Notices. Notice of reporting requirements submitted for OMB review

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BILLING CODE 7710-FW-M RAILROAD RETIREMENT BOARD Proposed Collection; Comment Request SUMMARY: In accordance with the requirement of Section 3506(c)(2)(A) of the Paperwork Reduction Act of 1995 which provides opportunity for public comment on new or revised data collections, the Railroad Retirement Board

(RRB)will publish periodic summaries of proposed data collections. *Comments are invited on:*

(a)Whether the proposed information collection is necessary for the proper performance of the functions of the agency, including whether the information has practical utility;

(b)the accuracy of the RRB's estimate of the burden of the collection of the information;

(c)ways to enhance the quality, utility, and clarity of the information to be collected; and

(d)ways to minimize the burden related to the collection of information on respondents, including the use of automated collection techniques or other forms of information technology. *Title and purpose of information collection:* Voluntary Customer Surveys in Accordance with Executive Order 12862; OMB 3220-0192. In accordance with Executive Order 12862, the Railroad Retirement Board

(RRB)conducts a number of customer surveys designed to determine the kinds and quality of services our beneficiaries, claimants, employers and members of the public want and expect, as well as their satisfaction with existing RRB services. The information collected is used by RRB management to monitor customer satisfaction by determining to what extent services are satisfactory and where and to what extent services can be improved. The surveys are limited to data collections that solicit strictly voluntary opinions, and do not collect information which is required or regulated. The information collection, which was first approved by the Office of Management and Budget

(OMB)in 1997, provides the RRB with a generic clearance authority. This generic authority allows the RRB to submit a variety of new or revised customer survey instruments (needed to timely implement customer monitoring activities) to the Office of Management and Budget

(OMB)for expedited review and approval. The average burden per response for customer satisfaction activities is estimated to range from 2 minutes for a web-site questionnaire to 2 hours for participation in a focus group. The RRB estimates an annual burden of 1,750 annual respondents totaling 717 hours for the generic customer survey clearance. *Additional Information or Comments:* To request more information or to obtain a copy of the information collection justifications, forms, and/or supporting material, please call the RRB Clearance Officer at

(312)751-3363 or send an e-mail request to *Charles.Mierzwa@RRB.GOV.* Comments regarding the information collection should be addressed to Ronald J. Hodapp, Railroad Retirement Board, 844 N. Rush Street, Chicago, Illinois 60611-2092 or send an E-mail to *Ronald.Hodapp@RRB.GOV.* Comments should be received within 60 days of this notice. Charles Mierzwa, Clearance Officer. [FR Doc. E6-14265 Filed 8-28-06; 8:45 am] BILLING CODE 7905-01-P SECURITIES AND EXCHANGE COMMISSION Submission for OMB Review; Comment Request *Upon Written Request, Copies Available From:* Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549. *Extension:* Rule 17g-1; SEC File No. 270-208; OMB Control No. 3235-0213. Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520), the Securities and Exchange Commission (the “Commission”) has submitted to the Office of Management and Budget (“OMB”) a request for extension of the previously approved collection of information discussed below. Rule 17g-1 (17 CFR 270.17g-1) under the Investment Company Act of 1940 (the “Act”) (15 U.S.C. 80a-17(g)) governs the fidelity bonding of officers and employees of registered management investment companies (“funds”) and their advisers. Rule 17g-1 requires, in part, the following: Independent Directors' Approval The form and amount of the fidelity bond must be approved by a majority of the fund's independent directors at least once annually, and the amount of any premium paid by the fund for any “joint insured bond,” covering multiple funds or certain affiliates, must be approved by a majority of the fund's independent directors. Terms and Provisions of the Bond The amount of the bond may not be less than the minimum amounts of coverage set forth in a schedule based on the fund's gross assets; the bond must provide that it shall not be cancelled, terminated, or modified except upon 60-days written notice to the affected party and to the Commission; in the case of a joint insured bond, 60-days written notice must also be given to each fund covered by the bond; a joint insured bond must provide that the fidelity insurance company will provide all funds covered by the bond with a copy of the agreement, a copy of any claim on the bond, and notification of the terms of the settlement of any claim prior to execution of that settlement; and a fund that is insured by a joint bond must enter into an agreement with all other parties insured by the joint bond regarding recovery under the bond. Filings With the Commission Upon the execution of a fidelity bond or any amendment thereto, a fund must file with the Commission within 10 days a copy of the executed bond or any amendment to the bond, the independent directors' resolution approving the bond, and a statement as to the period for which premiums have been paid on the bond. In the case of a joint insured bond, a fund must also file

(i)A statement showing the amount the fund would have been required to maintain under the rule if it were insured under a single insured bond and

(ii)the agreement between the fund and all other insured parties regarding recovery under the bond. A fund must also notify the Commission in writing within five days of any claim or settlement on a claim under the fidelity bond. Notices to Directors A fund must notify by registered mail each member of its board of directors of

(i)Any cancellation, termination, or modification of the fidelity bond at least 45 days prior to the effective date, and

(ii)the filing or settlement of any claim under the fidelity bond when notification is filed with the Commission. Rule 17g-1's independent directors' annual review requirements, fidelity bond content requirements, joint bond agreement requirement and the required notices to directors are designed to ensure the safety of fund assets against losses due to the conduct of persons who may obtain access to those assets. These requirements also facilitate oversight of a fund's fidelity bond. The rule's required filings with the Commission are designed to assist the Commission in monitoring funds' compliance with the fidelity bond requirements. The Commission staff estimates that approximately 4033 funds are subject to the requirements of Rule 17g-1, and that on average a fund spends approximately one hour per year complying with the rule's paperwork requirements. The Commission staff therefore estimates the total annual burden of the rule's paperwork requirements to be 4033 hours. These estimates of average burden hours are made solely for the purposes of the Paperwork Reduction Act. These estimates are not derived from a comprehensive or even a representative survey or study of Commission rules. The collection of information required by Rule 17g-1 is mandatory and will not be kept confidential. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. General comments regarding the above information should be directed to the following persons:

(i)Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503 or e-mail to: *David_Roster@omb.eop.gov* ; and

(i)Payment of the purchase price is accompanied or preceded by a written confirmation of the purchase;

(ii)the asset coverage per unit of the security to be purchased is disclosed to the seller or his agent; and

(iii)if the security is a stock, the fund has, within the preceding six months, informed stockholders of its intention to purchase stock. Commission staff estimates that approximately 14 closed-end funds rely on Rule 23c-1 annually to undertake approximately 122 repurchases of their securities. Commission staff estimates that, on average, a fund spends 2.5 hours to comply with the paperwork requirements listed above each time it undertakes a security repurchase under the rule. Commission staff thus estimates the total annual burden of the rule's paperwork requirements is 305 hours. In addition, the fund must file with the Commission a copy of any written solicitation to purchase securities given by or on behalf of the fund to 10 or more persons. The copy must be filed as an exhibit to Form N-CSR (17 CFR 249.331 and 274.128). The burden associated with filing Form N-CSR is addressed in the submission related to that form. The estimate of average burden hours is made solely for the purposes of the Paperwork Reduction Act, and is not derived from a comprehensive or even a representative survey or study of the costs of Commission rules and forms. Complying with the collection of information requirements of the rule is mandatory. The filings that the rule requires to be made with the Commission are available to the public. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. General comments regarding the above information to be directed to the following persons:

(ii)R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, C/O Shirley Martinson, 6432 General Green Way, Alexandria, Virginia 22312, or send an e-mail to: *PRA_Mailbox@sec.gov.* Comments must be submitted to OMB within 30 days of this notice. August 21, 2006. Nancy M. Morris, Secretary. [FR Doc. E6-14299 Filed 8-28-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54343; File No. 4-429] Joint Industry Plan; Order Approving Joint Amendment No. 19 to the Intermarket Option Linkage Plan To Modify the Manner in Which the Fee Applicable to New Participants Is Calculated August 21, 2006. I. Introduction On February 17, 2006, March 16, 2006, April 12, 2006, April 18, 2006, May 2, 2006, and May 22, 2006, International Securities Exchange, Inc. (“ISE”), Philadelphia Stock Exchange, Inc. (“Phlx”), Chicago Board Options Exchange, Incorporated (“CBOE”), Boston Stock Exchange, Inc. (“BSE”), American Stock Exchange LLC (“Amex”), and NYSE Arca, Inc. (collectively, “Participants”) 1 respectively submitted to the Securities and Exchange Commission (“Commission”) Joint Amendment No. 19 to the Plan for the Purpose of Creating and Operating an Intermarket Option Linkage (the “Linkage Plan”) pursuant to Section 11A of the Securities Exchange Act of 1934 (the “Act”) 2 and Rule 608 of Regulation NMS. 3 In the Joint Amendment, the Participants propose to modify the manner in which the fee applicable to new Participants is calculated. 4 The proposed Joint Amendment was published in the **Federal Register** on June 22, 2006. 5 No comments were received on the proposal. This order approves Joint Amendment No. 19 to the Linkage Plan. 1 A “Participant” is an Eligible Exchange whose participation in the Linkage Plan has become effective pursuant to Section 4(c) of the Linkage Plan. *See* Section 2(24) of the Linkage Plan. 2 15 U.S.C. 78k-1. 3 17 CFR 242.608. On July 28, 2000, the Commission approved a national market system plan for the purpose of creating and operating an intermarket options market linkage proposed by the Amex, CBOE, and ISE. *See* Securities Exchange Act Release No. 43086 (July 28, 2000), 65 FR 48023 (August 4, 2000). Subsequently, upon separate requests by the Phlx, Pacific Exchange, Inc. (n/k/a NYSE Arca, Inc.), and BSE, the Commission issued orders to permit these exchanges to participate in the Linkage Plan. *See* Securities Exchange Act Release Nos. 43573 (November 16, 2000), 65 FR 70851 (November 28, 2000); 43574 (November 16, 2000), 65 FR 70850 (November 28, 2000); and 49198 (February 5, 2004), 69 FR 7029 (February 12, 2004). 4 *See* Section 11(b) of the Linkage Plan. 5 *See* Securities Exchange Act Release No. 54001 (June 15, 2006), 71 FR 35960. II. Description and Purpose of the Amendment The purpose of Joint Amendment No. 19 is to modify the manner in which the fee applicable to new Participants is calculated. The participation fee is determined by the Participants and is assessed in connection with an Eligible Exchange 6 becoming a new Participant. The Joint Amendment provides that in determining the amount of the participation fee, the Participants shall consider one or both of the following:

(i)The portion of costs previously paid by the Participants for the development, expansion, and maintenance of Linkage 7 facilities which, under generally accepted accounting principles, could have been treated as capital expenditures and, if so treated, would have been amortized over the five years preceding the admission of the new Participant (and for this purpose all such capital expenditures shall be deemed to have a five-year amortizable life); and

(ii)previous participation fees paid by other new Participants. These standards are substantially consistent with the participation fee standards contained in the Consolidated Tape Association / Consolidated Quotation Plans (“CTA/CQ Plans”). 8 Further, the Participants would no longer be required to calculate the participation fee at least once a year. Instead, the participation fee would be calculated at the time an Eligible Exchange seeks to become a Participant. 6 *See* Section 2(6) of the Linkage Plan. 7 *See* Section 2(14) of the Linkage Plan. 8 *See* Section III(c)(2) of the CTA Plan. III. Discussion After careful consideration, the Commission finds that the proposed Joint Amendment to the Linkage Plan is consistent with the requirements of the Act and the rules and regulations thereunder. Specifically, the Commission finds that the proposed Joint Amendment is consistent with Section 11A of the Act and Rule 608 thereunder, in that the revised participation fee calculation methodology appears reasonably designed to provide specific, objective factors for determining entrance fees for new Participants. The Commission also believes that the proposed new standards, if appropriately employed by the Participants, should foster a fair and reasonable method for determining a Linkage participation fee amount. 9 In making this finding the Commission notes that the proposal prescribes participation fee standards that are substantially similar to those standards already in place on the CTA/CQ Plans. 10 9 The Commission notes that the amount of the participation fee would be determined in discussions among the Participants and each Eligible Exchange seeking to become a Participant in light of the participation fee standards enumerated in the Linkage Plan. 10 *See* Section III(c)(2) of the CTA Plan. *See* Securities Exchange Act Release No. 51391 (March 17, 2005), 70 FR 15132 (March 24, 2005) (SR-CTA/CQ-2004-01) (Order approving amendment to the CTA/CQ Plans implementing new participant fees). IV. Conclusion *It is therefore ordered* , pursuant to Section 11A of the Act 11 and Rule 608 thereunder, 12 that proposed Joint Amendment No. 19 to the Linkage Plan is hereby approved. 11 15 U.S.C. 78k-1. 12 17 CFR 242.608. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 13 13 17 CFR 200.30-3(a)(29). Nancy M. Morris, Secretary. [FR Doc. E6-14277 Filed 8-28-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54352, File No. 4-518] Joint Industry Plan; Order Approving Amendment To Add the Nasdaq Stock Market LLC as Participant to National Market System Plan Establishing Procedures Under Rule 605 of Regulation NMS August 23, 2006. I. Introduction On April 11, 2006, The Nasdaq Stock Market LLC (“Nasdaq”) submitted to the Securities and Exchange Commission (“SEC” or “Commission”) in accordance with Section 11A of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 608 of Regulation NMS, 2 a proposed amendment to the national market system plan establishing procedures under Rule 605 of Regulation NMS (“Joint-SRO Plan” or “Plan”). 3 Under the proposed amendment, Nasdaq would be added as a participant to the Joint-SRO Plan. Notice of filing and an order granting temporary effectiveness of the proposal through August 25, 2006 was published in the **Federal Register** on April 27, 2006. 4 The Commission did not receive any comments on the proposed amendment. This order approves the amendment on a permanent basis. 1 15 U.S.C. 78k-1. 2 17 CFR 242.608. 3 17 CFR 242.605. On April 12, 2001, the Commission approved a national market system plan for the purpose of establishing procedures for market centers to follow in making their monthly reports available to the public under Rule 11Ac1-5 under the Act (n/k/a Rule 605 of Regulation NMS). *See* Securities Exchange Act Release No. 44177 (April 12, 2001), 66 FR 19814 (April 17, 2001). 4 *See* Securities Exchange Act Release No. 53691 (April 20, 2006), 71 FR 24875. II. Discussion The Joint-SRO Plan establishes procedures for market centers to follow in making their monthly reports required pursuant to Rule 605 of Regulation NMS, available to the public in a uniform, readily accessible, and usable electronic format. The current participants to the Joint-SRO Plan are the American Stock Exchange LLC, Boston Stock Exchange, Inc., Chicago Board Options Exchange, Incorporated, Chicago Stock Exchange, Inc., Cincinnati Stock Exchange, Inc. (n/k/a National Stock Exchange SM ), National Association of Securities Dealers, Inc., New York Stock Exchange, Inc. (n/k/a New York Stock Exchange LLC), Pacific Exchange, Inc. (n/k/a NYSE Arca, Inc.), and Philadelphia Stock Exchange, Inc. The proposed amendment would add Nasdaq as a participant to the Joint-SRO Plan. Section III(b) of the Joint-SRO Plan provides that a national securities exchange or national securities association may become a party to the Plan by:

(i)executing a copy of the Plan, as then in effect (with the only changes being the addition of the new participant's name in Section II(a) of the Plan and the new participant's single-digit code in Section VI(a)(1) of the Plan) and

(ii)submitting such executed plan to the Commission for approval. Nasdaq submitted a signed copy of the Joint-SRO Plan to the Commission in accordance with the procedures set forth in the Plan regarding new participants. The Commission finds that the amendment to the Joint-SRO Plan is consistent with the requirements of the Act and the rules and regulations thereunder. Specifically, the Commission finds that the proposed amendment is consistent with the requirements of Section 11A of the Act, 5 and Rule 608 of Regulation NMS. 6 The Plan established appropriate procedures for market centers to follow in making their monthly reports required pursuant to Rule 605 of Regulation NMS available to the public in a uniform, readily accessible, and usable electronic format. The amendment to include Nasdaq as a participant in the Joint-SRO Plan should contribute to the maintenance of fair and orderly markets and remove impediments to and perfect the mechanisms of a national market system by facilitating the uniform public disclosure of order execution information by all market centers. The Commission believes that it is necessary and appropriate in the public interest, for the maintenance of fair and orderly markets, to remove impediments to, and perfect mechanisms of, a national market system to allow Nasdaq to become a participant in the Joint-SRO Plan. The Commission finds, therefore, that approving the amendment to the Joint-SRO Plan is appropriate and consistent with Section 11A of the Act. 7 5 15 U.S.C. 78k-1. 6 17 CFR 242.608. 7 15 U.S.C. 78k-1. III. Conclusion *It is therefore ordered,* pursuant to Section 11A(a)(3)(B) of the Act 8 and Rule 608 of Regulation NMS, 9 that the amendment to the Joint-SRO Plan to add Nasdaq as a participant is approved and Nasdaq is authorized to act jointly with the other participants to the Joint-SRO Plan in planning, developing, operating, or regulating the Plan as a means of facilitating a national market system. 8 15 U.S.C. 78k-1(a)(3)(B). 9 17 CFR 242.608. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 10 10 17 CFR 200.30-3(a)(29). Nancy M. Morris, Secretary. [FR Doc. E6-14309 Filed 8-28-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54340; File No. SR-ISE-2006-40] Self-Regulatory Organizations; International Securities Exchange, Inc.; Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto Relating to the Establishment of the Second Market August 21, 2006. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”), 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on July 5, 2006, the International Securities Exchange, Inc. (“ISE” 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 ISE. On August 16, 2006, ISE 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 replaces and supersedes the original filing in its entirety. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The ISE is proposing to adopt Second Market rules for the listing and trading of low-volume options classes. The text of the proposed rule change, as amended, is available on the ISE's Web site ( *http://www.iseoptions.com* ), at the principal office of the ISE, 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 ISE 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 ISE 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 ISE currently trades options on approximately 900 equity securities that qualify for options trading pursuant to the listing standards contained in ISE Rule 502. The listing standards for underlying securities are uniform across all of the options exchanges, and there are many additional underlying equity securities that qualify for options trading under these standards which the ISE does not currently list for trading, but are traded on one or more of the other options exchanges. In general, the Exchange has chosen not to list and trade these options classes based on the low average daily trading volume (“ADV”) they have on the other options exchanges. The purpose of this proposal is to adopt rules for the listing and trading of these low-volume options classes that qualify for listing under ISE Rule 502 in a “Second Market.” Establishing the Second Market would allow the Exchange to provide an opportunity for additional members to provide liquidity as market makers, and to apply a modified fee structure to this segment of the options market. Under the proposal, the Exchange would initially list eligible equity options classes (excluding options on exchange traded funds) that trade on another options exchange and that have an ADV below 500 contracts over a six-month period in the Second Market and those with an ADV of over 1500 contracts in the existing market (the “First Market”). The proposed rules allow the Exchange to list such options classes with an ADV between 500 and 1500 contracts initially in either market, which is necessary to take into account other factors to ensure that options classes are placed in the appropriate market ( *e.g.* , whether the volume trend over the six-month period is up or down, or whether the underlying security is going to be or has been part of a corporate action). Starting one year after the Second Market initiates trading, 4 the Exchange would review the market in which options classes are listed every three months, and options classes would be moved from the First to the Second Market when their ADV in the prior six-month period falls below 300 contracts, 5 and moved from the Second to the First Market when their ADV in the prior six-month period exceeds 750 contracts. 4 Initially, the Exchange intends to add options classes to the Second Market over several months. The Exchange believes it is important to provide participants in the Second Market a period of continuity in Second Market products before moving options between the First Market and Second Market. Therefore, if for example, the Exchange were to initiate trading in September 2006, it would not conduct the first review to move options classes from the First Market to the Second Market, and vise versa, until September 2007. The first review would look at the industry ADV of each options class over the previous 6 months. Three months later, the Exchange would again review the industry ADV of each options class over the previous 6 months, and repeat this same review every three months thereafter. 5 Such options classes would remain in the Second Market for at least twelve

(12)months before being returned to the First Market. Under the proposal, all members approved to operate ISE market maker memberships would be eligible to be Competitive Market Makers in the Second Market. In addition, members that are only approved as Electronic Access Members may also register as Competitive Market Makers in the Second Market, 6 but would pay a $0.10 transaction surcharge over those market makers that own or lease ISE market maker memberships. The Exchange believes that providing greater access to make markets in the Second Market would help it attract additional liquidity for these low-volume options classes from firms that do not currently participate on the ISE as market makers, while assuring that such market makers do not have an inappropriate cost advantage over market makers that have purchased or leased ISE market maker memberships. Only Primary Market Makers in the First Market may be Primary Market Makers in the Second Market. All market makers would pay the same $2,000 monthly access fee for the right to quote in the Second Market. 6 Under proposed ISE Rule 902, members that are only Electronic Access Members that want to become Competitive Market Makers in the Second Market would be required to complete the same market maker application and meet the same standards that are applied to Competitive Market Makers under the Exchange's existing rules. Members that are only Electronic Access Members are not eligible to be Primary Market Makers in the Second Market. Market making requirements in the Second Market would be mostly the same as those currently applied in the First Market. As in the First Market, a Primary Market Maker would be appointed for each class traded in the Second Market (“SMPMMs”). SMPMMs would have all of the same obligations in their appointed options as Primary Market Makers in the First Market, including, among other things, entering continuous quotations in all of the series of all of the options classes to which they are appointed and satisfying requirements related to the Plan for Creating and Operating an Intermarket Option Linkage. Competitive Market Makers in the Second Market (“SMCMMs”) would be considered “appointed” to all of the options classes listed in the Second Market and, among other things, must continuously quote all of the series of any options class in which they choose to make markets. 7 An SMCMM would be able to choose whether to make markets in one or more Second Market options classes on a daily basis. SMCMMs would be permitted to quote in all of the options classes listed in the Second Market, but would not be required to quote a minimum number of Second Market options. Accordingly, SMCMMs would be able to choose to make markets in as many or as few options classes as they wish. Finally, SMPMMs and SMCMMs would be permitted to execute a limited percentage of their volume in Second Market options in which they are not currently making markets. 8 7 In the First Market, Competitive Market Makers are appointed to a group of options, but are only required to enter continuous quotes in a minimum number of those appointed options pursuant to ISE Rule 804(e)(2). Similarly in the Second Market, SMCMMs would be considered appointed to all of the Second Market options, but would not be required to enter continuous quotations in a minimum number of Second Market options classes. Therefore, in both the First and the Second Markets, there may be options classes to which a Competitive Market Maker is appointed for which it is not making markets. Other ISE rules regarding obligations and requirements related to market maker quotations in appointed options, such as ISE Rule 803(b), currently are (and would be) applicable only when a Competitive Market Maker is quoting in an appointed option and do not create an obligation for Competitive Market Makers to continuously quote all appointed options classes. Other than the minimum quotation requirement for Competitive Market Makers in the First Market, the rules applicable to Competitive Market Makers in the First Market and the Second Market for options classes in which they are appointed would be the same. Because SMCMMs would be appointed to all options classes in the Second Market, the rules applicable to Competitive Market Makers in the First Market in options classes to which they are not appointed would not apply to SMCMMs ( *i.e.* , ISE Rule 805(b)). 8 As explained in note 7 above, ISE Rule 805(b) regarding options classes in which a Competitive Market Maker in the First Market is not appointed would not apply to SMCMMs. The Rule permits such Competitive Market Makers to enter orders in options classes to which they are not appointed, limited to 25% of their total volume. Since SMCMMs would be considered appointed to all of the options classes in the Second Market, the Exchange proposes to adopt a parallel rule to ISE Rule 805(b) for SMCMMs that allows them to enter orders in options classes in which they *are not currently making markets* (as opposed to in which they are not appointed), limited to 25% of their total volume. The proposed rule specifies that SMCMMs may only enter orders in options classes that they are not quoting when the SMCMMs are making markets in at least one options class. If a SMCMM chooses not to make markets in any Second Market options classes on a particular day, it would not be permitted to enter any orders in Second Market options. The Exchange proposes several changes to its fee schedule for the Second Market as follows:

(1)Members would be charged an execution fee of $.05 per contract for public customer orders;

(2)a $.10 per contract surcharge would be applied to transactions executed by market makers that do not own or lease an ISE market maker membership ( *i.e.* , Electronic Access Members that make markets in the Second Market);

(3)Second Market options would be excluded from the payment for order flow fee;

(4)market makers would be charged a $2,000 per month access fee (there would be no additional access fee for Electronic Access Members to send orders to the Second Market); and

(5)firms that are only market makers in the Second Market ( *i.e.* , Electronic Access Members that make markets in the Second Market) would be charged the same $5,000 annual regulatory fee paid by Competitive Market Makers in the First Market. 2. Statutory Basis The Exchange believes that the basis under the Act for this proposed rule change is the requirement under Section 6(b)(4) 9 that an exchange have an equitable allocation of reasonable dues, fees and other charges among its members and other persons using its facilities, and the requirement under Section 6(b)(5) 10 that an exchange have rules that are designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism for a free and open market and a national market system, and, in general, to protect investors and the public interest. In particular, the proposal is designed to attract liquidity in low-volume options classes by providing for open access to market makers. 9 15 U.S.C. 78f(b)(4). 10 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The proposed rule change does not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others The Exchange has not solicited, and does not intend to solicit, comments on this proposed rule change. The Exchange has not received any written comments from members or other interested parties. 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 amended 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 No. SR-ISE-2006-40 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-ISE-2006-40. 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 office of the ISE. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-ISE-2006-40 and should be submitted on or before September 19, 2006. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 11 11 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E6-14273 Filed 8-28-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54347; File No. SR-CBOE-2006-72] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to the Extension of the Pilot Period Applicable to CBOE's Listing and Trading of Options on the iShares MSCI Emerging Markets Index Fund August 22, 2006. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”), 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on August 21, 2006, the Chicago Board Options Exchange, Incorporated (“Exchange” or “CBOE”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Exchange filed this proposal as a “non-controversial” proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act 3 and Rule 19b-4(f)(6) thereunder, 4 which renders the proposed rule change effective upon filing with the commission. 5 The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A)(iii). 4 17 CFR 240.19b-4(f)(6). 5 The Exchange requested the Commission to waive the five-day pre-filing notice requirement and the 30-day operative delay, as specified in Rule 19b-4(f)(6)(iii). 17 CFR 240.19b-4(f)(6)(iii). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Chicago Board Options Exchange, Incorporated (“CBOE” or “Exchange”) proposes to extend the pilot period applicable to CBOE's listing and trading of options on the iShares MSCI Emerging Markets Index Fund (“Fund Options”). CBOE is not proposing any textual changes to the rules of CBOE. The text of the proposed rule change is available on the Exchange's website ( *http://www.cboe.com* ), the Office of the Secretary, CBOE, 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, CBOE 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 those statements may be examined at the places specified in Item IV below. The CBOE has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose On April 10, 2006, the Securities and Exchange Commission (“Commission”) approved a CBOE proposal (SR-CBOE-2006-32) to list and trade Fund Options. 6 SR-CBOE-2006-32 was approved for a sixty-day pilot period that was due to expire on June 9, 2006 (“Pilot”). On May 31, 2006, CBOE filed SR-CBOE-2006-56 which extended the Pilot for an additional 90 days, until September 7, 2006. 7 6 *See* Securities Exchange Act Release No. 53621 (April 10, 2006), 71 FR 19568 (April 14, 2006) (SR-CBOE-2006-32). 7 *See* Securities Exchange Act Release No. 53930 (June 1, 2006), 71 FR 33322 (June 8, 2006) (granting immediate effectiveness to SR-CBOE-2006-56). The Fund Options will continue to meet substantially all of the listing and maintenance standards in CBOE Rules 5.3.06 and 5.4.08, respectively. For the requirements that are not met, the Exchange continues to represent that sufficient mechanisms exist that would provide the Exchange with adequate surveillance and regulatory information with respect to the Fund. Continuation of the Pilot would permit the Exchange to continue to work with the Bolsa Mexicana de Valores (“Bolsa”) to develop a surveillance sharing agreement. 8 8 Telephone conference between Patrick Sexton, Associate General Counsel, Exchange and Geoffrey Pemble, Special Counsel, Division of Market Regulation, Commission, on August 22, 2006. CBOE now proposes to extend the Pilot for an additional 90 days, until December 7, 2006. 2. Statutory Basis The Exchange believes the proposed rule change is consistent with the Act and the rules and regulations thereunder applicable to a national securities exchange and, in particular, the requirements of Section 6(b) of the Act 9 . Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) Act 10 requirements that the rules of an exchange be designed to promote just and equitable principles of trade, to prevent fraudulent and manipulative acts and, in general, to protect investors and the public interest. 9 15 U.S.C. 78f(b). 10 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition CBOE does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of 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 either solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 11 and Rule 19b-4(f)(6) thereunder 12 because the proposed rule change:

(1)Does not significantly affect the protection of investors or the public interest;

(2)does not impose any significant burden on competition; and

(3)does not become operative for 30 days from the date of filing, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest pursuant to Section 19(b)(3)(A) of the Act 13 and Rule 19b-4(f)(6) 14 thereunder. 11 15 U.S.C. 78s(b)(3)(A). 12 17 CFR 240.19b-4(f)(6). 13 15 U.S.C. 78s(b)(3)(A). 14 17 CFR 240.19b-4(f)(6). The Exchange has requested that the Commission waive the five-day pre-filing notice requirement and the 30-day operative delay. 15 The Commission is exercising its authority to waive the five-day pre-filing notice requirement and believes that the waiver of the 30-day operative delay is consistent with the protection of investors and the public interest. Waiver of the five-day pre-filing and 30-day operative periods will extend the Pilot, which would otherwise expire on September 7, 2006, and allow the Exchange to continue in its efforts to obtain a surveillance agreement with the Bolsa. Accordingly, the Commission designates the proposal to be effective and operative upon filing with the Commission. 16 15 17 CFR 240.19b-4(f)(6)(iii). 16 For the purposes only of waiving the operative date of this proposal, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). At any time within 60 days of the filing of the proposed rule change the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in the furtherance of the purposes of the Act. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to * rule-comments@sec.gov* . Please include File Number SR-CBOE-2006-72 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-CBOE-2006-72. 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 Section, 100 F Street, NE, Washington, DC 20549-1090. Copies of such filing also will be available for inspection and copying at the principal office of the CBOE. 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-CBOE-2006-72 and should be submitted on or before September 19, 2006. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 17 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E6-14274 Filed 8-28-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54354; File No. SR-Amex-2006-73] Self-Regulatory Organizations; American Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Clarify the Applicability of Certain Rules to Securities Also Listed on the Nasdaq Capital Market and the Nasdaq Global Market August 23, 2006. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”), 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on August 9, 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 and II below, which Items have been prepared by the Amex. The Exchange filed the proposal as a “non-controversial” proposed rule change pursuant to Section 19(b)(3)(A) of the Act, 3 and Rule 19b-4(f)(6) thereunder, 4 which renders the proposal effective upon filing with the Commission. 5 The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A). 4 17 CFR 240.19b-4(f)(6). 5 The Amex asked the Commission to waive the five-day pre-filing notice requirement and the 30-day operative delay. *See* Rule 19b 4(f)(6)(iii). 17 CFR 240.19b-4(f)(6)(iii). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Amex proposes minor, technical changes to Rules 7 (Commentary .02), 24, 109 (Commentary .02), 115 (Commentary .01), 118, 131 (Commentary .02), 131A, 156 (Commentary .01), 170 (Commentary .11), 190 (Commentary .06) and 1301 and Section 142 of the Company Guide to clarify the applicability of such rules to securities that are also listed on the Nasdaq Capital Market (“NCM”) and the Nasdaq Global Market (formerly referred to as the Nasdaq National Market, 6 “NGM”) (NCM and NGM are collectively referred to as “Nasdaq.”) The text of the proposed rule change is available at the Amex, at the Commission's Public Reference Room, and at *www.amex.com.* 6 *See* Securities Exchange Act Release No. 54071 (June 29, 2006), 71 (June 29, 2006,) 71 FR 38922 (July 10, 2006)(SR-NASD-2006-068). 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 Amex 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 On May 9, 2006, the Commission approved a proposed rule change by the Exchange that reduced the initial and annual listing fees for companies listed on another securities market that dual list on the Amex and made appropriate rule changes to accommodate the listing and trading of Nasdaq securities on the Amex. 7 Specifically, the Exchange expanded the scope of Rule 118 to include the trading of

(i)NCM securities, in addition to NGM securities, pursuant to unlisted trading privileges (“UTP”) and

(ii)Nasdaq securities that are listed on the Amex. As a result, the following provisions which were previously only applicable to NGM securities traded on a UTP basis on the Amex now cover NCM securities traded on a UTP basis on the Amex and Nasdaq securities with dual listings on the Amex: Rule 1 (Commentary .05); Rule 3; Rule 7 (Commentary .02); Rule 24; Rule 109 (Commentary .02); Rule 115 (Commentary .01); Rule 118; Rule 126 (Commentary .06); Rule 128A; Rule 131 (Commentaries .02 and .03); Rule 131A; Rule 135A; Rule 156 (Commentary .01); Rule 170 (Commentary .11); Rule 175; Rule 190 (Commentary .06); Rule 205 (Commentary .05); Rule 1301; and Section 142 of the Company Guide. 7 Securities Exchange Act Release No. 53778 (May 9, 2006), 71 FR 28057 (May 15, 2006) (SR-Amex-2005-125). The purpose of this filing is to make minor changes to certain of the above provisions to make explicit their applicability to both Nasdaq securities traded on the Amex on a UTP basis and Nasdaq securities with dual listings on the Amex. Specifically, the Exchange proposes deleting the phrase “pursuant to unlisted trading privileges” following the defined term “Nasdaq securities” and, where appropriate, to add a reference to Rule 118. Furthermore, the Exchange proposes augmenting the references in Commentary .01 to Rule 118 to include all of the rules applicable to trading in Nasdaq securities. The Exchange believes that the proposed rule change will clearly identify the Amex rules that should be consulted by members and member organizations trading Nasdaq securities on the Amex. 2. Statutory Basis The Amex believes that the proposed rule change is consistent with Section 6(b) of the Act, 8 in general, and furthers the objectives of Sections 6(b)(5) of the Act, 9 in particular, in that it is designed to prevent fraudulent and manipulative acts and practices, 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; and is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers, or to regulate by virtue of any authority conferred by the Act matters not related to the purpose of the Act or the administration of the Exchange. 8 15 U.S.C. 78f(b). 9 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition Amex believes the proposed rule change does not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others 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 Because the foregoing proposed rule change does not:

(i)Significantly affect the protection of investors or the public interest;

(ii)impose any significant burden on competition; and

(iii)become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest, the proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 10 and Rule 19b-4(f)(6) thereunder. 11 10 15 U.S.C. 78s(b)(3)(A). 11 17 CFR 240.19b-4(f)(6). At any time within 60 days of the filing of such proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. The Amex has requested that the Commission waive the five-day pre-filing notice requirement and the 30-day operative delay contained in Rule 19b-4(f)(6)(iii) under the Act. 12 Because the proposed rule change raises no novel issues, and serves to clarify the applicability of certain rules to securities that are also listed on the Nasdaq Capital Market and the Nasdaq Global Market, the Commission believes such waiver is consistent with the protection of investors and the public interest. Accordingly, the Commission designates the proposal to be effective and operative upon filing with the Commission. 13 12 17 CFR 240.19b 4(f)(6)(iii). 13 13 For purposes only of waiving the 30-day operative delay of this proposal, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml); or * • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-Amex-2006-73 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-2006-73. 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 office of the Amex. 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-2006-73 and should be submitted on or before September 19, 2006. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 14 14 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E6-14301 Filed 8-28-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54351; File No. SR-Amex-2006-44] Self-Regulatory Organizations; American Stock Exchange LLC; Notice of Filing of a Proposed Rule Change and Amendments No. 1 and 2 Thereto Relating to the Listing and Trading of the DB Currency Index Value Fund August 23, 2006. Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act” or “Exchange Act”), 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on May 2, 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 Amex. On July 31, 2006, Amex filed Amendment No. 1 to the proposed rule change. 3 On August 18, 2006, Amex 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, Amex made clarifying changes to the proposal regarding the index methodology, the structure of the Fund, and the dissemination of information relating to the Index and Fund. In Amendment No. 1, the Exchange also amended Commentary .02 to Amex Rule 1200 to conform to Amex's current trading hours. 4 In Amendment No. 2, Amex made additional clarifying changes to the proposal, including among others, details regarding the dissemination of the Index value, intraday indicative value, and net asset value of the Investment Shares. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change Pursuant to Commentary .07 to Amex Rule 1202, which permits the listing and trading of shares of trust issued receipts (“TIRs”) that invest in shares or securities (the “Investment Shares”) of a trust, partnership, commodity pool or other similar entity that holds investments comprising, or otherwise based on, any combination of securities, futures contracts, swaps, forward contracts, options on futures contracts, commodities or portfolios of investments, the Exchange seeks to list and trade the DB Currency Index Value Fund (the “Trust” or “Fund”). In connection with the proposal, Amex also seeks to amend Commentary .02 to Amex Rule 1200. The text of the proposed rule change, as amended, is below. Proposed new language is in *italics* . Rules of General Applicability Amex Rule 1200

(a)No Change.

(b)No Change. * * * Commentary .01 No Change. .02 Transactions in Trust Issues Receipts may be effected until 4 p.m. *or 4:15 p.m.* each business day. .03 No Change. 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 Amex 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, and the most significant aspects of such statements are set forth in Sections A, B, and C below. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose Introduction Pursuant to Commentary .07 to Amex Rule 1202, the Exchange may approve for listing and trading TIRs investing in Investment Shares that hold investments in any combination of securities, futures contracts, options on futures contracts, swaps, forward contracts, commodities, or portfolios of investments. The Amex proposes to list for trading the shares of the Fund (the “Shares”), which represent beneficial ownership interests in the Fund's net assets, consisting solely of the common units of beneficial interests of DB Currency Index Value Master Fund (the “Master Fund”). The Master Fund is a statutory trust created under Delaware law whose investment portfolio will consist primarily of futures contracts on the currencies comprising the Deutsche Bank G10 Currency Future Harvest Index TM —Excess Return (the “DBCHI” or “Index”) and securities for margin purposes. Both the Fund and the Master Fund will be commodity pools operated by DB Commodity Services LLC (the “Managing Owner”). The Managing Owner is registered as a commodity pool operator (the “CPO”) and commodity trading advisor (the “CTA”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”). The Managing Owner will serve as the CPO and CTA of the Fund and the Master Fund. For the Master Fund, the Managing Owner will manage the futures contracts with the investment objective of tracking the performance of the Index over time. 5 The Master Fund will hold a portfolio of both long and short futures contracts with a notional value to equity ratio of approximately two to one (2:1) 6 on the currencies that comprise the Index (the “Index Currencies”) and will include cash and U.S. Treasury securities for margin purposes and other high credit quality short-term fixed income securities. The Master Fund will not engage in borrowing. The Managing Owner will manage the Master Fund by making adjustments to the portfolio on a quarterly basis to conform to periodic changes in the composition and relative weightings of the Index Currencies. The Managing Owner may also make certain adjustments or changes to the portfolio more frequently in the case of significant changes in the foreign currency markets due to volatility. 5 Telephone conversation between Jeffery Burns, Associate General Counsel, Amex, and Brian Trackman, Special Counsel, Division of Market Regulation (“Division”), Commission, on August 22, 2006 (“August 22 Conference”). 6 Such ratio is generally intended to be comparable to the limits imposed on registered investment companies pursuant to the asset coverage requirements of section 18(a) of the Investment Company Act of 1940 (“1940 Act”). Even though the Master Fund is not registered or regulated as an investment company under the 1940 Act, the Exchange represents that it is structured in a manner that is sensitive to the capital structure limitations imposed on registered investment companies by the 1940 Act. The Exchange submits that Commentary .07 to Amex Rule 1202 accommodates the listing and trading of the Shares. Under Commentary .07(c) to Amex Rule 1202, the Exchange may list and trade TIRs investing in Investment Shares such as the Shares. The Shares will conform to the initial and continued listing criteria under Commentary .07(d) to Amex Rule 1202. The Exchange notes that the Commission has permitted the listing and trading of products linked to the performance of underlying currencies and commodities. 7 7 *See* Securities Exchange Act Release Nos. 53105 (January 11, 2006), 71 FR 3129 (January 19, 2006) (approving the listing and trading of the DB Commodity Index Tracking Fund); 53059 (January 5, 2006), 71 FR 2072 (January 12, 2006) (approving the listing and trading of the Euro Currency Trust); 51058 (January 19, 2005), 70 FR 3749 (January 26, 2005) (approving the listing and trading of the iShares COMEX Gold Trust); 50603 (October 28, 2004), 69 FR 64614 (November 5, 2004) (approving the listing and trading of streetTRACKS Gold Shares); 36885 (February 26, 1996), 61 FR 8315 (March 4, 1996) (approving the listing and trading of commodity indexed preferred or debt securities linked to the value of single commodity); and 35518 (March 21, 1995), 60 FR 15804 (March 27, 1995) (approving the listing and trading of commodity linked notes or COINS). *See also* Central Fund of Canada Limited (Registration No. 033-15180) (closed-end fund listed and traded on the Amex that invests in gold) and Salmon Phibro Oil Trust (Registration No. 033-33823) (trust units listed and traded on the Amex that held the right to a forward contract for the delivery of crude oil). Index Description The Index is structured to provide a return that assumes an asset coverage ratio of 2:1. 8 DBCHI is intended to reflect the return from investing assets in long currency futures positions for certain currencies associated with relatively high yielding interest rates and an equal amount in short currency futures positions for certain currencies associated with relatively low yielding interest rates. The Index is designed to exploit the trend of currencies associated with relatively high interest rates, on average, tending to rise in value relative to currencies associated with relatively low interest rates. The Index exploits this trend using both long and short futures positions, which is expected to provide more consistent and less volatile returns than could be obtained by taking long positions only or short positions only. This is known as the “Interest Rate Parity” or “Covered Interest Arbitrage” formula. In particular, the Fund, which is not managed on a discretionary basis but instead seeks to track the Index pursuant to established rules and procedures, will reflect the composition and weightings of the Index Currencies with adjustments made by the Managing Owner on a quarterly basis to conform to the changes in the Index. The Managing Owner will not otherwise effect changes to the portfolio that deviate from the Index except in extraordinary circumstances ( *e.g.* , if the Managing Owner is unable to enter into or close out a futures position because of a market disruption event). 9 Therefore, if positions in any of the one or more Index Currencies are declining in value, the Fund will not close out such positions, except in connection with a mandated change in the composition or weighting of the Index. The Managing Owner will seek to cause the NAV (as defined herein) 10 of the Fund to track the Index during periods in which the Index is flat or declining, as well as when the Index is rising. In this manner, the Managing Owner believes that the Index and the Fund will provide the advantages of market diversification and the reduction of country-specific foreign exchange risk ( *i.e.* , volatility). 8 *See supra* note 6. 9 *See* discussion *infra* at “Events Requiring Notice to and/or Approval by the Commission” and “Criteria for Initial and Continued Listing” (describing the Exchange's obligations in the event of a disruption in connection with the trading of the futures contracts comprising the Index). 10 *See infra* note 23 (defining net asset value or “NAV”). The Index, at any time, is comprised of futures positions on six

(6)currencies from The Group Ten (“G10”) countries, 11 each of which is traded on the Chicago Mercantile Exchange (the “CME”). 12 The notional amounts of each Index Currency included in the Index are based on the Index closing level as of the Index Re-Weighting Period (as defined herein). 13 The Index closing level reflects an arithmetic weighted average of the change in the futures positions on the Index Currencies' exchange rates against the U.S. Dollar (“USD”) since March 12, 1993. 14 On such date, the closing Index level was $100. The sponsor of the Index is Deutsche Bank AG London (“DB London” or “Index Sponsor”). 11 The G10 currencies are the United States Dollar, the Euro, the Japanese Yen, the Canadian Dollar, the Swiss Franc, the British Pound, the Australian Dollar, the New Zealand Dollar, the Norwegian Krone, and the Swedish Krona (collectively, the “Eligible Index Currencies”). 12 August 22 Conference (clarifying that the Index is comprised of futures positions). 13 *See infra* note 15 and accompanying text (defining and discussing the “Index Re-Weighting Period”). 14 August 22 Conference (clarifying the Index calculation methodology). The Index is calculated by DB London on both an excess return basis and a total return basis. The excess return index reflects the return of the applicable underlying currencies. The total return is the sum of the return of the applicable underlying currencies, *plus* the return of three-month U.S. Treasury Bills. The Exchange states that the Fund will trade in a manner consistent with the excess return calculation of the Index. As described below, the Index will be calculated and disseminated every fifteen

(15)seconds on the Consolidated Tape (“CT”) and through major market data vendors. The closing level of the Index is calculated by DB London on the basis of closing prices on the CME for the applicable futures contracts relating to the Index Currencies and applying a set of rules to these values to calculate the closing level of the Index. The CME-traded futures contract of each applicable Index Currency that is closest to expiration is used in the Index calculation. The futures contracts on the Index Currencies are rolled during the period in which the Index is re-weighted (the “Index Re-Weighting Period”). 15 The new futures contract on an Index Currency that has the next closest expiration date is selected. The calculation of the Index on an excess-return basis is the weighted average return on the change in price of the futures contracts relating to the Index Currencies. 16 15 The Index Sponsor reviews and re-weights the Index on a quarterly basis, in accordance with its rules. The futures contracts held by the Fund are, therefore, three

(3)months in duration. The Index Re-Weighting Period takes place just prior to the third Wednesday in each of March, June, September, and December months, which are traditional settlement dates in the International Money Market (the “IMM Dates”). The futures contracts on the Index Currencies are rolled during the Index Re-Weighting Period, which will occur over the fourth and third business days prior to each of the IMM Dates. 16 August 22 Conference (clarifying the Index calculation methodology). In order to determine which Eligible Index Currencies to include in the Index from time to time, the Sponsor will review the composition of the Index on a quarterly basis. The Sponsor will review the three-month LIBOR rate for each Eligible Index Currency, other than the Swedish Krona and Norwegian Krone, and will review the three-month STIBOR rate and the three-month NIBOR rate for the Swedish Krona and Norwegian Krone, respectively. 17 The Eligible Index Currencies are then ranked according to yield. The three highest yielding and three lowest yielding are selected as Index Currencies for inclusion in calculating the Index. If two Index Currencies have the same yield, then the previous quarter's ranking will be used. Upon re-weighting, the high yielding Index Currencies are allocated a base weight of 33 1/3 %, and the low yielding Index Currencies are allocated a base weight of −33 1/3 %. These new weights are applied during the Index Re-Weighting Period. 17 The LIBOR, STIBOR, and NIBOR rates for the Eligible Index Currencies, as applicable, mean the London, Stockholm, and Norway inter-bank offered rates for overnight deposits, respectively. The Managing Owner represents that it will seek to arrange to have the Index calculated and disseminated on a daily basis through a third party if DB London ceases to calculate and disseminate the Index. If, however, the Managing Owner is unable to arrange for the calculation and dissemination of the Index (or another index which succeeds the Index), the Exchange will undertake to delist the Shares. 18 18 If the Index is discontinued or suspended, the Managing Owner, in its sole discretion, may substitute the Index with an index substantially similar to the discontinued or suspended Index (the “Successor Index”). The Successor Index may be calculated and/or published by any other third party. *See* discussion *infra* at “Events Requiring Notice to and/or Approval by the Commission.” The composition of the Index may be adjusted in the event that the Index Sponsor is not able to obtain information from the relevant futures exchanges to calculate the closing prices of the futures contracts related to the Index Currencies. 19 In such an event, the Index Sponsor may use a currency futures contract on the same Index Currency from a different futures exchange, provided that, if such use is more than of a temporary nature, the Exchange will file a proposed rule change pursuant to Rule 19b-4 seeking Commission approval to continue to trade the Shares. Unless approved for continued trading, the Exchange would commence delisting proceedings. 19 *See id.* (describing the Exchange's obligations if substantial changes are made by the Index Sponsor to the Index component selection or weighting methodology). *See also supra* note 14. If futures prices are not available as a result of a temporary disruption of futures contracts on the Index Currencies, the Managing Owner will typically use the prior day's futures price. In exceptional cases (such as when a daily price limit is reached on a futures exchange), the Managing Owner may employ a “fair value” price ( *i.e.* , the price for unwinding the futures position by dealers over-the-counter (“OTC”)). The Exchange states that this is similar to the case for index options when prices are unavailable or unreliable. The Options Clearing Corporation (“OCC”), pursuant to Article XVII, Section 4 of its By-Laws, permits options exchanges to use the prior day's closing price to fix an index options exercise settlement value. In addition, OCC may also use the next day's opening price, a price or value at such other times as determined by OCC, or an average of prices or values as determined by OCC. The Exchange represents that if the use of a prior day's price or “fair value” price for an Index Currency or Currencies is more than of a temporary nature, the Exchange will file a proposed rule change pursuant to Rule 19b-4 under the Act seeking Commission approval for the continued trading of the Shares. Unless approved for continued trading, the Exchange would commence delisting proceedings. Investment Objective and Strategy The Master Fund's portfolio is managed with a view to reflect the performance of the Index over time. The Exchange states that the Master Fund is not traditionally “managed,” which typically involves effecting changes in the composition of a portfolio on the basis of judgments relating to economic, financial, and market considerations. Instead, the Managing Owner seeks to maintain the relationship between the composition and weightings of the CME futures positions in the Index Currencies to the Master Fund's long and short currency futures positions from time to time. 20 The Managing Owner adjusts the portfolio on a quarterly basis to conform to periodic changes in the composition and relative weightings of the Index Currencies and may make certain adjustments or changes to the portfolio more frequently in the case of significant changes in the foreign currency markets due to volatility. 20 August 22 Conference, *supra* note 12. The Fund will pursue its investment objective by investing substantially all of its assets in the Master Fund. To track the Index, the Master Fund generally will establish long futures positions in the three Index Currencies associated with the highest interest rates and short futures positions in the three Index Currencies associated with the lowest interest rates 21 and will adjust its holdings quarterly as the Index is adjusted. However, if the USD is among the Index Currencies, the Master Fund will not establish a long or short futures position (as the case may be) in USD because USD is the Fund's home currency and, as a consequence, the Master Fund never can enjoy profit or suffer loss from long or short futures positions in USD. When the USD is not associated with the highest or lowest interest rates among the Eligible Index Currencies, the aggregate notional value of the Master Fund's futures contracts at the time they are established will be double the value of the Master Fund's holdings of U.S. Treasury Bills and other high credit quality short term fixed income securities, ( *i.e.* , a ratio of 2:1). 22 21 The use of long and short positions in the construction of the Index causes the Index to rise as a result of any upward price movement of Index Currencies expected to gain relative to the USD and to rise as a result of any downward price movement of Index Currencies expected to lose relative to the USD. 22 *See supra* note 6. If the USD is associated with the highest or lowest interest rates among the Eligible Index Currencies, the aggregate notional value of the Master Fund's futures contracts at the time they are established will be approximately 1.66 times the value of the Master Fund's holdings of U.S. Treasury Bills and other high credit quality short-term fixed income securities ( *i.e.* , a ratio of 1.66:1). Holding futures positions with a notional amount in excess of the Master Fund's NAV 23 increases the potential for both trading profits and losses, depending on the performance of the Index. The Master Fund's ability to track the Index will not be affected by the presence or absence of the USD among the Index Currencies. Because the notional value of the Master Fund's futures positions can rise or fall over time, the ratio of long and short futures positions could be higher or lower between quarterly adjustments of the Index Currencies. 23 NAV is the total assets of the Master Fund, *less* total liabilities of the Master Fund, determined on the basis of generally accepted accounting principles. NAV per Master Fund share is the NAV of the Master Fund divided by the number of outstanding Master Fund shares. This will be the same for the Shares of the Fund because of a one-to-one correlation between the Shares and the shares of the Master Fund. Foreign Currency Futures The Exchange states that the advent of financial futures began in the early 1970s because some commodity traders at CME established the International Monetary Market (now a division of CME), which launched trading in seven currency futures contracts on May 16, 1972 creating the world's first financial futures. Whether the trading venue is open outcry or electronic, the Exchange submits that prices for exchange traded foreign currency products are disseminated worldwide via major quote vendors such as Reuters, Bloomberg, and others. Electronic trading on computerized trading systems ( *e.g.* , GLOBEX® at CME) takes place on a nearly 24-hour basis. The Exchange states that foreign exchange rates are influenced by national debt levels and trade deficits, domestic and foreign inflation rates and investors' expectations concerning inflation rates, domestic and foreign interest rates and investors' expectations concerning interest rates, currency exchange rates, investment and trading activities of mutual funds, hedge funds and currency funds, and global or regional political, economic, or financial events and situations. Additionally, foreign exchange rates on the Index Currencies may also be influenced by changing supply and demand for a particular Index Currency, monetary policies of governments (including exchange control programs, restrictions on local exchanges or markets and limitations on foreign investment in a country or on investment by residents of a country in other countries), changes in balances of payments and trade, trade restrictions, currency devaluations, and currency revaluations. Also, the Exchange states that governments from time to time intervene in the currency markets, directly and by regulation, in order to influence prices directly. Additionally, expectations among market participants that a currency's value soon will change may also affect exchange rates on the Index Currencies. The Exchange submits that the foreign currency market is the largest and most liquid financial market in the world. As of April 2004, the Exchange states that the foreign currency exchange market experienced average daily turnover of approximately $1.88 trillion, which was a 57% increase (at current exchange rates) from 2001 daily averages. 24 The foreign currency market is predominantly an OTC market, with no fixed location, and it operates 24 hours a day, seven days a week. London, New York, and Tokyo are the principal geographic centers of the world-wide foreign currency market, with approximately 58% of all foreign currency business executed in the United Kingdom, United States, and Japan. Other, smaller markets include Singapore, Zurich, and Frankfurt. The Exchange states that the primary market participants in foreign currencies are banks (including government-controlled central banks), investment banks, money managers, multinational corporations, and institutional investors. 24 The Exchange, however, did not specify the foreign currencies or types of transactions that underlie the statistics. The Exchange states that there are three major kinds of transactions in the traditional foreign currency markets: Spot transactions, outright forwards, and foreign exchange swaps. “Spot” trades are foreign currency transactions that settle typically within two business days with the counterparty to the trade. Spot transactions account for approximately 35% of reported daily volume in the traditional foreign currency markets. “Forward” trades, which are transactions that settle on a date beyond spot, account for 12% of the reported daily volume, and “swap” transactions, in which two parties exchange two currencies on one or more specified dates over an agreed period and exchange them again when the period ends, account for the remaining 53% of volume. There also are transactions in currency options, which trade both OTC and, in the United States, on the Philadelphia Stock Exchange, Inc. (“Phlx”). Foreign currency futures are transactions in which an institution buys or sells a standardized amount of foreign currency on an organized exchange for delivery on one of several specified dates. Currency futures are traded on a number of regulated markets, including the CME, the Singapore Exchange Derivatives Trading Limited (“SGX”), and the London International Financial Futures Exchange (“LIFFE”). Over 85% of currency derivative products (swaps, options, and futures) are traded OTC. 25 25 *See* Bank for International Settlements, Triennial Central Bank Survey of Foreign Exchange and Derivatives Market Activity in April 2004, September 2004 (Tables 2 and 6). Futures Regulation The Exchange states that the CEA governs the regulation of commodity interest transactions, markets, and intermediaries. The Exchange states that the CFTC administers the CEA, which requires commodity futures exchanges, such as the CME, to have rules and procedures to prevent market manipulation, abusive trade practices, and fraud. The CEA provides for varying degrees of regulation of commodity interest transactions depending upon the variables of the transaction. In general, these variables include

(1)the type of instrument being traded ( *e.g.* , contracts for future delivery, options, swaps, or spot contracts),

(2)the type of commodity underlying the instrument (distinctions are made between instruments based on agricultural commodities, energy and metals commodities, and financial commodities),

(3)the nature of the parties to the transaction (retail, eligible contract participant, or eligible commercial entity),

(4)whether the transaction is entered into on a principal-to-principal or intermediated basis,

(5)the type of market on which the transaction occurs, and

(6)whether the transaction is subject to clearing through a clearing organization. Among other things, the Exchange states that the CEA provides that the trading of commodity interest contracts generally must be upon exchanges designated as contract markets or Derivatives Transaction Execution Facilities and that all trading on those exchanges must be done by or through exchange members. Commodity interest trading between sophisticated persons may be traded on a trading facility not regulated by the CFTC. As a general matter, the Exchange states that trading in spot contracts, forward contracts, options on forward contracts or commodities, or swap contracts between eligible contract participants is not within the jurisdiction of the CFTC and may therefore be effectively unregulated. The Exchange submits that trading on non-U.S. exchanges may differ from trading on U.S. exchanges in a variety of ways and, accordingly, may subject the Fund to additional risks. Non-U.S. futures exchanges are not subject to regulation by the CFTC, but rather are regulated by their home country regulator. In contrast to U.S. designated contract markets, some non-U.S. exchanges are principals' markets, where trades remain the liability of the traders involved, and the exchange or an affiliated clearing organization, if any, does not become substituted for any party. Due to the absence of a clearing system, the Exchange states that such exchanges are significantly more susceptible to disruptions. Further, participants in such markets must often satisfy themselves as to the individual creditworthiness of each entity with which they enter into a trade. Trading on non-U.S. exchanges is often in the currency of the exchange's home jurisdiction. Consequently, the Fund may be subject to the additional risk of fluctuations in the exchange rate between such currencies and USD and the possibility that exchange controls could be imposed in the future. The Exchange states that CFTC and U.S. designated contract markets have established limits or position accountability rules ( *i.e.* , speculative position limits or position limits) on the maximum net long or net short speculative position that any person or group of persons under common trading control (other than a hedger) may hold, own, or control in commodity interests. Among the purposes of speculative position limits is to prevent a corner or squeeze on a market or undue influence on prices by any single trader or group of traders. The Exchange also states that most U.S. futures exchanges limit the amount of fluctuation in some futures contract or options on futures contract prices during a single trading session. These regulations specify what are referred to as daily price fluctuation limits ( *i.e.* , daily limits). The daily limits establish the maximum amount that the price of a futures contract or options on futures contract may vary either up or down from the previous day's settlement price. Once the daily limit has been reached in a particular futures contract or options on futures contract, no trades may be made at a price beyond the limit. Foreign Currency Regulation Most trading in the global OTC foreign currency markets is conducted by regulated financial institutions such as banks and broker-dealers. In addition, in the United States, the Foreign Exchange Committee of the New York Federal Reserve Bank has issued guidelines for foreign exchange trading, and central-bank sponsored committees in Japan and Singapore have published similar best practice guidelines. In the United Kingdom, the Bank of England has published the Non-Investment Products Code, which covers foreign currency trading. The Financial Markets Association, whose members include major international banking organizations, has also established best practices guidelines called the “Model Code.” In addition, in the United States, the Commission regulates the trading of options on foreign currencies on Phlx, and the CFTC regulates trading of futures, options, and options on futures on foreign currencies on regulated futures exchanges. 26 26 In addition to its oversight of regulated futures exchanges, the Exchange states that the CFTC has jurisdiction over certain foreign currency futures, options, and options on futures transactions occurring other than on a regulated exchange and involving retail customers. Structure of the Fund *Fund.* The Fund will be formed as a Delaware statutory trust pursuant to a Certificate of Trust and a Declaration of Trust and Trust Agreement among Wilmington Trust Company, as trustee, the Managing Owner, and the holders of the Shares. 27 The Fund will issue common units of beneficial interest or shares that represent units of fractional undivided beneficial interest in and ownership of the Fund. The term of the Fund is perpetual (unless terminated earlier in certain circumstances). The investment objective of the Fund is to reflect the performance of the DBCHI, over time, less the expenses of the operation 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. Each Share will correlate with a Master Fund share issued by the Master Fund and held by the Fund. 27 The Exchange states that the Fund will not be subject to registration and regulation under the 1940 Act. *Master Fund.* The Master Fund is a statutory trust formed pursuant to the Delaware Statutory Trust Act and will issue common units of beneficial interest or shares that represent units of fractional undivided beneficial interest in and ownership of the Master Fund. The term of the Master Fund is perpetual (unless terminated earlier in certain circumstances). The investment objective of the Master Fund is to reflect the performance of the DBCHI, less the expenses of the operations of the Fund and the Master Fund. The Master Fund will pursue its investment objective by taking long positions in the three

(3)highest-yielding Index Currencies and, as reflected in the Index, will take three

(3)short positions in the lowest yielding Index Currencies. In addition, the Master Fund will also hold cash and U.S. Treasury securities for deposit with futures commission merchants (“FCMs”) as margin and other high credit quality short-term fixed income securities. *Trustee.* The Wilmington Trust Company is the trustee of the Fund and the Master Fund. The Trustee has delegated to the Managing Owner the power and authority to manage and operate the day-to-day affairs of the Fund and the Master Fund. *Managing Owner.* The Managing Owner is a Delaware limited liability company which is registered with the CFTC as a CPO and CTA and is an affiliate of DB London. The Managing Owner will serve as the CPO and CTA of the Fund and the Master Fund and will manage and control all aspects of the business of both. *Commodity Broker.* Deutsche Bank Securities, Inc., the Commodity Broker, is an affiliate of the Managing Owner and is registered with the CFTC as a FCM. The Commodity Broker will execute and clear each of the Master Fund's futures contract transactions and will perform certain administrative services for the Master Fund. *Administrator.* The Bank of New York is the administrator for both the Fund and the Master Fund (the “Administrator”). The Administrator will perform or supervise the performance of services necessary for the operation and administration of the Fund and the Master Fund (other than making investment decisions), including NAV calculations, accounting, and other administrative services. The Administrator will retain certain financial books and records, including: Financial accounting records, ledgers with respect to assets, liabilities, capital, income and expenses, the register, transfer journals and related details, and trading and related documents received from FCMs. *Distributor.* ALPS Distributors, Inc. is the distributor for both the Fund and the Master Fund (the “Distributor”). The Distributor will assist the Managing Owner and the Administrator with certain functions and duties relating to the creation and redemption of Baskets (as defined below), including receiving and processing orders from Authorized Participants (as defined below) to create and redeem Baskets, coordinating the processing of such orders and related functions and duties. The Distributor will also retain all marketing materials and Basket creation and redemption books and records. Product Description A. Creation and Redemption of Shares Issuances of the Shares will be made only in one or more blocks of 200,000 Shares (the “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”) 28 with the Managing Owner at the NAV per Share next determined after an order to purchase the Shares in a Basket is received in proper form. Following issuance, the Shares will be traded on the Exchange similar to other equity securities. The Shares will be registered in book entry form through DTC. 28 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 (“DTC”) participant and

(iii)has in effect a valid participant agreement. Baskets will be issued in exchange for a cash amount equal to the NAV per Share times 200,000 Shares (the “Basket Amount”). The Basket Amount will be determined on each business day by the Administrator. Authorized Participants that wish to purchase a Basket must transfer the Basket Amount to the Administrator (the “Cash Deposit Amount”). Authorized Participants that wish to redeem a Basket will receive cash in exchange for each Basket surrendered in an amount equal to the NAV per Basket (the “Cash Redemption Amount”). The Commodity Broker will be the custodian for the Master Fund and responsible for safekeeping the Master Fund's assets. All purchase orders received by the Administrator prior to 1 p.m. ET will be settled by depositing with the Commodity Broker the Cash Deposit Amount disseminated by the Administrator shortly after 10 a.m. ET on the next business day. The Basket Amount necessary for the creation of a Basket will change from day to day. On each day that the Amex is open for regular trading, the Administrator will adjust the Cash Deposit Amount as appropriate to reflect the prior day Fund NAV (as described below) and accrued expenses. The Administrator will determine the Cash Deposit Amount for a given business day by multiplying the NAV for each Share by the number of Shares in each Basket (200,000). Likewise, all redemption orders received by the Administrator prior to 1 p.m. ET will be settled by the Commodity Broker's payment of the Cash Redemption Amount shortly after 10 a.m. ET on the next business day. 29 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). Upon the surrender of the Shares and payment of applicable redemption transaction fee, taxes, or charges, the Administrator will deliver to the redeeming Authorized Participant the Cash Redemption Amount. 29 Telephone conversation between Jeffrey Burns, Associate General Counsel, Amex, and Florence Harmon, Senior Special Counsel, Division, Commission, on June 26, 2006. On each business day, the Administrator will make available immediately prior to the opening of trading on the Amex via the facilities of the CT, 30 the most recent Basket Amount for the creation of a Basket. The Amex will disseminate every fifteen

(15)seconds throughout the trading day, via the CT, an amount representing on a per Share basis, the current value of the Basket Amount. It is anticipated that the deposit of the Cash Deposit Amount in exchange for a Basket will be made primarily by institutional investors, arbitrageurs, and the Exchange specialist. Baskets are then separable upon issuance into identical Shares that will be listed and traded on the Amex. 31 The Shares are expected to be traded on the Exchange by professionals, as well as institutional and retail investors. Thus, the Shares may be acquired in two

(2)ways:

(1)Through a deposit of the Cash Deposit Amount with the Administrator during normal business hours by Authorized Participants, or

(2)through a purchase on the Exchange by investors. 30 *Id.* 31 The Shares are separate and distinct from the shares of the Master Fund. 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. B. Net Asset Value

(NAV)Shortly after 4 p.m. Eastern time (“ET”) each business day, the Administrator will determine the NAV for the Fund, utilizing the current settlement value of the particular long and short exchange-traded futures contracts on the Index Currencies. At or about 4 p.m. ET each business day, the Administrator will determine the Basket Amount for orders placed by Authorized Participants received before 1 p.m. ET that day. Thus, although Authorized Participants place orders to purchase Shares throughout the trading day until 1 p.m. ET, the actual Basket Amount is determined at 4 p.m. ET or shortly thereafter. Shortly after 4 p.m. ET each business day, the Administrator, Amex, and the Managing Owner will disseminate the NAV for the Shares and the Basket Amount (for orders placed during the day). The Basket Amount and the NAV are communicated by the Administrator to all Authorized Participants via facsimile or electronic mail message and will be available on the Index Sponsor's Internet Web site at *http://index.db.com.* The Amex will also disclose the NAV and Basket Amount on its Internet Web site ( *http://www.amex.com* ). Amex represents that the NAV will be made available to all market participants at the same time. If the NAV is not disseminated to all market participants at the same time, the Exchange will halt trading of the Shares. 32 32 However, if the Fund temporarily does not disseminate the NAV to all market participants at the same time, the Exchange will immediately contact the Commission to discuss measures that may be appropriate under the circumstances. *See* discussion *infra* at “Events Requiring Notice to and/or Approval by the Commission” and “Criteria for Initial and Continued Listing” (discussing delisting procedures in the event of a disruption to the dissemination of the NAV); *see also* discussion *infra* at “Trading Halts” (noting that the Exchange would halt trading in the Shares if the NAV is no longer calculated or disseminated for the benefit of market participants at the same time). When calculating NAV for the Fund and Master Fund, the Administrator will value U.S. futures contracts held by the Master Fund on the basis of their then current market value. All non-U.S. futures contracts will be calculated based upon the liquidation value. Forward contracts will be calculated based on the mean of the bid-ask as provided by the counterparty. The NAV for the Fund is total assets of the Master Fund less total liabilities of the Master Fund. The NAV is calculated by including any unrealized profit or loss on futures contracts and any other credit or debit accruing to the Master Fund but unpaid or not received by the Master Fund. The NAV is then used to compute all fees (including the management and administrative fees) that are calculated from the value of Master Fund assets. The Administrator will calculate the NAV per share by dividing the NAV by the number of Shares outstanding. The Exchange believes that the Shares will not trade at a material discount or premium to the NAV of the Shares based on potential arbitrage opportunities. Due to the fact that the Shares can be created and redeemed only in Baskets at NAV, the Exchange submits that arbitrage opportunities should provide a mechanism to mitigate the effect of any premiums or discounts to or from NAV per Share that may exist from time to time. The value of a Share may be influenced by non-concurrent trading hours between the Amex and the various futures exchanges on which the Index Currencies are traded. As a result, during periods when the Amex is open and the futures exchanges on which the Index Currencies are traded are closed, trading spreads and the resulting premium or discount on the Shares may widen, and, therefore, increase the difference between the price of the Shares and the NAV of the Shares. C. Dissemination of the Index and Underlying Futures Contracts Information DB London, as the Index Sponsor, will publish the value of the Index at least once every fifteen

(15)seconds throughout each trading day on the CT, Bloomberg, Reuters, and on its Internet Web site at *http://index.db.com.* The Exchange states that the disseminated value of the Index will not reflect changes to the prices of the Index Currencies between the close of trading of each respective futures contract on the relevant futures exchange, *i.e.* , 3 p.m. ET (close of trading on the CME futures market), and the close of trading on the Amex at 4:15 p.m. ET. 33 The closing Index level will similarly be provided by DB London. In addition, any adjustments or changes to the Index will also be provided by DB London and the Exchange on their respective Internet Web sites. 34 33 August 22 Conference. 34 The Sponsor 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 the Sponsor, 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 composition of the Index. The daily settlement prices for the futures contracts held by the Master Fund are publicly available on the Internet Web sites of the futures exchanges trading the particular contracts. All of the futures contracts in which the Master Fund currently expects to invest are traded on the CME, although currency futures contracts on the Eligible Index Currencies also trade on other futures exchanges in the United States and the Master Fund may invest in such contracts. 35 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 Index Currencies are widely disseminated through a variety of market data vendors worldwide, including Bloomberg and Reuters. In addition, the Exchange further notes that complete real-time data for such futures is available by subscription from Reuters and Bloomberg. The specific contract specifications for the futures contracts are also available from the futures exchanges on their Internet Web sites, as well as other financial informational sources. 35 Other futures exchanges may include, for example, the New York Board of Trade and HedgeStreet, Inc. D. Availability of Information Regarding the Shares The Internet Web sites for the Fund and/or the Exchange, which are publicly accessible at no charge, will contain the following information:

(a)Current NAV per Share daily and the prior business day's NAV and the reported closing price;

(b)the mid-point of the bid-ask price in relation to the NAV as of the time the NAV is calculated (the “Bid-Ask Price”); 36

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

(d)data in chart form displaying the frequency of 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. The Exchange will also make available on its Internet Web site the daily trading volume of the Shares. The closing price and settlement prices of the futures contracts comprising the Index and held by the Master Fund are also readily available from the relevant futures exchanges, automated quotation systems, published or other public sources, or online information services such as Bloomberg or Reuters. In addition, the Exchange will provide a hyperlink on its Internet Web site to the Index Sponsor's Internet Web site. 36 The Bid-Ask Price of the Shares is determined using the highest bid and lowest offer as of the time of calculation of the NAV. Investors may obtain, on a 24-hour basis, currency pricing information from various financial information service providers. The Exchange states that current currency spot prices are also generally available with bid/ask spreads from foreign exchange dealers. Complete real-time data for futures and options prices traded on CME and Phlx are also available by subscription from information service providers. CME and Phlx also provide delayed futures and options information on current and past trading sessions and market news free of charge on their respective Web sites. There are a variety of other public Internet Web sites that provide information on currency, such as Bloomberg ( *http://www.bloomberg.com/markets/currecies/eurafr_currencies.html* ), which regularly reports current foreign currency pricing for a fee. Other service providers include CBS Market Watch ( *http://marketwatch.com/tools.stockresearch/globalmarkets* ) and Yahoo! Finance ( *http://finance.yahoo.com/currency* ). Many of these Internet Web sites offer price quotations drawn from other published sources, and as the information is supplied free of charge, it generally is subject to time delays. E. Dissemination of Indicative Fund Value As noted above, the Administrator calculates the NAV of the Fund once each trading day and disseminates such NAV to all market participants at the same time. In addition, the Administrator causes to be made available on a daily basis the Cash Deposit Amount to be deposited in connection with the issuance of the Shares in Baskets. Other investors can also request such information directly from the Administrator. In order to provide updated information relating to the Fund for use by investors, professionals, and persons wishing to create or redeem the Shares, the Exchange will disseminate through the facilities of the CT an updated Indicative Fund Value (the “Indicative Fund Value”). The Indicative Fund Value will be disseminated on a per Share basis every fifteen

(15)seconds during regular Amex trading hours of 9:30 a.m. to 4:15 p.m. ET. The Indicative Fund Value 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 Currencies through investments held by the Master Fund, *i.e.,* futures contracts and options on futures and/or forwards. The Indicative Fund Value will not reflect price changes to the price of an underlying currency between the close of trading of the futures contract at the relevant futures exchange and the close of trading on the Amex at 4:15 p.m. ET. While the Shares will trade on the Amex from 9:30 a.m. to 4:15 p.m. ET, regular trading hours for each of the Index Currencies on the CME are 8:20 a.m. to 3 p.m. ET. Therefore, the value of a Share may be influenced by non-concurrent trading hours between the Amex and the various futures exchanges on which the futures contracts based on the Index Currencies are traded. While the market for futures trading for each of the Index Currencies is open, the Indicative Fund Value can be expected to closely approximate the value per Share of the Basket Amount. However, during Amex trading hours and 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. Indicative Fund Value on a per Share basis disseminated during Amex trading hours 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 Indicative Fund Value based on the cash amount required for a Basket 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. F. Events Requiring Notice to and/or Approval by the Commission The Exchange represents that should the Index Sponsor substantially change either the Index component selection or weighting methodology, the Exchange would file a proposed rule change pursuant to Rule 19b-4 under the Act, which must be approved by the Commission for continued trading of the Shares. 37 37 *See supra* note 19 and accompanying text (noting that the Index Sponsor may also use a currency futures contract on the same Index Currency from a different futures exchange, provided that, if such use is more than of a temporary nature, the Exchange will file a proposed rule change pursuant to Rule 19b-4 seeking Commission approval to continue to trade the Shares. Unless approved for continued trading, the Exchange would commence delisting proceedings. The Exchange represents that if a successor or substitute index is used by the Managing Owner, Amex will file with the Commission a proposed rule change pursuant to Rule 19b-4 under the Act to address, among other things, the listing and trading characteristics of the successor index and Amex's surveillance procedures applicable to the successor index, which must be approved by the Commission to continue trading the Shares relating to the successor index. Additionally, in the case of a temporary disruption in connection with the trading of the futures contracts comprising the Index, the Exchange believes that it is unnecessary for a filing pursuant to Rule 19b-4 under the Act to be filed with the Commission. The Exchange submits that for a temporary disruption of such futures contracts, the Index Sponsor would typically use the prior day's price for an Index Currency. In exceptional cases, the Index Sponsor may employ a “fair value” price ( *i.e.,* the price for unwinding the position by dealers in the OTC market). However, the Exchange represents that if the use of a prior day's price or “fair value” pricing for an Index Currency is more than of a temporary nature, the Exchange will file a proposed rule change with the Commission pursuant to Rule 19b-4 under the Act seeking Commission approval to continue trading the Shares. Unless approved for continued trading, the Exchange would commence delisting proceedings. The Exchange represents that it would halt trading of the Shares if

(a)the value of the Index is no longer calculated or available on at least a fifteen

(15)second basis through the facilities of the CT or major market data vendors during the time the Shares trade on Amex,

(b)if the Indicative Fund Value, updated at least every fifteen

(15)seconds, is no longer calculated or available, or

(c)the NAV is no longer disseminated to all market participants at the same time. 38 In any event, unless approval is received from the Commission to continue to list and trade the Shares after a proposed rule change filing is properly filed pursuant to Rule 19b-4 under the Act, the Exchange represents that will commence delisting procedures for the Shares if:

(i)The Index Sponsor substantially changes either the Index component selection or weighting methodology;

(ii)more than a temporary disruption exists with trading of the futures contracts comprising the Index; or

(iii)a Successor Index is used by the Managing Owner; or

(iv)the calculation and/or dissemination of the NAV is more than temporarily disrupted. 38 The Exchange further represents that it would immediately contact the Commission to discuss measures that may be appropriate under the circumstances. Termination Events The Exchange states that the Fund will be terminated if any of the following circumstances occur:

(1)The filing of a certificate of dissolution or revocation of the Managing Owner's charter or upon the withdrawal, removal, adjudication, or admission of bankruptcy or insolvency of the Managing Owner, or an event of withdrawal unless

(i)there is at least one remaining Managing Owner who carries on the business of the Fund or

(ii)within 90 days of such event of withdrawal all the remaining shareholders agree in writing to continue the business of the Fund and to select one or more successor Managing Owners;

(2)the occurrence of any event which would make unlawful the continued existence of the Fund;

(3)the suspension, revocation, or termination of the Managing Owner's registration as a CPO, or membership as a CPO with the NFA;

(4)the Fund becomes insolvent or bankrupt;

(5)the holders of at least 50% of the outstanding Shares notify the Managing Owner that they elect to terminate the Fund;

(6)the determination of the Managing Owner that the aggregate net assets of the Fund in relation to the operating expenses of the Fund make it unreasonable or imprudent to continue the business of the Fund, or the determination by the Managing Owner to dissolve the Fund because the aggregate NAV of the Fund as of the close of business on any business day declines below $10 million;

(7)the Commission finds that the Fund should be registered as an investment company under the 1940 Act; or

(8)the DTC is unable or unwilling to continue to perform its functions, and a comparable replacement is unavailable. Upon termination of the Fund, holders of the Shares will surrender their Shares and receive from the Administrator, in cash, their portion of the value of the Fund. Criteria for Initial and Continued Listing The Fund will be subject to the criteria in Commentary .07(d) of Amex Rule 1202 for initial and continued listing of the Shares. The proposed continued listing criteria provides for the delisting or removal from listing of the Shares under any of the following circumstances: • Following the initial twelve-month period from the date of commencement of trading of the Shares:

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

(ii)if the Fund has fewer than 50,000 Shares issued and outstanding; or

(iii)if the market value of all Shares is less than $1,000,000; • If the value of the underlying Index is no longer calculated or available on at least a 15-second delayed basis through one or more major market data vendors; 39 39 In the event the Index value is no longer calculated or disseminated by one or more major market data vendors, the Exchange would immediately contact the Commission to discuss measures that may be appropriate under the circumstances. • The Indicative Fund Value is no longer made available on at least a 15-second delayed basis through the facilities of the CT; 40 40 In the event the Indicative Fund Value is no longer calculated or disseminated through the facilities of the CT, the Exchange would immediately contact the Commission to discuss measures that may be appropriate under the circumstances. • The calculation or dissemination of the NAV is disrupted such that the NAV is no longer disseminated to all market participants at the same time; 41 41 In the event the NAV is no longer calculated or disseminated to all market participants at the same time, the Exchange would immediately contact the Commission to discuss measures that may be appropriate under the circumstances. • Unless approval is received from the Commission to continue to list and trade the Shares after a proposed rule change pursuant to Rule 19b-4 under the Act is properly filed by the Exchange,

(i)more than a temporary disruption exists in connection with the pricing of the futures contracts comprising the Index,

(ii)a successor or substitute index is used by the Managing Owner in connection with the Shares,

(iii)calculation or dissemination of the NAV is more than temporarily disrupted, or

(iv)the Index Sponsor substantially changes either the Index component selection methodology or weighting methodology; or • If such other event shall occur or condition exists which in the opinion of the Exchange makes further dealings on the Exchange inadvisable. The initial purchaser (the “Initial Purchaser”) will initially purchase and take delivery of 200,000 Shares, which comprises the initial Basket, at a purchase price of $25.00 per Share ($5,000,000 per Basket) pursuant to an Initial Purchaser Agreement. The Initial Purchaser proposes to offer to the public these 200,000 Shares at a per-Share offering price that will vary depending on, among other factors, the trading price of the Shares on the Amex, the NAV per Share, and the supply of and demand for the Shares at the time of the offer. Shares offered by the Initial Purchaser at different times may have different offering prices. The Initial Purchaser will not receive from the Fund, the Managing Owner, or any of their affiliates, any fee or other compensation in connection with the sale of the Shares to the public. The Fund will not bear any expenses in connection with the offering or sales of the Shares composing the initial Baskets. The Managing Owner has agreed to indemnify the Initial Purchaser against certain liabilities, including liabilities under the Securities Act of 1933, and to contribute to payments that the Initial Purchaser may be required to make in respect thereof. The Initial Purchaser will not act as an Authorized Participant with respect to the initial Baskets, and its activities with respect to the initial Baskets will be distinct from those of an Authorized Participant. The Exchange believes that the anticipated minimum number of Shares outstanding at the start of trading is sufficient to provide adequate market liquidity and to further the Fund's objective to seek to provide a simple and cost effective means of accessing the currency futures markets. The Exchange represents that, for the initial and continued listing, the Shares must be in compliance with Section 803 of the Amex Company Guide and Rule 10A-3 under the Act. 42 42 *See* 17 CFR 240.10A-3. The Amex original listing fee applicable to the listing of the Fund is $5,000. In addition, the annual listing fee applicable under Section 141 of the Amex Company Guide will be based upon the year-end aggregate number of Shares in all series of the Fund outstanding at the end of each calendar year. Trading Rules The Shares are equity securities subject to Amex rules governing the trading of equity securities, including, among others, rules governing priority, parity and precedence of orders, specialist responsibilities and account opening and customer suitability (Amex Rule 411). Initial equity margin requirements of 50% will apply to transactions in the Shares. Shares will trade on the Amex until 4:15 p.m. ET each business day and will trade in a minimum price variation of $0.01 pursuant to Amex Rule 127. Trading rules pertaining to odd-lot trading in Amex equities (Amex Rule 205) will also apply. Amex Rule 154, Commentary .04(c), provides that stop and stop limit orders to buy or sell a security (other than an option, which is covered by Amex Rule 950(f) and Commentary thereto) the price of which is derivatively priced based upon another security or index of securities, may with the prior approval of a Floor Official, be elected by a quotation, as set forth in Commentary .04(c)(i)-(v). The Exchange has designated the Shares as eligible for this treatment. 43 43 *See* Securities Exchange Act Release No. 29063 (April 10, 1991), 56 FR 15652 (April 17, 1991) (noting the Exchange's designation of equity derivative securities as eligible for such treatment under Amex Rule 154, Commentary .04(c)). The Shares will be deemed “Eligible Securities”, as defined in Amex Rule 230, for purposes of the Intermarket Trading System (“ITS”) plan and therefore will be subject to the trade-through provisions of Amex Rule 236, which require that Amex members avoid initiating trade-throughs for ITS securities. Specialist transactions of the Shares made in connection with the creation and redemption of Shares will not be subject to the prohibitions of Amex Rule 190. 44 Unless exemptive or no-action relief is available, the Shares will be subject to the short sale rule, Rule 10a-1 and other rules under the Act. 45 If exemptive or no-action relief is provided, the Exchange will issue a notice detailing the terms of the exemption or relief. The Shares will generally be subject to the Exchange's stabilization rule, Amex Rule 170, except that specialists may buy on “plus ticks” and sell on “minus ticks,” in order to bring the Shares into parity with the underlying currency and/or futures contract price. Commentary .07(f) to Amex Rule 1202 sets forth this limited exception to Amex Rule 170. 44 *See* Commentary .05 to Amex Rule 190. 45 The Fund expects to seek relief, in the near future, from the Commission in connection with the trading of the Shares from the operation of the short sale rule, Rule 10a7-1 under the Act. If granted, the Shares would be exempt from Rule 10a-1 permitting sales without regard to the “tick” requirements of Rule 10a-1. Rule 10a-1(a)(1)(i) provides that a short sale of an exchange-traded security may not be effected

(i)below the last regular-way sale price or

(ii)at such price unless such price is above the next preceding different price at which a sale was reported. The trading of the Shares will be subject to certain conflict of interest provisions set forth in Commentary .07(e) to Amex Rule 1202. Specifically, Commentary .07(e) provides that the prohibitions in Amex Rule 175(c) apply to a specialist in the Shares so that the specialist or affiliated person may not act or function as a market maker in an underlying asset, related futures contract or option, or any other related derivative. An affiliated person of the specialist consistent with Amex Rule 193 may be afforded an exemption to act in a market making capacity, other than as a specialist in the Shares on another market center, in the underlying asset, related futures, or options or any other related derivative. Commentary .07(e) further provides that an approved person of an equity specialist that has established and obtained Exchange approval for procedures restricting the flow of material, non-public market information between itself and the specialist member organization, and any member, officer, or employee associated therewith, may act in a market making capacity, other than as a specialist in the Shares on another market center, in the underlying asset or commodity, related futures or options on futures, or any other related derivatives. Commentary .07(e) to Amex Rule 1202 also ensures that specialists 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 members, member organizations, and approved persons of a member organization. The Exchange also has regulatory jurisdiction over any person or entity controlling a member organization as well as a subsidiary or affiliate of a member organization that is in the securities business. A subsidiary or affiliate of a member organization 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. Trading Halts Prior to the commencement of trading, the Exchange will issue an Information Circular (described below) to members informing them of, among other things, Exchange policies regarding trading halts in the Shares. First, the circular will advise that trading will be halted in the event the market volatility trading halt parameters set forth in Amex Rule 117 have been reached. Second, the circular will advise that, in addition to the parameters set forth in Amex Rule 117, the Exchange will halt trading in the Shares if trading in the underlying related futures contract(s) is halted or suspended. Third, with respect to a halt in trading that is not specified above, the Exchange may also consider other relevant factors and the existence of unusual conditions or circumstances that may be detrimental to the maintenance of a fair and orderly market. The Exchange will halt trading in the Shares if the value of the Index is no longer calculated or available on at least a fifteen

(15)second basis through one or more major market data vendors during the time the Shares trade on Amex, or if the Indicative Fund Value per Share updated at least every fifteen

(15)seconds is no longer calculated or available the facilities of the CT, or if the NAV is no longer calculated or disseminated for the benefit of all market participants at the same time. 46 46 *See supra* notes 39-41 and accompanying text. Suitability The Information Circular (described below) will inform members and member organizations of the characteristics of the Fund and of applicable Exchange rules, as well as of the requirements of Amex Rule 411 (Duty to Know and Approve Customers). The Exchange notes that pursuant to Amex Rule 411, members and member organizations are required in connection with recommending transactions in the Shares to have a reasonable basis to believe that a customer is suitable for the particular investment given reasonable inquiry concerning the customer's investment objectives, financial situation, needs, and any other information known by such member. Information Circular The Amex will distribute an Information Circular to its members in connection with the trading of the Shares. The Circular, will discuss the special characteristics and risks of trading this type of security, such as currency fluctuation risk. Specifically, the Circular, among other things, will discuss what the Shares are, how a Basket is created and redeemed, applicable Amex rules, dissemination information, trading information, and applicable suitability rules. The Circular will also explain that the Fund is subject to various fees and expenses described in the Registration Statement. The Circular will also reference the fact that the CFTC has regulatory jurisdiction over the trading of futures contracts. The Circular will also notify members and member organizations about the procedures for purchases and redemptions of Shares in Baskets, and that Shares are not individually redeemable but are redeemable only in one or more Baskets. The Circular will advise members of their suitability obligations with respect to recommended transactions to customers in the Shares. The Circular will also discuss any relief, if granted, by the Commission or the staff from any rules under the Act. Additionally, the Circular will disclose that the NAV for Shares will be calculated shortly after 4 p.m. ET each trading day and that information about the Shares and the Index will be publicly available on the Internet Web site of Amex and the Fund. In the Information Circular, the Exchange will inform members and member organizations, prior to commencement of trading, of the prospectus delivery requirements applicable to the Fund. The Exchange notes that investors purchasing Shares directly from the Fund (in exchange for cash) will receive a prospectus. Amex members purchasing Shares from the Trust for resale to investors will deliver a prospectus to such investors. Also, in the Information Circular, Amex will inform members and member organizations that procedures for purchases and redemptions of Shares in Baskets are described in the Prospectus and that Shares are not individually redeemable but are redeemable by Basket or multiples thereof and that individual shareholders may only redeem through an Authorized Participant, not from the Fund. Surveillance The Exchange represents that its surveillance procedures are adequate to properly monitor the trading of the Shares and to deter and detect violations of Amex rules. Specifically, Amex will rely on its existing surveillance procedures governing Index Fund Shares. Amex represents that its surveillance procedures for the Shares will be similar to those used for other TIRs (such as the Currency Trust Shares and the DB Commodity Index Tracking Fund) and exchange-traded funds and will incorporate and rely upon existing Amex surveillance procedures governing options and equities. The Exchange also notes that the CME is a member of the Intermarket Surveillance Group. As a result, the Exchange asserts that market surveillance information is available from the CME, if necessary, due to regulatory concerns that may arise in connection with the CME futures. 2. Statutory Basis The Exchange believes that the proposed rule change, as amended, is consistent with section 6 of the Act, 47 in general, and furthers the objectives of section 6(b)(5), 48 in particular, in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, and to remove impediments to and perfect the mechanism of a free and open market and a national market system. 47 15 U.S.C. 78f. 48 15 U.S.C. 78f(b)(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 The Exchange did not receive any written comments on 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 Amex 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 Commission is considering granting accelerated approval of the proposed rule change, as amended, at the end of a 15-day comment period. 49 49 Amex has requested accelerated approval of this proposed rule change, as amended, prior to the 30th day after the date of publication of the notice of the filing thereof, following the conclusion of a 15-day comment period. 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-2006-44 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-Amex-2006-44. 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-2006-44 and should be submitted on or before September 19, 2006. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 50 50 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E6-14304 Filed 8-28-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54353; File No. SR-NASD-2006-090] Self-Regulatory Organizations; National Association of Securities Dealers, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change and Amendment Nos. 1 and 2 Thereto Regarding Fees and Credits for the NASD/Nasdaq Trade Reporting Facility and To Adopt a Transaction Credit Program for Securities Listed on the Nasdaq Stock Market August 23, 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 July 21, 2006, the National Association of Securities Dealers, Inc. (“NASD”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by NASD. On August 7, 2006, NASD amended the proposed rule change. 3 NASD again amended the proposed rule change on August 14, 2006. 4 NASD filed the proposed rule change pursuant to Section 19(b)(3)(A) of the Act 5 and Rule 19b-4(f)(6) thereunder, 6 which renders it effective upon filing with the Commission. 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 *See* Amendment No. 1. Amendment No. 1 made clarifying changes to the proposed rule change. 4 *See* Amendment No. 2. Amendment No. 2 made clarifying changes to the proposed rule change. For purposes of calculating the 60-day abrogation period, the Commission considers the period to have commenced on August 14, 2006, the day NASD filed Amendment No. 2. NASD provided the Commission with written notice of its intention to file the proposed rule change on July 13, 2006. *See* Section 19(b)(3)(A) of the Act, and Rule 19b-4(f)(6)(iii) thereunder. 15 U.S.C. 78s(b)(3)(A), 17 CFR 240.19b-4(f)(6)(iii). 5 15 U.S.C. 78s(b)(3)(A). 6 17 CFR 240.19b-(f)(6). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change NASD proposes to adopt a new NASD Rule 7000B Series relating to fees and credits for The Trade Reporting Facility LLC (“NASD/Nasdaq TRF”) established by NASD and The Nasdaq Stock Market, Inc. (“Nasdaq”). NASD filed the proposed rule change for immediate effectiveness. NASD proposes that the proposed rule change will be effective with respect to Nasdaq-listed securities as of August 1, 2006, the day on which the NASD/Nasdaq TRF commenced operating with respect to such securities. NASD proposes to implement the proposed rule change with respect to non-Nasdaq exchange-listed securities when the NASD/Nasdaq TRF receives Commission approval and commences operation with respect to such securities. The text of the proposed rule change is available at the Commission's Public Reference Room, at NASD, and on the NASD Web site at *www.nasd.com.* II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, NASD 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. NASD 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 NASD proposes to adopt a new NASD Rule 7000B Series relating to fees and credits applicable to the NASD/Nasdaq TRF, which was recently approved by the Commission for collecting over-the-counter trade reports in Nasdaq-listed securities. 7 In accordance with NASD policy regarding the NASD/Nasdaq TRF and other trade reporting facilities that NASD may establish with other registered national securities exchanges, the fees and credits reflected in the proposal have been developed and approved by the officers and the Board of Directors of the NASD/Nasdaq TRF, and have also been reviewed and approved by NASD staff and the NASD Board as consistent, in the view of the NASD, with the requirements of the Act. 7 *See* Securities Exchange Act Release No. 54084 (June 30, 2006), 71 FR 38935 (July 10, 2006)(SR-NASD-2005-087). NASD intends to file an additional proposed rule change to allow the NASD/Nasdaq TRF to collect trade reports for non-Nasdaq exchange-listed securities. The fee schedule set forth in proposed new Rule 7002B is identical to Nasdaq's current fee schedule for its Automated Confirmation Transaction (“ACT”) system contained in NASD Rule 7010(g) (Nasdaq Market Center Trade Reporting). Under the proposed fee schedule, reporting of trades that do not use the NASD/Nasdaq TRF's comparison functionality ( *i.e.* , “locked-in trades”) in Nasdaq-listed securities is free. Reporting of locked-in trades in other securities will be subject to a charge of $0.029 per side, but market participants reporting an average daily volume of more than 5000 trades per day in stocks reported to the Consolidated Tape Association (“CTA”) during a month will pay the charge only for a number of trades equal to 5000 times the number of trading days in the month. Under proposed Rule 7003B, which is identical to current NASD Rule 7020 (Aggregation of Activity of Affiliated Members), affiliated members using the NASD/Nasdaq TRF may aggregate their activity for purposes of determining eligibility for this volume based-discount. The comparison charge in proposed Rule 7002B is $0.0144 per side per 100 shares, with a minimum charge of 400 shares and a maximum charge of 7,500 shares. The Late Report fee is $0.288 per side, the Query charge is $0.50 per query, and the Corrective Transaction Charge is $0.25, paid by the reporting party or both parties, depending on the nature of the correction. The NASD/Nasdaq TRF will assess a compounding late charge of 1- 1/2 % per month for fees past due 45 days or more. In addition, NASD is proposing to adopt a transaction credit program under proposed NASD Rule 7001B with respect to trades reported to the NASD/Nasdaq TRF that would allow participants to share market data revenue associated with trades in stocks listed on the New York Stock Exchange (“Tape A”) and the American Stock Exchange (“Tape B”). Under the program, NASD members reporting trades in those stocks to the NASD/Nasdaq TRF will receive 50% of the market data revenue earned by the NASD/Nasdaq TRF with respect to those trade reports, after deducting any amounts that the NASD/Nasdaq TRF will be required to pay to the CTA for capacity usage. The credits are paid on a quarterly basis. The proposed transaction credit program is identical to Nasdaq's current transaction credit program for Tape A and Tape B stocks pursuant to NASD Rule 7010(b)(2) (Exchange-Listed Securities Transaction Credit). NASD is also proposing to adopt under new Rule 7001B an equivalent transaction credit program for securities listed on the Nasdaq Stock Market (“Tape C”). The proposed program for Tape C stocks is not identical to the existing Tape A and B programs because there is a difference in the manner in which the underlying Tape A and Tape B revenue versus Tape C revenue is distributed to NASD and the exchanges. Tape A and Tape B revenue is currently distributed to NASD and exchanges based on the number of trades reported, while Tape C revenue is distributed based on an average of number of trades and number of shares reported. There is no difference, however, in the manner in which members will share in Tape A and B revenue versus Tape C revenue because the proposed rule language bases the credits on the pro rata share of revenue attributable to a member's trade reports. Thus, a member will receive 50% of the revenue attributable to its trade reports in each of the three tapes. The proposed transaction credit program for Tape C stocks is identical to the National Stock Exchange's (“NSX”) existing Tape C program. The NSX's program provides a 50% transaction credit on revenue generated by transactions in Tape C securities and is allocated to members on a pro rata basis based upon the Tape C revenue generated by such member. 8 8 *See* Securities Exchange Act Release No. 53860 (May 24, 2006), 71 FR 31250 (June 1, 2006)(SR-NSX-2006-07). NASD has filed the proposed rule change for immediate effectiveness. NASD proposes that the proposed rule change, with respect to Nasdaq-listed securities, will be implemented as of August 1, 2006, the day on which the NASD/Nasdaq TRF commenced operating with respect to such securities. NASD proposes to implement the proposed rule change with respect to non-Nasdaq exchange-listed securities when the NASD/Nasdaq TRF receives Commission approval and commences operation with respect to such securities. 2. Statutory Basis NASD believes that the proposed rule change is consistent with the provisions of Section 15A of the Act, 9 in general, and with Section 15A(b)(5) of the Act, 10 in particular, which requires, among other things, that NASD rules provide for the equitable allocation of reasonable dues, fees and other charges among members and issuers and other persons using any facility or system that NASD operates or controls. NASD believes that the proposed rule change is a reasonable and equitable fee and credit structure in that the proposed fees are identical to pre-existing fees established by Nasdaq during its operation as a facility of NASD and the credits are identical to pre-existing credits established by Nasdaq and the NSX. 9 15 U.S.C. 78 *o* -3. 10 15 U.S.C. 78 *o* -3(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition NASD 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 Because the foregoing proposed rule change does not:

(i)Significantly affect the protection of investors or the public interest;

(ii)impose any significant burden on competition; and

(iii)become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act 11 and Rule 19b-4(f)(6) thereunder. 12 At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 11 15 U.S.C. 78s(b)(3)(A). 12 17 CFR 240.19b-4(f)(6). NASD has requested that the Commission waive the 30-day operative delay contained in Rule 19b-4(f)(6)(iii) under the Act 13 because the NASD/Nasdaq TRF commenced operating with respect to Nasdaq-listed securities on August 1, 2006. In light of the foregoing, the Commission believes such waiver is consistent with the protection of investors and the public interest. Accordingly, the Commission designates the proposal to be effective and operative upon filing with the Commission. 14 13 17 CFR 240.19b-4(f)(6)(iii). 14 For purposes only of waiving the 30-day operative delay of this proposal, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-NASD-2006-090 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-NASD-2006-090. 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 office of the NASD. 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-NASD-2006-090 and should be submitted on or before September 19, 2006. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 15 Nancy M. Morris, Secretary. 15 17 CFR 200.30-3(a)(12). [FR Doc. E6-14297 Filed 8-28-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54346; File No. SR-NYSE-2006-62] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to the Extension of the Pilot Program Amending Listed Company Manual Section 102.01A August 22, 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 August 18, 2006, the New York Stock Exchange LLC (“NYSE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Exchange filed the proposed rule change pursuant to Section 19(b)(3)(A) of the Act 3 and Rule 19b-4(f)(6) thereunder, 4 which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A). 4 17 CFR 240.19b-4(f)(6). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange has amended on a three month pilot program basis (“Pilot Program”) Section 102.01A of the Exchange's Listed Company Manual (“Manual”) regarding minimum numerical standards. The Pilot Program is due to expire on August 31, 2006. The Exchange proposes to extend the Pilot Program until the earlier of:

(i)November 30, 2006; or

(ii)the approval by the Commission of the Exchange's proposed permanent amendment to Section 102.01A. The text of the proposed rule change is available on the Exchange's Web site ( *http://www.nyse.com* ), at the Exchange's Office of the Secretary, 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 The Exchange has amended, through the Pilot Program, 5 Section 102.01A of the Manual regarding minimum numerical standards. The Exchange has also filed a proposed rule change 6 seeking to make permanent the Pilot Program's amendments to Section 102.01A of the Manual. The Pilot Program is due to expire on August 31, 2006. 7 The Exchange proposes to extend the Pilot Program until the earlier of:

(i)November 31, 2006; or

(ii)the Commission's approval of the proposed permanent amendment to Section 102.01A of the Manual. 5 *See* Securities Exchange Act Release No. 52887 (December 5, 2005), 70 FR 73501 (December 12, 2005) (File No. SR-NYSE-2005-82). 6 *See* File No. SR-NYSE-2006-22, filed with the Commission on March 20, 2006. 7 *See* Securities Exchange Act Release No. 53777 (May 9, 2006), 71 FR 28059 (May 15, 2006) (File No. SR-NYSE-2006-27). 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with the requirement under Section 6(b)(5) of the Act 8 that an Exchange have rules that are designed to prevent fraudulent and manipulative acts and practices, 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. 8 15 U.S.C. 78f(b)(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 The Exchange has neither solicited nor received written comments on the proposed rule change, as amended. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change does not:

(1)Significantly affect the protection of investors or the public interest;

(2)impose any significant burden on competition; and

(3)become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest, the proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 9 and Rule 19b-4(f)(6) thereunder. 10 9 15 U.S.C. 78s(b)(3)(A). 10 17 CFR 240.19b-4(f)(6). A proposed rule change filed under Rule 19b-4(f)(6) 11 normally does not become operative prior to 30 days after the date of filing. However, Rule 19b-4(f)(6)(iii) permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has requested that the Commission waive the five-day pre-filing requirement and the 30-day operative delay, as specified in Rule 19b-4(f)(6)(iii), and designate the proposed rule change immediately operative. 11 *Id.* The Commission believes that waiving the five-day pre-filing provision and the 30-day operative delay is consistent with the protection of investors and the public interest. 12 By waiving the pre-filing requirement and 30-day operative date, the Pilot Program can continue without interruption. At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate such proposed rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 12 For purposes of waiving the operative date of this proposal, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-NYSE-2006-62 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSE-2006-62. 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 office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NYSE-2006-62 and should be submitted on or before September 19, 2006. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 13 13 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E6-14300 Filed 8-28-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54350; File No. SR-NYSE-2006-64] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change and Amendment No. 1 Thereto To Amend Section 102.01 of the Listed Company Manual To Reduce its Distribution Requirements for Companies Listing Common Equity Securities in Connection with an IPO, Transfer or Quotation August 22, 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 August 18, 2006, the New York Stock Exchange LLC (“NYSE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Exchange has designated the proposed rule change as constituting a “non-controversial” rule change under Section 19(b)(3)(A)(iii) of the Act, 3 and Rule 19b-4(f)(6) thereunder, 4 which renders the proposal effective upon filing with the Commission. On August 21, 2006, the Exchange filed Amendment No. 1 to the proposed rule change. 5 The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A)(iii). 4 17 CFR 240.19b-4(f)(6). 5 In Amendment No. 1, the NYSE made clarifying changes to the Purpose Section of the Exchange's 19b-4 filing. *See* Amendment No. 1. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The NYSE proposes to amend Section 102.01A of the NYSE's Listed Company Manual (the “Manual”) to reduce its distribution requirements from 2,000 to 400 round lot U.S. holders for companies listing common equity securities in connection with an initial public offering (“IPO”), transfer or quotation. The text of the proposed rule change is available on the NYSE's Web site ( *http://www.nyse.com* ), at the NYSE's Office of the Secretary, 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. 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 Section 102.01A of the Manual sets out minimum distribution requirements for size and volume that must be met in order for U.S. companies to list common equity securities. The Exchange proposes to amend Section 102.01A of the Manual to reduce its distribution requirements from 2,000 to 400 round lot U.S. holders for companies listing common equity securities in connection with an IPO, transfer or quotation. As amended, Section 102.01A of the Manual would continue to allow the Exchange to include all North American holders toward the 400 round lot U.S. holder threshold under Section 102.01B when considering a listing application from a company organized under the laws of Canada, Mexico or the United States. In addition, all other financial standards included in the distribution requirements will remain the same. Generally speaking, U.S. companies that are listing equity securities in connection with an IPO, transfer or quotation must demonstrate that a security to be listed is held by a minimum of 2,000 round lot U.S. holders. 6 Under Section 102.01B, when considering a listing application from a company organized under the laws of Canada, Mexico or the United States, the Exchange will include all North American holders and North American trading volume in applying the minimum holder threshold. 7 All U.S. companies listing common equity securities must also demonstrate that there are at least 1,100,000 publicly held shares outstanding at the time of listing. 6 A quotation is the listing of a foreign private issuer without a concurrent offering. 7 The Exchange currently has a pilot program in effect that establishes a 400 round lot holder requirement for companies listing following emergence from bankruptcy or which are affiliated with listed companies. *See* Exchange Act Release No. 52887 (December 5, 2005), 70 FR 73501 (December 12, 2005) (SR-NYSE-2005-82). The Exchange has filed a proposed rule change to extend this pilot (SR-NYSE-2006-62). According to the Exchange, the current 2,000 round lot U.S. holder threshold was established several decades ago when the composition of the investor population was such that the Exchange anticipated that specialists might be called upon to play more of a role in providing necessary liquidity in its stocks. In the NYSE's view, the Exchange's current round lot holder requirement helped facilitate an environment in which there would be healthy liquidity in an issuer's stock independent of the specialist. Because both retail and institutional participation in the marketplace have grown tremendously over the last few decades, the Exchange now believes that it is less necessary to require such a large number of round lot holders. The Exchange notes that other U.S. markets currently require fewer round lot holders than the Exchange currently does, and that the Exchange has not had any negative experience with its current, albeit limited, pilot program. 8 The Exchange notes that the reduced requirement meets the requirements set forth in Rule 3a51-1 under the Exchange Act. 9 8 *See* , *e.g.* , Nasdaq Stock Market LLC Marketplace Rule 4420 (requiring 400 round lot holders). 9 17 CFR 240.3a51-1. 2. Statutory Basis The Exchange believes that the basis under the Act for this proposed rule change, as amended, is the requirement under Section 6(b)(5) 10 that an exchange have rules that are designed to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, 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. 10 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change, as amended, 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 The Exchange has neither solicited nor received written comments on the proposed rule change, as amended. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the proposed rule change, as amended:

(i)Does not significantly affect the protection of investors or the public interest;

(ii)does not impose any significant burden on competition; and

(iii)does not become operative for 30 days after the date of the filing, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest, the proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 11 and Rule 19b-4(f)(6) thereunder. 12 11 15 U.S.C. 78s(b)(3)(A). 12 17 CFR 240.19b-4(f)(6). Pursuant to Rule 19b-4(f)(6)(iii) under the Act, the Exchange is required to give the Commission written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has requested that the Commission waive the 5-day pre-filing notice requirement. The Commission has determined to waive this requirement. A proposed rule change filed under Rule 19b-4(f)(6) 13 normally does not become operative prior to thirty days after the date of filing. NYSE requests that the Commission waive the 30-day operative delay, as specified in Rule 19b-4(f)(6)(iii), and designate the proposed rule change to become operative immediately. The Commission hereby grants the request. The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest because the extension will allow NYSE to have substantially similar distribution requirements to other Exchanges and does not unduly burden the marketplace. 14 For these reasons, the Commission designates the proposed rule change, as amended, as effective and operative immediately. 13 17 CFR 240.19b-4(f)(6). 14 For purposes only of waiving the operative delay for this proposal, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). At any time within 60 days of the filing of the proposed rule change, as amended, the Commission may summarily abrogate such proposed rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 15 15 For purposes of calculating the 60-day period within which the Commission may summarily abrogate the proposed rule change, as amended, under Section 19(b)(3)(C) of the Act, the Commission considers the period to commence on August 21, 2006, the date on which the Exchange submitted Amendment No. 1. *See* 15 U.S.C. 78s(b)(3)(C). 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-NYSE-2006-64 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-NYSE-2006-64. 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-NYSE-2006-64 and should be submitted on or before September 19, 2006. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 16 16 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E6-14307 Filed 8-28-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54344; File No. SR-NYSE-2005-68] Self-Regulatory Organizations; New York Stock Exchange, Inc. (n/k/a New York Stock Exchange LLC); Order Approving Proposed Rule Change and Amendment No. 1 Thereto, and Notice of Filing and Order Granting Accelerated Approval to Amendment No. 3, Relating to Annual Financial Statement Distribution Requirements and Listed Company Manual Sections 103.00, 202.05, 203.00, 203.01, 203.02, 203.03, 204.00 Through .33, 303A.14, 313.00, 401.04, and 703.09 August 21, 2006. I. Introduction On September 30, 2005, the New York Stock Exchange LLC (“NYSE” 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 relating to the Exchange's annual financial statement distribution requirements and Listed Company Manual Sections 103.00, 202.05, 203.00, 203.01, 203.02, 203.03, 204.00 through .33, 303A.14, 313.00, 401.04, and 703.09. On June 9, 2006, the Exchange submitted Amendment No. 1 to the proposed rule change. 3 The proposed rule change, as amended, was published for comment in the **Federal Register** on June 29, 2006. 4 The Commission received five comments regarding the proposal. 5 On August 10, 2006, the Exchange filed Amendment No. 3 to the proposed rule change. 6 On August 11, 2006, the Exchange submitted a letter to the Commission responding to the comments. 7 This order approves the proposed rule change, as amended by Amendments Nos. 1 and 3, provides notice of Amendment No. 3, solicits comments from interested persons on Amendment No. 3, and grants accelerated approval of Amendment No. 3. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 *See* Amendment No. 1 dated June 9, 2006 (“Amendment No. 1”). In Amendment No. 1, the Exchange eliminated from the present filing other proposed rule changes to Section 103 and 302 of the Listed Company Manual, and clarified certain details of its proposal. 4 *See* Securities Exchange Act Release No. 54029 (June 21, 2006), 71 FR 37147 (June 29, 2006) (“Notice”). 5 *See* Letter from Richard J. Daly, Group Co-President, ADP Brokerage Services Group (“ADP”), to Nancy M. Morris, Secretary, Commission, dated July 20, 2006 (“ADP Letter”); Letter from Dorothy M. Donohue, Associate Counsel, Investment Company Institute, to Nancy M. Morris, Secretary, Commission, dated July 20, 2006 (“ICI Letter”); Letter from David P. Cosper, Chief Financial Officer, Executive Vice President, Sonic Automotive, Inc., to Nancy M. Morris, Secretary, Commission, dated July 6, 2006 (“Sonic Letter”); Letter from Philip Broadley, Chair, The Hundred Group of Finance Directors, and Mark Harding, Chair, General Counsel 100 Group, to Nancy M. Morris, Secretary, Commission, dated June 19, 2006 (“Hundred Group Letter”); Letter from Scott Lamb, Vice President, Investor Relations, Coeur d'Alene Mines Corporation, to Jonathan G. Katz, Secretary, Commission, dated October 18, 2005 (“Coeur Letter”). 6 *See* Amendment No. 3 dated August 10, 2006 (“Amendment No. 3”). In Amendment No. 3, the Exchange modified the proposed rule language in Section 303A.14 in response to the ICI Letter. ICI recommended that the Exchange modify the proposed rule change to make it clear that investment companies that do not have their own Web sites can use a related Web Site. *See infra* Part III. In Amendment No. 3, the Exchange also modified the proposed rule change to require that when a listed company issues a press release announcing the filing of its annual report with the Commission, that this press release also state the Web site where shareholders may access the annual report. The Exchange submitted Amendment No. 2 to the Commission on August 4, 2006 and withdrew Amendment No. 2 on August 10, 2006. 7 *See* Letter from Mary Yeager, Assistant Secretary, NYSE, to Nancy M. Morris, Secretary, Commission, dated August 11, 2006 (“NYSE Response Letter”). II. Description of the Proposal The Exchange proposes to amend Section 203.01 of the Listed Company Manual to allow a listed company to satisfy NYSE's annual financial statement distribution requirement by making the company's annual report on Form 10-K, 20-F, 40-F or N-CSR available on or by a link through its corporate Web site. In Amendment No. 3, the Exchange modified the proposal to provide that in the case of a listed company that is a closed-end fund, if the company does not maintain its own Web site, the company may utilize a Web site that the company is allowed to use to satisfy the Web site posting requirement in Rule 16a-3(k) of the Act. 8 Included with this link or posting, the listed company must also include a prominent undertaking in English that it would deliver a paper copy of the company's complete audited financial statements free of charge to any shareholder who requests it. The Exchange would also require a listed company to issue a press release simultaneously with its Web site posting stating that its annual report has been filed with the Commission. This press release must also specify the company's Web site address 9 and indicate that shareholders have the ability to receive a hard copy of the company's complete audited financial statements free of charge upon request within a reasonable period of time. 8 17 CFR 240.16a-3(k) states, in pertinent part, that: “In the case of an issuer that is an investment company that does not maintain its own Web site; if any of the issuer's investment advisor, sponsor, depositor, trustee, administrator, principal underwriter, or any affiliated person of the investment company maintains a Web site that includes the name of the issuer, the issuer shall comply with the posting requirements by posting the forms on one such Web site.” *See also* Amendment No. 3, *supra* note 6. 9 *See* Amendment No. 3, *supra* note 6. The Exchange also proposes to amend Section 203.01 of the Listed Company Manual to eliminate the following provisions:

(i)That a company inform the NYSE if it is unable to file its annual report with the Commission in a timely manner;

(ii)that a company notify the NYSE prior to the filing deadline if it will not file its annual report with the Commission on time, as well as the language setting out the date by which a company must distribute its annual report once the late annual report has been filed with the Commission;

(iii)the Exchange's requirements regarding the content of annual reports and annual financial statements; and

(iv)requirements regarding the publication and distribution of annual financial statements. 10 The Exchange also proposes to amend Section 203.02 of the Listed Company Manual to consolidate and summarize the Exchange's reporting requirements for interim financial statements and to eliminate those provisions of Section 203.02 of the Listed Company Manual that are no longer applicable or that do not contain actual listing requirements. 11 10 *See* Notice at 37148-49. 11 *See id.* at 37149-50. The Exchange also proposes to amend Section 103.00 of the Listed Company Manual to eliminate the requirement that foreign private issuers distribute to shareholders at least a summary annual report that includes summary financial information reconciled to U.S. generally accepted accounting principles and provide a full annual report to shareholders upon request, as well the requirement that a company that proposes to distribute a summary annual report contact an Exchange representative to determine whether the proposed use of the summary annual report meets the Exchange's requirements. NYSE also proposes to eliminate language from the first and sixth paragraphs of Section 103.00 of the Listed Company Manual to the extent that such language does not set forth actual listing requirements. 12 12 *See id.* at 37147-48. The Exchange also proposes conforming amendments to Sections 202.05, 203.03, 204.00 through .33 and 313.00 of the Listed Company Manual. 13 These amendments include renumbering of sections and the elimination of references to annual report obligations throughout the Listed Company Manual, including with respect to procedures relating to the distribution of annual reports. 13 *See id.* at 37148, 37150-51. The Exchange also proposes to amend Section 204.00 of the Listed Company Manual to consolidate the requirements for companies to provide notice to and file certain documents with the Exchange. 14 In particular, the Exchange proposes to limit the need for companies to provide information to the Exchange that is available via the Commission's Electronic Data Gathering Analysis and Retrieval (EDGAR) system. The Exchange also proposes to eliminate certain explanatory language from Section 204.00 of the Listed Company Manual that the Exchange represented to be superfluous as a result of the proposed changes. 14 *See id.* at 37150-51. The Exchange also proposes to add a new Section 303A.14 to the Listed Company Manual that specifically requires listed companies to have and maintain a Web site. 15 This proposed section also includes the information required under Section 303A of the Listed Company Manual that listed companies must post to their Web sites, including committee charters, corporate governance guidelines and their code of business conduct and ethics. In Amendment No. 3, the Exchange modified the proposal to provide that in the case of a listed company that is a closed-end fund, if the company does not maintain its own Web site, the company may utilize a Web site that the company is allowed to use to satisfy the Web site posting requirement in Rule 16a-3(k) of the Act. 16 15 *See id.* at 37150-51. 16 *See id.* at 37151. The Exchange also proposes to eliminate Section 401.04 of the Listed Company Manual which provides guidance regarding the interval between the end of a listed company's fiscal year and its annual meeting of shareholders. 17 Lastly, the Exchange proposes to amend Section 703.09 of the Listed Company Manual to eliminate requirements relating to the disclosure of options, stock purchase and other remuneration plans. 18 17 *See id.* at 37152. 18 *See id.* III. Comments The Commission received five comment letters regarding the proposal. 19 Four comment letters supported the Exchange's proposed rule change. The ICI stated that the Exchange's proposal was “highly appropriate” given the tremendous growth in the Internet and its importance to investors as an information source. 20 The ICI also stated that internet access provides a more efficient way to access the reports, as well the ability to search in the reports for information of particular interest to investors. Finally, the ICI recommended that in the case of an investment company that does not maintain its own Web site, the investment company make its annual report available on, or by a link through, a Web site maintained, for example, by the company's investment adviser. 21 19 *See Supra* note 5. 20 ICI Letter, *supra* note 5. 21 *Id.; see also* Amendment No. 3, *Supra* note 6. Another commenter, Sonic Automotive, an NYSE-listed company, commented that it was sensible to deliver information in the most expeditious and efficient manner in a day and age of instant communications. 22 Coeur d'Alene Mines Corporation, also an NYSE-listed company, expressed support for the proposal, citing its own experience that most investors prefer the immediacy and ease of access associated with electronic delivery, and that the rule change would permit it to materially reduce costs associated with distributing the annual report. 23 This commenter also noted that the company's annual report and other Commission filings are already routinely available on or through the company's Web site, and on other sites such as EDGAR, long before they are available through mass mailings or individual mailings. In this regard, the commenter noted that each year's newly published annual report is already “old news” by the time it arrives in an investor's mailbox. Another commenter expressed the view that shareholders prefer immediately available electronic information, and that hard copies provided later are of limited use. 24 Moreover, this commenter stated that these benefits would be achieved while allowing for a “significant” cost reduction for foreign private issuers listed on the Exchange. 22 Sonic Automotive Letter, *supra* note 5. 23 Coeur Letter, *supra* note 5. 24 Hundred Group Letter, *supra* note 5. This commenter also noted that its clientele, many publicly traded United Kingdom companies, must incur the costs of distributing two annual reports to shareholders, one consisting of the annual report and accounts required under the relevant U.K. laws, and the other containing financial statements reconciled to U.S. GAAP. One commenter, ADP, opposed the proposed rule change. 25 ADP argued that the Exchange's proposal to eliminate the annual financial statement distribution requirement in Section 203.01 of the Listed Company Manual could have adverse affects on U.S. holders of securities of NYSE-listed foreign private issuers. ADP expressed a broad concern regarding the “access equals delivery” model upon which the proposed amendments are based, and stated that the Exchange has proposed making the change to Section 203.01 in the absence of any meaningful data supporting its underlying premise. ADP disagrees with the Exchange's belief that the vast majority of people in this country that review company financials access them online—either through the company's own Web site, EDGAR, or some other service provider. In particular, ADP asserted that

(i)fewer shareholders would have access to annual financial statements,

(ii)fewer shareholders would look at annual financial statements,

(iii)more votes being cast without the benefit of financial statement review, and

(iv)costs would be shifted to shareholders. 26 25 ADP Letter, *supra* note 5. 26 *Id.* The Exchange responded by stating that the Commission did not receive any negative comment letters from a retail or institutional investor with respect to the proposed rule change. 27 The Exchange also noted that the proposed rule change would not confine investors to online access. Rather, the Exchange explained that the proposed rule requires listed companies to issue a press release to inform investors that the annual report filed with the Commission is available on the listed company's Web site, and that the Exchange will also require that shareholders have the ability to receive a hard copy of the complete audited financial statements free of charge upon request within a reasonable period of time. Finally, the NYSE noted that the proposed rule change simply provides listed companies with an alternative to physical delivery, and that a listed company may continue to physically distribute an annual report if it wishes to do so. 27 *See* NYSE Response Letter, *supra* note 7. IV. Discussion After careful consideration of the proposal and the comments received, 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 Specifically, the Commission finds that the proposal, as amended, is consistent with Section 6(b)(5) of the Act, 29 which requires, among other things, that the rules of a national securities exchange be designed 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. 28 In approving this proposal, the Commission has considered its impact on efficiency, competition and capital formation. 15 U.S.C. 78c(f). 29 15 U.S.C. 78f(b)(5). With respect to the Exchange's proposal to amend Section 203.01 of its Listed Company Manual to allow companies to satisfy the Exchange's annual financial distribution requirement by making the company's annual report on Form 10-K, 20-F, 40-F or N-CSR available on its corporate Web site, the Exchange and several of the commenters have stated that the new rule will be a more efficient way for listed companies to deliver, and shareholders to utilize, annual financial statements. 30 The Commission believes that electronic delivery may offer shareholders immediate access to financial information and greater ability to search such information. The Commission also believes that the proposed rule change may lead to significant cost savings for listed companies, savings that will ultimately accrue to those companies' shareholders. 30 The Commission notes that because U.S. companies listed on the Exchange must still distribute annual financial information as required by the Commission's proxy solicitation rules, the Exchange's proposed rule change will currently have minimal impact on U.S. issuers. *See* 17 CFR 240.14a-3. For foreign private issuers listed on the Exchange, however, the proposed rule change will eliminate the only mandated physical distribution requirement for annual financial statements. The Commission also notes the concern raised by ADP that such an approach may have the unintended effect of preventing certain shareholders from obtaining annual financial information from listed companies. 31 The Commission believes, however, that this risk is minimized by virtue of the fact that the proposed rule change requires the listed company to issue a press release simultaneously with the posting of the annual report stating that the annual report is available, listing the Web site where the annual report may be accessed, and requiring the listed company to send paper copies to those shareholders that request one within a reasonable time at no charge. The Commission believes that it is reasonable to assume that individual shareholders will follow the public announcements of those companies in which they own stock, and that these shareholders will either be able to access the Web site with the annual report or request a free paper copy if they wish. Further, as noted by one commenter on the proposal, 32 because of existing Internet and EDGAR access to annual reports, the information received in hard copy can be “old news.” Indeed, information in the annual report can already be incorporated into the market price of the listed company's stock by the time investors receive the hard copy. 33 31 *See* ADP Letter, *supra* note 5. 32 Coeur Letter, *supra* note 5. 33 The Commission also notes that in its response letter, the NYSE stated that all of the comment letters, with the exception of ADP's comment letter, were positive, that there were no negative comments from individual or institutional investors, and that the proposed rule change provides listed companies with an alternative to physical delivery, but that listed companies may continue to physically distribute annual reports if they so wish. ADP also expressed concern that the proposed rule change is based upon an “access equals delivery” model of disclosure. 34 The Commission notes that it considered the NYSE's elimination of its annual report distribution requirement for listed companies under Section 19(b) of the Act. 35 The Commission's determination of what constitutes an appropriate SRO rule under Section 19(b) of the Act is distinct from the Commission's consideration of rulemaking under the Act, and will not have any impact on the Commission's consideration of the proposal concerning amendments to the proxy rules. 36 34 ADP Letter, *supra* note 5. 35 Section 19(b)(2) of the Act states, in pertinent part, that: “The Commission shall approve a proposed rule change of a self-regulatory organization if it finds that such proposed rule change is consistent with the requirements of this title and the rules and regulations thereunder applicable to such organization.” 15 U.S.C. 78s(b)(2). 36 *See* Securities Exchange Act Release No. 52926 (December 8, 2005), 70 FR 74598 (December 15, 2005) (proposing amendments to the proxy rules that would provide an alternative method for issuers and other persons to furnish proxy materials to shareholders by posting them on an Internet Web site and providing shareholders with notice of the availability of the proxy materials with copies being made available to shareholders on request, at no cost). In connection with the Exchange's proposed amendments to the annual financial distribution requirements in Section 203.01 of the Listed Company Manual, the Commission notes that the Exchange has proposed conforming amendments to Section 203.01 and other sections of the Listed Company Manual. For example, the Exchange's proposal would also eliminate the requirements currently contained in Section 203.01 that detail the procedures for physical distribution of the annual financial statements as well as the notice requirement that companies have followed if they could not meet these physical distribution requirements. 37 Additionally, the Exchange proposes to eliminate provisions in Section 203.01 of the Listed Company Manual that detail the form and substance of the annual financial statements. 38 The Commission notes that the Exchange has represented that the notice requirement for companies that fail to distribute annual financial statements is no longer necessary because the Exchange monitors listed companies for timely filing of their Commission reports on an ongoing basis. 39 Given this monitoring, and the Exchange's representation that it monitors listed companies for timely filing on an ongoing basis, the Commission believes this aspect of the proposed rule change is reasonable. The Commission believes that the Exchange's deletion of the provisions of Section 203.01 of the Listed Company Manual regarding the form and substance of the annual financial statements eliminates duplicative, and potentially confusing, disclosure requirements for companies that are fully described in the Act. 40 37 *See* Notice at 37148. 38 *Id* . 39 *See* Notice at 37153 (stating that the Exchange monitors listed companies for timely filing of their Commission reports on an ongoing basis). 40 *See* , *e.g.* , 17 CFR 210.1-01 *et seq* . The Exchange also proposes to amend Section 103.00 of the Listed Company Manual to eliminate the requirement that foreign private issuers distribute at least summary annual reports to shareholders. The elimination of this requirement is consistent with the Exchange's proposal in Section 203.01 of the Listed Company Manual because the Exchange is no longer requiring companies to physically distribute annual financial information to shareholders. The Commission notes that the Exchange's proposal would still require foreign private issuers to send hard copies of the annual financial statements to shareholders, free of charge, upon request, within a reasonable period of time. The Exchange also proposes to delete Section 401.04 from the Listed Company Manual. In approving this portion of the proposed rule change, the Commission notes that the Exchange has specifically stated that it is not disavowing that best practice is for a listed company to hold its annual meeting within a reasonable time after the close of the company's fiscal year. 41 While the Commission also agrees that best practice is for a listed company to hold its annual meeting within a reasonable time after the close of its fiscal year, the Commission believes that it is not unreasonable for the Exchange to eliminate from the Listed Company Manual language that is, by its express terms, not an enforceable requirement, both to prevent confusion amongst listed companies and to reduce the Listed Company Manual to a codification of mandatory requirements for listed companies. 41 *See* Notice, 71 FR at 37154 (stating that the Exchange is not disavowing that best practice is to hold the annual meeting within a reasonable interval after the close of the fiscal year). Lastly, the Exchange proposes to eliminate certain provisions of Section 703.09 of the Listed Company Manual regarding disclosure of options, stock purchase and other remuneration plans. The Commission believes the Exchange's deletion of these provisions from Section 703.09 of the Listed Company Manual is consistent with the Act since it eliminates duplicative, and potentially confusing, disclosure requirements for companies that are already more fully described in the Act. 42 42 *See* , *e.g.* , 17 CFR 229.201(d) and 17 CFR 229.402. Notice of Filing of and Order Granting Accelerated Approval to Amendment No. 3 to the Proposed Rule Change In Amendment No. 3, the Exchange modified the proposal to provide that in the case of a listed company that is a closed-end fund, if the company does not maintain its own Web site, the company may utilize a Web site that the company is allowed to use to satisfy the Web site posting requirement in Rule 16a-3(k) of the Act. 43 The Exchange also added a requirement that when a company issues the press release announcing that its annual report has been filed, it must also specify in the press release the Web site address where shareholders may access the annual report. 44 43 17 CFR 240.16a-3(k); *see also* Amendment No. 3, *supra* note 6. 44 *See* Amendment No. 3, *supra* note 6. The changes proposed by the Exchange in Amendment No. 3 respond to a concern raised by the ICI and are designed to ensure that the proposed rule change works as intended with respect to investment companies. 45 The proposed change also improves the press release proposal by requiring that the Web site address where financial statement can be accessed be included in the press release. The Commission believes that these proposed changes strengthen the proposed rule change and do not raise any new regulatory issues beyond those raised by the original proposal. Therefore, the Commission finds good cause, consistent with Sections 19(b) and 6(b)(5) of the Act, to approve Amendment No. 3 to the proposed rule change prior to the 30th day after the amendment is published for comment in the **Federal Register** . 45 The Commission notes that in its comment letter, the ICI's proposed modifications to Section 303A.14 referred to “investment companies,” whereas the Exchange's proposed rule text contained in Amendment No. 3 refers to “closed-end funds.” *See* ICI Letter, *supra* note 5; *see also* Amendment No. 3, *supra* note 6. The Exchange has represented that the reason that it made this change to the ICI's suggested language is because under the Exchange's rules, the only listed “investment companies” to which the proposed rule change can apply are closed-end funds. *See* Telephone Conference between Annmarie Tierney, Assistant General Counsel, NYSE, and Raymond Lombardo, Special Counsel, Division of Market Regulation, Commission, on August 14, 2006. V. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning Amendment No. 3, including whether Amendment No. 3 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 No. SR-NYSE-2005-68 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 No. SR-NYSE-2005-68. 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 will also be available for inspection and copying at the principal office of the NYSE. 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 No. SR-NYSE-2005-68 and should be submitted on or before September 19, 2006. VI. Conclusion *It is therefore ordered* , pursuant to Section 19(b)(2) of the Act, 46 that the proposed rule change (SR-NYSE-2005-68), as amended, is approved. 46 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 47 47 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E6-14276 Filed 8-28-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54348; File No. SR-NYSEArca-2006-47] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Amendment No. 1 Thereto of Proposed Rule Change Relating to Voluntary Withdrawal Procedures by Listed Issuers August 22, 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 August 4, 2006, NYSE Arca, Inc. (“NYSE Arca” 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 August 17, 2006, the Exchange 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 In Amendment No. 1, the Exchange replaced Exhibit 5 with the correct rule text and corrected a typographical error in the heading of Exhibit 1. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change NYSE Arca, through its wholly-owned subsidiary NYSE Arca Equities, Inc. (“NYSE Arca Equities” or “Corporation”), proposes to amend NYSE Arca Equities Rule 5.4(b) relating to the voluntary withdrawal by issuers of their securities listed on NYSE Arca, L.L.C. (also referred to as the “NYSE Arca Marketplace”), the equities trading facility of NYSE Arca Equities, including with respect to dually-listed issuers. Below is the text of the proposed rule change, as amended. Proposed new language is *italics* ; proposed deletions are in brackets. Rule 5 Listings [Issuer Proposing to Withdraw] Rule 5.4(b). Issuer Proposing to Withdraw [An issuer proposing to withdraw a security from listing on the Corporation shall submit to the Corporation a certified copy of a resolution adopted by the board of directors of the issuer authorizing withdrawal from listing and registrations, a letter from an authorized officer of the issuer providing the specific reasons cited by the board of directors of the issuer for the proposed withdrawal, and a copy of the Form 25 that the issuer has filed with the Securities and Exchange Commission in accordance with Rule 12d2-2 promulgated under Section 12(d) of the Securities Exchange Act of 1934, as amended, no later than the date of such filing. The issuer may be required, under special circumstances, to submit the proposed withdrawal to the shareholders for their vote at a meeting for which proxies are solicited provided the security is not also listed on another exchange having similar requirements.] *An issuer may delist a security from the Exchange after its board approves the action and the issuer

(i)furnishes the Exchange with a copy of the Board resolution authorizing such delisting certified by the secretary of the issuer and

(ii)complies with all of the requirements of Rule 12d2-2(c) under the Securities Exchange Act of 1934. The issuer must thereafter file a Form 25 with the Securities and Exchange Commission to withdraw the security from listing on the Exchange and from registration under the Securities Exchange Act of 1934. In addition, the issuer must provide a copy of the Form 25 to the Exchange simultaneously with the filing of such Form 25 with the Securities and Exchange Commission. If an issuer delists a class of stock from the Exchange pursuant to this Rule, but does not delist other classes of listed securities, the Exchange will give consideration to delisting one or more of such other classes.* *If, however, an issuer proposing to withdraw from listing is also listed on a national securities exchange or the Nasdaq Stock Market (including the Nasdaq Capital Market or any successor thereto), it need not submit the board resolution required by Rule 5.4(b)(i) above, but, in lieu thereof, must provide a letter signed by an executive officer of the issuer setting forth the reasons for the proposed withdrawal. Such issuers must still otherwise comply with the other requirements of this Rule and Rule 12d2-2(c) under the Securities Exchange Act of 1934.* The *Exchange* [Corporation], upon receiving written notification of the issuer's intent to withdraw its securities from listing and registration, shall post notice of such intent on the Exchange's website by the next business day and until the delisting becomes effective. An issuer seeking to voluntarily apply to withdraw a class of securities from listing on NYSE Arca pursuant to this paragraph that has received notice from NYSE Arca, pursuant to Rule 5.3, Rule 5.5 or otherwise, that it is below NYSE Arca's continued listing policies and standards, or that is aware that it is below such continued listing policies and standards notwithstanding that it has not received such notice from NYSE Arca, must disclose that it is no longer eligible for continued listing (identifying the specific continued listing policies and standards with which it does not comply) in:

(i)Its statement of all material facts relating to the reasons for withdrawal from listing provided to NYSE Arca along with written notice of its determination to withdraw from listing required by Rule 12d2-2(c)(2)(ii) under the Exchange Act; and

(ii)its public press release and Web site notice required by Rule 12d2-2(c)(2)(iii) under the Exchange Act. 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 On March 7, 2006, Archipelago Holdings, Inc. and the New York Stock Exchange, Inc. completed the merger creating the NYSE Group, Inc. (“NYSE Group”). The NYSE Group is a holding company that operates, among other things, two securities exchanges: New York Stock Exchange LLC (“NYSE”) and NYSE Arca Marketplace. 4 In connection with the merger, NYSE Arca Marketplace examined its listings program, and determined to revitalize and refocus its primary listings program. In particular, with this filing, NYSE Arca proposes to:

(1)Substantially align its voluntary withdrawal requirements with those of the NYSE, 5 and

(2)eliminate—for all issuers listed on NYSE Arca, on the one hand, and either a national securities exchange or the Nasdaq Stock Market (including the Nasdaq Capital Market or any successor thereto), on the other hand (which will be referred to as “dually-listed issuers”)—the requirement set forth in the current NYSE Arca Equities Rule 5.4(b) that issuers which propose to withdraw a security from listing shall submit a certified copy of a resolution adopted by the board of directors authorizing withdrawal from listing and registration. Instead, a dually-listed issuer wishing to voluntarily withdraw will be required to submit a letter from an executive officer of the issuer setting forth the reasons for the proposed withdrawal. 4 The Commission notes that NYSE Group operates two national securities exchanges: NYSE and NYSE Arca. NYSE Arca Marketplace is a facility of NYSE Arca Equities. 5 For example, current Section 806.02 of the NYSE Listed Company Manual states that if an issuer delists a class of stock from NYSE but does not delist other classes of securities, NYSE will give consideration to the delisting of one or more of such other classes. Proposed NYSE Arca Equities Rule 5.4 will provide the Exchange with similar flexibility. The elimination of the board resolution requirement applies to dually-listed issuers only; the board resolution requirement will continue to apply to all issuers listed exclusively on NYSE Arca. Furthermore, all other requirements of NYSE Arca Equities Rule 5.4(b) will continue to apply to dually-listed issuers. The Exchange also notes that dually-listed issuers will still be required to comply with any applicable state laws. Additionally, based on informal discussions with its dually-listed issuers, NYSE Arca believes that removing the board resolution requirement will ease the process for any dually-listed issuer who wishes to voluntarily withdraw from NYSE Arca. Furthermore, the Exchange believes that the removal of this requirement would not create or raise any new or significant regulatory issues. While a dually-listed issuer will not be listed and traded on NYSE Arca following its withdrawal from the NYSE Arca Marketplace, the issuer will continue to be listed and traded on either a registered securities exchange or the Nasdaq Stock Market (or any successor thereto). Consequently, transparent last sale reporting information regarding trading in the issuer's securities will continue to be disseminated, and the continued listing and trading of such securities will remain subject to the same or substantially similar protections and requirements to which such listing and trading is currently subject on NYSE Arca. Moreover, in lieu of the board resolution requirement, an executive officer of the dually-listed issuer will be required to present a detailed rationale for the proposed withdrawal. In contrast, those issuers exclusively listed on NYSE Arca that wish to delist will continue to be required to comply with the board resolution requirement. 2. Statutory Basis The Exchange believes that the proposed rule change, as amended, is consistent with Section 6(b)(5) of the Act 6 because it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, and to remove impediments to and perfect the mechanism of a free and open market and a national market system. 6 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change, as amended, 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 The Exchange has neither solicited nor received written comments on the proposed rule change, as amended. 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. 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-NYSEArca-2006-47 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-NYSEArca-2006-47. 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 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-NYSEArca-2006-47 and should be submitted on or before September 19, 2006. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 7 7 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E6-14275 Filed 8-28-06; 8:45 am] BILLING CODE 8010-01-P SMALL BUSINESS ADMINISTRATION Reporting and Recordkeeping Requirements Under OMB Review AGENCY: Small Business Administration. ACTION: Notice of reporting requirements submitted for OMB review. SUMMARY: Under the provisions of the Paperwork Reduction Act (44 U.S.C. Chapter 35), agencies are required to submit proposed reporting and recordkeeping requirements to OMB for review and approval, and to publish a notice in the **Federal Register** notifying the public that the agency has made such a submission. DATES: Submit comments on or before September 28, 2006. If you intend to comment but cannot prepare comments promptly, please advise the OMB Reviewer and the Agency Clearance Officer before the deadline. *Copies:* Request for clearance (OMB 83-1), supporting statement, and other documents submitted to OMB for review may be obtained from the Agency Clearance Officer. ADDRESSES: Address all comments concerning this notice to: *Agency Clearance Officer,* Jacqueline White, Small Business Administration, 409 3rd Street, SW., 5th Floor, Washington, DC 20416; and *David_Rostker@omb.eop.gov,* fax number 202-395-7285 Office of Information and Regulatory Affairs, Office of Management and Budget. FOR FURTHER INFORMATION CONTACT: Jacqueline White, Agency Clearance Officer, *jacqueline.white@sba.gov*

(202)205-7044. SUPPLEMENTARY INFORMATION: *Title:* Statement of Personal History. *Form No:* 912. *Frequency:* On Occasion. *Description of Respondents:* Applicants for Assistance or Temporary Employment in Disaster. *Annual Responses:* 55,000. *Annual Burden:* 13,750. Jacqueline White, Chief, Administrative Information Branch. [FR Doc. E6-14351 Filed 8-28-06; 8:45 am] BILLING CODE 8025-01-P SMALL BUSINESS ADMINISTRATION [Disaster Declaration # 10569 and # 10570] Virginia Disaster # VA-00003 AGENCY: U.S. Small Business Administration. ACTION: Notice. SUMMARY: This is a notice of an Administrative declaration of a disaster for the Commonwealth of Virginia dated August 17, 2006. *Incident:* Severe Storms and Flooding. *Incident Period:* June 25, 2006 through June 30, 2006. *Effective Date:* August 17, 2006. *Physical Loan Application Deadline Date:* October 16, 2006. *Economic Injury

(EIDL)Loan Application Deadline Date:* May 17, 2007. ADDRESSES: Submit completed loan applications to: U.S. Small Business Administration, National Processing and Disbursement Center, 14925 Kingsport Road, Fort Worth, TX 76155. FOR FURTHER INFORMATION CONTACT: A. Escobar, Office of Disaster Assistance, U.S. Small Business Administration, 409 3rd Street, SW., Suite 6050, Washington, DC 20416. SUPPLEMENTARY INFORMATION: Notice is hereby given that as a result of the Administrator's disaster declaration, applications for disaster loans may be filed at the address listed above or other locally announced locations. The following areas have been determined to be adversely affected by the disaster: *Primary Counties:* Alexandria (City), Fairfax. *Contiguous Counties:* Virginia: Arlington, Fairfax (City), Falls Church (City), Loudoun, and Prince William. District of Columbia: District of Columbia. Maryland: Charles, Montgomery, and Prince George's. *The Interest Rates are:* Percent Homeowners with Credit Available Elsewhere 5.875 Homeowners without Credit Available Elsewhere 2.937 Businesses with Credit Available Elsewhere 7.763 Businesses & Small Agricultural Cooperatives without Credit Available Elsewhere 4.000 Other (Including Non-Profit Organizations) with Credit Available Elsewhere 5.000 Businesses and Non-Profit Organizations without Credit Available Elsewhere 4.000 The number assigned to this disaster for physical damage is 10569 6 and for economic injury is 10570 0. The States which received an EIDL Declaration # are Virginia, District of Columbia, and Maryland. (Catalog of Federal Domestic Assistance Numbers 59002 and 59008) Dated: August 17, 2006. Steven C. Preston, Administrator. [FR Doc. E6-14270 Filed 8-28-06; 8:45 am] BILLING CODE 8025-01-P DEPARTMENT OF TRANSPORTATION Office of the Secretary Application of Partner Aviation Enterprises D/B/A Empire Airways for Commuter Air Carrier Authorization AGENCY: Office of the Secretary, Department of Transportation. ACTION: Notice of Order to Show Cause (Order 2006-8-21); Docket OST-2006-24223. SUMMARY: The Department of Transportation is directing all interested persons to show cause why it should not issue an order finding Partner Aviation Enterprises d/b/a Empire Airways fit, willing, and able, and awarding it a commuter air carrier authorization to engage in scheduled passenger air transportation as a commuter air carrier. DATES: Persons wishing to file objections should do so no later than September 5, 2006. ADDRESSES: Objections and answers to objections should be filed in Docket OST-2006-24223 and addressed to U.S. Department of Transportation, Docket Operations, (M-30, Room PL-401), 400 Seventh Street, SW., Washington, DC 20590, and should be served upon the parties listed in Attachment A to the order. FOR FURTHER INFORMATION CONTACT: Lauralyn J. Remo, Air Carrier Fitness Division (X-56, Room 6401), U.S. Department of Transportation, 400 Seventh Street, SW., Washington, DC 20590,

(202)366-9721. Dated: August 22, 2006. Michael W. Reynolds, Acting Assistant Secretary for Aviation and International Affairs. [FR Doc. E6-14330 Filed 8-28-06; 8:45 am] BILLING CODE 4910-9X-P DEPARTMENT OF TRANSPORTATION Office of the Secretary [Docket No. OST-2006-25603] Senior Executive Service Performance Review Boards Membership AGENCY: Office of the Secretary, Department of Transportation (DOT). ACTION: Notice of Performance Review Board

(PRB)appointments. SUMMARY: DOT publication of the names of the persons selected to serve on the various Departmental PRBs as required by 5 U.S.C. 4314(c)(4). FOR FURTHER INFORMATION CONTACT: Patricia A. Prosperi, Departmental Director, Office of Human Resource Management,

(202)366-4088. SUPPLEMENTARY INFORMATION: The persons named below have been selected to serve on one or more Departmental PRBs. Issued in Washington, DC, on August 22, 2006. Patricia A. Prosperi, Director, Departmental Office of Human Resource Management. Federal Railroad Administration Jane H. Bachner, Deputy Associate Administrator for Industry and Intermodal Policy, Federal Railroad Administration Mark Yachmetz, Associate Administrator for Railroad Development, Federal Railroad Administration Margaret Reid, Associate Administrator for Financial Management and Administration, Federal Railroad Administration Judy Kaleta, Senior Counsel for Dispute Resolution, Office of the Secretary Terry Shelton, Chief Information Officer, Federal Motor Carrier Safety Administration Suzanne TeBeau, Chief Counsel, Federal Motor Carrier Safety Administrator Joseph Kanianthra, Associate Administrator for Vehicle Safety Research, National Highway Traffic Safety Administration Federal Transit Administration Richard H. Doyle, Regional Administrator, Cambridge, MA, Federal Transit Administration Thomas Herlihy, Assistant General Counsel for Legislation, Office of the Secretary Rosalind Knapp, Deputy General Counsel, Office of the Secretary Linda J. Washington, Deputy Assistant Secretary for Administration, Office of the Secretary John W. Irvin, Associate Administrator for Communications and Congressional Affairs, Federal Transit Administration National Highway Traffic Safety Administration Dan Smith, Associate Administrator for Enforcement, National Highway Traffic Safety Administration Marlene Markison, Associate Administrator for Injury Control Operations and Resources, National Highway Traffic Safety Administration Margaret O'Brien, Chief Information Officer, National Highway Traffic Safety Administration Terry Shelton, Associate Administrator for Research, Technology and Information Management, Federal Motor Carrier Safety Administration Larry Minor, Director, Office of Bus and Truck Standards and Operations, Federal Motor Carrier Safety Administration Jeffrey Lindley, Associate Administrator for Safety, Federal Highway Administration Anthony Cooke, Chief Counsel, National Highway Traffic Safety Administration Federal Highway Administration Christine M. Johnson, Director of Field Services—West, Federal Highway Administration James D. Ray, Chief Counsel, Federal Highway Administration Michael J. Vecchietti, Associate Administrator for Administration, Federal Highway Administration King W. Gee, Associate Administrator for Infrastructure, Federal Highway Administration Rose McMurray, Associate Administrator for Policy and Program Development, Federal Motor Carrier Safety Administration Maritime Administration Eileen Roberson, Associate Administrator for Administration, Maritime Administration Bruce Carlton, Associate Administrator for Policy and International Trade, Maritime Administration Jim Zok, Associate Administrator for Financial Approvals and Cargo Preference, Maritime Administration Jean E. McKeever, Associate Administrator for Shipbuilding, Maritime Administration Margaret D. Blum, Associate Administrator for Port, Intermodal, and Environmental Activities, Maritime Administration Brigham McCown, Deputy Administrator, Pipeline and Hazardous Materials Safety Administration Office of the Secretary, Research and Innovative Technology Administration, Saint Lawrence Seaway Development Corporation Roberta D. Gabel, Assistant General Counsel for Environmental, Civil Rights, and General Law, Office of the Secretary Craig Middlebrook, Deputy Administrator, Saint Lawrence Seaway Development Corporation Stacey Gerard, Associate Administrator, Office of Pipeline Safety, Pipeline and Hazardous Materials Safety Administration Michael Trujillo, Departmental Director, Office of Civil Rights, Office of the Secretary Eileen Roberson, Associate Administrator for Administration, Maritime Administration Daniel Mintz, Chief Information Officer, Office of the Secretary Pipeline and Hazardous Materials Safety Administration Jane Bachner, Deputy Associate Administrator for Industry and Intermodal Policy, Federal Railroad Administration Eileen Roberson, Associate Administrator for Administration, Maritime Administration Daniel C. Smith, Associate Administrator for Enforcement, National Highway Traffic Safety Administration Michael Trujillo, Departmental Director of Civil Rights, Office of the Secretary Theodore Willke, Deputy Associate Administrator for Pipeline Safety, Pipeline and Hazardous Materials Safety Administration Federal Motor Carrier Safety Administration Rose McMurray, Associate Administrator for Policy and Program Development, Federal Motor Carrier Safety Administration Bruce Carlton, Associate Administrator for Policy and International Trade, Maritime Administration Mike Halladay, Director, Office of Program Integration and Delivery, Federal Highway Administration Alexis Stefani, Deputy Assistant Secretary for Budget and Programs, Office of the Secretary Michael Trujillo, Departmental Director of Civil Rights, Office of the Secretary Krista Edwards, Chief Counsel, Pipeline and Hazardous Materials Safety Administration Office of Inspector General George W. Collard, Assistant Inspector General for Audit Operations, Department of Energy Michael Delgado, Assistant Inspector General for Investigations, Treasury Inspector General for Tax Administration Melissa Heist, Assistant Inspector General for Audit, Environmental Protection Agency Samuel Holland, Assistant Inspector General for Investigations, Federal Deposit Insurance Corporation Helen Lew, Assistant Inspector General for Auditing, Department of Education David Montoya, Assistant Inspector General for Investigations, Department of the Interior Michael Stephens, Deputy Inspector General, Department of Housing and Urban Development Robert Taylor, Deputy Assistant Inspector General for Audit Program Operations, Department of Treasury Kathleen S. Tighe, Deputy Inspector General, Department of Agriculture Eugene Wesley, Assistant Inspector General for Auditing, General Services Administration Mark Woods, Assistant Inspector General for Investigations, Department of Agriculture [FR Doc. E6-14335 Filed 8-28-06; 8:45 am] BILLING CODE 4910-9X-P DEPARTMENT OF TRANSPORTATION Federal Transit Administration National Resource Center for Human Service Transportation Coordination; Solicitation for Proposals AGENCY: Federal Transit Administration, DOT. ACTION: Notice; request for proposals. SUMMARY: This solicitation is for proposals from national non-profit organizations with transportation coordination and technical assistance expertise for a cooperative agreement to develop and implement a National Resource Center for Human Service Transportation Coordination (NRC). The NCR will manage a program to improve and enhance the coordination of Federal resources for human service transportation with those of the Department of Transportation (DOT). The major goal of the NRC is to assist local communities and States in the expansion and provision of coordinated human service transportation for older adults, people with disabilities, and individuals with lower incomes. Federal Transit Administration

(FTA)will award one four year agreement. Year one of the cooperative agreement is for one million, five hundred eighty-four thousand dollars ($1,584,000) as authorized in the Safe, Accountable, Flexible, and Efficient Transportation Equity Act—A Legacy for Users (SAFETEA-LU) and subsequently appropriated. Funding for subsequent years will be based on annual appropriations as well as annual performance reviews. DATES: Proposals must be submitted electronically by October 30, 2006. ADDRESSES: Proposals shall be submitted electronically to *http://www.grants.gov.* Grants.Gov allows organizations to find and apply for funding opportunities electronically from all Federal grant-making agencies. Grants.Gov is the single access point for over 1,000 cooperative agreement programs offered by the 26 Federal grant-making agencies. Proposals can also be submitted in hard copy accompanied by an electronic version to Bryna Helfer, 400 7th Street, SW., Room 9114, Washington, DC 20590. FOR FURTHER INFORMATION CONTACT: Bryna Helfer at 202-366-1663; FAX: 202-366-3136; *bryna.helfer@dot.gov.* SUPPLEMENTARY INFORMATION: Section 3046 of the Safe, Accountable, Flexible, and Efficient Transportation Equity Act—a Legacy for Users (SAFETEA-LU); Pub. L. 109-059, authorized $1,600,000 in each of fiscal years 2006, 2007, 2008, and 2009 under 49 U.S.C. 5314(c) for the management of a program to improve and enhance the coordination of Federal resources for human service transportation with those of the Department of Transportation, as follows:

(1)Establishment. The Secretary of Transportation shall competitively select a national non-profit organization to manage the program.

(2)Eligibility. To be eligible, an organization shall have demonstrated expertise in issues of transportation coordination and in providing technical assistance to local transportation organizations.

(3)Use of Funds. The organization selected shall

(i)Establish an advisory panel consisting of Federal, State and local officials and organizations;

(ii)prepare an inventory of human service transportation agencies operating in the United States;

(iii)prepare an inventory of Federal transportation spending;

(iv)develop a program of technical assistance and training for human service transportation organizations that shall include on-site technical assistance, a resource clearinghouse, and preparation of technical manuals;

(v)prepare an annual report for the Secretary of Transportation on activities under this program and make recommendations for improving coordination. I. Funding Opportunity Description The Federal Transit Administration

(FTA)is soliciting proposals for a cooperative agreement to implement the human service transportation coordination program authorized in SAFETEA-LU. FTA will award a single four-year cooperative agreement, which will be funded annually at up to $1.6 million per year subject to the availability of appropriations. The purpose of this cooperative agreement is to develop and implement a NRC. The major goal of the NRC is to assist States in the coordination of human service transportation service at both the State and local levels. The tasks of the NRC include:

(1)Collaboration with FTA and the Federal Interagency Coordinating Council on Access and Mobility;

(2)research and development;

(3)technical assistance and training;

(4)strategic development in partnership, community involvement in human service transportation coordination;

(5)communication and management information activities; and

(6)administration. The NRC will follow a number of strategies in its development, especially partnerships, leadership development, knowledge management and customer-focused service in order to facilitate capacity building at the State level this is targeted to enhance local coordination efforts. NRCHST personnel will engage early and often with technical assistance

(TA)recipients to ensure knowledge is transferred and relationships are developed. The NRC will develop an information and referral system as a key focal point to disseminate models, and identify useful practices for innovations in human service transportation service and systems. The NRC also will build coordination with and referrals to other TA centers focused in targeted areas related to human service transportation to build capacity and integrate aspects of coordination activities at the local levels. This project will entail creative, engaging and collaborative public and private partnerships at all levels—local, tribal, State and Federal, including a broad range of stakeholders interested in facilitating transportation access to employment, health, education, recreation and other community services for people with disabilities, older adults, and individuals with lower incomes. II. Background In recognition of the fundamental importance of human service transportation and the continuing need to enhance coordination, President Bush issued an Executive Order on Human Service Transportation Coordination

(EO)directing multiple Federal departments and agencies to work together to ensure that transportation services are seamless, comprehensive and accessible. Secretaries from the Departments of Transportation, Health and Human Services, Labor, Education, Interior, Housing and Urban Development, Agriculture, and Veterans Affairs; the Commissioner of the Social Security Administration; the Attorney General; and the Chairperson of the National Council on Disability are members of the Federal Interagency Coordinating Council on Access and Mobility (CCAM). Specifically, the CCAM is tasked with seeking ways to simplify access to transportation services for persons with disabilities, persons with lower incomes, and older adults. The EO requires that CCAM members work together to provide the most appropriate, cost effective services within existing resources, and reduce duplication to make funds available for more services. To meet the requirements of the EO, the CCAM has developed a comprehensive action plan and launched United We Ride (UWR), a national initiative on human service transportation coordination. The NRC will be linked with UWR and related technical assistance initiatives in the area of human service transportation. FTA will be the administering agency for this activity and will be collaborating with other members of CCAM on the implementation of the EO. Therefore, the technical assistance provided under this solicitation will seek to complement and optimize, not duplicate the technical assistance and related work funded in this area by other CCAM partners. The Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (SAFETEA-LU), (Pub. L. 109-59, August 10, 2005) requires that projects selected for funding under the Elderly Individuals and Individuals with Disabilities, Job Access Reverse Commute, and New Freedom programs administered by the Federal Transit Administration be “derived from a locally developed, coordinated public transit-human service transportation plan” and that the plan be “developed through a process that includes representatives of public, private, and nonprofit transportation and human service providers and participation by members of the public.” This new requirement leads to a need for an increased level of technical assistance related to the development and implementation of a coordinated public transit-human service transportation plan as well as ensuring broad based participation by diverse stakeholders. Human service transportation is defined as a network of transportation services for older adults, individuals with disabilities, and people with lower incomes, including but not limited to vehicle acquisition, adaptation and driver transition; pedestrian access; public transportation; demand response (curb to curb, door to door, door through door); vanpooling and other ridesharing services; taxi services; and volunteer services. The technical assistance, to be funded through this cooperative arrangement is a process that enables a goal-focused, strategy-oriented, accountable organization to transfer knowledge to human service agencies, transportation providers, consumers, and other interested stakeholders. Technical assistance is intended to provide extensive information and assistance to facilitate adoption or application of research-based or practice-based products, policies, or knowledge in order to improve the provision of transportation services for people with disabilities, older adults, and individuals with lower incomes. In order to ensure that all communities have access to technical assistance, the NRC will assist States with building capacity and accessing resources to be used in local communities across their States. In addition, the NRC will work closely with other technical assistance centers focused in areas of human service transportation when working with local communities to address coordination issues. Technical assistance will need to focus on creating one-stop access to transportation services, streamlining eligibility, enhancing transportation coordination, mobility management, identifying solutions for coordinating policy and funding issues, implementing technology solutions, and social marketing to get information out to providers, policy makers and consumers. Technical assistance may include information dissemination, training, and enhancing capacity for building more efficient transportation services at the local and State levels. However, it is also intended to provide more intensive interaction to facilitate systems change related to practice, policy, research, resources, and programs at the Federal regional, State, and local levels. The NRC also will coordinate with other technical assistance initiatives related to human service transportation to ensure a coordinated approach in this area. In addition, all efforts of the NRC shall ensure consumer input and involvement such that all technical assistance to human service transportation organizations has a person centered, self-determination and independence focus in addition to a focus on the institutional relationships between transit and human service transportation. Task 1—Collaboration with FTA and the Federal Coordinating Council on Access and Mobility a. The grantee, in coordination with the Federal Project Officer shall provide technical assistance to the Coordinating Council on Access and Mobility (CCAM). This may include organizing monthly conference calls, providing input regarding infrastructure development of the CCAM activities related to human service transportation, formulating agendas, developing briefing materials, coordinating speakers for CCAM and their executive council meetings. b. The grantee shall provide research-related technical assistance to project directors involved with human service transportation funded activities in CCAM member agencies. This includes queries regard specific information, publications, existing tools, strategies, and available data as requested. c. Assist Federal program staff to conduct one special interest meeting each year on a targeted topic selected in consultation with FTA, members of the CCAM, and the NRS steering committee. Special interests meetings should target topics that require input and consultation from a broad perspective, and are targeted to include stakeholders from National, State, and local levels that have expertise on the selected topic addressed at the meeting. Participant lists and invitations for the meeting should be submitted to the Federal Project Officer for review at least 60 days prior to the targeted meeting date for approval. Briefing materials should be submitted to the Project Officer at least two weeks prior to the meeting for review and approval. The meeting should lead to the outcome of a publications ( *e.g.* , strategy paper, tool, fact sheet, etc.) related to the topic discussed. In addition, the grantee should submit a summary report of the meeting within 30 working days. Task 2—Research and Development SAFETEA-LU outlines several specific research projects to be conducted by the recipient and include the following: a. In year one, the NRC shall prepare an inventory of human service transportation agencies operating in the United States and a plan to update the information on a regular schedule. The applicant should present a detailed methodology for conducting this specific research project as part of the submission in the initial application for this funding. b. In year two, the NRC shall prepare an inventory of Federal transportation spending and a plan to update this information on an ongoing basis. c. Each year, the NRC shall submit an annual report to the Secretary of Transportation on activities under this program and make recommendations for improving coordination. d. In addition, the NRC shall conduct relevant research in years 3-5 for coordinating human service transportation identified by the Federal Interagency Coordinating Council, members of the national coalition, and other stakeholders. This specific scope of the research agenda will be determined in collaboration with the Federal Project Officer for each targeted year. Each of these reports must be submitted to the Project Officer and steering committee for review and approval prior to final publication. All documents produced are subject to internal policy reviews from senior management within the Department of Transportation and other members of the CCAM. All revisions will be made by the grantee on behalf of FTA and the CCAM. Task 3—Technical Assistance and Training *Technical Assistance and Training.* When conducting and coordinating technical assistance, sites should have individual technical assistance plans that outline the specific need, intended outcome, plan for assistance, and evaluation components. Technical assistance will be provided via E-mail, phone, Web-based strategies, and on-site strategies, using the following principles: • *Assessment and Planning:* Assistance should be provided for facilitating assessment of resources available for human service transportation and facilitating planning for coordinating services based on needs identified at the State and local levels. • *Knowledge Management:* Constant assessment should be made of areas of technical assistance focus to ensure useful practices are disseminated, issue briefs are developed as needed, and expert relationships with technical assistance recipients result in long-term information and knowledge transfer. • *Training:* Training should be made available via various media to target specific topics related to human service transportation across the range of service options. Outreach regarding training should be available for human service providers, transportation providers, and consumers. • *Facilitation, Coalition Building, and Strategic Planning.* Assistance should be provided to States in order to build coordinated strategies and dialogue across organizational cultures and agencies. Assistance should also be offered to assist States in identifying strategies for facilitating the adoption and implementation of useful practices at both the State and local levels. • *Follow up and Monitoring:* Following any intervention ( *e.g.,* assessment, planning, training, *etc.* ), follow up through E-mail, phone, and through on-site contacts are necessary to facilitate implementation of any key activities identified as part of the individual technical assistance plans. • *Evaluation:* Assistance should provide skill development and process related assistance to States in order to establish mechanisms for monitoring and evaluating coordination activities at the State and local levels. *Technical Assistance Activities:* The grantee will develop the following initiatives using the principles outlined above: the NRC role is to assist States and communities to build the capacity for coordinating human service transportation; to facilitate access to existing resources and training, and to work with other TA centers to effectively establish triage and referral mechanisms for States and local communities. The applicant will submit a detailed methodology and approach for providing for the activities identified below: a. Provide ongoing technical assistance to the 50 States, the District of Columbia, and territories on the development and implementation of coordinated human service transportation systems through the activities through a proactive management approach that includes information sharing, training, site visits, telephone, electronic interfaces and other forms of ongoing interaction. b. During the life of the cooperative agreement, develop and implement a technical assistance plan with each of the 50 States and territories to facilitate the implementation of coordinated human service transportation at the State and local levels. c. Organize a systematic approach for annual site visits annually with States. The grantee shall work with the Federal project officer to develop criteria for determining the appropriateness of a site visit, selection of staff or consultants to conduct the site visits, actions needed prior to site visit by both staff and recipient, and intended goals/outcomes for the site visit. Prior to each site visit, the staff or grantee shall develop, with input from stakeholders ( *e.g.,* consumers, public and private transportation agencies, human service providers), an agenda and goals for the site visit. The grantee shall maintain documentation regarding all site visits to be included in quarterly reports. d. Develop a strategy for ensuring that local communities and associated stakeholders have access to technical assistance for building and implementing coordinated human service transportation plans and strategies. e. Coordinate technical assistance activities with other federally funded technical assistance centers focused on human service transportation. These centers include Project ACTION, JobLinks, the Community Transportation Assistance Program, the National Rural Transportation Assistance Program, the Planning Peer to Peer project, the Intelligent Transportation Systems

(ITS)Peer to Peer project, the National Center for Senior Transportation, and others. In coordination with the Project Officer, the grantee shall develop efficient strategies and methods of establishing linkages, triage, referral, and data sharing processes with other federally funded technical assistance centers in the areas of human service transportation and others interested in building access and mobility. The role of the grantee is to ensure that technical assistance, training, and other activities are coordinated between the centers to avoid duplication, and maximize resources and available expertise. f. Coordinate with other federally funded technical assistance centers to facilitate the development and implementation of a coordinated human service transportation system when working with local communities. This includes three components:

(1)Strategies that address interdisciplinary approaches for providing transportation services that enhance access to employment, education, health, and other community activities for targeted populations;

(2)strategies to develop, implement, and connect a family of services including auto acquisition and modification programs, driving transition, pedestrian environments, fixed route transit, paratransit services, flex route, vanpooling and ridesharing, taxi programs, door through door or escort options, voucher models, and volunteer transportation programs; and

(3)strategies for integrating concepts for mobility management. g. Measure and evaluate the performance of the NRC in providing technical assistance, and monitor progress towards targeted goals and outcomes. Task 4—Strategic Development in Partnerships, Community Involvement in Human Service Transportation Coordination Human service transportation coordination is very dynamic and new areas of significance continually emerge. It is essential that the grantee respond appropriately and address emerging issues. Additionally, the grantee shall provide expertise in strategic direction in human service transportation related to community involvement and public awareness as follows: a. The grantee shall assess, analyze, and measure trends in the implementation of human service transportation activities on a State and regional basis and submit this information to FTA on an annual basis. b. The grantee shall provide quarterly updates to FTA on pending and enacted legislation at all governmental levels related to human service transportation coordination, and the United We Ride initiative. c. The grantee shall develop and maintain a comprehensive national coalition on human service transportation that is inclusive of advocacy organizations; public interest organizations; and provider organizations. This coalition shall include a network of transportation professionals, human service professionals, consumers, and policymakers at every level who understand the issues involved in the coordination of human service transportation and how coordination can be accomplished. The NRC will develop a strategic plan for the coalition that includes education, outreach, technical assistance and advocacy oriented activities that can be addressed collectively or by individual organizations. This coalition will serve to facilitate the development of state and local coalitions in all States and territories over the course of the cooperative agreement. d. The grantee, shall assess, analyze and monitor key activities and milestones related to human service transportation of national organizations and Federal agencies, interagency liaison groups, private industry, workforce development organizations, faith-based/community organizations, professional organizations and others involved in the coalition on an annual basis. e. Establish and/or expand up to 10 State coalitions annually that mirror the national coalition in regard to membership and strategy. The grantee shall provide guidance, direction, tools and strategies on establishing coalitions, which can be integrally involved in providing strategic direction for State and community involvement in human service transportation. Analyze, assess and evaluate the value of these coalitions and their activities with the Project Officer. Task 5—Communication and Management Information Activities The grantee must provide on-site assistance as needed at the U.S. Department of Transportation for tasks outlined in this section. a. Coordinate all aspects ( *e.g.* , planning, logistics, design, travel, speakers, materials, briefing, *etc.* ) of 10 interdisciplinary UWR regional meetings on behalf of the CCAM during this four year cooperative agreement. The planning of these meetings shall be conducted in consultation with a planning committee in each region that includes, at a minimum, Federal partners at the regional level, State agencies, and representatives from stakeholder groups representing different audiences targeted for participation. The Planning Committee and FTA Project Officer must review all documentation, plans, speaker information, invitation letters, participant lists, and information related to these meetings prior to any dissemination. b. The grantee shall coordinate the development and dissemination of products and publications as needed based on an assessment of existing products, publications, training, and resources available through various sources. The grantee shall manage the United We Ride clearinghouse for all UWR products, publications, and information. This includes the availability and dissemination of hard and electronic copies upon request by individuals, agencies, organizations, speakers, and all others, including for distribution at meetings and events. Alternative formats ( *e.g.* , braille, electronic, large print) must be made available for all publications and products. c. The grantee will develop at least one new publication each year. The type and nature of the product or publication will be determined in coordination with the Project Officer and the steering committee and shall be based on the needs assessment from states and local communities. All new publications must be reviewed and approved by the Project Officer and are subject to review by senior level management within DOT and other members of the CCAM. The grantee shall work collaboratively with FTA to coordinate input, direction and advice regarding required Federal clearances on all publications regardless of the medium ( *e.g.* , print, video, electronic, etc). d. The grantee shall coordinate all aspects of the management and implementation of the United We Ride Web site ( *http://www.unitedweride.gov* ), which includes:

(a)Maintaining and updating all information for each section of the Web site using Red Dot technology on a regularly scheduled basis;

(b)updating the front page once each month;

(c)entering up to 5 useful practices in the database each month;

(d)posting up to 10 documents and/or announcements per month;

(e)maintain an active list serve and consistent distribution of real-time information using GovDocs technology;

(f)responding to submissions to the United We Ride electronic mailbox within 3 business days; and

(g)providing ongoing recommendations for improvement strategies as needed. All documents and information posted on the Web site must meet the requirements and compliance of Section 508 of the Rehabilitation Act. The grantee must have a staff person with knowledge and experience relating to knowledge management available to be trained in Red-Dot technology and also available to work on-site at the U.S. Department of Transportation to post information directly. The grantee shall work with the Project Officer to establish a plan for approval of content for posting and disseminating information using these mechanisms. e. Develop and disseminate a minimum of four electronic newsletters per year. The grantee shall submit the newsletter to the FTA Project Officer for approval three weeks prior to publication for approval. f. In the first year, the grantee shall develop a database to be compatible with and integrated into the UWR Web site. This database shall include products and publications developed by various resources (including other technical assistance centers, national organizations, States, local organizations, *etc.* ) that could potentially provide added value for human service transportation coordination. This includes video, curricula, and fact sheets and other publications. This database shall include the title, description, and information on how to obtain the documents included in the database. The database will also include any evaluation information related to the publication(s). g. The grantee shall plan for at least ten

(10)presentations at National meetings annually that involve other than local travel. The grantee shall submit a plan to the Project Officer at the beginning of each calendar year and coordinate with FTA and other federally funded TA centers to reduce duplication of effort. The presentations NRC staff intends to make at a local, State and national level are to be fully coordinated, with an ample timeline for discussion and approval by the Project Officer. h. The grantee shall plan to coordinate and manage the UWR exhibit for up to 10 national, regional, and State meetings. These exhibits can be the same meetings where presentations are also taking place. It is expected that the grantee will use the newly developed United We Ride exhibits already available. In addition, the grantee will make the exhibit and handouts available to members of the national coalition, States, and other TA centers for use at targeted meetings. The grantee shall submit a plan to the Project Officer at the beginning of each calendar year and coordinate the FTA and other federal funded TA centers to reduce duplication of effort. Task 6—Project Management and Administration a. The grantee shall meet with the Project Officer and task order monitor within ten

(10)working days after issuance of the task order to discuss the objectives of the cooperative agreement and any related projects. b. The grantee will hold monthly meetings with the Project Officer to review the status of the project. Areas of discussion will include:

(1)Accomplishments to date,

(2)reviewing progress on tasks, and

(3)challenges or problems in addressing specific tasks or meeting targeted deliverable dates. The grantee shall provide minutes of the meeting to the Project Officer five business days after the meeting. c. The Project Coordinator of the NRC shall submit quarterly progress reports to the FTA project manager. The reports shall include the following items and provide information relevant for the particular period: • General assessment of the progress of the NRC development and design; • Significant accomplishments by objective and task; • Project issues/concerns and recommended solutions; • Updated project schedule: ○ Status of current tasks; ○ List of completed tasks; ○ Percent complete by task; ○ If slips in the schedule occur, the grantee shall propose how to mitigate the schedule deviations). • Total budget by task: ○ Amount spent to date by task; ○ Amount remaining by task; • Travel expense report. d. The grantee will brief FTA and other members of the CCAM semi-annually on their technical assistance findings, key themes and results. e. The NRC shall include a national steering committee to provide guidance and feedback throughout the life of the technical assistance center. Steering committee members shall consist of Federal, State, and local officials and organizations. Participation from organizations representing human service agencies representing various interests ( *e.g.,* Medicaid, workforce investment, rehabilitation services, aging networks, *etc.* ), transportation organizations, and consumers are strongly encouraged. The steering committee shall participate in the review and development of products, publications, materials, and information. The NRC shall host full face to face committee meetings at least two times during the year. Other meetings can be held more often by phone. II. Award Information FTA will fund one cooperative agreement for a four year award. Year one of the cooperative agreement is for one million, five hundred eighty-four thousand dollars ($1,584,000). The anticipated notification date is the fall of 2006, with an anticipated starting date for the successful applicant of October 2006. Subsequent annual funding will be based on annual appropriations. FTA grantees with existing FTA projects are eligible to complete for this cooperative agreement. The FTA will participate in activities by attending review meetings, commenting on technical reports, maintaining frequent contact with the project manager and approving key decisions and activities any redirecting activities if needed. III. Eligibility Information FTA is particularly interested in proposals for this cooperative agreement from national non-profit organizations with demonstrated capacity in State and community transportation services for older adults, people with disabilities, and individuals with lower incomes. A strong applicant has the following characteristics: • An understanding of concepts and strategies for developing integrated access, including single entry point and one-stop transportation systems; • An understanding of strategies for building a coordinated human service transportation program that utilizes and connects a comprehensive family of services; • Demonstrated success with interdisciplinary strategies in human service and transportation related work; • Experience with the development and implementation of integrated transportation systems with health care, education, employment and social support programs; • Capacity for maintaining management information systems; • Experience in implementation of consumer directed services; • Capacity and experience in building coordination and collaboration between public and private sector, as well as critical pathways which include linkages with intermediary organizations such as employment and training agencies, hospital discharge planners, private pay insurance, special education transition programs, rehabilitation agencies, various social service and transportation system networks. • Experience and demonstrated capacity to facilitate large and small group processes regarding policy development, resource allocation, systems change, administrative processes, and capacity building; • Experience and knowledge of consumer involvement and consumer directed models in program planning and implementation; • Capacity for developing and managing a technical assistance network using multiple types of intervention strategies ( *e.g.* , long distance, peer-to-peer, onsite, communities of practice, *etc.* ); • Capacity and experience in large scale systems change efforts; • Capacity and experience for providing effective off-site technical assistance, including technical assistance by telephone and E-mail, moderated and unmoderated list-serves, Web-based seminars, topic-based conference calls, the internet (including the development of Web content), *etc.* ; • Understanding implementation of a range of transportation services including older driver, pedestrian access, fixed route, paratransit, assisted (door to door; hand to hand; escort) services, volunteer, taxi, and other types of transportation services provision; • Capacity and experience for conducting face-to-face and Web-based training for consumers, human service providers, and transportation agencies. IV. Proposal Content Proposals shall be submitted in double-spaced format using Times New Roman 12 point font. The application must contain the following components: 1. Cover sheet (1 page): Includes entity submitting proposal, principal investigator, title, and contact information ( *e.g.* , address, phone, fax, and E-mail). Name and contact information for the entity' key point of contact for all cooperative activities (if different from principle investigators). 2. Abstract (2 pages): Abstract shall include background, purpose, methodology, intended outcomes, and plan for evaluation. 3. Detailed budget proposal and budget narrative. 4. Project narrative (not to exceed 75 pages): Project narrative shall include the following information: a. Staff qualifications, experience in providing technical assistance and implementing the other tasks outlined in the solicitation. The proposal shall also include the proposed staff members' knowledge of issues related to human service transportation. One page biographical sketches for staff members shall be included in the appendices section of the proposal; b. Existing and future capacity of organization to address the issues outlined in the proposal and ability to implement tasks 1-6 outlined under Section I in this solicitation; c. Methodology for addressing tasks 1-6 outlined under Section I in this solicitation. The proposal shall also include objectives, activities, deliverables, milestones, timeline and intended outcomes for achieving the goals outlined in the scope for the first year; d. Plan to work with stakeholders and build partnerships at the national, State, and local levels; 5. Project Management Plan that includes well defined objectives, tasks, activities, timelines, deliverables, indicators, and outcomes. 6. Plan for evaluation of NRC activities and data collection. 7. Supplemental materials and letters of support can be included in an appendices section that is beyond the 75 page limit. In addition to the full proposal, entities have the option to submit supplemental material such as: Brochures, publications, products, etc. These materials shall be delivered to Bryna Helfer, Federal Transit Administration, 400 7th Street SW., Room 9114, Washington, DC 20590. V. Application Review Information. Interdisciplinary review panels, including those external to FTA will be convened to review each proposal. Project proposals will be evaluated based on the following criteria and scoring system: 1. Staff qualifications, which includes experience in delivering technical assistance and training, knowledge of human service transportation, demonstrated process skills in assessment, strategic planning, facilitation, and other key areas associated with identified tasks. The entity shall also address a plan for knowledge retention. (15%). 2. Existing capacity of the organization, which includes clearinghouse functions, Web development and maintenance, technical assistance, training, long distance and on-site intervention strategies, and other identified tasks. (15%). 3. Understanding and reasonability of proposed goals, objectives, methodologies, activities, timelines, deliverables, and budget. (40%). 4. Plan to collaborate with stakeholders and establish effective partnerships to implement tasks. (20%). 5. Plan for evaluation and data collection. (10%). VI. Award Administration Information The anticipated notification date for the award of this cooperative agreement is the fall of 2006, with an anticipated start date for the successful applicant by late fall 2006. The Federal Transit Administrator's

(FTA)will notify the successful entity. Following receipt of the FTA Administrator's notification letter, the successful entity will be required to submit its proposal through the FTA Transportation Electronic Award Management

(TEAM)system Web site. FTA will manage the cooperative agreement through the TEAM system Web site. Before FTA may award Federal financial assistance through a Federal cooperative agreement, the entity must submit all certifications and assurances pertaining to itself and its project as required by Federal laws and regulations. Since Federal fiscal year 1995, FTA has been consolidating the various certifications and assurances that may be required of its awardees and the projects into a single document published in the **Federal Register** . The fiscal year 2006 Annual List of Certifications and Assurances for FTA Cooperative Agreements and Cooperative Agreements and Guidelines will be published in the **Federal Register** and posted on the FTA Web site at *http://www.fta.dot.gov* . Issued on: August 24, 2006. James S. Simpson, Administrator. [FR Doc. 06-7231 Filed 8-28-06; 8:45 am]

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