

[Federal Register: October 27, 2006 (Volume 71, Number 208)]
[Notices]               
[Page 63059-63060]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr27oc06-112]                         


[[Page 63059]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-54638; File No. SR-NYSEArca-2006-58]

 
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of a Proposed Rule Change and Amendment No. 1 Thereto Relating to Its 
Regulatory Oversight Committee

October 23, 2006.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on September 21, 2006, NYSE Arca, Inc. (``NYSE Arca'' or ``Exchange'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by NYSE Arca. The Exchange filed Amendment No. 1 to 
the proposed rule change on October 20, 2006.\3\ 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)(l).
    \2\ 17 CFR 240. 19b-4.
    \3\ In Amendment No. 1, NYSE Arca revised the purpose section of 
the proposal to clarify the changes being proposed.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend NYSE Arca Rule 3.3 to provide that 
the Exchange's Regulatory Oversight Committee (the ``ROC'') shall be 
comprised of at least three Public Directors. The text of the proposed 
rule change is available on the Exchange's Internet Web site (http://www.nysearca.com
), at the Exchange's principal office, and at the 

Commission's Public Reference Room.

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

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of, and basis for, the proposed rule change, as 
amended, and discussed any comments it received on the proposal. The 
text of these statements may be examined at the places specified in 
Item III 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to change NYSE Arca Rule 3.3 to provide that 
the ROC shall be comprised of at least three Public Directors.\4\ The 
current rule provides that the ROC must be comprised of all of the 
Public Directors of the NYSE Arca, Inc.
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    \4\ Section 3.02 of the Bylaws of NYSE Arca defines ``Public 
Directors'' as person from the public who will not be, or be 
affiliated with, a broker-dealer in securities or employed by, or 
involved in any material business relationship with, the Exchange or 
its affiliates.
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    The Exchange believes that setting the number of Public Directors 
on the ROC to three is appropriate given the recent merger of New York 
Stock Exchange, Inc. and Archipelago Holdings, Inc. pursuant to which 
the Exchange became an indirect wholly owned subsidiary of a newly 
formed entity, NYSE Group, Inc. (``NYSE Group''). It is the current 
intent of NYSE Arca to populate the NYSE Arca ROC with three NYSE Arca 
directors who are also directors of both the NYSE Group and NYSE 
Regulation, Inc.,\5\ a wholly owned subsidiary of NYSE Group that 
provides regulatory services to both the Exchange and the other 
registered securities exchange that is a subsidiary of NYSE Group, New 
York Stock Exchange LLC. The Exchange believes that this particular 
overlap of directors will allow the Exchange to better manage 
regulatory issues across the organization.
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    \5\ All of these persons meet the requirements of a Public 
Directors under the NYSE Arca rules.
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2. Statutory Basis
    The Exchange believes that the proposed rule change, as amended, is 
consistent with Section 6(b) \6\ of the Exchange Act, in general, and 
furthers the objectives of Section 6(b)(5) \7\ in particular in that it 
is designed to promote just and equitable principles of trade, to 
foster cooperation and coordination with persons engaged in 
facilitating transactions in securities, to remove impediments to and 
perfect the mechanisms of a free and open market, and, in general, to 
protect investors and the public interest.
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    \6\ 15 U.S.C. 78f(b).
    \7\ 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 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. Solicitation of Comments

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

Electronic Comments

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

File No. SR-NYSEArca-2006-58 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-2006-58. 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 Commissions Internet Web site (http://www.sec.gov/rules/sro.shtml
). Copies of the submission, all subsequent amendments, 

all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for inspection 
and copying in the Commission's Public Reference Room. Copies of the 
filing also will be available for inspection and copying at the 
principal office of NYSE Arca. 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-2006-58 and

[[Page 63060]]

should be submitted on or before November 17, 2006. 

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\8\
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    \8\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary.
 [FR Doc. E6-17992 Filed 10-26-06; 8:45 am]

BILLING CODE 8011-01-P
