region facility species. orig stage year impinged. est entrained. est dummy dummy dummy dummy  999  999  999 river erickson bluegill age01 1976 3 . river erickson largemouth. bass age01 1976 1 . river erickson green. sunfish age01 1976 1 . river erickson black. crappie age01 1976 1 . river erickson green. sunfish age01 1976 1 . river erickson bluegill age01 1976 10 . river erickson cyprinus. carpio larvae 1976 . 1,613 river erickson pimephales. notatus larvae 1976 . 15,763 river erickson cyrinidae larvae 1976 . 707 river erickson cyrinidae larvae 1976 . 113 river erickson cyrinidae larvae 1976 . 28 river erickson catostomus. commersoni larvae 1976 . 170 river erickson catostomidae larvae 1976 . 28 river erickson ictalurus. natalis larvae 1976 . 2,745 river erickson lepomis. spp larvae 1976 . 57 river erickson micropterus. dolomieue larvae 1976 . 141 river erickson micropterus. salmoides larvae 1976 . 113 river erickson centrarchidae larvae 1976 . 113 river erickson centrarchidae larvae 1976 . 396 river erickson centrarchidae larvae 1976 . 368 river erickson centrarchidae larvae 1976 . 28 river erickson ethestoma. nigrum larvae 1976 . 28 river erickson percina. caprodes larvae 1976 . 28 river erickson percidae larvae 1976 . 170 river erickson percidae larvae 1976 . 28 river erickson unknown. fish larvae 1976 . 311 river erickson cyprinus. carpio egg 1976 . 2,865 river erickson unknown. fish egg 1976 . 274 notes qc dummy dummy RM# 35902 Table I 1 lefer RM# 35902 Table I 1 lefer RM# 35902 Table I 1 lefer RM# 35902 Table I 1 lefer RM# 35902 Table I 1 lefer RM# 35902 Table I 1 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer RM 35902; Table J 1 & annual total from pg 4 lefer date species imp extrap. factor extrap. imp source qc month Sep 75 . . 0.288888889 0 RM# 35902 Table I 1 lefer Sep 75 Oct 75 . . 0.358198925 0 RM# 35902 Table I 1 lefer Oct 75 Nov 75 . . 0.287916667 0 RM# 35902 Table I 1 lefer Nov 75 Dec 75 bluegill 2 0.771505376 3 RM# 35902 Table I 1 lefer Dec 75 Jan 76 largemouth. bass 1 0.972177419 1 RM# 35902 Table I 1 lefer Jan 76 Feb 76 . . 0.862053571 0 RM# 35902 Table I 1 lefer Feb 76 Mar 76 green. sunfish 1 1 1 RM# 35902 Table I 1 lefer Mar 76 Mar 76 black. crappie 1 1 1 RM# 35902 Table I 1 lefer Apr 76 Apr 76 green. sunfish 1 1 1 RM# 35902 Table I 1 lefer May 76 May 76 . . 1 0 RM# 35902 Table I 1 lefer Jun 76 Jun 76 . . 1 0 RM# 35902 Table I 1 lefer Jul 76 Jul 76 . . 1 0 RM# 35902 Table I 1 lefer Aug 76 Aug 76 bluegill 1 0.097916667 10 RM# 35902 Table I 1 lefer Sep 76 Sampling hours/ month days/ mo hr/ month extrap. factor source QC 208 30 720 0.288888889 RM# 35902 Table I 1 lefer 266.5 31 744 0.358198925 RM# 35902 Table I 1 lefer 207.3 30 720 0.287916667 RM# 35902 Table I 1 lefer 574 31 744 0.771505376 RM# 35902 Table I 1 lefer 723.3 31 744 0.972177419 RM# 35902 Table I 1 lefer 579.3 28 672 0.862053571 RM# 35902 Table I 1 lefer 744.00 31 744 1 RM# 35902 Table I 1 lefer 720.00 30 720 1 RM# 35902 Table I 1 lefer 744.00 31 744 1 RM# 35902 Table I 1 lefer 720.00 30 720 1 RM# 35902 Table I 1 lefer 744.00 31 744 1 RM# 35902 Table I 1 lefer 744.00 31 744 1 RM# 35902 Table I 1 lefer 70.50 30 720 0.097916667 RM# 35902 Table I 1 lefer Number of eggs & larvae entrained x 10 3 species stage 11 Sep 75 02 Oct 75 15 Oct 75 03 Nov 75 02 Dec 75 11 Dec 75 cyprinus. carpio larvae 0 0 0 0 0 0 pimephales. notatus larvae 0 0 0 0 0 0 cyrinidae larvae 0 0 0 0 0 0 cyrinidae larvae 0 0 0 0 0 0 cyrinidae larvae 0 0 0 0 0 0 catostomus. commersoni larvae 0 0 0 0 0 0 catostomidae larvae 0 0 0 0 0 0 ictalurus. natalis larvae 0 0 0 0 0 0 lepomis. spp larvae 0 0 0 0 0 0 micropterus. dolomieue larvae 0 0 0 0 0 0 micropterus. salmoides larvae 0 0 0 0 0 0 centrarchidae larvae 0 0 0 0 0 0 centrarchidae larvae 0 0 0 0 0 0 centrarchidae larvae 0 0 0 0 0 0 centrarchidae larvae 0 0 0 0 0 0 ethestoma. nigrum larvae 0 0 0 0 0 0 percina. caprodes larvae 0 0 0 0 0 0 percidae larvae 0 0 0 0 0 0 percidae larvae 0 0 0 0 0 0 unknown. fish larvae 0 0 0 0 0 0 cyprinus. carpio eggs 0 0 0 0 0 0 unknown. fish eggs 0 0 0 0 0 0 total larvae 0 0 0 0 0 0 total eggs 0 0 0 0 0 0 28 Jan 76 21 Feb 76 30 Mar 76 08 Apr 76 12 Apr 76 15 Apr 76 18 Apr 76 19 Apr 76 23 Apr 76 26 Apr 76 29 Apr 76 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 3 1 0 0 0 0 0 0 0 0 0 0 0 04 May 76 07 May 76 12 May 76 15 May 76 20 May 76 24 May 76 27 May 76 01 Jun 76 04 Jun 76 09 Jun 76 12 Jun 76 0 0 0 0 2 0 0 0 0 27 21 0 0 0 0 0 0 0 11 38 110 111 0 0 0 0 18 0 0 4 2 1 0 0 0 0 0 0 0 0 0 3 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 2 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 4 0 0 2 6 0 0 0 1 0 0 2 0 0 6 3 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 2 1 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 2 3 0 0 0 0 0 0 0 0 0 0 94 0 0 0 0 0 0 0 0 0 0 9 0 0 3 1 0 22 8 0 19 54 153 134 0 0 0 0 0 0 0 0 0 103 0 17 Jun 76 22 Jun 76 25 Jun 76 30 Jun 76 03 Jul 76 13 Jul 76 16 Jul 76 21 Jul 76 24 Jul 76 29 Jul 76 12 Aug 76 6 0 0 0 0 0 0 0 0 0 0 74 0 4 0 20 5 27 61 44 52 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 15 35 10 10 0 13 5 9 0 0 0 0 0 0 0 0 0 0 0 2 0 0 0 3 2 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 3 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2 3 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 84 15 46 17 30 5 40 67 54 54 0 0 0 0 0 0 0 0 0 0 0 0 25 Aug 76 sum extrap. ent source QC 0 57 1,613 RM 35902, Table J 1 lefer 0 557 15,763 RM 35902, Table J 1 lefer 0 25 707 RM 35902, Table J 1 lefer 0 4 113 RM 35902, Table J 1 lefer 0 1 28 RM 35902, Table J 1 lefer 0 6 170 RM 35902, Table J 1 lefer 0 1 28 RM 35902, Table J 1 lefer 0 97 2,745 RM 35902, Table J 1 lefer 0 2 57 RM 35902, Table J 1 lefer 0 5 141 RM 35902, Table J 1 lefer 0 4 113 RM 35902, Table J 1 lefer 0 4 113 RM 35902, Table J 1 lefer 0 14 396 RM 35902, Table J 1 lefer 0 13 368 RM 35902, Table J 1 lefer 0 1 28 RM 35902, Table J 1 lefer 0 1 28 RM 35902, Table J 1 lefer 0 1 28 RM 35902, Table J 1 lefer 0 6 170 RM 35902, Table J 1 lefer 0 1 28 RM 35902, Table J 1 lefer 0 11 311 RM 35902, Table J 1 lefer 0 94 2,865 RM 35902, Table J 1 lefer 0 9 274 RM 35902, Table J 1 lefer 0 811 22,951 RM 35902, pg 4 lefer 0 103 3,139 RM 35902, pg 4 lefer Losses data for the Erickson Station ( Michigan). Cooling water source: Grand River Intake 316( b) Phase III A. Gage, 12/ 2/ 2003 Notes: Impingement data was extrapolated to an annual estimate using the number of sampling hours per month & the total number of hours Entrainment data was extrapolated to an annual estimate using the totals provided on pg. 4 of RM 35902.

QC Not certain the impingement extrapolation is correct. Data entry for imp/ ent agrees with the source document, except where noted.

M. Lefer 3/ 18/ 04 urs per month.


[Federal Register: July 2, 2008 (Volume 73, Number 128)]
[Rules and Regulations]
[Page 38093-38100]
[DOCID:fr02jy08-42]

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Part IV

Securities and Exchange Commission

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17 CFR Parts 210, 228, 229 and 249

Internal Control Over Financial Reporting in Exchange Act Periodic
Reports of Non-Accelerated Filers; Final Rule

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 210, 228, 229 and 249

[Release Nos. 33-8934; 34-58028; File No. S7-06-03]
RIN 3235-AJ64

Internal Control Over Financial Reporting in Exchange Act
Periodic Reports of Non-Accelerated Filers

AGENCY: Securities and Exchange Commission.

ACTION: Final rules.

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SUMMARY: We are adopting amendments to temporary rules that were
published on December 21, 2006, in Release No. 33-8760 [71 FR 76580].
Those temporary rules require companies that are non-accelerated filers
to include in their annual reports, pursuant to rules implementing
section 404(b) of the Sarbanes-Oxley Act of 2002, an attestation report
of their independent auditors on internal control over financial
reporting for fiscal years ending on or after December 15, 2008. Under
the amendments, a non-accelerated filer will be required to file the
auditor's attestation report on internal control over financial
reporting when it files an annual report for a fiscal year ending on or
after December 15, 2009.

DATES: Effective Dates: The amendments are effective September 2, 2008,
except Form 10-QSB will be effective from September 2, 2008 to October
31, 2008; Sec.  228.308T and Form 10-KSB will be effective from
September 2, 2008 to March 15, 2009; and Sec. Sec.  210.2-02T and
229.308T, Form 20-F, Form 40-F, Form 10-Q, and Form 10-K will be
effective from September 2, 2008 to June 30, 2010.

FOR FURTHER INFORMATION CONTACT: Sean Harrison, Special Counsel, Office
of Rulemaking, Division of Corporation Finance, at<PHONE_NUMBER>, U.S.
Securities and Exchange Commission, 100 F Street, NE., Washington, DC
20549-3628.

SUPPLEMENTARY INFORMATION: We are adopting amendments to the following
forms and temporary rules: Rule 2-02T of Regulation S-X,\1\ Item 308T
of Regulations S-K\2\ and S-B,\3\ Item 4T of Form 10-Q,\4\ Item 3A(T)
of Form 10-QSB,\5\ Item 9A(T) of Form 10-K,\6\ Item 8A(T) of Form 10-
KSB,\7\ Item 15T of Form 20-F,\8\ and Instruction 3T of General
Instruction B.(6) of Form 40-F.\9\
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    \1\ 17 CFR 210-2.02T.
    \2\ 17 CFR 229.308T.
    \3\ 17 CFR 228.310T.
    \4\ 17 CFR 249.308a.
    \5\ 17 CFR 249.308b.
    \6\ 17 CFR 249.310.
    \7\ 17 CFR 249.310b.
    \8\ 17 CFR 249.220f.
    \9\ 17 CFR 249.240f.
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I. Background

    In February 2008,\10\ we proposed an extension of the section
404(b) auditor attestation requirement for non-accelerated filers.\11\
This proposal followed an action we took in December 2006\12\ to extend
the dates by which non-accelerated filers must begin to comply with the
internal control over financial reporting (``ICFR'') requirements
mandated by Section 404 of the Sarbanes-Oxley Act of 2002.\13\
Specifically, we postponed for five months, from fiscal years ending on
or after July 15, 2007, to fiscal years ending on or after December 15,
2007, the date by which non-accelerated filers must begin to comply
with the management report requirement in Item 308(a) of Regulation S-
K.\14\ We also postponed to fiscal years ending on or after December
15, 2008, the date by which non-accelerated filers must begin to comply
with the auditor attestation report requirement in Item 308(b) of
Regulation S-K.\15\ We indicated that we would consider further
postponing the auditor attestation report compliance date after
considering the anticipated revisions to the Public Company Accounting
Oversight Board's (``PCAOB'') Auditing Standard No. 2 (``AS No. 2'').
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    \10\ See Release No. 33-8889 (February 1, 2008) [73 FR 7450].
    \11\ Although the term ``non-accelerated filer'' is not defined
in our rules, we use it throughout this release to refer to an
Exchange Act reporting company that does not meet the Rule 12b-2
definition of either an ``accelerated filer'' or a ``large
accelerated filer.''
    \12\ See Release No. 33-8760 (December 15, 2006) [71 FR 76580]
(the ``2006 Release'').
    \13\ 15 U.S.C. 7262.
    \14\ 17 CFR 229.308(a). We effected the postponement, in part,
by adding temporary Item 308T to Regulation S-K. We similarly added
temporary Item 308T to Regulation S-B, but the Commission recently
adopted amendments that will eliminate Regulation S-B effective
March 15, 2009. See Release No. 33-8876 (December 19, 2007) [73 FR
934].
    \15\ 17 CFR 229.308(b).
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    In the 2006 Release, we cited two primary reasons for deferring
implementation of the auditor attestation report requirement for an
additional year after implementation of the management report
requirement. First, we stated that the deferred implementation would
afford non-accelerated filers and their auditors the benefit of
anticipated changes by the PCAOB to AS No. 2, subject to Commission
approval, as well as any implementation guidance that the PCAOB issued
for auditors of smaller public companies.
    Second, we expected a deferred implementation of the auditor
attestation requirement to save non-accelerated filers the full
potential costs associated with the auditor's initial attestation to,
and report on, management's assessment of ICFR during the period that
changes to AS No. 2 were being considered and implemented, and the
PCAOB was formulating guidance specifically for auditors of smaller
public companies. Public commenters previously have asserted that the
ICFR compliance costs are likely to be disproportionately higher for
smaller public companies than larger ones, and that the auditor's fee
represents a large percentage of those costs.\16\
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    \16\ See, for example, letters of American Electronics
Association, International Association of Small Broker-Dealers and
Advisers, Small Business Entrepreneurship Council, and the Silicon
Valley Leadership Group, Committee on Capital Markets Regulation on
Release No. 33-8762 (December 20, 2006) [71 FR 77635], File No. S7-
24-06.
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    On June 20, 2007, we approved the issuance of interpretive guidance
regarding management's report on ICFR\17\ and adopted rule
amendments\18\ to help public companies strengthen their ICFR
evaluations while reducing unnecessary costs. The interpretive release
provided guidance for management on how to conduct an evaluation of the
effectiveness of a company's ICFR. The guidance sets forth an approach
by which management can conduct a top-down, risk-based evaluation of
ICFR.
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    \17\ Release No. 33-8810 (Jun. 20, 2007) [72 FR 35324].
    \18\ Release No. 33-8809 (Jun. 20, 2007) [72 FR 35310]. The rule
amendments, among other things, provided that an evaluation that
complies with our interpretive guidance is one way to satisfy the
annual ICFR evaluation requirement in Exchange Act Rules 13a-15(c)
and 15d-15(c) [17 CFR 240.13a-15(c) and 240.15d-15(c)].
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    In addition, on July 25, 2007, we approved the PCAOB's Auditing
Standard No. 5 (``AS No. 5''), which replaced AS No. 2. The new
standard sets forth the professional standards and related performance
guidance for independent auditors to attest to, and report on,
management's assessment of the effectiveness of ICFR. Our management
guidance, in combination with AS No. 5, is intended to make evaluations
of ICFR and ICFR audits more effective and efficient by being risk-
based and scalable to a company's size and complexity.
    On February 1, 2008, we proposed a one-year extension of the
Section 404(b)

auditor attestation requirement for non-accelerated filers in view of
the fact that there were still some additional actions that the
Commission and PCAOB intended to take with respect to implementation of
the section 404 requirements, and of concerns expressed by some about
the orderly and efficient implementation of the ICFR requirements.\19\
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    \19\ See, for example, the May 8, 2007, letter to Chairman
Christopher Cox and Chairman Mark Olson from Senator John Kerry,
Chairman, Senate Committee on Small Business and Entrepreneurship,
and Senator Olympia Snowe, Ranking Member, Senate Committee on Small
Business and Entrepreneurship, available at http://sbc.senate.gov/
lettersout/070508-SEC-PCAOB-HearingFollowUp.pdf; hearing on
``Sarbanes-Oxley Section 404: New Evidence on the Costs for Small
Businesses,'' House Committee on Small Business (December 12, 2007);
and the July 12, 2007, letter from Sharon Haeger, America's
Community Bankers, on Release No. 34-55876 [72 FR 32340], File No.
PCAOB 2007-02, available at http://www.sec.gov/comments/pcaob-2007-
02/pcaob200702.shtml.
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    One of these actions is the PCAOB's issuance of final staff
guidance on auditing ICFR of smaller public companies. On October 17,
2007, the PCAOB published preliminary staff guidance that demonstrates
how auditors can apply the principles described in AS No. 5 and
provides examples of approaches to particular issues that might arise
in the audits of smaller, less complex public companies.\20\ Topics
discussed in the PCAOB's guidance include: entity-level controls, risk
of management override, segregation of duties and alternative controls,
information technology controls, financial reporting competencies, and
testing controls with less formal documentation. The comment period on
the PCAOB's guidance ended on December 17, 2007, and the PCAOB is
working on the final guidance.
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    \20\ See ``An Audit of Internal Control that is Integrated with
an Audit of the Financial Statements: Guidance for Auditors of
Smaller Companies,'' (October 17, 2007), available at http://
www.pcaobus.org.
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    Another action involves a study that we are undertaking to help
determine whether our new management guidance on evaluating ICFR and AS
No. 5 are having the intended effect of facilitating more cost-
effective ICFR evaluations and audits for smaller reporting companies.
Our study plan includes gathering new data from a broad array of
companies about the costs and benefits of compliance with the ICFR
requirements. The study will pay special attention to those smaller
companies that are complying with the ICFR requirements for the first
time.
    One part of the study will consist of a web-based survey of all
companies to which the section 404 requirements apply. Participation in
this survey will be voluntary. Another part of the study will involve
the Commission staff conducting in-depth interviews of a small number
of interested parties. We are targeting the fall of 2008 for the
initial release of findings.
    We have received letters from a total of 67 commenters on the
proposal to further extend the section 404(b) auditor attestation
requirement for non-accelerated filers.\21\ Approximately half of the
commenters supported the proposed one-year extension,\22\ and half
opposed a further delay in compliance with the section 404(b)
requirements by non-accelerated filers.\23\ Many of the commenters that
supported the proposed extension agreed that the one-year deferral was
appropriate in light of our upcoming study. Absent the extension that
we are granting in this release, many non-accelerated filers would have
begun to incur independent auditor costs for fiscal years ending on or
after December 15, 2008, before we had the opportunity to observe
whether further action to improve the effectiveness and efficiency of
section 404 implementation is warranted. In addition, several
commenters that supported the proposed extension also believed the
extension was necessary to provide additional time for companies and
their auditors to consider the PCAOB's guidance on the ICFR audits of
smaller public companies.\24\ Another commenter,\25\ while neither
supporting nor opposing the proposed extension, suggested that the
Commission should limit the extension to companies that qualify as a
``smaller reporting company'' under Exchange Act Rule 12b-2.\26\
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    \21\ The public comments we received are available for
inspection in the Commission's Public Reference Room at 100 F
Street, NE., Washington DC 20549 in File No. S7-06-03. They are also
available on-line at http://www.sec.gov/rules/proposed/s70603.shtml.
Of the 67 commenters, 49 were graduate and undergraduate students at
the University of Wisconsin-La Crosse. More than half of the
students opposed the proposed extension.
    \22\ See, for example, letters from the U.S. Chamber of
Commerce, First National Bank of Groton (NY), Mark Hart, Independent
Community Bankers of America (``ICBA''), International Association
of Small Broker Dealers and Advisors (``IASBD''), Kyle Kaja, George
Merkl, New York State Society of Certified Public Accountants
(``NYSSCPA''), Melissa Palmer, Maria Romundstad, the Office of
Advocacy of the Small Business Administration (``SBA''), Small
Business and Entrepreneurship Council (``SBEC''), David Tews and
Jordan Walt.
    \23\ See, for example, letters from Kevin Burgess, California
Public Employees' Retirement System (``CalPERS''), Council of
Institutional Investors (``CII''), Daniel DeGier, Christopher Fearn,
Jared Galassini and Anna Wildenberg.
    \24\ See, for example, letters from the U.S. Chamber of
Commerce, ICBA and Nicole Nederloe.
    \25\ See letter from Ernst & Young LLP(``E&Y'').
    \26\ See 17 CFR 240.12b-2. Although there is considerable
overlap between companies that meet the definition of a ``smaller
reporting company'' in Exchange Act Rule 12b-2 and companies that
are non-accelerated filers because they fall outside the definitions
of ``accelerated filer'' and ``large accelerated filer,'' the terms
``smaller reporting company'' and ``non-accelerated filer'' are not
synonymous. For example, a company that has publicly issued a class
of debt securities, but does not have a class of equity securities
outstanding would be a non-accelerated filer even though it may not
meet the definition of a ``smaller reporting company.'' Many
companies that are debt-only issuers, however, are subsidiaries of
larger public companies that meet the definition of accelerated
filer or large accelerated filer. Therefore, we do not believe it
necessary for purposes of this extension to make a distinction
between non-accelerated filers and smaller reporting companies.
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    Many of the commenters opposed to the proposed extension thought
that non-accelerated filers have had adequate time to prepare for full
compliance with the Section 404 requirements.\27\ Several commenters
opposed to the proposed extension also claimed that it was unnecessary
for the Commission to undertake a study because several studies on the
topic already have been completed, including some studies that reported
evidence from surveys.\28\
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    \27\ See, for example, the letters from CII, Jared Galassini,
Joshua Pike, and Jennifer Welsh.
    \28\ See, for example, the letters from CII and Michael
Tolvstad.
---------------------------------------------------------------------------

    We believe that an additional one-year deferral of the auditor
attestation requirement is appropriate so that non-accelerated filers
do not incur unnecessary compliance costs. An additional one-year
deferral will allow these companies additional time to consider the
PCAOB's guidance on ICFR audits of smaller public companies when it is
finalized, as well as additional time for the auditors of non-
accelerated filers to incorporate such guidance in their planning and
conduct of their ICFR audits for 2009. The planned study is designed to
elicit information on the recent compliance experiences of companies
that is not available in the various earlier studies, including those
that use evidence from surveys.\29\
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    \29\ A key objective of the planned survey is to enable the
Commission staff to evaluate any response bias that might cause the
responses to over-represent the experiences of a particular sub-
sample of companies, as opposed to the companies that are affected
by the Section 404 requirements more generally.
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II. Extension of Auditor Attestation Compliance Date for Non-
Accelerated Filers

    After consideration of the public comments that were received, we
are adopting the one-year extension of the auditor attestation report
requirement

substantially as proposed. We are amending Item 308T of Regulations S-K
and S-B, Rule 2-02T of Regulation S-X, and Forms 10-Q, 10-K, 20-F and
40-F to require non-accelerated filers to provide their auditor's
attestation in their annual reports filed for fiscal years ending on or
after December 15, 2009. A non-accelerated filer will continue to be
required to state in its management report on ICFR that the company's
annual report does not include an auditor attestation report.\30\
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    \30\ See Items 308T(a)(4) of Regulations S-K and S-B.
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    In the Proposing Release, we also requested comment on whether
management's report on ICFR should be ``filed'' rather than
``furnished'' and not be subject to liability under Section 18 of the
Exchange Act \31\ during the second year of a non-accelerated filer's
compliance with the ICFR requirements under section 404(a) if we
adopted the proposed extension. Two commenters argued that we should
discontinue treating the management report on ICFR as ``furnished''
rather than ``filed'' because the protection was not needed for the
second year of the section 404(b) extension \32\ Three commenters
believed that we should continue to allow the management report on ICFR
of non-accelerated filers to be ``furnished'' rather than ``filed''
because non-accelerated filers should not be subject to liability under
Section 18 until such time that they have had their ICFR attested to by
their auditor.\33\
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    \31\ Section 18 of the Exchange Act [15 U.S.C. 78r] imposes
liability on any person who makes or causes to be made in any
application or report or document filed under the Act, or any rule
thereunder, any statement that ``was at the time and in the light of
the circumstances under which it was made false or misleading with
respect to any material fact.'' As a result of the temporary Item
308T of Regulation S-K and S-B and the temporary amendments to Forms
20-F and 40-F, however, during the applicable periods, management's
report would be subject to liability under this section only in the
event that a non-accelerated filer specifically states that the
report is to be considered ``filed'' under the Exchange Act or
incorporates it by reference into a filing under the Securities Act
or the Exchange Act.
    \32\ See letters from CalPERS and E&Y.
    \33\ See letters from the U.S. Chamber of Commerce, CommBancorp,
Inc. and George Merkl.
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    We recognize that a non-accelerated filer that files only a
management report on ICFR may become subject to more second-guessing as
a result of separating the management and auditor reports. Management
may conclude that the company's ICFR is effective when the management
report is filed without the auditor's attestation report, but the
company's auditor may come to a contrary conclusion in its report filed
in a subsequent year, and as a result, the company's previous
assessment may be called into question. To reduce the liability risk
associated with such second-guessing, we believe that until such time
as non-accelerated filers are required to comply with both the section
404(a) and 404(b) requirements, it is reasonable to continue the
temporary liability distinction and treat the management report as
``furnished'' rather than ``filed.'' Therefore, we also have decided to
extend the amendments that cause a non-accelerated filer's management
report on ICFR to be ``furnished'' rather than ``filed.'' Of course,
material misstatements or omissions in management's report on ICFR,
regardless of whether the report is ``furnished'' or ``filed,'' are
subject to liability under section 10(b) and Rule 10b-5 under the
Exchange Act.\34\
---------------------------------------------------------------------------

    \34\ See 15 U.S.C. 78j(b) and 17 CFR 240.10b-5.
---------------------------------------------------------------------------

    The revised compliance dates for the Section 404 internal control
requirements are presented in the table below:

------------------------------------------------------------------------
                               Compliance dates for the internal control
                                 over financial reporting requirements
                             -------------------------------------------
        Filer status                                 Auditor attestation
                              Management report on     on management's
                                      ICFR             report on ICFR
------------------------------------------------------------------------
U.S. Issuer:
    Non-accelerated filer     Annual reports for    Annual reports for
     (public float under $75   fiscal years ending   fiscal years ending
     million).                 on or after           on or after
                               December 15, 2007.    December 15, 2009.
    Large accelerated filer   Annual reports for    Annual reports for
     and accelerated filer     fiscal years ending   fiscal years ending
     (public float above $75   on or after           on or after
     million).                 November 15, 2004.    November 15, 2004.
Foreign private issuer:
    Non-accelerated filer     Annual reports for    Annual reports for
     (public float under $75   fiscal years ending   fiscal years ending
     million).                 on or after           on or after
                               December 15, 2007.    December 15, 2009.
    Accelerated filer         Annual reports for    Annual reports for
     (public float above $75   fiscal years ending   fiscal years ending
     million and below $700    on or after July      on or after July
     million).                 15, 2006.             15, 2007.
    Large accelerated filer   Annual reports for    Annual reports for
     (public float above       fiscal years ending   fiscal years ending
     $700 million).            on or after July      on or after July
                               15, 2006.             15, 2006.
U.S. or foreign private
 issuer:
    Newly public company....  Second annual report  Second annual
                                                     report.
------------------------------------------------------------------------

III. Paperwork Reduction Act

    In connection with our original proposal and adoption of the rules
and amendments implementing the section 404 requirements,\35\ we
submitted cost and burden estimates of the collection of information
requirements of the amendments to the Office of Management and Budget
(``OMB''). We published a notice requesting comment on the collection
of information requirements in the proposing release for the rule
amendments. We submitted these requirements to the OMB for review in
accordance with the Paperwork Reduction Act of 1995 (``PRA'') \36\ and
received approval of these estimates. We do not believe that the
amendments will result in any change in the collection of information
requirements of the amendments implementing section 404 and we received
no comments suggesting the amendments would result in any change.
Therefore, we are not revising our PRA burden and cost estimates
submitted to the OMB.
---------------------------------------------------------------------------

    \35\ See Release No. 33-8138 (October 22, 2002) [67 FR 66208]
and Release No. 33-8238 (June 5, 2003) [68 FR 36636].
    \36\ 44 U.S.C. 3501 et seq. and 5 CFR 1320.11.
---------------------------------------------------------------------------

IV. Cost-Benefit Analysis

A. Benefits

    The amendments will postpone for one year the date by which a non-
accelerated filer must begin to include in its annual report an auditor
attestation report on management's assessment of internal control over
financial reporting. As a result, non-accelerated filers will be
required to complete only management's assessment in the first and
second year

of their compliance with the section 404 requirements.
    We are undertaking a study to help assess whether the new
management guidance and AS No. 5 are having the intended effect of
facilitating more effective and efficient ICFR evaluations and audits
for smaller reporting companies. Our interpretive guidance for
management and AS No. 5 were designed to make management evaluations
and ICFR audits more effective and efficient. We believe that an
additional one-year deferral of the auditor attestation report
requirement will benefit investors in non-accelerated filers by helping
those smaller companies avoid incurring unnecessary compliance costs as
we determine whether further action to improve the effectiveness and
efficiency of section 404 implementation is warranted. In addition, we
believe that investors in non-accelerated filers may experience
benefits from the following economic effects of the extension:
     Auditors of non-accelerated filers will have significantly
more time to conform their ICFR audit approach to meet the requirements
of AS No. 5, and to consider the PCAOB's guidance for auditors of
smaller public companies; \37\ and
---------------------------------------------------------------------------

    \37\ Several commenters also noted this benefit. See, for
example, letters from the Chamber of Commerce and ICBA.
---------------------------------------------------------------------------

     Non-accelerated filers will have additional time to focus
on their approach for evaluating and reporting on the effectiveness of
ICFR. This may facilitate their efforts to develop best practices and
efficiencies in preparing the management report prior to becoming
subject to the auditor attestation report requirement.

B. Costs

    Under the amendments, investors in non-accelerated filers will have
to wait longer than they would in the absence of the deferral for the
assurances provided by the attestation report by the companies' auditor
on management's report on ICFR. For example, several commenters
expressed concern that the amendments may reduce investor confidence in
non-accelerated filers.\38\ However, we believe that the risk that some
investors may lose confidence in non-accelerated filers is small
because the management reports on ICFR of these companies, while not
subject to liability under section 18 of the Exchange, will continue to
be subject to other liability provisions of the Exchange Act.
---------------------------------------------------------------------------

    \38\ See letters from CalPERS, Hang Bui, John DeGoey, Jared
Galassini, Stacy Lulloff, Anthony Morgan, Joshua Pike, Brandon
Wagner and Jennifer Welsh.
---------------------------------------------------------------------------

    The amendments may also increase the risk that, without the
auditor's attestation, some non-accelerated filers may erroneously
conclude that the company's ICFR is effective, when an ICFR audit might
reveal that it is not effective. Two commenters argued the amendments
could increase the risk that a weakness in a company's ICFR would not
be detected or might be concealed from investors.\39\ In addition, some
companies may conduct an assessment that is not as thorough, careful
and as appropriate to the company's circumstances as they would perform
if the auditor were also conducting an audit of ICFR.
---------------------------------------------------------------------------

    \39\ See letters from E&Y and Michael Tolvstad.
---------------------------------------------------------------------------

    No commenter provided cost estimates for the proposed extension.
Several commenters, however, referred to costs estimates prepared by a
number of sources regarding the costs of section 404 compliance
generally.\40\ As mentioned above, we are undertaking our own study in
part because these prior cost estimates do not reflect the recent
efforts to make section 404 compliance more efficient.
---------------------------------------------------------------------------

    \40\ See, for example, letters from CII and the SBA.
---------------------------------------------------------------------------

V. Consideration of Impact on the Economy, Burden on Competition and
Promotion of Efficiency, Competition and Capital Formation

    Section 23(a)(2) of the Exchange Act \41\ requires us, when
adopting rules under the Exchange Act, to consider the impact that any
new rule would have on competition. Section 23(a)(2) prohibits us from
adopting any rule that would impose a burden on competition not
necessary or appropriate in furtherance of the purposes of the Exchange
Act. In addition, section 2(b) \42\ of the Securities Act and section
3(f) \43\ of the Exchange Act require us, when engaging in rulemaking
where we are required to consider or determine whether an action is
necessary or appropriate in the public interest, to also consider
whether the action will promote efficiency, competition, and capital
formation.
---------------------------------------------------------------------------

    \41\ 15 U.S.C. 78w(a).
    \42\ 15 U.S.C. 77b(b).
    \43\ 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    We believe that the additional one-year delay of the auditor
attestation report requirement will promote efficiency and capital
formation by helping reduce inefficiencies and transition costs for
non-accelerated filers. Several commenters stated that the proposed
extension would help smaller companies reduce the overall costs
associated with the ICFR requirements.\44\ In addition, the delay will
provide us with the opportunity to evaluate whether the new management
guidance and AS No. 5 are having the intended effect of facilitating
more effective and efficient ICFR evaluations and audits and to observe
whether further action is needed to improve the effectiveness and
efficiency of section 404 before non-accelerated filers begin to incur
costs. We expect the additional one-year deferral of the auditor
attestation requirement to increase efficiency by providing more time
for non-accelerated filers to prepare for compliance with the section
404 requirements and by affording these companies and their auditors
time to consider the PCAOB's small company ICFR audit guidance.
Increased efficiency may promote capital formation and thereby benefit
investors. However, we acknowledge that the deferral of the auditor
attestation requirement may cause some investors to lose confidence in
non-accelerated filers, which could make it more difficult for these
companies to raise capital in the public markets.
---------------------------------------------------------------------------

    \44\ See, for example, letters from U.S. Chamber of Commerce and
ICBA.
---------------------------------------------------------------------------

    It is possible that a competitive impact could result from the
differing treatment of non-accelerated filers and larger companies that
already have been complying with the section 404 requirements, but we
did not receive any comments suggesting that this type of impact has
occurred as a result of the prior extension or otherwise specifically
addressing the effect of the extension on competition.

VI. Final Regulatory Flexibility Analysis

    We have prepared this Final Regulatory Flexibility Analysis
(``FRFA'') in accordance with section 603 of the Regulatory Flexibility
Act.\45\ This FRFA relates to amendments to the following temporary
provisions: Item 308T of Regulations S-K and S-B, Rule 2-02T of
Regulation S-X, Item 4T of Form 10-Q, Item 3A(T) of Form 10-QSB, Item
9A(T) of Form 10-K, Item 8A(T) of Form 10-KSB, Item 15T of Form 20-F,
and Instruction 3T of General Instruction B.(6) of Form 40-F. Prior to
these amendments, a non-accelerated filer was scheduled to start
providing its auditor's attestation report on ICFR in its annual report
for a fiscal year ending on or after December 15, 2008. We are amending
these forms and temporary rules to require a non-accelerated filer to
start providing the auditor attestation report on ICFR in its

annual reports for fiscal years ending on or after December 15, 2009.
---------------------------------------------------------------------------

    \45\ 5 U.S.C. 603.
---------------------------------------------------------------------------

A. Reasons for, and Objectives of, the Amendments

    The Commission is undertaking a study to assess whether the new
management guidance and AS No. 5 are having the intended effect of
facilitating more effective and efficient ICFR evaluations and audits
for smaller reporting companies. We are amending our forms and
temporary rules to defer implementation of the auditor attestation
report requirement for non-accelerated filers for an additional year
for the following primary reasons:
     To enable non-accelerated filers more time to gain
efficiencies in management's evaluation of the effectiveness of
internal control over financial reporting;
     To provide the Commission with time to review the findings
of its study and to consider whether further action to improve the
effectiveness and efficiency of Section 404 implementation is
warranted;
     To provide the PCAOB time to promulgate its guidance for
ICFR audits of smaller public companies in final form; and
     To provide the auditors of non-accelerated filers
additional time to consider such guidance.
    The amendments aim to further the goals of the Sarbanes-Oxley Act
to enhance the quality of public company disclosure concerning the
company's internal control over financial reporting and increase
investor confidence in the financial markets.

B. Significant Issues Raised by Public Comment

    In the Proposing Release, we requested comment on the number of
small entity issuers that may be affected, the existence or nature of
the potential impact and how to quantify the impact of the amendments.
As mentioned above, several commenters believed that the extension
would help smaller companies reduce the overall costs associated with
the ICFR requirements,\46\ but other commenters argued that a further
delay may affect investor confidence in the ICFR of smaller
companies.\47\ We did receive data from the Office of Advocacy of the
Small Business Administration on the general costs of compliance
related to implementation of the section 404 requirements.\48\ However,
this data did not address the costs of delayed implementation, and we
are conducting our own study to assess the costs that reflect our
recent efforts to make section 404 compliance more efficient.\49\
---------------------------------------------------------------------------

    \46\ See footnote 44 above.
    \47\ See footnote 38 above.
    \48\ See letter from SBA.
    \49\ The SBA also recommended that we use the results of our
Section 404 study to update the Final Regulatory Flexibility Act
analysis of the internal control reporting requirements included in
the original 2003 release adopting the rules implementing section
404 (Release No. 33-8238 [68 FR 36636]). In evaluating the
efficiency and effectiveness of the section 404 requirements, we
will look to the results of our study, as well as other information.
We will also consider the results of our study when we conduct a
review under section 610 of the Regulatory Flexibility Act.
---------------------------------------------------------------------------

C. Small Entities Subject to the Amendments

    The amendments will affect some issuers that are small entities.
Exchange Act Rule 0-10(a) \50\ defines an issuer, other than an
investment company, to be a ``small business'' or ``small
organization'' if it had total assets of $5 million or less on the last
day of its most recent fiscal year. We estimate that there are
approximately 1,100 issuers, other than registered investment
companies, that may be considered small entities. The amendments will
apply to any small entity that is subject to reporting under either
section 13(a) or 15(d) of the Exchange Act. One commenter recommended
that we use the definition of ``smaller reporting company'' \51\ in
Securities Act Rule 405 \52\ and Exchange Act Rule 12b-2 \53\ to define
``small entity'' for purposes of the FRFA.\54\ Although, we are not
proposing any amendments to the definition of small entity in Exchange
Act Rule 0-10(a) at this time, we will consider in the future whether
any revisions to this definition are warranted.
---------------------------------------------------------------------------

    \50\ 17 CFR 240.0-10(a).
    \51\ A ``small reporting company'' is defined as an issuer that
is not an investment company, an asset-backed issuer (as defined in
17 CFR 229.1101), or a majority-owned subsidiary of a parent that is
not a smaller reporting company and that: (1) Had a public float of
less than $75 million as of the last business day of its most
recently completed second fiscal quarter, computed by multiplying
the aggregate worldwide number of shares of its voting and non-
voting common equity held by non-affiliates by the price at which
the common equity was last sold, or the average of the bid and asked
prices of common equity, in the principal market for the common
equity; or (2) In the case of an initial registration statement
under the Securities Act or Exchange Act for shares of its common
equity, had a public float of less than $75 million as of a date
within 30 days of the date of the filing of the registration
statement, computed by multiplying the aggregate worldwide number of
such shares held by non-affiliates before the registration plus, in
the case of a Securities Act registration statement, the number of
such shares included in the registration statement by the estimated
public offering price of the shares; or (3) In the case of an issuer
whose public float as calculated under (1) or (2) was zero, had
annual revenues of less than $50 million during the most recently
completed fiscal year for which audited financial statements are
available.
    \52\ 17 CFR 230.405.
    \53\ 17 CFR 240.12b-2.
    \54\ See letter from SBA.
---------------------------------------------------------------------------

D. Reporting, Recordkeeping, and Other Compliance Requirements

    The amendments will alleviate reporting and compliance burdens by
postponing by an additional year the date by which non-accelerated
filers must begin to comply with the auditor attestation report on ICFR
in their annual reports.

E. Agency Action To Minimize Effect on Small Entities

    The Regulatory Flexibility Act directs us to consider alternatives
that would accomplish our stated objectives, while minimizing any
significant adverse impact on small entities. In connection with the
amendments, we considered the following alternatives:
     Establishing different compliance or reporting
requirements or timetables that take into account the resources
available to small entities;
     Clarifying, consolidating or simplifying compliance and
reporting requirements under the rules for small entities;
     Using performance rather than design standards; and
     Exempting small entities from all or part of the
requirements.
    In connection with the amendments, we considered several of these
alternatives. One commenter recommended that we should consider a two-
year extension for larger non-accelerated filers and a three-year
extension for non-accelerated filers that had market capitalizations of
$25 million or less.\55\ The amendments establish a different
compliance and reporting timetable for non-accelerated filers and small
entities from that of other companies.
---------------------------------------------------------------------------

    \55\ See letter from IASBD.
---------------------------------------------------------------------------

    As discussed above, the amendments are designed to allow non-
accelerated filers to avoid incurring unnecessary compliance costs
before we have the benefit of analyzing the results of our section 404
study, and to provide non-accelerated filers and their auditors with
time to consider, and integrate the concepts in the forthcoming PCAOB
smaller company ICFR audit guidance. We anticipate that one year should
adequate.
    We believe that the amendments will promote the primary goal of
enhancing the quality of reporting and increasing investor confidence
in the fairness and integrity of the securities markets. Exempting
small entities entirely from

the requirements of section 404(b) may be contrary to this goal.
    An exemption from the amendments delaying compliance with the
auditor attestation requirement, on the other hand, would be
inconsistent with one of the goals of our study to determine whether
further action to improve the effectiveness and efficiency of section
404 implementation is warranted before smaller companies have begun to
incur independent auditor costs to perform integrated audits of their
financial statements and ICFR.

VII. Statutory Authority and Text of the Amendments

    The amendments described in this release are adopted under the
authority set forth in section 19 of the Securities Act, Sections 3,
12, 13, 15, 23 and 36 of the Exchange Act, and sections 3(a) and 404 of
the Sarbanes-Oxley Act.

List of Subjects

17 CFR Part 210

    Accountants, Accounting, Reporting and recordkeeping requirements,
Securities.

17 CFR Part 228

    Reporting and recordkeeping requirements, Securities, Small
businesses.

17 CFR Parts 229 and 249

    Reporting and recordkeeping requirements, Securities.

Text of Amendments

0
For the reasons set out in the preamble, the Commission is amending
title 17, chapter II, of the Code of Federal Regulations as follows:

PART 210--FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL
STATEMENTS, SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF
1934, PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, INVESTMENT
COMPANY ACT OF 1940, INVESTMENT ADVISERS ACT OF 1940, AND ENERGY
POLICY AND CONSERVATION ACT OF 1975

0
1. The authority citation for part 210 continues to read as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77aa(25), 77aa(26), 78c, 78j-1, 78l, 78m, 78n, 78o(d), 78q, 78u-5,
78w(a), 78ll, 78mm, 80a-8, 80a-20, 80a-29, 80a-30, 80a-31, 80a-
37(a), 80b-3, 80b-11, 7202, 7218 and 7262, unless otherwise noted.

0
2. Section 210.2-02T is amended by:
0
a. Removing paragraphs (a) and (b), and redesignating paragraphs (c)
and (d) as paragraphs (a) and (b);
0
b. Revising the date ``December 15, 2008'' in newly redesignated
paragraph (a) to read ``December 15, 2009''; and
0
c. Revising newly redesignated paragraph (b).
    The revision reads as follows:

Sec.  210.2-02T  Accountants' reports and attestation reports on
internal control over financial reporting.

* * * * *
    (b) This section expires on June 30, 2010.

PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS

0
3. The authority citation for part 228 continues to read, in part, as
follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn,
77sss, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll, 78mm, 80a-8, 80a-29,
80a-30, 80a-37, 80b-11, and 7201 et. seq., and 18 U.S.C. 1350.
* * * * *

0
4. Section 228.308T is amended by revising the ``Note to Item 308T''
and paragraph (c) to read as follows:

Sec.  228.308T  (Item 308T) Internal control over financial reporting.

    Note to Item 308T: This is a special temporary section that
applies only to a fiscal period ending on or after December 15, 2007
but before March 15, 2009.

* * * * *
    (c) This temporary Item 308T, and accompanying note and
instructions, will expire on March 15, 2009.

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND
CONSERVATION ACT OF 1975--REGULATION S-K

0
5. The authority citation for part 229 continues to read, in part, as
follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj,
77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll,
78mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-31(c), 80a-37, 80a-
38(a), 80a-39, 80b-11, and 7201 et. seq.; and 18 U.S.C. 1350, unless
otherwise noted.
* * * * *
0
6. Section 229.308T is amended by revising the ``Note to Item 308T''
and paragraph (c) to read as follows:

Sec.  229.308T  (Item 308T) Internal control over financial reporting.

    Note to Item 308T: This is a special temporary section that
applies only to a registrant that is neither a ``large accelerated
filer'' nor an ``accelerated filer'' as those terms are defined in
Sec.  240.12b-2 of this chapter and only with respect to a fiscal
period ending on or after December 15, 2007, but before December 15,
2009.

* * * * *
    (c) This temporary Item 308T, and accompanying note and
instructions, will expire on June 30, 2010.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
7. The general authority citation for Part 249 is revised to read as
follows:

    Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; and 18 U.S.C.
1350, unless otherwise noted.
* * * * *

0
8. Form 20-F (referenced in Sec.  249.220f), Part II, Item 15T is
amended by:
0
a. Revising the date ``December 15, 2008'' in paragraph (2) to the
``Note to Item 15T'' to read ``December 15, 2009''; and
0
b. Revising the date ``June 30, 2009'' in paragraph (d) to read ``June
30, 2010''.

    Note: The text of Form 20-F does not, and this amendment will
not, appear in the Code of Federal Regulations.

0
9. Form 40-F (referenced in Sec.  249.240f) is amended by:
0
a. Revising the date ``December 15, 2008'' in ``Instruction 3T(2)'' to
the ``Instructions to paragraphs (b), (c), (d) and (e) of General
Instruction B.(6)'' to read ``December 15, 2009''; and
0
b. Revising the date ``June 30, 2009'' in the paragraph following
``Instruction 3T'' to the ``Instructions to paragraphs (b), (c), (d)
and (e) of General Instruction B.(6)'' to read ``June 30, 2010''.

    Note: The text of Form 40-F does not, and this amendment will
not, appear in the Code of Federal Regulations.

0
10. Form 10-Q (referenced in Sec.  249.308a) is amended by revising
Item 4T to Part I to read as follows:

    Note: The text of Form 10-Q does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 10-Q

* * * * *

PART I--FINANCIAL INFORMATION

* * * * *

Item 4T. Controls and Procedures

    (a) If the registrant is neither a large accelerated filer nor an
accelerated filer as those terms are defined in Sec.  240.12b-2 of this
chapter, furnish the

information required by Items 307 and 308T(b) of Regulation S-K (17 CFR
229.307 and 229.308T(b)) with respect to a quarterly report that the
registrant is required to file for a fiscal year ending on or after
December 15, 2007, but before December 15, 2009.
    (b) This temporary Item 4T will expire on June 30, 2010.
* * * * *

0
11. Form 10-QSB (referenced in Sec.  249.308b) is amended by revising
Item 3A(T) to Part I to read as follows:

    Note: The text of Form 10-QSB does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 10-QSB

* * * * *

PART I--FINANCIAL INFORMATION

* * * * *

Item 3A(T). Controls and Procedures

    (a) Furnish the information required by Items 307 and 308T(b) of
Regulation S-B (17 CFR 228.307 and 228.308T(b)) with respect to a
quarterly report that the small business issuer is required to file for
a fiscal year ending on or after December 15, 2007, but before October
31, 2008.
    (b) This temporary Item 3A(T) will expire on October 31, 2008.
* * * * *
0
12. Form 10-K (referenced in Sec.  249.310) is amended by:
0
a. Revising the date ``December 15, 2008'' in paragraph (a) to Item
9A(T) to Part II to read ``December 15, 2009''; and
0
b. Revising the date ``June 30, 2009'' in paragraph (b) to Item 9A(T)
to Part II to read ``June 30, 2010''.

    Note: The text of Form 10-K does not, and this amendment will
not, appear in the Code of Federal Regulations.

0
13. Form 10-KSB (referenced in Sec.  249.310b) is amended by revising
the dates ``December 15, 2008'' in paragraph (a), and ``June 30, 2009''
in paragraph (b) to Item 8A(T) to Part II to read ``March 15, 2009''.

    Note: The text of Form 10-KSB does not, and this amendment will
not, appear in the Code of Federal Regulations.

    By the Commission.

    Dated: June 26, 2008.
Florence E. Harmon,
Acting Secretary.
 [FR Doc. E8-14942 Filed 7-1-08; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register Volume 80, Number 244 (Monday, December 21, 2015)]
[Notices]
[Pages 79386-79387]
[FR Doc No: 2015-31924]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76653; File No. SR-MSRB-2015-13]

Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule
Change To Amend Forms G-37, G-37x and G-38t To Change the MSRB's
Address on the Forms

December 15, 2015.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act'' or ``Exchange Act'') \1\ and Rule 19bb-4-4 thereunder,\2\
notice is hereby given that on December 4, 2015, the Municipal
Securities Rulemaking Board (the ``MSRB'' or ``Board'') 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 prepared by the MSRB. 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 240.19bb-4-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The MSRB filed with the Commission a proposed rule change to amend
Forms G-37, G-37x and G-38t to change the MSRB's address on the forms
(the ``proposed rule change''). The MSRB has designated the proposed
rule change as concerned solely with the administration of the self-
regulatory organization under paragraph (f)(3) of Rule 19bb-4-4 under
the Act,\3\ which renders the proposal effective upon receipt of this
filing by the Commission. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \3\ 17 CFR 240.19bb-4-4(f)(3).
---------------------------------------------------------------------------

    The text of the proposed rule change is available on the MSRB's Web
site at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2015-Filings.aspx, at the MSRB's principal office, and at the Commission's
Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the MSRB 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 MSRB 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
    As of December 14, 2015, the MSRB is re-locating its offices from
1900 Duke Street, Suite 600, Alexandria, VA 22314, to 1300 I Street
NW., Suite 1000, Washington DC 20005-3314 (the ``MSRB's new address'').
Currently, brokers, dealers and municipal securities dealers
(``dealers'') submitting Form G-37 or Form G-37x pursuant to MSRB Rule
G-37, on political contributions and prohibitions on municipal
securities business,\4\ or Form G-38t, pursuant to MSRB Rule G-38, on
solicitation of municipal securities business,\5\ may submit these
forms to the MSRB either electronically, via a web submission portal,
or in paper form to the MSRB's address. The MSRB proposes to amend
Forms G-37, G-37x and G-38t solely to change the address of the MSRB on
the forms to reflect the MSRB's new address, so that dealers that mail
any of the forms to the MSRB will be apprised by the form of the
correct address.
---------------------------------------------------------------------------

    \4\ Rule G-37 requires dealers to disclose to the MSRB on Form
G-37 information about certain: Contributions to officials of an
issuer; payments to political parties of states or political
subdivisions; contributions to bond ballot campaigns; and
information regarding municipal securities business with issuers.
    \5\ Rule G-38 prohibits dealers from making any direct or
indirect payment to any person who is not an affiliated person of
the dealer for a solicitation of municipal securities business on
behalf of the dealer. Under Rule G-38(c), a limited exception exists
for payments made with respect solely to solicitation activities
undertaken prior to August 29, 2005 pursuant to a consultant
agreement under former Rule G-38, if, among other things, the dealer
submits to the MSRB Form G-38t setting forth certain information
related to the consultant agreement.
---------------------------------------------------------------------------

2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with
Section 15B(b)(2)(C) of the Act,\6\ which provides that the MSRB's
rules shall:
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78o-4(b)(2)(C).

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 municipal securities and
municipal financial products, to remove impediments to and perfect
the mechanism of a free and open market in municipal securities and
municipal financial products, and, in general, to protect investors,
---------------------------------------------------------------------------
municipal entities, obligated persons, and the public interest.

    The proposed rule change would amend Forms G-37, G-37x and G-38t
solely to reflect the MSRB's new address that must be used by a dealer,
as of and after December 14, 2015, if the dealer is submitting such
forms to the MSRB in paper form, but would not amend, in any manner,
the information that must be provided to the MSRB pursuant to Rule G-37
and Rule G-38, as applicable. By updating the MSRB's address on Forms
G-37, G-37x and G-38t, the proposed rule change will promote compliance
with the reporting provisions of Rule G-37 and Rule G-38. As the MSRB
makes all Form G-37, G-37x and G-38t submissions available to the
public at no charge on its Electronic Municipal Market Access (EMMA)
Web site, these provisions serve to give the market, including
regulators, dealers, issuers and investors, transparency regarding the
political contributions of dealers and the third-party solicitors
compensated by dealers. Such transparency serves to combat quid pro quo
corruption or the appearance thereof in connection with the awarding of
municipal securities business and promote market integrity and a free
and open municipal securities market. The reporting provisions also
enhance the ability of the MSRB and other regulators to detect and
deter fraudulent or manipulative acts and practices in connection with
the awarding of municipal securities business. The proposed rule change
will help ensure that dealers that elect to provide the applicable
required form(s) to the MSRB in paper form are aware of the correct
address to which they should send their information.

B. Self-Regulatory Organization's Statement on Burden on Competition

    Section 15B(b)(2)(C) of the Act \7\ requires that MSRB rules not be
designed to impose any burden on competition not necessary or
appropriate in furtherance of the purposes of the Act. The MSRB
believes that the proposed rule change, which does not change, in any
substantive respect, dealers' obligations to provide information
required by any MSRB rule, does not impose any burden on competition
not necessary or appropriate in furtherance of the Act. The proposed
rule change merely technically amends Forms G-37, G-37x and G-38t to
reflect the MSRB's new address.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78o-4(b)(2)(C).
---------------------------------------------------------------------------

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received on the
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    The foregoing proposed rule change has become effective pursuant to
Section 19(b)(3)(A) of the Act \8\ and paragraph (f) of Rule 19b-4
thereunder.\9\ At any time within 60 days of the filing of the proposed
rule change, the Commission summarily may temporarily suspend 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.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f).
---------------------------------------------------------------------------

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 email to<EMAIL_ADDRESS>Please include
File Number SR-MSRB-2015-13 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE., Washington, DC 20549.

All submissions should refer to File Number SR-MSRB-2015-13. This file
number should be included on the subject line if email 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 Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549 on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available
for inspection and copying at the principal office of the MSRB. 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-MSRB-2015-13 and should be
submitted on or before January 11, 2016.

    For the Commission, pursuant to delegated authority.\10\
---------------------------------------------------------------------------

    \10\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-31924 Filed 12-18-15; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 79, Number 232 (Wednesday, December 3, 2014)]
[Notices]
[Page 71810]
[FR Doc No: 2014-28532]

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SECURITIES AND EXCHANGE COMMISSION

Sunshine Act Meeting

    Notice is hereby given, pursuant to the provisions of the
Government in the Sunshine Act, Public Law 94-409, that the Securities
and Exchange Commission will hold a Closed Meeting on Thursday,
December 4, 2014 at 2 p.m.
    Commissioners, Counsel to the Commissioners, the Secretary to the
Commission, and recording secretaries will attend the Closed Meeting.
Certain staff members who have an interest in the matters also may be
present.
    The General Counsel of the Commission, or her designee, has
certified that, in her opinion, one or more of the exemptions set forth
in 5 U.S.C. 552b(c)(3), (5), (7), 9(B) and (10) and 17 CFR
200.402(a)(3), (5), (7), 9(ii) and (10), permit consideration of the
scheduled matter at the Closed Meeting.
    Commissioner Aguilar, as duty officer, voted to consider the items
listed for the Closed Meeting in closed session, and determined that no
earlier notice thereof was possible.
    The subject matter of the Closed Meeting will be:

Institution and settlement of injunctive actions;
Institution settlement of administrative proceedings;
Settlement of injunctive actions;
Litigation matter; and
Other matters relating to enforcement proceedings.

    At times, changes in Commission priorities require alterations in
the scheduling of meeting items.
    For further information and to ascertain what, if any, matters have
been added, deleted or postponed, please contact the Office of the
Secretary at<PHONE_NUMBER>.

    Dated: December 1, 2014.
Brent J. Fields,
Secretary.
[FR Doc. 2014-28532 Filed 12-1-14; 4:15 pm]
BILLING CODE 8011-01-P


[Federal Register Volume 79, Number 96 (Monday, May 19, 2014)]
[Notices]
[Pages 28792-28794]
[FR Doc No: 2014-11437]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-72157; File No. SR-NYSEARCA-2014-52]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change Relating to Name
Changes of Its Ultimate Parent, IntercontinentalExchange Group, Inc.,
and Its Indirect Parents, IntercontinentalExchange, Inc. and NYSE
Euronext Holdings LLC

May 13, 2014.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on May 5, 2014, NYSE Arca, Inc. (the ``Exchange'' or ``NYSE
Arca'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by the self-regulatory
organization. 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\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    NYSE Arca., a New York corporation, registered national securities
exchange and self-regulatory organization, is submitting this rule
filing (the ``Proposed Rule Change'') to the U.S. Securities and
Exchange Commission (the ``Commission'') in connection with the change
in name of NYSE Arca's ultimate parent entity, IntercontinentalExchange
Group, Inc., a Delaware corporation (``ICE Group''), ICE Group's direct
subsidiary (and NYSE Arca's indirect parent), IntercontinentalExchange,
Inc., a Delaware corporation (``ICE Inc.''), and ICE Inc.'s direct
subsidiary (and NYSE Arca's indirect parent), NYSE Euronext Holdings
LLC, a Delaware limited liability company (``NYX Holdings''). ICE Group
intends to change its name to Intercontinental Exchange, Inc. ICE Inc.
will change its name to Intercontinental Exchange Holdings, Inc. and
NYX Holdings will change its name to NYSE Holdings LLC.
    NYX Holdings owns 100% of the equity interest of NYSE Group, Inc.,
a Delaware corporation (``NYSE Group''), which in turn directly or
indirectly owns (1) 100% of the equity interest of three registered
national securities exchanges and self-regulatory organizations
(together, the ``NYSE Exchanges'')--the New York Stock Exchange LLC
(the ``Exchange''), NYSE Arca and NYSE MKT LLC--and (2) 100% of the
equity interest of NYSE Market (DE), Inc., NYSE Regulation, Inc., NYSE
Arca L.L.C., NYSE Arca Equities, Inc. (``NYSE Arca Equities'') and NYSE
Amex Options LLC. Each of the Exchange and NYSE MKT will be separately
filing a proposed rule change in connection with the matters addressed
herein that will be substantially the same as the Proposed Rule Change.
    The Exchange, NYSE Arca proposes to amend the Rules of NYSE Arca
Equities, as well as organizational documents of ICE Group, ICE Inc.,
NYX Holdings, NYSE Group, the NYSE Exchanges, rules of the Exchange and
NYSE MKT, board independence policies of ICE Group and subsidiaries,
and the Amended and Restated Trust Agreement by and among NYX Euronext,
NYSE Group, and certain trustees, to reflect the name changes described
above. The text of Exhibits 5A through 5O to the proposed rule change
is available on the Exchange's Web site at www.nyse.com, at the
principal office of the Exchange, and at the Commission's Public
Reference Room [sic].

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 self-regulatory organization
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
    NYSE Arca is proposing, in connection with the corporate name
change of its corporate parents, to amend the organizational documents
of ICE Group, ICE Inc., NYX Holdings, the NYSE Exchanges, the rules of
the Exchange, NYSE MKT and NYSE ARCA Equities, the board independence
policies of ICE Group and subsidiaries, and the Amended and Restated
Trust Agreement by and among NYSE Euronext, NYSE Group, and certain
trustees. Specifically,
     The Certificate of Amendment of ICE Group's Certificate of
Incorporation would remove the reference to ``IntercontinentalExchange
Group, Inc.'', and replace it with ``Intercontinental Exchange, Inc.''
(see Exhibit 5A)
     The Second Amended and Restated Bylaws of
IntercontinentalExchange Group, Inc. would be amended to replace
references to ``IntercontinentalExchange Group, Inc.'' with
``Intercontinental Exchange, Inc.''; ``IntercontinentalExchange, Inc.''
will be replaced with ``Intercontinental Exchange Holdings, Inc.'';
``ICE Inc.'' will be replaced with ``ICE Holdings''; reference to
``NYSE Euronext Holdings LLC'' will be replaced with ``NYSE Holdings
LLC'', and reference to ``NYX Holdings'' will be replaced with ``NYSE
Holdings''. (see Exhibit 5B)
     The Independence Policy of the Board of Directors of
IntercontinentalExchange Group, Inc. will be amended to remove
reference to ``IntercontinentalExchange Group, Inc.'' and replace it
with reference to ``Intercontinental Exchange, Inc.'' (see Exhibit 5C)
     The Fifth Amended and Restated Certificate of
Incorporation and Second Amended and Restated Bylaws of
IntercontinentalExchange, Inc. both would be amended to replace
``IntercontinentalExchange, Inc.'' with ``Intercontinental Exchange
Holdings, Inc.'' References in these documents to
``IntercontinentalExchange Group, Inc.'' and ``ICE Group'' would be
replaced with ``Intercontinental Exchange, Inc.'' and ``ICE'',
respectively. All references to ``NYSE Euronext Holdings LLC'' would be
replaced with ``NYSE Holdings LLC''. (see Exhibits 5D and 5E)
     The Certificate of Formation of NYSE Euronext Holdings
LLC, as amended, would be further amended to change the name of the
company to NYSE Holdings LLC. (see Exhibit F [sic])
     The Fourth Amended and Restated Limited Liability Company
Agreement of NYSE Euronext Holdings LLC would be amended and restated
to delete reference to ``NYSE Euronext Holdings LLC'' and replace it
with ``NYSE Holdings LLC''. All references in the Agreement to
``IntercontinentalExchange Group, Inc.'', ``IntercontinentalExchange,
Inc.'', and ``ICE Group'' would be replaced with ``Intercontinental
Exchange, Inc.'', ``Intercontinental Exchange Holdings, Inc.'' and
``ICE'', respectively. (see Exhibit 5G)

     The Fifth Amended and Restated Operating Agreement of the
Exchange, the Fourth Amended and Restated Operating Agreement of NYSE
MKT LLC, the Third Amended and Restated Bylaws of NYSE Market (DE),
Inc. and the Fifth Amended and Restated Bylaws of NYSE Regulation, Inc.
would be amended to replace reference to ``IntercontinentalExchange
Group, Inc.'' and ``ICE Group'' with ``Intercontinental Exchange,
Inc.'' and ``ICE'' respectively. (see Exhibits 5H, 5I, 5J and 5K)
     The Rules of the Exchange and NYSE MKT would be amended to
replace reference to ``IntercontinentalExchange Group, Inc.'', ``ICE
Group'', ``NYSE Euronext Holdings LLC'' and ``NYX Holdings'' with
``Intercontinental Exchange Group, Inc.'' [sic], ``ICE'', ``NYSE
Holdings LLC'' and ``NYSE Holdings''. In addition, the rules would be
amended to include reference to Intercontinental Exchange Holdings,
Inc.\4\ (see Exhibits 5L and 5M)
---------------------------------------------------------------------------

    \4\ See NYSE MKT Rules 22 and 422, and NYSE Rules 22 and 422.
---------------------------------------------------------------------------

     The Rules of NYSE ARCA Equities would be amended to delete
reference to ``IntercontinentalExchange Group, Inc.'' and ``ICE Group''
and replace them with ``Intercontinental Exchange, Inc.'' and ``ICE'',
respectively. (see Exhibit 5N)
     The Independence Policy of the Board of Directors for each
of New York Stock Exchange LLC, NYSE MKT LLC, NYSE Market (DE), Inc.
and NYSE Regulation, Inc. would be amended to delete reference to
``IntercontinentalExchange Group, Inc.'' and ``ICE Group'' and replace
them with ``Intercontinental Exchange, Inc.'' and ``ICE'',
respectively. (see Exhibit 5O)
     The Amended and Restated Trust Agreement by and among NYSE
Euronext, NYSE Group, Inc., and certain trustees, would be amended to
reflect that NYSE Euronext Holdings LLC will be renamed ``NYSE Holdings
LLC''. The Trust Agreement also would be amended to delete the
definition of ``ICE Group'' and replace it with a definition of
``ICE''. (see Exhibit 5P)
     Resolutions of the board of directors of ICE Group
authorizing the name changes are included as Exhibit 5Q.
    None of the foregoing changes is substantive.
2. Statutory Basis
    The Exchange believes that the Proposed Rule Change is consistent
with Section 6(b) of the Securities Exchange Act of 1934 (the
``Act''),\5\ in general, and Section 6(b)(5) of the Act,\6\ in
particular, in that it is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in facilitating transactions in securities, to remove
impediments to and perfect the mechanism of a free and open market and
a national market system and, in general, to protect investors and the
public interest. The name change at ICE Group will restore to the
public company the name it used from inception until late 2013; the
name change at ICE Inc. reduces the risk of confusing ICE Inc. with ICE
Group; and the name change at NYX Holdings eliminates ``Euronext'' in
anticipation of the announced plan to sell Euronext.
---------------------------------------------------------------------------

    \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 that is not necessary or appropriate
in furtherance of the purposes of the Act. The Proposed Rule Change
relates to internal name changes only.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    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 from the date on which it was filed, or such shorter time as the
Commission may designate, the proposed rule change has become effective
pursuant to Section 19(b)(3)(A) of the Act \7\ and Rule 19b-4(f)(6)
thereunder.\8\
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written
notice of its intent to file the proposed rule change, along with a
brief description and the 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 asked the Commission to waive the 30-day operative
delay so that the proposal may become operative immediately upon
filing. The Commission believes that waiving the 30-day operative delay
is consistent with the protection of investors and the public interest
as it will enable the Exchange to implement a name change as soon as
practicable after it is approved by the stockholders of ICE Group in
connection with the acquisition of NYSE Euronext. For this reason, the
Commission designates the proposed rule change to be operative upon
filing.\9\
---------------------------------------------------------------------------

    \9\ For purposes only of waiving the 30-day operative delay, the
Commission has also considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend 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. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule should be approved or 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 email to<EMAIL_ADDRESS>Please include
File Number SR-NYSEARCA-2014-52 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEARCA-2014-52. This
file number should be included on the subject line if email 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 Web site viewing and printing in the Commission's Public
Reference Room, 100 F Street NE., Washington, DC 20549, on official
business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of
the filing also will be available for inspection and copying at the
principal office of the Exchange. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-NYSEARCA-2014-52 and should be submitted on or before
June 9, 2014.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\10\
---------------------------------------------------------------------------

    \10\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-11437 Filed 5-16-14; 8:45 am]
BILLING CODE 8011-01-P