Sec.  52.12   North American Numbering Plan Administrator and B&C Agent.

   The North American Numbering Plan Administrator (“NANPA”) and the associated
   “B&C Agent” will conduct their respective operations in accordance with this
   section.  The  NANPA  and  the B&C Agent will conduct their respective
   operations with oversight from the Federal Communications Commission (the
   “Commission”) and with recommendations from the North American Numbering
   Council (“NANC”).

   (a)(1) Neutrality. The NANPA and the B&C Agent shall be non-governmental
   entities  that  are  impartial  and  not  aligned  with any particular
   telecommunication industry segment. Accordingly, while conducting their
   respective operations under this section, the NANPA and B&C Agent shall
   ensure that they comply with the following neutrality criteria:

   (i)  The  NANPA  and  B&C  Agent  may  not  be  an  affiliate  of  any
   telecommunications service provider(s) as defined in the Telecommunications
   Act of 1996. “Affiliate” is a person who controls, is controlled by, or is
   under the direct or indirect common control with another person. A person
   shall be deemed to control another if such person possesses, directly or
   indirectly—

   (A) An equity interest by stock, partnership (general or limited) interest,
   joint venture participation, or member interest in the other person ten
   (10%) percent or more of the total outstanding equity interests in the other
   person, or

   (B) The power to vote ten (10%) percent or more of the securities (by stock,
   partnership (general or limited) interest, joint venture participation, or
   member interest) having ordinary voting power for the election of directors,
   general partner, or management of such other person, or

   (C)  The  power to direct or cause the direction of the management and
   policies of such other person, whether through the ownership of or right to
   vote  voting rights attributable to the stock, partnership (general or
   limited) interest, joint venture participation, or member interest) of such
   other  person,  by  contract (including but not limited to stockholder
   agreement,  partnership  (general or limited) agreement, joint venture
   agreement, or operating agreement), or otherwise;

   (ii) The NANPA and B&C Agent, and any affiliate thereof, may not issue a
   majority of its debt to, nor may it derive a majority of its revenues from,
   any telecommunications service provider. “Majority” shall mean greater than
   50 percent, and “debt” shall mean stocks, bonds, securities, notes, loans or
   any other instrument of indebtedness; and

   (iii) Notwithstanding the neutrality criteria set forth in paragraphs (a)(1)
   (i) and (ii) of this section, the NANPA and B&C Agent may be determined to
   be or not to be subject to undue influence by parties with a vested interest
   in the outcome of numbering administration and activities. NANC may conduct
   an evaluation to determine whether the NANPA and B&C Agent meet the undue
   influence criterion.

   (2) Any subcontractor that performs—

   (i) NANP administration and central office code administration, or

   (ii) Billing and Collection functions, for the NANPA or for the B&C Agent
   must also meet the neutrality criteria described in paragraph (a)(1).

   (b)   Term  of  administration.  The  NANPA  shall  provide  numbering
   administration, including central office code administration, for the United
   States portion of the North American Numbering Plan (“NANP”) for an initial
   period  of five (5) years. At any time prior to the termination of the
   initial or subsequent term of administration, such term may be renewed for
   up to five (5) years with the approval of the Commission and the agreement
   of the NANPA. The B&C Agent shall provide billing and collection functions
   for  an  initial  period  of  five (5) years. At any time prior to the
   termination of the initial or subsequent term of administration, such term
   may be renewed for up to five (5) years with the approval of the Commission
   and the agreement of the B&C Agent.

   (c) Changes to regulations, rules, guidelines or directives. In the event
   that regulatory authorities or industry groups (including, for example, the
   Industry  Numbering  Committee—INC,  or  its  successor)  issue rules,
   requirements, guidelines or policy directives which may affect the functions
   performed by the NANPA and the B&C Agent, the NANPA and the B&C Agent shall,
   within 10 business days from the date of official notice of such rules,
   requirements, guidelines or policy directives, assess the impact on its
   operations and advise the Commission of any changes required. NANPA and the
   B&C Agent shall provide written explanation why such changes are required.
   To  the  extent  the  Commission deems such changes are necessary, the
   Commission will recommend to the NANP member countries appropriate cost
   recovery adjustments, if necessary.

   (d) Performance review process. NANPA and the B&C Agent shall develop and
   implement an internal, documented performance monitoring mechanism and shall
   provide such performance review on request of the Commission on at least an
   annual   basis.  The  annual  assessment  process  will  not  preclude
   telecommunications  industry participants from identifying performance
   problems to the NANPA, the B&C Agent and the NANC as they occur, and from
   seeking expeditious resolution. If performance problems are identified by a
   telecommunications industry participant, the NANC, B&C Agent or NANPA shall
   investigate and report within 10 business days of notice to the participant
   of corrective action, if any, taken or to be taken. The NANPA, B&C Agent or
   NANC (as appropriate) shall be permitted reasonable time to take corrective
   action, including the necessity of obtaining the required consent of the
   Commission.

   (e) Termination. If the Commission determines at any time that the NANPA or
   the B&C Agent fails to comply with the neutrality criteria set forth in
   paragraph (a) of this section or substantially or materially defaults in the
   performance of its obligations, the Commission shall advise immediately the
   NANPA  or  the B&C Agent of said failure or default, request immediate
   corrective action, and permit the NANPA or B&C Agent reasonable time to
   correct such failure or default. If the NANPA or B&C Agent is unwilling or
   unable to take corrective action, the Commission may, in a manner consistent
   with  the  requirements  of  the  Administrative Procedure Act and the
   Communications  Act of 1934, as amended, take any action that it deems
   appropriate, including termination of the NANPA's or B&C Agent's term of
   administration.

   (f) Required and optional enterprise services. Enterprise Services, which
   are services beyond those described in  Sec. 52.13 that may be provided by the
   new NANPA for specified fees, may be offered with prior approval of the
   Commission.

   (1) Required Enterprise Services. At the request of a code holder, the NANPA
   shall, in accordance with industry standards and for reasonable fees, enter
   certain  routing  and  rating  information, into the industry-approved
   database(s) for dissemination of such information. This task shall include
   reviewing the information and assisting in its preparation.

   (2) Optional Enterprise Services. The NANPA may, subject to prior approval
   and for reasonable fees, offer “Optional Enterprise Services” which are any
   services not described elsewhere in this section.

   (3)  Annual  report.  NANPA shall identify and record all direct costs
   associated with providing Enterprise Services separately from the costs
   associated with the non-enterprise NANPA functions. The NANPA shall submit
   an  annual  report  to the NANC summarizing the revenues and costs for
   providing each Enterprise Service. NANPA shall be audited by an independent
   auditor after the first year of operations and every two years thereafter,
   and submit the report to the Commission for appropriate review and action.

   [ 63 FR 55180 , Oct. 23, 1997]