would be 14,880 hours.\120\
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    \117\ (4,000 ratings x .97) x 3 = 11,640.
    \118\ (4,000 ratings x .03) x 27 = 3,240.
    \119\ (3,880 x 3) + (120 x 27) = 14,880 transactions.
    \120\ 14,880 ratings x 1 hour = 14,880 hours.
---------------------------------------------------------------------------

    The re-proposed amendments also would require that the arranger
disclose the following information:
     All information the issuer, sponsor, or underwriter
provides to the nationally recognized statistical rating organization
for the purpose of determining the initial credit rating for the
security or money market instrument, including information about the
characteristics of the assets underlying or referenced by the security
or money market instrument, and the legal structure of the security or
money market instrument, at the same time such information is provided
to the nationally recognized statistical rating organization; and
     All information the issuer, sponsor, or underwriter
provides to the nationally recognized statistical rating organization
for the purpose of undertaking credit rating surveillance on the
security or money market instrument, including information about the
characteristics and performance of the assets underlying or referenced
by the security or money market instrument at the same time such
information is provided to the nationally recognized statistical rating
organization.\121\
---------------------------------------------------------------------------

    \121\ See re-proposed Rule 17g-5(a)(3)(iii).
---------------------------------------------------------------------------

    The Commission estimates that there would be approximately 200 such
respondents. For purposes of this PRA, the Commission estimates that it
would take a respondent approximately 300 hours to develop a system, as
well as policies and procedures, for the disclosures required by the
re-proposed rule. This estimate is based on the Commission's experience
with, and burden estimates for, the recordkeeping requirements for
NRSROs.\122\ Accordingly, the Commission believes, based on staff
experience, an arranger would take approximately 300 hours on a one-
time basis to implement a disclosure system to comply with the
proposal, which includes the estimate that a respondent would need a
set of policies and procedures for disclosing the information, as well
as a system for making the information publicly available. This would
result in a total one-time hour burden of 60,000 hours for 200
respondents.\123\ The Commission received no comments on an identical
burden estimate in the original proposing release.
---------------------------------------------------------------------------

    \122\ See June 5, 2007 Adopting Release, 72 FR at 33609.
    \123\ 300 hours x 200 respondents = 60,000 hours.
---------------------------------------------------------------------------

    In addition to the one-time hour burden, the re-proposed amendments
would result in an annual hour burden for arrangers. Specifically, the
re-proposed amendments would require disclosure of information on a
transaction-by-transaction basis when an initial rating process is
commenced. Based on staff experience, the Commission estimates that
each respondent would disclose information for approximately 20 new
transactions per year and that it would take approximately 1 hour per
transaction to post the information to the password protected Internet
Web sites. The Commission estimates that a large NRSRO would have rated
approximately 2,000 new RMBS and CDO transactions in a given year. The
Commission is basing this estimate on the number of new RMBS and CDO
deals rated in 2006 by two of the largest NRSROs that rated structured
finance transactions. The Commission is adjusting this number to 4,000
transactions in order to include other types of structured finance
products, including commercial MBS and other consumer assets.
Therefore, the Commission estimates for purposes of the PRA that each
respondent would arrange approximately 20 new

transactions per year.\124\ The Commission notes that the number of new
transactions per year would vary by the size of issuer and that this
estimate would be an average across all respondents. Larger respondents
may arrange in excess of 20 new deals per year, while a smaller
arranger may only initiate one or two new deals on an annual basis.
Based on this analysis, the Commission estimates that it would take a
respondent approximately 20 hours \125\ to disclose this information
under the re-proposed rule, on an annual basis, for a total aggregate
annual hour burden of 4,000 hours.\126\ The Commission received no
comments on an identical burden estimate in the original proposing
release.
---------------------------------------------------------------------------

    \124\ 4,000 new transactions/200 issuers = 20 new transactions.
    \125\ 20 transactions x 1 hour = 20 hours.
    \126\ 20 hours x 200 respondents = 4,000 hours.
---------------------------------------------------------------------------

    In addition, re-proposed Rule 17g-5(a)(3)(iii)(D) would require
disclosure of information provided to an NRSRO to be used for credit
rating surveillance on a security or money market instrument. Because
surveillance would cover more than just initial ratings, the
Commission, in the original proposing release, estimated based on staff
information gained from the NRSRO examination process that monthly
disclosure would be required with respect to approximately 125
transactions on an ongoing basis. Also based on staff information
gained from the NRSRO examination process, the Commission estimated
that it would take a respondent approximately 0.5 hours per transaction
to disclose the information. Therefore, the Commission estimates that
each respondent would spend approximately 750 hours \127\ on an annual
basis disclosing information under re-proposed Rule 17g-5, for a total
aggregate annual burden hours of 150,000 hours.\128\ The Commission
received no comments on an identical estimate in the original proposing
release.
---------------------------------------------------------------------------

    \127\ 125 transactions x 30 minutes x 12 months = 45,000
minutes/60 minutes = 750 hours.
    \128\ 750 hours x 200 respondents = 150,000 hours.
---------------------------------------------------------------------------

    Finally, an NRSRO that wishes to access information on another
NRSRO's Web site or on an arranger's Web site would need to provide the
Commission with an annual certification described in proposed new
paragraph (e) to Rule 17g-5. The Commission estimates that this annual
certification would become a matter of routine over time and should
take less time than it takes an NRSRO to submit its annual
certification under Rule 17g-1(f).\129\ The annual certification
required under Rule 17g-1(f) involves the disclosure of substantially
more information than the certification in proposed paragraph (e) of
Rule 17g-5. The Commission estimated that it would take an NRSRO
approximately 10 hours to complete the Rule 17g-1(f) annual
certification.\130\ Given that the proposed paragraph (e) certification
would require much less information, the Commission estimates, based on
staff experience, that it would take an NRSRO approximately 20% of the
time it takes to do the Rule 17g-5 annual certification. Further, for
the purposes of the estimate, the Commission is assuming that all 30
NRSROs ultimately registered with the Commission would complete the
certification. For these reasons, the Commission estimates it would
take an NRSRO approximately 2 hours \131\ to complete the proposed
paragraph (e) certification for an aggregate annual hour burden to the
industry of 60 hours.\132\
---------------------------------------------------------------------------

    \129\ 17 CFR 240.17g-1(f).
    \130\ See June 5, 2007 Adopting Release, 72 FR at 33609.
    \131\ 20% of 10 hours = 2 hours.
    \132\ 2 hours x 30 NRSROs = 60 hours.
---------------------------------------------------------------------------

    The Commission again requests comment on all aspects of these
burden estimates for the amendments to Rule 17g-5 as re-proposed. In
addition, the Commission requests specific comment on the following
items related to these estimates:
     Are there publicly available reports or other data sources
the Commission should consider in arriving at these burden estimates?
     Are the estimates of the one-time and recurring burdens of
the re-proposed additional disclosures accurate? If not, should they be
higher or lower?
    Commenters should provide specific data and analysis to support any
comments they submit with respect to these burden estimates.

E. Collection of Information Is Mandatory

    The recordkeeping and notice requirements for the Proposed Rule
Amendments would be mandatory.

F. Confidentiality

    The disclosures that would be required under the proposed
amendments to Rule 17g-2(d) would be public. The disclosures that would
be required under the re-proposed amendments to Rule 17g-5 would be
made available to other NRSROs. The NRSROs would need to provide
certifications agreeing to keep the propose Rule 17g-5 information
confidential.

G. Record Retention Period

    There is no record retention period for the Proposed Rule
Amendments.

H. Request for Comment

    The Commission requests comment on the proposed collections of
information in order to: (1) Evaluate whether the proposed collection
of information is necessary for the proper performance of the functions
of the Commission, including whether the information would have
practical utility; (2) evaluate the accuracy of the Commission's
estimates of the burden of the proposed collections of information; (3)
determine whether there are ways to enhance the quality, utility, and
clarity of the information to be collected; (4) evaluate whether there
are ways to minimize the burden of the collection of information on
those who respond, including through the use of automated collection
techniques or other forms of information technology; and (5) evaluate
whether the Proposed Rule Amendments would have any effects on any
other collection of information not previously identified in this
section.
    Persons who desire to submit comments on the collection of
information requirements should direct their comments to the OMB,
Attention: Desk Officer for the Securities and Exchange Commission,
Office of Information and Regulatory Affairs, Washington, DC 20503, and
should also send a copy of their comments to Secretary, Securities and
Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090, and
refer to File No. S7-04-09. OMB is required to make a decision
concerning the collections of information between 30 and 60 days after
publication of this document in the Federal Register; therefore,
comments to OMB are best assured of having full effect if OMB receives
them within 30 days of this publication. Requests for the materials
submitted to OMB by the Commission with regard to these collections of
information should be in writing, refer to File No. S7-04-09, and be
submitted to the Securities and Exchange Commission, Records Management
Office, 100 F Street, NE., Washington, DC 20549.

VI. Costs and Benefits of the Re-Proposed Rules

    The Commission is sensitive to the costs and benefits that result
from its rules. The Commission has identified certain costs and
benefits of the Proposed Rule Amendments and requests comment on all
aspects of this cost-benefit analysis, including

identification and assessment of any costs and benefits not discussed
in the analysis.\133\ The Commission seeks comment and data on the
value of the benefits identified. The Commission also welcomes comments
on the accuracy of its cost estimates in each section of this cost-
benefit analysis, and requests those commenters to provide data so the
Commission can improve the cost estimates, including identification of
statistics relied on by commenters to reach conclusions on cost
estimates. Finally, the Commission seeks estimates and views regarding
these costs and benefits for particular types of market participants,
as well as any other costs or benefits that may result from the
adoption of these Proposed Rule Amendments.
---------------------------------------------------------------------------

    \133\ For the purposes of this cost/benefit analysis, the
Commission is using salary data from the Securities Industry and
Financial Markets Association (``SIFMA'') Report on Management and
Professional Earnings in the Securities Industry 2007, which
provides base salary and bonus information for middle-management and
professional positions within the securities industry. The
Commission believes that the salaries for these securities industry
positions would be comparable to the salaries of similar positions
in the credit rating industry. Finally, the salary costs derived
from the report and referenced in this cost benefit section are
modified to account for an 1800-hour work year and multiplied by
5.35 to account for bonuses, firm size, employee benefits and
overhead. The Commission used comparable assumptions in adopting the
final rules implementing the Rating Agency Act in 2007, requested
comments on such assumptions, and received no comments in response
to its request. See June 5, 2007 Adopting Release, 72 FR at 33611,
note 576. Hereinafter, references to data derived from the report as
modified in the manner described above will be cited as ``SIFMA 2007
Report as Modified.''
---------------------------------------------------------------------------

A. Benefits

    The purposes of the Rating Agency Act, as stated in the
accompanying Senate Report, are to improve ratings quality for the
protection of investors and in the public interest by fostering
accountability, transparency, and competition in the credit rating
industry.\134\ As the Senate Report states, the Rating Agency Act
establishes ``fundamental reform and improvement of the designation
process'' with the goal that ``eliminating the artificial barrier to
entry will enhance competition and provide investors with more choices,
higher quality ratings, and lower costs.'' \135\
---------------------------------------------------------------------------

    \134\ Senate Report, p. 2.
    \135\ Id, p. 7.
---------------------------------------------------------------------------

    The Proposed Rule Amendments are designed to improve the
transparency of credit ratings performance by making credit ratings
actions publicly available and the accuracy of credit ratings for
structured finance products by increasing competition among the NRSROs
that rate these securities and money market instruments.
    The proposed amendment to Rule 17g-2(d) would require NRSROs to
publicly disclose all of their ratings actions histories for issuer-
paid credit ratings, in XBRL format and with a one-year grace period.
This disclosure would allow the marketplace to better compare the
performance of NRSROs determining issuer-paid credit ratings. The
Commission preliminarily believes that making this information publicly
available will provide users of credit ratings with innovative and
potentially more useful metrics with which to compare NRSROs.
    In addition, under the re-proposed amendments to Rule 17g-5, NRSROs
that are paid by arrangers to determine credit ratings for structured
finance products would be required to maintain a password-protected
Internet Web site that lists each deal they have been hired to rate.
They also would be required to obtain representations from the arranger
hiring the NRSRO to determine the rating that the arranger will post
all information provided to the NRSRO to determine the rating and,
thereafter, to monitor the rating on a password-protected Internet Web
site. NRSROs not hired to determine and monitor the ratings would be
able to access the NRSRO Internet Web sites to learn of new deals being
rated and then access the arranger Internet Web sites to obtain the
information being provided by the arranger to the hired NRSRO during
the entire initial rating process and, thereafter, for the purpose of
surveillance. However, the ability of NRSROs to access these NRSRO and
arranger Internet Web sites would be limited to NRSROs that certify to
the Commission on an annual basis, among other things, that they are
accessing the information solely for the purpose of determining or
monitoring credit ratings, that they will keep the information
confidential and treat it as material non-public information, and that
they will determine credit ratings for at least 10% of the deals for
which they obtain information. They also would be required to disclose
in the certification the number of deals for which they obtained
information through accessing the Internet Web sites and the number of
ratings they issued using that information during the year covered by
their most recent certification.
    The Commission is re-proposing these amendments to Rule 17g-5, in
part, pursuant to the authority in Section 15E(h)(2) of the Exchange
Act.\136\ The provisions in this section of the statute provide the
Commission with authority to prohibit, or require the management and
disclosure of, any potential conflict of interest relating to the
issuance of credit ratings by an NRSRO.\137\ The Commission
preliminarily believes the re-proposed amendments are necessary and
appropriate in the public interest and for the protection of investors
because they are designed to address conflicts of interest and improve
the quality of credit ratings for structured finance products by making
it possible for more NRSROs to rate structured finance products.
Generally, the information relied on by the hired NRSROs to rate
structured finance products is non-public. This makes it difficult for
other NRSROs to rate these securities and money market instruments. As
a result, the products frequently are issued with ratings from only one
or two NRSROs and only by NRSROs that are hired by the issuer, sponsor,
or underwriter (i.e., NRSROs that are subject to the conflict of being
repeatedly paid by certain arrangers to rate these securities and money
market instruments).
---------------------------------------------------------------------------

    \136\ 15 U.S.C. 78o-7(h)(2).
    \137\ Id.
---------------------------------------------------------------------------

    The goal is to increase the number of ratings extant for a given
structured finance security or money market instrument and, in
particular, promote the issuance of ratings by NRSROs that are not
hired by the arranger. This would provide users of credit ratings with
a broader range of views on the creditworthiness of the security or
money market instrument and potentially expose an NRSRO that was unduly
influenced by the ``issuer-pay'' conflict into issuing higher than
warranted ratings. Furthermore, the proposal also is designed to make
it more difficult for arrangers to exert influence over the NRSROs they
hire to determine ratings for structured finance products.
Specifically, by opening up the rating process to more NRSROs, the
proposal could make it easier for the hired NRSRO to resist such
pressure by increasing the likelihood that any steps taken to
inappropriately favor the arranger could be exposed to the market
through the ratings issued by other NRSROs.
    The Commission generally requests comment on all aspects of these
Proposed Rule Amendment benefits. In addition, the Commission requests
specific comment on the following items related to these benefits.
     Are there metrics available to quantify these benefits and
any other benefits the commenter may identify, including the
identification of sources

of empirical data that could be used for such metrics?
    Commenters should provide specific data and analysis to support any
comments they submit with respect to these benefit estimates.

B. Costs

    The cost of compliance with the Proposed Rule Amendments to a given
NRSRO would depend on its size and the complexity of its business
activities. The size and complexity of NRSROs vary significantly.
Therefore, the cost could vary significantly across NRSROs. The
Commission is providing estimates of the average cost per NRSRO taking
into consideration the variance in size and complexity of NRSROs. The
cost of compliance would also vary depending on which classes of credit
ratings an NRSRO issues and how many outstanding ratings it has in each
class. NRSROs which issue credit ratings for structured finance
products would incur higher compliance costs than those NRSROs which do
not issue such credit ratings or issue very few credit ratings in that
class. For these reasons, the cost estimates represent the average cost
across all NRSROs.
1. Proposed Amendment to Rule 17g-2
    The proposed amendment to Rule 17g-2 would require NRSROs to make
100% of their ratings action histories for issuer-paid credit ratings
publicly available in an XBRL Interactive Data File, with a one year
grace period.\138\ As discussed with respect to the PRA, the Commission
estimates that, on average, an NRSRO would spend approximately 45 hours
to publicly disclose this information in an XBRL Interactive Data File
and, thereafter, 15 hours per year to update the information.\139\
Furthermore, as discussed in the PRA the Commission estimates that
although there will be 30 NRSROs, this amendment only applies to seven
NRSROs. For these reasons, the total aggregate one-time burden to the
industry to make the history of its rating actions publicly available
in an XBRL Interactive Data File would be 315 hours \140\ and the total
aggregate annual burden hours would be 105 hours.\141\ For cost
purposes, the Commission preliminarily believes that a senior
programmer would perform these functions. Accordingly, the Commission
estimates that an NRSRO would incur an average one-time cost of $13,005
and an average annual cost of $4,335, as a result of the proposed
amendment.\142\ Consequently, the total aggregate one-time cost to the
industry would be $91,035 \143\ and the total aggregate annual cost to
the industry would be $30,345.\144\
---------------------------------------------------------------------------

    \138\ See proposed amendment to Rule 17g-2(d).
    \139\ The Commission also bases this estimate on the estimated
one time and annual burden hours it would take an NRSRO to publicly
disclose its Form NRSRO on its Web site. No comments were received
on these estimates in the final rule release. See June 5, 2007
Adopting Release, 72 FR at 33609.
    \140\ 45 hours x 7 NRSROs = 315 hours.
    \141\ 15 hours x 7 NRSROs = 105 hours.
    \142\ The SIFMA 2007 Report as Modified indicates that the
average hourly cost for a Senior Programmer is $289. Therefore, the
average one-time cost would be $13,005 [(45 hours) x ($289 per
hour)] and the average annual cost would be $4,335 [(15 hours per
year) x ($289 per hour)].
    \143\ 315 hours x $289 per hour.
    \144\ 105 hours x $289 per hour.
---------------------------------------------------------------------------

    In addition, the proposed rules may impose other costs. For
example, making some information about ratings action histories
available to the public for free may have some impact on the business
models of NRSROs, although the proposed rules are designed to minimize
any impact. Further, the rule may affect NRSROs with different business
models differently, although the Commission seeks comment on how best
to promote competition among NRSROs. The rule also may impose costs to
purchase software to make this information publicly available.
    The Commission notes that in the Companion Adopting Release the
Commission provided cost estimates for complying with all the final
amendments to Rule 17g-2 being adopted. In that release, the Commission
used a different methodology based on cost data provided by one large
NRSRO.\145\ The Commission is not relying exclusively on cost data for
the purposes of these amendments to Rule 17g-2 because the NRSRO was
discussing cost estimates for complying with all the proposed
amendments to Rule 17g-2 (not just the amendment relating to the
requirement to publicly disclose certain ratings action histories in an
XBRL format).
---------------------------------------------------------------------------

    \145\ See letter dated July 28, 2008 from Michel Madelain, Chief
Operating Officer, Moody's Investors Service.
---------------------------------------------------------------------------

    The Commission generally requests comment on all aspects of these
cost estimates for the proposed amendments to Rule 17g-2. In addition,
the Commission requests specific comment on the following items related
to these cost estimates:
     What costs would result from lost revenues incurred
because NRSROs subject to the rule may not be able to sell ratings
action histories if they are publicly disclosed under the proposed
rule?
     If the Commission were to adopt a final rule that
subjected subscriber-paid credit ratings to the public disclosure
requirement, would the cost estimates per firm be the same as estimated
by the Commission above or would they change. Commenters should give
specific cost estimates in their comments.
     If the Commission were to adopt a final rule subjecting
subscriber-paid credit ratings to the public disclosure requirements
being adopted today (the random sample of 10% of issuer-paid credit
ratings in a class of credit rating), would the cost estimates per firm
be the same as estimated by the Commission in the Adopting Release or
would they change. Commenters should give specific cost estimates in
their comments.
     Would these proposals impose costs on other market
participants, including persons who use credit ratings to make
investment decisions or for regulatory purposes, and persons who
purchase services and products from NRSROs?
     Would there be costs in addition to those identified
above, such as costs arising from systems changes and restructuring
business practices to account for the new reporting requirement?
     Should the Commission rely more on the cost data provided
by the large NRSRO in its comments to the amendments to Rule 17g-2
proposed in the June 16, 2008 Proposing Release? If so, how should the
Commission modify that cost data to reflect that the June 16, 2008
Proposing Release proposed several different amendments to Rule 17g-2?
    Commenters should provide specific data and analysis to support any
comments they submit with respect to these burden estimates.
2. Re-Proposed Rule 17g-5
    Rule 17g-5 requires an NRSRO to manage and disclose certain
conflicts of interest.\146\ The rule also prohibits specific types of
conflicts of interest.\147\ The re-proposed amendments to Rule 17g-5
would add an additional conflict to paragraph (b) of Rule 17g-5 for
NRSROs to manage. This re-proposed conflict of interest would be
issuing or maintaining a credit rating for a security or money market
instrument issued by an asset pool or as part of an asset-backed or
mortgage-backed securities transaction that was paid for by the issuer,
sponsor, or underwriter of the security or money market
instrument.\148\ Under the re-proposal, an NRSRO

would be prohibited from issuing a credit rating for a structured
finance product, unless certain information about the transaction and
the assets underlying the structured finance product are
disclosed.\149\
---------------------------------------------------------------------------

    \146\ 17 CFR 240.17g-5.
    \147\ 17 CFR 240.17g-5(c).
    \148\ See re-proposed Rule 17g-5(b)(9). The current paragraph
(b)(9) would be renumbered as (b)(10).
    \149\ See re-proposed Rule 17g-5(a)(3).
---------------------------------------------------------------------------

    Specifically, an NRSRO rating such products would need to disclose
to other NRSROs the following information on a password protected
Internet Web site:
     A list of each such security or money market instrument
for which it is currently in the process of determining an initial
credit rating in chronological order and identifying the type of
security or money market instrument, the name of the issuer, the date
the rating process was initiated, and the Internet Web site address
where the issuer, sponsor, or underwriter of the security or money
market instrument represents that the information described in
paragraphs (a)(3)(iii)(C) and (D) of re-proposed Rule 17g-5 can be
accessed.\150\
---------------------------------------------------------------------------

    \150\ See re-proposed Rule 17g-5(a)(3)(i).
---------------------------------------------------------------------------

    The Commission estimates that the average one-time cost to each
NRSRO to establish the Internet Web site would be $65,850 \151\ and the
total aggregate one-time cost to all NRSROs would be $1,975,500.\152\
Further, as discussed with respect to the PRA, the Commission estimates
that it would take a large NRSRO approximately 3,880 hours \153\ and a
small NRSRO approximately 120 hours \154\ to disclose the information
under re-proposed Rule 17g-5(a)(3)(i), on an annual basis, for a total
aggregate annual hour burden of 14,880 hours.\155\ For these reasons,
the Commission estimates that the average annual cost to a large NRSRO
would be $795,400, the average annual cost to NRSROs not in that
category would be $24,600 \156\ and the total annual cost to the NRSROs
would be $3,050,400.\157\
---------------------------------------------------------------------------

    \151\ The Commission estimates an NRSRO would have a Compliance
Manager and a Programmer Analyst perform these responsibilities, and
that each would spend 50% of the estimated hours performing these
responsibilities. The SIFMA 2007 Report as Modified indicates that
the average hourly cost for a Compliance Manager is $245 and the
average hourly cost for a Programmer Analyst is $194. Therefore, the
average one-time cost to an NRSRO would be ($150 hours x $245) +
(150 hours x $194) = $65,850.
    \152\ $65,850 x 30 NRSROs = $1,975,500
    \153\ 3,880 transactions x 1 hour = 3,880 hours.
    \154\ 120 transactions x 1 hour = 120 hours.
    \155\ (3,880 hours x 3) + (120 hours x 27) = 14,880 hours.
    \156\ The Commission estimates an NRSRO would have a Webmaster
perform these responsibilities. The SIFMA 2007 Report as Modified
indicates that the average hourly cost for a Webmaster is $205.
Therefore, the average one-time cost to a large NRSRO would be 3,880
hours x $205 = $795,400 and the average one-time cost to NRSROs not
in that category would be 120 hours x $205 = $24,600.
    \157\ ($795,400 x 3) + ($24,600 x 27) =$3,050,400.
---------------------------------------------------------------------------

    The Commission received one comment on the proposed costs in the
June 16, 2008 Proposing Release.\158\ The commenter stated that if the
amendments to Rule 17g-5(a)(3) were adopted, as proposed, it would cost
the NRSRO approximately $29,750,000 to build, test, and deploy a system
to comply with the June proposed amendments, and that the annual
ongoing costs would be approximately $8,224,700. These estimates were
based on the NRSRO being the entity that is required to disclose the
information. The commenter stated it would need to disclose information
that came to it in electronic, e-mail, paper, and voice formats, to
sort through which information was used to determine the rating, and to
then disclose this information. The re-proposed amendments do not
require the NRSRO to disclose the information provided to it to
determine initial ratings and subsequently monitor those ratings (the
arranger would need to disclose this information).
---------------------------------------------------------------------------

    \158\ S&P Letter.
---------------------------------------------------------------------------

    In addition, the proposed rule requiring NRSROs and arrangers to
share information with other NRSROs may affect the quantity and quality
of information they provide. Moreover, the requirement to disclose
ratings actions histories for a random sample of 10% of certain
outstanding credit ratings may create an incentive not to access the
information. The Commission seeks comments on the possible effects and
alternatives to mitigate them. The proposed rule also could require an
NRSRO to purchase software to implement the public disclosure of the
ratings action histories.
    The re-proposed amendments also would require that the arranger to
disclose the following information:
     All information the issuer, sponsor, or underwriter
provides to the nationally recognized statistical rating organization
for the purpose of determining the initial credit rating for the
security or money market instrument, including information about the
characteristics of the assets underlying or referenced by the security
or money market instrument, and the legal structure of the security or
money market instrument, at the same time such information is provided
to the nationally recognized statistical rating organization; and
     All information the issuer, sponsor, or underwriter
provides to the nationally recognized statistical rating organization
for the purpose of undertaking credit rating surveillance on the
security or money market instrument, including information about the
characteristics and performance of the assets underlying or referenced
by the security or money market instrument at the same time such
information is provided to the nationally recognized statistical rating
organization.\159\
---------------------------------------------------------------------------

    \159\ See re-proposed Rule 17g-5(a)(3)(iii).
---------------------------------------------------------------------------

    For purposes of the PRA, the Commission estimates that it would
take a respondent approximately 300 hours to develop a system, as well
as policies and procedures to disclose the information as required
under the re-proposed rule. This would result in a total one-time hour
burden of 60,000 hours for 200 respondents.\160\ For these reasons, the
Commission estimates that the average one-time cost to each respondent
would be $65,850 \161\ and the total aggregate one-time cost to the
industry would be $13,116,000.\162\
---------------------------------------------------------------------------

    \160\ 300 hours x 200 respondents = 60,000 hours.
    \161\ The Commission estimates an issuer would have a Compliance
Manager and a Programmer Analyst perform these responsibilities, and
that each would spend 50% of the estimated hours performing these
responsibilities. The SIFMA 2007 Report as Modified indicates that
the average hourly cost for a Compliance Manager is $245 and the
average hourly cost for a Programmer Analyst is $194. Therefore, the
average one-time cost to an issuer would be (150 hours x $245) +
(150 hours x $194) = $65,850.
    \162\ $65,580 x 200 respondents = $13,116,000.
---------------------------------------------------------------------------

    As discussed with respect to the PRA, in addition to the one-time
hour burden, respondents also would be required to disclose the
required information under re-proposed Rule 17g-5(a)(3) on a
transaction by transaction basis. Based on staff information gained
from the NRSRO examination process, the Commission estimates that the
re-proposed amendments would require each respondent to disclose
information with respect to approximately 20 new transactions per year
and that it would take approximately 1 hour per transaction to make the
information publicly available.\163\ Therefore, as

discussed with respect to the PRA, the Commission estimates that it
would take a respondent approximately 20 hours \164\ to disclose this
information under re-proposed Rule 17g-5(a)(3)(iii), on an annual
basis, for a total aggregate annual hour burden of 4,000.\165\ For
these reasons, the Commission estimates that the average annual cost to
a respondent would be $4,100 \166\ and the total annual cost to the
industry would be $820,000.\167\
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    \163\ This estimate assumes the respondent has already
implemented the system and policies and procedures for disclosure.
The Commission cannot estimate the number of initial transactions
per year with certainty. The Commission believes that the number of
deals that each respondent will disclose information on will vary
widely based on the size of the entity. In addition, the Commission
preliminarily believes that the number of asset-backed or mortgage-
backed issuances being rated by NRSROs in the next few years would
be difficult to predict given the recent credit market turmoil.
    \164\ 20 transactions x 1 hour = 20 hours.
    \165\ 20 hours x 200 respondents = 4,000 hours.
    \166\ The Commission estimates an NRSRO would have a Webmaster
perform these responsibilities. The SIFMA 2007 Report as Modified
indicates that the average hourly cost for a Webmaster is $205.
Therefore, the average one-time cost to a respondent would be 20
hours x $205 = $4,100.
    \167\ $4,100 x 200 respondents = $820,000.
---------------------------------------------------------------------------

    Re-proposed Rule 17g-5(a)(3)(iii)(D) would require respondents to
disclose information provided to an NRSRO to undertake credit rating
surveillance on a structured product. Because surveillance would cover
more than just initial ratings, the Commission estimates that a
respondent would be required to disclose information with respect to
approximately 125 transactions on an ongoing basis and that the
information would be provided to the NRSRO on a monthly basis. As
discussed with respect to the PRA, the Commission estimates that each
respondent would spend approximately 750 hours \168\ on an annual basis
disclosing the information for a total aggregate annual burden hours of
150,000 hours.\169\ For these reasons, the Commission estimates that
the average annual cost to a respondent would be $153,750 \170\ and the
total annual cost to the industry would be $30,750,000.\171\
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    \168\ 125 transactions x 30 minutes x 12 months = 45,000 minutes
/ 60 minutes = 750 hours.
    \169\ 750 hours x 200 respondents = 150,000 hours.
    \170\ The Commission estimates an NRSRO would have a Webmaster
perform these responsibilities. The SIFMA 2007 Report as Modified
indicates that the average hourly cost for a Webmaster is $205.
Therefore, the average one-time cost to a respondent would be 750
hours x $205 = $153,750.
    \171\ $153,750 x 200 respondents = $30,750,000.
---------------------------------------------------------------------------

    Finally, an NRSRO that wishes to access information on another
NRSRO's Web site or on an arranger's Web site would need to provide the
Commission with an annual certification described in proposed new
paragraph (e) to Rule 17g-5. In the PRA, the Commission estimates it
would take an NRSRO approximately 2 hours \172\ to complete the
proposed paragraph (e) certification for an aggregate annual hour
burden to the industry of 60 hours.\173\ For these reasons, the
Commission estimates it would cost an NRSRO approximately $490 dollars
per year \174\ and the industry $14,700 per year to comply with the
proposed requirement.\175\
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    \172\ 20% of 10 hours = 2 hours.
    \173\ 2 hours x 30 NRSROs = 60 hours.
    \174\ The Commission estimates that an NRSRO would have a
Compliance Manager prepare the annual certification. The 2007 SIFMA
Report as Modified indicates that the average hourly cost for a
Compliance Manager is $245. Therefore, the average annual cost to an
NRSRO would be: 2 hours x $245 = $490.
    \175\ 30 NRSROs x $490 = $14,700.
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    The Commission generally requests comment on all aspects of these
cost estimates for the re-proposed amendments to Rule 17g-5. In
addition, the Commission requests specific comment on the following
items related to these cost estimates:
     Would these proposals impose costs on other market
participants, including persons who use credit ratings to make
investment decisions or for regulatory purposes, and persons who
purchase services and products from NRSROs?
     Would there be costs in addition to those identified
above, such as costs arising from systems changes and restructuring
business practices to account for the new reporting requirement?

Commenters should provide specific data and analysis to support any
comments they submit with respect to these burden estimates.

C. Total Estimated Costs of This Rulemaking

    Based on the figures discussed above, the Commission estimates that
the total one-time costs related to this re-proposed rulemaking would
be approximately $15,182,535 \176\ and the total annual costs would be
$34,665,445.\177\
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    \176\ $91,035 + $1,975,500 + $13,116,000 = $15,182,535.
    \177\ $30,345 + $3,050,400 + $820,000 + $30,750,000 + $14,700 =
$34,665,445.
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VII. Consideration of Burden on Competition and Promotion of
Efficiency, Competition, and Capital Formation

    Under Section 3(f) of the Exchange Act,\178\ the Commission shall,
when engaging in rulemaking that requires the Commission to consider or
determine if an action is necessary or appropriate in the public
interest, consider whether the action will promote efficiency,
competition, and capital formation. Section 23(a)(2) of the Exchange
Act \179\ requires the Commission to consider the anticompetitive
effects of any rules the Commission adopts under the Exchange Act.
Section 23(a)(2) prohibits the Commission from adopting any rule that
would impose a burden on competition not necessary or appropriate in
furtherance of the purposes of the Exchange Act. As discussed below,
the Commission's preliminary view is that the Proposed Rule Amendments
should promote efficiency, competition, and capital formation.
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    \178\ 15 U.S.C. 78c(f).
    \179\ 15 U.S.C. 78w(a)(2).
---------------------------------------------------------------------------

    The proposed amendment to paragraph (d) of Rule 17g-2 is designed
to provide the marketplace with additional information for comparing
the ratings performance of NRSROs that determine issuer-paid credit
ratings and, therefore, provide users of credit ratings with more
useful metrics with which to compare these NRSROs. Increased disclosure
of ratings history for issuer-paid credit ratings could make the
performance of the NRSROs more transparent to the marketplace and,
thereby, highlight those firms that do a better job analyzing credit
risk. This could cause users of credit ratings to give greater weight
to credit ratings of NRSROs that distinguish themselves by determining
more accurate credit ratings than their peers. Moreover, to the extent
this improves the quality of the credit ratings, persons that use
credit ratings to make investment or lending decisions would have
better information upon which to base their decisions. As a
consequence, the rule could result in a more efficient allocation of
capital and loans to issuers and obligors based on the risk appetites
of the investors and lenders. The Commission believes that this
enhanced disclosure would benefit smaller NRSROs that determine issuer-
paid credit ratings to the extent they do a better job of assessing
creditworthiness.
    The Commission is not proposing to require the public disclosure of
ratings action histories for subscriber-paid credit ratings at this
time out of competitive concerns. However, as indicated by the detailed
solicitations of comment above, the Commission is considering how to
make more information publicly available and accessible about the
performance of these ratings. The Commission believes that the proposed
rule would address concerns about the competitive impact of the public
disclosure requirement and at the same time foster greater
accountability of NRSROs with respect to their issuer-paid credit
ratings as well as increase competition among NRSROs by making it
easier for persons to analyze the actual performance of their credit
ratings.
    The re-proposed amendments to paragraphs (a) and (b) of Rule 17g-5
could enhance competition among NRSROs. The goal of these proposals is

to provide a mechanism for NRSROs to determine unsolicited credit
ratings, which would provide users of credit ratings with more
assessments of the creditworthiness of a structured finance product.
This mechanism could expose NRSROs whose procedures and methodologies
for determining credit ratings are less conservative in order to gain
business. It also could mitigate the impact of rating shopping, since
NRSROs not hired to rate a deal could nonetheless issue a credit
rating. These potential impacts of the re-proposed amendments could
help to restore confidence in credit ratings and, thereby, promote
capital formation. They also could promote the more efficient
allocation of capital by investors to the extent the quality of credit
ratings is improved. In addition, by creating a mechanism for
determining unsolicited ratings, they could increase competition by
allowing smaller NRSROs to demonstrate proficiency in rating structured
products.
    The Commission generally requests comment on all aspects of this
analysis of the burden on competition and promotion of efficiency,
competition, and capital formation. In addition, the Commission
requests specific comment on the following items related to this
analysis:
     Would the Proposed Rule Amendments have an adverse effect
on efficiency, competition, and capital formation that is neither
necessary nor appropriate in furtherance of the purposes of the
Exchange Act?

Commenters should provide specific data and analysis to support any
comments they submit with respect to these burden estimates.

VIII. Consideration of Impact on the Economy

    For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996, or ``SBREFA,'' \180\ the Commission must advise OMB
whether a proposed regulation constitutes a major rule. Under SBREFA, a
rule is ``major'' if it has resulted in, or is likely to result in:
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    \180\ Pub. L. No. 104-121, Title II, 110 Stat. 857 (1996)
(codified in various sections of 5 U.S.C., 15 U.S.C. and as a note
to 5 U.S.C. 601).
---------------------------------------------------------------------------

     An annual effect on the economy of $100 million or more;
     A major increase in costs or prices for consumers or
individual industries; or
     A significant adverse effect on competition, investment,
or innovation.
    If a rule is ``major,'' its effectiveness will generally be delayed
for 60 days pending Congressional review. The Commission requests
comment on the potential impact of the Proposed Rule Amendments on the
economy on an annual basis. Commenters are requested to provide
empirical data and other factual support for their view to the extent
possible.

IX. Initial Regulatory Flexibility Analysis

    The Commission has prepared the following Initial Regulatory
Flexibility Analysis (``IRFA''), in accordance with the provisions of
the Regulatory Flexibility Act,\181\ regarding the Proposed Rule
Amendments to Rules 17g-2 and 17g-5 under the Exchange Act.
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    \181\ 5 U.S.C. 603.
---------------------------------------------------------------------------

    The Commission encourages comments with respect to any aspect of
this IRFA, including comments with respect to the number of small
entities that may be affected by the Proposed Rule Amendments. Comments
should specify the costs of compliance with the Proposed Rule
Amendments and suggest alternatives that would accomplish the goals of
the amendments. Comments will be considered in determining whether a
Final Regulatory Flexibility Analysis is required and will be placed in
the same public file as comments on the Proposed Rule Amendments.
Comments should be submitted to the Commission at the addresses
previously indicated.

A. Reasons for the Proposed Action

    The Proposed Rule Amendments would prescribe additional
requirements for NRSROs to address concerns relating to the
transparency of ratings actions and the conflicts of interest at
NRSROs.

B. Objectives

    The objectives of the Rating Agency Act are ``to improve ratings
quality for the protection of investors and in the public interest by
fostering accountability, transparency, and competition in the credit
rating industry.'' \182\ The Proposed Rule Amendments are designed to
improve the transparency of credit ratings performance by making credit
ratings actions publicly available and the accuracy of credit ratings
for structured finance products by increasing competition among the
NRSROs that rate these securities and money market instruments.
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    \182\ See Senate Report.
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C. Legal Basis

    Pursuant to the Sections 3(b), 15E, 17(a), 23(a) and 36 of the
Exchange Act.\183\
---------------------------------------------------------------------------

    \183\ 15 U.S.C. 78c(b), 78o-7, 78q(a), and 78w.
---------------------------------------------------------------------------

D. Small Entities Subject to the Rule

    Paragraph (a) of Rule 0-10 provides that for purposes of the
Regulatory Flexibility Act, a small entity ``[w]hen used with reference
to an `issuer' or a `person' other than an investment company'' means
``an `issuer' or `person' that, on the last day of its most recent
fiscal year, had total assets of $5 million or less.'' \184\ The
Commission believes that an NRSRO with total assets of $5 million or
less would qualify as a ``small'' entity for purposes of the Regulatory
Flexibility Act.
---------------------------------------------------------------------------

    \184\ 17 CFR 240.0-10(a).
---------------------------------------------------------------------------

    As noted in the Adopting Release,\185\ the Commission believes that
approximately 30 credit rating agencies ultimately would be registered
as an NRSRO. Of the approximately 30 credit rating agencies estimated
to be registered with the Commission, the Commission estimates that
approximately 20 may be ``small'' entities for purposes of the
Regulatory Flexibility Act.\186\
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    \185\ June 5, 2007 Adopting Release, 72 FR at 33618.
    \186\ See 17 CFR 240.0-10(a).
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E. Reporting, Recordkeeping, and Other Compliance Requirements

    The proposed amendment would revise paragraph (d) of Rule 17g-2 to
require NRSROs to publicly disclose, in XBRL format and with a one-year
delay, ratings action histories for all outstanding issuer-paid credit
ratings.\187\ The disclosure of this information could enhance the
metrics by which users of credit ratings evaluate the performance of
NRSROs determining issuer-paid credit ratings.
---------------------------------------------------------------------------

    \187\ Proposed amendment to paragraph (d) of Rule 17g-2.
---------------------------------------------------------------------------

    The re-proposal would amend paragraphs (a) and (b) of Rule 17g-5
and add new paragraph (e) to the rule. Under the re-proposed
amendments, NRSROs that are paid by arrangers to determine credit
ratings for structured finance products would be required to maintain a
password protected Internet Web site that lists each deal they have
been hired to rate. They also would be required to obtain
representations from the arranger hiring the NRSRO to determine the
rating that the arranger will post all information provided to the
NRSRO to determine the rating and, thereafter, to monitor the rating on
a password protected Internet Web site.

NRSROs not hired to determine and monitor the ratings would be able to
access the NRSRO Internet Web sites to learn of new deals being rated
and then access the arranger Internet Web sites to obtain the
information being provided by the arranger to the hired NRSRO during
the entire initial rating process and, thereafter, for the purpose of
surveillance. However, the ability of NRSROs to access these NRSRO and
arranger Internet Web sites would be limited to NRSROs that certify to
the Commission on an annual basis, among other things, that they are
accessing the information solely for the purpose of determining or
monitoring credit ratings, that they will keep the information
confidential and treat it as material non-public information, and that
they will determine credit ratings for at least 10% of the deals for
which they obtain information. They also would be required to disclose
in the certification the number of deals for which they obtained
information through accessing the Internet Web sites and the number of
ratings they issued using that information during the year covered by
their most recent certification.

F. Duplicative, Overlapping, or Conflicting Federal Rules

    The Commission believes that there are no federal rules that
duplicate, overlap, or conflict with the Proposed Rule Amendments.

G. Significant Alternatives

    Pursuant to Section 3(a) of the Regulatory Flexibility Act,\188\
the Commission must consider certain types of alternatives, including:
(1) The establishment of differing compliance or reporting requirements
or timetables that take into account the resources available to small
entities; (2) the clarification, consolidation, or simplification of
compliance and reporting requirements under the rule for small
entities; (3) the use of performance rather than design standards; and
(4) an exemption from coverage of the rule, or any part of the rule,
for small entities.
---------------------------------------------------------------------------

    \188\ 5 U.S.C. 603(c).
---------------------------------------------------------------------------

    The Commission is considering whether it is necessary or
appropriate to establish different compliance or reporting requirements
or timetables; or clarify, consolidate, or simplify compliance and
reporting requirements under the rule for small entities. Because the
Proposed Rule Amendments are designed to improve the overall quality of
ratings and enhance the Commission's oversight, the Commission
preliminarily believes that small entities should be covered by the
rule.

H. Request for Comments

    The Commission encourages the submission of comments to any aspect
of this portion of the IRFA. Comments should specify costs of
compliance with the Proposed Rule Amendments and suggest alternatives
that would accomplish the objective of the Proposed Rule Amendments.

X. Statutory Authority

    The Commission is proposing amendments to Rule 17g-5 pursuant to
the authority conferred by the Exchange Act, including Sections 3(b),
15E, 17, 23(a) and 36.\189\
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    \189\ 15 U.S.C. 78c(b), 78o-7, 78q, 78w(a), and 78mm.
---------------------------------------------------------------------------

List of Subjects in 17 CFR Parts 240 and 243

    Brokers, Reporting and recordkeeping requirements, Securities.

Text of Re-Proposed Rules

    In accordance with the foregoing, the Commission proposes to amend
Title 17, Chapter II of the Code of Federal Regulations as follows.

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

    1. The authority citation for part 240 continues to read in part as
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i,
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u5,
78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4,
80b-11, and 7201 et seq.; and 18 U.S.C. 1350, unless otherwise
noted.
* * * * *
    2. Section 240.17g-2, as amended by a final rule published
elsewhere in this issue of the Federal Register, is amended by revising
paragraph (d) to read as follows:

Sec.  240.17g-2  Records to be made and retained by nationally
recognized statistical rating organizations.

* * * * *
    (d)(1) Manner of retention. An original, or a true and complete
copy of the original, of each record required to be retained pursuant
to paragraphs (a) and (b) of this section must be maintained in a
manner that, for the applicable retention period specified in paragraph
(c) of this section, makes the original record or copy easily
accessible to the principal office of the nationally recognized
statistical rating organization and to any other office that conducted
activities causing the record to be made or received.
    (2) A nationally recognized statistical rating organization must
make and keep publicly available on its corporate Internet Web site in
an XBRL (eXtensible Business Reporting Language) format the ratings
action information for ten percent of the outstanding credit ratings
required to be retained pursuant to paragraph (a)(8) of this section
and which were paid for by the obligor being rated or by the issuer,
underwriter, or sponsor of the security being rated, selected on a
random basis, for each class of credit rating for which it is
registered and for which it has issued 500 or more outstanding credit
ratings paid for by the obligor being rated or by the issuer,
underwriter, or sponsor of the security being rated. Any ratings action
required to be disclosed pursuant to this paragraph (d)(2) need not be
made public less than six months from the date such ratings action is
taken. If a credit rating made public pursuant to this paragraph (d)(2)
is withdrawn or the instrument rated matures, the nationally recognized
statistical rating organization must randomly select a new outstanding
credit rating from that class of credit ratings in order to maintain
the 10 percent disclosure threshold. In making the information
available on its corporate Internet Web site, the nationally recognized
statistical rating organization shall use the List of XBRL Tags for
NRSROs as specified on the Commission's Internet Web site.
    (3) A nationally recognized statistical rating organization must
make and keep publicly available on its corporate Internet Web site in
an XBRL (eXtensible Business Reporting Language) format the ratings
action information required to be retained pursuant to paragraph (a)(8)
of this section for any rating initially rated by the nationally
recognized statistical rating organization on or after June 26, 2007
paid for by the obligor being rated or by the issuer, underwriter, or
sponsor of the security being rated. Any ratings action required to be
disclosed pursuant to this paragraph (d)(3) need not be made public
less than twelve months from the date such ratings action is taken. In
making the information available on its corporate Internet Web site,
the nationally recognized statistical rating organization shall use the
List of XBRL Tags for NRSROs as specified on the Commission's Internet
Web site.
* * * * *
    3. Section 240.17g-5 is amended by:

    a. Removing the word ``and'' at the end of paragraph (a)(1);
    b. Removing the period at the end of paragraph (a)(2) and in its
place adding ``; and'';
    c. Adding paragraph (a)(3);
    d. Redesignating paragraph (b)(9) as paragraph (b)(10); and
    e. Adding new paragraph (b)(9) and paragraph (e);
    The additions read as follows:

Sec.  240.17g-5  Conflicts of interest.

    (a) * * *
    (3) In the case of the conflict of interest identified in paragraph
(b)(9) of this section relating to issuing or maintaining a credit
rating for a security or money market instrument issued by an asset
pool or as part of any asset-backed or mortgage-backed securities
transaction, the nationally recognized statistical rating organization:
    (i) Maintains on a password-protected Internet Web site a list of
each such security or money market instrument for which it is currently
in the process of determining an initial credit rating in chronological
order and identifying the type of security or money market instrument,
the name of the issuer, the date the rating process was initiated, and
the Internet Web site address where the issuer, sponsor, or underwriter
of the security or money market instrument represents that the
information described in paragraphs (a)(3)(iii)(C) and (D) of this
section can be accessed;
    (ii) Provides free and unlimited access to such password-protected
Internet Web site during the applicable calendar year to any nationally
recognized statistical rating organization that provides it with a copy
of the certification described in paragraph (e) of this section that
covers that calendar year;
    (iii) Obtains from the issuer, sponsor, or underwriter of each such
security or money market instrument a representation that can
reasonably be relied upon that the issuer, sponsor, or underwriter
will:
    (A) Maintain the information described in paragraphs (a)(3)(iii)(C)
and (D) of this section available at an identified password-protected
Internet Web site that presents the information in a manner indicating
which information currently should be relied on to determine or monitor
the credit rating;
    (B) Provide access to such password-protected Internet Web site
during the applicable calendar year to any nationally recognized
statistical rating organization that provides it with a copy of the
certification described in paragraph (e) of this section that covers
that calendar year;
    (C) Post on such password-protected Internet Web site all
information the issuer, sponsor, or underwriter provides to the
nationally recognized statistical rating organization for the purpose
of determining the initial credit rating for the security or money
market instrument, including information about the characteristics of
the assets underlying or referenced by the security or money market
instrument, and the legal structure of the security or money market
instrument, at the same time such information is provided to the
nationally recognized statistical rating organization; and
    (D) Post on such password-protected Internet Web site all
information the issuer, sponsor, or underwriter provides to the
nationally recognized statistical rating organization for the purpose
of undertaking credit rating surveillance on the security or money
market instrument, including information about the characteristics and
performance of the assets underlying or referenced by the security or
money market instrument at the same time such information is provided
to the nationally recognized statistical rating organization.
* * * * *
    (b) * * *
    (9) Issuing or maintaining a credit rating for a security or money
market instrument issued by an asset pool or as part of any asset-
backed or mortgage-backed securities transaction that was paid for by
the issuer, sponsor, or underwriter of the security or money market
instrument.
* * * * *
    (e) Certification. In order to access a password-protected Internet
Web site described in paragraph (a)(3) of this section, a nationally
recognized statistical rating organization must furnish to the
Commission, for each calendar year for which it is requesting a
password, the following certification, signed by a person duly
authorized by the certifying entity:

The undersigned hereby certifies that it will access the Internet
Web sites described in Sec.  240.17g-5(a)(3) solely for the purpose
of determining or monitoring credit ratings. Further, the
undersigned certifies that it will keep the information it accesses
pursuant to Sec.  240.17g-5(a)(3) confidential and treat it as
material nonpublic information subject to its written policies and
procedures established, maintained, and enforced pursuant to section
15E(g)(1) of the Act (15 U.S.C. 78o-7(g)(1)) and Sec.  240.17g-4.
Further, the undersigned certifies that it will determine and
maintain credit ratings for at least 10% of the issued securities
and money market instruments for which it accesses information
pursuant to Sec.  240.17g-5(a)(3)(iii), if it accesses such
information for 10 or more issued securities or money market
instruments in the calendar year covered by the certification.
Further, the undersigned certifies one of the following as
applicable: (1) In the most recent calendar year during which it
accessed information pursuant to Sec.  240.17g-5(a)(3), the
undersigned accessed information for [Insert Number] issued
securities and money market instruments through Internet Web sites
described in Sec.  240.17g-5(a)(3) and determined and maintained
credit ratings for [Insert Number] of such securities and money
market instruments; or (2) The undersigned previously has not
accessed information pursuant to Sec.  240.17g-5(a)(3) 10 or more
times in a calendar year.

PART 243--REGULATION FD

    4. The authority citation for part 243 continues to read as
follows:

    Authority: 15 U.S.C. 78c, 78i, 78j, 78m, 78o, 78w, 78mm, and
80a-29, unless otherwise noted.

    5. Section Sec.  243.100 is amended by revising paragraph
(b)(2)(iii) to read as follows:

Sec.  243.100  General rule regarding selective disclosure.

* * * * *
    (b) * * *
    (2) * * *
    (iii) If the information is disclosed solely for the purpose of
developing a credit rating, to:
    (A) Any nationally recognized statistical rating organization, as
that term is defined in Section 3(a)(62) of the Securities Exchange Act
of 1934 (15 U.S.C. 78c(a)(62)), pursuant to Sec.  240.17g-5(a)(3) of
this chapter; or
    (B) Any credit rating agency as that term is defined in Section
3(a)(62) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(62))
that makes its credit ratings publicly available; or
* * * * *

    By the Commission.

    Dated: February 2, 2009.
Elizabeth M. Murphy,
Secretary.
[FR Doc. E9-2514 Filed 2-6-09; 8:45 am]

BILLING CODE 8011-01-P


[Federal Register Volume 77, Number 245 (Thursday, December 20, 2012)]
[Notices]
[Pages 75453-75454]
[FR Doc No: 2012-30649]

=======================================================================
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SECURITIES AND EXCHANGE COMMISSION

[Release No. 68443; File No. SR-DTC-2012-09]

Self-Regulatory Organizations; The Depository Trust Company;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Make Ministerial Changes to the Existing Reorganization Service Guide

December 14, 2012.
    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 December 6, 2012, The Depository Trust Company (``DTC'') 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 primarily by DTC. DTC filed the proposed rule change
pursuant to Section 19(b)(3)(A)(iii) \3\ of the Act and Rule 19b-
4(f)(4)(i) \4\ thereunder, so that the proposed rule change was
effective upon filing with the Commission. The Commission is publishing
this notice to solicit comments on the proposed rule change from
interested parties.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(4)(i).
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I. Self-Regulatory Organization's Statement of Terms of Substance of
the Proposed Rule Change

    As discussed below, this rule change will make ministerial changes
regarding inputs and methods of notification in the Reorganization
Service Guide (``Reorg Guide'').

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

    In its filing with the Commission, DTC 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. DTC has prepared summaries, set forth in sections (A),
(B) and (C) below, of the most significant aspects of such
statements.\5\
---------------------------------------------------------------------------

    \5\ The Commission has modified the text of the summaries
prepared by DTC.
---------------------------------------------------------------------------

(A) Self-Regulatory Organization's Statement of Purpose of, and
Statutory Basis for, the Proposed Rule Change

    DTC receives and distributes information to Participants about
various reorganization activities through its reorganization service.
Following the distribution of the information, DTC will process
Participants' elections with respect to this activity on their behalf.
DTC will also assign voting or consenting rights to Participants in
conjunction with shareholder meetings or consent solicitations through
its reorganization service.
    With this rule filing, DTC is updating the Reorg Guide in order to
make ministerial changes regarding inputs and methods of notification.
The changes include changing the name of the ``Participant Terminal
System'' or ``PTS'' to ``Participant Browser System'' or ``PBS,''
updating contact information, and updating the time that acceptances
can be transmitted via the Participant Tender Offer PBS function.
Additionally, greater detail is being included on how the
``Conversion'' and

``Proxy'' features work. For the Conversion feature, the Reorg Guide
will now state that: ``On Conversions where the entitlement could be
Cash, proceeds are credited to your account after the price
determination period,'' and ``DTC will chill Delivery Orders the
evening prior to the redemption date.'' For the Proxy feature, the
Reorg Guide will now state that: ``DTC also offers election processing
for Consent Solicitation events via its ATOP (Automated Tender Offer
Program) service. Under this service, DTC allows participant
instructions on Consent Solicitation events to be accepted via ATOP and
transmitted electronically to balloting agents.'' These changes will
provide a more concise and coherent description of the procedures.
    The proposed rule change is consistent with the requirements of the
Act, specifically Section 17A(b)(3)(F),\6\ and the rules and
regulations thereunder, applicable to DTC in that it promotes
efficiencies in the prompt and accurate clearance and settlement of
securities transactions by enhancing the utilization of DTC's existing
services. Moreover, the proposed rule change reduces the costs,
inefficiencies and risks associated with the processing or
reorganization events by clarifying the procedures associated with the
Reorganization Service.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

(B) Self-Regulatory Organization's Statement on Burden on Competition

    DTC does not believe that the proposed rule change will have any
impact, or 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 relating to the proposed rule change have not yet
been solicited or received. DTC will notify the Commission of any
written comments received by DTC.

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

    The forgoing rule change has become effective pursuant to Section
19(b)(3)(A)(iii) of the Act \7\ and Rule 19b-4(f)(4)(i) \8\ thereunder
because it effects a change in an existing service of DTC that does not
significantly affect the safeguarding of securities or funds in the
custody or control of DTC or for which it is responsible and does not
significantly affect the respective rights or obligations of DTC or
persons using this service. 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.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \8\ 17 CFR 240.19b-4(f)(4)(i).
---------------------------------------------------------------------------

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 No. SR-DTC- 2012-09 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-DTC-2012-09. 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 such filings will also be available
for inspection and copying at the principal office of DTC and on DTC's
Web site at http://www.dtcc.com/downloads/legal/rule_filings/2012/dtc/SR-DTC-2012-09.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-DTC-2012-09
and should be submitted on or before January 10, 2013.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
---------------------------------------------------------------------------

    \9\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-30649 Filed 12-19-12; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: August 16, 2010 (Volume 75, Number 157)]
[Notices]
[Page 50010]
[DOCID:fr16au10-118]

=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[File No. 500-1]

Atchison Casting Corp. (n/k/a Bradken-Atchison/St. Joseph, Inc.),
CityFed Financial Corp., Divine, Inc. (n/k/a Enivid, Inc.), Genesis
Worldwide, Inc., Hampton Consulting Corp., and Jake's Pizza
International, Inc.; Order of Suspension of Trading

August 12, 2010.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Atchison Casting Corp. (n/k/a Bradken-Atchison/St. Joseph, Inc.)
because it has not filed any periodic reports since the period ended
March 31, 2003.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
CityFed Financial Corp. because it has not filed any periodic reports
since the period ended March 31, 2006.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Divine, Inc. (n/k/a Enivid, Inc.) because it has not filed any periodic
reports since the period ended September 30, 2002.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Genesis Worldwide, Inc. because it has not filed any periodic reports
since the period ended June 30, 2001.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Hampton Consulting Corp. because it has not filed any periodic reports
since the period ended June 30, 2004.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Jake's Pizza International, Inc. because it has not filed any periodic
reports since the period ended June 30, 1997.
    The Commission is of the opinion that the public interest and the
protection of investors require a suspension of trading in the
securities of the above-listed companies. Therefore, it is ordered,
pursuant to Section 12(k) of the Securities Exchange Act of 1934, that
trading in the securities of the above-listed companies is suspended
for the period from 9:30 a.m. EDT on August 12, 2010, through 11:59
p.m. EDT on August 25, 2010.

    By the Commission.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2010-20259 Filed 8-12-10; 11:15 am]
BILLING CODE 8010-01-P


 [Federal Register Volume 76, Number 130 (Thursday, July 7, 2011)] [Notices] [Pages 39975-39976] [FR Doc No: 2011-16979]

=======================================================================

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

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

[Summary Notice No. PE-2011-29]

Petition for Exemption; Summary of Petition Received

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice of petition for exemption received.

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

SUMMARY: This notice contains a summary of a petition seeking relief

from specified requirements of Title 14 Code of Federal Regulations

(CFR). The purpose of this notice is to improve the public's awareness

of, and participation in, this aspect of FAA's regulatory activities.

Neither publication of this notice nor the inclusion or omission of

information in the summary is intended to affect the legal status of

the petition or its final disposition.

DATES: Comments on this petition must identify the petition docket

number and must be received by July 27, 2011.

ADDRESSES: You may send comments identified by Docket Number FAA-2011-

0130 using any of the following methods:

     Government-wide rulemaking Web site: Go to http://www.regulations.gov and follow the instructions for sending your

comments electronically.

     Mail: Send comments to the Docket Management Facility;

U.S. Department of Transportation, 1200 New Jersey Avenue, SE., West

Building Ground Floor, Room W12-140, Washington, DC 20590.

     Fax: Fax comments to the Docket Management Facility at

202-493-2251.

     Hand Delivery: Bring comments to the Docket Management

Facility in Room W12-140 of the West Building Ground Floor at 1200 New

Jersey Avenue, SE., Washington, DC, between 9 a.m. and 5 p.m., Monday

through Friday, except Federal holidays.

    Privacy: We will post all comments we receive, without change, to

http://www.regulations.gov, including any personal information you

provide. Using the search function of our docket Web site, anyone can

find and read the comments received into any of our dockets, including

the name of the individual sending the comment (or signing the comment

for an association, business, labor union, etc.). You may review DOT's

complete Privacy Act Statement in the Federal Register published on

April 11, 2000 (65 FR 19477-78).

    Docket: To read background documents or comments received, go to

http://www.regulations.gov at any time or to the Docket Management

Facility in Room W12-140 of the West Building Ground Floor at 1200 New

Jersey Avenue, SE., Washington, DC, between 9 a.m. and 5 p.m., Monday

through Friday, except Federal holidays.

FOR FURTHER INFORMATION CONTACT: David Staples,<PHONE_NUMBER>, Keira

Jones,<PHONE_NUMBER>, or Tyneka L. Thomas,<PHONE_NUMBER>, Office of

Rulemaking, Federal Aviation Administration, 800 Independence Avenue,

SW., Washington, DC 20591.

    This notice is published pursuant to 14 CFR 11.85.

    Issued in Washington, DC, on June 30, 2011.

Dennis R. Pratte,

Acting Director, Office of Rulemaking.

Petition for Exemption

    Docket No.: FAA-2011-0130.

    Petitioner: Davonair, Inc.

    Section of 14 CFR Affected: 14 CFR 135.183.

    Description of Relief Sought: The petitioner requests to operate

their Cessna C-208B single-engine airplane in part 135 passenger

carrying operations over water, beyond gliding distance from land. The

petitioner requests relief due to Air Traffic Control (ATC) procedures

that place the airplane at fixes and altitudes from which single

engine aircraft cannot reach land in the event of engine failure.

[FR Doc. 2011-16979 Filed 7-6-11; 8:45 am]

BILLING CODE 4910-13-P


[Federal Register: July 30, 2008 (Volume 73, Number 147)]
[Rules and Regulations]
[Page 44155-44156]
[DOCID:fr30jy08-11]

=======================================================================
-----------------------------------------------------------------------

 ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R09-OAR-2008-0237; FRL-8695-7]

Revisions to the California State Implementation Plan, Ventura
County Air Pollution Control District

AGENCY: Environmental Protection Agency (EPA).

ACTION: Final rule.

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

SUMMARY: EPA is finalizing approval of revisions to the Ventura County
Air Pollution Control District (VCAPCD) portion of the California State
Implementation Plan (SIP). These revisions were proposed in the Federal
Register on May 9, 2008 and concern oxides of nitrogen (NOX
) emissions from stationary internal combustion engines. We are
approving a local rule that regulates these emission sources under the
Clean Air Act as amended in 1990 (CAA or the Act).

DATES: Effective Date: This rule is effective on August 29, 2008.

ADDRESSES: EPA has established docket number EPA-R09-OAR-2008-0237 for
this action. The index to the docket is available electronically at
www.regulations.gov and in hard copy at EPA Region IX, 75 Hawthorne
Street, San Francisco, California. While all documents in the docket
are listed in the index, some information may be publicly available
only at the hard copy location (e.g., copyrighted material), and some
may not be publicly available in either location (e.g., CBI). To
inspect the hard copy materials, please schedule an appointment during
normal business hours with the contact listed in the FOR FURTHER
INFORMATION CONTACT section.

FOR FURTHER INFORMATION CONTACT: Francisco D[oacute][ntilde]tez, EPA
Region IX,<PHONE_NUMBER><EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: Throughout this document, ``we,'' ``us'' and
``our'' refer to EPA.

Table of Contents

I. Proposed Action
II. Public Comments and EPA Responses
III. EPA Action
IV. Statutory and Executive Order Reviews

I. Proposed Action

    On May 9, 2008 (73 FR 26355), EPA proposed to approve the following
rule into the California SIP.

----------------------------------------------------------------------------------------------------------------
           Local agency              Rule           Rule title             Adopted         Submitted
----------------------------------------------------------------------------------------------------------------
VCAPCD............................            74.9   Stationary Internal              11/08/05         03/10/06
                                                      Combustion Engines.
----------------------------------------------------------------------------------------------------------------

    We proposed to approve this rule because we determined that it
complied with the relevant CAA requirements. Our proposed action
contains more information on the rule and our evaluation.

II. Public Comments and EPA Responses

    EPA's proposed action provided a 30-day public comment period.
During this period, we received no comments.

III. EPA Action

    No comments were submitted that change our assessment that the
submitted rule complies with the relevant CAA requirements. Therefore,
as authorized in section 110(k)(3) of the Act, EPA is fully approving
this rule into the California SIP.

IV. Statutory and Executive Order Reviews

    Under the Clean Air Act, the Administrator is required to approve a
SIP submission that complies with the provisions of the Act and
applicable Federal regulations. 42 U.S.C. 7410(k); 40 CFR 52.02(a).
Thus, in reviewing SIP submissions, EPA's role is to approve state
choices, provided that they meet the criteria of the Clean Air Act.
Accordingly, this action merely approves state law as meeting Federal
requirements and does not impose additional requirements beyond those
imposed by state law. For that reason, this action:
     Is not a ``significant regulatory action'' subject to
review by the Office of Management and Budget under Executive Order
12866 (58 FR 51735, October 4, 1993);
     Does not impose an information collection burden under the
provisions of the Paperwork Reduction Act (44 U.S.C. 3501 et seq.);
     Is certified as not having a significant economic impact
on a substantial number of small entities under the Regulatory
Flexibility Act (5 U.S.C. 601 et seq. );
     Does not contain any unfunded mandate or significantly or
uniquely affect small governments, as described in the Unfunded
Mandates Reform Act of 1995 (Pub. L. 104-4);
     Does not have Federalism implications as specified in
Executive Order 13132 (64 FR 43255, August 10, 1999);
     Is not an economically significant regulatory action based
on health or safety risks subject to Executive Order 13045 (62 FR
19885, April 23, 1997);
     Is not a significant regulatory action subject to
Executive Order 13211 (66 FR 28355, May 22, 2001);
     Is not subject to requirements of Section 12(d) of the
National Technology Transfer and Advancement Act of 1995 (15 U.S.C. 272
note) because application of those requirements would be inconsistent
with the Clean Air Act; and
     Does not provide EPA with the discretionary authority to
address, as appropriate, disproportionate human health or environmental
effects, using practicable and legally permissible methods, under
Executive Order 12898 (59 FR 7629, February 16, 1994).
    In addition, this rule does not have tribal implications as
specified by Executive Order 13175 (65 FR 67249, November 9, 2000),
because the SIP is not approved to apply in Indian country located in
the state, and EPA notes that it will not impose substantial direct
costs on tribal governments or preempt tribal law.
    The Congressional Review Act, 5 U.S.C. 801 et seq., as added by the
Small Business Regulatory Enforcement Fairness Act of 1996, generally
provides that before a rule may take effect, the agency promulgating
the rule must submit a rule report, which includes a copy of the rule,
to each House of the Congress and to the Comptroller General of the
United States. EPA will submit a report containing this action and
other required information to the U.S. Senate, the U.S. House of
Representatives, and the Comptroller General of the United States prior
to publication of the rule in the Federal Register. A major rule cannot
take effect until 60 days after it is published in the Federal
Register. This action is not a ``major rule'' as defined by 5 U.S.C.
804(2).
    Under section 307(b)(1) of the Clean Air Act, petitions for
judicial review of this action must be filed in the United States Court
of Appeals for the appropriate circuit by September 29, 2008. Filing a
petition for reconsideration by the Administrator of this final rule
does not affect the finality of this action for the purposes of
judicial review nor does it extend the time within which a petition for
judicial review may be filed, and shall not

postpone the effectiveness of such rule or action. This action may not
be challenged later in proceedings to enforce its requirements (see
section 307(b)(2)).

List of Subjects in 40 CFR Part 52

    Environmental protection, Air pollution control, Incorporation by
reference, Intergovernmental relations, Nitrogen dioxide, Ozone,
Reporting and recordkeeping requirements.

    Dated: June 30, 2008.
Laura Yoshii,
Acting Regional Administrator, Region IX.

0
Part 52, chapter I, title 40 of the Code of Federal Regulations is
amended as follows:

PART 52--[AMENDED]

0
1. The authority citation for part 52 continues to read as follows:

    Authority: 42 U.S.C. 7401 et seq.

Subpart F--California

0
2. Section 52.220 is amended by adding paragraph (c)(344)(i)(D) to read
as follows:

Sec.  52.220  Identification of plan.

* * * * *
    (c) * * *
    (344) * * *
    (i) * * *
    (D) Ventura County Air Pollution Control District.
    (1) Rule 74.9, Stationary Internal Combustion Engines, adopted on
November 8, 2005.
* * * * *

 [FR Doc. E8-17471 Filed 7-29-08; 8:45 am]

BILLING CODE 6560-50-P