[Federal Register Volume 84, Number 175 (Tuesday, September 10, 2019)]
[Rules and Regulations]
[Pages 47416-47420]
[FR Doc No: 2019-18355]

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 241

[Release No. 34-86721]

Commission Interpretation and Guidance Regarding the
Applicability of the Proxy Rules to Proxy Voting Advice

AGENCY: Securities and Exchange Commission.

ACTION: Guidance and interpretation.

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SUMMARY: The Securities and Exchange Commission (the ``SEC'' or the
``Commission'') is providing an interpretation and related guidance
regarding the applicability of certain rules, which the Commission has
promulgated under Section 14 of the Securities Exchange Act of 1934
(the ``Exchange Act'' and such rules the ``federal proxy rules''), to
proxy voting advice.

DATES: Effective: September 10, 2019.

FOR FURTHER INFORMATION CONTACT: Adam F. Turk, Special Counsel, at
(202) 551-3500, Office of Chief Counsel, Division of Corporation
Finance, Securities and Exchange Commission, 100 F Street NE,
Washington, DC 20549.

SUPPLEMENTARY INFORMATION: The Commission is providing an
interpretation and related guidance regarding the applicability of 17
CFR 240.14-1 and 240.14a-9 [Rules 14a-1 and 14a-9] under the Exchange
Act [15 U.S.C. 78a et seq.] to proxy voting advice.\1\
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    \1\ Unless otherwise noted, when we refer to the Exchange Act,
or any paragraph of the Exchange Act, we are referring to 15 U.S.C.
78a, at which the Exchange Act is codified, and when we refer to
rules under the Exchange Act, or any paragraph of these rules, we
are referring to Title 17, part 240 of the Code of Federal
Regulations [17 CFR part 240], in which these rules are published.
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Table of Contents

I. Introduction
II. Interpretation and Guidance Regarding Applicability of Certain
Federal Proxy Rules to Proxy Voting Advice
III. Other Matters

I. Introduction

    As the use of proxy advisory firms by investment advisers and other
institutional investors has become more widespread and the services
offered by proxy advisory firms have broadened, we and our staff have
examined how proxy voting advice provided by proxy advisory firms may
be solicitations under the federal proxy rules.\2\ In addition, we and
our staff have engaged with the public through various forums and
statements on a variety of issues related to the proxy voting process,
including those discussed below. For example, in 2010, the Commission
issued a concept release that sought public comment about, among other
things, the role and legal status of proxy advisory firms within the
U.S. proxy system.\3\ In 2013, the staff held a roundtable on the use
of proxy advisory firm services by institutional investors and
investment advisers.\4\ In 2014, the staff of the Divisions of
Investment Management and Corporation Finance issued a Staff Legal
Bulletin (``SLB 20'') to provide guidance about the availability and
requirements of two exemptions to the federal proxy rules that are
often relied upon by proxy advisory firms.\5\ Most recently, the staff
hosted a roundtable on the proxy process in November 2018 (the ``2018
Roundtable'') that included a panel on the role of proxy advisory firms
and their use by investment advisers.\6\ In connection with the 2018
Roundtable, the public was invited to provide input on questions that
arise regarding the use of proxy advisory firms and their
activities.\7\ We have carefully considered the feedback received on
these topics, and with the benefit of this extensive body of
information, historical experience, and engagement, the Commission is
today providing an interpretation and related guidance regarding the
applicability of the federal proxy rules to proxy voting advice
provided by proxy advisory firms.
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    \2\ The Commission today is also publishing guidance regarding
the proxy voting responsibilities of investment advisers under Rule
206(4)-6 under the Investment Advisers Act of 1940, Form N-1A, Form
N-2, Form N-3, and Form N-CSR under the Investment Company Act of
1940. See Commission Guidance Regarding Proxy Voting
Responsibilities of Investment Advisers, Release No. IA-5325 (August
21, 2019) [ FR ] (``Investment Adviser Proxy Voting Guidance'').
    \3\ Concept Release on the U.S. Proxy System, Release No. 34-
62495 (July 14, 2010) [75 FR 42982 (July 22, 2010)] (``Concept
Release''). The comment letters received in response to the Concept
Release are available at https://www.sec.gov/comments/s7-14-10/s71410.shtml.
    \4\ See SEC Announces Agenda, Panelists for Roundtable on Proxy
Advisory Services, available at https://www.sec.gov/news/press-release/2013-253. The letters received in response to the
announcement are available at https://www.sec.gov/comments/4-670/4-670.shtml.
    \5\ SEC Staff Legal Bulletin No. 20, Proxy Voting: Proxy Voting
Responsibilities of Investment Advisers and Availability of
Exemptions from the Proxy Rules for Proxy Advisory Firms (June 30,
2014). SLB 20 represents the views of the staff of the Divisions of
Investment Management and Corporation Finance. It is not a rule,
regulation, or statement of the Commission. Furthermore, the
Commission has neither approved nor disapproved its content. SLB 20,
like all staff guidance, has no legal force or effect: it does not
alter or amend applicable law, and it creates no new or additional
obligations for any person.
    \6\ See Chairman Jay Clayton, Statement Announcing SEC Staff
Roundtable on the Proxy Process, available at https://www.sec.gov/news/public-statement/statement-announcing-sec-staff-roundtable-proxy-process.
    \7\ See Comments on Statement Announcing SEC Staff Roundtable on
the Proxy Process; File No. 4-725, available at https://www.sec.gov/comments/4-725/4-725.htm.
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    Specifically, in Section II below, we provide an interpretation and
related guidance on whether proxy voting advice constitutes a
``solicitation'' under the federal proxy rules, and the application of
Rule 14a-9 under the Exchange Act to proxy voting advice. The
interpretation and related guidance discussed below are part of the
Commission's review of the overall proxy process. As part of this
effort, the staff is also considering recommending that the Commission
propose rule amendments to address proxy advisory firms' reliance on
the proxy solicitation exemptions in Exchange Act Rule 14a-2(b).\8\
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    \8\ 17 CFR 240.14a-2(b).
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* * * * *

II. Interpretation and Guidance Regarding Applicability of Certain
Federal Proxy Rules to Proxy Voting Advice

    Question 1: Does proxy voting advice provided by a proxy advisory
firm constitute a solicitation under the federal proxy rules?
    Response: Generally, yes. Exchange Act Section 14(a) \9\ applies to
any solicitation for a proxy with respect to any security registered
under Exchange Act Section 12 and authorizes the Commission to
establish rules and regulations governing such solicitations as
necessary or appropriate in the public interest or for the protection
of investors.\10\ The Commission defined the term ``solicitation'' in
Rule 14a-1(l) under the Exchange Act.\11\ The Commission's definition
is broad and includes, among other things, a ``communication to
security holders under circumstances reasonably calculated to result in
the procurement, withholding or revocation of a proxy.'' \12\
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    \9\ 15 U.S.C. 78n(a). Section 14(a) makes it ``unlawful for any
person . . . in contravention of such rules and regulations as the
Commission may prescribe as necessary or appropriate in the public
interest or for the protection of investors, to solicit or to permit
the use of his name to solicit any proxy or consent or authorization
in respect of any security . . . registered pursuant to section [12]
of [the Act].''
    \10\ Foreign private issuers, however, are exempt from the
requirements of Section 14(a). 17 CFR.240.3a12-3(b). In addition,
registrants only reporting pursuant to Exchange Act Section 15(d)
are not subject to the federal proxy rules.
    \11\ 17 CFR 240.14a-1(l).
    \12\ 17 CFR 240.14a-1(l)(iii). We note that, over the years, the
Commission has broadened the definition of ``solicitation'' in the
context of what was needed or appropriate in the public interest or
for the protection of investors, consistent with the purposes of the
Exchange Act. See, e.g., Amended Proxy Rules, Release No. 1823 (Aug.
11, 1938) [3 FR 1991 (Aug. 13, 1938)]; Amendment of Regulation X-14,
Release No. 2376 (Jan. 12, 1940) [5 FR 174 (Jan. 12, 1940)] (making
clear in each case that any communication by a person soliciting
proxy authority, not just the communication delivered with the form
of proxy, is a solicitation); Solicitation of Proxies Under the Act,
Release No. 3347 (Dec. 18, 1942) [7 FR 10655 (Dec. 22, 1942)]
(amending the definition of ``solicitation'' of a proxy to include
``any request to revoke a proxy or not to execute a proxy'');
Adoption of Amendments to Proxy Rules, Release No. 34-5276 (Jan. 17,
1956) [21 FR 577 (Jan. 26, 1956)] (``Amendments to Proxy Rules
Release'') (defining a ``solicitation'' to include a ``communication
to security holders under circumstances reasonably calculated to
result in the procurement, withholding or revocation of a proxy'').
The Commission has noted that this definition potentially applies
to, among other things, communications by those who may not be
seeking proxy authority for themselves or who may be indifferent to
the outcome of a vote. See Regulation of Communications Among
Shareholders, Release No. 34-31326 (Oct. 16, 1992) [57 FR 48276
(Oct. 22, 1992)] (``Regulation of Communications Release''). In
addressing communications by those who may not be seeking proxy
authority for themselves or who may be indifferent to the outcome of
a vote, the Commission did not narrow the definition of solicitation
to exclude these communications, but instead enacted rules to exempt
them from the information and filing requirements of the federal
proxy rules while preserving the application of the proxy anti-fraud
provision, Rule 14a-9. See, e.g., Shareholder Communications,
Shareholder Participation in the Corporate Electoral Process and
Corporate Governance Generally, Release No. 34-16356 (Nov. 21, 1979)
[44 FR 68764 (Nov. 29, 1979)] (``Shareholder Participation Adopting
Release'')(exempting the furnishing of proxy voting advice by any
advisor to any other person with whom the advisor has a business
relationship); Regulation of Communications Release (exempting
communications among shareholders who are not seeking proxy
authority and do not have a substantial interest in the matter
subject to a vote).
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    Consistent with the Commission's broad definition of solicitation
and the case law construing that term,\13\ the Commission has
previously stated that the federal proxy rules apply to any person
seeking to influence the voting of proxies by shareholders, regardless
of whether the person itself is seeking authorization to act as a
proxy.\14\ As a result, a person may be engaged in a solicitation in
cases where that person is not seeking the procurement, withholding, or
revocation of a proxy for itself. In addition, the Commission has
indicated that this analysis applies even where the person seeking to
influence the vote may be indifferent to its ultimate outcome.\15\
Consistent with these statements, the Commission has observed that the
breadth of the definition of ``solicitation'' may result in proxy
advisory firms being subject to the proxy rules because they provide
recommendations that are reasonably calculated to result in the
procurement, withholding, or revocation of a proxy.\16\ In expressing
this view, the Commission stated that, as a general matter, the
furnishing of proxy voting advice constitutes a ``solicitation'' within
the meaning of Exchange Act Rule 14a-1.\17\
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    \13\ In considering what constitutes a ``solicitation,'' courts
have similarly taken a broad, but flexible, view. See, e.g., Union
Pacific Railroad Co. v. Chicago and North Western Railroad Co., 226
F. Supp. 400, 408 (N. D. Ill. 1964) (holding that a report provided
by a broker-dealer to shareholders of the target company in a
contested merger constituted a solicitation because it advised the
shareholders that one bidder's offer was ``far more attractive''
than the other and therefore was a communication reasonably
calculated to affect the shareholders' voting decisions). See also
SEC v. Okin, 132 F.2d 784 (2d Cir. 1943) (holding that the defendant
shareholder who sent a letter to fellow shareholders in connection
with an annual meeting asking them not to sign any proxies for the
company was engaged in a solicitation); Sargent v. Genesco, Inc.,
492 F.2d 750 (5th Cir. 1974) (holding that a management letter
explaining the corporation's recent financial difficulties and
endorsing the terms of a refinancing plan was a solicitation because
its purpose was to forestall the shareholders from blocking that
plan, notwithstanding that the letter did not expressly call for any
shareholder action); Reserve Life Ins. Co. v. Provident Life
Insurance Co., 499 F.2d 715 (8th Cir. 1974) (holding that letters
sent to voting trust certificate holders to extend the term of a
voting trust were solicitations of proxies).
    \14\ See Amendments to Proxy Rules Release (in amending the
definition of a ``solicitation'' to include any communications to
security holders under circumstances reasonably calculated to result
in the procurement, withholding, or revocation of a proxy, the
Commission explained that this definition may include any statements
``made for the purpose of inducing security holders to give, revoke,
or withhold a proxy . . . by any person who has solicited or intends
to solicit proxies, whether or not such statements are accompanied
by an express request to give, revoke, or withhold a proxy. . .'');
Electronic Shareholder Forums, Release No. 34-57172 (Jan. 18, 2008)
[73 FR 4450 (Jan. 25, 2008)]. See also, Long Island Lighting Co. v.
Barbash, 779 F.2d 793 (2d Cir. 1985) (finding newspaper and radio
advertisements that encouraged citizens to advocate for a state-run
utility company to be solicitations made in connection with an
upcoming director election because such advertisements could have
indirectly resulted in the furnishing, revocation, or withholding of
proxies) and Brief of the Securities and Exchange Commission, Amicus
Curiae, at p. 7, filed therein (``SEC LILCO Brief'') (``Accordingly,
the proxy rules apply not only to direct requests to furnish, revoke
or withhold proxies, but also to communications which may indirectly
accomplish such a result or constitute a step in a chain of
communications designed ultimately to accomplish such a result.'').
    \15\ See id.
    \16\ See Concept Release, 75 FR 43009.
    \17\ See id. See also Broker-Dealer Participation in Proxy
Solicitations, Release No. 7208 (Jan. 7, 1964) [29 FR 341 (Jan. 15,
1964)] (``Broker-Dealer Release''). For a discussion of whether
proxy voting advice should be viewed as ``unsolicited'' proxy
advice, see infra text accompanying notes 26-27.
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    Whether a particular communication is a solicitation often turns on
``the purpose for which the communication was published--i.e., whether
the purpose was to influence the shareholders' decisions,'' as
evidenced by the substance of the communication and the circumstances
under which it was transmitted.\18\ With respect to the substance of
the communications, the proxy voting advice provided by proxy advisory
firms to their clients generally describes the specific proposals that
will be presented at the registrant's upcoming meeting and presents a
``vote recommendation'' for each proposal that indicates how the client
should vote.\19\

These firms often also present their vote recommendations through
online platforms established by the firms to facilitate their clients'
proxy voting activities. With respect to the circumstances under which
this voting advice is provided, proxy advisory firms market their
expertise in researching and analyzing matters submitted to a
shareholder vote for the purpose of assisting their clients in making
voting decisions at shareholder meetings.\20\ Many investment advisers
retain and pay a fee to proxy advisory firms to provide detailed
analyses of various issues, including advice regarding how the
investment adviser should vote on the proposals at the registrant's
upcoming meeting.\21\ In many cases, as discussed below, the proxy
advisory firms make recommendations for a particular investment adviser
based on the advisory firms' application of the investment adviser's
voting criteria.\22\
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    \18\ See SEC LILCO Brief (describing the factors that should be
considered in determining whether an advertisement published in a
major newspaper was reasonably calculated to result in the
procurement, withholding, or revocation of a proxy and therefore a
solicitation).
    \19\ Examples include:
     one proxy advisory firm's report for a contested
election of directors included a detailed evaluation of the
candidates presented by the dissident shareholders and management,
concluded that management's candidate ``appear[ed] to have more
relevant experience than the dissident nominee as a public company
director'' and recommended that ``[t]herefore a vote FOR the nominee
[] on the management (Blue) card is warranted'';
     another proxy advisory report analyzed the registrant's
executive compensation practices and presented a recommendation to
vote ``AGAINST [the registrant's advisory vote to ratify named
executive officers' compensation]'' for various reasons; and
     one proxy advisory firm evaluated a proposal submitted
by a dissident shareholder group to repeal certain board-adopted
bylaw amendments and recommended that a ``vote AGAINST this
shareholder proposal is warranted as there appears to be no merit to
the dissident campaign.''
    \20\ For example, one proxy advisor, Institutional Shareholder
Services Inc. (``ISS''), promotes itself as ``a recognized industry
leader in the field of corporate governance and proxy voting'' and
explains to investment advisers that they should consider ISS'
``proven capacity and competence in analyzing proxy issues.'' See
ISS, Due Diligence Compliance Package (November 2017), available at
https://www.issgovernance.com/file/duediligence/Due-Diligence-Package-November-2017.pdf (last accessed August 13, 2019).
    Another proxy advisor, Glass, Lewis & Co., LLC (``Glass
Lewis''), describes its business as ``a leading, independent
governance services firm that provides proxy research and vote
management services to more than 1,300 clients throughout the
world'' and states that ``[w]hile institutional investor clients use
Glass Lewis research primarily to help them make proxy voting
decisions, they also use Glass Lewis research when engaging with
companies before and after shareholder meetings.'' See Best Practice
Principles for Providers of Shareholder Voting Research & Analysis,
Glass Lewis Statement of Compliance for the Period of 1 January 2018
through 31 December 2018, available at http://www.glasslewis.com/wp-content/uploads/2019/02/GL-Compliance-Statement-2019.pdf (last
accessed August 13, 2019).
    \21\ As of 2019, ISS reported that it had approximately 2,000
institutional clients. See https://www.issgovernance.com/about/about-iss/ (last accessed August 13, 2019). Glass Lewis reported
that, as of 2019, it had ``1,300+ clients, including the majority of
the world's largest pension plans, mutual funds, and asset managers,
who collectively manage more than $35 trillion in assets.'' See
https://www.glasslewis.com/company-overview/ (last accessed August
13, 2019).
    \22\ See Letter from ISS, dated Nov. 7, 2018 (``ISS Letter'')
(``[a]s of January 1, 2018, approximately 85% of ISS' top 100
clients used a custom proxy voting policy.''), available at https://www.sec.gov/comments/4-725/4-725.htm; and Letter from Glass Lewis,
dated Nov. 14, 2018 (``[a]s mentioned above, the supermajority of
Glass Lewis clients . . . vote according to a custom policy or via a
custom process, in what is becoming the standard practice among
institutional investors.''), available at https://www.sec.gov/comments/4-725/4-725.htm.
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    As a fiduciary, an investment adviser owes each of its clients a
duty of care and loyalty with respect to services undertaken on the
client's behalf, including voting.\23\ Proxy advisory firms provide
their voting recommendations to their investment adviser clients with
the expectation that those recommendations will be used by their
investment adviser clients to assist in fulfilling their fiduciary
duties when making their voting decisions. The fact that proxy advisory
firms typically provide their recommendations shortly before a
shareholder meeting further enhances the likelihood that the
recommendations are designed to and will influence the final stages of
the investment advisers' decision-making process on voting
determinations.\24\ Therefore, it is our view that such voting advice
provided by a firm marketing its expertise in researching and analyzing
proxy issues for purposes of helping its clients make proxy voting
determinations (i.e., not merely performing administrative or
ministerial services) should be considered a solicitation subject to
the federal proxy rules because it is ``a communication to security
holders under circumstances reasonably calculated to result in the
procurement, withholding or revocation of a proxy.'' We believe this
interpretation is consistent with the Commission's long-held view that
an advisor who approaches a customer with proxy voting advice is
engaging in a solicitation subject to the federal proxy rules.\25\
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    \23\ See Investment Adviser Proxy Voting Guidance.
    \24\ See Letter from Center on Executive Compensation (Nov. 12,
2018) (``. . . proxy reports are released within a short window
before the issuer's annual meeting. The data within the reports is
subsequently relied upon by institutional investors in fulfilling
their fiduciary duties to vote proxies in the best interest of their
shareholders.'').
    See also, Frank M. Placenti, Are Proxy Advisors Really A
Problem?, American Council for Capital Formation (October 2018) (in
the 2016 and 2017 proxy seasons, 15.3% and 19.3%, respectively, of
shareholders' votes were cast within three days after one proxy
advisory firm issued its recommendations), available at http://accf.org/wp-content/uploads/2018/10/ACCF_ProxyProblemReport.pdf;
Smallwood v. Pearl Brewing Co., 489 F.2d 579, 600 (5th Cir. 1974)
(stating that in determining whether a communication is a
solicitation, ``[i]t is important also to know whether, when the
questionable statement is made, proxies have been requested or the
time for soliciting proxies is near. In general, the further removed
the statement is from an act of shareholder suffrage, the less
likely it is that the statement will leave its imprint upon that
shareholder action.'').
    \25\ See Broker-Dealer Release. While the Commission recognized
that proxy voting advice could be beneficial to shareholders, it
nevertheless did not change its view that such advice would likely
fall within the definition of a solicitation and instead chose to
exempt such solicitations from the information and filing
requirements of the proxy rules. See, generally, Shareholder
Participation Adopting Release, enacting what is now Exchange Act
Rule 14a-2(b)(3) [17 CFR 240.14a-2(b)(3)] to exempt the furnishing
of proxy voting advice by any advisor to any other person with whom
the advisor has a business relationship from the informational and
filing requirements of the federal proxy rules, provided the
conditions of the rule are met. Rule 14a-2(b)(3) requires that:
    (i) the advisor renders financial advice in the ordinary course
of his business;
    (ii) the advisor discloses to the recipient of the advice any
significant relationship with the registrant or any of its
affiliates, or a security holder proponent of the matter on which
advice is given, as well as any material interests of the advisor in
such matter;
    (iii) the advisor receives no special commission or remuneration
for furnishing the proxy voting advice from any person other than a
recipient of the advice and other persons who receive similar advice
under this subsection; and
    (iv) the proxy voting advice is not furnished on behalf of any
person soliciting proxies or on behalf of a participant in an
election subject to the provisions of Exchange Act Rule 14a-12(c).)
[17 CFR 240.14a-12(c)].
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    Even if the proxy advisory firm is providing recommendations based
on its application of the client's own tailored voting guidelines
(i.e., not merely performing administrative or ministerial services),
and recognizing that facts and circumstances may vary, it is our view
that such analysis and advice regarding a voting determination
generally should be considered a solicitation. The communication
generally is in the form of a voting recommendation based on the firm's
analysis of the proxy materials and whether a particular matter is
consistent with, not consistent with, or not covered by client voting
criteria; it is typically transmitted to the client shortly before the
meeting to aid the client's voting determination; and it may be a
factor in the client's voting determination. Also, as noted above,
proxy advisory firms market their services based on their expertise in
researching and analyzing proxy issues for purposes of helping their
clients make proxy voting determinations. As a result, even when based
on the client's own voting guidelines, we believe the communication, if
it reflects more than administrative or ministerial work, should be
viewed as part of a commercial service that is designed to influence
the client's voting decision. We believe this to be the case even in
circumstances where the client may not follow this advice.
    For similar reasons, we disagree with the view that the proxy
voting advice provided by proxy advisory firms falls outside the
definition of a solicitation because it should not be viewed as

``unsolicited'' voting advice.\26\ We view these services provided by
proxy advisory firms as distinct from advice prompted by unsolicited
inquiries from clients to their financial advisors or brokers on how
they should vote their proxies, which remains outside the definition of
a solicitation.\27\ Rather than merely responding to client inquiries,
the communication is invited by the proxy advisory firms themselves
through the marketing of their expertise in researching and analyzing
proxy issues for purposes of helping clients make proxy voting
determinations.
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    \26\ See ISS Letter (distinguishing between unsolicited and
solicited proxy advice and requesting that the Commission confirm
that while unsolicited proxy advice is a solicitation, a registered
investment adviser who is contractually obligated to furnish vote
recommendations based on client-selected guidelines does not provide
``unsolicited'' proxy voting advice, and therefore does not engage
in a solicitation).
    \27\ See Broker-Dealer Release (setting forth the opinion of the
SEC's General Counsel that a broker is not engaging in a
``solicitation'' if it is merely responding to his customer's
request for advice and ``not actively initiating the
communication'').
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    Notwithstanding the foregoing, we note that persons engaged in a
solicitation in the form of proxy voting advice, including proxy
advisory firms, may avail themselves of the exemptions from the
information and filing requirements of the federal proxy rules.\28\
Nothing in this interpretation is intended to restrict or limit
reliance on those exemptions.
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    \28\ See, e.g., 17 CFR 240.14a-2(b)(1) and 17 CFR 240.14a-
2(b)(3).
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    Question 2: Does Exchange Act Rule 14a-9 apply to proxy voting
advice?
    Response: Yes. Solicitations that are exempt from the federal proxy
rules' information and filing requirements remain subject to Exchange
Act Rule 14a-9, which prohibits any solicitation from containing any
statement which, at the time and in the light of the circumstances
under which it is made, is false or misleading with respect to any
material fact.\29\ In addition, such solicitation must not omit to
state any material fact necessary in order to make the statements
therein not false or misleading.\30\ Rule 14a-9 also extends to
opinions, reasons, recommendations, or beliefs that are disclosed as
part of a solicitation, which may be statements of material facts for
purposes of the rule.\31\ Where such opinions, recommendations, or
similar views are provided, disclosure of the underlying facts,
assumptions, limitations, and other information may be needed so that
these views do not raise Rule 14a-9 concerns.\32\ Accordingly, any
person engaged in a solicitation through proxy voting advice must not
make materially false or misleading statements or omit material facts,
such as information underlying the basis of its advice or which would
affect its analysis and judgments, that would be required to make the
advice not misleading. For example, the provider of the proxy voting
advice should consider whether, depending on the particular statement,
it may need to disclose the following types of information in order to
avoid a potential violation of Rule 14a-9: \33\
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    \29\ See 17 CFR 240.14a-9. See also, Concept Release, 75 FR
43010 (``Even if exempt from the informational and filing
requirements of the federal proxy rules, the furnishing of proxy
voting advice remains subject to the prohibition on false and
misleading statements in Rule 14a-9.'').
    \30\ 17 CFR 240.14a-9.
    \31\ See Virginia Bankshares, Inc. v. Sandberg, 501 U.S. 1083,
1092 (1991) (stating that a board's recommendation that shareholders
approve a proposed merger because it viewed the proposal as ``fair''
to the minority shareholders and the offered merger consideration as
a ``high'' value were statements of material facts because ``[s]uch
statements are factual in two senses: As statements that the
directors do act for the reasons given or hold the belief stated and
as statements about the subject matter of the reason or belief
expressed'').
    \32\ See, e.g., Dowling v. Narragansett Capital Corp., 735 F.
Supp. 1105, 1119 (D.R.I. 1990) (denying a motion to dismiss Rule
14a-9 complaints on the basis that ``allegations regarding
misrepresentations as to the value of . . . [a corporation's assets]
and nondisclosure of the limitations on the information underlying .
. . [a] fairness opinion implicate matters at the heart of the
decision confronting shareholders.''). The Commission staff has
previously raised questions about the appropriateness and adequacy
of disclosure under Rule 14a-9 in proxy solicitations. See, e.g.,
Interpretative Release Relating to Proxy Rules, Release No. 34-16833
(May 23, 1980) [45 FR 36374 (May 30, 1980)] (stating the Division of
Corporation Finance's view that in proxy contests in which the
disposition of a registrant's assets and distribution of the sale
proceeds to shareholders were the dissidents' goal, the inclusion of
valuations of the sale proceeds in the proxy soliciting material was
only appropriate under Rule 14a-9 when, among other things, they
were ``accompanied by disclosure which facilitate[d] shareholders'
understanding of the basis for and the limitations on the projected
realizable values.'').
    \33\ We understand that some proxy advisory firms currently may
be providing some of the disclosures described in the examples
listed in this section.
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     An explanation of the methodology used to formulate its
voting advice on a particular matter (including any material deviations
from the provider's publicly-announced guidelines, policies, or
standard methodologies for analyzing such matters) where the omission
of such information would render the voting advice materially false or
misleading; \34\
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    \34\ To the extent that the proxy voting advice is materially
based on a methodology using a group of peer companies selected by
the proxy advisory firm, the disclosure may need to include the
identities of the peer group members used as part of its
recommendation and the reasons for selecting these peer group
members as well as, if material, why its peer group members differ
from those selected by the registrant. For example, such disclosure
may be needed for a voting recommendation on a registrant's advisory
vote on an executive compensation proposal that is based on a
comparison of the registrant's executive compensation policies to
those of other companies selected by the proxy advisory firm.
---------------------------------------------------------------------------

     to the extent that the proxy voting advice is based on
information other than the registrant's public disclosures, such as
third-party information sources,\35\ disclosure about these information
sources and the extent to which the information from these sources
differs from the public disclosures provided by the registrant if such
differences are material and the failure to disclose the differences
would render the voting advice false or misleading; and
---------------------------------------------------------------------------

    \35\ Such sources could include third-party research or
publications, commercial or financial information databases, or
ratings or rankings published by third parties.
---------------------------------------------------------------------------

     disclosure about material conflicts of interest that arise
in connection with providing the proxy voting advice in reasonably
sufficient detail so that the client can assess the relevance of those
conflicts.\36\
---------------------------------------------------------------------------

    \36\ Relationships or interests that may create conflicts of
interest are commonly found by courts as material information that
should be disclosed to avoid Rule 14a-9 violations. See, e.g.,
Maldonado v. Flynn, 597 F.2d 789 (2d Cir. 1979) (noting that
``shareholders are entitled to truthful presentation of factual
information'' when there is a possibility of self-dealing among
directors and emphasizing the importance of Rule 14a-9 in eliciting
disclosures of this material information).
---------------------------------------------------------------------------

III. Other Matters

    Pursuant to the Congressional Review Act,\37\ the Office of
Information and Regulatory Affairs has designated this guidance and
interpretation as not a ``major rule,'' as defined by 5 U.S.C. 804(2).
---------------------------------------------------------------------------

    \37\ 5 U.S.C. 801 et seq.
---------------------------------------------------------------------------

List of Subjects in 17 CFR Part 241

    Securities.

Amendments to the Code of Federal Regulations

    For the reasons set out above, the Commission is amending title 17,
chapter II of the Code of Federal Regulations as set forth below:

PART 241--INTERPRETATIVE RELEASES RELATING TO THE SECURITIES
EXCHANGE ACT OF 1934 AND GENERAL RULES AND REGULATIONS THEREUNDER

0
1. An authority citation is added for part 241 to read as follows:

    Authority: 15 U.S.C. 78a et seq.

0
2. The table is amended by adding an entry for Release No. 34-86721 at
the end to read as follows:

----------------------------------------------------------------------------------------------------------------
                 Subject                    Release No.              Date               Fed. Reg. vol. and page
----------------------------------------------------------------------------------------------------------------

                                                  * * * * * * *
Commission Interpretation and Guidance          34-86721  August 21, 2019...........  [Insert FR Volume Number]
 Regarding the Applicability of the                                                    FR [Insert FR Page
 Proxy Rules to Proxy Voting Advice.                                                   Number].
----------------------------------------------------------------------------------------------------------------

    By the Commission.

    Dated: August 21, 2019.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2019-18355 Filed 9-9-19; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 84, Number 31 (Thursday, February 14, 2019)]
[Rules and Regulations]
[Pages 3977-3978]
[FR Doc No: 2019-02050]

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

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 97

[Docket No. 31235; Amdt. No. 3837]

Standard Instrument Approach Procedures, and Takeoff Minimums and
Obstacle Departure Procedures; Miscellaneous Amendments

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Final rule.

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

SUMMARY: This rule establishes, amends, suspends, or removes Standard
Instrument Approach Procedures (SIAPs) and associated Takeoff Minimums
and Obstacle Departure Procedures (ODPs) for operations at certain
airports. These regulatory actions are needed because of the adoption
of new or revised criteria, or because of changes occurring in the
National Airspace System, such as the commissioning of new navigational
facilities, adding new obstacles, or changing air traffic requirements.
These changes are designed to provide safe and efficient use of the
navigable airspace and to promote safe flight operations under
instrument flight rules at the affected airports.

DATES: This rule is effective February 14, 2019. The compliance date
for each SIAP, associated Takeoff Minimums, and ODP is specified in the
amendatory provisions.
    The incorporation by reference of certain publications listed in
the regulations is approved by the Director of the Federal Register as
of February 14, 2019.

ADDRESSES: Availability of matters incorporated by reference in the
amendment is as follows:

For Examination

    1. U.S. Department of Transportation, Docket Ops-M30, 1200 New
Jersey Avenue SE, West Bldg., Ground Floor, Washington, DC 20590-0001.
    2. The FAA Air Traffic Organization Service Area in which the
affected airport is located;
    3. The office of Aeronautical Navigation Products, 6500 South
MacArthur Blvd., Oklahoma City, OK 73169 or,
    4. The National Archives and Records Administration (NARA). For
information on the availability of this material at NARA, call 202-741-
6030, or go to: http://www.archives.gov/federal_register/code_of_federal_regulations/ibr_locations.html.

Availability

    All SIAPs and Takeoff Minimums and ODPs are available online free
of charge. Visit the National Flight Data Center at nfdc.faa.gov to
register. Additionally, individual SIAP and Takeoff Minimums and ODP
copies may be obtained from the FAA Air Traffic Organization Service
Area in which the affected airport is located.

FOR FURTHER INFORMATION CONTACT: Thomas J. Nichols, Flight Procedures
and Airspace Group, Flight Technologies and Procedures Division, Flight
Standards Service, Federal Aviation Administration. Mailing Address:
FAA Mike Monroney Aeronautical Center, Flight Procedures and Airspace
Group, 6500 South MacArthur Blvd., Registry Bldg. 29, Room 104,
Oklahoma City, OK 73125. Telephone:<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: This rule amends Title 14 of the Code of
Federal Regulations, Part 97 (14 CFR part 97), by establishing,
amending, suspending, or removes SIAPS, Takeoff Minimums and/or ODPS.
The complete regulatory description of each SIAP and its associated
Takeoff Minimums or ODP for an identified airport is listed on FAA form
documents which are incorporated by reference in this amendment under 5
U.S.C. 552(a), 1 CFR part 51, and 14 CFR part 97.20. The applicable FAA
forms are FAA Forms 8260-3, 8260-4, 8260-5, 8260-15A, and 8260-15B when
required by an entry on 8260-15A.
    The large number of SIAPs, Takeoff Minimums and ODPs, their complex
nature, and the need for a special format make publication in the
Federal Register expensive and impractical. Further, airmen do not use
the regulatory text of the SIAPs, Takeoff Minimums or ODPs, but instead
refer to their graphic depiction on charts printed by publishers of
aeronautical materials. Thus, the advantages of incorporation by
reference are realized and publication of the complete description of
each SIAP, Takeoff Minimums and ODP listed on FAA form documents is
unnecessary. This amendment provides the affected CFR sections and
specifies the types of SIAPs, Takeoff Minimums and ODPs with their
applicable effective dates. This amendment also identifies the airport
and its location, the procedure, and the amendment number.

Availability and Summary of Material Incorporated by Reference

    The material incorporated by reference is publicly available as
listed in the ADDRESSES section.
    The material incorporated by reference describes SIAPS, Takeoff
Minimums and/or ODPS as identified in the amendatory language for part
97 of this final rule.

The Rule

    This amendment to 14 CFR part 97 is effective upon publication of
each separate SIAP, Takeoff Minimums and ODP as Amended in the
transmittal. Some SIAP and Takeoff Minimums and textual ODP amendments
may have been issued previously by the FAA in a Flight Data Center
(FDC) Notice to Airmen (NOTAM) as an emergency action of immediate
flight safety relating directly to published aeronautical charts.
    The circumstances that created the need for some SIAP and Takeoff
Minimums and ODP amendments may require making them effective in less
than 30 days. For the remaining SIAPs and Takeoff Minimums and ODPs, an
effective date at least 30 days after publication is provided.
    Further, the SIAPs and Takeoff Minimums and ODPs contained in this
amendment are based on the criteria contained in the U.S. Standard for
Terminal Instrument Procedures (TERPS). In developing these SIAPs and
Takeoff Minimums and ODPs, the TERPS criteria were applied to the
conditions existing or anticipated at the affected airports. Because of
the close and immediate relationship between these SIAPs, Takeoff
Minimums and ODPs, and safety in air commerce, I find that notice and
public procedure under 5 U.S.C. 553(b) are impracticable and contrary
to the public interest and, where applicable, under 5 U.S.C 553(d),
good cause exists for making some SIAPs effective in less than 30 days.
    The FAA has determined that this regulation only involves an
established body of technical regulations for which frequent and
routine amendments are necessary to keep them operationally current.
It, therefore--(1) is not a ``significant regulatory action'' under
Executive Order 12866; (2) is not a ``significant rule'' under DOT
Regulatory Policies and Procedures (44 FR 11034; February 26, 1979);
and (3) does not warrant preparation of a regulatory evaluation as the
anticipated impact is so minimal. For the same reason, the FAA
certifies that this amendment will not have a significant economic
impact on a substantial

number of small entities under the criteria of the Regulatory
Flexibility Act.

List of Subjects in 14 CFR Part 97

    Air Traffic Control, Airports, Incorporation by reference,
Navigation (air).

    Issued in Washington, DC, on January 25, 2019.
Rick Domingo,
Executive Director, Flight Standards Service.

Adoption of the Amendment

    Accordingly, pursuant to the authority delegated to me, Title 14,
Code of Federal Regulations, Part 97 (14 CFR part 97) is amended by
establishing, amending, suspending, or removing Standard Instrument
Approach Procedures and/or Takeoff Minimums and Obstacle Departure
Procedures effective at 0901 UTC on the dates specified, as follows:

PART 97--STANDARD INSTRUMENT APPROACH PROCEDURES

0
1. The authority citation for part 97 continues to read as follows:

    Authority: 49 U.S.C. 106(f), 106(g), 40103, 40106, 40113, 40114,
40120, 44502, 44514, 44701, 44719, 44721-44722.

0
2. Part 97 is amended to read as follows:

Effective 28 February 2019

Anchorage, AK, Ted Stevens Anchorage Intl, RNAV (RNP) RWY 33, Amdt
1A
Burbank, CA, Bob Hope, ILS Y OR LOC Y RWY 8, Amdt 6A
Burbank, CA, Bob Hope, ILS Z OR LOC Z RWY 8, Amdt 39A
Burbank, CA, Bob Hope, RNAV (GPS)-A, Orig-A
Burbank, CA, Bob Hope, RNAV (GPS) Z RWY 8, Amdt 2A
Burbank, CA, Bob Hope, RNAV (RNP) Y RWY 8, Amdt 2A
Burbank, CA, Bob Hope, VOR RWY 8, Amdt 12A
Inyokern, CA, Inyokern, RNAV (GPS) RWY 2, Amdt 1
Inyokern, CA, Inyokern, RNAV (GPS) Z RWY 2, Orig-A, CANCELED
Los Banos, CA, Los Banos Muni, RNAV (GPS) RWY 14, Orig-C
Los Banos, CA, Los Banos Muni, RNAV (GPS) RWY 32, Amdt 1
Los Banos, CA, Los Banos Muni, VOR RWY 32, Amdt 5A
Tulare, CA, Mefford Field, RNAV (GPS) RWY 13, Amdt 1
Tulare, CA, Mefford Field, VOR RWY 13, Amdt 2
Wilmington, DE, New Castle, ILS OR LOC RWY 1, Amdt 24
Stuart, FL, Witham Field, RNAV (GPS) RWY 12, Amdt 2
Albia, IA, Albia Muni, RNAV (GPS) RWY 13, Orig-B
Storm Lake, IA, Storm Lake Muni, RNAV (GPS) RWY 35, Amdt 1B
Sandpoint, ID, Sandpoint, RNAV (GPS) Y RWY 20, Orig
Sandpoint, ID, Sandpoint, RNAV (GPS) Z RWY 20, Orig
St Francis, KS, Cheyenne County Muni, RNAV (GPS) RWY 14, Orig
Louisville, KY, Bowman Field, RNAV (GPS) RWY 33, Orig-B
Louisville, KY, Bowman Field, VOR RWY 24, Amdt 9A, CANCELED
Boyne City, MI, Boyne City Muni, RNAV (GPS) RWY 27, Orig-C
Fairmont, MN, Fairmont Muni, RNAV (GPS) RWY 31, Orig-A
Minneapolis, MN, Minneapolis-St Paul Intl/Wold-Chamberlain, LOC RWY
4, Amdt 2
Minneapolis, MN, Minneapolis-St Paul Intl/Wold-Chamberlain, RNAV
(GPS) RWY 4, Amdt 3
Rochester, MN, Rochester Intl, ILS OR LOC RWY 13, Amdt 9
Rochester, MN, Rochester Intl, RNAV (GPS) RWY 2, Amdt 3B
Rochester, MN, Rochester Intl, RNAV (GPS) RWY 13, Amdt 1B
Rochester, MN, Rochester Intl, RNAV (GPS) RWY 20, Amdt 2B
Windom, MN, Windom Muni, RNAV (GPS) RWY 17, Amdt 1
Windom, MN, Windom Muni, RNAV (GPS) RWY 35, Amdt 1
Conrad, MT, Conrad, NDB OR GPS RWY 24, Amdt 4C, CANCELED
Conrad, MT, Conrad, RNAV (GPS) RWY 6, Orig
Conrad, MT, Conrad, RNAV (GPS) RWY 24, Orig
Conrad, MT, Conrad, Takeoff Minimums and Obstacle DP, Amdt 1
Jacksonville, NC, Albert J Ellis, NDB RWY 5, Amdt 8D
Valentine, NE, Miller Field, RNAV (GPS) RWY 14, Amdt 2A
Valentine, NE, Miller Field, RNAV (GPS) RWY 21, Orig-A
Valentine, NE, Miller Field, Takeoff Minimums and Obstacle DP, Amdt
3
Morristown, NJ, Morristown Muni, RNAV (GPS) RWY 5, Amdt 5
Sand Springs, OK, William R Pogue Muni, NDB RWY 35, Amdt 2F,
CANCELED
Sand Springs, OK, William R Pogue Muni, RNAV (GPS) RWY 17, Orig-A
Sand Springs, OK, William R Pogue Muni, RNAV (GPS) RWY 35, Orig-A
Sand Springs, OK, William R Pogue Muni, VOR/DME-A, Amdt 3A, CANCELED
Tulsa, OK, Richard Lloyd Jones JR, ILS OR LOC RWY 1L, Amdt 3
Pittsburgh, PA, Pittsburgh Intl, ILS OR LOC RWY 28R, ILS RWY 28R SA
CAT I, ILS RWY 28R SA CAT II, Amdt 10A
Shelbyville, TN, Bomar Field-Shelbyville Muni, VOR RWY 36, Amdt 17
College Station, TX, Easterwood Field, VOR OR TACAN RWY 11, Amdt 19E
Dallas, TX, McKinney National, ILS OR LOC RWY 18, Amdt 6
El Paso, TX, El Paso Intl, RNAV (GPS) RWY 26R, Amdt 1
San Angelo, TX, San Angelo Rgnl/Mathis Field, ILS Y OR LOC Y RWY 3,
Amdt 22
San Angelo, TX, San Angelo Rgnl/Mathis Field, NDB RWY 3, Amdt 15
San Angelo, TX, San Angelo Rgnl/Mathis Field, RADAR 1, Amdt 1B
San Angelo, TX, San Angelo Rgnl/Mathis Field, RNAV (GPS) RWY 3, Amdt
2
San Angelo, TX, San Angelo Rgnl/Mathis Field, RNAV (GPS) RWY 18,
Amdt 1
San Angelo, TX, San Angelo Rgnl/Mathis Field, RNAV (GPS) RWY 21,
Amdt 2
Ogden, UT, Ogden-Hinckley, ILS OR LOC RWY 3, Amdt 5
Ogden, UT, Ogden-Hinckley, RNAV (GPS) RWY 3, Amdt 1
Ogden, UT, Ogden-Hinckley, RNAV (GPS) Y RWY 3, Orig-A, CANCELED
Port Angeles, WA, Port Angeles CGAS, COPTER NDB 242, Amdt 1A
Seattle, WA, Seattle-Tacoma Intl, ILS OR LOC RWY 16C, ILS RWY 16C SA
CAT I, ILS RWY 16C CAT II, ILS RWY 16C CAT III, Amdt 17
Seattle, WA, Seattle-Tacoma Intl, ILS OR LOC RWY 16L, ILS RWY 16L SA
CAT I, ILS RWY 16L CAT II, ILS RWY 16L CAT III, Amdt 8
Seattle, WA, Seattle-Tacoma Intl, ILS OR LOC RWY 16R, ILS RWY 16R SA
CAT I, ILS RWY 16R CAT II, ILS RWY 16R CAT III, Amdt 5
Seattle, WA, Seattle-Tacoma Intl, ILS OR LOC RWY 34R, ILS RWY 34R SA
CAT I, ILS RWY 34R SA CAT II, Amdt 3
Appleton, WI, Appleton Intl, ILS OR LOC RWY 30, Amdt 4
Wisconsin Rapids, WI, Alexander Field South Wood County, RNAV (GPS)
RWY 20, Amdt 2

[FR Doc. 2019-02050 Filed 2-13-19; 8:45 am]
 BILLING CODE 4910-13-P


[Federal Register Volume 88, Number 15 (Tuesday, January 24, 2023)]
[Notices]
[Pages 4243-4245]
[FR Doc No: 2023-01264]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-96684; File No. SR-CBOE-2022-051]

Self-Regulatory Organizations; Cboe Exchange, Inc.; Order
Instituting Proceedings To Determine Whether To Approve or Disapprove a
Proposed Rule Change To Amend Rules Relating to the Processing of
Auction Responses

January 18, 2023.
    On October 3, 2022, Cboe Exchange, Inc. (``the Exchange'' or ``Cboe
Options'') filed with the Securities and Exchange Commission (the
``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to amend its rules relating to the processing of
auction responses. The proposed rule change was published for comment
in the Federal Register on October 20, 2022.\3\ On November 23, 2022,
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\ The
Commission has received no comments on the proposed rule change. 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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 96081 (Oct. 14,
2022), 87 FR 63830 (``Notice'').
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 96380, 87 FR 73366
(Nov. 29, 2022). The Commission designated January 18, 2023 as the
date by which the Commission shall approve or 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 Proposed Rule Change 7
---------------------------------------------------------------------------

    \7\ For a full description of all aspects of the proposed rule
change, please see the Notice, supra note 3.
---------------------------------------------------------------------------

    The Exchange proposes to adopt new functionality that would be
applicable to all of its auction mechanisms, to increase the likelihood
that timely submitted auction responses may participate in the
applicable auction, even during periods of high message traffic. The
affected auctions are the Complex Order Auction,\8\ Step Up
Mechanism,\9\ Automated Improvement Mechanism,\10\ Complex AIM,\11\
Solicitation Auction Mechanism,\12\ Complex SAM,\13\ FLEX Auction
Process,\14\ FLEX AIM \15\ and FLEX SAM.\16\ The Exchange also proposes
to amend its current rule relating to Priority Queue \17\ functionality
to provide itself with discretion on whether or not to implement
Priority Queue \18\ functionality for responses to the auction
mechanisms.
---------------------------------------------------------------------------

    \8\ See Cboe Rule 5.33(d).
    \9\ See Cboe Rule 5.35.
    \10\ See Cboe Rule 5.37.
    \11\ See Cboe Rule 5.38.
    \12\ See Cboe Rule 5.39.
    \13\ See Cboe Rule 5.40.
    \14\ See Cboe Rule 5.72(c).
    \15\ See Cboe Rule 5.73.
    \16\ See Cboe Rule 5.74.
    \17\ See Cboe Rule 5.25(c).
    \18\ See Cboe Rule 5.25(c).
---------------------------------------------------------------------------

    The Exchange represents that the above-referenced auction
mechanisms provide price improvement opportunities for an eligible
order. Within each auction mechanism, the eligible order is
electronically exposed for an Exchange-determined period of time
(``auction response period'') in accordance with the applicable
Exchange Rule.\19\ After the Exchange disseminates an auction
notification message, Users \20\ may submit responses (``auction
responses'' or ``auction response messages'') during the auction
response period.\21\ An auction response may only execute in the
applicable auction mechanism, and the auction response is cancelled if
it does not execute during an auction.\22\
---------------------------------------------------------------------------

    \19\ See Notice, supra note 3, at 63831.
    \20\ The term ``User'' means any Trading Permit Holder or
Sponsored User who is authorized to obtain access to the System
pursuant to Cboe Rule 5.5. See Cboe Rule 1.1.
    \21\ See Notice, supra note 3, at 63831.
    \22\ See id.
---------------------------------------------------------------------------

    The Exchange states that auction response messages historically
have waited in the same System \23\ queue as all other order and quote
message traffic.\24\ According to the Exchange, if an auction response
is submitted when there is a deep queue of other unprocessed message
traffic (such as mass cancellation messages or other orders and
quotes), it is possible that the auction response may not be
``processed'' by the System prior to the end of the auction response
period,\25\ The Exchange states that in such an instance, the queued
auction response may not be able to participate in the applicable
auction mechanism because the System had unprocessed (queued) messages
at the time of the auction execution, despite the fact that the User
submitted the auction response prior to the end of the auction response
period.\26\ The Exchange believes that

auctioned orders may therefore be missing out on potential price
improvement that may have otherwise resulted if queued timely auction
response(s) were able to participate in the auction.\27\ The Exchange
further states that its review of auction responses during July 2022
indicates that approximately 55% of auction responses had no
opportunity to execute in their respective auctions, notwithstanding
being submitted within the auction response period.\28\
---------------------------------------------------------------------------

    \23\ The term ``System'' means the Exchange's hybrid trading
platform that integrates electronic and open outcry trading of
option contracts on the Exchange, and includes any connectivity to
the foregoing trading platform that is administered by or on behalf
of the Exchange, such as a communications hub. See Cboe Rule 1.1.
    \24\ Although the Exchange previously adopted Priority Queue
functionality, which provides that auction response messages may be
processed through a Priority Queue, and all remaining messages would
be processed through a General Queue, the Exchange never implemented
use of the functionality. See Notice, supra note 3 at 63832. The
Exchange states that, should it decide to implement use of a
Priority Queue in the future, it would provide notice to all TPHs.
Id.
    \25\ For example, the Exchange states that it takes the System
approximately 10 microseconds to process a single order/quote or
auction response message and, on average, approximately 190
microseconds to process a mass cancel message. As such, under the
current System, an auction response that is entered after a mass
cancel message is more likely to be detrimentally delayed as
compared to a mass cancel message that is entered after an auction
response (i.e., a 190 microsecond ``wait time'' versus a 10
microsecond ``wait time''). See id.
    \26\ See id.
    \27\ See id.
    \28\ See id.
---------------------------------------------------------------------------

    The Exchange thus proposes to adopt new functionality under
proposed Cboe Rule 5.25(e), which would apply across all of its auction
mechanisms. Under the proposed functionality, at the time an auction
response period ends, the System would continue to process its inbound
queue for any messages that were received before the end of the auction
period (including auction messages) for up to an Exchange-determined
period of time, not to exceed 100 milliseconds (which the Exchange may
determine on a class-by-class basis).\29\ The Exchange states that
under the proposed rule change, any auction responses that were in the
queue before the conclusion of the auction (as identified by the
Network Interface Card (``NIC'') timestamp on the message) \30\ would
be processed as long as the Exchange-determined time on a class-by-
class basis (not to exceed 100 milliseconds) is not exceeded.\31\ Only
auction messages received prior to the execution of the applicable
auction are eligible to be processed for that auction.\32\ The
applicable auction mechanism would execute once all messages, including
auction responses, received before the end time of the auction response
period have been processed or the Exchange-determined maximum time
limit of up to 100 milliseconds has elapsed, whichever occurs
first.\33\
---------------------------------------------------------------------------

    \29\ See id.
    \30\ All incoming messages are ``timestamped'' by the Exchange's
System. See Notice, supra note 3, at id. n14.
    \31\ See Notice, supra note 3, at 63831.
    \32\ See id.
    \33\ See id. For an example of how the proposed new
functionality would operate, please see id.
---------------------------------------------------------------------------

    The Exchange believes the proposed functionality will increase the
possibility that timely-submitted auction responses are processed by
the Exchange and have an opportunity for execution in the applicable
auction mechanism, even if there is a deep pending message queue.\34\
The Exchange also believes the proposed maximum amount of additional
time for processing is both an adequate amount of time to provide
pending auction responses with such execution opportunity, but also an
amount minimal enough that impact to other message traffic, if any,
would be de minimis.\35\
---------------------------------------------------------------------------

    \34\ See Notice, supra note 3, at 63832.
    \35\ See id. The Exchange states that based on the Exchange's
analysis, in July 2022, auction response messages accounted for a
mere 0.04% of all message traffic submitted to the Exchange. See
Notice, supra note 3, at 63833.
---------------------------------------------------------------------------

    Currently, Cboe Rule 5.25 provides that all Auction response
messages will be processed through the Priority Queue, and all
remaining messages will be processed through the General Queue. The
proposed rule change would amend Cboe Rule 5.25 to provide the Exchange
with the discretion to determine whether or not to implement a Priority
Queue and a General Queue.\36\ The Exchange states that under a
Priority Queue, the System processes a certain number of messages, as
determined by the Exchange, from each queue on an alternating basis and
prioritize processing messages in each respective queue in the order in
which the System receives them (i.e., in time priority).\37\ While the
Exchange proposes to provide itself the discretion to implement or not
implement a Priority Queue, the Exchange states that it currently
anticipates implementing the proposed additional processing time
functionality at this time in lieu of a Priority Queue.\38\ The
Exchange states that if it determines that utilization of a Priority
Queue for auction responses is necessary or appropriate, it would
provide notice to all TPHs pursuant to Cboe Rule 1.5.\39\
---------------------------------------------------------------------------

    \36\ See Notice, supra note 3, at 63832. Cboe Rule 5.25(c)
currently states that all messages will be processed through either
a ``Priority Queue'' or a ``General Queue.''
    \37\ See id.
    \38\ See id.
    \39\ See id.
---------------------------------------------------------------------------

II. Proceedings To Determine Whether To Approve or Disapprove SR-Cboe-
2022-051 and Grounds for Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \40\ 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 proposal. 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 additional comment on the
proposed rule change.
---------------------------------------------------------------------------

    \40\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

    Pursuant to Section 19(b)(2)(B) of the Act,\41\ the Commission is
providing notice of the grounds for disapproval under consideration.
The Commission is instituting proceedings to allow for additional
analysis of, and input from commenters with respect to, the consistency
of the proposal with Sections 6(b)(5) \42\ and 6(b)(8) \43\ of the Act.
Section 6(b)(5) of the Act requires that the rules of a national
securities exchange be designed, among other things, to promote just
and equitable principles of trade, to remove impediments to and perfect
the mechanism of a free and open market and a national market system
and, in general, to protect investors and the public interest, and not
be designed to permit unfair discrimination between customers, issuers,
brokers, or dealers. Section 6(b)(8) of the Act requires that the rules
of a national securities exchange not impose any burden on competition
that is not necessary or appropriate in furtherance of the purposes of
the Act. 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,\44\ 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 aspects of the proposal and
asks commenters to submit data where appropriate to support their
views:
---------------------------------------------------------------------------

    \41\ Id.
    \42\ 15 U.S.C. 78f(b)(5).
    \43\ 15 U.S.C. 78f(b)(8).
    \44\ See Notice, supra note 3.
---------------------------------------------------------------------------

    1. The Exchange proposes an extension of the processing time for
auction responses received prior to the end of the auction response or
exposure period, not to exceed 100 milliseconds. The Exchange believes
that modifying its System to allow it to potentially process more, if
not all, timely submitted auction responses may provide further
opportunities for auctioned orders to receive price improvement, which
removes impediments to a free and open market and ultimately protects
and benefits investors \45\ What are commenters' views on the extent to
which an extension of the processing time could result in further
opportunities for price improvements for auctioned orders?
---------------------------------------------------------------------------

    \45\ See id. at 63832.
---------------------------------------------------------------------------

    2. The Exchange acknowledges that instead of proposing an extension
of processing time beyond the end of the

auction or exposure period, the Exchange ``may increase the length of
auction response periods to accommodate more auction responses.'' \46\
However, the Exchange states that it believes the proposed rule change
will ``accommodate more auction responses and allow the Exchange to
continue to mitigate the market risk that may accompany a longer
auction period for auctioned orders by setting the length of an auction
response period to a timeframe that allows an adequate amount of time
for TPHs to respond to an auction message and providers orders with
fast executions.'' \47\ Do commenters agree with the Exchange's
assessment? Why or why not?
---------------------------------------------------------------------------

    \46\ See id.
    \47\ See id.
---------------------------------------------------------------------------

    3. The Exchange states that adopting the proposed functionality for
auction responses would ``better provide customers with additional
opportunities for price improvements with little to no impact to non-
auction response message traffic.'' \48\ The Exchange states that in
July 2022, auction response messages accounted for a ``mere 0.04% of
all message traffic submitted to the Exchange. The Exchange believe[s]
the processing of such a small account of message traffic, even after
the conclusion of an auction response period, would therefore have de
minimis, if any, impact on the process of non-auction response messages
waiting in the queue.'' \49\ What are commenters' views on the impact
of the proposed rule change on the processing of non-auction message
traffic?
---------------------------------------------------------------------------

    \48\ See id. at 63833.
    \49\ See id.
---------------------------------------------------------------------------

    4. The Exchange states that the proposed additional processing time
of up to 100 milliseconds ``is both an adequate amount of time'' to
provide pending auction responses with ``execution opportunities, but
also an amount minimal enough that impact to other message traffic, if
any, would be de minimis.'' \50\ What are commenters' views regarding
the sufficiency of the proposed 100 millisecond time period for
additional processing?
---------------------------------------------------------------------------

    \50\ See id. at 63832.
---------------------------------------------------------------------------

    5. The Exchange proposes in Cboe Rule 5.25 to give the Exchange
discretion in whether or not to utilize priority queue functionality
for auction responses and states that the proposed additional
processing time for auction responses ``is currently a better
alternative to provide timely submitted auction responses with
opportunities to participate in an applicable auction as compared to
the priority queue functionality.'' \51\ What are commenters' views on
the ability of the current priority queue functionality to address
concerns regarding the System's inability to timely process auction
responses during the auction or exposure response period?
---------------------------------------------------------------------------

    \51\ See id. at 63833.
---------------------------------------------------------------------------

III. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written
submissions of their data, views, 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 proposed rule change
is consistent with Sections 6(b)(5) and 6(b)(8), or any other provision
of the Act, or 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 data, views, and
arguments, the Commission will consider, pursuant to Rule 19b-4 under
the Act,\52\ any request for an opportunity to make an oral
presentation.\53\
---------------------------------------------------------------------------

    \52\ 17 CFR 240.19b-4.
    \53\ Section 19(b)(2) of the Act, as amended by the Securities
Acts Amendments of 1975, Public Law 94-29 (Jun. 4, 1975), grants to
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 Acts 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 proposed rule change should be approved
or disapproved by February 14, 2023. Any person who wishes to file a
rebuttal to any other person's submission must file that rebuttal by
February 28, 2023.
    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 protected]. Please include
File No. SR-Cboe-2022-051 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 No. SR-Cboe-2022-051. The 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 No. SR-Cboe-2022-051 and should be submitted by
February 14, 2023. Rebuttal comments should be submitted by February
28, 2023.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\54\
---------------------------------------------------------------------------

    \54\ 17 CFR 200.30-3(a)(57).
---------------------------------------------------------------------------

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-01264 Filed 1-23-23; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: May 20, 2008 (Volume 73, Number 98)]
[Notices]
[Page 29174]
[DOCID:fr20my08-83]

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DEPARTMENT OF TRANSPORTATION

Federal Railroad Administration

[Docket No. FRA-2000-7257; Notice No. 46]

Railroad Safety Advisory Committee (RSAC); Notice of Meeting

AGENCY: Federal Railroad Administration (FRA), Department of
Transportation (DOT).

ACTION: Announcement of Railroad Safety Advisory Committee Meeting.

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

SUMMARY: FRA announces the 35th meeting of the RSAC, a federal advisory
committee that develops railroad safety regulations through a consensus
process. The RSAC meeting topics will include opening remarks from the
FRA Administrator, presentations on the Volpe Final Report on Private
Crossings and the Pressure Tank Car Proposed Rule, and an update on the
FRA Risk Reduction Program. Status reports will be provided by the
Passenger Safety, Locomotive Safety Standards, Railroad Bridge Safety,
Medical Standards, Railroad Operating Rules, and Track Safety Standards
Working Groups. This agenda is subject to change.

DATES: The RSAC meeting will be held on Wednesday, June 11, 2008, from
9:30 a.m. to 4:30 p.m.

ADDRESSES: The RSAC meeting will be held at the National Housing
Center, 1201 15th Street, NW., Washington, DC 20005. The meeting is
open to the public on a first-come, first-serve basis, and is
accessible to individuals with disabilities. Sign and oral
interpretation can be made available if requested 10 calendar days
before the meeting.

FOR FURTHER INFORMATION CONTACT: Larry Woolverton, RSAC Coordinator,
FRA, 1200 New Jersey Avenue, SE., Mailstop 25, Washington, DC 20590,
(202) 493-6212; or Grady Cothen, Deputy Associate Administrator for
Safety, FRA, 1200 New Jersey Avenue, SE., Mailstop 25, Washington, DC
20590,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: Pursuant to Section 10(a)(2) of the Federal
Advisory Committee Act (Pub. L. 92-463), FRA is giving notice of a
meeting of the Railroad Safety Advisory Committee. The RSAC was
established to provide advice and recommendations to FRA on railroad
safety matters. The RSAC comprises 54 voting representatives from 31
member organizations, representing various rail industry perspectives.
In addition, there are nonvoting advisory representatives from agencies
with railroad safety regulatory responsibility in Canada and Mexico,
the National Transportation Safety Board, and the Federal Transit
Administration. The diversity of the Committee ensures the requisite
range of views and expertise necessary to discharge its
responsibilities. See the RSAC Web site for details on pending tasks
at: http://rsac.fra.dot.gov. Please refer to the notice published in
the Federal Register on March 11, 1996, (61 FR 9740) for additional
information about the RSAC.

    Issued in Washington, DC, on May 14, 2008.
Michael J. Logue,
Deputy Associate Administrator for Safety Compliance and Program
Implementation.
 [FR Doc. E8-11239 Filed 5-19-08; 8:45 am]

BILLING CODE 4910-06-P


[Federal Register Volume 83, Number 24 (Monday, February 5, 2018)]
[Notices]
[Pages 5092-5094]
[FR Doc No: 2018-02226]

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

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings #1

    Take notice that the Commission received the following electric
rate filings:

    Docket Numbers: ER10-2759-007; ER10-2732-014; ER10-2733-014; ER10-
2734-014; ER10-2736-014; ER10-2737-014; ER10-2741-014; ER10-2749-014;
ER10-2752-014; ER12-2492-010; ER12-2493-010; ER12-2494-010; ER12-2495-
010; ER12-2496-010; ER16-2455-004; ER16-2456-004; ER16-2457-004; ER16-
2458-004; ER16-2459-004; ER14-264-004; ER10-2631-007; ER10-1437-007;
ER13-815-005.
    Applicants: Bridgeport Energy LLC, Emera Energy Services Inc.,
Emera Energy U.S. Subsidiary No. 1, Inc., Emera Energy U.S. Subsidiary
No. 2, Inc., Emera Energy Services Subsidiary No. 1 LLC, Emera Energy
Services Subsidiary No. 2 LLC, Emera Energy Services Subsidiary No. 3
LLC, Emera Energy Services Subsidiary No. 4 LLC, Emera Energy Services
Subsidiary No. 5 LLC, Emera Energy Services Subsidiary No. 6 LLC, Emera
Energy Services Subsidiary No. 7 LLC, Emera Energy Services Subsidiary
No. 8 LLC, Emera Energy Services Subsidiary No. 9 LLC, Emera Energy
Services Subsidiary No. 10 LLC, Emera Energy Services Subsidiary No. 11
LLC, Emera Energy Services Subsidiary No. 12 LLC, Emera Energy Services
Subsidiary No. 13 LLC,

Emera Energy Services Subsidiary No. 14 LLC, Emera Energy Services
Subsidiary No. 15 LLC, Emera Maine, Rumford Power Inc., Tampa Electric
Company, Tiverton Power LLC.
    Description: Notice of Change in Status of the Emera Entities.
    Filed Date: 1/30/18.
    Accession Number: 20180130-5224.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER10-2984-041.
    Applicants: Merrill Lynch Commodities, Inc.
    Description: Notice of Non-Material Change in Status of Merrill
Lynch Commodities, Inc.
    Filed Date: 1/29/18.
    Accession Number: 20180129-5347.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-136-002.
    Applicants: Midcontinent Independent System Operator, Inc.
    Description: Tariff Amendment: 2018-01-29 Deficiency Response re
Rev to MISO-PJM JOA for congestion overlap to be effective 12/31/9998.
    Filed Date: 1/29/18.
    Accession Number: 20180129-5344.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-137-002.
    Applicants: PJM Interconnection, L.L.C.
    Description: Tariff Amendment: Response to Deficiency Letter Issued
December 28, 2017 in Docket No. ER18-137 to be effective 12/31/9998.
    Filed Date: 1/29/18.
    Accession Number: 20180129-5345.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-727-000.
    Applicants: Southwest Power Pool, Inc.
    Description: Sec.  205(d) Rate Filing: Tariff Revisions to Reflect
Merger of ETEC and Tex-La to be effective 4/1/2018.
    Filed Date: 1/29/18.
    Accession Number: 20180129-5310.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-728-000.
    Applicants: California Independent System Operator Corporation.
    Description: Sec.  205(d) Rate Filing: 2018-01-29 Resource Adequacy
Availability Incentive Mechanism Amendment to be effective 4/1/2018.
    Filed Date: 1/29/18.
    Accession Number: 20180129-5336.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-729-000.
    Applicants: Entergy Mississippi, Inc.
    Description: Notice of Cancellation of Attala Interconnection and
Service Charge Agreement of Entergy Mississippi, Inc.
    Filed Date: 1/29/18.
    Accession Number: 20180129-5350.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-730-000.
    Applicants: Linden VFT, LLC.
    Description: Application for Amendment of Existing Authority to
Make Sales of Transmission Rights at Negotiated Rates of Linden VFT,
LLC.
    Filed Date: 1/29/18.
    Accession Number: 20180129-5356.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-731-000.
    Applicants: Midcontinent Independent System Operator, Inc.
    Description: Sec.  205(d) Rate Filing: 2018-01-30 Annual Schedule
31 Update to be effective 4/1/2018.
    Filed Date: 1/30/18.
    Accession Number: 20180130-5093.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-732-000.
    Applicants: Entergy Louisiana, LLC.
    Description: Notice of Cancellation of Perryville Interconnection
and Service Charge Agreement of Entergy Louisiana, Inc.
    Filed Date: 1/30/18.
    Accession Number: 20180130-5122.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-733-000.
    Applicants: Alabama Power Company.
    Description: Sec.  205(d) Rate Filing: City of Evergreen NITSA
Filing to be effective 1/1/2018.
    Filed Date: 1/30/18.
    Accession Number: 20180130-5130.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-734-000.
    Applicants: Frenchtown III Solar, LLC.
    Description: Baseline eTariff Filing: Frenchtown III Reactive
Service Filing to be effective 4/1/2018.
    Filed Date: 1/30/18.
    Accession Number: 20180130-5132.

    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-735-000.
    Applicants: Alabama Power Company.
    Description: Tariff Cancellation: SWE (Evergreen) NITSA Termination
Filing to be effective 12/31/2017.
    Filed Date: 1/30/18.
    Accession Number: 20180130-5133.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-736-000.
    Applicants: Southwest Power Pool, Inc.
    Description: Sec.  205(d) Rate Filing: Revisions to Update
Attachment AF--Frequently Constrained Areas to be effective 4/1/2018.
    Filed Date: 1/30/18.
    Accession Number: 20180130-5134.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-737-000.
    Applicants: Alabama Power Company.
    Description: Sec.  205(d) Rate Filing: City of Hartford NITSA
Filing to be effective 1/1/2018.
    Filed Date: 1/30/18.
    Accession Number: 20180130-5136.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-738-000.
    Applicants: Alabama Power Company.
    Description: Tariff Cancellation: SWE (Hartford) NITSA Termination
Filing to be effective 12/31/2017.
    Filed Date: 1/30/18.
    Accession Number: 20180130-5139.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-739-000.
    Applicants: Alabama Power Company.
    Description: Sec.  205(d) Rate Filing: City of Robertsdale NITSA
Filing to be effective 1/1/2018.
    Filed Date: 1/30/18.
    Accession Number: 20180130-5140.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-740-000.
    Applicants: Alabama Power Company.
    Description: Tariff Cancellation: SWE (Robertsdale) NITSA
Termination Filing to be effective 12/31/2017.
    Filed Date: 1/30/18.
    Accession Number: 20180130-5141.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-741-000.
    Applicants: Alabama Power Company.
    Description: Sec.  205(d) Rate Filing: SWE (Black Warrior) NITSA
Rollover Filing to be effective 1/1/2018.
    Filed Date: 1/30/18.
    Accession Number: 20180130-5143.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-742-000.
    Applicants: Alabama Power Company.
    Description: Sec.  205(d) Rate Filing: SWE (Tombigbee) NITSA
Rollover Filing to be effective 1/1/2018.
    Filed Date: 1/30/18.
    Accession Number: 20180130-5144.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-743-000.
    Applicants: Alabama Power Company.
    Description: Sec.  205(d) Rate Filing: City of Troy NITSA and NOA
Filing to be effective 1/1/2018.
    Filed Date: 1/30/18.
    Accession Number: 20180130-5146.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-744-000.
    Applicants: Alabama Power Company.
    Description: Sec.  205(d) Rate Filing: PowerSouth NITSA Amendments
Filing (Add Wallsboro and Park Crossing DPs) to be effective 1/1/2018.

    Filed Date: 1/30/18.
    Accession Number: 20180130-5147.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-745-000.
    Applicants: ISO New England Inc., Eversource Energy Service
Company.
    Description: Sec.  205(d) Rate Filing: ISO-NE and Eversource--
Original Service Agreement .0Under Schedule 21-ES to be effective 1/1/
2018.
    Filed Date: 1/30/18.
    Accession Number: 20180130-5165.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-746-000.
    Applicants: Northern Indiana Public Service Company.
    Description: Sec.  205(d) Rate Filing: WVPA IA, Recloser
Replacements CIAC (2018) to be effective 1/31/2018.
    Filed Date: 1/30/18.
    Accession Number: 20180130-5178.
    Comments Due: 5 p.m. ET 2/20/18.

    Docket Numbers: ER18-747-000.
    Applicants: Imperial Valley Solar 3, LLC.
    Description: Baseline eTariff Filing: Imperial Valley Solar 3, LLC
Co Tenancy Agreement to be effective 1/31/2018.
    Filed Date: 1/30/18.
    Accession Number: 20180130-5181.
    Comments Due: 5 p.m. ET 2/20/18.

    Take notice that the Commission received the following electric
securities filings:

    Docket Numbers: ES18-22-000.
    Applicants: AEP Texas Inc.
    Description: Application Under Section 204 of the Federal Power Act
for Authorization to Issue Securities of AEP Texas Inc.
    Filed Date: 1/30/18.
    Accession Number: 20180130-5253.
    Comments Due: 5 p.m. ET 2/20/18.

    The filings are accessible in the Commission's eLibrary system by
clicking on the links or querying the docket number.
    Any person desiring to intervene or protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Regulations (18 CFR 385.211 and 385.214) on or before 5:00
p.m. Eastern time on the specified comment date. Protests may be
considered, but intervention is necessary to become a party to the
proceeding.
    eFiling is encouraged. More detailed information relating to filing
requirements, interventions, protests, service, and qualifying
facilities filings can be found at: http://www.ferc.gov/docs-filing/efiling/filing-req.pdf. For other information, call<PHONE_NUMBER>
(toll free). For TTY, call<PHONE_NUMBER>.

    Dated: January 30, 2018.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2018-02226 Filed 2-2-18; 8:45 am]
 BILLING CODE 6717-01-P