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Code · REGISTER · 2007-02-22 · SECURITIES AND EXCHANGE COMMISSION · Notices

Notices. Notice of Intent

52,306 words·~238 min read·/register/2007/02/22/07-785

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BILLING CODE 7710-FW-M SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55293; File No. SR-NYSE-2006-120] Self-Regulatory Organizations; New York Stock Exchange LLC; Order Granting Approval of Proposed Rule Change and Notice of Filing and Order Granting Accelerated Approval to Amendment No. 1 Regarding the Proposed Combination Between NYSE Group, Inc. and Euronext N.V. February 14, 2007. I. Introduction On December 29, 2006, New York Stock Exchange LLC (“NYSE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934, as amended, (“Exchange Act”) 1 and Rule 19b-4 thereunder, 2 a proposed rule change regarding the proposed business combination (“Combination”) between NYSE Group, Inc.
(“NYSE Group”) and Euronext N.V. (“Euronext”). The proposed rule change was published for comment in the **Federal Register** on January 8, 2007. 3 The Commission has received two comments on the proposal. 4 The Exchange filed a response to comments on February 14, 2007. 5 1 15 U.S.C. 78s(b)(l). 2 17 CFR 240.19b-4. 3 *See* Securities Exchange Act Release No. 55026 (December 29, 2006), 72 FR 814 (“Notice”). 4 *See* letter from Andrew Rothlein, to Nancy Morris, Secretary, Commission, dated January 17, 2007 (“OTR Investors Letter”); and letter from Professor J.
Robert Brown, Jr., University of Denver Sturm College of Law, to Nancy Morris, Secretary, Commission, received by the Commission, February 13, 2007 (“Brown Letter”). 5 *See* letter from Mary Yeager, Assistant Secretary, NYSE, to Nancy M. Morris, Secretary, Commission, dated February 14, 2007 (“NYSE Response to Comments”). On February 13, 2007, the Exchange filed Amendment No. 1 to the proposed rule change. 6 This order approves the proposed rule change, grants accelerated approval to Amendment No. 1, and solicits comments from interested persons on Amendment No. 1. 6 *See* Partial Amendment dated February 13, 2007 (“Amendment No. 1”).
The text of Amendment No. 1 and Exhibits 5C, 5D, 5F, 5G, 5H, 5I, 5J, and 5M, which set forth certain governing documents as proposed to be amended, are available on the Commission's Web site ( *http://www.sec.gov/rules/sro.shtml* ), at the Commission's Public Reference Room, at the NYSE, and on the NYSE's Web site ( *http://www.nyse.com* ). The Commission has reviewed carefully the proposed rule change, the comment letters, and the NYSE Response to Comments, and finds that the proposed rule change is consistent with the requirements of the Exchange Act and the rules and regulations thereunder applicable to a national securities exchange. 7 In particular, the Commission finds that the proposed rule change is consistent with Section 6(b) of the Exchange Act, 8 which, among other things, requires a national securities exchange to be so organized and have the capacity to be able to carry out the purposes of the Exchange Act and to enforce compliance by its members and persons associated with its members with the provisions of the Exchange Act, the rules and regulations thereunder, and the rules of the exchange, and assure the fair representation of its members in the selection of its directors and administration of its affairs, and provide that one or more directors shall be representative of issuers and investors and not be associated with a member of the exchange, broker, or dealer.
Section 6(b) of the Exchange Act 9 also requires that the rules of the exchange be 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. 7 In approving the proposed rule change, the Commission has considered its impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 8 15 U.S.C. 78f(b). 9 *Id* .
A. Accelerated Approval of Amendment No. 1 As set forth below, the Commission finds good cause for approving Amendment No. 1 prior to the thirtieth day after publishing notice of Amendment No. 1 in the **Federal Register** pursuant to Section 19(b)(2) of the Exchange Act. 10 10 15 U.S.C. 78s(b)(2). Pursuant to Section 19(b)(2) of the Exchange Act, the Commission may not approve any proposed rule change, or amendment thereto, prior to the thirtieth day after the date of publication of the notice thereof, unless the Commission finds good cause for so doing.
In Amendment No. 1, NYSE made changes to the Purpose Section of Form 19b-4 to
(1)provide an explanation of the purpose of the proposed change from the current independence policy of NYSE Group to no longer provide as a categorical matter that a person fails to be independent if he or she is a director of an affiliate of a member organization;
(2)specify that the Exchange has proposed to make a change to the ownership limitation in the NYSE Group Certificate of Incorporation to match the voting limitation, and add that the board of directors must determine that share ownership in excess of the concentration limitation will not impair the ability of NYSE Group to discharge its responsibilities under the Exchange Act and the rules and regulations thereunder;
(3)clarify the process for nominating directors for the NYSE Euronext (“NYSE Euronext”) board of directors;
(4)clarify that it is requesting that the Commission allow NYSE Euronext alone to wholly own and vote all of the outstanding common stock of NYSE Group; and
(5)clarify that the organizational documents of the Exchange, NYSE Market, Inc. (“NYSE Market”), and NYSE Regulation, Inc. (“NYSE Regulation”) provide that any person not meeting the board qualifications in the relevant organizational documents will not be qualified to serve, and therefore will not be eligible to serve as a director. The Exchange made a corresponding clarifying change to the proposed Second Amended and Restated Operating Agreement of the Exchange (“proposed NYSE Operating Agreement”) and the proposed Amended and Restated Bylaws of NYSE Market (“proposed NYSE Market Bylaws”). Additionally, the Exchange made a change to the proposed Second Amended and Restated Bylaws of NYSE Regulation (“proposed NYSE Regulation Bylaws”) to add that any person who is not elected or appointed in accordance with the qualifications set forth in Section 1(A) of Article III of the proposed NYSE Regulation Bylaws shall not be qualified to serve as a director and therefore shall not be elected to serve as a director. This proposed change was described in the Notice, 11 but was inadvertently omitted from the proposed NYSE Regulation Bylaws. The Exchange also made technical revisions to proposed Article VII, Section 2 of the proposed Amended and Restated Certificate of Incorporation of NYSE Group (“proposed NYSE Group Certificate of Incorporation”) relating to quorum requirements for each meeting of stockholders. 12 The Exchange also is amending the Trust Agreement (as defined below) to specify that the shares of Archipelago Holdings, Inc. (“Archipelago”) may also be held directly by the Trust (as defined below). These changes are necessary to clarify the proposal. The Commission finds good cause to accelerate approval of these changes prior to the thirtieth day after publication in the **Federal Register** because they clarify the Exchange's rules, which should facilitate the Exchange's compliance with its rules and the Commission's ability to ensure compliance with such rules, and assist members and investors in understanding the application and scope of the rules. 11 *See* Notice, *supra* note 3, at 831. 12 In the Notice, the Exchange mistakenly showed proposed deletions to the current quorum requirements. The Exchange is not proposing to change the quorum requirements that exist in the current NYSE Group Certificate of Incorporation. In addition, the Exchange made certain clarifying, conforming, technical, non-material, and non-substantive changes to the Purpose Section of Form 19b-4, the Independence Policy of the NYSE Euronext Board of Directors (“Independence Policy”), the proposed NYSE Group Certificate of Incorporation, the proposed Second Amended and Restated Certificate of Incorporation of NYSE Market (“proposed NYSE Market Certificate of Incorporation”), the proposed Restated Certificate of Incorporation of NYSE Regulation 13 (“proposed NYSE Regulation Certificate of Incorporation”), and the Trust Agreement, which raise no new or novel issues. These changes are non-substantive and technical in nature and are necessary to reflect the changes from the current rules of the Exchange and clarify the proposal. The Commission finds good cause exists to accelerate approval of these changes prior to the thirtieth day after publication in the **Federal Register** because they clarify the Exchange's rules, which should facilitate the Exchange's compliance with its rules, the Commission's ability to ensure compliance with such rules, and assist members and investors in understanding the application and scope of the rules. 13 In Amendment No. 1, the Exchange proposed to change the name of this document to conform to New York State law. *See* Amendment No. 1, *supra* note 6. The Commission finds that the changes proposed in Amendment No. 1 are consistent with the Exchange Act and therefore finds good cause to accelerate approval of Amendment No. 1, pursuant to Section 19(b)(2) of the Exchange Act. 14 14 15 U.S.C. 78s(b)(2). B. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning Amendment No. 1, including whether Amendment No. 1 is consistent with the Exchange Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-NYSE-2006-120 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSE-2006-120. 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 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 Amendment No. 1 of File Number SR-NYSE-2006-120 and should be submitted on or before March 15, 2007. II. Discussion The Exchange has submitted the proposed rule change in connection with the Combination of NYSE Group with Euronext. As a result of the Combination, the businesses of NYSE Group (including the businesses of the Exchange and NYSE Arca, Inc. (a Delaware corporation, registered national securities exchange and self-regulatory organization (“NYSE Arca”)), and Euronext will be held under a single, publicly traded holding company named NYSE Euronext, a Delaware corporation. Following the Combination, each of NYSE Group and Euronext will be a separate subsidiary of NYSE Euronext, and their respective businesses and assets will continue to be held as they are currently held (subject to any post-closing corporate reorganization of Euronext). The proposed rule change is necessary to effectuate the consummation of the Combination and will not be operative until the consummation of the Combination. A. Corporate Structure After the Combination, the Exchange will remain a wholly owned subsidiary of NYSE Group. NYSE Market, a Delaware corporation, will remain a wholly owned subsidiary of the Exchange and conduct the Exchange's business. NYSE Regulation, a New York Type A not-for-profit corporation, will remain a wholly owned subsidiary of the Exchange, and continue to perform the regulatory responsibilities for the Exchange pursuant to a delegation agreement with the Exchange and many of the regulatory functions of NYSE Arca pursuant to a services agreement with NYSE Arca. Archipelago, a Delaware corporation, will remain a wholly owned subsidiary of NYSE Group. NYSE Arca Holdings, Inc., a Delaware corporation (“NYSE Arca Holdings”), and NYSE Arca L.L.C., a Delaware limited liability company (“NYSE Arca LLC”), will remain wholly owned subsidiaries of Archipelago. NYSE Arca will remain a wholly owned subsidiary of NYSE Arca Holdings, and NYSE Arca Equities, Inc. (“NYSE Arca Equities”), a Delaware corporation formerly known as PCX Equities, Inc., will remain a wholly owned subsidiary of NYSE Arca. NYSE Arca will continue to maintain its status as a registered national securities exchange and self-regulatory organization. Archipelago's businesses and assets will continue to be held by it and its subsidiaries. Pursuant to a regulatory services agreement, NYSE Regulation will continue to perform many of the regulatory functions of NYSE Arca. The governing documents of Archipelago will remain unchanged other than amendments to the Certificate of Incorporation of Archipelago to allow the Trust (as defined below) to exceed the voting limitation and ownership concentration limitation as provided for in the Trust Agreement. 15 15 These amendments are the subject of a proposed rule change filed by NYSE Arca, which proposed rule change the Commission is approving today. *See* Securities Exchange Act Release No. 55294 (February 14, 2007) (approval order). *See also* Securities Exchange Act Release No. 55109 (January 16, 2007), 72 FR 2578 (January 19, 2007) (notice of proposed rule change of NYSE Arca). The Combination involves certain modifications to the organizational documents of NYSE Group and of NYSE Euronext, which upon consummation of the Combination will be the new indirect parent company of NYSE Arca. The organizational documents and independence policies of NYSE Group and NYSE Euronext and the Trust Agreement constitute rules of NYSE Arca. The resolutions of the board of directors of NYSE Group are also rules of NYSE Arca requiring Commission approval. Accordingly, NYSE Arca has submitted a proposed rule change to reflect the rule changes to be implemented in connection with the Combination. The Exchange represents that the Combination will have no effect on the ability of any party to trade securities on NYSE Market, NYSE Arca, or NYSE Arca Equities. Euronext and its subsidiaries will continue to operate their business and operations in substantially the same manner as they are conducted currently, with any changes subject to the approval of the European Regulators to the extent required. A core aspect of the structure of the Combination is local regulation of the marketplace, members, and issuers. Therefore, securities exchanges, members, and issuers of NYSE Group and Euronext will continue to be regulated in the same manner as they are currently regulated. The Commission notes that this conclusion ( *i.e.* , that securities exchanges, members, and issuers of NYSE Group and Euronext will continue to be regulated in the same manner as they are currently regulated) is based on the structure of the Combination as described in this proposal. 1. NYSE Euronext Following the Combination, NYSE Euronext will be a for-profit, publicly traded stock corporation and will act as a holding company for the businesses of the NYSE Group and Euronext. NYSE Euronext will own all of the equity interests in NYSE Group and its subsidiaries, including the Exchange and NYSE Arca, and a majority (if not all) of the equity interests in Euronext and its respective subsidiaries. Section 19(b) of the Exchange Act and Rule 19b-4 thereunder require a self-regulatory organization (“SRO”) to file proposed rule changes with the Commission. Although NYSE Euronext is not an SRO, certain provisions of its proposed Amended and Restated Certificate of Incorporation (“proposed NYSE Euronext Certificate of Incorporation”) and proposed Amended and Restated Bylaws (“proposed NYSE Euronext Bylaws”) are rules of an exchange 16 if they are stated policies, practices, or interpretations, as defined in Rule 19b-4 under the Exchange Act, of the exchange, and must be filed with the Commission pursuant to Section 19(b)(4) of the Exchange Act and Rule 19b-4 thereunder. Accordingly, the Exchange has filed the proposed NYSE Euronext Certificate of Incorporation and the proposed NYSE Euronext Bylaws with the Commission. 16 *See* Section 3(a)(27) of the Exchange Act, 15 U.S.C. 78c(a)(27). If NYSE Euronext decides to change its Certificate of Incorporation or Bylaws, NYSE Euronext must submit such change to the board of directors of the Exchange, NYSE Market, NYSE Regulation, NYSE Arca, and NYSE Arca Equities, and if any or all of such board of directors shall determine that such amendment or repeal must be filed with or filed with and approved by the Commission pursuant to Section 19 of the Exchange Act and the rules thereunder, such change shall not be effective until filed with or filed with and approved by the Commission, as applicable. *See* proposed NYSE Euronext Certificate of Incorporation, Article X and proposed NYSE Euronext Bylaws, Article X, Section 10.10(C). a. Board of Directors Because directors of NYSE Euronext will also serve on the boards of the Exchange, NYSE Market, and NYSE Regulation, the composition of, and selection process for, the NYSE Euronext's board of directors is described below. It is currently contemplated that immediately after the Combination, the NYSE Euronext board of directors will consist of twenty-two directors. The initial NYSE Euronext board of directors will have an equal number of U.S. Persons 17 and European Persons. 18 Eleven directors will be the directors of NYSE Group as of immediately prior to the consummation of the Combination (including the chief executive officer and chairman of the board of NYSE Group). Nine directors will be members of the supervisory board of Euronext 19 as of immediately prior to the consummation of the Combination (including the chairman of the Euronext supervisory board). One director will be the chief executive officer of Euronext as of immediately prior to the consummation of the Combination, and the remaining director will be a European Person approved by both the NYSE Group board of directors and the Euronext supervisory board. The term of the initial directors of NYSE Euronext will end with the first annual meeting of stockholders to be held by NYSE Euronext, at which meeting the existing directors of NYSE Euronext will be nominated as directors of NYSE Euronext by the nominating and governance committee of the NYSE Euronext board of directors. Thereafter, the directors elected will serve one-year terms. 17 A “U.S. Person” shall mean, as of the date of his or her most recent election or appointment as a director, any person whose domicile as of such date is and for the immediately preceding 24 months shall have been the United States. *See* proposed NYSE Euronext Bylaws, Article III, Section 3.2(A). 18 A “European Person” shall mean, as of the date of his or her most recent election or appointment as a director, any person whose domicile as of such date is and for the immediately preceding 24 months shall have been a country in Europe. *See* proposed NYSE Euronext Bylaws, Article III, Section 3.2(A). 19 The supervisory board of a Dutch company such as Euronext, is the functional equivalent of a board of directors of a U.S. company but is not permitted to include members of management. Beginning with the first annual meeting of stockholders, 20 nominees to the NYSE Euronext board of directors will be nominated by the nominating and governance committee of the NYSE Euronext board of directors, which committee shall be comprised of an equal number of European Persons and U.S. Persons. The proposed NYSE Euronext Bylaws provide that in any election of directors, the nominees who shall be elected to the NYSE Euronext board of directors shall be nominees who receive the highest number of votes such that, immediately after such election:
(1)U.S. Persons as of such election shall constitute at least half of, but no more than the smallest number of directors, that will constitute a majority of the directors on the NYSE Euronext board of directors; and
(2)European Persons as of such election shall constitute the remainder of the directors on the NYSE Euronext board of directors. 21 20 See Amendment No. 1, supra note 6. 21 *See* proposed NYSE Euronext Bylaws, Article III, Section 3.2(A). The proposed NYSE Euronext Bylaws also provide that either the chairman of the board shall be a U.S. Person and the chief executive officer shall be a European Person, or the chairman of the board shall be a European Person and the chief executive officer shall be a U.S. Person. 22 The chief executive officer and deputy chief executive officer may be, but are not required to be, members of the board of directors of NYSE Euronext. 22 *See* proposed NYSE Euronext Bylaws, Article III, Section 3.3. Each member of the NYSE Euronext board of directors (other than the chief executive officer and deputy chief executive officer of NYSE Euronext if they are members of the board of directors) must satisfy the independence requirements set forth in the Independence Policy, as amended from time to time. 23 23 The chief executive officer and deputy chief executive officer, if they are members of the board of directors, will be recused from any act of the board of directors, whether it is acting as the board of directors or as a committee of the board, with respect to any act of any board committee that is required to be comprised solely of independent directors. *See* proposed NYSE Euronext Bylaws, Article III, Section 3.4. To clarify and continue NYSE Group board's current practice of soliciting the input of NYSE Group management for certain board and committee matters, the Exchange proposes to use the word “acts” instead of the word “deliberations” and “acts” instead of the word “activities” in the proposed NYSE Euronext Bylaws ( *See* Amendment No. 1, *supra* note 6), each of which are currently used in the Amended and Restated Bylaws of NYSE Group (“current NYSE Group Bylaws”) but will be deleted as part of the proposed changes to the Amended and Restated Certificate of Incorporation of NYSE Group (“current NYSE Group Certificate of Incorporation”). ( *See* Amendment No. 1, *supra* note 6.) This same clarification to board practice will also be made to the Bylaws of NYSE Market (“current NYSE Market Bylaws”) and the Amended and Restated Bylaws of NYSE Regulation (“current NYSE Regulation Bylaws”). The NYSE Euronext board of directors may create one or more committees. It is expected that upon consummation of the Combination, the NYSE Euronext board of directors will have an audit committee, a human resource and compensation committee, and a nominating and governance committee. Each of the audit committee, human resource and compensation committee, and nominating and governance committee of the NYSE Euronext board of directors will consist solely of directors meeting the independence requirements of NYSE Euronext. These committees also will perform relevant functions for NYSE Group, the Exchange, NYSE Market, NYSE Regulation, Archipelago, NYSE Arca, and NYSE Arca Equities, as well as other subsidiaries of NYSE Euronext, except that the board of directors of NYSE Regulation will continue to have its own compensation committee and nominating and governance committee. b. Voting and Ownership Limitations; Changes in Control of the Exchange The proposed NYSE Euronext Certificate of Incorporation includes restrictions on the ability to vote and own shares of stock of NYSE Euronext. Under the proposed NYSE Euronext Certificate of Incorporation, no person (either alone or together with its related persons) 24 will be entitled to vote or cause the voting of shares of stock of NYSE Euronext beneficially owned by such person or its related persons, in person or by proxy or through any voting agreement or other arrangement, to the extent that such shares represent in the aggregate more than 10% of the then outstanding votes entitled to be cast on such matter. No person (either alone or together with its related persons) may acquire the ability to vote more than 10% of the then outstanding votes entitled to be cast on any such matter by virtue of agreements or arrangements entered into with other persons not to vote shares of NYSE Euronext's outstanding capital stock. NYSE Euronext shall disregard any such votes purported to be cast in excess of these limitations. 25 24 *See* proposed NYSE Euronext Certificate of Incorporation, Article V, Section 1(L) and note 19 of the Notice for the definition of “related person.” 25 *See* proposed NYSE Euronext Certificate of Incorporation, Article V, Section 1(A). In addition, no person (either alone or together with its related persons) may at any time beneficially own shares of stock of NYSE Euronext representing in the aggregate more than 20% of the then outstanding votes entitled to be cast on any matter. 26 In the event that a person, either alone or together with its related persons, beneficially owns shares of stock of NYSE Euronext in excess of the 20% threshold, such person and its related persons will be obligated to sell promptly, and NYSE Euronext will be obligated to purchase promptly, to the extent that funds are legally available for such purchase, that number of shares necessary to reduce the ownership level of such person and its related persons to below the permitted threshold, after taking into account that such repurchased shares will become treasury shares and will no longer be deemed to be outstanding. 27 26 *See* proposed NYSE Euronext Certificate of Incorporation, Article V, Section 2(A). 27 *See* proposed NYSE Euronext Certificate of Incorporation, Article V, Section 2(D). NYSE also has proposed to permit the NYSE Euronext board of directors to require any stockholder that the NYSE Euronext board of directors reasonably believes to be subject to the voting or ownership limitations summarized above, and any person (either alone or together with its related persons) that at any time beneficially owns 5% or more of NYSE Euronext's outstanding capital stock (which ownership has not been reported to NYSE Euronext), to provide to NYSE Euronext information regarding such ownership upon the request of the NYSE Euronext board of directors. 28 This requirement will allow NYSE Euronext to monitor potential changes in control to ensure that none of the limits are reached. 28 *See* proposed NYSE Euronext Certificate of Incorporation, Article V, Section 4. The NYSE Euronext board of directors may waive the provisions regarding voting and ownership limits, subject to a determination by the NYSE Euronext board of directors that the exercise of such voting rights (or the entering into of a voting agreement) or ownership, as applicable: • Will not impair the ability of any of the Exchange, NYSE Market, NYSE Regulation, NYSE Arca LLC, NYSE Arca, and NYSE Arca Equities (each a “U.S. Regulated Subsidiary” and together, “U.S. Regulated Subsidiaries”), NYSE Euronext or NYSE Group to discharge their respective responsibilities under the Exchange Act and the rules and regulations thereunder; • Will not impair the ability of any of the European Market Subsidiaries or NYSE Euronext or Euronext to discharge their respective responsibilities under the European Exchange Regulations; 29 29 *See* proposed NYSE Euronext Bylaws, Article VII, Section 7.3(A), (B), and
(E)and note 23 of the Notice for the definitions of “European Exchange Regulations,” “European Market Subsidiary,” and “Euronext College of Regulators.” • Is otherwise in the best interest of NYSE Euronext, its stockholders, the U.S. Regulated Subsidiaries and the European Market Subsidiaries; and • Will not impair the Commission's ability to enforce the Exchange Act or the European Regulators' ability to enforce the European Exchange Regulations. Such resolution expressly permitting such voting or ownership must be filed with and approved by the Commission under Section 19 of the Exchange Act 30 and filed with and approved by each European Regulator having appropriate jurisdiction and authority. 30 15 U.S.C. 78s. In addition, for so long as NYSE Euronext directly or indirectly controls the Exchange or NYSE Market, the NYSE Euronext board of directors cannot waive the voting and ownership limits above the 20% threshold for any person if such person or its related persons is a “member” or “member organization” of the Exchange (as defined in Exchange Rules). In addition, for so long as NYSE Euronext directly or indirectly controls NYSE Arca, NYSE Arca Equities, or any facility of NYSE Arca, the NYSE Euronext board of directors cannot waive the voting and ownership limits above the 20% threshold if such person or its related persons is an ETP Holder of NYSE Arca Equities, or an OTP Holder or an OTP Firm of NYSE Arca. 31 Further, the NYSE Euronext board of directors also cannot waive the voting and ownership limits above the 20% threshold if such person or its related persons is subject to any statutory disqualification (as defined in Section 3(a)(39) of the Exchange Act) (a “U.S. Disqualified Person”) or has been determined by a European Regulator to be in violation of laws or regulations adopted in accordance with the European Directive on Markets in Financial Instruments applicable to any European Market Subsidiary requiring such person to act fairly, honestly and professionally (a “European Disqualified Person”). 31 ETP Holder is defined in the NYSE Arca Equities rules of NYSE Arca. OTP Holder and OTP Firm are defined in the rules of NYSE Arca. Members that trade on an exchange traditionally have ownership interests in such exchange. As the Commission has noted in the past, however, a member's interest in an exchange could become so large as to cast doubt on whether the exchange can fairly and objectively exercise its self-regulatory responsibilities with respect to that member. 32 A member that is a controlling shareholder of an exchange might be tempted to exercise that controlling influence by directing the exchange to refrain from, or the exchange may hesitate to, diligently monitor and surveil the member's conduct or diligently enforce its rules and the federal securities laws with respect to conduct by the member that violates such provisions. 32 *See* Securities Exchange Act Release Nos. 53382 (February 27, 2006), 71 FR 11251 (March 6, 2006) (SR-NYSE-2005-77) (order approving merger of New York Stock Exchange, Inc. and Archipelago, and demutualization of New York Stock Exchange, Inc. (“NYSE Inc.—Archipelago Merger Order”)); 53128 (January 13, 2006), 71 FR 3550 (January 23, 2006) (File No. 10-131); 51149 (February 8, 2005), 70 FR 7531 (February 14, 2005) (SR-CHX-2004-26); 49718 (May 17, 2004), 69 FR 29611 (May 24, 2004) (SR-PCX-2004-08); 49098 (January 16, 2004), 69 FR 3974 (January 27, 2004) (SR-Phlx-2003-73); and 49067 (January 13, 2004), 69 FR 2761 (January 20, 2004) (SR-BSE-2003-19). The Commission finds the ownership and voting restrictions in the proposed NYSE Euronext Certificate of Incorporation are consistent with the Exchange Act. These requirements should minimize the potential that a person could improperly interfere with or restrict the ability of the Commission, the Exchange, or its subsidiaries to effectively carry out their regulatory oversight responsibilities under the Exchange Act. 2. NYSE Group Following the Combination, NYSE Group will merge with a wholly owned subsidiary of NYSE Euronext and the surviving corporation will be a wholly owned subsidiary of NYSE Euronext. 33 Section 19(b) of the Exchange Act and Rule 19b-4 thereunder require an SRO to file proposed rule changes with the Commission. Although NYSE Group is not an SRO, certain provisions of the current NYSE Group Certificate of Incorporation and current NYSE Group Bylaws are rules of an exchange 34 if they are stated policies, practices, or interpretations, as defined in Rule 19b-4 of the Exchange Act, of the exchange, and must be filed with the Commission pursuant to Section 19(b)(4) of the Exchange Act and Rule 19b-4 thereunder. Accordingly, the Exchange has filed the proposed NYSE Group Certificate of Incorporation and proposed NYSE Group Bylaws with the Commission. 33 NYSE proposes to amend certain provisions of NYSE Group's organizational documents to reflect that, after the Combination, NYSE Group will be an intermediate holding company. The number of authorized shares of NYSE Group will be decreased. Provisions requiring a supermajority vote of shareholders to amend or repeal certain sections of the NYSE Group certificate of incorporation will be deleted. Also, provisions prohibiting NYSE Group shareholders from calling shareholder meetings, taking shareholder action by written consent and postponing shareholder meetings will be deleted. Provisions requiring advance notice from shareholders of shareholder director nominations or shareholder proposals will be eliminated. Finally, provisions relating to the mechanics of shareholders' meetings, such as the appointment of an inspector of elections, inspection of shareholder lists and opening and closing of polls will be deleted. 34 *See* Section 3(a)(27) of the Exchange Act, 15 U.S.C. 78c(a)(27). As under the current NYSE Group Certificate of Incorporation and current NYSE Group Bylaws, under the proposed NYSE Group Certificate of Incorporation and proposed NYSE Group Bylaws, if NYSE Group decides to change the proposed NYSE Group Certificate of Incorporation or proposed NYSE Group Bylaws, NYSE Group must submit such change to the board of directors of the Exchange, NYSE Market, NYSE Regulation, NYSE Arca, and NYSE Arca Equities, and if any or all of such board of directors shall determine that such amendment or repeal is required by law or regulation to be filed with or filed with and approved by the Commission pursuant to Section 19 of the Exchange Act and the rules thereunder, such change shall not be effective until filed with or filed with and approved by the Commission, as applicable. *See* current NYSE Group Certificate of Incorporation, Article XIII, current NYSE Group Bylaws, Article VIII, Section 7.9(b), proposed NYSE Group Certificate of Incorporation, Article XII, and proposed NYSE Group Bylaws, Article VII, Section 7.9(b). The Exchange has proposed to change the voting and ownership limitations of NYSE Group to include a statement that such limitations will not be applicable so long as NYSE Euronext and the Trust collectively own all of the capital stock of NYSE Group. Instead, while NYSE Group is a wholly owned subsidiary of NYSE Euronext, or as provided for in the Trust Agreement, there shall be no transfer of the shares of NYSE Group held by NYSE Euronext without the approval of the Commission. 35 If NYSE Group ceases to be wholly owned by NYSE Euronext or the Trust, the current voting and ownership limitations will apply. 36 35 *See* proposed NYSE Group Certificate of Incorporation, Article IV, Section 4(a). 36 *See* proposed NYSE Group Certificate of Incorporation, Article IV, Section 4(b). The Exchange also proposed to eliminate transfer restrictions on the common stock of NYSE Group issued to persons in connection with the merger of New York Stock Exchange, Inc. and Archipelago that exist in the current NYSE Group Certificate of Incorporation, as unnecessary, since upon the consummation of the Combination, all common stock will be wholly owned by NYSE Euronext. In addition, pursuant to the proposed NYSE Operating Agreement, except as otherwise provided for in the Trust Agreement, NYSE Group may not transfer or assign its interest in the Exchange, in whole or part, to any person or entity, unless such transfer or assignment is filed with and approved by the Commission under Section 19 of the Exchange Act. 37 37 *See* proposed NYSE Operating Agreement, Article III, Section 3.03. The Commission finds the changes to the ownership and voting restrictions in the proposed NYSE Group Certificate of Incorporation and the change in control provisions in the proposed NYSE Operating Agreement are consistent with the Exchange Act. These requirements should minimize the potential that a person could improperly interfere with or restrict the ability of the Commission, the Exchange, or its subsidiaries to effectively carry out their regulatory oversight responsibilities under the Exchange Act. In addition, to allow NYSE Euronext to wholly own and vote all of NYSE Group stock upon consummation of the Combination, NYSE Euronext delivered a written notice to the board of directors of NYSE Group pursuant to the procedures set forth in the current NYSE Group Certificate of Incorporation requesting approval of its ownership and voting of NYSE Group stock in excess of the NYSE Group ownership limitation and NYSE Group voting limitation. 38 The board of directors of NYSE Group must resolve to expressly permit ownership or voting in excess of the NYSE Group ownership limitation and NYSE Group voting limitation. Such resolution of the NYSE Group board of directors must be filed with and approved by the Commission under Section 19(b) of the Exchange Act, and become effective thereunder. Further, the board of directors may not approve any voting or ownership in excess of the limitations unless it determines that such ownership or exercise of voting rights will not impair the ability of the Exchange, NYSE Market, NYSE Regulation, NYSE Arca LLC, NYSE Arca, or NYSE Arca Equities to discharge their respective responsibilities under the Exchange Act and the rules and regulations thereunder and is otherwise in the best interests of NYSE Group, its stockholders, and the U.S. Regulated Subsidiaries, and will not impair the Commission's ability to enforce the Exchange Act. 39 For so long as NYSE Group directly or indirectly controls the Exchange or NYSE Market, the NYSE Group board of directors cannot waive the voting and ownership limits above the 20% threshold if such person or its related persons is a “member” or “member organization” of the Exchange (as defined in Exchange Rules). 40 In addition, for so long as NYSE Group directly or indirectly controls NYSE Arca, NYSE Arca Equities, or any facility of NYSE Arca, the NYSE Group board of directors cannot waive the voting and ownership limits above the 20% threshold if such person or its related persons is an ETP Holder of NYSE Arca Equities, or an OTP Holder or an OTP Firm of NYSE Arca. 41 Further, the NYSE Group board of directors cannot waive the voting and ownership limits above the 20% threshold if such person or its related persons is a U.S. Disqualified Person. 38 Prior to permitting any person to exceed the ownership limitation and voting limitation, such person must deliver notice of such person's intention to own or vote shares in excess of the ownership limitation or voting limitation to the NYSE Group board of directors. *See* current NYSE Group Certificate of Incorporation, Article V, Sections 1(A) and 2(B). 39 *See* current NYSE Group Certificate of Incorporation, Article V, Section 1(A)(x). 40 *See* current NYSE Group Certificate of Incorporation, Article V, Section 1(A)(y). 41 *Id.* The notice from NYSE Euronext included representations of NYSE Euronext that neither it, nor any of its related persons, are:
(1)ETP Holders of NYSE Arca Equities, OTP Holders or OTP Firms of NYSE Arca:
(2)members or member organizations of the Exchange; or
(3)subject to any statutory disqualification (as defined in Section 3(a)(39) of the Exchange Act). The NYSE Group board of directors adopted a resolution approving NYSE Euronext's request that it be permitted, either alone or with its related persons, to exceed the NYSE Group ownership limitation and the NYSE Group voting limitation. 42 The Exchange proposed that NYSE Euronext wholly own and vote all of the outstanding common stock of NYSE Group upon the consummation of the Combination. 43 42 Such resolutions of the NYSE Group board of directors were filed as part of the proposed rule change. *See* Exhibit K to the Notice, which exhibit is available on the Commission's Web site ( *http://www.sec.gov/rules/sro.shtml* ), at the Commission's Public Reference Room, at the NYSE, and on the NYSE's Web site ( *http://www.nyse.com* ). 43 *See* Amendment No. 1, *supra* note 6. The Commission believes it is consistent with the Exchange Act to allow NYSE Euronext to wholly own and vote all of the outstanding common stock of NYSE Group. The Commission notes that NYSE Euronext and the Exchange represents that neither NYSE Euronext nor any of its related persons is subject to any statutory disqualification (as defined in Section 3(a)(39) of the Exchange Act), or is an ETP Holder of NYSE Arca Equities, OTP Holder or OTP Firm of NYSE Arca or member or member organization of the Exchange. Moreover, NYSE Euronext has comparable voting and ownership limitations to NYSE Group. 44 NYSE Euronext has also included in its corporate documents certain provisions designed to maintain the independence of the U.S. Regulated Subsidiaries' self-regulatory functions from NYSE Euronext and NYSE Group. 45 Accordingly, the Commission believes that the acquisition of ownership and exercise of voting rights of NYSE Group common stock by NYSE Euronext will not impair the ability of the Commission or any of the U.S. Regulated Subsidiaries to discharge their respective responsibilities under the Exchange Act. 44 *See supra* notes 24-32 and accompanying text. 45 *See infra* notes 65-85 and accompanying text. 3. The Exchange, NYSE Market and NYSE Regulation Following the Combination, the Exchange, which is registered as a national securities exchange and is an SRO, will remain a wholly owned subsidiary of NYSE Group. 46 NYSE Market will remain a wholly owned subsidiary of the Exchange and conduct the Exchange's business. The Combination will have no effect on the ability of any party to trade securities on the NYSE Market. NYSE Regulation will remain a wholly owned subsidiary of the Exchange, and will continue to perform the regulatory responsibilities for the Exchange pursuant to a delegation agreement with the Exchange and many of the regulatory functions of NYSE Arca pursuant to a regulatory services agreement with NYSE Arca. 46 The Exchange proposes to amend various rules to delete all references to “NYSE Group, Inc.” or “NYSE Group” in the Exchange Rules and replace those references with “NYSE Euronext,” which will be the indirect parent company of the Exchange following the Combination. Currently, directors of NYSE Group serve on the boards of the Exchange, NYSE Market, and NYSE Regulation, and the organizational documents of these entities refer to the independence requirements of NYSE Group. The Exchange has proposed to amend the organizational documents of the Exchange, NYSE Market, and NYSE Regulation to replace all references to NYSE Group with NYSE Euronext. Thus, a majority of the directors of each of the Exchange and NYSE Market must be U.S. Persons who are directors of NYSE Euronext that satisfy the independence requirements of the board of directors of NYSE Euronext. In addition, the Exchange's non-affiliated directors 47 must qualify as independent under the Independence Policy. All of the directors of NYSE Regulation (other than the chief executive officer of NYSE Regulation) must satisfy the independence requirements of the board of directors of NYSE Euronext. For this reason, the independence requirements of the board of directors of NYSE Euronext are relevant to the Commission's consideration of whether the boards of directors of the Exchange, NYSE Market, and NYSE Regulation are consistent with the Exchange Act. 47 The Exchange's non-affiliated directors are persons who are not members of the board of directors of NYSE Euronext, but qualify as independent under the independence policy of the board of directors of NYSE Euronext. *See* proposed NYSE Operating Agreement, Article II, Section 2.03. Under the Independence Policy, the NYSE Euronext board of directors must make a determination that each director, other than the chief executive officer and deputy chief executive officer of NYSE Euronext, does not have any material relationships with NYSE Euronext and its subsidiaries. 48 In addition, the Independence Policy requires each member of the NYSE Euronext board of directors, other than the chief executive officer and deputy chief executive officer of NYSE Euronext, to be independent from:
(1)NYSE Euronext and its subsidiaries (including NYSE Group, Euronext and their respective subsidiaries);
(2)any member or member organization of the Exchange, NYSE Arca, or NYSE Arca Equities; 49
(3)any non-member broker-dealer that is registered under the Exchange Act and engages in business involving substantial direct contact with securities customers; and
(4)any issuer of securities listed on the Exchange or NYSE Arca, unless such issuer is a “foreign private issuer” as defined under Rule 3b-4 promulgated under the Exchange Act. 50 48 The Commission also notes that as a company listed on the Exchange, NYSE Euronext's board of directors must also meet the independence requirements applicable to a listed company's board of directors, as contained in Section 303A of the Exchange's Listed Company Manual. 49 This will include members, allied members (each as defined in the Exchange Rules) and allied persons (as defined in the NYSE Arca and NYSE Arca Equities Rules), member organizations of the Exchange, OTP Firms and OTP Holders of NYSE Arca (each as defined in the Exchange Rules and the rules of NYSE Arca, respectively, as may be in effect from time to time) and ETP Holders of NYSE Arca Equities (as defined in the rules of NYSE Arca Equities, as may be in effect from time to time). 50 17 CFR 240.3b-4. The Exchange also has proposed that there be a transition period so that the Independence Policy will not apply to the European Persons on the NYSE Euronext board of directors until the annual meeting of NYSE Euronext stockholders in 2008. In contrast to the current independence policy of NYSE Group, the Independence Policy will not provide that a person fails to be independent:
(1)If he or she is an executive officer of a foreign private issuer of securities listed on the Exchange or NYSE Arca;
(2)is a director of an affiliate of a member organization of the Exchange, NYSE Arca, or NYSE Arca Equities; 51 or
(3)is a European Person on the board of directors of NYSE Euronext prior to the annual meeting of NYSE Euronext stockholders in 2008. However, the Independence Policy states an executive officer of an issuer whose securities are listed on the Exchange or NYSE Arca (regardless of whether such issuer is a foreign private issuer) and a director of an affiliate of a member organization of the Exchange, NYSE Arca, or NYSE Arca Equities cannot qualify as an independent director of the Exchange, NYSE Market, or NYSE Regulation. In addition, a European Person on the NYSE Euronext board of directors who would not satisfy the independence requirements in the Independence Policy, but for the transition period, cannot qualify as an independent director of the Exchange, NYSE Market, or NYSE Regulation. The prohibition on these persons serving as independent directors of the Exchange, NYSE Market, and NYSE Regulation should help assure that the boards of directors of the Exchange, NYSE Market, and NYSE Regulation are controlled by persons not subject to potential conflicts of interest, and thereby further the goals of Section 6(b)(1) of the Exchange Act. 52 51 NYSE further proposes to amend Exchange Rule 2B to clarify that, if a director of an affiliate of a member organization serves as a director of NYSE Euronext, this fact shall not cause such member organization to be an affiliate of the Exchange, or an affiliate of an affiliate of the Exchange. The Commission finds that the Exchange Rule 2B as proposed to be changed, is consistent with the Exchange Act. 52 15 U.S.C. 78f(b)(1). One commenter 53 expressed concerns that the Independence Policy reflected a weaker independence standard than the current independence policy of NYSE Group. The commenter notes the transition period for European Persons on the NYSE Euronext board of directors as an example of such weakening, among other things. Further, the commenter asserts that the changes will impact the board of directors of NYSE Regulation. In its response to the comments, the Exchange notes that the Independence Policy specifically prohibits:
(1)An executive officer of an issuer whose securities are listed on the Exchange or NYSE Arca (regardless of whether such issuer is a foreign private issuer);
(2)a European Person on the NYSE Euronext board of directors who would not satisfy the independence requirements in the independence policy but for the transition period; or
(3)any director of an affiliate of a member organization from qualifying as an independent director of the Exchange, NYSE Market, or NYSE Regulation. 54 The Exchange also notes that the modifications to the current independence policy of NYSE Group relate only to categorical prohibitions; the NYSE Euronext board of directors will still be required to determine that such persons do not have any material relationship with NYSE Euronext and its subsidiaries in order for them to qualify as independent directors. 55 Further, the Exchange notes that the Independence Policy does not change the independence requirements for NYSE Regulation directors. 56 The Exchange also notes that the Independence Policy was drafted to ensure that it still adequately ensures the independence of the directors of a company controlling U.S. securities exchanges. The Commission believes that the Independence Policy maintains a level of independence that should help to minimize conflicts of interest at the Exchange, NYSE Market, and NYSE Regulation. The Commission finds that these proposals, taken together, are consistent with the Exchange Act, particularly with Section 6(b)(1), 57 which requires an exchange to be so organized and have the capacity to carry out the purposes of the Exchange Act. 53 *See* Brown Letter, *supra* note 4. 54 *See* NYSE Response to Comments, *supra* note 5. 55 *Id* . 56 *Id* . 57 15 U.S.C. 78f(b)(1). The organizational documents of the Exchange, NYSE Market, and NYSE Regulation will be modified to require that a majority of the directors of the boards of each of the Exchange, NYSE Market, and NYSE Regulation be U.S. Persons and any vacancies on such boards created by the departure of a U.S. Person must be filled with a U.S. Person. Additionally, the organizational documents of the Exchange, NYSE Market and NYSE Regulation 58 will be amended to state that any person not meeting the board qualifications of the relevant organizational documents will not be qualified to serve, and therefore will not be eligible to serve, as a director. 59 The Nominating and Governance Committee of NYSE Euronext will be responsible for nominating the candidates to the boards of directors of the Exchange and NYSE Market, and for determining the eligibility of such candidates to serve on such boards (including whether such person qualifies as independent under the Independence Policy, and whether such person is not a U.S. Disqualified Person). The Commission finds that these proposals, taken together, are consistent with the Exchange Act, particularly Section 6(b)(1), 60 which requires an exchange to be so organized and have the capacity to carry out the purposes of the Exchange Act. 58 *See supra* note 11 and related text. 59 *See* proposed NYSE Operating Agreement, Article II, Section 2.03, and proposed NYSE Market Bylaws, Article III, Section 1. 60 15 U.S.C. 78f(b)(1). Immediately following the consummation of the Combination, none of the directors of the Exchange, NYSE Market or NYSE Regulation who will serve on such boards will have been elected or appointed by the Nominating and Governance Committee of NYSE Euronext as prescribed in the proposed governing documents of the Exchange, NYSE Market, and NYSE Regulation. However, the Exchange represented that the board members of the Exchange, NYSE Market, and NYSE Regulation immediately preceding the consummation of the Combination—including the directors selected to meet the fair representation requirements of the Exchange Act 61 (“fair representation” directors or candidates)—will be qualified to serve on, and will remain on, the boards of each of the Exchange, NYSE Market, and NYSE Regulation, respectively, following the consummation of the Combination. In light of these circumstances, the Commission believes that the composition of the boards of directors of the Exchange, NYSE Market, and NYSE Regulation is consistent with the Exchange Act. 61 *See* proposed NYSE Operating Agreement, Article II, Section 2.03, proposed NYSE Market Bylaws, Article III, Section 1, and proposed NYSE Regulation Bylaws, Article III, Section 1. The NYSE Market Bylaws will be amended to delete the requirement that the chief executive officer of NYSE Group be the chief executive officer of NYSE Market, and to require instead that the chief executive officer of NYSE Market be a U.S. Person. The amended organizational documents of the Exchange, NYSE Market, and NYSE Regulation will change the time period for member organizations to vote for “fair representation” candidates to 20 calendar days. Currently, if the number of “fair representation” candidates nominated for election to the boards of directors of each of the Exchange, NYSE Market and NYSE Regulation exceeds the number of available “fair representation” positions on such boards, member organizations of the Exchange have 20 business days to submit their votes for the “fair representation” candidates. 62 The Commission believes that the proposed amendment is consistent with Section 6(b)(3) of the Exchange Act, 63 which requires that the rules of an exchange assure fair representation of its members in the selection of its directors and administration of its affairs. Reducing the period for submission of votes from 20 business days to 20 calendar days should still afford members adequate time to consider and submit their votes. The Commission finds that these proposals, taken together, are consistent with the Exchange Act, particularly with Section 6(b)(1), 64 which requires an exchange to be so organized and have the capacity to carry out the purposes of the Exchange Act. 62 The Commission notes that other than the changes specified in this Section IIA3, the Exchange is not proposing to change any of the provisions relating to
(i)assure the fair representation of the members of the Exchange in the selection of its directors and administration of its affairs or
(ii)one or more directors of the exchange being representative of issuers and investors and not being associated with a member of the exchange or with a broker dealer, each as required under Section 6(b)(3) of the Exchange Act. 15 U.S.C. 78f(b)(3). 63 15 U.S.C. 78f(b)(3). 64 15 U.S.C. 78f(b)(1). B. Relationship of NYSE Euronext, NYSE Group, and the U.S. Regulated Subsidiaries; Jurisdiction over NYSE Euronext Although NYSE Euronext itself will not carry out regulatory functions, its activities with respect to the operation of any of the U.S. Regulated Subsidiaries must be consistent with, and not interfere with, the U.S. Regulated Subsidiaries' self-regulatory obligations. The proposed NYSE Euronext corporate documents include certain provisions that are designed to maintain the independence of the U.S. Regulated Subsidiaries' self-regulatory functions from NYSE Euronext and NYSE Group, enable the U.S. Regulated Subsidiaries to operate in a manner that complies with the U.S. federal securities laws, including the objectives and requirements of Sections 6(b) and 19(g) of the Exchange Act, 65 and facilitate the ability of the U.S. Regulated Subsidiaries and the Commission to fulfill their regulatory and oversight obligations under the Exchange Act. 66 65 15 U.S.C. 78f(b) and 15 U.S.C. 78s(g). 66 *See* proposed NYSE Euronext Certificate of Incorporation, Article XIII, and proposed NYSE Euronext Bylaws, Article III, Section 3.15, Article VII, Article VIII, Article IX, and Article X, Section 10.10. For example, under the proposed NYSE Euronext Bylaws, NYSE Euronext shall comply with the U.S. federal securities laws, the European Exchange Regulations, and the respective rules and regulations thereunder; shall cooperate with the Commission, the European Regulators, and the U.S. Regulated Subsidiaries. 67 Also, each director, officer, and employee of NYSE Euronext, in discharging his or her responsibilities shall comply with the U.S. federal securities laws and the rules and regulations thereunder, cooperate with the Commission, and cooperate with the U.S. Regulated Subsidiaries. 68 In addition, in discharging his or her responsibilities as a member of the board, each director of NYSE Euronext must, to the fullest extent permitted by applicable law, take into consideration the effect that NYSE Euronext's actions would have on the ability of the U.S. Regulated Subsidiaries to carry out their responsibilities under the Exchange Act, on the ability of the European Market Subsidiaries to carry out their responsibilities under the European Exchange Regulations as operators of European Regulated Markets, and on the ability of NYSE Group and NYSE Euronext to carry out their responsibilities under the Exchange Act. 69 NYSE Euronext, its directors, officers and employees shall give due regard to the preservation of the independence of the self-regulatory function of the U.S. Regulated Subsidiaries (to the extent of each U.S. Regulated Subsidiary's self-regulatory function) and the European Market Subsidiaries (to the extent of each European Market Subsidiaries' self-regulatory function). 70 Further, NYSE Euronext agrees to keep confidential, to the fullest extent permitted by applicable law, all confidential information pertaining to:
(1)The self-regulatory function of the Exchange, NYSE Market, NYSE Regulation, NYSE Arca and NYSE Arca Equities (including but not limited to disciplinary matters, trading data, trading practices and audit information) contained in the books and records of any of the U.S. Regulated Subsidiaries; and
(2)the self-regulatory function of the European Market Subsidiaries under the European Exchange Regulations as operator of a European Regulated Market (including but not limited to disciplinary matters, trading data, trading practices and audit information) contained in the books and records of the European Market Subsidiaries, and not use such information for any commercial 71 purposes. 72 67 *See* proposed NYSE Euronext Bylaws, Article IX, Sections 9.1 and 9.2. 68 *See* proposed NYSE Euronext Bylaws, Article III, Section 3.15. 69 *See* proposed NYSE Euronext Bylaws, Article III, Section 3.15. 70 *See* proposed NYSE Euronext Bylaws, Article IX, Sections 9.4 and 9.5. 71 The Commission believes that any non-regulatory use of such information would be for a commercial purpose. 72 *See* proposed NYSE Euronext Bylaws, Article VIII, Section 8.1. In addition, NYSE Euronext's books and records shall be subject at all times to inspection and copying by the Commission, the European Regulators, any U.S. Regulated Subsidiary (provided that such books and records are related to the operation or administration of such U.S. Regulated Subsidiary or any other U.S. Regulated Subsidiary over which such U.S. Regulated Subsidiary has regulatory authority or oversight) and any European Market Subsidiary (provided that such books and records are related to the operation or administration of such European Market Subsidiary or any European Regulated Market over which such European Market Subsidiary has regulatory authority or oversight). 73 NYSE Euronext's books and records related to U.S. Regulated Subsidiaries shall be maintained within the United States, and NYSE Euronext's books and records related to European Market Subsidiaries shall be maintained in the home jurisdiction of one or more of the European Market Subsidiaries. 74 To the extent that any of NYSE Euronext's books and records relate to both the U.S. Regulated Subsidiaries and the European Market Subsidiaries (each such book and record, an “Overlapping Record”), NYSE Euronext shall be entitled to maintain such books and records in either the United States or the home jurisdiction of one or more of the European Market Subsidiaries. 75 To facilitate compliance with the requirements of Rule 17a-1(b) under the Exchange Act, NYSE Euronext shall maintain in the United States originals or copies of Overlapping Records covered by Rule 17a-1(b) promptly after creation of such Overlapping Records. The Commission notes that NYSE Euronext is liable for any books and records it is required to produce for inspection and copying by the Commission that are created outside the United States and where the law of a foreign jurisdiction prohibits NYSE Euronext from providing such books and records to the Commission for inspection and copying. 73 *See* proposed NYSE Euronext Bylaws, Article VIII, Section 8.3. 74 *See* proposed NYSE Euronext Bylaws, Article VIII, Sections 8.4 and 8.5. 75 *See* proposed NYSE Euronext Bylaws, Article VIII, Section 8.6. In addition, for so long as NYSE Euronext directly or indirectly controls any U.S. Regulated Subsidiary, the books, records, premises, officers, directors, and employees of NYSE Euronext shall be deemed to be the books, records, premises, officers, directors, and employees of the U.S. Regulated Subsidiaries for purposes of and subject to oversight pursuant to the Exchange Act, and for so long as NYSE Euronext directly or indirectly controls any European Market Subsidiary, the books, records, premises, officers, directors, and employees of NYSE Euronext shall be deemed to be the books, records, premises, officers, directors, and employees of such European Market Subsidiaries for purposes of and subject to oversight pursuant to the European Exchange Regulations. 76 76 *See* proposed NYSE Euronext Bylaws, Article VIII, Sections 8.4 and 8.5. NYSE Euronext, its directors and officers, and those of its employees whose principal place of business and residence is outside of the United States irrevocably submit to the jurisdiction of the U.S. federal courts and the Commission with respect to activities relating to the U.S. Regulated Subsidiaries, and to the jurisdiction of the European Regulators and European courts with respect to activities relating to the European Market Subsidiaries. 77 77 *See* proposed NYSE Euronext Bylaws, Article VII, Sections 7.1 and 7.2. Each of NYSE Euronext, NYSE Group, the Exchange and NYSE Market acknowledges that it is responsible for referring possible rule violations to NYSE Regulation. In addition, there will be an explicit agreement among NYSE Euronext, NYSE Group, the Exchange, NYSE Market and NYSE Regulation to provide adequate funding for NYSE Regulation, as is currently the case among the NYSE Group entities. Finally, the proposed NYSE Euronext Certificate of Incorporation and proposed NYSE Euronext Bylaws require that, for so long as NYSE Euronext controls, directly or indirectly, any of the U.S. Regulated Subsidiaries, any changes to the proposed NYSE Euronext Certificate of Incorporation and proposed NYSE Euronext Bylaws be submitted to the board of directors of the Exchange, NYSE Market, NYSE Regulation, NYSE Arca, and NYSE Arca Equities, and if any such boards of directors determines that such amendment is required to be filed with or filed with and approved by the Commission pursuant to Section 19 of the Exchange Act 78 and the rules thereunder, such change shall not be effective until filed with or filed with and approved by, the Commission. 79 78 15 U.S.C. 78s. 79 *See* proposed NYSE Group Certificate of Incorporation, Article XII and proposed NYSE Group Bylaws, Article VII, Section 7.9. The Commission finds that these provisions are consistent with the Exchange Act, and that they are intended to assist the Exchange in fulfilling its self-regulatory obligations and in administering and complying with the requirements of the Exchange Act. With respect to the maintenance of books and records of NYSE Euronext, the Commission notes that while NYSE Euronext has the discretion to maintain Overlapping Records in either the United States or the home jurisdiction of one or more of the European Market Subsidiaries, NYSE Euronext has represented to the Commission that it will maintain in the United States originals or copies of Overlapping Records covered by Rule 17a-1(b) under the Exchange Act 80 promptly after creation of such Overlapping Records. The Commission believes that such actions by NYSE Euronext with respect to its books and records are necessary to ensure that the U.S. Regulated Subsidiaries comply with the requirements of Section 17 of the Exchange Act 81 and Rule 17a-1(b) thereunder. 82 80 17 CFR 240.17a-1(b). 81 15 U.S.C. 78q. 82 17 CFR 240.17a-1(b). Under Section 20(a) of the Exchange Act, 83 any person with a controlling interest in the Exchange or NYSE Arca shall be jointly and severally liable with and to the same extent that the Exchange and NYSE Arca are liable under any provision of the Exchange Act, unless the controlling person acted in good faith and did not directly or indirectly induce the act or acts constituting the violation or cause of action. In addition, Section 20(e) of the Exchange Act 84 creates aiding and abetting liability for any person who knowingly provides substantial assistance to another person in violation of any provision of the Exchange Act or rule thereunder. Further, Section 21C of the Exchange Act 85 authorizes the Commission to enter a cease-and-desist order against any person who has been “a cause of” a violation of any provision of the Exchange Act through an act or omission that the person knew or should have known would contribute to the violation. These provisions are applicable to NYSE Euronext's and NYSE Group's dealings with the U.S. Regulated Subsidiaries. 83 15 U.S.C. 78t(a). 84 15 U.S.C. 78t(e). 85 15 U.S.C. 78u-3. C. Trust NYSE Euronext will operate several regulated entities located in the United States and in various jurisdictions in Europe. As described in the Notice, in connection with obtaining regulatory approval of the Combination, NYSE Euronext proposed to implement two standby structures, one involving a Delaware trust and one involving a Dutch foundation (“Dutch Foundation”). Pursuant to the terms of the Trust Agreement, 86 the Delaware trust (“Trust”) will be empowered to take actions to mitigate the effects of any material adverse change in European law that has an “extraterritorial” impact on the non-European issuers listed on NYSE Group securities exchanges, non-European financial services firms that are members of any NYSE Group securities exchange, or any NYSE Group securities exchange. 87 86 *See* proposed Trust Agreement, by and among NYSE Euronext, NYSE Group, the Delaware trustee, and the trustees, attached as Exhibit 5M to Amendment No. 1 (“Trust Agreement”). 87 The Dutch Foundation will be empowered to take actions intended to mitigate the effects of any material adverse change in U.S. law that has an “extraterritorial” impact on non-U.S. issuers listed on Euronext markets, non-U.S. financial services firms that are members of Euronext markets or holders of exchange licenses with respect to the Euronext markets. The Exchange described the proposed Dutch Foundation in the Notice, *supra* note 3. Upon the occurrence of a material adverse change of law 88 that continues after the cure periods described below, the Trust may exercise certain remedies that result in a total or partial loss by NYSE Euronext of operating control over some of its securities exchanges. The Trust may require that NYSE Euronext transfer control over a substantial portion of its business and assets to the direction of the Trust. As a result, control of NYSE Group or any NYSE Group securities exchange may be assumed by the Trust. As discussed above, Section 19(b) of the Exchange Act and Rule 19b-4 thereunder require an SRO to file a proposed rule change with the Commission. Although the Trust is not an SRO, certain provisions of the Trust Agreement are rules of an exchange 89 if they are stated policies, practice, or interpretations, as defined in Rule 19b-4 under the Exchange Act, 90 of the exchange, and must be filed with the Commission pursuant to Section 19(b)(4) of the Exchange Act 91 and Rule 19b-4 thereunder. Accordingly, the Exchange has filed the Trust Agreement with the Commission. 88 What constitutes a material adverse change of law is described in the Notice, *supra* note 3, at 824-825. 89 *See* Section 3(a)(27) of the Exchange Act, 15 U.S.C. 78c(a)(27). If NYSE Euronext decides to change its Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, NYSE Euronext must submit such change to the board of directors of the Exchange, NYSE Market, NYSE Regulation, NYSE Arca, and NYSE Arca Equities, and if any or all of such board of directors shall determine that such amendment or repeal must be filed with or filed with and approved by the Commission pursuant to Section 19 of the Exchange Act and the rules thereunder, such change shall not be effective until filed with or filed with and approved by the Commission, as applicable. *See* proposed NYSE Euronext Certificate of Incorporation, Article X and proposed NYSE Euronext Bylaws, Article X, Section 10.10(C). 90 17 CFR 240.19b-4. 91 15 U.S.C. 78s(b). 1. Governance of the Trust The Trust will be administered by a board of three trustees. 92 The initial trustees of the Trust will be selected jointly by NYSE Group and Euronext prior to the Combination, with successor members to be selected by the nominating and governance committee of the NYSE Euronext board of directors. 93 92 *See* Trust Agreement, Article III, Section 3.2. 93 *See* Trust Agreement, Article III, Section 3.4. The initial term of the Trust will be ten years from the date of the consummation of the Combination, renewable for successive one-year terms; provided, however, that any extension that would cause the term of the Trust to continue past the 20th anniversary of the date of the consummation of the Combination shall require the prior written consent of NYSE Euronext. *See* Trust Agreement, Article II, Section 2.5. Pursuant to the Trust Agreement, actions of the Trust will require majority approval of the members of the board of trustees, following reasonable consultation and good-faith cooperation with NYSE Euronext. 94 In determining whether a material adverse change of law has occurred and the exercise of the remedies, and in exercising its rights and powers during the pendency of a material adverse change of law, the duty of the Trust and its trustees shall be to act in the public interests of the markets operated by NYSE Group and its subsidiaries if and only to the extent necessary to avoid or eliminate the impact or effect of a material adverse change of law. In all other circumstances, the duty of the Trust and its trustees shall be to act in the best interests of NYSE Euronext. 95 In addition, the Trust and trustees shall comply with the U.S. federal securities laws and the rules and regulations thereunder and shall cooperate (and take reasonable steps necessary to cause its agents to cooperate) with the Commission and the U.S. Regulated Subsidiaries pursuant to and to the extent of their respective regulatory authority. 96 94 *See* Trust Agreement, Article III, Sections 3.5 and 3.6. 95 *See* Trust Agreement, Article II, Section 2.3 and Article III, Section 3.6. 96 *See* Trust Agreement, Article V, Sections 5.2 and 5.3. Under the Trust Agreement, if a material adverse change in law occurs with respect to a NYSE Group securities exchange (an “affected subsidiary”) and shall continue after the cure periods specified below, the board of trustees of the Trust may exercise several remedies following prior notice to, and, if required under then applicable laws, prior approval by, the Commission. After a cure period of six months, the board of trustees of the Trust may deliver confidential or public and non-binding or binding advice to NYSE Group and NYSE Euronext with respect to the affected subsidiary relating to decisions regarding:
(1)Changes to the rules of an affected subsidiary;
(2)decisions to enter into (or not enter into) or alter the terms of listing agreements of an affected subsidiary;
(3)decisions to enter into (or not enter into) or alter the terms of contractual arrangements with any non-European financial services firms in relation to an affected subsidiary;
(4)changes in information and communications technologies for an affected subsidiary; and
(5)changes in clearing and settlement for an affected subsidiary ((1) through (5), together the “Assumed Matters”). 97 97 *See* Trust Agreement, Article IV, Section 4.1. After a cure period of six months, the board of trustees of the Trust may assume management responsibilities of NYSE Group or its affected subsidiary with respect to some or all of the Assumed Matters. The board of trustees of the Trust may exercise a call option over priority shares issued by NYSE Group or its affected subsidiary, which priority shares will carry no or a limited economic right or interest and the right to vote on, make proposals with respect to and impose consent requirements to approve actions in relation to, the Assumed Matters. 98 98 *See* Trust Agreement, Article IV, Section 4.1. After a cure period of nine months, the board of trustees of the Trust may exercise a call option over the common stock or voting securities of NYSE Group or its affected subsidiary, in each case, with such common stock, ordinary shares or voting securities being the minimum number necessary, in the reasonable opinion of the trustees of the Trust, to cause all affected subsidiaries to cease to be subject to a material adverse change of law. 99 99 *Id.* Furthermore, subject to any required approval by the Commission, the Trust shall be entitled to give confidential non-binding advice to NYSE Euronext at any time before the end of the above-mentioned cure period and NYSE Euronext shall be entitled, in its sole discretion, to implement any remedy at any time before the end of such cure period. 100 100 *Id.* Any of the above remedies may be imposed only if and to the extent that such remedy:
(1)Causes all affected subsidiaries to cease to be subject to a material adverse change of European law; and
(2)is the remedy available that causes the least intrusion on the conduct of the business and operations of NYSE Euronext and NYSE Group, and its subsidiaries, including the affected subsidiaries, by their respective governing bodies. 101 101 *Id.* In determining whether a remedy causes the least intrusion, negative control by the Trust shall be preferred over affirmative control by the Trust, and authority of the Trust shall be asserted over the fewest and most narrow decisions of NYSE Euronext and its subsidiaries. A remedy covering fewer entities and subsidiary entities shall be preferred over a remedy covering more entities and parent entities. The call option over the priority shares shall be viewed as a remedy of last resort among the remedies that are available after the six-month cure period, and the call option over the common stock, ordinary shares and voting securities shall be viewed as a remedy of last resort among all remedies. *See* Trust Agreement, Article IV, Section 4.1. In addition, prior to the exercise of a call option, the board of trustees of the Trust must determine that no other remedy can cause all of the affected subsidiaries to cease to be subject to a material adverse change of law; consult with the NYSE Euronext board of directors; and, in the case of a material adverse change in law with respect to a NYSE Group securities exchange, consult with the NYSE Group board of directors and the Commission to consider the solutions available to address the situation that has arisen and would trigger the right of the Trust to exercise the remedies described above, taking into account any possible adverse consequences for NYSE Euronext or NYSE Group in terms of taxation or accounting treatment. 102 102 *See* Trust Agreement, Article IV, Section 4.1. If and when any of the conditions of a material adverse change of law cease, any and all remedies shall be immediately unwound. NYSE Euronext shall have the right, at any time and regardless of whether a change of law continues to be a material adverse change of law, to request and cause the unwinding of any remedy for the purpose of and to the extent necessary to effect a divesture or spin-off of all or part of its interest in NYSE Group or NYSE Euronext, as applicable, or any subsidiary of NYSE Euronext operating an exchange that is affected by a material adverse change of law, as the case may be. 103 103 *See* Trust Agreement, Article IV, Section 4.4. 2. Relationship of the Trust, NYSE Group, and the U.S. Regulated Subsidiaries; Jurisdiction Over the Trust Although the Trust itself will not carry out regulatory functions, its activities with respect to the operation of NYSE Group and any of the U.S. Regulated Subsidiaries must be consistent with, and not interfere with, the U.S. Regulated Subsidiaries' self-regulatory obligations. The Trust Agreement includes certain provisions that are designed to maintain the independence of the U.S. Regulated Subsidiaries' self-regulatory functions from the Trust, enable the U.S. Regulated Subsidiaries to operate in a manner that complies with the U.S. federal securities laws, including the objectives and requirements of Sections 6(b) and 19(g) of the Exchange Act, and facilitate the ability of the U.S. Regulated Subsidiaries and the Commission to fulfill their regulatory and oversight obligations under the Exchange Act. 104 104 *See* Trust Agreement, Articles V, VI, and VIII. For example, under the Trust Agreement, the Trust shall comply with the U.S. federal securities laws and the rules and regulations thereunder, and shall cooperate with the Commission and the U.S. Regulated Subsidiaries. 105 Also, each trustee, officer, and employee of the Trust, in discharging his or her responsibilities in such capacity, shall comply with the U.S. federal securities laws and the rules and regulations thereunder, cooperate with the Commission, and cooperate with the U.S. Regulated Subsidiaries. 106 In addition, in discharging his or her responsibilities as a trustee, each trustee must, to the fullest extent permitted by applicable law, take into consideration the effect that the Trust's actions would have on the ability of the U.S. Regulated Subsidiaries, NYSE Euronext and NYSE Group to discharge their respective responsibilities under the Exchange Act. 107 The Trust, trustees, and the officers and employees of the Trust shall give due regard to the preservation of the independence of the self-regulatory function of the U.S. Regulated Subsidiaries (to the extent of each U.S. Regulated Subsidiary's self-regulatory function) and shall not take any action that would interfere with the effectuation of any decision by the board of directors or managers of the U.S. Regulated Subsidiaries relating to their regulatory responsibilities or that would interfere with the ability of the U.S. Regulated Subsidiaries to carry out their respective responsibilities under the Exchange Act. 108 The Trust, the trustees, and the officers and employees of the Trust whose principal place of business and residence is outside of the United States irrevocably submit to the jurisdiction of the U.S. federal courts and the Commission with respect to activities relating to the U.S. Regulated Subsidiaries. 109 105 *See* Trust Agreement, Article V, Section 5.3(a). 106 *See* Trust Agreement, Article V, Section 5.2(a). 107 *See* Trust Agreement, Article V, Section 5.1(a). 108 *See* Trust Agreement, Article V, Section 5.1(b). 109 *See* Trust Agreement, Article V, Section 5.4. In addition, the Trust's books and records shall be subject at all times to inspection and copying by the Commission, NYSE Euronext, NYSE Group, and any U.S. Regulated Subsidiary (provided that such books and records are related to the operation or administration of such U.S. Regulated Subsidiary or any other U.S. Regulated Subsidiary over which such U.S. Regulated Subsidiary has regulatory authority or oversight). 110 The Trust's books and records related to U.S. Regulated Subsidiaries shall be maintained within the United States. 111 110 *See* Trust Agreement, Article VI, Section 6.3. 111 *See* Trust Agreement, Article VI, Section 6.1(b). In addition, for so long as the Trust directly or indirectly controls any U.S. Regulated Subsidiary, the books, records, premises, officers, trustees, and employees of the Trust shall be deemed to be the books, records, premises, officers, trustees, and employees of the U.S. Regulated Subsidiaries for purposes of and subject to oversight pursuant to the Exchange Act. 112 Further, the Trust agrees to keep confidential, to the fullest extent permitted by applicable law, all confidential information pertaining to the self-regulatory function of the Exchange, NYSE Market, NYSE Regulation, NYSE Arca and NYSE Arca Equities (including but not limited to disciplinary matters, trading data, trading practices and audit information) contained in the books and records of any of the U.S. Regulated Subsidiaries and not use such information for any commercial 113 purposes. 114 The Commission notes that the proposed governing documents of NYSE Euronext and NYSE Group contain similar confidentiality provisions regarding information pertaining to the self-regulatory function of the Exchange, NYSE Market, NYSE Regulation, NYSE Arca, and NYSE Arca Equities. 115 The Commission believes that confidentiality provisions in the proposed NYSE Euronext Bylaws and proposed NYSE Group Certificate of Incorporation apply to any such confidential information obtained by NYSE Euronext or NYSE Group, including that which comes into their possession through the Trust. 112 *Id.* 113 The Commission believes that any non-regulatory use of such information would be for a commercial purpose. 114 *See* Trust Agreement, Article VI, Section 6.1. The Trust Agreement states that none of its provisions shall be interpreted so as to limit or impede the rights of the Commission or any of the U.S. Regulated Subsidiaries to have access to and examine such confidential information pursuant to the U.S. federal securities laws and the rules and regulations thereunder, or to limit or impede the ability of any trustees, officers, directors, employees, or agents of NYSE Euronext or the Trust to disclose such confidential information to the Commission or the U.S. Regulated Subsidiaries. *See* Trust Agreement, Article VI, Section 6.2. 115 *See* proposed NYSE Euronext Bylaws, Article VIII and proposed NYSE Group Certificate of Incorporation, Article X. The Trust Agreement provides that in no event shall the Trust sell, transfer, convey, assign, dispose, pledge (or agree to sell, transfer, convey, assign, dispose or pledge) any property of the Trust, except pursuant to the unwinding of the remedies, or in circumstances permitted by the Trust Agreement and pursuant to written instructions from NYSE Euronext approved by the board of directors of NYSE Euronext. In addition to the foregoing, any transfer, conveyance, assignment, disposition or pledge by the Trust or any trustee of any equity interest in, or all or substantially all of the assets of, the Exchange, NYSE Market, NYSE Regulation, NYSE Arca LLC, NYSE Arca, or NYSE Arca Equities (other than any such transfer or disposition to NYSE Euronext or its subsidiaries pursuant to the unwinding of remedies) shall not be effected until filed with the Commission under Section 19 of the Exchange Act. 116 116 *See* Trust Agreement, Article IV, Section 4.3. The proposed rule change also includes modifications to the organizational documents of the Exchange, NYSE Market, and NYSE Regulation so that the a transfer of the equity interests of the Exchange, NYSE Market, and NYSE Regulation pursuant to the terms of the Trust Agreement is permitted under such organizational documents. The Trust Agreement requires that it may only be amended with prior written approval of the Commission, as and to the extent required under the Exchange Act. 117 Further, for so long as NYSE Euronext or the Trust shall control, directly or indirectly, any of the U.S. Regulated Subsidiaries, before any amendment or repeal of any provision of the Trust Agreement shall be effective, such amendment or repeal must be submitted to the boards of directors of the Exchange, NYSE Market, NYSE Regulation, NYSE Arca, and NYSE Arca Equities. If any such boards of directors determines that such amendment or repeal is required to be filed with or filed with and approved by the Commission pursuant to Section 19 of the Exchange Act 118 and the rules thereunder, such change shall not be effective until filed with or filed with and approved by the Commission. 119 117 *See* Trust Agreement, Article VIII, Section 8.2. 118 15 U.S.C. 78s. 119 *See* Trust Agreement, Article VIII, Section 8.2. The Commission finds that the Trust Agreement's provisions are designed to enable the U.S. Regulated Subsidiaries to operate in a manner that complies with the federal securities laws, including the objectives and requirements of Sections 6(b) and 19(g) of the Exchange Act, 120 facilitate the ability of the U.S. Regulated Subsidiaries and the Commission to fulfill their regulatory and oversight obligations under the Exchange Act, 121 and are consistent with the provisions other entities that directly or indirectly own or control an SRO have instituted and that have been approved by the Commission. 122 The Commission finds that the Trust's provisions are consistent with the Exchange Act, and that they are intended to assist the Exchange in fulfilling its self-regulatory obligations and in administering and complying with the requirements of the Exchange Act. 120 15 U.S.C. 78f(b) and 15 U.S.C. 78s(g). 121 *See* Trust Agreement, Articles V, VI, and VIII. 122 *See, e.g.* , NYSE Inc.-Archipelago Merger Order, *supra* note 32. Under Section 20(a) of the Exchange Act, 123 any person with a controlling interest in the Exchange or NYSE Arca shall be jointly and severally liable with and to the same extent that the Exchange and NYSE Arca are liable under any provision of the Exchange Act, unless the controlling person acted in good faith and did not directly or indirectly induce the act or acts constituting the violation or cause of action. In addition, Section 20(e) of the Exchange Act 124 creates aiding and abetting liability for any person who knowingly provides substantial assistance to another person in violation of any provision of the Exchange Act or rule thereunder. Further, Section 21C of the Exchange Act 125 authorizes the Commission to enter a cease-and-desist order against any person who has been “a cause of” a violation of any provision of the Exchange Act through an act or omission that the person knew or should have known would contribute to the violation. These provisions are applicable to the Trust and all other entities controlling the U.S. Regulated Subsidiaries. 123 15 U.S.C. 78t(a). 124 15 U.S.C. 78t(e). 125 15 U.S.C. 78u-3. D. Automatic Suspension and Repeal of Certain Provisions in the NYSE Euronext Organizational Documents Under the organizational documents of NYSE Euronext, immediately following the exercise of a call option over a substantial portion of Euronext's business (a “Euronext call option”), whereby the priority shares or ordinary shares of Euronext are transferred from NYSE Euronext to the Dutch Foundation, and for so long as the Dutch Foundation shall continue to hold any priority shares or ordinary shares of Euronext, or the voting securities of one or more of the subsidiaries of Euronext that, taken together, represent a substantial portion of Euronext's business, then certain provisions of the proposed NYSE Euronext Bylaws shall be suspended. 126 126 These include the requirement that European Persons are represented in a certain proportion on the NYSE Euronext board of directors and the nominating and governance committee of the NYSE Euronext board of directors; the requirement of supermajority board or shareholder approval for certain extraordinary transactions; the provisions granting jurisdiction to European regulators over certain actions of NYSE Euronext and the NYSE Euronext board of directors; and references to European regulators, European market subsidiaries and European disqualified persons appearing in the proposed NYSE Euronext Bylaws. In addition, if after a period of six months following the exercise of a Euronext call option, the Dutch Foundation shall continue to hold any ordinary or priority shares of Euronext or any ordinary or priority shares or similar voting securities of one or more subsidiaries of Euronext that, taken together, represent a substantial portion of Euronext's business, or if at any time, NYSE Euronext no longer holds a direct or indirect controlling interest in Euronext or in one or more subsidiaries of Euronext that, taken together, represent a substantial portion of Euronext's business, then certain provisions of the proposed NYSE Euronext Bylaws and the proposed NYSE Euronext Certificate of Incorporation shall be revoked. 127 In addition, any officer or director of NYSE Euronext who is a European Person shall resign or be removed from his or her office. 127 These include the provisions of the proposed NYSE Euronext Bylaws subject to suspension; the references in the proposed NYSE Euronext Certificate of Incorporation and proposed NYSE Euronext Bylaws to European regulators, European exchange regulations, European market subsidiaries, European regulated markets, Europe and European disqualified persons; the provisions in the proposed NYSE Euronext Certificate of Incorporation and proposed NYSE Euronext Bylaws requiring that amendments to such certificate of incorporation or bylaws be submitted to the European market subsidiaries and, if applicable, filed with and approved by a European regulator; and the provisions in the proposed NYSE Euronext Bylaws requiring approval of either two-thirds or more of the NYSE Euronext directors or 80% of the votes entitled to be cast by the holders of the then-outstanding shares of capital stock of NYSE Euronext entitled to vote generally in the election of directors to amend certain bylaw provisions. The Commission finds the suspension or repeal of the above described provisions of the proposed NYSE Euronext Bylaws and the proposed NYSE Euronext Certificate of Incorporation under circumstances in which the Dutch Foundation controls a substantial portion of Euronext's business, is consistent with the Exchange Act. E. Listing of NYSE Euronext's or an Affiliate's Securities NYSE Euronext intends to list its shares of common stock for trading on the Exchange, as well as on Euronext Paris. Pursuant to the proposed amendments to NYSE Rule 497, any security of NYSE Euronext and its affiliates shall not be approved for listing on the Exchange unless NYSE Regulation determines that such securities satisfy the Exchange's rules for listing, and such finding is approved by the NYSE Regulation board of directors. 128 The Commission finds that the proposed procedure for the initial listing of NYSE Euronext common stock is consistent with the Exchange Act. 128 The Exchange proposes to delete Exchange Rule 497T (Transition Rules for the First Listed Security Issued by NYSE Group, Inc.), which is now obsolete. NYSE Regulation will be responsible for all Exchange listing-compliance decisions with respect to NYSE Euronext as an issuer. As in the case of NYSE Group under current Exchange Rule 497, NYSE Regulation will prepare a quarterly report summarizing its monitoring of NYSE Euronext common stock's compliance with such listing standards and its monitoring of trading in such securities. This report will be provided to the NYSE board of directors and to the Commission. Any notification of lack of compliance with any applicable listing standard from NYSE Regulation to NYSE Euronext or an affiliate, and any corresponding plan of compliance, must be reported to the Commission. Once a year, an independent accounting firm will review NYSE Euronext's or any affiliated issuer's compliance with the Exchange's listing standards and a copy of this report will be forwarded to the Commission. The Commission believes that the procedures for monitoring of the listing of and trading of NYSE Euronext's or an affiliate's securities are consistent with the Act. F. Options Trading Rights The Commission received a comment letter 129 on the proposed rule change regarding certain Option Trading Rights (“OTRs”) that were separated from full New York Stock Exchange, Inc. 130 seats (“Separated OTRs”). All New York Stock Exchange seat ownership (with or without OTRs) was extinguished in the 2006 demutualization of New York Stock Exchange, Inc. 131 Although the commenter supports the Combination, it contends that the owners of Separated OTRs retained their Separated OTRs, even after the New York Stock Exchange, Inc. exited the options business in 1997, with the expectation that their ownership of the Separated OTRs would afford them full rights to trade options under the auspices of New York Stock Exchange, Inc. or its successor entity. The commenter contends that such ownership gives a right to trade options on NYSE Market and NYSE Arca, and after the Combination, Euronext. The commenter refers to its comment letters in connection with the demutualization of New York Stock Exchange, Inc. in its merger with Archipelago. 132 129 *See* OTR Investors Letter, *supra* note 4. 130 New York Stock Exchange, Inc. is the predecessor entity to NYSE. *See* NYSE Inc.—Archipelago Merger Order, *supra* note 32. 131 *See* NYSE Inc.—Archipelago Merger Order, *supra* note 32. 132 *See* NYSE Inc.—Archipelago Merger Order, *supra* note 32, at note 6. The issue of the rights of owners of Separated OTRs is not before the Commission in the context of this rule filing. Pursuant to Section 19(b)(1) of the Exchange Act, 133 an SRO (such as NYSE) is required to file with the Commission any proposed rule or any proposed change in, addition to, or deletion from the rules of such SRO. Further, pursuant to Section 19(b)(2) of the Exchange Act, 134 the Commission shall approve a proposed rule change filed by an SRO if the Commission finds that such proposed rule change is consistent with the requirements of the Exchange Act and the rules and regulations thereunder applicable to the SRO. The NYSE is not proposing in this filing a change in the trading rights on the Exchange. 133 15 U.S.C. 78s(b)(1). 134 15 U.S.C. 78s(b)(2). III. Conclusion For the foregoing reasons, the Commission finds that the proposed rule change is consistent with the Exchange Act and the rules and regulations thereunder applicable to a national securities exchange. It is therefore ordered, pursuant to Section 19(b)(2) of the Exchange Act 135 that the proposed rule change (SR-NYSE-2006-120) is approved, and Amendment No. 1 is approved on an accelerated basis. 135 *Id.* By the Commission. Nancy M. Morris, Secretary. [FR Doc. E7-2909 Filed 2-21-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55294; File No. SR-NYSEArca-2007-05] Self-Regulatory Organizations; NYSE Arca, Inc.; Order Granting Accelerated Approval of Proposed Rule Change and Notice of Filing and Order Granting Accelerated Approval to Amendment No. 1 Regarding a Proposed Combination Between NYSE Group, Inc. and Euronext N.V. February 14, 2007. I. Introduction On January 12, 2007, NYSE Arca, Inc. (“NYSE Arca” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934, as amended, (“Exchange Act”) 1 and Rule 19b-4 thereunder, 2 a proposed rule change regarding the proposed business combination (“Combination”) between NYSE Group, Inc. (“NYSE Group”) and Euronext N.V. (“Euronext”). The proposed rule change was published for comment in the **Federal Register** on January 19, 2007. 3 The Commission received no comments on the proposal. On February 13, 2007, the Exchange filed Amendment No. 1 to the proposed rule change. 4 This order grants accelerated approval to the proposed rule change, grants accelerated approval to Amendment No. 1, and solicits comments from interested persons on Amendment No. 1. 1 15 U.S.C. 78s(b)(l). 2 17 CFR 240.19b-4. 3 *See* Securities Exchange Act Release No. 55109 (January 16, 2007), 72 FR 2578 (“Notice”). 4 *See* Partial Amendment dated February 13, 2007 (“Amendment No. 1”). The text of Amendment No. 1 and Exhibits 5C, 5D, 5G, and 5H, which set forth certain governing documents as proposed to be amended, are available on the Commission's Web site ( *http://www.sec.gov/rules/sro.shtml* ), at the Commission's Public Reference Room, at the Exchange, and on the Exchange's Web site ( *http://www.nysearca.com* ). The Commission has reviewed carefully the proposed rule change and finds that the proposed rule change is consistent with the requirements of the Exchange Act and the rules and regulations thereunder applicable to a national securities exchange. 5 In particular, the Commission finds that the proposed rule change is consistent with Section 6(b) of the Exchange Act, 6 which, among other things, requires a national securities exchange to be so organized and have the capacity to be able to carry out the purposes of the Exchange Act and to enforce compliance by its members and persons associated with its members with the provisions of the Exchange Act, the rules and regulations thereunder, and the rules of the exchange, and assure the fair representation of its members in the selection of its directors and administration of its affairs, and provide that one or more directors shall be representative of issuers and investors and not be associated with a member of the exchange, broker, or dealer. Section 6(b) of the Exchange Act 7 also requires that the rules of the exchange be 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. 5 In approving the proposed rule change, the Commission has considered its impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 6 15 U.S.C. 78f(b). 7 *Id.* The Commission finds good cause for approving this proposed rule change before the thirtieth day after the publication of notice thereof in the **Federal Register** . This proposed rule change seeks to make changes to the following documents: The Amended and Restated Certificate of Incorporation of NYSE Euronext (“NYSE Euronext Certificate of Incorporation”); the Amended and Restated Bylaws of NYSE Euronext (“NYSE Euronext Bylaws”); the NYSE Euronext Director, Independence Policy (“Independence Policy”), which policy will replace the current NYSE Group Director Independence Policy; the proposed Amended and Restated Certificate of Incorporation of NYSE Group (“NYSE Group Certificate of Incorporation”); the proposed Amended and Restated Bylaws of NYSE Group (“NYSE Group Bylaws”); the resolutions of the board of directors of NYSE Group; and the proposed Trust Agreement for the Delaware Trust (“Trust Agreement”). All of the proposed changes to these documents were published for comment in connection with the proposed rule change submitted by the New York Stock Exchange LLC (“NYSE LLC”) in connection with the Combination. 8 In addition to these changes, the Exchange has proposed changes to the proposed Amended and Restated Certificate of Incorporation of Archipelago Holdings, Inc. (“Arca Holdings”) to allow for the ownership and voting of shares of Arca Holdings by the Delaware Trust (“Trust”). 9 The Commission has received no comment letters on this proposal. The Commission finds good cause to accelerate approval of this proposal to allow the timing of this approval to coincide with the approval of the corresponding filing by the NYSE LLC. 10 8 *See* Securities Exchange Act Release No. 55026 (December 29, 2006), 72 FR 814 (January 8, 2007) (“NYSE LLC Rule Filing”). 9 Similar changes have been proposed for NYSE Group. *See* proposed NYSE Group Certificate of Incorporation, Article IV, Section 4. 10 *See* Securities Exchange Act Release No. 55293 (February 14, 2007) (approval order for SR-NYSE-2006-120 (“NYSE LLC Approval Order”)). A. Accelerated Approval of Amendment No. 1 The Commission also finds good cause for approving Amendment No. 1 prior to the thirtieth day after publishing notice of Amendment No. 1 in the **Federal Register** pursuant to Section 19(b)(2) of the Exchange Act. 11 In Amendment No. 1, the Exchange made technical revisions to proposed Article VII, Section 2 of the proposed NYSE Group Certificate of Incorporation relating to quorum requirements for each meeting of stockholders. 12 These changes are necessary to clarify the proposal. The Commission finds good cause to accelerate approval of these changes prior to the thirtieth day after publication in the **Federal Register** because they clarify the Exchange's rules, which should facilitate the Exchange's compliance with its rules, and the Commission's ability to ensure compliance with such rules, and assist members and investors in understanding the application and scope of the rules. 11 15 U.S.C. 78s(b)(2). Pursuant to Section 19(b)(2) of the Exchange Act, the Commission may not approve any proposed rule change, or amendment thereto, prior to the thirtieth day after the date of publication of the notice thereof, unless the Commission finds good cause for so doing. 12 In the Notice, the Exchange mistakenly showed proposed deletions to the current quorum requirements. The Exchange is not proposing to change the quorum requirements that exist in the current NYSE Group Certificate of Incorporation. In addition, the Exchange made certain clarifying, conforming, technical, non-material, and non-substantive changes to the proposed Amended and Restated Certificate of Incorporation of Arca Holdings (“Arca Holdings Certificate of Incorporation”), the proposed NYSE Group Certificate of Incorporation, the Independence Policy, and the proposed Trust Agreement, which raise no new or novel issues. These changes are non-substantive and technical in nature and are necessary to reflect the changes from the current rules of the Exchange and clarify the proposal. The Commission finds good cause exists to accelerate approval of these changes prior to the thirtieth day after publication in the **Federal Register** because they clarify the Exchange's rules, which should facilitate the Exchange's compliance with its rules, the Commission's ability to ensure compliance with such rules, and assist members and investors in understanding the application and scope of the rules. The Commission finds that the changes proposed in Amendment No. 1 are consistent with the Exchange Act and therefore finds good cause to accelerate approval of Amendment No. 1, pursuant to Section 19(b)(2) of the Exchange Act. 13 13 15 U.S.C. 78s(b)(2). B. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning Amendment No. 1, including whether Amendment No. 1 is consistent with the Exchange Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-NYSEArca-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-NYSEArca-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 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 Amendment No. 1 of File Number SR-NYSEArca-2007-05 and should be submitted on or before March 15, 2007. II. Discussion The Exchange has submitted the proposed rule change in connection with the Combination of NYSE Group with Euronext. As a result of the Combination, the businesses of NYSE Group (including the businesses of the Exchange and NYSE LLC (a New York limited liability company, registered national securities exchange and self-regulatory organization)), and Euronext will be held under a single, publicly traded holding company named NYSE Euronext, a Delaware corporation (“NYSE Euronext”). Following the Combination, each of NYSE Group and Euronext will be a separate subsidiary of NYSE Euronext, and their respective businesses and assets will continue to be held as they are currently held (subject to any post-closing corporate reorganization of Euronext). The proposed rule change is necessary to effectuate the consummation of the Combination and will not be operative until the consummation of the Combination. A. Corporate Structure After the Combination, Arca Holdings, a Delaware corporation, will remain a wholly owned subsidiary of NYSE Group. NYSE Arca Holdings, Inc., a Delaware corporation (“NYSE Arca Holdings”), and NYSE Arca L.L.C., a Delaware limited liability company (“NYSE Arca LLC”), will remain wholly owned subsidiaries of Arca Holdings. NYSE Arca will remain a wholly owned subsidiary of NYSE Arca Holdings, and NYSE Arca Equities, Inc. (“NYSE Arca Equities”), a Delaware corporation formerly known as PCX Equities, Inc., will remain a wholly owned subsidiary of NYSE Arca. NYSE Arca will continue to maintain its status as a registered national securities exchange and self-regulatory organization. Arca Holdings' businesses and assets will continue to be held by it and its subsidiaries. NYSE LLC will remain a wholly owned subsidiary of NYSE Group. NYSE Market, Inc. (“NYSE Market”), a Delaware corporation, and NYSE Regulation, Inc. (“NYSE Regulation”), a New York Type A not-for-profit corporation, will remain wholly owned subsidiaries of NYSE LLC. 14 14 For a description of the Combination and related rule changes regarding NYSE Euronext, NYSE Group, and the Trust, see the NYSE LLC Approval Order, *supra* note 10. *See also* NYSE LLC Rule Filing, *supra* note 8. The Combination involves certain modifications to the organizational documents of NYSE Group and of NYSE Euronext, which upon consummation of the Combination will be the new indirect parent company of NYSE LLC and of the Exchange. Provisions of the organizational documents of NYSE Group and NYSE Euronext and the Trust Agreement constitute rules of NYSE LLC and of the Exchange. The resolutions of the board of directors of NYSE Group are also rules of NYSE LLC and of the Exchange requiring Commission approval. Accordingly, NYSE LLC and the Exchange have each submitted proposed rule changes to reflect the rule changes to be implemented in connection with the Combination. The Exchange represents that the Combination will also have no effect on the ability of any party to trade securities on NYSE Arca, NYSE Arca Equities, or NYSE Market. Euronext and its subsidiaries will continue to operate their business and operations in substantially the same manner as they are conducted currently, with any changes subject to the approval of the European Regulators to the extent required. 1. NYSE Euronext Following the Combination, NYSE Euronext will be a for-profit, publicly traded stock corporation and will act as a holding company for the businesses of NYSE Group and Euronext. NYSE Euronext will own all of the equity interests in NYSE Group and its subsidiaries, including the Exchange and NYSE Arca, and a majority (if not all) of the equity interests in Euronext and its respective subsidiaries. Section 19(b) of the Exchange Act and rule 19b-4 thereunder require a self-regulatory organization (“SRO”) to file proposed rule changes with the Commission. Although NYSE Euronext is not an SRO, certain provisions of the NYSE Euronext Certificate of Incorporation and NYSE Euronext Bylaws are rules of an exchange 15 if they are stated policies, practice, or interpretations, as defined in rule 19b-4 under the Exchange Act, of the exchange, and must be filed with the Commission pursuant to section 19(b)(4) of the Exchange Act and rule 19b-4 thereunder. Accordingly, the Exchange has filed the NYSE Euronext Certificate of Incorporation and NYSE Euronext Bylaws with the Commission. 15 *See* section 3(a)(27) of the Exchange Act, 15 U.S.C. 78c(a)(27). If NYSE Euronext decides to change its Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, NYSE Euronext must submit such change to the board of directors of NYSE LLC, NYSE Market, NYSE Regulation, NYSE Arca, and NYSE Arca Equities, and if any or all of such board of directors shall determine that such amendment or repeal must be filed with or filed with and approved by the Commission pursuant to section 19 of the Exchange Act and the rules thereunder, such change shall not be effective until filed with or filed with and approved by the Commission, as applicable. *See* proposed NYSE Euronext Certificate of Incorporation, Article X and proposed NYSE Euronext Bylaws, Article X, section 10.10(C). a. Board of Directors It is currently contemplated that immediately after the Combination, the NYSE Euronext board of directors will consist of twenty-two directors. 16 Each member of the NYSE Euronext board of directors (other than the chief executive officer and deputy chief executive officer of NYSE Euronext if they are members of the board of directors) must satisfy the independence requirements set forth in the Independence Policy, as amended from time to time. This Independence Policy, however, is not referenced in the organizational documents of the Exchange or NYSE Arca Equities, 17 and is therefore not relevant to the Commission's consideration of whether the boards of directors of the Exchange or NYSE Arca Equities are consistent with the Exchange Act. 16 For a detailed description of the provisions regarding the composition of, and the selection process for, the NYSE Euronext board of directors, *see* NYSE LLC Approval Order, *supra* note 10. 17 The organizational documents of the Exchange and NYSE Arca Equities (unlike the organizational documents of NYSE LLC, NYSE Market and NYSE Regulation) do not require that any of the members of the board of directors of the Exchange and NYSE Arca Equities be members of the board of directors of NYSE Euronext. *See* Bylaws of NYSE Arca, Article III, Section 3.02, and Bylaws of NYSE Arca Equities, Article III, Section 3.02. b. Voting and Ownership Limitations; Changes in Control of the Exchange The NYSE Euronext Certificate of Incorporation includes restrictions on the ability to vote and own shares of stock of NYSE Euronext. 18 Members that trade on an exchange traditionally have ownership interests in such exchange. As the Commission has noted in the past, however, a member's interest in an exchange could become so large as to cast doubt on whether the exchange can fairly and objectively exercise its self-regulatory responsibilities with respect to that member. 19 A member that is a controlling shareholder of an exchange might be tempted to exercise that controlling influence by directing the exchange to refrain from, or the exchange may hesitate to, diligently monitor and surveil the member's conduct or diligently enforce its rules and the federal securities laws with respect to conduct by the member that violates such provisions. 18 *See* NYSE LLC Approval Order, *supra* note 10, for a detailed description of the provisions regarding restrictions on the ability to vote and own shares of stock of NYSE Euronext. 19 *See* Securities Exchange Act Release Nos. 53382 (February 27, 2006), 71 FR 11251 (March 6, 2006) (SR-NYSE-2005-77) (order approving merger of New York Stock Exchange, Inc. and Archipelago, and demutualization of New York Stock Exchange, Inc. (“NYSE Inc.-Archipelago Merger Order”)); 53128 (January 13, 2006), 71 FR 3550 (January 23, 2006) (File No. 10-131); 51149 (February 8, 2005), 70 FR 7531 (February 14, 2005) (SR-CHX-2004-26); 49718 (May 17, 2004), 69 FR 29611 (May 24, 2004) (SR-PCX-2004-08); 49098 (January 16, 2004), 69 FR 3974 (January 27, 2004) (SR-Phlx-2003-73); and 49067 (January 13, 2004), 69 FR 2761 (January 20, 2004) (SR-BSE-2003-19). The Commission finds the ownership and voting restrictions in the NYSE Euronext Certificate of Incorporation are consistent with the Exchange Act. These requirements should minimize the potential that a person could improperly interfere with or restrict the ability of the Commission, the Exchange, or its subsidiaries to effectively carry out their regulatory oversight responsibilities under the Exchange Act. 2. NYSE Group Following the Combination, NYSE Group will merge with a wholly owned subsidiary of NYSE Euronext and the surviving corporation will be a wholly owned subsidiary of NYSE Euronext. Section 19(b) of the Exchange Act and Rule 19b-4 thereunder require an SRO to file proposed rule changes with the Commission. Although NYSE Group is not an SRO, certain provisions of its Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are rules of an exchange 20 if they are stated policies, practices, or interpretations, as defined in Rule 19b-4 of the Exchange Act, of the exchange, and must be filed with the Commission pursuant to Section 19(b)(4) of the Exchange Act and Rule 19b-4 thereunder. Accordingly, the Exchange has filed the proposed NYSE Group Certificate of Incorporation and proposed NYSE Group Bylaws with the Commission. 20 *See* Section 3(a)(27) of the Exchange Act, 15 U.S.C. 78c(a)(27). If NYSE Group decides to change its Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, NYSE Group must submit such change to the board of directors of NYSE LLC, NYSE Market, NYSE Regulation, NYSE Arca, and NYSE Arca Equities, and if any or all of such board of directors shall determine that such amendment or repeal is required by law or regulation to be filed with or filed with and approved by the Commission pursuant to Section 19 of the Exchange Act and the rules thereunder, such change shall not be effective until filed with or filed with and approved by the Commission, as applicable. *See* proposed NYSE Group Certificate of Incorporation, Article XII and proposed Amended and Restated Bylaws of NYSE Group (“NYSE Group Bylaws”), Article VII, Section 7.9(b). The Exchange has proposed to change the voting and ownership limitations of NYSE Group to include a statement that such limitations will not be applicable so long as NYSE Euronext and the Trust collectively own all of the capital stock of NYSE Group. Instead, while NYSE Group is a wholly owned subsidiary of NYSE Euronext, or as provided for in the Trust Agreement, there shall be no transfer of the shares of NYSE Group held by NYSE Euronext without the approval of the Commission. 21 If NYSE Group ceases to be wholly owned by NYSE Euronext or the Trust, the current voting and ownership limitations will apply. 22 21 *See* proposed NYSE Group Certificate of Incorporation, Article IV, Section 4(a). 22 *See* proposed NYSE Group Certificate of Incorporation, Article IV, Section 4(b). The Commission finds the changes to the ownership and voting restrictions in the proposed NYSE Group Certificate of Incorporation are consistent with the Exchange Act. These requirements should minimize the potential that a person could improperly interfere with or restrict the ability of the Commission or the ability of the Exchange, NYSE Market, NYSE Regulation, NYSE Arca LLC, NYSE Arca, and NYSE Arca Equities (together, the “U.S. Regulated Subsidiaries”) to effectively carry out their regulatory oversight responsibilities under the Exchange Act. The Exchange requested that the Commission allow NYSE Euronext to wholly own and vote all of the outstanding common stock of NYSE Group. 23 The Commission believes it is consistent with the Exchange Act to allow NYSE Euronext to wholly own and vote all of the outstanding common stock of NYSE Group. 24 The Commission notes that NYSE Euronext represents that neither NYSE Euronext nor any of its related persons is subject to any statutory disqualification (as defined in Section 3(a)(39) of the Exchange Act), or is an ETP Holder of NYSE Arca Equities, OTP Holder or OTP Firm of NYSE Arca or member or member organization of NYSE LLC. Moreover, NYSE Euronext has comparable voting and ownership limitations to NYSE Group. NYSE Euronext has also included in its corporate documents certain provisions designed to maintain the independence of the U.S. Regulated Subsidiaries' self- regulatory functions from NYSE Euronext and NYSE Group. Accordingly, the Commission believes that the acquisition of ownership and exercise of voting rights of NYSE Group common stock by NYSE Euronext will not impair the ability of the Commission or any of the U.S. Regulated Subsidiaries to discharge their respective responsibilities under the Exchange Act. 23 The Exchanged clarified in Amendment No. 1 that NYSE Euronext alone be permitted to wholly own and vote such shares. *See* Amendment No. 1 *supra* note 4. 24 *See* NYSE LLC Approval Order, *supra* note 10, for a description of the proposal that NYSE Euronext wholly own and vote all of the outstanding stock of NYSE Group upon the consummation of the Combination. 3. The Exchange and NYSE Arca Equities Following the Combination, NYSE Arca, which is registered as a national securities exchange and is an SRO, will remain a wholly owned subsidiary of NYSE Arca Holdings, and NYSE Arca Equities will remain a wholly owned subsidiary of NYSE Arca. The Combination will have no effect on the ability of any party to trade securities on NYSE Arca or NYSE Arca Equities. Pursuant to a regulatory services agreement, NYSE Regulation will continue to perform many of the regulatory functions of NYSE Arca. There will be no change to the current manner of election or appointment of the directors and officers of Arca Holdings, NYSE Arca Holdings, NYSE Arca LLC, NYSE Arca, or NYSE Arca Equities as a result of the Combination. Article Fourth of the proposed Arca Holdings Certificate of Incorporation will be amended to provide for voting or ownership of the shares of stock of Arca Holdings by the Trust pursuant to the terms and conditions of the Trust Agreement by and among NYSE Euronext, Inc., NYSE Group, Inc. and the trustees and Delaware trustee thereto. 25 The Commission finds that these changes to the ownership and voting restrictions in the proposed Arca Holdings Certificate of Incorporation are consistent with the Exchange Act. These requirements should minimize the potential that a person could improperly interfere with or restrict the ability of the Commission or the U.S. Regulated Subsidiaries to effectively carry out their regulatory oversight responsibilities under the Exchange Act. 25 *See* proposed Arca Holdings Certificate of Incorporation, Article Fourth (C)(1) and (D)(1). B. Relationship of NYSE Euronext, NYSE Group, and the U.S. Regulated Subsidiaries; Jurisdiction Over NYSE Euronext Although NYSE Euronext itself will not carry out regulatory functions, its activities with respect to the operation of any of the U.S. Regulated Subsidiaries must be consistent with, and not interfere with, the U.S. Regulated Subsidiaries' self-regulatory obligations. The NYSE Euronext corporate documents include certain provisions that are designed to maintain the independence of the U.S. Regulated Subsidiaries' self-regulatory functions from NYSE Euronext and NYSE Group, enable the U.S. Regulated Subsidiaries to operate in a manner that complies with the federal securities laws, including the objectives of Sections 6(b) and 19(g) of the Exchange Act, 26 and facilitate the ability of the U.S. Regulated Subsidiaries and the Commission to fulfill their regulatory and oversight obligations under the Exchange Act. 27 26 15 U.S.C. 78f(b) and 15 U.S.C. 78s(g). 27 *See* NYSE LLC Approval Order, Section II.B., *supra* note 10, for a detailed discussion of proposed provisions in the NYSE Euronext Bylaws regarding NYSE Euronext compliance with U.S. federal securities laws; NYSE Euronext books and records; jurisdiction of the U.S. federal courts and the Commission; confidential information pertaining to self-regulation; and responsibilities of NYSE Euronext directors with respect to the ability of U.S. Regulated Subsidiaries, NYSE Euronext, and NYSE Group to carry out their responsibilities under the Exchange Act, including referring rule violations and providing funding to NYSE Regulation. The Commission finds that the provisions proposed by the Exchange are consistent with the Exchange Act, and that they will assist the Exchange in fulfilling its self-regulatory obligations and in administering and complying with the requirements of the Exchange Act. With respect to the maintenance of books and records of NYSE Euronext, the Commission notes that while NYSE Euronext has the discretion to maintain books and records that relate to both the U.S. Regulated Subsidiaries and the European Market Subsidiaries (each such book and record, an “Overlapping Record”) in either the United States or the home jurisdiction of one or more of the European Market Subsidiaries, NYSE Euronext has represented to the Commission that it will maintain in the United States originals or copies of Overlapping Records covered by Rule 17a-1(b) under the Exchange Act 28 promptly after creation of such Overlapping Records. 29 The Commission believes that such actions by NYSE Euronext with respect to its books and records are necessary to ensure that the U.S. Regulated Subsidiaries comply with the requirements of Section 17 of the Exchange Act 30 and Rule 17a-1(b) thereunder. 28 17 CFR 240.17a-1(b). 29 *See* NYSE LLC Rule Filing, *supra* note 8, at 822. 30 15 U.S.C. 78q. Under Section 20(a) of the Exchange Act, 31 any person with a controlling interest in NYSE LLC or NYSE Arca shall be jointly and severally liable with and to the same extent that NYSE LLC and NYSE Arca are liable under any provision of the Exchange Act, unless the controlling person acted in good faith and did not directly or indirectly induce the act or acts constituting the violation or cause of action. In addition, Section 20(e) of the Exchange Act 32 creates aiding and abetting liability for any person who knowingly provides substantial assistance to another person in violation of any provision of the Act or rules thereunder. Further, Section 21C of the Exchange Act 33 authorizes the Commission to enter a cease-and-desist order against any person who has been “a cause of” a violation of any provision of the Exchange Act through an act or omission that the person knew or should have known would contribute to the violation. These provisions are applicable to NYSE Euronext's and NYSE Group's dealings with the U.S. Regulated Subsidiaries. 31 15 U.S.C. 78t(a). 32 15 U.S.C. 78t(e). 33 15 U.S.C. 78u-3. C. Trust NYSE Euronext will operate several regulated entities located in the United States and in various jurisdictions in Europe. In connection with obtaining regulatory approval of the Combination, NYSE Euronext proposed to implement two standby structures, one involving a Delaware trust and one involving a Dutch foundation (“Dutch Foundation”). 34 Pursuant to the terms of the Trust Agreement, 35 the Trust will be empowered to take actions to mitigate the effects of any material adverse change in European law that has an “extraterritorial” impact on the non-European issuers listed on NYSE Group securities exchanges, non-European financial services firms that are members of any NYSE Group securities exchange, or any NYSE Group securities exchange. 34 *See* NYSE LLC Approval Order, *supra* note 10, for a detailed discussion of the Delaware Trust and Dutch Foundation. 35 *See* proposed Trust Agreement, by and among NYSE Euronext, NYSE Group, the Delaware trustee and the trustees, attached as Exhibit H to Amendment No. 1. Upon the occurrence of a material adverse change of law that continues after the designated cure periods, the Trust may exercise certain remedies that result in a total or partial loss by NYSE Euronext of operating control over some of its securities exchanges. The Trust may require that NYSE Euronext transfer control over a substantial portion of its business and assets to the direction of the Trust. As a result, control of NYSE Group of any NYSE Group securities exchange may be assumed by the Trust. As discussed above, Section 19(b) of the Exchange Act and Rule 19b-4 thereunder require an SRO to file a proposed rule change with the Commission. Although the Trust is not an SRO, certain provisions of the Trust Agreement are rules of an exchange 36 if they are stated policies, practices, or interpretations, as defined in Rule 19b-4 under the Exchange Act, 37 of the exchange, and must be filed with the Commission pursuant to Section 19(b)(4) of the Exchange Act 38 and Rule 19b-4 thereunder. Accordingly, the Exchange has filed the Trust Agreement with the Commission. 36 *See* Section 3(a)(27) of the Exchange Act, 15 U.S.C. 78c(a)(27). 37 17 CFR 240.19b-4. 38 15 U.S.C. 78s(b). The Trust Agreement contains detailed provisions with respect to governance of the Trust; remedies that may be exercised by trustees upon the occurrence of a material adverse change in law; the relationship of the Trust, NYSE Group, and the U.S. Regulated Subsidiaries; and jurisdiction over the Trust. 39 The Commission finds that the Trust Agreement's provisions are designed to enable the U.S. Regulated Subsidiaries to operate in a manner that complies with the federal securities laws, including the objectives and requirements of Sections 6(b) and 19(g) of the Exchange Act, 40 and to facilitate the ability of the U.S. Regulated Subsidiaries and the Commission to fulfill their regulatory and oversight obligations under the Exchange Act, 41 and are consistent with the provisions other entities that directly or indirectly own or control an SRO have instituted and that have been approved by the Commission. 42 The Commission finds that the Trust's provisions are consistent with the Exchange Act, and that they are intended to assist the Exchange in fulfilling its self-regulatory obligations and in administering and complying with the requirements of the Exchange Act. 39 *See* NYSE LLC Approval Order, Sections II.C and II.D, *supra* note 10, for a detailed description of the provisions contained in the Trust Agreement. 40 15 U.S.C. 78f(b) and 15 U.S.C. 78s(g). 41 *See* Trust Agreement, Articles V, VI, and VIII. 42 *See* , *e.g.* , NYSE Inc.-Archipelago Merger Order, *supra* note 19. Under Section 20(a) of the Exchange Act, 43 any person with a controlling interest in NYSE LLC and NYSE Arca shall be jointly and severally liable with and to the same extent that NYSE LLC and NYSE Arca are liable under any provision of the Exchange Act, unless the controlling person acted in good faith and did not directly or indirectly induce the act or acts constituting the violation or cause of action. In addition, Section 20(e) of the Exchange Act 44 creates aiding and abetting liability for any person who knowingly provides substantial assistance to another person in violation of any provision of the Exchange Act or rule thereunder. Further, Section 21C of the Exchange Act 45 authorizes the Commission to enter a cease-and-desist order against any person who has been “a cause of” a violation of any provision of the Exchange Act through an act or omission that the person knew or should have known would contribute to the violation. These provisions are applicable to the Trust and all other entities controlling the U.S. Regulated Subsidiaries. 43 15 U.S.C. 78t(a). 44 15 U.S.C. 78t(e). 45 15 U.S.C. 78u-3. D. Automatic Suspension and Repeal of Certain Provisions in the NYSE Euronext Organizational Documents Under the organizational documents of NYSE Euronext, immediately following the exercise of a call option over a substantial portion of Euronext's business (a “Euronext call option”), whereby the priority shares or ordinary shares of Euronext are transferred from NYSE Euronext to the Dutch Foundation, and for so long as the Dutch Foundation shall continue to hold any priority shares or ordinary shares of Euronext, or the voting securities of one or more of the subsidiaries of Euronext that, taken together, represent a substantial portion of Euronext's business, then certain provisions of the NYSE Euronext Bylaws shall be suspended. 46 46 These include the requirement that European Persons are represented in a certain proportion on the NYSE Euronext board of directors and the nominating and governance committee of the NYSE Euronext board of directors; the requirement of supermajority board or shareholder approval for certain extraordinary transactions; the provisions granting jurisdiction to European regulators over certain actions of NYSE Euronext and the NYSE Euronext board of directors; and references to European regulators, European market subsidiaries and European disqualified persons appearing in the NYSE Euronext Bylaws. In addition, if after a period of six months following the exercise of a Euronext call option, the Dutch Foundation shall continue to hold any ordinary or priority shares of Euronext or any ordinary or priority shares or similar voting securities of one or more subsidiaries of Euronext that, taken together, represent a substantial portion of Euronext's business, or if at any time, NYSE Euronext no longer holds a direct or indirect controlling interest in Euronext or in one or more subsidiaries of Euronext that, taken together, represent a substantial portion of Euronext's business, then certain provisions of the NYSE Euronext Bylaws and the NYSE Euronext Certificate of Incorporation shall be revoked. 47 In addition, any officer or director of NYSE Euronext who is a European Person shall resign or be removed from his or her office. 47 These include the provisions of the NYSE Euronext Bylaws subject to suspension; the references in the NYSE Euronext Certificate of Incorporation and NYSE Euronext Bylaws to European regulators, European exchange regulations, European market subsidiaries, European regulated markets, Europe and European disqualified persons; the provisions in the NYSE Euronext Certificate of Incorporation and NYSE Euronext Bylaws requiring that amendments to such certificate of incorporation or bylaws be submitted to the European market subsidiaries and, if applicable, filed with and approved by a European regulator; and the provisions in the NYSE Euronext Bylaws requiring approval of either two-thirds or more of the NYSE Euronext directors or 80% of the votes entitled to be cast by the holders of the then-outstanding shares of capital stock of NYSE Euronext entitled to vote generally in the election of directors to amend certain bylaw provisions. The Commission finds the suspension or repeal of the above described provisions of the NYSE Euronext Bylaws and the NYSE Euronext Certificate of Incorporation under circumstances in which the Dutch Foundation controls a substantial portion of Euronext's business, is consistent with the Exchange Act. III. Conclusion For the foregoing reasons, the Commission finds that the proposed rule change is consistent with the Exchange Act and the rules and regulations thereunder applicable to a national securities exchange. It is therefore ordered, pursuant to Section 19(b)(2) of the Exchange Act 48 that the proposed rule change (SR-NYSEArca-2007-05), as amended by Amendment No. 1, is approved on an accelerated basis. 48 15 U.S.C. 78s(b)(2). By the Commission. Nancy M. Morris, Secretary. [FR Doc. E7-2910 Filed 2-21-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55290; File No. SR-PHLX-2007-05] Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change as Modified by Amendment No. 1 Thereto Relating to Changing the Payment for Order Flow Fee for Options Subject to the Penny Pilot Program February 13, 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 Philadelphia Stock Exchange, Inc. (“PHLX” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been substantially prepared by the Exchange. On February 8, 2007, the PHLX submitted Amendment No. 1 to the proposed rule change. PHLX has designated this proposal as one establishing or changing a due, fee, or other charge imposed by PHLX under Section 19(b)(3)(A)(ii) of the Act 3 and Rule 19b-4(f)(2) 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)(ii). 4 17 CFR 240.19b-4(f)(2). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Phlx proposes to decrease its payment for order flow fee from $0.70 per contract to $0.25 per contract for the equity options that trade as part of the Exchange's Penny Pilot Program to quote and trade options in penny increments (as discussed in more detail below). Listed below is each option class included in the Penny Pilot Program and the effective date of the fee change for such option class. Symbol Underlying security Anticipated effective date (for trades settling on or after the dates set forth below) IWM ishares Russell 2000 Index Fund February 12, 2007. SMH Semiconductor Holdrs February 12, 2007. GE General Electric Company February 5, 2007. AMD Advanced Micro Devices, Inc February 12, 2007. MSFT Microsoft Corporation February 5, 2007. INTC Intel Corporation February 12, 2007. CAT Caterpillar, Inc February 12, 2007. WFMI Whole Foods Market, Inc January 29, 2007. TXN Texas Instruments Incorporated February 12, 2007. A Agilent Tech Inc February 12, 2007. SUNW Flextronics International Ltd February 12, 2007. FLEX Sun Microsystems, Inc February 12, 2007. For the Nasdaq-100 Index Tracking Stock SM traded under the symbol QQQQ (“QQQQ”), 5 the payment for order flow fee would be decreased from $0.75 to $0.25, anticipated to be effective for trades settling on or after February 12, 2007. 5 The Nasdaq-100(®), Nasdaq-100 Index(®), Nasdaq(®), The Nasdaq Stock Market(r), Nasdaq-100 Shares SM , Nasdaq-100 Trust SM , Nasdaq-100 Index Tracking Stock SM , and QQQ SM are trademarks or service marks of The Nasdaq Stock Market, Inc. (“Nasdaq”) and have been licensed for use for certain purposes by the Philadelphia Stock Exchange pursuant to a License Agreement with Nasdaq. The Nasdaq-100 Index(®) (the “Index”) is determined, composed, and calculated by Nasdaq without regard to the Licensee, the Nasdaq-100 Trust SM , or the beneficial owners of Nasdaq-100 Shares SM . Nasdaq has complete control and sole discretion in determining, comprising, or calculating the Index or in modifying in any way its method for determining, comprising, or calculating the Index in the future. Other than the rate changes described above, no other changes to the Exchange's current payment for order flow program are being proposed at this time. This proposal is to become effective for trades settling on or after the rollout date for each option listed above and would remain in effect until May 27, 2007. 6 6 The Exchange's payment for order flow program is currently in effect until May 27, 2007. *See* Securities Exchange Act Release No. 53841 (May 19, 2006), 71 FR 30461 (May 26, 2006) (SR-Phlx-2006-33). The text of the proposed rule change is available at the Exchange, the Commission's Public Reference Room, and *http://www.phlx.com* . 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. PHLX 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 Currently, the Exchange assesses a payment for order flow fee of $0.70 per contract for equity options other than options on QQQQ. Options on QQQQ are assessed $0.75 per contract. Specialists, 7 Directed Registered Options Traders (“Directed ROTs”) and Registered Options Traders (“ROTs”) are assessed a payment for order flow fee when a customer order is directed to a specialist unit or Directed ROT who participates in the Exchange's payment for order flow program. 8 Trades resulting from either Directed 9 or non- Directed Orders that are delivered electronically over AUTOM 10 and executed on the Exchange are assessed a payment for order flow fee, while non-electronically-delivered orders ( *i.e.* , represented by a floor broker) are not assessed a payment for order flow fee. 11 7 The Exchange uses the terms “specialist” and “specialist unit” interchangeably herein. 8 Therefore, the payment for order flow fee is assessed, in effect, on equity option transactions between a customer and a ROT, a customer and a Directed ROT, or a customer and a specialist when a customer order is directed to a specialist or Directed ROT who participates in the Exchange's payment for order flow program. 9 The term “Directed Order” means any customer order to buy or sell, which has been directed to a particular specialist, Remote Streaming Quote Trader or Streaming Quote Trader by an Order Flow Provider. 10 AUTOM is the Exchange's electronic order delivery, routing, execution and reporting system, which provides for the automatic entry and routing of equity option and index option orders to the Exchange trading floor. *See* Exchange Rules 1014(b)(ii) and 1080. 11 Electronically-delivered orders do not include orders delivered through the Floor Broker Management System pursuant to Exchange Rule 1063. Separately, the Exchange intends to implement a six-month pilot period beginning on January 26, 2007 (the “pilot”), during which certain options (the options set forth in this proposal) would be quoted and traded on the Exchange in minimum increments of $0.01 for all series in such options with a price of less than $3.00, and in minimum increments of $0.05 for all series in such options with a price of $3.00 or higher, except that options overlying the QQQQ would be quoted and traded in minimum increments of $0.01 for all series regardless of the price. 12 12 *See* Securities Exchange Act Release No. 54886 (December 6, 2006), 71 FR 74979 (December13, 2006) (SR-Phlx-2006-74). The purpose of this proposal is to assess payment for order flow fees in a manner that the Exchange believes is more appropriate in light of the pilot. In connection with the implementation of the pilot, the Exchange proposes to decrease the amount of the payment for order flow fees in the options that are subject to the pilot because the Exchange believes that, with narrower minimum increments and therefore possibly narrower spreads, specialists, Directed ROTs, and ROTs may face tighter profit margins if coupled with the current $0.70 (or $0.75 for QQQQ) payment for order flow fee. By reducing the payment for order flow fees in the options that are subject to the pilot, the Exchange believes that members and member organizations should continue to display strong liquid markets, without being financially burdened with the higher payment for order flow fees that are currently in effect. The purpose of establishing different effective dates is to implement the proposed payment for order flow fees on the date on which each specified option is rolled out in connection with the pilot. The proposed fees would remain in effect until May 27, 2007. 13 13 *See supra* , note 6. 2. Statutory Basis The Exchange believes that the proposed rule change to amend its schedule of fees is consistent with Section 6(b) of the Act 14 in general, and Section 6(b)(4) of the Act 15 in particular, in that it is an equitable allocation of reasonable fees and other charges among exchange members. 14 15 U.S.C. 78f(b). 15 15 U.S.C. 78f(b)(4). 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 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 No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing proposed rule change has been designated as a fee change pursuant to Section 19(b)(3)(A)(ii) of the Act 16 and Rule 19b-4(f)(2) 17 thereunder, because it establishes or changes a due, fee, or other charge imposed by the Exchange. Accordingly, the proposal will take effect upon filing with the Commission. At any time within 60 days of the filing of such 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. 18 16 15 U.S.C. 78s(b)(3)(A)(ii). 17 17 CFR 240.19b-4(f)(2). 18 For purposes of calculating the 60-day period within which the Commission may summarily abrogate the proposed rule change, the Commission considers the period to commence on February 8, 2007, the date on which the Exchange filed Amendment No. 1. 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-PHLX-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-PHLX-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 PHLX. 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-PHLX-2007-05 and should be submitted on or before March 15, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 19 19 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-2986 Filed 2-21-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55285; File No. SR-Phlx-2007-10] Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to the Extension of the Position Limits Pilot Program February 13, 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 February 12, 2007, the Philadelphia Stock Exchange, Inc. (“Phlx” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been substantially prepared by Phlx. The Exchange has filed the proposal as a “non-controversial” rule change pursuant to Section 19(b)(3)(A) of the Act 3 and Rule 19b-4(f)(6) thereunder, 4 which renders it effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change 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 Phlx proposes to extend an existing pilot program applicable to Exchange Rule 1001, Position Limits, which increases the standard position and exercise limits for equity option contracts, including options on the Nasdaq-100 Index Tracking Stock 5 (“QQQQ”) (“Pilot Program”). The Exchange proposes to extend the Pilot Program through September 1, 2007. The text of the proposed rule change is available at Phlx, the Commission's Public Reference Room, and *http://www.phlx.com.* 5 The Nasdaq-100®, Nasdaq-100 Index®, Nasdaq®, The Nasdaq Stock Market®, Nasdaq-100 Shares SM , Nasdaq-100 Trust SM , Nasdaq-100 Index Tracking Stock SM , and QQQ SM are trademarks or service marks of The NASDAQ Stock Market LLC (“Nasdaq”) and have been licensed for use for certain purposes by Phlx pursuant to a License Agreement (“License”) with Nasdaq. The Nasdaq-100 Index® (“Index”) is determined, composed, and calculated by Nasdaq without regard to the Licensee, the Nasdaq-100 Trust SM , or the beneficial owners of Nasdaq-100 Shares SM . Nasdaq has complete control and sole discretion in determining, comprising, or calculating the Index or in modifying in any way its method for determining, comprising, or calculating the Index in the future. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, Phlx 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 Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of the proposed rule change is to extend the existing Pilot Program, which is scheduled to expire March 1, 2007, 6 for an additional six-month period, through September 1, 2007. 6 *See* Securities Exchange Act Release Nos. 51322 (March 4, 2005), 70 FR 12260 (March 11, 2005) (SR-Phlx-2005-17); 52261 (August 15, 2005), 70 FR 49004 (August 22, 2005) (SR-Phlx-2005-51); 53388 (February 28, 2006), 71 FR 11458 (March 7, 2006) (SR-Phlx-2006-13); and 54387 (August 30, 2006), 71 FR 52842 (September 7, 2006) (SR-Phlx-2006-48). Position limits impose a ceiling on the number of option contracts in each class on the same side of the market relating to the same underlying security that can be held or written by an investor or group of investors acting in concert. Exchange Rule 1002 (not proposed to be amended herein) establishes corresponding exercise limits. Exercise limits prohibit an investor or group of investors acting in concert from exercising more than a specified number of puts or calls in a particular class within five consecutive business days. Rule 1001 subjects equity options to one of five different position limits depending on the trading volume and outstanding shares of the underlying security. Rule 1002 establishes exercise limits for the corresponding options at the same levels as the corresponding security's position limits. 7 7 Rule 1002 states, in relevant part, “ * * * no member or member organization shall exercise, for any account in which such member or member organization has an interest or for the account of any partner, officer, director or employee thereof or for the account of any customer, a long position in any option contract of a class of options dealt in on the Exchange (or, respecting an option not dealt in on the Exchange, another exchange if the member or member organization is not a member of that exchange) if as a result thereof such member or member organization, or partner, officer, director or employee thereof or customer, acting alone or in concert with others, directly or indirectly, has or will have exercised within any five
(5)consecutive business days aggregate long positions in that class (put or call) as set forth as the position limit in Rule 1001, in the case of options on a stock or on an Exchange-Traded Fund Share* * *.” Standard Position and Exercise Limit The Pilot Program increases the standard position and exercise limits for equity options traded on the Exchange and for options overlying QQQQ to the following levels: Standard equity option contract limit 8 Pilot program equity option contract limit 13,500 25,000 22,500 50,000 31,500 75,000 60,000 200,000 75,000 250,000 300,000 900,000 To date, the Exchange believes that there have been no adverse affects on the market as a result of these increases in the limits for equity option contracts and options overlying QQQQ. 8 Except when the Pilot Program is in effect. 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act 9 in general, and furthers the objective of Section 6(b)(5) of the Act 10 in particular, in that it is designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanisms of a free and open market and the national market system, and, in general to protect investors and the public interest, by extending the Pilot Program for an additional six months. 9 15 U.S.C. 78f(b). 10 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 No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing rule change does not:
(1)Significantly affect the protection of investors or the public interest;
(2)impose any significant burden on competition; and
(3)become operative for 30 days from the date of this filing, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act 11 and Rule 19b-4(f)(6) thereunder. 12 11 15 U.S.C. 78s(b)(3)(A). 12 17 CFR 240.19b-4(f)(6). A proposed rule change filed under 19b-4(f)(6) normally may not become operative prior to 30 days after the date of filing. 13 However, Rule 19b-4(f)(6)(iii) 14 permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has requested that the Commission waive the 30-day operative delay. The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and in the public interest because it will allow the Pilot Program to continue uninterrupted. 15 13 17 CFR 240.19b-4(f)(6)(iii). In addition, Rule 19b-4(f)(6)(iii) requires that a self-regulatory organization submit to the Commission written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. Phlx has satisfied the five-day pre-filing requirement. 14 *Id.* 15 For purposes only of waiving the operative delay, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 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 Act. 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 No. SR-Phlx-2007-10 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File No. SR-Phlx-2007-10. 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 will also be available for inspection and copying at the principal office of Phlx. 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 No. SR-Phlx-2007-10 and should be submitted on or before March 15, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 16 16 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-2987 Filed 2-21-07; 8:45 am] BILLING CODE 8010-01-P DEPARTMENT OF STATE [Delegation of Authority No. 296] Delegation by the Under Secretary of State for Political Affairs to the Assistant Secretary of State for Educational and Cultural Affairs of the Functions Relating to Emergency Import Restrictions on Iraqi Cultural Antiquities By virtue of the authority vested in the Secretary of State by the laws of the United States, including Section 1 of the State Department Basic Authorities Act and the Presidential Memorandum for the Secretary of State and the Secretary of Homeland Security—Assignment of Functions Relating to Import Restrictions on Iraqi Antiquities, dated May 5, 2006 (71 FR 28,753), and delegated to the Under Secretary of State for Political Affairs pursuant to Delegation of Authority No. 294 (July 6, 2006), I hereby delegate to the Assistant Secretary of State for Educational and Cultural Affairs the functions of the President under section 3002 of the Emergency Protection for Iraqi Cultural Antiquities Act of 2004 (title III of Public Law 108-429). In performing such functions, the Assistant Secretary of State shall consult the Secretary of Homeland Security and the heads of other departments and agencies or their designees, as appropriate. Notwithstanding this delegation of authority, the Secretary of State, the Deputy Secretary of State, the Under Secretary of State for Political Affairs and the Under Secretary of State for Public Diplomacy and Public Affairs may at any time exercise any function or authority delegated by this delegation of authority. Any act, executive order, regulation or procedure subject to, or affected by, this delegation shall be deemed to be such act, executive order, regulation or procedure as amended from time to time. This delegation of authority shall be published in the **Federal Register** . Dated: December 22, 2007. R. Nicholas Burns, Under Secretary of State for Political Affairs, Department of State. [FR Doc. E7-3011 Filed 2-21-07; 8:45 am] BILLING CODE 4710-24-P DEPARTMENT OF TRANSPORTATION Federal Highway Administration Environmental Impact Statement: State Route 91 Improvements. The Project Begins on State Route 91/State Route 67/U.S. 321 West of State Route 362 and Extends to Just West of State Route-37 (U.S. 19E), Elizabethton, Carter County, TN AGENCY: Federal Highway Administration (FHWA), DOT. ACTION: Notice of Intent. SUMMARY: The Federal Highway Administration
(FHWA)is issuing this notice to advise the public that an Environmental Impact Statement
(EIS)will be prepared for a proposed highway project in Carter County, Tennessee. FOR FURTHER INFORMATION CONTACT: Ms. Karen M. Brunelle, Planning and Program Management Team Leader, Federal Highway Administration—Tennessee Division Office, 640 Grassmere Park Road, Suite 112, Nashville, TN 37211. 615-781-5772. SUPPLEMENTARY INFORMATION: An environmental assessment
(EA)was prepared for the proposed project and completed on June 7, 2002. Since the June 7, 2002 EA approval, technical studies identified sensitive environmental features which warranted the consideration of additional alternatives beyond the ones studied for the western half of the original preferred alternative presented in the EA. The identified environmental issues could result in potential significant impacts. As a result, the FHWA in cooperation with the Tennessee Department of Transportation will prepare an environmental impact statement
(EIS)on a proposal to provide an improved corridor from west of State Route 362 to just west of State Route-37 (U.S. 19E), a distance of approximately four miles. Alternatives to be considered include:
(1)No-build;
(2)a Transportation System Management
(TSM)alternative;
(3)a transit alternative;
(4)one or more build alternatives that could include constructing a roadway on a new location, upgrading existing State Route-91, or a combination of both, and
(5)other alternatives that may arise from public input. Public scoping meetings will be held for the project corridor. As part of the scoping process, federal, state, and local agencies and officials; private organizations; citizens; and interest groups will have an opportunity to identify issues of concern and provide input on the purpose and need for the project, range of alternatives, methodology, and the development of the Environmental Impact Statement. A Coordination Plan will be developed to include the public in the project development process. This plan will utilize the following outreach efforts to provide information and solicit input: newsletters, an internet Web site, e-mail and direct mail, informational meetings and briefings, public hearings, and other efforts as necessary and appropriate. A public hearing will be held upon completion of the Draft Environmental Impact Statement and public notice will be given of the time and place of the hearing. The Draft EIS will be available for public and agency review and comment prior to the public hearings. To ensure that the full range of issues related to this proposed action are identified and taken into account, comments and suggestions are invited from all interested parties. Comments and questions concerning the proposed action should be directed to the FHWA contact person identified above at the address provided above. (Catalog of Federal Domestic Assistance Program Number 20.205, Highway Planning and Construction. The regulations implementing Executive Order 12372 regarding intergovernmental consultation on Federal programs and activities apply to this proposed program). Issued on: February 15, 2007. Karen M. Brunelle, P.E., Planning and Program Mgmt. Team Leader Nashville, TN. [FR Doc. E7-2997 Filed 2-21-07; 8:45 am] BILLING CODE 4910-22-P DEPARTMENT OF TRANSPORTATION Federal Highway Administration Notice of Final Federal Agency Actions on Proposed Highways in Washington AGENCY: Federal Highway Administration (FHWA), DOT. ACTION: Notice of limitation on claims for judicial review of actions by FHWA and other Federal agencies. SUMMARY: This notice announces actions taken by the FHWA and other Federal agencies that are final within the meaning of 23 U.S.C. 139(l)(1). The actions relate to a proposed highway project, I-405 Renton Nickel Improvement Project between Tukwila and Renton in the State of Washington. Those actions grant licenses, permits, and approvals for the project. DATES: By this notice, the FHWA is advising the public of final agency actions subject to 23 U.S.C. 139(l)(1). A claim seeking judicial review of the Federal agency actions on any of the listed highway projects will be barred unless the claim is filed on or before August 21, 2007. If the Federal law that authorizes judicial review of a claim provides a time period of less than 180 days for filing such claim, then that shorter time period still applies. FOR FURTHER INFORMATION CONTACT: Stephen Boch, Major Project Oversight Manager, Federal Highway Administration, Jackson Federal Building, 915 2nd Avenue, Room 3142, Seattle, Washington, 98174; telephone:
(206)220-7536; and e-mail: *Steve.Boch@fhwa.dot.gov.* The FHWA Washington Division's Oversight Manager's regular office hours are between 8 a.m. and 4:30 p.m. (Pacific Time). You may also contact Allison Ray, I-405 Environmental Manager, Washington State Department of Transportation (WSDOT), 600-108th Avenue NE, Suite 405, Bellevue, Washington, 98004; telephone:
(425)456-8500; and e-mail: *rayalli@wsdot.wa.gov.* The I-405 Corridor Program's regular office hours are between 8 a.m. and 5 p.m. (Pacific Time). SUPPLEMENTARY INFORMATION: Notice is hereby given that the FHWA and other Federal agencies have taken final agency actions by issuing licenses, permits, and approvals for the following highway project in the State of Washington: I-405 Renton Nickel Improvement Project. This project extends along I-405 from just east of the I-5/I-405 interchange in Tukwila north to the SR 169 interchange, and south on SR 167 to SW 41st Street. It consists of one new general-purpose lane in each direction along I-405 throughout most of the project limits. On SR 167, the project will extend the existing southbound HOV lane north to I-405 and add a southbound auxiliary lane from I-405 to the SW 41st Street off-ramp. The actions by the Federal agencies, and the laws under which such actions were taken, are described in the October 2006 Environmental Assessment
(EA)and the January 31, 2007 Finding of No Significant Impact (FONSI), and in other documents in the FHWA administrative record. The EA, FONSI and other documents in the FHWA administrative record are available by contacting the FHWA or WSDOT at the addresses provided above. The EA can be viewed and downloaded from the project Web site at *www.wsdot.wa.gov/Projects/i405/corridor/library/rentea.htm* or viewed at public libraries in the project area. Since Federal funding is not currently available for this project, an FHWA project number has not been established. This notice applies to all Federal agency decisions on the listed projects as of the issuance date of this notice and all laws under which such actions were taken, including but not limited to: 1. *General:* National Environmental Policy Act [42 U.S.C. 4321-4351]; Federal-Aid Highway Act [23 U.S.C. 109]. 2. *Air:* Clean Air Act, as amended [42 U.S.C. 7401-7671(q)]. 3. *Land:* Section 4(f) of the Department of Transportation Act of 1966 [49 U.S.C. 303]; Landscaping and Scenic Enhancement (Wildflowers) [23 U.S.C. 319]. 4. *Wildlife:* Endangered Species Act [16 U.S.C. 1531-1544]; Anadromous Fish Conservation Act [16 U.S.C. 757(a)-757(g)]; Fish and Wildlife Coordination Act [16 U.S.C. 661-667(d)]; Magnuson-Stevenson Fishery Conservation and Management Act of 1976, as amended [16 U.S.C. 1801 et seq.]. 5. *Historic and Cultural Resources:* Section 106 of the National Historic Preservation Act of 1966, as amended [16 U.S.C. 470(f) et seq.]; Archaeological Resources Protection Act of 1977 [16 U.S.C. 470(aa)-11]; Archaeological and Historic Preservation Act [16 U.S.C. 469-469(c)]; Native American Grave Protection and Repatriation Act [25 U.S.C. 3001-3013]. 6. *Social and Economic:* Civil Rights Act of 1964 [42 U.S.C. 2000(d)-2000(d)(1)]; American Indian Religious Freedom Act [42 U.S.C. 1996]; Farmland Protection Policy Act [7 U.S.C. 4201-4209]; the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended [42 U.S.C. 61]. 7. *Wetlands and Water Resources:* Clean Water Act, 33 U.S.C. 1251-1377 (Section 404, Section 401, Section 319); Coastal Zone Management Act [16 U.S.C. 1451-1465]; Land and Water Conservation Fund [16 U.S.C. 4601-4604]; Safe Drinking Water Act [42 U.S.C. 300(f)-300(j)(6)]; Rivers and Harbors Act of 1899 [33 U.S.C. 401-406]; TEA-21 Wetlands Mitigation [23 U.S.C. 103(b)(6)(m), 133(b)(11)]; Flood Disaster Protection Act [42 U.S.C. 4001-4128]. 8. *Hazardous Materials:* Comprehensive Environmental Response, Compensation, and Liability Act [42 U.S.C. 9601-9675]; Superfund Amendments and Reauthorization Act of 1986 [Pub. L. 99-499]; Resource Conservation and Recovery Act [42 U.S.C. 6901-6992(k)]. 9. *Executive Orders:* E.O. 11990 Protection of Wetlands; E.O. 11988 Floodplain Management; E.O. 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low Income Populations; E.O. 11593 Protection and Enhancement of Cultural Resources; E.O. 13007 Indian Sacred Sites; E.O. 13287 Preserve America; E.O. 13175 Consultation and Coordination with Indian Tribal Governments; E.O. 11514 Protection and Enhancement of Environmental Quality; E.O. 13112 Invasive Species. (Catalog of Federal Domestic Assistance Program Number 20.205, Highway Planning and Construction. The regulations implementing Executive Order 12372 regarding intergovernmental consultation on Federal programs and activities apply to this program.) Authority: 23 U.S.C. 139(l)(1) Issued on: February 15, 2007. Stephen P. Boch, Major Project Oversight Manager, Seattle, Washington. [FR Doc. E7-2989 Filed 2-21-07; 8:45 am] BILLING CODE 4910-RY-P DEPARTMENT OF THE TREASURY Internal Revenue Service [FI-221-83 and FI-100-83] Proposed Collection; Comment Request For Regulation Project AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning an existing notice of proposed rulemaking (FI-221-83) and temporary regulation (FI-100-83), Indian Tribal Governments Treated as States for Certain Purposes (§§ 305.7701-1 and 305.7871-1). DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn P. Kirkland, Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the information collection should be directed to R. Joseph Durbala, at
(202)622-3634, or at Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224, or through the Internet, at *RJoseph.Durbala@irs.gov.* SUPPLEMENTARY INFORMATION: *Title:* Indian Tribal Governments Treated as States for Certain Purposes. *OMB Number:* 1545-0823. *Regulation Project Number:* FI-221-83 (notice of proposed rulemaking) and FI-100-83 (temporary regulation). *Abstract:* These regulations relate to the treatment of Indian tribal governments as States for certain Federal tax purposes. The regulations provide that if the governing body of a tribe, or its subdivision, is not designated as an Indial tribal government or subdivision thereof for purpose of sections 7701(a)(40) and 7871 of the Internal Revenue Code, it may apply for a ruling to that effect from the Internal Revenue Service. *Current Actions:* There is no change to these existing regulations. *Type of Review:* Extension of a currently approved collection. *Affected Public:* State, local or tribal governments. *Estimated Number of Respondents:* 25. *Estimated Time per Respondent:* 1 hour. *Estimated Total Annual Burden Hours:* 25. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request For Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. *Comments are invited on:*
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 9, 2007. Glenn P. Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2912 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Proposed Collection; Comment Request for Form 5471 (and Related Schedules) AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning Form 5471 (and related schedules), Information Return of U.S. Persons With Respect To Certain Foreign Corporations. DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn P. Kirkland, Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the form and instructions should be directed to Carolyn N. Brown at Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224, or at
(202)622-6688, or through the Internet at *Carolyn.N.Brown@irs.gov.* SUPPLEMENTARY INFORMATION: *Title:* Information Return of U.S. Persons With Respect To Certain Foreign Corporations. *OMB Number:* 1545-0704. *Form Number:* 5471 (and related schedules). *Abstract:* Form 5471 and related schedules are used by U.S. persons that have an interest in a foreign corporation. The form is used to report income from the foreign corporation. The form and schedules are used to satisfy the reporting requirements of Internal Revenue Code sections 6035, 6038 and 6046 and the regulations thereunder pertaining to the involvement of U.S. persons with certain foreign corporations. *Current Actions:* There are no changes being made to the form at this time. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Business or other for-profit organizations and Individuals or households. *Estimated Number of Respondents:* 28,380. *Estimated Time per Respondent:* 155 hours, 3 minutes. *Estimated Total Annual Burden Hours:* 4,400,232. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request For Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 12, 2007. Glenn P. Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2914 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Proposed Collection; Comment Request for Form 1120-C AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning Form 1120-C, U.S. Income Tax Return for Cooperative Associations. DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn P. Kirkland, Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the form and instructions should be directed to R. Joseph Durbala,
(202)622-3634, at Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224, or through the Internet at *RJoseph.Durbala@irs.gov.* SUPPLEMENTARY INFORMATION: *Title:* U.S. Income Tax Return for Cooperative Associations. *OMB Number:* 1545-2052. *Form Number:* 1120-C. *Abstract:* IRS Code section 1381 requires subchapter T cooperatives to file returns. Previously, farmers' cooperatives filed Form 990-C and other subchapter T cooperatives filed Form 1120. If the subchapter T cooperative does not meet certain requirements, the due date of their return is two and one-half months after the end of their tax year which is the same as the due date for all other corporations. The due date for income tax returns filed by subchapter T cooperatives who meet certain requirements is eight and one-half months after the end of their tax year. Cooperatives who filed their income tax returns on Form 1120 were considered to be late and penalties were assessed since they had not filed by the normal due date for Form 1120. Due to the assessment of the penalties, burden was placed on the taxpayer and on the IRS employees to resolve the issue. Proposed regulations (Reg-149436-04) published in the **Federal Register** (71 FR 43811), proposes that all subchapter T cooperatives will file Form 1120-C, U.S. Income Tax Return for Cooperative Associations. *Current Actions:* There is no change in the paperwork burden previously approved by OMB. This form is being submitted for renewal purposes only. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Businesses and other for-profit organizations. *Estimated Number of Respondents:* 4000. *Estimated Time per Respondent:* 107 hours, 36 minutes. *Estimated Total Annual Burden Hours:* 430,400. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request For Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. *Comments are invited on:*
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 9, 2007. Glenn P. Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2916 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Proposed Collection; Comment Request for Forms 8282 and 8283 AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Pub. L. 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning Form 8282, Donee Information Return (Sale, Exchange or Other Disposition of Donated Property) and Form 8283, Noncash Charitable Contributions. DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn P. Kirkland, Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the forms and instructions should be directed to Carolyn N. Brown at Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224, or at
(202)622-6688, or through the internet at *Carolyn.N.Brown@irs.gov.* SUPPLEMENTARY INFORMATION: *Title:* Donee Information Return (Sale, Exchange or Other Disposition of Donated Property) (Form 8282) and Noncash Charitable Contributions (Form 8283). *OMB Number:* 1545-0908. *Form Numbers:* 8282 and 8283. *Abstract:* Internal Revenue Code section 170(a)(1) and regulation section 1.170A-13(c) require donors of property valued over $5,000 to file certain information with their tax return in order to receive the charitable contribution deduction. Form 8283 is used to report the required information. Code section 6050L requires donee organizations to file an information return with the IRS if they dispose of the property received within two years. Form 8282 is used for this purpose. *Current Actions:* There were 22 new lines added to Form 8282 due to major changes to form and 20 new lines added to Form 8283 for better filing figures. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Individuals or household and Business or other for-profit organizations. Form 8282 *Estimated Number of Respondents:* 1,000. *Estimated Time per Respondent:* 9 hours, 24 minutes. *Estimated Total Annual Burden Hours:* 9,400. Form 8283 *Estimated Number of Respondents:* 3,143,666. *Estimated Time per Respondent:* 2 hours, 29 minutes. *Estimated Total Annual Burden Hours:* 7,796,292. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request For Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 13, 2007. Allan M. Hopkins, IRS Reports Clearance Officer. [FR Doc. E7-2918 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service [REG-107186-00] Proposed Collection; Comment Request For Regulation Project AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Pub. L. 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning an existing final regulation, REG-107186-00 (TD 9114), Electronic Payee Statements (§§ 1.6041-2, 1.6050S-2, 1.6050S-4, and 31.6051-1). DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn P. Kirkland, Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the regulations should be directed to R. Joseph Durbala at Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224, or at
(202)622-3634, or through the internet at *RJoseph.Durbala@irs.gov.* SUPPLEMENTARY INFORMATION: *Title:* Electronic Payee Statements. *OMB Number:* 1545-1729. *Regulation Project Number:* REG-107186-00. *Abstract:* In general, under these regulations, a person required to furnish a statement on Form W-2 under Code sections 6041(d) or 6051, or Forms 1098-T or 1098-E under Code section 6050S, may furnish these statements electronically if the recipient consents to receive them electronically, and if the person furnishing the statement
(1)makes certain disclosures to the recipient,
(2)annually notifies the recipient that the statement is available on a Web site, and
(3)provides access to the statement on that Web site for a prescribed period of time. *Current Actions:* There is no change to these existing regulations. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Business or other for-profit organizations, and individual or households. *Estimated Number of Responses/Recordkeepers:* 28,449,495. *Estimated Average Annual Burden per Response/Recordkeeper:* 6 minutes. *Estimated Total Annual Reporting/Recording Hours:* 2,844,950. *The following paragraph applies to all of the collections of information covered by this notice:* An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request For Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. *Comments are invited on:*
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 12, 2007. Glenn P. Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2920 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Proposed Collection; Comment Request for Form 706-QDT AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning Form 706-QDT, U.S. Estate Tax Return for Qualified Domestic Trusts. DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn Kirkland Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the form and instructions should be directed to R. Joseph Durbala at Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224, or at
(202)622-3634, or through the internet at *RJoseph.Durbala@irs.gov.* SUPPLEMENTARY INFORMATION: *Title:* U.S. Estate Tax Return for Qualified Domestic Trusts. *OMB Number:* 1545-1212. *Form Number:* 706-QDT. *Abstract:* Form 706-QDT is used by the trustee or the designated filer to compute and report the Federal estate tax imposed on qualified domestic trusts by Internal Revenue Code section 2056A. The IRS uses the information to enforce this tax and to verify that the tax has been properly computed. *Current Actions:* There are no changes being made to the form at this time. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Individuals or households and business or other for-profit organizations. *Estimated Number of Respondents:* 80. *Estimated Time per Respondent:* 4 hours, 28 minutes. *Estimated Total Annual Burden Hours:* 357. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request for Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 12, 2007. Glenn Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2922 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Proposed Collection; Comment Request for Revenue Procedure 2004-19 AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning Revenue Procedure 2004-19, Probable or Prospective Reserves Safe Harbor. DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn P. Kirkland, Internal Revenue Service, room 6516, 1111 Constitution Avenue NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the revenue procedure should be directed to R. Joseph Durbala at Internal Revenue Service, room 6516, 1111 Constitution Avenue NW., Washington, DC 20224, or at
(202)622-3634, or through the internet at *RJoseph.Durbala@irs.gov.* SUPPLEMENTARY INFORMATION: *Title:* Probable or Prospective Reserves Safe Harbor. *OMB Number:* 1545-1861. *Revenue Procedure Number:* Revenue Procedure 2004-19. *Abstract:* Revenue Procedure 2004-19 requires a taxpayer to file an election statement with the Service if the taxpayer wants to use the safe harbor to estimate the taxpayers' oil and gas properties' probable or prospective reserves for purposes of computing cost depletion under § 611 of the Internal Revenue Code. *Current Actions:* There are no changes being made to the revenue procedure at this time. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Business or other for-profit organizations. *Estimated Number of Respondents:* 100. *Estimated Annual Average Time Per Respondent:* 30 minutes. *Estimated Total Annual Hours:* 50. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request for Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 9, 2007. Glenn P. Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2924 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service [INT-362-88] Proposed Collection; Comment Request for Regulation Project AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning an existing final regulation, INTL-362-88 (TD 8618), Definition of a Controlled Foreign Corporation, Foreign Base Company Income and Foreign Personal Holding Company Income of a Controlled Foreign Corporation (§§ 1.954-1 and 1.954-2). DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn P. Kirkland, Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the regulations should be directed to R. Joseph Durbala at Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224, or at
(202)622-3634, or through the internet at *RJoseph.Durbala@irs.gov.* SUPPLEMENTARY INFORMATION: *Title:* Definition of a Controlled Foreign Corporation, Foreign Base Company Income and Foreign Personal Holding Company Income of a Controlled Foreign Corporation. *OMB Number:* 1545-1068. *Regulation Project Number:* INTL-362-88. *Abstract:* A U.S. shareholder of a controlled foreign corporation is subject to current U.S. taxation on the subpart F income of the foreign corporation, which consists of several categories of income. The election and recordkeeping requirements in the regulation are necessary to exclude certain high-taxed or active business income from subpart F income or to include certain income in the appropriate category of subpart F income. The record-keeping and election procedures allow the U.S. shareholders and the IRS to know the amount of the controlled foreign corporation's subpart F income. *Current Actions:* There is no change to this existing regulation. *Type of Review:* Extension of OMB approval. *Affected Public:* Business or other for-profit organizations. *Estimated Number of Respondents/Recordkeepers:* 50,500. *Estimated Time per Respondent/Recordkeeper:* 1 hour. *Estimated Total Annual Reporting/Recordkeeping Hours:* 50,417. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request for Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 9, 2007. Glenn P. Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2925 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Proposed Collection; Comment Request for Revenue Procedure 98-20 AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning Revenue Procedure 98-20, Certification for No Information Reporting on the Sale of a Principal Residence. DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn P. Kirkland, Internal Revenue Service, Room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the revenue procedure should be directed to R. Joseph Durbala at Internal Revenue Service, Room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224, or at
(202)622-3634, or through the internet at *RJoseph.Durbala@irs.gov.* SUPPLEMENTARY INFORMATION: *Title:* Certification for No Information Reporting on the Sale of a Principal Residence. *OMB Number:* 1545-1592. *Revenue Procedure Number:* Revenue Procedure 98-20. *Abstract:* This revenue procedure sets forth the acceptable form of the written assurances (certification) that a real estate reporting person must obtain from the seller of a principal residence to except such sale or exchange from the information reporting requirements for real estate transactions under section 6045(e)(5) of the Internal Revenue Code. *Current Actions:* There are no changes being made to the revenue procedure at this time. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Individuals or households, and business or other for-profit organizations. *Estimated Number of Respondents:* 2,300,000. *Estimated Time Per Respondent:* 10 minutes. *Estimated Total Annual Burden Hours for Respondents:* 383,000. *Estimated Number of Recordkeepers:* 90,000. *Estimated Time Per Recordkeeper:* 25 minutes. *Estimated Total Annual Burden Hours for Recordkeepers:* 37,500. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request for Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 12, 2007. Glenn P. Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2926 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service [TD 6629, LR-7] Proposed Collection; Comment Request for Regulation Project AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning an existing final regulation, LR-7 (TD 6629). Limitation on Reduction in Income Tax Liability Incurred to the Virgin Islands (§ 1.934-1). DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn Kirkland, Internal Revenue Service, room 6512, 1111 Constitution Avenue NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the regulations should be directed to Larnice Mack at Internal Revenue Service, room 6512, 1111 Constitution Avenue NW., Washington, DC 20224, or at
(202)622-3179, or through the internet at ( *Larnice.Mack@irs.gov* ). SUPPLEMENTARY INFORMATION: *Title:* Limitation on Reduction in Income Tax Liability Incurred to the Virgin Islands. *OMB Number:* 1545-0782. *Regulation Project Number:* TD 6629. *Abstract:* Internal Revenue Code section 934(a) (1954 code) provides that the tax liability incurred to the Virgin Islands shall not be reduced except to the extent provided in Code section 934(b) and (c). Taxpayers applying for tax rebates or subsidies under section 934 of the 1954 Code must provide certain information in order to obtain these benefits. *Current Actions:* There is no change to this existing regulation. *Type of Review:* Extension of currently approved collection. *Affected Public:* Individuals or households and business or other for-profit organizations. *Estimated Number of Respondents:* 500. *Estimated Time Per Respondent:* 22 minutes. *Estimated Total Annual Burden Hours:* 184. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request for Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 8, 2007. Glenn Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2927 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Proposed Collection; Comment Request for Notice 89-61 AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning Notice 89-61, Imported Substances; Rules for Filing a Petition. DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn P. Kirkland, Internal Revenue Service, Room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the information collection should be directed to Carolyn N. Brown, at
(202)622-6688, or at Internal Revenue Service, Room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224, or through the internet, at *Carolyn.N.Brown@irs.gov.* SUPPLEMENTARY INFORMATION: *Title:* Imported Substances; Rules for Filing a Petition. *OMB Number:* 1545-1117. *Notice Number:* Notice 89-61. *Abstract:* Section 4671 of the Internal Revenue Code imposes a tax on the sale or use of certain imported taxable substances by the importer. Code section 4672 provides an initial list of taxable substances and provides that importers and exporters may petition the Secretary of the Treasury to modify the list. Notice 89-61 sets forth the procedures to be followed in petitioning the Secretary. *Current Actions:* There are no changes being made to the notice at this time. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Business or other for-profit organizations. *Estimated Number of Respondents:* 100. *Estimated Time Per Respondent:* 1 hour. *Estimated Total Annual Burden Hours:* 100. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request for Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 13, 2007. Allan M. Hopkins, IRS Reports Clearance Officer. [FR Doc. E7-2929 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Proposed Collection; Comment Request for Form 8833 AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning Form 8833, Treaty-Based Return Position Disclosure Under Section 6114 or 7701(b). DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn Kirkland Internal Revenue Service, room 6512, 1111 Constitution Avenue NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the form and instructions should be directed to Larnice Mack at Internal Revenue Service, room 6512, 1111 Constitution Avenue NW., Washington, DC 20224, or at
(202)622-3179, or through the internet at ( *Larnice.Mack@irs.gov* ). SUPPLEMENTARY INFORMATION: *Title:* Treaty-Based Return Position Disclosure Under Section 6114 or 7701(b). *OMB Number:* 1545-1354. *Form Number:* 8833. *Abstract:* Taxpayers who are required by Internal Revenue Code section 6114 to disclose a treaty-based return position use Form 8833 to disclose that position. The form may also be used to make the treaty-based return position disclosure required by regulation § 301.770(b)-7(b) for “dual resident” taxpayers. Current Actions: There are no changes being made to the form at this time. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Business or other for-profit organizations and individuals or households. *Estimated Number of Respondents:* 4,000. *Estimated Time Per Respondent:* 6 hours, 25 minutes. *Estimated Total Annual Burden Hours:* 25,640. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request for Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 8, 2007. Glenn Kirkland, IRS Reports Clearance Office. [FR Doc. E7-2930 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service [REG-105170-97 and REG-112991-01] Proposed Collection; Comment Request for Regulation Project AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning an existing final regulations, REG-105170-97 (TD 8930) and REG-112991-01 (TD 9104), Credit for Increasing Research Activities (§ 1.41-8(b)). DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn P. Kirkland, Internal Revenue Service, Room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of regulations should be directed to R. Joseph Durbala at Internal Revenue Service, Room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224, or at
(202)622-3634, or through the Internet at *RJoseph.Durbala@irs.gov.* SUPPLEMENTARY INFORMATION: *Title:* Credit for Increasing Research Activities. *OMB Number:* 1545-1625. *Regulation Project Number:* REG-105170-97 and REG-112991-01. *Abstract:* These final regulations relate to the computation of the credit under section 41(c) and the definition of *qualified research* under section 41(d). These regulations are intended to provide
(1)Guidance concerning the requirements necessary to qualify for the credit for increasing research activities,
(2)guidance in computing the credit for increasing research activities, and
(3)rules for electing and revoking the election of the alternative incremental credit. *Current Actions:* There is no change to this existing regulation. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Business or other for-profit organizations. *Estimated Number of Respondents:* 5. *Estimated Time per Respondent:* 50 hours. *Estimated Total Annual Burden Hours:* 250. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request for Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 12, 2007. Glenn P. Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2931 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service [PS-260-82] Proposed Collection; Comment Request for Regulation Project AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning an existing final regulation, PS-260-82 (TD 8449), Election, Revocation, Termination, and Tax Effect of Subchapter S Status (§§ 1.1362-1 through 1.1362-7). DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn P. Kirkland, Internal Revenue Service, room 6516, 1111 Constitution Avenue NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the regulation should be directed to R. Joseph Durbala, at
(202)622-3634, or at Internal Revenue Service, room 6516, 1111 Constitution Avenue NW., Washington, DC 20224, or through the Internet, at *RJoseph.Durbala@irs.gov.* SUPPLEMENTARY INFORMATION: *Title:* Election, Revocation, Termination, and Tax Effect of Subchapter S Status. *OMB Number:* 1545-1308. *Regulation Project Number:* PS-260-82. *Abstract:* Section 1362 of the Internal Revenue Code provides for the election, termination, and tax effect of subchapter S status. Sections 1.1362-1 through 1.1362-7 of this regulation provides the specific procedures and requirements necessary to implement Code section 1362, including the filing of various elections and statements with the Internal Revenue Service. *Current Actions:* There are no changes being made to this existing regulation. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Individuals or households, business or other for-profit organizations, and farms. *Estimated Number of Respondents:* 133. *Estimated Time Per Respondent:* 2 hours, 25 minutes. *Estimated Total Annual Burden Hours:* 322. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request For Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 9, 2007. Glenn P. Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2933 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Proposed Collection; Comment Request for Form 8453-EO AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning Form 8453-EO, Exempt Organization Declaration and Signature for Electronic Filing. DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn Kirkland Internal Revenue Service, room 6512, 1111 Constitution Avenue NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the form and instructions should be directed to Larnice Mack at Internal Revenue Service, room 6512, 1111 Constitution Avenue NW., Washington, DC 20224, or at
(202)622-3179, or through the internet at *Larnice.Mack@irs.gov* . SUPPLEMENTARY INFORMATION: *Title:* Exempt Organization Declaration and Signature for Electronic Filing. *OMB Number:* 1545-1879. *Form Number:* 8453-EO. *Abstract:* Form 8453-EO is used to enable the electronic filing of Forms 990, 990-EZ, or 1120-POL. *Current Actions:* There are no changes being made to the form at this time. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Not-for-profit institutions. *Estimated Number of Respondents:* 200. *Estimated Time Per Respondent:* 5 hours, 14 minutes. *Estimated Total Annual Burden Hours:* 1,046. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request for Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 8, 2007. Glenn Kirkland, IRS Reports Clearance Office. [FR Doc. E7-2936 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service [INTL-955-86] Proposed Collection; Comment Request for Regulation Project AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning an existing final regulation, INTL-955-86 (TD 8350), Requirements for Investments to Qualify Under Section 936(d)(4) As Investments in Qualified Carribean Basin Countries (§ 1.936-10(c)). DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn P. Kirkland, Internal Revenue Service, room 6516, 1111 Constitution Avenue NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the regulation should be directed to R. Joseph Durbala at Internal Revenue Service, room 6516, 1111 Constitution Avenue NW., Washington, DC 20224, or at
(202)622-3634, or through the internet at *R.Joseph.Durbala@irs.gov.* SUPPLEMENTARY INFORMATION: *Title:* Requirements for Investments to Qualify Under Section 936(d)(4) As Investments in Qualified Carribean Basin Countries. *OMB Number:* 1545-1138. *Regulation Project Number:* INTL-955-86. *Abstract:* This regulation relates to the requirements that must be met for an investment to qualify under Internal Revenue code section 936(d)(4) as an investment in qualified Caribbean Basin countries. Income that is qualified possession source investment income is entitled to a quasi-tax exemption by reason of the U.S. possessions tax credit under Code section 936(a) and substantial tax exemptions in Puerto Rico. Code section 936(d)(4)(C) places certification requirements on the recipient of the investment and the qualified financial institution; and recordkeeping requirements on the financial institution and the recipient of the investment funds to enable the IRS to verify that the investment funds are being used properly and in accordance with the Caribbean Basin Economic Recovery Act. *Current Actions:* There is no change to this existing regulation. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Business or other for-profit organizations. *Estimated Number of Recordkeepers:* 50. *Estimated Time Per Recordkeeper:* 30 hours. *Estimated Total Annual Recordkeeping Hours:* 1,500. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request for Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 9, 2007. Glenn P. Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2938 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Proposed Collection; Comment Request for Form 8873 AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning Form 8873, Extraterritorial Income Exclusion. DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn Kirkland, Internal Revenue Service, room 6512, 1111 Constitution Avenue NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the form and instructions should be directed to Larnice Mack at Internal Revenue Service, room 6512, 1111 Constitution Avenue NW., Washington, DC 20224, or at
(202)622-3179, or through the internet at *Larnice.Mack@irs.gov* . SUPPLEMENTARY INFORMATION: *Title:* Extraterritorial Income Exclusion. *OMB Number:* 1545-1722. *Form Number:* 8873. *Abstract:* The FSC and Extraterritorial Income Exclusion Act of 2000 added section 114 to the Internal Revenue Code. Section 114 provides for an exclusion from gross income for certain transactions occurring after September 30, 2000, with respect to foreign trading gross receipts. Form 8873 is used to compute the amount of extraterritorial income excluded from gross income for the tax year. *Current Actions:* There are no changes being made to the form at this time. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Business or other for-profit organizations and individuals. *Estimated Number of Respondents:* 750,000. *Estimated Time Per Respondent:* 25 hours, 27 minutes. *Estimated Total Annual Burden Hours:* 19,087,500. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request for Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 8, 2007. Glenn Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2940 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Proposed Collection; Comment Request for Form 1128 AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning Form 1128, Application to Adopt, Change, or Retain a Tax Year. DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn P. Kirkland, Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the form and instructions should be directed to Carolyn N. Brown, at
(202)622-6688, or at Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224, or through the Internet, at *Carolyn.N.Brown@irs.gov* . SUPPLEMENTARY INFORMATION: *Title:* Application to Adopt, Change, or Retain a Tax Year. *OMB Number:* 1545-0134. *Form Number:* 1128. *Abstract:* Section 442 of the Internal Revenue Code requires that a change in a taxpayer's annual accounting period be approved by the Secretary. Under regulation section 1.442-1(b), a taxpayer must file Form 1128 to secure prior approval unless the taxpayer can automatically make the change. The IRS uses the information on the form to determine whether the application should be approved. *Current Actions:* There are no changes being made to the form at this time. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Business or other for-profit organizations, Individuals, Not-for-profit institutions, and Farms. *Estimated Number of Respondents:* 9,788. *Estimated Time per Respondent:* 23 hours, 31 minutes. *Estimated Total Annual Burden Hours:* 230,119. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request For Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 12, 2007. Glenn P. Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2943 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Proposed Collection; Comment Request for Forms 8038, 8038-G, and 8038-GC AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning Form 8038, Information Return for Tax-Exempt Private Activity Bond Issues, Form 8038-G, Information Return for Tax-Exempt Governmental Obligation, and Form 8038-GC, Information Return for Small Tax-Exempt Governmental Bond Issues, Leases, and Installment Sales. DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn P. Kirkland, Internal Revenue Service, Room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the forms and instructions should be directed to R. Joseph Durbala at Internal Revenue Service, Room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224, or at
(202)622-3634, or through the internet at *RJoseph.Durbala@irs.gov.* SUPPLEMENTARY INFORMATION: *Title:* Information Return for Tax-Exempt Private Activity Bond Issues (Form 8038), Information Return for Tax-Exempt Governmental Obligation (Form 8038-G), and Information Return for Small Tax-Exempt Governmental Bond Issues, Leases, and Installment Sales (Form 8038-GC). *OMB Number:* 1545-0720. *Form Number:* 8038, 8038-G, and 8038-GC. *Abstract:* Issuers of state or local bonds must comply with certain information reporting requirements contained in Internal Revenue Code section 149 to qualify for tax exemption. The information must be reported by the issuers about bonds issued by them during each preceding calendar quarter. Forms 8038, 8038-G, and 8038-GC are used to provide the IRS with the information required by Code section 149 and to monitor the requirements of Code sections 141 through 150. *Current Actions:* There are no changes being made to the forms at this time. *Type of Review:* Extension of a currently approved collection. *Affected Public:* State, Local or Tribal Governments and not-for-profit institutions. *Estimated Number of Respondents:* 3,816. *Estimated Time Per Response:* 34 hours, 25 minutes. *Estimated Total Annual Burden Hours:* 293,900. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request for Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 12, 2007. Glenn P. Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2945 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Proposed Collection; Comment Request for Form 8809 AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning Form 8809, Request for Extension of Time To File Information Returns. DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn Kirkland, Internal Revenue Service, room 6512, 1111 Constitution Avenue, NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the form and instructions should be directed to Larnice Mack at Internal Revenue Service, room 6512, 1111 Constitution Avenue, NW., Washington, DC 20224, or at
(202)622-3179, or through the Internet at *(Larnice.Mack@irs.gov).* SUPPLEMENTARY INFORMATION: *Title:* Request for Extension of Time To file Information Returns. *OMB Number:* 1545-1081. *Form Number:* Form 8809. *Abstract:* Form 8809 is used to request an extension of time to file Forms W-2, W-2G, 1042-S, 1098, 1099, 5498, or 8027. The IRS reviews the information contained on the form to determine whether an extension should be granted. *Current Actions:* There are no changes being made to the form at this time. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Business or other for-profit organizations, individuals, not-for-profit institutions, farms, and Federal, State, local or tribal governments. *Estimated Number of Respondents:* 50,000. *Estimated Time per Respondent:* 3 hours, 15 minutes. *Estimated Total Annual Burden Hours:* 162,500. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request for Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 8, 2007. Glenn Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2946 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Proposed Collection; Comment Request for Form 4768 AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning Form 4768, Application for Extension of Time To File a Return and/or Pay U.S. Estate (and Generation-Skipping Transfer) Taxes. DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn P. Kirkland, Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the form and instructions should be directed to R. Joseph Durbala at Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224, or at
(202)622-3634, or through the Internet at *RJoseph.Durbala@irs.gov.* SUPPLEMENTARY INFORMATION: *Title:* Application for Extension of Time To File a Return and/or Pay U.S. Estate (and Generation-Skipping Transfer) Taxes. *OMB Number:* 1545-0181. *Form Number:* 4768. *Abstract:* Form 4768 is used to request an extension of time to file an estate (and generation-skipping) tax return and/or to pay the estate (and generation-skipping) taxes and to explain why the extension should be granted. IRS uses the information to decide whether the extension should be granted. *Current Actions:* There have been changes to the layout of the form since our last submission. These changes have resulted in a decrease in burden. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Individuals and business or other for-profit organizations. *Estimated Number of Respondents:* 18,500. *Estimated Time per Respondent:* 1 hour, 40 minutes. *Estimated Total Annual Burden Hours:* 30,710. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request for Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 12, 2007. Glenn P. Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2947 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service [LR-255-81] Proposed Collection; Comment Request for Regulation Project AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning an existing final regulation, LR-255-81 (T.D. 8002), Substantiation of Charitable Contributions (§ 1.170A-13). DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn P. Kirkland, Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the information collection should be directed to R. Joseph Durbala, at
(202)622-3634, or at Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224, or through the internet, at *RJoseph.Durbala@irs.gov.* SUPPLEMENTARY INFORMATION: *Title:* Substantiation of Charitable Contributions. *OMB Number:* 1545-0754. *Regulation Project Number:* LR-255-81. *Abstract:* This regulation provides guidance relating to substantiation requirements for charitable contributions. Section 1.170A-13 of the regulation requires donors to maintain receipts and other written records to substantiate deductions for charitable contributions. *Current Actions:* There is no change to this existing regulation. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Individuals or households, and business or other for-profit organizations. *Estimated Number of Respondents:* 26,000,000. *Estimated Time per Respondent:* 5 minutes. *Estimated Total Annual Burden Hours:* 2,158,000. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request for Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 9, 2007. Glenn P. Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2949 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Proposed Collection; Comment Request for Form 1098-E AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning Form 1098-E, Student Loan Interest Statement. DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn P. Kirkland, Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the form and instructions should be directed to R. Joseph Durbala, at
(202)622-3634, or at Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224, or through the internet, at *RJoseph.Durbala@irs.gov* . SUPPLEMENTARY INFORMATION: *Title:* Student Loan Interest Statement. *OMB Number:* 1545-1576. *Form Number:* Form 1098-E. *Abstract:* Section 6050S(b)(2) of the Internal Revenue Code requires persons (financial institutions, governmental units, etc.) to report $600 or more of interest paid on student loans to the IRS and the students. Form 1098-E is used for this purpose. *Current Actions:* There are no changes being made to the form at this time. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Business or other for-profit organzations, not-for-profit institutions, and State, local or tribal governments. *Estimated Number of Respondents:* 8,761,303. *Estimated Time per Respondent:* 7 minutes. *Estimated Total Annual Burden Hours:* 1,051,357. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request for Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 9, 2007. Glenn P. Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2951 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Proposed Collection; Comment Request for Form 8879-PE AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning Form 8879-PE, IRS e-file Signature Authorization for Form 1065. DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn P. Kirkland, Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the form and instructions should be directed to R. Joseph Durbala,
(202)622-3634, at Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224, or through the internet at *RJoseph.Durbala@irs.gov* . SUPPLEMENTARY INFORMATION: *Title:* IRS e-file Signature Authorization for Form 1065. *OMB Number:* 1545-2042. *Form Number:* Form 8879-PE. *Abstract:* New Modernized e-file Form for partnerships under Internal Revenue Code sections 6109 and 6103. *Current Actions:* There is no change in the paperwork burden previously approved by OMB. This form is being submitted for renewal purposes only. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Businesses and other for-profit organizations. *Estimated Number of Respondents:* 500. *Estimated Time per Respondent:* 4 hours 3 minutes. *Estimated Total Annual Burden Hours:* 2,025. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request for Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 9, 2007. Glenn P. Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2952 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service [INTL-870-89] Proposed Collection; Comment Request for Regulation Project AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning an existing notice of proposed rulemaking, INTL-870-89, Earnings Stripping (Section 163(j)). DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn Kirkland, Internal Revenue Service, room 6516, 1111 Constitution Avenue, NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the regulations should be directed to Larnice Mack at Internal Revenue Service, room 6512, 1111 Constitution Avenue, NW., Washington, DC 20224, or at
(202)622-3179, or through the Internet at *(Larnice.Mack@irs.gov).* SUPPLEMENTARY INFORMATION: *Title:* Earnings Stripping (Section 163(j)). *OMB Number:* 1545-1255. *Regulation Project Number:* INTL-870-89. *Abstract:* Internal Revenue Code section 163(j) concerns the limitation on the deduction for certain interest paid by a corporation to a related person. This provision generally does not apply to an interest expense arising in a taxable year in which the payer corporation's debt-equity ratio is 1.5 to 1 or less. Regulation section § 1.163(j)-5(d) provides a special rule for adjusting the basis of assets acquired in a qualified stock purchase. This rule allows the taxpayer, in computing its debt-equity ratio, to elect to write off the basis of the stock of the acquired corporation over a fixed stock write-off period, instead of using the adjusted basis of the assets of the acquired corporation. *Current Actions:* There is no change to this existing regulation. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Business or other for-profit organizations. *Estimated Number of Respondents:* 2,300. *Estimated Time per Respondent:* 31 minutes. *Estimated Total Annual Burden Hours:* 1,196. The following paragraph applies to all the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request For Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 7, 2007. Glenn Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2955 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Proposed Collection; Comment Request for Form 1120-ND AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice and request for comments. SUMMARY: The Department of the Treasury, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995, Public Law 104-13 (44 U.S.C. 3506(c)(2)(A)). Currently, the IRS is soliciting comments concerning Form 1120-ND, Return for Nuclear Decommissioning Funds and Certain Related Persons. DATES: Written comments should be received on or before April 23, 2007 to be assured of consideration. ADDRESSES: Direct all written comments to Glenn Kirkland, Internal Revenue Service, room 6512, 1111 Constitution Avenue, NW., Washington, DC 20224. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the form and instructions should be directed to Larnice Mack at Internal Revenue Service, room 6512, 1111 Constitution Avenue, NW., Washington, DC 20224, or at
(202)622-3179, or through the Internet at *(Larnice.Mack@irs.gov).* SUPPLEMENTARY INFORMATION: *Title:* Return for Nuclear Decommissioning Funds and Certain Related Persons. *OMB Number:* 1545-0954. *Form Number:* 1120-ND. *Abstract:* A nuclear utility files Form 1120-ND to report the income and taxes of a fund set up by the public utility to provide cash to decommission the nuclear power plant. The IRS uses Form 1120-ND to determine if the fund income taxes are correctly computed and if an entity related to the fund or the nuclear utility must pay taxes on self-dealing, as required by Internal Revenue Code section 4951. *Current Actions:* There are no changes being made to the form at this time. *Type of Review:* Extension of a currently approved collection. *Affected Public:* Business or other for-profit organizations. *Estimated Number of Respondents:* 100. *Estimated Time per Respondents:* 32 hours, 35 minutes. *Estimated Total Annual Burden Hours:* 3,259. The following paragraph applies to all of the collections of information covered by this notice: An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless the collection of information displays a valid OMB control number. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. *Request for Comments:* Comments submitted in response to this notice will be summarized and/or included in the request for OMB approval. All comments will become a matter of public record. Comments are invited on:
(a)Whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected;
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology; and
(e)estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. Approved: February 8, 2007. Glenn Kirkland, IRS Reports Clearance Officer. [FR Doc. E7-2956 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Open Meeting of the Small Business/Self Employed—Taxpayer Burden Reduction Committee of the Taxpayer Advocacy Panel AGENCY: Internal Revenue Service
(IRS)Treasury. ACTION: Notice. SUMMARY: An open meeting of the Small Business/Self Employed—Taxpayer Burden Reduction Committee of the Taxpayer Advocacy Panel will be conducted (via teleconference). The TAP will be discussing issues pertaining to increasing compliance and lessening the burden for Small Business/Self Employed individuals. DATES: The meeting will be held Tuesday, March 27, 2007. FOR FURTHER INFORMATION CONTACT: Marisa Knispel at 1-888-912-1227 or 718-488-3557. SUPPLEMENTARY INFORMATION: Notice is hereby given pursuant to Section 10(a)(2) of the Federal Advisory Committee Act, 5 U.S.C. App.
(1988)that an open meeting of the Small Business/Self Employed—Taxpayer Burden Reduction Committee of the Taxpayer Advocacy Panel will be held Tuesday, March 27, 2007 from 12:30 pm ET to 1:30 pm ET via a telephone conference call. If you would like to have the TAP consider a written statement, please call 1-888-912-1227 or 718-488-3557, or write to Marisa Knispel, TAP Office, 10 Metro Tech Center, 625 Fulton Street, Brooklyn, NY 11201. Due to limited conference lines, notification of intent to participate in the telephone conference call meeting must be made with Marisa Knispel. Ms. Knispel can be reached at 1-888-912-1227 or 718-488-3557, or post comments to the Web site: *http://www.improveirs.org.* *The agenda will include the following:* Various IRS issues. Dated: February 13, 2007. John Fay, Acting Director, Taxpayer Advocacy Panel. [FR Doc. E7-2932 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Open Meeting of the Ad Hoc Committee of the Taxpayer Advocacy Panel AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Notice. SUMMARY: An open meeting of the Ad Hoc Committee of the Taxpayer Advocacy Panel will be conducted (via teleconference). The Taxpayer Advocacy Panel is soliciting public comments, ideas and suggestions on improving customer service at the Internal Revenue Service. DATES: The meeting will be held Thursday, March 8, 2007 at 2 p.m. ET. FOR FURTHER INFORMATION CONTACT: Inez De Jesus at 1-888-912-1227, or 954-423-7977. SUPPLEMENTARY INFORMATION: Notice is hereby given pursuant to section 10(a)(2) of the Federal Advisory Committee Act, 5 U.S.C. App.
(1988)that an open meeting of the Ad Hoc Committee of the Taxpayer Advocacy Panel will be held Thursday, March 8, 2007 at 2 p.m. ET via a telephone conference call. If you would like to have the TAP consider a written statement, please call 1-888-912-1227 or 954-423-7977, or write Inez De Jesus, TAP Office, 1000 South Pine Island Road, Suite 340, Plantation, FL 33324. Due to limited conference lines, notification of intent to participate in the telephone conference call meeting must be made with Inez De Jesus. Ms. De Jesus can be reached at 1-888-912-1227 or 954-423-7977, or post comments to the Web site: *http://www.improveirs.org.* The agenda will include: Various IRS issues. Dated: February 13, 2007. John Fay, Acting Director, Taxpayer Advocacy Panel. [FR Doc. E7-2934 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Open Meeting of the Area 1 Taxpayer Advocacy Panel (Including the States of New York, Connecticut, Massachusetts, Rhode Island, New Hampshire, Vermont and Maine) AGENCY: Internal Revenue Service
(IRS)Treasury. ACTION: Notice. SUMMARY: An open meeting of the Area 1 Taxpayer Advocacy Panel will be conducted (via teleconference). The Taxpayer Advocacy Panel is soliciting public comments, ideas and suggestions on improving customer service at the Internal Revenue Service. DATES: The meeting will be held Tuesday, March 20, 2007. FOR FURTHER INFORMATION CONTACT: Audrey Y. Jenkins at 1-888-912-1227 (toll-free), or 718-488-2085 (non toll-free). SUPPLEMENTARY INFORMATION: An open meeting of the Area 1 Taxpayer Advocacy Panel will be held Tuesday, March 20, 2007 from 9 a.m. ET to 10 a.m. ET via a telephone conference call. Individual comments will be limited to 5 minutes. If you would like to have the TAP consider a written statement, please call 1-888-912-1227 or 718-488-2085, or write Audrey Y. Jenkins, TAP Office, 10 MetroTech Center, 625 Fulton Street, Brooklyn, NY 11201. Due to limited conference lines, notification of intent to participate in the telephone conference call meeting must be made with Audrey Y. Jenkins. Ms. Jenkins can be reached at 1-888-912-1227 or 718-488-2085, or post comments to the Web site: *http://www.improveirs.org.* The agenda will include various IRS issues. Dated: February 13, 2007. John Fay, Acting Director, Taxpayer Advocacy Panel. [FR Doc. E7-2937 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF THE TREASURY Internal Revenue Service Open Meeting of the Taxpayer Assistance Center Committee of the Taxpayer Advocacy Panel AGENCY: Internal Revenue Service
(IRS)Treasury. ACTION: Notice. SUMMARY: An open meeting of the Taxpayer Assistance Center Committee of the Taxpayer Advocacy Panel will be conducted (via teleconference). The Taxpayer Advocacy Panel
(TAP)is soliciting public comments, ideas, and suggestions on improving customer service at the Internal Revenue Service. DATES: The meeting will be held Friday, March 9, 2007. FOR FURTHER INFORMATION CONTACT: Dave Coffman at 1-888-912-1227, or 206-220-6096. SUPPLEMENTARY INFORMATION: Notice is hereby given pursuant to Section 10(a)(2) of the Federal Advisory Committee Act, 5 U.S.C. App.
(1988)that an open meeting of the Taxpayer Assistance Center Committee of the Taxpayer Advocacy Panel will be held Friday, March 9, 2007 from 9 a.m. Pacific Time to 10:30 a.m. Pacific Time via a telephone conference call. If you would like to have the TAP consider a written statement, please call 1-888-912-1227 or 206-220-6096, or write to Dave Coffman, TAP Office, 915 2nd Avenue, MS W-406, Seattle, WA 98174 or you can contact us at *http://www.improveirs.org.* Due to limited conference lines, notification of intent to participate in the telephone conference call meeting must be made with Dave Coffman. Mr. Coffman can be reached at 1-888-912-1227 or 206-220-6096. The agenda will include the following: Various IRS issues. Dated: February 13, 2007. John Fay, Acting Director, Taxpayer Advocacy Panel. [FR Doc. E7-2941 Filed 2-21-07; 8:45 am] BILLING CODE 4830-01-P DEPARTMENT OF VETERANS AFFAIRS [OMB Control No. 2900-New (VA FL 22-909)] Proposed Information Collection Activity: Proposed Collection; Comment Request AGENCY: Veterans Benefits Administration, Department of Veterans Affairs. ACTION: Notice. SUMMARY: The Veterans Benefits Administration (VBA), Department of Veterans Affairs (VA), is announcing an opportunity for public comment on the proposed collection of certain information by the agency. Under the Paperwork Reduction Act
(PRA)of 1995, Federal agencies are required to publish notice in the **Federal Register** concerning each proposed collection of information, including each existing collection in use without an OMB control number, and allow 60 days for public comment in response to the notice. This notice solicits comments on the information needed to determine the beginning date to start certain dependents of veterans receiving Survivors' and Dependents' Educational Assistance
(DEA)benefits. DATES: Written comments and recommendations on the proposed collection of information should be received on or before April 23, 2007. ADDRESSES: Submit written comments on the collection of information through *http://www.Regulations.gov;* or to Nancy J. Kessinger, Veterans Benefits Administration (20M35), Department of Veterans Affairs, 810 Vermont Avenue, NW., Washington, DC 20420 or e-mail: *irmnkess@vba.va.gov* . Please refer to “OMB Control No. 2900-New (VA FL 22-909)” in any correspondence. During the comment period, comments may be viewed online through the Federal Docket Management System
(FDMS)at *http://www.Regulations.gov* . FOR FURTHER INFORMATION CONTACT: Nancy J. Kessinger at
(202)273-7079 or FAX
(202)275-5947. SUPPLEMENTARY INFORMATION: Under the PRA of 1995 (Pub. L. 104-13; 44 U.S.C. 3501-21), Federal agencies must obtain approval from the Office of Management and Budget
(OMB)for each collection of information they conduct or sponsor. This request for comment is being made pursuant to Section 3506(c)(2)(A) of the PRA. With respect to the following collection of information, VBA invites comments on:
(1)Whether the proposed collection of information is necessary for the proper performance of VBA's functions, including whether the information will have practical utility;
(2)the accuracy of VBA's estimate of the burden of the proposed collection of information;
(3)ways to enhance the quality, utility, and clarity of the information to be collected; and
(4)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or the use of other forms of information technology. *Title:* Dependents' Educational Assistance
(DEA)Election Request, VA Form Letter 22-909. *OMB Control Number:* 2900-New (VA FL 22-909). *Type of Review:* Existing collection in use without an OMB control number. *Abstract:* VA must notify eligible dependents of veterans receiving DEA benefits of their option to elect a beginning date to start their DEA benefits. VA will use the data collected on VA Form Letter 22-909 to determine the appropriate amount of benefit is payable to the claimant. *Affected Public:* Individuals or households. *Estimated Annual Burden:* 5,718 hours. *Estimated Average Burden per Respondent:* 15 minutes. *Frequency of Response:* One-time. *Estimated Annual Responses:* 22,872. Dated: February 7, 2007. By direction of the Secretary. Denise McLamb, Program Analyst Records Management Service. [FR Doc. E7-2979 Filed 2-21-07; 8:45 am] BILLING CODE 8320-01-P DEPARTMENT OF VETERANS AFFAIRS [OMB Control No. 2900-0578] Agency Information Collection Activities Under OMB Review AGENCY: Veterans Health Administration, Department of Veterans Affairs. ACTION: Notice. SUMMARY: In compliance with the Paperwork Reduction Act
(PRA)of 1995 (44 U.S.C. 3501-21), this notice announces that the Veterans Health Administration (VHA), Department of Veterans Affairs, has submitted the collection of information abstracted below to the Office of Management and Budget
(OMB)for review and comment. The PRA submission describes the nature of the information collection and its expected cost and burden and includes the actual data collection instrument. DATES: Comments must be submitted on or before March 26, 2007. ADDRESSES: Submit written comments on the collection of information through *http://www.Regulations.gov;* or to VA's OMB Desk Officer, OMB Human Resources and Housing Branch, New Executive Office Building, Room 10235, Washington, DC 20503
(202)395-7316. Please refer to “OMB Control No. 2900-0578” in any correspondence. FOR FURTHER INFORMATION CONTACT: Denise McLamb, Records Management Service (005G2), Department of Veterans Affairs, 810 Vermont Avenue, NW., Washington, DC 20420,
(202)565-8374, fax
(202)565-7870 or e-mail *denise.mclamb@mail.va.gov.* Please refer to “OMB Control No. 2900-0578.” SUPPLEMENTARY INFORMATION: *Titles:* a. Health Care for Certain Children of Vietnam Veterans—Spina Bifida and Covered Birth Defects—Regulation. b. Claim for Miscellaneous Expenses, VA Form 10-7959e. *OMB Control Number:* 2900-0578. *Type of Review:* Extension of a currently approved collection. *Abstract:* a. VA's medical regulations 38 CFR part 17 (17.900 through 17.905) establish regulations regarding provision of health care for women Vietnam veterans' children born with spina bifida and certain other covered birth defects. The information collected will be used to determine whether to approve requests for preauthorization of certain health care services and benefits for children of Vietnam veterans; the appropriateness of billings for such services; and to make decisions during the review and appeal process concerning the child's health care. b. Beneficiaries complete VA Form 10-7959e to claim payment/reimbursement of expenses related to spina bifida and certain covered birth defects. Health care providers complete standard billing forms such as: Uniform Billing-Forms
(UB)92, and HCFA 1500, Medicare Health Insurance Claims Form. Without the requested information VA will be unable to determine the correct amount to reimburse providers for their services or beneficiaries for covered expenses. An agency may not conduct or sponsor, and a person is not required to respond to a collection of information unless it displays a currently valid OMB control number. The **Federal Register** Notice with a 60-day comment period soliciting comments on this collection of information was published on November 1, 2006, at page 64339. *Affected Public:* Individuals or households, business or other for-profit, and not for profit institutions. *Estimated Total Annual Burden:* 3,400 hours. *Estimated Average Burden per Respondent:* 6 1/2 minutes. *Frequency of Response:* On occasion. *Estimated Number of Respondents:* 3,600. *Estimated Total Annual Responses:* 31,400. Dated: February 7, 2007. By direction of the Secretary. Denise McLamb, Program Analyst Records Management Service. [FR Doc. E7-2982 Filed 2-21-07; 8:45 am] BILLING CODE 8320-01-P DEPARTMENT OF VETERANS AFFAIRS [OMB Control No. 2900-0518] Agency Information Collection Activities Under OMB Review AGENCY: Veterans Benefits Administration, Department of Veterans Affairs. ACTION: Notice. SUMMARY: In compliance with the Paperwork Reduction Act
(PRA)of 1995 (44 U.S.C. 3501-21), this notice announces that the Veterans Benefits Administration (VBA), Department of Veterans Affairs, has submitted the collection of information abstracted below to the Office of Management and Budget
(OMB)for review and comment. The PRA submission describes the nature of the information collection and its expected cost and burden; it includes the actual data collection instrument. DATES: Comments must be submitted on or before March 26, 2007. ADDRESSES: Submit written comments on the collection of information through *http://www.Regulations.gov* ; or to VA's OMB Desk Officer, OMB Human Resources and Housing Branch, New Executive Office Building, Room 10235, Washington, DC 20503
(202)395-7316. Please refer to “OMB Control No. 2900-0518” in any correspondence. FOR FURTHER INFORMATION CONTACT: Denise McLamb, Records Management Service (005G2), Department of Veterans Affairs, 810 Vermont Avenue, NW., Washington, DC 20420,
(202)565-8374, fax
(202)565-7870 or e-mail *denise.mclamb@mail.va.gov.* Please refer to “OMB Control No. 2900-0518.” SUPPLEMENTARY INFORMATION: *Title:* Income Verification, VA Form 21-0161a. *OMB Control Number:* 2900-0518. *Type of Review:* Existing collection in use without an OMB control number. *Abstract:* VA Form 21-0161a is completed by employers of VA beneficiaries who have been identified has having inaccurately reported their income to VA. VA uses the data collected to determine the beneficiary's entitlement to income dependent benefits. An agency may not conduct or sponsor, and a person is not required to respond to a collection of information unless it displays a currently valid OMB control number. The **Federal Register** Notice with a 60-day comment period soliciting comments on this collection of information was published on August 15, 2006 at pages 46980-46981. *Affected Public:* Business or other for-profit, Not-for-profit institutions, Farms, Federal Government, State, Local or Tribal Government. *Estimated Annual Burden:* 15,000 hours. *Frequency of Response:* On occasion. *Estimated Number of Respondents:* 30 minutes. *Estimated Annual Responses:* 30,000. Dated: February 8, 2007. By direction of the Secretary. Denise McLamb, Program Analyst Records Management Service. [FR Doc. E7-2983 Filed 2-21-07; 8:45 am] BILLING CODE 8320-01-P DEPARTMENT OF VETERANS AFFAIRS Fund Availability Under VA Homeless Providers Grant and Per Diem Program AGENCY: Department of Veterans Affairs. ACTION: Notice. SUMMARY: The Department of Veterans Affairs
(VA)is announcing the availability of funds for applications for assistance under the Technical Assistance Grant component of VA's Homeless Providers Grant and Per Diem Program. This notice contains information concerning the program, application process, and amount of funding available. DATES: An original completed and collated grant application (plus three completed collated copies) for assistance under the VA's Homeless Providers Grant and Per Diem Program must be received in the Grant and Per Diem Field Office, by 4 p.m. Eastern Time on April 4, 2007. Applications submitted through Grants.gov will be the only electronic format accepted. Applications may not be sent by facsimile
(FAX)or other electronic means (e-mail). In the interest of fairness to all competing applicants, this deadline is firm as to date and hour, and VA will treat as ineligible for consideration any application that is received after the deadline. This includes applications through Grants.gov. Applicants should take this practice into account and make early submission of their material to avoid any risk of loss of eligibility brought about by electronic transmission problems, unanticipated delays or other delivery-related problems. For a Copy of the Application Package: Download directly from VA's Grant and Per Diem Program Web page at: *http://www.va.gov/homeless/page.cfm?pg=3* or call the Grant and Per Diem Program at (toll-free) 1-877-332-0334. In this package is information on Grants.gov submission should applicants so desire. For a document relating to the VA's Homeless Providers Grant and Per Diem Program, see the Final Rule codified at 38 CFR Part 61.0. Submission of Application: An original completed and collated grant application (plus three copies) must be submitted to the following address: VA Homeless Providers Grant and Per Diem Field Office, 10770 N. 46th Street, Suite C-200, Tampa, FL 33617. Applications must be received in the Grant and Per Diem Field office by the application deadline. This includes applications submitted through Grants.gov. Applications must arrive as a complete package. Materials arriving separately will not be included in the application package for consideration and may result in the application being rejected or not funded. FOR FURTHER INFORMATION CONTACT: Dr. Guy Liedke, VA Homeless Providers Grant and Per Diem Program, Department of Veterans Affairs, 10770 North 46th Street, Suite C-200, Tampa FL 33617; (toll-free) 1-877-332-0334. SUPPLEMENTARY INFORMATION: This notice announces the availability of funds for assistance under VA's Homeless Providers Grant and Per Diem Program for eligible non-profit entities with expertise in preparing grant applications relating to the provision of assistance for homeless veterans to: Provide technical assistance to those non-profit community-based groups with experience in providing assistance to homeless veterans in order to help such groups apply for grants under the Final Rule, published in the **Federal Register** , September 26, 2003, or to apply for other grants from any source for addressing the problems of homeless veterans. The Veterans Benefit, Health Care and Information Technology Act of 2006, Public Law 109-461, § 703 and § 707 respectively, authorizes this program. Funding applied for under this notice may be used for:
(a)Group or individual seminars providing general instructions concerning grant applications;
(b)Group or individual seminars providing instructions for applying for a specific grant; or
(c)Group or individual instruction for preparing analyses to be included in a grant application. Seminars (course of instruction) may be delivered in electronic, face-to-face and correspondence methodologies ( *e.g.* , Internet-based training, video teleconferencing, computer media such as CD or disk). Entities that are interested in providing technical assistance should be aware that historically the Grant and Per Diem Program office receives over 1,200 nationwide inquiries per Notice of Fund Availability
(NOFA)from prospective applicants. It is estimated that an additional 1,000 inquiries are received nationwide at VA Medical Center Homeless Programs. From these inquiries, VA has seen an increase in the number of applicants each year. Approximately 100 to 300 applications per funding round have been received in past responses to (NOFAs under VA's Homeless Providers Grant and Per Diem Program. Additionally, faith-based organizations that are capable of providing supported housing and/or supportive service center services for homeless veterans have figured prominently into the mix of non-profit organizations seeking funding. Those entities applying to provide technical assistance should consider not only the numbers, but the diversity of the service providers seeking assistance when establishing their service plans. The applicant for this funding will be expected to develop an integrated technical assistance plan, using funds for purposes as specified in this NOFA, the objectives of the program rules and regulations, as well as the intent of Public Law 107-95 to offer technical assistance to agencies in their-specified target area. Applicants should take note that they will be held accountable to provide to VA documentation that demonstrates the objectives of technical training are being met throughout the course of the award cycle, and documentation that clearly demonstrates the completion of technical assistance objectives were met, cumulatively, at the end of the funding period. Also, VA intends to conduct both periodic fiscal and performance reviews of the awarded agency(s). The technical assistance should not only raise the awareness of providers regarding the availably of funds to assist homeless veterans, but also increase providers' proficiency in applying for and managing funds to assist homeless veterans. Applicants should take the aforementioned into consideration when developing a technical assistance plan. Outcomes measure that are specific and measurable should be an integral part of the technical assistance plan that is submitted in the application. Grant applicants may not receive assistance to replace funds provided by any State or local government for the same purpose. *Authority:* VA's Homeless Providers Grant and Per Diem Program and Special Need Grant are authorized by Public Law 109-461, § 703 and § 707 respectively, the law is known as the Veterans Benefit, Health Care and Information Technology Act of 2006, codified at 38 U.S.C. 2011, 2012, 2061, 2064. The program is implemented by the Final Rule codified at 38 CFR Part 61.0. The Final Rule was published in the **Federal Register** on September 26, 2003, the regulations can be found in their entirety in 38 CFR 61.0 through 61.82. Funds made available under this Notice are subject to the requirements of those regulations. *Allocation:* Approximately $2 million is available for the technical assistance grant component of this program. Funding will be for a period not to exceed 2 years from the date of award. Not more than $500,000.00 per year per technical assistance provider will be awarded. *Funding Priorities:* With increased oversight of grantees in the VA Grant and Per Diem Program, as well as all Federal programs, it is imperative that when preparing grant applications, potential applicants are provided technical assistance on what is necessary to ensure proper compliance with the grant application as written. In order to target specific voids of information as related by past Grant and Per Diem applicants, VA establishes the following funding priorities: *Funding priority 1* . Eligible entities that will provide all of the following specific technical assistance activities annually in the quantity indicated or greater per year will be placed in funding priority one. The activities are:
(a)25 national presentations to potential grantees with regard to providing measurable objectives;
(b)25 one-on-one project planning sessions that are consistent with the ability of the grantee to meet their objectives and deliver the housing and or services as stated in their grant applications;
(c)12 on-site grant management systems reviews with emphasis on proper grant project outcome documentation; and
(d)25 national presentations to non-profit grantees and potential grantees regarding Office of Budget and Management
(OMB)grant management circulars. With this criteria, of those eligible entities in the first funding priority that are legally fundable, the highest scoring applicant will be funded first, followed by the second highest scoring applicant until $2 million is funded. Of this group, not more than one
(1)Technical assistance grant will be awarded to the same technical assistance recipient (defined by tax identification number). Using the guidance above, should the goal not be met and if funding is still available, remaining funding will go to the second funding priority. *Funding priority 2* . Should funding still be available, eligible entities providing general technical assistance activities as stated in the regulations will be placed in the second funding priority. Of this group, not more than one
(1)Technical assistance grant will be awarded to the same technical assistance recipient (defined by tax identification number). Of those eligible entities in the second funding priority, that are legally fundable, the highest scoring applicants will be funded first until funding is expended. *Application Requirements:* The specific grant application requirements will be specified in the application package. The package includes all required forms and certifications. Selections will be made based on criteria described in the application. Applicants who are selected will be notified of any additional information needed to confirm or clarify information provided in the application. Applicants will then be notified of the time in which to submit such information. If an applicant is unable to meet any conditions for grant award within the specified time frame, VA reserves the right to not award funds and to use the funds available for other Grant and Per Diem applicants. Dated: February 16, 2007. R. James Nicholson, Secretary of Veterans Affairs. [FR Doc. E7-3020 Filed 2-21-07; 8:45 am] BILLING CODE 8320-01-P DEPARTMENT OF VETERANS AFFAIRS Fund Availability Under the VA Homeless Providers Grant and Per Diem Program AGENCY: Department of Veterans Affairs. ACTION: Notice. SUMMARY: The Department of Veterans Affairs is announcing the availability of funds for applications for assistance under the “Per Diem Only” component of VA's Homeless Providers Grant and Per Diem Program. This Notice contains information concerning the program, funding priorities, application process and amount of funding available. DATES: An original completed and collated grant application (plus three completed collated copies) for assistance under the VA's Homeless Providers Grant and Per Diem Program must be received in the Grant and Per Diem Field Office, by 4 p.m. Eastern Time on *April 4, 2007.* Applications may not be sent by facsimile (FAX). In the interest of fairness to all competing applicants, this deadline is firm as to date and hour, and VA will treat as ineligible for consideration any application that is received after the deadline. Applicants should take this practice into account and make early submission of their material to avoid any risk of loss of eligibility brought about by unanticipated delays or other delivery-related problems. *For a copy of the Application Package:* Download directly from VA's Homeless Providers Grant and Per Diem Program webpage at: *http://www.va.gov/homeless/page.cfm?pg=3* or call the Grant and Per Diem Program at (toll-free) 1-877-332-0334. In this package is information on Grants.gov submission should applicants so desire. For a document relating to the VA Homeless Providers Grant and Per Diem Program, see the Final Rule published in the **Federal Register** on September 26, 2003. *Submission of Application:* An original completed and collated grant application (plus three copies) must be submitted to the following address: VA Homeless Providers Grant and Per Diem Field Office, 10770 N. 46th Street, Suite C-200, Tampa, FL 33617. Applications must be received in the Grant and Per Diem Field Office by the application deadline. This includes applications submitted through Grants.gov. Applications must arrive as a complete package. Materials arriving separately will not be included in the application package for consideration and may result in the application being rejected or not funded. FOR FURTHER INFORMATION CONTACT: Dr. Guy Liedke, VA Homeless Providers Grant and Per Diem Program, Department of Veterans Affairs, 10770 N. 46th Street, Suite C-200, Tampa, FL 33617; (toll-free) 1-877-332-0334. SUPPLEMENTARY INFORMATION: This Notice announces the availability of funds for assistance under VA's Homeless Providers Grant and Per Diem Program for eligible programs that have not previously applied for or received per diem in connection with a grant ( *see* 38 CFR 61.1 through 61.82). Funding applied for under this Notice is authorized by Pub. L. 109-461, § 703, known as the Veterans Benefit, Health Care and Information Technology Act of 2006, *codified at 38* U.S.C. 2011, 2012, 2061, 2064, and may be used for aid for supportive housing. Service Centers will not be funded in this NOFA. Funding will be in the form of per diem payments issued to eligible entities for the period beginning on July 1, 2007, and are subject to availability of funds and the recipients' compliance with 38 CFR 61.1 through 61.82. For eligibility criteria please refer to Final Rule published in the **Federal Register** on September 26, 2003, 38 CFC 61.30, 61.31, and 61.32. As these “Per Diem Only” projects are currently serving homeless veterans, VA expects that it will take no longer than 90 days from the date of award for projects to be inspected and become operational for receiving per diem. Failure to meet the 90-day milestone may result in the grant being terminated. Capital grant recipients who received capital grant funding under VA's Homeless Providers Grant and Per Diem Program in years 1994 through 2006 for acquisition, renovation or new construction should not respond to this NOFA. Per diem for those portions of their programs that were created with capital grant funds is requested in the capital grant application and paid at the time of capital grant project completion and inspection. Previous “Per Diem Only” recipients that renewed their PDO grants in 2005 need not reapply. VA is pleased to issue this Notice of Fund Availability
(NOFA)for the Homeless Providers Grant and Per Diem Program as part of the effort to end chronic homelessness among our nation's veterans. The Department expects to create 1000 beds under this NOFA. Funding available under this NOFA is being offered to help offset the operating expenses of existing state and local governments, Indian Tribal governments, faith-based, and community-based organizations that are capable of providing supported housing and/or supportive service center services for homeless veterans. The District of Columbia, the Commonwealth of Puerto Rico, any territory or possession of the United States, may be considered eligible entities under the definition of “State” in the 38 CFR 61.1 Definitions. It should be noted that VA payment is limited to the applicant's cost of care per eligible veteran, minus other sources of payments to the applicant for furnishing services to homeless veterans up to the per-day rate VA pays for State Home Domiciliary care. Awardees will be required to support their request for per diem payment with adequate fiscal documentation as to program income and expenses. Interested organizations should know that the vast majority of homeless veterans in this country suffer from mental illness or substance abuse disorders or are dually diagnosed with both mental illness and substance abuse disorders. In addition, many homeless veterans have serious medical problems. Collaboration with VA medical centers, VA community-based outpatient clinics or other health care providers is an important aspect of assuring that homeless veterans have access to appropriate health care services. It is important to be aware that VA places great emphasis on responsibility and accountability. VA has procedures in place to monitor services provided to homeless veterans and outcomes associated with the services provided in grant and per diem-funded programs. VA is also implementing new procedures to further this effort. Applicants should be aware of the following: All awardees that are conditionally selected in response to *this NOFA* must meet the Life Safety Code of the National Fire and Protection Association as it relates to their specific facility. VA will conduct an inspection prior to awardees being able to submit request for payment to ensure this requirement is met. Each per diem-funded program will have a liaison appointed from a nearby VA medical facility to provide oversight and monitor services provided to homeless veterans in the per diem-funded program. Monitoring will include at least an annual review of each per diem program's progress toward meeting internal goals and objectives in helping veterans attain housing stability, adequate income support, and self sufficiency as identified in each per diem program's original application. Monitoring will also include a review of the agency's income and expenses as they relate to this project to ensure per diem payment is accurate. Each per diem-funded program will participate in VA's national program monitoring and evaluation system administered by VA's Northeast Program Evaluation Center (NEPEC). It is the intention of VA to develop specific performance targets with respect to housing for homeless veterans. NEPEC's monitoring procedures will be used to determine successful accomplishment of these housing outcomes for each per diem-funded program. VA encourages all eligible and interested entities to review this NOFA and consider applying for funds to provide service for homeless veterans. Authority: VA's Homeless Providers Grant and Per Diem Program is authorized by Pub. L. 109-461, § 703, known as the Veterans Benefit, Health Care and Information Technology Act of 2006, *codified* at 38 U.S.C. 2011, 2012, 2061, 2064. The program is implemented by the Final Rule codified at 38 CFR Part 61.0. The Final Rule was published in the **Federal Register** on September 26, 2003, the regulations can be found in their entirety in 38 CFR 61.0 through 61.82. Funds made available under this Notice are subject to the requirements of those regulations. *Allocation:* Approximately $10 million annually is available for the per diem only award component of this program. This funding is subject to the availability of funds, and will be available so long as recipients meet the requirements of 38 CFR 61.1 through 61.82. *Funding Priorities:* VA establishes the following funding priorities in order to bolster capacity for populations in areas that are underserved by the Homeless Providers Grant and Per Diem Program. Specifically, VA is seeking programs that are not necessarily women-specific, but in the course of daily operations serve women veterans with care of dependent children, and provide them with an opportunity to secure funding to offer services to this population. VA is not seeking to create large women-specific programs, rather small niche housing and services for this underserved population in both urban and rural areas. *Example:* In the course of providing daily services a homeless provider serves 2-5 homeless veteran women with care of dependent children. This provider would create a small program that would supply appropriate housing and services to this population. In this round of “Per Diem Only” funding, VA expects to award funding for approximately 1,000 community-based supported housing beds. *Funding priority 1.* Those programs that are not necessarily women-specific, but in the course of daily operations serve women veterans with care of dependent children and will create a niche program to serve this population. The applicant must clearly demonstrate, in the need section of the application, the number of beds for the women veterans and the number of beds for their dependent children. With this in mind, applicants are reminded that VA may only pay per diem for the women veteran—not the dependent children. Based on the total number of beds expected to be funded in this round, approximately 150 of the 1,000 beds expected to be funded) from eligible entities whose projects will provide housing and services specifically to homeless women veterans, with care of dependent children will be selected as the first funding priority. Of those eligible entities in the first funding priority, that are legally fundable, the highest scoring applicants will be funded first, followed by the second highest scoring applicants, until enough projects totaling approximately 150 beds for women are identified for funding. Applicants not selected in this priority will be placed in the second funding priority. Should the projected 150 bed total not be reached, remaining beds and funding will be placed in the second funding priority. *Funding priority 2.* Finally, VA is encouraging interested, state and local governments, Indian tribal governments, faith-based, and community-based organizations to apply for funding under this NOFA to serve all homeless veterans populations. Based on the total number of beds expected to be funded in this round, approximately 850 beds will be funded in this priority. Of those eligible entities that are legally fundable, the highest-ranked applications for which funding is available, will be selected for eligibility to receive per diem payment in accordance with their ranked order until enough projects totaling approximately 850 beds are identified for funding or until funding is expended. *Methodology:* VA will review all non-capital grant recipients in response to this notice of funding availability. Then, VA will group the applicants into the funding priorities categories. Applicants will then be ranked within their respective funding category based on score and any ranking criteria set forth in that funding category, only if the applicant scores at least 500 cumulative points from paragraphs
(e)and
(i)of 38 CFR 61.13. The highest-ranked application for which funding is available, within the highest funding category, will be conditionally selected for eligibility to receive per diem payment in accordance with their ranked order until VA reaches the projected bed totals for each category. If funds are still available after selection of those applications in the highest priority group, VA will continue to conditionally select applicants in lower priority categories in accordance with the selection method set forth in the Interim Final Rule Sec. 61.32. *Application Requirements:* The specific grant application requirements will be specified in the application package. The package includes all required forms and certifications. Selections will be made based on criteria described in the application, Interim Final Rule, and NOFA. Applicants who are selected will be notified of any additional information needed to confirm or clarify information provided in the application. Applicants will then be notified of the deadline to submit such information. If an applicant is unable to meet any conditions for grant award within the specified time frame, VA reserves the right to not award funds and to use the funds available for other grant and per diem applicants. Dated: February 16, 2007. R. James Nicholson, Secretary of Veterans Affairs. [FR Doc. E7-3024 Filed 2-21-07; 8:45 am] BILLING CODE 8320-01-P DEPARTMENT OF VETERANS AFFAIRS Fund Availability Under VA Homeless Providers Grant and Per Diem Program AGENCY: Department of Veterans Affairs. ACTION: Notice. SUMMARY: The Department of Veterans Affairs
(VA)is announcing the availability of funds for currently operational VA Homeless Providers Grant and Per Diem
(GPD)providers to make applications for assistance under the Special Need Grant Component of VA's GPD Program. The focus of this Notice of Fund Availability
(NOFA)is to encourage new applicants to create new projects that will deliver services to the homeless Special Need veteran population. This Notice contains information concerning the program, application process, and amount of funding available. Note: Current Special Need providers should not respond to this NOFA. Renewal funding is being offered under a separate NOFA. DATES: An original completed grant application (plus three completed collated copies) for each project seeking assistance under the VA's GPD Program Special Need Grant Component must be received in the Grant and Per Diem Field Office, by 4:00 p.m. Eastern Time on April 4, 2007. Applications submitted through Grants.gov will be the only electronic format accepted. Applications may not be sent by facsimile
(FAX)or other electronic means (e-mail). In the interest of fairness to all competing applicants, this deadline is firm as to date and hour, and VA will treat as ineligible for consideration any application that is received after the deadline. This includes applications through Grants.gov. Applicants should take this practice into account and make early submission of their material to avoid any risk of loss of eligibility brought about by electronic transmission problems, unanticipated delays or other delivery-related problems. *For a Copy of the Application Package:* Download directly from VA's Grant and Per Diem Program Web page at: *http://www.va.gov/homeless/page.cfm?pg=3* or call the Grant and Per Diem Program at (toll-free) 1-877-332-0334. In this package is information on Grants.gov submission should applicants so desire. For a document relating to the VA's GPD Program, see the Final Rule codified at 38 CFR Part 61.0. *Submission of Application:* An original completed and collated grant application (plus three copies) for each project must be submitted to the following address: VA Homeless Providers Grant and Per Diem Field Office, 10770 N. 46th Street, Suite C-200, Tampa, FL 33617. Applications must be received in the Grant and Per Diem Field Office by the application deadline. This includes applications submitted through Grants.gov. Applications must arrive as a complete package. Materials arriving separately will not be included in the application package for consideration. If all materials are not included in the application package, it may result in the application being rejected or not funded. FOR FURTHER INFORMATION CONTACT: Dr. Guy Liedke, VA Homeless Providers Grant and Per Diem Program, Department of Veterans Affairs, 10770 N. 46th Street, Suite C-200, Tampa, FL 33617; (toll-free) 1-877-332-0334. SUPPLEMENTARY INFORMATION: This Notice announces the availability of funds for assistance under VA's GPD Program for currently operational Grant and Per Diem providers to obtain grant assistance with additional operational costs that would not otherwise be incurred but for the fact that the recipient is providing supportive housing beds and services for the Special Needs of the following homeless veteran populations: Seriously Mentally Ill Women, including women who have care of minor dependents; Frail elderly; or Terminally Ill. Definitions of these populations are contained in 38 CFR 61.1 Definitions. Eligible applicants should review these definitions to ensure their proposed populations meet the specific requirements. VA is pleased to issue this NOFA for the Homeless Providers Grant and Per Diem Program as part of the effort to end chronic homelessness among our Nation's veterans. Funding applied for under this Notice may be used for: The provision of service, operation, or personnel to facilitate the following with regard to the targeted group: Seriously Mentally Ill:
(1)Help participants join in and engage with the community;
(2)Facilitate reintegration with the community and provide services that may optimize reintegration such as life-skills education, recreational activities, and follow-up case management;
(3)Ensure that participants have opportunities and services for re-establishing relationships with family;
(4)Ensure adequate supervision, including supervision of medication and monitoring of medication compliance; and
(5)Provide opportunities for participants, either directly or through referral, to obtain other services particularly relevant for a seriously mentally ill population, such as vocational development, benefits management, fiduciary or money management services, medication compliance, and medication education. Women, including women who have care of minor dependents:
(1)Ensure transportation for women and their children, especially for health care and educational needs;
(2)Provide directly or offer referrals for adequate and safe child care;
(3)Ensure children's health care needs are met, especially age-appropriate wellness visits and immunizations; and
(4)Address safety and security issues including segregation procedures from other program participants if deemed appropriate. Frail Elderly:
(1)Ensure the safety of the residents in the facility to include preventing harm and exploitation;
(2)Ensure opportunities to keep residents mentally and physically agile to the fullest extent through the incorporation of structured activities, physical activity, and plans for social engagement within the program and in the community;
(3)Provide opportunities for participants to address life transitional issues and separation and/or loss issues;
(4)Provide access to assistance devices such as walkers, grippers, or other devices necessary for optimal functioning;
(5)Ensure adequate supervision, including supervision of medication and monitoring of medication compliance; and
(6)Provide opportunities for participants either directly or through referral for other services particularly relevant for the frail elderly, including services or programs addressing emotional, social, spiritual, and generative needs. Terminally Ill:
(1)Help participants address life-transition and life-end issues;
(2)Ensure that participants are afforded timely access to hospice services;
(3)Provide opportunities for participants to engage in “tasks of dying,” or activities of “getting things in order” or other therapeutic actions that help resolve end-of-life issues and enable transition and closure;
(4)Ensure adequate supervision including supervision of medication and monitoring of medication compliance; and
(5)Provide opportunities for participants either directly or through referral for other services, particularly relevant for terminally ill such as legal counsel and pain management. VA is seeking, through this NOFA, to provide an opportunity to currently operational Grant and Per Diem providers that are located in areas where Special Need project collaboration with the local VA is not feasible due to geographic distance, in small urban or rural areas, or where the Special Need population is relatively small, yet in need of these services. VA is seeking these new projects to create a unique service niche for these less addressed Special Needs veteran populations. No part of a Special Need grant may be used for any purpose that would change significantly the scope of the specific grant and per diem project for which a Capital Grant and Per Diem was awarded. As a part of the review process, VA will review the original project listed in the Special Need application to ensure significant scope changes do not occur—displacing other homeless veteran populations. VA may reject for Special Need Funding, those applications that significantly alter the original scope (38 CFR 61.62). A separate Special Need application is required for each previously funded Grant and Per Diem project (identified by unique project number; see Application Requirements in this NOFA). Special Need funding may not be used for capital improvements or to purchase vans or real property. However, the leasing of vans or real property may be acceptable. Questions regarding acceptability should be directed to VA's Grant and Per Diem Field Office (at the number listed above). Applicants may not receive Special Need assistance to replace funds provided by any Federal, state or local government agency or program to assist homeless persons. *Authority:* VA's Homeless Providers Grant and Per Diem Program and Special Need Grant are authorized by Public Law 109-461, § 703 and § 706 respectively, the law is known as the Veterans Benefit, Health Care and Information Technology Act of 2006, codified at 38 U.S.C. 2011, 2012, 2061, 2064. The program is implemented by the Final Rule codified at 38 CFR Part 61.0. The final rule was published in the **Federal Register** on September 26, 2003, the regulations can be found in their entirety in 38 CFR 61.0 through 61.82. Funds made available under this Notice are subject to the requirements of those regulations. *Allocation:* Approximately $6 million is available for Special Need GPD grant component of this program. Funding will be for a period beginning on January 1, 2008 and ending on September 30, 2009. Based on the amount of funding available the maximum allowable funding to any one operational Grant and Per Diem Special Need recipient under this NOFA will be $450,000.00 per project, for the specified time. The goal is to create new Special Need services for these homeless veterans' populations. It is important to be aware that VA places great emphasis on responsibility and accountability. VA has procedures in place to monitor services provided to homeless veterans and outcomes associated with the services provided in Grant and Per Diem-funded programs. Applicants should be aware of the following: VA per diem payment is limited to the applicant's cost of care per eligible veteran minus other sources of payments to the applicant for furnishing services to homeless veterans up to the per day rate VA pays for State Home Domiciliary care. Additionally, potential applicants should take into consideration, “Grant recipients that concurrently receive Per Diem and Special Needs payments shall not be paid more than 100 percent of the cost for the bed per day, product, operation, personnel, or service provided” (38 CFR 61.61(h)). Awardees will be required to support their request for Per Diem and Special Needs payments with adequate fiscal documentation as to program income and expenses. All awardees that are conditionally selected in response to *this NOFA* must meet the Life Safety Code of the National Fire and Protection Association as it relates to their specific facility. VA will conduct an inspection or review a current inspection prior to awardees being able to submit request for payment to ensure this requirement is met. Each grant awardee will have the VA liaison that was appointed for its corresponding Grant and Per Diem program monitor services to ensure the Special Need grant is being met and will include at least an annual review of each program's progress toward meeting internal goals and objectives in helping the Special Need homeless veterans as identified in each applicant's original Special Need application. Monitoring for all participants will include a review of the agency's income and expenses as they relate to this project to ensure Per Diem and Special Need payments are accurate. Monitoring of Homeless Special Need participants and services provided by Grant and Per Diem recipients will be accomplished according to the Northeast Program Evaluation Center (NEPEC) procedure. These monitoring procedures will be used to determine successful accomplishment of outcomes for each collaborative partnership. *Funding Priorities:* None. *Agreement and Funding Actions:* Conditionally selected applicants will complete a funding agreement with VA in accordance with 38 CFR 61.61 and provide any additional information as required by VA. Upon signature by the Secretary or designated representative, final selection will be completed. Funding for operational Grant and Per Diem applicants that are finally selected will not exceed the period specified in this NOFA. A condition to obtain the Special Need grant is for the applicant to maintain the original (grant or per diem) program for which the Special Need grant is sought. *Application Requirements:* A separate application is needed for each project number which you are requesting Special Needs funding. A project number is the last two digits of the year funded, the sequence the application was received, and the state abbreviation for the project location, ( *i.e.* , 00-125-MA would have been funded in the year 2000, the 125th application received, and the project is located in Massachusetts). If you do not know your project number call VA's Grant and Per Diem Field Office (toll-free) at 1-877-332-0334. The package includes the applicant's required forms and certifications. Selections will be made based on criteria described in the application and additional information as specified in this NOFA. Applicants who are selected will be notified of any further additional information needed to confirm or clarify information provided in the application. Applicants will then be notified of the deadline to submit such information. If an applicant is unable to meet any conditions for grant award within the specified time frame, VA reserves the right to not award funds and to use the funds available for other grant and per diem applicants. Dated: February 16, 2007. R. James Nicholson, Secretary of Veterans Affairs. [FR Doc. E7-3029 Filed 2-21-07; 8:45 am] BILLING CODE 8320-01-P DEPARTMENT OF VETERANS AFFAIRS Fund Availability Under VA Homeless Providers Grant and Per Diem Program AGENCY: Department of Veterans Affairs. ACTION: Notice. SUMMARY: The Department of Veterans Affairs
(VA)is announcing the availability of funds for currently operational VA Grant and Per Diem Special Need Grant Recipients in conjunction with their collaborative VA Special Need partners to make re-applications for assistance under the Special Need grant component of VA's Homeless Providers Grant and Per Diem
(GPD)Program. The focus of this Notice of Fund Availability
(NOFA)is to encourage applicants to continue to deliver services to the homeless Special Need veteran population. This Notice contains information concerning the program, application process, and amount of funding available. DATES: An original completed grant application (plus three completed collated copies) for each project seeking assistance under the VA's Homeless Providers Grant and Per Diem Program Special Need grant component must be received in the Grant and Per Diem Field Office, by 4 p.m. Eastern Time on April 4, 2007. Applications submitted through Grants.gov will be the only electronic format accepted. Applications may not be sent by facsimile
(FAX)or other electronic means (e-mail). In the interest of fairness to all competing applicants, this deadline is firm as to date and hour, and VA will treat as ineligible for consideration any application that is received after the deadline. This includes applications through Grants.gov. Applicants should take this practice into account and make early submission of their material to avoid any risk of loss of eligibility brought about by electronic transmission problems, unanticipated delays or other delivery-related problems. *For a Copy of the Application Package:* Download directly from VA's Grant and Per Diem Program Web page at: *http://www.va.gov/homeless/page.cfm?pg=3* or call the Grant and Per Diem Program at (toll-free) 1-877-332-0334. In this package is information on Grants.gov submission should applicants so desire. For a document relating to the VA's Homeless Providers Grant and Per Diem Program, see the Final Rule codified at 38 CFR Part 61.0. *Submission of Application:* An original completed and collated grant application (plus three copies) for each project must be submitted to the following address: VA Homeless Providers Grant and Per Diem Field Office, 10770 N. 46th Street, Suite C-200, Tampa, FL 33617. Applications must be received in the Grant and Per Diem Field office by the application deadline. Applications must arrive as a complete package. Materials arriving separately will not be included in the application package for consideration. If all materials are not included in the application package, this may result in the application being rejected or not funded. FOR FURTHER INFORMATION CONTACT: Dr. Guy Liedke, VA Homeless Providers Grant and Per Diem Program, Department of Veterans Affairs, 10770 N. 46th Street, Suite C-200, Tampa, FL 33617; (toll-free) 1-877-332-0334. SUPPLEMENTARY INFORMATION: This Notice announces the availability of funds for assistance under VA's Homeless Providers Grant and Per Diem Program for currently operational Grant and Per Diem Special Need recipients and their collaborative VA partners to obtain grant assistance with additional operational costs that would not otherwise be incurred but for the fact that the recipient is providing supportive housing beds and services or at service centers for the Special Needs of the centers for the following homeless veteran populations: Chronically mentally ill; Women, including women who have care of minor dependents; Frail elderly; or Terminally ill. Definitions of these populations are contained in 38 CFR 61.1 Definitions. Eligible applicants should review these definitions to ensure their proposed populations meet the specific requirements. VA is pleased to issue this NOFA for the Homeless Providers Grant and Per Diem program as a part of the effort to end chronic homelessness among our Nation's veterans. Funding applied for under this Notice may be used for: the provision of service, operation, or personnel to facilitate the following with regard to the targeted group: Chronically Mentally Ill:
(1)Help participants join in and engage with the community;
(2)Facilitate reintegration with the community and provide services that may optimize reintegration such as life-skills education, recreational activities, and follow up case management;
(3)Ensure that participants have opportunities and services for re-establishing relationships with family;
(4)Ensure adequate supervision, including supervision of medication and monitoring of medication compliance; and
(5)Provide opportunities for participants, either directly or through referral, to obtain other services particularly relevant for a chronically mentally ill population, such as vocational development, benefits management, fiduciary or money management services, medication compliance, and medication education. Women, including women who have care of minor dependents:
(1)Ensure transportation for women and their children, especially for health care and educational needs;
(2)Provide directly or offer referrals for adequate and safe child care;
(3)Ensure children's health care needs are met especially age appropriate wellness visits and immunizations; and
(4)Address safety and security issues including segregation procedures from other program participants if deemed appropriate. Frail Elderly:
(1)Ensure the safety of the residents in the facility to include preventing harm and exploitation;
(2)Ensure opportunities to keep residents mentally and physically agile to the fullest extent through the incorporation of structured activities, physical activity, and plans for social engagement within the program and in the community;
(3)Provide opportunities for participants to address life transitional issues and separation and/or loss issues;
(4)Provide access to assistance devices such as walkers, grippers, or other devices necessary for optimal functioning;
(5)Ensure adequate supervision, including supervision of medication and monitoring of medication compliance; and
(6)Provide opportunities for participants either directly or through referral for other services particularly relevant for the frail elderly, including services or programs addressing emotional, social, spiritual, and generative needs. Terminally Ill:
(1)Help participants address life-transition and life-end issues;
(2)Ensure that participants are afforded timely access to hospice services;
(3)Provide opportunities for participants to engage in “tasks of dying,” or activities of “getting things in order” or other therapeutic actions that help resolve end of life issues and enable transition and closure;
(4)Ensure adequate supervision including supervision of medication and monitoring of medication compliance; and
(5)Provide opportunities for participants either directly or through referral for other services particularly relevant for terminally ill such as legal counsel and pain management. VA is seeking, through this NOFA, to renew previous grant and per diem Special Need providers and their VA collaborative partners to continue to serve the Special Need veteran populations. No part of a Special Need grant may be used for any purpose that would change significantly the scope of the specific Grant and Per Diem project for which a Capital Grant and Per Diem was awarded. As a part of the review process, VA will review the original project listed in the Special Need application to ensure significant scope changes do not occur—displacing other homeless veteran populations. VA may reject for Special Need Funding those applications that significantly alter the original scope (38 CFR 61.62). A separate Special Need application is required for each previously funded Grant and Per Diem project (identified by unique project number (see Application Requirements in this NOFA). Special Need funding may not be used for capital improvements or to purchase vans or real property. However, the leasing of vans or real property may be acceptable. Questions regarding acceptability should be directed to VA's Grant and Per Diem Field Office (at the number listed above). Applicants may not receive Special Need assistance to replace funds provided by any Federal, state or local government agency or program to assist homeless persons. *Authority:* VA's Homeless Providers Grant and Per Diem Program and Special Need Grant are authorized by Public Law 109-461, § 703 and § 706 respectively, the law is known as the Veterans Benefit, Health Care and Information Technology Act of 2006, codified at 38 U.S.C. 2011, 2012, 2061, 2064. The program is implemented by the Final Rule codified at 38 CFR Part 61.0. The Final Rule was published in the **Federal Register** on September 26, 2003, the regulations can be found in their entirety in 38 CFR 61.0 through 61.82. Funds made available under this Notice are subject to the requirements of those regulations. *Allocation:* Approximately $6 million is available for current Special Need Grant and Per Diem grant component of this program. Funding will be for a period beginning on January 1, 2008, and ending on September 30, 2009. Based on the amount of funding available, providers should include any projected excess funds still remaining from their previous award when calculating and submitting their budgets for this NOFA. Previously awarded funding will be used first followed by the funding from this NOFA for the delivery of services. Based on Grant and Per Diem funding availability, approximately, $8 million is expected to be made available over the specified time (internally) for the current VA collaborative partners. The goal is to the maximum extent possible is to ensure a continuation of Special Need services to homeless veterans and their VA collaborative partners. It is important to be aware that VA places great emphasis on responsibility and accountability. VA has procedures in place to monitor services provided to homeless veterans and outcomes associated with the services provided in Grant and Per Diem-funded programs. Applicants should be aware of the following: VA per diem payment is limited to the applicant's cost of care per eligible veteran, minus other sources of payments to the applicant for furnishing services to homeless veterans up to the per day rate VA pays for State Home Domiciliary care. Additionally, potential applicants should take into consideration, “Grant recipients that concurrently receive per diem and Special Needs payments shall not be paid more than 100 percent of the cost for the bed per day, product, operation, personnel, or service provided” [38 CFR 61.61(h)]. Awardees will be required to support their request for per diem and Special Needs payments with adequate fiscal documentation as to program income and expenses. All awardees that are conditionally selected in response to *this NOFA* must meet the Life Safety Code of the National Fire and Protection Association as it relates to their specific facility. VA will conduct an inspection or review a current inspection prior to awardees being able to submit request for payment to ensure this requirement is met. Each Grant awardee will have the VA liaison that was appointed for its corresponding Grant and Per Diem program monitor services to ensure the Special Need grant is being met and will include at least an annual review of each program's progress toward meeting internal goals and objectives in helping the Special Need homeless veterans as identified in each applicant's original Special Need application. Monitoring for all participants will include a review of the agency's income and expenses as they relate to this project to ensure per diem and Special Need payments are accurate. Monitoring of Homeless Special Need participants and services provided by Grant and Per Diem recipients will be accomplished according to the Northeast Program Evaluation Center (NEPEC) procedure. These monitoring procedures will be used to determine successful accomplishment of outcomes for each collaborative partnership. *Funding Priorities:* None. *Agreement and Funding Actions:* Conditionally selected applicants will complete a funding agreement with VA in accordance with 38 CFR 61.61 and provide any additional information as required by VA. Upon signature by the Secretary or designated representative, final selection will be completed. Funding for operational Grant and Per Diem applicants that are finally selected will not exceed the period specified in this NOFA. A condition to obtain the Special Need Grant is for the applicant to maintain the original (grant or per diem) program for which the Special Need grant is sought. *Application Requirements:* A separate application is needed for each project number, which you are requesting Special Needs Funding. In addition, current Special Need recipients should also list their Special Need Project number. A project number is the last two digits of the year funded, the sequence the application was received, and the state abbreviation for the project location, ( *i.e.* , 00-125-MA would have been funded in the year 2000, the 125th application received, and the project is located in Massachusetts). If you do not know your project number call VA's Grant and Per Diem Field Office (toll-free) at 1-877-332-0334. The grant application requirements are specified in the application package and the following additional information is required by this NOFA. a. Applicants should include in their submissions documentation of successful past performance. b. If the previous Special Needs grant was a collaborative the submission must include the appropriate performance data from the VA collaborative partner that the VA met its objectives or provided its duties as outlined in the original MOA. c. An updated MOA signed by the VAMC Director and the applicant agency Director specifying the collaborative and specific duties of the non-profit provider and those of the VA Medical Center that will be accomplished under this grant. d. Complete new budgets for the provider and collaborative partner with costs based on past costs incurred and evidence of the same. Based on the amount of funding available providers should include any projected excess funds still remaining from their previous award when calculating and submitting their budgets for this NOFA. Previously awarded funding will be used first, followed by the funding from this NOFA for the delivery of services. Applicants having questions with regard to the projected amount of funding from previous Special Need awards should contact the Grant and Per Diem Field Office prior to application for this NOFA. The package includes the applicant's required forms and certifications. Selections will be made based on criteria described in the application and additional information as specified in this NOFA. Applicants who are selected will be notified of any further additional information needed to confirm or clarify information provided in the application. Applicants will then be notified of the deadline to submit such information. If an applicant is unable to meet any conditions for grant award within the specified time frame, VA reserves the right to not award funds and to use the funds available for other grant and per diem applicants. Dated: February, 16, 2007. R. James Nicholson, Secretary of Veterans Affairs. [FR Doc. E7-3031 Filed 2-21-07; 8:45 am] BILLING CODE 8320-01-P DEPARTMENT OF VETERANS AFFAIRS Blue Ribbon Panel on VA Medical School Affiliations; Notice of Meeting The Department of Veterans Affairs
(VA)gives notice under Public Law 92-463 (Federal Advisory Committee Act) that the Blue Ribbon Panel on VA-Medical School Affiliations has scheduled a meeting for March 27, 2007, in Room 542 at 1800 G Street NW., Washington, DC. The meeting will begin at 8:30 a.m. and will end at 3 p.m. The meeting is open to the public. The purpose of the Panel is to advise the Secretary of Veterans Affairs, through the Under Secretary for Health, in issues related to a comprehensive philosophical framework to enhance VA's partnerships with medical schools and affiliated institutions. The panelists will review VA's current affiliations with medical schools and establish the future directions of the Panel. The Panel will receive background presentations and issue papers on various topics that are relevant to the Panel's deliberations. Interested persons may attend and present oral statements to the Panel. Oral presentations will be limited to five minutes or less, depending on the number of participants. Interested parties may also provide written comments for review by the Panel prior to the meeting or at any time, by e-mail to *Gloria.Holland@va.gov* or by mail to Gloria J. Holland, PhD Special Assistant for Policy and Planning to the Chief Academic Affiliations Officer, 810 Vermont Avenue, NW., (14), Washington, DC 20420. Dated: February 15, 2007. By Direction of the Secretary. E. Philip Riggin, Committee Management Officer. [FR Doc. 07-785 Filed 2-21-07; 8:45am]
Connectionstraces to 28
Traces to 28 documents
U.S. Code
34 references not yet in our index
  • 17 CFR 240.19
  • 17 CFR 240.3
  • 17 CFR 240.17
  • Pub. L. 108-429
  • 42 USC 4321-4351
  • 42 USC 7401-7671(q)
  • 16 USC 1531-1544
  • 16 USC 661-667(d)
  • 16 USC 469-469(c)
  • 25 USC 3001-3013
  • 42 USC 2000(d)
  • 7 USC 4201-4209
  • 33 USC 1251-1377
  • 16 USC 1451-1465
  • 16 USC 4601-4604
  • 33 USC 401-406
  • 42 USC 4001-4128
  • 42 USC 9601-9675
  • Pub. L. 99-499
  • 42 USC 6901-6992(k)
  • Pub. L. 104-13
  • T.D. 9114
  • T.D. 8618
  • T.D. 6629
  • T.D. 8930
  • T.D. 9104
  • T.D. 8449
  • T.D. 8350
  • T.D. 8002
  • 44 USC 3501-21
  • 38 CFR 17
  • Pub. L. 109-461
  • Pub. L. 107-95
  • Pub. L. 92-463
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cites case law
Notices
Notice of Intent
U.S.C.§ 78s
U.S.C.§ 78c
U.S.C.§ 78f
U.S.C.§ 552
U.S.C.§ 78q
U.S.C.§ 78t
U.S.C.§ 78u–3
C.F.R.§ 200.30-3
Fed. Reg.Notices
Cite17 CFR 240.19
Cite17 CFR 240.3
Cite17 CFR 240.17
Cites 62 · showing 12Cited by 0 across 0 sources
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