PAPERWORK REDUCTION ACT SUBMISSION Please read the instructions before completing this form. For additional forms or assistance in completing this form, contact your agency's Paperwork Clearance Officer. Send two copies of this form, the collection instrument to be reviewed, the Supporting Statement and any additional documentation to: Office of Information and Regulatory Affairs, Office of Management and Budget, Docket Library, Room 10102, 725 17th Street NW Washington, DC 20503.

1. Agency/ Subagency originating request U. S. EPA / OAR / OTAQ 2. OMB control number b. None a. 2060 0104 3. Type of information collection ( check one) a. New collection b. X Revision of a currently approved collection c. Extension of a currently approved collection d. Reinstatement, without change, of a previously approved collection for which approval has expired e. Reinstatement, with change, of a previously approved collection for which approval has expired f. Existing collection in use without an OMB control number 4. Type of review requested ( check one) a. X Regular b. Emergency  Approval requested by: / / c. Delegated 5. Small entities Will this information collection have a significant economic impact on a substantial number of small entities? Yes X No For b f, note item A2 of Supporting Statement Instructions 6. Requested expiration date a. Three years from approval date b. X Other Specify: 11/ 30/ 2008 7. Title: Cold Temperature Hydrocarbon Emissions Standards for Light Duty Vehicles, Light Duty Trucks, and Medium Duty Passenger Vehicles ( Proposed Rule)

8. Agency form number( s) ( If applicable): EPA ICR 0783.50 9. Keywords: hazardous air pollutant, air toxic, mobile source air toxic, MSAT, benzene, gasoline, cold, particulate matter, PM, PM2.5, cold temperature hydrocarbon emission 10. Abstract The information collection covered by this Information Collection is a requirement on the manufactures and importers of vehicles for their certification for sale in the United States by EPA. The process of certification is documented in the proposed rule published in 40 CFR part 85 ( Control of Air Pollution from Mobile Sources) and part 86 ( Control of Emissions from New and In use Highway Vehicles and Engines). The requested information includes both reports and recordkeeping.

11. Affected public ( Mark primary with " P" and all others that apply with " X") a. Individuals or households d. Farms b. P Business or other for profit e. Federal Government c. Not for profit institutions f. State, Local or Tribal Government 12. Obligation to respond ( Mark primary with " P" and all others that apply with " X") a. Voluntary b. Required to obtain or retain benefits c. P Mandatory 13. Annual reporting and recordkeeping hour burden a. Number of respondents 139 b. Total annual responses 16,290 1. Percentage of these responses collected electronically 100% c. Total hours requested 647,177 d. Current OMB inventory 647,176 e. Difference 1 f. Explanation of difference 1. Program Change 1 2. Adjustment 0 14. Annual reporting and recordkeeping cost burden ( in thousands of dollars) a. Total annualized capital/ startup costs $ 11,336 b. Total annual costs ( O& M) $ 0 c. Total annualized cost requested $ 11,336 d. Current OMB inventory $ 11,335 e. Difference $ 1 f. Explanation of difference 1. Program change $ 1 2. Adjustment $ 0 15. Purpose of information collection ( Mark Primary With " P" and all others that apply with " X") a. __ Application for benefits e. __ Program planning or management b. __ Program evaluation f. __ Research c. __ General purpose statistics g. P Regulatory or compliance d. __ Audit 16. Frequency of recordkeeping or reporting ( check all that apply) a. X Recordkeeping b. Third party disclosure c. X Reporting 1. On occasion 2. Weekly 3. Monthly 4. Quarterly 5. Semi annually 6. X Annually 7. Biennially 8. X Other ( describe) As Needed 17. Statistical methods Does this information collection employ statistical methods?

Q Yes O No 18. Agency contact ( person who can best answer questions regarding the content of this submission) Name: Brent Lignell Phone: ( 734) 214 4592 OMB 83 I 10/ 95 19. Certification for Paperwork Reduction Act Submissions On behalf of this Federal agency, 1 certify that the collection of information encompassed by this request complies with' 5 CFR 1320.9.

NOTE: The text of 5 CFR 1320.9, and the related provisions of 5 CFR 1320.8( b)( 3), appear at the end of the instructions. The certification is to be made with reference to those regulatory provisions as set forth in the instructions.

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

( a) It is necessary for the proper performance of agency functions;

( b) It avoids unnecessary duplication;

( c) It reduces burden on small entities;

( d) It uses plain, coherent, and unambiguous terminology that is understandable to respondents;

( e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

( f) It indicates the retention periods for recordkeeping requirements;

( g) It informs respondents of the information called for under 5 CFR 1320.8( b)( 3): ( I) Why the information is being collected' ( ii) Use of information; ( iii) Burden estimate; ( iv) Nature of response ( voluntary, required for a benefit, or mandatory); ( v) Nature and extent of confidentiality; and ( vi) Need to display currently valid OMB control number;

( h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected ( see note in Item 19 of the instructions);

( I) It uses effective and efficient statistical survey methodology; and ( j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item below and explain the reason in Item 18 of the Supporting Statement.

Signature of Program Official Date Signature of Senior Official or designee Oscar Morales, Director Collection Strategies Division Office of Environmental Information Date OMB 83 I 10/ 95 Certification Requirement for Paperwork Reduction Act Submissions 5 CFR 1320.9 reads " As part of the agency submission to OMB of a proposed collection of information, the agency ( through the head of the agency, the Senior Official or their designee) shall certify ( and provide a record supporting such certification) that the proposed collection of information

"( a) is necessary for the proper performance of the functions of the agency, including that the information to be collected will have practical utility;

"( b) is not unnecessarily duplicative of information otherwise reasonably accessible to the agency;

"( c) reduces to the extent practicable and appropriate the burden on persons who shall provide information to or for the agency, including with respect to small entities, as defined in the Regulatory Flexibility Act 5 U. S. C § 601( 6)), the use of such techniques as:

"( 1) establishing differing compliance or reporting requirements or timetables that take into account the resources available to those who are to respond; "( 2) the clarification, consolidation, or simplification of compliance and reporting requirements; or collection of information , or any part thereof; "( 3) an exemption from coverage of the collection of information, or any part thereof;

"( d) is written using plain, coherent, and unambiguous terminology and is understandable to those who are to respond;

"( e) is to be implemented in ways consistent and compatible, to the maximum extent practicable, with the existing reporting and recordkeeping practices of those who are to respond;

"( f) indicates for each recordkeeping requirement the length of time persons are required to maintain the records specified;

"( g) informs potential respondents of the information called for under § 1320.8( b)( 3); [ see below]

"( h) has been developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected, including the processing of the information in a manner which shall enhance, where appropriate, the utility of the information to agencies and the public;

"( I) uses effective and efficient statistical survey methodology appropriate to the purpose for which the information is to be collected; and "( j) to the maximum extent practicable, uses appropriate information technology to reduce burden and improve data quality, agency efficiency and responsiveness to the public."

NOTE: 5 CFR 1320.8( b)( 3) requires that each collection of information:

"( 3) informs and provides reasonable notice to the potential persons to whom the collection of information is addressed of: "( I) the reasons the information is planned to be and/ or has been used to further the proper performance of the functions of the agency; "( ii) the way such information is planned to be and/ or has been used to further the proper performance of the functions of the agency; "( iii) an estimate, to the extent practicable, of the average burden of the collection ( together with a request that the public direct to the agency any comments concerning the accuracy of this burden estimate and any suggestions for reducing this burden); "( iv) whether responses to the collection of information are voluntary, required to obtain or retain a benefit ( citing authority), or mandatory ( citing authority); "( v) the nature and extent of confidentiality to be provided, if any ( citing authority); and "( vi) the fact that any agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number."

OMB 83 I ( Instructions) 10/ 95


[Federal Register: April 9, 2010 (Volume 75, Number 68)]
[Notices]
[Page 18200-18201]
[DOCID:fr09ap10-73]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. RP09-447-004]

Monroe Gas Storage Company, LLC; Notice of Compliance Filing

April 1, 2010.
    Take notice that on March 23, 2010, Monroe Gas Storage Company, LLC
(Monroe), submitted a compliance filing to comply with the February 18,
2010 Commission Order on Tariff Sheets, Non-Conforming Service
Agreements, and Compliance Filing. (130 FERC 61,113 (2010)).
    Any person desiring to intervene or to protest this filing must
file in accordance with Rules 211 and 214 of the Commission's Rules of
Practice and Procedure (18 CFR 385.211 and 385.214). Protests will be
considered by the Commission in determining the appropriate action to
be taken, but will not serve to make protestants parties to the
proceeding. Any person wishing to become a party must file a notice of
intervention or motion to intervene, as appropriate. Such notices,
motions, or protests must be filed on or before 5 p.m. Eastern time on
the comment date indicated below. Anyone filing a motion to intervene
or protest must serve a copy of that document on the Applicant. On or
before the comment date, it is not necessary to serve motions to
intervene or protests on persons other than the Applicant.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper using the ``eFiling'' link at http://
www.ferc.gov. Persons unable to file electronically should submit an
original and 14 copies of the protest or intervention to the Federal
Energy Regulatory Commission, 888 First Street, NE., Washington, DC
20426.
    This filing is accessible online at http://www.ferc.gov, using the
``eLibrary'' link and is available for review in the Commission's
Public Reference Room in Washington, DC. There is an ``eSubscription''
link on the Web site that enables subscribers to receive e-mail
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For
TTY, call<PHONE_NUMBER>.

    Comment Date: 5 p.m. Eastern time on Tuesday, April 6, 2010.

Kimberly D. Bose,
Secretary.
[FR Doc. 2010-8062 Filed 4-8-10; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 86, Number 119 (Thursday, June 24, 2021)]
[Notices]
[Pages 33305-33307]
[FR Doc No: 2021-13360]

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DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2018-N-3741]

Remanufacturing of Medical Devices; Draft Guidance for Industry
and Food and Drug Administration Staff; Availability

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice of availability.

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

SUMMARY: The Food and Drug Administration (FDA or Agency) is announcing
the availability of the draft guidance entitled ``Remanufacturing of
Medical Devices.'' This draft guidance is intended to help clarify
whether activities performed on devices are likely ``remanufacturing.''
This draft guidance also includes recommendations for information that
should be included in labeling to help assure the continued quality,
safety, and effectiveness of devices that are intended to be serviced
over their useful life. This draft guidance is not final nor is it in
effect at this time.

DATES: Submit either electronic or written comments on the draft
guidance by August 23, 2021 to ensure that the Agency considers your
comment on this draft guidance before it begins work on the final
version of the guidance.

ADDRESSES: You may submit comments on any guidance at any time as
follows:

Electronic Submissions

    Submit electronic comments in the following way:
     Federal eRulemaking Portal: https://www.regulations.gov.
Follow the instructions for submitting comments. Comments submitted
electronically, including attachments, to https://www.regulations.gov
will be posted to the docket unchanged. Because your comment will be
made public, you are solely responsible for ensuring that your comment
does not include any confidential information that you or a third party
may not wish to be posted, such as medical information, your or anyone
else's Social Security number, or confidential business information,
such as a manufacturing process. Please note that if you include your
name, contact information, or other information that identifies you in
the body of your comments, that information will be posted on https://www.regulations.gov.
     If you want to submit a comment with confidential
information that you do not wish to be made available to the public,
submit the comment as a written/paper submission and in the manner
detailed (see ``Written/Paper Submissions'' and ``Instructions'').

Written/Paper Submissions

    Submit written/paper submissions as follows:
     Mail/Hand delivery/Courier (for written/paper
submissions): Dockets Management Staff (HFA-305), Food and Drug
Administration, 5630 Fishers Lane, Rm. 1061, Rockville, MD 20852.
     For written/paper comments submitted to the Dockets
Management Staff, FDA will post your comment, as well as any
attachments, except for information submitted, marked and identified,
as confidential, if submitted as detailed in ``Instructions.''
    Instructions: All submissions received must include the Docket No.
FDA-2018-N-3741 for ``Remanufacturing of Medical Devices.'' Received
comments will be placed in the docket and, except for those submitted
as ``Confidential Submissions,'' publicly viewable at https://www.regulations.gov or at the Dockets Management Staff between 9 a.m.
and 4 p.m., Monday through Friday,<PHONE_NUMBER>.
     Confidential Submissions--To submit a comment with
confidential information that you do not wish to be made publicly
available, submit your comments only as a written/paper submission. You
should submit two copies total. One copy will include the information
you claim to be confidential with a heading or cover note that states
``THIS DOCUMENT CONTAINS CONFIDENTIAL INFORMATION.'' The Agency will
review this copy, including the claimed confidential information, in
its consideration of comments. The second copy, which will have the
claimed confidential information redacted/blacked out, will be
available for public viewing and posted on https://www.regulations.gov.
Submit both copies to the Dockets Management Staff. If you do not wish
your name and contact information to be made publicly available, you
can provide this information on the cover sheet and not in the body of
your comments and you must identify this information as
``confidential.'' Any information marked as ``confidential'' will not
be disclosed except in accordance with 21 CFR 10.20 and other
applicable disclosure law. For more information about FDA's posting of
comments to public dockets, see 80 FR 56469, September 18, 2015, or
access the information at: https://www.govinfo.gov/content/pkg/FR-2015-09-18/pdf/2015-23389.pdf.
    Docket: For access to the docket to read background documents or
the electronic and written/paper comments received, go to https://

www.regulations.gov and insert the docket number, found in brackets in
the heading of this document, into the ``Search'' box and follow the
prompts and/or go to the Dockets Management Staff, 5630 Fishers Lane,
Rm. 1061, Rockville, MD 20852,<PHONE_NUMBER>.
    You may submit comments on any guidance at any time (see 21 CFR
10.115(g)(5)).
    An electronic copy of the guidance document is available for
download from the internet. See the SUPPLEMENTARY INFORMATION section
for information on electronic access to the guidance. Submit written
requests for a single hard copy of the draft guidance document entitled
``Remanufacturing of Medical Devices'' to the Office of Policy,
Guidance and Policy Development, Center for Devices and Radiological
Health, Food and Drug Administration, 10903 New Hampshire Ave., Bldg.
66, Rm. 5431, Silver Spring, MD 20993-0002 or to the Office of
Communication, Outreach and Development, Center for Biologics
Evaluation and Research, Food and Drug Administration, 10903 New
Hampshire Ave., Bldg. 71, Rm. 3128, Silver Spring, MD 20993-0002. Send
one self-addressed adhesive label to assist that office in processing
your request.

FOR FURTHER INFORMATION CONTACT: Katelyn Bittleman, Center for Devices
and Radiological Health, Food and Drug Administration, 10903 New
Hampshire Ave., Bldg. 66, Rm. 4250, Silver Spring, MD 20993-0002, 240-
402-1478; Joshua Silverstein, Center for Devices and Radiological
Health, Food and Drug Administration, 10903 New Hampshire Ave., Bldg.
66, Rm. 1615, Silver Spring, MD 20993-0002,<PHONE_NUMBER>; or Stephen
Ripley, Center for Biologics Evaluation and Research, Food and Drug
Administration, 10903 New Hampshire Ave., Bldg. 71, Rm. 7301, Silver
Spring, MD 20993,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

I. Background

    Many devices are reusable and need preventive maintenance and
repair during their useful life. For these devices, proper servicing is
critical to their continued safe and effective use. However, there is a
lack of clarity regarding the distinction between ``servicing'' and
``remanufacturing.'' FDA has been working to gain additional
perspectives on the distinction between ``servicing'' and
``remanufacturing'' and has undertaken several efforts to help promote
clarity. FDA opened a docket for public comment (81 FR 11477) and held
a public workshop (81 FR 46694) in 2016. Public comments submitted to
this docket are searchable under FDA-2016-N-0436 (https://www.regulations.gov/docket?D=FDA-2016-N-0436).In 2018, FDA issued a
white paper, opened a public docket, and held a public workshop to
facilitate public discussion on the distinction between servicing and
remanufacturing. Public comments submitted to this docket are
searchable under FDA-2018-N-3741 (https://www.regulations.gov/docket?D=FDA-2018-N-3741). The white paper described FDA's initial
thoughts about guiding principles, provided a flowchart with
accompanying text for understanding the distinctions, and contained a
complementary approach for software, as well as considerations for
labeling, and examples utilizing the flowchart. FDA also included
targeted questions throughout the white paper for which the Agency
sought feedback. FDA concurrently opened a docket under FDA-2018-N-3741
and held a public workshop to discuss the white paper and obtain public
comment before issuing draft guidance. FDA considered the comments from
the public docket and discussions during the public workshop in
developing this draft guidance.
    Because of the apparent confusion between servicing and
remanufacturing among entities performing these activities, FDA
committed in the ``FDA Report on the Quality, Safety, and Effectiveness
of Servicing of Medical Devices'' (https://www.fda.gov/media/113431/download) to issue guidance that clarifies the difference between
servicing and remanufacturing activities. To assist with this
clarification, FDA focuses this draft guidance on those activities that
are likely remanufacturing. The determination of whether the activities
an entity performs are remanufacturing affects the applicability and
enforcement of regulatory requirements under the Federal Food, Drug,
and Cosmetic Act (FD&C Act) and its implementing regulations. FDA has
consistently enforced requirements under the FD&C Act and its
implementing regulations on entities engaged in remanufacturing,
including but not limited to registration and listing, adverse event
reporting, the Quality System regulation, and marketing submissions.
    For activities involving components/parts/materials, FDA recommends
the use of the flowchart in the draft guidance to help entities
determine if their activities are likely remanufacturing. Although the
servicing and remanufacturing definitions and guiding principles in
this draft document apply to software, the flowchart should not be
applied to changes involving software. FDA has instead identified
several activities performed on software that are likely not
remanufacturing. This draft guidance also includes recommendations for
information that should be included in labeling to help assure the
continued quality, safety, and effectiveness of devices that are
intended to be serviced over their useful life. This draft guidance is
not intended to adopt significant policy changes, but to clarify FDA's
current thinking on applicable definitions, and clarify, not change,
the regulatory requirements applicable to remanufacturers.
    This draft guidance is being issued consistent with FDA's good
guidance practices regulation (21 CFR 10.115). The draft guidance, when
finalized, will represent the current thinking of FDA on
``Remanufacturing of Medical Devices.'' It does not establish any
rights for any person and is not binding on FDA or the public. You can
use an alternative approach if it satisfies the requirements of the
applicable statutes and regulations.

II. Electronic Access

    Persons interested in obtaining a copy of the draft guidance may do
so by downloading an electronic copy from the internet. A search
capability for all Center for Devices and Radiological Health guidance
documents is available at https://www.fda.gov/medical-devices/device-advice-comprehensive-regulatory-assistance/guidance-documents-medical-devices-and-radiation-emitting-products or from the Center for
Biologics Evaluation and Research at https://www.fda.gov/vaccines-blood-biologics/guidance-compliance-regulatory-information-biologics/biologics-guidances. This guidance document is also available at
https://www.regulations.gov and at https://www.fda.gov/regulatory-information/search-fda-guidance-documents. Persons unable to download
an electronic copy of ``Remanufacturing of Medical Devices'' may send
an email request to<EMAIL_ADDRESS>to receive an electronic
copy of the document. Please use the document number 17048 and complete
title to identify the guidance you are requesting.

III. Other Issues for Consideration

    FDA's white paper introduced a flowchart that the Agency was
considering proposing in draft guidance. FDA requested public comment
on this flowchart during our December 2018

workshop and through the Docket No. FDA-2018-N-3741. While FDA has
considered all comments and made changes as appropriate, FDA received
opposing comments that suggested either no flowchart or more detail
than FDA provided in the white paper. FDA encourages all interested
stakeholders to comment on their preferred approach to help determine
whether activities are remanufacturing and their rationale for such,
using the following options: (1) No flowchart; (2) a flowchart similar
to that proposed by FDA in this draft guidance; and (3) a more detailed
flowchart, such as that proposed in comment FDA-2018-N-3741-0036.

IV. Paperwork Reduction Act of 1995

    While this guidance contains no collection of information, it does
refer to previously approved FDA collections of information. Therefore,
clearance by the Office of Management and Budget (OMB) under the
Paperwork Reduction Act of 1995 (PRA) (44 U.S.C. 3501-3521) is not
required for this guidance. The previously approved collections of
information are subject to review by OMB under the PRA. The collections
of information in the following FDA regulations and forms have been
approved by OMB as listed in the following table:

------------------------------------------------------------------------
                                                            OMB control
    21 CFR part; or FDA form              Topic                 No.
------------------------------------------------------------------------
800, 801, and 809..............  Medical Device Labeling       0910-0485
                                  Regulations.
803............................  Medical Devices;              0910-0437
                                  Medical Device
                                  Reporting;
                                  Manufacturer
                                  Reporting, Importer
                                  Reporting, User
                                  Facility Reporting,
                                  Distributor Reporting.
820............................  Current Good                  0910-0073
                                  Manufacturing Practice
                                  (CGMP); Quality System
                                  (QS) Regulation.
807, subparts A through D......  Electronic Submission         0910-0625
                                  of Medical Device
                                  Registration and
                                  Listing.
807, subpart E.................  Premarket Notification.       0910-0120
Form FDA 3670..................  Adverse Event Reports/        0910-0471
                                  MedSun program.
------------------------------------------------------------------------

    Dated: June 15, 2021.
Lauren K. Roth,
Acting Principal Associate Commissioner for Policy.
[FR Doc. 2021-13360 Filed 6-23-21; 8:45 am]
BILLING CODE 4164-01-P


UNITED STATES ENVIRONMENTAL PROTECTION AGENCY WASHINGTON, D. C. 20460 OFFICE OF PREVENTION, PESTICIDES AND TOXIC SUBSTANCES MEMORANDUM DATE: 25 July 2005 SUBJECT: Amended Response to a submitted Dietary Exposure Assessment and a comment on fish consumption in the US. DP Barcode D319607.

FROM: David Soderberg, Chemist, RRB3 ( 7509C)

THROUGH: Catherine Eiden, Chief, RRB3 ( 7509C)

TO: Mika Hunter, Chemical Review Manager, SRB, SRRD ( 7508C)

Regarding:

46421402 Freshwater and Estuarine Finfish and Shellfish Consumption in the United States, D. Petty, 18 June 2004, Unpublished study by Cerexagri, Inc. , Report # NDR200403, 17 pages 46421401 Endothall: Acute and Chronic Dietary Exposure and Risk Assessment, J. Eickhoff, 24 November, 2004, Unpublished study by Cerexagri, Report # Endothall 2004 1; 41 pages Note that this amendment simply corrects the name of the addressee.

Cerexagri has submitted a dietary exposure assessment entitled, " Endothall: Acute and Chronic Dietary Exposure Assessment for Endothall" ( MRID 46421401) and has also submitted a document entitled " Freshwater and Estuarine Finfish and Shellfish Consumption in the United States" ( MRID 464214 02). The latter document merely agrees that it is reasonable to use the fish consumption reported in USDA's Continuing Survey of Food Intakes by Individuals ( CSFII) in dietary assessment. Since EPA already uses CSFII data in its dietary exposure assessments nothing more need be said about this latter document.

In their dietary exposure assessment Cerexagri submitted both an acute dietary exposure assessment and a chronic assessment. HED, however, has already concluded that an acute RfD could not be established for endothall, therefore HED has not performed an acute dietary exposure assessment. Because of this, only the submitted chronic assessment will be reviewed 2 here. For chronic exposure the submitted assessment used the same toxicological endpoint of 0.007 mg/ kg/ day that HED used.

In their chronic assessment Cereagri estimated a maximum chronic exposure through food plus drinking water to " children" as 0.00451 mg/ kg/ day, or 6.4 of the cPAD. For " Adults" Cerexagri estimated an exposure through food plus drinking water of 0.000165 mg/ kg/ day, or 2.4% of the cPAD. [ Note that " children" is not a standard subpopulation used by HED, and " adult" without some further clarification as to age range is also not normally used by EPA.] .

HED's chronic exposure for the US Population through food plus drinking water was estimated at 0.000137 ppm, or 2.0% of the PAD. For Adults, 20  49 years of age, the exposure was 0.000112 mg/ kg/ day, or 1.6% of the cPAD. The most highly exposed population subgroup was children 3 5 years old at 0.000285, or 4.1% of the PAD. Other subpopulation groups for infants through children 6 12 ranged from 0.000208 mg/ kg/ day ( 3.0% cPAD) to 0.000280 mg/ kg/ day ( 4.0% cPAD).

Thus, despite all the differences in approach to the assessment described below, the two assessments came out remarkably close.

Detailed comparison of the Cerexagri approach and HED approach to dietary assessments.

Cerexagri's assessment addresses residues on directly treated crops only, and does not include potential exposure through irrigated crops. Therefore the submitted assessment can only be compared to the HED assessment that does not include irrigated crops. Cerexagri's assessment is not germane to HED's upper bound assessment of exposure through all crops, including those that are irrigated, that may contribute to endothall residues in the diet. Because of the difficulty of estimating exposure through irrigated crops, HED calculated the exposure through directly treated crops only as a low bound, and exposure through both directly treated crops and irrigated crops to be a high bound on exposure.

Of directly treated crops, Cerexagri only evaluated use of endothall on cotton and potatoes. These are the registered uses of endothall that Cerexagri specifically supports. The HED assessment also included the currently registered use of endothall on hops and, although there are no currently registered uses on rice and sugar beets, there are current tolerances on rice and sugar beets, so it was necessary for HED to include these crops in this Agency's assessment.

The submitted Cerexagri assessment was performed using LifelineTM. This is one of several exposure modeling programs accepted by EPA. Although the original assessment performed by EPA used another program, called DEEMTM, the two programs have been thoroughly compared by HED and usually provide fairly equivalent results. In the case of endothall, however, HED did do a close comparison of the results of the two methods and found some discrepancies. HED believes that these differences may be due to an instability in output numbers related to fewer 3 fish/ consumption events being evaluated within the LifelineTM program than within the DEEMTM program. For this reason HED elected to report results using DEEMTM only.

For this submitted assessment the registrant used field trial data for residues on potatoes and cotton. HED used tolerances because the added refinement was not needed, but this is merely a difference in approaches based upon the lack of need for the extra refinement. The same processing factors were used in both assessments. The submitted assessment assumed that (<) 2% of the potato and cotton crops are treated with endothall while HED's assessment used an estimate that 1% of these crops were treated.

Cerexagri chose to use tolerance values for all livestock commodities except poultry, which was set to zero. HED calculated anticipated residues for the livestock commodities, including poultry, using metabolism study data. This is expected to lead to small differences in exposure, although neither approach can be considered to be a better option than the other.

Cerexagri estimated residues in finfish at 0.035 ppm from residues found in a study in bluefish. Cerexagri also eliminated tuna as a source of residues, since it is not a freshwater fish likely to be treated with endothall. Cerexagri similarly estimated residues of 0.91 ppm on molluscs and at 0.17 ppm in crustaceans even though they concluded that neither a significant proportion of normally eaten molluscs nor crustaceans are likely to be consumed by people. HED used a proposed tolerance of 0.1 ppm for ( all) finfish, and did not apply residues to molluscs and crustaceans.

For water Cerexagri used a maximum allowed amount of endothall of 0.2 mg/ L and used EPA's 1999 default water intakes and body weights. HED used the results of a PRIZM/ EXAMS model and employed these results directly in the DEEMTM ( and LifelineTM) program( s), thus allowing HED to refine the water exposure for real reported intakes and real body weights.

As stated at the head of this review, Cerexagri estimated a maximum chronic exposure to food plus drinking water to " children" as 0.00451 mg/ kg/ day, or 6.4 of the cPAD. For " Adults" Cerexagri estimated an exposure through food plus drinking water of 0.000165 mg/ kg/ day, or 2.4% of the cPAD. HED's chronic exposure for the US Population through food plus drinking water was estimated at 0.000137 ppm, or 2.0% of the PAD. For Adults 20  49 years of age the exposure was 0.000112 mg/ kg/ day, or 1.6% of the cPAD. The most highly exposed population subgroup was children 3 5 years old at 0.000285, or 4.1% of the PAD. Other subpopulation groups for infants through children 6 12 ranged from 0.000208 mg/ kg/ day ( 3.0% cPAD) to 0.000280 mg/ kg/ day ( 4.0% cPAD).

Thus, for all of the minor differences between these two assessments, the results came out very close to each other.


for Nasdaq would have the right to elect the remaining directors.\259\
The Commission does not believe that the statute's standard of fair
representation requires

that members have the opportunity to vote for all SRO directors.
---------------------------------------------------------------------------

    \258\ See, e.g., Release No. 53705, supra note 249 (approving
the proposal to allow ISE Holdings, Inc. to elect eight non-industry
directors of ISE, the holders of PMM Rights to elect two directors
of ISE, the holders of CMM Rights to elect two directors of ISE, and
the holders of EAM Rights to elect two directors of ISE).
    \259\ See Limited Liability Company Agreement of The NASDAQ
Stock Market LLC, Section 9.
    Similarly, the Board members of the Boston Options Exchange
Regulation, LLC (``BOXR'') are not directly elected by options
participants at the Boston Options Exchange, LLC (``BOX''). BOXR's
by-laws provide that all of the BOXR board of director positions are
appointed by the Boston Stock Exchange, Inc. (``BSE'') Board,
subject to two of the positions on the BOXR board being nominated by
BOX options participants. BOXR has regulatory oversight authority
over BOX, which is the exchange facility for BSE for the trading of
standardized equity options securities. BSE is the sole shareholder
of BOXR. See Securities Exchange Release No. 49065 (January 13,
2004), 69 FR 2768 (January 20, 2004) (SR-BSE-2003-04) (approving the
creation of BOXR).
---------------------------------------------------------------------------

3. Industry Representation
    Several commenters argued that the New SRO Board lacks sufficient
industry representation.\260\ In contrast, one commenter argued that
the New SRO Board would have too many industry representatives,\261\
and other commenters supported the proposed balance between Industry
Governors and Public Governors.\262\ In response, NASD noted that the
proposed governance structure ensures that at least 40% of the New SRO
Board would be composed of industry representatives, which, according
to the NASD, ``ensures substantial industry representation, while still
maintaining the overall independence of the New SRO Board and the
numerical dominance of Public Governors.'' \263\
---------------------------------------------------------------------------

    \260\ See, e.g., Roberts Letter, Busacca Letter, Blumenschein
Letter, Eitel Letter II, and Miller Letters.
    \261\ See Massachusetts Letter.
    \262\ See NAIBD Letter; see also FSI Letter.
    \263\ See NASD Response Letter, supra note 5, at 5.
---------------------------------------------------------------------------

    The Commission believes that the requirement that the number of
Public Governors exceed the number of Industry Governors on the New SRO
Board is consistent with the Exchange Act.\264\ Specifically, the
Commission believes that this requirement represents a reasonable
method to permit the New SRO Board to consider the needs of the entire
SRO community, including large and small investors, issuers, and
securities firms, while at the same time broadly assuring the
independence of the regulatory function. The Commission notes that
under the by-laws of certain other SROs and the current NASD By-Laws,
the number of non-industry Governors must equal or exceed the number of
industry governors (excluding the CEO).\265\ In fact, the Commission
has previously stated its belief that the fair representation
requirement would not prohibit exchanges and associations from having
boards of directors composed solely of independent directors (other
than the CEO), and that in such case, the candidate or candidates
selected by members would have to be independent.\266\
---------------------------------------------------------------------------

    \264\ See New SRO By-Laws, Article VII, Section 4(a).
    \265\ See, e.g., Philadelphia Stock Exchange (``Phlx'')
Certificate of Incorporation, Article FOURTH (b)(iii)(A) and Phlx
By-Laws, Article I, Sections 1-1(o) and (p) and Article IV, Section
4-1 (providing that Phlx board will have a total of 23 governors,
including twelve independent governors); and ISE Constitution,
Article III, Section 3.2 (providing that the ISE Board will consist
of 15 directors, including eight non-industry directors, of which
two must be public representatives). Article VII, Section 4(a) of
the current NASD By-Laws also provides that, if the number of
Industry and Non-Industry Governors is 13-15, the Board shall
include at least four Public Governors. If the number of Industry
and Non-Industry Governors is 16-17, the Board shall include at
least five Public Governors. If the number of Industry and Non-
Industry Governors is 18-23, the Board shall include at least six
Public Governors. In the instant proposal, NASD proposes to
eliminate the Non-Industry Governor category and, thus, the New SRO
Board would be composed of only Industry Governors, Public
Governors, the CEO of the New SRO, and, during the Transitional
Period, the CEO of NYSE Regulation.
    \266\ See Release No. 53382, supra note 256.
    The Commission previously approved NYSE Inc. governance changes
that established a fully independent board (other than the CEO),
finding that such a board was consistent with the Exchange Act. See
Securities Exchange Act Release No. 48946 (December 17, 2003), 68 FR
74678 (December 24, 2003) (relating to the amendment and restatement
of the NYSE Constitution to reform the governance and management
architecture of the NYSE).
---------------------------------------------------------------------------

4. Nominating Committee
    The New SRO would have a Nominating Committee that, during the
Transitional Period, would be responsible for nominating persons to
fill vacancies in Governor positions for which the full New SRO Board
has the authority to fill.\267\ Following the Transitional Period, the
Nominating Committee would be responsible for nominating persons for
appointment or election to the New SRO Board, as well as nominating
persons to fill vacancies in appointed or elected Governor
positions.\268\
---------------------------------------------------------------------------

    \267\ See New SRO By-Laws, Article XXII, Section 3. During the
Transitional Period, the full New SRO Board would have the authority
to fill vacancies in the Investment Company Affiliate Governor
position and in the Joint Public Governor position.
    \268\ See New SRO By-Laws, Article VII, Section 9.
---------------------------------------------------------------------------

    During the Transitional Period, the Nominating Committee would not
nominate candidates for the seven Firm Governor positions to be elected
at the first annual meeting following the Closing.\269\ Instead, the
NASD Board as constituted prior to the Closing would make nominations
for the Small Firm Governors, the NYSE Group Board as constituted prior
to the Closing would make nominations for the Large Firm Governors, and
the NASD Board and NYSE Group Board jointly would make the nominations
for the Mid-Size Firm Governor. In addition, prior to the Closing, the
NASD Board and the NYSE Group Board would identify and appoint the
eleven Public Governors and the three remaining Industry Governors. The
Commission believes that the process for nominating the Industry
Governors to be elected by the New SRO members at the first annual
meeting, to be held during the Transitional Period, is a reasonable
transitional measure that combines the input of the NASD Board (which
includes member representatives) and the NYSE Group Board. Accordingly,
the Commission finds that this transitional nominating process is
consistent with the fair representation requirements of the Exchange
Act.
---------------------------------------------------------------------------

    \269\ See New SRO By-Laws, Article XXII, Section 4.
---------------------------------------------------------------------------

    The Nominating Committee would be composed of a number of Governors
that is a minority of the entire New SRO Board.\270\ During the
Transitional Period, members of the Nominating Committee would be
appointed jointly by the New SRO CEO and the CEO of NYSE Regulation as
of Closing (or his duly appointed or elected successor as Chair of the
New SRO Board), subject to ratification by the New SRO Board.\271\
Following the Transitional Period, the composition of the Nominating
Committee would be determined by the New SRO Board. The number of
Public Governors on the Nominating Committee must equal or exceed the
number of Industry Governors on the Nominating Committee.\272\
---------------------------------------------------------------------------

    \270\ NASD represented that a minority of the entire New SRO
Board means ``at least one less than half of the New SRO Board.''
See NASD Response Letter, supra note 5, at 6. In addition, the
number of Public Governors on the Nominating Committee must equal or
exceed the number of Industry Governors on the Nominating Committee,
and the New SRO CEO may not be a member of the Nominating Committee.
See New SRO By-Laws, Article VII, Section 9(b).
    \271\ See New SRO By-Laws, Article XXII, Section 1.
    \272\ See New SRO By-Laws, Article VII, Section 9.
---------------------------------------------------------------------------

    The Commission believes that, to satisfy the Exchange Act's fair
representation requirement, the New SRO must assure that its members
have a say in the nomination of Governors for the New SRO Board. Other
SROs have satisfied this requirement by having at least 20% member
representation on their nominating committees.\273\ In this regard,
NASD has committed that the Charter of the New SRO's Nominating
Committee provides that at least 20% of the Committee will be composed
of Industry Governors that are associated with New SRO members.\274\
The inclusion on the Nominating Committee of Industry Governors who are
New SRO members should help to ensure that the input of members will be
considered by the Nominating Committee when selecting nominee(s).
Accordingly, the Commission finds that the structure and composition of
the Nominating Committee are consistent

with the fair representation requirements in Section 15A(b)(4) of the
Exchange Act.
---------------------------------------------------------------------------

    \273\ See, e.g., Securities Exchange Act Release No. 53734
(April 27, 2006), 71 FR 26589 (May 5, 2006) (SR-Phlx-2005-93); Phlx
By-Laws Article X, Section 10-19(a).
    \274\ See NASD Supplemental Response Letter, supra note 5, at 4.
---------------------------------------------------------------------------

5. Petition Process
    The New SRO By-Laws contain a petition process that would allow
Small, Mid-Size, and Large Firms to nominate one or more candidates
whose name(s) would be placed on the ballot in addition to the
candidates selected by the Nominating Committee.\275\ Specifically, a
candidate could be included on the ballot if at least three percent of
the members entitled to vote for such candidates' election (in other
words, three percent of the members entitled to vote for the Small Firm
Governor, Mid-Size Firm Governor, and Large Firm Governor,
respectively) petitions for the inclusion of such candidate.\276\ In
the case of petitions in support of more than one candidate for a
Governor position, petitions would be required to be submitted by at
least ten percent of the members entitled to vote for such nominees'
election. The New SRO By-Laws also provide that the New SRO would
provide administrative support to the candidates in a contested
election by sending up to two mailings of materials prepared by the
candidates.
---------------------------------------------------------------------------

    \275\ See New SRO By-Laws, Article VII, Section 10.
    \276\ The Secretary of the New SRO also would be required to
certify that: (i) The petitions are duly executed by the Executive
Representatives of the requisite number of members entitled to vote
for such nominee's/nominees' election, and (ii) the candidate(s)
satisfies/satisfy the classification (Large Firm, Mid-Size Firm or
Small Firm) of the position(s) to be filled, based on such
information provided by the candidate(s) as is reasonably necessary
to make the certification. See New SRO By-Laws, Article VII, Section
10.
---------------------------------------------------------------------------

    The Commission notes that other SROs also have comparable petition
processes that allow their members to nominate opposing
candidates.\277\ The Commission finds that the proposed petition
process, coupled with the New SRO By-Law provisions on Board and
Nominating Committee composition, should help ensure that all New SRO
members are assured fair representation in the selection of Governors
of the New SRO Board and therefore is consistent with the Exchange Act.
---------------------------------------------------------------------------

    \277\ See, e.g., ISE Constitution, Article III, Section 3.10
(providing that persons entitled to elect an ISE director also would
be able to nominate rival candidates) and Phlx By-Laws, Article III,
Section 3.7 (providing that Phlx member organizations will be
permitted to make independent nominations for designated Phlx
governors, which consist of the two member governors, the two
designated independent governors, and the one Philadelphia Board of
Trade governor)
---------------------------------------------------------------------------

6. Future By-Law Amendments
    The New SRO By-Laws contain a provision that would give members a
voice in proposing changes to the New SRO By-Laws.\278\ Specifically,
amendments to the New SRO By-Laws could be proposed by a Governor or a
committee appointed by the New SRO Board or any 25 members of the New
SRO by petition signed by such members. Any such proposed amendment
would be required to be considered by the Board. The Board, upon
adoption of any such amendment to the By-Laws (except as to spelling or
numbering corrections or as otherwise provided in the By-Laws) by a
majority vote of the Governors then in office, would be required to
submit the proposed amendments to the New SRO's members for approval.
If the amendment was approved by a majority of the members voting
within 30 days after the date of submission to the membership, and were
approved by the Commission as provided in the Exchange Act, it would
then become effective as of a date prescribed by the Board. The
Commission believes that the procedures governing amendments to the New
SRO By-Laws should help ensure that all New SRO members are assured
fair representation in the administration of the New SRO's affairs and
therefore is consistent with the Exchange Act.
---------------------------------------------------------------------------

    \278\ See New SRO By-Laws, Article XVI, Section 1.
---------------------------------------------------------------------------

7. Member Participation on Committees
    In addition, the Commission finds that New SRO members'
participation on various committees further provides for the fair
representation of members in the administration of the affairs of an
SRO, particularly with respect to participation on committees relating
to rulemaking and relating to the disciplinary process.\279\ In this
regard, NASD noted that New SRO will continue extensive member
involvement in the administration of its affairs through representation
on various subject matter committees, disciplinary hearing panels, and
the National Adjudicatory Council.\280\ Such member participation
includes, depending on the particular Committee or group, having input
on the New SRO's rulemaking process and involvement in the disciplinary
process.\281\
---------------------------------------------------------------------------

    \279\ See Release No. 53382, supra note 256, at 11260 (stating
that the Commission believes that members' participation on various
committees, including the Market Performance Committee of the NYSE
Market, and the Regulatory Advisory Committee and Committee for
Review of NYSE Regulation, further provides for the fair
representation of members in the administration of the affairs of
the exchange, including rulemaking and the disciplinary process,
consistent with Section 6(b)(3) of the Act).
    \280\ See NASD Supplemental Response Letter, supra note 5, at 4.
    \281\ Id.
---------------------------------------------------------------------------

B. Representation of Issuers and Investors

    Section 15A(b)(4) of the Exchange Act \282\ requires that the rules
of an association provide that one or more directors be representative
of issuers and investors and not be associated with a member of the
association or with a broker or dealer. In the NASD Response Letter,
NASD stated that it believes that the presence of no fewer than eleven
Public Governors, none of which may have a material relationship with a
broker or dealer or registered SRO, satisfies the requirement to have
at least one director representative of issuers and investors.\283\ The
Commission believes that the inclusion of public, non-industry
representatives on New SRO Board is critical to an SRO's ability to
protect the public interest.\284\ Further, public representatives help
to ensure that no single group of market participants has the ability
to systematically disadvantage other market participants through the
SRO governance process. The Commission believes that the New SRO
Board's Public Governors could provide unique, unbiased perspectives
that could enhance the ability of the New SRO's Board to address issues
in a non-discriminatory fashion.
---------------------------------------------------------------------------

    \282\ 15 U.S.C. 78o-3(b)(4).
    \283\ See NASD Response Letter, supra note 5, at 5.
    \284\ See Regulation of Exchanges and Alternative Trading
Systems, Securities Exchange Act Release No. 40760 (December 8,
1998), 63 FR 70844 (December 22, 1998) (stating that
``representation of the public on an oversight body that has
substantive authority and decision making ability is critical to
ensure that an exchange actively works to protect the public
interest and that no single group of investors has the ability to
systematically disadvantage other market participants through use of
the exchange governance process'').
---------------------------------------------------------------------------

    The Commission finds that the composition of the New SRO Board is
consistent with the issuer and investor representation requirement of
Section 15A(b)(4) of the Exchange Act.\285\
---------------------------------------------------------------------------

    \285\ 15 U.S.C. 78o-3(b)(4).
---------------------------------------------------------------------------

C. State Law, Proxy, and Other Issues Raised by Commenters \286\
---------------------------------------------------------------------------

    \286\ Commenters also stated that the regulatory consolidation
would violate the antitrust laws. See supra Section III.B.5. With
respect to the alleged violation of the antitrust laws, the
Commission notes that NASD and NYSE Group filed notification reports
with the Department of Justice and the Federal Trade Commission
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and
the waiting period for such a filing expired on April 6, 2007. See
supra note 7.
---------------------------------------------------------------------------

    NASD filed the proposed rule change on Form 19b-4, which provides,
in Instruction E thereto, that ``[t]he

Commission will not approve a proposed rule change before the self-
regulatory organization has completed all action required to be taken
under its constitution, articles of incorporation, bylaws, rules, or
instruments corresponding thereto* * * '' \287\ In addition, Section
19(b)(2) of the Exchange Act \288\ requires that the Commission approve
an SRO's proposed rule change only if it finds that the proposal is
consistent with the requirements of the Exchange Act, and the rules
thereunder applicable to the SRO. Among other things, national
securities associations are required under Section 15A(b)(2) of the
Exchange Act \289\ to comply with their own rules. Thus, if NASD has
failed to complete all action required to be taken under, or to comply
with, its own Certificate of Incorporation or By-Laws, which are rules
of the association, the Commission could not approve the proposed rule
change under Section 19 of the Exchange Act.\290\
---------------------------------------------------------------------------

    \287\ 17 CFR 249.819. However, the SRO is not required to
complete all actions specified in any such constitution, articles of
incorporation, bylaws, rules, or instruments with respect to (i)
compliance with the procedures of the Exchange Act or (ii) the
formal filing of amendments pursuant to state law prior to
Commission approval. Id.
    \288\ 15 U.S.C. 78s(b)(2).
    \289\ 15 U.S.C. 78o-3(b)(2).
    \290\ 15 U.S.C. 78s.
---------------------------------------------------------------------------

    A number of commenters expressed concern about the approval process
for the proposed amendments to the NASD By-Laws.\291\ Some of these
commenters argued that NASD violated various aspects of Delaware law,
particularly with respect to obtaining member approval within the 30-
day timeframe as set forth in Article XVI of the NASD By-Laws.\292\
Other commenters questioned the adequacy of the disclosures in the
proxy statement, particularly with respect to the proposed $35,000
payment by NASD.\293\ In addition, the plaintiff in the Standard
Lawsuit, as well as another entity, Benchmark Financial Services, Inc.,
through their attorneys, submitted a comment letter contending that,
from the perspective of an NASD member, the focus of the proxy
statement was ``the fundamental change in members' voting rights and
the $35,000 that each member is to receive in exchange for
`surrendering' members' equity valued at as much as $300,000, or more,
per NASD member.'' \294\ Specifically, the Benchmark/Standard Letter II
alleged an inconsistency between the statements in the proxy statement
and the statements in the NASD Response Letter regarding the $35,000
payment \295\ and concluded that ``[t]he SEC cannot approve the $35,000
payment without determining whether the statements with respect to the
Proxy Statement were truthful and complete.'' \296\ The Benchmark/
Standard Letter II also argued that the discussion of the $35,000 in
the proposed rule change was inadequate because neither the proposed
rule change nor the Notice ``mentioned or invited comment from the
public or NASD members about the $35,000 payment.'' \297\ Accordingly,
the Benchmark/Standard Letter II argued that the Commission ``should
disapprove the rule change, re-notice the issue properly or limit its
findings to the issues it noticed.'' \298\ The Benchmark/Standard
Letter I also quoted a statement in the district court's opinion in the
Standard Lawsuit in which the court responded to Standard's contention
that its lawsuit should not be dismissed for failure to exhaust
administrative remedies because the Commission is an unsuitable forum
in which to challenge the truthfulness of the proxy statement. The
letter quoted from the district court decision as follows:
---------------------------------------------------------------------------

    \291\ See supra notes 106 through 134 and accompanying text.
    \292\ See supra notes 131 through 134 and accompanying text.
    \293\ See, e.g., Johnny Q Member Letters I & II, Benchmark/
Standard Letters I & II, and Benchmark Letter.
    \294\ See Benchmark/Standard Letter II.
    \295\ The Benchmark/Standard Letter II noted that the proxy
statement ``unequivocally states that a payment larger than $35,000
`is not possible;' that it will be `funded by--and therefore limited
by--the expected value of the incremental cash flows that will be
produced by the consolidation transaction' and that if the `payment
was higher, it could seriously jeopardize NASD's status as a tax-
exempt organization.'' ' The Benchmark/Standard Letter II then
stated that the discussion of the $35,000 payment in the NASD
Response Letter--specifically the NASD's statement that the $35,000
``payments would fall within public IRS guidance, and the proxy
statement made clear that the payments would be made by NASD''--is
inconsistent with the proxy statement . See Benchmark/Standard
Letter II.
    \296\ See Benchmark/Standard Letter II.
    \297\ Id.
    \298\ Id.
---------------------------------------------------------------------------

    The Court is incredulous that the SEC would endorse proposed SRO
rule changes that [as alleged in the Amended Complaint] were
approved by the membership pursuant to a ``proxy statement that
could not possibly pass [muster] under the nation's securities laws
and the disclosure requirements of the SEC's own rules (see, e.g.,
Sec.  14(a) of the Securities Exchange Act of 1934 and Rule 14a-9
promulgated thereunder by the SEC and applicable Supreme Court
precedent).'' (Am. Compl. ] [4]) \299\
---------------------------------------------------------------------------

    \299\ See Benchmark/Standard Letter I (quoting Standard Lawsuit,
2007 WL 1296712 at *8) (first alteration added in the Benchmark/
Standard Letter I, second alteration in court decision, third
alteration added here to correct the Benchmark/Standard Letter I's
omission of paragraph number).
---------------------------------------------------------------------------

    To the extent the Benchmark/Standard Letters suggested that the
proxy statement delivered by the NASD to its members was not in
compliance with the federal securities laws, the Commission notes that
Rule 14a-9 under the Exchange Act \300\ applies only to the
solicitation of proxies with respect to securities registered pursuant
to Section 12 of the Exchange Act and that none of the membership
interests in NASD are so registered.\301\
---------------------------------------------------------------------------

    \300\ See 17 CFR 240.14a-9.
    \301\ See also Rule 14a-2 under the Exchange Act, 17 CFR
240.14a-2.
---------------------------------------------------------------------------

    Whether an SRO failed to complete all action required to be taken
under its constitution, articles of incorporation, bylaws, rules, or
similar instruments ordinarily is not an issue before the Commission at
the time it considers whether to approve a proposed rule change.
However, in instances where there is a dispute about whether the SRO
has failed to complete all necessary action prior to Commission
approval, or where there is an alleged defect in such action, the
Commission generally requests the SRO to supplement the proposed rule
change to address issues raised by commenters. Accordingly, the
Commission requested that NASD provide additional information about the
disclosures regarding the $35,000 payment noted in the proxy statement,
as well as about the fact that the time period between the submission
of the proxy statement to members and the vote by members exceeded 30
days.
    In response to the Commission's request, NASD submitted a
supplemental response letter providing additional information about its
disclosures in the proxy statement regarding the $35,000 payment and
the propriety of its decision to call a special meeting of members to
amend the NASD By-Laws.\302\ Specifically, NASD stated that ``the proxy
materials accurately state that member payments in excess of $35,000
would not be possible because such a payment, without the IRS's
approval, could `seriously jeopardize' NASD's tax-exempt status.''
\303\ In support of its contention, NASD stated that Section 501(c)(6)
of the Internal Revenue Code and its Certificate of Incorporation
prohibit it from paying any dividends to its members.\304\ NASD
explained that

any member payments in connection with the Transaction are ``based on
(and limited by) expected future incremental cash flows that would
result from the regulatory consolidation.'' \305\ Therefore, based on
``public IRS guidance, the terms of the initial agreement between NASD
and NYSE Group, Inc., and the importance of preserving NASD's tax-
exempt status, NASD concluded that $35,000 was the maximum member
payment that the IRS could be expected, with a sufficient degree of
confidence, to approve within the timeframe contemplated for the
transaction.'' \306\ NASD stated that it reached this conclusion, and
decided to request the IRS's approval of the regulatory consolidation
with a $35,000 payment, ``through the exercise of business judgment by
its disinterested Board of Governors.'' \307\ According to NASD, NASD
Board members ``fully informed themselves concerning the economics of
the transaction (in particular the projected cost savings), the
practical need for IRS approval, and the likelihood of obtaining that
approval before determining that $35,000 was the maximum sum for which
NASD could seek and expect to obtain approval from the IRS'' and that
``the Board's decision was taken in good faith and in full compliance
with the Board members' fiduciary duties, and the resulting business
judgment is entitled to deference.'' \308\ NASD then noted that,
pursuant to this business judgment, ``NASD requested a private letter
ruling from the IRS approving the proposed regulatory consolidation,
including a one-time payment [of $35,000] * * * based on the expected
future incremental cash flows, examined in conjunction with other costs
attributable to the transaction (including future dues rebates to be
considered annually by the NASD Board over the following five years).''
\309\ NASD further noted that ``[i]t was on this basis that the IRS
agreed to issue such a ruling.'' \310\ Thus, NASD believes that the
proxy materials accurately stated that payments in excess of $35,000
per member would not be possible because any such payment, without IRS
approval, could ``seriously jeopardize'' NASD's tax-exempt status.\311\
---------------------------------------------------------------------------

    \302\ See NASD Supplemental Response Letter, supra note 5.
    \303\ See NASD Supplemental Response Letter, supra note 5, at 3.
    \304\ Id. In response to the statement that NASD members would
be ``surrendering members' equity valued at as much as $300,000'' in
the Benchmark Standard Letter II, NASD stated that the ``combined
effect of the prohibition against inurement to members of a tax-
exempt organization (as outlined in [DPW Letter, supra note 5]) and
of the certificate provision [which states that `no part of its net
revenues or earnings shall inure to the benefit of any individual,
subscriber, contributor, or member'] (as described in [the RLF
Letter, supra note 5]) makes such an `equity' distribution
impermissible.'' See NASD Supplemental Response Letter, supra note
5, at 2.
    \305\ See NASD Supplemental Response Letter, supra note 5, at 2.
    \306\ Id. at 3.
    \307\ Id. at 3. NASD stated that (a) a majority of the NASD
Board is drawn from outside the securities industry, (b) no NASD
Board member had any material conflict in connection with the
proposed regulatory consolidation; and (c) no NASD Board member was
dominated by anyone else with such a conflict. Id.
    \308\ Id.
    \309\ Id.
    \310\ Id.
    \311\ Id.
---------------------------------------------------------------------------

    In addition, NASD furnished two opinions of outside counsel, one
from NASD's tax counsel \312\ and one from NASD's Delaware
counsel.\313\ With respect to the $35,000 member payment and pertinent
to the commenters' argument that NASD could pay members more than
$35,000 based on ``member's equity valued at as much as $300,000, or
more, per NASD member,'' \314\ NASD's outside tax counsel described
generally the case law, statutory provisions, and guidance published by
the IRS relevant to the disclosure in the NASD's proxy statement. This
letter concluded that if NASD had increased the amount of the proposed
$35,000 payment, there would have been a serious risk that the IRS
would not have issued the rulings to NASD and NASD Regulation, Inc.
that the proposed Transaction, which includes the $35,000 payment,
would not affect the tax-exempt status of NASD and NASD Regulation.
This letter stated that NASD ``could be found to violate the
prohibition against private inurement if it went forward with the
proposed [$35,000 payment] without the benefit of a ruling.'' \315\
Specifically, NASD's outside tax counsel noted that ``tax law contains
an absolute prohibition on a distribution of assets by tax exempt
organizations, including the NASD, to their members'' but that there
are limited exceptions to that prohibition for rebates of dues or
fees,\316\ distributions upon liquidation, and reasonable and
appropriate expenses.\317\ NASD's outside tax counsel discussed each
exception and concluded that ``[n]one of these exceptions clearly
authorizes the proposed [$35,000 payment]'' and that ``the only way
that NASD could make the proposed [$35,000 payment] was by securing a
private letter ruling from the IRS.'' \318\ With respect to the
determination of the amount of the payment to members, NASD's outside
tax counsel stated that the proposed payment ``was supported
economically by the present value of the expected incremental future
cash flows attributable to the Proposed Transaction after taking into
account transaction costs, including future rebates and other
reductions in fees that were described in the Proxy Statement.'' \319\
Thus, according to NASD's outside tax counsel, the IRS approved the
proposed Transaction, including the payment, ``because of (i) the
importance of the payment to the Proposed Transaction as a whole; (ii)
the financial data presented by NASD explaining that the amount of the
[$35,000 payment] is expected to be paid out of the value of expected
incremental future cash flows, rather than the value of NASD's equity;
and (iii) the unique facts and circumstances of the Proposed
Transaction, including the [$35,000 payment].'' \320\
---------------------------------------------------------------------------

    \312\ See DPW Letter, supra note 5.
    \313\ See RLF Letter, supra note 5.
    \314\ See supra note 304.
    \315\ See DPW Letter, supra note 5, at 4-5.
    \316\ NASD's outside tax counsel noted that ``[a]lthough the
aggregate amount of the proposed Member Payments fits within the
amount of allowable rebates, the rebate exception does not squarely
apply here because a $35,000 payment would far exceed the $1,200 of
current-year paid-in dues of those NASD members subject to the
lowest annual payments'' and ``[u]nder the published rulings, a
payment of $35,000 could not be made to those small members without
risking the loss of NASD's tax exemption.'' Thus, based on these
published rulings, if NASD had utilized the rebate of dues and fees
exception, small-firm members would receive a rebate in the range of
$1,200, while large-firm members would receive a much larger rebate.
Id. at 3.
    \317\ Id. at 1-4.
    \318\ Id. at 1-2.
    \319\ Id. at 4.
    \320\ Id. at 4-5.
---------------------------------------------------------------------------

    NASD's outside Delaware counsel addressed both the comment that a
larger member payment could have been made based on ``member's equity''
and the comment that NASD should have obtained approval of the By-Law
amendments within the 30-day timeframe as set forth in Article XVI of
the NASD By-Laws.\321\ With respect to the $35,000 payment, NASD's
outside Delaware counsel stated that the language in Article 4 of
NASD's Certificate of Incorporation tracks that of the Internal Revenue
Code in that no part of the organization's net earnings may inure to
the benefit of any private shareholder or individual.\322\ NASD's
outside Delaware counsel stated that any action in contravention of the
Internal Revenue Code's prohibition on inurement would also be in
contravention of the prohibition against inurement set forth in NASD's
Certificate of Incorporation and thus would be void under Delaware
law.\323\ With respect to the 30-day timeframe, NASD's outside Delaware
counsel confirmed NASD's analysis that Article XVI of the NASD By-Laws
provides a

non-exclusive means by which member approval of amendments to the By-
Laws can be obtained.\324\
---------------------------------------------------------------------------

    \321\ See RLF Letter, supra note 5.
    \322\ Id. at 4-5.
    \323\ Id. at 5.
    \324\ See RLF Letter and NASD Response Letter, supra note 5.
---------------------------------------------------------------------------

    The Commission ordinarily does not make determinations regarding
state law issues but, when required to do so because state law
necessarily informs its findings under the Exchange Act, it relies on
the conclusions of experts or other authorities. In this regard, the
Commission has relied on analysis by NASD's Delaware counsel that the
vote of NASD's members at the special meeting approving the proposed
amendments to the By-Laws ``was a valid exercise of the Member's
franchise rights and authorized by Delaware law.'' \325\ With respect
to the adequacy of the proxy statement, the Commission has considered
the NASD's explanation regarding the proxy statement's representations
about the $35,000 payment. The Commission believes that NASD has made a
prima facie showing that these representations were not misleading and
that NASD's explanation is uncontradicted by the commenters'
submissions regarding this matter. Accordingly, after reviewing the
record in this matter, the Commission believes that NASD has provided
sufficient basis on which the Commission can find that, under the
Exchange Act, NASD complied with its Certificate of Incorporation and
By-Laws with respect to the proxy approval process and that the
proposed amendments to its By-Laws were properly approved by NASD
members.
---------------------------------------------------------------------------

    \325\ See RLF Letter, supra note 5.
---------------------------------------------------------------------------

D. Approval of NASD Regulation By-Laws

    The NASD Regulation By-Laws contain provisions that conflict with
the proposed amendments to the NASD By-Laws.\326\ Accordingly, NASD
proposes to conform those provisions of the NASD Regulation By-Laws to
the relevant provisions in the New SRO By-Laws. Because the proposed
NASD Regulation By-Law changes conform to and reflect the proposed
governance structure set forth in the New SRO By-Laws, the Commission
finds that the amendments to the NASD Regulation By-Laws are consistent
with the Exchange Act.
---------------------------------------------------------------------------

    \326\ See Section II.D.6, supra, for a description of these
provisions.
---------------------------------------------------------------------------

E. Efficiency and Investor Protection

    Some commenters explicitly questioned the benefits of the proposed
consolidation,\327\ and other commenters noted that having one less
regulator overseeing the securities firms that deal with the public
would harm investors.\328\ NASD stated that the consolidation is
intended, among other things, to increase efficient, effective, and
consistent regulation of securities firms, provide cost savings to
securities firms of all sizes, and strengthen investor protection and
market integrity. NASD also stated that the consolidation would
streamline the broker-dealer regulatory system, combine technologies,
and permit the establishment of a single set of rules and a single set
of examiners with complementary areas of expertise within a single SRO.
The Commission believes that NASD's expectations are reasonable. In the
Commission's view, the consolidation of NASD and NYSE member firm
regulation is intended to help reduce unnecessary regulatory costs
while, at the same time, increase regulatory effectiveness and further
investor protection. The Commission notes that the Transaction holds
the potential to reduce unnecessary regulatory costs because New SRO
firms would deal with only one group of examiners and one enforcement
staff for member firm regulation.
---------------------------------------------------------------------------

    \327\ See RKeenan Letter I, Mayfield Letter, and Schooler
Letter.
    \328\ See King Letter, Eitel Letter II, de Leeuw Letter, Elish
Letter, Patterson Letter, Biddick Letter, and Massachusetts Letter.
---------------------------------------------------------------------------

F. Arbitration

    Section 15A(b)(6) of the Exchange Act \329\ provides that the rules
of an association must be designed, among other things, to prevent
fraudulent and manipulative acts and practices, to promote just and
equitable principles of trade, and, in general, to protect investors
and the public interest. The Commission finds that NASD's proposal to
consolidate the NASD and NYSE arbitration forums is consistent with the
Act because it will maintain a fair arbitration forum available for all
NYSE arbitration claims, while continuing to maintain a fair forum for
NASD claims and claims that it already administers on behalf of other
SROs.\330\ Merging the NYSE arbitration program with the NASD
arbitration program takes advantage of economies of scale, particularly
in light of the NYSE's comparatively small caseload. Moreover, as NASD
noted, it has a decade of experience in administering arbitrations on
behalf of other SROs.
---------------------------------------------------------------------------

    \329\ 15 U.S.C. 78o-3(b)(6).
    \330\ In considering proposed arbitration rules and rule
changes, the Commission considers their effect on the fairness of
the forum. See generally Securities Exchange Act Release No. 55158
(January 24, 2007). See also Section 15A(b)(6) of the Exchange Act.
---------------------------------------------------------------------------

    Commenters' suggestions for creating a separate securities
arbitration forum, or providing that public investors may choose
between resolving their disputes in court or in arbitration, are
outside the scope of the proposed rule change. The Commission notes,
however, that the Supreme Court upheld the use of pre-dispute
arbitration agreements to resolve securities disputes in Shearson/
American Express, Inc. v. McMahon \331\ and subsequent cases.
---------------------------------------------------------------------------

    \331\ 482 U.S. 220 (1987).
---------------------------------------------------------------------------

    NASD has the ability to impose sanctions against its members for
failing to submit a dispute to arbitration, failing to comply with
provisions of the NASD Code of Arbitration Procedure for Customer
Disputes, and failing to honor an award.\332\ In light of the policy
supporting arbitration evinced by the Federal Arbitration Act \333\ and
Supreme Court precedent upholding securities industry arbitration
agreements,\334\ and the requirements of Section 19(b)(2) of the
Exchange Act, the Commission cannot find as a matter of law that
consolidation of the NASD and NYSE arbitration forums must be
conditioned on providing customers with a choice of another dispute
resolution forum.
---------------------------------------------------------------------------

    \332\ NASD Rule IM-12000.
    \333\ 9 U.S.C. 1-14.
    \334\ In 1987, the Supreme Court decided Shearson/American
Express, Inc. v. McMahon, 482 U.S. 222 (1987), which determined that
customers who sign predispute arbitration agreements with their
brokers may be compelled to arbitrate claims arising under the
Exchange Act. In a companion case, Perry v. Thomas, 482 U.S. 483
(1987), the Court concluded that an employee of a broker-dealer
could be compelled to arbitrate disputes by virtue of the employee
having signed a Form U-4 and because the NYSE had rule in place
requiring arbitration. Two years later, the Supreme Court applied
the reasoning of McMahon to compel arbitration of claims arising
under the Securities Act of 1933. Rodriguez de Quijas v. Shearson/
American Express, Inc., 490 U.S. 477 (1989).
    Thereafter, in Gilmer v. Interstate/Johnson Lane, Corp., 500
U.S. 20 (1991), the Supreme Court determined that statutory civil
rights claims may be subject to compulsory arbitration, provided
that a valid arbitration agreement exists between the registered
representative and the firm. Specifically, the Gilmer Court stated
that ``by agreeing to arbitrate a statutory claim, a party does not
forgo the substantive rights afforded by the statute; it only
submits to their resolution in an arbitral, rather than a judicial
forum.'' Id. at 26 (quoting Mitsubishi Motors Corp. v. Soler
Chrysler-Plymouth, Inc., 473 U.S. 614, 628 (1985)). The Court
stressed that ``so long as the prospective litigant effectively may
vindicate [his or her] statutory cause of action in the arbitral
forum, the statute will continue to serve both its remedial and
deterrent function.'' Id. at 28 (quoting Mitsubishi Motors Corp. v.
Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 637 (1985)).
---------------------------------------------------------------------------

    NASD has committed to consider the comments regarding the use of
dispositive motions in connection with its pending rule filing in this
area.\335\ With respect to other comments

concerning the classification of arbitrators, NASD stated that it is
working with the NYSE to harmonize their rules and that any resulting
rule changes will be filed for Commission consideration, subject to
notice and comment.\336\
---------------------------------------------------------------------------

    \335\ NASD Dispute Resolution Letter II, supra note 5.
    \336\ Id.
---------------------------------------------------------------------------

VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Exchange Act, that the proposed rule change (SR-NASD-2007-023) is
approved.

    By the Commission.
Nancy M. Morris,
Secretary.

EXHIBIT A--List of Comment Letters as of July 16, 2007

    1. Letter from Franco Mortarotti, Zermatt Capital Management, dated
December 11, 2006 (``Mortarotti Letter'').
    2. Letter from Samuel F. Lek, Lek Securities Corporation, to
Christopher Cox, Chairman, Commission, dated December 15, 2006 (``Lek
Letter'').
    3. Letter from Mary S. Darcy, Managing Partner, The Darcy Group
LLC, dated December 21, 2006 (``Darcy Letter'').
    4. Letter from Michael Jordan, Control Officer/Securities Industry,
dated April 4, 2007 (``Jordan Letter'').
    5. Letter from Joseph Kosinsky, NASD Member, dated April 2, 2007
(``Kosinsky Letter'').
    6. Letter from Judith Schapiro, dated March 30, 2007 (``Judith
Schapiro Letter'').
    7. Letter from Daniel W. Roberts, NASD District One Committee
Member, dated March 29, 2007 (``Roberts Letter'').
    8. Letter from Charles Botzum, III, dated March 29, 2007 (``Botzum
Letter'').
    9. Letter from John B. Busacca, III on behalf of North American
Clearing, Inc., The Financial Industry Association, dated March 28,
2007 (``Busacca Letter'').
    10. Letters from Robert Keenan, CEO, St Bernard Financial Services,
Inc., dated March 28, 2007 and April 13, 2007 (``RKeenan Letter I'' and
``RKeenan Letter II,'' respectively).
    11. Letter from Bob and Linda King, dated April 7, 2007 (``King
Letter'').
    12. Letter from Joel Blumenschein, President, EZ Stocks, Inc.,
dated March 29, 2007 (``Blumenschein Letter'').
    13. Letter from Peter J. Chepucavage, General Counsel, Plexus
Consulting, dated March 26, 2007 (on behalf of the International
Association of Small Broker Dealers and Advisers) (``IASBDA Letter'').
    14. Letter from Donald R. Hawks, Commander, Retired, USN;
President, Registered Principal, Alpha Business Control Systems Inc.,
dated March 28, 2007 (``Hawks Letter'').
    15. Letter from the Public Members of the Securities Industry
Conference on Arbitration to Christopher Cox, Chairman, Commission,
dated January 12, 2007 (``SICA Public Members Letter'').
    16. Letter from Gretchen Harriman-Thiessen to Christopher Cox,
Chairman, Commission, dated April 4, 2007 (``Harriman-Thiessen
Letter'').
    17. Letters from Les Greenberg, Attorney, Law Offices of Les
Greenberg, to Nancy M. Morris, Secretary, Commission, dated April 8,
2007 and April 11, 2007 (``Greenberg Letter I'' and ``Greenberg Letter
II,'' respectively).
    18. Letter from Ari Gabinet, Principal, Securities Regulation, The
Vanguard Group, Inc., to Nancy M. Morris, Secretary, Commission, dated
April 11, 2007 (``Vanguard Letter'').
    19. Letter from Douglas W. Schriner, CEO, Harrison Douglas, Inc.,
dated April 11, 2007 (``Schriner Letter'').
    20. Letter from Gary L. Flater, CEO, dated April 12, 2007 (``Flater
Letter'').
    21. Letter from Chester Hebert, President, CIM Securities, LLC, to
the Commissioners, dated April 12, 2007 (``Hebert Letter'').
    22. Letter from Luke C. Schunk, Registered Representative, dated
April 12, 2007 (``Schunk Letter'').
    23. Letter from Eric B. Arnold, President, Fenwick Securities,
Inc., dated April 12, 2007 (``Arnold Letter'').
    24. Letter from Kevin J. High, Managing Director, dated April 12,
2007 (``High Letter'').
    25. Letters from Mary M. Eitel dated April 12, 2007 and April 16,
2007 (``Eitel Letter I'' and ``Eitel Letter II,'' respectively).
    26. Letter from Martin J. Cohen, dated April 12, 2007 (``Cohen
Letter'').
    27. Letter from Sennett Kirk, Kirk Securities Corporation, dated
April 12, 2007 (``Kirk Letter'').
    28. Letter from Alan Vande Weerd, CFP, Eagle One Investments, LLC,
dated April 12, 2007 (``Vande Weerd Letter'').
    29. Letters from Jack D. Jester, to Nancy M. Morris, Secretary,
Commission, dated April 5, 2007 and June 4, 2007 (``Jester Letter I''
and ``Jester Letter II,'' respectively).
    30. Letter from Francis D. de Leeuw, dated April 13, 2007 (``de
Leeuw Letter'').
    31. Letter from Jerome S. Keenan, Vice President, International
Equities Services Inc., dated April 13, 2007 (``JKeenan Letter'').
    32. Letter from Wayne A. Schultz, Esq., dated April 13, 2007
(``Schultz Letter'').
    33. Letter from Peter M. Elish, President, Elish Elish, Inc., dated
April 13, 2007 (``Elish Letter'').
    34. Letter from Edward A. H. Siedle, President, Benchmark Financial
Services, Inc., to Christopher Cox, Chairman, Commission, dated April
13, 2007 (``Benchmark Letter'').
    35. Letter from Jonathan W. Cuneo, and Richard D. Greenfield, dated
May 4, 2007 and June 11, 2007, with attachments (``Benchmark/Standard
Letter I'' and ``Benchmark/Standard Letter,'' respectively, and,
collectively, the ``Benchmark/Standard Letters'').
    36. Letter from Tom Hanson, VP of Operations and Compliance, dated
April 13, 2007 (``Hanson Letter'').
    37. Letter from Warren R. Horney, Vice President, WFP Securities
Corporation, dated April 13, 2007 (``Horney Letter'').
    38. Letter from Dan Mayfield, dated April 13, 2007 (``Mayfield
Letter'').
    39. Letter from Sam P. Solomon, dated April 13, 2007 (``Solomon
Letter'').
    40. Letter from Ronald Patterson, President, Southcoast Investment
Group Inc., to Christopher Cox, Chairman, Commission, dated April 13,
2007 (``Patterson Letter'').
    41. Letter from Steven B. Caruso, President, Public Investors
Arbitration Bar Association, dated April 16, 2007 (``Caruso Letter'').
    42. Letter from Mark S. Casady, Chairman and Chief Executive
Officer, Linsco/Private Ledger Financial Services, to Nancy M. Morris,
Secretary, Commission, dated April 16, 2007 (``Casady Letter'').
    43. Letter from Charlie Cray, Director, Center for Corporate
Policy, dated April 16, 2007 (``Cray Letter'').
    44. Letter from Ira D. Hammerman, Senior Managing Director and
General Counsel, Securities Industry and Financial Markets Association
(``SIFMA''), to Nancy M. Morris, Secretary, Commission, dated April 16,
2007 (``SIFMA Letter'').
    45. Letter from I. P. Daily, dated April 15, 2007 (``Daily
Letter'').
    46. Letter from Albert Kramer, President of Kramer Securities
Corporation, dated April 16, 2007 (``Kramer Letter'').
    47. Letter from E. John Moloney, President and Chief Executive
Officer, Moloney Securities Co., Inc., dated April 16, 2007 (``Moloney
Letter'').
    48. Letter from David Stringer, President, Prospera Financial
Services, Inc., to Nancy M. Morris, Secretary, Commission, dated April
16, 2007 (``Stringer Letter'').

    49. Letter from Deborah Castiglioni, Chief Executive Officer,
Cutter & Company, to Nancy M. Morris, Secretary, Commission, dated
April 16, 2007 (``Castiglioni Letter'').
    50. Letter from Bonnie K. Wachtel, dated April 16, 2007 (``Wachtel
Letter'').
    51. Letter from Lisa Roth, Chairman, National Association of
Independent Broker/Dealers (``NAIBD''), to Nancy M. Morris, Secretary,
Commission, dated April 16, 2007 (``NAIBD Letter'').
    52. Letter from William C. Alsover, Chairman, Centennial Securities
Company, LLC, to Nancy M. Morris, Secretary, Commission, dated April
16, 2007 (``Alsover Letter'').
    53. Letter from Craig M. Biddick, President, Mission Securities
Corp., dated April 16, 2007 (``Biddick Letter'').
    54. Letter from Donald R. Penrod, President, Penrod and Company,
dated April 16, 2007 (``Penrod Letter'').
    55. Letter from Howard Spindel, Senior Managing Director,
Integrated Management Solutions USA, LLC, to Nancy M. Morris,
Secretary, Commission, dated April 16, 2007 (``Spindel Letter'').
    56. Letter from William A. Johnstone, President and CEO, D.A.
Davidson & Co., to Nancy M. Morris, Secretary, Commission, dated April
16, 2007 (``Johnstone Letter'').
    57. Letter from David Isolano, Chief Executive Officer, Max
International Broker Dealer Corp., dated April 16, 2007 (``Isolano
Letter'').
    58. Letters from Kathryn L. Lundgren, dated April 16, 2007
(``Lundgren Letter I'') and April 17, 2007 (``Lundgren Letter II'').
    59. Letter from Gary L. Haney, Chief Executive Officer, United
Insurance Group, Inc., dated April 14, 2007 (``Haney Letter'').
    60. Letter from John E. Schooler, President, WFP Securities, dated
April 13, 2007 (``Schooler Letter'').
    61. Letter from Corey N. Callaway, President, Callaway Financial
Services, Inc., dated April 13, 2007 (``Callaway Letter'').
    62. Letters from Johnny Q. Member, to Nancy M. Morris, Secretary,
Commission, dated April 16, 2007, with attachments (``Johnny Q. Member
Letter I'' and ``Johnny Q. Member Letter II,'' respectively).
    63. Letter from John Q., NASD Member, dated April 13, 2007 (``John
Q. Letter'').
    64. Letters from Mike Miller, President, Miller Financial Corp.,
dated April 15, 2007, with attachment (``Miller Letters''
collectively).
    65. Letter from Dale E. Brown, Executive Director and CEO,
Financial Services Institute, to Nancy M. Morris, Secretary,
Commission, dated April 16, 2007 (``FSI Letter'').
    66. Letter from William R. Pictor, President, Trubee, Collins &
Co., Inc., to Nancy M. Morris, Secretary, Commission, dated April 16,
2007 (``Pictor Letter'').
    67. Letter from Walter S. Robertson, III, President and CEO, Scott
& Stringfellow, Inc., to Nancy M. Morris, Secretary, Commission, dated
April 16, 2007 (``Robertson Letter'').
    68. Letter from M. LaRae Bakerink, CEO, WBB Securities, LLC, to
Christopher Cox, Chairman, Commission, dated April 16, 2007 (``Bakerink
Letter'').
    69. Letter from William F. Galvin, Secretary of the Commonwealth,
Commonwealth of Massachusetts, to Nancy M. Morris, Secretary,
Commission, dated April 18, 2007 (``Massachusetts Letter'').
    70. Letter from Joseph P. Borg, President, North American
Securities Administrators Association, Inc., and Director, Alabama
Securities Commission, to Nancy M. Morris, Secretary, Commission, dated
April 17, 2007 (``NASAA Letter'').
    71. Letter from Joan Hinchman, Executive Director, President and
CEO, National Society of Compliance Professional Inc., to Nancy M.
Morris, Secretary, Commission, dated April 26, 2007 (``NSCP Letter'').
    72. Letter from Michael J. Mungenast, CEO and President,
Proequities, to Nancy M. Morris, dated April 23, 2007 (``Mungenast
Letter'').

 [FR Doc. E7-14855 Filed 7-31-07; 8:45 am]

BILLING CODE 8010-01-P