[Federal Register Volume 79, Number 228 (Wednesday, November 26, 2014)]
[Notices]
[Pages 70582-70588]
[FR Doc No: 2014-27980]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31341; File No. 813-366]

BlackRock, Inc., et al.; Notice of Application

November 20, 2014.
AGENCY: Securities and Exchange Commission.

ACTION: Notice of application for an order under sections 6(b) and 6(e)
of the Investment Company Act of 1940 (the ``Act'') granting an
exemption from all provisions of the Act, and the rules and regulations
thereunder, except sections 9, 17, 30, 36 through 53 and the rules and
regulations under those sections. With respect to sections 17(a), (d),
(e), (f), (g) and (j) and 30(a), (b), (e) and (h) of the Act, and the
rules and regulations thereunder, and rule 38a-1 under the Act,
applicants request a limited exemption as set forth in the application.

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SUMMARY: Applicants request an order to exempt certain investment
vehicles formed for the benefit of eligible employees of BlackRock,
Inc. and its affiliates (``Partnerships'') from certain provisions of
the Act. Each Partnership will be an ``employees' securities company''
within the meaning of section 2(a)(13) of the Act. Applicants:
BlackRock, Inc. (``BlackRock''), BlackRock Energy Opportunity
(Employees) Fund, L.P. (the ``Energy Fund''), Vesey Street Employee
Fund IV, L.P. (the ``Vesey Street Fund''), BlackRock Energy Opportunity
Fund GP, LLC (the ``Energy Fund GP''), BlackRock DivPEP IV, LLC (the
``Vesey Street Fund GP''), BlackRock Capital Management, Inc.
(``BCM''), and BlackRock Investment Management, LLC (``BIM'').

DATES: The application was filed on April 23, 2007, and amended on June
29, 2010, January 15, 2013, May 17, 2013, October 17, 2013, April 3,
2014, and November 19, 2014.
    Hearing or Notification of Hearing: An order granting the
application 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 December 15, 2014, 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 writing to the
Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street NE., Washington, DC 20549-1090; Applicants, 40 East 52nd Street,
New York, NY 10022.

FOR FURTHER INFORMATION CONTACT: Deepak T. Pai, Senior Counsel, at
(202) 551-6876, or Mary Kay Frech, Branch Chief, at<PHONE_NUMBER>
(Division of Investment Management, Chief Counsel's Office).

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's name box, at http://www.sec.gov/search/search.htm
or by calling<PHONE_NUMBER>.
Applicants' Representations
    1. BlackRock, a Delaware corporation, and its affiliates provide
investment management, risk management and advisory services to
institutional and retail clients around the world.
    2. The Partnerships have been or will be established primarily for
the benefit of key employees of BlackRock or of any affiliate within
the meaning of rule 12b-2 under the Securities Exchange Act of 1934
(the ``1934 Act'') of BlackRock (all such affiliates are subsidiaries
of BlackRock, and together with BlackRock are referred to collectively
as the ``BlackRock Group'' and individually as a ``BlackRock Group
entity'') as part of a program designed to create capital building
opportunities that are competitive with those at other financial
services firms and to facilitate the BlackRock Group's recruitment of
high caliber professionals. Each of the Partnerships will be structured
as a limited liability company, limited partnership, corporation,
business trust or other entity organized under the laws of the state of
Delaware or another U.S. or non-U.S. jurisdiction or any other
``issuer'' (as defined in section 2(a)(22) of the Act). Each
Partnership will be an ``employees' securities company'' within the
meaning of section 2(a)(13) of the Act and will operate as a
diversified or non-diversified closed-end management investment
company.
    3. The Energy Fund was formed on April 9, 2007 as a Delaware
limited partnership. The Energy Fund GP acts as General Partner (as
defined below) to the Energy Fund. The Energy Fund invests concurrently
with BlackRock Energy Opportunity Master Fund, L.P., a BlackRock Third
Party Fund (as defined below), which seeks to achieve long term capital
appreciation through various types of non-control investments in
companies primarily engaged in the energy and natural resource
industries. The Energy Fund is no longer accepting additional
investors. BCM, an indirect wholly-owned subsidiary of BlackRock,
serves as Investment Adviser (as defined below) for the Energy Fund and
provides portfolio management, research and administrative services for
the Energy Fund. The Vesey Street Fund was formed on November 3, 2008
as a Delaware limited partnership. The Vesey Street Fund GP acts as
General Partner to the Vesey Street Fund. The Vesey Street Fund invests
concurrently with Vesey Street Fund IV, L.P., a BlackRock Third Party
Fund, and other

associated BlackRock Group entities to give investors globally
diversified exposure to the private equity asset class. The Vesey
Street Fund is no longer accepting additional investors. BIM, an
indirect, wholly-owned subsidiary of BlackRock, serves as Investment
Adviser of the Vesey Street Fund and provides portfolio management,
research and administrative services for the Vesey Street Fund.
    4. The BlackRock Group will control the Partnerships within the
meaning of section 2(a)(9) of the Act. The General Partner of each
Partnership is or will be a BlackRock Group entity.\1\ Each BlackRock
Group entity acting as an investment adviser to a Partnership,
including, if applicable, the General Partner (each, an ``Investment
Adviser'') will be registered as an investment adviser under the
Investment Advisers Act of 1940, if required under applicable law. The
General Partner will manage, operate and control each of the
Partnerships and will be authorized to delegate investment management
responsibility with respect to the acquisition, management and
disposition of the investments of a Partnership (``Portfolio
Investments'') only to a BlackRock Group entity or to a committee of
BlackRock Group employees (``Investment Committee'').
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    \1\ The term ``General Partner'' refers to any BlackRock Group
entity that acts as the general partner, manager or the equivalent
of a Partnership.
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    5. All partners or members of, or other investors in
(``Partners''), the Partnerships other than the applicable general
partner (the ``Limited Partners'') will be informed that (i) interests
in the Partnerships will be sold in transactions exempt under section
4(2) of the Securities Act of 1933 (the ``1933 Act''), or Regulation D
under the 1933 Act and thus offered without registration under, and
without the protections afforded by the 1933 Act, and (ii) the
Partnerships will be exempt from most provisions of the Act and from
the protections afforded thereby. With the exception of Plan Interest
Holders (as defined below), Limited Partner interests, membership
interests or similar ownership interests in Partnerships
(``Interests'') will be sold only (i) to Eligible Employees (as defined
below), (ii) at the request of Eligible Employees and in the discretion
of the General Partner, to Qualified Participants (as defined below) of
such Eligible Employees and (iii) to BlackRock Group entities. Prior to
offering Interests to an Eligible Employee or Qualified Participant,
the General Partner must reasonably believe that each Eligible Employee
who participates, or requests that a related Qualified Participant be
permitted to participate, in a Partnership will be a sophisticated
investor capable of understanding and evaluating the risks of
participating in the Partnership without the benefit of regulatory
safeguards. In the case of a Consultant (as defined below) that is an
entity, the General Partner will make this determination with respect
to the persons who make the investment decision on behalf of the
Consultant. Participation in a Partnership will be voluntary on the
part of Eligible Employees and Qualified Participants.
    6. An ``Eligible Employee'' is either (a) an individual who (i) is
a current or former employee, officer or director \2\ or current
Consultant of any member of the BlackRock Group and (ii) except for a
limited number of Sophisticated Employees \3\ (as defined below) and
certain individuals who meet the definition of ``knowledgeable
employee'' in rule 3c-5(a)(4) under the Act as if the Partnerships were
``Covered Companies'' within the meaning of the rule (``Managing
Employees''), meets the standards of an ``accredited investor'' under
rule 501(a) of Regulation D or (b) an entity that (i) is a current
Consultant of the BlackRock Group and (ii) meets the standards of an
``accredited investor'' under rule 501(a) of Regulation D.
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    \2\ In order for a current or former officer or director of any
member of the BlackRock Group to be an ``Eligible Employee,'' such
current or former officer or director must be an employee or former
employee of a BlackRock Group entity.
    \3\ A ``Sophisticated Employee'' is an employee that (a) has a
graduate degree in business, law or accounting, (b) has a minimum of
five years of consulting, investment banking or similar business
experience, and (c) has had reportable income from all sources of at
least $100,000 in each of the two most recent years and a reasonable
expectation of income from all sources of at least $140,000 in each
year in which such person will be committed to make investments in a
Partnership. In addition, a Sophisticated Employee will not be
permitted to invest in any year more than 10% of his or her income
from all sources for the immediately preceding year in the aggregate
in such Partnership and in all other Partnerships in which he or she
has previously invested. With respect to any Partnership, up to 35
employees may be permitted to invest in the Partnership if, at the
time of the employee's investment in the Partnership, he or she is a
Managing Employee or a Sophisticated Employee; provided, however,
that if a Managing Employees meets the standards of an ``accredited
investor'' under rule 501(a) of Regulation D, such Managing Employee
will not be counted toward this 35 employee limit.
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    7. In the discretion of the General Partner and at the request of
an Eligible Employee, Interests may be assigned by such Eligible
Employee, or sold directly by the Partnership, to a Qualified
Participant of an Eligible Employee. In order to qualify as a
``Qualified Participant,'' an individual or entity must (i) be an
Eligible Family Member or Qualified Investment Vehicle (in each case as
defined below) and (ii) if purchasing an Interest from a Partnership,
come within one of the categories of an ``accredited investor'' under
rule 501(a) of Regulation D. An ``Eligible Family Member'' is a spouse,
parent, child, spouse of a child, brother, sister or grandchild of an
Eligible Employee, including step and adoptive relationships. A
``Qualified Investment Vehicle'' is (i) a trust of which the trustee,
grantor and/or beneficiary is an Eligible Employee, (ii) a partnership,
corporation or other entity controlled by an Eligible Employee, or
(iii) a trust or other entity established solely for the benefit of an
Eligible Employee and/or one or more Eligible Family Members of an
Eligible Employee.
    8. Certain employees of the BlackRock Group who do not qualify as
Eligible Employees may receive Interests as part of an employee benefit
plan without payment in order to reward and retain these employees
(``Plan Interest Holders''). The Partnerships will not register
Interests awarded to Plan Interest Holders under the 1933 Act in
reliance on an opinion of counsel that the awards of Interests are not
sales within the meaning of section 2(a)(3) of the 1933 Act. No relief
from the provisions of the 1933 Act is requested by the BlackRock Group
with respect to the award of Interests to Plan Interest Holders. Plan
Interest Holders will not be required to meet the sophistication and
salary requirements to which Eligible Employees are subject.
    9. It is anticipated that, at the discretion of the General
Partner, consultants or business or legal advisors of the BlackRock
Group (``Consultants'') may be offered the opportunity to participate
in the Partnerships, either directly or through a Qualified Participant
of such consultant or advisor. In order to participate in the
Partnerships, Consultants must be currently engaged by the BlackRock
Group and will be required to be sophisticated investors who qualify as
``accredited investors'' under rule 501(a) of Regulation D. If a
Consultant is an entity (such as, for example, a law firm or consulting
firm), and the Consultant proposes to invest in the Partnership through
a partnership, corporation or other entity that is controlled by the
Consultant, the individual participants in such partnership,
corporation or other entity will be limited to senior level employees,
members or partners of the Consultant who are responsible for the
activities of the Consultant or the activities of the Consultant in
relation to

the BlackRock Group and will be required to qualify as ``accredited
investors'' under rule 501(a) of Regulation D.
    10. Once a Consultant's engagement with the BlackRock Group is
terminated, or once an Eligible Family Member of an Eligible Employee
ceases to be an Eligible Family Member, as of the date of such
termination or cessation, such Consultant and its Qualified
Participants, if any, or such Eligible Family Member, will not be
permitted to contribute any additional capital to a Partnership and the
existing Interests of such Consultant and its Qualified Participants,
if any, or such Eligible Family Member, will (i) to the extent the
governing documents of a Partnership provide for periodic redemptions
in the ordinary course, be redeemed as of the next regularly scheduled
redemption date and (ii) to the extent the governing documents of a
Partnership do not provide for such periodic redemptions (e.g., as a
result of the vehicle primarily investing in illiquid investments), be
retained.
    11. If the General Partner elects to recommend that a Partnership
enter into any side-by-side investment with an unaffiliated entity, the
General Partner will be permitted to engage as a sub-investment adviser
the unaffiliated entity (an ``Unaffiliated Subadviser''), which will be
responsible for the management of such side-by-side investment. If an
Unaffiliated Subadviser is entitled to receive a carried interest, it
may also act as an additional General Partner of a Partnership solely
in order to address certain tax issues relating to such carried
interest. In all such instances, however, a BlackRock Group entity will
also be a General Partner of the Partnership and will have exclusive
responsibility for making the determinations required to be made by the
General Partner. No Unaffiliated Subadviser will beneficially own any
outstanding securities of any Partnership.
    12. The terms of a Partnership will be fully disclosed to each
Eligible Employee or Qualified Participant (or person making the
investment decision on behalf of the Qualified Participant) at the time
the Eligible Employee or Qualified Participant is invited to
participate in the Partnership, or to a Plan Interest Holder at the
time he or she receives an Interest. Each Eligible Employee, Qualified
Participant (or person making the investment decision on behalf of the
Qualified Participant) or Plan Interest Holder will be furnished with a
copy of the partnership agreement or other organizational document
(``Partnership Agreement''). The Partnership Agreement will set forth
whether a Limited Partner's Interests are subject to forfeiture upon
termination of the relationship of the Limited Partner (or relevant
Eligible Employee) to the BlackRock Group or the employment of the
Limited Partner (or relevant Eligible Employee) by a competitor to the
BlackRock Group or otherwise and, if such forfeiture provisions exist,
the terms of the repurchase or cancellation of the Limited Partner's
Interests. Upon any repurchase, cancellation or forfeiture of a former
Limited Partner's Interest, the Limited Partner will at a minimum be
paid the lesser of (i) the amount actually paid by or (subject to any
vesting requirements) on behalf of the Limited Partner to acquire the
Interest (plus interest, as reasonably determined by the General
Partner) less any amounts paid to the Limited Partner as distributions,
and (ii) the fair value, determined at the time of repurchase in good
faith by the General Partner, of such Interest.
    13. Each Partnership will send its Partners annual financial
statements within 120 days after the end of the fiscal year of the
Partnership or as soon as practicable thereafter or, in the case of a
Partnership that is a fund of funds,\4\ within 180 days after the end
of the fiscal year of the Partnership. The financial statements of each
Partnership will be audited by independent certified public
accountants,\5\ except in the case of Partnerships formed to make a
single Portfolio Investment.\6\ In addition, to enable Limited Partners
to determine the U.S. federal income tax consequences of their
investments, as soon as practicable after end of each tax year of a
Partnership, a report will be transmitted to each Partner showing such
Partner's share of income, gains, losses, credits, deductions, and
other tax items for U.S. federal income tax purposes, resulting from
the Partnership's operations during that year.
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    \4\ A fund of funds is a pooled investment vehicle that invests
10 percent or more of its total assets in other pooled investment
vehicles that are not, and are not advised by, a related person (as
defined in Form ADV) of the pool, its general partner, or its
adviser.
    \5\ For purposes of this requirement, ``audit'' shall have the
meaning defined in rule 1-02(d) of Regulation S-X.
    \6\ In such cases, audited financial statements will be prepared
for either the Partnership or the entity that is the subject of the
Portfolio Investment.
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    14. Interests in the Partnerships will be non-transferable except
with the prior written consent of the General Partner, and, in any
event, no person or entity will be admitted into a Partnership as a
Partner or allowed to continue to hold an Interest unless such person
is (i) an Eligible Employee, (ii) a Plan Interest Holder, (iii) a
Qualified Participant of an Eligible Employee or (iv) a BlackRock Group
entity. The Interests in the Partnerships will be sold without a sales
load.
    15. It is possible that an investment program may be structured in
which a Partnership will co-invest in a portfolio company (or a pooled
investment vehicle) with the BlackRock Group or with an investment fund
or separate account,\7\ organized primarily for the benefit of
investors that are not affiliated with the BlackRock Group (``Third
Party Investors'') and over which a BlackRock Group entity exercises
investment discretion or which is sponsored by a BlackRock Group entity
(a ``BlackRock Third Party Fund''). Co-investments with a BlackRock
Third Party Fund or with a BlackRock Group entity in a transaction in
which the BlackRock Group's investment was made pursuant to a
contractual obligation to a BlackRock Third Party Fund will not be
subject to condition 3 below. All other side-by-side investments held
by BlackRock Group entities will be subject to the restrictions
contained in condition 3.
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    \7\ A separate account refers to an account of an affiliated
insurance company, trust company or similar entity where under
applicable state or other law such separate account provides special
rights or other special treatment for separate account holders that
are distinguishable from the rights of the entity's general account.
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    16. Subject to the terms of the applicable Partnership Agreement
and the application, a Partnership will be permitted to enter into
transactions involving (i) a BlackRock Group entity, (ii) a portfolio
company, (iii) any Partner or person or entity affiliated with a
Partner, (iv) a BlackRock Third Party Fund, or (v) any Third Party
Investor. With regard to any such transactions that are Section 17
Transactions (as defined below), the General Partner must make the
findings and comply with the recordkeeping requirements of condition 1.
    17. Applicants state that a Partnership's investments may be made
on a side-by-side basis with BlackRock Group entities or indirectly
through pooled investment vehicles (including private funds relying on
sections 3(c)(1) and 3(c)(7) of the Act and funds relying on section
3(c)(5) of the Act) \8\ and/or registered investment companies

sponsored by the BlackRock Group or by third parties. One Partnership
may invest in another Partnership in a ``master-feeder'' or similar
structure. A Partnership will not acquire any security issued by a
registered investment company if, immediately after the acquisition,
such Partnership will own more than 3% of the outstanding voting stock
of the registered investment company.
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    \8\ Applicants are not requesting any exemption from any
provision of the Act or any rule thereunder that may govern a
Partnership's eligibility to invest in a Portfolio Investment
relying on section 3(c)(1) or 3(c)(7) of the Act or the Portfolio
Investment's status under the Act.
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Applicants' Legal Analysis
    1. Section 6(b) of the Act provides, in part, that the Commission
will exempt employees' securities companies from the provisions of the
Act if and to the extent that the exemption is consistent with the
protection of investors. Section 6(b) provides that the Commission will
consider, in determining the provisions of the Act from which the
company should be exempt, the company's form of organization and
capital structure, the persons owning and controlling its securities,
the price of the company's securities and the amount of any sales load,
how the company's funds are invested, and the relationship between the
company and the issuers of the securities in which it invests. Section
2(a)(13) defines an employees' securities company, in relevant part, as
any investment company all of whose securities (other than short-term
paper) are beneficially owned (a) by current or former employees, or
persons on retainer, of one or more affiliated employers, (b) by
immediate family members of such persons, or (c) by such employer or
employers together with any of the persons in (a) or (b).
    2. Section 7 of the Act generally prohibits investment companies
that are not registered under section 8 of the Act from selling or
redeeming their securities. Section 6(e) of the Act provides that, in
connection with any order exempting an investment company from any
provision of section 7, certain provisions of the Act, as specified by
the Commission, will be applicable to the company and other persons
dealing with the company as though the company were registered under
the Act. Applicants request an order under sections 6(b) and 6(e) of
the Act exempting the Partnerships from all provisions of the Act, and
the rules and regulations thereunder, except sections 9, 17, 30, 36
through 53 and the rules and regulations under those sections. With
respect to sections 17(a), (d), (e), (f), (g) and (j) and 30(a), (b),
(e) and (h) of the Act, and the rules and regulations thereunder, and
rule 38a-1 under the Act, applicants request a limited exemption as set
forth in the application.
    3. Section 17(a) generally prohibits any affiliated person of a
registered investment company, or any affiliated person of an
affiliated person, acting as principal, from knowingly selling or
purchasing any security or other property to or from the investment
company. Applicants request an exemption from section 17(a) to the
extent necessary to permit a BlackRock Group entity or a BlackRock
Third Party Fund (or any affiliated person of such entity or BlackRock
Third Party Fund), or any affiliated person of a Partnership (or
affiliated persons of such persons), acting as principal, to engage in
any transaction directly or indirectly with any Partnership or any
company controlled by such Partnership. Applicants state that the
relief is requested to permit each Partnership the flexibility to deal
with its Portfolio Investments in the manner the General Partner deems
most advantageous to all Limited Partners in the Partnership, including
borrowing funds from a BlackRock Group entity, restructuring its
Portfolio Investments, having its Portfolio Investments redeemed,
tendering such Partnership's securities or negotiating options or
implementing exit strategies with respect to its Portfolio Investments.
Applicants state the requested exemption is sought to ensure that a
BlackRock Third Party Fund or a Third Party Investor will not directly
or indirectly become subject to a burden, restriction, or other adverse
effect by virtue of a Partnership's participation in an investment
opportunity.
    4. Applicants submit that an exemption from section 17(a) is
consistent with the policy of each Partnership and the protection of
investors and is necessary to promote the basic purpose of such
Partnership. Applicants state that the Limited Partners in each
Partnership will be fully informed of the possible extent of
Partnership's dealings with the BlackRock Group and of the potential
conflicts of interest that may exist. As professionals employed in the
investment management and securities businesses, the Limited Partners
will be able to understand and evaluate the attendant risks. Applicants
assert that the community of interest among the Limited Partners in
each Partnership and the BlackRock Group is the best insurance against
any risk of abuse. Applicants acknowledge that the requested relief
will not extend to any transactions between a Partnership and an
Unaffiliated Subadviser or an affiliated person of the Unaffiliated
Subadviser, or between a Partnership and any person who is not an
employee, officer or director of the BlackRock Group or is an entity
outside of the BlackRock Group and is an affiliated person of the
Partnership as defined in section 2(a)(3)(E) of the Act (``Advisory
Person'') or any affiliated person of such person. In addition,
applicants on behalf of the Partnerships represent that any
transactions otherwise subject to section 17(a) of the Act, for which
exemptive relief has not been requested, would require approval of the
Commission.
    5. Section 17(d) of the Act and rule 17d-1 under the Act prohibit
any affiliated person of a registered investment company, or any
affiliated person of such person, acting as principal, from
participating in any joint arrangement with the company unless
authorized by the Commission. Applicants request relief to permit
affiliated persons of each Partnership or affiliated persons of such
persons to participate in, or effect any transaction in connection
with, any joint enterprise or joint arrangement or profit-sharing plan
in which such Partnership or a company controlled by the Partnership is
a participant. Applicants acknowledge that the requested relief will
not extend to any transaction in which an Unaffiliated Subadviser or an
Advisory Person or an affiliated person of either has an interest.
    6. Applicants assert that compliance with section 17(d) would cause
a Partnership to forego investment opportunities simply because a
Limited Partner or any other affiliated person of such Partnership (or
any affiliated person of such a person) also had, or contemplated
making, a similar investment. Applicants further assert that attractive
investment opportunities of the types considered by a Partnership often
require each participant in the transaction to make funds available in
an amount that may be substantially greater than those the Partnership
would be able to provide on its own. Applicants contend that, as a
result, the only way in which a Partnership may be able to participate
in such opportunities may be to co-invest with other persons, including
its affiliates. Applicants assert that the flexibility to structure co-
investments and joint investments will not involve abuses of the type
section 17(d) and rule 17d-1 were designed to prevent.
    7. Co-investments with a BlackRock Third Party Fund, or with a
BlackRock Group entity in a transaction in which the BlackRock Group's
investment was made pursuant to a contractual obligation to a BlackRock
Third Party Fund, will not be subject to condition 3 below. All other
side-by-side

investments held by BlackRock Group entities will be subject to
condition 3. Applicants assert that in structuring a BlackRock Third
Party Fund, it is common for the unaffiliated investors of such fund to
require that the BlackRock Group invests its own capital in BlackRock
Third Party Funds' investments, and that such BlackRock Group
investments be subject to similar terms as those applicable to the
BlackRock Third Party Fund's investments. Applicants state that it is
important that the interests of the BlackRock Third Party Fund take
priority over the interests of the Partnerships, and that the
activities of the BlackRock Third Party Fund not be burdened or
otherwise affected by activities of the Partnerships.
    8. Section 17(e) of the Act and rule 17e-1 under the Act limit the
compensation an affiliated person may receive when acting as agent or
broker for a registered investment company. Applicants request an
exemption from section 17(e) to permit a BlackRock Group entity
(including the General Partner) that acts as an agent or broker to
receive placement fees, advisory fees, brokerage fees, or other
compensation from a Partnership in connection with the purchase or sale
by the Partnership of securities, provided that the fees or other
compensation are deemed ``usual and customary.'' Applicants state that
for purposes of the application, fees or other compensation that are
charged or received by a BlackRock Group entity will be deemed ``usual
and customary'' only if (a) the Partnership is purchasing or selling
securities alongside other unaffiliated third parties, including
BlackRock Third Party Funds or Third Party Investors, (b) the fees or
compensation being charged to the Partnership are also being charged to
the unaffiliated third parties, BlackRock Third Party Funds or Third
Party Investors, and (c) the amount of securities being purchased or
sold by the Partnership does not exceed 50% of the total amount of
securities being purchased or sold by the Partnership and the
unaffiliated third parties, BlackRock Third Party Funds or Third Party
Investors. Applicants assert that, because the BlackRock Group does not
wish to appear to be favoring the Partnerships, compliance with section
17(e) would prevent a Partnership from participating in transactions
where the Partnership is being charged lower fees than unaffiliated
third parties. Applicants assert that the fees or other compensation
paid by a Partnership to a BlackRock Group entity will be the same as
those negotiated at arm's length with unaffiliated third parties.
    9. Rule 17e-1(b) under the Act requires that a majority of
directors who are not ``interested persons'' (as defined in section
2(a)(19) of the Act) take actions and make approvals regarding
commissions, fees, or other remuneration. Rule 17e-1(c) under the Act
requires each investment company relying on the rule to satisfy the
fund governance standards defined in rule 0-1(a)(7) under the Act.
Applicants request an exemption from rule 17e-1 to the extent necessary
to permit each Partnership to comply with the rule without having a
majority of the directors of the Partnership who are not interested
persons take actions and make determinations as set forth in paragraph
(b) of the rule, and without having to satisfy the standards set forth
in paragraph (c) of the rule. Applicants state that because all the
directors of the General Partner will be affiliated persons, without
the relief requested, a Partnership could not comply with rule 17e-1.
Applicants state that each Partnership will comply with rule 17e-1 by
having a majority of the directors of the Partnership or the General
Partner take actions and make approvals as set forth in the rule.
Applicants state that each Partnership will otherwise comply with rule
17e-1.
    10. Section 17(f) of the Act provides that the securities and
similar investments of a registered management investment company must
be placed in the custody of a bank, a member of a national securities
exchange or the company itself in accordance with Commission rules.
Rule 17f-1 under the Act specifies the requirements that must be
satisfied for a registered management investment company to maintain
custody of its securities and similar investments with a company that
is a member of a national securities exchange. Applicants request
relief from section 17(f) and subsections (a), (b) (to the extent such
subsection refers to contractual requirements), (c) and (d) of rule
17f-1 under the Act to permit a BlackRock Group entity to act as
custodian for a Partnership's assets without a written contract and to
permit ratification of that arrangement by members of the governing
body of the General Partner or Investment Adviser, if applicable, of
the Partnership in lieu of ratification by the governing body of the
Partnership. In addition, an exemption is requested from the terms of
rule 17f-1(b)(4) that an independent accountant periodically verify the
Partnership's assets held by the custodian, and from the terms of rule
17f-1(c) that requires the Partnership to transmit to the Commission a
copy of any contract pursuant to rule 17f-1. Applicants state that,
because of the community of interest between the Partnerships and the
BlackRock Group, applicants do not believe these requirements are
warranted. Applicants will comply with rule 17f-1(d) provided that
ratification by the General Partner or Investment Adviser, if
applicable, of a Partnership will be deemed to be ratification by a
majority of the governing body of the Partnership. Except as set forth
above, each Partnership will otherwise comply with all the provisions
of rule 17f-1.
    11. Rule 17f-2 under the Act specifies the requirements that must
be satisfied for a registered management investment company to act as a
custodian of its own investments. Applicants request an exemption from
section 17(f) and rule 17f-2 to permit the following exceptions from
the requirements of rule 17f-2: (a) A Partnership's investments may be
kept in the locked files of the General Partner or the Investment
Adviser for purposes of paragraph (b) of the rule; (b) for purposes of
paragraph (d) of the rule, (i) employees of the BlackRock Group will be
deemed to be employees of the Partnerships, (ii) officers or managers
of the General Partner of a Partnership will be deemed to be officers
of the Partnership, and (iii) the General Partner or its board of
directors will be deemed to be the board of directors of the
Partnership; and (c) in place of the verification procedure under
paragraph (f) of the rule, verification will be effected quarterly by
two employees of the General Partner who are also employees of the
BlackRock Group responsible for the administrative, legal and/or
compliance functions for funds managed or sponsored by the BlackRock
Group and who have specific knowledge of custody requirements, policies
and procedures of the Partnerships. With respect to certain
Partnerships, applicants expect that many of their investments may be
evidenced only by partnership agreements, participation agreements or
similar documents, rather than by negotiable certificates that could be
misappropriated. Applicants assert that, for such a Partnership, these
instruments are most suitably kept in the files of the General Partner
or its Investment Adviser, where they can be referred to as necessary.
Applicants will comply with all other provisions of rule 17f-2.
    12. Section 17(g) of the Act and rule 17(g)-1 under the Act
generally require the bonding of officers and employees of a registered
investment company who have access to its securities or funds.

Rule 17g-1 requires that a majority of the directors who are not
``interested persons'' of a registered investment company take certain
actions and give certain approvals relating to the fidelity bonding.
Rule 17g-1(g) sets forth certain materials relating to the fidelity
bond that must be filed with the Commission and certain notices
relating to the fidelity bond that must be given to each member of the
investment company's board of directors. Rule 17g-1(h) provides that an
investment company must designate one of its officers to make the
filings and give the notices required by paragraph (g). Rule 17g-1(j)
exempts a joint insured bond provided and maintained by an investment
company and one or more parties from section 17(d) of the Act and the
rules thereunder. Rule 17g-1(j)(3) requires that the board of directors
of an investment company satisfy the fund governance standards defined
in rule 0-1(a)(7). Because all the directors of the General Partner or
other governing body of the General Partner will be affiliated persons,
without the relief requested, a Partnership could not comply with rule
17g-1. Applicants request an exemption from rule 17g-1 to the extent
necessary to permit each Partnership to comply with rule 17g-1 by
having the General Partner of the Partnership take such actions and
make such approvals as are set forth in rule 17g-1. Applicants also
request an exemption from the requirements of rule 17g-1(g) and (h)
relating to the filing of copies of fidelity bonds and related
information with the Commission and the provision of notices to the
board of directors and from the requirements of rule 17g-1(j)(3). The
General Partner of the Partnership will maintain the materials
otherwise required to be filed with the Commission by rule 17g-1(g) and
all such material will be subject to examination by the Commission and
its staff. The General Partner of the Partnership will designate a
person to maintain the records otherwise required to be filed with the
Commission under rule 17g-1(g). Applicants state that the fidelity bond
of the Partnerships will cover all employees of the BlackRock Group who
have access to the securities or funds of the Partnerships. Each
Partnership will comply with all other requirements of rule 17g-1.
    13. Section 17(j) of the Act and paragraph (b) of rule 17j-1 under
the Act make it unlawful for certain enumerated persons to engage in
fraudulent or deceptive practices in connection with the purchase or
sale of a security held or to be acquired by a registered investment
company. Rule 17j-1 also requires that every registered investment
company adopt a written code of ethics and that every access person of
a registered investment company report personal securities
transactions. Applicants request an exemption from the provisions of
rule 17j-1, except for the anti-fraud provisions of paragraph (b),
because they are unnecessary and burdensome as applied to the
Partnerships. The relief requested will extend only to entities within
the BlackRock Group and is not requested with respect to any
Unaffiliated Subadviser or Advisory Person.
    14. Applicants request an exemption from the requirements in
sections 30(a), 30(b), and 30(e) of the Act, and the rules under those
sections, that registered investment companies prepare and file with
the Commission and mail to their shareholders certain periodic reports
and financial statements. Applicants contend that the forms prescribed
by the Commission for periodic reports have little relevance to a
Partnership and would entail administrative and legal costs that
outweigh any benefit to the Limited Partners of the Partnership.
Applicants request relief to the extent necessary to permit each
Partnership to report annually to its Limited Partners. Applicants also
request an exemption from section 30(h) of the Act to the extent
necessary to exempt (i) the General Partner and Investment Adviser of
each Partnership, (ii) directors, officers, or any affiliated persons
of the General Partner and Investment Adviser, (iii) the members of any
Investment Committee or board of managers or directors of a
Partnership, (iv) any other persons who may be deemed to be members of
an advisory board of a Partnership, and (v) any BlackRock Group entity
or other Limited Partner who may be deemed to be a beneficial owner of
10% or greater of the outstanding securities of a Partnership, from
filing Forms 3, 4, and 5 under section 16(a) of the 1934 Act with
respect to their ownership of Interests. Applicants assert that,
because there will be no trading market and the transfers of Interests
will be severely restricted, these filings are unnecessary for the
protection of investors and burdensome to those required to make them.
    15. Rule 38a-1 requires investment companies to adopt, implement
and periodically review written policies reasonably designed to prevent
violation of the federal securities laws and to appoint a chief
compliance officer. Each Partnership will comply will rule 38a-1(a),
(c) and (d), except that (a) because the Partnership does not have a
board of directors, the board of directors of the General Partner will
fulfill the responsibilities assigned to the Partnership's board of
directors under the rule, (b) because the board of directors or other
governing body of the General Partner does not have any disinterested
members, approval by a majority of the disinterested board members
required by rule 38a-1 will not be obtained, and (c) because the board
of directors or other governing body of the General Partner does not
have any independent members, the Partnerships will comply with the
requirement in rule 38a-1(a)(4)(iv) that the chief compliance officer
meet with the independent directors by having the chief compliance
officer meet with the board of directors or other governing body of the
General Partner as constituted.
Applicants' Conditions
    Applicants agree that any order granting the requested relief will
be subject to the following conditions:
    1. Each proposed transaction otherwise prohibited by section 17(a)
or section 17(d) and rule 17d-1 to which a Partnership is a party (the
``Section 17 Transactions'') will be effected only if the General
Partner determines that:
    (a) the terms of the Section 17 Transaction, including the
consideration to be paid or received, are fair and reasonable to the
Partnership and the Partners and do not involve overreaching of such
Partnership or its Partners on the part of any person concerned; and
    (b) the Section 17 Transaction is consistent with the interests of
the Partnership and the Partners, such Partnership's organizational
documents and such Partnership's reports to its Partners.
    In addition, the General Partner will record and preserve a
description of all Section 17 Transactions, the General Partner's
findings, the information or materials upon which the General Partner's
findings are based and the basis for such findings. All such records
will be maintained for the life of the Partnership and at least six
years thereafter, and will be subject to examination by the Commission
and its staff. Each Partnership will preserve the accounts, books and
other documents required to be maintained in an easily accessible place
for the first two years.
    2. The General Partner will adopt, and periodically review and
update, procedures designed to ensure that reasonable inquiry is made,
prior to the consummation of any Section 17 Transaction, with respect
to the possible involvement in the transaction of any

affiliated person or promoter of or principal underwriter for such
Partnership, or any affiliated person of such a person, promoter or
principal underwriter.
    3. The General Partner will not cause the funds of any Partnership
to be invested in any investment in which a ``Co-Investor'' (as defined
below) has acquired or proposes to acquire the same class of securities
of the same issuer, where the investment involves a joint enterprise or
other joint arrangement within the meaning of rule 17d-1 in which the
Partnership and a Co-Investor are participants, unless prior to such
investment any such Co-Investor agrees, prior to disposing of all or
part of its investment, to: (a) Give the General Partner sufficient,
but not less than one day's, notice of its intent to dispose of its
investment; and (b) refrain from disposing of its investment unless the
Partnership has the opportunity to dispose of the Partnership's
investment prior to or concurrently with, on the same terms as, and on
a pro rata basis with, the Co-Investor. The term ``Co-Investor'' with
respect to any Partnership means any person who is: (a) An ``affiliated
person'' (as defined in section 2(a)(3) of the Act) of the Partnership
(other than a BlackRock Third Party Fund); (b) the BlackRock Group
(except when a BlackRock Group entity co-invests with a Partnership and
a BlackRock Third Party Fund pursuant to a contractual obligation to
the BlackRock Third Party Fund); (c) an officer or director of a
BlackRock Group entity; (d) an entity (other than a BlackRock Third
Party Fund) in which the BlackRock Group acts as a general partner or
has a similar capacity to control the sale or other disposition of the
entity's securities. The restrictions contained in this condition,
however, shall not be deemed to limit or prevent the disposition of an
investment by a Co-Investor: (a) To its direct or indirect wholly-owned
subsidiary, to any company (a ``parent'') of which the Co-Investor is a
direct or indirect wholly-owned subsidiary or to a direct or indirect
wholly-owned subsidiary of its parent; (b) to immediate family members
of the Co-Investor, including step or adoptive relationships, or a
trust or other investment vehicle established for any Co-Investor or
any such family member; or (c) when the investment is comprised of
securities that are (i) listed on a national securities exchange
registered under section 6 of the 1934 Act; (ii) NMS stocks, pursuant
to section 11A(a)(2) of the 1934 Act and rule 600(b) of Regulation NMS
thereunder; (iii) government securities as defined in section 2(a)(16)
of the Act; (iv) ``Eligible Securities'' as defined in rule 2a-7 under
the Act, or (v) listed or traded on any foreign securities exchange or
board of trade that satisfies regulatory requirements under the law of
the jurisdiction in which such foreign securities exchange or board of
trade is organized similar to those that apply to a national securities
exchange or a national market system for securities.
    4. Each Partnership and its General Partner will maintain and
preserve, for the life of such Partnership and at least six years
thereafter, such accounts, books, and other documents as constitute the
record forming the basis for the audited financial statements that are
to be provided to the Limited Partners in such Partnership, and each
annual report of such Partnership required to be sent to such Limited
Partners, and agree that all such records will be subject to
examination by the Commission and its staff. Each Partnership will
preserve the accounts, books and other documents required to be
maintained in an easily accessible place for the first two years.
    5. Within 120 days after the end of the fiscal year of the
Partnership or as soon as practicable thereafter or, in the case of a
Partnership that is a fund of funds, within 180 days after the end of
the fiscal year of the Partnership, the General Partner of each
Partnership will send to each Limited Partner in such Partnership who
had an interest in any capital account of the Partnership, at any time
during the fiscal year then ended, Partnership financial statements
audited by the Partnership's independent accountants, except in the
case of a Partnership formed to make a single Portfolio Investment. In
such cases, financial statements will be unaudited, but each Limited
Partner will receive financial statements of the single Portfolio
Investment audited by such entity's independent accountants. At the end
of each fiscal year and at other times as necessary in accordance with
customary practice, the General Partner will make a valuation or have a
valuation made of all of the assets of the Partnership as of the fiscal
year end. In addition, as soon as practicable after the end of each tax
year of a Partnership, the General Partner of such Partnership will
send a report to each person who was a Limited Partner in such
Partnership at any time during the fiscal year then ended, setting
forth such tax information as shall be necessary for the preparation by
the Limited Partner of his, her or its U.S. federal and state income
tax returns and a report of the investment activities of the
Partnership during that fiscal year.
    6. If a Partnership makes purchases or sales from or to an entity
affiliated with the Partnership by reason of an officer, director or
employee of the BlackRock Group (a) serving as an officer, director,
general partner or investment adviser of the entity, or (b) having a 5%
or more investment in the entity, such individual will not participate
in the Partnership's determination of whether or not to effect the
purchase or sale.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-27980 Filed 11-25-14; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 74, Number 132 (Monday, July 13, 2009)]
[Notices]
[Page 33451]
[FR Doc No: E9-16657]

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DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2009-N-0284]

Food and Drug Administration Regulation and Licensure of Whole
Blood and Blood Components, Including Source Plasma; Public Workshop;
Request for Comments

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice of public workshop; request for comments.

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    The Food and Drug Administration (FDA) is announcing a public
workshop entitled ``FDA Regulation and Licensure of Whole Blood and
Blood Components, Including Source Plasma.'' The purpose of the
workshop is to educate industry on the licensure requirements and
license application procedures for Whole Blood and blood components,
including Source Plasma, and request comments on this topic.
    Dates and Time: The public workshop will be held on September 15,
2009, from 8 a.m. to 5:30 p.m. and September 16, 2009, from 8 a.m. to 4
p.m.
    Location: The public workshop will be held at The Universities at
Shady Grove Conference Center, 9630 Gudelsky Dr., Bldg. 1, Rockville,
MD 20850.
    Contact Person: Rhonda Dawson, Center for Biologics Evaluation and
Research (HFM-302), Food and Drug Administration, 1401 Rockville Pike,
suite 400N, Rockville, MD 20852-1448,<PHONE_NUMBER>, FAX:<PHONE_NUMBER>,
e-mail<EMAIL_ADDRESS>    Registration: Mail, fax, or e-mail your registration information
(including name, title, firm name, address, telephone, and fax numbers)
to the contact person (see Contact Person) by August 17, 2009. There is
no registration fee for the public workshop. Early registration is
recommended because seating is limited. Registration on the day of the
public workshop will be provided on a space available basis beginning
at 7:30 a.m.
    If you need special accommodations due to a disability, please
contact Rhonda Dawson (see Contact Person) at least 7 days in advance
of the workshop.
    Comments: All individuals wishing to submit questions to be
addressed at the public workshop should submit written or electronic
comments by August 17, 2009, to the Division of Dockets Management
(HFA-305), Food and Drug Administration, 5630 Fishers Lane, rm 1061,
Rockville, MD 20852. Submit electronic comments to http://www.regulations.gov. Submit a single copy of electronic comments or two
paper copies of any mailed comments, except that individuals may submit
one paper copy. Comments are to be identified with the docket number
found in brackets in the heading of this document. Received comments
may be seen in the Division of Dockets Management between 9 a.m. and 4
p.m., Monday through Friday.

SUPPLEMENTARY INFORMATION: FDA held a licensing workshop for blood
establishments in 1995 to advise the blood and plasma industry on how
to apply for a U.S. license to distribute Whole Blood and blood
components, including Source Plasma, in interstate commerce. This
workshop will build upon the 1995 workshop and provide regulatory
updates since the last workshop. The workshop will include
presentations by FDA on the following topics: (1) Requirements for
licensure and applicable regulations and guidance documents for Whole
Blood and blood components, including Source Plasma; (2) managed review
process; (3) review criteria for various submissions; (4) blood
establishment registration and product listing requirements; (5)
inspections of blood establishments pending licensure and approval; and
(6) requests for exceptions or use of alternative procedures to the
regulations. The workshop will include a question and answer session
with workshop participants.
    Transcripts: Transcripts of the public workshop may be requested in
writing from the Freedom of Information Office (HFI-35), Food and Drug
Administration, 5600 Fishers Lane, rm. 6-30, Rockville, MD 20857,
approximately 15 working days after the public workshop at a cost of 10
cents per page. A transcript of the public workshop will be available
on the Internet at http://www.fda.gov/cber/minutes/workshop-min.htm.

    Dated: July 7, 2009.
Jeffrey Shuren,
Associate Commissioner for Policy and Planning.
[FR Doc. E9-16657 Filed 7-10-09; 8:45 am]
BILLING CODE 4160-01-S


[Federal Register: June 2, 2010 (Volume 75, Number 105)]
[Notices]
[Page 30893-30897]
[DOCID:fr02jn10-145]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-62182, File No. SR-MSRB-2009-09]

Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Order Granting Approval of Proposed Rule Change, as Modified by
Amendment Nos. 1 and 2 Thereto, Relating to Rule G-32, on Disclosures
in Connection with Primary Offerings, Form G-32, and the Primary Market
Disclosure and Primary Market Subscription Services of the MSRB's
Electronic Municipal Market Access System (EMMA[supreg])

May 26, 2010.

I. Introduction

    On July 14, 2009, the Municipal Securities Rulemaking Board
(``MSRB''), filed with the Securities and Exchange Commission
(``Commission'' or ``SEC''), pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (``Exchange Act''),\1\ and Rule 19b-4
thereunder,\2\ a proposed rule change relating to Rule G-32, relating
to disclosures in connection with primary offerings, Form G-32, and the
primary market disclosure and primary market subscription services of
the MSRB's Electronic Municipal Market Access System (``EMMA''). The
proposed rule change was published for comment in the Federal Register
on July 22, 2009.\3\ The Commission received eight comment letters
about the proposed rule change.\4\ On December 18, 2009, the MSRB filed
with the Commission, pursuant to Section 19(b)(1) of the Exchange Act
\5\ and Rule 19b-4 thereunder,\6\ Amendment No. 1 to the proposed rule
change. Amendment No. 1 to the proposed rule change was published for
comment in the Federal Register on January 5, 2010.\7\ The Commission
received no comment letters concerning Amendment No. 1. On May 21,
2010, the MSRB filed with the Commission, pursuant to Section 19(b)(1)
of the Exchange Act \8\ and Rule 19b-4 thereunder,\9\ Amendment No. 2
to the proposed rule change requesting an additional three months to
implement the proposal.\10\ This order approves the proposed rule
change, as modified by Amendment Nos. 1 and 2.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 60314 (July 15,
2009), 74 FR 36300 (July 22, 2009) (the ``original proposed rule
change'').
    \4\ See letters from: Ernesto A. Lanza, General Counsel, MSRB,
dated August 6, 2009; Michael Decker, Co-CEO and Mike Nicholas, Co-
Chief Executive Officer, Regional Bond Dealers Association
(``RBDA''), dated August 12, 2009 (``RBDA Letter''); Leon J. Bijou,
Managing Director and Associate General Counsel, Securities Industry
and Financial Markets Association (``SIFMA''), dated August 12, 2009
(``SIFMA Letter''); John Wallingford, Executive Board Member,
Virginia Government Finance Officers' Association (``Virginia
GFOA''), dated August 12, 2009; William A. Holby, President, The
National Association of Bond Lawyers (``NABL''), dated August 13,
2009 (``NABL Letter''); Marycarol C. White, CPA, CPFO, President,
Virginia Government Finance Officers' Association, dated August 14,
2009 (``Virginia GFOA Letter''); Denise L. Nappier, Connecticut
State Treasurer, dated August 20, 2009 (``Connecticut Treasurer
Letter''); and Heather Traeger, Associate Counsel, Investment
Company Institute (``ICI''), dated August 21, 2009 (``ICI Letter'').
    \5\ 15 U.S.C. 78s(b)(1).
    \6\ 17 CFR 240.19b-4.
    \7\ See Securities Exchange Act Release No. 61238 (December 23,
2009), 75 FR 492 (January 5, 2010).
    \8\ 15 U.S.C. 78s(b)(1).
    \9\ 17 CFR 240.19b-4.
    \10\ This is a technical amendment and is not subject to notice
and comment.

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II. Description of the Proposed Rule Change, as Modified by Amendment
Nos. 1 and 2 to the Proposed Rule Change

    The proposed rule change consists of amendments to Rule G-32 and
Form G-32 to require underwriters of primary offerings of municipal
securities to submit to the MSRB's EMMA system, as part of their
primary offering submission obligation under Rule G-32(b), certain key
items of information relating to continuing disclosure undertakings
made by issuers and other obligated persons in connection with such
primary offerings. These items of information would be made available
to the public through the EMMA Web portal and are intended to inform
investors in advance whether continuing disclosures will be made
available with respect to a particular municipal security, from and
about whom such continuing disclosures are expected to be made, and the
timing by which such disclosures should be made available.
    The items of information regarding continuing disclosure
undertakings to be provided by underwriters through Form G-32 would
include:
     Whether the issuer or other obligated persons have agreed
to undertake to provide continuing disclosure information as
contemplated by Securities Exchange Act Rule 15c2-12;
     The name of any obligated person, other than the issuer of
the municipal securities, that has or will undertake, or is otherwise
expected to provide, continuing disclosure as identified in the
continuing disclosure undertaking;\11\
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    \11\ Amendment No. 1 proposes to modify the original proposed
rule change by conforming the definition of obligated person more
closely with the definition used in Rule 15c2-12 and by making clear
that the obligated persons to be identified are those that are
specifically identified in the continuing disclosure undertaking.
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     The timing set forth in the continuing disclosure
undertaking, pursuant to Rule 15c2-12(b)(5)(ii)(C) or otherwise, for
the submission of annual financial information each year by the issuer
and/or any obligated persons to the EMMA system, either as a specific
date or as the number of days or months after a specified end date of
the issuer's or obligated person's fiscal year.\12\
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    \12\ Amendment No. 1 proposes to modify the original proposed
rule change by permitting this information to be provided as the
number of days or months after the end of the fiscal year, if the
fiscal year end date is also submitted, as an alternative to
submission of the specific deadline date as provided in the original
proposed rule change.
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    Amendment No. 1 proposes to make certain modifications to the
original proposed rule change based on comments received on the
original proposed rule change. Amendment No. 1 would modify the
original proposed rule change by eliminating the proposed requirement
to submit contact information for a representative of the issuer and/or
any obligated persons for purposes of establishing continuing
disclosure submission accounts for such issuer and/or obligated persons
in connection with their submissions to the EMMA system. Underwriters
currently are able to provide contact information for issuer or
obligated person representatives with respect to current and past
primary offerings through EMMA on a voluntary basis and the MSRB
believes that this process has been effective.
    The name or names of obligated persons to be provided would be of
the entity acting as an obligated person identified in the continuing
disclosure undertaking, not an individual at such entity, unless the
obligated person is in fact an individual. The timing for submission of
annual financial information could be provided either as a specific
date each year (i.e., month and day, such as June 30) or the number of
days or months after the end of the fiscal year (i.e., 120 days after
the end of the fiscal year). The underwriter could use the day/month
count alternative only if the underwriter also submits the day on which
the issuer's or obligated person's fiscal year ends (i.e., month and
day, such as June 30). If annual financial information is expected to
be submitted by more than one entity and such information is expected
to be submitted by different deadlines, each such deadline would be
provided matched to the appropriate issuer and/or obligated person.
    The underwriter would be required to provide information regarding
whether the issuer or other obligated persons have agreed to undertake
to provide continuing disclosure information as contemplated by Rule
15c2-12 by no later than the date of first execution of transactions in
municipal securities sold in the primary offering. The remaining items
of information would be required to be provided by the closing date of
the primary offering. Until closing, the underwriter would be required
to update promptly any information it has previously provided on Form
G-32 which may have changed or to correct promptly any inaccuracies in
such information, and would be responsible for ensuring that such
information provided by it is accurate as of the closing date. So long
as the underwriter has provided such information accurately as of the
closing date, it would not be obligated to update the information
provided if there are any subsequent changes to such information, such
as additions, deletions or modifications to the identities of obligated
persons or changes in the timing for providing annual financial
information. Issuers and obligated persons will be able to make changes
to such information through their submission accounts established in
connection with EMMA's continuing disclosure service.
    Information regarding whether an offering is subject to a
continuing disclosure undertaking, the names of obligated persons and
the deadlines for providing annual financial information would be
displayed on the EMMA Web portal and also would be included in EMMA's
primary market disclosure subscription service. These items are
intended to provide investors and others with information on the
expected availability of disclosures following the initial issuance of
the securities. In particular, users of the EMMA Web portal would be
able to determine which obligated persons are expected to submit annual
financial information, audited financial statements and material event
notices on an on-going basis, as well as the date each year by which
they should expect to have access to the annual financial information.
    In Amendment No. 2, the MSRB requested an effective date for the
proposed rule change of a date to be announced by the MSRB in a notice
published on the MSRB Web site, which date shall be no later than one
year after Commission approval of the proposed rule change and shall be
announced no later than sixty (60) days prior to the effective date.

III. Summary of Comments Received and the MSRB's Response

General Comments

    As previously noted, the Commission received eight comment letters
on the original proposed rule change \13\ and no comments on Amendment
No. 1. Most of the commenters expressed support for the proposal's
general goal of increasing transparency and disclosure in the market
for municipal securities.\14\ However, some commenters objected to
specific new requirements that the

proposal would place on underwriters,\15\ requested clarification of
certain aspects of the proposal,\16\ suggested alternative
approaches,\17\ or expressed concern with the timing of the
proposal.\18\
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    \13\ See supra note 4.
    \14\ See, e.g., RBDA Letter, SIFMA Letter, Virginia GFOA Letter,
Connecticut Treasurer Letter, ICI Letter. The MSRB filed a comment
letter noting that it was extending the time period for Commission
action on the proposed rule change. The first letter from the
Virginia GFOA requested an extension of time to submit a comment
letter.
    \15\ See, e.g., RBDA Letter, SIFMA Letter, NABL Letter,
Connecticut Treasurer Letter.
    \16\ See, e.g., NABL Letter, Connecticut Treasurer Letter.
    \17\ See, e.g., RBDA Letter, SIFMA Letter.
    \18\ See, e.g., SIFMA Letter.
---------------------------------------------------------------------------

    The Connecticut Treasurer, ICI and Virginia GFOA were generally
supportive. The Connecticut Treasurer stated that the original proposed
rule change would make municipal disclosure more transparent,
efficient, consistent, comparable and accessible to investors,
particularly individual investors. ICI stated that the original
proposed rule change would ensure the accessibility and improve the
utility of continuing disclosure information for investors and would
further enhance transparency in the municipal securities market.
    RBDA supported the goal of the original proposed rule change but
suggested that underwriters be required to submit continuing disclosure
agreements rather than the information specified in the proposal. SIFMA
opposed the original proposed rule change. Both RBDA and SIFMA
expressed concern that requiring underwriters to extract information
from documents could result in submission of erroneous information to
EMMA and would create an undue burden and compliance risk for
underwriters. ICI stated, however, that it believes that the benefits
to investors stemming from the original proposed rule change would
outweigh the perceived costs and risks, and that integrating and
packaging the proposed information would greatly assist investors and
potential investors in monitoring their investments by easily
identifying for them whether and when they should expect to have access
to key continuing disclosure information.
    RBDA distinguished the type of information currently required to be
reported on Form G-32, characterized as data necessary to create the
database record of the issue on the EMMA system, from the type of
information proposed to be collected in the proposed rule change, which
RBDA characterized as unnecessary for creating the record in EMMA.
SIFMA stated that the continuing disclosure undertaking is already
required to be summarized in the official statement available through
EMMA and that extracting information from the official statement would
effectively discourage investors from having to read the official
statement itself. SIFMA further stated that, if the MSRB wants to
highlight issuers' continuing disclosure obligations, this can be done
by creating a best practices standard. Finally, SIFMA urged the MSRB to
commit to making EMMA compatible with information underwriters are
providing to the Depository Trust and Clearing Corporation's New Issue
Information Dissemination System (``NIIDS'').
    NABL did not state a position regarding the original proposed rule
change but recommended clarifications and modifications. NABL
recommended that the Commission clarify, consistent with Rule 15c2-12,
that the proposed amendment to Rule G-32 does not alter the
``reasonable determination'' standard of Rule 15c2-12(b)(5)(i) or
require underwriters to provide information about obligated persons
that could be viewed as additional certification beyond the obligations
prescribed by Rule 15c2-12(b)(5)(i). NABL also suggested that a more
complete analysis of the MSRB's statutory authority for adopting the
original proposed rule change be provided.
    The MSRB noted that collecting and displaying on the EMMA Web
portal the existence of a continuing disclosure obligation, the names
of any obligated persons other than the issuer, and the deadline for
submission of annual financial and operating data, all as fielded
information rather than merely as information provided within
documents, would provide significant benefits to investors and other
market participants.\19\ According to the MSRB, the close proximity of
this information to the links to posted continuing disclosure documents
on the EMMA Web portal would assist investors with understanding
whether and when they should expect to have access to key continuing
disclosure information in the future and about whom such information is
expected to be provided.\20\ The MSRB stated that investors and other
market participants would be able to include an assessment of ongoing
access to information along with other factors upon which they may
evaluate their investment decisions.\21\ The MSRB remarked that it
firmly believes that the proposed rule change is within its statutory
authority and noted that an MSRB rule change or system requirement
would not have the effect of altering any obligations or standards
under Rule 15c2-12 or any other Commission rule.\22\
---------------------------------------------------------------------------

    \19\ See Amendment No. 1, supra note 7.
    \20\ Id.
    \21\ Id.
    \22\ Id.
---------------------------------------------------------------------------

Identification of Obligated Persons

    The original proposed rule change would require the underwriter to
provide, on amended Form G-32, the name of any obligated person, other
than the issuer of the municipal securities, that has or will
undertake, or is otherwise expected to provide, continuing disclosure
pursuant to the continuing disclosure undertaking.
    NABL suggested that underwriters only be required ``to identify
those persons expressly specified in the continuing disclosure
undertaking who will be required to make continuing disclosure filings
or to state that such persons will be determined by the functional
descriptions contained in the continuing disclosure undertaking.'' NABL
recommended that the Commission make clear in any approval order that
Rule G-32 is intended to be a mechanical reporting requirement by which
the underwriter is required to report which persons are identified in
the applicable continuing disclosure agreement as being responsible for
continuing disclosure, and is not intended to impose on the underwriter
any new requirement to determine who are the various obligated persons
with respect to a particular offering. NABL also recommended that the
definition of obligated person more closely mirror the definition
thereof in Rule 15c2-12. The Connecticut Treasurer noted that, for some
issues, obligated persons can change over time and believed that it was
unclear whether the original proposed rule change accommodated this
possibility.
    In Amendment No. 1, the MSRB noted its view that collecting the
identity of obligated persons in a fielded manner that permits
automated indexing and search functions is an important feature that
would make the EMMA Web portal considerably more useful for users.\23\
The MSRB stated that such indexed information would assist EMMA Web
users in finding some or all of the offerings for a particular
obligated person, thereby allowing the user to review the continuing
disclosure undertakings that more fully spell out how the continuing
disclosure obligations will be fulfilled.\24\
---------------------------------------------------------------------------

    \23\ Id.
    \24\ Id.
---------------------------------------------------------------------------

    In Amendment No. 1, the MSRB proposes to modify the definition of
obligated person in proposed Rule G-32(d)(xiii) to more closely conform
to the definition thereof in Rule 15c2-

12(f)(10) to avoid any definitional ambiguity. Furthermore, Amendment
No. 1 would modify Form G-32 to explicitly provide that the obligated
persons to be identified are those that are specifically identified in
the continuing disclosure undertaking. The MSRB emphasized that the
underwriter's obligation is solely to provide the identities of those
obligated persons who have a specific commitment under the continuing
disclosure agreement to provide continuing disclosures. The MSRB stated
that underwriters would not be required to undertake any independent
analysis of what other persons might be covered, to submit descriptions
of bases for determining future obligated persons, or to maintain the
currency of the list of obligated persons beyond the closing date.\25\
---------------------------------------------------------------------------

    \25\ Id. The MSRB indicated that issuers and obligated persons
would be able to make changes to such information through their
submission accounts established in connection with EMMA's continuing
disclosure service.
---------------------------------------------------------------------------

Deadline for Annual Filing and End of Fiscal Year

    The original proposed rule change would require the underwriter to
provide, on amended Form G-32, the date or dates identified in the
continuing disclosure undertaking, pursuant to Rule 15c2-
12(b)(5)(ii)(C) or otherwise, by which annual financial information is
expected to be submitted each year by the issuer and/or any obligated
persons to the EMMA system. NABL recommended that the proposed Form G-
32 be revised to list those dates by which the issuer or those
expressly identified obligated persons who have agreed to provide
continuing disclosure pursuant to the continuing disclosure undertaking
have agreed to provide such information, as opposed to dates by which
the data is expected to be submitted.
    In Amendment No. 1, the MSRB stated that there is considerable
value in providing the deadline for submission of annual financial
information in a manner that is extracted from the official
statement.\26\ This would permit investors and the general public to
readily identify when such disclosures should become available from
each issuer or obligated person expected to provide the annual
filings.\27\ The MSRB further noted that issuers and obligated persons
would be able to update the timing requirement, as well as the identity
of any obligated persons, through EMMA as appropriate.\28\
---------------------------------------------------------------------------

    \26\ See Amendment No. 1, supra note 7.
    \27\ Id.
    \28\ Id.
---------------------------------------------------------------------------

    In Amendment No. 1, the MSRB proposed a new alternative method for
reporting the deadline for submissions of annual financial and
operating data based on the disclosed end of fiscal year, so that
underwriters could disclose as the submission deadline either a
specific date each year (i.e., month and day, such as June 30) or the
number of days or months after the end of the fiscal year (i.e., 120
days after the end of the fiscal year). The underwriter could use the
day/month count alternative only if the underwriter also submits the
day on which the issuer's or obligated person's fiscal year ends (i.e.,
month and day, such as June 30). Form G-32 would be modified to allow
for submission of this new data element.

Issuer/Obligated Person Contact Information

    The original proposed rule change would require the underwriter to
provide, on amended Form G-32, contact information for a representative
of the issuer and/or any obligated persons for purposes of establishing
continuing disclosure submission accounts for such issuer and/or
obligated persons in connection with their submissions to the EMMA
system. The Connecticut Treasurer requested that the current voluntary
process for providing contact information for representatives of the
issuer or obligated person for purposes of establishing EMMA submission
accounts not be made mandatory.
    The MSRB noted that its current voluntary process has been
effective; therefore Amendment No. 1 would eliminate from Form G-32 the
requirement that underwriters provide the contact information for a
representative of the issuer and/or any obligated person.\29\
---------------------------------------------------------------------------

    \29\ Id.
---------------------------------------------------------------------------

IV. Discussion and Commission Findings

    The Commission has carefully considered the proposed rule change,
the comment letters received, and the MSRB's responses to the comment
letters and finds that the proposed rule change is consistent with the
requirements of the Exchange Act and the rules and regulations
thereunder applicable to the MSRB\30\ and, in particular, the
requirements of Section 15B(b)(2)(C) of the Exchange Act\31\ and the
rules and regulations thereunder. Section 15B(b)(2)(C) of the Exchange
Act requires, among other things, that the MSRB's rules be designed to
prevent fraudulent and manipulative acts and practices, to promote just
and equitable principles of trade, to foster cooperation and
coordination with persons engaged in regulating, clearing, settling,
processing information with respect to, and facilitating transactions
in municipal securities, to remove impediments to and perfect the
mechanism of a free and open market in municipal securities, and, in
general, to protect investors and the public interest.\32\ In
particular, the Commission finds that the proposed rule change is
consistent with the Exchange Act because it serves to remove
impediments to and helps perfect the mechanisms of a free and open
market in municipal securities and would serve to promote the statutory
mandate of the MSRB to protect investors and the public interest. The
information that underwriters would provide and that would be made
available to the public with regard to the continuing disclosure
undertakings of issuers and obligated persons would assist investors in
understanding whether and when they should expect to have access to key
continuing disclosure information in the future. Investors and other
market participants would be able to include such assessment of on-
going access to information in the mix of factors upon which they may
evaluate their investment decisions.
---------------------------------------------------------------------------

    \30\ In approving this proposed rule change, the Commission
notes that it has considered the proposed rule's impact on
efficiency, competition and capital formation. 15 U.S.C. 78c(f).
    \31\ 15 U.S.C. 78o-4(b)(2)(C).
    \32\ Id.
---------------------------------------------------------------------------

    The Commission believes that the MSRB has adequately responded to
the concerns expressed in the comment letters. The Commission agrees
with the MSRB that any additional burdens on underwriters are
outweighed by the benefits of providing information to investors and
other users in a user friendly manner. Investors, potential investors
and other users of the EMMA system would not have to search through
official statements to locate continuing disclosure information. The
type of information to be reported by underwriters pursuant to the
proposal is not substantially different from other information
underwriters already submit to EMMA.
    Amendment No. 1 should adequately address commenters' concerns
about the definition and identification of obligated parties and the
expected date of filing of annual financial information. The additional
disclosure and transparency made possible by this proposal will serve
to promote the statutory mandate of the MSRB to protect investors and
the public interest.

    The proposed rule change, as amended, will become effective on a
date to be announced by the MSRB in a notice published on the MSRB Web
site, which date shall be no later than one year after Commission
approval of the proposed rule change and shall be announced no later
than sixty (60) days prior to the effective date, as requested by the
MSRB in Amendment No. 2.

V. Conclusion

    For the foregoing reasons, the Commission finds that the proposed
rule change, as amended, is consistent with the Exchange Act and the
rules and regulations thereunder applicable to the MSRB\33\ and, in
particular, the requirements of Section 15B(b)(2)(C) of the Exchange
Act\34\ and the rules and regulations thereunder.
---------------------------------------------------------------------------

    \33\ In approving this proposed rule change, the Commission
notes that it has considered the proposed rule's impact on
efficiency, competition and capital formation. 15 U.S.C. 78c(f).
    \34\ 15 U.S.C. 78o-4(b)(2)(C).
---------------------------------------------------------------------------

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Exchange Act,\35\ that the proposed rule change (SR-MSRB-2009-09), as
amended, be, and it hereby is, approved.
---------------------------------------------------------------------------

    \35\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\36\
---------------------------------------------------------------------------

    \36\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-13156 Filed 6-1-10; 8:45 am]
BILLING CODE 8010-01-P


[Federal Register: August 8, 2007 (Volume 72, Number 152)]
[Notices]
[Page 44505-44507]
[DOCID:fr08au07-54]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings 1

August 1, 2007.
    Take notice that the Commission received the following electric
corporate filings:
    Docket Numbers: EC07-118-000.
    Applicants: Virginia Electric and Power Company.
    Description: Application of Virginia Electric and Power Co for
approval under section 203 of the FPA to acquire approximately 540 MW
Possum Point Generating Unit 6.
    Filed Date: July 26, 2007.
    Accession Number: 20070730-0370.
    Comment Date: 5 p.m. Eastern Time on Thursday, August 16, 2007.

    Docket Numbers: EC07-119-000.
    Applicants: Zeeland Power Company, LLC, Consumers Energy Company,
Broadway Gen Funding, LLC.
    Description: Application of Zeeland Power Co, LLC et al. for
authorization under section 203 of the FPA and request for waivers.
    Filed Date: July 27, 2007.
    Accession Number: 20070730-0391.
    Comment Date: 5 p.m. Eastern Time on Friday, August 17, 2007.
    Take notice that the Commission received the following electric
rate filings:
    Docket Numbers: ER01-316-025.
    Applicants: ISO New England Inc.
    Description: ISO New England Inc submits its Index of Customers for
the second quarter of 2007 under its FERC Tariff, for Transmission
Dispatch and Power Administration Services.
    Filed Date: July 27, 2007.
    Accession Number: 20070731-0041.
    Comment Date: 5 p.m. Eastern Time on Friday, August 17, 2007.

    Docket Numbers: ER05-718-000.
    Applicants: California Independent System Operator Corporation.
    Description: California ISO One Hundred Thirteenth Weekly DMM
Report on Market Impacts of Amendment 66 pursuant to FERC's April 7,
2005 Order.
    Filed Date: July 27, 2007.
    Accession Number: 20070727-5011.
    Comment Date: 5 p.m. Eastern Time on Friday, August 17, 2007.

    Docket Numbers: ER06-1271-007.
    Applicants: PJM Interconnection, L.L.C.
    Description: PJM Interconnection, LLC submits an amendment to the
compliance filing made on May 21, 2007.
    Filed Date: July 26, 2007.
    Accession Number: 20070730-0360.
    Comment Date: 5 p.m. Eastern Time on Thursday, August 16, 2007.

    Docket Numbers: ER07-1062-001.
    Applicants: AB Energy NY, Pty. Ltd.
    Description: AB Energy NY Pty Ltd submits an amended tariff which
correct the pagination of the tariff sheets designated as Original
Sheet No.1 et. al. to FERC Electric Tariff, Original Volume No. 1.
    Filed Date: July 26, 2007.
    Accession Number: 20070730-0361.
    Comment Date: 5 p.m. Eastern Time on Thursday, August 16, 2007.

    Docket Numbers: ER07-1063-001.
    Applicants: AB Energy NE, Pty. Ltd.
    Description: AB Energy NE Pty, Ltd submits amended tariff, Original
Sheets 1 and 2 regarding their June 20, 2007 filing of petition for
acceptance of initial tariff under ER07-1063.
    Filed Date: July 26, 2007.
    Accession Number: 20070730-0362.
    Comment Date: 5 p.m. Eastern Time on Thursday, August 16, 2007.

    Docket Numbers: ER07-1071-000.
    Applicants: PJM Interconnection, LLC.
    Description: Answer of Virginia Electric and Power Company Opposing
Industrial Power Generating Company, LLC's Motion to Strike.
    Filed Date: July 26, 2007.
    Accession Number: 20070726-5033.
    Comment Date: 5 p.m. Eastern Time on Thursday, August 16, 2007.

    Docket Numbers: ER07-1076-001.
    Applicants: Upper Peninsula Power Company.
    Description: Upper Peninsula Power Company submits an Amendment to
its original filing in response to an informal request by FERC Staff
concerning its June 25, 2007 filing.
    Filed Date: July 27, 2007.
    Accession Number: 20070730-0390.
    Comment Date: 5 p.m. Eastern Time on Friday, August 17, 2007.

    Docket Numbers: ER07-1199-000.
    Applicants: Airtricity Munnsville Wind Farm, LLC.
    Description: Application of Airtricity Munnsville Wind Farm, LLC
for order accepting initial market based rate tariff and granting
certain waivers and blanket approvals.
    Filed Date: July 26, 2007.
    Accession Number: 20070727-0047.
    Comment Date: 5 p.m. Eastern Time on Thursday, August 16, 2007.

    Docket Numbers: ER07-1200-000.
    Applicants: Allegheny Power.
    Description: Allegheny Power submits notice of cancellation of the
Interconnection and Operating Agreement with the Borough of
Chambersburg, Service Agreement 353, FERC Electric Tariff, 2 Revised
Volume 1.
    Filed Date: July 26, 2007.
    Accession Number: 20070727-0046.
    Comment Date: 5 p.m. Eastern Time on Thursday, August 16, 2007.

    Docket Numbers: ER07-1202-000.
    Applicants: JD Wind 4, LLC.
    Description: JD Wind 4, LLC submits an application for market-based
rate authority, certain waivers, blanket authorization, FERC Electric
Tariff, Original Volume No. 1.
    Filed Date: July 26, 2007.
    Accession Number: 20070727-0044.
    Comment Date: 5 p.m. Eastern Time on Thursday, August 16, 2007.

    Docket Numbers: ER07-1203-000
    Applicants: Duke Energy Carolinas, LLC.
    Description: Duke Energy Carolinas, LLC submits the June 7, 2007
Amended and Restated Confirmation with North Carolina Municipal Power
Agency Number No. 1.
    Filed Date: July 26, 2007.
    Accession Number: 20070727-0042.
    Comment Date: 5 p.m. Eastern Time on Thursday, August 16, 2007.

    Docket Numbers: ER07-1204-000.
    Applicants: PJM Interconnection, L.L.C.
    Description: PJM Interconnection, LLC submits an executed
interconnection service agreement with DPL Energy, LLC.
    Filed Date: July 26, 2007.
    Accession Number: 20070730-0369.
    Comment Date: 5 p.m. Eastern Time on Thursday, August 16, 2007.

    Docket Numbers: ER07-1205-000.
    Applicants: PJM Interconnection, L.L.C.
    Description: PJM Interconnection, LLC submits an executed
interconnection service agreement with WM Renewable Energy, LLC.
    Filed Date: July 26, 2007.
    Accession Number: 20070730-0368.
    Comment Date: 5 p.m. Eastern Time on Thursday, August 16, 2007.

    Docket Numbers: ER07-1206-000.
    Applicants: PSEG Lawrenceburg Energy Company LLC.
    Description: PSEG Lawrenceburg Energy Company LLC submits its
Notice of Cancellation of market-based rate authority under its FERC
Electric Tariff, Original Volume No. 1.
    Filed Date: July 27, 2007.
    Accession Number: 20070730-0363.
    Comment Date: 5 p.m. Eastern Time on Friday, August 17, 2007.

    Docket Numbers: ER07-1207-000.
    Applicants: Premier Energy Marketing L.L.C.
    Description: Premier Energy Marketing LLC requests acceptance of
FERC Electric Tariff, Original Volume No. 1 to engage in wholesale
electric power and energy transactions and grant of certain blanket
approvals.
    Filed Date: July 25, 2007.
    Accession Number: 20070731-0040
    Comment Date: 5 p.m. Eastern Time on Wednesday, August 15, 2007.

    Docket Numbers: ER07-1208-000.
    Applicants: Wind Capital Holdings, LLC.
    Description: Wind Capital Holdings LLC submits an application for
market-based rate authority, certain waivers, and blanket
authorizations.
    Filed Date: July 27, 2007.
    Accession Number: 20070731-0039.
    Comment Date: 5 p.m. Eastern Time on Friday, August 17, 2007.

    Docket Numbers: ER07-1209-000.
    Applicants: American Transmission Company LLC.
    Description: American Transmission Company LLC submits an executed
Amended and Restated Generation--Transmission Interconnection Agreement
with Upper Peninsula Power Company.
    Filed Date: July 27, 2007.
    Accession Number: 20070731-0038.
    Comment Date: 5 p.m. Eastern Time on Friday, August 17, 2007.

    Docket Numbers: ER07-1210-000.
    Applicants: PJM Interconnection L.L.C.
    Description: PJM Interconnection, LLC submits an executed
interconnection service agreement with Handsome Lake Energy, LLC and
Pennsylvania Electric Company.
    Filed Date: July 27, 2007.
    Accession Number: 20070731-0037.
    Comment Date: 5 p.m. Eastern Time on Friday, August 17, 2007.

    Docket Numbers: ER07-1211-000.
    Applicants: PJM Interconnection, L.L.C.
    Description: PJM Interconnection, LLC submits six executed
interconnection service agreements with American Electric Power Service
Corp.
    Filed Date: July 27, 2007.
    Accession Number: 20070731-0083.
    Comment Date: 5 p.m. Eastern Time on Friday, August 17, 2007.
    Take notice that the Commission received the following electric
securities filings:
    Docket Numbers: ES07-43-001.
    Applicants: PSEG Fossil LLC.
    Description: Supplement filing of the PSEG Companies to the July 9,
2007 Application.
    Filed Date: July 25, 2007.
    Accession Number: 20070725-5033
    Comment Date: 5 p.m. Eastern Time on Wednesday, August 15, 2007.

    Docket Numbers: ES07-46-001.
    Applicants: PSEG Fossil LLC.
    Description: Supplemental Filing of the PSEG Companies to the July
19, 2007 Application.
    Filed Date: July 25, 2007.
    Accession Number: 20070725-5035.
    Comment Date: 5 p.m. Eastern Time on Wednesday, August 15, 2007.

    Docket Numbers: ES07-49-000.
    Applicants: Georgia Power Company.
    Description: Form 523--Request for Permission to Issue Securities
of Georgia Power Company.
    Filed Date: July 26, 2007.
    Accession Number: 20070726-5012.
    Comment Date: 5 p.m. Eastern Time on Thursday, August 16, 2007.
    Take notice that the Commission received the following public
utility holding company filings:
    Docket Numbers: PH07-26-000.
    Applicants: Stora Enso Oyj, Stora Enso North America, Inc. Stora
Enso North America Corp.
    Description: FERC Form 65 B--Waiver Notification of Stora Enso Oyj,
et al.

    Filed Date: July 25, 2007.
    Accession Number: 20070725-5074.
    Comment Date: 5 p.m. Eastern Time on Wednesday, August 15, 2007.
    Any person desiring to intervene or to protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Rules of Practice and Procedure (18 CFR 385.211 and
385.214) on or before 5 p.m. Eastern time on the specified comment
date. It is not necessary to separately intervene again in a subdocket
related to a compliance filing if you have previously intervened in the
same docket. Protests will be considered by the Commission in
determining the appropriate action to be taken, but will not serve to
make protestants parties to the proceeding. Anyone filing a motion to
intervene or protest must serve a copy of that document on the
Applicant. In reference to filings initiating a new proceeding,
interventions or protests submitted on or before the comment deadline
need not be served on persons other than the Applicant.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://www.ferc.gov.
 To facilitate electronic service, persons with Internet

access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically should submit an original and
14 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First St. NE., Washington, DC 20426.
    The filings in the above proceedings are accessible in the
Commission's eLibrary system by clicking on the appropriate link in the
above list. They are also available for review in the Commission's
Public Reference Room in Washington, DC. There is an eSubscription link
on the web site that enables subscribers to receive email notification
when a document is added to a subscribed dockets(s). For assistance
with any FERC Online service, please e-mail<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For TTY, call<PHONE_NUMBER>.

Kimberly D. Bose,
Secretary.
[FR Doc. E7-15402 Filed 8-7-07; 8:45 am]

BILLING CODE 6717-01-P