[Federal Register Volume 82, Number 88 (Tuesday, May 9, 2017)]
[Proposed Rules]
[Pages 21487-21494]
[FR Doc No: 2017-09334]

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 275

[Release No. IA-4697; File No. S7-05-17]
RIN 3235-AM02

Amendments to Investment Advisers Act Rules To Reflect Changes
Made by the FAST Act

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule.

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SUMMARY: We are proposing to amend the definition of a venture capital
fund (rule 203(l)-1) and the private fund adviser exemption (rule
203(m)-1) under the Investment Advisers Act of 1940 (the ``Advisers
Act'') in order to reflect changes made by title LXXIV, sections 74001
and 74002 of the Fixing America's Surface Transportation Act of 2015
(the ``FAST Act''), which amended sections 203(l) and 203(m) of the
Advisers Act. Title LXXIV, section 74001 of the FAST Act amended the
exemption from investment adviser registration for any adviser solely
to one or more ``venture capital funds'' in Advisers Act section 203(l)
by deeming ``small business investment companies'' to be ``venture
capital funds'' for purposes of the exemption. Accordingly, we are
proposing to amend the definition of a venture capital fund to include
``small business investment companies.'' Title LXXIV, section 74002 of
the FAST Act amended the exemption from investment adviser registration
for any adviser solely to ``private funds'' with less than $150 million
in assets under management in Advisers Act section 203(m) by excluding
the assets of ``small business investment companies'' when calculating
``private fund assets'' towards the registration threshold of $150
million. Accordingly, we are proposing to amend the definition of
``assets under management'' in the private fund adviser exemption to
exclude the assets of ``small business investment companies.''

DATES: Comments on the proposed rule amendments should be received on
or before June 8, 2017.

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/proposed.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File No. S7-05-17 on the subject line; or
     Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow the instructions for submitting comments.

Paper Comments

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

All submissions should refer to File Number S7-05-17. 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 Web site (http://www.sec.gov/rules/proposed.shtml).
Comments are also available for Web site viewing and printing in the
Commission's Public Reference Room, 100 F Street NE., Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. All comments received will be posted without change; the
Commission does not edit personal identifying information from
submissions. You should submit only information that you wish to make
available publicly.
    Studies, memoranda or other substantive items may be added by the
Commission or staff to the comment file during this rulemaking. A
notification of the inclusion in the comment file of any such materials
will be made available on the Commission's Web site. To ensure direct
electronic receipt of such notifications, sign up through the ``Stay
Connected'' option at www.sec.gov to receive notifications by email.

FOR FURTHER INFORMATION CONTACT: Jennifer Songer, Senior Counsel or
Alpa Patel, Branch Chief at<PHONE_NUMBER> or<EMAIL_ADDRESS>
Investment Adviser Regulation Office, Division of Investment
Management, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-8549.

SUPPLEMENTARY INFORMATION: The Commission is proposing amendments to
rules 203(l)-1 [17 CFR 275.203(l)-1] and 203(m)-1 [17 CFR 275.203(m)-1]
under the Investment Advisers Act of 1940 [15 U.S.C. 80b].\1\
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    \1\ Unless otherwise noted, when we refer to the Advisers Act,
or any paragraph of the Advisers Act, we are referring to 15 U.S.C.
80b of the United States Code [15 U.S.C. 80b], at which the Advisers
Act is codified, and when we refer to Advisers Act rules, or any
paragraph of these rules, we are referring to Title 17, Part 275 of
the Code of Federal Regulations [17 CFR 275], in which these rules
are published.
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Table of Contents

I. Background
II. Discussion
    A. Proposed Amendments to Rule 203(l)-1
    B. Proposed Amendments to Rule 203(m)-1
III. Economic Analysis
    A. Introduction and Economic Justification
    B. Costs and Benefits
    C. Efficiency, Competition, and Capital Formation
    D. Request for Comment
IV. Paperwork Reduction Act Analysis
V. Regulatory Flexibility Act Certification
VI. Consideration of the Impact on the Economy
VII. Statutory Authority
VIII. Text of Proposed Rule Amendments

I. Background

    The Fixing America's Surface Transportation Act of 2015 (the ``FAST
Act'') \2\ amended sections 203(l) and 203(m) of the Investment
Advisers Act of 1940 (the ``Advisers Act'') \3\ regarding the
registration of investment advisers to small business investment
companies (``SBICs'').\4\ Title LXXIV, section 74001

of the FAST Act amended the exemption from investment adviser
registration for any adviser solely to one or more ``venture capital
funds'' in Advisers Act section 203(l) (``venture capital fund adviser
exemption'') by deeming SBICs to be ``venture capital funds'' for
purposes of the exemption. Accordingly, we are proposing to amend the
definition of ``venture capital funds'' in Advisers Act rule 203(l)-1
to include SBICs. Title LXXIV, section 74002 of the FAST Act amended
the exemption from investment adviser registration for any adviser
solely to ``private funds'' with less than $150 million in assets under
management in Advisers Act section 203(m) (``private fund adviser
exemption'') by excluding the assets of SBICs for purposes of
calculating private fund assets towards the registration threshold of
$150 million.\5\ Accordingly, we are also proposing to amend the
definition of ``assets under management'' in Advisers Act rule 203(m)-1
to exclude the assets of SBICs.
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    \2\ Public Law 114-94, 129 Stat. 1312 (Dec. 4, 2015).
    \3\ 15 U.S.C. 80b.
    \4\ An SBIC is (other than an entity that has elected to be
regulated or is regulated as a business development company pursuant
to section 54 of the Investment Company Act of 1940): (A) A small
business investment company that is licensed under the Small
Business Investment Act of 1958 (``SBIA''), (B) an entity that has
received from the Small Business Administration notice to proceed to
qualify for a license as a small business investment company under
the SBIA, which notice or license has not been revoked, or (C) an
applicant that is affiliated with 1 or more licensed small business
investment companies described in subparagraph (A) and that has
applied for another license under the SBIA, which application
remains pending. Advisers Act section 203(b)(7).
    \5\ The term ``private fund'' means an issuer that would be an
investment company, as defined in section 3 of the Investment
Company Act of 1940, but for section 3(c)(1) or 3(c)(7) of that Act.
Advisers Act section 202(a)(29). While we believe most SBICs are
private funds, it is possible for an SBIC to be an investment
company registered with the Commission. See 13 CFR 107.115 (stating
that a registered investment company is eligible to apply for an
SBIC license).
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    Advisers Act section 203(b)(7) provides an exemption from
investment adviser registration for advisers solely to SBICs (the
``SBIC adviser exemption''). We believe that, prior to the enactment of
the FAST Act, the SBIC adviser exemption was the primary exemption from
investment adviser registration available to advisers to SBICs.\6\ The
FAST Act expanded the applicability of the venture capital fund adviser
exemption and the private fund adviser exemption to specifically
include advisers to SBICs. Advisers relying on the SBIC adviser
exemption are not subject to reporting or recordkeeping provisions
under the Advisers Act or examination by our staff.\7\ Advisers who
rely on the venture capital fund adviser exemption and the private fund
adviser exemption are exempt from registration under the Advisers Act;
however, they are considered ``exempt reporting advisers'' and must
maintain such records and submit such reports as the Commission
determines necessary or appropriate in the public interest or for the
protection of investors.\8\ Exempt reporting advisers are required to
file a subset of the information requested by Form ADV with the
Commission but are not subject to many of the other substantive
requirements to which registered investment advisers are subject.
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    \6\ Although we believe that most, if not all, SBICs are private
funds, we believe that very few advisers to SBICs have private fund
assets under management in the United States of less than $150
million. Therefore, very few advisers to SBICs are likely to qualify
for the private fund adviser exemption. See SBIC Program Overview,
Small Business Administration, Office of Investment and Innovation,
Data Management Branch, September 30, 2016, available at: https://www.sba.gov/sbic/general-information/program-overview (``SBIC
Program Overview'').
    \7\ Under section 204(a) of the Advisers Act, the Commission has
the authority to require an investment adviser to maintain records
and provide reports, as well as the authority to examine such
adviser's records, unless the adviser is specifically exempted from
the requirement to register pursuant to Advisers Act section 203(b).
Advisers Act section 203(b)(7) provides an exemption from
registration for advisers solely to SBICs. Advisers Act sections
204(a) and 203(b)(7); Exemptions for Advisers to Venture Capital
Funds, Private Fund Advisers With Less Than $150 Million in Assets
Under Management, and Foreign Private Advisers, Investment Advisers
Act Release No. 3222 (June 22, 2011) [76 FR 39646 (July 6, 2011)]
(``Exemptions Release'') at footnote 5 and accompanying text.
    \8\ Under Advisers Act section 204(a), the Commission has the
authority to require an investment adviser to maintain records and
provide reports, as well as the authority to examine such adviser's
records, unless the adviser is specifically exempted from the
requirement to register pursuant to Advisers Act section 203(b).
Investment advisers that are exempt from registration in reliance on
other sections of the Advisers Act, such as sections 203(l) or
203(m), are not specifically exempted from the requirement to
register pursuant to section 203(b), and thus the Commission has
authority under Advisers Act section 204(a) to require those
advisers to maintain records and provide reports and has authority
to examine such advisers' records. Advisers Act sections 203(l)(1)
and 203(m)(2). See also Exemptions Release supra footnote 7 at
footnote 5 and accompanying text. Advisers Act rule 204-4 requires
an exempt reporting adviser to complete and file reports on Form ADV
by following the instructions in the Form, which specify the
information that an exempt reporting adviser must provide. See
``Frequently Asked Questions on Form ADV and IARD'' available at:
https://www.sec.gov/divisions/investment/iard/iardfaq.shtml (``Form
ADV FAQs'') at section entitled: ``Reporting to the SEC as an Exempt
Reporting Adviser''; Form ADV: General Instructions available at:
https://www.sec.gov/about/forms/formadv-instructions.pdf (``General
Instructions to Form ADV'') at Instruction 3. Further, an adviser
electing to be an exempt reporting adviser with the Commission must
separately evaluate the need to register in any state in which it
operates. General Instructions to Form ADV at Instruction 14.
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    Advisers to SBICs can now rely on the following exemptions from
investment adviser registration with the Commission: (1) The SBIC
adviser exemption and advise only SBICs; (2) the venture capital fund
adviser exemption and advise both SBICs and venture capital funds (as
defined in rule 203(l)-1); or (3) the private fund adviser exemption
and advise both SBICs and non-SBIC private funds, provided those non-
SBIC private funds account for less than $150 million in assets under
management in the United States.\9\
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    \9\ See FAST Act supra footnote 2. See generally, FAST Act
Changes Affecting Investment Advisers to Small Business Investment
Companies (March 2016), available at: https://www.sec.gov/investment/im-guidance-2016-03.pdf (``Staff Guidance'').
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    As discussed above, we are proposing to amend our rules regarding
the definition of ``venture capital fund'' in Advisers Act rule 203(l)-
1 and the definition of ``assets under management'' in Advisers Act
rule 203(m)-1 for private funds to reflect in our rules the changes
made by the FAST Act's amendments to the Advisers Act.

II. Discussion

A. Proposed Amendments to Rule 203(l)-1

    The venture capital fund adviser exemption in section 203(l) of the
Advisers Act provides that an investment adviser that solely advises
venture capital funds is exempt from registration under the Advisers
Act.\10\ Advisers who qualify for the venture capital fund adviser
exemption are exempt from registration under the Advisers Act; however,
they are considered ``exempt reporting advisers'' and must maintain
such records and submit such reports as the Commission determines
necessary or appropriate in the public interest or for the protection
of investors.\11\ The FAST Act amended the venture capital fund adviser
exemption by deeming SBICs to be

venture capital funds for purposes of the exemption.\12\
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    \10\ We note, however, that depending on the facts and
circumstances, we may view two or more separately formed advisory
entities, each of which purports to rely on a separate exemption
from registration, as a single adviser for purposes of assessing the
availability of exemptions from registration. For example, an
adviser may not advise venture capital funds with more than $150
million in assets under management in reliance on the venture
capital fund adviser exemption and also advise other types of
private funds with less than $150 million in assets under management
in reliance on the private fund adviser exemption. See Exemptions
Release supra footnote 7 at footnote 314, footnote 506 and
accompanying text. See also In the Matter of TL Ventures Inc.,
Investment Advisers Act Release No. 3859 (June 20, 2014) (settled
action); Advisers Act section 208(d), which prohibits a person from
doing indirectly or through or by another person, any act or thing
which it would be unlawful for such person to do directly.
    \11\ Advisers Act section 203(l)(1). See Rules Implementing
Amendments to the Investment Advisers Act of 1940, Investment
Advisers Act Release No. 3221 (June 22, 2011) [76 FR 42950 (July 11,
2011)] (``Implementing Release'') at section II.B. Advisers Act rule
204-4 requires an exempt reporting adviser to complete and file
reports on Form ADV by following the instructions in the Form, which
specify the information that an exempt reporting adviser must
provide. See Form ADV FAQs supra footnote 8 at section entitled:
``Reporting to the SEC as an Exempt Reporting Adviser''; General
Instructions to Form ADV supra footnote 8 at Instruction 4.
    \12\ Advisers Act section 203(l)(2).
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    Advisers Act rule 203(l)-1 defines a ``venture capital fund'' for
purposes of the venture capital fund adviser exemption.\13\ While most,
if not all, SBICs meet the definition of a ``private fund'' under the
Advisers Act,\14\ they may not meet the rule 203(l)-1 definition of a
``venture capital fund.'' We are proposing to amend Advisers Act rule
203(l)-1 to include SBICs in the definition of venture capital funds
for purposes of the venture capital fund adviser exemption.\15\
Amending the definition of venture capital fund in Advisers Act rule
203(l)-1 will make it consistent with Advisers Act section 203(l)(2),
thereby reflecting in the rule the application of the venture capital
fund adviser exemption to advisers to SBICs. Under this proposal, an
adviser to SBICs who relies on the venture capital fund adviser
exemption would be required to submit Form ADV reports to the
Commission as an exempt reporting adviser, consistent with the current
requirement for advisers relying on the venture capital fund adviser
exemption.\16\
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    \13\ Advisers Act rule 203(l)-1(a) generally defines a ``venture
capital fund'' as a private fund that: (i) Represents to investors
and potential investors that it pursues a venture capital strategy;
(ii) holds no more than 20 percent of the fund's capital commitments
in assets that are not qualifying investments (other than short-term
holdings); (iii) does not borrow or otherwise incur leverage in
excess of 15 percent of the fund's capital commitments, and such
borrowing is for a non-renewable term of no longer than 120 days
(excluding certain guarantees of qualifying portfolio company
obligations by the fund from the 120 day limit); (iv) does not offer
its investors redemption or certain other liquidity rights except in
extraordinary circumstances; and (v) is not registered under the
Investment Company Act and has not elected to be treated as a
business development company. See also Advisers Act rule 203(l)-1(b)
and (c).
    \14\ Advisers Act section 202(a)(29).
    \15\ Proposed Advisers Act rule 203(l)-1(a).
    \16\ Advisers Act section 203(l)(1). See Implementing Release
supra footnote 11 at section II.B.
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    We are requesting comment on the proposed amendment to rule 203(l)-
1.
     Prior to the enactment of the FAST Act, was the SBIC
adviser exemption the primary exemption from investment adviser
registration available to advisers to SBICs or did advisers to SBIC
rely on other exemptions from registration? If so, which ones?
     Should we make any changes to the proposed amendment in
order to better reflect the FAST Act's amendment to section 203(l) of
the Advisers Act?
     Are there alternative methods for reflecting the FAST
Act's amendment to section 203(l) of the Advisers Act that would be
clearer?
     Like all exempt reporting advisers, advisers to SBICs
relying on the proposed amendments would be required to report on Form
ADV certain information about the private funds that they advise,
including any SBIC that they advise that is a private fund.
    [cir] Should we revise Form ADV to require advisers to SBICs to
report more information for SBICs than is currently required to be
reported for private funds? For example, should we require advisers to
provide an identifier, such as the U.S. Small Business Administration
(``SBA'') license number for their SBICs? Would investors or other
users benefit from such information? Why or why not?
    [cir] Should we revise Form ADV to require advisers to SBICs to
report less information for SBICs than is currently required to be
reported for private funds? Why or why not?

B. Proposed Amendments to Rule 203(m)-1

    The private fund adviser exemption in Advisers Act section 203(m)
directs the Commission to provide an exemption from registration to any
investment adviser that solely advises private funds if the adviser has
assets under management in the United States of less than $150
million.\17\ Advisers Act rule 203(m)-1 implements the private fund
adviser exemption. Advisers who qualify for the private fund adviser
exemption are exempt from registration under the Advisers Act; however,
they are considered ``exempt reporting advisers'' and must maintain
such records and submit such reports as the Commission determines
necessary or appropriate in the public interest or for the protection
of investors.\18\ The FAST Act amended the private fund adviser
exemption to require that private fund advisers exclude the assets of
their SBICs for purposes of calculating private fund assets towards the
registration threshold of $150 million.
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    \17\ Supra footnote 10.
    \18\ Advisers Act section 203(m)(2). See Implementing Release
supra footnote 11 at section II.B. Advisers Act rule 204-4 requires
an exempt reporting adviser to complete and file reports on Form ADV
by following the instructions in the Form, which specify the
information that an exempt reporting adviser must provide. See Form
ADV FAQs supra footnote 8 at section entitled: ``Reporting to the
SEC as an Exempt Reporting Adviser''; General Instructions to Form
ADV supra footnote 8 at Instruction 3.
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    Advisers Act rule 203(m)-1(d)(1) defines ``assets under
management'' for purposes of the private fund adviser exemption.\19\ We
are proposing to amend Advisers Act rule 203(m)-1(d)(1) to exclude an
adviser's regulatory assets under management attributable to SBICs from
the definition of assets under management for purposes of the private
fund adviser exemption.\20\ We believe that amending the definition of
assets under management in Advisers Act rule 203(m)-1 to make it
consistent with Advisers Act section 203(m)(3) would reflect that
advisers to both private funds and SBICs can rely on the private fund
adviser exemption without regard to the SBIC assets that they advise.
Under this proposal, an adviser to SBICs who relies on the private fund
adviser exemption would still be required to submit reports to the
Commission as an exempt reporting adviser and to include the SBICs that
it advises on its Form ADV, consistent with the current requirement for
advisers relying on the private fund adviser exemption.\21\
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    \19\ For purpose of Advisers Act section 203(m), assets under
management means the regulatory assets under management as
determined under Item 5.F of Form ADV. Advisers Act rule 203(m)-
1(d)(1). Instruction 5.b. to Part 1A of Form ADV explains how to
calculate regulatory assets under management for purposes of Item
5.F of Part 1A of Form ADV. In general, it states that an adviser
should include the securities portfolios for which it provides
continuous and regular supervisory or management services. In the
case of private funds, advisers are instructed to determine the
current market value (or fair value) of the private fund's assets
and the contractual amount of any uncalled commitment pursuant to
which a person is obligated to acquire an interest in, or make a
capital contribution to, the private fund. See Form ADV:
Instructions for Part 1A available at https://www.sec.gov/about/forms/formadv-instructions.pdf at Instruction 5.b.4.
    \20\ Proposed Advisers Act rule 203(m)-1(d)(1).
    \21\ Advisers Act section 203(m)(2). See Implementing Release
supra footnote 11 at section II.B.
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    We are requesting comment on the proposed amendment to rule 203(m)-
1.
     Should we make any changes to the proposed amendment in
order to better reflect the FAST Act's amendment to section 203(m) of
the Advisers Act?
     Are there alternative methods for reflecting the FAST
Act's amendment to section 203(m) of the Advisers Act that would be
clearer?

III. Economic Analysis

A. Introduction and Economic Justification

    The Commission is sensitive to the potential economic effects of
the proposed amendments to Advisers Act rules 203(l)-1 and 203(m)-1.
These effects include the benefits and costs to investment advisers,
their funds, and the investors in their funds as well as the proposed
amendments' implications for efficiency, competition, and capital
formation. The economic effects of the proposed amendments are
discussed below.

    The proposed amendments to Advisers Act rules 203(l)-1 and 203(m)-1
would reflect changes made by title LXXIV, sections 74001 and 74002 of
the FAST Act to the Advisers Act. While the FAST Act does not expressly
require the Commission to amend the Advisers Act rules, the proposed
amendments eliminate any confusion that might otherwise exist if
Advisers Act rules 203(l)-1 and 203(m)-1 were not amended. Proposed
Advisers Act rule 203(l)-1 would reflect that advisers to venture
capital funds and SBICs qualify for the venture capital fund adviser
exemption from registration. Proposed Advisers Act rule 203(m)-1 would
reflect that advisers to SBIC and non-SBIC private funds with less than
$150 million in non-SBIC private fund assets under management in the
United States qualify for the private fund adviser exemption from
registration.
Economic Baseline
    To establish a baseline useful for evaluating the economic effects
of the proposed amendments, we briefly describe the nature of SBICs and
then define the different classes of advisers that could be affected by
the proposal.
    According to the SBA, SBICs are investment funds that make equity
and debt investments in qualifying small businesses and are licensed
and regulated by the SBA.\22\ SBICs have access to low-cost capital
because of a guarantee by the SBA. According to the SBA, this funding
subsidy is intended to promote the SBIC program's purpose of bridging
the gap between the small business community's need for capital and
traditional sources of financing that might otherwise be more
expensive.\23\
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    \22\ SBIC Program Overview supra footnote 6.
    \23\ Id.
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    Advisers to SBICs may also advise non-SBIC private funds, including
venture capital funds. Depending on the amount and type of assets they
advise, SBIC advisers belong to one of three categories: (1) Registered
investment advisers; (2) exempt reporting advisers; or (3) advisers
exempt from registration and reporting requirements. Registered
investment advisers are required to file Form ADV and are also subject
to other substantive requirements including the establishment of a
compliance program and a Code of Ethics.\24\ Exempt reporting advisers
are required to file a subset of the information requested by Form ADV
with the Commission but are not subject to many of the other
substantive requirements that registered investment advisers are
subject to. Finally, any adviser that solely advises SBICs is exempt
from registering with the Commission under section 203(b)(7) of the
Advisers Act and does not have an obligation to report information to
the Commission.\25\
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    \24\ In addition to reporting requirements, registered
investment advisers are required to comply with Advisers Act rules
204-2, 204-3, 204(b)-1, 204A-1, 206(4)-1, 206(4)-2, 206(4)-3,
206(4)-6 and 206(4)-7.
    \25\ See supra footnote 7.
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    Prior to the enactment of the FAST Act, an adviser to both SBICs
and other non-SBIC private funds qualified for the private fund adviser
exemption under Advisers Act rule 203(m)-1 if the adviser had assets
under management in the United States, including assets of the SBICs it
advised, of less than $150 million. Advisers to SBICs and other non-
SBIC private funds that did not qualify for the private fund adviser
exemption were required to register with the Commission. In addition,
advisers to both venture capital funds and SBICs were required to
register with the Commission unless they qualified for the private fund
adviser exemption.
    In establishing a baseline for the proposed amendments, two
additional classes of investment advisers that did not advise SBICs
prior to the FAST Act are relevant: (1) Advisers solely to venture
capital funds that qualify for the venture capital fund adviser
exemption from registration and are considered exempt reporting
advisers; and (2) advisers solely to private funds with less than $150
million in assets under management in the United States that qualify
for the private fund adviser exemption from registration and are
considered exempt reporting advisers. Prior to the FAST Act, advisers
relying on the venture capital fund adviser exemption were required to
register with the Commission if they added SBIC clients unless their
total assets under management remained under $150 million, in which
case they could instead rely on the private fund adviser exemption. In
addition, prior to the FAST Act, advisers relying on the private fund
adviser exemption were required to register with the Commission if they
added SBIC clients that caused their total assets under management in
the United States to equal or exceed $150 million.
    The FAST Act provided the classes of advisers discussed above with
several options. First, registered investment advisers to SBICs and
non-SBIC private funds can withdraw from registration and report to the
Commission as exempt reporting advisers if their non-SBIC private fund
assets under management in the United States are less than $150
million. Second, registered investment advisers to SBICs and venture
capital funds can withdraw from registration and report to the
Commission as exempt reporting advisers. Finally, advisers that
qualified for either the venture capital fund adviser or private fund
adviser exemptions prior to the FAST Act can begin advising SBICs
without changing their registration status independent of the amount of
assets attributable to SBICs.
    For those advisers that benefit from any of the above options, it
would have been in their best economic interest to exercise such
options following the passage of the FAST Act, particularly after the
Commission's Division of Investment Management issued a guidance update
regarding the application of the FAST Act.\26\ That guidance update
indicated that the Commission's Division of Investment Management would
not object to advisers who exclude the assets of the SBICs they advise
when determining whether they qualify for the private fund adviser
exemption or advisers who consider SBICs to be venture capital funds
for the purposes of the venture capital fund adviser exemption.\27\ We
believe, therefore, that it is likely that advisers have already
exercised these options if doing so was in their best interest.
However, inconsistencies in the definitions of venture capital funds
and assets under management that exist between the Advisers Act rules
and the FAST Act may have discouraged some advisers from exercising
these options. For example, these inconsistencies may result in assets
under management being calculated differently by advisers for purposes
of the private fund adviser exemption, which could lead to similar
advisers determining their reporting statuses differently.
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    \26\ See Staff Guidance supra footnote 9.
    \27\ Id.
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    As of December 31, 2016, there were approximately 12,182 registered
investment advisers reporting a total of approximately $66.8 trillion
in regulatory assets under management.\28\ In addition, there were
3,238 exempt reporting advisers, of whom 588 relied on the venture
capital fund adviser exemption,\29\ 2,348 relied on the private fund
adviser exemption,\30\ and 302 qualified for both exemptions. For

exempt reporting advisers that relied on the private fund adviser
exemption, total private fund assets under management were
approximately $124 billion.\31\ Registered investment advisers advise
approximately 33,175 private funds, while exempt reporting advisers
advise approximately 11,722 private funds. As of the end of 2016, there
were 313 SBICs licensed by the SBA managing approximately $28 billion
in assets.\32\ We are unable to identify which of those 313 SBICs are
managed by advisers solely to SBICs compared to advisers that also
advise other funds because section 203(b)(7) of the Advisers Act
exempts advisers solely to SBICs from registration and reporting, and
filers of Form ADV are not required to explicitly indicate whether they
advise SBICs. Because filers of Form ADV are not required to explicitly
indicate whether they advise SBICs, we are not able to estimate the
number of advisers that have already taken advantage of the exemptions
afforded to them by the FAST Act compared to the number of advisers who
have not done so due to any inconsistencies between the Advisers Act
rules and the FAST Act.
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    \28\ We calculate these estimates using the last Form ADV filing
for each adviser in the 15 months prior to January 1, 2016. This
allows us to exclude advisers that are technically still registered
with the Commission but have not filed a Form ADV for their most
recent fiscal year. We use the same approach in calculating
statistics for exempt reporting advisers. Our estimate of assets
under management excludes filings that did not report this value so
it should be considered a lower bound.
    \29\ Form ADV, Part 1A, Item 2.B.(1).
    \30\ Form ADV, Part 1A, Item 2.B.(2).
    \31\ Form ADV, Schedule D, Section 2.B. We exclude filings that
did not report this value from our calculation so it should be
considered a lower bound. Advisers relying on the venture capital
fund adviser exemption are not required to answer this question.
    \32\ See SBIC Program Overview supra footnote 6.
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    The proposed amendments may affect the classes of investment
advisers mentioned above, the funds they advise, and the investors in
those funds. We discuss the potential economic effects of the proposed
amendments on these parties in the next two sections.

B. Costs and Benefits

    In this section, we discuss the costs and benefits that may result
from the proposed amendments for each affected party. The economic
effects discussed in this section only apply to the extent that
advisers have not already exercised the exemption options provided to
them under the baseline due to any inconsistencies between the FAST Act
and the Advisers Act rules. As discussed above, we believe that it is
likely that advisers have already exercised any exemption options
provided to them by the FAST Act under the baseline if doing so was in
their best interest, so we do not expect the magnitude of these effects
to be significant. We discuss the amendments' likely impact on
efficiency, competition, and capital formation in the next section.
    As discussed in the Economic Baseline Section, advisers solely to
SBICs are exempt from registering as investment advisers with the
Commission. To the extent that any inconsistencies between the FAST Act
and Advisers Act rules 203(l)-1 and 203(m)-1 have discouraged advisers
solely to SBICs from taking advantage of the venture capital fund
adviser or private fund adviser exemptions, the proposed amendments
could lead these advisers to take on additional venture capital or
private fund clients. Such advisers can weigh the additional fee
revenue associated with advising non-SBIC private funds against the
costs of reporting to the Commission as exempt reporting advisers when
determining whether to rely on either of the exemptions. We estimate
that the annual cost of filing Form ADV for an exempt reporting adviser
is $916.\33\ In addition, advisers that switch from exempt to exempt
reporting status may incur indirect costs if the information they
disclose on Form ADV, such as any disciplinary history, reduces
investor demand for their advisory services. We are unable to estimate
how many advisers solely to SBICs would choose to take on non-SBIC
private funds as a result of the proposal because we do not have
information on the demand for their advisory services from non-SBIC
private funds or whether any additional business generated would offset
these reporting costs. Furthermore, we cannot estimate the extent to
which advisers solely to SBICs have been deterred from exercising their
option to rely on the venture capital fund adviser and private fund
adviser exemptions due to any inconsistencies between the FAST Act and
the Advisers Act rules under the baseline.
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    \33\ ``Form ADV under the Investment Advisers Act of 1940''
(Office of Management and Budget ``OMB'' Control No. 3235-0049)
Supporting Statement at footnotes 37-42 and accompanying text. The
total aggregate annual monetized burden for exempt reporting
advisers is estimated to be $2,976,632 assuming there are 3,248 such
advisers, resulting in an estimated cost of approximately $916 per
exempt reporting adviser. Similarly, the total aggregate annual
monetized burden for registered investment advisers is estimated to
be $89,427,727 assuming there are 12,024 such advisers, resulting in
an estimated cost of approximately $7,437 per registered investment
adviser.
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    The proposal provides registered advisers to SBICs and non-SBIC
private funds that have not taken advantage of the venture capital fund
adviser and private fund adviser exemptions due to inconsistencies
between the FAST Act and the Advisers Act rules with clarification on
the option to switch from registered investment adviser to exempt
reporting adviser status. This option is difficult to value, but its
value is broadly determined by the cost reductions associated with the
change in registration status compared to the explicit and implicit
costs of withdrawing from registration. Advisers that elect to change
from registered to exempt reporting adviser status should expect to
face reduced ongoing costs associated with filing Form ADV because, as
exempt reporting advisers, they would only be required to complete
certain portions of Form ADV.\34\ We estimate the annual cost savings
associated with filing Form ADV as an exempt reporting adviser instead
of as a registered investment adviser to be $6,521.\35\ Furthermore,
such advisers would no longer bear the costs associated with the
substantive requirements of being an adviser registered with the
Commission.\36\ Such advisers would incur the one-time cost of filing a
Form ADV-W withdrawal, which we estimate to be $119 per full withdrawal
and $13 per partial withdrawal.\37\ They may also incur one-time
operational costs associated with switching from registered to exempt
reporting status, such as those associated with adapting information
technology systems to a new reporting regime. Finally, to the extent
that advisers benefit from marketing themselves as registered
investment advisers to client funds and investors, they will forgo this
benefit by withdrawing from registration. Because advisers are not
required to rely on either of the exemptions in Advisers Act rules
203(l) or 203(m) even though they may qualify for them, we expect only
those registered investment advisers that would experience a net
benefit by relying on these exemptions and have not already done so
following the FAST

Act and subsequent Staff Guidance to withdraw from registration.\38\
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    \34\ Exempt reporting advisers that are not also registering
with any state securities authority must complete only the following
Items of Form ADV, Part 1A: 1, 2, 3, 6, 7, 10, and 11, as well as
corresponding schedules. Exempt reporting advisers that are
registering with any state securities authority must complete all of
Form ADV. See Form ADV FAQs supra footnote 8 at section entitled:
``Reporting to the SEC as an Exempt Reporting Adviser''; General
Instructions to Form ADV supra footnote 8 at Instruction 3.
    \35\ See supra footnote 33. The estimated annual cost of filing
Form ADV as a registered investment adviser is approximately $7,437
and the estimated cost for an exempt reporting adviser is
approximately $916.
    \36\ See supra footnote 24 for a more detailed list of these
requirements.
    \37\ ``Rule 203-2 and Form ADV-W under the Investment Advisers
Act of 1940'' (OMB Control No. 3235-0313) Supporting Statement at
footnotes 7 and 9 and accompanying text. An adviser would file full
withdrawal if it was only registered with the Commission. An adviser
would file a partial withdrawal if it was required to remain
registered with one or more States. See Form ADV FAQs supra footnote
8 at section entitled: ``Form ADV-W.''
    \38\ An adviser that qualifies for one of these exemptions can
still choose to register with the Commission if it has sufficient
assets under management. See Exemptions Release supra footnote 7 at
footnote 24 and accompanying text.
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    Investors in private funds, including venture capital funds and
SBICs, may experience costs and benefits as a result of the proposed
amendments. If investors face fixed costs in transacting with a given
adviser, for example in performing any necessary due diligence, they
may benefit if the proposed amendments encourage more advisers to
advise both SBIC and non-SBIC private funds, allowing investors to
consolidate different types of investments with a single adviser. We
cannot quantify the extent to which investors prefer to use a single
adviser or the number of advisers who will expand into either SBICs or
non-SBIC private funds because we do not have the information needed to
assess investors' latent demand for consolidated advice services or the
number of advisers that have been deterred from expanding their client
bases under the baseline. We therefore cannot estimate the magnitude of
this potential cost reduction for investors.
    In addition, to the extent that the proposed amendments result in
advisers changing their status from registered to exempt reporting, it
may impose costs on investors. If investors value the transparency
provided by complete Form ADV reporting and the safeguards associated
with the other substantive requirements of being a registered
investment adviser, then the proposed amendments could impose costs on
investors if they result in advisers changing their status from
registered to exempt reporting. However, such investors have the option
of moving their investments to advisers that are registered and, as
noted above, we expect that advisers will weigh the benefits and costs
associated with remaining registered in connection with any change in
reporting status. The proposal could also impose costs on investors if
any reduction in transparency or the other substantive requirements
associated with registration reduce the ability of the Commission to
protect investors from potentially fraudulent investment advisory
schemes.

C. Efficiency, Competition, and Capital Formation

    As discussed above, because the proposed amendments potentially
reduce the reporting requirements for advisers to both SBICs and non-
SBIC private funds, they could result in an increased number of
advisers in both markets. Advisers solely to SBICs may enter the market
for venture capital or other private fund advisory services, and
current advisers to non-SBIC private funds may enter the market for
SBIC advisory services. In this section, we discuss the potential
effects of these changes on efficiency, competition, and capital
formation. As was the case above, the economic effects discussed in
this section only apply to the extent that advisers have not already
exercised the exemption options provided to them under the baseline due
to any inconsistencies between the FAST Act and the Advisers Act rules,
and we do not expect the magnitude of these effects to be significant.
    Changes in the costs of advising both SBIC and non-SBIC private
funds, as described above, could have several competitive effects.
First, to the extent that non-SBIC private fund advisers find it
profitable to enter the market for SBICs under the proposed amendments,
the amendments might increase competition in that market, resulting in
reduced profits for SBIC advisers and lower advisory fees for their
SBICs and their investors. Similarly, to the extent that SBIC advisers
find it profitable to enter the non-SBIC private fund advisory market,
the proposed amendments might increase competition in that market,
resulting in reduced profits for non-SBIC private fund advisers and
lower advisory fees for their non-SBIC private funds and their
investors. Whether the proposed amendments result in such a
reallocation of advisory services depends on whether advisers find it
profitable to expand operations into new markets and whether they can
do so without changing the quality or quantity of services in current
markets. While we cannot precisely estimate the relative likelihood of
the above competitive effects, the fact that the market for SBIC
advisers is an order of magnitude smaller than the market for non-SBIC
private fund advisers suggests that non-SBIC private fund advisers are
more likely to have benefitted from expanding into the SBIC market
following the FAST Act's enactment, thereby increasing the amount of
competition in that market. As discussed above, it is likely that most
advisers would have already exercised this option under the baseline if
it was in their best interest to do so. Therefore, the competitive
effects of the proposed amendments are not likely to be significant.
    Any relative shift of advisory talent from one segment of the
market to another could also have effects on efficiency and capital
formation. To the extent that advisers who expand into new markets as a
result of the proposal possess skill in identifying investment
opportunities, an increase in the supply of advisers in the SBIC and/or
non-SBIC private fund markets could result in more efficient investment
decisions and market prices that more accurately reflect the
fundamental value of assets where applicable (for example, SBICs invest
in private businesses that do not trade on public exchanges, but some
private funds invest in publicly-traded securities). Also, any increase
in the number of advisers in the SBIC market could make more capital
available to small businesses if the increased supply of SBIC advisers
attracts more capital to that market. In addition, to the extent that
there are economies of scale in the provision of advisory services,
advisory services may be provided at lower aggregate cost if the
proposed amendments result in an expansion of advisers in either the
SBIC or non-SBIC private fund market. To the extent that the proposed
amendments result in reduced transparency into advisers because they
opt to switch from registered to exempt reporting status, and to the
extent that investors rely on that transparency when making investment
decisions, the proposed amendments might cause a reduction in the
efficiency of investor allocations to these advisers. Any reduction in
transparency could also reduce the aggregate amount of capital managed
by investment advisers if investors cannot find suitable registered
investment advisers as replacements and these investors value
transparency more than any benefits, such as potentially lower advisory
fees, of the proposed amendments. Finally, if the proposed amendments
increase the supply of investment advisers to SBICs and non-SBIC
private funds, and these advisers attract assets that were not already
invested in other markets, they may increase the aggregate amount of
capital investment.

D. Request for Comment

    We are requesting comment on our analysis of the potential economic
effects of the proposed amendments to Advisers Act rules 203(l)-1 and
203(m)-1.
     Are there any other affected parties that we should
consider in our analysis?
     Do commenters agree that our quantitative estimates of the
costs and benefits are reasonable and accurate? If not, please provide
estimates of these costs, and explain why those estimates are
different.

     Are there any other costs to investment advisers, funds,
or their investors that we should consider in this analysis? If so,
please explain why those costs may be relevant to our analysis, and
provide estimates for those costs.
     Are there other effects on efficiency, competition, and
capital formation that we should consider in our analysis?
     We have not identified any reasonable alternatives to the
proposed amendments. Are there alternative approaches to the proposed
amendments that we should consider?

IV. Paperwork Reduction Act Analysis

    We do not believe that the proposed amendments to reflect changes
made by the FAST Act make any substantive modifications to any existing
collection of information requirements or impose any new substantive
recordkeeping or information collection requirements within the meaning
of the Paperwork Reduction Act of 1995 (``PRA'').\39\
---------------------------------------------------------------------------

    \39\ 44 U.S.C. 3501 et seq.
---------------------------------------------------------------------------

    The proposed amendments to reflect the changes made by the FAST Act
as described in Section II above may shift the number of advisers
between each class of advisers as well as include advisers solely to
SBICs that take on additional non-SBIC venture capital fund or private
fund clients and therefore would become exempt reporting advisers.
    However, we do not have information at this time to estimate
whether and to what extent these changes may occur and therefore
believe that the current burden and cost estimates for the existing
collection of information requirements remain appropriate.\40\ Thus, we
believe that the proposed amendments should not impose substantive new
burdens on the overall population of respondents or affect the current
overall burden estimates for the affected forms.\41\ Accordingly, we
are not revising any burden and cost estimates in connection with these
amendments. We request comment on whether our belief that the proposed
amendments would not impose substantive new burdens on the overall
population of respondents or affect the current overall burden
estimates for the affected forms is correct.
---------------------------------------------------------------------------

    \40\ The most recent Paperwork Reduction Act analysis for Form
ADV, which is pending approval by the Office of Management and
Budget, is based upon the number of registered advisers and exempt
reporting advisers as of May 1, 2016. Because approximately five
months had passed between the signing of the FAST Act and May 1,
2016, we believe that most of the advisers who wanted to change
their registration status as a result of the FAST Act, did so in
that five month period and are therefore included in the most recent
Paperwork Reduction Act analysis for Form ADV. ``Form ADV under the
Investment Advisers Act of 1940'' (OMB Control No. 3235-0049).
    \41\ See Section III above.
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V. Regulatory Flexibility Act Certification

    Pursuant to section 605(b) of the Regulatory Flexibility Act,\42\
the Commission hereby certifies that the proposed amendments to
Advisers Act rules 203(l)-1 and 203(m)-1 would not, if adopted, have a
significant economic impact on a substantial number of small entities.
Under Commission rules, for the purposes of the Advisers Act and the
Regulatory Flexibility Act, an investment adviser generally is a small
entity if it: (i) Has assets under management having a total value of
less than $25 million; (ii) did not have total assets of $5 million or
more on the last day of its most recent fiscal year; and (iii) does not
control, is not controlled by, and is not under common control with
another investment adviser that has assets under management of $25
million or more, or any person (other than a natural person) that had
$5 million or more on the last day of its most recent fiscal year
(``small adviser'').\43\
---------------------------------------------------------------------------

    \42\ 5 U.S.C. 605(b).
    \43\ Rule 0-7(a) (17 CFR 275.0-7(a)).
---------------------------------------------------------------------------

    Small advisers to SBICs and venture capital funds and small
advisers to SBICs and private funds would be generally prohibited from
registering with the Commission under section 203A of the Advisers Act
because of their assets under management.\44\ However, there may be
some small advisers to SBICs and venture capital funds and some small
advisers to SIBCs and private funds that are not prohibited from
registering with the Commission.\45\ We believe that small advisers to
SBICs and venture capital funds that are not prohibited from
registering with the Commission are able to rely on the venture capital
fund adviser exemption under section 203(l) of the Advisers Act as
implemented by Advisers Act rule 203(l)-1. We also believe that small
advisers to SBICs and private funds that are not prohibited from
registering with the Commission are able to rely on the private fund
adviser exemption under section 203(m) of the Advisers Act as
implemented by Advisers Act rule 203(m)-1. As discussed in Section III
above, we do not believe that our proposed amendments, if adopted,
would result in a significant economic impact. Also, we do not know the
exact number of advisers to SBICs. However, as of the end of 2016,
there were 313 SBICs licensed by the SBA.\46\ Even if we assume that
there is a separate adviser for each SBIC, the maximum number of
advisers to SBICs would be only 313. We believe that only a small
subset of these 313 advisers would meet the definition of small adviser
described above. For these reasons, the Commission preliminarily
believes that the proposed amendments to Advisers Act rules 203(l)-1
and 203(m)-1 would not, if adopted, have a significant economic impact
on a substantial number of small entities.
---------------------------------------------------------------------------

    \44\ Section 203A(a)(1)(A) of the Advisers Act generally
prohibits an investment adviser regulated as an investment adviser
by the State in which it maintains its principal office and place of
business from registering with the Commission unless the adviser has
at least $25 million of assets under management. Section
203(A)(a)(2) further prohibits certain advisers from registering
with the Commission unless they have at least $100 million of assets
under management.
    \45\ For example, the prohibition of Advisers Act section
203A(a) does not apply to advisers that are required by the laws of
15 or more States to register as an investment adviser with the
state securities authority in the respective States. Advisers Act
rule 203A-2(d) (17 CFR 275. 203A-2(d)).
    \46\ See SBIC Program Overview supra footnote 6.
---------------------------------------------------------------------------

    The Commission requests written comments regarding this
certification. The Commission requests that commenters describe the
nature of any impact on small businesses and provide empirical data to
support the extent of the impact.

VI. Consideration of the Impact on the Economy

    For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996, or ``SBREFA,'' \47\ we must advise the Office of
Management and Budget whether a proposed regulation constitutes a
``major'' rule. Under SBREFA, a rule is considered ``major'' where, if
adopted, it results in or is likely to result in (1) an annual effect
on the economy of $100 million or more; (2) a major increase in costs
or prices for consumers or individual industries; or (3) significant
adverse effects on competition, investment or innovation.
---------------------------------------------------------------------------

    \47\ Public Law 104-121, Title II, 110 Stat. 857 (1996)
(codified in various sections of 5 U.S.C., 15 U.S.C. and as a note
to 5 U.S.C. 601).
---------------------------------------------------------------------------

    We request comment on the potential impact of the proposed
amendments on the economy on an annual basis. Commenters are requested
to provide empirical data and other factual support for their views to
the extent possible.

VII. Statutory Authority

    The Commission is proposing to amend rule 203(l)-1 under the
authority set forth in sections 211(a) and 203(l) of the Advisers Act,
(15 U.S.C. 80b-11(a) and 80b-3(l), respectively). The Commission is
proposing to amend rule

203(m)-1 under the authority set forth in sections 211(a) and 203(m) of
the Advisers Act (15 U.S.C. 80b-11(a) and 80b-3(m), respectively).

List of Subjects in 17 CFR Part 275

    Reporting and recordkeeping requirements; Securities.

VIII. Text of Proposed Rule Amendments

    For the reasons set forth in the preamble, the Commission proposes
to amend Title 17, Chapter II of the Code of Federal Regulations as
follows.

PART 275--RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940

0
1. The authority citation for part 275 continues to read, in part, as
follows:

    Authority: 15 U.S.C. 80b-2(a)(11)(G), 80b-2(a)(11)(H), 80b-
2(a)(17), 80b-3, 80b-4, 80b-4a, 80b-6(4), 80b-6a, and 80b-11, unless
otherwise noted.
* * * * *
0
2. Amend section 275.203(l)-1 by revising the introductory text to
paragraph (a) to read as follows:

Sec.  275.203(l)-1  Venture capital fund defined.

    (a) Venture capital fund defined.- For purposes of section 203(l)
of the Act (15. U.S.C. 80b-3(l)), a venture capital fund is any entity
described in subparagraph (A), (B), or (C) of section 203(b)(7) of the
Act (15 U.S.C. 80b-3(b)(7)) (other than an entity that has elected to
be regulated or is regulated as a business development company pursuant
to section 54 of the Investment Company Act of 1940 (15 U.S.C. 80a-53))
or any private fund that:
* * * * *
0
3. Amend section 275.203(m)-1 by revising paragraph (d)(1) to read as
follows:

Sec.  275.203(m)-1  Private fund adviser exemption.

* * * * *
    (d) * * *
    (1) Assets under management means the regulatory assets under
management as determined under Item 5.F of Form ADV (Sec.  279.1 of
this chapter) except that the regulatory assets under management
attributable to a private fund that is an entity described in
subparagraph (A), (B), or (C) of section 203(b)(7) of the Act (15
U.S.C. 80b-3(b)(7)) (other than an entity that has elected to be
regulated or is regulated as a business development company pursuant to
section 54 of the Investment Company Act of 1940 (15 U.S.C. 80a-53))
shall be excluded from the definition of assets under management for
purposes of this section.
* * * * *

    By the Commission.

    Dated: May 3, 2017.
Brent J. Fields,
Secretary.
[FR Doc. 2017-09334 Filed 5-8-17; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 74, Number 127 (Monday, July 6, 2009)]
[Proposed Rules]
[Pages 31903-31904]
[FR Doc No: E9-15805]

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

40 CFR Parts 51, 60, 61 and 63

[EPA-HQ-OAR-2008-0531; FRL-8926-7]
RIN 2060-AP23

Restructuring of the Stationary Source Audit Program

AGENCY: Environmental Protection Agency (EPA).

ACTION: Proposed rule; announcement of extending comment period.

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SUMMARY: EPA is extending the comment period for the proposed rule
entitled ``Restructuring of the Stationary Source Audit Program'' that
was proposed in the Federal Register on June 16, 2009. The 30-day
comment period in the proposed rule is scheduled to end July 16, 2009.
The extended comment period will close on August 5, 2009. EPA is
extending the comment period because of a request we received in a
timely manner.

DATES: Comments. The comment period for the proposed rule published
June 16, 2009 (74 FR 28451), is extended. Comments must be received on
August 5, 2009.

ADDRESSES: Submit your comments, identified by Docket ID Number EPA-HQ-
OAR-2008-0531, by one of the following methods:
     http://www.regulations.gov. Follow the on-line
instructions for submitting comments.
     E-mail: Send your comments via electronic mail to<EMAIL_ADDRESS>     Fax:<PHONE_NUMBER>.
     Mail: Restructuring of the Stationary Source Audit
Program, Environmental Protection Agency, Mailcode 2822T, 1200
Pennsylvania Ave., NW., Washington, DC 20460. Please include a total of
two copies.
     Hand Delivery: EPA Docket Center, EPA Headquarters
Library, Room 3334, EPA West Building, 1301 Constitution Ave., NW.,
Washington, DC 20460. Such deliveries are accepted only 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-OAR-
2008-0531. EPA's policy is that all comments received will be included
in the public docket without change and may be made available online at
http://www.regulations.gov, including any personal information
provided, unless the comment includes information claimed to be
Confidential Business Information (CBI) or other information whose
disclosure is restricted by statute. Do not submit information that you
consider to be CBI or otherwise protected through http://www.regulations.gov or e-mail. The http://www.regulations.gov Web site
is an ``anonymous access'' system, which means EPA will not know your
identity or contact information unless you provide it in the body of
your comment. If you send an e-mail comment directly to EPA without
going through http://www.regulations.gov, your e-mail address will be
automatically captured and included as part of the comment that is
placed in the public docket and made available on the Internet. If you
submit an electronic comment, EPA recommends that you include your name
and other contact information in the body of your comment and with any
disk or CD-ROM you submit. If EPA cannot read your comment due to
technical difficulties and cannot contact you for clarification, EPA
may not be able to consider your comment. Electronic files should avoid
the use of special characters, any form of encryption, and be free of
any defects or viruses. For additional instructions on submitting
comments, go to the SUPPLEMENTARY INFORMATION section of this document
or visit the EPA Docket Center homepage at http://www.epa.gov/epahome/dockets.htm.
    Docket: All documents in the docket are listed in the http://www.regulations.gov index. Although listed in the index, some
information is not publicly available, e.g., CBI or other information
whose disclosure is restricted by statute. Certain other material, such
as copyrighted material, will be publicly available only in hard copy.
Publicly available docket materials are available either electronically
in http://www.regulations.gov or in hard copy at the Methods for
Restructuring of the Stationary Source Audit Program Docket, EPA/DC,
EPA West Building, Room 3334, 1301 Constitution Ave., NW., Washington,
DC. The Public Reading Room/Docket Center 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 Air Docket Center is<PHONE_NUMBER>.

FOR FURTHER INFORMATION CONTACT: For questions concerning the proposed
rule, contact Ms. Candace Sorrell, U.S. EPA, Office of Air Quality
Planning and Standards, Air Quality Assessment Division, Measurement
Technology Group (E143-02), Research Triangle Park, NC 27711; telephone
number:<PHONE_NUMBER>; fax number;<PHONE_NUMBER>; e-mail address:
<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

A. What Should I Consider As I Prepare My Comments for EPA?

    Do not submit information containing CBI to EPA through http://www.regulations.gov or e-mail. Send or deliver information identified
as CBI only to the following address: Roberto Morales, OAQPS Document
Control Officer (C404-02), U.S. EPA, Office of Air Quality Planning and
Standards, Research Triangle Park, NC 27711, Attention Docket ID No.
EPA-HQ-OAR-2008-0531. Clearly mark the part or all of the information
that you claim to be CBI. For CBI information on a disk or CD-ROM that
you mail to EPA, mark the outside of the disk or CD-ROM as CBI, and
then identify electronically within the disk or CD-ROM the specific
information that is claimed as CBI. In addition to one complete version
of the comment that includes information claimed as CBI, a copy of the
comment that does not contain the information claimed as CBI must be
submitted for inclusion in the public docket. Information so marked
will not be disclosed except in accordance with procedures set forth in
40 CFR part 2.

B. Where Can I Obtain a Copy of This Action and Other Related
Information?

    In addition to being available in the docket, an electronic copy of
the proposed amendments is also available on the Worldwide Web (http://www.epa.gov/ttn/) through the Technology Transfer Network (TTN).
Following signature, a copy of the proposed amendment will be posted on
the TTN's policy and guidance page for newly proposed or promulgated
rules at http://www.epa.gov/ttn/oarpg. The TTN provides information and
technology exchange in various areas of air pollution control.

    Dated: June 26, 2009.
Jennifer N. Edmonds,
Acting Director, Office of Air Quality Planning and Standards.
[FR Doc. E9-15805 Filed 7-2-09; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register: April 1, 2010 (Volume 75, Number 62)]
[Notices]
[Page 16456]
[DOCID:fr01ap10-62]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. 12783-003]

 Inglis Hydropower, LLC; Notice Soliciting Scoping Comments

March 26, 2010.
    Take notice that the following hydroelectric application has been
filed with the Commission and is available for public inspection.
    a. Type of Application: Original Major License.
    b. Project No.: P-12783-003.
    c. Date filed: July 22, 2009.
    d. Applicant: Inglis Hydropower, LLC.
    e. Name of Project: Inglis Hydropower Project.
    f. Location: The proposed project would be located at the existing
Inglis Bypass Channel and Spillway on the Withlacoochee River, west of
Lake Rousseau and the existing Inglis Dam, within the town of Inglis,
in Levy, Citrus, and Marion counties, Florida. No federal lands would
be occupied by the proposed project.
    g. Filed Pursuant to: Federal Power Act 16 U.S.C. 791(a)-825(r).
    h. Applicant Contacts: Mr. Dean Edwards, P.O. Box 1565, Dover, FL
33527,<PHONE_NUMBER>; and Mr. Kevin Edwards, P.O. Box 143, Mayodan, NC
27027,<PHONE_NUMBER>.
    i. FERC Contact: Jennifer Adams at<PHONE_NUMBER>, or
<EMAIL_ADDRESS>    j. Deadline for filing scoping comments: 30 days from the issuance
date of this notice, or April 25, 2010.
    All documents may be filed electronically via the Internet. See 18
CFR 385.2001(a)(1)(iii) and the instructions on the Commission's Web
site (http://www.ferc.gov/docs-filing/ferconline.asp) under the
``eFiling'' link. For a simpler method of submitting text only
comments, click on ``Quick Comment.'' For assistance, please contact
FERC Online Support at<EMAIL_ADDRESS>call toll-free at
(866) 208-3676; or, for TTY, contact<PHONE_NUMBER>. Although the
Commission strongly encourages electronic filing, documents may also be
paper-filed. To paper-file, mail an original and eight copies to:
Kimberly D. Bose, Secretary, Federal Energy Regulatory Commission, 888
First Street, NE., Washington, DC 20426.
    The Commission's Rules of Practice require all intervenors filing
documents with the Commission to serve a copy of that document on each
person on the official service list for the project. Further, if an
intervenor files comments or documents with the Commission relating to
the merits of an issue that may affect the responsibilities of a
particular resource agency, they must also serve a copy of the document
on that resource agency.
    k. This application is not ready for environmental analysis at this
time.
    l. The proposed 2.0-megawatt project would consist of: (1) A 45-
foot-long by 100-foot-wide intake conveying water from the Bypass
Channel; (2) a 130-foot-long penstock consisting of two 14-foot by 14-
foot reinforced concrete conduits; (3) a 60-foot-long by 80-foot-wide
by 30-foot-high concrete powerhouse containing two 0.8 megawatt (MW)
and one 0.4 MW vertical shaft turbines; (4) a 100-foot-long concrete
discharge channel carrying the water from the powerhouse back into the
Bypass Channel below the spillway; (5) a new substation adjacent to the
powerhouse; (6) a 120-foot long, 24-kilovolt transmission line
connecting the project substation to the local utility; and (7)
appurtenant facilities. The Inglis Project would generate approximately
12,300 Megawatt-hours.
    m. A copy of the application is available for review at the
Commission in the Public Reference Room, or may be viewed on the
Commission's website at http://www.ferc.gov using the ``eLibrary''
link. Enter the docket number, excluding the last three digits in the
docket number field, to access the document. For assistance, contact
FERC Online Support. A copy is available for inspection and
reproduction at the address in item h above.
    You may also register online at http://www.ferc.gov/docs-filing/
esubscription.asp to be notified via e-mail of new filings and
issuances related to this or other pending projects. For assistance,
contact FERC Online Support.
    n. Scoping Process:
    The Commission staff intends to prepare a single Environmental
Assessment (EA) for the Inglis Hydropower Project in accordance with
the National Environmental Policy Act. The EA will consider both site-
specific and cumulative environmental impacts and reasonable
alternatives to the proposed action.
    Commission staff does not propose to conduct any on-site scoping
meetings at this time. Instead, we are soliciting comments,
recommendations, and information on the Scoping Document (SD) issued on
March 26, 2010.
    Copies of the SD outlining the subject areas to be addressed in the
EA were distributed to the parties on the Commission's mailing list and
the applicant's distribution list. Copies of the SD may be viewed on
the Web at http://www.ferc.gov, using the ``eLibrary'' link. Enter the
docket number, excluding the last three digits in the docket number
field, to access the document. For assistance, call 1-866-208-3676 or
for TTY,<PHONE_NUMBER>.

Kimberly D. Bose,
Secretary.
[FR Doc. 2010-7304 Filed 3-31-10; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register: August 20, 2007 (Volume 72, Number 160)]
[Notices]
[Page 46528-46529]
[DOCID:fr20au07-107]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56250; File No. SR-NSCC-2007-11]

Self-Regulatory Organizations; National Securities Clearing
Corporation; Notice of Filing of Proposed Rule Change To Allow As-Of
Fixed Income Trades To Be Processed in the Continuous Net Settlement
System

August 14, 2007.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on July 12, 2007, the
National Securities Clearing Corporation (``NSCC'') 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 NSCC. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested parties.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    NSCC is seeking to modify its procedures to allow as-of fixed
income trades to be processed in NSCC's Continuous Net Settlement
(``CNS'') system.

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

    In its filing with the Commission, NSCC 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. NSCC has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of these
statements.\2\
---------------------------------------------------------------------------

    \2\ The Commission has modified the text of the summaries
prepared by NSCC.
---------------------------------------------------------------------------

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

    When NSCC revised and updated CNS in 2004 (referred to as the ``CNS
Rewrite''), it provided the capability on any settlement day to take in
and process transactions due for settlement that day provided the
trades are recorded or compared prior to an established cut-off time in
the morning.\3\ This capability is currently provided for as-of equity
transactions but has not yet been expanded to as-of fixed income
transactions.\4\ Rather, settlement of as-of fixed income corporate
debt, municipal, and unit investment trust (``UIT'') trades (corporate
debt, municipal, and UIT trades are collectively referred to as ``CMU''
trades) matched on or after their designated settlement date currently
occurs on the business day following the day they are compared. Given
that settlement risks associated with CMU trades would be reduced if
they settled on an accelerated basis in the same manner that as-of
equity trades are settled, NSCC is proposing to enhance its fixed
income processing to permit same day settlement of as-of fixed income
transactions.\5\ To accomplish this, NSCC proposes to amend Procedure
II (Trade Comparison and Recording Service) so that CNS-eligible as-of
CMU trades matched on or after their originally designated settlement
date would be processed in CNS on the day they are submitted for
comparison so long as they compare prior to the cut-off time
established for same day settlement, which currently is 11:30 a.m.\6\
As-of trades not eligible for CNS processing will settle on a trade-
for-trade basis. Trades that match after the designated cut-off time
will continue to be assigned a settlement date on the next business
day.
---------------------------------------------------------------------------

    \3\ Securities Exchange Act Release No. 50026 (July 15, 2004),
69 FR 43650 [File No. SR-NSCC-2004-01].
    \4\ NSCC's systems did not have the capacity for same day
settling trades for fixed income transactions in 2004.
    \5\ The settlement of cash and next day CMU trades which are
compared by NSCC will continue to be the responsibility of the
parties to the trades.
    \6\ In addition, references in Procedure VII (CNS Accounting
Operation) that currently note that debt securities are not eligible
for such accelerated settlement would be removed.
---------------------------------------------------------------------------

    In addition, because these trades are effectively guaranteed upon
comparison, risk associated with the trades will be mitigated through
the existing component of the Clearing Fund formula, as set forth in
Procedure XV (Clearing Fund Formula and Other Matters), that is
designed to mitigate the risk to NSCC associated with trades that are
processed on a settlement cycle shorter than three days. Under this
component, activity specified for a shortened settlement cycle is
isolated and a charge is calculated.\7\
---------------------------------------------------------------------------

    \7\ The component calculates a charge based on the average of a
member's charges for the specified activity on the three days with
the highest charges calculated for the specified activity over the
most recent twenty day period. Securities Exchange Act Release No.
54816 (November 27, 2006), 71 FR 69604 [File No. SR-NSCC-2006-09].
---------------------------------------------------------------------------

    NSCC believes that the proposed rule change is consistent with the
requirements of Section 17A of the Act \8\ and the rules and
regulations thereunder applicable to NSCC because it should facilitate
the prompt and accurate clearance and settlement of securities by
increasing automated trade processing and by expanding the types of
trades eligible for CNS netting.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78q-1.
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    NSCC does not believe that the proposed rule change would impose
any burden on competition.

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

    Written comments were not and are not intended to be solicited with
respect to the proposed rule change, and none have been received. NSCC
will notify the Commission of any written comments it receives.

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

    Within thirty-five days of the date of publication of this notice
in the Federal Register or within such longer period (i) As the
Commission may designate up to ninety days of such date if it finds
such longer period to be appropriate and publishes its reasons for so
finding or (ii) as to which the self-regulatory organization consents,
the Commission will:
    (a) By order approve such proposed rule change, or
    (b) Institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and

arguments concerning the foregoing, including whether the proposed rule
change, as amended, 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-NSCC-2007-11 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-NSCC-2007-11. 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 Section, 100 F Street,
NE., Washington, DC 20549, on official business days between the hours
of 10 a.m. and 3 p.m. Copies of such filing also will be available for
inspection and copying at the principal office of NSCC and on NSCC's
Web site at http://www.nscc.com/legal. 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-NSCC-2007-11 and should be submitted on or before
September 10, 2007.

    For the Commission by the Division of Market Regulation,
pursuant to delegated authority.\9\
---------------------------------------------------------------------------

    \9\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-16329 Filed 8-17-07; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register Volume 78, Number 52 (Monday, March 18, 2013)]
[Notices]
[Pages 16749-16750]
[FR Doc No: 2013-06088]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-69109; File No. SR-BOX-2013-13]

Self-Regulatory Organizations; BOX Options Exchange LLC; Notice
of Filing of Proposed Rule Change To Clarify How the Exchange Will
Treat a Market Maker's Quoting Obligations When the Underlying Equity
Security Enters a Limit State or Straddle State

March 11, 2013.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on March 8, 2013, BOX Options Exchange LLC (``BOX'' or ``Exchange'')
filed with the Securities and Exchange Commission (``SEC'' or
``Commission'') the proposed rule change as described in Items I, II,
and II below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------

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

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend Rule 7080 to clarify how the
Exchange will treat a Market Maker's quoting obligations when the
underlying equity security enters a Limit State or Straddle State. The
text of the proposed rule change is available from the principal office
of the Exchange, at the Commission's Public Reference Room and also on
the Exchange's Internet Web site at http://boxexchange.com.

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

    In its filing with the Commission, the self-regulatory organization
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 self-regulatory organization
has prepared summaries, set forth in Sections A, B, and C below, of the
most significant aspects of such statements.

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

1. Purpose
    Previously, the Commission approved a National Market System Plan
to Address Extraordinary Market Volatility across the equities markets
(as amended, the ``Plan''). The purpose of this proposed rule change is
to implement joint industry principles across the options exchanges to
address the implementation of the Plan. In particular, this proposed
rule change will address how the Exchange will treat Market Maker
quoting obligations for the options classes to which it is appointed
when the underlying equity security enters a Limit State or Straddle
State, as those terms are defined within the Plan.
    Specifically, the Exchange proposes to amend IM-7080-1 (Trading
Conditions During Limit State or Straddle State) to provide that if the
underlying security has entered a Limit State or Straddle State, the
time in these States shall not count for purposes of calculating
whether a Market Maker is fulfilling his obligations for continuous
quotes under BOX Rule 8050(e).
    The Limit Up-Limit Down Plan is designed to prevent executions from
occurring outside of dynamic price bands disseminated to the public by
the single plan processor as defined in the Limit Up-Limit Down Plan.
Under the Plan, a Limit State will be declared if the national best
offer equals the lower price band and does not cross the national best
bid, or the national best bid equals the upper price band and does not
cross the national best offer. A Straddle State is when the national
best bid (offer) is below (above) the lower (upper) price band and the
security is not in a Limit State, and trading in that security deviates
from normal trading characteristics such that declaring a trading pause
would support the Plan's goal to address extraordinary market
volatility. Accordingly, when the underlying security is in a Limit
State or Straddle State, there will not be a reliable price for the
security to serve as a benchmark for the price of the related option.
    Under BOX Rule 8050(e), the Exchange requires Market Makers to
enter continuous bids and offers for the options series to which it is
registered for at least 60% of the time that the classes in which the
Market Maker is registered are open for trading. While, in theory, the
liquidity provided by requiring Market Makers to continue to quote
during a Limit or Straddle State could help to stabilize a volatile
market, without a reliable benchmark for pricing an option, Market
Makers would likely respond to the uncertainty by entering very wide
quotes, which would not provide any additional stability and could
potentially lead to additional uncertainty. As such, the Exchange is
proposing to specify that an underlying security's Limit State or
Straddle State time shall not count for purposes of calculating whether
a Market Maker is fulfilling its obligations for continuous quotes
under Rule 8050(e). This means that when a Limit State or Straddle
State occurs, the total time that the underlying security is in the one
of these States shall not be considered as part of the trading day for
purposes of calculating the requirement that a Market Maker must post
valid quotes at least 60% of the time the classes are open for trading.
The Exchange believes that this relief will help to maintain a fair and
efficient marketplace for the execution of options.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section
6(b) of the Act in general, and furthers the objectives of Section
6(b)(5) of the Act in particular, in that it is 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.
Specifically, the Exchange believes that the proposal is designed to
help maintain fair and orderly markets by imposing certain modified
conditions during times of uncertainty regarding the price of the
underlying security due to extraordinary market volatility in such
underlying security.
    The Exchange believes that excluding an underlying security's Limit
State or Straddle State time for purposes of calculating whether a
Market Maker is fulfilling his obligations for continuous quotes will
help to prevent executions that might occur at prices that have not
been reliably formed. Further, the proposed changes will allow Market
Makers to enter orders only where the Market Maker is confident in the
price of the option, rather than on a continuous basis in all series in
which the Market Maker is registered, which the Exchange believes will
help to minimize uncertainty during a volatile market. The Exchange
also believes that these changes will help to incentivize participants
registered with BOX as Market Makers to continue to act as Market
Makers, rather than potentially causing Market Makers to deregister.

The Exchange also believes that this change will help to protect all
investors from executions at prices that are not based on a reliable
benchmark for the price of an option during times of significant
volatility, and thus, believes the proposal to be consistent with the
protection of investors and the public interest.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. To the contrary, the Exchange
believes that other options exchanges are proposing to modify a market
maker's quoting obligations when the underlying security is subject to
a Limit State or Straddle State in connection with the Limit Up-Limit
Down Plan consistent with the Exchange's handling proposed by this
filing.

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

    The Exchange has neither solicited nor received comments on the
proposed rule change.

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

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File No. SR-BOX-2013-13 on the subject line.

Paper Comments

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

All submissions should refer to File No. SR-BOX-2013-13. 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 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 Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such 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 No. SR-BOX-2013-13 and should be
submitted on or before April 2, 2013.
---------------------------------------------------------------------------

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

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\3\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-06088 Filed 3-15-13; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 80, Number 5 (Thursday, January 8, 2015)]
[Notices]
[Pages 1053-1054]
[FR Doc No: 2015-00054]

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SECURITIES AND EXCHANGE COMMISSION

Proposed Collection; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of FOIA Services, Washington, DC 20549-2736.

Extension:
    Rule 15g-4, SEC File No. 270-347, OMB Control No. 3235-0393.

    Notice is hereby given that pursuant to the Paperwork Reduction Act
of 1995 (``PRA'') (44 U.S.C. 3501 et seq.), the Securities and Exchange
Commission (``Commission'') is soliciting comments on the existing
collection of information provided for in Rule 15g-4--Disclosure of
compensation to brokers or dealers (17 CRF 240.15g-4) under the
Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.). The Commission
plans to submit this existing collection of information to the Office
of Management and Budget (``OMB'') for extension and approval.
    Rule 15g-4 requires brokers and dealers effecting transactions in
penny

stocks for or with customers to disclose the amount of compensation
received by the broker-dealer in connection with the transaction. The
purpose of the rule is to increase the level of disclosure to investors
concerning penny stocks generally and specific penny stock
transactions.
    The Commission estimates that approximately 221 broker-dealers will
spend an average of 87 hours annually to comply with this rule. Thus,
the total compliance burden is approximately 19,245 burden-hours per
year.
    Written comments are invited on: (a) Whether the proposed
collection of information is necessary for the proper performance of
the functions of the agency, including whether the information shall
have practical utility; (b) the accuracy of the agency's estimates of
the burden of the proposed collection of information; (c) ways to
enhance the quality, utility, and clarity of the information to be
collected; and (d) ways to minimize the burden of the collection of
information on respondents, including through the use of automated
collection techniques or other forms of information technology.
Consideration will be given to comments and suggestions submitted in
writing within 60 days of this publication.
    An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information under the PRA unless it
displays a currently valid OMB control number.
    Please direct your written comments to: Pamela Dyson, Acting
Director/Chief Information Officer, Securities and Exchange Commission,
c/o Remi Pavlik-Simon, 100 F Street NE., Washington, DC 20549 or send
an email to<EMAIL_ADDRESS>
    Dated: January 2, 2015.
Brent J. Fields,
Secretary.
[FR Doc. 2015-00054 Filed 1-7-15; 8:45 am]
BILLING CODE 8011-01-P