[Federal Register Volume 73, Number 3 (Friday, January 4, 2008)]
[Notices]
[Pages 909-912]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E7-25623]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57059; File No. SR-NYSEArca-2006-76]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Order Granting Accelerated Approval of Proposed Rule Change as 
Modified by Amendment Nos. 1, 2 and 3 Thereto, Relating to Trading 
Shares of the Nuveen Commodities Income and Growth Fund Pursuant to 
Unlisted Trading Privileges

 December 28, 2007.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on October 27, 2006, NYSE Arca, Inc. (the ``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 March 8, 2007, May 4, 2007, and June 12, 2007, NYSE Arca submitted 
Amendment Nos. 1, 2 and 3, respectively, to the proposed rule change. 
This order provides notice of the proposed rule change as modified by 
Amendment Nos. 1, 2, and 3, and approves the proposal, as amended, on 
an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to add new NYSE Arca Equities Rule 8.500 to 
permit the listing and trading of units of a trust or other similar 
entity (``Trust Units'') that invests in the assets of a trust, 
partnership, limited liability company, corporation or other similar 
entity constituted as a commodity pool that holds investments 
comprising or otherwise based on futures contracts, options on futures 
contracts, forward contracts, commodities and high credit quality 
short-term fixed income securities or other securities. Pursuant to 
proposed new NYSE Arca Equities Rule 8.500, the Exchange seeks to trade 
Trust Units \3\ of the Nuveen Commodities Income and Growth Fund 
(``Trust'' or ``Fund'') pursuant to unlisted trading privileges 
(``UTP''). 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.
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    \3\ The Trust Units of the Fund are referred to herein as the 
``Shares.''
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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 add new NYSE Arca Equities Rule 8.500 in 
order to permit trading, either by listing or pursuant to UTP, of Trust 
Units. When the Exchange is the listing market for the Trust Units, the 
Trust Units will be subject to the continued listing and trading 
criteria under proposed new NYSE Arca Equities Rule 8.500(d). In such 
an event, the Exchange would file a Form 19b-4 to list such Trust 
Units.
    Pursuant to proposed NYSE Arca Equities Rule 8.500, the Exchange 
proposes to trade pursuant to UTP the Shares, which represent 
beneficial ownership interests in the assets of the Fund, consisting 
solely of units (``Master Fund Units'') of the Nuveen Commodities 
Income and Growth Master Fund, LLC (the ``Master Fund'').\4\ The 
Commission has approved the listing and trading of such Shares on the 
American Stock Exchange, LLC (``Amex'').\5\
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    \4\ The Fund and the Master Fund are commodity pools. The Master 
Fund is managed by Nuveen Commodities Asset Management, LLC (the 
``Manager''). The Manager is registered as a commodity pool operator 
(the ``CPO'') and a commodity trading advisor (the ``CTA'') with the 
Commodity Futures Trading Commission (``CFTC'') and is a member of 
the National Futures Association (``NFA'').
    \5\ See Securities Exchange Release No. 56880 (December 3, 
2007), 72 FR 69259 (December 7, 2007) (``Amex Approval Order''). See 
also Securities Exchange Release No. 56465 (September 19, 2007), 72 
FR 54489 (``Notice'').
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    The Fund's primary investment objective is to seek total return 
through broad exposure to the commodities markets. The Fund's secondary 
objective is to provide investors with monthly income and capital

[[Page 910]]

distributions not commonly associated with commodity investments. The 
Fund intends to pursue these investment objectives by investing all of 
its assets in the Master Fund, which in turn intends to pursue these 
investment objectives by utilizing: (a) An actively managed rules-based 
commodity investment strategy, whereby the Master Fund will invest in a 
diversified basket of commodity futures and forward contracts with an 
aggregate notional value substantially equal to the net assets of the 
Master Fund; and (b) a risk management program designed to moderate the 
overall risk and return characteristics of the Master Fund's commodity 
investments.
    The NAV for the Fund will be calculated and disseminated daily.\6\ 
In addition, the Web site for the Fund and the Manager, http://www.nuveen.com, which is publicly accessible at no charge, will contain 
the following information: (a) The prior business day's NAV and the 
reported closing price; (b) calculation of the premium or discount of 
such price against such NAV; and (c) other applicable quantitative 
information. During the initial offering period, the Fund's prospectus 
also will be available on the Fund's Web site.
    The Fund's total portfolio holdings will also be disclosed on the 
Fund's Web site on each business day that the Amex is open for 
trading.\7\ This Web site disclosure of portfolio holdings (as of the 
previous day's close) will be made daily and will include, as 
applicable: (a) The name and value of each commodity investment, (b) 
the value of over-the-counter commodity put options and the value of 
the collateral as represented by cash, (c) cash equivalents; and (d) 
debt securities held in the Fund's portfolio. The values of the Fund's 
portfolio holdings will, in each case, be determined in accordance with 
the Fund's valuation policies.
    The Amex will also make available on its Web site daily trading 
volume, closing prices, and the NAV, according to the Notice. The 
closing price and settlement prices of the futures contracts held by 
the Master Fund are also readily available from the relevant futures 
exchanges, automated quotation systems, published or other public 
sources, or on-line information services such as Bloomberg or Reuters.
    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. Shares will trade on 
the NYSE Arca Marketplace 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. The 
minimum trading increment for Shares on the Exchange will be $0.01. The 
Exchange represents that trading of the Shares will be subject to NYSE 
Arca Equities, Inc. Rule 8.500 (f)-(h), which sets forth certain 
restrictions on ETP Holders \8\ acting as registered Market Makers in 
Trust Units that invest in the Shares to facilitate surveillance.
    Because the Exchange is trading the Shares pursuant to UTP, the 
Exchange will cease trading the Shares if: (a) The listing market stops 
trading the Shares because of a regulatory halt similar to a halt based 
on NYSE Arca Equities Rule 7.12; or (b) the listing market delists the 
Shares. In addition, the Exchange may consider all relevant factors in 
exercising its discretion to halt or suspend trading in the Shares. 
Trading may be halted because of market conditions or for reasons that, 
in the view of the Exchange, make trading in the Shares inadvisable. 
These may include: (1) The extent to which trading in the underlying 
related futures contract(s) is not occurring; or (2) whether other 
unusual conditions or circumstances detrimental to the maintenance of a 
fair and orderly market are present. In addition, if the Exchange 
becomes aware that the total portfolio holdings or the NAV are not 
disseminated to all market participants at the same time, it will 
immediately halt trading in the Shares.\9\
    The Exchange intends to utilize its existing surveillance 
procedures applicable to derivative products to monitor trading in the 
Shares. The Exchange represents that these procedures 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'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, including Chicago Board of Trade (``CBOT''), 
Chicago Mercantile Exchange (``CME''), and New York Board of Trade 
(``NYBOT'').\10\ In addition, the Exchange has in place Information 
Sharing Agreements with Intercontinental Exchange (``ICE FUTURES''), 
London Metals Exchange (``LME''), and New York Mercantile Exchange 
(``NYMEX'') for the purpose of providing information in connection with 
trading in or related to futures contracts traded on the respective 
exchanges.
    Prior to the commencement of trading, the Exchange will inform its 
ETP Holders in an Information Bulletin (``Bulletin'') of the special 
characteristics and risks associated with trading the Shares. 
Specifically, the Bulletin will discuss the following: (1) What the 
Shares are; (2) NYSE Arca Equities Rule 9.2(a),\11\ 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) the 
requirement that ETP Holders deliver a prospectus to

[[Page 911]]

investors purchasing newly issued Shares prior to or concurrently with 
the confirmation of a transaction; and (4) trading information.
    In addition, the Bulletin will reference that the Fund is subject 
to various fees and expenses described in the registration statement. 
The Bulletin will also reference the fact that there is no regulated 
source of last sale information regarding physical commodities, that 
the SEC has no jurisdiction over the trading of physical commodities, 
and that the CFTC has regulatory jurisdiction over the trading of 
futures contracts and options on futures contracts. The Bulletin will 
also reference that the forward contracts are traded on the LME, which 
is subject to regulation by the Securities and Investment Board in the 
United Kingdom and the Financial Services Authority. In addition, the 
Bulletin will also indicate that OTC instruments or products may 
effectively be unregulated. The Bulletin will also discuss any 
exemptive, no-action and interpretive relief granted by the Commission 
from any rules under the Act. The Bulletin will also disclose that the 
NAV for the Shares will be calculated after 4 p.m. ET each trading day.
2. Statutory Basis
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    \6\ The NAV will be calculated daily and made available to all 
market participants at the same time. If the NAV is not being 
disseminated as required, the Amex has represented that it may halt 
trading during the day in which the interruption to the 
dissemination of the NAV occurs. If the interruption to the 
dissemination of the NAV persists past the trading day in which it 
occurred, the Amex has represented that it will halt trading no 
later than the beginning of the trading day following the 
interruption.
    \7\ The disclosure of the portfolio holdings will be made to all 
market participants at the same time. If the portfolio holdings are 
not being disseminated as required, Amex has represented that it may 
halt trading during the day in which the interruption to the 
dissemination of the portfolio holdings occurs. If the interruption 
to the dissemination of the portfolio holdings persists past the 
trading day in which it occurred, Amex has represented that it will 
halt trading no later than the beginning of the trading day 
following the interruption.
    \8\ ``ETP Holder means a sole proprietorship, partnership, 
corporation, limited liability company, or other organization in 
good standing that has been issued an Equity Trading Permit or 
``ETP.'' An ETP Holder must be a registered broker or dealer 
pursuant to section 15 of the Act. See 15 U.S.C. 78o(b).
    \9\ See E-mail from Timothy J. Malinowski, Director, NYSE 
Euronext, to Ronesha Butler, Special Counsel, Division of Trading 
and Markets (``Division''), Commission, dated December 27, 2007 
(``E-mail from Timothy J. Malinowski'').
    \10\ For a list of the current members and affiliate members of 
ISG, see http://www.isgportal.com. The Exchange notes that not all 
of the underlying securities may trade on exchanges that are members 
or affiliate members of the ISG.
    \11\ The Exchange amended NYSE Arca Equities Rule 9.2(a) to 
provide 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 proposed rule amendment 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. See Securities Exchange Release No. 
54045 (June 26, 2006), 71 FR 37971 (July 3, 2006) (SR-PCX-2005-115).
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    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\12\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\13\ 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. 
In addition, the Exchange believes that the proposed rule change is 
consistent with Rule 12f-5 under the Act \14\ because 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.
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    \12\ 15 U.S.C. 78f(b).
    \13\ 15 U.S.C. 78f(b)(5).
    \14\ 17 CFR 240.12f-5.
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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

    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 an e-mail to [email protected]. Please include 
File Number SR-NYSEArca-2006-76 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-2006-76. 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 offices 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-2006-76 and should 
be submitted on or before January 25, 2008.

IV. Commission's Findings and Order Granting Accelerated Approval of 
the Proposed Rule Change

    After careful review, the Commission finds that the proposed rule 
change, as modified, 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 an exchange have rules designed, among other 
things, to promote just and equitable principles of trade, to remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system, and, in general, to protect investors and the 
public interest. The Commission believes that this proposal should 
benefit investors by increasing competition among markets that trade 
the Shares.
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    \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).
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    In addition, the Commission finds that the proposal is consistent 
with Section 12(f) of the Act,\17\ which permits an exchange to trade, 
pursuant to UTP, a security that is listed and registered on another 
exchange.\18\ The Commission notes that it has approved the listing and 
trading of the Shares on Amex.\19\ The Commission also finds that the 
proposal is consistent with Rule 12f-5 under the Act,\20\ which 
provides that an exchange shall not extend UTP to a security unless the 
exchange has in effect a rule or rules providing for transactions in 
the class or type of security to which the exchange extends UTP. The 
Exchange has represented that it meets this requirement because it 
deems the Shares to be equity securities, thus rendering trading in the 
Shares subject to the Exchange's existing rules

[[Page 912]]

governing the trading of equity securities.
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    \17\ 15 U.S.C. 78l(f).
    \18\ Section 12(a) of the Act, 15 U.S.C. 78l(a), generally 
prohibits a broker-dealer from trading a security on a national 
securities exchange unless the security is registered on that 
exchange pursuant to section 12 of the Act. Section 12(f) of the Act 
excludes from this restriction trading in any security to which an 
exchange ``extends UTP.'' When an exchange extends UTP to a 
security, it allows its members to trade the security as if it were 
listed and registered on the exchange even though it is not so 
listed and registered.
    \19\ See Amex Approval Order, supra note 5.
    \20\ 17 CFR 240.12f-5.
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    The Commission further believes that the proposal is consistent 
with Section 11A(a)(1)(C)(iii) of the Act,\21\ which sets forth 
Congress's 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 represents that futures, forwards and related 
exchange-traded options quotes and last sale information for the 
commodity contracts are widely disseminated through a variety of market 
data vendors worldwide, including Bloomberg and Reuters. In addition, 
the Exchange further represents that complete real-time data for such 
futures, forwards and exchange-traded options is available by 
subscription from Reuters and Bloomberg. The relevant futures and 
forward exchanges also provide delayed futures and forward contract 
information on current and past trading sessions and market news free 
of charge on their respective Web sites. The specific contract 
specifications for the futures and forward contracts are also available 
from the futures and forward exchanges on their Web sites as well as 
other financial informational sources. Finally, the Web site for the 
Fund and the Manager, which will be publicly accessible at no charge, 
will contain the following information: (a) The prior business day's 
NAV and the reported closing price; (b) calculation of the premium or 
discount of such price against such NAV; and (c) other applicable 
quantitative information. Furthermore, the Commission believes that the 
proposal to list the Trust Units and trade the Shares pursuant to UTP 
is reasonably designed to promote fair disclosure of information that 
may be necessary to price the Shares appropriately. The Exchange 
represents that trading of the Shares is subject to proposed NYSE Arca 
Equities Rule 8.500(f) which sets forth certain restrictions to prevent 
the use of material non-public corporate or market information by ETP 
Holders acting as registered Market Makers in Trust Units. The 
Commission notes that if the Exchange is the listing market, the 
Exchange will obtain a representation from the issuer of each of the 
series of Trust Units that the NAV will be calculated daily and made 
available to all market participants at the same time.\22\ In addition, 
the Exchange represents that, if it is the listing market, the 
disclosure of the portfolio composition of the Trust Units will be made 
to all market participants at the same time.\23\
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    \21\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \22\ See NYSE Arca Equities Rule 8.500(d)(1)(ii).
    \23\ See E-mail from Timothy J. Malinowski, Director, NYSE 
Euronext, to Ronesha Butler, Special Counsel, Division, Commission, 
dated December 21, 2007.
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    The Commission also believes that the Exchange's trading halt rules 
are reasonably designed to prevent trading in the Shares when 
transparency is impaired. Proposed NYSE Arca Equities Rule 
8.500(d)(2)(i)(B)(ii) provides that the Exchange will halt trading in 
the Shares if the circuit breaker parameters of Rule 7.12 have been 
reached. In addition, the Exchange represents that, if the Exchange 
becomes aware that the total portfolio holdings or the NAV are not 
disseminated to all market participants at the same time, NYSE Arca 
shall immediately halt trading in the Shares.\24\ If the Exchange is 
the listing market and the portfolio holdings and NAV are not being 
disseminated as required, the Exchange may halt trading during the day 
in which the interruption to the dissemination of the portfolio 
holdings or NAV occurs.\25\ If the Exchange is the listing market and 
the interruption to the dissemination of the portfolio holdings or NAV 
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.\26\
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    \24\ See E-mail from Timothy J. Malinowski, supra note 9.
    \25\ See NYSE Arca Equities Rule 8.500(d)(2)(ii).
    \26\ Id.
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    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 NYSE Arca Equities rules 
governing the trading of equity securities.
    The Commission notes that, if the Shares should be delisted by the 
listing exchange, the Exchange would no longer have authority to trade 
the Shares pursuant to this order.
    In support of this proposal, the Exchange has made the following 
representations:
    1. The Exchange's existing surveillance procedures applicable to 
derivative products are adequate to properly monitor Exchange trading 
of the Shares in all trading sessions and to deter and detect 
violations of Exchange rules. In addition, the Exchange has represented 
that it has Information Sharing Agreements with ICE FUTURES, LME, and 
NYMEX and may obtain market surveillance information via the ISG and 
other from other exchanges that are members or affiliates of ISG, 
including CBOT, CME, and NYBOT.
    2. Prior to the commencement of trading, the Exchange will inform 
its ETP Holders in a Bulletin of the special characteristics and risks 
associated with trading the Shares.
    3. The Bulletin will discuss the requirement that ETP Holders 
deliver a prospectus to investors purchasing newly issued Shares prior 
to or concurrently with the confirmation of a transaction.

This approval order is based on the Exchange's representations.
    The Commission finds good cause for approving this proposal before 
the thirtieth day after the publication of notice thereof in the 
Federal Register. As noted above, the Commission has approved the 
original listing and trading of the Shares on Amex.\27\ The Commission 
presently is not aware of any regulatory issue that should cause it to 
revisit that finding or would preclude the trading of the Shares on the 
Exchange pursuant to UTP. Accelerating approval of this proposal should 
benefit investors by creating, without undue delay, additional 
competition in the market for such Shares.
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    \27\ See Amex Approval Order, supra note 5.
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V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\28\ that the proposed rule change (SR-NYSEArca-2006-76), as 
modified, be, and it hereby is, approved, on an accelerated basis.
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    \28\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\29\
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    \29\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary.
 [FR Doc. E7-25623 Filed 1-3-08; 8:45 am]
BILLING CODE 8011-01-P