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 


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Federal Register / Vol. 73, No. 23 / Monday, February 4, 2008 / Notices 6545 

6Securities Exchange Act Release No. 56593 

(October 1, 2007), 72 FR 57362 (October 9, 2007) 

(SR–NYSEArca–2007–96) (providing, among other 

things, that, if an issue of Index-Linked Securities 

is redeemable at the option of the holders thereof 

on at least a weekly basis, both the minimum one 

million publicly held trading units and 400 

beneficial holders initial distribution requirements 

would not apply). 

7 15 U.S.C. 78f(b). 

8 15 U.S.C. 78f(b)(5). 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–

4(f)(6)(iii) requires a self-regulatory organization to 

provide the Commission with 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 fulfilled this requirement. 

11See supra note 6. 

may be examined at the places specified 

in Item IV below. The Exchange has 

prepared summaries, set forth in 

sections A, B, and C below, of the most 

significant aspects of such statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend 

Phlx Rule 803(n), the Exchange’s listing 

standards for Index-Linked Securities, 

to encourage trading of Index-Linked 

Securities on the Exchange. The 

Commission has recently approved a 

similar proposal by NYSE Arca, Inc. 

(‘‘NYSE Arca’’).6

Phlx Rule 803(n)(1) generally requires 

that each issue of Index-Linked 

Securities have at least one million 

publicly traded units and that there be 

at least 400 public holders, provided, 

however, that the minimum public 

distribution and public shareholders 

requirements do not apply to an issue 

traded in thousand dollar 

denominations. In addition, Phlx Rule 

803(n)(1) provides that the minimum 

public shareholders requirement does 

not apply if the Index-Linked Securities 

are redeemable at the option of the 

holders thereof on at least a weekly 

basis. The Exchange proposes to add 

another exception to the general 

requirements of Phlx Rule 803(n)(1) 

such that, if an issue of Index-Linked 

Securities are redeemable at the option 

of the holders thereof on at least a 

weekly basis, then both the minimum 

public holders and public distribution 

requirements would not apply. 

The Exchange believes that, where 

there is such a weekly redemption right, 

the same justification exists for an 

exemption from the requirement to have 

one million units issued at the time of 

listing as applies to the 400 public 

holder requirement. The Exchange 

believes that a weekly redemption right 

will ensure a strong correlation between 

the market price of the Index-Linked 

Securities and the performance of the 

underlying index, as holders will be 

unlikely to sell their securities for less 

than their redemption value if they have 

a weekly right to be redeemed for their 

full value. In addition, in the case of 

those Index-Linked Securities with a 

weekly redemption feature that are 

currently listed on a national securities 

exchange, as well as all of those that are 

currently proposed to be listed, the 

issuer has the ability to issue new 

Index-Linked Securities from time to 

time at the indicative value at the time 

of such sale. The Exchange believes that 

this provides a ready supply of new 

Index-Linked Securities, thereby 

lessening the possibility that the market 

price of such securities would be 

affected by a scarcity of available IndexLinked Securities for sale. The Exchange 

believes that it also assists in 

maintaining a strong correlation 

between the market price and the 

indicative value, as investors will be 

unlikely to pay more than the indicative 

value in the open market if they can 

acquire Index-Linked Securities from 

the issuer at that price. 

The Exchange believes that the ability 

to list Index-Linked Securities with 

these characteristics without any 

minimum number of units issued or 

holders is important to the successful 

listing of such securities. Issuers issuing 

these types of Index-Linked Securities 

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 securities 

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 one 

million units on the listing date is not 

indicative of a likely long-term lack of 

liquidity in the securities or, for the 

reasons set forth in the prior paragraph, 

of a difficulty in establishing a pricing 

equilibrium in the securities or a 

successful two-sided market. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,7 in general, and furthers the 

objectives of Section 6(b)(5), in 

particular,8 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 states that no written 

comments on the proposed rule change 

were either solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change: (1) Does not significantly affect 

the protection of investors or the public 

interest; (2) does not impose any 

significant burden on competition; and 

(3) by its terms does not become 

operative for 30 days after the date of 

this filing, or such shorter time as the 

Commission may designate if consistent 

with the protection of investors and the 

public interest, the proposed rule 

change has become effective pursuant to 

section 19(b)(3)(A) of the Act 9 and Rule 

19b–4(f)(6) thereunder.10

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.11 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 

Securities with respect to minimum 


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6546 Federal Register / Vol. 73, No. 23 / Monday, February 4, 2008 / Notices 

12See, e.g., Section 107(A)(b) of the Company 

Guide for the American Stock Exchange LLC 

(‘‘Amex’’); Rule 5.2(j)(1)(A) of NYSE Arca Equities, 

Inc.; and Section 703.22(B)(1) of the Listed 

Company Manual for the New York Stock Exchange 

LLC. 

13For example, in addition to applying to IndexLinked Securities, Section 107(A)(b) of the Amex 

Company Guide applies to other new derivative 

security products such as Index-Linked 

Exchangeable Notes. 

14For 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). 15 17 CFR 200.30–3(a)(12). 

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.12

In addition, the Commission notes that 

it has also previously approved 

substantively identical rules for other 

new derivative security products.13 The 

Commission further believes that the 

proposal should benefit investors by 

creating, without undue delay, 

additional competition in the market for 

Index-Linked Securities. For these 

reasons, the Commission designates the 

proposed rule change as operative upon 

filing.14

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

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

rules/sro.shtml); or 

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

Number SR–Phlx–2008–03 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Nancy M. Morris, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–Phlx–2008–03. 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 the filing also will be available 

for inspection and copying at the 

principal office of the Exchange. All 

comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File 

Number SR–Phlx–2008–03 and should 

be submitted on or before February 25, 

2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E8–1962 Filed 2–1–08; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF STATE 

[Public Notice 6075] 

Notice of Meeting of the Cultural 

Property Advisory Committee 

There will be a meeting of the 

Cultural Property Advisory Committee 

on Thursday, March 6, 2008, from 

approximately 9 a.m. to 5 p.m., and on 

Friday, March 7, from approximately 9 

a.m. to 3 p.m., at the Department of 

State, Annex 44, Room 840, 301 4th St., 

SW., Washington, DC. During its 

meeting the Committee will review a 

proposal to extend the Memorandum of 

Understanding Between the 

Government of the United States of 

America and the Government of the 

Kingdom of Cambodia Concerning the 

Imposition of Import Restrictions on 

Khmer Archaeological Material 

(‘‘MOU’’). The Government of the 

Kingdom of Cambodia has notified the 

Government of the United States of 

America of its interest in extending the 

MOU. 

The Committee’s responsibilities are 

carried out in accordance with 

provisions of the Convention on 

Cultural Property Implementation Act 

(19 U.S.C. 2601, et seq.). The text of the 

Act and subject MOU, as well as related 

information, may be found at http:// 

exchanges.state.gov/culprop. Portions of 

the meeting on March 6 will be closed 

pursuant to 5 U.S.C. 552b(c)(9)(B) and 

19 U.S.C. 2605(h), the latter of which 

stipulates that ‘‘The provisions of the 

Federal Advisory Committee Act shall 

apply to the Cultural Property Advisory 

Committee except that the requirements 

of subsections (a) and (b) of section 10 

and 11 of such Act (relating to open 

meetings, public notice, public 

participation, and public availability of 

documents) shall not apply to the 

Committee, whenever and to the extent 

it is determined by the President or his 

designee that the disclosure of matters 

involved in the Committee’s 

proceedings would compromise the 

Government’s negotiation objectives or 

bargaining positions on the negotiations 

of any agreement authorized by this 

title.’’ However, on March 6, the 

Committee will hold an open session 

from approximately 9:30 a.m. to 11 a.m., 

to receive oral public comment on the 

proposal to extend. Such an open 

session is not a statutory requirement, 

nor is the invitation for public oral or 

written comment. These steps are taken 

at the initiative of the Department of 

State. Persons wishing to attend this 

open session should notify the Cultural 

Heritage Center of the Department of 

State at (202) 453–8800 no later than 

February 25, 2008, 5 p.m. (EST) to 

arrange for admission. Seating is 

limited. 

Anyone wishing to make an oral 

presentation at the public session must 

request to be scheduled, and must 

submit a written text of the oral 

comments by February 25, 2008, to 

allow time for distribution to Committee 

members prior to the meeting. Oral 

comments will be limited to allow time 

for questions from members of the 

Committee and must specifically relate 

to the determinations under Section 

303(a)(1) of the Convention on Cultural 

Property Implementation Act, 19 U.S.C. 

2602, pursuant to which the Committee 

must make findings. This citation for 

the determinations can be found at the 

Web site noted above. 

The Committee also invites written 

comments and asks that they be 

submitted no later than February 25, 


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