                                 Attachment D:

40 CFR part 30: Grant Agreements with Institutions of Higher Education, Hospitals and other  non-profits, and 40 CFR part 31: Uniform Administrative Requirements for Grants and  Cooperative agreements to States and Local Governments, available on line at:  http://www.epa.gov/QUALITY/qa_cfrs.html


[Federal Register Volume 77, Number 160 (Friday, August 17, 2012)]
[Notices]
[Page 49848]
[FR Doc No: C1-2012-19356]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-67574; File No. SR-CBOE-2012-069]

Self-Regulatory Organizations; Chicago Board Options Exchange,
Incorporated; Notice of Filing and Immediate Effectiveness of Proposed
Rule Change Related to the Extension of the CBSX Individual Stock
Trading Pause Pilot Program

August 2, 2012.

Correction

    In notice document 2012-19356 appearing on pages 47450-47452 in the
issue of Wednesday, August 7, 2012, make the following correction:
    On page 47450, in the second column, the File No. is corrected to
read as set forth above.

[FR Doc. C1-2012-19356 Filed 8-16-12; 8:45 am]
BILLING CODE 1505-01-D


[Federal Register: August 25, 2009 (Volume 74, Number 163)]
[Notices]
[Page 42952-42955]
[DOCID:fr25au09-124]

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

DEPARTMENT OF TRANSPORTATION

Pipeline and Hazardous Materials Safety Administration

[Docket No. PHMSA-2009-0253; Notice No. 09-4]

Notice of Approval: Lithium Battery Shipping Descriptions

AGENCY: Pipeline and Hazardous Materials Safety Administration (PHMSA).

ACTION: Notice of approval.

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

SUMMARY: PHMSA is authorizing persons who offer lithium metal and
lithium ion cells and batteries for transportation in commerce, and
persons who transport lithium metal and lithium ion cells and batteries
in commerce, to describe those articles in the same manner as recently
adopted in international regulations. PHMSA will consider adopting
these alternate shipping descriptions into the Hazardous Materials
Regulations at a future date.

DATES: Effective Date: This notice of approval is effective August 25,
2009.

FOR FURTHER INFORMATION CONTACT: Donald Burger, Office of Hazardous
Materials Special Permits and Approvals, Pipeline and Hazardous
Materials Safety Administration, U.S. Department of Transportation,
East Building, 1200 New Jersey Avenue, SE., Washington, DC 20590-0001,
telephone<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

I. Background

    The Sec.  172.101 Hazardous Materials Table (HMT) in the Hazardous
Material Regulations (HMR; 49 CFR Parts 171-180) contains the following
entries for lithium batteries, which apply to both lithium metal
(primary; non-rechargeable) and lithium ion (secondary; rechargeable)
batteries:

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

----------------------------------------------------------------------------------------------------------------
Lithium battery.................................................               9          UN3090           PG II
Lithium batteries contained in equipment........................               9          UN3091           PG II
Lithium batteries packed with equipment.........................               9          UN3091           PG II
----------------------------------------------------------------------------------------------------------------

    In 2006, the United Nations Committee of Experts on the Transport
of Dangerous Goods adopted separate entries for lithium metal and
lithium ion batteries (see chart below) into the dangerous goods list
in the Fifteenth revised edition of the UN Recommendations on the
Transport of Dangerous Goods, in order to distinguish lithium metal
from lithium ion batteries. The International Civil Aviation
Organization (ICAO) and the International Maritime Organization
subsequently adopted these entries into their respective dangerous
goods lists.
    We did not adopt these new shipping descriptions for lithium
batteries in a final rule published January 14, 2009 under Dockets HM-
224D and HM-215J (74 FR 2200) harmonizing the HMR with recent changes
to international regulations because we had not proposed these changes
in the notice of proposed rulemaking (NPRM) (73 FR 44803; July 31,
2008). In response to comments to the NPRM that urged PHMSA to adopt
the separate entries for lithium metal and lithium ion batteries, we
noted that the HMR permit compliance with the ICAO Technical
Instructions for the Safe Transport of Dangerous Goods by Air
(Technical Instructions). Thus, the separate shipping descriptions for
lithium metal and lithium ion batteries may be used for air
transportation, both domestically and internationally, and for
transportation by motor vehicle and rail immediately before or after
being transported by aircraft. [74 FR 2207] We also stated we planned
to complete an assessment of the costs and benefits of further
restrictions and available alternatives before developing additional
lithium battery rulemaking proposals and therefore, PHMSA did not adopt
changes to the lithium battery requirements including the separate
shipping descriptions. [74 FR 2207]
    Since that time, we have concluded that assigning the same shipping
descriptions to both lithium metal and lithium ion batteries, which are
regulated differently based on differences in chemistry, functionality,
and behavior when exposed to a fire, causes significant problems in
acceptance procedures for carriers and may unnecessarily hinder or
delay the transportation of these products. While the HMR permit the
use of the ICAO Technical Instructions as well as the International
Maritime Dangerous Goods Code (IMDG Code) for domestic transportation
when a portion of the transportation is by aircraft or vessel,
subsequent domestic transportation of packages containing lithium
batteries remains difficult.
    PHMSA is currently working on a rulemaking intended to enhance the
safe transportation of lithium batteries. As part of this rulemaking,
we are considering adoption of the international shipping descriptions
for lithium metal and lithium ion batteries. To facilitate commerce,
however, PHMSA believes shippers should be

permitted to use the international lithium battery shipping
descriptions for the domestic transportation of lithium batteries even
though the shipping descriptions have not been adopted into the HMR.
    Section 172.101(l)(2) of the HMR permits alterations to the
shipping descriptions in the HMT with prior written approval of the
Associate Administrator for Hazardous Materials Safety. In accordance
with Sec.  172.101(l)(2), PHMSA is authorizing use of the lithium
battery shipping descriptions (i.e., the lithium battery hazardous
materials descriptions and UN identification numbers) that have been
adopted into dangerous goods lists in the international regulations as
alternatives to the lithium battery hazardous materials descriptions
and UN identification numbers currently authorized in the HMT,
effective as of the date of publication of this notice in the Federal
Register. For clarity, the following chart provides a comparative list
of the current shipping descriptions in the HMT and the corresponding
international shipping descriptions that may be used.

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

------------------------------------------------------------------------
         HMR Shipping Description   International Shipping
                                         Description
------------------------------------------------------------------------
Lithium battery...............     UN3090   Lithium ion           UN3480
                                             batteries
                                             including
                                             lithium ion
                                             polymer
                                             batteries.
                                ..........  Lithium metal         UN3090
                                             batteries
                                             including
                                             lithium alloy
                                             batteries.
Lithium batteries contained in     UN3091   Lithium ion           UN3481
 equipment.                                  batteries
                                             contained in
                                             equipment
                                             including
                                             lithium ion
                                             polymer
                                             batteries.
                                ..........  Lithium metal         UN3091
                                             batteries,
                                             contained in
                                             equipment
                                             including
                                             lithium alloy
                                             batteries.
Lithium batteries packed with      UN3091   Lithium ion           UN3481
 equipment.                                  batteries packed
                                             with equipment
                                             including
                                             lithium ion
                                             polymer
                                             batteries.
                                ..........  Lithium metal         UN3091
                                             batteries packed
                                             with equipment
                                             including
                                             lithium alloy
                                             batteries.
------------------------------------------------------------------------

II. Approval

Regulatory Authority

    Authority is granted under 49 CFR 172.101(l)(2) to persons who
offer lithium metal and lithium ion cells and batteries for
transportation in commerce, and persons who transport lithium metal and
lithium ion cells and batteries in commerce, to use the following
hazardous materials descriptions and UN identification numbers as
alternatives to the hazardous materials descriptions and UN
identification numbers set forth in the 49 CFR 172.101 Hazardous
Materials Table, as applicable:

Lithium ion batteries contained in equipment including            UN3481
 lithium ion polymer batteries...............................
Lithium ion batteries including lithium ion polymer batteries     UN3480
Lithium ion batteries packed with equipment including lithium     UN3481
 ion polymer batteries.......................................
Lithium metal batteries contained in equipment including          UN3091
 lithium alloy batteries.....................................
Lithium metal batteries including lithium alloy batteries....     UN3090
Lithium metal batteries packed with equipment including           UN3091
 lithium alloy batteries.....................................

For the convenience of the user of this approval, the complete entries
with the authorized alternative hazardous materials descriptions and UN
identification numbers are as follows:

                                                                             Sec.   172.101 Hazardous Material Table
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                 Hazardous                                                                                Packaging (Sec.   173.***)         Quantity limitations        Vessel stowage
                 materials        Hazard                                                    Special     ----------------------------------------------------------------------------------------
  Symbols    descriptions and    class or    Identification       PG      Label codes  provisions (Sec.                                          Passenger      Cargo
              proper shipping    division         Nos.                                      172.102)      Exceptions    Non-bulk       Bulk      aircraft/     aircraft    Location      Other
                   names                                                                                rail         only
(1)          (2).............  (3)........  (4)............  (5)........  (6)........  (7).............  (8A).......  (8B).......  (8C).......  (9A).......  (9B).......  (10A)       (10B)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
             Lithium ion       9..........  UN3481.........  II.........  9..........  29, 188, 189,     185........  185........  None.......  See A104...  35 kg......  A.          ..........
              batteries                                                                 190, A54, A55,
              contained in                                                              A104.
              equipment
              including
              lithium ion
              polymer
              batteries.
             Lithium ion       9..........  UN3480.........  II.........  9..........  29, 188,          185........  185........  None.......  See A100...  35 kg gross  A.          ..........
              batteries                                                                 189,190, A54,
              including                                                                 A55, A100.
              lithium ion
              polymer
              batteries.
             Lithium ion       9..........  UN3481.........  II.........  9..........  29, 188, 189,     185........  185........  None.......  See A103...  35 kg gross  A.          ..........
              batteries                                                                 190, A54, A55,
              packed with                                                               A103.
              equipment
              including
              lithium ion
              polymer
              batteries.
             Lithium metal     9..........  UN3091.........  II.........  9..........  29, 188, 189,     185........  185........  None.......  See A101...  35 kg......  A.          ..........
              batteries                                                                 190, A54, A55,
              contained in                                                              A101, A104.
              equipment
              including
              lithium alloy
              batteries.
             Lithium metal     9..........  UN3090.........  II.........  9..........  29, 188,          185........  185........  None.......  Forbidden.   35 kg gross  A.          ..........
              batteries                                                                 189,190, A54,                                            See A100.
              including                                                                 A55, A100.
              lithium alloy
              batteries.
             Lithium metal     9..........  UN3091.........  II.........  9..........  29, 188, 189,     185........  185........  None.......  See A101...  35 kg gross  A.          ..........
              batteries                                                                 190, A54, A55,
              packed with                                                               A101, A103.
              equipment
              including
              lithium alloy
              batteries.
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Conditions for Approval

    This notice of approval does not provide relief from any other
requirements of the Hazardous Materials Regulations (49 CFR Parts 171-
180) except as stated herein. Lithium metal batteries continue to be
prohibited onboard passenger-carrying aircraft except as provided in
Special Provision A101 of Sec.  172.101(c)(2). This approval is
effective August 25, 2009 until terminated by the Associate
Administrator for Hazardous Materials Safety.

Modes of Transportation Authorized

    Motor vehicle, passenger and cargo aircraft, cargo vessel, and
rail.

General Provisions

    Failure by any person using this approval to comply with the terms
and conditions of this approval or the HMR may result in suspension or
termination of the authority to use this approval. Failure to comply
may also subject persons to penalties prescribed in 49 U.S.C. 5123 and
5124.

    Issued in Washington, DC, on August 18, 2009.
Robert Richard,
Acting Associate Administrator for Hazardous Materials Safety.
[FR Doc. E9-20343 Filed 8-24-09; 8:45 am]

BILLING CODE 4910-60-P


[Federal Register Volume 77, Number 123 (Tuesday, June 26, 2012)]
[Notices]
[Pages 38060-38061]
[FR Doc No: 2012-15603]

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

ENVIRONMENTAL PROTECTION AGENCY

[FRL-9693-1]

Proposed Consent Decree

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice of proposed consent decree; request for public comment.

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

SUMMARY: In accordance with section 113(g) of the Clean Air Act, as
amended (``Act''), notice is hereby given of a proposed consent decree
to resolve two lawsuits filed by various parties and consolidated in
the United States District Court for the District of Columbia.
Plaintiffs filed the lawsuits under the Act alleging that EPA has
violated a nondiscretionary duty under the Clean Air Act, to complete a
five-year review of the national ambient air quality standards
(``NAAQS'') for particulate matter. Under the terms of the proposed
consent decree, EPA agrees that no later than December 14, 2012, EPA
shall sign a notice of final rulemaking setting forth its final
decision concerning its review of the NAAQS for particulate matter and
promulgating such revisions to the NAAQS and/or promulgating such new
NAAQS as may be appropriate.

DATES: Written comments on the proposed settlement agreement must be
received by July 26, 2012.

ADDRESSES: Submit your comments, identified by Docket ID number EPA-HQ-
OGC-2012-0474, online at www.regulations.gov (EPA's preferred method);
by email to<EMAIL_ADDRESS>by mail to EPA Docket Center,
Environmental Protection Agency, Mailcode: 2822T, 1200 Pennsylvania
Ave. NW., Washington, DC 20460-0001; or by hand delivery or courier to
EPA Docket Center, EPA West, Room 3334, 1301 Constitution Ave. NW.,
Washington, DC, between 8:30 a.m. and 4:30 p.m. Monday through Friday,
excluding legal holidays. Comments on a disk or CD-ROM should be
formatted in Word or ASCII file, avoiding the use of special characters
and any form of encryption, and may be mailed to the mailing address
above.

FOR FURTHER INFORMATION CONTACT: Steven Silverman, Air and Radiation
Law Office (2344A), Office of General Counsel, U.S. Environmental
Protection Agency, 1200 Pennsylvania Ave. NW., Washington, DC 20460;
telephone:<PHONE_NUMBER>; fax number<PHONE_NUMBER>; email address:
<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. Additional Information About the Proposed Consent Decree

    This proposed consent decree would potentially resolve lawsuits
consolidated in the United States District Court for the District of
Columbia that were filed by the following plaintiffs: American Lung
Association and National Parks Conservation Association (Civil Action
No. 1:12-cv-00243-RLW), and the State of New York, et al. (Civil Action
No. 1:12-cv-00531-RLW). Plaintiffs filed the lawsuits under the Act
alleging that EPA has violated a nondiscretionary duty under the Clean
Air Act, 42 U.S.C. 7409(d)(1), to complete a five-year review of the
NAAQS for particulate matter. Under the terms of the proposed consent
decree, EPA agrees that no later than December 14, 2012, EPA shall sign
a notice of final rulemaking setting forth its final decision pursuant
to 42 U.S.C. 7409(d)(1) concerning its review of the NAAQS for
particulate matter and promulgating such revisions to the NAAQS and/or
promulgating such new NAAQS as may be appropriate in accordance with 42
U.S.C. 7408 and 7409(b); that EPA shall seek expedited publication in
the Federal Register of the notice of final rulemaking; and shall
establish the effective date of the final decision such that any final
rule shall become effective, barring intervening congressional or
judicial action, on the earliest date that complies with the
Congressional Review Act, 5 U.S.C. 801 et seq.
    For a period of thirty (30) days following the date of publication
of this notice, the Agency will accept written comments relating to the
proposed consent decree from persons who were not named as parties or
intervenors to the litigation in question. EPA or the Department of
Justice may withdraw or withhold consent to the proposed consent decree
if the comments disclose facts or considerations that indicate that
such consent is inappropriate, improper, inadequate, or inconsistent
with the requirements of the Act. Unless EPA or the Department of
Justice determines, based on any comment submitted, that consent to
this decree should be withdrawn, the terms of the consent decree will
be affirmed.

II. Additional Information About Commenting on the Proposed Consent
Decree

A. How can I get a copy of the proposed consent decree?

    The official public docket for this action (identified by Docket ID
No. EPA-HQ-OGC-2012-0474) contains a copy of the proposed consent
decree. The official public docket is available for public viewing at
the Office of Environmental Information (OEI) Docket in the EPA Docket
Center, EPA West, Room 3334, 1301 Constitution Ave. NW., Washington,
DC. The EPA Docket Center Public Reading Room is open from 8:30 a.m. to
4:30 p.m., Monday through Friday, excluding legal holidays. The
telephone number for the Public Reading Room is<PHONE_NUMBER>, and the
telephone number for the OEI Docket is<PHONE_NUMBER>.
    An electronic version of the public docket is available through
www.regulations.gov. You may use the www.regulations.gov to submit or
view public comments, access the index listing of the contents of the
official public docket, and to access those documents in the public
docket that are available electronically. Once in the system, key in
the appropriate docket identification number then select ``search''.
    It is important to note that EPA's policy is that public comments,
whether submitted electronically or in paper, will be made available
for public viewing online at www.regulations.gov without change, unless
the comment contains copyrighted material, CBI, or other information
whose disclosure is restricted by statute. Information claimed as CBI
and other information whose disclosure is restricted by statute is not
included in the official public docket or in the electronic public
docket. EPA's policy is that copyrighted material, including
copyrighted material contained in a public comment, will not be placed
in EPA's electronic public docket but will be available only in
printed, paper form in the official public docket. Although not all
docket materials may be available electronically, you may still access
any of the publicly available docket materials through the EPA Docket
Center.

B. How and to whom do I submit comments?

    You may submit comments as provided in the ADDRESSES section.
Please ensure that your comments are submitted within the specified
comment period. Comments received after the close of the comment period
will be marked ``late.'' EPA is not required to consider these late
comments.
    If you submit an electronic comment, EPA recommends that you
include your name, mailing address, and an email address or other
contact information in the body of your comment and with any disk or CD
ROM you submit. This ensures that you can be identified as the
submitter of the comment and allows EPA to contact you in case EPA
cannot read your comment due to technical difficulties or needs further
information on the substance of your comment. Any identifying or
contact information provided in the body of a comment will be included
as part of the comment that is placed in the official public docket,
and made available in EPA's electronic public docket. If EPA cannot
read your comment due to technical difficulties and cannot contact you
for clarification, EPA may not be able to consider your comment.
    Use of the www.regulations.gov Web site to submit comments to EPA
electronically is EPA's preferred method for receiving comments. The
electronic public docket system is an ``anonymous access'' system,
which means EPA will not know your identity, email address, or other
contact information unless you provide it in the body of your comment.
In contrast to EPA's electronic public docket, EPA's electronic mail
(email) system is not an ``anonymous access'' system. If you send an
email comment directly to the Docket without going through
www.regulations.gov, your email address is automatically captured and
included as part of the comment that is placed in the official public
docket, and made available in EPA's electronic public docket.

    Dated: June 19, 2012.
Lorie J. Schmidt,
Associate General Counsel.
[FR Doc. 2012-15603 Filed 6-25-12; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 86, Number 155 (Monday, August 16, 2021)]
[Notices]
[Pages 45792-45795]
[FR Doc No: 2021-17412]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92626; File No. SR-CboeBZX-2021-053]

Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing of a Proposed Rule Change To Amend Rule 14.11(m) (Tracking Fund
Shares) To Provide for the Use of Custom Baskets Consistent With the
Exemptive Relief Issued Pursuant to the Investment Company Act of 1940
Applicable to a Series of Tracking Fund Shares

August 10, 2021.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Exchange Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby
given that on August 3, 2021, Cboe BZX Exchange, Inc. (``Exchange'' or
``BZX'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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

    Cboe BZX Exchange, Inc. (the ``Exchange'' or ``BZX'') proposes to
amend Rule 14.11(m) (Tracking Fund Shares) to provide for the use of
``Custom Baskets'' consistent with the exemptive relief issued pursuant
to the Investment Company Act of 1940 (``Investment Company Act'')
applicable to a series of Tracking Fund Shares. The text of the
proposed rule change is provided in Exhibit 5.
    The text of the proposed rule change is also available on the
Exchange's website (http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/), at the Exchange's Office of the Secretary, and at
the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to amend Rule 14.11(m) (Tracking Fund Shares)
\3\ to provide for the use of ``Custom Baskets'' consistent with the
exemptive relief issued pursuant to the Investment Company Act \4\
applicable to a series of Tracking Fund Shares.
---------------------------------------------------------------------------

    \3\ Rule 14.11(m)(3)(A) defines the term ``Tracking Fund Share''
as a security that: (i) Represents an interest in an investment
company registered under the Investment Company Act of 1940
(``Investment Company'') organized as an open-end management
investment company, that invests in a portfolio of securities
selected by the Investment Company's investment adviser consistent
with the Investment Company's investment objectives and policies;
(ii) is issued in a specified aggregate minimum number in return for
a deposit of a specified Tracking Basket and/or a cash amount with a
value equal to the next determined net asset value; (iii) when
aggregated in the same specified minimum number, may be redeemed at
a holder's request, which holder will be paid a specified Tracking
Basket and/or a cash amount with a value equal to the next
determined net asset value; and (iv) the portfolio holdings for
which are disclosed within at least 60 days following the end of
every fiscal quarter.
    \4\ 15 U.S.C. 80a et seq.
---------------------------------------------------------------------------

    To effectuate this change, the Exchange proposes the following
amendments to Rule 14.11(m). First, the proposed rule change adopts new
subparagraph (F) under Rule 14.11(m)(3) (Definitions), which defines
``Custom Basket'', for the purposes of Rule 14.11(m), to mean a
portfolio of securities that is different from the Tracking Basket and
is otherwise consistent with the exemptive relief issued pursuant to
the Investment Company Act applicable to a series of Tracking Fund
Shares. The proposed rule change makes conforming amendments to the
definition of Tracking Fund Shares in Rule 14.11(m)(3)(A) and Reporting
Authority in Rule 14.11(m)(3)(C). The proposed rule change amends the
definition of ``Tracking Fund Share'' in Rule 14.11(m)(3)(A) to provide
for creations of shares in return for a deposit by the purchaser of,
and redemptions of shares at a holder's request in return for, a Custom
Basket rather than a Tracking Basket to the extent permitted by a
fund's exemptive relief. In addition, the proposed rule change amends
the definition of ``Reporting Authority'' in respect of a particular
series of Tracking Fund Shares in Rule 14.11(m)(3)(C) to provide for
Custom Baskets to the extent permitted by a fund's exemptive relief.
Currently, ``Reporting Authority'' in respect of a particular series of
Tracking Fund Shares means the Exchange, an institution, or a reporting
service designated by the Exchange or by the exchange that lists a
particular series of Tracking Fund Shares (if the Exchange is trading
such series pursuant to unlisted trading privileges) as the official
source for calculating and reporting information relating to such
series, including, but not limited to, the Tracking Basket; the Fund
Portfolio; the amount of any cash distribution to holders of Tracking
Fund Shares, net asset value, or other information relating to the
issuance, redemption or trading of Tracking Fund Shares. Rule
14.11(m)(3)(C) further provides that a series of Tracking Fund Shares
may have more than one Reporting Authority, each having different
functions. The proposed rule change adds ``Custom Basket'' to the non-
exclusive list of information relating to Tracking Fund Shares that a
Reporting Authority calculates and reports, i.e., including, but not
limited to, the Tracking Basket; the Fund Portfolio; the amount of any
cash distribution to holders of Tracking Fund Shares, net asset value,
or other information relating to the issuance, redemption or trading of
Tracking Fund Shares.
    Second, the proposed rule change amends Rule 14.11(m)(4) (Initial
and Continued Listing), which currently provides criteria that Tracking
Fund Shares must satisfy for initial and continued listing on the
Exchange, to incorporate specific initial and continued listing
criteria for Custom Baskets. Specifically, Rule 14.11(m)(4)(A)(ii)
currently provides that the Exchange will obtain a representation from
the issuer of each series of Tracking Fund Shares that the net asset
value per share for the series will be calculated daily and that each
of the following will be made available to all market participants at
the same time when disclosed: the net asset value, the

Tracking Basket, and the Fund Portfolio. The proposed rule change
adopts an additional requirement in Rule 14.11(m)(4)(A)(ii) providing
that the Exchange will also obtain a representation from the issuer of
each series of Tracking Fund Shares that the issuer and any person
acting on behalf of the series of Tracking Fund Shares will comply with
Regulation Fair Disclosure under the Securities Exchange Act of 1934
(``Exchange Act'') \5\, including with respect to any Custom Basket.\6\
---------------------------------------------------------------------------

    \5\ 17 CFR 243.100-243.103. Regulation Fair Disclosure provides
that whenever an issuer, or any person acting on its behalf,
discloses material nonpublic information regarding that issuer or
its securities to certain individuals or entities--generally,
securities market professionals, such as stock analysts, or holders
of the issuer's securities who may well trade on the basis of the
information--the issuer must make public disclosure of that
information.
    \6\ The proposed rule change also delineates each of the three
representation requirements, as proposed, as (a) through (c) within
the text of Rule 14.11(m)(4)(A)(ii) for ease of reading.
---------------------------------------------------------------------------

    Third, the proposed Rule change adopts new Rule 14.11(m)(4)(B)(ii),
which provides that, with respect to each Custom Basket utilized by a
series of Tracking Fund Shares, each business day, before the opening
of trading in Regular Trading Hours (as defined in Rule 1.5(w)), the
investment company shall make publicly available on its website the
composition of any Custom Basket transacted on the previous business
day, except a Custom Basket that differs from the applicable Tracking
Basket only with respect to cash.\7\
---------------------------------------------------------------------------

    \7\ As a result of the addition of subparagraph (4)(B)(ii), the
proposed rule change also updates the subsequent numbering of
current subparagraphs (4)(b)(ii), (4)(b)(iii), (4)(b)(iv), (4)(b)(v)
and (4)(b)(vi) to (4)(b)(iii), (4)(b)(iv) (4)(b)(v), (4)(b)(vi) and
(4)(b)(vii) respectively.
---------------------------------------------------------------------------

    Finally, the proposed rule change makes conforming amendments to
Rule 14.11(m)(2)(E) and (F). In particular, Rule 14.11(m)(2)(E)
currently provides that, if the investment adviser to the Investment
Company issuing Tracking Fund Shares is registered as a broker-dealer
or is affiliated with a broker-dealer, such investment adviser will
erect and maintain a ``fire wall'' between the investment adviser and
personnel of the broker-dealer or broker-dealer affiliate, as
applicable, with respect to access to information concerning the
composition of and/or changes to the Fund Portfolio and/or the Tracking
Basket. Any person related to the investment adviser or Investment
Company who makes decisions pertaining to the Investment Company's Fund
Portfolio and/or the Tracking Basket or has access to nonpublic
information regarding the Fund Portfolio and/or the Tracking Basket or
changes thereto must be subject to procedures designed to prevent the
use and dissemination of material nonpublic information regarding the
Fund Portfolio and/or the Tracking Basket or changes thereto. The
proposed rule change amends 14.11(m)(2)(E) to provide for Custom
Baskets to the extent permitted by a fund's exemptive relief. As
proposed, Rule 14.11(m)(2)(E) provides that if the investment adviser
to the Investment Company issuing Tracking Fund Shares is registered as
a broker-dealer or is affiliated with a broker-dealer, such investment
adviser will erect and maintain a ``fire wall'' between the investment
adviser and personnel of the broker-dealer or broker-dealer affiliate,
as applicable, with respect to access to information concerning the
composition of and/or changes to the Fund Portfolio, the Tracking
Basket, and/or the Custom Basket, as applicable. In addition, proposed
Rule 14.11(m)(2)(E) provides that any person related to the investment
adviser or Investment Company who makes decisions pertaining to the
Investment Company's Fund Portfolio, the Tracking Basket, and/or the
Custom Basket or has access to nonpublic information regarding the Fund
Portfolio, the Tracking Basket, and/or the Custom Basket, as
applicable, or changes thereto must be subject to procedures designed
to prevent the use and dissemination of material nonpublic information
regarding the Fund Portfolio, the Tracking Basket, and/or the Custom
Basket, as applicable, or changes thereto.
    Rule 14.11(m)(2)(F) currently provides that any person or entity,
including a custodian, Reporting Authority, distributor, or
administrator, who has access to nonpublic information regarding the
Fund Portfolio or the Tracking Basket or changes thereto, must be
subject to procedures designed to prevent the use and dissemination of
material nonpublic information regarding the applicable Fund Portfolio
or the Tracking Basket or changes thereto. Moreover, if any such person
or entity is registered as a broker-dealer or affiliated with a broker-
dealer, such person or entity will erect and maintain a ``fire wall''
between the person or entity and the broker-dealer with respect to
access to information concerning the composition and/or changes to such
Fund Portfolio or Tracking Basket. The proposed rule change similarly
amends Rule 14.11(m)(2)(F) to provide for Custom Baskets to the extent
permitted by a fund's exemptive relief. As proposed, Rule
14.11(m)(2)(F) provides that any person or entity, including a
custodian, Reporting Authority, distributor, or administrator, who has
access to nonpublic information regarding the Fund Portfolio, the
Tracking Basket, or the Custom Basket, as applicable, or changes
thereto, must be subject to procedures designed to prevent the use and
dissemination of material nonpublic information regarding the
applicable Fund Portfolio, the Tracking Basket, or the Custom Basket,
as applicable, or changes thereto. Moreover, if any such person or
entity is registered as a broker-dealer or affiliated with a broker-
dealer, such person or entity will erect and maintain a ``fire wall''
between the person or entity and the broker-dealer with respect to
access to information concerning the composition and/or changes to such
Fund Portfolio, Tracking Basket, or Custom Basket, as applicable.
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with
the Exchange Act and the rules and regulations thereunder applicable to
the Exchange and, in particular, the requirements of Section 6(b) of
the Exchange Act.\8\ Specifically, the Exchange believes the proposed
rule change is consistent with the Section 6(b)(5) \9\ requirements
that the rules of an exchange 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 regulating, clearing, settling, processing
information with respect to, and facilitating transactions in
securities, to remove impediments to and perfect the mechanism of a
free and open market and a national market system, and, in general, to
protect investors and the public interest. Additionally, the Exchange
believes the proposed rule change is consistent with the Section
6(b)(5) \10\ requirement that the rules of an exchange not be designed
to permit unfair discrimination between customers, issuers, brokers, or
dealers.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
    \10\ Id.
---------------------------------------------------------------------------

    In particular, the Exchange believes that proposed rule change to
provide for the use of Custom Baskets consistent with the applicable
exemptive relief applicable to a series of Tracking Fund Shares will
perfect the mechanism of a free and open market and, in general, to
protect investors and the public interest

in that it will permit use of Custom Baskets, consistent with the
applicable exemptive relief, in a manner that will benefit investors by
increasing efficiencies in the creation and redemption process. More
specifically, Custom Baskets provide an issuer with flexibility in
portfolio construction that may assist in reducing taxable capital
gains distributions for investors and may generally improve tax
efficiencies. Further, the use of Custom Baskets, to the extent
permitted by a fund's exemptive relief, may also result in narrower
bid/ask spreads and smaller premiums and discounts to the net asset
value for Tracking Fund Shares to the extent that the Investment
Company utilizes Custom Baskets with fewer securities which may, in
turn, allow Authorized Participants to more efficiently hedge and
participate generally in the Tracking Fund Shares. In addition to this,
the flexibility provided in the creation of Custom Baskets may serve to
increase competition between issuers. The Exchange believes the
proposed rule change will enhance competition among market participants
overall, to the benefit of investors and the marketplace.
    The Exchange also believes that amending Rule 14.11(m) to
incorporate specific initial listing criteria required to be met by
Tracking Fund Shares that utilize Custom Baskets is designed to prevent
fraudulent and manipulative acts and practices. The Exchange believes
that the daily dissemination of the composition of any Custom Basket
transacted on the previous day, except a Custom Basket that differs
from the applicable Tracking Basket only with respect to cash, together
with the right of Authorized Participants to create and redeem each day
at the net asset value, will enable market participants to value and
trade shares in a manner that will not lead to significant deviations
between the bid/ask price and net asset value of shares of a series of
Tracking Fund Shares. Further, including Custom Baskets in the
requirements of Rules 14.11(m)(2)(E) and (F) would act as a safeguard
against any misuse and improper dissemination of nonpublic information
related to a fund's Custom Basket or changes thereto. The requirement
that any person or entity implement procedures reasonably designed to
prevent the use and dissemination of material non-public information
regarding a Custom Basket will act to prevent any individual or entity
from sharing such information externally and the internal ``fire wall''
requirements applicable where an entity is a registered broker-dealer
or affiliated with a broker-dealer will act to make sure that no entity
will be able to misuse the data for their own purposes. As such, the
Exchange believes that the proposed rule change to Rule 14.11(m) is
designed to prevent fraudulent and manipulative acts and practices.
    The Exchange also believes that the proposed initial and continued
listing standards are designed to promote disclosure and transparency
with respect to the use of Custom Baskets consistent with the
applicable exemptive relief. Specifically, the Exchange believes that
requiring as an initial listing condition that an issuer and any person
acting on behalf of the series of Tracking Fund Shares comply with
Regulation Fair Disclosure under the Exchange Act, including with
respect to any Custom Basket, would further the full and fair
disclosure objectives of Regulation Fair Disclosure to the benefit of
the investing public and all market participants. Further, with respect
to each Custom Basket utilized by a series of Tracking Fund Shares, the
Exchange believes that requiring, as a continued listing condition,
that each business day, before the opening of trading in Regular
Trading Hours (as defined in Rule 1.5(w)), an investment company make
publicly available on its website the composition of any Custom Basket
transacted on the previous business day, except a Custom Basket that
differs from the applicable Tracking Basket only with respect to cash,
also furthers the goals of transparency and full and fair disclosure,
to the benefit of investors and the public interest.

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Exchange Act. The Exchange
believes the proposed rule change, by permitting the use of Custom
Baskets, consistent with a fund's exemptive relief, would introduce
additional competition among various ETF products to the benefit of
investors.

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

    The Exchange neither solicited nor received comments on the
proposed rule change.

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

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange consents, the Commission will:
    A. By order approve or disapprove such proposed rule change, or
    B. institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-CboeBZX-2021-053 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-CboeBZX-2021-053. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for

inspection and copying at the principal office of the Exchange. All
comments received will be posted without change. Persons submitting
comments are cautioned that we do not redact or edit personal
identifying information from comment submissions. You should submit
only information that you wish to make available publicly. All
submissions should refer to File Number SR-CboeBZX-2021-053 and should
be submitted on or before September 7, 2021.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
---------------------------------------------------------------------------

    \11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-17412 Filed 8-13-21; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: February 24, 2010 (Volume 75, Number 36)]
[Proposed Rules]
[Page 8292-8293]
[DOCID:fr24fe10-19]

=======================================================================
-----------------------------------------------------------------------

ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R03-OAR-2010-0009; FRL-9115-8]

Approval and Promulgation of Air Quality Implementation Plans;
Virginia; Opacity Source Surveillance Methods

AGENCY: Environmental Protection Agency (EPA).

ACTION: Proposed rule.

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

SUMMARY: EPA proposes to approve the State Implementation Plan (SIP)
revision submitted by the Commonwealth of Virginia for the purpose of
updating methods for determining compliance with opacity standards for
existing, new and modified stationary sources in Virginia. In the Final
Rules section of this Federal Register, EPA is approving the State's
SIP submittal as a direct final rule without prior proposal because the
Agency views this as a noncontroversial submittal and anticipates no
adverse comments. A detailed rationale for the approval is set forth in
the direct final rule. If no adverse comments are received in response
to this action, no further activity is contemplated. If EPA receives
adverse comments, the direct final rule will be withdrawn and all
public comments received will be addressed in a subsequent final rule
based on this proposed rule. EPA will not institute a second comment
period. Any parties interested in commenting on this action should do
so at this time.

DATES: Comments must be received in writing by March 26, 2010.

ADDRESSES: Submit your comments, identified by Docket ID Number EPA-
R03-OAR-2010-0009 by one of the following methods:
    A. http://www.regulations.gov. Follow the on-line instructions for
submitting comments.
    B. E-mail<EMAIL_ADDRESS>    C. Mail: EPA-R03-OAR-2010-0009, Cristina Fernandez, Associate
Director, Office of Air Program Planning, Mailcode 3AP30, U.S.
Environmental Protection Agency, Region III, 1650 Arch Street,
Philadelphia, Pennsylvania 19103.
    D. Hand Delivery: At the previously-listed EPA Region III address.
Such deliveries are only accepted during the Docket's normal hours of
operation, and special arrangements should be made for deliveries of
boxed information.
    Instructions: Direct your comments to Docket ID No. EPA-R03-OAR-
2010-0009. EPA's policy is that all comments received will be included
in the public docket without change, and may be made available online
at http://www.regulations.gov, including any personal information
provided, unless the comment includes information claimed to be
Confidential Business Information (CBI) or other information

whose disclosure is restricted by statute. Do not submit information
that you consider to be CBI or otherwise protected through http://
www.regulations.gov or e-mail. The http://www.regulations.gov Web site
is an ``anonymous access'' system, which means EPA will not know your
identity or contact information unless you provide it in the body of
your comment. If you send an e-mail comment directly to EPA without
going through http://www.regulations.gov, your e-mail address will be
automatically captured and included as part of the comment that is
placed in the public docket and made available on the Internet. If you
submit an electronic comment, EPA recommends that you include your name
and other contact information in the body of your comment and with any
disk or CD-ROM you submit. If EPA cannot read your comment due to
technical difficulties and cannot contact you for clarification, EPA
may not be able to consider your comment. Electronic files should avoid
the use of special characters, any form of encryption, and be free of
any defects or viruses.
    Docket: All documents in the electronic docket are listed in the
http://www.regulations.gov index. Although listed in the index, some
information is not publicly available, i.e., CBI or other information
whose disclosure is restricted by statute. Certain other material, such
as copyrighted material, is not placed on the Internet and will be
publicly available only in hard copy form. Publicly available docket
materials are available either electronically in http://
www.regulations.gov or in hard copy during normal business hours at the
Air Protection Division, U.S. Environmental Protection Agency, Region
III, 1650 Arch Street, Philadelphia, Pennsylvania 19103. Copies of the
State submittal are available at the Virginia Department of
Environmental Quality, 629 East Main Street, Richmond, Virginia 23219.

FOR FURTHER INFORMATION CONTACT: Maria A. Pino,<PHONE_NUMBER>, or by
e-mail at<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:  For further information on this action,
which revises the Virginia SIP to update methods for determining
compliance with opacity standards for existing, new and modified
stationary sources, please see the information provided in the direct
final action, with the same title, that is located in the ``Rules and
Regulations'' section of this Federal Register publication. Please note
that if EPA receives adverse comment on an amendment, paragraph, or
section of this rule and if that provision may be severed from the
remainder of the rule, EPA may adopt as final those provisions of the
rule that are not the subject of an adverse comment.

    Dated: February 1, 2010.
W.C. Early,
Acting Regional Administrator, Region III.
[FR Doc. 2010-3511 Filed 2-23-10; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register: February 13, 2006 (Volume 71, Number 29)]
[Rules and Regulations]
[Page 7411-7413]
[DOCID:fr13fe06-6]

=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 229 and 230

[Release Nos. 33-8591A; 34-52056A; IC-26993A; FR-75A; International
Series Release No. 1294A; File No. S7-38-04]
RIN 3235-AI11

Securities Offering Reform; Correction

AGENCY: Securities and Exchange Commission.

ACTION: Final rule; technical amendments.

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

SUMMARY: We are making technical corrections to rules adopted in
Release No. 33-8591 (July 19, 2005), which were published in the
Federal Register on August 3, 2005 (70 FR 44722). The adopted rules
modify and advance significantly the registration, communications, and
offering processes under the Securities Act of 1933. This document
corrects certain errors in the regulatory text of the adopting release
and otherwise clarifies certain of the rules.

DATES: Effective February 13, 2006.

FOR FURTHER INFORMATION CONTACT: Amy M. Starr at<PHONE_NUMBER>, in the
Division of Corporation Finance, U.S. Securities and Exchange
Commission, 100 F Street, NE., Washington DC 20549.

SUPPLEMENTARY INFORMATION: We are amending Item 512 \1\ of Regulation
S-K,\2\ and Rules 139,\3\ 405,\4\ and 433 \5\ under the Securities
Act.\6\
---------------------------------------------------------------------------

    \1\ 17 CFR 229.512.
    \2\ 17 CFR 229.10 et seq.
    \3\ 17 CFR 230.139.
    \4\ 17 CFR 230.405.
    \5\ 17 CFR 230.433.
    \6\ 15 U.S.C. 77a et seq.
---------------------------------------------------------------------------

I. Discussion of Corrections

A. Rule 139(a)(1)(i)--Issuer-specific research reports

    The amendments to Rule 139 provided that the eligibility
determination for purposes of a broker's or dealer's reliance on the
safe harbor for issuer-specific research reports could be determined at
the time an issuer filed its Form S-3 or Form F-3 and the time of each
annual Securities Act Section 10(a)(3) update to such a registration
statement. The amendment was intended to provide an approximately-
annual evaluation of an issuer's status for purposes of Rule 139 that
would provide greater certainty to brokers and dealers relying on the
safe harbor for issuer specific research reports. Because it was our
intent that the safe harbor continue to be available where an issuer
proposes to file a registration statement, it was inconsistent for the
amendment to condition the safe harbor eligibility determination on a
Form S-3 or Form F-3 actually being on file. Indeed, the availability
of the safe harbor even if an issuer has not yet filed its Form S-3 or
Form F-3 is clear from the rule text comprising the preamble to Rule
139(a), which states:
    Under the conditions of paragraph (a)(1) or (a)(2) of this section,
a broker's or dealer's publication or distribution of a research report
about an issuer or any of its securities shall be deemed for purposes
of sections 2(a)(10) and 5(c) of the Act not to constitute an offer to
sell a security that is the subject of an offering pursuant to a
registration statement that the issuer proposes to file, or has filed,
or that is effective, even if the broker dealer is participating or
will participate in the registered offering of the issuer's
securities.* * * (emphasis added)
    Further, a filed registration statement on Form S-3 or Form F-3 was
not required under the pre-amendment provisions of Rule 139.
Accordingly, we are amending Rule 139(a)(1)(i)(A)(1) to state
explicitly that if a Form S-3 or Form F-3 is not on file, the broker or
dealer could rely on the safe harbor if, at the time of reliance on the
rule, the issuer meets the registrant requirements of Form S-3 or Form
F-3 and either:
     The issuer is eligible to register a primary offering of
securities on Form S-3 or Form F-3 based on the $75 million minimum
public float eligibility provision of those forms; or
     The issuer proposes to register an offering of the
issuer's securities in reliance on General Instruction I.B.2 of Form S-
3 or Form F-3.
    In addition, the safe harbor for issuer-specific reports in Rule
139 also was meant to cover all equity and debt securities of well-
known seasoned issuers, whether or not investment grade, that may be
registered on an

automatic shelf registration statement, consistent with our belief that
well-known seasoned issuers are the most widely followed in the
marketplace. However, the reference in the rule to only primary
offerings meeting the transactional requirements of General Instruction
I.B.1 or I.B.2 of Form S-3 or Form F-3 mistakenly excluded certain
securities that may be registered by well-known seasoned issuers on
Form S-3 or Form F-3 under automatic shelf registration statements
pursuant to General Instruction I.D, such as non-investment grade
securities. We are, therefore, amending Rule 139(a)(1) to provide that
a broker or dealer can rely on the safe harbor if the issuer is a well-
known seasoned issuer. The only exception to this provision is for a
majority-owned subsidiary that is not eligible on its own as a well-
known seasoned issuer and registers its securities on its parent well-
known seasoned issuer's registration statement.

B. Rule 405--Definition of Well-Known Seasoned Issuer

    In the definition of well-known seasoned issuer, paragraph
(1)(i)(B)(3) contains a typographical error--the paragraph contains a
cross reference to paragraph (1)(i)(B)(2) that should be a cross
reference to paragraph (1)(i)(B)(1). We are correcting that
typographical error in this release.

C. Rule 433(f)--Free Writing Prospectuses Published or Distributed By
Media

    New Rule 433(f) includes certain accommodations where a free
writing prospectus is prepared and published or broadcast by persons in
the media business that are unaffiliated with the issuer and any other
offering participant, and the preparation, publication, or broadcast is
not paid for by the issuer or other offering participant. Where the
conditions of Rule 433(f) are met, an issuer or offering participant is
not required to have a statutory prospectus precede or accompany the
media communication. However, a filed registration statement including
a statutory prospectus is necessary.
    In adopting Rule 433, we stated that the purpose of the media free
writing prospectus provision in paragraph (f) is to permit
unaffiliated, uncompensated media publications to be published or
distributed while an issuer is in registration, without requiring that
the statutory prospectus precede or accompany the media publication, so
long as the statutory prospectus is on file. Under Rule 433(f), it was
our intent that the media publication accommodations be available
without regard to whether the statutory prospectus in an initial public
offering includes a bona fide price range.\7\
---------------------------------------------------------------------------

    \7\ Indeed, in the adopting release (Securities Offering Reform,
Release No. 33-8591 [70 FR 44722] (Aug. 3, 2005)), we provided an
example of a chief executive officer of a non-reporting issuer
giving an interview to a financial news magazine without payment. We
included this example to make clear that the accommodation for
unaffiliated, uncompensated media publications was available to
issuers in initial public offerings. Providing that the
unaffiliated, uncompensated media accommodation for issuer and
underwriter free writing prospectuses is available in an initial
public offering only after the prospectus includes a bona fide price
range would, we believe, significantly and unintentionally limit the
availability of the media accommodation in initial public offerings
to a potentially brief time period between the inclusion of a bona
fide price range in the prospectus and the effective date of the
registration statement.
---------------------------------------------------------------------------

    However, Rule 433 inadvertently can be read elsewhere to narrow the
availability of the media exclusion for initial public offerings, as
Rule 433(b)(2)(ii) requires that a statutory prospectus be on file,
which in the context of an initial public offering requires a price
range. To address this situation, we are amending paragraph (b)(2)(ii)
of Rule 433 to provide that the media accommodations in Rule 433(f) do
not require that the filed prospectus, in the context of an initial
public offering, include a price range. This change will clarify that
the media accommodations included in paragraph (f) of Rule 433 are not
limited for initial public offerings.

D. Item 512(h) of Regulation S-K--Inclusion of Statement of
Commission's Position on Indemnification for Liabilities in Automatic
Shelf Registration Statements

    Item 512(h) of Regulation S-K requires an issuer to include a
statement regarding the Commission's position on indemnification for
liabilities under the Securities Act in registration statements in
which acceleration is requested or in registration statements filed on
Form S-8. We did not intend to alter the application of Item 512(h) of
Regulation S-K; however, we did not amend Item 512(h) of Regulation S-K
to include a reference to immediately effective automatic shelf
registration statements under amended Rule 462. Absent the corrections
we are making today, the amendments to Rule 462 providing that
automatic shelf registration statements go effective immediately would
inadvertently allow a well-known seasoned issuer to file an automatic
shelf registration statement without including a statement of the
Commission's position on indemnification in its undertakings. The
omission of such language was an oversight, as it would otherwise be
inconsistent with our long-standing rules to include such statements.
    Accordingly, we are correcting this omission under Item 512(h) of
Regulation S-K with regard to automatic shelf registration statements
and post-effective amendments to automatic shelf registration
statements that go effective immediately pursuant to Rule 462(e) and
(f). The amendments we are adopting provide for the inclusion of new
language in Item 512(h) of Regulation S-K stating that the Item will
apply to registration statements that go effective immediately pursuant
to Rule 462(e) and (f).

II. Certain Findings

    Under the Administrative Procedure Act, a notice of proposed
rulemaking is not required when an agency, for good cause, finds ``that
notice and public procedure thereon are impracticable, unnecessary, or
contrary to the public interest.'' \8\ The correcting amendments to
Item 512 of Regulation S-K, and Rules 139, 405, and 433 under the
Securities Act are technical changes that conform the text to the
intent of the Commission and correct a cross-reference. For these
reasons, the Commission finds that there is no need to publish notice
of these amendments.\9\
---------------------------------------------------------------------------

    \8\ 5 U.S.C. 553(b)(3)(B).
    \9\ For similar reasons, the amendments do not require an
analysis under the Regulatory Flexibility Act or analysis of major
status under the Small Business Regulatory Enforcement Fairness Act.
See 5 U.S.C. 601(2) (for purposes of Regulatory Flexibility Act
analyses, the term ``rule'' means any rule for which the agency
publishes a general notice of proposed rulemaking) and 5 U.S.C.
804(3)(C) (for purposes of congressional review of agency
rulemaking, the term ``rule'' does not include any rule of agency
organization, procedure, or practice that does not substantially
affect the rights or obligations of non-agency parties).
---------------------------------------------------------------------------

    The Administrative Procedures Act also requires publication of a
rule at least 30 days before its effective date unless the agency finds
otherwise for good cause.\10\ For the same reasons described with
respect to opportunity for notice and comment, the Commission finds
there is good cause for the amendments to take effect on February 13,
2006.
---------------------------------------------------------------------------

    \10\ See 5 U.S.C. 553(d)(3).
---------------------------------------------------------------------------

III. Text of Amendments

List of Subjects in 17 CFR Parts 229 and 230

    Reporting and recordkeeping requirements, Securities.

0
Accordingly, 17 CFR parts 229 and 230 are corrected by making the
following amendments:

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND
CONSERVATION ACT OF 1975--REGULATION S-K

0
1. The authority citation for part 229 continues to read in part as
follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj,
77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll,
78mm, 79e, 79j, 79n, 79t, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-
31(c), 80a-37, 80a-38(a), 80a-39, 80b-11, and 7201 et seq.; and 18
U.S.C. 1350, unless otherwise noted.
* * * * *

0
2. Amend Sec.  229.512 to revise the introductory text of paragraph (h)
to read as follows:

Sec.  229.512 (Item 512)  Undertakings.

* * * * *
    (h) Request for acceleration of effective date or filing of
registration statement becoming effective upon filing. Include the
following if acceleration is requested of the effective date of the
registration statement pursuant to Rule 461 under the Securities Act
(Sec.  230.461 of this chapter), if a Form S-3 or Form F-3 will become
effective upon filing with the Commission pursuant to Rule 462 (e) or
(f) under the Securities Act (Sec.  230.462 (e) or (f) of this
chapter), or if the registration statement is filed on Form S-8, and:
* * * * *

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
3. The authority citation for part 230 continues to read in part as
follows:

    Authority: 15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j, 77r,
77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78t, 78w,
78ll(d), 78mm, 79t, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-
37, unless otherwise noted.
* * * * *

0
4. Amend Sec.  230.139 to revise paragraph (a)(1)(i)(A)(1) to read as
follows:

Sec.  230.139  Publications or distributions of research reports by
brokers or dealers distributing securities.

    (a) * * *
    (1) * * *
    (i) * * *
    (A)(1) At the later of the time of filing its most recent Form S-3
(Sec.  239.13 of this chapter) or Form F-3 (Sec.  239.33 of this
chapter) or the time of its most recent amendment to such registration
statement for purposes of complying with section 10(a)(3) of the Act
or, if no Form S-3 or Form F-3 has been filed, at the date of reliance
on this section, meets the registrant requirements of such Form S-3 or
Form F-3 and:
    (i) At such date, meets the minimum float provisions of General
Instruction I.B.1 of such Forms; or
    (ii) At the date of reliance on this section, is, or if a
registration statement has not been filed, will be, offering securities
meeting the requirements for the offering of investment grade
securities pursuant to General Instruction I.B.2 of Form S-3 or Form F-
3; or
    (iii) At the date of reliance on this section is a well-known
seasoned issuer as defined in Rule 405 (Sec.  230.405), other than a
majority-owned subsidiary that is a well-known seasoned issuer by
virtue of paragraph (1)(ii) of the definition of well-known seasoned
issuer in Rule 405; and
* * * * *

Sec.  230.405  [Amended]

0
5. Amend Sec.  230.405, definition of ``Well-known seasoned issuer'',
paragraph (1)(i)(B)(3) to revise the cite ``paragraph (1)(i)(B)(2)'' to
read ``paragraph (1)(i)(B)(1)'.

0
6. Amend Sec.  230.433 by adding a sentence to the end of paragraph
(b)(2)(ii) to read as follows:

Sec.  230.433  Conditions to permissible post-filing free writing
prospectuses.

* * * * *
    (b) * * *
    (2) * * *
    (ii) * * * For purposes of paragraph (f) of this section, the
prospectus included in the registration statement relating to the
offering that has been filed does not have to include a price range
otherwise required by rule.
* * * * *

    Dated: February 6, 2006.

    By the Commission.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 06-1286 Filed 2-10-06; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register: March 28, 2007 (Volume 72, Number 59)]
[Notices]
[Page 14630-14631]
[DOCID:fr28mr07-140]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-55503; File No. SR-ISE-2007-20]

Self-Regulatory Organizations; International Securities Exchange,
LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule
Change Relating to Intermarket Sweep Orders

March 21, 2007.
     Pursuant to Section 19(b)(1) of the Securities Exchange Act of
1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on March 16, 2007, the International Securities Exchange, LLC
(``ISE'' or ``Exchange'') filed with the Securities and Exchange
Commission (``Commission'') the proposed rule change as described in
Items I and II below, which Items have been substantially prepared by
the ISE. The Exchange filed the proposed rule change pursuant to
Section 19(b)(3)(A) of the Act \3\ and Rule 19b-4(f)(6) thereunder,\4\
which renders the proposal effective upon filing with the Commission.
The Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

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

    The ISE is proposing to amend its rules governing Intermarket Sweep
Orders (``ISOs'') to conform them to the rules of The NASDAQ Stock
Market LLC (``Nasdaq''). The text of the proposed rule change is
available at ISE, the Commission's Public Reference Room, and http://www.ise.com
.

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

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

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

1. Purpose
    The purpose of this filing is to amend ISE Rules governing ISOs to
conform them to Nasdaq rules \5\ and to remove the requirement that
ISOs be immediately executed or canceled. The proposed amendment
clarifies the requirement that the Equity EAM entering an ISO to the
ISE Stock Exchange must simultaneous route one or more additional limit
orders, as necessary, to execute against the full displayed size of any
Protected Bid or Offer in the case of a limit order to sell or buy with
a price that is superior to the limit price of the limit order
identified as an ISO (as defined in Rule 600(b) or Regulation NMS under
the Act). These additional routed orders must be identified as ISOs.
The Exchange notes that Equity EAMs wishing to display on ISE must
route to protected quotes up to and including the price at which they
wish to display in order to comply with the Locked and Crossed Market
Rule.\6\
---------------------------------------------------------------------------

    \5\ See Nasdaq Rules 4751 and 4755.
    \6\ See ISE Rule 2112.
---------------------------------------------------------------------------

2. Statutory Basis
    The basis under the Act for this proposed rule change is found in
Section 6(b)(5). Specifically, the Exchange believes that the proposed
rule change is consistent with Section 6(b)(5) \7\ requirements that
the rules of an exchange be designed to promote just and equitable
principles of trade, serve to remove impediments to and perfect the
mechanism for a free and open market and a national market system, and,
in general, to protect investors and the public interest. In
particular, this filing will provide investors with more flexibility in
entering orders and receiving executions of such orders.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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

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

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

    The Exchange has not solicited, and does not intend to solicit,
comments on this proposed rule change. The Exchange has not received
any unsolicited written comments from members or other interested
parties.

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

    Because the foregoing proposed rule change does not: (1)
Significantly affect the protection of investors or the public
interest; (2) impose any significant burden on competition; and (3)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate if consistent with
the protection of investors and the public interest, provided that the
Exchange has given the Commission written notice of its intent to file
the proposed rule change at least five business days prior to the
filing date of the proposal.\8\
---------------------------------------------------------------------------

    \8\ As required under Rule 19b-4(f)(6)(iii), ISE provided the
Commission with notice of its intent to file the proposed rule
change at least five business days prior to the date of filing of
the proposal.
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) normally may
not become operative prior to 30 days after the date of filing.\9\
However, Rule 19b-4(f)(6)(iii) \10\ permits the Commission to designate
a shorter time if such action is consistent with the protection of
investors and the public interest. The Exchange has requested that the
Commission waive the 30-day pre-operative period, which would make the
rule change operative immediately. The Commission believes that waiving
the 30-day operative delay is consistent with the protection of
investors and the public interest, because the proposed rule change is
substantially similar to rules previously approved by the
Commission.\11\ For this reason, the Commission designates that the
proposal become operative immediately.
---------------------------------------------------------------------------

    \9\ 17 CFR 240.19b-4(f)(6)(iii).
    \10\ Id.
    \11\ See Nasdaq Rules 4751 and 4755.
    For purposes only of waiving the 30-day operative delay, the
Commission has considered the proposed rule's impact on efficiency,
competition, and capital formation. See 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule
change, the Commission may summarily abrogate such rule change if it
appears to the Commission that such action is necessary or appropriate
in the public interest, for the protection of investors, or otherwise
in furtherance of the purposes of the Act.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule

change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's Internet comment form http://www.sec.gov/rules/sro.shtml.
; or     Send an e-mail to<EMAIL_ADDRESS>Please include

File Number SR-ISE-2007-20 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-ISE-2007-20. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
). Copies of the submission, all subsequent amendments, all

written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for inspection and
copying in the Commission's Public Reference Room. Copies of such
filing also will be available for inspection and copying at the
principal office of the ISE. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-ISE-2007-20 and should be submitted on or before April
18, 2007.

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\12\
---------------------------------------------------------------------------

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

Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-5588 Filed 3-27-07; 8:45 am]

BILLING CODE 8010-01-P


Meeting Notes on RFS2 Proposed Rulemaking

Date: 6/30/09

Location: EPA offices

Attendees:

In person							On phone

John Weihrauch, EPA						David Korotney, EPA

Meg McCarthy, EPA						Paul Machiele, EPA

Dave Tenney, National Alliance of Forest Owners		Cassie Phillips,
Weyerhaeuser

William Murray, American Forest and Paper Assn

Catherine Karen, National Alliance of Forest Owners

Robert Simpson, American Forest Foundation

Roger Martella, Sidley Austin, LLP

We discussed the renewable biomass provisions of the proposed Renewable
Fuel Standard regulations, particularly the definitions of “actively
managed tree plantation” and “forest land.”  Additionally, we
discussed the implementation and compliance issues associated with the
renewable biomass provisions.