Rules and Regulations. Notice of meetings

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BILLING CODE 7535-01-M THE NATIONAL FOUNDATION ON THE ARTS AND THE HUMANITIES Meetings of Humanities Panel AGENCY: The National Endowment for the Humanities. ACTION: Notice of meetings. SUMMARY: Pursuant to the provisions of the Federal Advisory Committee Act (Pub. L. 92-463, as amended), notice is hereby given that the following meetings of Humanities Panels will be held at the Old Post Office, 1100 Pennsylvania Avenue, NW., Washington, DC 20506. FOR FURTHER INFORMATION CONTACT: Heather C. Gottry, Acting Advisory Committee Management Officer, National Endowment for the Humanities, Washington, DC 20506; telephone

(202)606-8322. Hearing-impaired individuals are advised that information on this matter may be obtained by contacting the Endowment's TDD terminal on

(202)606-8282. SUPPLEMENTARY INFORMATION: The proposed meetings are for the purpose of panel review, discussion, evaluation and recommendation on applications for financial assistance under the National Foundation on the Arts and the Humanities Act of 1965, as amended, including discussion of information given in confidence to the agency by the grant applicants. Because the proposed meetings will consider information that is likely to disclose trade secrets and commercial or financial information obtained from a person and privileged or confidential and/or information of a personal nature the disclosure of which would constitute a clearly unwarranted invasion of personal privacy, pursuant to authority granted me by the Chairman's Delegation of Authority to Close Advisory Committee meetings, dated July 19, 1993, I have determined that these meetings will be closed to the public pursuant to subsections

(c)(4), and

(6)of section 552b of Title 5, United States Code. 1. *Date:* March 4, 2008. *Time:* 9 a.m. to 5 p.m. *Room:* 415. *Program:* This meeting will review applications for Stabilization 3 in Preservation and Access Grants for Stabilizing Humanities Collections, submitted to the Division of Preservation and Access, at the October 1, 2007 deadline. 2. *Date:* March 6, 2008. *Time:* 9 a.m. to 5 p.m. *Room:* 415. *Program:* This meeting will review applications for Stabilization 4 in Preservation and Access Grants for Stabilizing Humanities Collections, submitted to the Division of Preservation and Access, at the October 1, 2007 deadline. 3. *Date:* March 13, 2008. *Time:* 9 a.m. to 5 p.m. *Room:* 415. *Program:* This meeting will review applications for National Digital Newspaper Program

(NDNP)in National Digital Newspaper Program, submitted to the Division of Preservation and Access, at the November 1, 2007 deadline. 4. *Date:* March 13, 2008. *Time:* 9 a.m. to 5 p.m. *Room:* 315. *Program:* This meeting will review applications for Digital Humanities Workshops, submitted to the Division of Education Programs, at the January 17, 2008 deadline. 5. *Date:* March 21, 2008. *Time:* 1 p.m. to 5 p.m. *Room:* 415. *Program:* This meeting, which will be by teleconference, will review applications for America's Media Makers: Production and Development Grants Program, submitted to the Division of Public Programs, at the January 23, 2008 deadline. 6. *Date:* March 24, 2008. *Time:* 8:30 a.m. to 5:30 p.m. *Room:* 421. *Program:* This meeting will review applications for America's Historical and Cultural Organizations: Planning and Implementation Grants Program, submitted to the Division of Public Programs, at the January 23, 2008 deadline. Heather C. Gottry, Acting Advisory Committee Management Officer. [FR Doc. E8-3049 Filed 2-15-08; 8:45 am] BILLING CODE 7536-01-P NATIONAL SCIENCE FOUNDATION Committee Management; Notice of Establishment The Director of the National Science Foundation has determined that the establishment of the Proposal Review Panel for Emerging Frontiers in Research and Innovation necessary and in the public interest in connection with the performance of duties imposed upon the National Science Foundation (NSF), by 42 U.S.C. 1861, *et seq.* This determination follows consultation with the Committee Management Secretariat, General Services Administration. *Name of Committee:* Proposal Review Panel for Emerging Frontiers in Research and Innovation (#34558). *Purpose:* advise the National Science Foundation on the merit of proposals of proposals requesting financial support for research and research-related activities under the purview of the Office of Emerging Frontiers in Research and Innovation located in the Directorate of Engineering. *Responsible NSF Official:* Sohi Rastegar, Office Director, Emerging Frontiers in Research and Innovation, National Science Foundation, 4201 Wilson Boulevard, Arlington, VA 22230. Telephone: 703/292-8305. Dated: February 13, 2008. Susanne Bolton, Committee Management Officer. [FR Doc. E8-2988 Filed 2-15-08; 8:45 am] BILLING CODE 7555-01-P NATIONAL SCIENCE FOUNDATION Proposal Review; Notice of Meetings In accordance with the Federal Advisory Committee Act (Pub. L. 92-463, as amended), the National Science Foundation

(NSF)announces its intent to hold proposal review meetings throughout the year. The purpose of these meetings is to provide advice and recommendations concerning proposals submitted to the NSF for financial support. The agenda for each of these meetings is to review and evaluate proposals as part of the selection process for awards. The review and evaluation may also include assessment of the progress of awarded proposals. The majority of these meetings will take place at NSF, 4201 Wilson Blvd., Arlington, Virginia 22230. These meetings will be closed to the public. The proposals being reviewed include information of a proprietary or confidential nature, including technical information; financial data, such as salaries; and personal information concerning individuals associated with the proposals. These matters are exempt under 5 U.S.C. 552b(c),

(4)and

(6)of the Government in the Sunshine Act. NSF will continue to review the agenda and merits of each meeting for overall compliance of the Federal Advisory Committee Act. These closed proposal review meetings will no longer be announced on an individual basis in the **Federal Register** . NSF intends to publish a notice similar to this on a quarterly basis. For an advance listing of the closed proposal review meetings that include the names of the proposal review panel and the time, date, place, and any information on changes, corrections, or cancellations, please visit the NSF Web site: *http://www.nsf.gov/events/advisory.jsp.* This information may also be requested by telephoning 703/292-8182. Dated: February 13, 2008. Susanne Bolton, Committee Management Officer. [FR Doc. E8-2987 Filed 2-15-08; 8:45 am] BILLING CODE 7555-01-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 a meeting of the Federal Prevailing Rate Advisory Committee will be held on Thursday, March 20, 2008. The meeting 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. This scheduled meeting will start in open session with both labor and management representatives attending. During the meeting 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 the 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: February 11, 2008. Charles E. Brooks, Chairman, Federal Prevailing Rate Advisory Committee. [FR Doc. E8-2963 Filed 2-15-08; 8:45 am] BILLING CODE 6325-49-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-57311; File No. SR-NSX-2008-03] Self-Regulatory Organizations; National Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to the Creation of a Zero Display Reserve Order With a Pegging Option February 12, 2008. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on February 5, 2008, the National Stock Exchange, Inc. (“NSX” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been substantially prepared by the Exchange. The Exchange has designated the proposed rule change as “non-controversial” under Section 19(b)(3)(A)(iii) 3 of the Act and Rule 19b-4(f)(6) thereunder, 4 which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A)(iii). 4 17 CFR 240.19b-4(f)(6). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange is proposing to amend its rules in order to establish a Zero Display Reserve Order type (“Zero Display Order”). The Zero Display Order may have a pegged order option. The text of the proposed rule changes is available on the Exchange's Web site *(http://www.nsx.com),* at the principal office of 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. 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 type of Reserve Order, the Zero Display Order, to those currently permitted under its Rules. Currently, Reserve Orders must consist of a displayed quantity and a reserve quantity. The Zero Display Order will allow Users to designate the entire quantity of an order as reserve, with zero display quantity. Zero Display Orders will be accessed from the Exchange using a priority system that the Exchange believes best balances the advantages of a Zero Display Order with those of other Reserve Orders and displayed orders. Under the Exchange's methodology, the display quantity of orders will first be exhausted according to price priority and time priority. Next, the reserve quantity of each order will be exhausted in rounds according to price and then time priority, with the reserve quantity of each order accessed according to its original display amount in each round. Zero Display Orders will be assumed to have a displayed quantity of one round lot for purposes of the process described in the preceding sentence. Zero Display Orders will not be eligible to be routed away to another market center. For the purposes of demonstrating this methodology, consider the following examples: NSX Book at Beginning Book ETP Holder Display Reserve T1 100 1000 T2 0 1000 T3 500 500 T4 100 100 T5 0 500 Trade 1: Contra Order for 100 Trade 1 comes in with a contra order of 100 shares. Going through the process, the Exchange's system will look to all displayed orders first and match the contra order with the first order in time reflected in its book. Thus, the contra order would be matched to the first displayed order in the NSX Book, reflecting the one lot, resulting in the following execution: Executions ETP Holder Display Reserve T1 100 Once that trade is executed, the NSX Book is refreshed. Since a one lot was executed against T1 and only T1, the NSX Book is refreshed with respect to T1. Thus, T1 now has a new time attributable to its order as it is refreshed with a new display of 100 that has floated up from its reserve. The new book and the time ranking would be thus: New Book Book ETP Holder Display Reserve T2 0 1000 T3 500 500 T4 100 100 T5 0 500 T1 100 900 Trade 2: Contra Order for 700 In contrast, a contra order for 1,400 shares with the NSX Book as outlined in New book under Trade 1 would show the difference between a reserve order and a zero display order. Using the snapshot identified under New Book in Trade 1, the 1,400 shares would be matched and executed against the display quantity of T3 (the first in time on displayed orders after the “refresh”) first, then the display quantity of T4 and finally the display quantity of T1, before being matched against the reserve quantity. With 700 shares left to be matched, the system will then match 100 against the undisplayed quantity of T2 (no displayed quantity, therefore defaulting to 100), 500 against the undisplayed quantity of T3 (because it previously displayed 500) and 100 against the undisplayed quantity of T4 (because it previously displayed 100). The new book after these transactions would be: Book ETP Holder Display Reserve T5 0 500 T1 100 800 T2 0 900 T3 0 0 T4 0 0 After Trade 1 has been matched and executed, a second contra order comes in for 700 shares. The “snapshot” for this contra order is reflected above. Using the snapshot above, the 700 order would be matched and executed against the display quantity of T3 (the first in time on displayed orders after the “refresh”) first, then the display quantity of T4 and finally the display quantity of T1, reflecting in the following executions: Executions ETP Holder Display Reserve T3 500 T4 100 T1 100 Once that trade is executed, the NSX Book is refreshed. Since a five lot was matched and executed against T3, a one lot against T4 and a one lot against T1 (in that order), those orders are refreshed and their priority remains in the book in that order as they have a new time associated with the refresh. Notice that T2 and T5, neither of which were refreshed, now has the time priority over the other undisplayed orders. The new book and the time ranking would be thus: New Book Book ETP Holder Display Reserve T2 0 1000 T5 0 500 T3 500 0 T4 100 0 T1 100 800 Trade 3: Contra order for 1100 After Trade 2 has been matched and executed, a third contra order comes in for 1100 shares. The “snapshot” for this contra order is reflected above. Using the snapshot above, the 1100 order would be matched and executed against the display quantity of T3 first, then the display quantity of T4 and finally the display quantity of T1 (in the sequence of the order in which they were refreshed above). Once the display quantity of 700 is exhausted, the remaining 400 shares would be executed against the undisplayed orders in the following order. One lot against T2 (the first in time, since these orders were not executed and not refreshed); one lot against T5 (the second in time, since these orders were not executed and not refreshed), one lot against T1, and then one lot against T2 again to exhaust the amount of shares. In sum, the executions would be as follows: Executions ETP Holder Display Reserve T3 500 T4 100 T1 100 100 T2 200 T5 100 Once that third trade is executed, the NSX Book is refreshed. Since a five lot was executed against T3, a one lot against T4 and a one lot against T1 (in that order), those orders are refreshed and their priority remains in the book in that order as they have a new time associated with the refresh. Similarly, the reserve orders were executed against T2, T5 and T1 in one lots and in that order. Since there was a remainder, T2 was executed again for a one lot. Given the time of execution, the priority of T2, which was the last to be executed against, is the last to be refreshed. Thus, it goes to the bottom of the queue as the last ETP Holder to be refreshed. Similarly, since the undisplayed portion of T1 was matched and executed after the undisplayed portion of T5, its time priority is after T5. The “refresh” order is T3, T4, T1, T2, T5, T1 and T2, which would result in the NSX Book looking like the following: New Book Book ETP Holder Display Reserve T3 0 0 T4 0 0 T5 0 400 T1 100 600 T2 0 800 Trade 4: Contra order for 200 After Trade 3 has been matched and executed, a fourth contra order comes in for 200 shares. The “snapshot” for this contra order is reflected above. Using the snapshot above, the 200 order would be matched and executed against the display quantity of T1 first, then the non display quantity of T5, who is first in line among the undisplayed, for a one lot, reflecting in the following executions: Executions Display Reserve T1 100 T5 100 Once the fourth trade was executed (in order of T1 and T5, with T2 not being touched), T2, which was not refreshed becomes the top priority in terms of time, so that the new book would look as follows (T3 and T4 are no longer reflected since their displayed and non-displayed portions are exhausted): New Book Book ETP Holder Display Reserve T2 0 800 T1 100 500 T5 0 300 Trade 5: Contra order for 100 After the fourth trade has been matched and executed, a fifth contra order comes in for 100 shares. The “snapshot” for this contra order is reflected above. Using the snapshot above, the 100 order would be executed against the display quantity of T1, reflecting in the following executions: Executions ETP Holder Display Reserve T1 100 Once the fifth trade was executed against the displayed portion of T1, the quantity of T1's reserve order becomes refreshed. As the only order that becomes refreshed, it drops to the bottom of the queue in terms of time priority, so that the new book would look as follows: New Book Book ETP Holder Display Reserve T2 0 800 T5 0 300 T1 100 400 Trade 6: Contra order for 100 After the fifth trade has been matched and executed, a sixth contra order comes in for 100 shares. The “snapshot” for this contra order is reflected above. Using the snapshot above, the 100 order would be executed against the display quantity of T1, reflecting in the following executions: Executions ETP Holder Display Reserve T1 100 0 Once the sixth trade was executed against the displayed portion of T1, the quantity of T1's reserve order becomes refreshed. Please note that, despite the fact that T1 has the lowest time priority, the one lot is still executed against T1 because it has a display amount and the displayed amount takes precedence over the undisplayed amount. The new book would look as follows: New Book Book ETP Holder Display Reserve T2 0 800 T5 0 300 T1 100 300 These examples reflect the system of priority for displayed orders, reserved orders and zero display orders. Priority is always given to the display amount at the time the contra order comes in for interaction with the orders in the NSX Book. The Exchange also proposes to provide Users with the option of pegging Zero Display Orders. These pegged Zero Display Reserve Orders (“Pegged Orders”) will allow Users to place limit orders that buy or sell stated amounts of a security that will, as directed by the User, track one of three different aspects of the Protected NBBO or the NSX Top of Book (defined in the proposed amendment to the Definition Section of the Exchange's Rules, and referred to hereinafter as the “Protected BBO”):

(1)The buy-side of the Protected BBO,

(2)the sell-side of the Protected BBO, or

(3)the midpoint of the Protected BBO. When a Pegged Order's price is adjusted, its original timestamp and time priority will be preserved. If a Pegged Order is placed which traces the midpoint of the Protected BBO, it will be executed in sub-pennies if necessary to obtain a midpoint price. Even if this order type results in an ETP Holder executing on its own account for prices that are superior by less than a penny to those customer orders that it may be holding, it will not result in a violation of Rule 12.6. In addition, the execution of a midpoint Pegged Order will not result in a trade-through of a protected quotation. A midpoint Pegged Order will execute against orders on the NSX Book or against incoming orders, including other midpoint Pegged Orders. When the Protected BBO is locked, the midpoint pegged order will be executed at the locked market price. When the Protected BBO is crossed, the midpoint pegged order will wait for the Protected BBO to uncross before becoming eligible to trade again. Any Zero Display Order may also be designated as a Post Only Order pursuant to NSX Rule 11.11(c)(5). If a Zero Display Order is designated as a Post Only Order and is immediately marketable, the order will not be executed, but will be posted to the NSX Book, unless the contra-side order with which it would interact is a Zero Display Order that has not been designated as Post Only, in which case the order will be executed. 5-6 When such a Post Only Zero Display Order is posted to the NSX Book and is thereafter matched for execution, if the price of the order is better (i.e. higher for a buy order and lower for a sell order) than the contra-side of the Protected BBO, such order will be deemed to be priced at the price of the contra-side of the Protected BBO for purposes of matching and execution. 7 5-6 This will not result in a locking or crossing quote, because the Zero Display Order will not be displayed and therefore will not be a quote. 7 *See* proposed NSX Rule 11.15(a)(iv). Orders marked Post Only will always be considered “liquidity providing” by the Exchange for purposes of application of the Exchange's fees and rebate programs. By making a Post Only designation, ETP Holders are able to avoid the risk that their orders will be considered “liquidity taking” for purposes of application of the Exchange's fees and rebate programs. If a Zero Display Order is not designated as Post Only, however, and the order interacts with a Zero Display Order that is designated as Post Only, the non-Post Only Zero Display Order will be considered liquidity taking by the Exchange, regardless of which order arrives at NSX first. Additionally, a Zero Display Order that has not been designated as Post Only for which the User has selected the Order Delivery mode of order interaction pursuant to Rule 11.13(b)(2) (“Order Delivery”) will be converted to the Automatic Execution mode of order interaction pursuant to Rule 11.13(b)(1) (“AutoEx”) by the Exchange if such order is immediately marketable upon its entry into the NSX BLADE SM System. The Zero Display Order and its variant, the Pegged Order, will provide additional flexibility and functionality to the Exchange's NSX BLADE system. The Exchange anticipates that the introduction of this new order will result in an increase in liquidity on the Exchange, resulting in increased revenues. These increased revenues will be included in the Exchange's general operating revenues which are used to fund, among other things, the Exchange's regulatory oversight functions. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with the provisions of Section 6(b) of the Act, 8 in general, and Section 6(b)(5), 9 in particular, which requires, among other things, that the rules of an exchange be designed 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. 8 15 U.S.C. 78f(b). 9 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 would impose any inappropriate burden on competition. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange has neither solicited nor received written comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the proposed rule change does not:

(i)Significantly affect the protection of investors or the public interest;

(ii)impose any significant burden on competition; and

(iii)become operative for 30 days after the date of filing, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest, the proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 10 and subparagraph (f)(6) of Rule 19b-4 thereunder. 11 10 15 U.S.C. 78s(b)(3)(A). 11 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. 12 However, Rule 19b-4(f)(6)(iii) 13 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 satisfied the five-day prefiling requirement. 14 In addition, the Exchange has requested that the Commission waive the 30-day pre-operative delay and designate the proposed rule change to become operative upon filing. 12 17 CFR 240.19b-4(f)(6)(iii). 13 *Id.* 14 *Id.* The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest because it would allow the Exchange to immediately implement this proposal. In addition, the Commission does not believe that the rule change presents novel issues since the Zero Display Order type is similar to order types that are currently available on other markets. 15 The Commission designates the proposal to become effective and operative upon filing. 16 15 *See* Nasdaq Stock Market Rules 4751(e)(3) and (f)(4) and NYSE Arca Rules 7.31(h)(4), (5), and 7.31(cc). 16 For purposes only of waiving the 30-day operative delay, the Commission has considered the impact of the proposed rule on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in the furtherance of the purposes of the Act. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-NSX-2008-03 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NSX-2008-03. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/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 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 NSX. 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-NSX-2008-03 and should be submitted on or before March 11, 2008. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 17 17 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E8-2955 Filed 2-15-08; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-57312; File No. SR-NYSE-2004-70] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Amendments No. 2, 3, and 5 and Order Granting Accelerated Approval to a Proposed Rule Change, as Modified by Amendments No. 2, 3, and 5, To Amend Rule 104 To Require Specialists To Yield Proprietary Trades to Later-Arriving System Orders February 12, 2008. I. Introduction On December 13, 2004, the New York Stock Exchange LLC 1 (“NYSE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 2 and Rule 19b-4 thereunder, 3 a proposed rule change to amend NYSE Rule 104 to require that in transactions between a specialist and a contra order that have been agreed to but not yet reported, the specialist must yield to any system orders that enter the specialist's book and can take the specialist's position in such transaction except if the specialist's transaction meets a specified exception. On January 7, 2005, the Exchange filed Amendment No. 1 to the proposed rule change. The proposed rule change, as modified by Amendment No. 1, was published for public comment in the **Federal Register** on January 28, 2005. 4 The Exchange filed Amendments No. 2, 5 3, 6 4, 7 and 5 8 to the proposed rule change on August 11, 2005, October 14, 2005, September 15, 2006, and February 8, 2008, respectively. The Commission received five comment letters from a single commenter opposing the proposed rule change. 9 On June 7, 2005 and November 18, 2005, the Exchange submitted responses to the comments. 10 This order provides notice of filing of Amendments No. 2, 3, and 5 to the proposed rule change, and grants accelerated approval to the proposed rule change, as modified by Amendments No. 2, 3, and 5. 1 Formerly known as the New York Stock Exchange, Inc. 2 15 U.S.C. 78s(b)(1). 3 17 CFR 240.19b-4. 4 Securities Exchange Act Release No. 51048 (Jan. 18, 2005), 70 FR 4171 (“Notice”). 5 Amendment No. 2 superseded the original filing and Amendment No. 1 in their entirety and included

(i)clarifying changes to the descriptions of the exceptions to the rule,

(ii)the addition of system orders to the exception relating to non-regular way transactions, and

(iii)the addition of convert and parity orders (“CAP orders”) to the exception relating to electing transactions. 6 In Amendment No. 3, the Exchange revised the purpose section of the filing to clarify the discussion of the exception relating to non-regular way transactions. Amendment No. 3 also makes certain technical changes to the proposed rule change. 7 Amendment No. 4 was withdrawn on February 8, 2008, by Amendment No. 5. 8 In Amendment No. 5, the Exchange:

(i)*Withdraws* Amendment No. 4;

(ii)makes certain technical corrections to the proposed rule change;

(iii)clarifies that NYSE Rule 123B(d) does not apply to transactions handled pursuant to proposed NYSE Rule 104.10(10);

(iv)eliminates references to the election of stop orders by specialists, as this functionality is now automated;

(v)eliminates references to the Intermarket Trading System, which has been decommissioned;

(vi)amends Item 5 of Amendment No. 2 to clarify that the Exchange had received comments on the proposal; and

(vii)corrects a typographical error in Amendment No. 3. 9 *See* letters from George Rutherfurd, Consultant (“Rutherfurd”), to the Commission, dated February 18, 2005 (“February 18th Rutherfurd Letter”), April 8, 2005, June 15, 2005 (“June 15th Rutherfurd Letter”), October 20, 2005 (“October 20th Rutherfurd Letter”), and November 27, 2005 (“November 27th Rutherfurd Letter”) (together, the “Rutherfurd Letters”). 10 *See* letters from Mary Yaeger, Assistant Secretary, NYSE, to Jonathan G. Katz, Secretary, Commission, dated June 7, 2005 (“June 7th NYSE Letter”) and November 18, 2005 (“November 18th NYSE Letter”). II. Description of the Proposed Rule Change The Exchange proposes to amend NYSE Rule 104 Supplementary Material .10 to provide that when a specialist has completed but not yet reported a transaction as principal with an order in the book or in the crowd, the specialist must yield to any order received through SuperDOT® that could take the specialist's place in the unreported principal transaction. The Exchange proposes to amend NYSE Rule 104 Supplementary Material .10 to add new section

(10)to require that, notwithstanding the ability of a specialist to trade as principal with either a system order or a broker in the crowd, if a marketable order arrives on the book before the reporting of the specialist's trade as principal is complete, the specialist must yield to such order. Where the specialist is required to yield, the customer whose order entered the book would be reported as the contra party for the trade instead of the specialist. The proposed rule would provide the following six exceptions to this requirement. 1. *Correction of a Bona Fide Specialist Error in a Previously Reported Transaction.* These are cases where a specialist has to issue corrected reports that include dealer participation via the Display Book® to correct a previously executed and reported transaction. Such corrections could involve the price, volume, or names involved on a transaction. If an executable system order is on the same side as the dealer participation necessary to correct the error, this would trigger the Display Book's® “P” indicator (preventing the specialist from participating as dealer ahead of executable system orders). In this situation, the specialist would be permitted to use the override feature, provided that the specialist places an “Error” notation in the Display Book's® free form comment field. The specialist would be required to adequately document the error on the firm's books and records. 2. *Trading in Satisfaction of the Specialist's Obligation to Give Up a Trade to an Agency Order.* These are cases where Exchange policy permits the specialist to give up a trade to an agency order after the initial trade has been reported and the specialist cannot substitute the agency customer's name, such as where a customer requests to participate on a trade previously executed by the specialist as principal on a non-regular way basis. When reporting such substituted trades, the specialist would have to participate as dealer in order to unwind his own participation in the initial transaction. If an executable system order is on the same side as the dealer participation necessary to effect the substitution, this would trigger the Display Book's® “P” indicator. In this situation, the specialist would be permitted to use the override feature to complete the substitute transaction. The specialist would be required to document the substitution trade in the Display Book's® free form comment field. 3. *Report of Non-Regular-Way Principal to Customer Transaction.* These are cases where a member firm represents a non-regular-way settlement order ( *e.g.* , cash basis, next day, and seller's option) and the specialist is willing to trade with that order at a price at which there are regular-way settlement customer orders on the same side on the Display Book® at the same or a better price. 11 The override feature may be used by the specialist to effect the non-regular way transactions, provided, however, that the specialist may be required to give up the trade to an agency order if the customer indicates its willingness to participate on the same terms as the specialist. 11 Non-regular-way orders may be represented by a broker in the crowd or may be entered through the SuperDOT® system. 4. *Principal Participation in CAP Order Electing Transaction.* 12 These are cases where the specialist chooses to execute the elected portions of CAP orders at the same price as the electing sale. 13 In these cases, the specialist bases the price on the total volume of the electing orders and the CAP orders, and then effects both the electing transaction and the CAP transaction contemporaneously and at the same price. NYSE Rule 123A.30 requires the specialist to report the transaction that elects the CAP orders independently from the transaction that fills the elected CAP orders. Orders may arrive on the Display Book® between the time the specialist reports the electing trade and the fill for the CAP transaction, which would trigger the “P” indicator. In connection with the transaction filling the CAP order, the specialist would be permitted to use the override feature. The specialist would be required to document the dealer participation by placing an applicable comment in the Display Book's® free form comment field. 12 In Amendment No. 5, the Exchange omitted stop orders from exceptions 4 and 5 because stop order execution is now automated. *See* Securities Exchange Act Release No. 54820 (November 27, 2006), 71 FR 70824 (December 6, 2006) (SR-NYSE-2006-65). Since specialists no longer handle stop orders manually, the exception from the proposed rule is no longer necessary. 13 *See* NYSE Rule 123A.30. CAP orders are orders in which the specialist may convert all or part of an unelected portion of a percentage order, and may trade on parity with the elected or converted portions of the order, as long as the specialist is not holding orders at the same price that do not grant parity. Even though the specialist is not obligated to guarantee an execution to CAP orders at the same price as the electing sale, he may choose to do so. The Exchange stated that it inadvertently omitted references to CAP orders in exception 4, although they were specifically referred to in an analogous situation in exception 5. Accordingly, in Amendment No. 2, the Exchange added CAP orders to exception 4. 5. *Principal Participation in Connection with CAP Order Executed as Part of the Opening of Trading.* 14 These are cases where the specialist participates as dealer in connection with CAP orders. In these situations, the CAP orders are included in the specialist's calculation of the opening price, are elected by the opening trade, and are executed contemporaneously and consecutively with the opening transaction at the opening price, but are reported separately from the report of the opening transaction. Orders may arrive on the Display Book® between the time the specialist reports the opening trade and the fill for the converted portion of the CAP orders, which would trigger the “P” indicator. In connection with the transaction filling the converted portion of CAP orders, the specialist would be permitted to use the override feature. The specialist would be required to document the dealer participation by placing the required comment in the Display Book's® free form comment field. 14 Regarding elimination of stop orders from exception 5, *see supra* note 12. 6. *Closing Transactions to Offset Market-at-the-Close (“MOC”) and/or Limit-at-the-Close (“LOC”) Order Imbalances.* These are cases where the specialist participates on the closing transaction to offset a MOC and/or LOC order imbalance. The situation may arise if unexecuted market orders entered just prior to the close are assigned to the paired-off portion of the closing trades. When the specialist reports dealer participation to offset an imbalance on the first print of the closing (as required by Exchange Rule 123C(3)(A)) and there are market orders on the same side assigned to the paired off portion, which is the second print of the close, the “P” indicator would be triggered. In this instance, the specialist would be permitted to use the override feature. The specialist would be required to document the dealer participation by indicating “MOC” in the Display Book's® free form comment field. III. Discussion The Commission finds that the proposed rule change, as amended, is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange. In particular, the Commission finds that the proposed rule change, as amended, is consistent with Section 6(b)(5) of the Act 15 which requires, among other things, an exchange to have rules that are designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. 16 15 15 U.S.C. 78f(b)(5). 16 In approving the proposed rule change, the Commission has considered its impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). The Commission notes that the proposed rule change should help ensure that system orders entered into the Exchange's Display Book through an Exchange order delivery system such as SuperDOT® receive executions in the Exchange market to the greatest extent possible, and should help to minimize the risk of improper trading ahead of SuperDOT® orders by the specialist. The Commission also believes that the exceptions to the proposed rule are sufficiently limited and represent situations in which it would continue to be appropriate for the specialist to act as principal, notwithstanding the presence of a new customer order on the book. In his comments, Rutherfurd states that the proposal “attempts to codify a truly bizarre notion” whereby “an order must participate in trade even though the order was not even in the marketplace when the trade took place * * *.” 17 Rutherfurd states that the Exchange's technological limitations (whether reporting or surveillance) seem to have given rise to this rule. 18 17 February 18th Rutherfurd Letter, *supra* note 9, at 1. *See also* June 15th Rutherfurd Letter, *supra* note 9, at 1; and October 20th Rutherfurd Letter, *supra* note 9, at 2. 18 February 18th Rutherfurd Letter, *supra* note 9, at 4. *See also* June 15th Rutherfurd Letter, *supra* note 9, at 2; October 20th Rutherfurd Letter, *supra* note 9, at 2; and November 27th Rutherfurd Letter, *supra* note 9, at 5. Rutherfurd also states that the proposal conflicts with existing Exchange rules and that the Exchange fails to address such conflict. For example, Rutherfurd believes that the proposed rule change is inconsistent with Rule 76's crossing/price improvement procedure, in that it would assign a price to a subsequent SuperDOT® market order without giving it an opportunity to receive a better price. 19 In addition, Rutherfurd also states “[t]he fact that the specialist may have followed the crossing procedure (or not, as in a floor broker trade) in a prior trade has no relevance whatsoever to a specialist's responsibility to expose the subsequently arriving [SuperDOT®] order to market interest existing at the time the order is received.” 20 19 February 18th Rutherfurd Letter, *supra* note 9, at 5. *See also* June 15th Rutherfurd Letter, *supra* note 9, at 5-7; and October 20th Rutherfurd Letter, *supra* note 9, at 1. 20 June 15th Rutherfurd Letter, *supra* note 9, at 6. In addition, Rutherfurd states that scenario 1, which was provided by the Exchange to illustrate the operation of NYSE Rules 76 and 91, would require a specialist “to try to buy stock when all he or she wants to do is sell” and to “do so in a manner that ‘penny jumps’ a public limit order they are representing as agent.” *Id.* at 9. The Exchange subsequently corrected scenario 1. *See* November 18th NYSE Letter, *supra* note 10, at 1-2. Rutherfurd states that the revised scenario 1 is “still deeply flawed.” *See* November 27th Rutherfurd Letter, *supra* note 9, at 3. Furthermore, Rutherfurd states the Exchange's proposal would not allow for the possibility of price improvement and that a SuperDOT® order arriving after a specialist has consummated a trade could suffer economic harm. In addition, Rutherfurd states that under the proposal, a specialist could participate in a better-priced transaction that should have gone to a later-arriving SuperDOT® order if, as the specialist is in the process of substituting the subsequent SuperDOT® order for its own interest in a consummated but not yet reported transaction, the Exchange's autoquote publishes an improved price. 21 Rutherfurd also contends that the Exchange has used the term “yield” incorrectly and should instead have used the phrase “substitution of principals,” arguing that the Exchange's use of the term “yield” will create confusion because of its traditional use in the securities context (as in, for example, Section 11(a)(1)(G) under the Act 22 ). 23 21 February 18th Rutherfurd Letter, *supra* note 9, at 6. *See also* June 15th Rutherfurd Letter, *supra* note 9, at 10. 22 15 U.S.C. 78k(a)(1)(G) (regarding an exchange member “yield[ing] priority, parity, and precedence in execution” to non-member orders). 23 February 18th Rutherfurd Letter, *supra* note 9, at 5. *See also* June 15th Rutherfurd Letter, *supra* note 9, at 2-5; and November 27th Rutherfurd Letter, *supra* note 9, at 5. In addition, the Rutherford Letters discuss a number of Exchange proposed rule changes, rules and other matters unrelated to this proposed rule change. The Exchange believes that Rutherfurd's comments are misplaced and should be disregarded. 24 Specifically, the Exchange states that “Exchange Rules 76 and 91 require that before purchasing (selling) for his own account, a specialist must offer (bid for) the security at a price that is lower (higher), by the minimum variation, than the specialist's bid (offer) for his own account” to ensure “there is no other buy

(sell)interest in the market that is willing to trade at the better price.” 25 The Exchange believes that “this procedure ensures that the specialist's bid (offer) is the best available price at the time that the dealer trade is orally consummated, [and that] any later-arriving DOT order(s) to which the specialist must yield under proposed Rule 104.10[(10)] would, by definition, also be receiving the best available price in the market at the moment that that order arrived on the book.” 26 The Commission believes that this is a reasonable interpretation of the Exchange's rules. 27 24 *See* June 7th NYSE Letter, *supra* note 10. 25 *Id* . at 2. 26 *Id* . 27 The Commission also notes that the Exchange amended Rule 123B to clarify that a specialist executing systems order in accordance with proposed Rule 104.10(10)(i) is not required to expose such orders to buying and selling interest in the trading crowd. *See* Amendment No. 5, *supra* note 8. In addition, the Exchange states that the proposal does not permit specialists to trade at the expense of subsequent SuperDOT® orders. 28 Specifically, the Exchange states that Rutherfurd's example is based on a flawed assumption that the later-arriving sell order was entitled to trade with the even-later-arriving buy order and that the fact that a better price is subsequently received is irrelevant. 29 The Exchange acknowledges that under the proposal the specialist might be able to trade with even-later-arriving order at the improved price. 30 Although this may appear unfair to the later-arriving order, the Exchange notes that “it is not a foregone conclusion that the specialist will be the contra party to the even-later-arriving” order, and believes that Rutherfurd ignores the fact the “the specialist continues to bear the market risk of yielding to the later-arriving sell order.” 31 The Commission agrees with the Exchange that it is not a forgone conclusion that the specialist will be the contra party to the even-later-arriving order. The Commission notes that, while the specialist may at times receive the benefit of trading with the even later arriving order at an improved price, the specialist is subject to market risk and the even-later-arriving order could just as easily be at an inferior price. 28 *See* June 7th NYSE Letter, *supra* note 10, at 3-4. 29 *Id* . at 4. 30 *Id.* 31 *Id* . Finally, the Exchange disagrees with Rutherfurd that it misused the term “yield” and his belief that use of the term would be confusing and should be changed. 32 The Commission acknowledges the commenter's view that the Exchange's use differs from its use in some other contexts; at the same time, the Commission believes that the use of the term “yield” is appropriately within the Exchange's discretion. 32 *Id* . at 2. Rutherfurd responded to the Exchange by reiterating his prior comments and added that the solution to the inability of the Exchange surveillance systems to “distinguish between proper versus improper specialist principal trading” is “enhanced surveillance, not bizarre, radical new law.” 33 Although Rutherfurd does not agree with the approach taken by the Exchange, the Commission believes that proposal constitutes an appropriate exercise of the Exchange's business judgment. 33 June 15th Rutherfurd Letter, *supra* note 9, at 2. *See also* November 27th Rutherfurd Letter, *supra* note 9, at 1. Rutherfurd further states that the Exchange does not provide sufficient rationale for the proposed rule or the exceptions thereto. 34 He also states that the Exchange did not comply with the requirements of Form 19b-4 with respect to Amendment No. 2. 35 The Commission believes that the proposed rule change, as amended, is sufficient to comply with the requirements of Form 19b-4. 34 *See* October 20th Rutherfurd Letter, *supra* note 9, at 2. *See also* November 27th Rutherfurd Letter, *supra* note 9, at 1. 35 October 20th Rutherfurd Letter, *supra* note 9, at 1. Specifically, Rutherfurd noted that in Item 1(b) the NYSE stated it “does not believe the proposal will have any direct effect, or any significant indirect effect, on any other Exchange rule in effect at the time of this filing.” Rutherfurd states “[i]t is inconceivable that the NYSE can make this statement in good faith” and that the “NYSE is proposing a procedure that is absolutely at odds with Rule 76/91.” *Id.* As stated above, the Commission believes that the Exchange's interpretation of Rules 76 and 91 is reasonable. Also, as noted below, the Exchange amended NYSE Rule 123B to clarify that when a specialist is executing a system order pursuant to proposed NYSE Rule 104.10(10), the specialist is not required to expose the order to buying and selling interest in the crowd. In addition, Rutherfurd contends that the NYSE should have referenced his comments in Item 5 of Amendment No. 2 (regarding whether the Exchange has solicited or received comments). *Id* . IV. Accelerated Approval The Commission finds good cause, pursuant to Section 19(b)(2) of the Act, 36 for accelerating approval of Amendments No. 2, 3, and 5 to the proposed rule change prior to the thirtieth day after publication in the **Federal Register** . 37 36 15 U.S.C. 78s(b)(2). Pursuant to Section 19s(b)(2) of the Act, the Commission may not approve any proposed rule change, or amendment thereto, prior to the thirtieth day after the date of publication of the notice thereof, unless the Commission finds good cause for so doing. 37 In Amendment No. 5, the Exchange withdrew Amendment No. 4. *See supra* note 8. In Amendment No. 2, the Exchange made clarifying changes to the proposed rules that raise no new or novel issues. The Exchange also revised the exception relating to non-regular way principal transactions to specify that such non-regular-way orders are “principal to customer” orders to capture orders represented by a broker in the crowd or entered through the SuperDOT® system. Previously, the Exchange inadvertently omitted system orders from the description of orders covered by this exception. In Amendment No. 3, the Exchange modified the discussion of this exception to reflect the corresponding change in the rule text in Amendment No. 2. 38 The Commission finds that the addition of system orders to this exception presents no new or novel issues. 38 In addition, the Amendment No. 3 made technical changes to the proposed rule change. The Commission believes that Amendment No. 3 does not raise any new issues. In Amendment No. 2, the Exchange also amended the exception relating to principal participation in electing transactions to add CAP orders to the exception. In the case of CAP orders, the specialist bases the price on the total volume of the electing orders and the CAP orders, and then effects both the electing transaction and the CAP transaction contemporaneously and at the same price. NYSE Rule 123A.30 (CAP orders) requires the specialist to report the transaction that elects the CAP orders independently from the transaction that fills the elected CAP orders. As a result, orders may arrive on the Display Book® between the time the specialist reports the electing trade and the fill for the CAP transaction. Although adding CAP orders to the exception may expand the number of instances in which a specialist may trade notwithstanding a later-arriving system order, the Exchange believes that the addition of CAP orders to the exception does not raise new issues. The Commission agrees with the Exchange that the addition of CAP orders to the exception does not raise any new issues. In Amendment No. 5, the Exchange amended NYSE Rule 123B to clarify that, when a specialist is executing a system order pursuant to proposed NYSE Rule 104.10(10), the specialist is not required to expose the order to buying and selling interest in the crowd. The Commission believes that this amendment helps to address inconsistencies between proposed Rule 104.10(10) and other Exchange rules. Amendment No. 5 also eliminates references to the election of stop orders by specialists, as this functionality is now automated, and eliminates references to the Intermarket Trading System, which has been decommissioned. In addition, Amendment No. 5 makes technical and clarifying changes. 39 The Commission believes that Amendment No. 5 presents no new or novel issues. 39 *See, e.g.,* discussion in note 35, *supra* and accompanying text. Accordingly, the Commission finds that good cause exists, consistent with Sections 6(b)(5) of the Act, 40 and Section 19(b) of the Act 41 to approve the proposed rule change, as modified by Amendments No. 2, 3, and 5, on an accelerated basis. 40 15 U.S.C. 78f(b)(5). 41 15 U.S.C. 78s(b). V. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning Amendments No. 2, 3, and 5, including whether Amendments No. 2, 3, and 5 are consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-NYSE-2004-70 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSE-2004-70. 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-NYSE-2004-70 and should be submitted on or before March 11, 2008. VI. Conclusion For the foregoing reasons, the Commission finds that the proposed rule change, as amended, is consistent with the Act and the rules and regulations thereunder applicable to a national securities exchange. *It is therefore ordered,* pursuant to Section 19(b)(2) of the Act, 42 that the proposed rule change (SR-NYSE-2004-70), as modified by Amendments No. 2, 3, and 5, be, and it hereby is, approved on an accelerated basis. 42 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 43 Florence E. Harmon, Deputy Secretary. 43 17 CFR 200.30-3(a)(12). [FR Doc. E8-2981 Filed 2-15-08; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-57304; File No. SR-OCC-2008-01] Self-Regulatory Organizations; The Options Clearing Corporation; Notice of Filing of a Proposed Rule Change Relating to Its Facilities Management Agreements February 11, 2008. Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 notice is hereby given that on January 9, 2008, The Options Clearing Corporation (“OCC”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change described in Items I, II, and III below, which items have been prepared primarily by OCC. The Commission is publishing this notice to solicit comments from interested persons. 1 15 U.S.C. 78s(b)(1). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The proposed rule change would amend OCC Rule 309 to permit expedited review of a facilities management agreement proposed to be entered into by an existing clearing member that desires to become a managed clearing member. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, OCC 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. OCC has prepared summaries, set forth in sections (A), (B), and

(C)below, of the most significant aspects of these statements. 2 2 The Commission has modified the text of the summaries prepared by OCC.

(A)Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change The purpose of the proposed rule change is to provide an expedited process for reviewing a facilities management agreement proposed to be entered into by an operationally capable clearing member that desires to become a managed clearing member. A managed clearing member is one that outsources certain of its obligations as a clearing member to another clearing member (“managing clearing member”). Rule 309 prohibits a clearing member that proposes to enter into an outsourcing agreement with a managing clearing member from implementing the agreement without the prior approval of the Membership/Risk Committee (“Committee”). 3 In 2006 and 2007, the Committee reviewed three requests to approve such outsourcing arrangements. However, none of the three clearing member's desired time frame for implementing its facilities management arrangement coincided with a regularly scheduled meeting of the Committee, and each firm was required to defer executing its outsourcing plans until after a meeting occurred. 3 *See* Rule 309(f). *See also* Securities Exchange Act Release No. 55686 (May 1, 2007), 72 FR 26191 (May 8, 2007) [SR-OCC-2006-21]. To provide for a more timely review of certain outsourcing agreements, OCC proposes to modify Rule 309. Under the proposal, a managed clearing member would be permitted to request an expedited review of its outsourcing agreement, and if OCC consented to an expedited review, the Chairman, the Management Vice Chairman, or the President would be authorized to determine whether the agreement meets applicable requirements and to approve or disapprove the agreement. At the next regularly scheduled Committee meeting, the Committee would independently review the outsourcing agreement and would determine de novo whether to approve or disapprove it. In the event the Committee's decision would result in a modification or a reversal of the action taken by the Chairman, the Management Vice Chairman, or President, no actions taken by OCC or the clearing member prior to the modification or reversal would be invalidated and no rights of any person arising out of such actions would be affected. In the unlikely event that the Committee disapproved an agreement previously approved by OCC, the clearing member would be given a reasonable time either to enter into an appropriately revised outsourcing agreement or to cease to be a Managed Clearing Member. This proposed process is comparable to the process used when clearing members request expedited approval to clear a new type or kind of transaction. 4 OCC believes that the proposed expedited review process strikes a reasonable balance between meeting the business requirements of clearing members and continuing to ensure appropriate review of the operational and financial aspects of outsourcing arrangements. 4 Article V, Section 1, Interpretation & Policy .03e. *See also* Securities Exchange Act Release No. 30169 (January 8, 1992) 57 FR 1776 [SR-OCC-91-06]. The expedited review process would become Interpretation & Policy .01 under Rule 309. The existing Interpretation and Policy .01, which required managing clearing members as of October 1, 2003, to meet revised capital requirements by October 1, 2004, is no longer applicable and is therefore being deleted. In addition, a technical change is being made to paragraph

(f)of Rule 309 to more closely parallel the language used in a cross-referenced By-law provision. OCC believes that the proposed change is consistent with the Act because it promotes the prompt and accurate clearance and settlement of securities transactions by providing an expedited review process for facilities management agreements proposed to be entered into by OCC clearing members. The proposed rule change is not inconsistent with the existing rules of OCC, including any other rules proposed to be amended.

(B)Self-Regulatory Organization's Statement on Burden on Competition OCC does not believe that the proposed rule change would 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 were not and are not intended to be solicited with respect to the proposed rule change, and none have been received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within thirty-five 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 ninety 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-OCC-2008-01 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-OCC-2008-01. 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 OCC and on OCC's Web site at: *http://www.theocc.com/publications/rules/proposed_changes/sr_occ_08_01.pdf.* 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-OCC-2008-01 and should be submitted on or before March 11, 2008. For the Commission by the Division of Trading and Markets, pursuant to delegated authority. 5 5 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E8-2903 Filed 2-15-08; 8:45 am] BILLING CODE 8011-01-P SMALL BUSINESS ADMINISTRATION Reporting and Recordkeeping Requirements Under OMB Review AGENCY: Small Business Administration. ACTION: Notice of Reporting Requirements Submitted for OMB Review. SUMMARY: Under the provisions of the Paperwork Reduction Act (44 U.S.C. Chapter 35), agencies are required to submit proposed reporting and recordkeeping requirements to OMB for review and approval, and to publish a notice in the **Federal Register** notifying the public that the agency has made such a submission. DATES: Submit comments on or before March 20, 2008. If you intend to comment but cannot prepare comments promptly, please advise the OMB Reviewer and the Agency Clearance Officer before the deadline. *Copies:* Request for clearance (OMB 83-1), supporting statement, and other documents submitted to OMB for review may be obtained from the Agency Clearance Officer. ADDRESSES: Address all comments concerning this notice to: *Agency Clearance Officer,* Jacqueline White, Small Business Administration, 409 3rd Street, SW., 5th Floor, Washington, DC 20416; and *OMB Reviewer,* Office of Information and Regulatory Affairs, Office of Management and Budget, New Executive Office Building, Washington, DC 20503. FOR FURTHER INFORMATION CONTACT: Jacqueline White, Agency Clearance Officer,

(202)205-7044. SUPPLEMENTARY INFORMATION: *Title:* Small Business Administration

(SBA)Surety Bond Guarantee Customer Survey (previous title, Office of Capital Access Online Survey). *No.:* N/A. *Frequency:* On occasion. *Description of Respondents:* SBG Program management to access program familiarity in the general small contractor population and to help determine the potential market for SBA surety bond guarantees. *Responses:* 382. *Annual Burden:* 12.7. Jacqueline White, Chief, Administrative Information Branch. [FR Doc. E8-2964 Filed 2-15-08; 8:45 am] BILLING CODE 8025-01-P DEPARTMENT OF TRANSPORTATION Federal Aviation Administration Air Traffic Procedures Advisory Committee AGENCY: Federal Aviation Administration (FAA), DOT. ACTION: Notice of Public Meeting. SUMMARY: The FAA is issuing this notice to advise the public that a meeting of the Federal Aviation Administration Air Traffic Procedures Advisory Committee (ATPAC) will be held to review present air traffic control procedures and practices for standardization, clarification, and upgrading of terminology and procedures. DATES: The meeting will be held Tuesday, April 15, 2008, from 9 a.m. to 4:30 p.m., Wednesday, April 16, 2008, from 9 a.m. to 4:30 p.m., and Thursday, April 17, 2008, from 9 a.m. to 4:30 p.m. ADDRESSES: The meeting will be held at the Baltimore Marriott Inner Harbor Hotel at Camden Yards, 110 S. Eutaw Street, Baltimore, MD 21201. FOR FURTHER INFORMATION CONTACT: Mr. Richard Jehlen, Executive Director, ATPAC, 800 Independence Avenue, SW., Washington, DC 20591, telephone

(202)493-4527. SUPPLEMENTARY INFORMATION: Pursuant to Section 10(a)(2) of the Federal Advisory Committee Act (Pub. L. 92-463; 5 U.S.C. App.2), notice is hereby given of a meeting of the ATPAC to be held Tuesday, April 15, 2008 from 9 a.m. to 4:30 p.m., Wednesday, April 16, 2008, from 9 a.m. to 4:30 p.m., and Thursday, April 17, 2008, from 9 a.m. to 4:30 p.m. The agenda for this meeting will cover a continuation of the ATPAC's review of present air traffic control procedures and practices for standardization, revision, clarification, and upgrading of terminology and procedures. It will also include: 1. Approval of Minutes. 2. Submission and Discussion of Areas of Concern. 3. Discussion of Potential Safety Items. 4. Report from Executive Director. 5. Items of Interest. 6. Discussion and agreement of location and dates for subsequent meetings. Attendance is open to the interested public but limited to space available. With the approval of the Executive Director, members of the public may present oral statements at the meeting. Persons desiring to attend and persons desiring to present oral statements should notify Mr. Richard Jehlen no later than April 4, 2008. The next quarterly meeting of the FAA ATPAC is scheduled for July 15-16, 2008, in Washington, DC. Any member of the public may present a written statement to the ATPAC at any time at the address given above. Issued in Washington, DC, on January 30, 2008. Richard Jehlen, Executive Director, Air Traffic Procedures Advisory Committee. [FR Doc. E8-2959 Filed 2-15-08; 8:45 am] BILLING CODE 4910-13-P DEPARTMENT OF TRANSPORTATION Federal Aviation Administration Sixth Meeting, Special Committee 215; Aeronautical Mobile Satellite (Route) Services Next Generation Satellite Services and Equipment AGENCY: Federal Aviation Administration (FAA), DOT. ACTION: Notice of RTCA Special Committee 215, Aeronautical Mobile Satellite (Route) Services, Next Generation Satellite Services and Equipment. SUMMARY: The FAA is issuing this notice to advise the public of a second meeting of RTCA Special Committee 215, Aeronautical Mobile Satellite (Route) Services, Next Generation Satellite Services and Equipment. DATES: The meeting will be held March 4-5, 2008, at 9 a.m. ADDRESSES: The meeting will be held at RTCA Headquarters, 1828 L Street, NW., Washington, DC 20036. FOR FURTHER INFORMATION CONTACT: RTCA Secretariat, 1828 L Street, NW., Suite 805, Washington, DC 20036; telephone

(202)833-9339; fax

(202)833-9434; Web site *http://www.rtca.org* for directions. **Note:** Dress is business casual. SUPPLEMENTARY INFORMATION: Pursuant to section 10(a)(2) of the Federal Advisory Committee Act (Pub. L. 92-463, 5 U.S.C., Appendix 2), notice is hereby given for a Special Committee 215 meeting. The agenda will include: • March 4: • Opening Plenary Session (Welcome, Introductions, and Administrative Remarks, Review and Approval of Agenda for Sixth Plenary) • Review and Approval of Fifth Meeting Summary (215-045; RTCA Paper No. 295-07/SC215-011). • Review of Action List Outstanding Actions. • DO-270 Normative Appendix. • Subnetwork Operational Approval Requirements. • Report for Drafting Group. • Review of DO-270 Normative Appendix. • Draft DO-262-Normative Appendix. • Review of Approach and Format for Appendix Publication. • Status Update on any Remaining Sections. • Review and Discussion of TSO (D. Robinson, FAA). • Closing Plenary Session (Other Business, Schedule Next Plenary Meeting, Adjourn-Wednesday, March 5, 2008; 12 noon). Attendance is open to the interested public but limited to space availability. With the approval of the chairmen, members of the public may present oral statements at the meeting. Persons wishing to present statements or obtain information should contact the person listed in the For Further Information Contact section. Members of the public may present a written statement to the committee at any time. Issued in Washington, DC on February 8, 2008. Robert L. Bostiga, RTCA Advisory Committee (Acting). [FR Doc. 08-699 Filed 2-15-08; 8:45 am]

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