70746 Federal Register / Vol. 69, No. 234 / Tuesday, December 7, 2004 / Notices 

25Section 2(a)(11) of the Securities Act provide 

that the term underwriter ‘‘shall not include a 

person whose interest is limited to a commission 

from an underwriter or dealer not in excess of the 

usual and customary distributors’ or sellers’

commission.’’

26Selected Dealers are typically covered by the 

filing made by a managing underwriter.

27NASD has consented to an extension of time for 

the Commission to take action on this proposed rule 

change.

28 17 CFR 200.30–3(a)(12).

filing exemptions and the Market 

Transactions Exception, will make 

either an initial or a subsequent filing. 

Unregistered securities that constitute 

items of value that were acquired by 

such members, or their affiliates and 

associated persons within 180 days of 

the filing would be reviewed by NASD 

and would only be deemed 

underwriting compensation if 

appropriate, and subjected to the 

applicable compensation limitations 

and disclosure requirements of the 

Corporate Financing Rules. 

Selected Dealers: One commenter 

suggested that compensation to selected 

dealers is not relevant to underwriting 

compensation. Another commenter 

wrote that selected dealers are not 

underwriters for purposes of the 

Securities Act.25 These commenters 

claim that selected dealers should be 

excepted from the information required 

by the NASD concerning participating 

members, and unregistered securities 

and items of value received by selected 

dealers should not be included in the 

calculation of underwriting 

compensation. They also claim that 

selected dealers should not have an 

obligation to make filings under the 

Corporate Financing Rule.26

The basic premise for including 

selected dealers’ compensation as 

underwriting compensation is that such 

members are participating in the 

distribution of an offering. The 

definition of ‘‘participation in a public 

offering’’ in the Corporate Financing 

Rules, includes participating on ‘‘* * * 

an underwritten, non-underwritten, or 

any other basis * * *’’ and therefore 

includes selected dealers. Moreover, the 

rule specifically requires that selected 

dealer agreements be filed for review. 

The staff has reviewed offerings in 

which a selected dealer was allocated a 

substantial portion of the underwritten 

securities due to its relationship with 

the issuer and the managing 

underwriter. NASD Notice to Members

88–101 states that the ‘‘participation of 

a member in any offering of securities 

distributed pursuant to Rule 415 

constitutes participation in a public 

offering.’’ Excluding selected dealers 

would create loopholes in the treatment 

of underwriting compensation and 

conflicts of interest. NASD views 

selected dealers as members 

participating in public offerings. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 35 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

A. By order approve such proposed 

rule change, or 

B. Institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–NASD–2004–022 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Jonathan G. Katz, Secretary, 

Securities and Exchange Commission, 

450 Fifth Street, NW., Washington, DC 

20549–0609. 

All submissions should refer to File 

No. SR–NASD–2004–022. This file 

number should be included on the 

subject line if e-mail is used. To help us 

process and review comments more 

efficiently, comments should be sent in 

hardcopy or by e-mail but not by both 

methods. The Commission will post all 

comments on the Commission’s Internet 

Web site (http://www.sec.gov/rules/

sro.shtml). Copies of the submission, all 

subsequent amendments, all written 

statements with respect to the proposed 

rule change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for inspection and copying in 

the Commission’s Public Reference 

Room. Copies of such filing will also be 

available for inspection and copying at 

the principal office of NASD. All 

submissions should refer to file number 

SR–NASD–2004–022 and should be 

submitted by January 21, 2005.27

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.28

Jill M. Peterson, 

Assistant Secretary.

[FR Doc. 04–26809 Filed 12–6–04; 8:45 am] 

BILLING CODE 8010–01–P

DEPARTMENT OF STATE

[Public Notice 4917] 

Culturally Significant Object Imported 

for Exhibition Determinations: ‘‘Andre ́

Kerte ́sz’’

SUMMARY: Notice is hereby given of the 

following determinations: Pursuant to 

the authority vested in me by the Act of 

October 19, 1965 (79 Stat. 985; 22 U.S.C. 

2459), Executive Order 12047 of March 

27, 1978, the Foreign Affairs Reform and 

Restructuring Act of 1998 (112 Stat. 

2681, et seq.; 22 U.S.C. 6501 note, et 

seq.), Delegation of Authority No. 234 of 

October 1, 1999, and Delegation of 

Authority No. 236 of October 19, 1999, 

as amended, and Delegation of 

Authority No. 257 of April 15, 2003 [68 

FR 19875], I hereby determine that the 

object to be included in the exhibition 

‘‘Andre ́ Kerte ́sz,’’ imported from abroad 

for temporary exhibition within the 

United States, is of cultural significance. 

The object is imported pursuant to a 

loan agreement with the foreign owner. 

I also determine that the exhibition or 

display of the exhibit object at the 

National Gallery of Art, Washington, DC 

from on or about January 30, 2005 to on 

or about May 1, 2005, the J. Paul Getty 

Museum, Los Angeles, CA from on or 

about June 7, 2005, to on or about 

August 28, 2005, and at possible 

additional venues yet to be determined, 

is in the national interest. Public Notice 

of these determinations is ordered to be 

published in the Federal Register.

FOR FURTHER INFORMATION CONTACT: For 

further information, including a list of 

the exhibit object, contact Carol B. 

Epstein, Attorney-Adviser, Office of the 

Legal Adviser, Department of State, 

(telephone: 202/453–8048). The address 

is Department of State, SA–44, 301 4th 

Street, SW., Room 700, Washington, DC 

20547–0001.

Federal Register / Vol. 69, No. 234 / Tuesday, December 7, 2004 / Notices 70747

Dated: December 1, 2004. 

C. Miller Crouch, 

Principal Deputy Assistant Secretary for 

Educational and Cultural Affairs, Department 

of State.

[FR Doc. 04–26822 Filed 12–6–04; 8:45 am] 

BILLING CODE 4710–08–P

DEPARTMENT OF STATE

[Public Notice 4918] 

Culturally Significant Objects Imported 

for Exhibition Determinations: 

‘‘Rembrandt’s Late Religious 

Portraits’’

SUMMARY: Notice is hereby given of the 

following determinations: Pursuant to 

the authority vested in me by the Act of 

October 19, 1965 (79 Stat. 985; 22 U.S.C. 

2459), Executive Order 12047 of March 

27, 1978, the Foreign Affairs Reform and 

Restructuring Act of 1998 (112 Stat. 

2681, et seq.; 22 U.S.C. 6501 note, et 

seq.), Delegation of Authority No. 234 of 

October 1, 1999, and Delegation of 

Authority No. 236 of October 19, 1999, 

as amended, and Delegation of 

Authority No. 257 of April 15, 2003 [68 

FR 19875], I hereby determine that the 

objects to be included in the exhibition 

‘‘Rembrandt’s Late Religious Portraits,’’

imported from abroad for temporary 

exhibition within the United States, are 

of cultural significance. The objects are 

imported pursuant to a loan agreement 

with the foreign owners. I also 

determine that the exhibition or display 

of the exhibit objects at the National 

Gallery of Art, Washington, DC from on 

or about January 30, 2005 to on or about 

May 1, 2005, the J. Paul Getty Museum, 

Los Angeles, CA from on or about June 

7, 2005, to on or about August 28, 2005, 

and at possible additional venues yet to 

be determined, is in the national 

interest. Public Notice of these 

determinations is ordered to be 

published in the Federal Register.

FOR FURTHER INFORMATION CONTACT: For 

further information, including a list of 

the exhibit objects, contact Carol B. 

Epstein, Attorney-Adviser, Office of the 

Legal Adviser, Department of State, 

(telephone: 202/453–8048). The address 

is Department of State, SA–44, 301 4th 

Street, SW., Room 700, Washington, DC 

20547–0001.

Dated: December 1, 2004. 

C. Miller Crouch 

Principal Deputy Assistant Secretary for 

Educational and Cultural Affairs, Department 

of State.

[FR Doc. 04–26823 Filed 12–6–04; 8:45 am] 

BILLING CODE 4710–08–P

DEPARTMENT OF STATE

[Public Notice 4919] 

Culturally Significant Objects Imported 

for Exhibition Determinations: ‘‘Tall 

Trees at the Jas de Bouffan’’

AGENCY: Department of State.

ACTION: Notice.

SUMMARY: Notice is hereby given of the 

following determinations: Pursuant to 

the authority vested in me by the Act of 

October 19, 1965 [79 Stat. 985; 22 U.S.C. 

2459], Executive Order 12047 of March 

27, 1978, the Foreign Affairs Reform and 

Restructuring Act of 1998 [112 Stat. 

2681, et seq.; 22 U.S.C. 6501 note, et 

seq.], Delegation of Authority No. 234 of 

October 1, 1999 [64 FR 56014], 

Delegation of Authority No. 236 of 

October 19, 1999 [64 FR 57920], as 

amended, and Delegation of Authority 

No. 257 of April 15, 2003 [68 FR 19875], 

I hereby determine that the object to be 

included in the exhibition, ‘‘Tall Trees 

at the Jas de Bouffan,’’ imported from 

abroad for temporary exhibition within 

the United States, is of cultural 

significance. The object is imported 

pursuant to a loan agreement with the 

foreign lender. I also determine that the 

exhibition or display of the exhibit 

object at the J. Paul Getty Museum, Los 

Angeles, California, from on or about 

January 5, 2005, to on or about April 30, 

2005, and at possible additional venues 

yet to be determined, is in the national 

interest. Public Notice of these 

determinations is ordered to be 

published in the Federal Register.

FOR FURTHER INFORMATION CONTACT: For 

further information, contact Paul W. 

Manning, Attorney-Adviser, Office of 

the Legal Adviser, 202/619–5997, and 

the address is United States Department 

of State, SA–44, Room 700, 301 4th 

Street, SW., Washington, DC 20547–

0001.

Dated: December 1, 2004. 

C. Miller Crouch, 

Principal Deputy Assistant Secretary for 

Educational and Cultural Affairs, Department 

of State.

[FR Doc. 04–26824 Filed 12–6–04; 8:45 am] 

BILLING CODE 4710–08–P

DEPARTMENT OF TRANSPORTATION

Office of the Secretary 

Aviation Proceedings, Agreements 

Filed the Week Ending November 19, 

2004 

The following Agreements were filed 

with the Department of Transportation 

under the provisions of 49 U.S.C. 412 

and 414. Answers may be filed within 

21 days after the filing of the 

application. 

Docket Number: OST–2004–19687. 

Date Filed: November 18, 2004. 

Parties: Members of the International 

Air Transport Association. 

Subject: PTC31 N&C/CIRC 0288 dated 

19 November 2004, Mail Vote 420–TC31 

North and Central Pacific Montreal, 25 

October–2 November 2004, TC3 (except 

Japan)—North America, Caribbean 

Expedited Resolution 002at (except 

between Korea (Rep. of), Malaysia and 

USA) r1, Intended effective date: 15 

January 2005.

Docket Number: OST–2004–19688. 

Date Filed: November 18, 2004. 

Parties: Members of the International 

Air Transport Association. 

Subject: PTC123 0301 dated 19 

November 2004, Mail Vote 421, 

Montreal, 25 October–2 November 2004, 

TC123 North/Mid/South Atlantic 

Expedited Resolutions (except between 

USA and Korea (Rep. of), Malaysia) r1–

r20, Intended effective date: 15 January 

2005.

Maria Gulczewski, 

Supervisory Dockets Officer, Federal Register 

Liaison.

[FR Doc. 04–26810 Filed 12–6–04; 8:45 am] 

BILLING CODE 4910–62–P

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration 

[Summary Notice No. PE–2004–85] 

Petitions for Exemption; Summary of 

Petitions Received; Correction

AGENCY: Federal Aviation 

Administration (FAA), DOT.

ACTION: Notice of petition for exemption 

received; correction. 

SUMMARY: This document makes a 

correction to the docket number and the 

contact information in the summary of 

petitions received published in the 

Federal Register on November 30, 2004. 

That notice provided details of a 

petition for exemption from the Air 

Transport Association (ATA).

EFFECTIVE DATE: This correction is 

effective on December 7, 2004.

FOR FURTHER INFORMATION CONTACT: John 

Linsenmeyer (202) 267–5174. 

Correction 

In the notice of petition for exemption 

received, FR Doc. 04–26340, published 

on November 30, 2004, (69 FR 69665), 

make the following corrections: 

1. On page 69665, in column 1, under 

the heading ADDRESSES, on the third line