[Federal Register Volume 80, Number 241 (Wednesday, December 16, 2015)]
[Notices]
[Pages 78269-78275]
[FR Doc No: 2015-31576]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76612; File No. SR-NYSE-2015-53]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change to Its Rules To Provide That
the Co-Location Services Offered by the Exchange Include Three Time
Feeds and Four Bundles of Co-Location Services

December 10, 2015.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on November 27, 2015, New York Stock Exchange LLC (``NYSE''
or the ``Exchange'') filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change as described in Items I
and II below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

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

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

    The Exchange proposes to change its rules to provide that the co-
location services offered by the Exchange include three time feeds and
four bundles of co-location services (``Partial Cabinet Solution
bundles''). The Exchange proposes to amend the Exchange's Price List
(``Price List'') to reflect the time feeds and the Partial Cabinet
Solution bundles.
    The text of the proposed rule change is available on the Exchange's
Web site at www.nyse.com, at the principal office of the Exchange, 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 self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.

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

1. Purpose
    The Exchange proposes to change its rules to provide that the co-
location \4\ services offered by the Exchange include three time feeds
and four new Partial Cabinet Solution bundles. In addition, the
Exchange proposes to amend the Price List to reflect the time feeds and
the Partial Cabinet Solution bundles. The Exchange proposes to offer
the Partial Cabinet Solution bundles beginning January 1, 2016.
---------------------------------------------------------------------------

    \4\ The Exchange initially filed rule changes relating to its
co-location services with the Securities and Exchange Commission
(``Commission'') in 2010. See Securities Exchange Act Release No.
62960 (September 21, 2010), 75 FR 59310 (September 27, 2010) (SR-
NYSE-2010-56) (the ``Original Co-location Filing''). The Exchange
operates a data center in Mahwah, New Jersey (the ``data center'')
from which it provides co-location services to Users.
---------------------------------------------------------------------------

Time Feeds
    The proposed rule change would provide that Users \5\ may purchase
access to three time feeds, each of which provides a feed with the
current time of day using one of three different time protocols: GPS
Time Source, the Network Time Protocol feed (``NTP''), and Precision
Timing Protocol (``PTP'').\6\
---------------------------------------------------------------------------

    \5\ For purposes of the Exchange's co-location services, a
``User'' means any market participant that requests to receive co-
location services directly from the Exchange, a ``Hosting User''
means a User that hosts a Hosted Customer in the User's co-location
space, and a ``Hosted Customer'' means a customer of a Hosting User
that is hosted in a Hosting User's co-location space. See Securities
Exchange Act Release No. 76008 (September 29, 2015), 80 FR 60190
(October 5, 2015) (SR-NYSE-2015-40). As specified in the Price List,
a User that incurs co-location fees for a particular co-location
service pursuant thereto would not be subject to co-location fees
for the same co-location service charged by the Exchange's
affiliates NYSE MKT LLC and NYSE Arca, Inc. See Securities Exchange
Act Release No. 70206 (August 15, 2013), 78 FR 51765 (August 21,
2013) (SR-NYSE-2013-59).
    \6\ The time feeds are unrelated to trading on the Exchange or
the Exchange's data feeds. A User does not require connectivity to a
time feed to trade on the Exchange, and usage of a time feed has no
effect on a User's orders going to, or trade data coming from, the
Exchange.
---------------------------------------------------------------------------

    Time feeds are used to receive time and to synchronize clocks
between computer systems or throughout a

computer network. A User may opt to connect to a time feed for various
reasons, including record keeping or measuring response times.\7\ The
proposed connectivity to time feeds would provide Users a convenient
way to access time protocols.
---------------------------------------------------------------------------

    \7\ For example, a User may connect to a time feed for record
keeping purposes if it uses that specific time protocol for all its
activities, both inside and out of the data center.
---------------------------------------------------------------------------

    The proposed change includes three time feeds. Global Positioning
System (``GPS'') is a time and location system maintained by the United
States government. The Exchange accesses the GPS Time Source feed
through dedicated equipment and subscribing Users connect to the feed
over dedicated cables. For the NTP and PTP time feeds, the Exchange
routes the GPS data through dedicated equipment that reformats the GPS
data into NTP and PTP.\8\ Subscribing Users connect to PTP over
dedicated cables and NTP over the Liquidity Center Network (``LCN''), a
local area network available in the data center.
---------------------------------------------------------------------------

    \8\ The reformatting equipment is programmed by the vendor to
generate NTP and PTP time feeds that comply with industry standards.
The Exchange does not program or manage the reformatting of the GPS
data into NTP and PTP.
---------------------------------------------------------------------------

    Currently, the Exchange's co-location services allow a User to
request a physical cabinet to house its servers and other equipment in
the data center. A User has the option of receiving an entire cabinet
that is dedicated solely to that User (``dedicated cabinet'') or a
partial cabinet available in increments of eight-rack units of space
(``partial cabinet'').\9\ Connectivity to all three time protocols
would be available for dedicated cabinets. Due to technical
limitations, connectivity to the NTP and PTP would be available for
partial cabinets, but connectivity to GPS would not.\10\
---------------------------------------------------------------------------

    \9\ See Original Co-location Filing, at 59310 and Securities
Exchange Act Release No. 71122 (December 18, 2013), 78 FR 77739
(December 24, 2013) (SR-NYSE-2013-81) (notice of filing and
immediate effectiveness of proposed rule change to offer partial
cabinets).
    \10\ The Exchange does not propose to make connectivity to GPS
available for partial cabinets because the proximity of the GPS and
power connections into a partial cabinet would expose GPS to
interference from the cable power connections, interfering with the
delivery of the GPS data.
---------------------------------------------------------------------------

    The Exchange proposes to amend its Price List to reflect fees
related to these services, as follows:

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

------------------------------------------------------------------------
Connection to Time Protocol Feed  Network Time        $300 initial
                                   Protocol Feed       charge plus $100
                                   (Note: LCN only).   monthly.
                                  Precision Time      $1,000 initial
                                   Protocol.           charge plus $250
                                                       monthly.
                                  GPS Time Source     $3,000 initial
                                   (Note: dedicated    charge plus $400
                                   cabinets only).     monthly.
------------------------------------------------------------------------

    Users that order the proposed time feed services will be subject to
a 12-month minimum commitment, after which period they are subject to a
60-day rolling time period.\11\
---------------------------------------------------------------------------

    \11\ The Exchange believes that the 12-month minimum period is
common practice for colocation offerings. See, e.g., Securities
Exchange Act Release No. 68735 (January 25, 2013), 78 FR 6842
(January 31, 2013) (SR-NASDAQ-2012-119) (noting that NASDAQ
represented that the lock-in feature ``is common practice for
colocation offerings''). If a User upgrades a service (i.e., goes
from a 10 Gb to a 40 Gb LCN circuit), it will not be held to the
minimum period for the first service, but will be subject to a 12-
month minimum period for the upgraded service, starting from the
date of the upgrade.
---------------------------------------------------------------------------

Partial Cabinet Solution Bundles
    The Exchange proposes to offer four Partial Cabinet Solution
bundles intended to make it more cost effective for smaller Users to
utilize co-location. These proposed Partial Cabinet Solution bundles
would provide smaller Users a convenient way to create a colocation
environment, by including in each Partial Cabinet Solution bundle
cabinet space, network access, fiber connections (``cross connects''),
and the choice of either the NTP or PTP time feed. The Exchange expects
that such Users would include those with minimal power or cabinet space
demands and Users for which the costs attendant with having a dedicated
cabinet or greater network connection bandwidth are too burdensome. The
Exchange expects that the majority of Users that purchase a Partial
Cabinet Solution bundle will not previously have been a User or Hosted
Customer, but recognizes that it is possible that purchasing Users may
include entities that otherwise would be Hosted Customers. The Exchange
proposes to offer the Partial Cabinet Solution bundles beginning
January 1, 2016.
    As noted above, currently a User may opt to receive a partial
cabinet available in increments of eight-rack units of space. Each
partial cabinet is allocated up to two kilowatts (``kWs'') of power. In
addition, the Exchange offers Users access to two local area networks
available in the data center: The LCN and the internet protocol
(``IP'') network.\12\ The Exchange offers 1 and 10 gigabit (``Gb'') IP
network access, 1, 10, and 40 Gb LCN network access, and LCN 10 Gb LX
network access.\13\
---------------------------------------------------------------------------

    \12\ See Original Co-location Filing, at 59311 and Securities
Exchange Act Release Nos. 74222 (February 6, 2015), 80 FR 7888
(February 12, 2015) (SR-NYSE-2015-05) (notice of filing and
immediate effectiveness of proposed rule change to include IP
network connections and fiber cross connects between a User's
cabinet and a non-User's equipment) (``Release No. 74222'') and
70888 (November 15, 2013), 78 FR 69907 (November 21, 2013) (SR-NYSE-
2013-73) (notice of filing and immediate effectiveness of proposed
rule change to include LCN 10 Gb LX connection).
    \13\ The Exchange also proposes to provide 40 Gb IP network
access. The 40 Gb IP network connection is expected to be available
no later than April 15, 2016. The Exchange will announce the date
that the 40 Gb IP network connection will be available through a
customer notice. See Securities Exchange Act Release No. 76369
(November 5, 2015), 80 FR 70027 (November 12, 2015) (SR-NYSE-2015-
54) (notice of filing and immediate effectiveness of proposed rule
change to include IP 40 Gb network connections).
---------------------------------------------------------------------------

    Users may use cross connects to connect cabinets within the data
center, including between a User's cabinet and a non-User's equipment
within the data center. For example, a User may utilize a cross connect
with a non-User to connect to a carrier's equipment in order to access
the carrier's network outside the data center.\14\
---------------------------------------------------------------------------

    \14\ See Release No. 74222, supra note 12.
---------------------------------------------------------------------------

    The Exchange proposes to offer four Partial Cabinet Solution
bundles. Because the Partial Cabinet Solution bundles are intended to
make it more cost effective for smaller Users to utilize co-location,
the Exchange proposes only to provide access to a Partial Cabinet
Solution bundle to a User that meets the following conditions: (1) The
User purchases only one Partial Cabinet Solution bundle; (2) the User
and its Affiliates \15\ do not currently have a Partial Cabinet
Solution bundle; and (3) after the purchase of the Partial Cabinet
Solution bundle, the User, together with its Affiliates, will have an
aggregate cabinet footprint of no more than 2 kW.\16\ A User's
aggregate cabinet footprint is the total kW of its cabinets, including
both partial and dedicated

cabinets, and a Hosted Customer's aggregate cabinet footprint is the
total kW of the portion of the Hosting User's cabinet, whether partial
or dedicated, allocated to such Hosted Customer.\17\
---------------------------------------------------------------------------

    \15\ For purposes of the Partial Cabinet Solution bundles, an
``Affiliate'' of a User would be any other User or a Hosted Customer
that is under 50% or greater common ownership or control of the
first User.
    \16\ For example, a User with a 4 kW dedicated cabinet would not
be eligible for a Partial Cabinet Solution bundle, as its aggregate
cabinet footprint would be either 5 kW or 6 kW once a Partial
Cabinet Solution bundle was added.
    \17\ The Exchange similarly aggregates eligible activity of
member organization affiliates for purposes of charges or credits
based on volume. See Securities Exchange Act Release No. 74640
(April 2, 2015), 80 FR 18873 (April 8, 2015) (SR-NYSE-2015-13). The
threshold percentage used in the definition of ``affiliate'' for
purposes of charges or credits based on volume is 75%. Id. The
Exchange proposes a lower threshold in the present case in order to
discourage any User from taking deliberate advantage of the proposed
Partial Cabinet Solution bundle by setting up separate corporate
entities to act as Users or Hosted Customers.
---------------------------------------------------------------------------

    The Exchange proposes to aggregate the aggregate cabinet footprint
of a User of a Partial Cabinet Solution bundle with the aggregate
cabinet footprint of its Affiliates for purposes of determining whether
the User has satisfied the conditions in order to avoid disparate
treatment of Users that have divided their various business activities
between separate corporate entities, including between a User and a
Hosted Customer, as compared to Users that operate those business
activities within a single corporate entity. Accordingly, the Exchange
proposes that a User requesting a Partial Cabinet Solution bundle be
required to represent to the Exchange (a) whether it has any Affiliates
that are Users or Hosted Customers, and (b) that its aggregate cabinet
footprint, together with the aggregate cabinet footprint of its
Affiliates that are also Users or Hosted Customers and the cabinet
footprint of the Partial Cabinet Solution bundle, will not exceed 2 kW.
In addition, the User of a Partial Cabinet Solution bundle would be
required to inform the Exchange immediately of any event that causes
another User or Hosted Customer to become an Affiliate.\18\ The
Exchange proposes to revise the Price List accordingly.
---------------------------------------------------------------------------

    \18\ The Exchange would review available information regarding
the entities and may request additional information to verify the
Affiliate status of a User or Hosted Customer. The Exchange would
approve a request for a Partial Cabinet Solution bundle unless it
determines that the certification is not accurate.
---------------------------------------------------------------------------

    If a User of a Partial Cabinet Solution bundle became Affiliated
with one or more other Users or Hosted Customers and thereby no longer
met the conditions for access to the Partial Cabinet Solution bundle,
or if the User otherwise ceased to meet the conditions for access, the
Exchange would no longer offer access to the Partial Cabinet Solution
bundle to such User. Once the User ceased to meet the conditions for
access to the Partial Cabinet Solution bundle, it would be charged for
each of the services individually, at the price for each such service
set out in the Price List. Such price change would be effective as of
the date that the User ceased to meet the conditions.
    The Exchange proposes that Users that purchase a Partial Cabinet
Solution bundle would be charged a non-recurring initial charge
(``NRC'') and a monthly recurring charge (``MRC'').\19\ The Exchange
proposes that Users that order a Partial Cabinet Solution bundle on or
before December 31, 2016 would have their MRC reduced by 50% for the
first 12 months.
---------------------------------------------------------------------------

    \19\ A User that changes its Partial Cabinet Solution bundle
would not be subject to a second NRC. Rather, it would pay the
difference, if any, between the NRCs. For example, a User that buys
an Option A Partial Cabinet Solution bundle would pay a $7,500 NRC.
If it then opted to change to Option C, it would pay $2,500, i.e.
the difference between the Option A and Option C NRCs of $7,500 and
$10,000, respectively.
---------------------------------------------------------------------------

    The Exchange proposes to amend its Price List to reflect fees
related to these new services, as follows:

------------------------------------------------------------------------
        Type of service              Description       Amount of charge
------------------------------------------------------------------------
Partial Cabinet Solution         Option A:.........  $7,500 initial
 bundles (effective from         1 kW partial         charge per bundle
 January 1, 2016).                cabinet, 1 LCN      plus monthly
Note: A User and its Affiliates   connection (1       charge per bundle
 are limited to one Partial       Gb), 1 IP network   as follows:
 Cabinet Solution bundle at a     connection (1       For Users
 time. A User and its             Gb), 2 fiber        that order on or
 Affiliates must have an          cross connections   before December
 aggregate cabinet footprint of   and either the      31, 2016: $3,000
 2 kW or less to qualify for a    Network Time        monthly for first
 Partial Cabinet Solution         Protocol Feed or    12 months of
 bundle.                          Precision Timing    service, and
                                  Protocol.           $6,000 monthly
                                                      thereafter.
                                                      For Users
                                                      that order after
                                                      December 31, 2016:
                                                      $6,000 monthly.
                                 Option B:           $7,500 initial
                                 2 kW partial         charge per bundle
                                  cabinet, 1 LCN      plus monthly
                                  connection (1       charge per bundle
                                  Gb), 1 IP network   as follows:
                                  connection (1       For Users
                                  Gb), 2 fiber        that order on or
                                  cross connections   before December
                                  and either the      31, 2016: $3,500
                                  Network Time        monthly for first
                                  Protocol Feed or    12 months of
                                  Precision Timing    service, and
                                  Protocol.           $7,000 monthly
                                                      thereafter.
                                                      For Users
                                                      that order after
                                                      December 31, 2016:
                                                      $7,000 monthly.
                                 Option C:           $10,000 initial
                                 1 kW partial         charge per bundle
                                  cabinet, 1 LCN      plus monthly
                                  connection (10      charge per bundle
                                  Gb), 1 IP network   as follows:
                                  connection (10      For Users
                                  Gb), 2 fiber        that order on or
                                  cross connections   before December
                                  and either the      31, 2016: $7,000
                                  Network Time        monthly for first
                                  Protocol Feed or    12 months of
                                  Precision Timing    service, and
                                  Protocol.           $14,000 monthly
                                                      thereafter.
                                                      For Users
                                                      that order after
                                                      December 31, 2016:
                                                      $14,000 monthly.
                                 Option D:           $10,000 initial
                                 2 kW partial         charge per bundle
                                  cabinet, 1 LCN      plus monthly
                                  connection (10      charge per bundle
                                  Gb), 1 IP network   as follows:
                                  connection (10      For Users
                                  Gb), 2 fiber        that order on or
                                  cross connections   before December
                                  and either the      31, 2016: $7,500
                                  Network Time        monthly for first
                                  Protocol Feed or    12 months of
                                  Precision Timing    service, and
                                  Protocol.           $15,000 monthly
                                                      thereafter.
                                                      For Users
                                                      that order after
                                                      December 31, 2016:
                                                      $15,000 monthly.
------------------------------------------------------------------------

    Each proposed Partial Cabinet Solution bundle is made up of a
number of different services. If a User purchased each of the
components of a Partial Cabinet Solution bundle, whether over several
purchases or in one order, and met the conditions described above for
access to the Partial Cabinet Solution bundle, the Exchange would
automatically treat the User's services as a Partial Cabinet Solution
bundle and, effective the date of installation of the

final component, reduce the User's MRC to the MRC for the relevant
bundle.\20\
---------------------------------------------------------------------------

    \20\ The Exchange proposes to implement the proposed Partial
Cabinet Solution bundle changes effective January 1, 2016. If as of
that date a User already had each of the components of a Partial
Cabinet Solution bundle and met the conditions described above for
access to the Partial Cabinet Solution bundle, the Exchange would
automatically treat the User's services as a Partial Cabinet
Solution bundle and reduce the User's MRC to the MRC for the
relevant bundle, effective January 1, 2016.
---------------------------------------------------------------------------

    Finally, the Exchange proposes to make non-substantive changes to
the Price List to add subheadings under ``Co-Location Fees'' for
``Definitions'' and ``General Notes''. Definitions of aggregate cabinet
footprint and Affiliate would be added under ``Definitions''. The
existing note stating that a User that incurs co-location fees for a
particular co-location service would not be subject to co-location fees
for the same co-location service charged by the Exchange's affiliates
would become note one under ``General Notes'' and the proposed
provisions regarding aggregate cabinet footprints and what portion of
an NRC, if any, a User would be subject to if it changed bundles would
become note two.\21\
---------------------------------------------------------------------------

    \21\ See note 18, supra.
---------------------------------------------------------------------------

    Users that purchase a proposed Partial Cabinet Solution bundle
would not be subject to the 12-month minimum commitment, but rather
would be subject to a 90-day commitment, after which period they would
be subject to the 60-day rolling time period. As noted above, the
Exchange anticipates that Users of the Partial Cabinet Solution bundles
would include those with minimum power or cabinet space demands and
Users for which the costs attendant with having a dedicated cabinet or
greater network connection bandwidth are too burdensome. The Exchange
proposes to have a reduced minimum commitment period for the Partial
Cabinet Solution bundle to further reduce the cost commitment for such
Users.
General
    As is the case with all Exchange co-location arrangements, (i)
neither a User nor any of the User's customers would be permitted to
submit orders directly to the Exchange unless such User or customer is
a member organization, a Sponsored Participant or an agent thereof
(e.g., a service bureau providing order entry services); (ii) use of
the co-location services proposed herein would be completely voluntary
and available to all Users on a non-discriminatory basis; \22\ and
(iii) a User would only incur one charge for the particular co-location
service described herein, regardless of whether the User connects only
to the Exchange or to the Exchange and one or both of its
affiliates.\23\
---------------------------------------------------------------------------

    \22\ As is currently the case, Users that receive co-location
services from the Exchange will not receive any means of access to
the Exchange's trading and execution systems that is separate from,
or superior to, that of other Users. In this regard, all orders sent
to the Exchange enter the Exchange's trading and execution systems
through the same order gateway, regardless of whether the sender is
co-located in the data center or not. In addition, co-located Users
do not receive any market data or data service product that is not
available to all Users, although Users that receive co-location
services normally would expect reduced latencies in sending orders
to, and receiving market data from, the Exchange.
    \23\ See SR-NYSE-2013-59, supra note 5 at 51766. The Exchange's
affiliates have also submitted the same proposed rule change to
propose the changes described herein. See SR-NYSEMKT-2015-89 and SR-
NYSEArca-2015-102.
---------------------------------------------------------------------------

    The proposed change is not otherwise intended to address any other
issues relating to co-location services and/or related fees, and the
Exchange is not aware of any problems that Users would have in
complying with the proposed change.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\24\ in general, and furthers the
objectives of Sections 6(b)(5) of the Act,\25\ in particular, because
it is 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 mechanisms of, a free and open market and a national market
system and, in general, to protect investors and the public interest
and because it is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \24\ 15 U.S.C. 78f(b).
    \25\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that providing connectivity to time feeds is
not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers because the service would offer
connectivity to different time feed options, allowing a User that opts
to connect to a time feed to select the time protocol that best suits
its needs, helping it tailor its data center operations to the
requirements of its business operations. The time feeds are unrelated
to trading on the Exchange or the Exchange's data feeds. A User does
not require connectivity to a time feed to trade on the Exchange, and
usage of a time feed has no effect on a User's orders going to, or
trade data coming from, the Exchange.
    The Exchange believes that providing connectivity to GPS for
dedicated cabinets but not partial cabinets and to NTP through the LCN
but not the IP network is not designed to permit unfair discrimination
between customers, issuers, brokers, or dealers because the Exchange
proposes to offer connectivity to time feeds, including GPS and NTP, as
a convenience to Users, and usage of a time feed has no effect on a
User's orders going to, or trade data coming from, the Exchange.
Regarding GPS, the proximity of GPS and power connections into a
partial cabinet would expose GPS to interference from the cable power
connections, interfering with the delivery of the GPS data, and so the
Exchange is not able to offer connectivity to GPS for partial cabinets.
A User that requires connectivity to GPS could opt to purchase a
dedicated cabinet or become a Hosted Customer of a Hosting User with a
dedicated cabinet. Regarding NTP, the Exchange has opted to offer the
NTP only over the LCN due to a lack of demand for the NTP over the IP
network. A User that requires connectivity to NTP could connect to the
LCN.
    The Exchange believes that the Partial Cabinet Solution bundles are
not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers because the Partial Cabinet Solution
bundles would offer four different Partial Cabinet Solution bundles
with options with respect to cabinet footprint and network connections.
Users that require other sizes or combinations of cabinets, network
connections and cross connects could still request them.
    The Exchange believes that its proposal would remove impediments
to, and perfects the mechanisms of, a free and open market and a
national market system and, in general, protects investors and the
public interest because the proposed connectivity to time feeds would
provide Users a convenient way to access time protocols. Having
different time feed options would allow a User with a dedicated cabinet
to select the time protocol that suits its needs, and for a User with a
partial cabinet to select between the NTP and PTP.
    In addition, the Exchange believes that its proposal would remove
impediments to, and perfects the mechanisms of, a free and open market
and a national market system and, in general, protects investors and
the public interest because the proposed Partial Cabinet Solution
bundles would make it more cost effective for Users

that meet the conditions described above for access to the Partial
Cabinet Solution bundle to utilize co-location by creating a convenient
way to create a colocation environment, through four Partial Cabinet
Solution bundles with options with respect to cabinet footprint and
network connections. The Exchange expects that such Users would include
those with minimal power or cabinet space demands and Users for which
the costs attendant with having a dedicated cabinet or greater network
connection bandwidth are too burdensome. Such Users may choose to pass
on such cost savings to their customers. The Exchange expects that the
majority of Users that purchase a Partial Cabinet Solution bundle will
not previously have been a User or Hosted Customer, but recognizes that
it is possible that purchasing Users may include entities that
otherwise would be Hosted Customers.
    The Exchange also believes that the proposed rule change is
consistent with Section 6(b)(4) of the Act,\26\ in particular, because
it provides for the equitable allocation of reasonable dues, fees, and
other charges among its members, issuers and other persons using its
facilities and does not unfairly discriminate between customers,
issuers, brokers or dealers. Overall, the Exchange believes that the
proposed fees for the time feed connectivity and Partial Cabinet
Solution bundles are reasonable because the Exchange proposes to offer
the services as a convenience to Users, but in doing so will incur
certain costs, including costs related to the data center facility,
hardware and equipment and costs related to personnel required for
initial installation and monitoring, support and maintenance of such
services. The higher fee in connection with the GPS reflects the
greater costs for its equipment, installation and maintenance in
comparison with the other time feeds. The Exchange believes that
submitting Users that order the proposed time feed services to a 12-
month minimum commitment, after which period they would be subject a
60-day rolling time period, is reasonable, as it reflects the
investment the Exchange incurs in order to provide the service. The
Exchange believes that the 12-month minimum period is common practice
for colocation offerings.
---------------------------------------------------------------------------

    \26\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

    In addition, the Exchange believes that its proposal to limit
access to Partial Cabinet Solution bundles to a User that meets the
conditions described above, specifically, that (1) the User purchases
only one Partial Cabinet Solution bundle, (2) the User and its
Affiliates do not currently have a Partial Cabinet Solution bundle,
and, (3) after the purchase of a Partial Cabinet Solution bundle, the
User, together with its Affiliates, will have an aggregate cabinet
footprint of no more than 2 kW, is reasonable, because the Partial
Cabinet Solution bundles are intended to make it more cost effective
for smaller Users to utilize co-location. All Users would be subject to
the same limits on the number of Partial Cabinet Solution bundles and
aggregate cabinet footprint. The Exchange believes that the proposal is
reasonable because it establishes a manner for the Exchange to treat
Users for purposes of assessing aggregate cabinet footprint. The
provision is equitable because all Users seeking to purchase a Partial
Cabinet Solution bundle would be subject to the same parameters. The
Exchange further notes that the proposal would serve to reduce any
potential for confusion on how cabinet footprint can be aggregated or
what entities would constitute Affiliates.
    The Exchange believes that, by aggregating the aggregate cabinet
footprint of a User with the aggregate cabinet footprint of its
Affiliates for purposes of determining whether the User has satisfied
the conditions, the proposed rule change avoids disparate treatment of
Users that have divided their various business activities between
separate corporate entities, including between a User and a Hosted
Customer, as compared to Users that operate those business activities
within a single corporate entity. The Exchange believes that setting
the common ownership or control threshold in the definition of
Affiliates at 50% is reasonable because it will discourage any User
from taking deliberate advantage of the proposed Partial Cabinet
Solution bundle by setting up separate corporate entities to act as
Users or Hosted Customers.
    The Exchange believes that it is reasonable that Users that order a
Partial Cabinet Solution bundle on or before December 31, 2016 would
have their MRC reduced by 50% for the first 12 months because the
Partial Cabinet Solution bundles are a new service, and so it is
reasonable to offer such reduction as an incentive to Users to utilize
the new service. Similarly, the Exchange believes that submitting Users
that purchase the propose Partial Cabinet Solution bundle to a 90-day
commitment, rather than the 12-month minimum commitment, after which
period they would be subject to the 60-day rolling time period, is
reasonable. As noted above, the Exchange anticipates that Users of the
Partial Cabinet Solution bundles would include those with minimum power
or cabinet space demands and Users for which the costs attendant with
having a dedicated cabinet or greater network connection bandwidth are
too burdensome. The Exchange believes that it is reasonable to have a
reduced minimum commitment period for the Partial Cabinet Solution
bundle to further reduce the cost commitment for such Users as an
incentive to Users to utilize the new service.
    The Exchange believes that it is reasonable not to charge a User
that changes its Partial Cabinet Solution bundle a second NRC, but
instead charge the difference, if any, between the NRCs, because the
cost to the Exchange of modifying the service to move a User to a
different Partial Cabinet Solution bundle is lower than the cost of the
initial installation of a Partial Cabinet Solution bundle.
    The Exchange also believes that the services and fees proposed
herein for Partial Cabinet Solution bundles are reasonable because if a
User purchased each of the components of a Partial Cabinet Solution
bundle, whether over several purchases or in one order, and met the
conditions described above for access to the Partial Cabinet Solution
bundle, the Exchange would automatically treat the User's services as a
Partial Cabinet Solution bundle and, effective the date of installation
of the final component, reduce the User's MRC to the MRC for the
relevant bundle.
    The Exchange believes that the proposed change to provide Users
access to time feeds is equitable and not unfairly discriminatory
because it will result in fees being charged only to Users that
voluntarily select to receive the corresponding services and because
those services will be available to all Users. Furthermore, the
Exchange believes that the services and fees proposed herein are not
unfairly discriminatory and are equitably allocated because, in
addition to the connectivity to time feeds being completely voluntary,
it is available to all Users on an equal basis (i.e., the same
connectivity to time feed products and services is available to all
Users, and the same conditions described above for access to the
Partial Cabinet Solution bundles would apply to all Users). All Users
that voluntarily select connectivity to one or more of the proposed
time feeds would be charged the same amount for the same services.
    The Exchange believes that the proposed change to provide Partial
Cabinet Solution bundles is equitable and not unfairly discriminatory
because

it would be available to all Users that meet the conditions described
above for access to the Partial Cabinet Solution bundle and would
result in fees being charged only to such Users that voluntarily select
to receive the corresponding service.
    The Exchange believes that the proposed change to provide Partial
Cabinet Solution bundles provides for the equitable allocation of
reasonable dues, fees, and other charges among its members, issuers and
other persons using its facilities. As previously stated, the proposal
would make it more cost effective for Users that meet the conditions
described above for access to the Partial Cabinet Solution bundle to
utilize co-location. While the Exchange expects that the majority of
Users that purchase a Partial Cabinet Solution bundle will not
previously have been a User or Hosted Customer, it recognizes that it
is possible that purchasing Users may include entities that otherwise
would be Hosted Customers. However, it notes that being a Hosted
Customer and being a User with a Partial Cabinet Solution bundle are
not fungible. A Hosting User manages the service provided to the Hosted
Customer, which services may include, for example, supporting the
Hosted Customer's technology, whether hardware or software. The Hosted
Customer has no relationship with the Exchange. A User with a Partial
Cabinet Solution bundle, by contrast, is responsible for supporting its
own technology and is in a direct contractual relationship with the
Exchange. Providing entities with the additional option of the Partial
Cabinet Solution bundle will allow them to select the relationship and
type of service that better corresponds to their needs and resources.
    Furthermore, the Exchange believes that the Partial Cabinet
Solution bundle services and fees proposed herein are not unfairly
discriminatory and are equitably allocated because, in addition to the
services being completely voluntary, they are available to all Users on
an equal basis (i.e., the same products and services are available to
all Users, and the same conditions described above for access to the
Partial Cabinet Solution bundles would apply to all Users). All Users
that voluntarily select the proposed Partial Cabinet Solution bundle
service would be subject to the same limits on the number of Partial
Cabinet Solution bundles and aggregate cabinet footprint. The Exchange
believes that, by aggregating the aggregate cabinet footprint of a User
with the aggregate cabinet footprint of its Affiliates for purposes of
determining whether the User has satisfied the conditions, the proposed
limit on aggregate cabinet footprint avoids disparate treatment of
Users that have divided their various business activities between
separate corporate entities, including between a User and a Hosted
Customer, as compared to Users that operate those business activities
within a single corporate entity. Finally, all Users that order a
bundle on or before December 31, 2016 would have their MRC reduced by
50% for the first 12 months.
    The Exchange believes that it is equitable and not unfairly
discriminatory to not charge a User that changes its Partial Cabinet
Solution bundle a second NRC, but instead charge the difference, if
any, between the NRCs, because the cost to the Exchange of modifying
the service to move a User to a different Partial Cabinet Solution
bundle is lower than the cost of the initial installation of a Partial
Cabinet Solution bundle.
    The Exchange also believes that the services and fees proposed
herein for Partial Cabinet Solution bundles are not unfairly
discriminatory and are equitably allocated because if a User purchased
each of the components of a Partial Cabinet Solution bundle, whether
over several purchases or in one order, and met the conditions
described above for access to the Partial Cabinet Solution bundle, the
Exchange would automatically treat the User's services as a Partial
Cabinet Solution bundle and, effective the date of installation of the
final component, reduce the User's MRC to the MRC for the relevant
bundle.
    For the reasons above, the proposed changes do not unfairly
discriminate between or among market participants that are otherwise
capable of satisfying any applicable co-location fees, requirements,
terms and conditions established from time to time by the Exchange.
    Finally, the Exchange believes that it is subject to significant
competitive forces, as described below in the Exchange's statement
regarding the burden on competition.
    For these reasons, the Exchange believes that the proposal is
consistent with the Act.

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

    In accordance with Section 6(b)(8) of the Act,\27\ the Exchange
believes that the proposed rule change will not impose any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act because, in addition to the proposed services being
completely voluntary, they are available to all Users on an equal basis
(i.e. the same products and services are available to all Users, and
the same conditions described above for access to the Partial Cabinet
Solution bundles would apply to all Users).
---------------------------------------------------------------------------

    \27\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    The Exchange believes that providing Users with connectivity to
time feeds will not impose any burden on competition that is not
necessary or appropriate in furtherance of the purposes of the Act
because such connectivity satisfies User demand for a convenient way to
access time protocols. Having connectivity to different time feed
options would allow a User with a dedicated cabinet to select the time
protocol that best suits its needs, and for a User with a partial
cabinet to select between the NTP and PTP, helping Users tailor their
data center operations to the requirements of their business
operations. In addition, the Exchange believes that providing
connectivity to GPS for dedicated cabinets but not partial cabinets and
to NTP through the LCN but not the IP network will not impose any
burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act because the Exchange proposes to
offer connectivity to time feeds, including GPS and NTP, as a
convenience to Users, and usage of a time feed has no effect on a
User's orders going to, or trade data coming from, the Exchange.
    The Exchange believes that allowing Users to purchase Partial
Cabinet Solution bundles will not impose any burden on competition that
is not necessary or appropriate in furtherance of the purposes of the
Act because such access will satisfy User demand for cost effective
options for smaller Users that choose to utilize co-location. All Users
that meet the conditions described above for access to the Partial
Cabinet Solution bundle would be subject to the same limits on the
number of Partial Cabinet Solution bundles and aggregate cabinet
footprint, all Users that order a bundle on or before December 31, 2016
would have their MRC reduced by 50% for the first 12 months, and all
Users that change Partial Cabinet Solution bundles would not be charged
a second NRC, but instead charged the difference, if any, between the
NRCs.
    The Exchange believes that allowing Users to purchase Partial
Cabinet Solution bundles will not impose any burden on competition that
is not necessary or appropriate in furtherance of the purposes of the
Act because, as previously stated, the proposal would make it more cost
effective for Users

that meet the conditions described above for access to the Partial
Cabinet Solution bundle to utilize co-location. While the Exchange
expects that the majority of Users that purchase a Partial Cabinet
Solution bundle will not previously have been a User or Hosted
Customer, it recognizes that it is possible that purchasing Users may
include entities that otherwise would be Hosted Customers. However, it
notes that being a Hosted Customer and being a User with a Partial
Cabinet Solution bundle are not fungible. A Hosting User manages the
service provided to the Hosted Customer, which services may include,
for example, supporting the Hosted Customer's technology, whether
hardware or software. The Hosted Customer has no relationship with the
Exchange. A User with a Partial Cabinet Solution bundle, by contrast,
is responsible for supporting its own technology and is in a direct
contractual relationship with the Exchange. Providing entities with the
additional option of the Partial Cabinet Solution bundle will allow
them to select the relationship and type of service that better
corresponds to their needs and resources.
    The proposed changes will also enhance competition by making it
more cost effective for Users that meet the conditions described above
for access to the Partial Cabinet Solution bundle to utilize co-
location by creating a convenient way to create a colocation
environment, through Partial Cabinet Solution bundles with options with
respect to cabinet footprint and network connections. Such Users may
choose to pass on such cost savings to their customers.
    Finally, the Exchange notes that it operates in a highly
competitive market in which market participants can readily favor
competing venues if they deem fee levels at a particular venue to be
excessive. In such an environment, the Exchange must continually
review, and consider adjusting, its services and related fees and
credits to remain competitive with other exchanges. For the reasons
described above, the Exchange believes that the proposed rule change
reflects this competitive environment.

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

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

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

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange consents, the Commission shall: (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 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 No. SR-NYSE-2015-53 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 No. SR-NYSE-2015-53. 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 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 Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549 on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File No. SR-NYSE-2015-53, and should be
submitted on or before January 6, 2016.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\28\
---------------------------------------------------------------------------

    \28\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2015-31576 Filed 12-15-15; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: May 9, 2008 (Volume 73, Number 91)]
[Notices]
[Page 26459-26463]
[DOCID:fr09my08-119]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57771; File No. SR-NASDAQ-2008-038]

Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing and Order Granting Accelerated Approval of Proposed
Rule Change to Trade Shares of Certain PowerShares Actively Managed
Exchange-Traded Funds Pursuant to Unlisted Trading Privileges

May 2, 2008.
    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 April 25, 2008, The NASDAQ Stock Market LLC (``Nasdaq'' 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 Nasdaq. This
order provides notice of filing of the proposed rule change and
approves it on an accelerated basis.
---------------------------------------------------------------------------

    \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

    Nasdaq proposes to trade the shares (``Shares'') of four funds of
the PowerShares Actively Managed Exchange-Traded Fund Trust (``Trust'')
pursuant to unlisted trading privileges (``UTP''). The text of the
proposed rule change is available at Nasdaq's principal office, the
Commission's Public Reference Room, and http://
www.nasdaq.complinet.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, Nasdaq included statements
concerning the purpose of, and basis for, the proposed rule change. The
text of these statements may be examined at the places specified in
Item III below. Nasdaq 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
    Nasdaq proposes to trade the Shares of the following funds pursuant
to UTP: (1) The PowerShares Active AlphaQ Fund; (2) the PowerShares
Active Alpha Multi-Cap Fund; (3) the PowerShares Active Mega-Cap
Portfolio; and (4) the PowerShares Active Low Duration Portfolio
(collectively, the ``Funds''). The Commission has recently approved the
listing and trading of the Shares of the Funds on NYSE Arca Equities,
Inc.\3\ The Shares are offered by the Trust, a business trust organized
under the laws of the State of Delaware and registered with the
Commission as an open-end management investment company.\4\ The Trust
currently consists of the Funds,

each of which is an actively managed exchange-traded fund. The Exchange
represents that the Funds will not purchase or sell securities in
markets outside the United States.
---------------------------------------------------------------------------

    \3\ See Securities Exchange Act Release No. 57619 (April 4,
2008), 73 FR 19544 (April 10, 2008) (SR-NYSEArca-2008-25) (``NYSE
Arca Proposal'').
    \4\ The Trust is registered under the Investment Company Act of
1940 (``1940 Act''). On November 26, 2007, the Trust filed with the
Commission a Registration Statement for the Funds on Form N-1A under
the Securities Act of 1933 and under the 1940 Act (File Nos. 333-
147622 and 811-22148) (``Registration Statement''). On November 16,
2007, the Trust filed with the Commission an Amended and Restated
Application (``Application'') for an Amended Order under Sections
6(c) and 17(b) of the 1940 Act. See Investment Company Act Release
No. 28140 (February 1, 2008), 73 FR 7328 (February 7, 2008) (File
No. 812-3386).
---------------------------------------------------------------------------

Description of the Funds and the Trust
    PowerShares Capital Management LLC (``Advisor'') is the investment
advisor to the Funds. AER Advisors, Inc. (``AER'') is the subadvisor to
the PowerShares Active AlphaQ Fund and the PowerShares Active Alpha
Multi-Cap Fund (the ``Initial AER Funds''), and Invesco Institutional
(N.A.) Inc. (``Invesco'') is the subadvisor to the PowerShares Active
Mega-Cap Portfolio and the PowerShares Active Low Duration
Portfolio.\5\ The Advisor, AER, and Invesco are each registered as an
investment adviser under the Investment Advisers Act of 1940.
---------------------------------------------------------------------------

    \5\ The Exchange states that the information provided herein is
based on information included in the Application.
---------------------------------------------------------------------------

    AER will employ its unique stock screening methodology in the
management of the Initial AER Funds. In employing its methodology, AER
tracks and rates all U.S. stocks of companies with over $400 million
market capitalization and which are listed on a national securities
exchange. It is anticipated by AER that less than 3% of all securities
in the Master Stock List \6\ will be American Depositary Receipts
(``ADRs'') and that ADRs will not represent more than 3% of any one
Fund. Each Initial AER Fund's investment objective will be to provide
long-term capital appreciation by investing, under normal conditions,
at least 95% of its total assets in stocks represented in its
appropriate universe as determined by AER. The balance of the Initial
AER Fund's assets may be invested in cash and money market instruments.
Each Initial AER Fund's benchmark index will be a broad-based index
relevant to its investment objective, strategy, and market
capitalization. AER anticipates that the benchmark indexes for the
Initial AER Funds will be as follows: (1) NASDAQ 100 Index for the
PowerShares Active AlphaQ Fund; and (2) S&P 500 Index for the
PowerShares Active Alpha Multi-Cap Fund.
---------------------------------------------------------------------------

    \6\ ``Master Stock List'' is defined in the Registration
Statement. See E-mail from Jonathan Cayne, Associate General
Counsel, Nasdaq, to Edward Cho, Special Counsel, and Steve Varholik,
Staff Attorney, Division of Trading and Markets, Commission, dated
April 30, 2008 (referring to the Registration Statement for the
definition of Master Stock List).
---------------------------------------------------------------------------

    The PowerShares Active Mega-Cap Portfolio's investment objective is
long-term growth of capital. The PowerShares Active Mega-Cap Portfolio
seeks to meet its objective by normally investing at least 80% of its
assets in a diversified portfolio of equity securities of mega-
capitalization companies. The principal type of equity securities
purchased by the Fund is common stock. The PowerShares Active Mega-Cap
Portfolio may also invest in derivative instruments such as futures
contracts and equity-linked derivatives. The PowerShares Active Low
Duration Portfolio's investment objective is to provide total return.
The PowerShares Active Low Duration Portfolio seeks to meet its
investment objective by exceeding the total return of the Lehman
Brothers 1-3 Year U.S. Treasury Index. The PowerShares Active Low
Duration Portfolio seeks to meet its objective by normally investing at
least 80% of its assets in a diversified portfolio of U.S. government
and corporate debt securities. The PowerShares Active Low Duration
Portfolio may invest in structured securitized debt securities, such as
asset-backed securities and both residential and commercial mortgage-
backed securities, and the Fund's investments may include investments
in derivative instruments. Derivative instruments in which the Fund may
invest include, but are not limited to, swaps including interest rate,
total return, and credit default swaps; put options; call options; and
futures contracts and options on futures contracts. The Fund may also
utilize other strategies such as dollar rolls and reverse repurchase
agreements. The Fund may invest up to 25% of its total assets in non-
investment-grade securities (junk bonds).
    The Exchange states that additional information regarding the
Funds, the Shares, the Trust, creations and redemptions, Disclosed
Portfolio (defined below), and Intraday Indicative Value can be found
in the NYSE Arca Proposal \7\ and the Registration Statement,\8\ as
applicable.
---------------------------------------------------------------------------

    \7\ See supra note 3.
    \8\ See supra note 4.
---------------------------------------------------------------------------

Availability of Information
    The Funds' Web site (http://www.powershares.com) will include a
form of the prospectus for each Fund. The Web site will also include
additional quantitative information for each Fund updated on a daily
basis, including: (1) Daily trading volume, the prior business day's
reported closing price, the net asset value (``NAV'') and the mid-point
of the bid/ask spread at the time of calculation of such NAV (the
``Bid/Ask Price''),\9\ and a calculation of the premium and discount of
the Bid/Ask Price against the NAV; and (2) data in chart format
displaying the frequency distribution of discounts and premiums of the
daily Bid/Ask Price against the NAV, within appropriate ranges, for
each of the four previous calendar quarters. On each business day
before commencement of the Regular Market Session on the Exchange,\10\
the Funds will disclose on their Web site the identities and quantities
of the securities and other assets that will form the basis for the
calculation of NAV for each Fund at the end of the business day
(``Disclosed Portfolio'').\11\
---------------------------------------------------------------------------

    \9\ The Bid/Ask Price of a Fund is determined using the highest
bid and the lowest offer on the Exchange as of the time of
calculation of such Fund's NAV. The records relating to Bid/Ask
Prices will be retained by the Funds and their service providers.
    \10\ See Nasdaq Rule 4120(b)(4) (describing the three trading
sessions on the Exchange: (1) Pre-Market Session from 7 a.m. to 9:30
a.m; (2) Regular Market Session from 9:30 a.m. to 4 p.m. or 4:15
p.m.; and (3) Post-Market Session from 4 p.m. or 4:15 p.m. to 8
p.m.).
    \11\ Under accounting procedures followed by the Funds, trades
made on the prior business day (``T'') will be booked and reflected
in NAV on the current business day (``T+1''). Accordingly, the Funds
will be able to disclose at the beginning of the business day the
portfolio that will form the basis for the NAV calculation at the
end of the business day.
---------------------------------------------------------------------------

    Investors interested in a particular Fund can also obtain the
Trust's Statement of Additional Information (``SAI''), each Fund's
Shareholder Reports, and its Form N-CSR and Form N-SAR, filed twice a
year. The Trust's SAI and Shareholder Reports are available free upon
request from the Trust, and those documents and the Form N-CSR and Form
N-SAR may be viewed on-screen or downloaded from the Commission's Web
site (http://www.sec.gov).
    Information regarding market price and volume is and will be
continually available on a real-time basis throughout the day on
brokers' computer screens and other electronic services. The NAV of
each Fund will normally be determined as of the close of the Regular
Market Session on Nasdaq (ordinarily 4 p.m. Eastern Time or ``ET'') on
each business day. The previous day's closing price and trading volume
information will be published daily in the financial section of
newspapers. Quotations and last-sale information for the Shares will be
available through the facilities of the Consolidated Tape Association
(``CTA''). In addition, the Intraday Indicative Value \12\ will be
disseminated at least every 15 seconds during the Regular Market
Session through the facilities of the CTA.
---------------------------------------------------------------------------

    \12\ The Exchange states that the Intraday Indicative Value is
also sometimes referred to as the ``Portfolio Indicative Value''
with respect to these securities.

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

Trading Halts
    Nasdaq will halt trading in the Funds under the conditions
specified in Nasdaq Rules 4120 and 4121, including the provisions of
Nasdaq Rule 4120(b) relating to temporary interruptions in the
calculation or wide dissemination of the Intraday Indicative Value,
among other values. In addition, if Nasdaq becomes aware that the NAV
or the Disclosed Portfolio with respect to a Fund is not disseminated
to all market participants at the same time, it will halt trading in
such series until such time as the NAV and/or the Disclosed Portfolio,
as the case may be, is available to all market participants. Nasdaq may
also cease trading the Shares of the Funds if other unusual conditions
or circumstances exist which, in the opinion of Nasdaq, make further
dealings on Nasdaq detrimental to the maintenance of a fair and orderly
market. Nasdaq will follow any procedures with respect to trading halts
as set forth in Nasdaq Rule 4120(c). Finally, the Exchange states that
the conditions for a halt include a regulatory halt by the listing
market and will stop trading the Shares if the listing market delists
them.
Trading Rules
    Nasdaq deems the Shares to be equity securities, thus rendering
trading in the Shares subject to Nasdaq's existing rules governing the
trading of equity securities. Nasdaq will allow trading in the Shares 7
a.m. until 8 p.m.
Surveillance
    The Exchange states that it intends to utilize its existing
surveillance procedures applicable to derivative products (including
exchange-traded funds) to monitor trading in the Shares. The Exchange
represents that such procedures are adequate to address any concerns
about the trading of the Shares on Nasdaq.
    Trading of the Shares through Nasdaq will be subject to the
surveillance procedures of the Financial Industry Regulatory Authority
(``FINRA'') applicable to equity securities, in general, and exchange-
traded funds, in particular.\13\ The Exchange further states that it
may obtain information via the Intermarket Surveillance Group (``ISG'')
from other exchanges that are members or affiliate members of ISG.
---------------------------------------------------------------------------

    \13\ The Exchange states that FINRA surveils trading on Nasdaq
pursuant to a regulatory services agreement. Nasdaq is responsible
for FINRA's performance under this regulatory services agreement.
---------------------------------------------------------------------------

Information Circular
    Prior to the commencement of trading, the Exchange will inform its
members in an Information Circular of the special characteristics and
risks associated with trading the Shares. Specifically, the Information
Circular will discuss the following: (1) The procedures for purchases
and redemptions of Shares (and that Shares are not individually
redeemable); (2) Nasdaq Rule 2310, which imposes suitability
obligations on Nasdaq members with respect to recommending transactions
in the Shares to customers; (3) how information regarding the Intraday
Indicative Value is disseminated; (4) the requirement that members
deliver a prospectus to investors purchasing newly issued Shares prior
to or concurrently with the confirmation of a transaction;\14\ (5) the
risks involved in trading the Shares during the Pre-Market and Post-
Market Sessions \15\ when an updated Intraday Indicative Value will not
be calculated or publicly disseminated; (6) trading information; (7)
any exemptive, no-action, or interpretive relief granted by the
Commission from any rules under the Act; (8) that the Funds are subject
to various fees and expenses described in the Registration Statement;
(9) that the Commodities Futures Trading Commission has regulatory
jurisdiction over the trading of futures contracts; (10) the trading
hours of the Shares of the Funds; (11) that the NAV for the Shares will
be calculated after 4 p.m. ET each trading day; and (12) that
information about the Shares of each Fund will be publicly available on
the Funds' Web site.
---------------------------------------------------------------------------

    \14\ The Exchange notes that investors purchasing Shares
directly from a Fund will receive a prospectus. Members purchasing
Shares from a Fund for resale to investors will deliver a prospectus
to such investors.
    \15\ See supra note 10.
---------------------------------------------------------------------------

2. Statutory Basis
    Nasdaq believes that the proposal is consistent with Section 6(b)
of the Act,\16\ in general, and Section 6(b)(5) of the Act,\17\ in
particular, in that it is 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, and to
remove impediments to and perfect the mechanism of a free and open
market and a national market system. Nasdaq's rules and procedures
governing the trading of the Shares pursuant to UTP are also consistent
with the goals of Section 6(b)(5) of the Act and the protection of
investors. Specifically, the trading of the Shares is consistent with
Section 6(b)(5) of the Act because it creates competition in the
marketplace, for the benefit of investors and other market
participants. In addition, Nasdaq believes that the proposal is
consistent with Rule 12f-5 under the Act\18\ because it deems the
Shares of the Funds to be equity securities, thus rendering trading in
such Fund Shares subject to the Exchange's existing rules governing the
trading of equity securities.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78f.
    \17\ 15 U.S.C. 78f(b)(5).
    \18\ 17 CFR 240.12f-5.
---------------------------------------------------------------------------

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

    Nasdaq does not believe that the proposed rule change will result
in 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

    Nasdaq states that written comments on the proposed rule change
were neither solicited nor received.

III. 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-NASDAQ-2008-038 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NASDAQ-2008-038. 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, 100 F Street, NE., Washington, DC 20549, on official
business days between the hours of 10 a.m. and 3 p.m. Copies of the
filing also will be available for inspection and copying at the
principal office of the Exchange. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-NASDAQ-2008-038 and should be submitted on or before May
30, 2008.

IV. Commission's Findings and Order Granting Accelerated Approval of
the Proposed Rule Change

    After careful review, the Commission finds that the proposed rule
change is consistent with the requirements of the Act and the rules and
regulations thereunder applicable to a national securities
exchange.\19\ In particular, the Commission believes that the proposal
is consistent with Section 6(b)(5) of the Act,\20\ which requires that
the rules of a national securities exchange be designed to prevent
fraudulent and manipulative acts and practices, to promote just and
equitable principles of trade, to remove impediments to and perfect the
mechanism of a free and open market and national market system, and in
general to protect investors and the public interest.
---------------------------------------------------------------------------

    \19\ In approving this rule change, the Commission notes that it
has considered the proposal's impact on efficiency, competition, and
capital formation. See 15 U.S.C. 78c(f).
    \20\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    In addition, the Commission finds that the proposal is consistent
with Section 12(f) of the Act,\21\ which permits an exchange to trade,
pursuant to UTP, a security that is listed and registered on another
exchange.\22\ The Commission notes that it has approved the listing and
trading of the Shares on NYSE Arca Equities, Inc.\23\ The Commission
also finds that the proposal is consistent with Rule 12f-5 under the
Act,\24\ which provides that an exchange shall not extend UTP to a
security unless the exchange has in effect a rule or rules providing
for transactions in the class or type of security to which the exchange
extends UTP. The Exchange has represented that it meets this
requirement because it 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.
---------------------------------------------------------------------------

    \21\ 15 U.S.C. 78l(f).
    \22\ Section 12(a) of the Act, 15 U.S.C. 78l(a), generally
prohibits a broker-dealer from trading a security on a national
securities exchange unless the security is registered on that
exchange pursuant to Section 12 of the Act. Section 12(f) of the Act
excludes from this restriction trading in any security to which an
exchange ``extends UTP.'' When an exchange extends UTP to a
security, it allows its members to trade the security as if it were
listed and registered on the exchange even though it is not so
listed and registered.
    \23\ See supra note 3.
    \24\ 17 CFR 240.12f-5.
---------------------------------------------------------------------------

    The Commission further believes that the proposal is consistent
with Section 11A(a)(C)(iii) of the Act,\25\ which sets forth Congress'
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. Quotations for and last-sale information regarding the
Shares are disseminated through the facilities of the CTA. In addition,
the Intraday Indicative Value is calculated and disseminated through
the facilities of the CTA at least every 15 seconds throughout Nasdaq's
Regular Market Session, and, on each business day prior to the
commencement of the Regular Market Session, the Funds disclose on their
Web site the Disclosed Portfolio. The Funds' Web site also makes
available the prospectus for each Fund and additional quantitative
information for each Fund, including daily trading volume, previous
closing prices, NAV, and other information relating to NAV and the Bid/
Ask Price.
---------------------------------------------------------------------------

    \25\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
---------------------------------------------------------------------------

    The Commission also believes that the proposal appears reasonably
designed to preclude trading of the Shares if transparency is impaired
or there is unfair dissemination of the NAV or Portfolio Disclosure.
Trading in the Shares will be subject to Nasdaq Rule 4120(b), which
provides that, if the listing market halts trading when the Intraday
Indicative Value, among other values, is not being calculated or
disseminated, the Exchange would also halt trading. Nasdaq also would
halt trading of Shares with respect to a Fund if it becomes aware that
the NAV or the Disclosed Portfolio of that Fund is not disseminated to
all market participants at the same time. Nasdaq would resume trading
the Shares only when the NAV and/or Disclosed Portfolio, as the case
may be, is available to all market participants.
    The Commission notes that, if the Shares should be delisted by the
listing exchange, the Exchange would no longer have the authority to
trade Shares pursuant to this order.
    In support of this proposal, the Exchange has made the following
additional representations:

    1. The Exchange's surveillance procedures are adequate to
properly monitor Exchange trading of the Shares and to address any
concerns about the trading of the Shares on Exchange.
    2. Prior to the commencement of trading, the Exchange would
inform its members in an Information Circular of the special
characteristics and risks associated with trading the Shares.
    3. The Information Circular would discuss, among other things,
the requirement that members deliver a prospectus to investors
purchasing newly issued Shares prior to or concurrently with the
confirmation of the transaction and the risks involved in trading
Shares during the Pre-Market and Post-Market Sessions when an
updated Intraday Indicative Value will not be calculated or publicly
disseminated.

This approval order is based on the Exchange's representations.

    The Commission finds good cause for approving this proposed rule
change before the thirtieth day after publication of notice thereof in
the Federal Register. As noted above, the Commission previously found
that the listing and trading of Shares on NYSE Arca Equities, Inc. is
consistent with the Act. The Commission presently is not aware of any
regulatory issue that should cause it to revisit that earlier finding
or precludes the trading of such Shares on Nasdaq pursuant to UTP. For
these reasons, accelerating approval of Nasdaq's proposal should
benefit investors by creating, without undue delay, additional
competition in the market for these Shares.

V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\26\ that the proposed rule change (SR-NASDAQ-2008-038) be, and it
hereby is, approved on an accelerated basis.
---------------------------------------------------------------------------

    \26\ 15 U.S.C. 78s(b)(2).

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

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\27\
---------------------------------------------------------------------------

    \27\ 17 CFR 200.30-3(a)(12).

Florence E. Harmon,
Deputy Secretary.
[FR Doc. E8-10341 Filed 5-8-08; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register Volume 83, Number 226 (Friday, November 23, 2018)]
[Notices]
[Pages 59399-59400]
[FR Doc No: 2018-25531]

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

DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Internal Agency Docket No. FEMA-4400-DR; Docket ID FEMA-2018-0001]

Georgia; Amendment No. 6 to Notice of a Major Disaster
Declaration

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice.

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

SUMMARY: This notice amends the notice of a major disaster declaration
for the State of Georgia (FEMA-4400-DR), dated October 14, 2018, and
related determinations.

DATES: This amendment was issued November 15, 2018.

FOR FURTHER INFORMATION CONTACT: Dean Webster, Office of Response and
Recovery, Federal Emergency

Management Agency, 500 C Street SW, Washington, DC 20472, (202) 646-
2833.

SUPPLEMENTARY INFORMATION: The notice of a major disaster declaration
for the State of Georgia is hereby amended to include the following
areas among those areas determined to have been adversely affected by
the event declared a major disaster by the President in his declaration
of October 14, 2018.

    Hancock and Tattnall Counties for Public Assistance.
    The following Catalog of Federal Domestic Assistance Numbers
(CFDA) are to be used for reporting and drawing funds: 97.030,
Community Disaster Loans; 97.031, Cora Brown Fund; 97.032, Crisis
Counseling; 97.033, Disaster Legal Services; 97.034, Disaster
Unemployment Assistance (DUA); 97.046, Fire Management Assistance
Grant; 97.048, Disaster Housing Assistance to Individuals and
Households in Presidentially Declared Disaster Areas; 97.049,
Presidentially Declared Disaster Assistance--Disaster Housing
Operations for Individuals and Households; 97.050 Presidentially
Declared Disaster Assistance to Individuals and Households--Other
Needs; 97.036, Disaster Grants--Public Assistance (Presidentially
Declared Disasters); 97.039, Hazard Mitigation Grant.

Brock Long,
Administrator, Federal Emergency Management Agency.
[FR Doc. 2018-25531 Filed 11-21-18; 8:45 am]
BILLING CODE 9111-11-P


 1. 	  2. 	  3. 	  4. 	  5. 	                            6. 	  7. 	  8. 	  9. 	  10.

                                       Guidelines on Fatigue Module 4

                              FATIGUE AND TRAINING

 This module builds upon the previous modules and contains practical information intended to assist in the Training on Fatigue.

 1.     What are the objectives of raising awareness and training on fatigue?

 Fatigue training and awareness are essential components for effective fatigue management. Fatigue should be taught in a way that can assist trainees understand  and  relate to it personally. Seafarers will at some point be required to make operational decisions based on their knowledge of fatigue. Hence, all personnel who work on ships, and shore based personnel who contribute to fatigue management in the company need to have appropriate training.

 As many known fatigue mitigation strategies on board lie outside the power of most  individuals to implement (such as the rearrangement of watches, changing ship design, or modifying voyage schedules), fatigue training should not just be limited to seafarers but should also include shore based personnel involved in overall operational risk assessment and resource allocation on ships.       The content of training programs should be adapted according to the knowledge and skills required for each group, to play their part effectively in fatigue management. All groups require base education about the dynamics of sleep loss and recovery, the effects of the daily cycle of the body clock, the influence of workload, and the ways in which these factors interact with operational demands to produce fatigue. In addition, it is useful for all groups to have information on how to manage their personal fatigue and sleep issues.     The objectives are to provide:     * an awareness of fatigue and  an acceptance that everyone experiences fatigue  -  it  is not a personal shortcoming or weakness;     * know- how about short and long-term fatigue signs and symptoms, including its effects; and possible preventive and mitigating measures; and    * the ability to develop and implement fatigue  management strategies for preventing or minimizing fatigue within places of work.

 2. What approaches and techniques are successful for teaching fatigue management?

 Training in fatigue causes and its management extends from the underlying science (Module 1) to mitigation, control and monitoring (Modules 2, 3 and 5).  It can be taught as part of general maritime training courses, or as specialized short courses. It can be taught ashore or afloat.  It can be included in refresher or revalidation training.        Part of the education process should be to ensure that crew and shore-based personnel who contribute to fatigue management in the company understand the necessity of getting regular rest and sleep, and the implications of being fatigued (both to themselves and to the safety of the ship and/or those working with them).

 Training should include recognizing the symptoms of fatigue and developing preventive measures/mitigating techniques. Earlier modules should be utilized to specifically tailor the training to the audience. Areas covered can include the causes, symptoms, effects, prevention and mitigation factors, including rules and regulations concerning fatigue.

 Initial fatigue-related training efforts should establish a common base level of understanding among seafarers and shore based company employees about fatigue and the impairment it causes. This training should be provided to all seafarers and shore based personnel involved in manning and duty scheduling decisions.              As a minimum seafarer training should comprise:    * Fatigue, its causes and potential consequences (contributors, consequences, high risk situations);  * Sleep (circadian rhythms, body clock, sleep process, circadian low; sleep debt; sleep disorders, working at night and watchkeeping);  * Fatigue countermeasures (mitigation strategies; managing sleep habits, caffeine, nicotine, alcohol, nutrition, exercise, napping, rest breaks, etc.);  * An understanding of the rules and regulations dealing with fatigue (MLC and STCW), and a recognition that these represent one line of defence in managing the risk of fatigue;   * How to identify fatigue in themselves and others;  * Personal strategies that they can use to improve their sleep and to minimize their own fatigue risk, and that of others, while they are on duty;  * Basic information on sleep disorders and their treatment, where to seek help if needed, and any requirements relating to fitness for duty;  * Fatigue management, and how it works.

       Decisions on watch schedules can affect operational fatigue management, hence training and awareness about factors that contribute to fatigue and how duty and watch schedule design is crucial to fatigue management should be part of more comprehensive training. This training should be directed to more shipboard management officers  (master and officers) and shore based personnel involved in manning and duty scheduling decisions.    As a minimum, training for these personnel should comprise:       *     Seafarer training on fatigue as indicated above; *     Their role in relation to fatigue hazard identification, risk assessment, evaluation and reporting; *     How scheduling affects sleep opportunities and can disrupt the body clock, the fatigue risk that this creates, and how it can be mitigated through proper work scheduling (in particular, the timing of duty schedules, work duration, recovery time between duty periods, recovery time between watch schedules and the potential impact that unscheduled changes can have on fatigue); *     The use and limitations of any duty and watch scheduling tools andmodels  to predict the levels of crew fatigue/alertness;  *     Processes and procedures for assessing the potential fatigue impact of planned scheduling changes.

 As in all training, the subject matter can be greatly enhanced by use of computers, video presentations and similar audio-visual aids.

 3. Why include case studies/examples?    It is important to incorporate case studies/examples into the training. These cases serve to support the "lessons learnt". Case studies from all transportation industries are useful, but the majority should focus on the maritime sector and preferably that sector with which the student is involved (coastal or ocean-going ships, barges, ratings, officers, etc.). The cases can be used to provide a picture of what happened, probable causes, and what can be done differently to prevent a reoccurrence.                            *                       *                       *                       *             As in all training, the subject matter can be greatly enhanced by use of computers, video presentations and similar audio-visual aids.

 4. What can be learnt from experience?

 Crew will all come with their personal experience of duty and watch scheduling and perception of fatigue and how to mitigate it. It is very important to share a common understanding on fatigue issues and on its management. Ideally, this new knowledge will be taken back to the workplace and put into practice. Prevention and mitigation measures can become a way of life for those who grasp the concept of fatigue and its effects on seafaring.

 Lessons learnt will provide a means to develop useful strategies to prevent or minimize fatigue. The instructor should review the previously shared personal experiences and direct the conversation toward the "lessons learnt" or strategies. The focus should then shift toward specific experiences (case studies as indicated above) within the seafarer's workplace to show what fatigue  management strategies should be adopted upon returning to the workplace.

 5. How can we disseminate the lessons learnt?

 Lessons learnt play a key role in helping to develop strategies for the workplace. They are also useful in reinforcing awareness of fatigue among seafarers, companies and ship designers. A summary could be circulated on a ship-by-ship or company-by-company basis or even by government agencies to relevant community groups. Various other organizations can also  pass on "lessons learnt."

 The subject of fatigue also fits well with companies, port authorities, and government agencies that print and distribute publications with a safety focus. Videos and Internet web- sites are other useful tools for dissemination. Examples showing how fatigue affects other transportation sectors could enhance the seafarer's understanding of how pervasive and far-reaching the problem is. Distributing these lessons will allow administrations, companies, and seafarers to demonstrate their commitment to the awareness and prevention of fatigue.

 6.      The development of strategies for "life after the training session" is vital. In this regard, it is necessary to incorporate case studies/examples into the training. These cases serve to support the "lessons learnt" portion of the training. Case studies from all transportation industries are useful, but the majority should focus on the maritime sector and preferably that sector with which the student is involved (coastal or ocean-going ships, barges, ratings, officers, etc.). The cases can be used to provide a picture of what happened, probable causes, and what can be done differently to prevent a reoccurrence.                            References    IMO  -  Training Course for Instructors    IMO Model Course 1.21  Personal Safety and Social Responsibilities  2015 Edition    Cardiff University, Seafarers Fatigue Film: https://www.youtube.com/watch?v=ua-ppReV684