Federal Register / Vol. 73, No. 28 / Monday, February 11, 2008 / Notices 7771 

case of the annual report, for the 

immediately preceding five years, as 

applicable; and (b) the cumulative total 

return and the average annual total 

return based on NAV and Bid/Ask Price, 

calculated on a per ETS basis for one-, 

five- and ten-year periods (or life of the 

Fund). 

5. As long as the Funds operate in 

reliance on the requested order, ETS 

will be listed on an Exchange. 

6. On each Business Day, before the 

commencement of trading in ETS on 

each Fund’s Exchange, the Fund will 

disclose on its Web site the identities 

and quantities of the portfolio securities 

and other assets held by the Fund that 

will form the basis for the Fund’s 

calculation of NAV at the end of the 

Business Day. 

7. The requested order will expire on 

the effective date of any Commission 

rule under the Act that provides relief 

permitting the operation of actively 

managed exchange-traded funds. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E8–2399 Filed 2–8–08; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28146; 812–13485] 

Barclays Global Fund Advisors, et al.; 

Notice of Application 

February 6, 2008. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 6(c) of the 

Investment Company Act of 1940 

(‘‘Act’’) for an exemption from sections 

2(a)(32), 5(a)(1) and 22(d) of the Act and 

rule 22c–1 under the Act, and under 

sections 6(c) and 17(b) of the Act for an 

exemption from sections 17(a)(1) and 

(a)(2) of the Act. 

APPLICANTS: Barclays Global Fund 

Advisors (the ‘‘Adviser’’), iShares Trust 

(the ‘‘Trust’’) and SEI Investments 

Distribution Co. (the ‘‘Distributor’’). 

SUMMARY OF APPLICATION: Applicants 

request an order that permits: (a) Series 

of certain open-end management 

investment companies to issue shares 

(‘‘Shares’’) redeemable in large 

aggregations only (‘‘Creation Units’’); (b) 

secondary market transactions in Shares 

to occur at negotiated market prices; and 

(c) certain affiliated persons of the series 

to deposit foreign currency and money 

market securities into, and receive 

foreign currency and money market 

securities from, the series in connection 

with the purchase and redemption of 

Creation Units. 

FILING DATES: The application was filed 

on January 25, 2008. Applicants have 

agreed to file an amendment during the 

notice period, the substance of which is 

reflected in this notice. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on February 26, 2008, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Hearing requests should state 

the nature of the writer’s interest, the 

reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549–

1090. Applicants: Adviser and Trust, 

c/o Barclays Global Investors, N.A., 45 

Fremont Street, San Francisco, CA 

94105; Distributor, One Freedom Valley 

Drive, Oaks, PA 19456. 

FOR FURTHER INFORMATION CONTACT: 

Bruce R. MacNeil, Senior Counsel, at 

(202) 551–6817, or Michael W. Mundt, 

Assistant Director, at (202) 551–6821 

(Division of Investment Management, 

Office of Investment Company 

Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained for a fee at the 

Commission’s Public Reference Desk, 

100 F Street, NE., Washington, DC 

20549–0102 (tel. 202–551–5850). 

Applicants’ Representations 

1. The Trust, an open-end 

management investment company 

registered under the Act, is organized as 

a Delaware statutory trust and as a series 

fund with multiple series. The Trust 

will offer two new series that will invest 

substantially all of their assets in foreign 

money market securities: iShares Euro 

Currency Fund and iShares Pound 

Sterling Currency Fund (each a ‘‘New 

Fund’’). Each New Fund will seek to 

preserve capital and maintain stability 

of principal by investing in short-term 

securities that are denominated in the 

specified local currency and have 

remaining maturities of sixty days or 

less (‘‘Portfolio Securities’’). Applicants 

state each New Fund is designed to 

decrease in value when the value of the 

U.S. dollar increases relative to the 

applicable local currency and increase 

in value when the value of the U.S. 

dollar falls relative to the applicable 

local currency. While the value of each 

New Fund’s Portfolio Securities is 

expected to be relatively constant in 

local currency terms, a New Fund’s net 

asset value (‘‘NAV’’) will be expressed 

in U.S. dollars. Because of this, 

fluctuations in the per Share NAV of 

each New Fund will be caused by 

fluctuations in the exchange rate 

between U.S. dollars and the applicable 

local currency. 

2. The Trust plans to offer future 

series that will hold money market 

securities denominated in a different 

local currency than the New Funds 

(‘‘Future Funds’’). Applicants request 

that the order apply to any such Future 

Funds. Any Future Fund will be (a) 

advised by the Adviser, and (b) comply 

with the terms and conditions of the 

order. The New Funds and the Future 

Funds together are the ‘‘New Funds.’’

Each New Fund will operate as an 

actively-managed exchange-traded fund. 

3. The Adviser, a California 

corporation, is registered as an 

investment adviser under the 

Investment Advisers Act of 1940 

(‘‘Advisers Act’’) and will serve as 

investment adviser to each New Fund. 

The Distributor, a Pennsylvania 

corporation, is registered under the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) and serves as 

principal underwriter and distributor 

for the New Funds. 

4. Shares of the New Funds will be 

sold in Creation Units of 25,000 or 

more. All orders to purchase Creation 

Units must be placed with the 

Distributor by or through an 

‘‘Authorized Participant,’’ an entity that 

has entered into an agreement with the 

Distributor and that is a participant in 

the Depository Trust Company (‘‘DTC,’’

and such participant, ‘‘DTC 

Participant’’). Shares of each New Fund 

will be sold in Creation Units in 

exchange for a designated amount of the 

applicable local currency (the 

‘‘Currency Deposit’’). Each New Fund 

reserves the right to permit or require 

the substitution of an amount of 

securities denominated in the 

applicable local currency (‘‘Deposit 

Securities,’’ together with the Currency 

Deposit, the ‘‘Fund Deposit’’) to replace 


rwilkins on PROD1PC63 with NOTICES
7772 Federal Register / Vol. 73, No. 28 / Monday, February 11, 2008 / Notices 

1 It is intended that, on each day that a New Fund 

is open, including as required by section 22(e) of 

the Act (‘‘Business Day’’), the New Fund will make 

available the estimated Fund Deposit. The 

estimated Fund Deposit is an amount per creation 

unit expressed in the applicable local currency 

representing the previous Business Day’s Fund 

Deposit plus the current Business Day’s accrued 

expenses, interest and income. To the extent a New 

Fund requires a substitution of Deposit Securities 

for a portion of the Currency Deposit, a description 

of the Deposit Securities, including the names and 

amount of the Deposit Securities required to be 

contributed, will be made available prior to the 

opening of business on the Listing Market. The 

Listing Market, or a third-party financial 

information provider, intends to disseminate, every 

15 seconds, during regular trading hours, an 

approximate amount per Share representing the 

NAV from the prior Business Day adjusted to reflect 

the current Business Day’s expenses, interest and 

income calculated using the amortized cost method 

and the current currency spot rate. 

2Shares will be registered in book-entry form 

only. DTC or its nominee will be the registered 

owner of all outstanding Shares. DTC or DTC 

Participants will maintain records reflecting 

beneficial owners of Shares. 

3To the extent a New Fund requires a 

substitution of Portfolio Securities for the Currency 

Redemption Amount, a description of the Portfolio 

Securities, including the names and amount of the 

Portfolio Securities, will be made available prior to 

the opening of business on the applicable Listing 

Market. 

4Applicants note that under accounting 

procedures followed by the New Funds, trades 

made on the prior Business Day (‘‘T’’) will be 

booked and reflected in NAV on the current 

Business Day (‘‘T + 1’’). Accordingly, the Funds 

will be able to disclose at the beginning of the 

Business Day the portfolio that will form the basis 

for the NAV calculation at the end of the Business 

Day. 

a portion of the Currency Deposit.1 An 

investor purchasing a Creation Unit 

from a New Fund will be charged a fee 

(‘‘Transaction Fee’’) to cover certain 

transaction costs associated with the 

issuance of Creation Units. The 

Distributor will maintain a record of 

Creation Unit purchases. 

5. Purchasers of Shares in Creation 

Units may hold such Shares or may sell 

such Shares into the secondary market. 

Shares will be listed on a national 

securities exchange, as defined in 

section 2(a)(26) of the Act (a ‘‘Listing 

Market’’). It is expected that one or more 

member firms of a Listing Market will 

be designated to act as a specialist and 

maintain a market for Shares on the 

Listing Market (the ‘‘Specialist’’). Prices 

of Shares trading on a Listing Market 

will be based on the current bid/offer 

market. Shares sold in the secondary 

market will be subject to customary 

brokerage commissions and charges. 

6. Applicants expect that purchasers 

of Creation Units will include 

institutional investors and arbitrageurs 

(which could include institutional 

investors). The Specialist, in providing 

a fair and orderly secondary market for 

the Shares, also may purchase Creation 

Units for use in its market-making 

activities. Applicants expect that 

secondary market purchasers of Shares 

will include both institutional investors 

and retail investors.2 Applicants expect 

that the price at which the Shares trade 

will be disciplined by arbitrage 

opportunities created by the ability to 

continually purchase or redeem 

Creation Units at their NAV, which 

should ensure that the Shares will not 

trade at a material discount or premium 

in relation to their NAV. 

7. Shares will not be individually 

redeemable, and owners of Shares may 

acquire those Shares from a New Fund, 

or tender such Shares for redemption to 

the New Fund, in Creation Units only. 

To redeem, an investor will have to 

accumulate enough Shares to constitute 

a Creation Unit. Redemption orders 

must be placed by or through an 

Authorized Participant. An investor 

redeeming a Creation Unit generally 

will receive a specified amount of local 

currency (the ‘‘Currency Redemption 

Amount’’). Each New Fund reserves the 

right to substitute Portfolio Securities 

for all or a portion of the Currency 

Redemption Amount.3 A redeeming 

investor may pay a Transaction Fee to 

offset transfer and other transaction 

costs that may be incurred by the New 

Fund in processing the redemption. 

8. Neither the Trust nor any 

individual New Fund will be marketed 

or otherwise held out as an ‘‘open-end 

investment company’’ or a ‘‘mutual 

fund.’’ The prospectus (‘‘Prospectus’’) 

for each New Fund will prominently 

disclose that the New Fund is an 

‘‘actively-managed exchange-traded 

fund.’’ All marketing materials that 

describe the method of obtaining, 

buying or selling Shares, or refer to 

redeemability, will prominently 

disclose that Shares are not individually 

redeemable and that the owners of 

Shares may purchase or redeem Shares 

from a New Fund in Creation Units 

only. The same approach will be 

followed in the SAI, shareholder reports 

and investor educational materials 

issued or circulated in connection with 

the Shares. The New Funds will provide 

copies of their annual and semi-annual 

shareholder reports to DTC Participants 

for distribution to beneficial owners of 

Shares. 

9. The New Funds’ Web site, which 

will be publicly available at no charge, 

will include information about the New 

Funds that is updated on a daily basis, 

including the mid-point of the bid-ask 

spread at the time of the calculation of 

NAV (‘‘Bid/Ask Price’’). On each 

Business Day, before the 

commencement of trading in Shares on 

the Listing Market, each New Fund will 

disclose the identities and quantities of 

the Portfolio Securities and other assets 

held in the New Fund portfolio that will 

form the basis for the New Fund’s 

calculation of NAV at the end of the 

Business Day.4

Applicants’ Legal Analysis 

1. Applicants request an order under 

section 6(c) of the Act granting an 

exemption from sections 2(a)(32), 5(a)(1) 

and 22(d) of the Act and rule 22c–1 

under the Act; and under sections 6(c) 

and 17(b) of the Act granting an 

exemption from sections 17(a)(1) and 

(a)(2) of the Act. 

2. Section 6(c) of the Act provides that 

the Commission may exempt any 

person, security or transaction, or any 

class of persons, securities or 

transactions, from any provision of the 

Act, if and to the extent that such 

exemption is necessary or appropriate 

in the public interest and consistent 

with the protection of investors and the 

purposes fairly intended by the policy 

and provisions of the Act. Section 17(b) 

of the Act authorizes the Commission to 

exempt a proposed transaction from 

section 17(a) of the Act if evidence 

establishes that the terms of the 

transaction, including the consideration 

to be paid or received, are reasonable 

and fair and do not involve 

overreaching on the part of any person 

concerned, and the proposed 

transaction is consistent with the 

policies of the registered investment 

company and the general provisions of 

the Act. 

Sections 5(a)(1) and 2(a)(32) of the Act 

3. Section 5(a)(1) of the Act defines an 

‘‘open-end company’’ as a management 

investment company that is offering for 

sale or has outstanding any redeemable 

security of which it is the issuer. 

Section 2(a)(32) of the Act defines a 

redeemable security as any security, 

other than short-term paper, under the 

terms of which the holder, upon its 

presentation to the issuer, is entitled to 

receive approximately his proportionate 

share of the issuer’s current net assets, 

or the cash equivalent. Because Shares 

will not be individually redeemable, 

applicants request an order that would 

permit each New Fund, as a series of an 

open-end management investment 

company, to issue Shares that are 

redeemable in Creation Units only. 

Applicants state that investors may 

purchase Shares in Creation Units from 

each New Fund and redeem Creation 

Units from each New Fund. Applicants 


rwilkins on PROD1PC63 with NOTICES
Federal Register / Vol. 73, No. 28 / Monday, February 11, 2008 / Notices 7773 

further state that because the market 

price of Shares will be disciplined by 

arbitrage opportunities, investors should 

be able to sell Shares in the secondary 

market at prices that do not vary 

substantially from their NAV. 

Section 22(d) of the Act and Rule 22c–

1 under the Act 

4. Section 22(d) of the Act, among 

other things, prohibits a dealer from 

selling a redeemable security, which is 

currently being offered to the public by 

or through a principal underwriter, 

except at a current public offering price 

described in the prospectus. Rule 22c–

1 under the Act generally requires that 

a dealer selling, redeeming, or 

repurchasing a redeemable security do 

so only at a price based on its NAV. 

Applicants state that secondary market 

trading in Shares will take place at 

negotiated prices, not at a current 

offering price described in the 

prospectus, and not at a price based on 

NAV. Thus, purchases and sales of 

Shares in the secondary market will not 

comply with section 22(d) of the Act 

and rule 22c–1 under the Act. 

Applicants request an exemption under 

section 6(c) from these provisions. 

5. Applicants assert that the concerns 

sought to be addressed by section 22(d) 

of the Act and rule 22c–1 under the Act 

with respect to pricing are equally 

satisfied by the proposed method of 

pricing Shares. Applicants maintain that 

while there is little legislative history 

regarding section 22(d), its provisions, 

as well as those of rule 22c–1, appear to 

have been designed to (a) prevent 

dilution caused by certain risklesstrading schemes by principal 

underwriters and contract dealers, (b) 

prevent unjust discrimination or 

preferential treatment among buyers 

resulting from sales at different prices, 

and (c) assure an orderly distribution of 

investment company shares by 

eliminating price competition from 

dealers offering shares at less than the 

published sales price and repurchasing 

shares at more than the published 

redemption price. 

6. Applicants believe that none of 

these purposes will be thwarted by 

permitting Shares to trade in the 

secondary market at negotiated prices. 

Applicants state that (a) secondary 

market trading in Shares does not 

involve the Funds as parties and cannot 

result in dilution of an investment in 

Shares, and (b) to the extent different 

prices exist during a given trading day, 

or from day to day, such variances occur 

as a result of third-party market forces, 

such as supply and demand. Therefore, 

applicants assert that secondary market 

transactions in Shares will not lead to 

discrimination or preferential treatment 

among purchasers. Finally, applicants 

contend that the proposed distribution 

system will be orderly because arbitrage 

activity will ensure that the difference 

between the market price of Shares and 

their NAV remains narrow. 

Sections 17(a)(1) and (2) of the Act 

7. Section 17(a)(1) and (2) of the Act 

generally prohibit an affiliated person of 

a registered investment company, or an 

affiliated person of such a person 

(‘‘second tier affiliate’’), from selling any 

security to or purchasing any security 

from the company. Section 2(a)(3) of the 

Act defines ‘‘affiliated person’’ to 

include any person directly or indirectly 

owning, controlling, or holding with 

power to vote 5% or more of the 

outstanding voting securities of the 

other person and any person directly or 

indirectly controlling, controlled by, or 

under common control with, the other 

person. Section 2(a)(9) of the Act 

provides that a control relationship will 

be presumed where one person owns 

more than 25% of another person’s 

voting securities. Applicants request an 

exemption from 17(a) under sections 

6(c) and 17(b), to permit in-kind 

purchases and redemptions by persons 

that are affiliated persons or second-tier 

affiliates of the New Funds by virtue of 

holding 5% or more, or in excess of 

25%, of the outstanding Shares of one 

or more of the New Funds. 

8. Applicants state that although there 

is no present intention to permit in-kind 

purchases, applicants contend that no 

useful purpose would be served by 

prohibiting affiliated persons from 

making in-kind purchases or 

redemptions of Shares in Creation 

Units. The deposit procedures for inkind purchases and the redemption 

procedures for in-kind redemptions of 

Creation Units will be the same for all 

purchases and redemptions. Deposit 

Securities will be valued under the 

same objective standards applied to 

valuing Portfolio Securities. Therefore, 

applicants state that in-kind purchases 

and redemptions for which relief is 

requested will afford no opportunity for 

the affiliated persons and second-tier 

affiliates described above to effect a 

transaction detrimental to other holders 

of Shares. Applicants also believe that 

these purchases and redemptions will 

not result in self-dealing or overreaching 

by those persons of the New Fund. 

Applicants’ Conditions 

The applicants agree that any order of 

the Commission granting the requested 

relief will be subject to the following 

conditions: 

1. Each New Fund’s Prospectus will 

clearly disclose that, for purposes of the 

Act, Shares are issued by the New Fund 

and that the acquisition of Shares by 

investment companies and companies 

relying on Sections 3(c)(1) or 3(c)(7) of 

the Act is subject to the restrictions of 

Section 12(d)(1) of the Act, except as 

permitted by an exemptive order that 

permits registered investment 

companies to invest in a New Fund 

beyond the limits of Section 12(d)(1), 

subject to certain terms and conditions, 

including that the registered investment 

company enter into an agreement with 

the New Fund regarding the terms of the 

investment. 

2. As long as each New Fund operates 

in reliance on the requested order, the 

Shares will be listed on a Listing 

Market. 

3. Neither the Trust nor any New 

Fund will be advertised or marketed as 

an open-end investment company or a 

mutual fund. Each New Fund’s 

Prospectus will prominently disclose 

that the New Fund is an ‘‘actively 

managed exchange-traded fund.’’ Each 

New Fund’s Prospectus will 

prominently disclose that Shares are not 

individually redeemable and will 

disclose that the owners of Shares may 

acquire those Shares from a New Fund 

and tender those Shares for redemption 

to a New Fund in Creation Units only. 

Any advertising material that describes 

the purchase or sale of Creation Units or 

refers to redeemability will prominently 

disclose that Shares are not individually 

redeemable and that owners of Shares 

may acquire those Shares from a New 

Fund and tender those Shares for 

redemption to a New Fund in Creation 

Units only. 

4. The Web site for the Trust, which 

will be publicly accessible at no charge, 

will contain the following information, 

on a per Share basis, for each New 

Fund: (a) The prior Business Day’s NAV 

and the Bid/Ask Price and a calculation 

of the premium or discount of the Bid/ 

Ask Price against such NAV; and (b) 

data in chart format displaying the 

frequency distribution of discounts and 

premiums of the daily Bid/Ask Price 

against the NAV, within appropriate 

ranges, for each of the four previous 

calendar quarters. 

5. The Prospectus and annual report 

for each New Fund will also include: (a) 

The information listed in condition 4(b), 

(i) in the case of the Prospectus, for the 

most recently completed year (and the 

most recently completed quarter or 

quarters, as applicable) and (ii) in the 

case of the annual report, for the 

immediately preceding five years, as 

applicable; and (b) the following data, 

calculated on a per Share basis for one, 


rwilkins on PROD1PC63 with NOTICES
7774 Federal Register / Vol. 73, No. 28 / Monday, February 11, 2008 / Notices 

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

2 17 CFR 240.19b–4. 

3Equity 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 of equity securities. See NYSE 

Arca Equities Rule 5.2(j)(6). 

five and ten year periods (or life of the 

New Fund), (i) the cumulative total 

return and the average annual total 

return based on NAV and Bid/Ask Price, 

and (ii) the cumulative total return of 

the relevant local currency against the 

U.S. dollar. 

6. On each Business Day, before the 

commencement of trading in Shares on 

a New Fund’s Listing Market, the New 

Fund will disclose on its website the 

identities and quantities of the money 

market securities and other assets held 

by the New Fund that will form the 

basis for the New Fund’s calculation of 

NAV at the end of the Business Day. 

7. The Adviser and any subadviser, 

directly or indirectly, will not cause any 

Authorized Participant (or any investor 

on whose behalf an Authorized 

Participant may transact with the New 

Fund) to acquire any Deposit Security 

for a New Fund through a transaction in 

which the New Fund could not engage 

directly. 

8. The requested order will expire on 

the effective date of any Commission 

rule under the Act that provides relief 

permitting the operation of activelymanaged exchange-traded funds. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E8–2451 Filed 2–8–08; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meetings 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Public Law 94–409, that 

the Securities and Exchange 

Commission will hold the following 

meetings during the week of February 

11, 2008: An Open Meeting will be held 

on Wednesday, February 13, 2008 at 10 

a.m., in the Auditorium, Room L–002, 

and a Closed Meeting will be held on 

Friday, February 15, 2008 at 10 a.m. 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the Closed Meeting. Certain 

staff members who have an interest in 

the matters may also be present. 

The General Counsel of the 

Commission, or his designee, has 

certified that, in his opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (4), (5), (7), (9)(B), and 

(10) and 17 CFR 200.402(a)(3), (4), (5), 

(7), 9(ii) and (10), permit consideration 

of the scheduled matters at the Closed 

Meeting. 

Commissioner Atkins, as duty officer, 

voted to consider the items listed for the 

closed meeting in closed session. 

The subject matters of the Open 

Meeting scheduled for Wednesday, 

February 13, 2008 will be: 

1. The Commission will consider whether 

to propose amendments to its rules regarding 

the circumstances under which a foreign 

private issuer is required to register a class 

of equity securities under section 12(g) of the 

Exchange Act. 

2. The Commission will consider whether 

to propose a package of amendments to 

various Commission rules and forms to 

improve reporting by foreign private issuers. 

The amendments, if adopted, would allow 

foreign private issuer status to be tested once 

a year; change the deadline for annual reports 

filed by foreign private issuers; revise the 

annual report and registration statement 

forms used by foreign private issuers to 

improve disclosure; and amend the rule 

regarding going private transactions to reflect 

recent regulatory changes. 

3. The Commission will consider whether 

to propose amendments to Part 2 of Form 

ADV under the Investment Advisers Act of 

1940 and related rules. The proposed 

amendments, if adopted, would require 

investment advisers to provide clients with 

narrative brochures containing plain English 

descriptions of the advisers’ businesses, 

services, and conflicts of interest. The 

proposal also would require advisers to 

electronically file their brochures with the 

Commission, and the brochures would be 

available to the public through the 

Commission’s Web site. 

4. The Commission will, as required by 

section 109 of the Sarbanes-Oxley Act of 

2002, review the annual accounting support 

fee of the Financial Accounting Standards 

Board. 

The subject matter of the Closed 

Meeting scheduled for Friday, February 

15, 2008 will be: 

Formal orders of investigation; 

Institution and settlement of 

injunctive actions; 

Institution and settlement of 

administrative proceedings of an 

enforcement nature; 

Resolution of litigation claims; and 

A regulatory matter regarding a 

financial institution. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. 

For further information and to 

ascertain what, if any, matters have been 

added, deleted or postponed, please 

contact: 

The Office of the Secretary at (202) 

551–5400. 

Dated: February 6, 2008. 

Nancy M. Morris, 

Secretary. 

[FR Doc. E8–2522 Filed 2–8–08; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–57273; File No. SR–

NYSEArca–2008–06] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change Relating to the 

Dissemination of the Index Value for 

Equity Index-Linked Securities 

February 5, 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 

11, 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 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 

NYSE Arca Equities Rule 

5.2(j)(6)(B)(I)(2)(c)(ii) to provide that the 

Exchange will commence delisting or 

removal proceedings if the value of an 

index or composite value of the indexes 

underlying an issuance of Equity IndexLinked Securities3 is no longer 

calculated or widely disseminated on at 

least a 15-second basis with respect to 

an index or indexes containing only 

securities listed on a national securities 

exchange, or on at least a 60-second 

basis with respect to an index or 

indexes containing foreign country 

securities. The text of the proposed rule 

change is available at the Exchange, the 

Commission’s Public Reference Room, 

and http://www.nyse.com. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of, and basis for, 

the proposed rule change and discussed 

any comments it received on the 


rwilkins on PROD1PC63 with NOTICES