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Code · REGISTER · 2007-10-19 · Nuclear Regulatory Commission · Notices

Notices. Notice of availability

23,304 words·~106 min read·/register/2007/10/19/07-5162

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

BILLING CODE 6735-01-M NUCLEAR REGULATORY COMMISSION Supplement 1 to Revision 9 of NUREG-1021, “Operator Licensing Examination Standards for Power Reactors,” and Supplement 1 to Revision 2 of NUREG-1122 [and -1123], “Knowledge and Abilities Catalog for Nuclear Power Plant Operators: Pressurized [Boiling] Water Reactors” AGENCY: Nuclear Regulatory Commission. ACTION: Notice of availability. SUMMARY: The Nuclear Regulatory Commission
(NRC)has issued Supplement 1 to Revision 9 of NUREG-1021, “Operator Licensing Examination Standards for Power Reactors,” and Supplement 1 to Revision 2 of NUREG-1122 [and -1123] “Knowledge and Abilities Catalog for Nuclear Power Plant Operators: Pressurized [Boiling] Water Reactors.” These NUREGs provide policy and guidance for the development, administration, and grading of examinations used for licensing operators at nuclear power plants pursuant to the Commission's regulations in 10 CFR part 55, “Operators” Licenses.” NUREG-1021 also provides guidance for maintaining operators' licenses and for the NRC to conduct requalification examinations, when necessary. These NUREGs have been revised to implement a number of clarifications and enhancements that have been identified since Revision 9 to NUREG-1021 was published in July 2004 and Revision 2 to NUREG-1122 [and -1123] was published in June 1998. A draft of each of the Supplements was issued for comment on May 22, 2007 (72 FR 28728). A summary of the comments received regarding the draft Supplements, and the NRC staff's response to those comments is available in the NRC's Public Electronic Reading Room *(http://www.nrc.gov/reading-rm/adams.html)* , at accession number ML072600319. From this site, you can access the NRC's Agencywide Document Access and Management System (ADAMS), which provides text and image files of the NRC's public documents. Supplement 1 to NUREG-1021 includes a number of minor changes that:
(1)Clarify licensed operator medical requirements, including the use of prescription medications;
(2)clarify the use of surrogate operators during dynamic simulator scenarios;
(3)clarify the selection process for generic knowledge and ability (K/A) statements;
(4)qualify the NRC review of post-examination comments;
(5)provide additional guidance for maintaining an active license (watchstander proficiency) and license reactivation; and
(6)conform with Supplement 1 to Revision 2 of NUREG-1122 [and -1123], which rewords and reorganizes Section 2, “Generic Knowledge and Abilities,” and adds a new K/A topic for generator voltage and electric grid disturbances. *Availability:* Copies of the three NUREG Supplements are being mailed to the plant or site manager at each nuclear power facility regulated by the NRC. The Supplements are also available electronically via the NRC's Public Electronic Reading Room ( *http://www.nrc.gov/reading-rm/doc-collections/nuregs/* ) and in the NRC's Public Document Room located at 11555 Rockville Pike, Rockville, Maryland. If you do not have electronic access to NRC documents, single copies of the Supplements are available, to the extent of supply, and may be requested by writing to the Office of Information Services, Information and Records Services, U.S. Nuclear Regulatory Commission, Washington, DC 20555-0001. DATES: Supplement 1 to Revision 9 of NUREG-1021 and Supplement 1 to Revision 2 of NUREG-1122 [and -1123] will become effective for examinations that are confirmed 60 or more days after the date of this notice by issuance of an official corporate notification letter or at an earlier date agreed upon by the facility licensee and its NRC Regional Office. After the effective date, NRC initial operator licensing examinations are expected to be prepared and administered in accordance with the NUREG Supplements. FOR FURTHER INFORMATION CONTACT: David S. Muller, Operator Licensing and Human Performance Branch, Office of Nuclear Reactor Regulation, U.S. Nuclear Regulatory Commission, Washington, DC 20555-001. Telephone:
(301)415-1412; e-mail: *dsm3@nrc.gov.* Dated at Rockville, Maryland, this 3rd day of October 2007. For the Nuclear Regulatory Commission. Siegfried Guenther, Acting Chief, Operator Licensing and Human Performance Branch, Division of Inspection and Regional Support, Office of Nuclear Reactor Regulation. [FR Doc. E7-20676 Filed 10-18-07; 8:45 am] BILLING CODE 7590-01-P OFFICE OF PERSONNEL MANAGEMENT Federal Prevailing Rate Advisory Committee; Open Committee Meetings According to the provisions of section 10 of the Federal Advisory Committee Act (Pub. L. 92-463), notice is hereby given that meetings of the Federal Prevailing Rate Advisory Committee will be held on— Thursday, November 15, 2007, Thursday, December 13, 2007, Thursday, January 17, 2008. The meetings will start at 10 a.m. and will be held in Room 5A06A, U.S. Office of Personnel Management Building, 1900 E Street, NW., Washington, DC. The Federal Prevailing Rate Advisory Committee is composed of a Chair, five representatives from labor unions holding exclusive bargaining rights for Federal blue-collar employees, and five representatives from Federal agencies. Entitlement to membership on the Committee is provided for in 5 U.S.C. 5347. The Committee's primary responsibility is to review the Prevailing Rate System and other matters pertinent to establishing prevailing rates under subchapter IV, chapter 53, 5 U.S.C., as amended, and from time to time advise the U.S. Office of Personnel Management. These scheduled meetings will start in open session with both labor and management representatives attending. During the meetings either the labor members or the management members may caucus separately with the Chair to devise strategy and formulate positions. Premature disclosure of the matters discussed in these caucuses would unacceptably impair the ability of the Committee to reach a consensus on the matters being considered and would disrupt substantially the disposition of its business. Therefore, these caucuses will be closed to the public because of a determination made by the Director of the U.S. Office of Personnel Management under the provisions of section 10(d) of the Federal Advisory Committee Act (Pub. L. 92-463) and 5 U.S.C. 552b(c)(9)(B). These caucuses may, depending on the issues involved, constitute a substantial portion of a meeting. Annually, the Chair compiles a report of pay issues discussed and concluded recommendations. These reports are available to the public, upon written request to the Committee. The public is invited to submit material in writing to the Chair on Federal Wage System pay matters felt to be deserving of the Committee's attention. Additional information on these meetings may be obtained by contacting the Committee at U.S. Office of Personnel Management, Federal Prevailing Rate Advisory Committee, Room 5526, 1900 E Street, NW., Washington, DC 20415,
(202)606-2838. Dated: October 15, 2007. Charles E. Brooks, Chairman, Federal Prevailing Rate Advisory Committee. [FR Doc. E7-20646 Filed 10-18-07; 8:45 am] BILLING CODE 6325-49-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56660; File No. SR-CBOE-2007-115] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of Proposed Rule Change as Modified by Amendment No. 1 Thereto To Broaden the Application of Existing Transaction Fees for VIX Options to Options on All Volatility Indexes Calculated by CBOE October 15, 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 27, 2007, the Chicago Board Options Exchange, Incorporated (“CBOE” or the “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 October 4, 2007, CBOE filed Amendment No. 1 to the proposed rule change. The Exchange filed the proposed rule change pursuant to Section 19(b)(3)(A) of the Act 3 and Rule 19b-4(f)(2) thereunder, 4 which renders it effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A). 4 17 CFR 240.19b-4(f)(2). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change CBOE proposes to amend its Fees Schedule to broaden the application of its existing fees for transactions in CBOE Volatility Index (“VIX”) options to transactions in options on all volatility indexes that are calculated by the Exchange. The text of the proposed rule change is available on the Exchange's Web site ( *http://www.cboe.org/Legal* ), at the Exchange's Office of the Secretary 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, CBOE 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 those 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 parts of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose This rule change proposes to extend the existing fees for transactions in VIX options to options on all volatility indexes calculated by the Exchange. Currently, the established transaction fees for VIX options are: $0.20 per contract for Market-Makers, Designated Primary Market-Makers and Remote Market-Makers; 5 $0.20 per contract for member firm proprietary transactions; $0.25 per contract for manually executed broker-dealer transactions; 6 $0.45 per contract for electronically executed broker-dealer transactions ( *i.e.* , broker-dealer orders that are automatically executed on the CBOE Hybrid Trading System), 7 and $0.40 per contract for public customer transactions. In addition, there is a $.04 surcharge fee currently assessed to non-public customer transactions in VIX options. 8 5 This fee is set forth in the “Index Options” section at paragraph II of the Fees Schedule and is the standard rate that is subject to the Liquidity Provider Sliding Scale as set forth in Footnote 10 to the Fees Schedule. 6 This fee is set forth in the “Index Options” section at paragraph IV (4th bullet point) of the Fees Schedule. 7 This fee is set forth in the “Index Options” section at paragraph IV (5th bullet point) of the Fees Schedule. Broker-dealer manual and electronic transaction fees will apply to broker-dealer orders (orders with “B” origin code), non-member market-maker orders (orders with “N” origin code) and orders from specialists in the underlying security (orders with “Y” origin code). 8 There is also a $.04 surcharge fee assessed to non-public customers for options on the S&P 100 Index (“OEX” and “XEO”) and for options on the S&P 500 Index (“SPX”). The Exchange believes the rule change will further the Exchange's goal of introducing new products to the marketplace that are competitively priced. 9 The Exchange proposes to replace the two references to “VIX” in the Fees Schedule with the category “VOLATILITY INDEXES.” The transaction fees for options on “VOLATILITY INDEXES” will apply to currently listed volatility index options and volatility index options to be listed in the future. The impetus for this rule change is the launch of options on the CBOE Nasdaq-100 Volatility Index (“VXN”) and on the CBOE Russell 2000 Volatility Index (“RVX”). 10 9 Linkage order fees are inapplicable for options on CBOE's proprietary volatility indexes. 10 The Exchange previously received Commission approval to list and trade VXN and RVX options. *See* Securities Exchange Act Release No. 49563 (April 14, 2004), 69 FR 21589 (April 21, 2004) (order approving SR-CBOE-2003-40 to list and trade VXN options); *see also* Securities Exchange Act Release No. 55425 (March 8, 2007), 72 FR 12238 (March 15, 2007) (order approving SR-CBOE-2006-73 to list and trade RVX options). The Exchange represents that the surcharge fee on all non-public customer transactions in options on volatility indexes is to help the Exchange recoup license fees the Exchange must pay to the respective reporting authorities for the options that the Exchange uses to calculate the volatility indexes ( *e.g.* , The Nasdaq Stock Market, Inc. and The Frank Russell Company). This surcharge fee is currently assessed on non-public customer transaction options on the Standard & Poor 100 Index (“OEX” and “XEO”), options on the Standard & Poor 500 Index (“SPX”) and options on the VIX. 2. Statutory Basis The proposed rule change is consistent with Section 6(b) of the Act, 11 in general, and furthers the objectives of Section 6(b)(4) 12 of the Act, in particular, in that it is designed to provide for the equitable allocation of reasonable dues, fees, and other charges among CBOE members and other persons using its facilities. 11 15 U.S.C. 78f(b). 12 15 U.S.C. 78f(b)(4). B. Self Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others Written comments on the proposed rule change were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing proposed rule change is subject to Section 19(b)(3)(A)(ii) of the Act 13 and subparagraph (f)(2) of Rule 19b-4 thereunder 14 because it establishes or changes a due, fee, or other charge applicable only to a member imposed by a self-regulatory organization. Accordingly, the proposal is effective upon Commission receipt of the filing. 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. 15 13 15 U.S.C. 78s(b)(3)(A)(ii). 14 17 CFR 240.19b-4(f)(2). 15 For purposes of calculating the 60-day period within which the Commission may summarily abrogate the proposed rule change under Section 19(b)(3)(C) of the Act, the Commission considers the period to commence on October 4, 2007, the date on which CBOE filed Amendment No. 1. *See* 15 U.S.C. 78s(b)(3)(C). 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-CBOE-2007-115 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-CBOE-2007-115. 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 CBOE. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-CBOE-2007-115 and should be submitted on or before November 9, 2007. 16 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 16 Florence E. Harmon, Deputy Secretary. [FR Doc. E7-20619 Filed 10-18-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56657; File No. SR-CHX-2007-09] Self-Regulatory Organizations; Chicago Stock Exchange, Inc.; Notice of Filing of Proposed Rule Change To Amend the Exchange's Institutional Broker Rules To Add Provisions Relating to the Handling of Stop and Stop-Limit Orders October 12, 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 March 21, 2007, the Chicago Stock Exchange, Inc. (“CHX” 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 CHX. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend its rules to add new provisions to confirm how institutional brokers should handle stop and stop-limit orders. The text of the proposed rule change is available at *http://www.chx.com/rules/proposed_rules.htm* , at the Exchange, 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 IV below. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to add a new provision to its institutional broker rules to confirm how institutional brokers should handle stop and stop-limit orders. 3 Under these provisions, an institutional broker could choose to, but would not be required to, accept stop or stop-limit orders. 3 Other provisions of the institutional broker rules confirm the order-handling obligations associated with market, limit, and not held orders. Under this proposal, a stop order to buy
(sell)would become a market order when a transaction in the security at or above (below) the stop price is reported in an effective transaction reporting plan after the order is received by an institutional broker. Similarly, stop-limit orders to buy
(sell)would become limit orders when a transaction in the security at or above (below) the stop price is reported in an effective transaction reporting plan after the order is received by an institutional broker. Stop or stop-limit orders could be elected either by the price of the opening transaction on the Exchange or by the price of the opening on any other market center reporting in an effective transaction reporting plan. These proposed provisions are substantially similar to requirements set forth in the rules of other self-regulatory organizations, including New York Stock Exchange LLC (“NYSE”) and the Financial Industry Regulatory Authority, Inc. (“FINRA”) (f/k/a National Association of Securities Dealers, Inc. (“NASD”)). 4 4 *See* NYSE Rule 13; NASD Rule 5120(h). 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act 5 in general, and furthers the objectives of Section 6(b)(5) of the Act. 6 The proposed rule change is consistent with Section 6(b)(5) of the Act because it would promote just and equitable principles of trade, remove impediments to and perfect the mechanism of, a free and open market and a national market system, and, in general, protect investors and the public interest by permitting the Exchange to add a new provision to its institutional broker rules to confirm how institutional brokers should handle stop and stop-limit orders. 5 15 U.S.C. 78f(b). 6 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments on the proposed rule change were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the date of publication of this notice in the **Federal Register** or within such longer period
(i)as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or
(ii)as to which the Exchange 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-CHX-2007-09 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-CHX-2007-09. 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 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-CHX-2007-09 and should be submitted on or before November 9, 2007. 7 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 7 Florence E. Harmon, Deputy Secretary. [FR Doc. E7-20586 Filed 10-18-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56645; File No. SR-NASD-2005-080] Self-Regulatory Organizations; National Association of Securities Dealers, Inc. (n/k/a Financial Industry Regulatory Authority, Inc.); Notice of Filing of Amendment No. 4 and Order Granting Accelerated Approval of Proposed Rule Change as Modified by Amendment Nos. 1, 2, 3 and 4 Relating to Fairness Opinions October 11, 2007 I. Introduction Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Exchange Act” or “Act”), 1 and Rule 19b-4 thereunder, 2 on June 22, 2005, the National Association of Securities Dealers, Inc. (n/k/a Financial Industry Regulatory Authority, Inc. (“FINRA”)), filed with the Securities and Exchange Commission (“Commission”) a proposed rule change relating to fairness opinion disclosures and procedures. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. On April 4, 2006, the Commission issued a release noticing the proposed rule change, as modified by Amendment Nos. 1, 2, and 3, which was published for comment in the **Federal Register** on April 11, 2006. 3 The comment period expired on May 2, 2006. The Commission received eight comment letters in response to the proposed rule change. 4 On June 7, 2007, FINRA filed Amendment No. 4 to the proposed rule change. This order provides notice of the proposed rule change, as modified by Amendment No. 4, and approves the proposed rule change as amended on an accelerated basis. 3 *See* Securities Exchange Act Release No. 53598 (April 4, 2006), 71 FR 18395 (April 11, 2006) (“Original Proposal”). 4 *See* Letters to Jonathan G. Katz, Secretary, Commission, from: Michael W. Kane, Ph.D., J.D., President and CEO, Kane & Company, Inc. (May 1, 2006); Donna M. Hitscherich, Faculty, Columbia University Graduate School of Business, New York (May 1, 2006); Gilbert E. Matthews, CFA, Chairman, Sutter Securities Incorporated (May 1, 2006); Ann Yerger, Executive Director, Council of Institutional Investors (May 1, 2006); John Faulkner, Chair, Capital Markets Committee, Securities Industry Association (May 2, 2006); Marjorie Bowen, Managing Director, National Co-Director of Fairness Opinion Practice, Houlihan Lokey Howard & Zukin Capital, Inc. (May 2, 2006); Daniel S. Sternberg, Committee Chair, Special Committee on Mergers, Acquisitions and Corporate Control Contests, The Association of the Bar of the City of New York (May 3, 2006); Michael J. Holiday, Chair, Committee on Securities Regulation, New York State Bar Association (May 11, 2006). II. Background FINRA is proposing to establish new Rule 2290 to address disclosures and procedures in connection with the issuance of fairness opinions by member firms. Fairness opinions are routinely obtained by boards of directors in corporate control transactions and address the fairness, from a financial perspective, of the consideration being offered in the transaction. Fairness opinions may serve a variety of purposes, including as indicia of the exercise of care by the board of directors in a corporate control transaction as well as to supplement information available to shareholders and, as such, are often provided as part of proxy materials. Fairness opinions offer a view as to whether the consideration offered in a deal is within the range of what would be considered “fair,” rather than offering an opinion as to whether the consideration offered is the best price that could likely be attained. In its proposal, FINRA expressed concern that the disclosures provided in fairness opinions may not be adequate to alert shareholders as to potential conflicts of interest that may exist between the firm issuing the opinion and the parties involved in the transaction. For example, in many cases, the firm issuing the fairness opinion is also acting as an advisor to a party to the transaction. As such, there may be a contingent compensation structure dependent upon the success of the deal. There may also be other material relationships between the member firm and a party to the transaction that is the subject of the fairness opinion involving compensation that has been, or is intended to be, received. Thus, the proposed rule change would provide shareholders with certain disclosures with regard to any fairness opinion issued by a member firm if, at the time of its issuance to the board of directors, the member knows or has reason to know that the fairness opinion will be provided or described to the company's public shareholders. Further, the proposed rule change seeks to require member firms to establish written procedures for use in issuing fairness opinions, including addressing when a member firm will employ the use of an internal committee in approving a fairness opinion. In cases where a committee is used, the member must set forth in its procedures, among other things, the process for selecting personnel to be on the fairness committee. III. Discussion The Commission received eight comment letters in response to the proposed rule change. 5 As discussed below, commenters generally supported the fundamental goals and objectives behind the proposed rule change, and several commenters suggested modifications or requested clarification. In response to various concerns and suggestions raised by commenters, FINRA filed Amendment No. 4 to the proposed rule change. 5 *See supra* note 4. After careful review, the Commission finds, as discussed more fully below, that the proposed rule change is consistent with the requirements of the Exchange Act and the regulations thereunder applicable to FINRA. 6 In particular, the Commission believes that the proposed rule change is consistent with Sections 15A(b)(6) and 15A(b)(9) of the Exchange Act. 7 6 *See* 15 U.S.C. 19(b)(2). 7 15 U.S.C. 78o-3(b)(6) and (9). Section 15A(b)(6) requires that the rules of a registered national securities association be 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 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. Section 15A(b)(9) requires that the rules of an association not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Exchange Act. Section 3(f) of the Exchange Act directs the Commission to consider, in addition to the protection of investors, whether approval of a rule change will promote efficiency, competition, and capital formation. 8 In approving the proposed rule change, the Commission has considered its impact on efficiency, competition, and capital formation. 8 15 U.S.C. 78c(f). The Commission believes that the proposed rule change provides investors with useful information in understanding the primary potential conflicts of interest faced by member firms that issue fairness opinions. The proposed rule change is tailored to require any member firm that issues a fairness opinion to include the specified disclosures only where the member firm knows or has reason to know that the fairness opinion will be provided or described to the company's public shareholders. Thus, even though an opinion may be prepared for use by the board of directors of a client of a member firm, because the fairness opinion is usually included in materials provided to public shareholders, these shareholders will now be made aware of potential conflicts of interest with regard to the existence of contingent compensation arrangements and other material relationships between the member and any party to the transaction that is the subject of the fairness opinion. Further, new Rule 2290's procedural requirements provide safeguards to help member firms manage potential conflicts of interest in approving fairness opinions by, among other things, requiring that any fairness committee formed must include representation by persons who do not serve on the deal team to the transaction that is the subject of the fairness opinion. A. Disclosure Regarding Compensation Contingent Upon the Successful Completion of a Transaction New Rule 2290(a)(1) requires that when a member firm acts as a financial advisor to any party to a transaction that is the subject of a fairness opinion issued by the firm, the member must disclose if the member will receive compensation that is contingent upon the successful completion of the transaction, for rendering the fairness opinion and/or serving as an advisor. New Rule 2290(a)(2) also requires that a member firm disclose if it will receive any other significant payment or compensation that is contingent upon the successful completion of the transaction. Commenters were generally supportive of these provisions. However, one commenter suggested that the disclosure should be quantitative, disclosing the actual amount of the contingent compensation that would be received by the member firm, rather than descriptive, disclosing only the existence of such compensation arrangement. Commenters also expressed concern regarding tracking smaller amounts of contingent compensation or other payments and suggested a threshold amount in order to make compliance more practicable. Two commenters also requested that FINRA clarify that the existence of such contingent compensation arrangement does not constitute an acknowledgement that an actual conflict of interests exists. In FINRA's response to comments, FINRA stated that it continues to believe that it is sufficient that shareholders are aware of the existence of a contingent compensation relationship. FINRA also did not determine it appropriate to clarify in the rule text that the existence of a contingent compensation arrangement is not an acknowledgement that an actual conflict of interests exists. However, in Amendment No. 4, FINRA explained, among other things, that the proposed rule change does not presume a conflict merely because the disclosures are made. Further, in Amendment No. 4, FINRA amended the “catch-all” provision of paragraph (a)(2) regarding other payments or compensation by adding a “significant” qualifier. FINRA noted that it believes this change will ease compliance burdens. We believe that a descriptive disclosure that alerts shareholders to the existence of a contingent compensation arrangement is sufficient to serve the basic purpose of highlighting for investors that the issuing member stands to benefit financially from the successful completion of the transaction, and therefore, that a conflict of interests may exist. We also believe that adding the “significant” qualifier strikes a proper balance. The Commission finds that the proposed rule change requiring disclosure of contingent compensation for rendering the fairness opinion and/or serving as an advisor, or of other significant payments dependent on the successful outcome of the transaction, are consistent with the Exchange Act, particularly Sections 15A(b)(6) and 15A(b)(9). B. Disclosure of Material Relationships Between the Member and Parties to the Transaction New Rule 2290(a)(3) requires that member firms disclose any material relationships that existed during the past two years or material relationships that are mutually understood to be contemplated in which any compensation was received or is intended to be received as a result of the relationship between the member and any party to the transaction that is the subject of the fairness opinion. Several commenters expressed concern that the requirement was overbroad and implied that members must breach confidential obligations or make premature disclosures of non-public information. FINRA noted that the disclosure provision of paragraph (a)(3) is largely based on Item 1015(b)(4) of the Commission's Regulation M-A and was less specific than Item 1015(b)(4) because the disclosures of “material relationships” in the proposed rule change are descriptive rather than quantitative. In Amendment No. 4, FINRA made one modification to this provision to clarify that each of the material relationships should be identified in the fairness opinion. The Commission finds that the disclosure requirement regarding material relationships is consistent with the Exchange Act, particularly Sections 15A(b)(6) and 15A(b)(9). C. Disclosure Regarding Independent Verification of Information That Formed a Substantial Basis for the Fairness Opinion New Rule 2290(a)(4) requires that members disclose if any information that formed a substantial basis for the fairness opinion that was supplied to the member by the company requesting the opinion concerning the companies that are parties to the transaction has been independently verified by the member, and if so, a description of the information or categories of information that were verified. Paragraph (a)(4) in the Original Proposal would have required disclosure of the categories of information that formed a substantial basis for the fairness opinion that was supplied to the member by the company requesting the opinion concerning the companies involved in the transaction, and whether any such information has been independently verified by the member. Two commenters believed that this requirement should be deleted because it was not clear what “verify” the information meant. One commenter asserted that in most cases this information could not be verified so the disclosure of the categories of information would be meaningless for the investor. FINRA clarified in Amendment No. 4 that it did not intend to require independent verification of the information provided to the member. Rather, as noted by FINRA in Amendment No. 4, the disclosure is intended to provide a public shareholder with information concerning the extent to which information relied on by the member was verified. Upon further review, FINRA determined that disclosing the categories of information that formed a substantial basis for the fairness opinion would not provide meaningful guidance to the investor, particularly when this information is not “verified.” Accordingly, in Amendment No. 4, FINRA retained the provision requiring disclosure if any information that formed a substantial basis for the fairness opinion that was supplied by the company requesting the opinion has been verified and, if so, the requirement that the member disclose a description of the verified information or categories of this information. FINRA eliminated, however, the requirement to list each category of information when such information has not been verified. FINRA noted that when no information has been verified, a blanket statement to that effect, as is common practice today, would be sufficient. The Commission finds that the disclosure requirement regarding verification of information supplied by the company requesting the opinion that formed a substantial basis for the opinion is consistent with the Exchange Act, particularly Sections 15A(b)(6) and 15A(b)(9). D. Disclosures Regarding Use of a Fairness Committee New Rule 2290(a)(5) requires member disclosure of whether or not the fairness opinion was approved or issued by a fairness committee. Commenters supported the use of committees and noted that use of such committees is commonplace today. One commenter believed that the disclosure was not material and may create a misleading impression that a fairness opinion rendered by a fairness committee is substantively better than one not approved by a committee. The commenter suggested, however, that if the provision is retained, FINRA should revise the rule text to acknowledge that a fairness committee may not always be called a “fairness committee” within a particular firm. In Amendment No. 4, FINRA stated its belief that fairness opinions that are approved by a fairness committee that follows the procedures required by the proposed rule generally are less susceptible to conflicts and that fairness opinions should include disclosure regarding whether a fairness committee was used. Regarding the term “fairness committee,” FINRA also believes that the term would include any committee or group that approves a fairness opinion in accordance with the procedural requirements of paragraph
(b)regardless of whether the member calls it a “fairness committee.” In addition, FINRA amended the rule language to clarify that members must specifically disclose whether or not a fairness committee approved or issued the fairness opinion. The Commission finds that the disclosure requirements regarding use of a fairness committee are consistent with the Exchange Act, particularly Sections 15A(b)(6) and 15A(b)(9). E. Disclosure Regarding Relative Compensation to Officers, Directors, and Employees New Rule 2290(a)(6) requires member firms to disclose whether or not the fairness opinion expresses an opinion about the fairness of the amount or nature of the compensation from the transaction underlying the fairness opinion, to the company's officers, directors or employees, or class of such persons, relative to the compensation to the public shareholders of the company. The Original Proposal would have required members to establish a process by which the member would evaluate the degree to which the amount and nature of the compensation from the transactions underlying the fairness opinion benefits insiders relative to the benefits to shareholders. Commenters argued that members do not possess the expertise to make this determination and that this type of determination is outside of the scope of what the member opines on in a fairness opinion. In Amendment No. 4, FINRA revised the proposed rule in response to comments, stating that it believes the disclosure in new Rule 2290(a)(6) suitably highlights to the investor the potential conflict of interests between the member issuing the fairness opinion and the party receiving the opinion by requiring disclosure whether the member did or did not take into account the amount and nature of compensation flowing to certain insiders relative to the benefits to shareholders in reaching a fairness determination. The Commission finds that this provision is consistent with the Exchange Act, particularly Sections 15A(b)(6) and 15A(b)(9). F. Procedures for Use of a Fairness Committee New Rule 2290(b)(1) requires that any member issuing a fairness opinion must have written procedures for approval of a fairness opinion by the member, including: The types of transactions and the circumstances in which the member will use a fairness committee to approve or issue a fairness opinion, and in those transactions in which it uses a fairness committee:
(A)The process for selecting personnel to be on the fairness committee;
(B)the necessary qualifications of persons serving on the fairness committee; and
(C)the process to promote a balanced review by the fairness committee, which shall include the review and approval by persons who do not serve on the deal team to the transaction. In response to the Original Proposal, one commenter suggested requiring “written” procedures since FINRA refers to having written procedures in the rule filing but this is not indicated in the rule text itself. FINRA made the recommended change to the rule language. In addition, two commenters recommended revising the language of paragraph (b)(1)(C) as found in the Original Proposal. The Original Proposal required procedures regarding the process to promote a balanced review by the fairness committee, which included the review and approval by persons who do not serve on or advise the deal team to the transaction. Commenters noted that persons who advise the deal team often consult with the fairness committee regarding, for instance, valuation techniques, and that this advice should not be impaired. Commenters also stated that the language in the Original Proposal implied that such consultation was not permissible and, therefore, suggested deleting the phrase “or advise.” In Amendment No. 4, FINRA stated that it believes that commenters may have misunderstood the intent of paragraph (b)(1)(C) in the Original Proposal. Nevertheless, in Amendment No. 4, FINRA deleted the language “or advise” to help alleviate confusion. FINRA also noted in Amendment No. 4 that whether a person is considered to be part of the deal team requires an analysis of the particular facts and circumstances, and will not be determined by whether a person is included on all document distributions or participated in certain meetings, but rather will depend on the nature and substance of his or her contacts and the advice rendered to the firm. The Commission finds that this procedural requirement will help firms manage potential conflicts of interest and is consistent with the Exchange Act, particularly Sections 15A(b)(6) and 15A(b)(9). G. Procedures Regarding Valuation Analyses Paragraph (b)(2) of the Original Proposal would have required members to have a process to determine whether the valuation analyses used in the fairness opinion are appropriate and the member's procedures would have to state the extent to which the appropriateness of the use of such valuation analyses is determined by the type of company or transaction that is the subject of the fairness opinion. In Amendment No. 4, however, FINRA deleted this second requirement because it believes that a specific requirement addressing the detail regarding the impact of the type of company or transaction on the valuation analyses is not necessary. Thus, new Rule 2290(b)(2) only requires procedures addressing the process to determine whether the valuation analyses used in the fairness opinion are appropriate. The Commission finds that this provision is consistent with the Exchange Act, particularly Sections 15A(b)(6) and 15A(b)(9). H. Procedures Regarding Relative Compensation to Officers, Directors, and Employees Paragraph (b)(3) of the Original Proposal would have required members to have a process to evaluate whether the amount and nature of the compensation from the transaction underlying the fairness opinion benefiting any individual officers, directors or employees, or class of such persons, relative to the benefits to shareholders of the company, was a factor in reaching a fairness determination. Several commenters expressed concern regarding this proposed provision. Commenters argued that the proposal implied that members must make a judgment as to the appropriateness of compensation to insiders relative to the compensation to be paid to shareholders. They noted that members issuing fairness opinions do not have the expertise to evaluate executive compensation matters and that the appropriateness of management compensation is beyond the scope of a fairness opinion and that an insider's compensation in general is not a factor in rendering a fairness opinion and, therefore, this provision does not make sense in terms of how members perform a fairness opinion evaluation. In Amendment No. 4, FINRA stated that the procedure required by the Original Proposal was intended to guard against potential conflicts of interest between the member issuing the fairness opinion and those insiders who may stand to gain an economic benefit from the transaction, and who generally are in a position to make determinations about which member will perform the fairness opinion evaluation. In response to comments, however, in Amendment No. 4 FINRA deleted the procedures in paragraph (b)(3) of the Original Proposal and added the disclosure requirements in paragraph (a)(6) to new Rule 2290. The Commission finds that this provision is responsive to comments received and is consistent with the Exchange Act, particularly Sections 15A(b)(6) and 15A(b)(9). IV. Accelerated Approval of Amendment No. 4 and Solicitation of Comments The Commission finds good cause to approve Amendment No. 4 to the proposed rule change prior to the thirtieth day after the date of publication of notice of filing of the amendment in the **Federal Register** . The proposed rule change was published in the **Federal Register** on April 11, 2006. 9 FINRA submitted Amendment No. 4 in response to comments received on the proposed rule change. The Commission believes that Amendment No. 4 clarifies the obligations of FINRA member firms. Amendment No. 4 does not contain major modifications that are more restrictive than the scope of the proposed rule change as published in the **Federal Register** . The Commission believes that approving Amendment No. 4 will provide greater clarity and simplify compliance, thus furthering the public interest and the investor protection goals of the Exchange Act. Finally, the Commission finds that it is in the public interest to approve the proposed rule change as soon as possible to expedite its implementation. 9 *See supra* note 3. Accordingly, the Commission believes good cause exists, consistent with Sections 15A(b)(6) and 19(b) of the Exchange Act, 10 to approve Amendment No.4 to the proposed rule change on an accelerated basis. 10 15 U.S.C. 78o-3(b)(6), and 78s(b). Interested persons are invited to submit written data, views, and arguments concerning Amendment No. 4, including whether Amendment No. 4 is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-NASD-2005-080 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NASD-2005-080. 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 FINRA. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NASD-2005-080 and should be submitted on or before November 8, 2007. V. Conclusion *It is therefore ordered* , pursuant to Section 19(b)(2) of the Exchange Act, 11 that the proposed rule change (SR-NASD-2005-080), as modified by Amendment Nos. 1, 2, 3, and 4, be, and hereby is, approved. 12 11 15 U.S.C. 78s(b)(2). 12 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 12 Florence E. Harmon, Deputy Secretary. [FR Doc. E7-20585 Filed 10-18-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56661; File No. SR-NASD-2005-100] Self-Regulatory Organizations; National Association of Securities Dealers, Inc. (n/k/a Financial Industry Regulatory Authority, Inc.); Notice of Filing of Proposed Rule Change and Amendment Nos. 1, 2, 3, and 4 Thereto, To Require Members To Provide Customers in TRACE-Eligible Debt Securities With Additional, Transaction-Specific Disclosures and To Notify Customers of the Availability of a Disclosure Document October 15, 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 19, 2005, the National Association of Securities Dealers, Inc. (“NASD”), n/k/a Financial Industry Regulatory Authority, Inc. (“FINRA”), 3 filed with the Securities and Exchange Commission (“SEC” or “Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by FINRA. 4 On December 21, 2005, NASD filed Amendment No. 1 to the proposed rule change. On January 26, 2007, NASD filed Amendment No. 2 to the proposed rule change. On July 16, 2007, NASD filed Amendment No. 3 to the proposed rule change. On August 21, 2007, FINRA filed Amendment No. 4 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. 3 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 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), 72 FR 42190 (August 1, 2007). 4 Commission staff made certain changes to the description of the proposed rule change with the consent of FINRA staff to further clarify the description, to reflect the organization's name change, and to make other changes incidental to the consolidation during a telephone conversation between Sharon Zackula, Associate Vice President and Associate General Counsel, and James Eastman, Assistant General Counsel, FINRA, and Joshua Kans, Senior Special Counsel, and Kristina Fausti, Special Counsel, Division of Market Regulation, Commission, on March 20, 2007; telephone conversations between Sharon Zackula and James Eastman, and Kristina Fausti, on August 17, 2007, and August 20, 2007, respectively; and a telephone conversation between Sharon Zackula, and Josh Kans and Kristina Fausti, on September 21, 2007. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change FINRA is proposing to:
(1)Adopt NASD Rule 2231, which would require members, subject to specified exceptions, to provide customers in transactions in debt securities that are TRACE-eligible securities, as defined in NASD Rule 6210(a), with additional, transaction-specific disclosures relating to applicable charges, credit ratings, the availability of last-sale transaction information, and certain interest, yield and call provisions; and
(2)amend NASD Rule 2340 (customer account statements) to require members to notify certain customers of the availability of a disclosure document discussing debt securities authored by FINRA and deliver the document to customers upon request. The text of the proposed rule change and the associated disclosure document are set forth below. Proposed new language is in italics; proposed deletions are in brackets. 2231. Confirmation of Transactions in Debt Securities *(a) Confirmation of Transactions in Debt Securities.* *(1) Except as otherwise provided herein, any member that is required to disclose to a customer information pursuant to Rule 10b-10 under the Act in connection with any transaction in a debt security also shall, with respect to any TRACE-eligible security, disclose to the customer, other than an institutional account, the information set forth in paragraph (b). Except as otherwise provided herein, this information shall be disclosed in the same manner and at the same time in which the member discloses to the customer information in connection with the transaction pursuant to Rule 10b-10 under the Act. A member need not disclose to customers information required to be disclosed under this Rule if the member discloses such information pursuant to Rule 10b-10 under the Act.* *(2) For purposes of this Rule:* *(A) “Institutional account” shall have the same meaning it has in Rule 3110 and means an account that, within the past twelve months, the member has determined is an institutional account;* *(B) “Debt security” shall have the same meaning it has in Rule 10b-10 under the Act, except that any exempted security or asset-backed security is excluded from this definition;* *(C) “Exempted security” shall have the same meaning it has in Section 3(a)(12) of the Act;* *(D) “Asset-backed security” shall have the same meaning it has in Rule 10b-10 under the Act;* *(E) “Nationally recognized statistical rating organization” (“NRSRO”) shall have the same meaning it has in Rule 15c3-1 under the Act;* *(F) “Clearing member” shall have the same meaning it has in Rule 3230;* *(G) “Service bureau” shall have the same meaning it has in IM-4632-1 under Rule 4632; and* *(H) “TRACE-eligible security” shall have the same meaning it has in Rule 6210(a).* *(b) Information Required To Be Disclosed* *(1) Debt security information. A member must disclose the debt security's CUSIP number and the TRACE symbol of the debt security if one has been designated by NASD.* *(2) Broker-dealer charges. A member must disclose, if acting as principal, the following: “The broker-dealer's remuneration on this transaction has been added to the price in the case of a purchase or deducted from the price in the case of a sale.”* *(3) Credit rating. A member must disclose the lowest credit rating(s) it has received at the time the transaction confirmation is generated, the date of such credit rating(s), and the NRSRO(s) assigning the credit rating(s) of the debt security the member purchased for or from or sold to or for a customer, if:* *(A) The member has entered into a written agreement with the NRSRO to receive such credit rating(s);* *(B) A service bureau that provides confirmation services to the member for the transaction has entered into a written agreement with the NRSRO to receive such credit rating(s) and provides them to the member as part of the confirmation services at no additional cost; or* *(C) A member that acts as a clearing member for, and provides confirmation services to, the member for the transaction has entered into a written agreement with the NRSRO to receive such credit rating(s) and provides them to the member as part of the confirmation services at no additional cost.* *(4) Indicators of marketability and liquidity. A member must disclose that transaction price information for the securities subject to this Rule is publicly available on the Internet at http://www.bondinfo.com for the customer's non-commercial use at no charge, or at other sources that provide such information.* *(5) Cash flow information. For purchases only, a member must disclose on a per debt security basis the following:* *(A) The frequency of interest and/or principal payments as applicable, if either are paid on a periodic, fixed schedule. If the debt security does not pay interest or principal on a regular schedule, a member must disclose the following: “This security does not pay interest or principal on a regular schedule. Information regarding the frequency of interest or principal payments for this security will be furnished to you upon written request.” A member shall provide such additional information in writing within three business days of receiving a customer's written request, or within ten business days if such a request is received more than six months after the transaction's settlement date.* *(B) Yield to maturity, and, if the debt security is subject to call prior to maturity through any means, a notation of “callable” shall be included. The date and price of the next pricing call shall be included and so designated. If the debt security is continuously callable (i.e., callable on any date after the first call date), a member must disclose the following: “This security is continuously callable.” If there are any call features in addition to the next pricing call, a member must disclose the following: “Additional call features exist that may affect yield; additional information will be furnished to you upon written request.” A member shall provide such additional information in writing within three business days of receiving a customer's written request, or within ten business days if such a request is received more than six months after the transaction's settlement date.* *(C) For debt securities carrying a variable coupon rate, a member must disclose the following: “The coupon rate may vary. Additional information that describes the way in which the debt security's interest and principal payments are calculated will be furnished to you upon written request.” A member shall provide such additional information in writing within three business days of receiving a customer's written request, or within ten business days if such a request is received more than six months after the transaction's settlement date. Any such additional information shall contain:* *(i) The amount of the next interest payment based on the current coupon rate,* *(ii) A statement that this amount will change if the coupon rate changes* *(iii) How often the coupon rate may be recalculated,* *(iv) An explanation of the event(s) that may trigger the recalculation, and* *(v) The formula for recalculating such coupon rate.* *(D) For debt securities that are callable and, at issuance, are not structured to include scheduled interest payments (e.g., “zero coupon bonds”), the dollar equivalent of the debt security's imputed interest until the next occurring call date (assuming that the price at which the debt security may be called is paid to the holder).* 2340. Customer Account Statements (a)-(d) No change. *(e) Notice of Availability of NASD Disclosure on Debt Securities* *(1) Except as otherwise provided in subparagraph
(2)below, a member that has provided a customer disclosure under Rule 2231 during the period since the last account statement was sent to the customer also must disclose the following: “A disclosure document discussing your rights as a bondholder and some of the risks related to buying and holding bonds, titled ‘Important Information You Need to Know About Investing in Corporate Bonds,’ has been prepared by NASD and is available online at www.finra.org. A paper version of this document is available from your broker upon your written request.”* *(2) In lieu of disclosing the internet Web site address “www.finra.org” in the statement set forth in subparagraph (1), a member may disclose the member's internet Web site address, provided that the document, “Important Information You Need to Know About Investing in Corporate Bonds,” or an internet hyperlink directly thereto, is easily accessible from the internet address that is disclosed.* *(3) A member shall provide the document, “Important Information You Need to Know About Investing in Corporate Bonds,” to any customer to whom a statement is provided pursuant to subparagraph
(1)within three business days of receiving a customer's written request, or within ten business days if such a request is received more than six months after the transaction's settlement date. This document provides information that an investor should know immediately prior to buying or selling a bond such as the basics of bond pricing, yield, and the difference between yield to maturity and yield to call. It also describes certain risks that bond investors assume in such transactions (e.g., interest rate risk and liquidity risk). This document also contains a short description of basic types of bonds (e.g., floating rate bonds, zero coupon bonds and convertible bonds) as well as debt structure (e.g., junior or subordinated debt). Finally it informs investors that even if they are not charged a commission they are nevertheless paying a fee to their broker-dealer when they buy or sell bonds.* [(e)] *(f)* Exemptions Pursuant to the Rule 9600 Series, the Association may exempt any member from the provisions of this Rule for good cause shown. Important Information You Need to Know About Investing in Corporate Bonds *This document is intended to provide you with some basic facts about the most common features of corporate bonds, and to alert you to some of the risks associated with buying, selling, and holding corporate bonds.* *As with any investment, before buying a corporate bond, you should analyze the bond on its own merits, weighing its risks, costs, and rewards. Consult with your firm about any questions you may have about investing in a particular bond.* Corporate Bond Basics What Is a Corporate Bond? *Corporate bonds are, at their simplest, loans that investors make to public and private corporations. Consequently, bonds are referred to as debt securities. Corporations generally issue corporate bonds to raise money for capital expenditures, operations, and acquisitions.* *Typically, bondholders receive interest payments during the term of a bond (or, for as long as a bondholder owns a bond), at the stated interest rate—also called the coupon rate. In addition, if bondholders hold bonds until maturity, they also are repaid the principal amount, called par value or face amount.* Bond Price and Yield Price *If you sell a bond before it matures, you may not receive the full principal amount of the bond. This is because a bond's price is not based on the par value of the bond. Rather, it is set in the secondary market and is established by the current market values of such bonds, which may be more or less than the amount of principal the issuer would be required to pay the bondholder at maturity. Therefore, it is impossible to predict in advance the price that a bondholder will receive if the bondholder purchases a bond and later sells the bond before maturity.* *The price of a bond is often above or below its par value because the price is adjusted according to current interest rates in the whole market for the same debt security and comparable debt securities. For example, if the bond you desire to purchase has a coupon rate of 8 percent, and similar quality new bonds available for sale have a coupon rate of 5 percent, you will have to pay more than the par amount of the bond that you intend to purchase, because you will receive more interest income than the current coupon rate (5 percent) being attached to similar bonds. (A bond's coupon rate is the rate of interest paid periodically on the face amount of the obligation.)* Yield *Yield is the overall return on the capital you invest in the bond. Yield is similar to, but different from, a bond's coupon rate. This distinction is important, because as is explained above, while a bond's face amount or par value is fixed, its market value almost always changes over time. Because bond prices fluctuate continually in the market, the yield your bond investment will provide if it is sold prior to maturity also changes constantly. A bond's price is inversely related to its yield. As a bond's price increases, its associated yield decreases; as the price of a bond decreases, the associated yield increases.* *For example, a bond that sells today for $1,000 and has a coupon rate of 8 percent has a current yield of 8 percent. Because the “price” equals the face amount of the bond, the current yield of 8 percent equals the 8 percent coupon rate. However, usually after the first sale of a bond, the price of a bond differs from the face amount. For example, if the same bond sells tomorrow for $990, the current yield would be slightly higher than 8 percent.* Yield to Maturity and Yield to Call: What's the Difference? *Yield to maturity is calculated by taking into account the total amount of interest you will receive over time, your purchase price (the amount of capital you invested), the face amount (or other amount you will be paid when the issuer “redeems” the bond), the time between interest payments, and the time remaining until the bond matures.* * If you hold a callable bond, another type of yield calculation, yield to call, also is important for you to understand. This calculation takes into account the impact on a bond's yield if it is called prior to maturity and is often done using the first date on which the issuer could call the bond. (Other call dates may be used in specified circumstances.) A bond's yield to call may be lower than its yield to maturity. * *To get a more accurate picture of what a bond will cost you or what you received for it, you should also ask your broker to calculate the yield adjusting the purchase price up (when you purchase) or down (when you sell) by the amount of the mark-up or commission (when you purchase) or mark-down or commission (when you sell) and other fees or charges that you are charged by your broker for its services. This is called yield reflecting broker compensation.* Corporate Bond Risks *Like virtually all investments, corporate bonds carry risk. It is important that you fully understand the risks of investing in corporate bonds. These risks include:* Interest Rate Risk *When interest rates rise, bond prices fall, and when interest rates fall, bond prices rise. Interest rate risk is the risk that changes in interest rates generally in the U.S. or the world economy may reduce (or increase) the market value of a bond you hold. Interest rate risk increases the longer that you hold a bond. For example, if interest rates rise throughout the economy, bond issuers, along with other borrowers, will need to offer potential bondholders higher rates to compete with the higher interest rates available elsewhere.* *Any bonds issued in a period of rising interest rates generally will carry higher coupon rates, which will be more attractive to potential bondholders than the coupon rate paid by bonds issued before the rise in interest rates. This decreased appetite for older bonds that pay lower interest depresses their price in the secondary market, which would translate into your receiving a lower price for your bonds if you chose to resell them in a period of rising interest rates. The opposite holds true as well, and the market value of older bonds that pay higher than current interest rates tends to rise in periods where interest rates are generally declining.* Call and Reinvestment Risk *Bonds with a call provision can be redeemed or “called” by the bond issuers, requiring bondholders to redeem their bonds at the call price well before their maturity dates. Bonds often are called when market interest rates are falling, because bond issuers want to refinance their debt at lower interest rates (similar to when a home owner seeks to refinance a mortgage at a lower rate when mortgage interest rates decrease). This is known as call risk.* *With a callable bond, a bondholder might not receive the bond's coupon rate for the entire term of the bond, and it might be difficult or impossible to find an equivalent investment paying rates as high as the called bond. This is known as reinvestment risk. Additionally, at any given point in time, the period that a callable bond will generate cash flow is uncertain. This risk will be reflected in a lower market value for the bond because any appreciation in the value of the bond's periodic interest payments may not be fully realized if it is “called away” by its issuer.* Refunding Risk and Sinking Funds Provisions *A sinking fund provision, which often is a term included in bonds issued by industrial and utility companies, requires a bond's issuer to retire a certain number of bonds periodically. This can be accomplished in a variety of ways, including through purchases in the secondary market or forced purchases directly from bondholders at a pre-determined price.* *Holders of bonds subject to sinking fund redemptions should understand that they risk having their bonds called (or redeemed) prior to maturity. Unlike other bonds subject to call, depending on the sinking fund provision, there may be a relatively high likelihood that the issuer will redeem some or many of the bonds prior to maturity, even if market-wide interest rates do not change.* *It is important to understand that there is no guarantee that an issuer of these bonds will be able to comply strictly with any redemption requirements. In certain cases, an issuer may need to borrow funds or issue additional debt to refinance an outstanding bond issue subject to a sinking fund provision when it matures. If the issuer is unable to raise adequate funds to refinance the outstanding issue, the issuer could default and the bondholder could lose all or most of his/her investment.* Default and Credit Risk *If you ever loaned money to someone, chances are you gave some thought to the likelihood of being repaid. Some loans are riskier than others. The same is true when you invest in bonds. You are taking a risk that the issuer's promise to repay both principal and interest will not be upheld. In the case of Treasuries and other government-issued bonds backed by the “full faith and credit of the U.S. government,” that risk is almost zero. However, there is some risk of default with corporate bonds. This means the corporations issuing them may either be late paying bondholders or—in worst-case scenarios—be unable to pay at all.* *Bond ratings are a way of measuring default and credit risk. Bond ratings are issued by private companies called credit rating agencies. In issuing a credit rating, a credit rating agency reviews relevant information supplied to it by the issuer or its agents, and from sources the credit rating agency considers reliable, including financial information such as the issuer's financial statements, and assigns a rating (for example, AAA (or Aaa) to D).* *Generally, bonds are categorized in two broad categories—investment grade and non-investment grade. Bonds that are rated BBB (or Baa) or higher are considered investment grade. Bonds that are rated BB (or Ba) or lower are non-investment grade. Non-investment grade bonds are also referred to as high-yield or junk bonds, and in some cases, distressed bonds. These bonds are considered riskier investments because the issuer's general financial condition is less sound, and the issuer may default—(may not be able to pay the interest and principal to bondholders when they are due).* *Many bondholders heavily weigh the rating of a particular corporate bond in determining if the corporate bond is an appropriate and suitable investment for them. Although credit ratings are an important indicator of creditworthiness, you should also consider that the value of the bond might change depending on changes in the company's business and profitability. The credit rating could be revised downward. In the worst scenario, if you own a bond and the company that issues it defaults you could lose all of your investment. Finally, some bonds are not rated. In such cases, an individual bondholder may find it difficult to assess the overall creditworthiness of the issuer of the bond.* Liquidity Risk * You should determine whether the bond in which you are interested has traded frequently, infrequently, or not at all in recent months, and if your broker regularly buys and sells the bond. While certain bonds are very actively traded and are relatively “liquid,” other bonds, including many high-yield bonds, are traded much less frequently or not at all and may not be easy to sell. If you think you might need to sell the bonds you are purchasing prior to their maturity, you should carefully consider the likelihood of your being able to do so, and whether your broker will be able and willing to assist you in liquidating your investment at a fair price reasonably related to then current market prices. It is possible that you may be able to re-sell a bond only at a heavy discount to the price you paid (loss of some principal) or not at all. Additionally, bonds that are less frequently traded may be subject to wider “spreads” in the secondary market, which means that you would receive less for your bond if selling, or pay more if buying, than otherwise would be the case. * Corporate Bonds with Special Features *It also is important to understand any special features a bond may have before you buy, since these features may affect risk.* Floating Rate Bonds *Floating-rate bonds have a floating or variable interest rate that is adjusted periodically, or floats, using an external value or measure (for example, the prime rate or a stock index). Such bonds offer protection against interest rate risk, but their coupon rate is usually lower than those of fixed-rate bonds.* Zero-Coupon Bonds *Zero-coupon bonds, unlike other bonds, don't make regular interest payments. Instead, the bondholder buys the bond at a discount from the face value of the bond, and, when the bond matures, the issuer repays the bondholder the face amount. The difference between the discounted amount the bondholder pays upon purchase and the face amount later received is the imputed interest. Because zero-coupon bonds don't pay any interest until maturity, their prices may be more volatile than other bonds with similar maturities that pay interest periodically.* Secured Bonds *Secured bonds are backed by collateral that the bond's issuer has agreed to sell if it otherwise is unable to meet its obligation when the bond matures. For example, a bond might be backed by a specific factory or industrial equipment. However, any such backing is only as good as the value of the asset being used as collateral, the value of which can decrease during the term of the bond. * *Bonds that are not backed by any collateral are unsecured and are sometimes called debentures. Debentures are backed solely by an issuer's promise to repay you. Most corporate bonds are debentures.* Guaranteed and Insured Bonds *Certain bonds may be referred to as guaranteed or insured. This means that a third party has agreed to make the bond's interest and principal payments if the issuer is unable to make these payments. You should keep in mind that such guarantees only are as valuable as the creditworthiness of the third party making the guarantee or providing the insurance.* Convertible Bonds *Convertible bonds may be converted into the stock of the bond's issuer. A bondholder should be careful to understand the conditions under which the bonds may be converted, as this right often is contingent upon the issuer's stock reaching a certain price level, among other things. Bond investors also should ask their broker or financial adviser whether there is any charge or fee associated with making a conversion.* Junior or Subordinated Bonds *The more junior bonds issued by a company typically are referred to as subordinated debt, because a junior bondholder's claim for repayment of the principal of such bonds has a lower priority than the claims of a bondholder holding an issuer's more senior debt. Therefore, in the event of a bankruptcy, junior bondholders receive payment only after senior debt claims are paid in full. Additionally, other types of claims also may have priority on the issuer's remaining assets over the claims of all bondholders (e.g., certain supplier or customer claims). Therefore, although bondholders generally are paid prior to stockholders in a bankruptcy proceeding, this doesn't mean the bondholder will get any money back because the issuer's assets could be reduced to zero by other creditors that have the right to be paid before bondholders.* Broker Compensation for Selling Bonds No Commission does not Mean No Charge. *You should understand that your broker is being compensated for performing services for you, even if you are not charged a commission when you buy or sell a bond. In most bond transactions, brokers are compensated, even though a commission charge is not disclosed, because the transaction is structured as a principal transaction (i.e., your broker sells you a bond it already owns). This is because when a dealer sells you a bond in a principal capacity, the dealer increases or marks up the price you pay over the price the dealer paid to acquire the bond. The mark-up is the dealer's compensation and is similar to a commission. Similarly, if you sell a bond, a dealer will offer you a price that includes a mark-down from the price that the dealer believes he can sell the bond to another dealer or another buyer. You should understand that the firm has charged you a fee for its services.* Would a Similar Bond Cost Less? *Finally, it is important to consider the potential conflicts that your broker might have when it sells you a bond. Bonds issued by different issuers often have very similar risk profiles and carry similar coupon rates. Before you buy a bond, you should shop around and consider if there are other bonds that you could buy at a cheaper price than the one recommended by your broker. You should consider whether there are other bonds available with similar risk/return profiles that might be available at lower cost. You also should try and understand how your broker is being compensated for any bond transaction, particularly those that are recommended to you where similar bonds may be available.* II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, FINRA 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. FINRA has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose Background With the implementation of FINRA's Trade Reporting and Compliance Engine (“TRACE”) in 2002 and the subsequent availability of a consolidated view of transaction information in the U.S. corporate bond market, a number of trends have emerged that have implications for the regulatory framework of the corporate debt market. For example, approximately 65% of TRACE transactions are for amounts of less than $100,000, indicating significant individual investor participation in the corporate bond market. 5 FINRA believes that helping investors to understand some of the key characteristics of particular bonds that they are buying or selling as well as the key risks associated with bond investing is an important element of its efforts to enhance transparency in the corporate debt market. FINRA also believes that the proposed rule change will further efficiency, competition, and capital formation in the market for corporate debt securities. In particular, FINRA anticipates that the proposed rule change, by providing greater transparency to debt securities transactions, will result in greater efficiency in pricing and further competition in the market for corporate debt securities. FINRA believes the proposed rule change also will enhance capital formation to the extent that investors are better able to assess the risks and benefits related to investing in corporate debt securities. 6 5 *See* NASD *Notice to Members* 05-21 (April 2005); *see also Report of the Corporate Debt Market Panel,* September 2004, *http://www.finra.org/web/groups/reg_systems/documents/regulatory_systems/p011445.pdf* (“Panel Report”). The Corporate Debt Market Panel (“Panel”) was a group of twelve experts in the fixed income area appointed by the NASD Board of Governors to make recommendations to NASD regarding how best to ensure market integrity and investor protection in the corporate bond market. The Panel reviewed information showing significant levels of participation by individual investors in the corporate bond market. For example, the Panel Report notes that information obtained from TRACE shows that approximately “two thirds of corporate bond transactions reported to TRACE are in quantities of $100,000 or less in value, a size widely viewed as representative of individual investor activity.” Panel Report at 4. The Panel also reviewed NASD surveys showing that individual investors often do not understand certain key structural aspects of specific bonds or the market in which bonds are traded. For example, 34% of individuals surveyed did not believe that they were paying a fee for buying or selling a bond and approximately 60% of investors surveyed did not understand that bond prices generally fall as interest rates rise. Panel Report at 4. The Panel concluded that individual investors would benefit from additional guidance and information disclosure, and recommended, among other things, that investors obtain improved access to information on bonds and receive increased disclosures regarding their bond transactions. The proposed rule change is based on the Panel's recommendations and also reflects significant input from other NASD advisory committees, such as NASD's Fixed Income Committee. 6 *See generally* Panel Report. Proposed Disclosures Proposed NASD Rule 2231 would require members, subject to certain exceptions, 7 to provide customers in TRACE-eligible securities transactions, 8 with additional transaction-specific disclosures relating to applicable charges, credit ratings, the availability of last-sale transaction information, and certain interest, yield and call provisions. 9 These disclosures would have to be provided in the same manner and at the same time in which a broker-dealer discloses information under Rule 10b-10. 10 7 Proposed NASD Rule 2231's disclosures would not be required to be provided to institutional accounts, and proposed NASD Rule 2231 would not apply to transactions in asset-backed or exempted securities. “Institutional account” would have the same meaning it has in NASD Rule 3110(c)(4). “Asset-backed security” would have the same meaning it has in Rule 10b-10(d)(10) under the Act. *See* 17 CFR 240.10b-10. “Exempted security” would have the same meaning it has in Section 3(a)(12) of the Act (15 U.S.C. 78c(a)(12)). *See* paragraphs (a)(2)(A), (a)(2)(D) and (a)(2)(C) of proposed NASD Rule 2231, respectively. 8 Proposed NASD Rule 2231 only would apply to a transaction in a “debt security” that also is a “TRACE-eligible security,” which would have the same meaning it has in NASD Rule 6210(a). *See* proposed NASD Rule 2231(a)(2)(H). Debt security would have the same meaning it has under Rule 10b-10 under the Act except that it would not include any asset-backed security or exempted security. *See* Proposed NASD Rule 2231(a)(2)(B). 9 Under proposed NASD Rule 2231(a) members would not be required to make any of the disclosures, which are specified in proposed paragraph (b), that are duplicative of disclosures already required under SEC Rule 10b-10 for that transaction. Proposed NASD Rule 2231(a)(1). Also, under proposed NASD Rule 2231(a), unless otherwise provided, the information would be required to be disclosed in the same manner ( *e.g.* , frequency) and at the same time in which the member discloses information to the customer about the specific debt transaction pursuant to SEC Rule 10b-10. *Id.* For example, the Commission has provided exemptive relief to broker-dealer sponsors of “wrap fee programs” to permit those broker-dealers to confirm transactions in their wrap fee programs through periodic statements, not less often than quarterly (subject to several conditions), in lieu of immediate trade confirmations that otherwise would be required under SEC Rule 10b-10. *Money Management Institute, Securities Industry Association, SEC No-Action Letter* , 1999 SEC No-Act Lexis 934 (August 23, 1999). FINRA would defer to SEC and SEC staff interpretations of SEC Rule 10b-10 when interpreting proposed NASD Rule 2231's delivery requirements, and members properly relying upon such interpretations for purposes of satisfying SEC Rule 10b-10's delivery requirements also would be deemed to satisfy proposed NASD Rule 2231's delivery requirements. If the SEC approves the proposed Rule, FINRA would provide guidance in this area only in instances where the SEC or its staff has not already addressed a particular issue. 10 Proposed NASD Rule 2231(a)(1). However, FINRA would not interpret proposed NASD Rule 2231 as requiring members to provide the required supplemental disclosures on the same piece of paper or in the same electronic document (if the confirmation is provided electronically) as that containing the SEC Rule 10b-10 confirmation, because FINRA believes such requirements could be unwieldy without materially enhancing investor protection. Nevertheless, FINRA anticipates that the supplemental disclosures of proposed NASD Rule 2231 and the confirmation disclosures required by SEC Rule 10b-10 would be delivered simultaneously. FINRA believes that the information in the proposed disclosures generally is of the type that currently is included in confirmations of transactions in various types of securities ( *e.g.* , municipal securities). While the disclosures proposed by FINRA are narrowly tailored to the specific concerns that have been raised regarding confirmation disclosure in TRACE-eligible securities transactions, FINRA has identified where analogous disclosures are today required. The specific additional disclosures would include the security's CUSIP 11 number and its TRACE symbol 12 to assure that the transaction is identified as clearly as possible. A member acting as principal would be required to disclose, if applicable, a statement relating to transaction charges. 13 This standard disclosure is intended to clarify for investors who are dealing with a member acting as a principal, in the capacity of either a dealer or market maker, whether the member has obtained any remuneration in connection with the customer's debt securities transaction. FINRA is not proposing to require that the amount of the member's mark-up or mark-down be disclosed because, under SEC Rule 10b-10, in debt securities transactions, an agency commission is required to be disclosed, but a principal's mark-up or mark-down is not. Under certain circumstances a member would be required to disclose the credit rating of the security and the Nationally Recognized Statistical Rating Organization (“NRSRO”) assigning it the rating. 14 A member that subscribes to more than one NRSRO (or otherwise is provided credit ratings as described previously) and has more than one credit rating for a security, would be required to provide the lowest of such credit ratings to the customer. 15 A member would be required to disclose the credit rating if it, or the clearing firm or service bureau providing confirmation services to the member on the transaction, has entered into a written agreement with a rating agency to receive such credit ratings, and, in the case of a clearing firm or service bureau, those ratings are made available to the member for inclusion on the transaction confirmation at no additional cost. 16 A member would be required to disclose the credit rating it has received at the time the transaction confirmation is generated 17 as well as the date applicable to the credit rating. A member also would be required to disclose that transaction price information is publicly available for the security, and that a customer may obtain such information at the FINRA internet web site *http://www.bondinfo.com* for the customer's non-commercial use at no charge, or at other sources that provide such information, such as the Web site, investinginbonds.com. 18 11 Proposed NASD Rule 2231(b)(1). “CUSIP” stands for Committee on Uniform Securities Identification Procedures. According to FINRA, CUSIP numbers belong to Standard and Poor's, a division of the McGraw-Hill Companies, Inc. (“S&P”). S&P licenses to FINRA the use of the terms “Committee on Uniform Securities Identification Procedures” and “CUSIP.” *See* Municipal Securities Rulemaking Board (“MSRB”) Rule G-15(a)(i)(B)(2) (requires disclosure of a security's CUSIP number); *cf.* SEC Rule 10b-10(a)(1) (requires disclosure of a security's “identity”). 12 Proposed NASD Rule 2231(b)(1). The TRACE symbol allows retail investors tomore easily identify the TRACE-eligible security as to the issuer. *See* SEC Rule 10b-10(a)(1) (requires disclosure of a security's “identity”); *cf.* MSRB Rule G-15(a)(i)(B)(1)(a) (for stripped coupon securities, requires confirmation disclosure of a security's “trade name and series designation”); MSRB Rule G-15(a)(i)(B)(1)(b) (for municipal fund securities, requires confirmation disclosure of “the name used by the issuer to identify such securities and, to the extent necessary to differentiate the securities from other municipal fund securities of the issuer, any separate program series, portfolio or fund designation for such securities must be shown.”). 13 Proposed NASD Rule 2231(b)(2). The required disclosure for principal transactions, if applicable, would be “the broker-dealer's remuneration on this transaction has been added to the price in the case of a purchase or deducted from the price in the case of a sale.” *Id.* ; *cf.* SEC Rule 10b-10(e)(1)(ii) (a broker or dealer that effects “any transaction” for a customer in security futures products in a futures account must disclose “the source and amount of any remuneration received or to be received * * * including, but not limited to, markups, commissions, costs, fees, and other charges incurred in connection with a transaction* * * .”); SEC Rule 10b-10(a)(2)(ii) (in certain circumstances a non-market maker acting as principal for its own account is required to disclose the “difference between the price to the customer and the dealer's contemporaneous purchase (for customer purchases) or sale price (for customer sales)”); SEC Rule 10b-10(a)(2)(i) (must disclose capacity, and, when acting as agent for the customer, some other person, or for both the customer and some other person, the “amount of any remuneration received or to be received* * * .” under SEC Rule 10b-10(a)(2)(i)(B)); MSRB Rule G-15(a)(i)(A)(1)(e) (requires, in certain cases, certain disclosures regarding the broker-dealer's remuneration in the transaction). 14 Proposed NASD Rule 2231(b)(3); *cf.* SEC Rule 10b-10(a)(8) (requires disclosure that a debt security is unrated by an NRSRO, if applicable); MSRB Rule G-15(a)(i)(C)(3)(f) (requires disclosure that a debt security is unrated by an NRSRO, if applicable). Pursuant to the Credit Rating Agency Reform Act of 2006 and Commission rules thereunder, on June 28, 2007, the Commission announced that seven credit rating agencies applied to be registered with the Commission as NRSROs and could continue to represent themselves or act as NRSROs during Commission consideration of their applications. *See* SEC Press Release 2007-124 (June 28, 2007). The seven credit agencies are: A.M. Best Company, Inc., Dominion Bond Rating Service Limited, Fitch, Inc., Japan Credit Rating Agency, Ltd., Moody's Investors Service, Rating and Investment Information, Inc., and Standard and Poor's Rating Services. In issuing a credit rating, these organizations review relevant information supplied to them by the issuer or its agents, and from sources they consider reliable, including financial information such as the issuer's financial statements, and assign a rating, for example AAA
(Aaa)to D. 15 Proposed NASD Rule 2231(b)(3). 16 It is FINRA's understanding that certain large clearing firms offer to disclose on a correspondent firm's transaction confirmation a “menu” of items for a fixed fee and that credit rating information typically is included as one of these menu items. FINRA noted in NASD *Notice to Members* 05-21 that, if the current proposal were adopted, FINRA would monitor the percentage of firms that subscribe to and disclose NRSRO ratings and would consider the advisability of mandating at least one subscription to an NRSRO if a uniform practice of disclosing NRSRO ratings did not arise. For example, FINRA might consider such an approach if the proposed Rule were adopted and FINRA became aware that member firms were seeking to avoid disclosing NRSRO ratings by paying their clearing firms or service bureaus a separate, nominal charge to receive such ratings to circumvent the requirement in proposed NASD Rule 2231(b)(3)(B) and
(C)that requires a member to make such disclosures only if the member receives NRSRO ratings from its clearing firm “at no additional cost.” Finally, a member that receives credit rating information and whose clearing firm also receives credit rating information would be permitted to choose which credit ratings to disclose so long as the credit rating was the lowest of the ratings it receives. 17 Proposed NASD Rule 2231(b)(3). This provision has been revised in response to SEC staff comments and industry feedback and is intended to minimize the costs and operational burdens faced by members complying with this requirement. Members now would be permitted to use the lowest credit rating they have received or may receive as part of the confirmation preparation process. Members would not be required to disclose the credit rating available at the time a transaction is executed, which was initially proposed by FINRA in SR-NASD-2005-100. 18 Proposed NASD Rule 2231(b)(4). Most transactions in TRACE-eligible securities, as well as other debt securities, are executed in the over-the-counter market; the proposed disclosure is intended to direct investors to a primary source of market data for TRACE-eligible securities transactions. In NYSE Rule 409(f), FINRA requires that broker-dealers disclose on confirmations the name of the securities market on which the confirmed transaction was made. The New York Stock Exchange granted temporary relief from this requirement in conjunction with the implementation of Regulation NMS. *See* NYSE Information Memorandum 07-28 (March 20, 2007). In *Regulatory Notice* 07-35 (August 2007) FINRA extended this relief until January 1, 2008. For customer purchases only, members would be required to provide the frequency of interest and/or principal payments as applicable, if either are paid on a periodic, fixed schedule. 19 If the debt security does not pay interest or principal on a regular schedule, the member must disclose the following: “This security does not pay interest or principal on a regular schedule. Information regarding the frequency of interest or principal payments for this security will be furnished to you upon written request.” 20 Yield to maturity would be required to be disclosed and, if the debt security is subject to call prior to maturity through any means, a notation of “callable” also would be required to be included. 21 The date and price of the next pricing call would be required to be included and so designated. 22 If the debt security is continuously callable ( *i.e.* , callable on any date after the first call date) a member would be required to disclose, “This security is continuously callable.” 23 If there are any call features in addition to the next pricing call, disclosure must be made that: “Additional call features exist that may affect yield; additional information will be furnished to you upon written request.” 24 For variable rate debt securities, the member would be required to inform the customer that the coupon rate may vary and that the member will provide additional information 25 in writing about the variable debt upon a customer's written request. 26 Finally, when a member sells to a customer a debt security that is callable and, at the time of issuance, is not structured to include scheduled interest payments ( *e.g.* , “zero coupon bonds”), the member would be required to provide to the customer the dollar equivalent of the debt security's imputed interest until the next occurring call date (assuming that the price at which the debt security may be called is paid to the holder). 27 Additionally, customers would have the right to make a written request for certain additional cash flow information as well as the disclosure document (see discussion below of proposed disclosure document). 28 Members would have three business days to provide a written response to such requests, unless the request were made more than six months after the settlement of a transaction, in which case a member would have ten business days to respond. 29 19 Proposed NASD Rule 2231(b)(5)(A); *cf.* MSRB Rule G-15(a)(i)(C)(2)(e) (must disclose “the basis on which interest is paid,” if the security pays interest on other than a semi-annual basis). 20 Proposed NASD Rule 2231(b)(5)(A). 21 Proposed NASD Rule 2231(b)(5)(B); *cf.* SEC Rule 10b-10(a)(5) (must disclose yield to maturity); SEC Rule 10b-10(a)(6) (must disclose yield to maturity, type of call, call date and call price); MSRB Rule G-15(a)(i)(C)(2)(a) (must disclose if securities are callable, if callable through any means prior to maturity, must disclose date and price of next pricing call, and must disclose other call features, or in certain cases, provide notice that other call features exist and additional information will be provided upon request). 22 Proposed NASD Rule 2231(b)(5)(B). 23 *Id.* 24 *Id.* 25 Proposed NASD Rule 2231(b)(5)(C). The additional information required to be provided upon written request would be:
(i)*The* amount of the next interest payment based on the current coupon rate,
(ii)a statement that this amount will change if the coupon rate changes,
(iii)how often the coupon rate may be recalculated,
(iv)an explanation of the event(s) that may trigger the recalculation, and
(v)the formula for recalculating such coupon rate. *Id.* ; *cf.* MSRB Rule G-15(a)(i)(D)(2) (for municipal collateralized mortgage obligations, must include a statement that the actual yield of such security may vary according to certain variables and a statement that information concerning the factors that affect yield will be furnished upon written request); MSRB Rule G-15(a)(i)(C)(2)(a) (for callable securities if there are any call features in addition to the next pricing call, must provide a statement that “additional call features exist that may affect yield; complete information will be provided upon request”). FINRA also notes that in registered offerings much of this information would be set forth in the prospectus and the indenture concerning the debt security, which would be publicly available to investors. 26 Proposed NASD Rule 2231(b)(5)(C); *cf.* SEC Rule 10b-10(a)(4) (for transactions in debt securities subject to redemption, must provide “a statement to the effect that such debt security may be redeemed in whole or in part before maturity, that such redemption could affect the yield represented and the fact that additional information is available upon request* * *”); SEC Rule 10b-10(a)(7) (for transactions in certain asset-backed securities, must disclose that the actual yield may vary depending upon certain factors and that additional information is available upon request). 27 Proposed NASD Rule 2231(b)(5)(D); *cf.* SEC Rule 10b-10(a)(6) (for debt security transactions effected on the basis of yield, must disclose the “dollar price calculated from the yield at which the transaction was affected”); MSRB Rule G-15(a)(i)(A)(5)(a)(ii) (“dollar price shall be computed”). This disclosure is intended to provide investors with an easily understood figure reflecting information similar to that considered by many institutional investors who consider a security's compound accreted value (“CAV”) when investing in certain bonds. CAV is, as of a particular date, a computation of the aggregate of a security's principal and interest. 28 *See* proposed NASD Rule 2231(b)(5)(A)-(C) and proposed NASD Rule 2340(e)(1). 29 *See* proposed NASD Rule 2231(b)(5)(A)-(C) and proposed NASD Rule 2340(e)(3). Proposed Disclosure Document A member that has provided a customer disclosure under proposed NASD Rule 2231 during the period since it last sent an account statement to its customer also would be required to notify that customer of the location and availability of a FINRA-authored disclosure document that discusses investing in bonds, titled “Important Information You Need to Know About Investing in Bonds.” 30 30 Proposed NASD Rule 2340(e). The proposed rule change would redesignate current NASD Rule 2340(e), which governs FINRA's exemptive authority with respect to its customer account statement rule, as NASD Rule 2340(f).The proposed disclosure document describes various types of corporate bonds and their common features or provisions ( *e.g.* , coupon rate, face value, and maturity), as well as risks investors should consider before investing in debt securities, such as interest rate risk, call and reinvestment risk, refunding risk (and sinking fund provisions), and default and credit risk (including the differences between subordinated and non-subordinated debt). The document also addresses other topics, including bond pricing, the relationship between price and yield, and the difference between a bond's yield to maturity and its yield to call. FINRA believes the disclosure document should aid investors in determining whether a bond is an appropriate investment given the investor's investment objectives. Members would be permitted to provide customers with the FINRA internet web site address where this disclosure document is located, or the member's own internet web site address, provided that this disclosure document, or an internet hyperlink directly thereto, is easily accessible from the internet address that is provided to customers. Members would be required to provide a paper copy of this disclosure document upon request, but would be permitted to provide this disclosure document in electronic form ( *e.g.* , as an attachment to an e-mail) if the customer requests that it be delivered in electronic form. Effective Date FINRA would announce the effective date of the proposed rule change in a *Regulatory Notice* to be published no later than 60 days following Commission approval. As proposed, the effective date would not be later than nine months following publication of the *Regulatory Notice* announcing Commission approval. 2. Statutory Basis FINRA believes that the proposed rule change is consistent with the provisions of Section 15A of the Act in general, and Section 15A(b)(6) of the Act 31 in particular, which requires, among other things, that FINRA's rules must be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to and to perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest. FINRA believes that the proposed rule change is consistent with these requirements in that it would provide investors with information with which they might better assess the quality of their executions in debt securities transactions, the fees charged, and whether the security purchased fits their investment goals. 31 15 U.S.C. 78o-3(b)(6) B. Self-Regulatory Organization's Statement on Burden on Competition FINRA does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others FINRA's statement on comments received from members, participants, or others is set forth in Exhibit 1a to Amendment No. 1 to SR-NASD-2005-100. At the Commission staff's request, FINRA staff has agreed to extend the comment period for the proposed rule change from 21 days to 45 days from its publication in the **Federal Register** . 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 the self-regulatory organization consents, the Commission will:
(A)By order approve such proposed rule change, or
(B)Institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-NASD-2005-100 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NASD-2005-100. 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 FINRA. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NASD-2005-100 and should be submitted on or before December 3, 2007. 32 32 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 32 Nancy M. Morris, Secretary. [FR Doc. E7-20601 Filed 10-18-07; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-56656; File No. SR-NYSEArca-2007-94] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change and Amendment No. 1 Thereto To Eliminate Position and Exercise Limits for Options on the Russell 2000 Index, and To Specify That Certain Reduced-Value Options on Broad-Based Security Indexes Have No Position and Exercise Limits October 12, 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, NYSE Arca, Inc. (“NYSE Arca” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been substantially prepared by NYSE Arca. On October 1, 2007, NYSE Arca submitted Amendment No. 1 to the proposed rule change. The Exchange has filed the proposal as a “non-controversial” rule change pursuant to Section 19(b)(3)(A) of the Act 3 and Rule 19b-4(f)(6) thereunder, 4 which renders it effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A). 4 17 CFR 240.19b-4(f)(6). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change NYSE Arca proposes to amend its rules to eliminate the position and exercise limits for options on the Russell 2000 Index (“RUT”), and to specify that reduced-value options on broad-based security indexes for which full-value options have no position and exercise limits will similarly have no position and exercise limits. The text of the proposed rule change is available at NYSE Arca, the Commission's Public Reference Room, and *http://www.nysearca.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, NYSE Arca 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. NYSE Arca 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 NYSE Arca proposes to amend Rules 5.15(a) and 5.17(a)(13) in order to:
(1)Eliminate position and exercise limits for options on RUT, a multiply listed and heavily traded broad-based security index; and
(2)specify that reduced-value options on broad-based security indexes for which full-value options have no position limits will similarly have no position limits. *Eliminate Position and Exercise Limits for RUT Options* NYSE Arca presently trades options on one broad-based index, RUT. However, the Exchange believes that the circumstances and considerations that the Commission relied upon in approving the elimination of position and exercise limits for another heavily traded broad-based index options ( *e.g.* , NASDAQ-100 Index (“NDX”), listed on the Chicago Board Options Exchange (“CBOE”)) 5 equally apply to NYSE Arca's proposal to eliminate position and exercise limits for options on RUT. In addition, the Commission recently approved similar proposals by CBOE and the American Stock Exchange LLC (“Amex”) to eliminate position and exercise limits for RUT options. 6 5 *See* Securities Exchange Act Release No. 52650 (October 21, 2005), 70 FR 62147 (October 28, 2005) (SR-CBOE-2005-41) (“NDX Approval Order”). 6 *See* Securities Exchange Act Release Nos. 56351 (September 4, 2007), 72 FR 51875 (September 11, 2007) (SR-Amex-2007-81); and 56350 (September 4, 2007), 72 FR 51878 (September 11, 2007) (SR-CBOE-2007-79) (collectively, “RUT Approval Orders”). In approving the elimination of position and exercise limits for NDX options on CBOE, the Commission considered the capitalization of this index and the deep and liquid markets for the securities underlying the index that significantly reduced the concerns of market manipulation or disruption in the underlying markets. 7 The Commission also noted the active trading volume for options on the index. The Exchange believes that RUT shares these factors in common with NDX. As of July 31, 2007, the approximate market capitalization of NDX was $2.28 trillion, the average daily trading volume (“ADTV”) for the component of NDX was 572 million shares and the ADTV for options on NDX was approximately 64,000 contracts per day. NYSE Arca believes that RUT has comparable characteristics. The market capitalization for RUT is $1.73 trillion, the ADTV for the underlying securities is 535 million shares, and the ADTV for the option is approximately 79,000 contracts. 7 *See* NDX Approval Order, supra note 5. In approving the elimination of position and exercise limits for NDX, the Commission also noted that financial requirements imposed by the options exchanges and the Commission serve to address concerns that an exchange member, an Options Trading Permit (“OTP”) Holder 8 in the case of NYSE Arca, or its customer, may try to maintain an inordinately large unhedged position in NDX options. These same financial requirements also apply to RUT options. Under NYSE Arca rules, the Exchange also has the authority to impose additional margin upon accounts maintaining underhedged positions, and is further able to monitor accounts to determine when such action is warranted. As noted in the Exchange's rules, the clearing firm carrying such an account would be subject to capital charges under Rule 15c3-1 under the Act 9 to the extent of any resulting margin deficiency. 10 8 OTP Holder is defined in NYSE Arca Rule 1.1(q). OTP Holders have the status of a “member” of the Exchange as that term is defined in Section 3 of the Act. *See* 15 U.S.C. 78c. 9 17 CFR 240.15c3-1. 10 *See* NYSE Arca Rule 5.17(a)(14). In approving the elimination of position and exercise limits for NDX, the Commission relied heavily on CBOE's ability to provide surveillance and reporting safeguards to detect and deter trading abuses arising from the elimination of position and exercise limits on the index. NYSE Arca represents that the current Exchange surveillance procedures are adequate to continue monitoring RUT options, once the position and exercise limits are eliminated. In addition, the Exchange intends to impose a reporting requirement on NYSE Arca OTP Holders and OTP Firms (other than NYSE Arca market-makers) that trade RUT options. This reporting requirement would require OTP Holders and OTP Firms who maintain in excess of 100,000 RUT option contracts on the same side of the market, for their own accounts or for the account of customers, to report information as to whether the positions are hedged and provide documentation as to how such contracts are hedged, in a manner and form required by the Exchange's Options Surveillance Department. The Exchange would take prompt action, including timely communication with the Commission and other marketplace self-regulatory organizations responsible for oversight of trading in component stocks, should any unanticipated adverse market effects develop. 11 The Exchange may also specify other reporting requirements, as well as the limit at which the reporting requirement may be triggered. 11 Telephone conversation between Andrew Stevens, Assistant General Counsel, NYSE Arca, and Theodore S. Venuti, Special Counsel, Division of Market Regulation, Commission, on October 12, 2007. The Exchange believes that eliminating position and exercise limits for RUT options is consistent with approved rules relating to similar broad-based index products currently trading on other exchanges. The Exchange believes that eliminating the position and exercise limits for options on RUT will allow NYSE Arca OTP Holders and OTP Firms greater hedging and investment opportunities. *Elimination of Position Limits for reduced value Options on Broad-Based Indexes for which there are not Position and Exercise Limits for Full Value Options* The Exchange may list and trade reduced-value options on broad-based indexes for which the Exchange also lists and trades full-value options. 12 The Exchange proposes to amend Rule 5.15(a) to state that reduced-value options on broad-based security indexes for which full value options have no position and exercise limits will similarly have no position and exercise limits. 12 NYSE Arca does not presently list or trade reduced-value options. 2. Statutory Basis The Exchange believes 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 promote just and equitable principles of trade, to prevent fraudulent and manipulative acts and practices, 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 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 Written comments on the proposed rule change were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the forgoing rule change does not:
(1)Significantly affect the protection of investors or the public interest;
(2)impose any significant burden on competition; and
(3)become operative for 30 days after the date of this filing, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act 15 and Rule 19b-4(f)(6) thereunder. 16 15 15 U.S.C. 78s(b)(3)(A). 16 17 CFR 240.19b-4(f)(6). A proposed rule change filed under 19b-4(f)(6) normally may not become operative prior to 30 days after the date of filing. 17 However, Rule 19b-4(f)(6)(iii) 18 permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has requested that the Commission waive the 30-day operative delay. The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest because such waiver will allow NYSE Arca members and their customers greater hedging and investment opportunities in RUT options without further delay. The Commission notes that it recently approved substantially similar proposals filed by Amex and CBOE. 19 The Commission believes that NYSE Arca's proposal to eliminate position and exercise limits for RUT options raises no new issues. For these reasons, the Commission designates the proposed rule change to be operative upon filing with the Commission. 20 17 CFR 240.19b-4(f)(6)(iii). In addition, Rule 19b-4(f)(6)(iii) requires that a self-regulatory organization submit to the Commission written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has requested the Commission to waive this five-day pre-filing notice requirement. The Commission hereby grants this request. 18 *Id.* 19 *See* RUT Approval Orders, *supra* note 6. 20 For the purposes only of waiving the 30-day operative delay, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). At any time within 60 days of the filing of such proposed rule change the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors or otherwise in furtherance of the purposes of the Act. 21 21 15 U.S.C. 78s(b)(3)(C). For purposes of calculating the 60-day period within which the Commission may summarily abrogate the proposal, the Commission considers the period to commence on October 1, 2007, the date on which the Exchange submitted Amendment No. 1. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov* . Please include File Number SR-NYSEArca-2007-94 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSEArca-2007-94. 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 NYSE Arca. 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-2007-94 and should be submitted on or before November 9, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 22 22 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-20587 Filed 10-18-07; 8:45 am] BILLING CODE 8011-01-P DEPARTMENT OF STATE [Public Notice 5912] Industry Advisory Panel: Notice of Charter Renewal The Assistant Secretary for Management has approved the renewal of the charter for the Industry Advisory Panel of Overseas Buildings Operations for an additional two-year period. The panel meets quarterly in the Harry S. Truman Building, U.S. Department of State, located at 2201 C Street, NW. (entrance on 23rd Street), Washington, DC. The majority of each meeting is devoted to an exchange of ideas between the Department's Bureau of Overseas Building Operations' senior management and the panel members, on design, operations, and building maintenance. The meetings are open to the public and are subject to advance registration and provision of required security information. Procedures for registration are included with each meeting announcement, no later than fifteen business days before each meeting. If you have any questions, please contact Andrea Walk at *walkam@state.gov* or on
(703)516-1544. Dated: October 2, 2007. Charles E. Williams, Director and Chief Operating Officer Overseas Buildings Operations, Department of State . [FR Doc. E7-20641 Filed 10-18-07; 8:45 am] BILLING CODE 4710-24-P DEPARTMENT OF STATE [Public Notice 5911] Overseas Security Advisory Council
(OSAC)Meeting Notice; Closed Meeting The Department of State announces a meeting of the U.S. State Department—Overseas Security Advisory Council on November 13, 2007 at the U.S. Department of State, Washington, DC. Pursuant to Section 10(d) of the Federal Advisory Committee Act and 5 U.S.C. 552b(c)(4) and 5 U.S.C. 552b(c)(7)(E), it has been determined that the meeting will be closed to the public. The meeting will focus on an examination of corporate security policies and procedures and will involve extensive discussion of proprietary commercial information that is considered privileged and confidential, and will discuss law enforcement investigative techniques and procedures. The agenda will include updated committee reports, a global threat overview, and other matters relating to private sector security policies and protective programs and the protection of U.S. business information overseas. For more information, contact Marsha Thurman, Overseas Security Advisory Council, Department of State, Washington, DC 20522-2008, phone: 571-345-2214. Dated: October 4, 2007. Gregory B. Starr, Director of the Diplomatic Security Service, Department of State. [FR Doc. E7-20640 Filed 10-18-07; 8:45 am] BILLING CODE 4710-43-P DEPARTMENT OF STATE [Public Notice 5962] U.S. Department of State Advisory Committee on Private International Law: Study Group on Consumer Protection One of the goals of the Organization of American States is to harmonize private international law through Inter-American Specialized Conferences on Private International Law (CIDIP). Currently states are drafting instruments for “CIDIP-VII,” which will focus inter alia on consumer protection. States are currently reviewing a draft Brazilian treaty on choice of law, a Canadian draft model law on choice of law and jurisdiction, and a U.S. proposal for a model law on the availability of consumer dispute resolution and redress. OAS member states discussed the three proposals at an initial meeting held in Porto Alegre, Brazil in December 2006. No dates have been set for future meetings, but the views of participating states have been requested. The Department of State Advisory Committee on Private International Law (ACPIL) will hold a public meeting to review the results of the Porto Alegre meeting and to obtain views on the three proposals with regard to consumer protection. *Time:* The public meeting will take place at the Department of State, Office of Private International Law, 2430 E Street, NW., Washington, DC on Wednesday October 31, 2007 from 10 a.m. to 3 p.m. EST. If you are unable to attend the public meeting and you would like to participate by teleconferencing, please contact Trisha Smeltzer to receive the conference call in number and the relevant materials (the Brazilian proposal for a treaty on choice of law, the Canadian proposal for a model law on jurisdiction and choice of law, and the U.S. proposal for a model law on the availability of consumer dispute resolution and redress.) *Public Participation:* Advisory Committee Study Group meetings are open to the public. Persons wishing to attend should contact Trisha Smeltzer at *smeltzertk@state.gov* or at 202-776-8423 and provide your name, mailing address, e-mail address, and affiliation(s) no later than October 29th. Since access to the building is controlled, clearance for admission to the meeting will be needed. Additional meeting information can also be obtained from Ms. Smeltzer. Persons who cannot attend but who wish to comment on any of the proposals are welcome to do so by e-mail to Michael Dennis at *DennisMJ@state.gov.* Dated: October 12, 2007. David Stewart, Attorney-Adviser, Office of the Legal Advisor, Office of Private International Law, Department of State. [FR Doc. E7-20647 Filed 10-18-07; 8:45 am] BILLING CODE 4710-08-P DEPARTMENT OF STATE [Public Notice 5961] Department of State Performance Review Board Members (for Non-career Senior Executive Employees) In accordance with section 4314(c)(4) of the Civil Service Reform Act of 1978 (Pub. L. 95-454), the Executive Resources Board of the Department of State has appointed the following individuals to the Department of State Performance Review Board (for Non-career Senior Executive Employees): Carrie B. Cabelka, Under Secretary for Management, White House Liaison, Department of State; Brian F. Gunderson, Chief of Staff, Office of the Secretary, Department of State. Dated: October 9, 2007. Harry K. Thomas, Director General of the Foreign Service and Director of Human Resources, Department of State. [FR Doc. E7-20643 Filed 10-18-07; 8:45 am] BILLING CODE 4710-15-P DEPARTMENT OF TRANSPORTATION Federal Aviation Administration [Summary Notice No. PE-2007-37] Petitions for Exemption; Summary of Petitions Received AGENCY: Federal Aviation Administration (FAA), DOT. ACTION: Notice of petitions for exemption received. SUMMARY: This notice contains a summary of certain petitions seeking relief from specified requirements of 14 CFR. The purpose of this notice is to improve the public's awareness of, and participation in, this aspect of FAA's regulatory activities. Neither publication of this notice nor the inclusion or omission of information in the summary is intended to affect the legal status of any petition or its final disposition. DATES: Comments on petitions received must identify the petition docket number involved and must be received on or before November 8, 2007. ADDRESSES: You may send comments identified by Docket Number FAA-2007-29191 using any of the following methods: • Government-wide rulemaking Web site: Go to *http://www.regulations.gov* and follow the instructions for sending your comments electronically. • Mail: Send comments to the Docket Management Facility; U.S. Department of Transportation, 1200 New Jersey Avenue, SE., West Building Ground Floor, Room W12-140, Washington, DC 20590. • Fax: Fax comments to the Docket Management Facility at 202-493-2251. • Hand Delivery: Bring comments to the Docket Management Facility in Room W12-140 of the West Building Ground Floor at 1200 New Jersey Avenue, SE., Washington, DC, between 9 a.m. and 5 p.m., Monday through Friday, except Federal holidays. • Docket: To read background documents or comments received, go to *http://www.regulations.gov* at any time or to the Docket Management Facility in Room W12-140 of the West Building Ground Floor at 1200 New Jersey Avenue, SE., Washington, DC, between 9 a.m. and 5 p.m., Monday through Friday, except Federal holidays. SUPPLEMENTARY INFORMATION: We will post all comments we receive, without change, to *http://www.regulations.gov,* including any personal information you provide. Using the search function of our docket Web site, anyone can find and read the comments received into any of our dockets, including the name of the individual sending the comment (or signing the comment for an association, business, labor union, etc.). You may review DOT's complete Privacy Act Statement in the **Federal Register** published on April 11, 2000 (65 FR 19477-78). FOR FURTHER INFORMATION CONTACT: Tyneka Thomas
(202)267-7626 or Frances Shaver
(202)267-9681, Office of Rulemaking, Federal Aviation Administration, 800 Independence Avenue, SW., Washington, DC 20591. This notice is published pursuant to 14 CFR 11.85. Issued in Washington, DC, on October 12, 2007. Eve Adams, Acting Director, Office of Rulemaking. Petitions for Exemption *Docket No.:* FAA-2007-29191. *Petitioner:* Marpat Aviation, LLC. *Section of 14 CFR Affected:* 14 CFR 141.39(b). *Description of Relief Sought:* To allow Marpat Aviation to utilize their HU-1B, certificated in restricted category, for the purpose of conducting training under a part 141, appendix K, paragraph 7. [FR Doc. E7-20661 Filed 10-18-07; 8:45 am] BILLING CODE 4910-13-P DEPARTMENT OF TRANSPORTATION Federal Motor Carrier Safety Administration [FMCSA Docket No. FMCSA-2007-28536] Qualification of Drivers; Exemption Applications; Diabetes AGENCY: Federal Motor Carrier Safety Administration (FMCSA), DOT ACTION: Notice of final disposition. SUMMARY: FMCSA announces its decision to exempt seventeen individuals from its rule prohibiting persons with insulin-treated diabetes mellitus
(ITDM)from operating commercial motor vehicles
(CMVs)in interstate commerce. The exemptions will enable these individuals to operate CMVs in interstate commerce. DATES: The exemptions are effective October 19, 2007. The exemptions expire on October 19, 2009. FOR FURTHER INFORMATION CONTACT: Dr. Mary D. Gunnels, Chief, Physical Qualifications Division,
(202)366-4001, *fmcsamedical@dot.gov* , FMCSA, Room W64-224, Department of Transportation, 1200 New Jersey Avenue, SE., Washington, DC 20590-0001. Office hours are from 8:30 a.m. to 5 p.m., Monday through Friday, except Federal holidays. SUPPLEMENTARY INFORMATION: Electronic Access You may see all the comments online through the Federal Document Management System
(FDMS)at: *http://www.regulations.gov.* *Docket:* For access to the docket to read background documents or comments, go to *http://www.regulations.gov* and/or Room W12-140 on the ground level of the West Building, 1200 New Jersey Avenue, SE., Washington, DC, between 9 a.m. and 5 p.m., Monday through Friday, except Federal holidays. *Privacy Act:* Anyone may search the electronic form of all comments received into any of DOT's dockets by the name of the individual submitting the comment (or of the person signing the comment, if submitted on behalf of an association, business, labor union, or other entity). You may review DOT's complete Privacy Act Statement in the **Federal Register** (65 FR 19477, Apr. 11, 2000). This statement is also available at *http://DocketInfo.dot.gov.* Background On August 31, 2007, FMCSA published a notice of receipt of Federal diabetes exemption applications from eighteen individuals, and requested comments from the public (72 FR 50443). The public comment period closed on October 1, 2007, and no comments were received. FMCSA has evaluated the eligibility of the eighteen applicants and determined that granting the exemptions to seventeen of these individuals would achieve a level of safety equivalent to, or greater than, the level that would be achieved by complying with the current regulation, 49 CFR 391.41(b)(3). FMCSA is awaiting additional medical information regarding Mr. Ronald C. Vertucci, Jr. from his physician prior to issuing a final decision on his exemption application. Diabetes Mellitus and Driving Experience of the Applicants The Agency established the current standard for diabetes in 1970 because several risk studies indicated that diabetic drivers had a higher rate of crash involvement than the general population. The diabetes rule provides that “A person is physically qualified to drive a commercial motor vehicle if that person has no established medical history or clinical diagnosis of diabetes mellitus currently requiring insulin for control” (49 CFR 391.41(b)(3)). FMCSA established its diabetes exemption program, based on the Agency's July 2000 study entitled “A Report to Congress on the Feasibility of a Program to Qualify Individuals with Insulin-Treated Diabetes Mellitus to Operate in Interstate Commerce as Directed by the Transportation Act for the 21st Century.” The report concluded that a safe and practicable protocol to allow some drivers with ITDM to operate CMVs is feasible. The 2003 notice in conjunction with the November 8, 2005 (70 FR 67777) **Federal Register** Notice provides the current protocol for allowing such drivers to operate CMVs in interstate commerce. These eighteen applicants have had ITDM over a range of 1 to 37 years. These applicants report no hypoglycemic reaction that resulted in loss of consciousness or seizure, that required the assistance of another person, or resulted in impaired cognitive function without warning symptoms in the past 5 years (with one year of stability following any such episode). In each case, an endocrinologist has verified that the driver has demonstrated willingness to properly monitor and manage their diabetes, received education related to diabetes management, and is on a stable insulin regimen. These drivers report no other disqualifying conditions, including diabetes-related complications. The qualifications and medical condition of each applicant were stated and discussed in detail in the August 31, 2007, **Federal Register** Notice (72 FR 50443). Therefore, they will not be repeated in this notice. Basis for Exemption Determination Under 49 U.S.C. 31136(e) and 31315, FMCSA may grant an exemption from the diabetes standard in 49 CFR 391.41(b)(3) if the exemption is likely to achieve an equivalent or greater level of safety than would be achieved without the exemption. The exemption allows the applicants to operate CMVs in interstate commerce. To evaluate the effect of these exemptions on safety, FMCSA considered medical reports about the applicants' ITDM and vision, and reviewed the treating endocrinologist's medical opinion related to the ability of the driver to safely operate a CMV while using insulin. Consequently, FMCSA finds that exempting these applicants from the diabetes standard in 49 CFR 391.41(b)(3) is likely to achieve a level of safety equal to that existing without the exemption. Conditions and Requirements The terms and conditions of the exemption will be provided to the applicants in the exemption document and they include the following:
(1)That each individual submit a quarterly monitoring checklist completed by the treating endocrinologist as well as an annual checklist with a comprehensive medical evaluation;
(2)that each individual reports within 2 business days of occurrence, all episodes of severe hypoglycemia, significant complications, or inability to manage diabetes; also, any involvement in an accident or any other adverse event in a CMV or personal vehicle, whether or not they are related to an episode of hypoglycemia;
(3)that each individual provide a copy of the ophthalmologist's or optometrist's report to the medical examiner at the time of the annual medical examination; and
(4)that each individual provide a copy of the annual medical certification to the employer for retention in the driver's qualification file, or keep a copy in his/her driver's qualification file if he/she is self-employed. The driver must also have a copy of the certification when driving, for presentation to a duly authorized Federal, State, or local enforcement official. Discussion of Comments FMCSA received no comments in this proceeding. Conclusion There were no comments to the docket, therefore, based upon its evaluation of the eighteen exemption applications, FMCSA exempts, Stephen B. Atkinson, Thomas G. Blatchley, Jr., George T. Brawner, Anthony J. Clark, Jim E. Chester, Brian S. Fenley, Carroll D. Fetcher, James R. Hudson, Gaines E. Mathis, Thomas F. Meade, Jerry D. Schoolman, Michael Shuler, Kenneth G. Steinkamp, Mark T. Swanberg, Chad L. Udy, Jeffrey S. Volkman, and Kendall H. Wilson from the ITDM standard in 49 CFR 391.41(b)(3), subject to the conditions listed under “Conditions and Requirements” above. In accordance with 49 U.S.C. 31136(e) and 31315 each exemption will be valid for two years unless revoked earlier by FMCSA. The exemption will be revoked if:
(1)The person fails to comply with the terms and conditions of the exemption;
(2)the exemption has resulted in a lower level of safety than was maintained before it was granted; or
(3)continuation of the exemption would not be consistent with the goals and objectives of 49 U.S.C. 31136(e) and 31315. If the exemption is still effective at the end of the 2-year period, the person may apply to FMCSA for a renewal under procedures in effect at that time. Issued on: October 15, 2007. Larry W. Minor, Associate Administrator for Policy and Program Development. [FR Doc. E7-20651 Filed 10-18-07; 8:45 am] BILLING CODE 4910-EX-P DEPARTMENT OF TRANSPORTATION Saint Lawrence Seaway Development Corporation Advisory Board; Notice of Meeting Pursuant to Section 10(a)(2) of the Federal Advisory Committee Act (Pub. L. 92-463; 5 U.S.C. App. I), notice is hereby given of a meeting of the Advisory Board of the Saint Lawrence Seaway Development Corporation (SLSDC), to be held from 10 a.m. to 11:30 a.m.
(EST)on Thursday, November 15, 2007, at the Corporation's Administration Headquarters, Suite W32-300, 1200 New Jersey Avenue, SE., Washington, DC, via conference call. The agenda for this meeting will be as follows: Opening Remarks; Consideration of Minutes of Past Meeting; Quarterly Report; Old and New Business; Closing Discussion; Adjournment. Attendance at the meeting is open to the interested public but limited to the space available. With the approval of the Administrator, members of the public may present oral statements at the meeting. Persons wishing further information should contact, not later than November 9, 2007, Anita K. Blackman, Chief of Staff, Saint Lawrence Seaway Development Corporation, Suite W32-300, 1200 New Jersey Avenue, SE., Washington, DC 20590; 202-366-0091. Any member of the public may present a written statement to the Advisory Board at any time. Issued at Washington, DC, on October 15, 2007. Collister Johnson, Jr., Administrator. [FR Doc. E7-20645 Filed 10-18-07; 8:45 am] BILLING CODE 4910-61-P DEPARTMENT OF THE TREASURY United States Mint Notification of American Buffalo Gold Proof Coin and American Eagle Gold Proof and Uncirculated Coin Price Increases *Summary:* The United States Mint is adjusting prices for its American Buffalo Gold Proof Coin and American Eagle Gold Proof and Uncirculated Coins. Pursuant to the authority that 31 U.S.C. 5111(a) and 5112(A)(7-11), &
(q)grant the Secretary of the Treasury to mint and issue gold coins, and to prepare and distribute numismatic items, the United States Mint produces and issues 2007 American Buffalo Gold Proof Coins in a one-ounce version and American Eagle Gold Proof and Uncirculated Coins in four denominations with the following weights: One-ounce, one-half ounce, one-quarter ounce, and one-tenth ounce. The United States Mint also produces American Eagle Proof and Uncirculated four-coin sets that contain one coin of each denomination. In accordance with 31 U.S.C. 9701(b)(2)(B), the United States Mint is changing the price of these coins to reflect the increase in value of the underlying precious metal content of the coins—the result of increases in the market price of gold. Accordingly, effective October 12, 2007, the United States Mint will commence selling the following 2007 American Eagle Proof and Uncirculated Gold Coins and the 2007 American Buffalo Gold Proof Coin according to the following price schedule: Description Price American Buffalo Gold Proof Coins: One-ounce proof buffalo coin $899.95 American Eagle Gold Proof Coins: One-ounce gold coin Sold Out One-half ounce gold coin 459.95 One-quarter ounce gold coin 239.95 One-tenth ounce gold coin 116.95 Four-coin gold set 1,695.95 American Eagle Gold Uncirculated Coins: One-ounce gold coin 831.95 One-half ounce gold coin 424.95 One-quarter ounce gold coin 219.95 One-tenth ounce gold coin 99.95 Four-coin gold set 1,559.95 *For Further Information Contact:* Gloria C. Eskridge, Associate Director for Sales and Marketing; United States Mint; 801 Ninth Street, NW.; Washington , DC 20220; or call 202-354-7500. Authority: 31 U.S.C. 5111, 5112 & 9701 Dated: October 15, 2007. Edmund C. Moy, Director, United States Mint. [FR Doc. E7-20616 Filed 10-18-07; 8:45 am] BILLING CODE 4810-02-P DEPARTMENT OF THE TREASURY United States Mint Notification of Citizens Coinage Advisory Committee November 2007 Public Meeting *Summary:* Pursuant to United States Code, Title 31, section 5135(b)(8)(C), the United States Mint announces the Citizens Coinage Advisory Committee
(CCAC)public meeting scheduled for November 13, 2007. *Date:* November 13, 2007. *Time:* Public meeting time: 9 a.m. to 11 a.m. *Location:* United States Mint, 801 9th Street NW., Washington, DC 20220. *Subject:* Review candidate designs for the Abraham Lincoln Commemorative Coin, and other general business. Interested persons should call 202-354-7502 for the latest update on meeting time and room location. In accordance with 31 U.S.C. 5135, the CCAC: • Advises the Secretary of the Treasury on any theme or design proposals relating to circulating coinage, bullion coinage, Congressional Gold Medals, and national and other medals. • Advises the Secretary of the Treasury with regard to the events, persons, or places to be commemorated by the issuance of commemorative coins in each of the five calendar years succeeding the year in which a commemorative coin designation is made. • Makes recommendations with respect to the mintage level for any commemorative coin recommended. *For Further Information Contact:* Cliff Northup, United States Mint Liaison to the CCAC; 801 9th Street, NW.; Washington, DC 20220; or call 202-354-7200. Any member of the public interested in submitting matters for the CCAC's consideration is invited to submit them by fax to the following number: 202-756-6830. Authority: 31 U.S.C. 5135(b)(8)(C). Dated: October 12, 2007. Edmund C. Moy, Director, United States Mint. [FR Doc. E7-20615 Filed 10-18-07; 8:45 am] BILLING CODE 4810-02-P DEPARTMENT OF VETERANS AFFAIRS Clinical Science Research and Development Service Cooperative Studies Scientific Merit Review Board; Notice of Meeting The Department of Veterans Affairs
(VA)gives notice under Public Law 92-463 (Federal Advisory Committee Act) that a meeting of the Clinical Science Research and Development Service Cooperative Studies Scientific Merit Review Board will be held on December 12, 2007, at the Saint Gregory Hotel, 2033 M Street, NW., Washington, DC. The meeting is scheduled to begin at 8 a.m. and end at 5 p.m. The Board advises the Chief Research and Development Officer through the Director of the Clinical Science Research and Development Service on the relevance and feasibility of proposed projects and the scientific validity and propriety of technical details, including protection of human subjects. The session will be open to the public from 8 a.m. to 8:30 a.m. for the discussion of administrative matters and the general status of the program. The session will be closed from 8:30 a.m. to 5 p.m. for the Board's review of research and development applications. During the closed portion of the meeting, discussions and recommendations will deal with qualifications of personnel conducting the studies, staff and consultant critiques of research proposals and similar documents, and the medical records of patients who are study subjects, the disclosure of which would constitute a clearly unwarranted invasion of personal privacy. As provided by section 10(d) of Public Law 92-463, as amended, closing portions of this meeting is in accordance with 5 U.S.C. 552b(c)(6) and (c)(9)(B). Those who plan to attend should contact Dr. Grant Huang, Deputy Director, Cooperative Studies Program (125), Department of Veterans Affairs, 810 Vermont Avenue, NW., Washington, DC 20420, at
(202)254-0183. Dated: October 15, 2007. By Direction of the Secretary. E. Philip Riggin, Committee Management Officer. [FR Doc. 07-5162 Filed 10-18-07; 8:45 am]
Connectionstraces to 15
7 references not yet in our index
  • 10 CFR 55
  • Pub. L. 92-463
  • 17 CFR 240.19
  • 17 CFR 240.10
  • 17 CFR 240.15
  • Pub. L. 95-454
  • 49 CFR 391.41(b)(3)
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cites case law
Notices
Notice of availability
U.S.C.§ 5347
U.S.C.§ 552b
U.S.C.§ 78s
U.S.C.§ 78f
U.S.C.§ 552
C.F.R.§ 200.30-3
U.S.C.§ 19
U.S.C.§ 78o–3
U.S.C.§ 78c
Cite10 CFR 55
Pub. L.Pub. L. 92-463
Cite17 CFR 240.19
Cites 22 · showing 12Cited by 0 across 0 sources
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