
[Federal Register: February 26, 2008 (Volume 73, Number 38)]
[Notices]               
[Page 10314-10317]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr26fe08-100]                         

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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 rule-comments@sec.gov. 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
