The benefits to investors of the amendments include the following:
(1) More rapid dissemination of proxy information to shareholders using
the Internet; and (2) reduced printing and mailing costs for issuers,
as well as other soliciting persons engaging in proxy contests. We
expect that the reductions in printing and mailing costs and the
potential decrease in the costs of proxy contests to be the most
significant sources of economic benefit to investors of the amendments.
    In terms of paper processing alone, the benefits of the rule
amendments are limited by the volume of paper processing that would
occur otherwise. As we noted in the proposing release, Automatic Data
Processing, Inc. (ADP) handles the vast majority of proxy mailings to
beneficial owners.\161\ ADP publishes statistics that provide useful
background for evaluating the likely consequences of the rule
amendments. ADP estimates that, during the 2006 proxy season,\162\ over
69.7 million proxy material mailings were eliminated through a variety
of means, including householding and existing electronic delivery
methods. During that season, ADP mailed 85.3 million paper proxy items
to beneficial owners. ADP estimates that the average cost of printing
and mailing a paper copy of a set of proxy materials during the 2006
proxy season was $5.64. We estimate that issuers and other soliciting
persons spent, in the aggregate, $481.2 million in postage and printing
fees alone to distribute paper proxy materials to beneficial
owners.\163\ Approximately 50% of all proxy pieces mailed by ADP in
2005 were mailed during the proxy season.\164\ Therefore, we estimate
that issuers and other persons soliciting proxies from beneficial
owners spent approximately $962.4 million in 2006 in printing and
mailing costs.\165\
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    \161\ We expect savings per mailing to record holders to roughly
correspond to savings per mailing to beneficial owners.
    \162\ According to ADP data, the 2006 proxy season extended from
February 15, 2006 to May 1, 2006.
    \163\ 85.3 million mailings x $5.64/mailing = $481.2 million.
    \164\ According to ADP, in 2005, 90,013,175 of 179,833,774, or
50%, of proxy pieces were mailed during the 2005 proxy season.
    \165\ $481.2 million / 50% = $962.4 million.
---------------------------------------------------------------------------

    Based on the assumption that 19% of shareholders will choose to
have paper copies sent to them when an issuer relies on the notice and
access model, we estimate that the amendments could produce annual
paper-related savings ranging from $48.3 million (if issuers who are
responsible for 10% of all proxy mailings choose to rely on the notice
and access model) to $241.4 million (if issuers who are responsible for
50% of all proxy mailings choose to rely on the notice and access
model).\166\ This estimate excludes the effect of the provision of the
amendments that will allow shareholders to make a permanent request for
paper copies. That provision will enable issuers and other soliciting
persons to take advantage of bulk printing and mailing rates for those
requesting shareholders, and therefore should reduce the on-demand
costs reflected in these calculations.\167\
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    \166\ This range of potential cost savings depends on data on
proxy material production, home printing costs, and first-class
postage rates provided by Lexecon and ADP, and supplemented with
modest 2006 USPS postage rate discounts. The fixed costs of notice
and proxy material production are estimated to be $2.36 per
shareholder. The variable costs of fulfilling a paper requests,
including handling, paper, printing and postage, are estimated to be
$6.11 per copy requested. Assumptions about percentages of
shareholders requesting paper copies are derived from Forrester
survey data furnished by ADP and adjusted for the reported
likelihood that an investor will take extra steps to get proxy
materials. Our estimate of the total number of shareholders is based
on data provided by ADP and SIA. According to SIA's comment letter,
78.49% of shareholders held their shares in street name. We estimate
that the total number of proxy pieces mailed equals the number of
pieces mailed to beneficial shareholders by ADP in 2005 divided by
78.49%, which equals 179,833,774 / 78.49%, or 229,116,797.
    \167\ ADP commissioned a study by Lexecon to provide estimates
for the total net cost/savings of the amendments to issuers.
Lexecon's study relied on 2005 postage rates with no first-class
mail discounts and a higher share of color printing at home than we
assume above. It estimated that if all issuers adopt the notice and
access model, if 9% of shareholders choose to print the materials at
home, and 19% choose to have paper copies sent to them, then the
amendments would produce a net savings of $205 million for issuers
in the aggregate. However, if 20% of shareholders chose to print and
39% chose to request paper copies, the amendments would produce a
net cost of $181 million. See Lexecon comment letter for more
details.
---------------------------------------------------------------------------

    We estimate that approximately 19% of shareholders will request
paper copies. Commenters provided alternate

estimates. For example, Computershare, a large transfer agent,
estimated that less than 10% of shareholders would request paper
copies.\168\ According to a survey conducted by Forrester Research for
ADP, 12% of shareholders report that they would always take extra steps
to get their proxy materials, and as many as 68% of shareholders report
that they would take extra steps to get their proxy materials in paper
at least some of the time. The same survey also finds that 82% of
shareholders report that they look at their proxy materials at least
some of the time. These survey results suggest that shareholders may
review proxy materials even if they do not vote. During the 2005 proxy
season, only 44% of accounts were voted by beneficial owners. Put
differently, 56%, or 84.8 million accounts, did not return requests for
voting instructions. Our estimate that 19% of shareholders will request
paper copies reflects the diverse estimates suggested by the available
data.
---------------------------------------------------------------------------

    \168\ See letter from Computershare.
---------------------------------------------------------------------------

    Although we expect the savings to be significant, the actual paper-
related benefits will be influenced by several factors that we estimate
will become less important over time. First, some issuers and other
soliciting persons will likely not elect to follow the alternative
model. We estimate that issuers who are responsible for between 10% and
50% of all current proxy mailings will adopt the notice and access
model during the first year of implementation of the amendments.
Several commenters noted that some issuers may not be willing to try
the model the first year, but rather will opt to wait and monitor the
experience of other issuers that do try the model. Second, to the
extent that some shareholders request paper copies of the proxy
materials, the benefits of the amendments in terms of savings in
printing and mailing costs will be reduced. Issuers are concerned that
the cost per paper copy would be significantly greater if they have to
mail copies of paper proxy materials to shareholders on an on-demand
basis, rather than mailing the paper copies in bulk. Thus, if a
significant number of shareholders request paper, the savings will be
substantially reduced. Third, after adopting the notice and access
model, issuers may face a high degree of uncertainty about the number
of requests that they may get for paper proxy materials and may
maintain unnecessarily large inventories of paper copies as a
precaution. As issuers gain familiarity with the continued use of paper
materials and as shareholders become more comfortable with receiving
disclosures via the Internet, the number of paper copies are likely to
decline, as will issuers' tendency to print many more copies than
ultimately are requested. This will lead to growth in paper-related
savings from the rule amendments over time.
    Additional benefits will accrue from reductions in the costs of
proxy solicitations by persons other than the issuer. Under the
amendments, persons other than the issuer also can rely on the notice
and access model, but will be able to limit the scope of their proxy
solicitations to shareholders who have not requested paper copies of
the proxy materials. We expect that the flexibility afforded to persons
other than the issuer under the amendments will reduce the cost of
engaging in proxy contests, thereby increasing the effectiveness and
efficiency of proxy contests as a source of discipline in the corporate
governance process.
    The effect of the amendments of lessening the costs associated with
a proxy contest will be limited by the persistence of other costs, even
under the notice and access model. One commenter noted that a large
percentage of the costs of effecting a proxy contest go to legal,
document preparation, and solicitation fees, while a much smaller
percentage of the costs is associated with printing and distribution of
materials.\169\ However, other commenters suggested that the paper-
related cost savings that can be realized from the rule amendments are
substantial enough to change the way many contests are conducted.\170 \
---------------------------------------------------------------------------

    \169\ See letter from ADP.
    \170\ See letters from CALSTRS, Computershare, ISS, and
Swingvote.
---------------------------------------------------------------------------

    Finally, some benefits from the amendments may arise from a
reduction in what may be regarded as the environmental costs of the
proxy solicitation process.\171\ Specifically, proxy solicitation
involves the use of a significant amount of paper and printing ink.
Paper production and distribution can adversely affect the environment,
due to the use of trees, fossil fuels, chemicals such as bleaching
agents, printing ink (which contains toxic metals), and cleanup washes.
To the extent that paper producers internalize these costs and the
costs are reflected in the price of paper and other materials consumed
during the proxy solicitation process, our dollar estimates of the
paper-related benefits reflect the elimination of these adverse
environmental consequences under the amendments.
---------------------------------------------------------------------------

    \171\ See letter from American Forests.
---------------------------------------------------------------------------

D. Costs

    An issuer's decision to use the notice and access model will
introduce several new costs into the process of proxy distribution,
including the following: (1) The cost of preparing, producing, and
sending the Notice to shareholders; (2) the cost of processing
shareholders' requests for copies of the proxy materials and
maintaining their permanent election preferences; and (3) the cost to
shareholders of printing proxy materials at home that would otherwise
be printed by issuers.
    The paper-related savings to issuers and other soliciting persons
discussed under the benefits section above are adjusted for the cost of
printing and sending Notices. If Notices are sent by mail, then the
mailing costs may vary widely among parties. Postage rates likely would
vary from $0.14 to $0.39 per Notice mailed, depending on numerous
factors. In our estimates of the paper-related benefits above, we
assume that each Notice costs a total of $0.42 to print and mail. Based
on data from ADP and SIA, we estimate that issuers and other soliciting
persons process a total of 229,116,797 accounts per year.\172\ The
alternative model also requires minimal added disclosures in the form
of a Notice to shareholders, informing them that the proxy materials
are available at a specified Internet Web site. For purposes of the
PRA, we have presented the extremely conservative estimate that the
preparation and filing costs of the amendments, assuming that all
issuers and other soliciting persons elect to follow the procedures,
will be approximately $2,020,475.\173\ Under the alternate scenario
presented above, these costs could range between $202,048 if 10% of
issuers adopt the model and $1,010,238 if 50% of issuers adopt. The
amendments also require issuers and intermediaries to maintain records
of shareholders who have requested paper and e-mail copies for future
proxy solicitations. We estimate that this cost to issuers and
intermediaries will be approximately

$9,977,500 if all issuers adopt the notice and access model,\174\
$997,500 if 10% of issuers adopt the model, and $4,988,750 if 50% of
issuers adopt the model.
---------------------------------------------------------------------------

    \172\ See http://www.ics.adp.com/release11/public_site/about/stats.html
 stating that ADP handled 179,833,774 in fiscal year 2005

and letter from SIA stating that beneficial accounts represent
78.49% of total accounts.
    \173\ For PRA purposes, we estimate that issuers would spend a
total of $897,975 on outside professionals to prepare this
disclosure. We also estimate that issuers would spend a total of
8,980 hours of issuer personnel time preparing this disclosure. We
estimate the average hourly cost of issuer personnel time to be
$125, resulting in a total cost of $1,122,500 for issuer personnel
time. This results in a total cost of $2,020,475 for all issuers. We
expect that costs for posting the materials on a Web site will be
minimal and are included in this calculation.
    \174\ For PRA purposes, we estimate that issuers and
intermediaries would spend a total of 79,820 hours of issuer and
intermediary personnel time maintaining these records. We estimate
the average hourly cost of issuer and intermediary personnel time to
be $125, resulting in a total cost of $9,977,500 for issuer and
intermediary personnel time.
---------------------------------------------------------------------------

    Issuers who adopt the notice and access model and their
intermediaries will incur additional processing costs. The amendments
will require an intermediary such as a bank, broker-dealer, or other
association to follow the notice and access model if an issuer so
requests. An intermediary that follows the notice and access model will
be required to prepare its own Notice to beneficial owners, along with
instructions on when and how to request paper copies and the Web site
where the beneficial owner can access his or her request for voting
instructions. Since issuers reimburse intermediaries for their
reasonable expenses of forwarding proxy materials and intermediaries
and their agents already have systems to prepare and deliver requests
for voting instructions, we do not expect the intermediaries' role in
sending their Notices to beneficial owners to significantly affect the
costs associated with the rule.
    Under the notice and access model, a beneficial owner must request
a copy of proxy materials from its intermediary rather than from the
issuer. The costs of collecting and processing requests from beneficial
owners may be significant, particularly if the intermediary receives
the requests of beneficial owners associated with many different
issuers that specify different methods of furnishing the proxy. We
expect that these processing costs will be highest in the first year
after adoption but will subsequently decline as intermediaries develop
the necessary systems and procedures and as beneficial owners
increasingly become comfortable with accessing proxy materials online.
In addition, the final rules permit a beneficial owner to specify its
preference on an account-wide basis, which should reduce the cost of
processing requests for copies. These costs are ultimately paid by the
issuer and therefore would be included in an issuer's assessment of
whether to adopt the alternative model.
    Shareholders obtaining proxy materials online would incur any
necessary costs associated with gaining access to the Internet. In
addition, some shareholders may choose to print out the posted
materials, which will entail paper and printing costs. We estimate that
approximately 10% of all shareholders will print out the posted
materials at home at an estimated cost of $7.05 per proxy package.
Based on these assumptions, the amendments are estimated to produce
annual home printing costs ranging from $16 million (if issuers who are
responsible for 10% of all current proxy mailings choose to rely on the
notice and access model) to $80 million (if issuers who are responsible
for 50% of all current proxy mailings choose to rely on the notice and
access model).\175\ Investors have the option to incur no additional
cost by either accessing the proxy materials online or requesting paper
copies of the materials from the issuer.
---------------------------------------------------------------------------

    \175\ This range of potential home printing costs depends on
data provided by Lexecon and ADP. See letter from ADP. The Lexecon
data was included in the ADP comment letter. To calculate home
printing cost, we assume that 50% of annual report pages are printed
in color and 100% of proxy statement pages are printed in black and
white. The estimated percentage of shareholders printing at home is
derived from Forrester survey data furnished by ADP and adjusted for
the reported likelihood that an investor will take extra steps to
get proxy materials. Total number of shareholders estimated as above
based on data provided by ADP and SIA. See letters from ADP and SIA.
---------------------------------------------------------------------------

VII. Consideration of Burden on Competition and Promotion of
Efficiency, Competition and Capital Formation

    Section 23(a)(2) of the Exchange Act \176\ requires us, when
adopting rules under the Exchange Act, to consider the impact that any
new rule would have on competition. In addition, Section 23(a)(2)
prohibits us from adopting any rule that would impose a burden on
competition not necessary or appropriate in furtherance of the purposes
of the Exchange Act. Section 3(f) of the Exchange Act \177\ and Section
2(c) of the Investment Company Act of 1940 \178\ require us, when
engaging in rulemaking that requires us to consider or determine
whether an action is necessary or appropriate in the public interest,
to consider, in addition to the protection of investors, whether the
action will promote efficiency, competition, and capital formation. We
have also discussed other impacts of the amendments in our Cost-
Benefit, Paperwork Reduction Act and Final Regulatory Flexibility Act
Analyses.
---------------------------------------------------------------------------

    \176\ 15 U.S.C. 78w(a)(2).
    \177\ 15 U.S.C. 78c(f).
    \178\ 15 U.S.C. 80a-2(c).
---------------------------------------------------------------------------

    The amendments to the proxy rules are intended to improve
efficiency by providing an alternative for issuers and other soliciting
persons that could reduce the cost of soliciting proxies and sending
information statements regarding shareholder meetings. Currently, many
issuers must devote a significant amount of time and resources to proxy
mailings. Similarly, undertaking a proxy contest is often a very costly
endeavor. We expect that the amendments will reduce the time and
resources related to such distributions. These costs include
reimbursing intermediaries for their part in the process.
    As noted elsewhere in this release, commenters expressed concern
that the amendments might reduce shareholder participation in the proxy
voting process, making issuers more dependent on broker discretionary
voting. Such a result would affect the efficiency of the current proxy
voting process. We have made revisions to the amendments to minimize
such effect, by making it easier for shareholders to continue to
receive paper copies of the proxy materials. Similarly, there was
concern that the amendments would increase the risk of shareholders
conducting frivolous proxy contests. We have also revised the final
rules to minimize this possibility, by eliminating the proposed
conditional solicitation.\179\
---------------------------------------------------------------------------

    \179\ See Section III.C.1 of Release No. 34-52926 (Dec. 8, 2005)
[70 FR 74597].
---------------------------------------------------------------------------

    Some commenters were concerned that the added procedures would
complicate the proxy distribution process, reducing the efficiency of
the process. The final rules are voluntary. No issuer or other
soliciting person is required to rely on the notice and access model.
Those that choose to rely on the model presumably have determined that
the additional procedures that they must follow would reduce their cost
of soliciting proxies, thereby increasing the efficiency of the
process.
    We considered the effects that the amendments would have on capital
formation. The final rules do not directly affect the ability of
issuers to raise capital. However, they are intended to reduce the cost
of soliciting proxies. In addition, they facilitate proxy disclosure
via the Internet, which may improve the manner in which investors
receive those disclosures, thereby improving shareholder relations.
    We considered the possible effects of the amendments on
competition. As noted elsewhere in this release, companies in, and
related to, the financial printing industry were concerned about the
negative effects that the rules may have on that industry. Conversely,
these rules may create alternative industries that promote more user-
friendly, computer-based systems

for interaction with shareholders, thus creating new jobs and
industries in this field.

VIII. Final Regulatory Flexibility Analysis

    This Final Regulatory Flexibility Analysis has been prepared in
accordance with 5 U.S.C. 603. It relates to amendments to the proxy
rules under the Exchange Act that will provide an alternative model for
issuers and other persons soliciting proxies to satisfy certain of
their obligations under the Commission's proxy rules. An Initial
Regulatory Flexibility Analysis (IRFA) was prepared in accordance with
the Regulatory Flexibility Act in conjunction with the proposing
release. The proposing release included, and solicited comment on, the
IRFA.

A. Need for the Amendments

    On December 8, 2005, we proposed amendments to the rules regarding
provision of proxy materials to shareholders.\180\ We are adopting
those amendments, substantially as proposed, but with a few
modifications in response to public comment. Specifically, the
amendments create an alternative notice and access model by which
issuers and other soliciting persons can electronically furnish their
proxy materials to shareholders. The amendments are intended to put
into place processes that will provide shareholders with notice of, and
access to, proxy materials while taking advantage of technological
developments and the growth of the Internet and electronic
communications. Issuers that rely on the amendments may be able to
significantly lower the costs of their proxy solicitations that
ultimately are borne by shareholders. The fact that the amendments also
apply to a soliciting person other than the issuer might help to reduce
the costs of engaging in a proxy contest.
---------------------------------------------------------------------------

    \180\ Release No. 34-52926 (Dec. 8, 2005) [70 FR 74597].
---------------------------------------------------------------------------

    The amendments also have the potential to improve the ability of
shareholders to participate meaningfully in the proxy process by
reducing the cost of undertaking a proxy contest and may increase
management's accountability and responsiveness to shareholders due to
heightened concern about the possibility of a proxy contest. This, in
turn, may enhance the value of shareholders' investments.

B. Significant Issues Raised by Public Comment

    In the proposing release, we requested comment on any aspect of the
Initial Regulatory Flexibility Act Analysis, including the number of
small entities that would be affected by the proposals, and both the
qualitative and quantitative nature of the impact. We did not receive
comment on the number of small entities that would be affected by the
proposals. Also, no commenters noted any difference in the potential
effect of the amendments on small entities as opposed to other
entities.
    One commenter remarked that smaller companies depend more heavily
on broker discretionary voting than larger companies in order to meet
state law quorum requirements.\181\ Although the new rules do not
affect the NYSE's broker discretionary voting rule, that commenter
noted that if the final rules reduce shareholder voting, such smaller
companies would become even more dependent on broker discretionary
voting. As noted elsewhere in this release, we have made revisions to
the amendments to minimize such effect, by making it easier for
shareholders to continue to receive paper copies of the proxy
materials.
---------------------------------------------------------------------------

    \181\ See letter from ABC.
---------------------------------------------------------------------------

C. Small Entities Subject to the Amendments

    Exchange Act Rule 0-;10(a) \182\ defines an issuer to be a ``small
business'' or ``small organization'' for purposes of the Regulatory
Flexibility Act if it had total assets of $5 million or less on the
last day of its most recent fiscal year. We estimate that there are
approximately 2,500 public companies, other than investment companies,
that may be considered small entities.
---------------------------------------------------------------------------

    \182\ 17 CFR 240.0-10(a).
---------------------------------------------------------------------------

    For purposes of the Regulatory Flexibility Act, an investment
company is a small entity if it, together with other investment
companies in the same group of related investment companies, has net
assets of $50 million or less as of the end of its most recent fiscal
year.\183\ Approximately 157 registered investment companies meet this
definition. Moreover, approximately 53 business development companies
may be considered small entities.
---------------------------------------------------------------------------

    \183\ See Rule 0-10 under the Investment Company Act of 1940 [17
CFR 270.0-10].
---------------------------------------------------------------------------

    Paragraph (c)(1) of Rule 0-10 under the Exchange Act \184\ states
that the term ``small business'' or ``small organization,'' when
referring to a broker-dealer, means a broker or dealer that had total
capital (net worth plus subordinated liabilities) of less than $500,000
on the date in the prior fiscal year as of which its audited financial
statements were prepared pursuant to Sec.  240.17a-5(d); and is not
affiliated with any person (other than a natural person) that is not a
small business or small organization. As of 2005, the Commission
estimates that there were approximately 910 broker-dealers that
qualified as small entities as defined above.\185\ Small Business
Administration regulations define ``small entities'' to include banks
and savings associations with total assets of $165 million or
less.\186\ The Commission estimates that the rules will apply to
approximately 9,475 banks, approximately 5,816 of which could be
considered small banks with assets of $165 million or less.
---------------------------------------------------------------------------

    \184\ 17 CFR 240.0-10(c)(1).
    \185\ These numbers are based on a review by the Commission's
Office of Economic Analysis of 2005 Financial and Operational
Combined Uniform Single (FOCUS) Report filings reflecting registered
broker-dealers. This number does not include broker-dealers that are
delinquent in their FOCUS Report filings.
    \186\ 13 CFR 121.201.
---------------------------------------------------------------------------

    No issuer is required to follow the notice and access model.
However, we expect that many issuers will choose to follow the
alternative model because of the substantial cost savings that they may
realize. These issuers likely will include many small entities. Broker-
dealer and bank intermediaries are required to comply with the notice
and access model if an issuer or other soliciting person requests such
intermediaries to follow the alternative model.

D. Reporting, Recordkeeping and Other Compliance Requirements

    If an issuer chooses to follow the model, it will be required to
prepare, file, and furnish a Notice to shareholders. Similarly, upon
request from an issuer or other soliciting person, a broker-dealer or
bank intermediary will be required to prepare and furnish its own
Notice to beneficial owners. These Notices must include factual
information that is readily available to the issuer and intermediary.
An issuer relying on the notice and access model also will be required
to provide copies of the proxy materials to requesting shareholders and
to maintain a Web site on which to post the proxy materials.
Intermediaries will be required to forward copies of the proxy
materials to requesting beneficial owners and to maintain a Web site on
which to post its request for voting instructions. Those Web sites must
be maintained in a manner to ensure that the anonymity of persons
accessing the Web sites is preserved. Finally, issuers and
intermediaries must maintain records regarding which shareholders have
indicated a preference to receive paper

or e-mail copies of the proxy materials in the future.

E. Agency Action To Minimize Effect on Small Entities

    Compliance with the alternative notice and access model is
voluntary for issuers. An issuer that is a small entity, like other
types of entities subject to the proxy rules, need not elect to follow
the alternative model. This flexibility to comply with traditional
methods of distributing proxy materials to shareholders or to comply
with the notice and access model will allow a small entity to choose
the compliance means that will be most cost effective for its
particular situation. It is likely that only the issuers that believe
they will realize cost savings or other benefits as a result of
following the notice and access model will choose to do so.
    Broker-dealer and bank intermediaries that are small entities must
comply with the requirements of the voluntary model upon request from
an issuer or other soliciting person. However, an intermediary is not
required to forward proxy materials to beneficial owners unless the
issuer or other soliciting person provides assurance of reimbursement
of the intermediary's reasonable expenses incurred in connection with
forwarding those materials. Therefore, any costs imposed on
intermediaries by the rules will be borne by the issuer or other
soliciting person, and ultimately shareholders. Exempting broker-
dealers and banks that are small entities would lead to inconsistent
means by which beneficial owners receive their proxy materials, which
we believe would not be appropriate.
    We considered alternatives, such as permitting an intermediary to
merely forward an issuer's Notice rather than preparing its own Notice
and permitting beneficial owners to request copies directly from the
issuer. However, we believe that those alternatives create a high
likelihood of confusion with respect to whether a beneficial owner
would be entitled to execute a proxy card rather than provide voting
instructions to his or her intermediary. To prevent such confusion, we
have decided that such alternatives would not be appropriate.

IX. Statutory Basis and Text of Amendments

    We are adopting the amendments pursuant to Sections 3(b), 10, 13,
14, 15, 23(a), and 36 of the Securities Exchange Act of 1934, as
amended, and Sections 20(a), 30, and 38 of the Investment Company Act
of 1940, as amended.

List of Subjects

17 CFR Parts 240 and 249

    Reporting and recordkeeping requirements, Securities.

17 CFR Part 274

    Investment companies, Reporting and recordkeeping requirements,
Securities.

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

0
1. The general authority citation for part 240 is revised to read as
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i,
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5,
78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4,
80b-11, and 7201 et seq.; and 18 U.S.C. 1350, unless otherwise
noted.
* * * * *

0
2. Amend Sec.  240.14a-2 by:
0
a. Removing the period and adding a semicolon at the end of paragraph
(b)(3)(ii); and
0
b. Revising paragraph (b)(3)(iv).
    The revision reads as follows:

Sec.  240.14a-2  Solicitations to which Sec.  240.14a-3 to Sec.
240.14a-15 apply.

* * * * *
    (b) * * *
    (3) * * *
    (iv) The proxy voting advice is not furnished on behalf of any
person soliciting proxies or on behalf of a participant in an election
subject to the provisions of Sec.  240.14a-12(c); and
* * * * *

0
3. Amend Sec.  240.14a-3 by:
0
a. Revising paragraphs (a), (e)(1)(i), the introductory text of
paragraphs (e)(1)(ii)(A) and (e)(1)(ii)(B)(2), paragraphs
(e)(1)(ii)(B)(2)(ii), (e)(1)(ii)(B)(2)(iii), (e)(1)(ii)(B)(3),
(e)(1)(iii), and (e)(2); and
0
b. Revising the term ``annual report'' to read ``annual report to
security holders'' in paragraph (b)(13).
    The revisions read as follows:

Sec.  240.14a-3  Information to be furnished to security holders.

    (a) No solicitation subject to this regulation shall be made unless
each person solicited is concurrently furnished or has previously been
furnished with:
    (1) A publicly-filed preliminary or definitive written proxy
statement containing the information specified in Schedule 14A (Sec.
240.14a-101);
    (2) A publicly-filed preliminary or definitive proxy statement, in
the form and manner described in Sec.  240.14a-16, containing the
information specified in Schedule 14A (Sec.  240.14a-101); or
    (3) A preliminary or definitive written proxy statement included in
a registration statement filed under the Securities Act of 1933 on Form
S-4 or F-4 (Sec.  239.25 or Sec.  239.34 of this chapter) or Form N-14
(Sec.  239.23 of this chapter) and containing the information specified
in such Form.
* * * * *
    (e)(1)(i) A registrant will be considered to have delivered an
annual report to security holders, proxy statement or Notice of
Internet Availability of Proxy Materials, as described in Sec.
240.14a-16, to all security holders of record who share an address if:
    (A) The registrant delivers one annual report to security holders,
proxy statement or Notice of Internet Availability of Proxy Materials,
as applicable, to the shared address;
    (B) The registrant addresses the annual report to security holders,
proxy statement or Notice of Internet Availability of Proxy Materials,
as applicable, to the security holders as a group (for example, ``ABC
Fund [or Corporation] Security Holders,'' ``Jane Doe and Household,''
``The Smith Family''), to each of the security holders individually
(for example, ``John Doe and Richard Jones'') or to the security
holders in a form to which each of the security holders has consented
in writing;
    Note to paragraph (e)(1)(i)(B): Unless the registrant addresses the
annual report to security holders, proxy statement or Notice of
Internet Availability of Proxy Materials to the security holders as a
group or to each of the security holders individually, it must obtain,
from each security holder to be included in the household group, a
separate affirmative written consent to the specific form of address
the registrant will use.
    (C) The security holders consent, in accordance with paragraph
(e)(1)(ii) of this section, to delivery of one annual report to
security holders or proxy statement, as applicable;
    (D) With respect to delivery of the proxy statement or Notice of
Internet Availability of Proxy Materials, the registrant delivers,
together with or subsequent to delivery of the proxy statement, a
separate proxy card for each security holder at the shared address; and
    (E) The registrant includes an undertaking in the proxy statement
to deliver promptly upon written or oral request a separate copy of the
annual report to security holders, proxy

statement or Notice of Internet Availability of Proxy Materials, as
applicable, to a security holder at a shared address to which a single
copy of the document was delivered.
    (ii) Consent. (A) Affirmative written consent. Each security holder
must affirmatively consent, in writing, to delivery of one annual
report to security holders or proxy statement, as applicable. A
security holder's affirmative written consent will be considered valid
only if the security holder has been informed of:
* * * * *
    (B) * * *
    (2) The registrant has sent the security holder a notice at least
60 days before the registrant begins to rely on this section concerning
delivery of annual reports to security holders, proxy statements or
Notices of Internet Availability of Proxy Materials to that security
holder. The notice must:
* * * * *
    (ii) State that only one annual report to security holders, proxy
statement or Notice of Internet Availability of Proxy Materials, as
applicable, will be delivered to the shared address unless the
registrant receives contrary instructions;
    (iii) Include a toll-free telephone number, or be accompanied by a
reply form that is pre-addressed with postage provided, that the
security holder can use to notify the registrant that the security
holder wishes to receive a separate annual report to security holders,
proxy statement or Notice of Internet Availability of Proxy Materials;
* * * * *
    (3) The registrant has not received the reply form or other
notification indicating that the security holder wishes to continue to
receive an individual copy of the annual report to security holders,
proxy statement or Notice of Internet Availability of Proxy Materials,
as applicable, within 60 days after the registrant sent the notice
required by paragraph (e)(1)(ii)(B)(2) of this section; and
* * * * *
    (iii) Revocation of consent. If a security holder, orally or in
writing, revokes consent to delivery of one annual report to security
holders, proxy statement or Notice of Internet Availability of Proxy
Materials to a shared address, the registrant must begin sending
individual copies to that security holder within 30 days after the
registrant receives revocation of the security holder's consent.
* * * * *
    (2) Notwithstanding paragraphs (a) and (b) of this section, unless
state law requires otherwise, a registrant is not required to send an
annual report to security holders, proxy statement or Notice of
Internet Availability of Proxy Materials to a security holder if:
    (i) An annual report to security holders and a proxy statement, or
a Notice of Internet Availability of Proxy Materials, for two
consecutive annual meetings; or
    (ii) All, and at least two, payments (if sent by first class mail)
of dividends or interest on securities, or dividend reinvestment
confirmations, during a twelve month period, have been mailed to such
security holder's address and have been returned as undeliverable. If
any such security holder delivers or causes to be delivered to the
registrant written notice setting forth his then current address for
security holder communications purposes, the registrant's obligation to
deliver an annual report to security holders, a proxy statement or a
Notice of Internet Availability of Proxy Materials under this section
is reinstated.
* * * * *

Sec.  240.14a-4  [Amended]

0
4. Amend Sec.  240.14a-4 by:
0
a. Removing the authority citation following the section;
0
b. Revising the word ``mailed'' to read ``sent'' in the first sentence
of paragraph (c)(1); and
0
c. Revising the word ``mails'' to read ``sends'' in the last sentence
of paragraph (c)(1).

0
5. Amend Sec.  240.14a-7 by:
0
a. Revising paragraphs (a)(2)(i) and (a)(2)(ii);
0
b. Adding paragraph (a)(2)(iii); and
0
c. In the ``Notes to Sec.  240.14a-7'', revising the numerical
designation ``1.'' to read ``Note 1 to Sec.  240.14a-7'', revising the
numerical designation ``2.'' to read ``Note 2 to Sec.  240.14a-7'' and
adding ``Note 3 to Sec.  240.14a-7''.
    The revisions and additions read as follows:

Sec.  240.14a-7  Obligations of registrants to provide a list of, or
mail soliciting material to, security holders.

* * * * *
    (a) * * *
    (2) * * *
    (i) Send copies of any proxy statement, form of proxy, or other
soliciting material, including a Notice of Internet Availability of
Proxy Materials (as described in Sec.  240.14a-16), furnished by the
security holder to the record holders, including banks, brokers, and
similar entities, designated by the security holder. A sufficient
number of copies must be sent to the banks, brokers, and similar
entities for distribution to all beneficial owners designated by the
security holder. The security holder may designate only record holders
and/or beneficial owners who have not requested paper and/ or e-mail
copies of the proxy statement. If the registrant has received
affirmative written or implied consent to deliver a single proxy
statement to security holders at a shared address in accordance with
the procedures in Sec.  240.14a-3(e)(1), a single copy of the proxy
statement or Notice of Internet Availability of Proxy Materials
furnished by the security holder shall be sent to that address,
provided that if multiple copies of the Notice of Internet Availability
of Proxy Materials are furnished by the security holder for that
address, the registrant shall deliver those copies in a single envelope
to that address. The registrant shall send the security holder material
with reasonable promptness after tender of the material to be sent,
envelopes or other containers therefore, postage or payment for postage
and other reasonable expenses of effecting such distribution. The
registrant shall not be responsible for the content of the material; or
    (ii) Deliver the following information to the requesting security
holder within five business days of receipt of the request:
    (A) A reasonably current list of the names, addresses and security
positions of the record holders, including banks, brokers and similar
entities holding securities in the same class or classes as holders
which have been or are to be solicited on management's behalf, or any
more limited group of such holders designated by the security holder if
available or retrievable under the registrant's or its transfer agent's
security holder data systems;
    (B) The most recent list of names, addresses and security positions
of beneficial owners as specified in Sec.  240.14a-13(b), in the
possession, or which subsequently comes into the possession, of the
registrant;
    (C) The names of security holders at a shared address that have
consented to delivery of a single copy of proxy materials to a shared
address, if the registrant has received written or implied consent in
accordance with Sec.  240.14a-3(e)(1); and
    (D) If the registrant has relied on Sec.  240.14a-16, the names of
security holders who have requested paper copies of the proxy materials
for all meetings and the names of security holders who, as of the date
that the registrant receives the request, have requested paper copies
of the proxy materials only for the meeting to which the solicitation
relates.

    (iii) All security holder list information shall be in the form
requested by the security holder to the extent that such form is
available to the registrant without undue burden or expense. The
registrant shall furnish the security holder with updated record holder
information on a daily basis or, if not available on a daily basis, at
the shortest reasonable intervals; provided, however, the registrant
need not provide beneficial or record holder information more current
than the record date for the meeting or action.
* * * * *
    Notes to Sec.  240.14a-7.
* * * * *
    Note 3 to Sec.  240.14a-7. If the registrant is sending the
requesting security holder's materials under Sec.  240.14a-7 and
receives a request from the security holder to furnish the materials in
the form and manner described in Sec.  240.14a-16, the registrant must
accommodate that request.

0
6. Amend Sec.  240.14a-8 by revising the word ``mail'' to read ``send''
in the last sentence of paragraph (e)(2) and in paragraph (e)(3) and
the word ``mails'' to read ``sends'' in the introductory text of
paragraph (m)(3).

0
7. Amend Sec.  240.14a-12 by revising the term ``annual report'' to
read ``annual report to security holders'' in the heading of paragraph
(c)(1) and the first sentence of paragraph (c)(1).

0
8. Amend Sec.  240.14a-13 by revising the word ``mailing'' to read
``sending'' in paragraph (a)(5) and the word ``mail'' to read ``send''
in Note 2 following paragraph (a) and in paragraph (c), each time it
appears.

0
9. Add Sec.  240.14a-16 to read as follows:

Sec.  240.14a-16  Internet availability of proxy materials.

    (a)(1) A registrant may furnish a proxy statement pursuant to Sec.
240.14a-3(a), or an annual report to security holders pursuant to Sec.
240.14a-3(b), to a security holder by sending the security holder a
Notice of Internet Availability of Proxy Materials, as described in
this section, 40 calendar days or more prior to the security holder
meeting date, or if no meeting is to be held, 40 calendar days or more
prior to the date the votes, consents or authorizations may be used to
effect the corporate action, and complying with all other requirements
of this section.
    (2) If the registrant chooses to provide the proxy statement or
annual report to security holders to beneficial owners pursuant to this
section, it must provide the record holder or respondent bank with all
information listed in paragraph (d) of this section in sufficient time
for the record holder or respondent bank to prepare, print and send a
Notice of Internet Availability of Proxy Materials to beneficial owners
at least 40 calendar days before the meeting date.
    (b)(1) All materials identified in the Notice of Internet
Availability of Proxy Materials must be publicly accessible, free of
charge, at the Web site address specified in the notice on or before
the time that the notice is sent to the security holder and such
materials must remain available on that Web site through the conclusion
of the meeting of security holders.
    (2) All additional soliciting materials sent to security holders or
made public after the Notice of Internet Availability of Proxy
Materials has been sent must be made publicly accessible at the
specified Web site address no later than the day on which such
materials are first sent to security holders or made public.
    (3) The Web site address relied upon for compliance under this
section may not be the address of the Commission's electronic filing
system.
    (4) The registrant must provide security holders with a means to
execute a proxy as of the time the Notice of Internet Availability of
Proxy Materials is first sent to security holders.
    (c) The materials must be presented on the Web site in a format, or
formats, convenient for both reading online and printing on paper.
    (d) The Notice of Internet Availability of Proxy Materials must
contain the following:
    (1) A prominent legend in bold-face type that states:

``Important Notice Regarding the Availability of Proxy Materials for
the Shareholder Meeting To Be Held on [insert meeting date].

    1. This communication presents only an overview of the more
complete proxy materials that are available to you on the Internet.
We encourage you to access and review all of the important
information contained in the proxy materials before voting.
    2. The [proxy statement] [information statement] [annual report
to security holders] [is/are] available at [Insert Web site
address].
    3. If you want to receive a paper or e-mail copy of these
documents, you must request one. There is no charge to you for
requesting a copy. Please make your request for a copy as instructed
below on or before [Insert a date] to facilitate timely delivery.'';

    (2) The date, time, and location of the meeting, or if corporate
action is to be taken by written consent, the earliest date on which
the corporate action may be effected;
    (3) A clear and impartial identification of each separate matter
intended to be acted on and the soliciting person's recommendations
regarding those matters, but no supporting statements;
    (4) A list of the materials being made available at the specified
Web site;
    (5) A toll-free telephone number, an e-mail address, and an
Internet Web site where the security holder can request a copy of the
proxy statement, annual report to security holders, and form of proxy,
relating to all of the registrant's future security holder meetings and
for the particular meeting to which the proxy materials being furnished
relate;
    (6) Any control/identification numbers that the security holder
needs to access his or her form of proxy;
    (7) Instructions on how to access the form of proxy, provided that
such instructions do not enable a security holder to execute a proxy
without having access to the proxy statement and, if required by Sec.
240.14a-3(b), the annual report to security holders; and
    (8) Information on how to obtain directions to be able to attend
the meeting and vote in person.
    (e)(1) The Notice of Internet Availability of Proxy Materials may
not be incorporated into, or combined with, another document, except
that it may be incorporated into, or combined with, a notice of
security holder meeting required under state law, unless state law
prohibits such incorporation or combination.
    (2) The Notice of Internet Availability of Proxy Materials may
contain only the information required by paragraph (d) of this section
and any additional information required to be included in a notice of
security holders meeting under state law; provided that:
    (i) The registrant must revise the information on the Notice of
Internet Availability of Proxy Materials, including any title to the
document, to reflect the fact that:
    (A) The registrant is conducting a consent solicitation rather than
a proxy solicitation; or
    (B) The registrant is not soliciting proxy or consent authority,
but is furnishing an information statement pursuant to Sec.  240.14c-2;
and
    (ii) The registrant may include a statement on the Notice to
educate security holders that no personal information other than the
identification or control number is necessary to execute a proxy.
    (f)(1) Except as provided in paragraph (h) of this section, the
Notice of Internet Availability of Proxy Materials must be sent
separately from other types of security holder communications and may
not accompany any other

document or materials, including the form of proxy.
    (2) Notwithstanding paragraph (f)(1) of this section, the
registrant may accompany the Notice of Internet Availability of Proxy
Materials with:
    (i) A pre-addressed, postage-paid reply card for requesting a copy
of the proxy materials; and
    (ii) A copy of any notice of security holder meeting required under
state law if that notice is not combined with the Notice of Internet
Availability of Proxy Materials.
    (g) Plain English.
    (1) To enhance the readability of the Notice of Internet
Availability of Proxy Materials, the registrant must use plain English
principles in the organization, language, and design of the notice.
    (2) The registrant must draft the language in the Notice of
Internet Availability of Proxy Materials so that, at a minimum, it
substantially complies with each of the following plain English writing
principles:
    (i) Short sentences;
    (ii) Definite, concrete, everyday words;
    (iii) Active voice;
    (iv) Tabular presentation or bullet lists for complex material,
whenever possible;
    (v) No legal jargon or highly technical business terms; and
    (vi) No multiple negatives.
    (3) In designing the Notice of Internet Availability of Proxy
Materials, the registrant may include pictures, logos, or similar
design elements so long as the design is not misleading and the
required information is clear.
    (h) The registrant may, at its discretion, choose to furnish some
proxy materials pursuant to Sec.  240.14a-3(a)(1) and other proxy
materials pursuant to this section, provided that the registrant may
not send a form of proxy to security holders until 10 calendar days or
more after the date it sent the Notice of Internet Availability of
Proxy Materials to security holders, unless the form of proxy is
accompanied or has been preceded by a copy of the proxy statement and
any annual report to security holders that is required by Sec.
240.14a-3(b) through the same delivery medium. If the registrant sends
a form of proxy after the expiration of such 10-day period and the form
of proxy is not accompanied or preceded by a copy, via the same medium,
of the proxy statement and any annual report to security holders that
is required by Sec.  240.14a-3(b), then the registrant shall accompany
the form of proxy with a Notice of Internet Availability of Proxy
Materials.
    (i) The registrant must file a form of the Notice of Internet
Availability of Proxy Materials with the Commission pursuant to Sec.
240.14a-6(b) no later than the date that the registrant first sends the
notice to security holders.
    (j) Obligation to provide copies.
    (1) The registrant must send, at no cost to the record holder or
respondent bank and by U.S. first class mail or other reasonably prompt
means, a paper copy of the proxy statement, information statement,
annual report to security holders, and form of proxy (to the extent
each of those documents is applicable) to any record holder or
respondent bank requesting such a copy within three business days after
receiving a request for a paper copy.
    (2) The registrant must send, at no cost to the record holder or
respondent bank and via e-mail, an electronic copy of the proxy
statement, information statement, annual report to security holders,
and form of proxy (to the extent each of those documents is applicable)
to any record holder or respondent bank requesting such a copy within
three business days after receiving a request for an electronic copy
via e-mail.
    (3) The registrant is required to provide copies of the proxy
materials pursuant to paragraphs (j)(1) and (j)(2) of this section for
one year after the conclusion of the meeting or corporate action to
which the proxy materials relate.
    (4) The registrant must maintain records of security holder
requests to receive materials in paper or via e-mail for future
solicitations and must continue to provide copies of the materials to a
security holder who has made such a request until the security holder
revokes such request.
    (k) Security holder information.
    (1) A registrant or its agent shall maintain the Internet Web site
on which it posts its proxy materials in a manner that does not
infringe on the anonymity of a person accessing such Web site.
    (2) The registrant and its agents shall not use any e-mail address
obtained from a security holder solely for the purpose of requesting a
copy of proxy materials pursuant to paragraph (j) of this section for
any purpose other than to send a copy of those materials to that
security holder. The registrant shall not disclose such information to
any person other than an employee or agent to the extent necessary to
send a copy of the proxy materials pursuant to paragraph (j) of this
section.
    (l) A person other than the registrant may solicit proxies pursuant
to the conditions imposed on registrants by this section, provided
that:
    (1) A soliciting person other than the registrant is required to
provide copies of its proxy materials only to security holders to whom
it has sent a Notice of Internet Availability of Proxy Materials; and
    (2) A soliciting person other than the registrant must send its
Notice of Internet Availability of Proxy Materials by the later of:
    (i) 40 Calendar days prior to the security holder meeting date or,
if no meeting is to be held, 40 calendar days prior to the date the
votes, consents, or authorizations may be used to effect the corporate
action; or
    (ii) 10 calendar days after the date that the registrant first send
its proxy statement or Notice of Internet Availability of Proxy
Materials to security holders.
    (3) Content of the soliciting person's Notice of Internet
Availability of Proxy Materials.
    (i) If, at the time a soliciting person other than the registrant
sends its Notice of Internet Availability of Proxy Materials, the
soliciting person is not aware of all matters on the registrant's
agenda for the meeting of security holders, the soliciting person's
Notice on Internet Availability of Proxy Materials must provide a clear
and impartial identification of each separate matter on the agenda to
the extent known by the soliciting person at that time. The soliciting
person's notice also must include a clear statement indicating that
there may be additional agenda items of which the soliciting person is
not aware and that the security holder cannot direct a vote for those
items on the soliciting person's proxy card provided at that time.
    (ii) If a soliciting person other than the registrant sends a form
of proxy not containing all matters intended to be acted upon, the
Notice of Internet Availability of Proxy Materials must clearly state
whether execution of the form of proxy will invalidate a security
holder's prior vote on matters not presented on the form of proxy.
    (m) This section shall not apply to a proxy solicitation in
connection with a business combination transaction, as defined in Sec.
230.165 of this chapter.
    (n) This section provides a non-exclusive alternative by which an
issuer or other person may furnish a proxy statement pursuant to Sec.
240.14a-3(a) or an annual report to security holders pursuant to Sec.
240.14a-3(b) to a security holder. This section does not affect the
availability of any other means by which an issuer or other person may
furnish a proxy statement pursuant to Sec.  240.14a-3(a), or an annual
report to

security holders pursuant to Sec.  240.14a-3(b), to a security holder.

0
10. Amend Sec.  240.14a-101 by:
0
a. Revising the term ``annual report'' to read ``annual report on Form
10-K or Form 10-KSB'' in Instruction 1 to paragraph (d)(2)(ii)(L) of
Item 7;
0
b. Revising the word ``mail'' to read ``send'' in Instruction 2 to
paragraph (d)(2)(ii)(L) of Item 7; and
0
c. Revising Item 23.
    The revision reads as follows.

Sec.  240.14a-101  Schedule 14A. Information required in proxy
statement.

* * * * *
    Item 23. Delivery of documents to security holders sharing an
address. If one annual report to security holders, proxy statement, or
Notice of Internet Availability of Proxy Materials is being delivered
to two or more security holders who share an address in accordance with
Sec.  240.14a-3(e)(1), furnish the following information:
    (a) State that only one annual report to security holders, proxy
statement, or Notice of Internet Availability of Proxy Materials, as
applicable, is being delivered to multiple security holders sharing an
address unless the registrant has received contrary instructions from
one or more of the security holders;
    (b) Undertake to deliver promptly upon written or oral request a
separate copy of the annual report to security holders, proxy
statement, or Notice of Internet Availability of Proxy Materials, as
applicable, to a security holder at a shared address to which a single
copy of the documents was delivered and provide instructions as to how
a security holder can notify the registrant that the security holder
wishes to receive a separate copy of an annual report to security
holders, proxy statement, or Notice of Internet Availability of Proxy
Materials, as applicable;
    (c) Provide the phone number and mailing address to which a
security holder can direct a notification to the registrant that the
security holder wishes to receive a separate annual report to security
holders, proxy statement, or Notice of Internet Availability of Proxy
Materials, as applicable, in the future; and
    (d) Provide instructions how security holders sharing an address
can request delivery of a single copy of annual reports to security
holders, proxy statements, or Notices of Internet Availability of Proxy
Materials if they are receiving multiple copies of annual reports to
security holders, proxy statements, or Notices of Internet Availability
of Proxy Materials.

0
11. Amend Sec.  240.14b-1 by:
0
a. Revising paragraphs (b)(2) including the Note and (c)(2)(i);
0
b. Revising the term ``annual reports'' to read ``annual reports to
security holders'' in paragraphs (c)(2)(ii) and (c)(3);
0
c. Revising the term ``annual report'' to read ``annual report to
security holders'' in paragraph (c)(2)(ii);
0
d. Revising the word ``mail'' to read ``send'' in paragraph (c)(2)(ii);
and
0
e. Adding paragraphs (d) and (e).
    The revisions and additions read as follows:

Sec.  240.14b-1  Obligation of registered brokers and dealers in
connection with the prompt forwarding of certain communications to
beneficial owners.

    (b) * * *
    (2) The broker or dealer shall, upon receipt of the proxy, other
proxy soliciting material, information statement, and/or annual report
to security holders from the registrant or other soliciting person,
forward such materials to its customers who are beneficial owners of
the registrant's securities no later than five business days after
receipt of the proxy material, information statement or annual report
to security holders.
    Note to Paragraph (b)(2): At the request of a registrant, or on its
own initiative so long as the registrant does not object, a broker or
dealer may, but is not required to, deliver one annual report to
security holders, proxy statement, information statement, or Notice of
Internet Availability of Proxy Materials to more than one beneficial
owner sharing an address if the requirements set forth in Sec.
240.14a-3(e)(1) (with respect to annual reports to security holders,
proxy statements, and Notices of Internet Availability of Proxy
Materials) and Sec.  240.14c-3(c) (with respect to annual reports to
security holders, information statements, and Notices of Internet
Availability of Proxy Materials) applicable to registrants, with the
exception of Sec.  240.14a-3(e)(1)(i)(E), are satisfied instead by the
broker or dealer.
    (c) * * *
    (2) * * *
    (i) Its obligations under paragraphs (b)(2), (b)(3) and (d) of this
section if the registrant or other soliciting person, as applicable,
does not provide assurance of reimbursement of the broker's or dealer's
reasonable expenses, both direct and indirect, incurred in connection
with performing the obligations imposed by paragraphs (b)(2), (b)(3)
and (d) of this section; or
* * * * *
    (d) Compliance with Sec.  240.14a-16. If a registrant or other
soliciting person informs the broker or dealer that it intends to rely
on Sec.  240.14a-16 to furnish proxy materials to beneficial owners and
provides all of the relevant information listed in Sec.  240.14a-16(d)
to the broker or dealer, the broker or dealer shall:
    (1) Prepare and send a Notice of Internet Availability of Proxy
Materials containing the information required in paragraph (e) of this
section to beneficial owners no later than:
    (i) With respect to a registrant, 40 calendar days prior to the
security holder meeting date or, if no meeting is to be held, 40
calendar days prior to the date the votes, consents, or authorizations
may be used to effect the corporate action; and
    (ii) With respect to a soliciting person other than the registrant,
the later of:
    (A) 40 calendar days prior to the security holder meeting date or,
if no meeting is to be held, 40 calendar days prior to the date the
votes, consents, or authorizations may be used to effect the corporate
action; or
    (B) 10 calendar days after the date that the registrant first sends
its proxy statement or Notice of Internet Availability of Proxy
Materials to security holders.
    (2) Establish a Web site at which beneficial owners are able to
access the broker or dealer's request for voting instructions and, at
the broker or dealer's option, establish a Web site at which beneficial
owners are able to access the proxy statement and other soliciting
materials, provided that such Web sites are maintained in a manner
consistent with paragraphs (b), (c), and (k) of Sec.  240.14a-16;
    (3) Upon receipt of a request from the registrant or other
soliciting person, send to security holders specified by the registrant
or other soliciting person a copy of the request for voting
instructions accompanied by a copy of the intermediary's Notice of
Internet Availability of Proxy Materials 10 calendar days or more after
the broker or dealer sends its Notice of Internet Availability of Proxy
Materials pursuant to paragraph (d)(1); and
    (4) Upon receipt of a request for a copy of the materials from a
beneficial owner:
    (i) Request a copy of the soliciting materials from the registrant
or other soliciting person, in the form requested by the beneficial
owner, within three business days after receiving the beneficial
owner's request;
    (ii) Forward a copy of the soliciting materials to the beneficial
owner, in the form requested by the beneficial owner, within three
business days after

receiving the materials from the registrant or other soliciting person;
and
    (iii) Maintain records of security holder requests to receive a
paper or e-mail copy of the proxy materials in connection with future
proxy solicitations and provide copies of the proxy materials to a
security holder who has made such a request for all securities held in
the account of that security holder until the security holder revokes
such request.
    (e) Content of Notice of Internet Availability of Proxy Materials.
The broker or dealer's Notice of Internet Availability of Proxy
Materials shall:
    (1) Include all information, as it relates to beneficial owners,
required in a registrant's Notice of Internet Availability of Proxy
Materials under Sec.  240.14a-16(d), provided that the broker or dealer
shall provide its own, or its agent's, toll-free telephone number, an
e-mail address, and an Internet Web site to service requests for copies
from beneficial owners;
    (2) Include a brief description, if applicable, of the rules that
permit the broker or dealer to vote the securities if the beneficial
owner does not return his or her voting instructions; and
    (3) Otherwise be prepared and sent in a manner consistent with
paragraphs (e), (f), and (g) of Sec.  240.14a-16.

0
12. Amend Sec.  240.14b-2 by:
0
a. Revising the introductory text of paragraph (b)(3), the Note to
paragraph (b)(3), and paragraph (c)(2)(i);
0
b. Revising the term ``annual reports'' to read ``annual reports to
security holders'' in paragraph (c)(2)(ii) and (c)(4);
0
c. Revising the term ``annual report'' to read ``annual report to
security holders'' in paragraph (c)(2)(ii);
0
d. Revising the word ``mail'' to read ``send'' in paragraph (c)(2)(ii);
and
0
e. Adding paragraphs (d) and (e).
    The additions and revisions read as follows:

Sec.  240.14b-2  Obligation of banks, associations and other entities
that exercise fiduciary powers in connection with the prompt forwarding
of certain communications to beneficial owners.

* * * * *
    (b) * * *
    (3) Upon receipt of the proxy, other proxy soliciting material,
information statement, and/or annual report to security holders from
the registrant or other soliciting person, the bank shall forward such
materials to each beneficial owner on whose behalf it holds securities,
no later than five business days after the date it receives such
material and, where a proxy is solicited, the bank shall forward, with
the other proxy soliciting material and/or the annual report to
security holders, either:
* * * * *
    Note to Paragraph (b)(3): At the request of a registrant, or on its
own initiative so long as the registrant does not object, a bank may,
but is not required to, deliver one annual report to security holders,
proxy statement, information statement, or Notice of Internet
Availability of Proxy Materials to more than one beneficial owner
sharing an address if the requirements set forth in Sec.  240.14a-
3(e)(1) (with respect to annual reports to security holders, proxy
statements, and Notices of Internet Availability of Proxy Materials)
and Sec.  240.14c-3(c) (with respect to annual reports to security
holders, information statements, and Notices of Internet Availability
of Proxy Materials) applicable to registrants, with the exception of
Sec.  240.14a-3(e)(1)(i)(E), are satisfied instead by the bank.
* * * * *
    (c) * * *
    (2) * * *
    (i) Its obligations under paragraphs (b)(2), (b)(3), (b)(4) and (d)
of this section if the registrant or other soliciting person, as
applicable, does not provide assurance of reimbursement of its
reasonable expenses, both direct and indirect, incurred in connection
with performing the obligations imposed by paragraphs (b)(2), (b)(3),
(b)(4) and (d) of this section; or
* * * * *
    (d) Compliance with Sec.  240.14a-16. If a registrant or other
soliciting person informs the bank that it intends to rely on Sec.
240.14a-16 to furnish proxy materials to beneficial owners and provides
all of the relevant information listed in Sec.  240.14a-16(d) to the
bank, the bank shall:
    (1) Prepare and send a Notice of Internet Availability of Proxy
Materials containing the information required in paragraph (e) of this
section to beneficial owners no later than:
    (i) With respect to a registrant, 40 calendar days prior to the
security holder meeting date or, if no meeting is to be held, 40
calendar days prior to the date the votes, consents, or authorizations
may be used to effect the corporate action; and
    (ii) With respect to a soliciting person other than the registrant,
the later of:
    (A) 40 calendar days prior to the security holder meeting date or,
if no meeting is to be held, 40 calendar days prior to the date the
votes, consents, or authorizations may be used to effect the corporate
action; or
    (B) 10 calendar days after the date that the registrant first sends
its proxy statement or Notice of Internet Availability of Proxy
Materials to security holders.
    (2) Establish a Web site at which beneficial owners are able to
access the bank's request for voting instructions and, at the bank's
option, establish a Web site at which beneficial owners are able to
access the proxy statement and other soliciting materials, provided
that such Web sites are maintained in a manner consistent with
paragraphs (b), (c), and (k) of Sec.  240.14a-16;
    (3) Upon receipt of a request from the registrant or other
soliciting person, send to security holders specified by the registrant
or other soliciting person a copy of the request for voting
instructions accompanied by a copy of the intermediary's Notice of
Internet Availability of Proxy Materials 10 days or more after the bank
sends its Notice of Internet Availability of Proxy Materials pursuant
to paragraph (d)(1); and
    (4) Upon receipt of a request for a copy of the materials from a
beneficial owner:
    (i) Request a copy of the soliciting materials from the registrant
or other soliciting person, in the form requested by the beneficial
owner, within three business days after receiving the beneficial
owner's request;
    (ii) Forward a copy of the soliciting materials to the beneficial
owner, in the form requested by the beneficial owner, within three
business days after receiving the materials from the registrant or
other soliciting person; and
    (iii) Maintain records of security holder requests to receive a
paper or e-mail copy of the proxy materials in connection with future
proxy solicitations and provide copies of the proxy materials to a
security holder who has made such a request for all securities held in
the account of that security holder until the security holder revokes
such request.
    (e) Content of Notice of Internet Availability of Proxy Materials.
The bank's Notice of Internet Availability of Proxy Materials shall:
    (1) Include all information, as it relates to beneficial owners,
required in a registrant's Notice of Internet Availability of Proxy
Materials under Sec.  240.14a-16(d), provided that the bank shall
provide its own, or its agent's, toll-free telephone number, e-mail
address, and Internet Web site to service requests for copies from
beneficial owners; and
    (2) Otherwise be prepared and sent in a manner consistent with
paragraphs (e), (f), and (g) of Sec.  240.14a-16.

0
13. Amend Sec.  240.14c-2 by:
0
a. Revising paragraph (a); and

0
b. Adding paragraph (d).
    The revision and addition read as follows:

Sec.  240.14c-2  Distribution of information statement.

    (a)(1) In connection with every annual or other meeting of the
holders of the class of securities registered pursuant to section 12 of
the Act or of a class of securities issued by an investment company
registered under the Investment Company Act of 1940 that has made a
public offering of securities, including the taking of corporate action
by the written authorization or consent of security holders, the
registrant shall transmit to every security holder of the class that is
entitled to vote or give an authorization or consent in regard to any
matter to be acted upon and from whom proxy authorization or consent is
not solicited on behalf of the registrant pursuant to section 14(a) of
the Act:
    (i) A written information statement containing the information
specified in Schedule 14C (Sec.  240.14c-101);
    (ii) A publicly-filed information statement, in the form and manner
described in Sec.  240.14c-3(d), containing the information specified
in Schedule 14C (Sec.  240.14c-101); or
    (iii) A written information statement included in a registration
statement filed under the Securities Act of 1933 on Form S-4 or F-4
(Sec.  239.25 or Sec.  239.34 of this chapter) or Form N-14 (Sec.
239.23 of this chapter) and containing the information specified in
such Form.
    (2) Notwithstanding paragraph (a)(1) of this section:
    (i) In the case of a class of securities in unregistered or bearer
form, such statements need to be transmitted only to those security
holders whose names are known to the registrant; and
    (ii) No such statements need to be transmitted to a security holder
if a registrant would be excused from delivery of an annual report to
security holders or a proxy statement under Sec.  240.14a-3(e)(2) if
such section were applicable.
* * * * *
    (d) A registrant may transmit an information statement to security
holders pursuant to paragraph (a) of this section by satisfying the
requirements set forth in Sec.  240.14a-16; provided, however, that the
registrant may revise the information required in the Notice of
Internet Availability of Proxy Materials to reflect the fact that the
registrant is not soliciting proxies for the meeting. This paragraph
(d) provides a non-exclusive alternative by which a registrant may
transmit an information statement pursuant to paragraph (a) of this
section to a security holder. This paragraph (d) does not affect the
availability of any other means by which a registrant may transmit an
information statement pursuant to paragraph (a) of this section to a
security holder.

0
14. Amend Sec.  240.14c-3 by:
0
a. Removing the authority citation following this section;
0
b. Revising paragraphs (a)(1) and (c); and
0
c. Adding paragraph (d).
    The revisions and addition read as follows:

Sec.  240.14c-3  Annual report to be furnished security holders.

    (a) * * *
    (1) The annual report to security holders shall contain the
information specified in paragraphs (b)(1) through (b)(11) of Sec.
240.14a-3.
* * * * *
    (c) A registrant will be considered to have delivered a Notice of
Internet Availability of Proxy Materials, annual report to security
holders or information statement to security holders of record who
share an address if the requirements set forth in Sec.  240.14a-3(e)(1)
are satisfied with respect to the Notice of Internet Availability of
Proxy Materials, annual report to security holders or information
statement, as applicable.
    (d) A registrant may furnish an annual report to security holders
pursuant to paragraph (a) of this section by satisfying the
requirements set forth in Sec.  240.14a-16. This paragraph (d) provides
a non-exclusive alternative by which a registrant may furnish an annual
report pursuant to paragraph (a) of this section to a security holder.
This paragraph (d) does not affect the availability of any other means
by which a registrant may furnish an annual report pursuant to
paragraph (a) of this section to a security holder.

0
15. Amend Sec.  240.14c-5 by revising the word ``mailed'' to read
``sent'' in the second sentence of the introductory text of paragraph
(a).

0
16. Amend Sec.  240.14c-7 by revising paragraph (a)(5) before the Note
and the word ``mail'' to read ``send'' in Note 2 following paragraph
(a).
    The revision reads as follows:

Sec.  240.14c-7  Providing copies of material for certain beneficial
owners.

    (a) * * *
    (5) Upon the request of any record holder or respondent bank that
is supplied with Notices of Internet Availability of Proxy Materials,
information statements and/or annual reports to security holders
pursuant to paragraph (a)(3) of this section, pay its reasonable
expenses for completing the sending of such material to beneficial
owners.
* * * * *

0
17. Amend Sec.  240.14c-101 by:
0
a. Revising the word ``mailing'' to read ``sending'' in Item 4,
Instruction 1; and
0
b. Revising Item 5.
    The revision reads as follows.

Sec.  240.14c-101  Schedule 14C. Information required in information
statement.

* * * * *
    Item 5. Delivery of documents to security holders sharing an
address. If one annual report to security holders, information
statement, or Notice of Internet Availability of Proxy Materials is
being delivered to two or more security holders who share an address,
furnish the following information in accordance with Sec.  240.14a-
3(e)(1):
    (a) State that only one annual report to security holders,
information statement, or Notice of Internet Availability of Proxy
Materials, as applicable, is being delivered to multiple security
holders sharing an address unless the registrant has received contrary
instructions from one or more of the security holders;
    (b) Undertake to deliver promptly upon written or oral request a
separate copy of the annual report to security holders, information
statement, or Notice of Internet Availability of Proxy Materials, as
applicable, to a security holder at a shared address to which a single
copy of the documents was delivered and provide instructions as to how
a security holder can notify the registrant that the security holder
wishes to receive a separate copy of an annual report to security
holders, information statement, or Notice of Internet Availability of
Proxy Materials, as applicable;
    (c) Provide the phone number and mailing address to which a
security holder can direct a notification to the registrant that the
security holder wishes to receive a separate annual report to security
holders, information statement, or Notice of Internet Availability of
Proxy Materials, as applicable, in the future; and
    (d) Provide instructions how security holders sharing an address
can request delivery of a single copy of annual reports to security
holders, information statements, or Notices of Internet Availability of
Proxy Materials if they are receiving multiple copies of annual reports
to security holders, information statements, or Notices of Internet
Availability of Proxy Materials.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
18. The general authority citation for part 249 is revised to read as
follows:

    Authority: 15 U.S.C. 78a et seq., 7202, 7233, 7241, 7262, 7264,
and 7265; and 18 U.S.C. 1350, unless otherwise noted.
* * * * *

0
19. Amend Item 4 to ``Part II--Other Information'' of Form 10-Q
(referenced in Sec.  249.308a) by revising paragraph (d) to read as
follows:

    Note: The text of Form 10-Q does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 10-Q
* * * * *
Part II--Other Information
* * * * *
Item 4. Submission of Matters to a Vote of Security Holders.
* * * * *
    (d) A description of the terms of any settlement between the
registrant and any other participant (as defined in Instruction 3 to
Item 4 of Schedule 14A (Sec.  240.14a-101)) terminating any
solicitation subject to Sec.  240.14a-12(c), including the cost or
anticipated cost to the registrant.
* * * * *

0
20. Amend Item 4 to ``Part II--Other Information'' of Form 10-QSB
(referenced in Sec.  249.308b) by revising paragraph (d) to read as
follows:

    Note: The text of Form 10-QSB does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 10-QSB
* * * * *
Part II--Other Information
* * * * *
Item 4. Submission of Matters to a Vote of Security Holders.
* * * * *
    (d) A description of the terms of any settlement between the
registrant and any other participant (as defined in Instruction 3 to
Item 4 of Schedule 14A (Sec.  240.14a-101)) terminating any
solicitation subject to Sec.  240.14a-12(c), including the cost or
anticipated cost to the registrant.
* * * * *

0
21. Amend Item 4 to Part I of Form 10-K (referenced in Sec.  249.310)
by revising paragraph (d) to read as follows:

    Note: The text of Form 10-K does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 10-K
* * * * *
Part I
* * * * *
Item 4. Submission of Matters to a Vote of Security Holders.
* * * * *
    (d) A description of the terms of any settlement between the
registrant and any other participant (as defined in Instruction 3 to
Item 4 of Schedule 14A (Sec.  240.14a-101)) terminating any
solicitation subject to Sec.  240.14a-12(c), including the cost or
anticipated cost to the registrant.
* * * * *

0
22. Amend Item 4 to Part I of Form 10-KSB (referenced in Sec.
249.310b) by revising paragraph (d) to read as follows:

    Note: The text of Form 10-KSB does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form 10-KSB
* * * * *
Part I
* * * * *
Item 4. Submission of Matters to a Vote of Security Holders.
* * * * *
    (d) A description of the terms of any settlement between the
registrant and any other participant (as defined in Instruction 3 to
Item 4 of Schedule 14A (Sec.  240.14a-101)) terminating any
solicitation subject to Sec.  240.14a-12(c), including the cost or
anticipated cost to the registrant.
* * * * *

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

0
23. The authority citation for part 274 continues to read, in part, as
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78o(d), 80a-8, 80a-24, 80a-26, and 80a-29, unless otherwise
noted.
* * * * *

0
24. Amend Sub-Item 77C to ``Instructions to Specific Items'' of Form N-
SAR (referenced in Sec. Sec.  249.330 and 274.101) by revising
paragraph (d) to read as follows:

    Note: The text of Form N-SAR does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form N-SAR
* * * * *
Instructions to Specific Items
* * * * *
SUB-ITEM 77C: Submission of matters to a vote of security holders
* * * * *
    (d) Describe the terms of any settlement between the registrant and
any other participant (as defined in Instruction 3 to Item 4 of
Schedule 14A (Sec.  240.14a-101)) terminating any solicitation subject
to Sec.  240.14a-12(c), including the cost or anticipated cost to the
registrant.
* * * * *

    Dated: January 22, 2007.

    By the Commission.
Nancy M. Morris,
Secretary.
[FR Doc. 07-327 Filed 1-26-07; 8:45 am]

BILLING CODE 8011-01-P


[Federal Register Volume 88, Number 238 (Wednesday, December 13, 2023)]
[Notices]
[Page 86331]
[FR Doc No: 2023-27335]

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

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. ER24-563-000]

Crooked Lake Solar II LLC; Supplemental Notice That Initial
Market-Based Rate Filing Includes Request for Blanket Section 204
Authorization

    This is a supplemental notice in the above-referenced proceeding of
Crooked Lake Solar II LLC's application for market-based rate
authority, with an accompanying rate tariff, noting that such
application includes a request for blanket authorization, under 18 CFR
part 34, of future issuances of securities and assumptions of
liability.
    Any person desiring to intervene or to protest should file with the
Federal Energy Regulatory Commission, 888 First Street NE, Washington,
DC 20426, in accordance with Rules 211 and 214 of the Commission's
Rules of Practice and Procedure (18 CFR 385.211 and 385.214). Anyone
filing a motion to intervene or protest must serve a copy of that
document on the Applicant.
    Notice is hereby given that the deadline for filing protests with
regard to the applicant's request for blanket authorization, under 18
CFR part 34, of future issuances of securities and assumptions of
liability, is December 27, 2023.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://www.ferc.gov. To facilitate electronic service, persons with internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically may mail similar pleadings to
the Federal Energy Regulatory Commission, 888 First Street NE,
Washington, DC 20426. Hand delivered submissions in docketed
proceedings should be delivered to Health and Human Services, 12225
Wilkins Avenue, Rockville, Maryland 20852.
    In addition to publishing the full text of this document in the
Federal Register, the Commission provides all interested persons an
opportunity to view and/or print the contents of this document via the
internet through the Commission's Home Page (http://www.ferc.gov) using
the ``eLibrary'' link. Enter the docket number excluding the last three
digits in the docket number field to access the document. At this time,
the Commission has suspended access to the Commission's Public
Reference Room, due to the proclamation declaring a National Emergency
concerning the Novel Coronavirus Disease (COVID-19), issued by the
President on March 13, 2020. For assistance, contact the Federal Energy
Regulatory Commission at [email protected] or call toll-free,
(886) 208-3676 or TTY,<PHONE_NUMBER>.
    The Commission's Office of Public Participation (OPP) supports
meaningful public engagement and participation in Commission
proceedings. OPP can help members of the public, including landowners,
environmental justice communities, Tribal members and others, access
publicly available information and navigate Commission processes. For
public inquiries and assistance with making filings such as
interventions, comments, or requests for rehearing, the public is
encouraged to contact OPP at<PHONE_NUMBER> or [email protected].

    Dated: December 7, 2023.
Kimberly D. Bose,
Secretary.
[FR Doc. 2023-27335 Filed 12-12-23; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 77, Number 122 (Monday, June 25, 2012)]
[Notices]
[Pages 37952-37953]
[FR Doc No: 2012-15444]

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

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

[Summary Notice No. PE-2012-21]

Petition for Exemption; Summary of Petition Received

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice of petition for exemption received.

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

SUMMARY: This notice contains a summary of a petition seeking relief
from specified requirements of 14 CFR. The purpose of this notice is to
improve the public's awareness of, and participation in, this aspect of
FAA's regulatory activities. Neither publication of this notice nor the
inclusion or omission of information in the summary is intended to
affect the legal status of the petition or its final disposition.

DATES: Comments on this petition must identify the petition docket
number involved and must be received on or before July 16, 2012.

ADDRESSES: You may send comments identified by Docket Number FAA-2012-
0158 using any of the following methods:
     Government-wide rulemaking Web site: Go to http://www.regulations.gov and follow the instructions for sending your
comments electronically.
     Mail: Send comments to the Docket Management Facility;
U.S. Department of Transportation, 1200 New Jersey Avenue SE., West
Building Ground Floor, Room W12-140, Washington, DC 20590.
     Fax: Fax comments to the Docket Management Facility at
202-493-2251.
     Hand Delivery: Bring comments to the Docket Management
Facility in Room W12-140 of the West Building Ground Floor at 1200 New
Jersey Avenue SE., Washington, DC, between 9 a.m. and 5 p.m., Monday
through Friday, except Federal holidays.
    Privacy: We will post all comments we receive, without change, to
http://www.regulations.gov, including any personal information you
provide. Using the search function of our docket Web site, anyone can
find and read the comments received into any of our dockets, including
the name of the individual sending the comment (or signing the comment
for an association, business, labor union, etc.). You may review DOT's
complete Privacy Act Statement in the Federal Register published on
April 11, 2000 (65 FR 19477-78).
    Docket: To read background documents or comments received, go to

http://www.regulations.gov at any time or to the Docket Management
Facility in Room W12-140 of the West Building Ground Floor at 1200 New
Jersey Avenue SE., Washington, DC, between 9 a.m. and 5 p.m., Monday
through Friday, except Federal holidays.

FOR FURTHER INFORMATION CONTACT: Tyneka Thomas ARM-105,<PHONE_NUMBER>,
FAA, Office of Rulemaking, 800 Independence Ave. SW., Washington, DC
20591. This notice is published pursuant to 14 CFR 11.85.

    Issued in Washington, DC, on June 14, 2012.
Brenda D. Courtney,
Acting Director, Office of Rulemaking.

Petition for Exemption

    Docket No.: FAA-2012-0158.
    Petitioner: Patient Airlift Services, Inc.
    Section of 14 CFR Affected: 14 CFR 119.1 and 119.21.
    Description of Relief Sought: Patient Airlift Services Inc. (PALS),
is a not-for-profit organization that arranges free air transportation,
for humanitarian and patient transport, using volunteer pilots and
staff members flying donated planes. PALS is seeking an exemption to
the operating requirements for air carriers and/or commercial
operations.

[FR Doc. 2012-15444 Filed 6-22-12; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 76, Number 139 (Wednesday, July 20, 2011)]
[Proposed Rules]
[Page 43230]
[FR Doc No: 2011-18130]

=======================================================================
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ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 55

[EPA-R03-OAR-2011-0140; FRL-9434-6 ]

Outer Continental Shelf Air Regulations Consistency Update for
Virginia

AGENCY: Environmental Protection Agency (EPA).

ACTION: Proposed rule.

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

SUMMARY: EPA proposes to update a portion of the Outer Continental
Shelf (OCS) Air Regulations. Requirements applying to OCS sources
located within 25 miles of States' seaward boundaries must be updated
periodically to remain consistent with the requirements of the
corresponding onshore area (COA), as mandated by section 328(a)(1) of
the Clean Air Act (CAA). The portion of the OCS air regulations that is
being updated pertains to the requirements that would apply to OCS
sources located within 25 miles of the seaward boundary of the
Commonwealth of Virginia. EPA is taking this action as a direct final
rule without prior proposal because the Agency views this as a
noncontroversial action and anticipates no adverse comments. If no
adverse comments are received in response to this action, no further
activity is contemplated. If EPA receives adverse comments, the direct
final rule will be withdrawn and all public comments received will be
addressed in a subsequent final rule based on this proposed rule. EPA
will not institute a second comment period. Any parties interested in
commenting on this action should do so at this time.

DATES: Written comments must be received by August 19, 2011.

ADDRESSES: Submit your comments, identified by Docket ID Number EPA-
R03-OAR-2011-0140 by one of the following methods:
    1. http://www.regulations.gov: Follow the on-line instructions for
submitting comments.
    2. E-mail<EMAIL_ADDRESS>    3. Mail: EPA-R03-OAR-2011-0140, Kathleen Cox, Associate Director,
Office of Permits and Air Toxics, Mailcode 3AP10, U.S. Environmental
Protection Agency, Region III, 1650 Arch Street, Philadelphia,
Pennsylvania 19103.
    4. Hand Delivery or Courier. At the previously-listed EPA Region
III address. Such deliveries are only accepted during the Docket's
normal hours of operation, and special arrangements should be made for
deliveries of boxed information.
    Instructions: Direct your comments to Docket ID No. EPA-R03-OAR-
2011-0140. EPA's policy is that all comments received will be included
in the public docket without change and may be made available online at
http://www.regulations.gov, including any personal information
provided, unless the comment includes information claimed to be
Confidential Business Information (CBI) or other information whose
disclosure is restricted by statute. Do not submit through http://www.regulations.gov, or e-mail, information that you consider to be CBI
or otherwise protected. The http://www.regulations.gov Web site is an
``anonymous access'' system, which means EPA will not know your
identity or contact information unless you provide it in the body of
your comment. If you send an e-mail comment directly to EPA without
going through http://www.regulations.gov, your e-mail address will be
automatically captured and included as part of the comment that is
placed in the public docket and made available on the Internet. If you
submit an electronic comment, EPA recommends that you include your name
and other contact information in the body of your comment and with any
disk or CD-ROM you submit. If EPA cannot read your comment due to
technical difficulties and cannot contact you for clarification, EPA
may not be able to consider your comment. Electronic files should avoid
the use of special characters, any form of encryption, and be free of
any defects or viruses.
    Docket: All documents in the electronic docket are listed in the
http://www.regulations.gov index. Although listed in the index, some
information is not publicly available, i.e., CBI or other information
whose disclosure is restricted by statute. Certain other material, such
as copyrighted material, is not placed on the Internet and will be
publicly available only in hard copy form. Publicly available docket
materials are available either electronically in http://www.regulations.gov or in hard copy at Air Protection Division, U.S.
Environmental Protection Agency, Region III, 1650 Arch Street,
Philadelphia, Pennsylvania 19103.

FOR FURTHER INFORMATION CONTACT: Emlyn V[eacute]lez-Rosa, (215) 814-
2038 or by e-mail at<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: For further information, please see the
information provided in the direct final action, with the same title,
located in the Rules and Regulations section of this Federal Register
publication.

    Dated: June 3, 2011.
W. C. Early,
Acting Regional Administrator, Region III.
[FR Doc. 2011-18130 Filed 7-19-11; 8:45 am]
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[Federal Register: May 10, 2007 (Volume 72, Number 90)]
[Notices]
[Page 26620]
[DOCID:fr10my07-61]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. CP06-416-002]

Northwest Pipeline Corporation; Notice of Compliance Filing

May 4, 2007.
    Take notice that on April 27, 2007, Northwest Pipeline Corporation
(Northwest) tendered for filing as part of its FERC Gas Tariff, Third
Revised Volume No. 1, Substitute Sixteenth Revised Sheet No. 7, to be
effective March 1, 2007.
    Northwest states that copies of the filing were served on parties
on the official service list in the above-captioned proceeding.
    Any person desiring to protest this filing must file in accordance
with Rule 211 of the Commission's Rules of Practice and Procedure (18
CFR 385.211). Protests to this filing will be considered by the
Commission in determining the appropriate action to be taken, but will
not serve to make protestants parties to the proceeding. Such protests
must be filed on or before the date as indicated below. Anyone filing a
protest must serve a copy of that document on all the parties to the
proceeding.
    The Commission encourages electronic submission of protests in lieu
of paper using the ``eFiling'' link at http://www.ferc.gov. Persons

unable to file electronically should submit an original and 14 copies
of the protest to the Federal Energy Regulatory Commission, 888 First
Street, NE., Washington, DC 20426.
    This filing is accessible on-line at http://www.ferc.gov, using the

``eLibrary'' link and is available for review in the Commission's
Public Reference Room in Washington, DC. There is an ``eSubscription''
link on the Web site that enables subscribers to receive e-mail
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For

TTY, call<PHONE_NUMBER>.
    Comment Date: 5 p.m. Eastern Time on May 11, 2007.

Kimberly D. Bose,
Secretary.
[FR Doc. E7-8966 Filed 5-9-07; 8:45 am]

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