[Federal Register Volume 73, Number 38 (Tuesday, February 26, 2008)]
[Notices]
[Pages 10314-10317]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E8-3554]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-57356; File No. SR-Amex-2007-115]
Self-Regulatory Organizations; American Stock Exchange, LLC;
Notice of Filing and Order Granting Accelerated Approval of a Proposed
Rule Change, as Modified by Amendment Nos. 1 and 2 Thereto, To List and
Trade Shares of the SPDR[supreg] Barclays Capital Global Inflation
Linked Exchange-Traded Fund
February 20, 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 October 29, 2007, the American Stock Exchange, LLC (``Amex'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been substantially prepared by the Exchange.
On January 4, 2008, the Exchange filed Amendment No. 1 to the proposed
rule change. On January 30, 2008, the Exchange filed Amendment No. 2 to
the proposed rule change. This order provides notice of the proposed
rule change, as amended, and approves the proposed rule change, as
modified by Amendment Nos. 1 and 2 thereto, 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 list and trade shares (``Shares'') of the
SPDR[supreg] Barclays Capital Global Inflation Linked Exchange-Traded
Fund (``Fund'').\3\ The text of the proposed rule change is available
at the Exchange's principal office, the Commission's Public Reference
Room, and http://www.amex.com.
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\3\ The Fund is a series of the SPDR[supreg] Series Trust
(formerly streetTRACKS Series Trust, the ``Trust''), an investment
company registered under the Investment Company Act of 1940 (``1940
Act'').
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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 list and trade Shares of the Fund pursuant
to Amex Rule 1000A-AEMI and Amex Rules 1001A through 1005A, which
provide listing standards for Index Fund Shares.\4\ The Shares
represent an interest in the investment portfolio of the Fund and are
registered under the Act. The Fund's investment objective is to provide
investment results that, before fees and expenses, correspond generally
to the price and yield performance of the World Government TIPS Index,
an index that tracks the inflation-protected sector of the global bond
market. The Fund employs an indexing approach seeking to substantially
replicate, before fees and expenses, the price and yield performance of
the Barclays World Government Inflation-Linked Bond Index
(``Index'').\5\ The Index measures the performance of the major
government inflation-linked bond markets and is constructed from a
selection of country/currency indices based on rating and size. The
Index is designed to include only those markets in which a global
government linker \6\ fund is likely to invest and includes the
following ten countries: United Kingdom, Australia, Canada, Sweden,
United States, France, Italy, Japan, Germany, and Greece.
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\4\ An Index Fund Share is a security that is issued by an open-
end management investment company based on a portfolio of stocks or
fixed-income securities or a combination thereof that seeks to
provide investment results that correspond generally to the price
and yield performance or total return performance of a specified
foreign or domestic stock index, fixed-income securities index, or
combination thereof. See Amex Rule 1000A-AEMI(b)(1).
\5\ Barclays Capital, which created and manages the Index, is
the investment banking division of Barclays Bank PLC, which is
regulated by the Financial Services Authority of the United Kingdom.
\6\ A linker is an inflation-linked bond.
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The Exchange represents that the Fund does not satisfy the generic
listing standards in Commentary .03(a)(5) to Amex Rule 1000A-AEMI,
which requires that the underlying index or portfolio (excluding one
consisting entirely of exempted securities) must include a minimum of
13 non-affiliated issuers.\7\ Currently, the Index only includes ten
non-affiliated issuers. Except for Commentary .03(a)(5) to Amex Rule
1000A-AEMI, Amex states that the Shares currently satisfy all
applicable generic listing standards for Index Fund Shares based on
Fixed Income Securities.\8\ The Exchange further represents that the
continued listing standards for Index Fund Shares under Amex Rule
1002A(b) are applicable to the Shares.\9\ The issuer of the Shares, the
Trust, is required to comply with Rule 10A-3 under the Act \10\ for the
initial and continued listing of the Shares.
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\7\ The generic listing requirements under Commentary .03 to
Amex Rule 1000A-AEMI permit the listing and trading of Index Fund
Shares pursuant to Rule 19b-4(e) under the Act (17 CFR 240.19b-
4(e)). Rule 19b-4(e) provides that the listing and trading of a new
derivative securities product by a self-regulatory organization
(``SRO'') shall not be deemed a proposed rule change, pursuant to
Rule 19b-4(c)(1), if the Commission has approved, pursuant to
Section 19(b) of the Act, the SRO's trading rules, procedures, and
listing standards for the product class that would include the new
derivatives securities product, and the SRO has a surveillance
program for the product class.
\8\ Fixed Income Securities are debt securities that are notes,
bonds, debentures, or evidence of indebtedness that include, but are
not limited to, U.S. Department of Treasury securities, government-
sponsored entity securities, municipal securities, trust preferred
securities, supranational debt, and debt of a foreign country or a
subdivision thereof. See Commentary .03 to Amex Rule 1000A-AEMI.
\9\ Pursuant to Amex Rule 1002A(a)(i), the Exchange has
established a minimum of 200,000 Shares to be outstanding at the
start of trading. The Exchange believes that the proposed minimum
number of Shares outstanding at the start of trading is sufficient
to provide market liquidity and is comparable to requirements that
have been applied to previously listed series of Index Fund Shares.
\10\ 17 CFR 240.10A-3.
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The Exchange states that detailed descriptions of the Fund, the
Index (including the methodology used to determine the composition of
the Index), investment objective, management, and structure of the
Fund, procedures and payment requirements for creating and redeeming
Shares, transaction fees and expenses, dividends, distributions, taxes,
reports
[[Page 10315]]
to be distributed to beneficial owners of the Shares, availability of
information regarding the Shares, and calculation and dissemination of
key values can be found in the Registration Statement \11\ and on the
Web site for the Fund (http://www.SPDRETFS.com), as applicable.
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\11\ See Registration Statement on Form N-1A, Post-Effective
Amendment No. 21, filed by streetTRACKS Series Trust on June 21,
2007 (File Nos. 333-57793 and 811-08839) (``Registration
Statement'').
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Availability of Information Regarding the Shares and the Index
Quotations and last sale information regarding the Shares will be
disseminated through the facilities of the Consolidated Tape
Association (``CTA'') and the Consolidated Quotation (``CQ'') System.
Dissemination of the value of the Index will occur at approximately
midnight, London time. The Index value is published on the Barclays
Capital Web site (http://www.barcap.com/indices) and is also available
through Bloomberg. In addition, the Exchange will disseminate through
the facilities of the CTA at least every 15 seconds throughout the
trading day, separately from the consolidated tape, a calculation of
the estimated net asset value or ``NAV'' (also known as the Intraday
Indicative Value or ``IIV'') of a Share, as calculated by Interactive
Data Corporation, a third party calculator (``IIV Calculator''). The
NAV will be calculated once each business day at the close of regular
trading on the New York Stock Exchange, LLC (``NYSE''), ordinarily at 4
p.m. Eastern Time (``ET'').\12\ The Fund's Internet Web site, http://www.SPDRETFS.com, is publicly accessible, at no charge, and will
contain, among other things, the following information for the Shares:
(1) The prior business day's closing NAV; (2) the mid-point of the bid-
ask spread at the time that the Fund's NAV is calculated (``Bid-Ask
Price'') and a calculation of the premium or discount of the Bid-Ask
Price in relation to the closing NAV; (3) historical NAV information;
(4) Exchange trading volume in the Shares; (5) the day's high and low
price; (6) number of Shares outstanding; and (7) month-end and quarter-
end performance. The Web site will also contain links to the Prospectus
and Statement of Additional Information filed by the Trust.
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\12\ Amex represents that if it becomes aware that the NAV is
not being disseminated to all market participants at the same time,
the Exchange will halt trading in the Shares and will resume trading
in the Shares only when the NAV is disseminated to all market
participants. E-mail from Jeffrey P. Burns, Vice President and
Associate General Counsel, Amex, to Edward Cho, Special Counsel,
Division of Trading and Markets, Commission, dated February 19,
2008.
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Amex will also disseminate, on a daily basis, by means of the CTA
and Consolidated Quote High Speed Lines, information with respect to
the IIV, recent NAV, number of Shares outstanding, and the estimated
and total cash amount required to purchase Creation Units.\13\ In
addition, the Exchange will make available on its Web site daily
trading volume of the Shares, closing price, NAV, and final dividend
amounts to be paid for the Fund.
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\13\ The Fund issues and redeems its Shares on a continuous
basis, at NAV, only in a large specified number of Shares called a
``Creation Unit,'' principally in-kind for securities included in
the Index. See Registration Statement, supra note 11.
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Trading Rules and Halts
Trading in the Shares will be governed by the Exchange's AEMI rules
applicable to exchange-traded funds. When required under Amex Rule
1002A(b)(ii), the Exchange will halt trading in the Shares.\14\ The
Shares will trade on the Exchange until 4:15 p.m. ET each business day.
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\14\ See supra note 12.
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Information Circular
Prior to the commencement of trading of the Shares, the Exchange,
in an Information Circular to Exchange members and member
organizations, will inform members and member organizations of, among
other things: (1) The characteristics and risks associated with an
investment in the Shares; (2) the procedures for creating and redeeming
the Shares; and (3) the timing and frequency of the dissemination of
the IIV. The Information Circular will also inform members and member
organizations regarding the application of Commentary .03 to Amex Rule
1000A-AEMI and Amex Rule 1002A to the Fund Shares, Prospectus and/or
Product Description delivery requirements, any exemptive relief under
the 1940 Act, the Securities Act of 1933, or the Act granted by the
Commission, and the requirements of Amex Rule 411 (Duty To Know and
Approve Customers).\15\
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\15\ Under Amex Rule 411, members and member organizations are
required in connection with recommending transactions in the Shares
to have a reasonable basis to believe that a customer is suitable
for the particular investment given reasonable inquiry concerning
the customer's investment objectives, financial situation, needs,
and any other information known by such member.
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Surveillance
The Exchange represents that its surveillance procedures are
adequate to properly monitor the trading of the Shares. Specifically,
Amex will rely on its existing surveillance procedures governing Index
Fund Shares. In addition, the Exchange states that it has a general
policy prohibiting the distribution of material, non-public information
by its employees.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\16\ in general, and furthers the
objectives of Section 6(b)(5) of the Act,\17\ in particular, in that it
is designed to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, to foster
cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, and, in general, to protect
investors and the public interest.
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\16\ 15 U.S.C. 78f(b).
\17\ 15 U.S.C. 78f(b)(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 imposes
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 it did not receive any written comments on
the proposed rule change.
III. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change 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-Amex-2007-115 on the subject line.
Paper Comments
Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-Amex-2007-115. This file
[[Page 10316]]
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-Amex-2007-115 and should be
submitted on or before March 18, 2008.
IV. Commission's Findings and Order Granting Accelerated Approval of
the Proposed Rule Change
After careful consideration, the Commission finds that the proposed
rule change is consistent with the requirements of the Act and the
rules and regulations thereunder applicable to a national securities
exchange.\18\ In particular, the Commission finds that the proposed
rule change is consistent with Section 6(b)(5) of the Act,\19\ which
requires that the rules of a national securities exchange be designed,
among other things, to promote just and equitable principles of trade,
to remove impediments to and perfect the mechanism of a free and open
market and a national market system, and, in general, to protect
investors and the public interest.
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\18\ 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).
\19\ 15 U.S.C. 78f(b)(5).
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Although Commentary .03 to Amex Rule 1000A-AEMI permits the
Exchange to list and trade Index Fund Shares pursuant to Rule 19b-4(e)
under the Act,\20\ the Shares do not meet all of the generic listing
requirements under Commentary .03 to Amex Rule 1000A-AEMI because the
components of the Index do not meet the specific requirements of
Commentary .03(a)(5). Commentary .03(a)(5) to Amex Rule 1000A-AEMI
requires that, upon the initial listing of any series of Index Fund
Shares pursuant to Rule 19b-4(e) under the Act, the underlying index or
portfolio (excluding one consisting entirely of exempted securities)
must include a minimum of 13 non-affiliated issuers. According to the
Exchange, the Index currently includes only ten non-affiliated issuers.
As such, the Shares cannot be listed and traded pursuant to Rule 19b-
4(e) under the Act.
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\20\ See supra note 7.
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The Commission believes, however, that the listing and trading of
the Shares is consistent with the Act. The Commission notes that, based
on the Exchange's representations, the Shares otherwise meet all of the
other applicable generic listing standards under Commentary .03 to Amex
Rule 1000A-AEMI. The Commission further notes that it has previously
approved the listing and trading of derivative securities products that
did not meet certain quantitative generic listing criteria by only a
slight margin.\21\
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\21\ See, e.g., Securities Exchange Act Release Nos. 57047
(December 27, 2007), 73 FR 913 (January 4, 2008) (SR-NYSEArca-2007-
127) (approving the listing and trading of shares of the iShares
MSCI Belgium Index Fund where the component stocks comprising the
index narrowly exceeded the maximum concentration limits); 56983
(December 18, 2007), 72 FR 73394 (December 27, 2007) (SR-NYSEArca-
2007-128) (approving the listing and trading of shares of the
iShares MSCI Japan Small Cap Index Fund where the component stocks
comprising the index that individually exceeded the minimum
worldwide monthly trading volume of 250,000 shares during each of
the last six months accounted, in the aggregate, for 88% of the
weight of the index); 55953 (June 25, 2007), 72 FR 36084 (July 2,
2007) (SR-NYSE-2007-46) (approving the listing and trading of shares
of the HealthShares\TM\ Orthopedic Repair exchange-traded fund where
the component stocks comprising the index that individually exceeded
the minimum worldwide monthly trading volume of 250,000 shares
during each of the last six months accounted, in the aggregate, for
86.2% of the weight of the index); and 56695 (October 24, 2007), 72
FR 61413 (October 30, 2007) (SR-NYSEArca-2007-111) (approving the
listing and trading of shares Shares of the
HealthSharesTM Ophthalmology exchange-traded fund where
the component stocks comprising the index that individually exceeded
the minimum worldwide monthly trading volume of 250,000 shares
during each of the last six months accounted, in the aggregate, for
only 88.2% of the weight of the index).
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The Commission also finds that the proposal is consistent with
Section 11A(a)(1)(C)(iii) of the Act,\22\ which sets forth Congress'
finding that it is in the public interest and appropriate for the
protection of investors and the maintenance of fair and orderly markets
to assure the availability to brokers, dealers, and investors of
information with respect to quotations for and transactions in
securities. Quotations and last-sale information for the Shares will be
disseminated through the facilities of the CTA and CQ System. The value
of the Index will be published on the Barclays Capital Web site at
approximately midnight, London time, and the IIV Calculator will
calculate, and Amex will disseminate, the IIV at least every 15 seconds
through the facilities of the CTA during Amex trading hours. In
addition, the NAV will be calculated once each business day at the
close of regular trading on NYSE, ordinarily at 4 p.m. ET. Further, the
Fund's Web site will disseminate information relating to the NAV and
the Bid-Ask Price, trading volume of the Shares, each day's high and
low price of the Shares, number of Shares outstanding, and month-end
and quarter-end performance. Amex will also disseminate on a daily
basis information with respect to the IIV, recent NAV, number of Shares
outstanding, and the estimated and total cash amount required to
purchase Creation Units. In addition, the Exchange will make available
on its Web site daily trading volume of the Shares, closing price, NAV,
and final dividend amounts to be paid.
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\22\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
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The Commission believes that the proposed rule change is reasonably
designed to promote fair disclosure of information that may be
necessary to appropriately price the Shares. Under Amex Rule
1002A(a)(ii), the Exchange is required to obtain a representation from
the Trust that the NAV per Share will be calculated daily and made
available to all market participants at the same time.\23\ In addition,
the Exchange represents that, if it becomes aware that the NAV is not
disseminated to all market participants at the same time, the Exchange
will halt trading in the Shares until such time when the NAV is
available to all market participants.\24\
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\23\ See supra note 12.
\24\ See id.
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The Commission notes that Barclays Capital must have procedures in
place to comply with the requirements of Commentary .03(b)(i) and (iii)
to Amex Rule 1000A-AEMI, which relate to ``firewalls'' and restricted
access, use, and dissemination of information concerning changes and
adjustments to, and other material non-public information regarding,
the Index.
The Commission further believes that the trading rules and
procedures to which the Shares would be subject
[[Page 10317]]
pursuant to this proposal are consistent with the Act. The Exchange
states that the Shares would be subject to Amex's AEMI rules. The
Commission also believes that the Exchange's trading halt rules under
Amex Rule 1002A(b) are reasonably designed to prevent trading in the
Shares when transparency is impaired.
In support of this proposal, the Exchange has made the following
representations:
1. The Exchange will rely on its existing surveillance procedures
governing Index Fund Shares and has a general policy prohibiting the
distribution of material, non-public information by its employees. The
Exchange represents that its surveillance procedures are adequate to
properly monitor the trading of the Shares.
2. Prior to the commencement of trading, the Exchange will inform
its members and member organizations in an Information Circular of the
characteristics and risks associated with an investment in the Shares,
the procedures for creating and redeeming the Shares, the timing and
frequency of the dissemination of the IIV, the application of
Commentary .03 to Amex Rule 1000A-AEMI and Amex Rule 1002A to the Fund
Shares, Prospectus and/or Product Description delivery requirements,
any exemptive relief under the 1940 Act, the Securities Act of 1933, or
the Act granted by the Commission, and the suitability requirements of
Amex Rule 411.\25\
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\25\ See supra note 15.
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3. The Exchange represents that the Trust is required to comply
with Rule 10A-3 under the Act \26\ for the initial and continued
listing of the Shares.
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\26\ 17 CFR 240.10A-3.
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This approval order is based on the Exchange's representations.
The Commission finds good cause, pursuant to Section 19(b)(2) of
the Act,\27\ for approving the proposed rule change prior to the 30th
day after the date of publication of notice in the Federal Register.
The Commission notes that the Shares are similar in structure,
operation, and function to the shares of other exchange-traded funds
based on an underlying index composed of fixed income securities, the
shares of which are currently listed and trading in the
marketplace.\28\ As mentioned above, the Commission has previously
approved the listing and trading of other derivative securities
products based on indices that narrowly missed a quantitative generic
listing criterion but satisfied all the others.\29\ Given that the
Shares comply with all of Amex's initial generic listing standards for
Index Fund Shares (except for the one requirement of Commentary
.03(a)(5) to Amex Rule 1000A-AEMI) and would be subject to Amex's
continued listing requirements for Index Fund Shares under Amex Rule
1002A, the listing and trading of the Shares does not appear to present
any novel or significant regulatory issues. Therefore, the Commission
believes that accelerating approval of this proposal should benefit
investors by creating, without undue delay, additional competition in
the market for such products. Accordingly, the Commission finds that
there is good cause, consistent with Section 6(b)(5) of the Act,\30\ to
approve the proposed rule change, as modified by Amendment Nos. 1 and 2
thereto, on an accelerated basis.
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\27\ 15 U.S.C. 78s(b)(2).
\28\ See, e.g., Securities Exchange Act Release Nos. 48881
(December 4, 2003), 68 FR 69739 (December 15, 2003) (SR-NYSE-2003-
39) (approving the listing and trading of shares of the iShares
Lehman U.S. Aggregate Bond Fund and iShares Lehman TIPS Bond Fund);
and 48534 (September 24, 2003), 68 FR 56353 (September 30, 2003)
(SR-Amex-2003-75) (approving the listing and trading of Index Fund
Shares based on indexes of fixed income securities selected to
correspond generally to the performance of various U.S. bond
indexes).
\29\ See supra note 21.
\30\ 15 U.S.C. 78f(b)(5).
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V. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) under the
Act,\31\ that the proposed rule change (SR-Amex-2007-115), as modified
by Amendment Nos. 1 and 2 thereto, be, and it hereby is, approved on an
accelerated basis.
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\31\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\32\
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\32\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E8-3554 Filed 2-25-08; 8:45 am]
BILLING CODE 8011-01-P