[Federal Register Volume 77, Number 15 (Tuesday, January 24, 2012)]
[Notices]
[Pages 3520-3527]
[FR Doc No: 2012-1285]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-66175; File No. SR-NASDAQ-2012-004]

Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing of Proposed Rule Change Relating to the Listing and
Trading of Shares of the Emerging Markets Corporate Bond Fund of the
WisdomTree Trust

January 18, 2012.
    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 January 4, 2012, 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 prepared by Nasdaq. The Commission is
publishing this notice to solicit comments on the proposed rule change
from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    Nasdaq proposes change [sic] to list and trade the shares of the
WisdomTree Emerging Markets Corporate Bond Fund (``Fund'') of the
WisdomTree Trust (``Trust'') under Nasdaq Rule 5735 (``Managed Fund
Shares''). The shares of the Fund are collectively referred to herein
as the ``Shares.'' The text of the proposed rule change is available at
http://nasdaq.cchwallstreet.com, at Nasdaq's principal office, 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, 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 IV below and is set forth in Sections A, B, and C below.

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

1. Purpose
    The Exchange proposes to list and trade the Shares of the Fund
under Nasdaq Rule 5735, which governs the listing and trading of
Managed Fund Shares on the Exchange.\3\ The Fund will be an actively
managed exchange traded fund (``ETF''). The Shares will be offered by
the Trust, which was established as a Delaware statutory trust on
December 15, 2005. The Fund is registered with the Commission as an
investment company and has filed a registration statement on Form N-1A
(``Registration Statement'') with the Commission.\4\
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    \3\ The Commission approved Nasdaq Rule 5735 in Securities
Exchange Act Release No. 57962 (June 13, 2008) 73 FR 35175 (June 20,
2008) (SR-NASDAQ-2008-039). Although the Fund would be the first
actively-managed fund listed on the Exchange, the Commission has
previously approved the listing and trading of a number of actively
managed WisdomTree Investments funds on NYSE Arca, Inc. pursuant to
Rule 8.600 of that exchange. See, e.g., Securities Exchange Act
Release Nos. 57801 (May 8, 2008), 73 FR 27878 (May 14, 2008) (SR-
NYSEArca-2008-31) (order approving listing and trading of twelve
actively-managed funds of the WisdomTree Trust); 58564 (September
17, 2008), 73 FR 55194 (September 24, 2008) (SR-NYSEArca-2008-86)
(order approving listing and trading of WisdomTree Dreyfus Emerging
Currency Fund); 62604 (July 30, 2010), 75 FR 47323 (August 5, 2010)
(SR-NYSEArca-2010-49) (order approving listing and trading of
WisdomTree Emerging Markets Local Debt Fund); 62623 (August 2,
2010), 75 FR 47652 (August 6, 2010) (SR-NYSEArca-2010-51) (order
approving listing and trading of WisdomTree Dreyfus Commodity
Currency Fund); 63598 (December 22, 2010), 75 FR 82106 (December 29,
2010) (SR-NYSEArca-2010-98) (order approving listing and trading of
WisdomTree Managed Futures Strategy Fund); 63919 (February 16,
2011), 76 FR 10073 (February 23, 2011) (SR-NYSEArca-2010-116) (order
approving listing and trading of WisdomTree Asia Local Debt Fund);
64643 (June 10, 2011), 76 FR 35062 (June 15, 2011) (SR-NYSEArca-
2011-21) (order approving listing and trading of WisdomTree Global
Real Return Fund). The Exchange believes the proposed rule change
raises no significant issues not previously addressed in those prior
Commission orders.
    \4\ See Post-Effective Amendment No. 56 to Registration
Statement on Form N-1A for the Trust, dated July 1, 2011 (File Nos.
333-132380 and 811-21864). The descriptions of the Fund and the
Shares contained herein are based, in part, on information in the
Registration Statement.
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Description of the Shares and the Fund
    WisdomTree Asset Management, Inc. (``WisdomTree Asset Management'')
is the investment adviser (``Adviser'') to the Fund.\5\ Western Asset
Management Company serves as sub-adviser for the Fund (``Sub-
Adviser'').\6\ The Bank of New York Mellon is the administrator,
custodian and transfer agent for the Trust. ALPS Distributors, Inc.
(``Distributor'') serves as the distributor for the Trust.\7\
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    \5\ WisdomTree Investments, Inc. (``WisdomTree Investments'') is
the parent company of WisdomTree Asset Management.
    \6\ The Sub-Adviser is responsible for day-to-day management of
the Fund and, as such, typically makes all decisions with respect to
portfolio holdings. The Adviser has ongoing oversight
responsibility.
    \7\ The Commission has issued an order granting certain
exemptive relief to the Trust under the Investment Company Act of
1940 (15 U.S.C. 80a-1) (``1940 Act''). See Investment Company Act
Release No. 28171 (October 27, 2008) (File No. 812-13458). In
compliance with NASDAQ Rule 5735(b)(5), which applies to Managed
Fund Shares based on an international or global portfolio, the
Trust's application for exemptive relief under the 1940 Act states
that the Fund will comply with the federal securities laws in
accepting securities for deposits and satisfying redemptions with
redemption securities, including that the securities accepted for
deposits and the securities used to satisfy redemption requests are
sold in transactions that would be exempt from registration under
the Securities Act of 1933 (15 U.S.C. 77a).
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    Paragraph (g) of Rule 5735 provides that, if the investment adviser
to the investment company issuing Managed Fund Shares is affiliated
with a broker-dealer, such investment adviser shall erect a ``fire
wall'' between the investment adviser and the broker-dealer with
respect to access to information concerning the composition and/or
changes to such investment company portfolio.\8\ In addition, paragraph
(g) further requires that personnel who make decisions on the open-end
fund's portfolio composition must be subject to procedures designed to
prevent the use and dissemination of material nonpublic information
regarding the open-end fund's portfolio. Rule 5735(g) is similar to
Nasdaq Rule 5705(b)(5)(A)(i), however, paragraph (g) in connection with
the establishment of a ``fire wall'' between the investment adviser and
the broker-dealer reflects the applicable open-end fund's portfolio,
not an underlying benchmark index, as is the case with index-based
funds. WisdomTree Asset Management is not affiliated with any broker-
dealer. The Sub-Adviser is affiliated with multiple broker-dealers and
has implemented a ``fire wall'' with respect to such broker-dealers
regarding access to information concerning the composition and/or
changes to the Fund's portfolio. In addition, Sub-Adviser personnel who
make decisions regarding the Fund's portfolio are subject to procedures
designed to prevent the use and dissemination of material nonpublic
information regarding the Fund's portfolio. In the event (a) the
Adviser or the Sub-Adviser becomes newly affiliated with a broker-
dealer, or (b) any new adviser or sub-adviser becomes affiliated with a
broker-dealer, they will implement a fire wall with respect to such
broker-dealer regarding access to information concerning the
composition and/or changes to a portfolio, and will be subject to
procedures designed to prevent the use and dissemination of

material non-public information regarding such portfolio.
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    \8\ An investment adviser to an open-end fund is required to be
registered under the Investment Advisers Act of 1940 (``Advisers
Act''). As a result, the Adviser and Sub-Adviser and their related
personnel are subject to the provisions of Rule 204A-1 under the
Advisers Act relating to codes of ethics. This Rule requires
investment advisers to adopt a code of ethics that reflects the
fiduciary nature of the relationship to clients as well as
compliance with other applicable securities laws. Accordingly,
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with
Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under
the Advisers Act makes it unlawful for an investment adviser to
provide investment advice to clients unless such investment adviser
has (i) adopted and implemented written policies and procedures
reasonably designed to prevent violation, by the investment adviser
and its supervised persons, of the Advisers Act and the Commission
rules adopted thereunder; (ii) implemented, at a minimum, an annual
review regarding the adequacy of the policies and procedures
established pursuant to subparagraph (i) above and the effectiveness
of their implementation; and (iii) designated an individual (who is
a supervised person) responsible for administering the policies and
procedures adopted under subparagraph (i) above.
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WisdomTree Emerging Markets Corporate Bond Fund
    According to the Registration Statement, the Fund seeks to provide
a high level of total return consisting of both income and capital
appreciation. To achieve its objective, the Fund will invest in debt
securities of corporations that are domiciled or economically tied to
emerging market countries.\9\
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    \9\ According to the Adviser, while there is no universally
accepted definition of what constitutes an ``emerging market,'' in
general, emerging market countries are characterized by developing
commercial and financial infrastructure with significant potential
for economic growth and increased capital market participation by
foreign investors. The Adviser and Sub-Adviser look at a variety of
commonly-used factors when determining whether a country is an
``emerging'' market. In general, the Adviser and Sub-Adviser
consider a country to be an emerging market if:
    (1) It is either (a) classified by the World Bank in the lower
middle or upper middle income designation for one of the past 5
years (i.e., per capita gross national product of less than U.S.
$9,385), (b) has not been a member of OECD for the past five years
or (c) classified by the World Bank as high income and a member in
OECD in each of the last five years, but with a currency that has
been primarily traded on a non-delivered basis by offshore investors
(e.g., Korea and Taiwan); and
    (2) the country's debt market is considered relatively
accessible by foreign investors in terms of capital flow and
settlement considerations.
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This definition could be expanded or exceptions made depending on the
evolution of market and economic conditions.
    The Fund intends to qualify each year as a regulated investment
company (``RIC'') under Subchapter M of the Internal Revenue Code of
1986, as amended.\10\ The Fund will invest its assets, and otherwise
conduct its operations, in a manner that is intended to satisfy the
qualifying income, diversification and distribution requirements
necessary to establish and maintain RIC qualification under Subchapter
M. The Subchapter M diversification tests generally require that (1)
the Fund invest no more than 25% of its total assets in securities
(other than securities of the U.S. government or other RICs) of any one
issuer or two or more issuers that are controlled by the Fund and that
are engaged in the same, similar or related trades or businesses, and
(2) at least 50% of the Fund's total assets consist of cash and cash
items, U.S. government securities, securities of other RICs and other
securities, with investments in such other securities limited in
respect of any one issuer to an amount not greater than 5% of the value
of the Fund's total assets and 10% of the outstanding voting securities
of such issuer.
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    \10\ 26 U.S.C. 851.
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    In addition to satisfying the above referenced RIC diversification
requirements, no portfolio security held by the Fund (other than U.S.
government securities and non-U.S. government securities) will
represent more than 30% of the weight of the Fund's portfolio and the
five highest weighted portfolio securities of the Fund (other than U.S.
government securities and/or non-U.S. government securities) will not
in the aggregate account for more than 65% of the weight of the Fund's
portfolio. For these purposes, the Fund may treat repurchase agreements
collateralized by U.S. government securities or non-U.S. government
securities as U.S. or non-U.S. government securities, as applicable.
Corporate and Quasi-Sovereign Debt
    The Fund intends to achieve its investment objectives through
direct and indirect investments in Corporate and Quasi-Sovereign Debt.
For these purposes, Corporate and Quasi-Sovereign Debt includes fixed-
income securities of emerging market countries, such as bonds, notes or
other debt obligations including loan participation notes
(``LPNs''),\11\ as well as other instruments, such as derivative
instruments collateralized by Money Market Securities as described
below. Quasi-Sovereign Debt, specifically, refers to fixed income
securities or debt obligations that are issued by companies or agencies
that may receive financial support or backing from the local government
(collectively, ``Quasi-Sovereign Institutions''). Under normal
circumstances,\12\ the Fund will invest at least 80% of its net assets
in Corporate and Quasi-Sovereign Debt that are fixed income securities.
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    \11\ The Fund may invest in LPNs with a minimum outstanding
principal amount of $200 million that the Adviser or Sub-Adviser
deems to be liquid. The Adviser represents that LPNs denominated in
U.S. dollars are the predominant form of corporate debt financing in
certain emerging markets, particularly in Russia, where they
constitute approximately 70% of the corporate debt market
(approximately $40 billion outstanding). In aggregate, LPNs
represented over 11% of the JP Morgan Emerging Markets Corporate
Bond Index as of November 30, 2011. LPNs are highly liquid
instruments that are typically eligible for settlement at
Eurcoclear, Clearstream, or in the U.S., through DTC. Moreover,
intra-day quotations in LPNs are generally available from major
broker-dealers and data vendors, such as Bloomberg.
    \12\ The term ``under normal circumstances'' includes, but is
not limited to, the absence of extreme volatility or trading halts
in the fixed income markets or the financial markets generally;
operational issues causing dissemination of inaccurate market
information; or force majeure type events such as systems failure,
natural or man-made disaster, act of God, armed conflict, act of
terrorism, riot or labor disruption or any similar intervening
circumstance.
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    Under normal circumstances, the Fund will invest at least 80% of
its assets in fixed income securities. Fixed income securities include
debt instruments, such as bonds, notes and other obligations,
denominated in U.S. dollars or local currencies. Fixed income
securities include Money Market Securities as defined below. Fixed
income securities do not include derivatives.
    The Fund intends to provide exposure across several geographic
regions and countries. The Fund intends to invest in Corporate and
Quasi-Sovereign Debt from the following regions: Asia, Latin America,
Eastern Europe, Africa and the Middle East. Within these regions, the
Fund is likely to invest in countries such as: Argentina, Brazil,
Chile, China, Colombia, Hong Kong, India, Indonesia, Israel, Jamaica,
Kazakhstan, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Russia,
Singapore, Saudi Arabia, South Africa, South Korea, Taiwan, Thailand,
Trinidad & Tobago, Turkey, Ukraine and the United Arab Emirates. This
list may change, based on market developments. The Fund's credit
exposures are consistently monitored from a risk perspective, and may
be modified, reduced, or eliminated. The Fund's exposure to any single
issuer generally will be limited to 10% of the Fund's assets. The
percentage of the Fund's assets in a specific region, country or issuer
will change from time to time. The Fund's exposure to any one country
generally will be limited to 30% of the Fund's assets though this
percentage may change from time to time in response to economic events
and changes to the credit ratings of the Corporate and Quasi-Sovereign
Debt of such countries.
    The universe of emerging market Corporate and Quasi-Sovereign Debt
currently includes securities that are rated ``investment grade'' as
well as ``non-investment grade.'' The Fund intends to provide a broad
exposure to emerging market Corporate and Quasi-Sovereign Debt and
therefore will invest in both investment grade and non-investment grade
securities. The Fund expects to have 65% or more of its assets invested
in investment grade securities, though this percentage may change from
time to time in response to economic events and changes to the credit
ratings of such issuers. Within the non-investment grade category some
issuers and instruments are considered to be of lower credit quality
and at higher risk of default. In order to limit its exposure to these
more speculative credits, the Fund will not invest more

than 15% of its assets in securities rated B or below by Moody's, or
equivalently rated by S&P or Fitch. The Fund does not intend to invest
in unrated securities. However, it may do so to a limited extent, such
as where a rated security becomes unrated, if such security is
determined by the Adviser and Sub-Adviser to be of comparable quality.
In determining whether a security is of ``comparable quality,'' the
Adviser and Sub-Adviser will consider, for example, whether the issuer
of the security has issued other rated securities.
    The Fund will invest only in corporate bonds that the Adviser or
Sub-Adviser deems to be sufficiently liquid.\13\ The Fund will only buy
performing debt securities and not distressed debt. Generally a
corporate bond must have $200 million or more par amount outstanding
and significant par value traded to be considered as an eligible
investment. Economic and other conditions may, from time to time, lead
to a decrease in the average par amount outstanding of bond issuances.
Therefore, although the Fund does not intend to do so, the Fund may
invest up to 5% of its net assets in corporate bonds with less than
$200 million par amount outstanding if (1) the Adviser or Sub-Adviser
deems such security to be sufficiently liquid based on its analysis of
the market for such security (based on, for example, broker-dealer
quotations or its analysis of the trading history of the security or
the trading history of other securities issued by the issuer), (2) such
investment is deemed by the Adviser or Sub-Adviser to be in the best
interest of the Fund, and (3) such investment is deemed consistent with
the Fund's goal of providing broad exposure to a broad range of
emerging markets countries and issuers.
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    \13\ The Adviser represents that the size and liquidity of the
global market for corporate bonds of emerging market issuers
generally has been increasing in recent years. The aggregate dollar
amount of emerging market corporate bonds traded in the first two
quarters of 2011 ($490 billion) represented a 36.4% increase
compared to the first two quarters of 2010 ($359 billion). This
growth is consistent with the 71% increase in volume for calendar
year 2010 ($879.45 billion) over 2009. The $514 billion traded in
2009 represented a substantial increase over the amount traded in
2008 ($380 billion). Turnover in emerging market corporate debt in
the first two quarters of 2011 was approximately 14.2% of the
overall volume of emerging market debt of $3.443 trillion. In 2010,
emerging market corporate bonds accounted for 16% of the total
$6.765 trillion of emerging market debt trading. This represents a
meaningful increase relative to calendar year 2009 where turnover in
emerging market corporate debt accounted for 12% of the overall
volume of emerging market debt ($4.445 trillion). These figures
compared to only a 9% share in 2008. (Source: Emerging Markets
Traders Association Press Release(s), December 8, 2010, August 12,
2010, May 20, 2010, March 8, 2010, March 22, 2011, June 17, 2011 and
August 22, 2011).
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    The Fund may invest in Corporate and Quasi-Sovereign Debt with
effective or final maturities of any length. According to the
Registration Statement, the Fund will seek to keep the average
effective duration of its portfolio between 2 and 10 years under normal
market conditions. Effective duration is an indication of an
investment's interest rate risk or how sensitive an investment or a
fund is to changes in interest rates. Generally, a fund or instrument
with a longer effective duration is more sensitive to interest rate
fluctuations, and, therefore, more volatile, than a fund with a shorter
effective duration. The Fund's actual portfolio duration may be longer
or shorter depending on market conditions.
    The Fund intends to invest in Corporate and Quasi-Sovereign Debt of
at least 13 non-affiliated issuers. The Fund will not concentrate 25%
or more of the value of its total assets (taken at market value at the
time of each investment) in any one industry, as that term is used in
the 1940 Act (except that this restriction does not apply to
obligations issued by the U.S. government or their respective agencies
and instrumentalities or government-sponsored enterprises).\14\
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    \14\ See Form N-1A, Item 9. The Commission has taken the
position that a fund is concentrated if it invests more than 25% of
the value of its total assets in any one industry. See, e.g.,
Investment Company Act Release No. 9011 (Oct. 30, 1975), 40 FR 54241
(November 21, 1975).
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Money Market Securities
    The Fund intends to invest in Money Market Securities in order to
help manage cash flows in and out of the Fund, such as in connection
with payment of dividends or expenses, and to satisfy margin
requirements, to provide collateral or to otherwise back investments in
derivative instruments. Under normal circumstances,\15\ the Fund may
invest up to 25% of its net assets in Money Market Securities, although
it may exceed this amount where the Adviser or Sub-Adviser deems such
investment to be necessary or advisable, due to market conditions. For
these purposes ``Money Market Securities'' include: short-term, high
quality obligations issued or guaranteed by the U.S. Treasury or the
agencies or instrumentalities of the U.S. government; short-term, high
quality securities issued or guaranteed by non-U.S. governments,
agencies and instrumentalities; repurchase agreements backed by U.S.
government securities; money market mutual funds; and deposit and other
obligations of U.S. and non-U.S. banks and financial institutions. All
Money Market Securities acquired by the Fund will be rated investment
grade, except that the Fund may invest in unrated Money Market
Securities that are deemed by the Adviser or Sub-Adviser to be of
comparable quality to money market securities rated investment grade.
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    \15\ See footnote 12, supra.
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Derivative Instruments and Other Investments
    The Fund may use derivative instruments as part of its investment
strategies. Examples of derivative instruments include forward currency
contracts,\16\ interest rate swaps,\17\ total return swaps,\18\ credit
linked notes,\19\ and combinations of investments that provide similar
exposure to local currency debt, such as investment in U.S. dollar
denominated bonds combined with forward currency positions or swaps. If
forward currency and swaps positions are not being implemented in
combination with U.S. dollar denominated bonds, the Fund's use of
forward contracts and swaps will be combined with investments in short-
term, high quality U.S. money market instruments and will be designed
to provide exposure similar to investments in local currency deposits.
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    \16\ A forward currency contract is an agreement to buy or sell
a specific currency on a future date at a price set at the time of
the contract.
    \17\ An interest rate swap involves the exchange of a floating
interest rate payment for a fixed interest rate payment.
    \18\ A total return swap is an agreement between two parties in
which one party agrees to make payments of the total return of a
reference asset in return for payments equal to a rate of interest
on another reference asset.
    \19\ A credit linked note is a type of structured note whose
value is linked to an underling reference asset or entity. Credit
linked notes typically provide periodic payments of interest as well
as payment of principal upon maturity.
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    The Fund expects that no more than 20% of the value of the Fund's
net assets will be invested in derivative instruments. Such investments
will be consistent with the Fund's investment objective and will not be
used to enhance leverage. For example, the Fund may engage in swap
transactions that provide exposure to corporate debt or interest rates.
The Fund also may buy or sell listed currency futures contracts.\20\
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    \20\ The exchange-listed futures contracts in which the Fund may
invest may be listed on exchanges in the U.S., London, Hong Kong or
Singapore. Each of the United Kingdom's primary financial markets
regulator, the Financial Services Authority, Hong Kong's primary
financial markets regulator, the Securities and Futures Commission,
and Singapore's primary financial markets regulator, the Monetary
Authority of Singapore, are signatories to the International
Organization of Securities Commissions (``IOSCO'') Multilateral
Memorandum of Understanding (``MMOU''), which is a multi-party
information sharing arrangement among financial regulators. Both the
Commission and the Commodity Futures Trading Commission are
signatories to the IOSCO MMOU.

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    With respect to certain kinds of derivative transactions entered
into by the Fund that involve obligations to make future payments to
third parties, including, but not limited to, futures and forward
contracts, swap contracts, the purchase of securities on a when-issued
or delayed delivery basis, or reverse repurchase agreements, the Fund,
in accordance with applicable federal securities laws, rules, and
interpretations thereof, will ``set aside'' liquid assets, or engage in
other measures to ``cover'' open positions with respect to such
transactions.\21\
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    \21\ See 15 U.S.C. 80a-18; Investment Company Act Release No.
10666 (April 18, 1979), 44 FR 25128 (April 27, 1979); Dreyfus
Strategic Investing, Commission No-Action Letter (June 22, 1987);
Merrill Lynch Asset Management, L.P., Commission No-Action Letter
(July 2, 1996).
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    The Fund may engage in foreign currency transactions, and may
invest directly in foreign currencies in the form of bank and financial
institution deposits, and certificates of deposit denominated in a
specified non-U.S. currency. The Fund may enter into forward currency
contracts in order to ``lock in'' the exchange rate between the
currency it will deliver and the currency it will receive for the
duration of the contract.\22\
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    \22\ The Fund will invest only in currencies, and instruments
that provide exposure to such currencies, that have significant
foreign exchange turnover and are included in the Bank for
International Settlements Triennial Central Bank Survey, December
2010 (``BIS Survey''). The Fund may invest in currencies, and
instruments that provide exposure to such currencies, selected from
the top 40 currencies (as measured by percentage share of average
daily turnover for the applicable month and year) included in the
BIS Survey.
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    The Fund may invest in the securities of other investment companies
(including money market funds and ETFs). The Fund may hold up to an
aggregate amount of 15% of its net assets in (1) illiquid securities;
(2) Rule 144A securities; and (3) loan interests (such as loan
participations and assignments, but not including LPNs). The Commission
staff has interpreted the term ``illiquid'' in this context to mean a
security that cannot be sold or disposed of within seven days in the
ordinary course of business at approximately the amount at which a fund
has valued such security.\23\
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    \23\ The Commission has stated that long-standing Commission
guidelines have required open-end funds to hold no more than 15% of
their net assets in illiquid securities and other illiquid assets.
See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR
14617 (March 18, 2008), footnote 34. See also Investment Company Act
Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31, 1970)
(Statement Regarding ``Restricted Securities''); Investment Company
Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March 20, 1992)
(Revisions of Guidelines to Form N-1A). A fund's portfolio security
is illiquid if it cannot be disposed of in the ordinary course of
business within seven days at approximately the value ascribed to it
by the fund. See Investment Company Act Release No. 14983 (March 12,
1986), 51 FR 9773 (March 21, 1986) (adopting amendments to Rule 2a-7
under the 1940 Act); Investment Company Act Release No. 17452 (April
23, 1990), 55 FR 17933 (April 30, 1990) (adopting Rule 144A under
the Securities Act of 1933).
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    The Fund will not invest in any non-U.S. equity securities.
The Shares
    The Fund will issue and redeem Shares on a continuous basis at net
asset value (``NAV'' \24\ only in large blocks of Shares (``Creation
Units'') in transactions with Authorized Participants. Creation Units
generally will consist of 100,000 Shares, though this may change from
time to time. Creation Units are not expected to consist of less than
50,000 Shares. The Fund will issue and redeem Creation Units in
exchange for a portfolio of Corporate and Quasi-Sovereign Debt and
other instruments closely approximating the holdings of the Fund or a
designated basket of non-U.S. currency and/or an amount of U.S. cash.
Once created, Shares of the Fund trade on the secondary market in
amounts less than a Creation Unit.
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    \24\ The NAV of the Fund's Shares generally is calculated once
daily Monday through Friday as of the close of regular trading on
the New York Stock Exchange, generally 4 p.m. Eastern time (``NAV
Calculation Time''). NAV per Share is calculated by dividing the
Fund's net assets by the number of Fund Shares outstanding. For more
information regarding the valuation of Fund investments in
calculating the Fund's NAV, see the Registration Statement.
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    Creations and redemptions must be made by an Authorized Participant
or through a firm that is either a member of the National Securities
Clearing Corporation or a Depository Trust Company participant, and in
each case, must have executed an agreement with the Distributor with
respect to creations and redemptions of Creation Unit aggregations.
    Additional information regarding the Shares and the Fund, including
investment strategies, risks, creation and redemption procedures, fees,
portfolio holdings disclosure policies, distributions and taxes is
included in the Registration Statement.
Availability of Information
    The Fund's Web site (www.wisdomtree.com), which will be publicly
available prior to the public offering of Shares, will include a form
of the prospectus for the Fund that may be downloaded. The Web site
will include additional quantitative information updated on a daily
basis, including, for the Fund: (1) The prior business day's reported
NAV, mid-point of the bid/ask spread at the time of calculation of such
NAV (``Bid/Ask Price''),\25\ 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 trading in Shares in the Regular Market Session
\26\ on the Exchange, the Trust will disclose on its Web site the
identities and quantities of the portfolio of securities and other
assets (``Disclosed Portfolio'') held by the Fund that will form the
basis for the Fund's calculation of NAV at the end of the business
day.\27\ The Disclosed Portfolio will include, as applicable, the
names, quantity, percentage weighting and market value of fixed income
securities and other assets held by the Fund and the characteristics of
such assets. The Web site and information will be publicly available at
no charge.
---------------------------------------------------------------------------

    \25\ The Bid/Ask Price of the Fund will be determined using the
midpoint of 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 Fund and its service
providers.
    \26\ 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.).
    \27\ Under accounting procedures to be followed by the Fund,
trades made on the prior business day (``T'') will be booked and
reflected in NAV on the current business day (``T+1'').
Notwithstanding the foregoing, portfolio trades that are executed
prior to the opening of the Exchange on any business day may be
booked and reflected in NAV on such business day. Accordingly, the
Fund 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.
---------------------------------------------------------------------------

    In addition, for the Fund, an estimated value, defined in Rule 5735
as the ``Intraday Indicative Value,'' that reflects an estimated
intraday value of the Fund's portfolio, will be disseminated. Moreover,
the Intraday Indicative Value, available on the NASDAQ OMX Information
LLC proprietary index data service,\28\ will be

based upon the current value for the components of the Disclosed
Portfolio and will be updated and widely disseminated by one or more
major market data vendors at least every 15 seconds during the Regular
Market Session. In addition, during hours when the markets for local
debt in the Fund's portfolio are closed, the Intraday Indicative Value
will be updated at least every 15 seconds during the Regular Market
Session to reflect currency exchange fluctuations.
---------------------------------------------------------------------------

    \28\ Currently, the NASDAQ OMX Global Index Data Service
(``GIDS'') is the NASDAQ OMX global index data feed service,
offering real-time updates, daily summary messages, and access to
widely followed indexes and ETFs. GIDS provides investment
professionals with the daily and historical information needed to
track or trade NASDAQ OMX indexes, listed ETFs or third-party
partner indexes and ETFs.
---------------------------------------------------------------------------

    The dissemination of the Intraday Indicative Value, together with
the Disclosed Portfolio, will allow investors to determine the value of
the underlying portfolio of the Fund on a daily basis and to provide a
close estimate of that value throughout the trading day.
    Intra-day, executable price quotations on emerging market Corporate
and Quasi-Sovereign Debt, as well as derivative instruments are
available from major broker-dealer firms. Intra-day price information
is available through subscription services, such as Bloomberg and
Thomson Reuters, which can be accessed by authorized participants and
other investors.
    Information regarding market price and volume of the Shares is and
will be continually available on a real-time basis throughout the day
on brokers' computer screens and other electronic services. The
previous day's closing price and trading volume information for the
Shares will be published daily in the financial section of newspapers.
Quotation and last sale information for the Shares will be available on
GIDs, which contains information for widely followed indexes and ETFs.
Initial and Continued Listing
    The Shares will be subject to Rule 5735, which sets forth the
initial and continued listing criteria applicable to Managed Fund
Shares. The Exchange represents that, for initial and/or continued
listing, the Fund must be in compliance with Rule 10A-3 under the
Act.\29\ A minimum of 100,000 Shares will be outstanding at the
commencement of trading on the Exchange. The Exchange will obtain a
representation from the issuer of the Shares that the NAV per Share
will be calculated daily and that the NAV and the Disclosed Portfolio
will be made available to all market participants at the same time.
---------------------------------------------------------------------------

    \29\ See 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Trading Halts
    With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares of the Fund. Nasdaq will halt trading in the
Shares under the conditions specified in Nasdaq Rules 4120 and 4121;
for example, the Shares of the Fund will be halted if the ``circuit
breaker'' parameters in Nasdaq Rule 4120(a)(11) are reached. Trading
may be halted because of market conditions or for reasons that, in the
view of the Exchange, make trading in the Shares inadvisable. These may
include: (1) The extent to which trading is not occurring in the
securities and/or the financial instruments comprising the Disclosed
Portfolio of the Fund; or (2) whether other unusual conditions or
circumstances detrimental to the maintenance of a fair and orderly
market are present. Trading in the Shares also will be subject to Rule
5735(d)(2)(D), which sets forth circumstances under which Shares of the
Fund may be halted.
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
from 7 a.m. until 8 p.m. ET. The Exchange has appropriate rules to
facilitate transactions in the Shares during all trading sessions. As
provided in Nasdaq Rule 5735(b)(3), the minimum price variation for
quoting and entry of orders in Managed Fund Shares traded on the
Exchange is $0.01.
Surveillance
    Nasdaq believes that its surveillance procedures are adequate to
properly monitor the trading of the Shares on Nasdaq during all trading
sessions and to deter and detect violations of Exchange rules and the
applicable federal securities laws. Trading of the Shares through
Nasdaq will be subject to FINRA's surveillance procedures for
derivative products, including Managed Fund Shares.\30\ The Exchange
may obtain information via the Intermarket Surveillance Group (``ISG'')
from other exchanges who are members or affiliates of the ISG.\31\ The
Exchange prohibits the distribution of material non-public information
by its employees.
---------------------------------------------------------------------------

    \30\ FINRA surveils trading on Nasdaq pursuant to a regulatory
services agreement. Nasdaq is responsible for FINRA's performance
under this regulatory services agreement.
    \31\ For a list of the current members and affiliate members of
ISG, see www.isgportal.com.
---------------------------------------------------------------------------

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 in Creation Units (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 risks involved
in trading the Shares during the Pre-Market and Post-Market Sessions
when an updated Intraday Indicative Value will not be calculated or
publicly disseminated; (5) the requirement that members deliver a
prospectus to investors purchasing newly issued Shares prior to or
concurrently with the confirmation of a transaction; and (6) trading
information.
    In addition, the Information Circular will advise members, prior to
the commencement of trading, of the prospectus delivery requirements
applicable to the Fund. Members purchasing Shares from the Fund for
resale to investors will deliver a prospectus to such investors. The
Information Circular will also discuss any exemptive, no-action and
interpretive relief granted by the Commission from any rules under the
Act.
    In addition, the Information Circular will reference that the Fund
is subject to various fees and expenses described in the Registration
Statement. The Information Circular will also disclose the trading
hours of the Shares of the Fund and the applicable NAV Calculation Time
for the Shares. The Information Circular will disclose that information
about the Shares of the Fund will be publicly available on the Fund's
Web site. In addition, the Information Circular will reference that the
Trust is subject to various fees and expenses described in the Fund's
Registration Statement.
2. Statutory Basis
    Nasdaq believes that the proposal is consistent with Section 6(b)
of the Act \32\ in general and Section 6(b)(5) of the Act \33\ 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.
---------------------------------------------------------------------------

    \32\ 15 U.S.C. 78f.
    \33\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to
prevent fraudulent and manipulative acts and practices in that the
Shares will be listed and traded on the Exchange pursuant to the
initial and continued listing criteria in Nasdaq Rule 5735. The
Exchange believes that its surveillance procedures are adequate to
properly monitor the trading of the Shares on Nasdaq during all trading
sessions and to deter and detect violations of Exchange rules and the
applicable federal securities laws. If the investment adviser to the
investment company issuing Managed Fund Shares is affiliated with a
broker-dealer, such investment adviser shall erect a ``fire wall''
between the investment adviser and the broker-dealer with respect to
access to information concerning the composition and/or changes to such
investment company portfolio. The Sub-Adviser is affiliated with
multiple broker-dealers and has implemented a ``fire wall'' with
respect to such broker-dealers regarding access to information
concerning the composition and/or changes to the Fund's portfolio. The
Exchange may obtain information via ISG from other exchanges that are
members of ISG or with which the Exchange has entered into a
comprehensive surveillance sharing agreement. According to the
Registration Statement, the Fund expects that it will have at least 80%
of its assets invested in Corporate and Quasi-Sovereign Debt that are
fixed income securities. Under normal circumstances, the Fund will
invest at least 80% of its assets in fixed income securities. The
Fund's exposure to any single issuer generally will be limited to 10%
of the Fund's assets. The Fund's exposure to any single country
generally will be limited to 30% of the Fund's assets. The Fund expects
to have 65% or more of its assets invested in investment grade
securities, though this percentage may change from time to time in
response to economic events and changes to the credit ratings of such
issuers. The Fund will not invest more than 15% of its assets in
securities rated B or below by Moody's, or equivalently rated by S&P or
Fitch. The Fund will invest only in corporate bonds that the Adviser or
Sub-Adviser deems to be sufficiently liquid and, generally, a corporate
bond must have $200 million or more par amount outstanding and
significant par value traded to be considered as an eligible
investment. The Fund intends to invest in Corporate and Quasi-Sovereign
Debt of at least 13 non-affiliated issuers. The Fund expects that no
more than 20% of the value of the Fund's net assets will be invested in
derivative instruments. Such investments will be consistent with the
Fund's investment objective. Such investments also will not be used to
enhance leverage. Under normal circumstances, the Fund also may invest
up to 25% of its net assets in Money Market Securities, although it may
exceed this amount where the Adviser or Sub-Adviser deems such
investment to be necessary or advisable, due to market conditions.
Also, The Fund may hold up to an aggregate amount of 15% of its net
assets in illiquid securities and Rule 144A securities and loan
interests (such as loan participations and assignments, but not
including LPNs). The Fund will not invest in any non-U.S. equity
securities.
    The proposed rule change is designed to promote just and equitable
principles of trade and to protect investors and the public interest in
that the Exchange will obtain a representation from the issuer of the
Shares that the NAV per Share will be calculated daily and that the NAV
and the Disclosed Portfolio will be made available to all market
participants at the same time. In addition, a large amount of
information is publicly available regarding the Fund and the Shares,
thereby promoting market transparency. The Fund's portfolio holdings
will be disclosed on its Web site daily after the close of trading on
the Exchange and prior to the opening of trading on the Exchange the
following day. Moreover, the Intraday Indicative Value, available on
the GIDs will be disseminated by one or more major market data vendors
at least every 15 seconds during the Regular Market Session. On each
business day, before commencement of trading in Shares in the Regular
Market Session on the Exchange, the Fund will disclose on its Web site
the Disclosed Portfolio that will form the basis for the Fund's
calculation of NAV at the end of the business day. Information
regarding market price and trading volume of the Shares is and will be
continually available on a real-time basis throughout the day on
brokers' computer screens and other electronic services, and quotation
and last sale information for the Shares will be available on the GIDs,
which contains information for the most widely followed indexes and
ETFs. The Web site for the Fund will include a form of the prospectus
for the Fund and additional data relating to NAV and other applicable
quantitative information. Trading in Shares of the Fund will be halted
if the circuit breaker parameters in Nasdaq Rule 4120(a)(11) have been
reached or because of market conditions or for reasons that, in the
view of the Exchange, make trading in the Shares inadvisable, and
trading in the Shares will be subject to Nasdaq Rule 5735(d)(2)(D),
which sets forth circumstances under which Shares of the Fund may be
halted. In addition, as noted above, investors will have ready access
to information regarding the Fund's holdings, the Intraday Indicative
Value, the Disclosed Portfolio, and quotation and last sale information
for the Shares.
    The proposed rule change is designed to perfect the mechanism of a
free and open market and, in general, to protect investors and the
public interest in that it will facilitate the listing and trading of
an additional type of actively-managed exchange-traded product that
will enhance competition among market participants, to the benefit of
investors and the marketplace. As noted above, the Exchange has in
place surveillance procedures relating to trading in the Shares and may
obtain information via ISG from other exchanges that are members of ISG
or with which the Exchange has entered into a comprehensive
surveillance sharing agreement. In addition, as noted above, investors
will have ready access to information regarding the Fund's holdings,
the Intraday Indicative Value, the Disclosed Portfolio, and quotation
and last sale information for the Shares.
    For the above reasons, Nasdaq believes the proposed rule change is
consistent with the requirements of Section 6(b)(5) of the Act.

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

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

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

    Written comments were neither solicited nor received.

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 Number SR-NASDAQ-2012-004 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, Station Place, 100 F
Street, NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-NASDAQ-2012-004. 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
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of Nasdaq. 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-2012-004 and should
be submitted on or before February 14, 2012.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\34\
---------------------------------------------------------------------------

    \34\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-1285 Filed 1-23-12; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 88, Number 130 (Monday, July 10, 2023)]
[Rules and Regulations]
[Pages 43440-43441]
[FR Doc No: 2023-14168]

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ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R05-OAR-2022-0788; FRL-10425-02-R5]

Air Plan Approval; Ohio; Consumer Products Rule

AGENCY: Environmental Protection Agency (EPA).

ACTION: Final rule.

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

SUMMARY: The Environmental Protection Agency (EPA) is approving, under
the Clean Air Act (CAA), a State Implementation Plan (SIP) revision
submitted by the Ohio Environmental Protection Agency (Ohio EPA) on
September 7, 2022. Ohio EPA requests that EPA approve revised volatile
organic compounds (VOCs) control rules under Chapter 3745-112 of the
Ohio Administrative Code (OAC) into Ohio's SIP. The revised rules will
reduce emissions that contribute to ozone formation and assist with
efforts to achieve and maintain the 2015 ozone National Ambient Air
Quality Standard (NAAQS). EPA finds that these rules are approvable
because they are SIP strengthening measures. EPA proposed to approve
this action on February 27, 2023, and received no adverse comments.

DATES: This final rule is effective on August 9, 2023.

ADDRESSES: EPA has established a docket for this action under Docket ID
No. EPA-R05-OAR-2022-0788. All documents in the docket are listed on
the www.regulations.gov website. Although listed in the index, some
information is not publicly available, i.e., Confidential Business
Information (CBI) or other information whose disclosure is restricted
by statute. Certain other material, such as copyrighted material, is
not placed on the internet and will be publicly available only in hard
copy form. Publicly available docket materials are available either
through www.regulations.gov or at the Environmental Protection Agency,
Region 5, Air and Radiation Division, 77 West Jackson Boulevard,
Chicago, Illinois 60604. This facility is open from 8:30 a.m. to 4:30
p.m., Monday through Friday, excluding Federal holidays and facility
closures due to COVID-19. We recommend that you telephone Katie Mullen,
at<PHONE_NUMBER> before visiting the Region 5 office.

FOR FURTHER INFORMATION CONTACT: Katie Mullen, Attainment Planning and
Maintenance Section, Air Programs Branch (AR-18J), Environmental
Protection Agency, Region 5, 77 West Jackson Boulevard, Chicago,
Illinois 60604,<PHONE_NUMBER>, [email protected].

SUPPLEMENTARY INFORMATION: Throughout this document whenever ``we,''
``us,'' or ``our'' is used, we mean EPA.

I. Background Information

    On February 27, 2023, EPA proposed to approve revisions to OAC
Chapter 3745-112. The revised rules include OAC 3745-112-01
(Definitions); 3745-112-02 (Applicability); 3745-112-03 (Standards);
3745-112-04 (Exemptions); 3745-112-05 (Administrative Requirements);
3745-112-06 (Reporting Requirements); 3745-112-07 (Variances); and
3745-112-08 (Test Methods), effective on June 20, 2022. These revised
rules are intended to assist in achieving and maintaining the 2015
ozone NAAQS through the regulation of VOCs in consumer products. We
find that these rules are approvable because they are SIP strengthening
measures. An explanation of the CAA requirements, a detailed analysis
of the revisions, and EPA's reasons for proposing approval were
provided in the notice of proposed rulemaking (88 FR 12303) and will
not be restated here. The public comment period for this proposed rule
ended on March 29, 2023. EPA received no adverse comments on the
proposal.

II. Final Action

    EPA is approving rule revisions to Chapter 3745-112 of the OAC. The
revised rules include OAC 3745-112-01 to OAC 3745-112-08 and are
intended to assist in achieving and maintaining the 2015 ozone NAAQS
through the regulation of VOCs in consumer products. EPA finds that
these rules are approvable because they strengthen the VOC control
portion of Ohio's SIP.

III. Incorporation by Reference

    In this rule, EPA is finalizing regulatory text that includes
incorporation by reference. In accordance with requirements of 1 CFR
51.5, EPA is finalizing the incorporation by reference of the Ohio
Administrative Code Regulations described in section I of this preamble
and set forth in the amendments to 40 CFR part 52 below. EPA has made,
and will continue to make, these documents generally available through
www.regulations.gov, and at the EPA Region 5 Office (please contact the
person identified in the FOR FURTHER INFORMATION CONTACT section of
this preamble for more information). Therefore, these materials have
been approved by EPA for inclusion in the SIP, have been incorporated
by reference by EPA into that plan, are fully federally enforceable
under sections 110 and 113 of the CAA as of the effective date of the
final rulemaking of EPA's approval, and will be incorporated by
reference in the next update to the SIP compilation.\1\
---------------------------------------------------------------------------

    \1\ 62 FR 27968 (May 22, 1997).
---------------------------------------------------------------------------

IV. Statutory and Executive Order Reviews

    Under the CAA, the Administrator is required to approve a SIP
submission that complies with the provisions of the CAA and applicable
Federal regulations. 42 U.S.C. 7410(k); 40 CFR 52.02(a). Thus, in
reviewing SIP submissions, EPA's role is to approve state choices,
provided that they meet the criteria of the CAA. Accordingly, this
action merely approves state law as meeting Federal requirements and
does not impose additional requirements beyond those imposed by state
law. For that reason, this action:
     Is not a significant regulatory action subject to review
by the Office of Management and Budget under Executive Orders 12866 (58
FR 51735, October 4, 1993) and 14094 (88 FR 21879, April 11, 2023);
     Does not impose an information collection burden under the
provisions of the Paperwork Reduction Act (44 U.S.C. 3501 et seq.);
     Is certified as not having a significant economic impact
on a substantial number of small entities under the Regulatory
Flexibility Act (5 U.S.C. 601 et seq.);
     Does not contain any unfunded mandate or significantly or
uniquely affect small governments, as described in the Unfunded
Mandates Reform Act of 1995 (Pub. L. 104-4);
     Does not have federalism implications as specified in
Executive Order 13132 (64 FR 43255, August 10, 1999);
     Is not subject to Executive Order 13045 (62 FR 19885,
April 23, 1997) because it approves a state program;

     Is not a significant regulatory action subject to
Executive Order 13211 (66 FR 28355, May 22, 2001); and
     Is not subject to requirements of Section 12(d) of the
National Technology Transfer and Advancement Act of 1995 (15 U.S.C. 272
note) because application of those requirements would be inconsistent
with the CAA.
    In addition, the SIP is not approved to apply on any Indian
reservation land or in any other area where EPA or an Indian tribe has
demonstrated that a tribe has jurisdiction. In those areas of Indian
country, the rule does not have tribal implications and will not impose
substantial direct costs on tribal governments or preempt tribal law as
specified by Executive Order 13175 (65 FR 67249, November 9, 2000).
    Executive Order 12898 (Federal Actions To Address Environmental
Justice in Minority Populations and Low-Income Populations, 59 FR 7629,
February 16, 1994) directs Federal agencies to identify and address
``disproportionately high and adverse human health or environmental
effects'' of their actions on minority populations and low-income
populations to the greatest extent practicable and permitted by law.
EPA defines environmental justice (EJ) as ``the fair treatment and
meaningful involvement of all people regardless of race, color,
national origin, or income with respect to the development,
implementation, and enforcement of environmental laws, regulations, and
policies.'' EPA further defines the term fair treatment to mean that
``no group of people should bear a disproportionate burden of
environmental harms and risks, including those resulting from the
negative environmental consequences of industrial, governmental, and
commercial operations or programs and policies.''
    The Ohio Environmental Protection Agency did not evaluate
environmental justice considerations as part of its SIP submittal; the
CAA and applicable implementing regulations neither prohibit nor
require such an evaluation. EPA did not perform an EJ analysis and did
not consider EJ in this action. Due to the nature of the action being
taken here, this action is expected to have a neutral to positive
impact on the air quality of the affected area. Consideration of EJ is
not required as part of this action, and there is no information in the
record inconsistent with the stated goal of E.O. 12898 of achieving
environmental justice for people of color, low-income populations, and
Indigenous peoples.
    This action is subject to the Congressional Review Act, and EPA
will submit a rule report to each House of the Congress and to the
Comptroller General of the United States. This action is not a ``major
rule'' as defined by 5 U.S.C. 804(2).
    Under section 307(b)(1) of the CAA, petitions for judicial review
of this action must be filed in the United States Court of Appeals for
the appropriate circuit by September 8, 2023. Filing a petition for
reconsideration by the Administrator of this final rule does not affect
the finality of this action for the purposes of judicial review nor
does it extend the time within which a petition for judicial review may
be filed, and shall not postpone the effectiveness of such rule or
action. This action may not be challenged later in proceedings to
enforce its requirements. (See section 307(b)(2).)

List of Subjects in 40 CFR Part 52

    Environmental protection, Air pollution control, Incorporation by
reference, Intergovernmental relations, Ozone, Volatile organic
compounds.

    Dated: June 29, 2023.
Debra Shore,
Regional Administrator, Region 5.

    For the reasons stated in the preamble, title 40 CFR part 52 is
amended as follows:

PART 52--APPROVAL AND PROMULGATION OF IMPLEMENTATION PLANS

0
1. The authority citation for part 52 continues to read as follows:

    Authority: 42 U.S.C. 7401 et seq.

0
2. In Sec.  52.1870, the table in paragraph (c) is amended by revising
the section entitled ``Chapter 3745-112 Volatile Organic Compound
Limits in Consumer Products'' to read as follows:

Sec.  52.1870  Identification of plan.

* * * * *
    (c) * * *

                                          EPA-Approved Ohio Regulations
----------------------------------------------------------------------------------------------------------------
                                                     Ohio effective
       Ohio citation             Title/subject            date            EPA approval date            Notes
----------------------------------------------------------------------------------------------------------------

                                                  * * * * * * *
----------------------------------------------------------------------------------------------------------------
                     Chapter 3745-112 Volatile Organic Compound Limits in Consumer Products
----------------------------------------------------------------------------------------------------------------
3745-112-01...............  Definitions............       6/20/2022  7/10/2023, [INSERT FEDERAL
                                                                      REGISTER CITATION].
3745-112-02...............  Applicability..........       6/20/2022  7/10/2023, [INSERT FEDERAL
                                                                      REGISTER CITATION].
3745-112-03...............  Standards..............       6/20/2022  7/10/2023, [INSERT FEDERAL
                                                                      REGISTER CITATION].
3745-112-04...............  Exemptions.............       6/20/2022  7/10/2023, [INSERT FEDERAL
                                                                      REGISTER CITATION].
3745-112-05...............  Administrative                6/20/2022  7/10/2023, [INSERT FEDERAL
                             Requirements.                            REGISTER CITATION].
3745-112-06...............  Reporting Requirements.       6/20/2022  7/10/2023, [INSERT FEDERAL
                                                                      REGISTER CITATION].
3745-112-07...............  Variances..............       6/20/2022  7/10/2023, [INSERT FEDERAL
                                                                      REGISTER CITATION].
3745-112-08...............  Test Methods...........       6/20/2022  7/10/2023, [INSERT FEDERAL
                                                                      REGISTER CITATION].

                                                  * * * * * * *
----------------------------------------------------------------------------------------------------------------

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[FR Doc. 2023-14168 Filed 7-7-23; 8:45 am]
BILLING CODE 6560-50-P


Provisional Toxicity Value Summary (PPRTV) for

Dichloroethylene, cis-1,2-

CAS: 000156-59-2

  HYPERLINK "http://chemfinder.cambridgesoft.com/result.asp?mol_rel_id=156-59-2"  Chemical Information

Chemical Information provided by Chemfinder.   The ChemFinder WebServer is a service of CambridgeSoft Corporation.

Summary of PPRTV Information on-Line

Subchronic and Chronic Toxicity

Chronic [RfD]:

  HYPERLINK "http://hhpprtv.ornl.gov/Dichloroethylenecis12.shtml" \l "rc000156592#rc000156592"  on-Line PPRTV

Subchronic [RfD]:

  HYPERLINK "http://hhpprtv.ornl.gov/Dichloroethylenecis12.shtml" \l "rs000156592#rs000156592"  on-Line PPRTV

Notes/Comments:

  HYPERLINK "http://hhpprtv.ornl.gov/Dichloroethylenecis12.shtml" \l "c1000156592#c1000156592"  on-Line

Carcinogenicity

EPA Group:

  HYPERLINK "http://hhpprtv.ornl.gov/Dichloroethylenecis12.shtml" \l "epa000156592#epa000156592"  on-Line PPRTV

Notes/Comments:

  HYPERLINK "http://hhpprtv.ornl.gov/Dichloroethylenecis12.shtml" \l "c3000156592#c3000156592"  on-Line

Subchronic and Chronic Toxicity (Other than Carcinogenicity)

Chronic [RfD]:

0.01 mg/kg/day

This value has been externally peer-reviewed

Uncertainty Factor:

3000

Confidence in Principle Study:

Low

Subchronic [RfD]:

0.1 mg/kg-day

This value has been externally peer-reviewed

Uncertainty Factor:

300

Confidence in Principle Study:

Low

Route:

Oral: gavage

Target Organ / Critical Effect:

Blood / Onset of mild anemia changes

Species

Effect Level

Dose

Experiment Length

Rat

NOAEL

32 mg/kg-day

90 days

References

2006

U.S. EPA. 2006. Provisional Peer Reviewed Toxicity Values for cis-1,2-Dichloroethylene (CASRN 156-59-2 ). 3-1-2006.

Subchronic [RfC] Comments:

Data inadequate for deriving a subchronic RfC.

Chronic [RfC] Comments:

Data inadequate for deriving a chronic RfC.

Carcinogenicity

EPA Group<>

IN

References

2006

U.S. EPA. 2006. Provisional Peer Reviewed Toxicity Values for cis-1,2-Dichloroethylene (CASRN 156-59-2). 3-1-2006.

EPA Group Comment:

Inadequate information to assess carcinogenic potential

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Last updated on Wednesday, June 14th, 2006

URL: http://hhpprtv.ornl.gov/Dichloroethylenecis12.shtml