

[Federal Register: December 29, 2006 (Volume 71, Number 250)]
[Notices]               
[Page 78482-78495]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr29de06-120]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-54992; File No. SR-NYSE-2006-75]

 
Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto to 
List and Trade Four iShares[supreg] GS[supreg] Commodity Indexed Trusts

December 21, 2006.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on September 22, 2006, the New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which items have been substantially prepared by the 
NYSE. On November 22, 2006, the Exchange filed Amendment No. 1 to the 
proposed rule change.\3\ The Commission is publishing this notice to 
solicit comments on the proposed rule change, as amended, from 
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Amendment No. 1 replaced and superseded the original filing 
in its entirety.
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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 under NYSE Rules 1300B, et seq. 
(``Commodity Trust Shares'') four iShares[supreg] GS Commodity Indexed 
Trusts, or the Trusts, which will issue units of beneficial interest 
representing fractional undivided beneficial interests in the net 
assets of the Trusts.

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

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

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

1. Purpose
    The Exchange proposes to list and trade under Rules 1300B et seq. 
(``Commodity Trust Shares'') shares of the following (``Shares''): 
iShares GS Commodity Light Energy Indexed Trust; iShares GS Commodity 
Industrial Metals Indexed Trust; iShares GS Commodity Livestock Indexed 
Trust; and iShares GS Commodity Non Energy Indexed Trust (the 
``Trusts''). The objective of each Trust is for the performance of the 
Shares to correspond generally to the performance of the

[[Page 78483]]

following indexes, respectively, before payment of the Trust's and the 
Investing Pool's expenses and liabilities: Goldman Sachs Industrial 
Metals Total Return Index; Goldman Sachs Light Energy Total Return 
Index; Goldman Sachs Livestock Total Return Index, and Goldman Sachs 
Non Energy Total Return Index (the ``Total Return Indexes'').\4\
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    \4\ The Sponsor, on behalf of the Trusts, filed Form S-1 for 
each Trust (the ``Registration Statements'') on August 31, 2006. See 
Registration Nos. 333-135823 through 333-135826.
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    Each of the Total Return Indexes is comprised of a group of 
commodities included in the Goldman Sachs Commodity Index 
(``GSCI[supreg]'') \5\, which is a production-weighted index of the 
prices of a diversified group of futures contracts on physical 
commodities. Each Total Return Index reflects the return of the 
corresponding Goldman Sachs Excess Return Index, described below, 
together with the return on specified U.S. Treasury securities that are 
deemed to have been held to collateralize a hypothetical long position 
in the futures contracts comprising the corresponding index.
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    \5\ The Commission has previously approved listing on the 
Exchange of the iShares GSCI Commodity Indexed Trust. See Securities 
Exchange Act Release No. 54013, June 16, 2006, 71 FR 36372, June 26, 
2006 (SR-NYSE-2006-17).
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    Each Goldman Sachs Excess Return Index is calculated based on the 
same commodities as those in the respective Total Return Index, and GS 
Index (defined below), and reflects the returns that are potentially 
available through a rolling uncollateralized investment in the 
contracts comprising the applicable GS Index, as described below. A 
Goldman Sachs Excess Return Index does not reflect the return on U.S. 
Treasury securities used to collateralize positions in futures 
contracts comprising that index.
    Each Trust will attempt to track its respective Total Return Index 
by holding interests in an Investing Pool (described below), which, in 
turn, holds futures contracts (referred to as CERFs) on the 
corresponding Excess Return Index, together with cash or other short-
term securities used to collateralize the futures positions.
    The Trusts and Investing Pools. Each Trust is a Delaware statutory 
trust that will issue units of beneficial interest called Shares, 
representing fractional undivided beneficial interests in its net 
assets. Substantially all of the assets of each Trust consists of 
holdings of the limited liability company interests of a specified 
commodity pool (``Investing Pool Interests''), which are the only 
securities in which the Trust may invest. Specifically, the Trusts will 
hold interests in the following commodity pools, respectively:
    iShares GS Commodity Industrial Metals Indexed Investing Pool LLC.
    iShares GS Commodity Light Energy Indexed Investing Pool LLC.
    iShares GS Commodity Livestock Indexed Investing Pool LLC.
    iShares GS Commodity Non Energy Indexed Investing Pool LLC 
(collectively, ``Investing Pools'').
    Each commodity pool holds long positions in futures contracts on 
the following indexes, respectively, (collectively, the ``Excess Return 
Indexes'') and will post margin in the form of cash or short-term 
securities to collateralize these futures positions: Goldman Sachs 
Industrial Metals Excess Return Index (``GS Industrial Metals-ER''); 
Goldman Sachs Light Energy Excess Return Index (GSLE-ER''); Goldman 
Sachs Livestock Excess Return Index (``GS-Livestock-ER''); and Goldman 
Sachs Non Energy Excess Return Index (``GSNE-ER''). These futures 
contracts, which are called CERFs, are to be listed on the Chicago 
Mercantile Exchange (``CME''), and will commence trading on the CME by 
the time trading in the Shares commences on the Exchange.
    The Trusts and the Investing Pools are each commodity pools managed 
by a commodity pool operator registered as such with the Commodity 
Futures Trading Commission (``CFTC''). According to the Registration 
Statements, neither the Trusts nor the Investing Pools are investment 
companies registered under the Investment Company Act of 1940.
    According to the Registration Statements, the Shares are intended 
to constitute a relatively cost-effective means of achieving investment 
exposure to the performance of the respective Total Return Indexes, 
which are intended to reflect the performance of a specified group of 
commodities. Although the Shares will not be the exact equivalent of an 
investment in the underlying futures contracts and Treasury securities 
represented by the Total Return Indexes, the Shares are intended to 
provide investors with an alternative way of participating in the 
commodities market.
    The Sponsor and Trustee. The Sponsor of the Trusts is Barclays 
Global Investors International, Inc. The Sponsor's primary business 
function is to act as Sponsor and commodity pool operator of the Trusts 
and Manager of the Investing Pools, as discussed below.\6\ The Advisor 
to the Investing Pools is Barclays Global Fund Advisors, a California 
corporation and an indirect subsidiary of Barclays Bank PLC.
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    \6\ Barclays Global Investors International, Inc. is a commodity 
pool operator registered with the CFTC.
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    Barclays Global Investors International, Inc. will also serve as 
the Manager of the Investing Pools, in which capacity it will serve as 
commodity pool operator of the Investing Pools and be responsible for 
their administration. The Manager will arrange for and pay the costs of 
organizing the Investing Pools. The Manager has delegated some of its 
responsibilities for administering the Investing Pools to the 
Administrator, Investors Bank & Trust Company which, in turn, has 
employed the Investing Pool Administrator and the Tax Administrator 
(Pricewaterhouse Coopers) to maintain various records on behalf of the 
Investing Pools.
    The Trustee is Barclays Global Investors, N.A., a national banking 
association affiliated with the Sponsor. The Trustee is responsible for 
the day-to-day administration of the Trusts. Day-to-day administration 
includes (1) processing orders for the creation and redemption of 
Baskets (each Basket an aggregation of 50,000 Shares), (2) coordinating 
with the Manager of the Investing Pools the receipt and delivery of 
consideration transferred to, or by, the Trusts in connection with each 
issuance and redemption of Baskets, and (3) calculating the net asset 
value of the Trusts on each Business Day.\7\ The Trustee has delegated 
these responsibilities to the Trust Administrator, Investors Bank & 
Trust Company, a banking corporation that is not affiliated with the 
Sponsor or the Trustee.\8\
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    \7\ The Trusts' Registration Statements define ``Business Day'' 
as any day (1) on which none of the following occurs: (a) the NYSE 
is closed for regular trading, (b) the CME is closed for regular 
trading or (c) the Federal Reserve transfer system is closed for 
cash wire transfers, or (2) the Trustee determines that it is able 
to conduct business.
    \8\ Except as otherwise specifically noted, the information 
provided in this Rule 19b-4 filing relating to the Trusts and the 
Shares, commodities markets, and related information is based 
entirely on information included in the Registration Statements.
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    The Investing Pools. The Investing Pools will hold long positions 
in CERFs, which are cash-settled futures contracts listed on the CME 
that have a term of approximately five years after listing and whose 
settlement at expiration is based on the value of the respective Excess 
Return Indexes at that time. The Investing Pools will also earn 
interest on the assets used to collateralize its holdings of CERFs.

[[Page 78484]]

    Trading on the CME Globex electronic trading platform of CERFs 
based on the GSCI-ER Index commenced effective March 12, 2006 for trade 
date March 13, 2006. Trading in CERFs based on the Excess Return 
Indexes is expected to begin shortly before the initial sale of the 
Shares to the public.
    The GS Total Return Indexes.
    The Goldman Sachs Light Energy Total Return Index is intended to 
reflect the performance of the same group of commodities included in 
the GSCI but with a reduced weighting for energy commodities. The GSLE-
ER is designed to reflect the positive or negative return over time 
resulting from an uncollateralized long position in the futures 
contracts in the Goldman Sachs Light Energy Index (``GSLE''). The GSLE, 
in turn, is comprised of the same group of futures contracts on 
physical commodities included in the GSCI. The GSCI is a production-
weighted index of the prices of a diversified group of futures 
contracts with each commodity having a weighting determined by 
reference to world production statistics. The GSLE, however, has a 
reduced weighting for energy commodities as compared to the GSCI. 
Specifically, only one quarter of the GSCI contract production weights 
for the energy components (currently including crude oil, unleaded 
gasoline, heating oil, gas oil and natural gas) of the GSCI are used in 
calculating the GSLE and as a result, relative weights of non-energy 
components (currently industrial metals, precious metals, agriculture 
and livestock components) of the GSCI are proportionately increased.
    The Goldman Sachs Industrial Metals Total Return Index is intended 
to reflect the performance of a group of commodities comprising the 
industrial metals component of the GSCI (currently including copper, 
aluminum, zinc, nickel and lead). The GS Industrial Metals-ER is 
designed to reflect the positive or negative return over time resulting 
from an uncollateralized long position in the futures contracts in the 
GS Industrial Metals. The GS Industrial Metals, in turn, is comprised 
of futures contracts on physical commodities comprising the industrial 
metals component (currently including copper, aluminum, zinc, nickel 
and lead) of the GSCI, with each commodity having a weighting 
determined by reference to world production statistics.
    The Goldman Sachs Livestock Total Return Index, is intended to 
reflect the performance of a group of commodities comprising the 
livestock component of the GSCI (currently including live cattle, live 
hogs and feeder cattle). The GS Livestock-ER is designed to reflect the 
positive or negative return over time resulting from an 
uncollateralized long position in the futures contracts in the GS 
Livestock. The GS Livestock, in turn, is comprised of futures contracts 
on physical commodities comprising the livestock component (currently 
including live cattle, live hogs and feeder cattle) of the GSCI, with 
each commodity having a weighting determined by reference to world 
production statistics.
    The Goldman Sachs Non Energy Total Return Index is intended to 
reflect the performance of a group of commodities comprising the non-
energy components of the GSCI. The GSNE-ER is designed to reflect the 
positive or negative return over time resulting from an 
uncollateralized long position in the futures contracts in the GSNE. 
The GSNE, in turn, is comprised of futures contracts on physical 
commodities comprising the non-energy components of the GSCI (currently 
including 18 physical commodities in the industrial metals, precious 
metals, agriculture and livestock sectors), with each commodity having 
a weighting determined by reference to world production statistics.
    The GSCI is administered, calculated and published by Goldman, 
Sachs & Co. (the ``Index Sponsor''), a subsidiary of The Goldman Sachs 
Group Inc. The Excess Return Indexes reflect the return of an 
uncollateralized investment in the contracts comprising the GSLE, GS 
Industrial Metals, GS Livestock, and GSNE (collectively, the ``GS 
Indexes''), and in addition incorporate the economic effect of 
``rolling'' the contracts included in the GS Indexes as they near 
expiration. ``Rolling'' a futures contract means closing out a position 
in an expiring futures contract and establishing an equivalent position 
in the contract on the same commodity with the next expiration date. If 
Goldman, Sachs & Co. (``Goldman Sachs'') ceases to maintain the Total 
Return Indexes, the Trusts, through the Investing Pools, may seek 
investment results that correspond generally to the performance of a 
fully-collateralized investment in a successor, or, in the opinion of 
the Manager, reasonably similar indexes to the Total Return Indexes.
    Each Trust, through its respective Investing Pool, will be a 
passive investor in CERFs and the cash or Short-Term Securities \9\ 
posted as margin to collateralize the Investing Pool's CERF positions. 
Neither such Trust nor the respective Investing Pool will engage in any 
activities designed to obtain a profit from, or to ameliorate losses 
caused by, changes in the value of CERFs or securities posted as 
margin. Each Investing Pool, and some other types of market 
participants, will be required to deposit margin with a value equal to 
100% of the value of each CERF position at the time it is established. 
Those market participants not subject to the 100% margin requirement 
are required to deposit margin generally with a value of 3% to 5% of 
the established position. Interest paid on the collateral deposited as 
margin, net of expenses, will be reinvested by the Investing Pool or, 
at the Trustee's discretion, may be distributed from time to time to 
the Shareholders. The Investing Pool's profit or loss on its CERF 
positions should correlate with increases and decreases in the value of 
the applicable Excess Return Index, although this correlation will not 
be exact. The interest on the collateral deposited by the Investing 
Pool as margin, together with the returns corresponding to the 
performance of the applicable Excess Return Index, is expected to 
result in a total return for the Investing Pool that corresponds 
generally, but is not identical, to the applicable Index. Differences 
between the returns of the Investing Pool and the applicable Index may 
be based on, among other factors, any differences between the return on 
the assets used by the Investing Pool to collateralize its CERF 
positions and the U.S. Treasury rate used to calculate the return 
component of the Index, timing differences, differences between the 
weighting of the Investing Pool's proportion of assets invested in 
CERFs versus the Index, and the payment of expenses and liabilities by 
the Investing Pool. Each Trust's net asset value will reflect the 
performance of the applicable Investing Pool, such Trust's sole 
investment.
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    \9\ ``Short-Term Securities'' means U.S. Treasury Securities or 
other short-term securities and similar securities, in each case 
that are eligible as margin deposits under the rules of the CME.
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    The Investing Pools will be managed by the Advisor, which will 
invest all of the Investing Pools' assets in long positions in 
respective CERFs and post margin in the form of cash or Short-Term 
Securities to collateralize the CERF positions. Any cash that the 
Investing Pool accepts as consideration from the Trusts for Investing 
Pool Interests will be used to purchase additional CERFs, in an amount 
that the Advisor determines will enable the Investing Pools to achieve 
investment results that correspond with the applicable Index, and to 
collateralize the CERFs. According to the Registration Statements, the 
Advisor

[[Page 78485]]

will not engage in any activities designed to obtain a profit from, or 
to ameliorate losses caused by, changes in value of any of the 
commodities represented by the GS Indexes or the positions or other 
assets held by the Investing Pool.
    Futures Contracts on the Excess Return Indexes.
    The assets of the Investing Pools will consist of CERFs and cash or 
Short-Term Securities posted as margin to collateralize the Investing 
Pools' CERF positions. Futures contracts and options on futures 
contracts on the GSCI, which does not reflect the excess return 
embedded in the GSCI-ER, have been traded on the CME since 1992. CERFs 
are listed and traded separately from the GSCI futures contracts and 
options on futures contracts. CERFs on the Excess Return Indexes will 
trade on the CME by the time trading in Shares begins on the Exchange.
    CERFs trading is subject to the rules of the CME. According to the 
Registration Statements, CERFs trade on GLOBEX, the CME's electronic 
trading system, and do not trade through open outcry on the floor of 
the CME.\10\ Transactions in CERFs are cleared through the CME clearing 
house by the trader's futures commission merchant acting as its agent. 
Under these clearing arrangements, the CME clearing house becomes the 
buyer to each member futures commission merchant representing a seller 
of the contract and the seller to each member futures commission 
merchant representing a buyer of the contract. As a result of these 
clearing arrangements, each trader holding a position in CERFs is 
subject to the credit risk of the CME clearing house and the futures 
commission merchant carrying its position in CERFs.
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    \10\ Trading hours for CERFs on GLOBEX will be as follows: 
Sunday, 6 p.m. to 2:40 p.m. (next day) (New York Time); Monday to 
Thursday, 6 p.m. to 2:40 p.m. (next day) and 3 p.m. to 5 p.m. (New 
York Time).
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    Each CERF is a contract that provides for cash settlement, at 
expiration, based upon the final settlement value of the applicable 
Excess Return Index at the expiration of the contract, multiplied by a 
fixed dollar multiplier. On a daily basis, most market participants 
with positions in CERFs are obligated to pay, or entitled to receive, 
cash (known as ``variation margin'') in an amount equal to the change 
in the daily settlement level of the CERF from the preceding trading 
day's settlement level (or, initially, the contract price at which the 
position was entered into). Specifically, if the daily settlement price 
of the contract increases over the previous day's price, the seller of 
the contract must pay the difference to the buyer, and if the daily 
settlement price is less than the previous day's price, the buyer of 
the contract must pay the difference to the seller.
    Futures contracts also typically require deposits of initial margin 
as well as payments of daily variation margin as the value of the 
contracts fluctuate. For most market participants, the initial margin 
requirement for CERFs is generally expected to be 3% to 5%. Certain 
market participants (known as ``100% margin participants''), however, 
will be required to deposit with their futures commission merchant 
initial margin in an amount equal to 100% of the value of the CERF on 
the date the position is established. The futures commission merchant, 
in turn, will be required to deliver to the CME clearing house initial 
margin in a specified amount and pledge to the clearing house, pursuant 
to a separate custody arrangement, an amount equal to the remainder of 
the 100% margin amount posted by 100% margin participants, either from 
amounts posted by those 100% margin participants or from its own 
assets. The separate custody arrangement will be either an account with 
the FCM or a third party custody account.
    As a result of these arrangements, a 100% margin participant buying 
a CERF will be subject to substantially greater initial margin 
requirements than other market participants, but will not be required 
to pay any additional amounts to its futures commission merchant as 
variation margin if the value of the CERFs declines. Instead, the 
futures commission merchant will be obligated to make variation margin 
payments to the clearinghouse in respect of CERFs held by 100% margin 
participants, which it will withdraw from the separate custody account 
(and, in turn, from the 100% margin posted by those participants).
    If the daily settlement price increases, the futures commission 
merchant will receive variation margin from the clearinghouse for the 
account of the 100% margin participant, which it will hold in the 
separate custody account for the benefit of 100% margin participants. 
The buyer will not, however, be entitled to receive this variation 
margin from its futures commission merchant (until the liquidation or 
final settlement of its CERF position). The buyer will be entitled to 
receive interest or other income on the assets it has deposited as 
margin or that are credited to the custody account on its behalf from 
time to time.
    Upon liquidation or settlement of a CERF, a 100% margin participant 
will receive from its futures commission merchant its initial margin 
deposit, adjusted for variation margin paid or received by the futures 
commission merchant with respect to the contract during the time it was 
held by the participant (or the proceeds from liquidation of any 
investments made with such funds for the benefit of the participant 
under the terms of its custody arrangement with the carrying futures 
commission merchant).
    The 100% margin participants will include any market participant 
that is (1) an investment company registered under the Investment 
Company Act or (2) an investment fund, commodity pool, or other similar 
type of pooled trading vehicle (other than a pension plan or fund) that 
is offered to the public pursuant to an effective registration 
statement filed under the Securities Act of 1933, regardless of whether 
it is also registered under the Investment Company Act, and that has 
its principal place of business in the United States.
    The Investing Pools will be a 100% margin participants. The 
Investing Pools will satisfy the 100% margin requirement by depositing 
with the Clearing FCM cash or Short-Term Securities with a value equal 
to 100% of the value of each long position in CERFs.
    According to the Registration Statements, CERFs also differ from 
traditional futures contracts in another significant respect. In 
contrast to other types of futures contracts, which are typically 
listed with monthly, bimonthly or quarterly expirations, CERFs will be 
listed only with approximately five-year expirations. A buyer or seller 
of CERFs will be able to trade CERFs on the market maintained by the 
CME and will consequently be able to liquidate its position at any 
time, subject to the existence of a liquid market. If a party to a CERF 
wishes to hold its position to expiration, however, it will be 
necessary to maintain the position for up to five years. According to 
the Registration Statements, as a CERF nears expiration, it is 
anticipated, but there can be no assurance, that the CME will list an 
additional CERF with an approximately five-year expiration.
    The GSCI and GS Indexes.
    The GSCI itself is an index on a production-weighted basket of 
principal physical commodities that satisfy specified criteria. The 
GSCI reflects the level of commodity prices at a given time and is 
designed to be a measure of the performance over time of the markets 
for these commodities. The commodities represented in the GSCI are 
those physical commodities on

[[Page 78486]]

which active and liquid contracts are traded on trading facilities in 
major industrialized countries. The commodities included in the GSCI 
are weighted, on a production basis, to reflect the relative 
significance (in the view of the Index Sponsor, in consultation with 
its Policy Committee described below) of those commodities to the world 
economy. The fluctuations in the level of the GSCI are intended 
generally to correlate with changes in the prices of those physical 
commodities in global markets.
    The Index Sponsor makes the official calculations of the value of 
each GS Index. At present, this calculation is performed continuously 
and is reported on Reuters Pages GSCO (for GS Industrial Metals); GSCE 
(for GSLE); GSCL (for GS Livestock); and GSCN (for GSNE), and is 
updated on Reuters at least every fifteen seconds during NYSE trading 
hours for the Trust and during business hours on each Business Day on 
which the offices of Goldman, Sachs in New York City are open for 
business. The calculation for each applicable Index is also updated on 
Reuters at least every fifteen seconds. The settlement price for each 
Excess Return Index is also reported on Reuters Pages GSCO (for GS 
Industrial Metals); GSCE (for GSLE); GSCL (for GS Livestock); and GSCN 
(for GSNE), at the end of each GSCI Business Day, and on Bloomberg 
pages GSCINER (for GS Industrial Metals); GSLEER (for 
GSLE); GSLVER (for GS Livestock); and GSNEER (for GSNE). 
If Reuters ceases to publish the value of the GSCI or the settlement 
price of the GSCI-ER, Goldman, Sachs has undertaken to use commercially 
reasonable efforts to ensure that a comparable reporting service 
publishes the applicable GS Index so long as any Shares are 
outstanding.
    The Policy Committee.
    The Index Sponsor has established a Policy Committee to assist it 
with the operation of the GSCI. The principal purpose of the Policy 
Committee is to advise the Index Sponsor with respect to, among other 
things, the calculation of the GSCI, the effectiveness of the GSCI as a 
measure of commodity futures market performance and the need for 
changes in the composition or the methodology of the GSCI. The Policy 
Committee acts solely in an advisory and consultative capacity. All 
decisions with respect to the composition, calculation and operation of 
the GSCI are made by the Index Sponsor.\11\
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    \11\ The Index Sponsor, Goldman, Sachs & Co., is a broker 
dealer. Therefore, appropriate firewalls must exist around the 
personnel who have access to information concerning changes and 
adjustments to an index and the trading personnel of the broker-
dealer. Prior to commencement of trading of the Shares on the 
Exchange, the Index Sponsor will represent to the Exchange that it 
(1) 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 Total Return Indexes; 
and (2) 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.
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    The Policy Committee generally meets in October of each year. Prior 
to the meeting, the Index Sponsor determines the commodities to be 
included in the GSCI for the following calendar year and the weighting 
factors for each commodity. The Policy Committee's members receive the 
proposed composition of the GSCI 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. 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.
    Composition of the GSCI.
    In order to be included in the GSCI, a contract must satisfy the 
following eligibility criteria:
    (1) The contract must:
    (a) Be in respect of a physical commodity and not a financial 
commodity;
    (b) 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
    (c) Be available, at any given point in time, 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:
    (a) Is denominated in U.S. dollars;
    (b) 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 that is a member of the 
Organization for Economic Cooperation and Development and:
    (i) 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;
    (ii) 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;
    (iii) Accepts bids and offers from multiple participants or price 
providers; and
    (iv) Is accessible by a sufficiently broad range of participants.
    (3) The price of the relevant contract that is used as a reference 
or benchmark by market participants, referred to as the ``daily 
contract reference price'', generally must have been available on a 
continuous basis for at least two years prior to the proposed date of 
inclusion in the GSCI. In appropriate circumstances, however, the Index 
Sponsor, in consultation with its Policy Committee, may determine that 
a shorter time period is sufficient or that historical daily contract 
reference prices for that 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, the 
daily contract reference price for that contract must be published 
between 10:00 a.m. and 4:00 p.m., New York Time, on each Business Day 
relating to that contract by the trading facility on or through which 
it is traded and must generally be available to all members of, or 
participants in, that trading 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 that five-month period.
    (5) Volume data with respect to the 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 at the time of 
determination and that is based on a commodity that

[[Page 78487]]

is not represented in the GSCI at that time must, in order to be added 
to the GSCI at that time, have a total dollar value traded, over the 
relevant period, as the case may be and annualized, of at least $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 at the time of 
determination and that is the only contract on the relevant commodity 
included in the GSCI must, in order to continue to be included in the 
GSCI after that time, have a total dollar value traded, over the 
relevant period, as the case may be and annualized, of at least $5 
billion and at least $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 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 at that time must, in 
order to be added to the GSCI at that time, have a total dollar value 
traded, over the relevant period, as the case may be and annualized, of 
at least $30 billion.
    (9) A contract that is already included in the GSCI 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 at that time must, in 
order to continue to be included in the GSCI after that time, have a 
total dollar value traded, over the relevant period, as the case may be 
and annualized, of at least $10 billion and at least $20 billion during 
at least one of the three most recent annual periods used in making the 
determination.
    (10) A contract that is:
    (a) Already included in the GSCI at the time of determination must, 
in order to continue to be included after that time, have a reference 
percentage dollar weight of at least 0.10%. The ``reference percentage 
dollar weight'' of a contract represents the current value of the 
quantity of the underlying commodity that is included in the Index at a 
given time. This figure is determined by multiplying the contract 
production weight of a contract, or ``CPW'', 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 and each contract's percentage of the total is 
then determined. The CPW of a contract is its weight in the Index.
    (b) Not included in the GSCI at the time of determination must, in 
order to be added to the GSCI at that time, have a reference percentage 
dollar weight of at least 0.75%.
    (11) In the event that two or more contracts on the same commodity 
satisfy the eligibility criteria:
    (a) Such contracts will be included in the GSCI 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 attributable to that commodity exceeding a 
particular level.
    (b) 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 
attributable to it at the time of determination. Subject to the other 
eligibility criteria described above, the contract with the highest 
total quantity traded on that commodity will be included. Before any 
additional contracts on the same commodity or on any other commodity 
are included, the portion of the GSCI 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 attributable to it.
    Beginning in 2007, in order for a contract to be included in the 
GSCI, (1) the trading facility in which the contract is traded must 
allow market participants to execute spread transactions, through a 
single order entry, between the pairs of contract expirations included 
in the GSCI that at any given point in time will be involved in the 
rolls to be effected in the next three roll periods and (2) a contract 
that is not included in the GSCI at the time of determination must, in 
order to be added to the GSCI at that time, have a reference percentage 
dollar weight of at least 1.00%.
    The contracts currently included in the GSCI are all futures 
contracts traded on the New York Mercantile Exchange, Inc. (``NYM''), 
the ICE Futures (``ICE''), the CME, the Chicago Board of Trade 
(``CBT''), the Coffee, Sugar & Cocoa Exchange, Inc. (``CSC''), the New 
York Cotton Exchange (``NYC''), the Kansas City Board of Trade 
(``KBT''), the COMEX Division of the New York Mercantile Exchange, Inc. 
(``CMX'') and the London Metal Exchange (``LME'').
    The futures contracts currently included in the GS Industrial 
Metals, their percentage dollar weights, their market symbols and the 
exchanges on which they are traded are as follows:

----------------------------------------------------------------------------------------------------------------
                                           Weight June
               Commodity                 2006 (percent)         Market  symbol             Trading  facility
----------------------------------------------------------------------------------------------------------------
Copper.................................           43.44  IC.........................  LME.
Aluminum...............................           33.10  IA.........................  LME.
Zinc...................................           11.39  IZ.........................  LME.
Nickel.................................            9.53  IN.........................  LME.
Lead...................................            2.54  IL.........................  LME.
----------------------------------------------------------------------------------------------------------------

    The GSLE represents the same contracts in the GSCI, as determined 
by the Index Sponsor. The futures contracts currently included in the 
GSLE, their percentage dollar weights, their market symbols and the 
exchanges on which they are traded are as follows:

----------------------------------------------------------------------------------------------------------------
                                           Weight June
               Commodity                 2006 (percent)         Market  symbol             Trading  facility
----------------------------------------------------------------------------------------------------------------
WTI Crude Oil..........................           17.74  CL.........................  NYM.

[[Page 78488]]


Brent Crude Oil........................            8.42  LCO........................  IPE.
Unleaded Gas...........................            4.92  NG.........................  NYM.
Heating Oil............................            4.63  HO.........................  NYM.
Natural Gas............................            3.58  HU.........................  NYM.
Gas Oil................................            2.58  LGO........................  IPE.
Copper.................................            9.03  IC.........................  LME.
Aluminum...............................            6.88  IA.........................  LME.
Wheat..................................            5.20  W..........................  CBT.
Live Cattle............................            4.90  LC.........................  CME.
Corn...................................            4.80  C..........................  CBT.
Gold...................................            4.16  GC.........................  CMX.
Sugar..................................            3.97  SB.........................  CSC.
Live Hogs..............................            3.36  LH.........................  CME.
Soybeans...............................            3.13  S..........................  CBT.
Zinc...................................            2.37  IZ.........................  LME.
Kansas Wheat...........................            2.30  KW.........................  KBT.
Nickel.................................            1.98  IN.........................  LME.
Cotton.................................            1.84  CT.........................  NYC.
Feeder Cattle..........................            1.44  FC.........................  CME.
Coffee.................................            1.30  KC.........................  CSC.
Lead...................................            0.53  IL.........................  LME.
Silver.................................            0.51  SI.........................  CMX.
Cocoa..................................            0.43  CC.........................  CSC.
----------------------------------------------------------------------------------------------------------------

    The Index Sponsor has announced that, in August 2006, a portion of 
the unleaded gasoline component of the GSCI was replaced with the 
reformulated gasoline blendstock for oxygen blending futures contract 
(market symbol ``RB'') traded on the NYM, due to the fact that the 
unleaded gasoline contract will no longer be listed after January 2007. 
The Index Sponsor has also announced that, in September 2006, no 
additional portions of the unleaded gasoline component of the GSCI will 
be rolled into the RB contract, and that the remainder of the unleaded 
gasoline component will be allocated across other contracts in the 
petroleum product complex of the GSCI. The Index Sponsor has not yet 
announced whether, or the extent to which, any further portions of the 
unleaded gasoline component of the GSCI will be rolled into the RB 
contract in the future.
    The GS Livestock represents the contracts in the GSCI that are in 
the livestock sector, as determined by the Index Sponsor. The futures 
contracts currently included in the GS Livestock, their percentage 
dollar weights, their market symbols and the exchanges on which they 
are traded are as follows:

----------------------------------------------------------------------------------------------------------------
                                           Weight June
               Commodity                      2006              Market  symbol             Trading  facility
                                            (percent)
----------------------------------------------------------------------------------------------------------------
Live Cattle............................           50.53  LC.........................  CME.
Live Hogs..............................           34.58  LH.........................  CME.
Feeder Cattle..........................           14.88  FC.........................  CME.
----------------------------------------------------------------------------------------------------------------

    The GSNE represents the contracts in the GSCI[supreg] other than 
those in the energy sector, as determined by the Index Sponsor. The 
futures contracts currently included in the GSNE, their percentage 
dollar weights, their market symbols and the exchanges on which they 
are traded are as follows:

----------------------------------------------------------------------------------------------------------------
                                           Weight June
               Commodity                      2006              Market  symbol             Trading  facility
----------------------------------------------------------------------------------------------------------------
Copper.................................           15.53  IC.........................  LME.
Aluminum...............................           11.84  IA.........................  LME.
Wheat..................................            8.94  W..........................  CBT.
Live Cattle............................            8.44  LC.........................  CME.
Corn...................................            8.26  C..........................  CBT.
Gold...................................            7.16  GC.........................  CMX.
Sugar..................................            6.83  SB.........................  CSC.
Live Hogs..............................            5.77  LH.........................  CME.
Soybeans...............................            5.39  S..........................  CBT.
Zinc...................................            4.07  IZ.........................  LME.
Kansas Wheat...........................            3.95  KW.........................  KBT.
Nickel.................................            3.41  IN.........................  LME.
Cotton.................................            3.16  CT.........................  NYC.
Feeder Cattle..........................            2.49  FC.........................  CME.
Coffee.................................            2.24  KC.........................  CSC.
Lead...................................            0.91  IL.........................  LME.

[[Page 78489]]


Silver.................................            0.88  SI.........................  CMX.
Cocoa..................................            0.73  CC.........................  CSC.
----------------------------------------------------------------------------------------------------------------

    The futures contracts currently included in the GSCI, their 
percentage dollar weights (as of January 20, 2006), their market 
symbols and the exchanges on which they are traded, trading hours (New 
York Time), Average Daily Trading Volume (``ADTV'') for 2005, and units 
per contract are as follows:

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                          1/20/06                                                            ADTV (per
         PDW Commoditysymbol             (percent)         Market facility         Trading (contracts)       contract)                 Units
--------------------------------------------------------------------------------------------------------------------------------------------------------
Crude Oil...........................           30.05  CL......................  NYM.....................         237,535  1,000 bbls.
Brent Crude Oil.....................           13.81  LCO.....................  ICE.....................         114,628  1,000 gal.
Natural Gas.........................           10.30  NG......................  NYM.....................          76,139  10,000 gal.
Heating Oil.........................            8.16  HO......................  NYM.....................          52,211  42,000 gal.
Gasoline............................            7.84  HU......................  NYM.....................          52,406  42,000 gal.
Gas Oil.............................            4.41  LGO.....................  ICE.....................          41,561  100 Mtons.
Live Cattle.........................            2.88  LC......................  CME.....................          23,173  40,000 lbs.
Wheat...............................            2.47  W.......................  CBT.....................          38,838  5,000 bushels.
Aluminum............................            2.88  IA......................  LME.....................         120,586  25 Mtons.
Corn................................            2.46  C.......................  CBT.....................         101,308  5,000 bushels.
Copper..............................            2.37  IC......................  LME.....................          76,116  25 Mtons.
Soybeans............................            1.77  S.......................  CBT.....................          73,957  5,000 bushels.
Lean Hogs...........................            2.00  LH......................  CME.....................          16,449  40,000 1bs.
Gold................................            1.73  GC......................  CMX.....................          63,232  100 oz.
Sugar...............................            1.30  SB......................  CSC.....................          51,822  112,000 lbs.
Cotton..............................            0.99  CT......................  NYC.....................          15,335  50,000 lbs.
Red Wheat...........................            0.90  KW......................  KBT.....................          14,613  5,000 bushels.
Coffee..............................            0.80  KC......................  CSC.....................          15,888  37,500 lbs.
Standard Lead.......................            0.29  IL......................  LME.....................          16,128  25 Mtons.
Feeder Cattle.......................            0.78  FC......................  CME.....................           4,042  40,000 lbs.
Zinc................................            0.54  IZ......................  LME.....................          42,070  25 Mtons.
Primary Nickel......................            0.82  IN......................  LME.....................          13,812  6 Mtons.
Cocoa...............................            0.23  CC......................  CSC.....................          10,291  10 Mtons.
Silver..............................            0.20  SI......................  CMX.....................          22,017  5,000 oz.
--------------------------------------------------------------------------------------------------------------------------------------------------------

    The hours of trading (New York Time) of the commodities in the 
chart above are as follows:

----------------------------------------------------------------------------------------------------------------
                Commodity                        Trading  facility               Trading  hours  (NY Time)
----------------------------------------------------------------------------------------------------------------
Crude Oil................................  NYM..........................  10:00 am-2:30 pm.
Brent Crude Oil (next day)...............  ICE..........................  8:00 pm-5:00 pm.
Natural Gas..............................  NYM..........................  10:00 am-2:30 pm.
Heating Oil..............................  NYM..........................  10:05 am-2:30 pm.
Gasoline.................................  NYM..........................  10:05 am-2:30 pm.
Gas Oil (next day).......................  ICE..........................  8:00 pm-5:00 pm.
Live Cattle..............................  CME..........................  10:05 am-2:00 pm.
Wheat....................................  CBT..........................  10:30 am-2:15 pm.
Aluminum.................................  LME..........................  6:55 am-12:00 pm.
Corn.....................................  CBT..........................  10:30 am-2:15 pm.
Copper...................................  LME..........................  7:00 am-12:00 pm.
Soybeans.................................  CBT..........................  10:30 am-2:15 pm.
Lean Hogs................................  CME..........................  9:10 am-1:00 pm.
Gold.....................................  CMX..........................  8:20 am-1:30 pm.
Sugar....................................  CSC..........................  9:00 am-12:00 pm.
Cotton...................................  NYC..........................  10:30 am-2:15 pm.
Red Wheat................................  KBT..........................  10:30 am-2:15 pm.
Coffee...................................  CSC..........................  9:15 am-12:30 pm.
Standard Lead............................  LME..........................  7:05 am-11:50 am.
Feeder Cattle............................  CME..........................  10:05 am-2:00 pm.
Zinc.....................................  LME..........................  7:10 am-11:55 am.
Primary Nickel...........................  LME..........................  7:10 am-11:55 am.
Cocoa....................................  CSC..........................  8:00 am-11:50 am.
Silver...................................  CMX..........................  8:25 am-1:25 pm.
----------------------------------------------------------------------------------------------------------------


[[Page 78490]]

    The quantity of each of the contracts included in the GSCI 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, in consultation with its Policy 
Committee, may calculate the weight of that commodity based on 
regional, rather than world, production data. At present, natural gas 
is the only commodity the weights of which are calculated on the basis 
of regional production data, with the relevant region defined as North 
America.
    The five-year moving average is updated annually for each commodity 
included in the GSCI, 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 CPWs used in calculating the GSCI 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 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 is reevaluated, based 
on the criteria and weighting procedure described above. This procedure 
is undertaken to allow the GSCI 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 will change on one or more of these monthly 
evaluation dates. The likely circumstances under which the Index 
Sponsor would be expected to change the composition of the Index during 
a given year, however, are (1) a substantial shift of liquidity away 
from a contract included in the Index as described above, or (2) an 
emergency, such as a natural disaster or act of war or terrorism, that 
causes trading in a particular contract to cease permanently or for an 
extended period of time. In either event, the Index Sponsor will 
consult with the Policy Committee in connection with the changes to be 
made and will publish the nature of the changes, through Web sites, 
news media or other outlets, with as much prior notice to market 
participants as is reasonably practicable. Moreover, regardless of 
whether any changes have occurred during the year, the Index Sponsor 
reevaluates the composition of the GSCI, in consultation with its 
Policy Committee, at the conclusion of each year, based on the above 
criteria. Other commodities that satisfy that criteria, if any, will be 
added to the GSCI. Commodities included in the GSCI that no longer 
satisfy that criteria, if any, will be deleted.
    The Index Sponsor, in consultation with its Policy Committee, also 
determines whether modifications in the selection criteria or the 
methodology for determining the composition and weights of and for 
calculating the GSCI are necessary or appropriate in order to assure 
that the GSCI represents a measure of commodity market performance. The 
Index Sponsor has the discretion to make any such modifications, in 
consultation with its Policy Committee.
    Total Dollar Weight of the GS Indexes.
    The total dollar weight of each GS Index is the sum of the dollar 
weight of each of the underlying commodities. The dollar weight of each 
such commodity on any given day is equal to:
     The daily contract reference price;
     Multiplied by the appropriate CPW; and
     During a roll period, the appropriate ``roll 
weights''(discussed below).
    The daily contract reference price used in calculating the dollar 
weight of each commodity 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; provided, that, if the price is 
not made available or corrected by 4 p.m. New York Time, the Index 
Sponsor may, if it deems that action to be appropriate under the 
circumstances, determine the appropriate daily contract reference price 
for the applicable futures contract in its reasonable judgment for 
purposes of the relevant GS Index calculation.
    Calculation of Total Return Indexes.
    The Total Return Indexes to which the performance of the Shares is 
linked, were established in May, 1991, with the exception of the 
Goldman Sachs Light Energy Total Return Index, which was established in 
April, 2004. Each Total Return Index reflects the return of the 
applicable Excess Return Index, together with the return on specified 
U.S. Treasury securities that are deemed to have been held to 
collateralize a hypothetical long position in the futures contracts 
comprising the applicable GS Index.
    Calculation of the Excess Return Indexes.
    The Excess Return Indexes, to which the performance of the 
applicable CERFs held by the Investing Pool are linked, were 
established in May, 1991, with the exception of GSLE-ER, which was 
established in April, 2004. Because futures contracts have scheduled 
expirations, or delivery months, as one contract nears expiration it 
becomes necessary to close out the position in that delivery month and 
establish a position in the next available delivery month. This process 
is referred to as ``rolling'' the position forward. Each Excess Return 
Index is designed to reflect the return from rolling each contract 
included in the applicable GS Index in this manner into the next 
available delivery month as it nears expiration. This is accomplished 
by selling the position in the first delivery month and purchasing a 
position of equivalent value in the second delivery month. If the price 
of the second contract is lower than the price of the first contract, 
the ``rolling'' process results in a greater quantity of the second 
contract being acquired for the same value. Conversely, if the price of 
the second contract is higher than the price of the first contract, the 
``rolling'' process results in a smaller quantity of the second 
contract being acquired for the same value.
    The value of each Excess Return Index on any GSCI[supreg] Business 
Day is equal to the product of (1) the value of the applicable Excess 
Return Index on the immediately preceding GSCI[supreg] Business Day 
multiplied by (2) one plus the contract daily return on the 
GSCI[supreg] Business Day on which the calculation is made.

[[Page 78491]]

    The value of each Total Return Index on any GSCI[supreg] Business 
Day is equal to the product of (1) the value of the Index on the 
immediately preceding GSCI[supreg] Business Day multiplied by (2) one 
plus the sum of the contract daily return \12\ and the Treasury bill 
return on the GSCI[supreg] Business Day on which the calculation is 
made, multiplied by (3) one plus the Treasury bill return for each non-
GSCI[supreg] Business Day since the immediately preceding GSCI[supreg] 
Business Day. The Treasury bill return is the return on a hypothetical 
investment at a rate equal to the interest rate on a specified U.S. 
Treasury bill.
---------------------------------------------------------------------------

    \12\ The contract daily return on any given day is equal to the 
sum, for each of the commodities included in the applicable GS 
Index, 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 such GS Index 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 near 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 GS 
Indexes are designed to replicate the performance of actual 
investments in the underlying contracts, the rolling process 
incorporated in the GS Indexes 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 applicable GS Index is gradually 
shifted from the first nearby contract expiration to the more 
distant contract expiration.
---------------------------------------------------------------------------

    The Index Sponsor began calculating and publishing the GS 
Industrial Metals Index on Reuters Page GSCO in May 1991. The value of 
that Index has been normalized such that its hypothetical level on 
January 3, 1978 was 93.50. The Index Sponsor began calculating and 
publishing the GSLE on Reuters Page GSCE in April 2004. The value of 
the GSLE has been normalized such that its hypothetical level on 
January 5, 1970 was 100.06. The Index Sponsor began calculating and 
publishing the GS Livestock Index on Reuters Page GSCL in May 1991. The 
value of that Index has been normalized such that its hypothetical 
level on January 5, 1970 was 100.77. The Index Sponsor began 
calculating and publishing the GS Non-Energy Index on Reuters Page GSCN 
in May 1991. The value of the Index has been normalized such that its 
hypothetical level on January 5, 1970 was 100.06.
    Valuation of CERFs; Computation of Trust's Net Asset Value.
    On each Business Day on which the NYSE is open for regular trading, 
as soon as practicable after the close of regular trading of the Shares 
on the NYSE (normally, 4:15 p.m., New York Time), the Trustee will 
determine the net asset value of the Trusts and the NAV as of that 
time.
    The Trustee will value the Trusts' assets based upon the 
determination by the Manager, which may act through the Investing Pool 
Administrator, of the net asset value of the Investing Pool. The 
Manager will determine the net asset value of the Investing Pool as of 
the same time that the Trustee determines the net asset value of the 
Trusts.
    The Manager will value the Investing Pools' long position in CERFs 
on the basis of that day's announced CME settlement price for the 
CERFs. The value of the Investing Pools' CERF position (including any 
related margin) will equal the product of (a) the number of CERF 
contracts owned by the particular Investing Pool and (b) the settlement 
price on the date of calculation. If there is no announced CME 
settlement price for the CERF on a Business Day, the Manager will use 
the most recently announced CME settlement price unless the Manager 
determines that that price is inappropriate as a basis for 
evaluation.\13\ The daily settlement price for the CERF is established 
by the CME shortly after the close of trading in Chicago on each 
trading day.
---------------------------------------------------------------------------

    \13\ The Manager's use of a price that is not the most recently 
announced CME settlement price, other than on a temporary basis 
based on extraordinary circumstances, would require Commission 
approval of an Exchange proposed rule change pursuant to Rule 19b-4.
---------------------------------------------------------------------------

    Once the value of the CERFs and interest earned on any assets 
posted as margin and any other assets of the Investing Pool has been 
determined, the Manager will subtract all accrued expenses and 
liabilities of each Investing Pool as of the time of calculation in 
order to calculate the net asset value of the Investing Pool. The 
Manager, or the Investing Pool Administrator on its behalf, will then 
calculate the value of the applicable Trust's Investing Pool Interest 
and provide this information to the Trustee.
    Once the value of the Trusts' Investing Pool Interests have been 
determined and provided to the Trustee, the Trustee will subtract all 
accrued expenses and other liabilities of each Trust from the total 
value of the assets of the Trust, in each case as of the calculation 
time. The resulting amount is the net asset value of the Trust. The 
Trustee will determine the NAV by dividing the net asset value of the 
Trust by the number of Shares outstanding at the time the calculation 
is made.
    The NAV for each Business Day on which the NYSE is open for regular 
trading will be distributed through major market data vendors and will 
be published online at http://www.ishares.com, or any successor 

thereto. The Trusts will update the NAV as soon as practicable after 
each subsequent NAV is calculated.
    Creations and Redemptions of Baskets.
    Creations of Baskets.
    According to the Registration Statements, creation and redemption 
of interests in the Trusts, and the corresponding creation and 
redemption of interests in the respective Investing Pools, will 
generally be effected through transactions in ``exchanges of futures 
for physicals'', or ``EFPs.'' EFPs involve contemporaneous transactions 
in futures contracts and the underlying cash commodity or a closely 
related commodity. In a typical EFP, the buyer of the futures contract 
sells the underlying commodity to the seller of the futures contract in 
exchange for a cash payment reflecting the value of the commodity and 
the relationship between the price of the commodity and the related 
futures contract. According to the Registration Statements, in the 
context of CERFs, CME rules permit the execution of EFPs consisting of 
simultaneous purchases (sales) of CERFs and sales (purchases) of 
Shares. This mechanism will generally be used by the Trusts in 
connection with the creation and redemption of Baskets. Specifically, 
it is anticipated that an Authorized Participant requesting the 
creation of additional Baskets typically will transfer CERFs and cash 
(or, in the discretion of the Trustee, Short-Term Securities in lieu of 
cash) to the Trusts in return for Shares.
    The Trusts will simultaneously contribute to the Investing Pools 
the CERFs (and any cash or securities) received from the Authorized 
Participant in return for an increase in its Investing Pool Interests. 
If an EFP is executed in connection with the redemption of one or more 
Baskets, an Authorized Participant will transfer to the applicable 
Trust the interests being redeemed and the Trust will transfer to the 
Authorized Participant CERFs, cash or Short-Term Securities. In order 
to obtain the CERFs, cash or Short-Term Securities to be transferred to 
the Authorized Participant, the Trust will redeem an equivalent portion 
of its interest in the Investing Pool Interests.
    The Trusts will offer Shares on a continuous basis on each Business 
Day, but only in Baskets consisting of 50,000 Shares. Baskets will be 
typically issued only in exchange for an amount of

[[Page 78492]]

CERFs and cash (or, in the discretion of the Trustee, Short-Term 
Securities in lieu of cash) equal to the Basket Amount for the Business 
Day on which the creation order was received by the Trustee. The Basket 
Amount for a Business Day will have a per Share value equal to the NAV 
as of such day. However, orders received by the Trustee after 2:40 
p.m., New York Time, will be treated as received on the next following 
Business Day. The Trustee will notify the Authorized Participants of 
the Basket Amount on each Business Day.
    Before the Trusts will issue any Baskets to an Authorized 
Participant, that Authorized Participant must deliver to the Trustee a 
creation order indicating the number of Baskets it intends to purchase 
and providing other details with respect to the procedures by which the 
Baskets will be transferred. The Trustee will acknowledge the creation 
order unless it or the Sponsor decides to refuse the order as described 
in the prospectus.
    Upon the transfer of (1) the required consideration of CERFs and 
cash (or, in the discretion of the Trustee, Short-Term Securities in 
lieu of cash) in the amounts, and to the accounts, specified by the 
Trustee, and (2) the Trustee's transaction fee per Basket (described 
below), the Trustee will deliver the appropriate number of Baskets to 
the DTC account of the Authorized Participant. In limited circumstances 
and with the approval of the Trustee, Baskets may be created for cash, 
in which case the Authorized Participant will be required to pay any 
additional issuance costs, including the costs to the applicable 
Investing Pool of establishing the corresponding CERF position.
    Only Authorized Participants can transfer the required 
consideration and receive Baskets in exchange. Authorized Participants 
may act for their own accounts or as agents for broker-dealers, 
custodians and other securities market participants that wish to create 
or redeem Baskets. An Authorized Participant will have no obligation to 
create or redeem Baskets for itself or on behalf of other persons. An 
order for one or more baskets may be placed by an Authorized 
Participant on behalf of multiple clients. The Sponsor and the Trustee 
will maintain a current list of Authorized Participants.
    No Shares will be issued unless and until the Trustee receives 
confirmation that (1) the required consideration has been received in 
the account or accounts specified by the Trustee and (2) the Manager 
confirms that Investing Pool Interests with an initial value equal to 
the consideration received for the Shares have been issued to the 
Trust. It is expected that delivery of the Shares will be made against 
transfer of consideration on the next Business Day (T+1) following the 
Business Day on which the creation order is received by the Trustee. If 
the Trustee has not received the required consideration for the Shares 
to be delivered on the delivery date, by 11 a.m., New York Time, the 
Trustee may cancel the creation order.\14\
---------------------------------------------------------------------------

    \14\ The price at which the Shares trade should be disciplined 
by arbitrage opportunities created by the ability to purchase or 
redeem shares of the Trust in Basket size. This should help ensure 
that the Shares will not trade at a material discount or premium to 
their net asset value or redemption value.
---------------------------------------------------------------------------

    Redemptions of Baskets.
    Authorized Participants may typically surrender Baskets in exchange 
only for an amount of CERFs and cash (or, in the discretion of the 
Trustee, Short-Term Securities in lieu of cash) equal to the Basket 
Amount on the Business Day the redemption request is received by the 
Trustee. However, redemption requests received by the Trustee after 
2:40 p.m., New York Time (or, on any day on which the CME is scheduled 
to close early, after the close of trading of CERFs on the CME on such 
day), will be treated as received on the next following Business Day. 
Holders of Baskets who are not Authorized Participants will be able to 
redeem their Baskets only through an Authorized Participant. It is 
expected that Authorized Participants may redeem Baskets for their own 
accounts or on behalf of Shareholders who are not Authorized 
Participants, but they are under no obligation to do so.
    Before surrendering Baskets for redemption, an Authorized 
Participant must deliver to the Trustee a written request indicating 
the number of Baskets it intends to redeem and providing other details 
with respect to the procedures by which the required Basket Amount will 
be transferred. The Trustee will acknowledge the redemption order 
unless it or the Sponsor decides to refuse the redemption order as 
described in the Trusts' prospectuses.
    After the delivery by the Authorized Participant to the Trustee's 
DTC account of the total number of Shares to be redeemed by an 
Authorized Participant, the Trustee will deliver to the order of the 
redeeming Authorized Participant redemption proceeds consisting of 
CERFs and cash (or, in the discretion of the Trustee, Short-term 
Securities in lieu of cash). In connection with a redemption order, the 
redeeming Authorized Participant authorizes the Trustee to deduct from 
the proceeds of redemption a transaction fee per Basket (described 
below). In limited circumstances and with the approval of the Trustee, 
Baskets may be redeemed for cash, in which case the Authorized 
Participants will be required to pay any additional redemption costs, 
including the costs to the Investing Pool of liquidating the 
corresponding CERF position. The Trust will receive these redemption 
proceeds pursuant to the Trust's contemporaneous redemption of 
Investing Pool Interests of corresponding value. Shares can be 
surrendered for redemption only in Baskets consisting of 50,000 Shares 
each.
    It is expected that delivery of the CERFs, cash or Short-term 
Securities to the redeeming Shareholder will be made against transfer 
of the Baskets on the next Business Day following the Business Day on 
which the redemption request is received by the Trustee. If the 
Trustee's DTC account has not been credited with the total number of 
Shares to be redeemed pursuant to the redemption order by 11 a.m., New 
York Time, on the delivery date, the Trustee may cancel the redemption 
order.
    DTC will accept the Shares for settlement through its book-entry 
settlement system. Shares do not have any voting rights.
    Fees and Expenses of the Trustee.
    Each order for the creation of Baskets must be accompanied by a 
payment to the Trustee of a transaction fee per Basket of $6.50 
multiplied by the number of CERFs included in the Basket Amount. For 
redemption orders, the redeeming Authorized Participant will authorize 
the Trustee to deduct from the proceeds of the redemption a transaction 
fee per Basket equal to $6.50 multiplied by the number of CERFs 
included in the Basket Amount, plus any expenses, taxes or charges 
(such as stamp taxes or stock transfer taxes or fees) related to the 
creation or surrender for redemption. The creation and redemption 
transaction fee per basket is subject to modification from time to 
time.
    The Trustee will be entitled to reimburse itself from the assets of 
the Trusts for all expenses and disbursements incurred by it for 
extraordinary services it may provide to the Trusts or in connection 
with any discretionary action the Trustee may take to protect the 
Trusts or the interests of the holders to the extent not paid by the 
Sponsor.
    Dissemination of Information Relating to the Shares.
    The Web site for the Trusts (http://www.ishares.com), which will be 

publicly accessible at no charge, will

[[Page 78493]]

contain the following information: (a) The prior Business Day's NAV and 
the reported closing price; (b) the mid-point of the bid-ask price \15\ 
in relation to the NAV as of the time the NAV is calculated (the ``Bid-
Ask Price''); (c) calculation of the premium or discount of such price 
against such NAV; (d) data in chart form displaying the frequency 
distribution of discounts and premiums of the Bid-Ask Price against the 
NAV, within appropriate ranges for each of the four previous calendar 
quarters; (e) the prospectus; (f) the holdings of the Trusts, including 
CERFs, cash and Treasury securities; (g) the Basket Amount, and (h) 
other applicable quantitative information. The Exchange on its Web site 
at http://www.nyse.com will include a hyperlink to the Trusts' Web site at http://www.ishares.com.

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

    \15\ The bid-ask price of Shares is determined using the highest 
bid and lowest offer as of the time of calculation of the NAV.
---------------------------------------------------------------------------

    As described above, the NAV for the Fund will be calculated and 
disseminated daily. The NYSE also intends to disseminate, during NYSE 
trading hours for the Trusts on a daily basis by means of CTA/CQ High 
Speed Lines information with respect to the Indicative Value (as 
discussed below), recent NAV, and Shares outstanding. The Exchange will 
also make available on http://www.nyse.com daily trading volume, 

closing prices, and the NAV.
    The Sponsor for the Trusts (Barclays Global Investors 
International, Inc.) has represented to the Exchange that the Trustee 
for the Trusts will make the net asset value (``NAV'') for the Trust 
available to all market participants at the same time.
    At present, official calculation by the Index Sponsor of the value 
of each GS Index is performed continuously and is updated on Reuters at 
least every fifteen seconds during NYSE trading hours for the Shares 
and during business hours on each Business Day (as defined above) on 
which the offices of Goldman Sachs in New York City are open for 
business. 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 Shares on that day.
    In addition, values updated at least every fifteen seconds are 
disseminated on Reuters for the Total Return Indexes during Exchange 
trading hours. Daily settlement values for the GS Indexes, Total Return 
Indexes and Excess Return Indexes are also widely disseminated.
    If the relevant 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; provided, that, if the price is 
not made available or corrected by 4 p.m. New York Time, the Index 
Sponsor may, if it deems that action to be appropriate under the 
circumstances, determine the appropriate daily contract reference price 
for the applicable futures contract in its reasonable judgment for 
purposes of the relevant GSCI calculation. 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, make an 
appropriate filing under Rule 19b-4.
    Various data vendors and news publications publish futures prices 
and data. Futures quotes and last sale information for the commodities 
underlying the Index are widely disseminated through a variety of 
market data vendors worldwide, including Bloomberg and Reuters. In 
addition, complete real-time data for such futures is available by 
subscription from Reuters and Bloomberg. The futures exchanges or which 
the underlying commodities and CERFs trade also provide delayed futures 
information on current and past trading sessions and market news 
generally free of charge on their respective Web sites. The specific 
contract specifications for the futures contracts are also available 
from the futures exchanges on their Web sites as well as other 
financial informational sources.
    Indicative Value.
    In order to provide updated information relating to the Trusts for 
use by investors, professionals, and other persons, the Exchange will 
disseminate through the facilities of CTA an updated Indicative Value 
on a per Share basis as calculated by Bloomberg. The Indicative Value 
will be disseminated at least every 15 seconds from 9:30 a.m. to 4:15 
p.m. New York Time. The Indicative Value will be calculated based on 
the cash and collateral in a Basket Amount divided by 50,000, adjusted 
to reflect the market value of the investments held by the applicable 
Investing Pool, i.e. CERFs. The Indicative Value will not reflect price 
changes to the price of an underlying commodity between the close of 
trading of the futures contract at the relevant futures exchange and 
the close of trading on the NYSE at 4:15 p.m. New York Time. The value 
of a Share may accordingly be influenced by non-concurrent trading 
hours between the NYSE and the various futures exchanges on which the 
futures contracts based on the Index commodities are traded. While the 
Shares will trade on the NYSE from 9:30 a.m. to 4:15 p.m. New York 
Time, the table above lists the trading hours for each of the Index 
commodities underlying the futures contracts.
    When the market for futures trading for each of the Index 
commodities is open, the Indicative Value can be expected to closely 
approximate the value per Share of the Basket Amount. However, during 
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 Shares and the NAV of 
the Shares. Indicative Value on a per Share basis disseminated during 
NYSE trading hours should not be viewed as a real time update of the 
NAV, which is calculated only once a day.
    The Exchange believes that dissemination of the Indicative Value 
provides additional information that is not otherwise available to the 
public and is useful to professionals and investors in connection with 
the Shares trading on the Exchange or creation or redemption of the 
Shares.

Other Characteristics of the Shares

    General Information. A minimum of two Baskets, representing 100,000 
Shares, will be outstanding for each Trust at the commencement of 
trading on the Exchange. Trading in Shares on the Exchange will be 
effected normally from 9:30 a.m. until 4:15 p.m. each day on which the 
Exchange is open for trading. The minimum trading increment for Shares 
on the Exchange will be $0.01.
    Fees. The Exchange original listing fee applicable to the listing 
of each Trust will be $5,000. The annual continued listing fee for each 
Trust will be $2,000.
    Continued Listing Criteria. Under the applicable continued listing 
criteria, the Shares may be delisted as follows: (1) Following the 
initial twelve-month period beginning upon the commencement of trading 
of the Shares, there are fewer than 50 record and/or beneficial holders 
of the Shares for 30 or more consecutive trading days; (2) the value of 
the Total Return Indexes cease to be calculated by or available from a 
major market data vendor on at least a 15-second basis from a source 
unaffiliated with the Sponsor, the Trust or the Trustee; (3) the 
Indicative Value ceases to be available on at least a 15-second delayed 
basis from a major market data vendor; or (4) such other event shall 
occur or condition exist that, in the opinion of the Exchange, makes 
further dealings on the Exchange inadvisable. The Exchange will remove

[[Page 78494]]

Shares from listing and trading upon termination of the Trust.
    In addition, the Exchange will file a proposed change pursuant to 
Rule 19b-4 under the Act\16\ seeking approval to continue trading the 
Shares and, unless approved, the Exchange will commence delisting the 
Shares, if: (1) The Index Sponsor substantially changes either the 
applicable Index component selection methodology or the weighting 
methodology; (2) a new component is added to the Index (or pricing 
information is used for a new or existing component) that constitutes 
more than 10% of the weight of the Index with whose principal trading 
market the Exchange does not have a comprehensive surveillance sharing 
agreement; (3) the Manager uses a price to value the Investing Pool's 
long position in CERFs based on a price other than the most recently 
announced CME settlement price, other than on a temporary basis based 
on extraordinary circumstances; or (4) a successor or substitute index 
is used in connection with the Shares. With respect to the successor or 
substitute index, the Rule 19b-4 filing will address, among other 
things, the listing and trading characteristics of such index and the 
Exchange's surveillance procedures applicable thereto.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78a.
---------------------------------------------------------------------------

    Exchange Trading Rules and Policies. The Shares are considered 
``securities'' pursuant to NYSE Rule 3 and are subject to all 
applicable trading rules.
    The Trust is exempt from corporate governance requirements in 
Section 303A of the NYSE Listed Company Manual, including the 
Exchange's audit committee requirements in Section 303A.06.\17\
---------------------------------------------------------------------------

    \17\ See Rule 10A-3(c)(7), 17 CFR 240.10A-3(c)(7) (stating that 
a listed issuer is not subject to the requirements of Rule 10A-3 if 
the issuer is organized as a trust or other unincorporated 
association that does not have a board of directors and the 
activities of the issuer are limited to passively owning or holding 
securities or other assets on behalf of or for the benefit of the 
holders of the listed securities).
    See also Securities Exchange Act Release Nos. 48745, November 4, 
2003; 68 FR 64154, November 12, 2003 (SR-NYSE-2002-33, SR-NASD-2002-
77, et al.) (specifically noting that the corporate governance 
standards will not apply to, among others, passive business 
organizations in the form of trusts); and 47654, April 25, 2003; 68 
FR 18788, April 16, 2003 (noting in Section II(F)(3)(c) that ``SROs 
may exclude from Exchange Act Rule 10A-3's requirements issuers that 
are organized as trusts or other unincorporated associations that do 
not have a board of directors or persons acting in a similar 
capacity and whose activities are limited to passively owning or 
holding (as well as administering and distributing amounts in 
respect of) securities, rights, collateral or other assets on behalf 
of or for the benefit of the holders of the listed securities'').
---------------------------------------------------------------------------

    The Exchange has adopted Rules 1300B (``Commodity Trust Shares'') 
to deal with issues related to the trading of the Shares. Specifically, 
for purposes of Rules 13 (``Definitions of Orders''), 36.30 
(``Communications Between Exchange and Members'' Offices''), 98 
(``Restrictions on Approved Person Associated with a Specialist's 
Member Organization), 104 (``Dealings by Specialists''), 105(m) 
(``Guidelines for Specialists'' Specialty Stock Option Transactions 
Pursuant to Rule 105''), 460.10 (``Specialists Participating in 
Contests''), 1002 (``Availability of Automatic Feature''), and 1005 
(``Order May Not Be Broken Into Smaller Accounts''), the Shares will be 
treated similar to Investment Company Units.\18\
---------------------------------------------------------------------------

    \18\ In particular, Rule 1300B provides that Rule 105(m) is 
deemed to prohibit an equity specialist, his member organization, 
other member, allied member or approved person in such member 
organization or officer or employee thereof from acting as a market 
maker or functioning in any capacity involving market-making 
responsibilities in the applicable futures contracts, except as 
otherwise provided therein.
---------------------------------------------------------------------------

    When these Rules discuss Investment Company Units, references to 
the word index (or derivative or similar words) are deemed to be 
references to the applicable commodity or commodity index price and 
reference to the word security (or derivative or similar words) are 
deemed to be references to Commodity Trust Shares.
    The Exchange does not currently intend to exempt Commodity Trust 
Shares from the Exchange's ``Market-on-Close/Limit-on-Close/Pre-Opening 
Price Indications'' Policy, although the Exchange may do so by means of 
a rule change in the future if, after having experience with the 
trading of the Shares, the Exchange believes such an exemption is 
appropriate.
    As a general matter, the Exchange has regulatory jurisdiction over 
its member organizations and any person or entity controlling a member 
organization. The Exchange also has regulatory jurisdiction over a 
subsidiary or affiliate of a member organization that is in the 
securities business. A member organization subsidiary or affiliate that 
does business only in commodities would not be subject to NYSE 
jurisdiction, but the Exchange could obtain certain information 
regarding the activities of such subsidiary or affiliate through 
reciprocal agreements with regulatory organizations of which such 
subsidiary or affiliate is a member.

Surveillance

    The Exchange represents that its surveillance procedures are 
adequate to properly monitor the trading of the Shares and the Index 
components. The Exchange will rely upon existing NYSE surveillance 
procedures governing equities with respect to surveillance of the 
Shares. The Exchange believes that these procedures are adequate to 
monitor Exchange trading of the Shares, to detect violations of 
Exchange rules, consequently deterring manipulation. In this regard, 
the Exchange currently has the authority under NYSE Rule 476 to request 
the Exchange specialist in the Shares to provide NYSE Regulation with 
information that the specialist uses in connection with pricing the 
Shares 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.
    With regard to the Index components, the Exchange can obtain market 
surveillance information, including customer identity information, with 
respect to transactions occurring on the New York Mercantile Exchange, 
the Kansas City Board of Trade, ICE and the LME, pursuant to its 
comprehensive information sharing agreements with each of those 
exchanges. All of the other trading venues on which current components 
of the Total Return Indexes and CERFs are traded are members of the 
Intermarket Surveillance Group (``ISG'') and the Exchange therefore has 
access to all relevant trading information with respect to those 
contracts without any further action being required on the part of the 
Exchange.

Trading Halts

    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares. Trading on the Exchange in the Shares may be 
halted because of market conditions or for reasons that, in the view of 
the Exchange, make trading in the Shares inadvisable. These may include 
(1) the extent to which trading is not occurring in the underlying 
commodities or (2) whether other unusual conditions or circumstances 
detrimental to the maintenance of a fair and orderly market are 
present. In addition, trading in Shares is subject to trading halts 
caused by extraordinary market volatility pursuant to Exchange's 
``circuit breaker'' rule.\19\ If the value of the Total Return Index 
associated with

[[Page 78495]]

a Trust's Shares or the applicable Indicative Value is not being 
disseminated on at least a 15 second basis during the hours the Shares 
trade on the Exchange, the Exchange may halt trading during the day in 
which the interruption to the dissemination of the Indicative Value or 
the Index value occurs. If the interruption to the dissemination of the 
Indicative Value or the Index value persists past the trading day in 
which it occurred, the Exchange will halt trading no later than the 
beginning of the trading day following the interruption.
---------------------------------------------------------------------------

    \19\ See NYSE Rule 80B.
---------------------------------------------------------------------------

Due Diligence

    Before a member, member organization, allied member or employee 
thereof recommends a transaction in the Shares, such person must 
exercise due diligence to learn the essential facts relative to the 
customer pursuant to Exchange Rule 405, and must determine that the 
recommendation complies with all other applicable Exchange and Federal 
rules and regulations. A person making such recommendation should have 
a reasonable basis for believing, at the time of making the 
recommendation, that the customer has sufficient knowledge and 
experience in financial matters that he or she may reasonably be 
expected to be capable of evaluating the risks and any special 
characteristics of the recommended transaction, and is financially able 
to bear the risks of the recommended transaction.

Information Memo

    The Exchange will distribute an Information Memo to its members in 
connection with the trading in the Shares. The Memo will discuss the 
special characteristics and risks of trading this type of security. 
Specifically, the Memo, among other things, will discuss what the 
Shares are, that Shares are not individually redeemable but are 
redeemable only in Baskets of 50,000 shares or multiples thereof, how a 
Basket is created and redeemed, applicable Exchange rules, the 
Indicative Value, dissemination information, trading information and 
the applicability of suitability rules, and exemptive relief granted by 
the Commission from certain rules under the Act.\20\ The Memo will also 
reference that the Trusts are subject to various fees and expenses 
described in the Registration Statements. Finally, the Memo will also 
note to members language in the Registration Statements regarding 
prospectus delivery requirements for the Shares. The Memo will also 
reference the fact that there is no regulated source of last sale 
information regarding physical commodities and that the Commission has 
no jurisdiction over the trading of physical commodities or the futures 
contracts on which the value of the shares is based.
---------------------------------------------------------------------------

    \20\ The applicable rules are: Rule 10a-1; Rule 200(g) of 
Regulation SHO, Section 11(d)(1) and Rule 11d1-2, and Rules 101 and 
102 of Regulation M under the Act.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the basis under the Act for this 
proposed rule change is the requirement under Section 6(b)(5)\21\ 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.
---------------------------------------------------------------------------

    \21\ 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 Exchange Act.

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

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

III. Date of Effectiveness of the Proposed Rule

    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, as amended, should be disapproved.

IV. Solicitation of Comments

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

Electronic Comments

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

File No. SR-NYSE-2006-75 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSE-2006-75. This file 
number should be included on the subject line if e-mail is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
). Copies of the submission, all subsequent amendments, all 

written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for inspection and 
copying in the Commission's Public Reference Room. Copies of such 
filing also will be available for inspection and copying at the 
principal office of the Exchange. All comments received will be posted 
without change; the Commission does not edit personal identifying 
information from submissions. You should submit only information that 
you wish to make available publicly. All submissions should refer to 
File Number SR-NYSE-2006-75 and should be submitted on or before 
January 16, 2007.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\22\
---------------------------------------------------------------------------

    \22\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Lynn Taylor,
Assistant Secretary.
[FR Doc. E6-22394 Filed 12-28-06; 8:45 am]

BILLING CODE 8011-01-P
