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BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55202; File No. SR-NASDAQ-2006-040] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing of Amendment No. 3 to the Proposed Rule Change, and Order Granting Accelerated Approval of Proposed Rule Change as Modified by Amendment Nos. 2 and 3 To Modify Certain Fees for Listing on The NASDAQ Stock Market and To Make Available Certain Products and Services January 30, 2007. I. Introduction 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 October 2, 2006, The NASDAQ Stock Market LLC (“Nasdaq”) filed with the Securities and Exchange Commission (“Commission” or “SEC”) a proposed rule change to modify certain fees for listing on The Nasdaq Stock Market and to make available certain products and services.
On October 30, 2006, Nasdaq filed Amendment No. 1. 3 Nasdaq filed Amendment No. 2 on October 31, 2006. The Commission published notice of the proposed rule change, as amended, in the **Federal Register** on November 21, 2006. 4 The Commission received 131 comment letters. 5 On January 16, 2007, Nasdaq filed a response to comments, 6 and also filed Amendment No. 3 to the proposed rule change, asking the Commission to grant accelerated approval of the proposed rule change, as amended.
The Commission hereby issues notice of the filing of Amendment No. 3 and simultaneously grants accelerated approval to the proposed rule change as modified by Amendment Nos. 2 and 3. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 Amendment No. 1 was improperly filed, and has no impact on this proposed rule change. 4 *See* Securities Exchange Act Release No. 54752 (November 14, 2006), 71 FR 67410. 5 Five comment letters were submitted before publication of the notice in the **Federal Register** . *See* October 13, 2006 letter from David B.
Armon, Chief Operating Officer (“COO”), PR Newswire, to Arnold Golub, Associate General Counsel (“AGC”), Nasdaq, and October 25, 2006 letter from Jon Olson, Chief Financial Officer (“CFO”), Xilinx, Inc. to Arnold Golub, AGC, Nasdaq. These two letters were included as exhibits to Amendment No. 2. *See also* November 3, 2006 letter from David B. Armon, COO, PR Newswire, to Arnold Golub, AGC, Nasdaq; November 3, 2006 letter from James R. Doty, Baker Botts LLP to Edward S. Knight, Executive Vice President (“EVP”), Nasdaq;
November 15, 2006 letter from Michael Nowlan, Chief Executive Officer (“CEO”), Market Wire to Christopher Cox, Chairman, SEC. The Commission received 117 letters after the publication of the notice but before Nasdaq filed Amendment No. 3: November 22, 2006 letter from Mark Borman, Vice President (“VP”)—Investor Relations (“IR”), ADC; November 22, 2006 letter from David Humphrey, Director of IR, Arkansas Best Corporation; November 22, 2006 letter from Paul Richins, VP of IR, Utah Medical Products, Inc.;
November 22, 2006 letter from Ralph Walther, Controller, Brooklyn Federal Bancorp, Inc.; November 24, 2006 letter from Frank Cinatl, VP, Abatix Corp.; November 24, 2006 letter from Scott C. Harvard, President/CEO, Shore Financial Corporation; November 25, 2006 letter from Leslie Green, Green Communications Consulting, LLC; November 26, 2006 letter from Robert Shuster, CFO, Independent Bank Corporation; November 27, 2006 letter from Thomas J. Linneman, CEO, Cheviot Financial Corp.;
November 27, 2006 letter from Bill Newbould, VP, Corporation Communications, Endo Pharmaceuticals, Inc.; November 27, 2006 letter from Robert Falconi; November 27, 2006 letter from Pamela Murphy, VP IR and Corporate Communications, Incyte Corporation; November 27, 2006 letter from Kevin R. Rhodes, CFO, Edgewater Technology, Inc.; November 27, 2006 letter from Wesley A. Harris, Senior Director—Corporate and Investor Communications, International Speedway Corporation; November 27, 2006 letter from Vicki L.
La Mar; November 27, 2006 letter from David W. Dunlap, CFO, Socket Communications, Inc.; November 27, 2006 letter from Ken Maples, CFO, Hiland Partners, LP & Hiland Holdings GP, LP; November 27, 2006 letter from Don T. Seaquist; November 27, 2006 letter from Mitchell A. Derenzo, EVP and CFO, American River Bankshares; November 27, 2006 letter from Nadine Padilla, VP, IR, Biosite Incorporated; November 28, 2006 letter from Jim Bauer, VP-IR, ARRIS Group, Inc.; November 28, 2006 letter from Deirdre Skolfield;
November 28, 2006 letter from Bill Perry, Director, Public & IR, SumTotal Systems; November 28, 2006 letter from Don Jennings, President, Kentucky First Federal Bancorp; undated letter from Paul Jennings, President and CEO, Innospec Inc.; November 29, 2006 letter from Darin Sahler, Global Public Relations Manager, FARO Technologies; November 29, 2006 letter from William C. Monigle, President, Bill Monigle Associates; November 29, 2006 letter from Robert C. Weiner, VP, IR, PSS World Medical, Inc.;
November 29, 2006 letter from Donovan Chin; November 29, 2006 letter from Donald F. Kuratko, The Jack M. Gill Chair of Entrepreneurship, The Kelley School of Business, Indiana University, Bloomington; November 29, 2006 letter from E.E. Wang; November 29, 2006 letter from David Chidester, CFO, Overstock.com; November 29, 2006 letter from Michael W. Dosland, President and CEO, First Federal Bankshares, Inc.; November 30, 2006 letter from Ronald Remick, SVP and CFO, K-Tron International, Inc.;
November 30, 2006 letter from Robert J. Caso, CFO, Cellegy Pharmaceuticals; November 30, 2006 letter from Bill Richardson, Governor of New Mexico; December 1, 2006 letter from Shannon Burns, CFA, Gander Mountain Company; December 1, 2006 letter from Ken Maples, CFO, Hiland Partners, LP; December 4, 2006 letter from Melvin J. Thompson; December 4, 2006 letter from Steven D. Carr, Managing Director, Dresner Corporate Services; December 4, 2006 letter from Geoffrey M. Boyd, CFO, Eschelon Telecom, Inc.;
December 4, 2006 letter from Ann M. Storberg, VP—IR, American Physicians Capital, Inc.; December 6, 2006 letter from Michael Frank, Director of IR, EDGAR Online, Inc.; December 6, 2006 letter from David G. Wallace, IR Officer, Bancshares of Florida, Inc.; December 7, 2006 letter from Andrew J. Simmons, CFO, Stealthgas, Inc.; December 7, 2006 letter from J.O. Michael; December 6, 2006 letter from Betsy Atkins; December 7, 2006 letter from Diane Helland, Director, IR and Corporate Communications, Quality Distribution;
December 7, 2006 letter from Earle A. MacKenzie, EVP, Shenandoah Telecommunication Company; December 7, 2006 letter from Bradley Gittings; December 7, 2006 letter from Michael Walsh, Principal, IR Associates; December 7, 2006 letter from Scott Poirier, NewStar Financial, Inc.; December 7, 2006 letter from Rich Jeffers, Director, IR, NetBank, Inc.; December 7, 2006 letter from Christine Cassiano, Director, Corporate Communications and IR, Abraxis BioScience, Inc.; December 8, 2006 letter from Terry D.
Frandsen, CFO, Escalade, Inc.; December 8, 2006 letter from Bruce N. Beckloff, VP of IR, ARM Holdings; December 7, 2006 letter from Mark E. Reese, SVP and CFO, EMC Insurance Group Inc.; December 8, 2006 letter from Scott Leslie, President, One Good Call; December 8, 2006 letter from John Scott; December 8, 2006 letter from Scott Huber; December 8, 2006 letter from James Scott; December 8, 2006 letter from Constantine Konstans, Professor and Director of the Institute for Excellence in Corporate Governance, School of Management, University of Texas at Dallas;
December 8, 2006 letter from Charlotte F. Shropshire, Business Development Ashton Partners; December 8, 2006 letter from Bill Turcotte; December 8, 2006 letter from David H. Chun, CEO, Equilar, Inc.; December 8, 2006 letter from Marlon S. Evans, Non-Profit Executive Director; December 9, 2006 letter from Willa M. McManmon, Director, IR, Trimble; December 10, 2006 letter from Venkatraman Balakrishnan, CFO, Infosys Technologies Limited; December 10, 2006 letter from Brad Burke, Managing Director, Rice Alliance for Technology and Entrepreneurship;
December 10, 2006 letter from Judith A. Lindsay, Retired IRO; December 11, 2006 letter from Freddie Liu, CFO, ASE Test Limited; December 11, 2006 letter from Jos [ *sic* ] Ignacio Del Barrio; December 11, 2006 letter from Joy Basu, CFO, Rediff.com India Limited; December 11, 2006 letter from Jacqueline Borer, Borer Financial Communications, LLC; December 11, 2006 letter from Steve D. Albright, VP and CFO, Reliv International, Inc.; December 11, 2006 letter from Roland Sackers, CFO, QIAGEN N.V.;
December 11, 2006 letter from Mary Ryan; December 11, 2006 letter from Mari-Anne Pisarri, Pickard and Djinis LLP, on behalf of Thomson Financial LLC; December 11, 2006 letter from Ann M. Jones, IR Consultant; December 11, 2006 letter from Mariann Caprino; December 11, 2006 letter from Donovan Chin; December 11, 2006 letter from Gale Blackburn, Corporate VP of IR, AmCOMP Incorporated; December 11, 2006 letter from Christopher S. Keenan, Director, IR, Cytokinetics; December 11, 2006 letter from Lillian Vassilatos, IR, Eclipsys Corporation;
December 11, 2006 letter from Tammy Thayer, President, Center for Advanced Studies in Business, UW-Madison; December 11, 2006 letter from Sarah Norton, IR; December 11, 2006 letter from Matthew J. Pfeffer, CPA, CFO and SVP, Finance and Administration; December 11, 2006 letter from Athan Demakos; December 11, 2006 letter from John L. Hunter; December 11, 2006 letter from Suresh K. Bhaskaran; December 11, 2006 letter from Marc R. Paul and Margaret R. Blake, Baker & McKenzie LLP, on behalf of PR Newswire;
December 11, 2006 letter from F. Scott Dueser, President and CEO, First Financial Bankshares; December 11, 2006 letter from Robert L. Stolebarger, Roger Myers, and Richard M. Mooney, Holme Roberts & Owen LLP, and James R. Doty and Brad Bennett, Baker Botts LLP, on behalf of Business Wire; December 12, 2006 letter from Tom G. Howitt, CFO, Genetic Technologies Limited; December 12, 2006 letter from Simon C. Adams; December 12, 2006 letter from Ramasubramanian Venkatasubramanian, Company Secretary, Sify Limited;
December 12, 2006 letter from Eric P. Merrigan, CPA, Member, CPA Australia; December 12, 2006 letter from Efstathios D. Gourdomichalis, CFO, Freeseas; December 12, 2006 letter from Paul McBarron; December 12, 2006 letter from Julian Thomson, IR Manager, Acergy S.A.; December 12, 2006 letter from John W. Sinders, Jr., Director—Transportation, Oil Service and Emerging Markets, Jefferies & Company, Inc.; December 12, 2006 letter from Dominic Jones, Principal, IRWebReport.com; December 12, 2006 letter from Fran Butera, CFA, WPP, Director of IR;
December 12, 2006 letter from Michael P. Black, Associate of the Charted Institute of Management Accountants; December 12, 2006 letter from Patrick J. Healy, CPA, MBA, CEO, Issuer Advisory Group; December 12, 2006 letter from Len Cereghino, The Cereghino Group; December 12, 2006 letter from Louis Ploth, Jr., VP and CFO, Repros Therapeutics Inc.; December 12, 2006 letter from Jonathan E. Drayna, VP, IR, Associated Banc-Corp; December 12, 2006 letter from Michael N. Sohn and Donna E.
Patterson, Arnold & Porter LLP, on behalf of Nasdaq; December 12, 2006 letter from Andrew A. Sauter, VP, Finance—Avigen, Inc.; December 12, 2006 letter from Richard Sommer; December 12, 2006 letter from Lisa Ann Sanders; December 13, 2006 letter from David Chidester, CFO, Overstock.com; December 13, 2006 letter from Jose Ignacio Del Barrio, EVP Business Development and Head of IR—TELVENT GIT; December 13, 2006 letter from David K. Waldman on behalf of Perma-Fix Environmental Services;
December 15, 2006 letter from Adam Yan, eFuture Information Tech Inc.; undated letter from Douglas Ian Shaw, SVP and Corporate Secretary, Suffolk County National Bank, Suffolk Bancorp. The Commission also received nine letters after Nasdaq filed Amendment No. 3. *See* footnote 5 *infra.* January 23, 2007 letter from Marc R. Paul and Margaret R. Blake, Baker & McKenzie LLP, on behalf of PR Newswire; January 23, 2007 letter from Frank J. Cinatl, CFO, Abatix Corp.; January 24, 2007 letter from Kelly A.
Richards, Marketing Director, Inforte; January 23, 2007 letter from Garry D. Kline; January 23, 2007 letter from Douglas Ian Shaw, SVP and Corporate Secretary, Suffolk Bancorp; January 23, 2007 letter from Steve Loomis, CardioDynamics—the ICG Company; January 25, 2007 letter from Steve Loomis, asking to recall January 23, 2007 letter; January 25, 2007 letter from Robert L. Stolebarger, Roger Myers, Holme Roberts & Owen LLP and James R. Doty, Brad Bennett, Baker Botts LLP; January 29, 2007 letter from Marc R.
Paul and Margaret R. Blake, Baker & McKenzie LLP. 6 *See* January 16, 2007 letter to Nancy M. Morris, Secretary, SEC, from Edward S. Knight, Executive Vice President and General Counsel, Nasdaq (“Nasdaq Response”). II. Description of the Proposed Rule Change With the initial proposed rule change and Amendment No. 2, Nasdaq proposed the following: • To modify the entry fees payable by issuers listing on the Nasdaq Capital Market (“Capital Market”) (assessed on the date of entry and calculated based on total shares outstanding) by increasing the minimum entry fee from $25,000 for listing up to five million shares of securities with a maximum of $50,000 for listing over 15 million shares, to $50,000 for an issuer listing up to 15 million shares with a maximum of $75,000 for an issuer listing over 15 million shares; • To modify the fees for listing additional shares by domestic companies listed on the Nasdaq Global Market (“Global Market”) or the Capital Market by increasing the minimum quarterly fee from $2,500 or $0.01 per additional shares (whichever is higher) up to an annual maximum of $45,000 per issuer, to $5,000 with the maximum fee increasing to $65,000 per year (the rule would continue to provide that no fee be charged for issuances of up to 49,999 additional shares per quarter); • To introduce an LAS fee of $5,000 for non-U.S. companies that list additional shares or additional shares underlying American Depositary Receipts (“ADRs”) in a given fiscal year (historically, Nasdaq did not charge these companies an LAS fee), calculating the fee annually based on the change in the issuer's total shares outstanding as reported on its annual reports filed with the SEC (excluding issuances of up to 49,999 additional shares per year); • To increase annual fees on the Global Market from a minimum of $24,500 and a maximum of $75,000, to a minimum of $30,000 and a maximum of $95,000; • To increase annual fees on the Capital Market from a minimum of $17,500 and a maximum of $21,000 to a $27,500 flat fee for any amount of shares outstanding (annual fees for ADRs listed on the Capital Market and ADRs and Closed End Funds on the Global Market would remain unchanged); • To increase the non-refundable fee for a written interpretation from Nasdaq as to how Nasdaq's rules apply to a specific action or transaction that an issuer is considering from $2,000 to $5,000; additionally, Nasdaq proposes to increase the fee from $10,000 to $15,000 when the issuer seeks this same service on an expedited basis; • To adopt new Interpretive Material to clarify that, in the case where a Nasdaq-listed company is acquired by a non-Nasdaq company and the surviving entity of the merger lists on the Global Market or the Capital Market, the company would receive a pro-rated waiver of the annual fee for the period of time following the merger; • To waive the entry fee if a non-listed company acquires a company listed on another market, and, in connection with the acquisition, the surviving entity lists on Nasdaq; • To eliminate the entry fee for most companies transferring between the Capital Market and the Global Market.
The Global Market entry fee would not be applicable to a transfer from the Capital Market to the Global Market, except if a company that qualified for the Global Market chose to initially list after January 1, 2007 on the Capital Market instead. In that limited case, when the company seeks to transfer, Nasdaq proposes to charge the company the difference between the Global Market Fee in effect at the time of the transfer and the Capital Market fee previously paid. • To make available products and services intended to assist companies with their disclosure and regulatory obligations, shareholder communications, and other corporate objectives.
With Amendment No. 3, Nasdaq withdrew from the proposal its initial offer of products and services. Specifically, Nasdaq has determined not to rely on the previously offered service that converts companies' annual reports and proxy materials into dynamic, online documents for use by current and potential shareholders, four audio webcasts, four press releases, four Form 8-K (or 6-K) filings, and customized reports to help analyze issuers' risk of exposure to securities litigation, as a basis for the proposed fee increases.
III. Summary of Comments A large number of comment letters focused on Nasdaq's offer of a bundle of products and services described above. While there were 65 letters in favor of the proposal and the bundle of services, 7 most of the remainder of the letters objected to the proposal, citing issues that included alleged illegal tying arrangements and other antitrust violations, and potential conflicts of interest. 8 Because Nasdaq filed Amendment No. 3 to remove the bundle of services from the proposed rule change, these issues are now moot, and therefore are not discussed in this Summary of Comments. 7 Many of the commenters expressing support of the proposed bundle of services cited increased competition as a positive outcome of the proposed rule change. *See* , *e.g.* , November 28, 2006 letter from Deirdre Skolfield (“I am certainly willing to pay a bit more for an even wider breath [ *sic* ] of services delivered to my desktop.
Competition is heating up in the capital markets and NASDAQ offers timely, accessible information to keep Officers and Directors of public companies on top of things”); December 7, 2006 letter from Bradley Gittings (“I believe increased competition is good for the market place. * * * I also believe that offering these services will enhance competition among the providers of those services.”); December 6, 2006 letter from Betsy Atkins (“This proposal creates increased competition, better pricing and enhanced service.”).
Other commenters supported the proposal because the approach is innovative and offers new services to its customers. *See, e.g.* , November 29, 2006 letter from E.E. Wang “I support NASDAQ's attempt to provide value-added, complimentary services to its customers.”); November 29, 2006 letter from Donald F. Kuratko (“This is another example where NASDAQ, using continuous innovation in all products and services, seeks to maximize the level of service and value of listing for its listed companies and their investors.”);
December 8, 2006 letter from Constantine Konstans (“NASDAQ is to be commended once again for taking innovative and progressive actions that will certainly increase the level of service to their listees as well as to the investors in NASDAQ-listed companies.”). 8 *See* , *e.g.* , October 13, 2006 letter from David B. Armon, COO, PR Newswire; December 11, 2006 letter from Mari-Anne Pisarri, Pickard and Djinis LLP on behalf of Thomson Financial LLC; December 11, 2006 letter from Marc R.
Paul and Margaret R. Blake, Baker & McKenzie LLP on behalf of PR Newswire; December 11, 2006 from Robert L. Stolebarger, Roger Myers, Richard M. Mooney, Holme Roberts & Owen LLP and James R. Doty, Brad Bennett, Baker Botts LLP. The Commission notes that a number of commenters objected to the proposed rule change on the basis that the fees Nasdaq was proposing were too high, 9 regardless of the bundle of services. The Commission believes those same commenters would continue to express their disapproval of Nasdaq's proposed fee structure after Nasdaq filed Amendment No. 3, for the fees remain at the initially-proposed level, despite the removal of the bundle of services from the proposed rule change. 10 Therefore, the Commission weighed those comments as opposed to the filing in deciding to approve the proposed rule change. 9 *See, e.g.* , October 25, 2006 letter from Jon Olson, CFO, Xilinx, Inc.
(“* * *Xilinx's fee increase is $20,000, which we do not view as a ‘nominal amount'.”); November 22, 2006 letter from Paul Richins, VP of IR, Utah Medical Products, Inc. (“The proposed increase is more than 3x higher than we currently pay for the services we would get for ‘free' under the proposal.”); November 24, 2006 letter from Frank Cinatl, VP, Abatix Corp. (“* * *the proposed increase in our fees to Nasdaq are estimated to be 40% more than my old fees plus what I paid for the proposed bundled services.”) ( *See also* January 23, 2007 letter from Frank Cinatl, VP, Abatix Corp., citing no opposition to a moderate fee increase, but disagreeing with the proposed rule change, as amended.) 10 *See, e.g.* , January 29, 2007 letter from Marc R.
Paul and Margaret R. Blake, Baker & McKenzie LLP on behalf of PR Newswire Association LLC (“* * *although a justification for the listing fees has been removed, NASDAQ proposes no corresponding decrease in the amount of its proposed fee increase.”). IV. Nasdaq's Response to Comments Nasdaq believes the proposed annual listing fees are reasonable *per se* because the proposed fees “are generally below those of other markets.” 11 Given that fact, Nasdaq believes the proposed fee increase meets the reasonableness standard of Section 6(b)(4) of the Act. 12 11 Nasdaq Response at 3.
Nasdaq offers comparisons of its fees with those of NYSE Arca, the American Stock Exchange, and the New York Stock Exchange (“NYSE”). 12 *Id.* at 3. 15 U.S.C. 78f(b)(4). As noted previously in this approval order, Nasdaq modified the proposed rule change to remove its previously planned offering of
(i)The service that converts annual reports and proxy materials into online documents;
(ii)four audio webcasts;
(iii)four press releases;
(iv)four Form 8-K (or 6-K) filings; and
(v)the customized report to analyze risk of exposure to securities litigation. As a result of this modification to the proposed rule change, Nasdaq did not address the arguments raised by commenters that objected to Nasdaq providing these services, for these services are no longer a basis for the proposed fee increase. 13 13 Nasdaq Response at 2. Nasdaq's proposed enhancements to NASDAQ Online and the Market Intelligence Desk remain part of this proposed rule change. Even with the removal of these services from the proposed rule change, Nasdaq believes the proposed fee increase is reasonable because of “the substantial resources Nasdaq dedicates to its regulatory programs” which Nasdaq cites in detail. 14 Additionally, Nasdaq states that the proposed increase in listing fees for companies listed on the Capital Market, though a greater percentage increase than that for Global and Global Select Market companies, is also appropriate because the fees for companies listed on the Capital Market remain lower than the fees of companies listed on the Global and Global Select Markets, while those companies share in all of the regulatory programs cited in the Nasdaq Response. 15 Finally, Nasdaq believes that the proposed fees are equitably allocated because other fee structures that allocate listing fees by shares outstanding have been approved by the Commission. 16 14 *Id.* For example, Nasdaq cites its Listing Qualifications and MarketWatch Departments, initiatives Nasdaq has undertaken to increase issuer visibility such as MarketSite and international conferences and the renaming of the Nasdaq SmallCap Market as the Nasdaq Capital Market, enhancements to its trading platform, and enhancements made to Nasdaq Online and the Market Intelligence Desk. 15 *Id.* 16 *Id.* at 3. Nasdaq references analogous fee structures in place at the NYSE, NYSE Arca and the American Stock Exchange. V. Discussion and Commission Findings The Commission has reviewed the proposed rule change, the comment letters, and Nasdaq's Response Letter, 17 and finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a self-regulatory organization. 18 Specifically, the Commission finds that the proposed rule change is consistent with Section 6(b)(4) of the Act, 19 which requires that the rules of an exchange provide for the equitable allocation of reasonable dues, fees, and other charges among members and issuers and other persons using any facilities or system which it operates or controls. 17 The Commission believes that Nasdaq has responded adequately to the comments. 18 In approving the proposed rule change, the Commission has considered the proposed rule's impact on efficiency, competition and capital formation. *See* 15 U.S.C. 78c(f). 19 15 U.S.C. 78f(b)(4). The Commission believes that Nasdaq's proposed fee increases are reasonable, for the resultant fees are comparable to similar fees of other self-regulatory organizations. The Commission recognizes that competition for listings is becoming increasingly vigorous, and that such competition should help assure the reasonableness of fees among the markets vying for new listings. Nasdaq also has cited the resources it dedicates to its regulatory programs as evidence of value added for the increase in fees. The Commission believes that Nasdaq's proposed fee increases are reasonable, given the current competitive landscape, the listing fees charged by other self-regulatory organizations, and the value Nasdaq offers issuers that choose to list with Nasdaq. For these reasons, the Commission believes the proposed fee increases meet the statutory standard of an equitable allocation of reasonable dues, fees and other charges. The proposal would also eliminate the entry fee for most companies transferring between the Capital Market and the Global Market, and waive the entry fee if a non-listed company acquires a company listed on another market (and in connection with the acquisition the surviving entity lists on Nasdaq). The Commission believes that these changes to Nasdaq's fee structure are consistent with Section 6(b)(4) of the Act, 20 and notes that they result in a reduction of fees. Also, the Commission believes Nasdaq's adoption of new Interpretive Material to clarify that Nasdaq would provide a pro-rated waiver of the annual fee for the period of time following a merger in the case where a Nasdaq-listed company is acquired by a non-Nasdaq company and the surviving entity of the merger lists on the Global Market or the Capital Market is both reasonable and a benefit to those issuers choosing to list on Nasdaq in these particular circumstances. 21 20 15 U.S.C. 78f(b)(4). 21 One commenter objects in principle to Nasdaq venturing beyond being “a regulated entity in the narrow market for listing services” to operating other businesses. *See* January 25, 2007 letter from Robert L. Stolebarger, et al., at 5-10. Another commenter objects to Nasdaq allegedly using fees to subsidize “non-exchange-related commercial activities.” *See* January 29, 2007 letter from Marc R. Paul and Margaret R. Blake, Baker & McKenzie LLP. The Commission notes that these issues are beyond the scope of this proposed rule change, since Nasdaq has removed its initial offer of products and services with the filing of Amendment No. 3. The Commission finds good cause for approving the proposed rule change, as amended, prior to the 30th day after the date of publication of the notice thereof in the **Federal Register** . The Commission believes the proposed rule change will allow Nasdaq to more effectively compete for listings with other markets. The Commission believes that no novel issues are raised by Amendment No. 3. Therefore, the Commission finds that there is good cause, consistent with Section 19(b)(2) of the Act, to approve the proposed rule change on an accelerated basis. VI. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-NASDAQ-2006-040 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number NASDAQ-2006-040. 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 the filing also will be available for inspection and copying at the principal offices of Nasdaq. 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-NASDAQ-2006-040 and should be submitted on or before March 1, 2007. VII. Conclusion *It is therefore ordered,* pursuant to Section 19(b)(2) of the Act, that the proposed rule change (SR-NASDAQ-2006-040), as modified by Amendment Nos. 2 and 3, be, and hereby is, approved on an accelerated basis. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 22 22 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-2083 Filed 2-7-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55222; File No. SR-NYSE-2006-68] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of a Proposed Rule Change and Amendments No. 1, 2, and 3 Thereto To List and Trade Exchange-Traded Notes of Barclays Bank PLC Linked to the Performance of the U.S. Dollar/Japanese Yen Exchange Rate February 1, 2007. 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 August 24, 2006 the New York Stock Exchange LLC (“NYSE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule changes as described in Items I, II, and III below, which Items have been prepared by the Exchange. On January 3, 2007, the Exchange submitted Amendment No. 1. 3 On January 23, 2007, the Exchange submitted Amendment No. 2. 4 On January 29, 2007, the Exchange submitted Amendment No. 3. 5 The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 Amendment No. 1 replaced and superseded the Exchange's original submission in its entirety. 4 Amendment No. 2 replaced and superseded Amendment No. 1 in its entirety. 5 Amendment No. 3 replaced and superseded Amendment No. 2 in its entirety. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to list and trade exchange-traded notes (“Notes”) of Barclays Bank PLC (“Barclays”) linked to the performance of the U.S. dollar/Japanese yen exchange rate (the “USD/JPY exchange rate”). The Exchange also proposes to add new Supplementary Material .10 to Rule 1300A and Rule 1301A. Below is the text of the proposed rule change. Proposed new language is in *italics* . Rule 1300A. Currency Trust Shares • • • Supplementary Material: *.10 The provisions of Rule 1300A(b) and Rule 1301A shall apply to securities listed on the Exchange pursuant to Section 703.19 (“Other Securities”) of the Listed Company Manual where the price of such securities is based in whole or part on the price of
(a)a non-U.S. currency or currencies,
(b)any futures contracts or other derivatives based on a non-U.S. currency or currencies, or
(c)any index based on either
(a)or
(b)above.* Rule 1301A. Currency Trust Shares: Securities Accounts and Orders of Specialists • • • Supplementary Material: *.10 The provisions of Rule 1300A(b) and Rule 1301A shall apply to securities listed on the Exchange pursuant to Section 703.19 (“Other Securities”) of the Listed Company Manual where the price of such securities is based in whole or part on the price of
(a)a non-U.S. currency or currencies,
(b)any futures contracts or other derivatives based on a non-U.S. currency or currencies, or
(c)any index based on either
(a)or
(b)above.* II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The NYSE has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Notes Under Section 703.19 of the Listed Company Manual (the “Manual”), the Exchange may approve for listing and trading securities not otherwise covered by the criteria of Sections 1 and 7 of the Manual, provided the issue is suited for auction market trading. The Exchange proposes to list and trade, under Section 703.19 of the Manual, the Notes, which are linked to the performance of the USD/JPY exchange rate. Barclays intends to issue the Notes under the name “iPath SM Exchange Traded Notes.” The Exchange believes that the Notes will conform to the initial listing standards for equity securities under Section 703.19, as Barclays is an affiliate of Barclays PLC, 6 which is a listed company in good standing, the Notes will have a minimum life of one year, the minimum public market value of the Notes at the time of issuance will exceed $4 million, there will be at least one million Notes outstanding, and there will be at least 400 holders at the time of issuance. The Notes are a series of medium-term debt securities of Barclays that provide for a cash payment at maturity or upon earlier redemption at the holder's option, based on the performance of the USD/JPY exchange rate subject to the adjustments described below. The original issue price of each Note will be $25. The Notes will trade on the Exchange's equity trading floor, and the Exchange's existing equity trading rules will apply to trading in the Notes. 6 The issuer of the Notes, Barclays, is an affiliate of an Exchange-listed company (Barclays PLC) and not an Exchange-listed company itself. However, Barclays, though an affiliate of Barclays PLC, would exceed the Exchange's earnings and minimum tangible net worth requirements in Section 102 of the Manual. Additionally, Barclays has informed the Exchange that the original issue price of the Notes, when combined with the original issue price of all other iPath securities offerings of the issuer that are listed on a national securities exchange (or association), does not exceed 25% of the issuer's net worth. The USD/JPY exchange rate is a foreign exchange spot rate that measures the relative values of two currencies, the Japanese yen and the U.S. dollar. When the Japanese yen appreciates relative to the U.S. dollar, the USD/JPY exchange rate decreases (and the value of the Notes increases); when the Japanese yen depreciates relative to the U.S. dollar, the USD/JPY exchange rate increases (and the value of the Notes decreases). The USD/JPY exchange rate is expressed as a rate that reflects the number of Japanese yen that can be exchanged for one U.S. dollar in the interbank market for settlement in two days, as reported each day shortly after 10 a.m. Eastern Time (“ET”) on Reuters page 1FED or any successor page. The Notes will not have a minimum principal amount that will be repaid and, accordingly, payment on the Notes prior to or at maturity may be less than the original issue price of the Notes. In fact, the USD/JPY exchange rate must decrease for the investor to receive at least the $25 original issue price per Note at maturity or upon redemption. If the USD/JPY exchange rate increases or does not decrease sufficiently to offset any negative effect of the adjustment factor (described below), the investor will receive less, and possibly significantly less, than the $25 original issue price per Note. In addition, holders of the Notes will not receive any interest payments from the Notes. The Notes will have a term of 30 years. The Notes are not callable. If the Notes are held to maturity, the holder will receive a cash payment at maturity that is linked to the percentage change in the USD/JPY exchange rate between the date of issuance and the final valuation date. The cash payment at maturity will be equal to the fraction where the numerator equals
(1)The reference currency amount times
(2)the adjustment factor as determined on the final valuation date, and the denominator equals the USD/JPY exchange rate on the final valuation date. The reference currency amount is the original issue price of the Notes times the USD/JPY exchange rate on the inception date. The adjustment factor will be calculated on a daily basis and on the inception date will equal one. On each subsequent business day until the final valuation date, the adjustment factor will equal
(1)the adjustment factor on the immediately preceding business day times
(2)the sum of one plus
(a)the Mutan rate on the day minus
(b)0.27% minus
(c)the investor fee times
(3)the relevant daycount fraction. The Mutan rate is the Bank of Japan's uncollateralized overnight call rate, as reported on Reuters page TONAR or any successor page on that day. The investor fee is equal to 0.40% of the reference currency amount per year and is the only fee payable by investors in connection with an investment in the Notes. The daycount fraction on any business day will be the number of calendar days that have elapsed since the immediately preceding business day divided by 365. If the maturity date is not a business day, the maturity date will be the next following business day. If the fifth business day before this day does not qualify as a valuation date (as described below), then the maturity date will be the fifth business day following the final valuation date. In such event penalty interest will not accrue or be payable with respect to that deferred payment. Prior to maturity, holders may, subject to certain restrictions, choose to redeem their Notes on any redemption date during the term of the Notes provided that they present at least 100,000 Notes for redemption. Holders may also act through a broker or other financial intermediary (such as a bank or other financial institution not required to register as a broker-dealer to engage in securities transactions) that is willing to bundle their Notes for redemption with other investors' securities. Barclays may from time to time in its sole discretion reduce, in part or in whole, the minimum redemption amount of 100,000 Notes. Any such reduction will be applied on a consistent basis for all holders of the Notes at the time the reduction become effective. If holders redeem their Notes on a particular redemption date, they will receive a cash payment on such date in an amount equal to the weekly redemption value, which is the fraction where the numerator equals
(1)the reference currency amount times
(2)the adjustment factor as determined on the applicable valuation date, and the denominator equals the USD/JPY exchange rate on the applicable valuation date. Holders must redeem at least 100,000 Notes at one time in order to exercise their right to redeem their Notes on any redemption date. Barclays may from time to time in its sole discretion reduce, in part or in whole, the minimum redemption amount of 100,000 Notes. Any such reduction will be applied on a consistent basis for all holders of Notes at the time the reduction becomes effective. A valuation date is each Thursday from the first Thursday after issuance of the Notes until the last Thursday before maturity of the Notes (the “final valuation date”) inclusive or, if such date is not a trading day, the next succeeding trading day, not to exceed five business days. A redemption date is the second business day following a valuation date (other than the final valuation date). The final redemption date will be the second business day following the valuation date immediately prior to the final valuation date. To redeem their Notes, Holders must instruct their broker or other person with whom they hold their Notes to take the following steps: • Deliver a notice of redemption to Barclays via e-mail by no later than 11 a.m. ET on the business day prior to the applicable valuation date. If Barclays receives notice by the time specified in the preceding sentence, it will respond by sending a form of confirmation of redemption; • Deliver the signed confirmation of redemption to Barclays via facsimile in the specified form by 4 p.m. ET on the same day. Barclays or its affiliate must acknowledge receipt in order for confirmation to be effective; • Instruct their DTC custodian to book a delivery vs. payment trade with respect to their Notes on the valuation date at a price equal to the applicable Weekly Redemption Value, facing Barclays Capital DTC 5101; and • Cause their DTC custodian to deliver the trade as booked for settlement via DTC at or prior to 10 a.m. ET on the applicable redemption date (the third business day following the valuation date). If holders elect to redeem their Notes, Barclays may request that Barclays Capital Inc. (a broker-dealer) purchase the Notes for the cash amount that would otherwise have been payable by Barclays upon redemption. In this case, Barclays will remain obligated to redeem the Notes if Barclays Capital Inc. fails to purchase the Notes. Any Notes purchased by Barclays Capital Inc. may remain outstanding. If an event of default occurs and the maturity of the Notes is accelerated, Barclays will pay the default amount in respect of the principal of the Notes at maturity. The default amount for the Notes on any day will be an amount, determined by the calculation agent in its sole discretion, equal to the cost of having a qualified financial institution, of the kind and selected as described below, expressly assume all Barclays' payment and other obligations with respect to the Notes as of that day and as if no default or acceleration had occurred, or to undertake other obligations providing substantially equivalent economic value to the holders of the Notes with respect to the Notes. That cost will equal: • The lowest amount that a qualified financial institution would charge to effect this assumption or undertaking, plus • The reasonable expenses, including reasonable attorneys' fees, incurred by the holders of the Notes in preparing any documentation necessary for this assumption or undertaking. During the default quotation period for the Notes (described below), the holders of the Notes and/or Barclays may request a qualified financial institution to provide a quotation of the amount it would charge to effect this assumption or undertaking. If either party obtains a quotation, it must notify the other party in writing of the quotation. The amount referred to in the first bullet point above will equal the lowest—or, if there is only one, the only—quotation obtained, and as to which notice is so given, during the default quotation period. With respect to any quotation, however, the party not obtaining the quotation may object, on reasonable and significant grounds, to the assumption or undertaking by the qualified financial institution providing the quotation and notify the other party in writing of those grounds within two business days after the last day of the default quotation period, in which case that quotation will be disregarded in determining the default amount. The default quotation period is the period beginning on the day the default amount first becomes due and ending on the third business day after that day, unless: • No quotation of the kind referred to above is obtained, or • Every quotation of that kind obtained is objected to within five business days after the due date as described above. If either of these two events occurs, the default quotation period will continue until the third business day after the first business day on which prompt notice of a quotation is given as described above. If that quotation is objected to as described above within five business days after that first business day, however, the default quotation period will continue as described in the prior sentence and this sentence. In any event, if the default quotation period and the subsequent two business day objection period have not ended before the final valuation date, then the default amount will equal the stated principal amount of the Notes. 7 7 Additional information about the default provisions of the Notes is provided in Barclays' Registration Statement on Form F-3 (333-126811), as amended by Amendment No. 1 on September 14, 2005. Indicative Value An intraday “Indicative Value” meant to approximate the intrinsic economic value of the Notes will be calculated and published via the facilities of the Consolidated Tape Association (“CTA”) every 15 seconds throughout the NYSE trading day on each day on which the Notes are traded on the Exchange. 8 8 The Indicative Value calculation will be provided for reference purposes only. It is not intended as a price or quotation, or as an offer or solicitation for the purchase, sale, redemption or termination of the Notes, nor will it reflect hedging or transaction costs, credit considerations, market liquidity or bid-offer spreads. Published quotations of the USD/JPY exchange rate from Reuters may occasionally be subject to delay or postponement. Any such delays or postponements will affect the current USD/JPY exchange rate and therefore the Indicative Value of the Notes. The actual trading price of the Notes may be different from their indicative value. Additionally, Barclays or an affiliate will calculate and publish the closing Indicative Value of the Notes on each trading day at www.ipathetn.com. The last sale price of the Notes will also be disseminated over the consolidated tape, subject to a 20-minute delay. In connection with the Notes, the term “Indicative Value” refers to the value at a given time determined based on the following equation: Indicative Value = (Reference Currency Amount × Current Adjustment Factor)/Current USD/JPY Exchange Rate Where: Current USD/JPY Exchange Rate = The exchange rate as reported on that day. The Current USD/JPY Exchange Rate used for the calculation of the Indicative Value will be the USD/JPY exchange rate disseminated by Bloomberg L.P. during the course of the trading day on a 15-second delayed basis. Continued Listing Criteria The Exchange prohibits the initial and/or continued listing of any security that is not in compliance with Rule 10A-3 under the Act. The Exchange will delist the Notes: • If, following the initial 12-month period from the date of commencement of trading of the Notes:
(i)The Notes have more than 60 days remaining until maturity and there are fewer than 50 beneficial holders of the Notes for 30 or more consecutive trading days;
(ii)if fewer than 100,000 Notes remain issued and outstanding; or
(iii)if the market value of all outstanding Notes is less than $1,000,000. • If, during the time the Notes trade on the Exchange, the Indicative Value ceases to be available on a 15-second delayed basis. • If, during the time the Notes trade on the Exchange, the USD/JPY exchange rate ceases to be calculated or available on at least a 15-second delayed basis from one or more major market data vendors. • If such other event shall occur or condition exists which in the opinion of the Exchange makes further dealings on the Exchange inadvisable. Trading Halts If the Exchange Rate or the Indicative Value is not being disseminated as required, the Exchange may halt trading during the day on which the interruption to the dissemination of the Exchange Rate or the Indicative Value first occurs. If the interruption to the dissemination of the Exchange Rate or the Indicative 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. Rules Applicable to Specialists in Currency-Related Securities Proposed Supplementary Material .10 to each of Rules 1300A and 1301A will apply the provisions of Rule 1300A(b) and Rule 1301A to certain securities listed on the Exchange pursuant to Section 703.19 (“Other Securities”) of the Exchange's Listed Company Manual. Specifically, Rules 1300A(b) and 1301A will apply to securities listed under Section 703.19 where the price of such securities is based in whole or part on the price of
(a)A non-U.S. currency or currencies,
(b)any futures contracts or other derivatives based on a non-U.S. currency or currencies, or
(c)any index based on either
(a)or
(b)above. As a result of application of Rule 1300A(b), the specialist in the Notes, the specialist's member organization and other specified persons will be prohibited under paragraph
(m)of Exchange Rule 105 Guidelines from acting as market maker or functioning in any capacity involving market-making responsibilities in the Japanese yen, options, futures or options on futures on the Japanese yen, or any other derivatives based on the Japanese yen (collectively, “derivative instruments”). If the member organization acting as specialist in the Notes is entitled to an exemption under NYSE Rule 98 from paragraph
(m)of NYSE Rule 105 Guidelines, then that member organization could act in a market making capacity in the Japanese yen or derivative instruments based on the Japanese yen, other than as a specialist in the Notes themselves, in another market center. Under Rule 1301A(a), the member organization acting as specialist in the Notes
(1)will be obligated to conduct all trading in the Notes in its specialist account, (subject only to the ability to have one or more investment accounts, all of which must be reported to the Exchange),
(2)will be required to file with the Exchange and keep current a list identifying all accounts for trading in the Japanese yen or derivative instruments based on the Japanese yen, which the member organization acting as specialist may have or over which it may exercise investment discretion, and
(3)will be prohibited from trading in the Japanese yen or derivative instruments based on the Japanese yen, in an account in which a member organization acting as specialist, controls trading activities which have not been reported to the Exchange as required by Rule 1301A. Under Rule 1301A(b), the member organization acting as specialist in the Notes will be required to make available to the Exchange such books, records or other information pertaining to transactions by the member organization and other specified persons for its or their own accounts in the Japanese yen or derivative instruments based on the Japanese yen, as may be requested by the Exchange. This requirement is in addition to existing obligations under Exchange rules regarding the production of books and records. Under Rule 1301A(c), in connection with trading the Japanese yen or derivative instruments based on the Japanese yen, the specialist could not use any material nonpublic information received from any person associated with a member or employee of such person regarding trading by such person or employee in the Japanese yen or derivative instruments based on the Japanese yen. Surveillance The Exchange's surveillance procedures will incorporate and rely upon existing Exchange surveillance procedures governing equities with respect to surveillance of the Notes. The Exchange believes that these procedures are adequate to monitor Exchange trading of the Notes and to detect violations of Exchange rules, thereby deterring manipulation. In this regard, the Exchange currently has the authority under NYSE Rule 476 to request the Exchange specialist in the Notes to provide NYSE Regulation with information that the specialist uses in connection with pricing the Notes on the Exchange, including specialist, proprietary or other information regarding securities, currencies, 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. The Exchange's current trading surveillances focus on detecting securities trading outside normal patterns. When such situations are detected, surveillance analysis follows and investigations are opened, where appropriate, to review the behavior of all relevant parties for all relevant trading violations. The Exchange is able to obtain information regarding trading in the Notes, yen options and yen futures through NYSE members, in connection with such members' proprietary or customer trades which they effect on any relevant market. In addition, the Exchange may obtain trading information via the Intermarket Surveillance Group (“ISG”) from other exchanges who are members or affiliates of the ISG. Specifically, the NYSE can obtain such information from the Philadelphia Stock Exchange (“Phlx”) in connection with yen options trading on the Phlx and from the Chicago Mercantile Exchange (“CME”) in connection with yen futures trading on the CME. 9 9 The Phlx is a full member and the CME is an affiliate member of the ISG. Trading Rules The Exchange's existing trading rules will apply to trading of the Notes. The Notes will trade between the hours of 9:30 a.m. and 4 p.m. ET and will be subject to the equity margin rules of the Exchange. Suitability Pursuant to Exchange Rule 405, the Exchange will impose a duty of due diligence on its members and member firms to learn the essential facts relating to every customer prior to trading the Notes. 10 With respect to suitability recommendations and risks, the Exchange will require members, member organizations and employees thereof recommending a transaction in the Notes:
(1)To determine that such transaction is suitable for the customer, and
(2)to have a reasonable basis for believing that the customer can evaluate the special characteristics of, and is able to bear the financial risks of, such transaction. 10 NYSE Rule 405 requires that every member, member firm or member corporation use due diligence to learn the essential facts relative to every customer and to every order or account accepted. Information Memorandum The Exchange will, prior to trading the Notes, distribute an information memorandum to the membership providing guidance with regard to member firm compliance responsibilities (including suitability recommendations) when handling transactions in the Notes. The information memorandum will note to members language in the prospectus used by Barclays in connection with the sale of the Notes regarding prospectus delivery requirements for the Notes. In the initial distribution of the Notes, and during any subsequent distribution of the Notes, NYSE member organizations will deliver a prospectus to investors purchasing from such distributors. 11 11 The Registration Statement reserves the right to make subsequent distributions of these Notes. The information memorandum will discuss the special characteristics and risks of trading this type of security. Specifically, the information memorandum, among other things, will discuss what the Notes are, how the Notes are redeemed, applicable Exchange rules, dissemination of information regarding the Indicative Value, the USD/JPY exchange rate, trading information and applicable suitability rules. The information memorandum will also notify members and member organizations about the procedures for redemptions of Notes and that Notes are not individually redeemable but are redeemable only in aggregations of at least 100,000 Notes. The information memorandum will also discuss any relief, if granted, by the Commission or the staff from any rules under the Act. The information memorandum will also reference that there is no regulated source of last sale information regarding currency exchange rates and that the Commission has no jurisdiction over the trading of currencies on which the value of the Notes is based. 2. Statutory Basis The proposed rule change is consistent with Section 6(b) of the Act, 12 in general, and furthers the objectives of Section 6(b)(5), 13 in particular, in that it is 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. 12 15 U.S.C. 78f(b). 13 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others The Exchange has neither solicited nor received written comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the date of publication of this notice in the **Federal Register** or within such longer period
(i)As the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or
(ii)as to which NYSE consents, the Commission will:
(A)By order approve such proposed rule change, or
(B)Institute proceedings to determine whether the proposed rule change should be disapproved. NYSE has requested accelerated approval of this proposed rule change prior to the 30th day after the date of publication of the notice of the filing thereof. The Commission has determined that a 15-day comment period is appropriate in this case. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form *(http://www.sec.gov/rules/sro.shtml);* or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-NYSE-2006-68. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSE-2006-68. 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 the 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-2006-68 and should be submitted on or before February 23, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 14 14 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E7-2061 Filed 2-7-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55218; File No. SR-NYSE-2007-05] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change and Amendment No. 1 Thereto Relating to Rule 36 (Communication Between Exchange and Members' Offices) January 31, 2007. 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 January 25, 2007, the New York Stock Exchange LLC (“NYSE” or the “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been substantially prepared by the Exchange. On January 31, 2007, the Exchange filed Amendment No. 1 to the proposed rule change. The Exchange filed the proposed rule change pursuant to Section 19(b)(3)(A) of the Act 3 and Rule 19b-4(f)(6) thereunder, 4 which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A). 4 17 CFR 240.19b-4(f)(6). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change This proposal seeks to extend the portable phone pilot (the “Pilot”) for an additional year, until January 31, 2008. The Pilot amends NYSE Rule 36 (Communication Between Exchange and Members' Offices) to allow a Floor broker and Registered Competitive Market Maker (“RCMM”) to use an Exchange authorized and provided portable telephone on the Exchange Floor, provided certain conditions are met. The current Pilot expires on January 31, 2007. 5 5 *See* Securities Exchange Act Release No. 54276 (August 4, 2006), 71 FR 45885 (August 10, 2006) (SR-NYSE-2006-55). II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of, and basis for, the proposed rule change. 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 Background The Commission originally approved the Pilot to be implemented as a six-month pilot 6 beginning no later than June 23, 2003. 7 Since the inception of the Pilot, the Exchange has extended the Pilot seven times, with the current Pilot expiring on January 31, 2007. 8 6 *See* Securities Exchange Act Release No. 47671 (April 11, 2003), 68 FR 19048 (April 17, 2003) (SR-NYSE-2002-11) (“Original Order”). 7 *See* Securities Exchange Act Release No. 47992 (June 5, 2003), 68 FR 35047 (June 11, 2003) (SR-NYSE-2003-19) (delaying the implementation date for portable phones from on or about May 1, 2003 to no later than June 23, 2003). 8 * See* Securities Exchange Act Release Nos. 48919 (December 12, 2003), 68 FR 70853 (December 19, 2003) (SR-NYSE-2003-38) (extending the Pilot for an additional six months ending on June 16, 2004); 49954 (July 1, 2004), 69 FR 41323 (July 8, 2004) (SR-NYSE-2004-30) (extending the Pilot for an additional five months ending on November 30, 2004); 50777 (December 1, 2004), 69 FR 71090 (December 8, 2004) (SR-NYSE-2004-67) (extending the Pilot for an additional four months ending March 31, 2005); 51464 (March 31, 2005), 70 FR 17746 (April 7, 2005) (SR-NYSE-2005-20) (extending the Pilot for an additional four months ending July 31, 2005); 52188 (August 1, 2005), 70 FR 46252 (August 9, 2005) (SR-NYSE-2005-53) (extending the Pilot for an additional four months ending January 31, 2006); 53277 (February 13, 2006), 71 FR 8877 (February 21, 2006) (SR-NYSE-2006-03) (extending the Pilot for an additional six months ending July 31, 2006); and 54276, note 5 *supra* . Also, since the inception, the Exchange has incorporated RCMMs into the Pilot and subsequently amended the Pilot to allow RCMMs to use an Exchange authorized and provided portable telephone on the Exchange Floor to call to and receive calls from their booths on the Floor. *See* Securities Exchange Act Release Nos. 53213 (February 2, 2006), 71 FR 7103 (February 10, 2006) (SR-NYSE-2005-80) and 54215 (July 26, 2006), 71 FR 43551 (August 1, 2006) (SR-NYSE-2006-51). With respect to regulatory actions concerning the Pilot, as previously disclosed, there was an investigation into possible insider trading in an NYSE listed security involving the trading activity of two RCMMs and the use of an Exchange authorized and provided portable phone by one of the RCMMs in or about January 2005, which was closed on December 21, 2006, with no action by NYSE Regulation, Inc. (“NYSE Regulation”). 9 9 *See* Securities Exchange Act Release No. 53277, note 8 *supra.* No administrative or technical problems, other than routine telephone maintenance issues, have resulted from the Pilot over the past few months. 10 The Exchange is now filing to extend the Pilot for an additional year, until January 31, 2008. 10 The Exchange has received records of incoming telephone calls from June 30, 2006, through December 31, 2006, for Floor brokers and RCMMs and will continue to receive monthly updates. NYSE Rule 36 Rule 36 governs the establishment of telephone or electronic communications between the Exchange's Trading Floor and any other location. Prior to the Pilot, Rule 36 prohibited the use of portable telephone communication between the Trading Floor and any off-Floor location. The Exchange is proposing to extend the Pilot for an additional year, permitting Floor brokers and RCMMs to use Exchange authorized and issued portable telephones on the Floor. Thus, with the approval of the Exchange, a Floor broker would continue to be permitted to engage in direct voice communication from the point of sale to an off-Floor location, such as a member firm's trading desk or the office of one of the broker's customers. Such communications would permit the Floor broker to accept orders consistent with Exchange rules, provide status and oral execution reports as to orders previously received, as well as “market look” observations as have historically been routinely transmitted from a Floor broker's booth location. 11 11 Floor brokers receiving orders from the public over portable phones must be properly qualified to engage in such “direct access” business under Exchange Rules 342 and 345, among others. *See also* note 14, *infra.* The Pilot also allows RCMMs to use an Exchange authorized portable phone solely to call and receive calls from their booths on the Floor, to communicate with their or their member organizations' off-Floor office, and to communicate with the off-Floor office of their clearing member organization to enter off-Floor orders and to discuss matters related to the clearance and settlement of transactions, provided the off-Floor office uses a wired telephone line for these discussions. RCMMs are currently not allowed to use a portable phone to conduct any agency business until issues involving the use of portable phones by RCMMs acting in the capacity of agent have been fully reviewed and resolved by NYSE Regulation in consultation with the Commission. 12 For both RCMMs and Floor brokers, use of a portable telephone on the Exchange Floor other than one authorized and issued by the Exchange will continue to be prohibited. 12 Allowing RCMMs acting as Floor brokers to use portable phones would involve further discussions with the Commission and would be the subject of a separate filing with the Commission. Both incoming and outgoing calls would continue to be allowed, provided the requirements of all other Exchange rules have been met. A Floor broker would not be permitted to represent and execute any order received as a result of such voice communication unless the order was first properly recorded by the member and entered into the Exchange's Front End Systemic Capture
(FESC)electronic database (NYSE Rule 123 (e)). 13 In addition, Exchange rules require that any Floor broker receiving orders from the public over portable phones must be properly qualified to engage in such direct access business under Exchange Rules 342 and 345, among others. 14 13 *See* Securities Exchange Act Release No. 43689 (December 7, 2000), 65 FR 79145 (December 18, 2000) (SR-NYSE-98-25). *See also* Securities Exchange Act Release No. 44943 (October 16, 2001), 66 FR 53820 (October 24, 2001) (SR-NYSE-2001-39) (discussing certain exceptions to FESC, such as orders to offset an error, or a bona fide arbitrage, which may be entered within 60 seconds after a trade is executed). 14 For more information regarding Exchange requirements for conducting a public business on the Exchange Floor, *see* Information Memos 01-41 (November 21, 2001), 01-18 (July 11, 2001) (available on *http://www.nyse.com/regulation/ regulation.html* ), and 91-25 (July 8, 1991). *See also* note 12 *supra.* Specialists are subject to separate restrictions in Rule 36 on their ability to engage in voice communications from the specialist post to an off-Floor location. 15 The Pilot would not apply to specialists, who would continue to be prohibited from speaking from the post to upstairs trading desks or customers. 16 15 *See* Securities Exchange Act Release No. 46560 (September 26, 2002), 67 FR 62088 (October 3, 2002) (SR-NYSE-00-31) (discussing restrictions on specialists' communications from the post). 16 NYSE Rule 36.30 provides that, with the approval of the Exchange, a specialist unit may maintain a telephone line at its stock trading post location to the off-Floor offices of the specialist unit or the unit's clearing firm. Such telephone connection shall not be used for the purpose of transmitting to the Floor orders for the purchase or sale of securities but may be used to enter options or futures hedging orders through the unit's off-Floor office or the unit's clearing firm or through a member (on the Floor) of an options or futures exchange. The Exchange believes that the approval of the Pilot's continuation for an additional year will enable the Exchange to continue to provide more direct, efficient access to its trading crowds and customers, increase the speed of transmittal of orders and the execution of trades, and provide an enhanced level of service to customers in an increasingly competitive environment. 17 The Exchange further believes that by enabling customers to speak directly to a Floor broker in a trading crowd on an Exchange authorized and issued portable telephone and by allowing RCMMs to communicate with their upstairs office's land line, the land line of their clearing member organization's upstairs office, and their booth personnel at the booth, the proposed rule change will expedite and make more direct the free flow of information. 17 *See* Securities Exchange Act Release No. 43493 (October 30, 2000), 65 FR 67022 (November 8, 2000) (SR-CBOE-00-04), cited by Securities Exchange Act Release No. 43836 (January 11, 2001), 66 FR 6727 (January 22, 2001) (discussing and approving the Chicago Board Options Exchange's and the Pacific Exchange's proposals to remove current prohibitions against Floor Brokers' use of cellular or cordless phones to make calls to persons located off the trading floor). Pilot Program Results Since the Pilot's inception, there have been approximately 681 portable phone subscribers. 18 In addition, with regard to portable phone usage, for a sample week of 12/11/2006-12/15/2006, an average of 7,040 calls/day originated from portable phones issued to Floor brokers and RCMMs. An average of 2,109 calls/day were received on portable phones. Of the calls originated from portable phones, an average of 3,958 calls/day were internal calls to the booth and 3,081 calls/day were external calls by RCMMs to the upstairs offices of their member organization and their clearing member organization and external calls of Floor brokers. Thus, approximately 56% of the calls originating from portable phones were internal calls to the booth by Floor brokers and RCMMs. 18 This data includes both Floor brokers and RCMMs. With regard to received calls, of the 2,109 average calls/days received, an average of 127 calls/day were external calls by RCMMs to the upstairs offices of their member organization and their clearing member organization and external calls of Floor brokers and an average of 1,982 calls/day were internal calls received from the booth. Thus, approximately 94% of all received calls were internally generated and 6% were external calls by RCMMs to the upstairs offices of their member organization and their clearing member organization and external calls of Floor brokers. The Exchange believes that the Pilot appears to be successful in that there is a reasonable degree of usage of portable phones. During the period of June 30, 2006, through January 31, 2007, there have been no other regulatory, administrative or other technical problems identified with their usage. The Exchange further believes that the Pilot appears to facilitate communication on the Floor for both Floor brokers and RCMMs without any corresponding drawbacks. Therefore, the Exchange believes it is appropriate to extend the Pilot for an additional year, expiring on January 31, 2008. 2. Statutory Basis The basis under the Act for this proposed rule change is the requirement under Section 6(b)(5) 19 that an Exchange have rules that are designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest. The amendment to Rule 36 supports the mechanism of free and open markets by providing for increased means by which communications to and from the Floor of the Exchange may take place. 19 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received from Members, Participants or Others The Exchange has neither solicited nor received written comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change does not:
(i)Significantly affect the protection of investors or the public interest;
(ii)impose any significant burden on competition; and
(iii)become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest, it has become effective pursuant to Section 19(b)(3)(A) of the Act 20 and Rule 19b-4(f)(6) thereunder. 21 At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 22 20 15 U.S.C. 78s(b)(3)(A). 21 17 CFR 240.19b-4(f)(6). 22 For purposes of calculating the 60-day period within which the Commission may summarily abrogate the proposed rule change under Section 19(b)(3)(C) of the Act, the Commission considers the period to commence on January 31, 2007, the date NYSE filed Amendment No. 1 to the proposed rule change. *See* 15 U.S.C. 78s(b)(3)(C). The Exchange requests that the Commission waive the 30-day operative period under Rule 19b-4(f)(6)(iii) of the Act. 23 The Exchange believes that the continuation of the Pilot is in the public interest as it will avoid inconvenience and interruption to the public. The Commission believes that it is consistent with the protection of investors and the public interest to waive the 30-day operative delay and make this proposed rule change immediately effective. 24 The Commission believes that the waiver of the 30-day operative delay will allow the Exchange to continue, without interruption, the existing operation of its Pilot until January 31, 2008. 23 17 CFR 240.19b-4(f)(6)(iii). 24 For purposes only of waiving the 30-day operative delay of this proposal, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). The Commission notes that proper surveillance is an essential component of any telephone access policy to an exchange trading floor. Surveillance procedures should help to ensure that Floor brokers and RCMMs use portable phones as authorized by NYSE Rule 36 and that orders are being handled in compliance with NYSE rules. 25 The Commission expects the Exchange to actively review these procedures and address any potential concerns that have arisen during the Pilot. In this regard, the Commission notes that the Exchange should address whether telephone records are adequate for surveillance purposes. 25 *See* note 14 *supra* and accompanying text for other NYSE requirements that Floor brokers be properly qualified before doing public customer business. The Commission also requests that the Exchange report any problems, surveillance, or enforcement matters associated with the Floor brokers' and RCMMs' use of an Exchange authorized and provided portable telephone on the Exchange Floor. As stated in the Original Order, the NYSE should also address whether additional surveillance would be needed because of the derivative nature of the ETFs. Furthermore, in any future additional filings on the Pilot, the Commission would expect that the NYSE submit information documenting the usage of the phones, any problems that have occurred, including, among other things, any regulatory actions or concerns, and any advantages or disadvantages that have resulted. 26 26 In any request for a permanent approval of the Pilot, the Commission would expect the information to distinguish between Floor brokers' and RCMMs' usage of the phones. IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Exchange Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send e-mail to *rule-comments@sec.gov.* Please include File Number SR-NYSE-2007-05 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSE-2007-05. 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 NYSE. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NYSE-2007-05 and should be submitted on or before March 1, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 27 27 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-2085 Filed 2-7-07; 8:45 am] BILLING CODE 8010-01-P DEPARTMENT OF STATE [Public Notice 5686] Bureau of Educational and Cultural Affairs
(ECA)Request for Grant Proposals: Fulbright Student Program *Announcement Type:* New Cooperative Agreement. *Funding Opportunity Number:* ECA/A/E-08-01. *Catalog of Federal Domestic Assistance Number:* 19.400. *Key Dates:* *Application Deadline:* May 3, 2007. *Executive Summary:* The Office of Academic Exchange Programs (ECA/A/E) of the Bureau of Educational and Cultural Affairs, U.S. Department of State announces an open competition for one or more assistance awards to provide administrative services for the Fulbright Student Program in Fiscal Year 2008. Public and private non-profit organizations or consortia of eligible organizations meeting the provisions described in Internal Revenue Code section 501(c)(3) may submit proposals to cooperate with the Bureau in the administration and implementation of one or more of the following program components: • *For U.S. students:* the Fulbright U.S. Student Program. • *For foreign students administered by world geographic region:* the Fulbright Foreign Student Program. • *For foreign students administered globally:* the International Fulbright Science and Technology Award, the Fulbright Foreign Language Teaching Assistant Program, pre-academic training, orientation programs, and enrichment activities. It is anticipated that the total amount of funding available for all FY 2008 administrative costs to support the program components listed above will be $10,000,000 and will involve management of 4,090 new students. I. Funding Opportunity Description Authority Overall grant making authority for this program is contained in the Mutual Educational and Cultural Exchange Act of 1961, Public Law 87-256, as amended, also known as the Fulbright-Hays Act. The purpose of the Act is “to enable the Government of the United States to increase mutual understanding between the people of the United States and the people of other countries . . .; to strengthen the ties which unite us with other nations by demonstrating the educational and cultural interests, developments, and achievements of the people of the United States and other nations . . . and thus to assist in the development of friendly, sympathetic and peaceful relations between the United States and the other countries of the world.” The funding authority for the program above is provided through legislation. Purpose The Fulbright Program is the U.S. government's premier program for international academic exchange and one of our nation's most important investments in improving international relations between the U.S. and other countries through the development of future leaders in virtually every area of endeavor. It was created by the U.S. Congress after World War II to exchange U.S. and foreign students, scholars and teachers to provide them opportunities to experience firsthand the political, economic and cultural institutions in each other's countries and thus help establish a basis for international mutual understanding and peaceful interaction. It now extends to over 150 countries worldwide and awards approximately 7,000 new and renewal grants to American and foreign participants each year. The Fulbright Program focuses on leadership development and counts among its 270,000 alumni world leaders in every profession and field of endeavor. A hallmark of the Fulbright Program is binationalism. The United States and foreign governments, U.S. and foreign educational and other public and private institutions are all partners in this exchange. Program priorities are developed between the U.S. and foreign partners and in many countries of the world, financial contributions from governments or public/private sources match or exceed those of the United States. Administration of the Fulbright Program is programmatically and administratively complex. It must accommodate a variety of circumstances in every geographic region of the world and be responsive to and supportive of many different constituencies in the United States and abroad, each with its own sets of goals and concerns. The integrity of the Program requires maintenance of the highest and most consistent standards of academic and professional quality in the selection of candidates and the implementation of projects. While the Program is active in many countries, it is important that it maintain a single world-wide identity. Overall policy guidelines and selection criteria for all Fulbright programs are determined by the Presidentially appointed J. William Fulbright Foreign Scholarship Board, while responsibility for conducting the program is assigned to the Bureau of Educational and Cultural Affairs of the Department of State. Description of the Fulbright Student Program The Fulbright Student Program offers scholarships to recent U.S. and foreign college and university graduates, advanced graduate students including those pursuing doctoral degrees, and creative artists to study and conduct research abroad and in the United States. A basic premise of the Fulbright program remains the selection of all participants through an open and transparent merit-based competition. U.S. Student Program Only one cooperative agreement will be awarded for all administrative services for the Fulbright U.S. Student Program. Under the U.S. Fulbright program, graduating college seniors or developing artists and professionals or graduate students who are U.S. citizens are awarded scholarships each year through a competitive process to study and undertake research at institutions in countries overseas. Students must hold a bachelor's degree, or its equivalent, before the start of the grant. Award opportunities for U.S. students are determined overseas by binational Fulbright commissions and U.S. embassies, in coordination with the Bureau of Educational and Cultural Affairs in Washington. In FY 2008, the Fulbright U.S. Student Program expects to send abroad approximately 1,400 U.S. students, developing professionals and artists to study and conduct research. In addition to “traditional” research awards, candidates for awards under the U.S. student program may apply for Fulbright English Teaching Assistantships. Fulbright English Teaching Assistants
(ETA)teach English language and conversation classes in secondary schools and universities abroad while simultaneously pursuing individual study and research plans. Candidates may also apply for Fulbright Islamic Civilization Initiative awards. These awards are intended to enhance Americans' knowledge of Islam and Islamic culture through the Fulbright students' sharing of their overseas experience. U.S. students applying for a Fulbright grant to a country targeted under the National Security Language Initiative may request an enhancement of their award to provide up to six months in-country language training prior to beginning their research project. This initiative includes Arabic, Chinese, Russian, Korean, and the Turkic, Indic and Persian languages. Foreign Student Program One or more grants will be awarded for administration of the Fulbright Foreign Student Program. Section II below contains detailed information on applying to administer all or parts of the Foreign Student Program. Fulbright foreign student candidates are nominated through open, merit-based competitions in each participating country, conducted by a binational Fulbright commission or, in the absence of a commission, by the Public Affairs Section
(PAS)of U.S. embassies. Scholarship opportunities for foreign students are determined through consultations between commissions or embassies and the Bureau similar to the process for the U.S. Student Program nominees. The Fulbright Scholarship Board makes the final selection of all Fulbright nominees. The Fulbright Foreign Student Program expects to bring to this country approximately 2,685 new foreign students for study and research in the United States for FY 2008. This total includes new foreign students in the two activities listed immediately below. Applicants for this administrative award(s) should submit program proposals and budget projections for new FY 2008 students only. Awards to foreign students from prior years will be administered by the organizations currently administering the program. In addition to the traditional foreign student program operating binationally in more than 150 countries, the Fulbright Foreign Student Program also includes two special activities that are competed and funded on a worldwide basis: the International Fulbright Science and Technology Award and the Fulbright Foreign Language Teaching Assistant Program. The International Fulbright Science and Technology award (S&T) for outstanding foreign students is designed to be among the most prestigious international scholarships in science and technology. Approximately 40 awards will be funded in FY 2008 for Ph.D. study at a top U.S. academic institution in science, technology or engineering. Applicants will apply through Fulbright commissions or U.S. embassies in their country of citizenship. Awards will be made to candidates who demonstrate unique aptitude and innovation in scientific fields. The Fulbright Foreign Language Teaching Assistant Program
(FLTA)aims to strengthen foreign language instruction at U.S. educational institutions while providing young teachers or teacher trainees of English as a Foreign Language the opportunity to refine their teaching skills, increase their English language proficiency, and broaden their knowledge of American society and culture. The FLTA is another key component of the National Security Language Initiative. Fellows are placed for an academic year at a U.S. university where they teach their native language and enroll in at least two courses in U.S. studies or teaching methodology. Languages taught by FLTA participants may include Arabic, Bengali, Chinese, French, Dari, Gaelic, German, Hausa, Hindi, Indonesian, Italian, Korean, Malay, Mongolian, Pashto, Russian, Spanish, Swahili, Tagalog, Tajik, Thai, Turkish, Urdu, and Wolof. In FY 2008, the Bureau intends to fund 400 FLTAs of whom 300 will be in the strategic languages identified under the NSLI program. Orientation and Enrichment Programs The Bureau funds centrally a range of activities designed to deepen the mutual understanding foundation of the Fulbright Program. These activities are primarily related to orientation and enrichment. The activities include pre-academic English language and field of study programs in law and economics; three-day entry orientation programs designed to introduce Fulbright students to American academic life; and enrichment seminars for first year Fulbright foreign students. Management of the Fulbright Student Program is shared among the Office of Academic Exchange Programs (ECA/A/E) of the U.S. Department of State in Washington, bilateral Fulbright commissions in 50 countries, Public Affairs Sections
(PAS)of more than 100 U.S. embassies abroad, and cooperating private sector organizations in the United States. Grantee cooperating agencies must ensure full and proper identification of the Fulbright program with the U.S. government and the Department of State. The Bureau will work cooperatively and closely with the recipient(s) of cooperative agreement award(s), provide guidance and maintain a regular dialogue on administrative and program issues and questions as they arise over the duration of the award. *Bureau activities and responsibilities for this program include:*
(1)Participation in the design and direction of program activities;
(2)Approval of key personnel;
(3)Approval and input on program timelines, agendas and administrative procedures;
(4)Guidance in execution of all program components;
(5)Review and approval of all program publicity and recruitment materials;
(6)Approval of participating students, in cooperation with Fulbright commissions and U.S. embassies, subject to final selection by the Fulbright Board;
(7)Approval of changes to students' proposed academic field, academic program, or institution;
(8)Approval of decisions related to special circumstances or problems throughout the duration of program;
(9)Assistance with non-immigration status and other SEVIS-related issues;
(10)Assistance with participant emergencies;
(11)Liaison with relevant U.S. embassies, Fulbright commissions and country desk officers at the State Department. Programs must conform with Bureau requirements and guidelines outlined in the Solicitation Package which includes the Request for Grant Proposals (RFGP), the Project Objectives, Goals and Implementation
(POGI)and the Proposal Submission Instructions (PSI). Guidelines Applicant organizations are requested to submit a narrative outlining a comprehensive strategy for the administration and implementation of the Fulbright Student Programs for which they are applying. The comprehensive program strategy should reflect a vision for the Program as a whole, interpreting the goals of the Fulbright Student Program with creativity, as well as providing innovative ideas and recommendations for the Program. The Bureau places a priority on insuring that the positive impact of the Fulbright Student Program is visible to the public in U.S. and campus communities and applicants should outline a plan to work with the media and other organizations to insure that the program and its scholarship awards receive appropriate publicity. Program For U.S. Students Services under this cooperative agreement will begin with the organization of nominating merit review panels for candidates for scholarships beginning in academic year 2008-2009 and include the recruitment of students for academic year 2009-2010. *Screening and Selection Process:* Applicant organizations should present a plan to pre-screen for eligibility all electronic applications previously received from U.S. program applicants for academic year 2008-09 and convene national review panels composed of area and subject experts to determine which applicants will be nominated based upon proven merit, project proposal feasibility and factors that help present a truly national character in the pool, who will be recommended to PAS and Fulbright commissions overseas and to the J. William Fulbright Foreign Scholarship Board. *Program Management:* Applicants should outline in their proposals plans for tracking and monitoring participants; development and maintenance of an electronic database on participants; and the preparation of statistical reports on the distribution of awards. *Post-Nomination Services:* The narrative should include a description of how the cooperative agreement recipient(s) will inform successful candidates of their selection, and non-selected candidates and alternates of their status; provide award packages for students as required; respond to queries from participants; assist with pre-departure orientation as requested; electronically maintain data on participants; evaluate participants' health status and provide Bureau health insurance; monitor participants and provide participants' reports and analyses of these reports to the Bureau; and assist with emergencies. *Fiscal Management:* Applicants should describe how the cooperating agency will manage electronic disbursement of payments to participants; provide quarterly reports on actual and projected expenditures; provide statistical, insurance and other reports; and monitor and audit internal functions and systems in accordance with U.S. government and Bureau guidelines. *Recruitment:* Provide a comprehensive plan for the recruitment of U.S. students for all programs for academic year 2009-2010. Proposals should offer imaginative strategies for the recruitment of U.S. students and plans to enhance the visibility of the program, with particular focus on the recruitment of groups currently under-represented in the Fulbright program. *Publicity and Applications:* The recipient of the cooperative agreement award will be responsible for establishing and maintaining a Web site for the U.S. student program which should include provision for electronically submitted applications. Please outline in detail your plans for the announcement of scholarship opportunities for academic year 2009-2010, application packets, an annual directory of student participants, and publicity for the program in the U.S. Proposals should delineate an outreach and recruitment strategy, with a strong focus on diversity, which might include written and electronic publications, professional networking, media relations, outreach to potential applicants, universities and others. Programs for Foreign Students Provide a plan for administration and implementation of the Foreign Student Program(s), indicating precisely the programs for which you are applying. Describe your capacities for administering the programs and provide detailed information on how you will perform the following duties: *Program Planning and Management:* The award recipient(s) will be responsible for placement of foreign students for academic year 2008-09 at U.S. institutions, as needed; the development of significant U.S. institutional and private sector funding and cost sharing for grants; developing recommendations on participants' living allowances; producing an electronic participants database and special reports. Proposals should offer strategies for placement and plans to enhance the visibility of the foreign student program and may include other innovative activities. Organizations or consortia of organizations should describe overseas capacities to assist U.S. embassies and Fulbright commissions with publicity, and recruitment as specified in the attached Project, Objectives, Goals and Implementation (POGI), for academic year 2009-2010. Also detail any regional, exchange or other kinds of expertise that your organization would contribute to the effective administration of the program. *Selection:* Discuss your plans for the development of a comprehensive Web site for foreign student applicants and participants; preparation and distribution of electronic application materials and selection guidelines to Fulbright commissions and PAS for academic year 2009-2010; receipt and review of recommended applications for academic year 2008-2009; making arrangements for required English language and other assessments; and preparation of participants' handbooks and orientation material. Your organization should demonstrate the capacity to both receive applications electronically from overseas and to transmit the applications electronically to the ECA/A/E regional branches and the Fulbright Scholarship Board. *Placement:* Describe your organization's resources and capabilities for insuring the best and most appropriate placement of students at a full range of U.S. public and private institutions representing geographic and institutional diversity. Discuss in detail your organization's potential for securing co-funding from U.S. institutions to leverage U.S. and other sources of Fulbright funding. Detail your past success securing cost-sharing. *Supervision and Support:* Describe how you will supervise and monitor foreign students including oversight of the following: enrollment in approved academic programs and academic performance; medical care and health insurance; Federal tax compliance; J visa status; renewal and extension of awards; and emergencies. *Fiscal Management:* Outline your capacity to manage electronic stipend payments to participants; handle tax withholding, as required; provide reports on expenditures, and insurance; and monitor and audit internal functions and systems in accordance with U.S. government and Bureau guidelines. *English Language and Pre-Academic Training:* One organization or consortium of organizations will organize and administer worldwide English language and pre-academic training programs and short-term entry orientation programs for selected Fulbright students enrolling for academic year 2008-2009, including designing criteria and estimating costs for these programs, placement and supervision of participating students, and evaluating and monitoring the programs. *Enrichment Activities:* The organization or consortium of organizations administering the pre-academic and orientation programs will also administer up to eight enrichment seminars at locations around the nation for foreign students in all programs in academic year 2007-2008. The goal of these workshops is to provide students an in-depth understanding of American institutions, society and culture. II. Award Information *Type of Award:* Cooperative Agreement. ECA's level of involvement in this program is listed under number I above. *Fiscal Year Funds:* 2008. *Approximate Total Funding:* $10,000,000 pending availability of funds. *Approximate Number of Awards:* One or more awards, in accordance with the following options: Organizations or consortia of organizations may compete to administer the entire worldwide Fulbright Student program, comprising both the U.S. and foreign student components. Alternatively, single organizations or consortia of organizations may compete to administer the U.S. student program and/or the foreign student program based on the following guidelines: *For the U.S. Student Program, the Competition is open to:* —Single organizations or consortia of organizations wishing to administer the program worldwide. *For the Foreign Student Fulbright Program, the competition is open to:* —Single organizations or consortia of organizations wishing to administer the program worldwide or; —Single organizations or consortia of organizations wishing to administer the foreign student program for one or more regions of the world. For the purposes of this competition, regions are defined as follows: • Sub-Saharan Africa. • Europe and Eurasia. • East Asia and the Pacific. • North Africa and the Middle East. • South and Central Asia. • Western Hemisphere. Proposals must include plans to administer the Fulbright Foreign Student Program in all of the countries within a region where there currently is a program. A complete list of country programs in each region is provided in the Project Objectives, Goals and Implementation
(POGI)package. Any proposal that includes countries not listed in the POGI may be declared technically ineligible. Organizations or consortia of organizations bidding to administer the Foreign Student Fulbright Program in two or more regions must demonstrate the capacity to administer the centrally funded global foreign student programs and enrichment activities including the Fulbright Foreign Language Assistant Program, the Fulbright International Science and Technology Awards, English language and pre-academic programs, short-term orientation programs, and at least eight 3-4 day enrichment programs. Consortia wishing to administer the worldwide U.S. Fulbright Student Program or the worldwide foreign student program should designate one organization to be the recipient of the cooperative agreement award. Applications proposing administration of the Program by a consortium should provide a detailed description of arrangements for cooperative work among the partners and between the partners and the U.S. and overseas academic communities, bilateral commissions and other entities. The Bureau reserves the right to reduce, revise or increase proposal budgets in accordance with the needs of the program and availability of funds. In addition, it reserves the right to accept proposals in whole or in part and make an award or awards in accordance with the best interests of the Fulbright Student Program. *Anticipated Award Date:* Pending availability of funds, October 1, 2007. *Anticipated Project Completion Date:* September 30, 2008. *Additional Information:* Pending successful implementation of this program and the availability of funds in subsequent fiscal years, it is ECA's intent to renew the grant(s) for a period of not less than four additional fiscal years, before openly competing the program again. The Bureau reserves the right to renew the award(s) beyond that period. III. Eligibility Information *III.1. Eligible applicants:* Applications may be submitted by public and private non-profit organizations or consortia of institutions meeting the provisions described in Internal Revenue Code section 26 U.S.C. 501(c)(3). Consortia of eligible organizations applying for grants should designate one organization to be the recipient of the cooperative agreement award. Applications proposing a consortium should provide a detailed description of the responsibilities of each partner organization and arrangements for cooperative work among the partners and between the partners and overseas academic communities, binational commissions, PAS and other entities responsible for the Fulbright program. *III.2. Cost Sharing or Matching Funds:* The Bureau anticipates that proposals will include significant amounts of cost-sharing in support of the Fulbright Student Program, and encourages applicants to provide maximum levels of funding in support of this initiative. When cost sharing is offered, it is understood and agreed that the applicant must provide the amount of cost sharing as stipulated in its proposal and later included in an approved grant agreement. Cost sharing may be in the form of allowable direct or indirect costs. For accountability, you must maintain written records to support all costs which are claimed as your contribution, as well as costs to be paid by the Federal government. Such records are subject to audit. The basis for determining the value of cash and in-kind contributions must be in accordance with OMB Circular A-110, (Revised), Subpart C.23—Cost Sharing and Matching. In the event you do not provide the minimum amount of cost sharing as stipulated in the approved budget, ECA's contribution will be reduced in like proportion. *III.3. Other Eligibility Requirements:* Bureau grant guidelines require that organizations with less than four years experience in conducting international exchanges be limited to $60,000 in Bureau funding. ECA anticipates awarding one or more cooperative agreement awards in an amount over $60,000 to support program and administrative costs required to implement this exchange program. Therefore, organizations with less than four years experience in conducting international exchanges are ineligible to apply under this competition. IV. Application and Submission Information Note: Please read the complete announcement before sending inquiries or submitting proposals. Once the RFGP deadline has passed, Bureau staff may not discuss this competition with applicants until the proposal review process has been completed. *IV.1 Contact Information to Request an Application Package:* Please contact the Office of Academic Exchange Programs, ECA/A/E, Room 234, U.S. Department of State, SA-44, 301 4th Street, SW., Washington, DC 20547, e-mail: *fulbright@state.gov* , *telephone:* 202-453-8135 and *fax number:* 202-453-8125, to request a Solicitation Package. Please refer to the Funding Opportunity Number ECA/A/E-08-01 when making your request. Alternatively, an electronic application package may be obtained from grants.gov. Please see section IV.3f for further information. The Solicitation Package contains the Proposal Submission Instruction
(PSI)document which consists of required application forms, and standard guidelines for proposal preparation. It also contains the Project Objectives, Goals and Implementation
(POGI)document, which provides specific information, award criteria and budget instructions tailored to this competition. *IV.2. To Download a Solicitation Package Via Internet:* The entire Solicitation Package may be downloaded from the Bureau's Web site at *http://exchanges.state.gov/education/rfgps/menu.htm* , or from the Grants.gov Web site at *http://www.grants.gov* . Please read all information before downloading. *IV.3. Content and Form of Submission:* Applicants must follow all instructions in the Solicitation Package. The application should be submitted per the instructions under IV.3f. “Application Deadline and Methods of Submission” section below. *IV.3a.* You are required to have a Dun and Bradstreet Data Universal Numbering System
(DUNS)number to apply for a grant or cooperative agreement from the U.S. Government. This number is a nine-digit identification number, which uniquely identifies business entities. Obtaining a DUNS number is easy and there is no charge. To obtain a DUNS number, access *http://www.dunandbradstreet.com* or call 1-866-705-5711. Please ensure that your DUNS number is included in the appropriate box of the SF-424 which is part of the formal application package. *IV.3b.* All proposals must contain an executive summary, proposal narrative and budget. Please Refer to the Solicitation Package. The mandatory Proposal Submission Instructions
(PSI)document and the Project Objectives, Goals and Implementation
(POGI)document contain additional formatting and technical requirements. *IV.3c.* You must have nonprofit status with the IRS at the time of application. If your organization is a private nonprofit which has not received a grant or cooperative agreement from ECA in the past three years, or if your organization received nonprofit status from the IRS within the past four years, you must submit the necessary documentation to verify nonprofit status as directed in the PSI document. Failure to do so will cause your proposal to be declared technically ineligible. *IV.3d.* Please take into consideration the following information when preparing your proposal narrative: *IV.3d.1* Adherence to All Regulations Governing the J Visa. The Bureau of Educational and Cultural Affairs places the highest emphasis on the secure and proper administration of Exchange Visitor (J visa) Programs and adherence by grantees and sponsors to all regulations governing the J visa. Therefore, proposals should demonstrate the applicant's capacity to meet all requirements governing the administration of the Exchange Visitor Programs as set forth in 22 CFR part 62, including the oversight of Responsible Officers and Alternate Responsible Officers, screening and selection of program participants, provision of pre-arrival information and orientation to participants, monitoring of participants, proper maintenance and security of forms, record-keeping, reporting and other requirements. The Grantee will be responsible for issuing DS-2019 forms to participants in this program. A copy of the complete regulations governing the administration of Exchange Visitor
(J)programs is available at *http://exchanges.state.gov* or from: United States Department of State, Office of Exchange Coordination and Designation, ECA/EC/ECD-SA-44, Room 734, 301 4th Street, SW., Washington, DC 20547, *Telephone:*
(202)203-5029, *FAX:*
(202)453-8640. Please refer to Solicitation Package for further information. *IV.3d.2* Diversity, Freedom and Democracy Guidelines. Pursuant to the Bureau's authorizing legislation, programs must maintain a non-political character and should be balanced and representative of the diversity of American political, social, and cultural life. “Diversity” should be interpreted in the broadest sense and encompass differences including, but not limited to ethnicity, race, gender, religion, geographic location, socio-economic status, and physical challenges. Applicants are strongly encouraged to adhere to the advancement of this principle both in program administration and in program content. Please refer to the review criteria under the `Support for Diversity' section for specific suggestions on incorporating diversity into your proposal. Public Law 104-319 provides that “in carrying out programs of educational and cultural exchange in countries whose people do not fully enjoy freedom and democracy,” the Bureau “shall take appropriate steps to provide opportunities for participation in such programs to human rights and democracy leaders of such countries.” Public Law 106-113 requires that the governments of the countries described above do not have inappropriate influence in the selection process. Proposals should reflect advancement of these goals in their program contents, to the full extent deemed feasible. *IV.3d.3.* Program Monitoring and Evaluation. Proposals must include a plan to monitor and evaluate the project's success, both as the activities unfold and at the end of the program. The Bureau recommends that your proposal include a draft survey questionnaire or other instrument plus a description of a methodology to use to link outcomes to original project objectives. The Bureau expects that the grantee will be able to respond to key evaluation questions, including participant satisfaction with the program, learning as a result of the program, and anticipated changes in behavior as a result of the program. The evaluation plan should include indicators that measure gains in mutual understanding as well as substantive knowledge. Successful monitoring and evaluation depend heavily on setting clear goals and outcomes at the outset of a program. Your evaluation plan should include a description of your project's objectives, your anticipated project outcomes, and how and when you intend to measure these outcomes (performance indicators). The more that outcomes are “smart” (specific, measurable, attainable, results-oriented, and placed in a reasonable time frame), the easier it will be to conduct the evaluation. You should also show how your project objectives link to the goals of the program described in this RFGP. We encourage you to assess the following three levels of outcomes, as they relate to the program goals set out in the RFGP (listed here in increasing order of importance): 1. Participant satisfaction with the program and exchange experience. 2. Participant learning, such as increased knowledge, aptitude, skills, and changed understanding and attitude. Learning includes both substantive (subject-specific) learning and mutual understanding. 3. Anticipated Participant behavior, anticipated actions to apply knowledge in work or community; greater participation and responsibility in civic organizations; interpretation and explanation of experiences and new knowledge gained; continued contacts between participants, community members, and others. Grantees will be required to provide reports analyzing their evaluation findings to the Bureau in their regular program reports. All data collected, including survey responses and contact information, must be maintained for a minimum of three years and provided to the Bureau upon request. *IV.3d.4.* Describe your plans for: overall program management, staffing, coordination with ECA and with U.S. and foreign universities, Fulbright commissions and PAS of U.S. embassies. Provide a staffing plan which outlines the responsibilities of each staff person and explains which staff members will be accountable for each program responsibility. Whenever possible, streamline administrative processes. *IV.3e.* Please take the following information into consideration when preparing your budget: *IV.3e.1.* Applicants must submit a comprehensive line item administrative budget for the entire program or the specific portion of the program they are applying to administer. It is anticipated that funding for the cooperative agreement award(s) for program administration for all new Fulbright students will be approximately $10,000,000. Pending availability of FY 2008 funds, it is anticipated that most of the resources will come from the FY 2008 Educational and Cultural Exchange Programs Appropriation. However, it is anticipated that a total of $750,000 will be transferred to the Bureau from Economic Support Funds and other resources to administer programs for approximately 200 Pakistani students and approximately 25 Indonesian students. *IV.3e.2.* Allowable costs and additional budget guidance are outlined in detail in the POGI document. Please refer to the Solicitation Package for complete budget guidelines and formatting instructions. *IV.3F.* Application Deadline and Methods of Submission: *Application Deadline Date:* May 3, 2007. *Reference Number:* ECA/A/E-08-01. *Methods of Submission:* *Applications may be submitted in one of two ways:*
(1)In hard-copy, via a nationally recognized overnight delivery service (i.e., DHL, Federal Express, UPS, Airborne Express, or U.S. Postal Service Express Overnight Mail, etc.), or
(2)electronically through *http://www.grants.gov* . Along with the Project Title, all applicants must enter the above Reference Number in Box 11 on the SF-424 contained in the mandatory Proposal Submission Instructions
(PSI)of the solicitation document. *IV.3f.1.* Submitting Printed Applications Applications must be shipped no later than the above deadline. Delivery services used by applicants must have in-place, centralized shipping identification and tracking systems that may be accessed via the Internet and delivery people who are identifiable by commonly recognized uniforms and delivery vehicles. Proposals shipped on or before the above deadline but received at ECA more than seven days after the deadline will be ineligible for further consideration under this competition. Proposals shipped after the established deadlines are ineligible for consideration under this competition. ECA will *not* notify you upon receipt of application. It is each applicant's responsibility to ensure that each package is marked with a legible tracking number and to monitor/confirm delivery to ECA via the Internet. Delivery of proposal packages *may not* be made via local courier service or in person for this competition. Faxed documents will not be accepted at any time. Only proposals submitted as stated above will be considered. Important note: When preparing your submission please make sure to include one extra copy of the completed SF-424 form and place it in an envelope addressed to “ECA/EX/PM”. The original and 10 copies of the application should be sent to: U.S. Department of State, SA-44, Bureau of Educational and Cultural Affairs, *Ref.:* ECA/A/E-08-01. Program Management, ECA/EX/PM, Room 534. 301 4th Street, SW., Washington, DC 20547. *IV.3f.2.* —Submitting Electronic Applications. Applicants have the option of submitting proposals electronically through Grants.gov ( *http://www.grants.gov* ). Complete solicitation packages are available at Grants.gov in the “Find” portion of the system. Please follow the instructions available in the ‘Get Started' portion of the site ( *http://www.grants.gov/GetStarted* ). Several of the steps in the Grants.gov registration process could take several weeks. Therefore, applicants should check with appropriate staff within their organizations immediately after reviewing this RFGP to confirm or determine their registration status with Grants.gov. Once registered, the amount of time it can take to upload an application will vary depending on a variety of factors including the size of the application and the speed of your Internet connection. Therefore, we strongly recommend that you not wait until the application deadline to begin the submission process through Grants.gov. Direct all questions regarding Grants.gov registration and submission to: Grants.gov Customer Support, *Contact Center Phone:* 800-518-4726, *Business Hours:* Monday-Friday, 7 a.m.-9 p.m. Eastern Time, *E-mail: support@grants.gov* . Applicants have until midnight (12 a.m.), Washington, DC time of the closing date to ensure that their entire application has been uploaded to the Grants.gov site. There are no exceptions to the above deadline. Applications uploaded to the site after midnight of the application deadline date will be automatically rejected by the grants.gov system, and will be technically ineligible. Applicants will receive a confirmation e-mail from grants.gov upon the successful submission of an application. ECA will *not* notify you upon receipt of electronic applications. It is the responsibility of all applicants submitting proposals via the Grants.gov Web portal to ensure that proposals have been received by Grants.gov in their entirety, and ECA bears no responsibility for data errors resulting from transmission or conversion processes. *IV.3g. Intergovernmental Review of Applications:* Executive Order 12372 does not apply to this program. V. Application Review Information V.1. Review Process The Bureau will review all proposals for technical eligibility. Proposals will be deemed ineligible if they do not fully adhere to the guidelines stated herein and in the Solicitation Package. All eligible proposals will be reviewed by the program office, as well as Public Affairs Sections overseas, where appropriate. Eligible proposals will be subject to compliance with Federal and Bureau regulations and guidelines and forwarded to Bureau grant panels for advisory review. Proposals may also be reviewed by the Office of the Legal Adviser or by other Department elements. Final funding decisions are at the discretion of the Department of State's Assistant Secretary for Educational and Cultural Affairs. Final technical authority for cooperative agreements resides with the Bureau's Grants Officer. Review Criteria Technically eligible applications will be competitively reviewed according to the criteria stated below. These criteria are not rank ordered and all carry equal weight in the proposal evaluation: *1. Quality of the program idea:* Proposals should display an understanding of and respect for the goals and distinguished traditions of the Fulbright program, as reflected in the requirements and priorities of this RFGP. Proposals should demonstrate a commitment to excellence and creativity in the implementation and management of this program, including the recruitment of U.S. students, quality of preacademic and enrichment workshops, and placement of foreign students. *2. Program planning:* Proposals should respond precisely to the planning requirements outlined in the RFGP. Planning should demonstrate substantive rigor. A detailed agenda and relevant work plan, including a timeline, should demonstrate feasibility and the applicant's logistical capacity to implement the program. 3. *Ability to achieve program objectives:* Proposals should demonstrate clearly how the applicant will fulfill the program's objectives and implement plans, while demonstrating innovation and a commitment to academic excellence. Proposals should demonstrate a capacity for flexibility in the management of the program. 4. *Institutional Capacity:* Proposed personnel and institutional resources should be adequate and appropriate to achieve program goals. Applicants should demonstrate established links to institutions of higher education in the U.S and knowledge of the overseas educational environment, particularly an awareness of conditions in societies and educational institutions outside the United States as they apply to academic exchange programs. Applicants should demonstrate prior experience or the capacity to negotiate significant cost savings for foreign students from American institutions of higher education. Applicants should also demonstrate their capacity to provide an information management/database system that meets program requirements, is compatible with the Bureau's systems, and provides for electronic applications, electronic data storage, and electronic payment of stipends. *5. Institution's Record/Ability:* Proposals should demonstrate an institutional record of managing successful exchange programs, including significant experience in developing and administering international academic exchange programs, sound fiscal management and full compliance with all reporting requirements for past Bureau cooperative agreements as determined by Bureau Grants Staff. In its review of proposals, the Bureau will consider the past performance of prior recipients and the demonstrated potential of new applicants. *6. Support of Diversity:* Proposals should demonstrate substantive support of the Bureau's policy on diversity. Achievable and relevant features should be cited in both program administration (recruitment and selection of participants, academic placements and program evaluation) and program content (orientation and enrichment programs, program meetings, resource materials). Proposals should articulate a diversity plan, not just a statement of compliance. *7. Project Evaluation:* Proposals should include a plan to evaluate the program's success, both as the activities unfold and at the end of the program. The Bureau recommends that proposals include a draft survey questionnaire or other instrument plus description of a methodology to use to link outcomes to original objectives. *8. Cost-effectiveness:* The overhead and administrative components of the proposal, including salaries, should be kept as low as possible while adequate and appropriate to provide the required services. Proposals should document plans to realize cost-savings and other efficiencies through use of technology, administrative streamlining, and other management techniques. *9. Cost-sharing:* Proposals should demonstrate maximum cost-sharing. Preference will be given to proposals which demonstrate innovative approaches to leveraging of funds, and other sharing of costs. VI. Award Administration Information VI.1a. Award Notices Final awards cannot be made until funds have been appropriated by Congress, allocated and committed through internal Bureau procedures. Successful applicants will receive an Assistance Award Document
(AAD)from the Bureau's Grants Office. The AAD and the original grant proposal with subsequent modifications (if applicable) shall be the only binding authorizing document between the recipient and the U.S. Government. The AAD will be signed by an authorized Grants Officer, and mailed to the recipient's responsible officer identified in the application. Unsuccessful applicants will receive notification of the results of the application review from the ECA program office coordinating this competition. VI.2 Administrative and National Policy Requirements Terms and Conditions for the Administration of ECA agreements include the following: Office of Management and Budget Circular A-122, “Cost Principles for Nonprofit Organizations.” Office of Management and Budget Circular A-21, “Cost Principles for Educational Institutions.” OMB Circular A-87, “Cost Principles for State, Local and Indian Governments”. OMB Circular No. A-110 (Revised), Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and other Nonprofit Organizations. OMB Circular No. A-102, Uniform Administrative Requirements for Grants-in-Aid to State and Local Governments. OMB Circular No. A-133, Audits of States, Local Government, and Non-profit Organizations. Please reference the following Web sites for additional information: *http://www.whitehouse.gov/omb/grants. http://exchanges.state.gov/education/grantsdiv/terms.htm#articleI.* VI.3. Reporting Requirements You must provide ECA with a hard copy original plus two copies of the following reports: A final program and financial report no more than 90 days after the expiration of the award; quarterly financial reports, annual program reports and ad hoc program reports as requested by ECA/A/E. All data collected, including survey responses and contact information, must be maintained for a minimum of three years and provided to the Bureau upon request. All reports must be sent to the ECA Grants Officer and ECA Program Officer listed in the final assistance award document. VII. Agency Contacts For questions about this announcement, contact: Mr. Matthew McMahon, Office of Academic Exchange Programs, ECA/A/E, Room 234, ECA/A/E-08-01, U.S. Department of State, SA-44, 301 4th Street, SW., Washington, DC 20547, *e-mail: McMahonMP@state.gov, phone:*
(202)453-8135, and *fax:*
(202)453-8126. All correspondence with the Bureau concerning this RFGP should reference the above title and number ECA/A/E-08-01. Please read the complete announcement before sending inquiries or submitting proposals. All inquiries about the RFGP or any aspect of the Fulbright Student Program should be submitted in writing via e-mail to Mr. McMahon. Any questions or requests for information from overseas Fulbright commissions or Public Affairs Sections of U.S. embassies should be submitted in writing via e-mail to Mr. McMahon for transmission to those overseas offices. Once the RFGP deadline has passed, Bureau staff may not discuss this competition with applicants until the proposal review process has been completed. VIII. Other Information Notice The terms and conditions published in this RFGP are binding and may not be modified by any Bureau representative. Explanatory information provided by the Bureau that contradicts published language will not be binding. Issuance of the RFGP does not constitute an award commitment on the part of the Government. The Bureau reserves the right to reduce, revise, or increase proposal budgets in accordance with the needs of the program and the availability of funds. Awards made will be subject to periodic reporting and evaluation requirements per section VI.3 above. Dated: January 31, 2007. Dina Habib Powell, Assistant Secretary for Educational and Cultural Affairs, Department of State. [FR Doc. E7-2107 Filed 2-7-07; 8:45 am] BILLING CODE 4710-05-P DEPARTMENT OF TRANSPORTATION Federal Aviation Administration [Summary Notice No. PE-2007-04] Petitions for Exemption; Summary of Petitions Received AGENCY: Federal Aviation Administration (FAA), DOT. ACTION: Notice of petition for exemption received. SUMMARY: Pursuant to FAA's rulemaking provisions governing the application, processing, and disposition of petitions for exemption, part 11 of Title 14, Code of Federal Regulations (14 CFR), this notice contains a summary of certain petitions seeking relief from specified requirements of 14 CFR. The purpose of this notice is to improve the public's awareness of, and participation in, this aspect of the FAA's regulatory activities. Neither publication of this notice nor the inclusion or omission of information in the summary is intended to affect the legal status of any petition or its final disposition. DATES: Comments on petitions received must identify the petition docket number involved and must be received on or before February 28, 2007. ADDRESSES: Send comments on the petition to the Docket Management System, U.S. Department of Transportation, Room Plaza 401, 400 Seventh Street, SW., Washington, DC 20590-0001. You must identify the docket number FAA-2006-26838 at the beginning of your comments. If you wish to receive confirmation that the FAA received your comments, include a self-addressed, stamped postcard. You may also submit comments through the Internet to *http://dms.dot.gov* . You may review the public docket containing the petition, any comments received, and any final disposition in person in the Dockets Office between 9 a.m. and 5 p.m., Monday through Friday, except Federal holidays. The Dockets Office (telephone 1-800-647-5527) is on the plaza level of the NASSIF Building at the Department of Transportation at the above address. Also, you may review public dockets on the Internet at *http://dms.dot.gov* . FOR FURTHER INFORMATION CONTACT: Frances Shaver, (202-267-9681), Office of Rulemaking (ARM-1), Federal Aviation Administration, 800 Independence Avenue, SW., Washington, DC 20591-3356 or Tyneka Thomas, (202-267-7626), Office of Rulemaking (ARM-1), Federal Aviation Administration, 800 Independence Avenue, SW., Washington, DC 20591-3356. This notice is published pursuant to 14 CFR 11.85 and 11.91. Issued in Washington, DC, on January 31, 2007. Pamela Hamilton-Powell, Director, Office of Rulemaking. Petitions for Exemption *Docket No.:* FAA-2007-26838. *Petitioner:* Era Helicopters, LLC. *Section of 14 CFR Affected:* §§ 21.197(c)(2) and 21.199(a). *Description of Relief Sought:* To allow Era Helicopters, LLC to write special flight permits with continuous authorization to conduct ferry flights on all of their aircraft maintained under § 135.411(a)(1). [FR Doc. 07-546 Filed 2-7-07; 8:45 am]
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Traces to 8 documents
U.S. Code
CFR
register
5 references not yet in our index
- 17 CFR 240.19
- Pub. L. 87-256
- 22 CFR 62
- Pub. L. 104-319
- Pub. L. 106-113
Citation graph
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Notices
Notice of petition for exemption received
Cite17 CFR 240.19
Pub. L.Pub. L. 87-256
Cite22 CFR 62
Pub. L.Pub. L. 104-319
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