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BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-53735; File No. SR-Amex-2006-20] Self-Regulatory Organizations; American Stock Exchange LLC; Notice of Filing of Proposed Rule Change and Amendment Nos. 1 and 2 Thereto To Amend the Annual Fee for Certain Listed Bonds and Debentures April 27, 2006. 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 March 22, 2006, 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, II, and III below, which Items have been prepared by the Exchange.

On April 5, 2006, the Exchange filed Amendment No. 1 to the proposed rule change. 3 On April 24, 2006, the Exchange filed Amendment No. 2 to the proposed rule change. 4 The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 In Amendment No. 1, the Exchange explained that its listed bonds and debentures are primarily structured products. Amendment No. 1 replaced and superseded the original filing in its entirety. 4 In Amendment No. 2, the Exchange clarified that the proposed increase in the annual fee for bond issues would take effect in January 2007.

Amendment No. 2 replaced and superseded Amendment No. 1 to the original filing in its entirety. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend Section 141 of the Amex Company Guide to increase the annual fee for listed bonds and debentures of companies whose equity securities are not listed on the Exchange (“Bonds and Debentures”) 5 from $3,500 to $5,000. 5 The Exchange notes that the fees to which this proposal relates are applicable primarily to structured products listed on the Exchange as well as straight corporate debt.

The text of the proposed rule change, as amended, is available on the Exchange's Internet Web site ( *http://www.amex.com* ), at the Exchange's principal office, 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 IV 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 Amex proposes to increase the annual fee for listed Bonds and Debentures from $3,500 to $5,000. Currently, Section 141 of the Amex Company Guide provides that an annual fee of $3,500 is payable in January of each year for Bonds and Debentures.

The Exchange notes that its Bonds and Debentures are primarily structured products ( *e.g.,* notes with returns tied to the performance of an underlying index, basket of commodities, *etc.* ). The increased annual fees will be applicable to Bonds and Debentures currently listed as well as new listings. The increased fees will be assessed commencing January 2007. Beginning January 2007, the increased fees will be payable by all issuers of Bonds and Debentures. The Exchange asserts that the proposed fee increase will allow Amex to better recoup its costs in connection with the delivery of services relating to the trading of Bonds and Debentures.

The Exchange believes that the proposed increase in annual fees will provide approximately $250,000 of additional revenue to Amex for the 2007 calendar year. The Exchange notes that the analogous New York Stock Exchange LLC (“NYSE”) and NYSE Arca, L.L.C. (“NYSE Arca Marketplace”) fees applicable to structured products and The Nasdaq Stock Market, Inc. fees applicable to other securities are $5,000, $5,000 and $15,000, respectively. 6 Accordingly, Amex believes that the proposed fee increase will have a minimal impact on volume but will provide additional revenue needed for the Exchange to effectively compete. 6 *See* NYSE Listed Company Manual Section 902.05 (Fees for Listing Structured Products);

NYSE Arca Marketplace Annual Listing Maintenance Fee for Structured Products; NASD Rule 4530(b) (Other Securities, Annual Fee). The Exchange notes that in recent years it has revised a number of fees to better align its fees with the actual cost of delivering services. 7 Amex believes that the increased fees will help to allocate to those market participants trading in Bonds and Debentures a fair share of the related costs of offering such products. 7 *See* Securities Exchange Act Release No. 45360 (January 29, 2002), 67 FR 5626 (February 6, 2002);

Securities Exchange Act Release No. 44286 (May 9, 2001), 66 FR 27187 (May 16, 2001). 2. Statutory Basis The Exchange believes that the proposal is equitable as required by Section 6(b)(4) of the Act. 8 The Exchange notes that charging an increased annual fee commencing January 2007 to issuers of Bonds and Debentures is reasonable given the competitive pressures in the industry. Accordingly, the Exchange seeks through this proposal to better align its transaction charges with the cost of providing products. 8 15 U.S.C. 78f(b)(4).

Section 6(b)(4) of the Act states that the rules of a national securities exchange must provide for “the equitable allocation of reasonable dues, fees, and other charges among its members and issuers and other persons using its facilities.” B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange believes that the proposed rule change will 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 No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the date of publication of this notice in the **Federal Register** or within such longer period

(i)as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or

(ii)as to which the Exchange consents, the Commission will:

(A)By order approve such proposed rule change, as amended, or

(B)Institute proceedings to determine whether the proposed rule change, as amended, should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change, as amended, 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-2006-20 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-Amex-2006-20. 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. Copies of the 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-2006-20 and should be submitted on or before May 26, 2006. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 9 9 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E6-6777 Filed 5-4-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-53747; File No. SR-MSRB-2005-11] Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing of Amendment No. 2 to Proposed Rule Change Relating to Definition of Solicitation Under MSRB Rules G-37 and G-38 May 1, 2006. 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 March 17, 2006, the Municipal Securities Rulemaking Board (“MSRB” or “Board”) filed with the Securities and Exchange Commission (“SEC” or “Commission”) Amendment No. 2 to the proposed rule change as described in Items I, II, and III below, which Items have been substantially prepared by the MSRB. The proposed rule change, incorporating Amendment No. 1 (the “original proposed rule change”), was published for comment in the **Federal Register** on December 20, 2005. 3 The Commission received one comment letter regarding the proposal. 4 The Commission is publishing this notice to solicit comments on the proposed rule change, as amended by Amendment No. 2, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 *See* Securities Exchange Act Release No. 52948 (December 13, 2005), 70 FR 75514. 4 *See* letter to Jonathan G. Katz, Secretary, Commission, from Leslie M. Norwood, Vice President and Assistant General Counsel, The Bond Market Association, dated January 10, 2006. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change In response to comments on the original proposal, the MSRB is proposing Amendment No. 2 to the original proposed rule change. The original proposed rule change consists of an interpretive notice relating to the definition of solicitation for purposes of Rule G-37, on political contributions and prohibitions of municipal securities business, and Rule G-38, on solicitation of municipal securities business. The original proposed rule change, as amended by Amendment No. 2, is hereinafter referred to as the “Solicitation Guidance.” The text of Amendment No. 2 is available on the MSRB's Web site ( *http://www.msrb.org* ), at the MSRB's principal office, and at the Commission's Public Reference Room. The discussion section of this notice focuses on the changes made in Amendment No. 2. For an explanation of the original proposed rule change, see the release cited in footnote 3. 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 MSRB 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 MSRB 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 MSRB previously filed the original proposed rule change to provide guidance on the definition of “solicitation” as used in Rules G-37 and G-38. Among other things, the original proposed rule change incorporated, by means of footnote 2 thereof and the text accompanying such footnote, guidance on the meaning of solicitation under Rule G-37 previously provided in certain Question and Answer interpretations (the “Rule G-37 solicitation Qs&As”). In response to comments received by the Commission from a commentator on the original proposed rule change, 5 the MSRB has determined to file Amendment No. 2 and simultaneously withdraw the Rule G-37 solicitation Qs&As. The MSRB has also determined to withdraw simultaneously obsolete guidance previously provided in Question and Answer interpretations under former Rule G-38 relating to consultants (the “former Rule G-38 Qs&As”) since, as a result of the adoption of current Rule G-38 in 2005, the consultant provisions to which the former Rule G-38 Qs&As relate have been superseded and are no longer in effect. 6 5 *See supra* note 4. 6 *See* File No. SR-MSRB-2006-1 relating to the withdrawal of the Rule G-37 solicitation Qs&As and the former Rule G-38 Qs&As (the “companion proposed rule change”). The commentator on the original proposed rule change stated that, in certain respects, the guidance on solicitation and related matters provided in the original proposed rule change may not be wholly consistent with guidance previously provided by the MSRB and that such prior guidance should be withdrawn. The commentator noted in particular an apparent inconsistency between the original proposed rule change and a former Rule G-38 Q&A published on March 4, 1999 relating to circumstances where joint ventures between dealers might give rise to one of the dealers being considered a consultant under former Rule G-38. The MSRB agrees that it would be appropriate to consolidate its guidance on the definition of solicitation for purposes of Rules G-37 and G-38 in the Solicitation Guidance and therefore is filing Amendment No. 2. Amendment No. 2 deletes the footnote in the original proposed rule change referencing the Rule G-37 Solicitation Qs&As (which are being withdrawn in the companion proposed rule change) and instead inserts the substantive language of such Qs&As into the text of the Solicitation Guidance. Amendment No. 2 and the withdrawal of the Rule G-37 solicitation Qs&As and former Rule G-38 Qs&As do not effect a substantive change in the MSRB's guidance on the definition of solicitation as set forth in the original proposed rule change. With respect to the commentator's discussion of former Rule G-38 Q&A of March 4, 1999, the range of professionals covered by the final paragraph of the Solicitation Guidance relating to communications by non-affiliated professionals is broader than the range of professionals previously designated within an exception to the definition of consultant under former Rule G-38. 7 Such professionals would not be subject to current Rule G-38 under the Solicitation Guidance only so long as they are not being paid directly or indirectly by the dealer for communicating with an issuer for the purpose of obtaining or retaining municipal securities business for the dealer ( *i.e.* , the professionals are paid solely for the provision of professional services with respect to the business). Professional services provided by a non-affiliated person in connection with municipal securities business for which payments may be made under the final paragraph of the Solicitation Guidance must in fact constitute *bona fide* services and not be illusory in nature. Finally, the MSRB notes that the application of the Solicitation Guidance is dependent upon the specific facts and circumstances and the MSRB has no opinion on how the Solicitation Guidance would be applied in any particular scenario. 7 Former Rule G-38 identified only those persons providing legal, accounting or engineering advice as qualifying for the exception under appropriate conditions, whereas the Solicitation Guidance identifies those non-affiliated persons providing legal, accounting, engineering or other professional services as not being subject to current Rule G-38 under appropriate conditions. 2. Statutory Basis The MSRB believes that the proposed rule change, as amended by Amendment No. 2, is consistent with Section 15B(b)(2)(C) of the Act, 8 which provides that the MSRB's rules shall: 8 15 U.S.C. 78o-4(b)(2)(C). be 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 municipal securities, to remove impediments to and perfect the mechanism of a free and open market in municipal securities, and, in general, to protect investors and the public interest. The MSRB believes that the original proposed rule change, as amended by Amendment No. 2, is consistent with the Act because it will further investor protection and the public interest by ensuring that dealers understand their obligations under MSRB rules designed to maintain standards of fair practice and professionalism, thereby helping to maintain public trust and confidence in the integrity of the municipal securities market. B. Self-Regulatory Organization's Statement on Burden on Competition The MSRB does not believe that the original proposed rule change, as amended by Amendment No. 2, will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act since it would apply equally to all dealers. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments on Amendment No. 2 were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the date of publication of this notice in the **Federal Register** or within such longer period

(i)as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or

(ii)as to which the self-regulatory organization consents, the Commission will: A. By order approve such proposed rule change, or B. Institute proceedings to determine whether the proposed rule change should be disapproved. The MSRB has requested accelerated approval of the proposed rule change. The Commission is not granting accelerated approval at this time in order to allow interested persons to comment on this proposal and on the companion proposed rule change relating to the withdrawal of obsolete Question-and-Answer Interpretive Guidance under former Rule G-38, on consultants, and certain Question-and-Answer Interpretive Guidance relating to the definition of “solicitation” under Rule G-37, on political contributions and prohibition on municipal securities business. 9 The MSRB also requested that the Commission approve Amendment No. 2 and the original proposed rule change simultaneously with the companion proposed rule change. The Commission expects to consider these proposals simultaneously after the close of their respective comment periods. 9 *See* File No. SR-MSRB-2006-01. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change, as amended, 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-MSRB-2005-11 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-MSRB-2005-11. 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. Copies of such filing also will be available for inspection and copying at the MSRB's offices. 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-MSRB-2005-11 and should be submitted on or before May 26, 2006. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 10 10 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E6-6804 Filed 5-4-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-53746; File No. SR-MSRB-2006-01] Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing of Proposed Rule Change and Amendment No. 1 Relating to Withdrawal of Obsolete Question-and-Answer Interpretive Guidance Under Former Rule G-38, on Consultants, and Certain Question-and-Answer Interpretive Guidance Relating to the Definition of “Solicitation” Under Rule G-37, on Political Contributions and Prohibitions on Municipal Securities Business May 1, 2006. 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 March 28, 2006, the Municipal Securities Rulemaking Board (“MSRB” or “Board”) filed with the Securities and Exchange Commission (“SEC” or “Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the MSRB. On April 20, 2006, the MSRB filed Amendment No. 1 to the proposed rule change. 3 The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 Amendment No. 1 deletes one additional Q&A providing interpretive guidance under Rule G-37 and former Rule G-38. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The MSRB is filing with the Commission a proposed rule change to delete obsolete Question-and-Answer (“Q&A”) interpretive guidance under former Rule G-38, on consultants, and certain Q&A interpretive guidance relating to the definition of “solicitation” under Rule G-37, on political contributions and prohibitions on municipal securities business. The text of the proposed rule change, as amended, is available on the MSRB's Web site ( *http://www.msrb.org* ), at the MSRB's principal office, 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 MSRB 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 MSRB 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 On August 29, 2005, new Rule G-38, on solicitation of municipal securities business, became effective, superseding former Rule G-38 on consultants. 4 The MSRB had previously published a number of Q&A interpretations on the former rule, none of which continue to apply to new Rule G-38 since the consultant provisions to which they relate are no longer in effect. Accordingly, the MSRB is deleting all obsolete Rule G-38 Qs&As. In addition, the MSRB is deleting three Qs&As and partially deleting a fourth Q&A under Rule G-37 relating to the definition of solicitation of municipal securities business (the “Rule G-37 solicitation Qs&As”). 5 4 SEC Release No. 34-52278 (August 17, 2005); 70 FR 49342 (August 23, 2005). 5 The three deleted Rule G-37 solicitation Qs&As are published as Qs&As IV.10, IV.11 and IV.13 in *MSRB Rule Book* (January 1, 2006). In addition, the last sentence of Q&A IV.18, published in *MSRB Rule Book* (January 1, 2006), is deleted. In December 2005, the Commission published for comment the MSRB's proposed interpretive notice on the definition of “solicitation” under Rules G-37 and G-38 (the “Solicitation Notice”). 6 Among other things, the Solicitation Notice incorporated, by means of footnote 2 thereof and the text accompanying such footnote, guidance on the meaning of solicitation under Rule G-37 previously provided in the Rule G-37 solicitation Qs&As. The Commission received one comment letter in response to the Solicitation Notice. 7 The commentator supported the Solicitation Notice but suggested that the MSRB withdraw all of its prior published Q&A guidance regarding the definition of solicitation of municipal securities business in order to avoid potential conflicts between such prior Q&A guidance and the Solicitation Notice. 8 6 SEC Release No. 34-52948 (December 13, 2005); 70 FR 75514 (December 20, 2005). 7 *See* Letter from Leslie M. Norwood, Vice President and Assistant General Counsel, The Bond Market Association, to Jonathan G. Katz, Commission Secretary, dated January 10, 2006. 8 The commentator stated that, in certain respects, the guidance on solicitation and related matters provided in the Solicitation Notice may not be wholly consistent with guidance previously provided by the MSRB and that such prior guidance should be withdrawn. The MSRB addresses this and other statements and concerns in the companion filing to this filing. *See* Amendment No. 2 (March 17, 2006) to File No. SR-MSRB-2005-11 (June 8, 2005). The MSRB believes that it would be appropriate to consolidate its guidance on the definition of solicitation for purposes of Rules G-37 and G-38 by amending its Solicitation Notice and simultaneously deleting

(1)the Rule G-37 solicitation Qs&As, and

(2)all obsolete Rule G-38 Q&A guidance relating to consultants. Thus, in addition to the Q&A deletions which are the subject of this filing, the MSRB has submitted to the Commission a companion filing consisting of an amendment to the Solicitation Notice that would delete footnote 2 in the Solicitation Notice, which contains references to the Rule G-37 solicitation Qs&As, and would instead insert the substantive language of those Qs&As into the text of the Solicitation Notice. 9 Thus, the language of the Rule G-37 solicitation Qs&As which had previously been incorporated by reference would now be explicitly included within the Solicitation Notice. The amendment to the Solicitation Notice and the withdrawal of the Rule G-37 solicitation Qs&As and obsolete Rule G-38 Qs&As do not effect a substantive change in the MSRB's guidance on the definition of solicitation as set forth in the Solicitation Notice. 9 *See* Amendment No. 2 (March 17, 2006) to File No. SR-MSRB-2005-11 (June 8, 2005). 2. Statutory Basis The MSRB believes that the proposed rule change, as amended, is consistent with Section 15B(b)(2)(C) of the Act, 10 which provides that the MSRB's rules shall: be 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 municipal securities, to remove impediments to and perfect the mechanism of a free and open market in municipal securities, and, in general, to protect investors and the public interest. 10 15 U.S.C. 78o-4(b)(2)(C). The MSRB believes that the proposed rule change is consistent with these provisions in that it will further investor protection and the public interest by ensuring that dealers understand their obligations under MSRB rules designed to maintain standards of fair practice and professionalism, thereby helping to maintain public trust and confidence in the integrity of the municipal securities market. B. Self-Regulatory Organization's Statement on Burden on Competition The MSRB does not believe that the proposed rule change, as amended, will result in 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 Within 35 days of the date of publication of this notice in the **Federal Register** or within such longer period

(i)as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or

(ii)as to which the self-regulatory organization consents, the Commission will: A. By order approve such proposed rule change, or B. Institute proceedings to determine whether the proposed rule change should be disapproved. The MSRB has requested accelerated approval of the proposed rule change. The Commission is not granting accelerated approval at this time in order to allow interested persons to comment on this proposal and on Amendment 2 to a companion proposed rule change relating to the definition of solicitation under MSRB Rules G-37 and G-38. 11 The MSRB also requested that the Commission approve the proposal simultaneously with the companion proposed rule change. The Commission expects to consider these proposals simultaneously after the close of their respective comment periods. 11 *See* File No. SR-MSRB-2005-11 (the “companion proposed rule change”). IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change, as amended, 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-MSRB-2006-01 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, Station Place, 100 F Street., NE, Washington, DC 20549-1090. All submissions should refer to File Number SR-MSRB-2006-01. 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. Copies of such filing also will be available for inspection and copying at the MSRB's offices. 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-MSRB-2006-01 and should be submitted on or before May 26, 2006. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 12 12 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E6-6807 Filed 5-4-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-53745; File No. SR-NASD-2005-140] Self-Regulatory Organizations; National Association of Securities Dealers, Inc.; Notice of Filing of Proposed Rule Change Regarding the Nasdaq Crossing Network May 1, 2006. 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 2, 2005, the National Association of Securities Dealers, Inc. (“NASD”), through its subsidiary, The Nasdaq Stock Market, Inc. (“Nasdaq”), filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by Nasdaq. On February 28, 2006, Nasdaq filed Amendment No. 1 to the proposed rule change. 3 On April 24, 2006, Nasdaq filed Amendment No. 2 to the proposed rule change. 4 The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 Amendment No. 1 replaced and superseded the original filing in its entirety. 4 In Amendment No. 2, Nasdaq made certain representations related to the applicability of Rule 11a2-2(T) under the Act and the “Manning Rule” to the proposed rule change. In addition, Nasdaq indicated its plan to request exemptive relief from Rule 10a-1 under the Exchange Act and NASD Rule 3350 (“Short Sale Rule”), as well as from Rule 602 of Regulation NMS (“Quote Rule”). Nasdaq also made clarifying edits to the proposed rule change. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change Nasdaq proposes to establish the Nasdaq Crossing Network for Nasdaq listed and certain exchange listed securities. The text of the proposed rule change is below. Proposed new language is in italics. 5 5 5 Changes are marked to the rule text that appears in the electronic NASD Manual found at *http://www.nasd.com.* Prior to the date when The Nasdaq Stock Market LLC (“Nasdaq LLC”) commences operations, Nasdaq LLC will file a conforming change to the rules of Nasdaq LLC approved in Securities Exchange Act Release No. 53128 (January 13, 2006). 4716. Nasdaq Crossing Network *(a) Definitions. For the purposes of this rule the term:* *(1) “Nasdaq Reference Price Cross” shall mean the process for executing orders at a predetermined reference price at a randomly selected point in time during a one minute trading window beginning at 11:00 a.m., 1:00 p.m. and 3:00 p.m. during the regular hours session and at 4:30 p.m. during the after hours session.* *(2) “Nasdaq Reference Price Cross eligible securities” shall mean Nasdaq-listed securities and securities listed on the New York Stock Exchange, the American Stock Exchange or a regional exchange.* *(3)(A) “Reference Price Cross Order” or “RPC” shall mean a market or limit order to buy or sell in Nasdaq Reference Price eligible securities that may be executed only during a Nasdaq Reference Price Cross. RPC orders shall not be displayed and must be designated with a time-in-force value to participate either:* *(i) In the next scheduled regular hours cross with unexecuted shares being immediately canceled back to the market participant after that cross (NXT);* *(ii) In all remaining crosses during the trading day with unexecuted shares being immediately canceled back to the market participant after the final regular hours cross (REG); or* *(iii) In all remaining crosses in the current day with unexecuted shares immediately canceled back to the market participant after the after hours cross (ALX).* *(B) Starting at 7:30 a.m. Eastern Time until the time of the last after hours session Reference Price Cross, participants may enter, cancel or correct RPC orders, but such orders shall not be available for execution until the next eligible Reference Price Cross. RPC orders must be entered in round lots with a minimum size of one round lot and may designate a minimum acceptable execution quantity. All RPC orders must be available for automatic execution.*

(b)Processing of Nasdaq Reference Price Cross *(1) Each Nasdaq Reference Price Cross shall occur during the regular hours session or the after hours session window commencing at such times as may be designated by Nasdaq upon prior notice to market participants.* *(2) Nasdaq Reference Price Crosses that occur during the regular hours session shall be executed at the midpoint of the national best bid and offer, trade reported without identifying the contra party, and disseminated via the consolidated tape.* *(3) Nasdaq Reference Price Crosses that occur during the after hours session shall execute at the Nasdaq Official Closing Price for Nasdaq-listed securities or at the official closing price of the primary market for securities listed on the New York Stock Exchange, the American Stock Exchange or a regional exchange, shall be trade reported without identifying the contra party, and disseminated via the consolidated tape.* *(4) RPC orders will be allocated on a pro-rata basis, such that shares will be allocated pro-rata in round lots to eligible orders based on the original size of the order. If additional shares remain after the initial pro-rata allocation, those shares will continue to be allocated pro-rata to eligible orders until a number of round lots remain that is less than the number of eligible orders. Any remaining shares will be allocated to the oldest eligible order. If the allocation to an eligible order would be less than the minimum acceptable execution quantity for that order, the order shall not be eligible for execution in that cross.* *(5) If the reference price described in subparagraph

(3)above is outside the benchmarks established by Nasdaq by a threshold amount at the time an after hours cross is scheduled to occur, the Nasdaq Reference Price Cross shall not occur for that security. Nasdaq management shall set and modify such benchmarks and thresholds from time to time upon prior notice to market participants.* *(6) If the national best bid and offer is crossed at the time of a Reference Price Cross during the regular hours session, the cross shall be delayed for up to five minutes beyond the time the Reference Price Cross was scheduled to occur and shall execute at the midpoint of the national best bid and offer when the quote becomes uncrossed. In the event the quote remains crossed beyond five minutes after the time of the scheduled Reference Price Cross, the cross will not occur and unexecuted NXT orders shall be returned to market participants.* *(7) If the national best bid and offer is locked at the time of a Reference Price Cross during the regular hours session, the cross shall execute at the lock price.* *(8) If trading in a security is halted for regulatory or other reasons at the time a cross is scheduled to occur, the cross will not occur and all unexecuted NXT orders shall be returned to market participants.* II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, Nasdaq 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. Nasdaq 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 Nasdaq proposes to extend the success of Nasdaq's Opening and Closing Cross matching functionality, 6 which has been widely accepted in the industry, with the introduction of the Nasdaq Crossing Network. The Nasdaq Crossing Network would provide a new execution option to market participants trading in Nasdaq-listed securities and securities listed on the New York Stock Exchange (“NYSE”), the American Stock Exchange (“Amex”) or a regional exchange. During the regular hours session, a series of Nasdaq Reference Price Crosses would allow market participants to place orders to be executed at the midpoint of the National Best Bid and Offer (“NBBO”). An additional cross would take place after the close of the trading day and eligible orders would be executed at the Nasdaq Official Closing Price (“NOCP”) for Nasdaq-listed securities or the official closing price of the primary market for securities listed on the NYSE, Amex or a regional exchange (“Primary Market Close”). Initially, the Nasdaq Reference Price Crosses would commence at 11 a.m., 1 p.m., 3 p.m. and 4:30 p.m. (Eastern Time or “ET”). Orders would be designated for one or more Nasdaq Reference Price Crosses with a time-in-force indicator. 6 *See* Securities Exchange Act Release Nos. 50405 (September 16, 2004), 69 FR 57118 (September 23, 2004) (SR-NASD-2004-071) and 49406 (March 11, 2004), 69 FR 12879 (March 18, 2004) (SR-NASD-2003-173), respectively. While the Opening and Closing Crosses act as price discovery facilities, the purpose of the Nasdaq Crossing Network would be to provide market participants and investors with an accurate single trading price at specific times during the trading day, resulting in an enhanced ability to execute block trades quickly and anonymously, while minimizing market impact and associated price movements. 7 The Reference Price Crosses are designed to occur at an externally derived price and in accordance with a predetermined algorithm. Participation in the Reference Price Crosses would be voluntary and would not result in any advantage to market participants over those market participants that do not choose to participate. 7 In connection with Nasdaq's application for registration as a national securities exchange, Nasdaq submitted a letter to Commission Staff (“Rule 11a2-2(T) Letter”) requesting interpretive guidance with respect to the application of Exchange Act Rule 11a2-2(T) (known as the “effect and execute” rule) to transactions effected through the Nasdaq Market Center, Brut or Inet (collectively “Nasdaq Execution Systems”). *See* Letter to Nancy M. Morris, Secretary, Commission, and Elizabeth King, Associate Director, Division of Market Regulation, Commission, from Edward S. Knight, Executive Vice President and General Counsel, Nasdaq, dated January 12, 2006. The “effect and execute” rule provides exchange members with an exemption from the Section 11(a) prohibition against a member of a national securities exchange effecting transactions on that exchange for its own account, the account of an associated person, or an account over which it or its associated person exercises discretion unless an exception applies. In reliance on Nasdaq's representations in its letter, the Commission concluded in its order approving Nasdaq's exchange registration application that Nasdaq Exchange members that enter orders into Nasdaq Execution Systems satisfy the requirements of Exchange Act Rule 11a2-2(T). *See* Exchange Act Release No. 53128 (January 13, 2006), 71 FR 3550 (January 23, 2006) (File No. 10-131). Nasdaq represents that the proposed rule change will not change the continued accuracy of the representations made by Nasdaq in the Rule 11a2-2(T) Letter. *Orders* . Market participants would be able to enter orders in the Nasdaq Market Center for participation in the Reference Price Crosses without restriction from the session open at 7:30 a.m. until the post-close cross is initiated. Orders would be able to be submitted as existing market or limit order types and would be designated by the firm upon entry with a time-in-force indicator as follows:

(i)participate in the next scheduled regular hours cross with unexecuted shares being immediately canceled back to the user after that cross (NXT),

(ii)participate in all of the regular hours crosses ( *i.e.* , 11 a.m., 1 p.m. or 3 p.m. ET) with unexecuted shares being immediately canceled back to the user following the last regular hours cross

(REG)or

(iii)participate in all crosses for the current day ( *i.e.* , 11 a.m., 1 p.m., 3 p.m. and 4:30 p.m. ET) with unexecuted shares immediately canceled back to the user following the after hours cross (AHX). 8 Orders that are designated for one or more Reference Price Crosses would not be displayed. 8 Until such time as an exemption or other relief is granted, short sale orders that participate in the Nasdaq Reference Price Crosses must comply with applicable short sale rules. Nasdaq intends to propose a rule change to the NASD's short sale rule, NASD Rule 3350, and to submit to the Commission a request for exemptive relief from the Short Sale Rule to permit short sales of certain securities at the midpoint of the NBBO effected during the Reference Price Crosses. In addition, Nasdaq plans to submit to the Commission a request for exemptive relief from the Quote Rule. Orders would be required to be entered in round lots with a minimum of one round lot and may designate a minimum acceptable quantity (“MAQ”) for execution. No mixed or odd lot execution amount would be permitted. Orders may not be canceled or replaced during the time of the cross, but may at any other time, including periods when trading in the applicable security is halted. Like Nasdaq Opening and Closing Cross orders, Reference Price Cross orders would be required to be available for automatic execution. The Reference Price Cross would have no order delivery capability and no special orders would be accommodated. Both automatic execution and order delivery participants, however, would be able to enter eligible orders into the Nasdaq Market Center to participate in the Reference Price Cross, so long as the orders are available for automatic execution. *Automatic execution* . Like closing and opening cross orders, crossing network orders would be required to be available for automatic execution. The cross would have no order delivery capability and no special orders could be accommodated. The only eligible order types would be limit orders or market orders. Although there would be no order delivery capability, both automatic execution and order delivery participants would be able to enter eligible orders into the Nasdaq Market Center so long as the orders are available for auto execution. *Nasdaq Reference Price Crosses* . The Nasdaq Reference Price Crosses initially would commence at 11 a.m., 1 p.m., 3 p.m. and 4:30 p.m. ET. In order to minimize the opportunity for manipulation, Nasdaq would execute the cross through an automated and random matching mechanism at a randomly selected time during the predetermined one minute cross trading window. All eligible orders for the trading day crosses would be executed in accordance with a predetermined algorithm at the NBBO midpoint on a pro-rata basis and at the NOCP or Primary Market Close, as applicable, for post-close cross executions. Upon initiation of the cross, available shares would be treated as if they were the same price and would be allocated on a pro rata basis to eligible orders. In order to prevent orders that participate in more than one cross from being disadvantaged with regard to their execution priority based on diminishing size, shares would be allocated based on the original size of the order, not on the value of the remaining unexecuted shares. If additional shares remain after the initial pro-rata allocation, those shares would continue to be allocated pro-rata to eligible orders until a number of round lots remain that is less than the number of eligible orders. Any remaining shares would be allocated to the oldest eligible order. In addition, in the case of an order that has designated a MAQ, if the pro rata allocation would be less than the MAQ, the order would not be eligible for execution in that cross. For example, assume the following orders are received in the following sequence: Orders Liquidity pool 1. Sell 10,000@MKT Buy 10,000@MKT. 2. Sell 10,000@MKT Sell 32,000@MKT. 3. Buy 10,000@MKT 4. Sell 10,000@MKT 5. Sell 10,000@MKT (where 2,000 unexecuted shares remain from a prior cross where 8,000 shares of the order were executed) Based on these orders and the available liquidity pool, the cross would operate as if there are 10,000 shares to buy and 32,000 shares to sell with the algorithm allocating 2,500 shares to each sell order. Although order #5 consists of only 2,000 unexecuted shares, it receives an allocation (2,500 shares) based on the original size of the order (10,000 shares). Since order #5 can only execute 2,000 shares, the remaining 500 shares are allocated to the other orders pro rata. After each order is allocated an additional 100 shares, the remaining 200 shares are allocated to the oldest eligible order. The executions resulting from this cross would be as follows: Order 1 2,800 shares. Order 2 2,600 shares. Order 3 10,000 shares. Order 4 2,600 shares. Order 5 2,000 shares. The executions would be reported to the market participants via Nasdaq Market Center execution reports as a single trade reflecting the aggregate shares executed. In order to reduce information leakage that could lead to adverse price movements, executions would be reported as anonymous trades, without identifying a contra party. Each execution would be reported to the Nasdaq Market Center trade reporting service for trade reporting, clearance and settlement. 9 Trades from the regular hours cross would be disseminated the regular way, and trades from the post close cross would be disseminated with a .PRP sale condition modifier. In the event that a Reference Price Cross order that executes at the midpoint of the NBBO results in a Nasdaq member trading ahead of a held customer order by less than $0.01 ( *i.e.* , $0.005), Nasdaq believes that a Manning obligation would be triggered under NASD IM-2110-2, Rule on Trading Ahead of Customer Limit Order (known as the “Manning Rule”). Under this rule, a firm cannot trade ahead of a held customer limit order without executing the customer order unless it trades at a price that is at least $0.01 better than the customer limit order price. 9 Nasdaq will submit each underlying trade to the National Securities Clearing Corporation for clearing. When Nasdaq is operational as a national securities exchange, these trades will be reported as “covered sales” of the exchange for the purposes of Section 31 of the Act. If the Reference Price Crossing Network is launched before Nasdaq is operational as an exchange, these trades will be reported by the NASD for the purposes of Section 31 of the Act. If based on usage and demand, Nasdaq desires to add more frequent crosses or to modify the time of the crosses in the future, it would submit a rule change to the Commission. Nasdaq would publish the information about any changes via its public NasdaqTrader Web site. *Reference Price Cross Circuit Breaker* . As it did with the Nasdaq Opening Cross and Nasdaq Closing Cross, Nasdaq would establish a circuit breaker for Nasdaq Reference Price Crosses that occur during the after hours session. The circuit breaker would protect against unusual occurrences when the market has moved significantly from the NOCP or the Primary Market Close based on information that becomes available after the market close. In this situation, Nasdaq may decide to cancel the cross rather than execute the cross at a price that no longer reflects the sentiment of the marketplace. If the post-close cross would not execute within a preset boundary (“Threshold Percentage”) of the consolidated last sale price of the security, the cross would not take place. Initially, the Threshold Percentage would be set at ten percent, with a $0.50 minimum spread. Thus, if the difference between the NOCP or Primary Market Close, as applicable, and the consolidated last sale price of the security would be ten percent or more, but not less than the minimum value of $0.50, then the cross would be canceled. As in the case of the Nasdaq Opening and Closing Crosses, Nasdaq believes that market conditions and experience with the Nasdaq Reference Price Crosses may require Nasdaq to adjust the Threshold Percentage at a future point in time. Any changes to the Threshold Percentage would be made in advance and communicated to members. Nasdaq would publish any changes to the Threshold Percentage via its public NasdaqTrader Web site. In addition, if trading in a security is halted at the time a cross is scheduled to occur, the cross would be canceled and orders that are not designated for any future crosses would be returned to the market participants. *Locked or Crossed Markets* . In the event of a crossed NBBO at the time of a Reference Price Cross during the regular hours session, the cross would be delayed and would execute based on the midpoint NBBO when the quote becomes uncrossed. If the quote remains crossed, however, for five minutes beyond when the cross normally would have occurred, the cross would be canceled and orders that are not designated for any future crosses would be returned to the market participants. In the event of a locked NBBO at the time of a Reference Price Cross during the regular hours session, the cross would execute at the lock price. 2. Statutory Basis Nasdaq believes that the proposed rule change, as amended, is consistent with the provisions of Section 15A of the Act, 10 in general, and with Section 15A(b)(6) of the Act, 11 in particular, which requires the NASD's rules to be designed, among other things, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities. Nasdaq believes that the proposed rule change is consistent with these requirements in that the changes are designed to expand the types of crossing products available to members and to provide additional tools for facilitating transactions. 10 15 U.S.C. 78 *o* -3. 11 15 U.S.C. 78 *o* -3(b)(6). B. Self-Regulatory Organization's Statement on Burden on Competition Nasdaq does not believe that the proposed rule change will result in 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 Within 35 days of the date of publication of this notice in the **Federal Register** or within such longer period

(i)as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or

(ii)as to which the NASD consents, the Commission will:

(A)By order approve such proposed rule change, as amended, or

(a)through (f). No Change. Commentary .01. No Change. Commentary .02 *(a) The provisions of this Commentary apply only to Trust Issued Receipts that invest in “Investment Shares” as defined below. Rules that reference Trust Issued Receipts shall also apply to Trust Issued Receipts investing in Investment Shares.* *(b) Definitions. The following terms as used in this Commentary shall, unless the context otherwise requires, have the meanings herein specified:* *(1) Investment Shares. The term “Investment Shares” means a security

(a)that is issued by a trust, partnership, commodity pool or other similar entity that invests in any combination of futures contracts, options on futures contracts, forward contracts, commodities, swaps or high credit quality short-term fixed income securities or other securities; and

(b)issued and redeemed daily at net asset value in amounts correlating to the number of receipts created and redeemed in a specified aggregate minimum number.* *(2) Futures Contract. The term “futures contract” is commonly known as a “contract of sale of a commodity for future delivery” set forth in Section 2(a) of the Commodity Exchange Act.* *(3) Forward Contract. A forward contract is a contract between two parties to purchase and sell a specific quantity of a commodity at a specified price with delivery and settlement at a future date. Forwards are traded over-the-counter (“OTC”) and not listed on a futures exchange.* *(c) Designation. The Corporation may list and trade Trust Issued Receipts investing in Investment Shares. Each issue of a Trust Issued Receipt based on a particular Investment Share shall be designated as a separate series and shall be identified by a unique symbol.* *(d) Initial and Continued Listing. Trust Issued Receipts based on Investment Shares will be listed and traded on the Corporation subject to application of the following criteria:* *(1) Initial Listing—The Corporation will establish a minimum number of receipts required to be outstanding at the time of commencement of trading on the Corporation.* *(2) Continued Listing—The Corporation will consider removing from listing Trust Issued Receipts based on an Investment Share under any of the following circumstances:* *(i) If following the initial twelve month period following the commencement of trading of the shares,

(A)the Issuer has more than 60 days remaining until termination and there are fewer than 50 record and/or beneficial holders of Trust Issued Receipts for 30 or more consecutive trading days;

(B)if the Issuer has fewer than 50,000 securities or shares issued and outstanding; or

(C)if the market value of all securities or shares issued and outstanding is less than $1,000,000;* *(ii) If the value of an underlying index or portfolio is no longer calculated or available on at least a 15-second delayed basis or the Corporation stops providing a hyperlink on its website to any such asset or investment value;* *(iii) If the Indicative Value is no longer made available on at least a 15-second delayed basis; or* *(iv) If such other event shall occur or condition exists which in the opinion of the Corporation makes further dealings on the Corporation inadvisable.* *Upon termination of the Trust, the Corporation requires that Trust Issued Receipts issued in connection with such Trust be removed from Corporation listing. A Trust may terminate in accordance with the provisions of the Trust prospectus, which may provide for termination if the value of the Trust falls below a specified amount.* *(3) Term—The stated term of the Trust shall be as stated in the prospectus. However, such entity may be terminated under such earlier circumstances as may be specified in the Trust prospectus.* *(4) Trustee—The following requirements apply:* *(i) The trustee of a Trust must be a trust company or banking institution having substantial capital and surplus and the experience and facilities for handling corporate trust business. In cases where, for any reason, an individual has been appointed as trustee, a qualified trust company or banking institution must be appointed co-trustee.* *(ii) No change is to be made in the trustee of a listed issue without prior notice to and approval of the Corporation.* *(5) Voting—Voting rights shall be as set forth in the applicable Trust prospectus.* *

(e)Market Maker Accounts.

(1)An ETP Holder acting as a registered Market Maker in Trust Issued Receipts is obligated to comply with PCXE Rule 7.26 pertaining to limitations on dealings when such Market Maker, or affiliate of such Market Maker, engages in Other Business Activities. For purposes of Trust Issued Receipts only, Other Business Activities shall include trading in the underlying physical asset or commodity, related futures or options on futures, or any other related derivatives. However, an approved person of an ETP Holder acting as a registered Market Maker in Trust Issued Receipts that has established and obtained Corporation approval of procedures restricting the flow of material, non-public market information between itself and the ETP Holder pursuant to Rule 7.26, and any member, officer or employee associated therewith, may act in a market making capacity, other than as a Market Maker in the Trust Issued Receipts on another market center, in the underlying asset or commodity, related futures or options on futures, or any other related derivatives. * *(2) The ETP Holder acting as a registered Market Maker in Trust Issued Receipts must file, with the Corporation, in a manner prescribed by the Corporation, and keep current a list identifying all accounts for trading the underlying physical asset or commodity, related futures or options on futures, or any other related derivatives, which the ETP Holder acting as registered Market Maker may have or over which it may exercise investment discretion. No ETP Holder acting as registered Market Maker in the Trust Issued Receipts shall trade in the underlying physical asset or commodity, related futures or options on futures, or any other related derivatives, in an account in which an ETP Holder acting as a registered Market Maker, directly or indirectly, controls trading activities, or has a direct interest in the profits or losses thereof, which has not been reported to the Corporation as required by this Rule.* *(3) In addition to the existing obligations under Corporation rules regarding the production of books and records (See, e.g. Rule 4.4), the ETP Holder acting as a registered Market Maker in Trust Issued Receipts shall make available to the Corporation such books, records or other information pertaining to transactions by such entity or registered or non-registered employee affiliated with such entity for its or their own accounts in the underlying physical asset or commodity, related futures or options on futures, or any other related derivatives, as may be requested by the Corporation.* *(4) In connection with trading the underlying physical asset or commodity, related futures or options on futures or any other related derivative (including Trust Issued Receipts), the ETP Holder acting as a registered Market Maker in Trust Issued Receipts shall not use any material nonpublic information received from any person associated with an ETP Holder or employee of such person regarding trading by such person or employee in the physical asset or commodity, futures or options on futures, or any other related derivatives.* *(f) Limitation of Corporation Liability. Neither the Corporation nor any agent of the Corporation shall have any liability for damages, claims, losses or expenses caused by any errors, omissions, or delays in calculating or disseminating any underlying asset or commodity value, the current value of the underlying asset or commodity if required to be deposited to the Trust in connection with issuance of Trust Issued Receipts; net asset value; or other information relating to the purchase, redemption or trading of Trust Issued Receipts, resulting from any negligent act or omission by the Corporation or any agent of the Corporation, or any act, condition or cause beyond the reasonable control of the Corporation or its agent, including, but not limited to, an act of God; fire; flood; extraordinary weather conditions; war; insurrection; riot; strike; accident; action of government; communications or power failure; equipment or software malfunction; or any error, omission or delay in the reports of transactions in an underlying asset or commodity.* *(g) The Corporation will file separate proposals under Section 19(b) of the Securities Exchange Act of 1934 before listing and trading Trust Issued Receipts based on separate Investment Shares.* 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. The text of these statements may be examined at the places specified in Item III below, and is set forth in Sections A, B, and C below. A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to add new Commentary .02 to NYSE Arca Equities, Inc. Rule 8.200 in order to permit trading, either by listing or pursuant to UTP, shares of TIRs that invest in Investment Shares. The Exchange also proposes to trade Shares of the Fund pursuant to UTP. The Commission previously approved the original listing and trading of the Shares by the American Stock Exchange LLC (“Amex”). 5 5 *See* Securities Exchange Act Release No. 53105 (January 11, 2006), 71 FR 3129 (January 19, 2006) (order granting accelerated approval to SR-Amex-2005-059) (“Amex Order”). The Shares of the Fund represent beneficial ownership interests in the Fund's net assets, consisting solely of the common units of beneficial interests of the DB Commodity Index Tracking Master Fund (“Master Fund”). Each Share of the Fund will correlate with a Master Fund share issued by the Master Fund and held by the Fund. The investment objective of each of the Fund and the Master Fund is to reflect the performance of the Deutsche Bank Liquid Commodity Index) TM —Excess Return (“DBLCI” or “Index”), less the expenses of the operations of the Fund and the Master Fund. The Fund will pursue its investment objective by investing substantially all of its assets in the Master Fund. The Fund will hold no investment assets other than Master Fund Units. 6 The Master Fund will pursue its investment objective by investing primarily in a portfolio of futures contracts on the commodities comprising the Index, which are crude oil, heating oil, aluminum, gold, corn and wheat (“Index commodities”). The Master Fund will also hold cash and U.S. Treasury securities for deposit with futures commission merchants for margin purposes and other high credit quality short-term fixed income securities. 6 *See* Pre-Effective Amendment No. 4 to the Fund's Form S-1, Registration No. 333-5325, dated October 26, 2005.

(a)TIRs That Invest in Investment Shares and the Shares Commentary .02 to NYSE Arca Equities, Inc. Rule 8.200 is intended to accommodate possible future listing and trading of TIRs that invest in Investment Shares. Any new listing or trading of an issue of such TIRs will be subject to the approval of a proposed rule change by the Commission pursuant to Section 19(b)(2) of the Act and Rule 19b-4 thereunder. 7 7 17 CFR 240-19b-4. A description of the DBLCI, commodity futures contracts and related options, operation of the Fund, and the Shares is set forth in the Amex Order. To summarize, issuances of Shares will be made only in baskets of 200,000 Shares or multiples thereof (“Basket Aggregation” or “Basket”). The Fund will issue and redeem the Shares on a continuous basis, by or through participants that have entered into participant agreements (each, an “Authorized Participant”) 8 with the Fund and its Managing Owner, 9 at the net asset value (“NAV”) per Share determined shortly after 4 p.m. eastern time (“ET”) or the last to close futures exchanges on which the Index commodities are traded, whichever is later, on the business day on which an order to purchase the Shares in one or more Baskets is received in proper form. 8 An “Authorized Participant” is a person, who at the time of submitting to the trustee an order to create or redeem one or more Baskets:

(i)Is a registered broker-dealer;

(ii)is a Depository Trust Company Participant or an Indirect Participant; and

(iii)has in effect a valid Participant Agreement with the Fund issuer. 9 The Managing Owner is DB Commodity Services LLC, a Delaware limited ability company that will be registered with the Commodity Futures Trading Commission as a Commodity pool operator and commodity trading advisor. The Managing Owner is an affiliate of Deutsche Bank AG, the sponsor of the Fund and Master Fund. The Managing Owner will serve as the commodity pool operator and commodity trading advisor of the Fund and the Master Fund and will manage and control all aspects of the business of the Funds. Shortly after 4 p.m. ET each business day, The Bank of New York (“Administrator”) will determine the NAV for the Fund and Master Fund, utilizing the current day's settlement value of the particular commodity futures contracts in the Master Fund's portfolio and the value of the Master Fund's cash and high-credit quality, short-term fixed income securities. However, if a futures contract on a trading day cannot be liquidated due to the operation of daily limits or other rules of an exchange upon which such futures contract is traded, the settlement price on the most recent trading day on which the futures contract could have been liquidated will be used in determining the Fund's and the Master Fund's NAV. Accordingly, for both U.S. and non-U.S. futures contracts, the Administrator will typically use that day's futures settlement price for determining NAV. The calculation methodology for the NAV is described in more detail in the Amex Order. Baskets will be issued in exchange for an amount of cash equal to the NAV per Share times 200,000 Shares (“Basket Amount”) on the purchase order date. The Basket Amount and NAV usually will be determined on each business day by the Administrator shortly after 4 p.m. ET. Baskets are issued as of 12 noon ET, on the business day immediately following the purchase order date (T+1) at NAV per Share on the purchase order date if the required payment has been timely received. Authorized Participants that wish to purchase a Basket must transfer the Basket Amount to the Fund in exchange for a Basket. Baskets are then separable upon issuance into the Shares that will be traded on NYSE Arca MarketPlace on a UTP basis. 10 10 Shares are separate and distinct from the shares of the Master Fund. The Master Fund's assets will consist of long positions in the futures contracts on the commodities comprising the DBLCI. The Exchange expects that the number of outstanding Shares will increase and decrease from time to time as a result of creations and redemptions of Baskets. The Shares will not be individually redeemable but will only be redeemable in Baskets. To redeem, an Authorized Participant will be required to accumulate enough Shares to constitute a Basket ( *i.e.* , 200,000 Shares). Authorized Participants that wish to redeem a Basket will receive the Basket Amount in exchange for each Basket surrendered. The operation of the Fund and creation and redemption process is described in more detail in the Amex Order.

(b)Dissemination of Information About the Shares and Underlying Futures Contracts The value of the Index will be calculated and published by its sponsor, Deutsche Bank AG London (“DB London”), at least every 15 seconds from 9:30 a.m. to 4:15 p.m. ET through Bloomberg, Reuters, and other market data vendors. In addition, the Index value will be available on DB London's Web site at *http://index.db.com* and on the Fund's Web site at *http://www.dbcfund.db.com* on a 20 minute delayed basis. 11 The closing Index level will similarly be provided by DB London and the Fund. In addition, any adjustments or changes to the Index will also be provided by DB London and the Fund on their respective Web sites. 12 11 The Exchange will provide a hyperlink from its Web site at *http://www.archipelago.com* to the Fund's Web site *http://www.dbcfund.db.com* and the DB London Web site *http://www.index.db.com.* 12 According to the Amex Order, DB London, the sponsor of the Index, has in place procedures to prevent the improper sharing of information between different affiliates and departments. Specifically, an information barrier exists between the personnel within DB London that calculate and reconstitute the Index and other personnel of DB London, including but not limited to the Managing Owner, sales and trading, external or internal fund managers, and bank personnel who are involved in hedging the bank's exposure to instruments linked to the Index, in order to prevent the improper sharing of information relating to the recomposition of the Index. The Index is not calculated by a broker-dealer. The closing prices and daily settlement prices for the futures contracts held by the Master Fund are publicly available on the Web sites of the futures exchanges trading the particular contracts. The particular futures exchange for each futures contract with Web site information is as follows:

(i)Aluminum—London Metal Exchange (“LME”) at *http://www.lme.com* ;

(ii)corn and wheat—Board of Trade of the City of Chicago, Inc. (“CBOT”) at *http://www.cbot.com* ; and

(iii)crude oil, heating oil and gold—New York Mercantile Exchange (“NYMEX”) at *http://www.nymex.com.* The Exchange on its Web site at *http://www.archipelago.com* 13 will include a hyperlink to DB London's Web site at *https://index.db.com* , which will contain hyperlinks to each of the futures exchanges Web sites for the purpose of disclosing futures contract pricing. In addition, various data vendors and news publications publish futures prices and data. The Exchange represents that futures quotes and last sale information for the commodities underlying the Index are widely disseminated through a variety of market data vendors worldwide, including Bloomberg and Reuters. In addition, the Exchange represents that complete real-time data for such futures is available by subscription from Reuters and Bloomberg. The CBOT, LME, and NYMEX also provide delayed futures information on current and past trading sessions and market news free of charge on their respective Web sites. The specific contract specifications for the futures contracts are also available from the futures exchanges on their Web sites as well as other financial informational sources. 13 NYSE Arca Inc.'s new Web site is *http://www.nysearca.com.* Telephone Conference between David Strandberg, Director, NYSE Arca Equities Inc., and Florence E. Harmon, Senior Special Counsel, Division, Commission, on March 20, 2006. The Web site for the Fund *http://www.dbcfund.db.com* (to which the Exchange will link), which will be publicly accessible at no charge, will contain the following information:

(a)The prior business day's NAV and the reported closing price;

(b)the mid-point of the bid-ask price 14 in relation to the NAV as of the time the NAV is calculated (“Bid-Ask Price”);

(c)calculation of the premium or discount of such price against such NAV;

(d)data in chart form displaying the frequency distribution of discounts and premiums of the Bid-Ask Price against the NAV, within appropriate ranges for each of the four

(4)previous calendar quarters;

(e)the prospectus; and

(f)other applicable quantitative information. Quotations for and last sale information regarding the Shares will be disseminated via the CTA/CQS. 15 14 The bid-ask price of Shares is determined using the highest bid and lowest offer as of the time of calculation of the NAV. . 15 Telephone Conference between David Strandberg, Director, NYSE Arca Equities Inc., and Florence E. Harmon, Senior Special Counsel, Division (“Division”), Commission, on March 21, 2006. As described above, the NAV for the Fund will be calculated and disseminated daily. The Amex also intends to disseminate, from 9:30 a.m. to 4:15 p.m. ET, for the Fund on a daily basis by means of CTA/CQ High Speed Lines information with respect to the Indicative Fund Value (“IFV”), recent NAV, and Shares outstanding. The Amex will also make available on its Web site daily trading volume, closing prices, and the NAV. As noted above, the Administrator calculates the NAV of the Fund once each trading day. In addition, the Administrator causes to be made available on a daily basis the amount of cash to be deposited in connection with the issuance of the Shares in Basket Aggregations. In addition, other investors can request such information directly from the Administrator. In order to provide updated information relating to the Fund for use by investors, professionals, and persons, the Amex will disseminate through the facilities of CTA an updated IFV as noted above and in the Amex Order. The IFV will be disseminated on a per Share basis at least every 15 seconds from 9:30 a.m. to 4:15 p.m. ET. The IFV will be calculated based on the cash required for creations and redemptions ( *i.e.* , NAV × 200,000) adjusted to reflect the price changes of the Index commodities through investments held by the Master Fund, *i.e.* , futures contracts. The IFV will not reflect price changes to the price of an underlying commodity between the close of trading of the futures contract at the relevant futures exchange and the close of trading on the Exchange. The value of a Share may accordingly be influenced by non-concurrent trading hours between the Exchange and the various futures exchanges on which the futures contracts based on the Index commodities are traded. While the market for futures trading for each of the Index commodities is open, the IFV can be expected to closely approximate the value per Share of the Basket Amount. However, during Exchange trading hours when the futures contracts have ceased trading, spreads and resulting premiums or discounts may widen, and therefore, increase the difference between the price of the Shares and the NAV of the Shares. IFV on a per Share basis should not be viewed as a real time update of the NAV, which is calculated only once a day. The Exchange believes that dissemination of the IFV based on the cash amount required for a Basket Aggregation provides additional information that is not otherwise available to the public and is useful to professionals and investors in connection with the Shares trading on the Exchange or the creation or redemption of the Shares.

(c)Continued Listing and UTP Criteria While the Exchange immediately seeks to UTP the Shares, the Exchange is also adopting general initial and continued listing standards applicable to all TIRs that invest in Investment Shares in the event the Exchange were to list such TIRs. In such an event, the Exchange would still file a Form 19b-4 to list such TIRs. However, such continued listing standards include the following items. When the Exchange is the primary listing exchange for a trust that issues TIRs that invest in Investment Shares, the trust will be subject to the continued trading criteria under proposed Commentary .02(d) to NYSE Arca Equities, Inc. Rule 8.200. In particular, the proposed continued listing criteria provide that the Exchange may consider delisting or removal from listing of such TIRs under any of the following circumstances: • Following the initial twelve month period from the date of commencement of trading of the TIRs:

(a)If the fund has more than 60 days remaining until termination and there are fewer than 50 record and/or beneficial holders of the TIRs for 30 or more consecutive trading days;

(b)if the fund has fewer than 50,000 TIRs issued and outstanding; or

(c)if the market value of all TIRs is less than $1,000,000. • If the value of the underlying index or portfolio is no longer calculated or available on at least a 15-second basis through one or more major market data vendors during the time the TIRs trade on the Exchange. • The IFV is no longer made available on at least a 15-second basis. • If such other event shall occur or condition exists which in the opinion of the Exchange makes further dealings on the Exchange inadvisable. In addition, the Exchange will remove TIRs from listing and trading upon termination of the fund. Since, in this case, the Exchange is trading the Shares pursuant to UTP, then the Exchange will cease trading in the Shares if:

(a)The listing market stops trading the Shares because of a regulatory halt similar to a halt based on NYSE Arca Equities, Inc. Rule 7.12 or a halt because the IFV or the underlying value of the Index is no longer available; or

(b)the listing market delists the Shares. Additionally, the Exchange may cease trading the Shares pursuant to UTP if such other event shall occur or condition exists which in the opinion of the Exchange makes further dealings on the Exchange inadvisable.

(d)Trading Rules The Exchange deems the Shares to be equity securities, thus rendering trading in the Fund Shares subject to the Exchange's existing rules governing the trading of equity securities. Trading in the Shares on the Exchange will occur in accordance with NYSE Arca Equities, Inc. Rule 7.34(a), except that the Shares will not be eligible to trade during the Opening Session (4 a.m. to 9:30 a.m. ET) or the Late Trading Session (4:15 p.m. to 8 p.m. ET). The minimum trading increment for Shares on the Exchange will be $0.01. Further, the Exchange has proposed new Commentary .02(e)(1)-(4) to NYSE Arca Equities, Inc. Rule 8.200, which sets forth certain restrictions on ETP Holders acting as registered Market Makers in TIRs that invest in Investment Shares to facilitate surveillance. Commentary .02(e)(1) to NYSE Arca Equities, Inc. Rule 8.200 will require that the ETP Holder acting as a registered Market Maker in the Shares provide the Exchange with information relating to its trading in the underlying physical asset or commodity, related futures or options on futures, or any other related derivatives. Commentary .02(e)(4) to NYSE Arca Equities, Inc. Rule 8.200 will prohibit the ETP Holder acting as a registered Market Maker in the Shares from using any material nonpublic information received from any person associated with an ETP Holder or employee of such person regarding trading by such person or employee in the underlying physical asset or commodity, related futures or options on futures or any other related derivative (including the Shares). In addition, as stated above, Commentary .02(e)(1) to NYSE Arca Equities, Inc. Rule 8.200 will prohibit the ETP Holder acting as a registered Market Maker in the Shares from being affiliated with a market maker in the underlying physical asset or commodity, related futures or options on futures or any other related derivative unless adequate information barriers are in place, as provided in NYSE Arca Equities, Inc. Rule 7.26. Adoption of Commentary .02(e)(2)-(3) to NYSE Arca Equities, Inc. Rule 8.200 will also ensure that Market Makers handling the Shares provide the Exchange with all the necessary information relating to their trading in physical assets or commodities, related futures contracts and options thereon or any other derivative. As a general matter, the Exchange has regulatory jurisdiction over its ETP Holders and their associated persons, which includes any person or entity controlling an ETP Holder, as well as a subsidiary or affiliate of an ETP Holder that is in the securities business. A subsidiary or affiliate of an ETP Holder that does business only in commodities or futures contracts would not be subject to Exchange jurisdiction, but the Exchange could obtain information regarding the activities of such subsidiary or affiliate through surveillance sharing agreements with regulatory organizations of which such subsidiary or affiliate is a member. With respect to trading halts, the Exchange may consider all relevant factors in exercising its discretion to halt or suspend trading in the Shares. Trading on the Exchange in the Shares may be halted because of market conditions or for reasons that, in the view of the Exchange, make trading in the Shares inadvisable. These may include:

(a)The extent to which trading is not occurring in the underlying futures contracts; or

(b)whether other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present. In addition, trading in Shares will be subject to trading halts caused by extraordinary market volatility pursuant to the Exchange's “circuit breaker” rule 16 or by the halt or suspension of the trading of the underlying related futures contracts. 16 *See* NYSE Arca Equities, Inc. Rule 7.12. If the Exchange is the listing market for TIRs that invest in Investment Shares, the Exchange will halt trading in the TIRs if:

(a)The value of the underlying Index updated at least every 15 seconds from a source not affiliated with the sponsor, trust, or the Exchange is no longer available;

(b)the IFV per Share updated at least every 15 seconds is no longer available; or

(c)the Exchange stops providing on the Exchange's Web site, via a hyperlink to the fund's Web site, such Index value and IFV per Share. As noted above, if the Exchange is trading the TIRs pursuant to UTP, such as the Shares, the Exchange will cease trading the TIRs if:

(a)The listing market stops trading the TIRs because of a regulatory halt similar to NYSE Arca Equities, Inc. Rule 7.12 or a halt because the IFV or the underlying Index value is no longer available; or

(b)the listing market delists the TIRs. TIRs that invest in Investment Shares will be deemed “Eligible Listed Securities,” as defined in NYSE Arca Equities, Inc. Rule 7.55, for purposes of the Intermarket Trading System (“ITS”) Plan and therefore will be subject to the trade through provisions of NYSE Arca Equities, Inc. Rule 7.56, which require that ETP Holders avoid initiating trade-throughs for ITS securities. The Commission exempted the Shares from the short sale rule, Rule 10a-1 and gave no-action relief from Rule 200(g) of Regulation SHO under the Act 17 and granted certain other exemptive and no-action relief. 18 17 17 CFR 242.200(g). 18 *See* letter dated January 19, 2006 from James A. Brigagliano, Division, Commission, to Michael Schmidtberger, Sidley Austin Brown & Wood LLP.

(e)Surveillance The Exchange intends to utilize its existing surveillance procedures applicable to derivative products and shares of the streetTRACKS Gold Trust 19 to monitor trading in the Shares. The Exchange represents that these procedures are adequate to monitor Exchange trading of the Shares. 19 * See* Securities Exchange Act Release No. 51245 (February 23, 2005), 70 FR 10731-01 (March 4, 2005) (approving the trading of shares of the streetTRACKS Gold Trust pursuant to UTP). * See also* Securities Exchange Act Release No. 53261 (February 2, 2006), 71 FR 8328 (February 16, 2006) (proposing the trading of shares of the streetTRACKS Gold Trust pursuant to UTP during all ArcaEx trading sessions). The Exchange's current trading surveillance focuses on detecting securities trading outside their normal patterns. When such situations are detected, surveillance analysis follows and investigations are opened, where appropriate, to review the behavior of all relevant parties for all relevant trading violations. The Exchange is able to obtain information regarding trading in the Shares and the underlying futures contracts through ETP Holders, in connection with such ETP Holders' proprietary or customer trades which they effect on any relevant market. In addition, the Exchange may obtain trading information via the Intermarket Surveillance Group (“ISG”) from other exchanges who are members or affiliates of the ISG, including the CBOT. In addition, the Exchange has Information Sharing Agreements in place with NYMEX and LME.

(f)Information Bulletin Prior to the commencement of trading, the Exchange will inform its ETP Holders in an Information Bulletin of the special characteristics and risks associated with trading the Shares. Specifically, the Information Bulletin will discuss the following:

(a)The procedures for purchases and redemptions of Shares in Baskets (and that Shares are not individually redeemable);

(b)NYSE Arca Equities, Inc. Rule 9.2(a), 20 which imposes a duty of due diligence on its ETP Holders to learn the essential facts relating to every customer prior to trading the Shares;

(c)how information regarding the IFV is disseminated;

(d)the requirement that ETP Holders deliver a prospectus to investors purchasing newly issued Shares prior to or concurrently with the confirmation of a transaction; and

(e)trading information. For example, the Information Bulletin will advise ETP Holders, prior to the commencement of trading, of the prospectus delivery requirements applicable to the Fund. The Exchange notes that investors purchasing Shares directly from the Fund (by delivery of the Basket Amount) will receive a prospectus. ETP Holders purchasing Shares from the Fund for resale to investors will deliver a prospectus to such investors. 20 The Exchange has proposed to amend NYSE Arca Equities, Inc. Rule 9.2(a) (“Diligence as to Accounts”) to provide that ETP Holders, before recommending a transaction, must have reasonable grounds to believe that the recommendation is suitable for the customer based on any facts disclosed by the customer as to his other security holdings and as to his financial situation and needs. Further, the proposed rule amendment provides that prior to the execution of a transaction recommended to a non-institutional customer, the ETP Holders should make reasonable efforts to obtain information concerning the customer's financial status, tax status, investment objectives and any other information that they believe would be useful to make a recommendation. *See* Amendment No. 1 to SR-PCX-2005-115 (November 21, 2005). In addition, the Information Bulletin will reference that the Fund is subject to various fees and expenses described in the Registration Statement. The Information Bulletin will also reference the fact that there is no regulated source of last sale information regarding physical commodities, and that the Commission has no jurisdiction over the trading of physical commodities such as aluminum, gold, crude oil, heating oil, corn and wheat, or the futures contracts on which the value of the Shares is based. The Information Bulletin will also disclose that the NAV for Shares will be calculated shortly after 4 p.m. ET each trading day and that other information will be publicly available about the Shares and underlying Index. The Information Bulletin will also discuss any relief granted by the Commission or the staff from any rules under the Act. 2. Statutory Basis The proposed rule change, as amended, is consistent with Section 6(b) of the Act 21 in general and furthers the objectives of Section 6(b)(5) 22 in particular in that it is designed to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transaction in securities, to remove impediments and perfect the mechanisms of a free and open market, and, in general, to protect investors and the public interest. 21 15 U.S.C. 78s(b). 22 15 U.S.C. 78s(b)(5). In addition, the Exchange believes that the proposal is consistent with Rule 12f-5 under the Act 23 because it deems the Shares to be equity securities, thus rendering the Shares subject to the Exchange's existing rules governing the trading of equity securities. 23 17 CFR 240.12f-5. 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 on the proposed rule change were neither solicited nor received. 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-PCX-2006-22 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-PCX-2006-22. 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. Copies of such filing also will be available for inspection and copying at the principal offices 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-PCX-2006-22 and should be submitted on or before May 26, 2006. IV. Commission's Findings and Order Granting Accelerated Approval of the Proposed Rule Change 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. 24 In particular, the Commission finds that the proposed rule change is consistent with Section 6(b)(5) of the Act, 25 which requires that an exchange have rules 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. 24 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). 25 15 U.S.C. 78f(b)(5). In addition, the Commission finds that the proposal is consistent with Section 12(f) of the Act, 26 which permits an exchange to trade, pursuant to UTP, a security that is listed and registered on another exchange. 27 The Commission notes that it previously approved the listing and trading of the Shares on the Amex. 28 The Commission also finds that the proposal is consistent with Rule 12f-5 under the Act, 29 which provides that an exchange shall not extend UTP to a security unless the exchange has in effect a rule or rules providing for transactions in the class or type of security to which the exchange extends UTP. NYSE Arca Equities, Inc. rules deem the Shares to be equity securities, thus trading in the Shares will be subject to the Exchange's existing rules governing the trading of equity securities. 30 26 15 U.S.C. 78l(f). 27 Section 12(a) of the Act, 15 U.S.C. 78l(a), generally prohibits a broker-dealer from trading a security on a national securities exchange unless the security is registered on that exchange pursuant to Section 12 of the Act. Section 12(f) of the Act excludes from this restriction trading in any security to which an exchange “extends UTP.” When an exchange extends UTP to a security, it allows its members to trade the security as if it were listed and registered on the exchange even though it is not so listed and registered. 28 *See* note 5, *supra.* 29 17 CFR 240.12f-5. 30 *See* NYSE Arca Equities, Inc. Rule 7.34. The Commission further believes that the proposal is consistent with Section 11A(a)(1)(C)(iii) of the Act, 31 which sets forth Congress's 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 for and last sale information regarding Shares will be disseminated via the CTA/CQS. Furthermore, as noted by the Exchange, futures quotes and last sale information—both real-time and delayed—for the commodities underlying the Index are widely disseminated through a variety of market data vendors worldwide, including Bloomberg and Reuters. As described above, the NAV for the Fund will be calculated and disseminated daily. The Amex also intends to disseminate, from 9:30 a.m. to 4:15 p.m. ET, for the Fund on a daily basis by means of CTA/CQ High Speed Lines information with respect to the IFV, recent NAV, and Shares outstanding. The Amex will also make available on its Web site daily trading volume, closing prices, and the NAV. Additionally, in order to provide updated information relating to the Fund for use by investors, professionals, and persons, the Amex will disseminate through the facilities of CTA an updated IFV as noted above and in the Amex Order. The IFV will be disseminated on a per Share basis at least every 15 seconds from 9:30 a.m. to 4:15 p.m. ET. 31 15 U.S.C. 78k-1(a)(1)(C)(iii). In connection with the Exchange's UTP of the Shares, the Exchange will cease trading in the Shares if:

(a)the listing market stops trading the Shares because of a regulatory halt similar to NYSE Arca Equities, Inc. Rule 7.12 or a halt because the ITV or the value of the underlying value of the Index is no longer available; or

(b)if the primary market delists the Shares. The Commission notes that, if Shares were to be delisted by Amex, the Exchange would no longer have authority to trade the Shares pursuant to this order. In support of the portion of the proposal, the Exchange has made the following representations: 1. NYSE Arca, Inc. has appropriate rules to facilitate transactions in this type of security in all trading sessions. 2. NYSE Arca, Inc. surveillance procedures are adequate to properly monitor the trading of the Shares on the Exchange. 3. NYSE Arca, Inc. will distribute an Information Bulletin to its ETP Holders prior to the commencement of trading of the Shares on the Exchange that explains the terms, characteristics, and risks of trading such shares. 4. NYSE Arca, Inc. will require that investors purchasing newly-issued Shares will receive a prospectus and that ETP Holders purchasing Shares from the Trust for resale to investors will deliver a prospectus to such investors. 5. The Exchange will also cease trading in the Shares pursuant to UTP if:

(a)the listing market stops trading the Shares because of a regulatory halt similar to NYSE Arca Equities, Inc. 7.12 or a halt because the ITV or the value of the underlying Index is no longer available as described in the Amex Order; or

(b)if the primary market delists the Shares. 32 32 If the Exchange is the listing market for TIRs that invest in Investment Shares, the Exchange will halt trading in the TIRs if:

(1)The value of the underlying Index updated at least every 15 seconds from a source not affiliated with the sponsor, trust, or the Exchange is no longer available;

(2)the IFV per Share updated at least every 15 seconds is no longer available; or

(3)the Exchange stops providing on the Exchange's Web site, via a hyperlink to the fund's Web site, such Index value and IFV per Share. With respect to the trading of these Shares pursuant to UTP, this approval order is conditioned on NYSE Arca, Inc.'s adherence to these representations. The Commission finds good cause for approving this proposed rule change before the thirtieth day after the publication of notice thereof in the **Federal Register** . As noted previously, the Commission previously found that the listing and trading of these Shares on the Amex is consistent with the Act. 33 The Commission presently is not aware of any issue that would cause it to revisit that earlier finding or preclude the trading of these Shares on the Exchange pursuant to UTP. The Commission also notes that Commentary .02 to NYSE Arca Equities, Inc. Rule 8.200 is substantially similar to rules previously approved by the Commission for other SROs. 34 Therefore, accelerating approval of this proposed rule change should benefit investors by creating, without undue delay, additional competition in the market for these Shares. 33 *See* Amex Order. 34 *See* Amex Rule 1200A *et seq.* V. Conclusion *It is therefore ordered,* pursuant to Section 19(b)(2) of the Act, 35 that the proposed rule change (SR-PCX-2006-22), is approved on an accelerated basis. 35 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 36 36 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E6-6781 Filed 5-4-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-53734; File No. SR-Phlx-2005-93] Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; Order Approving a Proposed Rule Change and Amendment Nos. 1, 2, 3, 4, and 5 Thereto, and Notice of Filing and Order Granting Accelerated Approval to Amendment Nos. 6 and 7, Relating to Amendments to Its By-Laws and Charter in Connection With a Restructuring of Its Board of Governors April 27, 2006. I. Introduction On December 30, 2005, the Philadelphia Stock Exchange, Inc. (“Phlx” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 a proposed rule change to amend its By-laws (“By-Laws”) and Restated Certificate of Incorporation (“Charter”) to revise the current structure of the Exchange's Board of Governors (“Board”). On February 16, 2006, the Exchange filed Amendment No. 1 to the proposed rule change; on March 10, 2006, the Exchange filed Amendment No. 2 to the proposed rule change; on March 17, 2006, the Exchange filed Amendment No. 3 to the proposed rule change; and on March 20, 2006, the Exchange filed Amendment Nos. 4 and 5 to the proposed rule change. 3 The proposed rule change was published for comment in the **Federal Register** on March 23, 2006. 4 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 For a brief description of these amendments, *see* Securities Exchange Act Release No. 53518 (March 20, 2006), 71 FR 14766 (March 23, 2006) (“Notice”), at notes 3 through 7, inclusive. 4 *See* Notice. The Commission received no comments on the proposal. On April 25, 2006, the Exchange filed Amendment No. 6 to the proposed rule change, 5 and on April 27, 2006, the Exchange filed Amendment No. 7 to the proposed rule change. 6 This order approves the proposed rule change, as amended by Amendment Nos. 1, 2, 3, 4, and 5. Simultaneously, the Commission provides notice of filing of Amendment Nos. 6 and 7, and grants accelerated approval of Amendment Nos. 6 and 7. 5 In Amendment No. 6, the Exchange consolidated the rule text of the proposed rule change, as revised by prior amendments, into a single document; revised the proposed definition of “Stockholder Governor” in the Charter and By-Laws to clarify its meaning; and made minor revisions and clarifying changes to the rule text and purpose section of the filing. Amendment No. 6 superseded and replaced the proposed rule change, as amended, in its entirety. 6 In Amendment No. 7, the Exchange proposed to change the word “affiliation” to “relationship” in the proposed definition of “Material Relationship;” incorporated the portion of the statutory basis section of the filing that was inadvertently omitted in Amendment No. 6, and made other technical changes to the proposed rule text. II. Description of the Proposal The proposed rule change, as amended, would revise both the Exchange's By-Laws and Charter to restructure the composition of the Board and certain Board committees. Specifically, the proposed rule change would create a majority independent Board; adopt definitions of “Independent” and “Independent Governor” and adopt independence determination standards based principally on the Commission's proposed SRO governance rulemaking; 7 convert all Non-Industry 8 Governor positions on the Board to Independent Governor positions and add an additional Independent Governor; eliminate the positions of On-Floor and Off-Floor Governors 9 and create Member Governor and Stockholder Governor positions; 10 revise the categories of Governors that are elected by Phlx members; 11 reduce the number of Vice-Chairmen of the Board from two to one and adopt new criteria for selecting the Vice-Chairman; and make other revisions, including with respect to the composition of various Board standing committees. 7 *See* Securities Exchange Act Release No. 50669 (November 18, 2004), 69 FR 71126 (December 8, 2004) (“Proposed SRO Governance Rulemaking”). 8 *See* Phlx By-Laws Article I, section 1-1(t) for a definition of “non-industry” when used in the context of Governors or committee members. 9 *See* Phlx By-Laws Article IV, section 4-1 for a discussion of On-Floor and Off-Floor Governors. 10 *See* proposed Phlx By-Laws Article I, Sections 1-1(u) (defining “Member Governor”) and 1-1(hh) (defining “Stockholder Governor”). 11 *See infra note 17* and accompanying text. A. Board Composition Currently, the Board consists of 22 Governors: The Chairman of the Board, who is the Chief Executive Officer of the Exchange; 11 Non-Industry Governors (including at least five Public Governors); 12 five On-Floor Governors; and five Off-Floor Governors. The Exchange has proposed to increase the number of Governors to 23 and to revise the composition of the Board to consist of: the Chairman of the Board, who is the Chief Executive Officer of the Exchange; 12 Independent Governors; six Stockholder Governors; two Member Governors; one Philadelphia Board of Trade (“PBOT”) Governor; and one Vice-Chairman. 12 *See* Phlx By-Laws Article I, section 1-1(y) for a definition of “public” when used in the context of Governors or committee members. 1. Majority Independent Board The Exchange proposes to convert all Non-Industry and Public Governor positions to Independent Governor positions and to add an additional Independent Governor, for a total of 12 Independent Governors. Under the proposal, an “Independent Governor” would be defined as a Governor who has no Material Relationship with the Exchange or any affiliate of the Exchange, any member of the Exchange or any affiliate of such member, or any issuer of securities that are listed or traded on the Exchange or a facility of the Exchange. 13 “Material Relationship” would be defined as a relationship, compensatory or otherwise, that could reasonably affect the independent judgment or decision-making of a Governor. 14 The proposed rule change would require the Nominating, Elections and Governance Committee first to ascertain that candidates for Independent Governor positions are qualified under the proposed definition of “Independent” prior to nominating them, 15 and then would require the Board to make subsequent independence determinations following an Independent Governor's nomination at least annually, and as often as necessary in light of a Governor's circumstances. 16 13 *See* proposed Phlx By-Laws Article I, sections 1-1(o) and (p). *See also* proposed Phlx Charter Article FOURTH (b)(iii)(A). 14 *See* proposed Phlx By-Laws Article I, section 1-1(s). 15 *See* proposed changes to Phlx By-Laws Article III, section 3-4(a) and Article XXVIII, Section 28-3(c). 16 *See* proposed “Annual Independence Review” in the Phlx By-Laws Article IV, section 4-4(b). 2. Designated Governors The Exchange proposes to replace the five On-Floor Governor positions with five Designated Governor positions. The “Designated Governors” would consist of the two Member Governors, the two Designated Independent Governors, and the one PBOT Governor. 17 A “Member Governor” is defined as a Governor who is a member or a general partner or an executive officer (vice-president and above) of a member organization and is duly elected to fill one of the two

(2)vacancies on the Board of Governors allocated to Member Governors. 18 The “Designated Independent Governors” are the two Independent Governors who are elected by the Phlx members. 19 The “PBOT Governor” is a Governor who is a member of the PBOT and is duly elected to fill the one

(1)vacancy on the Board allocated to the PBOT Governor. 17 At the annual meeting of members and member organizations, member organization representatives elect the Designated Governors, who are then elected at the annual stockholders meeting by the holder of the Series A Preferred Stock. *See* Phlx By-Laws, Article III, section 3-2(a) and Article XXVIII, section 28-2. 18 *See* proposed Phlx By-Laws Article I, section 1-1(u). 19 The former 11 Non-Industry Governors were elected by the holders of the Exchange's Common Stock. Under the proposed rule change, two of the 12 Independent Governors would be Designated Independent Governors and would be elected by Phlx members and member organizations, through their respective member organization representatives, but the other 10 Independent Governors would be elected by the holders of the Exchange's Common Stock. *See* discussion *infra* sections II.A.3 and III. 3. Stockholder Governors The Exchange also proposes to replace the five Off-Floor Governor positions with six Stockholder Governor positions. The Stockholder Governors would be elected by the holders of the Exchange's Common Stock. A “Stockholder Governor” is defined as a Governor who is a holder of Class A or Class B Common Stock in the Exchange or an officer, director (or a person in a similar position in business entities that are not corporations), designee or an employee of a holder of Class A or Class B Common Stock in the Exchange or of any affiliate or subsidiary of such holder of Class A or Class B Common Stock and who is duly elected to fill one of the six vacancies on the Board of Governors allocated to the Stockholder Governors. 20 In addition to electing the Stockholder Governors, the Exchange's Common Stock holders would elect 10 of the 12 Independent Governors. 20 *See* Amendment No. 6 (proposing to amend proposed Phlx By-Laws Article I, section 1-1(hh). *See also* proposed Phlx Charter Article FOURTH (b)(iii)(A)). 4. Single Vice-Chairman of the Board Currently, there are two Vice-Chairmen of the Board; one Vice-Chairman is selected from one of the On-Floor Governors by the member organization representatives or, if there is no contest between or among Floor Governors, by the Board, and one Vice-Chairman is selected from one of the Off-Floor Governors by the Board. 21 The Phlx proposes to amend its By-Laws to provide for a single Vice-Chairman of the Board, who would be recommended by the Chairman for nomination by the Nominating, Elections and Governance Committee and elected by the holders of Common Stock. 22 The Vice-Chairman would serve as a Governor and would not be subject to any term limits. 23 The Vice-Chairman would be required to be an individual who, within the prior three years, has been a member primarily engaged in business on the Exchange's equity market or equity options market, or is a general partner, executive officer (vice-president or above) or a member associated with a member organization primarily engaged in business on the Exchange's equity market or equity options market. 24 21 *See* Phlx By-Laws Article IV, section 4-2. 22 *See* proposed Phlx By-Laws Article XXVIII, section 28-3(b) and proposed Phlx Charter Article FOURTH (b)(iii)(A). 23 *See* proposed Phlx By-Laws Article IV, section 4-3(a). 24 *See* proposed Phlx By-Laws Article V, section 5-2. B. Composition of Board Committees The Exchange proposes to revise the composition of certain Board committees to reflect the proposed Board restructuring. 1. Nominating, Elections and Governance Committee Currently, the Phlx's Nominating and Elections Committee is composed of seven members: The committee Chairman, who must be a Public Governor; three Non-Industry Governors; one Off-Floor Member, who may be a Governor; one On-Floor Equity Governor; and one On-Floor Equity Options Governor. 25 The Exchange proposes to reduce the size of this committee to five members, consisting of: three Independent Governors (one of whom must be a Designated Independent Governor), one Member Governor, and one Stockholder Governor. The Exchange also proposes to rename the committee as the “Nominating, Elections and Governance Committee.” The Nominating, Elections and Governance Committee would select its Chairman from among the members of the committee that are Independent Governors. 25 *See* Phlx By-Laws Article X, section 10-19(a). 2. Business Conduct Committee The Exchange's Business Conduct Committee currently is composed of nine members: Three Non-Industry Governors (one of whom must be a Public Governor); one Equity Floor member; one Equity Options Floor member; one At-Large Floor member; and three Off-Floor members. The Exchange proposes to modify this committee's composition to be as follows: Three Independent Governors; four persons who are either Phlx members or associated with a member organization; one Phlx member whose business principally is carried out on the equity floor; and one Phlx member whose business is principally carried out on the equity options floor. 3. Compensation Committee The Phlx's Compensation Committee is composed of five members: three Non-Industry Governors (one of whom must be a Public Governor) and the two Vice-Chairmen of the Board. The Chairman of the committee must be one of the Non-Industry Governors. The proposal would modify the composition of this committee to be as follows: four Independent Governors, one of whom must serve as Chairman of the committee, and the Vice-Chairman of the Board. 4. Executive Committee The Exchange's Executive Committee is composed of nine members: The Chairman of the Board who serves as the committee's chairman; the two Vice-Chairmen of the Board; the Chairman of the Finance Committee; the Chairmen of the two floor committees whose floors are not represented by the On-Floor Vice-Chairman; one Off-Floor Governor; and two Non-Industry Governors, one of whom must be a Public Governor. The proposal would modify the committee's composition to be as follows: the Chairman of the Board; the Vice-Chairman of the Board; two Stockholder Governors; two Independent Governors; the Chairman of the Finance Committee; and two Chairmen of floor committees. 5. Quality of Markets Committee The Exchange proposes to modify the composition of the Quality of Markets Committee. Specifically, the Exchange proposes to convert all Non-Industry committee member positions to Independent committee member positions and all Industry committee member positions to Stockholder and Member committee member positions. The Quality of Markets Committee would be required to include as many Independent committee members as it does Stockholder and Member committee members. C. Other Changes The Exchange also proposes to make other changes to its Charter and By-Laws. The Exchange proposes to remove the requirement in Article NINTH of its Charter that any action required or permitted to be taken at any meeting of the Exchange's stockholders may be taken without a meeting, without prior notice and without a vote, only with the unanimous written consent of all the stockholders entitled to vote thereon. The default provision in the Delaware General Corporate Law statute would apply instead. 26 The Exchange also made minor and/or clarifying changes to its By-Laws. 27 26 Under title 8, section 228(a) of the Delaware Code, unless otherwise provided in a company's certificate of incorporation, any action that may be taken at a stockholders meeting may be taken without a meeting, without prior notice, and without a vote, upon the written consent of at least the minimum number of votes that would be necessary to take such action at a meeting if all the shares entitled to vote thereon were present and voted. 27 These minor changes include capitalizing certain defined terms (“Stockholder,” “Member,” “Member Organization”) and providing a more specific a citation to its arbitration rules. D. Transition Period The Exchange represents that the proposed amendments to its Charter and By-Laws would require minimal changes to the existing composition of the Board, subject to a formal analysis and determination by the Board of the qualifications of the Independent Governors, and would largely result in a reclassification of current Board positions. The Exchange further represents that, upon approval of the proposed rule change, it intends to hold the annual meeting of its members and member organizations, followed by the annual meeting of its stockholders, in order to elect the class of 2009 Governors. The class of 2009 Governors would be nominated and elected pursuant to the new requirements of the amended Charter and By-Laws. The Exchange would permit the current classes of 2007 and 2008 Governors to complete their terms, but would have the Nominating, Elections and Governance Committee, with the Board's approval, appoint such Governors to fill the new positions established by the amended Charter and By-Laws until the expiration of their terms in 2007 and 2008, respectively. III. Discussion and Commission Findings After careful consideration, 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. 28 In particular, the Commission finds that the proposed rule change is consistent with the requirements of section 6(b)(3) of the Act, which provides that the rules of an exchange must assure a fair representation of its members in the selection of its directors and administration of its affairs and provide that one or more directors shall be representative of issues and investors and not be associated with a member of the exchange, broker, or dealer. 29 28 In approving this proposed 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). 29 15 U.S.C. 78f(b)(3). The Phlx's Board of Governors currently is composed of the Chairman of the Board (who must be the Exchange's Chief Executive Officer) and 21 other Governors. By adding a new Governor position, which would be classified as an Independent Governor position, the Exchange would create a Board that is composed of a majority of Independent Governors, *i.e.,* 12 of the 23 Governors on the Board would have to satisfy the proposed independence standards. The Nominating, Elections and Governance Committee would be required to evaluate whether potential candidates for the Independent Governor positions satisfy the Exchange's independence criteria prior to nominating such candidates for election. Moreover, upon an Independent Governor's election, the Board would be required to reassess such Governor's independence at least annually and as often as necessary in light of such Governor's circumstances. The Commission believes that the majority independent Board should help the Exchange mitigate any conflicts of interest that may arise when persons with a nexus to the Exchange are involved in key decisions. 30 Furthermore, the proposal to conduct periodic independence determinations should help ensure that the Exchange's independence standards are maintained during an Independent Governor's tenure on the Board. 30 The Commission notes that the Phlx's proposals to create a majority independent Board, to impose independence criteria for the majority of its Governors and to assess periodically the independence determinations for those Governors are consonant with similar provisions in the Proposed SRO Governance Rulemaking. The Commission notes, however, that the Exchange may be required to make additional changes to further strengthen its governance structure, depending upon the results of this rulemaking. Currently, the five Governors elected by Phlx members, through their member organization representatives, consist of the four On-Floor Governors and one Industry Governor who is a member of PBOT. The Exchange proposes to revise the categories of Governors who are elected by members to consist of two Member Governors, one PBOT Governor, and two Designated Independent Governors (collectively, the Designated Governors). Although the proposal would reduce from four to two the number of Governors who are Phlx members and are elected by the Exchange's membership, it would add two Designated Independent Governors to be elected by Phlx members. Accordingly, it would not reduce the number of Governors elected by Phlx members. Moreover, the proposal would not alter the right of Phlx members to submit independent nominations for the Designated Governor positions. In addition, the Exchange proposes to revise the composition of its Nominating, Elections and Governance Committee. This committee currently is composed of seven members, two of whom are On-Floor Governors and thus are elected by Phlx members. Under the Exchange's proposal, the committee would consist of five members, two of whom must be a Designated Independent Governor and a Member Governor. The Exchange also proposes revisions to the composition of its Business Conduct Committee by requiring three of its nine members to be Independent Governors, four committee members to be Phlx members or persons associated with a member organization, one committee member to be a Phlx member who primarily conducts business on the Phlx's equity floor, and one committee member to be a Phlx member who primarily conducts business on the equity options floor. In the Commission's view, the revisions to the composition of the Board, the Nominating, Elections and Governance Committee, and the Business Conduct Committee provide for the fair representation of members in the selection of the Exchange's directors and the administration of its affairs, consistent with the requirements of section 6(b)(3) of the Act. 31 31 15 U.S.C. 78f(b)(3). The Commission finds good cause to approve Amendment Nos. 6 and 7 to the proposed rule change prior to the 30th day after the amendment is published for comment in the **Federal Register** . In Amendment No. 6, the Exchange proposes to incorporate the proposed definitions of “Member Organization,” “Vice-Chairman,” “Material Relationship,” and “Stockholder” as contained in the Phlx By-Laws into Article FOURTH of its Charter because these terms are used throughout the Phlx Charter. In Amendment No. 6, the Exchange also proposes to revise the definition of “Stockholder Governor” to clarify the categories of persons eligible to serve as a Stockholder Governor. In Amendment No. 7, the Exchange proposes to change the word “affiliation” in the proposed definition of “Material Relationship” to “relationship” and to incorporate the portion of text in the statutory basis section of the proposed rule change that was inadvertently omitted in Amendment No. 6. In both Amendment Nos. 6 and 7, the Exchange proposes other minor revisions that are technical in nature and do not affect the substance of the proposed rule change. The Commission believes that the proposed revisions made by Amendment Nos. 6 and 7 clarify the proposed rule change, as amended, and do not change its substance. Accordingly, the Commission finds good cause to accelerate approval of Amendment Nos. 6 and 7. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether Amendment Nos. 6 and 7 are 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 No. SR-Phlx-2005-93 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-Phlx-2005-93. 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 Commissions 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. Copies of such filing also will be available for inspection and copying at the principal office of the Phlx. 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-Phlx-2005-93 and should be submitted by May 26, 2006. V. Conclusion *It is therefore ordered,* pursuant to section 19(b)(2) of the Exchange Act, 32 that the proposed rule change (SR-Phlx-2005-93), as amended by Amendment Nos. 1, 2, 3, 4, and 5, be, and hereby is, approved and that Amendment Nos. 6 and 7 to the proposed rule change be, and hereby are, approved on an accelerated basis. 32 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 33 33 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E6-6776 Filed 5-4-06; 8:45 am] BILLING CODE 8010-01-P DEPARTMENT OF TRANSPORTATION Federal Aviation Administration Notice of Availability of Draft Advisory Circulars, Other Policy Documents and Proposed Technical Standard Orders AGENCY: Federal Aviation Administration (FAA), DOT. ACTION: This is recurring Notice of Availability, and request for comments, on the draft advisory circulars (ACs), other policy documents, and proposed technical standard orders

(TSOs)currently offered by the Aircraft Certifications Service. SUMMARY: The FAA's Aircraft Certification Service publishes proposed non-regulatory documents that are available for public comment on the Internet at *http://www.faa.gov/aircraft/draft_docs/.* DATES: We must receive comments on or before the due date for each document as specified on the Web site. ADDRESSES: Send comments on proposed documents to the Federal Aviation Administration at the address specified on the Web site for the document being commented on, to the attention of the individual and office identified as point of contact for the document. FOR FURTHER INFORMATION CONTACT: See the individual or FAA office identified on the website for the specified document. SUPPLEMENTARY INFORMATION: Comments Invited When commenting on draft ACs, other policy documents or proposed TSOs, you should identify the document by its number. The Director, Aircraft Certification Service, will consider all comments received on or before the closing date before issuing a final document. You can obtain a paper copy of the draft document or proposed TSO by contacting the individual or FAA office responsible for the document as identified on the Web site. You will find the draft ACs, other policy documents and proposed TSOs on the “Aircraft Certification Draft Documents Open for Comment” Web site at *http://www.faa.gov/aircraft/draft_docs/.* For Internet retrieval assistance, contact the AIR Internet Content Program Manager at 202-267-8361. Background We do not publish an individual Federal Register Notice for each document we make available for public comment. Persons wishing to comment on our draft ACs, other policy documents and proposed TSOs can find them by using the FAA's Internet address listed above. This notice of availability and request for comments on documents produced by the Aircraft Certification Service will appear again in 30 days. Dated: Issued in Washington, DC, on May 1, 2006. Frank P. Paskiewicz, Manager, Production and Airworthiness Division, Aircraft Certification Service. [FR Doc. 06-4262 Filed 5-4-06; 8:45 am]

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17 CFR 240.19
15 USC 78
17 CFR 240
17 CFR 240.12

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Notices

This is recurring Notice of Availability, and request for comments, on the draft advisory circulars (ACs), other policy documents, and proposed technical standard orders (TSOs) currently offered by the Aircraft Certifications Service

Cite17 CFR 240.19

Cite15 USC 78

Cite17 CFR 240

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