[Federal Register Volume 77, Number 41 (Thursday, March 1, 2012)]
[Notices]
[Pages 12580-12581]
[FR Doc No: 2012-5022]

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ENVIRONMENTAL PROTECTION AGENCY

[FRL-9641-7]

Public Water System Supervision Program Revision for the State of
Colorado

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice.

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SUMMARY: In accordance with the provisions of section 1413 of the Safe
Drinking Water Act (SDWA), 42 U.S.C. 300g-2, and 40 CFR 142.13, public
notice is hereby given that the state of Colorado has revised its
Public Water System Supervision (PWSS) Program by adopting federal
regulations for the Ground Water Rule that correspond to the National
Primary Drinking Water Regulations (NPDWR) in 40 CFR parts 141 and 142.
The EPA has completed its review of this revision in accordance with
the SDWA and proposes to approve Colorado's primacy revision for the
Ground Water Rule.
    Today's approval action does not extend to public water systems in
Indian country as defined in 18 U.S.C. 1151. Please see SUPPLEMENTARY
INFORMATION, Item B.

DATES: Any member of the public is invited to submit written comments
and/or request a public hearing on this determination by April 2, 2012.
Please see SUPPLEMENTARY INFORMATION, Item C, for details. Should no
timely and

appropriate request for a hearing be received, and the Regional
Administrator (RA) does not elect to hold a hearing on his own motion,
this determination shall become effective April 2, 2012. If a public
hearing is requested and granted, then this determination shall not
become effective until such time following the hearing as the RA issues
an order affirming or rescinding this action.

ADDRESSES: Written comments and requests for a public hearing should be
addressed to: James B. Martin, Regional Administrator, c/o Robert
Clement, Drinking Water Unit (8P-W-DW), U.S. EPA, Region 8, 1595
Wynkoop Street, Denver, CO 80202-1129.
    All documents relating to this determination are available for
inspection at the following locations: (1) U.S. EPA, Region 8, Drinking
Water Unit (7th floor), 1595 Wynkoop Street, Denver, CO 80202-1129; (2)
Colorado Department of Public Health and Environment (CDPHE), Drinking
Water Section, 4300 Cherry Creek Drive South, Denver, CO.

FOR FURTHER INFORMATION CONTACT: Robert Clement, Drinking Water Unit
(8P-W-DW), U.S. EPA, Region 8, 1595 Wynkoop Street, Denver, CO 80202-
1129,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: EPA approved Colorado's application for
assuming primary enforcement authority for the PWSS Program, pursuant
to section 1413 of the SDWA, 42 U.S.C. 300g-2, and 40 CFR part 142.
Colorado Department of Public Health and Environment administers
Colorado's PWSS Program.

A. Why are revisions to state programs necessary?

    States with primary PWSS enforcement authority must comply with the
requirements of 40 CFR part 142 for maintaining primacy. They must
adopt regulations that are at least as stringent as the NPDWRs at 40
CFR parts 141 and 142, as well as adopt all new and revised NPDWRs in
order to retain primacy (40 CFR 142.12(a)).

B. How does today's action affect Indian country (18 U.S.C. 1151) in
Colorado?

    Colorado is not authorized to carry out its PWSS Program in Indian
country, as that term is defined at 18 U.S.C. 1151. Indian country
includes, but is not limited to, land within the formal Indian
Reservations located within or abutting the state of Colorado,
including the Southern Ute Indian Reservation and the Ute Mountain Ute
Indian Reservation, any land held in trust by the United States for an
Indian Tribe, and any other areas which are ``Indian Country'' within
the meaning of 18 U.S.C. 1151.

C. Requesting a Hearing

    Any request for a public hearing shall include: (1) The name,
address, and telephone number of the individual, organization, or other
entity requesting a hearing; (2) a brief statement of the requester's
interest in the RA's determination and of information that he/she
intends to submit at such hearing; and (3) the signature of the
requester or responsible official, if made on behalf of an organization
or other entity.
    Notice of any hearing shall be given not less than fifteen (15)
days prior to the time scheduled for the hearing and will be made by
the RA in the Federal Register and in a newspaper of general
circulation in the state. A notice will also be sent to both the
person(s) requesting the hearing and the state. The hearing notice will
include a statement of purpose, information regarding time and
location, and the address and telephone number where interested persons
may obtain further information. The RA will issue a final determination
upon review of the hearing record.
    Frivolous or insubstantial requests for a hearing may be denied by
the RA. However, if a substantial request is made within thirty (30)
days after this notice, a public hearing will be held.
    Please bring this notice to the attention of any persons known by
you to have an interest in this determination.

    Dated: November 3, 2011.
James B. Martin,
Regional Administrator, Region 8.
[FR Doc. 2012-5022 Filed 2-29-12; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 78, Number 60 (Thursday, March 28, 2013)]
[Proposed Rules]
[Pages 18932-18933]
[FR Doc No: 2013-07280]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 91

[Docket No. FAA-2013-0061]

Public Meeting: Unmanned Aircraft Systems Test Site Program;
Privacy Approach

AGENCY: Federal Aviation Administration, DOT.

ACTION: Notice of public engagement session.

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SUMMARY: The FAA will be holding a public engagement session on
Wednesday, April 3, 2013, on the proposed privacy policy approach for
the unmanned aircraft systems (UAS) test site program. The FAA is
seeking the views from the public with respect to proposed privacy
language to be included in agreements with each test site operator.

DATES: The session will be held via teleconference on Wednesday, April
3, 2013, beginning at 12 noon Eastern Daylight Savings Time and ending
no later than 2 p.m. Eastern Daylight Savings Time.

FOR FURTHER INFORMATION CONTACT: Gregory C. Carter, Office of the Chief
Counsel, Federal Aviation Administration, 800 Independence Ave. SW.,
Washington, DC 20591; email<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: This document is a follow-on to a Notice of
availability and request for comments published in the Federal Register
on February 22, 2013 (78 FR 12259), Docket No. FAA-2013-0061. In that
document, the agency described its proposed privacy plan for the UAS
test site program and requested comments on that proposal. The agency
also stated that it would provide details (including the date and time)
for the engagement session sufficiently in advance of the meeting to
facilitate broad participation. This document provides those details.
The agency will post information on how to register for the public
meeting at http://www.faa.gov/about/initiatives/uas/ when all details
are finalized. This Web site will also provide instructions on how to
participate in the engagement session.
    As to the meeting itself, the FAA will provide an overview of the
FAA's UAS Test Site Program (including Section 322 (c) of the FAA's
Reform and Modernization Act of 2012) and the proposed privacy plan.
The agency may also invite short statements from one to two
representatives from advocacy interest groups and the UAS industry.
After the introductory statements and overview, the FAA will take
comments from participants regarding the agency's proposed privacy plan
that would apply to each UAS test site selected under the program. At
some later time, after considering comments made during the engagement
session as well as comments received during the comment period, FAA
will notify the public about any further action the agency intends to
take.
    Background: On February 14, 2012, Congress mandated that the FAA,
coordinating with the National Aeronautics and Space Administration and
the Department of Defense, develop a test site program for the
integration of unmanned aircraft systems in to the National Airspace
System. The overall purpose of this test site program is to develop a
body of data and operational experiences to inform integration and the
safe operation of these aircraft in the National Airspace System. On
Friday, February 22, 2013, the FAA published in the Federal Register a
Notice of availability and request for comment soliciting comments on
the FAA's proposed approach for addressing the privacy questions raised
by the public and Congress with regard to the operation of unmanned
aircraft systems within the test site program (78 FR 12259).
    The proposed privacy requirements for which comments are requested
are as follows:
    (1) The Site Operator must ensure that there are privacy policies
governing all activities conducted under the OTA [Other Transaction
Agreement], including the operation and relevant activities of the UASs
authorized by the Site Operator. Such privacy policies must be
available publically, and the Site Operator must have a mechanism to
receive and consider comments on its privacy policies. In addition,
these policies should be informed by Fair Information Practice
Principles. The privacy policies should be updated as necessary to
remain operationally current and effective. The Site Operator must
ensure the requirements of this paragraph are applied to all operations
conducted under the OTA.
    (2) The Site Operator and its team members are required to operate
in accordance with Federal, state, and other laws regarding the
protection of an individual's right to privacy. Should criminal or
civil charges be filed by the U.S. Department of Justice or a state's
law enforcement authority over a potential violation of such laws, the
FAA may take appropriate action, including suspending or modifying the
relevant operational authority (e.g., Certificate of Operation, or
OTA), until the proceedings are completed. If the proceedings
demonstrate the operation was in violation of the law, the FAA may
terminate the relevant operational authority.
    (3) If over the lifetime of this Agreement, any legislation or
regulation, which may have an impact on UAS or to the privacy interests
of entities affected by any operation of any UAS operating at the Test
Site, is

enacted or otherwise effectuated, such legislation or regulation will
be applicable to the OTA, and the FAA may update or amend the OTA to
reflect these changes.
    (4) Transmission of data from the Site Operator to the FAA or its
designee must only include those data listed in Appendix B to the OTA.
(Appendix B to the OTA is available as part of the SIR [Screening
Information Request] at http://faaco.faa.gov.)
    The FAA anticipates that test site operator privacy practices as
discussed in their privacy policies will help inform the dialogue among
policymakers, privacy advocates, and the industry regarding broader
questions concerning the use of UAS technologies. The privacy
requirements proposed here are specifically designed for the operation
of the UAS Test Sites. They are not intended to pre-determine the long-
term policy and regulatory framework under which commercial UASs would
operate. Rather, they aim to assure maximum transparency of privacy
policies associated with UAS test site operations in order to engage
all stakeholders in discussion about which privacy issues are raised by
UAS operations and how law, public policy, and the industry practices
should respond to those issues in the long run.

    Issued in Washington, DC on March 21, 2013.
Nathan Tash,
Assistant Chief Counsel, Acquisition and Fiscal Law Division, Federal
Aviation Administration.
[FR Doc. 2013-07280 Filed 3-27-13; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 80, Number 1 (Friday, January 2, 2015)]
[Notices]
[Pages 63-66]
[FR Doc No: 2014-30699]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73940; File No. SR-EDGX-2014-35]

Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
Rules 2.11, 2.12, 11.11 and 11.14 To Replace References to ``Direct
Edge ECN LLC d/b/a DE Route'' and ``DE Route'' With ``BATS Trading,
Inc.''

December 24, 2014.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on December 22, 2014, EDGX Exchange, Inc. (the ``Exchange'' or
``EDGX'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change

    The Exchange filed a proposed rule change to amend Rules 2.11,
2.12, 11.11 and 11.14 to replace references to ``Direct Edge ECN LLC d/
b/a DE Route'' and ``DE Route'' with ``BATS Trading, Inc.'' (``BATS
Trading''). The Exchange does not propose to amend the requirements of
any of these rules.
    The text of the proposed rule change is available at the Exchange's
Web site at http://www.directedge.com/, at the principal office of the
Exchange, and at the Commission's Public Reference Room.

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

    In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
Sections A, B, and C below, of the most significant parts of such
statements.

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

1. Purpose
    Earlier this year, the Exchange and its affiliate, EDGA Exchange,
Inc. (``EDGA'') received approval to effect a merger (the ``Merger'')
of the Exchange's parent company, Direct Edge Holdings LLC, with BATS
Global Markets, Inc., the parent of BATS Exchange, Inc. (``BZX'') and
BATS Y-Exchange, Inc. (``BYX'', together with BZX, EDGA and EDGX, the
``BGM Affiliated Exchanges'' or ``BATS Exchange'').\3\ As a result, the
Exchange amended Rule 2.12 to reflect that BATS Trading, Inc., the
affiliated BZX and BYX routing broker dealer, would also act as the
inbound router for routing orders from BYX and BZX to the Exchange. In
the context of the Merger, the BGM Affiliated Exchanges are working to
migrate EDGX and EDGA onto the BATS technology platform, and align
certain system functionality, retaining only intended differences
between the BGM Affiliated Exchanges. As a result of these efforts, the
Exchange proposes to amend Rules 2.11, 2.12, 11.11 and 11.14 to replace
references to ``Direct Edge ECN LLC d/b/a DE Route'' and ``DE Route''
with ``BATS Trading'' to reflect that BATS Trading, Inc. will replace
DE Route at [sic] the Exchange's routing broker-dealer upon migration
of the Exchange onto the BATS technology platform. Thereafter, BATS
Trading will serve as the sole inbound and outbound routing broker-
dealer for the Exchange. The Exchange does not propose to amend the
requirements of any of these rules.
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    \3\ See Securities Exchange Act Release No. 71449 (January 30,
2014), 79 FR 6961 (February 5, 2014) (SR-EDGX-2013-43; SR-EDGA-2013-
34).
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Rule 2.11, BATS Trading as Outbound Router
    Pursuant to Exchange Rule 2.11, the Exchange relies on DE Route to
provide outbound routing services from itself to other Trading
Centers.\4\ The Exchange proposes to amend Rules 2.11 to replace all
references to DE Route with BATS Trading, as BATS Trading will replace
DE Route as the outbound routing service for the Exchange upon
migration of the Exchange onto the BATS technology platform. The
Exchange does not propose to amend the requirements of this rule.
Therefore, the conditions and limitations set forth in Exchange Rule
2.11 will continue to require that:
---------------------------------------------------------------------------

    \4\ Rule 600(b)(78) of Regulation NMS, 17 CFR 242.600(b)(78),
defines a ``Trading Center'' as ``a national securities exchange or
national securities association that operates an SRO trading
facility, an alternative trading system, an exchange market maker,
an OTC market maker, or any other broker or dealer that executes
orders internally by trading as principal or crossing orders as
agent.'' See also Exchange Rule 2.11(a).
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     The Exchange will regulate the BATS Trading as a facility
(as defined in Section 3(a)(2) of the Act), subject to Section 6 of the
Act. The Exchange will file with the Commission proposed rule changes
and fees relating to the BATS Trading outbound router function and BATS
Trading will be subject to the Exchange's non-discrimination
requirements.
     FINRA will carry out oversight and enforcement
responsibilities as the designated examining authority designated by
the Commission pursuant to Rule 17d-1 of the Act with the
responsibility for examining BATS Trading for compliance with
applicable financial responsibility rules.
     A Member's \5\ use of BATS Trading to route orders to
another Trading Center will be optional.
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    \5\ The term ``Member'' is defined as ``any registered broker or
dealer, or any person associated with a registered broker or dealer,
that has been admitted to membership in the Exchange. A Member will
have the status of a ``member'' of the Exchange as that term is
defined in Section 3(a)(3) of the Act.'' See Exchange Rule 1.5(n).
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     BATS Trading will not engage in any business other than
(a) its outbound router function, (b) its inbound router function as
described in Rule 2.12, (c) its usage of an error account in accordance
with Exchange Rule 2.11(a)(7) and (d) any other activities it may
engage in as approved by the Commission.
     The Exchange shall establish and maintain procedures and
internal controls reasonably designed to adequately restrict the flow
of confidential and proprietary

information between the Exchange and BATS Trading, and any other
entity, including any affiliate of BATS Trading, and, if BATS Trading
or any of its affiliates engage in any other business activities other
than providing routing services to the Exchange, between the segment of
BATS Trading or its affiliate that provides the other business
activities and the routing services.
     The Exchange or BATS Trading may cancel orders as either
deems to be necessary to maintain fair and orderly markets if and when
systems, technical or operational issues occur at the Exchange, BATS
Trading or a Trading Center. The Exchange or BATS Trading shall provide
notice of the cancellation of orders to affected Members as soon as
practicable.
     BATS Trading shall maintain an error account for the
purpose of liquidating an error position when such position, in the
judgment of the Exchange or BATS Trading, subject to the factors
described in Exchange Rule 2.11, cannot be fairly and practicably
assigned to one or more Members in its entirety. An error position can
be acquired if it results from a systems, technical or operational
issue experienced by BATS Trading, by the Exchange, or by a Trading
Center to which BATS Trading directed an outbound order.
    The books, records, premises, officers, agents, directors and
employees of BATS Trading will be deemed to be the books, records,
premises, officers, agents, directors and employees of the Exchange for
purposes of, and subject to oversight pursuant to, the Act. The books
and records of BATS Trading shall be subject at all times to inspection
and copying by the Exchange and the Commission. Nothing in Rule 2.11
will preclude officers, agents, directors or employees of the Exchange
from also serving as officers, agents, directors and employees of BATS
Trading.
Rule 2.12, BATS Trading as Inbound Router
    DE Route and BATS Trading provide Members of the Exchange, EDGA,
BZX and BYX with optional routing services to other Trading Centers.
Thus, in certain circumstances, DE Route and BATS Trading provide
inbound routing from EDGA, BYX, or BZX to the Exchange. Exchange Rule
2.12 governs this inbound routing of orders by DE Route and BATS
Trading to the Exchange in DE Route's and BATS Trading's capacity as a
facility of the Exchange. The Exchange proposes to amend Rule 2.12 to
remove all references to DE Route as BATS Trading will be the sole
inbound routing service for the Exchange upon migration of the Exchange
onto the BATS technology platform. The Exchange does not propose to
amend the requirements of this rule. Therefore, the conditions and
limitations set forth in Exchange Rule 2.12(a) will continue to require
that:
     The Exchange enter into (a) a plan pursuant to Rule 17d-2
under the Act with a non-affiliated self-regulatory organization
(``SRO'') to relieve the Exchange of regulatory responsibilities for
BATS Trading with respect to rules that are common rules between the
Exchange and the non-affiliated SRO, and (b) a regulatory services
contract (``Regulatory Contract'') with a non-affiliated SRO to perform
regulatory responsibilities for BATS Trading for unique Exchange rules.
     The Regulatory Contract require the Exchange to provide
the non-affiliated SRO with information, in an easily accessible
manner, regarding all exception reports, alerts, complaints, trading
errors, cancellations, investigations, and enforcement matters
(collectively ``Exceptions'') in which BATS Trading is identified as a
participant that has potentially violated Exchange or Commission rules,
and requires that the non-affiliated SRO provide a report, at least
quarterly, to the Exchange quantifying all Exceptions in which BATS
Trading is identified as a participant that has potentially violated
Exchange or Commission rules.
     The Exchange, on behalf of its parent company, establish
and maintain procedures and internal controls reasonably designed to
ensure that BATS Trading does not develop or implement changes to its
system based on non-public information obtained as a result of its
affiliation with the Exchange, until such information is available
generally to similarly situated Members of the Exchange.
     The Exchange furnish to BATS Trading only the same
information and on the same terms as the Exchange makes available in
the normal course of business to other users.\6\
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    \6\ See Exchange Rule 2.12(a)(2).
---------------------------------------------------------------------------

    In addition, Exchange Rule 2.12(b) states that, provided the
conditions in Exchange Rule 2.12(a) are complied with, and provided
further that DE Route operates as an outbound router on behalf of EDGA
on the same terms and conditions as it does for the Exchange, and in
accordance with the rules of EDGA, DE Route may provide inbound routing
services to the Exchange from EDGA. BATS Trading provides members of
the BGM Affiliated Exchanges (including EDGA) with optional routing
services to other market centers, which may include routing from a BGM
Affiliated Exchange to the Exchange. Therefore, the Exchange proposes
to remove reference to EDGA as BATS Trading will be required under
Exchange Rule 2.12(b) to operate as an outbound router on behalf of
each BATS Exchange on the same terms and conditions as it does for the
Exchange, and in accordance with the rules of each BATS Exchange, BATS
Trading may provide inbound routing services to the Exchange from each
BATS Exchange. The Exchange believes that Rule 2.12 will continue to
adequately manage the potential for conflicts of interest that could
arise from BATS Trading routing orders to the Exchange.
Rule 11.11(i), Market Access
    Rule 11.11(i) states that, in addition to the Exchange Rules
regarding routing to away Trading Centers, DE Route has, pursuant to
Rule 15c3-5 under the Act, implemented certain tests designed to
mitigate the financial and regulatory risks associated with providing
the Exchange's Members access to such away Trading Centers. Pursuant to
the policies and procedures developed by DE Route to comply with Rule
15c3-5, if an order or series of orders are deemed to be erroneous or
duplicative, would cause the entering Member's credit exposure to
exceed a preset credit threshold, or are non-compliant with applicable
pre-trade regulatory requirements (as defined in Rule 15c3-5), DE Route
will reject such orders prior to routing and/or seek to cancel any
orders that have been routed.
    The Exchange proposes to amend Rules 11.11(i) to replace all
references to DE Route with BATS Trading, as BATS Trading will be the
sole inbound routing service for the Exchange upon migration of the
Exchange onto the BATS technology platform. The Exchange does not
propose to amend the requirements of this rule. Under Rule 11.11(i) and
BZX and BYX Rules 11.13(e), BATS trading has, pursuant to Rule 15c3-5
under the Act, implemented certain tests designed to mitigate the
financial and regulatory risks associated with providing the Exchange's
Members with access to such away Trading Centers. BATS Trading also has
policies and procedures in place to comply with Rule 15c3-5, under
which BATS Trading will reject such orders prior to routing and/or seek
to cancel any orders that have been routed, where an order or series of
orders are deemed to be erroneous or duplicative, would cause the
entering Member's credit exposure to exceed a preset credit threshold,
or are non-compliant with applicable pre-

trade regulatory requirements (as defined in Rule 15c3-5).
Rule 11.14, Limitation of Liability
    The Exchange also proposes to amend Exchange Rule 11.14(g) to
replace references to DE Route with BATS Trading. Rule 11.14(g)
authorizes the Exchange, subject to express conditions and limitations,
to compensate Members for losses relating to orders routed by the
Exchange through DE Route to Trading Centers that the Member claims
resulted directly from a malfunction of the physical equipment, devices
and/or programming, or the negligent acts or omissions of the
employees, of such Trading Centers (``Trading Center Systems Issue'').
Rule 11.14(g) applies to Members that experience losses due to Trading
Center Systems Issues after DE Route routed the Members' orders to a
Trading Center that experienced such issues. Under Rule 11.14(g), as an
accommodation to Members, the Exchange, via DE Route, employs
reasonable efforts to submit Members' claims for compensation on such
Members' behalf to a Trading Center, and pass along to such Members the
full amount of compensation, if any, obtained by DE Route from such
Trading Center.
    Under Rule 11.14(g), the Exchange undertakes to accept claims for
losses submitted by Members, which claims must contain representations
from such Members as to the accuracy of the information contained
therein and that any losses incurred were the direct result of a
Trading Center Systems Issue.
    Upon migration of the Exchange onto BATS technology, BATS Trading
will be the Exchange's sole routing broker-dealer and responsible for
submitting claims under Rule 11.14(g). As amended, the Exchange would
continue to employ reasonable efforts to submit such claims, but via
BATS Trading instead of DE Route, to the Trading Center in question. If
and to the extent that BATS Trading were to receive compensation from a
Trading Center in response to a claim submitted on behalf of a Member,
the full amount of such compensation would be passed through to the
Member.
Implementation Date
    The Exchange intends to implement the proposed rule change on or
about January 12, 2015, which is the anticipated date upon which the
migration of the Exchange to the BATS technology platform will be
complete and BATS Trading, Inc. will replace DE Route as the Exchange's
routing broker-dealer.
2. Statutory Basis
    The Exchange believes that the proposed rule changes are consistent
with Section 6(b) of the Act \7\ and further the objectives of Section
6(b)(5) of the Act \8\ because they are designed to promote just and
equitable principles of trade, to remove impediments to and perfect the
mechanism of a free and open market and a national market system, to
foster cooperation and coordination with persons engaged in
facilitating transactions in securities, and, in general, to protect
investors and the public interest. The proposed rule change also is
designed to support the principles of Section 11A(a)(1) \9\ of the Act
in that it seeks to assure fair competition among brokers and dealers
and among exchange markets.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(5).
    \9\ 15 U.S.C. 78k-1(a)(1).
---------------------------------------------------------------------------

    The Exchange does not propose to amend the requirements of any of
its rules and the proposed rule changes are intended only to reflect
that BATS Trading will replace DE Route as the Exchange's routing
broker-dealer upon migration of the Exchange to the BATS technology
platform. A consistent technology offering through the use of a single
routing broker-dealer by each of the BGM Affiliated Exchange will, in
turn, simplify the technology implementation, changes and maintenance
by users of the Exchange that are also participants on EDGA, BZX, and
BYX. The proposed rule change would provide greater harmonization
between the rules of the BGM Affiliated Exchanges, resulting in greater
uniformity and less burdensome and more efficient regulatory
compliance. As such, the proposed rule change would foster cooperation
and coordination with persons engaged in facilitating transactions in
securities and would remove impediments to and perfect the mechanism of
a free and open market and a national market system.

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

    The Exchange does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act. The Exchange
reiterates that the proposed rule change is being proposed in the
context of the technology integration of the BGM Affiliated Exchanges.
Thus, the Exchange believes this proposed rule change is necessary to
permit fair competition among national securities exchanges. In
addition, the Exchange believes the proposed rule change will benefit
Exchange participants in that it is one of several changes necessary to
achieve a consistent technology offering by the BGM Affiliated
Exchanges.

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

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

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

    The Exchange has designated this rule filing as non-controversial
under Section 19(b)(3)(A) of the Act \10\ and paragraph (f)(6) of Rule
19b-4 thereunder.\11\ Because the proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative prior to 30 days from the date on which it was filed,
or such shorter time as the Commission may designate if consistent with
the protection of investors and the public interest, the proposed rule
change has become effective pursuant to Section 19(b)(3)(A) of the Act
and Rule 19b-4(f)(6) thereunder.\12\
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    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 17 CFR 240.19b-4.
    \12\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written
notice of its intent to file the proposed rule change, along with a
brief description and the text of the proposed rule change, at least
five business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission.
---------------------------------------------------------------------------

    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \13\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \14\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has asked the Commission to waive the 30-day operative delay in order
to permit the Exchange to implement the proposed rule change on January
12, 2015, which is the anticipated date upon which the migration of the
Exchange to the BATS technology platform will be complete and BATS
Trading will replace DE Route as the Exchange's routing broker-dealer.
The Exchange states that waiver of the operative delay is consistent
with the protection of investors and the public interest because it
will allow the Exchange to replace DE Route with

BATS Trading as the Exchange's routing broker-dealer upon migration of
the Exchange to the BATS technology platform, thereby enabling BATS
Trading to act as the routing broker-dealer for each of the BGM
Affiliated Exchanges in a timely manner and simplifying the technology
integration for Members of the Exchange that are also participants on
EDGA, BZX and BYX. In this regard, the Exchange notes that, since
completion of the Merger, both Members and the BGM Affiliated Exchanges
have made numerous systems changes in preparation for the technology
migration occurring on January 12, 2015, the Exchange has issued
frequent updates to Members informing them of the BGM Affiliated
Exchange technology migration as well as its anticipated time line so
that Members may make the requisite system changes, and the Exchange
has conducted multiple testing opportunities for Members to ensure that
both Members' and the Exchange's systems will operate in accordance
with the proposed rule change on January 12, 2015. The Commission
believes that waiving the 30-day operative delay is consistent with the
protection of investors and the public interest. Therefore, the
Commission hereby waives the operative delay and designates the
proposed rule change operative upon filing.\15\
---------------------------------------------------------------------------

    \13\ 17 CFR 240.19b-4(f)(6).
    \14\ 17 CFR 240.19b-4(f)(6)(iii).
    \15\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) of the Act \16\ to determine whether the proposed
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-EDGX-2014-35 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-EDGX-2014-35. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room at 100 F Street NE.,
Washington, DC 20549-1090 on official business days between the hours
of 10:00 a.m. and 3:00 p.m. Copies of such filing also will be
available for inspection and copying at the principal office of the
Exchange. All comments received will be posted without change; the
Commission does not edit personal identifying information from
submissions. You should submit only information that you wish to make
available publicly. All submissions should refer to File Number SR-
EDGX-2014-35, and should be submitted on or January 23, 2015.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
---------------------------------------------------------------------------

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

Brent J. Fields,
Secretary.
[FR Doc. 2014-30699 Filed 12-31-14; 8:45 am]
BILLING CODE 8011-01-P


MEMORANDUM

DATE:		September 25, 2014

TO:		Clean Power Plan for Existing Power Plants; Docket Id: OAR - 2013-0602

FROM:	EPA Region 1

SUBJECT:	September 25, 2014, Meeting with Connecticut State Staff Regarding Proposed Clean Power Plan for Existing Power Plants
--------------------------------------------------------------------------------

SUMMARY

      A meeting was held between EPA and the attendees listed below on September 25, 2014 to discuss the proposed Clean Power Plan for Existing Power Plants. Discussion covered state goal calculations and data inputs, focusing on renewable energy.

ATTENDEES (all by phone)

Connecticut Department of Energy and Environmental Protection:
Jaimeson Sinclair
Eric Annes
Jeff Howard
Ferdinand Pascua

EPA:
Shutsu Wong
Dave Conroy
John Moskal
Bob McConnell
David Risley
Matt Clouse
Michael Cohen
Brian Fisher
David Solomon
Nick Swanson
Juan Santiago
Jenny Noonan
Colin Boswell

Questions attached.


[Federal Register Volume 78, Number 63 (Tuesday, April 2, 2013)]
[Notices]
[Pages 19758-19763]
[FR Doc No: 2013-07588]

=======================================================================
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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 30438; 813-310]

Stetson Capital Fund LP and Davis Polk & Wardwell LLP; Notice of
Application

March 27, 2013.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an 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, except sections 9, 17, 30 and
36 through 53, and the rules and regulations under the Act (the ``Rules
and Regulations''). With respect to sections 17(a), (d), (f), (g), and
(j) of the Act, sections 30(a), (b), (e), and (h) of the Act and the
Rules and Regulations and rule 38a-1 under the Act, applicants request
a limited exemption as set forth in the application.

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Summary of the Application: Applicants request an order to exempt
certain limited partnerships formed for the benefit of eligible
employees of Davis Polk & Wardwell LLP and its affiliates from certain
provisions of the Act. Each limited partnership will be an ``employees'
securities company'' within the meaning of section 2(a)(13) of the Act.

Applicants: Stetson Capital Fund LP (the ``Existing Fund'') and Davis
Polk & Wardwell LLP (``DPW'').

Filing Dates: The application was filed on October 10, 2000, and
amended on January 22, 2004, July 25, 2008, April 10, 2012, and
December 21, 2012. Applicants have agreed to file an amendment during
the notice period, the substance of which is reflected in this notice.

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 April 22, 2013, and should be accompanied by proof of service
on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, the reason for the request, and the issues
contested. Persons who wish to be notified of a hearing may request
notification by writing to the Commission's Secretary.

ADDRESSES: Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange
Commission, 100 F Street NE., Washington, DC, 20549-1090. Applicants,
450 Lexington Avenue, New York, NY 10017.

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, Exemptive Applications 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 for an
applicant using the Company name box, at http://www.sec.gov/search/seach.htm or by calling<PHONE_NUMBER>.

Applicants' Representations

    1. DPW, a New York limited liability partnership, is an
international law firm. Entities controlling, controlled by, or under
common control with DPW, including any related law partnership
affiliated with DPW, are the ``DPW Entities.''
    2. The Existing Fund is a Delaware limited partnership formed in
2000 pursuant to a limited partnership agreement. The applicants may in
the future offer additional pooled investment vehicles substantially
similar in all material respects (other than form of organization,
investment objective and strategy, and other differences described in
the application) to Eligible Investors (as defined below) (the
``Subsequent Funds'' and, together with the Existing Fund, the
``Investment Funds''). The applicants anticipate that each Subsequent
Fund also will be structured as a limited partnership, although a
Subsequent Fund could be structured as a domestic or offshore general
partnership, limited liability company or corporation. The operating
agreements of the Investment Funds are the ``Investment Fund
Agreements.'' An Investment Fund may include a single vehicle designed
to issue interests in series or having similar features to enable a
single Investment Fund to function as if it were several successive
Investment Funds for ease of administration. Each Investment Fund will
be an employees' securities company within the meaning of section
2(a)(13) of the Act.
    3. The Existing Fund has been established to enable certain
Eligible Investors to participate in certain investment opportunities
that come to

the attention of DPW, the DPW Entities or the General Partner (as
defined below) of the Existing Fund. These opportunities may include
investments in operating businesses, separate accounts with registered
or unregistered investment advisers, investments in pooled investment
vehicles such as registered investment companies, investment companies
exempt from registration under the Act, commodity pools, and other
securities investments (each particular investment being referred to
herein as an ``Investment''). Applicants submit that a substantial
community of interest exists among DPW, the DPW Entities and the
members (``Members'') of the Existing Fund, given the purposes and
operations of the Existing Fund and the nature of the Eligible
Investors participating in such fund. DPW will ``control'' each
Investment Fund within the meaning of section 2(a)(9) of the Act.
    4. Interests in an Investment Fund (``Interests'') will be offered
and sold in reliance upon the exemption from registration under section
4(2) of the Securities Act of 1933 (the ``Securities Act'') or pursuant
to Regulation D under the Securities Act. Interests in any Investment
Fund (other than short-term paper) will be offered only to DPW, DPW
Entities, or Eligible Investors. ``Eligible Investors'' means persons
who at the time of investment are: (a) current or former partners of,
or lawyers employed by, or key administrative employees of, DPW or a
DPW Entity (``Eligible Employees''), (b) the immediate family members
of Eligible Employees, which are parents, children, spouses of
children, spouses, and siblings, including step or adoptive
relationships (``Immediate Family Members''), and (c) trusts or other
entities or arrangements the sole beneficiaries of which consist of
Eligible Employees or their Immediate Family Members, or the settlors
and the trustees of which consist of Eligible Employees or Eligible
Employees together with Immediate Family Members (``Eligible Trusts'').
To qualify as an Eligible Investor with respect to an Investment Fund,
each such person must, if purchasing an Interest from an Investment
Fund or from a Member, be an ``accredited investor'' as that term is
defined in Regulation D under the Securities Act, or, in the case of
Eligible Trusts, a trust, entity or arrangement for which an Eligible
Employee is a settlor and principal investment decision-maker.\1\ DPW
or any DPW Entity that acquires Interests in an Investment Fund will be
an accredited investor. Prior to offering Interests to an Eligible
Employee or Immediate Family Member, the General Partner must
reasonably believe that the Eligible Employee or Immediate Family
Member is a sophisticated investor capable of understanding and
evaluating the risks of participating in the Investment Fund without
the benefit of regulatory safeguards. The General Partner may impose
more restrictive standards for Eligible Investors in its discretion.
The beneficial owners of an Eligible Trust will be persons eligible to
hold interests in employees' securities companies as defined in section
2(a)(13) of the Act.
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    \1\ If an Eligible Trust is an entity or arrangement other than
a trust, (a) the reference to ``settlor'' shall be construed to mean
a person who created the vehicle or arrangement, alone or together
with others, and also contributed funds or other assets to the
vehicle, and (b) the reference to ``trustee'' shall be construed to
mean a person who performs functions similar to those of a trustee.
---------------------------------------------------------------------------

    5. An Investment Fund will be managed by its general partner
(``General Partner''). The managing member of the General Partner
(``Managing Member'') is a limited liability company that is managed by
the members of the management committee of DPW, who expect to delegate
most of their authority to an investment committee (``Investment
Committee''). The Investment Committee of an Investment Fund will
consist of approximately five persons who include the members of the
management committee of DPW and selected additional Members of such
Investment Fund. If a General Partner is formed as a wholly-owned
subsidiary of DPW, the members of the relevant Investment Committee
will be officers and/or directors of the subsidiary. The chief function
of the Investment Committee will be to review and select Investments
for an Investment Fund or a series thereof from time to time. The
General Partner will register as an investment adviser under the
Investment Advisers Act of 1940 (the ``Advisers Act''), if such
registration is required under the Advisers Act and the rules
thereunder.
    6. Administration of each Investment Fund will be vested in the
General Partner. The General Partner may determine to delegate
administrative activities to a third-party administrator. If a third-
party administrator is retained by the General Partner, the
administrator will not recommend Investments or exercise investment
discretion. The only functions of the administrator will be
ministerial.
    7. The specific investment objectives and strategies for an
Investment Fund will be set forth in an informative memorandum relating
to the Interests being offered, and in the relevant Investment Fund
Agreement, and each Eligible Investor will receive a copy of the
informative memorandum and Investment Fund Agreement before making an
investment in the Investment Fund. The terms of an Investment Fund will
be disclosed to each Eligible Investor at the time the investor is
invited to participate in the Investment Fund.
    8. The value of the Members' capital accounts will be determined at
such times as the General Partner deems appropriate or necessary;
however, such valuation will be done at least annually at the
Investment Fund's fiscal year-end. The General Partner will value the
assets held by an Investment Fund at the current market price (closing
price) in the case of marketable securities. All other securities or
assets will be valued by the General Partner in good faith at fair
value.
    9. Each Investment Fund will generally bear its own expenses. DPW
may be reimbursed by an Investment Fund for reasonable and necessary
out of pocket costs directly associated with the organization and
operation of the Investment Fund, including administrative expenses. No
Investment Fund will be charged legal fees by DPW, and there will be no
allocation of any of DPW's operating expenses to the Investment Funds.
Some of the investment opportunities available to an Investment Fund
may involve parties for which DPW was, is or will be retained to act as
legal counsel, and DPW may be paid by such parties for legal services
and for related disbursements and charges. These amounts paid to DPW
will not be paid by an Investment Fund itself but by the entities in
which an Investment Fund invests or their sponsors. No management fee
or other compensation will be paid by an Investment Fund or the Members
to the Investment Committee or the General Partner. Also, no fee of any
kind will be charged in connection with the sale of Interests in an
Investment Fund.
    10. Within 120 days after the end of its fiscal year, or as soon as
practicable thereafter, each Investment Fund will send its Members an
annual report regarding its operations. The annual report of the
Investment Fund will contain financial statements audited by an
independent accounting firm. For purposes of this requirement,
``audit'' has the meaning defined in rule 1-02(d) of Regulation S-X.
The Investment Fund will maintain a file containing any financial
statements and other information received from the issuers of the
Investments held by the Investment

Fund, and will make such file available for inspection by its Members
in accordance with its Investment Fund Agreement. Each Investment Fund,
within 90 days or as soon as practicable after the end of each fiscal
year of the Investment Fund, will transmit a report to each Member
setting out information with respect to that Member's distributive
share of income, gains, losses, credits and other items for federal
income tax purposes, resulting from the operation of the Investment
Fund during that year.
    11. Members will not be entitled to redeem their Interests in an
Investment Fund. A Member will be permitted to transfer his or her
Interest only with the express consent of the General Partner, which
may be withheld in the discretion of the General Partner, and then only
to DPW, a DPW Entity or an Eligible Investor. A Member will not be
subject to removal except for good cause as determined by the General
Partner, or if the General Partner, in its discretion, deems such
withdrawal to be in the best interest of the Investment Fund. The
Interests of a Member who is no longer eligible to own interests in an
employees' securities company as defined in section 2(a)(13) of the Act
will be repurchased, subject to the minimum payment provisions
described below. The General Partner does not currently intend to
require any Member to withdraw.\2\ Upon withdrawal or sale of a
Member's Interest, the Investment Fund or purchaser will at a minimum
pay to the Member the lesser of: (a) the amount of such Member's
capital contributions plus interest (calculated at a rate determined by
the General Partner to be reasonably comparable to interest earned by
the Investment Fund on temporary investments) less prior distributions;
and (b) the fair market value of the Interest as determined at the time
of such withdrawal or sale in good faith by the General Partner. If a
Member ceases to be a partner or employee of DPW or any DPW Entity,
such Member may continue to be a Member of the Investment Fund,
although with the consent of the General Partner such Member may be
permitted to reduce the unfunded portion of his or her Capital
Commitment (as defined below), assign his or her Interest to other
Eligible Investors and/or be paid for his or her Interest as described
above. The terms of any purchase will apply equally to any Immediate
Family Member of, or Eligible Trust related to, an Eligible Employee.
---------------------------------------------------------------------------

    \2\ The following circumstances, among others, could warrant the
withdrawal of a Member or sale of a Member's Interests to another
Eligible Investor: if a Member who is an Eligible Employee ceases to
be a partner or employee of DPW, an Immediate Family Member's or
Eligible Trust's related Eligible Employee ceases to be a partner or
employee of DPW, a Member defaults on his or her obligations to the
Investment Fund, adverse tax consequences were to inure to the
Investment Fund, the General Partner or any Member were a particular
Member to remain, or a situation in which the continued membership
of the Member would violate applicable law or regulations.
---------------------------------------------------------------------------

    12. Each Member will commit to contribute a fixed amount of capital
to an Investment Fund (``Capital Commitment''). To provide flexibility
in connection with an Investment Fund's obligation to contribute
capital to fund an Investment, and the associated obligation of the
Members to make capital contributions with respect to their Capital
Commitments, an Investment Fund Agreement may provide that the
Investment Fund may engage in borrowings in connection with such
funding of Investments. All borrowings by an Investment Fund with
respect to the funding of Investments will be non-recourse to the
Members,\3\ but may be secured by a pledge of the Members' respective
capital accounts and unfunded Capital Commitments. The Investment Funds
will not borrow from any person if the borrowing would cause any person
not named in section 2(a)(13) of the Act to own any outstanding
securities of the Investment Fund (other than short-term paper). If DPW
or a DPW Entity makes a loan to an Investment Fund, it (as lender) will
be entitled to receive interest, provided that the rate will be no less
favorable to the borrower than the rate that could be obtained on an
arm's length basis. An Investment Fund will not lend any funds to DPW
or a DPW Entity. If DPW or a DPW Entity extends a loan to an Eligible
Investor in respect of any Investment Fund, the loan will be made at an
interest rate no less favorable than that which could be obtained on an
arm's length basis. Loans will not be extended or arranged if otherwise
prohibited by law, including the Sarbanes-Oxley Act of 2002.
---------------------------------------------------------------------------

    \3\ This excludes indebtedness incurred specifically on behalf
of a Member where the Member has agreed to guarantee the loan or to
act as co-obligor on the loan.
---------------------------------------------------------------------------

    13. An Investment Fund will not acquire any security issued by a
registered investment company if immediately after the acquisition the
Investment Fund would own more than 3% of the total outstanding voting
stock of the registered investment company.

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 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, the disposition
of the proceeds of any sales of the company's securities, 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 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 applicants from all provisions of the Act, except
sections 9, 17, 30, 36 through 53, and the Rules and Regulations. With
respect to sections 17(a), (d), (f), (g) and (j) and 30(a), (b), (e)
and (h) of the Act and the Rules and Regulations, and rule 38a-1 under
the Act, applicants request a limited exemption as set forth in the
application.
    3. Section 17(a) of the Act 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 company.
Applicants request an exemption from section 17(a) to permit an
Investment Fund: to invest in or participate as a selling security-
holder in a principal transaction with one or more affiliated persons
(as defined in section 2(a)(3) of the Act) of an Investment Fund
(``First-Tier Affiliates'') and affiliated persons of such First-Tier
Affiliates (``Second-Tier

Affiliates,'' and together with First-Tier Affiliates, ``Affiliates'').
    4. Applicants submit that the exemptions sought from section 17(a)
are consistent with the purposes of the Act and the protection of
investors. Applicants state that the Members will be informed in an
Investment Fund's offering materials of the possible extent of the
dealings by such Investment Fund and any portfolio company with DPW,
any DPW Entity or any affiliated person thereof. Applicants also state
that, as experienced professionals acting on behalf of financial
services businesses, the Members will be able to evaluate the risks
associated with such dealings. Applicants assert that the community of
interest among the General Partner, the Members, DPW and the DPW
Entities will serve to reduce the risk of abuse in transactions
involving an Investment Fund and DPW, any DPW Entity or any affiliated
person thereof.
    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 registered investment
company unless authorized by the Commission. Applicants request an
exemption from section 17(d) and rule 17d-1 to the extent necessary to
permit an Investment Fund to engage in transactions in which an
Affiliate participates as a joint or a joint and several participant
with such Investment Fund.
    6. Joint transactions in which an Investment Fund could participate
might include the following: (a) a joint investment by one or more
Investment Funds in a security in which DPW or a DPW Entity, or another
Investment Fund, is a joint participant or plans to become a
participant; (b) a joint investment by one or more Investment Funds in
another Investment Fund; and (c) a joint investment by one or more
Investment Funds in a security in which an Affiliate is an investor or
plans to become an investor, including situations in which an Affiliate
has a partnership or other interest in, or compensation arrangements
with, such issuer, sponsor or offeror.
    7. Applicants assert that compliance with section 17(d) and rule
17d-1 would cause an Investment Fund to forego investment opportunities
simply because a Member, DPW, a DPW Entity or other affiliated persons
of the Investment Fund, DPW or the DPW Entities also had or
contemplated making a similar investment. In addition, because
attractive investment opportunities of the types considered by an
Investment Fund often require that each participant make available
funds in an amount that may be substantially greater than that
available to the investor alone, there may be certain attractive
opportunities of which an Investment Fund may be unable to take
advantage except as a co-participant with other persons, including
Affiliates. Applicants believe that the flexibility to structure co-
and joint investments in the manner described above will not involve
abuses of the type section 17(d) and rule 17d-1 were designed to
prevent. Applicants acknowledge that any transactions subject to
section 17(d) and rule 17d-1 for which exemptive relief has not been
requested in the application would require specific approval by the
Commission.
    8. Section 17(f) of the Act designates the entities that may act as
investment company custodians, and rule 17f-2 under the Act allows an
investment company to act as self-custodian. Applicants request an
exemption to permit the following exceptions from the requirements of
rule 17f-2: (i) Compliance with paragraph (b) of the rule may be
achieved through safekeeping in the locked files of DPW or a DPW
partner; (ii) for the purposes of the rule, (A) employees of DPW or a
DPW Entity will be deemed employees of the Investment Funds, (B)
officers and members of the Managing Member and members of the
Investment Committee will be deemed to be officers of such Investment
Funds, and (C) officers and members of the Managing Member and members
of the Investment Committee will be deemed to be the board of directors
of such Investment Funds; and (iii) instead of the verification
procedure under paragraph (f) of the rule, verification will be
effected quarterly by two employees, each of whom shall have sufficient
knowledge, sophistication and experience in business matters to perform
such examination. Applicants expect that most of the Investments will
be evidenced by partnership agreements or similar documents. Such
instruments are most suitably kept in DPW's files, where they can be
referred to as necessary. Applicants will comply with all other
provisions of rule 17f-2.
    9. Section 17(g) and rule 17g-1 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 directors who are not interested persons of a registered investment
company (``disinterested directors'') take certain actions and give
certain approvals relating to fidelity bonding. Applicants request an
exemption from the requirement, contained in rule 17g-1, that a
majority of the ``directors'' of the Investment Funds who are not
``interested persons'' of the respective Investment Funds (as defined
in the Act) take certain actions and make certain approvals concerning
bonding and request instead that such actions and approvals be taken by
the Managing Members, regardless of whether any of them is deemed to be
an interested person of the Investment Funds. Each Managing Member will
be an interested person of the Investment Funds.
    10. The Investment Funds 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 relating to the
provisions of notices to the board of directors. Applicants also
request an exemption from the requirements of rule 17g-1(j)(3) that the
Investment Funds have a majority of disinterested directors, that those
disinterested directors select and nominate any other disinterested
directors, and that any legal counsel for those disinterested directors
be independent legal counsel. Applicants believe that the filing
requirements of rule 17g-1 are burdensome and unnecessary as applied to
the Investment Funds. The General Partner will maintain the materials
otherwise required to be filed with the Commission by rule 17g-1(g) and
the applicants agree that all such material will be subject to
examination by the Commission and its staff. The General Partner will
designate a person to maintain the records otherwise required to be
filed with the Commission under paragraph (g) of the rule. The
Investment Funds will comply with all other requirements of rule 17g-1.
The fidelity bond of the Investment Funds will cover the Investment
Committee, the General Partner and all employees of DPW or any DPW
Entity who have access to the securities or funds of the Investment
Funds.
    11. Applicants request an exemption from the requirements,
contained in section 17(j) of the Act and rule 17j-1 under the Act,
that every registered investment company adopt a written code of ethics
and every ``access person'' of such registered investment company
report to the investment company with respect to transactions in any
security in which such access person has, or by reason of the
transaction acquires, any direct or indirect beneficial ownership in
the security. Applicants request an exemption from the requirements in
rule 17j-1, with the exception of rule

17j-1(b), because they are burdensome and unnecessary as applied to the
Investment Funds and because the exemption is consistent with the
policy of the Act. Requiring the Investment Funds to adopt a written
code of ethics and requiring access persons to report each of their
securities transactions would be time-consuming and expensive and would
serve little purpose in light of, among other things, the community of
interest among the Members of the Investment Fund and the General
Partner by virtue of their common association with DPW or a DPW Entity.
Accordingly, the requested exemption is consistent with the purposes of
the Act because the dangers against which section 17(j) and rule 17j-1
are intended to guard are not present in the case of the Investment
Funds.
    12. Applicants request an exemption from the requirements in
sections 30(a), 30(b), and 30(e) of the Act, and the Rules and
Regulations 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 the Investment Funds and would entail
administrative and legal costs that outweigh any benefit to the
Members. Applicants request exemptive relief to the extent necessary to
permit the Investment Funds to report annually to their Members.
Applicants also request an exemption from section 30(h) of the Act to
the extent necessary to exempt the General Partner, any 10 percent
shareholder, and any other person who may be deemed to be an officer,
director, member of an advisory board, or otherwise subject to section
30(h), from filing Forms 3, 4 and 5 under section 16 of the Securities
Exchange Act of 1934 (``Exchange Act'') with respect to their ownership
of Interests in the Investment Funds. Applicants assert that, because
there is no trading market for Interests and the transfer of Interests
is severely restricted, these filings are unnecessary for the
protection of investors and burdensome to those required to make them.
    13. 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 Investment Fund will comply with rule 38a-
1(a), (c) and (d), except that (i) the members of the Investment
Committee of each Investment Fund will fulfill the responsibilities
assigned to the board of directors under the rule, and (ii) because all
members of the Investment Committee would be considered interested
persons of the Investment Funds, approval by a majority of the
disinterested board members required by rule 38a-1 will not be
obtained. In addition, the Investment Funds will comply with the
requirement in rule 38a-1(a)(4)(iv) that the chief compliance officer
meet with the disinterested directors by having the chief compliance
officer meet with the members of the Investment Committee.

Applicants' Conditions

    The applicants agree that any order granting the requested relief
will be subject to the following conditions:
    1. Each proposed transaction, to which an Investment Fund is a
party, otherwise prohibited by section 17(a) or section 17(d) and rule
17d-1 (the ``Section 17 Transactions'') will be effected only if the
Investment Committee determines that: (a) The terms of the Section 17
Transaction, including the consideration to be paid or received, are
fair and reasonable to Members of the Investment Fund and do not
involve overreaching of the Investment Fund or its Members on the part
of any person concerned; and (b) the Section 17 Transaction is
consistent with the interests of the Members of the Investment Fund,
the Investment Fund's organizational documents and the Investment
Fund's reports to its Members.
    In addition, the Investment Committee will record and preserve a
description of such Section 17 Transactions, the findings of the
Investment Committee, the information or materials upon which their
findings are based and the basis therefor. All such records will be
maintained for the life of the Investment Fund and at least six years
thereafter, and will be subject to examination by the Commission and
its staff. All such records will be maintained in an easily accessible
place for at least the first two years.
    2. If purchases or sales are made by an Investment Fund from or to
an entity affiliated with the Investment Fund by reason of a member of
the Investment Committee (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
Investment Fund's determination of whether or not to effect the
purchase or sale.
    3. The Investment Committee 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 the Investment Fund, or any
affiliated person of such a person, promoter, or principal underwriter.
    4. The Investment Committee will not purchase for an Investment
Fund any Investment in which a Co-Investor, as defined below, has 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 Investment
Fund and the Co-Investor are participants, unless any such Co-Investor,
prior to disposing of all or part of its investment: (a) Gives the
Investment Fund holding such investment sufficient, but not less than
one day's notice of its intent to dispose of its investment, and (b)
refrains from disposing of its investment unless the Investment Fund
holding such investment has the opportunity to dispose of its
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 an Investment Fund means any person who is: (a) An
affiliated person of the Investment Fund; (b) DPW and any DPW Entity;
(c) a current or former partner, lawyer employed by or key
administrative employee of DPW or a DPW Entity; (d) a company in which
a member of the Investment Committee, DPW or a DPW Entity acts as an
officer, director, or general partner, or has a similar capacity to
control the sale or disposition of the company's securities; or (e) an
investment vehicle offered, sponsored, or managed by DPW or an
affiliated person of DPW.
    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 or a trust established for the benefit of any such family
member; (c) when the investment is comprised of securities that are
listed on a national securities exchange registered under section 6 of
the Exchange Act; (d) when the investment is comprised of securities
that are national market system (``NMS'') stocks pursuant to section
11A(a)(2) of the Exchange Act and rule 600(a) of Regulation NMS
thereunder; (e) when

the investment is comprised of securities that are listed on 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 of securities; or (f) when the investment is comprised of
securities that are government securities as defined in section
2(a)(16) of the Act.
    5. An Investment Fund will send, within 120 days after the end of
its fiscal year, or as soon as practicable thereafter, to each Member
who had an interest in the Investment Fund at any time during the
fiscal year then ended, reports and information regarding the
Investments, including financial statements for such Investment Fund
audited by an independent accounting firm. The Investment Committee
will make a valuation or have a valuation made of all of the assets of
an Investment Fund as of each fiscal year end. In addition, within 90
days after the end of each fiscal year of the Investment Fund or as
soon as practicable thereafter, the Investment Fund shall send a report
to each person who was a Member at any time during the fiscal year then
ended, setting forth such tax information as shall be necessary for the
preparation by the Member of his or her federal and state income tax
returns and a report of the investment activities of the Investment
Fund during such year.
    6. An Investment Fund will maintain and preserve, for the life of
the Investment Fund and at least six years thereafter, such accounts,
books, and other documents as constitute the record forming the basis
for the audited financial statements and annual reports of the
Investment Fund to be provided to its Members, and agrees that all such
records will be subject to examination by the Commission and its staff.
All such records will be maintained in an easily accessible place for
at least the first two years. For the Commission, by the Division of
Investment Management, pursuant to delegated authority.

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-07588 Filed 4-1-13; 8:45 am]
BILLING CODE 8011-01-P