[Federal Register Volume 88, Number 47 (Friday, March 10, 2023)]
[Notices]
[Pages 15109-15111]
[FR Doc No: 2023-04867]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34848; File No. 812-15437]

Confluent, Inc.

March 6, 2023.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of application for an order under Section 3(b)(2) of the
Investment Company Act of 1940 (``Act'').

Applicant: Confluent, Inc.

Summary of Application: Applicant seeks an order under Section 3(b)(2)
of the Act declaring it to be primarily engaged in a business other
than that of investing, reinvesting, owning, holding or trading in
securities. Applicant states that it is in the business of providing to
its customers a data infrastructure platform focused on developing and
supporting technology designed to enable real-time data, from multiple
sources, to constantly stream across an organization.

Filing Dates: The application was filed on February 13, 2023 and
amended on March 2, 2023.

Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by emailing the Commission's
Secretary at [email protected] and serving applicants with a
copy of the request, by email if an email address is listed for the
relevant Applicant below, or personally or by mail, if a physical
address is listed for the relevant Applicant below. Hearing requests
should be received by the Commission by 5:30 p.m. on March 31, 2023,
and should be accompanied by proof of service on the applicants, in the
form of an affidavit, or for lawyers, a certificate of service.
Pursuant to rule 0-5 under the Act, hearing requests should state the
nature of the writer's interest, any facts bearing upon the
desirability of a hearing on the matter, the reason for the request,
and the issues contested. Persons who wish to be notified of a hearing
may request notification by emailing the Commission's Secretary at
[email protected].

ADDRESSES: The Commission: [email protected]. Applicant:
Steffan Tomlinson, Chief Financial Officer, and Melanie Vinson, Chief
Legal Officer, Confluent Inc., at [email protected]; Amy Caiazza, at
[email protected].

FOR FURTHER INFORMATION CONTACT: Rochelle Kauffman Plesset, Senior
Counsel or Terri Jordan, Branch Chief, at<PHONE_NUMBER> (Division of
Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. For Applicant's representations, legal analysis, and
conditions, please refer to Applicant's first amended and restated
application, dated March 2, 2023, which may be obtained via the
Commission's website by searching for the file number at the top of
this document, or for an Applicant using the Company name search field,
on the SEC's EDGAR system. The SEC's EDGAR system may be searched at
https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html. You
may also call the SEC's Public Reference Room at<PHONE_NUMBER>.

Applicant's Representations

    1. Applicant states that it is a Delaware corporation formed in
2014 that, directly and through its wholly-owned subsidiaries,\1\ is
engaged in the

business of providing to its customers a data infrastructure platform
focused on developing and supporting technology designed to enable
real-time data, from multiple sources, to constantly stream across an
organization. Applicant also states that it offers professional
services and educational services in support of its products.
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    \1\ Applicant states that these subsidiaries conduct businesses
that are integrally related to the Applicant's business, such as
sales and marketing or research and development (``R&D'') activities
in their respective jurisdictions.
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    2. Applicant states that its business is highly capital intensive,
requires R&D of new technologies, and does not involve the Applicant
acquiring or retaining significant ``hard'' operating assets. Applicant
states that it maintains significant cash reserves that it seeks to
invest for purposes of conserving capital and providing liquidity until
the funds are used in its data infrastructure business. As described
more fully in the application, Applicant states that it requires
significant liquid capital primarily to: (i) advance the
commercialization of its products, (ii) make other capital expenditures
in keeping with the growth of the Company's operating business, and
(iii) fund R&D for new products and services.
    3. Applicant states that it has financed operations primarily
through offerings of equity and debt securities, but ultimately seeks
to generate cash from its operations to support its business. Applicant
states that it seeks to preserve capital and maintain liquidity,
pending the use of such capital for its business operations, by
investing in ``Capital Preservation Instruments''.\2\ Applicant states
that it may in the future make strategic investments in ``other
investments'' consistent with Rule 3a-8. Applicant states that such
securities will not be acquired for speculative purposes.
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    \2\ As used in Applicant's application, Capital Preservation
Instruments refer collectively to any cash items and securities that
are held for the purpose of conserving the Applicant's capital and
liquidity until they are used by the Applicant to support its
business (as such business is described in Applicant's application).
Such holdings are liquid (i.e., can be readily sold), earn
competitive market returns and present a low level of credit risk,
including short-term investment grade securities, Government
securities (as defined in Section 2(a)(16) of the Act), securities
of money market funds registered under the Act, and other cash
items; but excluding investments in equity or speculative
instruments.
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Applicant's Legal Analysis

    1. Applicant seeks an order under Section 3(b)(2) of the Act
declaring that it is primarily engaged in a business other than that of
investing, reinvesting, owning, holding or trading in securities, and
therefore is not an investment company as defined in the Act.
    2. Section 3(a)(1)(A) of the Act defines the term ``investment
company'' to include an issuer that is or holds itself out as being
engaged primarily, or proposes to engage primarily, in the business of
investing, reinvesting or trading in securities. Section 3(a)(1)(C) of
the Act further defines an investment company as an issuer that is
engaged or proposes to engage in the business of investing,
reinvesting, owning, holding or trading in securities, and owns or
proposes to acquire investment securities having a value in excess of
40% of the value of the issuer's total assets (exclusive of Government
securities and cash items) on an unconsolidated basis. Section 3(a)(2)
of the Act defines ``investment securities'' to include all securities
except Government securities, securities issued by employees'
securities companies, and securities issued by majority-owned
subsidiaries of the owner which (a) are not investment companies, and
(b) are not relying on the exclusions from the definition of investment
company in Section 3(c)(1) or Section 3(c)(7) of the Act. Applicant
states that it has never been, is not now, and does not propose to be,
primarily engaged in the business of investing, reinvesting, owning,
holding, or trading in securities. Applicant states, however, that
during fiscal years 2019 and 2020 it held investment securities that
exceeded 40% of its total assets on an unconsolidated basis (exclusive
of government securities and cash items). Applicant states that during
this time period it may have met the definition of ``investment
company'' pursuant to Section 3(a)(1)(C) of the Act. Applicant states
that it has more recently limited its holdings of investment securities
to avoid meeting Section 3(a)(1)(C) but states that doing so on a
continuous basis may hinder its business over the long term.
    3. Rule 3a-8 under the Act provides an exclusion from the
definition of investment company if, among other factors, a company's
R&D expenses are a substantial percentage of its total expenses for the
last four fiscal quarters combined. While Applicant believes that it
complies with the conditions of Rule 3a-8, Applicant states that it is
concerned that its R&D expenses, while substantial in absolute terms,
may not always be considered substantial as a ratio of overall
expenses. Although Applicant states that it anticipates R&D expenses to
increase in absolute terms, such expenses are not anticipated to
increase proportionately with Applicant's overall expenses,
particularly given increases in expenses related to sales and
marketing, the administration of a rapidly expanding employee base, and
other administrative expenses. Applicant states that its R&D expenses
as a percentage of total expenses was 22.26% for the twelve months
ended December 31, 2021, and Applicant expects the percentage relative
to total expenses to decrease over time.
    4. Section 3(b)(2) of the Act provides that, notwithstanding
Section 3(a)(1)(C) of the Act, the Commission may issue an order
declaring an issuer to be primarily engaged in a business other than
that of investing, reinvesting, owning, holding, or trading in
securities directly, through majority-owned subsidiaries, or controlled
companies conducting similar types of businesses. Applicant requests an
order under Section 3(b)(2) of the Act declaring that it is primarily
engaged in a business other than that of investing, reinvesting,
owning, holding or trading in securities, and therefore is not an
investment company as defined in the Act.
    5. In determining whether an issuer is ``primarily engaged'' in a
non-investment company business under Section 3(b)(2) of the Act, the
Commission considers the following factors: (a) the company's
historical development, (b) its public representations of policy, (c)
the activities of its officers and directors, (d) the nature of its
present assets, and (e) the sources of its present income.\3\
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    \3\ Tonopah Mining Company of Nevada, 26 SEC 426, 427 (1947).
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    6. Applicant submits that it satisfies the criteria for issuance of
an order under Section 3(b)(2) of the Act because Applicant is
primarily engaged in the business of providing data infrastructure
services, and is not in the business of investing, reinvesting, owning,
holding or trading in securities.
    a. Historical Development. Applicant states that, since its
inception in 2014, Applicant has operated in the software and
technology sector to develop comprehensive, scalable data
infrastructure services for business use. Applicant states that in
March 2021, the number of its customers surpassed 2,500.
    b. Public Representations of Policy. Applicant states that it has
consistently represented that it is engaged in the business of
providing data infrastructure services. Applicant further states that
it has never held and does not now hold itself out as an investment
company within the meaning of the Act or as engaging in the business of
investing, reinvesting, owning, holding or trading in securities.
Applicant explains that in its annual reports, prospectuses, Commission
filings, press releases,

marketing materials, and on its investor website, Applicant's public
representations consistently state its mission of pioneering a
fundamentally new category of data infrastructure focused on data in
motion. Applicant submits that its public representations make clear
that shareholders invest in the Applicant's securities with the
expectation of realizing gains from Applicant's development and sale of
data infrastructure services, and not from returns on an investment
portfolio. Applicant states that its only public representations
regarding its investment securities are those required to be disclosed
in public filings with the Commission.
    c. Activities of Officers and Directors. Applicant represents that
its officers and directors spend substantially all of their time
managing the Applicant's data infrastructure services business.
Applicant states that its cash management activities are managed
internally by its Chief Financial Officer and externally by three
investment managers, whose activities are supervised by the Chief
Financial Officer. In addition, of the Applicant's approximately 2,601
employees (as of September 30, 2022), Applicant states that only two
employees spend time on matters relating to the management of its
Capital Preservation Instruments. Applicant states that none of its
officers, directors, or employees devote or proposes to devote more
than 1% of his or her time, if even that, to management of Capital
Preservation Instruments on behalf of the Applicant.
    d. Nature of Assets. Applicant states that, as of September 30,
2022, Applicant's investment securities constituted approximately 32%
its total assets (excluding Government securities and cash items) on an
unconsolidated basis.\4\ Furthermore, Applicant states that 100% of its
investment securities consist of Capital Preservation Instruments.
Applicant uses its Capital Preservation Instruments to finance its
continued operations. Applicant states that it needs the ability to
invest more than 40% of the total value of its assets (exclusive of
Government securities and cash items) on an unconsolidated basis in
Capital Preservation Instruments to ensure that funds are managed and
available to accommodate future growth of the business and general
corporate purposes. In addition, Applicant states that it may in the
future make strategic investments in ``other investments'' consistent
with Rule 3a-8. Applicant states, however, that no more than 10% of its
total assets (exclusive of Government securities and cash items,
including securities of money market funds registered under the Act)
will consist of investment securities other than Capital Preservation
Instruments.\5\
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    \4\ Applicant states that none of its subsidiaries hold any
investment securities.
    \5\ Applicant states that it intends to calculate this
percentage by consolidating its financial statement with the
financial statements of its wholly-owned subsidiaries (but not with
any majority-owned subsidiary that may be acquired in the future).
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    e. Sources of Income and Revenue. Applicant represents that since
its inception it has carried net operating losses. Applicant states
that it does, however, derive income from its investment securities.
Applicant states that a review of its current source of revenues
provides a more accurate review of its operating company status,
particularly given the upward trend in recognizing substantially
increased revenues due to sales of new subscriptions. Applicant states
that it derives substantially all of its revenue from subscriptions
and, to a lesser extent, services. Applicant states that its revenues
for the years ended December 31, 2020 and 2021 were $233.6 million and
$387.5 million respectively, on an unconsolidated basis. By contrast,
Applicant states that it earned $0.8 million in net investment income
in 2021 and $2.8 million in 2020. Applicant states that all such income
was derived from Capital Preservation Instruments. Applicant states
that if net investment income were compared to its revenue, it would be
equal to approximately 0.2% of revenue for the fiscal year ended
December 31, 2021 and to approximately 1.2% of revenue for the fiscal
year ended December 31, 2020.
    For the fiscal nine months ended September 30, 2022, Applicant
earned $9.6 million of net investment income, representing
approximately 2.3% of revenue for that time period. Applicant explains
that the increase in net investment income is due to the deployment
into Capital Preservation Instruments of the proceeds of its June 2021
initial public offering and December 2021 convertible debt issuance and
the increase in interest rates in the fixed income markets.
    7. Applicant asserts that its historical development, its public
representations of policy, the activities of its officers and
directors, the nature of its assets and its sources of income and
revenue, as discussed in the application, demonstrate that it is
engaged primarily in a business other than that of investing,
reinvesting, owning, holding or trading securities. Applicant thus
asserts that it satisfies the criteria for issuing an order under
Section 3(b)(2) of the Act.

Applicant's Conditions

    Applicant agrees that any order granted pursuant to the application
will be subject to the following conditions:
    1. Applicant will continue to use its accumulated cash and
securities to support its primary business (as such business is
described in Applicant's application);
    2. Applicant will refrain from investing or trading in securities
for speculative purposes; and
    3. No more than 10% of Applicant's total assets will consist of
investment securities other than Capital Preservation Instruments (as
such capitalized term is described in Applicant's application). For
purposes of this condition, total assets excludes cash items (including
securities issued by money market funds registered under the Act) and
Government securities (as defined in Section 2(a)(16) of the Act). This
percentage is to be determined on an unconsolidated basis, except that
Applicant should consolidate its financial statements with the
financial statements of any wholly-owned subsidiaries.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-04867 Filed 3-9-23; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 84, Number 27 (Friday, February 8, 2019)]
[Rules and Regulations]
[Pages 2736-2738]
[FR Doc No: 2019-01602]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 165

[Docket Number USCG-2019-0031]
RIN 1625-AA00

Safety Zone; Delaware River Rock Blasting, Marcus Hook, PA

AGENCY: Coast Guard, DHS.

ACTION: Temporary final rule.

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SUMMARY: The Coast Guard is establishing a temporary safety zone on the
waters of the Delaware River between Marcus Hook Range and Tinicum
Range. The safety zone will temporarily restrict vessel traffic from
transiting or anchoring in portions of the Delaware River while rock
blasting, dredging, and rock removal operations are being conducted to
facilitate the Main Channel Deepening project for the Delaware River.
The safety zone is needed to protect personnel, vessels, and the marine
environment from hazards created by rock blasting, dredging, and rock
removal operations. Entry of vessels or persons into this zone is
prohibited unless specifically authorized by the COTP or his designated
representatives.

DATES: This rule is effective from February 10, 2019, through March 15,
2019.

ADDRESSES: To view documents mentioned in this preamble as being
available in the docket, go to https://www.regulations.gov, type USCG-
2019-0031 in the ``SEARCH'' box and click ``SEARCH.'' Click on Open
Docket Folder on the line associated with this rule.

FOR FURTHER INFORMATION CONTACT: If you have questions about this
rulemaking, call or email Petty Officer Edmund Ofalt, U.S. Coast Guard
Sector Delaware Bay, Waterways Management Branch; telephone (215) 271-
4889, email<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. Table of Abbreviations

CFR Code of Federal Regulations
DHS Department of Homeland Security
FR Federal Register
NPRM Notice of proposed rulemaking
Sec.  Section
U.S.C. United States Code

II. Background Information and Regulatory History

    The Coast Guard is issuing this temporary rule without prior notice
and opportunity to comment pursuant to authority under section 4(a) of
the Administrative Procedure Act (APA) (5 U.S.C. 553(b)). This
provision authorizes an agency to issue a rule without prior notice and
opportunity to comment when the agency for good cause finds that those
procedures are ``impracticable, unnecessary, or contrary to the public
interest.'' Under 5 U.S.C. 553(b)(B), the Coast Guard finds that good
cause exists for not publishing a notice of proposed rulemaking (NPRM)
with respect to this rule because it is impracticable and contrary to
the public interest. There is insufficient time to allow for a
reasonable comment period prior to the start date for blasting
operations. The rule must be in force by February 10, 2019, to serve
its purpose of ensuring the safety of personnel, vessels, and the
marine environment from hazards associated with rock blasting,
dredging, and rock removal operations.
    Under 5 U.S.C. 553(d)(3), the Coast Guard finds that good cause
exists for making this rule effective less than 30 days after
publication in the Federal Register. Delaying the effective date of
this rule would be impracticable and contrary to the public interest
because immediate action is needed to mitigate the potential safety
hazards associated with rock blasting, dredging and rock removal
operations in this location.

III. Legal Authority and Need for Rule

    The Coast Guard is issuing this rule under authority in 33 U.S.C.
1231. The COTP has determined that there are potential hazards
associated with the rock blasting and dredging operations. This rule is
needed to ensure the safety of personnel, vessels, and the marine
environment within a 500-yard radius of rock blasting, dredging, and
rock removal operations

IV. Discussion of the Rule

    This rule establishes a safety zone from February 10, 2019, through
March 15, 2019. The safety zone covers all navigable waters in the
Delaware River within 500 yards of vessels and machinery being used to
conduct rock blasting, dredging, and rock removal operations between
Marcus Hook Range and Tinicum Range. The safety zone will be enforced
in an area and in a manner that does not conflict with transiting
commercial and recreational traffic, except for the short periods of
time when explosive detonations are being conducted and shortly
thereafter, when the channel is being surveyed to ensure the
navigational channel is clear for vessels to transit. These detonations
will not occur more than three times a day. At all other times, at
least one side of the main navigational channel will be open for
vessels to transit. This rule describes communications for notifying
waterway users of upcoming detonations and provides means for waterway
users to request entry into the safety zone.

V. Regulatory Analyses

    We developed this rule after considering numerous statutes and
Executive orders related to rulemaking. Below we summarize our analyses
based on a number of these statutes and

Executive orders, and we discuss First Amendment rights of protestors.

A. Regulatory Planning and Review

    Executive Orders 12866 and 13563 direct agencies to assess the
costs and benefits of available regulatory alternatives and, if
regulation is necessary, to select regulatory approaches that maximize
net benefits. Executive Order 13771 directs agencies to control
regulatory costs through a budgeting process. This rule has not been
designated a ``significant regulatory action,'' under Executive Order
12866. Accordingly, this rule has not been reviewed by the Office of
Management and Budget (OMB), and pursuant to OMB guidance it is exempt
from the requirements of Executive Order 13771.
    This regulatory action determination is based on the size,
location, duration, and traffic management of the safety zone. The
safety zone will be enforced in an area and in a manner that does not
conflict with transiting commercial and recreational traffic, except
for the short periods of time when explosive detonations are being
conducted. The blasting detonations will not occur more than three
times a day. At all other times, at least one side of the main
navigational channel will be open for vessels to transit. Moreover, the
Coast Guard will work in coordination with the pilots to ensure vessel
traffic is limited during the times of detonation and Broadcast Notice
to Mariners are made via VHF-FM marine channel 13 and 16 when blasting
operations will occur.

B. Impact on Small Entities

    The Regulatory Flexibility Act of 1980, 5 U.S.C. 601-612, as
amended, requires Federal agencies to consider the potential impact of
regulations on small entities during rulemaking. The term ``small
entities'' comprises small businesses, not-for-profit organizations
that are independently owned and operated and are not dominant in their
fields, and governmental jurisdictions with populations of less than
50,000. The Coast Guard certifies under 5 U.S.C. 605(b) that this rule
will not have a significant economic impact on a substantial number of
small entities.
    While some owners or operators of vessels intending to transit the
safety zone may be small entities, for the reasons stated in section
V.A above, this rule will not have a significant economic impact on any
vessel owner or operator.
    Under section 213(a) of the Small Business Regulatory Enforcement
Fairness Act of 1996 (Pub. L. 104-121), we want to assist small
entities in understanding this rule. If the rule would affect your
small business, organization, or governmental jurisdiction and you have
questions concerning its provisions or options for compliance, please
contact the person listed in the FOR FURTHER INFORMATION CONTACT
section.
    Small businesses may send comments on the actions of Federal
employees who enforce, or otherwise determine compliance with, Federal
regulations to the Small Business and Agriculture Regulatory
Enforcement Ombudsman and the Regional Small Business Regulatory
Fairness Boards. The Ombudsman evaluates these actions annually and
rates each agency's responsiveness to small business. If you wish to
comment on actions by employees of the Coast Guard, call 1-888-REG-FAIR
(1-888-734-3247). The Coast Guard will not retaliate against small
entities that question or complain about this rule or any policy or
action of the Coast Guard.

C. Collection of Information

    This rule will not call for a new collection of information under
the Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520).

D. Federalism and Indian Tribal Governments

    A rule has implications for federalism under Executive Order 13132,
Federalism, if it has a substantial direct effect on the States, on the
relationship between the national government and the States, or on the
distribution of power and responsibilities among the various levels of
government. We have analyzed this rule under that Order and have
determined that it is consistent with the fundamental federalism
principles and preemption requirements described in Executive Order
13132.
    Also, this rule does not have tribal implications under Executive
Order 13175, Consultation and Coordination with Indian Tribal
Governments, because it does not have a substantial direct effect on
one or more Indian tribes, on the relationship between the Federal
Government and Indian tribes, or on the distribution of power and
responsibilities between the Federal Government and Indian tribes. If
you believe this rule has implications for federalism or Indian tribes,
please contact the person listed in the FOR FURTHER INFORMATION CONTACT
section above.

E. Unfunded Mandates Reform Act

    The Unfunded Mandates Reform Act of 1995 (2 U.S.C. 1531-1538)
requires Federal agencies to assess the effects of their discretionary
regulatory actions. In particular, the Act addresses actions that may
result in the expenditure by a State, local, or tribal government, in
the aggregate, or by the private sector of $100,000,000 (adjusted for
inflation) or more in any one year. Though this rule will not result in
such an expenditure, we do discuss the effects of this rule elsewhere
in this preamble.

F. Environment

    We have analyzed this rule under Department of Homeland Security
Directive 023-01 and Commandant Instruction M16475.1D, which guide the
Coast Guard in complying with the National Environmental Policy Act of
1969 (42 U.S.C. 4321-4370f), and have determined that this action is
one of a category of actions that do not individually or cumulatively
have a significant effect on the human environment. This rule involves
a safety zone to protect waterway users that would prohibit entry
within 500 yards of rock blasting, dredging, and rock removal. It is
categorically excluded from further review under paragraph L60(a) of
Appendix A, Table 1 of DHS Instruction Manual 023-01-001-01, Rev. 01. A
Record of Environmental Consideration supporting this determination is
available in the docket where indicated under ADDRESSES.

G. Protest Activities

    The Coast Guard respects the First Amendment rights of protesters.
Protesters are asked to contact the person listed in the FOR FURTHER
INFORMATION CONTACT section to coordinate protest activities so that
your message can be received without jeopardizing the safety or
security of people, places or vessels.

List of Subjects 33 CFR Part 165

    Harbors, Marine safety, Navigation (water), Reporting and
recordkeeping requirements, Security measures, Waterways.

    For the reasons discussed in the preamble, the Coast Guard amends
33 CFR part 165 as follows:

PART 165--REGULATED NAVIGATION AREAS AND LIMITED ACCESS AREAS

0
1. The authority citation for part 165 continues to read as follows:

    Authority: 33 U.S.C 1231; 50 U.S.C. 191; 33 CFR 1.05-1, 6.04-1,
6.04-6, and 160.5; Department of Homeland Security Delegation No.
0170.1.

0
2. Add Sec.  165.T05-0031 to read as follows:

Sec.  165.T05-0031   Safety Zone, Delaware River Rock Blasting; Marcus
Hook, PA.

    (a) Location. The following area is a safety zone: All the
navigable waters of the Delaware River within 500 yards of vessels and
machinery performing rock blasting, rock removal, and dredging
operations, between Marcus Hook Range and Tinicum Range.
    (b) Definitions. As used in this section, designated representative
means any Coast Guard commissioned, warrant, or petty officer who has
been authorized by the Captain of the Port to assist with enforcement
of the safety zone described in paragraph (a) of this section.
    (c) Regulations. (1) Vessels wishing to transit the safety zone in
the main navigational channel may do so if they can make satisfactory
passing arrangements with the drill boat APACHE or the dredges TEXAS
and NEW YORK, as applicable, in accordance with the Navigational Rules
in 33 CFR subchapter E via VHF-FM channel 13 at least 30 minutes prior
to arrival. If vessels are unable to make satisfactory passing
arrangements with the drill boat APACHE or the dredges TEXAS and NEW
YORK, they may request permission from the Captain of the Port, or his
designated representative, on VHF-FM channel 16.
    (2) The operator of any vessel requesting to transit through the
safety zone shall proceed as directed by the drill boat APACHE, the
dredges TEXAS and NEW YORK, or the designated representative of the
Captain of the Port and must operate at the minimum safe speed
necessary to maintain steerage and reduce wake.
    (3) No vessel may transit through the safety zone during times of
explosive detonation. During explosive detonation, vessels must
maintain a 500-yard distance from the drill boat APACHE. The drill boat
APACHE will make broadcasts, via VHF-FM Channel 13 and 16, at 15
minutes, 5 minutes, and 1 minute prior to detonation, as well as a
countdown to detonation on VHF-FM Channel 16.
    (4) After every explosive detonation the dredging contractor will
conduct a survey to ensure the navigational channel is clear for
vessels to transit. The drill boat APACHE will broadcast, via VHF-FM
channel 13 and 16, when the survey has been completed and the channel
is clear to transit. Vessels requesting to transit through the safety
zone shall proceed as directed by the Captain of the Port and contact
the drill boat APACHE on VHF-FM channel 13 to make safe passing
arrangements.
    (d) Enforcement. The U.S. Coast Guard may be assisted by Federal,
State and local agencies in the patrol and enforcement of the zone.
    (e) Enforcement period. This rule will be enforced from February
10, 2019, through March 15, 2019, unless cancelled earlier by the
Captain of the Port.

    Dated: February 4, 2019.
Scott E. Anderson,
Captain, U.S. Coast Guard, Captain of the Port, Delaware Bay.
[FR Doc. 2019-01602 Filed 2-7-19; 8:45 am]
 BILLING CODE 9110-04-P


[Federal Register: March 12, 2007 (Volume 72, Number 47)]
[Notices]
[Page 11068-11069]
[DOCID:fr12mr07-142]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-55408; File No. SR-CHX-2007-02]

Self-Regulatory Organizations; The Chicago Stock Exchange, Inc.;
Notice of Filing of Proposed Rule Change To Amend the CHX Fee Schedule
on a Retroactive Basis to Clarify the Application of a Credit Against
Specialist Fixed Fees

March 6, 2007.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on February 12, 2007, the Chicago Stock Exchange, Inc. (``CHX'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II
and III below, which Items have been prepared substantially by the CHX.
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

    The Exchange proposes to amend its Schedule of Participant Fees and
Credits (``Schedule''), on a retroactive basis, to clarify application
of a monthly specialist fixed fee credit. The text of the proposed rule
change is available at the Exchange, http://www.chx.com/rules/proposed_rules.htm
, and the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange seeks to amend the Schedule on a retroactive basis to
clarify application of a monthly specialist fixed fee credit.
    On November 21, 2006, the Exchange amended the Schedule, providing
for a monthly specialist fixed fee credit of $25,000, to be in effect
while the Exchange completed implementation of its new trading model
and issues were transitioned from being traded by CHX specialists to a
market maker model.\3\
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    \3\ See Securities Exchange Act Release No. 55070 (January 9,
2007), 72 FR 2049 (January 17, 2007) (SR-CHX-2006-37).
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    At that time, the Exchange envisioned that the credit would be
applied on a cumulative basis for November and December of 2006, so
that the November credit would be $25,000 and the December credit would
be $50,000. Subsequently, at the December 12, 2006 meeting of its Board
of Directors, the Exchange determined that it would make the credit
available for the month of January 2007, but that the credit for
January would be reduced to $25,000. The proposed rule language in the
instant proposed rule change clarifies the total amount of the credit
available for each month.\4\
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    \4\ Thus, the credit for November 2006 is $25,000; the credit
for December 2006 is $50,000; and the credit for January 2007 is
$25,000.

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    The monthly credit is applied against the first $25,000 (or
$50,000, in the case of December 2006) in monthly specialist fixed fees
otherwise due the CHX from a participant firm. If the participant
firm's fixed fee liability is less than the credit amount, the CHX
would apply a credit equal to the amount of the fixed fee liability,
but would not issue a refund to such participant firm for the remaining
balance of the credit, nor would the CHX carry forward the balance of
the credit for application to future fixed fee liabilities.\5\
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    \5\ For example, if a specialist firm's monthly fixed fee
liability for November 2006 was $32,000, the CHX would apply the
$25,000 credit and the firm would be billed for the remaining
balance of $7,000 in net fixed fees. If a specialist firm's fixed
fee liability was $10,000, the CHX would apply a credit of $10,000,
offsetting the entire liability, and the CHX would not bill the
specialist firm for any fixed fees. The CHX would not issue a refund
of $15,000 to the specialist firm on account of the unused portion
of the available credit and the unused portion would not be
available to offset fixed fee liabilities in future months.
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2. Statutory Basis
    The CHX believes the proposal is consistent with the requirements
of the Act and the rules and regulations thereunder that are applicable
to a national securities exchange, and, in particular, with the
requirements of Section 6(b).\6\ The proposed rule change is consistent
with Section 6(b)(4) of the Act in that it provides for the equitable
allocation of reasonable dues, fees and other charges among the
Exchange's members and will result in an additional credit for CHX
specialist firms impacted by the Exchange's transition to its new
trading model. The proposed rule change is consistent with Section
6(b)(5) of the Act because it would promote just and equitable
principles of trade, remove impediments to, and perfect the mechanism
of, a free and open market and a national market system, and, in
general, protect investors and the public interest by permitting the
Exchange to provide incentives for its specialist firms to support the
transition to new technology that will result in fully automated
executions.
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    \6\ 15 U.S.C. 78f(b).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
impose any burden on competition.

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

    No written comments were either solicited or received.

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

    Within 35 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 will:
    (A) By order approve 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 e-mail to<EMAIL_ADDRESS>Please include

File Number SR-CHX-2007-02 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-CHX-2007-02. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
). Copies of the submission, all subsequent amendments, all

written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for inspection and
copying in the Commission's Public Reference Room. Copies of the filing
also will be available for inspection and copying at the principal
offices 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-CHX-2007-02 and should be submitted on or before March 27, 2007.

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\7\
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    \7\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-4325 Filed 3-9-07; 8:45 am]

BILLING CODE 8010-01-P