[Federal Register Volume 81, Number 45 (Tuesday, March 8, 2016)]
[Notices]
[Pages 12155-12159]
[FR Doc No: 2016-05106]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-32018; File No. 812-14454]

Crescent Capital BDC Inc., et al.; Notice of Application

March 2, 2016.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order under sections 17(d) and
57(i) of the Investment Company Act of 1940 (the ``Act'') and rule 17d-
1 under the Act to permit certain joint transactions otherwise
prohibited by sections 17(d) and 57(a)(4) of the Act and rule 17d-1
under the Act.

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SUMMARY: Summary of Application: Applicants request an order to permit
a business development company (``BDC'') and certain closed-end
management investment companies to co-invest in portfolio companies
with each other and with affiliated investment funds.
    Applicants: Crescent Capital BDC, Inc. (``Crescent''); CBDC
Advisors, LLC (``CBDC Advisors''); Crescent Mezzanine Partners VI, LP,
Crescent Mezzanine Partners VIB, LP, Crescent Mezzanine Partners VIC,
LP, Crescent Long/Short Credit Opportunity Fund, LP, Crescent Capital
High Income Fund, LP, Crescent Capital High Income Fund B, L.P.,
Crescent Capital High Yield Fund, LP, Crescent Senior Secured Floating
Rate Loan Fund, LLC, Crescent Senior Secured Floating Rate Loan Fund
(Cayman), LP, Crescent/Kamehameha Schools Partnership, LP, NPS/Crescent
Strategic Partnership, LP, Crescent (TX) Direct Lending Fund, L.P.,
Crescent Direct Lending Fund, L.P., CDL Unit Trust (Ireland), Crescent
Direct Lending SBIC Fund, L.P., Crescent Special Situations Fund
(Investor Group), L.P., Crescent European Specialty Lending Fund, L.P.,
Crescent European Specialty Loan Fund SCS, SICAV-FIS, Crescent European
Specialty Lending Fund (Levered) LP, Crescent European Specialty
Lending Fund (Cayman-Levered) LP, Crescent European Specialty Lending
Fund (Cayman) LP, Crescent European Specialty Lending Fund for ERISA
Plans LP, Crescent Mezzanine Partners VII (Ltl), L.P., Crescent
Mezzanine Partners VII, L.P., Crescent Mezzanine Partners VIIB, L.P.,
Crescent Mezzanine Partners VIIC (LTL), L.P., Crescent Mezzanine
Partners VIIC, L.P., and Crescent/AEGIS Partnership, L.P.
(collectively, the ``Existing Affiliated Funds''); Crescent Capital
Group LP (``Crescent Capital''); and Crescent Direct Lending
Management, LLC, Crescent SBIC Management, LLC, and Crescent Credit
Europe LLP (collectively with Crescent Capital, the ``Existing Crescent
Advisers'').

DATES: Filing Dates: The application was filed on April 15, 2015, and
amended on June 25, 2015, August 18, 2015, November 18, 2015, February
26, 2016, and March 1, 2016.
    Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicants with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on March 28, 2016, 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, 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
St. NE., Washington, DC 20549-1090. Applicants: 11100 Santa Monica
Blvd., Suite 2000, Los Angeles, CA 90025.

FOR FURTHER INFORMATION CONTACT: Mark N. Zaruba, Senior Counsel, at
(202) 551-6878 or Mary Kay Frech, Branch Chief, at<PHONE_NUMBER>
(Chief Counsel's Office, Division of Investment Management).

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/search.htm or by calling<PHONE_NUMBER>.

Applicants' Representations

    1. Crescent is a Delaware corporation organized as a closed-end
management investment company that has elected to be regulated as a BDC
under section

54(a) of the Act.\1\ Crescent's investment objective is to maximize the
total return to its stockholders in the form of current income and
capital appreciation. Crescent's primary focus is originating and
investing primarily in secured debt (including senior secured,
unitranche and second lien debt) and unsecured debt (including senior
unsecured and subordinated debt), as well as related equity securities
of private U.S. middle-market companies. The board of directors
(``Board'') of Crescent has five members, three of which members are
not ``interested persons'' as defined in section 2(a)(19) of the Act
(``Independent Directors'').\2\
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    \1\ Section 2(a)(48) defines a BDC to be any closed-end
investment company that operates for the purpose of making
investments in securities described in sections 55(a)(1) through
55(a)(3) of the Act and makes available significant managerial
assistance with respect to the issuers of such securities.
    \2\ The term ``Independent Directors'' refers to the independent
directors or trustees of any Regulated Entity (defined below).
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    2. CBDC Advisors is a Delaware limited liability company and is an
investment adviser registered with the Commission under the Investment
Advisers Act of 1940 (``Advisers Act''). CBDC Advisors serves as the
investment adviser to Crescent, which is currently CBDC Advisors' sole
client.
    3. Crescent Capital is a limited partnership organized under the
Delaware Revised Uniform Limited Partnership Act, Crescent Direct
Lending Management, LLC and Crescent SBIC Management, LLC are each
Delaware limited liability companies, and Crescent Credit Europe LLP is
a limited liability partnership organized in England and Wales. Each
Existing Crescent Adviser is registered as an investment adviser under
the Advisers Act.
    4. The Existing Affiliated Funds pursue strategies focused on
originating and investing primarily in secured debt (including senior
secured, unitranche and second lien debt) and unsecured debt (including
senior unsecured and subordinated debt), as well as related equity
securities of private U.S. middle-market companies. Each Existing
Affiliated Fund is advised by a Crescent Adviser \3\ and would be an
investment company but for section 3(c)(1) or 3(c)(7) of the Act.
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    \3\ ``Crescent Adviser'' means any Existing Crescent Adviser or
any future investment adviser that controls, is controlled by, or is
under common control with Crescent Capital and is registered as an
investment adviser under the Advisers Act.
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    5. Applicants seek an order (``Order'') to permit a Regulated
Entity \4\ and one or more other Regulated Entities and one or more
Affiliated Funds \5\ to (a) participate in the same investment
opportunities through a proposed co-investment program where such
participation would otherwise be prohibited under sections 17 and 57 of
the Act; and (b) make additional investments in securities of such
issuers (``Follow-On Investments''), including through the exercise of
warrants, conversion privileges, and other rights to purchase
securities of the issuers. ``Co-Investment Transaction'' means any
transaction in which a Regulated Entity (or its Wholly-Owned Investment
Subsidiary, as defined below) participated together with one or more
other Regulated Entities and/or Affiliated Funds in reliance on the
requested Order. ``Potential Co-Investment Transaction'' means any
investment opportunity in which a Regulated Entity (or its Wholly-Owned
Investment Subsidiary) seeks to participate together with one or more
other Regulated Entities and/or Affiliated Funds in reliance on the
Order.\6\
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    \4\ ``Regulated Entity'' refers to Crescent and the Future
Regulated Entities. ``Future Regulated Entity'' means any closed-end
management investment company whose investment adviser is the CBDC
Advisors or any future investment adviser that controls, is
controlled by, or is under common control with CBDC Advisors and is
registered as an investment adviser under the Advisers Act (each
such investment adviser, a ``Regulated Entity Adviser'').
    \5\ ``Affiliated Fund'' means any Existing Affiliated Fund or
any Future Affiliated Fund. ``Future Affiliated Fund'' means any
investment fund that would be an ``investment company'' but for
section 3(c)(1) or 3(c)(7) of the Act, is formed in the future, and
is advised by a Crescent Adviser. No Affiliated Fund is or will be a
subsidiary of a Regulated Entity.
    \6\ All existing entities that currently intend to rely upon the
requested Order have been named as applicants. Any other existing or
future entity that subsequently relies on the Order will comply with
the terms and conditions of the application.
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    6. Applicants state that a Regulated Entity may, from time to time,
form a Wholly-Owned Investment Subsidiary.\7\ Such a subsidiary would
be prohibited from investing in a Co-Investment Transaction with any
other Regulated Entity or Affiliated Fund because it would be a company
controlled by its parent Regulated Entity for purposes of section
57(a)(4) and rule 17d-1. Applicants request that each Wholly-Owned
Investment Subsidiary be permitted to participate in Co-Investment
Transactions in lieu of its parent Regulated Entity and that the
Wholly-Owned Investment Subsidiary's participation in any such
transaction be treated, for purposes of the Order, as though the parent
Regulated Entity were participating directly. Applicants represent that
this treatment is justified because a Wholly-Owned Investment
Subsidiary would have no purpose other than serving as a holding
vehicle for the Regulated Entity's investments and, therefore, no
conflicts of interest could arise between the Regulated Entity and the
Wholly-Owned Investment Subsidiary. The Regulated Entity's Board would
make all relevant determinations under the conditions with regard to a
Wholly-Owned Investment Subsidiary's participation in a Co-Investment
Transaction, and the Regulated Entity's Board would be informed of, and
take into consideration, any proposed use of a Wholly-Owned Investment
Subsidiary in the Regulated Entity's place. If the Regulated Entity
proposes to participate in the same Co-Investment Transaction with any
of its Wholly-Owned Investment Subsidiaries, the Board will also be
informed of, and take into consideration, the relative participation of
the Regulated Entity and the Wholly-Owned Investment Subsidiary.
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    \7\ The term ``Wholly-Owned Investment Subsidiary'' means an
entity: (a) That is wholly-owned by a Regulated Entity (with such
Regulated Entity at all times holding, beneficially and of record,
100% of the voting and economic interests); (b) whose sole business
purpose is to hold one or more investments on behalf of such
Regulated Entity (and, in the case of an entity that is licensed by
the Small Business Administration to operate under the Small
Business Investment Act of 1958, as amended (the ``SBA Act''), as a
small business investment company, to maintain a license under the
SBA Act and issue debentures guaranteed by the Small Business
Administration); (c) with respect to which the board of directors of
such Regulated Entity has the sole authority to make all
determinations with respect to the entity's participation under the
conditions of the application; and (d) that would be an investment
company but for section 3(c)(1) or 3(c)(7) of the Act. All
subsidiaries participating in Co-Investment Transactions will be
Wholly-Owned Investment Subsidiaries and will have Objectives and
Strategies (as defined below) that are either the same as, or a
subset of, their parent Regulated Entity's Objectives and
Strategies.
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    7. When considering Potential Co-Investment Transactions for any
Regulated Entity, the relevant Adviser \8\ will consider only the
Objectives and Strategies,\9\ investment policies, investment
positions, capital available for investment, and other pertinent
factors applicable to that Regulated Entity. CBDC Advisors expects that
any portfolio company that is an appropriate investment for a Regulated
Entity should also be an appropriate investment for one or more other
Regulated Entities and/or one or more

Affiliated Funds, with certain exceptions based on available capital or
diversification.\10\
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    \8\ The term ``Adviser'' means any Crescent Adviser or any
Regulated Entity Adviser.
    \9\ The term ``Objectives and Strategies'' means a Regulated
Entity's investment objectives and strategies as described in the
Regulated Entity's registration statement on Form 10, other filings
the Regulated Entity has made with the Commission under the
Securities Act of 1933 (the ``Securities Act'') or the Securities
Exchange Act of 1934, and the Regulated Entity's reports to
shareholders.
    \10\ The Regulated Entities, however, will not be obligated to
invest, or co-invest, when investment opportunities are referred to
them.
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    8. Other than pro rata dispositions and Follow-On Investments as
provided in conditions 7 and 8, and after making the determinations
required in conditions 1 and 2(a), the applicable Adviser will present
each Potential Co-Investment Transaction and the proposed allocation to
the directors of the Board eligible to vote under section 57(o) of the
Act (``Eligible Directors''), and the ``required majority,'' as defined
in section 57(o) of the Act (``Required Majority'') \11\ will approve
each Co-Investment Transaction prior to any investment by the
participating Regulated Entity.
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    \11\ In the case of a Regulated Entity that is a registered
closed-end fund, the Board members that make up the Required
Majority will be determined as if the Regulated Entity were a BDC
subject to section 57(o).
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    9. With respect to the pro rata dispositions and Follow-On
Investments provided in conditions 7 and 8, a Regulated Entity may
participate in a pro rata disposition or Follow-On Investment without
obtaining prior approval of the Required Majority if, among other
things: (i) The proposed participation of each Regulated Entity and
each Affiliated Fund in such disposition is proportionate to its
outstanding investments in the issuer immediately preceding the
disposition or Follow-On Investment, as the case may be; and (ii) the
Board of the Regulated Entity has approved that Regulated Entity's
participation in pro rata dispositions and Follow-On Investments as
being in the best interests of the Regulated Entity. If the Board does
not so approve, any such disposition or Follow-On Investment will be
submitted to the Regulated Entity's Eligible Directors. The Board of
any Regulated Entity may at any time rescind, suspend or qualify its
approval of pro rata dispositions and Follow-On Investments with the
result that all dispositions and/or Follow-On Investments must be
submitted to the Eligible Directors.
    10. No Independent Director of a Regulated Entity will have a
direct or indirect financial interest in any Co-Investment Transaction
(other than indirectly through share ownership in one of the Regulated
Entities), including any interest in any company whose securities would
be acquired in a Co-Investment Transaction.
    11. Under condition 14, if an Adviser, its principals, or any
person controlling, controlled by, or under common control with the
Adviser or its principals, and the Affiliated Funds (collectively, the
``Holders'') own in the aggregate more than 25 percent of the
outstanding voting shares of a Regulated Entity (the ``Shares''), then
the Holders will vote such Shares as directed by an independent third
party when voting on matters specified in the condition. Applicants
believe that this condition will ensure that the Independent Directors
will act independently in evaluating the co-investment program, because
the ability of an Adviser or its principals to influence the
Independent Directors by a suggestion, explicit or implied, that the
Independent Directors can be removed will be limited significantly.
Applicants represent that the Independent Directors will evaluate and
approve any such independent third party, taking into account its
qualifications, reputation for independence, cost to the Regulated
Entity's shareholders, and other factors that they deem relevant.

Applicants' Legal Analysis

    1. Section 57(a)(4) of the Act prohibits certain affiliated persons
of a BDC from participating in joint transactions with the BDC or a
company controlled by a BDC in contravention of rules as prescribed by
the Commission. In particular, section 57(a)(4) applies to any person
who is directly or indirectly controlling, controlled by, or under
common control with a BDC is subject to section 57(a)(4). Applicants
submit that each of the Regulated Entities and Affiliated Funds could
be deemed to be a person related to each Regulated Entity in a manner
described by section 57(b) by virtue of being under common control.
Section 57(i) of the Act provides that, until the Commission prescribes
rules under section 57(a)(4), the Commission's rules under section
17(d) of the Act applicable to registered closed-end investment
companies will be deemed to apply to transactions subject to section
57(a)(4). Because the Commission has not adopted any rules under
section 57(a)(4), rule 17d-1 also applies to joint transactions with
Regulated Entities that are BDCs. Section 17(d) of the Act and rule
17d-1 under the Act are applicable to Regulated Entities that are
registered closed-end investment companies.
    2. Section 17(d) of the Act and rule 17d-1 under the Act prohibit
affiliated persons of a registered investment company from
participating in joint transactions with the company unless the
Commission has granted an order permitting such transactions. In
passing upon applications under rule 17d-1, the Commission considers
whether the company's participation in the joint transaction is
consistent with the provisions, policies, and purposes of the Act and
the extent to which such participation is on a basis different from or
less advantageous than that of other participants.
    3. Applicants state that in the absence of the requested relief,
the Regulated Entities would be, in some circumstances, limited in
their ability to participate in attractive and appropriate investment
opportunities. Applicants believe that the proposed terms and
conditions will ensure that the Co-Investment Transactions are
consistent with the protection of each Regulated Entity's shareholders
and with the purposes intended by the policies and provisions of the
Act. Applicants state that the Regulated Entities' participation in the
Co-Investment Transactions will be consistent with the provisions,
policies, and purposes of the Act and on a basis that is not different
from or less advantageous than that of other participants.

Applicants' Conditions

    Applicants agree that the Order will be subject to the following
conditions:
    1. Each time an Adviser considers a Potential Co-Investment
Transaction for another Regulated Entity or an Affiliated Fund that
falls within a Regulated Entity's then-current Objectives and
Strategies, the Regulated Entity's Adviser will make an independent
determination of the appropriateness of the investment for the
Regulated Entity in light of the Regulated Entity's then-current
circumstances.
    2. (a) If the Adviser deems a Regulated Entity's participation in
any Potential Co-Investment Transaction to be appropriate for the
Regulated Entity, the Adviser will then determine an appropriate level
of investment for the Regulated Entity.
    (b) If the aggregate amount recommended by the applicable Adviser
to be invested by the applicable Regulated Entity in the Potential Co-
Investment Transaction together with the amount proposed to be invested
by the other participating Regulated Entities and Affiliated Funds,
collectively, in the same transaction, exceeds the amount of the
investment opportunity, the investment opportunity will be allocated
among them pro rata based on each participant's capital available for
investment in the asset class being allocated, up to the amount
proposed to be invested by each. The applicable Adviser will provide
the Eligible Directors of each participating Regulated Entity with
information

concerning each participating party's available capital to assist the
Eligible Directors with their review of the Regulated Entity's
investments for compliance with these allocation procedures.
    (c) After making the determinations required in conditions 1 and
2(a), the applicable Adviser will distribute written information
concerning the Potential Co-Investment Transaction (including the
amount proposed to be invested by each Regulated Entity and each
Affiliated Fund) to the Eligible Directors of each participating
Regulated Entity for their consideration. A Regulated Entity will co-
invest with another Regulated Entity or an Affiliated Fund only if,
prior to the Regulated Entity's participation in the Potential Co-
Investment Transaction, a Required Majority concludes that:
    (i) the terms of the Potential Co-Investment Transaction, including
the consideration to be paid, are reasonable and fair to the Regulated
Entity and its shareholders and do not involve overreaching in respect
of the Regulated Entity or its shareholders on the part of any person
concerned;
    (ii) the Potential Co-Investment Transaction is consistent with:
    (A) the interests of the Regulated Entity's shareholders; and
    (B) the Regulated Entity's then-current Objectives and Strategies;
    (iii) the investment by any other Regulated Entities or any
Affiliated Funds would not disadvantage the Regulated Entity, and
participation by the Regulated Entity would not be on a basis different
from or less advantageous than that of any other Regulated Entities or
any Affiliated Funds; provided that, if any other Regulated Entity or
any Affiliated Fund, but not the Regulated Entity itself, gains the
right to nominate a director for election to a portfolio company's
board of directors or the right to have a board observer or any similar
right to participate in the governance or management of the portfolio
company, such event shall not be interpreted to prohibit the Required
Majority from reaching the conclusions required by this condition
(2)(c)(iii), if:
    (A) the Eligible Directors will have the right to ratify the
selection of such director or board observer, if any; and
    (B) the applicable Adviser agrees to, and does, provide periodic
reports to the Board of the Regulated Entity with respect to the
actions of such director or the information received by such board
observer or obtained through the exercise of any similar right to
participate in the governance or management of the portfolio company;
and
    (C) any fees or other compensation that any Regulated Entity or any
Affiliated Fund or any affiliated person of any Regulated Entity or any
Affiliated Fund receives in connection with the right of a Regulated
Entity or an Affiliated Fund to nominate a director or appoint a board
observer or otherwise to participate in the governance or management of
the portfolio company will be shared proportionately among the
participating Affiliated Funds (who may each, in turn, share its
portion with its affiliated persons) and the participating Regulated
Entities in accordance with the amount of each party's investment; and
    (iv) the proposed investment by the Regulated Entity will not
benefit any Adviser, the other Regulated Entities, the Affiliated Funds
or any affiliated person of any of them (other than the parties to the
Co-Investment Transaction), except (A) to the extent permitted by
condition 13, (B) to the extent permitted by section 17(e) or 57(k) of
the Act, as applicable, (C) indirectly, as a result of an interest in
the securities issued by one of the parties to the Co-Investment
Transaction, or (D) in the case of fees or other compensation described
in condition 2(c)(iii)(C).
    3. Each Regulated Entity has the right to decline to participate in
any Potential Co-Investment Transaction or to invest less than the
amount proposed.
    4. The applicable Adviser will present to the Board of each
Regulated Entity, on a quarterly basis, a record of all investments in
Potential Co-Investment Transactions made by any of the other Regulated
Entities or Affiliated Funds during the preceding quarter that fell
within the Regulated Entity's then-current Objectives and Strategies
that were not made available to the Regulated Entity, and an
explanation of why the investment opportunities were not offered to the
Regulated Entity. All information presented to the Board pursuant to
this condition will be kept for the life of the Regulated Entity and at
least two years thereafter, and will be subject to examination by the
Commission and its staff.
    5. Except for Follow-On Investments made in accordance with
condition 8,\12\ a Regulated Entity will not invest in reliance on the
Order in any issuer in which another Regulated Entity, Affiliated Fund,
or any affiliated person of another Regulated Entity or Affiliated Fund
is an existing investor.
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    \12\ This exception applies only to Follow-On Investments by a
Regulated Entity in issuers in which that Regulated Entity already
holds investments.
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    6. A Regulated Entity will not participate in any Potential Co-
Investment Transaction unless the terms, conditions, price, class of
securities to be purchased, settlement date, and registration rights
will be the same for each participating Regulated Entity and Affiliated
Fund. The grant to another Regulated Entity or an Affiliated Fund, but
not the Regulated Entity, of the right to nominate a director for
election to a portfolio company's board of directors, the right to have
an observer on the board of directors or similar rights to participate
in the governance or management of the portfolio company will not be
interpreted so as to violate this condition 6, if conditions
2(c)(iii)(A), (B) and (C) are met.
    7. (a) If any Regulated Entity or an Affiliated Fund elects to
sell, exchange or otherwise dispose of an interest in a security that
was acquired in a Co-Investment Transaction, the applicable Adviser
will:
    (i) notify each Regulated Entity that participated in the Co-
Investment Transaction of the proposed disposition at the earliest
practical time; and
    (ii) formulate a recommendation as to participation by each
Regulated Entity in the disposition.
    (b) Each Regulated Entity will have the right to participate in
such disposition on a proportionate basis, at the same price and on the
same terms and conditions as those applicable to the participating
Regulated Entities and Affiliated Funds.
    (c) A Regulated Entity may participate in such disposition without
obtaining prior approval of the Required Majority if: (i) The proposed
participation of each Regulated Entity and each Affiliated Fund in such
disposition is proportionate to its outstanding investments in the
issuer immediately preceding the disposition; (ii) the Board of the
Regulated Entity has approved as being in the best interests of the
Regulated Entity the ability to participate in such dispositions on a
pro rata basis (as described in greater detail in the application); and
(iii) the Board of the Regulated Entity is provided on a quarterly
basis with a list of all dispositions made in accordance with this
condition. In all other cases, the Adviser will provide its written
recommendation as to the Regulated Entity's participation to the
Regulated Entity's Eligible Directors, and the Regulated Entity will
participate in such disposition solely to the extent that a Required
Majority determines that it is in the Regulated Entity's best
interests.

    (d) Each Regulated Entity and each Affiliated Fund will bear its
own expenses in connection with any such disposition.
    8. (a) If a Regulated Entity or an Affiliated Fund desires to make
a Follow-On Investment in a portfolio company whose securities were
acquired in a Co-Investment Transaction, the applicable Adviser will:
    (i) notify each Regulated Entity that participated in the Co-
Investment Transaction of the proposed transaction at the earliest
practical time; and
    (ii) formulate a recommendation as to the proposed participation,
including the amount of the proposed Follow-On Investment, by each
Regulated Entity.
    (b) A Regulated Entity may participate in such Follow-On Investment
without obtaining prior approval of the Required Majority if: (i) The
proposed participation of each Regulated Entity and each Affiliated
Fund in such investment is proportionate to its outstanding investments
in the issuer immediately preceding the Follow-On Investment; and (ii)
the Board of the Regulated Entity has approved as being in the best
interests of the Regulated Entity the ability to participate in Follow-
On Investments on a pro rata basis (as described in greater detail in
the application). In all other cases, the Adviser will provide its
written recommendation as to the Regulated Entity's participation to
the Eligible Directors, and the Regulated Entity will participate in
such Follow-On Investment solely to the extent that a Required Majority
determines that it is in the Regulated Entity's best interests.
    (c) If, with respect to any Follow-On Investment:
    (i) the amount of a Follow-On Investment is not based on the
Regulated Entities' and the Affiliated Funds' outstanding investments
immediately preceding the Follow-On Investment; and
    (ii) the aggregate amount recommended by the Adviser to be invested
by each Regulated Entity in the Follow-On Investment, together with the
amount proposed to be invested by the participating Affiliated Funds in
the same transaction, exceeds the amount of the opportunity; then the
amount invested by each such party will be allocated among them pro
rata based on each party's capital available for investment in the
asset class being allocated, up to the amount proposed to be invested
by each.
    (d) The acquisition of Follow-On Investments as permitted by this
condition will be considered a Co-Investment Transaction for all
purposes and subject to the other conditions set forth in the
application.
    9. The Independent Directors of each Regulated Entity will be
provided quarterly for review all information concerning Potential Co-
Investment Transactions and Co-Investment Transactions, including
investments made by other Regulated Entities and the Affiliated Funds
that the Regulated Entity considered but declined to participate in, so
that the Independent Directors may determine whether all investments
made during the preceding quarter, including those investments which
the Regulated Entity considered but declined to participate in, comply
with the conditions of the Order. In addition, the Independent
Directors will consider at least annually the continued appropriateness
for the Regulated Entity of participating in new and existing Co-
Investment Transactions.
    10. Each Regulated Entity will maintain the records required by
section 57(f)(3) of the Act as if each of the Regulated Entities were a
business development company and each of the investments permitted
under these conditions were approved by the Required Majority under
section 57(f) of the Act.
    11. No Independent Director of a Regulated Entity will also be a
director, general partner, managing member or principal, or otherwise
an ``affiliated person'' (as defined in the Act) of an Affiliated Fund.
    12. The expenses, if any, associated with acquiring, holding or
disposing of any securities acquired in a Co-Investment Transaction
(including, without limitation, the expenses of the distribution of any
such securities registered for sale under the Securities Act) will, to
the extent not payable by an Adviser under the investment advisory
agreements with the Regulated Entities and the Affiliated Funds, be
shared by the Affiliated Funds and the Regulated Entities in proportion
to the relative amounts of the securities held or to be acquired or
disposed of, as the case may be.
    13. Any transaction fee \13\ (including break-up or commitment fees
but excluding broker's fees contemplated by section 17(e) or 57(k) of
the Act, as applicable), received in connection with a Co-Investment
Transaction will be distributed to the participating Regulated Entities
and Affiliated Funds on a pro rata basis based on the amounts they
invested or committed, as the case may be, in such Co-Investment
Transaction. If any transaction fee is to be held by the Adviser
pending consummation of the transaction, the fee will be deposited into
an account maintained by the Adviser at a bank or banks having the
qualifications prescribed in section 26(a)(1) of the Act, and the
account will earn a competitive rate of interest that will also be
divided pro rata among the participating Regulated Entities and
Affiliated Funds based on the amounts they invest in such Co-Investment
Transaction. None of the Affiliated Funds, the Advisers, the other
Regulated Entities or any affiliated person of the Regulated Entities
or Affiliated Funds will receive additional compensation or
remuneration of any kind as a result of or in connection with a Co-
Investment Transaction (other than (a) in the case of the Regulated
Entities and the Affiliated Funds, the pro rata transaction fees
described above and fees or other compensation described in condition
2(c)(iii)(C); and (b) in the case of the Advisers, investment advisory
fees paid in accordance with the agreements between the Advisers and
the Regulated Entities or the Affiliated Funds).
---------------------------------------------------------------------------

    \13\ Applicants are not requesting and the staff is not
providing any relief for transaction fees received in connection
with any Co-Investment Transaction.
---------------------------------------------------------------------------

    14. If the Holders own in the aggregate more than 25 percent of the
Shares of a Regulated Entity, then the Holders will vote such Shares as
directed by an independent third party when voting on (a) the election
of directors; (b) the removal of one or more directors; or (c) all
other matters under either the Act or applicable State law affecting
the Board's composition, size or manner of election.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-05106 Filed 3-7-16; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register: May 31, 2006 (Volume 71, Number 104)]
[Proposed Rules]
[Page 30845-30848]
[DOCID:fr31my06-27]

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ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 180

[EPA-HQ-OPP-2005-0123; FRL-8061-7]

Inorganic Bromide; Proposed Tolerance Actions

AGENCY: Environmental Protection Agency (EPA).

ACTION: Proposed rule.

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SUMMARY:  EPA is announcing that 12 specific inorganic bromide
tolerances have been reassessed and is proposing to revoke them because
they are no longer needed. These twelve tolerances are for residues of
inorganic bromide from pre-plant (non-food) use in or on raw
agricultural commodities grown in soil fumigated with combinations of
chloropicrin, methyl bromide, and propargyl bromide. Although methyl
bromide is used as an agricultural pesticide, the Agency considers its
application as a soil fumigant to be a non-food use because it is
quickly degraded or metabolized in the soil, and subsequently
incorporated into natural plant constituents.Methyl bromide is also
emitted to the atmosphere. Residues of the parent compound are not
likely to be found in foods as a result of prior treatment of fields.
While residues of inorganic bromide may be present, these residues are
indistinguishable from background because of inorganic bromide's
ubiquity in the environment. In addition, the Agency has concluded that
inorganic bromide residue from such use is not of risk concern and has
determined those twelve tolerances to be safe. Consequently, EPA is
proposing to revoke them because no tolerances are needed for those
non-food uses and the Agency considers these tolerances to be
reassessed. Furthermore, since methyl bromide, when applied as a pre-
plant soil fumigant is a non-food use, it should be added as an entry
to 40 CFR 180.2020 noting the non-food use determination. The
regulatory actions proposed in this document contribute toward the
Agency's tolerance reassessment requirements under the Federal Food,
Drug, and Cosmetic Act (FFDCA) section 408(q), as amended by the Food
Quality Protection Act (FQPA) of 1996. By law, EPA is required by
August 2006 to reassess the tolerances that were in existence on August
2, 1996. The regulatory actions proposed in this document pertain to
the proposed revocation of 12 tolerances that count as tolerance
reassessments toward the August 2006 review deadline.

DATES:  Comments must be received on or before July 31, 2006.

ADDRESSES:  Submit your comments, identified by docket identification
(ID) number EPA-HQ-OPP-2005-0123, by one of the following methods:
     Federal eRulemaking Portal: http://www.regulations.gov.

Follow the on-line instructions for submitting comments.
     Mail: Office of Pesticide Programs (OPP) Regulatory Public
Docket (7502P), Environmental Protection Agency, 1200 Pennsylvania
Ave., NW., Washington, DC 20460-0001.
     Delivery: OPP Regulatory Public Docket (7502P),
Environmental Protection Agency, Rm. S-4400, One Potomac Yard (South
Building); 2777 S. Crystal Drive, Arlington, VA. Deliveries are only
accepted during the Docket's normal hours of operation (8:30 a.m. to 4
p.m., Monday through Friday, excluding legal holidays). Special
arrangements should be made for deliveries of boxed information. The
docket telephone number is<PHONE_NUMBER>.
    Instructions: Direct your comments to docket ID number EPA-HQ-OPP-
2005-0123. EPA's policy is that all comments received will be included
in the docket without change and may be made available on-line at
http://www.regulations.gov, including any personal information

provided, unless the comment includes information claimed to be
Confidential Business Information (CBI) or other information whose
disclosure is restricted by statute. Do not submit information that you
consider to be CBI or otherwise protected through regulations.gov or e-
mail. The Federal regulations.gov website is an ``anonymous access''
system, which means EPA will not know your identity or contact
information unless you provide it in the body of your comment. If you
send an e-mail comment directly to EPA without going through
regulations.gov, your e-mail address will be automatically captured and
included as part of the comment that is placed in the docket and made
available on the Internet. If you submit an electronic comment, EPA
recommends that you include your name and other contact information in

the body of your comment and with any disk or CD-ROM you submit. If EPA
cannot read your comment due to technical difficulties and cannot
contact you for clarification, EPA may not be able to consider your
comment. Electronic files should avoid the use of special characters,
any form of encryption, and be free of any defects or viruses.
    Docket: All documents in the docket are listed in the docket index.
Although listed in the index, some information is not publicly
available, e.g., CBI or other information whose disclosure is
restricted by statute. Certain other material, such as copyrighted
material, is not placed on the Internet and will be publicly available
only in hard copy form. Publicly available docket materials are
available in the electronic docket at http://www.regulations.gov, or,

if only available in hard copy, at the OPP Regulatory Public Docket in
Rm. S-4400, One Potomac Yard (South Building), 2777 S. Crystal Drive,
Arlington, VA. The hours of operation for this docket facility are from
8:30 a.m. to 4 p.m., Monday through Friday, excluding legal holidays.
The docket telephone number is<PHONE_NUMBER>.

FOR FURTHER INFORMATION CONTACT:  Steven Weiss, Special Review and
Reregistration Division (7508P), Office of Pesticide Programs,
Environmental Protection Agency, 1200 Pennsylvania Ave, NW.,
Washington, DC 20460-0001; telephone number:<PHONE_NUMBER>; e-mail
address<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. General Information

A. Does this Action Apply to Me?

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

B. What Should I Consider as I Prepare My Comments for EPA?

    1. Submitting CBI. Do not submit this information to EPA through
regulations.gov or e-mail. Clearly mark the part or all of the
information that you claim to be CBI. For CBI information in a disk or
CD ROM that you mail to EPA, mark the outside of the disk or CD ROM as
CBI and then identify electronically within the disk or CD ROM the
specific information that is claimed as CBI. In addition to one
complete version of the comment that includes information claimed as
CBI, a copy of the comment that does not contain the information
claimed as CBI must be submitted for inclusion in the public docket.
Information so marked will not be disclosed except in accordance with
procedures set forth in 40 CFR part 2.
    2. Tips for preparing your comments. When submitting comments,
remember to:
    i. Identify the document by docket ID number and other identifying
information (subject heading, Federal Register date and page number).
    ii. Follow directions. The Agency may ask you to respond to
specific questions or organize comments by referencing a Code of
Federal Regulations (CFR) part or section number.
    iii. Explain why you agree or disagree; suggest alternatives and
substitute language for your requested changes.
    iv. Describe any assumptions and provide any technical information
and/or data that you used.
    v. If you estimate potential costs or burdens, explain how you
arrived at your estimate in sufficient detail to allow for it to be
reproduced.
    vi. Provide specific examples to illustrate your concerns and
suggest alternatives.
    vii. Explain your views as clearly as possible, avoiding the use of
profanity or personal threats.
    viii. Make sure to submit your comments by the comment period
deadline identified.

II. Background

A. What Action is the Agency Taking?

    Previously, EPA had established tolerances for residues of
inorganic bromide for soil treatment with methyl bromide. However, EPA
has classified methyl bromide as a non-food use pesticide with regard
to its soil fumigant uses and proposes to revoke tolerances for
inorganic bromide. The Agency stated that although methyl bromide is
used as an agricultural pesticide, it is considered a non-food use
chemical for soil fumigation uses since it is quickly degraded or
metabolized in the soil, and subsequently incorporated into natural
plant constituents. Methyl bromide is also emitted to the atmosphere.
Residues of the parent compound are not likely to be found in foods as
a result of prior treatment of fields. While residues of inorganic
bromide may be present, these residues are indistinguishable from
background because of inorganic bromide's ubiquity in the environment.
Therefore, tolerances are not required for soil fumigant uses of methyl
bromide, and tolerances currently established for residues of inorganic
bromide resulting from methyl bromide soil fumigation (40 CFR 180.199)
should be revoked. Supporting documents are available in the docket of
this proposed rule.
    Tolerances and tolerance exemptions established under part 180
apply to residues from only preharvest application, unless otherwise
specified, in accordance with 40 CFR 180.1(i). On April 17, 2003 (68 FR
18935) (FRL-7180-2), EPA made pesticide tolerance nomenclature changes
including a nomenclature change in 40 CFR part 180 regarding the term
``preharvest'' such that in 40 CFR 180.199(c) the regional tolerance
for ``ginger, roots, pre-H and post-H'' was revised to ``ginger, roots,
postharvest.'' Nevertheless, the tolerance expression in 40 CFR
180.199(c) applies to the raw agricultural commodity grown in soil
fumigated with combinations of methyl bromide and chloropicrin, and
therefore the regional tolerance on ginger, roots, postharvest should
be revoked because that tolerance is no longer needed for soil fumigant
use and use on ginger, roots, post-harvest is covered by a tolerance
under 40 CFR 180.123.
    Considering all the above factors (that the only residue of concern
in pre-plant soil fumigation with methyl bromide is methyl bromide per
se and there being no reasonable expectation of methyl bromide residues
in most crops planted and grown in the fumigated soil, and that
inorganic bromide is not of risk concern), as well as the low
likelihood of identifying control samples for tolerance enforcement
which would be bromide-free, the conclusion that soil fumigation uses
of methyl bromide should be considered non-food uses means that the
tolerances for residues of inorganic bromide resulting from such use
are therefore unnecessary. Accordingly, EPA believes that the 12
tolerances in 40 CFR 180.199(a) for residues of inorganic bromides in
or on

broccoli, cauliflower, eggplants, muskmelons, peppers, pineapples,
strawberries, and tomatoes; in 40 CFR 180.199(b) on asparagus, lettuce,
and onions (dry bulb); and in 40 CFR 180.199(c) on ginger, roots are
not required under FFDCA and can be revoked. The Agency considers the
twelve tolerances to be reassessed and counts them toward meeting the
tolerance reassessment requirements listed in FFDCA section 408(q).
    Furthermore, since methyl bromide, when applied as a pre-plant soil
fumigant is a non-food use, it should be added as an entry to 40 CFR
180.2020 noting the non-food use determination.

B. What is the Agency's Authority for Taking this Action?

    A ``tolerance'' represents the maximum level for residues of
pesticide chemicals legally allowed in or on raw agricultural
commodities and processed foods. Section 408 of FFDCA, 21 U.S.C. 346a,
as amended by the FQPA of 1996, Public Law 104-170, authorizes the
establishment of tolerances, exemptions from tolerance requirements,
modifications in tolerances, and revocation of tolerances for residues
of pesticide chemicals in or on raw agricultural commodities and
processed foods. Without a tolerance or exemption, food containing
pesticide residues is considered to be unsafe and therefore
``adulterated'' under section 402(a) of FFDCA, 21 U.S.C. 342(a). Such
food may not be distributed in interstate commerce (21 U.S.C. 331(a)).
For a food-use pesticide to be sold and distributed, the pesticide must
not only have appropriate tolerances under FFDCA, but also must be
registered under FIFRA (7 U.S.C. 136 et seq.). Food-use pesticides not
registered in the United States must have tolerances in order for
commodities treated with those pesticides to be imported into the
United States.

C. When do These Actions Become Effective?

    EPA is proposing that revocation of these tolerances become
effective on the date of publication of the final rule in the Federal
Register. The Agency has determined that there is no reasonable
expectation that residues of the pesticides listed in this proposed
rule will be found on the commodities discussed in this proposed rule
and therefore the lack of the tolerances does not prevent sale of the
commodities.

D. What Is the Contribution to Tolerance Reassessment?

    By law, EPA is required by August 2006 to reassess the tolerances
in existence on August 2, 1996. As of May 18, 2006, EPA has reassessed
over 8,130 tolerances. This document proposes to revoke a total of 12
tolerances and counts them toward the August 2006 review deadline of
FFDCA section 408(q), as amended by FQPA in 1996.

III. Are The Proposed Actions Consistent with International
Obligations?

    The tolerance revocations in this proposal are not discriminatory
and are designed to ensure that both domestically-produced and imported
foods meet the food safety standard established by FFDCA. The same food
safety standards apply to domestically produced and imported foods.
    EPA is working to ensure that the U.S. tolerance reassessment
program under FQPA does not disrupt international trade. EPA considers
Codex Maximum Residue Limits (MRLs) in setting U.S. tolerances and in
reassessing them. MRLs are established by the Codex Committee on
Pesticide Residues, a committee within the Codex Alimentarius
Commission, an international organization formed to promote the
coordination of international food standards. It is EPA's policy to
harmonize U.S. tolerances with Codex MRLs to the extent possible,
provided that the MRLs achieve the level of protection required under
FFDCA. EPA's effort to harmonize with Codex MRLs is summarized in the
tolerance reassessment section of individual Reregistration Eligibility
Decision documents. EPA has developed guidance concerning submissions
for import tolerance support (65 FR 35069, June 1, 2000) (FRL-6559-3).
This guidance will be made available to interested persons. Electronic
copies are available on the internet at http://www.epa.gov. On the Home

Page select ``Laws, Regulations, and Dockets,'' then select
``Regulations and Proposed Rules'' and then look up the entry for this
document under ``Federal Register--Environmental Documents.'' You can
also go directly to the ``Federal Register'' listings at http://www.epa.gov/fedrgstr
.

IV. Statutory and Executive Order Reviews

    In this proposed rule, EPA is proposing to revoke specific
tolerances established under FFDCA section 408. The Office of
Management and Budget (OMB) has exempted this type of action (i.e.,
tolerance revocation for which extraordinary circumstances do not
exist) from review under Executive Order 12866, entitled Regulatory
Planning and Review (58 FR 51735, October 4, 1993). Because this
proposed rule has been exempted from review under Executive Order 12866
due to its lack of significance, this proposed rule is not subject to
Executive Order 13211, Actions Concerning Regulations That
Significantly Affect Energy Supply, Distribution, or Use (66 FR 28355,
May 22, 2001). This proposed rule does not contain any information
collections subject to OMB approval under the Paperwork Reduction Act
(PRA), 44 U.S.C. 3501 et seq., or impose any enforceable duty or
contain any unfunded mandate as described under Title II of the
Unfunded Mandates Reform Act of 1995 (UMRA) (Public Law 104-4). Nor
does it require any special considerations as required by Executive
Order 12898, entitled Federal Actions to Address Environmental Justice
in Minority Populations and Low-Income Populations (59 FR 7629,
February 16, 1994); or OMB review or any other Agency action under
Executive Order 13045, entitled Protection of Children from
Environmental Health Risks and Safety Risks (62 FR 19885, April 23,
1997). This action does not involve any technical standards that would
require Agency consideration of voluntary consensus standards pursuant
to section 12(d) of the National Technology Transfer and Advancement
Act of 1995 (NTTAA), Public Law 104-113, section 12(d) (15 U.S.C. 272
note). Pursuant to the Regulatory Flexibility Act (RFA) (5 U.S.C. 601
et seq.), the Agency previously assessed whether revocations of
tolerances might significantly impact a substantial number of small
entities and concluded that, as a general matter, these actions do not
impose a significant economic impact on a substantial number of small
entities. This analysis was published on December 17, 1997 (62 FR
66020), and was provided to the Chief Counsel for Advocacy of the Small
Business Administration. Taking into account this analysis, and the
fact that there is no reasonable expectation that residues of the
pesticides listed in this proposed rule will be found on the
commodities discussed in this proposed rule (so that the lack of the
tolerance could not prevent sale of the commodity), the Agency hereby
certifies that this proposed action will not have a significant
negative economic impact on a substantial number of small entities. In
a memorandum dated May 25, 2001, EPA determined that eight conditions
must all be satisfied in order for an import tolerance or tolerance
exemption revocation to adversely affect a significant number of small
entity importers, and that there is a negligible

joint probability of all eight conditions holding simultaneously with
respect to any particular revocation. (This Agency document is
available in the docket of this proposed rule). Furthermore, for the
pesticide named in this proposed rule, the Agency knows of no
extraordinary circumstances that exist as to the present proposal that
would change the EPA's previous analysis. Any comments about the
Agency's determination should be submitted to the EPA along with
comments on the proposal, and will be addressed prior to issuing a
final rule. In addition, the Agency has determined that this action
will not have a substantial direct effect on States, on the
relationship between the national government and the States, or on the
distribution of power and responsibilities among the various levels of
government, as specified in Executive Order 13132, entitled Federalism
(64 FR 43255, August 10, 1999). Executive Order 13132 requires EPA to
develop an accountable process to ensure ``meaningful and timely input
by State and local officials in the development of regulatory policies
that have federalism implications.'' ``Policies that have federalism
implications'' is defined in the Executive order to include regulations
that have ``substantial direct effects on the States, on the
relationship between the national government and the States, or on the
distribution of power and responsibilities among the various levels of
government.'' This proposed rule directly regulates growers, food
processors, food handlers and food retailers, not States. This action
does not alter the relationships or distribution of power and
responsibilities established by Congress in the preemption provisions
of section 408(n)(4) of FFDCA. For these same reasons, the Agency has
determined that this proposed rule does not have any ``tribal
implications'' as described in Executive Order 13175, entitled
Consultation and Coordination with Indian Tribal Governments (65 FR
67249, November 6, 2000). Executive Order 13175, requires EPA to
develop an accountable process to ensure ``meaningful and timely input
by tribal officials in the development of regulatory policies that have
tribal implications.'' ``Policies that have tribal implications'' is
defined in the Executive order to include regulations that have
``substantial direct effects on one or more Indian tribes, on the
relationship between the Federal Government and the Indian tribes, or
on the distribution of power and responsibilities between the Federal
Government and Indian tribes.'' This proposed rule will not have
substantial direct effects on tribal governments, on the relationship
between the Federal Government and Indian tribes, or on the
distribution of power and responsibilities between the Federal
Government and Indian tribes, as specified in Executive Order 13175.
Thus, Executive Order 13175 does not apply to this proposed rule.

List of Subjects in 40 CFR Part 180

    Environmental protection, Administrative practice and procedure,
Agricultural commodities, Pesticides and pests, Reporting and
recordkeeping requirements.

    Dated: May 19, 2006.
James Jones,
Director, Office of Pesticide Programs.
    Therefore, it is proposed that 40 CFR part 180 be amended
asfollows:

PART 180--AMENDED

    1. The authority citation for part 180 continues to read as
follows:

    Authority: 21 U.S.C. 321(q), 346a and 371.

Sec.  180.199  [Removed]

    2. Section 180.199 is removed.
    3. Section 180.2020 is amended by adding alphabetically the
following entry to the table to read as follows.

Sec.  180.2020  Non-food determinations.

* * * * *

----------------------------------------------------------------------------------------------------------------
          Pesticide Chemical            Chemical CAS Reg. No.            Limits                    Uses
----------------------------------------------------------------------------------------------------------------
Methyl Bromide                                         74-83-9  When applied as a pre-   All pre-plant soil uses
                                                                 plant soil fumigant
                                                  * * * * * * *
----------------------------------------------------------------------------------------------------------------

[FR Doc. E6-8398 Filed 5-30-06; 8:45 am]

BILLING CODE 6560-50-S


[Federal Register: December 12, 2005 (Volume 70, Number 237)]
[Notices]
[Page 73461-73462]
[DOCID:fr12de05-49]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. RP06-128-000]

ANR Pipeline Company; Notice of Proposed Changes in FERC Gas
Tariff

December 6, 2005.
    Take notice that on December 1, 2005, ANR Pipeline Company (ANR)
tendered for filing as part of its FERC Gas Tariff, Original Volume No.
2 Sixteenth Revised Sheet No. 570 and First Revised Sheet No. 570A,
with a proposed effective date of January 1, 2006.
    Any person desiring to intervene or to protest this filing 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). 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. Any person wishing to become a
party must file a notice of intervention or motion to intervene, as
appropriate. Such notices, motions, or protests must be filed in
accordance with the provisions of section 154.210 of the Commission's
regulations (18 CFR 154.210). Anyone filing an intervention or protest
must serve a copy of that document on the Applicant. Anyone filing an
intervention or protest on or before the intervention or protest date
need not serve motions to intervene or protests on persons other than
the Applicant.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper using the ``eFiling'' link at http://www.ferc.gov.
 Persons unable to file electronically should submit an

original and 14 copies of the protest or intervention to the Federal
Energy Regulatory Commission, 888 First Street, NE., Washington, DC
20426.
    This filing is accessible on-line at http://www.ferc.gov, using the

``eLibrary'' link and is 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 e-mail
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For

TTY, call<PHONE_NUMBER>.

Magalie R. Salas,
Secretary.
[FR Doc. E5-7228 Filed 12-9-05; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register: June 12, 2009 (Volume 74, Number 112)]
[Notices]
[Page 28043]
[DOCID:fr12jn09-55]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. EL09-58-000]

Michigan Public Power Agency, Michigan South Central Power
Agency, and Wolverine Power Supply Cooperative, Inc. Complainants v.
Midwest Independent Transmission System Operator, Inc. Respondent;
Notice of Complaint

June 5, 2009.
    Take notice that on June 3, 2009, pursuant to section 206 of the
Commission's Rules and Practice and Procedure, 18 CFR 385.206 and
sections 206 and 306 of the Federal Power Act, 16 U.S.C. 824(e) and
825(e), the Michigan Public Power Agency (MPPA), the Michigan South
Central Power Agency (MSCPA), and Wolverine Power Supply Cooperative,
Inc. (Wolverine) (collectively, the Michigan Parties) filed a formal
complaint against Midwest Independent Transmission System Operator,
Inc. (Midwest ISO) requesting that the Commission determine and rule
that the Midwest ISO is prohibited from assessing charges under
Schedule 26 of its Open Access Energy Market and Transmission Tariff on
load served under the Michigan Parties' respective Carved-Out
Grandfathered Agreements.
    Any person desiring to intervene or to protest this filing must
file in accordance with Rules 211 and 214 of the Commission's Rules of
Practice and Procedure (18 CFR 385.211, 385.214). 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. Any person wishing to become a party must file a notice of
intervention or motion to intervene, as appropriate. The Respondent's
answer and all interventions, or protests must be filed on or before
the comment date. The Respondent's answer, motions to intervene, and
protests must be served on the Complainants.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper using the ``eFiling'' link at http://
www.ferc.gov. Persons unable to file electronically should submit an
original and 14 copies of the protest or intervention to the Federal
Energy Regulatory Commission, 888 First Street, NE., Washington, DC
20426.
    This filing is accessible on-line at http://www.ferc.gov, using the
``eLibrary'' link and is 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 e-mail
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For
TTY, call<PHONE_NUMBER>.
    Comment Date: 5 p.m. Eastern Time on June 24, 2009.

Kimberly D. Bose,
Secretary.
[FR Doc. E9-13791 Filed 6-11-09; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register Volume 77, Number 137 (Tuesday, July 17, 2012)]
[Notices]
[Pages 41992-41993]
[FR Doc No: 2012-17361]

=======================================================================
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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Docket ID: FEMA-2012-0019; OMB No. 1660-0073]

Agency Information Collection Activities: Submission for OMB
Review; Comment Request

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice.

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

SUMMARY: The Federal Emergency Management Agency (FEMA) will submit the
information collection abstracted below to the Office of Management and
Budget for review and clearance in accordance with the requirements of
the Paperwork Reduction Act of 1995. The submission will describe the
nature of the information collection, the categories of respondents,
the estimated burden (i.e., the time, effort and resources used by
respondents to respond) and cost, and the actual data collection
instruments FEMA will use. There has been a correction in the burden
estimate of 476 since publication of the 60 day Federal Register
Notice, 77 FR 27076, May 8, 2012. There has been an adjustment decrease
of 114 burden hours due to consolidation of FEMA Form 089-13 with FEMA
Form 089-0-10A thru I Workbook. Therefore the estimated total annual
burden hours are currently 364 hours.

DATES: Comments must be submitted on or before August 16, 2012.

ADDRESSES: Submit written comments on the proposed information
collection to the Office of Information and Regulatory Affairs, Office
of Management and Budget. Comments should be addressed to the Desk
Officer for the Department of Homeland Security, Federal Emergency
Management Agency, and sent via electronic mail to
<EMAIL_ADDRESS>or faxed to<PHONE_NUMBER>.

FOR FURTHER INFORMATION CONTACT: Requests for additional information or
copies of the information collection should be made to Director,
Records Management Division, 1800 South Bell Street, Arlington, VA
20598-3005, facsimile number<PHONE_NUMBER>, or email address<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

Collection of Information

    Title: National Urban Search and Rescue Grant Program.
    Type of information collection: Revision of a currently approved
information collection.
    Form Titles and Numbers: FEMA Form 089-010A thru I: Workbook, Urban
Search Rescue Response System; FEMA Form 089-0-11, Urban Search and
Rescue Response System Semi-Annual Performance Report; FEMA Form 089-0-
12, Urban Search and Rescue Amendment Form; FEMA form 089-0-14, Urban
Search and Rescue Reponse System Task Force Self Evaluation Scoresheet;
and FEMA Form 089-0-15, Urban Search and Rescue Response System Task
Force Deployment Data.
    Abstract: The information collected for the National Urban Search
and Rescue Grant Program evaluate the grantee's proposed use of funds
and is required information needed in order to receive Federal funding.
The forms used

in this collections are used by grantees to provide FEMA with
cooperative agreements and a description of the types of eligible
activities the grantee will undertake and a plan for expending and
monitoring funds.
    Affected Public: State, Local or Tribal Government.
    Estimated Number of Respondents: 28 repondents.
    Estimated Total Annual Burden Hours: 364 hours.
    Estimated Cost: There are no recordkeeping, capital, start-up
maintenance costs associated with this information collection.

    Dated: July 11, 2012.
Charlene D. Myrthil,
Director, Records Management Division, Mission Support Bureau, Federal
Emergency Management Agency, Department of Homeland Security.
[FR Doc. 2012-17361 Filed 7-16-12; 8:45 am]
BILLING CODE 9111-54-P


[Federal Register Volume 80, Number 113 (Friday, June 12, 2015)]
[Rules and Regulations]
[Page 33413]
[FR Doc No: 2015-14398]

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

40 CFR Part 52

Approval and Promulgation of Implementation Plans

CFR Correction

    In Title 40 of the Code of Federal Regulations, Part 52 (Sec. Sec.
52.01 to 52.1018), revised as of July 1, 2014, on page 49, in Sec.
52.21, paragraph (aa)(10)(v) is reinstated to read as follows:

Sec.  52.21  Prevention of significant deterioration of air quality.

* * * * *
    (aa) * * *
    (10) * * *
    (v) If the compliance date for a State or Federal requirement that
applies to the PAL source occurs during the PAL effective period, and
if the Administrator has not already adjusted for such requirement, the
PAL shall be adjusted at the time of PAL permit renewal or title V
permit renewal, whichever occurs first.
* * * * *
[FR Doc. 2015-14398 Filed 6-11-15; 8:45 am]
 BILLING CODE 1505-01-D


[Federal Register: March 23, 2010 (Volume 75, Number 55)]
[Notices]
[Page 13806]
[DOCID:fr23mr10-116]

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

Federal Aviation Administration

Agency Information Collection Activity Seeking OMB Approval

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice.

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

SUMMARY: The FAA invites public comments about our intention to request
the Office of Management and Budget's (OMB) revision of a current
information collection. The Federal Register Notice with a 60-day
comment period soliciting comments on the following collection of
information was published on November 13, 2009, vol. 74, no. 218, page
58676. This information is needed to meet the requirements of Title 49,
Section 40117(k), Competition Plans, and to carry out a passenger
facility charge application.

DATES: Please submit comments by April 21, 2010.

FOR FURTHER INFORMATION CONTACT: Carla Mauney at<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

Federal Aviation Administration (FAA)

    Title: Competition Plans, Passenger Facility Charges.
    Type of Request: Extension without change of a currently approved
collection.
    OMB Control Number: 2120-0661.
    Forms(s): There are no FAA forms associated with this collection.
    Affected Public: An estimated 40 Respondents.
    Frequency: This information is collected on occasion.
    Estimated Average Burden Per Response: Approximately 136 hours per
response.
    Estimated Annual Burden Hours: An estimated 680 hours annually.
    Abstract: This information is needed to meet the requirements of
Title 49, Section 40117(k), Competition Plans, and to carry out a
passenger facility charge application. The affected public includes
public agencies controlling medium or large hub airports.

ADDRESSES: Interested persons are invited to submit written comments on
the proposed information collection to the Office of Information and
Regulatory Affairs, Office of Management and Budget. Comments should be
addressed to the attention of the Desk Officer, Department of
Transportation/FAA, and sent via electronic mail to oira_
<EMAIL_ADDRESS>or faxed to<PHONE_NUMBER>, or mailed to the
Office of Information and Regulatory Affairs, Office of Management and
Budget, Docket Library, Room 10102, 725 17th Street, NW., Washington,
DC 20503.
    Comments are invited on: Whether the proposed collection of
information is necessary for the proper performance of the functions of
the Department, including whether the information will have practical
utility; the accuracy of the Department's estimates of the burden of
the proposed information collection; ways to enhance the quality,
utility, and clarity of the information to be collected; and ways to
minimize the burden of the collection of information on respondents,
including the use of automated collection techniques or other forms of
information technology.

    Issued in Washington, DC, on March 16, 2010.
Carla Mauney,
FAA Information Collection Clearance Officer, IT Enterprises Business
Services Division, AES-200.
[FR Doc. 2010-6275 Filed 3-22-10; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 77, Number 97 (Friday, May 18, 2012)]
[Notices]
[Page 29705]
[FR Doc No: 2012-12031]

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SECURITIES AND EXCHANGE COMMISSION

[Release Nos. 33-9322; 34-66986, File No. 265-28]

Dodd-Frank Investor Advisory Committee

AGENCY: Securities and Exchange Commission.

ACTION: Notice of First Meeting of Securities and Exchange Commission
Dodd-Frank Investor Advisory Committee.

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SUMMARY: The Securities and Exchange Commission Investor Advisory
Committee, established pursuant to Section 911 of the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010, is providing notice
that it will hold a public meeting on Tuesday, June 12, 2012, in Multi-
Purpose Room LL-006 at the Commission's headquarters, 100 F Street NE.,
Washington, DC 20549. The meeting will begin at 10:00 a.m. (EDT) and
end at 4:00 p.m. and will be open to the public, except for a one-hour
administrative session between noon and 1:00 p.m. The meeting will be
Web cast on the Commission's Web site at www.sec.gov. Persons needing
special accommodations to take part because of a disability should
notify the contact person listed below. The public is invited to submit
written statements to the Committee.
    The agenda for the meeting includes initial remarks by
Commissioners, introduction of the Committee members, consideration of
the Committee's charter and bylaws, discussion of administrative
issues, selection of Committee officers, and discussion of issues for
potential consideration by the Committee and division of
responsibilities.

DATES: Written statements should be received on or before June 1, 2012.

ADDRESSES: Written statements may be submitted by any of the following
methods:

Electronic Statements

     Use the Commission's Internet submission form (http://www.sec.gov/rules/other.shtml); or
     Send an email message to<EMAIL_ADDRESS>Please
include ``File No. 265-28'' on the subject line; or

Paper Statements

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

All submissions should refer to File No. 265-28. This file number
should be included on the subject line if email is used. To help us
process and review your statement more efficiently, please use only one
method.
    Statements also will be available for Web site viewing and printing
in the Commission's Public Reference Room, 100 F Street NE., Room 1580,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. All statements received will be posted without
change; we do not edit personal identifying information from
submissions. You should submit only information that you wish to make
available publicly.

FOR FURTHER INFORMATION CONTACT: M. Owen Donley, Chief Counsel, at
(202) 551-6322, Office of Investor Education and Advocacy, Securities
and Exchange Commission, 100 F Street NE., Washington, DC 20549.

    Dated: May 14, 2012.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2012-12031 Filed 5-17-12; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 88, Number 140 (Monday, July 24, 2023)]
[Notices]
[Pages 47533-47536]
[FR Doc No: 2023-15578]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-97939; File No. SR-NASDAQ-2023-020]

Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Its Rules To Provide Eligible Individuals Another Opportunity To
Elect To Participate in the Maintaining Qualifications Program

July 18, 2023.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on July 6, 2023, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``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.
---------------------------------------------------------------------------

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

    The Exchange proposes to amend Supplementary Material .01 to
General 4, Rule 1240 (Eligibility of Other Persons to Participate in
the Continuing Education Program Specified in Paragraph (c) of this
Rule) to provide eligible individuals another opportunity to elect to
participate in the Maintaining Qualifications Program (``MQP'').
    The text of the proposed rule change is available on the Exchange's
website at https://listingcenter.nasdaq.com/rulebook/nasdaq/rules, 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 aspects of such
statements.

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

1. Purpose
    The continuing education program for registered persons of broker-
dealers (``CE Program'') currently requires registered persons to
complete continuing education consisting of a Regulatory Element and a
Firm Element. The Regulatory Element, which is administered by FINRA on
behalf of the Exchange, focuses on regulatory requirements and industry
standards, while the Firm Element is provided by each firm and focuses
on securities products, services and strategies the firm offers, firm
policies and industry trends. The CE Program is codified

under the rules of the self-regulatory organizations (``SROs''). The CE
Program for registered persons of Exchange members is codified under
General 4, Rule 1240.\3\
---------------------------------------------------------------------------

    \3\ See also General 4, Rule 1210.07 (All Registered Persons
Must Satisfy the Regulatory Element of Continuing Education).
---------------------------------------------------------------------------

    The Exchange proposes to amend Supplementary Material .01 to
General 4, Rule 1240 (Eligibility of Other Persons to Participate in
the Continuing Education Program Specified in Paragraph (c) of this
Rule). This proposal is based on a rule change recently submitted by
the Financial Industry Regulatory Authority, Inc. (``FINRA''), and is
intended to align the Exchange's continuing education rules with those
of FINRA so as to promote uniform standards across the securities
industry.\4\ The Exchange is proposing to adopt such changes
substantially in the same form as proposed by FINRA.
---------------------------------------------------------------------------

    \4\ See Securities Exchange Act Release No. 97184 (March 22,
2023), 88 FR 18359 (March 28, 2023) (SR-FINRA-2023-005) (``FINRA
Rule Change'').
---------------------------------------------------------------------------

    On September 21, 2021, the Commission approved a proposed rule
change to amend FINRA Rules 1210 (Registration Requirements) and 1240
(Continuing Education Requirements) to, among other things, provide
eligible individuals who terminate any of their representative or
principal registration categories the option of maintaining their
qualification for any terminated registration categories by completing
annual continuing education through a new program, the MQP.\5\
---------------------------------------------------------------------------

    \5\ See Securities Exchange Act Release No. 93097 (September 21,
2021), 86 FR 53358 (September 27, 2021) (Order Approving File No.
SR-FINRA-2021-015). Other exchanges, including Nasdaq, subsequently
filed copycat rule filings to align their continuing education rules
with those of FINRA. See Securities Exchange Act Release No. 94400
(March 11, 2022), 87 FR 15286 (March 17, 2022) (Notice of Filing and
Immediate Effectiveness of File No. SR-NASDAQ-2022-021).
---------------------------------------------------------------------------

    Prior to the MQP, individuals whose registrations as
representatives or principals that had been terminated for two or more
years could reregister as representatives or principals only if they
requalified by retaking and passing the applicable representative- or
principal-level examination or if they obtained a waiver of such
examination(s) (the ``two-year qualification period''). The MQP
provides these individuals an alternative means of staying current on
their regulatory and securities knowledge following the termination of
a registration.\6\ Specifically, the MQP provides eligible individuals
a maximum of five years following the termination of a representative
or principal registration category to reregister without having to
requalify by examination or having to obtain an examination waiver,
subject to satisfying the conditions and limitations of the MQP,
including the annual completion of all prescribed continuing education.
---------------------------------------------------------------------------

    \6\ The MQP does not eliminate the two-year qualification
period. Thus, eligible individuals who elect not to participate in
the MQP can continue to avail themselves of the two-year
qualification period (i.e., they can reregister within two years of
terminating a registration category without having to requalify by
examination or having to obtain an examination waiver).
---------------------------------------------------------------------------

    Under Supplementary Material .01 to General 4, Rule 1240, the MQP
has a look-back provision that, subject to specified conditions,
extended the option to participate in the MQP to individuals who: (1)
were registered as a representative or principal within two years
immediately prior to March 15, 2022 (the implementation date of the
MQP); and (2) individuals who were participating in the Financial
Services Affiliate Waiver Program (``FSAWP'') under General 4, Rule
1210.09 (Waiver of Examinations for Individuals Working for a Financial
Services Industry Affiliate of a Member) immediately prior to March 15,
2022 (collectively, ``Look-Back Individuals'').\7\
---------------------------------------------------------------------------

    \7\ The FSAWP is a waiver program for eligible individuals who
have left a member firm to work for a foreign or domestic financial
services affiliate of a member firm. The Exchange stopped accepting
new participants for the FSAWP beginning on March 15, 2022; however,
individuals who were already participating in the FSAWP prior to
that date had the option of continuing in the FSAWP.
---------------------------------------------------------------------------

    In the FINRA Rule Change, FINRA noted that in Regulatory Notice 21-
41 (November 17, 2021), it announced that Look-Back Individuals who
wanted to take part in the MQP were required to make their election
between January 31, 2022, and March 15, 2022 (the ``First Enrollment
Period''). In addition to the announcement in Regulatory Notice 21-41,
FINRA notified the Look-Back Individuals about the MQP and the First
Enrollment Period via two separate mailings of postcards to their home
addresses and communications through their FINRA Financial Professional
Gateway (``FinPro'') accounts.\8\
---------------------------------------------------------------------------

    \8\ Look-Back Individuals were able to notify FINRA of their
election to participate in the MQP through their FinPro accounts.
---------------------------------------------------------------------------

    In the FINRA Rule Change, FINRA further noted that shortly after
the First Enrollment Period had ended, a number of Look-Back
Individuals contacted FINRA and indicated that they had only recently
become aware of the MQP. FINRA also noted that it also received
anecdotal information that a number of these individuals may not have
learned of the MQP, or the First Enrollment Period, in a timely manner,
or at all, due to communication and operational issues.\9\ In addition,
the original six-week enrollment period may not have provided Look-Back
Individuals with sufficient time to evaluate whether they should
participate in the MQP. For these reasons, FINRA recently amended its
rules to provide Look-Back Individuals a second opportunity to elect to
participate in the MQP (the ``Second Enrollment Period''). For similar
reasons, the Exchange is also proposing to amend its rules to provide
Look-Back Individuals with a Second Enrollment Period.\10\ The Second
Enrollment Period will be between the date of filing of this proposed
rule change, and December 31, 2023. In addition, the proposed rule
change requires that Look-Back Individuals who elect to participate in
the MQP during the Second Enrollment Period complete any prescribed
2022 and 2023 MQP content by March 31, 2024.\11\
---------------------------------------------------------------------------

    \9\ According to FINRA, this may have been a result of the
timing of FINRA's announcements relating to the MQP, which coincided
with the holiday season and the transition to the New Year. Further,
given that Look-Back Individuals were out of the industry at the
time of these announcements, it was unlikely that they would have
learned of the MQP, or the First Enrollment Period, through informal
communication channels.
    \10\ The current rule text also provides that if Look-Back
Individuals elect to participate in the MQP, their five-year
participation period will be adjusted by deducting from that period
the amount of time that has lapsed between the date that they
terminated their registrations and March 15, 2022. To reflect the
availability of the Second Enrollment Period, the proposed rule
change clarifies that for all Look-Back Individuals who elect to
participate in the MQP, their participation period would also be for
a period of five years following the termination of their
registration categories, as with other MQP participants.
    \11\ Look-Back Individuals who elect to enroll in the MQP during
the Second Enrollment Period would also need to pay the annual
program fee of $100 for both 2022 and 2023 at the time of their
enrollment.
---------------------------------------------------------------------------

    The Exchange believes that Look-Back Individuals generally have
greater awareness of the MQP, including due to news coverage, since the
program's launch.\12\ The Exchange believes that greater public
awareness of the MQP, coupled with a six-month enrollment period,
should help ensure that all Look-Back Individuals are aware of the MQP
and the availability of the Second Enrollment Period, and should
provide them with ample time to decide whether to participate in the
MQP.
---------------------------------------------------------------------------

    \12\ See, e.g., Joanne Cleaver, FINRA Sets Big Change in Motion
with New Option for Licensing Grace Period, InvestmentNews (June 23,
2022), https://www.investmentnews.com/finra-sets-big-change-in-motion-with-new-option-for-licensing-grace-period-222942.
---------------------------------------------------------------------------

    Look-Back Individuals who elect to enroll during the Second
Enrollment Period would need to notify FINRA of their election to
participate in the MQP

through a manner to be determined by FINRA.\13\ The Exchange also notes
that Look-Back Individuals who elect to participate in the MQP during
the Second Enrollment Period would continue to be subject to all of the
other MQP eligibility and participation conditions. For example, as
clarified in the proposed rule change, Look-Back Individuals electing
to participate during the Second Enrollment Period would have only a
maximum of five years following the termination of a registration
category in which to reregister without having to requalify by
examination or having to obtain an examination waiver.\14\
---------------------------------------------------------------------------

    \13\ In the FINRA Rule Change, FINRA noted that it anticipates
that Look-Back Individuals will make their selection to enroll in
the MQP during the Second Enrollment Period through their FinPro
accounts. See Enrolling in the MQP, https://www.finra.org/registration-exams-ce/finpro/mqp (describing the MQP enrollment
process). FINRA further noted that it will inform Look-Back
Individuals if it determines to provide an alternative enrollment
method.
    \14\ For example, if a Look-Back Individual terminated a
registration category on May 1, 2020, and elects to participate in
the MQP on December 1, 2023, the individual's maximum participation
period would be five years starting on May 1, 2020, and ending no
later than May 1, 2025. If the individual does not reregister with a
member firm by May 1, 2025, the individual would need to requalify
by examination or obtain an examination waiver in order to
reregister after that date.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that its proposal is consistent with section
6(b) of the Act,\15\ in general, and furthers the objectives of section
6(b)(5) of the Act,\16\ in particular, in that it is designed to
promote just and equitable principles of trade, to remove impediments
to and perfect the mechanism of a free and open market and a national
market system, and, in general to protect investors and the public
interest.
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78f(b).
    \16\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that providing Look-Back Individuals a second
opportunity to elect to participate in the MQP is warranted because
participation in the MQP would reduce unnecessary impediments to
requalification for these individuals without diminishing investor
protection. In addition, the proposed rule change is consistent with
other goals, such as the promotion of diversity and inclusion in the
securities industry by attracting and retaining a broader and diverse
group of professionals. The MQP also allows the industry to retain
expertise from skilled individuals, providing investors with the
advantage of greater experience among the individuals working in the
industry. The Exchange believes that providing Look-Back Individuals a
second opportunity to elect to participate in the MQP will further
these goals and objectives.

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. The Exchange believes that the
proposed rule change, which harmonizes its rules with the recent rule
change adopted by FINRA, will reduce the regulatory burden placed on
market participants engaged in trading activities across different
markets. The Exchange believes that the harmonization of the CE Program
requirements across the various markets will reduce burdens on
competition by removing impediments to participation in the national
market system and promoting competition among participants across the
multiple national securities exchanges.

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

    No written comments were either solicited or received.

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

    NASDAQ has filed the proposed rule change pursuant to section
19(b)(3)(A)(iii) of the Act \17\ and Rule 19b-4(f)(6) thereunder.\18\
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)(iii) thereunder.
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \18\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) \19\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b4(f)(6)(iii),\20\ the Commission
may 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 so that the proposal
may become operative immediately upon filing. NASDAQ has indicated that
the immediate operation of the proposed rule change is appropriate
because it would allow the Exchange to implement the proposed changes
to its continuing education rules without delay, thereby eliminating
the possibility of a significant regulatory gap between the FINRA rules
and the Exchange rules, providing more uniform standards across the
securities industry, and helping to avoid confusion for Exchange
members that are also FINRA members. NASDAQ also noted that FINRA plans
to conduct additional public outreach efforts to promote awareness of
the MQP and the availability of the Second Enrollment Period among
Look-Back Individuals. Therefore, NASDAQ indicated that the immediate
operation of the proposed rule change is appropriate because it would
ensure that there is sufficient time for Look-Back Individuals to
consider whether they wish to participate in the program before the
December 31, 2023 deadline. For these reasons, the Commission believes
that waiver of the 30-day operative delay for this proposal is
consistent with the protection of investors and the public interest.
Accordingly, the Commission hereby waives the 30-day operative delay
and designates the proposal operative upon filing.\21\
---------------------------------------------------------------------------

    \19\ 17 CFR 240.19b-4(f)(6).
    \20\ 17 CFR 240.19b-4(f)(6)(iii).
    \21\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule change'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 such 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) \22\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \22\ 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 protected]. Please include
File Number SR-NASDAQ-2023-020 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-NASDAQ-2023-020. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10 a.m. and 3
p.m. Copies of such filing also will be available for inspection and
copying at the principal office of the Exchange. Do not include
personal identifiable information in submissions; you should submit
only information that you wish to make available publicly. We may
redact in part or withhold entirely from publication submitted material
that is obscene or subject to copyright protection.
    All submissions should refer to File Number SR-NASDAQ-2023-020 and
should be submitted on or before August 14, 2023.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\23\
---------------------------------------------------------------------------

    \23\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-15578 Filed 7-21-23; 8:45 am]
BILLING CODE 8011-01-P