[Federal Register: June 29, 2006 (Volume 71, Number 125)]
[Notices]
[Page 37135-37140]
[DOCID:fr29jn06-89]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-54035; File No. SR-BSE-2006-20]

Self-Regulatory Organizations; Boston Stock Exchange, Inc.;
Notice of Filing of Proposed Rule Change and Amendment Nos. 1 and 3
Thereto To Create a New Electronic Trading Facility, the Boston
Equities Exchange (``BeX''), To Be Operated by BSX Group, LLC

June 22, 2006.
    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 May 5, 2006, the Boston Stock Exchange, Inc. (``BSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I, II and III below, which Items have been prepared by the BSE.
BSE filed Amendment No. 1 to the proposed rule change on June 1,
2006.\3\ BSE filed Amendment No. 3 to the proposed rule change on June
15, 2006.\4\ The Commission is publishing this notice to solicit
comments on the proposed rule change, as amended, from interested
persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Amendment No. 1 superseded and replaced the original filing
in its entirety. Amendment No. 2 was withdrawn by BSE on June 9,
2006.
    \4\ Amendment No. 3 supersedes and replaces the original filing
and Amendment No. 1 in their entirety.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange is proposing to create a new electronic trading
facility, the Boston Equities Exchange (``BeX''), to be operated by BSX
Group, LLC (``BSX''). This rule filing sets forth the proposed
governance structure of BSX and

proposed changes regarding BSE membership relating to the creation of
BeX. Changes to the BSE's equity trading rules are set forth in a
separate filing.\5\
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    \5\ On May 10, 2006, the Exchange filed with the Commission a
proposed rule change to implement rules governing BeX (SR-BSE-2006-
22).
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    The text of the proposed rule change is available on the Exchange's
Web site (http://www.bostonstock.com), at the Exchange's Office of the

Secretary, and at the Commission's Public Reference Room. The text of
the proposed rule change is also available on the Commission's Web site
(http://www.sec.gov/rules/sro.shtml).

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

    In its filing with the Commission, the Exchange included statements
concerning the purpose of, and basis for, the proposed rule change, as
amended, and discussed any comments it received on the proposed rule
change, as amended. 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
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The BSE proposes to create a new electronic trading facility, as
that term is defined in section 3(a)(2) of the Act,\6\ called BeX. BeX,
which is to be developed, owned, and operated by BSX, would be an
electronic securities communications and trading facility intended for
the use of BSE members, including the new category of ``Electronic
Access Members'' (described below) and their customers.
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    \6\ Under the Act, the ``term `facility' when used with respect
to an exchange includes its premises, tangible or intangible
property whether on the premises or not, any right to the use of
such premises or property or any service thereof for the purpose of
effecting or reporting a transaction on an exchange (including,
among other things, any system of communication to or from the
exchange, by ticker or otherwise, maintained by or with the consent
of the exchange), and any right of the exchange to the use of any
property or service.'' See 15 U.S.C. 78c(a)(2).
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a. Relationship of the BSE to BSX
    The BSE is entered into various agreements with BSX, under which
BSX, of which the Exchange is currently a majority owner, would operate
BeX as a facility of the BSE. All of the assets and liabilities that
solely support the equities trading business and equities clearing
business of the BSE will be transferred to BSX. Upon restructuring,
however, the BSE will continue to be the self-regulatory organization
(``SRO'') for BeX, and will continue to regulate the equities market
under its current rule framework.\7\ The BSE also proposes to create a
new category of BSE Members called Electronic Access Members (``EAMs'')
that will be entitled to trade equity securities on BeX. All of the
proposed changes to facilitate this restructuring would be set forth in
the BSX Group LLC Operating Agreement (``Agreement''), and reflected in
changes to the Exchange's Constitution and a related provision in the
Exchange's Rules of the Board of Governors (``BSE Rules''). The BSE
Members approved the proposed changes to the Constitution. Although
some additional changes may be required to BSE Rules, such changes are
not the subject of this filing.\8\
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    \7\ The proposed restructuring would not affect the Boston
Options Exchange facility (``BOX Market'') which is controlled by
the Boston Options Exchange Group, LLC (``BOXG''). The BSE is a
founding member and owner of the BOXG, and the BOX Market is
regulated by Boston Options Exchange Regulation, LLC (``BOXR''), a
wholly-owned subsidiary of the BSE to which the BSE has delegated
regulatory oversight authority for the BOX Market.
    \8\ See note 5, supra.
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    The relationship between the BSE, BSX, and BeX is explained further
in proposed Article XXI of the BSE Constitution and the Agreement.
Under Article XXI, the books, records, and premises of BSX would be
deemed to be the books, records, and premises of the BSE subject to
oversight pursuant to the Act. The books and records of BSX would be
subject at all times to inspection and copying by the BSE and the
Commission. In addition, proposed Article XXI states that ``[a]ll
officers, directors employees and agents of BSX Group, LLC are the
officers, directors, employees and agents of the Exchange for the
purposes of the Act.'' As set forth in proposed Article XXI and the
Agreement, these provisions would not be deemed to create any rights or
benefits for any person or entity other than the SEC and the BSE.\9\
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    \9\ The Commission notes that proposed Article XXI does not
expressly state that it would ``not be deemed to create any rights
or benefits for any person or entity other than the SEC and the
BSE.''
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    The structure of the proposed BSX would be substantially the same
as that which the Exchange has established for its options trading
business. For its options business, the Exchange established the BOX
Market, which is controlled by the BOXG. The BSE is a founding member
and owned about a 30% interest in BOXg at its inception.\10\ BOXG
operates the BOX Market, which is the BSE's marketplace for trading
options. BOXR, a wholly owned substantially of the BSE, regulates the
BOX Market. Similarly, the proposed BSX would operate BeX, which is the
proposed BSE marketplace for trading equities. The BSE would own a
controlling interest in BSX of approximately 58.33% at inception, which
is approximately twice the percentage that the BSE initially owned of
BOXG. The BSE would regulate the BeX market via a contract, rather than
through a separate wholly owned substantially to which it delegates its
self-regulatory responsibilities.
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    \10\ The BSE currently owns about 1 17% interest in BOXG.
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b. The BeX Market
    There are two principal reasons the BSE proposes to create the BeX
and to institute a system of EAMs.\11\ First, by restructuring the
control of its equities business as a limited liability company with
business control and management by the directors and officers of BSX,
the Exchange believes that the new entity will have greater flexibility
to build and execute approaches designed to improve its competitive
position, including the development of strategic relationships.
Furthermore, the BSE anticipates that by restructuring so that a
separately controlled organization is responsible for the operation of
its equities business, the management of BSX will be better able to
respond quickly to competitive pressures and to make changes to the
operation as market conditions warrant.
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    \11\ ``EAMs'' is used in this filing to refer both to Electronic
Access Members and Electronic Access Memberships.
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    Second, the BSE intends to increase the revenue of its equities
business by conferring trading privileges on EAMs that do not bear the
costs of seat ownership.\12\
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    \12\ The BSE intends to keep fees imposed upon EAMs consistent
with the applicable fees imposed upon non-EAMs. A separate rule
filing will address all fees related to the BeX, including EAM and
non-EAM fees.
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    The proposed BeX structures, although representing a departure from
the way the BSE currently operates its equities business, is not
significantly different from the way the Exchange currently conducts
its options trading marketplace, as discussed above. Moreover, the
proposed structure is similar in many ways to the composition of PCX/
Arca. However, with both BOX and PCX/Arca, regulatory authority was
delegated to SRO subsidiaries. In BeX, the BSE will

continue to directly regulate its equities trading business, without
delegation to any subsidiary or facility. The BSE believes that it will
be able to optimize its regulatory oversight of its equities business
through the proposed approach. The Exchange notes that this model is in
congruence with recent governance change at the Exchange, whereby the
Exchange separated its Chairman and Chief Executive Officer roles,\13\
and in a separate BSE Board of Governors action established a
Regulatory Oversight Committee, so as to more effectively protect the
integrity of the Exchange's regulatory function.
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    \13\ See Securities Exchange Act Release No. 49611 (April 23,
2004), 69 FR 23833 (April 30, 2004) (File No. SR-BSE-2004-10).
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c. BSX
    The BSE states that BSX will be run by its management with limited
policy direction by Exchange members. The entity will be controlled by
its own Board of Directors, which will be responsible for the
commercial governance of BeX, subject at all times to BSE's overriding
regulatory responsibility. Currently, there are six ``Members'' of BSX
(``BSX Members'') who have a direct controlling interest in BSX
(``direct controlling parties'') : The BSE (approximately 58.33%), and
Citigroup Financial Strategies Inc. (``Citi''); Credit Suisse First
Boston Next Fund Inc. (``CSFB''); LB 1 Group, Inc. (``Lehman''),
Fidelity Global Brokerage Group, Inc. (``Fidelity''); and Merrill Lynch
L.P. Holdings Inc. (``Merrill'') (each approximately 8.33%)
(collectively, the ``Founding Members'').
    In this filing, the BSE is submitting the Agreement, and
specifically discussing those provisions related to the control and
governance of BSX that will ensure that the BSE has the authority
within BSX to maintain its responsibility for all regulatory functions
related to the BeX. The Exchange's discussion of the Agreement will
focus on the provisions of the Agreement related to BSE's authority for
all regulatory functions of the proposed BeX facility.
(i) Governance of BSX
    Section 4.2(b) of the Agreement gives the Board of Directors of BSX
(``Board'') the power and responsibility to manage the business of BSX,
select and evaluate the performance of the Senior Executive, and
establish and monitor capital and operating budgets. Section 4.1(a)
provides that the Board will consist of between five and 15 directors.
Section 4.1(b) provides that, initially, the BSE will be entitled to
designate two directors, while Citi, CSFB, Lehman, Fidelity and Merrill
will each be entitled to designate one director. Moreover, for as long
as BeX remains a facility of the Exchange, BSE will have the right to
designate at least one director. Section 4.1(d) provides that any new
Member that acquires a prescribed percentage interest in BSX also would
be entitled to designate one director.\14\ Section 4.8 provides that,
except as otherwise expressly provided in the Agreement or as requested
by the Board, no BSX Member shall take part in the day-to-day
management or operation of the business or affairs of BSX.
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    \14\ The Commission notes that Section 4.1(d) of the Agreement
states that ``the Board shall determine the number of Board seats,
if any, to be designated by the new or Transfree Member and will
determine the disposition of the Board seats designated by any
Transferring Member.''
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    Pursuant to Section 4.1(c) of the Agreement, a director shall be
terminated by the Board: (i) In the event such director has violated
any provision of the Agreement or state or federal securities laws; or
(ii) if the Board determines that such action is necessary or
appropriate in the public interest or for the protection of investors.
In addition, Section 4.2(a) requires each director to agree to comply
with the federal securities laws and the rules and regulations
thereunder and to cooperate with the Commission and BSE pursuant to
their regulatory authority and the provisions of the Agreement.
Furthermore, the Agreement provides that each director must take into
consideration whether his or her actions as a director would cause BSX
to engage in conduct that fosters and does not interfere with BSX's
ability to prevent fraudulent and manipulative acts and practices,
promote just and equitable principles of trade, foster cooperation and
coordination with persons engaged in regulating clearing, settling,
processing information with respect to, and facilitating transactions
in securities, remove impediments to and perfect the mechanism of a
free and open market and a national market system, and, in general,
protect investors and the public interest.
(ii) Regulation of BeX
    BSE states that it will regulate BeX as a facility of the Exchange.
BSE has responsibility under the Act for the BeX facility. BSX, as
owner and operator of the BeX facility, will also be subject to the
Commission's jurisdiction. In this regard, Sections 12.1 and 15 of the
Agreement each provide that the books, records, premises, officers,
directors, agents, and employees of BSX shall be deemed to be the
books, records, premises, officers, directors, agents, and employees of
BSE for the purpose of and subject to oversight pursuant to the Act.
Moreover, under Section 5.3 of the Agreement, each BSX Member agrees to
comply with the federal securities laws and the rules and regulations
thereunder and to cooperate with the Commission and BSE pursuant to
their regulatory authority and the provisions of the Agreement.
    Section 5.8 of the Agreement further provides that, after
appropriate notice and opportunity for hearing, the Board, by a two-
thirds vote, including the affirmative vote of BSE and excluding the
vote of the Member subject to sanction, may suspend or terminate a BSX
Member's voting privileges or ownership: (i) In the event such Member
is subject to a statutory disqualification, as defined in Section
3(a)(39) of the Act; (ii) in the event such Member has violated any
provision of the Agreement or any federal or state securities law; or
(iii) if the Board determines that such action is necessary or
appropriate in the public interest or for the protection of investors.
    In addition, Section 4.4(a) of the Agreement provides that BSX may
not take any ``Super Major Action'' unless such action is approved by
75% of the Board, including four of the Founding Members and the
affirmative vote of all of the directors designated by BSE. A ``Super
Major Action'' is defined in Section 4.4(b) to include, among other
things: A merger or consolidation involving BSX; a sale of any material
portion of its assets; appointing directors to afford representation to
BSX Members, other than Founding Members, having a percentage interest
less than 5.00% operating the BeX with a Regulatory Services Provider
other than the BSE or an affiliate of the BSE; making a material change
to the market structure of BeX; the acquisition of any BSX Units
(``Units'') \15\ by any person that results in such person holding an
aggregate percentage interest in BSX equal to or greater than 20%;
altering the provisions for Board membership for the Founding Members;
entry by BSX

into any other line of business other than the development, operation,
and ownership of the BeX; except as expressly contemplated by the
Agreement and the Related Agreements, as defined in the Agreement;
entering into any agreement, commitment, or transaction with a BSX
Member or any of its affiliates other than transactions or agreements
upon commercially reasonable terms that are no less favorable to BSX
than BSX would obtain in a comparable transaction or agreement with a
third party; taking any action which would effect the voluntary, or
which would precipitate an involuntary, dissolution or winding up of
BSX; and entering into any partnership, joint venture or other similar
joint business undertaking.
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    \15\ The Agreement defines ``Units'' as ``equal units of limited
liability company interest in the Company, including an interest in
the ownership and profits and losses of the Company and the right to
receive distributions from the Company as set forth in this
Agreement. For the avoidance of doubt, the ownership or possession
of Units shall not in and of itself entitle the owner or holder
thereof to vote or consent to any action with respect to the Company
(which rights, except as otherwise specifically provided in this
Agreement with respect to BSE, shall be bested in only duly admitted
members of the Company), or to exercise any right of a member of the
Company under this Agreement, the Act or other applicable law.
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    Section 16.2(a) of the Agreement generally provides that a BSX
Member may not disclose any confidential information of BSX to any
person, except as expressly provided by the Agreement. However, Section
16.2(b) provides exceptions for, among other things, disclosure
required by the federal securities laws or in response to a request by
the Commission pursuant to the Act, by the BSE or by another applicable
SRO. Similarly, Section 16.5 of the Agreement provides that nothing in
the Agreement should be interpreted as to limit or impede the rights of
the Commission or BSE to access or examine BSX confidential
information, or to limit or impede the ability of Members, or their
officers, directors, agents, or employees, to disclose BSX confidential
information to the Commission, or BSE.
(iii) Changes in Ownership of BSX
    Section 8.1(a) of the Agreement defines a ``Transfer'' to be the
direct or indirect, whether voluntary or involuntary, by operation of
law or otherwise, transfer, disposition of, sale, lending, pledging,
hypothecation, encumbrance, assignment, exchange, participation,
subparticipation, or other transfer, in any manner, of Units, and
provides that, except in certain limited circumstances, no person may
directly or indirectly transfer any Units, or any rights arising
thereunder, without the prior approval of the Board. To be eligible for
such approval, the proposed transferee must: (1) Have sufficient
financial assets to support such a Transfer; (2) be able to carry out
its duties as a BSX Member under the Agreement (if admitted); and (3)
be under no regulatory or governmental disqualification. Section 8.1(b)
provides, in addition, that a person shall be admitted to BSX as a
Member only upon (i) such person's execution of a counterpart of the
Agreement to evidence its written acceptance of the terms and
provisions of the Agreement, and acceptance thereof by resolution of
the Board, which acceptance may be given or withheld in the sole
discretion of the Board, (ii) if such person is a transferee, its
agreement in writing to its assumption of the obligations of its
assignor under the Agreement and acceptance thereof by resolution of
the Board, which acceptance may be given or withheld in the sole
discretion of the Board, (iii) if such person is a transferee,
confirmation by the Board that the Transfer was permitted by the
Agreement, and (iv) approval of the Board. Whether or not a transferee
who acquired any Units has accepted in writing the terms and provisions
of the Agreement and assumed in writing the obligations of its
predecessor in interest, the transferee shall be deemed, by the
acquisition of those Units, to have agreed to be subject to and bound
by all the obligations of the Agreement with the same effect and to the
same extent as any predecessor in interest of such transferee.
    Section 8.4(a) provides that no Transfer of Units may take place if
such transaction: (i) In the opinion of tax counsel to the BSX, could
cause a termination of the BSX within the meaning of Section 708 of the
United States Internal Revenue Service Code or, (ii) in the opinion of
the Board, based on advice of tax counsel, could cause a termination of
the Company's status as a partnership or cause the Company to be
treated as a publicly traded partnership for federal income tax
purposes, (iii) is prohibited by any state, Federal or provincial
securities laws, or (iv) is prohibited by the Agreement. Section 8.4(c)
provides that any Transfer of Units, whether direct or indirect,
voluntary or involuntary, by operation of law or otherwise, in
contravention of any of the provisions of Article 8 of the Agreement
would be void ab initio, and ineffectual, and would not bind or be
recognized by BSX.
    Section 8.4(d) of the Agreement provides that, beginning after
Commission approval of this proposed rule change, BSX would be required
to provide the Commission with written notice ten days prior to the
closing date of any acquisition that results in a BSX Member's
percentage ownership interest in BSX, alone or together with any
affiliate, meeting or crossing either the 5%, 10%, or 15% thresholds.
    Section 8.4(e) provides that any Transfer of Units that results in
the acquisition and holding by any person, alone or together with any
affiliate, of an interest that meets or crosses the 20% threshold or
any successive 5% threshold (i.e., 25%, 30%, etc.), would trigger an
amendment to the Agreement that would constitute a proposed rule change
that BSE would be required to file with the Commission under section
19(b) of the Act. In addition, section 8.4(e) provides that an
amendment to the Agreement resulting from a Transfer of Units that
reduces BSE's ownership in BSX to below the 20% threshold would require
a proposed rule change under section 19(b) of the Act. Additionally,
SEC approval would be required to permit any person, alone or together
with any affiliate, to control greater than 20% of the Total Votes (as
defined in section 4.4(a)) of BSX.
    Section 8.4(f) of the Agreement provides for indirect changes in
control of BSX. Any person that acquires a controlling interest (i.e.,
an interest of 25% or greater) in a BSX Member that holds 20% or more
of the Units would be required to agree to become a party to the
Agreement and abide by its terms. The amendment to the Agreement caused
by the addition of the indirect controlling party would trigger a
proposed rule change that BSE would be required to file with the
Commission pursuant to section 19(b) of the Act. The rights and
privileges of the direct controlling party would be suspended until
that proposed rule change became effective under the Act or until the
indirect controlling party ceased to have a controlling interest in the
direct controlling party.
    Section 8.5 addresses BSX ownership concentration limits. Section
8.5(a) limits any person who, either alone or with its affiliates, is a
BeX Market Participant \16\, form owning in the aggregate more than 20%
of the outstanding units of BSX (the ``Ownership Concentration
Limit''). Section 8.4(b) sets forth any Person that is not a BeX Market
Participant that, alone or together with affiliates exceeds the
Ownership Concentration Limit, and subsequently becomes a BeX Market
Participant, must, within 180 days, transfer sufficient interest so
that the Person who is also a BeX Market Participant does not exceed
the Ownership Concentration Limit.\17\
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    \16\ The Agreement defines ``BeX Market Participant'' as ``a
firm, or organization that is registered with the BSE pursuant to
the BSE Rules for purposes of participating in equities trading on
the BeX.''
    \17\ The Commission notes that while Section 8.5(b) of the
Agreement provides for a cure period of 180 days, Chapter XVIII of
the BSE Rules, Section 6 provides for a cure period of only 15
calendar days.
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    In addition to the requirements for proposed rule changes relating
to direct

and indirect changes in control of BSX, section 4.3(c) of the Agreement
prohibits BSX Members from entering into voting trust agreements with
respect to their ownership interests in BSX.
(iv) Commission Jurisdiction Over Owners of BSX
    Pursuant to section 18.6(a), each Member of BSX, by becoming party
to the Agreement, would acknowledge that, to the extent that they are
related to BSX activities, the books, records, premises, officers,
directors, agents, and employees of the BSX Member will be deemed to be
the books, records, premises, officers, directors, agents, and
employees of BSE for the purpose of and subject to oversight pursuant
to the Act. Pursuant to section 18.6(b), BSX and its Members, by
becoming party to the Agreement, would agree that BSX's officers,
directors, agents, and employees, as well as the officers, directors,
agents and employees of BSX Members must irrevocably submit to the
jurisdiction of the U.S. Federal courts, the Commission, and BSE for
the purposes of any suit, action, or proceeding pursuant to the U.S.
Federal securities laws and the rules or regulations thereunder,
arising out of or relating to BSX activities or section 18.6(a). Also
as provided in section 18.6(b) of the Agreement, each Member, officer,
director, agent and employee of BSX, as well as the officers,
directors, agents, and employees of BSX Members would waive, and agree
not to assert by way of motion, as a defense or otherwise in any such
suit, action, or proceeding, any claim that they are not personally
subject to the jurisdiction of the Commission; that the suit, action or
proceeding is an inconvenient forum; that the venue of the suit,
action, or proceeding is improper; or that the subject matter of the
suit, action, or proceeding may not be enforced in or by such courts or
agency. Section 18.6(c) of the Agreement would require the BSE and each
other BSX Member to take such action as is necessary to ensure that
such Member's officers, directors, and employees consent to the
application of section 18.6 with respect to their BSX-related
activities.
d. Electronic Access Members
    As a second part of the proposed reorganization, the BSE is seeking
to permit a new type of member and membership, EAMs, which will allow
persons or firms to conduct business on the Exchange without having to
purchase seats. The Exchange would issue EAMs to persons or entities
that wish to engage in equity transactions on the Exchange. Those
seeking to become EAMs would need to satisfy all of the requirements
for membership on the Exchange, as set forth in the Exchange
Constitution and Rules, with the exception of purchasing a seat.
    These Electronic Access memberships would provide access to the
BeX, but would not confer the same rights and privileges as are
conferred by Exchange seats. Specifically, EAMs would be represented on
the BSE Board of Governors and on its various constitutional committees
in the same capacity and to the same extent as BSE Members and will
also have the right to vote in the same capacity as BSE Members, except
with respect to Exchange ownership matters--specifically those matters
related to mergers, consolidations, dissolution, liquidation, transfer,
or conversion of assets of the Exchange. For the purposes of the Act,
EAMs would be considered statutory Members of the BSE. There would be
no limit to the number of EAMs issued, provided that, in the
determination of the BSE Board of Governors, sufficient operational
capacity existed to grant additional EAMs.
    BSE seat holders would also have access to the BeX, and so would
not need to separately be approved as EAMs. Seat holders would also
retain ownership interests in the BSE and, by extension, in all BSE
facilities.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with section 6(b) of theAct,\18\ in general, and furthers the
objectives of section 6(b)(1),\19\ in particular, in that it is
designed to enforce compliance by the Exchange's members with the rules
and regulations of the Act and the rules of the Exchange; and section
6(b)(5),\20\ in particular, in that it is designed to facilitate
transactions in securities; to prevent fraudulent and manipulative acts
and practices; to promote just and equitable principles of trade; to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities; 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.
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    \18\ 15 U.S.C. 78f(b).
    \19\ 15 U.S.C. 78f(b)(1).
    \20\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change, as
amended, will impose any burden on competition not necessary or
appropriate in furtherance of the purposes of the Act.

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

    The Exchange has neither solicited nor received comments on the
proposed rule change, as amended.

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

    Within 35 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
    A. By order approve such proposed rule change, as amended; or
    B. Institute proceedings to determine whether the proposed rule
change, as amended, should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change, as amended, 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 e-mail to<EMAIL_ADDRESS>Please include

File Number SR-BSE-2006-20 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-BSE-2006-20. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
). Copies of the

submission, all subsequent amendments, all written statements with
respect to the proposed rule change that are filed with the Commission,
and all written communications relating to the proposed rule change
between the Commission and any person, other than those that may be
withheld from the public in accordance with the provisions of 5 U.S.C.
552, will be available for inspection and copying in the Commission's
Public Reference Room. Copies of such filing also will be available for
inspection and copying at the principal office of the Exchange. All
comments received will be posted without change, the Commission does
not edit personal identifying information from submission. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-BSE-20067-20 and should be
submitted on or before July 20, 2006.

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\21\
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    \21\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary
[FR Doc. 06-5793 Filed 6-28-06; 8:45 am]

BILLING CODE 8010-01-M


[Federal Register: August 17, 2009 (Volume 74, Number 157)]
[Notices]
[Page 41420]
[DOCID:fr17au09-60]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. 13403-000]

Clean River Power MR-4, LLC; Notice of Preliminary Permit
Application Accepted for Filing and Soliciting Comments, Motions To
Intervene, and Competing Applications

August 6, 2009.
    On March 25, 2009, Clean River Power MR-4, LLC filed an
application, pursuant to section 4(f) of the Federal Power Act,
proposing to study the feasibility of the Luke's Chute Lock and Dam
Water Power Project, to be located at the State of Ohio's Luke's Chute
Lock and Dam on the Muskingum River in Washington County, Ohio.
    The proposed Luke's Chute Lock and Dam Project would consist of:
(1) The existing 19.7-foot-high, 546-foot-long concrete dam; (2) the
existing 490-acre reservoir with a 3,345 acre-foot storage capacity;
(3) a new 150-foot-long, 120-foot-wide intake structure; (4) a 200-
foot-long, 120-foot-wide power canal; (5) a new powerhouse containing
three proposed generating units with a total installed capacity of 3.9
megawatts; (6) a new 150-foot-long tailrace; (7) a new switchyard
containing a single three-phase step-up transformer; and (8) a new
1,500-foot-long, 34.5-kilovolt overhead transmission line. The project
would have an estimated average annual generation of 15,600 megawatt-
hours.
    Applicant Contact: Mr. Alan Skelly, 8425 Beechmont Avenue,
Cincinnati, OH 45255, phone<PHONE_NUMBER>.
    FERC Contact: Michael Spencer,<PHONE_NUMBER>.
    Deadline for filing comments, motions to intervene, competing
applications (without notices of intent), or notices of intent to file
competing applications: 60 days from the issuance of this notice.
Comments, motions to intervene, notices of intent, and competing
applications may be filed electronically via the Internet. See 18 CFR
385.2001(a)(1)(iii) and the instructions on the Commission's Web site
under the ``e-Filing'' link. If unable to be filed electronically,
documents may be paper-filed. To paper-file, an original and eight
copies should be mailed to: Kimberly D. Bose, Secretary, Federal Energy
Regulatory Commission, 888 First Street, NE., Washington, DC 20426. For
more information on how to submit these types of filings please go to
the Commission's Web site located at http://www.ferc.gov/filing-
comments.asp. More information about this project can be viewed or
printed on the ``eLibrary'' link of Commission's Web site at http://
www.ferc.gov/docs-filing/elibrary.asp. Enter the docket number (P-
13403) in the docket number field to access the document. For
assistance, call toll-free 1-866-208-3372.

Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. E9-19611 Filed 8-14-09; 8:45 am]


[Federal Register Volume 79, Number 226 (Monday, November 24, 2014)]
[Notices]
[Pages 69894-69900]
[FR Doc No: 2014-27745]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. PA-52; File No. S7-11-14]

Privacy Act of 1974: Systems of Records

AGENCY: Securities and Exchange Commission.

ACTION: Notice to revise two existing systems of records.

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SUMMARY: In accordance with the requirements of the Privacy Act of
1974, as amended, 5 U.S.C. 552a, the Securities and Exchange Commission
(``Commission'' or ``SEC'') proposes to revise two existing systems of
records, ``Administrative Proceeding Files (SEC-36)'', last published
in the Federal Register Volume 62 FR 47884 (September 11, 1997) and
``Information Pertaining or Relevant to SEC Regulated Entities and
Their Activities'' (SEC-55), last published in the Federal Register
Volume 75 FR 35853 (June 23, 2010).

DATES: The proposed system will become effective January 5, 2015 unless
further notice is given. The Commission will publish a new notice if
the effective date is delayed to review comments or if changes are made
based on comments received. To be assured of consideration, comments
should be received on or before December 24, 2014.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/other.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number S7-11-14 on the subject line.

Paper Comments

    Send paper comments in triplicate to Brent J. Fields, Secretary,
U.S. Securities and Exchange Commission, 100 F Street NE., Washington,
DC 20549-1090. All submissions should refer to File Number S7-11-14.
This file number should be included on the subject line if email is
used. To help process and review your comments more efficiently, please
use only one method. The Commission will post all comments on the
Commission's Internet Web site (http://www.sec.gov/rules/other.shtml).
Comments are also available for Web site viewing and printing in the
Commission's Public Reference Room, 100 F Street NE., Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. All comments 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: Todd Scharf, Acting Chief Privacy
Officer, Office of Information Technology,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

    The Commission proposes to revise two existing systems of records,
``Administrative Proceeding Files (SEC-36),'' and ``Information
Pertaining or Relevant to SEC Regulated Entities and Their Activities
(SEC-55).''
    The Administrative Proceedings Files (SEC-36) records are used in
any proceeding where the federal securities laws are in issue or in
which the Commission, or past or present members of its staff, is a
party or otherwise involved in an official capacity. The SEC-36 system
of records contains records on individuals that are involved in
administrative proceedings before the SEC, including participants,
witnesses, attorneys, and SEC employees. Substantive changes to SEC-36
have been made to the following sections: (1) Categories of
Individuals, to clarify specific individuals covered in the records;
(2) Categories of Records, to add specific data elements collected on
individuals, to include, names, addresses, email addresses, telephone
numbers, and fax numbers; (3) Purpose, to state the purpose of the
system, which was omitted in the last publication; (4) Authority for
Maintenance of the System, to add additional regulatory authority
authorizing the collection of information; (5) Routine Uses, to clarify
categories of users in two routine uses located at numbers 2 and 13, to
delete one routine use previously located at number 2, and to expand by
seven routine uses located at numbers 1, 4, and 19-23; and (6) Storage,
to expand to include electronic media. Additional minor administrative
changes have been made to the Record Source Categories, Retrievability
and Safeguards sections, to clarify internal handling practices for the
records; and to the Notification, Access and Contesting Procedures
sections, to update the Commission's current address.
    The Information Pertaining or Relevant to SEC Regulated Entities
and Their Activities (SEC-55) records are used by SEC personnel in
connection with their official functions, including but not limited to,
conducting examinations for compliance with federal securities law,
investigating possible violations of federal securities laws, and other
matters relating to SEC regulatory and law enforcement functions.
Substantive changes to SEC-55 have been made to the following sections:
(1) Name, to clarify the type of records in the system; (2) Categories
of Individuals, to clarify the specific individuals covered in the
system of records; (3) Categories of Records, modified to include
specific data elements collected on individuals, name, address,
telephone number, and email address; and (4) Routine Uses, to expand by
one new routine use located at number 22. Additional minor
administrative changes have been made to the Safeguards section, to
clarify internal handling practices for the records; and to the System
Manager(s) and Address Section, to update the Commission's current
address.
    The Commission has submitted a report of the revised systems of
records to the appropriate Congressional Committees and to the Director
of the Office of Management and Budget (``OMB'') as required by 5
U.S.C. 552a(r) (Privacy Act of 1974) and guidelines issued by OMB on
December 12, 2000 (65 FR 77677).
    Accordingly, the Commission is proposing to revise two existing
systems of records to read as follows:
SEC-36

SYSTEM NAME:
    Administrative Proceeding Files.

SYSTEM LOCATION:
    Securities and Exchange Commission, 100 F Street NE., Washington,
DC 20549.

CATEGORIES OF INDIVIDUALS COVERED BY THE SYSTEM:
    Records are maintained on all individuals that are involved in
administrative proceedings before the SEC, including, participants,
witnesses, attorneys, SEC employees, contractors, students, interns,
volunteers, affiliates, and others working on behalf of the SEC.

CATEGORIES OF RECORDS IN THE SYSTEM:
    Records may include the names, addresses, email addresses,
telephone numbers, and fax numbers of individuals named as
participants; witnesses; attorneys; SEC employees and others working on
behalf of the SEC. Additionally, records include orders for
proceedings, answers, motions, responses, orders, offers of settlement
and other pleadings, transcripts of all hearings and documents
introduced as evidence therein; other relevant documents; and
correspondence relating to proceedings.

PURPOSE(S):
    The records in this system may be utilized in any proceeding where
the Federal securities laws are in issue or in which the Commission or
past or present members of its staff is a party or otherwise involved
in an official capacity.

AUTHORITY FOR MAINTENANCE OF THE SYSTEM:
    15 U.S.C. 77h(e), 77u, 78v, 78o(b), 80a-40, and 80b-12; the
Commission's Rules of Practice, 17 CFR 201.100-900 and the Commission's
Rules of Fair Fund and Disgorgement Plans, 17 CFR 201.1100-1106.

ROUTINE USES OF RECORDS MAINTAINED IN THE SYSTEM, INCLUDING CATEGORIES
OF USERS AND THE PURPOSES OF SUCH USES:
    In addition to those disclosures generally permitted under 5 U.S.C.
552a(b) of the Privacy Act, these records or information contained
therein may specifically be disclosed outside the Commission as a
routine use pursuant to 5 U.S.C. 552 a(b)(3) as follows:
    1. To appropriate agencies, entities, and persons when (a) it is
suspected or confirmed that the security or confidentiality of
information in the system of records has been compromised; (b) the SEC
has determined that, as a result of the suspected or confirmed
compromise, there is a risk of harm to economic or property interests,
identity theft or fraud, or harm to the security or integrity of this
system or other systems or programs (whether maintained by the SEC or
another agency or entity) that rely upon the compromised information;
and (c) the disclosure made to such agencies, entities, and persons is
reasonably necessary to assist in connection with the SEC's efforts to
respond to the suspected or confirmed compromise and prevent, minimize,
or remedy such harm.
    2. To other federal, state, local, or foreign law enforcement
agencies; securities self-regulatory organizations; and foreign
financial regulatory authorities to assist in or coordinate regulatory
or law enforcement activities with the SEC.
    3. To national securities exchanges and national securities
associations that are registered with the SEC, the Municipal Securities
Rulemaking Board; the Securities Investor Protection Corporation; the
Public Company Accounting Oversight Board; the federal banking
authorities, including, but not limited to, the Board of Governors of
the Federal Reserve System, the Comptroller of the Currency, and the
Federal Deposit Insurance Corporation; state securities regulatory
agencies or organizations; or regulatory authorities of a foreign
government in connection with their regulatory or enforcement
responsibilities.
    4. By SEC personnel for purposes of investigating possible
violations of, or to conduct investigations authorized by, the federal
securities laws.

    5. In any proceeding where the federal securities laws are in issue
or in which the Commission, or past or present members of its staff, is
a party or otherwise involved in an official capacity.
    6. In connection with proceedings by the Commission pursuant to
Rule 102(e) of its Rules of Practice, 17 CFR 201.102(e).
    7. To a bar association, state accountancy board, or other federal,
state, local, or foreign licensing or oversight authority; or
professional association or self-regulatory authority to the extent
that it performs similar functions (including the Public Company
Accounting Oversight Board) for investigations or possible disciplinary
action.
    8. To a federal, state, local, tribal, foreign, or international
agency, if necessary to obtain information relevant to the SEC's
decision concerning the hiring or retention of an employee; the
issuance of a security clearance; the letting of a contract; or the
issuance of a license, grant, or other benefit.
    9. To a federal, state, local, tribal, foreign, or international
agency in response to its request for information concerning the hiring
or retention of an employee; the issuance of a security clearance; the
reporting of an investigation of an employee; the letting of a
contract; or the issuance of a license, grant, or other benefit by the
requesting agency, to the extent that the information is relevant and
necessary to the requesting agency's decision on the matter.
    10. To produce summary descriptive statistics and analytical
studies, as a data source for management information, in support of the
function for which the records are collected and maintained or for
related personnel management functions or manpower studies; may also be
used to respond to general requests for statistical information
(without personal identification of individuals) under the Freedom of
Information Act.
    11. To any trustee, receiver, master, special counsel, or other
individual or entity that is appointed by a court of competent
jurisdiction, or as a result of an agreement between the parties in
connection with litigation or administrative proceedings involving
allegations of violations of the federal securities laws (as defined in
section 3(a)(47) of the Securities Exchange Act of 1934, 15 U.S.C.
78c(a)(47)) or pursuant to the Commission's Rules of Practice, 17 CFR
201.100-900 or the Commission's Rules of Fair Fund and Disgorgement
Plans, 17 CFR 201.1100-1106, or otherwise, where such trustee,
receiver, master, special counsel, or other individual or entity is
specifically designated to perform particular functions with respect
to, or as a result of, the pending action or proceeding or in
connection with the administration and enforcement by the Commission of
the federal securities laws or the Commission's Rules of Practice or
the Rules of Fair Fund and Disgorgement Plans.
    12. To any persons during the course of any inquiry, examination,
or investigation conducted by the SEC's staff, or in connection with
civil litigation, if the staff has reason to believe that the person to
whom the record is disclosed may have further information about the
matters related therein, and those matters appeared to be relevant at
the time to the subject matter of the inquiry.
    13. To interns, grantees, experts, contractors, and others who have
been engaged by the Commission to assist in the performance of a
service related to this system of records and who need access to the
records for the purpose of assisting the Commission in the efficient
administration of its programs, including by performing clerical,
stenographic, or data analysis functions, or by reproduction of records
by electronic or other means. Recipients of these records shall be
required to comply with the requirements of the Privacy Act of 1974, as
amended, 5 U.S.C. 552a.
    14. In reports published by the Commission pursuant to authority
granted in the federal securities laws (as such term is defined in
section 3(a)(47) of the Securities Exchange Act of 1934, 15 U.S.C.
78c(a)(47)), which authority shall include, but not be limited to,
section 21(a) of the Securities Exchange Act of 1934, 15 U.S.C.
78u(a)).
    15. To members of advisory committees that are created by the
Commission or by Congress to render advice and recommendations to the
Commission or to Congress, to be used solely in connection with their
official designated functions.
    16. To any person who is or has agreed to be subject to the
Commission's Rules of Conduct, 17 CFR 200.735-1 to 200.735-18, and who
assists in the investigation by the Commission of possible violations
of the federal securities laws (as such term is defined in section
3(a)(47) of the Securities Exchange Act of 1934, 15 U.S.C. 78c(a)(47)),
in the preparation or conduct of enforcement actions brought by the
Commission for such violations, or otherwise in connection with the
Commission's enforcement or regulatory functions under the federal
securities laws.
    17. To a Congressional office from the record of an individual in
response to an inquiry from the Congressional office made at the
request of that individual.
    18. To members of Congress, the press and the public in response to
inquiries relating to particular Registrants and their activities, and
other matters under the Commission's jurisdiction. In matters involving
public proceedings, most of the records are available to the public.
    19. To prepare and publish information relating to violations of
the federal securities laws as provided in 15 U.S.C. 78c(a)(47), as
amended.
    20. To respond to subpoenas in any litigation or other proceeding.
    21. To a trustee in bankruptcy.
    22. To members of Congress, the General Accountability Office, or
others charged with monitoring the work of the Commission or conducting
records management inspections.
    23. To any governmental agency, governmental or private collection
agent, consumer reporting agency or commercial reporting agency,
governmental or private employer of a debtor, or any other person, for
collection, including collection by administrative offset, federal
salary offset, tax refund offset, or administrative wage garnishment,
of amounts owed as a result of Commission civil or administrative
proceedings.

POLICIES AND PRACTICES FOR STORING, RETRIEVING, ACCESSING, RETAINING,
AND DISPOSING OF RECORDS IN THE SYSTEM:
STORAGE:
    Records are maintained in electronic and paper format. Electronic
records are stored in computerized databases and/or electronic storage
devices. Paper records and records on electronic storage devices may be
stored in locked file rooms and/or file cabinets and/or secured
buildings.

RETRIEVABILITY:
    Records are retrievable by party name, case name and/or commission
file number through searchable databases. In some instances records may
be retrieved by email address.

SAFEGUARDS:
    Access to SEC facilities, data centers, and information or
information systems is limited to authorized personnel with official
duties requiring access. SEC facilities are equipped with security
cameras and 24-hour security guard service. The records are kept in
limited access areas during duty hours and

secured areas at all other times. Computerized records are safeguarded
in secured, encrypted environment. Security protocols meet the
promulgating guidance as established by the National Institute of
Standards and Technology (NIST) Security Standards from Access Control
to Data Encryption, and Security Assessment & Authorization (SA&A).
Records will be maintained in a secure, password-protected electronic
system that will utilize commensurate safeguards that may include:
Firewalls, intrusion detection and prevention systems, and role-based
access controls. Additional safeguards will vary by program. All
records are protected from unauthorized access through appropriate
administrative, operational, and technical safeguards. These safeguards
include: Restricting access to authorized personnel who have a ``need
to know''; using locks; and password protection identification
features. Contractors and other recipients providing services to the
Commission shall be required to maintain equivalent safeguards.

RETENTION AND DISPOSAL:
    These records will be maintained until they become inactive, at
which time they will be retired or destroyed in accordance with records
schedules of the United States Securities and Exchange Commission and
as approved by the National Archives and Records Administration

SYSTEM MANAGER(S) AND ADDRESS:
    Secretary, Office of the Secretary, Securities and Exchange
Commission, 100 F Street NE., Washington, DC 20549-1091.

NOTIFICATION PROCEDURE:
    All requests to determine whether this system of records contains a
record pertaining to the requesting individual may be directed to the
FOIA/PA Officer, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-2736.

RECORD ACCESS PROCEDURES:
    Persons wishing to obtain information on the procedures for gaining
access to or contesting the contents of these records may contact the
FOIA/PA Officer, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-2736.

CONTESTING RECORD PROCEDURES:
    See Record access procedures above.

RECORD SOURCE CATEGORIES:
    Records are obtained from any person named as a respondent in an
order instituting proceedings, any applicant named in the caption of
any order, persons entitled to notice in any proceeding, any person
seeking Commission review of a decision, any person representing a
party in a proceeding and/or SEC personnel from a division or office
assigned primary responsibility by the Commission to participate in a
particular proceeding. Additionally, information may be obtained from
any papers filed with the Commission in connection with a proceeding
and internal Commission files.

EXEMPTIONS CLAIMED FOR THE SYSTEM:
    None.
SEC-55

SYSTEM NAME:
    Information Pertaining or Relevant to SEC Regulated Entities and
Their Activities.

SYSTEM LOCATION:
    Securities and Exchange Commission, 100 F Street NE., Washington,
DC 20549. Records also are maintained in the SEC Regional Offices.

CATEGORIES OF INDIVIDUALS COVERED BY THE SYSTEM:
    Records concern individuals associated with entities or persons
that are regulated by the SEC to include broker-dealers, investment
advisers, investment companies, self-regulatory organizations, clearing
agencies, nationally recognized statistical rating organizations,
transfer agents, municipal securities dealers, municipal advisors,
security-based swap dealers, security-based swap data repositories,
major security-based swap participants, security-based swap execution
facilities, and funding portals (individually, a ``Regulated Entity;''
collectively, ``Regulated Entities''). Records may also concern
persons, directly or indirectly, with whom Regulated Entities or their
affiliates have client relations or business arrangements.

CATEGORIES OF RECORDS IN THE SYSTEM:
    Records may contain Regulated Entities' and their associated
persons' names, addresses, telephone numbers and email addresses.
Additionally, there may be information relating to the business
activities and transactions of Regulated Entities and their associated
persons, as well as their compliance with provisions of the federal
securities laws and with other applicable rules.

AUTHORITY FOR MAINTENANCE OF THE SYSTEM:
    15 U.S.C. 78a et seq., 80a-1 et seq., and 80b-1 et seq.

PURPOSE(S):
    1. For use by authorized SEC personnel in connection with their
official functions including, but not limited to, conducting
examinations for compliance with federal securities laws,
investigations into possible violations of the federal securities laws,
and other matters relating to the SEC's regulatory and law enforcement
functions.
    2. To maintain continuity within the SEC as to each Regulated
Entity and to provide SEC staff with the background and results of
earlier examinations of Regulated Entities, as well as an insight into
current industry practices or possible regulatory compliance issues.
    3. To conduct lawful relational searches or analysis or filtering
of data in matters relating to the SEC's examination, regulatory or law
enforcement functions.

ROUTINE USES OF RECORDS MAINTAINED IN THE SYSTEM, INCLUDING CATEGORIES
OF USERS AND THE PURPOSES OF SUCH USES:
    In addition to those disclosures generally permitted under 5 U.S.C.
552a(b) of the Privacy Act, these records or information contained
therein may specifically be disclosed outside the Commission as a
routine use pursuant to 5 U.S.C. 552a(b)(3) as follows:
    1. To appropriate agencies, entities, and persons when (a) it is
suspected or confirmed that the security or confidentiality of
information in the system of records has been compromised; (b) the SEC
has determined that, as a result of the suspected or confirmed
compromise, there is a risk of harm to economic or property interests,
identity theft or fraud, or harm to the security or integrity of this
system or other systems or programs (whether maintained by the SEC or
another agency or entity) that rely upon the compromised information;
and (c) the disclosure made to such agencies, entities, and persons is
reasonably necessary to assist in connection with the SEC's efforts to
respond to the suspected or confirmed compromise and prevent, minimize,
or remedy such harm.
    2. To other federal, state, local, or foreign law enforcement
agencies; securities self-regulatory organizations; and foreign
financial regulatory authorities to assist in or coordinate regulatory
or law enforcement activities with the SEC.
    3. To national securities exchanges and national securities
associations that are registered with the SEC, the Municipal Securities
Rulemaking Board; the Securities Investor Protection Corporation; the
Public Company Accounting Oversight Board; the federal

banking authorities, including, but not limited to, the Board of
Governors of the Federal Reserve System, the Comptroller of the
Currency, and the Federal Deposit Insurance Corporation; state
securities regulatory agencies or organizations; or regulatory
authorities of a foreign government in connection with their regulatory
or enforcement responsibilities.
    4. By SEC personnel for purposes of investigating possible
violations of, or to conduct investigations authorized by, the federal
securities laws.
    5. In any proceeding where the federal securities laws are in issue
or in which the Commission, or past or present members of its staff, is
a party or otherwise involved in an official capacity.
    6. In connection with proceedings by the Commission pursuant to
Rule 102(e) of its Rules of Practice, 17 CFR 201.102(e).
    7. To a bar association, state accountancy board, or other federal,
state, local, or foreign licensing or oversight authority; or
professional association or self-regulatory authority to the extent
that it performs similar functions (including the Public Company
Accounting Oversight Board) for investigations or possible disciplinary
action.
    8. To a federal, state, local, tribal, foreign, or international
agency, if necessary to obtain information relevant to the SEC's
decision concerning the hiring or retention of an employee; the
issuance of a security clearance; the letting of a contract; or the
issuance of a license, grant, or other benefit.
    9. To a federal, state, local, tribal, foreign, or international
agency in response to its request for information concerning the hiring
or retention of an employee; the issuance of a security clearance; the
reporting of an investigation of an employee; the letting of a
contract; or the issuance of a license, grant, or other benefit by the
requesting agency, to the extent that the information is relevant and
necessary to the requesting agency's decision on the matter.
    10. To produce summary descriptive statistics and analytical
studies, as a data source for management information, in support of the
function for which the records are collected and maintained or for
related personnel management functions or manpower studies; may also be
used to respond to general requests for statistical information
(without personal identification of individuals) under the Freedom of
Information Act.
    11. To any trustee, receiver, master, special counsel, or other
individual or entity that is appointed by a court of competent
jurisdiction, or as a result of an agreement between the parties in
connection with litigation or administrative proceedings involving
allegations of violations of the federal securities laws (as defined in
section 3(a)(47) of the Securities Exchange Act of 1934, 15 U.S.C.
78c(a)(47)) or pursuant to the Commission's Rules of Practice, 17 CFR
201.100-900 or the Commission's Rules of Fair Fund and Disgorgement
Plans, 17 CFR 201.1100-1106, or otherwise, where such trustee,
receiver, master, special counsel, or other individual or entity is
specifically designated to perform particular functions with respect
to, or as a result of, the pending action or proceeding or in
connection with the administration and enforcement by the Commission of
the federal securities laws or the Commission's Rules of Practice or
the Rules of Fair Fund and Disgorgement Plans.
    12. To any persons during the course of any inquiry, examination,
or investigation conducted by the SEC's staff, or in connection with
civil litigation, if the staff has reason to believe that the person to
whom the record is disclosed may have further information about the
matters related therein, and those matters appeared to be relevant at
the time to the subject matter of the inquiry.
    13. To interns, grantees, experts, contractors, and others who have
been engaged by the Commission to assist in the performance of a
service related to this system of records and who need access to the
records for the purpose of assisting the Commission in the efficient
administration of its programs, including by performing clerical,
stenographic, or data analysis functions, or by reproduction of records
by electronic or other means. Recipients of these records shall be
required to comply with the requirements of the Privacy Act of 1974, as
amended, 5 U.S.C. 552a.
    14. In reports published by the Commission pursuant to authority
granted in the federal securities laws (as such term is defined in
section 3(a)(47) of the Securities Exchange Act of 1934, 15 U.S.C.
78c(a)(47)), which authority shall include, but not be limited to,
section 21(a) of the Securities Exchange Act of 1934, 15 U.S.C.
78u(a)).
    15. To members of advisory committees that are created by the
Commission or by Congress to render advice and recommendations to the
Commission or to Congress, to be used solely in connection with their
official designated functions.
    16. To any person who is or has agreed to be subject to the
Commission's Rules of Conduct, 17 CFR 200.735-1 to 200.735-18, and who
assists in the investigation by the Commission of possible violations
of the federal securities laws (as such term is defined in section
3(a)(47) of the Securities Exchange Act of 1934, 15 U.S.C. 78c(a)(47)),
in the preparation or conduct of enforcement actions brought by the
Commission for such violations, or otherwise in connection with the
Commission's enforcement or regulatory functions under the federal
securities laws.
    17. To a Congressional office from the record of an individual in
response to an inquiry from the Congressional office made at the
request of that individual.
    18. To members of Congress, the press, and the public in response
to inquiries relating to particular Registrants and their activities,
and other matters under the Commission's jurisdiction.
    19. To prepare and publish information relating to violations of
the federal securities laws as provided in 15 U.S.C. 78c(a)(47), as
amended.
    20. To respond to subpoenas in any litigation or other proceeding.
    21. To a trustee in bankruptcy.
    22. To any governmental agency, governmental or private collection
agent, consumer reporting agency or commercial reporting agency,
governmental or private employer of a debtor, or any other person, for
collection, including collection by administrative offset, federal
salary offset, tax refund offset, or administrative wage garnishment,
of amounts owed as a result of Commission civil or administrative
proceedings.
    23. To members of Congress, the Government Accountability Office,
or others charged with monitoring the work of the Commission or
conducting records management inspections.

POLICIES AND PRACTICES FOR STORING, RETRIEVING, ACCESSING, RETAINING,
AND DISPOSING OF RECORDS IN THE SYSTEM:
STORAGE:
    Records are maintained in electronic and paper format. Electronic
records are stored in computerized databases and/or electronic storage
devices. Paper records and records on electronic storage devices may be
stored in locked file rooms and/or file cabinets and/or secured
buildings.

RETRIEVABILITY:
    Information is indexed by name of the Regulated Entity or by
certain SEC identification numbers. Information

regarding individuals may be obtained through the use of cross-
reference methodology or some form of personal identifier. Access for
inquiry purposes is via a computer terminal.

SAFEGUARDS:
    Access to SEC facilities, data centers, and information or
information systems is limited to authorized personnel with official
duties requiring access. SEC facilities are equipped with security
cameras and 24-hour security guard service. The records are kept in
limited access areas during duty hours and secured areas at all other
times. Computerized records are safeguarded in secured, encrypted
environment. Security protocols meet the promulgating guidance as
established by the National Institute of Standards and Technology
(NIST) Security Standards from Access Control to Data Encryption, and
Security Assessment & Authorization (SA&A). Records will be maintained
in a secure, password-protected electronic system that will utilize
commensurate safeguards that may include: firewalls, intrusion
detection and prevention systems, and role-based access controls.
Additional safeguards will vary by program. All records are protected
from unauthorized access through appropriate administrative,
operational, and technical safeguards. These safeguards include:
restricting access to authorized personnel who have a ``need to know'';
using locks; and password protection identification features.
Contractors and other recipients providing services to the Commission
shall be required to maintain equivalent safeguards.

RETENTION AND DISPOSAL:
    These records will be maintained until they become inactive, at
which time they will be retired or destroyed in accordance with records
schedules of the United States Securities and Exchange Commission and
as approved by the National Archives and Records Administration.

SYSTEM MANAGER(S) AND ADDRESS:
    Chief Information Officer, Office of Information Technology,
Securities and Exchange Commission, 100 F Street NE., Washington, DC
20549-4949.

NOTIFICATION PROCEDURE:
    All requests to determine whether this system of records contains a
record pertaining to the requesting individual may be directed to the
FOIA/PA Officer, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-2736.

RECORD ACCESS PROCEDURES:
    Persons wishing to obtain information on the procedures for gaining
access to or contesting the contents of these records may contact the
FOIA/PA Officer, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-2736.

CONTESTING RECORD PROCEDURES:
    See Record Access Procedures above.

RECORD SOURCE CATEGORIES:
    Record sources include filings made by Regulated Entities;
information obtained through examinations or investigations of
Regulated Entities and their activities; information contained in SEC
correspondence with Regulated Entities; information received from other
federal, state, local, foreign or other regulatory organizations or law
enforcement agencies; complaint information received by the SEC via
letters, telephone calls, emails or any other form of communication;
and data obtained from third-party sources.

EXEMPTIONS CLAIMED FOR THE SYSTEM:
    None.

    By the Commission.
    Dated: November 19, 2014.
 Brent J. Fields,
Secretary.

Report Of Notice To Revise A System Of Records

    System Name: Administrative Proceeding Files (SEC-36).
    Introduction: In accordance with the requirements of the Privacy
Act of 1974, 5 U.S.C. 552a, the Securities and Exchange Commission
(``Commission'' or ``SEC'') proposes to revise the system of records
titled ``Administrative Proceeding Files (SEC-36).'' Administrative
Proceeding Files (SEC-36) records are used by SEC personnel in
connection with any proceeding where the federal securities laws are in
issue or in which the Commission or past or present members of its
staff is a party or otherwise involved in an official capacity.
Substantive changes to SEC-36 have been made to the following sections:
(1) Categories of Individuals, to clarify specific individuals covered
in the records; (2) Categories of Records, to add specific data
elements collected on individuals, to include, names, addresses, email
addresses, telephone numbers, and fax numbers; (3) Purpose, to state
the purpose of the system, which was omitted in the last publication;
(4) Authority for Maintenance of the System, to add additional
regulatory authority authorizing the collection of information; (5)
Routine Uses, to clarify categories of users in two routines uses
located at numbers 2 and 13, to delete one routine use previously
located at number 2, and to expand by seven routine uses located at
numbers 1, 4, and 19-23; and (6) Storage, to expand to include
electronic media. Additional minor administrative changes have been
made to the Record Source Categories, Retrievability and Safeguards
sections, to clarify internal handling practices for the records; and
to the Notification, Access and Contesting Procedures sections, to
update the Commission's current address.
    Purpose: The records are used in any proceeding where the federal
securities laws are in issue or in which the Commission, or past or
present members of its staff is a party or otherwise involved in an
official capacity.
    Authority: 15 U.S.C. 77h(e), 77u, 78v, 78o(b), 80a-40, and 80b-12;
the Commission's Rules of Practice, 17 CFR 201.100-900 and the
Commission's Rules of Fair Fund and Disgorgement Plans, 17 CFR
201.1100-1106.
    Probable effect on individual privacy or other rights: The records
in this system may reveal personal information about individuals. We
will disclose information under the routine uses only as necessary to
accomplish the stated purpose. We do not anticipate that the routine
use disclosures will have an unwarranted adverse effect on the rights
of the individuals to whom the records pertain.
    Security provided for this system: Access to SEC facilities, data
centers, and information or information systems is limited to
authorized personnel with official duties requiring access. SEC
facilities are equipped with security cameras and 24-hour security
guard service. The records are kept in limited access areas during duty
hours and secured areas at all other times. Computerized records are
safeguarded in secured, encrypted environment. Security protocols meet
the promulgating guidance as established by the National Institute of
Standards and Technology (NIST) Security Standards from Access Control
to Data Encryption, and Security Assessment & Authorization (SA&A).
Records will be maintained in a secure, password-protected electronic
system that will utilize commensurate safeguards that may include:
firewalls, intrusion detection and prevention systems, and role-based
access controls. Additional safeguards will vary by program. All
records are protected from unauthorized access through appropriate
administrative, operational, and technical safeguards. These safeguards

include: restricting access to authorized personnel who have a ``need
to know''; using locks; and password protection identification
features. Contractors and other recipients providing services to the
Commission shall be required to maintain equivalent safeguards.
    Compatibility of routine uses: The Privacy Act (5 U.S.C. 552a(a)(7)
and (b)(3)) and SEC disclosure regulation (17 CFR 200, Subpart H)
permit disclosure of information under a published routine use for a
purpose that is compatible with the purpose for which the information
was collected. The routine uses are appropriate and meet the relevant
statutory and regulatory criteria; are compatible with the purposes of
this system; and will ensure efficient administration of the records
contained in the system.
    OMB Requirements: A report of this revised system of records must
be transmitted to OMB.
    OPM Requirements: None.

Report Of Notice To Revise A System Of Records

    System Name: Information Pertaining or Relevant to SEC Regulated
Entities and Their Activities (SEC-55).
    Introduction: In accordance with the requirements of the Privacy
Act of 1974, 5 U.S.C. 552a, the Securities and Exchange Commission
(``Commission'' or ``SEC'') proposes to revise the system of records
titled ``Information Pertaining or Relevant to SEC Regulated Entities
and Their Activities (SEC-55). The Information Pertaining or Relevant
to SEC Regulated Entities and Their Activities (SEC-55) records are
used by SEC personnel in connection with their official functions,
including but not limited to, conducting examinations for compliance
with federal securities law, investigating possible violations of
federal securities laws, and other matters relating to SEC regulatory
and law enforcement functions. Substantive changes to SEC-55 have been
made to the following sections: (1) Name, to clarify the type of
records in the system; (2) Categories of Individuals, to clarify the
specific individuals covered in the system of records; (3) Categories
of Records, modified to include specific data elements collected on
individuals, name, address, telephone number, and email address; and
(4) Routine Uses, to expand by one new routine use located at number
22. Additional minor administrative changes have been made to the
Safeguards section, to clarify internal handling practices for the
records; and to the System Manager(s) and Address Section, to update
the Commission's current address.
    Purpose: The records are used by SEC personnel in connection with
their official functions including but not limited to, conducting
examinations for compliance with federal securities law, investigating
possible violations of federal securities laws, and other matters
relating to SEC regulatory and law enforcement functions.
    Authority: 15 U.S.C. 78a et seq., 80a-1 et seq., and 80b-1 et seq.
    Probable effect on individual privacy or other rights: The records
in this system may reveal personal information about individuals. We
will disclose information under the routine uses only as necessary to
accomplish the stated purpose. We do not anticipate that the routine
use disclosures will have an unwarranted adverse effect on the rights
of the individuals to whom the records pertain.
    Security provided for this system: Access to SEC facilities, data
centers, and information or information systems is limited to
authorized personnel with official duties requiring access. SEC
facilities are equipped with security cameras and 24-hour security
guard service. The records are kept in limited access areas during duty
hours and secured areas at all other times. Computerized records are
safeguarded in secured, encrypted environment. Security protocols meet
the promulgating guidance as established by the National Institute of
Standards and Technology (NIST) Security Standards from Access Control
to Data Encryption, and Security Assessment & Authorization (SA&A).
Records will be maintained in a secure, password-protected electronic
system that will utilize commensurate safeguards that may include:
firewalls, intrusion detection and prevention systems, and role-based
access controls. Additional safeguards will vary by program. All
records are protected from unauthorized access through appropriate
administrative, operational, and technical safeguards. These safeguards
include: restricting access to authorized personnel who have a ``need
to know''; using locks; and password protection identification
features. Contractors and other recipients providing services to the
Commission shall be required to maintain equivalent safeguards.
    Compatibility of routine uses: The Privacy Act (5 U.S.C. 552a(a)(7)
and (b)(3)) and SEC disclosure regulation (17 CFR 200, Subpart H)
permit disclosure of information under a published routine use for a
purpose that is compatible with the purpose for which the information
was collected. The routine uses are appropriate and meet the relevant
statutory and regulatory criteria; are compatible with the purposes of
this system; and will ensure efficient administration of the records
contained in the system.
    OMB Requirements: A report of this revised system of records must
be transmitted to OMB.
    OPM Requirements: None.

[FR Doc. 2014-27745 Filed 11-21-14; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 82, Number 243 (Wednesday, December 20, 2017)]
[Rules and Regulations]
[Pages 60315-60316]
[FR Doc No: 2017-27386]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 117

[Docket No. USCG-2017-1074]

Drawbridge Operation Regulation; San Leandro Bay, Between Alameda
and Bay Farm Island, CA

AGENCY: Coast Guard, DHS.

ACTION: Notice of deviation from drawbridge regulation.

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

SUMMARY: The Coast Guard has issued a temporary deviation from the
operating schedule that governs the California Department of
Transportation Highway and Bicycle drawbridges across San Leandro Bay,
mile 0.0 and mile 0.1, between Alameda and Bay Farm Island, CA. The
deviation is necessary to allow the bridge owner to perform major
rehabilitation and maintenance. This deviation allows the bridges to
remain

in the closed-to-navigation position during the deviation period.

DATES: This deviation is effective from 6 a.m. on January 2, 2018
through 6 p.m. on May 27, 2018.

ADDRESSES: The docket for this deviation, USCG-2017-1074, is available
at http://www.regulations.gov. Type the docket number in the ``SEARCH''
box and click ``SEARCH.'' Click on Open Docket Folder on the line
associated with this deviation.

FOR FURTHER INFORMATION CONTACT: If you have questions on this
temporary deviation, call or email Carl T. Hausner, Chief, Bridge
Section, Eleventh Coast Guard District; telephone<PHONE_NUMBER>; email
[email protected].

SUPPLEMENTARY INFORMATION: The California Department of Transportation
has requested a temporary change to the operation of the Highway and
Bicycle drawbridges over San Leandro Bay, mile 0.0 and mile 0.1,
between Alameda and Bay Farm Island, CA. The highway drawbridge
navigation span provides a vertical clearance of 20 feet above Mean
High Water in the closed-to-navigation position. The bicycle drawbridge
navigation span provides a vertical clearance of 26 feet above Mean
High Water in the closed-to-navigation position. The draws operate as
required by 33 CFR 117.193. Navigation on the waterway is commercial
and recreational.
    The drawspans will be secured in the closed-to-navigation position
from 6 a.m. on January 2, 2018 through 6 p.m. on May 27, 2018 to allow
the bridge owner to perform major rehabilitation and maintenance work,
including repainting the structural steel of the highway drawbridge. A
temporary platform will be installed beneath the drawspan of the
highway drawbridge, reducing the vertical clearance by 3 feet. This
temporary deviation has been coordinated with the waterway users. No
objections to the proposed temporary deviation were raised.
    Vessels able to pass through the bridges in the closed position may
do so at anytime. If necessary, the draws can open on signal if at
least 30 days notice is given to the bridge owner. Oakland Inner Harbor
Tidal Canal can be used an alternate route for vessels unable to pass
through the bridges in the closed position. The Coast Guard will also
inform the users of the waterway through our Local and Broadcast
Notices to Mariners of the change in operating schedule for the bridges
so that vessel operators can arrange their transits to minimize any
impact caused by the temporary deviation.
    In accordance with 33 CFR 117.35(e), both drawbridges must return
to their regular operating schedule immediately at the end of the
effective period of this temporary deviation. This deviation from the
operating regulations is authorized under 33 CFR 117.35.

    Dated: December 14, 2017.
Carl T. Hausner,
District Bridge Chief, Eleventh Coast Guard District.
[FR Doc. 2017-27386 Filed 12-19-17; 8:45 am]
 BILLING CODE 9110-04-P


[Federal Register: November 17, 2009 (Volume 74, Number 220)]
[Notices]
[Page 59148-59149]
[DOCID:fr17no09-39]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. DI10-2-000]

Grouse Creek Ranch; Notice of Declaration of Intention and
Soliciting Comments, Protests, and/or Motions To Intervene

November 10, 2009.
    Take notice that the following application has been filed with the
Commission and is available for public inspection:
    a. Application Type: Declaration of Intention.
    b. Docket No: DI10-2-000.
    c. Date Filed: October 28, 2009.
    d. Applicant: Grouse Creek Ranch.
    e. Name of Project: Grouse Creek Ranch Hydroelectric Project.
    f. Location: The proposed Grouse Creek Ranch Hydroelectric Project
will be located on an irrigation conduit that uses water from the
Imnaha River, near the town of Imnaha in Wallowa County, Oregon,
affecting T. 2 S, R. 48 E, Willamette Meridian.
    g. Filed Pursuant to: section 23(b)(1) of the Federal Power Act, 16
U.S.C. 817(b).
    h. Applicant Contact: Ben Henson, Renewable Energy Solutions LLC,
P.O. Box 156, Enterprise OR 97842; telephone:<PHONE_NUMBER>; e-mail:
Docket No<EMAIL_ADDRESS>    i. FERC Contact: Any questions on this notice should be addressed
to Henry Ecton,<PHONE_NUMBER>, or e-mail address:
<EMAIL_ADDRESS>    j. Deadline for filing comments, protests, and/or motions: December
11, 2009.
    Comments, Motions to Intervene, and Protests may be filed
electronically via the Internet. See 18 CFR 385.2001(a)(l)(iii) and the
instructions on the Commission's Web site under the ``eFiling'' link.
If unable to be filed electronically, documents may be paper-filed. To
paper-file, an original and eight copies should be mailed to: Kimberly
D. Bose, Secretary, Federal Energy Regulatory Commission, 888 First
Street, NE., Washington, DC 20426. For more information on how to
submit these types of filings, please go to the Commission's Web site
located at http://www.ferc.gov/filing-comments.asp.
    Please include the docket number (DI10-2-000) on any comments,
protests, and/or motions filed.
    k. Description of Project: The proposed Grouse Creek Ranch
Hydropower Project will include: (1) A 15-inch diameter, 3-mile-long
pvc pipe, conveying water from the Imnaha River for irrigation
purposes; (2) a 7-kW Pelton Wheel turbine/generator; (3) a tailrace
discharging into the existing irrigation conduit which returns the
water to the Imnaha River; and (4) appurtenant facilities. The proposed
project will be connected to an interstate grid.
    When a Declaration of Intention is filed with the Federal Energy
Regulatory Commission, the Federal Power Act requires the Commission to
investigate and determine if the interests of interstate or foreign
commerce would be affected by the project. The Commission also
determines whether or not the project: (1) Would be located on a
navigable waterway; (2) would occupy or affect public lands or
reservations of the United States; (3) would utilize surplus water or
water power from a government dam; or (4) if applicable, has involved
or would involve any construction subsequent to 1935 that may have
increased or would increase the project's head or generating capacity,
or have otherwise significantly modified the project's pre-1935 design
or operation.
    l. Locations of the Application: Copies of this filing are on file
with the Commission and are available for public inspection. This
filing may be viewed on the Web at http://www.ferc.gov using the
``eLibrary'' link. Enter the Docket number excluding the last three
digits in the docket number field to access the document. You may also
register online at http://www.ferc.gov/docs-filing/esubscription.asp to
be notified via e-mail of new filings and issuances related to this or
other pending projects. For assistance, call 1-866-208-3676 or e-mail
<EMAIL_ADDRESS>for TTY, call<PHONE_NUMBER>. A copy is also

available for inspection and reproduction at the address in item (h)
above.
    m. Individuals desiring to be included on the Commission's mailing
list should so indicate by writing to the Secretary of the Commission.
    n. Comments, Protests, or Motions to Intervene--Anyone may submit
comments, a protest, or a motion to intervene in accordance with the
requirements of Rules of Practice and Procedure, 18 CFR 385.210, 211,
214. In determining the appropriate action to take, the Commission will
consider all protests or other comments filed, but only those who file
a motion to intervene in accordance with the Commission's Rules may
become a party to the proceeding. Any comments, protests, or motions to
intervene must be received on or before the specified comment date for
the particular application.
    o. Filing and Service of Responsive Documents--All filings must
bear in all capital letters the title ``COMMENTS'', ``PROTESTS'', AND/
OR ``MOTIONS TO INTERVENE'', as applicable, and the Docket Number of
the particular application to which the filing refers. A copy of any
Motion to Intervene must also be served upon each representative of the
Applicant specified in the particular application.
    p. Agency Comments--Federal, state, and local agencies are invited
to file comments on the described application. A copy of the
application may be obtained by agencies directly from the Applicant. If
an agency does not file comments within the time specified for filing
comments, it will be presumed to have no comments. One copy of an
agency's comments must also be sent to the Applicant's representatives.

Kimberly D. Bose,
Secretary.
[FR Doc. E9-27564 Filed 11-16-09; 8:45 am]

BILLING CODE 6717-01-P