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Federal Register / Vol. 73, No.

44 / Wednesday, March 5, 2008 / Notices 11965

SECURITIES AND EXCHANGE forth in sections A, B, and C below, of proposed Rule 2133(d)(ii) and the index
COMMISSION the most significant aspects of such concentration limits in Rule 2002(d).
statements.
[Release No. 34–57387; File No. SR–ISE– a. Description of Index-Linked
2007–99] A. Self-Regulatory Organization’s Exchangeable Notes
Statement of the Purpose of, and Index-linked exchangeable notes are
Self-Regulatory Organizations; Statutory Basis for, the Proposed Rule
International Securities Exchange, debt securities that are exchangeable at
Change the option of the holder (subject to the
LLC; Notice of Filing and Order
Granting Accelerated Approval of 1. Purpose requirement that the holder in most
Proposed Rule Change, as Modified by circumstances exchange a specified
The Exchange proposes rules that minimum amount of notes), on call by
Amendment No. 1 Thereto, To Allow would allow it to list and trade, or trade
for the Listing and Trading of Index- the issuer, or at maturity for a cash
pursuant to UTP, index-linked amount (the ‘‘Cash Value Amount’’)
Linked Exchangeable Notes
exchangeable notes. Index-linked based on the reported market prices of
February 27, 2008. exchangeable notes allow investors to the Underlying Stocks of an Underlying
Pursuant to section 19(b)(1) of the hold a single, exchange-listed note Index. Each index-linked exchangeable
Securities Exchange Act of 1934 exchangeable for the cash value of the note is intended to provide investors
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2 underlying stocks (‘‘Underlying with an instrument that closely tracks
notice is hereby given that on October Stocks’’) of an index (‘‘Underlying the Underlying Index. Despite being
12, 2007, the International Securities Index,’’ ‘‘Index,’’ ‘‘Underlying Indices,’’ linked to an Index, they will trade as
Exchange, LLC (‘‘Exchange’’ or ‘‘ISE’’) or ‘‘Indices’’), and thereby acquire—in a individual securities. The linkage is on
filed with the Securities and Exchange single security and single trade— a one-to-one basis so that a holder of
Commission (‘‘Commission’’) the exposure to a specific index of equity notes is fully exposed to depreciation
proposed rule change as described in securities. and appreciation of the Underlying
Items I and II below, which Items have Each Underlying Index or Underlying Stocks.
been substantially prepared by the Stock (as applicable) must be: Index-linked exchangeable notes are
Exchange. On February 26, 2008, the expected to trade at a cost lower than
• An index that has been created by
Exchange filed Amendment No. 1 to the the cost of trading each of the
a third party and: (1) Has been described
proposed rule change.3 This order Underlying Stocks separately (because
in an exchange rule for the trading of
provides notice of the proposed rule of reduced commission and custody
options, Portfolio Depositary Receipts,
change, as amended, and approves the costs) and also give investors the ability
Investment Company Units, index-
proposal on an accelerated basis. to maintain index exposure without any
linked exchangeable notes, or index-
management or administrative fees and
I. Self-Regulatory Organization’s linked securities which has been
ongoing expenses. The initial offering
Statement of the Terms of Substance of approved by the Commission under
price for an index-linked exchangeable
the Proposed Rule Change section 19(b)(2) of the Act,4 and the
note will be established on the date the
standards set forth in the Commission note is priced for sale to the public. In
The Exchange proposes to amend its
approval order are satisfied; or (2) is an addition, index-linked exchangeable
rules to provide for the listing and
index that meets the requirements of the notes will not include embedded
trading of index-linked exchangeable
exchange rules adopted pursuant to options or leverage. Because index-
notes. The text of the proposed rule
Rule 19b–4(e) under the Act 5 (each, a linked exchangeable notes are debt
change is available at the Exchange’s
‘‘Third-Party Index’’); or securities, a holder will not be
principal office, on the Exchange’s Web
site (http://www.ise.com), and at the • An index that has been created by recognized by issuers of the Underlying
Commission’s Public Reference Room. the issuer and: (1) Has been described Stocks as the owner of those stocks and
in an exchange rule for the trading of will have no rights as a stockholder with
II. Self-Regulatory Organization’s options, Portfolio Depositary Receipts, respect to those stocks.
Statement of the Purpose of, and Investment Company Units, index- Additional issuances of a series of
Statutory Basis for, the Proposed Rule linked exchangeable notes, or index- index-linked exchangeable notes may be
Change linked securities that has been approved made subsequent to the initial issuance
In its filing with the Commission, the by the Commission pursuant to section of that series (and prior to the maturity
Exchange included statements 19(b)(2) of the Act, and the standards set of that series) for purposes of providing
concerning the purpose of, and basis for, forth in the Commission approval order market liquidity. Each series of index-
the proposed rule change and discussed are satisfied; or (2) is an index which linked exchangeable notes may or may
any comments it received on the meets the requirements of the exchange not provide for quarterly interest
proposed rule change. The text of these rules adopted pursuant to Rule 19b–4(e) coupons based on dividends or other
statements may be examined at the of the Act (each, an ‘‘Issuer Index’’). cash distributions paid on the
places specified in Item III below. The • Each issuer of an Underlying Stock Underlying Stocks during a prescribed
Exchange has prepared summaries, set shall be a reporting company under the period and an annual supplemental
Act that is listed on a national securities coupon based on the value of the
1 15 U.S.C. 78s(b)(1). exchange and is subject to last-sale Underlying Index during a prescribed
2 17 CFR 240.19b–4. reporting; and period. Index-linked exchangeable notes
3 In Amendment No. 1, the Exchange proposed
• An Issuer Index will meet the will generally be acquired, held, or
changes to ISE Rule 2101 that consolidate into a
single rule certain requirements for products traded procedures and criteria in ISE Rule transferred only in round-lot amounts
on the Exchange pursuant to unlisted trading 2002(d) 6 or the criteria set forth in (or round-lot multiples) of 100 notes.
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privileges (‘‘UTP’’) that have been established in Beginning on a specified date and up
various new products proposals previously to a specified date prior to the maturity
4 15 U.S.C. 78s(b)(2).
approved by the Commission. ISE will trade index-
linked exchangeable notes pursuant to UTP, so the 5 17 CFR 240.19b–4(e). date or any call date, the holder of
provisions of proposed ISE Rule 2101 would apply 6 ISE Rule 2002(d) sets forth the criteria for index-linked exchangeable notes may
to this type of product. trading options on a broad-based index. exchange some or all of its notes for

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11966 Federal Register / Vol. 73, No. 44 / Wednesday, March 5, 2008 / Notices

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


$750,000 in the last fiscal year or two 8 See proposed ISE Rule 2133(a)(1).
U.S. markets over the six months
of the last three fiscal years, the 9 See proposed Rule 2133(a)(3). preceding the selection of each non-U.S.
Exchange will require the issuer to have 10 See proposed Rule 2133(c). security for an index-linked
the following: (1) Total assets of at least 11 15 U.S.C. 78s(b)(2). exchangeable note listing is 100,000 or
$200 million and net worth of at least 12 See proposed ISE Rule 2133(g). more shares; and (c) the trading volume

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Federal Register / Vol. 73, No. 44 / Wednesday, March 5, 2008 / Notices 11967

is at least 60,000 shares per day in the order by the Commission exempting the section 6(b)(5),21 in that the proposed
U.S. markets on a majority of the trading product from certain prospectus rule change is designed to promote just
days for the six months preceding the delivery requirements under section and equitable principles of trade,
date of selection of each non-U.S. 24(d) of the Investment Company Act of remove impediments to and perfect the
security for an index-linked 1940 and the product is not otherwise mechanisms of a free and open market
exchangeable note listing; and subject to prospectus delivery and a national market system, and, in
• If any underlying security to which requirements under the Securities Act of general, to protect investors and the
the instrument is to be linked is the 1933. The Exchange will inform its public interest.
stock of a non-U.S. company which is Equity EAMs regarding the application
B. Self-Regulatory Organization’s
traded in the U.S. market as a sponsored of the provisions of this subparagraph to
Statement on Burden on Competition
ADS, ordinary share, or otherwise, then a new derivative securities product by
the minimum number of holders of such means of a Regulatory Information The proposed rule change does not
underlying linked security shall be Circular. impose any burden on competition that
2,000; and is not necessary or appropriate in
Additionally, the proposed rule
• The index concentration limits set change sets forth procedures for halting
furtherance of the purposes of the Act.
forth in ISE Rule 2002(d) are met.13 trading in certain circumstances. When C. Self-Regulatory Organization’s
e. Exchange Rules Applicable to Index- the Exchange is the listing market for Statement on Comments on the
Linked Exchangeable Notes index-linked exchangeable notes, if the Proposed Rule Change Received From
official index value applicable to that Members, Participants or Others
Index-linked exchangeable notes will
index-linked exchangeable note is The Exchange has not solicited, and
be subject to all Exchange rules
interrupted, the Exchange may halt does not intend to solicit, comments on
governing the trading of equity
trading during the day in which the this proposed rule change. The
securities.
In addition, pursuant to Rule 10A–3 interruption occurs; if the interruption Exchange has not received any
under the Act 14 and section 3 of the persists past the trading day in which it unsolicited written comments from
Sarbanes-Oxley Act of 2002,15 the occurred, the Exchange will halt trading members or other interested parties.
Exchange will prohibit the initial or no later than the beginning of the
trading day following the interruption.16 III. Solicitation of Comments
continued listing of any security of an
issuer that is not in compliance with the The Exchange also will immediately Interested persons are invited to
requirements set forth therein. halt trading in a new derivative submit written data, views, and
Pursuant to proposed ISE Rule 2101, securities product trading on the arguments concerning the foregoing,
new derivative securities products Exchange pursuant to UTP upon including whether the proposed rule
traded on the Exchange pursuant to notification by the listing market of a change is consistent with the Act.
UTP, including index-linked halt due to a temporary interruption in Comments may be submitted by any of
exchangeable notes, will be subject to a the calculation or wide dissemination of the following methods:
number of requirements previously the Intraday Indicative Value (‘‘IIV’’) or
the value of the underlying index.17 If Electronic Comments
made as representations. For example,
pursuant to proposed ISE Rule the interruption persists until the • Use the Commission’s Internet
2101(a)(2)(i), the Exchange will scheduled commencement of trading on comment form (http://www.sec.gov/
distribute a Regulatory Information the next business day, the Exchange will rules/sro.shtml); or
Circular prior to the commencement of not commence trading of the product on • Send an e-mail to rule-
trading in such new derivative that day.18 The Exchange may resume comments@sec.gov. Please include File
securities product that generally will trading in the product only if Number SR–ISE–2007–99 on the subject
include the same information as the calculation and wide dissemination of line.
information circular provided by the the IIV or the value of the underlying
Paper Comments
listing exchange, including: (1) The index resumes or trading in such series
resumes in the listing market.19 Further, • Send paper comments in triplicate
special risks of trading the new to Nancy M. Morris, Secretary,
derivative securities product; (2) the for new derivative securities products
trading on the Exchange on a UTP basis Securities and Exchange Commission,
Exchange’s rules that will apply to the 100 F Street, NE., Washington, DC
new derivative securities product, where a net asset value (‘‘NAV’’) is
disseminated, if the Exchange becomes 20549.
including the suitability rule; (3)
information about the dissemination of aware that the NAV is not being All submissions should refer to File
value of the underlying assets or disseminated to all market participants Number SR–ISE–2007–99. This file
indexes; and (4) the risk of trading at the same time, the Exchange will number should be included on the
during the Pre-Market Session due to immediately halt trading; the Exchange subject line if e-mail is used. To help the
the lack of calculation or dissemination may resume trading in the product only Commission process and review your
of information about the underlying when trading in the new derivative comments more efficiently, please use
assets and/or index value. securities product resumes on the listing only one method. The Commission will
Proposed ISE Rule 2101(a)(2)(ii) market.20 post all comments on the Commission’s
reminds Equity EAMs that they are Internet Web site (http://www.sec.gov/
2. Statutory Basis rules/sro.shtml). Copies of the
subject to the prospectus delivery
requirements under the Securities Act of The basis under the Act for this submission, all subsequent
1933, unless the new derivative proposed rule change is found in amendments, all written statements
securities product is the subject of an with respect to the proposed rule
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16 See proposed ISE Rule 2133(h). change that are filed with the
13 See ISE Rule 2002(d). 17 See proposed ISE Rule 2101(a)(2)(iii)(A). Commission, and all written
14 17 CFR 240.10A–3. 18 See id. communications relating to the
15 Section 3 of Pub. L. 107–204, 116 Stat. 745 19 See id.

(2002). 20 See proposed ISE Rule 2101(a)(2)(iii)(B). 21 15 U.S.C. 78f(b)(5).

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11968 Federal Register / Vol. 73, No. 44 / Wednesday, March 5, 2008 / Notices

proposed rule change between the would include the new derivative comprehensive surveillance sharing
Commission and any person, other than securities product, and the SRO has a agreement (‘‘CSSA’’) with markets
those that may be withheld from the surveillance program for the product trading components of the index or
public in accordance with the class. The Exchange’s proposed rules portfolio on which the new derivative
provisions of 5 U.S.C. 552, will be fulfill these requirements. Use of Rule securities product is based to the same
available for inspection and copying in 19b–4(e) by ISE to list or trade equity extent as the listing exchange’s rules
the Commission’s Public Reference securities such as index-linked require the listing market to enter into
Room, 100 F Street, NE., Washington, exchangeable notes should promote a CSSA with such markets. This
DC 20549, on official business days competition, reduce burdens on issuers approval is based on that
between the hours of 10 a.m. and 3 p.m. and other market participants, and make recommendation.
Copies of such filing also will be offerings available to investors more
available for inspection and copying at quickly. Acceleration
the principal office of ISE. All The Commission has approved The Commission finds good cause for
comments received will be posted generic listing standards for index- approving the proposed rule change, as
without change; the Commission does linked exchangeable notes on other amended, prior to the 30th day after the
not edit personal identifying national securities exchanges similar to date of publication of the notice of filing
information from submissions. You those being proposed by ISE.26 ISE’s thereof in the Federal Register. ISE’s
should submit only information that proposal does not appear to raise any proposal is similar to other proposals
you wish to make available publicly. All novel regulatory issues, and the that have been approved by the
submissions should refer to File Commission is approving it on the same Commission.28 The Commission
Number SR–ISE–2007–99 and should be basis as those earlier proposals. believes that ISE’s proposal does not
submitted on or before March 26, 2008. Additionally, the Commission raise any novel issues, and accelerated
believes that the proposed rules are approval of the proposal will expedite
IV. Commission’s Findings and Order reasonably designed to promote fair
Granting Accelerated Approval of the the listing and trading of additional
disclosure of information that may be products by the Exchange, subject to
Proposed Rule Change necessary to price index-linked consistent and reasonable standards.
After careful review, the Commission exchangeable notes appropriately. If a Therefore, the Commission finds good
finds that the proposed rule change, as broker-dealer or fund advisor is cause, consistent with section 19(b)(2)
amended, is consistent with the responsible for maintaining (or has a of the Act,29 to approve the proposed
requirements of the Act and the rules role in maintaining) the underlying rule change, as modified by Amendment
and regulations thereunder applicable to index, such broker-dealer or fund No. 1, on an accelerated basis.
a national securities exchange.22 In advisor would be required to erect and
particular, the Commission finds that maintain a ‘‘firewall’’ to prevent the V. Conclusion
the proposal is consistent with section flow of non-public information It is therefore ordered, pursuant to
6(b)(5) of the Act 23 in that it is designed regarding the underlying index from the section 19(b)(2) of the Act,30 that the
to prevent fraudulent and manipulative personnel involved in the development proposed rule change (SR–ISE–2007–
acts and practices, to promote just and and maintenance of such index to others 99), as modified by Amendment No. 1
equitable principles of trade, to foster such as sales and trading personnel.27 thereto, is hereby approved on an
cooperation and coordination with The Commission also believes that the accelerated basis.
persons engaged in facilitating Exchange’s proposed trading halt rules,
transactions in securities, to remove discussed above, are reasonably For the Commission, by the Division of
Trading and Markets, pursuant to delegated
impediments to and perfect the designed to prevent trading when authority.31
mechanism of a free and open market transparency is impaired.
Further, the Commission believes that Florence E. Harmon,
and a national market system, and, in
general, to protect investors and the the trading rules and procedures to Deputy Secretary.
public interest. which products will be subject pursuant [FR Doc. E8–4172 Filed 3–4–08; 8:45 am]
Currently, the Exchange would have to this proposal are consistent with the BILLING CODE 8011–01–P
to file a proposed rule change with the Act. Products traded pursuant to the
Commission pursuant to section 19(b)(1) proposed rule change would be subject
of the Act 24 and Rule 19b–4 to ISE’s previously approved rules SECURITIES AND EXCHANGE
thereunder 25 to list or trade any index- governing the trading of Equity COMMISSION
linked exchangeable notes. Rule 19b– Securities.
4(e), however, provides that the listing The Exchange represents that its [Release No. 34–57394; File No. SR–ISE–
and trading of a new derivative surveillance procedures are adequate to 2008–18]
securities product by a self-regulatory properly monitor the trading of new
Self-Regulatory Organizations;
organization (‘‘SRO’’) will not be derivative securities products, including
International Securities Exchange,
deemed a proposed rule change index-linked exchangeable notes. The
LLC; Notice of Filing and Immediate
pursuant to Rule 19b–4(c)(1) if the proposed rule change also requires that
Effectiveness of Proposed Rule
Commission has approved, pursuant to the Exchange enter into a
Change Relating to Accommodation
section 19(b) of the Act, the SRO’s
Liquidations
trading rules, procedures, and listing 26 See Securities Exchange Act Release No. 49532

standards for the product class that (April 7, 2004), 69 FR 19593 (April 13, 2004) (SR–
PCX–2004–01); Securities Exchange Act Release
February 28, 2008.
No. 46370 (August 16, 2002), 67 FR 54509 (August Pursuant to Section 19(b)(1) of the
22 In approving this rule change, the Commission
22, 2002) (SR–CBOE–2002–29); Securities Exchange Securities Exchange Act of 1934
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notes that it has considered the proposed rule’s Act Release No. 45082 (November 19, 2001), 66 FR
impact on efficiency, competition, and capital 59282 (November 27, 2001) (SR–Phlx–2001–92);
formation. See 15 U.S.C. 78c(f). Securities Exchange Act Release No. 44621 (July 30,
28 See supra at note 26.
23 15 U.S.C. 78f(b)(5). 29 15 U.S.C. 78s(b)(2).
2001), 66 FR 41064 (August 6, 2001) (SR–Amex–
24 15 U.S.C. 78s(b)(1). 2001–29). 30 15 U.S.C. 78s(b)(2).
25 17 CFR 240.19b–4. 27 See proposed ISE Rule 2133(h). 31 17 CFR 200.30–3(a)(12).

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