[Federal Register Volume 77, Number 123 (Tuesday, June 26, 2012)]
[Notices]
[Pages 38117-38124]
[FR Doc No: 2012-15492]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-67223; File No. SR-NYSEAmex-2012-24]

Self-Regulatory Organizations; NYSE Amex LLC; Order Granting
Approval of Proposed Rule Change To List Shares of the Nuveen Long/
Short Commodity Total Return Fund Under NYSE Amex Rule 1600 et seq.

June 20, 2012.

I. Introduction

    On April 18, 2012, NYSE Amex LLC (``Exchange'' or ``NYSE Amex'')
filed with the Securities and Exchange Commission (``Commission''),
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to list shares of the Nuveen Long/Short Commodity
Total Return Fund under NYSE Amex Rule 1600 et seq. The proposed rule
change was published for comment in the Federal Register on May 7,
2012.\3\ The Commission received no comments on the proposal. This
order grants approval of the proposed rule change.
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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. 66887 (May 1, 2012),
77 FR 26798 (``Notice'').
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II. Description of the Proposed Rule Change

    The Exchange proposes to list shares (``Shares'') of the Nuveen
Long/Short Commodity Total Return Fund (``Fund'') pursuant to NYSE Amex
Rule 1600 et seq., which permits the listing of Trust Units \4\ on the
Exchange. The Fund was organized as a statutory trust under Delaware
law on May 25, 2011, and will be operated pursuant to a Trust
Agreement.\5\ The Fund will issue Shares that represent units of
fractional undivided beneficial interest in and ownership of the Fund.
The Fund will not continuously offer Shares and will not provide daily
redemptions. Thus, the Manager (as defined below) has advised the
Exchange that it expects the Shares to have trading characteristics
similar to those of exchange-traded closed-end funds.
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    \4\ The term ``Trust Units'' is defined as a security that is
issued by a trust or other similar entity that is constituted as a
commodity pool that holds investments comprising or otherwise based
on any combination of futures contracts, options on futures
contracts, forward contracts, swap contracts, and/or commodities.
See NYSE Amex Rule 1600(b)(ii).
    \5\ See Pre-Effective Amendment No. 3 to Registration Statement
on Form S-1 under the Securities Act of 1933 (15 U.S.C. 77a) as
filed with the Commission on December 20, 2011 (File No. 333-174764)
(``Registration Statement''). The Fund, as a commodity pool, will
not be subject to registration and regulation under the Investment
Company Act of 1940.
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    The Fund is managed by Nuveen Commodities Asset Management, LLC
(``Manager''), a Delaware limited liability company and a wholly-owned
subsidiary of Nuveen Investments, Inc. (``Nuveen Investments'').\6\ The
Manager will serve as the CPO and a CTA of the Fund and will determine
the Fund's overall investment strategy, including: (i) The selection
and ongoing monitoring of the Fund's sub-advisors; (ii) the assessment
of performance and potential needs to modify strategy or change sub-
advisors; (iii) the determination of the Fund's administrative
policies; (iv) the management of the Fund's business affairs; and (v)
the provision of certain clerical, bookkeeping, and other
administrative services.\7\
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    \6\ The Manager is registered as a commodity pool operator
(``CPO'') and a commodity trading advisor (``CTA'') with the
Commodity Futures Trading Commission (``CFTC'') and is a member of
the National Futures Association (``NFA'').
    \7\ Pursuant to the Fund's Trust Agreement, the Manager will
possess and exercise all authority (other than the limited functions
performed by the independent committee of the Manager which will
fulfill the Fund's audit committee and nominating committee
functions) to operate the business of the Fund and will be
responsible for the conduct of the Fund's commodity affairs. The
Manager has established within its organization an independent
committee, comprised of three members who are unaffiliated with the
Manager, which will fulfill the audit committee and nominating
committee functions for the Fund, those functions required under the
NYSE Amex listing standards, and certain other functions as set
forth in the Trust Agreement. As a registered CPO and CTA, the
Manager is required to comply with various regulatory requirements
under the CEA and the rules and regulations of the CFTC and the NFA.
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    Gresham Investment Management LLC (``Commodity Sub-Advisor'') will
be responsible for the Fund's commodity futures investment strategy and
options strategy.\8\ Nuveen Asset Management, LLC (``Collateral Sub-
Advisor''), an affiliate of the Manager and a wholly-owned subsidiary
of Nuveen Investments, will invest the Fund's collateral in short-term,
high-grade debt securities.
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    \8\ The Commodity Sub-Advisor is a Delaware limited liability
company, is registered with the CFTC as a CTA and a CPO, and is a
member of the NFA. As a registered CPO and CTA, the Commodity Sub-
Advisor is required to comply with various regulatory requirements
under the CEA and the rules and regulations of the CFTC and the NFA.
Nuveen Investments and the Commodity Sub-Advisor have announced the
execution of an agreement pursuant to which Nuveen Investments would
acquire a 60% interest in the Commodity Sub-Advisor, which would
make the Commodity Sub-Advisor an affiliate of the Manager.
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    Wilmington Trust Company is the Delaware Trustee of the Fund and is
unaffiliated with the Manager. State Street Bank and Trust Company
(``State Street'') will be the Custodian and Accounting Agent for the
assets of the Fund, and its affiliate, Computershare Shareholder
Services, Inc., will be the Transfer Agent and Registrar for the Shares
of the Fund. Barclays Capital Inc. (``BCI'') will serve as the Fund's
clearing broker to execute and clear the Fund's futures transactions
and provide other brokerage-related services. BCI is a registered
securities broker-dealer and futures commission merchant. BCI is wholly
owned by Barclays Bank PLC, which is authorized and regulated by the
U.K. Financial Services Authority.
    Each of the Manager, BCI, the Commodity Sub-Advisor, and the
Collateral Sub-Advisor has represented to the Exchange that it has
erected and maintains firewalls within its respective institution to
prevent the flow and/or use of non-public information regarding the
portfolio of underlying securities from the personnel involved in the
development and implementation of the investment strategy to others
such as sales and trading personnel. In the event that there is any new
manager, adviser, sub-adviser, or commodity broker, such new entity
will maintain a firewall within its respective institution to prevent
the flow and/or use of non-public information regarding the portfolio
of underlying commodity futures contracts.\9\
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    \9\ The Commodity Sub-Advisor and the Collateral Sub-Advisor are
each registered with the Commission under the Investment Advisers
Act of 1940 (``Advisers Act''). As a result, the Commodity Sub-
Advisor, the Collateral Sub-Advisor, any sub-adviser of either, and
the respective related personnel of both are subject to the
provisions of Rule 204A-1 under the Advisers Act relating to codes
of ethics. This Rule 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, procedures designed to prevent the communication and
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 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 Commission rules adopted there under; (ii) implemented,
at a minimum, an annual review regarding the adequacy of the
policies and procedures established pursuant to subparagraph (i)
above and the effectiveness of their implementation; and (iii)
designated an individual (who is a supervised person) responsible
for administering the policies and procedures adopted under
subparagraph (i) above.

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Description of the Fund's Investments

    The Fund's investment objective will be to generate attractive
total returns. The Fund will be actively managed and will seek to
outperform its benchmark, the Morningstar[supreg] Long/Short
CommoditySM Index (``Index'').\10\ In pursuing its
investment objective, the Fund will invest directly in a diverse
portfolio of exchange-traded commodity futures contracts that represent
the main commodity sectors and are among the most actively traded
futures contracts in the global commodity markets. Generally,
individual commodity futures positions may be either long or short (or
flat in the case of energy futures contracts) depending upon market
conditions. The Commodity Sub-Advisor will use various rules to
determine the commodity futures contracts in which the Fund will
invest, their respective weightings, and whether the futures positions
in each commodity are held long, short, or flat (in the case of energy
futures contracts). The Fund's commodity investments will, at all
times, be fully collateralized. The Fund's investments will be
consistent with its investment objective and will not be used to create
or enhance leverage. The Fund also will employ a commodity option
writing strategy that seeks to produce option premiums for the purpose
of enhancing the Fund's risk-adjusted total return over time. Option
premiums generated by this strategy may also enable the Fund to more
efficiently implement its distribution policy.
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    \10\ Morningstar, Inc., the Index sponsor, owns a dually-
registered investment advisor and broker-dealer subsidiary,
Morningstar Investment Services, Inc., which maintains a broker-
dealer registration for the limited purpose of receiving 12b-1 fees
directly from the underlying funds that make up the portfolios
managed by it. The Manager has advised the Exchange that it has been
informed by Morningstar, Inc., that it has erected and maintains
information firewalls between the group which is responsible for the
Index and employees of the broker-dealer to prevent the flow and/or
use of material non-public information regarding the Index from the
personnel responsible for the Index to employees of the broker-
dealer.
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    The Fund's investment strategy will utilize the Commodity Sub-
Advisor's proprietary long/short commodity investment program, which
has three principal elements:
     An actively managed long/short portfolio of exchange-
traded commodity futures contracts;
     A portfolio of exchange-traded commodity option contracts;
and
     A collateral portfolio of cash equivalents and short-term,
high-grade debt securities.
    The Manager has advised the Exchange that the Commodity Sub-Advisor
has represented that it does not believe that position limits will be
an issue for its firm, but that it has reserved firm-wide capacity for
the Fund so that the Fund will be able to continue to invest in futures
contracts without hitting any position limits.
    Long/Short Commodity Investment Program. The Fund's long/short
commodity investment program will be an actively managed, fully
collateralized, rules-based commodity investment strategy that seeks to
capitalize on opportunities in both up and down commodity markets. The
Fund will invest in a diverse portfolio of exchange-traded commodity
futures contracts with an aggregate notional value substantially equal
to the net assets of the Fund. To provide diversification, the Fund
will invest initially in approximately 20 commodities, and the long/
short commodity investment program rules will limit weights for any
individual commodity futures contract. The Fund expects to make
investments in the most actively traded commodity futures contracts in
the four main commodity sectors in the global commodities markets:
     Energy;
     Agriculture;
     Metals; and
     Livestock.
    During temporary defensive periods or during adverse market
circumstances,\11\ the Fund may deviate from its investment objective
and policies. The Commodity Sub-Advisor may invest 100% of the total
assets of the Fund in short-term, high-quality debt securities and
money market instruments to respond to adverse market circumstances.
The Fund may invest in such instruments for extended periods, depending
on the Commodity Sub-Advisor's assessment of market conditions. These
debt securities and money market instruments may include shares of
mutual funds, commercial paper, certificates of deposit, bankers'
acceptances, U.S. Government securities, repurchase agreements, and
bonds that are rated AAA.
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    \11\ Adverse market circumstances would include large downturns
in the broad market value of two or more times current average
volatility, where the Commodity Sub-Advisor views such downturns as
likely to continue for an extended period of time.
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    Generally, the program rules will be used to determine the specific
commodity futures contracts in which the Fund will invest, the relative
weighting for each commodity, and whether a position is either long or
short (or flat in the case of energy futures contracts).
    The commodity markets are dynamic and as such the long/short
commodity investment program may require frequent adjustments in the
Fund's commodity positions. The Commodity Sub-Advisor expects to trade
each position no less frequently than once per month. The relative
balance of the Fund's long/short commodity investments may vary
significantly over time, and at certain times, the Fund's aggregate
exposure may be all long, all short and flat, or may consist of various
combinations (long, short, and/or flat) thereof. The Commodity Sub-
Advisor intends to manage its overall strategy so that the notional
amount of the Fund's combined long, short, and flat futures positions
will not exceed 100% of the Fund's net assets. As of September 30,
2011, the Index had 61.85% long, 24.08% short and 14.07% flat exposure.
    The Fund has no intention to short energy futures contracts because
the prices of energy futures contracts are generally more sensitive to
geopolitical events than to economic factors and, as a result,
significant price variations are often driven by factors other than
supply-demand imbalances. References to a flat position mean that
instead of shorting energy futures contracts when market signals
dictate, the Fund will have no futures contracts positions, either long
or short, for that energy commodity. In that circumstance, the sum of
the notional value of the portfolio's futures contracts will be less
than the sum of the collateral assets. The difference quantitatively
equals the notional value of what would have been the short portion in
energy and is generally referred to as the ``flat'' position in energy.
Because the Fund will hold no futures contracts to express a flat
position, commodity traders customarily say that being flat is the
equivalent of being invested in cash. The amounts that otherwise would
have been allocated to an energy futures

contract will be held in cash as collateral for the Fund.
    The specific commodities and the total number of futures contracts
in which the Fund will invest, and the relative weighting of those
contracts, will be determined annually by the Commodity Sub-Advisor
based upon the composition of the Index at that time. The selected
commodity futures contracts are expected to remain unchanged until the
next annual reconstitution each December. Upon annual reconstitution,
the target weight of any individual commodity futures contract will be
set and will be limited to 10% of the Fund's net assets to provide for
diversification. The Commodity Sub-Advisor expects the actual portfolio
weights to vary during the year due to market movements. If price
movements cause an individual commodity futures contract to represent
more than 10% of the Index at any time between monthly rebalancing, the
Fund would seek to match the target weighting at the time of the
monthly rebalancing. Generally, the Fund expects to invest in short-
term commodity futures contracts with terms of one to three months, but
may invest in commodity futures contracts with terms of up to six
months.
    Eligible Contracts. The Fund will invest in those commodity futures
contracts and option contracts that are listed on an exchange with the
greatest dollar volume traded in those contracts. Listed below are the
main categories of eligible commodity futures contracts. The related
options contracts are traded on the same exchanges as the futures
contracts on which they are based. Each commodity may have several
different types of individual commodity futures contracts (e.g., hard
winter wheat and soft red wheat). The Commodity Sub-Advisor will have
discretion over commodity futures contract selection and may choose
from the available contract types.

----------------------------------------------------------------------------------------------------------------
                                                                                Trading Hours
                Group                          Commodity               Primary Exchange          (Eastern Time)
----------------------------------------------------------------------------------------------------------------
Energy...............................  Coal....................  New York Mercantile Exchange        18:00-15:00
                                       Crude Oil...............  New York Mercantile Exchange         9:00-14:30
                                       Crude Oil...............  ICE Futures Europe..........         1:00-23:00
                                       Ethanol.................  New York Mercantile Exchange         8:50-12:05
                                       Ethanol.................  Chicago Board of Trade......         9:30-13:15
                                       Gas Oil.................  ICE Futures Europe..........         1:00-23:00
                                       Gasoline................  New York Mercantile Exchange         9:00-14:30
                                       Heating Oil.............  New York Mercantile Exchange         9:00-14:30
                                       Natural Gas.............  New York Mercantile Exchange         9:00-14:30
                                       Propane.................  New York Mercantile Exchange           Delisted
Agriculture..........................  Butter..................  Chicago Mercantile Exchange.        12:05-12:15
                                       Cocoa...................  ICE Futures US..............         8:00-11:50
                                       Coffee..................  ICE Futures US..............         8:00-13:30
                                       Corn....................  Chicago Board of Trade......        10:30-14:15
                                       Cotton..................  ICE Futures US..............        10:30-14:15
                                       Diamonium Phosphate.....  Chicago Mercantile Exchange.           Delisted
                                       Lumber..................  Chicago Mercantile Exchange.        10:00-14:05
                                       Milk....................  Chicago Mercantile Exchange.        10:05-14:10
                                       Oats....................  Chicago Board of Trade......        10:30-14:15
                                       Orange Juice............  ICE Futures US..............        10:00-13:30
                                       Pulp....................  ICE Futures US..............         7:00-15:15
                                       Pulp....................  Chicago Mercantile Exchange.        17:00-16:00
                                       Rice....................  Chicago Board of Trade......         9:30-13:15
                                       Soybean Meal............  Chicago Board of Trade......        10:30-14:15
                                       Soybean Oil.............  Chicago Board of Trade......        10:30-14:15
                                       Soybeans................  Chicago Board of Trade......        10:30-14:15
                                       Sugar...................  ICE Futures US..............         8:10-13:30
                                       Urea....................  Chicago Mercantile Exchange.           Delisted
                                       Urea Ammonium Nitrate...  Chicago Mercantile Exchange.           Delisted
                                       Wheat...................  Chicago Board of Trade......        10:30-14:15
                                       Wheat...................  Kansas City Board of Trade..        10:30-14:15
Metals...............................  Aluminum................  New York Mercantile Exchange           Delisted
                                       Copper..................  New York Commodities                 8:10-13:00
                                                                  Exchange.
                                       Gold....................  New York Commodities                 8:20-13:30
                                                                  Exchange.
                                       Palladium...............  New York Mercantile Exchange         8:30-13:00
                                       Platinum................  New York Mercantile Exchange         8:20-13:05
                                       Silver..................  New York Commodities                 8:25-13:25
                                                                  Exchange.
Livestock............................  Broilers................  Chicago Mercantile Exchange.           Delisted
                                       Feeder Cattle...........  Chicago Mercantile Exchange.        10:05-14:00
                                       Hogs....................  Chicago Mercantile Exchange.        10:05-14:00
                                       Live Cattle.............  Chicago Mercantile Exchange.        10:05-14:00
                                       Pork Bellies............  Chicago Mercantile Exchange.           Delisted
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    Current Index Composition. The actual signals (direction) and
weights of the Morningstar[supreg] Long/Short CommoditySM
Index as of September 30, 2011 are as follows:

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

------------------------------------------------------------------------
Long Commodity Futures Positions........................          61.85%
Short Commodity Futures Positions.......................          24.08%
Flat Commodity Futures Positions........................          14.07%
                                                         ---------------
                                                                 100.00%
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------------------------------------------------------------------------
             Commodity                       Signal           Weight (%)
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Energy:
    Crude Oil Brent................  Long..................         8.18
    Gas-Oil-Petroleum..............  Long..................         6.50
    Heating Oil 2/Fuel Oil  Long..................         5.43
    Gasoline Blendstock............  Long..................         5.28
                                                            ------------
        Long Energy Positions......  ......................        25.39
    Crude Oil WTI..................  Flat..................         8.45
    Natural Gas Henry Hub..........  Flat..................         5.62
                                    ------------------------------------
        Flat Energy Positions......  ......................        14.07
                                    ------------------------------------
            Total Energy Positions.  ......................        39.46
Agriculture:
    Corn...........................  Long..................         5.20
    Soybeans.......................  Long..................         4.33
    Sugar 11..............  Long..................         4.08
    Coffee `C'/Colombian...........  Long..................         3.70
    Soybean Oil....................  Long..................         3.30
    Soybean Meal...................  Long..................         3.10
                                                            ------------
        Long Agriculture Positions.  ......................        23.71
    Wheat/No. 2 Soft Red...........  Short.................         5.58
    Wheat/No. 2 Hard Winter........  Short.................         3.60
    Cotton/1\1/16\.................  Short.................         3.59
                                    ------------------------------------
        Short Agriculture Positions  ......................        12.77
                                    ------------------------------------
            Total Agriculture        ......................        36.48
             Positions.
Metals:
    Gold...........................  Long..................         8.58
    Silver.........................  Long..................         4.17
                                                            ------------
        Long Metals Positions......  ......................        12.75
    Copper High Grade..............  Short.................         4.64
                                                            ------------
        Short Metals Positions.....  ......................         4.64
                                                            ------------
            Total Metals Positions.  ......................        17.39
Livestock:
    Cattle Live....................  Short.................         3.87
    Hogs Lean......................  Short.................         2.80
                                                            ------------
        Short Livestock Positions..  ......................         6.67
------------------------------------------------------------------------

    These are the actual signals and weights of the Index as of
September 30, 2011, and are not the actual signals or weights of the
Fund.
    The Index construction rules and other information about the Index
can be found on Morningstar's Web site at http://indexes.morningstar.com, which is publicly available at no charge.
    Long/Short Portfolio of Commodity Futures. The Fund will invest
directly in a diverse portfolio of exchange-traded commodity futures
contracts that provide long/short exposure to the global commodity
markets. By investing long/short, the Fund will seek to generate
attractive total returns from positive or negative commodity price
changes and positive or negative roll yield. Like most commodity
futures investors, the Fund will replace expiring futures contracts
with more distant contracts to avoid taking physical delivery of a
commodity. This replacement of expiring contracts with more distant
contracts is referred to as ``roll.'' To maintain exposure to commodity
futures over an extended period, before contracts expire, the Commodity
Sub-Advisor will roll the futures contracts throughout the year into
new contracts so as to maintain a fully invested position.
    The Commodity Sub-Advisor will employ a proprietary methodology in
assessing commodity market movements and in determining the Fund's
long/short commodity futures positions. Generally, the Commodity Sub-
Advisor will employ momentum-based modeling (quantitative formulas that
evaluate trend relationships between the changes in prices of futures
contracts and trading volumes for a specific commodity) to estimate
forward-looking prices and to evaluate the return impact of futures
contract rolls. To determine the direction of the commodity futures
position, either long or short (or flat in the case of energy futures
contracts), the Commodity Sub-Advisor will calculate a roll-adjusted
price that accounts for the current spot price and the impact of roll
yield. The

futures price for a commodity that has positive roll yield (described
as ``backwardation'') is adjusted up and the price for a commodity that
has negative roll yield (described as ``contango'') is adjusted down.
Generally, if a commodity's roll-adjusted price exceeds its 12-month
moving average, the Fund expects to be long the commodity futures
contract. Conversely, if the roll-adjusted price is below its 12-month
moving average, the Fund expects to be short the commodity futures
contract except for energy contracts which will be flat, i.e., in cash.
The Commodity Sub-Advisor may exercise discretion in its long/short
decisions and the timing and implementation of the Fund's commodity
investments to seek to benefit from trading on commodity price
momentum.
    The Commodity Sub-Advisor's long/short commodity investment program
rules are proprietary, were developed by its senior portfolio
management team, and expand upon the rules governing the Index. Upon
completing the initial investment of the net proceeds of the offering,
the Fund expects that the commodity futures contracts, their relative
weights, and long/short direction will substantially replicate the
constituent holdings and weights of the Index. Although the Commodity
Sub-Advisor may exercise discretion in deciding which commodities to
invest in, typically, the Fund expects to follow certain rules
pertaining to eligible commodity futures contracts, weights,
diversification, rebalancing, and annual reconstitution that are the
same as those for the Index in order to minimize the divergence between
the price behavior of the Fund's commodity futures portfolio and the
price behavior of the Index (referred to as ``tracking error''). Over
time, the Fund's commodity investments managed pursuant to the
Commodity Sub-Advisor's long/short commodity investment program may
differ from those of the Index.
    In addition, in actively managing the Fund's long/short portfolio
of commodity futures contracts, the Commodity Sub-Advisor will seek to
add value compared with the Index by implementing the following
proprietary investment methods: (i) Trading contracts in advance of
monthly index rolls; (ii) individual commodity futures contract
selection; and (iii) active implementation. As a result, the roll
dates, terms, underlying contracts, and contract prices selected by the
Commodity Sub-Advisor may vary significantly from the Index based upon
the Commodity Sub-Advisor's implementation of the long/short commodity
investment program in light of the relative value of different contract
terms. The Commodity Sub-Advisor's active management approach will be
market-driven and opportunistic and is intended to minimize market
impact and avoid market congestion during certain days of the trading
month.
    Integrated Options Strategy. The Fund will employ a commodity
option writing strategy that seeks to produce option premiums for the
purpose of enhancing the Fund's risk-adjusted total return over time.
Option premiums generated by this strategy may also enable the Fund to
more efficiently implement its distribution policy. There can be no
assurance that the Fund's options strategy will be successful.
    Pursuant to the options strategy, the Fund may sell commodity call
or put options, which will all be exchange-traded, on a continual basis
on up to approximately 25% of the notional value of each of its
corresponding commodity futures contracts that, in the Commodity Sub-
Advisor's determination, have sufficient option trading volume and
liquidity. Initially, the Fund expects to sell commodity options on
approximately 15% of the notional value of each of its commodity
futures contracts. If the Commodity Sub-Advisor buys the commodity
futures contract, they will sell a call option on the same underlying
commodity futures contract. If the Commodity Sub-Advisor shorts the
commodity futures contract, they will sell a put option on the same
underlying commodity futures contract (except in the case of energy
futures contracts). The Commodity Sub-Advisor may exercise discretion
with respect to commodity futures contract selection. Due to trading
and liquidity considerations, the Commodity Sub-Advisor may determine
that it is in the best interest of Fund shareholders to sell options on
like commodities (for example, gas oil and heating oil are like
commodities) and not matched commodity futures contracts.
    Since the Fund's option overwrite is initially expected to
represent 15% of the notional value of each of its commodity futures
contract positions, the Fund will retain the ability to benefit from
the full capital appreciation potential beyond the strike price on the
majority (85% or more) of its long and/or short commodity futures
contracts. An important objective of the Fund's long/short commodity
investment strategy will be to retain capital appreciation potential
with respect to the major portion of the Fund's portfolio.
    When initiating new trades, the Fund expects to sell covered in-
the-money options. Because the Fund will hold options until expiration,
the Fund may have uncovered out-of-the-money options in its portfolio
depending on price movements of the underlying futures contracts.\12\
This element of the Fund's options strategy increases the Fund's gap
risk, which is the risk that a commodity price will change from one
level to another with no trading in between. In the event of an extreme
market change or gap move in the price of a single commodity, the
Fund's options strategy may result in increased exposure to that
commodity from any uncovered options.
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    \12\ While the Fund intends to only write covered options, in
certain circumstances as described below, the Fund may continue to
hold options that due to subsequent trades become out-of-the-money
and would be uncovered options. An out-of-the-money option becomes
worthless after its expiration and there is no expectation that it
will be exercised (and there is no resulting exposure risk for the
Fund). For example, if the Fund is long wheat futures and sells
covered call options on wheat futures, subsequent price movements in
wheat futures may result in the Commodity Sub-Advisor, on behalf of
the Fund, reversing from a long position to a short position. In
this example, the Commodity Sub-Advisor would then sell its long
wheat futures contracts and hold onto the out-of-the-money call
option. At the same time, to effect its short position, the
Commodity Sub-Advisor would short wheat futures contracts and sell
covered put options on wheat futures. The Fund will rebalance its
positions no less frequently than monthly and as such it is
anticipated that no out-of-the-money option position would be
uncovered for longer than one month.
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    Generally, the Fund expects to sell short-term commodity options
with terms of one to three months. Subject to the foregoing
limitations, the implementation of the options strategy will be within
the Commodity Sub-Advisor's discretion. Over extended periods of time,
the ``moneyness'' of the commodity options may vary significantly. Upon
sale, the commodity options may be ``in-the-money,'' ``at-the-money,''
or ``out-of-the-money.'' A call option is said to be ``in-the-money''
if the exercise price is below current market levels, ``out-of-the-
money'' if the exercise price is above current market levels, and ``at-
the-money'' if the exercise price is at current market levels.
Conversely, a put option is said to be ``in-the-money'' if the exercise
price is above the current market levels and ``out-of-the-money'' if
the exercise price is below current market levels.
    If the Commodity Sub-Advisor determines the Fund should have long
exposure to an individual commodity futures contract, it will invest
long in the commodity futures contract and sell call options on the
same underlying commodity futures contract with the same strike price
and expiration date. If the Commodity Sub-Advisor determines the Fund
should have short exposure to

an individual commodity futures contract, it will short the commodity
futures contract and sell put options on the same underlying commodity
futures contract with the same strike price and expiration date.
    An exception is made for commodities in the energy sector since
prices of those contracts are extremely sensitive to geopolitical
events and not necessarily driven by supply-demand imbalances. If the
Commodity Sub-Advisor determines the Fund should have long exposure to
an energy futures contract, the Fund will only sell call options on
that contract. If the Commodity Sub-Advisor determines the Fund should
have short exposure to an energy futures contract, the Fund will move
to cash (i.e., a flat position) for that contract and will not sell
call or put options on that contract.
    Collateral Portfolio. The Fund's commodity investments will, at all
times, be fully collateralized. The notional value of the Fund's
commodity exposure is expected to be approximately equal to the market
value of the collateral. The Fund's commodity investments generally
will not require significant outlays of principal. Approximately 25% of
the Fund's net assets will be initially committed as ``initial'' and
``variation'' margin to secure the futures contracts. These assets will
be placed in one or more commodity futures accounts maintained by the
Fund at BCI and will be held in cash or invested in U.S. Treasury bills
and other direct or guaranteed debt obligations of the U.S. government
maturing within less than one year at the time of investment. The
remaining collateral (approximately 75% of the Fund's net assets) will
be held in a separate collateral investment account managed by the
Collateral Sub-Advisor.
    The Fund's assets held in this separate collateral account will be
invested in cash equivalents or short-term debt securities with final
terms not exceeding one year at the time of investment. These
collateral investments shall be rated at all times at the applicable
highest short-term or long-term debt or deposit rating or money market
fund rating as determined by at least one nationally recognized
statistical rating organization. These collateral investments will
consist primarily of direct and guaranteed obligations of the U.S.
government and senior obligations of U.S. government agencies and may
also include, among others, money market funds and bank money market
accounts invested in U.S. government securities, as well as repurchase
agreements collateralized with U.S. government securities.

Commodity Futures Contracts and Related Options

    Investments in individual commodity futures contracts and options
on futures contracts historically have had a high degree of price
variability and may be subject to rapid and substantial price changes,
which could affect the value of the Shares. The Fund will invest in a
diverse portfolio of exchange-traded commodity futures contracts and
exchange-traded options on commodity futures contracts. The Fund
expects to make investments in the most actively traded commodity
futures contracts in the four main commodity sectors in the global
commodities markets, as described above. Options on commodity futures
contracts are contracts giving the purchaser the right, as opposed to
the obligation, to acquire or to dispose of the commodity futures
contract underlying the option on or before a future date at a
specified price.
    The potential Fund investments in futures contracts and options on
such futures contracts are traded on U.S. and non-U.S. exchanges,
including the Chicago Board of Trade (``CBOT''), the Chicago Mercantile
Exchange (``CME''), the ICE Futures Europe, the ICE Futures U.S., the
New York Mercantile Exchange (``NYMEX'') and the New York Commodities
Exchange (``COMEX''), and the Kansas City Board of Trade (``KBOT'').

Additional Product Information

    Commencing with the Fund's first distribution, the Fund intends to
make regular monthly distributions to its shareholders (stated in terms
of a fixed cents per share distribution rate) based on the past and
projected performance of the Fund. Among other factors, the Fund will
seek to establish a distribution rate that roughly corresponds to the
Manager's projections of the total return that could reasonably be
expected to be generated by the Fund over an extended period of time.
Each monthly distribution will not be solely dependent on the amount of
income earned or capital gains realized by the Fund, and such
distributions may from time to time represent a return of capital and
may require that the Fund liquidate investments. As market conditions
and portfolio performance may change, the rate of distributions on the
Shares and the Fund's distribution policy could change. The Fund
reserves the right to change its distribution policy and the basis for
establishing the rate of its monthly distributions, or may temporarily
suspend or reduce distributions without a change in policy, at any time
and may do so without prior notice to shareholders.
    Under the Fund's intended operational procedures, the Fund's net
asset value (``NAV'') will be calculated after the close of the
Exchange (normally 4:00 p.m. Eastern Time or ``E.T.''), on each day
that the Exchange is open.\13\ The normal trading hours for those
investments of the Fund traded on the various commodity exchanges may
differ from the normal trading hours of the Exchange, which are from
9:30 a.m. to 4:00 p.m. E.T. Therefore, there may be time periods during
the trading day where the Shares will be trading on the Exchange, but
the futures contracts on various commodity exchanges will not be
trading. The value of the Shares may accordingly be influenced by the
non-concurrent trading hours between the Exchange and the various
futures exchanges on which the futures contracts based on the
underlying commodities are traded.
---------------------------------------------------------------------------

    \13\ NAV per Share will be computed by dividing the value of all
assets of the Fund (including any accrued interest and dividends),
less all liabilities (including accrued expenses and distributions
declared but unpaid), by the total number of Shares outstanding. The
Fund will publish its NAV on its Web site on a daily basis, rounded
to the nearest cent.
    For purposes of determining the NAV of the Fund, portfolio
instruments will be valued primarily by independent pricing services
approved by the Manager at their market value. The Manager will
review the values as determined by the independent pricing service
and discuss those valuations with the pricing service if appropriate
based on pricing oversight guidelines established by the Manager
that it believes are consistent with industry standards. If the
pricing services are unable to provide a market value or if a
significant event occurs such that the valuation(s) provided are
deemed unreliable, the Fund may value portfolio instrument(s) at
their fair value, which will be generally the amount that the Fund
might reasonably expect to receive upon the current sale or closing
of a position. The fair value of an instrument will be based on the
Manager's good faith judgment and may differ from subsequent quoted
or published prices.
---------------------------------------------------------------------------

    The Fund will not continuously offer Shares and will not provide
daily redemptions. Rather, if a shareholder determines to buy
additional Shares or sell Shares already held, the shareholder may do
so by trading on the Exchange through a broker or otherwise. Shares of
the Fund may trade on the Exchange at prices higher or lower than NAV.
Because the market value of the Fund's Shares may be influenced by such
factors as distribution levels (which are in turn affected by
expenses), distribution stability, NAV, relative demand for and supply
of such Shares in the market, general market and economic conditions,
and other factors beyond the Fund's control, the Fund cannot guarantee
that Shares will trade

at a price equal to or higher than NAV in the future. Shares will be
registered in book entry form through the Depository Trust & Clearing
Corporation.
    Additional information regarding the Fund, the Shares, the Fund's
investment strategies, risks, fees, portfolio holdings and disclosure
policies, distributions, availability of information, trading rules and
halts, and surveillance procedures, among other things, can be found in
the Notice and the Registration Statement, as applicable.\14\
---------------------------------------------------------------------------

    \14\ See Notice and Registration Statement, supra notes 3 and 5,
respectively.
---------------------------------------------------------------------------

III. Discussion and Commission's Findings

    The Commission has carefully reviewed the proposed rule change and
finds that it is consistent with the requirements of Section 6 of the
Act and the rules and regulations thereunder applicable to a national
securities exchange.\15\ In particular, the Commission finds that the
proposal is consistent with Section 6(b)(5) of the Act,\16\ which
requires, among other things, that the Exchange's rules be designed to
prevent fraudulent and manipulative acts and practices, to promote just
and equitable principles of trade, to foster cooperation and
coordination with persons engaged in facilitating transactions in
securities, to remove impediments to and perfect the mechanism of a
free and open market and a national market system, and, in general, to
protect investors and the public interest. The Commission notes that
the Fund and the Shares must comply with the rules of the Exchange,
including the requirements of NYSE Amex Rule 1600 et seq., to be listed
and traded on the Exchange.
---------------------------------------------------------------------------

    \15\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
    \16\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Commission finds that the proposal to list and trade the Shares
on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the
Act,\17\ 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. Quotation and last-
sale information for the Shares will be available through the
facilities of the Consolidated Tape Association (``CTA''). The daily
settlement prices of the futures contracts and options on futures
contracts held by the Fund are readily available from the Web sites of
the relevant futures exchanges, automated quotation systems, published
or other public sources, or on-line information services such as
Bloomberg or Reuters. The relevant futures exchanges also provide
delayed futures information on current and past trading sessions and
market news free of charge on their respective Web sites. Futures and
related exchange-traded options quotes and last-sale information for
the commodity futures contracts are widely disseminated through a
variety of market data vendors worldwide, including Bloomberg and
Reuters, and complete real-time data for futures contracts and
exchange-traded options is available by subscription from Reuters and
Bloomberg. The daily returns for the Index (i.e., percentage change
from the previous day) are posted on the Morningstar Web site by 8:00
a.m. E.T. on the following business day, and the Index value is
disseminated through Bloomberg and other market data vendors every 15
seconds from 9:30 a.m. to 5:15 p.m. E.T. The Index construction rules
and other information about the Index are publicly available on
Morningstar's Web site at no charge. The Fund's total portfolio
composition and the composition of the collateral portfolio will be
disclosed on the Fund's Web site on each business day that the Exchange
is open for trading.\18\ As noted above, the Fund's NAV will be
calculated after the close of the Exchange (normally 4:00 p.m. E.T.),
on each day that the Exchange is open, and disseminated daily to all
market participants at the same time.\19\ The Fund's Web site will also
include a form of the prospectus for the Fund, information relating to
NAV, and other quantitative and trading information.\20\
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \18\ This Web site disclosure of portfolio holdings will be made
daily and will include, as applicable: (a) The name, number of
contracts or options, value per contract or option, and total value
and percentage of the Fund's total value represented by each
individual commodity futures contract or option to purchase a
commodity futures contract invested in by the Fund; (b) the total
value of the collateral as represented by cash; (c) cash
equivalents; and (d) debt securities rated at the applicable highest
short-term or long-term debt or deposit rating or money market fund
rating as determined by at least one nationally recognized
statistical rating organization held in the Fund's portfolio. The
total portfolio holdings will be disseminated to all market
participants at the same time.
    \19\ NAV per Share will be computed by dividing the value of all
assets of the Fund (including any accrued interest and dividends),
less all liabilities (including accrued expenses and distributions
declared but unpaid), by the total number of Shares outstanding. The
Fund will publish its NAV on its Web site on a daily basis, rounded
to the nearest cent.
    \20\ The Exchange notes that exchange traded funds (``ETFs'')
(and commodity pools that seek to replicate an ETF structure)
publish intraday indicative values generally every 15 seconds (along
with full transparency of portfolio holdings) in order to facilitate
the arbitrage mechanism that is intended to minimize any deviation
between the ETF's market price and the per share NAV of the ETF
shares, which in turn facilitates the creation/redemption mechanism
that is fundamental to ETFs. The creation/redemption mechanism is
the process by which institutional investors make and redeem
investments in large ``Creation Units'' of ETF Shares. Unlike ETFs,
the Fund will not redeem its Shares, and therefore will not rely on
a creation/redemption mechanism to create an arbitrage mechanism.
Instead, the Manager has advised the Exchange that it expects the
Shares to have trading characteristics similar to those of exchange-
traded closed-end funds. Because the Fund has no creation/redemption
mechanism, the Manager has advised the Exchange that it believes
that the publishing of an intraday indicative value for the Fund
would serve no useful purpose for investors or the market as a
whole, and because the Fund is actively managed, publication of its
trades in advance would be harmful to the Fund and its shareholders.
---------------------------------------------------------------------------

    The Commission further 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 will obtain a
representation from the issuer of the Shares that the NAV per Share
will be calculated daily and will be made available to all market
participants at the same time.\21\ With respect to trading halts, the
Exchange may consider all relevant factors in exercising its discretion
to halt or suspend trading in the Shares, and trading may be halted
because of market conditions or for reasons that, in the view of the
Exchange, make trading in the Shares inadvisable. In particular, if the
Exchange becomes aware that the portfolio holdings and NAV per Share
are not being disseminated as required, the Exchange may halt trading
during the day in which the interruption to the dissemination of the
portfolio holdings or NAV per Share occurs. If the interruption to the
dissemination of the portfolio holdings or NAV per Share 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.\22\

In addition, each of the Manager, the Commodity Sub-Advisor, and the
Collateral Sub-Advisor has represented to the Exchange that it has
erected and maintains firewalls within its respective institution to
prevent the flow and/or use of non-public information regarding the
portfolio of underlying securities from the personnel involved in the
development and implementation of the investment strategy to others
such as sales and trading personnel. The Commodity Sub-Advisor, the
Collateral Sub-Advisor, any sub-adviser of either, and the respective
related personnel of both are subject to the provisions of Rule 204A-1
under the Advisers Act relating to codes of ethics. Morningstar, Inc.
has erected and maintains information firewalls between the group which
is responsible for the Index and employees of its broker-dealer
subsidiary to prevent the flow and/or use of material non-public
information regarding the Index from the personnel responsible for the
Index to employees of the broker-dealer. The Exchange states that it
has a general policy prohibiting the distribution of material, non-
public information by its employees. The Commission also notes that the
Exchange is able to obtain information with respect to the underlying
futures contracts and options on futures contracts from the exchanges
listing and trading such futures contracts and options on futures
contracts that are members of the Intermarket Surveillance Group
(``ISG'') or with which the Exchange has entered into a comprehensive
surveillance sharing agreement.\23\
---------------------------------------------------------------------------

    \21\ See NYSE Amex Rule 1602(a)(ii). The Manager has represented
to the Exchange that the NAV will be disseminated to all market
participants at the same time. See Notice, supra, note 3.
    \22\ See NYSE Amex Rule 1602(b)(ii). In addition, the Exchange
will halt trading in the Shares if the circuit breaker parameters of
Rule 80B-NYSE Amex Equities have been reached. In exercising its
discretion to halt or suspend trading in the Shares, the Exchange
may consider factors such as those set forth in Rule 953NY(a), in
addition to other factors that may be relevant. Id.
    \23\ The Exchange represents that it can obtain market
surveillance information, including customer identity information,
with respect to transactions occurring on exchanges that are members
of ISG, including CME, CBOT, COMEX, NYMEX (all of which are part of
CME Group, Inc.), and ICE Futures US. In addition, the Exchange
currently has in place a comprehensive surveillance sharing
agreement with each of CME, NYMEX, ICE Futures Europe, and KCBOT for
the purpose of providing information in connection with trading in
or related to futures contracts or options on futures contracts
traded on those markets.
---------------------------------------------------------------------------

    The Exchange further represents that the Shares are deemed to be
equity securities, thus rendering trading in the Shares subject to the
Exchange's existing rules governing the trading of equity securities.
In support of this proposal, the Exchange has made representations,
including:
    (1) The Fund will be subject to the criteria in NYSE Amex Rule 1602
for initial and continued listing of the Shares.
    (2) The Exchange's surveillance procedures are adequate to properly
monitor Exchange trading of the Shares and to deter and detect
violations of Exchange rules and applicable federal securities laws.
All of the commodity futures contracts and options on commodity futures
contracts in which the Fund will invest will be traded on regulated
exchanges, and the Manager has represented to the Exchange that, while
the Fund may invest in futures contracts or options on futures
contracts which trade on markets that are not members of ISG or with
which the Exchange does not have in place a comprehensive surveillance
sharing agreement, such instruments will never represent more than 10%
of the Fund's holdings.
    (3) The Exchange will distribute an Information Circular
(``Circular'') to its members in connection with the trading of the
Shares. The Circular will discuss the special characteristics and risks
of trading this type of security. Specifically, the Circular, among
other things, will discuss what the Shares are, the requirement that
members and member firms deliver a prospectus to investors purchasing
the Shares prior to or concurrently with the confirmation of a
transaction during the initial public offering, applicable NYSE Amex
rules, and trading information and applicable suitability rules. The
Circular will also explain that the Fund is subject to various fees and
expenses described in the Registration Statement. The Circular will
also reference the fact that there is no regulated source of last sale
information regarding physical commodities and note the respective
jurisdictions of the Commission and CFTC. The Circular will also advise
members of their suitability obligations with respect to recommended
transactions to customers in the Shares.
    (4) For initial and continued listing of the Shares, the Fund will
be in compliance with Rule 10A-3 under the Act.\24\
---------------------------------------------------------------------------

    \24\ See 17 CFR 240.10A-3.
---------------------------------------------------------------------------

    (5) The Fund will not invest in swaps or over-the-counter
derivatives.
    (6) The Fund's commodity investments will, at all times, be fully
collateralized, and the Fund's investments will be consistent with the
Fund's investment objective and will not be used to enhance leverage.
    (7) A minimum of 2,000,000 Shares will be required to be publicly
distributed at the commencement of trading on the Exchange.

This approval order is based on all of the Exchange's representations
and description of the Fund, including those set forth above and in the
Notice.

    For the foregoing reasons, the Commission finds that the proposed
rule change is consistent with Section 6(b)(5) of the Act \25\ and the
rules and regulations thereunder applicable to a national securities
exchange.
---------------------------------------------------------------------------

    \25\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\26\ that the proposed rule change (SR-NYSEAmex-2012-24) be, and it
hereby is, approved.
---------------------------------------------------------------------------

    \26\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\27\
---------------------------------------------------------------------------

    \27\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-15492 Filed 6-25-12; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 81, Number 89 (Monday, May 9, 2016)]
[Rules and Regulations]
[Pages 28018-28019]
[FR Doc No: 2016-10772]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 117

[Docket No. USCG-2016-0090]
RIN 1625-AA09

Drawbridge Operation Regulation; Youngs Bay, Astoria, OR

AGENCY: Coast Guard, DHS.

ACTION: Temporary final rule.

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SUMMARY: The Coast Guard is temporarily changing the operating schedule
that governs the Oregon State (Old Youngs Bay) highway bridge, mile
2.4, across Youngs Bay foot of Fifth Street at Astoria, OR. The Oregon
Department of Transportation (ODOT) requested to change the operating
schedule of the Old Youngs Bay Bridge for work on both bascule lifts.
This change will allow ODOT to operate the double bascule draw in
single leaf mode, one lift at a time, which will reduce the vertical
clearance of the non-operable half of the span by five feet.

DATES: This temporary final rule is effective from 12 a.m. on June 16,
2016 through 11:59 p.m. on October 31, 2016.

ADDRESSES:  To view documents mentioned in this preamble as being
available in the docket, go to http://www.regulations.gov, type USCG-
2016-0090 in the ``SEARCH'' box and click ``SEARCH.'' Click on Open
Docket Folder on the line associated with this rulemaking.

FOR FURTHER INFORMATION CONTACT: If you have questions on this
temporary final rule, call or email Steven M. Fischer, Bridge
Administrator, Thirteenth Coast Guard District Bridge Program Office,
telephone<PHONE_NUMBER>; email<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. Table of Abbreviations

CFR Code of Federal Regulations
DHS Department of Homeland Security
E.O. Executive order
FR Federal Register
NPRM Notice of Proposed Rulemaking
Sec.  Section Symbol
U.S.C. United States Code
ODOT Oregon State Department of Transportation
TFR Temporary Final Rule

II. Background, Purpose and Legal Basis

    The Coast Guard is issuing this temporary final rule (TFR) without
prior notice and opportunity to comment pursuant to authority under
section 4(a) of the Administrative Procedure Act (APA) (5 U.S.C.
553(b)). This provision authorizes an agency to issue a rule without
prior notice and opportunity to comment when the agency for good cause
finds that those procedures are ``impracticable, unnecessary, or
contrary to the public interest.'' Under 5 U.S.C. 553(b), the Coast
Guard finds that good cause exists for not publishing a notice of
proposed rulemaking (NPRM) with respect to this rule because to do so
would be unnecessary. This deviation is already in place and waterway
users are already acting in accordance with the schedule with no actual
or anticipated impacts. Additionally, in response to the initial
request from the ODOT, the Coast Guard published a notice of deviation
on February 3, 2016, 81 FR 6758, which temporarily changed the
operating schedule of the Old Youngs Bay Bridge through June 15, 2016.
The Coast Guard contacted known waterway users who indicated such a
deviation would have no significant impact. Therefore, it is
unnecessary to provide an opportunity for notice and comment.

III. Legal Authority and Need for Rule

    The Coast Guard is issuing this rule under authority 33 U.S.C. 499.
The ODOT owns and operates the Old Youngs Bay Bridge in accordance with
33 CFR 117.899(b). This bridge provides a vertical clearance
approximately 19 feet above mean high water when in the closed-to-
navigation position. ODOT is conducting bridge repairs, which are
scheduled to be complete on October 31, 2016. In order to facilitate
bridge repairs, one half of the double bascule bridge will have a
containment system installed on the non-opening half of the span. This
containment system will reduce the vertical clearance of the bridge by
5 feet, or 14 feet above mean high water. Both the previous notice of
temporary deviation and this TFR allow the drawtender to open only half
the draw span in single leaf mode.
    Marine traffic on Youngs Bay consists of vessels ranging from small
pleasure craft, sailboats, small tribal fishing boats, and commercial
tug and tow, and mega yachts.

IV. Discussion of the Rule

    We are amending 33 CFR 117.899 to indicate that half of the double
bascule span of the Youngs Bay Bridge will be opened instead of both
spans once notice has been provided to the drawtender at the Lewis and
Clark River Bridge. The draw span will be operable from 7 a.m. to 5
p.m. on weekdays and from 8 a.m. to 4 p.m. on weekends. This amendment
will be in effect from 12 a.m. on June 16, 2016 through 11:59 p.m. on
October 31, 2016, after which the bridge will be able to open both
spans as before. The TFR is necessary to accommodate extensive
maintenance and restoration efforts on the Old Youngs Bay Bridge. The
TFR will allow construction workers to complete bridge and highway
upgrades before winter, while having minimal impact on maritime
navigation.

V. Regulatory Analyses

    We developed this rule after considering numerous statutes and
Executive Orders (E.O.(s)) related to rulemaking. Below we summarize
our analyses based on these statutes and E.O.(s), and we discuss First
Amendment rights of protestors.

A. Regulatory Planning and Review

    E.O. 12866 and E.O. 13563 direct agencies to assess the costs and
benefits of available regulatory alternatives and, if regulation is
necessary, to select regulatory approaches that maximize net benefits.
E.O. 13563 emphasizes the importance of quantifying both costs and
benefits, of reducing costs, of harmonizing rules, and of promoting
flexibility. This rule has not been designated a ``significant
regulatory action,'' under E.O. 12866. Accordingly, it has not been
reviewed by the Office of Management and Budget. This regulatory action
determination is based

on the ability of the Old Youngs Bay Bridge to open half the span on
signal.

B. Impact on Small Entities

    The Regulatory Flexibility Act of 1980 (RFA), 5 U.S.C. 601-612, as
amended, requires federal agencies to consider the potential impact of
regulations on small entities during rulemaking. The term ``small
entities'' comprises small businesses, not-for-profit organizations
that are independently owned and operated and are not dominant in their
fields, and governmental jurisdictions with populations of less than
50,000. The Coast Guard certifies under 5 U.S.C. 605(b) that this rule
will not have a significant economic impact on a substantial number of
small entities. While some owners or operators of vessels intending to
transit the bridge may be small entities, for the reasons stated in
section V.A above, this rule would not have a significant economic
impact on any vessel owner or operator.
    Under section 213(a) of the Small Business Regulatory Enforcement
Fairness Act of 1996 (Pub. L. 104-121), we want to assist small
entities in understanding this rule. If the rule would affect your
small business, organization, or governmental jurisdiction and you have
questions concerning its provisions or options for compliance, please
contact the person listed in the FOR FURTHER INFORMATION CONTACT,
above.
    Small businesses may send comments on the actions of Federal
employees who enforce, or otherwise determine compliance with, Federal
regulations to the Small Business and Agriculture Regulatory
Enforcement Ombudsman and the Regional Small Business Regulatory
Fairness Boards. The Ombudsman evaluates these actions annually and
rates each agency's responsiveness to small business. If you wish to
comment on actions by employees of the Coast Guard, call 1-888-REG-FAIR
(1-888-734-3247). The Coast Guard will not retaliate against small
entities that question or complain about this rule or any policy or
action of the Coast Guard.

C. Collection of Information

    This rule would call for no new collection of information under the
Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520).

D. Federalism and Indian Tribal Government

    A rule has implications for federalism under E.O. 13132,
Federalism, if it has a substantial direct effect 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. We have analyzed this rule under that Order and have
determined that it is consistent with the fundamental federalism
principles and preemption requirements described in E.O. 13132.
    Also, this rule does not have tribal implications under E.O. 13175,
Consultation and Coordination with Indian Tribal Governments, because
it would not have a substantial direct effect on one or more Indian
tribes, on the relationship between the Federal Government and Indian
tribes, or on the distribution of power and responsibilities between
the Federal Government and Indian tribes.

E. Unfunded Mandates Reform Act

    The Unfunded Mandates Reform Act of 1995 (2 U.S.C. 1531-1538)
requires Federal agencies to assess the effects of their discretionary
regulatory actions. In particular, the Act addresses actions that may
result in the expenditure by a State, local, or tribal government, in
the aggregate, or by the private sector of $100,000,000 (adjusted for
inflation) or more in any one year. Though this rule will not result in
such expenditure, we do discuss the effects of this proposed rule
elsewhere in this preamble.

F. Environment

    We have analyzed this proposed rule under Department of Homeland
Security Management Directive 023-01 and Commandant Instruction
M16475.lD, which guides the Coast Guard in complying with the National
Environmental Policy Act of 1969 (NEPA) (42 U.S.C. 4321-4370f), and
have made a preliminary determination that this action is one of a
category of actions which do not individually or cumulatively have a
significant effect on the human environment. This proposed rule simply
promulgates the operating regulations or procedures for drawbridges.
Normally such actions are categorically excluded from further review,
under figure 2-1, paragraph (32)(e), of the Instruction.
    Under figure 2-1, paragraph (32)(e), of the Instruction, an
environmental analysis checklist and a categorical exclusion
determination are not required for this rule.

G. Protest Activities

    The Coast Guard respects the First Amendment rights of protesters.
Protesters are asked to contact the person listed in the FOR FURTHER
INFORMATION CONTACT section to coordinate protest activities so that
your message can be received without jeopardizing the safety or
security of people, places or vessels.

List of Subjects in 33 CFR Part 117

    Bridges.

    For the reasons discussed in the preamble, the Coast Guard amends
33 CFR part 117 as follows:

PART 117--DRAWBRIDGE OPERATION REGULATIONS

0
1. The authority citation for part 117 continues to read as follows:

    Authority: 33 U.S.C. 499; 33 CFR 1.05-1; Department of Homeland
Security Delegation No. 0170.1.

0
2. In Sec.  117.899, from 12 a.m. on June 16, 2016 through 11:59 p.m.
on October 31, 2016, suspend paragraph (b) and add a paragraph (d).
    The addition reads as follows:

Sec.  117.899  Youngs Bay and Lewis and Clark River.

* * * * *
    (d) The draw of the Oregon State (Old Youngs Bay) highway bridge,
mile 2.4, across Youngs Bay foot of Fifth Street, shall open half of
the double bascule span on signal for the passage of vessels, if at
least one half-hour notice is given to the drawtender, at the Lewis and
Clark River Bridge by marine radio, telephone, or other suitable means
from 7 a.m. to 5 p.m. Monday through Friday and from 8 a.m. to 4 p.m.
Saturday and Sunday through October 31, 2016. At all other times,
including all Federal holidays, but Columbus Day, at least a two-hour
notice by telephone is required. The opening signal is two prolonged
blasts followed by one short blast.

R.T. Gromlich,
Rear Admiral, U.S. Coast Guard, Commander, Thirteenth Coast Guard
District.
[FR Doc. 2016-10772 Filed 5-6-16; 8:45 am]
 BILLING CODE 9110-04-P


[Federal Register Volume 84, Number 138 (Thursday, July 18, 2019)]
[Notices]
[Pages 34387-34389]
[FR Doc No: 2019-14468]

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ENVIRONMENTAL PROTECTION AGENCY

[FRL-9995-21-OMS]

Privacy Act of 1974; System of Records

AGENCY: Office of Mission Support, Environmental Protection Agency
(EPA).

ACTION: Notice of a new system of records.

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SUMMARY: The U.S. Environmental Protection Agency's (EPA) Office of the
Administrator is giving notice that it proposes to create a new system
of records pursuant to the provisions of the Privacy Act of 1974.
iComplaints EEO Case Management System (ICOM) is being created to
support the Agency's Employment Complaints Resolution program as
required by the Equal Employment Opportunity Commission (EEOC) and in
compliance with the requirements of the Code of Federal Regulations.

DATES: Persons wishing to comment on this system of records notice must
do so by August 19, 2019. New routine uses for this modified system of
records will be effective August 19, 2019.

ADDRESSES: Submit your comments, identified by Docket ID No. EPA-HQ-
OEI-2018-0219, by one of the following methods:
     www.regulations.gov: Follow the online instructions for
submitting comments.
     Email<EMAIL_ADDRESS>     Fax:<PHONE_NUMBER>.
     Mail: OEI Docket, Environmental Protection Agency, Mail
code: 2822T, 1200 Pennsylvania Ave. NW, Washington, DC 20460.
     Hand Delivery: OEI Docket, EPA/DC, WJC West Building, Room
3334, 1301 Constitution Ave. NW, Washington, DC. Such deliveries are
only accepted during the docket's normal hours of operation, and
special arrangements should be made for deliveries of boxed
information.
    Instructions: Direct your comments to Docket ID No. EPA-HQ-OEI-
2018-0219. The EPA's policy is that all comments received will be
included in the public docket without change and may be made available
online at

www.regulations.gov, including any personal information provided,
unless the comment includes information claimed to be Confidential
Business Information (CBI) or other information for which disclosure is
restricted by statute. Do not submit information that you consider to
be CBI or otherwise protected through www.regulations.gov. The
www.regulations.gov website is an ``anonymous access'' system, which
means the EPA will not know your identity or contact information unless
you provide it in the body of your comment. If you send an email
comment directly to the EPA without going through www.regulations.gov
your email address will be automatically captured and included as part
of the comment that is placed in the public docket and made available
on the internet. If you submit an electronic comment, the EPA
recommends that you include your name and other contact information in
the body of your comment and with any disk or CD-ROM you submit. If the
EPA cannot read your comment due to technical difficulties and cannot
contact you for clarification, the EPA may not be able to consider your
comment. Electronic files should avoid the use of special characters,
any form of encryption, and be free of any defects or viruses. For
additional information about the EPA's public docket visit the EPA
Docket Center homepage at http://www.epa.gov/epahome/dockets.htm.
    Docket: All documents in the docket are listed in the
www.regulations.gov index. Although listed in the index, some
information is not publicly available (e.g., CBI or other information
for which 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 either
electronically in www.regulations.gov or in hard copy at the OEI
Docket, EPA/DC, WJC West Building, Room 3334, 1301 Constitution Ave.
NW, Washington, DC. The Public Reading Room is open from 8:30 a.m. to
4:30 p.m., Monday through Friday excluding legal holidays. The
telephone number for the Public Reading Room is<PHONE_NUMBER>, and the
telephone number for the OEI Docket is<PHONE_NUMBER>.

FOR FURTHER INFORMATION CONTACT:  Renee Clark,<PHONE_NUMBER> or
<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: The U.S. Environmental Protection Agency
(EPA) is creating a FedRAMP cloud service-based Privacy Act system of
records for the processing of discrimination complaints. iComplaints
(ICOM) is an information management and reporting system for internal
EPA use. The information collected in the ICOM system is required by
the Equal Employment Opportunity Commission (EEOC) under 29 CFR
1614.100 through 1614.110 and in order for the Agency to comply with
EEOC Management Directive 110. Complainants provide their personally
identifiable information (PII) to the EPA's Office of Civil Rights
(OCR) so that they may be contacted in connection with the status of
their complaint. ICOM will contain PII.
    Only OCR EPA staff at Headquarters and in the Regions and the ICOM
system contractors will have access to the database via approved
computers logged on thru the EPA LAN network.
SYSTEM NAME AND NUMBER:
    iComplaints EEO Case Management System (ICOM) EPA-80

SECURITY CLASSIFICATION:
    Unclassified.

SYSTEM LOCATION:
    Office of Civil Rights, US EPA, 1200 Pennsylvania Ave. NW,
Washington, DC 20004.

SYSTEM MANAGER(S):
    Vicki Simons, Director, Office of Civil Rights, US EPA, 1200
Pennsylvania Ave. NW, Washington, DC 20004,<PHONE_NUMBER> or
<EMAIL_ADDRESS>
AUTHORITY FOR MAINTENANCE OF THE SYSTEM:
    Section 717 of the Civil Rights Act of 1964, as amended, 42 U.S.C.
2000e-16; Executive Order 11748; and Section 501 of the Rehabilitation
Act of 1973, as amended by Public Law 99-506, 100 Stat. 1807, October
21, 1986, EEOC Management Directives 110 and 715.

PURPOSE(S) OF THE SYSTEM:
    The primary purpose of the ICOM system is to maintain all EPA Equal
Employment Opportunity discrimination complaints and subsequent
reports, as required by the EEOC, in accordance with Title VII of the
Civil Rights Act of 1964 (Title VII), as amended, 42 U.S.C. 2000e et
seq., 29 CFR 1614.101 through 1614.110 and EEOC Management Directive
110. The information collected will be used in complaint
investigations, as required by the EEOC. The EEOC requires federal
agencies to process complaints of discrimination raised by employees or
applicants for employment. The documentation received for processing
these complaints will contain personally identifiable information (PII)
which will be housed in ICOM.

CATEGORIES OF INDIVIDUALS COVERED BY THE SYSTEM:
    Employees of the United States Environmental Protection Agency and
applicants for employment.

CATEGORIES OF RECORDS IN THE SYSTEM:
    This system contains general human resources elements and contact
information which includes Employee ID; Name; Home Address; Work
Address; Email Address; Telephone Number; Series, Grade; Step, Salary;
Target Grade; Management Level; Supervisor Level; Base Pay; Work
Schedule; Fair Labor Standards Act; Union,; Position; Title; Sex;
Disability; Age; Education Level; Academic Discipline; Veteran Status;
Veteran preferences; Citizenship; Date Entered in Current Grade; Month-
in-Grade; Service Completion Date; and Years-in-Service; Race; National
Origin; Disability Status.

RECORD SOURCE CATEGORIES:
    Employee, Supervisor or Applicant.

ROUTINE USES OF RECORDS MAINTAINED IN THE SYSTEM, INCLUDING CATEGORIES
OF USERS, AND PURPOSES OF SUCH USES:
    The following new or modified routine uses apply to this system
because the use of the record is necessary for the efficient conduct of
government. The routine uses are related to and compatible with the
original purpose for which the information was collected. The last two
routine uses are required under OMB M-17-12.
    (1) Disclosure to Congressional Offices.
    Information may be disclosed to a congressional office from the
record of an individual in response to an inquiry from the
congressional office made at the request of the individual.
    (2) Disclosure to Contractors, Grantees, and Others.
    Information may be disclosed to contractors, grantees, consultants,
or volunteers performing or working on a contract, service, grant,
cooperative agreement, job, or other activity for the Agency and who
have a need to have access to the information in the performance of
their duties or activities for the Agency. When appropriate, recipients
will be required to comply with the requirements of the Privacy Act of
1974 as provided in 5 U.S.C. 552a(m).
    (3) Disclosures for Administrative Claims, Complaints and Appeals.
    Information from this system of records may be disclosed to an
authorized appeal grievance examiner, formal complaints examiner, equal
employment opportunity investigator,

arbitrator or other person properly engaged in investigation or
settlement of an administrative grievance, complaint, claim, or appeal
filed by an employee, but only to the extent that the information is
relevant and necessary to the proceeding. Agencies that may obtain
information under this routine use include, but are not limited to, the
Office of Personnel Management, Office of Special Counsel, Merit
Systems Protection Board, Federal Labor Relations Authority, Equal
Employment Opportunity Commission, and Office of Government Ethics.
    (4) Disclosure in Connection with Litigation.
    Information from this system of records may be disclosed in
connection with litigation or settlement discussions regarding claims
by or against the Agency, including public filing with a court, to the
extent that disclosure of the information is relevant and necessary to
the litigation or discussions and except where court orders are
otherwise required under section (b)(11) of the Privacy Act of 1974, 5
U.S.C. 552a(b)(11).
    (5) Disclosure to Persons or Entities in Response to an Actual of
Suspected Breach of Personally Identifiable Information.
    To appropriate agencies, entities, and persons when (1) the Agency
suspects or has confirmed that there has been a breach of the system of
records, (2) the Agency has determined that as a result of the
suspected or confirmed breach there is a risk of harm to individuals,
the Agency (including its information systems, programs, and
operations), the Federal Government, or national security; and (3) the
disclosure made to such agencies, entities, and persons is reasonably
necessary to assist in connection with the Agency's efforts to respond
to the suspected or confirmed breach or to prevent, minimize, or remedy
such harm.
    (6) Disclosure to assist another agency in its efforts to respond
to a breach.
    To another Federal agency or Federal entity, when the Agency
determines that information from this system of records is reasonably
necessary to assist the recipient agency or entity in (1) responding to
a suspected or confirmed breach or (2) preventing, minimizing, or
remedying the risk of harm to individuals, the recipient agency or
entity (including its information systems, programs, and operations),
the Federal Government, or national security, resulting from a
suspected or confirmed breach.

POLICIES AND PRACTICES FOR STORAGE OF RECORDS:
    The paper records are maintained in locked file cabinets inside of
a locked office located in the Office of Civil Rights, 1200
Pennsylvania Ave. NW, Washington, DC 20004. Users access the electronic
records via the internet. All of the logic and processing functionality
of ICOM resides on one or more central servers, with users accessing
ICOM from Web browsers.

POLICIES AND PRACTICES FOR RETRIEVAL OF RECORDS:
    These records are retrieved by the individual's/employees' name.

POLICIES AND PRACTICES FOR RETENTION AND DISPOSAL OF RECORDS:
    Records stored in this system are subject to EPA records schedule
number (EPA 0541).

ADMINISTRATIVE, TECHNICAL, AND PHYSICAL SAFEGUARDS:
     Computer-stored information is protected in accordance
with the Agency's security requirements.
     Access to the ICOM is limited to authorized and licensed
users only. Access is granted via internet browser using uniquely
assigned user identification and password. Only computers from approved
IP addresses can access the database where ICOM records are stored.
User access is granted in accordance with a role matrix that allows
access to only those records necessary for approved Agency employee to
conduct the necessary activities associated with processing an EEO
complaint.
     The ICOM contractor is subject to the Federal Acquisition
Regulations (FAR) Privacy Act clauses in its contract with EPA.
     ICOM servers are housed in a locked facility in a locked
room requiring appropriate identification and biometrics to enter.
     Paper ICOM records are stored in locked file cabinets in a
locked office. Only OCR staff with the appropriate security clearance
and specific job function of processing EEO complaints has keys to
access the paper records.

RECORD ACCESS PROCEDURE:
    Individuals seeking access to information in this system of records
about themselves are required to provide adequate identification (e.g.,
driver's license, military identification card, employee badge or
identification card). Additional identity verification procedures may
be required, as warranted. Requests must meet the requirements of EPA
regulations that implement the Privacy Act of 1974, at 40 CFR part 16.

CONTESTING RECORDS PROCEDURES:
    Requests for correction or amendment must identify the record to be
changed and the corrective action sought. Complete EPA Privacy Act
procedures are described in EPA's Privacy Act regulations at 40 CFR
part 16.

NOTIFICATION PROCEDURE:
    Any individual who wants to know whether this system of records
contains a record about him or her, who wants access to his or her
record, or who wants to contest the contents of a record, should make a
written request to the Attn: Agency Privacy Officer, MC 2831T, 1200
Pennsylvania Ave. NW, Washington, DC 20460<EMAIL_ADDRESS>
EXEMPTIONS PROMULGATED FOR THE SYSTEM:
    None.

HISTORY:
    None.

    Dated: June 5, 2019.
Vaughn Noga,
Senior Agency Official for Privacy.
[FR Doc. 2019-14468 Filed 7-17-19; 8:45 am]
 BILLING CODE 6560-50-P