Fed. Reg. Notices — Amendment 1

BILLING CODE 8011-01-M SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54780; File No. SR-CBOE-2006-87] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Extend a Pilot Program Relating to CBOE's Retail Automatic Execution System November 17, 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 November 3, 2006, the Chicago Board Options Exchange, Incorporated (“CBOE” or “Exchange”) 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 CBOE.

The Exchange filed the 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 it 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 has asked the Commission to waive the 30-day operative delay required by Rule 19b-4(f)(6)(iii), 17 CFR 240.19b-4(f)(6)(iii).

See discussion *infra* Section III. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change CBOE proposes to extend a pilot program relating to the operation of CBOE's Retail Automatic Execution System (“RAES”). The text of the proposed rule change is available on the CBOE's Internet Web site ( *http://www.cboe.com* ), at the CBOE's principal office, and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the 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 these statements may be examined at the places specified in Item IV below. CBOE 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 the Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of this filing is to extend a pilot program until November 30, 2007 to allow broker-dealer orders that are eligible for execution on RAES pursuant to CBOE Rule 6.8, Interpretation and Policy .01 to automatically execute against customer limit orders on CBOE's book in classes designated by the appropriate Procedure Committee.

The pilot was originally approved on May 13, 2004, with an expiration date of November 30, 2004. 6 The pilot was extended for one year to November 30, 2005 pursuant to SR-CBOE-2004-78 7 and again extended an additional year to November 30, 2006 pursuant to SR-CBOE-2005-96. 8 6 Securities Exchange Act Release No. 49699 (May 13, 2004), 69 FR 28958 (May 19, 2004) (approving SR-CBOE-2003-42). 7 Securities Exchange Act Release No. 50779 (December 1, 2004), 69 FR 71087 (December 8, 2004). 8 Securities Exchange Act Release No. 52855 (November 30, 2005), 70 FR 73317 (December 9, 2005).

The Exchange's RAES system was created to allow for the automatic execution of retail customer options orders against CBOE market makers at their disseminated prices. In 1999, the Exchange expanded the RAES system to allow incoming RAES orders to execute against customer limit orders on the CBOE book when such booked orders constitute CBOE's best bid/offer. 9 The Exchange has allowed broker-dealer orders to be executed on RAES in classes designated by the appropriate Procedure Committee. 10 The pilot program allows these broker-dealer orders to automatically execute against the book. 9 Securities Exchange Act Release No. 41995 (October 8, 1999), 64 FR 56547 (October 20, 1999) (approving SR-CBOE-1999-29). 10 *See* SR-CBOE-2002-22, 35, and 56. 2.

Statutory Basis The Exchange believes the proposed rule change is consistent with Section 6(b) of the Act, in general and furthers the objectives of Section 6(b)(5) of the Act in particular in that it should promote just and equitable principles of trade, serve to remove impediments to and perfect the mechanism of a free and open market and a national market system, and protect investors and the public interest. 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 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

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

(2)impose any significant burden on competition; and

(3)become operative for thirty 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, it has become effective pursuant to Section 19(b)(3)(A) of the Act 11 and Rule 19b-4(f)(6) 12 thereunder. 13 11 15 U.S.C. 78s(b)(3)(A). 12 17 CFR 240.19b-4(f)(6). 13 Pursuant to Rule 19b-4(f)(6)(iii), the Exchange has given 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 on which the Exchange filed the proposed rule change. *See* 17 CFR 240.19b-4(f)(6)(iii). A proposed rule change filed under Commission Rule 19b-4(f)(6) 14 normally does not become operative prior to thirty days after the date of filing. The CBOE 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 to allow the Exchange to continue to operate the pilot program which affords automatic execution to a greater number of market participants on an uninterrupted basis. 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 such waiver will allow the CBOE to continue to operate under the pilot program without interruption. For these reasons, the Commission designates the proposed rule change as effective and operative upon filing. 15 14 17 CFR 240.19b-4(f)(6). 15 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 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. 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 No. SR-CBOE-2006-87 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-CBOE-2006-87. 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 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-2006-87 and should be submitted on or before December 19, 2006. 16 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 16 Nancy M. Morris, Secretary. [FR Doc. E6-20054 Filed 11-27-06; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54797; File No. SR-NASDAQ-2006-041] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing of Proposed Rule Change to Modify an Aspect of the Definition of Independent Director November 20, 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 October 3, 2006, The NASDAQ Stock Market LLC (“Nasdaq”), filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been substantially prepared by Nasdaq. 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. I. Self-Regulatory Organization's Statement of the Terms of the Substance of the Proposed Rule Change Nasdaq proposes to amend its Rules 4200(a)(15)(B) and IM-4200 to modify an aspect of Nasdaq's definition of “independent director.” Nasdaq will implement the proposed rule upon approval by the Commission. The text of the proposed rule change is available on Nasdaq's Web site at *http://www.nasdaq.com* , at Nasdaq's principal office, and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, Nasdaq included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. Nasdaq has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of the proposed rule change is to modify the definition of an “independent director” in Nasdaq's rules to reflect recent changes made to Commission rules. The definition of “independent director” is relevant to Nasdaq's corporate governance standards for listed companies. 3 3 *See* Nasdaq Rule 4350(c)-(d). Current Nasdaq Rule 4200(a)(15) and IM-4200 generally preclude a director of a listed company from being considered independent if the director has received more than $60,000 in compensation from the issuer. Nasdaq states that this threshold was originally based on the disclosure threshold set by the Commission in Regulation S-K, Item 404. 4 Since the Commission recently adopted a proposal to raise this threshold to $120,000, 5 Nasdaq believes that it would be appropriate to raise its independence threshold to the same amount. 4 17 CFR 229.404. 5 *See* Securities Exchange Act Release No. 54302A (August 29, 2006), 71 FR 53158 (September 8, 2006). When the $60,000 threshold in the definition of independent director was first adopted in 1999, the proposal to implement the rule stated that “* * * Nasdaq believes that a compensation threshold of $60,000 is appropriate as it corresponds to the *de minimis* threshold for disclosure of relationships that may affect the independent judgment of directors set forth in SEC Regulation S-K, Item 404.” 6 Nasdaq states that the disclosure amount from Item 404 was chosen for the independence test in Nasdaq's rules because it was transparent and straightforward for issuers to understand and apply. 7 Moreover, Nasdaq believes that using this disclosure threshold greatly simplifies its proxy review process for assessing compliance with the independent director requirements. In that regard, with the Commission's disclosure threshold set at $120,000, issuers will not be required to disclose lower amounts between $60,000 and $120,000, and therefore, in the absence of the proposed rule change, it would be difficult for Nasdaq to monitor the independent director requirement. 8 6 *See* Securities Exchange Act Release No. 41982 (October 6, 1999), 64 FR 55510 (October 13, 1999). 7 Telephone conference among Ira Brandriss and Kristie Diemer, Special Counsels, Commission, and Erika Moore, Assistant General Counsel, Nasdaq, on November 8, 2006 (“Telephone conference with Nasdaq”). 8 Nasdaq also notes that while the existing Nasdaq rule prohibits an independent director from receiving payments in excess of $60,000, the comparable rule of the New York Stock Exchange LLC (“NYSE”) prohibits compensation in excess of $100,000. *See* Section 303A.02(b)(ii) of the NYSE Listed Company Manual. It should be noted that even when an individual has passed the “bright line” test of independence amended by this proposal, a board of directors could still determine on its own that the individual should not be considered independent, depending upon the amount of the compensation and the surrounding circumstances. *See* Nasdaq Rule 4200(a)(15) and IM-4200. Telephone conference with Nasdaq. 2. Statutory Basis Nasdaq believes that the proposed rule change is consistent with the provisions of Section 6 of the Act, 9 in general and with Section 6(b)(5) of the Act, 10 in particular. Section 6(b)(5) requires, among other things, that Nasdaq's rules be 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. Nasdaq states that the proposed change is consistent with these requirements because it will conform Nasdaq rules to Commission rules and provide a standard that is clear, straightforward and uniform for issuers to understand and apply. 9 15 U.S.C. 78f. 10 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition Nasdaq does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act, as amended. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the date of publication of this notice in the **Federal Register** or within such longer period

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

(ii)as to which Nasdaq 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 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-NASDAQ-2006-041 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-NASDAQ-2006-041. 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 Nasdaq. 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-NASDAQ-2006-041 and should be submitted on or before December 19, 2006. 11 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 11 Jill M. Peterson, Assistant Secretary. [FR Doc. E6-20134 Filed 11-27-06; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54799; File No. SR-NASD-2003-141] Self-Regulatory Organizations: National Association of Securities Dealers, Inc.; Notice of Filing of Amendment Nos. 3, 4, and 5 to a Proposed Rule Change Relating to Additional Mark-Up Policy for Transactions in Debt Securities, Except Municipal Securities November 21, 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 October 11, 2005, November 22, 2005, and October 31, 2006, the National Association of Securities Dealers, Inc. (“NASD”) filed with the Securities and Exchange Commission (“SEC” or “Commission”) Amendment Nos. 3, 4, and 5 to the proposed rule change as described in Items I, II, and III below, which Items have been prepared by NASD. NASD submitted the original proposed rule change to the Commission on September 17, 2003 and filed amendments on June 29, 2004, and February 17, 2005. 3 The Commission published the proposed rule change, as amended by Amendment Nos. 1 and 2, for comment in the **Federal Register** on March 15, 2005. 4 The Commission received six comments on the proposal. 5 NASD submitted a response to these comments on October 4, 2005, and filed Amendment Nos. 3, 4, and 5 to further address the comments and propose responsive amendments. 6 Amendment No. 5 replaces in their entirety the original rule filing and Amendment Nos. 1 through 4 thereto. 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 to SR-NASD-2003-141 made technical changes to the original rule filing. Amendment No. 2 to SR-NASD-2003-141 superseded in its entirety the original rule filing, as amended by Amendment No. 1. 4 *See* Securities Exchange Act Release No. 51338 (March 9, 2005), 70 FR 12764 (March 15, 2005) (NASD-2003-141). 5 The Commission received comments from Mr. Paul Scheurer, Banc of America Securities LLC, The Bond Market Association, CitiGroup Global Markets, Inc., The Asset Managers Forum, and the American Securitization Forum. Two comments were submitted during the comment period which closed on April 5, 2005, and four additional comment letters were submitted after the comment period closed. 6 Both Amendment Nos. 3 and 4 to SR-NASD-2003-141 made technical changes to the rule filing as amended by Amendment No. 2. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change NASD is proposing to adopt NASD IM-2440-2 to NASD Rule 2440 to provide additional mark-up policy for transactions in debt securities, except municipal securities. Below is the amended text of the proposed rule change. Proposed new language is in italic. IM-2440 -1. Mark-Up Policy Remainder of IM-2440-1 No change. IM-2440-2. Additional Mark-Up Policy For Transactions in Debt Securities, Except Municipal Securities 1

(a)Scope *

(1)IM-2440-1 applies to debt securities transactions, and this IM-2440-2 supplements the guidance provided in IM-2440-1. * 1 *The Interpretation does not apply to transactions in municipal securities. Single terms in parentheses within sentences, such as the terms “(sale)” and “(to)” in the phrase, “contemporaneous dealer purchase

(sale)transactions with institutional accounts,” refer to scenarios where a member is charging a customer a mark-down.*

(b)Prevailing Market Price *

(1)A dealer that is acting in a principal capacity in a transaction with a customer and is charging a mark-up or mark-down must mark-up or mark-down the transaction from the prevailing market price. Presumptively for purposes of this IM-2440-2, the prevailing market price for a debt security is established by referring to the dealer's contemporaneous cost as incurred, or contemporaneous proceeds as obtained, consistent with NASD pricing rules. (See, e.g., Rule 2320). * *(2) When the dealer is selling the security to a customer, countervailing evidence of the prevailing market price may be considered only where the dealer made no contemporaneous purchases in the security or can show that in the particular circumstances the dealer's contemporaneous cost is not indicative of the prevailing market price. When the dealer is buying the security from a customer, countervailing evidence of the prevailing market price may be considered only where the dealer made no contemporaneous sales in the security or can show that in the particular circumstances the dealer's contemporaneous proceeds are not indicative of the prevailing market price.* *(3) A dealer's cost is considered contemporaneous if the transaction occurs close enough in time to the subject transaction that it would reasonably be expected to reflect the current market price for the security. (Where a mark-down is being calculated, a dealer's proceeds would be considered contemporaneous if the transaction from which the proceeds result occurs close enough in time to the subject transaction that such proceeds would reasonably be expected to reflect the current market price for the security.* ) *(4) A dealer that effects a transaction in debt securities with a customer and identifies the prevailing market price using a measure other than the dealer's own contemporaneous cost (or, in a mark-down, the dealer's own proceeds) must be prepared to provide evidence that is sufficient to overcome the presumption that the dealer's contemporaneous cost (or, the dealer's proceeds) provides the best measure of the prevailing market price. A dealer may be able to show that its contemporaneous cost is (or proceeds are) not indicative of prevailing market price, and thus overcome the presumption, in instances where

(i)interest rates changed after the dealer's contemporaneous transaction to a degree that such change would reasonably cause a change in debt securities pricing;

(ii)the credit quality of the debt security changed significantly after the dealer's contemporaneous transaction; or

(iii)news was issued or otherwise distributed and known to the marketplace that had an effect on the perceived value of the debt security after the dealer's contemporaneous transaction.* *(5) In instances where the dealer has established that the dealer's cost is (or, in a mark-down, proceeds are) no longer contemporaneous, or where the dealer has presented evidence that is sufficient to overcome the presumption that the dealer's contemporaneous cost (or proceeds) provides the best measure of the prevailing market price, such as those instances described in (b)(4)(i),

(ii)and (iii), a member must consider, in the order listed, the following types of pricing information to determine prevailing market price:* *(A) Prices of any contemporaneous inter-dealer transactions in the security in question* ; *(B) In the absence of transactions described in (A), prices of contemporaneous dealer purchases (sales) in the security in question from

(to)institutional accounts with which any dealer regularly effects transactions in the same security; or* *(C) In the absence of transactions described in

(A)and (B), for actively traded securities, contemporaneous bid (offer) quotations for the security in question made through an inter-dealer mechanism, through which transactions generally occur at the displayed quotations.* *(A member may consider a succeeding category of pricing information only when the prior category does not generate relevant pricing information (e.g., a member may consider pricing information under

(B)only after the member has determined, after applying (A), that there are no contemporaneous inter-dealer transactions in the same security).) In reviewing the pricing information available within each category, the relative weight, for purposes of identifying prevailing market price, of such information (i.e., either a particular transaction price, or, in

(C)above, a particular quotation) depends on the facts and circumstances of the comparison transaction or quotation (i.e., such as whether the dealer in the comparison transaction was on the same side of the market as the dealer is in the subject transaction and timeliness of the information).* *(6) In the event that, in particular circumstances, the above factors are not available, other factors that may be taken into consideration for the purpose of establishing the price from which a customer mark-up (mark-down) may be calculated, include but are not limited to:* • *Prices of contemporaneous inter-dealer transactions in a “similar” security, as defined below, or prices of contemporaneous dealer purchase

(sale)transactions in a “similar” security with institutional accounts with which any dealer regularly effects transactions in the “similar” security with respect to customer mark-ups (mark-downs);* • *Yields calculated from prices of contemporaneous inter-dealer transactions in “similar” securities;* • *Yields calculated from prices of contemporaneous dealer purchase

(sale)transactions with institutional accounts with which any dealer regularly effects transactions in “similar” securities with respect to customer mark-ups (mark-downs); and* • *Yields calculated from validated contemporaneous inter-dealer bid (offer) quotations in “similar” securities for customer mark-ups (mark-downs).* *The relative weight, for purposes of identifying prevailing market price, of the pricing information obtained from the factors set forth above depends on the facts and circumstances surrounding the comparison transaction (i.e., whether the dealer in the comparison transaction was on the same side of the market as the dealer is in the subject transaction, timeliness of the information, and, with respect to the final factor listed above, the relative spread of the quotations in the similar security to the quotations in the subject security).* *(7) Finally, if information concerning the prevailing market price of the subject security cannot be obtained by applying any of the above factors, NASD or its members may consider as a factor in assessing the prevailing market price of a debt security the prices or yields derived from economic models (e.g., discounted cash flow models) that take into account measures such as credit quality, interest rates, industry sector, time to maturity, call provisions and any other embedded options, coupon rate, and face value; and consider all applicable pricing terms and conventions (e.g., coupon frequency and accrual methods). Such models currently may be in use by bond dealers or may be specifically developed by regulators for surveillance purposes.* *

(8)Because the ultimate evidentiary issue is the prevailing market price, isolated transactions or isolated quotations generally will have little or no weight or relevance in establishing prevailing market price. For example, in considering yields of “similar” securities, except in extraordinary circumstances, members may not rely exclusively on isolated transactions or a limited number of transactions that are not fairly representative of the yields of transactions in “similar” securities taken as a whole. * *(9) “Customer,” for purposes of Rule 2440, IM-2440-1 and this IM-2440-2, shall not include a qualified institutional buyer (“QIB”) as defined in Rule 144A under the Securities Act of 1933 that is purchasing or selling a non-investment grade debt security when the dealer has determined, after considering the factors set forth in IM-2310-3, that the QIB has the capacity to evaluate independently the investment risk and in fact is exercising independent judgment in deciding to enter into the transaction. For purposes of Rule 2440, IM-2440-1 and this IM-2440-2, “non-investment grade debt security” means a debt security that:

(i)If rated by only one nationally recognized statistical rating organization (“NRSRO”), is rated lower than one of the four highest generic rating categories;

(ii)if rated by more than one NRSRO, is rated lower than one of the four highest generic rating categories by any of the NRSROs; or

(iii)if unrated, either was analyzed as a non-investment grade debt security by the dealer and the dealer retains credit evaluation documentation and demonstrates to NASD (using credit evaluation or other demonstrable criteria) that the credit quality of the security is, in fact, equivalent to a non-investment grade debt security, or was initially offered and sold and continues to be offered and sold pursuant to an exemption from registration under the Securities Act of 1933.*

(c)“Similar” Securities *(1) A “similar” security should be sufficiently similar to the subject security that it would serve as a reasonable alternative investment to the investor. At a minimum, the security or securities should be sufficiently similar that a market yield for the subject security can be fairly estimated from the yields of the “similar” security or securities. Where a security has several components, appropriate consideration may also be given to the prices or yields of the various components of the security.* *(2) The degree to which a security is “similar,” as that term is used in this IM-2440-2, to the subject security may be determined by factors that include but are not limited to the following:* *(A) Credit quality considerations, such as whether the security is issued by the same or similar entity, bears the same or similar credit rating, or is supported by a similarly strong guarantee or collateral as the subject security (to the extent securities of other issuers are designated as “similar” securities, significant recent information of either issuer that is not yet incorporated in credit ratings should be considered (e.g., changes to ratings outlooks));* *(B) The extent to which the spread (i.e., the spread over U.S. Treasury securities of a similar duration) at which the “similar” security trades is comparable to the spread at which the subject security trades;* *(C) General structural characteristics and provisions of the issue, such as coupon, maturity, duration, complexity or uniqueness of the structure, callability, the likelihood that the security will be called, tendered or exchanged, and other embedded options, as compared with the characteristics of the subject security; and* *(D) Technical factors such as the size of the issue, the float and recent turnover of the issue, and legal restrictions on transferability as compared with the subject security.* *(3) When a debt security's value and pricing is based substantially on, and is highly dependent on, the particular circumstances of the issuer, including creditworthiness and the ability and willingness of the issuer to meet the specific obligations of the security, in most cases other securities will not be sufficiently similar, and therefore, other securities may not be used to establish the prevailing market price.* 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 Background and Introduction Under NASD Rule 2440, “Fair Prices and Commissions,” members are required to sell securities to a customer at a fair price. 7 When a member acts in a principal capacity and sells a security to a customer, a dealer generally “marks up” the security, increasing the total price the customer pays. Conversely, when buying a security from a customer, a dealer that is a principal generally “marks down” the security, reducing the total proceeds the customer receives. NASD IM-2440, “Mark-Up Policy,” provides additional guidance on mark-ups and fair pricing of securities transactions with customers. 8 Both Rule 2440 and IM-2440 apply to transactions in debt securities, and IM-2440 provides that mark-ups for transactions in common stock are customarily higher than those for bond transactions of the same size. 9 7 Rule 2440 specifically provides that a member is required to buy or sell a security at a fair price to customers, “taking into consideration all relevant circumstances, including market conditions with respect to such security at the time of the transaction, the expense involved, and the fact that he is entitled to a profit * * * .” Rule 2320, “Best Execution and Interpositioning,” also addresses a member's obligation in pricing customer transactions. In any transaction for or with a customer or a customer of another broker-dealer, NASD Rule 2320, as amended effective November 8, 2006, requires a member to “use reasonable diligence to ascertain the best market for the subject security and buy or sell in such market so that the resultant price to the customer is as favorable as possible under prevailing market conditions.” *See* Securities Exchange Act Release No. 54339 (August 21, 2006), 71 FR 50959 (August 28, 2006) (order approving proposed rule change and Amendment Nos. 1 through 5; File No. SR-NASD-2004-026); NASD *Notice to Members* 06-58 (October 2006). Together, Rule 2440 and Rule 2320 impose broad responsibilities on broker-dealers to price customer transactions fairly. *Cf.* “Review of Dealer Pricing Responsibilities,” MSRB Notice 2004-3 (January 26, 2004) (discussing MSRB Rules requiring municipal securities dealers to “exercise diligence in establishing the market value of [a] security and the reasonableness of the compensation received on [a] transaction”). 8 The terms “mark-up” and “mark-down” are not found in Rule 2440, but are used in IM-2440. Statements regarding mark-ups also apply generally to mark-downs unless mark-downs are discussed specifically in a separate statement. 9 NASD IM-2440(b)(1). Under Rule 2440 and IM-2440, when a customer buys a security from a dealer, the customer's total purchase price, and the mark-up included in the price, must be fair and reasonable. Similarly, when a customer sells a security to a dealer, the customer's total proceeds from the sale, which were reduced by the mark-down, and the mark-down, must be fair and reasonable. A key step in determining whether a mark-up (mark-down) is fair and reasonable is correctly identifying the *prevailing market price* of the security, which is the basis from which the mark-up (mark-down) is calculated. 10 10 IM-2440 states: “It shall be deemed a violation of Rule 2110 and Rule 2440 for a member to enter into any transaction with a customer in any security at any price not reasonably related to the current market price of the security or to charge a commission which is not reasonable.” The Proposed Interpretation, “IM-2440-2, Additional Mark-Up Policy For Transactions in Debt Securities, Except Municipal Securities” (“Proposed Interpretation”), provides additional guidance on mark-ups (mark-downs) in debt securities transactions, except municipal securities transactions. 11 The Proposed Interpretation addresses two fundamental issues in debt securities transactions:

(1)How does a dealer correctly identify the prevailing market price of a debt security; and

(2)what is a “similar” security and when may it be considered in determining the prevailing market price. As part of the discussion of prevailing market price, the Proposed Interpretation provides guidance on the meaning of “contemporaneous.” 12 In addition, NASD proposes a significant exclusion from Rule 2440, IM-2440-1 13 and the Proposed Interpretation for broker-dealers engaging in non-investment grade debt securities transactions with certain institutional accounts. 14 11 MSRB rule G-30, “Prices and Commissions,” applies to transactions in municipal securities, and requires that a municipal securities dealer engaging in a transaction as a principal with a customer must buy or sell securities at an aggregate price that is “fair and reasonable.” 12 *See* Proposed IM-2440-2(b)(3). 13 If the Commission adopts the Proposed Interpretation, current IM-2440 will be re-numbered as IM-2440-1. IM-2440 is referred to hereinafter as IM-2440-1. 14 *See* Proposed IM-2440-2(b)(9). Prevailing Market Price The Proposed Interpretation provides that when a dealer calculates a mark-up (or a mark-down), the best measure of the prevailing market price of the security is presumptively the dealer's contemporaneous cost (proceeds). 15 Further, the dealer may look to countervailing evidence of the prevailing market price *only* where the dealer, when selling a security, made no contemporaneous purchases in the security or can show that in the particular circumstances the dealer's contemporaneous cost is not indicative of the prevailing market price. 16 When buying a security from a customer, the dealer may look to countervailing evidence of the prevailing market price *only* where the dealer made no contemporaneous sales in the security or can show that in the particular circumstances the dealer's contemporaneous proceeds are not indicative of the prevailing market price. 17 15 *See* Proposed IM-2440-2(b)(1). Of course, if a dealer violates NASD Rule 2320, the dealer's contemporaneous cost (proceeds) in such transactions would not be a reliable indicator of the prevailing market price for the purpose of determining a mark-up or mark-down. If a dealer violates Rule 2320 because the dealer fails to exercise diligence, fails to negotiate at arms length in the market, or engages in fraudulent transactions, including those entered into in collusion with other dealers or brokers, including inter-dealer brokers, the price that the dealer obtains is not a price reflecting market forces, and, therefore, is not a valid indicator of the prevailing market price and should not be used to calculate a mark-up (mark-down). In addition, if a dealer that is not a party to a transaction engages in conduct to improperly influence the pricing of such transaction, the dealer could not properly use the execution price as the basis from which to compute a mark-up (mark-down) because the execution price does not represent the prevailing market price of the security. 16 *See* Proposed IM-2440-2(b)(2). 17 *See id.* The presumption that contemporaneous cost is the best evidence of prevailing market price is found in many cases and NASD decisions, and its specific applicability to debt securities transactions was addressed by the SEC as early as 1992 in *F.B. Horner & Associates, Inc.* 18 (“F.B. Horner”), a debt mark-up case. In *F. B. Horner* , the SEC stated: “We have consistently held that where, as in the present case, a dealer is not a market maker, the best evidence of the current market, absent countervailing evidence, is the dealer's contemporaneous cost.” 19 The basis for the standard was also restated by the Commission. “That standard, which has received judicial approval, reflects the fact that the prices paid for a security by a dealer in transactions closely related in time to his retail sales are normally a highly reliable indication of the prevailing market.” 20 18 50 S.E.C. 1063 (1992), *aff'd* , 994 F.2d 61 (2d Cir. 1993). 19 *F.B. Horner* , 50 S.E.C. at 1065-66. The term “market maker” is defined in Section 3(a)(38) of the Act, 15 U.S.C. 78c(a)(38), and a dealer in debt securities must meet the legal requirements of Section 3(a)(38) to be considered a market maker. 20 *F.B. Horner* , 50 S.E.C. at 1066 (citations omitted). The Proposed Interpretation recognizes that in some circumstances a dealer may seek to overcome the presumption that the dealer's own contemporaneous cost is (or proceeds are) the prevailing market price of the subject security for determining a mark-up (mark-down), and sets forth a process for identifying a value other than the dealer's own contemporaneous cost (proceeds). 21 21 *See* Proposed IM-2440-2(b)(4). Cases Where the Presumption May Be Overcome A dealer may seek to overcome the presumption that its contemporaneous cost or proceeds are not indicative of the prevailing market price in any of three instances:

(i)Interest rates changed after the dealer's contemporaneous transaction to a degree that such change would reasonably cause a change in debt securities pricing;

(ii)the credit quality of the debt security changed significantly after the dealer's contemporaneous transaction; or

(iii)news was issued or otherwise distributed and known to the marketplace that had an effect on the perceived value of the debt security after the dealer's contemporaneous transaction. 22 22 *See id.* Interest Rates The Proposed Interpretation provides that a dealer may seek to overcome the presumption that its contemporaneous cost or proceeds are not indicative of the prevailing market price where interest rates changed after the dealer's contemporaneous transaction to a degree that such change would reasonably cause a change in debt securities pricing. 23 Changes in interest rates generally affect almost all debt securities pricing; when interest rates change, the price of a debt security is adjusted up or down so that the yield of the debt security remains comparable to other debt securities with the same or equivalent attributes, structures and characteristics ( *e.g.* , equivalent credit quality and ratings, equivalent call or put features, etc.). 23 *See id.* Credit Quality The Proposed Interpretation also provides that a dealer may be able to show that its contemporaneous cost is not indicative of prevailing market price where the credit quality of the debt security changed significantly after the dealer's contemporaneous transaction. 24 Although an announcement by a nationally recognized statistical rating organization (“NRSRO”) that it has reviewed the issuer's credit and has changed the issuer's credit rating is an easily identifiable incidence of a change of credit quality, the category is not limited to such announcements. It may be possible for a dealer to establish that the issuer's credit quality changed in the absence of such an announcement; conversely, NASD may determine that the issuer's credit quality had changed and such change was known to the market and factored into the price of the debt security before the dealer's transaction (the transaction used to measure the dealer's contemporaneous cost) occurred. 24 *See id.* News NASD proposes that a dealer may be able to show that its contemporaneous cost is (or proceeds are) not indicative of prevailing market price where news was issued or otherwise distributed and known to the marketplace that had an effect on the perceived value of the debt security after the dealer's contemporaneous transaction. 25 In such cases the dealer would be permitted to look at factors, as set out in the proposal, other than the dealer's own contemporaneous cost to establish prevailing market price. NASD proposes to include this provision in response to comments filed regarding the Proposed Interpretation. NASD agrees with commenters that certain news affecting an issuer, such as news of legislation, may affect either a particular issuer or a group or sector of issuer and may not clearly fit within the two previously identified categories—interest rate changes and credit quality changes. Such news may cause price shifts in a debt security, invalidating the dealer's own “contemporaneous cost” as a reliable and accurate measure of prevailing market price. 26 25 *See id.* 26 “News” referred to in paragraph (b)(4) of the Proposed Interpretation that may not be included in either of the other two categories referred to in paragraph (b)(4) may affect specific issuers, a group of issuers or an industry sector and includes news such as pending or contemplated legislative developments ( *e.g.* , relating to asbestos claims); the announcement of a judicial decision; the announcement of new pension regulation or a new interpretation; and the announcement of a natural disaster, an attack or a war. Determining What Is Contemporaneous A broker-dealer must determine whether a transaction is contemporaneous to apply the guidance in the Proposed Interpretation, and, particularly, to identify the prevailing market price of a debt security. Although what is considered contemporaneous for purposes of determining a mark-up (mark-down) in a particular transaction is a facts-and-circumstances test, in response to the requests of commenters, NASD proposes to include in the Proposed Interpretation the following guidance: A dealer's cost is considered contemporaneous if the transaction occurs close enough in time to the subject transaction that it would reasonably be expected to reflect the current market price for the security. (Where a mark-down is being calculated, a dealer's proceeds would be considered contemporaneous if the transaction from which the proceeds result occurs close enough in time to the subject transaction that such proceeds would reasonably be expected to reflect the current market price for the security.) 27 27 *See* Proposed IM-2440-2(b)(3). Identifying Prevailing Market Price If Other Than Contemporaneous Cost or Proceeds When calculating a mark-up, where the dealer has established that the dealer's cost is (or in a mark-down, proceeds are) no longer contemporaneous, 28 or where the dealer has presented evidence that is sufficient to overcome the presumption that the dealer's contemporaneous cost provides (or proceeds provide) the best measure of the prevailing market price, such as when there are interest rate changes, credit quality changes, or news events or announcements as described above and set forth in paragraph (b)(4) of the Proposed Interpretation, the dealer must follow a process for determining prevailing market price, considering certain factors in the appropriate order, as set forth in the Proposed Interpretation. Initially, a dealer must look to three factors or measures in the order they are presented (the “Hierarchy”) to determine prevailing market price. The most important and first factor in the Hierarchy is the pricing of any contemporaneous inter-dealer transactions in the same security. 29 The second most important factor in the Hierarchy recognizes the role of certain large institutions in the fixed income securities markets. In the absence of inter-dealer transactions, the second factor a dealer must consider is the prices of contemporaneous dealer purchases in the security in question from institutional accounts with which any dealer regularly effects transactions in the same security. 30 If contemporaneous inter-dealer trades or dealer-institutional trades in the same security are not available, a dealer must look to the third factor in the Hierarchy, which may be applied only to actively traded securities. For actively traded securities, a dealer is required to look to contemporaneous bid (offer) quotations for the security in question for proof of the prevailing market price if such quotations are made through an inter-dealer mechanism through which transactions generally occur at the displayed quotations. 31 28 A dealer that has not engaged in trading in the subject security for an extended period can evidence that it has no contemporaneous cost (proceeds) to refer to as a basis for computing a mark-up (mark-down). 29 *See* Proposed IM-2440-2(b)(5)(A). 30 *See* Proposed IM-2440-2(b)(5)(B). Contemporaneous dealer sales with such institutional accounts would be used to calculate a mark-down. If a dealer has overcome the presumption by establishing, for example, that the credit quality of the security changed significantly after the dealer's trade, any inter-dealer or dealer-institutional trades in the same security *that occurred prior to the change in credit quality* would not be valid measures of the prevailing market price as such transactions would be subject to the same defect. 31 *See* Proposed IM-2440-2(b)(5)(C). Additional Factors That May Be Considered If none of the three factors in the Hierarchy is available, the dealer then may take into consideration the non-exclusive list of four factors in the Proposed Interpretation in trying to establish prevailing market price using a measure other than the dealer's contemporaneous cost (proceeds). In contrast to the Hierarchy of three factors discussed above, a dealer is not required to consider the four factors below in a particular order. The four factors reflect the particular nature of the debt markets and the trading and valuation of debt securities. They are: • Prices of contemporaneous inter-dealer transactions in a “similar” security, as defined below, or prices of contemporaneous dealer purchase

(sale)transactions in a “similar” security with institutional accounts with which any dealer regularly effects transactions in the “similar” security with respect to customer mark-ups (mark-downs); • Yields calculated from prices of contemporaneous inter-dealer transactions in “similar” securities; • Yields calculated from prices of contemporaneous purchase

(sale)transactions with institutional accounts with which any dealer regularly effects transactions in “similar” securities with respect to customer mark-ups (mark-downs); and • Yields calculated from validated contemporaneous inter-dealer bid (offer) quotations in “similar” securities for customer mark-ups (mark-downs). When applying one or more of the four factors, a dealer must consider that the ultimate evidentiary issue is whether the prevailing market price of the security will be correctly identified. As stated in the Proposed Interpretation, the relative weight of the pricing information obtained from the factors depends on the facts and circumstances surrounding the comparison transaction ( *i.e.* , whether the dealer in the comparison transaction was on the same side of the market as the dealer is in the subject transaction, timeliness of the information, and, with respect to the final factor listed above, the relative spread of the quotations in the “similar” security to the quotations in the subject security). 32 32 *See* Proposed IM-2440-2(b)(6). Finally, if information concerning the prevailing market price of the subject security cannot be obtained by applying any of the above factors, a member may consider as a factor in determining the prevailing market price the prices or yields derived from economic models that take into account measures such as credit quality, interest rates, industry sector, time to maturity, call provisions and any other embedded options, coupon rate, and face value; and consider all applicable pricing terms and conventions ( *e.g.* , coupon frequency and accrual methods). 33 However, dealers may not use any economic model to establish the prevailing market price for mark-up (mark-down) purposes, except in limited instances where none of the three factors in the Hierarchy and none of the four factors in proposed paragraph (b)(6) apply. For example, application of the Hierarchy and the four factors in proposed paragraph (b)(6) may not yield pricing information when the subject security is infrequently traded, and the security is of such low credit quality ( *e.g.* , a distressed debt security) that a dealer cannot identify a “similar” security. 34 33 *See* Proposed IM-2440-2(b)(7). 34 When a dealer seeks to identify prevailing market price using other than the dealer's contemporaneous cost or contemporaneous proceeds, the dealer must be prepared to provide evidence that will establish the dealer's basis for not using contemporaneous cost (proceeds), and information about the other values reviewed ( *e.g.* , the specific prices and/or yields of securities that were identified as similar securities) in order to determine the prevailing market price of the subject security. If a firm relies upon pricing information from a model the firm uses or has developed, the firm must be able to provide information that was used on the day of the transaction to develop the pricing information ( *i.e.* , the data that was input and the data that the model generated and the firm used to arrive at prevailing market price). The final principle in the Proposed Interpretation regarding prevailing market price addresses the use of pricing information from isolated transactions or quotations. The Proposed Interpretation provides that “isolated transactions or isolated quotations generally will have little or no weight or relevance in establishing prevailing market price. For example, in considering yields of ‘similar' securities, except in extraordinary circumstances, members may not rely exclusively on isolated transactions or a limited number of transactions that are not fairly representative of the yields of transactions in ‘similar' securities taken as a whole.” 35 35 *See* Proposed IM-2440-2(b)(8). Certain Institutions Not Treated As Customers in Transactions in Non-Investment Grade Debt Securities Commenters expressed concerns about the application of the original proposed rule change, as amended, to transactions between broker-dealers and large, knowledgeable institutions involving generally thinly traded, risky, and often volatile non-investment grade debt securities. In Amendment No. 5, NASD addresses these concerns and proposes, for purposes of Rule 2440, IM-2440-1 and the Proposed Interpretation, that in transactions in non-investment grade debt securities (including certain unrated securities), the term “customer” shall not include a qualified institutional buyer (“QIB”), as defined in Rule 144A under the Securities Act of 1933 (“Securities Act”) provided other conditions are met. Specifically, the Proposed Interpretation provides that, for purposes of Rule 2440, IM-2440-1 and the Proposed Interpretation, the term “customer” shall not include: A qualified institutional buyer (“QIB”) as defined in Rule 144A under the Securities Act of 1933 that is purchasing or selling a non-investment grade debt security, when the member has determined, after considering the factors set forth in IM-2310-3, that the QIB has the capacity to evaluate independently the investment risk and in fact is exercising independent judgment in deciding to enter into the transaction. 36 36 *See* Proposed IM-2440-2(b)(9). In NASD IM-2310-3, NASD sets forth a non-exclusive list of factors (or considerations) that a member may include in assessing and determining an institutional customer's capability to evaluate investment risk independently. These factors allow a member to examine the institutional customer's capability to make its own investment decisions, including examining the resources available to the institutional customer to make informed decisions, and include: • The use of one or more consultants, investment advisers or bank trust departments; • The general level of experience of the institutional customer in financial markets and specific experience with the type of instruments under consideration; • The customer's ability to understand the economic features of the security involved; • The customer's ability to independently evaluate how market developments would affect the security; and • The complexity of the security or securities involved. In addition, IM-2310-3 contains a non-exclusive list of factors (or considerations) for a member to use in determining if an institutional customer is making an independent investment decision. These factors probe the nature of the relationship that exists between the member and institutional customer and include: • Any written or oral understanding that exists between the member and the customer regarding the nature of the relationship between the member and the customer and the services to be rendered by the member; • The presence or absence of a pattern of acceptance of the member's recommendations; • The use by the customer of ideas, suggestions, market views and information obtained from other members or market professionals, particularly those relating to the same type of securities; and • The extent to which the member has received from the customer current comprehensive portfolio information in connection with discussing recommended transactions or has not been provided important information regarding its portfolio or investment objectives. In addition, NASD proposes to define the term “non-investment grade debt security” broadly for purposes of NASD Rule 2440, IM-2440-1 and the Proposed Interpretation. Specifically, “non-investment grade debt security” shall mean a debt security that

(i)if rated by only one NRSRO, is rated lower than one of the four highest generic rating categories;

(ii)if rated by more than one NRSRO, is rated lower than one of the four highest generic rating categories by any of the NRSROs; or

(iii)if unrated, either was analyzed as a non-investment grade debt security by the member and the member retains credit evaluation documentation and demonstrates to NASD (using credit evaluation or other demonstrable criteria) that the credit quality of the security is, in fact, equivalent to a non-investment grade debt security, or was initially offered and sold and continues to be offered and sold pursuant to an exemption from registration under the Securities Act. 37 37 *See* Proposed IM-2440-2(b)(9). The Proposed Interpretation recognizes and broadly addresses the most significant concerns of the comments received regarding the original proposed rule change, as amended. Many large institutional investors have sufficient knowledge of the market or certain sectors of the market to trade debt securities with broker-dealers at prices negotiated at arms length, reducing the need for such customers to be protected with respect to every transaction under Rule 2440, IM-2440-1 and the Proposed Interpretation. Further, the application of the Proposed Interpretation to generally illiquid market sectors, such as non-investment grade debt securities and bespoke or unique structured products that are sold pursuant to an exemption from registration under the Securities Act, and thereafter continue to be resold in private transactions rather than in the public markets, often may yield little or no pricing information that a dealer may use with confidence to determine the prevailing market price and a fair mark-up or mark-down for such debt securities transactions. It should be noted that even with respect to transactions with institutions that do not qualify for the exemption under proposed paragraph (b)(9), it would still be possible for a dealer to identify prevailing market price using information other than the dealer's contemporaneous cost (or proceeds), if done in accordance with the other provisions of the Proposed Interpretation. Previously Proposed Concepts About Prevailing Market Price That Are Withdrawn *Specified Institutional Trade.* In Amendment No. 1, NASD proposed that a dealer could seek to overcome the presumption that its contemporaneous cost or proceeds are indicative of the prevailing market price where the dealer establishes that the dealer's contemporaneous trade was a “Specified Institutional Trade”—a trade with an institutional account with which the dealer regularly effected transactions in the same or a similar security under certain conditions (“SIT”). 38 NASD subsequently withdrew the concept of SIT and substituted the size proposal set forth below. 38 A “Specified Institutional Trade” was defined as a dealer's contemporaneous trade with an institutional account with which the dealer regularly effects transactions in the same or a “similar” security, as defined in the Proposed Interpretation, and in the case of a sale to such an account, the trade was executed at a price higher than the then prevailing market price, or in the case of a purchase from such an account, the trade was executed at a price lower than the then prevailing market price, and the execution price was away from the prevailing market price because of the size and risk of the transaction. In instances when the dealer would have established that the dealer's contemporaneous trade was an SIT, to overcome the presumption that the dealer's contemporaneous cost was (or proceeds were) the best measure of the prevailing market price, the dealer would have been required to provide evidence of prevailing market price by referring *exclusively* to inter-dealer trades in the same security executed contemporaneously with the dealer's SIT. *Size Proposal* . In Amendment Nos. 3 and 4, NASD proposed, instead of Specified Institutional Trades, the size proposal (“Size proposal”). As NASD stated in its Statement of Purpose for Amendment No. 3, “a large or a small transaction executed at a price away from the prevailing market price of the security, as evidenced by certain contemporaneous transactions, is an instance where it may be appropriate for the dealer to show that its contemporaneous cost (proceeds) is not indicative of prevailing market price.” The proposed change was intended to provide dealers greater flexibility to identify prevailing market price using a non-contemporaneous cost value than provided by the SIT provision proposed in Amendment No. 1. 39 39 The SIT proposal was proposed in Amendment No. 1. In Amendment No. 3, NASD deleted the SIT proposal and replaced it with the Size proposal. Also in Amendment No. 3, references to size of trade as a consideration or a factor in pricing were added in other provisions. In Amendment No. 4, NASD submitted clarifications regarding the Size proposal. In Amendment No. 5, such references to size were deleted. NASD also withdraws the Size proposal. Instead, NASD is proposing that, for purposes of Rule 2440, IM-2440-1 and the Proposed Interpretation, broker-dealers would not be required to treat QIBs engaging in transactions in non-investment grade debt securities as customers, if the broker-dealer determines, “after considering the factors set forth in IM-2310-3, that the QIB has the capacity to evaluate independently the investment risk and in fact is exercising independent judgment in deciding to enter into the transaction.” The proposed amendment recognizes and addresses the concerns of commenters more clearly and more broadly than either the withdrawn SIT or Size proposals. *“Similar” Securities.* The definition of “similar” security, and the uses and limitations of “similar” securities are the second part of the Proposed Interpretation. Several of the factors referenced above to which a dealer may refer when determining the prevailing market price as a value that is other than the dealer's contemporaneous cost (proceeds) require a dealer to identify one or more “similar” securities. The Proposed Interpretation provides that a “similar” security should be sufficiently similar to the subject security that it would serve as a reasonable alternative investment. In addition, at a minimum, a dealer must be able to fairly estimate the market yield for the subject security from the yields of “similar” securities. 40 Finally, to aid members in identifying “similar” securities when appropriate, the Proposed Interpretation sets forth a list of non-exclusive factors to determine the similarity between the subject security and one or more other securities. The non-exclusive list of factors that can be used to assess similarity includes the following: 40 *See* Proposed IM-2440-2(c)(1).

(a)Credit quality considerations, such as whether the security is issued by the same or similar entity, bears the same or similar credit rating, or is supported by a similarly strong guarantee or collateral as the subject security (to the extent securities of other issuers are designated as “similar” securities, significant recent information of either issuer that is not yet incorporated in credit ratings should be considered ( *e.g.* , changes in ratings outlooks)); 41 41 *See* Proposed IM-2440-2(c)(2)(A).

(b)The extent to which the spread ( *i.e.* , the spread over U.S. Treasury securities of a similar duration) at which the “similar” security trades is comparable to the spread at which the subject security trades; 42 42 *See* Proposed IM-2440-2(c)(2)(B).

(c)General structural characteristics and provisions of the issue, such as coupon, maturity, duration, complexity or uniqueness of the structure, callability, the likelihood that the security will be called, tendered or exchanged, and other embedded options, as compared with the characteristics of the subject security; 43 and 43 *See* Proposed IM-2440-2(c)(2)(C).

(d)Technical factors, such as the size of the issue, the float and recent turnover of the issue, and legal restrictions on transferability as compared with the subject security. 44 44 *See* Proposed IM-2440-2(c)(2)(D). The Proposed Interpretation also states that, for certain securities, there are no “similar” securities. Specifically, when a debt security's value and pricing is based substantially on, and is highly dependent on, the particular circumstances of the issuer, including creditworthiness and the ability and willingness of the issuer to meet the specific obligations of the security, in most cases other securities will not be sufficiently similar, and therefore, other securities may not be used to establish prevailing market price of the subject security. *See* Proposed IM-2440-2(c)(3). As noted above, NASD may consider a dealer's pricing information obtained from an economic model to establish prevailing market price, when “similar” securities do not exist and facts and circumstances have combined to create a price information void in the subject security. In addition, as provided in the Proposed Interpretation, NASD also may look to economic models other than the dealer's to make determinations as to the prevailing market price of a security. The provisions regarding “similar” securities, if adopted, would affirm explicitly, for the first time, that it may be appropriate under specified circumstances to refer to “similar” securities to determine prevailing market price. In addition, the Proposed Interpretation provides guidance as to the degree of similarity that is required. Also, the Proposed Interpretation recognizes an additional source of pricing information, *i.e.* , certain economic models, that a dealer may consider in determining prevailing market price when all other factors, including those employing “similar” securities, do not render relevant pricing information because transactions and quotes (that have been validated by active trading) have not occurred in the subject security and there are no “similar” securities. Thus, when all other factors have been considered but are irrelevant, such as when a very distressed, very illiquid security is traded, the Proposed Interpretation provides the flexibility to determine prevailing market price and an appropriate mark-up (mark-down). *Conclusion.* NASD believes that the Proposed Interpretation recognizes the special characteristics of debt instruments, reflects the particular nature of trading in the debt markets, and provides important guidance to all members engaged in debt securities transactions. The guidance sets forth clearly a basic principle in NASD's rules: a dealer's contemporaneous cost (or, when calculating a mark-down, a dealer's contemporaneous proceeds) is presumptively the prevailing market price in debt securities transactions. In addition, the Proposed Interpretation provides guidance on when this principle may not be applicable, and, in those cases, guidance on the dealer's obligation to provide evidence of the prevailing market price using the factors set forth above, and, as applicable, in the priority set forth above, and any other relevant evidence of prevailing market price. NASD also proposes to recognize, in limited circumstances, that a dealer may refer to an economic model to provide evidence of the prevailing market price of a security when the security is sufficiently illiquid that the debt market does not provide evidence of the prevailing market price, and the security does not meet other criteria and therefore cannot be compared with a “similar” security. The Proposed Interpretation now includes an exemption from Rule 2440, IM-2440-1 and the Proposed Interpretation for certain transactions in non-investment grade debt securities between broker-dealers and certain QIB customers. NASD believes that many of the concerns and objections raised by commenters regarding the regulation of mark-ups (mark-downs) in debt securities transactions between broker-dealers and institutional customers are addressed by the inclusion of the proposed exemption. Finally, the Proposed Interpretation announces explicitly that a dealer is permitted to use “similar” securities in some cases where the dealer is identifying the prevailing market price of a security using a measure other than the dealer's contemporaneous cost (or contemporaneous proceeds). NASD's recognition of the limited but appropriate use of a “similar” security includes guidance on which securities may be considered “similar” securities. NASD believes that the Proposed Interpretation is an important first step in developing additional mark-up guidance for members engaged in debt securities transactions with customers on a principal basis. 2. Statutory Basis NASD believes that the proposed rule change is consistent with the provisions of Section 15A(b)(6) of the Act, 45 which requires, among other things, that NASD rules must be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and, in general, to protect investors and the public interest. NASD believes that clarifying the standard for correctly identifying the prevailing market price of a debt security for purposes of calculating a mark-up (mark-down), clarifying the additional obligations of a member when it seeks to use a measure other than the member's own contemporaneous cost (proceeds) as the prevailing market price, and confirming that similar securities may be used in certain instances to determine the prevailing market price are measures designed to prevent fraudulent practices, promote just and equitable principles of trade, and protect investors and the public interest. Further, the inclusion of an exemption from Rule 2440, IM-2440-1 and the Proposed Interpretation for transactions in non-investment grade debt securities between broker-dealers and certain QIBs provides such parties flexibility and will not impair or burden the markets or the parties trading in non-investment grade debt securities. 45 15 U.S.C. 78o-3(b)(6). 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 NASD has responded previously to industry and SEC comments regarding this rule change. See NASD Response to Comments, filed on October 4, 2005. 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 is consistent with the Act. 46 Comments may be submitted by any of the following methods: 46 The Commission will consider the comments we previously received. Commenters may reiterate or cross-reference previously submitted comments. 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-2003-141 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-2003-141. 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 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-2003-141 and should be submitted on or before December 19, 2006. 47 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 47 Nancy M. Morris, Secretary. [FR Doc. E6-20068 Filed 11-27-06; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54800; File No. SR-NYSE-2006-69] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of a Proposed Rule Change and Amendment No. 1 Thereto To List and Trade Exchange-Traded Notes of Barclays Bank PLC Linked to the Performance of the MSCI India Equities Index November 21, 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 24, 2006 the New York Stock Exchange LLC (“NYSE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule changes as described in Items I, II and III below, which Items have been prepared by the Exchange. On November 8, 2006, the Exchange submitted Amendment No. 1. 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 replaced and superseded the Exchange's original submission in its entirety. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to list and trade exchange-traded notes (“Notes”) of Barclays Bank PLC (“Barclays”) linked to the performance of the MSCI India Total Return Index SM (“Index”). 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 NYSE has prepared summaries, set forth in Sections A, B and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Notes Under Section 703.19 of the Listed Company Manual (“Manual”), the Exchange may approve for listing and trading securities not otherwise covered by the criteria of Sections 1 and 7 of the Manual, provided the issue is suited for auction market trading. The Exchange proposes to list and trade, under Section 703.19 of the Manual, the Notes, which are linked to the performance of the Index. Barclays intends to issue the Notes under the name “iPath SM Exchange-Traded Notes.” The Exchange believes that the Notes will conform to the initial listing standards for equity securities under Section 703.19, as Barclays is an affiliate of Barclays PLC, 4 which is an Exchange-listed company in good standing, the Notes will have a minimum life of one year, the minimum public market value of the Notes at the time of issuance will exceed $4 million, there will be at least one million Notes outstanding, and there will be at least 400 holders at the time of issuance. The Notes are a series of debt securities of Barclays that provide for a cash payment at maturity or upon earlier redemption at the holder's option, based on the performance of the Index subject to the adjustments described below. The original issue price of each Note will be $50. The Notes will trade on the Exchange's equity trading floor, and the Exchange's existing equity trading rules will apply to trading in the Notes. The Notes will not have a minimum principal amount that will be repaid and, accordingly, payment on the Notes prior to or at maturity may be less than the original issue price of the Notes. In fact, the value of the Index must increase for the investor to receive at least the $50 principal amount per Note at maturity or upon redemption. If the value of the Index decreases or does not increase sufficiently to offset the investor fee (described below), the investor will receive less, and possibly significantly less, than the $50 principal amount per Note. In addition, holders of the Notes will not receive any interest payments from the Notes. The Notes will have a term of 30 years. The Notes are not callable. 4 The issuer of the Notes, Barclays, is an affiliate of an Exchange-listed company (Barclays PLC) and not an Exchange-listed company itself. However, Barclays, though an affiliate of Barclays PLC, would exceed the Exchange's earnings and minimum tangible net worth requirements in Section 102 of the Manual. Additionally, Barclays has informed the Exchange that the original issue price of the Notes, when combined with the original issue price of all other iPath securities offerings of the issuer that are listed on a national securities exchange (or association), does not exceed 25% of the issuer's net worth. Holders who have not previously redeemed their Notes will receive a cash payment at maturity equal to the initial issue price of their Notes times the index factor on the Final Valuation Date (as defined below) minus the investor fee on the Final Valuation Date. The “index factor” on any given day will be equal to the closing value of the Index on that day divided by the initial index level. The “initial index level” is the closing value of the Index on the date of issuance of the Notes, and the “final index level” is the closing value of the Index on the Final Valuation Date. The investor fee will be equal to 0.89% per year times the principal amount of Holders' Notes times the index factor, calculated on a daily basis in the following manner: The investor fee on the date of issuance will equal zero. On each subsequent calendar day until maturity or early redemption, the investor fee will increase by an amount equal to 0.89% times the principal amount of holders' Notes times the index factor on that day (or, if such day is not a trading day, the index factor on the immediately preceding trading day) divided by 365. Prior to maturity, holders may, subject to certain restrictions, redeem their Notes on any Redemption Date (defined below) during the term of the Notes, provided that they present at least 50,000 Notes for redemption. The Exchange states that holders may also act through a broker-dealer or other financial intermediary exempt from being (or otherwise not required to be) registered as a broker-dealer 5 that is willing to bundle their Notes for redemption with other investors' securities. Barclays may from time to time in its sole discretion reduce, in part or in whole, the minimum redemption amount of 50,000 Notes. The Exchange states that any such reduction will be applied on a consistent basis for all holders of Notes at the time the reduction becomes effective. If a holder chooses to redeem such holder's Notes, the holder will receive a cash payment on the applicable Redemption Date equal to the Weekly Redemption Value, which is the initial issue price of such holder's Notes times the index factor on the applicable Valuation Date minus the investor fee on the applicable Valuation Date, less the redemption charge. The “redemption charge” is a one-time charge imposed upon early redemption and is equal to 0.00125 times the Weekly Redemption Value. The investor fee and the redemption charge are the only fees holders will be charged in connection with their ownership of the Notes. A “Redemption Date” is the third business day following a Valuation Date (other than the Final Valuation Date (defined below)). A “Valuation Date” is each Thursday from the first Thursday after issuance of the Notes until the last Thursday before maturity of the Notes (the “Final Valuation Date”) inclusive (or, if such date is not a trading day, 6 the next succeeding trading day), unless the calculation agent determines that a market disruption event, as described below, occurs or is continuing on that day. 7 In that event, the Valuation Date for the maturity date or corresponding Redemption Date, as the case may be, will be the first following trading day on which the calculation agent determines that a market disruption event does not occur and is not continuing. In no event, however, will a Valuation Date be postponed by more than five trading days. 5 Telephone conference between John Carey, Assistant General Counsel, NYSE, and Florence Harmon, Senior Special Counsel, Commission, Division of Market Regulation (“Division”), on November 20, 2006 (“Telephone Conference”). 6 A trading day is a day on which

(i)the value of the Index is published by MSCI,

(ii)trading is generally conducted on the NYSE, and

(iii)trading is generally conducted on the National Stock Exchange of India (the “NSE”), as determined by the calculation agent in its sole discretion. 7 Barclays will serve as the initial calculation agent. The Exchange states that any of the following will be a market disruption event:

(i)A suspension, absence, or material limitation of trading in a material number of Index Components, as determined by the calculation agent in its sole discretion,

(ii)a suspension, absence, or material limitation of trading in option or futures contracts relating to the Index or a material number of Index Components in the primary market for those contracts for more than two hours of trading or during the one-half hour before the close of trading in the relevant market, as determined by the calculation agent in its sole discretion,

(iii)the Index is not published, or

(iv)any other event, if the calculation agent determines in its sole discretion that such event materially interferes with the ability of Barclays or any of its affiliates to unwind all or a material portion of certain hedges with respect to the Notes that Barclays or any of its affiliates have effected or may effect. If a Valuation Date is postponed by five trading days, that fifth day will nevertheless be the date on which the value of the Index will be determined by the calculation agent. In such an event, the calculation agent will make a good faith estimate in its sole discretion of the value of the Index. To redeem their Notes, a holder must instruct his broker or other person through whom he holds his Notes to take the following steps:

(i)Deliver a notice of redemption to Barclays via e-mail by no later than 11 a.m. Eastern Time (“ET”) on the business day prior to the applicable Valuation Date; if Barclays receives such notice by the time specified, it will respond by sending the holder a form of confirmation of redemption,

(ii)deliver the signed confirmation of redemption to Barclays via facsimile in the specified form by 4 p.m. ET on the same day; Barclays or its affiliate must acknowledge receipt in order for the confirmation to be effective,

(iii)instruct the holder's Depository Trust Company (“DTC”) custodian to book a delivery vs. payment trade with respect to the holder's Notes on the Valuation Date at a price equal to the applicable Weekly Redemption Value, facing Barclays Capital DTC 5101, and

(iv)cause the holder's DTC custodian to deliver the trade as booked for settlement via DTC at or prior to 10 a.m. ET on the applicable Redemption Date (the third business day following the Valuation Date). If holders elect to redeem their Notes, Barclays may request that Barclays Capital Inc. (a broker-dealer) purchase the Notes for the cash amount that would otherwise have been payable by Barclays upon redemption. In this case, Barclays will remain obligated to redeem the Notes if Barclays Capital Inc. fails to purchase the Notes. Any Notes purchased by Barclays Capital Inc. may remain outstanding. If an event of default occurs and the maturity of the Notes is accelerated, Barclays will pay the default amount in respect of the principal of the Notes at maturity. The default amount for the Notes on any day will be an amount, determined by the calculation agent in its sole discretion, equal to the cost of having a qualified financial institution, of the kind and selected as described below, expressly assume all Barclays' payment and other obligations with respect to the Notes as of that day and as if no default or acceleration had occurred, or to undertake other obligations providing substantially equivalent economic value to the holders of the Notes with respect to the Notes. That cost would equal:

(i)The lowest amount that a qualified financial institution would charge to effect this assumption or undertaking, plus

(ii)the reasonable expenses, including reasonable attorney's fees, incurred by the holders of the Notes in preparing any documentation necessary for this assumption or undertaking. 8 8 The Exchange states that additional information about the default provisions of the Notes is provided in Barclays' Registration Statement on Form F-3 (333-126811), as amended by Amendment No. 1 on September 14, 2005. During the default quotation period for the Notes (described below), the holders of the Notes and/or Barclays may request a qualified financial institution to provide a quotation of the amount it would charge to effect this assumption or undertaking. If either party obtains a quotation, it must notify the other party in writing of the quotation. The amount referred to in item

(i)above will equal the lowest, or, if there is only one, the only, quotation obtained, and as to which notice is so given, during the default quotation period. With respect to any quotation, however, the party not obtaining the quotation may object on reasonable and significant grounds, to the assumption or undertaking by the qualified financial institution providing the quotation and notify the other party in writing of those grounds within two business days after the last day of the default quotation period, in which case that quotation will be disregarded in determining the default amount. The default quotation period is the period beginning on the day the default amount first becomes due and ending on the third business day after that day, unless:

(i)No quotation of the kind referred to above is obtained, or

(ii)every quotation of that kind obtained is objected to within five business days after the due date as described above. If either of these two events occurs, the default quotation period will continue until the third business day after the first business day on which prompt notice of a quotation is given as described above. If that quotation is objected to as described above within five business days after that first business day, however, the default quotation period will continue as described in the prior sentence and this sentence. In any event, if the default quotation period and the subsequent two business day objection period have not ended before the Final Valuation Date, then the default amount will equal the principal amount of the Notes. Indicative Value An intraday “indicative value” meant to approximate the intrinsic economic value of the Notes, updated to reflect changes in currency exchange rates, will be calculated and published by a third-party service provider via the facilities of the Consolidated Tape Association at least every fifteen seconds throughout the NYSE trading day on each day on which the Notes are traded on the Exchange. 9 Additionally, Barclays or an affiliate will calculate 10 and publish the closing indicative value of the Notes on each trading day at *http://www.ipathetn.com.* The last sale price of the Notes will also be disseminated over the Consolidated Tape, subject to a 20-minute delay. In connection with the Notes, Barclays uses the term “indicative value” to refer to the value at a given time determined based on the following equation: 9 The Exchange states that the indicative value calculation will be provided for reference purposes only. It is not intended as a price for quotation, or as an offer or solicitation for the purchase, sale or redemption or termination of Notes, nor will it reflect hedging or transaction costs, credit considerations, market liquidity or bid-offer spreads. Published Index levels from MSCI may occasionally be subject to delay or postponement. Any such delays or postponements will affect the current Index level and therefore the indicative value of the Notes. Index levels provided by MSCI will not necessarily reflect the depth and liquidity of the Indian equities market. For this reason and others, the Exchange states that the actual trading price of the Notes may be different from their indicative value. 10 Telephone Conference (noting that Barclays will calculate and publish closing indicative value of the Notes). Indicative Value = Principal Amount per Security × (Current Index Level/Initial Index Level)−Current Investor Fee *Where:* Principal Amount per Security = $50, Current Index Level = The most recent level of the Index published by MSCI, Initial Index Level = The level of the Index on the Date of Issuance and Current Investor Fee = The most recent daily calculation of the holder's investor fee with respect to the holder's securities, determined as described above (which, during any trading day, will be the investor fee determined on the preceding calendar day). The Indicative Value will not reflect changes in the prices of securities included in the Index resulting from trading on other markets after the close of trading on the NSE, but will be updated to reflect changes in the exchange rate between the U.S. dollar and the Indian rupee. Description of the Index The Index is a free float-adjusted market capitalization index that is designed to measure the market performance, including price performance and income from dividend payments, of Indian equity securities. The Index is currently comprised of the top 68 companies by market capitalization (the “Index Components”) listed on the NSE. The number of securities included in the Index will vary over time as, in all of its country indexes, MSCI targets an 85% free float-adjusted market representation level within each industry group. The Index is calculated by Morgan Stanley Capital International Inc. (“MSCI”) and is denominated in U.S. dollars. 11 11 As the Commission has previously stated, when a broker-dealer, or a broker-dealer's affiliate such as MSCI, is involved in the development and maintenance of a stock index upon which a product such as iShares is based, the broker-dealer or its affiliate should have procedures designed specifically to address the improper sharing of information. *See* Securities Exchange Act Release No. 52178 (July 29, 2005), 70 FR 46244 (August 8, 2005) (SR--NYSE-2005-41). The Exchange notes that MSCI has implemented procedures to prevent the misuse of material, non-public information regarding changes to component stocks in the MSCI Indexes. Telephone Conference. Securities eligible for inclusion in the Index include equity securities issued by companies incorporated in India. The shares of those companies are mainly traded on the NSE. However, in cases where such prices are not available due to the delisting from the NSE, official closing prices from the Bombay Stock Exchange (the “BSE”) may be used. The NSE was established at the behest of the Government of India in November 1992, and the capital markets segment commenced operations in November 1994. As of the end of October 2006, there were approximately 1016 companies listed on the NSE. Trades executed on the NSE are cleared and settled by a clearing corporation, the National Securities Clearing Corporation Limited, which acts as a counterparty and guarantees settlement. The Exchange states that the weighting of a company in the Index is intended to be a reflection of the current importance of that company in the market as a whole. Stocks are selected and weighted according to the same consistent methodology that is applied to all MSCI Indexes, as described below. The reason for a company being heavily weighted reflects the fact that it has a relatively larger market capitalization than other, smaller Index Components. The Exchange states that the Index Components are frequently reviewed to ensure that the Index continues to reflect the state and structure of the underlying market it measures. The composition of the Index is reviewed quarterly every January, April, July, and October. The NSE opens at 9:55 a.m. Mumbai time (12:25 a.m. ET, 5:25 a.m. London time) and closes at 3:30 p.m. Mumbai time (6 a.m. ET, 11 a.m. London time). All of the securities included in the Index generally trade during these hours. The Index is calculated and is updated continuously until the market closes and is published as end of day values in U.S. dollars using the exchange rate published by WM Reuters at 4 p.m. on the previous day. The Index is reported by Bloomberg, L.P. under the ticker symbol “NDEUSIA.” The Index is static during the Exchange trading day. The MSCI Indexes The Exchange states that the MSCI Indexes, of which the Index is one, were founded in 1969 by Capital International S.A. as the first international performance benchmarks constructed to facilitate accurate comparison of world markets. Morgan Stanley acquired rights to the Indexes in 1986. In November 1998, Morgan Stanley transferred all rights to the MSCI Indexes to MSCI, a Delaware corporation of which Morgan Stanley is the majority owner, and The Capital Group of Companies, Inc. is the minority shareholder. The Exchange states that the MSCI single country standard equity indexes have covered the world's developed markets since 1969, and in 1988, MSCI commenced coverage of the emerging markets. The Index was launched on December 31, 1992. Local stock exchanges traditionally calculated their own indexes that were generally not comparable with one another due to differences in the representation of the local market, mathematical formulas, base dates and methods of adjusting for capital changes. MSCI, however, applies the same criteria and calculation methodology across all markets for all single country standard equity indexes, developed and emerging. MSCI's single country standard equity indexes generally seek to have 85% of the free float-adjusted market capitalization of each industry group in each country. The MSCI single country standard equity indexes seek to balance the inclusiveness of an “all share” index against the replicability of a “blue chip” index. MSCI Single Country Standard Equity Indexes Weighting Effective May 31, 2002 all single-country MSCI equity indexes are free-float-weighted, *i.e.* , companies are included in the indexes at the value of their free public float (free float, multiplied by price). MSCI defines “free float” as total shares excluding shares held by strategic investors such as governments, corporations, controlling shareholders and management, and shares subject to foreign ownership restrictions. Regional Weights The Exchange states that market capitalization weighting, combined with a consistent target of 85% of free float-adjusted market capitalization, helps ensure that each country's weight in regional and international indexes approximates its weight in the total universe of developing and emerging markets. The Exchange states that maintaining consistent policies among MSCI developed and emerging market indexes is critical to the calculation of certain combined developed and emerging market indexes published by MSCI. Selection Criteria The Exchange states that, to construct relevant and accurate equity indexes for the global institutional investor, MSCI undertakes an index construction process that involves:

(i)Defining the equity universe,

(ii)adjusting the total market capitalization of all securities in the universe for free float available to foreign investors,

(iii)classifying the universe of securities under the Global Industry Classification Standard (the “GICS”), and

(iv)selecting securities for inclusion according to MSCI's index construction rules and guidelines.

(i)Defining the Universe The index construction process starts at the country level, with the identification of all listed securities for that country. Currently, MSCI creates equity indexes for 50 global country markets. MSCI classifies each company and its securities in only one country. This allows securities to be sorted distinctly by their respective countries. In general, companies and their respective securities are classified as belonging to the country in which they are incorporated. All listed equity securities, or listed securities that exhibit characteristics of equity securities, except investment trusts, mutual funds and equity derivatives, are eligible for inclusion in the universe. Shares of non-domiciled companies generally are not eligible for inclusion in the universe.

(ii)Adjusting the Total Market Capitalization of Securities in the Universe for Free Float After identifying the universe of securities, MSCI calculates the free float-adjusted market capitalization of each security in that universe using publicly available information. The process of free float adjusting market capitalization involves:

(i)Defining and estimating the free float available to foreign investors of each security, using MSCI's definition of free float,

(ii)assigning a free float-adjustment factor to each security, and

(iii)calculating the free float-adjusted market capitalization of each security.

(iii)Classifying Securities Under the GICS In addition to the free float-adjustment of market capitalization, all securities in the universe are assigned to an industry-based hierarchy that describes their business activities. To this end, MSCI has designed, in conjunction with Standard & Poor's, the GICS. This comprehensive classification scheme provides a universal approach to industries worldwide and forms the basis for achieving MSCI's objective of reflecting broad and fair industry representation in its indexes.

(iv)Selecting Securities for Index Inclusion In order to ensure a broad and fair representation in the indexes of the diversity of business activities in the universe, the Exchange states that MSCI follows a “bottom-up” approach to index construction, building indexes up to the industry group level. The bottom-up approach to index construction requires a thorough analysis and understanding of the characteristics of the universe. This analysis drives the individual security selection decisions, which aim to reflect the overall features of the universe in the country index. MSCI targets an 85% free float-adjusted market representation level within each industry group, within each country. The security selection process within each industry group is based on the careful analysis of:

(i)Each company's business activities and the diversification that its securities would bring to the index,

(ii)the size (based on free float-adjusted market capitalization) and liquidity of the securities of the company, and

(iii)the estimated free float for the company and its individual share classes. MSCI targets for inclusion the most sizable and liquid securities in an industry group. MSCI generally does not consider securities with inadequate liquidity and/or securities that do not have an estimated free float greater than 15%. Exceptions to this general rule are made only in significant cases, where exclusion of a security of a large company would compromise the index's ability to fully and fairly represent the characteristics of the underlying market. Free Float MSCI defines the free float of a security as the proportion of shares outstanding that are deemed to be available for purchase in the public equity markets by international investors. In practice, limitations on free float available to international investors include:

(i)Strategic and other shareholdings not considered part of available free float, and

(ii)limits on share ownership for foreigners. Under MSCI's free-float adjustment methodology, a constituent's inclusion factor is equal to its estimated free float rounded up to the closest 5% for constituents with free float equal to or exceeding 15%. For example, a constituent security with a free float of 23.2% will be included in the index at 25% of its market capitalization. For securities with a free float of less than 15% that are included on an exceptional basis, the estimated free float is adjusted to the nearest 1%. Prices and Exchange Rates Prices The prices used to calculate the MSCI Indexes are the official exchange closing prices or those figures accepted as such. MSCI reserves the right to use an alternative pricing source on any given day. 12 12 The Exchange has been informed that MSCI's language regarding alternative pricing sources is meant to address contingencies that may be used to address major exchange outages or other cases of extended data disruption. As a matter of practice, MSCI does not regularly alternate among stated sources and would make every effort to inform clients in advance of any such changes. The price sources implicit in the exchange code for each security's identifier (Ticker or RIC) should be considered as a consistent source in that regard. Exchange Rates MSCI uses the foreign exchange rates published by WM Reuters at 4 p.m. London time. MSCI uses WM Reuters rates for all developed and emerging markets. Exchange rates are taken daily at 4 p.m. London time by the WM Company and are sourced whenever possible from multi-contributor quotes on Reuters. Representative rates are selected for each currency based on a number of “snapshots” of the latest contributed quotations taken from the Reuters service at short intervals around 4 p.m. WM Reuters provides closing bid and offer rates. MSCI uses these rates to calculate the mid-point to five decimal places. MSCI continues to monitor exchange rates independently and may, under exceptional circumstances, elect to use an alternative exchange rate if the WM Reuters rate is believed not to be representative for a given currency on a particular day. Changes to the Indexes The MSCI Indexes are maintained with the objective of reflecting, on a timely basis, the evolution of the underlying equity markets. In maintaining the MSCI Indexes, emphasis is also placed on continuity, replicability, and minimizing turnover in the Indexes. Maintaining the MSCI Indexes involves many aspects, including:

(i)Additions to and deletions from the Indexes,

(ii)changes in number of shares, and

(iii)changes in Foreign Inclusion Factors (“FIFs”) as a result of updated free float estimates. Potential additions are analyzed not only with respect to their industry group, but also with respect to their industry or sub-industry group, in order to represent a wide range of economic and business activities. All additions are considered in the context of MSCI's methodology, including the index constituent eligibility rules and guidelines. In assessing deletions, it is important to emphasize that indexes must represent the full investment cycle, including both bull and bear markets. Out-of-favor industries and their securities may exhibit declining prices, declining market capitalization and/or declining liquidity, yet they are not deleted because they continue to be good representatives of their industry group. As a general policy, changes in number of shares are coordinated with changes in FIFs to accurately reflect the investability of the underlying securities. In addition, MSCI continuously strives to improve the quality of its free float estimates and the related FIFs. Additional shareholder information may come from better disclosure by companies or more stringent disclosure requirements by a country's authorities. It may also come from MSCI's ongoing examination of new information sources for the purpose of further enhancing free float estimates and better understanding shareholder structures. When MSCI identifies useful additional sources of information, it seeks to incorporate them into its free float analysis. Overall, index maintenance can be described by three broad categories of implementation of changes:

(i)Annual full country index reviews, conducted on a fixed annual timetable, that systematically re-assess the various dimensions of the equity universe for all countries,

(ii)quarterly index reviews, aimed at promptly reflecting other significant market events, and

(iii)ongoing changes related to events such as mergers and acquisitions, which generally are rapidly implemented in the indexes as they occur. Potential changes in the status of countries (stand-alone, emerging, developed) follow their own separate timetables. These changes are normally implemented in one or more phases at the regular annual full country index review and quarterly index review dates. The annual full country index review for all the MSCI single country standard equity indexes is carried out once every 12 months and implemented as of the close of the last business day of May. The implementation of changes resulting from a quarterly index review occurs only on three dates throughout the year: as of the close of the last business day of February, August, and November. Any single country indexes may be impacted at the quarterly index review. MSCI Index additions and deletions due to quarterly index rebalancings are announced at least two weeks in advance. Continued Listing Criteria The Exchange prohibits the initial and/or continued listing of any security that is not in compliance with Rule 10A-3 under the Act. 13 13 17 CFR 240.10A-3. The Exchange will delist the Notes: • If, following the initial twelve month period from the date of commencement of trading of the Notes,

(a)the Notes have more than 60 days remaining until maturity and there are fewer than 50 beneficial holders of the Notes for 30 or more consecutive trading days,

(b)if fewer than 100,000 Notes remain issued and outstanding, or

(c)if the market value of all outstanding Notes is less than $1,000,000. • If the Index closing value ceases to be calculated or available during the time the Notes trade on the Exchange on at least a 15 second basis through one or more major market data vendors or the sponsor of the Index (it being understood that the closing 14 Index value will be static during the Exchange trading day). 14 Telephone Conference (clarifying that Index closing value must be disseminated). • If, during the time the Notes trade on the Exchange, the Indicative Value ceases to be available on a 15 second delayed basis. • If such other event shall occur or condition exists which in the opinion of the Exchange makes further dealings on the Exchange inadvisable. Exchange Filing Obligations The Exchange will file a proposed rule change pursuant to Rule 19b-4 under the Act, seeking approval to continue trading the Securities and unless approved, the Exchange will commence delisting the Securities, if • A successor or substitute index is used in connection with the Notes. The filing will address, among other things, the listing and trading characteristics of the successor or substitute index and the Exchange's surveillance procedures applicable thereto. • At any time the most heavily weighted component stock in the Index exceeds 25% of the weight of the Index or the five most heavily weighted component stocks exceed 60% of the weight of the Index. • MSCI substantially changes the index methodology. 15 15 Telephone Conference. Trading Halts If the Index Value or the Indicative Value is not being disseminated as required, the Exchange may halt trading during the day on which the interruption to the dissemination of the Index Value or the Indicative Value first occurs. If the interruption to the dissemination of the Index Value or the Indicative Value persists past the trading day in which it occurred, the Exchange will halt trading no later than the beginning of the trading day following the interruption. Surveillance The Exchange's surveillance procedures will incorporate and rely upon existing Exchange surveillance procedures governing equities with respect to surveillance of the Notes. The Exchange believes that these procedures are adequate to monitor Exchange trading of the Notes and to detect violations of Exchange rules, thereby deterring manipulation. In this regard, the Exchange currently has the authority under NYSE Rule 476 to request the Exchange specialist in the Notes to provide NYSE Regulation with information that the specialist uses in connection with pricing the Notes on the Exchange, including specialist proprietary or other information regarding securities, options on securities or other derivative instruments. The Exchange believes it also has authority to request any other information from its members—including floor brokers, specialists and “upstairs” firms—to fulfill its regulatory obligations. The Exchange's current trading surveillances focus on detecting securities trading outside normal patterns. When such situations are detected, surveillance analysis follows and investigations are opened, where appropriate, to review the behavior of all relevant parties for all relevant trading violations. Trading Rules The Exchange's existing trading rules will apply to trading of the Notes. The Notes will trade between the hours of 9:30 a.m. and 4 p.m. ET and will be subject to the equity margin rules of the Exchange. Suitability Pursuant to Exchange Rule 405, the Exchange will impose a duty of due diligence on its members and member firms to learn the essential facts relating to every customer prior to trading the Notes. 16 With respect to suitability recommendations and risks, the Exchange will require members, member organizations and employees thereof recommending a transaction in the Notes:

(i)To determine that such transaction is suitable for the customer, and

(ii)to have a reasonable basis for believing that the customer can evaluate the special characteristics of, and is able to bear the financial risks of, such transaction. 16 NYSE Rule 405 requires that every member, member firm or member corporation use due diligence to learn the essential facts relative to every customer and to every order or account accepted. The Notes will be subject to the equity margin rules of the Exchange. 17 17 *See* NYSE Rule 431. Information Memorandum The Exchange will, prior to trading the Notes, distribute an information memorandum to the membership providing guidance with regard to member firm compliance responsibilities (including suitability recommendations) when handling transactions in the Notes. The information memorandum will note to members language in the prospectus used by Barclays in connection with the sale of the Notes regarding prospectus delivery requirements for the Notes. Specifically, in the initial distribution of the Notes, 18 and during any subsequent distribution of the Notes, NYSE member organizations will deliver a prospectus to investors purchasing from such distributors. 18 The Registration Statement reserves the right to make subsequent distributions of these Notes. The information memorandum will discuss the special characteristics and risks of trading this type of security. Specifically, the information memorandum, among other things, will discuss what the Notes are, how the Notes are redeemed, applicable Exchange rules, dissemination of information regarding the Index value and the Indicative Value, exchange rate, trading information, and applicable suitability rules. The information memorandum will also notify members and member organizations about the procedures for redemptions of Notes and that Notes are not individually redeemable but are redeemable only in aggregations of at least 100,000 Notes. The information memorandum will also discuss any exemptive or no-action relief under the Act provided by the Commission staff. 2. Statutory Basis The proposed rule change is consistent with Section 6(b) of the Act, 19 in general, and furthers the objectives of Section 6(b)(5), 20 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, in general, to protect investors and the public interest. 19 15 U.S.C. 78f(b). 20 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. 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. 21 21 NYSE has requested accelerated approval of the proposed rule change, as amended, prior to the 30th day after the date of publication of notice of the proposal in the **Federal Register** . 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-2006-69. 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-2006-69. 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-2006-69 and should be submitted on or before December 13, 2006. 22 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 22 Jill M. Peterson, Assistant Secretary. [FR Doc. E6-20130 Filed 11-27-06; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54801; File No. SR-NYSE-2006-80] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change and Amendment No. 1 Relating to NYSE Rule 1300 (Gold Shares) and NYSE Rule 51 (Hours of Business) November 21, 2006. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934, as amended (“Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on October 2, 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, II, and III below, which Items have been prepared by the Exchange. On November 6, 2006, the Exchange filed Amendment No. 1. 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)(l). 2 17 CFR 240.19b-4. 3 *See* Form 19b-4 dated November 6, 2006 (“Amendment No. 1”). Amendment No. 1 replaced the original filing in its entirety. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The NYSE proposes to amend NYSE Rule 1300 (Gold Shares) and NYSE Rule 51 (Hours for Business) to allow streetTRACKS® Gold Shares to open for trading at 8:20 a.m. The text of the proposed rule change, as amended, is available on the Exchange's Web site at *http://www.nyse.com* , at NYSE's principal office, and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the NYSE included statements concerning the purpose of, and basis for, the proposed rule change, as amended, and discussed any comments it received on the proposed rule change, as amended. The text of these statements may be examined at the places specified in Item IV below. The NYSE has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose Since 2004, the Exchange has offered its customers the ability to trade in a gold-based security called streetTRACKS® Gold Shares (“Gold Shares”). Gold Shares represent units of fractional undivided interest in and ownership of the streetTRACKS® Gold Trust (the “Trust”). The Trust holds gold bullion and the investment objective of the Trust is to reflect the performance of the price of gold bullion, less the Trust's expenses. Interest in commodity-based securities has increased. In order to remain competitive, the Exchange proposes to amend NYSE Rule 1300 and NYSE Rule 51 to reflect that Gold Shares would open for trading at 8:20 a.m. An 8:20 a.m. opening would coincide with the opening of COMEX® trading in gold futures and gold options and thus permit trading in Gold Shares to start at the same time as other gold-based instruments. This would give customers the opportunity to trade an equity product based on the price of gold from the time that gold futures and options on gold futures begin trading on the COMEX®. Except for the new opening time, trading in Gold Shares would operate as it does today. The current assigned specialist would continue as the assigned specialist and the stock would continue to trade at its current post and panel. All Exchange systems would be operative beginning at 8:20 a.m. and throughout the trading day including those systems that provide audit trail information. The Exchange surveillances that currently operate during market hours would be in place to coincide with the 8:20 a.m. opening. Further, the Exchange would make sure that either a Floor Governor or two Floor Officials would be available upon the 8:20 a.m. opening. As always, all Exchange Rules would apply upon the open at 8:20 a.m. and throughout the trading day. Furthermore, the Exchange represents that the updated spot price of gold and the Intraday Indicative Value (“IIV”) for Gold Shares would be available at 8:20 a.m. on the Trust's Web site ( *http://www.streettracksgoldshares.com* ). The IIV is calculated by the Trust's Sponsor, World Trust Gold Services, LLC. The Exchange's Web site ( *http://www.nyse.com* ) provides a link to the Trust's Web site. The spot price of gold and the IIV on the Trust's Web site are subject to a 5 to 10 second delay. 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act 4 in general, and furthers the objectives of Section 6(b)(5) of the Act 5 in particular, in that it is 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. B. Self-Regulatory Organization's Statement on Burden on Competition 4 15 U.S.C. 78f(b). 5 15 U.S.C. 78f(b)(5). The Exchange believes that the proposed rule change will impose no 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 comments on this proposal. 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, 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 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-2006-80 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-2006-80. 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 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 Number SR-NYSE-2006-80 and should be submitted on or before December 19, 2006. 6 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 6 Jill M. Peterson, Assistant Secretary. [FR Doc. E6-20133 Filed 11-27-06; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54784; File No. SR-OCC-2006-17] Self-Regulatory Organizations; The Options Clearing Corporation; Notice of Filing of a Proposed Rule Change Relating to the Definition of Fund Share and Options on Commodity Pool ETFs November 20, 2006. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 notice is hereby given that on September 21, 2006, The Options Clearing Corporation (“OCC”) 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 primarily by OCC. 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). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The proposed rule change would permit OCC to issue, clear, and settle options on equity interests issued by exchange-traded funds (“ETFs”) that trade directly or indirectly in commodity futures products and are therefore subject to regulation by the Commodity Futures Trading Commission (“CFTC”) as commodity pools. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, OCC 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. OCC has prepared summaries, set forth in sections (A), (B), and

(C)below, of the most significant aspects of such statements. 2 2 The Commission has modified parts of these statements.

(A)Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change The proposed rule change would amend the definition of “fund share” to include options on equity interests issued by ETFs that trade directly or indirectly in commodity futures products and are therefore subject to regulation by the CFTC as commodity pools. The Commission recently approved a proposed rule change filed by the American Stock Exchange to list and trade options on

(1)interests (“Interests”) issued by the DB Commodity Index Tracking Fund (“DBC Fund”), whose value is intended to track the performance of the “Deutsche Bank Liquid Commodity Index TM —Excess Return” (“Index”), 3 and

(2)units (“Units”) issued by the United States Oil Fund, L.P. (“Oil Fund”), whose value is intended to track the spot price of West Texas Intermediate light, sweet crude oil delivered to Cushing, Oklahoma, less Oil Fund expenses (“Benchmark”). 4 3 Securities Exchange Act Release No. 54450 (September 14, 2006) 71 FR 55230 (September 21, 2006)[File No. SR-AMEX-2006-44]. 4 Securities Exchange Act Release No. 53582 (March 31, 2006) 71 FR 17510 (April 6, 2006) [File No. SR-AMEX-2005-127]. The DBC Fund is a “feeder fund” that invests substantially all of its assets in the DB Commodity Index Tracking Master Fund (“Master Fund”), and the Master Fund in turn maintains a portfolio of exchange-traded futures on aluminum, gold, corn, wheat, heating oil and light, sweet crude oil. The Index is derived from the prices of those futures contracts. The Master Fund's portfolio is managed on an ongoing basis by DB Commodity Services LLC, a registered commodity pool operator and commodity trading advisor so that the value of the portfolio closely tracks the value of the Index over time. Unlike the DBC Fund, the Oil Fund does not invest through a master fund but rather trades directly in futures on crude and heating oil, natural gas, gasoline, and other petroleum-based fuels; in options on such futures contracts; in forward contracts for oil; and in other over-the-counter derivatives based on the price of oil, other petroleum-based fuels, the futures contracts described above, and indexes based on any of the foregoing. The Oil Fund's portfolio is managed by Victoria Bay Asset Management LLC with the aim of tracking the Benchmark. The Interests and the Units are freely transferable and may be bought and sold like any other ETF interest or other exchange-listed security. In addition to options on the Interests and the Units, there may be other similar options on ETFs regulated as commodity pools (“Pool ETFs”) that OCC may be asked to issue, clear, and settle in the future. The proposed rule change is needed to permit OCC to issue, clear, and settle options on Pool ETFs. The definition of “fund share” in Article I of OCC's By-Laws is currently limited to shares in entities “holding portfolios or baskets of securities.” However, the Oil Fund invests directly in commodity futures contracts. Additionally, although as a technical matter the DBC Fund invests exclusively in securities (the units issued by the Master Fund), entities such as the DBC Fund that invest in the securities issued by a commodity pool are themselves deemed to be commodity pools because they represent an indirect investment in commodity futures contracts. OCC is therefore proposing to amend the definition of “fund share” in Article I of its By-Laws to specifically refer to interests in an entity that is a commodity pool. The definition would also be revised to make it clear that

(i)it includes entities with actively managed portfolios,

(ii)it includes feeder funds, and

(iii)it applies only to entities principally engaged in holding portfolios or baskets of securities or currencies and not entities that do so as an incident to some other business. The proposed rule change will not be implemented until definitive copies of an appropriate supplement to the options disclosure document, *Characteristics and Risks of Standardized Options,* are available for distribution. OCC believes that the proposed rule change is consistent with the purposes and requirements of Section 17A of the Act, because it is designed to promote the prompt and accurate clearance and settlement of securities transactions, to foster cooperation and coordination with persons engaged in the clearance and settlement of such transactions, to remove impediments to and perfect the mechanism of a national system for the prompt and accurate clearance and settlement of such transactions, and, in general, to protect investors and the public interest. The proposed rule change is not inconsistent with the existing rules of OCC, including any other rules proposed to be amended.

(B)Self-Regulatory Organization's Statement on Burden on Competition OCC does not believe that the proposed rule change would impose any burden on competition.

(C)Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were not and are not intended to be solicited with respect to the proposed rule change, and none have been received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the date of publication of this notice in the **Federal Register** or within such longer period

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

(ii)as to which the self-regulatory organization consents, the Commission will:

(A)By order approve the 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 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-OCC-2006-17 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-OCC-2006-17. 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. Copies of such filing also will be available for inspection and copying at the principal office of OCC and on OCC's Web site at *http://www.optionsclearing.com.* 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-OCC-2006-17 and should be submitted on or before December 19, 2006. 5 17 CFR 200.30-3(a)(12). For the Commission by the Division of Market Regulation, pursuant to delegated authority. 5 Nancy M. Morris, Secretary. [FR Doc. E6-20049 Filed 11-27-06; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54786; File No. SR-OCC-2006-16] Self-Regulatory Organizations; The Options Clearing Corporation; Notice of Filing of a Proposed Rule Change Relating to the Definition of Fund Share November 20, 2006. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 notice is hereby given that on September 21, 2006, The Options Clearing Corporation (“OCC”) 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 primarily by OCC. 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). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The proposed rule change would amend the definition of “fund share” in OCC's By-Laws. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, OCC 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. OCC has prepared summaries, set forth in sections (A), (B), and

(C)below, of the most significant aspects of such statements. 2 2 The Commission has modified parts of these statements.

(A)Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change OCC issues and clears options on “fund shares” which are defined in Article I of OCC's By-Laws as a publicly traded interest in a trust, investment company, or other entity holding portfolios or baskets of securities. 3 The proposed rule change would amend the definition of “fund shares” in order to accommodate requests from OCC participant exchanges that OCC clear and settle options on exchange traded fund (“ETF”) shares that represent interests in an entity holding euros and investing the euros in time deposits. 4 Specifically, the proposed rule change would amend the definition to include interests in entities holding portfolios or baskets of currencies, including single currencies. The definition would also be revised to make it clear that

(i)it includes entities with actively managed portfolios and

(ii)it applies only to entities principally engaged in holding portfolios or baskets of securities or currencies and not entities that do so as an incident to some other business. 3 Securities Exchange Act Release No. 46914 (November 26, 2002), 67 FR 72261 (December 4, 2002) [File No. SR-OCC-2002-22]. 4 Securities and Exchange Act Release Nos. 54087 (June 30, 2006), 71 FR 38918 (July 10, 2006) [File No. SR-ISE-2005-60] (Order approving a proposed rule change of the International Stock Exchange to allow listing and trading of fund shares that hold specified non-U.S. currency options, futures or options on futures on such currency, or any other derivatives based on such currency.) The American Stock Exchange has filed a similar proposal [File No. SR-AMEX-2006-87], which has not yet been published for notice and comment. If approved by the Commission, the proposed rule change would not be implemented until definitive copies of an appropriate supplement to the options disclosure document, *Characteristics and Risks of Standardized Options* , are available for distribution. OCC believes that the proposed rule change is consistent with the purposes and requirements of Section 17A of the Act because it promotes the prompt and accurate clearance and settlement of securities transactions, fosters cooperation and coordination with persons engaged in the clearance and settlement of securities transactions, removes impediments to and perfects the mechanism of a national system for the prompt and accurate clearance and settlement of securities transactions, and, in general, protects investors and the public interest. The proposed rule change is not inconsistent with the existing rule of OCC, including any other rules proposed to be amended.

(B)Self-Regulatory Organization's Statement on Burden on Competition OCC does not believe that the proposed rule change would impose any burden on competition.

(C)Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were not and are not intended to be solicited with respect to the proposed rule change, and none have been received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the date of publication of this notice in the **Federal Register** or within such longer period

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

(ii)as to which the self-regulatory organization consents, the Commission will:

(A)By order approve the 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 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-OCC-2006-16 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-OCC-2006-16. 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. Copies of such filing also will be available for inspection and copying at the principal office of OCC and on OCC's Web site at *http://www.optionsclearing.com.* 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-OCC-2006-16 and should be submitted on or before December 19, 2006. For the Commission by the Division of Market Regulation, pursuant to delegated authority. 5 5 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E6-20053 Filed 11-27-06; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54785; File No. SR-OCC-2006-18] Self-Regulatory Organizations; The Options Clearing Corporation; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to Cash-Settled Interest Rate Futures November 20, 2006. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 notice is hereby given that on October 3, 2006, The Options Clearing Corporation (“OCC”) 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 primarily by OCC. OCC filed the proposed rule change pursuant to Section 19(b)(3)(A) of the Act 2 whereby the proposal was 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 15 U.S.C. 78s(b)(3)(A)(ii). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The proposed rule change allows OCC to clear and settle cash-settled interest rate futures. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, OCC 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. OCC has prepared summaries, set forth in sections (A), (B), and

(C)below, of the most significant aspects of such statements. 3 3 The Commission has modified parts of these statements.

(A)Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change The Philadelphia Board of Trade (“PBOT”) has proposed to trade futures contracts on the three-month London Interbank Offered Rate for U.S. dollars as announced by the British Bankers Association (“BBA”) (“LIBOR Futures”). PBOT intends to list LIBOR Futures with eleven and one-half consecutive years of daily maturities. A separate series of LIBOR Futures will mature on each day on which PBOT and OCC are both open for business. A new series will be opened each business day to replace the maturing series so that on any given date approximately 2,900 series will be outstanding. The daily settlement price for each LIBOR Future will be the average of the closing PBOT best bid/best offer, and the final settlement price will be based on the three-month LIBOR rate as reported by the BBA in its daily fixing at 6 a.m. Greenwich Mean Time on the maturity date. PBOT has set the multiplier at $2,500 in order to size the contract to reflect the three-month return on a deposit of $1,000,000 earning interest at LIBOR. Prices for LIBOR Futures will be quoted as 100 minus a percentage rate expressed in increments of .0025. For example, if the three-month LIBOR rate is 5.0050%, the 100-RATE futures contract would be priced at 94.9950. The final variation payment will be made on the business day following the last day of trading and will equal the difference between the final settlement price and the most recent settlement price (or the contract price if the contract was entered into since the most recent daily settlement price was established) times the multiplier. Interest rate futures fall within the definition of “commodity futures” in Section 1a(4) of the Commodity Exchange Act (“CEA”), which includes “all * * * rights, and interests in which contracts for future delivery are presently or in the future dealt in.” OCC therefore proposes to clear this product in its capacity as a “derivatives clearing organization” registered under Section 5b of the CEA. The Commission previously approved amendments to Article XII of OCC's By-Laws and Chapter XIII of OCC's Rules, both of which are titled Futures and Futures Options, to allow OCC to provide clearance and settlement services for commodity futures. 4 4 Securities Exchange Act Release No. 45946 (May 16, 2002), 67 FR 36056 (May 22, 2002) [File No. SR-OCC-2001-16]. OCC's rules currently provide for the trading of cash-settled futures contracts, and only very minor changes are needed to accommodate LIBOR Futures. From OCC's perspective, LIBOR Futures will look like any other cash-settled future. The proposed rule change amends OCC's By-Laws to add the defined term “interest rate future” and to revise the definition of “multiplier” to make it more generic and more accurate as applied to cash-settled futures contracts. The proposed rule change also amends the definition of “unit of trading” to make it more generic in its application to futures contracts even though for purposes of the present rule change there is no need to use the term with respect to interest rate futures. OCC further proposes to add a reference to interest rate futures in Rule 1301, which describes the manner in which variation payments are calculated. OCC is also making several changes to the Clearing Agreement with PBOT. The most significant of these changes is to expand the types of PBOT commodity contracts that are cleared and settled by OCC. The Clearing Agreement currently provides for the clearance and settlement of foreign currency futures only. OCC is proposing to amend Section 3 of the Clearing Agreement to provide for the clearance and settlement of futures with underlyings other than foreign currencies as well as to accommodate the trading of futures options and commodity options, and to permit the parties to agree on underlyings for futures, futures options, and commodity options by completion and execution of a schedule in the form attached to the Clearing Agreement as Schedule C. The parties have also agreed upon and included with the Clearing Agreement a Schedule C-1 for interest rate futures. The provisions of Section 3 of the Amended and Restated Clearing Agreement with respect to the selection of underlying interests are similar to those in the Agreement for Clearing and Settlement Services between OCC and CBOE Futures Exchange, LLC (“CFE Agreement”) filed for immediate effectiveness in Filing No. SR-OCC-2003-06. 5 5 Securities Exchange Act Release No. 49124 (January 26, 2004), 69 FR 4554 (January 30, 2004). In addition, OCC is proposing to amend the Clearing Agreement to: provide that OCC will attempt where possible to consult with PBOT with respect to margin requirements for products governed by the Clearing Agreement; allow PBOT to consult with OCC to the extent it believes margin requirements are too high or otherwise inappropriate; provide for indemnification of OCC by PBOT based on claims of infringement of intellectual property rights or similar claims in connection with commodity contracts governed by the Clearing Agreement; and provide for the transfer of open positions from OCC to a successor clearing organization in the event PBOT makes alternative clearing arrangements. OCC is proposing to make several other less significant changes to the Clearing Agreement, many of which are designed to conform the Clearing Agreement to the agreement between OCC and CFE. OCC believes that the proposed rule change is consistent with Section 17A of the Act because it is designed to permit OCC to clear certain commodity futures transactions without creating any adverse impact upon the prompt and accurate clearance and settlement of transactions in securities. The proposed rule change is not inconsistent with the existing rules of OCC, including any other rules proposed to be amended.

(B)Self-Regulatory Organization's Statement on Burden on Competition OCC does not believe that the proposed rule change would impose any burden on competition.

(C)Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were not and are not intended to be solicited with respect to the proposed rule change, and none have been received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(iii) of the Act 6 and Rule 19b-4(f)(4) 7 promulgated thereunder because the proposal effects a change in an existing service of OCC that

(A)does not adversely affect the safeguarding of securities or funds in the custody or control of OCC or for which it is responsible and

(B)does not significantly affect the respective rights or obligations of OCC or persons using the service. At any time within sixty 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. 6 15 U.S.C. 78s(b)(3)(A)(iii). 7 17 CFR 240.19b-4(f)(4). 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-OCC-2006-18 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-OCC-2006-18. 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. Copies of such filing also will be available for inspection and copying at the principal office of OCC and on OCC's Web site at *http://www.optionsclearing.com* . 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-OCC-2006-18 and should be submitted on or before December 19, 2006. For the Commission by the Division of Market Regulation, pursuant to delegated authority. 8 8 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E6-20050 Filed 11-27-06; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54802; File No. SR-Phlx-2006-72] Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to New Hours of Business on the Exchange's Foreign Currency Options Floor November 21, 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 November 8, 2006, the Philadelphia Stock Exchange, Inc. (“Phlx” 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. 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. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Phlx, pursuant to Section 19(b)(1) of the Act 3 and Rule 19b-4 thereunder, 4 proposes to modify its hours of business for dealings on the Exchange to change the opening of foreign currency options (“FCOs”) trading from 2:30 a.m. Eastern Time (“ET”) to 7:30 a.m. ET. The change would become effective on December 1, 2006. The text of the proposed rule change is available on the Phlx's Web site ( *http://www.phlx.com* ), at the Phlx's principal office, and at the Commission's Public Reference Room. 3 15 U.S.C. 78s(b)(1). 4 17 CFR 240.19b-4. 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 proposal. The text of these statements may be examined at the places specified in Item IV below. The Phlx 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 purpose of the proposed rule change is to make the Exchange's FCO floor more cost effective by reducing the duration of the foreign currency option trading session. Currently, Phlx Rule 101, Hours of Business, states that FCO trading sessions shall be conducted at such times as the Exchange's Board of Governors (“Board”) shall specify between 6 p.m., Sundays and 3 p.m., Fridays. Accordingly, the Board adopted the current hours for FCO trading sessions, opening at 2:30 a.m. ET and closing at 2:30 p.m. ET. 5 5 In 1993, the Exchange filed a proposed rule change to amend Phlx Rule 101 to provide that all FCO trading, except FCOs on the Canadian dollar, will be conducted between 1:30 a.m. ET and 2:30 p.m. ET each business day. *See* Securities Exchange Act Release No. 33246 (November 24, 1993), 58 FR 63421 (December 1, 1993) (SR-Phlx-93-42). Subsequently, the trading hours were modified to move the opening of FCO trading from 1:30 a.m. ET to 2:30 a.m. ET for all Exchange-listed FCOs except the Canadian dollar. *See* Securities Exchange Act Release No. 34898 (October 26, 1994), 59 FR 54651 (November 1, 1994) (File No. SR-Phlx-94-47). In May 2004, the Exchange expanded the trading hours for options on the Canadian dollar to conform to the trading hours for all other FCOs on the Exchange. *See* Securities Exchange Act Release No. 49690 (May 12, 2004), 69 FR 28972 (May 19, 2004) (SR-Phlx-2004-24). Thus, all Exchange-listed FCOs currently trade on the Exchange from 2:30 a.m. ET until 2:30 p.m. ET. The Exchange proposes to adopt a reduced time period for foreign currency option trading sessions by specifying that, beginning December 1, 2006, foreign currency option trading sessions would open at 7:30 a.m. ET and close at 2:30 p.m. ET. The Exchange represents that a significant majority of trades in foreign currency options occur during this time period, and thus the Exchange believes that it would be more cost effective to reduce the duration of the trading session with little or no impact on volume in FCOs. In connection with the proposed rule change adopting Phlx Rule 101, the Exchange committed to make future filings under section 19(b)(3)(A) of the Act, 6 any time it expands or changes FCO trading hours in connection with Phlx Rule 101. 7 The Exchange intends to notify its membership of the change in trading hours for FCOs by issuing a circular to members. The new trading hours for FCOs would be in effect beginning December 1, 2006. 6 15 U.S.C. 78s(b)(3)(A). 7 *See* Securities Exchange Act Release No. 26087 (September 16, 1988), 53 FR 36930 (September 22, 1988) (File No. SR-Phlx-88-25). 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act 8 in general, and furthers the objectives of Section 6(b)(5) of the Act 9 in particular, because it is 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. 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 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 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 has been designated as a practice with respect to the administration of an existing rule, it has become effective pursuant to Section 19(b)(3)(A)(i) of the Act 10 and Rule 19b-4(f)(1) thereunder. 11 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. 10 15 U.S.C. 78s(b)(3)(A)(i). 11 17 CFR 240.19b-4(f)(1). 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-Phlx-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-Phlx-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 Room. Copies of such filing also will be available for inspection and copying at the principal office of the Phlx. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-Phlx 2006-72 and should be submitted on or before December 19, 2006. 12 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 12 Jill M. Peterson, Assistant Secretary. [FR Doc. E6-20127 Filed 11-27-06; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54788; File No. SR-Phlx-2006-77] Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Intermarket Sweep Orders in Nasdaq Securities November 20, 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 November 15, 2006, the Philadelphia Stock Exchange, Inc. (“Phlx” 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 Phlx. On November 17, the Exchange filed Amendment No. 1 to the proposed rule change. 3 The Exchange filed the proposal as a “non-controversial” rule change pursuant to Section 19(b)(3)(A) of the Act 4 and Rule 19b-4(f)(6) thereunder, 5 which rendered the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the amended proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 Partial Amendment No. 1 corrected a typographical error in the original filing. 4 15 U.S.C. 78s(b)(3)(A). 5 17 CFR 240.19b-4(f)(6). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Phlx proposes to amend Phlx Rule 185A, Intermarket Sweep Orders—Temporary, to describe the obligations of the XLE Participants sending Intermarket Sweep Orders (“ISOs”) 6 or IOC Cross Orders that are marked as meeting the requirement to route to other market centers 7 (both types of orders hereinafter are referred to as “Incoming Sweep Orders”) in Nasdaq Global Market Securities and Nasdaq Capital Market Securities (“Nasdaq Securities”). Specifically, before Rule 611 of Regulation NMS 8 is operative on the Exchange (the “Trading Phase Date”), 9 the amended rule would expressly require XLE Participants sending Incoming Sweep Orders in Nasdaq Securities to simultaneously send an intermarket sweep order (or comparable order) for the full displayed size of the top of book of every national securities exchange or national securities association displaying a better-priced protected quotation. The text of the proposed rule change is available on Phlx's Web site, *http://www.phlx.com* , at Phlx's principal office, and at the Commission's Public Reference Room. 6 *See* Phlx Rule 185(b)(2)(C). 7 *See* Phlx Rule 185(c)(2)(D). 8 17 CFR 242.611. 9 The Trading Phase Date is February 5, 2007. *See* Securities Exchange Act Release No. 53829 (May 18, 2006), 71 FR 30038 (May 24, 2006) (File No. S7-10-04). 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 Phlx 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 Phlx 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 purpose of the proposed rule change is to clarify the operation of Incoming Sweep Orders in Nasdaq Securities before the Trading Phase Date. Before the Trading Phase Date, Phlx will require XLE Participants who send Incoming Sweep Orders to the Exchange in Nasdaq Securities to simultaneously send an intermarket sweep order (or comparable order) for the full displayed size of the top of book of every national securities exchange or national securities association displaying a better-priced protected quotation. This requirement is intended to mirror the requirement, which will be operative after the Trading Phase Date, that all such Incoming Sweep Orders meet the requirement of intermarket sweep orders in Rule 600(b)(30) of Regulation NMS. 10 Phlx recently adopted Rule 185A 11 to deal with, among other things, the obligations of XLE Participants sending Incoming Sweep Orders, but now seeks to more clearly state how Rule 185A applies to Nasdaq Securities because the reference to ITS Participant in the rule could be ambiguous. 10 17 CFR 242.600(b)(30) (defining “intermarket sweep order”). 11 *See* SR-Phlx-2006-76. 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act 12 in general, and furthers the objectives of Section 6(b)(5) of the Act 13 in particular, in that it is 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. 12 15 U.S.C. 78f(b). 13 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 No written comments were either solicited or received by the Exchange. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing rule

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

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

(iii)by its terms, does not 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, provided that the Exchange has given the Commission written notice of its intent to file 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 proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 14 and Rule 19b-4(f)(6) thereunder. 15 As required under Rule 19b-4(f)(6)(iii) under the Act, 16 Phlx provided the Commission with written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, prior to the date of the filing of the proposed rule change. 14 15 U.S.C. 78s(b)(3)(A). 15 17 CFR 240.19b-4(f)(6). 16 17 CFR 240.19b-4(f)(6)(iii). A proposed rule change filed under Rule 19b-4(f)(6) under the Act 17 normally may not become operative prior to 30 days after the date of filing. However, Rule 19b-4(f)(6)(iii) under the Act 18 permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has requested that the Commission waive the 30-day operative delay, which would make the rule change effective and operative upon filing. The Commission believes that waiver of the 30-day operative delay is consistent with the protection of investors and the public interest because the proposed rule change clarifies the operation of Phlx Rule 185A with respect to the protection of better-priced quotations in Nasdaq Securities. Accordingly, the Commission designates the amended proposal to be effective and operative upon filing with the Commission. 19 17 17 CFR 240.19b-4(f)(6). 18 17 CFR 240.19b-4(f)(6)(iii). 19 For the purposes only of accelerating 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, as amended, 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. 20 20 *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-Phlx-2006-77 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-Phlx-2006-77. 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 Phlx. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-Phlx-2006-77 and should be submitted on or before December 19, 2006. 21 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 21 Jill M. Peterson, Assistant Secretary. [FR Doc. E6-20128 Filed 11-27-06; 8:45 am] BILLING CODE 8011-01-P SMALL BUSINESS ADMINISTRATION Disaster Declaration #10701 and #10702 Louisiana Disaster Number LA-00007 AGENCY: U.S. Small Business Administration. ACTION: Amendment 1. SUMMARY: This is an amendment of the Presidential declaration of a major disaster for the State of Louisiana (FEMA-1668-DR), dated 11/02/2006. *Incident:* Severe Storms and Flooding *Incident Period:* 10/16/2006 and continuing. EFFECTIVE DATE: 11/17/2006. *Physical Loan Application Deadline Date:* 01/02/2007. *EIDL Loan Application Deadline Date:* 08/02/2007. ADDRESSES: Submit completed loan applications to: U.S. Small Business Administration, 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: The notice of the Presidential disaster declaration for the State of LOUISIANA, dated 11/02/2006 is hereby amended to include the following areas as adversely affected by the disaster: *Primary Parishes:* Allen, Beauregard, Calcasieu, Jefferson Davis, Saint Helena, Saint Landry. *Contiguous Parishes/Counties:* Louisiana: Acadia, Cameron, East Baton Rouge, East Feliciana, Evangeline, Lafayette, Livingston, Pointe Coupee, Saint Martin, Tangipahoa, Vermilion. Mississippi: Amite. Texas: Orange. All other information in the original declaration remains unchanged. (Catalog of Federal Domestic Assistance Numbers 59002 and 9008) Herbert L. Mitchell, Associate Administrator for Disaster Assistance. [FR Doc. E6-20098 Filed 11-27-06; 8:45 am] BILLING CODE 8025-01-P DEPARTMENT OF STATE [Public Notices: 5631] 60-Day Notice of Proposed Information Collection: DS-2028, Overseas Schools Grant Status Report, OMB 1405-0033 ACTION: Notice of request for public comments. SUMMARY: The Department of State is seeking Office of Management and Budget

(OMB)approval for the information collection described below. The purpose of this notice is to allow 60 days for public comment in the **Federal Register** preceding submission to OMB. We are conducting this process in accordance with the Paperwork Reduction Act of 1995. • *Title of Information Collection:* Overseas Schools Grant Status Report. • *OMB Control Number:* OMB 1405-0033. • *Type of Request:* Extension of a Currently Approved Collection. • *Originating Office:* Bureau of Administration, A/OPR/OS. • *Form Number:* DS-2028. • *Respondents:* Overseas school grantees. • *Estimated Number of Respondents:* 185. • *Estimated Number of Responses:* 185. • *Average Hours Per Response:* 15 minutes. • *Total Estimated Burden:* 46 hours. • *Frequency:* Annually. • *Obligation to Respond:* Required to obtain or retain a benefit. DATES: The Department will accept comments from the public up to 60 days from November 28, 2006. ADDRESSES: Keith Miller, Department of State, Office of Overseas Schools, A/OPR/OS, Room H328, SA-1, Washington, DC 20522-0132, who may be reached on 202-261-8200. You may submit comments by any of the following methods: • *E-mail: millerkd2@state.gov* You must include the DS form number, information collection title, and OMB control number in the subject line of your message. • *Mail (paper, disk, or CD-ROM submissions):* Office of Overseas Schools, U.S. Department of State, 2201 C Street, NW., Washington, DC 20520. • *Fax:* 202-261-8224. • *Hand Delivery or Courier:* same as mail address. You must include the DS form number (if applicable), information collection title, and OMB control number in any correspondence. FOR FURTHER INFORMATION CONTACT: Direct requests for additional information regarding the collection listed in this notice, including requests for copies of the proposed information collection and supporting documents, to Keith Miller, Department of State, Office of Overseas Schools, A/OPR/OS, Room H328, SA-1, Washington, DC 20522-0132, who may be reached on 202-261-8200 or *millerkd2@state.gov.* SUPPLEMENTARY INFORMATION: We are soliciting public comments to permit the Department to: • Evaluate whether the proposed information collection is necessary for the proper performance of our functions. • Evaluate the accuracy of our estimate of the burden of the proposed collection, including the validity of the methodology and assumptions used. • Enhance the quality, utility, and clarity of the information to be collected. • Minimize the reporting burden on those who are to respond, including the use of automated collection techniques or other forms of technology. *Abstract of proposed collection:* The Office of Overseas Schools of the Department of State (A/OPR/OS) is responsible for determining that adequate educational opportunities exist at Foreign Service Posts for dependents of U.S. Government personnel stationed abroad, and for assisting American-sponsored overseas schools to demonstrate U.S. educational philosophy and practice. The information gathered provides the technical and professional staff of A/OPR/OS the means by which obligations, expenditures and reimbursements of the grant funds are monitored to ensure the grantee is in compliance with the terms of the grant. *Methodology:* Information is collected via electronic and paper submission. Dated: November 13, 2006. Peggy Philbin, Executive Director, Bureau of Administration, Department of State. [FR Doc. E6-20176 Filed 11-27-06; 8:45 am] BILLING CODE 4710-24-P DEPARTMENT OF STATE [Public Notice 5630] Notice of Receipt of Application for a Presidential Permit To Operate and Maintain Pipeline Facilities on the Border of the United States Notice is hereby given that the Department of State has received an application from Plains Pipeline, L.P. (“PPLP”) for a Presidential permit, pursuant to Executive Order 13337 of April 30, 2004, to operate and maintain a pipeline for transporting petroleum products from El Paso, Texas, to Juarez, Mexico (“Juarez pipeline”), crossing the international boundary line between the United States and Mexico at a point near El Paso, Texas. On June 19, 1995, the Department of State, acting pursuant to delegated authority, issued a Presidential permit to the Chevron Pipe Line Company (“Chevron”), a Delaware corporation with its principal offices in San Francisco, California, to “construct, connect, operate and maintain” the Juarez pipeline. According to the application, PLPP acquired the Juarez pipeline from Chevron on September 1, 2006 as part of a large asset acquisition. According to the application, PPLP is a Texas Limited Partnership engaged in the interstate and intrastate transportation of crude oil by pipeline. Also, according to the application, PPLP is an indirect wholly owned subsidiary of Plains All American Pipeline, L.P., a Delaware Limited Partnership. PPLP has, in written correspondence to the Department of State, committed to abide by the relevant terms and conditions of the permit previously issued by the Department to Chevron. Further, PPLP indicates in that correspondence that there have been no substantial changes in the operations of the Juarez pipeline from those originally authorized by the Department and further states that the future operation of the pipeline will remain essentially unchanged from that previously permitted. Therefore, in accordance with 22 CFR 161.7(b)

(3)and the Department's Procedures for Issuance of a Presidential Permit Where There Has Been a Transfer of the Underlying Facility, Bridge or Border Crossing for Land Transportation (70 FR 30990, May 31, 2005), the Department of State does not intend to conduct an environmental review of the application unless information is brought to its attention that the transfer potentially would have a significant impact on the quality of the human environment. As required by E.O. 13337, the Department of State is circulating this application to concerned Federal agencies for comment. DATES: Interested parties are invited to submit, in duplicate, comments relative to this proposal on or before December 28, 2006 to Jeffrey Izzo, Office of International Energy and Commodities Policy, Department of State, Washington, DC 20520. The application and related documents that are part of the record to be considered by the Department of State in connection with this application are available for inspection in the Office of International Energy and Commodities Policy during normal business hours. FOR FURTHER INFORMATION CONTACT: Jeffrey Izzo, Office of International Energy and Commodity Policy (EB/ESC/IEC/EPC), Department of State, Washington, DC 20520; or by telephone at

(202)647-1291; or by fax at

(202)647-4037. Dated: November 20, 2006. Stephen J. Gallogly, Director, Office of International Energy and Commodity Policy, Department of State. [FR Doc. E6-20181 Filed 11-27-06; 8:45 am] BILLING CODE 4710-07-P TENNESSEE VALLEY AUTHORITY Notice of Sunshine Act Meeting [Meeting No. 06-07] Time and Date: 10 a.m., November 30, 2006, TVA West Tower Auditorium, 400 West Summit Hill Drive, Knoxville, Tennessee 37902. Status: Open. Agenda Old Business Approval of minutes of October 13, 2006, Board Meeting. New Business 1. President's Report. A. 2007 Board meeting schedule. 2. Report of the Corporate Governance Committee. A. TVA Board Practices Concept. B. TVA Board Practice on notational Board approval process. C. TVA Board Practice on approval of general procurement contracts. D. TVA Board Practice on use of TVA Plane by Board members. E. TVA Board Practice establishing guidelines and cost parameters for Board committees' engagement of outside advisors. F. TVA Corporate Calendar. 3. Report of the Community Relations Committee. A. Land policy. B. Renewal of Regional Resource Stewardship Council Charter. 4. Report of the Finance, Strategy, and Rates Committee. A. Resolutions authorizing the issuance of new power bonds. B. Tax-equivalent payments for Fiscal Year 2006 and estimated payments for Fiscal Year 2007. C. Retention of Net Power Proceeds and Nonpower Proceeds and Payments to the U.S. Treasury. 5. Report of the Operations, Environment, and Safety Committee. A. Contract for purchase of Gleason, Tennessee, combustion turbine generating plant from Allegheny Energy Supply Gleason Generating Facility LLC. B. Contracts with ABB Inc. and Mitsubishi Electric Power Products Inc. for power circuit breakers. C. Term contracts with Franklin Industries Inc., Martin Marietta Materials Inc., and Vulcan Construction Materials LP for limestone reagent needed for operation of TVA fossil plants. D. Spot coal contracts with American Coal Company and Consolidation Coal Company. 6. Report of the Audit and Ethics Committee. A. Conflict-of-interest policy. 7. Report of the Human Resources Committee. A. Amendments to the TVA Retirement System Rules and 401(k) Plan to count certain lump sums awarded in FY 2007 as regular salary and wages for calculating TVARS benefits. B. Contract with Medco Health Solutions Inc. to administer TVA's prescription drug plan for employees and retirees. C. FY 2007 Winning Performance Scorecard. D. Extension of interim Human Resources and Labor Relations delegations. 8. Information Items. A. Temporary reintegration fee waiver opportunity for noticing distributors to reinstate power contracts without additional cost fee. For more information: Please call TVA Media Relations at

(865)632-6000, Knoxville, Tennessee. Information is also available at TVA's Washington Office

(202)898-2999. People who plan to attend the meeting and have special needs should call

(865)632-6000. Anyone who wishes to comment on any of the agenda in writing may send their comments to: TVA Board of Directors, Board Agenda Comments, 400 West Summit Hill Drive, Knoxville, Tennessee 37902. Dated: November 22, 2006. Maureen H. Dunn, General Counsel and Secretary. [FR Doc. 06-9448 Filed 11-24-06; 10:23 am]

Notices. Amendment 1