6542 Federal Register / Vol. 73, No. 23 / Monday, February 4, 2008 / Notices 

11 15 U.S.C. 78s(b)(3)(A)(iii). 

12 17 CFR 240.19b–4(f)(6). 

13Rule 19b–4(f)(6) also requires the Exchange to 

give the Commission written notice of its intent to 

file the proposed rule change along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied the pre-filing requirement. 

14 17 CFR 240.19b–4(f)(6)(iii). 

15For purposes only of waiving the 30-day preoperative period, the Commission has considered 

the proposed rule’s impact on efficiency, 

competition and capital formation. 15 U.S.C. 78c(f). 

16 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). 

4 17 CFR 240.19b–4(f)(6). 

19(b)(3)(A)(iii) of the Act 11 and Rule 

19b–4(f)(6) thereunder.12 Because the 

proposed rule change does not: (i) 

Significantly affect the protection of 

investors or the public interest; (ii) 

impose any significant burden on 

competition; and (iii) become operative 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

effective pursuant to section 19(b)(3)(A) 

of the Act and Rule 19b–4(f)(6)(iii) 

thereunder.13

A proposed rule change filed under 

Rule 19b–4(f)(6) normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),14 the 

Commission may designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. NYSE has asked the 

Commission to waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing. The Exchange believes the waiver 

of this period will allow it to continue 

the Pilots without undue delay, which 

it believes is in the public interest as it 

will avoid inconvenience and 

interruption to the public. The 

Commission believes such waiver is 

consistent with the protection of 

investors and the public interest 

because it presents no new issues and 

would allow the Pilots to operate 

without interruption. For this reason, 

the Commission designates the proposal 

to be operative upon filing with the 

Commission.15

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send e-mail to rulecomments@sec.gov. Please include File 

Number SR–NYSE–2008–07 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–2008–07. 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 will also be 

available for inspection and copying at 

the principal office of the NYSE. All 

comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File number 

SR–NYSE–2008–07 and should be 

submitted on or before February 25, 

2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Nancy M. Morris, 

Secretary. 

[FR Doc. E8–1879 Filed 2–1–08; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–57219; File No. SR–

NYSEArca–2008–13] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change Relating To Listing 

Standards for Index-Linked 

Exchangeable Notes in NYSE Arca 

Equities Rule 5.2(j)(4) 

January 29, 2008. 

Pursuant to section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on January 

22, 2008, 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, II, and III below, which Items 

have been substantially prepared by the 

Exchange. The Exchange filed the 

proposal pursuant to section 19(b)(3)(A) 

of the Act 3 and Rule 19b–4(f)(6) 

thereunder,4 which renders the proposal 

effective upon filing with the 

Commission. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend its 

rules governing NYSE Arca, LLC (also 

referred to as the ‘‘NYSE Arca 

Marketplace’’), which is the equities 

trading facility of NYSE Arca Equities. 

More specifically, the Exchange 

proposes to amend NYSE Arca Equities 

Rule 5.2(j)(4), the Exchange’s initial 

listing standards for ‘‘Index-Linked 

Exchangeable Notes.’’ The text of the 

proposed rule change is available at the 

Exchange, the Commission’s Public 

Reference Room, and http:// 

www.nyse.com. 


ebenthall on PRODPC61 with NOTICES
Federal Register / Vol. 73, No. 23 / Monday, February 4, 2008 / Notices 6543 

5See Securities Exchange Act Release Nos. 55733 

(May 10, 2007), 72 FR 27602 (May 16, 2007) (SR–

Amex–2007–34) (the ‘‘May 2007 Amex Order’’); and 

56629 (October 9, 2007), 72 FR 58689 (October 16, 

2007) (SR–Amex–2007–87) (the ‘‘October 2007 

Amex Order’’). These two orders approved changes 

to Section 107A of the Amex Company Guide. 

6See Securities Exchange Act Release Nos. 56924 

(December 7, 2007), 72 FR 70918 (December 13, 

2007) (SR–NYSEArca–2007–98) (amending NYSE 

Arca Equities Rule 5.2(j)(2) (‘‘Equity-Linked 

Notes’’)); 56906 (December 5, 2007), 72 FR 70636 

(December 12, 2007) (SR–NYSEArca–2007–103) 

(amending NYSE Arca Equities Rule 5.2(j)(1) 

(‘‘Other Securities’’)); and 56593 (October 1, 2007), 

72 FR 57362 (October 9, 2007) (SR–NYSEArca–

2007–96) (amending NYSE Arca Equities Rule 

5.2(j)(6) (‘‘Equity Index-Linked Securities, 

Commodity-Linked Securities and Currency-Linked 

Securities’’)). 

7See the May 2007 Amex Order, supra at note 5. 

8See the May 2007 Amex Order (approving no 

minimum holders requirement if there is a weekly 

redemption right) and the October 2007 Amex 

Order (approving no minimum public distribution 

requirement if there is a weekly redemption right), 

supra at note 5. 

9 15 U.S.C. 78f(b). 

10 15 U.S.C. 78f(b)(5). 

11 15 U.S.C. 78s(b)(3)(A). 

12 17 CFR 240.19b–4(f)(6). The Exchange satisfied 

the requirement of this provision that the Exchange 

provide the Commission written notice of its intent 

to file the proposed rule change, along with a brief 

Continued 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of, and basis for, 

the proposed rule change, and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange is proposing to amend 

NYSE Arca Equities Rule 5.2(j)(4), the 

Exchange’s initial listing standards for 

‘‘Index-Linked Exchangeable Notes,’’ to 

provide for greater flexibility in the 

listing criteria for such securities, as set 

forth below. The proposed substantive 

rule changes herein are based upon the 

rules of the American Stock Exchange 

LLC (‘‘Amex’’).5 The Commission has 

approved similar proposed rule changes 

by the Exchange recently.6

Currently, NYSE Arca Equities Rule 

5.2(j)(4)(a) provides that an issue of 

Index-Linked Exchangeable Notes must 

have a minimum public distribution of 

150,000 notes with a minimum of 400 

public note-holders, except, if traded in 

thousand dollar denominations, then no 

minimum number of holders. The 

Exchange proposes to expand the 

exception to provide that, if the notes 

are traded in thousand dollar 

denominations, then there is also no 

minimum public distribution 

requirement.7 The Exchange notes that, 

without the exception to the 150,000 

publicly distributed notes requirement, 

the Exchange would be unable to list 

issues in thousand dollar 

denominations having a market value of 

less than $150 million. The Exchange 

believes that the proposed exception is 

a reasonable accommodation for those 

issuances in $1,000 denominations. 

The Exchange proposes to further 

amend NYSE Arca Equities Rule 

5.2(j)(4)(a) to provide that there are no 

minimum public distribution and 

holders requirements if the notes are 

redeemable at the option of the holders 

thereof on at least a weekly basis 

(regardless of whether the notes are 

traded in thousand dollar 

denominations).8 The Exchange believes 

that a weekly redemption right will 

ensure a strong correlation between the 

market price of the notes and the 

performance of the underlying index, as 

holders will be unlikely to sell their 

notes for less than their redemption 

value if they have a weekly right to 

redeem such notes for their full value. 

In addition, in the case of certain notes 

with a weekly redemption feature, the 

issuer may have the ability to issue new 

notes from time to time at market prices 

prevailing at the time of sale, at prices 

related to market prices, or at negotiated 

prices. This provides a ready supply of 

new notes, thereby lessening the 

possibility that the market price of such 

notes will be affected by a scarcity of 

available notes for sale. The Exchange 

believes that the weekly redemption 

right also assists in maintaining a strong 

correlation between the market price 

and the indicative value of the notes, as 

investors will be unlikely to pay more 

than the indicative value in the open 

market if they can acquire notes from 

the issuer at that price. 

The Exchange believes that the ability 

to list Index-Linked Exchangeable Notes 

with these characteristics without any 

minimum public distribution or holders 

requirements is important to the 

successful listing of such notes. Issuers 

issuing these types of notes generally do 

not intend to do so by way of an 

underwritten offering. Rather, the 

distribution arrangement is analogous to 

that of an exchange-traded fund 

issuance, in that the issue is launched 

without any significant distribution 

event and the float increases over time 

as investors purchase additional 

securities from the issuer at the then 

indicative value. Investors will 

generally seek to purchase the notes at 

a point when the underlying index is at 

a level that they perceive as providing 

an attractive growth opportunity. In the 

context of such a distribution 

arrangement, it is difficult for an issuer 

to guarantee its ability to sell a specific 

number of units on the listing date. 

However, the Exchange believes that 

this difficulty in ensuring the sale of 

150,000 notes or 400 public holders on 

the listing date is not indicative of a 

likely long-term lack of liquidity in the 

notes or, for the reasons set forth in the 

prior paragraph, of a difficulty in 

establishing a pricing equilibrium in the 

notes or a successful two-sided market. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with section 6(b) 

of the Act 9 in general, and furthers the 

objectives of section 6(b)(5) of the Act 10

in particular, in that it is designed to 

promote just and equitable principles of 

trade, to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange has neither solicited 

nor received written comments on the 

proposed rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: (1) Significantly affect 

the protection of investors or the public 

interest; (2) impose any significant 

burden on competition; and (3) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate if 

consistent with the protection of 

investors and the public interest, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 11 and Rule 19b–

4(f)(6) thereunder.12


ebenthall on PRODPC61 with NOTICES
6544 Federal Register / Vol. 73, No. 23 / Monday, February 4, 2008 / Notices 

description and text of the proposed rule change, 

at least five business days prior to filing it. 

13See supra at note 5. 

14See supra at note 6. 

15For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 16 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). 

4 17 CFR 240.19b–4(f)(6). 

5 Index-Linked Securities are securities that 

provide for the payment at maturity of a cash 

amount based on the performance of an underlying 

index or indexes. Such securities may or may not 

provide for the repayment of the original principal 

investment amount. See Phlx Rule 803(n). 

A proposed rule change filed under 

Rule 19b–4(f)(6) normally does not 

become operative for 30 days after the 

date of filing. However, Rule 19b–

4(f)(6)(iii) permits the Commission to 

designate a shorter time if such action 

is consistent with the protection of 

investors and the public interest. The 

Exchange requests that the Commission 

waive the 30-day operative delay and 

make the proposed rule change 

operative upon filing because the 

proposal raises no novel issues and is 

based on a previously approved 

proposal filed by NYSE Arca.13 The 

Commission believes that waiving the 

30-day operative delay is consistent 

with the protection of investors and the 

public interest because the Exchange’s 

proposed amendment would conform 

its listing standards for Index-Linked 

Exchangeable Notes with respect to 

minimum public holders and public 

distribution to be substantively identical 

to the parallel listing standards of other 

national securities exchanges, which the 

Commission has previously approved. 

In addition, the Commission notes that 

it has also previously approved 

substantively identical rules for other 

new derivative security products.14 The 

Commission further believes that the 

proposal should benefit investors by 

creating, without undue delay, 

additional competition in the market for 

Index-Linked Exchangeable Notes. For 

these reasons, the Commission 

designates the proposed rule change as 

operative upon filing.15

At any time within 60 days of the 

filing of such proposed rule change the 

Commission may summarily abrogate 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–NYSEArca–2008–13 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Nancy M. Morris, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2008–13. This 

file number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for inspection and copying in 

the Commission’s Public Reference 

Room, 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–2008–13 and 

should be submitted on or before 

February 25, 2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E8–1961 Filed 2–1–08; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–57224; File No. SR–Phlx–

2008–03] 

Self-Regulatory Organizations; 

Philadelphia Stock Exchange, Inc.; 

Notice of Filing and Immediate 

Effectiveness of Proposed Rule 

Change Relating to the Listing 

Standards for Index-Linked Securities 

January 29, 2008. 

Pursuant to section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on January 

24, 2008, the Philadelphia Stock 

Exchange, Inc. (‘‘Phlx’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been substantially prepared by the 

Exchange. Phlx filed the proposal 

pursuant to section 19(b)(3)(A) of the 

Act 3 and Rule 19b–4(f)(6) thereunder,4

which renders the proposal effective 

upon filing with the Commission. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Phlx Rule 803(n)(1) to permit the listing 

of Index-Linked Securities 5 that do not 

meet the minimum public holders and/ 

or public distribution requirements 

when such Index-Linked Securities is 

redeemable at the option of the holders 

thereof on at least a weekly basis. The 

text of the proposed rule change is 

available at the Exchange, the 

Commission’s Public Reference Room, 

and http://www.phlx.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, 

Phlx included statements concerning 

the purpose of, and basis for, the 

proposed rule change and discussed any 

comments it received on the proposed 

rule change. The text of these statements 


ebenthall on PRODPC61 with NOTICES