

[Federal Register: June 16, 2006 (Volume 71, Number 116)]
[Notices]               
[Page 34976-34986]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr16jn06-159]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53967; File No. SR-NYSE-2006-19]

 
Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto to 
List and Trade Index-Linked Notes of Barclays Bank PLC Linked to the 
Performance of the Goldman Sachs Crude Oil Total Return 
IndexTM

June 9, 2006.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 \2\ thereunder, notice is hereby given 
that on March 13, 2006, the New York Stock Exchange, Inc. (``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 prepared by the 
Exchange. On March 27, 2006, NYSE filed Amendment No. 1 to the proposed 
rule change.\3\ On May 26, 2006, NYSE filed Amendment No. 2 to the 
proposed rule

[[Page 34977]]

change.\4\ The Commission is publishing this notice to solicit comments 
on the proposed rule change, as amended, from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ In Amendment No. 1, the Exchange notes proposed 
Supplementary Material to NYSE Rule 1301B in SR-NYSE-2006-17, which 
sets forth guidelines for specialists applicable to this product. 
The Exchange also makes clarifying and technical change to this 
proposal in Amendment No. 1.
    \4\ In Amendment No. 2, the Exchange inserts in the ``Purpose'' 
section of the Form 19b-4: (i) A description of the process by which 
the West Texas Intermediate (``WTI'') crude oil futures contract 
traded on the NYMEX that is included in the Index changes on a 
monthly basis to the contract with the closest expiration date; and 
(ii) a continued listing standard stating that the Exchange will 
delist the Notes if the Index ceases in whole or in part to be based 
on the WTI Crude Oil futures contract traded on the NYMEX.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The NYSE proposes to list and trade Index-Linked Notes (the 
``Notes'') of Barclays Bank PLC (``Barclays'') linked to the 
performance of the Goldman Sachs Crude Oil Total Return 
IndexTM (the ``Index''). The Index is based on the spot 
month WTI Crude Oil futures contract traded on NYMEX; however, because 
the Index Sponsor (as defined below) may include WTI Crude Oil futures 
contracts, other than the front-month contract (as defined below) in 
its calculation, the Index Sponsor designates this calculation to be 
based on an ``Index.'' The text of the proposed rule change, as 
amended, is available on the NYSE's Web site (http://www.nyse.com), at the 

NYSE's Office of the Secretary, and at the Commission's public 
reference room.

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

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

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

1. Purpose
The Securities
    Under Section 703.19 (``Other Securities'') of the NYSE Listed 
Company Manual (the ``Manual''), the Exchange may approve for listing 
and trading securities not otherwise covered by the criteria of 
Sections 1 and 7 of the Manual, provided the issue is suited for 
auction market trading.\5\ The Exchange proposes to list and trade, 
pursuant to Section 703.19 of the Manual, the Notes, which are linked 
to the performance of the Index. Barclays intends to issue the Notes 
under the name ``iPathSM Exchange-Traded Notes.'' \6\
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    \5\ Securities Exchange Act Release No. 28217 (July 18, 1990), 
55 FR 30056 (July 24, 1990).
    \6\ Goldman Sachs & Co. and Barclays have entered into a license 
agreement granting to Barclays a non-transferable, non-exclusive 
license to use the Goldman Sachs Commodity Index[supreg] or any sub-
indices (individually and collectively, the ``GSCI[supreg]'') in 
connection with the Notes. Goldman, Sachs & Co. and its affiliates 
and subsidiaries, individually and collectively, are referred to as 
the ``Index Sponsor.''
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    The Exchange believes that the Notes will conform to the initial 
listing standards for equity securities under Section 703.19 of the 
Manual, as Barclays is an affiliate of Barclays PLC,\7\ an Exchange 
listed company in good standing, the Notes will have a minimum life of 
one year, the minimum public market value of the Notes at the time of 
issuance will exceed $4 million, there will be at least one million 
Notes outstanding, and there will be at least 400 holders at the time 
of issuance. The Notes are a series of medium-term debt securities of 
Barclays that provide for a cash payment at maturity or upon earlier 
exchange at the holder's option, based on the performance of the Index 
subject to the adjustments described below. The principal amount of 
each Note is expected to be $50. The Notes will trade on the Exchange's 
equity trading floor, and the Exchange's existing equity trading rules 
will apply to trading in the Notes. The Notes will not have a minimum 
principal amount that will be repaid, and, accordingly, payment on the 
Notes prior to or at maturity may be less than the original issue price 
of the Notes. In fact, the value of the Index must increase for the 
investor to receive at least the $50 principal amount per Note at 
maturity or upon exchange or redemption. If the value of the Index 
decreases or does not increase sufficiently to offset the investor fee 
(described below), the investor will receive less, and possibly 
significantly less, than the $50 principal amount per Note. In 
addition, holders of the Notes will not receive any interest payments 
from the Notes. The Notes are expected to have a term of 10 to 30 
years. The Notes are not callable.\8\
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    \7\ The issuer of the Notes, Barclays, is an affiliate of an 
Exchange-listed company (Barclays PLC) and not an Exchange-listed 
company itself. However, Barclays, though an affiliate of Barclays 
PLC, would exceed the Exchange's earnings and minimum tangible net 
worth requirements in Section 102 of the Manual. Additionally, the 
Exchange states that the Notes when combined with the original issue 
price of all other Note offerings of the issuer that are listed on a 
national securities exchange (or association) does not exceed 25% of 
the issuer's net worth. Telephone conference between Florence E. 
Harmon, Senior Special Counsel, Division of Market Regulation 
(``Division''), Commission, and John Carey, Assistant General 
Counsel, Exchange, on April 11, 2006 (``April 11 Telephone 
Conference'').
    \8\ Id.
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    Holders who have not previously redeemed their Notes will receive a 
cash payment at maturity equal to the principal amount of their Notes 
times the index factor on the Final Valuation Date (as defined below) 
minus the investor fee on the Final Valuation Date. The ``index 
factor'' on any given day will be equal to the closing value of the 
Index on that day divided by the initial index level. The ``initial 
index level'' is the closing value of the Index on the date of issuance 
of the Notes (the ``Trade Date'') and the ``final index level'' is the 
closing value of the Index on the Final Valuation Date. The investor 
fee is equal to 0.75% per year times the principal amount of a holder's 
Notes times the index factor, calculated on a daily basis in the 
following manner: The investor fee on the Trade Date will equal zero. 
On each subsequent calendar day until maturity or early redemption, the 
investor fee will increase by an amount equal to 0.75% times the 
principal amount of a holder's Notes times the index factor on that day 
(or, if such day is not a trading day, the index factor on the 
immediately preceding trading day) divided by 365. The investor fee is 
the only fee holders will be charged in connection with their ownership 
of the Notes.
    Prior to maturity, holders may, subject to certain restrictions, 
redeem their Notes on any Redemption Date (defined below) during the 
term of the Notes provided that they present at least 50,000 Notes for 
redemption, or they act through a broker or other financial 
intermediaries (such as a bank or other financial institution not 
required to register as a broker-dealer to engage in securities 
transactions) that are willing to bundle their Notes for redemption 
with other investors' Notes. If a holder chooses to redeem such 
holder's Notes on a Redemption Date, such holder will receive a cash 
payment on such date equal to the principal amount of such holder's 
Notes times the index factor on the applicable Valuation Date minus the 
investor fee on the applicable Valuation Date. A ``Redemption Date'' is 
the third business day following a Valuation Date (other than the Final 
Valuation Date (defined below)). A ``Valuation Date'' is each Thursday 
from the first Thursday after issuance of the Notes until the last 
Thursday before maturity of the Notes (the ``Final Valuation Date'') 
inclusive

[[Page 34978]]

(or, if such date is not a trading day,\9\ the next succeeding trading 
day), unless the calculation agent determines that a market disruption 
event, as described below, occurs or is continuing on that day.\10\ In 
that event, the Valuation Date for the maturity date or corresponding 
Redemption Date, as the case may be, will be the first following 
trading day on which the calculation agent determines that a market 
disruption event does not occur and is not continuing. In no event, 
however, will a Valuation Date be postponed by more than five trading 
days.
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    \9\ A ``trading day'' is a day on which (i) the value of the 
Index is published by the Index Sponsor, (ii) trading is generally 
conducted on the Exchange, and (iii) trading is generally conducted 
on the markets on which the futures contracts underlying the 
GSCI[supreg] are traded, in each case as determined by the 
calculation agent in its sole discretion.
    \10\ Barclays will serve as the initial calculation agent.
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    Any of the following will be a market disruption event: (i) A 
material limitation, suspension or disruption in the trading of any 
Index component that results in a failure by the trading facility on 
which the relevant contract is traded to report a daily contract 
reference price (i.e., the price of the relevant contract that is used 
as a reference or benchmark by market participants) \11\; (ii) the 
daily contract reference price for any Index component is a ``limit 
price,'' which means that the daily contract reference price for such 
contract has increased or decreased from the previous day's daily 
contract reference price by the maximum amount permitted under the 
applicable rules or procedures of the relevant trading facility; (iii) 
failure by the Index Sponsor to publish the closing value of the Index 
or of the applicable trading facility or other price source to announce 
or publish the daily contract reference price for the Index component; 
or (iv) any other event, if the calculation agent determines in its 
sole discretion that the event materially interferes with Barclays' 
ability or the ability of any of Barclays' affiliates to unwind all or 
a material portion of a hedge with respect to the Notes that Barclays 
or Barclays' affiliates have effected or may effect as described herein 
in connection with the sale of the Notes.\12\
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    \11\ The ``daily contract reference price'' with respect to each 
contract expiration and contract is the price of the relevant 
contract, expressed in U.S. dollars, that is generally used by 
participants in the related cash or over-the-counter market as a 
benchmark for transactions related to such contract. The daily 
contract reference price may, but is not required to, be the price 
(i) used by such trading facility or related clearing facility to 
determine the margin obligations (if any) of its members or 
participants or (ii) referred to generally as the reference, closing 
or settlement price of the relevant contract. If a trading facility 
publishes a daily settlement price for a particular contract 
expiration, such settlement price will generally serve as the daily 
contract reference price for such contract expiration unless, in the 
reasonable judgment of the Index Sponsor, in consultation with the 
Policy Committee, such settlement price does not satisfy the 
criteria set forth in this definition. The daily contract reference 
price of a contract may be determined and published either by the 
relevant trading facility or by one or more third parties.
    \12\ If a ``market disruption event'' is of more than a 
temporary nature, the Exchange will fill a proposed rule change 
pursuant to Rule 19b-4. Unless approved for continued trading, the 
Exchange would commence delisting proceedings. See ``Exchange Filing 
Obligations'' infra, Telephone conversation between Florence E. 
Harmon, Senior Special Counsel, Division, Commission, and John Carey 
and Michael Cavalier, Assistant General Counsels, Exchange, on April 
10, 2006. (``April 10 Telephone Conference'').
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    If a Valuation Date is postponed by five trading days, that fifth 
day will nevertheless be the date on which the value of the Index will 
be determined by the calculation agent. In such an event, the 
calculation agent will make a good faith estimate in its sole 
discretion of the value of the Index.
    To redeem their Notes, holders must instruct their broker or other 
person through whom they hold their Notes to take the following steps:
     Deliver a notice of redemption to Barclays via e-mail by 
no later than 11:00 a.m. New York time on the business day prior to the 
applicable Valuation Date. If Barclays receives such notice by the time 
specified in the preceding sentence, it will respond by sending the 
holder a confirmation of redemption;
     Deliver the signed confirmation of redemption to Barclays 
via facsimile in the specified form by 4 p.m. New York time on the same 
day; Barclays must acknowledge receipt in order for the confirmation to 
be effective; and
     Transfer such holder's book-entry interest in its Notes to 
the trustee, the Bank of New York, on Barclays' behalf at or prior to 
10 a.m. New York time on the applicable Redemption Date (the third 
business day following the Valuation Date).\13\
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    \13\ Id.
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    If holders elect to redeem their Notes, Barclays may request that 
Barclays Capital Inc. (a broker-dealer) purchase the Notes for the cash 
amount that would otherwise have been payable by Barclays upon 
redemption. In this case, Barclays will remain obligated to redeem the 
Notes if Barclays Capital Inc. fails to purchase the Notes. Any Notes 
purchased by Barclays Capital Inc. may remain outstanding.
    If an event of default occurs and the maturity of the Notes is 
accelerated, Barclays will pay the default amount in respect of the 
principal of the Notes at maturity. The default amount for the Notes on 
any day will be an amount, determined by the calculation agent in its 
sole discretion, equal to the cost of having a qualified financial 
institution, of the kind and selected as described below, expressly 
assume all Barclays' payment and other obligations with respect to the 
Notes as of that day, and as if no default or acceleration had 
occurred, or to undertake other obligations providing substantially 
equivalent economic value to the holders of the Notes with respect to 
the Notes. That cost will equal:
     The lowest amount that a qualified financial institution 
would charge to effect this assumption or undertaking, plus
     The reasonable expenses, including reasonable attorneys' 
fees, incurred by the holders of the Notes in preparing any 
documentation necessary for this assumption or undertaking.\14 \
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    \14\ Additional information about the default provisions of the 
Notes is provided in the Exchange's Form 19b-4 and Barclays Bank PLC 
Registration Statement Form F-3 (333-126811), as amended by 
Amendment No. 1 on September 14, 2005.
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Indicative Value
    An intraday ``Indicative Value'' meant to approximate the intrinsic 
economic value of the Notes will be calculated and published via the 
facilities of the Consolidated Tape Association (``CTA'') every 15 
seconds throughout the NYSE trading day on each day on which the Notes 
are traded on the Exchange.\15\ Additionally, Barclays or an affiliate 
will calculate and publish the closing Indicative Value of the Notes on 
each trading day at http://www.ipathetn.com. In connection with the Notes, the 

term ``Indicative Value'' refers to the value at a given time based on 
the following equation:

    \15\ The Indicative Value calculation will be provided for 
reference purposes only. It is not intended as a price or quotation, 
or as an offer or solicitation for the purchase, sale, redemption or 
termination of the Notes, nor does it reflect hedging or transaction 
costs, credit considerations, market liquidity or bid-offer spreads. 
Published Index levels from the Index Sponsors may occasionally be 
subject to delay or postponement. Any such delays or postponements 
will affect the Current Index Level and therefore the Indicative 
Value of the Notes. Index levels provided by the Index Sponsors will 
not necessarily reflect the depth and liquidity of the underlying 
commodities markets. For this reason and others, the actual trading 
price of the Notes may be different from their Indicative Value.
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Indicative Value = Principal Amount per Unit X (Current Index Level / 
Initial Index Level )-Current Investor Fee

Where:
     Principal Amount per Unit = $50.
     Current Index Level = The most recent published level of 
the Index as reported by Index Sponsor.

[[Page 34979]]

     Initial Index Level = The Index level on the trade date 
for the Notes.
     Current Investor Fee = The most recent daily calculation 
of the investor fee with respect to the Notes, determined as described 
above (which, during any trading day, will be the investor fee 
determined on the preceding calendar day).

    The Indicative Value will not reflect price changes to the price of 
an underlying commodity (WTI Crude Oil) between the close of trading of 
the futures contract at the NYMEX and the close of trading on the NYSE 
at 4 p.m. ET. The value of the Notes may accordingly be influenced by 
non-concurrent trading hours between the NYSE and the New York 
Mercantile Exchange (the ``NYMEX''). While the Notes will trade on the 
NYSE from 9:30 a.m. to 4:15 p.m. ET, WTI Crude Oil futures (the futures 
contracts underlying the Index) will trade on the NYMEX from 10 a.m. to 
2:30 p.m. ET.
    While the market for futures trading WTI Crude Oil futures is open, 
the Indicative Value can be expected to closely approximate the 
redemption value of the Notes. However, during the NYSE trading hours 
when the futures contracts have ceased trading, spreads, and resulting 
premiums or discounts may widen, and therefore, increase the difference 
between the price of the Notes and their redemption value. The 
Indicative Value disseminated during the NYSE trading hours should not 
be viewed as a real time update of the redemption value.

Description of the Index

    The Index is a sub-index of the Goldman Sachs Commodity 
Index[supreg] (the ``GSCI[supreg]'') and reflects the excess returns 
that are potentially available through an unleveraged investment in the 
contracts comprising the relevant components of the Index (which 
currently includes only the WTI Crude Oil futures contract traded on 
the NYMEX), plus the Treasury Bill rate of interest that could be 
earned on funds committed to the trading of the underlying 
contracts.\16\ The value of the Index, on any given day, reflects (i) 
the price levels of the contracts included in the Goldman Sachs Crude 
Oil Total Return IndexTM (which represents the value of the 
Goldman Sachs Crude Oil Total Return IndexTM); (ii) the 
``contract daily return,'' which is the percentage change in the total 
dollar weight of the Goldman Sachs Crude Oil Total Return 
IndexTM from the previous day to the current day; and (iii) 
the Treasury Bill rate of interest that could be earned on funds 
committed to the trading of the underlying contracts.
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    \16\ The Treasury Bill rate of interest used for purposes of 
calculating the index on any day is the 91-day auction high rate for 
U.S. Treasury Bills, as reported on Telerate page 56, or any 
successor page, on the most recent of the weekly auction dates prior 
to such day.
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    In addition to the criteria described below, in order to qualify 
for inclusion in the Index, the contract must be related to WTI Crude 
Oil. As presently constituted, the only contract used to calculate the 
Index is the WTI Crude Oil futures contract traded on the NYMEX.\17\
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    \17\ If the Index Sponsor includes another commodity, other than 
WTI as described herein, the Exchange will file a proposed rule 
change pursuant to Rule 19b-4 under the Act. Unless approved for 
continued trading, the Exchange would commence delisting 
proceedings. See ``Continued Listing Criteria,'' infra. April 10 
Telephone Conference.
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    The WTI Crude Oil futures contract included in the Index changes 
each month because the contract included in the Index at any given time 
is currently required to be the WTI Crude Oil futures contract traded 
on the NYMEX with the closest expiration date (the ``front-month 
contract''). The front-month contract expires each month on the third 
business day prior to the 25th calendar day of the month. The Index 
incorporates a methodology for rolling into the contract with the next 
closest expiration date (the ``next-month contract'') each month. The 
Index gradually reduces the weighting of the front-month contract and 
increases the weighting of the next-month contract over a five business 
day period commencing on the fifth business day of the month, so that 
on the first day of the roll-over the front-month contract represents 
80% and the next-month contract represents 20% of the Index, and on the 
fifth day of the roll-over period (i.e., the ninth business day of the 
month) the next-month contract represents 100% of the Index. Over time, 
this monthly roll-over leads to the inclusion of many different 
individual WTI Crude Oil futures contracts in the Index. The 
commodities industry utilizes single-component indices because the 
purpose of a commodities index is generally to reflect the current 
market price of the index components by including the front-month 
futures contract with respect to each component, necessitating a 
continuous monthly roll-over to a new front-month contract. As the 
underlying commodity is not static but rather is represented by 
constantly changing contracts, a single commodity index actually 
contains a changing series of components and is regarded by commodities 
industry professionals as a valuable tool in tracking the change in the 
value of the underlying commodity over time.\18\
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    \18\ See Amendment No. 2, supra note 4.
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    The GSCI[supreg] is a proprietary index on a production-weighted 
basket of futures contracts on physical commodities traded on trading 
facilities in major industrialized countries.\19\ The GSCI[supreg] is 
designed to be a measure of the performance over time of the markets 
for these commodities. The Exchange states that the only commodities 
represented in the GSCI[supreg] are those physical commodities on which 
active and liquid contracts are traded on trading facilities in major 
industrialized countries. The commodities represented in the 
GSCI[supreg] are weighted, on a production basis, to reflect their 
relative significance (in the view of the Index Sponsor, in 
consultation with the Policy Committee) to the world economy. The 
fluctuations in the value of the GSCI[supreg] are intended generally to 
correlate with changes in the prices of such physical commodities in 
global markets. The value of the GSCI[supreg] has been normalized such 
that its hypothetical level on January 2, 1970 was 100. Futures 
contracts on the GSCI[supreg], and options on such futures contracts, 
are currently listed for trading on the Chicago Mercantile Exchange.
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    \19\ The Exchange states that futures contracts on physical 
commodities and commodity indices are traded on regulated futures 
exchanges. Futures exchanges in the United States are subject to 
regulation by the Commodity Futures Trading Commission.
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    The contracts to be included in the GSCI[supreg] at any given time 
must satisfy several sets of eligibility criteria established by the 
Index Sponsor. First, the Index Sponsor identifies those contracts that 
meet the general criteria for eligibility. Second, the contract volume 
and weight requirements are applied, and the number of contracts is 
determined, which serves to reduce the list of eligible contracts. At 
that point, the list of designated contracts for the relevant period is 
complete. The composition of the GSCI[supreg] is also reviewed on a 
monthly basis by the Index Sponsor.\20\
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    \20\ The Index Sponsor has (i) implemented and maintains 
procedures reasonably designed to prevent the use and dissemination 
by personnel of the Index Sponsor, in violation of applicable laws, 
rules and regulations, of material non-public information relating 
to changes in the composition or method of computation or 
calculation of the Index and (ii) periodically checks the 
application of such procedures as they relate to such personnel of 
the Index Sponsor directly responsible for such changes. Telephone 
conference between Florence Harmon, Senior Special Counsel, 
Division, Commission, and John Carey, Assistant General Counsel, 
Exchange on May 18, 2006 (``May 18th Telephone Conference''); 
telephone conversation between Florence Harmon, Senior Special 
Counsel, Division, Commission; John Carey, Assistant General 
Counsel, Exchange; and Michael Cavalier, Assistant General Counsel, 
Exchange, on April 14, 2006.

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[[Page 34980]]

    Set forth below is a summary of the composition of and the 
methodology used to calculate the GSCI[supreg] as of this date. The 
methodology for determining the composition and weighting of the 
GSCI[supreg] and for calculating its value is subject to modification 
in a manner consistent with the purposes of the GSCI[supreg]. However, 
the Exchange would have to file a proposed rule change pursuant to Rule 
19b-4,\21\ seeking Commission approval to continue trading the Notes. 
Unless approved for continued listing, the Exchange would commence 
delisting proceedings.\22\
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    \21\ CFR 240.19b-4.
    \22\ See ``Continued Listing Criteria,'' infra. April 10 
Telephone Conference.
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    The Index Sponsor makes the official calculations of the Index (and 
the GSCI[supreg]). While the intraday and closing values of the Index 
(and the GSCI[supreg]) are calculated by Goldman, Sachs & Co., a 
broker-dealer, a number of factors provide for the independent 
verification of these intraday and closing values \23\ This calculation 
is performed continuously and is reported on Reuters page GSCI[supreg] 
(or any successor or replacement page) and will be updated on Reuters 
at least every 15 seconds \24\ during business hours on each day on 
which the offices of the Index Sponsor in New York City are open for 
business (a ``GSCI Business Day'').\25\ The settlement price for the 
Index is also reported on Reuters page GSCI[supreg] (or any successor 
or replacement page) on each GSCI Business Day between 4 p.m. and 6 
p.m., New York time. The Notes will only trade on the Exchange on days 
when the Index (and GSCI) are disseminated at least every 15 
seconds.\26\
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    \23\ The Index Sponsor calculates the level of the Index 
intraday and atthe end of the day. The intraday calculation is based 
on feeds of real-time data relating to the underlying commodities 
and updates intermittently at least every 15 seconds. In the 
GSCI[supreg] market, trades are quoted or settled against the end-
of-day value, not against the value at any other particular time of 
the day. With respect to the end-of-day closing level of the index, 
the Index Sponsor uses independent feeds from at least two vendors 
for each of the underlying commodities in the index to verify 
closing prices and limit moves. A number of commodities market 
participants independently verify the correctness of the 
disseminated intraday Index value and closing Index value. 
Additionally, the closing Index values are audited by a major 
independent accounting firm. The ``rolling'' of the front-month 
contract in the Index is also disclosed. See surpa, May 18 Telephone 
Conference.
    \24\ Telephone conference between Michou H.M. Nguyen, 
SpecialCounsel, Division, Commission, and John Carey, Assistant 
General Counsel, Exchange on June 8, 2006.
    \25\ Additionally, this intraday index value of the Index will 
be updatedand disseminated at least every 15 seconds by a major 
market data vendor during the time the Notes trade on the Exchange. 
April 13 Telephone Conference. The intraday information with respect 
to the Index (and GSCI[supreg]) reported on Reuters is derived 
solely from trading prices on the principal trading markets for the 
various Index components. For example, the Index currently includes 
contracts traded on NYMEX, which as a trading day that ends prior to 
the NYSE trading day. During the portion of the New York trading day 
when NYMEX is closed, the last reported prices for Index Components 
traded on NYMEX are used to calculate the intraday Index information 
disseminated on Reuters.
    \26\ Telephone conference between Michou H.M. Nguyen, 
SpecialCounsel, Division, Commission, and John Carey, Assistant 
General Counsel, Exchange on June 8, 2006.
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Index Disruptions

    The Index is determined, calculated, and maintained solely by the 
Index Sponsor. If the Index Sponsor discontinues publication of the 
Index and it or any other person or entity publishes a substitute index 
that the calculation agent determines is comparable to the Index and 
approves as a successor index, then the calculation agent will 
determine the value of the Index on the applicable Valuation Date and 
the amount payable at maturity or upon redemption by reference to such 
successor index.\27\
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    \27\ In such case, the Exchange will file a proposed rule change 
pursuant to Rule 19b-4 under the Act. Unless approved for continued 
trading, the Exchange would commence delisting proceedings. See 
``Continued Listing Criteria,'' infra. April 10 Telephone 
Conference.
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    If the calculation agent determines that the publication of the 
Index is discontinued and that there is no successor index, or that the 
closing value of the Index is not available because of a market 
disruption event (as defined below) or for any other reason, on the 
date on which the value of the Index is required to be determined, or 
if for any other reason the Index is not available to Barclays or the 
calculation agent on the relevant date, the calculation agent will 
determine the amount payable by a computation methodology that the 
calculation agent determines will as closely as reasonably possible 
replicate the Index.\28\
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    \28\ Id.
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    If the calculation agent determines that the Index, the Index 
components, or the method of calculating the Index has been changed at 
any time in any respect--including any addition, deletion or 
substitution and any reweighting or rebalancing of Index components, 
and whether the change is made by the Index Sponsor under its existing 
policies or following a modification of those policies, is due to the 
publication of a successor index, is due to events affecting one or 
more of the Index components, or is due to any other reason--then the 
calculation agent will be permitted (but not required) to make such 
adjustments to the Index or method of calculating the Index as it 
believes are appropriate to ensure that the value of the Index used to 
determine the amount payable on the maturity date or upon redemption is 
equitable.\29\
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    \29\ Id.
---------------------------------------------------------------------------

    The Exchange states that all determinations and adjustments to be 
made by the calculation agent with respect to the value of the Index 
and the amount payable at maturity or upon redemption or otherwise 
relating to the value of the Index may be made by the calculation agent 
in its sole discretion.\30\
---------------------------------------------------------------------------

    \30\ Id.
---------------------------------------------------------------------------

The Policy Committee
    The Index Sponsor has established a Policy Committee to assist it 
with the operation of the GSCI[supreg]. The principal purpose of the 
Policy Committee is to advise the Index Sponsor with respect to, among 
other things, the calculation of the GSCI[supreg], the effectiveness of 
the GSCI[supreg] as a measure of commodity futures market performance, 
and the need for changes in the composition or the methodology of the 
GSCI[supreg]. The Policy Committee acts solely in an advisory and 
consultative capacity. All decisions with respect to the composition, 
calculation, and operation of the GSCI[supreg] and the Index are made 
by the Index Sponsor.
    The Index Sponsor, Goldman, Sachs & Co., which calculates and 
maintains the GSCI[supreg] and the Index, is a broker-dealer. 
Therefore, appropriate firewalls must exist around the personnel who 
have access to information concerning changes and adjustment to an 
index and the trading personnel of the broker-dealer. Accordingly, the 
Index Sponsor has represented to the Exchange that it (i) has 
implemented and maintained procedures reasonably designed to prevent 
the use and dissemination by personnel of the Index Sponsor, in 
violation of applicable laws, rules and regulations, of material non-
public information relating to changes in the composition or method of 
computation or calculation of the Index and (ii) periodically checks 
the application of such procedures as they relate to such personnel of 
the Index Sponsor directly responsible for such changes. In addition, 
the Policy Committee members are subject to written policies with 
respect to material, non-public information.\31\
---------------------------------------------------------------------------

    \31\ Telephone conference between Florence Harmon, Senior 
SpecialCounsel, Division, Commission, and John Carey, Assistant 
General Counsel, Exchange on May 18, 2006; telephone conversation 
between Florence Harmon, Senior Special Counsel, Division, 
Commission; John Carey, Assistant General Counsel, Exchange; and 
Michael Cavalier, Assistant General Counsel, Exchange, on April 14, 
2006.

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

[[Page 34981]]

    The Policy Committee generally meets in October of each year. Prior 
to the meeting, the Index Sponsor determines the contracts to be 
included in the GSCI[supreg] for the following calendar year and the 
weighting factors for each commodity. The Policy Committee's members 
receive the proposed composition of the GSCI[supreg] in advance of the 
meeting and discuss the composition at the meeting. The Index Sponsor 
also consults the Policy Committee on any other significant matters 
with respect to the calculation and operation of the GSCI[supreg]. The 
Policy Committee may, if necessary or practicable, meet at other times 
during the year as issues arise that warrant its consideration.
    The Policy Committee currently consists of eight persons, three of 
whom are employees of the Index Sponsor or its affiliates and five of 
whom are not affiliated with the Index Sponsor.\32\
---------------------------------------------------------------------------

    \32\ The current members of the Policy Committee who are 
affiliatedwith the Index Sponsor are Peter O'Hagan, Steven Strongin, 
and Laurie Ferber, each of whom is a Managing Director of Goldman, 
Sachs & Co. The current non-affiliated members and their 
affiliations are: Richard Redding (Chicago Mercantile Exchange), 
Kenneth A. Froot (finance professor at the Harvard Business School), 
Dan Kelly (Harvard Management Company), Jelle Beenen (PGGM), and 
Tham Chiew Kit (GIC). As stated, the Policy Committee are subject to 
written policies with respect to material, non-public information. 
Telephone conference between Florence Harmon, Senior Special 
Counsel, Division, Commission, and Michael Cavalier, Assistant 
General Counsel, Exchange, on April 14, 2006.
---------------------------------------------------------------------------

Composition of GSCI
    In order to be included in the GSCI[supreg], thus, the Index, a 
contract must satisfy the following eligibility criteria: \33\
---------------------------------------------------------------------------

    \33\ WTI crude oil futures traded on NYMEX, the sole component 
of the Index satisfy the criteria described herein.
---------------------------------------------------------------------------

    (1) The contract must:
     Be in respect of a physical commodity (rather than a 
financial commodity);
     Have a specified expiration or term, or provide in some 
other manner for delivery or settlement at a specified time, or within 
a specified period, in the future; and
     At any given point in time, be available for trading at 
least five months prior to its expiration or such other date or time 
period specified for delivery or settlement.
    (2) The commodity must be the subject of a contract that:
     Is denominated in U.S. dollars; and
     Is traded on or through an exchange, facility or other 
platform (referred to as a ``trading facility'') that has its principal 
place of business or operations in a country which is a member of the 
Organization for Economic Cooperation and Development \34\ and:
---------------------------------------------------------------------------

    \34\ 34 The Organization for Economic Cooperation and 
Development has 30 member countries: Australia, Austria, Belgium, 
Canada, Czech Republic, Denmark, Finland, France, Germany, Greece, 
Hungary, Iceland, Ireland, Italy, Japan, Korea, Luxembourg, Mexico, 
Netherlands, New Zealand, Norway, Poland, Portugal, Slovak Republic, 
Spain, Sweden, Switzerland, Turkey, United Kingdom, and the United 
States.
---------------------------------------------------------------------------

     Makes price quotations generally available to its members 
or participants (and, if the Index Sponsor is not such a member or 
participant, to the Index Sponsor) in a manner and with a frequency 
that is sufficient to provide reasonably reliable indications of the 
level of the relevant market at any given point in time;
     Makes reliable trading volume information available to the 
Index Sponsor with at least the frequency required by the Index Sponsor 
to make the monthly determinations;
     Accepts bids and offers from multiple participants or 
price providers; and
     Is accessible by a sufficiently broad range of 
participants.
    (3) The daily contract reference price for the relevant contract 
generally must have been available on a continuous basis for at least 
two years prior to the proposed date of inclusion in the GSCI[supreg]. 
In appropriate circumstances, however, the Index Sponsor may determine 
that a shorter time period is sufficient or that historical daily 
contract reference prices for such contract may be derived from daily 
contract reference prices for a similar or related contract. The daily 
contract reference price may be (but is not required to be) the 
settlement price or other similar price published by the relevant 
trading facility for purposes of margining transactions or for other 
purposes.
    (4) At and after the time a contract is included in the 
GSCI[supreg], the daily contract reference price for such contract must 
be published between 10 a.m. and 4 p.m., New York time, on each 
GSCI[supreg] Business Day relating to such contract by the trading 
facility on or through which it is traded and must generally be 
available to all members of, or participants in, such facility (and, if 
the Index Sponsor is not such a member or participant, to the Index 
Sponsor) on the same day from the trading facility or through a 
recognized third-party data vendor. Such publication must include, at 
all times, daily contract reference prices for at least one expiration 
or settlement date that is five months or more from the date the 
determination is made, as well as for all expiration or settlement 
dates during such five-month period.
    (5) Volume data with respect to such contract must be available for 
at least the three months immediately preceding the date on which the 
determination is made.
    (6) A contract that is not included in the GSCI[supreg] at the time 
of determination and that is based on a commodity that is not 
represented in the GSCI[supreg] at such time must, in order to be added 
to the GSCI[supreg] at such time, have a total dollar value traded, 
over the relevant period, as the case may be and annualized, of at 
least U.S. $15 billion. The total dollar value traded is the dollar 
value of the total quantity of the commodity underlying transactions in 
the relevant contract over the period for which the calculation is 
made, based on the average of the daily contract reference prices on 
the last day of each month during the period.
    (7) A contract that is already included in the GSCI[supreg] at the 
time of determination and that is the only contract on the relevant 
commodity included in the GSCI[supreg] must, in order to continue to be 
included in the GSCI[supreg] after such time, have a total dollar value 
traded, over the relevant period, as the case may be and annualized, of 
at least U.S. $5 billion and at least U.S. $10 billion during at least 
one of the three most recent annual periods used in making the 
determination.
    (8) A contract that is not included in the GSCI[supreg] at the time 
of determination and that is based on a commodity on which there are 
one or more contracts already included in the GSCI[supreg] at such time 
must, in order to be added to the GSCI[supreg] at such time, have a 
total dollar value traded, over the relevant period, as the case may be 
and annualized, of at least U.S. $30 billion.
    (9) A contract that is already included in the GSCI[supreg] at the 
time of determination and that is based on a commodity on which there 
are one or more contracts already included in the GSCI[supreg] at such 
time must, in order to continue to be included in the GSCI[supreg] 
after such time, have a total dollar value traded, over the relevant 
period, as the case may be and annualized, of at least U.S. $10 billion 
and at least U.S. $20 billion during at least one of the three most 
recent annual periods used in making the determination.
    (10) A contract that is already included in the GSCI[supreg] at the 
time of determination must, in order to continue to be included after 
such time, have a reference percentage dollar

[[Page 34982]]

weight of at least 0.10%. The reference percentage dollar weight of a 
contract is determined by multiplying the CPW (defined below) of a 
contract by the average of its daily contract reference prices on the 
last day of each month during the relevant period. These amounts are 
summed for all contracts included in the GSCI[supreg] and each 
contract's percentage of the total is then determined.
    (11) A contract that is not included in the GSCI[supreg] at the 
time of determination must, in order to be added to the GSCI[supreg] at 
such time, have a reference percentage dollar weight of at least 1.00%.
    (12) In the event that two or more contracts on the same commodity 
satisfy the eligibility criteria, such contracts will be included in 
the GSCI[supreg] in the order of their respective total quantity traded 
during the relevant period (determined as the total quantity of the 
commodity underlying transactions in the relevant contract), with the 
contract having the highest total quantity traded being included first, 
provided that no further contracts will be included if such inclusion 
would result in the portion of the GSCI[supreg] attributable to such 
commodity exceeding a particular level. If additional contracts could 
be included with respect to several commodities at the same time, that 
procedure is first applied with respect to the commodity that has the 
smallest portion of the GSCI[supreg] attributable to it at the time of 
determination. Subject to the other eligibility criteria set forth 
above, the contract with the highest total quantity traded on such 
commodity will be included. Before any additional contracts on the same 
commodity or on any other commodity are included, the portion of the 
GSCI[supreg] attributable to all commodities is recalculated. The 
selection procedure described above is then repeated with respect to 
the contracts on the commodity that then has the smallest portion of 
the GSCI[supreg] attributable to it.
    The quantity of each of the contracts included in the GSCI[supreg] 
is determined on the basis of a five-year average (referred to as the 
``world production average'') of the production quantity of the 
underlying commodity as published by the United Nations Statistical 
Yearbook, the Industrial Commodity Statistics Yearbook, and other 
official sources. However, if a commodity is primarily a regional 
commodity, based on its production, use, pricing, transportation or 
other factors, the Index Sponsor may calculate the weight of such 
commodity based on regional, rather than world, production data.
    The five-year moving average is updated annually for each commodity 
included in the GSCI[supreg], based on the most recent five-year period 
(ending approximately two years prior to the date of calculation and 
moving backwards) for which complete data for all commodities is 
available. The contract production weights (the ``CPW'') used in 
calculating the GSCI[supreg] are derived from world or regional 
production averages, as applicable, of the relevant commodities, and 
are calculated based on the total quantity traded for the relevant 
contract and the world or regional production average, as applicable, 
of the underlying commodity.
    However, if the volume of trading in the relevant contract, as a 
multiple of the production levels of the commodity, is below specified 
thresholds, the CPW of the contract is reduced until the threshold is 
satisfied. This is designed to ensure that trading in each such 
contract is sufficiently liquid relative to the production of the 
commodity.
    In addition, the Index Sponsor performs this calculation on a 
monthly basis, and, if the multiple of any contract is below the 
prescribed threshold, the composition of the GSCI[supreg] is 
reevaluated, based on the criteria and weighting procedure described 
above. This procedure is undertaken to allow the GSCI[supreg] to shift 
from contracts that have lost substantial liquidity into more liquid 
contracts during the course of a given year. As a result, it is 
possible that the composition or weighting of the GSCI[supreg] will 
change on one or more of these monthly Valuation Dates. In addition, 
regardless of whether any changes have occurred during the year, the 
Index Sponsor reevaluates the composition of the GSCI[supreg] at the 
conclusion of each year, based on the above criteria. Other commodities 
that satisfy such criteria, if any, will be added to the GSCI[supreg]. 
Commodities included in the GSCI[supreg] which no longer satisfy such 
criteria, if any, will be deleted.
    The Index Sponsor also determines whether modifications in the 
selection criteria or the methodology for determining the composition 
and weights of and for calculating the GSCI[supreg] are necessary or 
appropriate in order to assure that the GSCI[supreg] represents a 
measure of commodity market performance. The Index Sponsor has the 
discretion to make any such modifications.\35\
---------------------------------------------------------------------------

    \35\ In such case, the Exchange will file a proposed rule change 
pursuant to Rule 19b-4 under the Act. Unless approved for continued 
trading, the Exchange would commence delisting proceedings. See 
``Continued Listing Criteria,'' infra. April 10 Telephone 
Conference.
---------------------------------------------------------------------------

GSCI[supreg] Contract Expirations
    Because the GSCI[supreg] is comprised of actively traded contracts 
with scheduled expirations, it can only be calculated by reference to 
the prices of contracts for specified expiration, delivery or 
settlement periods, referred to as ``contract expirations.'' The 
contract expirations included in the GSCI[supreg] for each commodity 
during a given year are designated by the Index Sponsor, provided that 
each such contract must be an ``active contract.'' An ``active 
contract'' for this purpose is a liquid, actively traded contract 
expiration, as defined or identified by the relevant trading facility 
or, if no such definition or identification is provided by the relevant 
trading facility, as defined by standard custom and practice in the 
industry. The relative liquidity of the various active contracts is one 
of the factors that may be taken into consideration in determining 
which of them the Index Sponsor includes in the Index.
    If a trading facility deletes one or more contract expirations, the 
GSCI[supreg] will be calculated during the remainder of the year in 
which such deletion occurs on the basis of the remaining contract 
expirations designated by the Index Sponsor. If a trading facility 
ceases trading in all contract expirations relating to a particular 
contract, the Index Sponsor may designate a replacement contract on the 
commodity. The replacement contract must satisfy the eligibility 
criteria for inclusion in the GSCI[supreg]. To the extent practicable, 
the replacement will be effected during the next monthly review of the 
composition of the index. If that timing is not practicable, the Index 
Sponsor will determine the date of the replacement and will consider a 
number of factors, including the differences between the existing 
contract and the replacement contract with respect to contractual 
specifications and contract expirations.
Value of the GSCI[supreg]
    The value of the GSCI[supreg] on any given day is equal to the 
total dollar weight of the GSCI[supreg] divided by a normalizing 
constant that assures the continuity of the GSCI[supreg] over time. The 
total dollar weight of the GSCI[supreg] is the sum of the dollar weight 
of each Index component. The dollar weight of each such Index component 
on any given day is equal to:
     The daily contract reference price,
     Multiplied by the appropriate CPWs, and

[[Page 34983]]

     During a roll period, the appropriate ``roll weights'' 
(discussed below).
    The daily contract reference price used in calculating the dollar 
weight of each Index component on any given day is the most recent 
daily contract reference price made available by the relevant trading 
facility, except that the daily contract reference price for the most 
recent prior day will be used if the exchange is closed or otherwise 
fails to publish a daily contract reference price on that day. In 
addition, if the trading facility fails to make a daily contract 
reference price available or publishes a daily contract reference price 
that, in the reasonable judgment of the Index Sponsor, reflects 
manifest error, the relevant calculation will be delayed until the 
price is made available or corrected. However, if the price is not made 
available or corrected by 4 p.m. New York City time, the Index Sponsor, 
if it deems such action to be appropriate under the circumstances, will 
determine the appropriate daily contract reference price for the 
applicable futures contract in its reasonable judgment for purposes of 
the relevant GSCI[supreg] calculation.\36\
---------------------------------------------------------------------------

    \36\ If such actions by the Index Sponsor are implemented on 
more than a temporary basis, the Exchange will contact the 
Commission Staff and, as necessary, file a proposed rule change 
pursuant to Rule 19b-4 seeking Commission approval to continue to 
trade the Shares. Unless approved for continued trading, the 
Exchange would commence delisting proceedings. See ``Continued 
Listing Criteria,'' infra. April 10 Telephone Conference.
---------------------------------------------------------------------------

Contract Daily Return
    The contract daily return on any given day is equal to the sum, for 
each of the commodities included in the GSCI[supreg], of the applicable 
daily contract reference price on the relevant contract multiplied by 
the appropriate CPW and the appropriate ``roll weight,'' divided by the 
total dollar weight of the GSCI[supreg] on the preceding day, minus 
one.
    The ``roll weight'' of each commodity reflects the fact that the 
positions in contracts must be liquidated or rolled forward into more 
distant contract expirations as they approach expiration. If actual 
positions in the relevant markets were rolled forward, the roll would 
likely need to take place over a period of days. Since the GSCI[supreg] 
is designed to replicate the performance of actual investments in the 
underlying contracts, the rolling process incorporated in the 
GSCI[supreg] also takes place over a period of days at the beginning of 
each month (referred to as the ``roll period''). On each day of the 
roll period, the ``roll weights'' of the first nearby contract 
expirations on a particular commodity and the more distant contract 
expiration into which it is rolled are adjusted, so that the 
hypothetical position in the contract on the commodity that is included 
in the GSCI[supreg] is gradually shifted from the first nearby contract 
expiration to the more distant contract expiration.\37\
---------------------------------------------------------------------------

    \37\ The CPWs are available in the GSCI[supreg] manual on the 
GSCI[supreg] Web site (http://www.gs.com/gsci) and are published on 

Reuters. The roll weights are not published but can be determined 
from the rules in the GSCI Manual. May 18 Telephone Conference.
---------------------------------------------------------------------------

    If on any day during a roll period any of the following conditions 
exists, the portion of the roll that would have taken place on that day 
is deferred until the next day on which such conditions do not exist:
     No daily contract reference price is available for a given 
contract expiration;
     Any such price represents the maximum or minimum price for 
such contract month, based on exchange price limits (referred to as a 
``Limit Price'');
     The daily contract reference price published by the 
relevant trading facility reflects manifest error, or such price is not 
published by 4 p.m., New York City time. In that event, the Index 
Sponsor may, but is not required to, determine a daily contract 
reference price and complete the relevant portion of the roll based on 
such price; provided, that, if the trading facility publishes a price 
before the opening of trading on the next day, the Index Sponsor will 
revise the portion of the roll accordingly; or
     Trading in the relevant contract terminates prior to its 
scheduled closing time.
    If any of these conditions exist throughout the roll period, the 
roll with respect to the affected contract, will be effected in its 
entirety on the next day on which such conditions no longer exist.
Value of the Index
    The Exchange now describes the value of the Index (as opposed to 
the above description of the GSCI) which the Notes are designed to 
track. The value of the Index (which is based on the WTI crude oil 
futures traded on NYMEX) on any GSCI Business Day is equal to the 
product of (1) the value of the Index on the immediately preceding GSCI 
Business Day multiplied by (2) one plus the sum of the contract daily 
return and the Treasury Bill return on the GSCI Business Day on which 
the calculation is made multiplied by (3) one plus the Treasury Bill 
return for each non-GSCI Business Day since the immediately preceding 
GSCI Business Day. The Treasury Bill return is the return on a 
hypothetical investment in the GSCI[supreg] at a rate equal to the 
interest rate on a specified U.S. Treasury Bill. The initial value of 
the GSCI[supreg] was normalized such that its hypothetical level on 
January 2, 1970 was 100.
Continued Listing Criteria
    The Exchange prohibits the initial and/or continued listing of any 
security that is not in compliance with Rule 10A-3 under the Act.\38\
---------------------------------------------------------------------------

    \38\ 17 CFR 240.10A-3; see also 15 U.S.C. 78a.
---------------------------------------------------------------------------

    The Exchange will delist the Notes:
     If, following the initial twelve month period from the 
date of commencement of trading of the Notes, the Notes have more than 
60 days remaining until maturity and (i) there are fewer than 50 
beneficial holders of the Notes for 30 or more consecutive trading 
days; (ii) if fewer than 50,000 Notes remain issued and outstanding; or 
(iii) if the market value of all outstanding Notes is less than 
$1,000,000;
     If the Index value ceases to be calculated or available 
during the time the Notes trade on the Exchange on at least every 15 
second basis through one or more major market data vendors; \39\
---------------------------------------------------------------------------

    \39\ The Exchange confirmed that the Index value (along with the 
GSCI[supreg] index value) will be disseminated at least every 15 
seconds by one or more major market data vendors during the time the 
Notes trade on the Exchange. The Exchange also confirmed these 
indexes have daily settlement values that are widely disclosed. 
Telephone conference between Florence E. Harmon, Senior Special 
Counsel, Division, Commission, and Michael Cavalier, Assistant 
General Counsel, Exchange, on April 13, 2006; telephone conference 
between Michou H.M. Nguyen, Special Counsel, Division, Commission, 
and John Carey, Assistant General Counsel, Exchange, on June 8, 
2006.
---------------------------------------------------------------------------

     If, during the time the Notes trade on the Exchange, the 
Indicative Value ceases to be available on a 15 second delayed basis; 
or
     If such other event shall occur or condition exists which 
in the opinion of the Exchange makes further dealings on the Exchange 
inadvisable.
     If the Index ceases in whole or in part to be based on the 
WTI Crude Oil futures contract traded on the NYMEX.\40\
---------------------------------------------------------------------------

    \40\ See Amendment No. 2, supra note 4.
---------------------------------------------------------------------------

Exchange Filing Obligations
    The Exchange will file a proposed rule change pursuant to Rule 19b-
4 \41\ under the Act, which the Commission must approve, to permit 
continued trading of the Notes, if:
---------------------------------------------------------------------------

    \41\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

     The Index Sponsor substantially changes either the Index 
component

[[Page 34984]]

selection methodology or the weighting methodology; \42\
---------------------------------------------------------------------------

    \42\ This would include inclusion in the Index of instruments 
traded on an electronic platform, rather than a traditional futures 
exchange.
---------------------------------------------------------------------------

     If a new component is added to the Index with whose 
principal trading market the Exchange does not have a comprehensive 
surveillance sharing agreement; \43\ or
---------------------------------------------------------------------------

    \43\ The Exchange will contact the Commission staff whenever the 
Index Sponsor adds a new component to the Index using pricing 
information from a market with which the Exchange does not have a 
previously existing information sharing agreement or switches to 
using pricing information from such a market with respect to an 
existing component. In such circumstances, the Exchange will discuss 
with the Commission staff whether a filing under Rule 19b-4 is 
necessary.
---------------------------------------------------------------------------

     If a successor or substitute index is used in connection 
with the Notes. The filing will address, among other things the listing 
and trading characteristics of the successor or substitute index and 
the Exchange's surveillance procedures applicable thereto.
     If a ``market disruption event'' occurs that is of more 
than a temporary nature.
Trading Rules
    The Exchange's existing equity trading rules will apply to trading 
of the Notes. The Notes will be subject to the equity margin rules of 
the NYSE.\44\
---------------------------------------------------------------------------

    \44\ See NYSE Rule 431.
---------------------------------------------------------------------------

    (1) Trading Halts
    The Exchange will cease trading the Notes if there is a halt or 
disruption in the dissemination of the Index value or the Indicative 
Value.\45\ The Exchange will also cease trading the Notes if a ``market 
disruption event'' occurs that is of more than a temporary nature.\46\ 
In the event that the Exchange is open for business on a day that is 
not a GSCI Business Day, the Exchange will not permit trading of the 
Notes on that day.
---------------------------------------------------------------------------

    \45\ In the event the Index value or Indicative Value is no 
longer calculated or disseminated, the Exchange would immediately 
contact the Commission to discuss measures that may be appropriate 
under the circumstances.
    \46\ In the event a ``market disruption event'' occurs that is 
of more than a temporary nature, the Exchange would immediately 
contact the Commission to discuss measures that may be appropriate 
under the circumstances.
---------------------------------------------------------------------------

    (2) Specialist Trading Obligations
    Pursuant to new Supplementary Material .10 to NYSE Rule 1301B,\47\ 
the provisions of NYSE Rule 1300B(b) and NYSE Rule 1301B apply to 
certain securities listed on the Exchange pursuant to Section 703.19 
(``Other Securities'') of the Exchange's Manual, including the Notes. 
Specifically, NYSE Rules 1300B(b) and 1301B will apply to securities 
listed under Section 703.19 where the price of such securities is based 
in whole or part on the price of (i) a commodity or commodities, (ii) 
any futures contracts or other derivatives based on a commodity or 
commodities; or (iii) any index based on either (a) or (b) above.
---------------------------------------------------------------------------

    \47\ See Amendment No. 1 to SR-NYSE-2006-17, filed with the 
Commission on March 24, 2006.
---------------------------------------------------------------------------

    As a result of application of NYSE Rule 1300B(b), the specialist in 
the Notes, the specialist's member organization and other specified 
persons will be prohibited under paragraph (m) of NYSE Rule 105 
Guidelines from acting as market maker or functioning in any capacity 
involving market-making responsibilities in the Index components, the 
commodities underlying the Index components, or options, futures or 
options on futures on the Index, or any other derivatives 
(collectively, ``derivative instruments'') based on the Index or based 
on any Index component or any physical commodity underlying an Index 
component. If the member organization acting as specialist in the Notes 
is entitled to an exemption under NYSE Rule 98 from paragraph (m) of 
NYSE Rule 105 Guidelines, then that member organization could act in a 
market making capacity in the Index components, the commodities 
underlying the Index components, or derivative instruments based on the 
Index or based on any Index component or commodity underlying an Index 
component, other than as a specialist in the Notes themselves, in 
another market center.
    Under NYSE Rule 1301B(a), the member organization acting as 
specialist in the Notes (1) will be obligated to conduct all trading in 
the Notes in its specialist account, (subject only to the ability to 
have one or more investment accounts, all of which must be reported to 
the Exchange), (2) will be required to file with the Exchange and keep 
current a list identifying all accounts for trading in the Index 
components or the physical commodities underlying the Index components, 
or derivative instruments based on the Index or based on the Index 
components or the physical commodities underlying the Index components, 
which the member organization acting as specialist may have or over 
which it may exercise investment discretion, and (3) will be prohibited 
from trading in the Index components or the physical commodities 
underlying the Index components, or derivative instruments based on the 
Index or based on the Index components or the physical commodities 
underlying the Index components, in an account in which a member 
organization acting as specialist, controls trading activities which 
have not been reported to the Exchange as required by NSYE Rule 1301B.
    Under NYSE Rule 1301B(b), the member organization acting as 
specialist in the Notes will be required to make available to the 
Exchange such books, records or other information pertaining to 
transactions by the member organization and other specified persons for 
its or their own accounts in the Index components or the physical 
commodities underlying the Index components, or derivative instruments 
based on the Index or based on the Index components or the physical 
commodities underlying the Index components, as may be requested by the 
Exchange. This requirement is in addition to existing obligations under 
Exchange rules regarding the production of books and records.
    Under NYSE Rule 1301B(c), in connection with trading the Index 
components or the physical commodities underlying the Index components, 
or derivative instruments based on the Index or based on the Index 
components or the physical commodities underlying the Index components, 
the specialist could not use any material nonpublic information 
received from any person associated with a member or employee of such 
person regarding trading by such person or employee in the Index 
components or the physical commodities underlying the Index components, 
or derivative instruments based on the Index or based on the Index 
components or the physical commodities underlying the Index 
components.\48\
---------------------------------------------------------------------------

    \48\ See Amendment No. 1, supra note 3.
---------------------------------------------------------------------------

Surveillance
    The Exchange represents that its surveillance procedures are 
adequate to properly monitor the trading of the Notes and the Index 
components. The Exchange will rely upon existing NYSE surveillance 
procedures governing equities with respect to surveillance of the 
Notes.
    Additionally, the Exchange is a party to an information sharing 
agreement with the NYMEX, pursuant to which the NYMEX is obligated to 
provide the Exchange with access to transaction information, including 
customer identity information with respect to all contracts traded on 
the NYMEX and the COMEX, a subsidiary of the NYMEX.
    The Exchange believes that these procedures are adequate to monitor 
Exchange trading of the Notes and to detect violations of NYSE rules, 
consequently deterring manipulation. In this regard, the Exchange has 
the

[[Page 34985]]

authority under NYSE Rules 476 and 1301B(b) to request the Exchange 
specialist in the Notes to provide NYSE Regulation with information 
that the specialist uses in connection with pricing the Notes on the 
Exchange, including specialist, proprietary or other information 
regarding securities, commodities, futures, options on futures or other 
derivative instruments. The Exchange believes it also has authority to 
request any other information from its members--including floor 
brokers, specialists, and ``upstairs'' firms--to fulfill its regulatory 
obligations.
Suitability
    Pursuant to NYSE Rule 405, the Exchange will impose a duty of due 
diligence on its members and member firms to learn the essential facts 
relating to every customer prior to trading the Notes.\49\ With respect 
to suitability recommendations and risks, the Exchange will require 
members, member organizations, and employees thereof recommending a 
transaction in the Notes: (1) To determine that such transaction is 
suitable for the customer, and (2) to have a reasonable basis for 
believing that the customer can evaluate the special characteristics 
of, and is able to bear the financial risks of, such transaction.
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    \49\ NYSE Rule 405 requires that every member, member firm or 
member corporation use due diligence to learn the essential facts 
relative to every customer and to every order or account accepted.
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Information Memorandum
    The Exchange will, prior to trading the Notes, distribute a 
memorandum to the membership providing guidance with regard to member 
firm compliance responsibilities (including suitability 
recommendations) when handling transactions in the Notes. The 
information memorandum will note to members language in the prospectus 
used by Barclays in connection with the sale of the Notes regarding 
prospectus delivery requirements for the Notes. Specifically, in the 
initial distribution of the Notes,\50\ and during any subsequent 
distribution of the Notes, NYSE members will deliver a prospectus to 
investors purchasing from such distributors.\51\
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    \50\ The Registration Statement reserves the right to do 
subsequent distributions of these Notes.
    \51\ April 10 Telephone Conference.
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    The information memorandum will discuss the special characteristics 
and risks of trading this type of security. Specifically, the 
information memorandum, among other things, will discuss what the Notes 
are, how the Notes are redeemed, applicable NYSE rules, dissemination 
of information regarding the Index value and the Indicative Value, 
trading information, and applicable suitability rules. The information 
memorandum will also notify members and member organizations about the 
procedures for redemptions of Notes and that Notes are not individually 
redeemable but are redeemable only in aggregations of at least 50,000 
Notes. The information memorandum will also discuss any relief, if 
granted, by the Commission or the staff from any rules under the Act. 
The information memorandum will also reference the fact that there is 
no regulated source of last sale information regarding physical 
commodities and that the SEC has no jurisdiction over the trading of 
physical commodities such as crude oil or the futures contracts on 
which the value of the Notes is based.
    The memorandum will also discuss other exemptive or no-action 
relief under the Act provided by the Commission staff.\52\
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    \52\ Telephone conversation between Florence E. Harmon, Senior 
Special Counsel, Division, Commission, and John Carey and Michael 
Cavalier, Assistant General Counsels, Exchange, on March 29, 2006.
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2. Statutory Basis
    The NYSE believes that the proposed rule change, as amended, is 
consistent with the requirements of Section 6(b)(5),\53\ that an 
exchange have rules that are designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to remove impediments to, and perfect the 
mechanism of a free and open market and, in general, to protect 
investors and the public interest.
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    \53\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

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

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

    The Exchange has neither solicited nor received written comments on 
the proposed rule change, as amended.

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

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve such proposed rule change, as amended, or
    (B) Institute proceedings to determine whether the proposed rule 
change should be disapproved.
    The Commission is considering granting accelerated approval of the 
proposed rule change, as amended, at the end of a 15-day comment 
period.\54\
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    \54\ The NYSE has requested accelerated approval of this 
proposed rule change, as amended, prior to the 30th day after the 
date of publication of the notice of the filing thereof, following 
the conclusion of a 15-day comment period. April 10 Telephone 
Conference supra.
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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 Exchange 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-2006-19 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSE-2006-19. 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

[[Page 34986]]

the Commission's Public Reference Room. Copies of the filing also will 
be available for inspection and copying at the principal office of the 
NYSE. All comments received will be posted without change; the 
Commission does not edit personal identifying information from 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number SR-
NYSE-2006-19 and should be submitted on or before July 3, 2006.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\55\
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    \55\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary.
 [FR Doc. E6-9437 Filed 6-15-06; 8:45 am]

BILLING CODE 8010-01-P
