[Federal Register: December 31, 2008 (Volume 73, Number 251)]
[Notices]
[Page 80457-80464]
[DOCID:fr31de08-104]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 28571; 812-13440]

Grail Advisors, LLC and Grail Advisors' Alpha ETF Trust; Notice
of Application

December 23, 2008.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order under section 6(c) of the
Investment Company Act of 1940 (``Act'') for an exemption from sections
2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and rule 22c-1 under the
Act, and under sections 6(c) and 17(b) of the Act for an exemption from
sections 17(a)(1) and (a)(2) of the Act, and under section 12(d)(1)(J)
for an exemption from sections 12(d)(1)(A) and (B) of the Act.

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Applicants: Grail Advisors, LLC (``Adviser'') and Grail Advisors' Alpha
ETF Trust (``Trust'').

Summary of Application: Applicants request an order that permits: (a)
Series of certain open-end management investment companies to issue
shares (``Shares'') redeemable in large aggregations only (``Creation
Units''); (b) secondary market transactions in Shares to occur at
negotiated market prices; (c) certain series to pay redemption
proceeds, under certain circumstances, more than seven days from the
tender of Shares for redemption; (d) certain affiliated persons of the
series to deposit securities into, and receive securities from, the
series in connection with the purchase and redemption of Creation
Units; and (e) certain registered management investment companies and
unit investment trusts outside of the same group of investment
companies as the series to acquire Shares.

Filing Dates: The application was filed on October 17, 2007 and amended
on August 1, 2008. Applicants have agreed to file an amendment during
the notice period, the substance of which is reflected in this notice.

Hearing or Notification of Hearing: An order granting the 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 January 15, 2009, and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state

the nature of the writer's interest, the reason for the request, and
the issues contested. Persons who wish to be notified of a hearing may
request notification by writing to the Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street, NE., Washington, DC 20549-1090. Applicants: William M. Thomas,
Grail Advisors, LLC, One Ferry Building, Suite 255, San Francisco, CA
94111.

FOR FURTHER INFORMATION CONTACT: Jaea F. Hahn, Senior Counsel, at (202)
551-6870 or Marilyn Mann, Branch Chief, at<PHONE_NUMBER> (Division of
Investment Management, Office of Investment Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee at the
Commission's Public Reference Desk, 100 F Street, NE., Washington, DC
20549-0102 (tel.<PHONE_NUMBER>).

Applicants' Representations

    1. The Trust is organized as a Delaware statutory trust and will be
registered as an open-end management investment company under the Act.
The Trust will offer one initial series, Grail U.S. Value Fund
(``Initial Fund''). The Initial Fund's investment objective will be to
provide long-term capital growth by investing primarily in U.S. equity
securities.
    2. Applicants request that the order apply to the Initial Fund and
any additional series of the Trust and other open-end investment
management companies or series thereof, that may be created in the
future (``Future Funds'').\1\ Any Future Fund will be (a) advised by
the Adviser or an entity controlling, controlled by, or under common
control with the Adviser, and (b) comply with the terms and conditions
of the application. Future Funds may invest in U.S. equity or fixed
income securities, foreign equity or fixed income securities (``Foreign
Funds''), or a combination of U.S. and foreign equity or fixed income
securities. The Initial Fund and Future Funds, including the Foreign
Funds, together are the ``Funds.'' Each Fund will operate as an
actively managed exchange-traded fund (``ETF'').
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    \1\ All entities that currently intend to rely on the order are
named as applicants. Any other entity that relies on the order in
the future will comply with the terms and conditions of the
application. A Fund of Funds (as defined below) may rely on the
order only to invest in Funds and not in any other registered
investment company.
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    3. The Adviser, a Delaware limited liability company, is registered
as an investment adviser under the Investment Advisers Act of 1940
(``Advisers Act'') and will serve as investment adviser to each Fund.
The Adviser expects to enter into a sub-advisory agreement with one or
more investment advisers each of which will serve as an adviser to a
Fund (each, a ``Sub-Adviser''). Each Sub-Adviser will be registered
under the Advisers Act. Each Fund will have a distributor
(``Distributor'') that will be registered as a broker-dealer under the
Securities Exchange Act of 1934 (``Exchange Act'') and will serve as
the principal underwriter for the Fund.
    4. Shares of the Funds will be sold at a price of between $20 and
$100 per Share in Creation Units of 50,000 Shares. All orders to
purchase Creation Units must be placed with the Distributor by or
through a party that has entered into an agreement with the Trust and
the Distributor (``Authorized Participant''). An Authorized Participant
must be either: (a) A broker-dealer or other participant in the
continuous net settlement system of the National Securities Clearing
Corporation (``NSCC''), a clearing agency registered with the
Commission, or (b) a participant in the Depository Trust Company
(``DTC,'' and such participant, ``DTC Participant''). Shares of each
Fund generally will be sold in Creation Units in exchange for an in-
kind deposit by the purchaser of a portfolio of securities designated
by the Adviser (the ``Deposit Securities''), together with the deposit
of a relatively small specified cash payment (``Balancing Amount'').
The Balancing Amount is an amount equal to the difference between (a)
the net asset value (``NAV'') per Creation Unit of the Fund and (b) the
total aggregate market value per Creation Unit of the Deposit
Securities.\2\ Applicants state that in some circumstances it may not
be practicable or convenient for a Fund to operate exclusively on an
``in-kind'' basis. The Trust reserves the right to permit, under
certain circumstances, a purchaser of Creation Units to substitute cash
in lieu of depositing some or all of the requisite Deposit Securities.
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    \2\ In addition to the list of names and amount of each security
constituting the current Deposit Securities, it is intended that, on
each day that a Fund is open, including as required by section 22(e)
of the Act (``Business Day''), the Balancing Amount effective as of
the previous Business Day, per outstanding Share of each Fund, will
be made available. The Exchange intends to disseminate, every 15
seconds, during regular trading hours, through the facilities of the
Consolidated Tape Association, an approximate amount per Share
representing the sum of the estimated Balancing Amount effective
through and including the previous Business Day, plus the current
value of the Deposit Securities, on a per Share basis.
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    5. An investor purchasing a Creation Unit from a Fund will be
charged a fee (``Transaction Fee'') to prevent the dilution of the
interests of the remaining shareholders resulting from costs in
connection with the purchase of Creation Units.\3\ The maximum
Transaction Fees relevant to each Fund will be fully disclosed in the
prospectus (``Prospectus'') or statement of additional information
(``SAI'') of such Fund. All orders to purchase Creation Units will be
placed with the Distributor by or through an Authorized Participant and
it will be the Distributor's responsibility to transmit such orders to
the Trust. The Distributor also will be responsible for delivering the
Prospectus to those persons purchasing Creation Units, and for
maintaining records of both the orders placed with it and the
confirmations of acceptance furnished by it. In addition, the
Distributor will maintain a record of the instructions given to the
Trust to implement the delivery of Shares.
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    \3\ Where a Fund permits a purchaser to substitute cash in lieu
of depositing a portion of the requisite Deposit Securities, the
purchaser may be assessed a higher Transaction Fee to cover the cost
of purchasing such Deposit Securities, including brokerage costs,
and part or all of the spread between the expected bid and the offer
side of the market relating to such Deposit Securities.
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    6. Purchasers of Shares in Creation Units may hold such Shares or
may sell such Shares into the secondary market. Shares will be listed
and traded on a national securities exchange as defined in section
2(a)(26) of the Act (``Exchange''). It is expected that one or more
member firms of a listing Exchange will be designated to act as a
specialist and maintain a market for Shares on the Exchange (the
``Specialist''), or if Nasdaq or a similar electronic Exchange is the
listing Exchange, one or more member firms will act as a market maker
(``Market Maker'') and maintain a market for Shares.\4\ Prices of
Shares trading on an Exchange will be based on the current bid/offer
market. Shares sold in the secondary market will be subject to
customary brokerage commissions and charges.
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    \4\ If Shares are listed on the Nasdaq, no particular Market
Maker will be contractually obligated to make a market in Shares,
although Nasdaq's listing requirements stipulate that at least two
Market Makers must be registered as Market Makers in Shares to
maintain the listing. Registered Market Makers are required to make
a continuous, two-sided market at all times or be subject to
regulatory sanctions.
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    7. Applicants expect that purchasers of Creation Units will include
institutional investors and arbitrageurs (which could include
institutional

investors). The Specialist, or Market Maker, in providing a fair and
orderly secondary market for the Shares, also may purchase Creation
Units for use in its market-making activities. Applicants expect that
secondary market purchasers of Shares will include both institutional
investors and retail investors.\5\ Applicants expect that the price at
which the Shares trade will be disciplined by arbitrage opportunities
created by the ability to continually purchase or redeem Creation Units
at their NAV, which should ensure that the Shares will not trade at a
material discount or premium in relation to their NAV.
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    \5\ Shares will be registered in book-entry form only. DTC or
its nominee will be the registered owner of all outstanding Shares.
DTC or DTC Participants will maintain records reflecting beneficial
owners of Shares.
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    8. Shares will not be individually redeemable, and owners of Shares
may acquire those Shares from a Fund, or tender such Shares for
redemption to the Fund, in Creation Units only. To redeem, an investor
will have to accumulate enough Shares to constitute a Creation Unit.
Redemption orders must be placed by or through an Authorized
Participant. An investor redeeming a Creation Unit generally will
receive (a) a portfolio of securities designated to be delivered for
Creation Unit redemptions on the date that the request for redemption
is submitted (``Redemption Securities'') and (b) a ``Cash Redemption
Payment,'' consisting of an amount calculated in the same manner as the
Balancing Amount, although the actual amount of the Cash Redemption
Payment may differ from the Balancing Amount if the Redemption
Securities are not identical to the Deposit Securities on that day. An
investor may receive the cash equivalent of a Redemption Security in
certain circumstances, such as if the investor is constrained from
effecting transactions in the security by regulation or policy.\6\ A
redeeming investor may pay a Transaction Fee, calculated in the same
manner as a Transaction Fee payable in connection with purchases of
Creation Units.
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    \6\ Applicants state that a cash-in-lieu amount will replace any
``to-be-announced'' (``TBA'') transaction that is listed as a
Deposit Security or Redemption Security of any Fund. A TBA
transaction is a method of trading mortgage-backed securities where
the buyer and seller agree upon general trade parameters such as
agency, settlement date, par amount and price. The actual pools
delivered generally are determined two days prior to the settlement
date. The amount of substituted cash in the case of TBA transactions
will be equivalent to the value of the TBA transaction listed as a
Deposit Security or Redemption Security.
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    9. Applicants state that in accepting Deposit Securities and
satisfying redemptions with Redemption Securities, the relevant Funds
will comply with the federal securities laws, including that the
Deposit Securities and Redemption Securities are sold in transactions
that would be exempt from registration under the Securities Act.\7\ As
a general matter, the Deposit Securities and Redemption Securities will
correspond pro rata to the securities held by each Fund, although
Redemption Securities received on redemption may not always be
identical to Deposit Securities deposited in connection with the
purchase of Creation Units for the same day.
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    \7\ In accepting Deposit Securities and satisfying redemptions
with Redemption Securities that are restricted securities eligible
for resale pursuant to rule 144A under the Securities Act, the
relevant Funds will comply with the conditions of rule 144A,
including in satisfying redemptions with such rule 144A eligible
restricted Redemption Securities. The Prospectus will also state
that an Authorized Participant that is not a ``Qualified
Institutional Buyer'' as defined in rule 144A under the Securities
Act will not be able to receive, as part of a redemption, restricted
securities eligible for resale under rule 144A.
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    10. Neither the Trust nor any individual Fund will be marketed or
otherwise held out as an ``open-end investment company'' or a ``mutual
fund.'' Instead, each Fund will be marketed as an ``actively-managed
exchange-traded fund.'' All marketing materials that describe the
method of obtaining, buying or selling Shares, or refer to
redeemability, will prominently disclose that Shares are not
individually redeemable and that the owners of Shares may purchase or
redeem Shares from a Fund in Creation Units only. The same approach
will be followed in the SAI, shareholder reports and investor
educational materials issued or circulated in connection with the
Shares. The Funds will provide copies of their annual and semi-annual
shareholder reports to DTC Participants for distribution to beneficial
owners of Shares.
    11. The Funds' Web site, which will be publicly available prior to
the public offering of Shares, will include the Prospectus and other
information about the Funds that is updated on a daily basis, including
the mid-point of the bid-ask spread at the time of the calculation of
NAV (``Bid/Ask Price''). On each Business Day, before the commencement
of trading in Shares on the Exchange, each Fund will disclose the
identities and quantities of the securities (``Portfolio Securities'')
and other assets held in the Fund portfolio that will form the basis
for the Fund's calculation of NAV at the end of the Business Day.\8\
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    \8\ Applicants note that under accounting procedures followed by
the Funds, trades made on the prior Business Day (``T'') will be
booked and reflected in NAV on the current Business Day (``T + 1'').
Accordingly, the Funds will be able to disclose at the beginning of
the Business Day the portfolio that will form the basis for the NAV
calculation at the end of the Business Day.
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Applicants' Legal Analysis

    1. Applicants request an order under section 6(c) of the Act
granting an exemption from sections 2(a)(32), 5(a)(1), 22(d) and 22(e)
of the Act and rule 22c-1 under the Act; and under sections 6(c) and
17(b) of the Act granting an exemption from sections 17(a)(1) and
(a)(2) of the Act; and under section 12(d)(1)(J) for an exemption from
sections 12(d)(1)(A) and (B) of the Act.
    2. Section 6(c) of the Act provides that the Commission may exempt
any person, security or transaction, or any class of persons,
securities or transactions, from any provision of the Act, if and to
the extent that such exemption is necessary or appropriate in the
public interest and consistent with the protection of investors and the
purposes fairly intended by the policy and provisions of the Act.
Section 17(b) of the Act authorizes the Commission to exempt a proposed
transaction from section 17(a) of the Act if evidence establishes that
the terms of the transaction, including the consideration to be paid or
received, are reasonable and fair and do not involve overreaching on
the part of any person concerned, and the proposed transaction is
consistent with the policies of the registered investment company and
the general provisions of the Act. Section 12(d)(1)(J) of the Act
provides that the Commission may exempt any person, security, or
transaction, or any class or classes of persons, securities or
transactions, from any provision of section 12(d)(1) if the exemption
is consistent with the public interest and the protection of investors.

Sections 5(a)(1) and 2(a)(32) of the Act

    3. Section 5(a)(1) of the Act defines an ``open-end company'' as a
management investment company that is offering for sale or has
outstanding any redeemable security of which it is the issuer. Section
2(a)(32) of the Act defines a redeemable security as any security,
other than short-term paper, under the terms of which the holder, upon
its presentation to the issuer, is entitled to receive approximately a
proportionate share of the issuer's current net assets, or the cash
equivalent. Because Shares will not be individually redeemable,
applicants request an order that would permit each Fund, as a series of
an open-end management investment

company, to issue Shares that are redeemable in Creation Units only.
Applicants state that investors may purchase Shares in Creation Units
from each Fund and redeem Creation Units from each Fund. Applicants
further state that because the market price of Shares will be
disciplined by arbitrage opportunities, investors should be able to
sell Shares in the secondary market at prices that do not vary
substantially from their NAV.

Section 22(d) of the Act and Rule 22c-1 Under the Act

    4. Section 22(d) of the Act, among other things, prohibits a dealer
from selling a redeemable security, which is currently being offered to
the public by or through a principal underwriter, except at a current
public offering price described in the prospectus. Rule 22c-1 under the
Act generally requires that a dealer selling, redeeming, or
repurchasing a redeemable security do so only at a price based on its
NAV. Applicants state that secondary market trading in Shares will take
place at negotiated prices, not at a current offering price described
in the prospectus, and not at a price based on NAV. Thus, purchases and
sales of Shares in the secondary market will not comply with section
22(d) of the Act and rule 22c-1 under the Act. Applicants request an
exemption under section 6(c) from these provisions.
    5. Applicants assert that the concerns sought to be addressed by
section 22(d) of the Act and rule 22c-1 under the Act with respect to
pricing are equally satisfied by the proposed method of pricing Shares.
Applicants maintain that while there is little legislative history
regarding section 22(d), its provisions, as well as those of rule 22c-
1, appear to have been designed to (a) prevent dilution caused by
certain riskless-trading schemes by principal underwriters and contract
dealers, (b) prevent unjust discrimination or preferential treatment
among buyers resulting from sales at different prices, and (c) assure
an orderly distribution of investment company shares by eliminating
price competition from dealers offering shares at less than the
published sales price and repurchasing shares at more than the
published redemption price.
    6. Applicants believe that none of these purposes will be thwarted
by permitting Shares to trade in the secondary market at negotiated
prices. Applicants state that (a) secondary market trading in Shares
does not involve the Funds as parties and cannot result in dilution of
an investment in Shares, and (b) to the extent different prices exist
during a given trading day, or from day to day, such variances occur as
a result of third-party market forces, such as supply and demand.
Therefore, applicants assert that secondary market transactions in
Shares will not lead to discrimination or preferential treatment among
purchasers. Finally, applicants contend that the proposed distribution
system will be orderly because arbitrage activity will ensure that the
difference between the market price of Shares and their NAV remains
narrow.

Section 22(e)

    7. Section 22(e) of the Act generally prohibits a registered
investment company from suspending the right of redemption or
postponing the date of payment of redemption proceeds for more than
seven days after the tender of a security for redemption. Applicants
state that settlement of redemptions for the Foreign Funds is
contingent not only on the settlement cycle of the United States
market, but also on currently practicable delivery cycles in local
markets for underlying foreign securities held by the Foreign Funds.
Applicants state that local market delivery cycles for transferring
Shares to redeeming investors, coupled with local market holiday
schedules, will, under certain circumstances, require a delivery
process longer than seven calendar days for Foreign Funds. Applicants
request relief under section 6(c) of the Act from section 22(e) to
allow the Foreign Funds to pay redemption proceeds up to 14 calendar
days after the tender of any Creation Units for redemption. Except as
disclosed in the relevant Foreign Fund's Prospectus and/or SAI,
applicants expect that each Foreign Fund will be able to deliver
redemption proceeds within seven days.\9\ With respect to future
Foreign Funds, applicants seek the same relief from section 22(e) only
to the extent that circumstances similar to those described in the
application exist.
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    \9\ Rule 15c6-1 under the Exchange Act requires that most
securities be settled within three business days of the trade.
Applicants acknowledge that no relief obtained from the requirements
of section 22(e) will affect any obligations applicants may have
under rule 15c6-1.
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    8. Applicants state that section 22(e) was designed to prevent
unreasonable and unforeseen delays in the payment of redemption
proceeds. Applicants assert that the requested relief will not lead to
the problems that section 22(e) was designed to prevent. Applicants
state that the SAI will disclose those local holidays (over the period
of at least one year following the date of the SAI), if any, that are
expected to prevent the delivery of redemption proceeds in seven
calendar days, and the maximum number of days needed to deliver the
proceeds for the relevant Foreign Fund. Applicants are not seeking
relief from section 22(e) with respect to Foreign Funds that do not
effect creations and redemptions of Creation Units in-kind.

Section 12(d)(1)

    9. Section 12(d)(1)(A) of the Act prohibits a registered investment
company from acquiring shares of an investment company if the
securities represent more than 3% of the total outstanding voting stock
of the acquired company, more than 5% of the total assets of the
acquiring company, or, together with the securities of any other
investment companies, more than 10% of the total assets of the
acquiring company. Section 12(d)(1)(B) of the Act prohibits a
registered open-end investment company, its principal underwriter, or
any other broker or dealer from selling its shares to another
investment company if the sale will cause the acquiring company to own
more than 3% of the acquired company's voting stock, or if the sale
will cause more than 10% of the acquired company's voting stock to be
owned by investment companies generally.
    10. Applicants request that the order permit certain investment
companies registered under the Act to acquire Shares beyond the
limitations in section 12(d)(1)(A) and permit the Funds, any principal
underwriter for the Funds, and any broker or dealer registered under
the Exchange Act (``Brokers''), to sell Shares beyond the limitations
in section 12(d)(1)(B). Applicants request that these exemptions apply
to: (1) any Fund that is currently or subsequently part of the same
``group of investment companies'' as the Initial Fund within the
meaning of section 12(d)(1)(G)(ii) of the Act as well as any principal
underwriter for the Funds and any Brokers selling Shares of a Fund to a
Fund of Funds (as defined below); and (2) each management investment
company or unit investment trust registered under the Act that is not
part of the same ``group of investment companies'' as the Funds within
the meaning of section 12(d)(1)(G)(ii) of the Act and that enters into
a FOF Participation Agreement (as defined below) with a Fund (such
management investment companies are referred to herein as ``Investing
Management Companies,'' such unit investment trusts are referred to
herein as ``Investing Trusts,'' and Investing Management Companies and
Investing Trusts are ``Funds of Funds''). Funds of Funds do not include
the Funds. Each

Investing Trust will have a sponsor (``Sponsor'') and each Investing
Management Company will have an investment adviser within the meaning
of Section 2(a)(20)(A) of the Act (``Fund of Funds Adviser'') that does
not control, is not controlled by or under common control with the
Adviser. Each Investing Management Company may also have one or more
investment advisers within the meaning of Section 2(a)(20)(B) of the
Act (each, a ``Fund of Funds Sub-Adviser'').
    11. Applicants assert that the proposed transactions will not lead
to any of the abuses that section 12(d)(1) was designed to prevent.
Applicants submit that the proposed conditions to the requested relief
address the concerns underlying the limits in section 12(d)(1), which
include concerns about undue influence, excessive layering of fees and
overly complex structures.
    12. Applicants believe that neither the Fund of Funds nor a Fund of
Funds Affiliate would be able to exert undue influence over the
Funds.\10\ To limit the control that a Fund of Funds may have over a
Fund, applicants propose a condition prohibiting the Fund of Funds
Adviser or Sponsor; any person controlling, controlled by, or under
common with the Fund of Funds Adviser or Sponsor; and any investment
company or issuer that would be an investment company but for sections
3(c)(1) or 3(c)(7) of the Act that is advised or sponsored by the Fund
of Funds Adviser or advised or sponsored by the Sponsor, or any person
controlling, controlled by, or under common control with the Fund of
Funds Adviser or Sponsor (``Fund of Funds'' Advisory Group'') from
controlling (individually or in the aggregate) a Fund within the
meaning of section 2(a)(9) of the Act. The same prohibition would apply
to any Fund of Funds Sub-Adviser; any person controlling, controlled
by, or under common control with the Fund of Funds Sub-Adviser; and any
investment company or issuer that would be an investment company but
for section 3(c)(1) or 3(c)(7) of the Act (or portion of such
investment company or issuer) advised or sponsored by the Fund of Funds
Sub-Adviser or any person controlling, controlled by, or under common
control with the Fund of Funds Sub-Adviser (``Fund of Funds'' Sub-
Advisory Group'').
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    \10\ A ``Fund of Funds Affiliate'' is a Fund of Funds Adviser,
Fund of Funds Sub-Adviser, Sponsor, promoter, and principal
underwriter of a Fund of Funds, and any person controlling,
controlled by, or under common control with any of those entities. A
``Fund Affiliate'' is the Adviser, any Sub-Adviser, promoter or
principal underwriter of a Fund, or any person controlling,
controlled by, or under common control with any of these entities.
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    13. Applicants propose other conditions to limit the potential for
undue influence over the Funds, including that no Fund of Funds or Fund
of Funds Affiliate (except to the extent it is acting in its capacity
as an investment adviser to a Fund) will cause a Fund to purchase a
security in any offering of securities during the existence of any
underwriting or selling syndicate of which a principal underwriter is
an Underwriting Affiliate (``Affiliated Underwriting''). An
``Underwriting Affiliate'' is a principal underwriter in any
underwriting or selling syndicate that is an officer, director, member
of an advisory board, Fund of Funds Adviser, Fund of Funds Sub-Adviser,
employee or Sponsor of a Fund of Funds, or a person of which any such
officer, director, member of an advisory board, Fund of Funds Adviser,
Fund of Funds Sub-Adviser, employee, or Sponsor is an affiliated person
(except any person whose relationship to the Fund is covered by section
10(f) of the Act is not an Underwriting Affiliate).
    14. Applicants do not believe that the proposed arrangement will
involve excessive layering of fees. The board of directors or trustees
of each Investing Management Company, including a majority of the
disinterested directors or trustees, before approving any advisory
contract under section 15 of the Act, will be required to determine
that the advisory fees charged to the Investing Management Company are
based on services provided that will be in addition to, rather than
duplicative of, the services provided under the advisory contract(s) of
any Fund in which the Investing Management Company may invest. In
addition, the Fund of Funds Adviser, trustee of an Investing Trust
(``Trustee'') or Sponsor, as applicable, will waive fees otherwise
payable to it by the Fund of Funds in an amount at least equal to any
compensation received from a Fund by the Fund of Funds Adviser, Trustee
or Sponsor, or an affiliated person of the Fund of Funds Adviser,
Trustee or Sponsor (other than any advisory fees), in connection with
the investment by the Fund of Funds in the Funds. Applicants also state
that any sales charges and/or service fees charged with respect to
shares of a Fund of Funds will not exceed the limits applicable to a
fund of funds set forth in Conduct Rule 2830 of the NASD (``Rule
2830'').
    15. Applicants submit that the proposed arrangement will not create
an overly complex fund structure. Applicants note that a Fund will be
prohibited from acquiring securities of any investment company, or of
any company relying on section 3(c)(1) or 3(c)(7) of the Act, in excess
of the limits contained in section 12(d)(1)(A) of the Act.
    16. To ensure that a Fund of Funds is aware of the terms and
conditions of the requested order, the Fund of Funds must enter into an
agreement with the respective Funds (``FOF Participation Agreement'').
The FOF Participation Agreement will include an acknowledgement from
the Fund of Funds that it may rely on the order only to invest in the
Funds and not in any other investment company. The FOF Participation
Agreement will further require any Fund of Funds that exceeds the 5% or
10% limitations in section 12(d)(1)(A)(ii) and (iii) to disclose in its
prospectus that it may invest in ETFs and disclose, in ``plain
English,'' in its prospectus the unique characteristics of the Fund of
Funds investing in investment companies, including but not limited to
the expense structure and any additional expenses of investing in
investment companies.

Sections 17(a)(1) and (2) of the Act

    17. Section 17(a)(1) and (2) of the Act generally prohibit an
affiliated person of a registered investment company, or an affiliated
person of such a person (``second tier affiliate''), from selling any
security to or purchasing any security from the company. Section
2(a)(3) of the Act defines ``affiliated person'' to include any person
directly or indirectly owning, controlling, or holding with power to
vote 5% or more of the outstanding voting securities of the other
person and any person directly or indirectly controlling, controlled
by, or under common control with, the other person. Section 2(a)(9) of
the Act provides that a control relationship will be presumed where one
person owns more than 25% of another person's voting securities. The
Funds may be deemed to be controlled by the Adviser or an entity
controlling, controlled by or under common control with the Adviser and
hence affiliated persons of each other. In addition, the Funds may be
deemed to be under common control with any other registered investment
company (or series thereof) advised by the Adviser or an entity
controlling, controlled by or under common control with the Adviser (an
``Affiliated Fund''). Applicants state that because the definition of
``affiliated person'' includes any person owning 5% or more of an
issuer's outstanding voting securities, every purchaser of a Creation
Unit will be affiliated with the Fund so

long as fewer than twenty Creation Units are in existence, and any
purchaser that owns more than 25% of a Fund's outstanding Shares will
be affiliated with a Fund.
    18. Applicants request an exemption from section 17(a) under
sections 6(c) and 17(b), to permit in-kind purchases and redemptions by
persons that are affiliated persons or second tier affiliates of the
Funds solely by virtue of one or more of the following: (1) Holding 5%
or more, or more than 25%, of the outstanding Shares of the Trust or
one or more Funds; (2) an affiliation with a person with an ownership
interest described in (1); or (3) holding 5% or more, or more than 25%,
of the shares of one or more Affiliated Funds. Applicants also request
an exemption in order to permit each Fund to sell Shares to and redeem
Shares from, and engage in the in-kind transactions that would
accompany such sales and redemptions with, any Fund of Funds of which
it is an affiliated person or second tier affiliate.\11\
---------------------------------------------------------------------------

    \11\ Although applicants believe that most Fund of Funds will
purchase and sell Shares in the secondary market, a Fund of Funds
might seek to transact in Shares directly with a Fund.
---------------------------------------------------------------------------

    19. Applicants contend that no useful purpose would be served by
prohibiting affiliated persons or second tier affiliates of a Fund from
purchasing or redeeming Creation Units through ``in-kind''
transactions. The deposit procedure for in-kind purchases and the
redemption procedure for in-kind redemptions will be the same for all
purchases and redemptions. Deposit Securities and Redemption Securities
will be valued under the same objective standards applied to valuing
Portfolio Securities. Therefore, applicants state that in-kind
purchases and redemptions will afford no opportunity for the affiliated
persons and second tier affiliates described above to effect a
transaction detrimental to the other holders of Shares. Applicants also
believe that in-kind purchases and redemptions will not result in
abusive self-dealing or overreaching by these persons of the Fund.
    20. Applicants also submit that the sale of Shares to and
redemption of Shares from a Fund of Funds satisfies the standards for
relief under sections 17(b) and 6(c) of the Act. Applicants note that
the consideration paid for the purchase or received for the redemption
of Shares directly from a Fund by a Fund of Funds (or any other
investor) will be based on the NAV of the Shares. In addition, the
securities received or transferred by the Fund in connection with the
purchase or redemption of Shares will be valued in the same manner as
the Fund's Portfolio Securities and thus the transactions will not be
detrimental to the Fund of Funds. Applicants also state that the
proposed transactions will be consistent with the policies of each Fund
of Funds and Fund and with the general purposes of the Act.

Applicants' Conditions

    The applicants agree that any order of the Commission granting the
requested relief will be subject to the following conditions:

A. Actively Managed Exchange-Traded Fund Relief

    1. The requested order will expire on the effective date of any
Commission rule under the Act that provides relief permitting the
operation of actively managed exchange-traded funds.
    2. Each Fund's Prospectus will clearly disclose that, for purposes
of the Act, Shares are issued by a registered investment company and
that the acquisition of Shares by investment companies and companies
relying on sections 3(c)(1) or 3(c)(7) of the Act is subject to the
restrictions of section 12(d)(1) of the Act, except as permitted by an
exemptive order that permits registered investment companies to invest
in a Fund beyond the limits in section 12(d)(1), subject to certain
terms and conditions, including that the registered investment company
enter into a FOF Participation Agreement with the Fund regarding the
terms of the investment.
    3. As long as a Fund operates in reliance on the requested order,
the Shares of the Fund will be listed on an Exchange.
    4. Neither the Trust nor any Fund will be advertised or marketed as
an open-end investment company or a mutual fund. Each Fund's Prospectus
and advertising materials will prominently disclose that the Fund is an
actively managed exchange-traded fund. Each Prospectus will prominently
disclose that the Shares are not individually redeemable shares and
will disclose that the owners of the Shares may acquire those Shares
from the Fund and tender those Shares for redemption to the Fund in
Creation Units only. Any advertising material that describes the
purchase or sale of Creation Units or refers to redeemability will
prominently disclose that the Shares are not individually redeemable
and that owners of the Shares may acquire those Shares from the Fund
and tender those Shares for redemption to the Fund in Creation Units
only.
    5. The Web site for the Trust, which is and will be publicly
accessible at no charge, will contain the following information, on a
per Share basis, for each Fund: (a) The prior Business Day's NAV and
the Bid/Ask Price, and a calculation of the premium or discount of the
Bid/Ask Price against such NAV; and (b) data in chart format displaying
the frequency distribution of discounts and premiums of the daily Bid/
Ask Price against the NAV, within appropriate ranges, for each of the
four previous calendar quarters (or for the life of the Fund, if
shorter).
    6. The Prospectus and annual report for each Fund will also
include: (a) The information listed in condition A.5(b), (i) in the
case of the Prospectus, for the most recently completed year (and the
most recently completed quarter or quarters, as applicable) and (ii) in
the case of the annual report, for the immediately preceding five years
(or for the life of the Fund, if shorter), and (b) the cumulative total
return and the average annual total return based on NAV and Bid/Ask
Price calculated on a per Share basis for one-, five- and ten-year
periods (or for the life of the Fund, if shorter).
    7. No Adviser or Sub-Adviser, directly or indirectly, will cause
any Authorized Participant (or any investor on whose behalf an
Authorized Participant may transact with the Fund) to acquire any
Deposit Security for the Fund through a transaction in which the Fund
could not engage directly.
    8. On each Business Day, before commencement of trading in Shares
on the Fund's listing Exchange, the Fund will disclose on its Web site
the identities and quantities of the Portfolio Securities and other
assets held by the Fund that will form the basis for the Fund's
calculation of NAV at the end of the Business Day.

B. Section 12(d)(1) Relief

    1. The members of the Fund of Funds' Advisory Group will not
control (individually or in the aggregate) a Fund within the meaning of
section 2(a)(9) of the Act. The members of the Fund of Funds' Sub-
Advisory Group will not control (individually or in the aggregate) a
Fund within the meaning of section 2(a)(9) of the Act. If, as a result
of a decrease in the outstanding voting securities of a Fund, the Fund
of Funds' Advisory Group or the Fund of Funds' Sub-Advisory Group, each
in the aggregate, becomes a holder of more than 25 percent of the
outstanding voting securities of a Fund, it will vote its Shares of the
Fund in the same proportion as the vote of all other holders of the
Fund's Shares. This

condition does not apply to the Fund of Funds' Sub-Advisory Group with
respect to a Fund for which the Fund of Funds Sub-Adviser or a person
controlling, controlled by or under common control with the Fund of
Funds Sub-Adviser acts as the investment adviser within the meaning of
section 2(a)(20)(A) of the Act.
    2. No Fund of Funds or Fund of Funds Affiliate will cause any
existing or potential investment by the Fund of Funds in a Fund to
influence the terms of any services or transactions between the Fund of
Funds or a Fund of Funds Affiliate and the Fund or a Fund Affiliate.
    3. The board of directors or trustees of an Investing Management
Company, including a majority of the disinterested directors or
trustees, will adopt procedures reasonably designed to assure that the
Fund of Funds Adviser and any Fund of Funds Sub-Adviser are conducting
the investment program of the Investing Management Company without
taking into account any consideration received by the Investing
Management Company or a Fund of Funds Affiliate from a Fund or a Fund
Affiliate in connection with any services or transactions.
    4. Once an investment by a Fund of Funds in the securities of a
Fund exceeds the limit in section l2(d)(1)(A)(i) of the Act, the board
of trustees (``Board'') of a Fund, including a majority of the
disinterested Board members, will determine that any consideration paid
by the Fund to the Fund of Funds or a Fund of Funds Affiliate in
connection with any services or transactions: (i) Is fair and
reasonable in relation to the nature and quality of the services and
benefits received by the Fund; (ii) is within the range of
consideration that the Fund would be required to pay to another
unaffiliated entity in connection with the same services or
transactions; and (iii) does not involve overreaching on the part of
any person concerned. This condition does not apply with respect to any
services or transactions between a Fund and its investment adviser(s),
or any person controlling, controlled by or under common control with
such investment adviser(s).
    5. The Fund of Funds Adviser, or Trustee or Sponsor, as applicable,
will waive fees otherwise payable to it by the Fund of Funds in an
amount at least equal to any compensation (including fees received
pursuant to any plan adopted by a Fund under rule 12b-l under the Act)
received from a Fund by the Fund of Funds Adviser, or Trustee or
Sponsor of the Investing Trust, or an affiliated person of the Fund of
Funds Adviser, or Trustee or Sponsor of the Investing Trust, other than
any advisory fees paid to the Fund of Funds Adviser, or Trustee or
Sponsor of the Investing Trust, or its affiliated person by the Fund,
in connection with the investment by the Fund of Funds in the Fund. Any
Fund of Funds Sub-Adviser will waive fees otherwise payable to the Fund
of Funds Sub-Adviser, directly or indirectly, by the Investing
Management Company in an amount at least equal to any compensation
received from a Fund by the Fund of Funds Sub-Adviser, or an affiliated
person of the Fund of Funds Sub-Adviser, other than any advisory fees
paid to the Fund of Funds Sub-Adviser or its affiliated person by the
Fund, in connection with the investment by the Investing Management
Company in the Fund made at the direction of the Fund of Funds Sub-
Adviser. In the event that the Fund of Funds Sub-Adviser waives fees,
the benefit of the waiver will be passed through to the Investing
Management Company.
    6. No Fund of Funds or Fund of Funds Affiliate (except to the
extent it is acting in its capacity as an investment adviser to a Fund)
will cause a Fund to purchase a security in an Affiliated Underwriting.
    7. The Board of the Fund, including a majority of the disinterested
Board members, will adopt procedures reasonably designed to monitor any
purchases of securities by the Fund in an Affiliated Underwriting, once
an investment by a Fund of Funds in the securities of the Fund exceeds
the limit of section 12(d)(1)(A)(i) of the Act, including any purchases
made directly from an Underwriting Affiliate. The Board will review
these purchases periodically, but no less frequently than annually, to
determine whether the purchases were influenced by the investment by
the Fund of Funds in the Fund. The Board will consider, among other
things: (i) Whether the purchases were consistent with the investment
objectives and policies of the Fund; (ii) how the performance of
securities purchased in an Affiliated Underwriting compares to the
performance of comparable securities purchased during a comparable
period of time in underwritings other than Affiliated Underwritings or
to a benchmark such as a comparable market index; and (iii) whether the
amount of securities purchased by the Fund in Affiliated Underwritings
and the amount purchased directly from an Underwriting Affiliate have
changed significantly from prior years. The Board will take any
appropriate actions based on its review, including, if appropriate, the
institution of procedures designed to assure that purchases of
securities in Affiliated Underwritings are in the best interest of
shareholders.
    8. Each Fund will maintain and preserve permanently in an easily
accessible place a written copy of the procedures described in the
preceding condition, and any modifications to such procedures, and will
maintain and preserve for a period of not less than six years from the
end of the fiscal year in which any purchase in an Affiliated
Underwriting occurred, the first two years in an easily accessible
place, a written record of each purchase of securities in Affiliated
Underwritings once an investment by a Fund of Funds in the securities
of the Fund exceeds the limit of section 12(d)(1)(A)(i) of the Act,
setting forth from whom the securities were acquired, the identity of
the underwriting syndicate's members, the terms of the purchase, and
the information or materials upon which the Board's determinations were
made.
    9. Before investing in a Fund in excess of the limit in section
12(d)(1)(A), a Fund of Funds will execute a FOF Participation Agreement
with the Fund stating that their respective boards of directors or
trustees and their investment Advisers, or Trustee and Sponsor, as
applicable, understand the terms and conditions of the order, and agree
to fulfill their responsibilities under the order. At the time of its
investment in Shares of a Fund in excess of the limit in section
12(d)(1)(A)(i), a Fund of Funds will notify the Fund of the investment.
At such time, the Fund of Funds will also transmit to the Fund a list
of the names of each Fund of Funds Affiliate and Underwriting
Affiliate. The Fund of Funds will notify the Fund of any changes to the
list as soon as reasonably practicable after a change occurs. The Fund
and the Fund of Funds will maintain and preserve a copy of the order,
the FOF Participation Agreement, and the list with any updated
information for the duration of the investment and for a period of not
less than six years thereafter, the first two years in an easily
accessible place.
    10. Before approving any advisory contract under section 15 of the
Act, the board of directors or trustees of each Investing Management
Company, including a majority of the disinterested directors or
trustees, will find that the advisory fees charged under such contract
are based on services provided that will be in addition to, rather than
duplicative of, the services provided under the advisory contract(s) of
any Fund in which the Investing

Management Company may invest. These findings and their basis will be
recorded fully in the minute books of the appropriate Investing
Management Company.
    11. Any sales charges and/or service fees charged with respect to
shares of a Fund of Funds will not exceed the limits applicable to a
Fund of Funds as set forth in Rule 2830.
    12. No Fund will acquire securities of an investment company or
company relying on section 3(c)(1) or 3(c)(7) of the Act in excess of
the limits contained in section 12(d)(1)(A) of the Act.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Florence E. Harmon,
Acting Secretary.
 [FR Doc. E8-31089 Filed 12-30-08; 8:45 am]

BILLING CODE 8011-01-P


[Federal Register: February 17, 2009 (Volume 74, Number 30)]
[Notices]
[Page 7417-7419]
[DOCID:fr17fe09-50]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings 1

February 05, 2009.
    Take notice that the Commission received the following electric
rate filings:
    Docket Numbers: ER08-1252-002.
    Applicants: Midwest Independent Transmission System Operator, Inc.
    Description: Midwest Independent Transmission System Operator, Inc
submits revisions to its Open Access Transmission, Energy and Operating
Reserve Markets Tariff in compliance with the Commission's 12/29/08
Order.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0169.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-92-001.
    Applicants: Southern Company Services, Inc.
    Description: Southern Company Services, Inc submits First Revised
Sheet to FERC Electric Tariff, Original Volume 1 in compliance with the
Commission's 12/31/08 Order.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0167.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-226-001.
    Applicants: ALLETE, Inc.
    Description: ALLETE, Inc responds to FERC's 12/31/08 deficiency
letter.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0201.
    Comment Date: 5 p.m. Eastern Time on Thursday, February 12, 2009.

    Docket Numbers: ER09-591-000.
    Applicants: Nalcor Energy.
    Description: Petition of Nalcor Energy for order accepting market-
based rate tariff for filing, granting waivers and blanket approvals.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0029.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-594-000.
    Applicants: Coaltrain Energy LP.
    Description: Coaltrain Energy LP submits Application for Order
Accepting Initial Tariff and Granting Category 1 Status and Certain
Waivers and Blanket Approvals etc.
    Filed Date: 01/30/2009.
    Accession Number: 20090202-0619.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-595-000.
    Applicants: Gotham Energy Marketing LP.
    Description: Gotham Energy Marketing LP submits an Application of
Gotham for Order Accepting Initial Tariff and Granting Category 1
Status and Certain Waivers and Blanket Approvals etc.
    Filed Date: 01/30/2009.
    Accession Number: 20090202-0617.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-596-000.
    Applicants: Silverado Energy LP.
    Description: Silverado Energy, LP submits an application for order
accepting initial tariffs and granting Category 1 Status and certain
waivers and blanket approvals.
    Filed Date: 01/30/2009.
    Accession Number: 20090202-0615.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-597-000.
    Applicants: Rockpile Energy LP.
    Description: Rockpile Energy LP submits Application for Order
Accepting Initial Tariff and Granting Category 1 Status and certain
Waivers and Blanket Approvals.
    Filed Date: 01/30/2009.
    Accession Number: 20090202-0613.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-598-000.
    Applicants: Big Bog Energy LP.
    Description: Big Bog Energy, LP submits an application for order
accepting initial tariff and granting Category 1 Status and certain
waivers and blanket approvals.
    Filed Date: 01/30/2009.
    Accession Number: 20090202-0611.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-600-000.
    Applicants: Trans-Allegheny Interstate Line Company.
    Description: Trans-Allegheny Interstate Line Company submits
proposed revisions to First Revised Sheet 3141.02 et al. of the Open
Access Transmission Tariff of PJM

Interconnection, LLC, FERC Electric Tariff, Sixth Revised Volume 1.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0003.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-601-000.
    Applicants: San Diego Gas & Electric Company.
    Description: San Diego Gas & Electric Company submits its
application for the approval of an increase in the Fixed Change Rate
etc.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0121.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-604-000.
    Applicants: UNS Electric, Inc.
    Description: UNS Electric, Inc submits revisions to its Open Access
Transmission Tariff to incorporate by reference standards promulgated
by the North American Energy Standards Board, and request waiver of one
NAESB standard etc.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0006.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-605-000.
    Applicants: Public Service Company of New Mexico.
    Description: Public Service Company of New Mexico submits revisions
to its Second Revised Volume 6 of their Open Access Transmission Tariff
pursuant to FERC's 7/21/08 Order and Request for Waiver etc.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0007.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-606-000.
    Applicants: Duke Energy Carolinas, LLC.
    Description: Duke Energy Carolinas, LLC submits seven Network
Integration Transmission Service Agreements for Network Integration
Transmission Service with the City of Concord, NC et al.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0116.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-607-000.
    Applicants: Florida Power & Light Co.
    Description: Florida Power & Light Company submits Fourth Revised
Tariff Sheet 505 and Second Revised Sheet 506 to its Open Access
Transmission Tariff pursuant to Order 676-C.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0008.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-608-000.
    Applicants: Tucson Electric Power Company.
    Description: Tucson Electric Power Company submits revisions to its
Open Access Transmission Tariff and Request for Waiver pursuant to the
Commission's 7/21/08 Order.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0010.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-609-000.
    Applicants: Central Power & Lime LLC.
    Description: Central Power & Lime LLC submits a Notice of
Succession.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0028.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-610-000; ER09-611-000.
    Applicants: CalPeak Power--El Cajon, LLC; CalPeak Power--Border
LLC.
    Description: CalPeak Entities submits modifications to the
Reliability Must-Run Service Agreement with the California Independent
System Operator Corp under ER09-610 et al.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0027.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-612-000.
    Applicants: Entergy Services, Inc.
    Description: Entergy Arkansas Inc and Union Electric Co submits a
joint notice of termination.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0026.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-613-000.
    Applicants: Cross-Sound Cable Company, LLC.
    Description: Cross-Sound Cable Co, LLC submits an Order No. 676-C
compliance filing and request for waiver of certain WEQ Standards.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0023.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-616-000; ER09-617-000; ER09-618-000.
    Applicants: Susquehanna Electric Company; Susquehanna Power
Company; PECO Energy Power Company.
    Description: Exelon Generation Company, LLC on behalf of
Susquehanna Electric Co et al. submits Notice of Cancellation of Rate
Schedule FERC 1, 2, and 4 et al., effective 1/1/09.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0112.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-619-000.
    Applicants: Xcel Energy Services Inc.
    Description: Xcel Energy Services Inc submits amended rate sheets
to the Market Interface Integration Services Agreement with Tatanka
Wind Power LLC, to be effective 2/1/09.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0113.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-620-000.
    Applicants: New England Power Pool.
    Description: New England Power Pool submits counterpart signature
pages of the New England Power Pool Agreement dated as of 9/1/71.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0111.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-621-000; ER09-622-000; ER07-1119-006.
    Applicants: TAQA Gen X LLC.
    Description: TAQA Gen X LLC submits notice of change in status in
connection with the recent acquisition by TAQA Gen X LP from BE
Investment Holding Inc of 100% of indirect ownership interests in TGX
LLC.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0109.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-623-000.
    Applicants: Pacific Gas and Electric Company.
    Description: Pacific Gas and Electric Company submits unexecuted
modifications to Service Agreement 42 for Network Integration
Transmission Service with San Francisco Bay Area Rapid Transit District
etc.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0110.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-624-000.
    Applicants: Pacific Gas and Electric Company.
    Description: Pacific Gas and Electric Company submits modifications
to PG&E's Grid Management Charge Pass Through Tariff.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0114.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-625-000.
    Applicants: Pacific Gas and Electric Company.
    Description: Pacific Gas and Electric Co submits Notice of
Cancellation of Rate Schedule 116, the Interconnection Agreement with
Modesto Irrigation District.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0115.

    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-626-000.
    Applicants: Participating Transmission Owners.
    Description: Participating Transmission Owners et al. request
waiver of certain business practice standards in Version 001 adopted by
the Wholesale Electric Quadrant of the North American Energy Standards
Board etc pursuant to Order 676-C.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0142.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-627-000.
    Applicants: Niagara Mohawk Power Corporation.
    Description: Niagara Mohawk Power Corporation et al. submits an
Energy Delivery Agreement with Salamanca Board of Public Utilities
executed in August 2002.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0141.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-628-000.
    Applicants: National Grid Generation LLC.
    Description: National Grid Generation LLC submits the Section 205
Rate Filing re revisions to its FERC Electric Rate Schedule No. 1.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0264.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-629-000.
    Applicants: Dynegy Marketing and Trade, LLC.
    Description: Dynegy Marketing and Trade, LLC submits Notice of
Succession to notify the Commission of a corporate name change and
revisions to their market-based rate tariff to reflect the name change.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0143.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-630-000.
    Applicants: Southern California Edison Company.
    Description: Southern California Edison Company submits a revised
rate sheet to the Amended and Restated Mandalay Generating Station
Radial Lines Agreement with Reliant Energy Mandalay, Inc.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0150.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-631-000.
    Applicants: PJM Interconnection L.L.C.
    Description: PJM Interconnection, LLC submits revisions to PJM's
Open Access Transmission Tariff etc.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0149.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-640-000.
    Applicants: ISO New England Inc. & New England Power.
    Description: ISO New England Inc et al. submits transmittal letter
and related materials, which identify the Installed Capacity
Requirement, etc.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0165.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-642-000.
    Applicants: Niagara Mohawk Power Corporation.
    Description: Niagara Mohawk Power Corporation et al. submits an
amendment dated 6/11/09 between Niagara Mohawk and Huntley Power LLC
which amends an interconnection agreement between the same parties.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0163.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Docket Numbers: ER09-651-000.
    Applicants: El Paso Electric Company.
    Description: El Paso Electric Company, Order No. 676-C Compliance
Filing.
    Filed Date: 01/30/2009.
    Accession Number: 20090130-5156.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Take notice that the Commission received the following open access
transmission tariff filings:

    Docket Numbers: OA08-69-003.
    Applicants: Tucson Electric Power Company.
    Description: Tucson Electric Power Company submits Third Revised
Sheet 78 et al. to FERC Electric Tariff, Fourth Revised Volume 2 to its
Open Access Transmission in compliance with FERC's 12/2/08 Letter Order
under OA08-69.
    Filed Date: 01/30/2009.
    Accession Number: 20090203-0009.
    Comment Date: 5 p.m. Eastern Time on Friday, February 20, 2009.

    Any person desiring to intervene or to protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Rules of Practice and Procedure (18 CFR 385.211 and
385.214) on or before 5 p.m. Eastern time on the specified comment
date. It is not necessary to separately intervene again in a subdocket
related to a compliance filing if you have previously intervened in the
same docket. Protests will be considered by the Commission in
determining the appropriate action to be taken, but will not serve to
make protestants parties to the proceeding. Anyone filing a motion to
intervene or protest must serve a copy of that document on the
Applicant. In reference to filings initiating a new proceeding,
interventions or protests submitted on or before the comment deadline
need not be served on persons other than the Applicant.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://
www.ferc.gov. To facilitate electronic service, persons with Internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically should submit an original and
14 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First St. NE., Washington, DC 20426.
    The filings in the above proceedings are accessible in the
Commission's eLibrary system by clicking on the appropriate link in the
above list. They are also available for review in the Commission's
Public Reference Room in Washington, DC. There is an eSubscription link
on the Web site that enables subscribers to receive e-mail notification
when a document is added to a subscribed dockets(s). For assistance
with any FERC Online service, please e-mail<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For TTY, call<PHONE_NUMBER>.

Nathaniel J. Davis, Sr.,
Deputy Secretary.
 [FR Doc. E9-3247 Filed 2-13-09; 8:45 am]

BILLING CODE 6717-01-P