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BILLING CODE 7590-01-P SECURITIES AND EXCHANGE COMMISSION Proposed Collection; Comment Request *Upon written request, copies available from:* Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549. *Extension:* Form 10-QSB; OMB Control No. 3235-0416; SEC File No. 270-369. Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 *et seq.* ) the Securities and Exchange Commission (“Commission”) is soliciting comments on this collection of information summarized below.

The Commission plans to submit this existing collection of information to the Office of Management Budget for approval. Form 10-QSB (17 CFR 249.308b) is a quarterly report form that is available to “small business issuers” as defined by regulations under the Securities Exchange Act 1934 (“Exchange Act”) (15 U.S.C. 78a *et seq.* ), and is used by such issuers to satisfy their quarterly reporting obligations pursuant to Section 13 and Section 15(d) of the Exchange Act (15 U.S.C. 78m and 78o(d)).

Form 10-QSB provides a comprehensive overview of the small business issuer's business, although its requirements call for slightly less detailed information than required by Form 10-Q (17 CFR 249.308a). Form 10-QSB takes approximately 182 hours per response to prepare and is filed by 4,066 respondents three times a year for a total of 12,198 responses. We estimate that 75% of the 182 hours per response (136.5 hours) is prepared by the company for a total annual reporting burden of 1,665,027 hours (136.5 hours per response × 12,198 responses).

Written comments are invited on:

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

(b)the accuracy of the agency's estimate of the burden imposed by the collection of information;

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

(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication. Please direct your written comments to R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, c/o Shirley Martinson 6432 General Green Way, Alexandria, VA 22312; or send an e-mail to: *PRA_Mailbox@sec.gov* . December 28, 2006. Jill M. Peterson, Assistant Secretary. [FR Doc. E6-22662 Filed 1-5-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. IC-27645] Notice of Applications for Deregistration Under Section 8(f) of the Investment Company Act of 1940 December 29, 2006. The following is a notice of applications for deregistration under section 8(f) of the Investment Company Act of 1940 for the month of December, 2006. A copy of each application may be obtained for a fee at the SEC's Public Reference Branch (tel. 202-551-5850). An order granting each application will be issued unless the SEC orders a hearing. Interested persons may request a hearing on any application by writing to the SEC's Secretary at the address below and serving the relevant applicant with a copy of the request, personally or by mail. Hearing requests should be received by the SEC by 5:30 p.m. on January 24, 2007, and should be accompanied by proof of service on the applicant, in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer's interest, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Secretary, U.S. Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. *For Further Information Contact:* Diane L. Titus at

(202)551-6810, SEC, Division of Investment Management, Office of Investment Company Regulation, 100 F Street, NE., Washington, DC 20549-4041. Agilex Funds [File No. 811-21123] *Summary:* Applicant seeks an order declaring that it has ceased to be an investment company. On May 30, 2006, applicant made a liquidating distribution to its shareholders, based on net asset value. Expenses of $31,625 incurred in connection with the liquidation were paid by applicant. *Filing Date:* The application was filed on December 12, 2006. *Applicant's Address:* 200 East Broward Blvd., Suite 920, Fort Lauderdale, FL 33301. Thirteenth Automatic Common Exchange Security Trust [File No. 811-9431] *Summary:* Applicant, a closed-end investment company, seeks an order declaring that it has ceased to be an investment company. Applicant has never made a public offering of its securities and does not propose to make a public offering or engage in business of any kind. *Filing Date:* The application was filed on December 5, 2006. *Applicant's Address:* Attn: Heather Sahrbeck, Goldman, Sachs & Co., 85 Broad St., New York, NY 10004. Rydex Capital Partners Sphinx Fund [File No. 811-21278] *Summary:* Applicant, a closed-end investment company, seeks an order declaring that it has ceased to be an investment company. On June 2, 2006, applicant transferred its assets to Absolute Return Strategies Fund, a series of Rydex Series Funds, based on net asset value. Expenses of approximately $152,008 incurred in connection with the reorganization were paid by Rydex Capital Partners I, LLC, applicant's investment adviser. *Filing Date:* The application was filed on November 30, 2006. *Applicant's Address:* 9601 Blackwell Rd., Suite 500, Rockville, MD 20850. State and Local Trusts, Series 1 [File No. 811-5147] *Summary:* Applicant, a unit investment trust, seeks an order declaring that it has ceased to be an investment company. On November 17, 2006, applicant made a liquidating distribution to its unitholders, based on net asset value. Expenses of approximately $3,000 incurred in connection with the liquidation were paid by applicant. *Filing Date:* The application was filed on November 22, 2006. *Applicant's Address:* 800 Shades Creek Parkway, Suite 700, Birmingham, AL 35209. Mount Yale Opportunity Fund, LLC [File No. 811-21635] *Summary:* Applicant, a closed-end investment company, seeks an order declaring that it has ceased to be an investment company. On September 30, 2006, applicant made a liquidating distribution to its shareholders, based on net asset value. Expenses of $4,000 incurred in connection with the liquidation were paid by Mount Yale Asset Management, LLC, applicant's investment adviser. *Filing Dates:* The application was filed on November 7, 2006, and amended on December 20, 2006. *Applicant's Address:* 8000 Norman Center Dr., Suite 630, Minneapolis, MN 55437. GAM Funds, Inc. [File No. 811-4062] *Summary:* Applicant seeks an order declaring that it has ceased to be an investment company. On or about September 28, 2006, applicant made a final liquidating distribution to its shareholders, based on net asset value. Expenses of $26,671 incurred in connection with the liquidation were paid by GAM International Management Limited, applicant's investment adviser. Applicant has retained $1,410,759 in cash, which is being held by Brown Brothers Harriman & Co., applicant's custodian, to pay certain outstanding accrued expenses. *Filing Dates:* The application was filed on November 13, 2006, and amended on December 14, 2006. *Applicant's Address:* 330 Madison Ave., New York, NY 10017. Man-Glenwood Lexington Institutional TEI, LLC [File No. 811-21772] *Summary:* Applicant, a closed-end investment company, seeks an order declaring that it has ceased to be an investment company. Applicant never made a public offering of its securities and does not propose to make a public offering or engage in business of any kind. *Filing Dates:* The application was filed on November 20, 2006, and amended on December 11, 2006. *Applicant's Address:* 123 N Wacker Dr., 28th Floor, Chicago, IL 60606. Evergreen Hedged Specialists Fund, LLC [File No. 811-21174]; Evergreen Managed Strategies Fund, LLC [File No. 811-21175] *Summary:* Each applicant, a closed-end investment company, seeks an order declaring that it has ceased to be an investment company. Applicants have never made a public offering of their securities and do not propose to make a public offering or engage in business of any kind. *Filing Dates:* The applications were filed on March 21, 2005, and amended on November 29, 2006. *Applicants' Address:* 200 Berkeley St., Boston, MA 02116. The New York Tax-Exempt Fund, Inc. [File No. 811-5278] *Summary:* Applicant, a closed-end investment company, seeks an order declaring that it has ceased to be an investment company. On February 19, 1999, applicant transferred its assets to Oppenheimer New York Municipal Fund, based on net asset value. Less than $30,000 in expenses were incurred in connection with the reorganization and were paid by applicant. *Filing Dates:* The application was filed on August 9, 2002, and amended on December 4, 2006. *Applicant's Address:* OppenheimerFunds, Inc., 6803 South Tucson Way, Centennial, CO 80112. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Jill M. Peterson, Assistant Secretary. [FR Doc. E7-14 Filed 1-5-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54980; File No. SR-NFA-2006-04] Self-Regulatory Organization; National Futures Association; Notice of Filing and Immediate Effectiveness of a Proposed Amendment Relating to the Interpretive Notice Regarding NFA Compliance Rules 2-7 and 2-24 and Registration Rule 401: Proficiency Requirements for Security Futures Products December 20, 2006. Pursuant to Section 19(b)(7) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-7 under the Act, 2 notice is hereby given that on November 27, 2006, National Futures Association (“NFA”) filed with the Securities and Exchange Commission (“SEC” or “Commission”) the proposed rule change described in Items I, II, and III below, which Items have been prepared by NFA. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. NFA also has filed the proposed rule change with the Commodity Futures Trading Commission (“CFTC”). 1 15 U.S.C. 78s(b)(7). 2 17 CFR 240.19b-7. NFA, on November 21, 2006, submitted the proposed rule change to the CFTC for approval and invoked the “ten-day” provision of Section 17(j) of the Commodity Exchange Act (“CEA”). 3 By letter dated December 4, 2006, the CFTC notified NFA of its determination not to review the proposed rule change. 4 3 7 U.S.C. 21(j). 4 *See* Letter from Lawrence B. Patent, Deputy Director, CFTC, to Thomas W. Sexton, III, General Counsel, NFA (December 4, 2006) (“Letter”). I. Self-Regulatory Organization's Description of the Proposed Rule Change In November 2001, NFA's Board approved an Interpretive Notice allowing current registrants to qualify to engage in security futures activities by taking a training program instead of a test. The Interpretive Notice initially provided for a six-month window after security futures products (“SFPs”) began trading, and the Notice was subsequently amended—as were NASD's rules—to extend that window until December 31, 2006. The proposed rule change extends the current provisions substituting training for testing until December 31, 2009. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, NFA has prepared statements concerning the purpose of, and basis for, the proposed rule change, burdens on competition, and comments received from members, participants, and others. The text of these statements may be examined at the places specified in Item IV below. NFA 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 Initially, both NFA and the National Association of Securities Dealers, Inc. (“NASD”) anticipated developing tests for registrants who engage in security futures activities. In the meantime, NFA and NASD jointly developed a web-based training program that complies with the training requirement. To date, just over 13,000 individuals have completed that program. Approximately 9,000 of these individuals were registered with full broker-dealers (some of which are also FCMs), and approximately 4,000 were registered with futures-only firms. The vast majority completed the training within a year after NFA began offering it. Only 180 individuals completed the training in the first eight months of 2006. Based on the small number of new individuals who desire to sell these products and the fact that SFPs are lightly traded, NFA and NASD staffs have concluded that developing and adopting tests at this time is not cost-effective. 2. Statutory Basis The rule change is authorized by, and consistent with, Section 15A(k) of the Act. 5 5 15 U.S.C. 78o-3(k). B. Self-Regulatory Organization's Statement on Burden on Competition The rule change will not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act and the CEA. C. Self-Regulatory Organization's Statement of Comments on the Proposed Rule Change Received From Members, Participants, or Others NFA did not publish the rule change to the membership for comment. NFA did not receive comment letters concerning the rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action NFA, on November 21, 2006, submitted the proposed rule change to the CFTC for approval and invoked the “ten-day” provision of Section 17(j) of the CEA. 6 By letter dated December 4, 2006, the CFTC notified NFA of its determination not to review the proposed rule change. 7 The proposed rule change has become effective on December 4, 2006. 6 7 U.S.C. 21(j). 7 *See* Letter, *supra* note 4. Within 60 days of the date of effectiveness of the proposed rule change, the Commission, after consultation with the CFTC, may summarily abrogate the proposed rule change and require that the proposed rule change be refiled in accordance with the provisions of Section 19(b)(1) of the Act. 8 8 15 U.S.C. 78s(b)(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 No. SR-NFA-2006-04 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File No. SR-NFA-2006-04. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( * http://www.sec.gov/ rules/sro.shtml * ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing will also be available for inspection and copying at the principal office of the NFA. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File No. SR-NFA-2006-04 and should be submitted on or before January 29, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 9 9 17 CFR 200.30-3(a)(75). Jill M. Peterson, Assistant Secretary. [FR Doc. E6-22658 Filed 1-5-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55029; File No. SR-Amex-2006-76] Self-Regulatory Organizations; American Stock Exchange LLC; Order Granting Accelerated Approval to Proposed Rule Change as Modified by Amendments No. 1, 2, 3, and 4 Thereto and Notice of Filing of Amendments No. 3 and 4 Relating to the Listing and Trading of the DB Multi-Sector Commodity Trust December 29, 2006. I. Introduction On August 16, 2006, the American Stock Exchange LLC (“Amex” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 a proposed rule change to list and trade the DB Multi-Sector Commodity Trust under Commentary .07 to Amex Rule 1202. On October 12, 2006, Amex filed Amendment No. 1 to the proposal. On November 3, 2006, Amex filed Amendment No. 2 to the proposal. The proposed rule change, as amended, was published for comment in the **Federal Register** on November 24, 2006 for a 15-day comment period. 3 The Commission received no comments regarding the proposal. On December 19, 2006, Amex filed Amendment No. 3 to the proposed rule change. 4 On December 29, 2006, Amex filed Amendment No. 4 to the proposed rule change. 5 This order approves the proposed rule change as modified by Amendments No. 1, 2, 3, and 4 on an accelerated basis and solicits comments from interested persons on Amendments No. 3 and 4. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 *See* Securities Exchange Act Release No. 54770 (November 16, 2006), 71 FR 67935 (“Notice”). 4 In Amendment No. 3, Amex clarified that

(1)relevant Indicative Fund Values calculated by the Index Sponsor between 9:30 a.m. (when trading begins on the Amex) to 10:00 a.m. (when the oil futures open at the NYMEX) will be based on prices obtained from Reuters;

(2)the Exchange will obtain a representation for each series of Portfolio Depositary Receipts that the net asset value per share will be calculated daily and will be made available to all market participants at the same time; and

(3)the Exchange will require for each Fund that 200,000 Shares be outstanding prior to the commencement of trading on the Exchange. 5 In Amendment No. 4, Amex clarified that the Exchange will delist or remove the listing of the Shares pursuant to Amex rules if a substitute index or other replacement benchmark is used in connection with the Shares, unless the Exchange files with the Commission a related proposed rule change pursuant to Rule 19b-4 under the Act seeking approval to continue trading the Shares of such Fund and such rule change is approved by the Commission. Amex also corrected a typographical error to clarify that the Shares will begin to trade on the Amex from 9:30 a.m. II. Description of the Proposal Amex Rules 1200, 1201 and 1202 provide for the listing and trading of Trust Issued Receipts (“TIRs”). Amex Rule 1202 sets out listing and trading criteria for TIRs. Pursuant to Commentary .07 to Amex Rule 1202, the Exchange may list and trade TIRs where the trust holds securities (“Investment Shares”) issued by an entity that invests in any combination of securities, futures contracts, options on futures contracts, forward contracts, commodities, swaps or high credit quality short-term fixed income securities or other securities. Commentary .07 requires the Exchange to submit a proposal pursuant to Section 19(b) of the Act subject to Commission review and approval for each new series of such TIRs holding Investment Shares. Accordingly, the Exchange proposes to list and trade shares (“Shares”) of:

(1)The PowerShares DB Energy Fund (the “Energy Fund”);

(2)the PowerShares DB Oil Fund (the “Oil Fund”);

(3)the PowerShares DB Precious Metals Fund (the “Precious Metals Fund”);

(4)the PowerShares DB Gold Fund (the “Gold Fund”);

(5)the PowerShares DB Silver Fund (the “Silver Fund”);

(6)the PowerShares DB Base Metals Fund (the “Base Metals Fund”); and

(7)the PowerShares DB Agriculture Fund (the “Agriculture Fund”) (collectively the “Funds”). In its proposal, the Exchange provided detailed description regarding the structure of the Funds and the listing and trading of the Shares. In particular, the Exchange addressed

(i)the designation and calculation of each Fund's underlying index,

(ii)the calculation and dissemination of net asset value (“NAV”),

(iii)the application of initial and continued listing criteria specified in Commentary .07 to Amex Rule 1202,

(iv)the creation and redemption process,

(v)dissemination of pricing and other information pertaining to the Shares, including intraday indicative value, Share price, and underlying index value,

(vi)arbitrage of the Shares,

(vii)listing fees,

(viii)applicable Exchange trading rules,

(ix)events triggering trading halts and/or delisting,

(x)applicable suitability requirements,

(xi)the distribution of an information circular regarding the Shares to Exchange members, and

(xii)surveillance procedures. Product Description Each Fund's Shares represent beneficial ownership interests in a corresponding Master Fund's net assets. 6 These assets consist solely of the common units of beneficial interests of the DB Energy Master Fund, the DB Oil Master Fund, the DB Precious Metals Master Fund, the DB Gold Master Fund, the DB Silver Master Fund, the DB Base Metals Master Fund, and the DB Agriculture Master Fund (collectively, the “Master Funds”). 6 Each of the Funds will be formed as a separate series of the DB Multi-Sector Commodity Trust (the “Trust”), a Delaware statutory trust. Likewise, each of the Master Funds represents a series of the DB Multi-Sector Commodity Master Trust (the “Master Trust”), also a Delaware statutory trust. Each of the Funds and each of the Master Funds are commodity pools operated by DB Commodity Services LLC (the “Managing Owner”). 7 The Master Funds will hold primarily 8 futures contracts 9 on the commodities comprising the:

(1)Deutsche Bank Liquid Commodity Index—Optimum Yield Energy Excess Return TM (“Energy Index”);

(2)Deutsche Bank Liquid Commodity Index—Optimum Yield Crude Oil Excess Return TM (“Oil Index”);

(3)Deutsche Bank Liquid Commodity Index—Optimum Yield Precious Metals Excess Return TM (“Precious Metals Index”);

(4)Deutsche Bank Liquid Commodity Index—Optimum Yield Gold Excess Return TM (“Gold Index”);

(5)Deutsche Bank Liquid Commodity Index—Optimum Yield Silver Excess Return TM (“Silver Index”);

(6)Deutsche Bank Liquid Commodity Index—Optimum Yield Industrial Metals Excess Return TM (“Base Metals Index”); and

(7)Deutsche Bank Liquid Commodity Index—Optimum Yield Agriculture Excess Return TM (“Agriculture Index”) (collectively, the “Indexes”), as the case may be. Certain of the Indexes are based on a single commodity component. The Exchange noted that the commodities industry uses such indexes to track changes in the value of the underlying commodity over time. 7 The Managing Owner, a subsidiary of DB London, is a commodity pool operator and commodity trading advisor. 8 Other holdings of the Master Fund will include cash and U.S. Treasury securities for deposit with futures commission merchants as margin and other high credit quality short-term fixed income securities. 9 The futures contracts in which the respective Master Fund may invest are as follows: Energy Index—sweet light crude (NYMEX), heating oil (NYMEX), brent crude oil (ICE Futures), RBOB gasoline (NYMEX), natural gas (NYMEX); Oil Index—sweet light crude (NYMEX); Precious Metals Index—gold (COMEX), silver (COMEX); Gold Index—gold (COMEX); Silver Index—silver (COMEX); Base Metals Index—aluminum (LME), zinc (LME), copper-grade A (LME); Agriculture Index—corn (CBOT), wheat (CBOT), soybeans (CBOT), sugar (NYBOT). The Managing Owner of the Master Funds will manage the futures contracts in order to track the performance of the respective Index. The Master Funds will include U.S. Treasury securities for margin purposes and other high credit quality short-term fixed income securities. The Master Funds are not “actively managed.” Underlying Indexes Deutsche Bank AG London (“Index Sponsor”) sponsors each of the Indexes. Additional description of each Index was included in the Exchange's proposal. Notably, the Exchange stated that the Index Sponsor has in place procedures to prevent the improper sharing of information between different affiliates and departments. Specifically, an information barrier exists between the personnel within DB London that calculate and reconstitute the Indexes and other personnel of the Index Sponsor, including but not limited to the Managing Owner, sales and trading, external or internal fund managers, and bank personnel who are involved in hedging the bank's exposure to instruments linked to the Indexes, in order to prevent the improper sharing of information relating to the composition of the Indexes. The Index Sponsor calculates intraday and closing levels of each Index on the basis of reported trading prices of the futures contract(s) constituting that index. The futures contract of each applicable Index commodity that is closest to expiration is used in the calculation of the respective Indexes. While the Index is calculated and disseminated by the Index Sponsor, a number of independent sources may verify both the intraday and closing Index values. The Index Sponsor uses independent feeds from Reuters to verify all pricing information used to calculate the Index. Creation and Redemption of Shares Like other exchange traded fund products, each of the Funds will issue and redeem its Shares on a continuous basis at a price equal to the NAV per share next determined after an order is received in proper form. Also, each of the Funds will issue and redeem its Shares only in aggregations of 200,000 shares (“Basket Aggregations”) and only through qualified market participants that have entered into agreements with the Managing Owner (each, an “Authorized Participant”). Additional information about the creation and redemption process is included in Amex's proposal. 10 In summary, to create Shares, an Authorized Participant must properly place a creation order and deliver the specified “cash deposit amount” 11 and applicable transaction fee to the Fund Administrator, designated to be The Bank of New York. The Fund Administrator will issue to the Authorized Participant the appropriate number of Basket Aggregations. To redeem Shares, an Authorized Participant must properly place a redemption order and deliver Shares that in the aggregate constitute one or more Basket Aggregations, plus any applicable transaction fee. The Fund Administrator will deliver the appropriate “cash redemption amount” 12 for each Basket Aggregation that an Authorized Participant redeems. 10 *See* Notice, *supra* note 3, 71 FR at 67941. 11 The “cash deposit amount” equals the NAV per Share of the applicable Fund times 200,000 ( *i.e.* , NAV per Basket Aggregation). 12 The “cash redemption amount” equals the NAV per Basket Aggregation. Net Asset Value As detailed in the Exchange's proposal, 13 the NAV for each Fund equals the total assets of the corresponding Master Fund less total liabilities of such Master Fund. The NAV of each Share equals the NAV of the corresponding Fund divided by the number of its Shares outstanding. When calculating NAV for each of the Funds and each of the Master Funds, the Administrator will value U.S. futures contracts held by such Master Fund on the basis of their then current market value. All non-U.S. futures contracts will be calculated based upon the liquidation value. 13 *See* Notice, *supra* note 3, 71 FR at 67941-42. Arbitrage In its proposal, the Exchange stated that it did not expect the Shares to trade at a material discount or premium to the Shares of the corresponding Master Fund held by the corresponding Fund. As is the case for other exchange traded products, the Exchange believes that, because the Shares can be created and redeemed, arbitrage opportunities should provide a mechanism to mitigate the effect of any premiums or discounts that may exist from time to time. Dissemination of Index and Underlying Futures Contracts Information The Index Sponsor will publish the intraday value and closing level of each of the Indexes at least every fifteen

(15)seconds on its Web site at *http://index.db.com* and through major market data vendors ( *e.g.* , Bloomberg and Reuters). The Index Sponsor and the Exchange will also provide any adjustments or changes to any of the Indexes on their respective Web sites. Daily settlement prices, delayed futures contract information, and market news are publicly available on the Web sites of the futures exchanges where the relevant contract trades. 14 Pricing and other information for the futures contracts underlying each of the Indexes is widely disseminated through a variety of major market data vendors worldwide, including Bloomberg and Reuters. 14 The particular futures exchange for each futures contact with Web site information are as follows:

(i)Aluminum, zinc and copper—grade A—London Metals Exchange

(LME)at *http://www.lme.com* ;

(ii)corn, wheat and soybeans—Chicago Board of Trade

(CBOT)at *http://www.cbot.com* ;

(iii)crude oil, heating oil, RBOB gasoline, natural gas, gold, and silver—New York Mercantile Exchange (NYMEX) at *http://www.nymex.com* ;

(iv)brent crude oil—IntercontinentalExchange, Inc.

(ICE)at *http://www.theice.com* ; and

(v)sugar—Board of Trade of the City of New York (NYBOT) at *http://www.nybot.com* . Availability of Information Regarding the Shares 1. Indicative Fund Value During each day the Shares trade on the Exchange, Amex will disseminate through the facilities of CTA an indicative value for each of the Funds (“Indicative Fund Value”), representing an estimated net asset value for each Fund Share. The respective Indicative Fund Values will be disseminated on a per Share basis at least every 15 seconds during regular Amex trading hours of 9:30 a.m. to 4:15 p.m. ET. Notably, the Indicative Fund Values will not reflect price changes to the price of an underlying commodity between the close of trading of the futures contract at the relevant futures exchange and the close of trading on the Amex at 4:15 p.m. ET. 15 The value of a Share may accordingly be influenced by non-concurrent trading hours between the Amex and the various futures exchanges where constituents of the Indexes trade. 16 15 A list of trading hours for each of the Index commodities underlying the futures contracts was included in Amex's proposal. *See* Notice, *supra* note 3, 71 FR at 67943. 16 The Exchange states that between 9:30 a.m. (when trading begins on the Amex) to 10:00 a.m. (when the oil futures open at the NYMEX), the Index Sponsor calculates relevant Indicative Fund Values based on prices obtained from Reuters. *See* Amendment No. 3. 2. Other Information In addition to the Indicative Fund Values, the Amex also intends to disseminate for each of the Funds on a daily basis by means of CTA/CQ High Speed Lines and on its Web site at *http://www.amex.com* the following information: • The daily trading volume of each of the Shares; • The closing prices of each Fund's Shares and the corresponding NAV; • A hyperlink on its Web site at *http://www.amex.com* to the Index Sponsor's Web site at *http://index.db.com* . Additionally, the Web site for each of the Funds and/or the Exchange, which are publicly accessible at no charge, will contain the following information:

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

(b)the mid-point of the bid-ask price 17 in relation to the NAV as of the time the NAV is calculated (the “Bid-Ask Price”);

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

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

(4)previous calendar quarters;

(f)the Prospectus; and

(g)other applicable quantitative information. 17 The bid-ask price of Shares is determined using the highest bid and lowest offer as of the time of calculation of the NAV. The closing price and settlement prices of the futures contracts comprising the Indexes and held by the corresponding Master Funds are also readily available from the relevant futures exchanges, automated quotation systems, published or other public sources, or on-line information services such as Bloomberg or Reuters. Criteria for Initial and Continued Listing Each of the Funds will be subject to the criteria in Commentary .07(d) of Amex Rule 1202 for initial and continued listing of their respective Shares. The Exchange states that it will comply with the initial listing criteria set forth in Amex Rule 1002(a)(ii) which states that the Exchange will obtain a representation for each series of Portfolio Depositary Receipts that the NAV per share will be calculated daily and will be made available to all market participants at the same time. 18 18 *See* Amendment No. 3. The continued listing criteria provides for the delisting or removal from listing of the Shares under any of the following circumstances: • Following the initial twelve month period from the date of commencement of trading of the Shares:

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

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

(iii)if the market value of all Shares issued and outstanding is less than $1,000,000; • If the value of the underlying index or portfolio is no longer calculated or available on at least a 15-second delayed basis through one or more major market data vendors during the time the Shares trade on the Exchange; 19 19 In calculating the Indexes, if futures prices are not available, the Index Sponsor will typically use the prior day's futures prices. In exceptional cases (such as when a daily price limit is reached on a futures exchange), the Index Sponsor may employ a “fair value” price ( *i.e.* , the price for unwinding the futures position by OTC dealers). The Exchange represents that if the use of a prior day's price or “fair value” pricing for an Index commodity or commodities is more than of a temporary nature, the Exchange will submit a proposed rule change pursuant to Rule 19b-4 under the Act seeking Commission approval to continue to trade the Shares of a Fund. Unless approved for continued trading, the Exchange would commence delisting procedures. • The Indicative Fund Value is no longer made available on at least a 15-second delayed basis during the time the Shares trade on the Exchange; • If a substitute index or other replacement benchmark is used in connection with the Shares, unless the Exchange files with the Commission a related proposed rule change pursuant to Rule 19b-4 under the Act seeking approval to continue trading the Shares of such Fund and such rule change is approved by the Commission; 20 or 20 *See* Amendment No. 4. • If such other event shall occur or condition exists which in the opinion of the Exchange makes further dealings on the Exchange inadvisable. For each Fund, a minimum of 200,000 Shares will be required to be outstanding at the time of commencement of trading on the Exchange. 21 The initial price of a Share is expected to be approximately $25. 21 *See* Amendment No. 3. The Exchange believes that the anticipated minimum number of Shares of each of the Funds outstanding at the start of trading is sufficient to provide adequate market liquidity and to further the objectives of the respective Funds. The Exchange represents that, for the initial and continued listing, the Shares must be in compliance with Section 803 of the Amex Company Guide and Rule 10A-3 under the Act. Trading Rules The Exchange represents that the Shares are equity securities subject to Amex Rules governing the trading of equity securities, including, among others, rules governing priority, parity and precedence of orders, specialist responsibilities, account opening, and customer suitability (Amex Rule 411). Initial equity margin requirements of 50% will apply to transactions in the Shares. Shares will trade on the Amex from 9:30 a.m. until 4:15 p.m. ET each business day and will trade in a minimum price variation of $0.01 pursuant to Amex Rule 127. Importantly, specialist trading of the Shares will be subject to Amex Rule 1202 regarding conflicts of interest and the maintenance of books and records. Commentary .07(e) to Amex Rule 1202 prohibits the specialist in the Shares from acting as or being affiliated with a market maker in the Index commodities, related futures or options on futures, or any other related derivatives, unless information barriers are in place that satisfy the requirements of Amex Rule 193. Commentary .07(g)(1) and (g)(2) to Amex Rule 1202 also ensures that specialists handling the Shares provide the Exchange with all the necessary information relating to their trading in physical assets or commodities, related futures contracts and options thereon or any other derivative. Commentary .07(g)(3) to Amex Rule 1202 also prohibits the specialist in the Shares from using any material nonpublic information received from any person associated with a member, member organization or employee of such person regarding trading by such person or employee in the Index commodities, related futures or options on futures, or any other related derivatives. Also, pursuant to Commentary .07(f) to Amex Rule 1202, the Shares will generally be subject to the Exchange's stabilization rule, Amex Rule 170, except that specialists may buy on “plus ticks” and sell on “minus ticks,” in order to bring the Shares into parity with the underlying commodity or commodities and/or futures contract price. Pursuant to Commentary .05 to Amex Rule 190, specialist transactions of the Shares made in connection with the creation and redemption of Shares will not be subject to the prohibitions of Amex Rule 190. The Shares will not be subject to the short sale rule pursuant to no-action relief granted in petition to Rule 10a-1 under the Act. 22 22 *See* letter to George T. Simon, Esq., Foley & Lardner LLP, from Racquel L. Russell, Branch Chief, Office of Trading Practices and Processing, Division of Market Regulation, (“Division”), Commission, dated July 21, 2006. Trading Halts Prior to the commencement of trading, the Exchange will issue an Information Circular (described below) to members informing them of, among other things, Exchange policies regarding trading halts in the Shares. First, the circular will advise that trading will be halted in the event the market volatility trading halt parameters set forth in Amex Rule 117 have been reached. Second, the circular will advise that, in addition to the parameters set forth in Amex Rule 117, the Exchange will halt trading in any of the Shares if trading in the underlying related futures contract(s) is halted or suspended. Third, with respect to a halt in trading that is not specified above, the Exchange may also consider other relevant factors and the existence of unusual conditions or circumstances that may be detrimental to the maintenance of a fair and orderly market. The Exchange will halt trading in the Shares of a Fund if

(a)the NAV per share is not disseminated to all market participants at the same time,

(b)trading in the underlying related futures contract(s) is halted or suspended,

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

(15)second basis through one or more major market data vendors during the time the Shares trade on the Amex, or

(d)if the Indicative Fund Value per Share updated every fifteen

(15)seconds is no longer calculated or available. However, in the case of

(c)or (d), above, where an Indicative Fund Value or Index Value is no longer calculated or disseminated as required, the Exchange may halt trading during the day in which the interruption occurs. If such interruption to the calculation and dissemination of an Indicative Fund Value or Index 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. Information Circular The Amex will distribute an Information Circular to its members in connection with the trading of the Shares. Specifically, the Circular, among other things, will discuss what the Shares are, special characteristics and risks of trading this type of security, the requirement that members and member firms deliver a prospectus to investors purchasing the Shares prior to or concurrently with the confirmation of a transaction, applicable Amex rules and trading hours, and dissemination of pricing and other information pertinent to the Shares. The Circular will explain that the Funds are subject to various fees and expenses described in the Registration Statement. The Circular will also reference the fact that the CFTC has regulatory jurisdiction over the trading of futures contracts. The Circular will also notify members and member organizations about the procedures for purchases and redemptions of Shares in Baskets, and that Shares are not individually redeemable but are redeemable only in one or more Baskets. The Circular will advise members of their suitability obligations with respect to recommended transactions to customers in the Shares. The Circular will also discuss any relief, if granted, by the Commission or the staff from any rules under the Act. Surveillance The Exchange represents that its surveillance procedures are adequate to properly monitor the trading of the Shares and to deter and detect violations of Exchange rules. Specifically, the Exchange will rely on its existing surveillance procedures applicable to TIRs, Portfolio Depository Receipts and Index Fund Shares, which have been deemed adequate under the Act. The Exchange currently has in place an Comprehensive Surveillance Sharing Agreement ICE Futures, LME, and NYMEX, for the purpose of providing information in connection with trading in or related to futures contracts traded on their respective exchanges comprising the Indexes. The Exchange also notes that the CBOT and NYBOT are members of the Intermarket Surveillance Group (“ISG”). III. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether Amendments No. 3 and 4 to 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 at *http://www.sec.gov/rules/sro.shtml* or • Send an e-mail to *rule-comments@sec.gov* . Please include File No. SR-Amex-2006-76 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File No. SR-Amex-2006-76. 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 at *http://www.sec.gov/rules/sro.shtml* . Copies of the submission, all subsequent amendments, all written statements with respect to the Amendments No. 3 and 4 to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing also will be available for inspection and copying at the principal office of the Amex. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File No. SR-Amex-2006-76 and should be submitted on or before January 29, 2007. IV. Discussion and Commission's Findings After careful consideration, the Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder, applicable to a national securities exchange. 23 In particular, the Commission finds that the proposed rule change is consistent with the requirements of Section 6(b)(5) of the Act, 24 which requires, among other things, that the Exchange's rules be designed to promote just and equitable principles of trade, facilitate transactions in securities, 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. 23 In approving this proposal, the Commission has considered its impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). 24 15 U.S.C. 78f(b)(5). A. Surveillance The Commission notes that the Exchange has represented that its surveillance procedures for the Shares are adequate to monitor the trading of the Shares. The Exchange's Comprehensive Surveillance Sharing Agreement with the ICE Futures, LME, and NYMEX, for the purpose of providing information in connection with trading in or related to futures contracts traded on their respective exchanges comprising the Indexes and membership in the Intermarket Surveillance Group (“ISG”) creates the basis for the Amex to monitor fraudulent and manipulative practices in the trading of the Shares. In addition, the Exchange represents that, in the event that a successor or substitute index is used by the Managing Owner, or the Index Sponsor substantially changes either the Index component selection methodology or the weighting methodology, Amex will file with the Commission a proposed rule change, which addresses, among other things, applicable surveillance procedures, and unless approved by the Commission, the Exchange will commence delisting of the Shares. Moreover, Amex Rule 1202 should facilitate surveillance of trading of the Shares because it requires Exchange specialists, upon Amex's request, to provide the Exchange with information that the specialist uses in connection with pricing and trading the Shares. In particular, Commentaries .07(g)(1) and (g)(2) to Amex Rule 1202 require that the specialist handling the Shares provide the Exchange with information relating to its trading in the Shares and the accounts of the member organization acting as specialist, member organization, or approved person of such member organization in the Index components, related futures or options on futures, or any other related derivatives. B. Dissemination of Information The Commission believes that sufficient venues exist for obtaining reliable information so that investors in the Shares should be able to monitor the underlying Indexes relative to the Indicative Values of their Shares. Real-time information is available about the trading of relevant futures contracts through major market data vendors by subscription. Delayed information is often publicly available from futures exchanges. The Exchange stated that the daily settlement prices for the futures contracts held by each of the Master Funds are publicly available on the Web sites of the futures exchanges trading those contracts. The Exchange has represented that the Index Sponsor, Deutsche Bank AG London, will calculate and publish the value of the Indexes at least every 15 seconds during Amex trading hours to Bloomberg, Reuters, and the Index Sponsor's Internet Web site, *http://index.db.com* . While the Index is calculated and disseminated by the Index Sponsor, an affiliate of a registered broker-dealer, the Commission notes that a number of independent sources may verify both the intraday and closing Index values. Additionally, the Exchange has represented that it will calculate and publish to the CTA the Indicative Fund Values for the Shares, at least every 15 seconds during the time that the Shares trade on the Amex. The Commission believes that dissemination of the Indicative Fund Values provides additional information that is not otherwise available to the public and is useful to professionals and investors in connection with the Shares trading on the Exchange or the creation or redemption of the Shares. The Commission believes that publication of such information should promote transparency with regard to the Shares. The Commission further notes that the NAV of each Fund will be calculated and disseminated daily on a per share basis and made available to all market participants at the same time. If not, the Exchange has represented that it will halt trading of the relevant series of Shares. Likewise, if trading in a futures contract included in an Index is halted or suspended, the Exchange will halt trading of the relevant series of Shares. If an Indicative Fund Value or Index Value is not disseminated as described in its proposal, the Exchange may halt trading of the relevant series of Shares during the day in which the interruption occurs. If such interruption to the calculation and dissemination of an Indicative Fund Value or Index 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. The Commission believes that these trading halt rules, together with the NAV dissemination requirements and the Exchange's delisting criteria, will help ensure that an appropriate level of transparency exists with respect to the proposed Shares to allow for the maintenance of fair and orderly markets. C. Listing and Trading The Commission finds that the Exchange's proposed rules and procedures for the listing and trading of the proposed Shares are consistent with the Act. Shares will trade as equity securities subject to Amex rules including, among others, rules governing priority, parity and precedence of orders, specialist responsibilities and prohibitions, account opening, and customer suitability requirements. 25 Notably, the Commission believes that the listing and delisting criteria for the Shares should provide a minimum level of liquidity and, therefore, minimize the potential for manipulation of the Shares. The Commission further believes that Commentary .07 to Amex Rule 1202 is reasonably designed to address potential conflicts of interest in connection with specialist trading of the Shares and help ensure that the Exchange has the information it needs with regard to transactions in the Shares. 26 25 The Commission notes that these Funds are substantially similar to other Funds recently approved by the Commission, the share of which shares are trading pursuant to this Commentary .07 to Amex Rule 1202. *See* Securities Exchange Act Release Nos. 53105 (January 11, 2006), 71 FR 3129 (January 19, 2006) (SR-Amex-2005-059) (DB Commodity Index Tracking Fund); 54450 (September 14, 2006), 71 FR 55230 (September 21, 2006) (SR-Amex-2006-44) (PowerShares DB G10 Harvest Fund (formerly the DB Currency Index Value Fund). 26 *See* Commentaries .07(e), 07(g)(3), and .07(g)(1)-(2) to Amex Rule 1202. The Commission notes that the Information Circular the Exchange will distribute will inform members and member organizations about the terms, characteristics and risks in trading the Shares, including their prospectus delivery obligations. D. Accelerated Approval of the Proposed Rule Change as Modified by Amendments No. 3 and 4 Thereto The Commission finds good cause to approve the proposed rule change as modified by Amendments No. 3 and 4 prior to the 30th day after the amendment is published for comment in the **Federal Register** . Amendments No. 3 and 4 makes clarifying changes to the description of the proposed rule change. The Commission believes that, as a whole, Amendments No. 3 and 4 strengthen the proposed rule change and do not raise any new regulatory issues. Therefore, the Commission finds good cause, consistent with section 19(b)(2) of the Act, 27 to approve the proposal, as amended, on an accelerated basis. 27 15 U.S.C. 78s(b)(2). V. Conclusion *It is therefore ordered,* pursuant to Section 19(b)(2) of the Act, 28 that the proposed rule change (SR-Amex-2006-76), as modified by Amendments No. 1, 2, 3, and 4 be, and it hereby is, approved on an accelerated basis. 28 15 U.S.C. 78s(b)(2). 29 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 29 Jill M. Peterson, Assistant Secretary. [FR Doc. E7-16 Filed 1-5-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55015; File No. SR-BSE-2006-55] Self-Regulatory Organizations; Boston Stock Exchange, Inc; Notice of Filing of a Proposed Rule Change and Amendment No. 1 Thereto Relating to the Definition of Complex Trade as Applied to Trades Through the Intermarket Linkage December 28, 2006. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on December 13, 2006, the Boston Stock Exchange, Inc (“BSE” 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 substantially prepared by the Exchange. The BSE filed Amendment No. 1 to the proposal on December 27, 2006. 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. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The BSE proposes to amend Chapter XII, Section 1(c) of the rules of the Boston Options Exchange (“BOX”) to revise the definition of “Complex Trade” as such definition applies to trades through the Intermarket Linkage (“Linkage”). The text of the proposed rule change appears below, with additions *italicized* and deletions in [brackets]: Chapter XII. Intermarket Linkage Rules Sec. 1 Definitions The following terms shall have the meaning specified in this Section 1 solely for the purpose of this Chapter XII: (a)-(b) No Change.

(c)“Complex Trade” means the execution of an order in an options series in conjunction with the execution of one or more related orders in different options series in the same underlying security occurring at or near the same time *for the purpose of executing a particular investment strategy and for an equivalent number of contracts, provided that the number of contracts of the legs of a spread, straddle, or combination order may differ by a permissible ratio* [for the equivalent number of contracts and for the purpose of executing a particular investment strategy]. *The permissible ratio for this purpose is any ratio that is equal to or greater than one-to-three (.333) and less than or equal to three-to-one (3.00).* (d)-(s) No Change. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has substantially 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 This proposed rule change will amend the definition of “Complex Trade” in Chapter XII, Section 1(c) of the BOX Rules. For Linkage purposes, the BOX Rules define a “Complex Trade” as a trade reflecting the execution of an order in an options series in conjunction with one or more other orders in different series in the same underlying security “for the equivalent number of contracts.” A Complex Trade is exempt from the trade-through rule. 3 3 *See* Box Rules, Chapter XII, Section 3(b)(vii). In contrast to the Linkage definition of “Complex Trade,” Chapter V, Section 27(a) of the BOX Rules defines “complex orders” for other purposes on the Exchange. This definition includes “Ratio Orders,” which do not require that there be an equivalent number of contracts in the orders. 4 Specifically, the rule permits ratios that are equal to or greater than one-to-two. The Exchange applies modified priority rules to complex orders. 4 *See* Box Rules, Chapter V, Section 27(a)(vi). According to the BSE, the proposed rule change will conform the Linkage definition of Complex Trade to BOX's general definition of the concept. The BSE represents that the other five options exchanges are adopting a similar definition, which will result in uniform application of the term across all options exchanges. The BSE believes that such uniformity will facilitate the speedy execution of complex trades on all markets. 2. Statutory Basis The basis under the Act for the proposed rule change is the requirement under Section 6(b)(5) of the Act 5 that the rules of a national securities exchange be designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. In particular, the BSE believes that the proposed rule change will make BOX's Linkage Rules consistent with BOX's internal market rules and will facilitate the trading of complex orders. 6 5 15 U.S.C. 78f(b)(5). 6 *See* Amendment No. 1. B. Self-Regulatory Organization's Statement on Burden on Competition The BSE does not believe that the proposed rule change will impose any burden on competition 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 BSE has neither solicited nor received 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 the self-regulatory organization consents, the Commission will: A. By order approve such proposed rule change; or B. institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change, as amended, is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov* . Please include File No. SR-BSE-2006-55 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-BSE-2006-55. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-BSE-2006-55 and should be submitted on or before January 29, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 7 Jill M. Peterson, Assistant Secretary. 7 17 CFR 200.30-3(a)(12). [FR Doc. E6-22661 Filed 1-5-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55025; File No. SR-CBOE-2006-96] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Order Approving a Proposed Rule Change Regarding Allocation of Stocks to CBSX DPMs December 29, 2006. I. Introduction On November 20, 2006, the Chicago Board Options Exchange, Incorporated (“CBOE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act” or “Exchange Act”) 1 and Rule 19b-4 thereunder, 2 a proposal relating to the allocation of stocks for the CBOE Stock Exchange (“CBSX”). The proposal was published for comment in the **Federal Register** on November 27, 2006. 3 The Commission received no comments on the proposal. This order approves the proposed rule change. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 *See* Securities Exchange Act Release No. 54792 (November 20, 2006), 71 FR 68659. II. Description of the Proposal The purpose of this filing is to adopt rules that would allow for the allocation of stocks to CBSX DPMs. The Exchange has represented that it intends to submit a proposal to modify Chapters 50-55 of its rules, which govern the trading of non-option securities on the Exchange, 4 in connection with the establishment of CBSX (the “CBSX Trading Rules Proposal”). In addition, the Exchange has proposed rules to establish CBSX as a facility of the Exchange (the “CBSX Facility Proposal”). 5 If the Commission approves these proposals, CBSX would be a facility of the Exchange and would serve as the Exchange's vehicle for trading non-option securities. In addition, the Exchange has filed for immediate effectiveness a proposal to appoint CBSX DPMs (the “CBSX DPM Appointment Proposal”). 6 Any appointments under the CBSX DPM Appointment Proposal and any allocations made to such DPMs under this proposal would be contingent on Commission approval of the CBSX Trading Rules Proposal—in particular, those rules governing DPM trading procedures and obligations on CBSX—and the CBSX Facility Proposal. 4 *See* Securities Exchange Act Release No. 54422 (September 11, 2006), 71 FR 54537 (September 15, 2006) (approving SR-CBOE-2004-21). *See also* Securities Exchange Act Release No. 54526 (September 27, 2006), 71 FR 58646 (October 4, 2006) (approving SR-CBOE-2006-70). 5 *See* SR-CBOE-2006-110 (filed December 26, 2006). 6 *See* Securities Exchange Act Release No. 54831 (November 29, 2006), 71 FR 70814 (December 6, 2006) (notice of filing and immediate effectiveness of SR-CBOE-2006-100). Initial CBSX DPM stock allocations would be handled pursuant to proposed CBOE Rule 53.54. For the initial launch, and potentially in instances where CBSX seeks to commence trading a number of new securities at one time, CBSX would conduct a “draft” for eligible CBSX DPMs to select available stocks. The draft order would be determined randomly. In connection with the initial launch, the draft would apply to the first 500 securities selected. 7 The remaining securities slated for trading on CBSX would be allocated randomly by CBSX to the CBSX DPMs equally. 7 Telephone conversation between Angelo Evangelou, Assistant General Counsel, CBOE, and Nathan Saunders, Special Counsel, Division of Market Regulation, Commission, November 20, 2006. CBSX would utilize proposed CBOE Rule 53.54 for future stock allocations as well. In those cases, a draft could be employed or CBSX could allocate the stocks based on any one or more of the following: Performance, volume, capacity, market performance commitments, operational factors, efficiency, competitiveness, expressed preferences of issuers, and the best interest of CBSX. The Exchange is seeking to launch trading on CBSX on February 5, 2007. The Exchange has stated that allocating stocks to CBSX DPMs ahead of the launch date would allow it and the CBSX DPMs to be prepared to commence trading on CBSX immediately if and when the Commission approves the CBSX Trading Rules Proposal and the CBSX Facility Proposal. III. Discussion After careful review, the Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange. 8 In particular, the Commission believes that the proposal is consistent with the requirements of Section 6(b)(5) of the Act, 9 in that it has been designed to promote just and equitable principles of trade, to protect investors and the public interest, and is not designed to permit unfair discrimination between CBSX DPMs. 8 In approving this proposed rule change, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 9 15 U.S.C. 78f(b)(5). The Commission believes that the CBOE's proposal to employ a randomly-set draft rotation for allocating non-option securities is reasonably designed to promote just and equitable principles of trade and to avoid unfair discrimination. Moreover, the Commission believes that the additional proposed criteria for allocating non-option securities to CBSX DPMs when a draft is not appropriate are reasonable and consistent with the Act. These additional criteria are similar to the options allocation criteria set forth in CBOE Rule 8.95(a) and (b), which the Commission has previously approved. 10 10 *See* Securities Exchange Act Release No. 39879 (April 16, 1998), 63 FR 20227 (April 23, 1998) (order approving SR-CBOE-98-03). Several of the factors that CBSX may consider in the allocation process are adopted from CBOE Rule 8.95: performance, volume, capacity, market performance commitments, operational factors, efficiency, competitiveness, and expressed preferences of issuers. The Commission believes that these criteria should be used by CBOE solely for the purpose of allocating non-option securities to CBSX DPMs. The Commission emphasizes that CBOE should not use the proposed criteria—especially the “market performance commitments” and “best interest of CBSX” criteria—to directly or indirectly attempt to restrict a market participant that is appointed as a CBSX DPM from performing market-making or specialist activities on other markets. The Commission notes that all allocations of securities to CBSX DPMs under this proposal are contingent on Commission approval of the CBSX Trading Rules Proposal and the CBSX Facility Proposal. Moreover, in approving CBOE's proposal to establish rules for allocating stocks on CBSX, the Commission is not prejudging CBOE's other pending proposals relating to CBSX. If the Commission were not to approve the CBSX Trading Rules Proposal and the CBSX Facility Proposal, any allocations made pursuant to this proposal would be meaningless. Approving the CBSX allocation rules does, however, afford CBOE an opportunity to prepare for the possibility that the Commission will approve the CBSX Trading Rules Proposal and the CBSX Facility Proposal, and would reduce the time between any such approvals and the commencement of trading on CBSX. IV. Conclusion *It is therefore ordered,* pursuant to Section 19(b)(2) of the Act, 11 that the proposed rule change (File No. SR-CBOE-2006-96) is approved. 11 *Id.* For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 12 12 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-15 Filed 1-5-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54979; File No. SR-NFA-2006-05] Self-Regulatory Organization; National Futures Association; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change and Amendment No. 1 Thereto Relating to the Interpretive Notice Regarding Automated Order-Routing Systems December 20, 2006. Pursuant to Section 19(b)(7) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-7 under the Act, 2 notice is hereby given that on December 4, 2006, National Futures Association (“NFA”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change described in Items I, II, and III below, which Items have been substantially prepared by NFA. On December 14, 2006, NFA submitted an amendment to the proposed rule change. 3 The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. NFA also has filed the proposed rule change with the Commodity Futures Trading Commission (“CFTC”). 1 15 U.S.C. 78s(b)(7). 21 17 CFR 240.19b-7. 3 *See* facsimile from Thomas W. Sexton, General Counsel, NFA, to Elizabeth King, Associate Director, Division of Market Regulation, Commission, dated December 14, 2006 (“Amendment No. 1”). In Amendment No. 1, NFA replaced Exhibit 4, which was incomplete in the original filing. NFA, on November 30, 2006, submitted the proposed rule change to the CFTC for approval and invoked the “ten-day” provision of Section 17(j) of the Commodity Exchange Act (“CEA”). 4 By letter dated December 12, 2006, the CFTC notified NFA of its determination not to review the proposed rule change. 5 4 7 U.S.C. 21(j). 5 *See* Letter from Lawrence B. Patent, Deputy Director, CFTC, to Thomas W. Sexton, General Counsel, NFA (December 12, 2006) (“Letter”). I. Self-Regulatory Organization's Description of the Proposed Rule Change Section 15A(k) of the Act 6 makes NFA a national securities association for the limited purpose of regulating the activities of NFA members (“Members”) who are registered as brokers or dealers in security futures products under Section 15(b)(11) of the Act. 7 NFA's interpretive notice entitled “Compliance Rule 2-9: Supervision of the Use of Automated Order-Routing Systems” (“Interpretive Notice”) applies to all futures commission merchant and introducing broker Members, including those who are registered as security futures brokers or dealers under Section 15(b)(11). 8 6 15 U.S.C. 78o-3(k). 7 15 U.S.C. 78o(b)(11). 8 *Id.* In 2002, NFA adopted the Interpretive Notice, which referred Members to an AICPA/CICA WebTrust SM/TM Self-Assessment Questionnaire for Availability and stated that they could download the questionnaire from NFA's Web site. The questionnaire is not available on NFA's Web site. Therefore, the AORS Interpretive Notice is amended to delete the paragraph referencing the WebTrust SM/TM Self-Assessment Questionnaire for Availability. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, NFA has prepared statements concerning the purpose of, and basis for, the proposed rule change, burdens on competition, and comments received from members, participants, and others. The text of these statements may be examined at the places specified in Item IV below. NFA 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 In 2002, NFA adopted the Interpretative Notice, which referred Members to an AICPA/CICA WebTrust SM/TM Self-Assessment Questionnaire for Availability and stated that they could download the questionnaire from NFA's Web site. At the time the Interpretative Notice was adopted, NFA knew that the questionnaire was copyrighted but was in discussions with AICPA/CICA and believed that it would give NFA permission to use the material in this manner. AICPA/CICA subsequently informed NFA that it had decided not to allow NFA to use the questionnaire as described in the Interpretive Notice. Although the questionnaire is not available on NFA's Web site, NFA never removed the reference in the Interpretative Notice. Therefore, the Interpretive Notice is amended to delete the paragraph referencing the WebTrust SM/TM Self-Assessment Questionnaire for Availability. 2. Statutory Basis The rule change is authorized by, and consistent with, Section 15A(k) of the Act. 9 9 15 U.S.C. 78o-3(k). B. Self-Regulatory Organization's Statement on Burden on Competition The rule change will not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act and the CEA. C. Self-Regulatory Organization's Statement of Comments on the Proposed Rule Change Received From Members, Participants, or Others NFA did not publish the rule change to the membership for comment. NFA did not receive comment letters concerning the rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action NFA, on November 30, 2006, submitted the proposed rule change to the CFTC for approval and invoked the “ten-day” provision of Section 17(j) of the CEA. 10 By letter dated December 12, 2006, the CFTC notified NFA of its determination not to review the proposed rule change. 11 10 7 U.S.C. 21(j). 11 *See* Letter, *supra* note 5. Within 60 days of the date of effectiveness of the proposed rule change, the Commission, after consultation with the CFTC, may summarily abrogate the proposed rule change and require that the proposed rule change be refiled in accordance with the provisions of Section 19(b)(1) of the Act. 12 12 15 U.S.C. 78s(b)(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 Filed No. SR-NFA-2006-05 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File No. SR-NFA-2006-05. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing will also be available for inspection and copying at the principal office of the NFA. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File No. SR-NFA-2006-05 and should be submitted on or before January 29, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 13 13 17 CFR 200.30-3(a)(75). Jill M. Peterson, Assistant Secretary. [FR Doc. E6-22657 Filed 1-5-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55026; File No. SR-NYSE-2006-120] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change Regarding Proposed Combination Between NYSE Group, Inc. and Euronext N.V. December 29, 2006. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934, as amended, (“Act” or “Exchange Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on December 29, 2006, the New York Stock Exchange LLC (“NYSE” or “Exchange”) filed with the Securities and Exchange Commission (“SEC” or “Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been substantially 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)(l). 2 17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange, a New York limited liability company, registered national securities exchange and self-regulatory organization is submitting this rule filing (the “Proposed Rule Change”) to the SEC in connection with the proposed business combination (the “Combination”) of NYSE Group, Inc., a Delaware corporation (“NYSE Group”), with Euronext N.V., a company organized under the laws of The Netherlands (“Euronext”). As a result of the Combination, the businesses of NYSE Group (including that of the Exchange and NYSE Arca, Inc., a Delaware corporation, registered national securities exchange and self-regulatory organization (“NYSE Arca”)) and Euronext will be held under a single, publicly traded holding company named NYSE Euronext, a Delaware corporation (“NYSE Euronext”). Following the Combination, each of NYSE Group and Euronext (or a successor Dutch holding company) will be a separate subsidiary of NYSE Euronext, and their respective businesses and assets will continue to be held as they are currently held (subject to any post-closing reorganization of Euronext). A core aspect of the structure of the Combination is continued local regulation of the marketplaces. Accordingly, the Combination is premised on the notion that companies listing their securities only on markets operated by Euronext and its subsidiaries will not become newly subject to U.S. laws (including, without limitation, the Sarbanes-Oxley Act of 2002) or regulation by the SEC as a result of the Combination, and that companies listing their securities only on the Exchange or NYSE Arca, will not become newly subject to European rules or regulation as a result of the Combination. In addition, “members” and “member organizations” (each as defined in the rules of the Exchange) of the Exchange, “ETP holders” and “Authorized Traders” (each as defined in the Rules of NYSE Arca Equities) of NYSE Arca Equities, Inc. (“NYSE Arca Equities”), and “OTP Firms” and “OTP Holders” (each as defined in the Rules of NYSE Arca) of NYSE Arca, in each case trading only on markets operated by the Exchange or NYSE Arca will not become newly subject to European rules or regulations as a result of the Combination, and members of the markets operated by Euronext and its subsidiaries will not become newly subject to U.S. laws or regulation by the SEC as a result of the Combination. The Proposed Rule Change, if approved by the SEC, will not be operative until the consummation of the Combination. Other than as described herein, NYSE Euronext will not be seeking to make any changes to the regulated activities of NYSE Group and its subsidiaries in connection with the Combination. If NYSE Euronext determines to make any such changes, it will seek SEC approval to the extent required. The Exchange proposes that the organizational documents of NYSE Euronext, NYSE Group, 3 the Exchange, NYSE Market, Inc. and NYSE Regulation, Inc. be revised to reflect the Combination, and that such organizational documents become operative upon consummation of the Combination. In addition, the Exchange proposes various amendments to its rules (as such rules may be in effect from time to time, the “Exchange Rules”) to reflect the Combination. 3 Upon the consummation of the Combination, NYSE Group will be merged with and into Jefferson Merger Sub, Inc. and the name of Jefferson Merger Sub, Inc. will be changed to NYSE Group, Inc. The changes to the NYSE Group organizational documents refer to changes from the current NYSE Group organizational documents. Technically, however, the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of NYSE Group that will be operative upon the consummation of the Combination will be amended and restated forms of the Certificate of Incorporation and Bylaws of Jefferson Merger Sub, Inc. The text of the Proposed Rule Change is available at the NYSE, the Commission's Public Reference Room, and on the Exchange's Web site ( *http://www.nyse.com* ). The text of Exhibits 5A through 5M of the Proposed Rule Change are also available on the Exchange's Web site and on the Commission's Web site ( *http://www.sec.gov/rules/sro.shtml* ). II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of, and basis for, the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange, a New York limited liability company, registered national securities exchange and self-regulatory organization, is submitting this Proposed Rule Change to the SEC in connection with the Combination of NYSE Group with Euronext. As a result of the Combination, the businesses of NYSE Group (including that of the Exchange and NYSE Arca and Euronext will be held under a single, publicly traded holding company named NYSE Euronext. Following the Combination, each of NYSE Group and Euronext (or a successor Dutch holding company) will be a separate subsidiary of NYSE Euronext, and their respective businesses and assets will continue to be held as they are currently held (subject, in the case of Euronext, to any Post-Closing Reorganization as described in the next paragraph below). Other than as described herein, NYSE Euronext will not be seeking to make any changes to the regulated activities of NYSE Group, Euronext or their respective subsidiaries in connection with the Combination. If NYSE Euronext determines to make any such changes to the regulated activities of NYSE Group or its subsidiaries, it will seek approval of the SEC to the extent required. If NYSE Euronext determines to make any changes to the regulated activities of Euronext or its subsidiaries in connection with the Combination, it will seek approval of the applicable European Regulators (as defined below) to the extent required. The Proposed Rule Change, if approved by the SEC, will not be operative until the consummation of the Combination. The Combination will occur pursuant to the terms of the Combination Agreement, dated as of June 1, 2006, as amended and restated as of November 24, 2006 (as may be amended from time to time, the “Combination Agreement”), by and among NYSE Group, Euronext, NYSE Euronext and Jefferson Merger Sub, Inc., a Delaware corporation and newly formed wholly owned subsidiary of NYSE Euronext (“Merger Sub”). Subject to the terms and conditions set forth in the Combination Agreement and in compliance with applicable law, NYSE Euronext will commence an offer to acquire all of the outstanding ordinary shares of Euronext for a combination of NYSE Euronext common stock and cash (the “Exchange Offer”). Upon successful completion of the Exchange Offer, 4 NYSE Group will merge with Merger Sub (the “Merger”), and the surviving entity will be a wholly owned subsidiary of NYSE Euronext. NYSE Euronext intends, simultaneously with or as soon as possible after the completion of the Merger and assuming approval by the necessary vote of Euronext shareholders, to effect a corporate reorganization of Euronext and/or its subsidiaries (the “Post-Closing Reorganization”) intended to result in Euronext becoming a wholly owned subsidiary of NYSE Euronext. The Post-Closing Reorganization may include, but is not limited to, a compulsory acquisition by NYSE Euronext of the Euronext ordinary shares from any remaining minority shareholder in accordance with Dutch law and the rules of the French Financial Market Authority, a liquidation of Euronext, a merger of Euronext, or a combination thereof. 4 The successful completion of the Exchange Offer shall require that at least two-thirds of the outstanding Euronext ordinary shares shall have been tendered in the Exchange Offer; provided that, prior to filing the Exchange Offer with the French Financial Market Authority (Autorité des Marchés Financiers), NYSE Euronext shall have the right, after consultation with Euronext, to reduce this minimum condition so that it is no less than a majority of the outstanding Euronext ordinary shares. The Euronext shareholders and the NYSE Group stockholders voted to approve the Combination Agreement and the transactions contemplated by the Combination Agreement (including the Combination) on December 19, 2006 and December 20, 2006, respectively. The prospectus used as part of the shareholder circular in connection with obtaining the Euronext shareholder approval, the proxy statement/prospectus used in connection with obtaining the NYSE Group stockholder approval, and the prospectus that will be used in connection with the Exchange Offer for U.S. holders of Euronext ordinary shares has been filed with the SEC as part of a registration statement of NYSE Euronext on Form S-4. 5 5 *See* NYSE Euronext Registration Statement on Form S-4, Registration No. 333-137506 (initially filed on September 21, 2006 and declared effective on November 27, 2006), as amended from time to time (the “Registration Statement”). Other than certain modifications described herein, NYSE Group's current corporate structure and governance and the Exchange's current corporate structure, governance and self-regulatory independence and separation will be preserved. Specifically, after the Combination, NYSE Group's business and assets will continue to be structured as follows: • The Exchange, which is registered as a national securities exchange and is a self-regulatory organization, will remain a wholly owned subsidiary of NYSE Group. As described in more detail below, the organizational documents of NYSE Group will be amended to reflect that, after the Combination, it will be an intermediate holding company. • NYSE Market, Inc., a Delaware corporation (“NYSE Market”) will remain a wholly owned subsidiary of the Exchange and conduct the Exchange's business. NYSE Regulation, Inc., a New York Type A not-for-profit corporation (“NYSE Regulation”), will remain a wholly owned subsidiary of the Exchange, and continue to perform the regulatory responsibilities for the Exchange pursuant to a delegation agreement with the Exchange and many of the regulatory functions of NYSE Arca pursuant to a services agreement with NYSE Arca. Each of NYSE Euronext, NYSE Group, the Exchange and NYSE Market acknowledges that it is responsible for referring possible rule violations to NYSE Regulation. In addition, there will be an explicit agreement among NYSE Euronext, NYSE Group, the Exchange, NYSE Market and NYSE Regulation to provide adequate funding for NYSE Regulation, as is currently the case among the NYSE Group entities. There will be no change to the current manner of election or appointment of the directors and officers of the Exchange, NYSE Market or NYSE Regulation as a result of the Combination, except for

(a)changes in certain organizational documents of the Exchange, NYSE Market and NYSE Regulation to change certain references to NYSE Group to NYSE Euronext,

(b)a change to shorten the time period for member organizations to vote for “fair representation” candidates,

(c)the addition of a requirement that a majority of the directors of each of the boards of the Exchange, NYSE Market and NYSE Regulation be U.S. Persons (defined below),

(d)a change from the requirement that the NYSE Market chief executive officer be the NYSE Group chief executive officer to the requirement that the NYSE Market chief executive officer be a U.S. Person (defined below), as described herein,

(e)the deletion of provisions in certain organizational documents relating to the election or appointment of directors during the transition period following the merger between New York Stock Exchange, Inc. and Archipelago Holdings, Inc. in March 2006, and

(f)the addition of a requirement that if a vacancy is created on the board of directors of the Exchange, NYSE Market or NYSE Regulation, then the director chosen to fill such vacancy shall be a U.S. Person (defined below). The Combination will have no effect on the ability of any party to trade securities on NYSE Market. • Archipelago Holdings, Inc., a Delaware corporation (“Arca Holdings”), will remain a wholly owned subsidiary of NYSE Group. NYSE Arca Holdings, Inc., a Delaware corporation (“NYSE Arca Holdings”), and NYSE Arca L.L.C., a Delaware limited liability company (“NYSE Arca LLC”), will remain wholly owned subsidiaries of Arca Holdings. NYSE Arca will remain a wholly owned subsidiary of NYSE Arca Holdings and NYSE Arca Equities, a Delaware corporation formerly known as PCX Equities, Inc., will remain a wholly owned subsidiary of NYSE Arca. NYSE Arca will continue to maintain its status as a registered national securities exchange and self-regulatory organization. Arca Holdings' businesses and assets will continue to be held by it and its subsidiaries. As noted above, pursuant to a services agreement, NYSE Regulation will perform many of the regulatory functions of NYSE Arca. • There will be no change to the current manner of election or appointment of the directors and officers of Arca Holdings, NYSE Arca Holdings, NYSE Arca LLC, NYSE Arca or NYSE Arca Equities (or of the Euronext exchanges) as a result of the Combination. The Combination will have no effect on the ability of any party to trade securities on NYSE Arca or NYSE Arca Equities. Similarly, Euronext and its subsidiaries will continue to operate their business and operations in substantially the same manner as they are conducted currently, with any changes subject to the approval of the European Regulators to the extent required. A core aspect of the structure of the Combination is continued local regulation of the marketplaces. Accordingly, the Combination is premised on the notion that: • NYSE Group and its subsidiaries will continue to be regulated by the SEC (but will not be regulated by the European Regulators unless NYSE Group and its subsidiaries engage in activities in Europe within the jurisdiction of the European Regulators), and Euronext and its subsidiaries will continue to be regulated by the European Regulators (but will not be regulated by the SEC unless Euronext and its subsidiaries engage in activities in the United States within the jurisdiction of the SEC); • Companies listing their securities only on markets operated by Euronext and its subsidiaries will not become newly subject to U.S. laws or regulation by the SEC as a result of the Combination, and companies listing their securities only on the Exchange or NYSE Arca, will not become newly subject to European rules or regulation as a result of the Combination; • The Combination will not cause companies that currently trade only on a Euronext exchange and are not subject to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) to become subject to the Sarbanes-Oxley Act unless those companies decide to list their securities on the Exchange, NYSE Arca or another U.S. securities exchange or register the sale of their securities under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or register a class of securities under the Exchange Act 6 ; and 6 A company is subject to the Sarbanes-Oxley Act only if

(a)its securities are registered under Section 12 of the Exchange Act,

(b)the company is required to file reports under Section 15(d) of the Exchange Act or

(c)files or has filed a registration statement that has not yet become effective under the Securities Act, and such registration statement has not been withdrawn. *See* Section 2(a)(7) of the Sarbanes-Oxley Act. • “Members” and “member organizations” (each as defined in the rules of the Exchange) of the Exchange, “ETP Holders” and “Authorized Traders” of NYSE Arca Equities (each as defined in the Rules of NYSE Arca Equities), and “OTP Firms” and “OTP Holders” (each as defined in the Rules of NYSE Arca) of NYSE Arca trading only on markets operated by the Exchange or NYSE Arca will not become newly subject to European rules or regulations as a result of the Combination, and members of the markets operated by Euronext and its subsidiaries will not become newly subject to U.S. laws or regulation by the SEC as a result of the Combination. Purpose of the Combination The Combination will create a holding company, NYSE Euronext, under which the businesses of the NYSE Group and Euronext will be held. 7 The Exchange expects that, after the Combination, the combined company will have much greater flexibility and ability to respond to global competition. The combination of the businesses of the NYSE Group and Euronext under a single holding company also has the advantage of creating a diversified business model for the combined company. The Combination will leverage the best of NYSE Group's and Euronext's collective technology sourced in an efficient manner to realize expected synergies of the Combination. Corporate Structure NYSE Euronext Following the Combination, NYSE Euronext will be a for-profit, publicly traded stock corporation and will act as a holding company for the businesses of the NYSE Group and Euronext. NYSE Euronext will hold all of the equity interests in NYSE Group and its subsidiaries, including the Exchange and NYSE Arca, and a majority (if not all) of the equity interests in Euronext and its respective subsidiaries. NYSE Euronext common stock will be listed on both the Exchange, trading in U.S. dollars, and Euronext Paris, trading in euros. The NYSE Euronext group's U.S. headquarters will be in New York, New York, and its international headquarters will be in Paris, France and Amsterdam, The Netherlands. 7 The Combination, however, will not result in an actual combination of the various exchanges owned by NYSE Group and Euronext. NYSE Group owns two U.S. registered national securities exchanges: The Exchange and NYSE Arca, providing marketplaces where investors buy and sell listed companies' common stock and other securities as well as equity options and securities traded on the basis of unlisted trading privileges. NYSE Regulation regulates members and member organizations of the Exchange and ETP Holders and Authorized Traders of NYSE Arca Equities and OTP Firms and OTP Holders of NYSE Arca through the enforcement of exchange rules and U.S. federal securities laws. NYSE Regulation also reviews companies listed on the NYSE and NYSE Arca to ascertain their compliance with financial and corporate governance listing standards. Euronext owns a group of European exchanges, including trading operations on regulated and non-regulated markets for cash products in France, Belgium, The Netherlands, and Portugal and derivatives in the United Kingdom and in the four above-mentioned locations. As a result, the activities of the Euronext markets are or may be subject to the jurisdiction and authority of a number of European regulators, including the Dutch Minister of Finance, the French Minister of the Economy, the French Financial Market Authority (Autorité des Marchés Financiers), the Netherlands Authority for the Financial Markets (Autoriteit Financiele Markten), the Belgian Banking, Finance, and Insurance Commission (Commission Bancaire, Financière, et des Assurances), the French Committee of Credit Establishments and Investment Undertakings (Comité des Etablissements de Crédit et des Enterprises d'Investissement—CECEI), the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários—CMVM) and the U.K. Financial Services Authority

(FSA)(together with any other governmental securities regulator in any European country where NYSE Euronext or any European Market Subsidiary 8 operates a European Regulated Market and in each case only to the extent that it has authority and jurisdiction in the particular context, the “European Regulators”). 8 *See* proposed Amended and Restated NYSE Euronext Bylaws, Article VII, Section 7.3(D). NYSE Euronext Board of Directors It is currently contemplated that immediately after the Combination, the NYSE Euronext board of directors will consist of 22 directors as follows: • 11 directors will be the directors of NYSE Group as of immediately prior to the completion of the Combination (including the chief executive officer and chairman of the board of NYSE Group); • Nine directors will be members of the supervisory board of Euronext 9 as of immediately prior to the completion of the Combination (including the chairman of the Euronext supervisory board); provided that Euronext may substitute one or more such individuals from the supervisory board with persons who are European Persons as long as such newly designated person is reasonably acceptable to NYSE Group; 9 The supervisory board of a Dutch company is the functional equivalent of a board of directors of a U.S. company, but is not permitted to include members of management. • One director will be the chief executive officer of Euronext as of immediately prior to the completion of the Combination; and • The remaining director will be Sylvain Hefes, who is a European Person (as defined below) approved by both the NYSE Group board of directors and the Euronext supervisory board. The size of the NYSE Euronext board of directors may be changed by the NYSE Euronext board of directors pursuant to a resolution adopted by two-thirds of the directors then in office or a vote of not less than 80% of the votes entitled to be cast by the holders of the then-outstanding shares of capital stock of NYSE Euronext entitled to vote generally in the election of directors, voting together as a single class. The proposed Amended and Restated NYSE Euronext Bylaws will provide that the NYSE Euronext board of directors may be composed of either:

(1)An equal number of U.S. Persons and European Persons or

(2)the smallest possible majority of U.S. Persons and the largest possible minority of European Persons. Specifically, in any election of directors, the nominees whom shall be elected to the NYSE Euronext board of directors shall be nominees who receive the highest number of votes such that, immediately after such election,

(1)U.S. Persons as of such election shall constitute at least half of, and no more than the smallest number of directors that will constitute a majority of, the directors on the NYSE Euronext board of directors and

(2)European Persons as of such election shall constitute the remainder of the directors on the NYSE Euronext board of directors. 10 10 *See* proposed Amended and Restated NYSE Euronext Bylaws, Article III, Section 3.2(A). The initial NYSE Euronext board of directors will contain an equal number of U.S. Persons and European Persons, and this parity will be maintained unless the nominating and governance committee and the board of directors of NYSE Euronext, both equally composed of U.S. Persons and European Persons, decide otherwise or unless the Amended and Restated NYSE Euronext bylaws are amended by a supermajority vote. For purposes of the proposed Amended and Restated NYSE Euronext Bylaws: • A “European Person” shall mean, as of the date of his or her most recent election or appointment as a director, any person whose domicile as of such date is and for the immediately preceding twenty-four

(24)months shall have been a country in Europe; 11 11 *See* proposed Amended and Restated NYSE Euronext Bylaws, Article III, Section 3.2(A). • A “U.S. Person” shall mean, as of the date of his or her most recent election or appointment as a director any person whose domicile as of such date is and for the immediately preceding twenty-four

(24)months shall have been the United States; 12 and 12 *See* proposed Amended and Restated NYSE Euronext Bylaws, Article III, Section 3.2(A). • “Europe” shall mean:

(1)Any and all of the jurisdictions in which Euronext or any of its subsidiaries operates a European regulated market;

(2)any member state of the European Economic Area as of the Effective Time (as defined in the Combination Agreement) and any state that becomes a member of the European Economic Area after the Effective Time (as defined in the Combination Agreement); and

(3)Switzerland. 13 13 *See* proposed Amended and Restated NYSE Euronext Bylaws, Article VII, Section 7.3(F). The initial term of directors will end with the first annual stockholders meeting to be held by NYSE Euronext, at which meeting the existing directors of NYSE Euronext will be renominated as directors of NYSE Euronext. Thereafter, the directors will serve one-year terms. Nominees to the NYSE Euronext board of directors will be nominated by the nominating and governance committee of the NYSE Euronext board of directors, which committee shall be comprised of an equal number of European Persons and U.S. Persons. The proposed Amended and Restated NYSE Euronext Bylaws will also provide that either

(1)the chairman of the board shall be a U.S. Person and the chief executive officer shall be a European Person or

(2)the chairman of the board shall be a European Person and the chief executive officer shall be a U.S. Person. 14 Accordingly, the offices of the chairman and chief executive officer of NYSE Euronext may not be occupied simultaneously by the same person. The chief executive officer and deputy chief executive officer may be, but are not required to be, members of the board of directors of NYSE Euronext. A director may serve for any number of terms, consecutive or otherwise. Directors need not be stockholders of NYSE Euronext. 14 *See* proposed Amended and Restated NYSE Euronext Bylaws, Article III, Section 3.3. Under Section 3.4 of the proposed Amended and Restated NYSE Euronext Bylaws, all members of the NYSE Euronext board of directors (other than the chief executive officer and deputy chief executive officer of NYSE Euronext if they are members of the board of directors) must satisfy the independence requirements set forth in NYSE Euronext's director independence policy, as amended from time to time. 15 15 The chief executive officer and deputy chief executive officer, if they are members of the board of directors, will be recused from any act of the board of directors, whether it is acting as the board of directors or as a committee of the board, with respect to any act of any board committee that is required to be comprised solely of independent directors. *See* proposed Amended and Restated NYSE Euronext Bylaws, Article III, Section 3.4. To clarify and continue NYSE Group board's current practice of soliciting the input of NYSE Group management for certain board and committee matters, the Exchange proposes to use the word “acts” instead of the word “deliberations” and “acts” instead of the word “activities” (each of which are currently used in the Amended and Restated Bylaws of NYSE Group). This same clarification to board practice will also be made to the current Bylaws of NYSE Market and the current Amended and Restated Bylaws of NYSE Regulation. The independence policy of the NYSE Euronext board of directors will be substantially similar to the current SEC-approved independence policy of the NYSE Group board of directors, 16 except that: 16 *See* Securities Exchange Act Release No. 53382 (February 27, 2006), 71 FR 11251 (March 6, 2006). • The deputy chief executive officer, in addition to the chief executive officer, may serve as a director of NYSE Euronext; • With respect to broker-dealers that are not members of the Exchange or NYSE Arca, the independence policy only applies to broker-dealers registered under the Exchange Act or persons employed or affiliated with such broker-dealers, including European affiliates (but not purely non-U.S. broker-dealers); • The independence policy does not per se prohibit executive officers of Exchange-listed and NYSE Arca-listed companies that are “foreign private issuers” (as defined under Rule 3b-4 under the Exchange Act) from serving as independent directors of NYSE Euronext; and • There will be a transition period so that the independence requirements of the NYSE Euronext director independence policy will not apply to the European Persons on the NYSE Euronext board of directors until the annual meeting of NYSE Euronext stockholders in 2008. 17 17 Unlike the members of the NYSE Group board of directors, currently the Euronext supervisory board members are not subject to an independence policy similar to the proposed independence policy of NYSE Euronext. It is important that the former Euronext Supervisory Board members be permitted to serve on the initial Board of Directors of NYSE Euronext because of their depth of experience with the Euronext markets. The transition period is designed to allow for this. Any potential issues created by the transition period are expected to be mitigated by the fact that, upon the consummation of the Combination, half of anticipated the board of directors of NYSE Euronext will be composed of former NYSE Group directors, all of which qualify as independent under the NYSE Group Independence Policy. Specifically, under the director independence policy, each member of the NYSE Euronext board of directors, other than the chief executive officer and deputy chief executive officer of NYSE Euronext, will be required to be independent from

(1)NYSE Euronext and its subsidiaries (including NYSE Group, Euronext and their respective subsidiaries),

(2)any members or member organizations of the Exchange, NYSE Arca, or NYSE Arca Equities, 18

(3)any non-member broker-dealer that is registered under the Exchange Act and engages in business involving substantial direct contact with securities customers, and

(4)any issuer of securities listed on the Exchange or NYSE Arca, unless such issuer is a “foreign private issuer” as defined under Rule 3b-4 promulgated under the Exchange Act. 18 This would include members, allied members (each as defined in the Exchange Rules) and allied persons (as defined in the NYSE Arca and NYSE Arca Equities Rules), member organizations of the Exchange, OTP Firms and OTP Holders of NYSE Arca (each as defined in the Exchange Rules and the rules of NYSE Arca, respectively, as may be in effect from time to time) and ETP Holders of NYSE Arca Equities (as defined in the rules of NYSE Arca Equities, as may be in effect from time to time). In contrast to the current independence policy of NYSE Group, the independence policy of NYSE Euronext will not provide as a categorical matter that a person fails to be independent if he or she is an executive officer of a foreign private issuer of securities listed on the Exchange or NYSE Arca. The Exchange believes that this change is important because NYSE Euronext will be a multinational company, with European Persons comprising half of its initial directors, most of whom will initially be former directors of Euronext. Euronext does not prohibit executive officers of companies listed on Euronext exchanges from serving as directors of Euronext because Euronext does not (and NYSE Euronext will not) regulate these companies in the way that the Exchange regulates its listed companies. The Exchange therefore believes that a categorical requirement prohibiting all executive officers of foreign private issuers listed on the NYSE on NYSE Arca could preclude a large pool of otherwise highly qualified director candidates from serving on the NYSE Euronext board of directors and is not necessary. In addition, the director independence policy will contain a transition period so that the independence requirements will not apply to the European Persons on the NYSE Euronext board of directors until the annual meeting of NYSE Euronext stockholders in 2008. Finally, in contrast to the current independence policy of NYSE Group, the independence policy of NYSE Euronext will not provide as a categorical matter that a person fails to be independent if he or she is a director of an affiliate of a member organization (which includes member organizations of New York Stock Exchange LLC (as defined in paragraph

(b)of Rule 2 of New York Stock Exchange LLC), OTP Firms of NYSE Arca (as defined in Rules 1.1(r) of NYSE Arca) and ETP Holders of NYSE Arca Equities, Inc. (as defined in Rule 1.1(n) of NYSE Arca Equities, Inc.)). In addition, Rule 2B of the Exchange will be amended to clarify that, if a director of an affiliate of a member organization serves as a director of NYSE Euronext, this fact shall not cause such member organization to be an affiliate of the Exchange, or an affiliate of an affiliate of the Exchange. The independence policy of NYSE Euronext will require, however, that

(1)executive officers of foreign private issuers (including, for the avoidance of doubt, companies whose securities are listed on a Euronext exchange),

(2)executive officers of NYSE Euronext,

(3)any European Person on the NYSE Euronext board of directors who would not satisfy the independence requirements in the independence policy but for the transition period, and

(4)any director of an affiliate of a member organization, taken together, shall constitute no more than a minority of the total number of directors of NYSE Euronext. In addition, none of

(1)an executive officer of an issuer whose securities are listed on the Exchange or NYSE Arca (regardless of whether such issuer is a foreign private issuer),

(2)a European Person on the NYSE Euronext board of directors who would not satisfy the independence requirements in the independence policy but for the transition period, or

(3)any director of an affiliate of a member organization can qualify as an independent director of the Exchange, NYSE Market or NYSE Regulation. Consequently, the Exchange believes that the proposed changes, when taken together, do not present significant concerns regarding the independence of the board of NYSE Euronext. The Exchange proposes that each of the Amended and Restated Operating Agreement of the Exchange, the Amended and Restated Bylaws of NYSE Market and the Amended and Restated Bylaws of NYSE Regulation be amended so that each reference to the independence policy or requirements of NYSE Group shall be replaced with a reference to the independence policy or requirements of NYSE Euronext. Committees of NYSE Euronext Board of Directors After the Combination, the NYSE Euronext board of directors may create one or more committees. It is expected that, upon completion of the Combination, the NYSE Euronext board of directors will initially have the following three standing committees:

(1)An audit committee;

(2)a human resource and compensation committee; and

(3)a nominating and governance committee. These committees also will perform relevant functions for NYSE Group, the Exchange, NYSE Market, NYSE Regulation, Arca Holdings, NYSE Arca and NYSE Arca Equities, as well as other subsidiaries of NYSE Euronext, except that the board of directors of NYSE Regulation will continue to have its own compensation and nominating and governance committees. Each of the audit committee, nominating and governance committee and human resources and compensation committee of the NYSE Euronext board of directors will consist solely of directors meeting the independence requirements of NYSE Euronext. As a result, neither the chief executive officer nor the deputy chief executive officer of NYSE Euronext will be permitted to serve on any of these committees. The NYSE Euronext board of directors will review and adopt a charter for each of these committees annually. Immediately after the Combination, the nominating and governance committee of NYSE Euronext will be comprised of an equal number of persons who were directors of NYSE Group and directors of Euronext, in each case as of immediately prior to the Combination, and the Amended and Restated Bylaws of NYSE Euronext will provide that the nominating and governance committee will be comprised of an equal number of U.S. Persons and European Persons. NYSE Euronext Management NYSE Euronext will also have a management committee. As of the consummation of the Combination, the management committee will consist of fourteen members, with an equal number of members designated by NYSE Group and Euronext and will include the chief executive officer of NYSE Group and the chief executive officer of Euronext, in each case as of immediately prior to the Combination. The management committee will be primarily responsible for managing the strategic and high-level business and affairs of NYSE Euronext, subject to the oversight of the NYSE Euronext board of directors, and except as discussed below in relation to NYSE Regulation. The only members of the senior management team of NYSE Euronext who will also serve as directors of NYSE Euronext are the chief executive officer and deputy chief executive officer of NYSE Euronext. The chief executive officer of NYSE Regulation will attend as appropriate meetings of the board of directors of NYSE Euronext and each of NYSE Group, the Exchange, NYSE Market, NYSE Arca L.L.C., NYSE Arca or NYSE Arca Equities, and also will not be prohibited from meeting with management of NYSE Euronext and each of NYSE Group, the Exchange, NYSE Market, NYSE Arca L.L.C., NYSE Arca or NYSE Arca Equities. However, he or she will not be an officer or employee of any affiliated entity other than NYSE Regulation and will report solely to the NYSE Regulation board of directors. Voting and Ownership Limitations of NYSE Euronext Stock The proposed Amended and Restated NYSE Euronext Certificate of Incorporation will place certain restrictions on the ability to vote and own shares of common stock of NYSE Euronext. Under the proposed Amended and Restated Certificate of Incorporation of NYSE Euronext, no person (either alone or together with its related persons 19 ) will be entitled to vote or cause the voting of shares of stock of NYSE Euronext beneficially owned by such person or its related persons, in person or by proxy or through any voting agreement or other arrangement, to the extent that such shares represent in the aggregate more than 10% of the then outstanding votes entitled to be cast on such matter, and no person (either alone or together with its related persons) may acquire the ability to vote more than 10% of the then outstanding votes entitled to be cast on any such matter by virtue of agreements or arrangements entered into with other persons not to vote shares of NYSE Euronext's outstanding capital stock. NYSE Euronext shall disregard any such votes purported to be cast in excess of this limitation. 20 19 A “related person” means, with respect to any person,

(i)any “affiliate” of such person (as such term is defined in Rule 12b-2 under the Exchange Act);

(ii)any other person(s) with which such first person has any agreement, arrangement or understanding (whether or not in writing) to act together for the purpose of acquiring, voting, holding or disposing of shares of the stock of NYSE Euronext;

(iii)in the case of a person that is a company, corporation or similar entity, any executive officer (as defined under Rule 3b-7 under the Exchange Act) or director of such person and, in the case of a person that is a partnership or a limited liability company, any general partner, managing member or manager of such person, as applicable;

(iv)in the case of a person that is a “member organization” (as defined in the Exchange Rules), any “member” (as defined in the Exchange Rules) that is associated with such person (as determined using the definition of “person associated with a member” as defined under Section 3(a)(21) of the Exchange Act);

(v)in the case of a person that is an OTP Firm, any OTP Holder that is associated with such person (as determined using the definition of “person associated with a member” as defined under Section 3(a)(21) of the Exchange Act);

(vi)in the case of a person that is a natural person, any relative or spouse of such natural person, or any relative of such spouse who has the same home as such natural person or who is a director or officer of NYSE Euronext or any of its parents or subsidiaries;

(vii)in the case of a person that is an executive officer (as defined under Rule 3b-7 under the Exchange Act), or a director of a company, corporation or similar entity, such company, corporation, or entity, as applicable;

(viii)in the case of a person that is a general partner, managing member or manager of a partnership or limited liability company, such partnership or limited liability company, as applicable;

(ix)in the case of a person that is a “member” (as defined in the Exchange Rules), the “member organization” (as defined in the Exchange Rules) with which such person is associated (as determined using the definition of “person associated with a member” as defined under Section 3(a)(21) of the Exchange Act); and

(x)in the case of a person that is an OTP Holder, the OTP Firm with which such person is associated (as determined using the definition of “person associated with a member” as defined under Section 3(a)(21) of the Exchange Act). *See* proposed Amended and Restated NYSE Euronext Certificate of Incorporation, Article V, Section 1(L). 20 *See* proposed Amended and Restated NYSE Euronext Certificate of Incorporation, Article V, Section 1(A). In addition, under the proposed Amended and Restated NYSE Euronext Certificate of Incorporation, no person (either alone or together with its related persons) may at any time beneficially own shares of stock of NYSE Euronext representing in the aggregate more than 20% of the then outstanding votes entitled to be cast on any matter. 21 21 *See* proposed Amended and Restated NYSE Euronext Certificate of Incorporation, Article V, Section 2(A). In the event that a person, either alone or together with its related persons, beneficially owns shares of stock of NYSE Euronext in excess of the 20% threshold, such person and its related persons will be obligated to sell promptly, and NYSE Euronext will be obligated to purchase promptly, at a price equal to the par value of such shares of stock and to the extent that funds are legally available for such purchase, that number of shares necessary to reduce the ownership level of such person and its related persons to below the permitted threshold, after taking into account that such repurchased shares will become treasury shares and will no longer be deemed to be outstanding. 22 22 *See* proposed Amended and Restated NYSE Euronext Certificate of Incorporation, Article V, Section 2(D). The NYSE Euronext board of directors will have the right to waive the provisions regarding voting and ownership limits applicable to any person by a resolution expressly permitting this voting or ownership (which resolution must be filed with and approved by the SEC under Section 19 of the Exchange Act and filed with and approved by each European Regulator having appropriate jurisdiction and authority), subject to a determination by the NYSE Euronext board of directors that the exercise of such voting rights (or the entering into of a voting agreement) or ownership, as applicable: • Will not impair the ability of any of the Exchange, NYSE Market, NYSE Regulation, NYSE Arca L.L.C., NYSE Arca or NYSE Arca Equities (each, a “U.S. Regulated Subsidiary” and together, the U.S. Regulated Subsidiaries”), NYSE Euronext or NYSE Group (if and to the extent that NYSE Group continues to exist as a separate entity) to discharge their respective responsibilities under the Exchange Act and the rules and regulations thereunder; • Will not impair the ability of any of the European Market Subsidiaries or NYSE Euronext or Euronext (if and to the extent that Euronext continues to exist as a separate entity) to discharge their respective responsibilities under the European Exchange Regulations; 23 23 *See* proposed Amended and Restated NYSE Euronext Bylaws, Article VII, Section 7.3(B). “European Exchange Regulations” are defined as

(1)laws providing for the regulation of securities exchanges in France, the Netherlands, Belgium, Portugal and the United Kingdom and

(2)following the formation or acquisition by Euronext of any European Regulated Market not owned and operated by Euronext as of the Effective Time (as defined in the Combination Agreement), laws providing for the regulation of securities exchanges in the jurisdiction in which such European Regulated Market operates; provided that

(a)the formation or acquisition of such European Regulated Market shall have been approved by the Board of Directors of NYSE Euronext and

(b)the jurisdiction in which such European Regulated Market operates is represented in the Euronext College of Regulators. “European Market Subsidiary” (and collectively, the “European Market Subsidiaries”) shall mean any “market operator” (as defined by the European Directive on Markets in Financial Instruments 2004/39 EC) that is

(1)owned by Euronext as of the Effective Time (as defined in the Combination Agreement) and continues to be owned directly or indirectly by NYSE Euronext; or

(2)acquired by Euronext after the Effective Time (as defined in the Combination Agreement); provided that, in the case of clause (2), the acquisition of such entity shall have been approved by the Board of Directors of NYSE Euronext and the jurisdiction in which such European Market Subsidiary operates is represented in the Euronext College of Regulators. “Euronext College of Regulators” means

(1)the Committee of Chairmen of the French Financial Market Authority (Autorité des Marchés Financiers), the Netherlands Authority for the Financial Markets (Autoriteit Financiele Markten), the Belgian Banking, Finance, and Insurance Commission (Commission Bancaire, Financiére, et des Assurances), the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários—CMVM), and the U.K. Financial Services Authority (FSA), pursuant to the Memoranda of Understanding, dated March 3, 2003 and March 22, 2001, and

(2)a successor body thereto created to include a European Regulator that regulates a European Market Subsidiary. • Is otherwise in the best interest of NYSE Euronext, its stockholders, the U.S. Regulated Subsidiaries and the European Market Subsidiaries; and • Will not impair the SEC's ability to enforce the Exchange Act or the European Regulators' ability to enforce the European Exchange Regulations. In making these determinations, the NYSE Euronext board of directors may impose conditions and restrictions on the relevant stockholder or its related persons that it deems necessary, appropriate or desirable in furtherance of the objectives of the Exchange Act, European Exchange Regulations and its governance. Any such waiver would be tantamount to a proposed rule change subject to approval by the SEC, and if applicable, the European Regulators. However, the NYSE Euronext board of directors may not waive the voting and ownership limits above the 20% threshold for any person if such person or its related persons is: • For so long as NYSE Euronext directly or indirectly controls the Exchange or NYSE Market, a “member” or “member organization” (as defined in Exchange Rules); • For so long as NYSE Euronext directly or indirectly controls NYSE Arca, NYSE Arca Equities or any facility of NYSE Arca, an ETP Holder (as defined in the NYSE Arca Equities rules of NYSE Arca, as such rules may be in effect from time to time) of NYSE Arca Equities or an OTP Holder or an OTP Firm (each as defined in the rules of NYSE Arca, as such rules may be in effect from time to time) of NYSE Arca; or • Subject to any statutory disqualification (as defined in Section 3(a)(39) of the Exchange Act) (a “U.S. Disqualified Person”) or has been determined by a European Regulator to be in violation of laws or regulations adopted in accordance with the European Directive on Markets in Financial Instruments applicable to any European Market Subsidiary requiring such person to act fairly, honestly and professionally (a “European Disqualified Person”). The proposed Amended and Restated NYSE Euronext Certificate of Incorporation will also require any stockholder that the NYSE Euronext board of directors reasonably believes to be subject to the voting or ownership restrictions summarized above, and any person (either alone or together with its related persons) that at any time beneficially owns 5% or more of NYSE Euronext's outstanding capital stock (which ownership has not been reported to NYSE Euronext), to provide to NYSE Euronext, upon the request of the NYSE Euronext board of directors, complete information as to all shares of stock of NYSE Euronext beneficially owned by such person and its related persons, and any other factual matters relating to the applicability or effect of the voting and ownership limitations outlined above as may be reasonably requested of such person and its related persons. 24 24 *See* proposed Amended and Restated NYSE Euronext Certificate of Incorporation, Article V, Section 4. Protection of Self-Regulatory Functions and Oversight The proposed Amended and Restated NYSE Euronext Bylaws will contain several other provisions designed to protect the independence of the self-regulatory function of the U.S. Regulated Subsidiaries and the European Market Subsidiaries. The proposed Amended and Restated NYSE Euronext Bylaws require that, in discharging his or her responsibilities as a member of the board, each director of NYSE Euronext must, to the fullest extent permitted by applicable law, take into consideration the effect that NYSE Euronext's actions would have on the ability of the U.S. Regulated Subsidiaries to carry out their responsibilities under the Exchange Act, on the ability of the European Market Subsidiaries to carry out their responsibilities under the European Exchange Regulations as operators of European Regulated Markets, and on the ability of NYSE Group, the U.S. Regulated Subsidiaries and NYSE Euronext to: • Engage in conduct that fosters and does not interfere with the ability of NYSE Group, the U.S. Regulated Subsidiaries and NYSE Euronext to prevent fraudulent and manipulative acts and practices in the securities markets; • Promote just and equitable principles of trade in the securities markets; • Foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities; • Remove impediments to and perfect the mechanisms of a free and open market in securities and a U.S. national securities market system; and • In general, to protect investors and the public interest. 25 25 *See* proposed Amended and Restated NYSE Euronext Bylaws, Article III, Section 3.15. Moreover, the proposed Amended and Restated NYSE Euronext Bylaws provide that each director, officer, and employee of NYSE Euronext, in discharging his or her responsibilities in such capacity, shall

(1)comply with the U.S. federal securities laws, the European Exchange Regulations, and the respective rules and regulations thereunder;

(2)cooperate with the SEC and the European Regulators; and

(3)cooperate with the U.S. Regulated Subsidiaries and the European Market Subsidiaries pursuant to, and to the extent of, their regulatory authority. 26 26 *See* proposed Amended and Restated NYSE Euronext Bylaws, Article III, Section 3.15. The proposed Amended and Restated NYSE Euronext Bylaws provide that, to the fullest extent permitted by applicable law, all confidential information pertaining to

(1)the self-regulatory function of the Exchange, NYSE Market, NYSE Regulation, NYSE Arca and NYSE Arca Equities (including but not limited to disciplinary matters, trading data, trading practices and audit information) contained in the books and records of any of the U.S. Regulated Subsidiaries, and

(2)the self-regulatory function of the European Market Subsidiaries under the European Exchange Regulations as operator of a European Regulated Market (including but not limited to disciplinary matters, trading data, trading practices and audit information) contained in the books and records of the European Market Subsidiaries, that shall come into the possession of NYSE Euronext shall: • Not be made available to any persons other than to those officers, directors, employees and agents of NYSE Euronext that have a reasonable need to know the contents thereof; • Be retained in confidence by NYSE Euronext and its officers, directors, employees and agents; and • Not be used for any commercial purposes. 27 27 *See* proposed Amended and Restated NYSE Euronext Bylaws, Article VIII. Notwithstanding the foregoing, nothing in the Amended and Restated NYSE Euronext Bylaws shall be interpreted so as to limit or impede: • The rights of the European Regulators or any of the European Market Subsidiaries to have access to and examine such confidential information pursuant to European Exchange Regulations; • The rights of the SEC or any of the U.S. Regulated Subsidiaries to have access to and examine such confidential information pursuant to the U.S. federal securities laws and the rules and regulations thereunder; or • The ability of any officers, directors, employees or agents of NYSE Euronext to disclose such confidential information to the SEC or the U.S. Regulated Subsidiaries or the European Regulators or the European Market Subsidiaries. 28 28 *See* proposed Amended and Restated NYSE Euronext Bylaws, Article VIII. NYSE Euronext's books and records shall be subject at all times to inspection and copying by

(a)the SEC,

(b)each of the European Regulators,

(c)any U.S. Regulated Subsidiary and

(d)any European Market Subsidiary; provided that,

(1)in the case of (c), such books and records are related to the operation or administration of such U.S. Regulated Subsidiary or any other U.S. Regulated Subsidiary over which such U.S. Regulated Subsidiary has regulatory authority or oversight and

(2)in the case of (d), such books and records are related to the operation or administration of such European Market Subsidiary or any European Regulated Market over which such European Market Subsidiary has regulatory authority or oversight. NYSE Euronext's books and records related to U.S. Regulated Subsidiaries shall be maintained within the United States, and NYSE Euronext's books and records related to European Market Subsidiaries shall be maintained in the home jurisdiction of one or more of the European Market Subsidiaries. The proposed Amended and Restated NYSE Euronext Bylaws provide that, to the extent that any of NYSE Euronext's books and records relate to both U.S. Regulated Subsidiaries and European Market Subsidiaries (each such book and record, an “Overlapping Record”), NYSE Euronext shall be entitled to maintain such books and records in either the United States or the home jurisdiction of one or more of the European Market Subsidiaries. To facilitate compliance with the requirements of Rule 17a-1(b) under the Exchange Act, NYSE Euronext shall maintain in the United States originals or copies of Overlapping Records covered by Rule 17a-1(b) promptly after creation of such Overlapping Records. The proposed Amended and Restated NYSE Euronext Bylaws provide that, for so long as NYSE Euronext directly or indirectly controls any U.S. Regulated Subsidiary, the books, records, premises, officers, directors and employees of NYSE Euronext shall be deemed to be the books, records, premises, officers, directors and employees of the U.S. Regulated Subsidiaries for purposes of and subject to oversight pursuant to the Exchange Act, and for so long as NYSE Euronext directly or indirectly controls any European Market Subsidiary, the books, records, premises, officers, directors and employees of NYSE Euronext shall be deemed to be the books, records, premises, officers, directors and employees of such European Market Subsidiaries for purposes of and subject to oversight pursuant to the European Exchange Regulations. 29 29 *See* proposed Amended and Restated NYSE Euronext Bylaws, Article VIII. The proposed Amended and Restated NYSE Euronext Bylaws provide that NYSE Euronext shall comply with the U.S. federal securities laws and the rules and regulations thereunder, the European Exchange Regulations and the rules and regulations thereunder and shall cooperate with the SEC, the European Regulators, and the U.S. Regulated Subsidiaries pursuant to and to the extent of their respective regulatory authority, and shall take reasonable steps necessary to cause its agents to cooperate, with the SEC and the European Regulators and, where applicable, the U.S. Regulated Subsidiaries pursuant to their regulatory authority. 30 30 *See* proposed Amended and Restated NYSE Euronext Bylaws, Article IX. The proposed Amended and Restated NYSE Euronext Bylaws also provide that NYSE Euronext, its directors and officers, and those of its employees whose principal place of business and residence is outside of the United States shall be deemed to irrevocably submit to the jurisdiction of the U.S. federal courts and the SEC for the purposes of any suit, action or proceeding pursuant to the U.S. federal securities laws, and the rules and regulations thereunder, commenced or initiated by the SEC arising out of, or relating to, the activities of the U.S. Regulated Subsidiaries (and shall be deemed to agree that NYSE Euronext may serve as U.S. agent for purposes of service of process in such suit, action or proceeding). Further, NYSE Euronext, as well as each such director, officer or employee by virtue of acceptance of such position, shall be deemed to waive, and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claims that it or they are not personally subject to the jurisdiction of the SEC, that the suit, action or proceeding is an inconvenient forum or that the venue of the suit, action or proceeding is improper, or that the subject matter thereof may not be enforced in or by such courts or agency. 31 31 *See* proposed Amended and Restated NYSE Euronext Bylaws, Article VII, Section 7.1. The proposed Amended and Restated NYSE Euronext Bylaws also provide that NYSE Euronext, its directors, officers and employees shall be deemed to irrevocably submit to the jurisdiction of the European Regulators and to courts in the capital city of the country of each such regulator for the purposes of any suit, action or proceeding pursuant to the European Exchange Regulations and the rules and regulations thereunder, commenced or initiated by the European Regulators arising out of, or relating to, the activities of the European Market Subsidiaries. Further, NYSE Euronext, as well as each such director, officer or employee by virtue of acceptance of such position, shall be deemed to waive, and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claims that it or they are not personally subject to the jurisdiction of the European Regulators, that the suit, action or proceeding is an inconvenient forum or that the venue of the suit, action or proceeding is improper, or that the subject matter thereof may not be enforced in or by such courts or regulators. 32 32 *See* proposed Amended and Restated NYSE Euronext Bylaws, Article VII, Section 7.2. The proposed Amended and Restated NYSE Euronext Certificate of Incorporation and proposed Amended and Restated NYSE Euronext Bylaws provide that: • For so long as NYSE Euronext shall control, directly or indirectly, any of the U.S. Regulated Subsidiaries, before any amendment to or repeal of any provision of the Amended and Restated NYSE Euronext Certificate of Incorporation or Amended and Restated NYSE Euronext Bylaws shall be effective, such amendment or repeal shall be submitted to the boards of directors of the Exchange, NYSE Market, NYSE Regulation, NYSE Arca and NYSE Arca Equities, and if any or all of such boards of directors determines that the amendment or repeal must be filed with or filed with and approved by the SEC under Section 19 of the Exchange Act before such amendment or repeal may be effectuated, then such amendment or repeal shall not be effectuated until filed with or filed with and approved by the SEC; 33 and 33 *See* proposed Amended and Restated NYSE Euronext Certificate of Incorporation, Article X; proposed Amended and Restated NYSE Euronext Bylaws, Section 10.10(C). • For so long as NYSE Euronext shall control, directly or indirectly, any European Market Subsidiary, before any amendment to or repeal of any provision of the Amended and Restated NYSE Euronext Certificate of Incorporation or Amended and Restated NYSE Euronext Bylaws shall be effective, such amendment or repeal shall be submitted to the boards of directors of the European Market Subsidiaries and, if any or all of such boards of directors shall determine that such amendment or repeal must be filed with, or filed with and approved by, a European Regulator under European Exchange Regulations before such amendment or repeal may be effectuated, then such amendment or repeal shall not be effectuated until filed with, or filed with and approved by, the relevant European Regulator(s). In addition, the proposed Amended and Restated Bylaws of NYSE Euronext provides that NYSE Euronext, its directors, officers and employees shall give due regard to the preservation of the independence of the self-regulatory function of the U.S. Regulated Subsidiaries (to the extent of each U.S. Regulated Subsidiary's self-regulatory function) and to obligations to investors and the general public and shall not take any actions that would interfere with the effectuation of any decisions by the board of directors or managers of the U.S. Regulated Subsidiaries relating to their regulatory functions (including enforcement and disciplinary matters) or that would interfere with the ability of the U.S. Regulated Subsidiaries to carry out their respective responsibilities under the Exchange Act. 34 34 *See* proposed Amended and Restated NYSE Euronext Bylaws, Article IX, Section 9.4. Furthermore, the proposed Amended and Restated Bylaws of NYSE Euronext provide that NYSE Euronext, its directors, officers and employees shall give due regard to the preservation of the independence of the self-regulatory function of the European Market Subsidiaries (to the extent of each European Market Subsidiaries' self-regulatory function) and to its obligations to investors and the general public, and shall not take any actions that would interfere with the effectuation of any decisions by the board of directors or managers of the European Market Subsidiaries relating to their regulatory responsibilities (including enforcement and disciplinary matters) or that would interfere with the ability of the European Market Subsidiaries to carry out their respective regulatory responsibilities under the European Exchange Regulations. 35 35 *See* proposed Amended and Restated NYSE Euronext Bylaws, Article IX, Section 9.5. Under the proposed Amended and Restated NYSE Euronext Bylaws, NYSE Euronext shall take reasonable steps necessary to cause its officers, directors and employees, prior to accepting a position as an officer, director or employee, as applicable, of NYSE Euronext to consent in writing to the applicability to them of certain of these provisions with respect to their activities related to any U.S. Regulated Subsidiary. 36 36 *See* proposed Amended and Restated NYSE Euronext Bylaws, Article IX, Section 9.3. The proposed Amended and Restated NYSE Euronext Bylaws require the affirmative vote of at least two-thirds of the directors then in office for

(a)the consummation of any Extraordinary Transaction (as defined below), or

(b)the execution by NYSE Euronext or any of its subsidiaries of a definitive agreement providing for an Extraordinary Transaction. An “Extraordinary Transaction” shall mean any of the following:

(i)The direct or indirect acquisition, sale or disposition by NYSE Euronext or any of its subsidiaries of assets or equity securities where the consideration received in respect of such assets or equity securities has a fair market value, measured as of the date of the execution of the definitive agreement providing for such acquisition, sale or disposition (or, if no definitive agreement is executed for such acquisition, sale or disposition, the date of the consummation of such acquisition, sale or disposition), in excess of 30% of the aggregate equity market capitalization of NYSE Euronext as of such date;

(ii)a merger or consolidation of the NYSE Euronext or any of its subsidiaries with any entity with an aggregate equity market capitalization (or, if such entity's equity securities shall not be traded on a national securities exchange, with a fair market value of assets), measured as of the date of the execution of the definitive agreement providing for such merger or consolidation (or, if no definitive agreement is executed for such merger or consolidation, the date of the consummation of such merger or consolidation), in excess of 30% of the aggregate equity market capitalization of NYSE Euronext as of such date; or

(iii)any direct or indirect acquisition by NYSE Euronext or any of its subsidiaries of assets or equity securities of an entity whose principal place of business is outside of the United States and Europe, or any merger or consolidation of NYSE Euronext or any of its subsidiaries with an entity whose principal place of business is outside of the United States and Europe, pursuant to which NYSE Euronext has agreed that one or more directors of the board of directors of NYSE Euronext shall be a person who is neither a U.S. Person nor a European Person as of the most recent election of directors. 37 37 *See* proposed Amended and Restated NYSE Euronext Bylaws, Section 10.9. Section 10.9 also provides that none of the transactions contemplated by the Combination Agreement, including the Combination, shall constitute an Extraordinary Transaction. The NYSE Group does not currently, nor after the Combination will it or NYSE Euronext, own or control any of the member organizations of the Exchange. To the extent that a member organization is the owner of NYSE Euronext common stock, the ownership limitations described above are intended to deal with the issues that might otherwise be presented. However, the Exchange understands that the SEC is also concerned about potential unfair competition and conflicts of interest between a U.S. exchange's self-regulatory obligations and its commercial interests that could exist if such exchange were to become affiliated with one of its members, as well as the potential for unfair competitive advantage that the affiliated member could have by virtue of informational or operational advantages, or the ability to receive preferential treatment. 38 The Exchange acknowledges that ownership of, or a control relationship with, a member organization by NYSE Euronext or any of its subsidiaries would necessitate that the foregoing concerns be first addressed with, and to the satisfaction of, the SEC 39 and/or, as appropriate, the European Regulators. 38 *See* Securities Exchange Act Release Nos. 52497 (September 22, 2005), 70 FR 56949 (September 29, 2005) (File No. SR-PCX-2005-90) and 53382 (February 27, 2006), 71 FR 11251 (March 6, 2006) (File No. SR-NYSE-2005-77). 39 *See* proposed Exchange Rule 2(B). We note that the SEC has specifically approved the ownership and operation of the outbound router function of Archipelago Securities by Archipelago, subject to the conditions specified in Securities Exchange Act Release No. 52497. *See id.* Delaware Trust and Dutch Foundation Generally NYSE Euronext will operate several regulated entities located in the United States and in various jurisdictions in Europe. In connection with obtaining regulatory approval of the Combination, NYSE Euronext intends to implement certain special arrangements consisting of two standby structures, one involving a Dutch foundation (stichting) and one involving a Delaware trust. The Dutch foundation will be empowered to take actions to mitigate the effects of any material adverse change in U.S. law that has an “extraterritorial” impact on non-U.S. issuers listed on Euronext markets, non-U.S. financial services firms that are members of Euronext markets or holders of exchange licenses with respect to the Euronext markets. The Delaware trust will be empowered to take actions to mitigate the effects of any material adverse change in European law that has an “extraterritorial” impact on the non-European issuers listed on NYSE Group securities exchanges, non-European financial services firms that are members of any NYSE Group securities market or holders of exchange licenses with respect to the NYSE Group securities exchanges. Administration of the Dutch Foundation and of the Delaware Trust The Dutch foundation will be administered by a board of three directors, and the Delaware trust will be administered by a board of three trustees. Each director will be required to be of high repute and to have experience and expertise in the securities industry, regulation and/or corporate governance and satisfy the independence requirements applicable to the board of directors of New York Stock Exchange LLC. Terms of appointment for the directors of each of the foundation and the trust will be three years for the first three terms with one-year terms thereafter, with no limit on the total number of terms a director may serve. The initial directors of the Delaware trust and the Dutch foundation will be selected jointly by NYSE Group and Euronext prior to the Combination, with successor members to be selected by the nominating and governance committee of the NYSE Euronext board of directors. Persons nominated by the nominating and governance committee of the NYSE Euronext board of directors to serve on the board of the Dutch foundation must be approved by the Chairs Committee of the College of Euronext Regulators and must pass any “fit and proper” test under applicable European laws or regulations. Persons nominated by the nominating and governance committee of the NYSE Euronext board of directors to serve on the board of the Delaware trust must not be unacceptable to the Staff of the SEC and must not be subject to any statutory disqualification (as defined in Section 3(a)(39) of the Exchange Act). Directors of the Dutch foundation and the Delaware trust may only be removed for cause by the nominating and governance committee of the NYSE Euronext board of directors; provided, however, that NYSE Euronext shall provide prior written notice of such removal to the College of Euronext Regulators (in the case of a foundation director) and to the Director of the Division of Market Regulation of the SEC (in the case of a trustee). Actions of the Dutch foundation and the Delaware trust will require majority approval of the members of the relevant board of directors, following reasonable consultation and good-faith cooperation with NYSE Euronext. In: • Determining whether a material adverse change of law (as described below) has occurred or is continuing (including for purposes of determining when a remedy must be unwound as described below); • Deciding upon the exercise of the remedies as described below; and • In exercising its rights and powers during the pendency of a material adverse change of law; The duty of the Dutch foundation and its board of directors and the Delaware trust and its trustees shall be to act in the public interests of the markets operated by Euronext and NYSE Group, respectively, and their respective subsidiaries if and only to the extent necessary to avoid or eliminate a material adverse change of law. In all other circumstances, the duty of the Dutch foundation and its board and the Delaware trust and its trustees shall be to act in the best interests of NYSE Euronext; in the event of any conflict between the duties of the Dutch foundation and its board of directors and/or the Delaware trust and its trustees to act in any of the circumstances referred to in three bulleted items of the preceding sentence, on the one hand, and the duties of the Dutch foundation and its board of directors and/or the Delaware trust and its trustees in any other circumstances referred to in the preceding sentence, on the other hand, the former shall prevail. Material Adverse Change in Law With respect to Euronext and the Dutch foundation, a material adverse change in law means:

(1)The enactment of a new U.S. law (including the enactment of a new law that amends an existing law and including the enactment or adoption of regulations implementing any such new law or, if applicable, regulations amending or replacing regulations implementing any such existing or new law) or

(2)a change of interpretation of any such existing or new laws or regulations by a competent U.S. regulatory authority or a U.S. court of competent jurisdiction pursuant to an order or judgment that is final, binding and not subject to appeal, in each case having a material adverse effect (including as may result from an increase in the regulatory burden that may occur as a result of such law) on: • A substantial proportion of the non-U.S. issuers listed on a Euronext market or all of the non-U.S. issuers listed on a Euronext market belonging to a single industry sector, in each case solely because: • The securities of such non-U.S. issuers are listed on such Euronext market; and • Such Euronext market is owned directly or indirectly by NYSE Euronext (it being understood that if non-U.S. issuers can avoid such material adverse effect by complying with Rule 12g3-2(b) under the Exchange Act, in its form as of the date of the completion of the Combination, or a provision not materially more burdensome, then such U.S. laws shall not be deemed to have a material adverse effect on non-U.S. issuers); • A substantial proportion of the non-U.S. financial services firms of any Euronext market solely because: • Such non-U.S. financial services firms are members of such Euronext market (and such firm is not a member of, and does not do business on, a NYSE Group securities exchange or other U.S. market); and • Such Euronext market is owned directly or indirectly by NYSE Euronext; or • To the extent that the object of such new law is to regulate the market operating rules, listing standards, or member financial services firm rules for such firms that are not members of, and do not do business on, a NYSE Group securities exchange or other U.S. market, any holder of an exchange license for a Euronext market in a manner that has a material adverse effect on such market solely because: • Such holder operates a Euronext market; and • Such Euronext market is owned directly or indirectly by NYSE Euronext. With respect to the Delaware trust and any NYSE Group securities exchange, a material adverse change in law means:

(1)The enactment of a new European law (including the enactment of a new law that amends an existing law and including the enactment or adoption of regulations implementing any such new law or, if applicable, regulations amending or replacing regulations implementing any such existing or new law) or

(2)a change of interpretation of any such existing or new laws or regulations by a competent European regulatory authority or a European court of competent jurisdiction pursuant to an order or judgment that is final, binding and not subject to appeal, in each case having a material adverse effect (including as may result from an increase in the regulatory burden that may occur as a result of such law) on: • A substantial proportion of the non-European issuers listed on a NYSE Group securities exchange or all of the non-European issuers listed on a NYSE Group securities exchange belonging to a single industry sector, in each case solely because: • The securities of such non-European issuers are listed on such NYSE Group securities exchange; and • Such NYSE Group securities exchange is owned directly or indirectly by NYSE Euronext; • A substantial proportion of the non-European financial services firms of any NYSE Group securities exchange solely because: • Such non-European financial services firms are members of such NYSE Group securities exchange (and such firm is not a member of, and does not do business on, a Euronext market or other European securities market); and • Such NYSE Group securities exchange is owned directly or indirectly by NYSE Euronext; or • To the extent the object of such law is to regulate the market operating rules, listing standards, or member financial services firm rules for such firms that are not members of, and do not do business on, a Euronext market or other regulated market within Europe, such NYSE Group securities exchange in a manner that has a material adverse effect on such NYSE Group securities exchange solely because: • Such entity is a NYSE Group securities exchange; and • Such NYSE Group securities exchange is owned directly or indirectly by NYSE Euronext. However, in either case, a material adverse change of law shall not be deemed to have occurred with respect to any U.S. or European law, as applicable, if such law is not (and for so long as it is not) effective, enforceable or applicable by reason of any permanent or temporary injunction, order or other administrative relief, or that is not self-effectuating in the absence of implementing regulations that have not yet been adopted. For purposes of determining whether a material adverse change of law has occurred: • A “non-U.S. issuer” is any legal entity

(1)incorporated or established in a jurisdiction outside of the United States that has securities listed on a Euronext market;

(2)that does not have any securities listed on any U.S. securities exchange and is not otherwise required to be have any of its securities registered under the Exchange Act; and

(3)that has not offered (within the meaning of the Securities Act) any securities to the public in the United States or filed a registration statement with the SEC under the Securities Act; • A “non-U.S. financial services firm” is any legal entity

(1)incorporated or established in a jurisdiction outside of the United States that is a member of a Euronext market and is not a member of any market, securities exchange or securities association in the United States;

(2)that is not required to be registered under the Exchange Act;

(3)that does not have any securities listed on any U.S. securities exchange and is not otherwise required to have any of its securities registered under the Exchange Act;

(4)that has not offered (within the meaning of the Securities Act) any securities in the United States and has not filed a registration statement with the SEC under the Securities Act;

(5)that does not engage in business in the United States; and

(6)that is not a member of the National Association of Securities Dealers; • A “non-European issuer” is any legal entity

(1)incorporated or established in a jurisdiction outside of Europe that has securities listed on a NYSE Group securities exchange;

(2)that does not have any securities listed on a regulated market in Europe and, to the extent that the concept of securities registration exists under any European exchange regulation, is not otherwise required to have any of its securities registered under such European exchange regulation; and

(3)that has not offered any securities in Europe or, to the extent that the concept of securities registration exists under any European exchange regulation, filed a registration statement to register shares with European regulators under any European exchange regulation; • A “non-European financial services firm” is any legal entity

(1)incorporated or established in a jurisdiction outside of Europe that is a member of a NYSE Group securities exchange and is not a member of any regulated market in Europe;

(2)that is not required to be registered under any European exchange regulation (to the extent that the concept of registration exists under any European exchange regulation);

(3)does not have any securities listed on any regulated market in Europe and, to the extent that the concept of securities registration exists under any European exchange regulation, is not otherwise required to have any of its securities registered under such European exchange regulation; and

(4)that has not offered (within the meaning of the European exchange regulations) any securities in any jurisdiction in Europe and, to the extent that the concept of securities registration exists under any European exchange regulation, has not filed a registration statement with any European regulator under European exchange regulation; and • “Europe” means

(1)any and all of the jurisdictions in which Euronext or any of its subsidiaries operates a European regulated market;

(2)any member state of the European Economic Area as of the effective time of the Combination and any state that becomes a member of the European Economic Area after the effective time of the Combination; and

(3)Switzerland (with “European” having a correlative meaning). Remedies of the Dutch Foundation and Delaware Trust If a material adverse change in law occurs with respect to a Euronext market or a NYSE Group securities exchange (the “affected subsidiary”) and shall continue after the cure periods specified below, the board of trustees of the Delaware trust (in the case where the affected subsidiary is a NYSE Group securities exchange) or the board of directors of the Dutch foundation (in the case where the affected subsidiary operates a Euronext market), as applicable, may exercise the following remedies following prior notice to, and, if required under then applicable laws, prior approval by, the European regulators having jurisdiction over Euronext or its regulated subsidiaries or the SEC, as applicable: • After a cure period of six months, the delivery of confidential or public and non-binding or binding advice to NYSE Group (in the case where the affected subsidiary is a NYSE Group securities exchange) or Euronext (in the case where the affected subsidiary operates a Euronext market) and NYSE Euronext with respect to the affected subsidiary relating to decisions regarding

(1)changes to the rules of the relevant securities exchange or market,

(2)decisions to enter into (or not enter into) or alter the terms of listing agreements of the relevant securities exchange or market,

(3)decisions to enter into (or not enter into) or alter the terms of contractual arrangements with any non-European or non-U.S., respectively, financial services firms in relation to the U.S. or European market, respectively,

(4)changes in information and communications technologies for the relevant markets or securities exchanges,

(5)changes in clearing and settlement for the relevant market or securities exchanges, as applicable and

(6)in the case of the Dutch foundation, decisions to eliminate or impair the existence or continuation of a European market ((1) through (6), together the “Assumed Matters”); • After a cure period of six months, the assumption of management responsibilities of NYSE Group (in the case where the affected subsidiary is a NYSE Group securities exchange) or Euronext (in the case where the affected subsidiary operates a Euronext market) or its affected subsidiary with respect to some or all of the Assumed Matters; • After a cure period of six months, the exercise of a call option over priority shares issued by NYSE Group (in the case where the affected subsidiary operates a NYSE Group securities exchange) or Euronext (in the case where the affected subsidiary operates a Euronext market) or its affected subsidiary, which priority shares will carry no or a limited economic right or interest and the right to vote on, make proposals with respect to and impose consent requirements to approve actions in relation to, the Assumed Matters; and • After a cure period of nine months, the exercise of a call option over the common stock or voting securities of NYSE Group (in the case where the affected subsidiary is a NYSE Group securities exchange) or the ordinary shares or voting securities of Euronext (in the case where the affected subsidiary operates a Euronext market) or its affected subsidiary, in each case, with such common stock, ordinary shares or voting securities being the minimum number necessary, in the reasonable opinion of the trustees of the Delaware trust or the board of directors of the Dutch foundation, as the case may be, to cause all affected subsidiaries to cease to be subject to a material adverse change of law. Furthermore, subject to any required approval by the European regulators having jurisdiction over Euronext or its regulated subsidiaries or the SEC (as applicable), the Dutch foundation or the Delaware trust shall be entitled to give confidential non-binding advice to NYSE Euronext at any time before the end of the above-mentioned cure period and NYSE Euronext shall be entitled, in its sole discretion, to implement any remedy at any time before the end of such cure period. Any of the above remedies may be imposed only if and to the extent that such remedy

(1)causes all affected subsidiaries to cease to be subject to a material adverse change of U.S. law or European law, as the case may be; and

(2)is the remedy available that causes the least intrusion on the conduct of the business and operations of NYSE Euronext and Euronext or NYSE Group, as the case may be, and their respective subsidiaries, including the affected subsidiaries, by their respective governing bodies. In determining whether a remedy satisfies the condition in clause

(2)of the prior sentence: • Negative control by the Dutch foundation or Delaware trust, as the case may be, shall be preferred over affirmative control by the Dutch foundation or Delaware trust; • Authority of the Dutch foundation or Delaware trust, as the case may be, shall be asserted over the fewest and most narrow decisions of NYSE Euronext and its subsidiaries; and • A remedy covering fewer entities and subsidiary entities shall be preferred over a remedy covering more entities and parent entities; • The call option over the priority shares shall be viewed as a remedy of last resort among the remedies that are available after the six-month cure period; and • The call option over the common stock, ordinary shares and voting securities shall be viewed as a remedy of last resort among all remedies. In addition, prior to the exercise of a call option, the board of directors of the Dutch foundation or the board of trustees of the Delaware trust, as applicable, must first: • Determine that no other remedy can cause all of the affected subsidiaries to cease to be subject to a material adverse change of law; • Consult with the NYSE Euronext board of directors; and • In the case of a material adverse change in law with respect to a Euronext market, consult with the Euronext supervisory and managing boards and the applicable European regulators with authority over the affected exchange to consider the solutions available to address the situation that has arisen and would trigger the right of the Dutch foundation to exercise the remedies described above, taking into account any possible adverse consequences for NYSE Euronext or Euronext in terms of taxation or accounting treatment; and • In the case of a material adverse change in law with respect to a NYSE Group securities exchange, consult with the NYSE Group board of directors and the SEC to consider the solutions available to address the situation that has arisen and would trigger the right of the Delaware trust to exercise of the remedies described above, taking into account any possible adverse consequences for NYSE Euronext or NYSE Group in terms of taxation or accounting treatment; in each case, acting in the best interest of NYSE Euronext. In the event a call option is exercised, the Dutch foundation or the Delaware trust, as applicable, will issue to NYSE Euronext certificates representing the economic rights of any shares acquired pursuant to such option exercise. Unwinding of Remedies If and when any of the conditions of a material adverse change of law cease, any and all remedies shall be immediately unwound. Additionally, NYSE Euronext shall have the right, at any time and regardless of whether a change of law continues to be a material adverse change of law, to request and cause the unwinding of any remedy for the purpose of and to the extent necessary to effect a divesture or spin-off of all or part of its interest in NYSE Group or NYSE Euronext, as applicable, or any subsidiary of NYSE Euronext operating an exchange that is affected by a material adverse change of law, as the case may be. Consequences of the Exercise of Remedies The exercise of the remedies may trigger a total or partial loss by NYSE Euronext of operating control over some of its regulated markets or securities exchanges. For example, if the Dutch foundation were to deliver binding advice with respect to an affected subsidiary of Euronext, or were to assume management responsibilities with respect to the affected subsidiary, NYSE Euronext and its management may lose control of key decisions regarding the operation of such affected subsidiary. In addition, the Dutch foundation or the Delaware trust may require that NYSE Euronext transfer control over a substantial portion of its business and assets to the direction of the foundation or trust. Automatic Suspension and Repeal of Certain Provisions in the NYSE Euronext Organizational Documents Immediately following the exercise of a call option over a substantial portion of Euronext's business (a “Euronext call option”), and for so long as the Dutch foundation shall continue to hold any priority shares or ordinary shares of Euronext, or the voting securities of one or subsidiaries of Euronext that, taken together, represent a substantial portion of Euronext's business, then the following provisions of the proposed Amended and Restated NYSE Euronext Bylaws shall be suspended: • The requirement that European Persons are represented in a certain proportion on the NYSE Euronext board of directors and the nominating and governance committee of the NYSE Euronext board of directors; • The requirement of supermajority board or shareholder approval for certain extraordinary transactions; • The provisions granting jurisdiction to European regulators over certain actions of NYSE Euronext and the NYSE Euronext board of directors; and • References to European regulators, European market subsidiaries and European disqualified persons appearing in the NYSE Euronext bylaws. In addition, if: • After a period of six months following the exercise of a Euronext call option, the Dutch foundation shall continue to hold any ordinary shares of Euronext or of one or more subsidiaries of Euronext that, taken together, represent a substantial portion of Euronext's business; • After a period of six months following the exercise of a Euronext call option, the Dutch foundation shall continue to hold any priority shares of Euronext or priority shares or similar voting securities of one or more subsidiaries of Euronext that, taken together, represent a substantial portion of Euronext's business (provided that, in this case, the NYSE Euronext board of directors has approved of such revocation); or • At any time, NYSE Euronext no longer holds a direct or indirect controlling interest in Euronext or in one or more subsidiaries of Euronext that, taken together, represent a substantial portion of Euronext's business; then, the following provisions shall be revoked: • The provisions of the proposed Amended and Restated NYSE Euronext Bylaws noted above that were subject to suspension; • The references in the proposed Amended and Restated NYSE Euronext Certificate of Incorporation and Bylaws to European regulators, European exchange regulations, European market subsidiaries, European regulated markets, Europe and European disqualified persons; • The provisions in the proposed Amended and Restated NYSE Euronext Certificate of Incorporation and Bylaws requiring that amendments to such certificate of incorporation or bylaws be submitted to the European market subsidiaries and, if applicable, filed with and approved by a European regulator; and • The provisions in the proposed Amended and Restated NYSE Euronext Bylaws requiring approval of either two-thirds or more of the NYSE Euronext directors or 80% of the votes entitled to be cast by the holders of the then-outstanding shares of capital stock of NYSE Euronext entitled to vote generally in the election of directors to amend certain bylaw provisions. In addition, any officer or director of NYSE Euronext who is a European Person shall resign or be removed from his or her office. Transfer of Foundation and Trust Property In no event shall the Dutch foundation or the Delaware trust sell, transfer, convey, assign, dispose, pledge (or agree to sell, transfer, convey, assign, dispose or pledge) any property of the foundation or trust, respectively, except pursuant to

(1)the unwinding of the remedies (as described above) or

(2)in circumstances permitted by the goveranance and option agreement (in the case of the Dutch foundation) or the trust agreement (in the case of the Delaware trust), pursuant to written instructions from NYSE Euronext approved by the board of directors of NYSE Euronext. In addition to the foregoing, any transfer, conveyance, assignment, disposition or pledge by the Trust or any Trustee of any equity interest in, or all or substantially all of the assets of, the Exchange, NYSE Market, Inc., NYSE Regulation, Inc., NYSE Arca, L.L.C., NYSE Arca or NYSE Arca Equities, Inc. (other than any such transfer or disposition to NYSE Euronext or its subsidiaries pursuant to the unwinding of remedies) shall not be effected until filed with the SEC under Section 19 of the Exchange Act. Submission to Jurisdiction The proposed trust agreement for the Delaware trust provides that the Delaware trust, the trustees and the officers and employees of the Delaware trust whose principal place of business and residence is outside of the United States shall be deemed to irrevocably submit to the jurisdiction of the U.S. federal courts and the SEC for the purposes of any suit, action or proceeding pursuant to the U.S. federal securities laws and the rules and regulations thereunder, commenced or initiated by the SEC arising out of, or relating to, the activities of the U.S. Regulated Subsidiaries (and shall be deemed to agree that the Delaware trust may serve as the U.S. agent for purposes of service of process in such suit, action or proceeding). Further, the Delaware trust and each such trustee, officer or employee of the Delaware trust, by virtue of his or her acceptance of any such position, shall be deemed to waive, and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claims that it or they are not personally subject to the jurisdiction of the SEC, that such suit, action or proceeding is an inconvenient forum or that the venue of such suit, action or proceeding is improper, or that the venue of such suit, action or proceeding is improper, or that the subject matter thereof may not be enforced in or by such courts or agency. The governance and option agreement for the Dutch foundation will provide that the Dutch foundation, its directors, officers and employees shall be deemed to irrevocably submit to the jurisdiction of the European Regulators and to courts in the capital city of the country of each such regulator for the purposes of any suit, action or proceeding pursuant to the European Exchange Regulations and the rules and regulations thereunder, commenced or initiated by the European Regulators arising out of, or relating to, the activities of the European Market Subsidiaries. Further, the Trust, as well as each such director, officer or employee by virtue of acceptance of such position, shall be deemed to waive, and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claims that it or they are not personally subject to the jurisdiction of the European Regulators, that the suit, action or proceeding is an inconvenient forum or that the venue of the suit, action or proceeding is improper, or that the subject matter thereof may not be enforced in or by such courts or regulators. Other Duties In discharging his or her responsibilities as a trustee of the Delaware trust, the trustees shall

(a)comply with the U.S. federal securities laws and the rules and regulations thereunder,

(b)cooperate with the SEC and

(c)cooperate with the U.S. Regulated Subsidiaries pursuant to, and to the extent of, their regulatory authority. In addition, the Delaware trust shall comply with the U.S. federal securities laws and the rules and regulations thereunder and shall cooperate with the SEC and the U.S. Regulated Subsidiaries pursuant to and to the extent of their respective regulatory authority, and shall take reasonable steps necessary to cause its agents to cooperate, with the SEC and, where applicable, the U.S. Regulated Subsidiaries pursuant to their regulatory authority. Initiatives by the Board of Trustees of the Delaware Trust and the Board of Directors of the Foundation The board of the trustees of the Delaware trust shall be entitled to, and the SEC shall be entitled to request the board of trustees of the Delaware trust to, provide advice to and consult with NYSE Euronext, NYSE Group, the SEC and any other relevant persons or bodies regarding European Advocacy Actions (as defined below), and the Delaware trust and the board of trustees of the Delaware Trust shall be entitled to take European Advocacy Actions, to prevent a new European law or legislative proposal from becoming a material adverse change of European law, both before and after the enactment of the relevant new European law or proposal. “European Advocacy Actions” shall consist of one or more of the following: articles, opinion letters, advertising, press releases and lobbying efforts (including those directed at any European legislative or executive body, any European Regulator or other European governmental authority or those directed at the general public). The board of directors of the Dutch foundation shall be entitled to, and the European Regulators shall be entitled to request the board of directors of the Dutch foundation to, provide advice to and consult with NYSE Euronext, Euronext, the European Regulators and any other relevant persons or bodies regarding U.S. Advocacy Actions (as defined below), and the Dutch foundation and the board of directors of the Dutch foundation shall be entitled to take U.S. Advocacy Actions, to prevent a new U.S. law or legislative proposal from becoming a material adverse change of U.S. law, both before and after the enactment of the relevant new U.S. law or proposal. “U.S. Advocacy Actions” shall consist of one or more of the following: articles, opinion letters, advertising, press releases and lobbying efforts (including those directed at any U.S. legislative or executive body, the SEC, or other U.S. governmental authority or those directed at the general public). Duration of the Dutch Foundation and Term of the Delaware Trust With respect to the Dutch foundation, the arrangements described above will be memorialized in a governance and option agreement between, among others, NYSE Euronext, Euronext and the foundation and the articles of incorporation of the foundation. The initial term of the governance and option agreement and the Delaware trust will be ten years from the date of the completion of the Combination, renewable for successive one-year terms at the request of board of the foundation or the Euronext College of Regulators, in the case of the Dutch foundation, or the board of trustees of the trust or the Chairman of the SEC, in the case of the Delaware trust; provided, however, that any extension that would cause the term of the governance and option agreement or the Delaware trust to continue past the 20th anniversary of the date of the completion of the Combination shall require the prior written consent of NYSE Euronext. Notwithstanding anything to the contrary, NYSE Euronext shall be obligated to provide its consent to continue the term of the governance and option agreement and the Delaware trust, and the governance and option agreement and the trust agreement and the rights, powers and remedies set forth therein shall remain in full force unless and until terminated, amended or novated by the parties thereto with the prior written approval of the Euronext College of Regulators (in the case of the governance and option agreement) and the SEC (in the case of the Delaware trust). If NYSE Euronext does not provide its prior written consent to the extension of the term of the governance and option agreement or the Delaware trust, NYSE Euronext must provide written notice to the Euronext College of Regulators (in the case of the governance and option agreement) and the Chairman of the SEC (in the case of the Delaware trust) at least one year prior to the scheduled expiration of the agreement or trust, and following a request of the Euronext College of Regulators or the Chairman of the SEC, respectively, NYSE Euronext and Euronext or NYSE Group, as the case may be, will review and discuss the possibility of renewing the governance and option agreement or the Delaware trust, as applicable, or adopting alternatives based on the then existing facts and circumstances. NYSE Group Waiver of Ownership and Voting Limitations The Amended and Restated Certificate of Incorporation of NYSE Group was approved by the SEC on February 27, 2006 in connection with the business combination of the New York Stock Exchange, Inc. and Arca Holdings. 40 In order to ensure that the ownership of NYSE Group by the public will not unduly interfere with or restrict the ability of the SEC or the Exchange to effectively carry out their regulatory oversight responsibilities under the Exchange Act and generally to enable the Exchange to operate in a manner that complies with the U.S. federal securities laws, including furthering the objectives of Section 6(b)(5) of the Exchange Act, the Amended and Restated Certificate of Incorporation of NYSE Group imposes certain ownership and voting limitations with respect to the stock of NYSE Group (the “NYSE Group ownership limitations” and the “NYSE Group voting limitations”). 40 *See* Securities Exchange Act Release No. 53382 (February 27, 2006), 71 FR 11251 (March 6, 2005). *NYSE Group Ownership Limitation.* The Amended and Restated Certificate of Incorporation of NYSE Group provides that no person, alone or together with its related persons, 41 may own beneficially shares of NYSE Group stock representing in the aggregate more than 20% of the then outstanding votes entitled to be cast on any matter. The NYSE Group ownership limitation will apply unless and until

(1)such person delivers to the board of directors of NYSE Group a notice in writing regarding its intention to acquire shares of NYSE Group stock that would cause such person, either alone or with its related persons, to own beneficially shares of stock of NYSE Group in excess of the NYSE Group ownership limitation, at least 45 days (or such shorter period as the board of directors of NYSE Group expressly consents to) prior to the intended acquisition, and

(2)such person receives prior approval by the board of directors of NYSE Group and the SEC to exceed the NYSE Group ownership limitation, either alone or together with its related persons. Specifically,

(1)the board of directors of NYSE Group must adopt a resolution approving such person (either alone or together with its related persons) to exceed the NYSE Group ownership limitation,

(2)the resolution must be filed with the SEC under Section 19(b) of the Exchange Act and

(3)such proposed rule change must be approved by the SEC and become effective thereunder. 41 “Related persons” has the same meaning as set forth in footnote 19, *supra* . Subject to its fiduciary obligations under the Delaware General Corporation Law, as amended (“DGCL”), before adopting any such resolution, the board of directors of NYSE Group must first determine that:

(1)Such acquisition of beneficial ownership by such person, either alone or with its related persons, would not impair any of the U.S. Regulated Subsidiaries' ability to discharge their respective responsibilities under the Exchange Act and the rules and regulations thereunder and is otherwise in the best interests of NYSE Group, its stockholders and the U.S. Regulated Subsidiaries;

(2)such acquisition of beneficial ownership by such person, either alone or with its related persons, will not impair the SEC's ability to enforce the Exchange Act; 42

(3)such person and its related persons are not subject to any statutory disqualification (as defined in Section 3(a)(39) of the Exchange Act);

(4)for so long as NYSE Group directly or indirectly controls NYSE Arca (formerly known as Pacific Exchange, Inc.) and NYSE Arca Equities (formerly known as PCX Equities, Inc.) or any facility of NYSE Arca, neither such person nor its related persons is an ETP Holder of NYSE Arca Equities or an OTP Holder or OTP Firm of NYSE Arca; and

(5)for so long as NYSE Group directly or indirectly controls the Exchange or NYSE Market, neither such person nor its related persons is a member or member organization. 42 In making such determinations, the board of directors of NYSE Group may impose any conditions and restrictions on such person and its related persons owning any shares of stock of NYSE Group entitled to vote on any matter as the board of directors of NYSE Group in its sole discretion deems necessary, appropriate or desirable in furtherance of the objectives of the Exchange Act and the governance of NYSE Group. *NYSE Group Voting Limitation.* The NYSE Group Amended and Restated Certificate of Incorporation also provides that no person, either alone or with its related persons, shall be entitled to

(1)vote or cause the voting of shares of NYSE Group stock to the extent such shares represent in the aggregate more than 10% of the then outstanding votes entitled to be cast on any matter or

(2)acquire the ability to vote more than 10% of the then outstanding votes entitled to be cast on any matter by virtue of agreements entered into with other persons not to vote their shares of NYSE Group's outstanding capital stock. The NYSE Group voting limitation, as described in clauses

(1)and

(2)above, shall apply unless and until

(1)a person delivers to the board of directors of NYSE Group a notice in writing regarding such person's intention to vote shares of NYSE Group stock that would cause such person, either alone or together with its related persons, to violate the NYSE Group voting limitation, at least 45 days (or such shorter period as the board of directors of NYSE Group expressly consents to) prior to the intended vote and

(2)such person, either alone or with its related persons, receives prior approval from the board of directors of NYSE Group and the SEC to exceed the NYSE Group voting limitation. Specifically,

(1)the board of directors of NYSE Group must adopt a resolution approving such person and its related persons to exceed the NYSE Group voting limitation,

(2)the resolution must be filed with the SEC under Section 19(b) of the Exchange Act and

(3)such proposed rule change must be approved by the SEC and become effective thereunder. Subject to its fiduciary obligations under DGCL, before adopting any such resolution, the board of directors of NYSE Group must first determine that:

(1)The exercise of such voting rights or the entering into of such agreement, plan or arrangement, as applicable, by such person, either alone or with its related persons, would not impair the ability of either NYSE Group or any of the U.S. Regulated Subsidiaries to discharge their respective responsibilities under the Exchange Act and the rules and regulations thereunder and is otherwise in the best interests of NYSE Group, its stockholders and the U.S. Regulated Subsidiaries;

(2)the exercise of such voting rights or the entering into of such agreement, plan or arrangement would not impair the SEC's ability to enforce the Exchange Act; and

(3)in case of a resolution to approve the exercise of voting rights in excess of 20% of the then outstanding votes entitled to be cast on such matter or the entering into of an agreement, plan or arrangement that would result in the ability to possess the right to vote or cause the voting of shares of stock of NYSE Group that would exceed 20% of the then outstanding votes entitled to be cast on such matter

(a)such person and its related persons are not subject to any statutory disqualification (as defined in Section 3(a)(39) of the Exchange Act),

(b)for so long as NYSE Group directly or indirectly controls NYSE Arca and NYSE Arca Equities or any facility of NYSE Arca, neither such person nor its related persons is an ETP Holder of NYSE Arca Equities or an OTP Holder or OTP Firm of NYSE Arca and

(c)for so long as NYSE Group directly or indirectly controls the Exchange or NYSE Market, neither such person nor its related persons is a member or member organization. In making such determinations, the board of directors of NYSE Group may impose any conditions and restrictions on such person and its related persons owning any shares of NYSE Group stock entitled to vote on any matter as the board of directors of NYSE Group in its sole discretion deems necessary, appropriate or desirable in furtherance of the objectives of the Exchange Act and the governance of NYSE Group. *Resolutions of the NYSE Group Board of Directors.* In order to allow NYSE Euronext to wholly own and vote all of NYSE Group stock upon consummation of the Combination, on August 3, 2006, NYSE Euronext delivered a written notice to the board of directors of NYSE Group pursuant to the procedures set forth in the Amended and Restated Certificate of Incorporation of NYSE Group requesting approval of its ownership and voting of NYSE Group stock in excess of the NYSE Group ownership limitation and NYSE Group voting limitation. Among other things, in the notice, NYSE Euronext represented to the board of directors of NYSE Group that neither it, nor any of its related persons, are

(1)ETP Holders of NYSE Arca Equities, OTP Holders or OTP Firms of NYSE Arca,

(2)members or member organizations of the Exchange, or

(3)subject to any statutory disqualification (as defined in Section 3(a)(39) of the Exchange Act). At a meeting duly convened on August 3, 2006, the board of directors of NYSE Group adopted a resolution approving NYSE Euronext's request that it be permitted, either alone or with its related persons, to exceed the NYSE Group ownership limitation and the NYSE Group voting limitation. In adopting such resolution, the board of directors of NYSE Group determined that:

(1)the acquisition of beneficial ownership of 100% of the outstanding shares of NYSE Group common stock and the exercise of voting rights with respect to 100% of the outstanding shares of NYSE Group common stock by NYSE Euronext, either alone or with its related persons, would not impair the ability of NYSE Group or any of the U.S. Regulated Subsidiaries to discharge their respective responsibilities under the Exchange Act and the rules and regulations thereunder and is otherwise in the best interests of NYSE Group, its stockholders and the U.S. Regulated Subsidiaries;

(2)such acquisition of beneficial ownership and exercise of voting rights of NYSE Group common stock by NYSE Euronext, either alone or with its related persons, would not impair the SEC's ability to enforce the Exchange Act;

(3)neither NYSE Euronext nor any of its related persons is subject to any statutory disqualification (as defined in Section 3(a)(39) of the Exchange Act); and

(4)neither NYSE Euronext nor any of its related persons is an ETP Holder of NYSE Arca Equities, OTP Holder or OTP Firm of NYSE Arca or member or member organization of the Exchange. The NYSE Group board of directors also approved the submission of this proposed rule change to the SEC. An extract with the relevant resolutions is attached as Exhibit 5K to the Proposed Rule Change and can be found on the Exchange's Web site and the SEC's Web site. *Request for Approval.* The Exchange hereby requests that the SEC allow NYSE Euronext to wholly own and vote all of the outstanding common stock of NYSE Group, either alone or with its related persons, except for any related person of NYSE Euronext which is an ETP Holder of NYSE Arca Equities, OTP Holder or OTP Firm of NYSE Arca, or member or member organization of the Exchange, upon the consummation of the Combination. Regulation A core aspect of the structure of the Combination is local regulation of the marketplace and, therefore, that securities exchanges of NYSE Group and Euronext will continue to be regulated in the same manner as they are currently regulated. Accordingly, the Combination is premised on the notion that: • NYSE Group and its subsidiaries will continue to be regulated by the SEC (but will not be regulated by the European Regulators unless NYSE Group and its subsidiaries engage in activities in Europe within the jurisdiction of the European Regulators), and Euronext and its subsidiaries will continue to be regulated by the European Regulators (but will not be regulated by the SEC unless Euronext and its subsidiaries engage in activities in the United States within the jurisdiction of the SEC); • Companies listing their securities only on markets operated by Euronext and its subsidiaries will not become newly subject to U.S. laws or regulation by the SEC as a result of the Combination, and companies listing their securities only on the Exchange or NYSE Arca, will not become newly subject to European rules or regulation as a result of the Combination; • The Combination will not cause companies that currently trade only on a Euronext exchange and are not subject to the Sarbanes-Oxley Act to become subject to the Sarbanes-Oxley Act unless those companies decide to list their securities on the Exchange, NYSE Arca or another U.S. securities exchange or register the sale of their securities under the Securities Act; and • Members and member organizations of the Exchange, ETP Holders and Authorized Traders of NYSE Arca Equities, and OTP Firms and OTP Holders of NYSE Arca trading only on markets operated by the Exchange or NYSE Arca will not become newly subject to European rules or regulations as a result of the Combination, and members of the markets operated by Euronext and its subsidiaries will not become newly subject to U.S. laws or regulation by the SEC as a result of the Combination. Listing of NYSE Euronext Common Stock on the Exchange Initial Listing NYSE Euronext intends to list its shares of common stock for trading on the Exchange, as well as on Euronext Paris. Pursuant to Rule 497, any security of NYSE Euronext and its affiliates shall not be approved for listing on the Exchange unless NYSE Regulation finds that such securities satisfy the Exchange's rules for listing, and such finding is approved by the NYSE Regulation board of directors. Continued Listing and Trading on the Exchange NYSE Regulation will be responsible for all Exchange listing-compliance decisions with respect to NYSE Euronext as an issuer. NYSE Regulation will prepare a quarterly report, as described in Rule 497(c)(1), summarizing its monitoring of NYSE Euronext common stock's compliance with such listing standards. This report will be provided to the NYSE Regulation board of directors and a copy will be forwarded promptly to the SEC. Once a year, an independent accounting firm will review NYSE Euronext's compliance with the Exchange's listing standards and a copy of its report will be forwarded promptly to the SEC. If NYSE Regulation determines that NYSE Euronext common stock is not in compliance with any applicable listing standard of the Exchange, NYSE Regulation shall notify NYSE Euronext promptly and request a plan for compliance. Within five business days of providing such notice to NYSE Euronext, NYSE Regulation shall file a report with the SEC identifying the date on which NYSE Euronext common stock was not in compliance with the listing standard at issue and any other material information conveyed to NYSE Euronext in the notice of non-compliance. Within five business days of receiving a plan of compliance from the issuer, NYSE Regulation will notify the SEC of such receipt, whether the plan was accepted by NYSE Regulation or what other action was taken with respect to the plan, and the time period provided to regain compliance with the Exchange's listing standard, if any. Organizational Documents of NYSE Group, the Exchange, NYSE Market and NYSE Regulation Pursuant to the Combination, NYSE Group will merge with a wholly owned subsidiary of NYSE Euronext and the surviving corporation will be a wholly owned subsidiary of NYSE Euronext. Following the merger, the organizational documents of the surviving corporation (which shall be named “NYSE Group, Inc.” although the current NYSE Group may not be the surviving corporation) will be those currently in effect for NYSE Group, except that certain provisions will be amended to reflect that, after the Combination, NYSE Group will be an intermediate holding company. Specifically: • The voting and ownership limitations of NYSE Group will not be applicable so long as NYSE Euronext and the Delaware trust collectively own all of the capital stock of NYSE Group. Instead, while NYSE Group is a wholly owned subsidiary of NYSE Euronext, there shall be no transfer of the shares of NYSE Group held by NYSE Euronext without the approval of the SEC. If NYSE Group ceases to be wholly owned by NYSE Euronext or the Delaware trust, the current voting and ownership limitations will apply; • The transfer restrictions of NYSE Group will be eliminated because they now appear in the NYSE Euronext charter; • The number of authorized shares of NYSE Group will be decreased; • The director independence requirements will be eliminated; 43 43 The current NYSE Group Independence Policy will also be eliminated. • A majority of the board must be U.S. Persons; • Board vacancies may be filled by the remaining board members as well as the shareholders, and vacancies created by the departure of a U.S. Person must be filled with a U.S. Person; • Directors may be removed at any time by the shareholders; • Provisions requiring a supermajority vote of shareholders to amend or repeal certain sections of the charter of NYSE Group will be deleted; • Provisions prohibiting NYSE Group shareholders from calling shareholder meetings, taking shareholder action by written consent and postponing shareholder meetings will be deleted; • Provisions requiring advance notice from shareholders of shareholder director nominations or shareholder proposals will be eliminated; and • Provisions relating to the mechanics of shareholders' meetings, such as the appointment of an inspector of elections, inspection of shareholder lists and opening and closing of polls will be deleted. The Proposed Rule Change includes modified versions of certain organizational documents of the Exchange, NYSE Market and NYSE Regulation so that certain references to NYSE Group become references to NYSE Euronext. Specifically, under the current organizational documents of the Exchange, NYSE Market and NYSE Regulation: • A majority of the directors of each of the Exchange and NYSE Market must be directors of NYSE Group that satisfy the independence requirements of the board of directors of NYSE Group; • All of the directors of NYSE Regulation (other than the chief executive officer of NYSE Regulation) must satisfy the independence requirements of the board of directors of NYSE Group; and • The Nominating and Governance Committee of NYSE Group is responsible for nominating the candidates to the boards of directors of the Exchange and NYSE Market, and for determining the eligibility of such candidates to serve on such boards (including whether such person qualifies as independent under the independence policy of the NYSE Group board of directors, and whether such person is free of any statutory disqualification (as defined in section 3(a)(39) of the Exchange Act)). The Proposed Rule Change includes modified versions of the organizational documents of the Exchange, NYSE Market and NYSE Regulation so that the references to NYSE Group in the prior sentence will be replaced with NYSE Euronext. Accordingly, after the Combination: • A majority of the directors of each of the Exchange and NYSE Market must be directors of NYSE Euronext that satisfy the independence requirements of the board of directors of NYSE Euronext; • The Exchange's non-affiliated directors must qualify as independent under the NYSE Euronext Independence Policy; • All of the directors of NYSE Regulation (other than the chief executive officer of NYSE Regulation) must satisfy the independence requirements of the board of directors of NYSE Euronext; and • The Nominating and Governance Committee of NYSE Euronext will be responsible for nominating the candidates to the boards of directors of the Exchange and NYSE Market, and for determining the eligibility of such candidates to serve on such boards (including whether such person qualifies as independent under the independence policy of the NYSE Euronext board of directors, and whether such person is not a U.S. Disqualified Person). The Proposed Rule Change also includes modifications to the organizational documents of the Exchange, NYSE Market and NYSE Regulation so that the a transfer of the equity interests of the Exchange, NYSE Market and NYSE Regulation pursuant to the terms of the trust agreement for the Delaware trust is permitted under such organizational documents. The modified versions of the organizational documents of the Exchange, NYSE Market and NYSE Regulation contain a number of additional technical changes. The modified versions of the organizational documents of the Exchange, NYSE Market and NYSE Regulation also shorten the time period for member organizations to vote for “fair representation” candidates. Currently, if the number of “fair representation” candidates nominated for election to the boards of directors of each of the Exchange, NYSE Market and NYSE Regulation exceeds the number of available “fair representation” positions on such boards, member organizations of the Exchange have twenty business days to submit their votes for the “fair representation” candidates. Based on recent experience, the Exchange believes that twenty calendar days provides member organizations with ample time to vote for the “fair representation” candidates. The organizational documents of the Exchange, NYSE Market and NYSE Regulation will be modified to require that a majority of the directors of the boards of each of the Exchange, NYSE Market and NYSE Regulation be U.S. Persons and any vacancies on such boards created by the departure of a U.S. Person must be filled with a U.S. Person. Additionally, the organizational documents of the Exchange, NYSE Market and NYSE Regulation will be amended to state that any person not elected or appointed in accordance with the board qualifications of the relevant organizational documents will not be qualified to serve, and therefore will not be elected to serve, as a director. The Amended and Restated Operating Agreement of the Exchange, which currently provides that additional capital contributions may be made with the written consent of the limited liability company member, will be amended to state that the sole limited liability company member may make additional contributions in its sole discretion. The NYSE Market Bylaws, which currently provide that the chief executive officer of NYSE Group must be the chief executive officer of NYSE Market, will be amended to require that the chief executive officer of NYSE Market be a U.S. Person. The NYSE Market Bylaws, which currently provide that special stockholder meetings may be called by the Chairman of the Board, the President or the Secretary or by resolution of the board, will be amended to also allow the Chief Executive Officer of NYSE Market to call a special stockholder meeting. Finally, the NYSE Regulation Amended and Restated Bylaws will be modified to provide that any action required or permitted to be taken at any meeting of the NYSE Regulation board of directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the NYSE Regulation board of directors or such committee (as opposed to a majority of such members, as the current NYSE Regulation Amended and Restated Bylaws provide). 44 44 This modification conforms to the provisions of the New York Not-for-Profit Corporation Law. The Exchange notes that, immediately following the Combination, none of the directors of NYSE Group, the Exchange, NYSE Market or NYSE Regulation who currently serve will have been elected or appointed pursuant to the modified processes described above (i.e., they will not have been elected or appointed by the Nominating and Governance Committee of NYSE Euronext). However, the Exchange represents that, with the exception of NYSE Group, the current board members of the Exchange, NYSE Market or NYSE Regulation—including the “fair representation” directors—will continue to be qualified to serve on, and will remain on, the boards of each of the Exchange, NYSE Market and NYSE Regulation following the consummation of the Combination. Upon the consummation of the Combination, the current directors of NYSE Group will resign and a three-person board composed of certain members of NYSE Group management will be appointed to serve on the board of NYSE Group. Rules of the Exchange The Exchange proposes technical amendments to certain of the Exchange Rules to reflect the Combination, which, after the Combination, will remain the rules of the Exchange. The technical amendments consist of deleting all references to “NYSE Group, Inc.” or “NYSE Group” in the Exchange Rules and replacing those references with “NYSE Euronext,” which will be the parent company of the Exchange following the Combination. The Exchange also proposes to delete Exchange Rule 497T, which is now obsolete. In addition, the Exchange proposes to amend Exchange Rule 2B to clarify that, if a director of an affiliate of a member organization serves as a director of NYSE Euronext, this fact shall not cause such member organization to be an affiliate of the Exchange, or an affiliate of an affiliate of the Exchange. The proposed amended Exchange Rules are attached to the Proposed Rule Change as Exhibit 5L 45 and can be found on the Exchange's Web site and on the SEC's Web site. 45 The following Exchange Rules being amended in this filing are currently the subject of pending, proposed amendments previously filed with the SEC:

(1)Rule 103B ( *see* Exchange Act Release No. 53602 (April 5, 2006), 71 FR 18791 (April 12, 2006) (SR-NYSE-2005-40)) and

(2)Rule 104 ( *see* Exchange Act Release No. 51048 (January 18, 2005), 70 FR 4171 (January 28, 2005) (SR-NYSE-2004-70)). *See also* SR-NYSE-2006-99 (filed on November 9, 2006); and SR-NYSE-2006-100 (filed on November 9, 2006). 2. Statutory Basis The Exchange believes that this filing is consistent with Section 6(b) of the Exchange Act, 46 in general, and furthers the objectives of Section 6(b)(1) 47 in particular, in that it enables the Exchange to be so organized as to have the capacity to be able to carry out the purposes of the Exchange Act and to comply, and to enforce compliance by its exchange members and persons associated with its exchange members, with the provisions of the Exchange Act, the rules and regulations thereunder, and the rules of the Exchange. The Exchange also believes that this filing furthers the objectives of Section 6(b)(5) 48 of the Exchange Act because the rules summarized herein would create a governance and regulatory structure that is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to, and perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest. 46 15 U.S.C. 78f(b). 47 15 U.S.C. 78f(b)(1). 48 15 U.S.C. 78f(b)(5). 2. 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 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. 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-2006-120 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 20549-9010. All submissions should refer to File Number SR-NYSE-2006-120. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NYSE-2006-120 and should be submitted on or before January 29, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 49 49 17 CFR 200.30-3(a)(12). Jill M. Peterson, Assistant Secretary. [FR Doc. E7-17 Filed 1-5-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55016; File No. SR-SCCP-2006-04] Self-Regulatory Organizations; Stock Clearing Corporation of Philadelphia; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Fees Associated With the Trade Processing of Equity Securities in Connection With XLE December 28, 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 2, 2006, Stock Clearing Corporation of Philadelphia (“SCCP”) 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 SCCP. SCCP filed the proposed rule change under Section 19(b)(3)(A)(ii) 3 of the Act and Rule 19b-4(f)(2) 4 thereunder so that 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 17 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A)(ii). 4 17 CFR 240.19b-4(f)(2). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change SCCP proposes to amend its fee schedule to reflect fees associated with the trade processing of equity securities through SCCP in connection with the new equity trading system of the Philadelphia Stock Exchange, Inc. (“Phlx”) (“XLE”). 5 Under XLE, Phlx will no longer operate a physical trading floor for equity securities or the Philadelphia Stock Exchange Automated Communication and Execution (“PACE”) 6 system. Therefore, SCCP proposes to amend its fee schedule as set forth below to:

(1)Accommodate the trade processing of equity securities on XLE once XLE is launched;

(2)delete any fees that will become obsolete under XLE, and

(3)make other minor technical changes to its fee schedule. 5 XLE will provide the opportunity for entirely automated executions to occur within a central matching system accessible by Phlx members and member organizations and their sponsored participants. Securities Exchange Act Release No. 54538 (September 28, 2006), 71 FR 59184 (October 6, 2006) [File No. SR-Phlx-2006-43]. Phlx filed a separate proposed rule change [File No. SR-Phlx-2006-70] with the Commission to adopt a Phlx fee schedule for trading equity securities on XLE. 6 PACE was Phlx's order routing, delivery, execution, and reporting system for its equity trading floor. Exchange Rules 229 and 229A. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, SCCP 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. SCCP 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 The purpose of the proposed rule change is to amend SCCP's fee schedule to accommodate the trade processing of equity securities on XLE once XLE is launched. 7 The fees will be assessed on SCCP participants. Specifically, SCCP will change its account fees by charging an account maintenance fee of $150.00 per month for RIO accounts with 20 or fewer trades per month and $250.00 per month for RIO accounts with over 20 trades per month. An account maintenance fee of $650.00 per month will be assessed for margin accounts. 8 7 The text of the amended fee schedule can be found at *http://www.phlx.com/SCCP/sccp_rules/SR-SCCP-2006-04.pdf* 8 The term “RIO” means Regional Interface Organization, which is the system through which SCCP transmits and receives trade data from the National Securities Clearing Corporation (“NSCC”) for SCCP members that are also NSCC members. SCCP Rule 1. SCCP will also charge the following trade recording fees for XLE trades: $0.47 per side for Blue tickets; 9 $0.30 per trade (maximum of $100,000 per month) for XLE market maker 10 trades cleared through a SCCP margin account; and $0.47 per trade for proprietary trades cleared through a SCCP margin account. SCCP will not charge trade recording fees for any other XLE trades. 9 A Blue ticket refers to a Phlx XLE execution where the clearing information is then submitted to SCCP from a source other than XLE, such as orders entered over technology provided by Phlx for two-sided orders. 10 The term “market maker” refers to a Phlx member organization that acts as a market maker pursuant to Phlx Rules 170 *et seq.* Phlx Rule 1(1). SCCP is renaming its “value fees” as “transaction fees” on Blue tickets and Yellow tickets. Those fees will be $0.0012 per share per side for RIO accounts and $0.035 per $1,000 of contract value per side for margin accounts. The maximum transaction fee for both RIO and margin accounts will be $25.00 per trade per side. 11 11 Thus, a SCCP participant that currently uses a RIO account and submits orders to the Phlx through Phlx's PACE system would not experience a material increase in their trade recording fees and transaction (formally value) fees under this proposal by continuing to use a RIO account and submitting orders to Phlx through the XLE system. SCCP believes that the fees set forth above are competitive and should help to encourage Phlx members to clear through SCCP. SCCP proposes to delete:

(1)Trade recording fees for PACE trades and for specialist trades matching with PACE trades;

(2)specialist (other than remote specialists) discounts for trades cleared through a SCCP margin account;

(3)ETF fees, along with associated disclaimers; and

(4)SCCP transaction charges (remote specialists only). The purpose of these deletions is to update the fee schedule to delete the charges that have become obsolete under XLE. The purpose of making the minor technical changes to SCCP's fee schedule, such as renumbering the categories of fees, is to update the fee schedule to incorporate the proposed changes described above. The remaining fees on the SCCP fee schedule will continue to be assessed on SCCP members. 12 12 These fees include additional suffix account fees, non-XLE trade recording fees for Yellow tickets, treasury transactions, margin account interest, research fees, computer transmissions/tapes, P&L statement charges, buy-ins, and trade ticket adjustment fees. SCCP believes that proposed rule change is consistent with Section 17A of the Act and with Section 17A(b)(3)(D) in particular because it provides for the equitable allocation of reasonable fees and other charges among its participants. B. Self-Regulatory Organization's Statement on Burden on Competition SCCP 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 either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing proposed rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act 13 and Rule 19b-4(f)(2) 14 thereunder because it establishes or changes a due, fee, or other charge. 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. 13 15 U.S.C. 78(s)(b)(3)(A)(ii). 14 17 CFR 240.19b-4(f)(2). 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-SCCP-2006-04 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-SCCP-2006-04. 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 SCCP. 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-SCCP-2006-04 and should be submitted on or before January 29, 2007. For the Commission by the Division of Market Regulation, pursuant to delegated authority. 15 15 17 CFR 200.30-3(a)(12). Jill M. Peterson, Assistant Secretary. [FR Doc. E6-22659 Filed 1-5-07; 8:45 am] BILLING CODE 8011-01-P SOCIAL SECURITY ADMINISTRATION Agency Information Collection Activities: Proposed Request and Comment Request The Social Security Administration

(SSA)publishes a list of information collection packages that will require clearance by the Office of Management and Budget

(OMB)in compliance with Public Law 104-13, the Paperwork Reduction Act of 1995, effective October 1, 1995. The information collection packages that are included in this notice are for approvals of a new information collection. SSA is soliciting comments on the accuracy of the agency's burden estimate; the need for the information; its practical utility; ways to enhance its quality, utility, and clarity; and on ways to minimize burden on respondents, including the use of automated collection techniques or other forms of information technology. Written comments and recommendations regarding the information collection(s) should be submitted to the OMB Desk Officer and the SSA Reports Clearance Officer. The information can be mailed and/or faxed to the individuals at the addresses and fax numbers listed below: (SSA), Social Security Administration, DCFAM, Attn: Reports Clearance Officer, 1333 Annex Building, 6401 Security Blvd., Baltimore, MD 21235, *Fax:* 410-965-6400. The information collection listed below is pending at SSA and will be submitted to OMB within 60 days from the date of this notice. Therefore, your comments should be submitted to SSA within 60 days from the date of this publication. You can obtain copies of the collection instruments by calling the SSA Reports Clearance Officer at 410-965-0454 or by writing to the address listed above. Accelerated Benefits Demonstration Project—0960-NEW The Accelerated Benefits Demonstration Project is a multi-phase study designed to assess whether providing new SSI disability recipients with certain benefits will stabilize or improve their health and help them return to work early. In this long-term study, new SSI disability recipients (i.e., those who have just begun receiving benefits and who have at least 18 months remaining before they qualify for Medicare) will be divided into three groups:

(1)A control group who will just receive their regular SSI benefits;

(2)a treatment group who will receive immediate access to health care benefits; and

(3)a treatment group who will receive health care benefits and additional care management, employment, and benefits services and support. The study, which will be conducted for SSA by research contractors and health care experts, will assess if the additional medical benefits and employment supports help new beneficiaries improve and return to work earlier and if there is a difference between the treatment groups. The respondents are beneficiaries who have just begun receiving SSI disability benefits and are not yet eligible for Medicare health benefits. *Type of Request:* New information collection. Part of study Number of respondents Frequency of response Average burden per response (minutes) Estimated annual burden (hours) Focus Groups 40 1 120 80 Pilot Survey 500 1 30 250 Actual Survey/Assessment of Treatment Efficacy (“Baseline Survey”) 2,000 1 30 1,000 Three-Month Follow-Up Survey (“Early Use Survey”) 480 1 30 240 Total 3,020 1,570 Dated: December 29, 2006. Elizabeth A. Davidson, Reports Clearance Officer, Social Security Administration. [FR Doc. E6-22643 Filed 1-5-07; 8:45 am] BILLING CODE 4191-02-P DEPARTMENT OF STATE [Public Notice 5661] Bureau of Political-Military Affairs: Directorate of Defense Trade Controls; Notifications to the Congress of Proposed Commercial Export Licenses SUMMARY: Notice is hereby given that the Department of State has forwarded the attached Notifications of Proposed Export Licenses to the Congress on the dates indicated pursuant to sections 36(c) and 36(d) and in compliance with section 36(f) of the Arms Export Control Act (22 U.S.C. 2776). DATES: *Effective Date:* As shown on each of the 38 letters. FOR FURTHER INFORMATION CONTACT: Ms. Susan M. Clark, Director, Office of Defense Trade Controls Licensing, Directorate of Defense Trade Controls, Bureau of Political-Military Affairs, Department of State,

(202)663-2023. SUPPLEMENTARY INFORMATION: Section 36(f) of the Arms Export Control Act mandates that notifications to the Congress pursuant to sections 36(c) and 36(d) must be published in the **Federal Register** when they are transmitted to Congress or as soon thereafter as practicable. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* August 30, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of major defense equipment sold commercially under contract in the amount of $14,000,000 or more. The transaction contained in the attached certification involves the export of Hellfire II (AGM-114K-3) Anti-Tank Missiles and reusable containers, as well as a test set and spares to Saudi Arabia for use by the Ministry of Defense, Government of the Kingdom of Saudi Arabia for anti-armor defense. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification, which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 028-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* September 5, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under contract in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the export of defense services and technical data to Belgium for the manufacture of F101, F110 and F118 series military aircraft engine components. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DDTC 025-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* September 5, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under a contract in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the export of defense services, technical data and defense articles for the development of the Integrated Weapon System for the Norwegian Frigate Program. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 031-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* September 7, 2006. Dear Mr. Speaker: Pursuant to Section 36(d) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed manufacturing license agreement for the manufacture of significant military equipment abroad. The transaction contained in the attached certification involves the export of technical data and defense services to the Republic of Korea to support the manufacture and servicing of K-1 and K-1A1 Tank Gun Turret Drive and Stabilization Systems and System Parts for the Republic of Korea. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 038-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* September 15, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) &

(d)of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed manufacturing license agreement for the manufacture of significant military equipment abroad and the export of defense articles or defense services in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the transfer to Japan of technical data, defense services and hardware for the manufacture of the F-2 Aircraft for the Japan Defense Agency. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 036-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* September 15, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under a contract in the amount of $50,000,000 or more. The transaction contained in the attached certification involves the export and launch of a commercial communications satellite, and related support equipment, from the Pacific Ocean/International Waters/French Guiana. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 043-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* September 15, 2006. Dear Mr. Speaker: Pursuant to Section 36(d) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed manufacturing license agreement for the manufacture of significant military equipment. The transaction described in the attached certification involves the transfer of technical data, assistance and manufacturing know-how to the United Kingdom for the manufacture of the Centaur High Capacity Data Radio for sale to Poland. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 048-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* September 15, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles and defense services sold commercially under a contract in the amount of $50,000,000 or more. The transaction contained in the attached certification involves the export of defense services, technical data and hardware to Iraq to upgrade the UH-1H to the Huey II Configuration and for the basic and intermediate maintenance of the Huey II helicopter. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 049-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* September 15, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed manufacturing license agreement for the export of defense articles or defense services in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the export of technical data, defense services and hardware to Japan for the manufacture of the AN/APG-63(V)0 radar system kits for the Japanese Defense Agency. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs* . Enclosure: Transmittal No. DTC 052-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives* . September 21, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) and 36(d) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed manufacturing license agreement for the manufacture of significant military equipment abroad and the export of defense articles or defense services in the amount of $50,000,000. The transaction contained in the attached certification involves the manufacture of 30mm GAU-8/A ammunition and ammunition components in Switzerland for sale to Governmental entities in the authorized sales territory. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs* . Enclosure: Transmittal No. DTC 020-06. September 21, 2006. Hon. J. Dennis Hastert, *Speaker of the House of Representatives* . Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under contract in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the export of technical data and provision of defense services to the United Kingdom for the E-3D Sentry, Airborne Early Warning and Control System (AWACS) Whole Life Support Program for the United Kingdom Ministry of Defense. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs* . Enclosure: Transmittal No. DTC 040-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives* . September 21, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under a contract in the amount of $100,000,000 or more for a NATO country. The transaction contained in the attached certification involves the purchase of one

(1)C-17 cargo aircraft by the United Kingdom Ministry of Defense. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs* . Enclosure: Transmittal No. DTC 058-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives* . September 29, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under a contract in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the export of technical data, defense services and hardware to Australia, Canada and the United Kingdom for the development and operation of the Space Based Infrared System (SBIRS) for the U.S. Government. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs* . Enclosure: Transmittal No. DTC 045-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives* . September 29, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under contract in the amount of $50,000,000 or more. The transaction contained in the attached certification involves the export of technical data, defense services and defense articles for the Asiasat 5 commercial communications satellite to Hong Kong. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs* . Enclosure: Transmittal No. DTC 047-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives* . September 29, 2006. Dear Mr. Speaker: Pursuant to Section 36(d) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed manufacturing license agreement for the manufacture of significant military equipment abroad. The transaction contained in the attached certification involves the transfer of technical data defense articles and services for licensed production of 10,000 FLYER ITV-I Light Weight Military Vehicles for the Government of India. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs* . Enclosure: Transmittal No. DTC 050-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives* . September 29, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under a contract in the amount of $50,000,000 or more. The transaction contained in the attached certification involves the export of technical data, defense services and defense articles for the manufacture of the AAV7A1 Amphibious Assault Vehicle for sale to the Republic of Korea and marketing to the United Arab Emirates. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs* . Enclosure: Transmittal No. DTC 051-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives* . September 29, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under a contract in the amount of $50,000,000 or more. The transaction contained in the attached certification involves the export of technical data, defense services and defense articles for the VINASAT-1 commercial communications satellite to Vietnam. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs* . Enclosure: Transmittal No. DTC 053-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives* . September 29, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of proposed license for the export of defense articles or defense services sold commercially under a contact in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the transfer of technical data and services to Canada for the design, development, manufacture, testing, and delivery of systems and components for the AH-64 Apache Helicopter Drive System. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs* . Enclosure: Transmittal No. DTC 055-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives* . September 29, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles in the amount of $50,000,000 or more. The transaction contained in the attached certification involves the export of PanAmSat-11 commercial communications satellite to Russia and Kazakhstan foe the launch. Transfer of ownership to the U.S. company will be made once the satellite is in orbit. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 056-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* December 6, 2006. Dear Mr. Speaker: Pursuant to Sections 36(c) and 36(d) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed manufacturing license agreement for the manufacture of significant military equipment abroad and for the export of defense articles or defense services sold commercially under a contract in the amount of $100,000,000 or more. The transaction described in the attached certification involves the transfer of hardware, technical data, assistance and manufacturing know-how to Canada, Israel, Spain, and Taiwan for the manufacture of small caliber ammunition. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 065-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* December 6, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed manufacturing license agreement for the export of defense articles or defense services in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the export of technical data, defense services and hardware to France for the integration, operation, repair, testing and maintenance of the Paveway II TM , Paveway III TM and Enhanced Paveway II TM for the French Ministry of Defense. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 069-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* December 7, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under contract in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the export of technical data, defense articles and services to Israel for operational support, maintenance and overhaul of F110-GE-100, F110-GE-100A/D and F110-GE-100B Aircraft Engines for the Israeli Ministry of Defence. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 041-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* December 7, 2006. Dear Mr. Speaker: Pursuant to Section 36(d) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed manufacturing license agreement for the manufacture of significant military equipment abroad. The transaction contained in the attached certification involves the transfer of technical data, defense articles and services for the manufacture of Hydroxy Terminated Polyether

(HTPE)rocket motor solid propellant for use in a Japanese demonstration program for a new solid rocket booster applicable to ship launched surface-to-air missiles. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 057-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* December 7, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles and defense services sold commercially under contract in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the export of defense services and technical data to Sweden for the manufacture of F404 / RM12 gas turbine military aircraft engines and components. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 060-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* December 7, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) and

(d)of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under contract in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the export to Norway of technical data, defense services and hardware for the manufacture of the M-72 Lightweight Anti-Armor Weapon System variants and associated product improvements for sales in the U.S. and various other countries. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs* . Enclosure: Transmittal No. DTC 062-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* December 7, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of firearms sold commercially under contract in the amount of $1,000,000 or more. The transaction contained in the attached certification involves the export of firearms to Belgium, for ultimate distribution to end users in Austria, Belgium, Czech Republic, Denmark, Finland, France, Greece, Germany, Hungary, Holland, Italy, Republic of Ireland (excluding Northern Ireland), Luxemburg, Netherlands, Norway, Portugal, Poland, Spain, Sweden, Switzerland, and the United Kingdom. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 066-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* December 7, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) and

(d)of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed manufacturing license agreement for the manufacture of significant military equipment abroad. The transaction described in the attached certification involves the transfer of technical data, assistance and manufacturing know-how to Japan for the manufacture of component parts and the assembly of those component parts and component parts provided into completed F15J/DJ Aircraft. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* December 7, 2006. Enclosure: Transmittal No. DTC 068-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* December 7, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under contract in the amount of $50,000,000 or more. The transaction contained in the attached certification involves the export of technical data, defense services and defense articles for the manufacture in Singapore of aircraft accessory fabricated/machined parts, components and sub-assemblies for return to the United States. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, Assistant Secretary Legislative Affairs. Enclosure: Transmittal No. DTC 070-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* December 7, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed manufacturing license agreement for the manufacture of significant military equipment abroad and the export of defense articles or defense services in the amount of $50,000,000 or more. The transaction contained in the attached certification involves the export of three Sikorsky (United Technologies) S-92A VH-X helicopters to the South Korean Air Force. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 071-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* December 7, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) and

(d)of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed manufacturing license agreement for the manufacture of significant military equipment abroad. The transaction described in the attached certification involves the transfer of technical data, assistance and manufacturing know-how to the United Kingdom for the manufacture of component parts and the assembly of those component parts into completed SICGARS Advanced Tactical Communication Systems, Vehicle Amplifiers, and Radio Frequency Power Amplifiers. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 072-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives* . December 7, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under contract in the amount of $50,000,000 or more. The transaction contained in the attached certification involves the export of defense services and technical data to Singapore for the operational and intermediate support, and depot level maintenance and overhaul of the F110-GE-129 family of military aircraft engines. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, Assistant Secretary Legislative Affairs. Enclosure: Transmittal No. DTC 073-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* December 7, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles or defense services sold commercially under a contract in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the export of technical data, defense services and defense articles for the manufacture in the United Kingdom of the Control Actuation System for use on the Guided Multiple Launch Rocket System. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 074-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* December 7, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed license for the export of defense articles and defense services sold commercially under contract in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the export of technical data, defense services and hardware to Mexico for the manufacture of electrical connectors for use in various U.S. military land, air and sea vehicles. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 076-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* December 7, 2006. Dear Mr. Speaker: Pursuant to Section 36(c) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed manufacturing license agreement for the export of defense articles or defense services in the amount of $100,000,000 or more. The transaction contained in the attached certification involves the export of technical data, defense services and hardware to the Unite Kingdom for the upgrade of the United Kingdom Ministry of Defence's existing lamp-based Directional Infrared Countermeasures Systems to the current laser-based version to better protect aircraft deployed in support of Operations Enduring Freedom and Iraqi Freedom. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 077-06. Hon. J. Dennis Hastert, *Speaker of the House of Representatives.* December 8, 2006. Dear Mr. Speaker: Pursuant to Section 36(d) of the Arms Export Control Act, I am transmitting, herewith, certification of a proposed manufacturing license agreement for the manufacture of significant military equipment abroad. The transaction contained in the attached certification involves the transfer of technical data, defense articles and services for the manufacture of Wideband [Tactical Common Data Link (TCDL)] and Narrow Band Data Link

(NBDL)subassemblies for the Watchkeeper Program for the British Army. The United States Government is prepared to license the export of these items having taken into account political, military, economic, human rights and arms control considerations. More detailed information is contained in the formal certification which, though unclassified, contains business information submitted to the Department of State by the applicant, publication of which could cause competitive harm to the United States firm concerned. Sincerely, Jeffrey T. Bergner, *Assistant Secretary Legislative Affairs.* Enclosure: Transmittal No. DTC 063-06. Dated: December 29, 2006. Susan M. Clark, Director, Office of Defense Trade Controls Licensing, Department of State. [FR Doc. E7-32 Filed 1-5-07; 8:45 am] BILLING CODE 4710-25-P DEPARTMENT OF TRANSPORTATION Federal Aviation Administration Notice of Availability of Draft Advisory Circulars, Other Policy Documents and Proposed Technical Standard Orders AGENCY: Federal Aviation Administration (FAA), DOT. ACTION: This is a recurring Notice of Availability, and request for comments, on draft advisory circulars (ACs), other policy documents, and proposed technical standard orders

(TSOs)currently offered by Aviation Safety. SUMMARY: The FAA's Aviation Safety, an organization responsible for the certification, production approval, and continued airworthiness of aircraft, and certification of pilots, mechanics, and others in safety related positions, publishes proposed non-regulatory documents that are available for public comment on the Internet at *http://www.faa.gov/aircraft/draft_docs/.* DATES: We must receive comments on or before the due date for each document as specified on the Web site. ADDRESSES: Send comments on proposed documents to the Federal Aviation Administration at the address specified on the Web site for the document being commented on, to the attention of the individual and office identified as point of contact for the document. FOR FURTHER INFORMATION CONTACT: See the individual or FAA office identified on the Web site for the specified document. SUPPLEMENTARY INFORMATION: Final advisory circulars, other policy documents, and technical standard orders

(TSOs)are available on FAA's Web site, including final documents published by the Aircraft Certification Service on FAA's Regulatory and Guidance Library

(RGL)at *http://rgl.faa.gov/.* Comments Invited When commenting on draft ACs, other policy documents or proposed TSOs, you should identify the document by its number. The Aviation Safety organization, will consider all comments received on or before the closing date before issuing a final document. You can obtain a paper copy of the draft document or proposed TSO by contacting the individual or FAA office responsible for the document as identified on the Web site. You will find the draft ACs, other policy documents and proposed TSOs on the ``Aviation Safety Draft Documents Open for Comment'' Web site at *http://www.faa.gov/aircraft/draft_docs/.* For Internet retrieval assistance, contact the AIR Internet Content Program Manager at 202-267-8361. Background We do not publish an individual **Federal Register** Notice for each document we make available for public comment. On the Web site, you may subscribe to our service for e-mail notification when new draft documents are made available. Persons wishing to comment on our draft ACs, other policy documents and proposed TSOs can find them by using the FAA's Internet address listed above. This notice of availability and request for comments on documents produced by Aviation Safety will appear again in 30 days. December 27, 2006. Terry Allen, Acting Manager, Production and Airworthiness Division, Aircraft Certification Service. [FR Doc. 06-9995 Filed 1-5-07; 8:45 am]

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U.S. Code

CFR

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17 CFR 240.19
15 USC 78(s)(b)(3)(A)(ii)
Pub. L. 104-13

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cites case law

Notices

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

Cite17 CFR 240.19

Cite15 USC 78(s)(b)(3)(A)(ii)

Pub. L.Pub. L. 104-13

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