[Federal Register Volume 86, Number 234 (Thursday, December 9, 2021)]
[Notices]
[Pages 70159-70160]
[FR Doc No: 2021-26621]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34434; 812-15266]

PGIM Private Real Estate Fund, Inc., et al.

December 3, 2021.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of an application under section 6(c) of the Investment
Company Act of 1940 (the ``Act'') for an exemption from sections
18(a)(2), 18(c) and 18(i) of the Act, under sections 6(c) and 23(c) of
the Act for an exemption from rule 23c-3 under the Act, and for an
order pursuant to section 17(d) of the Act and rule 17d-1 under the
Act.

Summary of Application:  Applicants request an order to permit certain
registered closed-end management investment companies to issue multiple
classes of shares and to impose asset-based service and distribution
fees, and early withdrawal charges (``EWCs'').

Applicants:  PGIM Private Real Estate Fund, Inc. (``Initial Fund''),
PGIM Investments, LLC (``Adviser''), and

Prudential Investment Management Services LLC (``Distributor'').

Filing Dates:  The application was filed on September 24, 2021, and
amended on November 22, 2021.

Hearing or Notification of Hearing:  An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing on any application by emailing
the SEC's Secretary at [email protected] and serving the
relevant applicant with a copy of the request by email, if an email
address is listed for the relevant applicant below, or personally or by
mail, if a physical address is listed for the relevant applicant below.
    Hearing requests should be received by the Commission by 5:30 p.m.
on December 28, 2021, and should be accompanied by proof of service on
applicants, in the form of an affidavit or, for lawyers, a certificate
of service. Pursuant to rule 0-5 under the Act, hearing requests should
state the nature of the writer's interest, any facts bearing upon the
desirability of a hearing on the matter, the reason for the request,
and the issues contested. Persons who wish to be notified of a hearing
may request notification by emailing the Commission's Secretary.

ADDRESSES: The Commission: [email protected]. Applicants: c/o
Benjamin Wells, by email to [email protected].

FOR FURTHER INFORMATION CONTACT: Lisa Reid Ragen, Branch Chief, at
(202) 551-6825 (Division of Investment Management, Chief Counsel's
Office).

SUPPLEMENTARY INFORMATION: For Applicants' representations, legal
analysis, and condition, please refer to Applicants' application, dated
November 22, 2021, which may be obtained via the Commission's website
by searching for the file number, using the Company name box, at http://www.sec.gov/search/search.htm, or by calling<PHONE_NUMBER>.

    For the Commission, by the Division of Investment Management,
under delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-26621 Filed 12-8-21; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: August 15, 2007 (Volume 72, Number 157)]
[Notices]
[Page 45807-45808]
[DOCID:fr15au07-82]

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ENVIRONMENTAL PROTECTION AGENCY

[EPA-HQ-OPP-2007-0597; FRL-8141-6]

Pesticide Product Registrations; Conditional Approval

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice.

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SUMMARY: This notice announces Agency approval of applications
submitted by Syngenta Seeds, Monsanto Company, Pioneer Hi-Bred
International (A Dupont Company), and Mycogen Seeds (c/o Dow
AgroSciences), to conditionally register the pesticide products
Agrisure\TM\ RW Rootworm-Protected Corn, MON 88017, MON 88017 x MON
810, Herculex Rootworm Insect Protection, and Herculex RW Insect
Protection, containing new active ingredients not included in any
previously registered products pursuant to the provisions of section
3(c)(7)(C) of the Federal Insecticide, Fungicide, and Rodenticide Act
(FIFRA), as amended.

FOR FURTHER INFORMATION CONTACT: Mike Mendelsohn, Biopesticides and
Pollution Prevention Division (7511P), Office of Pesticide Programs,
Environmental Protection Agency, 1200 Pennsylvania Ave., NW.,
Washington, DC 20460-0001; telephone number:<PHONE_NUMBER>; e-mail
address<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. General Information

A. Does this Action Apply to Me?

    You may be potentially affected by this action if you are an
agricultural producer, food manufacturer, or pesticide manufacturer.
Potentially affected entities may include, but are not limited to:
     Crop production (NAICS code 111).
     Animal production (NAICS code 112).
     Food manufacturing (NAICS code 311).
     Pesticide manufacturing (NAICS code 32532).
    This listing is not intended to be exhaustive, but rather provides
a guide for readers regarding entities likely to be affected by this
action. Other types of entities not listed in this unit could also be
affected. The North American Industrial Classification System (NAICS)
codes have been provided to assist you and others in determining
whether this action might apply to certain entities. If you have any
questions regarding the applicability of this action to a particular
entity, consult the person listed under FOR FURTHER INFORMATION
CONTACT.

B. How Can I Get Copies of this Document and Other Related Information?

    1. Docket. EPA has established a docket for this action under
docket identification (ID) number EPA-HQ-OPP-2007-0597. Publicly
available docket materials are available either in the electronic

http://www.regulations.gov, or, if only available in hard copy, at the Office

of Pesticide Programs (OPP) Regulatory Public Docket in Rm. S-4400, One
Potomac Yard (South Bldg.), 2777 S. Crystal Dr., Arlington, VA. The
hours of operation of this Docket Facility are from 8:30 a.m. to 4
p.m., Monday through Friday, excluding legal holidays. The Docket
Facility telephone number is<PHONE_NUMBER>.
    In accordance with section 3(c)(2) of FIFRA, a copy of the approved
label, the list of data references, the data and other scientific
information used to support registration, except for material
specifically protected by section 10 of FIFRA, are also available for
public inspection. Requests for data must be made in accordance with
the provisions of the Freedom of Information Act and must be addressed
to the Freedom of Information Office (A-101), 1200 Pennsylvania Ave.,
NW., Washington, DC 20460-0001. Such requests should: Identify the
product name and registration number and specify the data or
information desired.
    Electronic versions of the fact sheets and Biopesticide Regulatory
Action Documents are available at http://www.epa.gov/oppbppd1/biopesticides/pips/pip_list.htm
.

    2. Electronic access. You may access this Federal Register document
electronically through the EPA Internet under the ``Federal Register''
listings at http://www.epa.gov/fedrgstr.

II. Did EPA Conditionally Approve the Application?

    A conditional registration may be granted under section 3(c)(7)(C)
of FIFRA for a new active ingredient where certain data are lacking, on
condition that such data are received by the end of the conditional
registration period and do not meet or exceed the risk criteria set
forth in 40 CFR 154.7; that use of the pesticide during the conditional
registration period will not cause unreasonable adverse effects; and
that use of the pesticide is in the public interest. The Agency has
considered the available data on the risks associated with the proposed
use of Modified Cry3A protein and the genetic material necessary for
its production (via elements of pZM26) in event MIR604 corn SYN-IR604-
8, Bacillus thuringiensis Cry3Bb1 protein and the genetic material
necessary for its production (Vector ZMIR39) in Event MON 88017 corn
(OECD Unique Identifier: MON-88O17-3), and Bacillus thuringiensis
Cry34Ab1 and Cry35Ab1 proteins and the genetic material necessary for
their production (plasmid insert PHP 17662) in Event DAS-59122-7 corn,
and information on social, economic, and environmental benefits to be
derived from such use. Specifically, the Agency has considered the
nature and its pattern of use, application methods and rates, and level
and extent of potential exposure. Based on these reviews, the Agency
was able to make basic health and safety determinations which show that
use of Modified Cry3A protein and the genetic material necessary for
its production (via elements of pZM26) in event MIR604 corn SYN-IR604-
8, Bacillus thuringiensis Cry3Bb1 protein and the genetic material
necessary for its production (Vector ZMIR39) in Event MON 88017 corn
(OECD Unique Identifier: MON-88O17-3), and Bacillus thuringiensis
Cry34Ab1 and Cry35Ab1 proteins and the genetic material necessary for
their production (plasmid insert PHP 17662) in Event DAS-59122-7 corn
during the period of conditional registrations will not cause any
unreasonable adverse effect on the environment, and that use of the
pesticides are, in the public interest .
    Consistent with section 3(c)(7)(C) of FIFRA, the Agency has
determined that these conditional registrations are in the public
interest. Use of the pesticides are of significance to the user
community, and appropriate labeling, use directions, and other measures
have been taken to ensure that use of the pesticides will not result in
unreasonable adverse effects to man and the environment.

III. Conditional Approval Form

    EPA issued a notice, published in the Federal Register of October
27, 2004 (69 FR 62678) (FRL-7370-4), which announced that Syngenta
Seeds, Inc., Field Crops-NAFTA, P.O. Box 12257, 3054 Cornwallis Rd.,
Research Triangle Park, NC 27709-2257, had submitted an application to
conditionally register the pesticide product, Event MIR604 Rootworm-
Protected Corn, Plant-Incorporated Protectant (EPA File Symbol 67979-
L), containing Modified Cry3A protein and the genetic material
necessary for its production (via elements of pZM26) in event MIR604
corn SYN-IR604-8 an active ingredient not included in any previously
registered product. The application was approved on October 3, 2006, as
Agrisure\TM\ RW Rootworm Protected Corn, (EPA Registration Number
67979-5). This product is a plant-incorporated protectant.
    EPA also issued a notice, published in the Federal Register of
December 22, 2004 (69 FR 76716) (FRL-7370-5), which announced that
Monsanto Company, 800 North Lindbergh Blvd., St. Louis, MO 63167, had
submitted an application to conditionally register the pesticide
products, MON 88017 and MON 88017 x MON 810, Plant-Incorporated
Protectant EPA File Symbols 524-LLR and 524-LLE), containing [Bacillus
thuringiensis Cry3Bb1 protein and the genetic material necessary for
its production (Vector ZMIR39) in Event MON 88017 corn (OECD Unique
Identifier: MON-88O17-3) an active ingredient not included in any
previously registered product.The applications were approved on
December 13, 2005, as MON 88017, (EPA Registration Number 524-551) and
MON 88017 x MON 810, (EPA Registration Number 524-552). These products
are plant-incorporated protectants.
    EPA also issued a notice, published in the Federal Register of
September 1, 2004 (69 FR 53434) (FRL-7370-2), which announced that
Pioneer Hi-Bred International, A Dupont Company, 7250 N.W. 62nd Ave.,
P.O. Box 552, Johnston, IA 50131-0552 and Mycogen Seeds c/o Dow
AgroSciences , had submitted an application to conditionally register
the pesticide products, Pioneer Brand B.t. Cry34/35Ab1 Insect Resistant
Corn Seed and Mycogen Brand B.t. Cry34/35Ab1 Construct 17662 Corn,
Plant-Incorporated Protectants (EPA File Symbols 29964-U and 68467-L),
containing Bacillus thuringiensis Cry34Ab1 and Cry35Ab1 proteins and
the genetic material necessary for their production (plasmid insert PHP
17662) in Event DAS-59122-7 corn an active ingredient not included in
any previously registered product.The applications were approved on
August 31, 2005 , as Herculex Rootworm Insect Protection, (EPA
Registration Number 29964-4) and Herculex RW Insect Protection, (EPA
Registration Number 68467-5). These products are plant-incorporated
protectants.

List of Subjects

    Environmental protection, Chemicals, Pesticides and pests.

    Dated: August 2, 2007.
 Janet L. Andersen,
Director, Biopesticides and Pollution Prevention Division, Office of
Pesticide Programs.
[FR Doc. E7-16049 Filed 8-14-07; 8:45 am]

BILLING CODE 6560-50-S


[Federal Register Volume 82, Number 185 (Tuesday, September 26, 2017)]
[Notices]
[Page 44835]
[FR Doc No: 2017-20578]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Internal Agency Docket No. FEMA-4329-DR; Docket ID FEMA-2017-0001]

New Hampshire; Amendment No. 1 to Notice of a Major Disaster
Declaration

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice.

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SUMMARY: This notice amends the notice of a major disaster declaration
for the State of New Hampshire (FEMA-4329-DR), dated August 9, 2017,
and related determinations.

DATES:  This amendment was issued September 11, 2017.

FOR FURTHER INFORMATION CONTACT: Dean Webster, Office of Response and
Recovery, Federal Emergency Management Agency, 500 C Street SW.,
Washington, DC 20472,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: The notice of a major disaster declaration
for the State of New Hampshire is hereby amended to include the
following area among those areas determined to have been adversely
affected by the event declared a major disaster by the President in his
declaration of August 9, 2017.

Coos County for Public Assistance

    The following Catalog of Federal Domestic Assistance Numbers
(CFDA) are to be used for reporting and drawing funds: 97.030,
Community Disaster Loans; 97.031, Cora Brown Fund; 97.032, Crisis
Counseling; 97.033, Disaster Legal Services; 97.034, Disaster
Unemployment Assistance (DUA); 97.046, Fire Management Assistance
Grant; 97.048, Disaster Housing Assistance to Individuals and
Households In Presidentially Declared Disaster Areas; 97.049,
Presidentially Declared Disaster Assistance--Disaster Housing
Operations for Individuals and Households; 97.050 Presidentially
Declared Disaster Assistance to Individuals and Households--Other
Needs; 97.036, Disaster Grants--Public Assistance (Presidentially
Declared Disasters); 97.039, Hazard Mitigation Grant.

Brock Long,
Administrator, Federal Emergency Management Agency.
[FR Doc. 2017-20578 Filed 9-25-17; 8:45 am]
 BILLING CODE 9111-23-P


[Federal Register Volume 78, Number 238 (Wednesday, December 11, 2013)]
[Notices]
[Pages 75434-75435]
[FR Doc No: 2013-29493]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-70995; File No. SR-NYSEArca-2013-92]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of
Designation of a Longer Period for Commission Action on Proposed Rule
Change To Amend NYSE Arca Equities Rules 7.31, 7.32, 7.37, and 7.38 in
Order To Comprehensively Update Rules Related to the Exchange's Order
Types and Modifiers

December 5, 2013.
    On September 30, 2013, NYSE Arca, Inc. (``NYSE Arca'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to amend NYSE Arca Equities Rules 7.31, 7.32,
7.37, and 7.38 in order to comprehensively update rules related to the
Exchange's order types and modifiers. The proposed rule change was
published for comment in the Federal Register on October 22, 2013.\3\
The Commission received no comments on the proposal.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 70637 (October 9,
2013), 78 FR 62745 (``Notice'').
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    Section 19(b)(2) of the Act \4\ provides that, within 45 days of
the publication of notice of the filing of a proposed rule change, or
within such longer period up to 90 days as the Commission may designate
if it finds such longer period to be appropriate and publishes its
reasons for so finding or as to which the self-regulatory organization
consents, the Commission shall either approve the proposed rule change,
disapprove the proposed rule change, or institute proceedings to
determine whether the proposed rule change should be disapproved. The
45th day for this filing is December 6, 2013. The Commission is
extending this 45-day time period.
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    \4\ 15 U.S.C. 78s(b)(2).
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    The Commission finds that it is appropriate to designate a longer
period within which to take action on the proposed rule change so that
it has sufficient time to consider the proposal. The proposal would
comprehensively update the Exchange's order type and modifier rules in
order to provide additional specificity and transparency regarding the
operation of many of the Exchange's order types and modifiers, better
align the Exchange's rules with currently available functionality, and
organize and define the Exchange's

order types and modifiers in a more intuitive manner.
    Accordingly, the Commission, pursuant to Section 19(b)(2) of the
Act,\5\ designates January 20, 2014, as the date by which the
Commission should either approve or disapprove or institute proceedings
to determine whether to disapprove the proposed rule change.
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    \5\ 15 U.S.C. 78s(b)(2).
    \6\ 17 CFR 200.30-3(a)(31).

    For the Commission, by the Division of Trading and Markets,
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pursuant to delegated authority.\6\

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-29493 Filed 12-10-13; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: June 19, 2006 (Volume 71, Number 117)]
[Proposed Rules]
[Page 35365-35367]
[DOCID:fr19jn06-33]

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Part III

Securities and Exchange Commission

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17 CFR Part 270

Investment Company Governance; Proposed Rule

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 270

[Release No. IC-27395; File No. S7-03-04]
RIN 3235-AJ05

Investment Company Governance

AGENCY: Securities and Exchange Commission.

ACTION: Request for additional comment.

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SUMMARY: On April 7, 2006, a Federal appeals court invalidated certain
amendments adopted by the Securities and Exchange Commission
(``Commission'') to rules under the Investment Company Act of 1940
(``Act''). The Court found that the Commission had failed to seek
comment on the data used to estimate the costs of the amendments, but
suspended issuing its mandate in order to give the Commission an
opportunity to request further comment. Because the Court's decision
called into question the regularity of our proceedings, the Commission
now invites further comment on the amendments, including particularly
their costs. The amendments, first proposed on January 15, 2004, would
impose two conditions on investment companies (``funds'') relying on
certain exemptive rules. First, fund boards would have to be comprised
of at least 75 percent independent directors. Second, the boards would
have to be chaired by an independent director. In addition to the costs
of the two conditions, commenters may address any issue related to the
underlying purpose of the two conditions, which is the protection of
funds and fund shareholders. As required by section 2(c) of the
Investment Company Act, the Commission specifically seeks comment on
whether the proposed rule amendments will promote efficiency,
competition, and capital formation.

DATES: Comments must be received on or before August 21, 2006.

ADDRESSES: To help us process and review your comments more
efficiently, comments should be sent by one method only.

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/proposed.shtml.
); or     Send an e-mail to<EMAIL_ADDRESS>Please include

File Number S7-03-04 on the subject line; or
     Use the Federal eRulemaking Portal (http://www.regulations.gov
). Follow the instructions for submitting comments.

Paper Comments

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

All submissions should refer to File Number S7-03-04. The Commission
will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/proposed.shtml
). Comments are also available for

public inspection and copying in the Commission's Public Reference
Room, 100 F Street, NE., Washington, DC 20549. All comments received
will be posted without change; we do not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly.

FOR FURTHER INFORMATION CONTACT: Vincent Meehan, Staff Attorney, or
Penelope Saltzman, Branch Chief, Office of Regulatory Policy, (202)
551-6792, Division of Investment Management, Securities and Exchange
Commission, 100 F Street, NE., Washington, DC 20549.

SUPPLEMENTARY INFORMATION:

I. Background

    On July 27, 2004, the Commission adopted amendments to ten
exemptive rules under the Investment Company Act \1\ (``Exemptive
Rules'') to require funds that rely on one or more of those rules to
adopt certain governance practices.\2\ The conditions were part of a
package of amendments designed to protect the interests of funds and
the fund shareholders they serve. Among other things, the amendments
added two conditions for funds relying on the Exemptive Rules. First,
such a fund must have a board of directors with no less than 75 percent
independent directors.\3\ Second, such a fund must be chaired by an
independent director. The reasons for the Commission's adoption of
these conditions, as well as other amendments to the Exemptive Rules,
were set forth at length in the Adopting Release issued July 27,
2004.\4\
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    \1\ 15 U.S.C. 80a.
    \2\ Investment Company Governance, Investment Company Act
Release No. 26520 (July 27, 2004) [69 FR 46378 (Aug. 2, 2004)]
(``Adopting Release''). The Exemptive Rules are listed in the
Adopting Release at footnote 9.
    \3\ In this Release, we are using ``independent director'' to
refer to a director who is not an ``interested person'' of the fund,
as defined by the Act. See section 2(a)(19) of the Act [15 U.S.C.
80a-2(a)(19)].
    \4\ See Adopting Release, supra note 2.
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    The two conditions were challenged in the United States Court of
Appeals for the District of Columbia Circuit. On June 21, 2005, the
Court remanded to the Commission for consideration of two deficiencies
that it identified in the rulemaking.\5\ After considering those two
issues at a public meeting on June 29, 2005, the Commission issued a
release announcing its decision not to modify the rule amendments
(``Remand Release'').\6\ The June 29 action was then challenged, and
the Court on April 7, 2006, issued an opinion holding that the
Commission violated the Administrative Procedure Act \7\ by failing to
seek comment on the data used to estimate the costs of the two
conditions.\8\ The Court vacated the two conditions, but withheld its
mandate for 90 days to afford the Commission an opportunity to reopen
the record for comment.\9\
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    \5\ Chamber of Commerce v. Securities and Exchange Commission,
412 F.3d 133 (D.C. Cir. 2005).
    \6\ See Investment Company Governance, Investment Company Act
Release No. 26985 (June 30, 2005) [70 FR 39390 (July 7, 2005)]
(``Remand Release'').
    \7\ 5 U.S.C. 553(c).
    \8\ Chamber of Commerce v. Securities and Exchange Commission,
443 F.3d 890 (D.C. Cir. 2006).
    \9\ Id. at 909.
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II. Discussion

    The 75 percent condition and the independent chair condition have
been extensively discussed in the prior Commission releases,\10\ and
commenters are referred to the discussion in those releases for a
detailed treatment of them. The Commission requests comment on the
costs associated with the two conditions, and suggestions for
additional provisions designed to achieve the underlying purpose of the
amendments, which is the protection of funds and fund shareholders.
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    \10\ Investment Company Governance, Investment Company Act
Release No. 26323 (Jan. 15, 2004) [69 FR 3472 (Jan. 23, 2004)]
(``Proposing Release''); Adopting Release, supra note 2; Remand
Release, supra note 6.
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    The Court found the Commission's discussion of costs, together with
an expressed expectation that these costs would be ``minimal,'' to be
inadequate. To address this, the Commission particularly seeks reliable
cost data in support of commenters' assertions.
    For example, in the Remand Release we attempted to identify all of
the potential costs associated with the 75 percent and independent
chair conditions when we assigned an estimate of direct and indirect
costs to each of them; we seek comment on all of these and any other
potential costs. In addition, while the Remand Release acknowledged
that these costs would likely vary depending upon which of various
methods funds chose to come into compliance with the conditions,

such as whether a fund came into compliance with the 75 percent
condition as a result of the resignation of one or more interested
directors or the selection of one or more new independent
directors,\11\ the Court was critical of the fact that we based those
estimates in part on data from an industry survey that was not a part
of the rulemaking record. We specifically solicit comment, therefore,
on the adequacy of those estimates and on other appropriate measures of
costs.
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    \11\ In the Adopting Release we estimated that approximately 60
percent of funds met the 75 percent condition at the time we adopted
the rule. Adopting Release, supra note 2, at n.78. Of those that
subsequently came into compliance, our staff estimates that, based
upon filings made with the Commission during the last year, 49
percent did so solely as a result of one or more interested
directors resigning from the board of directors, and 14 percent did
so solely as a result of adding one or more independent directors.
Thirty-seven percent of funds coming into compliance with the 75
percent condition experienced a change in the composition of their
boards as a result of (i) the addition of independent directors and
the resignation or retirement of interested directors, (ii) the
resignation or retirement of both independent and interested
directors, or (iii) the addition of both independent and interested
directors.
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    The Court directed our attention to gaps in the rulemaking record.
We now solicit comment regarding current cost data, including such
items as implementation data for funds that have voluntarily complied
with either or both of the conditions. We also request comment on any
other costs that funds may incur, in coming into compliance with the
two conditions, that were not identified in the Remand Release. We are
particularly interested in the costs incurred by small fund groups.\12\
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    \12\ For purposes of the Small Business Regulatory Enforcement
Fairness Act of 1996, we request comment on the potential impact of
the conditions on the U.S. economy on an annual basis. 5 U.S.C.
804(2). In addition, we incorporate the Regulatory Flexibility Act
analyses contained in the prior Commission releases, including the
solicitation of comments therein.
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    With respect to the 75 percent condition, we request comment
generally on both the monetary and non-monetary costs that funds
experienced specifically relating to compliance. What were the costs of
hiring and recruiting independent directors? \13\ Has the increased
percentage resulted in the hiring of additional legal or other
resources to support the independent directors? If so, what are the
associated costs?
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    \13\ Our staff estimates that, based upon filings made with the
Commission during the last year, 54 percent of funds that came into
compliance with the 75 percent condition solicited a shareholder
vote to elect directors.
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    What were the monetary and non-monetary costs to funds of complying
with the independent chair condition? \14\ What were the costs of
hiring and compensating an independent chair? Do independent chairs, as
we anticipated they might, use additional legal services? If so, how
much? Did they hire additional staff? If so, what are the associated
costs? The Court, in discussing the two conditions in its April 7
opinion, found that the Commission viewed the costs to an individual
fund of the independent chair condition to derive principally from the
increased compensation for the independent chair and the costs of
additional staff, without allowing sufficient comment on these matters.
Are there other costs that should be taken into account? Are there
better sources of information than those upon which the Commission
relied?
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    \14\ See Adopting Release, supra note 2, at n.81. Our staff
estimates, based upon filings made with the Commission during the
last year, 97 percent of newly selected independent chairmen were
selected from among the incumbent independent directors.
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    Comment on costs may be made on an industry-wide basis or on an
individual fund basis. Comments that are accompanied by supporting data
and analysis are of greatest assistance.\15\
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    \15\ The Commission considers costs in connection with its
obligations under section 2(c) of the Investment Company Act, which
requires the Commission, when engaging in rulemaking that requires
it to consider or determine whether an action is necessary or
appropriate in the public interest, to consider whether the action
will promote efficiency, competition, and capital formation. See 15
U.S.C. 80a-2(c). We solicit comment on any other aspect of the
conditions that would affect this consideration.
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    Finally, we note that the underlying purpose of the two conditions
was, and remains, the protection of funds and fund shareholders, and
that, as we have been reminded by the Court, we are bound in this
rulemaking under the Investment Company Act to consider ``whether the
action will promote efficiency, competition, and capital formation.''
For these reasons we solicit comment on any issue related to the
underlying purpose of the two conditions, and any issue related to our
required determination whether the amendments promote efficiency,
competition, and capital formation.

    By the Commission.

    Dated: June 13, 2006.
Nancy M. Morris,
Secretary.
[FR Doc. 06-5493 Filed 6-16-06; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register Volume 87, Number 1 (Monday, January 3, 2022)]
[Notices]
[Pages 136-137]
[FR Doc No: 2021-28439]

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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-289, OMB Control No. 3235-0327]

Submission for OMB Review Comment Request; Extension: Form SE

Upon Written Request Copies Available From: Securities and Exchange
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC
20549-2736

    Notice is hereby given that, pursuant to the Paperwork Reduction
Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange
Commission (``Commission'') has submitted to the Office of Management
and Budget this request for extension of the previously approved
collection of information discussed below.
    Form SE (17 CFR 239.64) is used by registrants to file paper copies
of exhibits, reports or other documents that would be difficult or
impossible to submit electronically, as provided in Rule 311 of
Regulation S-T (17 CFR 232.311). The information contained in Form SE
is used by the Commission to identify paper copies of exhibits. Form

SE is a public document and is filed on occasion. Form SE is filed by
individuals, companies or other entities that are required to file
documents electronically. Approximately 19 registrants file Form SE and
it takes an estimated 0.10 hours per response for a total annual burden
of 2 hours (0.10 hours per response x 19 responses).
    An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information unless it displays a
currently valid control number.
    The public may view background documentation for this information
collection at the following website: www.reginfo.gov. Find this
particular information collection by selecting ``Currently under 30-day
Review--Open for Public Comments'' or by using the search function.
Written comments and recommendations for the proposed information
collection should be sent within 30 days of publication of this notice
to (i) www.reginfo.gov/public/do/PRAMain and (ii) David Bottom,
Director/Chief Information Officer, Securities and Exchange Commission,
c/o John Pezzullo, 100 F Street NE, Washington, DC 20549, or by sending
an email to: [email protected].

    Dated: December 28, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-28439 Filed 12-30-21; 8:45 am]
BILLING CODE 8011-01-P


RECEIPT OF DELIVERY DATE: 02/ 16/ 2006 Receipt of Delivery TO: The Honorable J. Dennis Hastert Speaker of the House of Representatives The Capitol, H 209 Washington, D. C. 20515 FROM: U. S. Environmental Protection Agency 1200 Pennsylvania Ave., NW 1806A Washington, DC 20460 TITLE( S) OF DOCUMENTS:

1. Approval and Disapproval and Promulgation of Air Quality Implementation Plans; Colorado; Affirmative Defense Provisions; for Startup and Shutdown; Common Provisions Regulation and Regulation No. 1 [ FRL # 8029 7, Region 8] Final 2. Approval and Promulgation of State Implementation Plans; Texas; Revision to the Rate of Progress Plan for the Beaumont/ Port Authur Ozone Nonattainment Area [ FRL # 8034 7, Region 6] Direct Final 3. Regulation of Fuels and Fuel Additives: Removal of Reformulated Gasoline Oxygen Content Requirement for California Gasoline and Revision of Commingling Prohibition to Address Non Oxygenated Reformulated Gasoline in California [ FRL # 8035 2, OAR] Direct Final 4. Regulation of Fuels and Fuel Additivites: Removal of Reformulated Gasoline Oxygen Content Requirement and Revision of Commingling Prohibition to Address Non Oxygenated Reformulated Gasoline [ FRL # 8035 1, OAR] Direct Final 5. TSCA Inventory Update Reporting Partially exempted Chemicals List; Addition of Certain Vegetablebased Oils, Soybean Meal, and Xylitol [ FRL # 7760 7, OPPTS] Direct Final RECEIVED BY: ______________________________ Date:________________ RECEIPT OF DELIVERY DATE: 02/ 16/ 2006 Receipt of Delivery TO: The Honorable Richard B. Cheney President of the Senate The Capitol, S 212 Washington, DC 20510 FROM: U. S. Environmental Protection Agency 1200 Pennsylvania Ave., NW 1806A Washington, DC 20460 TITLE( S) OF DOCUMENTS:

1. Approval and Disapproval and Promulgation of Air Quality Implementation Plans; Colorado; Affirmative Defense Provisions; for Startup and Shutdown; Common Provisions Regulation and Regulation No. 1 [ FRL # 8029 7, Region 8]

2. Approval and Promulgation of State Implementation Plans; Texas; Revision to the Rate of Progress Plan for the Beaumont/ Port Authur Ozone Nonattainment Area [ FRL # 8034 7, Region 6]

3. Regulation of Fuels and Fuel Additives: Removal of Reformulated Gasoline Oxygen Content Requirement for California Gasoline and Revision of Commingling Prohibition to Address Non Oxygenated Reformulated Gasoline in California [ FRL # 8035 2, OAR]

4. Regulation of Fuels and Fuel Additivites: Removal of Reformulated Gasoline Oxygen Content Requirement and Revision of Commingling Prohibition to Address Non Oxygenated Reformulated Gasoline [ FRL # 8035 1, OAR]

5. TSCA Inventory Update Reporting Partially exempted Chemicals List; Addition of Certain Vegetablebased Oils, Soybean Meal, and Xylitol [ FRL # 7760 7, OPPTS]

RECEIVED BY: ____________________________ Date:________________ RECEIPT OF DELIVERY DATE: 02/ 16/ 2006 Receipt of Delivery TO: Mr. Anthony Gamboa General Counsel General Accounting Office Room 7175 441 G Street, NW Washington, DC 20548 FROM: U. S. Environmental Protection Agency 1200 Pennsylvania Ave., NW 1806A Washington, DC 20460 TITLE( S) OF DOCUMENTS:

1. Approval and Disapproval and Promulgation of Air Quality Implementation Plans; Colorado; Affirmative Defense Provisions; for Startup and Shutdown; Common Provisions Regulation and Regulation No. 1 [ FRL # 8029 7, Region 8]

2. Approval and Promulgation of State Implementation Plans; Texas; Revision to the Rate of Progress Plan for the Beaumont/ Port Authur Ozone Nonattainment Area [ FRL # 8034 7, Region 6]

3. Regulation of Fuels and Fuel Additives: Removal of Reformulated Gasoline Oxygen Content Requirement for California Gasoline and Revision of Commingling Prohibition to Address Non Oxygenated Reformulated Gasoline in California [ FRL # 8035 2, OAR]

4. Regulation of Fuels and Fuel Additivites: Removal of Reformulated Gasoline Oxygen Content Requirement and Revision of Commingling Prohibition to Address Non Oxygenated Reformulated Gasoline [ FRL # 8035 1, OAR]

5. TSCA Inventory Update Reporting Partially exempted Chemicals List; Addition of Certain Vegetablebased Oils, Soybean Meal, and Xylitol [ FRL # 7760 7, OPPTS]

RECEIVED BY: ___________________________ Date:________________


[Federal Register Volume 86, Number 154 (Friday, August 13, 2021)]
[Notices]
[Pages 44763-44765]
[FR Doc No: 2021-17305]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92610; File No. SR-NYSEArca-2021-31]

Self-Regulatory Organizations; NYSE Arca, Inc.; Order Instituting
Proceedings To Determine Whether To Approve or Disapprove a Proposed
Rule Change To List and Trade Shares of the Valkyrie Bitcoin Fund Under
NYSE Arca Rule 8.201-E

August 9, 2021.
    On April 23, 2021, NYSE Arca, Inc. (``NYSE Arca'' or ``Exchange'')
filed with the Securities and Exchange Commission (``Commission''),
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to
list and trade shares (``Shares'') of the Valkyrie Bitcoin Fund
(``Trust'') under NYSE Arca Rule 8.201-E (Commodity-Based Trust
Shares). The proposed rule change was published for comment in the
Federal Register on May 12, 2021.\3\
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 91771 (May 6, 2021),
86 FR 26073 (May 12, 2021) (``Notice''). Comments on the proposed
rule change can be found at: https://www.sec.gov/comments/sr-nysearca-2021-31/srnysearca202131.htm.
---------------------------------------------------------------------------

    On June 22, 2021, pursuant to Section 19(b)(2) of the Act,\4\ the
Commission designated a longer period within which to approve the
proposed rule change, disapprove the proposed rule change, or institute
proceedings to determine whether to disapprove the proposed rule
change.\5\ This order institutes proceedings under Section 19(b)(2)(B)
of the Act \6\ to determine whether to approve or disapprove the
proposed rule change.
---------------------------------------------------------------------------

    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 92233 (June 22,
2021), 86 FR 34107 (June 28, 2021). The Commission designated August
10, 2021, as the date by which it should approve, disapprove, or
institute proceedings to determine whether to disapprove the
proposed rule change.
    \6\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

I. Summary of the Proposal

    As described in more detail in the Notice,\7\ the Exchange proposes
to list and trade the Shares of the Trust under NYSE Arca Rule 8.201-E,
which governs the listing and trading of Commodity-Based Trust Shares
on the Exchange.
---------------------------------------------------------------------------

    \7\ See Notice, supra note 3.
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    The investment objective of the Trust will be for the Shares to
reflect the performance of the value of a bitcoin as represented by the
CF Bitcoin US Settlement Price (``Index''), less the Trust's
liabilities and expenses.\8\ The Fund will use the Index to calculate
the Trust's net asset value (``NAV'').\9\ The Index serves as a once-a-
day benchmark rate of the U.S. dollar price of bitcoin (USD/BTC),
calculated as of 4:00 p.m., E.T. The Index aggregates the trade flow of
several bitcoin exchanges, during an observation window between 3:00
p.m. and 4:00 p.m., E.T., into the U.S. dollar price of one bitcoin at
4:00 p.m., E.T. The current constituent bitcoin exchanges of the Index
are Bitstamp, Coinbase, Gemini, itBit, and Kraken (``Constituent
Bitcoin Exchanges''). In calculating the Index, the methodology creates
a joint list of certain trade prices and sizes from the Constituent
Bitcoin Exchanges between 3:00 p.m. and 4:00 p.m., E.T. The methodology
then divides this list into 12 equally-sized time intervals of 5
minutes and it calculates the volume-weighted median trade price for
each of those time intervals. The Index is the arithmetic mean of these
12 volume-weighted median trade prices.\10\
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    \8\ Valkyrie Digital Assets LLC is the sponsor of the Trust
(``Sponsor'') and Delaware Trust Company is the trustee. Coinbase
Custody Trust Company, LLC (``Custodian'') will act as custodian for
the Trust's bitcoins. U.S. Bancorp Fund Services, LLC
(``Administrator'') will act as the transfer agent and administrator
of the Trust. See Notice, supra note 3, 86 FR at 26073.
    \9\ The Index is not affiliated with the Sponsor and is
administered by CF Benchmarks Ltd. (``Benchmark Administrator'').
See Notice, supra note 3, 86 FR at 26076.
    \10\ See id.
---------------------------------------------------------------------------

    The Shares of the Trust represent units of fractional undivided
beneficial interest in, and ownership of, the Trust. The Trust will
only hold bitcoin. The Custodian will establish accounts that hold the
bitcoins deposited with the Custodian on behalf of the Trust.\11\
---------------------------------------------------------------------------

    \11\ See id. at 26073.
---------------------------------------------------------------------------

    The Administrator will calculate the NAV of the Trust once each
Exchange trading day. The Sponsor will publish the NAV and NAV per
Share as soon as practicable after their determination and
availability, and the NAV will be released after the end of the Core
Trading Session (4:00 p.m., E.T.). The NAV of the Trust is not
officially struck until later in the day (often by 5:30 p.m., E.T, and
usually by 8:00 p.m., E.T.). The Trust's NAV per Share is calculated by
taking the current market value of its total assets, less any
liabilities of the Trust, and dividing that total by the total number
of outstanding Shares. The bitcoin held by the Trust will be valued
based on the price set by the Index.\12\
---------------------------------------------------------------------------

    \12\ See id. at 26076.
---------------------------------------------------------------------------

    The Trust will provide website disclosure of its bitcoin holdings
daily.\13\ The Trust will also disseminate an intraday indicative value
(``IIV'') per Share updated every 15 seconds by one of more major
market data vendors during the Exchange's Core Trading Session
(normally 9:30 a.m. to 4:00 p.m., E.T.). The IIV will be calculated by
a third-party financial data provider using the prior day's closing NAV
per Share of the Trust as a base and updating that value throughout the
trading day to reflect changes in the most recently reported price
level of the CME CF Bitcoin Real-Time Index (``BRTI''), as reported by
CME Group, Inc., Bloomberg, L.P., or another reporting service.\14\
---------------------------------------------------------------------------

    \13\ See id. at 26081.
    \14\ The BRTI is calculated in real time based on the universe
of the currently unmatched limit orders to buy or sell in the BTC/
USD pair of all Constituent Bitcoin Exchanges. See id. at 26076.
---------------------------------------------------------------------------

    The Trust will issue and redeem Shares to authorized participants
on an ongoing basis in one or more ``Baskets'' of 50,000 Shares. The
creation and redemption of a Basket requires the delivery to the Trust,
or the distribution by the Trust, of the number of whole and fractional
bitcoins represented by

each Basket being created or redeemed.\15\ Creation orders and
redemption orders may be placed either ``in-kind'' or ``in-cash.''
Although the Trust will create Baskets only upon the receipt of
bitcoins, and will redeem Baskets only by distributing bitcoins, an
authorized participant may deposit cash with the Administrator, which
will facilitate the purchase or sale of bitcoins through a liquidity
provider on behalf of an authorized participant (``Conversion
Procedures'').\16\
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    \15\ See id. at 26076-77.
    \16\ The Conversion Procedures will be facilitated by a single
liquidity provider, which will be selected by the Sponsor on an
order-by-order basis. In the event that an order cannot be filled in
its entirety by a single liquidity provider, additional liquidity
provider(s) will be selected by the Sponsor to fill the remaining
amount. See id. at 26076-78.
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II. Proceedings To Determine Whether To Approve or Disapprove SR-
NYSEArca-2021-31 and Grounds for Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \17\ to determine whether the proposed rule
change should be approved or disapproved. Institution of proceedings is
appropriate at this time in view of the legal and policy issues raised
by the proposed rule change, as discussed below. Institution of
proceedings does not indicate that the Commission has reached any
conclusions with respect to any of the issues involved. Rather, as
described below, the Commission seeks and encourages interested persons
to provide comments on the proposed rule change.
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

    Pursuant to Section 19(b)(2)(B) of the Act,\18\ the Commission is
providing notice of the grounds for disapproval under consideration.
The Commission is instituting proceedings to allow for additional
analysis of the proposed rule change's consistency with Section 6(b)(5)
of the Act, which requires, among other things, that the rules of a
national securities exchange be ``designed to prevent fraudulent and
manipulative acts and practices'' and ``to protect investors and the
public interest.'' \19\
---------------------------------------------------------------------------

    \18\ Id.
    \19\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Commission asks that commenters address the sufficiency of the
Exchange's statements in support of the proposal, which are set forth
in the Notice,\20\ in addition to any other comments they may wish to
submit about the proposed rule change. In particular, the Commission
seeks comment on the following questions and asks commenters to submit
data where appropriate to support their views:
---------------------------------------------------------------------------

    \20\ See Notice, supra note 3.
---------------------------------------------------------------------------

    1. What are commenters' views on whether the proposed Trust and
Shares would be susceptible to manipulation? What are commenters' views
generally on whether the Exchange's proposal is designed to prevent
fraudulent and manipulative acts and practices? What are commenters'
views generally with respect to the liquidity and transparency of the
bitcoin markets, the bitcoin markets' susceptibility to manipulation,
and thus the suitability of bitcoin as an underlying asset for an
exchange-traded product?
    2. What are commenters' views of the Exchange's assertion that the
bitcoin ecosystem has matured considerably since the last time the
Commission reviewed a proposal for a bitcoin exchange-traded product?
\21\ Are the changes that the Exchange identifies sufficient to support
the determination that the proposed listing and trading of the Shares
is consistent with the Act?
---------------------------------------------------------------------------

    \21\ See id. at 26078.
---------------------------------------------------------------------------

    3. The Exchange states that the design choices within the
methodology and framework of the Index are sufficiently resistant to
market manipulation and that, to date, there has been no evidence that
the Index has been subject to manipulation.\22\ What are commenters'
views on these assertions regarding the Index, including the relevance
of such assertions in determining whether the proposed listing and
trading of the Shares is consistent with the Act?
---------------------------------------------------------------------------

    \22\ See id. at 26078-79.
---------------------------------------------------------------------------

    4. The Exchange states that the Chicago Mercantile Exchange
(``CME'') participates in the oversight committee of the Index.\23\ The
Exchange further states that the Constituent Bitcoin Exchanges ``(1)
must enter into a data sharing agreement with the CME, (2) must
cooperate with inquiries and investigations of regulators and the
Benchmark Administrator and (3) must submit each of its clients to its
Know-Your-Customer (``KYC'') procedures; therefore, the CME would be
able, in the case of any suspicious trades, to discover all material
trade information including the identities of the customers placing the
trades.'' \24\ What are commenters' views on these assertions regarding
the Index, including the relevance of such assertions in determining
whether the proposed listing and trading of the Shares is consistent
with the Act?
---------------------------------------------------------------------------

    \23\ See id. at 26079.
    \24\ See id.
---------------------------------------------------------------------------

    5. The Exchange states that the ``proposed rule change is designed
to prevent fraudulent and manipulative acts and practices because,
although the global Bitcoin market is not inherently resistant to fraud
and manipulation, the Index used by the Trust to determine the value of
its bitcoin assets and its NAV, serves as a benchmark mechanism
sufficient to mitigate the impact of instances of fraud and
manipulation on a reference price for Bitcoin.'' \25\ The Exchange
further states that ``use of the Index would mitigate the effects of
potential manipulation of the bitcoin market.'' \26\ What are
commenters' views regarding such assertions?
---------------------------------------------------------------------------

    \25\ See id. at 26080.
    \26\ See id.
---------------------------------------------------------------------------

III. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written
submissions of their views, data, and arguments with respect to the
issues identified above, as well as any other concerns they may have
with the proposal. In particular, the Commission invites the written
views of interested persons concerning whether the proposal is
consistent with Section 6(b)(5) or any other provision of the Act, and
the rules and regulations thereunder. Although there do not appear to
be any issues relevant to approval or disapproval that would be
facilitated by an oral presentation of views, data, and arguments, the
Commission will consider, pursuant to Rule 19b-4, any request for an
opportunity to make an oral presentation.\27\
---------------------------------------------------------------------------

    \27\ Section 19(b)(2) of the Act, as amended by the Securities
Act Amendments of 1975, Public Law 94-29 (June 4, 1975), grants the
Commission flexibility to determine what type of proceeding--either
oral or notice and opportunity for written comments--is appropriate
for consideration of a particular proposal by a self-regulatory
organization. See Securities Act Amendments of 1975, Senate Comm. on
Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st
Sess. 30 (1975).
---------------------------------------------------------------------------

    Interested persons are invited to submit written data, views, and
arguments regarding whether the proposal should be approved or
disapproved by September 3, 2021. Any person who wishes to file a
rebuttal to any other person's submission must file that rebuttal by
September 17, 2021.
    Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-NYSEArca-2021-31 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2021-31. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSEArca-2021-31 and should be submitted
by September 3, 2021. Rebuttal comments should be submitted by
September 17, 2021.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\28\
---------------------------------------------------------------------------

    \28\ 17 CFR 200.30-3(a)(57).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-17305 Filed 8-12-21; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 82, Number 186 (Wednesday, September 27, 2017)]
[Rules and Regulations]
[Pages 44895-44898]
[FR Doc No: 2017-20112]

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

Federal Aviation Administration

14 CFR Part 39

[Docket No. FAA-2016-9386; Product Identifier 2016-NM-056-AD; Amendment
39-19055; AD 2017-19-25]
RIN 2120-AA64

Airworthiness Directives; Airbus Defense and Space S.A. (Formerly
Known as Construcciones Aeronauticas, S.A.) Airplanes

AGENCY: Federal Aviation Administration (FAA), Department of
Transportation (DOT).

ACTION: Final rule.

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SUMMARY: We are adopting a new airworthiness directive (AD) for all
Airbus Defense and Space S.A. Model CN-235, CN-235-100, CN-235-200, and
CN-235-300 airplanes; and Model C-295 airplanes. This AD was prompted
by reports of leakage of motorized cross-feed fuel valves. This AD
requires repetitive inspections and operational checks of the affected
fuel valves, and corrective actions if necessary. We are issuing this
AD to address the unsafe condition on these products.

DATES: This AD is effective November 1, 2017.
    The Director of the Federal Register approved the incorporation by
reference of certain publications listed in this AD as of November 1,
2017.

ADDRESSES: For service information identified in this final rule,
contact Airbus Defense and Space Services/Engineering Support, Avenida
de Arag[oacute]n 404, 28022 Madrid, Spain; telephone +34 91 585 55 84;
fax +34 91 585 31 27; email<EMAIL_ADDRESS>Internet
http://www.eads.net. You may view this referenced service information
at the FAA, Transport Standards Branch, 1601 Lind Avenue SW., Renton,
WA. For information on the availability of this material at the FAA,
call<PHONE_NUMBER>. It is also available on the Internet at http://www.regulations.gov by searching for and locating Docket No. FAA-2016-
9386.

Examining the AD Docket

    You may examine the AD docket on the Internet at http://www.regulations.gov by searching for and locating Docket No. FAA-2016-
9386; or in person at the Docket Management Facility between 9 a.m. and
5 p.m., Monday through Friday, except Federal holidays. The AD docket
contains this AD, the regulatory evaluation, any comments received, and
other information. The street address for the Docket Office (telephone
800-647-5527) is Docket Management Facility, U.S. Department of
Transportation, Docket Operations, M-30, West Building Ground Floor,
Room W12-140, 1200 New Jersey Avenue SE., Washington, DC 20590.

FOR FURTHER INFORMATION CONTACT: Shahram Daneshmandi, Aerospace
Engineer, International Section, Transport Standards Branch, FAA, 1601
Lind Avenue SW., Renton, WA 98057-3356; telephone<PHONE_NUMBER>; fax
425-227-1149.

SUPPLEMENTARY INFORMATION:

Discussion

    We issued a supplemental notice of proposed rulemaking (SNPRM) to
amend 14 CFR part 39 by adding an AD that would apply to all Airbus
Defense and Space S.A. Model CN-235, CN-235-100, CN-235-200, and CN-
235-300 airplanes; and Model C-295 airplanes. The SNPRM published in
the Federal Register on June 21, 2017 (82 FR 28274) (``the SNPRM''). We
preceded the SNPRM with a notice of proposed rulemaking that published
in the Federal Register on November 25, 2016 (81 FR 85169) (``the
NPRM''). The NPRM proposed to require an inspection of motorized cross-
feed fuel valves and, depending on findings, applicable corrective
action(s). The NPRM was prompted by leakage of a motorized cross-feed
fuel valve. The SNPRM proposed to require a reduced compliance time for
the initial inspection, the addition of repetitive inspections and
operational checks, and corrective actions if necessary. We are issuing
this AD to detect and correct leaks in a motorized fuel valve, which
could lead to failure of the fuel valve and consequent improper fuel
system functioning or, in case of the presence of an ignition source,
an airplane fire.
    The European Aviation Safety Agency (EASA), which is the Technical
Agent for the Member States of the European Union, has issued EASA
Airworthiness Directive 2017-0004, dated January 9, 2017 (referred to
after this as the Mandatory Continuing Airworthiness Information, or
``the MCAI''), to correct an unsafe condition for all Airbus Defense
and Space S.A. Model CN-235, CN-235-100, CN-235-200, and CN-235-300
airplanes; and Model C-295 airplanes. The MCAI states:

    Leakage of a motorised cross-feed fuel valve Part Number (P/N)
7923227F was reported on a CN-235-100M aeroplane. The leakage was
observed through the valve electrical connectors and detected during
accomplishment of a functional check in accordance with task 28.007
of the CN-235 Maintenance Review Board Report (MRB CN-235-PV01).
Identical motorised fuel valves are installed on civilian CN-235 and
C-295 aeroplanes, as cross-feed, shut-off and defueling valves.
    This condition, if not detected and corrected, could lead to
failure of a motorised fuel valve and consequent improper
functioning of the fuel system or, in case of an ignition source,
could lead to a fire, possibly resulting in damage to the aeroplane
and injury to occupants.
    To address this potentially unsafe condition, Airbus Defence &
Space (D&S) issued Alert Operators Transmission (AOT)-CN235-28-0001
and AOT-C295-28-0001 to provide inspection instructions.
    Consequently, EASA issued AD 2016-0071 to require a one-time
inspection of the affected motorised fuel valves and, depending on
findings, accomplishment of applicable corrective action(s).
    Since that [EASA] AD was issued, new occurrences of fuel leakage
involving the

affected motorised fuel valves were reported and Airbus D&S issued
Revision 1 of AOT-CN235-28-0001 and Revision 1 of AOT-C295-28-0001
to introduce repetitive inspections and operational checks of the
affected motorised fuel valves.
    For the reasons described above, this [EASA] AD retains the
requirements of EASA AD 2016-0071, which is superseded, and
introduces repetitive inspections and operational checks [and
corrective actions, if necessary] of the affected fuel valves.

    You may examine the MCAI in the AD docket on the Internet at http://www.regulations.gov by searching for and locating Docket No. FAA-2016-
9386.

Comments

    We gave the public the opportunity to participate in developing
this AD. We received no comments on the SNPRM or on the determination
of the cost to the public.

Conclusion

    We reviewed the relevant data and determined that air safety and
the public interest require adopting this AD as proposed except for
minor editorial changes. We have determined that these minor changes:
     Are consistent with the intent that was proposed in the
SNPRM for correcting the unsafe condition; and
     Do not add any additional burden upon the public than was
already proposed in the SNPRM.

Related Service Information Under 1 CFR Part 51

    Airbus Defense and Space has issued Alert Operators Transmission
(AOT) AOT-C295-28-0001, Revision 1, dated September 27, 2016; and AOT-
CN235-28-0001, Revision 1, dated September 27, 2016. This service
information describes procedures for repetitive inspections,
replacement of the motorized fuel valves, and operational checks and
corrective actions on affected motorized fuel valves. These documents
are distinct since they apply to different airplane models. This
service information is reasonably available because the interested
parties have access to it through their normal course of business or by
the means identified in the ADDRESSES section.

Costs of Compliance

    We estimate that this AD affects 14 airplanes of U.S. registry.
    We estimate the following costs to comply with this AD:

                                                 Estimated Costs
----------------------------------------------------------------------------------------------------------------
                                                                                Cost per      Cost on U.S.
                Action                         Labor cost           Parts cost        product        operators
----------------------------------------------------------------------------------------------------------------
Inspection and operational check......  3 work-hours x $85 per                $0            $255          $3,570
                                         hour = $255.
Reporting.............................  1 work-hour x $85 per                  0              85           1,190
                                         hour = $85.
----------------------------------------------------------------------------------------------------------------

    We estimate the following costs to do any necessary replacements
that will be required based on the results of the required inspection.
We have no way of determining the number of aircraft that might need
these replacements:

                                               On-Condition Costs
----------------------------------------------------------------------------------------------------------------
                                                                                Cost per
                    Action                                 Labor cost               Parts cost        product
----------------------------------------------------------------------------------------------------------------
Replacement...................................  5 work-hours x $85 per hour =            $38,448         $38,873
                                                 $425.
----------------------------------------------------------------------------------------------------------------

    We have received no definitive data that will enable us to provide
cost estimates for the on-condition corrective actions for the
operational check specified in this AD.

Paperwork Reduction Act

    A federal agency may not conduct or sponsor, and a person is not
required to respond to, nor shall a person be subject to penalty for
failure to comply with a collection of information subject to the
requirements of the Paperwork Reduction Act unless that collection of
information displays a current valid OMB control number. The control
number for the collection of information required by this AD is 2120-
0056. The paperwork cost associated with this AD has been detailed in
the Costs of Compliance section of this document and includes time for
reviewing instructions, as well as completing and reviewing the
collection of information. Therefore, all reporting associated with
this AD is mandatory. Comments concerning the accuracy of this burden
and suggestions for reducing the burden should be directed to the FAA
at 800 Independence Ave. SW., Washington, DC 20591, ATTN: Information
Collection Clearance Officer, AES-200.

Authority for This Rulemaking

    Title 49 of the United States Code specifies the FAA's authority to
issue rules on aviation safety. Subtitle I, section 106, describes the
authority of the FAA Administrator. ``Subtitle VII: Aviation
Programs,'' describes in more detail the scope of the Agency's
authority.
    We are issuing this rulemaking under the authority described in
``Subtitle VII, Part A, Subpart III, Section 44701: General
requirements.'' Under that section, Congress charges the FAA with
promoting safe flight of civil aircraft in air commerce by prescribing
regulations for practices, methods, and procedures the Administrator
finds necessary for safety in air commerce. This regulation is within
the scope of that authority because it addresses an unsafe condition
that is likely to exist or develop on products identified in this
rulemaking action.
    This AD is issued in accordance with authority delegated by the
Executive Director, Aircraft Certification Service, as authorized by
FAA Order 8000.51C. In accordance with that order, issuance of ADs is
normally a function of the Compliance and Airworthiness Division, but
during this transition period, the Executive Director has delegated the
authority to issue ADs applicable to transport category airplanes to
the Director of the System Oversight Division.

Regulatory Findings

    We determined that this AD will not have federalism implications
under Executive Order 13132. This AD will not have a substantial direct
effect on the States, on the relationship between the national
government and the States, or on the distribution of power and
responsibilities among the various levels of government.

    For the reasons discussed above, I certify that this AD:
    1. Is not a ``significant regulatory action'' under Executive Order
12866;
    2. Is not a ``significant rule'' under the DOT Regulatory Policies
and Procedures (44 FR 11034, February 26, 1979);
    3. Will not affect intrastate aviation in Alaska; and
    4. Will not have a significant economic impact, positive or
negative, on a substantial number of small entities under the criteria
of the Regulatory Flexibility Act.

List of Subjects in 14 CFR Part 39

    Air transportation, Aircraft, Aviation safety, Incorporation by
reference, Safety.

Adoption of the Amendment

    Accordingly, under the authority delegated to me by the
Administrator, the FAA amends 14 CFR part 39 as follows:

PART 39--AIRWORTHINESS DIRECTIVES

0
1. The authority citation for part 39 continues to read as follows:

    Authority:  49 U.S.C. 106(g), 40113, 44701.

Sec.  39.13   [Amended]

0
2. The FAA amends Sec.  39.13 by adding the following new airworthiness
directive (AD):

2017-19-25 Airbus Defense and Space S.A. (Formerly known as
Construcciones Aeronauticas, S.A.): Amendment 39-19055; Docket No.
FAA-2016-9386; Product Identifier 2016-NM-056-AD.

(a) Effective Date

    This AD is effective November 1, 2017.

(b) Affected ADs

    None.

(c) Applicability

    This AD applies to Airbus Defense and Space S.A. (formerly known
as Construcciones Aeronauticas, S.A.) Model CN-235, CN-235-100, CN-
235-200, and CN-235-300 airplanes; and Model C-295 airplanes;
certificated in any category, all manufacturer serial numbers.

(d) Subject

    Air Transport Association (ATA) of America Code 28, Fuel.

(e) Reason

    This AD was prompted by leakage of a motorized cross-feed fuel
valve, which was detected during accomplishment of a functional
check. We are issuing this AD to detect and correct leaks in a
motorized fuel valve, which could lead to failure of the fuel valve
and consequent improper fuel system functioning or, in case of the
presence of an ignition source, an airplane fire.

(f) Compliance

    Comply with this AD within the compliance times specified,
unless already done.

(g) Inspection of Motorized Fuel Valves

    Within the applicable compliance time defined in paragraph
(g)(1) or (g)(2) of this AD: Do an initial general visual inspection
of each motorized fuel valve having part number (P/N) 7923227F for
the presence of fuel on the electrical connectors and inside the
receptacles, in accordance with the instructions of Airbus Defense
and Space Alert Operators Transmission (AOT) AOT-CN235-28-0001,
Revision 1; or Airbus Defense and Space AOT AOT-C295-28-0001,
Revision 1, both dated September 27, 2016, as applicable. Repeat the
inspection thereafter at intervals not to exceed 300 flight hours.
    (1) For airplanes that, as of the effective date of this AD,
have accumulated 6,000 flight cycles or more since first flight of
the airplane: Do the inspection within 30 flight cycles or 30 days
after the effective date of this AD, whichever occurs first.
    (2) For airplanes that, as of the effective date of this AD,
have accumulated less than 6,000 flight cycles since first flight of
the airplane: Do the inspection within 300 flight hours or 30 days
after the effective date of this AD, whichever occurs later.

(h) Replacement of Affected Parts

    If, during any inspection required by paragraph (g) of this AD,
any leaking of a motorized fuel valve having P/N 7923227F is
detected: Before the next flight, replace the affected fuel valve
with a serviceable part, in accordance with the instructions of
Airbus Defense and Space AOT AOT-CN235-28-0001, Revision 1; or
Airbus Defense and Space AOT AOT-C295-28-0001, Revision 1, both
dated September 27, 2016, as applicable. A serviceable part is
defined as a part that is not defective; it could be a used or new
part. Replacement of a motorized fuel valve on an airplane does not
constitute terminating action for the repetitive inspections
required by paragraph (g) of this AD for that airplane.

(i) Operational Check

    Within 12 months after the effective date of this AD, and
thereafter at intervals not to exceed 12 months, accomplish an
operational check of each motorized fuel valve P/N 7923227F, in
accordance with the instructions of Airbus Defense and Space AOT
AOT-CN235-28-0001, Revision 1; or Airbus Defense and Space AOT AOT-
C295-28-0001, Revision 1, both dated September 27, 2016, as
applicable.

(j) Corrective Actions

    If, during any operational check, as required by paragraph (i)
of this AD, any discrepancy is detected, as described in Airbus
Defense and Space AOT AOT-CN235-28-0001, Revision 1; or Airbus
Defense and Space AOT AOT-C295-28-0001, Revision 1, both dated
September 27, 2016, as applicable: Before further flight, contact
the Manager, International Section, Transport Standards Branch, FAA;
or the European Aviation Safety Agency (EASA); or Airbus Defense and
Space S.A.'s EASA Design Organization Approval (DOA) to obtain
instructions for corrective actions, and within the compliance time
indicated in those instructions accomplish the corrective actions
accordingly.

(k) Parts Installation Limitation

    As of the effective date of this AD, replacement of a motorized
fuel valve having P/N 7923227F with a serviceable part on an
airplane is allowed, provided that, within 30 flight cycles or 30
days, whichever occurs first after installation, the part passes an
inspection done in accordance with the instructions of Airbus
Defense and Space AOT AOT-CN235-28-0001, Revision 1; or Airbus
Defense and Space AOT AOT-C295-28-0001, Revision 1, both dated
September 27, 2016, as applicable.

(l) Credit for Previous Actions

    This paragraph provides credit for actions required by
paragraphs (g) and (h) of this AD, if those actions were performed
before the effective date of this AD using Airbus Defense and Space
AOT AOT-CN235-28-0001; or Airbus Defense and Space AOT AOT-C295-28-
0001, both dated February 19, 2016, as applicable.

(m) Reporting Requirement

    At the applicable time specified in paragraph (m)(1) or (m)(2)
of this AD, report all inspection results to Airbus Defense and
Space Technical Assistance Center (AMTAC); telephone +34 91 600 79
99; email<EMAIL_ADDRESS>The report must include
the inspection results, a description of any discrepancies found,
operator name, the airplane model and serial number, valve part
number and serial number, and the number of landings and flight
hours on the airplane.
    (1) If the inspection was done on or after the effective date of
this AD: Submit the report within 60 days after the inspection.
    (2) If the inspection was done before the effective date of this
AD: Submit the report within 60 days after the effective date of
this AD.

(n) Other FAA AD Provisions

    The following provisions also apply to this AD:
    (1) Alternative Methods of Compliance (AMOCs): The Manager,
International Section, Transport Standards Branch, FAA, has the
authority to approve AMOCs for this AD, if requested using the
procedures found in 14 CFR 39.19. In accordance with 14 CFR 39.19,
send your request to your principal inspector or local Flight
Standards District Office, as appropriate. If sending information
directly to the International Section, send it to the attention of
the person identified in paragraph (o)(2) of this AD. Information
may be emailed to<EMAIL_ADDRESS>Before using any
approved AMOC, notify your appropriate principal inspector, or
lacking a principal inspector, the manager of the local flight
standards district office/certificate holding district office.
    (2) Contacting the Manufacturer: For any requirement in this AD
to obtain corrective

actions from a manufacturer, the action must be accomplished using a
method approved by the Manager, International Section, Transport
Standards Branch, FAA; or the EASA; or Airbus Defense and Space
S.A.'s EASA DOA. If approved by the DOA, the approval must include
the DOA-authorized signature.
    (3) Reporting Requirements: A federal agency may not conduct or
sponsor, and a person is not required to respond to, nor shall a
person be subject to a penalty for failure to comply with a
collection of information subject to the requirements of the
Paperwork Reduction Act unless that collection of information
displays a current valid OMB Control Number. The OMB Control Number
for this information collection is 2120-0056. Public reporting for
this collection of information is estimated to be approximately 5
minutes per response, including the time for reviewing instructions,
completing and reviewing the collection of information. All
responses to this collection of information are mandatory. Comments
concerning the accuracy of this burden and suggestions for reducing
the burden should be directed to the FAA at: 800 Independence Ave.
SW., Washington, DC 20591, Attn: Information Collection Clearance
Officer, AES-200.

(o) Related Information

    (1) Refer to Mandatory Continuing Airworthiness Information
(MCAI) EASA Airworthiness Directive 2017-0004, dated January 9,
2017, for related information. This MCAI may be found in the AD
docket on the Internet at http://www.regulations.gov by searching
for and locating Docket No. FAA-2016-9386.
    (2) For more information about this AD, contact Shahram
Daneshmandi, Aerospace Engineer, International Section, Transport
Standards Branch, FAA, 1601 Lind Avenue SW., Renton, WA 98057-3356;
telephone<PHONE_NUMBER>; fax<PHONE_NUMBER>.
    (3) Service information identified in this AD that is not
incorporated by reference is available at the addresses specified in
paragraphs (p)(3) and (p)(4) of this AD.

(p) Material Incorporated by Reference

    (1) The Director of the Federal Register approved the
incorporation by reference (IBR) of the service information listed
in this paragraph under 5 U.S.C. 552(a) and 1 CFR part 51.
    (2) You must use this service information as applicable to do
the actions required by this AD, unless this AD specifies otherwise.
    (i) Airbus Defense and Space Alert Operators Transmission, AOT-
C295-28-0001, Revision 1, dated September 27, 2016.
    (ii) Airbus Defense and Space Alert Operators Transmission AOT-
CN235-28-0001, Revision 1, dated September 27, 2016.
    (3) For service information identified in this AD, contact
Airbus Defense and Space Services/Engineering Support, Avenida de
Arag[oacute]n 404, 28022 Madrid, Spain; telephone +34 91 585 55 84;
fax +34 91 585 31 27; email<EMAIL_ADDRESS>
Internet http://www.eads.net.
    (4) You may view this service information at the FAA, Transport
Standards Branch, 1601 Lind Avenue SW., Renton, WA. For information
on the availability of this material at the FAA, call<PHONE_NUMBER>.
    (5) You may view this service information that is incorporated
by reference at the National Archives and Records Administration
(NARA). For information on the availability of this material at
NARA, call<PHONE_NUMBER>, or go to: http://www.archives.gov/federal-register/cfr/ibr-locations.html.

    Issued in Renton, Washington, on September 14, 2017.
Jeffrey E. Duven,
Director, System Oversight Division, Aircraft Certification Service.
[FR Doc. 2017-20112 Filed 9-26-17; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 78, Number 95 (Thursday, May 16, 2013)]
[Notices]
[Pages 28904-28906]
[FR Doc No: 2013-11605]

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

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 30512; 812-14089]

CPG Carlyle Private Equity Fund, LLC, et al.; Notice of
Application

May 9, 2013.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application under section 6(c) of the Investment
Company Act of 1940 (the ``Act'') for an exemption from sections 18(c)
and 18(i) of the Act and for an order pursuant to section 17(d) of the
Act and rule 17d-1 under the Act.

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

    Summary of Application: Applicants request an order to permit
certain registered closed-end management investment companies to issue
multiple classes of units of beneficial interest (``Units'') with
varying sales loads and to impose asset-based service and/or
distribution fees and contingent deferred sales loads (``CDSCs'').
    Applicants: CPG Carlyle Private Equity Fund, LLC (the ``Feeder
Fund''), CPG Carlyle Private Equity Master Fund, LLC (the ``Master
Fund''), and Central Park Advisers, LLC (the ``Adviser'').
    Filing Dates: The application was filed on October 30, 2012, and
amended on March 26, 2013 and May 8, 2013.
    Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicants with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on June 3, 2013, and should be accompanied by proof of
service on the applicants, in the form of an affidavit, or, for
lawyers, a certificate of service. Hearing requests should state the
nature of the writer's interest, the reason for the request, and the
issues contested. Persons who wish to be notified of a hearing may
request notification by writing to the Commission's Secretary.

ADDRESSES: Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange
Commission, 100 F Street NE., Washington, DC 20549-1090; Applicants, c/
o Gary L. Granik, Esq., Stroock & Stroock & Lavan LLP, 180 Maiden Lane,
New York, New York 10038.

FOR FURTHER INFORMATION CONTACT: Jean E. Minarick, Senior Counsel,
(202) 551-6811 or Daniele Marchesani, Branch Chief, at<PHONE_NUMBER>,
(Division of Investment Management, Office of Investment Company
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or an applicant
using the Company name box, at http://www.sec.gov/search/search.htm or
by calling<PHONE_NUMBER>.

Applicants' Representations

    1. The Feeder Fund and the Master Fund are continuously offered
non-diversified closed-end management investment companies registered
under the Act and organized as Delaware limited liability companies.
The Feeder Fund operates as a feeder fund in a master-feeder structure
and intends to invest substantially all of its assets in the Master
Fund. The Master Fund invests primarily in ``alternative'' investment
funds with an emphasis on private equity funds (e.g., buyout, growth,
and mezzanine).
    2. The Adviser, a Delaware limited liability company and wholly-
owned subsidiary of Central Park Group, LLC, is registered as an
investment adviser under the Investment Advisers Act of 1940 and serves
as investment adviser to the Feeder Fund and the Master Fund.
    3. The Feeder Fund continuously offers its Units \1\ in private
placements in reliance on the provisions of Regulation D under the
Securities Act of 1933. Units of the Feeder Fund are not listed on any
securities exchange and do not trade on an over-the-counter system.
Applicants do not expect that any secondary market will develop for the
Units.
---------------------------------------------------------------------------

    \1\ ``Units'' includes any other equivalent designation of a
proportionate ownership interest of the Feeder Fund (or any other
registered closed-end management investment company relying on the
requested order).
---------------------------------------------------------------------------

    4. The Feeder Fund currently offers a single class of Units (the
``Class A Units'') at net asset value per Unit subject to a sales load
and annual asset-based distribution fee. The Feeder Fund proposes to
offer an additional Unit class (the ``Class I Units'') at net asset
value that may (but would not necessarily) be subject to a front-end
sales load and an annual asset-based service and/or distribution fee.
Both classes would be subject to minimum purchase requirements.
    5. In order to provide a limited degree of liquidity to
unitholders, the Feeder Fund may from time to time offer to repurchase
Units at their then current net asset value in accordance with rule
13e-4 under the Securities Exchange Act of 1934 (``1934 Act'') pursuant
to written tenders by unitholders.\2\ Repurchases will be made at such
times, in such amounts and on such terms as may be determined by the
Feeder Fund's board of trustees (``Board''), in its sole discretion.\3\
The Adviser

anticipates to recommend that the Board authorize the Feeder Fund to
offer to repurchase Units from unitholders quarterly.
---------------------------------------------------------------------------

    \2\ Likewise, the Master Fund's repurchase offers will be
conducted pursuant to rule 13e-4 under the 1934 Act.
    \3\ Units are subject to an early withdrawal fee at a rate of
2.00% of the aggregate net asset value of the investors' Units
repurchased by the Feeder Fund (the ``Early Withdrawal Fee'') with
respect to any repurchase of Units from an investor at any time
prior to the day immediately preceding the one-year anniversary of
the investor's purchase of the Units. The Early Withdrawal Fee will
equally apply to all investors of the Feeder Fund, regardless of
class, consistent with section 18 of the Act and rule 18f-3 under
the Act. To the extent the Feeder Fund determines to waive, impose
scheduled variations of, or eliminate the Early Withdrawal Fee, it
will comply with the requirements of rule 22d-1 under the Act as if
it were a CDSC and such waiver, scheduled variation or elimination
will apply uniformly to all unitholders of the Feeder Fund.
---------------------------------------------------------------------------

    6. Applicants request that the order also apply to any other
continuously offered registered closed-end management investment
company existing now or in the future for which the Adviser, or any
entity controlling, controlled by, or under common control with the
Adviser acts as investment adviser, and which provides periodic
liquidity with respect to its Units through tender offers conducted in
compliance with rule 13e-4 under the 1934 Act.\4\
---------------------------------------------------------------------------

    \4\ The Feeder Fund and any other entity relying on the
requested relief will do so in a manner consistent with the terms
and conditions of the application.
---------------------------------------------------------------------------

    7. Applicants represent that any asset-based service and/or
distribution fees will comply with the provisions of rule 2830(d) of
the Conduct Rules of the National Association of Securities Dealers,
Inc. (``NASD Conduct Rule 2830'') as if that rule applied to the Feeder
Fund.\5\ Applicants also represent that the Feeder Fund will disclose
in its Confidential Memorandum, the fees, expenses and other
characteristics of each class of Units offered for sale by the
Confidential Memorandum, as is required for open-end, multiple class
funds under Form N-1A. As is required for open-end funds, the Feeder
Fund will disclose its expenses in unitholder reports, and disclose any
arrangements that result in breakpoints in or elimination of sales
loads in its Confidential Memorandum.\6\ The Feeder Fund will also
comply, and will contractually require its placement agency to comply,
with any requirements that may be adopted by the Commission or FINRA
regarding disclosure at the point of sale and in transaction
confirmations about the costs and conflicts of interest arising out of
the distribution of open-end investment company shares, and regarding
Confidential Memorandum disclosure of sales loads and revenue sharing
arrangements as if those requirements applied to the Feeder Fund.\7\
---------------------------------------------------------------------------

    \5\ All references to NASD Conduct Rule 2830 include any
successor or replacement rule that may be adopted by the Financial
Industry Regulatory Authority (``FINRA''). Any Fund or Adviser
presently intending to rely on the order requested in this
application is listed as an applicant.
    \6\ See Shareholder Reports and Quarterly Portfolio Disclosure
of Registered Management Investment Companies, Investment Company
Act Release No. 26372 (Feb. 27, 2004) (adopting release) (requiring
open-end investment companies to disclose fund expenses in
shareholder reports); and Disclosure of Breakpoint Discounts by
Mutual Funds, Investment Company Act Release No. 26464 (June 7,
2004) (adopting release) (requiring open-end investment companies to
provide prospectus disclosure of certain sales load information).
    \7\ See, e.g., Confirmation Requirements and Point of Sale
Disclosure Requirements for Transactions in Certain Mutual Funds and
Other Securities, and Other Confirmation Requirement Amendments, and
Amendments to the Registration Form for Mutual Funds, Investment
Company Act Release No. 26341 (Jan. 29, 2004) (proposing release).
---------------------------------------------------------------------------

    8. The Feeder Fund will allocate all expenses incurred by it among
the various classes of Units based on the net assets of the Feeder Fund
attributable to each class, except that the net asset value and
expenses of each class will reflect distribution fees, service fees,
and any other incremental expenses of that class. Expenses of a Feeder
Fund allocated to a particular class of Units will be borne on a pro
rata basis by each outstanding Unit of that class. Applicants state
that the Feeder Fund will comply with the provisions of rule 18f-3
under the Act as if it were an open-end investment company.
    9. In the event the Feeder Fund imposes a CDSC, the applicants will
comply with the provisions of rule 6c-10 under the Act, as if that rule
applied to closed-end management investment companies. With respect to
any waiver of, scheduled variation in, or elimination of the CDSC, the
Feeder Fund will comply with rule 22d-1 under the Act as if the Feeder
Fund were an open-end investment company.

Applicants' Legal Analysis

Multiple Classes of Units

    1. Section 18(c) of the Act provides, in relevant part, that a
closed-end investment company may not issue or sell any senior security
if, immediately thereafter, the company has outstanding more than one
class of senior security. Applicants state that the creation of
multiple classes of Units of the Feeder Fund may be prohibited by
section 18(c). Section 18(i) of the Act provides that each share of
stock issued by a registered management investment company will be a
voting stock and have equal voting rights with every other outstanding
voting stock. Applicants state that permitting multiple classes of
Units of the Feeder Fund may violate section 18(i) of the Act because
each class would be entitled to exclusive voting rights with respect to
matters solely related to that class.
    2. Section 6(c) of the Act provides that the Commission may exempt
any person, security or transaction or any class or classes of persons,
securities or transactions from any provision of the Act, or from any
rule under the Act, if and to the extent such exemption is necessary or
appropriate in the public interest and consistent with the protection
of investors and the purposes fairly intended by the policy and
provisions of the Act. Applicants request an exemption under section
6(c) from sections 18(c) and 18(i) to permit the Feeder Fund to issue
multiple classes of Units.\8\
---------------------------------------------------------------------------

    \8\ The Master Fund will not issue multiple classes of its units
and is an applicant because of the master-feeder structure.
---------------------------------------------------------------------------

    3. Applicants submit that the proposed allocation of expenses and
voting rights among multiple classes is equitable and will not
discriminate against any group or class of unitholders. Applicants
submit that the proposed arrangements would permit the Feeder Fund to
facilitate the distribution of its Units and provide investors with a
broader choice of unitholder options. Applicants assert that the
proposed closed-end investment company multiple class structure does
not raise the concerns underlying section 18 of the Act to any greater
degree than open-end investment companies' multiple class structures
that are permitted by rule 18f-3 under the Act. Applicants state that
the Feeder Fund will comply with the provisions of rule 18f-3 as if it
were an open-end investment company.

CDSCs

    4. Applicants believe that the requested relief meets the standards
of section 6(c) of the Act. Rule 6c-10 under the Act permits open-end
investment companies to impose CDSCs, subject to certain conditions.
Applicants state that any CDSC imposed by the Feeder Fund will comply
with rule 6c-10 under the Act as if the rule were applicable to closed-
end investment companies. The Feeder Fund also will disclose CDSCs in
accordance with the requirements of Form N-1A concerning CDSCs as if
the Feeder Fund were an open-end investment company. Applicants further
state that the Feeder Fund will apply the CDSC (and any waivers or
scheduled variations of the CDSC) uniformly to all unitholders in a
given class and consistently with the requirements of rule 22d-1 under
the Act.

Asset-Based Service and/or Distribution Fees

    5. Section 17(d) of the Act and rule 17d-1 under the Act prohibit
an

affiliated person of a registered investment company or an affiliated
person of such person, acting as principal, from participating in or
effecting any transaction in connection with any joint enterprise or
joint arrangement in which the investment company participates unless
the Commission issues an order permitting the transaction. In reviewing
applications submitted under section 17(d) and rule 17d-1, the
Commission considers whether the participation of the investment
company in a joint enterprise or joint arrangement is consistent with
the provisions, policies and purposes of the Act, and the extent to
which the participation is on a basis different from or less
advantageous than that of other participants.
    6. Rule 17d-3 under the Act provides an exemption from section
17(d) and rule 17d-1 to permit open-end investment companies to enter
into distribution arrangements pursuant to rule 12b-1 under the Act.
Applicants request an order under section 17(d) and rule 17d-1 under
the Act to permit the Feeder Fund to impose asset-based service and/or
distribution fees. Applicants have agreed to comply with rules 12b-1
and 17d-3 as if those rules applied to closed-end investment companies.

Applicants' Condition

    Applicants agree that any order granting the requested relief will
be subject to the following condition:
    Applicants will comply with the provisions of rules 6c-10, 12b-1,
17d-3, 18f-3 and 22d-1 under the Act, as amended from time to time or
replaced, as if those rules applied to closed-end management investment
companies, and will comply with NASD Conduct Rule 2830, as amended from
time to time, as if that rule applied to all closed-end management
investment companies.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-11605 Filed 5-15-13; 8:45 am]
BILLING CODE 8011-01-P