[Federal Register Volume 81, Number 111 (Thursday, June 9, 2016)]
[Rules and Regulations]
[Pages 37132-37138]
[FR Doc No: 2016-13328]

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 249

[Release No. 34-77969; File No. S7-09-16]
RIN 3235-AL89

Form 10-K Summary

AGENCY: Securities and Exchange Commission.

ACTION: Interim final rule; request for comment.

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SUMMARY: We are adopting an interim final amendment to implement
Section 72001 of the Fixing America's Surface Transportation (``FAST'')
Act. The interim final amendment provides that a registrant may, at its
option, include a summary in its Form 10-K provided that each item in
the summary includes a cross-reference by hyperlink to the material
contained in the registrant's Form 10-K to which such item relates.

DATES:
    Effective Date: The interim final rule is effective on June 9,
2016.
    Comment Date: Comments should be received on or before July 11,
2016.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/interim-final-temp.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number S7-09-16 on the subject line; or
     Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow the instructions for submitting comments.

Paper Comments

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

All submissions should refer to File Number S7-09-16. This file number
should be included on the subject line if email is used. To help us
process and review your comments more efficiently, please use only one
method. The Commission will post all comments on the Commission's
Internet Web site (http://www.sec.gov/rules/interim-final-temp.shtml).
Comments are also available for Web site viewing and printing in the
Commission's Public Reference Room, 100 F Street NE., Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. All comments received will be posted without change; we do
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly.

FOR FURTHER INFORMATION CONTACT:  N. Sean Harrison, Special Counsel, at
(202) 551-3430, in the Office of Rulemaking, Division of Corporation
Finance, U.S. Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549.

SUPPLEMENTARY INFORMATION: We are adopting an interim final amendment
to Form 10-K \1\ under the Securities Exchange Act of 1934.\2\
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    \1\ 17 CFR 249.310.
    \2\ 15 U.S.C. 78a et seq.
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I. Introduction

    We are adopting an interim final amendment to Form 10-K that
implements Section 72001 of the FAST Act,\3\ which became law on
December 4, 2015. Section 72001 of the FAST Act directs the Commission,
not later than 180 days after the date of enactment, to issue
regulations to permit ``issuers'' \4\ to submit a ``summary page'' \5\
on Form 10-K, but only if each item on such summary page includes a
cross-reference (by electronic link or otherwise) to the material
contained in Form 10-K to which such item relates.
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    \3\ Public Law 114-94, 129 Stat. 1312 (Dec. 4, 2015).
    \4\ We use the terms ``issuer'' and ``registrant''
interchangeably throughout this release to refer to a company that
is subject to Section 13 [15 U.S.C. 78m] or 15(d) of the Exchange
Act [15 U.S.C. 78o(d)] and is required to file an annual report on
Form 10-K.
    \5\ As used in this release, the term ``summary page'' should
not be construed to mean that the summary needs to be a single page,
or of any specific length.
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II. Discussion of Amendment

    Although our current rules do not prohibit a registrant from
including voluntary information, such as a

summary, in its Form 10-K,\6\ we are amending Part IV of Form 10-K \7\
to add new Item 16. This new item will expressly allow a registrant, at
its option, to include a summary in the Form 10-K. To implement the
statutory requirement that each item in the summary be accompanied by
an electronic or other cross-reference, new Item 16 requires that each
summary topic be hyperlinked to the related, more detailed disclosure
item in the Form 10-K.
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    \6\ Voluntary information included in Exchange Act filings is
subject to the antifraud provisions of the federal securities laws
and the officer certifications required by Exchange Act Rules 13a-
14(a) and 15d-14(a) [17 CFR 240.13a-14(a) and 240.15d-14(a)].
    \7\ Part IV of Form 10-K sets forth the requirements for
financial statement schedules, exhibits and certain supplemental
information to be furnished to the Commission.
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    In light of the varied nature of registrants' size and operations,
we believe that registrants should have the flexibility to determine
how best to prepare the summary. Accordingly, the amendment does not
prescribe the length of the summary (other than to state that the
summary shall be brief), specify the Form 10-K disclosure items that
should be covered by the summary,\8\ or dictate where the summary must
appear in the Form 10-K.
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    \8\ Form 10-K is organized in four parts with each part
containing distinct disclosure requirements. Part I (Items 1-4)
contains disclosure requirements that relate to, among other things,
the registrant's business, risk factors, properties, legal
proceedings, and mine safety disclosure, if applicable. Part II
(Items 5-9B) contains disclosure requirements that relate to market
information, selected financial data, management's discussion and
analysis of financial condition and results of operations
(``MD&A''), quantitative and qualitative disclosures about market
risk, financial statements and supplementary data, a description of
changes in and disagreements with accountants on accounting and
financial disclosure, controls and procedures and other information.
Part III (Items 10-14) contains disclosure requirements that relate
to directors and executive officers, management remuneration,
beneficial ownership, related party transactions and principal
accountants' fees and services and other information. Lastly, Part
IV (Item 15, signatures and supplemental information) contains
requirements that relate to financial statement schedules and
exhibits.
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    We recognize that it might not be practicable or necessary to
summarize every Form 10-K disclosure item. The amendment is principles-
based and affords a registrant choosing to include a summary the
flexibility to decide which items to summarize,\9\ as long as the
information is presented fairly and accurately.
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    \9\ The flexible and non-prescriptive nature of new Item 16 is
similar to other principles-based requirements under our rules, such
as Item 503 Regulation S-K [17 CFR 229.503] and Item 1001 of
Regulation M-A [17 CFR 229.1001]. As set forth below in the Request
for Comment, we solicit and encourage comment on whether further
guidance on preparing the summary should be provided.
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    We are also including an instruction in Item 16 of Form 10-K that
addresses information incorporated by reference into the Form 10-K that
a registrant may choose to summarize. Exchange Act Rule 12b-23 allows
registrants to incorporate information by reference in answer, or
partial answer, to any item of an Exchange Act registration statement
or report subject to certain conditions.\10\ Generally, the
incorporated information must be filed as an exhibit to the
registration statement or report.\11\ Under General Instruction G to
Form 10-K, a registrant may incorporate by reference the information
required by Parts I or II of Form 10-K from the registrant's annual
report to security holders.\12\ The information required by Part III of
Form 10-K also may be incorporated by reference from a proxy or
information statement involving the election of directors, if filed
within 120 days of the end of the fiscal year.\13\
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    \10\ 17 CFR 240.12b-23.
    \11\ Rule 12b-23(a)(3)(i) [17CFR 240.12b-23(a)(3)(i)] provides
an exception that does not require a proxy or information statement
incorporated by reference in response to Part III of Form 10-K to be
filed as an exhibit.
    \12\ Information incorporated from the annual report to security
holders to fulfill the requirements of Part I of Form 10-K must
contain the information required by Items 1-3 of Part I of Form 10-K
to the extent applicable. See Note 1 to General Instruction G(2) to
Form 10-K.
    \13\ See Note 2 to General Instruction G(2) to Form 10-K.
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    As stated above, the interim final amendment to Form 10-K requires
the summary to include hyperlinks to the related, more detailed
disclosure item in the Form 10-K, regardless of whether the more
detailed disclosure appears in the sections of the Form 10-K that
follow the summary or in a Form 10-K exhibit. Currently, registrants
can hyperlink to different sections within the same document, as well
as to specific sections of exhibits that are part of the same filing.
    Therefore, the interim final amendment requires registrants
electing to prepare a Form 10-K summary that discusses information that
is incorporated by reference into the Form 10-K and for which an
exhibit is filed with the form to include a hyperlink from the summary
to the discussion in the accompanying exhibit. Under the interim final
amendment, a registrant choosing to include a summary will only be able
to summarize information that is included in the Form 10-K at the time
the form is filed, and will not have to file a Form 10-K amendment to
summarize Part III information that is incorporated by reference from a
proxy or information statement that will be filed after the date that
the registrant files its Form 10-K.\14\ In that case, however, the
registrant must indicate that the summary omits the Part III
information.
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    \14\ See Instruction 1 to new Item 16 of Form 10-K. In addition,
if the Part III information that is incorporated by reference
contains a summary, such as commonly provided in proxy statements
for executive compensation disclosure, that summary need not include
hyperlinks.
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Request for Comment

    We request and encourage any interested person to submit comments
on any aspect of the interim final amendment, other matters that might
have an impact on the amendment, and any suggestions for further
revisions. In addition, we seek comment on the following:
    1. Are companies and investors likely to find a Form 10-K summary
useful? If so, should we propose mandating a summary? \15\
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    \15\ In 2008, the Advisory Committee on Improvements to
Financial Reporting issued to the Commission a report that, among
other things, recommended an executive summary in the forepart of a
company's annual report on Form 10-K (with material updates in
quarterly reports on Form 10-Q) that would describe concisely the
most important themes or other significant matters with which
management is primarily concerned, along with a page index showing
where investors could find more detailed information in the
document. See Final Report of the Advisory Committee on Improvements
to Financial Reporting to the United States Securities and Exchange
Commission (Aug. 1, 2008), available at https://www.sec.gov/about/offices/oca/acifr/acifr-finalreport.pdf.
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    2. Would it be helpful to EDGAR users for the Form 10-K summary or
a link to the summary to be displayed on a registrant's EDGAR search
results landing page? \16\
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    \16\ We are considering ways to further enhance the presentation
and usability of the Form 10-K summary. In this regard, we could
require registrants to include HTML tags to identify the Form 10-K
summary in their EDGAR submissions. This would make it possible for
EDGAR to extract the summary from the Form 10-K, so that the
information could be included on the registrant's search results
EDGAR landing page. This could allow investors to more easily access
the information.
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    3. Should we impose a length limitation on the summary? If so, what
limitation would be appropriate (e.g., a page limit, word limit,
character limit)?
    4. Should we provide further guidance on preparation of the
summary? For example, should we include language similar to Item 503(a)
of Regulation S-K, which covers a prospectus summary? \17\
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    \17\ Among other provisions, Item 503(a) states ``The summary
should be brief. The summary should not contain, and is not required
to contain, all of the detailed information in the prospectus. If
you provide summary business or financial information, even if you
do not caption it as a summary, you still must provide that
information in plain English.''

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    5. Should we require that the summary appear at the beginning of
the Form 10-K? Should we require certain content or a specific format
for the Form 10-K summary? For example, should we propose to require
registrants choosing to prepare a summary to include specified Form 10-
K items, such as the MD&A? Are there some items that registrants should
not be permitted to include in a summary? If so, which items should be
required to be included in, or excluded from, the summary?
    6. Should we require registrants that cannot include a summary of
the Part III information (because that information will be incorporated
by reference from a later filed proxy or information statement
involving the election of directors) to file a Form 10-K amendment to
update the summary to reflect the Part III information when that
information is filed with the proxy or information statement?
    7. Are there other cross-reference methods that we should allow in
lieu of, or in addition to, hyperlinks?
    8. Should we propose to amend other annual reporting forms, such as
Form 20-F \18\ filed by foreign private issuers, or Form 1-K \19\ filed
by issuers that have conducted a Regulation A offering,\20\ to
expressly allow a summary similar to the approach we are adopting for
Form 10-K? Would such revisions be useful given that our rules do not
prohibit such registrants from voluntarily including a summary in their
annual reports?
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    \18\ 17 CFR 249.220f.
    \19\ 17 CFR 239.93.
    \20\ 17 CFR 230.251-230.263.
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    With respect to any comments, we note that they are of greatest
assistance if accompanied by supporting data and analysis of the issues
addressed in those comments.

III. Procedural and Other Matters

    The Administrative Procedure Act (``APA'') generally requires an
agency to publish notice of a rulemaking in the Federal Register and
provide an opportunity for public comment. This requirement does not
apply, however, if the agency ``for good cause finds . . . that notice
and public procedure are impracticable, unnecessary, or contrary to the
public interest.'' \21\ Because the amendment conforms the specified
form to the requirements of a newly enacted statute, the FAST Act, and
involves minimal exercise of discretion, the Commission finds that
notice and public comment are unnecessary.\22\ As discussed above,
Section 72001 of the FAST Act directs the Commission, not later than
180 days after the date of enactment, to issue regulations to permit
issuers to submit a summary page on Form 10-K, but only if each item on
such summary page includes a cross-reference (by electronic link or
otherwise) to the material contained in Form 10-K to which such item
relates. The amendment to Form 10-K that we are adopting revises the
form to make it consistent with this provision of the FAST Act by
expressly providing that a registrant may, at its option, include a
summary in its Form 10-K (subject to certain conditions), something
that registrants currently are permitted to do under existing rules.
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    \21\ 5 U.S.C. 553(b)(3)(B).
    \22\ This finding also satisfies the requirements of 5 U.S.C.
808(2), allowing the amendment to become effective notwithstanding
the requirement of 5 U.S.C. 801 (if a federal agency finds that
notice and public comment are impractical, unnecessary or contrary
to the public interest, a rule shall take effect at such time as the
federal agency promulgating the rule determines). The amendment also
does not require analysis under the Regulatory Flexibility Act. See
5 U.S.C. 604(a) (requiring a final regulatory flexibility analysis
only for rules required by the APA or other law to undergo notice
and comment).
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    For similar reasons, although the APA generally requires
publication of a rule at least 30 days before its effective date, the
Commission finds there is good cause for the amendment to take effect
on June 9, 2016.\23\
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    \23\ See 5 U.S.C. 553(d)(3).
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IV. Economic Analysis

    As discussed above, we are amending Form 10-K to implement Section
72001 of the FAST Act. The interim final amendment will provide that a
registrant may, at its option, include a summary in its Form 10-K
provided that each item in the summary includes a cross-reference by
hyperlink to the material contained in the registrant's Form 10-K to
which such item relates. Under the amendment, a registrant will have
the flexibility to determine the content of the summary and its length.
    We are sensitive to the costs and benefits of the amendment.\24\ In
this economic analysis, we examine the existing baseline, which
consists of the current regulatory framework and market practices, and
discuss the potential benefits and costs of the amendment, relative to
this baseline, and its potential effects on efficiency, competition,
and capital formation. We also consider the potential costs and
benefits of reasonable alternatives to the amendment.
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    \24\ Exchange Act Section 23(a)(2) requires us, when adopting
rules, to consider the impact that any new rule would have on
competition. In addition, Section 3(f) of the Exchange Act directs
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.
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    Where practicable, we attempt to quantify the economic effects of
the amendment; however, in certain cases, we are unable to do so
because we lack the necessary data. We do, however, provide a
qualitative assessment of the likely economic effects.

A. Introduction

    As discussed above, new Item 16 to Form 10-K provides that a
registrant may, at its option, include a summary in its Form 10-K
provided that each item in the summary includes a hyperlink to the
detailed information in the registrant's Form 10-K to which such item
relates. In light of the varied nature of registrants' size and
operations, the amendment will provide registrants with flexibility in
preparing the summary. The amendment does not prescribe the length of
the summary, specify the Form 10-K disclosure items that should be
covered in the summary, or dictate where the summary must appear in the
Form 10-K.
    A registrant may decide which items to summarize as long as the
information is presented fairly and accurately. A summary should
provide more information than a table of contents, which is often
included in Form 10-K and generally shows the complete organizational
structure of Form 10-K by listing each disclosure item without a
summary of the disclosure. A summary with hyperlinked cross-references
will allow users to easily locate the corresponding items in Form 10-K
where the disclosure is fully presented, with the potential effect of
enhancing the ability of investors and other users of the disclosure to
process relevant information and/or reducing their processing time and
search costs.

B. Baseline and Affected Parties

    The amendment will potentially affect all registrants subject to
Section 13 or 15(d) of the Exchange Act that are required to file an
annual report on Form 10-K. However, given that current rules do not
prohibit a registrant from voluntarily including a summary in its Form
10-K, the amendment likely will not have a substantial impact on the
disclosure practices of registrants and on the information processing
ability of investors and other users of the disclosure.
    In particular, we expect that registrants that do not currently
include a summary in their Form 10-Ks will not

be likely to begin doing so in response to the amendment. Also,
registrants that currently include a summary in their Form 10-K with a
hyperlink for each disclosure topic in the summary to the related
material contained in their Form 10-K will not be affected by the
amendment because this practice will be in compliance with the
hyperlink requirement. Among the registrants that are required to file
a Form 10-K, the amendment will affect registrants that currently
include a summary in their Form 10-Ks and that (1) do not cross-
reference items; (2) use cross-references other than hyperlinks; or (3)
use hyperlinks but not for all disclosure topics included in the
summary. Under the amendment, if these registrants chose to continue to
include a summary in their Form 10-K, they will be required to include
hyperlinks to each disclosure topic that is mentioned.
    We estimate that, in calendar year 2015, we received 7,844 Form 10-
K filings. To draw a baseline indicative of the current disclosure
practices among Form 10-K filers, we selected a random sample of 150 of
these filings to review. Although small, the random sample was
representative of the overall 2015 population of Form 10-K filers and
consisted of 42 large accelerated filers, 29 accelerated filers, 27
non-accelerated filers, and 52 smaller reporting companies. None of the
filings in the sample included a summary. A large majority (70%) of the
150 sampled filings included a table of contents that was fully
hyperlinked to the corresponding items.
    Due to the greater complexity of their operations, larger
registrants generally have more extensive disclosures that are
reflected in lengthier Form 10-Ks and may be more inclined to include a
summary to assist investors and other users in navigating their
filings.\25\ Since we did not find any registrants in the random sample
that included a summary in their Form 10-K, we also reviewed the most
recent Form 10-K filed by each of the companies on the Fortune 100
list, which includes the largest 100 U.S. companies.\26\ Of these
companies, we found one large accelerated filer that included a summary
in its Form 10-K. This summary provided an overview of several
disclosure topics with cross-references, but not hyperlinks, to the
more detailed discussion contained in the Form 10-K. While we found
only one registrant that included a summary in its most recent Form 10-
K, we found that a large majority of the companies (87%) included a
table of contents that was fully hyperlinked to the corresponding
items.
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    \25\ In addition to structural complexity, there may be other
reasons for the length of disclosure documents. One study argues
that firms may try to obscure mandated earnings-relevant information
by burying the results in longer documents. Additionally, litigation
risk may create an incentive to disclose information whether it is
useful or not. See Tim Loughran & Bill McDonald, Measuring
Readability in Financial Disclosures, 69 J. of FIN. 1643-1671
(2014).
    \26\ Eight entities included in the Fortune 100 list are
privately-held companies; therefore, no Form 10-K was available for
them.
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    There may be several reasons why a summary is not widely used in
Form 10-Ks. As with any other voluntary disclosure, registrants
presumably weigh the potential incremental disclosure costs, including
any liability considerations, against the potential benefits associated
with including a summary in a Form 10-K. Among other factors, the
perceived net benefit will depend on the presence of alternative
disclosures that serve a similar purpose as a summary and on investor
interest in such summary. For example, a table of contents may already
provide an outline of the Form 10-K and indicate where investors can
find additional information in the document.
    In conclusion, based on our analysis of two relatively small
samples of Form 10-K filings, it appears that the use of a summary in
Form 10-Ks is currently extremely limited. While we cannot draw
definite conclusions on the current use of a summary or on the current
use of hyperlinks in summaries for the entire population of Form 10-K
filers due to the size of the samples in our analysis, we believe that
the amendment is likely to affect a limited number of Form 10-K filers
that currently opt to include a summary in their Form 10-K. As a result
of the hyperlink requirement, these filers will need to include a
hyperlink for each disclosure topic that is not currently hyperlinked.

C. Potential Economic Effects

    As noted above, Section 72001 of the FAST Act directs the
Commission to issue regulations to permit registrants to submit a
summary on Form 10-K with cross-references to the related discussion in
the report. In implementing this mandate, the amendment will provide
that registrants may include a summary in their Form 10-K if each item
in the summary includes a hyperlink to the related material contained
in the Form 10-K to which such item relates. Relative to cross-
references that supply users with only a page reference to the specific
Form 10-K items, hyperlinks will not only supply the location but also
allow users to reach that location more easily and quickly.
    By presenting an overview of the information contained in Form 10-
K, a summary with hyperlinks could make disclosure more effective by
enhancing the ability of investors and other users to process relevant
information and/or by reducing their processing time and search costs.
A summary can be particularly useful to investors and other users in
the case of more complex \27\ and larger \28\ Form 10-Ks. Academic
literature has examined the readability of Form 10 Ks and suggested
that concisely written documents are more likely to be read, and their
information more effectively incorporated into stock prices, compared
to longer Form 10 Ks.\29\ To the extent that a summary contains a
concise overview of the information included in the more detailed
disclosure items, the usefulness of the summary for investors may
translate into potential positive effects on allocative efficiency and
capital formation for registrants who opt to include it.\30\ This, in
turn, may have positive effects on competition for registrants,
relative to, for example, registrants who do not opt to include a
summary. For example, a summary could increase investors' interest in
the business of a registrant because it may attract investors who
otherwise would not be inclined to read the more detailed and lengthy
information in the full Form 10-K. We

note that, if users were to rely only on the summary to make investment
decisions without considering the more extensive disclosure provided
elsewhere in the Form 10-K or other disclosure documents of the
registrant, this could lead to less informed investment decisions with
a corresponding decrease in allocative efficiency. Overall, relative to
the current baseline, we expect that the amendment will have
incremental positive effects on efficiency, competition, and capital
formation, although, for the reasons discussed above, we do not expect
these effects to be particularly significant.
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    \27\ See Feng Li, Annual Report Readability, Current Earnings,
and Earnings Persistence, 45 J. of ACCT. & ECON. 221-47 (2008).
Using the Fog index and word count of Form 10 Ks, the author found
that firms with annual reports that are easier to read have more
persistent positive earnings and argues that firm managers may try
to hide poor future earnings from investors by increasing the
complexity of their written documents. The Fog index is a commonly
used measure of the readability of a document.
    \28\ See Loughran & McDonald, supra note 25. While word count
and file size are highly correlated, the authors found there is
evidence that Form 10-K file size (in megabytes) is a better inverse
proxy for readability than a commonly used metric of readability
like the Fog index. Larger Form 10-Ks are significantly associated
with high return volatility, earnings forecast errors, and earnings
forecast dispersion, after controlling for other variables such as
firm size, book-to-market, past volatility, industry effects, and
prior stock performance.
    \29\ See Haifeng You & Xiao-jun Zhang, Financial Reporting
Complexity and Investor Under-Reaction to 10-K Information, 14 REV.
of ACCT. STUD. 559-86 (2009). Using the number of words in a Form
10-K as a measure of financial reporting complexity, the authors
found that firms above the annual median word count have a delayed
stock market reaction over the following 12 months.
    \30\ See Alastair Lawrence, Individual Investors and Financial
Disclosure, 56 J. of ACCT. & ECON. 130-47 (2013). Using detailed
data of individual investors, this study shows that, on average,
individuals invest more in firms with clear and concise financial
disclosures.
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    Permitting registrants to determine the content, length, and
location of a summary will enable them to tailor the format and
presentation of the summary to best suit the specific aspects of their
business and operational and financial results. It also will enable
registrants to focus on topics or items they consider important to
communicate to investors, subject to the overall requirement to present
the summary fairly and accurately.
    While a summary is potentially useful for investors and
registrants, registrants who include a summary in their Form 10-Ks will
incur increased disclosure costs to prepare the summary. As discussed
above, given that Form 10-K filers can already voluntarily include a
summary, we expect that, as a result of the amendment, registrants will
not significantly change their disclosure practices by electing to
include a summary if they currently do not.
    Relative to the current baseline, we expect the potential benefits
and costs stemming from the amendment to be limited and primarily
related to those registrants--and their investors--who already include
a summary in their Form 10-K but do not currently hyperlink or
hyperlink only in part. Registrants that have voluntarily included a
summary in the past and have not hyperlinked the items in the summary
to the relevant sections in the Form 10-K will incur compliance costs
to add hyperlinks.
    There are potential benefits from adding cross-references to the
Form 10-K summary. A summary that briefly discusses items in the Form
10-K without any type of cross-references may disconnect the
information in the summary from the disclosure contained in other parts
of Form 10-K. The required hyperlinks will serve not only as a reminder
for investors that a summary complements the more extensive disclosure
presented in other parts of the document, but also as a compass for
users to navigate the document more easily and quickly. The required
hyperlinks will easily direct users to a particular item, allowing
users to avoid searching the Form 10-K in its entirety, thereby
significantly reducing their search costs.
    Relative to other types of cross-references that registrants may
currently use, such as a footnote or plain text that points to a
certain page number or location in the document, the inclusion of
hyperlinks should direct users to relevant parts of Form 10-K more
easily and quickly. To the extent that hyperlinks are implemented
properly, they are able to automatically take the reader to that
document or section. Cross-referencing through hyperlinks should make
it easier for users to navigate the disclosure and decrease their
search time and costs.
    Finally, requiring hyperlinks for all topics in a summary that
currently has only partial hyperlinks will prevent registrants from
selectively steering investors and other users toward particular
sections in the Form 10-K.

D. Alternatives

    We considered three alternatives to the amendment. First, instead
of providing registrants with the option of including a summary in
their Form 10-K, we could have required all registrants to include a
summary. By requiring a summary, investors and users could more
extensively benefit from the potential usefulness of the summary. In
particular, as discussed above, a summary could enhance investors'
ability to process relevant material information in the filing. To the
extent that a required summary contains useful and concise information,
it could translate to potential positive effects on allocative
efficiency for a greater number of registrants than under a voluntary
approach. These potential benefits could be particularly relevant in
the case of registrants with more complex operations that typically
file larger reports that investors may find more time-consuming to
read. They may be less relevant in the case of smaller registrants that
typically have simpler operations and shorter Form 10-Ks. Consequently,
requiring a mandatory summary for all registrants may impose additional
compliance costs that are not justified by the overall benefits to
investors and registrants, although the flexibility to determine the
format of the summary could mitigate these additional compliance costs.
    Second, instead of providing registrants with the flexibility to
determine length, content, and location of the summary in Form 10-K, we
could have prescribed a specific format of the summary. This could
achieve consistency across filings and may enable users to compare the
summaries of multiple registrants more efficiently. A specific format
may also ease the preparation of a summary for some registrants,
thereby encouraging them to provide a voluntary summary in their Form
10-Ks. At the same time, prescribing a specific format may discourage
registrants from including a summary in their Form 10-K if they find
the format not useful for their specific circumstances. Further, if the
prescribed format includes sections that are unnecessary to effectively
assess the registrant, it could detract from, rather than facilitate,
investors' ability to process information efficiently.
    Third, instead of requiring hyperlinks, we could have required
registrants to use any type of cross-references, electronic or
otherwise, to the extent that it would serve the function of locating
the corresponding material in the Form 10-K.\31\ This alternative would
allow greater flexibility to registrants to use either hyperlinks or
non-electronic cross-references, such as footnotes or plain text that
points to a certain page number or other location in the document, or a
combination of the two types in the summary. However, to the extent
that registrants choose to use non-electronic cross-references under
this alternative, the ability of investors to navigate the disclosure
contained in the Form 10-K would be diminished relative to the
proposal.
---------------------------------------------------------------------------

    \31\ Section 72001 of the FAST Act requires that each item on
the summary page include a ``cross-reference'' to the material
contained in the Form 10-K, but the statute does not mandate any
particular type of cross-reference.
---------------------------------------------------------------------------

V. Paperwork Reduction Act

A. Background

    Certain provisions of Form 10-K that will be affected by the
interim final amendment contain ``collection of information''
requirements within the meaning of the Paperwork Reduction Act of 1995
(``PRA'').\32\ The Commission is submitting the interim final amendment
to the Office of Management and Budget (``OMB'') for review in
accordance with the PRA.\33\ The title for the collections of
information is:
---------------------------------------------------------------------------

    \32\ 44 U.S.C. 3501 et seq.
    \33\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.

---------------------------------------------------------------------------
    ``Form 10-K'' (OMB Control No. 3235-0063).

    An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information requirement unless it
displays a currently valid OMB control number. Compliance with the
information

collections is mandatory. Responses to the information collections are
not kept confidential and there is no mandatory retention period for
the information disclosed. Form 10-K was adopted under the Exchange Act
and sets forth the disclosure requirements for annual reports filed by
registrants to help investors make informed investment decisions. The
hours and costs associated with preparing and filing Form 10-K
constitute reporting and cost burdens imposed by each collection of
information.

B. Summary of the Amendment

    As described in more detail above, we are adopting an interim final
amendment to Form 10-K to implement Section 72001 of the FAST Act. We
are amending Form 10-K to add new Item 16. This new item will
explicitly allow a registrant, at its option, to include a summary in
the Form 10-K. Each disclosure topic included in the summary is
required to contain a hyperlink to the related, more detailed
disclosure item in the Form 10-K. Under the interim final amendment, a
registrant has the flexibility to determine the content and the length
of the summary.

C. Burden and Cost Estimates Related to the Amendment

    We anticipate that new Item 16 of Form 10-K will increase the
burdens and costs for companies that elect to prepare a summary. We
derived our burden hour and cost estimates by estimating the average
amount of time it would take a registrant to prepare and review the
summary, as well as the average hourly rate for outside professionals
who assist with such preparation. In addition, our burden estimates are
based on several assumptions.
    First, we assumed that registrants that elect to prepare a summary
will not summarize every item in the Form 10-K. Therefore, to estimate
the average burden hours of the interim final amendment, we have looked
to the burden estimates carried internally by registrants for Form
10,\34\ an Exchange Act registration form that requires many of same
item disclosures as does Form 10-K. For purposes of the PRA, we have
estimated the total burden per response for preparing and filing Form
10 to be 215 hours and that 25% of that burden (53.75 hours) is carried
internally by the registrant. We estimate that the burden to prepare
the Form 10-K summary would be less than that required to prepare the
Form 10 because the summary would call for less information than
required by Form 10. We estimate that the average incremental burden
for a registrant to prepare the summary would be 50 hours. This
estimate represents the average burden for all registrants, both large
and small. In deriving our estimates, we recognize that the burdens
will likely vary among individual registrants based on a number of
factors, including the size and complexity of their operations. We
believe that some registrants will experience costs in excess of this
average in the first year of compliance with the amendments and some
registrants may experience less than the average costs.
---------------------------------------------------------------------------

    \34\ 17 CFR 249.210.
---------------------------------------------------------------------------

    Second, we assumed that 10% of Form 10-K filers would elect to
prepare a summary. The number of registrants that would choose to do a
summary, however, is uncertain. We request comment and supporting
empirical data, for purposes of the PRA, on the number of registrants
that are expected to prepare a summary as a result of the interim final
amendment.
    The table below shows the total annual compliance burden, in hours
and in costs, of the collection of information resulting from the
interim final amendment.\35\ The burden estimates were calculated by
multiplying the estimated number of responses by the estimated average
amount of time it would take an issuer to prepare and review a Form 10-
K summary. The portion of the burden carried by outside professionals
is reflected as a cost, while the portion of the burden carried by the
issuer internally is reflected in hours. For purposes of the PRA, we
estimate that 75% of the burden of preparation of Form 10-K is carried
by the registrant internally and that 25% of the burden of preparation
is carried by outside professionals retained by the registrant at an
average cost of $400 per hour.\36\
---------------------------------------------------------------------------

    \35\ For convenience, the estimated hour and cost burdens in the
table have been rounded to the nearest whole number.
    \36\ We recognize that the costs of retaining outside
professionals may vary depending on the nature of the professional
services, but for purposes of this PRA analysis we estimate that
such costs will be an average of $400 per hour. This estimate is
based on consultations with several registrants, law firms and other
persons who regularly assist registrants in preparing and filing
periodic reports with the Commission.

                                         Table 1--Incremental Paperwork Burden Under the Interim Final Amendment
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                     Estimated
                                                     number of       Incremental         Total                              25%           Professional
                                                      affected      burden hours/     incremental      75% company      professional         costs
                                                     responses           form         burden hours
                                                             (A)              (B)                (C) = (A) *(D) = (C) *      (E) = (C) (F) = (E) * $400
                                                                                0.75             0.25
--------------------------------------------------------------------------------------------------------------------------------------------------------
Form 10-K Summary...............................        \37\ 814               50           40,700           30,525           10,175         $4,070,000
--------------------------------------------------------------------------------------------------------------------------------------------------------

D. Request for Comment
---------------------------------------------------------------------------

    \37\ This number is our estimate of the number of registrants
that will choose to include a summary in their Form 10-K.
---------------------------------------------------------------------------

    We request comments in order to evaluate: (1) Whether the
collection of information is necessary for the proper performance of
the functions of the agency, including whether the information would
have practical utility; (2) the accuracy of our estimate of the burden
of the collection of information; (3) whether there are ways to enhance
the quality, utility and clarity of the information to be collected;
and (4) whether there are ways to minimize the burden of the collection
of information on those who are to respond, including through the use
of automated collection techniques or other forms of information
technology.\38\ Specifically, we request comment on the estimated
number or percentage of registrants that are likely to include a
summary in their Form 10-K.
---------------------------------------------------------------------------

    \38\ We request comment pursuant to 44 U.S.C. 3506(c)(2)(B).
---------------------------------------------------------------------------

    Any member of the public may direct to us any comments concerning
the accuracy of these burden estimates and any suggestions for reducing
the burdens. Persons who desire to submit comments on the collection of

information requirements should direct their comments to the Office of
Management and Budget, Attention: Desk Officer for the Securities and
Exchange Commission, Office of Information and Regulatory Affairs,
Washington, DC 20503, and send a copy of the comments to Brent J.
Fields, Secretary, Securities and Exchange Commission, 100 F Street
NE., Washington, DC 20549-1090, with reference to File No. S7-09-16.
Requests for materials submitted to the OMB by us with regard to these
collections of information should be in writing, refer to File No. S7-
09-16 and be submitted to the Securities and Exchange Commission,
Office of FOIA Services, 100 F Street NE., Washington DC 20549-0213.
Interested persons are encouraged to send comments to the OMB by July
11, 2016.

VI. Statutory Authority

    The amendment contained in this release is being adopted under the
authority set forth in Sections 3, 12, 13, 15(d), and 23(a) of the
Exchange Act, and Section 72001 of the FAST Act.

List of Subjects in 17 CFR Part 249

    Reporting and recordkeeping requirements, Securities.

Text of the Interim Final Amendment

    For the reasons set out in the preamble, the Commission is amending
Title 17, Chapter II of the Code of Federal Regulations as follows:

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

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

    Authority:  15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C.
5461 et seq.; 18 U.S.C. 1350; Sec. 953(b), Pub. L. 111-203, 124
Stat. 1904; Sec. 102(a)(3), Pub. L. 112-106, 126 Stat. 309 (2012);
Sec. 107, Pub. L. 112-106, 126 Stat. 313 (2012), and Sec. 72001,
Pub. L. 114-94, 129 Stat. 1312 (2015), unless otherwise noted.
    Section 249.220f is also issued under secs. 3(a), 202, 208, 302,
306(a), 401(a), 401(b), 406 and 407, Pub. L. 107-204, 116 Stat. 745.
    Section 249.240f is also issued under secs. 3(a), 202, 208, 302,
306(a), 401(a), 406 and 407, Pub. L. 107-204, 116 Stat. 745.
    Section 249.308 is also issued under 15 U.S.C. 80a-29 and 80a-
37.
    Section 249.308a is also issued under secs. 3(a) and 302, Pub.
L. 107-204, 116 Stat. 745.
    Section 249.308b is also issued under secs. 3(a) and 302, Pub.
L. 107-204, 116 Stat. 745.
    Section 249.310 is also issued under secs. 3(a), 202, 208, 302,
406 and 407, Pub. L. 107-204, 116 Stat. 745.
    Section 249.326(T) also issued under section 13(f)(1) (15 U.S.C.
78m(f)(1)).
    Section 249.330 is also issued under secs. 3(a), 406, and 407,
Pub. L. 107-204, 116 Stat. 745.
    Section 249.331 is also issued under 15 U.S.C. 78j-1, 7202,
7233, 7241, 7264, 7265; and 18 U.S.C. 1350.
    Section 249.617 is also issued under Pub. L. 111-203, Sec.  939,
939A, 124. Stat. 1376 (2010) (15 U.S.C. 78c, 15 U.S.C. 78o-7 note).
    Section 249.819 is also issued under 12 U.S.C. 5465(e).
    Section 249.1400 is also issued under sec. 943, Pub. L. 111-203,
124 Stat. 1376.
    Section 249.1800 is also issued under Pub. L. 111.203, Sec.
922(a), 124 Stat 1841 (2010).
    Section 249.1801 is also issued under Pub. L. 111.203, Sec.
922(a), 124 Stat 1841 (2010).

0
2. Amend Form 10-K (referenced in Sec.  249.310) by adding new Item 16
to Part IV 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

* * * * *

Part IV

* * * * *

Item 16. Form 10-K Summary.

    Registrants may, at their option, include a summary of information
required by this form, but only if each item in the summary is
presented fairly and accurately and includes a hyperlink to the
material contained in this form to which such item relates, including
to materials contained in any exhibits filed with the form.
    Instruction: The summary shall refer only to Form 10-K disclosure
that is included in the form at the time it is filed. A registrant need
not update the summary to reflect information required by Part III of
Form 10-K that the registrant incorporates by reference from a proxy or
information statement filed after the Form 10-K, but must state in the
summary that the summary does not include Part III information because
that information will be incorporated by reference from a later filed
proxy or information statement involving the election of directors.
* * * * *

    By the Commission.

    Dated: June 1, 2016.
Brent J. Fields,
Secretary.
[FR Doc. 2016-13328 Filed 6-8-16; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register: November 6, 2007 (Volume 72, Number 214)]
[Notices]
[Page 62705-62709]
[DOCID:fr06no07-120]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 28039; 812-13416]

Rafferty Asset Management, et al.; Notice of Application

October 30, 2007.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order under section 12(d)(1)(J)
of the Investment Company Act of 1940 (the ``Act'') for exemption from
sections 12(d)(1)(A) and (B) of the Act and under sections 6(c) and
17(b) of the Act for an exemption from section 17(a) of the Act.

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Summary of the Application: The order would permit certain management
investment companies and unit investment trusts registered under the
Act to acquire shares of certain open-end management investment
companies registered under the Act, that are outside of the same group
of investment companies as the acquiring investment companies.

Applicants: Rafferty Asset Management, LLC (``Rafferty'' or
``Adviser''), Direxion Funds (``DF'') and Direxion Insurance Trust LLC
(``DIT,'' together with DF, the ``Trusts'').

Filing Dates: The application was filed on August 10, 2007, and amended
on October 26, 2007. Applicants have agreed to file an amendment during
the notice period, the substance of which is reflected in this notice.

Hearing or Notification of Hearing: An order granting the application
will be issued unless the Commission orders a hearing. Interested
persons may request a hearing by writing to the Commission's Secretary
and serving applicants with a copy of the request, personally or by
mail. Hearing requests should be received by the Commission by 5:30
p.m. on November 26, 2007, and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, the reason for the request, and the issues
contested. Persons who wish to be notified of a hearing may request
notification by writing to the Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street, NE,. Washington, DC 20549-1090; Applicants, 33 Whitehall
Street, 10th Floor, New York, NY 10004.

FOR FURTHER INFORMATION CONTACT: Bruce R. MacNeil, Senior Counsel, at
(202) 551-6817, or Janet M. Grossnickle, Branch Chief, at (202) 551-
6821 (Division of Investment Management, Office of Investment Company
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee at the
Public Reference Desk, U.S. Securities and Exchange Commission, 100 F
Street, NE., Washington DC 20549-0102 (telephone<PHONE_NUMBER>).

Applicants' Representations

    1. The Trusts are open-end management investment companies
registered under the Act and are each comprised of separate series
(``Funds'') that pursue distinct investment objectives and strategies.
Shares of Funds of DF are sold publicly to retail investors, and shares
of Funds of DIT are sold to insurance company separate accounts funding
variable life and variable annuity contracts. The Adviser is registered
as an investment adviser

under the Investment Advisers Act of 1940 (``Advisers Act'') and serves
as investment adviser to each Fund.\1\
---------------------------------------------------------------------------

    \1\ The term ``Adviser'' includes all entities controlling,
controlled by or under common control with Rafferty and its
successors in interest. A successor in interest is an entity
resulting from a reorganization of Rafferty into another
jurisdiction or a change in the type of business organization.
---------------------------------------------------------------------------

    2. Applicants request relief to permit registered management
investment companies and their series (``Investing Companies'') and
registered unit investment trusts and their series (``Investing
Trusts,'' and together with the Investing Companies, ``Investing
Funds'') that are outside of the same ``group of investment
companies,'' within the meaning of section 12(d)(1)(G)(ii) of the Act,
as the Trusts, to acquire shares of the Funds in excess of the limits
in section 12(d)(1)(A) of the Act, and to permit a Fund, any principal
underwriter for a Fund, and any broker or dealer registered under the
Securities Exchange Act of 1934 (``Broker'') to sell shares of each
Fund to an Investing Fund in excess of the limits of section
12(d)(1)(B) of the Act. Applicants request that the relief apply to:
(a) Other existing and future registered open-end management investment
companies and series thereof (included in the term ``Funds'') advised
by the Adviser and in the same group of investment companies, within
the meaning of section 12(d)(1)(G)(ii) of the Act, as the Trusts; (b)
each Investing Fund that enters into a Participation Agreement (as
defined below) with a Fund to purchase shares of the Fund; and (c) any
principal underwriter to a Fund or Broker selling shares of a Fund.\2\
---------------------------------------------------------------------------

    \2\ All entities that currently intend to rely on the requested
order are named as applicants. Any other entity that relies on the
order in the future will comply with the terms and conditions of the
application. An Investing Fund may rely on the requested order only
to invest in the Funds and not in any other registered investment
company.
---------------------------------------------------------------------------

    3. Each Investing Company will be advised by an investment adviser
within the meaning of section 2(a)(20)(A) of the Act and registered as
an investment adviser under the Advisers Act (``Investing Fund
Adviser''). An Investing Fund Adviser may contract with an investment
adviser which meets the definition of section 2(a)(20)(B) of the Act (a
``Subadviser''). Each Investing Trust will have a sponsor (``Sponsor'')
and a trustee (``Trustee''). Applicants represent that to ensure that
the Investing Funds comply with the terms and conditions of the
requested relief from section 12(d)(1) of the Act, an Investing Fund
must enter into a participation agreement between a Trust, on behalf of
the relevant Funds, and the Investing Fund (``Participation
Agreement'') before investing in a Fund beyond the limits imposed by
section 12(d)(1)(A). The Participation Agreement will require the
Investing Funds to adhere to the terms and conditions of the requested
order. The Participation Agreement will include an acknowledgment from
an Investing Fund that it may rely on the requested order only to
invest in the Funds and not in any other registered investment company.
    4. Applicants state that the Funds will offer the Investing Funds
simple and efficient investment vehicles to achieve their asset
allocation or diversification objectives. Applicants state that the
Funds also provide high quality, professional investment program
alternatives to Investing Funds that do not have sufficient assets to
make comparable investments.

Applicants' Legal Analysis

A. Section 12(d)(1)

    1. Section 12(d)(1)(A) of the Act, in relevant part, prohibits a
registered investment company from acquiring shares of an investment
company if the securities represent more than 3% of the total
outstanding voting stock of the acquired company, more than 5% of the
total assets of the acquiring company, or, together with the securities
of any other investment companies, more than 10% of the total assets of
the acquiring company. Section 12(d)(1)(B) of the Act prohibits a
registered open-end investment company, its principal underwriter, and
any Broker from selling its shares to another investment company if the
sale will cause the acquiring company to own more than 3% of the
acquired company's voting stock, or if the sale will cause more than
10% of the acquired company's voting stock to be owned by investment
companies generally.
    2. Section 12(d)(1)(J) of the Act provides that the Commission may
exempt any person, security, or transaction, or any class or classes of
persons, securities or transactions, from any provision of section
12(d)(1) if the exemption is consistent with the public interest and
the protection of investors. Applicants seek an exemption under section
12(d)(1)(J) of the Act to permit Investing Funds to acquire shares of
the Funds in excess of the limits in section 12(d)(1)(A) of the Act,
and a Fund, any principal underwriter for a Fund and any Broker to sell
shares of a Fund to an Investing Fund in excess of the limits of
section 12(d)(1)(B) of the Act.
    3. Applicants state that the proposed arrangement and conditions
will adequately address the policy concerns underlying sections
12(d)(1)(A) and (B) of the Act, which include concerns about undue
influence by a fund of funds over underlying funds, excessive layering
of fees, and overly complex fund structures. Accordingly, applicants
believe that the requested exemption is consistent with the public
interest and the protection of investors.
    4. Applicants believe that neither the Investing Fund nor an
Investing Fund Affiliate would be able to exert undue influence over
the Funds.\3\ To limit the control that an Investing Fund may have over
a Fund, applicants propose a condition prohibiting the Investing Fund
Adviser, Sponsor, and any person controlling, controlled by, or under
common control with the Investing Fund Adviser or Sponsor, and any
investment company or issuer that would be an investment company but
for section 3(c)(1) or 3(c)(7) of the Act that is advised or sponsored
by the Investing Fund Adviser or Sponsor, or any person controlling,
controlled by, or under common control with the Investing Fund Adviser
or Sponsor (``Investing Fund Advisory Group'') from controlling
(individually or in the aggregate) a Fund within the meaning of section
2(a)(9) of the Act. The same prohibition would apply to each
Subadviser, any person controlling, controlled by or under common
control with the Subadviser, and any investment company or issuer that
would be an investment company but for section 3(c)(1) or 3(c)(7) of
the Act (or portion of such investment company or issuer) advised or
sponsored by the Subadviser or any person controlling, controlled by or
under common control with the Subadviser (``Subadviser Group'').
Applicants propose other conditions to limit the potential for undue
influence over the Funds, including that no Investing Fund or Investing
Fund Affiliate (except to the extent it is acting in its capacity as an
investment adviser to a Fund) will cause a Fund to purchase a security
in an offering of securities during the existence of any underwriting
or selling syndicate of which a principal underwriter is an
Underwriting Affiliate (``Affiliated Underwriting''). An ``Underwriting
Affiliate'' is a principal underwriter in any underwriting or selling
syndicate that is an officer,

director, member of an advisory board, Investing Fund Adviser,
Subadviser, Sponsor, or employee of the Investing Fund, or a person of
which any such officer, director, member of an advisory board,
Investing Fund Adviser, Subadviser, Sponsor or employee is an
affiliated person; however any person whose relationship to a Fund is
covered by section 10(f) of the Act is not an Underwriting Affiliate.
---------------------------------------------------------------------------

    \3\ ``Investing Fund Affiliates'' are the Investing Fund
Adviser, Subadviser, Sponsor, promoter, and principal underwriter of
the Investing Fund, and any person controlling, controlled by, or
under common control with any of these entities. ``Fund Affiliates''
are the investment adviser(s), promoter, and principal underwriter
of the Fund, and any person controlling, controlled by, or under
common control with any of these entities.
---------------------------------------------------------------------------

    5. Applicants do not believe that the proposed arrangement will
involve excessive layering of fees. The board of directors or trustees
of each Investing Company, including a majority of the directors or
trustees who are not ``interested persons'' (within the meaning of
section 2(a)(19) of the Act) (``Disinterested Trustees''), will find
that the advisory fees charged under the advisory contract are based on
services provided that will be in addition to, rather than duplicative
of, the services provided under the advisory contract(s) of any Fund in
which the Investing Company may invest. In addition, an Investing Fund
Adviser, Sponsor, or Trustee, as applicable, will waive fees otherwise
payable to it by the Investing Fund in an amount at least equal to any
compensation (including fees received pursuant to any plan adopted by a
Fund under rule 12b-1 under the Act) received from a Fund by the
Investing Fund Adviser, Sponsor or Trustee or an affiliated person
thereof, other than any advisory fees paid to the Investing Fund
Adviser, Sponsor or Trustee, or an affiliated person thereof by a Fund
in connection with the investment by the Investing Fund in the Fund.
Applicants also state that with respect to registered separate accounts
that invest in any Investing Fund, no sales load will be charged at the
Investing Fund level or at the Fund level. Other sales charges and
service fees, as defined in Rule 2830 of the Conduct Rules of the
National Association of Securities Dealers, Inc., (``Rule 2830''), if
any, will only be charged at the Investing Fund level or at the Fund
level, not both.\4\ With respect to other investments in any Investing
Fund, any sales charges and/or service fees charged with respect to
shares of the Investing Fund will not exceed the limits applicable to a
fund of funds as set forth in Rule 2830.
---------------------------------------------------------------------------

    \4\ Applicants represent that each Investing Fund will represent
in the Participation Agreement that no insurance company sponsoring
a registered separate account funding variable insurance contracts
will be permitted to invest in the Investing Fund unless the
insurance company has certified to the Investing Fund that the
aggregate of all fees and charges associated with each contract that
invests in the Investing Fund, including fees and charges at the
separate account, Investing Fund, and Fund levels, will be
reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by the insurance
company.
---------------------------------------------------------------------------

    6. Applicants submit that the proposed arrangement will not create
an overly complex fund structure. Applicants propose condition 12 to
ensure that the proposed structure will not result in unnecessary
complexity. Further, the Participation Agreement will require each
Investing Fund that exceeds the 5% or 10% limitation in section
12(d)(1)(A)(ii) and (iii) of the Act to disclose in its prospectus that
it may invest in registered investment companies, and to disclose, in
``plain English,'' in its prospectus the unique characteristics of the
Investing Fund investing in registered investment companies, including
but not limited to the expense structure and any additional expenses of
investing in registered investment companies. Each Investing Fund also
will comply with the disclosure requirements set forth in Investment
Company Act Release No. 27399 (June 20, 2006).
    7. Applicants also note that a Fund may choose to reject any
investment by an Investing Fund. The prospectus of each Fund discloses
that the Fund may choose to reject a purchase order at the discretion
of the Fund.

B. Section 17(a)

    1. Section 17(a) of the Act generally prohibits sales or purchases
of securities between a registered investment company and any
affiliated person of the company. Section 2(a)(3) of the Act defines an
``affiliated person'' of another person to include any person 5% or
more of whose outstanding voting securities are directly or indirectly
owned, controlled, or held with power to vote by the other person.
Applicants seek relief from section 17(a) to permit a Fund that is an
affiliated person of an Investing Fund because the Investing Fund holds
5% or more of the Fund's shares to sell its shares to and redeem its
shares from an Investing Fund.\5\
---------------------------------------------------------------------------

    \5\ Applicants acknowledge that receipt of any compensation by
(a) an affiliated person of an Investing Fund, or an affiliated
person of such person, for the purchase by the Investing Fund of
shares of a Fund or (b) an affiliated person of a Fund, or an
affiliated person of such person, for the sale by the Fund of its
shares to an Investing Fund is subject to section 17(e) of the Act.
The Participation Agreement also will include this acknowledgment.
---------------------------------------------------------------------------

    2. Section 17(b) of the Act authorizes the Commission to grant an
order permitting a transaction otherwise prohibited by section 17(a) if
it finds that (a) the terms of the proposed transaction are fair and
reasonable and do not involve overreaching on the part of any person
concerned, (b) the proposed transaction is consistent with the policies
of each registered investment company involved, and (c) the proposed
transaction is consistent with the general purposes of the Act. Section
6(c) of the Act permits the Commission to exempt any person or
transactions from any provision of the Act if such exemption is
necessary or appropriate in the public interest and consistent with the
protection of investors and the purposes fairly intended by the policy
and provisions of the Act. Applicants submit that the proposed
arrangement satisfies the standards for relief under sections 17(b) and
6(c) of the Act.
    3. Applicants believe that any proposed transactions directly
between Funds and the Investing Funds will be consistent with the
policies of each Fund and Investing Fund. The Participation Agreement
will require any Investing Fund that purchases shares from a Fund to
represent that the purchase of shares from the Fund by an Investing
Fund will be accomplished in compliance with the investment
restrictions of the Investing Fund and will be consistent with the
investment policies set forth in the Investing Fund's registration
statement.
    4. Applicants also state that the terms of the arrangement are fair
and reasonable and do not involve overreaching. Applicants note that
all shares of the Funds sold and redeemed by the Funds will be sold and
redeemed at net asset value as required by rule 22c-1 under the Act,
without regard to the identity of the purchasing or redeeming investor.
Applicants state that the proposed arrangement will be consistent with
the policies of each Investing Fund and Fund and with the general
purposes of the Act.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will
be subject to the following conditions:
    1. The members of the Investing Fund Advisory Group will not
control (individually or in the aggregate) a Fund within the meaning of
section 2(a)(9) of the Act. The members of the Subadviser Group will
not control (individually or in the aggregate) a Fund within the
meaning of section 2(a)(9) of the Act. If, as a result of a decrease in
the outstanding voting securities of a Fund, the Investing Fund
Advisory Group or the Subadviser Group, each in the aggregate, becomes
a holder of more than 25% of the outstanding voting securities of a
Fund, it (except for any member of the Investing Fund Advisory Group or
Subadviser Group that is a separate account) will vote its shares of

the Fund in the same proportion as the vote of all other holders of the
Fund's shares. This condition does not apply to the Subadviser Group
with respect to a Fund for which the Subadviser or a person
controlling, controlled by, or under common control with the Subadviser
acts as the investment adviser within the meaning of section
2(a)(20)(A) of the Act. A registered separate account will seek voting
instructions from its contract holders and will vote its shares in
accordance with the instructions received and will vote those shares
for which no instructions were received in the same proportion as the
shares for which instructions were received. An unregistered separate
account will either (a) vote its shares of the Fund in the same
proportion as the vote of all other holders of the Fund's shares, or
(b) seek voting instructions from its contract holders and vote its
shares in accordance with the instructions received and vote those
shares for which no instructions were received in the same proportion
as the shares for which instructions were received.
    2. No Investing Fund or Investing Fund Affiliate will cause any
existing or potential investment by the Investing Fund in shares of a
Fund to influence the terms of any services or transactions between the
Investing Fund or an Investing Fund Affiliate and the Fund or a Fund
Affiliate.
    3. The board of directors or trustees of an Investing Company,
including a majority of the Disinterested Trustees, will adopt
procedures reasonably designed to assure that the Investing Fund
Adviser and any Subadviser are conducting the investment program of the
Investing Company without taking into account any consideration
received by the Investing Company or an Investing Fund Affiliate from a
Fund or a Fund Affiliate in connection with any services or
transactions.
    4. Once an investment by an Investing Fund in the securities of a
Fund exceeds the limit in section 12(d)(1)(A)(i) of the Act, the board
of trustees of the Fund (``Board''), including a majority of the
Disinterested Trustees, will determine that any consideration paid by
the Fund to an Investing Fund or an Investing Fund Affiliate in
connection with any services or transactions (a) is fair and reasonable
in relation to the nature and quality of the services and benefits
received by the Fund, (b) is within the range of consideration that the
Fund would be required to pay to another unaffiliated entity in
connection with the same services or transactions, and (c) does not
involve overreaching on the part of any person concerned. This
condition does not apply with respect to any services or transactions
between a Fund and its investment adviser(s), or any person
controlling, controlled by, or under common control with such
investment adviser(s).
    5. No Investing Fund or Investing Fund Affiliate (except to the
extent it is acting in its capacity as an investment adviser to a Fund)
will cause a Fund to purchase a security in any Affiliated
Underwriting.
    6. The Board of a Fund, including a majority of the Disinterested
Trustees, will adopt procedures reasonably designed to monitor any
purchases of securities by the Fund in an Affiliated Underwriting once
an investment by an Investing Fund in the securities of the Fund
exceeds the limit in section 12(d)(1)(A)(i) of the Act, including any
purchases made directly from an Underwriting Affiliate. The Board of
the Fund will review these purchases periodically, but no less
frequently than annually, to determine whether the purchases were
influenced by the investment by the Investing Fund in the Fund. The
Board of the Fund will consider, among other things, (a) whether the
purchases were consistent with the investment objectives and policies
of the Fund, (b) how the performance of securities purchased in an
Affiliated Underwriting compares to the performance of comparable
securities purchased during a comparable period of time in
underwritings other than Affiliated Underwritings or to a benchmark
such as a comparable market index, and (c) whether the amount of
securities purchased by the Fund in Affiliated Underwritings and the
amount purchased directly from an Underwriting Affiliate have changed
significantly from prior years. The Board of the Fund will take any
appropriate actions based on its review, including, if appropriate, the
institution of procedures designed to assure that purchases of
securities in Affiliated Underwritings are in the best interests of
shareholders.
    7. The Fund will maintain and preserve permanently in an easily
accessible place a written copy of the procedures described in the
preceding condition, and any modifications to such procedures, and will
maintain and preserve for a period of not less than six years from the
end of the fiscal year in which any purchase in an Affiliated
Underwriting occurred, the first two years in an easily accessible
place, a written record of each purchase of securities in Affiliated
Underwritings once an investment by an Investing Fund in the securities
of the Fund exceeds the limit in section 12(d)(1)(A)(i) of the Act,
setting forth from whom the securities were acquired, the identity of
the underwriting syndicate's members, the terms of the purchase, and
the information or materials upon which the determinations of the Board
of the Fund were made.
    8. Before investing in a Fund in excess of the limits in section
12(d)(1)(A) of the Act, the Investing Fund and the Fund will execute a
Participation Agreement stating without limitation that their boards of
directors or trustees and their investment advisers, or the Sponsor and
Trustee, as applicable, understand the terms and conditions of the
order and agree to fulfill their responsibilities under the order. At
the time of its investment in shares of a Fund in excess of the limit
in section 12(d)(1)(A)(i), an Investing Fund will notify the Fund of
the investment. At such time, the Investing Fund will also transmit to
the Fund a list of the names of each Investing Fund Affiliate and
Underwriting Affiliate. The Investing Fund will notify the Fund of any
changes to the list of the names as soon as reasonably practicable
after a change occurs. The Fund and the Investing Fund will maintain
and preserve a copy of the order, the Participation Agreement and the
list with any updated information for the duration of the investment
and for a period of not less than six years thereafter, the first two
years in an easily accessible place.
    9. Before approving any advisory contract under section 15 of the
Act, the board of directors or trustees of each Investing Company,
including a majority of the Disinterested Trustees, will find that the
advisory fees charged under such advisory contract are based on
services provided that will be in addition to, rather than duplicative
of, the services provided under the advisory contract(s) of any Fund in
which the Investing Company may invest. These findings and their basis
will be recorded fully in the minute books of the appropriate Investing
Company.
    10. An Investing Fund Adviser, Sponsor or Trustee, as applicable,
will waive fees otherwise payable to it by the Investing Fund in an
amount at least equal to any compensation (including fees from any plan
adopted by a Fund under rule 12b-1 under the Act) received from a Fund
by the Investing Fund Adviser, Sponsor or Trustee, or an affiliated
person thereof, other than any advisory fees paid to the Investing Fund
Adviser, Sponsor or Trustee, or an affiliated person thereof, by a Fund
in

connection with the investment by the Investing Fund in the Fund. Any
Subadviser will waive fees otherwise payable to the Subadviser,
directly or indirectly, by the Investing Company in an amount at least
equal to any compensation received from a Fund by the Subadviser, or an
affiliated person thereof, other than any advisory fees paid to the
Subadviser or its affiliated person by a Fund, in connection with the
investment by the Investing Company in the Fund made at the direction
of the Subadviser. In the event that the Subadviser waives fees, the
benefit of the waiver will be passed through to the Investing Company.
    11. With respect to registered separate accounts that invest in any
Investing Fund, no sales load will be charged at the Investing Fund
level or at the Fund level. Other sales charges and service fees, as
defined in Rule 2830, if any, will only be charged at the Investing
Fund level or at the Fund level, not both. With respect to other
investments in an Investing Fund, any sales charges and/or service fees
charged with respect to shares of the Investing Fund will not exceed
the limits applicable to a fund of funds as set forth in Rule 2830.
    12. No Fund will acquire securities of any investment company or
company relying on section 3(c)(1) or 3(c)(7) of the Act in excess of
the limits contained in section 12(d)(1)(A) of the Act, except to the
extent permitted by section 12(d)(1)(E) of the Act or exemptive relief
from the Commission permitting the Fund to purchase shares of an
affiliated money market fund for short-term cash management purposes.

    For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-21694 Filed 11-5-07; 8:45 am]

BILLING CODE 8011-01-P


[Federal Register Volume 82, Number 239 (Thursday, December 14, 2017)]
[Rules and Regulations]
[Pages 58745-58747]
[FR Doc No: 2017-26894]

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

40 CFR Part 52

[EPA-R10-OAR-2017-0677; FRL-9971-88-Region 10]

Finding of Failure To Submit a Section 110 State Implementation
Plan for Interstate Transport for the 2012 Annual National Ambient Air
Quality Standards for Fine Particles

AGENCY: Environmental Protection Agency (EPA).

ACTION: Final rule.

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

SUMMARY: The Environmental Protection Agency (EPA) is taking final
action finding that Washington State failed to submit an infrastructure
State Implementation Plan (SIP) to satisfy certain interstate transport
requirements of the Clean Air Act (CAA) with respect to the 2012 annual
fine particles (PM2.5) national ambient air quality standard
(NAAQS). Specifically, these requirements pertain to significant
contribution to nonattainment, or interference with maintenance, of the
2012 annual PM2.5 NAAQS in other states. This finding of
failure to submit establishes a 2-year deadline for the EPA to
promulgate a Federal Implementation Plan (FIP) to address the
interstate transport SIP requirements pertaining to significant
contribution to nonattainment and interference with maintenance unless,
prior to the EPA promulgating a FIP, the state submits, and the EPA
approves, a SIP that meets these requirements.

DATES: This final rule is effective on January 16, 2018.

ADDRESSES: The EPA has established a docket for this action under
Docket ID No. EPA-R10-OAR-2017-0677. All documents in the dockets are
listed on http://www.regulations.gov. Although listed in the index,
some information is not publicly available, e.g., Confidential Business
Information (CBI) or other information whose disclosure is restricted
by statute. Certain other material, such as copyrighted material, will
be publicly available only in hard copy. Publicly-available docket
materials are available at http://www.regulations.gov or in hard copy
at the EPA Region 10, Office of Air and Waste, 1200 Sixth Avenue,
Seattle, Washington, 98101. The EPA requests that if at all possible,
you contact the individuals listed in the FOR FURTHER INFORMATION
CONTACT section to view the hard copy of the docket. You may view the
hard copy of the docket Monday through Friday, 8:00 a.m. to 4:00 p.m.,
excluding Federal holidays.

FOR FURTHER INFORMATION CONTACT: Jeff Hunt, Air Planning Unit, Office
of Air and Waste (OAW-150), EPA, Region 10, 1200 Sixth Ave., Suite 900,
Seattle, Washington 98101;<PHONE_NUMBER>; [email protected].

SUPPLEMENTARY INFORMATION:

Table of Contents

I. General Information
II. Background and Overview
III. Finding of Failure To Submit for Washington State
IV. Environmental Justice Considerations
V. Statutory and Executive Order Reviews

I. General Information

A. Notice and Comment Under the Administrative Procedures Act (APA)

    Section 553 of the APA, 5 U.S.C. 553(b)(3)(B), provides that, when
an agency for good cause finds that notice and public procedure are
impracticable, unnecessary or contrary to the public interest, the
agency may issue a rule without providing notice and an opportunity for
public comment. The EPA has determined that there is good cause for
making this rule final without prior proposal and opportunity for
comment because no significant EPA judgment is involved in making a
finding of failure to submit SIPs, or elements of SIPs, required by the
CAA, where states have made no submissions or incomplete submissions,
to meet the requirement. Thus, notice and public procedure are
unnecessary. The EPA finds that this constitutes good cause under 5
U.S.C. 553(b)(3)(B).

B. How is the Preamble organized?

II. Background and Overview

A. Interstate Transport SIPs

    CAA section 110(a) imposes an obligation upon states to submit SIPs
that provide for the implementation, maintenance and enforcement of a
new or revised NAAQS within 3 years following the promulgation of that
NAAQS. Section 110(a)(2) lists specific requirements that states must
meet in these SIP submissions, as applicable. The EPA refers to this
type of SIP submission as the ``infrastructure'' SIP because it ensures
that states can implement, maintain and enforce the air standards.
Within these requirements, section 110(a)(2)(D)(i) contains
requirements to address interstate transport of NAAQS pollutants. A SIP
revision submitted for this sub-section is referred to as an
``interstate transport SIP.'' In turn, section 110(a)(2)(D)(i)(I)
requires that such a plan contain adequate provisions to prohibit
emissions from the state that will contribute significantly to
nonattainment of the NAAQS in any other state (``prong 1'') or
interfere with maintenance of the NAAQS in any other state (``prong
2''). Interstate transport prongs 1 and 2, also called the ``good
neighbor'' provisions, are the requirements relevant to this finding.
    Pursuant to CAA section 110(k)(1)(B), the EPA must determine no
later than 6 months after the date by which a state is required to
submit a SIP whether a state has made a submission that meets the
minimum completeness criteria established per section 110(k)(1)(A). The
EPA refers to the determination that a state has not submitted a SIP
submission that meets the minimum completeness criteria as a ``finding
of failure to submit.'' If the EPA finds a state has failed to submit a
SIP to meet its statutory obligation to address section
110(a)(2)(D)(i)(I), pursuant to section 110(c)(1) the EPA has not only
the authority, but the obligation, to promulgate a FIP within 2 years
to address the CAA requirement. This finding therefore starts a 2-year
clock for promulgation by the EPA of a FIP, in accordance with section
110(c)(1), unless prior to such promulgation the state submits, and the
EPA approves, a submittal from the state to meet the requirements of
section 110(a)(2)(D)(i)(I) for the 2012 annual PM2.5 NAAQS.
The EPA will work with the state subject to this finding of failure to
submit and provide assistance as necessary to help the state develop an
approvable submittal in a timely manner. The EPA notes this action does
not start a mandatory sanctions clock pursuant to CAA section 179
because this finding of failure to submit does not pertain to a part D
plan for nonattainment areas required under section 110(a)(2)(I) or a
SIP call pursuant section 110(k)(5).

B. Background on the 2012 Annual PM2.5 NAAQS

    On December 14, 2012, the EPA promulgated a revised primary annual
PM2.5 NAAQS to provide increased protection of public health
and welfare from fine particle pollution.\1\ In that action, the EPA
revised the primary annual PM2.5 standard, strengthening it
from 15.0 micrograms per cubic meter ([mu]g/m\3\) to 12.0 [mu]g/m\3\,
which is attained when the 3-year average of the annual arithmetic
means does not exceed 12.0 [mu]g/m\3\. Infrastructure SIPs addressing
the revised standard were due on December 14, 2015.
---------------------------------------------------------------------------

    \1\ 78 FR 3086; January 15, 2013.
---------------------------------------------------------------------------

III. Finding of Failure To Submit for Washington State

    To date, Washington State has not submitted a good neighbor SIP for
the 2012 annual PM2.5 NAAQS. Accordingly, the EPA is issuing
a finding that Washington State has failed to submit a SIP addressing
the requirements of section 110(a)(2)(D)(i)(I) of the CAA, 42 U.S.C.
7410(a)(2)(D)(i)(I) (prongs 1-2), for the 2012 annual PM2.5
NAAQS.

IV. Environmental Justice Considerations

    This notice is making a procedural finding that Washington State
has failed to submit a SIP to address CAA section 110(a)(2)(D)(i)(I)
for the 2012 annual PM2.5 NAAQS. The EPA did not conduct an
environmental analysis for this rule because this rule would not
directly affect the air emissions from particular sources. Because this
rule will not directly affect the air emissions from particular
sources, it does not affect the level of protection provided to human
health or the environment. Therefore, this action will not have
potential disproportionately high and adverse human health or
environmental effects on minority, low-income or indigenous
populations.

V. Statutory and Executive Order Reviews

A. Executive Order 12866: Regulatory Planning and Review and Executive
Order 13563: Improving Regulation and Regulatory Review

    This action is not a significant regulatory action and was
therefore not submitted to the Office of Management and Budget (OMB)
for review.

B. Executive Order 13771: Reducing Regulations and Controlling
Regulatory Costs

    This action is not an Executive Order 13771 regulatory action
because it is not a significant regulatory action under Executive Order
12866.

C. Paperwork Reduction Act (PRA)

    This action does not impose an information collection burden under
the provisions of the PRA, 44 U.S.C. 3501 et seq. This final rule does
not establish any new information collection requirement apart from
what is already required by law.

D. Regulatory Flexibility Act (RFA)

    This action is not subject to the RFA. The RFA applies only to
rules subject to notice and comment rulemaking requirements under the
APA, 5 U.S.C. 553, or any other statute. This rule is not subject to
notice and comment requirements because the agency has invoked the APA
``good cause'' exemption under 5 U.S.C. 553(b).

E. Unfunded Mandates Reform Act of 1995 (UMRA)

    This action does not contain any unfunded mandate as described in
UMRA, 2 U.S.C. 1531-1538, and does not significantly or uniquely affect
small governments. The action implements mandates specifically and
explicitly set forth in the CAA under section 110(a) without the
exercise of any policy discretion by the EPA.

F. Executive Order 13132: Federalism

    This action does not have federalism implications. It will not have
substantial direct effects on the states, on the relationship between
the national government and the states, or on the distribution of power
and responsibilities among the various levels of government.

G. Executive Order 13175: Consultation and Coordination With Indian
Tribal Governments

    This action does not have tribal implications as specified in
Executive Order 13175. This rule responds to the requirement in the CAA
for states to submit SIPs under section 110(a) to address CAA section
110(a)(2)(D)(i)(I) for the 2012 annual PM2.5 NAAQS. No tribe
is subject to the requirement to submit an implementation plan under
section 110(a) within 3 years of promulgation of a new or revised
NAAQS. Thus, Executive Order 13175 does not apply to this action.

H. Executive Order 13045: Protection of Children From Environmental
Health and Safety Risks

    The EPA interprets Executive Order 13045 as applying only to those
regulatory actions that concern environmental health or safety risks
that the EPA has reason to believe may disproportionately affect
children, per the definition of ``covered regulatory action'' in
section 2-202 of the Executive Order. This action is not subject to
Executive Order 13045 because it does not concern an environmental
health risk or safety risk.

I. Executive Order 13211: Actions That Significantly Affect Energy
Supply, Distribution or Use

    This action is not subject to Executive Order 13211, because it is
not a significant regulatory action under Executive Order 12866.

J. National Technology Transfer and Advancement Act

    This rulemaking does not involve technical standards.

K. Executive Order 12898: Federal Actions To Address Environmental
Justice in Minority Populations and Low-Income Populations

    The EPA believes the human health or environmental risk addressed
by this action will not have potential disproportionately high and
adverse human health or environmental effects on minority, low-income
or indigenous populations because it does not affect the level of
protection provided to human health or the environment. The EPA's
evaluation of environmental justice considerations is contained in
section IV of this document.

L. Congressional Review Act (CRA)

    This action is subject to the CRA, and the EPA will submit a rule
report to each House of the Congress and to the Comptroller General of
the United States. This action is not a ``major rule'' as defined by 5
U.S.C. 804(2).

M. Petitions for Judicial Review

    Under section 307(b)(1) of the CAA, petitions for judicial review
of this action must be filed in the United States Court of Appeals for
the appropriate circuit by February 12, 2018. Filing a petition for
reconsideration by the Administrator of this final rule does not affect
the finality of this rule for the purposes of judicial review nor does
it extend the time within which a petition for judicial review may be
filed, and shall not postpone the effectiveness of such rule or action.
This action may not be challenged later in proceedings to

enforce its requirements (see section 307(b)(2)).

List of Subjects in 40 CFR Part 52

    Environmental protection, Air pollution control, Incorporation by
reference, Intergovernmental relations, Interstate transport,
Particulate matter, Reporting and recordkeeping requirements.

    Authority: 42 U.S.C. 7401 et seq.

    Dated: November 30, 2017.
Michelle L. Pirzadeh,
Acting Regional Administrator, Region 10.
[FR Doc. 2017-26894 Filed 12-13-17; 8:45 am]
BILLING CODE 6560-50-P


PAPERWORK REDUCTION ACT SUBMISSION Please read the instructions before completing this form. For additional forms or assistance in completing this form, contact your agency's Paperwork Clearance Officer. Send two copies of this form, the collection instrument to be reviewed, the Supporting Statement and any additional documentation to: Office of Information and Regulatory Affairs, Office of Management and Budget, Docket Library, Room 10102, 725 17th Street NW Washington, DC 20503.

1. Agency/ Subagency originating request U. S. EPA, Office of Administration and Resources Management, Office of Acquisition Management 2. OMB control number b. G None a. 2030 0005 __ __ __ __

3. Type of information collection ( check one) a. G New collection b. G Revision of a currently approved collection c. X Extension of a currently approved collection d. G Reinstatement, without change, of a previously approved collection for which approval has expired e. G Reinstatement, with change, of a previously approved collection for which approval has expired f. G Existing collection in use without an OMB control number 4. Type of review requested ( check one) a. X Regular b. G Emergency  Approval requested by: / / c. G Delegated 5. Small entities Will this information collection have a significant economic impact on a substantial number of small entities? G Yes X No For b f, note item A2 of Supporting Statement Instructions 6. Requested expiration date a. X Three years from approval date b. G Other Specify: / /___

7. Title Monthly Progress Reports 8. Agency form number( s) ( If applicable) EPA ICR No. 1039.09 9. Keywords Procurement, Government 10. Abstract Agency contractors with cost reimbursable, time and material, labor hour, or indefinite quantity/ indefinite delivery fixed rate contracts report the technical and financial progress of the contract on a monthly basis. EPA uses this information to monitor the contractor's progress under the contract.

11. Affected public ( Mark primary with " P" and all others that apply with " X")

a. Individuals or households d. Farms b. P Business or other for profit e. Federal Government c. X Not for profit institutions f. State, Local or Tribal Government 12. Obligation to respond ( Mark primary with " P" and all others that apply with " X")

a. G Voluntary b. X Required to obtain or retain benefits c. G Mandatory 13. Annual reporting and recordkeeping hour burden a. Number of respondents 407 b. Total annual responses 4884 1. Percentage of these responses collected electronically 0 % c. Total hours requested 177,045 d. Current OMB inventory 205,368 e. Difference ( 28,323) f. Explanation of difference 1. Program Change 0 2. Adjustment ( 28,323) 14. Annual reporting and recordkeeping cost burden ( in thousands of dollars) a. Total annualized capital/ startup costs $ 0 b. Total annual costs ( O& M) $ 49 c. Total annualized cost requested $ 49 d. Current OMB inventory $ 71 e. Difference ($ 22) f. Explanation of difference 1. Program change $ 0 2. Adjustment ($ 22)

15. Purpose of information collection ( Mark Primary With " P" and all others that apply with " X") a. P Application for benefits e. __ Program planning or management b. __ Program evaluation f. __ Research c. __ General purpose statistics g. __ Regulatory or compliance d. X Audit 16. Frequency of recordkeeping or reporting ( check all that apply) a. X Recordkeeping b. Q Third party disclosure c. X Reporting 1. Q On occasion 2. Q Weekly 3. X Monthly 4. Q Quarterly 5. Q Semi annually 6. Q Annually 7. Q Biannually 8. Other ( describe)

17. Statistical methods Does this information collection employ statistical methods?

Q Yes X No 18. Agency contact ( person who can best answer questions regarding the content of this submission) Name: Leigh Pomponio Phone: ( 202) 564 4364 OMB 83 I 10/ 95


----- Original Message -----

  From: "King, Heidi R."<EMAIL_ADDRESS>   Sent: 03/04/2008 07:14 PM EST

  To: Lydia Wegman

  Subject: EO mtg 3/3/08 on O3 NAAQS

Good evening, Lydia,

Art asked me to share the list of attendees posted at Monday's EO 12866 mtg on O3 NAAQS.  The meeting is also recorded at http://www.whitehouse.gov/omb/oira/2000/meetings/707.html

Best regards,

heidi

Art Fraas 	OIRA/OMB

Deborah Shprentz 	. 	American Lung Association

Casey Vermeulen 	Physicians for Social Responsibility

John Walke 	NRDC

Janice Nolen 	American Lung

Cindy Pellegrini 	Amer. Acad. of Pediatrics

Gary Ewart 	American Thoracic Society

John Balbey 	EDF

Kevin Neyland 	OMB/OIRA

Heidi King 	OMB/OIRA

Erika Sasser 	EPA