[Federal Register Volume 74, Number 80 (Tuesday, April 28, 2009)]
[Notices]
[Pages 19242-19247]
[FR Doc No: E9-9576]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 28700; File No. 813-00274]

William Blair & Company, L.L.C. and Wilblairco II, L.L.C.; Notice
of Application

April 22, 2009.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order under sections 6(b) and 6(e)
of the Investment Company Act of 1940 (the ``Act'') granting an
exemption from all provisions of the Act, except section 9 and sections
36 through 53 of the Act and the rules and regulations under those
sections. With respect to sections 17 and 30 of the Act, and the rules
and regulations thereunder, and rule 38a-1 under the Act, the exemption
is limited as set forth in the application.

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Summary of Application: Applicants request an order to exempt certain
limited partnerships and other investment vehicles formed for the
benefit of eligible employees of William Blair & Company, L.L.C.
(``Blair'') and its affiliates from certain provisions of the Act. Each
limited partnership or other investment vehicle will be an ``employees'
securities company'' within the meaning of section 2(a)(13) of the Act.

Applicants: Blair and Wilblairco II, L.L.C. (the ``Initial Company'').

Filing Dates: The application was filed on June 8, 2000, and amended on
March 11, 2004, May 15, 2007, January 25, 2008, May 27, 2008 and April
10, 2009.

Hearing or Notification of Hearing: An order granting the application
will be issued unless the Commission orders a hearing. Interested
persons may request a hearing by writing to the Commission's Secretary
and serving applicants with a copy of the request, personally or by
mail. Hearing requests should be received by the Commission by 5:30
p.m. on May 19, 2009, and should be accompanied by proof of service on
applicants, in the form of an affidavit or, for lawyers, a certificate
of service. Hearing requests should state the nature of the writer's
interest, the reason for the request, and the issues contested. Persons
who wish to be notified of a hearing may request notification by
writing to the Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street, NE., Washington, DC 20549-1090; Applicants, 222 West Adams
Street, Chicago, Illinois 60606.

Information Contact: Laura J. Riegel, Senior Counsel, at (202) 551-
6873, or Julia Kim Gilmer, Branch Chief, at<PHONE_NUMBER> (Division of
Investment Management, Office of Investment Company Regulation).

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

Applicants' Representations

    1. Blair, a Delaware limited liability company, is an investment
firm that offers investment banking, equity research, institutional
banking, institutional and private brokerage, asset management and
private capital to various clients. Blair and its ``affiliates,'' as
defined in rule 12b-2 under the Securities Exchange Act of 1934
(``Exchange Act''), are referred to collectively as ``WB Group'' and
individually as a ``WB Entity.''
    2. The Initial Company is a Delaware limited liability company.
Blair may form in the future other investment vehicles identical in all
material respects to the Initial Fund (other than specific investment
terms, investment objectives and strategies and form of organization)
(together with the Initial Company, the ``Companies''). Interests in a
Company (``Interests'') will be offered without registration in
reliance on section 4(2) of the Securities Act of 1933 (the ``1933
Act'') or Regulation D under the 1933 Act, and will be issued in one or
more designated series, each of which may correspond to a Company's
investment in a particular transaction, collective investment vehicle
or other investment opportunity (each, a ``Series''). Each Company will
be organized as a limited partnership or other investment vehicle. Each
Company and Series will be an ``employees' security company'' within
the meaning of section 2(a)(13) of the Act.
    3. Each Company will operate as a closed-end management investment
company. Applicants state that they anticipate that each Company will
operate as a non-diversified vehicle. The Companies are intended to
provide investment opportunities to Eligible Employees (as defined
below) that are competitive with those at other financial services
firms and to facilitate the recruitment and retention of high caliber
professionals. All investors in a Company are ``Members.''

    4. Each Company will have a general partner, manager or other
similar entity (a ``Manager'') that is a WB Entity that will manage,
operate and control such Company. The Manager of a Company will be
registered as an investment adviser under the Investment Advisers Act
of 1940 (the ``Advisers Act'') or exempt from such registration. Blair,
the Manager of the Initial Company, is registered as an investment
adviser under the Advisers Act. The Manager will be permitted to
delegate certain of its responsibilities regarding the acquisition,
management and disposition of Company investments, or other management
responsibilities, to a WB Entity or to a principal, member, employee,
executive, officer or director of one or more WB Entities, or to a
committee of principals, members, employees, executives, officers or
directors of one or more WB Entities (each such committee, a ``Manager
Committee''). The ultimate responsibility for a Company's operations
will remain with the Manager. The Manager may be entitled to receive a
performance-based fee (a ``carried interest'') in addition to any
amount allocable to the Manager's capital contribution.\1\
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    \1\ A ``carried interest'' is an allocation to the Manager based
on the net gains of an investment program. A Manager that is
registered under the Advisers Act may charge a carried interest only
if permitted by rule 205-3 under the Advisers Act. Any carried
interest paid to a Manager that is not registered under the Advisers
Act will be structured to comply with section 205(b)(3) of the
Advisers Act as if the Company were a business development company
as defined in the Advisers Act.
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    5. Interests in a Company or any Series will be sold only to
``Qualified Participants'' (as defined below). Prior to offering
Interests to a Qualified Participant, a Manager must reasonably believe
that the Qualified Participant will be capable of understanding and
evaluating the merits and risks of participation in a Company or any
Series and that each such individual is able to bear the economic risk
of such participation and afford a complete loss of his or her
investment.
    6. ``Qualified Participants'' are (a) current key principals,
members, employees, executives, officers and directors of the WB Group
(collectively, ``Eligible Employees''), (b) spouses, parents, children,
spouses of children, brothers, sisters and grandchildren of Eligible
Employees (``Eligible Family Members'' and, together with Eligible
Employees, ``Eligible Individuals''), (c) trusts or other investment
vehicles established solely for the benefit of Eligible Employees or
Eligible Family Members (``Eligible Investment Vehicles''), and (d) WB
Entities. Each Eligible Employee and Eligible Family Member will be an
``accredited investor'' under rule 501(a)(5) or rule 501(a)(6) of
Regulation D (``Accredited Investor''), except that a maximum of 35
Eligible Employees per Series who are sophisticated investors but who
are not Accredited Investors may become Members if each of them falls
into one of the following two categories: (A) Eligible Employees who
(i) have a graduate degree in business, law or accounting, (ii) have a
minimum of three years of consulting, investment management, investment
banking, financial services, legal or similar business experience, and
(iii) had reportable income from all sources (including any profit
shares or bonus) of $100,000 in each of the two most recent years
immediately preceding the Eligible Employee's admission as a Member and
have a reasonable expectation of income from all sources of at least
$140,000 in each year in which the Eligible Employee will be committed
to make investments in the Series; or (B) Eligible Employees who are
``knowledgeable employees,'' as defined in rule 3c-5 of the Act, of the
Company (with the Company treated as though it were a ``covered
company'' for purposes of the rule). An Eligible Employee who is
described in category (A) above will not be permitted to invest in any
year more than 10% of his or her income from all sources for the
immediately preceding year in the aggregate in a Company or relevant
Series of a Company and in all other Companies in which that investor
has previously invested.
    7. An Eligible Individual may purchase an Interest through an
Eligible Investment Vehicle only if either (i) the investment vehicle
is an ``accredited investor,'' as defined in rule 501(a) of Regulation
D under the 1933 Act, or (ii) the Eligible Employee is the settlor \2\
and principal investment decision-maker with respect to the investment
vehicle. Any Eligible Investment Vehicles that is not an accredited
investor will be counted in accordance with Regulation D under the 1933
Act toward the 35 non-accredited investor limit discussed above. A WB
Entity that acquires an Interest in a Company will be an ``accredited
investor'' as defined in rule 501(a) of Regulation D under the 1933
Act.
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    \2\ If the Eligible Investment Vehicle is an entity other than a
trust, the term ``settlor'' will be read to mean a person who
created the Eligible Investment Vehicle, alone or together with
others, and contributed funds to such vehicle.
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    8. The terms of a Company will be fully disclosed to the Qualified
Participants at the time they are offered the right to subscribe for
Interests, at which time they will be furnished with a copy of the
private placement memorandum, the operating agreement (except with
respect to Qualified Participants that are already Members of the
Company and are subscribing for Interests in a Series thereof) and the
operative documents of the relevant Series of a Company. A Manager will
send to a Company's Members an audited financial statement with respect
to those Series in which the Member held Interests as soon as
practicable after the end of the Company's fiscal year. In addition,
the Manager will send a report to each person who was a Member at any
time during the fiscal year then ended setting forth the tax
information necessary for the preparation by the person of his, her or
its federal and state income tax returns.
    9. Except for certain involuntary transfers resulting from the
death or incapacity of a Member, Interests in the Companies will be
non-transferable except with the express consent of the Manager and
then only to Qualified Participants. No sales load or similar fee of
any kind will be charged in connection with the sale of Interests.
    10. The operating agreement of the Initial Company will provide
that the company may have the right, but not the obligation, to
purchase all or any portion of the Interests of a Member who ceases to
be or is not, a current principal, member, employee, executive officer,
or director of a WB Entity for any reason, including but not limited
to, death, bankruptcy, becoming permanently disabled, removal or
termination (with or without cause), withdrawal, or resignation
(``Terminated Member''). Other Companies may offer Interests with
repurchase rights. The Manager of a Company may repurchase Interests
for cash, in-kind or a combination of both. With respect to cash
repurchases, the Manager will pay the fair market value, as defined in
the application, of any repurchased Interests as of the time the
affected Member is deemed to be a Terminated Member.
    11. The investment objectives and policies of the Companies will be
disclosed to Qualified Participants when Interests are offered, and may
vary among the Companies. The Companies may invest directly or through
investment pools (including registered investment companies and
companies that rely on section 3(c)(1) or section 3(c)(7) of the
Act).\3\ A Company may

make investments side-by-side with a WB Entity or a Third Party Fund
(as defined below) in investment funds or accounts collectively
organized for the primary benefit of investors who are not affiliated
with the WB Group and over which a WB Entity exercises investment
discretion (``Third Party Funds'').
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    \3\ Applicants are not requesting any exemption from any
provision of the Act or any rule thereunder that may govern the
eligibility of a Company or Series to invest in an entity relying on
section 3(c)(1) or 3(c)(7) of the Act or any such entity's status
under the Act.
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    12. If a WB Entity makes a loan to a Company, the loan would bear
interest at a rate no less favorable to the Company than the rate that
could be obtained on an arm's length basis. A Company will not borrow
from any person if the borrowing would cause any person not named in
section 2(a)(13) of the Act to own securities of the Company (other
than short-term paper). Any borrowing by a Company will be non-recourse
to the Members.
    13. A Company will not acquire any security issued by a registered
investment company if, immediately after the acquisition, the Company
will own in the aggregate more than 3% of the outstanding voting stock
of the registered investment company.

Applicants' Legal Analysis

    1. Section 6(b) of the Act provides, in part, that the Commission
will exempt employees' securities companies from the provisions of the
Act to the extent that the exemption is consistent with the protection
of investors. Section 6(b) provides that the Commission will consider,
in determining the provisions of the Act from which the company should
be exempt, the company's form of organization and capital structure,
the persons owning and controlling its securities, the price of the
company's securities and the amount of any sales load, how the
company's funds are invested, and the relationship between the company
and the issuers of the securities in which it invests. Section 2(a)(13)
defines an employees' securities company, in relevant part, as any
investment company all of whose securities (other than short-term
paper) are beneficially owned (a) by current or former employees, or
persons on retainer, of one or more affiliated employers, (b) by
immediate family members of such persons, or (c) by such employer or
employers together with any of the persons in (a) or (b).
    2. Section 7 of the Act generally prohibits investment companies
that are not registered under section 8 of the Act from selling or
redeeming their securities. Section 6(e) of the Act provides that, in
connection with any order exempting an investment company from any
provision of section 7, certain provisions of the Act, as specified by
the Commission, will be applicable to the company and other persons
dealing with the company as though the company were registered under
the Act. Applicants request an order under sections 6(b) and 6(e) of
the Act exempting the Companies from all provisions of the Act, except
section 9 and sections 36 through 53 of the Act and the rules and
regulations under those sections. With respect to sections 17 and 30 of
the Act, and the rules and regulations thereunder, and rule 38a-1 under
the Act, the exemption is limited as set forth in the application.
    3. Section 17(a) generally prohibits any affiliated person of a
registered investment company, or any affiliated person of an
affiliated person, acting as principal, from knowingly selling or
purchasing any security or other property to or from the company.
Applicants request an exemption from section 17(a) to permit: (A) A WB
Entity or a Third Party Fund (or any affiliated person of a WB Entity
or a Third Party Fund), acting as principal, to engage in any
transaction directly or indirectly with any Company or any company
controlled by such Company; (b) a Company to invest in or engage in any
transaction with any entity, acting as principal (i) in which such
Company, any company controlled by such Company or any WB Entity or
Third Party Fund has invested or will invest, or (ii) with which such
Company, any company controlled by such Company or any WB Entity or
Third Party Fund is or will otherwise become affiliated; and (c) a
Third Party Investor, acting as principal, to engage in any transaction
directly or indirectly with a Company or any company controlled by such
Company. The term ``Third Party Investor'' refers to any person or
entity that is not a WB Entity or affiliated with the WB Group and is a
partner or other investor from a Third Party Fund.
    4. Applicants submit that an exemption from section 17(a) is
consistent with the purposes of the Companies and the protection of
investors. Applicants state that the Members in each Company will be
informed of the possible extent of such Company's dealings with the WB
Group. Applicants also state that, as professionals employed in the
financial services businesses, the Members will be able to understand
and evaluate the attendant risks. Applicants assert that the community
of interest among the Members in each Company and the WB Group will
serve to reduce the risk of abuse.
    5. Section 17(d) of the Act and rule 17d-1 under the Act prohibit
any affiliated person of a registered investment company, or any
affiliated person of such person, acting as principal, from
participating in any joint arrangement with the company unless
authorized by the Commission. Applicants request relief to permit
affiliated persons of each Company, or affiliated persons of any of
these persons to participate in, or effect any transaction in
connection with, any joint enterprise or other joint arrangement or
profit-sharing plan in which the Company or a company controlled by
such Company is a participant.
    6. Applicants assert that compliance with section 17(d) would cause
a Company to forego investment opportunities simply because the
Members, the Manager or any other affiliated person of the Company (or
any affiliate of such a person) had made a similar investment.
Applicants also submit that the types of investment opportunities
considered by a Company often require each participant to make
available funds in an amount that may be substantially greater than may
be available to such Company alone. Applicants contend that, as a
result, the only way in which a Company may be able to participate in
such opportunities may be to co-invest with other persons, including
its affiliates. Applicants note that each Company will be primarily
organized for the benefit of Eligible Employees as an incentive for
them to remain with the WB Group and for the generation and maintenance
of goodwill. Applicants assert that the flexibility to structure co-
investments and joint investments in the context of employees'
securities companies will not involve abuses of the type section 17(d)
and rule 17d-1 were designed to prevent.
    7. Co-investments with a Third Party Fund will not be subject to
condition 3 below. Applicants believe it is important that the
interests of the Third Party Fund take priority over the interests of
the Companies, and that the Third Party Fund not be burdened or
otherwise affected by activities of the Companies. In addition,
applicants assert that the relationship of a Company to a Third Party
Fund is fundamentally different from such Company's relationship to the
WB Group. Applicants contend that the focus of, and the rationale for,
the protections contained in the requested relief are to protect the
Companies from any overreaching by the WB Group in the employer/
employee context, whereas the same concerns are not

present with respect to the Companies vis-[agrave]-vis the investors of
a Third Party Fund.
    8. Section 17(e) of the Act and rule 17e-1 under the Act limit the
compensation an affiliated person may receive when acting as agent or
broker for a registered investment company. Applicants request an
exemption from section 17(e) to permit a WB Entity including the
Manager), acting as an agent or broker, to receive placement fees,
advisory fees, or other compensation from a Company in connection with
the purchase or sale by the Company of securities, provided that such
placement fees, advisory fees or other compensation can be deemed
``usual and customary.'' Applicants state that for purposes of the
application, fees or other compensation that are charged or received by
a WB Entity will be deemed ``usual and customary'' only if (a) the
Company is purchasing or selling securities alongside other
unaffiliated third parties, including Third Party Funds, (b) the fees
or other compensation being charged to the Company are also being
charged to the unaffiliated third parties, including Third Party Funds,
and (c) the amount of securities being purchased or sold by the Company
does not exceed 50% of the total amount of securities being purchased
or sold by the Company and the unaffiliated third parties, including
Third Party Funds. Applicants assert that, because the WB Group does
not wish to appear to be favoring the Companies, compliance with
section 17(e) would prevent a Company from participating in
transactions where the Company is being charged lower fees than
unaffiliated third parties. Applicants assert that the fees or other
compensation paid by a Company to a WB Entity are those established at
arm's length with unaffiliated third parties.
    9. Rule 17e-1(b) under the Act requires that a majority of
directors who are not ``interested persons'' (as defined in section
2(a)(19) of the Act) take actions and make approvals regarding
commissions, fees, or other remuneration. Rule 17e-1(c) under the Act
requires each Company to comply with the fund governance standards
defined in rule 0-1(a)(7) under the Act. Applicants request an
exemption from rule 17e-1 to permit each Company to comply with the
rule without having a majority of the members of the governing body of
the Manager or, the Manager Committee, as applicable, who are not
interested persons take actions and make determinations as set forth in
paragraph (b) of the rule, and without having to satisfy the standards
as required by paragraph (c) of the rule. Applicants state that because
all the members of the governing body of the Manager of a Company or,
the Manager Committee, as applicable, will be affiliated persons,
without the relief requested, a Company could not comply with rule 17e-
1. Applicants state that each Company will comply with rule 17e-1 by
having a majority of the members of the governing body of the Manager
take such actions and make such approvals as are set forth in rule 17e-
1. Applicants state that each Company will comply with all other
requirements of rule 17e-1.
    10. Section 17(f) of the Act designates the entities that may act
as investment company custodians, and rule 17f-1 under the Act imposes
certain requirements when the custodian is a member of a national
securities exchange. Applicants request an exemption from section 17(f)
and rule 17f-1 to permit a WB Entity to act as custodian without a
written contract. Applicants also request an exemption from the rule
17f-1(b)(4) requirement that an independent accountant periodically
verify the assets held by the custodian. Applicants state that, given
the community of interest of all the parties involved and the existing
requirement for an independent audit, compliance with this requirement
would be unnecessary. Each Company will otherwise comply with all the
provisions of rule 17f-1.
    11. Applicants also request an exemption from rule 17f-2 to permit
the following exceptions from the requirements of rule 17f-2: (A) A
Company's investments may be kept in the locked files of the Manager
for purposes of paragraph (b) of the rule; (b) for purposes of
paragraph (d) of the rule, (i) employees of the Manager will be deemed
to be employees of the Companies, (ii) officers or managers of the
Manager of a Company will be deemed to be officers of the Company, and
(iii) the Manager or, where applicable, the Manager Committee, of a
Company will be deemed to be the board of directors of the Company; and
(c) in place of the verification procedure under paragraph (f) of the
rule, verification will be effected quarterly by two employees of the
Manager. With respect to certain Companies, applicants expect that many
of their investments will be evidenced only by partnership agreements,
participation agreements or similar documents, rather than by
negotiable certificates that could be misappropriated. Applicants
believe that these instruments are most suitably kept in the files of
the Manager, where they can be referred to as necessary.
    12. Section 17(g) of the Act and rule 17g-1 under the Act generally
require the bonding of officers and employees of a registered
investment company who have access to its securities or funds. Rule
17g-1 requires that a majority of directors who are not interested
persons take certain actions and give certain approvals relating to
fidelity bonding. Applicants state that, because the Manager of each
Company, or the Manager Committee, as applicable, will be interested
persons, a Company could not comply with rule 17g-1 without the
requested relief. Specifically, each Company will comply with rule 17g-
1 by having the Manager of the Company, or the Manager Committee, as
applicable, take such actions and make such approvals as are set forth
in rule 17g-1. Applicants also request an exemption from the
requirements of paragraph (g) of rule 17g-1 (relating to the filing of
copies of fidelity bonds and related information with the Commission
and the provision of notices to the board of directors), paragraph (h)
of rule 17g-1 (relating to the appointment of a person to make the
filings and provide the notices required by paragraph (g)), and an
exemption from the requirements of paragraph (j)(3) of rule 17g-1 that
the Companies comply with the fund governance standards defined in rule
0-1(a)(7). Applicants state that each Company will comply with all
other requirements of rule 17g-1.
    13. Section 17(j) of the Act and paragraph (b) of rule 17j-1 under
the Act make it unlawful for certain enumerated persons to engage in
fraudulent or deceptive practices in connection with the purchase or
sale of a security held or to be acquired by a registered investment
company. Rule 17j-1 also requires that every registered investment
company adopt a written code of ethics and that every access person of
a registered investment company report personal securities
transactions. Applicants request an exemption from the provisions of
rule 17j-1, except for the anti-fraud provisions of paragraph (b),
because they are unnecessarily burdensome as applied to the Companies.
    14. Applicants request an exemption from the requirements in
sections 30(a), 30(b), and 30(e) of the Act, and the rules under those
sections, that registered investment companies prepare and file with
the Commission and mail to their shareholders certain periodic reports
and financial statements. Applicants contend that the forms prescribed
by the Commission for periodic reports have little relevance to the
Companies and would entail administrative and legal

costs that outweigh any benefit to the Members. Applicants request
exemptive relief to the extent necessary to permit each Company to
report annually to its Members. Applicants also request an exemption
from section 30(h) of the Act to the extent necessary to exempt the
Manager of each Company, members of the Manager, and any other persons
who may be deemed to be members of a Manager Committee for a Company
from filing Forms 3, 4, and 5 under section 16(a) of the Exchange Act
with respect to their ownership of Interests in the Company. Applicants
assert that, because there will be no trading market and the transfers
of Interests will be severely restricted, these filings are unnecessary
for the protection of investors and burdensome to those required to
make them.
    15. Rule 38a-1 requires investment companies to adopt, implement
and periodically review written policies reasonably designed to prevent
violation of the federal securities law and to appoint a chief
compliance officer. Each Company will comply with rule 38a-1(a), (c)
and (d), except that (a) because the Company does not have a board of
directors, the governing body of the Manager of each Company will
fulfill the responsibilities assigned to the Company's board of
directors under the rule, (b) since the governing body of the Manager
does not have any disinterested members, approval by a majority of
disinterested board members required by rule 38a-1 will not be
obtained, and (c) because the governing body of the Manager does not
have any disinterested members, the Company will comply with the
requirement in rule 38a-1(a)(4)(iv) that the chief compliance officer
meet with the independent board members by having the chief compliance
officer meet with the governing body of the Manager as constituted.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will
be subject to the following conditions:
    1. Each proposed transaction to which a Company is a party
otherwise prohibited by section 17(a) or section 17(d) of the Act and
rule 17d-1 under the Act (the ``Section 17 Transactions'') will be
effected only if the Manager determines that: (a) The terms of the
Section 17 Transaction, including the consideration to be paid or
received, are fair and reasonable to the Members of the Company and do
not involve overreaching of the Company or its Members on the part of
any person concerned and (b) the Section 17 Transaction is consistent
with the interests of the Members, the Company's organizational
documents and the Company's reports to its Members.
    In addition, the Manager of the Company will record and preserve a
description of all Section 17 Transactions, the Manager's findings, the
information or materials upon which the findings are based and the
basis therefor. All such records will be maintained for the life of the
Company and at least six years thereafter and will subject to
examination by the Commission and its staff. All such records will be
maintained in an easily accessible place for at least the first two
years.
    2. The Manager of each Company will adopt, and periodically review
and update, procedures designed to ensure that reasonable inquiry is
made, prior to the consummation of any Section 17 Transaction, with
respect to the possible involvement in the transaction of any
affiliated person or promoter of or principal underwriter for the
Company, or any affiliated person of such person, promoter or principal
underwriter.
    3. The Manager of each Company will not invest the funds of the
Company in any investment in which an ``Affiliated Co-Investor'' (as
defined below) has acquired or proposes to acquire the same class of
securities of the same issuer and where the investment involves a joint
enterprise or other joint arrangement within the meaning of rule 17d-1
in which the Company and the Affiliated Co-Investor are participants,
unless any such Affiliated Co-Investor, prior to disposing of all or
part of its investment, (a) gives the Manager sufficient, but not less
than one day's notice of its intent to dispose of its investment, and
(b) refrains from disposing of its investment unless the Company has
the opportunity to dispose of its investment prior to or concurrently
with, on the same terms as, and on a pro rata basis with, the
Affiliated Co-Investor. The term ``Affiliated Co-Investor'' with
respect to any Company means any person who is: (A) An ``affiliated
person'' (as defined in section 2(a)(3) of the Act) of the Company
(other than a Third Party Fund); (b) a WB Entity; (c) an officer,
director or employee of the WB Group; (d) an investment vehicle
offered, sponsored or managed by a WB Entity (other than a Third Party
Fund); or (e) an entity (other than a Third Party Fund) in which a WB
Entity acts as a general partner or has a similar capacity to control
the sale or other disposition of the entity's securities. The
restrictions contained in this condition, however, shall not be deemed
to limit or prevent the disposition of an investment by an Affiliated
Co-Investor: (a) To its direct or indirect wholly owned subsidiary, to
any company (a ``Parent'') of which the Affiliated Co-Investor is a
direct or indirect wholly-owned subsidiary or to a direct or indirect
wholly-owned subsidiary of its Parent; (b) to immediate family members
of the Affiliated Co-Investor or a trust or other investment vehicle
established for any such family member; or (c) when the investment is
comprised of securities that are (i) listed on a national securities
exchange registered under section 6 of the Exchange Act; (ii) NMS
stocks, pursuant to section 11A(a)(2) of the Exchange Act and rule
600(a) of Regulation NMS thereunder; (iii) government securities as
defined in section 2(a)(16) of the Act, or (iv) listed or traded on any
foreign securities exchange or board of trade that satisfies regulatory
requirements under the law of the jurisdiction in which such foreign
securities exchange or board of trade is organized similar to those
that apply to a national securities exchange or a national market
system for securities.
    4. Each Company and its Manager will maintain and preserve, for the
life of each such Company and at least six years thereafter, such
accounts, books, and other documents constituting the record forming
the basis for the audited financial statements that are to be provided
to the Members of such Company, and each annual report of the Company
required to be sent to the Members, and agree that all such records
will be subject to examination by the Commission and its staff. Each
Company will preserve the accounts, books and other documents required
to be maintained in an easily accessible place for the first two years.
    5. The Manager of each Company will send to each Member having an
Interest in the Company at any time during the fiscal year then ended,
audited financial statements with respect to those Series in which the
Member held Interests. At the end of each fiscal year, the Manager will
make or cause to be made a valuation of all of the assets of the
Company as of such fiscal year end in a manner consistent with
customary practice with respect to the valuation of assets of the kind
held by the Company. In addition, within 120 days after the end of each
fiscal year of the Company, if possible, or as soon as practicable
thereafter, the Manager will send a report to each person who was a
Member at any time during the fiscal year then ended, setting forth
such tax information as shall be necessary for the preparation by the
Member of his, her or its federal and state income tax returns and a
report of the investment

activities of the Company during that fiscal year.
    6. If any purchase or sale is made by a Company from or to an
entity affiliated with the Company by reason of an officer, director or
employee of a WB Entity (a) serving as an officer, director, general
partner or investment adviser to the entity, or (b) having a 5% or more
interest in the entity, such individual will not participate in the
Manager's determination of whether or not to effect the purchase or
sale.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Elizabeth M. Murphy,
Secretary.
[FR Doc. E9-9576 Filed 4-27-09; 8:45 am]
BILLING CODE 8010-01-P


[Federal Register: May 6, 2008 (Volume 73, Number 88)]
[Proposed Rules]
[Page 24887-24889]
[DOCID:fr06my08-24]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 39

[Docket No. FAA-2008-0497; Directorate Identifier 2007-NM-096-AD]
RIN 2120-AA64

Airworthiness Directives; McDonnell Douglas Model DC-8-61, DC-8-
61F, DC-8-63, DC-8-63F, DC-8-71F, and DC-8-73F Airplanes

AGENCY: Federal Aviation Administration (FAA), Department of
Transportation (DOT).

ACTION: Notice of proposed rulemaking (NPRM).

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SUMMARY: The FAA proposes to adopt a new airworthiness directive (AD)
for certain McDonnell Douglas Model DC-8-61, DC-8-61F, DC-8-63, DC-8-
63F, DC-8-71F, and DC-8-73F airplanes. For certain airplanes, this
proposed AD would require non-destructive testing (NDT) to detect
cracks of the door jamb corners of the forward and aft service doors,
and doing applicable related investigative and corrective actions. For
certain other airplanes, this proposed AD would require inspecting and
repairing if necessary or replacing previously repaired door jamb
corners with an applicable repair. This proposed AD results from
reports of numerous cases of cracks in the skin at the door jamb
corners of the forward and aft service doors. We are proposing this AD
to detect and correct fatigue cracking of door jamb corners of the
forward and aft service doors, which could adversely affect the
structural integrity of the airplane.

DATES: We must receive comments on this proposed AD by June 20, 2008.

ADDRESSES: You may send comments by any of the following methods:
     Federal eRulemaking Portal: Go to http://
www.regulations.gov. Follow the instructions for submitting comments.
     Fax:<PHONE_NUMBER>.
     Mail: U.S. Department of Transportation, Docket
Operations, M-30, West Building Ground Floor, Room W12-140, 1200 New
Jersey Avenue, SE., Washington, DC 20590.
     Hand Delivery: U.S. Department of Transportation, Docket
Operations, M-30, West Building Ground Floor, Room W12-140, 1200 New
Jersey Avenue, SE., Washington, DC 20590, between 9 a.m. and 5 p.m.,
Monday through Friday, except Federal holidays.
    For service information identified in this AD, contact Boeing
Commercial Airplanes, Long Beach Division, 3855 Lakewood Boulevard,
Long Beach, California 90846, Attention: Data and Service Management,
Dept. C1-L5A (D800-0024).

Examining the AD Docket

    You may examine the AD docket on the Internet at http://
www.regulations.gov; or in person at the Docket Management Facility
between 9 a.m. and 5 p.m., Monday through Friday, except Federal
holidays. The AD docket contains this proposed AD, the regulatory
evaluation, any comments received, and other information. The street
address for the Docket Office (telephone<PHONE_NUMBER>) is in the
ADDRESSES section. Comments will be available in the AD docket shortly
after receipt.

FOR FURTHER INFORMATION CONTACT: Jon Mowery, Aerospace Engineer,
Airframe Branch, ANM-120L, FAA, Los Angeles Aircraft Certification
Office, 3960 Paramount Boulevard, Lakewood, California 90712-4137;
telephone<PHONE_NUMBER>; fax<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Comments Invited

    We invite you to send any written relevant data, views, or
arguments about this proposed AD. Send your comments to an address
listed under the ADDRESSES section. Include ``Docket No. FAA-2008-0497;
Directorate Identifier 2007-NM-096-AD'' at the beginning of your
comments. We specifically invite comments on the overall regulatory,
economic, environmental, and energy aspects of this proposed AD. We
will consider all comments received by the closing date and may amend
this proposed AD because of those comments.
    We will post all comments we receive, without change, to http://
www.regulations.gov, including any personal information you provide. We
will also post a report summarizing each substantive verbal contact we
receive about this proposed AD.

Discussion

    We have received reports of numerous cases of cracks found in the
skin at the door jamb corners of forward and aft service doors, on
certain McDonnell Douglas Model DC-8-61, DC-8-61F, DC-8-63, DC-8-63F,
DC-8-71F, and DC-8-73F airplanes. Investigation revealed that cracks
were caused by metal fatigue. Fatigue cracking of door jamb corners of
the forward and aft service doors, if not detected and corrected, could
adversely affect the structural integrity of the airplane.

Relevant Service Information

    We have reviewed Boeing Alert Service Bulletin DC8-53A082, dated
February 6, 2007. For certain airplanes, the service bulletin describes
doing initial non-destructive testing (NDT) to detect cracks of the
door jamb corners of the forward and aft service doors, and doing
applicable related investigative and corrective actions. The applicable
related investigative actions include repeating the NDT or doing
repetitive inspections of the repaired door jamb corners, as
applicable. The corrective actions include repairing the door jamb
corners, and contacting Boeing for certain instructions, as applicable.
For certain other airplanes, the service bulletin describes procedures
for contacting Boeing for repair or inspection instructions or
replacing previously repaired door jamb corners with an applicable
repair.
    The service bulletin specifies the following compliance times:
     For the initial NDT: Within 2,000 landings or 3 years,
whichever occurs first.
     For repetitive NDTs or inspections: Between 532 and 11,325
landings depending on the NDT/inspection method.
     For corrective actions: Before further flight or before
the repeat interval for the inspection method depending on the repair
condition.
    Accomplishing the actions specified in the service information is
intended to adequately address the unsafe condition.

FAA's Determination and Requirements of the Proposed AD

    We have evaluated all pertinent information and identified an
unsafe condition that is likely to exist or develop on other airplanes
of this same type design. For this reason, we are proposing this AD,
which would require accomplishing the actions specified in the service
information described previously, except as discussed under
``Differences Between the Proposed AD and Service Bulletin.''

Differences Between the Proposed AD and Service Bulletin

    Although the service bulletin recommends that operators of
airplanes identified as Group 1, Configuration 3, contact the
manufacturer for repeat inspection instructions, this proposed

AD would require operators to inspect and repair using a method
approved by the FAA.
    The service bulletin recommends that operators of airplanes
identified as Group 1, Configuration 4, contact the manufacturer for
instructions on how to repair certain conditions, but this proposed AD
would require repairing those conditions in one of the following ways:
     Using a method that we approve; or
     Using data that meet the certification basis of the
airplane, and that have been approved by an Authorized Representative
for the Boeing Commercial Airplanes Delegation Option Authorization
Organization whom we have authorized to make those findings.

Costs of Compliance

    There are about 299 airplanes of the affected design in the
worldwide fleet. This proposed AD would affect about 55 airplanes of
U.S. registry. The proposed testing would take about 1 work-hour per
airplane, at an average labor rate of $80 per work-hour. Based on these
figures, the estimated cost of the proposed AD for U.S. operators is
$4,400, or $80 per airplane, per testing cycle.

Authority for This Rulemaking

    Title 49 of the United States Code specifies the FAA's authority to
issue rules on aviation safety. Subtitle I, Section 106, describes the
authority of the FAA Administrator. Subtitle VII, Aviation Programs,
describes in more detail the scope of the Agency's authority.
    We are issuing this rulemaking under the authority described in
Subtitle VII, Part A, Subpart III, Section 44701, ``General
requirements.'' Under that section, Congress charges the FAA with
promoting safe flight of civil aircraft in air commerce by prescribing
regulations for practices, methods, and procedures the Administrator
finds necessary for safety in air commerce. This regulation is within
the scope of that authority because it addresses an unsafe condition
that is likely to exist or develop on products identified in this
rulemaking action.

Regulatory Findings

    We have determined that this proposed AD would not have federalism
implications under Executive Order 13132. This proposed AD would not
have a substantial direct effect 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.
    For the reasons discussed above, I certify that the proposed
regulation:
    1. Is not a ``significant regulatory action'' under Executive Order
12866;
    2. Is not a ``significant rule'' under the DOT Regulatory Policies
and Procedures (44 FR 11034, February 26, 1979); and
    3. Will not have a significant economic impact, positive or
negative, on a substantial number of small entities under the criteria
of the Regulatory Flexibility Act.
    We prepared a regulatory evaluation of the estimated costs to
comply with this proposed AD and placed it in the AD docket. See the
ADDRESSES section for a location to examine the regulatory evaluation.

List of Subjects in 14 CFR Part 39

    Air transportation, Aircraft, Aviation safety, Safety.

The Proposed Amendment

    Accordingly, under the authority delegated to me by the
Administrator, the FAA proposes to amend 14 CFR part 39 as follows:

PART 39--AIRWORTHINESS DIRECTIVES

    1. The authority citation for part 39 continues to read as follows:

    Authority: 49 U.S.C. 106(g), 40113, 44701.

Sec.  39.13  [Amended]

    2. The Federal Aviation Administration (FAA) amends Sec.  39.13 by
adding the following new airworthiness directive (AD):

McDonnell Douglas: Docket No. FAA-2008-0497; Directorate Identifier
2007-NM-096-AD.

Comments Due Date

    (a) The FAA must receive comments on this AD action by June 20,
2008.

Affected ADs

    (b) As specified in paragraph (g) of this AD, this AD affects
certain requirements of AD 93-01-15, amendment 39-8469.

Applicability

    (c) This AD applies to McDonnell Douglas Model DC-8-61, DC-8-
61F, DC-8-63, DC-8-63F, DC-8-71F, and DC-8-73F airplanes,
certificated in any category; as identified in Boeing Alert Service
Bulletin DC8-53A082, dated February 6, 2007.

Unsafe Condition

    (d) This AD results from reports of numerous cases of cracks in
the skin at the door jamb corners of forward and aft service doors.
We are issuing this AD to detect and correct fatigue cracking of
door jamb corners of the forward and aft service doors, which could
adversely affect the structural integrity of the airplane.

Compliance

    (e) You are responsible for having the actions required by this
AD performed within the compliance times specified, unless the
actions have already been done.

Testing, Inspecting, Repairing, and Related Investigative and
Corrective Actions

    (f) At the applicable compliance time and repeat intervals
listed in Tables 1 through 5 inclusive of paragraph 1.E.,
``Compliance,'' of Boeing Alert Service Bulletin DC8-53A082, dated
February 6, 2007; except where the service bulletin specifies a
compliance time after the date on the service bulletin, this AD
requires compliance within the specified compliance time after the
effective date of this AD: Do the actions specified in paragraph
(f)(1), (f)(2), or (f)(3) of this AD, as applicable.
    (1) For airplanes identified as Group 1, Configurations 1 and 2,
in the service bulletin: Do the testing and related investigative
and corrective actions by accomplishing all the applicable actions
specified in the Accomplishment Instructions of the service
bulletin.
    (2) For airplanes identified as Group 1, Configuration 3, in the
service bulletin: Inspect and repair discrepancies in accordance
with a method approved by the Manager, Los Angeles Aircraft
Certification Office (ACO), FAA.
    (3) For airplanes identified as Group 1, Configuration 4, in the
service bulletin: Do the actions specified in paragraph (f)(3)(i) or
(f)(3)(ii) of this AD.
    (i) Repair door jamb corners of the service door using a method
approved in accordance with the procedures specified in paragraph
(h) of this AD.
    (ii) Replace the previously repaired door jamb corners with an
applicable repair in accordance with the Accomplishment Instructions
of the service bulletin.

Compliance With Certain Requirements of AD 93-01-15

    (g) Accomplishment of the applicable actions required by
paragraph (f) of this AD constitutes compliance with certain
requirements of AD 93-01-15, as it pertains to the affected areas of
principal structural elements 53.08.039 and 53.08.040 of McDonnell
Douglas DC-8 Supplemental Inspection Document, dated December 1985.

Alternative Methods of Compliance (AMOCs)

    (h)(1) The Manager, Los Angeles ACO has the authority to approve
AMOCs for this AD, if requested in accordance with the procedures
found in 14 CFR 39.19.
    (2) To request a different method of compliance or a different
compliance time for this AD, follow the procedures in 14 CFR 39.19.
Before using any approved AMOC on any airplane to which the AMOC
applies, notify your appropriate principal inspector (PI) in the FAA
Flight Standards District Office (FSDO), or lacking a PI, your local
FSDO.
    (3) An AMOC that provides an acceptable level of safety may be
used for any repair required by this AD, if it is approved by an
Authorized Representative for the Boeing

Commercial Airplanes Delegation Option Authorization Organization
who has been authorized by the Manager, Los Angeles ACO, to make
those findings. For a repair method to be approved, the repair must
meet the certification basis of the airplane and 14 CFR 25.571,
Amendment 45, and the approval must specifically refer to this AD.

    Issued in Renton, Washington, on April 23, 2008.
Ali Bahrami,
Manager, Transport Airplane Directorate, Aircraft Certification
Service.
[FR Doc. E8-9883 Filed 5-5-08; 8:45 am]

BILLING CODE 4910-13-P


[Federal Register: May 9, 2008 (Volume 73, Number 91)]
[Notices]
[Page 26382-26383]
[DOCID:fr09my08-50]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. 785-018]

Consumers Energy Company; Notice of Application Tendered for
Filing With the Commission, Soliciting Additional Study Requests, and
Establishing Procedural Schedule for Relicensing and a Deadline for
Submission of Final Amendments

May 2, 2008.
    Take notice that the following hydroelectric application has been
filed with the Commission and is available for public inspection.
    a. Type of Application: New License.
    b. Project No.: 785-018.
    c. Date Filed: April 4, 2008.
    d. Applicant: Consumers Energy Company.
    e. Name of Project: Calkins Bridge Hydroelectric Project.
    f. Location: On the Kalamazoo River in Allegan County, Michigan.
The project does not occupy federal lands.
    g. Filed Pursuant to: Federal Power Act 16 U.S.C. 791 (a)-825(r).
    h. Applicant Contact: James R. Coddington, Consumers Energy
Company, One Energy Plaza, Jackson, MI 49201,<PHONE_NUMBER>.
    i. FERC Contact: Timothy Konnert,<PHONE_NUMBER> or
<EMAIL_ADDRESS>    j. Cooperating agencies: We are asking Federal, state, and local
agencies and Indian tribes with jurisdiction and/or special expertise
with respect to environmental issues to cooperate with us in the
preparation of the environmental document. Agencies who would like to
request cooperating status should follow the instructions for filing
comments described in item l below.
    k. Pursuant to section 4.32(b)(7) of 18 CFR of the Commission's
regulations, if any resource agency, Indian Tribe, or person believes
that an additional scientific study should be conducted in order to
form an adequate factual basis for a complete analysis of the
application on its merit, the resource agency, Indian Tribe, or person
must file a request for a study with the Commission not later than 60
days from the date of filing of the application, and serve a copy of
the request on the applicant.
    l. Deadline for filing additional study requests and requests for
cooperating agency status: June 3, 2008.
    All documents (original and eight copies) should be filed with:
Kimberly D. Bose, Secretary, Federal Energy Regulatory Commission, 888
First Street, NE., Washington, DC 20426.
    Additional study requests and requests for cooperating agency
status may be filed electronically via the Internet in lieu of paper.
The Commission strongly encourages electronic filings. See 18 CFR
385.2001(a)(1)(iii) and the instructions on the Commission's Web site
(http://www.ferc.gov) under the ``eFiling'' link.
    m. This application is not ready for environmental analysis at this
time.
    n. The existing Calkins Bridge Project consists of a 42-foot-high,
1,330-foot-long dam, consisting of 1,100 feet of earth embankment and a
230-foot concrete integral powerhouse-spillway section, creating an
8.5-mile-long, 1,550 acre reservoir with a normal water surface
elevation of 615.0 feet msl, a powerhouse containing three generating
units with a total installed capacity of 2,550 kW, and appurtenant
facilities.
    o. A copy of the application is available for review at the
Commission in the Public Reference Room or may be viewed on the
Commission's Web site 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. For assistance, contact FERC Online Support at
<EMAIL_ADDRESS>or toll-free at 1-866-208-3676, or for TTY,
(202) 502-8659. A copy is also available for inspection and
reproduction at the address in item h above.
    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,
contact FERC Online Support.
    p. With this notice, we are initiating consultation with the
Michigan State Historic Preservation Officer (SHPO), as required by
section 106, National Historic Preservation Act, and the regulations of
the Advisory Council on Historic Preservation, 36 CFR 800.4.
    q. Procedural schedule and final amendments: The application will
be processed according to the following Hydro Licensing Schedule.
Revisions to the schedule will be made as appropriate. The Commission
staff proposes to issue one environmental assessment rather than issue
a draft and final EA. Comments, terms and conditions, recommendations,
prescriptions, and reply comments, if any, will be addressed in an EA.
Staff intends to give at least 30 days for entities to comment on the
EA, and will take into consideration all comments received on the EA
before final action is taken on the license application.

Issue Acceptance or Deficiency Letter--June 2008
Issue Scoping Document--November 2008
Notice of application is ready for environmental analysis--March 2009
Notice of the availability of the EA--September 2009

    Final amendments to the application must be filed with the
Commission no later than 30 days from the issuance date of the notice
of ready for environmental analysis.

Kimberly D. Bose,
Secretary.
 [FR Doc. E8-10305 Filed 5-8-08; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register Volume 81, Number 58 (Friday, March 25, 2016)]
[Notices]
[Page 16168]
[FR Doc No: 2016-06774]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Notice of Commission Staff Attendance

    The Federal Energy Regulatory Commission (Commission) hereby gives
notice that members of the Commission's staff may attend the following
meeting related to the transmission planning activities of the
Southeastern Regional Transmission Planning (SERTP) Process.
    The SERTP Process First Quarter Meeting.

March 24, 2016 10:00 a.m.-1:00 p.m. (Central Time)

    The above-referenced meeting will be via web conference.
    The above-referenced meeting is open to stakeholders.
    Further information may be found at: www.southeasternrtp.com.
    The discussions at the meeting described above may address matters
at issue in the following proceedings:
    Docket Nos. ER13-1928, et al., Duke Energy Carolinas, LLC, et al.
    Docket Nos. ER13-1923, et al., Midcontinent Independent System
Operator, Inc., et al.
    Docket No. EL15-32, North Carolina Waste Awareness and Reduction
Network, Inc. v. Duke Energy Carolinas and Duke Energy Progress
    For more information, contact Valerie Martin, Office of Energy
Market Regulation, Federal Energy Regulatory Commission at (202) 502-
6139 or<EMAIL_ADDRESS>
    Dated: March 18, 2016.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2016-06774 Filed 3-24-16; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 83, Number 18 (Friday, January 26, 2018)]
[Notices]
[Pages 3842-3845]
[FR Doc No: 2018-01418]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82564; File No. SR-NASDAQ-2017-123]

Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Order
Granting Approval of a Proposed Rule Change, as Modified by Amendment
No. 1, To List and Trade Shares of the Causeway International Value
NextSharesTM and the Causeway Global Value
NextSharesTM Under Nasdaq Rule 5745

January 22, 2018.

I. Introduction

    On November 28, 2017, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to list and trade common shares (``Shares'') of
the Causeway International Value NextSharesTM
(``International Value NextShares'') and the Causeway Global Value
NextSharesTM (``Global Value NextShares'') (each, a
``Fund,'' and collectively, the ``Funds'') under Nasdaq Rule 5745. The
proposed rule change was published for comment in the Federal Register
on December 15, 2017.\3\ On January 4, 2018, the Exchange filed
Amendment No. 1 to the proposed rule change, which replaced and
superseded the original filing.\4\ The Commission received no comments
on the proposed rule change. This order grants approval of the proposed
rule change, as modified by Amendment No. 1.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 82290 (December 11,
2017), 82 FR 59687.
    \4\ In Amendment No. 1, the Exchange: (a) Clarified the
investments of the Funds; (b) stated that it will obtain a
representation from the issuer of the Shares that the Funds' net
asset value (``NAV'') will be made available to all market
participants at the same time; and (c) made other technical, non-
substantive changes in the proposed rule change. Amendment No. 1 is
available at: https://www.sec.gov/comments/sr-nasdaq-2017-123/nasdaq2017123-2872828-161765.pdf. Because Amendment No. 1 does not
materially alter the substance of the proposed rule change or raise
unique or novel regulatory issues, Amendment No. 1 is not subject to
notice and comment.
---------------------------------------------------------------------------

II. Exchange's Description of the Proposed Rule Change, as Modified by
Amendment No. 1

    The Exchange proposes to list and trade the Shares of the Funds
under Nasdaq Rule 5745, which governs the listing and trading of
Exchange-Traded Managed Fund Shares, as defined in Nasdaq Rule
5745(c)(1). Each Fund is a series of the Causeway ETMF Trust
(``Trust''). The Exchange represents that the Trust is registered with
the Commission as an open-end investment company and that it has filed
a registration statement on Form N-1A (``Registration Statement'') with
the Commission with respect to the Funds.\5\
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    \5\ See initial Registration Statement on Form N-1A for Causeway
ETMF Trust dated September 20, 2017 (File Nos. 333-220536 and 811-
23294). According to the Exchange, the Commission has issued an
order granting the Trust and certain affiliates exemptive relief
under the Investment Company Act of 1940 (``1940 Act''). See
Investment Company Act Release No. 32485 (February 22, 2017) (File
No. 812-14729). In compliance with Nasdaq Rule 5745(b)(5), which
applies to Shares based on an international or global portfolio, the
Trust's application for exemptive relief under the 1940 Act states
that the Trust will comply with the federal securities laws in
accepting securities for deposits and satisfying redemptions with
securities, including that the securities accepted for deposits and
the securities used to satisfy redemption requests are sold in
transactions that would be exempt from registration under the
Securities Act of 1933, as amended.
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    Causeway Capital Management LLC (``Adviser'') will be the adviser
to the Funds. SEI Investments Distribution Co. (``SIDCO'') will be the
principal underwriter and distributor of each Fund's Shares; SEI
Investments Global Funds Services, Inc. will act as the administrator
and accounting agent to each Fund; The Bank of New York Mellon will act
as transfer agent and custodian to the Funds; and ICE Data Indices, LLC
will calculate intraday indicative values (``IIVs'') for each Fund.
    The Exchange has made the following representations and statements
in describing the Funds.\6\ According to the Exchange, each Fund will
be actively managed and will pursue the principal investment strategies
described below.\7\
---------------------------------------------------------------------------

    \6\ The Commission notes that additional information regarding
the Trust, the Funds, and the Shares, including investment
strategies, risks, creation and redemption procedures, calculation
of NAV, fees, distributions, and taxes, among other things, can be
found in Amendment No. 1 and the Registration Statement, as
applicable. See supra notes 4 and 5, respectively.
    \7\ According to the Exchange, additional information regarding
the Funds will be available on a free public website for the Funds
(www.causewayfunds.com, which may contain links for certain
information to www.nextshares.com) and in the Registration Statement
for the Funds.
---------------------------------------------------------------------------

A. Principal Investment Strategies

International Value NextShares
    The investment objective of the International Value NextShares is
to seek long-term growth of capital and income. Under normal market
conditions, the International Value NextShares will invest primarily in
equity securities of companies in developed countries outside the U.S.
Normally, the International Value NextShares will invest at least 80%
of its total assets in equity securities of companies in a number of
foreign countries and normally will invest the majority of its total
assets in equity securities of companies that pay dividends or
repurchase their shares. The International Value NextShares may invest
in equity securities of companies in emerging (less developed) markets.
The International Value NextShares considers a country to be an
emerging market if the country is included in the MSCI Emerging Markets
Index. The International Value NextShares may invest in equity
securities of companies of any market capitalization, and will not be
required to invest a minimum amount and will not be limited to
investing a maximum amount in any particular country.
Global Value NextShares
    The investment objective of the Global Value NextShares is to seek
long-term growth of capital and income. Under normal market conditions,
the Global Value NextShares will invest primarily in equity securities
of companies in developed and emerging or frontier countries outside
the U.S. and of companies in the U.S. Normally, the Global Value
NextShares will invest the majority of its total assets in equity
securities of companies that pay dividends or repurchase their shares.
Under normal circumstances, the Global Value NextShares will invest at
least 40% of its total assets in a number of countries outside the U.S.
The Global Value NextShares may invest in equity securities of
companies in emerging (less developed) markets. The Global Value
NextShares considers a country to be an emerging market if the country
is included in the MSCI Emerging Markets Index. The Global Value
NextShares may also invest in equity securities of companies in
frontier markets. The Global Value NextShares considers a country to be
a frontier market if the country is classified by MSCI, based on a
country's economic development, size, liquidity and market
accessibility, as a frontier market. The Global Value NextShares may
invest in equity securities of companies of any market capitalization,
and will not be required to invest a minimum amount and will not be
limited to investing a maximum amount in any particular country.

B. Portfolio Disclosure and Composition File

    Consistent with the disclosure requirements that apply to
traditional open-end investment companies, a

complete list of current portfolio positions for each Fund will be made
available at least once each calendar quarter, with a reporting lag of
not more than 60 days. A Fund may provide more frequent disclosures of
portfolio positions at its discretion.
    As defined in Nasdaq Rule 5745(c)(3), the Composition File is the
specified portfolio of securities and/or cash that a Fund will accept
as a deposit in issuing a creation unit of Shares, and the specified
portfolio of securities and/or cash that a Fund will deliver in a
redemption of a creation unit of Shares. The Composition File will be
disseminated through the National Securities Clearing Corporation once
each business day before the open of trading in Shares on such day and
also will be made available to the public each day on a free public
website.\8\ Because each Fund seeks to preserve the confidentiality of
its current portfolio trading program, a Fund's Composition File
generally will not be a pro rata reflection of the Fund's investment
positions. Each security included in the Composition File will be a
current holding of the relevant Fund, but the Composition File
generally will not include all of the securities in that Fund's
portfolio or match the weightings of the included securities in the
portfolio. Securities that the Adviser is in the process of acquiring
for a Fund generally will not be represented in the Fund's Composition
File until the purchase has been completed. Similarly, securities that
are held in a Fund's portfolio but are in the process of being sold may
not be removed from its Composition File until the sale is
substantially completed. To the extent that a Fund creates or redeems
Shares in kind, it will use cash amounts to supplement the in-kind
transactions to the extent necessary to ensure that creation units are
purchased and redeemed at NAV. The Composition File also may consist
entirely of cash, in which case it will not include any of the
securities in a Fund's portfolio.
---------------------------------------------------------------------------

    \8\ The Exchange represents that the free public website
containing the Composition File will be www.nextshares.com.
---------------------------------------------------------------------------

C. IIV

    An estimated value of an individual Share, defined in Nasdaq Rule
5745(c)(2) as the IIV, will be calculated and disseminated at intervals
of not more than 15 minutes throughout the Regular Market Session \9\
when Shares trade on the Exchange. The Exchange will obtain a
representation from the issuer of the Shares that the IIV for each Fund
will be calculated on an intraday basis and provided to Nasdaq for
dissemination via the Nasdaq Global Index Service. The IIV for each
Fund will be based on current information regarding the value of the
securities and other assets held by a Fund.\10\ The purpose of the IIV
for each Fund is to enable investors to estimate the next-determined
NAV so they can determine the number of Shares to buy or sell if they
want to transact in an approximate dollar amount.\11\
---------------------------------------------------------------------------

    \9\ See Nasdaq Rule 4120(b)(4) (describing the three trading
sessions on the Exchange: (1) Pre-Market Session from 4:00 a.m. to
9:30 a.m. Eastern Time (``E.T.''); (2) Regular Market Session from
9:30 a.m. to 4:00 p.m. or 4:15 p.m. E.T.; and (3) Post-Market
Session from 4:00 p.m. or 4:15 p.m. to 8:00 p.m. E.T.).
    \10\ The IIVs for each Fund disseminated throughout each trading
day would be based on the same portfolio as used to calculate that
day's NAV. A Fund will reflect purchases and sales of portfolio
positions in its NAV the next business day after trades are
executed.
    \11\ In NAV-Based Trading (as referenced herein), prices of
executed trades are not determined until the reference NAV is
calculated, so buyers and sellers of Shares during the trading day
will not know the final value of their purchases and sales until the
end of the trading day. The Exchange represents that the
Registration Statement, the Funds' free public website, and any
advertising or marketing materials will include prominent disclosure
of this fact. The Exchange states that although the IIV for a Fund
may provide useful estimates of the value of intraday trades, it
cannot be used to calculate with precision the dollar value of the
Shares to be bought or sold.
---------------------------------------------------------------------------

D. NAV-Based Trading

    Because Shares will be listed and traded on the Exchange, Shares
will be available for purchase and sale on an intraday basis. Shares
will be purchased and sold in the secondary market at prices directly
linked to a Fund's next-determined NAV using a trading protocol called
``NAV-Based Trading.'' All bids, offers, and execution prices of Shares
will be expressed as a premium/discount (which may be zero) to a Fund's
next-determined NAV (e.g., NAV-$0.01, NAV+$0.01).\12\ A Fund's NAV will
be determined daily (on each day the New York Stock Exchange is open
for trading), as of 4:00 p.m. E.T. Trade executions will be binding at
the time orders are matched on Nasdaq's facilities, with the
transaction prices contingent upon the determination of NAV. The
Exchange represents that all Shares listed on the Exchange will have a
unique identifier associated with their ticker symbols, which will
indicate that the Shares are traded using NAV-Based Trading.
---------------------------------------------------------------------------

    \12\ According to the Exchange, the premium or discount to NAV
at which Share prices are quoted and transactions are executed will
vary depending on market factors, including the balance of supply
and demand for Shares among investors, transaction fees, and other
costs in connection with creating and redeeming creation units of
Shares, the cost and availability of borrowing Shares, competition
among market makers, the Share inventory positions and inventory
strategies of market makers, the profitability requirements and
business objectives of market makers, and the volume of Share
trading.
---------------------------------------------------------------------------

    According to the Exchange, member firms will utilize certain
existing order types and interfaces to transmit Share bids and offers
to Nasdaq, which will process Share trades like trades in shares of
other listed securities.\13\ In the systems used to transmit and
process transactions in Shares, a Fund's next-determined NAV will be
represented by a proxy price (e.g., 100.00) and a premium/discount of a
stated amount to the next-determined NAV will be represented by the
same increment/decrement from the proxy price used to denote NAV (e.g.,
NAV-$0.01 would be represented as 99.99; NAV+$0.01 as 100.01).
---------------------------------------------------------------------------

    \13\ According to the Exchange, all orders to buy or sell Shares
that are not executed on the day the order is submitted will be
automatically cancelled as of the close of trading on that day.
Prior to the commencement of trading in a Fund, the Exchange will
inform its members in an Information Circular of the effect of this
characteristic on existing order types.
---------------------------------------------------------------------------

    To avoid potential investor confusion, the Exchange represents that
it will work with member firms and providers of market data services to
seek to ensure that representations of intraday bids, offers, and
execution prices of Shares that are made available to the investing
public follow the ``NAV-$0.01/NAV+$0.01'' (or similar) display format.
Nasdaq makes available to member firms and market data services certain
proprietary data feeds that are designed to supplement the market
information disseminated through the consolidated tape (``Consolidated
Tape''). Specifically, the Exchange will use the Nasdaq Basic and
Nasdaq Last Sale data feeds to disseminate intraday price and quote
data for Shares in real time in the ``NAV-$0.01/NAV+$0.01'' (or
similar) display format. Member firms may use the Nasdaq Basic and
Nasdaq Last Sale data feeds to source intraday Share prices for
presentation to the investing public in the ``NAV-$0.01/NAV+$0.01'' (or
similar) display format.
    Alternatively, member firms may source intraday Share prices in
proxy price format from the Consolidated Tape and other Nasdaq data
feeds (e.g., Nasdaq TotalView and Nasdaq Level 2) and use a simple
algorithm to convert prices into the ``NAV-$0.01/NAV+$0.01'' (or
similar) display format. Prior to the commencement of trading in a
Fund, the Exchange will inform its members in an Information Circular
of the identities of the specific Nasdaq data

feeds from which intraday Share prices in proxy price format may be
obtained.

III. Discussion and Commission Findings

    After careful review, the Commission finds that the Exchange's
proposal to list and trade the Shares is consistent with the Act and
the rules and regulations thereunder applicable to a national
securities exchange.\14\ In particular, the Commission finds that the
proposed rule change, as modified by Amendment No. 1, is consistent
with Section 6(b)(5) of the Act,\15\ which requires, among other
things, that the Exchange's rules be designed 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 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.
---------------------------------------------------------------------------

    \14\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
    \15\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Shares will conform to the initial and continued listing
criteria applicable to Exchange-Traded Managed Fund Shares set forth in
Nasdaq Rule 5745. A minimum of 50,000 Shares for each Fund and no less
than two creation units of each Fund will be outstanding at the
commencement of trading on the Exchange.
    The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities. Every order to trade
Shares of a Fund is subject to the proxy price protection threshold of
plus/minus $1.00, which determines the lower and upper thresholds for
the life of the order and provides that the order will be cancelled at
any point if it exceeds $101.00 or falls below $99.00.\16\ With certain
exceptions, each order also must contain the applicable order
attributes, including routing instructions and time-in-force
information, as described in Nasdaq Rule 4703.\17\
---------------------------------------------------------------------------

    \16\ See Nasdaq Rule 5745(g).
    \17\ See Nasdaq Rule 5745(b)(6).
---------------------------------------------------------------------------

    The Exchange represents that trading in the Shares will be subject
to the existing trading surveillances, administered by both Nasdaq and
the Financial Industry Regulatory Authority, Inc. (``FINRA'') on behalf
of the Exchange, which are designed to detect violations of Exchange
rules and applicable federal securities laws.\18\ The Exchange
represents that these surveillance procedures are adequate to properly
monitor trading of Shares on the Exchange and to deter and detect
violations of Exchange rules and applicable federal securities laws.
FINRA, on behalf of the Exchange, will communicate as needed with, and
may obtain information from, other markets and other entities that are
members of the Intermarket Surveillance Group (``ISG'') regarding
trading in the Shares, and in exchange-traded securities and
instruments held by a Fund (to the extent those exchange-traded
securities and instruments are known through the publication of the
Composition File and periodic public disclosures of a Fund's portfolio
holdings). In addition, the Exchange may obtain information regarding
trading in the Shares, and in exchange-traded securities and
instruments held by a Fund (to the extent those exchange-traded
securities and instruments are known through the publication of the
Composition File and periodic public disclosures of a Fund's portfolio
holdings), from markets and other entities that are members of ISG, or
with which the Exchange has in place a comprehensive surveillance
sharing agreement.
---------------------------------------------------------------------------

    \18\ The Exchange states that FINRA provides surveillance of
trading on the Exchange pursuant to a regulatory services agreement
and that the Exchange is responsible for FINRA's performance under
this regulatory services agreement.
---------------------------------------------------------------------------

    Prior to the commencement of trading in a Fund, the Exchange will
inform its members in an Information Circular of the special
characteristics and risks associated with trading the Shares of each
Fund. Specifically, the Information Circular will discuss the
following: (a) The procedures for purchases and redemptions of Shares
in creation units (and that Shares are not individually redeemable);
(b) Nasdaq Rule 2111A, which imposes suitability obligations on Nasdaq
members with respect to recommending transactions in the Shares to
customers; (c) how information regarding the IIV and Composition File
is disseminated; (d) the requirement that members deliver a prospectus
to investors purchasing Shares prior to or concurrently with the
confirmation of a transaction; and (e) information regarding NAV-Based
Trading protocols.
    The Information Circular also will identify the specific Nasdaq
data feeds from which intraday Share prices in proxy price format may
be obtained. As noted above, all orders to buy or sell Shares that are
not executed on the day the order is submitted will be automatically
cancelled as of the close of trading on that day, and the Information
Circular will discuss the effect of this characteristic on existing
order types. In addition, Nasdaq intends to provide its members with a
detailed explanation of NAV-Based Trading through a Trader Alert issued
prior to the commencement of trading in Shares on the Exchange.
    The Exchange represents that the Adviser is not a registered
broker-dealer and is not affiliated with a broker-dealer, and that
personnel who make decisions on a Fund's portfolio composition must be
subject to procedures designed to prevent the use and dissemination of
material non-public information regarding the portfolio.\19\ In the
event that (a) the Adviser registers as a broker-dealer or becomes
newly affiliated with a broker-dealer, or (b) any new adviser or sub-
adviser to a Fund is a registered broker-dealer or is affiliated with a
broker-dealer, such adviser or sub-adviser will implement and will
maintain a fire wall with respect to its relevant personnel and/or such
broker-dealer affiliate, as applicable, regarding access to information
concerning the composition of, and/or changes to, a Fund's portfolio
and will be subject to procedures designed to prevent the use and
dissemination of material non-public information regarding the
portfolio. The Reporting Authority \20\ will implement and maintain, or
will ensure that the Composition File will be subject to, procedures
designed to prevent the use and dissemination of material non-public
information regarding a Fund's portfolio positions and changes in the
positions. In addition, the Exchange represents that it has a general
policy prohibiting the distribution of material non-public information
by its employees.
---------------------------------------------------------------------------

    \19\ The Exchange also represents that an investment adviser to
an open-end fund is required to be registered under the Investment
Advisers Act of 1940.
    \20\ See Nasdaq Rule 5745(c)(4).
---------------------------------------------------------------------------

    The Commission finds that the proposal to list and trade the Shares
on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the
Act,\21\ which sets forth Congress's finding that it is in the public
interest and appropriate for the protection of investors and the
maintenance of fair and orderly markets to assure the availability to
brokers, dealers, and investors of information with respect to
quotations for, and transactions in, securities. Information regarding
NAV-Based Trading prices, best bids and offers for Shares, and volume
of Shares traded will be continuously available on a real-time

basis throughout each trading day on brokers' computer screens and
other electronic services. All bids and offers for Shares and all Share
trade executions will be reported intraday in real time by the Exchange
to the Consolidated Tape \22\ and separately disseminated to member
firms and market data services through Exchange data feeds.
---------------------------------------------------------------------------

    \21\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \22\ Due to systems limitations, the Consolidated Tape will
report intraday execution prices and quotes for Shares using a proxy
price format. Nasdaq has represented that it will separately report
real-time execution prices and quotes to member firms and providers
of market data services in the ``NAV-$0.01/NAV+$0.01'' (or similar)
display format, and will otherwise seek to ensure that
representations of intraday bids, offers, and execution prices for
Shares that are made available to the investing public follow the
same display format.
---------------------------------------------------------------------------

    The Commission notes that once a Fund's daily NAV has been
calculated and disseminated, Nasdaq will price each Share trade entered
into during the day at the relevant Fund's NAV plus/minus the trade's
executed premium/discount. Using the final trade price, each executed
Share trade will then be disseminated to member firms and market data
services via a File Transfer Protocol (``FTP'') file \23\ that will be
created for exchange-traded managed funds and will be confirmed to the
member firms participating in the trade to supplement the previously
provided information with final pricing.
---------------------------------------------------------------------------

    \23\ According to Nasdaq, FTP is a standard network protocol
used to transfer computer files on the internet. Nasdaq will arrange
for the daily dissemination of an FTP file with executed Share
trades to member firms and market data services.
---------------------------------------------------------------------------

    The Exchange will obtain a representation from the issuer of the
Shares that the NAV per Share will be calculated daily (on each day the
New York Stock Exchange is open for trading) and that the NAV will be
made available to all market participants at the same time and provided
to Nasdaq via the Mutual Fund Quotation Service (``MFQS'') by the fund
accounting agent. As soon as the NAV is entered into MFQS, Nasdaq will
disseminate the NAV to market participants and market data vendors via
the Mutual Fund Dissemination Service so that all firms will receive
the NAV per Share at the same time.
    The Exchange further represents that it may consider all relevant
factors in exercising its discretion to halt or suspend trading in the
Shares. The Exchange will halt trading in the Shares under the
conditions specified in Nasdaq Rules 4120 and 5745(d)(2)(D).
Additionally, Nasdaq may cease trading the Shares if other unusual
conditions or circumstances exist that, in the opinion of Nasdaq, make
further dealings on Nasdaq detrimental to the maintenance of a fair and
orderly market. To manage the risk of a non-regulatory Share trading
halt, Nasdaq has in place back-up processes and procedures to ensure
orderly trading.
    Prior to the commencement of market trading in the Shares, each
Fund will be required to establish and maintain a free public website
through which its current prospectus may be downloaded.\24\ The free
public website will include directly or through a link additional
information concerning the Funds updated on a daily basis, including
the prior business day's NAV, and the following trading information for
that business day expressed as premiums/discounts to NAV: (a) Intraday
high, low, average, and closing prices of Shares in Exchange trading;
(b) the midpoint of the highest bid and lowest offer prices as of the
close of Exchange trading, expressed as a premium/discount to NAV
(``Closing Bid/Ask Midpoint''); and (c) the spread between highest bid
and lowest offer prices as of the close of Exchange trading (``Closing
Bid/Ask Spread.'').\25\ The free public website will also contain
charts showing the frequency distribution and range of values of
trading prices, Closing Bid/Ask Midpoints, and Closing Bid/Ask Spreads
over time.
---------------------------------------------------------------------------

    \24\ The Exchange represents that the free public website
containing this information will be www.causewayfunds.com.
    \25\ The Exchange represents that the free public website
containing a Fund's NAV will be www.causewayfunds.com and all other
information listed will be made available on www.nextshares.com,
which can be accessed directly and via a link on
www.causewayfunds.com.
---------------------------------------------------------------------------

    The Exchange represents that all statements and representations
made in the filing regarding (a) the description of the portfolios or
reference assets, (b) limitations on portfolio holdings or reference
assets, (c) dissemination and availability of the reference asset or
intraday indicative values, or (d) the applicability of Exchange
listing rules shall constitute continued listing requirements for
listing the Shares on the Exchange. The issuer has represented to the
Exchange that it will advise the Exchange of any failure by either Fund
to comply with the continued listing requirements, and, pursuant to its
obligations under Section 19(g)(1) of the Act, the Exchange will
monitor for compliance with the continued listing requirements.\26\ If
a Fund is not in compliance with the applicable listing requirements,
the Exchange will commence delisting procedures under the Nasdaq 5800
Series.
---------------------------------------------------------------------------

    \26\ The Commission notes that certain proposals for the listing
and trading of exchange-traded products include a representation
that the exchange will ``surveil'' for compliance with the continued
listing requirements. See, e.g., Securities Exchange Act Release No.
77499 (April 1, 2016), 81 FR 20428, 20432 (April 7, 2016) (SR-BATS-
2016-04). In the context of this representation, it is the
Commission's view that ``monitor'' and ``surveil'' both mean ongoing
oversight of a fund's compliance with the continued listing
requirements. Therefore, the Commission does not view ``monitor'' as
a more or less stringent obligation than ``surveil'' with respect to
the continued listing requirements.
---------------------------------------------------------------------------

    This approval order is based on all of the Exchange's
representations, including those set forth above and in Amendment No.
1.\27\ In particular, the Commission notes that, although the Shares
will be available for purchase and sale on an intraday basis, the
Shares will be purchased and sold at prices directly linked to the
relevant Fund's next-determined NAV. Further, the Commission notes that
the Funds and the Shares must comply with the requirements of Nasdaq
Rule 5745 and the conditions set forth in this proposed rule change to
be listed and traded on the Exchange on an initial and continuing
basis.
---------------------------------------------------------------------------

    \27\ See supra note 4.
---------------------------------------------------------------------------

    For the foregoing reasons, the Commission finds that the proposed
rule change, as modified by Amendment No. 1, is consistent with Section
6(b)(5) \28\ and Section 11A(a)(1)(C)(iii) \29\ of the Act, and the
rules and regulations thereunder applicable to a national securities
exchange.
---------------------------------------------------------------------------

    \28\ 15 U.S.C. 78f(b)(5).
    \29\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
---------------------------------------------------------------------------

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\30\ that the proposed rule change (SR-NASDAQ-2017-123), as
modified by Amendment No. 1, be, and it hereby is, approved.
---------------------------------------------------------------------------

    \30\ 15 U.S.C. 78s(b)(2).
    \31\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\31\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-01418 Filed 1-25-18; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 88, Number 172 (Thursday, September 7, 2023)]
[Notices]
[Pages 61587-61588]
[FR Doc No: 2023-19301]

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

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings

    Take notice that the Commission has received the following Natural
Gas and Oil Pipeline Rate and Refund Report filings:

Filings Instituting Proceedings

    Docket Numbers: RP23-989-000.
    Applicants: TransColorado Gas Transmission Company LLC.
    Description: Sec.  4(d) Rate Filing: TC Quarterly FL&U Update
August 2023 to be effective 10/1/2023.
    Filed Date: 8/30/23.
    Accession Number: 20230830-5121.
    Comment Date: 5 p.m. ET 9/11/23.

    Docket Numbers: RP23-990-000.
    Applicants: Enable Mississippi River Transmission, LLC.
    Description: Sec.  4(d) Rate Filing: Amended NRA--Summit Utilities
to be effective 9/1/2023.
    Filed Date: 8/30/23.
    Accession Number: 20230830-5125.
    Comment Date: 5 p.m. ET 9/11/23.

    Docket Numbers: RP23-991-000.
    Applicants: Viking Gas Transmission Company.
    Description: Sec.  4(d) Rate Filing: Implementation of Electric
Power Cost Recovery Adjustment to be effective 11/1/2023.
    Filed Date: 8/31/23.
    Accession Number: 20230831-5000.
    Comment Date: 5 p.m. ET 9/12/23.

    Docket Numbers: RP23-992-000.
    Applicants: Alliance Pipeline L.P.
    Description: Sec.  4(d) Rate Filing: Negotiated Rates--Various Sept
1 2023 Releases to be effective 9/1/2023.
    Filed Date: 8/31/23.
    Accession Number: 20230831-5007.
    Comment Date: 5 p.m. ET 9/12/23.

    Docket Numbers: RP23-993-000.
    Applicants: Carolina Gas Transmission, LLC.
    Description: Compliance filing: CGT--2023 Penalty Revenue Crediting
Report to be effective N/A.
    Filed Date: 8/31/23.
    Accession Number: 20230831-5008.
    Comment Date: 5 p.m. ET 9/12/23.

    Docket Numbers: RP23-994-000.
    Applicants: Cove Point LNG, LP.
    Description: Sec.  4(d) Rate Filing: Cove Point--August 31, 2023
Administrative Changes to be effective 10/1/2023.
    Filed Date: 8/31/23.
    Accession Number: 20230831-5009.
    Comment Date: 5 pm ET 9/12/23.

    Docket Numbers: RP23-995-000.
    Applicants: Cove Point LNG, LP.
    Description: Compliance filing: Cove Point--2023 Revenue Crediting
Report to be effective N/A.
    Filed Date:8/31/23.
    Accession Number: 20230831-5010.
    Comment Date: 5 p.m. ET 9/12/23.

    Docket Numbers: RP23-996-000.
    Applicants: Eastern Gas Transmission and Storage, Inc.
    Description: Sec.  4(d) Rate Filing: EGTS--August 31, 2023
Negotiated Rate Agreements to be effective 9/1/2023.
    Filed Date: 8/31/23.
    Accession Number: 20230831-5011.
    Comment Date: 5 p.m. ET 9/12/23.

    Docket Numbers: RP23-998-000.
    Applicants: Texas Eastern Transmission, LP.
    Description: Sec.  4(d) Rate Filing: Negotiated Rates--Various
Releases eff 9-1-23 to be effective 9/1/2023.
    Filed Date: 8/31/23.
    Accession Number: 20230831-5012.
    Comment Date: 5 p.m. ET 9/12/23.

    Docket Numbers: RP23-999-000.
    Applicants: Northwest Pipeline LLC.
    Description: Sec.  4(d) Rate Filing: Non-Conforming Service
Agreement--Darigold, Inc. to be effective 10/1/2023.
    Filed Date: 8/31/23.
    Accession Number:20230831-5048.
    Comment Date:5 p.m. ET 9/12/23.

    Docket Numbers: RP23-1000-000.
    Applicants: Kern River Gas Transmission Company.
    Description: Sec.  4(d) Rate Filing: HDPP TSA Amendment to be
effective 9/1/2023.
    Filed Date: 8/31/23.
    Accession Number:20230831-5055.
    Comment Date: 5 p.m. ET 9/12/23.

    Docket Numbers: RP23-1001-000.
    Applicants: Colorado Interstate Gas Company, L.L.C.
    Description:Sec.  4(d) Rate Filing: Annual Fuel and LU True-up
Filing Aug 2023 to be effective 10/1/2023.
    Filed Date: 8/31/23.
    Accession Number:20230831-5057.
    Comment Date: 5 p.m. ET 9/12/23.

    Docket Numbers: RP23-1002-000.
    Applicants: WBI Energy Transmission, Inc.
    Description: Sec.  4(d) Rate Filing: 2023 Semi-Annual Fuel &
Electric Power Reimbursement Adjustment to be effective 10/1/2023.
    Filed Date: 8/31/23.
    Accession Number: 20230831-5061.
    Comment Date: 5 p.m. ET 9/12/23.

    Docket Numbers: RP23-1003-000.
    Applicants: Transcontinental Gas Pipe Line Company, LLC.
    Description: Sec.  4(d) Rate Filing: Negotiated Rates--Cherokee
AGL--Replacement Shippers--Sep 2023 to be effective 9/1/2023.
    Filed Date:8/31/23.
    Accession Number: 20230831-5062.

    Comment Date:5 p.m. ET 9/12/23.

    Docket Numbers: RP23-1004-000.
    Applicants: Columbia Gulf Transmission, LLC.
    Description: Compliance filing: CGT Cashout Report 2023 to be
effective N/A.
    Filed Date: 8/31/23.
    Accession Number: 20230831-5064.
    Comment Date:5 p.m. ET 9/12/23.

    Docket Numbers:RP23-1005-000.
    Applicants: Algonquin Gas Transmission, LLC.
    Description: Sec.  4(d) Rate Filing: Negotiated Rates--Various
Releases eff 9-1-23 to be effective 9/1/2023.
    Filed Date: 8/31/23.
    Accession Number: 20230831-5068.
    Comment Date: 5 p.m. ET 9/12/23.

    Docket Numbers: RP23-1006-000.
    Applicants:MoGas Pipeline LLC.
    Description: Sec.  4(d) Rate Filing: MoGas Pipeline Annual Fuel
Tracker Filing to be effective 10/1/2023.
    Filed Date: 8/31/23.
    Accession Number: 20230831-5075.
    Comment Date: 5 p.m. ET 9/12/23.

    Docket Numbers: RP23-1007-000.
    Applicants: Equitrans, L.P.
    Description: Sec.  4(d) Rate Filing: Remove Expired Negotiated Rate
Agreements--9/1/2023 to be effective 9/1/2023.
    Filed Date:8/31/23.
    Accession Number: 20230831-5102.
    Comment Date: 5 p.m. ET 9/12/23.

    Docket Numbers: RP23-1008-000.
    Applicants:Florida Gas Transmission Company, LLC.
    Description: Sec.  4(d) Rate Filing: Fuel Filing on 8-31-23 to be
effective 10/1/2023.
    Filed Date:8/31/23.
    Accession Number:20230831-5112.
    Comment Date: 5 p.m. ET 9/12/23.

    Docket Numbers: RP23-1009-000.
    Applicants: Northern Natural Gas Company.
    Description: Sec.  4(d) Rate Filing: 20230831 Negotiated Rate to be
effective 9/1/2023.
    Filed Date:8/31/23.
    Accession Number:20230831-5114.
    Comment Date: 5 p.m. ET 9/12/23.

    Any person desiring to intervene, to protest, or to answer a
complaint in any of the above proceedings must file in accordance with
Rules 211, 214, or 206 of the Commission's Regulations (18 CFR 385.211,
385.214, or 385.206) on or before 5:00 p.m. Eastern time on the

specified comment date. Protests may be considered, but intervention is
necessary to become a party to the proceeding.
    The filings are accessible in the Commission's eLibrary system
(https://elibrary.ferc.gov/idmws/search/fercgensearch.asp) by querying
the docket number.
    eFiling is encouraged. More detailed information relating to filing
requirements, interventions, protests, service, and qualifying
facilities filings can be found at: http://www.ferc.gov/docs-filing/efiling/filing-req.pdf. For other information, call<PHONE_NUMBER>
(toll free). For TTY, call<PHONE_NUMBER>.
    For other information, call<PHONE_NUMBER> (toll free). For TTY,
call<PHONE_NUMBER>. The Commission's Office of Public Participation
(OPP) supports meaningful public engagement and participation in
Commission proceedings. OPP can help members of the public, including
landowners, environmental justice communities, Tribal members and
others, access publicly available information and navigate Commission
processes. For public inquiries and assistance with making filings such
as interventions, comments, or requests for rehearing, the public is
encouraged to contact OPP at<PHONE_NUMBER> or [email protected].

    Dated: August 31, 2023.
Debbie-Anne A. Reese,
Deputy Secretary.
[FR Doc. 2023-19301 Filed 9-6-23; 8:45 am]
BILLING CODE 6717-01-P