[Federal Register Volume 81, Number 99 (Monday, May 23, 2016)]
[Notices]
[Pages 32376-32381]
[FR Doc No: 2016-12028]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77845; File No. SR-NYSEArca-2016-08]

Self-Regulatory Organizations; NYSE Arca, Inc.; Order Instituting
Proceedings To Determine Whether To Approve or Disapprove a Proposed
Rule Change, as Modified by Amendment No. 1 Thereto, To Adopt NYSE Arca
Equities Rule 8.900 To Permit Listing and Trading of Managed Portfolio
Shares and To Permit Listing and Trading of Shares of Fifteen Issues of
the Precidian ETFs Trust

May 17, 2016.
    On January 27, 2016, NYSE Arca, Inc. (``Exchange'' or ``NYSE
Arca'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to: (1) Adopt NYSE Arca Equities Rule 8.900; and
(2) approve the listing and trading of shares (``Shares'') of fifteen
issues of the Precidian ETFs Trust (``Trust''). The proposed rule
change was published for comment in the Federal Register on February
18, 2016.\3\ On March 9, 2016, the Exchange filed Amendment No. 1 to
the proposed rule change.\4\ The Commission has received four comments
on the proposed rule change.\5\ This order institutes proceedings under
Section 19(b)(2)(B) of the Act \6\ to determine whether to approve or
disapprove the proposed rule change, as modified by Amendment No. 1
thereto.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 76944 (Feb. 11,
2016), 81 FR 8269 (``Notice'').
    \4\ In Amendment No. 1 to the proposed rule change, the Exchange
corrected the citations to the Trust's Form N-1A and Exemptive
Application, which were misstated in the proposal. Because Amendment
No. 1 is technical in nature and does not materially alter the
substance of the proposed rule change or raise any novel regulatory
issues, it is not subject to notice and comment. Amendment No. 1 to
the proposed rule change is available on the Commission's Web site
at: http://www.sec.gov/comments/sr-nysearca-2016-08/nysearca201608-1.pdf.
    \5\ See Letter from Gary L. Gastineau, President, ETF
Consultants.com, Inc., to Brent J. Fields, Secretary, Commission,
dated Mar. 10, 2016 (``Gastineau Letter''); Letter from David Nadig
(Mar. 31, 2016) (``Nadig Letter''); Letter from Andrew M. Gross, Jr.
(Apr. 5, 2016) (``Gross Letter''); Letter from Andrew M. Gross, Jr.
(Apr. 5, 2016) (``Gross Letter''); Letter from Joseph A. Sullivan,
Chairman and Chief Executive Officer, Legg Mason Global Asset
Management, to Mary Jo White, Chair, Commission (Apr. 15, 2016)
(``Sullivan Letter''). The comment letters are available on the
Commission's Web site at: https://www.sec.gov/comments/sr-nysearca-2016-08/nysearca201608.shtml.
    \6\ 15 U.S.C. 78s(b)(2)(B).
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I. Summary of the Exchange's Description of the Proposed Rule Change

    The Exchange proposes to adopt new NYSE Arca Equities Rule 8.900,
which would govern the listing and trading of ``Managed Portfolio
Shares.'' \7\ The Exchange also proposes to list and trade the Shares
of the following funds under proposed NYSE Arca Equities Rule 8.900:
(1) Precidian U.S. Managed Volatility Fund; (2) Precidian Strategic
Value; (3) Precidian Large Cap Value; (4) Precidian Focused Dividend
Strategy; (5) Precidian U.S. Large Cap Growth; (6) Precidian U.S. Core
Equity; (7) Precidian U.S. Mid Cap Growth; (8) Precidian Total Return;
(9) Precidian High Dividend Yield; (10) Precidian Small Cap Dividend
Value; (11) Precidian Multi-factor Small Cap Core; (12) Precidian
Multi-factor Small Cap Growth; (13) Precidian Large Cap Core Plus 130/
30; (14) Precidian Mid Cap Core Plus 130/30; and (15) Precidian Small
Cap Core Plus 130/30 (each a ``Fund,'' and collectively the ``Funds'').
In addition, the Exchange proposes to amend NYSE Arca Equities Rule
7.34 (Trading Sessions), which relates to securities traded on the
Exchange during the Core Trading Session, to add a reference to
proposed NYSE Arca Equities Rule 8.900.
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    \7\ Proposed NYSE Arca Equities Rule 8.900(c)(1) defines the
term ``Managed Portfolio Share'' as a security that (a) is issued by
a registered investment company organized as an open-end management
investment company (``Investment Company'') or similar entity, that
invests in a portfolio of securities selected by the Investment
Company's investment adviser consistent with the Investment
Company's investment objectives and policies; and (b) when
aggregated in a number of shares equal to a Redemption Unit (as
defined herein) or multiples thereof, may be redeemed at the request
of an authorized participant (as defined in the Investment Company's
Form N-1A filed with the Commission), which authorized participant
will be paid though a confidential account established for its
benefit a portfolio of securities and/or cash with a value equal to
the next determined net asset value (``NAV'').
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A. Key Features of Managed Portfolio Shares

    While Investment Companies issuing Managed Portfolio Shares would
be actively-managed, and in that respect would be similar to those
issuing Managed Fund Shares,\8\ Managed Portfolio Shares would differ
from Managed Fund Shares in the following respects.
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    \8\ Managed Fund Shares are shares of actively-managed
Investment Companies listed and traded under NYSE Arca Equities Rule
8.600.
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     First, issues of Managed Fund Shares are required to
disseminate their ``Disclosed Portfolio'' at least once daily.\9\ By
contrast, the portfolio for an issue of Managed Portfolio Shares would
be disclosed only quarterly.
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    \9\ NYSE Arca Equities Rule 8.600(c)(2) defines the term
``Disclosed Portfolio'' as the identities and quantities of the
securities and other assets held by the Investment Company that will
form the basis for the Investment Company's calculation of net asset
value at the end of the business day. NYSE Arca Equities Rule
8.600(d)(2)(B)(i) requires that, for Managed Fund Shares, the
Disclosed Portfolio will be disseminated at least once daily and
will be made available to all market participants at the same time.
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     Second, in connection with the redemption of shares in
``Redemption Unit'' size (as described below), the delivery of any
portfolio securities in kind would only be effected through a
``Confidential Account'' (as described below) for the benefit of the
redeeming authorized participant without disclosing the identity of the
securities to the authorized participant.
     Third, for each series of Managed Portfolio Shares, a
Verified Intraday Indicative Value (``VIIV'') would be disseminated by
one or more major market-data vendors every second during the
Exchange's Core Trading Session (normally, 9:30 a.m. to 4:00 p.m.,
Eastern Time (``E.T.'')).\10\ The Exchange states that dissemination of
the VIIV will allow investors to determine the estimated intra-day
value of the underlying portfolio of a series of Managed Portfolio
Shares and will provide a close estimate of that value throughout the
trading day.\11\
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    \10\ Proposed NYSE Arca Equities Rule 8.900(c)(2) defines the
VIIV as the estimated indicative value of a Managed Portfolio Share
based on all of the issuer's holdings as of the close of business on
the prior business day, priced and disseminated in one second
intervals, and subject to validation by a pricing verification agent
of the Investment Company that is responsible for comparing multiple
independent pricing sources to establish the accuracy of the VIIV.
The specific methodology for calculating the VIIV will be disclosed
on each Fund's Web site.
    \11\ According to the Exchange, the VIIV should not be viewed as
a ``real-time'' update of the NAV per Share of each Fund, because
the VIIV may not be calculated in the same manner as the NAV, which
will be computed once a day, generally at the end of the business
day.
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B. Arbitrage of Managed Portfolio Shares

    The Exchange asserts that market makers will be able to make
efficient and liquid markets priced near the VIIV even without daily
disclosure of a

Fund's underlying portfolio, as long as a VIIV is disseminated every
second and market makers have knowledge of a Fund's means of achieving
its investment objective. According to the Exchange, market makers
would have knowledge of a Fund's means of achieving its investment
objective by employing risk-management techniques such as ``statistical
arbitrage.'' \12\ The Exchange also states that market makers will make
efficient markets in Managed Portfolio Shares by establishing a
Confidential Account (as defined herein), monitoring the VIIV for
arbitrage opportunities, and effecting transactions in the Shares and
the Fund's (unknown) portfolio securities, as described below.
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    \12\ According to the Exchange, statistical arbitrage enables a
trader to construct an accurate proxy for another instrument,
allowing the trader to hedge the other instrument or buy or sell the
instrument when it is cheap or expensive in relation to the proxy.
Statistical analysis permits traders to discover correlations based
purely on trading data without regard to other fundamental drivers.
These correlations are a function of differentials, over time,
between one instrument or group of instruments and one or more other
instruments. Once the nature of these price deviations has been
quantified, a universe of securities is searched in an effort to, in
the case of a hedging strategy, minimize the differential. Once a
suitable hedging proxy has been identified, a trader can minimize
portfolio risk by executing the hedging basket. The trader then can
monitor the performance of this hedge throughout the trade period
making correction where warranted.
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    According to the Exchange, if an authorized participant believes
that Shares of a Fund are trading at a price that is higher than the
value of the underlying portfolio--for example, if the market price for
the Shares is higher than the VIIV--then the authorized participant may
sell Shares of the Fund short and instruct its ``Trusted Agent'' \13\
to buy portfolio securities for its Confidential Account. When the
market price of the Shares falls in line with the value of the
portfolio, the authorized participant can then close out its positions
in both the Shares and the portfolio securities. According to the
Exchange, the authorized participant's purchase of the portfolio
securities into its Confidential Account, combined with the sale of
Shares, may also create downward pressure on the price of Shares and/or
upward pressure on the price of the portfolio securities, bringing the
market price of Shares and the value of a Fund's portfolio securities
closer together.
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    \13\ Proposed Commentary .04 to NYSE Arca Equities Rule 8.900
requires that authorized participants and non-authorized participant
market makers redeeming Managed Portfolio Shares sign an agreement
with an agent (``Trusted Agent'') to establish a confidential
account (``Confidential Account''), for the benefit of such
authorized participant or non-authorized participant market maker,
that will receive all consideration from the issuer in a redemption.
A Trusted Agent may not disclose the consideration received in a
redemption except as required by law or as provided in the
Investment Company's Form N-1A, as applicable.
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    Similarly, according to the Exchange, an authorized participant
could buy Shares and instruct the Trusted Agent to sell the underlying
portfolio securities from its Confidential Account in an attempt to
profit when a Fund's Shares are trading at a discount to its portfolio.
According to the Exchange, the authorized participant's purchase of a
Fund's Shares in the secondary market, combined with the sale of the
portfolio securities from its Confidential Account, may also create
upward pressure on the price of Shares and/or downward pressure on the
price of portfolio securities, driving the market price of Shares and
the value of a Fund's portfolio securities closer together. The
Exchange states that, Precidian Funds LLC (``Adviser''), the investment
adviser to the Trust, avers that this process is identical to how many
authorized participants currently arbitrage existing traditional ETFs,
except for the use of the Confidential Account.
    According to the Exchange, a market maker that is not an authorized
participant would also be able to establish a Confidential Account and
could engage in arbitrage activity without using the creation or
redemption processes described above. If such a market maker believes
that a Fund is overvalued relative to its underlying assets, the
Exchange states, that market maker could sell Shares short and instruct
its Trusted Agent to buy portfolio securities in its Confidential
Account and then wait for the trading prices to move toward parity and
close out the positions in both the Shares and the portfolio securities
to realize a profit from the relative movement of their trading prices.
Similarly, according to the Exchange, this market maker could buy
Shares and instruct the Trusted Agent to sell the underlying portfolio
securities in an attempt to profit when a Fund's Shares are trading at
a discount to a Fund's underlying or reference assets.

C. The Creation and Redemption Procedures

    The Exchange states that, generally, Shares will be purchased and
redeemed on an in-kind basis, so that, except where the purchase or
redemption will include cash under the limited circumstances described
in the Registration Statement, purchasers will be required to purchase
Creation Units by making an in-kind deposit of specified instruments
(``Deposit Instruments''), and shareholders redeeming their Shares will
receive an in-kind transfer of specified instruments (``Redemption
Instruments''). On any given Business Day, the names and quantities of
the instruments that constitute the Deposit Instruments and the names
and quantities of the instruments that constitute the Redemption
Instruments will be identical, and these instruments may be referred
to, in the case of either a purchase or a redemption, as the ``Creation
Basket.''
    In the case of a redemption, a Fund's custodian (``Custodian'')
will typically deliver securities to the Confidential Account on a pro
rata basis with a value approximately equal to the value of the Shares
tendered for redemption at the Cut-Off time. The Custodian will make
delivery of the securities by appropriate entries on its books and
records transferring ownership of the securities to the authorized
participant's Confidential Account, subject to delivery of the Shares
redeemed. The Trusted Agent of the Confidential Account will in turn
liquidate, hedge, or otherwise manage the securities based on
instructions from the authorized participant.\14\
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    \14\ An authorized participant will issue execution instructions
to the Trusted Agent and be responsible for all associated profit or
losses. Like a traditional ETF, the authorized participant has the
ability to sell the basket securities at any point during normal
trading hours.
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    If the Trusted Agent is instructed to sell all securities received
at the close on the redemption date, the Trusted Agent will pay the
liquidation proceeds net of expenses, plus or minus any cash balancing
amount, to the authorized participant through DTC.\15\ The redemption
securities that the Confidential Account receives is expected to mirror
the portfolio holdings of a Fund pro rata.
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    \15\ According to the Exchange, under applicable provisions of
the Internal Revenue Code, the authorized participant is expected to
be deemed a ``substantial owner'' of the Confidential Account
because it receives distributions from the Confidential Account. As
a result, the Exchange states, all income, gain, or loss realized by
the Confidential Account will be directly attributed to the
authorized participant. The Exchange also states that, in a
redemption, the authorized participant will have a basis in the
distributed securities equal to the fair market value at the time of
the distribution, and any gain or loss realized on the sale of those
Shares will be taxable income to the authorized participant.
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F. Availability of Information

    Each Fund will be required to file with the Commission its complete
portfolio schedules for the second and fourth fiscal quarters on Form
N-SAR under the 1940 Act, and to file its complete portfolio schedules
for the first and third fiscal quarters on Form

N-Q under the 1940 Act, within 60 days of the end of the quarter. Form
N-Q requires funds to file the same schedules of investments that are
required in annual and semi-annual reports to shareholders. The Trust's
SAI and each Fund's shareholder reports will be available free upon
request from the Trust. These documents and forms may be viewed on-
screen or downloaded from the Commission's Web site at www.sec.gov.
    In addition, the VIIV, as defined in proposed NYSE Arca Equities
Rule 8.900(c)(3), will be widely disseminated by one or more major
market-data vendors at least every second during the Exchange's Core
Trading Session. The VIIV, which is approximate value of each Fund's
investments on a per Share basis, will be disseminated every second
during the Exchange's Core Trading Session through the facilities of
the CTA. According to the Exchange, the VIIV will include all accrued
income and expenses of a Fund and will assure that any extraordinary
expenses, booked during the day, that would be taken into account in
calculating a Fund's NAV for that day are also taken into account in
calculating the VIIV. For purposes of the VIIV, securities held by a
Fund will be valued throughout the day based on the mid-point between
the disseminated current national best bid and offer. According to the
Exchange, by utilizing the mid-point pricing for purposes of VIIV
calculation, stale prices are eliminated and more accurate
representation of the real-time value of the underlying securities is
provided to the market. Specifically, according to the Exchange,
quotations based on the mid-point of bid/ask spreads more accurately
reflect current market sentiment by providing real time information on
where market participants are willing to buy or sell securities at that
point in time. Using quotations rather than last-sale information
addresses concerns regarding the staleness of pricing information of
less actively traded securities. The Exchange represents that, because
quotations are updated more frequently than last-sale information
especially for inactive securities, the VIIV will be based on more
current and accurate information. The Exchange also represents that the
use of quotations will also dampen the impact of any momentary spikes
in the price of a portfolio security.
    Each Fund will utilize two independent pricing sources to provide
two independent sources of pricing information. Each Fund will also
utilize a ``Pricing Verification Agent'' and establish a computer-based
protocol that will permit the Pricing Verification Agent to
continuously compare the two data streams from the independent pricing
agents sources on a real time basis.\16\ A single VIIV will be
disseminated publicly for each Fund; however, the Pricing Verification
Agent will continuously compare the public VIIV against a non-public
alternative intra-day indicative value to which the Pricing
Verification Agent has access. If it becomes apparent that there is a
material discrepancy between the two data streams, the Exchange will be
notified and have the ability to halt trading in a Fund until the
discrepancy is resolved.\17\ Each Fund's Board will review the
procedures used to calculate the VIIV and maintain its accuracy as
appropriate, but not less than annually. The specific methodology for
calculating the VIIV will be disclosed on each Fund's Web site.
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    \16\ A Fund's Custodian will provide, on a daily basis, the
constituent basket file comprised of all securities plus any cash to
the independent pricing agent(s) for purposes of pricing.
    \17\ Proposed Rule 8.900(d)(2)(C) provides that, upon
notification to the Corporation by the Investment Company or its
agent that (i) the prices from the multiple independent pricing
sources to be validated by the Investment Company's pricing
verification agent differ by more than 25 basis points for 60
seconds in connection with pricing of the VIIV, or (ii) that the
VIIV of a series of Managed Portfolio Shares is not being priced and
disseminated in one-second intervals, as required, the Corporation
will halt trading in the Managed Portfolio Shares as soon as
practicable. The halt in trading would continue until the Investment
Company or its agent notifies the Corporation that the prices from
the independent pricing sources no longer differ by more than 25
basis points for 60 seconds or that the VIIV is being priced and
disseminated as required. The Investment Company or its agent would
be responsible for monitoring that the VIIV is being priced and
disseminated as required and whether the prices to be validated from
multiple independent pricing sources differ by more than 25 basis
points for 60 seconds.
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III. Summary of Comment Letters

    The Commission has received four comment letters on the proposed
rule change.\18\
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    \18\ See supra note 5.
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    A. Gastineau Letter.\19\ The commenter opposes approval of the
proposed rule change and recommends imposition of a number of
requirements in the event the proposed rule change and the Exemptive
Application are approved. Preliminarily, the commenter offers an
opinion regarding the standard of review that should be applied,
stating that, because this would be a new and potentially ground
breaking less-transparent ETF structure, the Commission should apply a
meaningfully higher standard until the Commission is completely
comfortable with the state of the ETF market.
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    \19\ The Gastineau Letter is available at: http://www.sec.gov/comments/sr-nysearca-2016-08/nysearca201608-2.pdf.
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    Generally, the commenter asserts that market makers will face
significant impediments to successfully arbitraging the Shares, and he
predicts that this will lead to the Shares trading at wider bid-ask
spreads and more variable premiums/discounts than actively-managed ETFs
available today.
    In evaluating the Exchange's statements regarding VIIVs, the
commenter asserts that their utility should be compared not to the IIVs
of existing ETFs but rather to the independently derived, real-time
estimates of underlying fund value that ETF market makers use to
identify arbitrage opportunities and manage the risk of holding ETF
positions today (``MM IIVs''). The commenter asserts that, because
existing actively managed ETFs (and most index ETFs) provide full daily
disclosure of their current portfolio, their market makers have access
to far better information about the current value of Fund holdings than
the proposed VIIVs would provide and, correspondingly, VIIVs will be
significantly less precise than MM IIVs. The commenter also asserts
that MM IIVs include significant information that would not be
reflected in VIIVs, noting:
     In calculating VIIVs, Fund securities would be valued
based on the midpoint between the current national best bid and offer
quotations. The commenter characterizes the bid-ask midpoint as a
``fairly crude valuation metric'' that does not capture important
trading information incorporated into MM IIVs, such as the current bid-
ask spread, the depth of the current order book on the bid and offer
side of the market, and the predominance of current trading between
bid-side and offer-side transactions.
     VIIVs would be calculated and disseminated every second
and, while this interval may seem sufficient, MM IIVs are updated in
fractions of a second (milliseconds or microseconds).
     The VIIV verification process would leave significant room
for dissemination of erroneous values. For example, a Fund's Pricing
Verification Agent would take no action to address observed
discrepancies in VIIV input prices until the calculated Fund values
differ by at least 25 bps for 60 seconds. The commenter characterizes
that disparity as ``huge,'' asserting that it would be wider than the
customary bid-ask spread of most domestic equity ETFs.
     The VIIV process would not address all potential intraday
valuation errors. The commenter describes that corporate actions must
be accurately reflected in the VIIV, which can be challenging, and

market makers would not be able to verify that corporate actions are
appropriately reflected in a Fund's VIIVs because of the non-
transparent portfolio.
     The process for adjusting VIIVs in the event of trading
halts in portfolio securities is cumbersome and likely to result in
errors in disseminated VIIVs. Throughout a halt, which may be
protracted, the Fund would continue to disseminate VIIVs that do not
reflect fair values of the halted security, and therefore may vary
significantly from the Fund's true underlying value at that time. The
commenter asserts that MM IIVs would almost certainly arrive at a fair
estimate of a Fund's current underlying value far faster than the VIIV
specified process.
    The commenter asserts that reliance on faulty VIIVs may expose
market makers to unrecoverable losses, noting that: (1) Neither the
Exchange nor its agents nor the Reporting Authority would be liable for
disseminating erroneous VIIVs; and (2) the circumstances under which
the Independent Pricing Agents and the Pricing Verification Agent are
legally liable for such errors are limited.
    According to the commenter, market makers' forced reliance on VIIVs
to determine intraday Fund valuations is a source of significant
incremental risk for them versus making markets in existing ETFs, and
he predicts that this will result in the Shares trading at wider bid-
ask spreads and more variable premiums and discounts to NAV than
similar existing ETFs.
    The commenter also criticizes the Confidential Accounts structure.
He asserts that, compared to the usual manner in which market makers in
existing ETFs engage in arbitrage and buy and sell Creation Basket
instruments, the Confidential Accounts arrangement exposes market
makers to significant additional costs, risks and lost opportunities,
including:
     Less control over trade execution and trade order
management when implementing portfolio hedging and Creation Unit
transactions, which will result in more cost and risk, and less profit
opportunity.
     No ability for market makers to use their market knowledge
and market positions to enhance arbitrage profits and minimize costs.
     Reduced incentive for third-party service providers to
trade expeditiously and with low market impact.
     Little or no ability for market makers to monitor trading
in Confidential Accounts to ensure best execution or to evaluate
trading performance.
     Forced pro rata hedging, which, the commenter states, is
very often not the best hedge. Sub-optimal hedging results in less
efficient arbitrage.
     Given the more-involved routing of trade instructions and
trade orders that the Confidential Account structure would necessitate,
the commenter states that hedging and Creation Unit instrument
transactions through Confident Accounts will almost certainly take
longer, on average, for a market maker to execute than similar
transactions that the market maker executes internally. According to
the commenter, slower executions may translate into less efficient
arbitrage.
     Potentially significant explicit costs to establish and
maintain Confidential Accounts.
    Additionally, the commenter discusses the efficiency of statistical
arbitrage. While market makers may be able to gain some useful
information about a Fund's current composition by knowing the Fund's
investment objective and tracking performance correlations over time
versus a known index, the commenter states that the amount of portfolio
information that can be gleaned using this approach is limited. As a
result, any portfolio hedge constructed using this information would be
subject to meaningful basis risk.
    The commenter also expresses concern regarding portfolio
information security in light of the dissemination of this data across
a network of Trusted Agents, affiliated broker-dealers and other
Confidential Account service providers, and their use of the provided
information to implement trades on behalf of Confidential Account
holders.
    The commenter also raises concerns with the possibility that market
participants could use the VIIV to reverse-engineer the Funds'
portfolio holdings, subjecting the Funds to the dilutive effects of
front-running. The commenter asserts that ``it is far from a settled
question that the Funds would not ever be susceptible to reverse
engineering.''
    B. Nadig Letter.\20\ This commenter states his support of the
proposal, noting that, after having been through multiple variations,
the proposal now has the correct VIIV structure.
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    \20\ The Nadig Letter is available at: http://www.sec.gov/comments/sr-nysearca-2016-08/nysearca201608-3.htm.
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    C. Gross Letter.\21\ This commenter first notes the advantages that
ETFs offer to retail investors, and supports the idea of investing in
actively managed funds, stating that live, intra-day pricing of the
underlying portfolio enables the commenter to see how the portfolio
value is performing at all times (as opposed to mutual funds), enables
market participants to provide liquidity for the product (with the
ability to arbitrage price discrepancies by creating and redeeming
shares in the portfolio, as with existing ETFs), and allows for
purchases and sales of shares at any time. With wider intra-day trading
ranges recently, the ability to put in limit buy orders below the
market (or limit sell orders above the market) is critical to the
commenter.
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    \21\ The Gross Letter is available at: http://www.sec.gov/comments/sr-nysearca-2016-08/nysearca201608-4.htm.
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    In addition, the commenter notes that actively managed ETFs provide
benefits to the fund manager and to fund performance. The commenter
states that actively managed ETFs allow fund managers to make
investment decisions they believe in, without being distorted by tax
consequences. In addition, the commenter believes that the proposed
Funds have come up with a way to provide retail and professional
investors with a level playing field in terms of intra-day price feeds
on the value of the underlying portfolio, and through a trusted agent
to allow market makers to create and redeem (and hold) the portfolio of
the actively managed fund without being able to see the individual
share holdings. The commenter finds this proposal to be an ``elegant
solution'' and to be an effective way to both use the well-understood
arbitrage mechanism that has made ETFs liquid and reliable products and
allow market makers to control execution of their fund portfolios while
protecting the confidentiality of the fund manager.
    D. Sullivan Letter.\22\ The commenter expresses support for the
proposed rule change. He states that the Precidian structure would
permit his firm's portfolio managers to manage active ETFs using their
proprietary strategies without being susceptible to front running by
other managers or investors and while still offering the following
benefits of active ETFs to clients, which would positively impact
yields and net investor returns: (1) The ability to trade shares
throughout the day at known prices; (2) lower fund operating expenses,
primarily in the form of lower transfer agency costs and overall
portfolio transaction costs; and (3) improved tax efficiency. According
to the commenter, his firm's clients realize only a modest benefit from
daily transparency. The commenter also

mentioned that his firm is a shareholder in Precidian.
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    \22\ The Sullivan Letter is available at: http://www.sec.gov/comments/sr-nysearca-2016-08/nysearca201608-5.pdf.
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IV. Proceedings To Determine Whether To Approve or Disapprove SR-
NYSEArca-2016-08 and Grounds for Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \23\ to determine whether the proposed rule
change, as modified by Amendment No. 1 thereto, should be approved or
disapproved. Institution of such proceedings is appropriate at this
time in view of the legal and policy issues raised by the proposed rule
change. Institution of proceedings does not indicate that the
Commission has reached any conclusions with respect to any of the
issues involved. Rather, as described below, the Commission seeks and
encourages interested persons to provide comments on the proposed rule
change.
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    \23\ 15 U.S.C. 78s(b)(2)(B).
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    Pursuant to Section 19(b)(2)(B) of the Act,\24\ the Commission is
providing notice of the grounds for disapproval under consideration.
The Commission is instituting proceedings to allow for additional
analysis of the proposed rule change's consistency with Section 6(b)(5)
of the Act, which requires, among other things, that the rules of a
national securities exchange be ``designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade,'' and ``to protect investors and the public
interest.'' \25\
---------------------------------------------------------------------------

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

V. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written
submissions of their views, data, and arguments with respect to the
issues identified above, as well as any other concerns they may have
with the proposal. In particular, the Commission invites the written
views of interested persons concerning whether the proposal is
consistent with Section 6(b)(5) or any other provision of the Act, or
the rules and regulations thereunder. Although there do not appear to
be any issues relevant to approval or disapproval that would be
facilitated by an oral presentation of views, data, and arguments, the
Commission will consider, pursuant to Rule 19b-4, any request for an
opportunity to make an oral presentation.\26\
---------------------------------------------------------------------------

    \26\ Section 19(b)(2) of the Act, as amended by the Securities
Act Amendments of 1975, Pub. L. 94-29 (June 4, 1975), grants the
Commission flexibility to determine what type of proceeding--either
oral or notice and opportunity for written comments--is appropriate
for consideration of a particular proposal by a self-regulatory
organization. See Securities Act Amendments of 1975, Senate Comm. on
Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st
Sess. 30 (1975).
---------------------------------------------------------------------------

    Interested persons are invited to submit written data, views, and
arguments regarding whether the proposal should be approved or
disapproved by June 13, 2016. Any person who wishes to file a rebuttal
to any other person's submission must file that rebuttal by June 27,
2016. The Commission asks that commenters address the sufficiency of
the Exchange's statements in support of the proposal, which are set
forth in the Notice \27\ and in Amendment No. 1 to the proposed rule
change,\28\ in addition to any other comments they may wish to submit
about the proposed rule change. Specifically, the Commission seeks
comment on the statements of the Exchange contained in the Notice, as
modified by Amendment No. 1 thereto, and any other issues raised by the
proposed rule change. In particular, the Commission seeks comment on
the following:
---------------------------------------------------------------------------

    \27\ See supra note 3.
    \28\ See supra note 4.
---------------------------------------------------------------------------

    1. Do commenters believe that market makers will be able to engage
in effective and efficient arbitrage in the Shares without knowledge of
the contents of the Funds' portfolios? Do commenters believe that
market makers will be able to engage in effective and efficient
arbitrage in the Shares while delegating trading in the portfolio
securities to an intermediary, rather than trading in those securities
directly? Do commenters believe that the Shares of a Fund will trade at
secondary market prices that are closely aligned with the value of the
Fund's portfolio?
    2. Do commenters believe that the trading characteristics--such as
bid/ask spread and premium or discount to NAV--of a Fund will be
comparable to the trading characteristics of a fully transparent ETF
with similar assets and a similar strategy?
    3. What are commenters' views concerning the proposed use of a VIIV
as opposed to the IIV commonly used by other ETFs? Do commenters
believe that the VIIV will provide sufficient information to market
participants to ensure that the Funds are appropriately priced in
secondary trading? Do commenters believe that the VIIV will provide
sufficient information to market participants in periods of market
volatility, including periods in which securities underlying a Fund's
portfolio encounter trading halts or pauses? Do commenters believe that
the proposed parameters that apply to the accuracy of the VIIV--i.e.,
the requirement that the two independent calculations not disagree by
more than 25 basis points for 60 seconds or more--are appropriate?
    4. What are commenters views regarding whether market participants
will be able to use the VIIV--by itself or in conjunction with other
public data--to reverse engineer a Fund's portfolio holdings? What
factors might affect the susceptibility of a Fund to such reverse
engineering? If such reverse engineering were possible, what effect
would it have on the Fund? What effect would reverse engineering have
on shareholders in the Fund?
    5. What are commenters views about the selective disclosure of
portfolio holdings to the Trusted Agents, as described above?
    6. In light of the non-transparency of the basket of securities
underlying the proposed Funds, the Commission seeks comment on how a
broker-dealer authorized participant engaging in creation and
redemption activity might fulfill its obligation to maintain a minimum
level of net capital in compliance with Rule 15c3-1 under the Act and
how such an authorized participant would comply with the books and
records requirements of Rules 17a-3 and 17a-4 under the Act. For
example, how would an authorized participant that is a broker-dealer
apply an appropriate haircut to positions included in the Creation
Basket when the authorized participant is unaware of the securities
included in the basket? In addition, how would the authorized
participant determine an appropriate price for such securities?
Moreover, how would such an authorized participant make and keep
current the records required under Rule 17a-3, including the daily
blotter and daily stock record required under paragraphs (a)(1) and
(a)(5), respectively, of that rule?
    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-NYSEArca-2016-08 on the subject line.

Paper Comments

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

All submissions should refer to File Numbers SR-NYSEArca-2016-08. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of these filings also will be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-NYSEArca-2016-08 and should
be submitted on or before June 13, 2016. Rebuttal comments should be
submitted by June 27, 2016.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\29\
---------------------------------------------------------------------------

    \29\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-12028 Filed 5-20-16; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 86, Number 166 (Tuesday, August 31, 2021)]
[Notices]
[Pages 48782-48785]
[FR Doc No: 2021-18674]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92752; File No. SR-LTSE-2021-04]

Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend the Director ``Business Relationships'' Provision and Definition
of ``Family Member'' for Purposes of LTSE Rule 14.405(a)(2) and
Supplementary Material .01 (Definition of Independence)

August 25, 2021.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that on August 19, 2021, Long-Term Stock Exchange, Inc. (``LTSE''
or the ``Exchange'') filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change as described in Items I
and II below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

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

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

    LTSE proposes to amend LTSE Rule 14.405(a)(2) and Supplementary
Material .01 (Definition of Independence) under LTSE Rule 14.405(a)
(``Supplementary Material'') to (i) adopt provisions conforming LTSE's
independence standards with respect to listed company (``Company'') \4\
directors' ``business relationships'' with the corresponding standards
of the New York Stock Exchange (``NYSE'') Rule 303.A.02(b)(v) and
relevant parts of the related NYSE Commentary and Disclosure
Requirement for NYSE-listed Companies seeking to dually list on LTSE,
and (ii) amend the definition of ``Family Member'' solely for purposes
of director independence determinations under LTSE Rule 14.405(a)(2).
LTSE has filed the proposed rule change pursuant to Section 19(b)(3)(A)
of the Act,\5\ and Rule 19b4(f)(6) thereunder,\6\ which renders the
proposed rule change effective upon filing with the Commission.
---------------------------------------------------------------------------

    \4\ ``Company'' means the issuer of a security listed or
applying to list on the Exchange. See LTSE Rule 14.002(a)(5).
    \5\ 15 U.S.C. 78s(b)(3)(A).
    \6\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

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

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

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

1. Purpose
    The Exchange proposes to amend Rule 14.405(a)(2) and related
Supplementary Material to adopt a provision conforming LTSE's
independence standards with respect to directors' business
relationships with the corresponding standard of NYSE Rule
303.A.02(b)(v) and related Commentary and Disclosure Requirement, in
order to accommodate NYSE-listed Companies seeking to dually list \7\
their securities on LTSE. The Exchange also proposes to amend the
definition of ``Family Member'' solely for purposes of director
independence under LTSE Rule 14.405(a)(2) \8\ to conform it to the
corresponding definitions of the NYSE \9\ and the Nasdaq Stock Market
LLC (``Nasdaq'').\10\
---------------------------------------------------------------------------

    \7\ See LTSE Rule 14.210(a) (permitting a Company to have a
class of securities that has been approved for listing on another
national securities exchange).
    \8\ This definition of Family Member is not applicable to LTSE
Rule 5.110 (Supervision), which pertains to Member supervision and
aligns with a corresponding FINRA rule.
    \9\ See General Commentary to Section 303A.02(b) of NYSE Listed
Company Manual (defining ``immediate family member'').
    \10\ See Nasdaq Rule 5605(a)(2) (defining ``Family Member'').
---------------------------------------------------------------------------

    LTSE rules require Companies to meet certain standards related to
director independence, including that a majority of the board of the
directors of the Company be independent directors,\11\ and that the
Company's audit, compensation, and nominating \12\ committees be
comprised solely of independent directors.\13\ LTSE Rule 14.405(a)(2)
defines ``Independent Director'' as ``a person other than an Executive
Officer or employee of the Company or any other individual having a
relationship which, in the opinion of the Company's board of directors,
would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director.''
---------------------------------------------------------------------------

    \11\ LTSE Rule 14.405(b)(1).
    \12\ If the Company does not have a nominating committee, under
LTSE Rule 14.405(e), nominees for directors must be selected or
recommended by independent directors constituting a majority of the
board's independent directors in a vote in which only independent
directors participate.
    \13\ See LTSE Rule 14.405(c)(3)(A) (regarding audit committee
composition); LTSE Rule 14.405(d)(2)(A) (regarding compensation
committee composition); LTSE Rule 14.405(e)(1) (regarding nominating
committee composition).
---------------------------------------------------------------------------

    LTSE Rule 14.405(a)(2) also provides a list of certain
relationships that preclude a board finding of director independence
\14\ (the ``Bright-Line Independence Tests''), including a director who
is, or has a Family Member who is, a partner in, or a controlling
Shareholder or an Executive Officer of, any organization to which the
Company made, or from which the Company received, payments for property
or services in the current or any of the past three fiscal years that
exceed 5% of the recipient's (i.e., that of the organization or the
Company) consolidated gross revenues for that year, or $200,000,
whichever is more (with certain exceptions).\15\ This rule is referred
to as

the ``business relationships'' provision.\16\ Related Supplementary
Material provides further guidance to Companies regarding the
significance of director independence and application of the
independence standards.
---------------------------------------------------------------------------

    \14\ See Supplementary Material, LTSE Rule 14.405(a)(2).01
(noting that ``[t]hese objective measures provide transparency to
investors and Companies, facilitate uniform application of the
rules, and ease administration'').
    \15\ See LTSE Rule 14.405(a)(2)(D) (exceptions to this rule
apply for (i) payments arising solely from investments in the
Company's securities; or (ii) payments under non-discretionary
charitable contribution matching programs).
    \16\ LTSE's ``business relationships'' provision in Rule
14.405(a)(2)(D) is identical to Nasdaq Rule 5605(a)(2)(D).
---------------------------------------------------------------------------

    The proposed rule change would establish an alternative business
relationships provision based on the corresponding provisions of the
NYSE Rule 303.A.02(b)(v) \17\ and adopt relevant parts of the related
NYSE Commentary and Disclosure Requirement, solely applicable to NYSE-
listed Companies seeking to dually list on LTSE. While NYSE's and
LTSE's respective business relationship provisions are similar, the
NYSE standard employs different percentages and minimums. Specifically,
NYSE uses a threshold of 2% of the recipient's consolidated gross
revenues or $1 million, whichever is more. In many situations, the NYSE
provision will be more restrictive with a threshold of 2% versus 5%.
However, at the lowest levels, the LTSE standard is more restrictive
with a minimum of $200,000 versus $1 million.\18\ The Commentary and
Disclosure Requirement noted under NYSE Rule 303.A.02(b)(v) clarify
application of the rule and call for disclosure of Company
contributions to tax exempt organizations in which any independent
director serves as an executive officer provided that the same
financial thresholds of Rule 303.A.02(b)(v) are met.
---------------------------------------------------------------------------

    \17\ NYSE Rule 303.A.02(b)(v) precludes situations where ``[t]he
director is a current employee, or an immediate family member is a
current executive officer, of a company that has made payments to,
or received payments from, the listed company for property or
services in an amount which, in any of the last three fiscal years,
exceeds the greater of $1 million, or 2% of such other company's
consolidated gross revenues.''
    \18\ In addition, the NYSE standard only covers the prior three
fiscal years (not including current year as per the LTSE standard)
and does not include Family Members who are partners or controlling
shareholders of the subject organization. The LTSE standard uses the
term ``organizations'' instead of ``companies'' and thus may be
interpreted to be broader in scope in that respect.
---------------------------------------------------------------------------

    As a result of the differences discussed above, a NYSE-listed
Company seeking to dually list on LTSE may have to reassess the
independence of its directors notwithstanding the fact that the Company
is already listed on the NYSE. Differences in comparable listing
standards based on the same general principles (e.g., ensuring
directors exercise independent judgment) may be burdensome for
Companies needing to conduct duplicative analyses of director
independence.\19\ To better accommodate dual listings of NYSE-listed
companies, the proposed rule change would provide an alternative
business relationships provision in a new paragraph (H) to LTSE Rule
14.405(a)(2) substantially identical to NYSE Rule 303.A.02(b)(v) and
add relevant parts of NYSE's related Commentary and Disclosure
Requirement to LTSE Supplemental Material, solely for NYSE-listed
Companies.
---------------------------------------------------------------------------

    \19\ See Amendment No. 3 to SR-NASDAQ 2019-049 at 8 (noting that
``Nasdaq has heard from its listed companies and their legal counsel
that the current situation, where each market has a different
definition [of ``Family Member''], complicates the preparation by
listed companies of director and officer questionnaires that the
companies need in order to analyze director independence. In
particular, this creates an added and unnecessary burden when a
company transfers its listing from one national securities exchange
to another. In such case, a director may have already filled out an
annual questionnaire based on the prior listing exchange's
definition of a family member, but need[s] to answer additional
questions because the definition of the exchange the listing is
transferred to is phrased differently'').
---------------------------------------------------------------------------

    The Exchange is also proposing to amend the definition of ``Family
Member'' solely for purposes of director independence under LTSE Rule
14.405(a)(2) to mean ``a person's spouse, parents, children, siblings,
mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and
sisters-in-law, and anyone (other than domestic employees) who shares
such person's home.'' Under the current LTSE Rule 14.405(a)(2),
``Family Member'' means ``a person's spouse, parents, children and
siblings, whether by blood, marriage or adoption, or anyone residing in
such person's home.'' \20\ The purpose of this rule change is to
exclude domestic employees who share the director's home (given that
the definition is not meant to cover commercial relationships), and
stepchildren who do not share the director's home (in which case,
depending on facts and circumstances, such relationships may be
attenuated in nature), from the type of relationships that always
preclude a board from finding that a director is independent, as
described below.\21\
---------------------------------------------------------------------------

    \20\ See LTSE Rule 14.405(a)(2).
    \21\ For the avoidance of doubt, a stepchild who shares the same
home with a director would continue to be considered a Family Member
under the Bright-Line Independence Tests, because the definition of
a Family Member will include anyone (other than domestic employees)
who shares the director's home.
---------------------------------------------------------------------------

    The proposed rule change would also conform LTSE's definition of a
``Family Member'' for purposes of Rule 14.405(a)(2) to the
corresponding definition of ``Family Member'' applicable to Companies
listed on the NYSE and Nasdaq. Depending on the facts and
circumstances, minor variations \22\ between LTSE's current definition
and that of NYSE or Nasdaq could create need for interpretation and
require additional independence assessments for NYSE or Nasdaq-primary
listed Companies seeking to dually list securities on LTSE or transfer
their listing to LTSE. To reduce this additional compliance burden on
such Companies, the Exchange's proposed definition of ``Family Member''
would be identical to NYSE and Nasdaq's corresponding definitions for
purposes of determining director independence.\23\ This revision will
not affect the additional independence criteria for audit committee
members set forth in LTSE Rule 14.405(c)(2), which incorporate the
independence requirements of SEC Rule 10A-3 promulgated under the
Act.\24\
---------------------------------------------------------------------------

    \22\ For example, the current LTSE definition of ``Family
Member'' in Rule 14.405(a)(2) does not exclude domestic employees
residing in the director's home.
    \23\ Section 303A.02 of the NYSE Listed Company Manual states
that ``[a]n `immediate family member' includes a person's spouse,
parents, children, siblings, mothers and fathers-in-law, sons and
daughters-in-law, brothers and sisters-in-law, and anyone (other
than domestic employees) who shares such person's home.'' The
definition of ``Family Member'' for purposes of Nasdaq Listing Rule
5605(a)(2) was modified to be identical to that of NYSE. See
Securities Exchange Act Release No. 88210 (February 13, 2020), 85 FR
9816 (February 20, 2020).
    \24\ 15 U.S.C. 78f.
---------------------------------------------------------------------------

    Notwithstanding these changes, LTSE notes that Company boards must
affirmatively determine that directors do not have relationships that
would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director pursuant to LTSE rules
14.405(a)(2) and 14.405(a)(2).01. To comply with LTSE's rules, LTSE
will expect the boards of listed Companies to continue to elicit
through director questionnaires the information necessary to make
independence determinations, which will need to include questions about
stepchild relationships. LTSE believes that it is appropriate for the
board to review a relationship between a director and a stepchild who
does not share a home with the director or a relationship between a
director and a domestic employee under such facts and circumstances
test. The board's assessment goes beyond applying the Bright-Line
Independence Tests to ensure that any individual serving as an
independent director has no relationship that would impair his or her
independence.

2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6 of the Act,\25\ in general, and
furthers the objectives of Section 6(b)(5) of the Act,\26\ in
particular, because it is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in facilitating transactions in securities, to remove
impediments to and perfect the mechanism of a free and open market and
a national market system, and, in general, to protect investors and the
public interest. Further, the Exchange believes that the proposal is
not designed to permit unfair discrimination between issuers or to
regulate by virtue of any authority conferred by the Act matters not
related to the purposes of the Act or the administration of the
Exchange, for the reasons set forth below.
---------------------------------------------------------------------------

    \25\ Id.
    \26\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    By aligning certain of the Exchange's corporate governance
requirements more closely with those of the NYSE and Nasdaq, as
explained above, the proposed rule change is designed to remove
impediments to and perfect the mechanism of a free and open market. The
proposed rule change with respect to director business relationships
and the definition of Family Member is consistent with the Act in that
it adopts a definition of director independence that has already been
approved by the Commission and has been in force for nearly 20
years.\27\
---------------------------------------------------------------------------

    \27\ See Securities Exchange Act Release No. 48745 (November 4,
2003), 68 FR 64154 (November 12, 2003), available at https://www.sec.gov/rules/sro/34-48745.htm#P83_24538 (noting that ``the
Commission believes that these proposed rule changes, as amended,
are reasonable and appropriate and serve the interests of the
investing public'').
---------------------------------------------------------------------------

    LTSE's current business relationships provision set forth in LTSE
Rule 14.405(a)(2)(D) is identical to that of Nasdaq Rule 5605(a)(2)(D).
Companies that utilize Nasdaq as their primary listing exchange and
seek to dually list on LTSE do not currently have any added compliance
burden with respect to this rule. As drafted, the proposed rule change
would apply only to NYSE-primary listed Companies seeking to dually
list on LTSE and remove their additional compliance burden of having to
assess director independence in accordance with disparate Bright-Line
Independence Tests regarding director business relationships. A Company
seeking a primary listing on LTSE or a Company with a primary listing
exchange other than NYSE would be required to satisfy the current
business relationships provision in Rule 14.405(a)(2)(D).
    The Exchange also believes that its proposed rule change is fair
and not unfairly discriminatory because it alleviates the additional
compliance burdens currently faced by NYSE-primary listed Companies
that seek to dually list on LTSE. Given that LTSE Rule 14.405(a)(2)(D)
currently in effect is identical to the corresponding provision of
Nasdaq Rule 5605(a)(2)(D), the proposed rule change brings NYSE-primary
listed Companies in parity with Nasdaq-primary listed Companies if they
seek to dually list their securities on LTSE.
    The proposed rule change with respect to modification of the
definition of ``Family Member'' in LTSE Rule 14.405(a)(2) to conform to
the corresponding definition of Nasdaq Rule 5605(a)(2) and NYSE Rule
303.A.02 also alleviates the compliance burden on LTSE dually-listed
Companies. In the recent past, the Commission has approved Nasdaq's
proposed modification of Rule 5605(a)(2)'s definition of ``Family
Member'' for purposes of director independence determinations.\28\
Prior to such modification, the Nasdaq definition in Rule 5605(a)(2)
was identical to that of LTSE Rule 14.405(a)(2). Nasdaq also noted in
Amendment No. 3 to its related rule filing proposal that its purpose
was to alleviate unnecessary burdens posed on listed companies due to
differences in phrasing of corresponding rules across exchanges.\29\
Specifically, LTSE Rule 14.405(a)(2) includes directors' domestic
employees and stepchildren in the definition of ``Family Member,'' as
described above, even though based on facts and circumstances,
relationships with stepchildren may be attenuated and those with
domestic employees are generally commercial in nature. The Commission
has previously approved the proposed definition as consistent with
Section 6(b)(5) of the Act.\30\ As such, LTSE believes that Commission
approval of this proposed rule change would be consistent with its
prior decision and promote competition.
---------------------------------------------------------------------------

    \28\ See Securities Exchange Act Release No. 88210 (February 13,
2020), 85 FR 9816 (February 20, 2020).
    \29\ See SR-NASDAQ 2019-049 Amendment No. 3 at 11. Amendment No.
3 replaces and supersedes the original proposal in its entirety and
is available at https://listingcenter.nasdaq.com/assets/rulebook/nasdaq/filings/SR-NASDAQ-2019-049_Amendment_3.pdf.
    \30\ See Securities Exchange Act Release No. 88210 (February 13,
2020), 85 FR 9816 (February 20, 2020).
---------------------------------------------------------------------------

    LTSE holds that it is important for investors to have confidence
that individuals serving as independent directors do not have a
relationship with the Company that would impair their independence. The
Company's board has a responsibility to make an affirmative
determination that no such relationships exist. The proposed rule
change furthers the Exchange's objective to support Companies in long-
term value creation by removing the need for burdensome and duplicative
independence assessments while retaining effective and longstanding
mechanisms for ensuring director independence.

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 not necessary or appropriate in
furtherance of the purposes of the Act. These changes are intended to
alleviate compliance burdens on dually-listed Companies by conforming
LTSE rules with those of two other exchanges in the case of the
definition of ``Family Member,'' and one other exchange with respect to
the business relationships provision regarding director independence
determinations where such Company is seeking to dually list its
securities. Thus, the proposed rule change would eliminate requirements
that burden issuers without an offsetting benefit in protecting
shareholders. As such, these changes are neither intended to, nor
expected to, impose any burden on competition.

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

    Because the foregoing proposed rule change does not (i)
significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section

19(b)(3)(A)(iii) of the Act \31\ and Rule 19b-4(f)(6)(iii)
thereunder.\32\
---------------------------------------------------------------------------

    \31\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \32\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) \33\ normally
does not become operative for 30 days after the date of the filing.
However, pursuant to Rule 19b-4(f)(6)(iii),\34\ the Commission may
designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposal
may become operative upon filing. The Exchange states that it does not
believe that the proposal raises any new or novel issues not previously
considered by the Commission in that the provisions at issue have been
approved by the Commission and in effect at other exchanges for a
considerable period. In addition, the Exchange has represented that it
anticipates that its first dual listings will take effect by the end of
August 2021 and that the proposed rule change will be helpful for the
companies that plan to list on this timeline. The Commission believes
that waiver of the 30-day operative delay is consistent with the
protection of investors and the public interest because the proposed
rule change does not raise any new or novel issues and is consistent
with adopted rules on other exchanges. Accordingly, the Commission
hereby waives the 30-day operative delay and designates the proposal
operative upon filing.\35\
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    \33\ 17 CFR 240.19b-4(f)(6).
    \34\ 17 CFR 240.19b-4(f)(6)(iii).
    \35\ For purposes only of accelerating the operative date of
this proposal, the Commission has considered the proposed rule's
impact on efficiency, competition, and capital formation. 15 U.S.C.
78c(f).
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    At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule change should be approved or
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-LTSE-2021-04 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-LTSE-2021-04. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-LTSE-2021-04 and should be submitted on
or before September 21, 2021.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\36\
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    \36\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2021-18674 Filed 8-30-21; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 82, Number 32 (Friday, February 17, 2017)]
[Rules and Regulations]
[Page 10961]
[FR Doc No: 2017-03193]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 117

[Docket No. USCG-2017-0056]

Drawbridge Operation Regulation; Isle of Wight (Sinepuxent) Bay,
Ocean City, MD

AGENCY: Coast Guard, DHS.

ACTION: Notice of deviation from drawbridge regulation.

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SUMMARY: The Coast Guard has issued a temporary deviation from the
operating schedule that governs the U.S. 50 (Harry Kelly) Bridge across
the Isle of Wight (Sinepuxent) Bay, mile 0.5, at Ocean City, MD. The
deviation is necessary to accommodate the free movement of pedestrians
and vehicles during the 2017 Island 2 Island Half Marathon Bridge Run.
This deviation allows the bridge to remain in the closed-to-navigation
position.

DATES: This deviation is effective from 8 a.m. to 10:30 a.m. on April
29, 2017.

ADDRESSES: The docket for this deviation, [USCG-2017-0056], is
available at http://www.regulations.gov. Type the docket number in the
``SEARCH'' box and click ``SEARCH''. Click on Open Docket Folder on the
line associated with this deviation.

FOR FURTHER INFORMATION CONTACT: If you have questions on this
temporary deviation, call or email Mr. Mickey Sanders, Bridge
Administration Branch Fifth District, Coast Guard; telephone (757) 398-
6587, email<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: The event director, OC Tri Running Sports,
with approval from the Maryland State Highway Administration, who owns
and operates the U.S. 50 (Harry Kelly) Bridge, has requested a
temporary deviation from the current operating regulations to
accommodate the free movement of pedestrians and vehicles during the
2017 Island 2 Island Half Marathon Bridge Run. The bridge is a double
bascule bridge and has a vertical clearance in the closed position of
13 feet above mean high water.
    The current operating schedule is set out in 33 CFR 117.559. Under
this temporary deviation, the bridge will be maintained in the closed-
to-navigation position from 8 a.m. to 10:30 a.m. on April 29, 2017. The
Isle of Wight (Sinepuxent) Bay is used by a variety of vessels
including small commercial vessels and recreational vessels. The Coast
Guard has carefully considered the nature and volume of vessel traffic
on the waterway in publishing this temporary deviation.
    Vessels able to pass through the bridge in the closed position may
do so at any time. The bridge will be able to open for emergencies and
there is no immediate alternate route for vessels unable to pass
through the bridge in the closed position. The Coast Guard will also
inform the users of the waterways through our Local and Broadcast
Notice to Mariners of the change in operating schedule for the bridge
so that vessel operators can arrange their transits to minimize any
impacts caused by this temporary deviation.
    In accordance with 33 CFR 117.35(e), the drawbridge must return to
its regular operating schedule immediately at the end of the effective
period of this temporary deviation. This deviation from the operating
regulations is authorized under 33 CFR 117.35.

    Dated: February 13, 2016.
Hal R. Pitts,
Bridge Program Manager, Fifth Coast Guard District.
[FR Doc. 2017-03193 Filed 2-16-17; 8:45 am]
 BILLING CODE 9110-04-P


[Federal Register Volume 82, Number 113 (Wednesday, June 14, 2017)]
[Rules and Regulations]
[Pages 27121-27122]
[FR Doc No: 2017-12209]

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ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R06-OAR-2015-0142; FRL-9958-61-Region 6]

Approval and Promulgation of Implementation Plans; Oklahoma;
Infrastructure and Interstate Transport for the 2012 Fine Particulate
Matter Standard

AGENCY: Environmental Protection Agency (EPA).

ACTION: Final rule.

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SUMMARY: Pursuant to the Federal Clean Air Act (CAA or the Act), the
Environmental Protection Agency (EPA) is approving elements of a State
Implementation Plan (SIP) submission from the State of Oklahoma for the
2012 Fine Particulate Matter (PM2.5) National Ambient Air
Quality Standard (NAAQS or standard). The submission addresses how the
existing SIP provides for implementation, maintenance, and enforcement
of this NAAQS (infrastructure SIP or i-SIP). The i-SIP ensures that the
Oklahoma SIP is adequate to meet the State's responsibilities under the
CAA.

DATES: This rule is effective on July 14, 2017.

ADDRESSES: The EPA has established a docket for this action under
Docket ID No. EPA-R06-OAR-2015-0142. All documents in the docket are
listed on the http://www.regulations.gov Web site. Although listed in
the index, some information is not publicly available, e.g.,
Confidential Business Information or other information whose disclosure
is restricted by statute. Certain other material, such as copyrighted
material, is not placed on the Internet and will be publicly available
only in hard copy form. Publicly available docket materials are
available either electronically through http://www.regulations.gov or
in hard copy at the EPA Region 6, 1445 Ross Avenue, Suite 700, Dallas,
Texas 75202-2733.

FOR FURTHER INFORMATION CONTACT: Wendy Jacques,<PHONE_NUMBER>,
<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: Throughout this document ``we,'' ``us,'' and
``our'' means the EPA.

I. Background

    The background for this action is discussed in detail in our
November 21, 2016 proposal (81 FR 83184). In that proposed rule, we
proposed to partially approve and partially disapprove the June 16,
2016, infrastructure SIP submission from Oklahoma, which addresses the
requirements of CAA sections 110(a)(1) and (2) as applicable to the
2012 PM2.5 NAAQS. We also proposed to disapprove a portion
of the January 28, 2015 i-SIP submission for the 2010 SO2
NAAQS. We proposed disapproval for both submissions only as to the
portions that address CAA section 110(a)(2)(D)(i)(II); the requirement
for visibility protection in other States. CAA section
110(a)(2)(D)(i)(II) requires the SIP for a new or revised NAAQS to
contain adequate provisions to prohibit emissions which will interfere
with required measures for any other State for (1) prevention of
significant deterioration (PSD) of air quality or (2) visibility
protection. We did not receive any comments regarding our proposal.
    At this time, we are not acting on the portions of the 2012
PM2.5 and 2010 SO2 NAAQS i-SIP submissions that
address CAA section 110(a)(2)(D)(i)(II) as it relates to visibility
protection in other States. We also note that the State did not address
CAA section 110(a)(2)(D)(i)(I) \1\ in the June 16, 2016 submittal for
the 2012 PM2.5 NAAQS, thus we are not taking action to
approve or disapprove the requirements for that section. The State
submitted an i-SIP revision to address the requirements in CAA section
110(a)(2)(D)(i)(I) for the 2012 PM2.5 NAAQS on December 19,
2016; we expect to act on that submittal at a later time.
---------------------------------------------------------------------------

    \1\ CAA section 110(a)(2)(D)(i)(I) requires the SIP to contain
adequate provisions to prohibit emissions to other States which will
(1) contribute significantly to nonattainment of a new or revised
NAAQS or (2) interfere with maintenance of that NAAQS.
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II. Final Action

    We are approving the portions of the June 16, 2016 Oklahoma
infrastructure SIP submission for the 2012 PM2.5 NAAQS that
address CAA sections 110(a)(2)(A), (B), (C), (D)(i)(II) as it relates
to the prevention of interference with PSD, (D)(ii), (E)(i), (E)(ii),
(F), (G), (H), (J), (K), (L) and (M). The i-SIP addresses how the
existing SIP provides for implementation, maintenance, and enforcement
of the 2012 PM2.5 NAAQS and is adequate to meet the State's
responsibilities under the CAA.

III. Statutory and Executive Order Reviews

    Under the Clean Air Act, the Administrator is required to approve a
SIP submission that complies with the provisions of the Act and
applicable Federal regulations. 42 U.S.C. 7410(k); 40 CFR 52.02(a).
Thus, in reviewing SIP submissions, the EPA's role is to approve state
choices, provided that they meet the criteria of the Clean Air Act.
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 13563 (76 FR 3821, January 21,
2011);
     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 an economically significant regulatory action based
on health or safety risks subject to Executive Order 13045 (62 FR
19885, April 23, 1997);
     Is not a significant regulatory action subject to
Executive Order 13211 (66 FR 28355, May 22, 2001);
     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 Clean Air Act; and
     Does not provide EPA with the discretionary authority to
address, as appropriate, disproportionate human health or environmental
effects, using practicable and legally permissible methods, under
Executive Order 12898 (59 FR 7629, February 16, 1994).

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).
    The Congressional Review Act, 5 U.S.C. 801 et seq., as added by the
Small Business Regulatory Enforcement Fairness Act of 1996, generally
provides

that before a rule may take effect, the agency promulgating the rule
must submit a rule report, which includes a copy of the rule, to each
House of the Congress and to the Comptroller General of the United
States. EPA will submit a report containing this action and other
required information to the U.S. Senate, the U.S. House of
Representatives, and the Comptroller General of the United States prior
to publication of the rule in the Federal Register. A major rule cannot
take effect until 60 days after it is published in the Federal
Register. This action is not a ``major rule'' as defined by 5 U.S.C.
804(2).
    Under section 307(b)(1) of the Clean Air Act, petitions for
judicial review of this action must be filed in the United States Court
of Appeals for the appropriate circuit by August 14, 2017. 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, Interstate transport of
pollution, Particulate matter, Reporting and recordkeeping
requirements, Sulfur oxides.

    Dated: June 1, 2017.
Samuel Coleman,
Acting Regional Administrator, Region 6.

    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.

Subpart LL--Oklahoma

0
2. In Sec.  52.1920(e), the first table titled ``EPA-Approved
Nonregulatory Provisions and Quasi-Regulatory Measures in the Oklahoma
SIP'' is amended by adding an entry for ``Infrastructure for the 2012
PM2.5 NAAQS'' at the end to read as follows:

Sec.  52.1920   Identification of plan.

* * * * *
    (e) * * *

             EPA-Approved Nonregulatory Provisions and Quasi-Regulatory Measures in the Oklahoma SIP
----------------------------------------------------------------------------------------------------------------
                                        Applicable          State
      Name of SIP provision            geographic or      submittal     EPA approval date        Explanation
                                    nonattainment area       date
----------------------------------------------------------------------------------------------------------------

                                                  * * * * * * *
Infrastructure for the 2012 PM2.5  Statewide...........    6/16/2016  6/14/2017 [Insert FR  Does not address
 NAAQS.                                                                page number where     110(a)(2)(D)(i)(I).
                                                                       document begins].     No action on
                                                                                110(a)(2)(D)
                                                                                (i)(II) (visibility
                                                                                portion).
----------------------------------------------------------------------------------------------------------------

* * * * *
[FR Doc. 2017-12209 Filed 6-13-17; 8:45 am]
 BILLING CODE 6560-50-P


[Federal Register Volume 87, Number 5 (Friday, January 7, 2022)]
[Notices]
[Page 956]
[FR Doc No: 2022-00089]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. ER22-421-000]

Tri-State Generation and Transmission Association, Inc.;
Supplemental Notice That Initial Market-Based Rate Filing Includes
Request for Blanket Section 204 Authorization

    This is a supplemental notice in the above-referenced proceeding of
Tri-State Generation and Transmission Association, Inc.'s application
for market-based rate authority, with an accompanying rate tariff,
noting that such application includes a request for blanket
authorization, under 18 CFR part 34, of future issuances of securities
and assumptions of liability.
    Any person desiring to intervene or to protest should file with the
Federal Energy Regulatory Commission, 888 First Street NE, Washington,
DC 20426, in accordance with Rules 211 and 214 of the Commission's
Rules of Practice and Procedure (18 CFR 385.211 and 385.214). Anyone
filing a motion to intervene or protest must serve a copy of that
document on the Applicant.
    Notice is hereby given that the deadline for filing protests with
regard to the applicant's request for blanket authorization, under 18
CFR part 34, of future issuances of securities and assumptions of
liability, is January 24, 2022.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://www.ferc.gov. To facilitate electronic service, persons with internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically may mail similar pleadings to
the Federal Energy Regulatory Commission, 888 First Street NE,
Washington, DC 20426. Hand delivered submissions in docketed
proceedings should be delivered to Health and Human Services, 12225
Wilkins Avenue, Rockville, Maryland 20852.
    In addition to publishing the full text of this document in the
Federal Register, the Commission provides all interested persons an
opportunity to view and/or print the contents of this document via the
internet through the Commission's Home Page (http://www.ferc.gov) using
the ``eLibrary'' link. Enter the docket number excluding the last three
digits in the docket number field to access the document. At this time,
the Commission has suspended access to the Commission's Public
Reference Room, due to the proclamation declaring a National Emergency
concerning the Novel Coronavirus Disease (COVID-19), issued by the
President on March 13, 2020. For assistance, contact the Federal Energy
Regulatory Commission at [email protected] or call toll-free,
(886) 208-3676 or TYY,<PHONE_NUMBER>.

    Dated: January 3, 2022.
Kimberly D. Bose,
Secretary.
[FR Doc. 2022-00089 Filed 1-6-22; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 87, Number 83 (Friday, April 29, 2022)]
[Notices]
[Page 25508]
[FR Doc No: 2022-09295]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Internal Agency Docket No. FEMA-4645-DR; Docket ID FEMA-2022-0001]

Tennessee; Amendment No. 1 to Notice of a Major Disaster
Declaration

AGENCY: Federal Emergency Management Agency, Homeland Security (DHS).

ACTION: Notice.

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SUMMARY: This notice amends the notice of a major disaster declaration
for the State of Tennessee (FEMA-4645-DR), dated March 11, 2022, and
related determinations.

DATES: This change occurred on April 1, 2022.

FOR FURTHER INFORMATION CONTACT: Dean Webster, Office of Response and
Recovery, Federal Emergency Management Agency, 500 C Street SW,
Washington, DC 20472,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: The Federal Emergency Management Agency
(FEMA) hereby gives notice that pursuant to the authority vested in the
Administrator, under Executive Order 12148, as amended, Robert A.
Haywood, of FEMA is appointed to act as the Federal Coordinating
Officer for this disaster.
    This action terminates the appointment of Myra M. Shird as Federal
Coordinating Officer for this disaster.

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

Deanne Criswell,
Administrator, Federal Emergency Management Agency.
[FR Doc. 2022-09295 Filed 4-28-22; 8:45 am]
BILLING CODE 9111-23-P