[Federal Register: February 7, 2008 (Volume 73, Number 26)]
[Notices]
[Page 7283-7285]
[DOCID:fr07fe08-59]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings  1

January 30, 2008.
    Take notice that the Commission received the following electric
rate filings:

    Docket Numbers: ER99-2984-009.
    Applicants: Green Country Energy, LLC.
    Description: Green Country Energy, LLC submits notification of a
non-material change in status with respect to their eligibility for
market-based rate wholesale power sales authority.
    Filed Date: 01/24/2008.
    Accession Number: 20080129-0054.
    Comment Date: 5 p.m. Eastern Time on Friday, February 8, 2008.

    Docket Numbers: ER00-2173-006.
    Applicants: Northern Indiana Public Service Company.
    Description: Northern Indiana Public Service Company submits a
revised market-based rates tariff.
    Filed Date: 01/25/2008.
    Accession Number: 20080129-0055.
    Comment Date: 5 p.m. Eastern Time on Friday, February 15, 2008.

    Docket Numbers: ER00-2268-024; ER99-4124-021; ER99-4122-025; ER07-
428-003.
    Applicants: Pinnacle West Capital Corporation; Arizona Public
Service Company; APS Energy Services Co Inc; Pinnacle West Marketing &
Trading Co, LLC.
    Description: Arizona Public Service Company et al. submit their
recent notice of change in status.
    Filed Date: 01/25/2008.
    Accession Number: 20080129-0090.
    Comment Date: 5 p.m. Eastern Time on Friday, February 15, 2008.

    Docket Numbers: ER04-157-025; ER04-714-015; EL05-89-005.
    Applicants: Bangor Hydro-Electric Company; Florida Power & Light Co
New England;
    Description: Revised Regional Refund Report of New England
Transmission Owners.
    Filed Date: 01/29/2008.
    Accession Number: 20080129-5055.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: ER05-287-003.
    Applicants: Granite Ridge Energy, LLC.
    Description: Granite Ridge Energy LLC submits Notice of Non-
material Change in Status and revised tariff sheets in compliance with
Order 697.
    Filed Date: 01/25/2008.
    Accession Number: 20080129-0088.
    Comment Date: 5 p.m. Eastern Time on Friday, February 15, 2008.

    Docket Numbers: ER07-546-011.
    Applicants: ISO New England Inc.
    Description: Request for Expedited Consideration and Limited Waiver
Relating to Demonstration of Site Control Under Market Rule 1.
    Filed Date: 01/23/2008.
    Accession Number: 20080123-5055.
    Comment Date: 5 p.m. Eastern Time on Friday, February 8, 2008.

    Docket Numbers: ER07-1036-002.
    Applicants: PJM Interconnection L.L.C.
    Description: PJM Interconnection LLC submits this filing in
compliance with FERC's Order on 10/26/07.
    Filed Date: 01/28/2008.
    Accession Number: 20080130-0079.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: ER08-75-002.
    Applicants: DEL LIGHT INC.
    Description: DEL LIGHT INC submits a Petition of Acceptance of FERC
Electric Tariff, Original Volume 1 to engage in wholesale electric
power and energy transactions etc.
    Filed Date: 01/28/2008.
    Accession Number: 20080130-0080.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: ER08-192-001.
    Applicants: Westar Energy, Inc.
    Description: Westar Energy Inc submits 1st Rev First Revised Sheet
174 and 178 to FERC Electric Tariff, Second Revised Volume 5, to become
effective 6/1/07.
    Filed Date: 01/28/2008.
    Accession Number: 20080130-0078.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: ER08-475-000.
    Applicants: Florida Power & Light Company.
    Description: Florida Power & Light Company submits an executed
addendum to Exhibit A. to the Service Agreement for Network Integration
Service with Seminole Electric Cooperative Inc.
    Filed Date: 01/25/2008.
    Accession Number: 20080129-0086.
    Comment Date: 5 p.m. Eastern Time on Friday, February 15, 2008.

    Docket Numbers: ER08-476-000.
    Applicants: American Electric Power Service Corporation.
    Description: American Electric Power Corp submits an executed
generation interconnection agreement between AEP Texas North Co and
McAdoo Wind Energy LLC.
    Filed Date: 01/25/2008.
    Accession Number: 20080129-0087.
    Comment Date: 5 p.m. Eastern Time on Friday, February 15, 2008.

    Docket Numbers: ER08-477-000.
    Applicants: Southwest Power Pool, Inc.
    Description: Southwest Power Pool, Inc submits revisions to its
Open Access Transmission Tariff of its executed external market monitor
services agreement.
    Filed Date: 01/25/2008.
    Accession Number: 20080129-0089.
    Comment Date: 5 p.m. Eastern Time on Friday, February 15, 2008.

    Docket Numbers: ER08-478-000.
    Applicants: Kentucky Utilities Company.
    Description: Kentucky Utilities submits an amendment to a contract
with the City of Corbin, KY designated as First Revised Rate Schedule
FERC 309.
    Filed Date: 01/28/2008.
    Accession Number: 20080129-0092.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: ER08-479-000.
    Applicants: Kentucky Utilities Company.
    Description: Kentucky Utilities Company submits amendment to a
contract between the City of Falmouth, Kentucky and KU under FERC Rate
Schedule 310.
    Filed Date: 01/28/2008.
    Accession Number: 20080129-0091.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: ER08-480-000.
    Applicants: Kentucky Utilities Company.
    Description: Kentucky Utilities Co submits an amendment to a
contract with the City Utility Commission of the City of Owensboro,
Kentucky re First Revised Rate Schedule 300.
    Filed Date: 01/28/2008.
    Accession Number: 20080130-0087.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: ER08-481-000.
    Applicants: Kentucky Utilities Company.
    Description: Kentucky Utilities Co submits an amendment to a
contract with the City of Paris, Kentucky re First Revised Rate
Schedule 301.
    Filed Date: 01/28/2008.
    Accession Number: 20080130-0088.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: ER08-482-000.
    Applicants: Kentucky Utilities Company.
    Description: Kentucky Utilities Co submits an amendment to a
contract with the City of Bardstown, Kentucky re First Revised Rate
Schedule 302.
    Filed Date: 01/28/2008.
    Accession Number: 20080130-0089.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: ER08-483-000.
    Applicants: Kentucky Utilities Company.
    Description: Kentucky Utilities Co submits an amendment to a
contract with the City of Nicholasville, Kentucky re First Revised Rate
Schedule 303.
    Filed Date: 01/28/2008.
    Accession Number: 20080130-0090.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: ER08-484-000.
    Applicants: Kentucky Utilities Company.
    Description: Kentucky Utilities Co submits an amendment to a
contract with the City of Barbourville, Kentucky re First Revised Rate
Schedule 304.
    Filed Date: 01/28/2008.
    Accession Number: 20080130-0091.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: ER08-485-000.
    Applicants: Kentucky Utilities Company.
    Description: Kentucky Utilities Co submits an amendment to a
contract with the City of Providence, Kentucky re First Revised Rate
Schedule 305.
    Filed Date: 01/28/2008.
    Accession Number: 20080130-0092.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: ER08-486-000.
    Applicants: Kentucky Utilities Company.
    Description: Kentucky Utilities Co submits an amendment to a
contract with the City of Madisonville, Kentucky re First Revised Rate
Schedule 306.
    Filed Date: 01/28/2008.
    Accession Number: 20080130-0093.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: ER08-487-000.
    Applicants: Kentucky Utilities Company.
    Description: Kentucky Utilities Co submits an amendment to a
contract with the City of Bardwell, Kentucky re First Revised Rate
Schedule 307.
    Filed Date: 01/28/2008.
    Accession Number: 20080130-0094.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: ER08-488-000.
    Applicants: Kentucky Utilities Company.
    Description: Kentucky Utilities Co submits an amendment to a
contract with the City of Benham, Kentucky re First Revised Rate
Schedule 308.
    Filed Date: 01/28/2008.
    Accession Number: 20080130-0095.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: ER08-489-000.
    Applicants: Kentucky Utilities Company.
    Description: Kentucky Utilities Co submits an amendment to a
contract with the Frankfort Electric and Water Plant Board of the City
of Frankfort, Kentucky re First Revised Rate Schedule 311.
    Filed Date: 01/28/2008.
    Accession Number: 20080130-0096.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Take notice that the Commission received the following electric
securities filings:

    Docket Numbers: ES08-17-000.
    Applicants: South Carolina Electric & Gas Company, South Carolina
Generating Company, Inc.
    Description: South Carolina Electric & Gas Company and South
Carolina Generating Company, Inc. clarify and supplement their
application.
    Filed Date: 01/28/2008.
    Accession Number: 20080128-5012.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 5, 2008.

    Docket Numbers: ES08-26-000.
    Applicants: PJM Interconnection, LLC.
    Description: Request for authorization and approval to issue
securities to finance PJM Interconnection LLC's capital requirements
for the years 2008 to 2010.
    Filed Date: 01/28/2008.
    Accession Number: 20080128-5111.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    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 protest.
    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 docket(s). For assistance with
any FERC Online service, please e-mail<EMAIL_ADDRESS>or
call<PHONE_NUMBER> (toll free). For TTY, call<PHONE_NUMBER>.

Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. E8-2249 Filed 2-6-08; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register Volume 83, Number 119 (Wednesday, June 20, 2018)]
[Notices]
[Pages 28687-28689]
[FR Doc No: 2018-13166]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83440; File No. SR-NYSENAT-2018-13]

Self-Regulatory Organizations; NYSE National, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its
Schedule of Fees and Rebates To Extend the Current Waiver of Certain
Adding and Taking Tier Volume Requirements to July 1, 2018, and Make
Non-Substantive Changes To Eliminate Obsolete Text

June 14, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on June 6, 2018, NYSE National, Inc. (the ``Exchange'' or
``NYSE National'') filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change as described in Items I,
II, and III below, which Items have been prepared by the self-
regulatory organization. The Commission is publishing this notice to

solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend its Schedule of Fees and Rebates to
(1) extend the current waiver of certain adding and taking tier volume
requirements to July 1, 2018, and (2) make non-substantive changes to
eliminate obsolete text. The Exchange proposes to implement the rule
change on June 6, 2018.\4\ The proposed rule change is available on the
Exchange's website at www.nyse.com, at the principal office of the
Exchange, and at the Commission's Public Reference Room.
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    \4\ The Exchange originally filed to amend the Fee Schedule on
May 31, 2018 (SR-NYSENAT-2018-11) and withdrew such filing on June
6, 2018. This filing replaces SR-NYSENAT-2018-11 in its entirety.
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II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

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

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

1. Purpose
    The Exchange proposes to amend its Schedule of Fees and Rebates to
(1) extend the current waiver of certain adding and taking tier volume
requirements to July 1, 2018, and (2) make non-substantive changes to
eliminate obsolete text.
    The Exchange proposes to implement the rule change on June 6, 2018.
Extend Waiver of Adding and Taking Tier Volume Requirements
    Currently, under the Adding Tier, the Exchange charges fees of
$0.0020 per share for displayed orders, $0.0022 per share for non-
displayed orders, $0.0018 per share for orders that set a new Exchange
BBO,\5\ and $0.0005 per share for Mid-Point Liquidity (``MPL'') orders
for transactions in stocks with a per share price of $1.00 or more when
adding liquidity to the Exchange if the ETP Holder has at least 0.015%
of Adding ADV as a percent of US CADV. Under the Taking Tier, the
Exchange offers credits of ($0.0020) per share for orders and ($0.0002)
per share for MPL orders for transactions in stocks with a per share
price of $1.00 or more when removing liquidity from the Exchange if the
ETP Holder has at least 50,000 shares of Adding ADV. As reflected in
footnote * of the Schedule of Fees and Rebates, the Exchange currently
waives the volume requirements for both of these tiers until June 1,
2018.
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    \5\ The term ``BBO'' is defined in Rule 1.1 to mean the best bid
or offer that is a Protected Quotation on the Exchange. The term
``BB'' means the best bid that is a Protected Quotation on the
Exchange and the term ``BO'' means the best offer that is a
Protected Quotation on the Exchange.
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    The Exchange proposes to extend the waiver of the volume
requirements for the Adding Tier and Taking Tier until July 1, 2018,
which would be reflected in footnote * of the Schedule of Fees and
Rebates.
Deletion of Obsolete Text
    Currently, the Exchange does not [sic] to charge for order/quote
entry ports and for drop copy ports until June 1, 2018.\6\ Thereafter,
as the Exchange noted in its filing adopting the port fees, the
Exchange would charge $250 per port per month for both order/quote
entry ports and drop copy ports, and the fees would apply to all market
participants.\7\ Because the fee waivers expire on June 1, 2018, and
the Exchange does not propose to extend the waivers, the Exchange
accordingly proposes to eliminate the waiver language in the Section
III (Port Fees) of the Schedule of Fees and Rebates as obsolete.
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    \6\ Order/quote entry ports provide connectivity to the
Exchange's trading systems (i.e., ports for entry of orders and/or
quotes). Drop copy ports allow for the receipt of ``drop copies'' of
order or transaction information. Firms receive confirmations of
their orders and receive execution reports via the order/quote entry
port that is used to enter the order or quote. A ``drop copy''
contains redundant information that a firm chooses to have
``dropped'' to another destination (e.g., to allow the firm's back
office and/or compliance department, or another firm--typically the
firm's clearing broker--to have immediate access to the
information). Drop copies can only be sent via a drop copy port.
Drop copy ports cannot be used to enter orders and/or quotes.
    \7\ See SR-NYSENAT-2018-12.
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    The proposed changes are not otherwise intended to address any
other issues, and the Exchange is not aware of any problems that ETP
Holders would have in complying with the proposed change.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\8\ in general, and furthers the
objectives of Sections 6(b)(4) and 6(b)(5) of the Act,\9\ in
particular, because it provides for the equitable allocation of
reasonable dues, fees, and other charges among its members, issuers and
other persons using its facilities and does not unfairly discriminate
between customers, issuers, brokers or dealers.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(4) & (5).
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Extend Waiver of Adding and Taking Tier Volume Requirements
    The Exchange believes it is reasonable to extend the waiver of the
Adding Tier and Taking Tier volume requirements until July 1, 2018,
because the continued waiver for a limited period of time will provide
incentives for ETP Holders to submit increased volumes and enable the
Exchange to improve its overall competitiveness and strengthen its
market quality to the benefit of all market participants. The proposed
extension of the volume requirements waiver is not unfairly
discriminatory because it will apply equally to all similarly situated
ETP Holders.
Non-Substantive Changes
    The Exchange believes that the proposed deletion of waiver language
expiring June 1, 2018, relating to port fees removes impediments to,
and perfects the mechanism of, a free and open market by adding clarity
as to whether waivers are operative and when, thereby reducing
potential confusion that may result from having obsolete material in
the Exchange's rulebook, and making the Exchange's rules easier to
navigate. The Exchange believes that eliminating such obsolete material
would not be inconsistent with the public interest and the protection
of investors because investors will not be harmed and in fact would
benefit from increased transparency, thereby reducing potential
confusion.
    Finally, the Exchange believes that it is subject to significant
competitive forces, as described below in the Exchange's statement
regarding the burden on competition.
    For the foregoing reasons, the Exchange believes that the proposal
is consistent with the Act.

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

    In accordance with Section 6(b)(8) of the Act,\10\ the Exchange
believes that the proposed rule change would not impose any burden on
competition that is not necessary or appropriate in furtherance

of the purposes of the Act. Instead, the Exchange believes that the
proposed rule change would encourage the submission of additional
liquidity to a public exchange, thereby promoting price discovery and
transparency and enhancing order execution opportunities for ETP
Holders. The Exchange believes that this could promote competition
between the Exchange and other execution venues, including those that
currently offer similar order types and comparable transaction pricing,
by encouraging additional orders to be sent to the Exchange for
execution. The Exchange also believes that the proposed rule is
designed to provide the public and investors with a Schedule of Fees
and Rebates that is clear and consistent, thereby reducing burdens on
the marketplace and facilitating investor protection.
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    \10\ 15 U.S.C. 78f(b)(8).
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    Finally, the Exchange notes that it operates in a highly
competitive market in which market participants can readily favor
competing venues if they deem fee levels at a particular venue to be
excessive or rebate opportunities available at other venues to be more
favorable. In such an environment, the Exchange must continually adjust
its fees and rebates to remain competitive with other exchanges and
with alternative trading systems that have been exempted from
compliance with the statutory standards applicable to exchanges.
Because competitors are free to modify their own fees and credits in
response, and because market participants may readily adjust their
order routing practices, the Exchange believes that the degree to which
fee changes in this market may impose any burden on competition is
extremely limited. As a result of all of these considerations, the
Exchange does not believe that the proposed changes will impair the
ability of ETP Holders or competing order execution venues to maintain
their competitive standing in the financial markets.

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

    No written comments were solicited or received with respect to the
proposed rule change.

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

    The foregoing rule change is effective upon filing pursuant to
Section 19(b)(3)(A) \11\ of the Act and subparagraph (f)(2) of Rule
19b-4 \12\ thereunder, because it establishes a due, fee, or other
charge imposed by the Exchange.
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    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of such proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) \13\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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    \13\ 15 U.S.C. 78s(b)(2)(B).
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IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include
File Number SR-NYSENAT-2018-13 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSENAT-2018-13. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change; the Commission does not edit
personal identifying information from submissions. Persons submitting
comments are cautioned that we do not redact or edit personal
identifying information from comment submissions. You should submit
only information that you wish to make available publicly. All
submissions should refer to File Number SR-NYSENAT-2018-13 and should
be submitted on or before July 11, 2018.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-13166 Filed 6-19-18; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register: October 29, 2010 (Volume 75, Number 209)]
[Notices]
[Page 66806-66811]
[DOCID:fr29oc10-135]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 29486; File No. 812-13648]

Nationwide Life Insurance Company, et al., Notice of Application

October 25, 2010.
AGENCY: Securities and Exchange Commission (the ``Commission'').

ACTION: Notice of application for an order of approval pursuant to
Section 26(c) of the Investment Company Act of 1940, as amended (the
``Act''), and an order of exemption pursuant to Section 17(b) of the
Act from Section 17(a) of the Act.

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    Applicants: Nationwide Life Insurance Company (``NWL''), Nationwide
Life and Annuity Insurance Company (``NLAIC'') (together with NWL, the
``Insurance Companies''), Nationwide Variable Account-II (``Account
II''), Nationwide Variable Account-6 (``Account 6''), Nationwide
Variable Account-7 (``Account 7''), Nationwide Variable Account-8
(``Account 8''), Nationwide Variable Account-9 (``Account 9''),
Nationwide Variable Account-10 (``Account 10''), Nationwide Variable
Account-14 (``Account 14''), Nationwide VLI Separate Account-2 (``VLI
Account 2''), Nationwide VLI Separate Account-4 (``VLI Account 4''),
Nationwide VLI Separate Account-7 (``VLI Account 7''), Nationwide
Provident VA Separate Account 1 (``Account P-1''), Nationwide Provident
VLI Separate Account 1 (``VLI Account P-1''); Nationwide VA Separate
Account-B (``Account B''), Nationwide VL Separate Account-G (``Account
G''), Nationwide Provident VA Separate Account A (``Account P-A''), and
Nationwide Provident VLI Separate Account A (``VLI Account P-A'')
(together with Accounts II, 6, 7, 8, 9, 10, 14, P-1, B, G, and P-A
along with VLI Accounts 2, 4, 7, and P-1, the ``Separate Accounts'')
and Nationwide Variable Insurance Trust. The Insurance Companies and
the Separate Accounts are referred to collectively as the
``Applicants.'' The Applicants, together with Nationwide Variable
Insurance Trust are referred to as the ``Section 17(b) Applicants.''
SUMMARY: Summary of Application: Applicants seek an order approving the
proposed substitutions (the ``Substitutions'') of certain series of
Nationwide Variable Insurance Trust (the ``Trust'' or ``NVIT'') for
shares of series of other unaffiliated registered investment companies
held by the Separate Accounts under certain variable annuity contracts
and/or variable life insurance policies issued by the Insurance
Companies (collectively, the ``Contracts''). Section 17(b) Applicants
also seek an order pursuant to Section 17(b) of the Act to permit
certain in-kind transactions in connection with the Substitutions.

DATES: Filing Date: The application was filed on April 2, 2009, and
amended and restated on July 15, 2010 and October 21, 2010.
    Hearing or Notification of Hearing: An order granting the
application will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Secretary of
the Commission and serving Applicants with a copy of the request,
personally or by mail. Hearing requests must be received by the
Commission by 5:30 p.m. on November 19, 2010, 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 requester'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 Secretary of the Commission.

ADDRESSES: The Commission: Secretary, Securities and Exchange
Commission, 100 F Street, NE., Washington, DC 20549-1090; Applicants:
c/o Jamie Ruff Casto, Esq., Nationwide Life Insurance Company, One
Nationwide Plaza, 1-34-201, Columbus, Ohio 43215.

FOR FURTHER INFORMATION CONTACT: Rebecca A. Marquigny, Senior Counsel,
or Joyce M. Pickholz, Branch Chief, Office of Insurance Products,
Division of Investment Management, at<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or for an
applicant using the Company name box, at http://www.sec.gov/search/
search.htm, or by calling<PHONE_NUMBER>.

Applicants' and Section 17(b) Applicants' Representations

    1. NWL and NLAIC are stock life insurance companies organized under
the laws of the State of Ohio. NLAIC is wholly owned by NWL which is
wholly owned by Nationwide Financial Services, Inc. (``NFS''). NWL is
the depositor and sponsor of Accounts II, 6, 7, 8, 9, 10, 14 and P-1
and VLI Accounts 2, 4, 7, and P-1. NLAIC is the depositor and sponsor
of B, G, and P-A and VLI Account P-A.
    2. All of the Separate Accounts are registered unit investment
trusts used to issue one or more Contracts together with their
respective Insurance Company. The file numbers for each Separate
Account's registration under the Act and each Contract's registration
under the Securities Act of 1933, as amended (``1933 Act'') are set
forth in the Application.
    3. NVIT is registered under the Act as an open-end management
investment company of the series type, and it securities are registered
under the 1933 Act on Form N-1A (File Nos. 811-03213 and 002-73024).
Two of these series, the NVIT--American Century NVIT Multi-Cap Value
Fund and NVIT--Oppenheimer NVIT Large Cap Growth Fund (each an ``NVIT
Fund''), are the replacement funds (``New Funds'' or ``New
Portfolios'') in the proposed Substitutions.

    4. Nationwide Fund Advisors (``NFA'') currently serves as
investment adviser to each of the NVIT Funds. NFA employs a subadvisory
structure as part of its advisory strategy with respect to the NVIT
Funds. Through an order from the Commission pursuant to Section 6(c) of
the Act, NVIT is exempt from Section 15(a) of the Act and Rule 18f-2
thereunder with respect to subadvisory agreements (the ``Manager of
Managers Order'').\1\
---------------------------------------------------------------------------

    \1\ In the Matter of Nationwide Investing Foundation, et al.,
1940 Act Rel. No. 23133 (April 28, 1998) (Order), File No. 812-
10764.
---------------------------------------------------------------------------

    5. Applicants represent that the relief granted in the Manager of
Managers Order extends to New Funds permitting NFA to enter into and
materially amend investment subadvisory agreements without obtaining
shareholder approval. Applicants indicate that the prospectuses for the
New Funds disclose and explain the existence, substance and effect of
the Manager of Managers Order. They also represent that if a new
Subadviser is retained for a Fund, Contract owners (``Contractowners'')
would receive all information about the new Subadviser that would be
included in a proxy statement, including any change in disclosure
caused by the addition of a new Subadviser.
    6. All of the Contracts involved in the Substitutions (i) permit
transfers of contract value among the subaccounts pursuant to the
limitations of the particular Contract, and (ii) are subject to market
timing policies and procedures that may operate to limit transfers.
Applicants represent that to the extent that the Contracts contain
restrictions, limitations or transfer fees on a Contractowner's right
to transfer, such restrictions, limitations, and transfer fees will not
apply in connection with the proposed Substitutions.
    7. Each Contract's prospectus contains provisions reserving
Insurance Company Applicants' right to substitute shares of one
Investment Option for shares of another Investment Option already
purchased or to be purchased in the future if: (i) Shares of a current
underlying mutual fund are no longer available for investment by the
Separate Account; or (ii) in the judgment of Insurance Company
Applicants' management, further investment in such Investment Option is
inappropriate in view of the purposes of the Contract. Each Insurance
Company Applicant's management has determined that further investment
in the New Funds is no longer appropriate in view of the purposes of
the Contracts.
    8. Applicants represent that all of the portfolios involved in the
Substitutions are currently available as underlying investment options
in the Contracts.
    9. Each Insurance Company, on its behalf and on behalf of the
Separate Accounts proposes to make certain substitutions of various
classes of shares of 6 funds currently available under the Contracts
(the ``Old Funds'' or ``Old Portfolios'') for shares of the following
classes of the corresponding NVIT New Funds:

----------------------------------------------------------------------------------------------------------------
               No.                      Old fund            Old class          NVIT New fund        New class
----------------------------------------------------------------------------------------------------------------
1...............................  American Century     Class I............  NVIT--American      Class I
                                   Variable                                  Century NVIT
                                   Portfolios, Inc.--                        Multi Cap Value
                                   American Century                          Fund (``New Multi
                                   VP Value Fund                             Cap Value Fund'').
                                   (``Old Value
                                   Fund'').
2...............................  Old Value Fund.....  Class II...........  New Multi Cap       Class II
                                                                             Value Fund.
3...............................  Fidelity Variable    Initial Class......  NVIT--Oppenheimer   Class I
                                   Insurance Products                        NVIT Large Cap
                                   (``VIP'') Fund--                          Growth Fund
                                   VIP Contrafund                            (``New Large Cap
                                   Portfolio (``Old                          Growth Fund'').
                                   Contrafund
                                   Portfolio'').
4...............................  Old Contrafund       Service Class......  New Large Cap       Class I
                                   Portfolio.                                Growth Fund.
5...............................  Old Contrafund       Service Class 2....  New Large Cap       Class II
                                   Portfolio.                                Growth Fund.
6...............................  Fidelity VIP Fund--  Initial Class......  New Large Cap       Class I
                                   VIP Growth                                Growth Fund.
                                   Opportunities
                                   Portfolio (``Old
                                   Growth Opps.
                                   Fund'').
7...............................  Old Growth Opps.     Service Class......  New Large Cap       Class I
                                   Fund.                                     Growth Fund.
8...............................  Old Growth Opps.     Service Class 2....  New Large Cap       Class II
                                   Fund.                                     Growth Fund.
9...............................  Oppenheimer          Non-Service Shares.  New Large Cap       Class I
                                   Variable Account                          Growth Fund.
                                   Funds--Oppenheimer
                                   Capital
                                   Appreciation Fund/
                                   VA (``Old Cap
                                   Appreciation
                                   Fund'').
10..............................  Old Cap              Service Shares.....  New Large Cap       Class II
                                   Appreciation Fund.                        Growth Fund.
11..............................  T. Rowe Price        Class II...........  New Large Cap       Class I
                                   Equity Series,                            Growth Fund.
                                   Inc.--T. Rowe
                                   Price Blue Chip
                                   Growth Portfolio
                                   (``Old Blue Chip
                                   Fund'').
12..............................  Old Blue Chip Fund.  Class II...........  New Large Cap       Class II
                                                                             Growth Fund.
13..............................  T. Rowe Price        Class II...........  New Multi Cap       Class I
                                   Equity Series,                            Value Fund.
                                   Inc.--T. Rowe
                                   Price Equity
                                   Income Portfolio
                                   (``Old Equity
                                   Income Fund'').
14..............................  Old Equity Income    Class II...........  New Multi Cap       Class II
                                   Fund.                                     Value Fund.
----------------------------------------------------------------------------------------------------------------

    10. Applicants state that the proposed Substitutions are part of
each Insurance Company's overall business plan to make the Contracts
more attractive to purchasers and more efficient to administer and
oversee.
    11. Applicants assert their belief that the Substitutions will: (i)
Consolidate investment options resulting in a less confusing menu of
investment options for investors, greater efficiency in administration
of the Contracts and the capacity to add other types of investment
options; (ii) make the investment decision process more manageable for
the investor through consistent disclosure format and terminology
making it easier for Contractowners to analyze fund information and
make informed investment decisions relating to allocation of his or her
Contract value; (iii) enable the Insurance Companies to reduce certain
costs that they incur in administering the Contracts by removing
overlapping investment options; (iv) lower administrative costs for the
Insurance Companies which could result in resources being reallocated
to providing other contractowner services and support, and an overall
more efficient and customer-friendly product offering. (v) enable the

Trust's sub-advised strategy and augment the Insurance Companies' goal
of efficiently offering a continuously competitive menu of investment
options to its existing and prospective contractowners; (vi) provide
investors with a more favorable and less confusing overall investment
experience; and (vii) reduce the number and potential for variation of
trading policies that contractowners must navigate and understand.
    12. Applicants submit that each Substitution provides an alternate
investment option that has the same or lower net operating expenses as
the Old Fund. The applicable management fees, 12b-1 fees, other
expenses, contractual waiver or reimbursement values and total
operating expenses for each Old and New Fund are presented in detail in
the Application and summarized below:

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Advisor                    Other       Waiver/       Total
                 No.                        New/Old fund                 Class               fees      12b-1 Fees    expenses    reimburs't    expenses
                                                                                (percent)    (percent)    (percent)    (percent)    (percent)
--------------------------------------------------------------------------------------------------------------------------------------------------------
1...................................  Old Value Fund.........  Class I.................         0.97          N/A         0.00         0.00         0.97
                                      New Multi Cap Value      Class I.................         0.57          N/A         3.10         2.75         0.92
                                       Fund.
2...................................  Old Value Fund.........  Class II................         0.87         0.25         0.00         0.00         1.12
                                      New Multi Cap Value      Class II................         0.57         0.25         3.10         2.83         1.09
                                       Fund.
3...................................  Old Contrafund           Initial.................         0.56          N/A         0.11         0.00         0.67
                                       Portfolio.
                                      New Large Cap Growth     Class I.................         0.50          N/A         3.51         3.36         0.65
                                       Fund.
4...................................  Old Contrafund           Service.................         0.56         0.10         0.11         0.00         0.77
                                       Portfolio.
                                      New Large Cap Growth     Class I.................         0.50          N/A         3.51         3.36         0.65
                                       Fund.
5...................................  Old Contrafund           Class 2.................         0.56         0.25         0.11         0.00         0.92
                                       Portfolio.
                                      New Large Cap Growth     Class II................         0.50         0.25         3.51         3.36         0.90
                                       Fund.
6...................................  Old Growth Opps. Fund..  Initial.................         0.56          N/A         0.16         0.00         0.72
                                      New: Large Cap Growth    Class I.................         0.50          N/A         3.51         3.36         0.65
                                       Fund.
7...................................  Old Growth Opps. Fund..  Service.................         0.56         0.10         0.16         0.00         0.82
                                      New Large Cap Growth     Class I.................         0.50          N/A         3.51         3.36         0.65
                                       Fund.
8...................................  Old Growth Opps. Fund..  Service 2...............         0.56         0.25         0.17         0.00         0.98
                                      New Large Cap Growth     Class II................         0.50         0.25         3.51         3.36         0.90
                                       Fund.
9...................................  Old Cap Appreciation     Non-Service.............         0.66          N/A         0.12         0.00         0.78
                                       Fund.
                                      New Large Cap Growth     Class I.................         0.50          N/A         3.51         3.36         0.65
                                       Fund.
10..................................  Old Cap Appreciation     Service.................         0.66         0.25         0.13         0.00         1.04
                                       Fund.
                                      New Large Cap Growth     Class II................         0.50         0.25         3.51         3.36         0.90
                                       Fund.
11..................................  Old Blue Chip Fund.....  Class II................         0.85         0.25         0.00         0.00         1.10
                                      New Large Cap Growth     Class I.................         0.50          N/A         3.51         3.36         0.65
                                       Fund.
12..................................  Old Blue Chip Fund.....  Class II................         0.85         0.25         0.00         0.00         1.10
                                      New Large Cap Growth     Class II................         0.50         0.25         3.51         3.36         0.90
                                       Fund.
13..................................  Old Equity Income Fund.  Class II................         0.85         0.25         0.00         0.00         1.10
                                      New Multi Cap Value      Class I.................         0.57          N/A         3.10         2.75         0.92
                                       Fund.
14..................................  Old Equity Income Fund.  Class II................         0.85         0.25         0.00         0.00         1.10
                                      New Multi Cap Value      Class II................         0.57         0.25         3.10         2.83         1.09
                                       Fund.
--------------------------------------------------------------------------------------------------------------------------------------------------------

    The following summarizes the more complete comparison of New and
Old Funds provided in the Application.
    13. Substitutions #1 & #2: Old Value Fund Verses New Multi Cap
Value Fund. Applicants represent that both Old Value Fund and New Multi
Cap Value Fund have similar investment objectives and substantially
similar policies and risks. Specifically, Applicants state that both
``seek long-term capital growth or appreciation, and secondarily income
* * * [and] seek to meet their objectives by investing in equity
securities, using a value investment strategy that looks for companies
that are undervalued or are temporarily out of favor in the market.''
Both funds allow for the use of derivatives securities, preferred
stock, convertible and foreign securities without limitation.
Applicants acknowledge that differences in the funds' risks and
investment objectives and strategies exist, but assert the belief that
these differences are immaterial and do not introduce Contractowners to
materially greater risks than before the Substitution.
    14. Substitutions #3-#5: Old Contrafund Portfolio Verses New Large
Cap Growth Fund. Applicants represent that both the Old Contrafund
Portfolio and the New Large Cap Growth Fund ``have similar investment
objectives and substantially similar policies and risks. Both funds
seek long-term capital growth or appreciation, and both invest at least
80% of their respective net assets in common stocks. Both funds
diversify among a variety of industries and sectors.'' Applicants
acknowledge that differences in the funds' risks and investment
objectives and strategies exist, but assert the belief that these
differences are immaterial and do not introduce Contractowners to
materially greater risks than before the Substitution.
    15. Substitutions #6-#8: Old Growth Opps. Fund Verses New Large Cap
Growth Fund. Applicants represent that both Old Growth Opps. Fund and
New Large Cap Growth Fund have similar investment objectives and
substantially similar policies and risks. Both funds seek capital
growth, investing primarily in common stocks. Both funds employ a
growth style of investing, seeking companies with above-average growth
potential or whose earnings are expected to grow consistently faster
than those of other companies. Applicants also note that New Large Cap
Growth Fund has a diversification policy affirmatively seeking to limit
risk which Old Growth Opps. Fund does not share. Applicants assert that
both funds have similar investment objectives and substantially similar
policies and risks. Applicants state that while the funds' investment
objectives are not identical, any distinction between them is
immaterial, since both funds are intended for long-term investment and
represent that any differences in their investment objectives do not
introduce Contract Owners to greater risks than before the
Substitution.
    16. Substitutions #9 & #10: Old Cap Appreciation Fund Verses New
Large Cap Growth Fund. Applicants represent that Old Cap Appreciation
Fund and

New Large Cap Growth Fund have similar investment objectives and
substantially similar policies and risks, seek capital growth or
appreciation by investing in common stocks using a growth style
investment strategy, diversify broadly among companies and industries,
and invest in a similar percentage of foreign securities. Applicants
state that both funds look for companies in businesses that have above-
average growth potential, growth rates the portfolio manager believes
are sustainable over time, and stocks with reasonable valuations
relative to their growth potential. Applicants represent that
immaterial differences in risks, investment objectives and strategies
exist but do not expose Contractowners to materially greater risks
post-Substitution.
    17. Substitutions #11 & #12: Old Blue Chip Fund Verses New Large
Cap Growth Fund. Applicants believe Old Blue Chip Fund and New Large
Cap Growth Fund have similar investment objectives and substantially
similar policies and risks. Both funds seek long-term capital growth
and invest at least 80% of their net assets in stocks of established
companies using a growth style of investing. Applicants believe that
the differences in risks, investment objectives and strategies are
immaterial, and the risks to Contractowners will not be materially
greater after the Substitutions.
    18. Substitutions #13 & #14: Old Equity Income Fund Verses New
Multi Cap Value Fund. Applicants state their belief that Old Equity
Income Fund and New Multi Cap Value Fund have similar investment
objectives and substantially similar policies and risks. Both funds
seek capital appreciation and dividend income, although seeking current
income is a secondary objective of New Multi Cap Value Fund. Applicants
represent that both funds invest at least 80% of their respective net
assets in common stocks of companies of any size, employing a value
style of investing, and allow foreign securities, preferred stocks,
convertible securities and derivatives to be used as principal
strategies. Applicants assert that immaterial differences in risks and
investment objectives and strategies exist, but believe these
differences do not introduce Contractowners to materially greater risks
after the Substitutions.
    19. Substitution Procedure: In-Kind Transactions. Applicants assert
that as of the effective date of the Substitutions (``Substitution
Date''), a portion of the securities of the Old Funds will be redeemed
in-kind and those securities received will be used to purchase shares
of the New Funds. Applicants assert that redemption requests and
purchase orders will be placed simultaneously so that contract values
will remain fully invested at all times. They further represent that
all redemptions of shares of the Old Portfolios and purchases of shares
of the New Portfolios will be effected will take place at relative net
asset value determined on the Substitution Date in accordance with
Section 22(c) of the Act and Rule 22c-1 thereunder with no change in
the amount of any Contractowner's Contract value, cash value, death
benefit, or dollar value of his or her investment in the Separate
Accounts.
    20. Likewise, Section 17(b) Applicants represent that: (i) The New
Fund shares sold in-kind will be of the type and quality that a New
Fund could have acquired with the proceeds from the sale of its shares
had the shares been sold for cash; and (ii) NFA and the relevant
subadviser(s) will analyze the portfolio securities being offered to
each relevant New Fund and will retain only those securities that it
would have acquired for each such fund in a cash transaction.
    Whether NFA or relevant Subadviser of a New Fund accepts or
declines to accept a particular portfolio security in-kind, Applicants
represent that each Substitution will be effected by redeeming shares
of the Existing Fund in cash and/or in-kind on the Substitution Date
and using the proceeds of those redemptions to purchase shares of the
New Fund at their net asset value on the same date.
    21. Substitution Costs and Fund Expenses. Applicants state that the
Insurance Companies have agreed to bear all expenses incurred in
connection with the Substitutions and related filings and notices,
including legal, accounting, brokerage, and other fees and expenses. In
addition, Applicants assert that Contractowners will have the same or
lower net operating expenses after the Substitutions as prior to the
Substitutions.
    22. With respect to those who are Contractowners on the
Substitution Date, Applicants specifically represent the following: On
the last business day of each fiscal period (not to exceed a fiscal
quarter) during the twenty-four (24) months following the Substitution
Date, the Insurance Companies will reimburse those Contractowners with
Contract value allocated to a subaccount corresponding to an New Fund
to the extent that, for that period, the New Fund's net operating
expenses (taking into account fee waivers and expense reimbursements)
and subaccount expenses (asset based fees and charges deducted on a
daily basis from sub-account assets and reflected in the calculation of
sub-account unit values) exceed, on an annualized basis, the sum of the
Old Fund's net operating expenses (taking into account fee waivers and
expense reimbursements) and subaccount expenses (asset based fees and
charges deducted on a daily basis from sub-account assets and reflected
in the calculation of sub-account unit values) for fiscal year 2009.
    23. Contract Charges and Benefits. Applicants represent that the
Insurance Companies will not increase the Contract fees and charges
that would otherwise be assessed under the terms of the Contracts for a
period of at least two (2) years following the Substitution Date. To
the extent the Contracts contain restrictions, limitations or fees for
transfers, Applicants represent such provisions will not apply in
connection with the proposed Substitutions, and each Substitution
redemption and purchase will not be treated as a transfer for purposes
of assessing transfer charges or computing the number of permissible
transfers under the Contracts. Applicants state that Contractowners
will not incur any fees or charges as a result of the proposed
Substitutions, nor will their rights or insurance benefits or the
Insurance Companies' obligations under the Contracts be altered in any
way. Applicants also affirm that the Substitutions will not result in
adverse tax consequences to Contractowners and will not alter any tax
benefits associated with the Contracts.
    24. Manager of Managers Order. Applicants further represent that,
after the Substitution Date, the New Funds will not change a
Subadviser, add a new Subadviser, or otherwise rely on the Manager of
Managers Order without first obtaining shareholder approval of the
change in Subadviser, the new Subadviser, or the Fund's ability add or
to replace a subadviser in reliance on Manager of Managers Order. In
addition, before the Substitutions, Applicants state that each
Contractowner will have been provided with a New Portfolio prospectus
describing the existence, substance and effect of the Manager of
Managers Order.
    25. Notice Procedures. Applicants represent that prospectus
supplements for the Contracts will be delivered to Contractowners at
least thirty (30) days before the Substitution Date. Applicants state
that the supplement (``Pre-Substitution Notice'') will: (i) Notify all
Contractowners of the Insurance Company's intent to implement the
Substitutions, that this Amended Application has been filed to obtain
the

necessary orders to do so, and indicate the anticipated Substitution
Date; (ii) advise Contractowners that from the date of the supplement
until the Substitution Date, Contractowners are permitted to transfer
Contract value out of any Old Fund sub-account to any other sub-
account(s) offered under the Contract without the transfer being
treated as a transfer for purposes of transfer limitations and fees
otherwise applicable under the terms of the Contract; (iii) instruct
Contractowners how to submit transfer requests in light of the proposed
Substitutions; (iv) advise Contractowners that any Contract value
remaining in an Old Fund sub-account on the Substitution Date will be
transferred to the corresponding New Fund sub-account, and that the
Substitutions will take place at relative net asset value without
charge (including sales charges or surrender charges) and without
counting toward the number of transfers that may be permitted without
charge; (v) inform Contractowners that for at least thirty (30) days
following the Substitution Date, the Insurance Companies will permit
Contractowners to make transfers of Contract value out of each New Fund
sub-account to any other sub-account(s) offered under the Contract
without the transfer being treated as a transfer for purposes of
transfer limitations and fees that would otherwise apply under the
terms of the Contract; and (vi) inform Contractowners that, except as
described in the market timing provision of the relevant prospectus,
the respective Insurance Company will not exercise any rights reserved
by it under the Contracts to impose additional restrictions on
transfers out of a New Fund for at least thirty (30) days after the
Substitution Date.
    26. Applicants also represent that: (i) Prior to the Substitutions;
all existing Contractowners will have received the appropriate
prospectus supplements containing this disclosure and the most recent
prospectus and/or supplement for the New Portfolios (ii) new purchasers
will be provided the prospectus supplement, contract prospectus, and
the prospectus and/or supplement for the New Funds in accordance with
all applicable legal requirements; and (iii) prospective Contract
purchasers will be provided the prospectus supplement and the Contract
prospectus. Applicants also represent that, within five (5) business
days after the Substitution Date, Contractowners will be sent a written
confirmation of the Substitutions which will restate the information
set forth in the Pre-Substitution Notice.

Applicants' Legal Analysis

    1. Applicants request that the Commission issue an order pursuant
to Section 26(c) of the Act approving the Substitutions.
    2. Section 26(c) of the Act makes it unlawful for any depositor or
trustee of a registered unit investment trust holding the security of a
single issuer to substitute another security for such security unless
the Commission approves the substitution. The Commission shall approve
such a substitution if the evidence establishes that it is consistent
with the protection of investors and the purposes fairly intended by
the policy and provisions of the Act.
    3. Applicants state that the right to make such a substitution has
been reserved under the Contracts and is disclosed in the prospectus
for the related Contracts. Applicants declare that, in all material
respects, each New Fund and its corresponding Old Fund have similar,
substantially similar, or identical investment objectives and
strategies, and that each proposed Substitutions retains for
Contractowners the investment flexibility and expertise in asset
management features of the Contracts. They assert that after the
Substitution Date, Contractowners invested in a New Fund will have the
same or lower net operating expense ratio(s) as before the
Substitution. Further, Applicants have agreed to certain expense limits
to ensure affected Contractowners do not incur higher expenses as a
result of a Substitution for a period of twenty four (24) months after
the Substitution.
    4. Applicants submit that the proposed Substitutions meet the
standards set forth in Section 26(c) and assert that replacement of the
Old Portfolios with the New Portfolios is consistent with the
protection of Contractowners and the purposes fairly intended by the
policy and provisions of the Act. Specifically, they argue that the
Substitutions will not result in the type of costly forced redemption
that Section 26(c) was designed to prevent. Rather, Applicants conclude
that ``[a]ny impact on the investment programs of affected
Contractowners should be negligible,'' and affirm the Substitutions
will have no impact on other aspects of the Contracts including the
annuity, life, or tax benefits they afford affected Contractowners.
    5. Section 17(b) Applicants request that the Commission issue an
order pursuant to Section 17(b) of the 1940 Act exempting them from the
provisions of Section 17(a) of the 1940 Act to the extent necessary to
permit them to carry out the in-kind Substitution transactions (``In-
Kind Transactions'').
    6. Section 17(a)(1) of the Act, in relevant part, prohibits any
affiliated person of a registered investment company, or any affiliated
person of such person, acting as principal, from knowingly selling any
security or other property to that company. Section 17(a)(2) of the Act
generally prohibits the persons described above, acting as principal,
from knowingly purchasing any security or other property from the
registered company. Pursuant to Section 17(a)(1) of the Act, the
Section 17(b) Applicants may be considered affiliates of one or more of
the portfolios involved in the Substitutions. Because the Substitutions
may be effected, in whole or in part, by means of in-kind redemptions
and subsequent purchases of shares and by means of In-Kind
Transactions, the Substitutions may be deemed to involve one or more
purchases or sales of securities or property between affiliates.
    7. Section 17(b) of the Act provides that the Commission may, upon
application, grant an order exempting any transaction from the
prohibitions of Section 17(a) if the evidence establishes that: the
terms of the proposed 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; the proposed
transaction is consistent with the policy of each registered investment
company concerned, as recited in its registration statement and records
filed under the Act; and the proposed transaction is consistent with
the general purposes of the Act.
    8. Based on the facts presented above, Section 17(b) Applicants
submit that the terms of the In-Kind Transactions, including the
consideration to be paid and received, are reasonable, fair, and do not
involve overreaching because: (i) The Contractowners' Contract values
will not be adversely impacted or diluted; and (ii) Section 17(b)
Applicants agree to carry out the In-Kind Transactions in conformity
with all of the conditions of Rule 17a-7 and the procedures adopted
thereunder, except that the consideration paid for the securities being
purchased or sold may not be entirely cash. Thus, Section 17(b)
Applicants conclude that the purposes intended by implementation of the
rule are met by the terms of the In-Kind Transactions.
    9. In support of this position Section 17(b) Applicants assert that
the proposed In-Kind Transactions will be effected based upon the
independent current market price of the portfolio

securities as specified in Rule 17a-7(b) and will include only
securities for which market quotations are readily available on the
Substitution Date. In accordance with Rule 17a-7(c), Section 17(b)
Applicants assert that the proposed In-Kind Transactions will be
consistent with the policy of each registered investment company and
separate series thereof participating in the In-Kind Transactions, as
recited in the relevant registered investment company's registration
statement and reports. As specified in Rule 17a-7(d), the Application
states that no brokerage commission, fee (except for any customary
transfer fees), or other remuneration will be paid in connection with
the proposed In-Kind Transactions. Likewise, Section 17(b) Applicants
represent that Trust's Board of Trustees has adopted and implemented
the fund governance and oversight procedures as required by Rule 17a-
7(e) and (f). The Application also states, ``pursuant to Rule 17a-
7(e)(3), during the calendar quarter following the quarter in which any
In-Kind Transactions occur, the Trust's Board of Trustees will review
reports submitted by NFA in respect of such In-Kind Transactions in
order to determine that all such In-Kind Transactions made during the
preceding quarter were effected in accordance with the representations
stated herein.'' Finally, Applicants represent that a written record of
the procedures for the proposed In-Kind Transactions will be maintained
and preserved in accordance with Rule 17a-7(g).

Conclusions

    Section 26 Applicants submit that for the reasons summarized above
the proposed Substitutions meet the standards of Section 26(c) of the
1940 Act and request that the Commission issue an order of approval
pursuant to Section 26(c) of the 1940 Act. Section 17 Applicants submit
that the proposed In-Kind Transactions meet the standards of Section
17(b) of the 1940 Act and request that the Commission issue an order of
exemption pursuant to Section 17(b) of the 1940 Act.

    For the Commission, by the Division of Investment Management
pursuant to delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-27367 Filed 10-28-10; 8:45 am]
BILLING CODE 8011-01-P


Due to the lack of data, EPA is unable to estimate the total economic impact of the provisions of the proposed rule related to handling PCB waste in emergency situations. In this section, EPA provides a qualitative discussion of the economic impact of the relevant aspects of the proposed rule.
The primary cost savings from this section of the proposed rule are expected to result from the expansion of the number of emergencies experiencing regulatory relief. EPA only issued disaster debris guidance documents for six occasions since 2005. However, during this period there were dozens of emergencies that would qualify as "emergency situations" under the proposed rule. The parties responsible for those cleanups would potentially experience cost savings that would not have been available to them if the issuance of a disaster debris guidance document was required. By allowing the party to clean up the spill in accordance with the "as-found" concentration, the party can avoid a costly and time-consuming search for the source of the spill. Additionally, the Agency would experience cost savings from no longer having to issue individual guidance documents.
The cost savings associated with the waiver option are more open ended, since parties can request regulatory relief related to a wide array of requirements (e.g. sampling, extraction, analysis, cleanup, storage, and disposal). It can be assumed that cost savings would result under this option as well, since it is unlikely that any party would request a waiver for a costlier cleanup process. The impacted party would incur a small burden in the form of submitting a waiver request to the EPA (the Agency would also experience a small burden of reviewing the waiver requests). However, it is expected that the reduction in cleanup costs would far outweigh the cost of creating and submitting a waiver request.
The qualitative benefits of adding flexibilities for emergency situations include regulatory certainty for the impacted parties. The knowledge that such provisions will be in place for any declared emergency would allow facilities to incorporate the provisions into their emergency management plan, which could lead to more timely actions. Cleanups may also become timelier because parties may not have to search for the source of a spill.

7. 	 harmonize General Disposal Requirements for PCB Remediation Waste
Background
In the 1998 PCB Megarule (63 FR 35384), EPA promulgated both the definition of PCB remediation waste in § 761.3 and a guide to the cleanup and disposal obligations for PCB remediation waste in § 761.50(b)(3). At the time of 1998 Megarule, § 761.50(b)(3) failed to account for the fact that disposal of PCBs < 500 ppm was not regulated between April 18, 1978, (the effective date of the Disposal and Marking Rule, which set the 500 ppm threshold) and July 2, 1979, (the effective date of the PCB Ban Rule, which replaced the 500 ppm level with 50 ppm). A technical amendment to correct this was issued in 1999 (64 FR 33755) without notice and comment. The preamble text addressed changes made to § 761.50(b)(3)(i), which was amended accordingly. Section 761.50(b)(3)(ii) was also amended, presumably to correct the same discrepancy for the time between April 18, 1978 and July 2, 1979. However, the phrase "at as-found concentrations >= 50 ppm" was added to § 761.50(b)(3)(ii) unnecessarily. This was apparently an error; there is no justification in the preamble for the change, and it cuts against the apparent intent to better align § 761.50(b)(3) with the definition of PCB remediation waste and the general direction in § 761.50(b)(3) that PCB remediation waste "is regulated for cleanup and disposal in accordance with § 761.61." This phrase causes the language of § 761.50(b)(3)(ii) to be in conflict with the definition of remediation waste in § 761.3, which includes materials which are currently at any volume or concentration where the original source was >= 500 ppm PCBs beginning on April 18, 1978, or >= 50 ppm PCBs beginning on July 2, 1979. EPA maintains that all materials that fit the definition of PCB remediation waste in § 761.3 are regulated for disposal under § 761.61. In support of this point, the 1998 Megarule preamble states, "With regard to sites containing PCB remediation wastes generated on or after April 18, 1978, owners or operators of those sites now have two choices: they may clean up the wastes in accordance with new § 761.61, or, if applicable, they may cleanup the wastes in accordance with EPA's Spill Cleanup Policy, part 761, subpart G." EPA has published guidance that supports this position. EPA has also issued numerous risk-based disposal approvals in the past five years that apply only to < 50 ppm PCB remediation waste.
Proposed changes and economic impact
EPA is proposing to change the language in § 761.50(b)(3)(ii) by removing the phrase "at as found concentrations >= 50 ppm." EPA has been clear in other regulatory provisions, preamble, guidance, and ongoing interactions with regulated entities, that PCB remediation waste at as-found concentrations < 50 ppm PCBs is regulated for cleanup and disposal under § 761.61. In this context, EPA interprets the "as found" provision as expressly allowing for disposal of PCB remediation waste with as-found concentrations >= 50 ppm in accordance with the Spill Cleanup Policy, as provided in § 761.50(b)(3)(ii)(A), as an additional option to disposal under § 761.61, as provided in § 761.50(b)(3)(ii)(B). Disposal under § 761.61 is already provided for in the chapeau to § 761.50(b)(3). EPA finds this proposed change would reconcile this unintentional conflict with the overall structure and language of the regulations. The impact of the proposed change would be to clarify that < 50 ppm PCB remediation wastes may be managed under the PCB Spill Cleanup Policy, subject to the criteria of the policy. Since this regulatory change is in line with current EPA policy, guidance, and practice, EPA estimates no net economic impacts from this change.

8. 	Net Economic Impacts of the Proposed Rule
The net cost savings of this proposed rule include three categories of quantified costs and cost savings presented in Chapters 2, 3, and 6 above: cost savings related to the updates to PCB extraction methods, cost savings related to updates to § 761.61(b), and costs related to disallowing PCB BPW to be used as roadbed.  All other proposed provisions are not estimated to have incremental economic impacts or are only able to be discussed qualitatively due to data limitations. As summarized in Table 14 below, the total quantifiable annualized net cost savings of the proposed rule are between $15.2 million and $16.9 million at a three percent discount rate, and between $13.5 and $15.2 million at a seven percent discount rate.
	table 14	Net Cost Savings of the Proposed Rule
                            Proposed Rule Provision
                               Net Cost Savings

                                      Low
                                     High

                                  Annualized
                                 Present Value
                                  Annualized
                                 Present Value
3 PERCENT DISCOUNT RATE
PCB Extraction Methods
                                                                    $5,954,000
                                                                  $118,800,000
                                                                    $5,954,000
                                                                  $118,800,000
§ 761.61(b)
                                                                    $9,240,000
                                                                  $137,500,000
                                                                   $10,910,000
                                                                  $162,400,000
PCB BPW as Roadbed
                                                                         ($661)
                                                                       ($9,835)
                                                                       ($5,950)
                                                                      ($88,520)
Total
                                                                   $15,190,000
                                                                  $256,300,000
                                                                   $16,860,000
                                                                  $281,100,000
7 PERCENT DISCOUNT RATE
PCB Extraction Methods
                                                                    $4,249,000
                                                                   $84,520,000
                                                                    $4,249,000
                                                                   $84,520,000
§ 761.61(b)
                                                                    $9,240,000
                                                                   $97,890,000
                                                                   $10,910,000
                                                                  $115,600,000
PCB BPW as Roadbed
                                                                         ($661)
                                                                       ($7,004)
                                                                       ($5,950)
                                                                      ($63,030)
Total
                                                                   $13,490,000
                                                                  $182,400,000
                                                                   $15,160,000
                                                                  $200,100,000
Emergency Situations
                       Non-quantifiable net cost savings
Determinative Methods
                              No economic impact
§ 761.50(b)(3)
                              No economic impact

9. 	Equity Considerations and Other Impacts
As required by applicable statutes and executive orders, this chapter summarizes EPA's analysis of equity considerations and other regulatory concerns associated with the proposed rule. This chapter assesses potential impacts, with respect to the following issues:
Regulatory planning and review: requires examination and quantification of costs and benefits of regulating with and without the rule;
Regulatory flexibility: focuses on the potential effects of the rule on small entities;
Employment impacts: assesses the potential impact of the rule on employment;
Unfunded mandates: examines the implications of the rule with respect to unfunded mandates;
Federalism: considers potential issues related to state sovereignty;
Tribal governments: extends the discussion of federal unfunded mandates to include impacts on Native American tribal governments and their communities;
Energy Impacts: examines the impacts of the rule on energy use, supply, and distribution;
Environmental justice: considers potential issues for minority and low-income populations;
Children's health protection: examines the potential impact of the rule on the health of children; and
Joint impacts of rules: considers the combined effect of the rule with other regulations.
National Technology Transfer and Advancement Act: requires federal agencies to Use technical standards developed or adopted by voluntary consensus standards bodies if compliance would not be inconsistent with applicable law or otherwise impracticable;
REGULATORY PLANNING AND REVIEW

This action is a significant regulatory action that was submitted to the Office of Management and Budget (OMB) for review for review under Executive Order 12866 (58 FR 51735, October 4, 1993) and Executive Order 13563 (76 FR 3821, January 21, 2011). Any changes made in response to OMB recommendations have been documented in the docket.
Regulatory Flexibility
The Regulatory Flexibility Act (RFA) as amended by the Small Business Regulatory Enforcement Fairness Act of 1996 (SBREFA), 5 USC 601 et seq., generally requires an agency to prepare a regulatory flexibility analysis of any rule subject to notice and comment rulemaking requirements under the Administrative Procedure Act or any other statute. This analysis must be completed unless the agency certifies that the rule will not have a significant economic impact on a substantial number of small entities. Small entities include small businesses, small organizations, and small governmental jurisdictions. Based on EPA's RFA/SBREFA analytic guidance, a rule is not expected to result in a significant economic impact for a substantial number of small entities if the costs of the regulation for a facility are less than one percent of annual revenues.
EPA does not expect the rule to result in an adverse impact to a significant number of small entities, since the rule is expected to result in net cost savings.
EmploymeNt Impact Analysis
Executive Order 13777 directs federal agencies to consider a range of issues regarding the characteristics and impacts of regulations, including the effect of regulations on jobs (Executive Order 13777, 2017). Employment impacts of environmental regulations include a mix of potential declines and gains in different sectors of the economy over time. Impacts on employment can vary according to labor market conditions and may differ across occupations, industries, and regions. Isolating employment impacts of regulation is difficult as they are a challenge to disentangle from employment impacts caused by a plethora of ongoing concurrent economic changes.
Ideally, EPA would conduct a quantitative assessment of these impacts, but insufficient data are available to quantify changes in employment associated with the rule. This EA therefore presents a qualitative assessment of the rule's potential employment impacts.
EPA expects that the proposed rule may result in competing employment effects. The rule is likely to reduce expenditures on labor for PCB extraction testing, which may decrease employment, all else equal. However, the reduction in expenditures on PCB extraction testing may result in a marginal reduction in the prices charged by these firms for the goods and services that they produce. To the extent that prices charged by these firms decline, demand for their products may increase and they may therefore demand additional labor. EPA also expects the other provisions in the proposed rule to result in competing employment impacts. It is unclear which of the two employment effects is more significant, but EPA expects the net employment impact of all provisions in the proposed rule to be negligible.
Unfunded Mandates
This action does not contain an unfunded mandate of $100 million or more as described in UMRA, 2 U.S.C. 1531 - 1538, and does not significantly or uniquely affect small governments. EPA estimates that the proposed rule would result in net annual cost savings of between $4.3 and $9.1 million, assuming a seven percent discount rate. As a result, EPA expects that the rule would not result in annual expenditures exceeding $100 million annually and therefore would not be subject to requirements of Section 202 of UMRA as listed above.
Federalism
This action does not have federalism implications. It will not have substantial direct effects on the states, on the relationship between the national government and the states, or on the distribution of power and responsibilities among the various levels of government.
Tribal Governments
This action does not have tribal implications as specified in Executive Order 13175 (65 FR 67249, November 9, 2000) because the action is expected to result in net cost savings and otherwise is not expected to result in any adverse impacts on tribal entities. Thus, Executive Order 13132 does not apply to this rule.
Energy ImPacts
THIS ACTION IS NOT A "SIGNIFICANT ENERGY ACTION" UNDER EXECUTIVE ORDER 13211, "ACTIONS CONCERNING REGULATIONS THAT AFFECT ENERGY SUPPLY, DISTRIBUTION, OR USE" (MAY 18, 2001) BECAUSE IT IS NOT LIKELY TO HAVE A SIGNIFICANT ADVERSE EFFECT ON THE SUPPLY, DISTRIBUTION OR use of energy. The proposed rule would not directly regulate energy production or consumption and is expected to result in net cost savings.
Environmental Justice
EPA believes that this action does not have disproportionately high and adverse health or environmental effects on minority populations, low-income populations and/or indigenous peoples, as specified in Executive Order 12898 (59 FR 7629, February 16, 1994). In fact, this action is expected to benefit these populations.
Generally, the proposed rule would modernize the PCB regulations, making it easier and more affordable to clean up contaminated sites, while continuing to ensure that the requirements remain protective of health and the environment. Underserved, disadvantaged, and overburdened communities are expected to benefit from quicker, more cost-effective, compliant cleanups under the proposed rule. For example, adding explicit cleanup provisions under §761.61(b), including the requirements to notify EPA and follow specific sampling protocols, would provide additional assurance that sites are properly remediated and enable compliance and enforcement. Furthermore, flexibility for emergency situations would allow the Agency to work collaboratively with responsible parties to quickly respond to releases of PCBs caused by natural disasters and other emergency situations, which often disproportionately impact such communities.
None of the provisions in the proposed rule are expected to have a negative impact on the health or environmental quality of any communities.
Children's Health Protection
This action is not subject to Executive Order 13045 (62 FR. 19885, April 23, 1997) because it is not an economically significant regulatory action as defined by Executive Order 12866. In addition, because the rule would not increase risk related to exposure to hazardous materials, the Agency does not believe the environmental health or safety risks addressed by this action present a disproportionate risk to children.
Joint iMpacts of Rules
Some laboratories may already have the requisite equipment to conduct extractions under the methods proposed by the rule because of compliance with other EPA regulations.  In these cases, the laboratories would not need to purchase new equipment and the estimated cost savings presented in this document would represent an underestimate of cost savings related to the proposed rule.
NATIONAL TECHNOLOGY TRANSFER AND ADVANCEMENT ACT (NTTAA)
The NTTAA requires federal agencies to use technical standards developed or adopted by voluntary consensus standards bodies if compliance would not be inconsistent with applicable law or otherwise impracticable and consult with voluntary, private sector, consensus standards bodies and shall, when such participation is in the public interest and is compatible with agency and departmental missions, authorities, priorities, and budget resources, participate in the development of technical standards.
EPA is relying on voluntary consensus standards developed by ASTM and already in use in the laboratory testing sector, which is consistent with the National Technology Transfer and Advancement Act (NTTAA). Additionally, EPA has consulted with potentially impacted laboratories.