[Federal Register Volume 86, Number 55 (Wednesday, March 24, 2021)]
[Notices]
[Pages 15759-15763]
[FR Doc No: 2021-05998]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-91356; File No. SR-EMERALD-2021-09]

Self-Regulatory Organizations; MIAX Emerald, LLC; Notice of
Filing of a Proposed Rule Change To Adopt Exchange Rule 531, Reports,
To Provide for the New ``Liquidity Taker Event Report''

March 18, 2021.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on March 5, 2021, MIAX Emerald, LLC (``MIAX Emerald'' or ``Exchange'')
filed with the Securities and Exchange Commission (``Commission'') the
proposed rule change as described in Items I, II, and III below, which
Items have been prepared by the Exchange. The Commission is publishing
this notice to solicit comments on the proposed rule change from
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to adopt Exchange Rule 531(a) to provide for
the new ``Liquidity Taker Event Report''.
    The text of the proposed rule change is available on the Exchange's
website at http://www.miaxoptions.com/rule-filings/emerald at MIAX
Emerald's principal office, and at the Commission's Public Reference
Room.

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 Exchange 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. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.

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

1. Purpose
    The Exchange proposes to adopt Exchange Rule 531(a) to provide for
the new ``Liquidity Taker Event Report'' (the ``Report''). The Report
is an optional product \3\ available to Members.\4\ Currently, the
Exchange provides real-time prices and analytics in the marketplace.
The Exchange believes the additional data points from the matching
engine outlined below may help Members gain a better understanding
about their interactions with the Exchange. The Exchange believes the
Report will provide Members with an opportunity to learn more about
better opportunities to access liquidity and receive better execution
rates. The proposed Report will increase transparency and democratize
information so that all firms that subscribe to the Report have access
to the same information on an equal basis, even for firms that do not
have the appropriate resources to generate a similar report regarding
interactions with the Exchange. None of the components of the proposed
Report include real-time market data.
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    \3\ The Exchange intends to submit a separate filing with the
Commission pursuant to Section 19(b)(1) to propose fees for the
Liquidity Taker Event Report.
    \4\ The term ``Member'' means an individual or organization
approved to exercise the trading rights associated with a Trading
Permit. Members are deemed ``members'' under the Exchange Act. See
Exchange Rule 100.
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    Members generally would use a liquidity accessing order if there is
a high probability that it will execute against an order resting on the
Exchange's Book.\5\ The proposed Report would identify by how much time
an order that may have been marketable missed an execution. The
proposed Report will provide greater visibility into the missed trading
execution, which will allow Members to optimize their models and
trading patterns to yield better execution results.
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    \5\ The term ``Book'' means the electronic book of buy and sell
orders and quotes maintained by the System. See Exchange Rule 100.
The term ``System'' means the automated trading system used by the
Exchange for the trading of securities. See id.
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    The proposed Report will be a Member-specific report and will help
Members to better understand by how much time a particular order missed
executing against a specific resting order, thus allowing that Member
to determine whether it wants to invest in the necessary resources and
technology to mitigate missed executions against certain resting orders
on the Exchange's Book. For example, Member A submits an order that is
posted to the Book and then Member B enters a marketable order to
execute against Member A's resting order. Immediately thereafter,
Member C sends a marketable order to execute against Member A's resting
Order. Because Member B's order is received by the Exchange before
Member C's order, Member B's order executes against Member A's resting
order. The proposed Report would provide Member C the data points
necessary for that firm to calculate by how much time they missed
executing against Member A's resting order. The Exchange proposes to
provide the Report on a T+1 basis. As further described below, the
Report will be specific and tailored to the Member that is subscribed
to the Report and any data included in the Report that relates to a
Member other than the Member receiving the Report will be anonymized.
    The Exchange proposes to provide the Report in response to Member
demand for data concerning the timeliness of their incoming orders and
executions against resting orders. Members have periodically requested
from the Exchange's trading operations personnel information concerning
the timeliness of their incoming orders and efficacy of their attempts
to execute against resting liquidity on the Exchange's Book. The
purpose of the Report is to provide Members the necessary data in a
standardized format on a T+1 basis to those that subscribe to the
Report on an equal basis.\6\
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    \6\ The proposed Report is based on a similar report provided by
the NASDAQ Stock Market LLC (``NASDAQ'') for equity securities
called the Missed Opportunity--Latency report as part of its NASDAQ
Trader Insights offering. See NASDAQ Equity Section 7, Rule
146(a)(2). See also Securities Exchange Act Release No. 78886
(September 20, 2016), 81 FR 66113 (September 26, 2016) (SR-NASDAQ-
2016-101) (Order Granting Approval of Proposed Rule Change, as
Modified by Amendment Nos. 1 and 2, To Add NASDAQ Rule 7046 (Nasdaq
Trading Insights)) (``NASDAQ Approval Order''). NASDAQ later
renumbered Rule 7046 as Equity Section 7, Rule 146. See Securities
Exchange Act Release No. 84684 (November 29, 2018), 83 FR 62936
(December 6, 2018) (SR-NASDAQ-2018-098). See also the CME Group,
Inc.'s Time and Sale report. https://www.cmegroup.com/trading/about-
time-sales.html#:~:text=CME%20Globex%20Options)-,
CME%20Group's%20Time%20% 26%20Sales%20report%20provides%20the%
20price%20and%20time,calendar%20date)%20of%20the%20transaction.&text=
A%20zero%20volume%20represents%20an%20indicative%20price.,-
The%20Indicator%20column.
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    Proposed Exchange Rule 531(a) would provide that the Report is a
daily report that provides a Member (``Recipient Member'') with its
liquidity response

time details for executions of an order resting on the Book, where that
Recipient Member attempted to execute against such resting order within
a certain timeframe.
Report Content
    Paragraph (a)(1) of Rule 531 would describe the content of the
Report and delineate which information would be provided regarding the
resting order,\7\ the response that successfully executed against the
resting order, and the response submitted by the Recipient Member that
missed executing against the resting order. It is important to note
that the content of the Report will be specific to the Recipient Member
and the Report will not include any information related to any Member
other than the Recipient Member. The Exchange will restrict all other
market participants, including the Recipient Member, from receiving
another market participant's data.
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    \7\ Only displayed orders will be included in the Report. The
Exchange notes that it does not currently offer any non-displayed
orders types on its options trading platform.
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    Resting Order Information. Rule 531(a)(1)(i) would provide that the
following information would be included in the Report regarding the
resting order: (A) the time the resting order was received by the
Exchange; \8\ (B) symbol; \9\ (C) order reference number, which is a
unique reference number assigned to a new order at the time of receipt;
\10\ (D) whether the Recipient Member is an Affiliate \11\ of the
Member that entered the resting order; \12\ (E) origin type (e.g.,
Priority Customer,\13\ Market Maker \14\); (F) side (buy or sell); \15\
and (G) displayed price and size of the resting order.\16\
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    \8\ This information is also included in the NASDAQ report. See
Nasdaq Approval Order at note 12, supra note 6. The time the
Exchange received the resting order would be in nanoseconds and is
the time the resting order was received by the Exchange's System.
    \9\ This information is also included in the NASDAQ report. See
id.
    \10\ This information is also included in the NASDAQ report. See
id.
    \11\ The term ``affiliate'' of or person ``affiliated with''
another person means a person who, directly, or indirectly,
controls, is controlled by, or is under common control with, such
other person. See Exchange Rule 100.
    \12\ The Report will simply indicate whether the Recipient
Member is Affiliate of the Member that entered the resting order and
not include any other information that may indicate the identity of
the Member that entered the resting order.
    \13\ The term ``Priority Customer'' means a person or entity
that (i) is not a broker or dealer in securities, and (ii) does not
place more than 390 orders in listed options per day on average
during a calendar month for its own beneficial account(s). The
number of orders shall be counted in accordance with Interpretation
and Policy .01 to Exchange Rule 100. See Exchange Rule 100.
    \14\ The term ``Market Maker'' refers to ``Lead Market Makers'',
``Primary Lead Market Makers'' and ``Registered Market Makers''
collectively. See Exchange Rule 100.
    \15\ This information is also included in the NASDAQ report. See
Nasdaq Approval Order at note 12, supra note 6.
    \16\ This information is also included in the NASDAQ Report. See
id. The Exchange notes that the displayed price and size are also
disseminated via the Exchange's proprietary data feeds and the
Options Price Reporting Authority (``OPRA''). The Exchange also
notes that the displayed price of the resting order may be different
than the ultimate execution price. This may occur when a resting
order is displayed and ranked at different prices upon entry to
avoid a locked or crossed market.
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    Execution Information. Rule 531(a)(1)(ii) would provide that the
following information would be included in the Report regarding the
execution of the resting order: (A) the EBBO \17\ at the time of
execution; \18\ (B) the ABBO \19\ at the time of execution; \20\ (C)
the time first response that executes against the resting order was
received by the Exchange and the size of the execution and type of the
response; \21\ (D) the time difference between the time the resting
order was received by the Exchange and the time the first response that
executes against the resting order was received by the Exchange; \22\
and (E) whether the response was entered by the Recipient Member. If
the resting order executes against multiple contra-side responses, only
the EBBO and ABBO at the time of the execution against the first
response will be included.
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    \17\ The term ``EBBO'' means the best bid or offer on the
Exchange. See Exchange Rule 100.
    \18\ Exchange Rule 531(a)(1)(ii)(B) would further provide that
if the resting order executes against multiple contra-side
responses, only the EBBO [sic] at the time of the execution against
the first response will be included.
    \19\ The term ``ABBO'' or ``Away Best Bid or Offer'' means the
best bid(s) or offer(s) disseminated by other Eligible Exchanges
(defined in Exchange Rule 1400(g)) and calculated by the Exchange
based on market information received by the Exchange from OPRA. See
Exchange Rule 100.
    \20\ Exchange Rule 531(a)(1)(ii)(A) would further provide that
if the resting order executes against multiple contra-side
responses, only the ABBO [sic] at the time of the execution against
the first response will be included.
    \21\ This information is also included in the NASDAQ report. See
Nasdaq Approval Order at note 12, supra note 6. The time the
Exchange received the response order would be in nanoseconds and
would be the time the response was received by the Exchange's
network, which is before the time the response would be received by
the System.
    \22\ The time difference would be provided in nanoseconds. This
information is also included in the NASDAQ report. See Nasdaq
Approval Order at note 12, supra note 6.
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    Recipient Member's Response Information. Rule 531(a)(1)(iii) would
provide that the following information would be included in the Report
regarding response(s) sent by the Recipient Member: (A) Recipient
Member identifier; (B) the time difference between the time the first
response that executes against the resting order was received by the
Exchange and the time of each response sent by the Recipient Member,
regardless of whether it executed or not; \23\ (C) size and type of
each response submitted by Recipient Member; and (D) response reference
number, which is a unique reference number attached to the response by
the Recipient Member.
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    \23\ This information is also included in the NASDAQ report. See
Nasdaq Approval Order at note 12, supra note 6. For purposes of
calculating this duration of time, the Exchange will use the time
the resting order and the Recipient Member's response(s) is received
by the Exchange's network, both of which would be before the order
and response(s) would be received by the System. This time
difference would be provided in nanoseconds.
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Timeframe for Data Included in Report
    Paragraph (a)(2) of Rule 531 would provide that the Report would
include the data set forth under Rule 531(a)(1) described above for
executions and contra-side responses that occurred within 200
microseconds of the time the resting order was received by the
Exchange.
Scope of Data Included in the Report
    Paragraph (a)(3) of Rule 531 would provide that the Report will
only include trading data related to the Recipient Member and, subject
to the proposed paragraph (4) of Rule 531(a) described below, will not
include any other Member's trading data other than that listed in
paragraphs (1)(i) and (ii) of Exchange Rule 531(a) described above.\24\
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    \24\ The scope of information included in the Report is similar
to the NASDAQ report in that both NASDAQ's report and the proposed
Report do not include information related to the any Member other
than the Recipient Member. See Nasdaq Approval Order at note 13,
supra note 6.
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Historical Data
    Paragraph (a)(4) of Rule 531 would specify that the Report will
contain historical data from the prior trading day and will be
available after the end of the trading day, generally on a T+1 basis.
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with
the Act and the rules and regulations thereunder applicable to the
Exchange and, in particular, the requirements of Section 6(b) of the
Act.\25\ Specifically, the Exchange believes the proposed rule change
is consistent with the Section 6(b)(5) \26\ requirements that the rules
of an exchange be designed to prevent

fraudulent and manipulative acts and practices, to promote just and
equitable principles of trade, to foster cooperation and coordination
with persons engaged in regulating, clearing, settling, processing
information with respect to, and facilitating transactions in
securities, to remove impediments to and perfect the mechanism of a
free and open market and a national market system, and, in general, to
protect investors and the public interest. This proposal is in keeping
with those principles in that it promotes increased transparency
through the dissemination of the optional Report to those interested in
subscribing to receive the data. Additionally, the Exchange believes
the proposed rule change is consistent with the Section 6(b)(5) \27\
requirement that the rules of an exchange not be designed to permit
unfair discrimination between customers, issuers, brokers, or dealers.
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    \25\ 15 U.S.C. 78f(b).
    \26\ 15 U.S.C. 78f(b)(5).
    \27\ Id.
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    The Exchange believes the proposed Report will serve to promote
just and equitable principles of trade, remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general protect investors and the public interest
because it will benefit investors by facilitating their prompt access
to the value added information that is included in the proposed Report.
The Report will allow Members to access information regarding their
trading activity that they may utilize to evaluate their own trading
behavior and order interactions.
    The proposed Report is designed for Members that are interested in
gaining insight into latency in connection with orders that failed to
execute against an order resting on the Exchange's Book by providing
those Members data to analyze by how much time their order may have
missed an execution against a contra-side order resting on the Book.
The Exchange believes that providing this optional latency data to
interested Members is consistent with facilitating transactions in
securities, removing impediments to and perfecting the mechanism of a
free and open market and a national market system, and, in general,
protecting investors and the public interest because it provides
greater visibility into the latency of Members' incoming orders.
Members may use this data to optimize their models and trading patterns
in an effort to yield better execution results by calculating by how
much time their order may have missed an execution.
    The Report generally contains three buckets of information. The
first two buckets include information about the resting order and the
execution of the resting order. This information is generally available
from other public sources, such as OPRA and the Exchange's proprietary
data feeds, or is similar to information included in a report offered
by another exchange. For example, OPRA provides bids, offers, and
consolidated last sale and quotation information for options trading on
all national securities exchanges, including the Exchange. In addition,
the Exchange offers the Top of Market (``ToM'') feed which provides
real-time quote and last sale information for all displayed orders on
the Book.\28\
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    \28\ See Securities Exchange Release 79913 (February 1, 2017),
82 FR 9617 (February 7, 2017) (Notice of Filing and Immediate
Effectiveness of a Proposed Rule Change to Establish the MIAX PEARL
Top of Market (``ToM'') and MIAX PEARL Liquidity Feed (``PLF'') Data
Products).
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    Specifically, the first bucket of information contained in the
Report for the resting order includes the time the resting order was
received by the Exchange, the symbol, unique reference number assigned
at the time of receipt, side (buy or sell), and the displayed price and
size of the resting order. Each of these data points are also included
in the report of another exchange that was previously approved by the
Commission.\29\ Further, the symbol, origin type, side (buy or sell),
and displayed price and size are also available either via OPRA or the
Exchange's proprietary data feeds. The first bucket of information also
indicates whether the Recipient Member is an Affiliate of the Member
that entered the resting order. This data field will not indicate the
identity of the Member that entered the resting order and would simply
allow the Recipient Member to better understand the scenarios in which
it may execute against the orders of its Affiliates.\30\
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    \29\ This information is also included in the NASDAQ report. See
Nasdaq Approval Order at note 12, supra note 6.
    \30\ The Exchange's surveils to monitor for abhorrent behavior
related to internalized trades and identify potential wash sales.
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    The second bucket of information contained in the Report regards
the execution of the resting order and includes the EBBO and ABBO at
the time of execution. These data points are also available either via
OPRA or the Exchange's proprietary data feeds. The second bucket of
information will also indicate whether the response was entered by the
Recipient Member. This data point is simply provided as a convenience.
If not entered by the Recipient Member, this data point will be left
blank so as not to include any identifying information about other
Member activity. The second bucket of information also includes the
size, time and type of first response that executes against the resting
order; as well as the time difference between the time the resting
order and first response that executes against the resting order are
received by the Exchange. These data points would assist the Recipient
Member in analyzing by how much time their order may have missed an
execution against a contra-side order resting on the Book. These data
points are also included in the report of another exchange that was
previously approved by the Commission.\31\
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    \31\ This information is also included in the NASDAQ report. See
Nasdaq Approval Order at note 12, supra note 6.
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    The third bucket of information is about the Recipient Member's
response(s) and the time their response(s) is received by the Exchange.
This includes the time difference between the time the first response
that executes against the resting order was received by the Exchange
and the time of each response sent by the Recipient Member, regardless
of whether it executed or not. As above, this data point would assist
the Recipient Member in analyzing by how much time their order may have
missed an execution against a contra-side order resting on the Book.
This data point is also included in the report of another exchange that
was previously approved by the Commission.\32\ This bucket would also
include the size and type of each response submitted by the Recipient
Member, the Recipient Member identifier, and a response reference
number which is selected by the Recipient Member. Each of these data
point are unique to the Recipient Member and should already be known by
Recipient Member even if not included in the Report.
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    \32\ This information is also included in the NASDAQ report. See
Nasdaq Approval Order at note 12, supra note 6.
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    As mentioned above, at least one other exchange currently offers a
similar trading related report that has been reviewed and approved by
the Commission. Specifically, NASDAQ provides the Missed Opportunity--
Latency report as part of its NASDAQ Trader Insights offering.\33\
NASDAQ's Missed Opportunity--Latency report, like the proposed Report,
identifies by how much time a marketable order missed executing against
a resting order, similar to the third bucket of information provided in
the Report and described above. Both the proposed Report and NASDAQ's
Missed Opportunity--Latency report are both

provided on a T+1 basis and include data specific to one Member, and
only that Member would receive the report.\34\ In addition, both the
proposed Report and NASDAQ's Missed Opportunity--Latency report are
intended to provide the Recipient Member with the time duration by
which the order entered by the Recipient Member missed an execution.
Both the Exchange and NASDAQ restrict all other market participants,
including the Recipient Member, from receiving another market
participant's data. As described above throughout the proposal, the
proposed Report and NASDAQ's Missed Opportunity--Latency report both
include the following information:
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    \33\ See NASDAQ Approval Order supra note 6.
    \34\ Id.

 The time a resting order was received by the Exchange
 Symbol
 Order reference number (unique reference number assigned to a
new order at the time of receipt)
 Side (buy or sell)
 Displayed price and size of the resting order
 Time first response that executes against the resting order
was received by the Exchange and the size of the execution and type of
the response
 Time difference between the time the resting order was
received by the Exchange and the time the first response that executes
against the resting order was received by the Exchange
 Time difference between the time the first response that
executes against the resting order was received by the Exchange and the
time of each response sent by the Recipient Member, regardless of
whether it executed or not

    The proposed Report includes that following information that is not
included in NASDAQ's Missed Opportunity--Latency report:
 Whether the Recipient Member is an Affiliate of the Member
that entered the resting order.
 Origin type (e.g., Priority Customer, Market Maker). This
difference is immaterial as this data point is being provided as a
convenience and this data point is also available either via OPRA or
the Exchange's proprietary data feeds.
 EBBO at the time of the execution. This difference is
immaterial as this data point is being provided as a convenience and
this data point is also available either via OPRA or the Exchange's
proprietary data feeds.
 ABBO at the time of the execution. This difference is
immaterial as this data point is being provided as a convenience and
this data point is also available either via OPRA or the Exchange's
proprietary data feeds.
 Whether response was entered by the Recipient Member. As
stated above, this data point is simply provided as a convenience to
the Recipient Member. If not entered by the Recipient Member, this data
point will be left blank so as not to include any identifying
information about other Member activity.
 Recipient Member identifier. This difference is not material
because this data point is being provided as a convenience would [sic]
be known to the Recipient Member even if not included in the Report.
 Size and type of each response submitted by the Recipient
Member. This difference is not material because this data point is
being provided as a convenience would [sic] be known to the Recipient
Member even if not included in the Report.
 Response reference number. The Exchange believe [sic] this is
not a material difference since it this [sic] is a unique reference
number not assigned by the Exchange, but rather attached to response
[sic] by the Recipient Member themselves and would be known to the
Recipient Member even if not included in the Report.
    As illustrated above, the proposed Report and NASDAQ's Missed
Opportunity--Latency Report is substantially similar and includes a
number of the same data elements designed to assist Members in better
understanding their trading activity on the Exchange and augment their
trading strategies to improve their execution opportunities. Each of
these above differences are immaterial because the data point is
available via another source and is being provided as a convenience to
the Recipient Member when analyzing the Report and intended to make the
Report more comprehensive and easier to understand.
    One additional difference between the proposed Report and NASDAQ's
Missed Opportunity--Latency report is unrelated to the content of the
Report, but is related to the type of security the report covers. The
proposed Report would cover options trading on the Exchange while
NASDAQ's Missed Opportunity--Latency report covers equity securities.
The Exchange believes this difference is of no consequence as both
reports are intended to serve the same purpose--providing firms with an
opportunity to learn more about when they may have better opportunities
to access liquidity and to receive better execution rates. The
infrastructure by which a market participant seek to access displayed
liquidity on either an equity or options exchange is similar. Liquidity
seeking orders on both equity and options exchanges would access the
exchanges' systems in similar manners through the use of ports and
gateways. Both reports provide data regarding attempts to access
liquidity and both reports would be of no value to market participants
seeking to access liquidity in dark pools or other off-exchange venues
that are present in the equities market that do not provide for
displayed orders. Such off exchange venues are not present in the
options markets. The value of such a report is only present in the
displayed markets for both options and equities trading and, therefore,
the Exchange believes the proposed Report presents the same utility and
benefits in the options market as the NASDAQ report does today for
equities.
    In approving NASDAQ's Missed Opportunity--Latency report, the
Commission noted that the report ``would increase transparency,
particularly for Members who may not have the expertise to generate the
same information.'' \35\ For the reasons stated above, the Exchange
believes this statement is true regardless of whether the Recipient
Member trades equities or options. The Exchange's proposed Report would
achieve the same goal for Members seeking to better understand the
efficacy of their incoming orders. Further, the proposed Report
promotes just and equitable principles of trade because, like NASDAQ's
report, it will increase transparency and democratize information so
that all firms may elect to subscribe to the Report even though some
firms may not have the appropriate resources to generate a similar
report themselves.
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    \35\ See Securities Exchange Act Release No. 78886 (September
20, 2016), 81 FR 66113, 66114 (September 26, 2016).
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    The Exchange proposes to provide the Report on a voluntary basis
and no Member will be required to subscribe to the Report. The Exchange
notes that there is no rule or regulation that requires the Exchange to
produce, or that a Member elect to receive, the Report. It is entirely
a business decision of each Member to subscribe to the Report. The
Exchange proposes to offer the Report as a convenience to Members to
provide them with additional information regarding trading activity on
the Exchange on a delayed basis after the close of regular trading
hours. A Member that chooses to subscribe to the Report may discontinue
receiving the

Report at any time if that Member determines that the information
contained in the Report is no longer useful.
    In summary, the proposed Report will help to protect a free and
open market by providing additional data (offered on an optional basis)
to the marketplace and by providing investors with greater choices.\36\
Additionally, the proposal would not permit unfair discrimination
because the proposed Report will be available to all Exchange Members.
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    \36\ See Sec. Indus. Fin. Mkts. Ass'n (SIFMA), Initial Decision
Release No. 1015, 2016 SEC LEXIS 2278 (ALJ June 1, 2016) (finding
the existence of vigorous competition with respect to non-core
market data).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act, as amended. The
Exchange believes that the proposed Report will enhance competition
\37\ by providing a new option for receiving market data to Members.
The proposed Report will also further enhance competition between
exchanges by allowing the Exchange to expand its product offerings to
include a report similar to that currently offered by NASDAQ.\38\
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    \37\ Id.
    \38\ See NASDAQ Equity Section 7, Rule 146(a)(2).
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    In this instance, the proposed rule change to offer the optional
Report is in response to Member interest and requests for such
information. The Exchange does not believe the proposed Report will
have an inappropriate burden on intra-market competition between
Recipient Members and other Members who do not receive the Report. As
discussed above, the first two buckets of information included in the
Report contain information about the resting order and the execution of
the resting order, both of which are generally available to Members
that chose not to receive the Report from other public sources, such as
OPRA and the Exchange's proprietary data feeds. The third bucket of
information is about the Recipient Member's response and the time their
response is received by the Exchange, information which the Recipient
Member would be able to obtain without receiving the Report.
Additionally, some Members may already be able to derive a substantial
amount of the same data that is provided by some of the components
based on their own executions and algorithms.
    In sum, if the proposed Report is unattractive to Members, Members
will opt not to receive it. Accordingly, the Exchange does not believe
that the proposed change will impair the ability of Members or
competing order execution venues to maintain their competitive standing
in the financial markets.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

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

    Within 45 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 Exchange consents, the Commission shall: (a) By order approve
or disapprove 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 email to<EMAIL_ADDRESS>Please include
File Number SR-EMERALD-2021-09 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-EMERALD-2021-09. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (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 website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-EMERALD-2021-09, and should be submitted
on or before April 14, 2021.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\39\
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    \39\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2021-05998 Filed 3-23-21; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 81, Number 21 (Tuesday, February 2, 2016)]
[Notices]
[Pages 5433-5434]
[FR Doc No: 2016-01800]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings #2

    Take notice that the Commission received the following electric
corporate filings:

    Docket Numbers: EC16-59-000.
    Applicants: RE Astoria LLC.
    Description: Clarification to January 11, 2016 Application for
Authorization

Under Section 203 of the Federal Power Act and Request for Expedited
Consideration, Confidential Treatment and Waivers of RE Astoria LLC.
    Filed Date: 1/20/16.
    Accession Number: 20160120-5161.
    Comments Due: 5 p.m. ET 2/1/16.

    Take notice that the Commission received the following electric
rate filings:

    Docket Numbers: ER10-2331-054; ER14-630-029; ER10-2319-045; ER10-
2317-045; ER13-1351-027; ER10-2330-052.
    Applicants: J.P. Morgan Ventures Energy Corporation, AlphaGen Power
LLC, BE Alabama LLC, BE CA LLC, Florida Power Development LLC, Utility
Contract Funding, L.L.C.
    Description: Non-Material Change in Status of the J.P. Morgan
Sellers.
    Filed Date: 1/21/16.
    Accession Number: 20160121-5189.
    Comments Due: 5 p.m. ET 2/11/16.

    Docket Numbers: ER12-2448-012.
    Applicants: Chisholm View Wind Project, LLC.
    Description: Notice of Change in Status of Chisholm View Wind
Project, LLC.
    Filed Date: 1/21/16.
    Accession Number: 20160121-5155.
    Comments Due: 5 p.m. ET 2/11/16.

    Docket Numbers: ER16-277-001.
    Applicants: Talen Energy Marketing, LLC.
    Description: Tariff Amendment: Response to FERC Request for
Additional Information to be effective 12/31/9998.
    Filed Date: 1/21/16.
    Accession Number: 20160121-5137.
    Comments Due: 5 p.m. ET 2/11/16.

    Docket Numbers: ER16-620-001.
    Applicants: Safe Harbor Water Power Corporation.
    Description: Tariff Amendment: Amendment to Pending Safe Harbor PPA
eTariff Filing to be effective 12/31/2015.
    Filed Date: 1/21/16.
    Accession Number: 20160121-5180.
    Comments Due: 5 p.m. ET 2/11/16.

    Docket Numbers: ER16-743-000.
    Applicants: ITC Great Plains, LLC.
    Description: Sec.  205(d) Rate Filing: Settlement Agreement to be
effective 1/1/2016.
    Filed Date: 1/19/16.
    Accession Number: 20160119-5235.
    Comments Due: 5 p.m. ET 2/9/16.

    Docket Numbers: ER16-752-000.
    Applicants: Carousel Wind Farm, LLC.
    Description: Amendment to January 20, 2016 Carousel Wind Farm, LLC
submits tariff filing.
    Filed Date: 1/21/16.
    Accession Number: 20160121-5167.
    Comments Due: 5 p.m. ET 2/11/16.

    Docket Numbers: ER16-757-000.
    Applicants: PJM Interconnection, L.L.C.
    Description: Sec.  205(d) Rate Filing: Revisions to OATT re:
Merchant Network Upgrades to be effective 5/1/2016.
    Filed Date: 1/21/16.
    Accession Number: 20160121-5211.
    Comments Due: 5 p.m. ET 2/11/16.

    Docket Numbers: ER16-758-000.
    Applicants: New England Power Company.
    Description: Sec.  205(d) Rate Filing: NEP Sched III-B Integrated
Facilities Provisions Amdts & Notice Waiver Request to be effective 1/
1/2014.
    Filed Date: 1/21/16.
    Accession Number: 20160121-5215.
    Comments Due: 5 p.m. ET 2/11/16.

    The filings are accessible in the Commission's eLibrary system by
clicking on the links or querying the docket number.
    Any person desiring to intervene or protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Regulations (18 CFR 385.211 and 385.214) on or before 5:00
p.m. Eastern time on the specified comment date. Protests may be
considered, but intervention is necessary to become a party to the
proceeding.
    eFiling is encouraged. More detailed information relating to filing
requirements, interventions, protests, service, and qualifying
facilities filings can be found at: http://www.ferc.gov/docs-filing/efiling/filing-req.pdf. For other information, call<PHONE_NUMBER>
(toll free). For TTY, call<PHONE_NUMBER>.

    Dated: January 21, 2016.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2016-01800 Filed 2-1-16; 8:45 am]
 BILLING CODE 6717-01-P


[Federal Register Volume 78, Number 89 (Wednesday, May 8, 2013)]
[Notices]
[Pages 26798-26799]
[FR Doc No: 2013-10881]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

[USCG-2013-0222]

Information Collection Request to Office of Management and Budget

AGENCY: Coast Guard, DHS.

ACTION: Sixty-day notice requesting comments.

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

SUMMARY: In compliance with the Paperwork Reduction Act of 1995, the
U.S. Coast Guard intends to submit an Information Collection Request
(ICR) to the Office of Management and Budget (OMB), Office of
Information and Regulatory Affairs (OIRA), requesting an approval for
the following collection of information: 1625-NEW, U.S. Coast Guard
Non-Appropriated Fund Employment Application. Our ICR describes the
information we seek to collect from the public. Before submitting this
ICR to OIRA, the Coast Guard is inviting comments as described below.

DATES: Comments must reach the Coast Guard on or before July 8, 2013.

ADDRESSES: You may submit comments identified by Coast Guard docket
number [USCG-2013-0222] to the Docket Management Facility (DMF) at the
U.S. Department of Transportation (DOT). To avoid duplicate
submissions, please use only one of the following means:
    (1) Online: http://www.regulations.gov.
    (2) Mail: DMF (M-30), DOT, West Building Ground Floor, Room W12-
140, 1200 New Jersey Avenue SE., Washington, DC 20590-0001.
    (3) Hand delivery: Same as mail address above, between 9 a.m. and 5
p.m., Monday through Friday, except Federal holidays. The telephone
number is<PHONE_NUMBER>.
    (4) Fax:<PHONE_NUMBER>. To ensure your comments are received in a
timely manner, mark the fax, to attention Desk Officer for the Coast
Guard.
    The DMF maintains the public docket for this Notice. Comments and
material received from the public, as well as documents mentioned in
this Notice as being available in the docket, will become part of this
docket and will be available for inspection or copying at room W12-140
on the West Building Ground Floor, 1200 New Jersey Avenue SE.,
Washington, DC, between 9 a.m. and 5 p.m., Monday through Friday,
except Federal holidays. You may also find the docket on the Internet
at http://www.regulations.gov.
    A copy of the ICR is available through the docket on the Internet
at http://www.regulations.gov. Additionally, copies are available from:
Commandant (CG-611), ATTN Paperwork Reduction Act Manager, US Coast
Guard, 2100 2ND ST SW STOP 7101, Washington DC 20593-7101.

FOR FURTHER INFORMATION CONTACT: Mr. Anthony Smith, Office of
Information Management, telephone<PHONE_NUMBER>, or fax<PHONE_NUMBER>,
for questions on these documents. Contact Ms. Barbara Hairson, Program
Manager, Docket Operations,<PHONE_NUMBER>, for questions on the docket.

SUPPLEMENTARY INFORMATION:

Public Participation and Request for Comments

    This Notice relies on the authority of the Paperwork Reduction Act
of 1995; 44 U.S.C. Chapter 35, as amended. An ICR is an application to
OIRA seeking the approval, extension, or renewal of a Coast Guard
collection of information (Collection). The ICR contains information
describing the Collection's purpose, the Collection's likely burden on
the affected public, an explanation of the necessity of the Collection,
and other important information describing the Collection. There is one
ICR for each Collection.
    The Coast Guard invites comments on whether this ICR should be
granted based on the Collection being necessary for the proper
performance of Departmental functions. In particular, the Coast Guard
would appreciate comments addressing: (1) The practical utility of the
Collection; (2) the accuracy of the estimated burden of the Collection;
(3) ways to enhance the quality, utility, and clarity of information
subject to the Collection; and (4) ways to minimize the burden of the
Collection on respondents, including the use of automated collection
techniques or other forms of information technology. In response to
your comments, we may revise this ICR

or decide not to seek an extension of approval for the Collection. We
will consider all comments and material received during the comment
period.
    We encourage you to respond to this request by submitting comments
and related materials. Comments must contain the OMB Control Number of
the ICR and the docket number of this request, [USCG-2013-0222], and
must be received by July 8, 2013. We will post all comments received,
without change, to http://www.regulations.gov. They will include any
personal information you provide. We have an agreement with DOT to use
their DMF. Please see the ``Privacy Act'' paragraph below.
    Submitting comments: If you submit a comment, please include the
docket number [USCG-2013-0222], indicate the specific section of the
document to which each comment applies, providing a reason for each
comment. You may submit your comments and material online (via http://www.regulations.gov), by fax, mail, or hand delivery, but please use
only one of these means. If you submit a comment online via
www.regulations.gov, it will be considered received by the Coast Guard
when you successfully transmit the comment. If you fax, hand deliver,
or mail your comment, it will be considered as having been received by
the Coast Guard when it is received at the DMF. We recommend you
include your name, mailing address, an email address, or other contact
information in the body of your document so that we can contact you if
we have questions regarding your submission.
    You may submit your comments and material by electronic means,
mail, fax, or delivery to the DMF at the address under ADDRESSES; but
please submit them by only one means. To submit your comment online, go
to http://www.regulations.gov, and type ``USCG-2013-0222'' in the
``Keyword'' box. If you submit your comments by mail or delivery,
submit them in an unbound format, no larger than 8-\1/2\ by 11 inches,
suitable for copying and electronic filing. If you submit them by mail
and would like to know that they reached the Facility, please enclose a
stamped, self-addressed postcard or envelope. We will consider all
comments and material received during the comment period and will
address them accordingly.

Viewing Comments and Documents

    To view comments, as well as documents mentioned in this Notice as
being available in the docket, go to http://www.regulations.gov, click
on the ``read comments'' box, which will then become highlighted in
blue. In the ``Keyword'' box insert ``USCG-2013-0222'' and click
``Search.'' Click the ``Open Docket Folder'' in the ``Actions'' column.
You may also visit the DMF in Room W12-140 on the ground floor of the
DOT West Building, 1200 New Jersey Avenue SE., Washington, DC 20590,
between 9 a.m. and 5 p.m., Monday through Friday, except Federal
holidays.

Privacy Act

    Anyone can search the electronic form of comments received in
dockets by the name of the individual submitting the comment (or
signing the comment, if submitted on behalf of an association,
business, labor union, etc.). You may review a Privacy Act statement
regarding Coast Guard public dockets in the January 17, 2008, issue of
the Federal Register (73 FR 3316).

Information Collection Request

    Title: U.S. Coast Guard Non-Appropriated Fund Employment
Application.
    OMB Control Number: 1625-NEW.

SUMMARY: The USCG Non-Appropriated Employment Application form will be
used to collect applicant qualification information associated with
vacancy announcements both online and manually. The manual form will
allow individuals without resumes, computers and/or those with limited
digital literacy equal access to apply for employment opportunities
with the Coast Guard Non-appropriated fund (NAF) workforce and will
fill the gap created by the cancellation of the Optional Application
for Federal Employment, Form OF-612, OMB No. 3206-0219.
    Need: The Optional Application for Federal Employment, Form OF-612,
was cancelled and the information is now collected in USA Jobs. The NAF
personnel system does not utilize USA Jobs because of the high cost and
high turnover rate and thus relied heavily on form OF-612 for
applicants.
    Non-Appropriated Fund (NAF) employment is Federal employment but
does not confer civil service status. The funds used to pay the
salaries of NAF employees are self-generated by the Coast Guard
Exchange and other Coast Guard Non-Appropriated Fund Instrumentalities
(NAFI). Seventy five percent of the 1400 plus NAF positions are low-
paid, entry level positions. According to the U.S. Federal
Communications Commission, 66 million Americans lack the basic digital
skills needed to use a computer and the Internet. This form will allow
electronic and paper submission for employment for applicants without
resumes.
    Forms: CG-1227B.
    Respondents: Public applying for positions with the USCG Non-
appropriated fund workforce.
    Frequency: Per vacancy announcement.
    Burden Estimate: The estimated annual burden is 5540 hours.

    Dated: April 29, 2013.
R. E. Day,
Rear Admiral, U.S. Coast Guard, Assistant Commandant for Command,
Control, Communications, Computers and Information Technology.
[FR Doc. 2013-10881 Filed 5-7-13; 8:45 am]
BILLING CODE 9110-04-P


[Federal Register Volume 83, Number 177 (Wednesday, September 12, 2018)]
[Notices]
[Pages 46223-46225]
[FR Doc No: 2018-19837]

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SECURITIES AND EXCHANGE COMMISSION

Investment Company Act Release No. 33220; 812-14928 Broadstone
Real Estate Access Fund and Broadstone Asset Management, LLC

September 7, 2018.
    Notice of an application under section 6(c) of the Investment
Company Act of 1940 (the ``Act'') for an exemption from sections
18(a)(2), 18(c) and 18(i) of the Act, under sections 6(c) and 23(c)(3)
of the Act for an exemption from rule 23c-3 under the Act, and for an
order pursuant to section 17(d) of the Act and rule 17d-1 under the
Act.

Summary of Application: Applicants request an order to permit certain
registered closed-end management investment companies to issue multiple
classes of shares and to impose asset-based distribution and/or service
fees, early withdrawal charges (``Early Withdrawal Charges''), and
early repurchase fees.

Applicants: Broadstone Real Estate Access Fund (the ``Initial Fund''),
and Broadstone Asset Management, LLC (the ``Adviser'').

Filing Dates: The application was filed on July 11, 2018. Applicants
have agreed to file an amendment during the notice period, the
substance of which is reflected in this notice.

Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicants with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on September 27, 2018, and should be accompanied by proof of
service on the applicants, in the form of an affidavit, or, for
lawyers, a certificate of service. Pursuant to rule 0-5 under the Act,
hearing requests should state the nature of the writer's interest, any
facts bearing upon the desirability of a hearing on the matter, the
reason for the request, and the issues contested. Persons who wish to
be notified of a hearing may request notification by writing to the
Commission's Secretary.

Addresses: Secretary, U.S. Securities and Exchange Commission, 100 F
Street NE, Washington, DC 20549-1090; Applicants: Broadstone Asset
Management, Inc., 800 Clinton Square, Rochester, NY 14604.

For Further Information Contact: Stephan N. Packs, Senior Counsel, at
(202) 551-6853, or David J. Marcinkus, Branch Chief, at<PHONE_NUMBER>
(Division of Investment Management, Chief Counsel's Office).

Supplementary Information: The following is a summary of the
application. The complete application may be obtained via the
Commission's website by searching for the file number, or for an
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling<PHONE_NUMBER>.

Applicants' Representations

    1. The Initial Fund is a newly-formed Delaware statutory trust that
is registered under the Act as a continuously offered, non-diversified,
closed-end management investment company.
    2. The Adviser, a New York limited liability company, is registered
as an investment adviser under the Investment Advisers Act of 1940. The
Adviser serves as investment adviser to the Initial Fund.
    3. The applicants seek an order to permit the Funds (as defined
below) to issue multiple classes of shares, each having its own fee and
expense structure and to impose Early Withdrawal Charges, asset-based
distribution and/or service fees with respect to certain classes.
    4. Applicants request that the order also apply to any
continuously-offered registered closed-end management investment
company, existing now or in the future, for which the Adviser, or any
entity controlling, controlled by, or under common control with the
Adviser, or any successor in interest to any such entity,\1\ acts as
investment adviser and which operates as an interval fund pursuant to
rule 23c-3 under the Act or provides periodic liquidity with respect to
its shares pursuant to rule 13e-4 under the Securities Exchange Act of
1934 (``Exchange Act'') (each, a ``Future Fund'' and together with the
Initial Fund, the ``Funds'').\2\
---------------------------------------------------------------------------

    \1\ A successor in interest is limited to an entity that results
from a reorganization into another jurisdiction or a change in the
type of business organization.
    \2\ Any Fund relying on this relief in the future will do so in
a manner consistent with the terms and conditions of the
application. Applicants represent that each entity presently
intending to rely on the requested relief is listed as an applicant.
---------------------------------------------------------------------------

    5. The Initial Fund intends to make a continuous public offering of
its shares upon a declaration of effectiveness of its registration
statement. Applicants state that additional offerings by any Fund
relying on the order may be on a private placement or public offering
basis. Shares of the Funds are not expected to be listed on any
securities exchange nor quoted on any quotation medium and the Funds do
not expect there to be a secondary trading market for their shares.
    6. If the requested relief is granted, the Initial Fund intends to
continuously offer Class W Shares and Class I Shares, with each class
having its own fee and expense structure. Because of the different
distribution fees, services, and any other class expenses that may be
attributable to the Class W and Class I Shares, the net income
attributable to, and the dividends payable on, each class of shares may
differ from each other.
    7. Applicants state that, from time to time, the Initial Fund may
create additional classes of shares, the terms of which may differ from
Class W and Class I Shares in the following respects: (i) The amount of
fees permitted by different distribution plans or different service fee
arrangements; (ii) voting rights with respect to a distribution plan of
a class; (iii) different class designations; (iv) the impact of any
class expenses directly attributable to a particular class of shares
allocated on a class basis as described in the application; (v) any
differences in dividends and net asset value resulting from differences
in fees under a distribution plan or in class expenses; (vi) any Early
Withdrawal Charge or other sales load structure; and (vii) exchange or
conversion privileges of the classes as permitted under the Act.
    8. Applicants state that the Initial Fund has adopted a fundamental
policy to repurchase a specified percentage of its shares (no less than
5% and no more than 25%) at net asset value on a quarterly basis. Such
repurchase offers will be conducted pursuant to rule 23c-3 under the
Act. Each of the other Funds will likewise adopt fundamental investment
policies in compliance with rule 23c-3 and make quarterly repurchase
offers to its shareholders, or provide periodic liquidity with respect
to its shares pursuant to rule 13e-4 under the Exchange Act.\3\ Any
repurchase offers made by the Funds will be made to all holders of
shares of each such Fund.
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    \3\ Applicants submit that rule 23c-3 and Regulation M under the
Exchange Act permit an interval fund to make repurchase offers to
repurchase its shares while engaging in a continuous offering of its
shares pursuant to Rule 415 under the Securities Act of 1933, as
amended.
---------------------------------------------------------------------------

    9. Applicants represent that any asset-based service and/or
distribution fees for each class of shares of the Funds will comply
with the provisions of FINRA Rule 2341 (``FINRA Sales Charge

Rule'').\4\ Applicants also represent that each Fund will disclose in
its prospectus the fees, expenses and other characteristics of each
class of shares offered for sale by the prospectus, as is required for
open-end multiple class funds under Form N-1A.\5\ As is required for
open-end funds, each Fund will disclose its expenses in shareholder
reports, and describe any arrangements that result in breakpoints in or
elimination of sales loads in its prospectus.\6\ In addition,
applicants will comply with applicable enhanced fee disclosure
requirements for fund of funds, including registered funds of hedge
funds.\7\
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    \4\ Any reference in the application to the FINRA Sales Charge
Rule includes any successor or replacement to the FINRA Sales Charge
Rule.
    \5\ In all respects other than class by class disclosure, each
Fund will comply with the requirements of Form N-2.
    \6\ See Shareholder Reports and Quarterly Portfolio Disclosure
of Registered Management Investment Companies, Investment Company
Act Release No. 26372 (Feb. 27, 2004) (adopting release) (requiring
open-end investment companies to disclose fund expenses in
shareholder reports); and Disclosure of Breakpoint Discounts by
Mutual Funds, Investment Company Act Release No. 26464 (June 7,
2004) (adopting release) (requiring open-end investment companies to
provide prospectus disclosure of certain sales load information).
    \7\ Fund of Funds Investments, Investment Company Act Rel. Nos.
26198 (Oct. 1, 2003) (proposing release) and 27399 (Jun. 20, 2006)
(adopting release). See also Rules 12d1-1, et seq. of the Act.
---------------------------------------------------------------------------

    10. Each of the Funds will comply with any requirements that the
Commission or FINRA may adopt regarding disclosure at the point of sale
and in transaction confirmations about the costs and conflicts of
interest arising out of the distribution of open-end investment company
shares, and regarding prospectus disclosure of sales loads and revenue
sharing arrangements, as if those requirements applied to the Fund. In
addition, each Fund will contractually require that any distributor of
the Fund's shares comply with such requirements in connection with the
distribution of such Fund's shares.
    11. Each Fund will allocate all expenses incurred by it among the
various classes of shares based on the net assets of the Fund
attributable to each class, except that the net asset value and
expenses of each class will reflect the expenses associated with the
distribution plan of that class, service fees, and any other
incremental expenses of that class. Expenses of a Fund allocated to a
particular class of shares will be borne on a pro rata basis by each
outstanding share of that class. Applicants state that each Fund will
comply with the provisions of rule 18f-3 under the Act as if it were an
open-end investment company.
    12. Applicants state that each Fund may impose an Early Withdrawal
Charge on shares submitted for repurchase that have been held less than
a specified period and may waive the Early Withdrawal Charge for
certain categories of shareholders or transactions to be established
from time to time. Applicants state that each Fund will apply the Early
Withdrawal Charge (and any waivers or scheduled variations of the Early
Withdrawal Charge) uniformly to all shareholders in a given class and
consistently with the requirements of rule 22d-1 under the Act as if
the Funds were open-end investment companies.
    13. Applicants state that shares of a Fund may be subject to an
early repurchase fee (``Early Repurchase Fee'') at a rate of no greater
than 2% of the aggregate net asset value of a shareholder's shares
repurchased by the Fund if the interval between the date of purchase of
the shares and the valuation date with respect to the repurchase of
those shares is less than 90 days. Any Early Repurchase Fees will apply
equally to all classes of shares of a Fund, consistent with section 18
of the Act and rule 18f-3 thereunder. To the extent a Fund determines
to waive, impose scheduled variations of, or eliminate any Early
Repurchase Fee, it will do so consistently with the requirements of
rule 22d-1 under the Act as if the Early Repurchase Fee were a
contingent deferred sales load (defined below) and as if the Fund were
an open-end investment company and the Fund's waiver of, scheduled
variation in, or elimination of, any such Early Repurchase Fee will
apply uniformly to all shareholders of the Fund regardless of class.
Applicants state that the Initial Funds do not intend to impose an
Early Repurchase Fee.
    14. Each Fund operating as an interval fund pursuant to rule 23c-3
under the Act may offer its shareholders an exchange feature under
which the shareholders of the Fund may, in connection with the Fund's
periodic repurchase offers, exchange their shares of the Fund for
shares of the same class of (i) registered open-end investment
companies or (ii) other registered closed-end investment companies that
comply with rule 23c-3 under the Act and continuously offer their
shares at net asset value, that are in the Fund's group of investment
companies (collectively, ``Other Funds''). Shares of a Fund operating
pursuant to rule 23c-3 that are exchanged for shares of Other Funds
will be included as part of the amount of the repurchase offer amount
for such Fund as specified in rule 23c-3 under the Act. Any exchange
option will comply with rule 11a-3 under the Act, as if the Fund were
an open-end investment company subject to rule 11a-3. In complying with
rule 11a-3, each Fund will treat an Early Withdrawal Charge as if it
were a contingent deferred sales load.
    Applicants' Legal Analysis:

Multiple Classes of Shares

    1. Section 18(a)(2) of the Act provides that a closed-end
investment company may not issue or sell a senior security that is a
stock unless certain requirements are met. Applicants state that the
creation of multiple classes of shares of the Funds may violate section
18(a)(2) because the Funds may not meet such requirements with respect
to a class of shares that may be a senior security.
    2. Section 18(c) of the Act provides, in relevant part, that a
closed-end investment company may not issue or sell any senior security
if, immediately thereafter, the company has outstanding more than one
class of senior security. Applicants state that the creation of
multiple classes of shares of the Funds may be prohibited by section
18(c), as a class may have priority over another class as to payment of
dividends because shareholders of different classes would pay different
fees and expenses.
    3. Section 18(i) of the Act provides that each share of stock
issued by a registered management investment company will be a voting
stock and have equal voting rights with every other outstanding voting
stock. Applicants state that multiple classes of shares of the Funds
may violate section 18(i) of the Act because each class would be
entitled to exclusive voting rights with respect to matters solely
related to that class.
    4. Section 6(c) of the Act provides that the Commission may exempt
any person, security or transaction or any class or classes of persons,
securities or transactions from any provision of the Act, or from any
rule or regulation under the Act, if and to the extent such exemption
is necessary or appropriate in the public interest and consistent with
the protection of investors and the purposes fairly intended by the
policy and provisions of the Act. Applicants request an exemption under
section 6(c) from sections 18(a)(2), 18(c) and 18(i) to permit the
Funds to issue multiple classes of shares.
    5. Applicants submit that the proposed allocation of expenses
relating to distribution and/or services and voting rights among
multiple classes is equitable and will not discriminate

against any group or class of shareholders. Applicants submit that the
proposed arrangements would permit a Fund to facilitate the
distribution of its shares and provide investors with a broader choice
of shareholder services. Applicants assert that the proposed closed-end
investment company multiple class structure does not raise the concerns
underlying section 18 of the Act to any greater degree than open-end
investment companies' multiple class structures that are permitted by
rule 18f-3 under the Act. Applicants state that each Fund will comply
with the provisions of rule 18f-3 as if it were an open-end investment
company.

Early Withdrawal Charges

    1. Section 23(c) of the Act provides, in relevant part, that no
registered closed-end investment company shall purchase securities of
which it is the issuer, except: (a) On a securities exchange or other
open market; (b) pursuant to tenders, after reasonable opportunity to
submit tenders given to all holders of securities of the class to be
purchased; or (c) under other circumstances as the Commission may
permit by rules and regulations or orders for the protection of
investors.
    2. Rule 23c-3 under the Act permits a registered closed-end
investment company (an ``interval fund'') to make repurchase offers of
between five and twenty-five percent of its outstanding shares at net
asset value at periodic intervals pursuant to a fundamental policy of
the interval fund. Rule 23c-3(b)(1) under the Act permits an interval
fund to deduct from repurchase proceeds only a repurchase fee, not to
exceed two percent of the proceeds, that is paid to the interval fund
and is reasonably intended to compensate the fund for expenses directly
related to the repurchase. A Fund will not impose a repurchase fee on
investors who purchase and tender their shares.
    3. Section 23(c)(3) provides that the Commission may issue an order
that would permit a closed-end investment company to repurchase its
shares in circumstances in which the repurchase is made in a manner or
on a basis that does not unfairly discriminate against any holders of
the class or classes of securities to be purchased.
    4. Applicants request relief under section 6(c), discussed above,
and section 23(c)(3) from rule 23c-3 to the extent necessary for the
Funds to impose Early Withdrawal Charge on shares of the Funds
submitted for repurchase that have been held for less than a specified
period.
    5. Applicants state that the Early Withdrawal Charges they intend
to impose are functionally similar to contingent deferred sales loads
imposed by open-end investment companies under rule 6c-10 under the
Act. Rule 6c-10 permits open-end investment companies to impose
contingent deferred sales loads, subject to certain conditions.
Applicants note that rule 6c-10 is grounded in policy considerations
supporting the employment of contingent deferred sales loads where
there are adequate safeguards for the investor and state that the same
policy considerations support imposition of Early Withdrawal Charges in
the interval fund context. In addition, applicants state that Early
Withdrawal Charges may be necessary for the distributor to recover
distribution costs. Applicants represent that any Early Withdrawal
Charge imposed by the Funds will comply with rule 6c-10 under the Act
as if the rule were applicable to closed-end investment companies. The
Funds will disclose Early Withdrawal Charges in accordance with the
requirements of Form N-1A concerning contingent deferred sales loads.

Asset-Based Distribution and/or Service Fees

    1. Section 17(d) of the Act and rule 17d-1 under the Act prohibit
an affiliated person of a registered investment company, or an
affiliated person of such person, acting as principal, from
participating in or effecting any transaction in connection with any
joint enterprise or joint arrangement in which the investment company
participates unless the Commission issues an order permitting the
transaction. In reviewing applications submitted under section 17(d)
and rule 17d-1, the Commission considers whether the participation of
the investment company in a joint enterprise or joint arrangement is
consistent with the provisions, policies and purposes of the Act, and
the extent to which the participation is on a basis different from or
less advantageous than that of other participants.
    2. Rule 17d-3 under the Act provides an exemption from section
17(d) and rule 17d-1 to permit open-end investment companies to enter
into distribution arrangements pursuant to rule 12b-1 under the Act.
Applicants request an order under section 17(d) and rule 17d-1 under
the Act to the extent necessary to permit the Fund to impose asset-
based distribution and/or service fees. Applicants have agreed to
comply with rules 12b-1 and 17d-3 as if those rules applied to closed-
end investment companies, which they believe will resolve any concerns
that might arise in connection with a Fund financing the distribution
of its shares through asset-based distribution and/or service fees.
    For the reasons stated above, applicants submit that the exemptions
requested under section 6(c) are necessary and appropriate in the
public interest and are consistent with the protection of investors and
the purposes fairly intended by the policy and provisions of the Act.
Applicants further submit that the relief requested pursuant to section
23(c)(3) will be consistent with the protection of investors and will
insure that applicants do not unfairly discriminate against any holders
of the class of securities to be purchased. Finally, applicants state
that the Funds' imposition of asset-based distribution and/or service
fees is consistent with the provisions, policies and purposes of the
Act and does not involve participation on a basis different from or
less advantageous than that of other participants.
    Applicants' Condition:
    Applicants agree that any order granting the requested relief will
be subject to the following condition:
    Each Fund relying on the order will comply with the provisions of
rules 6c-10, 12b-1, 17d-3, 18f-3, 22d-1, and, where applicable, 11a-3
under the Act, as amended from time to time, as if those rules applied
to closed-end management investment companies, and will comply with the
FINRA Sales Charge Rule, as amended from time to time, as if that rule
applied to all closed-end management investment companies.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-19837 Filed 9-11-18; 8:45 am]
 BILLING CODE 8011-01-P


Comment Info: =================

General Comment:Dear Mr. Zeller:

I am writing as an individual consumer to request an extension of the comment period for the Food and Drug Administration's ("FDA") Proposed Rule Deeming Tobacco Products to be Subject to the Federal Food, Drug, and Cosmetic Act, as amended by the Family Smoking and Prevention and Tobacco Control Act (the "Proposed Rule") published at 79 Fed. Reg. 23,142 and Federal Register No. 2014-09491. On behalf of myself, I am requesting that the comment period for the Proposed Rule be extended by the FDA for an additional 105 days, from its current 75-day period, to 180 days.

I can't go back to traditional cigarettes. I feel better. I cough less. Smoke is one less thing bothering my allergies. I don't want to go back. It will take time to provide the information that the FDA is requesting. Being a working American with a small amount of free time it will be hard to be able to make a compelling argument within the given time frame. The FDA has had many years to build their proposal so asking for six months isn't unreasonable. Please allow us as citizens of this great country a chance to actually take part in what is going on. This is our only opportunity, as consumers, to provide our feedback.

I realize that the FDA has the authority under 21 CFR 10.40 to extend this time frame and that the FDA has exercised this authority on numerous occasions in the past. I would therefore ask that you do so here, so that all stakeholders have the opportunity to provide their comments on this proposed regulation.

I appreciate your consideration of my request and am happy to discuss this issue with you further.


[Federal Register Volume 83, Number 112 (Monday, June 11, 2018)]
[Proposed Rules]
[Pages 26942-26944]
[FR Doc No: 2018-12499]

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DEPARTMENT OF TRANSPORTATION

Federal Motor Carrier Safety Administration

49 CFR Chapter III

[Docket No. FMCSA-2018-0037]

Federal Motor Carrier Safety Regulations (FMCSRs) Which May Be a
Barrier to the Safe Integration of Automated Driving Systems (ADS) in
Commercial Motor Vehicle (CMV) Operations; Public Meeting

AGENCY: Federal Motor Carrier Safety Administration (FMCSA), DOT.

ACTION: Notice of public listening session.

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SUMMARY: FMCSA announces a public listening session on June 19, 2018,
to solicit information on issues relating to the design, development,
testing, and integration of ADS-equipped CMVs on our Nation's roadways.
The listening session will provide interested parties with an
opportunity to assist the Agency's future rulemaking efforts by sharing
their views on the FMCSRs as they relate to the development and safe
integration of ADS. It will also allow FMCSA to share with stakeholders
the Agency's ADS strategy and open a channel for two-way communication.
This listening session will supplement the information gathered from
FMCSA's previous requests for comment on issues related to automation
by targeting stakeholders from whom they have not previously received
comments, including academia, insurance groups, and technology
providers and developers. Attendees are also encouraged to share any
data or analysis on this topic with Agency representatives.

DATES: The meeting will be held Tuesday, June 19, 2018, from 1:00 p.m.
to 3:00 p.m., Eastern Daylight Time (EDT), at the University of
Michigan's Mcity in Ann Arbor, Michigan. Research Auditorium, 2800
Plymouth Street, Bldg. 10, Ann Arbor, MI 48109.
    Please use the following link to RSVP and find additional
information about this public meeting as it approaches: https://fmcsaads.eventbrite.com/. Information about this listening session can
also be found at: https://www.transportation.gov/AV.

FOR FURTHER INFORMATION CONTACT: Mr. William Cunnane, Program
Specialist, Program Integration Office, Federal Motor Carrier Safety
Administration, U.S. Department of Transportation, 1200 New Jersey
Avenue SE, Washington, DC 20590, email: [email protected].

    Services for Individuals with Disabilities: For information on
facilities or services for individuals with disabilities or to request
special assistance at the meeting, please contact Victoria Waters at
(734) 647-4217 by June 12, 2018.

SUPPLEMENTARY INFORMATION:

I. Background

    FMCSA is responsible for overseeing the safety of CMVs, their
drivers, and those motor carriers operating CMVs in interstate
commerce. The Agency works with Federal, State, and local enforcement
agencies, the motor carrier industry, safety groups, and organized
labor to reduce crashes, injuries, and fatalities involving large
trucks and buses.
    The FMCSRs provide rules to support the safe operation of CMVs, as
defined in 49 CFR 390.5, which includes vehicles with a gross vehicle
weight/gross combination weight or gross vehicle weight rating/gross
combination weight rating, whichever is greater, of 10,001 pounds or
more; passenger-carrying vehicles designed or used to transport nine to
15 passengers for direct compensation; passenger-carrying vehicles
designed or used to transport 16 or more passengers; and any size
vehicle transporting hazardous materials in a quantity requiring
placards.
    On September 12, 2017, the Department published the Automated
Driving Systems (ADS): A Vision for Safety 2.0. (the Voluntary
Guidance), adopting the SAE International (SAE) J3016 standard's
definitions for levels of automation.\1\ The SAE definitions divide
vehicles into levels based on ``who does what, when.'' Generally:
---------------------------------------------------------------------------

    \1\ Publication No. DOT HS 812 442.
---------------------------------------------------------------------------

     SAE Level 0, No Driving Automation; the driver performs
all driving tasks.
     SAE Level 1, Driver Assistance; the vehicle is controlled
by the driver, but some driving assist features may be included in the
vehicle design.
     SAE Level 2, Partial Driving Automation; the vehicle has
combined automated functions, like acceleration and steering, but the
driver must remain engaged with the driving task and monitor the
environment at all times.
     SAE Level 3, Conditional Driving Automation; the driver is
a necessity, but is not required to monitor the environment. The driver
must be ready to take control of the vehicle at all times with notice.
     SAE Level 4, High Driving Automation; the vehicle is
capable of performing all driving functions under certain conditions.
The driver may have the option to control the vehicle.
     SAE Level 5, Full Driving Automation: the vehicle is
capable of performing all driving functions under all conditions.
    Using the SAE levels described above, the Department draws a
distinction between Levels 0-2 and 3-5 based on whether the human
driver or the automated system is primarily responsible for monitoring
the driving environment. For the purposes of this public meeting,
FMCSA's primary focus is SAE Levels 3-5 ADS.
    FMCSA encourages the development of these advanced safety
technologies for use in CMVs. The Agency also recognizes the need to
work with the States and localities to ensure that all testing and use
of these advanced safety systems supports the safe operation and
deployment of ADS-equipped CMVs.

II. FMCSA's 2018 Request for Comments

    On March 28, 2018, FMCSA published ``Request for Comments (RFC)
Concerning Federal Motor Carrier Safety Regulations (FMCSRs) Which May
Be a Barrier to the Safe Testing and Deployment of Automated Driving
Systems-Equipped Commercial Motor Vehicles on Public Roads.'' \2\ The
notice solicited public comments on existing Federal Motor Carrier
Safety Regulations (FMCSRs) that may need to be updated, modified, or
eliminated to facilitate the safe introduction of automated driving
systems (ADS)-equipped commercial motor vehicles (CMVs) onto our
Nation's roadways. The Agency indicated that it had commissioned the
U.S. Department of Transportation's (DOT) John A. Volpe National
Transportation Systems Center (Volpe) to conduct a preliminary review
of the FMCSRs to identify regulations that may relate to the
development, testing, and safe deployment of ADS. The Agency requested
comments on this report in the RFC, including whether any of FMCSA's
current safety regulations presented barriers to innovation and
research related to ADS-equipped CMVs. Further, FMCSA requested
comments on certain FMCSRs likely to be affected as ADS-equipped CMVs
are increasingly integrated into our roadways, including regulations
concerning hours of service and driver fatigue, the use of electronic
devices, roadside inspection, and Commercial Driver's License
requirements.
---------------------------------------------------------------------------

    \2\ Docket No. FMCSA-2018-0037 [March 26, 2018-May 10, 2018].
---------------------------------------------------------------------------

    To further support FMCSA's effort to understand necessary changes
to the FMCSRs, FMCSA requested information from companies and others
engaged in the design, development, testing, and integration of ADS-
equipped CMVs into their fleets. Specifically, the Agency requested
information about: (1) The scenarios and environments in which ADS is
being tested and will soon be integrated into CMVs operating on public
roads or in interstate commerce; (2) the operational design domains
(ODD) in which these systems are being operated, tested, and deployed;
and (3) suggested measures to ensure the protection of any proprietary
or confidential business information shared with the Agency on this
topic.
    The comment period ended on May 10, 2018. Interested parties can
view the comments the Agency received at www.regulations.gov (docket
number FMCSA-2018-0037).
    In the Spring Regulatory and Deregulatory Agenda issued after the
publication of the March 28 RFC notice, FMCSA announced the initiation
of rulemaking concerning ADS-equipped CMVs beginning with an Advance
Notice of Proposed Rulemaking (ANPRM), which is currently scheduled to
be published in December 2018 (``Safe Integration of Automated Driving
Systems-Equipped Commercial Motor Vehicles,'' 2126-AC17).

III. Meeting Participation

    FMCSA hopes to supplement the information gathered from the RFC by
targeting stakeholders from whom they have not previously received many
comments, including academia, insurance groups, and technology
providers and developers. The listening session will provide interested
parties an opportunity to assist the Agency's future rulemaking efforts
by sharing their views on the FMCSRs as they relate to the development
and safe integration of ADS through oral presentations. FMCSA also
hopes to use this listening session as a platform to share the Agency's
ADS strategy with the public. The Agency will provide the public with
all relevant details and the opportunity to register for this meeting
at https://fmcsaads.eventbrite.com/. Information about this listening
session can also be found at: https://www.transportation.gov/AV.
    Oral comments from the public will be heard during the meeting.
Members of the public may also submit written comments to public docket
referenced at the beginning of this notice using any of the following
methods:
     Federal eRulemaking Portal: Go to http://www.regulations.gov. Follow the online instructions for submitting
comments.

     Fax:<PHONE_NUMBER>.
     Mail: Docket Management Facility; U.S. Department of
Transportation, 1200 New Jersey Avenue SE, Room W12-140, Washington, DC
20590.
     Hand Delivery: U.S. Department of Transportation, 1200 New
Jersey Avenue SE, West Building, Room W12-140, Washington, DC, between
9 a.m. and 5 p.m., E.T. Monday through Friday, except Federal holidays.

    Issued on: June 5, 2018.
 Raymond P. Martinez,
 Administrator.
[FR Doc. 2018-12499 Filed 6-8-18; 8:45 am]
 BILLING CODE 4910-EX-P