9864 Federal Register / Vol. 74, No. 43 / Friday, March 6, 2009 / Notices 

16 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3Amendment No. 4 supersedes and replaces the 

Exchange’s original Form 19b–4 and Amendment 

Nos. 1 and 2. 

4The Commission notes that the proposal also 

codifies two previously published interpretations 

that do not permit broker votes for material 

amendments to investment advisory contracts. See 

infra notes 10–11 and accompanying text. 

5The Commission notes that the Exchange filed 

Amendment No. 2 on June 28, 2007. 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File 

Number SR–NYSEArca–2009–13 and 

should be submitted on or before March 

27, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–4768 Filed 3–5–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59464; File No. SR–NYSE– 

2006–92] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change, as 

Modified by Amendment No. 4, To 

Amend NYSE Rule 452 and Listed 

Company Manual Section 402.08 To 

Eliminate Broker Discretionary Voting 

for the Election of Directors and Codify 

Two Previously Published 

Interpretations That Do Not Permit 

Broker Discretionary Votes for Material 

Amendments to Investment Advisory 

Contracts 

February 26, 2009. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on October 24, 2006, the New York 

Stock Exchange LLC (‘‘Exchange’’ or 

‘‘NYSE’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’ 

or ‘‘SEC’’) the proposed rule change as 

described in items I, II and III below, 

which items have been prepared by the 

self-regulatory organization. On May 23, 

2007, the Exchange filed Amendment 

No. 1 to the proposed rule change. On 

June 28, 2007, the Exchange filed 

Amendment No. 2 to the proposed rule 

change. On February 26, 2009, the 

Exchange filed and withdrew 

Amendment No. 3 to the proposed rule 

change. On February 26, 2009, the 

Exchange filed Amendment No. 4.3 The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change, as modified by Amendment No. 

4, from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The NYSE is proposing to amend 

NYSE Rule 452 to eliminate broker 

discretionary voting for the election of 

directors. Rule 452, titled Giving Proxies 

by Member Organizations, allows 

brokers to vote on ‘‘routine’’ proposals 

if the beneficial owner of the stock has 

not provided specific voting 

instructions to the broker at least 10 

days before a scheduled meeting. The 

proposed amendment will be applicable 

to proxy voting for shareholder meetings 

held on or after January 1, 2010. 

Notwithstanding the foregoing, in the 

event the proposed amendment is not 

approved by the Commission until after 

August 31, 2009, the effective date shall 

be delayed to a date which is at least 

four months after the approval date, and 

which does not fall within the first six 

months of the calendar year. In 

addition, in any case the proposed 

amendment will not apply to a meeting 

that was originally scheduled to be held 

prior to the effective date but was 

properly adjourned to date on or after 

the effective date.4

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of 

and basis for the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of these statements may be examined at 

the places specified in Item IV below 

and is set forth in Sections A, B and C 

below. The NYSE has prepared 

summaries, set forth in Sections A, B 

and C below, of the most significant 

aspects of such statements. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

(http://www.nyse.com), at the 

Exchange’s Office of the Secretary, and 

at the Commission’s Public Reference 

Room. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The NYSE is proposing to amend 

NYSE Rule 452 to eliminate broker 

discretionary voting for the election of 

directors. Rule 452, titled Giving Proxies 

by Member Organizations, allows 

brokers to vote on ‘‘routine’’ proposals 

if the beneficial owner of the stock has 

not provided specific voting 

instructions to the broker at least 10 

days before a scheduled meeting. The 

proposed amendment will be applicable 

to proxy voting for shareholder meetings 

held on or after January 1, 2010. 

Notwithstanding the foregoing, in the 

event the proposed amendment is not 

approved by the Commission until after 

August, 31, 2009, the effective date shall 

be delayed to a date which is at least 

four months after the approval date, and 

which does not fall within the first six 

months of the calendar year. In 

addition, in any case the proposed 

amendment will not apply to a meeting 

that was originally scheduled to be held 

prior to the effective date but was 

properly adjourned to a date on or after 

the effective date. 

The NYSE originally filed these 

proposed amendments on October 24, 

2006. The first amendment to the rule 

filing was filed on May 23, 2007. The 

most significant difference being 

proposed in that amendment was to 

provide that the proposed amendment 

to Rule 452 is not applicable to 

companies registered under the 

Investment Company Act of 1940. The 

second amendment to the rule filing 

was filed on June 27, 2007 [sic].5 It 

reflected minor SEC staff comments to 

Amendment No. 1 and added another 

non-routine item to the list enumerated 

in Rule 452.11 relating to amendments 

to investment contracts. That proposed 

change codified a NYSE interpretation 

that was published in 1992. This 

amendment is being filed to update the 

provision regarding the effective date 

and to reflect minor SEC staff comments 

on Amendment No. 2. Amendment No. 

3 was withdrawn for technical reasons. 

Current Requirements of NYSE Rule 452 

Under the current NYSE and SEC 

proxy rules, brokers must deliver proxy 

materials to beneficial owners and 

request voting instructions in return. If 

voting instructions have not been 

received by the tenth day preceding the 

meeting date, Rule 452 provides that 

brokers may vote on certain matters 

deemed ‘‘routine’’ by the NYSE. One of 

the most important results of broker 

votes of uninstructed shares is their use 

in establishing a quorum at shareholder 

meetings. 

Among the other matters which the 

current NYSE Rule 452 treats as routine 

is an ‘‘uncontested’’ election for a 

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Federal Register / Vol. 74, No. 43 / Friday, March 6, 2009 / Notices 9865 

6Rule 452.11(2) defines a ‘‘contest’’ as a matter 

that ‘‘is the subject of a counter-solicitation, or is 

part of a proposal made by a stockholder which is 

being opposed by management.’’ 

7For example, in 2002, the Council of 

Institutional Investors publicly criticized in the 

media the NYSE’s definition of ‘‘contests’’ as 

‘‘problematic’’ because it fails to classify as contests 

‘‘just vote no’’ campaigns, it fails to recognize the 

use of the Internet as a means of contesting 

management, it puts ADP in an inappropriate and 

conflicted role, and it is inconsistent with securities 

laws which recognize the validity of exempt 

solicitations. In a letter to the SEC dated June 13, 

2003, Institutional Shareholders Services expressed 

concern that because ‘‘the NYSE classifies the 

election of directors as a routine voting item unless 

a full-blown proxy contest has erupted,’’ the efforts 

of shareholders to express disapproval of board 

actions at companies like Sprint and Tyco in the 

2003 proxy season were ‘‘watered down by broker 

votes.’’ Moreover, in their presentations to the 

Working Group, several groups recommended that 

the definition of a contest be expanded or changed, 

including the AFL–CIO and the American Business 

Conference. 

8The ICI submitted a report to the Proxy Working 

Group titled ‘‘Costs of Eliminating Discretionary 

Broker Voting on Uncontested Elections of 

Investment Company Directors,’’ which found, 

among other things, that if ‘‘discretionary broker 

voting is eliminated, typical proxy costs [for 

investment companies] are estimated to more than 

double’’ and that therefore ‘‘fund expense ratios 

could rise by approximately 1 to 2 basis points 

owing to higher proxy costs’’. 

9The ICI Report made the point that eliminating 

discretionary broker voting will have a 

disproportionate impact on funds as compared to 

operating companies because funds have a higher 

proportion of retail investors. The Report also noted 

that funds already have a high number of resolicitations and adjournments of shareholder 

meetings when there are non-routine items on the 

agenda. 

company’s board of directors.6 Such 

elections remain the general practice in 

corporate America today, with contested 

elections occurring relatively 

infrequently. According to ADP, there 

were only thirty-four officially contested 

elections in calendar year 2004. 

However in recent years the definition 

of a ‘‘contested election’’ has been 

questioned by a number of parties and 

interest groups.7 This is because of the 

rise of a number of new types of proxy 

campaigns, including ‘‘just vote no’’ 

campaigns. Because these campaigns 

often do not result in competing 

solicitations, historically these efforts 

have not been considered ‘‘contests’’ for 

purposes of NYSE Rule 452, and thus 

broker votes have been counted. This 

has drawn the ire of some investor 

groups since generally brokers vote 

uninstructed shares in accordance with 

the incumbent board’s 

recommendations. 

On ‘‘non-routine’’ matters, which 

generally speaking are those involving a 

contest or any matter which may affect 

substantially the rights or privileges of 

stockholders, NYSE rules prohibit 

brokers from voting without receiving 

instructions from the beneficial owners. 

At present, the NYSE Rule 452.11 lists 

by way of example eighteen such ‘‘nonroutine’’ matters, including items such 

as stockholder proposals opposed by 

management, and mergers or 

consolidations. 

NYSE Proxy Working Group 

The Proxy Working Group was 

created by the NYSE in April 2005 to 

review the NYSE rules regulating the 

proxy voting process, and more 

specifically to review and make 

recommendations with respect to NYSE 

Rules 450–460 (with a particular focus 

on Rule 452) and 465. In creating the 

Working Group, the NYSE sought to 

obtain a wide diversity of views as well 

as a broad range of expertise. As a 

result, the Working Group contains 

representatives from a number of 

different constituencies, all of whom 

have significant experience with the 

proxy voting process. 

In June 2006, the Proxy Working 

Group prepared a draft report and a 

series of recommendations relating to 

their findings. In this report, the Proxy 

Working Group expressed its belief that 

the election of directors should no 

longer be viewed as routine under Rule 

452 and thus that brokers should no 

longer be permitted to cast uninstructed 

shares for the election of directors. 

The Proxy Working Group report 

notes that this proposed change could 

significantly impact the director 

election process. For example, it is 

likely to increase the costs of 

uncontested elections, as issuers will 

have to spend more money and effort to 

reach shareholders who previously did 

not vote. These costs may increase 

substantially with the rise of majority 

voting for directors, as issuers have to 

obtain the votes from shareholders who 

may not realize that their failure to vote 

constitutes a ‘‘no’’ vote. Such a change 

may also increase the influence of 

special interest groups or others with a 

particular agenda to challenge an 

incumbent board, at the expense of 

smaller shareholders. These 

consequences could fall most 

dramatically on smaller issuers, who 

have a smaller proportion of 

institutional investors and/or have 

greater difficulty in contacting 

shareholders and convincing them to 

vote in uncontested elections. 

Despite these potential difficulties, 

the Proxy Working Group stated in its 

report that it is important to recognize 

that the election of a director, even 

where the election is uncontested, is not 

a routine event in the life of a 

corporation. While this is likely to result 

in some greater costs and difficulties for 

issuers, it is a cost required to be paid 

for better corporate governance and 

transparency of the election process. 

Following the issuance of the draft 

Proxy Working Group Report, in June 

2006, the NYSE circulated the report to 

its listed companies and certain other 

entities and asked for comment on all of 

the proposed recommendations. The 

NYSE received approximately 46 

comment letters or emails on the 

proposed recommendations; 39 of these 

letters related to amending Rule 452 to 

make the election of directors a nonroutine matter. 15 of these comment 

letters strongly supported the proposed 

change to Rule 452, 8 letters expressed 

the view that the SEC should undertake 

an extensive review of shareholder 

communications before Rule 452 is 

amended, and 16 letters expressed 

concern regarding the proposed 

amendment. Among the primary 

concerns expressed with respect to the 

proposed amendment to Rule 452 was 

the potential difficulty in obtaining a 

quorum in uncontested elections 

without the use of the broker 

discretionary vote pursuant to existing 

Rule 452. This issue was raised by a 

number of operating companies, 

especially representatives of small and 

mid-size companies. 

The investment company community 

raised similar issues, emphasizing the 

cost and difficulties of obtaining a 

quorum as well as general problems in 

getting fund shareholders to vote.8 In 

addition, the investment companies 

emphasized the different and unique 

regulatory and statutory regime 

governing their actions, which provides 

additional protections to investors. The 

Investment Company Institute (‘‘ICI’’) 

provided detailed information to the 

Proxy Working Group, including 

analyses about the additional costs that 

would be incurred by investment 

companies if such companies would not 

be allowed to count broker-votes in 

uncontested elections for directors, as 

well as the different shareholder profiles 

of investment companies and operating 

companies, and the differing regulatory 

regimes of investment companies.9

These issues were discussed at length 

by and among the members of the Proxy 

Working Group. In particular, the Proxy 

Working Group considered the 

heightened problems that investment 

companies face because of their 

disproportionately large retail 

shareholder base. In addition, the Proxy 

Working Group reviewed the types of 

issues often presented to shareholders of 

investment companies, and noted that 

such companies often do not include 

other ‘‘routine’’ matters on their ballot, 

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9866 Federal Register / Vol. 74, No. 43 / Friday, March 6, 2009 / Notices 

10See Exchange Act Release No. 30697 (May 13, 

1992) (SR–NYSE–1992–05). 

11See Exchange Act Release No. 52569 

(November 6, 2005) [sic] (SR–NYSE–2005–61). The 

Commission notes that the Release was dated 

October 6, 2005. 

12The Commission notes that the correct 

reference is to the Commission’s Division of 

Investment Management, as stated in the Form 19b– 

4. 13 15 U.S.C. 78f(b)(5). 

which would allow broker discretionary 

voting for quorum purposes. 

The Proxy Working Group reviewed 

the materials submitted by the ICI and 

other representatives of investment 

companies concerning the difficulties 

such companies would have if they 

were subject to the amendment to Rule 

452 making director elections ‘‘nonroutine.’’ Additionally, the Proxy 

Working Group reviewed and 

considered the fact that investment 

companies are subject to regulation 

under the Investment Company Act of 

1940 (which also regulates shareholder 

participation in key decisions affecting 

such regulated funds), while operating 

companies are not subject to this Act. 

The Proxy Working Group also had a 

number of discussions about the 

difficulties faced by smaller issuers, and 

recognizes that smaller issuers may be 

subject to some of the very same 

problems that investment companies are 

subject to, including a high percentage 

of shares held by ‘‘retail’’ investors, and 

an increased cost in obtaining a quorum 

as a result of the proposed changes to 

Rule 452. There was considerable 

concern and discussion about the 

potential problems facing smaller 

issuers as a result of the potential rule 

change, as well as discussion about the 

similarities and differences between 

smaller operating companies and 

investment companies. 

Ultimately, the Working Group 

concluded that the unique regulatory 

regime governing investment companies 

made such companies sufficiently 

different from operating companies 

(regardless of size) that it was 

appropriate to treat such companies 

differently. Accordingly, the Proxy 

Working Group determined to amend its 

initial recommendation to the NYSE 

with respect to Rule 452 to recommend 

that such changes to Rule 452 not apply 

to any company registered under the 

Investment Company Act of 1940. 

Conclusion 

In light of the recommendations of the 

Proxy Working Group and based on the 

NYSE’s own conclusion that the 

election of directors should no longer be 

deemed to be a ‘‘routine matter,’’ the 

NYSE proposes to amend NYSE Rule 

452, and corresponding NYSE Listed 

Company Manual Section 402.08, to 

eliminate broker discretionary voting for 

the election of directors, but to except 

from that amendment companies 

registered under the Investment 

Company Act of 1940. 

Effective Date 

The proposed amendment will be 

applicable to proxy voting for 

shareholder meetings held on or after 

January 1, 2010. Notwithstanding the 

foregoing, in the event the proposed 

amendment is not approved by the 

Commission until after August, 31, 

2009, the effective date shall be delayed 

to a date which is at least four months 

after the approval date, and which does 

not fall within the first six months of the 

calendar year. In addition, in any case 

the proposed amendment will not apply 

to a meeting that was originally 

scheduled to be held prior to the 

effective date but was properly 

adjourned to a date on or after the 

effective date. 

Material Amendments to Investment 

Contracts 

In addition to the current 18 specific 

actions set out in Supplementary 

Material .11 to Rule 452, the Exchange 

has long interpreted Rule 452 to 

preclude member organizations from 

voting without instructions in certain 

other situations, including on any 

material amendment to the investment 

advisory contract with an investment 

company.10

In addition, in 2005, the NYSE 

published an interpretation,11 pursuant 

to a request from the SEC’s Trading and 

Markets [sic] 12 Investment 

Management, that provided that any 

proposal to obtain shareholder approval 

of an investment company’s investment 

advisory contract with a new 

investment adviser, which approval is 

required by the Investment Company 

Act of 1940, as amended (the ‘‘1940 

Act’’), and the rules thereunder, will be 

deemed to be a ‘‘matter which may 

affect substantially the rights or 

privileges of such stock’’ for purposes of 

Rule 452 so that a member organization 

may not give a proxy to vote shares 

registered in its name absent instruction 

from the beneficial holder of the shares. 

As a result, for example, a member 

organization may not give a proxy to 

vote shares registered in its name, 

absent instruction from the beneficial 

holder of the shares, on any proposal to 

obtain shareholder approval required by 

the 1940 Act of an investment advisory 

contract between an investment 

company and a new investment adviser 

due to an assignment of the investment 

company’s investment advisory 

contract, including an assignment 

caused by a change in control of the 

investment adviser that is party to the 

assigned contract. 

The NYSE proposes to amend Rule 

452 to specifically codify these 

interpretations. 

2. Statutory Basis 

The basis under the Exchange Act for 

this proposed rule change is the 

requirement under Section 6(b)(5) 13

that an exchange have rules that are 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to remove impediments to, and 

perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Exchange Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

Comment letters received on the 

proposed amendments are discussed 

above. 

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 the 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, as modified by Amendment No. 

4, is consistent with the Act. Comments 

may be submitted by any of the 

following methods: 

mstockstill on PROD1PC66 with NOTICES

Federal Register / Vol. 74, No. 43 / Friday, March 6, 2009 / Notices 9867 

14 17 CFR 200.30–3(a)(12). 

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–NYSE–2006–92 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2006–92. This file 

number should be included on the 

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

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

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

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for inspection and copying in 

the Commission’s Public Reference 

Room, 100 F Street, NE., Washington, 

DC 20549, on official business days 

between the hours of 10 a.m. and 3 p.m. 

Copies of such filing also will be 

available for inspection and copying at 

the principal office of the Exchange. All 

comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File 

Number SR–NYSE–2006–92 and should 

be submitted on or before March 27, 

2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–4754 Filed 3–5–09; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF STATE 

[Public Notice 6538] 

Meeting of the Environmental Affairs 

Council (EAC) of the Dominican 

Republic—Central America—United 

States Free Trade Agreement (CAFTA– 

DR) 

AGENCY: Department of State. 

ACTION: Notice and request for 

comments. 

SUMMARY: The Department of State and 

the Office of the United States Trade 

Representative (USTR) are providing 

notice that, as set forth in Chapter 17 

(Environment) of the Dominican 

Republic-Central America-United States 

Free Trade Agreement (CAFTA–DR), the 

CAFTA–DR governments intend to hold 

the fourth meeting of the Environmental 

Affairs Council (the ‘‘Council’’) in San 

Jose, Costa Rica on March 10, 2009. The 

Council will hold an information 

session for members of the public on 

March 10, 2009, from 2–4 p.m. in the 

Ramada Herradura Hotel, facing the 

General Can ̃ as Highway, five kilometers 

south of the Juan Santamaria 

International Airport. The purpose of 

the Council meetings is detailed below 

under SUPPLEMENTARY INFORMATION. 

The meeting agenda will include a 

review of issues concerning 

implementation of the Environment 

Chapter, review and formal adoption of 

Working Procedures and a Public 

Outreach Plan for the Secretariat for 

Environmental Matters Under the 

CAFTA–DR (‘‘Secretariat’’), 

appointment of a new General 

Coordinator for the Secretariat, and 

presentations of various 

accomplishments under the CAFTA–DR 

Environmental Cooperation Program. 

The Department of State and USTR 

invite interested agencies, organizations, 

and members of the public to submit 

written comments or suggestions 

regarding agenda items and to attend the 

public session. In preparing comments, 

we encourage submitters to refer to the 

CAFTA–DR Environment Chapter and 

the Final Environment Review of the 

CAFTA–DR (available at http:// 

www.ustr.gov) and the Environmental 

Cooperation Agreement (ECA) (available 

at http://www.state.gov/g/oes/env/ 

trade/). 

DATES: To be assured of timely 

consideration, submit comments on or 

before March 9, 2009. 

ADDRESSES: Written comments or 

suggestions should be submitted to 

both: (1) Rachel Kastenberg, Department 

of State, Bureau of Oceans, 

Environment, and Science, Office of 

Environmental Policy by electronic mail 

at kastenbergRL@state.gov with the 

subject line ‘‘CAFTA–DR EAC Meeting’’ 

or by fax to (202) 647–5947; and (2) 

Mara M. Burr, Deputy Assistant United 

States Trade Representative for 

Environment and Natural Resources, 

Office of the United States Trade 

Representative by electronic mail at 

mburr@ustr.eop.gov with the subject 

line ‘‘CAFTA–DR EAC Meeting’’ or by 

fax to (202) 395–9517. 

FOR FURTHER INFORMATION CONTACT: 

Rachel Kastenberg, Telephone (202) 

647–9266 or Mara M. Burr, Telephone 

(202) 395–7320. 

SUPPLEMENTARY INFORMATION: Article 

17.5 of Chapter 17 of CAFTA–DR 

establishes an Environmental Affairs 

Council (the ‘‘Council’’). Article 17.5 

requires the Council to meet at least 

once a year, unless the Parties otherwise 

agree, to discuss the implementation of, 

and progress under, Chapter 17. Article 

17.5 further requires, unless the Parties 

otherwise agree, that each meeting of 

the Council include a session in which 

members of the Council have an 

opportunity to meet with the public to 

discuss matters relating to the 

implementation of Chapter 17. 

In Article 17.9 of the Chapter, the 

Parties recognize the importance of 

strengthening capacity to protect the 

environment and to promote sustainable 

development in concert with 

strengthening trade and investment 

relations and state their commitment to 

expanding their cooperative 

relationship on environmental matters. 

Article 17.9 also notes that the Parties 

have negotiated an Environmental 

Cooperation Agreement (ECA) that sets 

out certain priority areas of cooperation 

on environmental activities. These 

priority areas are reflected in Annex 

17.9 and include, among other things, 

conserving and managing shared, 

migratory, and endangered species in 

international trade; exchanging 

information on domestic 

implementation of multilateral 

environmental agreements that all the 

Parties have ratified; and strengthening 

each Party’s environmental management 

systems, including reinforcing 

institutional and legal frameworks and 

the capacity to develop, implement, 

administer, and enforce environmental 

laws, regulations, standards, and 

polices. 

At its fourth meeting, the Council 

will, among other things, (1) Review of 

issues concerning implementation of 

Chapter 17; (2) appoint a new General 

Coordinator for the Secretariat; (3) 

review and adopt the Secretariat’s 

Working Procedures and Public 

mstockstill on PROD1PC66 with NOTICES