
[Federal Register: March 5, 2008 (Volume 73, Number 44)]
[Notices]               
[Page 11965-11968]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr05mr08-113]                         


[[Page 11965]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57387; File No. SR-ISE-2007-99]

 
Self-Regulatory Organizations; International Securities Exchange, 
LLC; Notice of Filing and Order Granting Accelerated Approval of 
Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To Allow 
for the Listing and Trading of Index-Linked Exchangeable Notes

February 27, 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 12, 2007, the International Securities Exchange, LLC 
(``Exchange'' or ``ISE'') 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 February 26, 2008, the Exchange filed Amendment No. 1 
to the proposed rule change.\3\ This order provides notice of the 
proposed rule change, as amended, and approves the proposal on an 
accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ In Amendment No. 1, the Exchange proposed changes to ISE 
Rule 2101 that consolidate into a single rule certain requirements 
for products traded on the Exchange pursuant to unlisted trading 
privileges (``UTP'') that have been established in various new 
products proposals previously approved by the Commission. ISE will 
trade index-linked exchangeable notes pursuant to UTP, so the 
provisions of proposed ISE Rule 2101 would apply to this type of 
product.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend its rules to provide for the listing 
and trading of index-linked exchangeable notes. The text of the 
proposed rule change is available at the Exchange's principal office, 
on the Exchange's Web site (http://www.ise.com), and at the 
Commission's Public Reference Room.

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 rules that would allow it to list and trade, 
or trade pursuant to UTP, index-linked exchangeable notes. Index-linked 
exchangeable notes allow investors to hold a single, exchange-listed 
note exchangeable for the cash value of the underlying stocks 
(``Underlying Stocks'') of an index (``Underlying Index,'' ``Index,'' 
``Underlying Indices,'' or ``Indices''), and thereby acquire--in a 
single security and single trade--exposure to a specific index of 
equity securities.
    Each Underlying Index or Underlying Stock (as applicable) must be:
     An index that has been created by a third party and: (1) 
Has been described in an exchange rule for the trading of options, 
Portfolio Depositary Receipts, Investment Company Units, index-linked 
exchangeable notes, or index-linked securities which has been approved 
by the Commission under section 19(b)(2) of the Act,\4\ and the 
standards set forth in the Commission approval order are satisfied; or 
(2) is an index that meets the requirements of the exchange rules 
adopted pursuant to Rule 19b-4(e) under the Act \5\ (each, a ``Third-
Party Index''); or
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    \4\ 15 U.S.C. 78s(b)(2).
    \5\ 17 CFR 240.19b-4(e).
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     An index that has been created by the issuer and: (1) Has 
been described in an exchange rule for the trading of options, 
Portfolio Depositary Receipts, Investment Company Units, index-linked 
exchangeable notes, or index-linked securities that has been approved 
by the Commission pursuant to section 19(b)(2) of the Act, and the 
standards set forth in the Commission approval order are satisfied; or 
(2) is an index which meets the requirements of the exchange rules 
adopted pursuant to Rule 19b-4(e) of the Act (each, an ``Issuer 
Index'').
     Each issuer of an Underlying Stock shall be a reporting 
company under the Act that is listed on a national securities exchange 
and is subject to last-sale reporting; and
     An Issuer Index will meet the procedures and criteria in 
ISE Rule 2002(d) \6\ or the criteria set forth in proposed Rule 
2133(d)(ii) and the index concentration limits in Rule 2002(d).
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    \6\ ISE Rule 2002(d) sets forth the criteria for trading options 
on a broad-based index.
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a. Description of Index-Linked Exchangeable Notes
    Index-linked exchangeable notes are debt securities that are 
exchangeable at the option of the holder (subject to the requirement 
that the holder in most circumstances exchange a specified minimum 
amount of notes), on call by the issuer, or at maturity for a cash 
amount (the ``Cash Value Amount'') based on the reported market prices 
of the Underlying Stocks of an Underlying Index. Each index-linked 
exchangeable note is intended to provide investors with an instrument 
that closely tracks the Underlying Index. Despite being linked to an 
Index, they will trade as individual securities. The linkage is on a 
one-to-one basis so that a holder of notes is fully exposed to 
depreciation and appreciation of the Underlying Stocks.
    Index-linked exchangeable notes are expected to trade at a cost 
lower than the cost of trading each of the Underlying Stocks separately 
(because of reduced commission and custody costs) and also give 
investors the ability to maintain index exposure without any management 
or administrative fees and ongoing expenses. The initial offering price 
for an index-linked exchangeable note will be established on the date 
the note is priced for sale to the public. In addition, index-linked 
exchangeable notes will not include embedded options or leverage. 
Because index-linked exchangeable notes are debt securities, a holder 
will not be recognized by issuers of the Underlying Stocks as the owner 
of those stocks and will have no rights as a stockholder with respect 
to those stocks.
    Additional issuances of a series of index-linked exchangeable notes 
may be made subsequent to the initial issuance of that series (and 
prior to the maturity of that series) for purposes of providing market 
liquidity. Each series of index-linked exchangeable notes may or may 
not provide for quarterly interest coupons based on dividends or other 
cash distributions paid on the Underlying Stocks during a prescribed 
period and an annual supplemental coupon based on the value of the 
Underlying Index during a prescribed period. Index-linked exchangeable 
notes will generally be acquired, held, or transferred only in round-
lot amounts (or round-lot multiples) of 100 notes.
    Beginning on a specified date and up to a specified date prior to 
the maturity date or any call date, the holder of index-linked 
exchangeable notes may exchange some or all of its notes for

[[Page 11966]]

their Cash Value Amount, plus any accrued but unpaid quarterly interest 
coupons. A holder will generally be required to exchange a certain 
specified minimum amount of notes, although this minimum requirement 
may be waived following a downgrade in the issuer's credit rating below 
specified thresholds or the occurrence of other specified events.
    Index-linked exchangeable notes may be subject to call by the 
issuer on specified dates or during specified periods, upon at least 
30, but not more than 60, days notice to holders. The call price would 
be equal to the Cash Value Amount, plus any accrued but unpaid 
quarterly interest coupons.
    At maturity, the holder of an index-linked exchangeable note will 
receive a cash amount equal to the Cash Value Amount, plus any 
accumulated but unpaid quarterly and annual supplemental interest 
coupons. Although a specific maturity date will not be established 
until the time of the initial offering of a series of notes, the notes 
will provide for maturity within a period of not less than one or more 
than 30 years from the date of issue.
    In connection with the initial listing of each series of index-
linked exchangeable notes, the Exchange has established that a minimum 
of 150,000 notes held by at least 400 holders be required to be 
outstanding when trading begins (except if traded in thousand dollar 
denominations, then no minimum number of holders is necessary). 
Beginning 12 months after the initial issuance of a series of index-
linked exchangeable notes, the Exchange will consider the suspension of 
trading in or removal from listing of that series of notes under any of 
the following circumstances: (1) The series has fewer than 50,000 notes 
issued and outstanding; (2) the market value of all notes of that 
series issued and outstanding is less than $1 million; or (3) such 
other event shall occur or such other condition exists which in the 
opinion of the Exchange makes further dealings on the Exchange 
inadvisable.
b. Eligibility Standards for Issuers
    The following standards would apply to issuers of index-linked 
exchangeable notes:
     Assets/Equity. The issuer shall have assets in excess of 
$100 million and net worth of at least $10 million. If the issuer does 
not have pre-tax income from continuing operations of at least $750,000 
in the last fiscal year or two of the last three fiscal years, the 
Exchange will require the issuer to have the following: (1) Total 
assets of at least $200 million and net worth of at least $10 million; 
or (2) total assets of at least $100 million and net worth of at least 
$20 million.\7\
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    \7\ See proposed ISE Rule 2133(a)(2).
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     Distribution. Minimum public distribution of 150,000 notes 
with a minimum of 400 public note-holders. This minimum public note-
holder requirement will not be applicable to an issue traded in 
thousand dollar denominations or if the securities are redeemable at 
the option of the holders on at least a weekly basis.\8\
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    \8\ See proposed ISE Rule 2133(a)(1).
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     Principal Amount/Aggregate Market Value. Not less than $4 
million.\9\
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    \9\ See proposed Rule 2133(a)(3).
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     Tangible Net Worth. The issuer will be expected to have a 
minimum tangible net worth in excess of $250 million, and to have a 
pre-tax income from continuing operations that substantially exceeds 
$750,000 in the last fiscal year or two of the last three fiscal years. 
In the alternative, the issuer will be expected: (1) To have a minimum 
tangible net worth of $150 million, and to otherwise substantially 
exceed the earnings requirements set forth above (in the first bullet 
point); and (2) not to have issued index-linked exchangeable notes 
where the original issue price of all the issuer's other index-linked 
exchangeable note offerings (combined with other index-linked 
exchangeable note offerings of the issuer's affiliates) listed on a 
national securities exchange exceeds 25% of the issuer's net worth.\10\
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    \10\ See proposed Rule 2133(c).
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c. Description of the Underlying Indices
    An Underlying Index will either be a Third-Party Index or an Issuer 
Index. All changes to an Underlying Index, including the deletion and 
addition of Underlying Stocks, index rebalancing, and changes to the 
calculation of the index, will be made in accordance with the 
Commission's order under section 19(b)(2) of the Act \11\ or the 
Exchange rules under which that index was approved, as the case may be.
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    \11\ 15 U.S.C. 78s(b)(2).
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    If the index is maintained by a broker-dealer or fund advisor, the 
broker-dealer or fund advisor must erect and maintain a ``firewall'' 
around personnel who have access to information concerning changes and 
adjustments to the index and the index must be calculated by a third 
party who is not a broker-dealer or fund advisor.\12\
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    \12\ See proposed ISE Rule 2133(g).
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d. Eligibility Standards for Issuer Indices and Their Underlying Stocks
    Pursuant to proposed ISE Rule 2133(d), Issuer Indices and their 
Underlying Stocks must either meet the procedures and criteria set 
forth in ISE Rule 2002(d) or satisfy the following minimum standards:
     Each Underlying Stock of an Issuer Index must: (1) Have a 
minimum market capitalization of $3 billion and, during the 12 months 
preceding listing of the index-linked exchangeable note, traded at 
least 2.5 million shares; (2) have a minimum market capitalization of 
$1.5 billion and, during the 12 months preceding listing of the index-
linked exchangeable note, traded at least 10 million shares; or (3) 
have a minimum market capitalization of $500 million and, during the 12 
months preceding listing of the index-linked exchangeable note, traded 
at least 15 million shares;
     Each issuer of an Underlying Stock must be a reporting 
company under the Act that is listed on a national securities exchange 
and is subject to last-sale reporting; in addition, if any Underlying 
Stock is the stock of a non-U.S. company that is traded in the U.S. 
market as a sponsored American Depositary Share (``ADS''), ordinary 
share or otherwise, then for each such security the Exchange shall 
either: (1) Have in place a comprehensive surveillance sharing 
agreement with the primary exchange on which each non-U.S. security is 
traded (in the case of an ADS, the primary exchange on which the 
security underlying the ADS is traded); (2) the combined trading volume 
of each non-U.S. security and other related non-U.S. securities 
occurring in the U.S. market or in markets with which the Exchange has 
in place a comprehensive surveillance sharing agreement represents (on 
a share equivalent basis for any ADS) at least 50% of the combined 
worldwide trading volume in such securities (i.e., each non-U.S. 
security, other related non-U.S. securities, and other classes of 
common stock related to each non-U.S. security) over the six-month 
period preceding the date of listing; or (3) (a) the combined trading 
volume of each non-U.S. security and other related non-U.S. securities 
occurring in the U.S. market represents (on a share equivalent basis) 
at least 20% of the combined world-wide trading volume in such 
securities (i.e., each non-U.S. security and in other related non-U.S. 
securities) over the six-month period preceding the date of selection 
of the non-U.S. security for an index-linked exchangeable note listing; 
(b) the average daily trading volume for each non-U.S. security in the 
U.S. markets over the six months preceding the selection of each non-
U.S. security for an index-linked exchangeable note listing is 100,000 
or more shares; and (c) the trading volume

[[Page 11967]]

is at least 60,000 shares per day in the U.S. markets on a majority of 
the trading days for the six months preceding the date of selection of 
each non-U.S. security for an index-linked exchangeable note listing; 
and
     If any underlying security to which the instrument is to 
be linked is the stock of a non-U.S. company which is traded in the 
U.S. market as a sponsored ADS, ordinary share, or otherwise, then the 
minimum number of holders of such underlying linked security shall be 
2,000; and
     The index concentration limits set forth in ISE Rule 
2002(d) are met.\13\
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    \13\ See ISE Rule 2002(d).
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e. Exchange Rules Applicable to Index-Linked Exchangeable Notes
    Index-linked exchangeable notes will be subject to all Exchange 
rules governing the trading of equity securities.
    In addition, pursuant to Rule 10A-3 under the Act \14\ and section 
3 of the Sarbanes-Oxley Act of 2002,\15\ the Exchange will prohibit the 
initial or continued listing of any security of an issuer that is not 
in compliance with the requirements set forth therein.
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    \14\ 17 CFR 240.10A-3.
    \15\ Section 3 of Pub. L. 107-204, 116 Stat. 745 (2002).
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    Pursuant to proposed ISE Rule 2101, new derivative securities 
products traded on the Exchange pursuant to UTP, including index-linked 
exchangeable notes, will be subject to a number of requirements 
previously made as representations. For example, pursuant to proposed 
ISE Rule 2101(a)(2)(i), the Exchange will distribute a Regulatory 
Information Circular prior to the commencement of trading in such new 
derivative securities product that generally will include the same 
information as the information circular provided by the listing 
exchange, including: (1) The special risks of trading the new 
derivative securities product; (2) the Exchange's rules that will apply 
to the new derivative securities product, including the suitability 
rule; (3) information about the dissemination of value of the 
underlying assets or indexes; and (4) the risk of trading during the 
Pre-Market Session due to the lack of calculation or dissemination of 
information about the underlying assets and/or index value.
    Proposed ISE Rule 2101(a)(2)(ii) reminds Equity EAMs that they are 
subject to the prospectus delivery requirements under the Securities 
Act of 1933, unless the new derivative securities product is the 
subject of an order by the Commission exempting the product from 
certain prospectus delivery requirements under section 24(d) of the 
Investment Company Act of 1940 and the product is not otherwise subject 
to prospectus delivery requirements under the Securities Act of 1933. 
The Exchange will inform its Equity EAMs regarding the application of 
the provisions of this subparagraph to a new derivative securities 
product by means of a Regulatory Information Circular.
    Additionally, the proposed rule change sets forth procedures for 
halting trading in certain circumstances. When the Exchange is the 
listing market for index-linked exchangeable notes, if the official 
index value applicable to that index-linked exchangeable note is 
interrupted, the Exchange may halt trading during the day in which the 
interruption occurs; if the interruption 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.\16\ The 
Exchange also will immediately halt trading in a new derivative 
securities product trading on the Exchange pursuant to UTP upon 
notification by the listing market of a halt due to a temporary 
interruption in the calculation or wide dissemination of the Intraday 
Indicative Value (``IIV'') or the value of the underlying index.\17\ If 
the interruption persists until the scheduled commencement of trading 
on the next business day, the Exchange will not commence trading of the 
product on that day.\18\ The Exchange may resume trading in the product 
only if calculation and wide dissemination of the IIV or the value of 
the underlying index resumes or trading in such series resumes in the 
listing market.\19\ Further, for new derivative securities products 
trading on the Exchange on a UTP basis where a net asset value 
(``NAV'') is disseminated, if the Exchange becomes aware that the NAV 
is not being disseminated to all market participants at the same time, 
the Exchange will immediately halt trading; the Exchange may resume 
trading in the product only when trading in the new derivative 
securities product resumes on the listing market.\20\
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    \16\ See proposed ISE Rule 2133(h).
    \17\ See proposed ISE Rule 2101(a)(2)(iii)(A).
    \18\ See id.
    \19\ See id.
    \20\ See proposed ISE Rule 2101(a)(2)(iii)(B).
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2. Statutory Basis
    The basis under the Act for this proposed rule change is found in 
section 6(b)(5),\21\ in that the proposed rule change is designed to 
promote just and equitable principles of trade, remove impediments to 
and perfect the mechanisms 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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    \21\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The proposed rule change does not impose any burden on competition 
that is not necessary or appropriate in furtherance of the purposes of 
the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants or Others

    The Exchange has not solicited, and does not intend to solicit, 
comments on this proposed rule change. The Exchange has not received 
any unsolicited written comments from members or other interested 
parties.

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-ISE-2007-99 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.

All submissions should refer to File Number SR-ISE-2007-99. 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

[[Page 11968]]

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 ISE. 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-ISE-2007-99 and should be 
submitted on or before March 26, 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 amended, is consistent with the requirements of the Act and 
the rules and regulations thereunder applicable to a national 
securities exchange.\22\ In particular, the Commission finds that the 
proposal is consistent with section 6(b)(5) of the Act \23\ 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, 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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    \22\ 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).
    \23\ 15 U.S.C. 78f(b)(5).
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    Currently, the Exchange would have to file a proposed rule change 
with the Commission pursuant to section 19(b)(1) of the Act \24\ and 
Rule 19b-4 thereunder \25\ to list or trade any index-linked 
exchangeable notes. Rule 19b-4(e), however, provides that the listing 
and trading of a new derivative securities product by a self-regulatory 
organization (``SRO'') will 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 
derivative securities product, and the SRO has a surveillance program 
for the product class. The Exchange's proposed rules fulfill these 
requirements. Use of Rule 19b-4(e) by ISE to list or trade equity 
securities such as index-linked exchangeable notes should promote 
competition, reduce burdens on issuers and other market participants, 
and make offerings available to investors more quickly.
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    \24\ 15 U.S.C. 78s(b)(1).
    \25\ 17 CFR 240.19b-4.
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    The Commission has approved generic listing standards for index-
linked exchangeable notes on other national securities exchanges 
similar to those being proposed by ISE.\26\ ISE's proposal does not 
appear to raise any novel regulatory issues, and the Commission is 
approving it on the same basis as those earlier proposals.
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    \26\ See Securities Exchange Act Release No. 49532 (April 7, 
2004), 69 FR 19593 (April 13, 2004) (SR-PCX-2004-01); Securities 
Exchange Act Release No. 46370 (August 16, 2002), 67 FR 54509 
(August 22, 2002) (SR-CBOE-2002-29); Securities Exchange Act Release 
No. 45082 (November 19, 2001), 66 FR 59282 (November 27, 2001) (SR-
Phlx-2001-92); Securities Exchange Act Release No. 44621 (July 30, 
2001), 66 FR 41064 (August 6, 2001) (SR-Amex-2001-29).
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    Additionally, the Commission believes that the proposed rules are 
reasonably designed to promote fair disclosure of information that may 
be necessary to price index-linked exchangeable notes appropriately. If 
a broker-dealer or fund advisor is responsible for maintaining (or has 
a role in maintaining) the underlying index, such broker-dealer or fund 
advisor would be required to erect and maintain a ``firewall'' to 
prevent the flow of non-public information regarding the underlying 
index from the personnel involved in the development and maintenance of 
such index to others such as sales and trading personnel.\27\ The 
Commission also believes that the Exchange's proposed trading halt 
rules, discussed above, are reasonably designed to prevent trading when 
transparency is impaired.
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    \27\ See proposed ISE Rule 2133(h).
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    Further, the Commission believes that the trading rules and 
procedures to which products will be subject pursuant to this proposal 
are consistent with the Act. Products traded pursuant to the proposed 
rule change would be subject to ISE's previously approved rules 
governing the trading of Equity Securities.
    The Exchange represents that its surveillance procedures are 
adequate to properly monitor the trading of new derivative securities 
products, including index-linked exchangeable notes. The proposed rule 
change also requires that the Exchange enter into a comprehensive 
surveillance sharing agreement (``CSSA'') with markets trading 
components of the index or portfolio on which the new derivative 
securities product is based to the same extent as the listing 
exchange's rules require the listing market to enter into a CSSA with 
such markets. This approval is based on that recommendation.

Acceleration

    The Commission finds good cause for approving the proposed rule 
change, as amended, prior to the 30th day after the date of publication 
of the notice of filing thereof in the Federal Register. ISE's proposal 
is similar to other proposals that have been approved by the 
Commission.\28\ The Commission believes that ISE's proposal does not 
raise any novel issues, and accelerated approval of the proposal will 
expedite the listing and trading of additional products by the 
Exchange, subject to consistent and reasonable standards. Therefore, 
the Commission finds good cause, consistent with section 19(b)(2) of 
the Act,\29\ to approve the proposed rule change, as modified by 
Amendment No. 1, on an accelerated basis.
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    \28\ See supra at note 26.
    \29\ 15 U.S.C. 78s(b)(2).
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V. Conclusion

    It is therefore ordered, pursuant to section 19(b)(2) of the 
Act,\30\ that the proposed rule change (SR-ISE-2007-99), as modified by 
Amendment No. 1 thereto, is hereby approved on an accelerated basis.
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    \30\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\31\
Florence E. Harmon,
Deputy Secretary.
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    \31\ 17 CFR 200.30-3(a)(12).
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 [FR Doc. E8-4172 Filed 3-4-08; 8:45 am]

BILLING CODE 8011-01-P
