Notices. Notice
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BILLING CODE 7020-02-M DEPARTMENT OF LABOR Employment and Training Administration Proposed Collection for the Confidentiality & Disclosure of State Unemployment Compensation Information Final Rule and State Income and Eligibility Verification Provisions of the Deficit Reduction Act of 1984; Comment Request AGENCY: Employment and Training Administration, Labor. ACTION: Notice. SUMMARY: The Department of Labor, as part of its continuing effort to reduce paperwork and respondent burden conducts a preclearance consultation program to provide the general public and federal agencies with an opportunity to comment on proposed and/or continuing collections of information in accordance with the Paperwork Reduction Act of 1995 (PRA95) [44 U.S.C. 3506(c)(2)(A)].
This program helps to ensure that requested data can be provided in the desired format, reporting burden (time and financial resources) is minimized, collection instruments are clearly understood, and the impact of collection requirements on respondents can be properly assessed. Currently, the Employment and Training Administration is soliciting comments concerning the proposed extension of the regulatory requirements of the Confidentiality and Disclosure of State Unemployment Compensation Information final rule and State Income and Eligibility Verification System
(IEVS)provisions of the Deficit Reduction Act of 1984. A copy of the proposed information collection request
(ICR)can be obtained by contacting the office listed below in the addressee section of this notice or by accessing: *http://www.doleta.gov/OMBCN/OMBControlNumber.cfm.* DATES: Written comments must be submitted to the office listed in the addressee's section below on or before May 25, 2007. ADDRESSES: Submit written comments to the Employment and Training Administration, Office of Workforce Security, 200 Constitution Avenue, NW., Room C4518, Washington, DC 20210, Attention: Julie Balster. Telephone number: 202-693-3615 (this is not a toll-free number). Fax: 202-693-2874. E-mail: *balster.julie@dol.gov.* SUPPLEMENTARY INFORMATION: I. Background The Deficit Reduction Act of 1984 established an income and eligibility verification system
(IEVS)for the exchange of information among state agencies administering specific programs. The programs include Temporary Assistance for Needy Families, Medicaid, Food Stamps, Supplemental Security Income, Unemployment Compensation and any state program approved under Title I, X, XIV, or XVI of the Social Security Act. Under the Act, programs participating must exchange information to the extent that it is useful and productive in verifying eligibility and benefit amounts to assist the child support program and the Secretary of Health and Human Services in verifying eligibility and benefit amounts under Titles II and XVI of the Social Security Act. On September 27, 2006, the Employment and Training Administration of the Department of Labor issued a final rule regarding the Confidentiality and Disclosure of State Unemployment Compensation Information. This rule supports and expands upon the requirements of the 1984 Deficit Reduction Act of 1984 and subsequent regulatory changes. II. Review Focus The Department of Labor is particularly interested in comments which: • Evaluate whether the proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; • Evaluate the accuracy of the agency's estimate of the burden of the proposed collection of information, including the validity of the methodology and assumptions used; • Enhance the quality, utility, and clarity of the information to be collected; and • Minimize the burden of the collection of information on those who are to respond, including through the use of appropriate automated, electronic, mechanical, or other technological collection techniques or other forms of information technology, e.g., permitting electronic submissions of responses. III. Current Actions As the only continuous source of income and eligibility verification, the data are required by other agencies to administer and monitor multiple programs. The Confidentiality and Disclosure of State Unemployment Compensation Information rule amends the IEVS rule and provides regulatory revisions at 20 CFR part 603 in accordance with SSA Section 303(a)(1) related to the methods of administration requirement and supports the statutory requirements for SSA Sections 303(a)(7), (c)(1), (d), (e), (f),
(h)and (i). *Type of Review:* Extension. *Agency:* Employment and Training Administration. *Title:* Confidentiality and Disclosure of State Unemployment Compensation Information/Income Eligibility Verification System. *OMB Number:* 1205-0238. *Agency Number:* None. *Record Keeping:* State governments. *Affected Public:* State governments. *Cite/Reference/Form/etc.:* Section 303 of Title III of the Social Security Act. *Total Respondents:* 53 state agencies. *Frequency:* Quarterly. *Total Responses:* 212. *Average Time per Response:* 1 minute. *Estimated Total Burden Hours:* 24,104 hours. *Total Burden Cost (operating/maintaining):* $0. Comments submitted in response to this comment request will be summarized and/or included in the request for Office of Management and Budget approval of the information collection request; they will also become a matter of public record. Dated: March 19, 2007. Cheryl Atkinson, Administrator, Office of Workforce Security. [FR Doc. E7-5430 Filed 3-23-07; 8:45 am] BILLING CODE 4510-FW-P NATIONAL AERONAUTICS AND SPACE ADMINISTRATION [Notice 07-026] NASA Advisory Council; Meeting AGENCY: National Aeronautics and Space Administration. ACTION: Notice of meeting. SUMMARY: In accordance with the Federal Advisory Committee Act, Public Law 92-463, as amended, the National Aeronautics and Space Administration announces a meeting of the NASA Advisory Council. The agenda for the meeting includes updates from each of the Council committees, including discussion and deliberation of potential recommendations. The Council Committees address NASA interests in the following areas: Aeronautics, Audit and Finance, Space Exploration, Human Capital, Science, and Space Operations. DATES: Thursday, April 19, 2007, 8 a.m.-4 p.m. ADDRESSES: Seashore Ballroom, Hilton Cocoa Beach Oceanfront, 1550 N. Atlantic Avenue, Cocoa Beach, FL 32931. FOR FURTHER INFORMATION CONTACT: Mr. Christopher Blackerby, Designated Federal Official, National Aeronautics and Space Administration, Washington, DC 20546, 202/358-4688. SUPPLEMENTARY INFORMATION: The meeting will be open to the public up to the seating capacity of the room. It is imperative that the meeting be held on this date to accommodate the scheduling priorities of the key participants. Dated: March 19, 2007. P. Diane Rausch, Advisory Committee Management Officer, National Aeronautics and Space Administration. [FR Doc. E7-5388 Filed 3-23-07; 8:45 am] BILLING CODE 7510-13-P NATIONAL AERONAUTICS AND SPACE ADMINISTRATION [Notice 07-027] Notice of Intent To Grant Exclusive License AGENCY: National Aeronautics and Space Administration. ACTION: Notice of intent to grant exclusive license. SUMMARY: This notice is issued in accordance with 35 U.S.C. 209(c)(1) and 37 CFR 404.7(a)(1)(i). NASA hereby gives notice of its intent to grant an exclusive license in the United States to practice the invention described and claimed in U.S. Patent No. 6,314,362, NASA Case No. ARC-14359-1, entitled Method and System For An Automated Tool For En Route Traffic Controllers to The Boeing Company, having its principal place of business at 100 N. Riverside, Chicago, IL 60606. The patent rights in this invention have been assigned to the United States of America as represented by the Administrator of the National Aeronautics and Space Administration. The prospective exclusive license will comply with the terms and conditions of 35 U.S.C. 209 and 37 CFR 404.7. DATES: The prospective exclusive license may be granted unless, within fifteen
(15)days from the date of this published notice, NASA receives written objections including evidence and argument that establish that the grant of the license would not be consistent with the requirements of 35 U.S.C. 209 and 37 CFR 404.7. Competing applications completed and received by NASA within fifteen
(15)days of the date of this published notice will also be treated as objections to the grant of the contemplated exclusive license. Objections submitted in response to this notice will not be made available to the public for inspection and, to the extent permitted by law, will not be released under the Freedom of Information Act, 5 U.S.C. 552. ADDRESSES: Objections relating to the prospective license may be submitted to Patent Counsel, Office of Chief Counsel, NASA Ames Research Center, Mail Stop 202A-4, Moffett Field, CA 94035-1000.
(650)604-5104;
(650)604-2767. FOR FURTHER INFORMATION CONTACT: Robert M. Padilla, Chief Patent Counsel, Office of Chief Counsel, NASA Ames Research Center, Mail Stop 202A-4, Moffett Field, CA 94035-1000.
(650)604-5104;
(650)604-2767. Information about other NASA inventions available for licensing can be found online at *http://techtracs.nasa.gov/* . Dated: March 16, 2007. Keith T. Sefton, Deputy General Counsel, Administration and Management. [FR Doc. E7-5378 Filed 3-23-07; 8:45 am] BILLING CODE 7510-13-P NATIONAL AERONAUTICS AND SPACE ADMINISTRATION [Notice 07-028] Notice of Intent To Grant Exclusive License AGENCY: National Aeronautics and Space Administration. ACTION: Notice of intent to grant exclusive license. SUMMARY: This notice is issued in accordance with 35 U.S.C. 209(c)(1) and 37 CFR 404.7(a)(1)(i). NASA hereby gives notice of its intent to grant an exclusive license in the United States to practice the inventions described and claimed in NASA Case Number LAR-16324-1 entitled “Self-Activating System and Method for Alerting When an Object or a Person is Left Unattended,” U.S. Patent Number 6,714,132; LAR-16324-2 entitled “Self-Activating System and Method for Alerting When an Object or a Person is Left Unattended,” U.S. Patent Number 7,106,203 to MaxTec, Inc. having its principal place of business in Wellington, Florida. The patent rights in these inventions have been assigned to the United States of America as represented by the Administrator of the National Aeronautics and Space Administration. The prospective exclusive license will comply with the terms and conditions of 35 U.S.C. 209 and 37 CFR 404.7. DATES: The prospective exclusive license may be granted unless, within fifteen
(15)days from the date of this published notice, NASA receives written objections including evidence and argument that establish that the grant of the license would not be consistent with the requirements of 35 U.S.C. 209 and 37 CFR 404.7. Competing applications completed and received by NASA within fifteen
(15)days of the date of this published notice will also be treated as objections to the grant of the contemplated exclusive license. Objections submitted in response to this notice will not be made available to the public for inspection and, to the extent permitted by law, will not be released under the Freedom of Information Act, 5 U.S.C. 552. ADDRESSES: Objections relating to the prospective license may be submitted to Patent Counsel, Office of Chief Counsel, NASA Langley Research Center, MS 141, Hampton, VA 23681-2199,
(757)864-3221 (phone),
(757)864-9190 (fax). FOR FURTHER INFORMATION CONTACT: Linda B. Blackburn, Patent Counsel, Office of Chief Counsel, NASA Langley Research Center, MS 141, Hampton, VA 23681-2199,
(757)864-3221; Fax:
(757)864-9190. Information about other NASA inventions available for licensing can be found online at *http://techtracs.nasa.gov/.* Dated: March 16, 2007. Keith T. Sefton, Deputy General Counsel, Administration and Management. [FR Doc. E7-5384 Filed 3-23-07; 8:45 am] BILLING CODE 7510-13-P NATIONAL SCIENCE FOUNDATION National Science Board; Sunshine Act Meetings; Notice The National Science Board, pursuant to NSF regulations (45 CFR part 614), the National Science Foundation Act, as amended (42 U.S.C. 1862n-5), and the Government in the Sunshine Act (5 U.S.C. 552b), hereby gives notice in regard to the scheduling of meetings for the transaction of National Science Board business and other matters specified, as follows: Agency Holding Meeting: National Science Board. Date and Time: Thursday, March 29, 2007, at 8 a.m. and Friday, March 30, 2007 at 8 a.m. Place: National Science Foundation, 4201 Wilson Blvd., Room 1235, Arlington, VA 22230. All visitors must report to the NSF visitor desk at the 9th and N. Stuart Streets entrance to receive a visitor's badge. Status: Some portions open, some portions closed. Open Sessions March 29, 2007 8-9 a.m. 9-10 a.m. 10-10:30 a.m. 10:30 a.m.-12:30 p.m. 2-3 p.m. 3-5 p.m. March 30, 2007 8-10 a.m. 10:30 a.m.-12 noon 1:20-3 p.m. Closed Sessions March 29, 2007 5-6 p.m. March 30, 2007 10-10:30 a.m. 1-1:10 p.m. 1:10-1:20 p.m. Agency Contact: Dr. Robert E. Webber, *rwebber@nsf.gov,*
(703)292-7000, *http://www.nsf.gov/nsb/.* Matters To Be Discussed: Thursday, March 29, 2007 CPP Subcommittee on Polar Issues Open Session (8-9 a.m.) • Approval of November Minutes • Subcommittee Chairman's Remarks • The Oden in Antarctica • NSB Resolutions and the NAS/NRC Report on Polar Icebreakers • Legislation Implementing Antarctic Treaty Measures on Liability and Tourism CPP Task Force on International Science Open Session (9-10 a.m.) • Approval of Minutes • Task Force Chairman's Comments • Overview of the Task Force Roundtable Discussion on International Science and Engineering Partnerships held March 9, 2007 in Brussels, and the Task Force discussion held March 13, 2007 in Trieste • Summary of the Conference of Women Leaders in Science, Technology, and Engineering held January 8-10, 2007 in Kuwait • Presentation on National Academies of Science report, The Fundamental Role of Science and Technology in International Development: An Imperative for the U.S. Agency for International Development • Discussion of future Task Force activities CPP Task Force on Transformative Research Open Session (10-10:30 a.m.) • Approval of Minutes for November 2006 Meeting • Task Force Chairman's Remarks • Final Draft Report for Board Review and Approval, Enhancing Support of Transformative Research at the National Science Foundation EHR Subcommittee on Science and Engineering Indicators Open Session (10:30 a.m.-12:30 p.m.) • Approval of November Minutes • Subcommittee Chairman's Remarks • Review of Elementary and Secondary Education chapter: Chapter 1 • Review of State Indicators chapter: Chapter 8 • Condensed Version of Indicators • Key Findings: K-12 chapter, Chapter 1 • Key Findings: State chapter, Chapter 8 • Parallel discussion of Science and Engineering Indicators 2010: Status • State Considerations • Industry Considerations • Subcommittee Chairman's summary Committee on Strategy and Budget Open Session (2-3 p.m.) • Approval of February 8, 2007 CSB Minutes • Chairman's Remarks • Status of NSF Budget Request and Congressional Testimony • Update on the Impacts of the NSB Policy to Eliminate Cost-Sharing on Grants • Findings from NSF Working Group on the Impact of Proposal and Award Management Mechanisms (IPAMM) Committee on Programs and Plans Open Session (3-5 p.m.) • Approval of Minutes • Committee Chairman's Remarks • Status Report: Task Force on International Science • Subcommittee on Polar Issues • Task Force on Transformative Research • Final Report and Recommendations • Request for Information: Recompetition, Operations and Management Costs for NSF Contracts, Cooperative Agreements and Grants • Potential Impacts to the MREFC Program from the Realities of the FY 2007 Budget and the FY 2008 Request. • NSB Information Item: Update on the Division of Astronomical Sciences Senior Review Closed Session (5-6 p.m.) • NSB Action Item: National Optical Astronomy Observatory and the National Solar Observatory • NSB Action Item: National Astronomy and Ionosphere Center Friday, March 30, 2007 Committee on Audit and Oversight Open Session (8-10 a.m.) • Approval of Minutes of February 2007 Meeting • Committee Chairman's Opening Remarks • Report to the Board on the NSF Merit Review Process, FY 2006 • Chief Operating Officer's Update • Chief Financial Officer's Update • NSF Audit Resolution Practices and Procedures • FY2006 Financial Statement Audit Corrective Action Plan Update • FY2007 Financial Statement Audit update • OIG comments on FY2006 and FY2007 Financial Statement Audit matters • Committee Chairman's closing Remarks Closed Session (10-10:30 a.m.) • Pending Investigations Committee on Education and Human Resources Open Session (10:30 a.m.-12 noon) • Approval of February 2007 Minutes • Committee Chairman's Remarks • Update on Modifications of NSF-EHR Directorate Organization and Interagency Discussions • Subcommittee on Science and Engineering Indicators • Summary and Follow-on to the Engineering Education Workshops • NSB Executive Officer's Report Plenary Executive Closed Closed Session (1-1:10 p.m.) • Approval of February 2007 Minutes • Member Proposal • Honorary Award Plenary Closed Closed Session (1:10-1:20 p.m.) • Approval of February 2007 Minutes • Awards and Agreements • Closed Committee Reports Plenary Open Open Session (1:20-3 p.m.) • Approval of February 2007 Minutes • Resolution to Close May 2007 Meeting • Chairman's Report • Board Discussion: STEM Education Commission • Director's Report • Open Committee Report Russell Moy, Attorney-Advisor. [FR Doc. E7-5493 Filed 3-23-07; 8:45 am] BILLING CODE 7555-01-P NUCLEAR REGULATORY COMMISSION [Docket Nos. 72-7 and 50-255] License No. DPR-20, Nuclear Management Company, LLC; Notice of Issuance of Director's Decision Under 10 CFR 2.206 Notice is hereby given that the Director, Office of Nuclear Material Safety and Safeguards, has issued a director's decision with regard to a petition dated April 4, 2006, filed by Mr. Terry J. Lodge, on behalf of five organizations and 30 individuals, hereinafter referred to as the Petitioners. Representatives for the Petitioners participated in a telephone conference call with NRC's Petition Review Board
(PRB)on April 26, 2006, to discuss the petition. The teleconference was transcribed and the transcription was treated as a supplement to the petition. Transcripts of the teleconference are available via the Agencywide Documents Access and Management System (ADAMS) on the agency's Web site at *http://www.nrc.gov/reading-rm/adams.html,* and for inspection at the NRC Public Document Room, located at One White Flint North, Public File Area O-1F21, 11555 Rockville Pike (first floor), Rockville, Maryland. The petition concerns the operation of the independent spent fuel storage installation (ISFSI) at the Palisades Nuclear Plant. The Petitioners requested that the NRC take enforcement action against the licensee for the Palisades Nuclear Plant, Nuclear Management Company, LLC (NMC), by condemning and stopping the use of the two independent spent fuel storage installation (ISFSI) concrete pads holding dry spent fuel storage casks on the plant site. As the basis for the petition, the Petitioners stated that the concrete cask storage pads do not conform with NRC regulations for earthquake stability, specifically 10 CFR 72.212(b)(2)(i)(B) and 72.212(b)(3), and, therefore, pose a hazard in case of an earthquake. The Petitioners asserted that the licensee's evaluations of the older and newer concrete storage pads did not properly consider the behavior of the soil beneath the pads in determining the effects on the storage casks as a result of a seismic event. On April 26, 2006, the NRC staff's PRB held a teleconference with the Petitioners. The teleconference gave the Petitioners an opportunity to provide additional information and to clarify issues raised in the petition. During the teleconference, the Petitioners requested additional time to submit a supplement to the petition, and the PRB agreed to the request, as documented in a letter to the Petitioners, dated May 4, 2006. However, no supplement was submitted. On June 27, 2006, the NRC staff informed the Petitioners by letter that the issue regarding the seismic response of the older ISFSI pad, and the issue of soil amplification for the newer pad, had been previously resolved and would not be considered under 10 CFR 2.206. In that same letter, the staff informed the Petitioners that the issue regarding the slope stability analysis for the newer pad was accepted for review under 10 CFR 2.206. The transcript of the teleconference and the letters are available in ADAMS, as stated above. On November 28, 2006, the NRC sent a copy of the proposed director's decision to the Petitioners and to the licensee for comment. At the request of the Petitioners, the NRC extended the end of the comment period from January 5, 2007, to February 2, 2007. The Petitioners submitted comments by electronic mail on February 2, 2007. The comments and the staff's responses to them are available electronically through the NRC's Public Electronic Reading Room at *http://www.nrc.gov/reading-rm.html,* under docket number 07200007. The Director of the Office of Nuclear Material Safety and Safeguards has determined that the Petitioners' request, to condemn and stop the use of the two ISFSI concrete pads holding dry spent fuel storage casks at the Palisades site, is denied. The NRC staff has concluded that the Petitioners' concerns have been adequately addressed by the licensee's revised slope stability evaluation for the newer concrete storage pad. The reasons for this decision are explained in the director's decision [DD-07-02] pursuant to Title 10 of the *Code of Federal Regulations* (10 CFR), Section 2.206, the complete text of which is available at the Commission's Public Document Room, located at One White Flint North, Public File Area O-1F21, 11555 Rockville Pike (first floor), Rockville, Maryland, and from the ADAMS Public Library component on the NRC's Web site, *http://www.nrc.gov/reading-rm.html* (the Public Electronic Reading Room). A copy of the director's decision will be filed with the Secretary of the Commission for the Commission's review in accordance with 10 CFR 2.206 of the Commission's regulations. As provided for by this regulation, the director's decision will constitute the final action of the Commission 25 days after the date of the decision, unless the Commission, on its own motion, institutes a review of the director's decision in that time. Dated at Rockville, Maryland, this 20th day of March 2007. For the Nuclear Regulatory Commission. Jack R. Strosnider, Director, Office of Nuclear Material Safety and Safeguards. [FR Doc. E7-5433 Filed 3-23-07; 8:45 am] BILLING CODE 7590-01-P NUCLEAR REGULATORY COMMISSION Notice of Availability Concerning Technical Specification Improvement To Add an Action Statement for Two Inoperable Control Room Air Conditioning Subsystems to the Technical Specifications Using the Consolidated Line Item Improvement Process AGENCY: Nuclear Regulatory Commission. ACTION: Notice of availability. SUMMARY: Notice is hereby given that the staff of the Nuclear Regulatory Commission
(NRC)has prepared a model Application related to changes to the Standard Technical Specifications (STS), Section 3.7.5 (STS 3.7.4 for BWR/6), “Control Room Air Conditioning
(AC)System” for NUREG-1433 (BWR/4) and NUREG-1434 (BWR/6), Rev. 3.0. The changes add an Action Statement to Limiting Condition for Operation
(LCO)(LCO 3.7.5 for BWR/4 and LCO 3.7.4 for BWR/6). The new Action Statement allows a finite time to restore one control room AC subsystem to operable status and requires verification that control room temperature remains < 90°F every 4 hours. The proposed changes would also revise the Bases for STS 3.7.5 (STS 3.7.4 for BWR/6). The NRC staff has also prepared a model safety evaluation
(SE)and no significant hazards consideration
(NSHC)determination relating to this matter. The purpose of these models is to permit the NRC to efficiently process amendments that propose to adopt the associated changes into plant-specific technical specifications (TS). Licensees of nuclear power reactors to which the models apply may request amendments confirming the applicability of the SE and NSHC determination to their reactors. DATES: The NRC staff issued a **Federal Register** Notice (71 FR 75774, December 18, 2006) that provided a model SE and a model NSHC determination relating to adding an action statement for two inoperable control room AC subsystems to the plant specific TS. The NRC staff hereby announces that the model SE and NSHC determination may be referenced in plant-specific applications to adopt the changes. The staff has posted a model application on the NRC Web site to assist licensees in using the consolidated line item improvement process (CLIIP) to revise the Standard Technical Specifications (STS), Section 3.7.5, “Control Room Air Conditioning
(AC)System.” The NRC staff can most efficiently consider applications based upon the model application if the application is submitted within one year of this **Federal Register** Notice. FOR FURTHER INFORMATION CONTACT: Peter C. Hearn, Mail Stop: O12H2, Division of Inspection and Regional Support, Office of Nuclear Reactor Regulation, U.S. Nuclear Regulatory Commission, Washington, DC 20555-0001, telephone 301-415-1189. SUPPLEMENTARY INFORMATION: Background Regulatory Issue Summary 2000-06, “Consolidated Line Item Improvement Process for Adopting Standard Technical Specification Changes for Power Reactors,” was issued on March 20, 2000. The CLIIP includes an opportunity for the public to comment on proposed changes to operating licenses, including the technical specifications (TS), after a preliminary assessment by the NRC staff and a finding that the change will likely be offered for adoption by licensees. The CLIIP directs the NRC staff to evaluate any comments received for a proposed generic change to operating licenses and to either reconsider the change or issue the announcement of availability for the change proposed for adoption by licensees. Those licensees opting to apply for the subject change to operating licenses are responsible for reviewing the NRC staff's evaluation, referencing the applicable technical justifications, and providing any necessary plant-specific information. Each amendment application made in response to the notice of availability will be processed and noticed in accordance with applicable rules and NRC procedures. This notice involves adding an action statement for two inoperable control room AC subsystems to the associated STS Limiting Condition for Operation (LCO). Applicability This proposed change to the standard technical specifications
(STS)was submitted by the Technical Specifications Task Force
(TSTF)in TSTF-477, Revision 3, “Adding an Action Statement for Two Inoperable Control Room Air Conditioning Subsystems.” This proposal to modify technical specification requirements by the adoption of TSTF-477 is applicable to all licensees of General Electric Boiling Water Reactors who have adopted or will adopt in conjunction with the change, technical specification requirements for a Bases Control Program consistent with the TS Bases Control Program described in Section 5.5 of the STS. Licensees that have not adopted requirements for a Bases Control Program by converting to the improved STS or by other means, are requested to include the requirements for a Bases Control Program consistent with the STS in their application for the change. The need for a Bases Control Program stems from the need for adequate regulatory control of some key elements of the proposal that are contained in the Bases upon adoption of TSTF-477. The staff is requesting that the Bases changes be included with the proposed license amendments consistent with the Bases in TSTF-477. To ensure that the overall change, including the Bases, includes appropriate regulatory controls, the staff plans to condition the issuance of each license amendment on the licensee's incorporation of the changes into the Bases document and on requiring the licensee to control the changes in accordance with the Bases Control Program. To efficiently process the incoming license amendment applications, the NRC staff requests that each licensee applying for the changes addressed in TSTF-477 use the CLIIP to submit an application that adheres to the following model. Any deviations from the model application should be explained in the licensee's submittal. The CLIIP does not prevent licensees from requesting an alternate approach or proposing changes other than those proposed in TSTF-477. Variations from the approach recommended in this notice may, however, require additional review by the NRC staff and may increase the time and resources needed for the review. Significant variations from the approach, or inclusion of additional changes to the license, will result in staff rejection of the submittal. Instead, licensees desiring significant variations and/or additional changes should submit a LAR that does not claim to adopt TSTF-477. Public Notices In a **Federal Register** Notice dated December 18, 2006 (71 FR 75774), the NRC staff requested comment on the use of the CLIIP to process requests to adopt the TSTF-477 changes. In addition, there have been multiple notices published for plant-specific amendment requests to adopt changes similar to those described in this notice. The NRC staff's model SE and model application may be examined, and/or copied for a fee, at the NRC's Public Document Room, located at One White Flint North, 11555 Rockville Pike (first floor), Rockville, Maryland 20852. Publicly available records are accessible electronically from the Agencywide Documents Access and Management System (ADAMS) Public Library component on the NRC Web site (the Electronic Reading Room). The NRC staff received no formal comments following the notice published on December 18, 2006 (71 FR 75774), soliciting comments on the model SE and NSHC determination related to the TSTF-477 changes. The staff did receive editorial comments on the model SE and model application. The comments involving a spacing issue between words, deleting the extraneous use of the word Bases, a missing parentheses and replacing the an “iSTS” acronym with “STS” were incorporated. The comment involving placing a bracket around the Control Room Temperature limit of < 90°F was not incorporated since it would allow Control Room Temperatures of greater than 90°F. The comment was retained involving removing the term “Changes to the Bases or license controlled document are performed in accordance with 10 CFR 50.59” in order emphasize the requirement for a License Amendment and Safety Evaluation when Bases changes affect the Technical Specifications. The NRC staff finds that the previously published models remain appropriate references and has chosen not to republish the model SE and model NSHC determination in this notice. As described in the model application prepared by the NRC staff, licensees may reference in their plant-specific applications to adopt the TSTF-477 changes, the model SE, NSHC determination, and environmental assessment previously published in the **Federal Register** on December 18, 2006 (71 FR 75774). Dated at Rockville, Maryland, this 14th day of March 2007. For the Nuclear Regulatory Commission. Timothy J. Kobetz, Chief, Technical Specifications Branch, Division of Inspection and Regional Support, Office of Nuclear Reactor Regulation. For inclusion on the technical specification Web page, the following example of an application was prepared by the NRC staff to facilitate use of the consolidated line item improvement process (cliip). The model provides the expected level of detail and content for an application to adopt TSTF-477, revision 3, add an action statement for two inoperable control room air conditioning subsystems to the technical specifications using cliip. Licensees remain responsible for ensuring that their actual application fulfills their administrative requirements as well as nuclear regulatory commission regulations. U.S. Nuclear Regulatory Commission, Document Control Desk, Washington, DC 20555-0001 SUBJECT: Plant Name, Docket No. 50-, Application For Technical Specification Change Tstf-477, Add An Action Statement For Two Inoperable Control Room Air Conditioning Subsystems To The Technical Specifications Using Consolidated Line Item Improvement Process Gentlemen: In accordance with the provisions of 10 CFR 50.90 [LICENSEE] is submitting a request for an amendment to the technical specifications
(TS)for [PLANT NAME, UNIT NOS.]. The proposed amendment would modify the TS by adding an action statement for two inoperable control room AC subsystems to the plant specific TS. Enclosure 1 provides a description of the proposed change, the requested confirmation of applicability, and plant-specific verifications. Enclosure 2 provides the existing TS pages marked up to show the proposed change. Enclosure 3 provides revised (clean) TS pages. Enclosure 4 provides the existing TS Bases pages marked up to show the proposed change in accordance with 10 CFR 50.36(a). [LICENSEE] requests approval of the proposed license amendment by [DATE], with the amendment being implemented [BY DATE OR WITHIN X DAYS]. In accordance with 10 CFR 50.91, a copy of this application, with enclosures, is being provided to the designated [STATE] Official. I declare under penalty of perjury under the laws of the United States of America that I am authorized by [LICENSEE] to make this request and that the foregoing is true and correct. (Note that request may be notarized in lieu of using this oath or affirmation statement). If you should have any questions regarding this submittal, please contact [NAME, TELEPHONE NUMBER] Sincerely, [Name, Title] Enclosures: 1. Description and Assessment 2. Proposed Technical Specification Changes 3. Revised Technical Specification Pages 4. Marked up Existing TS Bases Changes cc: NRC Project Manager NRC Regional Office NRC Resident Inspector State Contact Enclosure 1—Description and Assessment 1.0 Description The proposed amendment would modify technical specifications by adding an Action Statement to the Limiting Condition for Operation (LCO). The new Action Statement allows a finite time to restore one control room AC subsystem to operable status and requires verification that control room temperature remains < 90 °F every 4 hours. 1 1 [In conjunction with the proposed change, technical specifications
(TS)requirements for a Bases Control Program, consistent with the TS Bases Control Program described in Section 5.5 of the applicable vendor's standard TS (STS), shall be incorporated into the licensee's TS, if not already in the TS.] The changes are consistent with Nuclear Regulatory Commission
(NRC)approved Industry/Technical Specification Task Force
(TSTF)TSTF-477 Revision 3. The availability of this TS improvement was published in the **Federal Register** on [DATE] as part of the consolidated line item improvement process (CLIIP). 2.0 Assessment 2.1 Applicability of TSTF-477, and Published Safety Evaluation [LICENSEE] has reviewed TSTF-477 (Reference 1), and the NRC model safety evaluation
(SE)(Reference 2) as part of the CLIIP. [LICENSEE] has concluded that the information in TSTF-477, as well as the SE prepared by the NRC staff are applicable to [PLANT, UNIT NOS.] and justify this amendment for the incorporation of the changes to the [PLANT] TS. [NOTE: Only those changes proposed in TSTF-477 are addressed in the model SE. The model SE addresses the entire fleet of General Electric Boiling Water Reactors. The plants adopting TSTF-477 must confirm the applicability of the changes to their plant.] 2.2 Optional Changes and Variations [LICENSEE] is not proposing any variations or deviations from the TS changes described in TSTF-477 or the NRC staff's model safety evaluation dated [DATE]. [NOTE: The CLIIP does not prevent licensees from requesting an alternate approach or proposing changes without the requested Bases or Bases control program. However, deviations from the approach recommended in this notice may require additional review by the NRC staff and may increase the time and resources needed for the review. Significant variations from the approach, or inclusion of additional changes to the license, will result in staff rejection of the submittal. Instead, licensees desiring significant variations and/or additional changes should submit a LAR that does not claim to adopt TSTF-477.] 3.0 Regulatory Analysis 3.1 No Significant Hazards Consideration Determination [LICENSEE] has reviewed the proposed no significant hazards consideration determination
(NSHC)published in the **Federal Register** as part of the CLIIP. [LICENSEE] has concluded that the proposed NSHC presented in the **Federal Register** notice is applicable to [PLANT] and is hereby incorporated by reference to satisfy the requirements of 10 CFR 50.91(a). 3.2 Verification and Commitments As discussed in the notice of availability published in the **Federal Register** on [DATE] for this TS improvement, plant-specific verifications were performed as follows: In addition, [LICENSEE] has proposed TS Bases consistent with TSTF-477 which provide guidance and details on how to implement the new requirements. Finally, [LICENSEE] has a Bases Control Program consistent with Section 5.5 of the Standard Technical Specifications (STS). 4.0 Environmental Evaluation The amendment changes requirements with respect to the installation or use of a facility component located within the restricted area as defined in 10 CFR part 20. The NRC staff has determined that the amendment adopting TSTF-477, Rev 3, involves no significant increase in the amounts and no significant change in the types of any effluents that may be released offsite, and that there is no significant increase in individual or cumulative occupational radiation exposure. The Commission has previously issued a proposed finding that TSTF-477, Rev 3, involves no significant hazards considerations, and there has been no public comment on the finding in **Federal Register** Notice 71 FR 75774, December 18, 2006. Accordingly, the amendment meets the eligibility criteria for categorical exclusion set forth in 10 CFR 51.22(c)(9). Pursuant to 10 CFR 51.22(b), no environmental impact statement or environmental assessment need be prepared in connection with the issuance of the amendment. 5.0 References 1. TSTF-477, Revision 3, “Adding an Action Statement for Two Inoperable Control Room Air Conditioning Subsystems.” 2. NRC Model Safety Evaluation Report. Enclosure 2—Proposed Technical Specification Changes (Mark-Up) Enclosure 3—Proposed Technical Specification Pages [Clean copies of Licensee specific Technical Specification
(TS)pages, corresponding to the TS pages changed by TSTF-477, Rev 3, are to be included in Enclosure 3] Enclosure 4—Proposed Changes to Technical Specification Bases Pages [FR Doc. E7-5434 Filed 3-23-07; 8:45 am] BILLING CODE 7590-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55491; File No. SR-CBOE-2006-95] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Notice of Filing and Order Granting Accelerated Approval of Proposed Rule Change as Modified by Amendment Nos. 1 and 2 Thereto To List for Trading Options on the Vanguard® Emerging Markets Exchange Traded Fund March 19, 2006. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on November 30, 2006, the Chicago Board Options Exchange, Incorporated (“CBOE” 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 the Exchange. The Exchange submitted Amendment No. 1 to the proposed rule change on December 6, 2006. The Exchange submitted Amendment No. 2 to the proposed rule change on February 28, 2007. The Commission is publishing this notice and order to solicit comments on the proposal, as amended, from interested persons and to approve the proposed rule change, as modified by Amendment Nos. 1 and 2, on an accelerated basis. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to list and trade options on the Vanguard® Emerging Markets Exchange Traded Fund (“Fund Options”). The text of the proposed rule change is available on the Exchange's Web site ( *http://www.cboe.org/legal* ), at the Office of the Secretary, CBOE and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of, and basis for, the proposed rule change. The text of these statements may be examined at the places specified in Item III below. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of this rule change is to obtain approval to list for trading on the Exchange options on the Vanguard® Emerging Markets Exchange Traded Fund (“Fund”) on a pilot basis for six months to commence on the date of approval and through six months after that date. The Exchange currently has in place initial listing and maintenance standards set forth in CBOE Rules 5.3.06 and 5.4.08, respectively (“Listing Standards”) that are designed to allow the Exchange to list funds structured as open-end investment companies, such as the Fund, without having to file for Commission approval to list for trading options on the fund. 3 The request for approval is based on the Exchange's determination that the Fund meets substantially all of the Listing Standards requirements, and for the requirements that are not met, sufficient mechanisms exist that would provide the Exchange with adequate surveillance and regulatory information with respect to the Fund. 3 CBOE Rules 5.3.06 and 5.4.08 set forth the initial listing and maintenance standards for registered investment companies (or series thereof) organized as open-end management investment companies, unit investment trust or other similar entities traded on a national securities exchange or through the facilities of a national securities exchange (“Exchange Traded Funds”). *See* Exchange Act Release, No. 34-40166 (July 2, 1998), 63 FR 37430 (July 10, 1998) (approval order for SR-CBOE-97-45, predating U.S. Securities and Exchange Commission's (“Commission”) adoption of Rule 19b-4(e) of the Securities Exchange Act of 1934 (“New Product Release”). *See* Exchange Act Release No. 34-40761 (Dec. 8, 1998), 63 FR 70952 (Dec. 22, 1998)). As provided in the Fund's most recent prospectus, dated November 10, 2006, the Fund is an open-end investment company that is designed to hold a portfolio of securities that tracks the Morgan Stanley Capital International, Inc. Emerging Markets Index (“MSCI Emerging Markets Index” or “Index”), which includes approximately 850 common stocks of companies located in 25 emerging markets around the world. 4 The Fund employs a “passive management”—or indexing—investment approach by investing substantially all (normally about 95%) of its assets in the common stocks that comprise the MSCI Emerging Markets Index while employing a form of sampling to reduce risk. 4 As provided by Morgan Stanley Capital International, Inc. (“ MSCI”), which is the entity that created and currently maintains the Index, the Index is a capitalization-weighted index whose component securities are adjusted for available float and must meet objective criteria for inclusion in the Index. The Index aims to capture 85% of the publicly available total market capitalization in each emerging market included in the Index. As of September 29, 2006, the Index was comprised of 852 constituents with the top five constituents representing the following weights: 5.01%, 4.09%, 1.82%, 1.79%, and 1.76%. The Index is rebalanced quarterly, calculated in U.S. Dollars on a real time basis, and disseminated every 60 seconds during market trading hours. As of January 31, 2007, the Fund was comprised of 862 securities and the ten largest holdings in the fund made up 18.5% of the total assets in the Fund. 5 The security with the greatest individual weight of 5.4% is OAO Gazprom ADRSamsung Electronics Co LTD GDR Registered, a South KoreanRussian security. The security with the smallest weight is Thanachart Capital Public Company Ltd., Metropolitan Bank & Trust Coa Thai security, at less than 0.01%. As of January 31, 2007, the largest markets covered in the Fund were South Korea (14.9%), Taiwan (12.3%), Russia (9.9%), Brazil (10.7%) and South Africa (8.5%). 5 The ten largest holdings are:
(1)OAO Gazprom ADR,
(2)Samsung Electronics Co., Ltd.,
(3)China Mobile (Hong Kong), Ltd.,
(4)America Movil SA de CV,
(5)Lukoil Sponsored ADR;
(6)Taiwan Semiconductor Manufacturing Co., Ltd.,
(7)Petroleo Brasileiro SA Pfd
(8)Hon Hai Precision Industry Co., Ltd.,
(9)Cemex SA CPO, and
(10)Petroleo Brasileiro SA. *See https://flagship.vanguard.com/VGApp/hnw/FundsSnapshot?FundId=0964&FundIntExt=INT.* The Exchange believes that Vanguard's stated investment policies prevent the Fund from being excessively weighted in any single security or small group of securities and significantly reduces concerns that trading in the Fund could become a surrogate for trading in unregistered securities. Shares of the Fund (“Fund Shares”) are issued in exchange for an “in kind” deposit of a specified portfolio of securities, together with a cash payment, in minimum size aggregation of 100,000 shares (each, a “Creation Unit”), as set forth in the Fund's prospectus. 6 The Fund issues and sells Fund Shares in Creation Unit sizes through a principal underwriter on a continuous basis at the net asset value per share next determined after an order to purchase Fund Shares and the appropriate securities are received. Following issuance, Fund Shares are traded on an exchange like other equity securities, and equity-trading rules apply. Likewise, redemption of Fund Shares is made in Creation Unit size and “in kind,” with a portfolio of securities and cash exchanged for Fund Shares that have been tendered for redemption. 6 *See* Exchange Act Release No. 34-44990, n. 16 (Oct. 25, 2001), 66 FR 56869 (Nov. 13, 2001) (approval order for SR-Amex-2001-45, noting that local restrictions on transfers of securities to and between certain kinds of investors exist in certain foreign markets that preclude in-kind creation and redemptions of Exchange-Traded Funds). The Exchange notes that the maintenance Listing Standards set forth in Rule 5.4.08 for open-end investment companies do not include criteria based on either the number of shares or other units outstanding or on their trading volume. As explained in SR-CBOE-97-03, 7 the absence of such criteria is justified on the ground that since it should always be possible to create additional shares or other interests in open-end investment companies at their net asset value by making an in-kind deposit of the securities that comprise the underlying index or portfolio, there is no limit on the available supply of such shares or interests. This, in turn, should make it highly unlikely that the market for listed, open-end investment company shares could be capable of manipulation, since whenever the market price for such shares departs from net asset value, arbitrage will occur. Similarly, since the Fund meets all of the requirements of the Listing Standards, except as described below, the Exchange believes that the same analysis applies to the Fund. 7 *See* Securities Exchange Act Release No. 40166 (July 2, 1998), 63 FR 37430 (July 10, 1998). The Exchange has reviewed the Fund and determined that it satisfies the Listing Standards, except for the requirement set forth in CBOE Rule 5.3.06(A), which requires the Fund to meet the following condition: “any non-U.S. component securities of the index or portfolio on which the Units are based that are not subject to comprehensive surveillance agreements do not in the aggregate represent more than 50% of the weight of the index or portfolio.” The Exchange currently has in place comprehensive surveillance sharing agreements (“CSSA”) with foreign exchanges that cover 48.10% of the securities in the Fund. One of the foreign exchanges on which component securities of the Fund are traded and with which the Exchange does not have a CSSA is the Bolsa Mexicana de Valores (“Bolsa”). The percentage of the weight of the Fund represented by these securities is 6.60%. The Exchange notes that the Commission recently approved the listing and trading of options on the iShares MSCI Emerging Markets Index Fund on a on a pilot basis 8 and permitted the Exchange to rely on the memorandum of understanding executed by the Commission and the CNBV, dated as of October 18, 1990 (“MOU”) for purposes of satisfying its surveillance and regulatory responsibilities for the component securities in the Fund that trade on the Bolsa until the Exchange is able to secure a surveillance agreement with the Bolsa. 9 8 *See* Exchange Act Release No. 34-53621 (April 10, 2006), 71 FR 79568 (April 14, 2006) (approving 60 day pilot listing and trading, until June 9, 2006); *see also* Exchange Act Release No. 34-53960 (June 1, 2006), 71 FR 33322 (June 8, 2006) (continuation of pilot program for additional 90 days, until September 7, 2006); *see also* Exchange Act Release No. 34-54347 (Aug. 22, 2006), 71 FR 51242 (Aug. 29, 2006) (continuation of pilot program for additional 90 days, until December 7, 2006); *see also* Exchange Act Release No. 34-54876 (Dec. 5, 2006), 71 FR 74968 (Dec. 13, 2006) (continuation of pilot program for additional six months, until June 7, 2007). 9 The CNBV is the successor to the Comision Nacional y de Valores of Mexico, which was merged with the Mexican Banking Commission in April 1995 to form the CNBV. *See* Exchange Act Release No. 36415, at n.23 (Oct. 25, 1995), 60 FR 55620 (Nov. 1, 1995) (approval order for SR-CBOE-95-045). The Bolsa falls within the regulatory oversight of CNBV. Specifically, in connection with the listing and trading of options on the iShares MSCI Emerging Markets Index Fund, the Exchange contacted the Bolsa with a request to enter into a CSSA. In response, the Bolsa expressed a willingness to enter into a surveillance sharing agreement but indicated that it was unable to provide certain information that is required as part of a CSSA. As a result of being unable to secure a CSSA with the Bolsa, the Exchange requested permission to rely for a pilot period on the MOU and the Exchange agreed to use its best efforts that during this period to obtain a CSSA with the Bolsa, which would reflect the following:
(1)Express language addressing market trading activity, clearing activity, and customer identify;
(2)the Bolsa's reasonable ability to obtain access to and produce requested information; and
(3)based on the CSSA and other information provided by the Bolsa, the absence of existing rules, law or practices that would impede the Exchange from obtaining foreign information relating to market activity, clearing activity, or customer identity, or in the event such rules, laws, or practices exist, they would not materially impede the production of customer or other information. On other occasions, the Commission has been willing to allow an exchange to rely on a memorandum of understanding entered into between regulators in the event that the exchanges themselves cannot enter into a CSSA. For example, the Exchange previously attempted to enter into a CSSA with the Bolsa around the time the Exchange sought approval to list for trading options on the CBOE Mexico 30 Index in 1995, which was comprised of stocks trading on the Bolsa. 10 Since the Bolsa was unable to provide a CSSA, the Commission allowed the Exchange to rely on the MOU between the SEC and CNBV. 10 *See* Exchange Act Release No. 36415 (Oct. 25, 1995), 60 FR 55620 (Nov. 1, 1995) (approval order for SR-CBOE-95-045). The Commission noted in the Approval Order regarding the CBOE Mexico 30 Index that, in cases where it would be impossible to secure a CSSA, the Commission has relied in the past on surveillance sharing agreements between the relevant regulators. The Commission further noted in the Approval Order that, pursuant to the terms of the MOU, it was the Commission's understanding that both the Commission and the CNBV could acquire information from and provide information to the other, similar to that which would be required in a CSSA between exchanges. Therefore, should CBOE need information on Mexican trading in the component securities of the CBOE Mexico 30 Index, the Commission could request such information from the CNBV under the MOU. The practice of relying on surveillance agreements between regulators when a foreign exchange was unable or unwilling to provide a CSSA was affirmed by the Commission in the Commission's New Product Release. 11 In the New Product Release, the Commission noted that if securing an information sharing agreement is not possible, an exchange should contact the Commission prior to listing a new derivative securities product. The Commission also noted that the Commission might determine instead that it is appropriate to rely on a memorandum of understanding between the Commission and the foreign regulator. 11 *See* n. 4, *supra.* Given the Exchange's current inability to enter into a CSSA with the Bolsa, the Exchange requests permission to rely on a pilot basis on the MOU entered into between the Commission and the CNBV for purposes of satisfying its surveillance and regulatory responsibilities for the component securities in the Fund that trade on the Bolsa until the Exchange is able to secure a CSSA with the Bolsa. The Exchange believes this request is reasonable because the Commission has already acknowledged that the MOU permits both the Commission and the CNBV to acquire information from and provide information to the other, which is similar to that which would be required in a surveillance sharing agreement between exchanges. Additionally, if the Commission approves the listing of the Fund on a pilot basis, during this period, the Exchange represents that it will continue its efforts to obtain a CSSA with the Bolsa. The Exchange also represents that it will regularly update the Commission on the status of its discussions with the Bolsa. The Commission's approval of this request would otherwise render the Fund compliant with all of the Listing Standards. 12 12 The Exchange notes that the component securities of the Fund change periodically. Therefore, the Exchange may in fact have in place CSSAs that would otherwise cover the percent weighting requirements set forth in the Listing Standards for securities not trading on the Bolsa. In this event, the Fund would satisfy all of the Listing Standards and reliance on an approval order for the Fund would be unnecessary. 2. Statutory Basis The Exchange believes the proposed rule change is consistent with the Act 13 and the rules and regulations under the Act applicable to a national securities exchange and, in particular, the requirements of Section 6(b) of the Act. 14 Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) 15 requirements that the rules of an exchange be designed to promote just and equitable principles of trade, to prevent fraudulent and manipulative acts and, in general, to protect investors and the public interest. 13 15 U.S.C. 78a *et seq.* 14 15 U.S.C. 78(f)(b). 15 15 U.S.C. 78(f)(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 solicited or received with respect to the proposed rule change. III. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change, as amended, is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-CBOE-2006-95 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-CBOE-2006-95. 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 offices of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-CBOE-2006-95 and should be submitted on or before April 16, 2007. IV. Commission's Findings and Order Granting Accelerated Approval of the Proposed Rule Change The Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange. 16 In particular, the Commission finds that the proposed rule change is consistent with Section 6(b)(5) of the Act, 17 which requires that an exchange have rules designed, among other things, 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. 16 In approving this rule change, the Commission notes that it has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 17 15 U.S.C. 78f(b)(5). The listing of the Fund Options does not satisfy CBOE Rule 5.3.06(A), which requires that: “any non-U.S. component securities of the index or portfolio on which the Units are based that are not subject to comprehensive surveillance agreements do not in the aggregate represent more than 50% of the weight of the index or portfolio.” Although the Commission has been willing to allow an exchange to rely on a memorandum of understanding entered into between regulators where the listing SRO finds it impossible to enter into an information sharing agreement, it is not clear that that CBOE has exhausted all avenues of discussion with foreign markets, including Bolsa, in order to obtain such an agreement. Indeed, with regard to Bolsa, conditions may have changed in the time period since CBOE last raised the issue with Bolsa in 1995 such that Bolsa now would be able to entering a comprehensive surveillance agreement with CBOE. Consequently, the Commission has determined to approve CBOE's listing and trading of Fund Options for a six-month pilot period during which time CBOE may rely on the MOU with respect to Fund components trading on Bolsa. During this period, the Exchange has agreed to use its best efforts to obtain a comprehensive surveillance agreement with Bolsa, which shall reflect the following:
(1)Express language addressing market trading activity, clearing activity, and customer identify;
(2)the Bolsa's reasonable ability to obtain access to and produce requested information; and
(3)based on the CSSA and other information provided by the Bolsa, the absence of existing rules, law or practices that would impede the Exchange from obtaining foreign information relating to market activity, clearing activity, or customer identity, or in the event such rules, laws, or practices exist, they would not materially impede the production of customer or other information. The Exchange also represents that it will regularly update the Commission on the status of its negotiations with Bolsa. In approving the proposed rule change, the Commission notes that CBOE currently has in place surveillance agreements with foreign exchanges that cover 48.10% of the securities in the Fund and that the Index upon which the Fund is based appears to be a broad-based index. The Exchange has requested accelerated approval of the proposed rule change. The Commission finds good cause, consistent with Section 19(b)(2) of the Act, 18 for approving this proposed rule change before the thirtieth day after the publication of notice thereof in the **Federal Register** . The Exchange has agreed to use its best efforts to obtain a comprehensive surveillance agreement with the Bolsa during a six-month pilot period in which the Exchange will rely on the MOU. 18 15 U.S.C. 78s(b)(2). V. Conclusion *It is therefore ordered* , pursuant to Section 19(b)(2) of the Act, 19 that the proposed rule change (SR-CBOE-2006-95), as modified by Amendment Nos. 1 and 2, be, and it hereby is approved on an accelerated basis for a six-month pilot period ending on September 19, 2007. 19 *Id.* For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 20 20 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-5423 Filed 3-23-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55495; File No. SR-NASD-2007-023] Self-Regulatory Organizations; National Association of Securities Dealers, Inc.; Notice of Filing of Proposed Rule Change To Amend the By-Laws of NASD To Implement Governance and Related Changes To Accommodate the Consolidation of the Member Firm Regulatory Functions of NASD and NYSE Regulation, Inc. March 20, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act” or “Exchange Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on March 19, 2007, the National Association of Securities Dealers, Inc. (“NASD”) filed with the Securities and Exchange Commission (“SEC” or “Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by NASD. 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. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change NASD is proposing to amend the By-Laws of NASD (“NASD By-Laws”) to implement governance and related changes to accommodate the consolidation of the member firm regulatory functions of NASD and NYSE Regulation, Inc. (“NYSE Regulation”). The proposed rule change also would make limited conforming changes to the By-Laws of NASD Regulation, Inc. (“NASD Regulation By-Laws”). The text of the proposed rule change is available on the NASD's Web site ( *http://www.nasd.com* ), at the principal office of NASD, and at the Commission's Public Reference Room. The text of Exhibit 5 of the proposed rule change is also available on the Commission's Web site ( *http://www.sec.gov* ). II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, NASD 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. NASD has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose Background and Reasons for the Transaction The securities industry—both domestically and internationally—is in the midst of dramatic change. As the industry changes, it has become clear that the self-regulatory organization (“SRO”) model must be adapted to ensure efficient and effective regulation. At the moment, both NASD and NYSE Regulation oversee the activities of U.S.-based broker-dealers doing business with the public, approximately 170 of which are regulated by both organizations. The result is a duplicative, sometimes conflicting system that makes inefficient use of resources and, as such, can be detrimental to the ultimate goal of investor protection. NASD has long supported the idea of one SRO having responsibility for all member firm regulation. 3 At the same time, the SEC, Congress, securities firms, and independent observers have long encouraged greater efficiencies, clarity and cost savings in the regulation of America's financial markets. For these reasons, NASD and NYSE Regulation joined together proactively to design a system that would better meet the needs of today's investors and securities firms. 3 *See* NASD's comment letter dated March 15, 2005 in response to the SEC's Concept Release Concerning Self-Regulation, Securities Exchange Act Release No. 50700 (November 18, 2004), 69 FR 71256 (December 8, 2004) (File No. S7-40-04). With the support and encouragement of the SEC, NASD and NYSE Group, Inc. (“NYSE Group”) representatives began meeting in June 2006 to discuss options for changes to the self-regulatory system. A determination was made that the scope of the discussions should be limited to eliminating redundant member regulation and not to combine the market regulatory responsibilities of NASD and NYSE Regulation. On November 28, 2006, NASD and the NYSE Group announced the plan to consolidate their member regulation operations into a combined organization that will be the sole U.S. private-sector provider of member firm regulation for securities firms that do business with the public (the “Transaction”). 4 This consolidation will streamline the broker-dealer regulatory system, combine technologies, permit the establishment of a single set of rules and group examiners with complementary areas of expertise in a single organization—all of which will serve to enhance oversight of U.S. securities firms and help ensure investor protection. Moreover, the new organization will be committed to reducing regulatory costs and burdens for firms of all sizes through greater regulatory efficiency. 4 At the closing of the Transaction, NASD will adopt a new corporate name. The proposed rule change refers to the newly named entity as the “New SRO.” The goals of the consolidation plan are to: • Establish a new organization that will be the single SRO for all securities firms doing business with the public in the U.S.; • Build and sustain the confidence critical to the operation of vibrant capital markets; • Increase efficient, effective, and consistent regulation of securities firms; • Provide cost savings to securities firms of all sizes; and • Strengthen investor protection and market integrity. None of NASD's current functions and activities will be eliminated as a result of the Transaction. The new organization will be responsible for: • Regulatory oversight of all securities firms that do business with the public; • Professional training, testing and licensing of registered persons; • Arbitration and mediation; • Market regulation by contract for The Nasdaq Stock Market, Inc. (“Nasdaq”), the American Stock Exchange LLC, and the International Securities Exchange, LLC; and • Industry utilities, such as Trade Reporting Facilities and other over-the-counter operations. The consolidation plan addresses key issues raised in the SEC's 2004 * Concept Release Concerning Self-Regulation: *
(1)The inherent conflicts of interest between SRO regulatory operations and members, market operations, issuers and stockholders;
(2)the costs and inefficiencies of multiple SROs, arising from multiple SRO rulebooks, inspection regimes and staff; and
(3)the funding SROs have available for regulatory operations and the manner in which SROs allocate revenue to regulatory operations. 5 5 *See supra* note 3. The closing of the Transaction and the consolidation of the member firm regulatory functions of the two organizations is subject to the SEC's approval of this proposed rule change, the execution of definitive agreements between NASD and NYSE Group and obtaining certain additional regulatory approvals. 6 6 On March 7, 2007, NASD and NYSE Group filed notification reports with the Department of Justice and the Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The waiting period for such a filing will terminate 30 calendar days after the filing, unless the waiting period is extended. NASD believes that the completion of the Transaction will not violate the antitrust laws. NASD also has received a favorable ruling by the Internal Revenue Service that the Transaction will not affect the tax-exempt status of NASD or NASD Regulation. NASD and NYSE Group will seek to satisfy all regulatory filing obligations and observe any required waiting periods prior to the completion of the Transaction. Composition of the New SRO Board of Governors During the Transitional Period The proposed rule change will implement the governance changes at the combined organization, including a Board structure that balances public and industry representation, and designates certain governor seats to represent member firms of various sizes. As further described below, the new governance structure guarantees industry participation that provides for fair and balanced member representation on the Board. For a transitional period commencing on the date of closing of the Transaction and ending on the third anniversary of the date of closing (the “Transitional Period”), the New SRO Board of Governors (“New SRO Board”) will consist of 23 governors as follows:
(1)Eleven of the governors will be “Public Governors”;
(2)ten of the governors will be “Industry Governors”; and
(3)two of the governors will initially be Richard G. Ketchum, Chief Executive Officer (“CEO”) of NYSE Regulation and Mary L. Schapiro, CEO of NASD. Mr. Ketchum will serve as Non-Executive Chairman of the New SRO for a term of three years. Ms. Schapiro will serve as CEO of the New SRO. The eleven Public Governors will have no material business relationship with a broker or dealer or an SRO registered under the Exchange Act. Of the ten Industry Governors,
(1)Three will be registered with a member that employs 500 or more registered persons (the “Large Firm Governors”);
(2)one will be registered with a member that employs at least 151 and no more than 499 registered persons (the “Mid-Size Firm Governor”);
(3)three will be registered with a member that employs at least one and no more than 150 registered persons (the “Small Firm Governors”);
(4)one will be associated with a floor member of the New York Stock Exchange (the “Floor Member Governor”);
(5)one will be associated with an independent dealer or insurance affiliate (the “Independent Dealer/Insurance Affiliate Governor”); and
(6)one will be associated with an investment company affiliate (the “Investment Company Affiliate Governor”). The Industry Governors and Public Governors will be appointed or nominated during the Transitional Period as follows: • The three Small Firm Governors will be nominated by the NASD Board and elected by members that have at least one and no more than 150 registered persons; provided that members of that size also can nominate such candidates. • The one Mid-Size Firm Governor will be nominated jointly by the Board of Directors of NYSE Group (“NYSE Group Board”) and the NASD Board and elected by members that have at least 151 and no more than 499 registered persons; provided that members of that size also can nominate such candidates. • The three Large Firm Governors will be nominated by the NYSE Group Board and elected by members that have 500 or more registered persons; provided that members of that size also can nominate such candidates. • Five Public Governors will be appointed by the NYSE Group Board. • Five Public Governors will be appointed by the NASD Board. • One Public Governor will be appointed jointly by the NYSE Group Board and the NASD Board. • The one Floor Member Governor will be appointed by the NYSE Group Board. • The one Independent Dealer/Insurance Affiliate Governor will be appointed by the NASD Board. • The one Investment Company Affiliate Governor will be appointed jointly by the NYSE Group Board and the NASD Board. Effective as of closing of the Transaction, the NYSE Group Board and the NASD Board in office prior to the closing will appoint the Public Governors and Industry Governors they, either individually or jointly, have the power to appoint. The Public Governors will hold office for the Transitional Period. The three Large Firm Governors, three Small Firm Governors and one Mid-Size Governor will be elected as Governors at the first annual meeting of members following the closing, which is expected to be held within ninety days after closing of the Transaction and will hold office until the first annual meeting of members following the Transitional Period. During the interim period from closing of the Transaction until the annual meeting, these seven seats will be filled by three interim Industry Governors appointed by the NASD Board prior to the closing of the Transaction from industry governors currently on the NASD Board, three interim Industry Governors appointed by the NYSE Group Board and one interim Industry Governor jointly appointed by the NYSE Group Board and the NASD Board prior to the closing of the Transaction. As a result of the NASD By-Law amendments, members will no longer have the ability to vote for all New SRO Board candidates in elections, but will have an opportunity to vote on designated seats on the New SRO Board. Specifically, firms will vote for industry nominees that are similar in size to their own firm. This means that small firms and large firms will vote for candidates running for the seats reserved for their firm size and the mid-sized firms will likewise vote for the mid-sized firm seat. All other New SRO Board seats will be appointed as described above. All members will continue to have the ability to vote on any future amendments to the New SRO By-Laws, as well as in district elections. The New SRO Board will have a Governor who will preside over executive sessions of the New SRO Board in the event the Non-Executive Chairman is recused (“Lead Governor”). The Lead Governor will be selected by the New SRO Board, after consultation with the CEO. The Board, the CEO, the Non-Executive Chairman and the Lead Governor will have the authority to call meetings of the New SRO Board. Both the CEO and Non-Executive Chairman, and for matters from which the CEO and Non-Executive Chairman are recused from considering, the Lead Governor, will have the authority to place items on the New SRO Board agendas. Governor Vacancies During the Transitional Period In the event of a vacancy in the governor position held by the CEO of NYSE Regulation during the Transitional Period, the then CEO of NYSE Regulation will serve as a governor for the remainder of the Transitional Period. If the CEO of NYSE Regulation as of closing of the Transaction ceases to occupy the office of Non-Executive Chairman for any reason during the Transitional Period, then his successor as Non-Executive Chairman shall be selected by and from a committee comprised of the Governors that were appointed or nominated by the NYSE Group Board, with the exception that those Governors that also serve as NYSE Group directors may not become Non-Executive Chairman nor may his successor as CEO of NYSE Regulation become Non-Executive Chairman. In the event of any vacancy among the Large Firm Governors, the Mid-Size Firm Governor, or the Small Firm Governors during the Transitional Period, such vacancy shall only be filled by, and nominations for persons to fill such vacancy shall be made by, a committee of the New SRO Board composed of the other Governors appointed or nominated by the NYSE Group Board in the case of a Large Firm Governor vacancy; such vacancy shall only be filled by the Board, and nominations for persons to fill such vacancy shall be made by the Nominating Committee in the case of a Mid-Size Firm Governor vacancy; or such vacancy shall only be filled by, and nominations for persons to fill such vacancy shall be made by, a committee of the New SRO Board composed of the other Governors appointed or nominated by the NASD Board in the case of a Small Firm Governor vacancy. In the event the remaining term of office of any such governor is more than twelve months, nominations shall be made as set forth above, but such vacancy will be filled by the New SRO members entitled to vote on such governor position at a meeting of such members called to fill the vacancy. In the event of any vacancy among the Floor Member Governor, the Investment Company Affiliate Governor or the Independent Dealer/Insurance Affiliate Governor during the Transitional Period, such vacancy shall only be filled by, and nominations for persons to fill such vacancy shall be made by, a committee of the New SRO Board composed of the other Governors appointed or nominated by the NYSE Group Board in the case of a Floor Member Governor vacancy; such vacancy shall only be filled by the New SRO Board, and nominations for persons to fill such vacancy shall be made by the Nominating Committee in the case of an Investment Company Affiliate Governor vacancy; or such vacancy shall only be filled by, and nominations for persons to fill such vacancy shall be made by, a committee of the New SRO Board composed of other Governors appointed or nominated by the NASD Board in the case of an Independent Dealer/Insurance Affiliate Governor vacancy. In the event of any vacancy among those Public Governors appointed by the NYSE Group Board, such vacancy shall only be filled by, and nominations for persons to fill such vacancy shall be made by, a committee of the New SRO Board composed of the other Governors appointed or nominated by the NYSE Group Board. In the event of any vacancy among those Public Governors appointed by the NASD Board, such vacancy shall only be filled by, and nominations for persons to fill such vacancy shall be made by, a committee of the New SRO Board comprised of the other Governors appointed or nominated by the NASD Board. In the event of any vacancy of the Public Governor position jointly appointed by the NYSE Group Board and the NASD Board, such vacancy shall only be filled by the New SRO Board, and nominations for persons to fill such vacancy shall be made by the Nominating Committee. Composition of the New SRO Board After the Transitional Period Upon the expiration of the Transitional Period, the term of office of the CEO of NYSE Regulation as a member of the New SRO Board will automatically terminate and the authorized number of members of the New SRO Board will be reduced by one. 7 7 Under Article VII, Section 4 of the New SRO By-Laws (Composition and Qualification of the Board), the total number of Governors is determined by the Board of Governors, with such number being no fewer than 16 nor more than 25 Governors. The number of Public Governors must exceed the number of Industry Governors. As of the first annual meeting of members following the Transitional Period, the Large Firm Governors, the Mid-Size Firm Governor and the Small Firm Governors will be elected into three classes. The composition of the classes will be arranged as follows: • The first class, being comprised of one Large Firm Governor and one Small Firm Governor, will be elected for a term of office expiring at the first succeeding annual meeting of members; • The second class, being comprised of one Large Firm Governor, one Mid-Size Firm Governor and one Small Firm Governor, will be elected for a term of office expiring at the second succeeding annual meeting of members; and • The third class, being comprised of one Large Firm Governor and one Small Firm Governor, will be elected for a term of office expiring at the third succeeding annual meeting of members. While these classes are designed to ensure staggered board seats, at no time will there be less than ten Industry Governor positions on the New SRO Board. At each annual election following the first annual meeting of members after the Transitional Period, Large Firm Governors, Small Firm Governors, and Mid-Size Firm Governors will be elected for a term of three years to replace those whose terms expire. As of the first annual meeting of members following the Transitional Period, the Public Governors, the Floor Member Governor, the Independent Dealer/Insurance Affiliate Governor, and the Investment Company Affiliate Governor (the “Appointed Governors”) will be divided by the New SRO Board into three classes, as equal in number as possible, with the first class holding office until the first succeeding annual meeting of members, the second class holding office until the second succeeding annual meeting of members, and the third class holding office until the third succeeding annual meeting of members. Each class will initially contain as equivalent a number as possible of Appointed Governors who were members of the New SRO Board appointed or nominated by the NYSE Group Board or are successors to such governor positions, on the one hand, and Appointed Governors who were members of the New SRO Board appointed or nominated by the NASD Board or are successors to such governor positions, on the other hand, to the extent the New SRO Board determines such persons are to remain Governors after the Transitional Period. At each annual election following the first annual meeting of members following the Transitional Period, Appointed Governors will be appointed by the New SRO Board for a term of three years to replace those whose terms expire. Role and Composition of the Nominating Committee The Nominating Committee will be a committee of the New SRO Board and will replace the current National Nominating Committee. For the first annual meeting following the closing of the Transaction, nominations for the seven elected industry seats will not be made by the Nominating Committee, but instead by the NASD Board and the NYSE Group Board as constituted prior to the closing of the Transaction. In addition, prior to the closing, the NASD Board and the NYSE Group Board will identify and appoint persons for the eleven public seats and three remaining industry seats. During the Transitional Period, the Nominating Committee will be responsible solely for nominating persons to fill vacancies in governor seats for which the full New SRO Board has the authority to fill. Following the Transitional Period, the Nominating Committee will be responsible for nominating persons for appointment or election to the New SRO Board, as well as nominating persons to fill vacancies in appointed or elected governor seats. During the Transitional Period, members of the Nominating Committee will be appointed jointly by the New SRO CEO and the CEO of NYSE Regulation as of closing of the Transaction (or his duly appointed successor as Chair of the New SRO Board), subject to ratification of the appointees by the New SRO Board. Following the Transitional Period, the composition of the Nominating Committee will be determined by the New SRO Board. At all times, the number of Public Governors on the Nominating Committee must equal or exceed the number of Industry Governors on the Nominating Committee. In addition, the Nominating Committee must at all times be comprised of a number of governors that is a minority of the entire New SRO Board. The New SRO CEO may not be a member of the Nominating Committee. Proposed Changes and Comparison to Current NASD By-Laws The following chart summarizes the material proposed changes as compared to the current NASD By-Laws and the timing of their effectiveness. The following is only a summary; the text of the proposed rule change is available on the NASD's Web site ( *http://www.nasd.com* ), at the principal office of NASD, and at the Commission's Public Reference Room. The text of Exhibit 5 of the proposed rule change is also available on the Commission's Web site ( *http://www.sec.gov* ). Topic Current By-Laws By-Laws effective at closing and for the transitional period By-Laws effective at the expiration of the transitional period Composition and Qualification of the Board. The Board consists of no fewer than 15 nor more than 25 Governors, comprising
(i)The Chief Executive Officer of the NASD,
(ii)if the Board of Governors determines, from time to time, in its sole discretion, that the appointment of a second officer of the NASD to the Board of Governors is advisable, a second officer of the NASD,
(iii)the President of NASD Regulation,
(iv)the Chair of the National Adjudicatory Council and
(v)no fewer than 12 and no more than 22 Governors elected by the members of the NASD. The Governors elected by the members of the NASD include a representative of an issuer of investment company shares or an affiliate of such an issuer, a representative of an insurance company, a representative of a national retail firm, a representative of a regional retail or independent financial planning member firm, a representative of a firm that provides clearing services to other NASD members, and a representative of an NASD member having not more than 150 registered persons. The number of Non-Industry Governors must exceed the number of Industry Governors. If the number of Industry and Non-Industry Governors is 13-15, the Board must include at least four Public Governors. If the number of Industry and Non-Industry Governors is 16-17, the Board must include at least five Public Governors. If the number of Industry and Non-Industry Governors is 18-23, the Board must include at least six Public Governors As of Closing, and for the Transitional Period, the Board consists of 23 authorized members, consisting of
(i)The Chief Executive Officer of the NASD,
(ii)the Chief Executive Officer of NYSE Regulation, Inc.,
(iii)eleven Public Governors,
(iv)a Floor Member Governor, an Independent Dealer/Insurance Affiliate Governor and an Investment Company Affiliate Governor and
(v)three Small Firm Governors, one Mid-Size Firm Governor and three Large Firm Governors; provided, however that the Board will not include such Small Firm Governors, Mid-Size Firm Governor or Large Firm Governors, but rather will include three persons, who immediately prior to the Closing are Industry Governors, selected by the Board in office prior to the Closing, three persons, who immediately prior to the Closing qualified as Industry Governors pursuant to the By-Laws in existence prior to the Closing, selected by the Board of Directors of NYSE Group, Inc., and one person, who immediately prior to the Closing qualified as an Industry Governor pursuant to the By-Laws in existence prior to the Closing, selected by the Board of Directors of NYSE Group, Inc. and the Board of Governors in office prior to the Closing jointly, until the election of such Small Firm Governors, Mid-Size Firm Governor and Large Firm Governors at the first annual meeting of members following the Closing. [NOTE: To allow for the possibility of a contested election, the nominees for the Small Firm Governor, Mid-Size Firm Governor or Large Firm Governor will be voted upon at an annual meeting of members which shall be held as soon as practicable after the closing of the Transaction and is expected to be held within ninety days of the closing of the Transaction.] Same as By-Laws for the Transitional Period, except that:
(i)The Chief Executive Officer of NYSE Regulation, Inc. is no longer a Governor;
(ii)the total number of Governors is determined by the Board of Governors, with such number being no fewer than 16, nor more than 25 and
(iii)the number of Public Governors is determined by the Board of Governors, provided such number must exceed the number of Industry Governors. Term of Office of Governors The Chief Executive Officer and, if appointed, the second officer of the NASD, and the President of NASD Regulation serve as Governors until a successor is elected, or until death, resignation or removal The Chair of the National Adjudicatory Council serves as a Governor for a term of one year, or until a successor is duly elected and qualified, or until death, resignation, disqualification or removal The Governors elected by the members of the NASD are divided into three classes and hold office for a term of no more than three years, such term being fixed by the Board at the time of the nomination or certification of each such Governor, or until a successor is duly elected and qualified, or until death, resignation, disqualification or removal The Chief Executive Officer serves as a Governor until a successor is elected, or until death, resignation or removal The Chief Executive Officer of NYSE Regulation, Inc. as of Closing serves as a Governor during the Transitional Period, until death, resignation or removal Effective as of Closing, the Board of Directors of NYSE Group, Inc. appoints the NYSE Public Governors, the Board in office prior to the Closing appoints the NASD Public Governors and the Board of Directors of NYSE Group, Inc. and the Board in office prior to the Closing jointly appoint the Joint Public Governor Effective as of Closing, the Board of Directors of NYSE Group, Inc. appoints the Floor Member Governor, the Board of Governors in office prior to the Closing appoints the Independent Dealer/Insurance Affiliate Governor and the Board of Directors of NYSE Group, Inc. and the Board of Governors in office prior to the Closing jointly appoint the Investment Company Affiliate Governor The Public Governors and the Floor Member Governor, the Investment Company Affiliate Governor and the Independent Dealer/Insurance Affiliate Governor appointed in accordance with the preceding paragraphs hold office for the Transitional Period, or until death, resignation, disqualification or removal Three Large Firm Governors, three Small Firm Governors and one Mid-Size Governor are elected as Governors at the first annual meeting of members following the Closing (the “Initial Member Elected Governors”). The Initial Member Elected Governors hold office until the first annual meeting of members following the Transitional Period, or until a successor is duly elected and qualified, or until death, resignation, disqualification or removal Upon the expiration of the Transitional Period, the term of office of the Chief Executive Officer of NYSE Regulation, Inc. as a member of the Board automatically, and without any further action, terminates, such person no longer is a member of the Board and the authorized number of members of the Board automatically is reduced by one The Chief Executive Officer serves as a Governor until a successor is elected, or until death, resignation or removal. Public Governors and the Floor Member Governor, the Independent Dealer/Insurance Affiliate Governor and the Investment Company Affiliate Governor (the “Appointed Governors”) are appointed by the Board. As of the first annual meeting of members following the Transitional Period, the Appointed Governors are divided by the Board into three classes, as equal in number as possible, with the first class holding office until the first succeeding annual meeting of members, the second class holding office until the second succeeding meeting of members and the third class holding office until the third succeeding annual meeting of members, or until a successor is duly appointed and qualified, or until death, resignation, disqualification or removal. Each class initially contains as equivalent a number as possible of Appointed Governors who were members of the NYSE Group Committee during the Transitional Period or are successors to such Governor positions, on the one hand, and Appointed Governors who were members of the NASD Group Committee during the Transitional Period or are successors to such Governor positions, on the other hand, to the extent the Board determines such persons are to remain Governors after the Transitional Period. At each annual election following the first annual meeting of members following the Transitional Period, Appointed Governors are appointed by the Board for a term of three years to replace those whose terms expire. As of the first annual meeting of members following the Transitional Period, the Large Firm Governors, the Mid-Size Firm Governor and the Small Firm Governors are divided into three classes, as equal in number as possible, with the first class, being comprised of one Large Firm Governor and one Small Firm Governor, holding office until the first succeeding annual meeting of members, the second class, being comprised of one Large Firm Governor, one Mid-Size Firm Governor and one Small Firm Governor, holding office until the second succeeding annual meeting of members and the third class, being comprised of one Large Firm Governor and one Small Firm Governor, holding office until the third succeeding annual meeting of members, or until a successor is duly elected and qualified, or until death, resignation, disqualification or removal. At each annual election following the first annual meeting of members following the Transitional Period, Large Firm Governors, Small Firm Governors and the Mid-Size Firm Governor are elected for a term of three years to replace those whose terms expire. Filling of Vacancies If an elected Governor position becomes vacant, whether because of death, disability, disqualification, removal or resignation, the National Nominating Committee nominates, and the Board elects by majority vote of the remaining Governors then in office, a person satisfying the classification (Industry, Non-Industry or Public Governor) for the governorship to fill such vacancy, except that if the remaining term of office for the vacant Governor position is not more than six months, no replacement is required. If the remaining term of office for the vacant Governor position is more than one year, the Governor elected by the Board to fill such position stands for election in the next annual election In the event the Chief Executive Officer of NYSE Regulation, Inc. as of Closing no longer serves as a Governor during the Transitional Period, the then Chief Executive Officer of NYSE Regulation, Inc. serves as a Governor for the remainder of the Transitional Period, until death, resignation or removal In the event of any vacancy among the NYSE Public Governors, the Joint Public Governor or NASD Public Governors during the Transitional Period, such vacancy is only filled by, and nominations for persons to fill such vacancy are made by, the NYSE Group Committee in the case of a vacant NYSE Public Governor position, such vacancy is only filled by the Board, and nominations for persons to fill such vacancy are made by the Nominating Committee, in the case of a vacant Joint Public Governor position or such vacancy is only filled by, and nominations for persons to fill such vacancy are made by, the NASD Group Committee in the case of a vacant NASD Public Governor position In the event of any vacancy among the Large Firm Governors, the Mid-Size Firm Governor or the Small Firm Governors, such vacancy is only filled by the Large Firm Governor Committee in the case of a Large Firm Governor vacancy, the Board in the case of a Mid-Size Firm Governor vacancy or the Small Firm Governor Committee in the case of a Small Firm Governor vacancy; provided, however, that in the event the remaining term of office of any Large Firm, Mid-Size Firm or Small Firm Governor position that becomes vacant is for more than 12 months, such vacancy is filled by the members of the New SRO entitled to vote thereon at a meeting thereof convened to vote thereon. All other vacancies are filled by the Board. In the event of any vacancy among the Floor Member Governor, the Investment Company Affiliate Governor or the Independent Dealer/Insurance Affiliate Governor during the Transitional Period, such vacancy is only filled by, and nominations for persons to fill such vacancy are made by, the NYSE Group Committee in the case of a Floor Member Governor vacancy, such vacancy is only filled by the Board, and nominations for persons to fill such vacancy are made by the Nominating Committee, in the case of an Investment Company Affiliate Governor vacancy or such vacancy is only filled by, and nominations for persons to fill such vacancy are made by, the NASD Group Committee in the case of an Independent Dealer/Insurance Affiliate Governor vacancy. In the event of any vacancy among the Large Firm Governors, the Mid-Size Firm Governor or the Small Firm Governors during the Transitional Period, such vacancy is only filled by, and nominations for persons to fill such vacancy are made by, the NYSE Group Governor Committee in the case of a Large Firm Governor vacancy, such vacancy is only filled by the Board, and nominations for persons to fill such vacancy are made by the Nominating Committee, in the case of the Mid-Size Firm Governor vacancy or such vacancy is only filled by, and nominations for persons to fill such vacancy are made by, the NASD Governor Committee in the case of a Small Firm Governor vacancy: provided, however, that in the event the remaining term of office of any Large Firm, Mid-Size Firm or Small Firm Governor position that becomes vacant is for more than 12 months, nominations shall be made as set forth above in this paragraph, but such vacancy is filled by the members of the New SRO entitled to vote thereon at a meeting thereof convened to vote thereon. Nominations The National Nominating Committee, which is not a committee of the Board, nominates and, in the event of a contested election, may support: Industry, Non-Industry and Public Governors for each vacant or new Governor position on the NASD Board for election by the membership; Industry, Non-Industry and Public Directors for each vacant or new position on the NASD Regulation Board and the NASD Dispute Resolution Board for election by the stockholder; and Industry, Non-Industry, and Public members for each vacant or new position on the National Adjudicatory Council for appointment by the NASD Regulation Board In the case of the first annual meeting of members following the Closing, nominations are by the Board of Directors of NYSE Group, Inc. with respect to Large Firm Governors, jointly by the Board of Directors of NYSE Group, Inc. and the Board in office prior to the Closing with respect to the Mid-Size Firm Governor and by the Board in office prior to the Closing with respect to Small Firm Governors The Nominating Committee, which is a committee of the Board, nominates and, in the event of a contested election, may support: Large Firm, Mid-Size Firm, Small Firm, Public, Floor Member, Independent Dealer/Insurance Affiliate and Investment Company Affiliate Governors for each vacant or new Governor position on the New SRO Board; Industry and Public Directors for each vacant or new position on the NASD Regulation Board and the NASD Dispute Resolution Board for election by the stockholder; and Industry and Public members for each vacant or new position on the National Adjudicatory Council for appointment by the NASD Regulation Board. Composition and Qualifications of the Nominating Committee The National Nominating Committee consists of no fewer than six and no more than nine members. The number of Non-Industry committee members equals or exceeds the number of Industry committee members. If the National Nominating Committee consists of six members, at least two must be Public committee members. If the National Nominating Committee consists of seven or more members, at least three must be Public committee members. No officer or employee of the NASD serves as a member of the National Nominating Committee in any voting or non-voting capacity. No more than three of the National Nominating Committee members and no more than two of the Industry committee members are current members of the NASD Board The Nominating Committee is jointly populated by the Chief Executive Officer and the Chief Executive Officer of NYSE Regulation, Inc. as of Closing (or his duly appointed or elected successor as Chair of the Board), subject to ratification of the appointees by the Board. The number of Public Governors on the Nominating Committee equals or exceeds the number of Industry Governors on the Nominating Committee. The Nominating Committee is at all times comprised of a number of members which is a minority of the entire Board and the Chief Executive Officer may not be a member of the Nominating Committee The Nominating Committee consists of such number of members of the Board as the Board determines from time to time. The number of Public Governors on the Nominating Committee equals or exceeds the number of Industry Governors on the Nominating Committee. The Nominating Committee is at all times comprised of a number of members which is a minority of the entire Board and the Chief Executive Officer may not be a member of the Nominating Committee. A National Nominating Committee member may not simultaneously serve on the National Nominating Committee and the Board, unless such member is in his or her final year of service on the Board, and following that year, that member may not stand for election to the Board until such time as he or she is no longer a member of the National Nominating Committee. Required Board Committees NASD is required to have an Audit Committee and a National Nominating Committee New SRO is required to have the following committees of the Board: the NASD Group Committee; The NYSE Group Committee; the Small Firm Governor Committee and the Large Firm Governor Committee, which have the authority described above in “Filling of Vacancies” and below in “Chair.” New SRO also is required to have Audit, Finance and Nominating Committees and, during the first year of the Transitional Period or as may be extended thereafter by the Board, an Integration Committee New SRO is required to have the following committees of the Board: The Small Firm Governor Committee and the Large Firm Governor Committee, which have the authority described above in “Filling of Vacancies.” New SRO also is required to have Audit, Finance and Nominating Committees. Composition of Board Committees Unless otherwise provided in the By-Laws, any committee having the authority to exercise the powers and authority of the Board has a percentage of Non-Industry committee members at least as great as the percentage of Non-Industry Governors on the Board and a percentage of Public committee members at least as great as the percentage of Public Governors on the Board The NASD Group Committee, the NYSE Group Committee, the Small Firm Governor Committee and the Large Firm Governor Committee are composed as described below in the description of such defined terms. Unless otherwise provided in the By-Laws, any other committee having the authority to exercise the powers and authority of the Board has a number of Public Governors as members thereof in excess of the number of Industry Governors which are members thereof. In addition, any committee of the Board having the authority to exercise the powers and authority of the Board (with the exception of the Large Firm Governor Committee, the Small Firm Governor Committee, the NASD Group Committee and the NYSE Group Committee) also has
(i)a percentage of members (to the nearest whole number of committee members) that are members of the NASD Group Committee at least as great as the percentage of Governors on the Board that are members of the NASD Group Committee; and
(ii)a percentage of members (to the nearest whole number of committee members) that are members of the NYSE Group Committee at least as great as the percentage of Governors on the Board that are members of the NYSE Group Committee The Small Firm Governor Committee and the Large Firm Governor Committee are composed as described below in the description of such defined terms. Unless otherwise provided in the By-Laws, any other committee having the authority to exercise the powers and authority of the Board has a number of Public Governors as members thereof in excess of the number of Industry Governors which are members thereof. Executive Committee Composition The Executive Committee consists of no fewer than five and no more than eight Governors. The Executive Committee includes the Chief Executive Officer of the NASD, and at least one Director of NASD Regulation. The Executive Committee has a percentage of Non-Industry committee members at least as great as the percentage of Non-Industry Governors on the whole Board and a percentage of Public committee members at least as great as the percentage of Public Governors on the whole Board The Executive Committee consists of no fewer than five and no more than eight Governors. The Executive Committee includes the Chief Executive Officer of the New SRO and the Chair of the Board Same as Transitional Period. Integration Committee No such committee The Board shall appoint an Integration Committee with a term of one year unless continued for a longer period by resolution of the Board. The Chair of the Board shall be the Chair of the Integration Committee Not applicable. Annual Meetings of Members An annual meeting of members of the NASD is held on such date and at such place as the Board designates. The business of the annual meeting includes the election of the members of the Board, Industry, Non-Industry and Public, by all of the members of the NASD Except for the first annual meeting following the Closing at which Large Firm Governors, the Mid-Size Firm Governor and Small Firm Governors are elected, there are no annual meetings of members during the Transitional Period. At such first annual meeting, Small Firm members are only entitled to vote for the election of Small Firm Governors, Mid-Size Firm members are only entitled to vote for the election of the Mid-Size Firm Governor and Large Firm members are only entitled to vote for the election of Large Firm Governors An annual meeting of members of the New SRO is held on such date and at such place as the Board designates. The business of the annual meeting includes the election of the Small, Mid-Size and Large Firm members of the Board. Small Firm members are only entitled to vote for the election of Small Firm Governors, Mid-Size Firm members are only entitled to vote for the election of the Mid-Size Firm Governor and Large Firm members are only entitled to vote for the election of Large Firm Governors. Authority to Call Special Meetings of the Board Not specified Special meetings of the Board of the New SRO may be called by the Board, the Chief Executive Officer of the New SRO, the Chair or the Lead Governor Same as the Transitional Period. Authority to Include Items on the Agenda for Meetings of the Board Not specified Each of the Chief Executive Officer of the New SRO and the Chair, and with respect to matters from which the Chief Executive Officer of the New SRO and the Chair recuse themselves, the Lead Governor, has the authority to include matters on the agenda of a meeting of the Board Same as the Transitional Period. Chair Elected by the Board from among its members The Chair is the Chief Executive Officer of NYSE Regulation, Inc. as of Closing so long as he remains a Governor. In the event the Chief Executive Officer of NYSE Regulation, Inc. as of the Closing ceases to be a Chair during the Transitional Period, subject to the Restated Certificate of Incorporation and the By-Laws, the Chair is selected by the NYSE Group Committee from among its members; provided that the Chair so selected may not be a member of the Board of Directors of NYSE Group, Inc. nor may the successor Chief Executive Officer of NYSE Regulation, Inc. serve as Chair Elected by the Board from among its members. The proposed amendments to the NASD By-Laws also include changes or additions to certain defined terms. In addition to changes to accommodate the new governance structure, the proposed rule change would amend the definition of “disqualification” in the NASD By-Laws to conform to the federal securities laws, such that any person subject to a statutory disqualification under the Exchange Act also would be subject to disqualification under NASD rules. 8 8 NASD will be filing a subsequent rule change to address the applicable eligibility proceedings for persons subject to disqualification as a result of the proposed change in definition. These changes or additions to the defined terms in the NASD By-Laws include the following: Term Current By-Laws By-Laws effective at closing and through and after the transitional period Closing Not applicable Means the closing of the consolidation of certain member firm regulatory functions of NYSE Regulation, Inc. and NASD. Disqualification As currently written, the definition lists some, but not all, of the grounds for statutory disqualification contained in Section 3(a)(39) of the Exchange Act Means the definition that is contained in Section 3(a)(39) of the Exchange Act. The purpose of the amendment is to conform the By-Laws directly to the statutory provision that NASD is obligated to enforce, as well as to conform the By-Laws to any subsequent amendments to the statute. Floor Member Governor Not applicable Means a member of the Board appointed as such who is a person associated with a member (or a firm in the process of becoming a member) which is a specialist or floor broker on the New York Stock Exchange trading floor. Independent Dealer/Insurance Affiliate Governor Not applicable Means a member of the Board appointed as such who is a person associated with a member which is an independent contractor financial planning member firm or an insurance company, or an affiliate of such a member. Industry Governor or Industry committee member Means a Governor (excluding the Chief Executive Officer of the NASD and the President of NASD Regulation) or committee member who:
(1)Is or has served in the prior three years as an officer, director or employee of a broker or dealer, excluding an outside director or a director not engaged in the day-to-day management of a broker or dealer;
(2)is an officer, director (excluding an outside director) or employee of an entity that owns more than ten percent of the equity of a broker or dealer, and the broker or dealer accounts for more than five percent of the gross revenues received by the consolidated entity;
(3)owns more than five percent of the equity securities of any broker or dealer, whose investments in brokers or dealers exceed ten percent of his or her net worth, or whose ownership interest otherwise permits him or her to be engaged in the day-to-day management of a broker or dealer;
(4)provides professional services to brokers or dealers, and such services constitute 20 percent or more of the professional revenues received by the Governor or committee member or 20 percent or more of the gross revenues received by the Governor's or committee member's firm or partnership;
(5)provides professional services to a director, officer or employee of a broker, dealer or corporation that owns 50 percent or more of the voting stock of a broker or dealer, and such services relate to the director's, officer's or employee's professional capacity and constitute 20 percent or more of the professional revenues received by the Governor or committee member or 20 percent or more of the gross revenues received by the Governor's or committee member's firm or partnership; or
(6)has a consulting or employment relationship with or provides professional services to the NASD, NASD Regulation, NASD Dispute Resolution, or a market for which NASD provides regulation, or has had any such relationship or provided any such services at any time within the prior three years Means the Floor Member Governor, the Independent Dealer/Insurance Affiliate Governor and the Investment Company Affiliate Governor and any other Governor (excluding the Chief Executive Officer of the New SRO and, during the Transitional Period, the Chief Executive Officer of NYSE Regulation, Inc.) or committee member who:
(1)Is or has served in the prior year as an officer, director (other than as an independent director), employee or controlling person of a broker or dealer, or
(2)has a consulting or employment relationship with or provides professional services to a self-regulatory organization registered under the Exchange Act, or has had any such relationship or provided any such services at any time within the prior year. Investment Company Affiliate Governor Not applicable Means a member of the Board appointed as such who is a person associated with a member which is an investment company (as defined in The Investment Company Act of 1940, as amended) or an affiliate of such a member. Joint Public Governor Not applicable Means the one Public Governor to be appointed as such by the Board of Directors of NYSE Group, Inc. and the Board in office prior to the Closing jointly. Large, Mid-Size and Small Firms Not applicable Mean any broker or dealer admitted to membership in the New SRO which, at the time of determination, has 1-150, 151-499 or 500 or more registered persons, respectively. Large Firm, Mid-Size Firm and Small Firm Governors Not applicable Mean members of the Board to be elected by Large, Mid-Size, and Small Firm members, respectively, provided, however, that in order to be eligible to serve, a Large Firm, Mid-Size Firm, and Small Firm Governor must be an Industry Governor and must be registered with a member which is a Large Firm, Mid-Size Firm, or Small Firm member, as the case may be. Large Firm Governor and Small Firm Governor Committees Not applicable Means a committee of the Board comprised of all of the Large Firm Governors or Small Firm Governors, as the case may be. Lead Governor Not applicable Means a member of the Board elected as such by the Board, provided, however, that any member of the Board who is concurrently serving as a member of the Board of Directors of NYSE Group, Inc. is not eligible to serve as the Lead Governor. NASD Public Governors and NYSE Public Governors Not applicable Mean the five Public Governors to be appointed as such by the Board in office prior to the Closing and the five Public Governors to be appointed as such by the Board of Directors of NYSE Group, Inc., respectively, effective as of Closing. NASD Group Committee Not applicable Means a committee of the Board comprised of the five Public Governors and the Independent Dealer/Insurance Affiliate Governor appointed as such by the Board in office prior to Closing, and the Small Firm Governors which were nominated for election as such by the Board in office prior to Closing, and in each case their successors. NYSE Group Committee Not applicable. Means a committee of the Board comprised of the five Public Governors and the Floor Member Governor appointed as such by the Board of Directors of NYSE Group, Inc., and the Large Firm Governors which were nominated for election as such by the Board of Directors of NYSE Group, Inc., and in each case their successors. Non-Industry Governor or Non-Industry committee member Means a Governor (excluding the Chief Executive Officer and any other officer of the NASD, the President of NASD Regulation) or committee member who is:
(1)A Public Governor or committee member;
(2)an officer or employee of an issuer of securities listed on a market for which NASD provides regulation;
(3)an officer or employee of an issuer of unlisted securities that are traded in the over-the-counter market; or
(4)any other individual who would not be an Industry Governor or committee member Not applicable. Public Governor or Public committee member Means a Governor or committee member who has no material business relationship with a broker or dealer or the NASD, NASD Regulation, NASD Dispute Resolution, or a market for which NASD provides regulation Means any Governor or committee member who is not the Chief Executive Officer of the New SRO or, during the Transitional Period, the Chief Executive Officer of NYSE Regulation, Inc., who is not an Industry Governor and who otherwise has no material business relationship with a broker or dealer or a self-regulatory organization registered under the Exchange Act, other than as a public director of such a self-regulatory organization. Transitional Period Not applicable Means the period commencing on the date of the Closing and ending on the third anniversary of the date of the Closing. There also are certain other non-substantive changes reflected in the rule text. For example, each reference to “the NASD” or “NASD” in the NASD By-Laws will be replaced with “the Corporation” in contemplation of the change in the name of the corporation. In addition, each reference to the “Rules of the Association” in the NASD By-Laws will be replaced with the “Rules of the Corporation.” The effective date of the proposed rule change will be the closing of the Transaction. Assuming SEC approval of the proposed rule change, corresponding changes will be made to NASD's Certificate of Incorporation. The effective date of the corresponding changes to NASD's Certificate of Incorporation also will be the closing of the Transaction. Proposed Changes to NASD Regulation By-Laws In 1996, based on recommendations of a committee appointed by the NASD Board, NASD formed its subsidiary NASD Regulation (in addition to the already existing Nasdaq) and adopted the Plan of Allocation and Delegation of Functions by NASD to Subsidiaries (“Delegation Plan”) to reflect its change in corporate structure. 9 In 2000, NASD created another subsidiary for its mediation and arbitration functions, NASD Dispute Resolution. Following the closing of the Transaction, the New SRO will evaluate the role and governance structure of the subsidiaries and the ongoing need for the Delegation Plan. At this time, the proposed rule change would make limited conforming changes to the NASD Regulation By-Laws solely to reflect the proposed governance structure of the New SRO Board. 9 On December 20, 2006, NASD eliminated its delegation of authority to Nasdaq under the Delegation Plan and effectuated complete separation with Nasdaq, including dissolution of NASD's controlling share in Nasdaq. First, in light of the new proposed composition of the New SRO Board, the proposed rule change would amend Section 5.2 of the NASD Regulation By-Laws (Number of Members and Qualifications of the National Adjudicatory Council (“NAC”)) to eliminate the reference that the Chairman of the NAC shall serve as a Governor of the NASD Board for a one-year term. Second, because the Chairman of the NAC may continue to serve as a Director of the NASD Regulation Board, the proposed rule change would eliminate the requirement in Section 4.3 (Qualifications) that only Governors of the NASD Board shall be eligible for election to the NASD Regulation Board. Finally, NASD proposes to amend the statement in Section 4.3 that provides that the CEO of NASD shall be an ex-officio non-voting member of the NASD Regulation Board, to reflect that Ms. Schapiro will occupy both the position of CEO of the New SRO and the President of NASD Regulation. In particular, the proposed rule change would clarify that where the CEO of the New SRO also serves as President of NASD Regulation, then the person shall have all powers, including voting powers, granted to all other Directors pursuant to applicable law, the Restated Certificate of Incorporation, the Delegation Plan and the NASD Regulation By-Laws. The effective date of the proposed rule change will be the closing of the Transaction. 2. Statutory Basis NASD believes that the proposed rule change is consistent with the provisions of Section 15A of the Act, including Section 15A(b)(2) of the Act, 10 in that it provides for the organization of the New SRO in a manner that will permit the New SRO to carry out the purposes of the Act, to comply with the Act, and to enforce compliance by New SRO members and persons associated with members with the Act, the rules and regulations thereunder, New SRO rules and the federal securities laws. NASD further believes that the proposed rule change is consistent with Section 15A(b)(4) of the Act 11 in that the amendments are designed to assure a fair representation of the New SRO's members in the selection of its Governors and administration of its affairs, as well as to comply with the public participant requirements of the Act. Moreover, firms that today are regulated by both NASD and NYSE Regulation will benefit from the elimination of the current duplication of regulatory review of these firms. The Transaction, as reflected in the proposed rule change, will further benefit members as it will streamline the broker-dealer regulatory system, combine technologies and permit the establishment of a single set of rules and group examiners with complementary areas of expertise in a single organization—all of which will serve to enhance oversight of U.S. securities firms and help to ensure investor protection. 10 15 U.S.C. 78o-3(b)(2). 11 15 U.S.C. 78o-3(b)(4). B. Self-Regulatory Organization's Statement on Burden on Competition NASD does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the date of publication of this notice in the **Federal Register** or within such longer period
(i)As the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or
(ii)as to which NASD consents, the Commission will:
(A)By order approve such proposed rule change, or
(B)Institute proceedings to determine whether the proposed rule change should be disapproved. 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-NASD-2007-023 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-NASD-2007-023. 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 NASD. 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-NASD-2007-023 and should be submitted on or before April 16, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 12 12 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-5422 Filed 3-23-07; 8:45 am] BILLING CODE 8010-01-P SMALL BUSINESS ADMINISTRATION [Disaster Declaration #10829] Iowa Disaster #IA-00006 AGENCY: Small Business Administration. ACTION: Notice. SUMMARY: This is a Notice of the Presidential declaration of a major disaster for Public Assistance Only for the State of Iowa ( FEMA—1688—DR), dated 03/14/2007. *Incident:* Severe Winter Storms. *Incident Period:* 02/23/2007 through 03/02/2007. *Effective Date:* 03/14/2007. *Physical Loan Application Deadline Date:* 05/14/2007. ADDRESSES: Submit completed loan applications to: U.S. Small Business Administration, Processing and Disbursement Center, 14925 Kingsport Road, Fort Worth, TX 76155. FOR FURTHER INFORMATION CONTACT: A. Escobar, Office of Disaster Assistance, U.S. Small Business Administration, 409 3rd Street, SW., Suite 6050, Washington, DC 20416. SUPPLEMENTARY INFORMATION: Notice is hereby given that as a result of the President's major disaster declaration on 03/14/2007, Private Non-Profit organizations that provide essential services of a governmental nature may file disaster loan applications at the address listed above or other locally announced locations. *The following areas have been determined to be adversely affected by the disaster:* *Primary Counties:* Benton, Black Hawk, Boone, Bremer, Buchanan, Butler, Calhoun, Cedar, Chickasaw, Clinton, Des Moines, Fayette, Floyd, Franklin, Greene, Grundy, Hamilton, Hardin, Henry, Howard, Humboldt, Iowa, Jackson, Jasper, Jefferson, Johnson, Jones, Keokuk, Lee, Linn, Louisa, Marion, Marshall, Mitchell, Muscatine, Pocahontas, Poweshiek, Story, Tama, Van Buren, Wapello, Washington, Winnebago, Winneshiek, Worth, Wright. *The Interest Rates are:* Percent Other (Including Non-Profit Organizations) With Credit Available Elsewhere 5.250 Businesses and Non-Profit Organizations Without Credit Available Elsewhere 4.000 The number assigned to this disaster for physical damage is 10829 (Catalog of Federal Domestic Assistance Number: 59008) Herbert L. Mitchell, Associate Administrator for Disaster Assistance. [FR Doc. E7-5428 Filed 3-23-07; 8:45 am] BILLING CODE 8025-01-P SMALL BUSINESS ADMINISTRATION [Disaster Declaration #10817] Oregon Disaster Number OR-00017 AGENCY: Small Business Administration. ACTION: Amendment 1. SUMMARY: This is an amendment of the Presidential declaration of a major disaster for Public Assistance Only for the State of Oregon (FEMA-1683-DR), dated 02/22/2007. *Incident:* Severe Winter Storm and Flooding. *Incident Period:* 12/14/2006 through 12/15/2006. *Effective Date:* 03/16/2007. *Physical Loan Application Deadline Date:* 04/23/2007. ADDRESSES: Submit completed loan applications to: U.S. Small Business Administration, Processing and Disbursement Center, 14925 Kingsport Road, Fort Worth, TX 76155. FOR FURTHER INFORMATION CONTACT: A. Escobar, Office of Disaster Assistance, U.S. Small Business Administration, 409 3rd Street, SW., Suite 6050, Washington, DC 20416. SUPPLEMENTARY INFORMATION: The notice of the President's major disaster declaration for Private Non-Profit organizations in the State of Oregon, dated 02/22/2007, is hereby amended to include the following areas as adversely affected by the disaster. *Primary Counties:* Wasco. All other information in the original declaration remains unchanged. (Catalog of Federal Domestic Assistance Number: 59008) Herbert L. Mitchell, Associate Administrator for Disaster Assistance. [FR Doc. E7-5427 Filed 3-23-07; 8:45 am] BILLING CODE 8025-01-P DEPARTMENT OF STATE [Public Notice 5729] Culturally Significant Objects Imported for Exhibition Determinations: “Edward Hopper” *Summary:* Notice is hereby given of the following determinations: Pursuant to the authority vested in me by the Act of October 19, 1965 (79 Stat. 985; 22 U.S.C. 2459), Executive Order 12047 of March 27, 1978, the Foreign Affairs Reform and Restructuring Act of 1998 (112 Stat. 2681, *et seq.* ; 22 U.S.C. 6501 note, *et seq.* ), Delegation of Authority No. 234 of October 1, 1999, Delegation of Authority No. 236 of October 19, 1999, as amended, and Delegation of Authority No. 257 of April 15, 2003 [68 FR 19875], I hereby determine that the objects to be included in the exhibition “Edward Hopper”, imported from abroad for temporary exhibition within the United States, are of cultural significance. The objects are imported pursuant to loan agreements with the foreign owners or custodians. I also determine that the exhibition or display of the exhibit objects at the Museum of Fine Arts, Boston, Massachusetts, beginning on or about May 6, 2007, until on or about August 19, 2007, the National Gallery of Art, Washington, DC, beginning on or about September 16, 2007, until on or about January 21, 2008, and the Art Institute of Chicago, Chicago, Illinois, beginning on or about February 16, 2008, until on or about May 11, 2008, and at possible additional venues yet to be determined, is in the national interest. Public Notice of these Determinations is ordered to be published in the **Federal Register** . *For Further Information Contact:* For further information, including a list of the exhibit objects, contact Julianne Simpson, Attorney-Adviser, Office of the Legal Adviser, U.S. Department of State (telephone:
(202)453-8050). The address is U.S. Department of State, SA-44, 301 4th Street, SW., Room 700, Washington, DC 20547-0001. Dated: March 20, 2007. C. Miller Crouch, Principal Deputy Assistant Secretary for Educational and Cultural Affairs Department of State. [FR Doc. E7-5485 Filed 3-23-07; 8:45 am] BILLING CODE 4710-05-P DEPARTMENT OF STATE [Delegation of Authority No. 297] Delegation by the Secretary of State to the Under Secretary for Arms Control and International Security of Authority To Submit the Annual Report on Moscow Treaty Interpretation By virtue of the authority vested in me as Secretary of State, including Section 1 of the State Department Basic Authorities Act, as amended (22 U.S.C. 2651a) and Executive Order 13313 of July 31, 2003 (68 FR 45151), I hereby delegate to the Under Secretary for Arms Control and International Security the authority to submit the annual report on the implementation of the Moscow Treaty by the United States and Russian Federation pursuant to Condition
(2)of the March 6, 2003, Resolution of Advice and Consent to Ratification of the Treaty Between the United States of America and the Russian Federation on Strategic Offensive Reductions (the Moscow Treaty). 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. Notwithstanding this delegation of authority, the Secretary, the Deputy Secretary, or the Under Secretary for Policy may at any time exercise any authority or function delegated by this delegation of authority. This delegation of authority shall be published in the **Federal Register** . Dated: October 25, 2006. Condoleezza Rice, Secretary of State, Department of State. Editorial Note: This document was received at the Office of the Federal Register on March 21, 2007. [FR Doc. E7-5489 Filed 3-23-07; 8:45 am] BILLING CODE 4710-10-P DEPARTMENT OF TRANSPORTATION Federal Aviation Administration Notice of Intent To Request Revision From the Office of Management and Budget of a Currently Approved Information Collection Activity, Request for Comments; Certification of Airmen for the Operation of Light-Sport Aircraft AGENCY: Federal Aviation Administration (FAA), DOT. ACTION: Notice and request for comments. SUMMARY: The FAA invites public comments about our intention to request the Office of Management and Budget
(OMB)to approve a current information collection. This proposal establishes requirements for the certification, operation, and maintenance of light-sport aircraft. DATES: Carla Mauney on
(202)267-9895, or by e-mail at: *Carla.Mauney@faa.gov.* SUPPLEMENTARY INFORMATION: Federal Aviation Administration
(FAA)*Title:* Certification of Airmen for the Operation of Light-Sport Aircraft. *Type of Request:* Revision of an approved collection. *OMB Control Number:* 2120-0690. *Form(s):* 8130-6, 8130-7, 8710-11, 8130-XX, 8710-XX, 337, 8110-14, 8110-28, 8610-2. *Affected Public:* A total of 28,449 Respondents. *Frequency:* The information is collected on occasion. *Estimated Average Burden per Response:* Approximately 1.27 hours per response. *Estimated Annual Burden Hours:* An estimated 72,582 hours annually. *Abstract:* This proposal establishes requirements for the certification, operation, and maintenance of light-sport aircraft. The FAA has proposed establishing a sport pilot certificate and a flight instructor certificate with a sport pilot rating. The FAA also has proposed establishing requirements for student pilots and private pilots to operate these aircraft, and revising the recreational pilot certificate to align it with privileges certificate with ratings for individuals who would inspect and maintain light-sport aircraft. In addition, the FAA has proposed a new category of special airworthiness certificate for light-sport aircraft that meet a consensus standard. ADDRESSES: Send comments to the FAA at the following address: Ms. Carla Mauney, Room 712, Federal Aviation Administration, Strategy and Investment Analysis Division, AIO-20, 800 Independence Ave., SW., Washington, DC 20591. *Comments are invited on:* Whether the proposed collection of information is necessary for the proper performance of the functions of the Department, including whether the information will have practical utility; the accuracy of the Department's estimates of the burden of the proposed information collection; ways to enhance the quality, utility and clarity of the information to be collected; and ways to minimize the burden of the collection of information on respondents, including the use of automated collection techniques or other forms of information technology. Issued in Washington, DC, on March 20, 2007. Carla Mauney, FAA Information Collection Clearance Officer, Strategy and Investment Analysis Division, AIO-20. [FR Doc. 07-1466 Filed 3-23-07; 8:45 am]
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U.S. Code
- Federal agency responsibilities§ 3506
- Licensing federally owned inventions§ 209
- Public information; agency rules, opinions, orders, records, and proceedings§ 552
- Board meetings; audits; reports; scholarship eligibility§ 1862n–5
- Open meetings§ 552b
- Registration, responsibilities, and oversight of self-regulatory organizations§ 78s
- Short title§ 78a
- Definitions and application§ 78c
- National securities exchanges§ 78f
- Registered securities associations§ 78o–3
- Immunity from seizure under judicial process of cultural objects imported for temporary exhibition or display§ 2459
- Purposes§ 6501
- Organization of Department of State§ 2651a
CFR
- Exclusive, co-exclusive, and partially exclusive licenses.§ 404.7
- Requests for action under this subpart.§ 2.206
- Conditions of general license issued under § 72.210.§ 72.212
- Changes, tests, and experiments.§ 50.59
- Application for amendment of license, construction permit, or early site permit.§ 50.90
- Technical specifications.§ 50.36
- Notice for public comment; State consultation.§ 50.91
- Criterion for categorical exclusion; identification of licensing and regulatory actions eligible for categorical exclusion or otherwise not requiring environmental review.§ 51.22
- Delegation of authority to Director of Division of Trading and Markets.§ 200.30-3
public-private-law
8 references not yet in our index
- 20 CFR 603
- Pub. L. 92-463
- 45 CFR 614
- 10 CFR 20
- 17 CFR 240.19
- 15 USC 78(f)(b)
- 15 USC 78(f)(b)(5)
- 79 Stat. 985
Citation graph
cites case law
Notices
Notice
Cite20 CFR 603
Pub. L.Pub. L. 92-463
Cite45 CFR 614
Cites 33 · showing 12Cited by 0 across 0 sources