web site daily trading volume, closing price, the NAV and final dividend amounts to be paid for each Fund. 25 Quotations and last-sale information for the Funds' Shares are disseminated over the Consolidated Tape. Each Fund's total portfolio composition would be disclosed on the Web site of the Trust ( *http://www.proshares.com* ) or another relevant Web site as determined by the Trust and/or the Exchange ( *http://www.amex.com* ). Web site disclosure of portfolio holdings would be made by the Trust on a daily basis and would include, as applicable, the names and number of shares held of each equity security (if applicable), the specific types of Financial Instruments and characteristics of such instruments, cash equivalents and amount of cash held in the portfolio of each Fund. This public Web site disclosure of the portfolio composition of each Fund would coincide with the disclosure by the Advisor of the “IIV File” (described below) and the “PCF File,” when applicable (described below). Therefore, the same portfolio information (including accrued expenses and dividends) would be provided on the public Web site as well as in the IIV File and PCF File (when applicable) provided to “Authorized Participants” (defined below). The format of the public Web site disclosure and the IIV File and PCF File (when applicable) would differ because the public Web site would list all portfolio holdings while the IIV File and PCF File (when applicable) would similarly provide the portfolio holdings but in a format appropriate for Authorized Participants, *i.e.* , the exact components of a Creation Unit. 26 Accordingly, each investor would have access to the current portfolio composition of each Fund through the Trust's Web site, at *http://www.proshares.com* , and/or at the Exchange's Web site at *http://www.amex.com* . 26 The composition will be used to calculate the NAV later that day. Beneficial owners of Shares (“Beneficial Owners”) would receive all of the statements, notices, and reports required under the 1940 Act and other applicable laws. They would receive, for example, annual and semi-annual fund reports, written statements accompanying dividend payments, proxy statements, annual notifications detailing the tax status of fund distributions, and Form 1099-DIVs. Some of these documents would be provided to Beneficial Owners by their brokers, while others would be provided by the Fund through the brokers. The daily closing index value and the percentage change in the daily closing index value for each Underlying Index would be publicly available on various websites by independent market data vendors, *e.g., http://www.bloomberg.com* . Data regarding each Underlying Index is also available from the respective index provider to subscribers. With respect to the Lehman Brothers 7-10 Year U.S. Treasury Index, the Lehman Brothers 20+ Year U.S. Treasury Index, the iBoxx $ Liquid Investment Grade Index and the iBoxx $ Liquid High Yield Index, as noted above, the index value would be calculated once daily. With respect to the Dow Jones U.S. Select Telecommunications Index, the value would be updated intra-day on a real time basis as its individual component securities change in price. This intra-day value of this index would be disseminated at least every 15 seconds throughout the trading day by the Amex or another organization authorized by the relevant Underlying Index provider. Creation and Redemption of Shares Each Fund would issue and redeem Shares only in initial aggregations of at least 75,000 (“Creation Units”). Purchasers of Creation Units would be able to separate the Units into individual Shares. Once the number of Shares in a Creation Unit is determined, it would not change thereafter (except in the event of a stock split or similar revaluation). The initial value of a Share for each Fund is expected to be in the range of $50-$250. At the end of each business day, the Trust would prepare the list of names and the required number of shares of each Deposit Security to be included in the next trading day's Creation Unit for the Bullish Fund. The Trust would then add to the Deposit List, the cash information effective as of the close of business on that business day and create a portfolio composition file (“PCF”) for the Fund, which it would transmit to NSCC before the open of business the next business day. The information in the PCF would be available to all participants in the NSCC system. Because the NSCC's system for the receipt and dissemination to its participants of the PCF is not currently capable of processing information with respect to Financial Instruments, the Advisor has developed an “IIV File,” which it would use to disclose the Funds’ holdings of Financial Instruments. 27 The IIV File would contain, for the Bullish Fund (to the extent that it holds Financial Instruments) and Bearish Funds, information sufficient by itself or in connection with the PCF File and other available information for market participants to calculate a Fund's IIV and effectively arbitrage the Fund. 27 The Trust or the Advisor will post the IIV File to a password-protected Web site before the opening of business on each business day, and all Authorized Participants and the Exchange will have access to a password and the Web site containing the IIV File. However, the Fund will disclose each business day to the public identical information, but in a format appropriate to public investors, at the same time the Fund discloses the IIV and PCF files, as applicable, to industry participants. For example, the following information would be provided in the IIV File for a Bullish Fund holding equity securities and a Bearish Fund holding swaps and futures contracts (and a Bullish Fund to the extent it holds such Financial Instruments):

(A)The total value of the equity securities held by such Fund (Bullish Fund only),

(B)the notional value of the swaps held by such Fund (together with an indication of the index on which such swap is based and whether the Fund's position is long or short),

(C)the most recent valuation of the swaps held by the Fund,

(D)the notional value of any futures contracts (together with an indication of the index on which such contract is based, whether the Fund's position is long or short and the contract's expiration date),

(E)the number of futures contracts held by the Fund (together with an indication of the index on which such contract is based, whether the Fund's position is long or short and the contract's expiration date),

(F)the most recent valuation of the futures contracts held by the Fund,

(G)the Fund's total assets and total shares outstanding, and

(H)a “net other assets” figure reflecting expenses and income of the Fund to be accrued during and through the following business day and accumulated gains or losses on the Fund's Financial Instruments through the end of the business day immediately preceding the publication of the IIV File. To the extent that the Bullish or any Bearish Fund holds cash or cash equivalents about which information is not available in a PCF File, information regarding such Fund's cash and cash equivalent positions would be disclosed in the IIV File for such Fund. The information in the IIV File would be sufficient for participants in the NSCC system to calculate the IIV for Bearish Funds and, together with the information on equity securities contained in the PCF, would be sufficient for calculation of IIV for the Bullish Fund, during the next business day. The IIV File, together with the applicable information in the PCF in the case of the Bullish Fund, would also be the basis for the next business day's NAV calculation. Under normal circumstances, the Bullish Fund would be created and redeemed either entirely for cash and/or for Deposit Securities, plus a Balancing Amount, as described below. Under normal circumstances, the Bearish Funds would be created and redeemed entirely for cash. The IIV File published before the open of business on a business day would, however, permit NSCC participants to calculate (by means of calculating the IIV) the amount of cash required to create a Creation Unit, and the amount of cash that would be paid upon redemption of a Creation Unit, for each Bearish Fund for that business day. For the Bullish Fund, the PCF File would be prepared by the Trust after 4 p.m. ET and transmitted by the Index Receipt Agent to NSCC by 6:30 p.m. ET. All Authorized Participants who are NSCC participants, and the Exchange would have access to the Web site containing the IIV File. The IIV File would reflect the trades made on behalf of a Fund that business day and the creation/redemption orders for that business day. Accordingly, by 6:30 p.m. ET, Authorized Participants would know the composition of the Fund's portfolio for the next trading day. The Balancing Amount would also be determined shortly after 4 p.m. ET each business day. Although the Balancing Amount for most exchange-traded funds is a small amount reflecting accrued dividends and other distributions, for the Bullish Fund it is expected to be larger due to changes in the value of the Financial Instruments, *i.e.* , daily mark-to-market. For example, assuming a basket of deposit securities (“Deposit Basket”) of $5 million for a Bullish Fund, if the market increases 10%, the deposit basket would now be equal to $5.5 million at 4 p.m. ET. The Fund shares would increase in value by 20% or $1 million to equal $6 million total. With the Deposit Basket at $5.5 million, the Cash Balancing Amount would be $500,000. The next day's Deposit Basket and cash balancing amount is announced generally by 6:30 p.m. ET each business day. Creation of the Bullish Fund 28 28 This is the Bullish Fund based on the Dow Jones U.S. Telecommunications Index. Typically, persons 29 purchasing Creation Units from a Bullish Fund must make an in-kind deposit of a basket of securities (“Deposit Securities”) consisting of the securities selected by the Advisor from among those securities contained in the Fund's portfolio, together with an amount of cash specified by the Advisor (“Balancing Amount”), plus the applicable transaction fee (“Transaction Fee”). The Deposit Securities and the Balancing Amount collectively are referred to as the “Creation Deposit.” The Balancing Amount is a cash payment designed to ensure that the value of a Creation Deposit is identical to the value of the Creation Unit it is used to purchase. The Balancing Amount is an amount equal to the difference between the NAV of a Creation Unit and the market value of the Deposit Securities. 30 The Balancing Amount may, at times, represent a significant portion of the aggregate purchase price (or in the case of redemptions, the redemption proceeds). This may occur because the mark-to-market value of the Financial Instruments held by the Funds is included in the Balancing Amount. The Transaction Fee is a fee imposed by the Funds on investors purchasing (or redeeming) Creation Units. 29 Authorized Participants are the only persons that may place orders to create and redeem Creation Units. Authorized Participants must be registered broker-dealers or other securities market participants (such as banks and other financial institutions that are exempt from registration as broker-dealers to engage in securities transactions) who are participants in DTC. 30 While not typical, if the market value of the Deposit Securities is greater than the NAV of a Creation Unit, then the Balancing Amount would be a negative number, in which case the Balancing Amount would be paid by the Bullish Fund to the purchaser, rather than vice-versa. The Trust would make available through the DTC or the Distributor on each business day, prior to the opening of trading on the Exchange, a list of names and the required number of shares of each Deposit Security to be included in the Creation Deposit for each Bullish Fund (“Deposit List”). 31 The Trust also would make available on a daily basis information about the previous day's Balancing Amount. 31 In accordance with the Advisor's Code of Ethics, personnel of the Advisor with knowledge about the composition of a Creation Deposit will be prohibited from disclosing such information to any other person, except as authorized in the course of their employment, until such information is made public. The Bullish Fund reserves the right to permit or require an Authorized Participant to substitute an amount of cash and/or a different security to replace any prescribed Deposit Security. 32 Substitution might be permitted or required, for example, because one or more Deposit Securities may be unavailable, or may not be available in the quantity needed to make a Creation Deposit. Brokerage commissions incurred by a Fund to acquire any Deposit Security not part of a Creation Deposit are expected to be immaterial, and in any event the Adviser may adjust the relevant transaction fee to ensure that the Fund collects the extra expense from the purchaser. 32 In certain limited instances, a Fund may require a purchasing investor to purchase a Creation Unit entirely for cash. For example, on days when a substantial rebalancing of a Fund's portfolio is required, the Advisor might prefer to receive cash rather than in-kind stocks so that it has liquid resources on hand to make the necessary purchases. Orders to create or redeem Shares of the Bullish Fund must be placed through an Authorized Participant, which is either

(1)A broker-dealer or other participant in the continuous net settlement system of the NSCC or

(2)a DTC participant, and which has entered into a participant agreement with the Distributor. As noted below in “Dissemination of Intra-Day Indicative Value (IIV),” the Exchange would disseminate through the facilities of the CTA, at least in 15 second intervals during the Exchange's regular trading hours, the IIV on a per Share basis. The Funds would not be involved in, or responsible for, the calculation or dissemination of any such amount and would make no warranty as to its accuracy. Redemption of the Bullish Fund Bullish Fund Shares in Creation Unit aggregations would be redeemable on any day on which the New York Stock Exchange (“NYSE”) is open in exchange for a basket of securities (“Redemption Securities”). As it does for Deposit Securities, the Trust would make available to Authorized Participants on each business day prior to the opening of trading a list of the names and number of shares of Redemption Securities for each Fund. The Redemption Securities given to redeeming investors in most cases would be the same as the Deposit Securities required of investors purchasing Creation Units on the same day. 33 Depending on whether the NAV of a Creation Unit is higher or lower than the market value of the Redemption Securities, the redeemer of a Creation Unit would either receive from or pay to the Fund a cash amount equal to the difference (“Redemption Balancing Amount”). 34 The redeeming investor also must pay to the Fund a transaction fee to cover transaction costs. 35 33 There may be circumstances, however, where the Deposit and Redemption Securities could differ. For example, if ABC stock were replacing XYZ stock in a Fund's Underlying Index at the close of today's trading session, today's prescribed Deposit Securities might include ABC but not XYZ, while today's prescribed Redemption Securities might include XYZ but not ABC. 34 In the typical situation where the Redemption Securities are the same as the Deposit Securities, this cash amount would be equal to the Balancing Amount described above in the creation process. 35 Redemptions in which cash is substituted for one or more Redemption Securities may be assessed a higher transaction fee to offset the transaction cost to the Fund of selling those particular Redemption Securities. This fee is expected to be between $100 and $1,000. A Fund has the right to make redemption payments in cash, in kind, or a combination of each, provided that the value of its redemption payments equals the NAV of the Shares tendered at the time of tender, and the Redemption Balancing Amount. The Adviser currently contemplates that Creation Units of the Bullish Fund would be redeemed principally in kind with respect to the Redemption Securities and a Balancing Amount in cash largely resulting from the value of the Financial Instruments included in the Fund. In order to facilitate delivery of Redemption Securities, each redeeming Authorized Participant, acting on behalf of such Beneficial Owner or a DTC Participant, must have arrangements with a broker-dealer, bank, or other custody provider in each jurisdiction in which any of the Redemption Securities are customarily traded. If neither the redeeming Beneficial Owner nor the Authorized Participant has such arrangements, and it is not otherwise possible to make other arrangements, the Fund may in its discretion redeem the Shares for cash. Creation and Redemption of the Bearish Funds The Bearish Funds would be purchased and redeemed entirely for cash (“All-Cash Payments”). The use of an All-Cash Payment for the purchase and redemption of Creation Unit aggregations of the Bearish Funds is due to the limited transferability of Financial Instruments. The Exchange believes that Shares would not trade at a material discount or premium to the underlying securities held by a Fund based on potential arbitrage opportunities. The arbitrage process, which provides the opportunity to profit from differences in prices of the same or similar securities, increases the efficiency of the markets and serves to prevent potentially manipulative efforts. If the price of a Share deviates enough from the Creation Unit, on a per share basis, to create a material discount or premium, an arbitrage opportunity is created allowing the arbitrageur to either buy Shares at a discount, immediately cancel them in exchange for the Creation Unit and sell the underlying securities in the cash market at a profit, or sell Shares short at a premium and buy the Creation Unit in exchange for the Shares to deliver against the short position. In both instances the arbitrageur locks in a profit and the markets move back into line. 36 36 In their 1940 Act Application, the Applicants stated that they do not believe that All-Cash Payments will affect arbitrage efficiency. This is because Applicants believe it makes little difference to an arbitrageur whether Creation Unit aggregations are purchased in exchange for a basket of securities or cash. The important function of the arbitrageur is to bid the share price of any Fund up or down until it converges with the NAV. Applicants note that this can occur regardless of whether the arbitrageur is allowed to create in cash or with a Deposit Basket. In either case, the arbitrageur can effectively hedge a position in a Fund in a variety of ways, including the use of market-on-close contracts to buy or sell the Financial Instruments. Creation Unit Aggregation Purchase and Redemption Orders Creation Unit aggregations of the Funds would be purchased at NAV plus a transaction fee. For the Bearish Funds, the purchaser would make a cash payment by 12 p.m. ET on the third business day following the date on which the request was made (T+3) or earlier. For the Bullish Fund, the purchaser would make an in-kind payment and/or all cash payment generally on the third business day following the date on which the request was made (T+3) or earlier. Purchasers of the Funds in Creation Unit aggregations must satisfy certain creditworthiness criteria established by the Advisor and approved by the Board, as provided in the Authorized Participant Agreement between the Trust and Authorized Participants. Creation Unit aggregations of the Bullish Fund would be redeemable either in-kind or all in cash equal to the NAV less the transaction fee. Creation Unit aggregations of the Bearish Funds would be redeemable for an All-Cash Payment equal to the NAV less the transaction fee. A Bullish Fund has the right to make redemption payments in cash, in kind, or a combination of each, provided that the value of its redemption payments equals the NAV of the Shares tendered for redemption at the time of tender. 37 37 In the event an Authorized Participant has submitted a redemption request in good order and is unable to transfer all or part of a Creation Unit aggregation for redemption, a Fund may nonetheless accept the redemption request in reliance on the Authorized Participant's undertaking to deliver the missing Fund Shares as soon as possible, which undertaking shall be secured by the Authorized Participant's delivery and maintenance of collateral. The Authorized Participant Agreement will permit the Fund to buy the missing Shares at any time and will subject the Authorized Participant to liability for any shortfall between the cost to the Fund of purchasing the Shares and the value of the collateral. Dividends Dividends, if any, from net investment income would be declared and paid at least annually by each Fund in the same manner as by other open-end investment companies. Certain Funds may pay dividends on a semi-annual or more frequent basis. Distributions of realized securities gains, if any, generally would be declared and paid at least once a year. Dividends and other distributions on the Shares of each Fund would be distributed, on a pro rata basis to Beneficial Owners of such Shares. Dividend payments would be made through the Depository and the DTC Participants to Beneficial Owners then of record with proceeds received from each Fund. The Trust would not make the DTC book-entry Dividend Reinvestment Service (“Dividend Reinvestment Service”) available for use by Beneficial Owners for reinvestment of their cash proceeds but certain individual brokers may make a Dividend Reinvestment Service available to Beneficial Owners. The SAI would inform investors of this fact and direct interested investors to contact such investor's broker to ascertain the availability and a description of such a service through such broker. The SAI would also caution interested Beneficial Owners that they should note that each broker may require investors to adhere to specific procedures and timetables in order to participate in the service and such investors should ascertain from their broker such necessary details. Shares acquired pursuant to such service would be held by the Beneficial Owners in the same manner, and subject to the same terms and conditions, as for original ownership of Shares. Brokerage commissions charges and other costs, if any, incurred in purchasing Shares in the secondary market with the cash from the distributions generally would be an expense borne by the individual beneficial owners participating in reinvestment through such service. Dissemination of Intra-Day Indicative Value

(IIV)In order to provide updated information relating to each Fund for use by investors, professionals, and persons wishing to create or redeem Shares, the Exchange would disseminate through the facilities of the CTA:

(i)Continuously throughout the trading day, the market value of a Share, and

(ii)at least every 15 seconds throughout the trading day, a calculation of the IIV 38 as calculated by the Exchange (“IIV Calculator”). 39 Comparing these two figures helps an investor to determine whether, and to what extent, the Shares may be selling at a premium or a discount to NAV. The IIV Calculator would calculate an IIV for each Fund in the manner discussed below. The IIV is designed to provide investors with a reference value that can be used in connection with other related market information. The IIV does not necessarily reflect the precise composition of the current portfolio held by each Fund at a particular point in time. Therefore, the IIV on a per Share basis disseminated during Amex trading hours should not be viewed as a real time update of the NAV of a particular Fund, which is calculated only once a day. While the IIV that would be disseminated by the Amex is expected to be close to the most recently calculated Fund NAV on a per Share basis, it is possible that the value of the portfolio held by a Fund may diverge from the IIV during any trading day. In such case, the IIV would not precisely reflect the value of the Fund portfolio. 38 The intra-day indicative value or IIV is referred to by other issuers for different exchange-traded funds as an “Estimated NAV,” “Underlying Trading Value,” “Indicative Optimized Portfolio Value (IOPV),” and “Intraday Value” in various places such as the prospectus and marketing materials. 39 The Exchange will calculate the IIV for each Fund. Calculation of the IIV for the Bullish Fund The IIV Calculator would disseminate the IIV throughout the trading day for the Fund holding equity securities and Financial Instruments. The IIV Calculator would determine such IIV by:

(i)Calculating the estimated current value of equity securities held by the Fund (if applicable) by

(a)calculating the percentage change in the value of the Deposit List (as provided by the Trust) and applying that percentage value to the total value of the equity securities in the Fund as of the close of trading on the prior trading day (as provided by the Trust) or

(b)calculating the current value of all of the equity securities held by the Fund (as provided by the Trust);

(ii)calculating the mark-to-market gains or losses from the Fund's total return equity swap exposure based on the percentage change to the Underlying Index and the previous day's notional values of the swap contracts, if any, held by the Fund (which previous day's notional value would be provided by the Trust);

(iii)calculating the mark-to-market gains or losses from futures, options and other Financial Instrument positions by taking the difference between the current value of those positions held by the Fund, if any (as provided by the Trust), and the previous day's value of such positions;

(iv)adding the values from (i),

(ii)and

(iii)above to an estimated cash amount provided by the Trust (which cash amount would include the swap costs), to arrive at a value; and

(v)dividing that value by the total shares outstanding (as provided by the Trust) to obtain current IIV. Calculation of the IIV for the Bearish Funds The IIV Calculator would disseminate the IIV throughout the trading day for the Bearish Funds. The IIV Calculator would determine such IIV by:

(i)Calculating the mark-to-market gains or losses from the Fund's total return equity swap exposure based on the percentage change to the Underlying Index and the previous day's notional values of the swap contracts, if any, held by such Fund (which previous day's notional value would be provided by the Trust);

(ii)calculating the mark-to-market gains or losses from futures, options and other Financial Instrument positions; by taking the difference between the current value of those positions held by the Fund, if any (as provided by the Trust), and the previous day's value of such positions;

(iii)adding the values from

(i)and

(ii)above to an estimated cash amount provided by the Trust (which cash amount would include the swap costs), to arrive at a value; and

(iv)dividing that value by the total shares outstanding (as provided by the Trust) to obtain current IIV. Criteria for Initial and Continued Listing The Shares are subject to the criteria for initial and continued listing of Index Fund Shares in Rule 1002A. A minimum of two Creation Units (at least 150,000 Shares) would be required to be outstanding at the start of trading. This minimum number of Shares required to be outstanding at the start of trading would be comparable to requirements that have been applied to previously listed series of Index Fund Shares. The Exchange believes that the proposed minimum number of Shares outstanding at the start of trading is sufficient to provide market liquidity. The Exchange, pursuant to Rule 1002A(a)(ii), will obtain a representation from the Trust (for each Fund), prior to listing, that the NAV per share for each Fund would be calculated daily and made available to all market participants at the same time. The Exchange represents the Trust is required to comply with Rule 10A-3 under the Act 40 for the initial and continued listing of the Shares. 40 17 CFR 240.10A-3 (setting forth listing standards relating to audit committees). The Amex original listing fee applicable to the listing of the Funds is $5,000 for each Fund. In addition, the annual listing fee applicable to the Funds under section 141 of the *Amex Company Guide* would be based upon the year-end aggregate number of outstanding Shares in all Funds of the Trust listed on the Exchange. Amex Trading Rules and Trading Halts The Shares are equity securities subject to Amex rules governing the trading of equity securities, including, among others, rules governing priority, parity and precedence of orders, specialist responsibilities, and account opening and customer suitability. The Funds would trade on the Amex until 4:15 p.m. ET each business day. Shares would trade with a minimum price variation of $.01. In addition, Amex Rule 154-AEMI(c)(ii) 41 and Commentary .04 to Amex Rule 190 42 apply to Index Fund Shares listed on the Exchange, including the Shares. 41 Amex Rule 154-AEMI(c)(ii) provides that stop and stop limit orders to buy or sell a security (other than an option, which is covered by Amex Rule 950(f) and Amex Rule 950-ANTE(f) and Commentary thereto), the price of which is derivatively priced based upon another security or index of securities, may be elected by a quotation. The Exchange has designated Index Fund Shares, including the Shares, as eligible for this treatment. 42 Commentary .04 states that nothing in Amex Rule 190(a) should be construed to restrict a specialist registered in a security issued by an investment company from purchasing and redeeming the listed security or securities that can be subdivided or converted into the listed security from the issuer as appropriate to facilitate the maintenance of a fair and orderly market. In addition to other factors that may be relevant, the Exchange may consider factors such as those set forth in Amex Rule 918C(b) in exercising its discretion to halt or suspend trading in Index Fund Shares. These factors would include, but are not limited to,

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

(2)whether other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present. In the case of the Financial Instruments held by a Fund, the Exchange represents that a notification procedure would be implemented so that timely notice from the Advisor is received by the Exchange when a particular Financial Instrument is in default or shortly to be in default. Notification from the Advisor would be made by phone, facsimile or e-mail. The Exchange would then determine on a case-by-case basis whether a default of a particular Financial Instrument justifies a trading halt of the Shares. Trading in shares of the Funds would also be halted if the circuit breaker parameters under Amex Rule 117 have been reached. Amex Rule 1002A(b)(ii) sets forth the trading halt parameters with respect to Index Fund Shares. If the IIV or the Underlying Index value applicable to that series of Index Fund Shares is not being disseminated as required, the Exchange may halt trading during the day in which the interruption to the dissemination of the IIV or the Underlying Index value occurs. If the interruption to the dissemination of the IIV or the Underlying Index value persists past the trading day in which it occurred, the Exchange would halt trading no later than the beginning of the trading day following the interruption. Information Circular The Exchange, in an Information Circular to Exchange members and member organizations, prior to the commencement of trading, will inform members and member organizations, regarding the application of Commentary .06 to Amex Rule 1000A-AEMI to the Funds. The Information Circular will further inform members and member organizations of the prospectus and/or Product Description delivery requirements that apply to the Funds. 43 43 The Exchange states that the product description used in reliance on Section 24(d) of the 1940 Act (15 U.S.C. 80a-24(d)) will comply with all representations and conditions set forth in the Application. *See supra* note 24. The Information Circular will also provide guidance with regard to member firm compliance responsibilities when effecting transactions in the Shares and highlighting the special risks and characteristics of the Funds and Shares as well as applicable Exchange rules. In particular, the Information Circular will set forth the requirements relating to Commentary .05 to Amex Rule 411 (Duty to Know and Approve Customers). Specifically, the Information Circular will remind members of their obligations in recommending transactions in the Shares so that members have a reasonable basis to believe that

(1)the recommendation is suitable for a customer given reasonable inquiry concerning the customer's investment objectives, financial situation, needs, and any other information known by such member, and

(2)that the customer can evaluate the special characteristics, and is able to bear the financial risks, of such investment. In connection with the suitability obligation, the Information Circular will also provide that members make reasonable efforts to obtain the following information:

(a)The customer's financial status;

(b)the customer's tax status;

(c)the customer's investment objectives; and

(d)such other information used or considered to be reasonable by such member or registered representative in making recommendations to the customer. In addition, the Information Circular will disclose that the procedures for purchases and redemptions of Shares in Creation Units are described in each Fund's prospectus and SAI, and that Shares are not individually redeemable, but are redeemable only in Creation Unit aggregations or multiples thereof. Surveillance The Exchange represents that its surveillance procedures are adequate to properly monitor the trading of the Shares. Specifically, Amex would rely on its existing surveillance procedures governing Index Fund Shares. In addition, the Exchange also has a general policy prohibiting the distribution of material, non-public information by its employees. 2. Statutory Basis The proposed rule change is consistent with section 6(b) of the Act, 44 in general, and furthers the objectives of section 6(b)(5), 45 in particular, in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and, in general, to protect investors and the public interest. 44 15 U.S.C. 78f(b). 45 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange states that the proposed rule change would impose no 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 states that no written comments were solicited or received by the Exchange on this 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 *rulecomments@sec.gov* . Please include File Number SR-Amex-2007-104 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-2007-104. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Section, 100 F Street, NE., Washington, DC 20549. Copies of such filing also will be available for inspection and copying at the principal office of the Amex. 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-2007-104 and should be submitted on or before January 17, 2008. IV. Commission's Findings and Order Granting Accelerated Approval of the Proposed Rule Change After careful consideration, the Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange. 46 In particular, the Commission finds that the proposed rule change is consistent with section 6(b)(5) of the Act, 47 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 notes that it previously approved the original listing and trading of certain inverse leveraged fund shares based on a variety of indexes. 48 The Commission also notes that it has previously approved the listing and trading of exchange-traded funds based on three of the Underlying Indexes. 49 The Commission notes that the Exchange has represented that the two remaining Underlying Indexes meet the Exchange's criteria for indexes underlying Index Fund Shares that may be approved for listing and trading under Amex's generic listing standards adopted pursuant to Rule 19b-4(e) under the Act. 50 46 In approving this proposed rule change, the Commission notes that it has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 47 15 U.S.C. 78f(b)(5). 48 *See* Securities Exchange Act Release Nos. 56592 (October 1, 2007), 72 FR 57364 (October 9, 2007) (SR-Amex-2007-60) (approving the listing and trading of eight funds of ProShares Trust based on international equity indexes; *see also supra* note 3. 49 *See supra* notes 9 to 11. 50 S *ee supra* notes 12 and 13 and accompanying text. The Commission further believes that the proposal is consistent with section 11A(a)(1)(C)(iii) of the Act, 51 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. The Exchange has represented that quotations and last-sale information for the Shares will be disseminated over the Consolidated Tape. In addition, the Exchange will disseminate by means of the CTA and CQ High Speed lines, the IIV at least every 15 seconds on a daily basis throughout Amex's trading day, the most recent NAV for each Fund, the number of Shares outstanding for each Fund, and the estimated cash amount and total cash amount per Creation Unit. The Exchange will also make available on its Web site daily trading volume, the closing prices, the NAV, and the final dividend amounts to be paid for each Fund. 51 15 U.S.C. 78k-1(a)(1)(C)(iii). 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 websites by independent market data vendors. Data regarding each Underlying Index is also available from the respective index provider to subscribers. For the Funds based on indexes based on fixed income securities, the index value would be calculated once daily. 52 With respect to the Dow Jones U.S. Select Telecommunications Index, the value would be updated intra-day on a real time basis as its individual component securities change in price and would be disseminated at least every 15 seconds throughout the trading day by the Amex or another organization authorized by the relevant Underlying Index provider. 52 The value for the Underlying Indexes consisting of Fixed Income Securities ( *i.e.* , the Bearish Funds) are calculated once daily. The Trust's Web site will contain a variety of other quantitative information for the Shares of each Fund. Finally, each Fund's total portfolio composition will be disclosed on the Web site of the Trust or another relevant Web site as determined by the Trust and/or the Exchange. Web site disclosure of portfolio holdings will be made by the Trust on a daily basis and will include, as applicable, the specific types of Financial Instruments and characteristics of such instruments, the cash equivalents and amount of cash held in the portfolio of each Fund. Furthermore, the Commission believes that the proposal to list and trade the Shares is reasonably designed to promote fair disclosure of information that may be necessary to price the Shares appropriately and to prevent trading when a reasonable degree of transparency cannot be assured. The Commission notes that the Exchange will obtain a representation from the Trust (for each Fund), prior to listing, that the NAV per Share for each Fund will be calculated daily and made available to all market participants at the same time. 53 In addition, the Exchange represents that the Web site disclosure of the portfolio composition of each Fund and the disclosure by the Advisor of the IIV File and the PCF will occur at the same time. Commentaries .02(b)(i) and .03(b)(i) to Amex Rule 1000A-AEMI provides for “fire wall” procedures with respect to personnel who have access to information concerning changes and adjustments to the Underlying Index, among other things. Commentary .09 to Amex Rule 1000A-AEMI restricts members or persons associated with members who have knowledge of all material terms and conditions of an order being facilitated or orders being crossed to enter, based on such knowledge, an order to buy or sell a Share that is the subject of the order, an order to buy or sell the overlying option class, or an order to buy or sell any related instrument 54 until all the terms of the order are disclosed to the trading crowd or the trade is no longer imminent in view of the passage of time since the order was received. 53 *See* Amex Rule 1002A(a)(ii). 54 For purposes of Commentary .09, an order to buy or sell a “related instrument” means an order to buy or sell securities comprising ten percent or more of the component securities in the Underlying Index or an order to buy or sell a futures contract on any economically equivalent index. *See* Commentary .09 to Amex Rule 1000A-AEMI. The Commission also believes that the Exchange's trading halt rules are reasonably designed to prevent trading in the Shares when transparency is impaired. Amex Rule 1002A(b)(ii) provides that the Exchange will halt trading in the Shares if the circuit breaker parameters of Amex Rule 117 have been reached. In exercising its discretion to halt or suspend trading in the Shares, the Exchange may consider factors such as those set forth in Amex Rule 918C(b) and other relevant factors. In addition, Amex Rule 1002A(b)(ii) provides that, if the IIV or the Underlying Index value applicable to that series of Index Fund Shares is not being disseminated as required, the Exchange may halt trading during the day in which the interruption to the dissemination of the IIV or the Underlying Index value occurs. If the interruption to the dissemination of the IIV or the Underlying Index value persists past the trading day in which it occurred, the Exchange will halt trading no later than the beginning of the trading day following the interruption. The Commission further believes that the trading rules and procedures to which the Shares will be subject pursuant to this proposal are consistent with the Act. The Exchange has represented that the Shares are equity securities subject to Amex's rules governing the trading of equity securities. In support of this proposal, the Exchange has made the following representations: 1. The Exchange's surveillance procedures are adequate to properly monitor the trading of the Shares. Specifically, Amex will rely on its existing surveillance procedures governing Index Fund Shares. 2. Prior to the commencement of trading, the Exchange will inform its members and member organizations in an Information Circular regarding the application of Commentary .06 to Amex Rule 1000A-AEMI to the Funds and the prospectus and/or product description delivery requirements that apply to the Funds. The Information Circular will also provide guidance with regard to member firm compliance responsibilities when effecting transactions in the Shares and highlighting the special risks and characteristics of the Funds and Shares, as well as applicable Exchange rules. In addition, the Information Circular will disclose that the procedures for purchases and redemptions of Shares in Creation Units are described in each Fund's prospectus, and that Shares are not individually redeemable, but are redeemable only in Creation Unit aggregations or multiples thereof. 3. The Exchange represents that the Trust is required to comply with Rule 10A-3 under the Act 55 for the initial and continued listing of the Shares. 55 17 CFR 240.10A-3. 4. This Order is conditioned on Amex's adherence to the foregoing representations. The Commission finds good cause to approve the proposed rule change, prior to the thirtieth day after publication for comment in the **Federal Register** pursuant to section 19(b)(2) of the Act. 56 The Commission does not believes that the proposed rule change, as modified by Amendment No. 1, raises any novel regulatory issues. Accelerating approval will allow the Shares to trade on the Exchange without undue delay and should generate additional competition in the market for such products. 56 15 U.S.C. 78s(b)(2). V. Conclusion IT IS THEREFORE ORDERED, pursuant to section 19(b)(2) of the Act, 57 that the proposed rule change (SR-Amex-2007-104), as modified by Amendment No. 1, be and it hereby is, approved on an accelerated basis. 57 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Trade and Markets, pursuant to delegated authority. 58 58 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-24997 Filed 12-26-07; 8:45 am] BILLING CODE 8011-01-P SMALL BUSINESS ADMINISTRATION CommunityExpress Pilot Program AGENCY: U.S. Small Business Administration (SBA). ACTION: Notice of Pilot Program extension. SUMMARY: This notice announces SBA's extension of the CommunityExpress Pilot Program until March 30, 2008. This extension will allow SBA to complete and implement a restructuring of the CommunityExpress program. DATES: The CommunityExpress Pilot Program is extended under this notice until March 30, 2008. FOR FURTHER INFORMATION CONTACT: Charles Thomas, Office of Financial Assistance, U.S. Small Business Administration, 409 Third Street, SW., Washington, DC 20416; Telephone

(202)205-6490; *charles.thomas@sba.gov* . SUPPLEMENTARY INFORMATION: The CommunityExpress Pilot Program was established in 1999 based on the Agency's SBAExpress Program. Lenders approved for participation in CommunityExpress are authorized to use the expedited loan processing procedures in place for the SBAExpress Program, but the loans approved under this Program must be to distressed or underserved markets. To encourage lenders to make these loans, SBA provides its standard 75-85 percent guaranty, which contrasts with the 50 percent guaranty the Agency provides under SBAExpress. However, under CommunityExpress, participating lenders must arrange and, when necessary, pay for appropriate technical assistance for their borrowers under the program. Maximum loan amounts under this Program are limited to $250,000. SBA previously extended CommunityExpress until December 31, 2007 (72 FR 13341), to discuss and develop possible changes and enhancements to the Program. The further extension of this Program until March 30, 2008, will allow SBA to develop several new concepts designed to improve the potential effectiveness and efficiency of the program and enhance the prospects of success for the small business borrowers under it. (Authority: 13 CFR 120.3) Charles W. Thomas, Acting Director, Office of Financial Assistance. [FR Doc. E7-25102 Filed 12-26-07; 8:45 am] BILLING CODE 8025-01-P DEPARTMENT OF STATE [Public Notice 6040] Culturally Significant Objects Imported for Exhibition Determinations: “Rhythms of Modern Life: British Prints 1914-1939” SUMMARY: Notice is hereby given of the following determinations: Pursuant to the authority vested in me by the Act of October 19, 1965 (79 Stat. 985; 22 U.S.C. 2459), Executive Order 12047 of March 27, 1978, the Foreign Affairs Reform and Restructuring Act of 1998 (112 Stat. 2681, *et seq.* ; 22 U.S.C. 6501 note, *et seq.* ), Delegation of Authority No. 234 of October 1, 1999, Delegation of Authority No. 236 of October 19, 1999, as amended, and Delegation of Authority No. 257 of April 15, 2003 [68 FR 19875], I hereby determine that the objects to be included in the exhibition “Rhythms of Modern Life: British Prints 1914—1939,” imported from abroad for temporary exhibition within the United States, are of cultural significance. The objects are imported pursuant to loan agreements with the foreign owners or custodians. I also determine that the exhibition or display of the exhibit objects at the Museum of Fine Arts, Boston, Boston, Massachusetts, from on or about January 30, 2008, until on or about June 1, 2008, the Metropolitan Museum of Art, New York, New York, from on or about September 23, 2008, until on or about December 7, 2008, The Wolfsonian at Florida International University, Miami Beach, Florida, from on or about January 1, 2009, until on or about April 1, 2009, and at possible additional exhibitions or venues yet to be determined, is in the national interest. Public Notice of these Determinations is ordered to be published in the **Federal Register** . FOR FURTHER INFORMATION CONTACT: For further information, including a list of the exhibit objects, contact Paul W. Manning, Attorney-Adviser, Office of the Legal Adviser, U.S. Department of State ( *telephone:* 202/453-8052). The address is U.S. Department of State, SA-44, 301 4th Street, SW., Room 700, Washington, DC 20547-0001. Dated: December 18, 2007. C. Miller Crouch, Principal Deputy Assistant Secretary for Educational and Cultural Affairs, Department of State. [FR Doc. E7-25070 Filed 12-26-07; 8:45 am] BILLING CODE 4710-05-P DEPARTMENT OF STATE [Public Notice 6041] Culturally Significant Objects Imported for Exhibition Determinations: “Wine, Worship and Sacrifice: The Golden Graves of Ancient Vani” AGENCY: Department of State. ACTION: Notice, correction. SUMMARY: On October 11, 2007, notice was published on page 57987 of the **Federal Register** (volume 72, number 196) of determinations made by the Department of State pertaining to the exhibition “Wine, Worship and Sacrifice: The Golden Graves of Ancient Vani.” The referenced notice is corrected as to two additional objects to be included in the exhibition. Notice is hereby given of the following determinations: Pursuant to the authority vested in me by the Act of October 19, 1965 (79 Stat. 985; 22 U.S.C. 2459), Executive Order 12047 of March 27, 1978, the Foreign Affairs Reform and Restructuring Act of 1998 (112 Stat. 2681, *et seq.* ; 22 U.S.C. 6501 note, *et seq.* ), Delegation of Authority No. 234 of October 1, 1999, Delegation of Authority No. 236 of October 19, 1999, as amended, and Delegation of Authority No. 257 of April 15, 2003 [68 FR 19875], I hereby determine that the additional objects to be included in the exhibition “Wine, Worship and Sacrifice: The Golden Graves of Ancient Vani”, imported from abroad for temporary exhibition within the United States, are of cultural significance. The additional objects are imported pursuant to loan agreements with the foreign owners or custodians. I also determine that the exhibition or display of the additional exhibit objects at the Institute for the Study of the Ancient World, New York, New York, from on or about March 10, 2008 until on or about June 1, 2008, and at possible additional exhibitions or venues yet to be determined, is in the national interest. Public Notice of these Determinations is ordered to be published in the **Federal Register** . FOR FURTHER INFORMATION CONTACT: For further information, including a list of the exhibit objects, contact Wolodymyr Sulzynsky, Attorney-Adviser, Office of the Legal Adviser, U.S. Department of State (telephone: 202/453-8050). The address is U.S. Department of State, SA-44, 301 4th Street, SW., Room 700, Washington, DC 20547-0001. Dated: December 18, 2007. C. Miller Crouch, Principal Deputy Assistant Secretary, for Educational and Cultural Affairs, Department of State. [FR Doc. E7-25067 Filed 12-26-07; 8:45 am] BILLING CODE 4710-05-P DEPARTMENT OF STATE [Public Notice 6013] International Security Advisory Board

(ISAB)Meeting Notice Closed Meeting In accordance with section 10(a)(2) of the Federal Advisory Committee Act, 5 U.S.C. App. 2 § 10(a)(2), the Department of State announces a meeting of the International Security Advisory Board

(ISAB)to take place on January 28, 2008, at the Department of State, Washington, DC. Pursuant to section 10(d) of the Federal Advisory Committee Act, 5 U.S.C. App. 2 § 10(d), and to 5 U.S.C. 552b(c)(1), it has been determined that this Board meeting will be closed to the public in the interest of national defense and foreign policy because the Board will be reviewing and discussing matters classified in accordance with Executive Order 12958. The purpose of the ISAB is to provide the Department with a continuing source of independent advice on all aspects of arms control, disarmament, political-military affairs, and international security and related aspects of public diplomacy. The agenda for this meeting will include classified discussions related to the Board's ongoing studies on current U.S. policy and issues regarding international security, nuclear proliferation, and diplomacy. For more information, contact Brandy Buttrick, Deputy Executive Director of the International Security Advisory Board, Department of State, Washington, DC 20520, telephone:

(202)647-9336. Dated: December 13, 2007. George W. Look, Executive Director, International Security Advisory Board, Department of State. [FR Doc. E7-25066 Filed 12-26-07; 8:45 am] BILLING CODE 4710-27-P DEPARTMENT OF STATE [Public Notice 6016] U.S. National Commission for UNESCO Notice of Open Advisory Committee Teleconference Meeting *Summary:* The U.S. National Commission for UNESCO will meet via telephone conference on Monday, January 7, 2008, from 11 a.m. until 12 p.m. Eastern Time. The purpose of the teleconference meeting is to consider the recommendations of the Commission's National Committee for the Intergovernmental Oceanographic Commission (IOC). The U.S. National Committee for the IOC was asked to provide recommendations on the UNESCO study related to the Future of the IOC (for more information see IOC Circulars #2247 and #2249 *http://ioc3.unesco.org/cl/letters/CL%202247_e.pdf* and *http://ioc3.unesco.org/cl/letters/CL%202249_e.pdf).* The call will also be an opportunity to provide an update on recent and upcoming Commission and UNESCO activities. The Commission will accept brief oral comments during a portion of this conference call. This public comment period will last 15 minutes, and comments are limited to two minutes per person. Members of the public who wish to present oral comments or to listen to the conference call must make arrangements with the Executive Secretariat of the National Commission by January 4, 2008. For more information or to arrange to participate in the teleconference meeting, contact Alex Zemek, Deputy Executive Director of the U.S. National Commission for UNESCO, Washington, DC 20037. *Telephone:*

(202)663-0026; *Fax:*

(202)663-0035; *e-mail:* *DCUNESCO@state.gov* . Dated: December 18, 2007. Susanna Connaughton, U.S. National Commission for UNESCO, Department of State. [FR Doc. E7-25072 Filed 12-26-07; 8:45 am] BILLING CODE 4710-19-P DEPARTMENT OF STATE [Public Notice 6042] Solicitation of Input and Participation in a Dialogue To Review the Standardized Program Structure for Foreign Assistance; Correction The Office of the Director of U.S. Foreign Assistance

(F)is commencing public consultations on the “Standardized Program Structure for Foreign Assistance” (Program Structure). The Program Structure was developed in 2006 through a deliberative interagency process as part of the Secretary's Foreign Assistance Reform. It serves as a lexicon for categorizing and tracking foreign assistance activities from a number of different foreign assistance appropriation accounts, collectively totaling approximately $25 billion in U.S. Foreign Assistance. F will consider changes to the Program Structure through a three-phase process: • Phase I will engage public stakeholders (including Non-Governmental Organizations—NGOs) in dialogue; • Phase II will engage Federal interagency partners; and • Phase III will occur when all external and internal stakeholder input is collected and analyzed, and then forwarded to the Director of U.S. Foreign Assistance for a decision regarding proposed adjustments to the Program Structure. This process is expected to take 4-6 months from the start date of the first stage, and will result in a refined Program Structure that will serve as the foundation for future planning and performance products. This notice pertains to Phase I. The purpose of the consultative process is to fulfill a commitment to engage with external stakeholders to obtain input to improve the Program Structure (for example, to clarify definitions, identify gaps, or remove duplication). Consultation with external stakeholders and analysis of their inputs are expected to last for a period of between 8-12 weeks. F will use the administrative, technical, and logistical services of the National Academy of Public Administration

(NAPA)to facilitate consultations. Effective December 19, 2007, the Department of State will solicit the public for recommended changes at the “program area” level (e.g., Transnational Crime; Rule of Law and Human Rights; Health; Macroecomonic Foundation for Growth; Disaster Readiness) of the structure, and below (i.e., program element; program sub-element). The public is strongly encouraged to review the PROGRAM STRUCTURE by going to the following Internet site: *http://www.state.gov/documents/organization/93447.pdf.* Written recommendations for changes will be accepted ONLY between December 27-January 18, 2008, and must be made, by means of e-mail, to the following address: *ForeignAssistanceDefinitions@state.gov.* Recommendations must state clearly the recommended change, the rationale for the change, and the expected impact on other aspects of the Program Structure. Following the solicitation period, five

(5)focus group meetings (addressing each of the program objectives) will be managed by the Department of State, and hosted and facilitated by NAPA at their location (900 7th Street, NW., Washington, DC 20001). Focus group sessions are tentatively scheduled to take place in January 2008. Participation will be limited to a predetermined number of attendees (due to space limitations), but the Department of State and NAPA will make every effort to ensure representation of a broad cross-section of stakeholders. The focus groups will review written comments, discuss any additional suggestions for changes and make recommendations on which changes should be further considered by the Department of State. Individuals and organizations interested in participating in focus group sessions should contact Lena Trudeau, Program Area Director, Strategic Initiatives, National Academy of Public Administration,

(202)315-5476 (Direct), *ltrudeau@napawash.org.* Following the focus groups, a plenary session will review recommendations made by each of the groups, before final recommendations are forwarded to the Department of State for consideration by the Federal interagency. The plenary session will occur in the late January timeframe (specific date to be determined) at NAPA offices, and like the focus groups, be limited to a predetermined number of attendees due to space limitations. *Attendance will be determined by the Department of State with the objective of ensuring balanced and broad representation from stakeholders.* The Department of State is committed to engaging its critical stakeholders in an unprecedented opportunity to review its Program Structure, so as to improve its foreign assistance reform effort currently underway. General information related to U.S. Foreign Assistance may be found at the following Internet site: *http://www.state.gov/f/.* Dated: December 19, 2007. Jill Copenhaver, Management Officer, Office of U.S. Foreign Assistance, Department of State. [FR Doc. E7-25230 Filed 12-26-07; 8:45 am] BILLING CODE 4710-02-P SUSQUEHANNA RIVER BASIN COMMISSION Notice of Actions Taken at December 5, 2007 Meeting AGENCY: Susquehanna River Basin Commission. ACTION: Notice of commission actions. SUMMARY: At its regular business meeting on December 5, 2007 in Lancaster, Pennsylvania, the Commission:

(1)Recognized former Pennsylvania State Senator Noah Wenger and outgoing New York Alternate Member Scott Foti,

(2)heard a report on hydrologic conditions in the basin,

(3)adopted a final rule making action and a companion resolution regarding agricultural consumptive use,

(4)approved a new aquifer testing guidance for project sponsors proposing groundwater withdrawals,

(5)accepted the FY 2007 audit report, and

(6)approved a grant and three contracts. The Commission also conducted a public hearing to approve certain water resources projects, to accept three settlement agreements, to deny a request for an administrative hearing, to extend two emergency water withdrawal certificates, and to adopt a revised project fee schedule. See the Supplementary Information section below for more details on these actions. DATES: December 5, 2007. ADDRESSES: Susquehanna River Basin Commission, 1721 N. Front Street, Harrisburg, PA 17102-2391. FOR FURTHER INFORMATION CONTACT: Richard A. Cairo, General Counsel, telephone:

(717)238-0423; ext. 306; fax:

(717)238-2436; e-mail: *rcairo@srbc.net* or Deborah J. Dickey, Secretary to the Commission, telephone:

(717)238-0422, ext. 301; fax:

(717)238-2436; e-mail: *ddickey@srbc.net* . Regular mail inquiries may be sent to the above address. SUPPLEMENTARY INFORMATION: The final rule making action amends the consumptive use provisions of 18 CFR part 806 relating to agricultural water use and Part 808 relating to an erroneous authority citation, and a companion resolution determines that certain projects supported by the Commission's member states provide sufficient mitigation for agricultural consumptive use. Also, the Commission approved a grant for Chesapeake Bay nutrient monitoring and contracts for the development of a Yield Analysis Tool, the production of New York State inundation maps, and the commencement of a comprehensive water resources study for the Morrison Cove area of the Juniata Subbasin. The Commission also convened a public hearing and took the following actions: *Public Hearing—Projects Approved* 1. Project Sponsor and Facility: Village of Waverly (Well 4), Tioga County, NY. Modification of groundwater approval (Docket No. 20030207). 2. Project Sponsor and Facility: Sno Mountain LLC, Scranton City, Lackawanna County, PA. Application to transfer approvals for surface water withdrawal of 7.300 mgd and consumptive water use of up to 1.600 mgd (Docket No. 20030405). 3. Project Sponsor: Graymont

(PA)Inc. Project Facility: Pleasant Gap Facility, Spring Township, Centre County, PA. Modification of consumptive water use approval (Docket No. 20050306). 4. Project Sponsor: Glenn O. Hawbaker, Inc. Project Facility: Pleasant Gap Facility, Spring Township, Centre County, PA. Modification of consumptive water use approval (Docket No. 20050307). 5. Project Sponsor: Parkwood Resources, Inc. Project Facility: Cherry Tree Mine, Burnside Township, Indiana and Clearfield Counties, PA. Application for consumptive water use of up to 0.225 mgd. 6. Project Sponsor and Facility: Mountainview Thoroughbred Racing Association, Inc., East Hanover Township, Dauphin County, PA. Modification of consumptive water use approval (Docket No. 20020819). 7. Project Sponsor and Facility: King Drive Corp., Middle Paxton Township, Dauphin County, PA. Modification of consumptive water use approval (Docket No. 20020615). 8. Project Sponsor and Facility: York Plant Holding LLC, Springettsbury Township, York County, PA. Application for consumptive water use of up to 0.575 mgd. *Public Hearing—Enforcement Actions Approved:* Settlement agreements were accepted for the following projects: 1. Project Sponsor and Facility: Cooperstown Dreams Park, Inc. (Docket No. 20060602), Town of Hartwick, Otsego County, NY. 2. Project Sponsor: Sand Springs Development Corp. (Docket No. 20030406). Project Facility: Sand Springs Golf Community, Butler Township, Luzerne County, PA. 3. Project Sponsor and Facility: BC Natural Chicken, LLC (Docket No. 20040305), Bethel Township, Lebanon County, PA. *Public Hearing—Denial of Request for Administrative Hearing:* Under Section 808.2 of the Commission's Regulation relating to administrative appeals, the Commission denied a request for an administrative hearing concerning the following project: Project Sponsor—PPL Susquehanna, LLC; Project Facility—Susquehanna Steam Electric Station, Salem Township, Luzerne County, PA. (Docket No. 19950301). *Public Hearing—Extension of Emergency Water Withdrawal Certificates:* Emergency water withdrawal certificates were extended for the following projects: 1. Project Sponsor and Facility: City of Lock Haven, Wayne Township, Clinton County, PA. 2. Project Sponsor and Facility: Houtzdale Municipal Authority (Docket No. 19950101), Rush Township, Centre County, PA. *Public Hearing—Fee Schedule Revision* The Commission adopted a revised project fee schedule that includes categorical fee adjustments for inflation and the addition of a fee category for withdrawals of less than 100,000 gpd involving a consumptive use. The revised schedule takes effect on January 1, 2008 and remains in effect until December 31, 2008. Authority: Public Law 91-575, 84 Stat. 1509 et seq., 18 CFR Parts 806, 807, and 808. Dated: December 13, 2007. Thomas W. Beauduy, Deputy Director. [FR Doc. E7-25112 Filed 12-26-07; 8:45 am] BILLING CODE 7040-01-P DEPARTMENT OF TRANSPORTATION Federal Aviation Administration Notice of Airport Level Designation for Newark Liberty International Airport for the Summer 2008 Scheduling Season AGENCY: Department of Transportation, Federal Aviation Administration (FAA). ACTION: Notice of Schedule Coordination. SUMMARY: Under this notice, the FAA announces that Newark Liberty International Airport

(EWR)has been designated a Level 3 Coordinated Airport for the summer 2008 scheduling season under the International Air Transport Association

(IATA)Worldwide Scheduling Guidelines. This notice supercedes the September 24, 2007, notice that designated EWR a Level 2 Schedules Facilitated Airport. 72 FR 54317. Based on a recently completed capacity analysis, a review of last summer's demand, the projections for summer 2008, discussions with carriers regarding future schedule plans, and the potential for increased operations at EWR due to operating limits at JFK, the FAA has determined that a Level 3 airport declaration is warranted. The FAA's primary constraint is runway capacity, but the Port Authority of New York and New Jersey (Port Authority), the airport's operator, also will continue to review proposed schedules for gates, facility, customs, immigration, or similar groundside constraints. The FAA and the Port Authority recognize that separate coordination process for runway slots and gate terminal slots is a burden for carriers and, therefore, the process is under review in order to facilitate communication and reduce the administrative workload. IATA will be consulted regarding “best practices” in use at other coordinated airports. EWR delays over the last several years have been among the highest in the system. Despite a relatively stable number of daily air traffic operations, the airport is experiencing increased congestion and delay partly as a result of certain peak hours when demand approaches or exceeds the airport's average arrival and departure runway throughput. Comparing the period of October 2006 through September 2007 to the same period in the previous year, the average daily operations at EWR decreased by about one-half percent; the average daily arrivals with delays greater than one hour increased 18 percent; and on-time gate arrivals within 15 minutes of scheduled time decreased from 63.52 percent to 61.72 percent. On-time departures within 15 minutes of scheduled time declined from 71.95 percent to 69.33 percent. The average taxi-out delay remained 28.6 minutes. To determine the airport's throughput, the FAA engaged MITRE's Center for Advanced Aviation System Development (CAASD) to review two years' worth of operational data for weekdays from September 2006 through August 2007. The analysis included hourly arrival and departure counts and the hourly air traffic control

(ATC)established rates for those same periods. These rates were combined to develop an “adjusted” capacity number to reflect the airport's operational capability. This method compensates for periods when demand during a particular hour was below the ATC acceptance rates and also accounts for actual operations above ATC rates. For the last twelve months of the study period, the average adjusted capacity was 83 operations per hour, down almost five percent from the earlier months analyzed. The FAA is continuing to review ways to improve the airport's capacity and has been engaged in numerous efforts to identify and implement changes that would improve the efficiency of the ATC system. For example, as part of the FAA's New York Aviation Rulemaking Committee (ARC), over 77 initiatives were identified for the New York City area. A number of these initiatives will benefit the EWR operations. A full copy of the ARC's report to the Secretary of Transpiration is available on the FAA's Web site at *http://www.faa.gov* . The FAA's review of air carriers' schedule submissions for summer 2008 indicated new planned operations in peak hours as well as the retiming of operations from less congested to more congested periods. About 100 new peak-day flights were requested. Proposed schedules in the afternoon and evening period, which were historically high during summer 2007, are of the greatest concern. These proposed schedules, if implemented, would result in a significant increase of operations at EWR and would exceed the airport's optimal rate for multiple, consecutive hours. Delays would increase on an exponential basis and would likely reach levels that are considered unacceptable to passengers, airlines, and other customers. Under the Level 2 designation, the FAA began discussing carriers' proposed summer 2008 schedules in November at the IATA scheduling Conference in Toronto, Canada. The FAA will grant historic status for foreign flag air carrier and domestic air carrier operations based on their summer 2007 flights if requested for summer 2008. For new requests, the agency identified certain periods that would be beyond the airport's historic throughput and scheduled levels and asked for schedule adjustments from certain carriers to retime operations to other periods of the day where capacity is available. In some cases, carriers responded by withdrawing their new requests for peak hour operations. The FAA is continuing its effort to retime proposed new operation out of peak hours because the agency cannot grant the requests without causing excessive congestion. The FAA plans to finalize summer 2008 schedules with carriers within the next few weeks. Even if the FAA were to be fully successful in reaching agreement on schedule plans under Level 2 for summer 2008, the FAA now believes that an IATA Level 3 Coordinated Airport designation is warranted to ensure there is no exceedance of the level of operations the FAA will allow for summer 2008. The Level 3 status also will set carrier expectations for future coordination needs and for the need to schedule new operations during periods when the airport has the available capacity. ADDRESSES: Any change to schedule information for summer 2008 may be submitted by mail to Slot Administration Office, AGC-240, Office of the Chief Counsel, 800 Independence Ave., SW., Washington, DC 20591; facsimile: 202-267-7277; ARINC: DCAYAXD; or by e-mail to: *7-AWA-slotadmin@faa.gov* . FOR FURTHER INFORMATION CONTACT: James W. Tegtmeier, Associate Chief Counsel for the Air Traffic Organization, Federal Aviation Administration, 800 Independence Avenue, SW., Washington, DC 20591; telephone number: 202-267-3073. Issued in Washington, DC, on December 19, 2007. James W. Whitlow, Deputy Chief Counsel. [FR Doc. 07-6179 Filed 12-19-07; 1:36 pm]

Connectionstraces to 23

Traces to 23 documents

U.S. Code