E7-25376. Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Establish a New Non-Regulatory Trading Halt Condition Under Rule 123D Designated as “Investment Company ...

December 21, 2007.

Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),^[1] and Rule 19b-4 thereunder,^[2] notice is hereby given that on December 19, 2007, the New York Stock Exchange, LLC (“NYSE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule changes as described in Items I and II below, which items have been substantially prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule changes from interested persons.

I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

The Exchange proposes to amend Exchange Rule 123D to establish a new non-regulatory trading halt condition designated as “Investment Company Units or Index-Linked Securities.” This condition may be used with respect to Investment Company Units (commonly known as exchange-traded funds (“ETFs”)) and index-linked securities on or after January 1, 2008, to facilitate the closing of the trading room in which such securities are traded and the transfer of the listing of all such securities to NYSE Arca, Inc. (“NYSE Arca”). Any orders received by NYSE in a security subject to an “Investment Company Units or Index-Linked Securities” condition will be routed to NYSE Arca where they will be traded in accordance with the rules governing that market. The text of the proposed rule change is available on the NYSE's Web site at http://www.nyse.com,, at the Office of the Secretary of the Exchange, 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 self-regulatory organization 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 IV below. The NYSE 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

As part of its strategic business planning, NYSE Euronext is seeking to move the listing and trading of all index-linked securities and ETFs from the Exchange to NYSE Arca by December 31, 2007. The Exchange has requested issuers of ETFs and index-linked securities to voluntarily delist those securities from NYSE and list them on NYSE Arca. The Exchange intends to close down the trading room in which ETFs and index-linked securities are traded on the Exchange floor on December 31, 2007. Upon closing of this trading room, there will no longer be any trading posts on the Exchange floor equipped with the appropriate technology to enable specialists to make an effective market in ETFs or index-linked securities. As a consequence, the Exchange is concerned that, while all of the issuers of ETFs and index-linked securities have agreed to such transfer, the transfer of a small number of ETFs and index-linked securities may not have been completed by December 31, 2007.

To avoid the excessive cost involved in keeping the trading room open for a very small number of securities, the Exchange proposes to amend Rule 123D to establish a new non-regulatory trading halt condition designated as “Investment Company Units or Index-Linked Securities.” This condition may be used with respect to ETFs or index-linked securities on or after January 1, 2008, to facilitate the closing of the trading room in which such securities are traded and the transfer of the listing of all such securities to NYSE Arca. On or after January 1, 2008, any ETFs or index-linked securities that remain listed on NYSE will be subject to a trading halt pursuant to the Rule 123D “Investment Company Units or Index-Linked Securities” condition. Any orders received by NYSE in a security subject to this condition will be routed to NYSE Arca where the securities will be traded in accordance with the rules governing that market.

2. Statutory Basis

The proposed rule change is consistent with Section 6(b) of the Act ^[3] in general, and furthers the objectives of Section 6(b)(5) of the Act ^[4] in particular in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, and to remove impediments to and perfect the mechanisms of a free and open market and a national market system.

B. Self-Regulatory Organization's Statement on Burden on Competition

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

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

Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action

The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act ^[5] and Rule 19b-4(f)(6) ^[6] thereunder because the proposal does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) by its terms, become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest.

A proposed rule change filed under Rule 19b-4(f)(6) normally may not become operative prior to 30 days after the date of filing. However, Rule 19b-4(f)(6)(iii) ^[7] permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has requested that the Commission waive the 30-day operative delay period. The Commission believes that waiver of the 30-day operative delay period is consistent with the protection of investors and the public interest. Specifically, in light of NYSE's plan to close the trading room on December 31, 2007, the proposed non-regulatory trading halt condition will ensure that those securities that have not transferred to NYSE Arca will continue to have an effective market.^[8] The Commission notes that these securities would continue to trade on a national securities exchange.

At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate such proposed rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act.^[9]

IV. 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 [e-mail]. Please include File Number SR-NYSE-2007-117 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-NYSE-2007-117. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/​rules/​sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room, 100 F Street, NE., Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of such filing also will be available for inspection and copying at the principal 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-NYSE-2007-117 and should be submitted on or before January 22, 2008.

For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.^[10]

Nancy M. Morris,

Secretary.

Footnotes

1.  15 U.S.C. 78s(b)(1).

2.  17 CFR 240.19b-4.

3.  15 U.S.C. 78f(b).

4.  15 U.S.C. 78f(b)(5).

5.  15 U.S.C. 78s(b)(3)(A).

6.  17 CFR 240.19b-4(f)(6).

7.  17 CFR 240.19b-4(f)(6)(iii).

8.  For purposes only of waiving the operative delay for this proposal, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f).

9.  15 U.S.C. 78s(b)(3)(C).

10.  17 CFR 200.30-3(a)(12).