(c) The effective date of any suspension, [er] cancellation or moratorium shall be set by the Board, a
Special Committee appointed by the Board, or the Cocoa, Coffee and Pulp Warehouse and License
Committee, as the case may be.

Rule 6.05. Conflicts of Interest Involving Named Parties in Interest
(a) Definitions. For purposes of this Rule the following definitions shall apply:

(i) The term "Family Relationship" shall mean the Person's spouse, former spouse, parent,
stepparent, child, stepchild, sibling, stepbrother, stepsister, grandparent, grandchild, uncle, aunt,
nephew, niece or in-law.

(ii) The term "Named Party in Interest" shall mean a Person or entity that is identified by name
as a subject of any matter being considered by the Board or a committee.

(b) Prohibition. No member of the Board or of any committee which has authority to take action for
and in the name of the Exchange (not including any committee which is only authorized to make
recommendations for action by the Board or some other committee) shall knowingly participate in such
body's deliberations or voting in any matter involving a Named Party in Interest where such member (i) is
a Named Party in Interest, (ii) is an employer, employee, fellow employee or guarantor of a Named Party
in Interest, (iii) is associated with a Named Party in Interest through a Broker Association, (iv) has a
family relationship with a Named Party in Interest or (v) has any other significant, ongoing business
relationship with a Named Party in Interest, excluding relationships limited to executing futures or option
transactions opposite each other or to clearing futures or options transactions through the same Clearing
Member. For purposes of clause (v) of the preceding sentence, a member of the Board or any such
committee shall not automatically be deemed to have a ‘significant, ongoing business relationship’ with a
Licensee or applicant for license as a Warehouse Operator solely because the member or any Affiliated
Firm of the member stores a commodity in facilities maintained by such Licensee or applicant.

[REMAINDER OF RULE UNCHANGED]



Gin} NEW YORK YORK

BOARD OF TRADE”
World Financial Center

One North End Avenue
New York, New York 10282

BY ELECTRONIC TRANSMISSION
05-46
November 21, 2005

Ms. Jean A. Webb

Secretary of the Commission

Office of the Secretariat

Commodity Futures Trading Commission
Three Lafayette Centre

1155 21" Street, NW

Washington, DC 20581

Re: Amendments to Rules 7.20 and 6.05 -
Submission Pursuant to Section 5c(c)(1) of the Act and Regulation 40.6

Dear Ms. Webb:

Pursuant to Section 5c(c)(1) of the Commodity Exchange Act, as amended, and
Commission Regulation 40.6, the Board of Trade of the City of New York, Inc. (“Exchange”)
submits, by written certification, amendments to Rules 7.20 and 6.05, attached as Exhibit A.

The Cocoa, Coffee and Pulp Warehouse and License Committee (“Committee”) and the
Board have authority, under Rule 7.20, to suspend or cancel any license issued pursuant to the
Rules, including licenses issued to warehouse stores. In the past there have been situations when
a licensed coffee or cocoa store has suffered temporary damage or otherwise was not in full
compliance with all of the Exchange standards applicable to it under the Rules. In most of these
cases, the warehouse operator has immediately undertaken to make repairs or take other remedial
action to rectify the condition and bring the affected stores into compliance. Because of the
impact that a suspension would have on any certified product held in such a store, the approach
taken by the Committee in such cases has been to avoid suspending the license of the affected
stores in favor of declaring a temporary moratorium on accepting Exchange stocks into the store,
making delivery under Exchange contracts from the store, or certifying stocks held in the store.
This has worked effectively to accommodate the interests of the owners, the warehouses and the
Exchange, and does not limit the power of the Committee or the Board to suspend or revoke the
license, if it becomes necessary to do so.

The amendments to Rule 7.20 codify, and place limits on, the Committee’s authority to
issue such a moratorium. Specifically, a moratorium could not exceed sixty (60) days and would


not be issued without one (1) business day’s notice to the warehouse operator prior to
considering the matter. In addition, if the moratorium would likely have an effect on the price of
-2-

an Exchange contract or the market for such contract, then consideration of a moratorium could
only be made by the Board, invoking the conflict of interest rules applicable to significant
actions. While a moratorium is in effect, no certificated stocks could be received by the store, no
deliveries on Exchange contracts could be made from the store, and no uncertified product held
in the store could be granted certification. Nothing would prohibit the owner of stocks held in
the store from moving the product, at the owner’s expense, to another location (whether or not to
a licensed store).

Rule 6.05 codifies the Conflict of Interest Rule that applies whenever a committee that
has authority to act for, or in the name of, the Exchange considers a matter involving a Named
Party-in-Interest. It requires abstention from deliberation and voting by any committee member
who has a relationship with the named party-in-interest falling within certain enumerated
categories, such as family members. It also requires abstention if there is a significant business
relationship between the committee member and named party-in-interest, and specifies certain
types of relationships that will not be deemed “significant” under the Rule. The amendment to
Rule 6.05 provides that a committee member will not automatically be deemed to have a
‘significant, ongoing business relationship’ with a warehouse operator or applicant for license,
solely because the member or an affiliated firm of the member stores a commodity in facilities
maintained by such warehouse operator or applicant.

The Exchange certifies that the amendments comply with the requirements of the
Commodity Exchange Act and the rules and regulations promulgated thereunder.

The amendments were adopted by the Exchange’s Board of Governors on November 17,
2005. They will become effective on November 22, 2005. No substantive opposing views were
expressed by members or others with respect to the amendments.

If you have any questions or need further information, please contact me at

jfassler@nybot.com or 212-748-4084.

Sincerely,

Jill S. Fassler
Vice President
Associate General Counsel

ce: Riva Adriance
Thomas Leahy, Jr.
CFTC, Division of Market Oversight
Allen Cooper
CFTC, New York Regional Office


(In the text of the amendments below, additions are underlined and deletions are bracketed and
lined out.)

Rule 7.20. Suspension and Cancellation

(a)(i) The Board or the Cocoa, Coffee and Pulp Warehouse and License Committee may, in its sole
and absolute discretion, with or without cause, suspend or cancel at any time any license granted or
renewed, including without limitation any license issued to a Licensed Store pursuant to the Rules.

(ii) The Board may, in its sole and absolute discretion, with or without cause, suspend or cancel at
any time any Warehouse Operator's license issued pursuant to the Rules.

(iii) The Board or the Cocoa, Coffee and Pulp Warehouse and License Committee may, in its sole
and absolute discretion, declare a moratorium on the receipt or delivery of certificated cocoa, coffee.
or pulp by or from any Licensed Stores if it has reason to believe that such Licensed Stores are not in
compliance with the Rules and the Warehouse Operator that is the Licensee of such Licensed Stores
agrees to take such measures as are necessary to bring them into compliance within the period of time
specified by the Board or the Committee. Notwithstanding the preceding sentence, the Cocoa, Coffee
and Pulp Warehouse and License Committee may not declare such a moratorium if, in its judgment,
such action is likely to have a material effect upon the price of any Commodity Contract or might
otherwise have a material impact on the market for such Commodity Contract. In the event that_a
moratorium is declared hereunder, the certification of any Commodity held in the licensed stores as to
which such moratorium is declared, shall be prohibited until such moratorium is terminated. Any
moratorium declared hereunder shall not exceed sixty (60) days if declared by the Cocoa, Coffee and
Pulp Warehouse and License Committee. The imposing body may shorten the duration of, or
terminate, any moratorium declared hereunder if the Licensee demonstrates to the Exchange that the
affected Licensed Stores are in full compliance with the Rules. Nothing contained herein shall be
deemed to prohibit the owner of any Commodity stored in a Licensed Store as to which a moratorium
has been declared, from moving the Commodity, at the owner’s sole expense, to another location.
Prior to determining whether a moratorium should be declared, the Exchange shall provide one
Business Day’s notice to the Licensee of the affected stores and shall forward to the deliberating body
such information as the Licensee furnishes.

([##]iv)The Cocoa, Coffee and Pulp Warehouse and License Committee shall cancel a coffee
grader's or classifier's license in the event that such grader or classifier fails to pass the maintenance
grading test prescribed in subparagraph (c)(i) of Rule 7.06 or fails to comply with the requirements
set forth in subparagraphs (c)(ii) and (iii) of Rule 7.06.

([#*]v)The Cocoa, Coffee and Pulp Warehouse and License Committee shall cancel a cocoa grader's
Exchange license in the event that such grader fails to grade cocoa a minimum of one (1) time every
two (2) years as set forth in paragraph (d) of Rule 7.06.

(b) Prior to the Cocoa, Coffee and Pulp Warehouse and License Committee or the Board suspending
or canceling any license issued pursuant to this Rule, the Licensee shall be given notice of the intention to
suspend or cancel and an opportunity to be heard by the Cocoa, Coffee and Pulp Warehouse and License
Committee or the Board (or a Special Committee as may be appointed for such purpose by the Board), as
the case may be, to present evidence as to why the license should not be suspended or canceled, provided
that the Vice President-Commodity Operations receives a written request from the Licensee for such a
hearing within two (2) Business Days after receipt of such notice by the Licensee.

EXHIBIT A