[Federal Register: March 21, 2008 (Volume 73, Number 56)]
[Notices]
[Page 15230-15236]
[DOCID:fr21mr08-116]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57514; File No. SR-Amex-2008-02]

Self-Regulatory Organizations; American Stock Exchange LLC;
Notice of Filing of Amendment No. 2 to Proposed Rule Change and Order
Granting Accelerated Approval of Such Proposed Rule Change, as Modified
by Amendment Nos. 1 and 2 Thereto, Relating to Rules Permitting the
Listing and Trading of Managed Fund Shares, Fees Applicable to Such
Managed Fund Shares, and the Listing and Trading of Shares of the Bear
Stearns Current Yield Fund

 March 17, 2008.

I. Introduction

    On February 7, 2008, the American Stock Exchange, LLC (``Amex'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'')\1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change seeking to: (1) Adopt new Amex Rules 1000B, 1001B,
1002B, and 1003B to permit the listing and trading of securities
(``Managed Fund Shares'') issued by an actively managed, open-end
investment management company; (2) list and trade the shares
(``Shares'') of the Bear Stearns Current Yield Fund (``Fund''), an
investment portfolio of the Bear Stearns Active ETF Trust (``Trust''),
pursuant to those rules; and (3) amend its original listing and annual
listing fees to include Managed Fund Shares and make certain other
changes. The proposed rule change was published for comment in the
Federal Register on February 14, 2008.\3\ On February 20, 2008, the
Exchange filed Amendment No. 1 to the proposed rule change.\4\ On March
14, 2008, the Exchange filed Amendment No. 2 to the proposed rule
change.\5\ The Commission received no comments regarding the proposal.
This order provides notice and solicits comments from interested
persons regarding Amendment No. 2 to the proposed rule change and
approves the proposed rule change, as modified by Amendment Nos. 1 and
2 thereto, on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 57297 (February 8,
2008), 73 FR 8723 (``Notice'').
    \4\ In Amendment No. 1, Amex made several clarifying corrections
to the definitions of ``Disclosed Portfolio'' and ``Portfolio
Indicative Value'' and conforming changes to Form 19b-4 and Exhibit
1 thereto to account for such corrections. Because Amendment No. 1
to the proposed rule change is technical in nature, it is not
subject to notice and comment.
    \5\ In Amendment No. 2, Amex added Commentary .06 to proposed
Amex Rule 1000B which would require: (1) the investment adviser to
the Investment Company (as defined herein) issuing Managed Fund
Shares to erect a ``firewall'' around personnel who have access to
information concerning the composition and/or changes to the
Investment Company portfolio; and (2) personnel who make decisions
on the Investment Company's portfolio composition to be subject to
procedures designed to prevent the use and dissemination of material
non-public information regarding the applicable Investment Company
portfolio. In addition, Amex provided a representation describing
the ethical and fiduciary requirements under the Investment Advisers
Act of 1940 (``Advisers Act''), as they apply to Bear Stearns Asset
Management, Inc., the investment adviser of the Fund.
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II. Description of the Proposal

    The Exchange proposes to add new Amex Rules 1000B, 1001B, 1002B,
and 1003B to permit the listing and trading of Managed Fund Shares.
Pursuant to these new rules, the Exchange proposes to list and trade
the Shares. Amex states that the Shares will conform to the initial and
continued listing criteria under proposed Amex Rules 1000B, 1001B, and
1002B. The Exchange also proposes to amend its original listing and
annual listing fees in Sections 140 and 141 of the Amex Company Guide
to include Managed Fund Shares and make certain other technical and
conforming changes in the Amex rules to incorporate references to the
new Amex rules proposed herein.

Proposed Listing Rules

    Proposed new Amex Rules 1000B, 1001B (for initial listing), and
1002B (for continued listing) define and establish listing standards
for Managed Fund Shares. Proposed Amex Rule 1000B(b) sets forth the
relevant definitions. In particular, proposed Amex Rule 1000B(b)(1)
defines ``Managed Fund Share'' as a security that: (a) Represents an
interest in a registered investment company (``Investment Company''),
organized as an open-end management investment company or similar
entity, that invests in a portfolio of securities selected by the
Investment Company's investment adviser consistent with the

Investment Company's investment objectives and policies; (b) is issued
in a specified aggregate minimum number in return for a deposit of a
specified portfolio of securities and/or a cash amount with a value
equal to the next determined net asset value (``NAV''); and (c) when
aggregated in the same specified minimum number, may be redeemed at a
holder's request for a specified portfolio of securities and/or cash
with a value equal to the next determined NAV.
    Proposed Amex Rule 1000B(b)(2) defines Disclosed Portfolio as the
securities and other assets in the Investment Company portfolio that
will form the basis for the Investment Company's calculation of its
NAV. The term ``Portfolio Indicative Value,'' set forth in proposed
Amex Rule 1000B(b)(3), is defined as the estimated indicative value of
a Managed Fund Share based on updated information regarding the value
of the securities in the Disclosed Portfolio. Proposed Amex Rule
1000B(b)(4) defines ``Reporting Authority'' to mean the Exchange, a
subsidiary of the Exchange, or an institution or service designated by
the Exchange or its subsidiary as the official source for determining
and reporting the information relating to a series of Managed Fund
Shares, including, but not limited to, the Portfolio Indicative Value,
the Disclosed Portfolio, the amount of any cash distribution to holders
of Managed Fund Shares, NAV, or other information relating to the
issuance, redemption, or trading of Managed Fund Shares.
    Proposed Commentaries .01 through .05 to proposed Amex Rule 1000B
substantially mirror Commentaries .05, .02(j), .06, .08, and .09 to
current Amex Rule 1000A-AEMI, respectively. Specifically, proposed
Commentaries .01(a), (b), (c), and (d) are substantively identical to
Commentaries .05(d), (f), (e), and (c), respectively, to Amex Rule
1000A-AEMI. The proposed Commentary provisions relate to minimum price
variation, hours of trading, listing fees, and surveillance procedures.
In addition, the substance of Commentary .05(a) to Amex Rule 1000A-AEMI
is set forth in proposed Amex Rule 1000B(b)(3) in connection with the
dissemination of information. Proposed Commentary .06 to Amex Rule
1000B is similar to Commentary .02(b)(i) and (iii) to Amex Rule 1000A-
AEMI,\6\ except that the required ``firewall'' to be established around
certain personnel and procedures designed to prevent such personnel
from using and disseminating material non-public information reflect
restricted access and dissemination of the Investment Company's
portfolio, as opposed to an underlying benchmark index, as is the case
with index-based exchange-traded funds (``ETFs'').
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    \6\ See Commentary .02(b)(i) and (iii) to Amex Rule 1000A-AEMI
(providing that: (1) if the index on which a series of Index Fund
Shares is based is maintained by a broker-dealer or fund advisor,
the broker-dealer or fund advisor must erect a ``firewall'' around
the personnel who have access to information concerning changes and
adjustments to the index, and the index must be calculated by a
third party who is not a broker-dealer or fund advisor; and (2) any
advisory committee, supervisory board, or similar entity that
advises a Reporting Authority or that makes decisions on the index
or portfolio composition, methodology, and related matters, must
implement and maintain, or be subject to, procedures designed to
prevent the use and dissemination of material non-public information
regarding the applicable index).
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    Proposed Commentary .02 to Amex Rule 1000B is substantively
identical to existing Commentary .02(j) to Amex Rule 1000A-AEMI, which
relates to international or global portfolio creations/redemptions.
With respect to a Managed Fund Share based on an international or
global portfolio, this provision requires that the statutory prospectus
or the application for exemption from provisions of the Investment
Company Act of 1940 (``1940 Act'') for the series of Managed Fund
Shares state that such series will comply with the federal securities
laws in accepting securities for deposits and satisfying redemptions
with redemption securities, including that the securities accepted for
deposits and the securities used to satisfy redemption requests are
sold in transactions that would be exempt from registration under the
Securities Act of 1933.
    Proposed Commentary .03 to Amex Rule 1000B is substantively
identical to Commentary .06 to Amex Rule 1000A-AEMI in connection with
Exchange obligations for those Managed Fund Shares that receive an
exemption from certain prospectus delivery requirements under Section
24(d) of the 1940 Act. Proposed Commentary .04 to Amex Rule 1000B,
relating to the limitation of entering multiple limit orders by members
and member organizations, is also substantively identical to Commentary
.09 to Amex Rule 1000A-AEMI. Proposed Commentary .05 to Amex Rule 1000B
relating to ``trading ahead'' is substantively identical to Commentary
.09 to Amex Rule 1000A-AEMI. Lastly, proposed Commentary .06 to Amex
Rule 1000B provides that the investment adviser of the Investment
Company must erect a ``firewall'' around its personnel who have access
to information regarding the composition and/or changes to the
Investment Company's portfolio.\7\ In addition, proposed Commentary .06
further requires that personnel who make decisions on the Investment
Company's portfolio composition must be subject to procedures designed
to prevent the use and dissemination of material non-public information
regarding the Investment Company's portfolio.
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    \7\ The Exchange states that an Investment Company's investment
adviser, which is required to be registered under the Advisers Act,
would be subject to the provisions of Rule 204A-1 under the Advisers
Act (17 CFR 275.204A-1) relating to codes of ethics for investment
advisers. Rule 204A-1 requires investment advisers to adopt a code
of ethics that reflects the fiduciary nature of the relationship to
clients as well as compliance with other applicable securities laws.
Accordingly, the Exchange notes that ``firewall'' procedures, as
well as procedures designed to prevent the misuse of non-public
information by an investment adviser, must be consistent with Rule
204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under the
Advisers Act (17 CFR 275.206(4)-7) makes it unlawful for an
investment adviser to provide investment advice to clients, unless
such investment adviser has (i) adopted and implemented written
policies and procedures reasonably designed to prevent violation, by
the investment adviser and its supervised persons, of the Advisers
Act and the rules thereunder; (ii) implemented, at a minimum, an
annual review regarding the adequacy of such policies and procedures
and the effectiveness of their implementation; and (iii) designated
an individual (who is a supervised person) responsible for
administering such policies and procedures. See also Section 204A of
the Advisers Act (15 U.S.C. 80b-4a) (requiring investment advisers
to establish, maintain, and enforce written policies and procedures
reasonably designed to prevent the misuse of material, non-public
information by such investment adviser or any person associated with
such investment adviser).
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    With respect to the initial listing standards for Managed Fund
Shares, proposed Amex Rule 1001B(i) provides that the Exchange will
establish a minimum number of shares outstanding at the time of
commencement of trading. In addition, proposed Amex Rule 1001B(ii)
requires that the Exchange obtain a representation from the issuer of
each series of Managed Fund Shares that the NAV per share for the
series will be calculated daily and that the NAV and the Disclosed
Portfolio will be made available to all market participants at the same
time. Proposed Commentary .01 to Amex Rule 1001B specifically provides
that each series of Managed Fund Shares, prior to listing and/or
trading, is required to submit for Commission review and approval, a
proposed rule change pursuant to Section 19(b) of the Act. Accordingly,
each series of Managed Fund Shares will require Commission review and
approval prior to listing and trading.
    The proposed continued listing criteria set forth in proposed Amex
Rule 1002B(iii) provides for the delisting of the Shares under any of
the following circumstances:

     If, following the initial twelve-month period after
commencement of trading on the Exchange of a series of Managed Fund
Shares, there are fewer than 50 beneficial holders of the series of the
Managed Fund Shares for 30 or more consecutive trading days;
     If the value of the Portfolio Indicative Value is no
longer calculated or available, or the Disclosed Portfolio is not made
available to all market participants at the same time;
     If the Trust has not filed, on a timely basis, any
required filings with the Commission, or if the Exchange becomes aware
that the Trust is not in compliance with the conditions of any
exemptive order or no-action relief granted by the Commission to or
otherwise applicable to the Trust; or
     If such other event shall occur or condition exists which,
in the opinion of the Exchange, makes further dealings of the Managed
Fund Shares on the Exchange inadvisable.
    Proposed Amex Rule 1002B also sets forth the continued listing
criteria relating to the Portfolio Indicative Value and the Disclosed
Portfolio. Specifically, proposed Amex Rule 1002B(i) requires that the
Portfolio Indicative Value for a Managed Fund Share be widely
disseminated by one or more major market data vendors at least every 15
seconds during the time the Managed Fund Shares are traded on the
Exchange. Proposed Amex Rule 1002B(ii)(a) provides that the Disclosed
Portfolio be disseminated at least once daily to all market
participants at the same time. Further, proposed Amex Rule 1002B(ii)(b)
requires that the Reporting Authority for the Disclosed Portfolio
implement and maintain, or be subject to, ``firewall'' procedures
designed to prevent the use and dissemination of material, non-public
information regarding the actual components of the Disclosed Portfolio.
    Pursuant to proposed Amex Rule 1002B(iv), the Exchange will halt
trading under the following circumstances:
     If the circuit breaker parameters of Amex Rule 117 have
been reached, the Exchange will halt trading in a series of Managed
Fund Shares.
     If the Portfolio Indicative Value of the Managed Fund
Shares is not being disseminated as required, the Exchange may halt
trading during the day in which the interruption to the dissemination
of the Portfolio Indicative Value occurs. If the interruption to the
dissemination of the Portfolio Indicative Value persists past the
trading day in which it occurred, the Exchange will halt trading no
later than the beginning of the trading day following the interruption.
     If a series of Managed Fund Shares is trading on the
Exchange pursuant to unlisted trading privileges, the Exchange will
halt trading in that series if the primary listing market halts trading
in that series of Managed Fund Shares because the Portfolio Indicative
Value applicable to that series of Managed Fund Shares is not being
disseminated as required.
     If the Exchange becomes aware that the NAV or Disclosed
Portfolio related to a series of Managed Fund Shares is not being
disseminated to all market participants at the same time, the Exchange
will halt trading in such Managed Fund Shares. The Exchange may resume
trading in the Managed Fund Shares only when the NAV or Disclosed
Portfolio is disseminated to all market participants at the same time.
     Finally, in exercising its discretion to halt or suspend
trading in Managed Fund Shares, the Exchange may consider factors such
as those set forth in Amex Rule 918C(b), in addition to other factors
that may be relevant.
    Proposed Amex Rule 1003B would limit Exchange liability in
connection with potential claims, damages, losses, or expenses
regarding a Managed Fund Share. The Exchange states that proposed Amex
Rule 1003B is substantially similar to current Amex Rule 1003A.

Original and Annual Listing Fees

    The Exchange seeks to amend its rules relating to listing fees to
include Managed Fund Shares. As proposed, Amex's original listing fee
applicable to the listing of series of Managed Fund Shares will be
$5,000, but may be deferred, waived, or rebated upon transfer to Amex
from another marketplace. In addition, the annual listing fee
applicable under Section 141 of the Amex Company Guide will be based
upon the year-end aggregate number of Shares outstanding at the end of
each calendar year. In connection with Section 140 of the Company
Guide, the Exchange proposes to make a technical revision so that
``Trust Units'' are also included among the types of securities whose
initial listing fees may be deferred, waived, or rebated upon transfer
to Amex from another marketplace.

Description of the Fund

    The Fund, an exchange-traded fund, is the sole investment portfolio
of the Trust. The Trust is organized as a Delaware statutory trust and
is an open-end fund registered under the 1940 Act.\8\ The investment
objective of the Fund is to seek as high a level of current income as
is consistent with the preservation of capital and liquidity. The Fund
will be actively managed by its portfolio manager, who will have
discretion to choose securities for the Fund's portfolio consistent
with the Fund's investment objective.\9\ The Fund's portfolio manager
seeks to attain the Fund's objective by investing primarily in short-
term debt obligations, including U.S. government securities, bank
obligations, corporate debt obligations, mortgage-backed and asset-
backed securities, municipal obligations, foreign bank obligations
(U.S. dollar denominated), foreign corporate debt obligations (U.S.
dollar denominated), repurchase agreements, and reverse repurchase
agreements.
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    \8\ The Exchange states that the Fund is not a ``money market
fund'' and is not subject to certain rules and regulations under the
1940 Act governing money market funds.
    \9\ The Exchange states that the Fund's investment objective may
be changed without shareholder approval upon 30 days' written notice
to shareholders.
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    The Exchange proposes to list and trade the Fund Shares pursuant to
proposed Amex Rules 1000B, 1001B, and 1002B. Amex represents that the
Shares will conform to the initial and continued listing criteria under
such proposed rules.\10\ The Registration Statement, including the
Prospectus and Statement of Additional Information (``SAI''), provides
a detailed description of the Fund including, but not limited to, the
structure of the Fund, cash-only creation and redemption processes,
investment objective and policies, characteristics, tax status, and
distributions.\11\
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    \10\ The Exchange represents that, for initial and/or continued
listing, the Shares must also be in compliance with Section 803 of
the Amex Company Guide and Rule 10A-3 under the Act (17 CFR 240.10A-
3). In addition, the Exchange represents that Bear Stearns Asset
Management, Inc. (``Bear Stearns Asset Management''), the investment
adviser of the Fund, and its related personnel are subject to Rule
204A-1 under the Advisers Act. See supra note 7.
    \11\ See the Trust's Form N-1A/A filed with the Commission on
August 6, 2007 (File Nos. 333-141421 and 811-22038). Additional
information regarding arbitrage opportunities relating to the Shares
can be found in the Notice. See Notice, supra note 3.
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Availability of Information Regarding the Fund and the Shares

    The daily NAV for the Fund will be calculated and disseminated
publicly each Business Day \12\ to all market participants at the same
time. In addition, prior to the opening each Business Day, the Fund
will make

publicly available on its Web site the Disclosed Portfolio, which is
the file of all the portfolio securities held by the Fund and the
quantities thereof, including, as applicable, the specific types and
amounts of short-term debt securities and the amount of cash held in
the portfolio of the Fund, as of the close of business on the prior
Business Day, reflecting all securities bought and sold on such prior
Business Day. \13\ This information will be available to all investors
and market participants at the same time and will form the basis for
the Fund's calculation of NAV as of the close of regular trading on the
Exchange (ordinarily 4 p.m. Eastern Time).
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    \12\ ``Business Day'' is defined as a day in which the Trust
will sell and redeem Creation Units of the Fund.
    \13\ The Exchange states that the Trust will comply with its
obligations to disclose in its SAI its policies and procedures with
respect to the Disclosed Portfolio and state in its Prospectus that
a description of the Fund's policies and procedures is available in
the SAI. See Investment Company Act Release No. 26418 (April 16,
2004), 69 FR 22300 (April 23, 2004).
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    Amex will disseminate at least every 15 seconds during regular Amex
trading hours, through the facilities of the Consolidated Tape
Association (``CTA''), the Portfolio Indicative Value. An independent
pricing service will calculate the Portfolio Indicative Value during
the hours of trading on the Exchange by dividing the ``Estimated Fund
Value'' as of the time of the calculation by the total Shares
outstanding. ``Estimated Fund Value'' is the sum of the estimated
amount of cash held in the Fund's portfolio, the estimated value of the
securities held in the Fund's portfolio, and the estimated amount of
accrued interest, minus the estimated amount of liabilities.\14\
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    \14\ The Exchange states that the methodology used to calculate
the Portfolio Indicative Value for the Fund is similar to those used
by some existing ETFs listed on the Exchange that track fixed-income
securities indices, as well as numerous fixed-income mutual funds.
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    The Web site for the Fund will display the Prospectus, the SAI, and
additional quantitative information that is updated on a daily basis,
including, among other things, the following information, on a per-
Share basis: (a) the prior Business Day's NAV, the reported mid-point
of the bid-ask spread at the time of NAV calculation (``Bid-Ask
Price''), and a calculation of the premium or discount of the Bid-Ask
Price against such NAV; and (b) data in chart format displaying the
frequency distribution of discounts and premiums of the Bid-Ask Price
against the NAV, within appropriate ranges, for each of the four
previous calendar quarters. Amex also intends to disseminate a variety
of data with respect to the Shares on a daily basis, by means of CTA
and Consolidated Quotation High Speed Lines, including quotation and
last sale data, information of the previous day's close with respect to
NAV, and the number of Shares outstanding. In addition, as with other
ETFs, information regarding secondary market prices and volume of the
Shares will be broadly available in real-time throughout the trading
day.

Trading Rules

    The Shares are equity securities subject to Amex rules governing
the trading of equity securities, including, among others, rules
governing priority, parity, and precedence of orders, specialist
responsibilities, account opening, and customer suitability (Amex Rule
411). Trading rules pertaining to odd-lot trading in Amex equities
(Amex Rule 205-AEMI) will also apply. Specialist transactions of the
Shares made in connection with the creation and redemption of Shares
will not be subject to the prohibitions of Rule 190.\15\
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    \15\ Commentary .04 to Amex Rule 190 states that nothing in Rule
190(a) should be construed to restrict a specialist registered in a
security issued by an investment company from purchasing and
redeeming the listed security, or securities that can be subdivided
or converted into the listed security, from the issuer as
appropriate to facilitate the maintenance of a fair and orderly
market. See Commentary .04 to Amex Rule 190.
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    Amex Rules 154-AEMI(c)(ii) (Election by Quotation of Stop and Stop
Limit Orders) and 126A-AEMI (Protected Bids and Offers of Away Markets)
will apply to the trading of the Shares. In addition, Exchange members
and member organizations will be subject to proposed Commentary .04 to
Amex Rule 1000B prohibiting such member or member organizations from
entering into the Exchange's order routing system multiple limit orders
as agent (i.e., customer agency orders). Further, proposed Commentary
.05 to Rule 1000B provides that it may be considered inconsistent with
just and equitable principles of trade for a member or person
associated with a member to ``trade ahead'' of a related customer order
in Managed Fund Shares based on material, non-public information
obtained from such customer order.

Information Circular

    The Exchange will distribute an Information Circular to Exchange
members and member organizations prior to the commencement of trading
of the Shares that describes the prospectus delivery requirements and,
as relevant, the application of proposed Commentary .03 to Amex Rule
1000B. The Exchange notes that investors purchasing Shares directly
from the Fund by delivery of a Creation Unit will receive a Prospectus.
    In addition, the Information Circular will inform Exchange members
and member organizations that procedures for purchases and redemptions
of Shares in Creation Units are described in the Fund's Prospectus and
SAI, and that Shares are not individually redeemable, but are
redeemable only in Creation Units or multiples thereof. The Exchange
will also inform members and member organizations of the
characteristics of the Fund and the Shares and of applicable Exchange
rules, as well as of the suitability requirements of Amex Rule 411
(Duty to Know and Approve Customers).

Surveillance

    The Exchange represents that its surveillance procedures are
adequate to properly monitor the trading of the Shares. Specifically,
Amex will rely on its existing surveillance procedures governing Index
Fund Shares. In addition, the Exchange also has a general policy
prohibiting the distribution of material, non-public information by its
employees.

III. Discussion

    After careful consideration, the Commission finds that the proposed
rule change is consistent with the requirements of the Act and the
rules and regulations thereunder applicable to a national securities
exchange.\16\ In particular, the Commission believes that the proposal
is consistent with Section 6(b)(5) of the Act,\17\ which requires,
among other things, that the rules of a national securities exchange be
designed to promote just and equitable principles of trade, to remove
impediments to and perfect the mechanism of a free and open market and
a national market system, and in general, to protect investors and the
public interest.
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    \16\ In approving this proposed rule change, the Commission
notes that it has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
    \17\ 15 U.S.C. 78f(b)(5).
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Proposed Listing Rules for Managed Fund Shares

    The Commission finds that Amex's proposal contains adequate rules
and procedures to govern the listing and trading of Managed Fund Shares
on the Exchange.\18\ Prior to listing and/or

trading on the Exchange, Amex must file a separate proposed rule change
pursuant to Section 19(b) of the Act for each series of Managed Fund
Shares. All such securities listed and/or traded under proposed Amex
Rule 1000B will be subject to the full panoply of Amex rules and
procedures that currently govern the trading of equity securities on
the Exchange.
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    \18\ The Commission believes that the proposed rules and
procedures are adequate with respect to the Fund Shares. However,
the Commission notes that other proposed series of Managed Fund
Shares may require additional Exchange rules and procedures to
govern their listing and trading on the Exchange. For example, in
the case of a proposed series of Managed Fund Shares that are based
on a portfolio, at least in part, of non-U.S. securities, rules
relating to comprehensive surveillance sharing agreements and
quantitative initial and continued listing standards may be
required.
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    For the initial listing of each series of Managed Fund Shares under
proposed Amex Rule 1001B, the Exchange must establish a minimum number
of Managed Fund Shares required to be outstanding at the commencement
of trading on the Exchange. In addition, the Exchange must obtain a
representation from the issuer of Managed Fund Shares that the NAV per
share will be calculated daily and that the NAV and the Disclosed
Portfolio will be made available to all market participants at the same
time.
    The Commission believes that the proposed continued listing and
trading standards under proposed Amex Rule 1002B are adequate to ensure
transparency of key values and information regarding the securities.
For continued listing of each series of Managed Fund Shares, the
Portfolio Indicative Value must be widely disseminated by one or more
major market data vendors at least every 15 seconds during the time
when the Managed Fund Shares trade on the Exchange. Further, the
Disclosed Portfolio must be disseminated at least once daily and made
available to all market participants at the same time.
    The Commission finds that the Exchange's rules with respect to
trading halts under proposed Amex Rule 1002B(iv) should help ensure the
availability of key values and information relating to Managed Fund
Shares. If the Portfolio Indicative Value is not being disseminated as
required, the Exchange may halt trading during the day in which the
interruption to the dissemination of the Portfolio Indicative Value
occurs. If the interruption of such value persists past the trading day
in which it occurred, the Exchange must halt trading no later than the
beginning of the trading day following the interruption.\19\ In
addition, if the Exchange becomes aware that the NAV or Disclosed
Portfolio related to a series of Managed Fund Shares is not being
disseminated to all market participants at the same time, the Exchange
will halt trading in such series of Managed Fund Shares. The Exchange
may resume trading in such series of Managed Fund Shares only when the
NAV or Disclosed Portfolio is disseminated to all market participants.
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    \19\ Under proposed Amex Rule 1002B(iv)(c), if a series of
Managed Fund Shares is trading on the Exchange pursuant to unlisted
trading privileges, the Exchange will halt trading in that series if
the primary listing market halts trading in that series of Managed
Fund Shares because the Portfolio Indicative Value applicable to
that series of Managed Fund Shares is not being disseminated as
required.
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    The Exchange may also consider the suspension of trading in, or
removal from listing of, a series of Managed Fund Shares if: (1)
Following the initial twelve-month period after commencement of trading
on the Exchange of a series of Managed Fund Shares, there are fewer
than 50 beneficial holders of the series of the Managed Fund Shares for
30 or more consecutive trading days; (2) the value of the Portfolio
Indicative Value is no longer calculated or available, or the Disclosed
Portfolio is not made available to all market participants at the same
time; (3) the Trust has not filed, on a timely basis, any required
filings with the Commission, or if the Exchange becomes aware that the
Trust is not in compliance with the conditions of any exemptive order
or no-action relief granted by the Commission to or otherwise
applicable to the Trust; or (4) such other event shall occur or
condition exists which, in the opinion of the Exchange, makes further
dealings of the Managed Fund Shares on the Exchange inadvisable.
    The Commission believes that the foregoing requirements of proposed
Amex Rules 1001B and 1002B should help to prevent trading when a
reasonable degree of transparency cannot be assured and to maintain a
fair and orderly market for Managed Fund Shares.
    The Commission believes that the proposed listing and trading rules
for Managed Fund Shares, many of which track existing Exchange rules
relating to Index Fund Shares, are reasonably designed to promote a
fair and orderly market for such Managed Fund Shares by, among other
things, requiring disclosure of information that may be necessary to
price Managed Fund Shares. The proposed rules also prescribe ``trading
ahead'' restrictions,\20\ require surveillance procedures,\21\
establish trading guidelines,\22\ and prospectus and/or product
description requirements.\23\ In addition, Commentary .06 to proposed
Amex Rule 1000B requires: (1) The investment adviser of the Investment
Company to erect a ``firewall'' around its personnel who have access to
information regarding the composition and/or changes to the Investment
Company's portfolio; and (2) personnel, who make decisions on the
Investment Company's portfolio composition, to be subject to procedures
designed to prevent the use and dissemination of material non-public
information regarding the Investment Company's portfolio. Lastly,
proposed Amex Rule 1002B(ii)(b) requires that the Reporting Authority
that provides the Disclosed Portfolio implement and maintain, or be
subject to, procedures designed to prevent the use and dissemination of
material non-public information regarding the actual components of the
portfolio.
---------------------------------------------------------------------------

    \20\ See Commentary .05 to proposed Amex Rule 1000B.
    \21\ See Commentary .01 to proposed Amex Rule 1000B. See also
supra note 18.
    \22\ See, e.g., Commentaries .01 and .04 to proposed Amex Rule
1000B.
    \23\ See Commentaries .02 and .03 to proposed Amex Rule 1000B.
---------------------------------------------------------------------------

Amendments to Original and Annual Listing Fees

    As proposed, Amex's original listing and annual listing fees will
be applicable to a series of Managed Fund Shares under Sections 140 and
141 of the Amex Company Guide. In connection with Section 140 of the
Company Guide, the Exchange also proposes to make a technical revision
so that ``Trust Units'' are also included among the types of securities
whose initial listing fees may be deferred, waived, or rebated upon
transfer to Amex from another marketplace. The Commission finds that
the changes made to Amex's original listing and annual listing fees to
include Managed Fund Shares, and the technical revision to add ``Trust
Units'' to Section 140 of the Amex Company Guide, are reasonable and
promote transparency of the fees to be imposed with respect to a series
of Managed Fund Shares and Trust Units.

Proposal To List and Trade the Shares of the Fund

    The Exchange proposes to list and trade the Fund Shares pursuant to
proposed Amex Rules 1000B, 1001B, and 1002B. Amex represents that the
Shares will conform to the initial and continued listing criteria under
such proposed rules.
    The Commission believes that the proposal to list and trade the
Shares of the Fund on the Exchange is consistent

with Section 11A(a)(1)(C)(iii) of the Act,\24\ which sets forth
Congress' finding that it is in the public interest and appropriate for
the protection of investors and the maintenance of fair and orderly
markets to assure the availability to brokers, dealers, and investors
of information with respect to quotations for and transactions in
securities. Quotations and last-sale information for the Shares will be
disseminated by means of CTA and Consolidated Quotation High Speed
Lines. In addition, the Portfolio Indicative Value will be disseminated
at least every 15 seconds throughout Amex's trading hours, in
accordance with proposed Amex Rule 1002B(i). Amex will also disseminate
via CTA and Consolidated Quotation High Speed Lines various other data,
including information of the previous day's close with respect to NAV
and the number of Shares outstanding. The daily NAV for the Fund will
be calculated and disseminated publicly each Business Day to all market
participants at the same time, and, prior to the opening each Business
Day, the Fund will make the Disclosed Portfolio available to all market
participants at the same time on its Web site. The Fund's Web site will
also contain a variety of other information for the Shares, including a
display of the Prospectus and SAI and quantitative information on a
per-Share basis.
---------------------------------------------------------------------------

    \24\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
---------------------------------------------------------------------------

    Furthermore, the Commission believes that the proposal to list and
trade the Shares is reasonably designed to promote fair disclosure of
information that may be necessary to price the Shares appropriately and
to prevent trading when a reasonable degree of transparency cannot be
assured. The Commission notes that the Exchange is required to obtain a
representation from the Trust, prior to listing, that the NAV per Share
for the Fund will be calculated daily, and that the NAV and the
Disclosed Portfolio will be made available to all market participants
at the same time.\25\ The Exchange may consider the suspension of
trading in, or removal from listing of, the Shares if the value of the
Portfolio Indicative Value is no longer calculated or available or the
Disclosed Portfolio is not made available to all market participants at
the same time. Commentary .05 to proposed Amex Rule 1000B restricts
members or persons associated with members who have knowledge of all
material terms and conditions of an order being facilitated or orders
being crossed to enter, based on such knowledge, an order to buy or
sell a Share that is the subject of the order, an order to buy or sell
the overlying option class, or an order to buy or sell any related
instrument \26\ until all the terms of the order are disclosed to the
trading crowd or the trade is no longer imminent in view of the passage
of time since the order was received. Commentary .06 to proposed Amex
Rule 1000B restricts certain personnel of Bear Stearns Asset Management
with respect to access, use, and dissemination of information
concerning the composition and/or changes to the Fund's portfolio.\27\
In addition, proposed Amex Rule 1002B(ii)(b) requires that the
Reporting Authority that provides the Disclosed Portfolio implement and
maintain, or be subject to, procedures designed to prevent the use and
dissemination of material non-public information regarding the actual
components of the portfolio.
---------------------------------------------------------------------------

    \25\ See proposed Amex Rule 1001B(ii).
    \26\ For purposes of Commentary .05, an order to buy or sell a
``related instrument'' means an order to buy or sell securities that
have been disclosed as comprising 10% or more of the weight of the
Managed Fund Share portfolio. See Commentary .05 to proposed Amex
Rule 1000B.
    \27\ See supra notes 7 and 10.
---------------------------------------------------------------------------

    For the reasons discussed above, the Commission believes that the
Exchange's trading halt rules are reasonably designed to prevent
trading in the Shares when transparency is impaired. Proposed Amex Rule
1002B(iv)(a) provides that the Exchange will halt trading in the Shares
if the circuit breaker parameters of Amex Rule 117 have been reached.
In addition, proposed Amex Rule 1002B(iv)(b) provides that, if the
Portfolio Indicative Value applicable to the Shares is not being
disseminated as required, the Exchange may halt trading during the day
in which the interruption to the dissemination occurs. If the
interruption to the dissemination of the Portfolio Indicative Value
persists past the trading day in which it occurred, the Exchange will
halt trading no later than the beginning of the trading day following
the interruption.\28\ In addition, if the Exchange becomes aware that
the NAV or Disclosed Portfolio related to the Shares is not being
disseminated to all market participants at the same time, the Exchange
will halt trading in the Shares. The Exchange may resume trading in the
Shares only when the NAV or Disclosed Portfolio is disseminated to all
market participants. Finally, in exercising its discretion to halt or
suspend trading in the Shares, the Exchange may consider factors such
as those set forth in Amex Rule 918C(b) and other relevant factors.
---------------------------------------------------------------------------

    \28\ See supra note 19 and accompanying text.
---------------------------------------------------------------------------

    The Commission further believes that the trading rules and
procedures to which the Shares will be subject pursuant to this
proposal are consistent with the Act. The Exchange has represented that
the Shares are equity securities subject to Amex's rules governing the
trading of equity securities.
    In support of this proposal, the Exchange has made the following
representations:
    (1) The Shares will conform to the initial and continued listing
criteria under proposed Amex Rules 1000B, 1001B, and 1002B.
    (2) The Exchange's surveillance procedures are adequate to properly
monitor the trading of the Shares. Specifically, Amex will rely on its
existing surveillance procedures governing Index Fund Shares.\29\
---------------------------------------------------------------------------

    \29\ See supra note 18.
---------------------------------------------------------------------------

    (3) Prior to the commencement of trading, the Exchange will inform
its members and member organizations in an Information Circular
regarding the prospectus delivery requirements and, as relevant, the
application of Commentary .03 to Amex Rule 1000B. The Information
Circular will also provide guidance with regard to the characteristics
of the Fund and the Shares and of applicable Exchange rules, including
the suitability requirements of Amex Rule 411. In addition, the
Information Circular will disclose that the procedures for purchases
and redemptions of Shares in Creation Units are described in each
Fund's Prospectus and SAI, and that Shares are not individually
redeemable, but are redeemable only in Creation Unit aggregations or
multiples thereof.
    (4) The Exchange represents that the Trust is required to comply
with Section 803 of the Amex Company Guide and Rule 10A-3 under the Act
\30\ for the initial and continued listing of the Shares.
---------------------------------------------------------------------------

    \30\ 17 CFR 240.10A-3. See supra note 10.
---------------------------------------------------------------------------

    This approval order is based on the Exchange's representations.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning Amendment No. 2 to the proposed rule change,
including whether the proposed rule change, as modified by Amendment
Nos. 1 and 2 thereto, is consistent with the Act. Comments may be
submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://
www.sec.gov/rules/sro.shtml); or
     Send an e-mail to<EMAIL_ADDRESS>Please include
File Number SR-Amex-2008-02 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-Amex-2008-02. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/
sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for inspection and
copying in the Commission's Public Reference Room, 100 F Street, NE,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-Amex-2008-02 and should be
submitted on or before April 11, 2008.

V. Accelerated Approval

    The Commission finds good cause for approving the proposed rule
change, as modified by Amendment Nos. 1 and 2 thereto, prior to the
thirtieth day after the date of publication of notice of filing of
Amendment No. 2 in the Federal Register. In Amendment No. 2, Amex
provided additional safeguards in Commentary .06 to proposed Amex Rule
1000B that relate to restricted access and dissemination of key
information regarding the composition of, and changes to, the
Investment Company portfolio, including the requirement of
``firewalls'' to be erected around certain personnel of the investment
adviser to the Investment Company and procedures designed to prevent
the use and dissemination of material non-public information regarding
such portfolio. In addition, the Exchange represented that Bear Stearns
Asset Management, the investment adviser of the Fund, would be subject
to such requirements and is already subject to the provisions of Rule
204A-1 under the Advisers Act.\31\ The Commission notes that Commentary
.06 is based on, and substantially similar to, Commentary .02(b)(i) and
(iii) to Amex Rule 1000A-AEMI.\32\ The Commission believes that
Amendment No. 2 strengthens the proposal by promoting fair disclosure
of Investment Company portfolio information and raises no new
regulatory issues. Accordingly, the Commission finds good cause for
approving the proposal, as modified by Amendment Nos. 1 and 2 thereto,
on an accelerated basis.
---------------------------------------------------------------------------

    \31\ See supra notes 7 and 10.
    \32\ See supra note 6 and accompanying text.
---------------------------------------------------------------------------

VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\33\ that the proposed rule change (SR-Amex-2008-02), as modified
by Amendment Nos. 1 and 2 thereto, be, and it hereby is, approved on an
accelerated basis.
---------------------------------------------------------------------------

    \33\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\34\
---------------------------------------------------------------------------

    \34\ See 17 CFR 200.30-3(a)(12).

Jill M. Peterson,
Assistant Secretary.
[FR Doc. E8-5718 Filed 3-20-08; 8:45 am]

BILLING CODE 8011-01-P


[Federal Register Volume 86, Number 118 (Wednesday, June 23, 2021)]
[Notices]
[Pages 32987-32989]
[FR Doc No: 2021-13103]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92198; File No. SR-DTC-2021-009]

Self-Regulatory Organizations; The Depository Trust Company;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Provide Enhanced Clarity for Deadlines and Processing Times

June 16, 2021.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on June 8, 2021, The Depository Trust Company (``DTC'') filed with the
Securities and Exchange Commission (``Commission'') the proposed rule
change as described in Items I, II and III below, which Items have been
prepared by the clearing agency. DTC filed the proposed rule change
pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule 19b-4(f)(4)
thereunder.\4\ The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(4).
---------------------------------------------------------------------------

I. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change

    The proposed rule change of DTC is attached hereto as Exhibit 5,\5\
as described in greater detail below.
---------------------------------------------------------------------------

    \5\ Each capitalized term not otherwise defined herein has its
respective meaning as set forth in the Rules, By-Laws and
Organization Certificate of DTC (the ``Rules''), the Canadian Link
Service Guide, ClaimConnect Service Guide, Custody Service Guide,
Deposits Service Guide, Distributions Service Guide, Redemptions
Service Guide, Reorganizations Service Guide, Settlement Service
Guide, and Underwriting Service Guide (collectively, the ``Service
Guides'') and the DTC Operational Arrangements (Necessary for
Securities to Become and Remain Eligible for DTC Services)
(``Operational Arrangements'' or ``OA''), available at http://www.dtcc.com/legal/rules-and-procedures.aspx.
---------------------------------------------------------------------------

II. Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change

    In its filing with the Commission, the clearing agency included
statements concerning the purpose of and basis for the proposed rule
change and discussed any comments it received on the proposed rule
change. The text of these statements may be examined at the places
specified in Item IV below. The clearing agency has prepared summaries,
set forth in sections A, B, and C below, of the most significant
aspects of such statements.

(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change

1. Purpose
    The proposed rule change would amend the Service Guides and the OA
to provide enhanced clarity around (i) deadlines, timeframes, and
cutoffs established by DTC in connection with DTC services (``DTC-
established Stakeholder Deadlines''), and (ii) the times and timeframes
for DTC actions and processes relating to DTC services (``DTC
Processing Times''). In particular, the proposed rule change would
enhance the transparency around the ability of DTC to extend DTC-
established Stakeholder Deadlines, and around DTC Processing Times,
which are standards, rather than deadlines, as further described below.
(i) DTC-established Stakeholder Deadlines
    The Service Guides provide Participants with procedures and
information pertaining to DTC settlement and asset services. The
procedures and information include, among other things, descriptions of
DTC-established Stakeholder Deadlines for Participant and stakeholder
\6\ action relating to DTC services. The OA is designed to provide
Participants and other stakeholders with information and procedures
related to DTC eligibility for securities, and to provide the
requirements for, among other things, the orderly processing of
securities, corporate actions, and distributions. The OA includes
descriptions of DTC-established Stakeholder Deadlines in connection
with the requirements and services.\7\
---------------------------------------------------------------------------

    \6\ Stakeholders include issuers, agents (as defined in the OA),
underwriters (as defined in the OA), and other parties, as context
requires.
    \7\ For example, the OA requires that, in order for DTC to make
a same day allocation of funds, the agent must provide DTC with
CUSIP-specific details for the payment before 2:50 p.m. on payable
date, and that the details must match the amount of funds that are
received by DTC no later than 3:00 p.m. See OA, supra note 5, at 27.
---------------------------------------------------------------------------

    The purpose of DTC-established Stakeholder Deadlines is to help DTC
efficiently and effectively manage its services and systems, in order
to timely process instructions and securities transactions at DTC.
However, there are times when, due to the facts and circumstances of a
particular situation, DTC determines to extend a DTC-established
Stakeholder Deadline. The situations can include, but are not limited
to, a Participant operational issue or a change to a different deadline
(whether DTC or external) that could affect the ability of one or more
Participants to meet the DTC-established Stakeholder Deadline.
(ii) DTC Processing Times
    The Service Guides and the OA also describe DTC Processing Times in
connection with certain services.\8\ The purpose of describing these
DTC Processing Times is to provide Participants and other stakeholders
with information about the typical timing or timeframe of a DTC action
or process, in order to help Participants and other stakeholders to
more efficiently and effectively use and understand DTC's services and
processes. For example, if a Service Guide states that the processing
time for a particular service is typically two business days, the
Participant will understand that it is unlikely that it would get same-
day turnaround from DTC and can plan accordingly, for instance, by
ensuring that it submits its transaction with adequate lead-time.
---------------------------------------------------------------------------

    \8\ For example, the Settlement Service Guide indicates that at
1:30 p.m. on a settlement day, DTC releases all pending delivery
account positions and reverts to default recycle processing. See
Settlement Service Guide, supra note 5, at 26.
---------------------------------------------------------------------------

(iii) Overview of Proposed Rule Change
    DTC believes that Participants and other stakeholders benefit from
clear information about their rights and obligations relating to DTC-
established Stakeholder Deadlines and DTC Processing Times so that they
are able to plan and conduct their business and securities transactions
more effectively. Recent events, such as the COVID-19 pandemic and
market volatility, have emphasized the need for flexibility in times of
stress and the importance of transparency with respect to deadlines and
timeframes. Accordingly, after reviewing the Service Guides and the OA,
DTC is proposing to enhance the transparency around the DTC-established
Stakeholder Deadlines and DTC Processing Times that are described in
the Service Guides and the OA.
    Therefore, DTC is proposing to amend the Service Guides and the OA
to clarify that (i) DTC may extend any DTC-established Stakeholder
Deadline, including, without limitation, to (x) address operational or
other delays that could reasonably affect the ability of DTC, a
Participant, or other stakeholder from meeting the DTC-established

Stakeholder Deadline or (y) allow DTC time operationally to exercise
its existing rights under the Rules and Procedures; and (ii) the DTC
Processing Times are standards and not deadlines; actual processing
times may vary, based upon the circumstances. For additional
transparency, DTC is proposing to clarify that any decision to extend a
DTC-established Stakeholder Deadline in one instance does not establish
any precedent for future situations that may arise.
    In addition, although the Important Legal Information page of the
Service Guides and the OA already contain general disclaimers of
liability, DTC is proposing to expressly state that DTC disclaims all
liability for any losses and/or expenses incurred by a Participant,
stakeholder, or any third-party resulting from, relating to, or arising
from (i) any action taken by DTC with respect to an extension of a DTC-
established Stakeholder Timeframe, (ii) the determination of DTC to
decline to take action with respect to a DTC-established Stakeholder
Timeframe, and/or (iii) the failure of a Participant, stakeholder or
other third-party to meet any deadline, timeframe, cutoff or
requirement established by a party other than DTC. DTC believes that
this express disclaimer would enhance the understanding of Participants
and other stakeholders of their responsibilities in connection with
DTC-established Stakeholder Deadlines and possible extensions, which
would help them to more effectively assess the risks relating to an
inability to meet a DTC-established Stakeholder Deadline and conduct
their business accordingly.
(iv) Proposed Rule Change
    To effectuate the proposed changes described above, DTC would add
the following paragraph near the beginning of each of the Service
Guides and the OA:
    Note: DTC, as it deems appropriate, may extend any deadline,
timeframe, or cutoff established by DTC, including, without limitation,
to (i) address operational or other delays that could reasonably affect
the ability of DTC, a Participant or other stakeholder from meeting the
deadline, timeframe, or cutoff; or (ii) allow DTC time operationally to
exercise its existing rights under the Rules and Procedures. In
addition, times applicable to DTC are standards and not deadlines;
actual processing times may vary, based upon the circumstances. Any
action taken by DTC in connection with this paragraph shall not
establish a precedent for any situation that may occur in the future
(or otherwise bind DTC in any manner). DTC disclaims all liability for
any losses and/or expenses incurred by a Participant, stakeholder or
any third-party resulting from, relating to, or arising from (i) any
action taken by DTC in connection with this paragraph, (ii) the
determination of DTC to decline to take action pursuant to this
paragraph, and/or (iii) the failure of a Participant, stakeholder or
any third-party to meet any deadline, timeframe, cutoff or requirement
established by a party other than DTC.
2. Statutory Basis
    Section 17A(b)(3)(F) of the Act requires, in part, that the rules
of a clearing agency be designed to promote the prompt and accurate
clearance and settlement of securities transactions.\9\
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

    The proposed rule change would amend the Service Guides and the OA
to clarify that DTC may extend any DTC-established Stakeholder
Deadline, including, without limitation, to (i) address operational or
other delays that could reasonably affect the ability of DTC, a
Participant or other stakeholder from meeting the DTC-established
Stakeholder Deadline; or (ii) allow DTC time operationally to exercise
its existing rights under the Rules and Procedures. The proposed rule
change would also clarify that the DTC Processing Times set forth in
the Service Guides and the OA are standards and not deadlines, and that
they may vary based upon the particular circumstances. The proposed
rule change would also (i) clarify that any decision by DTC to extend a
DTC-established Stakeholder Deadline in one case does not establish any
precedent for future situations that may arise, and (ii) emphasize that
DTC disclaims all liability for any losses or expenses incurred by a
Participant, stakeholder or any third party relating to, or arising
from, the above.
    Taken together, the proposed amendments to the Service Guides and
the OA would enhance Participants' and stakeholders' understanding of
their rights and obligations relating to DTC-established Stakeholder
Deadlines and DTC Processing Times. By providing this enhanced clarity
and transparency, the proposed rule change would help Participants and
other stakeholders to appropriately plan and to conduct their business
and securities transactions through DTC more effectively, thereby
promoting the prompt and accurate clearance and settlement of
securities transactions, consistent with Section 17A(b)(3)(F) of the
Act.\10\
---------------------------------------------------------------------------

    \10\ Id.
---------------------------------------------------------------------------

(B) Clearing Agency's Statement on Burden on Competition

    DTC does not believe the proposed rule changes described above
would impact competition. Rather, DTC believes that the proposed rule
changes would simply provide enhanced clarity around the rights and
obligations of Participants and other stakeholders with respect to DTC-
established Stakeholder Deadlines and DTC Processing Times, and would
help them to appropriately plan and to conduct their business and
securities transactions through DTC more effectively. As such, DTC
believes the proposed rule changes would not have any impact on
competition.\11\
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78q-1(b)(3)(I).
---------------------------------------------------------------------------

(C) Clearing Agency's Statement on Comments on the Proposed Rule Change
Received From Members, Participants, or Others

    Written comments relating to the proposed rule change have not been
solicited or received. DTC will notify the Commission of any written
comments received by DTC.

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

    The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) \12\ of the Act and paragraph (f) \13\ of Rule 19b-4
thereunder. At any time within 60 days of the filing of the proposed
rule change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78s(b)(3)(A).
    \13\ 17 CFR 240.19b-4(f).
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-DTC-2021-009 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange

Commission, 100 F Street NE, Washington, DC 20549.

All submissions should refer to File Number SR-DTC-2021-009. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of DTC and on DTCC's website
(http://dtcc.com/legal/sec-rule-filings.aspx). All comments received
will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-DTC-2021-009 and should be submitted on
or before July 14, 2021.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
---------------------------------------------------------------------------

    \14\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-13103 Filed 6-22-21; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 87, Number 97 (Thursday, May 19, 2022)]
[Notices]
[Pages 30550-30551]
[FR Doc No: 2022-10718]

=======================================================================
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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

[Docket No. FAA-2021-1024]

Agency Information Collection Activities: Requests for Comments;
Clearance of Renewed Approval of Information Collection: Certification
of Airports, Part 139

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice and request for comments.

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

SUMMARY: In accordance with the Paperwork Reduction Act of 1995, FAA
invites public comments about our intention to request the Office of
Management and Budget (OMB) approval to renew an information
collection. The Federal Register Notice with a 60-day comment period
soliciting comments on the following collection of information was
published on December 7, 2021.

DATES: Written comments should be submitted by June 21, 2022.

ADDRESSES: Written comments and recommendations for the proposed
information collection should be sent within 30 days of publication of
this notice to www.reginfo.gov/public/do/PRAMain. Find this particular
information collection by selecting ``Currently under 30-day Review--
Open for Public Comments'' or by using the search function.
    By Electronic Docket: www.regulations.gov.

    Enter docket number: FAA-2021-1024 into search field.
    By email: [email protected].

FOR FURTHER INFORMATION CONTACT: Chel Schweitzer by email at:
[email protected]; phone:<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: Part 139 establishes certification
requirements for airports serving scheduled passenger-carrying
operations of an air carrier operating aircraft configured for more
than 9 passenger seats, as determined by the regulations under which
the operation is conducted or the aircraft type certificate issued by a
competent civil aviation authority; and unscheduled passenger-carrying
operations of an air carrier operating aircraft configured for at least
31 passenger seats, as determined by the regulations under which the
operation is conducted or the aircraft type certificate issued by a
competent civil aviation authority.
    This part does not apply to: Airports serving scheduled air carrier
operations only by reason of being designated as an alternate airport;
airports operated by the United States; airports located in the State
of Alaska that only serve scheduled operations of small air carrier
aircraft and do not serve scheduled or unscheduled operations of large
air carrier aircraft; airports located in the State of Alaska during
periods of time when not serving operations of large air carrier
aircraft; or heliports.
    Public Comments Invited: You are asked to comment on any aspect of
this information collection, including (a) Whether the proposed
collection of information is necessary for FAA's performance; (b) the
accuracy of the estimated burden; (c) ways for FAA to enhance the
quality, utility and clarity of the information collection; and (d)
ways that the burden could be minimized without reducing the quality of
the collected information.
    OMB Control Number: 2120-0675.
    Title: Certification of Airports, Part 139.
    Form Numbers: FAA Form 5280-1.
    Type of Review: Renewal of an information collection.
    Background: The Federal Register Notice with a 60-day comment
period soliciting comments on the following collection of information
was published on December 7, 2021 (86 FR 69350).
    The statutory authority to issue airport operating certificates to
airports serving certain air carriers and to establish minimum safety
standards for the operation of those airports is currently found in
Title 49, United States Code (U.S.C.) Sec.  44706, Airport operation
certificates. The FAA uses this authority to issue requirements for the
certification and operation of certain airports that service commercial
air carriers. These requirements are contained in Title 14, Code of
Federal Regulation Part 139 (14 CFR part 139), Certification and
Operations: Land Airports Serving Certain Air Carriers, as amended.
Information collection requirements are used by the FAA to determine an
airport operator's compliance with Part 139 safety and operational
requirements, and to assist airport personnel to perform duties
required under the regulation.
    Operators of certificated airports are required to complete FAA
Form 5280-1 and develop, and comply with, a written document, an
Airport Certification Manual (ACM) that details how an airport will
comply with the requirements of Part 139. The ACM shows the means and
procedures whereby the airport will be operated in compliance with Part
139, plus other instructions and procedures to help personnel concerned
with operation of the airport to perform their duties and
responsibilities.
    When an airport satisfactorily complies with such requirements, the
FAA issues to that facility an airport operating certificate (AOC) that
permits an airport to serve air carriers. The FAA periodically inspects
these airports to ensure continued compliance with Part 139 safety
requirements, including the maintenance of specified records. Both the
application for an AOC and annual compliance inspections require
operators of certificated airports to collect and report certain
operational information. The AOC remains in effect as long as the need
exists and the operator complies with the terms of the AOC and the ACM.
    The likely respondents to new information requests are those
civilian U.S. airport certificate holders who operate airports that
serve scheduled and unscheduled operations of air carrier aircraft with
more than 9 passenger seats (approximately 520 airports). These airport
operators already hold an AOC and comply with all current information
collection requirements.
    Operators of certificated airports are permitted to choose the
methodology to report information and can design their own
recordkeeping system. As airports vary in size, operations and
complexities, the FAA has determined this method of information
collection allows airport operators greater flexibility and convenience
to comply with reporting and recordkeeping requirements. 100% of the
information may be submitted electronically.
    The FAA has an automated system, the Certification and Compliance
Management Information System (CCMIS), which allows FAA airport safety
and certification inspectors to enter into a national database airport
inspection information. This information is monitored to detect trends
and developing safety issues, to allocate inspection resources, and
generally, to be more responsive to the needs of regulated airports.
    The FAA has developed an automated reporting tool, the Airport
Crisis Response Reporting (ACRR) tool, which allows airport personnel
to directly input status of their airports after an incident, or
emergency event, impacts their airport or the surrounding area.
    Respondents: Approximately 520 airports.
    Frequency: Information collected on occasion.
    Estimated Average Burden per Response: 291 hours.
    Estimated Total Annual Burden: 130,464 hours.

    Issued in Washington, DC, on this date, May 12, 2022.
Birkely M. Rhodes,
Manager, Airport Safety and Operations (AAS-300).
[FR Doc. 2022-10718 Filed 5-18-22; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 86, Number 197 (Friday, October 15, 2021)]
[Notices]
[Pages 57423-57425]
[FR Doc No: 2021-22519]

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ENVIRONMENTAL PROTECTION AGENCY

[EPA-HQ-OGC-2021-0692; FRL-9132-01-OGC]

Proposed Consent Decree, Clean Air Act Citizen Suit

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice of proposed consent decree; request for public comment.

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

SUMMARY: In accordance with the Clean Air Act, as amended (CAA or the
Act), notice is given of a proposed consent decree in Downwinders at
Risk et al. v. Regan, No. 21-cv-03551 (N.D. Cal). On May 12, 2021,
Downwinders at Risk, Sierra Club, Center for Biological Diversity, Air
Alliance Houston, Texas Environmental Justice Advocacy Services, Clean
Wisconsin, Appalachian Mountain Club, Earthworks, Natural Resources
Defense Council, and Environmental Defense Fund (Plaintiffs) filed a
complaint in the United States District Court for the Northern District
of California alleging that the Environmental Protection Agency (EPA or
the Agency) failed to perform certain non-discretionary duties in
accordance with the Act to take final action to approve or disapprove,
in whole or in part, 32 state implementation plan submissions (SIPs)
addressing interstate pollution transport for the 2015 ozone national
ambient air quality standards (NAAQS) by statutory deadlines. The
proposed consent decree would establish deadlines for EPA to act on
these SIP submissions.

DATES: Written comments on the proposed consent decree must be received
by November 15, 2021.

ADDRESSES: Submit your comments, identified by Docket ID No. EPA-HQ-
OGC-2021-0692, online at https://www.regulations.gov (EPA's preferred
method). Follow the online instructions for submitting comments.
    Instructions: All submissions received must include the Docket ID
number for this action. Comments received may be posted without change
to https://www.regulations.gov, including any personal information
provided. For detailed instructions on sending comments and additional
information on the rulemaking process, see the

``Additional Information about Commenting on the Proposed Consent
Decree'' heading under the SUPPLEMENTARY INFORMATION section of this
document. Out of an abundance of caution for members of the public and
our staff, the EPA Docket Center and Reading Room are closed to the
public, with limited exceptions, to reduce the risk of transmitting
COVID-19. Our Docket Center staff will continue to provide remote
customer service via email, phone, and webform. We encourage the public
to submit comments via https://www.regulations.gov, as there may be a
delay in processing mail and faxes. Hand-deliveries and couriers may be
received by scheduled appointment only. For further information on EPA
Docket Center services and the current status, please visit us online
at https://www.epa.gov/dockets.
    EPA continues to carefully and continuously monitor information
from the CDC, local area health departments, and our federal partners
so that we can respond rapidly as conditions change regarding COVID-19.

FOR FURTHER INFORMATION CONTACT: Rosemary E. Hambright, Air and
Radiation Law Office (2344A), Office of General Counsel, U.S.
Environmental Protection Agency, 1200 Pennsylvania Ave. NW, Washington,
DC 20460; telephone<PHONE_NUMBER>; email address
[email protected].

SUPPLEMENTARY INFORMATION:

I. Obtaining a Copy of the Proposed Consent Decree

    The official public docket for this action (identified by Docket ID
No. EPA-HQ-OGC-2021-0692) contains a copy of the proposed consent
decree.
    The electronic version of the public docket for this action
contains a copy of the proposed consent decree and is available through
https://www.regulations.gov. You may use https://www.regulations.gov to
submit or view public comments, access the index listing of the
contents of the official public docket, and access those documents in
the public docket that are available electronically. Once in the
system, key in the appropriate docket identification number then select
``search.''

II. Additional Information About the Proposed Consent Decree

    The proposed consent decree would establish deadlines for EPA to
take action pursuant to CAA section 110(k) on certain SIP submissions
addressing the requirements of CAA section 110(a)(2)(D)(i)(I), 42
U.S.C. 7410(a)(2)(D)(i)(I) (the good neighbor or interstate transport
provision), to resolve a lawsuit filed by the Plaintiffs. Plaintiffs
alleged that the EPA failed to perform certain non-discretionary duties
in accordance with the Act to take final action to approve or
disapprove, in whole or in part, SIPs addressing interstate pollution
transport for the 2015 ozone national ambient air quality standards
(NAAQS) by statutory deadlines for the following states: Alabama,
Arizona, Arkansas, California, Connecticut, Florida, Georgia, Hawaii,
Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland,
Michigan, Minnesota, Mississippi, Missouri, Montana, Nevada, New
Jersey, New York, North Carolina, Ohio, Oklahoma, South Carolina,
Tennessee, Texas, West Virginia, Wisconsin, and Wyoming.
    Pursuant to CAA section 110(k), 42 U.S.C. 7410(k), SIP submissions
are deemed complete by operation of law 6 months after receipt by EPA.
EPA must approve or disapprove, in whole or in a part, SIP submissions
within 12 months of the SIP submissions being deemed complete.
    The proposed consent decree would require the EPA, pursuant to CAA
section 110(k)(2)-(4), 42 U.S.C. 7410(k)(2)-(4), to take final action
to approve or disapprove, in whole or in part, the portion of 2015
ozone NAAQS SIP submissions addressing the good neighbor provision from
the 32 states listed above.
    Under the terms of the proposed consent decree, no later than April
30, 2022, EPA shall sign a notice of a final rule to approve,
disapprove, conditionally approve, or approve in part and conditionally
approve or disapprove in part, the 2015 ozone NAAQS interstate
transport SIP submissions from Alabama, Arkansas, Connecticut, Florida,
Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana,
Maryland, Michigan, Minnesota, Mississippi, Missouri, New Jersey, New
York, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas,
West Virginia, and Wisconsin. However, under the proposed consent
decree, if EPA proposes to disapprove any of these SIP submissions and
proposes a 2015 ozone NAAQS interstate transport federal implementation
plan for such states by February 28, 2022, then EPA shall take final
action on those SIP submissions by December 15, 2022.
    In addition, under the terms of the proposed consent decree, no
later than April 30, 2022, EPA shall sign a notice of a final rule to
approve, disapprove, conditionally approve, or approve in part and
conditionally approve or disapprove in part, the 2015 ozone NAAQS
interstate transport SIP submission from Hawaii. Also, under the terms
of the proposed consent decree, no later than December 15, 2022, EPA
shall sign a notice of a final rule to approve, disapprove,
conditionally approve, or approve in part and conditionally approve or
disapprove in part, the 2015 ozone NAAQS interstate transport SIP
submissions from Arizona, California, Montana, Nevada, and Wyoming.
    In accordance with section 113(g) of the CAA, for a period of
thirty (30) days following the date of publication of this document,
the Agency will accept written comments relating to the proposed
consent decree. EPA or the Department of Justice may withdraw or
withhold consent to the proposed consent decree if the comments
disclose facts or considerations that indicate that such consent is
inappropriate, improper, inadequate, or inconsistent with the
requirements of the Act.

III. Additional Information About Commenting on the Proposed Consent
Decree

    Submit your comments, identified by Docket ID No. EPA-HQ-OGC-2021-
0692, via https://www.regulations.gov. Once submitted, comments cannot
be edited or removed from this docket. EPA may publish any comment
received to its public docket. Do not submit to EPA's docket at https://www.regulations.gov any information you consider to be Confidential
Business Information (CBI) or other information whose disclosure is
restricted by statute. Multimedia submissions (audio, video, etc.) must
be accompanied by a written comment. The written comment is considered
the official comment and should include discussion of all points you
wish to make. EPA will generally not consider comments or comment
contents located outside of the primary submission (i.e. on the web,
cloud, or other file sharing system). For additional submission
methods, the full EPA public comment policy, information about CBI or
multimedia submissions, and general guidance on making effective
comments, please visit https://www.epa.gov/dockets/commenting-epa-dockets. For additional information about submitting information
identified as CBI, please contact the person listed in the FOR FURTHER
INFORMATION CONTACT section of this document. Note that written
comments containing CBI and submitted by mail may be delayed and
deliveries or couriers will be

received by scheduled appointment only.
    If you submit an electronic comment, EPA recommends that you
include your name, mailing address, and an email address or other
contact information in the body of your comment. This ensures that you
can be identified as the submitter of the comment and allows EPA to
contact you in case EPA cannot read your comment due to technical
difficulties or needs further information on the substance of your
comment. Any identifying or contact information provided in the body of
a comment will be included as part of the comment that is placed in the
official public docket and made available in EPA's electronic public
docket. If EPA cannot read your comment due to technical difficulties
and cannot contact you for clarification, EPA may not be able to
consider your comment.
    Use of the https://www.regulations.gov website to submit comments
to EPA electronically is EPA's preferred method for receiving comments.
The electronic public docket system is an ``anonymous access'' system,
which means EPA will not know your identity, email address, or other
contact information unless you provide it in the body of your comment.
    Please ensure that your comments are submitted within the specified
comment period. Comments received after the close of the comment period
will be marked ``late.'' EPA is not required to consider these late
comments.

Gautam Srinivasan,
Associate General Counsel.
[FR Doc. 2021-22519 Filed 10-14-21; 8:45 am]
BILLING CODE 6560-50-P


P-18-0185 Sanitized Support Documents Index:
 P-18-0185 Sanitized Determination Document (linked)
 P-18-0185 Sanitized CHEM Report (attached)
 P-18-0185 Sanitized ECO Report (attached)
 P-18-0185 Sanitized ENG Report (attached)
 P-18-0185 Sanitized EXP Report (attached)
 P-18-0185 Sanitized Fate Report (attached)
 P-18-0185 Sanitized HLTH Report_POST-FOCUS FINAL (attached)