

[Federal Register: April 10, 2006 (Volume 71, Number 68)]
[Notices]               
[Page 18127-18130]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr10ap06-97]                         

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53591; File No. SR-NYSE-Arca-2006-08]

 
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Relating to the 
Certificate of Incorporation of NYSE Arca Holdings, Inc.

April 4, 2006.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on March 30, 2006, NYSE Arca, Inc. (the ``Exchange'') filed with the 
Securities and Exchange Commission (``Commission'') the proposed rule 
change as described in Items I and II below, which Items have been 
prepared by the Exchange. The Exchange filed the proposed rule change 
pursuant to Section 19(b)(3)(A) of the Act,\3\ and Rule 19b-4(f)(6) 
thereunder,\4\ which renders the proposal effective upon filing with 
the Commission. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

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

    The Exchange hereby submits to the Commission a proposed rule 
change to further extend certain temporary exceptions from the voting 
and ownership limitations in the certificate of incorporation of NYSE 
Arca Holdings, Inc. (f/k/a PCX Holdings, Inc.) \5\ (``NYSE Arca 
Holdings''), a Delaware corporation and a parent company of the 
Exchange, originally approved by the Commission in an order issued on 
September 22, 2005 (the ``SEC Order'') \6\ and extended pursuant to 
certain subsequent rule filings,\7\ so as to allow Gerald D. Putnam 
(``Mr. Putnam''), Chairman and Chief Executive Officer of Archipelago 
Holdings, Inc. (``Archipelago''), a Delaware corporation and a wholly-
owned subsidiary of NYSE Group, Inc. (``NYSE Group''), of which Mr. 
Putnam is also President and Co-Chief Operating Officer, to indirectly 
own in excess of 5% of Terra Nova Trading, L.L.C. (``TNT'') until May 
15, 2006, subject to the conditions set forth in this proposed rule 
filing.
---------------------------------------------------------------------------

    \5\ See SR-PCX-2006-24.
    \6\ See Securities Exchange Act Release No. 52497 (September 22, 
2005), 70 FR 56949 (September 29, 2005) (the ``SEC Order'').
    \7\ See Securities Exchange Act Release No. 53034 (December 28, 
2005), 71 FR 636 (January 5, 2006) (the ``First Extension Notice''); 
Securities Exchange Act Release No. 53202 (January 31, 2006), 71 FR 
6530 (February 8, 2006) (the ``Second Extension Notice''); and 
Securities Exchange Act Release No. 53411 (March 3, 2006), 71 FR 
12413 (March 10, 2006) (the ``Third Extension Notice'').
---------------------------------------------------------------------------

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
Sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose

a. NYSE Arca Holdings and the Amendment of the NYSE Arca Holdings 
Certificate of Incorporation

    As a wholly-owned subsidiary of NYSE Group, Archipelago operates 
NYSE Arca Marketplace (formerly Archipelago Exchange or ArcaEx), an 
open, all-electronic stock market for the trading of equity securities. 
On September 26, 2005, Archipelago completed its acquisition of NYSE 
Arca Holdings (then known as PCX Holdings) and all of its wholly-owned 
subsidiaries, including the Pacific Exchange, Inc. (the predecessor 
entity of the Exchange) and PCX Equities, Inc. (n/k/a NYSE Arca 
Equities, Inc.) (the ``Acquisition''). On March 7, 2006, the merger of 
Archipelago and the New York Stock Exchange, Inc. (the ``Archipelago 
NYSE Merger'') closed and, as a result, Archipelago became a wholly-
owned subsidiary of NYSE Group.
    The certificate of incorporation of NYSE Arca Holdings (as amended 
to date, the ``NYSE Arca Holdings Certificate of Incorporation'') 
contains various ownership and voting restrictions on NYSE Arca 
Holdings' capital stock, which are designed to safeguard the 
independence of the self-regulatory functions of the Exchange and to 
protect the Commission's oversight responsibilities. In order to allow 
Archipelago to own 100% of the capital stock of NYSE Arca Holdings,

[[Page 18128]]

prior to the completion of the Acquisition, the Exchange filed with the 
Commission a proposed rule change which sought to, among other things, 
amend the NYSE Arca Holdings Certificate of Incorporation to create an 
exception from the voting and ownership restrictions for Archipelago 
and certain of its related persons (the ``Original Rule Filing'').\8\ 
The Original Rule Filing, as amended by Amendment Nos. 1 and 2 thereto, 
was approved by the Commission on September 22, 2005 \9\ and the 
amended NYSE Arca Holdings Certificate of Incorporation became 
effective on September 26, 2005, upon the closing of the Acquisition.
---------------------------------------------------------------------------

    \8\ See File No. SR-PCX-2005-90 (August 1, 2005).
    \9\ See SEC Order, supra note 6.
---------------------------------------------------------------------------

    Article Nine of the NYSE Arca Holdings Certificate of Incorporation 
provides that no Person,\10\ either alone or together with its Related 
Persons,\11\ may own, directly or indirectly, shares constituting more 
than 40% of the outstanding shares of any class of NYSE Arca Holdings 
capital stock,\12\ and that no Person, either alone or together with 
its Related Persons who is a trading permit holder of the Exchange or 
an equities trading permit holder of NYSE Arca Equities, may own, 
directly or indirectly, shares constituting more than 20% of any class 
of NYSE Arca Holdings capital stock.\13\ Furthermore, the NYSE Arca 
Holdings Certificate of Incorporation provides that, for so long as 
NYSE Arca Holdings controls, directly or indirectly, the Exchange, no 
Person, either alone or with its Related Persons, may directly or 
indirectly vote or cause the voting of shares of NYSE Arca Holdings 
capital stock or give any proxy or consent with respect to shares 
representing more than 20% of the voting power of the issued and 
outstanding NYSE Arca Holdings capital stock.\14\ The NYSE Arca 
Holdings Certificate of Incorporation also places limitations on the 
right of any Person, either alone or with its Related Persons, to enter 
into any agreement with respect to the withholding of any vote or 
proxy.\15\
---------------------------------------------------------------------------

    \10\ ``Person'' is defined to mean an individual, partnership 
(general or limited), joint stock company, corporation, limited 
liability company, trust or unincorporated organization, or any 
governmental entity or agency or political subdivision thereof. NYSE 
Arca Holdings Certificate of Incorporation, Article Nine, Section 
1(b)(iv).
    \11\ The term ``Related Person,'' as defined in the NYSE Arca 
Holdings Certificate of Incorporation, means (i) with respect to any 
person, all ``affiliates'' and ``associates'' of such person (as 
such terms are defined in Rule 12b-2 under the Act); (ii) with 
respect to any person constituting a trading permit holder of the 
Exchange or an equities trading permit holder of NYSE Arca Equities, 
any broker dealer with which such holder is associated; and (iii) 
any two or more persons that have 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 
capital stock of NYSE Arca Holdings. NYSE Arca Holdings Certificate 
of Incorporation, Article Nine, Section 1(b)(iv).
    \12\ NYSE Arca Holdings Certificate of Incorporation, Article 
Nine, Section 1(b)(i). However, such restriction may be waived by 
the Board of Directors of NYSE Arca Holdings pursuant to an 
amendment to the Bylaws of NYSE Arca Holdings adopted by the Board 
of Directors, if, in connection with the adoption of such amendment, 
the Board of Directors adopts a resolution stating that it is the 
determination of such Board that such amendment will not impair the 
ability of the Exchange to carry out its functions and 
responsibilities as an ``exchange'' under the Act and is otherwise 
in the best interests of NYSE Arca Holdings and its stockholders and 
the Exchange, and will not impair the ability of the Commission to 
enforce said Act, and such amendment shall not be effective until 
approved by said Commission; provided that the Board of Directors of 
NYSE Arca Holdings shall have determined that such Person and its 
Related Persons are not subject to any applicable ``statutory 
disqualification'' (within the meaning of Section 3(a)(39) of the 
Act). NYSE Arca Holdings Certificate of Incorporation, Article Nine, 
Sections 1(b)(i)(B) and 1(b)(i)(C).
    \13\ Id., Article Nine, Section 1(b)(ii).
    \14\ Id., Article Nine, Section 1(c).
    \15\ Id.
---------------------------------------------------------------------------

    The Exchange proposed and the Commission approved an exception from 
the ownership and voting limitations described above to add a new 
paragraph at the end of Article Nine of the NYSE Arca Holdings 
Certificate of Incorporation, which provides that for so long as 
Archipelago directly owns all of the outstanding capital stock of NYSE 
Arca Holdings, these ownership and voting limitations shall not be 
applicable to the ownership and voting of shares of NYSE Arca Holdings 
by (i) Archipelago, (ii) any Person which is a Related Person of 
Archipelago, either alone or together with its Related Persons, and 
(iii) any other Person to which Archipelago is a Related Person, either 
alone or together with its Related Persons.\16\ These exceptions to the 
ownership and voting limitations, however, shall not apply to any 
``Prohibited Persons,'' \17\ which is defined to mean any Person that 
is, or that has a Related Person that is (i) an OTP Holder or an OTP 
Firm (as defined in the rules of the Exchange) \18\ or (ii) an ETP 
Holder (as defined in the rules of NYSE Arca Equities),\19\ unless such 
Person is also a ``Permitted Person'' under the NYSE Arca Holdings 
Certificate of Incorporation.\20\ The NYSE Arca Holdings Certificate of 
Incorporation further provides that any Prohibited Person not covered 
by the definition of a Permitted Person who is subject to and exceeds 
the voting and ownership limitations imposed by Article Nine as of the 
date of the closing of the Acquisition shall be permitted to exceed the 
voting and ownership limitations imposed by Article Nine only to the 
extent and for the time period approved by the Commission.\21\
---------------------------------------------------------------------------

    \16\ Id., Article Nine, Section 4.
    \17\ Id.
    \18\ The Exchange rules define an ``OTP Holder'' to mean any 
natural person, in good standing, who has been issued an Options 
Trading Permit (``OTP'') by the Exchange for effecting approved 
securities transactions on the Exchange's trading facilities, or has 
been named as a Nominee. Exchange Rule 1.1(q). The term ``Nominee'' 
means an individual who is authorized by an ``OTP Firm'' (a sole 
proprietorship, partnership, corporation, limited liability company 
or other organization in good standing who holds an OTP or upon whom 
an individual OTP Holder has conferred trading privileges on the 
Exchange's trading facilities) to conduct business on the Exchange's 
trading facilities and to represent such OTP Firm in all matters 
relating to the Exchange. Exchange Rule 1.1(n).
    \19\ NYSE Arca Equities rules define an ``ETP Holder'' to mean 
any sole proprietorship, partnership, corporation, limited liability 
company or other organization in good standing that has been issued 
an Equity Trading Permit, a permit issued by the NYSE Arca Equities 
for effecting approved securities transactions on the trading 
facilities of NYSE Arca Equities. NYSE Arca Equities Rule 1.1(n).
    \20\ ``Permitted Person'' is defined to mean (A) any broker or 
dealer approved by the Commission after June 20, 2005 to be a 
facility (as defined in Section 3(a)(2) of the Act) of the Exchange; 
(B) any Person that has been approved by the Commission prior to it 
becoming subject to the provisions of Article Nine of the NYSE Arca 
Holdings Certificate of Incorporation with respect to the voting and 
ownership of shares of NYSE Arca Holdings capital stock by such 
Person; and (C) any Person that is a Related Person of Archipelago 
solely by reason of beneficially owning, either alone or together 
with its Related Persons, less than 20% of the outstanding shares of 
Archipelago capital stock. NYSE Arca Holdings Certificate of 
Incorporation, Article Nine, Section 4.
    \21\ Id.
---------------------------------------------------------------------------

b. TNT

    TNT is a wholly owned subsidiary of TAL Financial Services, LLC 
(``TAL'') and Mr. Putnam indirectly owns a 40% interest in TAL. 
Accordingly, Mr. Putnam indirectly owns in excess of 5% of TNT. The 
management committee of TAL performs on behalf of TNT the functions 
usually associated with a board of directors and executive committee of 
a corporation. Until the approval of the Third Extension Rule Filing 
(discussed below), Mr. Putnam was one of the five members of the TAL 
management committee (a position which Mr. Putnam resigned in 
accordance with the TNT Conditions (discussed below)). Because TNT, a 
broker-dealer and an ETP Holder of NYSE Arca Equities, is a Related 
Person of Archipelago by virtue of Mr. Putnam's ownership of in excess 
of 5% of TNT, it falls within the definition of ``Prohibited Persons'' 
under the NYSE Arca Holdings Certificate of Incorporation. 
Consequently, absent an

[[Page 18129]]

exception, Archipelago's ownership of NYSE Arca Holdings would cause 
TNT to exceed the voting and ownership limitations imposed by Article 
Nine of the NYSE Arca Holdings Certificate of Incorporation. Therefore, 
in connection with the Acquisition, the Commission approved the 
Exchange's request for a temporary exception for Mr. Putnam to continue 
to own in excess of 5% of TNT and continue to serve as a director of 
TAL until December 31, 2005 (the ``Original TNT Exception'').\22\ In 
the SEC Order, the Commission stated that it believes that such a 
temporary exception is appropriate and consistent with the Act because 
it will eliminate the affiliation between TNT and Archipelago but allow 
Mr. Putnam a reasonable amount of time to effectuate such actions 
necessary to eliminate the affiliation.\23\
---------------------------------------------------------------------------

    \22\ See SEC Order, supra note 6, at 56960-61.
    \23\ Id. at 56960.
---------------------------------------------------------------------------

    Mr. Putnam has been working to eliminate the affiliation with TNT. 
In light of the fact that the sale of Mr. Putnam's interest in TNT was 
unlikely to be consummated by December 31, 2005, in the proposed rule 
filing submitted by the Exchange on December 19, 2005 (the ``Original 
Extension Rule Filing''), as amended by Amendment No. 1 thereto, the 
Exchange also requested an extension of the Original TNT Exception to 
January 31, 2006.\24\ The extension took effect immediately upon the 
filing of Amendment No. 1 to the Original Extension Rule Filing.\25\ In 
the proposed rule filing submitted by the Exchange on January 27, 2006 
(the ``Second Extension Rule Filing''), the Exchange requested that the 
Original TNT Exception be further extended to the earlier of (x) the 
closing date of the Archipelago NYSE Merger and (y) March 31, 2006.\26\ 
The extension took effect immediately upon the filing of the Second 
Extension Rule Filing.\27\ In the proposed rule filing submitted by the 
Exchange on March 3, 2006 (the ``Third Extension Rule Filing''), the 
Exchange requested that the Original TNT Exception be further extended 
to March 31, 2006.\28\ The extension was approved on an accelerated 
basis by the Commission.\29\ The approval was subject to the following 
conditions.
---------------------------------------------------------------------------

    \24\ See File No. SR-PCX-2005-139 (December 19, 2005), as 
amended by Amendment No. 1 thereto (December 23, 2005).
    \25\ See the First Extension Notice, supra note 7, at 640.
    \26\ See File No. SR-PCX-2006-04 (January 27, 2006).
    \27\ See the Second Extension Notice, supra note 7, at 6534.
    \28\ See File No. SR-PCX-2006-21 (March 3, 2006).
    \29\ See the Third Extension Notice, supra note 7, at 12419.
---------------------------------------------------------------------------

    First, Mr. Putnam must resign as a member of the management 
committee of TAL. Second, Mr. Putnam must continue to abstain, as he 
has abstained in the past, from directing the respective day-to-day 
operations of TAL or TNT or otherwise participating in the respective 
management or businesses of TAL or TNT. Third, Mr. Putnam must not 
exercise any voting rights with respect to any equity interests of TAL 
or in excess of 5% of voting rights with respect to TNT (collectively, 
the ``TNT Conditions''). The second and third TNT Conditions, however, 
are subject to the following exception: Mr. Putnam is permitted to act 
or vote in a manner otherwise prohibited by such condition if Mr. 
Putnam's action or exercise of voting rights would be necessary to 
approve and consummate the sale of Mr. Putnam's interest in TNT. In 
accordance with the TNT Exception, Mr. Putnam resigned as a member of 
the management committee of TAL and has otherwise complied with the TNT 
Conditions.

c. Further Extension of the Original TNT Exception

    Since the approval of the Original TNT Exception, Mr. Putnam has 
been working in good faith to sell his interest in TNT at or below the 
5% level, and entered into a definitive agreement for such a sale on 
March 30, 2006.\30\ The definitive agreement conditions the sale on the 
satisfaction of a number of closing conditions, including the receipt 
of the National Association of Securities Dealers, Inc. (``NASD'') and 
other regulatory approvals. Such approvals are expected to be received 
by within thirty days of signing of the definitive agreement and Mr. 
Putnam would then close the sale as soon as practicable thereafter. To 
that end, the Exchange hereby proposes to further extend the Original 
TNT Exception to May 15, 2006, subject to the TNT Conditions described 
above.
---------------------------------------------------------------------------

    \30\ The potential purchaser is not a Related Person of 
Archipelago or a ``Prohibited Person'' under the NYSE Arca Holdings 
Certificate of Incorporation. Telephone conversation between Tim 
Elliott, Assistant General Counsel--Regulatory, Exchange, and Jan 
Woo, Attorney, Division of Market Regulation, Commission, on March 
31, 2006.
---------------------------------------------------------------------------

    In requesting such extension, Archipelago and the Exchange note 
that the NASD, a self-regulatory organization not affiliated with 
Archipelago, has been designated by the Commission as the ``Designated 
Examining Authority'' (``DEA'') for TNT pursuant to Rule 17d-1 of the 
Act.\31\ Furthermore, during the interim period, TNT would continue to 
be covered by the scope of an agreement between NASD and the Exchange, 
which was entered into pursuant to Rule 17d-2 under the Act \32\ and 
provides for a plan concerning the regulatory responsibilities of NASD 
with respect to certain members of the Exchange, including TNT (``17d-2 
Agreement'').\33\
---------------------------------------------------------------------------

    \31\ Pursuant to Rule 17d-1 under the Act, where a member of the 
Securities Investor Protection Corporation is a member of more than 
one SRO, the Commission shall designate to one of such organizations 
the responsibility of examining such member for compliance with the 
applicable financial responsibility rules. In making such 
designation, the Commission shall take into consideration the 
regulatory capabilities and procedures of the SROs, availability of 
staff, convenience of location, unnecessary regulatory duplication, 
and such other factors as the Commission may consider germane to the 
protection of investors, the cooperation and coordination among 
SROs, and the development of a national market system for the 
clearance and settlement of securities transactions. 17 CFR 240.17d-
1.
    \32\ Rule 17d-2 under the Act provides that any two or more SROs 
may file with the Commission a plan for allocating among such SROs 
the responsibilities to receive regulatory reports from persons who 
are members or participants of more than one of such SROs to examine 
such persons for compliance, or to enforce compliance by such 
persons, with specified provisions of the Act, the rules and 
regulations thereunder, and the rules of such SROs, or to carry out 
other specified regulatory functions with respect to such persons. 
17 CFR 240.17d-2.
    \33\ See SEC Order, supra note 6, at 56959.
---------------------------------------------------------------------------

    Archipelago and the Exchange believe that this extension would be 
in keeping with the policy justifications for the Original TNT 
Exception and the extensions thereof outlined above, while allowing Mr. 
Putnam a reasonable amount of time to effectuate the actions necessary 
to eliminate the affiliation between TNT and Archipelago.
2. Statutory Basis
    The Exchange believes that the proposed rule change in this filing 
is consistent with Section 6(b) \34\ of the Act, in general, and 
furthers the objectives of Section 6(b)(1),\35\ in particular, in that 
it enables the Exchange to be so organized so as to have the capacity 
to be able to carry out the purposes of the Act and to comply, and 
(subject to any rule or order of the Commission pursuant to Section 
17(d) or 19(g)(2) of the Act) to enforce compliance by its exchange 
members and persons associated with its exchange members, with the 
provisions of the 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),\36\ in particular, because 
the rules summarized herein would create a governance and regulatory

[[Page 18130]]

structure with respect to the operation of the equities and options 
business of the Exchange that is designed to help prevent fraudulent 
and manipulative acts and practices; to promote just and equitable 
principals of trade; to foster cooperation and coordination with 
persons engaged in regulating, clearing, settling, processing 
information with respect to, and facilitating transactions in 
securities; and to remove impediments to and perfect the mechanism of a 
free and open market and a national market system, and, in general, to 
protect investors and the public interest.
---------------------------------------------------------------------------

    \34\ 15 U.S.C. 78f(b).
    \35\ 15 U.S.C. 78f(b)(1).
    \36\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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

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

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

    Written comments on the proposed rule change were neither solicited 
nor received.

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

    Because the foregoing proposed rule change does not: (1) 
Significantly affect the protection of investors or the public 
interest; (2) impose any significant burden on competition; and (3) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate if consistent with 
the protection of investors and the public interest, it has become 
effective pursuant to Section 19(b)(3)(A) \37\ of the Act and Rule 19b-
4(f)(6) thereunder.\38\ 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.
---------------------------------------------------------------------------

    \37\ 15 U.S.C. 78s(b)(3)(A).
    \38\ 17 CFR 240.19b-4(f)(6). The Exchange provided the 
Commission with written notice of its intent to file this proposed 
rule change on March 29, 2006.
---------------------------------------------------------------------------

    The Exchange has asked the Commission to waive the 30-day operative 
delay. The Commission believes that waiving the 30-day operative delay 
is consistent with the protection of investors and the public interest. 
Because the current exception with respect to Mr. Putnam's ownership of 
TNT is set to expire on March 31, 2006, such waiver will allow TNT to 
remain in compliance with ownership and voting limitations in the NYSE 
Arca Holdings Certificate of Incorporation. The Commission notes that 
the Exchange has represented that Mr. Putnam signed a definitive 
agreement to reduce his ownership interest in TNT on March 30, 2006. 
However, Mr. Putnam needs an extension of time to receive necessary 
regulatory approvals and complete the sale. The extension is limited in 
scope and duration, and Mr. Putnam will continue to be subject to the 
TNT Conditions described in this rule filing during the extension 
period. Further, the Commission notes that the following protections 
are and will continue to be in place during the interim period: TNT is 
a member of the NASD (as well as NYSE Arca); the NASD is the DEA for 
TNT pursuant to Rule 17d-1 under the Act; and TNT is and will continue 
to be covered by the scope of the 17d-2 Agreement.
    For these reasons, the Commission designates the proposal to be 
effective and operative upon filing with the Commission.\39\
---------------------------------------------------------------------------

    \39\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml.
); or     Send an e-mail to rule-comments@sec.gov. Please include 

File Number SR-NYSEArca-2006-08 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2006-08. This 
file number should be included on the subject line if e-mail is used. 
To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
). Copies of the submission, all subsequent amendments, 

all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for inspection 
and copying in the Commission's Public Reference Room. Copies of such 
filing also will be available for inspection and copying at the 
principal office of the Exchange. All comments received will be posted 
without change; the Commission does not edit personal identifying 
information from submissions. You should submit only information that 
you wish to make available publicly. All submissions should refer to 
File Number SR-NYSEArca-2006-08 and should be submitted on or before 
May 1, 2006.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\40\
---------------------------------------------------------------------------

    \40\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Nancy M. Morris,
Secretary.
[FR Doc. E6-5152 Filed 4-7-06; 8:45 am]

BILLING CODE 8010-01-P
