Notices. License renewal: Extension of time for the filing of requests for hearing or petitions for leave to intervene in the license renewal proceeding
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BILLING CODE 7560-01-M NUCLEAR REGULATORY COMMISSION Entergy Nuclear Operations, Inc., Indian Point Nuclear Generating Unit Nos. 2 and 3; Notice of Opportunity for Hearing Regarding Renewal of Facility Operating License Nos. DPR-26 and DPR-64 for an Additional 20-Year Period: Extension of Time for Filing of Requests for Hearing or Petitions for Leave To Intervene in the License Renewal Proceeding AGENCY: U.S. Nuclear Regulatory Commission. ACTION: License renewal: Extension of time for the filing of requests for hearing or petitions for leave to intervene in the license renewal proceeding. SUMMARY: On August 1, 2007 (72 FR 42134), the Nuclear Regulatory Commission
(NRC)announced its acceptance for docketing of the application and notice of opportunity for hearing for the renewal of Operating License Nos. DPR-26 and DPR-64, which authorize Entergy Nuclear Operations, Inc. to operate Indian Point Nuclear Generating Unit Nos. 2 and 3, respectively, at 3216 megawatts thermal
(MWt)for each unit. A sixty-day period was provided for the filing of written requests for a hearing or petitions for leave to intervene with respect to the renewal of the license. The period for the filing of requests for a hearing or petitions for leave to intervene was to have expired on October 1, 2007. The period for the filing of requests for a hearing or petitions for leave to intervene has been extended and now expires on November 30, 2007. The period for filling answers to such requests or petitions has also been extended. DATES: The period for the filing of requests for a hearing or petitions for leave to intervene has been extended and now expires on November 30, 2007. Answers to such requests or petitions are now due on January 11, 2008, and replies to those answers are due on January 18, 2008 (see 10 CFR 2.309(h)). Non-timely requests and/or petitions and contentions will not be entertained absent a determination of the Commission, the presiding officer, or the Atomic Safety and Licensing Board that the petition, request and/or contentions should be granted based on a balancing of the factors specified in 10 CFR 2.309(a)(1)(i)-(viii). ADDRESSES: A request for a hearing or a petition for leave to intervene must be filed by:
(1)First class mail addressed to the Office of the Secretary of the Commission, U.S. Nuclear Regulatory Commission, Washington, DC 20555-0001, Attention: Rulemaking and Adjudications Staff;
(2)Courier, express mail, and expedited delivery services to the Office of the Secretary, Sixteenth Floor, One White Flint North, 11555 Rockville Pike, Rockville, Maryland 20852, Attention: Rulemaking and Adjudications Staff;
(3)E-mail addressed to the Office of the Secretary, U.S. Nuclear Regulatory Commission, *HEARINGDOCKET@NRC.GOV* ; or
(4)facsimile transmission addressed to the Office of the Secretary, U.S. Nuclear Regulatory Commission, Washington, DC, Attention: Rulemaking and Adjudications Staff at 301-415-1101 (verification number: 301-415-1966). 1 A copy of the request for hearing or petition for leave to intervene must also be sent to the Office of the General Counsel, U.S. Nuclear Regulatory Commission, Washington, DC 20555-0001, and it is requested that copies be transmitted either by means of facsimile transmission to 301-415-3725 or by e-mail to *OGCMailCenter@nrc.gov* . A copy of the request for hearing or petition for leave to intervene should also be sent to the Assistant General Counsel, Entergy Nuclear Operations, Inc., 440 Hamilton Avenue, White Plains, NY 10601. 1 If the request/petition is filed by e-mail or facsimile, an original and two copies of the document must be mailed within 2
(two)business days thereafter to the Secretary, U.S. Nuclear Regulatory Commission, Washington, DC 20555-0001, Attention: Rulemaking and Adjudications Staff. Detailed information about the license renewal process can be found under the Nuclear Reactors icon at *http://www.nrc.gov/reactors/operating/licensing/renewal.html* on the NRC's Web site. Copies of the application to renew the operating licenses for Indian Point Nuclear Generating Unit Nos. 2 and 3 are available for public inspection at the Commission's Public Document Room (PDR), located at One White Flint North, 11555 Rockville Pike (first floor), Rockville, Maryland 20852-2738. The same documents may also be viewed and downloaded electronically via the applications Web site, *http://www.nrc.gov/reactors/operating/licensing/renewal/applications.html* , while the application is under review. The application may be accessed in ADAMS through the NRC's Public Electronic Reading Room on the Internet at *http://www.nrc.gov/reading-rm/adams.html* under ADAMS Accession Numbers ML071210507, ML071280700, and ML071800318. Persons who do not have access to ADAMS or who encounter problems in accessing the documents located in ADAMS may contact the NRC PDR Reference staff at 1-800-397-4209 or 301-415-4737 or by e-mail to *pdr@nrc.gov* . The NRC staff has verified that a copy of the license renewal application is also available to local residents near Indian Point Nuclear Generating Unit Nos. 2 and 3 at the White Plains Public Library, 100 Martine Avenue, White Plains, NY 10601; the Field Library, 4 Nelson Avenue, Peekskill, NY 10566; and the Hendrick Hudson Free Library, 185 Kings Ferry Road, Montrose, NY 10548. Dated at Rockville, Maryland, this 25th day of September 2007. For the U.S. Nuclear Regulatory Commission. Annette L. Vietti-Cook, Secretary of the Commission. [FR Doc. E7-19311 Filed 9-28-07; 8:45 am] BILLING CODE 7590-01-P NUCLEAR REGULATORY COMMISSION [Docket No. 40-8838-MLA; ASLBP No. 00-776-04-MLA] Atomic Safety and Licensing Board; in the Matter of: U.S. Army (Jefferson Proving Ground Site); Notice of Hearing (Application for a License Amendment) September 20, 2007. Before Administrative Judges: Alan S. Rosenthal, Chairman; Dr. Paul B. Abramson, Dr. Richard F. Cole. This Atomic Safety and Licensing Board hereby gives notice that, pursuant to 10 CFR Part 2, Subpart L, it will convene an evidentiary hearing on October 22, 2007 to receive testimony and exhibits concerning the adequacy of the Field Sampling Plan
(FSP)in the application submitted by the Department of the Army (Licensee) for an amendment to its NRC materials license (License No. SUB-1435) for an alternate decommissioning schedule. *See* 10 CFR 40.42(g)(2). Between 1983 and 1994, under the auspices of that license, the Licensee conducted accuracy testing of depleted uranium
(DU)tank penetration rounds at its Jefferson Proving Ground site located in Madison, Indiana. It now seeks a license amendment that would provide an alternate schedule (i.e., a five-year additional period) for the submittal of a decommissioning plan for that site. Such a plan is required because there is currently amassed on the JPG site approximately 70,000 kilograms of DU munitions. This Board has found one contention presented by Save the Valley, Inc. (Intervenor) regarding the alternate decommissioning schedule to satisfy the admissibility requirements imposed by 10 CFR 2.309(f)(1). LBP-06-6, 63 NRC 167 183-85 (2006). That contention asserts ( *id.* at 183): As filed, the FSP is not properly designed to obtain all the verifiable data required for reliable dose modeling and accurate assessment of the effects on exposure pathways of meteorological, geological, hydrological, animal, and human features specific to the JPG site and its surrounding area. On December 20, 2006 and May 1, 2007, the Board rejected Intervenor's other contentions as inadmissable. *See* LBP-06-27, 64 NRC 438 (2006); LBP-07-07, 65 NRC_(slip op.) (2007). A. Date, Time, and Location of Evidentiary Hearing The evidentiary hearing in this proceeding, which will be open to the public, 1 will begin on Monday, October 22, 2007 at 10:30 a.m., and will continue day-to-day, ending no later than Friday, October 26 at 5 p.m., at the location specified below: Madison City Hall, 101 W. Main Street, Madison, IN 47250. 1 Members of the public who plan to attend the evidentiary hearing are advised that security measures may be employed at the entrance to the facility, including searches of hand-carried items such as briefcases, backpacks, packages, etc. In addition, signs, banners, posters, and displays will be prohibited because they are disruptive to the conduct of the adjudicatory process. *See* Procedures for Providing Security Support for NRC Public Meetings/Hearings, 66 FR 31,719 (June 12, 2001). In the event that a party deems it necessary to discuss protected information at the hearing, that portion of the hearing will be closed to the public. *See* 10 CFR 2.390(a)(4). B. Submitting Written Limited Appearance Statements Any person not a party to the proceeding, including persons who are affiliated with or represented by a party, may submit to the Board at any time a written limited appearance statement setting forth his or her position on matters of concern relating to this proceeding. *See* 10 CFR 2.315(a). Although these statements do not constitute testimony or evidence in the proceeding, they nonetheless may assist the Board and/or the parties in their consideration of the issues. Such statements should be submitted to: *Mail:* Office of the Secretary, Rulemakings and Adjudications Staff, U.S. Nuclear Regulatory Commission, Washington, DC 20555-0001. *Fax:*
(301)415-1101 (verification
(301)415-1966). *E-mail: hearingdocket@nrc.gov.* In addition, using the same method of service, a copy of the written statement must be sent to the Chairman of this Licensing Board as follows: *Mail:* Administrative Judge Alan S. Rosenthal, c/o: Meg Parish, Esq., Law Clerk, Atomic Safety and Licensing Board Panel, Mail Stop T-3 F23, U.S. Nuclear Regulatory Commission, Washington, DC 20555-0001. *Fax:*
(301)415-5599 (verification
(301)415-6094). *E-mail: map4@nrc.gov.* On Tuesday July 18, 2006, this Board entertained oral limited appearance statements from members of the public in connection with this proceeding. *See* Notice (Notice of Opportunity To Make Oral or Written Limited Appearance Statements), 71 FR 33,776 (June 6, 2006). Another such opportunity for oral statements will not be presented in this notice at this time. C. Availability of Documentary Information Regarding the Proceeding Documents relating to this proceeding are available for public inspection at the Commission's Public Document Room (PDR), located at One White Flint North, 11555 Rockville Pike (first floor), Rockville, Maryland, or electronically from the publicly available records component of NRC's document system (ADAMS). ADAMS is accessible from the NRC Web site at *http://www.nrc.gov/reading-rm/adams.html* (Electronic Reading Room). Persons who do not have access to ADAMS or who encounter problems in accessing the documents located in ADAMS should contact the NRC PDR reference staff by telephone at
(800)397-4209 or
(301)415-4737, or by e-mail to *pdr@nrc.gov.* It is so *Ordered.* For the Atomic Safety and Licensing Board 2 2 Copies of this Memorandum and Order were sent this date by Internet electronic mail transmission to counsel for
(1)the Licensee,
(2)the NRC Staff, and
(3)Intervenor. Dated: Rockville, Maryland September 20, 2007. Alan S. Rosenthal, Chairman, Administrative Judge. [FR Doc. E7-19313 Filed 9-28-07; 8:45 am] BILLING CODE 7590-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56521] Order Cancelling the Registration of a Transfer Agent September 25, 2007. On October 26, 2006, notice was published in the **Federal Register** that the Securities and Exchange Commission (“Commission”) intended to issue an order, pursuant to Section 17A(c)(4)(B) of the Securities Exchange Act of 1934 (“Act”), 1 cancelling the transfer agent registration of certain transfer agents. 2 For the reasons discussed below, the Commission is cancelling the registration of one of the transfer agents listed in the notice. 1 15 U.S.C. 78q-1(c)(4)(B). 2 Securities Exchange Act Release No. 54633 (October 20, 2006), 71 FR 62631 (October 26, 2006). FOR FURTHER INFORMATION CONTACT: Jerry W. Carpenter, Assistant Director, or Catherine Moore, Special Counsel, at
(202)551-5710, Division of Market Regulation, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-6628. Background Section 17A(c)(4)(B) of the Act provides that if the Commission finds that any transfer agent registered with the Commission is no longer in existence or has ceased to do business as a transfer agent, the Commission shall by order cancel that transfer agent's registration. On October 26, 2006, the Commission published notice of its intention to cancel the registration of 45 transfer agents that the Commission believed were no longer in existence or had ceased doing business as transfer agents. The notice stated that at any time after November 27, 2006, which was 30 days after the notice was published in the **Federal Register** , the Commission intended to issue an order canceling the registrations of any or all of the identified transfer agents. Gerdine & Associates (File No. 84-5820) was one of the transfer agents identified in the notice. Gerdine & Associates objected to the cancellation of its registration because it stated that it has not ceased to do business as a transfer agent. On February 1, 2007, the Commission by order cancelled the registration of the 44 other transfer agents identified in the notice, but it postponed taking action with respect to Gerdine & Associates' registration pending further inquiry. 3 3 Securities Exchange Act Release No. 55220 (February 1, 2007), 72 FR 6623 (February 12, 2007). After conducting an inquiry, including a telephone interview with the representative from Gerdine & Associates, the Commission has determined that Gerdine & Associates is not in business as a transfer agent. Accordingly, the Commission is cancelling the registration of Gerdine & Associates. Order It is therefore ordered pursuant to Section 17A(c)(4)(B) of the Act that the registration as a transfer agent of Gerdine & Associates be and hereby is cancelled. For the Commission by the Division of Market Regulation, pursuant to delegated authority. 4 4 17 CFR 200.30-3(a)(22). Nancy M. Morris, Secretary. [FR Doc. E7-19291 Filed 9-28-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. IC-27978; 812-13394] Citi Investor Services, Inc. f/n/a The BISYS Group, Inc., et al.; Notice of Application and Temporary Order September 24, 2007. AGENCY: Securities and Exchange Commission (“Commission”). ACTION: Temporary order and notice of application for a permanent order under section 9(c) of the Investment Company Act of 1940 (“Act”). Summary of Application: Applicants have received a temporary order exempting them from section 9(a) of the Act, with respect to an injunction entered against Citi Investor Services, Inc. f/n/a The BISYS Group, Inc. (“BISYS”) on July 27, 2007 by the United States District Court for the Southern District of New York (the “Injunction”), until the Commission takes final action on an application for a permanent order. Applicants have requested a permanent order. Applicants: BISYS, Heartland Investor Services, LLC, Mercantile Investment Services, Inc., ProFunds Distributors, Inc. and Victory Capital Advisers, Inc. (collectively, other than BISYS, the “BISYS Underwriter Applicants,” and, together with BISYS, the “BISYS Applicants”); Citigroup Global Markets Inc. (“CGMI”), CEFOF GP I Corp. (“CEFOF”), CELFOF GP Corp. (“CELFOF”), Citibank, N.A. (“Citibank”), Citigroup Alternative Investments LLC (“Citigroup Alternative”), Citigroup Investment Advisory Services Inc. (“Citigroup Advisory”), SSBCP GP I Corp. (“SSBCP”), and SSBPIF GP Corp. (“SSBPIF”, and, together with CGMI, CEFOF, CELFOF, Citibank, Citigroup Alternative, Citigroup Advisory, and SSBCP, the “Citigroup Applicants,” and together with the BISYS Applicants, the “Applicants”). 1 1 Applicants request that any relief granted pursuant to the application also apply to any other company of which BISYS is or hereafter may become an affiliated person in the future (together with the Applicants, the “Covered Persons”). Filing Date: The application was filed on June 6, 2007 and amended on September 13, 2007 and September 20, 2007. Hearing or Notification of Hearing: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission's Secretary and serving Applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on October 19, 2007, and should be accompanied by proof of service on Applicants, in the form of an affidavit, or for lawyers, a certificate of service. Hearing requests should state the nature of the writer's interest, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission's Secretary. ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. Applicants, BISYS, 105 Eisenhower Parkway, Roseland, New Jersey 07068, the BISYS Underwriter Applicants, 100 Summer Street, 15th Floor, Boston, Massachusetts, 02110, CGMI, 787 Seventh Ave., 32nd Floor, New York, New York 10019, CEFOF and CELFOF, 388 Greenwich Street, New York, New York 10013, Citibank, 153 East 53rd Street, 5th Floor, New York, New York 10043, Citigroup Alternative, 731 Lexington Avenue, 28th Floor, New York, NY 10022, Citigroup Advisory, 787 Seventh Ave., 15th Floor, New York, New York 10019, SSBCP and SSBPIF, 338 Greenwich Street, New York, New York 10013. FOR FURTHER INFORMATION CONTACT: Shannon Conaty, Senior Counsel, at
(202)551-6827, or Janet M. Grossnickle, Branch Chief, at
(202)551-6821, (Division of Investment Management, Office of Investment Company Regulation). SUPPLEMENTARY INFORMATION: The following is a temporary order and a summary of the application. The complete application may be obtained for a fee at the Commission's Public Reference Desk, 100 F Street, NE., Washington, DC 20549-0102 (tel. 202-551-8090). Applicants' Representations 1. BISYS, a Delaware corporation, directly and through wholly-owned subsidiaries, provides products and support services to financial institutions, including insurance companies, banks and mutual funds. Each of the BISYS Underwriter Applicants is an indirect, wholly-owned subsidiary of BISYS and serves as principal underwriter for one or more registered investment companies or series thereof (“Funds”). 2 Each BISYS Underwriter Applicant is registered with the Commission as a broker-dealer under section 15 of the Securities Exchange Act of 1934 (“Exchange Act”). 2 Neither BISYS nor any of the BISYS Underwriter Applicants serves as investment adviser or depositor for any Fund or as principal underwriter for any registered unit investment trust (“UIT”) or registered face amount certificate company. 2. On July 27, 2007, the United States District Court for the Southern District of New York entered the Injunction against BISYS in a matter brought by the Commission. 3 The Commission alleged in the complaint (“Complaint”) that BISYS violated sections 13(a) and 13(b)(2)(A) and
(B)of the Exchange Act and rules 12b-20, 13a-1, 13a-11 and 13a-13 thereunder when it engaged in improper accounting practices that resulted in an overstatement of BISYS's financial results for the fiscal years ended 2001 through 2003 by about $180 million. The alleged violations involved improperly recording commissions earned by companies before they were acquired by BISYS as its own revenue, the failure to adequately reserve against an aging receivable balance, improper accounting for renewal and bonus commissions, and other improper accounting entries. The Complaint alleged that the resulting inaccurate financial results were incorporated in public filings, annual reports to shareholders, press releases and offering documents. Thus, the Complaint alleged that BISYS violated the financial reporting, books and records, and internal controls provisions of the Exchange Act. Without admitting or denying the allegations in the Complaint, except as to jurisdiction, BISYS consented to a final judgment (“Final Judgment”) that includes, among other things, the entry of the Injunction and the payment of disgorgement and prejudgment interest. 3 United States Securities and Exchange Commission v. The BISYS Group, Inc., 07-CIV-4010
(KMK)(S.D.N.Y. May 23, 2007). 3. On August 1, 2007, Citigroup Inc. (“Citigroup”) acquired BISYS (the “BISYS Acquisition”). As a result of the BISYS Acquisition, BISYS is now an affiliated person of the Citigroup Applicants, which currently serve as investment advisers, depositors or principal underwriters to Funds. Certain of the Citigroup Applicants serve as investment advisers to employees' securities companies (included in the term “Funds”). Applicants” Legal Analysis 1. Section 9(a)(2) of the Act, in relevant part, prohibits a person who has been enjoined from engaging in or continuing any conduct or practice in connection with the purchase or sale of a security from acting, among other things, as an investment adviser or depositor of any registered investment company or a principal underwriter for any registered open-end investment company, registered UIT or registered face-amount certificate company. Section 9(a)(3) of the Act makes the prohibition in section 9(a)(2) applicable to a company, any affiliated person of which has been disqualified under the provisions of section 9(a)(2). Section 2(a)(3) of the Act defines “affiliated person” to include any person directly or indirectly controlling, controlled by, or under common control with, the other person. Applicants state that BISYS is an affiliated person of each of the other Applicants within the meaning of section 2(a)(3) of the Act. Applicants state that the entry of the Injunction resulted in Applicants being subject to the disqualification provisions of section 9(a) of the Act. 2. Section 9(c) of the Act provides that the Commission shall grant an application for exemption from the disqualification provisions of section 9(a) if it is established that these provisions, as applied to the Applicants, are unduly or disproportionately severe or that the Applicants' conduct has been such as not to make it against the public interest or the protection of investors to grant the exemption. Applicants have filed an application pursuant to section 9(c) seeking a temporary and permanent order exempting the Applicants and the other Covered Persons from the disqualification provisions of section 9(a) of the Act. On July 27, 2007, the Applicants received a temporary conditional order from the Commission exempting them from section 9(a) of the Act with respect to the Injunction until the Commission takes final action on an application for a permanent order or, if earlier, September 24, 2007. 4 4 Investment Company Act Release No. 27915 (July 27, 2007). 3. Applicants believe they meet the standard for exemption specified in section 9(c). Applicants state that the prohibitions of section 9(a) as applied to the Applicants would be unduly and disproportionately severe and that the conduct of Applicants has been such as not to make it against the public interest or the protection of investors to grant the exemption from section 9(a). 4. Applicants state that the alleged conduct giving rise to the Injunction did not involve any of the Applicants acting in the capacity of investment adviser, sub-adviser, depositor, or principal underwriter for any Fund and, with respect to the Citigroup Applicants, occurred prior to the BISYS Acquisition, when they were not affiliated with BISYS. Except as discussed in footnote 5, Applicants state that no director, officer or employee of any of the Applicants who is or was involved in providing investment advisory or underwriting services to the Funds was involved in the conduct which forms the basis of the Injunction. 5 Applicants also state that the matters underlying the Injunction are unrelated to the Applicants' investment advisory, depository and principal underwriting activities. In addition, Applicants represent that no Funds to which any BISYS Underwriter Applicant currently provides underwriting services bought or held any securities issued by BISYS during the period of misconduct alleged in the Complaint, other than with respect to index funds and routine trade errors that were promptly corrected. 5 The Complaint contains general allegations relating to the conduct of former employees of the Fund Services Division of BISYS, but does not contain any specific allegations that any directors, officers or employees of any of the Applicants who is or was involved in providing underwriting services to the Funds participated in the conduct which resulted in the Injunction. To the best of the BISYS Applicants' knowledge and belief, any directors, officers or employees that allegedly participated in the conduct that resulted in the Injunction are either no longer employed by the Applicants or are not, and will not be, involved in providing investment advisory, depository or underwriting services to the Funds. 5. Applicants further represent that the inability of the Applicants to continue to serve as investment adviser, depositor or principal underwriter to the Funds would result in potentially severe hardships for the Funds and their shareholders. The BISYS Underwriter Applicants have distributed, or will distribute as soon as reasonably practical, written materials, including an offer to meet in person to discuss the materials, to the board of directors or trustees of each Fund (each, a “Board”) for which the BISYS Underwriter Applicants serve as principal underwriter, including the directors who are not “interested persons,” as defined in section 2(a)(19) of the Act, of such Fund, and their independent legal counsel as defined in rule 0-1(a)(6) under the Act, if any. These written materials will concern the Final Judgment, any impact on the Funds, and the application. The Applicants will provide the Funds with all information concerning the Final Judgment and the application that is necessary for the Funds to fulfill their disclosure and other obligations under the federal securities laws. 6. Applicants also assert that, if the Applicants were barred from serving as investment adviser, depositor or principal underwriter to the Funds, the effect on their businesses and employees would be severe. The Applicants state that they have committed substantial resources to establish an expertise in providing the services covered by section 9(a) of the Act to Funds. Applicants further state that prohibiting the Applicants from serving as investment advisers, depositors or principal underwriters to the Funds would adversely affect not only the viability of their businesses, but also the livelihoods of more than 100 employees. Applicants also state that none of the BISYS Applicants has ever previously applied for an exemption pursuant to section 9(c) of the Act. Applicants' Condition Applicants agree that any order granting the requested relief will be subject to the following condition: Any temporary exemption granted pursuant to the application shall be without prejudice to, and shall not limit the Commission's rights in any manner with respect to, any Commission investigation of, or administrative proceedings involving or against, Covered Persons, including without limitation, the consideration by the Commission of a permanent exemption from section 9(a) of the Act requested pursuant to the application, or the revocation or removal of any temporary exemptions granted under the Act in connection with the application. Temporary Order The Commission has considered the matter and finds that Applicants have made the necessary showing to justify granting a temporary exemption. Accordingly, *It is hereby ordered* , pursuant to section 9(c) of the Act, that the Applicants and the other Covered Persons are granted a temporary exemption from the provisions of section 9(a), effective forthwith, solely with respect to the Injunction, subject to the condition in the application, until the date the Commission takes final action on their application for a permanent order. By the Commission. Nancy M. Morris, Secretary. [FR Doc. E7-19282 Filed 9-28-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 27977; 812-13413] MMA Praxis Mutual Funds, et al.; Notice of Application September 24, 2007. AGENCY: Securities and Exchange Commission (“Commission”). ACTION: Notice of an application under section 17(b) of the Investment Company Act of 1940 (the “Act”) for an exemption from section 17(a) of the Act. Summary of Application: Applicants request an order to permit certain entities excluded from the definition of investment company under section 3(c)(10) or 3(c)(11) of the Act to transfer certain classes of assets held in separate accounts to a series of a registered open-end management investment company in exchange for shares of that series. Applicants: MMA Praxis Mutual Funds (“Trust”), The Mennonite Foundation, Inc. (“MF”), Mennonite Retirement Trust (“MRT”) and Mennonite Insurance Services Inc. d/b/a MMA Capital Management (“MMA”). Filing Dates: The application was filed on August 7, 2007. Applicants have agreed to file an amendment during the notice period, the substance of which is reflected in this notice. Hearing or Notification of Hearing: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission's Secretary and serving applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on October 19, 2007 and should be accompanied by proof of service on the applicants, in the form of an affidavit, or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer's interest, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission's Secretary. ADDRESSES: Secretary, Commission, 100 F Street, NE., Washington, DC 20549-0102; Applicants, c/o MMA Praxis Mutual Funds, 303 Broadway, Suite 1100, Cincinnati, OH 45202. FOR FURTHER INFORMATION, CONTACT: Lewis Reich, Senior Counsel, at
(202)551-6919, or Nadya Roytblat, Assistant Director, at
(202)551-6821 (Division of Investment Management, Office of Investment Company Regulation). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained for a fee at the Commission's Public Reference Branch, 100 F Street, NE., Washington, DC 20549-0102 (telephone
(202)551-5850). Applicants' Representations 1. The Trust, a Delaware statutory trust, is registered under the Act as an open-end management investment company. The Trust is organized as a series investment company consisting of 6 series, one of which is the MMA Praxis Growth Index Fund (“Growth Index Fund” or “Fund”). The Growth Index Fund invests in equity securities intended to parallel the investment performance of the U.S. large cap growth equities market, while incorporating socially responsible investing criteria. MMA, an Indiana corporation, is an investment adviser registered under the Investment Advisers Act of 1940 ands serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust. 2. MF, a not-for-profit corporation organized under the laws of Indiana, is excluded from the definition of investment company under the Act pursuant to Section 3(c)(10) of the Act. MF's board of directors manages and controls the business of MF. MF's portfolio securities are segregated by asset class and are held in separate accounts. Each separate account is a sub-account of MF and is not a legal entity separate from MF. One of these sub-accounts, MF Large Cap Growth Index Fund, is managed by MMA. 3. MRT, a qualified retirement plan, is excluded from the definition of investment company under the Act pursuant to Section 3(c)(11) of the Act. MRT's board of trustees manages its investment activities. MRT's portfolio securities are segregated by asset class and are held in separate accounts. Each separate account is a sub-account of MRT and is not a legal entity separate from MRT. One of these sub-accounts, MRT Large Cap Growth Index Fund, is managed by MMA. The directors/trustees of MRT and MF (MRT and MF are referred to collectively as the “Unregistered Funds”) also serve as directors of Mennonite Mutual Aid, Inc., the controlling company of MMA. 4. Applicants seek relief to permit MF and MRT to transfer substantially all of the assets in MF's Growth Index Fund and MRT's Large Cap Growth Index Fund, respectively, (the “Assets”) to the Growth Index Fund in exchange for shares (“Shares”) of that Fund. That proposed transfer is referred to as the “Exchange”. 5. The Assets of the Unregistered Funds contemplated for transfer to the Fund in the Exchange will consist of individual securities that are substantially similar to those held as investments by the Fund. The Assets will be valued by the Fund at the time of acquisition at the independent “current market price” of the securities as defined in rule 17a-7 under the Act, the same valuation procedures set forth in the Fund's registration statement. The Shares of the Growth Index Fund received in the Exchange will have an aggregate net asset value (“NAV”) equal to the NAV of the Assets transferred by MF and MRT to the Fund. The Unregistered Funds and the Fund will each pay their own expenses incurred in connection with the Exchange. After the Exchange, MF's Growth Index Fund and MRT's Large Cap Growth Index Fund each will not make any investments other than investments in shares of the Fund. Applicants' Legal Analysis 1. Section 17(a) of the Act, in relevant part, prohibits an affiliated person of a registered investment company, or any affiliated person of such a person, acting as principal, from selling to or purchasing from that investment company any security or other property. 2. Section 2(a)(3) of the Act defines an “affiliated person” of another person to include
(a)any person directly or indirectly controlling, controlled by, or under common control with the other person and
(b)if the other person is an investment company, any investment adviser of that company. Applicants state that the Unregistered Funds and MMA may be considered to be under common control because a majority of the directors/trustees serving on the Unregistered Funds' boards of directors/trustees also serve as directors of MMA. Applicants also state that the Unregistered Funds and the Fund may be considered to be under common control and therefore may be considered affiliated persons of each other under Section 2(a)(3) of the Act. Thus, Applicants state that the proposed Exchange may be prohibited under Section 17(a) of the Act. 3. Rule 17a-7 exempts certain purchase and sale transactions otherwise prohibited by Section 17(a) of the Act if an affiliation exists solely by reason of having a common investment adviser, investment advisers that are affiliated persons of each other, common directors, and/or common officers, provided, among other requirements, that the transaction is for no consideration other than cash. Applicants state that the relief provided by Rule 17a-7 may not be available for the Exchange because the Exchange will involve consideration other than cash ( *i.e.* , Shares of the Fund). Applicants also state that the Unregistered Funds may be deemed to be affiliated with the Fund for reasons other than those set forth in Rule 17a-7. 4. Rule 17a-8 exempts certain transactions (including mergers, consolidations or purchases or sales of substantially all of the assets of a company) between registered investment companies and eligible unregistered funds, as defined in rule 17a-8 (“Eligible Unregistered Fund”). Applicants state that the relief provided by rule 17a-8 is not available for the Exchange because the Unregistered Funds are not registered investment companies or Eligible Unregistered Funds, and the Exchange does not involve substantially all of the assets of the Unregistered Funds. 1 1 Although the Exchange will involve substantially all of the assets of MF's Large Cap Growth Index Fund and MRT's Large Cap Growth Index Fund, these entities do not have an existence separate from the Unregistered Funds. 5. Section 17(b) of the Act provides that the Commission may exempt a transaction from the provisions of section 17(a) of the Act if the evidence establishes that the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair and do not involve overreaching on the part of any person concerned, and that the proposed transaction is consistent with the policy of each registered investment company concerned and with the general purposes of the Act. 6. Applicants submit that the terms of the Exchange satisfy the standards set forth in Section 17(b) of the Act. Applicants state that the board of the Trust, including a majority of the trustees who are not interested persons as defined in Section 2(a)(19) of the Act, found that participation in the Exchange is in the best interests of the Fund and that the interests of the existing shareholders of the Fund will not be diluted as a result of the Exchange. Applicants state that the Exchange will comply with the terms of paragraphs
(a)(other than the cash payment requirement) through
(g)of Rule 17a-7 and the provisions of Rule 17a-8 (as those provisions apply to the merger of an Eligible Unregistered Fund with a registered investment company). No brokerage commissions, fees (except for customary transfer fees, if any) or other remuneration will be paid by the Fund or the Unregistered Funds in connection with the Exchange. Applicants' Condition Applicants agree that any order granting the requested relief will be subject to the following condition: The Exchange will comply with the terms of paragraphs
(a)(other than the cash payment requirement) through
(g)of rule 17a-7 and the provisions of rule 17a-8 (as those provisions apply to the merger of an Eligible Unregistered Fund with a registered investment company). For the Commission, by the Division of Investment Management, under delegated authority. Nancy M. Morris, Secretary. [FR Doc. E7-19281 Filed 9-28-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56517; File No. PCAOB-2006-03] Public Company Accounting Oversight Board; Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto Relating to Inspections September 25, 2007. Pursuant to Section 107(b) of the Sarbanes-Oxley Act of 2002 (the “Act”), notice is hereby given that on December 20, 2006, the Public Company Accounting Oversight Board (the “Board” or the “PCAOB”) filed with the Securities and Exchange Commission (the “SEC” or “Commission”) the proposed rule changes described in Items I and II below, which items have been prepared by the Board. On May 31, 2007, the Board amended its filing because certain of the information described in the original filing had changed. The Commission is publishing this notice to solicit comments on the proposed rule from interested persons. I. Board's Statement of the Terms of Substance of the Proposed Rule On December 19, 2006, the Board adopted amendments to its rules related to inspections. The proposed amendments include a new paragraph
(d)added to existing Rule 4003 and include technical amendments to nonsubstantive points in existing rules 4006 and 4009. The text of the proposed amendments are set out below. Language added by these amendments is in italics. Deleted paragraph references are in brackets. Other text in Section 4 of the Board's Rules, including notes to the Rules, remains unchanged and is indicated by “ * * * * * ” in the text below. SECTION 4. INSPECTIONS Rule 4003. Frequency of Inspections *(d) Notwithstanding paragraph
(b)of this Rule, with respect to any registered public accounting firm that became registered in 2003 or 2004—* *(1) this Rule does not require the first inspection of the firm sooner than the fourth calendar year following the first calendar year in which the firm, while registered, issued an audit report or played a substantial role in the preparation or furnishing of an audit report; and* *(2) this Rule does not require the second inspection of the firm sooner than the fifth calendar year following the first calendar year in which the firm, while registered, issued an audit report or played a substantial role in the preparation or furnishing of an audit report.* Rule 4006. Duty to Cooperate With Inspectors Every registered public accounting firm, and every associated person of a registered public accounting firm, shall cooperate with the Board in the performance of any Board inspection. Cooperation shall include, but is not limited to, cooperating and complying with any request, made in furtherance of the Board's authority and responsibilities under the Act, to— ([1] *a* ) provide access to, and the ability to copy, any record in the possession, custody, or control of such firm or person, and ([2] *b* ) provide information by oral interviews, written responses, or otherwise. Rule 4009. Firm Response to Quality Control Defects
(d)The portions of the Board's inspection report that deal with criticisms of or potential defects in quality control systems that the firm has not addressed to the satisfaction of the Board shall be made public by the Board—
(2)upon the expiration of the period in which the firm may seek Commission review of any Board determination made under paragraph ([b] *c* ) of this rule, if the firm does not seek Commission review of the Board determination; II. Board's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule In its filing with the Commission, the Board included statements concerning the purpose of, and basis for, the proposed rule. The text of these statements may be examined at the places specified in Item IV below. The Board has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Board's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule
(a)Purpose Section 104 of the Act requires the Board to conduct a continuing program of inspections to assess the degree of compliance of each registered public accounting firm and associated persons of that firm with the Act, the rules of the Board, the rules of the Commission, or professional standards, in connection with its performance of audits, issuance of audit reports, and related matters involving issuers. The Board has adopted an amendment to its Rule 4003 to temporarily adjust minimum inspection frequency requirement applicable to certain firms. The Board has adopted technical amendments to its Rules 4006 and 4009 to correct non-substantive points. The proposed amendments are discussed below. Section 104(b)(1)(B) of the Act requires the Board to conduct an inspection, at least once every three years, of each registered firm that regularly provides audit reports for 100 or fewer issuers, and Section 104(b)(2) of the Act authorizes the Board to adopt rules adjusting that frequency. In 2003, the Board adopted Rule 4003(b), which provides that the Board will conduct inspections, on a triennial basis, not only of each firm that regularly provides audit reports for 100 or fewer issuers, but also of any firm that issues any audit report or that play a substantial role in the preparation or furnishing of an audit report. In the course of inspection planning, including in connection with the Board's budget process, the Board identified a way in which a temporary adjustment to Rule 4003 would, over time, maximize the Board's ability to allocate its inspection resources more evenly, consistently, and effectively year-to-year. The issue arises because the first three years of inspections, 2004 to 2006, coincided with the Board's initial growth period and, as a consequence, the resources available for and devoted to the inspections of firms with 100 or fewer issuer audit clients increased from year to year. The resources available in each year necessarily informed the extent of the inspection work performed in that year, including with respect to both the numbers of firms inspected and the size of firms inspected. 1 This resulted in a year-to-year fluctuation that, because of the minimum frequency requirements of Rule 4003(b), the Board would to some extent be locked into repeating in succeeding three-year periods. 1 In 2004, the Board inspected 91 firms with 100 or fewer issuer audit clients. In 2005, the Board inspected 272 such firms. In 2006, the Board inspected 163 such firms. Because variations in the nature and size of firms' audit practices result in different inspection resource requirements, mere comparison of the numbers of inspected firms does not reflect fully the related resource issues. To avoid that consequence, the Board is adding to Rule 4003 a new paragraph that will temporarily adjust aspects of the inspection cycle requirement. Paragraph
(d)will allow the Board to approach long-term inspection planning with the flexibility to eliminate the fluctuation generated in the start-up cycle, including the flexibility to make adjustments that will result in a relatively consistent, from year to year, mix of firms in terms of the size and nature of audit practice. 2 Paragraph
(d)accomplishes that result by providing that, with respect to firms that became registered in 2003 or 2004, 3
(1)the Board need not conduct the firm's first inspection sooner than the fourth year after the firm, while registered, first issues an audit report or plays a substantial role, and
(2)the Board need not conduct the firm's second inspection sooner than the fifth year after the firm, while registered, first issues an audit report or plays a substantial role. 2 This point should not be understood to suggest that the Board envisions rigid adherence to a fixed triennial inspection schedule for each firm once a particular year-to-year mix of firms is established. For a variety of reasons—including to address specific risks or to enhance the value of the inspection process by reducing the predictability of the timing of any firm's next inspection—the Board may sometimes inspect a firm sooner than three years after the firm's previous inspection. 3 On October 22, 2003, it became unlawful for any U.S. public accounting firm to issue, or to play a substantial role in the preparation or furnishing of, an audit report with respect to any issuer unless the firm was registered with the Board. The same registration requirement took effect for non-U.S. firms on July 19, 2004. *See* Section 102(a) of the Act and PCAOB Rule 2100. Even with this adjustment, the Board expects that each U.S. firm that issued an original audit report (as distinct from a consent to use a previously issued audit report) in 2003 or 2004 after registering with the Board will have its first inspection within the three-year period after first issuing an original audit report. The flexibility provided by the adjustment would come into play principally with respect to the timing of the second inspection of some of those firms, the timing of the first two inspections of some non-U.S. firms, and the timing of inspections of firms that play a substantial role but do not issue audit reports. The adjustment would have no continuing effect on the timing of any inspections after the second inspections of firms that registered in 2003 and 2004, and would have no effect on the timing of any inspection of any firm that registered after 2004. It is important to note that Rule 4003 does not limit the Board's authority to conduct inspections at any time, and that registered firms' own obligations are not affected by Rule 4003 or the amendment. Rule 4003 establishes a minimum inspection frequency governing how the Board carries out its inspection program. Rule 4003 does not preclude the Board from inspecting any firm more frequently than the schedule set out in the rule. A firm's obligation is to cooperate in any Board inspection at any time that the Board determines to inspect the firm, regardless of the provisions of Rule 4003. The temporary adjustment to the inspection frequency requirement is consistent with the purposes of the Act, the public interest, and the protection of investors. The adjustment will facilitate the reduction of certain year-to-year fluctuations in the inspection program, which otherwise could interfere with the Board's ability to implement a program consistently and effectively with relatively stable resources from year to year. The adjustment will accomplish this while delaying only a relatively small portion of inspections, and delaying them only for a short period. The Board adopted Rule 4003(d) before obtaining public comment because of the nature of the rule, which involves a temporary adjustment, for administrative and programmatic reasons, to an element of an existing rule to which the Board is not making any permanent change. Nevertheless, the Board invited public comment on Rule 4003(d), and the Board provided that Rule 4003(d) would expire on June 30, 2007 unless the Board, after considering any public comment, acted to adopt the rule for a longer period. The Board received two comment letters, each expressing general support for Rule 4003(d) and neither raising any issues concerning the rule. On May 24, 2007, the Board approved retaining Rule 4003(d) indefinitely beyond the tentative June 30, 2007 expiration date. The Board has also adopted technical amendments to two aspects of the rules relating to inspections. In Rule 4006, the Board is revising the numbering of the paragraphs from “(1)” and “(2)” to “(a)” and “(b)” to conform to the convention in the Board's rules generally. In Rule 4009(d)(2), the Board is correcting a cross-reference. Rule 4009(d)(2)'s cross-reference to “paragraph
(b)of this rule” dates to the Board's originally proposed Rule 4009. The substance of paragraph
(b)in the proposed rule was moved to paragraph
(c)in the final rule adopted by the Board, and the cross-reference in paragraph (d)(2) should have been revised to cross-reference paragraph
(c)at that time. The Board has now corrected that cross-reference.
(b)Statutory Basis The statutory basis for the proposed rule is Title I of the Act. B. Board's Statement on Burden on Competition The Board 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. With respect to the firms subject to an inspection requirement, the proposed rules impose no burden beyond the burdens clearly imposed and contemplated by the Act, and the proposed rules do not change the obligations of those firms as already set out in the Act and in existing Board rules. C. Board's Statement on Comments on the Proposed Rule Received From Members, Participants or Others The Board solicited comment on Rule 4003(d) when the Board adopted that rule on December 19, 2006. Since the filing of Form 19b-4 on December 20, 2006, the Board has received two comment letters on Rule 4003(d). Each comment letter expressed general support for Rule 4003(d), and neither comment letter raised any significant issues about the rule change. The Board did not solicit or receive comment on the other proposed rule changes described in Section I above. III. Date of Effectiveness of the Proposed Rule 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 as
(i)the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or
(ii)as to which the Board 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 requirements of Title I of 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/pcaob.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number PCAOB 2006-03 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 PCAOB 2006-03. 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/pcaob/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 Section, 100 F Street, NE., Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of such filing also will be available for inspection and copying at the principal office of the PCAOB. All comments received will be posted without change; we do 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 PCAOB-2006-03 and should be submitted on or before October 22, 2007. By the Commission. Nancy M. Morris, Secretary [FR Doc. E7-19275 Filed 9-28-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56516; File No. PCAOB-2007-03] Public Company Accounting Oversight Board; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Adjusting Implementation Schedule of Rule 3523, Tax Services for Persons in Financial Reporting Oversight Roles September 25, 2007. Pursuant to Section 107(b) of the Sarbanes-Oxley Act of 2002 (the “Act”), notice is hereby given that on July 24, 2007, the Public Company Accounting Oversight Board (the “Board” or the “PCAOB”) filed with the Securities and Exchange Commission (the “SEC” or “Commission”) the proposed rule change described in Items I and II below, which items have been prepared by the Board. The PCAOB has designated the proposed rule change as “constituting a stated policy, practice, or interpretation with respect to the meaning, administration, or enforcement of an existing rule” under Section 19(b)(3)(A)(i) of the Securities Exchange Act of 1934 (as incorporated, by reference, into Section 107(b)(4) of the Act) and Rule 19b-4(f)(1) thereunder, which renders the proposal effective upon receipt of this filing by the Commission. The Commission is publishing this notice to solicit comments on the proposed rule from interested persons. I. Board's Statement of the Terms of Substance of the Proposed Rule The PCAOB is filing with the SEC an adjustment of the implementation schedule for Rule 3523, Tax Services for Persons in Financial Reporting Oversight Roles. Specifically the Board will not apply Rule 3523 to tax services provided on or before April 30, 2008, when those services are provided during the audit period and are completed before the professional engagement period begins. The PCAOB is not proposing any textual changes to the Rules of the PCAOB by this filing. II. Board's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule In its filing with the Commission, the Board included statements concerning the purpose of, and basis for, the proposed rule and discussed any comments it received on the proposed rule. The text of these statements may be examined at the places specified in Item IV below. The Board has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Board's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule
(a)Purpose On July 26, 2005, the Board adopted certain rules related to registered public accounting firms' provision of tax services to public company audit clients. As part of this rulemaking, the Board adopted Rule 3523, which provides that a registered firm, subject to certain exceptions, is not independent of an audit client if the firm, or an affiliate of the firm, provides tax services during the audit and professional engagement period to a person in, or an immediate family member of a person in, a financial reporting oversight role at an audit client. This rule was intended to address concerns related to auditor independence when auditors provide personal tax services to individuals who play a direct role in preparing the financial statements of public company audit clients. Rule 3523 was approved by the Securities and Exchange Commission (“SEC” or “Commission”) on April 19, 2006. Consistent with the SEC's independence rules, 1 the phrase “audit and professional engagement period” is defined to include two discrete periods of time. The “audit period” is the period covered by any financial statements being audited or reviewed. 2 The “professional engagement period” is the period beginning when the firm either signs the initial engagement letter or begins audit procedures, whichever is earlier, and ends when either the company or the firm notifies the SEC that the company is no longer that firm's audit client. 3 1 17 CFR 210.2-01(f)(5). 2 Rule 3501(a)(iii)(1). 3 Rule 3501(a)(iii)(2). On April 3, 2007, the Board issued a concept release to solicit comment about the possible effect on a firm's independence of providing tax services to a person covered by Rule 3523 during the portion of the audit period that precedes the beginning of the professional engagement period and other practical consequences of applying the restrictions imposed by Rule 3523 to that portion of the audit period. 4 The Board also adjusted the implementation schedule for Rule 3523, as it applies to tax services provided during the period subject to audit but before the professional engagement period. 5 4 *See* PCAOB Release No. 2007-002 (April 3, 2007). 5 *See id.* , at 7. Specifically, the Board stated that Rule 3523 will not apply to tax services provided on or before July 31, 2007, when those services are provided during the audit period and are completed before the professional engagement period begins. The Board received 13 comment letters on the concept release. Commenters included auditors, state certified public accountant societies, and one investor. The majority of the commenters recommended that the Board amend Rule 3523 to exclude the portion of the audit period that precedes the beginning of the professional engagement period. On July 24, 2007, the Board proposed an amendment to Rule 3523 to exclude the portion of the audit period that precedes the beginning of the professional engagement period, as well as a new ethics and independence rule regarding communication with audit committees. The Board has determined to further adjust the implementation schedule for Rule 3523 to allow sufficient time for consideration of commenters' views. Specifically, the Board will not apply Rule 3523 to tax services provided on or before April 30, 2008, when those services are provided during the audit period and are completed before the professional engagement period begins. 6 6 This will apply regardless of whether there is an engagement in process on July 31, 2007.
(b)Statutory Basis The statutory basis for the proposed rule change is Title I of the Act. B. Board's Statement on Burden on Competition The Board 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. Board's Statement on Comments on the Proposed Rule Received From Members, Participants or Others The Board did not solicit or receive written comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934 (as incorporated, by reference, into Section 107(b)(4) of the Act) and paragraph
(f)of Rule 19b-4 thereunder because of its designation by the PCAOB as “constituting a stated policy, practice, or interpretation with respect to the meaning, administration, or enforcement of an existing rule.” At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule is consistent with the requirements of Title I of 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/pcaob.shtml* ); or • Send an e-mail to *rule-comments@sec.gov* . Please include File Number PCAOB-2007-03 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 PCAOB-2007-03. 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/pcaob.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, 100 F Street, NE., Washington, DC 20549-1090, on official business days between the hours of 10 a.m. and 3 p.m. Copies of such filing also will be available for inspection and copying at the principal office of the PCAOB. All comments received will be posted without change; we do 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 PCAOB-2007-03 and should be submitted on or before October 22, 2007. By the Commission. Nancy M. Morris, Secretary. [FR Doc. E7-19274 Filed 9-28-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56503; File No. SR-Amex-2007-97] Self-Regulatory Organizations; American Stock Exchange LLC; Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto Relating to Changes in the Name and Investment Objective to the PowerShares DB Precious Metals Fund, the PowerShares DB Gold Fund, and the PowerShares DB Silver Fund September 24, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on August 23, 2007, the American Stock Exchange LLC (“Amex” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been substantially prepared by the Exchange. On September 17, 2007, Amex submitted Amendment No. 1 to the proposed rule change. The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to continue to trade the shares (“Shares”) of each of the PowerShares DB Precious Metals Fund, the PowerShares DB Gold Fund, and the PowerShares DB Silver Fund (collectively, the “Funds”), each with a revised name and investment objective. The text of the proposed rule change is available at Amex, the Commission's Public Reference Room, and *http://www.amex.com.* II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose On December 29, 2006, the Commission approved the listing and trading of the Shares of each of the Funds. 3 The Shares represent beneficial ownership interests in each corresponding Master Fund's 4 net assets, consisting solely of the common units of beneficial interests of the DB Precious Metals Master Fund, the DB Gold Master Fund, and the DB Silver Master Fund, as applicable. Each of the foregoing Master Funds primarily holds futures contracts on the commodities comprising
(1)the Deutsche Bank Liquid Commodity Index—Optimum Yield Precious Metals Excess Return TM ,
(2)the Deutsche Bank Liquid Commodity Index—Optimum Yield Gold Excess Return TM , and
(3)the Deutsche Bank Liquid Commodity Index—Optimum Yield Silver Excess Return TM (each, an “Underlying Index,” and collectively, the “Underlying Indexes”), respectively. Other holdings of the Funds include cash and U.S. Treasury securities for deposit with futures commission merchants as margin and other high-credit-quality, short-term fixed-income securities. 3 *See* Securities Exchange Act Release No. 55029 (December 29, 2006), 72 FR 806 (January 8, 2007) (SR-Amex-2006-76) (approving the listing and trading of the Shares of each of the Funds); *see also* Securities Exchange Act Release No. 54770 (November 16, 2006), 71 FR 67935 (November 24, 2006) (SR-Amex-2006-76) (providing notice of the proposal to list and trade the Shares of the Funds). 4 The DB Multi-Sector Commodity Master Trust (the “Master Trust”) was formed as a Delaware statutory trust in seven separate series (each, a separate “Master Fund”). Each Master Fund is one series of the Master Trust. The Exchange seeks to continue trading of the Shares based on changes to the names of each of the Funds. Specifically, the proposal contemplates changes in the names of the Funds so that the PowerShares DB Precious Metals Fund, the PowerShares DB Gold Fund, and the PowerShares DB Silver Fund would be changed to the PowerShares DB Ultra Precious Metals Fund, the PowerShares DB Ultra Gold Fund, and the PowerShares DB Ultra Silver Fund, respectively. 5 In addition, Amex seeks to continue trading of the Shares based on a modified investment objective for each Fund. The Exchange represents that the modifications in the names and investment objective of the Funds are the only changes proposed for each of the Funds. 6 5 E-mail from Candice Fordin, Assistant General Counsel, Amex, to Edward Cho, Special Counsel, Division of Market Regulation, Commission, dated September 18, 2007 (clarifying the modifications to the names of the Funds) (“Amex Confirmation”). 6 The Exchange states that the remaining structure of the Funds, which is more fully described in the notice and approval order for File No. SR-Amex-2006-76, will remain the same. *See supra* note 3. Currently, the investment objective of the Funds and the Master Funds is to reflect the performance of the corresponding Underlying Index, *less* any expenses of the operations of such Fund and the related Master Fund. Pursuant to this proposal, each Fund's investment objective would be revised to seek investment results that correspond, before fees and expenses, to twice (200%) the daily performance of the respective Underlying Index. The revised investment objective would make the Funds and Master Funds “Leveraged Funds.” Each of the Funds, if successful in meeting its objective, should gain, on a percentage basis, approximately twice as much as the Fund's Underlying Index when the prices of the futures contracts comprising such Underlying Index increase on a given day, and should lose approximately twice as much when such prices decline on a given day. The modification of the investment objective is expected to provide Fund shareholders with a leveraged exposure to a Fund's Underlying Index, but will also result in the Master Fund becoming twice as volatile as the performance of the Underlying Index. This revised investment objective for each Fund would create funds that are substantially similar to other leveraged funds that are currently listed and traded on the Exchange. 7 7 *See, e.g.* , Securities Exchange Act Release Nos. 55117 (January 17, 2007), 72 FR 3442 (January 25, 2007) (SR-Amex-2006-101) (approving the listing and trading of shares of funds of the ProShares Trust); 54040 (June 23, 2006), 71 FR 37629 (June 30, 2006) (SR-Amex-2006-41) (approving the listing and trading of shares of additional funds of the ProShares Trust); and 52553 (October 3, 2005), 70 FR 59100 (October 11, 2005) (SR-Amex-2004-62) (approving the listing and trading of shares of funds of the xtraShares Trust). As a result of the modification to the investment objective of the Funds, the Exchange represents that, while DB Commodity Services LLC (the “Managing Owner”) will attempt to minimize any “tracking error” between the investment results of a particular Fund and the performance (and specified multiple thereof) of its Underlying Index, certain factors may tend to cause the investment results of a Fund to vary from the performance of the relevant Underlying Index or specified multiple thereof. 8 The Funds are expected to be highly correlated to the specified multiple of each applicable Underlying Index and investment objective (0.85 or greater). 9 In each case, the Funds are expected to have a daily tracking error of less than 5% (500 basis points) relative to the specified multiple of the performance of the relevant Underlying Index. 8 The Exchange states that several factors may cause a Fund to vary from the relevant Underlying Index and investment objective including:
(1)A Fund's expenses, including brokerage fees (which may be increased by high portfolio turnover) and the cost of the investment techniques employed by that Fund;
(2)less than all of the securities in the benchmark Underlying Index being held by a Fund and securities not included in the benchmark Underlying Index being held by a Fund;
(3)an imperfect correlation between the performance of instruments held by a Fund, such as futures contracts, and the performance of the underlying securities in the cash market;
(4)bid-ask spreads (the effect of which may be increased by portfolio turnover);
(5)holding instruments traded in a market that has become illiquid or disrupted;
(6)a Fund's Share prices being rounded to the nearest cent;
(7)changes to the benchmark Underlying Index that are not disseminated in advance;
(8)the need to conform a Fund's portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; and
(9)early and unanticipated closings of the markets on which the holdings of a Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions. 9 Correlation is the strength of the relationship between
(1)the change in a Fund's net asset value and
(2)the change in the benchmark Underlying Index (investment objective). The statistical measure of correlation is known as the “correlation coefficient.” A correlation coefficient of +1 indicates a perfect positive correlation, while a value of −1 indicates a perfect negative (inverse) correlation. A value of zero would mean that there is no correlation between the two variables In addition, the Managing Owner in connection with the management of the Master Funds generally will seek to maintain positions in futures contracts with an aggregate notional value equal to double the value of the Master Fund's holdings of U.S Treasury securities and other high-credit-quality, short-term fixed-income securities. As a result, the Funds generally will have a leverage ratio of 2:1. The leverage ratio of the Master Fund will vary based on changes in the prices of the futures contracts held by the Master Fund. If the Master Fund's leverage ratio moves below 1.8:1 or above 2.2:1, then the Master Fund will rebalance its futures contracts to return to a 2:1 leverage ratio. The leverage ratio of the Master Fund will be calculated on each business day after the close of trading on Amex based on the settlement prices of the futures contracts held by the Master Fund. The Managing Owner believes that maintaining each Master Fund's leverage ratio between 1.8:1 and 2.2:1 will enable each Fund to achieve its investment objective. A special meeting of the shareholders of the Funds is planned to be held on October 9, 2007 to vote on the proposal to revise each Funds' investment objective and name. The Funds' proposal will become effective upon the affirmative vote of a majority of the shareholders, excluding the Shares held by the Managing Owner and its affiliates. 10 The Managing Owner will, within a reasonable time thereafter, distribute a prospectus supplement indicating the change in name and investment objective to purchasers and current holders of the Funds. 11 Based on each Fund's and each Master Fund's assets under management and trading volume of the Shares, as well as competing products in the market, the Managing Owner believes that each Fund should better serve the needs of current and future investors if the respective Master Fund provides investors with an exposure to changes in the Underlying Index of twice or 200%, whether positive or negative. 10 Although the proposal of the Funds will become effective upon the affirmative vote of a majority of the shareholders of such Funds, the Commission notes that Amex's proposal will not become effective until the Commission has granted its approval pursuant to Section 19(b)(2) of the Act (15 U.S.C. 78s(b)(2)). 11 *See* Amex Confirmation, *supra* note 5. Upon approval of the shareholders of the Funds, the Exchange will, in an Information Circular to Exchange members and member organizations prior to the commencement of trading, inform members and member organizations of the change in names and investment objective to the Funds. 12 The Information Circular will further inform members and member organizations of the prospectus supplement delivery requirements that apply to the Funds. In addition, the Information Circular will set forth the requirements relating to Commentary .05 to Amex Rule 411 (Duty to Know and Approve Customers). Specifically, the Information Circular will remind members of their obligations in recommending transactions in the Shares so that members have a reasonable basis to believe that
(1)the recommendation is suitable for a customer given reasonable inquiry concerning the customer's investment objectives, financial situation, needs, and any other information known by such member, and
(2)that the customer can evaluate the special characteristics, and is able to bear the financial risks, of such investment. In connection with the suitability obligation, the Information Circular will also provide that members make reasonable efforts to obtain the following information:
(a)The customer's financial status;
(b)the customer's tax status;
(c)the customer's investment objectives; and
(d)such other information used or considered to be reasonable by such member or registered representative in making recommendations to the customer. In addition, the Information Circular will disclose that the procedures for purchases and redemptions of Shares are described in each Fund's prospectus and that Shares are not individually redeemable, but are redeemable only in prescribed aggregations or multiples thereof. 12 *See id.* 2. Statutory Basis The proposed rule change is consistent with Section 6(b) of the Act, 13 in general, and furthers the objectives of Section 6(b)(5) of the Act, 14 in particular, in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, 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. 13 15 U.S.C. 78f(b). 14 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange believes the proposed rule change will impose no burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others The Exchange states that no written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action 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 Amex 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-Amex-2007-97 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-Amex-2007-97. 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, 100 F Street, NE., Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-Amex-2007-97 and should be submitted on or before October 22, 2007. 15 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 15 Nancy M. Morris, Secretary. [FR Doc. E7-19270 Filed 9-28-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56506; File No. SR-Amex-2007-99] Self-Regulatory Organizations; American Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to the Deletion of Certain Rules That the Amex has Determined Are Obsolete, Outdated, or Unnecessary September 24, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on September 14, 2007, the American Stock Exchange LLC (“Amex” 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 prepared substantially by the Amex. The Amex has submitted the proposed rule change under Section 19(b)(3)(A) of the Act 3 and Rule 19b-4(f)(6) thereunder, 4 which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A). 4 17 CFR 240.19b-4(f)(6). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Amex proposes to delete certain rules that it has determined are obsolete, outdated, and/or unnecessary. The text of the proposed rule change is available at *http://www.amex.com,* the principal offices of the Amex, and 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 Amex included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Amex has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of the proposed rule change is to delete certain rules that the Exchange has determined to be obsolete, outdated, and/or unnecessary. Specifically, the Exchange proposes to delete the following rules: *Rule 3(e)—AEMI.* This rule provides that no member or member organization shall quote a nominal market for a security dealt in on the Exchange. A nominal market is quoted for the purpose of establishing a valuation and not as an invitation to trade. Because the firm quote rule 5 provides that no broker-dealer may place an order to buy or sell unless he is willing to purchase or sell at the stated price and conditions, the Exchange no longer permits quoting a nominal market. Therefore, this rule is obsolete and superseded by the firm quote rule and Amex Rule 958A, both of which relate to the obligation to maintain firm quotes. 5 17 CFR 242.602. *Amex Rule 8.* This rule provides that no member or member organization may bear for his own account or relieve his principal from stamp taxes. Stamp taxes are no longer imposed and, therefore, the Amex believes that the rule is no longer necessary or applicable. *Amex Rule 102.* This rule prohibits members and member organizations from bidding for, offering for sale, purchasing, or selling on the Exchange privileges to receive or deliver securities or dividends. No member or member organization on the Exchange deals in privileges because it is an illegal, out-of-date practice; therefore, the Amex believes that the rule is no longer necessary or applicable. *Amex Rule 116.* This rule provides for an Opening Automated Report Service (“OARS”), which is a system designed to facilitate the efficient and accurate processing of eligible orders received by the Exchange prior to the opening or reopening of trading in designated securities. The rule describes the function the service will perform for each designated security. The rule also provides the order, execution, reporting, and recordkeeping aspects of the system. The rule is obsolete because OARS is no longer in use due to the automation of equity opening procedures. *Amex Rule 322.* This rule provides that a member or member organization maintaining customer offices must display a certificate of membership in the Exchange, which is prepared by the Exchange and remains the property of the Exchange. The Amex no longer issues certificates of membership, so the rule is obsolete. *Emerging Company Marketplace.* The Exchange also proposes to delete from the Amex Company Guide the standards relating to the Emerging Company Marketplace (“ECM”). In May 1995, the Exchange determined to discontinue the listing of new companies on the ECM. Companies listed on the ECM at that time were permitted to continue to be listed there, subject to all the rules that applied to ECM issues. There are no longer any companies listed pursuant to the ECM rules, and, therefore, the Exchange believes it is appropriate at this time to remove the ECM rules from the Amex Company Guide. 2. Statutory Basis The Amex believes that the proposed rule change is consistent with Section 6(b) of the Act, 6 in general, and with Section 6(b)(5) of the Act, 7 in particular, in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. 6 15 U.S.C. 78f(b). 7 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The Amex believes that the proposed rule change does not 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. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The Amex has filed the proposed rule change pursuant to Section 19(b)(3)(A) of the Act 8 and subparagraph (f)(6) of Rule 19b-4 thereunder. 9 Because the Amex has designated the foregoing proposed rule change as one that:
(1)Does not significantly affect the protection of investors or the public interest;
(2)does not impose any significant burden on competition; and
(3)does not become operative for 30 days from the date of filing, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest, the proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-4(f)(6) thereunder. 10 The proposal shall become operative 30 days from the date of filing. 8 15 U.S.C. 78s(b)(3)(A). 9 17 CFR 240.19b-4(f)(6). 10 Rule 19b-4(f)(6)(iii) also requires a self-regulatory organization to provide the Commission with written notice of its intention to file the proposed rule change at least five business days prior to filing the proposal with the Commission or such shorter period as designated by the Commission. The Exchange requested the Commission to waive the five-day pre-filing requirement. The Commission hereby grants that request. At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 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-Amex-2007-99 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-Amex-2007-99. 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, 100 F Street, NE., Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of such filing also will be available for inspection and copying at the principal office of the Amex. 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 publicly available. All submissions should refer to File Number SR-Amex-2007-99 and should be submitted on or before October 22, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 11 11 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E7-19272 Filed 9-28-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56515; File No. SR-Amex-2007-101] Self-Regulatory Organizations; American Stock Exchange LLC; Notice of Filing and Order Granting Accelerated Approval of Proposed Rule Change To Trade Currency Trust Shares of Seven Currency Trusts Pursuant to Unlisted Trading Privileges September 24, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Exchange Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that, on August 29, 2007, the American Stock Exchange LLC (the “Amex” or the “Exchange”) filed with the Securities and Exchange Commission (“Commission”), the proposed rule change as described in Items I and II below, which items have been substantially prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons, and is granting accelerated approval to the proposed rule change. 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 trade shares (the “Shares”) of the following trusts:
(1)CurrencyShares SM Australian Dollar Trust;
(2)CurrencyShares SM British Pound Sterling Trust;
(3)CurrencyShares SM Canadian Dollar Trust;
(4)CurrencyShares SM Japanese Yen Trust;
(5)CurrencyShares SM Mexican Peso Trust;
(6)CurrencyShares SM Swedish Krona Trust; and
(7)CurrencyShares SM Swiss Franc Trust (each a “Trust” and collectively, the “Trusts”) pursuant to unlisted trading privileges (“UTP”). 3 3 Rydex Investments, the Trusts' Sponsor, represents that the Trusts are not investment companies registered under the Investment Company Act of 1940. The text of the proposed rule change is available on the Amex's Web site at *http://www.amex.com* , at the Exchange's principal office, 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, 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 III below. The Exchange has prepared summaries, substantially set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to trade the Shares of the Trusts under Amex Rule 1200B-AEMI pursuant to UTP. Amex Rule 1200B-AEMI defines a Currency Trust Share as: “a security that
(i)Is issued by a trust that holds a specified non-U.S. currency deposited with the trust;
(ii)when aggregated in some specified minimum number may be surrendered to the trust by the beneficial owner to receive the specified non-U.S. currency; and
(iii)pays beneficial owners interest and other distributions on the deposited non-U.S. currency, if any, declared and paid by the trust.” Further, Commentary .01 to Amex Rule 1200B-AEMI categorizes a Currency Trust Share as a Trust Issued Receipt that holds a specified non-U.S. currency or currencies deposited with the trust. Amex Rule 1201B entitled, Designation of an Underlying Foreign Currency, authorizes the Exchange to trade Currency Trust Shares pursuant to UTP. The Commission previously approved the listing and trading of the Shares on the New York Stock Exchange (“NYSE”) 4 and they are currently trading on the NYSE Arca Marketplace (“NYSE Arca”) pursuant to UTP. 5 The Commission also previously approved the trading of the CurrencyShares SM Euro Trust (f/k/a Euro Currency Trust) on Amex, pursuant to UTP. 6 Rydex Specialized Products LLC, d/b/a/ “Rydex Investments,” is the sponsor of the Trusts (“Sponsor”) and is responsible for, among other things, overseeing the performance of The Bank of New York (“Trustee”) and the Trusts” principal service providers, including those that prepare the financial statements. The Trustee is responsible for the day-to-day operation of the Trusts. Additionally, the London branch of JPMorgan Chase Bank, N.A., is the depository for the Trusts (“Depository”), and Rydex Distributors, Inc. is the distributor for the Trusts (“Distributor”). The Sponsor, Trustee, Depository, and Distributor are not affiliated with the Exchange or one another, with the exception that the Sponsor and Distributor are affiliated. 4 *See* Securities Exchange Act Release No. 52843 (November 28, 2005), 70 FR 72486 (December 5, 2005) (SR-NYSE 2005-65) (order granting accelerated approval for NYSE to list and trade shares of the CurrencyShares SM Euro Trust); Securities Exchange Act Release No. 54020 (June 20, 2006), 71 FR 36579 (June 27, 2006) (SR-NYSE-2006-35) (order granting accelerated approval for the NYSE to list and trade shares of the CurrencyShares SM Australian Dollar Trust, British Pound Sterling Trust, Canadian Dollar Trust, Mexican Peso Trust, Swedish Krona Trust, and Swiss Franc Trust); Securities Exchange Act Release No. 55268 (February 9, 2007), 72 FR 7793 (February 20, 2007) (SR-NYSE-2007-03) (order granting accelerated approval for NYSE to list and trade shares of the CurrencyShares SM Japanese Yen Trust) (the “NYSE Listing Orders”). 5 *See* Securities Exchange Act Release No. 54043 (June 26, 2006), 71 FR 37967 (July 3, 2006) (SR-NYSEArca-2006-26) (order granting accelerated approval for NYSEArca to UTP trade shares of the CurrencyShares SM Australian Dollar Trust, British Pound Sterling Trust, Canadian Dollar Trust, Mexican Peso Trust, Swedish Krona Trust, and Swiss Franc Trust); Securities Exchange Act Release No. 55320 (February 21, 2007), 72 FR 8828 (February 27, 2007) (SR-NYSEArca-2007-15) (order granting accelerated approval for NYSEArca to UTP trade shares of the CurrencyShares SM Japanese Yen Trust). 6 *See* Securities Exchange Act Release No. 53059 (January 5, 2006), 71 FR 2072 (January 12, 2006) (SR-Amex-2005-128). Investment Objective of the Trusts The investment objective of the Trusts is for the Shares to reflect the price of the applicable foreign currency owned by the specific Trust, plus accrued interest, less the expenses and liabilities of such Trust. The Shares are intended to provide institutional and retail investors with a simple, cost-effective means of hedging their exposure to a particular foreign currency and otherwise implement investment strategies that involve foreign currency ( *e.g.* , diversify more generally against the risk that the U.S. dollar (“USD”) would depreciate). Each of the Trusts' assets consist, primarily, of the applicable foreign currency on demand deposit in two deposit accounts maintained by the Depository:
(i)A primary deposit account which earns interest, and
(ii)a secondary deposit account which does not earn interest. The secondary deposit account is used only in connection with mid-month creations and redemptions of blocks of 50,000 Shares (“Baskets”). The secondary account is used to account for interest that has been earned on the primary deposit account during the month, but not yet paid, and to receive interest earned on the primary deposit account, pay Trust expenses, and distribute any excess interest to shareholders on a monthly basis. The Trusts do not hold any derivative products. Each Share represents a proportional interest in the applicable Trust's portfolio, consisting of a demand deposit of foreign currency, as adjusted for interest and expenses. The Sponsor expects that the price of a Share will fluctuate in response to fluctuations in the price of the applicable foreign currency and that the price of such Share will reflect accumulated interest as well as the estimated accrued, but unpaid, expenses of the Trust. Additional information about the Trusts and the Currency Trust Shares is also available at the Sponsor's Web site, *http://www.currencyshares.com* . Dissemination of Information About the Currency Trust Shares Quotations for and last-sale information regarding the Shares are disseminated through the Consolidated Tape Association (“CTA”). The Trustee calculates the net asset value (“NAV”) of the respective Trusts, each business day. The NAV is expressed in USD and is based on the Noon Buying Rate as determined by the Federal Reserve Bank of New York (“FRB-NY”). If the Noon Buying Rate has not been determined and announced by 2:00 p.m., Eastern Time (“ET”), then the most recent FRB-NY determination of the Noon Buying Rate is used to determine the NAV of the respective Trusts unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate to use as the basis for such valuation. The Trustee also determines the NAV per Share, which equals the NAV of the respective Trust divided by the number of its outstanding Shares. The Sponsor publishes on its Web site, *http://www.currencyshares.com* , the NAV and NAV per Share for each Trust on each day that the NYSE is open for regular trading. 7 A detailed description of the Trusts and the calculation methodology for the NAV, as well as a general review of the foreign exchange industry, is provided in the NYSE Listing Orders. 8 7 The Web site also makes available a variety of other relevant information about the Currency Trust Shares including: the spot price for each applicable foreign currency; the daily FRB-NY Noon Buying Rate; premium/discount information, calculated on a 20-minute delay; and the Basket Amount for each applicable foreign currency, among other things. 8 *See supra* note 4. In order to provide updated information relating to the Trusts for use by investors, professionals, and persons wishing to create or redeem Baskets of the Shares, the NYSE disseminates, through the facilities of CTA, the intraday indicative value (“IIV”) 9 every 15 seconds during the trading hours for the Shares of 9:30 a.m. to 4:15 p.m. ET. 9 The IIV is sometimes referred to as the intraday optimized portfolio value (“IOPV”). As described in the NYSE Listing Orders, distributions are made whenever interest deposited in the secondary deposit account exceeds the sum of the Sponsor's fee for the prior month plus other Trust expenses, if any. In such instance, the Trustee would direct that the excess be converted into USDs at a prevailing market rate and the Trustee would distribute that amount as promptly as practicable to Shareholders on a pro rata basis, in accordance with the number of Shares they own. Trading Rules The Exchange deems Currency Trust Shares to be equity securities, thus rendering trading in the Shares subject to the Exchange's existing rules governing the trading of equity securities. The trading hours for the Shares on the Exchange will be 9:30 a.m. to 4:15 p.m. ET. Amex Rule 190 generally precludes certain business relationships between an issuer and the specialist in the issuer's securities. Exceptions in the rule permit specialists in the Shares to enter into Creation Unit ( *i.e.* , Basket) transactions to facilitate the maintenance of a fair and orderly market. Commentary .04 to Amex Rule 190 specifically applies to Currency Trust Shares listed on the Exchange, including the Shares. Commentary .04 states that nothing in Rule 190(a) should be construed to restrict a specialist registered in a security issued by an investment company from purchasing and redeeming the listed security, or securities that can be subdivided or converted into the listed security, from the issuer as appropriate to facilitate the maintenance of a fair and orderly market. Stop and Stop Limit Orders Amex Rule 154-AEMI, “Orders in AEMI,” paragraph (c)(ii), provides that stop and stop limit orders to buy or sell a security the price of which is derivatively priced based upon another security or index of securities, may be elected by a quotation, as set forth in subparagraphs (c)(ii)(1)-(4) of Rule 154-AEMI. The Exchange has designated Currency Trust Shares, including the Shares, as eligible for this treatment. 10 10 *See* Exchange Act Release No. 29063 (April 10, 1991), 56 FR 15652 (April 17, 1991) at note 9, (noting the Exchange's designation of equity derivative securities as eligible for such treatment under Rule 154, Commentary .04(c)). Prospectus Delivery Commentary .02 to Amex Rule 1200B-AEMI, requires that the Exchange's members and member organizations provide to all purchasers of newly issued Currency Trust Shares a prospectus for the series of Currency Trust Shares. Trading Halts Amex will cease trading in the Shares if:
(i)The primary market stops trading the Shares because of a regulatory halt akin to a halt based on Amex Rule 117 and/or a halt because dissemination of the IIV has ceased; or
(ii)the primary market delists the Shares. 11 11 Amex has represented that it plans to submit a proposed rule filing to the Commission that will codify Amex's representations regarding its procedures for trading halts for various derivative securities that trade on the Exchange. *See* e-mail from Andrea H. Williams, Assistant General Counsel, Amex, to Rahman Harrison, Special Counsel, Division of Market Regulation, Commission, dated September 24, 2007. Surveillance The Exchange represents that its surveillance procedures are adequate to properly monitor the trading of the Shares. Amex will rely on its existing surveillance procedures governing Currency Trust Shares. Information Circular In connection with the trading of the Shares, Amex will inform its members, in an Information Circular, of the special characteristics and risks associated with trading of the Shares such as, a description of the Trusts and their respective Shares, how the Shares are created and redeemed in Baskets ( *e.g.* , that Trust Shares are not individually redeemable), foreign country laws and restrictions, applicable Exchange rules, dissemination information, trading information, and a discussion of any relief provided by the Commission or the staff from any rules under the Act. Additionally, in the Information Circular, the Exchange will advise its members to deliver a prospectus to investors purchasing Shares of the Trusts prior to, or concurrently with, the confirmation of a transaction in such Shares. The Information Circular will also remind members of their suitability obligations, including Amex Rule 411, which imposes a duty of the due diligence on its members and member firms to learn the essential facts relating to every customer prior to the trading of the Shares. 2. Statutory Basis The Exchange states that the proposed rule change is consistent with Section 6(b) of the Exchange Act 12 in general and furthers the objectives of Section 6(b)(5) of the Exchange Act 13 in particular in that it is designed to prevent fraudulent and manipulative acts and practices; to promote just and equitable principles of trade; to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transaction in securities; and, in general to protect investors and the public interest. In addition, the Exchange believes that the proposal is consistent with Rule 12f-5 under the Act 14 because the Exchange deems the Currency Trust Shares to be equity securities, thus rendering the Shares subject to the Exchange's existing rules governing the trading of equity securities. 12 15 U.S.C. 78s(b). 13 15 U.S.C. 78s(b)(5). 14 17 CFR 240.12f-5. B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received from Members, Participants or Others The Exchange states that written comments were neither solicited nor received. III. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml)* ; or • Send an e-mail to *rule-comments@sec.gov* . Please include File No. SR-Amex-2007-101 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-Amex-2007-101. 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 Commissions 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, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NYSEArca-2007-101 and should be submitted by October 22, 2007. IV. Commission Findings and Order Granting Accelerated Approval of a Proposed Rule Change After careful review, 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. 15 In particular, the Commission finds that the proposed rule change is consistent with Section 6(b)(5) of the Act, 16 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. The Commission believes that this proposal should benefit investors by increasing competition among markets that trade the Shares. 15 In approving this rule change, the Commission notes that it has considered the proposal's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 16 15 U.S.C. 78f(b)(5). In addition, the Commission finds that the proposal is consistent with Section 12(f) of the Act, 17 which permits an exchange to trade, pursuant to UTP, a security that is listed and registered on another exchange. 18 The Commission notes that it previously approved the listing and trading of the Shares on NYSE and the trading of the Shares on NYSE Arca pursuant to UTP. 19 The Commission also finds that the proposal is consistent with Rule 12f-5 under the Act, 20 which provides that an exchange shall not extend UTP to a security unless the exchange has in effect a rule or rules providing for transactions in the class or type of security to which the exchange extends UTP. The Exchange has represented that it meets this requirement because it deems the Shares to be equity securities, thus rendering trading in the Shares subject to the Exchange's existing rules governing the trading of equity securities. 17 15 U.S.C. 78l(f). 18 Section 12(a) of the Act, 15 U.S.C. 78 *l* (a), generally prohibits a broker-dealer from trading a security on a national securities exchange unless the security is registered on that exchange pursuant to Section 12 of the Act. Section 12(f) of the Act excludes from this restriction trading in any security to which an exchange “extends UTP.” When an exchange extends UTP to a security, it allows its members to trade the security as if it were listed and registered on the exchange even though it is not so listed and registered. 19 *See supra* notes 4 and 5. 20 17 CFR 240.12f-5. The Commission further believes that the proposal is consistent with Section 11A(a)(1)(C)(iii) of the Act, 21 which sets forth Congress' finding that it is in the public interest and appropriate for the protection of investors and the maintenance of fair and orderly markets to assure the availability to brokers, dealers, and investors of information with respect to quotations for and transactions in securities. Quotations for and last-sale information regarding the Shares are disseminated through the facilities of the CTA and the Consolidated Quotation System. In addition, an IIV for each Fund, updated to reflect changes in currency exchange rates, is calculated by NYSE and published via the facilities of the Consolidated Tape Association on a 15-second delayed basis throughout the trading hours for the Shares. Moreover, information about the prices of the currencies underlying the Funds is publicly available from a number of sources. 21 15 U.S.C. 78k-1(a)(1)(C)(iii). The Commission also believes that the proposal appears reasonably designed to preclude trading of the Shares when transparency is impaired. Amex has represented that it will cease trading in the Shares if the listing market stops trading the Shares because of a regulatory halt similar to a halt based on Amex Rule 117 and/or a halt because the IIV is not being calculated or disseminated. In support of this proposal, the Exchange has made the following additional representations: 1. The Exchange's surveillance procedures are adequate to properly monitor Exchange trading of the Shares in all trading sessions and to deter and detect violations of Exchange rules. 2. Prior to the commencement of trading, the Exchange would inform its members in an Information Bulletin of the special characteristics and risks associated with trading the Shares. 3. Prior to the commencement of trading, the Exchange would inform its members in an Information Bulletin the requirement that members deliver a prospectus to investors purchasing newly issued Shares prior to or concurrently with the confirmation of a transaction. This approval order is based on the Exchange's representations. The Commission notes that, if the Shares should be delisted by the listing exchange, the Exchange would no longer have authority to trade the Shares pursuant to this order. The Commission finds good cause for approving this proposal before the thirtieth day after the publication of notice thereof in the **Federal Register** . As noted previously, the Commission previously found that the listing and trading of the Shares on NYSE and the trading of the Shares on NYSE Arca pursuant to UTP are consistent with the Act. The Commission presently is not aware of any regulatory issue that should cause it to revisit those findings or would preclude the trading of the Shares on the Exchange pursuant to UTP. Therefore, accelerating approval of this proposal should benefit investors by creating, without undue delay, additional competition in the market for the Shares. V. Conclusion *It is therefore ordered,* pursuant to Section 19(b)(2) of the Act 22 that the proposed rule change (SR-Amex-2007-101), be and it hereby is, approved on an accelerated basis. 22 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 23 23 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E7-19273 Filed 9-28-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56504; File No. SR-NASD-2007-055] Self-Regulatory Organizations; National Association of Securities Dealers, Inc. (n/k/a Financial Industry Regulatory Authority, Inc.); Order Approving Proposed Rule Change Relating to Interpretative Material 9216, Violations Appropriate for Disposition Under Plan Pursuant to SEC Rule 19d-1(c)(2) September 24, 2007. I. Introduction On July 24, 2007, the National Association of Securities Dealers, Inc. (“NASD”) (n/k/a Financial Industry Regulatory Authority, Inc. (“FINRA”)) 1 filed with the Securities and Exchange Commission (“Commission” or “SEC”) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Exchange Act”) 2 and Rule 19b-4 thereunder, 3 a proposed rule change to amend Interpretative Material 9216 (Violations Appropriate for Disposition Under Plan Pursuant to SEC Rule 19d-1(c)(2)) (“IM-9216”) to expand the list of violations eligible for disposition under NASD's Minor Rule Violation Plan (“MRVP”). The proposed rule change was published for comment in the **Federal Register** on August 7, 2007. 4 The Commission received no comment letters on the proposed rule change. This order approves the proposed rule change. 1 On July 26, 2007, the Commission approved a proposed rule change filed by NASD to amend NASD's Certificate of Incorporation to reflect its name change to the Financial Industry Regulatory Authority, Inc., or FINRA, in connection with the consolidation of the member firm regulatory functions of NASD and NYSE Regulation, Inc. *See* Securities Exchange Act Release No. 56146 (July 26, 2007). 2 15 U.S.C. 78s(b)(1). 3 17 CFR 240.19b-4. 4 *See* Securities Exchange Act Release No. 56175 (July 31, 2007), 72 FR 44201 (“Notice”). II. Description of the Proposed Rule Change In connection with the recently approved plan to consolidate the member regulation operations of NASD and the NYSE Group, Inc. into a single organization (“Transaction”), 5 NASD proposed to amend IM-9216 to expand the list of violations eligible for disposition under NASD's MRVP to include certain NYSE rules that pertain to the regulation of member firm conduct. 6 The proposed rule change would amend NASD's MRVP to include those Incorporated NYSE Rules currently enumerated in NYSE's MRVP. This would permit FINRA, during the interim period until the adoption of a consolidated rulebook, to impose a fine for minor rule violations by a Dual Member of the Incorporated NYSE Rules in lieu of commencing disciplinary proceedings. As discussed in Release No. 34-56147, NASD is not proposing to incorporate, among other rules, the NYSE disciplinary rules or related interpretations, including NYSE's MRVP as set forth in NYSE Rule 476A (Imposition of Fines for Minor Violation(s) of Rules). 7 5 On July 26, 2007, the Commission approved amendments to NASD's By-Laws to implement governance and related changes to accommodate the consolidation of the member firm regulatory functions of NASD and NYSE Regulation, Inc. *See* Securities Exchange Act Release No. 56145 (July 26, 2007). The date of closing of the Transaction was July 30, 2007. 6 Until the adoption of a consolidated rulebook that would reduce to one the two sets of rules currently applicable to members of both the NASD and NYSE (“Dual Members”), NASD has proposed to incorporate into FINRA's rulebook certain NYSE Rules that pertain to the regulation of member firm conduct (“Incorporated NYSE Rules”). *See* Securities Exchange Act Release No. 56147 (July 26, 2007) (SR-NASD-2007-054, Exhibit 5) (incorporating certain NYSE Rules relating to member firm conduct into FINRA's rulebook) (“Release No. 34-56147”). As noted in Release No. 34-56147, the Incorporated NYSE Rules apply solely to FINRA members that are Dual Members on or after the date of closing of the Transaction. NASD represented that FINRA will work expeditiously to consolidate the rules that apply to its member firms. *See* Notice, *supra* note 4. The Incorporated NYSE Rules will apply solely to Dual Members until such time as FINRA adopts, subject to Commission approval, consolidated rules applicable to all of its members. 7 NASD is not proposing to incorporate NYSE's MRVP (NYSE Rule 476A), because NYSE Rule 476A contains procedures that would conflict with the finding of a minor rule violation by FINRA. For example, NYSE Rule 476A permits a person against whom a fine is imposed to contest the NYSE's fine determination by, among other things, appealing to the NYSE board of directors. The proposed amendments to IM-9216 also would specify the applicability of the rules listed therein to various members of FINRA. Specifically, any Dual Member (including any persons affiliated with such member) may be subject to a fine under Rule 9216(b) with respect to any rule listed in IM-9216 that applies to such member or person; provided, however, that any Dual Member that was not also a member of NASD as of the date of closing of the Transaction and that does not engage in any activities that would have required it to be an NASD member (and its affiliated persons that are not otherwise subject to NASD rules) would only be subject to a fine under Rule 9216(b) with respect to the following rules listed in IM-9216: any NYSE rule, Exchange Act rule, NASD By-Law or Schedule to By-Laws, or the NASD Rule 8000 Series. In addition, any member of FINRA that is not also a member of the NYSE (and its associated persons that are not otherwise subject to NYSE rules) may be subject to a fine under Rule 9216(b) with respect to any rule listed in IM-9216, with the exception of the NYSE rules. NASD is not proposing to adopt the provision in NYSE's MRVP that establishes a $5,000 maximum fine that may be imposed under NYSE's MRVP for minor violations of NYSE rules. Rather, FINRA would continue to apply the $2,500 maximum fine level under NASD's MRVP in determining fine levels for minor violations of either an NASD or NYSE rule included in NASD's MRVP. 8 8 Rule 19d-1(c)(2) under the Exchange Act, 17 CFR 240.19d-1(c)(2), provides that any disciplinary action taken by a self-regulatory organization (“SRO”) against any person of a rule of the SRO that has been designated as a minor rule violation pursuant to a plan is not considered “final” for purposes of Rule 19d-1(c)(1) under the Exchange Act, 17 CFR 240.19d-1(c)(2), if the sanction imposed consists of a fine not exceeding $2,500 and the sanctioned person has not sought an adjudication, including a hearing, or otherwise exhausted his administrative remedies at the SRO with respect to the matter. SROs are permitted to report such minor rule violations (where the fine does not exceed $2,500) to the Commission on a periodic, rather than immediate, basis. In addition, members are not required to report “minor rule violations” on the Forms BD, U4 or U5 (as such term is defined on the forms). These forms provide that a rule violation may be designated as “minor” under a plan approved by the Commission if, among other things, the sanction imposed consists of a fine of $2,500 or less. *See also* Securities Exchange Act Release No. 40193 (July 10, 1998), 63 FR 39338 (July 22, 1998) (Order Granting Approval to Proposed Rule Change Relating to Fines for Disruptive Action on the Options Floor) (SR-PCX-98-21) (stating in the context of amendments to the MRVP of the Pacific Exchange, Inc's (“PCX”) (now NYSE Arca, Inc.) that, as noted in PCX's MRVP, pursuant to Securities Exchange Act Release No. 30958, any person or organization found in violation of a minor rule under an MRVP is not required to report such violation on Form BD, provided that, among other things, the sanction imposed consists of a fine not exceeding $2,500). The proposed rule change also would delete from IM-9216 references to NASD rules that have been rescinded. III. Discussion After careful review, the Commission finds that the proposed rule change is consistent with the Exchange Act and the rules and regulations thereunder applicable to a national securities association. 9 Specifically, the Commission finds that the proposed rule change is consistent with Section 15A(b)(2) of the Exchange Act 10 in that it will permit FINRA to be so organized to carry out the purposes of the Exchange Act and to enforce compliance by FINRA members and persons associated with its members with the Exchange Act, the rules and regulations thereunder, and FINRA rules. The Commission also finds that the proposed rule change is consistent with Section 15A(b)(6) of the Exchange Act 11 in that it is designed, among other things, to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. Further, the Commission finds that the proposed rule change is consistent with Section 15A(b)(7) of the Exchange Act 12 in that it will provide that FINRA members and persons associated with its members will be appropriately disciplined for violations of the Exchange Act, the rules and regulations thereunder, and FINRA rules. The Commission also finds the proposed rule change consistent with Section 15A(b)(8) of the Exchange Act 13 in that it furthers the statutory goals of providing a fair procedure for the disciplining of members and persons associated with members. 9 In approving this proposed rule change, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). 10 15 U.S.C. 78 *o* -3(b)(2). 11 15 U.S.C. 78 *o* -3(b)(6). 12 15 U.S.C. 78 *o* -3(b)(7). 13 15 U.S.C. 78 *o* -3(b)(8). As a result of the proposed rule change, FINRA would be able to impose a fine for minor rule violations with respect to the Incorporated NYSE Rules that currently are enumerated in NYSE's MRVP. The proposed rule change is designed to ensure that Dual Members will have substantially the same set of regulatory obligations immediately following the closing date of the Transaction that such members had prior to the closing of the Transaction until the member conduct rules of the NASD and NYSE are consolidated into a single set of FINRA rules. The proposed rule change provides a reasonable means of addressing violations of both NASD and NYSE rules that do not rise to the level of requiring formal disciplining proceedings, while providing greater flexibility in handling certain violations. The Commission expects that FINRA will continue to conduct surveillance with due diligence and make a determination based on its findings, on a case-by-case basis, whether a fine under the MRVP is appropriate, or whether a violation requires formal disciplinary action. The proposed rule change also provides that Dual Members will be subject to FINRA's disciplinary procedures, including FINRA's current $2,500 maximum fine level for minor rule violations of either an NASD or NYSE rule included in FINRA's MRVP. While there are some distinctions between NASD's and NYSE's rules, both sets of rules applicable to the disciplinary process were previously approved by the Commission as consistent with the Exchange Act, generally following notice and comment. 14 Accordingly, although Dual Members and their associated persons no longer would be subject to NYSE's disciplinary procedures with respect to the Incorporated NYSE Rules, but to FINRA's instead, the Commission finds that the proposed rule change should help ensure greater consistency in the administration of the disciplinary process for FINRA and its members, as well as in the related reporting obligations for minor violations of rules. 14 *See* Securities Exchange Act Release Nos. 21688 (January 25, 1985), 50 FR 5025 (February 5, 1985) (order approving NYSE's Rule 476A—Imposition of Fines for Minor Violation(s) of Rules); and 32383 (May 28, 1993), 58 FR 31768 (June 4, 1993) (order approving establishment of NASD's Minor Rule Violations Plan). IV. Conclusion *It is therefore ordered* , pursuant to Section 19(b)(2) of the Exchange Act, 15 that the proposed rule change (SR-NASD-2007-055), be, and it hereby is, approved. 15 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 16 16 17 CFR 200.30-3(a)(12). Nancy M. Morris, Secretary. [FR Doc. E7-19271 Filed 9-28-07; 8:45 am] BILLING CODE 8011-01-P SUSQUEHANNA RIVER BASIN COMMISSION Notice of Actions Taken at September 12, 2007 Meeting AGENCY: Susquehanna River Basin Commission. ACTION: Notice of Commission Actions. SUMMARY: At its regular business meeting on September 12, 2007 in Binghamton, New York, the Commission:
(1)Convened a panel session on New York State's involvement in the Chesapeake Bay Program,
(2)approved a proposed rulemaking action to amend the consumptive use provisions of 18 CFR Part 806 relating to agricultural water use, and
(3)approved a grant and four contracts. It also conducted a public hearing to approve certain water resources projects and rescind one docket approval. See the SUPPLEMENTARY INFORMATION section below for more details on these actions. DATES: September 12, 2007. ADDRESSES: Susquehanna River Basin Commission, 1721 N. Front Street, Harrisburg, PA 17102-2391. FOR FURTHER INFORMATION CONTACT: Richard A. Cairo, General Counsel, telephone:
(717)238-0423; ext. 306; fax:
(717)238-2436; e-mail: *rcairo@srbc.net* or Deborah J. Dickey, Secretary to the Commission, telephone:
(717)238-0422, ext. 301; fax:
(717)238-2436; e-mail: *ddickey@srbc.net* . Regular mail inquiries may be sent to the above address. SUPPLEMENTARY INFORMATION: The September 12th agenda included a panel session focusing on New York State's involvement in the Chesapeake Bay Program and the active steps that New York is taking to participate in the effort to restore the Bay, including the implementation of a tributary strategy and other measures such as sewage treatment plant improvements, improved farming practices and constructed wetlands. In regards to the proposed rulemaking action to amend the agricultural consumptive use provisions of 18 CFR part 806, notice thereof will be published in the **Federal Register** and in state notice publications. In addition, a public hearing will be scheduled and the public comment period will run until November 15, 2007. Comments may be submitted to Richard A. Cairo, General Counsel (e-mail: *rcairo@srbc.net* ), Susquehanna River Basin Commission, 1721 N. Front St., Harrisburg, PA 17102, or Deborah J. Dickey, Secretary to the Commission (e-mail: *ddickey@srbc.net* ) at the same address. The Commission also convened a public hearing and took the following actions: Public Hearing—Projects Approved 1. Project Sponsor and Facility: Town of Erwin (Wells 2 and 3, and ID Park Well 1), Steuben County, N.Y. Modification of groundwater approval (Docket No. 20070602). 2. Project Sponsor: South Slope Development Corporation. Project Facility: Song Mountain Ski Resort, Town of Preble, Cortland County, N.Y. Approval for surface water withdrawal of up to 3.705 mgd, when available, from an unnamed tributary to Crooked Lake, groundwater withdrawal (Well MW-3) of 0.960 mgd as a 30-day average, and consumptive water use of up to 0.815 mgd. 3. Project Sponsor: AES Westover, LLC. Project Facility: AES Westover Generating Station, Town of Union and Village of Johnson City, Broome County, N.Y. Approval for surface water withdrawal of up to 97.300 mgd from the Susquehanna River and consumptive water use of up to 1.748 mgd. 4. Project Sponsor and Facility: Town of Cohocton (Well 3), Steuben County, N.Y. Approval of groundwater withdrawal of 0.072 mgd as a 30-day average. 5. Project Sponsor: Northampton Fuel Supply Company, Inc. Project Facility: Loomis Bank Operation, Hanover Township, Luzerne County, Pa. Modification of consumptive water use approval (Docket No. 20040904). 6. Project Sponsor: PPL Susquehanna, LLC. Project Facility: Susquehanna Steam Electric Station, Salem Township, Luzerne County, Pa. Approval for groundwater withdrawal of 0.125 mgd as a 30-day average, surface water withdrawal of up to 66.000 mgd from the Susquehanna River, modification of a consumptive water use approval of up to 48.000 mgd, and acceptance of a settlement offer from the Project Sponsor in the amount of $500,000 to resolve a compliance issue at the Project Facility (Docket No. 19950301). 7. Project Sponsor: Bionol Clearfield LLC. Project Facility: Bionol-Clearfield, Clearfield Borough, Clearfield County, Pa. Approval for surface water withdrawal of up to 2.505 mgd from the West Branch Susquehanna River and consumptive water use of up to 2.000 mgd. 8. Project Sponsor and Facility: Walker Township Water Association (Snydertown Well 3), Walker Township, Centre County, Pa. Approval for groundwater withdrawal of 0.523 mgd as a 30-day average. 9. Project Sponsor and Facility: Bedford Township Municipal Authority (Bowman Wells 1 and 2), Bedford Township, Bedford County, Pa. Modification of groundwater withdrawal approval (Docket No. 19990502). 10. Project Sponsor and Facility: Dillsburg Area Authority (Well 7), Carroll Township, York County, Pa. Approval for groundwater withdrawal of 0.460 mgd as a 30-day average. 11. Project Sponsor: PPL Brunner Island, LLC. Project Facility: Brunner Island Steam Electric Station, East Manchester Township, York County, Pa. Approval for surface water withdrawal of up to 835.000 mgd from the Susquehanna River and consumptive water use of up to 23.100 mgd. Public Hearing—Project Rescinded: 1. Project Sponsor: Northampton Fuel Supply Company, Inc. (Docket No. 20040903). Project Facility: Prospect Bank Operation, Plains Township, Luzerne County, Pa. Authority: Public Law 91-575, 84 Stat. 1509 et seq., 18 CFR parts 806, 807, and 808. Dated: September 19, 2007. Thomas W. Beauduy, Deputy Director. [FR Doc. E7-19292 Filed 9-28-07; 8:45 am] BILLING CODE 7040-01-P DEPARTMENT OF TRANSPORTATION Federal Aviation Administration [Docket No. FAA-2007-29351] FAA Order 2150.3B, Compliance and Enforcement Program AGENCY: Federal Aviation Administration (FAA), DOT. ACTION: Notice of availability of revised agency order and withdrawal of Notice of Enforcement Policy. SUMMARY: This notice announces the availability of FAA Order 2150.3B. Compliance and Enforcement Program. The order contains the policies, procedures, and guidelines for the Federal Aviation Administration's compliance and enforcement program. The order articulates the FAA's philosophy for using various remedies, including education, corrective action, informal action, remedial training, administrative action, and legal enforcement action, to address noncompliance with statutory and regulatory requirements enforced by the FAA. It provides for the public a written statement of the Administrator's policy guidance for imposing sanction for violations of such requirements. The notice also announces the withdrawal of a Notice of Enforcement Policy regarding intentionally false or fraudulent statements concerning the disclosure of alcohol-related or drug-related convictions, or other similar convictions, on applications for airman medical certificates. ADDRESSES: This order is available to the public on the Internet at *http://rgl.faa.gov.* Interested persons may obtain copies by contacting the Office of the Chief Counsel, Enforcement Division, AGC-300, 800 Independence Avenue, SW., Washington, DC 20591; telephone
(202)267-7158. SUPPLEMENTARY INFORMATION: The new policies and procedures in Order 2150.3B become effective in October 1, 2007. The sanctions guidance in Order 2150.3B applies to violations occurring on or after October 1, 2007. For violations occurring before October 1, 2007, FAA enforcement personnel apply the sanction guidance principles in FAA Order 2150.3A using up to the statutory maximum sanction amount in effect at the time of the violation. Order 2150.3B provides new sanction policy for intentionally false or fraudulent statements concerning the disclosure of alcohol-related or drug-related conviction is, or other similar convictions, on applications for airman medical certificates. The Notice of Enforcement Policy found at 54 FR 15144; April 14, 1989 provides the sanctions less than revocation in certain cases in involving such intentionally false or fraudulent statements. The FAA rescinds the previous sanction policy. As provided in Order 2150.3B, it is now the FAA's general sanctions policy that the making of intentionally false or fraudulent statements in violation of FAA statutory or regulatory requirements will result in the revocation of all certificates held by a certificate holder. FOR FURTHER INFORMATION CONTACT: Cynthia A. Dominik, Office of the Chief of Counsel, Enforcement Division (AGC-300), Federal Aviation Administration, 800 Independence Avenue, SW., Washington, DC 20591; telephone
(202)267-7158, e-mail *Cynthia.Dominik@faa.gov.* Issued in Washington, DC, on September 25, 2007. Peter J. Lynch, Assistant Chief Counsel for Enforcement. [FR Doc. 07-4823 Filed 9-28-07; 8:45 am]
Connectionstraces to 15
Traces to 15 documents
CFR
- Hearing requests, petitions to intervene, requirements for standing, and contentions.§ 2.309
- Expiration and termination of licenses and decommissioning of sites and separate buildings or outdoor areas.§ 40.42
- Public inspections, exemptions, requests for withholding.§ 2.390
- Participation by a person not a party.§ 2.315
- Delegation of authority to Director of Division of Trading and Markets.§ 200.30-3
- Qualifications of accountants.§ 210.2-01
- Dissemination of quotations in NMS securities.§ 242.602
U.S. Code
- National system for clearance and settlement of securities transactions§ 78q–1
- Public information; agency rules, opinions, orders, records, and proceedings§ 552
- Registration, responsibilities, and oversight of self-regulatory organizations§ 78s
- National securities exchanges§ 78f
- Definitions and application§ 78c
- Registration requirements for securities§ 78l
- National market system for securities; securities information processors§ 78k–1
6 references not yet in our index
- 10 CFR 2
- 17 CFR 240.19
- 17 CFR 240.12
- 15 USC 78
- 18 CFR 806
- Pub. L. 91-575
Citation graph
cites case law
Notices
License renewal: Extension of time for the filing of requests for hearing or petitions for leave to intervene in the license renewal proceeding
Cite10 CFR 2
Cite17 CFR 240.19
Cite17 CFR 240.12
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