[Federal Register: November 24, 2010 (Volume 75, Number 226)]
[Notices]
[Page 71746-71753]
[DOCID:fr24no10-134]

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

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 29501; File No. 812-13774]

ETSpreads, LLC, et al.; Notice of Application

November 18, 2010.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order under section 6(c) of the
Investment Company Act of 1940 (the

``Act'') for an exemption from sections 2(a)(32), 5(a)(1), 22(d), and
22(e) of the Act and rule 22c-1 under the Act, under sections 6(c) and
17(b) of the Act for an exemption from sections 17(a)(1) and (a)(2) of
the Act, and under section 12(d)(1)(J) for an exemption from sections
12(d)(1)(A) and 12(d)(1)(B) of the Act.

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

Summary of Application: Applicants request an order that would permit
(a) Series of certain open-end management investment companies whose
portfolios will consist of the component securities of certain
domestic, global or international fixed income securities indexes to
issue shares (``Shares'') redeemable in large aggregations only
(``Creation Units''); (b) secondary market transactions in Shares to
occur at negotiated market prices; (c) certain series to pay redemption
proceeds, under certain circumstances, more than seven days after the
tender of Shares for redemption; (d) certain affiliated persons of the
series to deposit securities into, and receive securities from, the
series in connection with the purchase and redemption of Creation
Units; and (e) certain registered management investment companies and
unit investment trusts outside of the same group of investment
companies as the series to acquire Shares.

Applicants: ETSpreads, LLC (the ``Adviser''), Exchange Traded Spreads
Trust (the ``Trust'') and ALPS Distributors, Inc. (the
``Distributor'').

Filing Dates: The application was filed on May 18, 2010 and amended on
September 27, 2010. Applicants have agreed to file an amendment during
the notice period, the substance of which is reflected in this notice.

Hearing or Notification of Hearing:  An order granting the application
will be issued unless the Commission orders a hearing. Interested
persons may request a hearing by writing to the Commission's Secretary
and serving applicants with a copy of the request, personally or by
mail. Hearing requests should be received by the Commission by 5:30
p.m. on December 13, 2010 and should be accompanied by proof of service
on applicants, in the form of an affidavit, or for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, the reason for the request, and the issues
contested. Persons who wish to be notified of a hearing may request
notification by writing to the Commission's Secretary.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street,
NE., Washington, DC 20549-1090; Applicants, 44 Montgomery Street, Suite
2100, San Francisco, California 94104.

FOR FURTHER INFORMATION CONTACT: Keith A. Gregory, Senior Counsel at
(202) 551-6815, or Mary Kay Frech, Branch Chief, at<PHONE_NUMBER>
(Division of Investment Management, Office of Investment Company
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or an applicant
using the Company name box, at http://www.sec.gov/search/search.htm or
by calling<PHONE_NUMBER>.
    Applicants' Representations:
    1. The Trust is registered as an open-end management investment
company and is organized as a Delaware statutory trust that will offer
an unlimited number of series. The Trust initially will offer one
series (``Initial Fund'') whose performance will correspond generally
to the total return of a specified fixed income securities index
(``Underlying Index'').\1\
---------------------------------------------------------------------------

    \1\ The Underlying Index for the Initial Fund is the Markit
iBoxx TIPS Inflation-Linked 5-10 Index.
---------------------------------------------------------------------------

    2. Applicants request that the order apply to the Initial Fund and
any additional series of the Trust and any other open-end management
investment companies or series thereof, that may be created in the
future and that track a specified fixed income securities Underlying
Index (``Future Funds'').\2\ Any Future Fund will be (a) advised by the
Adviser or an entity controlling, controlled by, or under common
control with the Adviser, and (b) comply with the terms and conditions
of the application. Future Funds may be based on Underlying Indexes
comprised of domestic fixed income securities (``Domestic Funds'') or
Underlying Indexes comprised of global or international fixed income
securities (``Global Funds''). The Initial Fund and Future Funds,
together, are the ``Funds.'' \3\
---------------------------------------------------------------------------

    \2\ All entities that currently intend to rely on the order have
been named as applicants. Any other existing or future entity that
subsequently relies on the order will comply with the terms and
conditions of the application. An Acquiring Fund (as defined below)
may rely on the order only to invest in Funds and not in any other
registered investment company.
    \3\ Each Fund will comply with the disclosure requirements
adopted by the Commission in Investment Company Act Release No.
28584 (Jan. 13, 2009) before offering Shares.
---------------------------------------------------------------------------

    3. The Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940 (the ``Advisers Act''), and will serve
as investment adviser to the Funds. The Adviser may enter into sub-
advisory agreements with one or more investment advisers each of which
will serve as a sub-adviser to a Fund (each, a ``Subadviser''). Each
Subadviser will be registered under the Advisers Act. The Distributor
is a broker-dealer registered under the Securities Exchange Act of 1934
(the ``Exchange Act'') and will act as the principal underwriter and
distributor for the Creation Units of Shares.
    4. Each Fund will consist of a portfolio of securities (``Portfolio
Securities'') selected to correspond generally to the total return of a
specified fixed income Underlying Index. No entity that creates,
compiles, sponsors or maintains an Underlying Index (``Index
Provider'') is or will be an affiliated person, as defined in section
2(a)(3) of the Act, or an affiliated person of an affiliated person, of
the Trust, a Fund, the Adviser, any Subadviser, or promoter of a Fund,
or of the Distributor.
    5. The investment objective of each Fund will be to provide
investment results that closely correspond to the total return of its
Underlying Index.\4\ The value of the Underlying Index will be
disseminated once each ``Business Day,'' which is defined as any day
that a Fund is required to be open under section 22(e) of the Act, at
the end of the Business Day. A Fund will utilize either a replication
or representative sampling strategy to track its Underlying Index. A
Fund using a replication strategy will invest in substantially all of
the Component Securities in its Underlying Index in the same
approximate proportions as in the Underlying Index. A Fund using a
representative sampling strategy will attempt to match the risk and
return characteristics of a Fund's portfolio to the risk and return
characteristics of its Underlying Index.\5\ Applicants state that use
of the representative sampling strategy may prevent a Fund from
tracking the

performance of its Underlying Index with the same degree of accuracy as
would a Fund that invests in every Component Security of the Underlying
Index. Applicants expect that each Fund will have a tracking error
relative to the performance of its Underlying Index of less than 5
percent.
---------------------------------------------------------------------------

    \4\ Applicants represent that each Fund will invest at least 80%
of its total assets (exclusive of collateral held from securities
lending) in the component securities that comprise its Underlying
Index (``Component Securities'') or TBAs (as defined below)
representing Component Securities. Each Fund also may invest up to
20% of its total assets in futures contracts, options on future
contracts, options and swaps, cash, cash equivalents, other
investment companies, and securities that are not Component
Securities but which the Adviser believes will assist the Fund in
tracking the performance of its Underlying Index.
    \5\ Under the representative sampling strategy, the Adviser will
seek to construct a Fund's portfolio so that its duration, sector,
credit rating, coupon and option characteristics closely correlate
to those characteristics of the Underlying Index.
---------------------------------------------------------------------------

    6. Creation Units are expected to consist of 100,000 Shares and to
have an initial price in the range of $1,000,000 to $10,000,000. All
orders to purchase Creation Units must be placed with the Distributor
by or through a party that has entered into an agreement with the
Distributor (``Authorized Participant''). The Distributor will be
responsible for transmitting the orders to the Funds. An Authorized
Participant must be a participant in the Depository Trust Company
(``DTC'', and such participant, ``DTC Participant''). Shares of the
Fund generally will be sold in Creation Units in exchange for an in-
kind deposit by the purchaser of a portfolio of fixed-income securities
designated by the Adviser to correspond generally to the total return
of the relevant Underlying Index (the ``Deposit Securities''), together
with the deposit of a specified cash payment (``Cash Amount'' and
collectively with the Deposit Securities, ``Creation Deposit''). The
Cash Amount is an amount equal to the difference between (a) the net
asset value (``NAV'') (per Creation Unit) of a Fund and (b) the total
aggregate market value (per Creation Unit) of the Deposit
Securities.\6\ Each Fund may permit a purchaser of Creation Units to
substitute cash in lieu of depositing some or all of the Deposit
Securities if the method would reduce the Fund's transaction costs or
enhance the Fund's operating efficiency. To preserve maximum efficiency
and flexibility, a Fund reserves the right to accept and deliver
Creation Units entirely for cash (``All-Cash Payment'').
---------------------------------------------------------------------------

    \6\ Each Fund will sell and redeem Creation Units only on a
Business Day. Each Business Day, prior to the opening of trading on
the ``Primary Listing Exchange'' (as defined below), a list of
securities and the required number of shares of each Deposit
Security to be included in the Creation Deposit for each Fund or
cash information for each Fund, including when the purchase of
Creation Units from the Fund is an All-Cash Payment (as defined
below), will be made available. In addition, the All-Cash Payment
will be disclosed, if applicable. Any national securities exchange
(as defined in section 2(a)(26) of the Act) (``Exchange'') on which
Shares are listed will disseminate, every 15 seconds during its
regular trading hours, through the facilities of the Consolidated
Tape, an amount per individual Share representing the sum of the
estimated Cash Amount and the current value of the Deposit
Securities. The Primary Listing Exchange is the Exchange on which
the Shares of a Fund are primarily listed.
---------------------------------------------------------------------------

    7. An investor acquiring or redeeming a Creation Unit from a Fund
will be charged a fee (``Transaction Fee'') to prevent the dilution of
the interests of the remaining shareholders resulting from costs in
connection with the purchase or redemption of Creation Units.\7\ The
Distributor also will be responsible for delivering the Fund's
prospectus to those persons acquiring Shares in Creation Units and for
maintaining records of both the orders placed with it and the
confirmations of acceptance furnished by it. In addition, the
Distributor will maintain a record of the instructions given to the
applicable Fund to implement the delivery of its Shares.
---------------------------------------------------------------------------

    \7\ Where a Fund permits a purchaser to substitute cash in lieu
of depositing a portion of the requisite Deposit Securities, the
purchaser may be assessed a higher Transaction Fee to cover the cost
of purchasing such Deposit Securities.
---------------------------------------------------------------------------

    8. Purchasers of Shares in Creation Units may hold such Shares or
may sell such Shares into the secondary market. Shares will be listed
and traded on an Exchange. It is expected that one or more member firms
of an Exchange will be designated to act as a market maker (each, a
``Market Maker'') and maintain a market for Shares trading on the
Exchange. Prices of Shares trading on an Exchange will be based on the
current bid/ask market. Shares sold in the secondary market will be
subject to customary brokerage commissions and charges.
    9. Applicants expect that purchasers of Creation Units will include
institutional investors and arbitrageurs (which could include
institutional investors). Authorized Participants also may purchase
Creation Units for use in market-making activities. Applicants expect
that secondary market purchasers of Shares will include both
institutional investors and retail investors.\8\ Applicants expect that
the price at which Shares trade will be disciplined by arbitrage
opportunities created by the option to continually purchase or redeem
Creation Units at their NAV, which should ensure that Shares will not
trade at a material discount or premium in relation to their NAV.
---------------------------------------------------------------------------

    \8\ Shares will be registered in book-entry form only. DTC or
its nominee will be the registered owner of all outstanding Shares.
DTC or DTC Participants will maintain records reflecting beneficial
owners of Shares.
---------------------------------------------------------------------------

    10. Shares will not be individually redeemable, and owners of
Shares may acquire those Shares from the Fund, or tender such Shares
for redemption to the Fund, in Creation Units only. To redeem, an
investor will have to accumulate enough Shares to constitute a Creation
Unit. Redemption orders must be placed by or through an Authorized
Participant. An investor redeeming a Creation Unit generally will
receive (a) Portfolio Securities designated to be delivered for
redemptions (``Redemption Securities'') on the date that the request
for redemption is submitted and (b) a ``Cash Redemption Payment,''
consisting of an amount calculated in the same manner as the Cash
Amount, although the actual amount of the Cash Redemption Payment may
differ if the Redemption Securities are not identical to the Deposit
Securities on that day. An investor may receive the cash equivalent of
a Redemption Security in certain circumstances, such as if the investor
is constrained from effecting transactions in the security by
regulation or policy.\9\ A redeeming investor may pay a Transaction
Fee, calculated in the same manner as a Transaction Fee payable in
connection with purchases of Creation Units.
---------------------------------------------------------------------------

    \9\ Applicants state that a cash-in-lieu amount will replace any
``to-be-announced'' (``TBA'') transaction that is listed as a
Deposit Security or Redemption Security of any Fund. A TBA
transaction is a method of trading mortgage-backed securities where
the buyer and seller agree upon general trade parameters such as
agency, settlement date, par amount and price. The actual pools
delivered generally are determined two days prior to the settlement
date. The amount of substituted cash in the case of TBA transactions
will be equivalent to the value of the TBA transaction listed as a
Deposit Security or a Redemption Security.
---------------------------------------------------------------------------

    11. Applicants state that in accepting Deposit Securities and
satisfying redemptions with Redemption Securities, the relevant Funds
will comply with the federal securities laws, including that the
Deposit Securities and Redemption Securities are sold in transactions
that would be exempt from registration under the Securities Act of 1933
(``Securities Act'').\10\ The specified Deposit Securities and
Redemption Securities either (a) will correspond pro rata to the
Portfolio Securities of a Fund, or (b) will not correspond pro rata to
the Portfolio Securities, provided that the Deposit Securities and
Redemption Securities (i) Consist of the same representative sample of
Portfolio Securities designed to generate performance that is highly
correlated to the performance of the Portfolio Securities, (ii) consist
only of securities that are already included among the existing
Portfolio Securities, and (iii) are the same for all Authorized
Participants on a given Business Day.\11\
---------------------------------------------------------------------------

    \10\ In accepting Deposit Securities and satisfying redemptions
with Redemption Securities that are restricted securities eligible
for resale pursuant to rule 144A under the Securities Act, the
relevant Funds will comply with the conditions of rule 144A.
    \11\ The Deposit Securities and Redemption Securities may differ
from each other (and from the Portfolio Securities) (a) to reflect
minor differences when it is not possible to break up bonds beyond
certain minimum sizes needed for transfer and settlement, or (b) for
temporary periods to effect changes in the Portfolio Securities as a
result of the rebalancing of an Underlying Index.

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

    12. Neither the Trust nor any individual Fund will be marketed or
otherwise held out as a traditional open-end investment company or a
mutual fund. Instead, each Fund will be marketed as an ``ETF,'' an
``investment company,'' a ``fund,'' or a ``trust.'' All marketing
materials that describe the features or method of obtaining, buying or
selling Creation Units or Shares traded on an Exchange, or refer to
redeemability, will prominently disclose that Shares are not
individually redeemable and that the owners of Shares may purchase or
redeem Shares from the Fund in Creation Units only. The same approach
will be followed in the shareholder reports and investor educational
materials issued or circulated in connection with the Shares. The Funds
will provide copies of their annual and semi-annual shareholder reports
to DTC Participants for distribution to shareholders.
    Applicants' Legal Analysis:
    1. Applicants request an order under section 6(c) of the Act for an
exemption from sections 2(a)(32), 5(a)(1), 22(d), and 22(e) of the Act
and rule 22c-1 under the Act, under sections 6(c) and 17(b) of the Act
for an exemption from sections 17(a)(1) and 17(a)(2) of the Act, and
under section 12(d)(1)(J) of the Act for an exemption from sections
12(d)(1)(A) and 12(d)(1)(B) of the Act.
    2. Section 6(c) of the Act provides that the Commission may exempt
any person, security or transaction, or any class of persons,
securities or transactions, from any provision of the Act, if and to
the extent that such exemption is necessary or appropriate in the
public interest and consistent with the protection of investors and the
purposes fairly intended by the policy and provisions of the Act.
Section 17(b) of the Act authorizes the Commission to exempt a proposed
transaction from section 17(a) of the Act if evidence establishes that
the terms of the transaction, including the consideration to be paid or
received, are reasonable and fair and do not involve overreaching on
the part of any person concerned, and the proposed transaction is
consistent with the policies of the registered investment company and
the general provisions of the Act. Section 12(d)(1)(J) of the Act
provides that the Commission may exempt any person, security, or
transaction, or any class or classes of persons, securities or
transactions, from any provisions of section 12(d)(1) if the exemption
is consistent with the public interest and the protection of investors.

Sections 5(a)(1) and 2(a)(32) of the Act

    3. Section 5(a)(1) of the Act defines an ``open-end company'' as a
management investment company that is offering for sale or has
outstanding any redeemable security of which it is the issuer. Section
2(a)(32) of the Act defines a redeemable security as any security,
other than short-term paper, under the terms of which the owner, upon
its presentation to the issuer, is entitled to receive approximately
his proportionate share of the issuer's current net assets, or the cash
equivalent. Because Shares will not be individually redeemable,
applicants request an order that would permit the Funds to register as
open-end management investment companies and issue Shares that are
redeemable in Creation Units only. Applicants state that investors may
purchase Shares in Creation Units and redeem Creation Units from each
Fund. Applicants state that because Creation Units may always be
purchased and redeemed at NAV, the market price of the Shares should
not vary substantially from their NAV.

Section 22(d) of the Act and Rule 22c-1 Under the Act

    4. Section 22(d) of the Act, among other things, prohibits a dealer
from selling a redeemable security, which is currently being offered to
the public by or through a principal underwriter, except at a current
public offering price described in the prospectus. Rule 22c-1 under the
Act generally requires that a dealer selling, redeeming or repurchasing
a redeemable security do so only at a price based on its NAV.
Applicants state that secondary market trading in Shares will take
place at negotiated prices, not at a current offering price described
in a Fund's prospectus, and not at a price based on NAV. Thus,
purchases and sales of Shares in the secondary market will not comply
with section 22(d) of the Act and rule 22c-1 under the Act. Applicants
request an exemption under section 6(c) from these provisions.
    5. Applicants assert that the concerns sought to be addressed by
section 22(d) of the Act and rule 22c-1 under the Act with respect to
pricing are equally satisfied by the proposed method of pricing Shares.
Applicants maintain that while there is little legislative history
regarding section 22(d), its provisions, as well as those of rule 22c-
1, appear to have been designed to (a) Prevent dilution caused by
certain riskless trading schemes by principal underwriters and contract
dealers, (b) prevent unjust discrimination or preferential treatment
among buyers, and (c) ensure an orderly distribution of investment
company shares by eliminating price competition from dealers offering
shares at less than the published sales price and repurchasing shares
at more than the published redemption price.
    6. Applicants believe that none of these purposes will be thwarted
by permitting Shares to trade in the secondary market at negotiated
prices. Applicants state that (a) secondary market trading in Shares
does not involve a Fund as a party and will not result in dilution of
an investment in Shares, and (b) to the extent different prices exist
during a given trading day, or from day to day, such variances occur as
a result of third party market forces, such as supply and demand.
Therefore, applicants assert that secondary market transactions in
Shares will not lead to discrimination or preferential treatment among
purchasers. Finally, applicants contend that the proposed distribution
system will be orderly because competitive forces will ensure that the
difference between the market price of Shares and their NAV remains
narrow.

Section 22(e)

    7. Section 22(e) of the Act generally prohibits a registered
investment company from suspending the right of redemption or
postponing the date of payment of redemption proceeds for more than
seven days after the tender of a security for redemption. Applicants
observe that the settlement of redemptions of Creation Units of the
Global Funds is contingent not only on the settlement cycle of the U.S.
securities markets, but also on the delivery cycles present in
international markets in which those Funds invest. Applicants have been
advised that, under certain circumstances, the delivery cycles for
transferring Portfolio Securities to redeeming investors, coupled with
local market holiday schedules, will require a delivery process of up
to 12 calendar days. Applicants therefore request relief from section
22(e) in order to provide for payment or satisfaction of redemptions
within the maximum number of calendar days required for such payment or
satisfaction in the principal local markets where transactions in the
Portfolio Securities of each Global Fund customarily clear and settle,
but in all cases no later than 12 calendar days following the tender of
a Creation Unit.\12\ With respect to Future Funds

that are Global Funds, applicants seek the same relief from section
22(e) only to the extent that circumstances exist similar to those
described in the application.
---------------------------------------------------------------------------

    \12\ Applicants acknowledge that no relief obtained from the
requirements of section 22(e) will affect any obligations applicants
may have under rule 15c6-1 under the Exchange Act. Rule 15c6-1
requires that most securities transactions be settled within three
business days of the trade.
---------------------------------------------------------------------------

    8. Applicants submit that section 22(e) was designed to prevent
unreasonable, undisclosed and unforeseen delays in the actual payment
of redemption proceeds. Applicants state that allowing redemption
payments for Creation Units of a Fund to be made within the number of
days indicated above would not be inconsistent with the spirit and
intent of section 22(e). Applicants state that the SAI will disclose
those local holidays (over the period of at least one year following
the date of the SAI), if any, that are expected to prevent the delivery
of redemption proceeds in seven calendar days, and the maximum number
of days needed to deliver the proceeds for each affected Global Fund.
Applicants are not seeking relief from section 22(e) with respect to
Global Funds that do not effect creations and redemptions of Creation
Units in-kind.

Section 12(d)(1)

    9. Section 12(d)(1)(A) of the Act, in relevant part, prohibits a
registered investment company from acquiring securities of an
investment company if such securities represent more than 3% of the
total outstanding voting stock of the acquired company, more than 5% of
the total assets of the acquiring company, or, together with the
securities of any other investment companies, more than 10% of the
total assets of the acquiring company. Section 12(d)(1)(B) of the Act
prohibits a registered open-end investment company, its principal
underwriter and any other broker-dealer from selling the investment
company's shares to another investment company if the sale will cause
the acquiring company to own more than 3% of the acquired company's
voting stock, or if the sale will cause more than 10% of the acquired
company's voting stock to be owned by investment companies generally.
    10. Applicants request an exemption to permit management investment
companies (``Acquiring Management Companies'') and unit investment
trusts (``Acquiring Trusts'') registered under the Act that are not
sponsored or advised by the Adviser or any entity controlling,
controlled by, or under common control with the Adviser and are not
part of the same ``group of investment companies,'' as defined in
section 12(d)(1)(G)(ii) of the Act, as the Funds (collectively,
``Acquiring Funds'') to acquire shares of a Fund beyond the limits of
section 12(d)(1)(A). In addition, applicants seek relief to permit a
Fund or broker-dealer that is registered under the Exchange Act
(``Broker'') to sell Shares to Acquiring Funds in excess of the limits
of section 12(d)(1)(B).
    11. Each Acquiring Management Company will be advised by an
investment adviser within the meaning of section 2(a)(20)(A) of the Act
(the ``Acquiring Fund Adviser'') and may be sub-advised by one or more
investment advisers within the meaning of section 2(a)(20)(B) of the
Act (each an ``Acquiring Fund SubAdviser''). Any investment adviser to
an Acquiring Fund will be registered under the Advisers Act. Each
Acquiring Trust will be sponsored by a sponsor (``Sponsor'').
    12. Applicants submit that the proposed conditions to the requested
relief adequately address the concerns underlying the limits in
sections 12(d)(1)(A) and (B), which include concerns about undue
influence by a fund of funds over underlying funds, excessive layering
of fees and overly complex fund structures. Applicants believe that the
requested exemption is consistent with the public interest and the
protection of investors.
    13. Applicants believe that neither the Acquiring Funds nor an
Acquiring Fund Affiliate would be able to exert undue influence over
the Funds.\13\ To limit the control that an Acquiring Fund may have
over a Fund, applicants propose a condition prohibiting an Acquiring
Fund Adviser or a Sponsor, any person controlling, controlled by, or
under common control with the Acquiring Fund Adviser or Sponsor, and
any investment company or issuer that would be an investment company
but for section 3(c)(1) or 3(c)(7) of the Act that is advised or
sponsored by the Acquiring Fund Adviser or Sponsor, or any person
controlling, controlled by, or under common control with the Acquiring
Fund Adviser or Sponsor (``Acquiring Fund's Advisory Group'') from
controlling (individually or in the aggregate) a Fund within the
meaning of section 2(a)(9) of the Act. The same prohibition would apply
to any Acquiring Fund SubAdviser, any person controlling, controlled by
or under common control with the Acquiring Fund SubAdviser, and any
investment company or issuer that would be an investment company but
for section 3(c)(1) or 3(c)(7) of the Act (or portion of such
investment company or issuer) advised or sponsored by the Acquiring
Fund SubAdviser or any person controlling, controlled by or under
common control with the Acquiring Fund SubAdviser (``Acquiring Fund's
SubAdvisory Group''). Applicants propose other conditions to limit the
potential for undue influence over the Funds, including that no
Acquiring Fund or Acquiring Fund Affiliate (except to the extent it is
acting in its capacity as an investment adviser to a Fund) will cause a
Fund to purchase a security in an offering of securities during the
existence of an underwriting or selling syndicate of which a principal
underwriter is an Underwriting Affiliate (``Affiliated Underwriting'').
An ``Underwriting Affiliate'' is a principal underwriter in any
underwriting or selling syndicate that is an officer, director, member
of an advisory board, Acquiring Fund Adviser, Acquiring Fund
SubAdviser, Sponsor, or employee of the Acquiring Fund, or a person of
which any such officer, director, member of an advisory board,
Acquiring Fund Adviser, Acquiring Fund SubAdviser, Sponsor, or employee
is an affiliated person (except that any person whose relationship to
the Fund is covered by section 10(f) of the Act is not an Underwriting
Affiliate).
---------------------------------------------------------------------------

    \13\ An ``Acquiring Fund Affiliate'' is the Acquiring Fund
Adviser, Acquiring Fund SubAdviser(s), any Sponsor, promoter, or
principal underwriter of a Fund, and any person controlling,
controlled by, or under common control with any of those entities. A
``Fund Affiliate'' is the investment adviser, promoter, or principal
underwriter of a Fund and any person controlling, controlled by or
under common control with any of these entities.
---------------------------------------------------------------------------

    14. Applicants assert that the proposed conditions address any
concerns regarding excessive layering of fees. The board of directors
or trustees of any Acquiring Management Company, including a majority
of the disinterested directors or trustees, will find that the advisory
fees charged to the Acquiring Management Company are based on services
provided that will be in addition to, rather than duplicative of,
services provided under the advisory contract(s) of any Fund in which
the Acquiring Management Company may invest. In addition, except as
provided in condition 13, an Acquiring Fund Adviser or a trustee
(``Trustee'') or Sponsor of an Acquiring Trust will, as applicable,
waive fees otherwise payable to it by the Acquiring Fund in an amount
at least equal to any compensation (including fees received pursuant to
any plan adopted by a Fund under rule 12b-1 under the Act) received by
the Acquiring Fund Adviser, Trustee or Sponsor or an affiliated person
of the Acquiring Fund

Adviser, Trustee or Sponsor, from the Funds in connection with the
investment by the Acquiring Fund in the Fund. Applicants state that any
sales charges or service fees charged with respect to shares of an
Acquiring Fund will not exceed the limits applicable to a fund of funds
set forth in NASD Conduct Rule 2830.\14\
---------------------------------------------------------------------------

    \14\ Any references to NASD Conduct Rule 2830 include any
successor or replacement rule to NASD Conduct Rule 2830 that may be
adopted by FINRA.
---------------------------------------------------------------------------

    15. Applicants submit that the proposed arrangement will not create
an overly complex fund structure. Applicants note that no Fund may
acquire securities of any investment company or company relying on
section 3(c)(1) or 3(c)(7) of the Act in excess of the limits contained
in section 12(d)(1)(A) of the Act, except to the extent permitted by
exemptive relief from the Commission permitting the Fund to purchase
shares of other investment companies for short-term cash management
purposes. To ensure that Acquiring Funds comply with the terms and
conditions of the requested relief from section 12(d)(1), any Acquiring
Fund that intends to invest in a Fund in reliance on the requested
order will enter into an agreement (``Acquiring Fund Agreement'')
between the Fund and the Acquiring Fund requiring the Acquiring Fund to
adhere to the terms and conditions of the requested order. The
Acquiring Fund Agreement also will include an acknowledgement from the
Acquiring Fund that it may rely on the requested order only to invest
in Funds and not in any other investment company.
    16. Applicants also note that a Fund may choose to reject a direct
purchase of Shares in Creation Units by an Acquiring Fund. To the
extent that an Acquiring Fund purchases Shares in the secondary market,
a Fund would still retain its ability to reject initial purchases of
Shares made in reliance on the requested order by declining to enter
into the Acquiring Fund Agreement prior to any investment by an
Acquiring Fund in excess of the limits of section 12(d)(1)(A).

Sections 17(a)(1) and (2) of the Act

    17. Section 17(a) of the Act generally prohibits an affiliated
person of a registered investment company, or an affiliated person of
such a person (``second-tier affiliate''), from selling any security to
or acquiring any security from the company. Section 2(a)(3) of the Act
defines ``affiliated person'' to include (a) any person directly or
indirectly owning, controlling or holding with power to vote 5% or more
of the outstanding voting securities of the other person, (b) any
person 5% or more of whose outstanding voting securities are directly
or indirectly owned, controlled or held with the power to vote by the
other person, and (c) any person directly or indirectly controlling,
controlled by or under common control with the other person. Section
2(a)(9) of the Act provides that a control relationship will be
presumed where one person owns more than 25% of another person's voting
securities.
    18. Applicants request an exemption from section 17(a) of the Act
pursuant to sections 17(b) and 6(c) of the Act to permit persons to
effectuate in-kind purchases and redemptions with a Fund when they are
affiliated persons of the Fund or second-tier affiliates solely by
virtue of one or more of the following: (a) Holding 5% or more, or in
excess of 25%, of the outstanding Shares of one or more Funds; (b)
having an affiliation with a person with an ownership interest
described in (a); or (c) holding 5% or more, or more than 25%, of the
shares of one or more other registered investment companies (or series
thereof) advised by the Adviser.
    19. Applicants assert that no useful purpose would be served by
prohibiting these types of affiliated persons from acquiring or
redeeming Creation Units through ``in-kind'' transactions. The deposit
procedures for both in kind purchases and in-kind redemptions of
Creation Units will be the same for all purchases and redemptions.
Deposit Securities and Redemption Securities will be valued in the same
manner as Portfolio Securities. Therefore, applicants state that in-
kind purchases and redemptions will afford no opportunity for the
specified affiliated persons, or second-tier affiliates, of a Fund to
effect a transaction detrimental to other holders of Shares. Applicants
also believe that in-kind purchases and redemptions will not result in
self-dealing or overreaching of the Fund.
    20. Applicants also seek relief from section 17(a) to permit a Fund
that is an affiliated person of an Acquiring Fund to sell its Shares to
and redeem its Shares from an Acquiring Fund, and to engage in the
accompanying in-kind transactions with the Acquiring Fund.\15\
---------------------------------------------------------------------------

    \15\ Applicants believe that an Acquiring Fund likely will
purchase Shares of the Funds in the secondary market and will not
purchase or redeem Creation Units directly from a Fund. However, the
requested relief would apply to direct sales of Shares in Creation
Units by a Fund to an Acquiring Fund and redemptions of those
Shares. The requested relief is intended to cover the in-kind
transactions that would accompany such sales and redemptions.
---------------------------------------------------------------------------

    Applicants state that the terms of the transactions are fair and
reasonable and do not involve overreaching. Applicants note that any
consideration paid by an Acquiring Fund for the purchase or redemption
of Shares directly from a Fund will be based on the NAV of the
Fund.\16\ Applicants believe that any proposed transactions directly
between the Funds and Acquiring Funds will be consistent with the
policies of each Acquiring Fund. The purchase of Creation Units by an
Acquiring Fund directly from a Fund will be accomplished in accordance
with the investment restrictions of any such Acquiring Fund and will be
consistent with the investment policies set forth in the Acquiring
Fund's registration statement. The Acquiring Fund Agreement will
require any Acquiring Fund that purchases Creation Units directly from
a Fund to represent that the purchase of Creation Units from a Fund by
an Acquiring Fund will be accomplished in compliance with the
investment restrictions of the Acquiring Fund and will be consistent
with the investment policies set forth in the Acquiring Fund's
registration statement.
---------------------------------------------------------------------------

    \16\ Applicants acknowledge that receipt of compensation by (a)
an affiliated person of an Acquiring Fund, or an affiliated person
of such person, for the purchase by the Acquiring Fund of Shares or
(b) an affiliated person of a Fund, or an affiliated person of such
person, for the sale by the Fund of its Shares to an Acquiring Fund
may be prohibited by section 17(e)(1) of the Act. The Acquiring Fund
Agreement also will include this acknowledgment.
---------------------------------------------------------------------------

    Applicants' Conditions:
    Applicants agree that any order of the Commission granting the
requested relief will be subject to the following conditions:

ETF Relief

    1. As long as the Trust operates in reliance on the requested
order, the Shares will be listed on an Exchange.
    2. Neither the Trust nor any Fund will be advertised or marketed as
an open-end investment company or a mutual fund. Any advertising
material that describes the purchase or sale of Creation Units or
refers to redeemability will prominently disclose that Shares are not
individually redeemable and that owners of Shares may acquire those
Shares from a Fund and tender those Shares for redemption to a Fund in
Creation Units only.
    3. The Web site for the Funds, which is and will be publicly
accessible at no charge, will contain, on a per Share basis for each
Fund, the prior Business Day's NAV and the market closing price or the
midpoint of the bid/ask spread at the time of the calculation of such
NAV (``Bid/Ask Price''), and a calculation of the premium or discount
of the market

closing price or the Bid/Ask Price against such NAV.
    4. The requested relief to permit ETF operations will expire on the
effective date of any Commission rule under the Act that provides
relief permitting the operation of index-based exchange-traded funds.

Section 12(d)(1) Relief

    5. The members of an Acquiring Fund's Advisory Group will not
control (individually or in the aggregate) a Fund within the meaning of
section 2(a)(9) of the Act. The members of an Acquiring Fund's
SubAdvisory Group will not control (individually or in the aggregate) a
Fund within the meaning of section 2(a)(9) of the Act. If, as a result
of a decrease in the outstanding voting securities of a Fund, the
Acquiring Fund's Advisory Group or the Acquiring Fund's SubAdvisory
Group, each in the aggregate, becomes a holder of more than 25% of the
outstanding voting securities of a Fund, it will vote its Shares in the
same proportion as the vote of all other holders of the Shares. This
condition does not apply to the Acquiring Fund's SubAdvisory Group with
respect to a Fund for which the Acquiring Fund SubAdviser or a person
controlling, controlled by, or under common control with the Acquiring
Fund SubAdviser acts as the investment adviser within the meaning of
section 2(a)(20)(A) of the Act.
    6. No Acquiring Fund or Acquiring Fund Affiliate will cause any
existing or potential investment by the Acquiring Fund in a Fund to
influence the terms of any services or transactions between the
Acquiring Fund or an Acquiring Fund Affiliate and the Fund or a Fund
Affiliate.
    7. The board of directors or trustees of an Acquiring Management
Company, including a majority of the disinterested directors or
trustees, will adopt procedures reasonably designed to ensure that the
Acquiring Fund Adviser and any Acquiring Fund SubAdviser are conducting
the investment program of the Acquiring Management Company without
taking into account any consideration received by the Acquiring
Management Company or an Acquiring Fund Affiliate from a Fund or a Fund
Affiliate in connection with any services or transactions.
    8. Once an investment by an Acquiring Fund in Shares exceeds the
limits in section 12(d)(1)(A)(i) of the Act, the board of trustees of
the Trust (``Board''), including a majority of the disinterested
trustees, will determine that any consideration paid by the Fund to an
Acquiring Fund or an Acquiring Fund Affiliate in connection with any
services or transactions: (a) Is fair and reasonable in relation to the
nature and quality of the services and benefits received by the Fund;
(b) is within the range of consideration that the Fund would be
required to pay to another unaffiliated entity in connection with the
same services or transactions; and (c) does not involve overreaching on
the part of any person concerned. This condition does not apply with
respect to any services or transactions between a Fund and its
investment adviser(s), or any person controlling, controlled by, or
under common control with such investment adviser(s).
    9. No Acquiring Fund or Acquiring Fund Affiliate (except to the
extent it is acting in its capacity as an investment adviser to a Fund)
will cause the Fund to purchase a security in any Affiliated
Underwriting.
    10. The Board, including a majority of the disinterested trustees,
will adopt procedures reasonably designed to monitor any purchases of
securities by the Fund in an Affiliated Underwriting, once an
investment by an Acquiring Fund in the securities of the Fund exceeds
the limit of section 12(d)(1)(A)(i) of the Act, including any purchases
made directly from an Underwriting Affiliate. The Board will review
these purchases periodically, but no less frequently than annually, to
determine whether the purchases were influenced by the investment by
the Acquiring Fund in the Fund. The Board will consider, among other
things: (a) Whether the purchases were consistent with the investment
objectives and policies of the Fund; (b) how the performance of
securities purchased in an Affiliated Underwriting compares to the
performance of comparable securities purchased during a comparable
period of time in underwritings other than Affiliated Underwritings or
to a benchmark such as a comparable market index; and (c) whether the
amount of securities purchased by the Fund in Affiliated Underwritings
and the amount purchased directly from an Underwriting Affiliate have
changed significantly from prior years. The Board will take any
appropriate actions based on its review, including, if appropriate, the
institution of procedures designed to assure that purchases of
securities in Affiliated Underwritings are in the best interest of
shareholders of the Fund.
    11. Each Fund will maintain and preserve permanently in an easily
accessible place a written copy of the procedures described in the
preceding condition, and any modifications to such procedures, and will
maintain and preserve for a period of not less than six years from the
end of the fiscal year in which any purchase in an Affiliated
Underwriting occurred, the first two years in an easily accessible
place, a written record of each purchase of securities in Affiliated
Underwritings, once an investment by an Acquiring Fund in the
securities of the Fund exceeds the limit of section 12(d)(1)(A)(i) of
the Act, setting forth from whom the securities were acquired, the
identity of the underwriting syndicate's members, the terms of the
purchase, and the information or materials upon which the
determinations of the Board were made.
    12. Before investing in Shares in excess of the limits in section
12(d)(1)(A), each Acquiring Fund and the Fund will execute an Acquiring
Fund Agreement stating, without limitation, that their boards of
directors or trustees and their investment adviser(s) or their Sponsors
or Trustees, as applicable, understand the terms and conditions of the
order, and agree to fulfill their responsibilities under the order. At
the time of its investment in Shares in excess of the limit in section
12(d)(1)(A)(i), an Acquiring Fund will notify the Fund of the
investment. At such time, the Acquiring Fund will also transmit to the
Fund a list of the names of each Acquiring Fund Affiliate and
Underwriting Affiliate. The Acquiring Fund will notify the Fund of any
changes to the list of names as soon as reasonably practicable after a
change occurs. The Fund and the Acquiring Fund will maintain and
preserve a copy of the order, the Acquiring Fund Agreement, and the
list with any updated information for the duration of the investment
and for a period of not less than six years thereafter, the first two
years in an easily accessible place.
    13. The Acquiring Fund Adviser, Trustee or Sponsor, as applicable,
will waive fees otherwise payable to it by the Acquiring Fund in an
amount at least equal to any compensation (including fees received
pursuant to any plan adopted under rule 12b-1 under the Act) received
from the Fund by the Acquiring Fund Adviser, Trustee or Sponsor, or an
affiliated person of the Acquiring Fund Adviser, Trustee or Sponsor,
other than any advisory fees paid to the Acquiring Fund Adviser,
Trustee, or Sponsor, or its affiliated person by the Fund, in
connection with the investment by the Acquiring Fund in the Fund. Any
Acquiring Fund SubAdviser will waive fees otherwise payable to the
Acquiring Fund SubAdviser, directly or indirectly, by the Acquiring
Management Company in

an amount at least equal to any compensation received from a Fund by
the Acquiring Fund SubAdviser, or an affiliated person of the Acquiring
Fund Sub-Adviser, other than any advisory fees paid to the Acquiring
Fund Sub-Adviser or its affiliated person by the Fund, in connection
with any investment by the Acquiring Management Company in the Fund
made at the direction of the Acquiring Fund SubAdviser. In the event
that the Acquiring Fund SubAdviser waives fees, the benefit of the
waiver will be passed through to the Acquiring Management Company.
    14. Any sales charges and/or service fees charged with respect to
shares of an Acquiring Fund will not exceed the limits applicable to a
fund of funds as set forth in NASD Conduct Rule 2830.
    15. No Fund will acquire securities of any other investment company
or company relying on section 3(c)(1) or 3(c)(7) of the Act in excess
of the limits contained in section 12(d)(1)(A) of the Act, except to
the extent permitted by exemptive relief from the Commission permitting
the Fund to purchase shares of other investment companies for short-
term cash management purposes.
    16. Before approving any advisory contract under section 15 of the
Act, the board of directors or trustees of each Acquiring Management
Company, including a majority of the disinterested directors or
trustees, will find that the advisory fees charged under such advisory
contract are based on services provided that will be in addition to,
rather than duplicative of, the services provided under the advisory
contract(s) of any Fund in which the Acquiring Management Company may
invest. These findings and their basis will be recorded fully in the
minute books of the appropriate Acquiring Management Company.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-29589 Filed 11-23-10; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 82, Number 13 (Monday, January 23, 2017)]
[Notices]
[Page 7816]
[FR Doc No: 2017-01354]

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

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. ER17-790-000]

Cimarron Bend Wind Project II, LLC; 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
Cimarron Bend Wind Project II, LLC'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 February 2, 2017.
    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 should submit an original and
5 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First Street NE., Washington, DC 20426.
    The filings in the above-referenced proceeding are accessible in
the Commission's eLibrary system by clicking on the appropriate link in
the above list. They are also available for electronic review in the
Commission's Public Reference Room in Washington, DC. There is an
eSubscription link on the Web site that enables subscribers to receive
email notification when a document is added to a subscribed docket(s).
For assistance with any FERC Online service, please email
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For
TTY, call<PHONE_NUMBER>.

    Dated: January 13, 2017.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2017-01354 Filed 1-19-17; 8:45 am]
 BILLING CODE 6717-01-P


[Federal Register Volume 85, Number 214 (Wednesday, November 4, 2020)]
[Proposed Rules]
[Pages 70093-70096]
[FR Doc No: 2020-24288]

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

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 71

[Docket No. FAA-2020-0923; Airspace Docket No. 20-AEA-18]
RIN 2120-AA66

Proposed Amendment, Establishment, and Revocation of Multiple Air
Traffic Service (ATS) Routes in the Vicinity of Henderson, WV

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice of proposed rulemaking (NPRM).

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

SUMMARY: This action proposes to amend Jet Route J-134, Area Navigation
(RNAV) route Q-67, and VHF Omnidirectional Range (VOR) Federal airways
V-45 and V-119; establish RNAV route Q-176; and remove Jet Route J-91
and VOR Federal airway V-174 in the vicinity of Henderson, WV. The Air
Traffic Service (ATS) route modifications are necessary due to the
planned decommissioning of the VOR portion of the Henderson, WV, VOR/
Tactical Air Navigation (VORTAC) navigation aid (NAVAID). The NAVAID
provides navigation guidance for portions of the affected air traffic
service (ATS) routes. The VOR is being decommissioned as part of the
FAA's VOR Minimum Operational Network (MON) program.

DATES: Comments must be received on or before December 21, 2020.

ADDRESSES: Send comments on this proposal to the U.S. Department of
Transportation, Docket Operations, 1200 New Jersey Avenue SE, West
Building Ground Floor, Room W12-140, Washington, DC 20590; telephone:
(800) 647-5527, or<PHONE_NUMBER>. You must identify FAA Docket No.
FAA-2020-0923; Airspace Docket No. 20-AEA-18 at the beginning of your
comments. You may also submit comments through the internet at https://www.regulations.gov.
    FAA Order 7400.11E, Airspace Designations and Reporting Points, and
subsequent amendments can be viewed online at https://www.faa.gov/air_traffic/publications/. For further information, you can contact the
Rules and Regulations Group, Federal Aviation Administration, 800
Independence Avenue SW, Washington, DC 20591; telephone: (202) 267-
8783. The Order is also available for inspection at the National
Archives and Records Administration (NARA). For information on the
availability of FAA Order 7400.11E at NARA, email:
<EMAIL_ADDRESS>or go to https://www.archives.gov/federal-register/cfr/ibr-locations.html.

FOR FURTHER INFORMATION CONTACT: Colby Abbott, Rules and Regulations
Group, Office of Policy, Federal Aviation Administration, 800
Independence Avenue SW, Washington, DC 20591; telephone: (202) 267-
8783.

SUPPLEMENTARY INFORMATION:

Authority for This Rulemaking

    The FAA's authority to issue rules regarding aviation safety is
found in Title 49 of the United States Code. Subtitle I, Section 106
describes the authority of the FAA Administrator. Subtitle VII,
Aviation Programs, describes in more detail the scope of the agency's
authority. This rulemaking is promulgated under the authority described
in Subtitle VII, Part A, Subpart I, Section 40103. Under that section,
the FAA is charged with prescribing regulations to assign the use of
the airspace necessary to ensure the safety of aircraft and the
efficient use of airspace. This regulation is within the scope of that
authority as it would modify the route structure as necessary to
preserve the safe and efficient flow of air traffic within the National
Airspace System (NAS).

Comments Invited

    Interested parties are invited to participate in this proposed
rulemaking by submitting such written data, views, or arguments as they
may desire. Comments that provide the factual basis supporting the
views and suggestions presented are particularly helpful in developing
reasoned regulatory decisions on the proposal. Comments are
specifically invited on the overall

regulatory, aeronautical, economic, environmental, and energy-related
aspects of the proposal.
    Communications should identify both docket numbers (FAA Docket No.
FAA-2020-0923; Airspace Docket No. 20-AEA-18) and be submitted in
triplicate to the Docket Management Facility (see ADDRESSES section for
address and phone number). You may also submit comments through the
internet at https://www.regulations.gov.
    Commenters wishing the FAA to acknowledge receipt of their comments
on this action must submit with those comments a self-addressed,
stamped postcard on which the following statement is made: ``Comments
to FAA Docket No. FAA-2020-0923; Airspace Docket No. 20-AEA-18.'' The
postcard will be date/time stamped and returned to the commenter.
    All communications received on or before the specified comment
closing date will be considered before taking action on the proposed
rule. The proposal contained in this action may be changed in light of
comments received. All comments submitted will be available for
examination in the public docket both before and after the comment
closing date. A report summarizing each substantive public contact with
FAA personnel concerned with this rulemaking will be filed in the
docket.

Availability of NPRMs

    An electronic copy of this document may be downloaded through the
internet at https://www.regulations.gov. Recently published rulemaking
documents can also be accessed through the FAA's web page at https://www.faa.gov/air_traffic/publications/airspace_amendments/.
    You may review the public docket containing the proposal, any
comments received and any final disposition in person in the Dockets
Office (see ADDRESSES section for address and phone number) between
9:00 a.m. and 5:00 p.m., Monday through Friday, except federal
holidays. An informal docket may also be examined during normal
business hours at the office of the Operations Support Group, Central
Service Center, Federal Aviation Administration, 10101 Hillwood
Parkway, Fort Worth, TX, 76177.

Availability and Summary of Documents for Incorporation by Reference

    This document proposes to amend FAA Order 7400.11E, Airspace
Designations and Reporting Points, dated July 21, 2020, and effective
September 15, 2020. FAA Order 7400.11E is publicly available as listed
in the ADDRESSES section of this document. FAA Order 7400.11E lists
Class A, B, C, D, and E airspace areas, air traffic service routes, and
reporting points.

Background

    The FAA is planning decommissioning activities for the VOR portion
of the Henderson, WV, VORTAC in June 2021. The VOR portion of the
Henderson, WV, VORTAC is a candidate VOR identified for discontinuance
by the FAA's VOR MON program and listed in the final policy statement
notice, ``Provision of Navigation Services for the Next Generation Air
Transportation System (NextGen) Transition to Performance-Based
Navigation (PBN) (Plan for Establishing a VOR Minimum Operational
Network),'' published in the Federal Register of July 26, 2016 (81 FR
48694), Docket No. FAA-2011-1082.
    Although the VOR portion of the Henderson VORTAC is planned for
decommissioning, the co-located DME portion of the NAVAID is being
retained.
    The existing ATS route dependencies to the Henderson, WV, VORTAC
NAVAID are Jet Routes J-91 and J-134, and VOR Federal airways V-45, V-
119, and V-174.
    With the planned decommissioning of the VOR portion of the
Henderson, WV, VORTAC, the remaining ground-based NAVAID coverage in
the area is insufficient to enable the continuity of the affected Jet
Routes and VOR Federal airways. As such, proposed modifications to the
affected Jet Routes would result in the removal of a route segment at
the end of one of the routes (J-134) and in the removal of the other
route (J-91). The proposed modifications to the affected VOR Federal
airways would result in an increased gap in one of the airways (V-45),
the removal of an affected airway segment at the beginning of another
airway (V-119), and the removal of the remaining airway (V-174).
    To overcome the loss of two ATS routes, the increased gap in
another route, and the loss of route segments at the beginning and end
of the other ATS routes, instrument flight rules (IFR) traffic could
use adjacent ATS routes, including Jet Routes J-6, J-24, J-85, and J-
145; RNAV routes Q-67, Q-68, Q-71, Q-80, and Q-145; and VOR Federal
airways V-4, V-35, V-38, V-44, V-115, V-128, V-133, and V-309, or
receive air traffic control (ATC) radar vectors to fly through or
circumnavigate the affected area. Additionally, IFR pilots equipped
with RNAV PBN capabilities could also navigate point to point using the
existing fixes that will remain in place to support continued
operations though the affected area. Visual flight rules (VFR) pilots
who elect to navigate via the airways through the affected area could
also take advantage of the adjacent VOR Federal airways or ATC services
listed previously.
    Further, the FAA proposes to retain RNAV route Q-67 as it is
charted today, but change the ending route point from the DARYN, WV,
waypoint (WP) to the Henderson, WV, DME. The Henderson DME is located
approximately 1 nautical mile southwest and just short of the DARYN WP
on Q-67. Changing the ending route point from the DARYN WP to the
Henderson DME would overlay the Q-67 route segment between the TONIO,
KY, FIX and the Henderson DME on the J-91 routing proposed to be
removed.
    Lastly, the FAA proposes to establish RNAV route Q-176 between the
Cimarron, NM, VORTAC and the OTTTO, VA, WP. This Q-route would be a
direct overlay of Jet Route J-134 and mitigate the loss of the J-134
route segment affected by the planned decommissioning of the VOR
portion of the Henderson, WV, VORTAC. Additionally, establishing Q-176
would provide RNAV routing capability from the Cimarron, NM, area
eastward to the Front Royal, VA, area; as well as, support ongoing FAA
NextGen efforts to transition the NAS to performance-based navigation.

The Proposal

    The FAA is proposing an amendment to Title 14 Code of Federal
Regulations (14 CFR) part 71 by modifying Jet Route J-134, RNAV route
Q-67, and VOR Federal airways V-45 and V-119; establishing RNAV route
Q-176; and removing Jet Route J-91 and VOR Federal airway V-174. The
planned decommissioning of the VOR portion of the Henderson, WV, VORTAC
has made this action necessary.
    The proposed Jet Route changes are outlined below.
    J-91: J-91 currently extends between the Volunteer, TN, VORTAC and
the Henderson, KY, VORTAC. The FAA proposes to remove the route in its
entirety.
    J-134: J-134 currently extends between the Los Angeles, CA, VORTAC
and the Linden, VA, VORTAC. The FAA proposes to remove the airway
segment overlying the Henderson, KY, VORTAC between the Falmouth, KY,
VOR/Distance Measuring Equipment (VOR/DME) and the Linden, VA, VORTAC.
The unaffected portions of the existing route would remain as charted.

    The proposed RNAV route changes are outlined below.
    Q-67: Q-67 currently extends between the SMTTH, TN, WP and the
DARYN, WV, WP. The FAA proposes to change the route end point from the
DARYN, WV, WP to the Henderson, WV, DME (located approximately 1
nautical mile southwest of the DARYN WP), and reduce the number of
route points listed in the description while retaining the route as
charted. The route would continue to provide RNAV routing capability
from the Knoxville, TN, area northeastward to the Henderson, WV, area.
    The proposed new RNAV route is outlined below.
    Q-176: Q-176 is a proposed new route that would extend between the
Cimarron, NM, VORTAC and the OTTTO, VA, WP. This RNAV route would
mitigate the loss of the J-134 route segment proposed to be removed
between the Falmouth, KY, VOR/DME and the Linden, VA, VORTAC and would
be a direct overlay of the existing J-134. Additionally, it would
provide RNAV routing capability from the Cimarron, NM, area eastward to
the Front Royal, VA, area.
    The proposed VOR Federal airway changes are outlined below.
    V-45: V-45 currently extends between the New Bern, NC, VOR/DME and
the Appleton, OH, VORTAC; and between the Saginaw, MI, VOR/DME and the
Sault Ste Marie, MI, VOR/DME. The FAA proposes to remove the airway
segment overlying the Henderson, WV, VORTAC between the Charleston, WV,
VOR/DME and the Appleton, OH, VORTAC. The unaffected portions of the
existing airway would remain as charted.
    V-119: V-119 currently extends between the Henderson, WV, VORTAC
and the Clarion, PA, VOR/DME. The FAA proposes to remove the airway
segment overlying the Henderson, WV, VORTAC between the Henderson, WV,
VORTAC and the Parkersburg, WV, VOR/DME. Additional changes to other
portions of the airway have been proposed in a separate NPRM. The
unaffected portions of the existing airway would remain as charted.
    V-174: V-174 currently extends between the York, KY, VORTAC and the
Elkins, WV, VORTAC. The FAA proposes to remove the airway in its
entirety.
    All NAVAID radials in the VOR Federal airway descriptions below are
unchanged and stated in True degrees.
    Jet Routes are published in paragraph 2004, United States RNAV Q-
routes are published in paragraph 2006, and VOR Federal airways are
published in paragraph 6010(a) of FAA Order 7400.11E dated July 21,
2020, and effective September 15, 2020, which is incorporated by
reference in 14 CFR 71.1. The ATS routes listed in this document would
be subsequently published in the Order.
    FAA Order 7400.11, Airspace Designations and Reporting Points, is
published yearly and effective on September 15.

Regulatory Notices and Analyses

    The FAA has determined that this proposed regulation only involves
an established body of technical regulations for which frequent and
routine amendments are necessary to keep them operationally current.
It, therefore: (1) Is not a ``significant regulatory action'' under
Executive Order 12866; (2) is not a ``significant rule'' under
Department of Transportation (DOT) Regulatory Policies and Procedures
(44 FR 11034; February 26, 1979); and (3) does not warrant preparation
of a regulatory evaluation as the anticipated impact is so minimal.
Since this is a routine matter that will only affect air traffic
procedures and air navigation, it is certified that this proposed rule,
when promulgated, will not have a significant economic impact on a
substantial number of small entities under the criteria of the
Regulatory Flexibility Act.

Environmental Review

    This proposal will be subject to an environmental analysis in
accordance with FAA Order 1050.1F, ``Environmental Impacts: Policies
and Procedures'' prior to any FAA final regulatory action.

List of Subjects in 14 CFR Part 71

    Airspace, Incorporation by reference, Navigation (air).

The Proposed Amendment

    In consideration of the foregoing, the Federal Aviation
Administration proposes to amend 14 CFR part 71 as follows:

PART 71--DESIGNATION OF CLASS A, B, C, D, AND E AIRSPACE AREAS; AIR
TRAFFIC SERVICE ROUTES; AND REPORTING POINTS

0
1. The authority citation for part 71 continues to read as follows:

    Authority:  49 U.S.C. 106(f), 106(g); 40103, 40113, 40120; E.O.
10854, 24 FR 9565, 3 CFR, 1959-1963 Comp., p. 389.

Sec.  71.1   [Amended]

0
2. The incorporation by reference in 14 CFR 71.1 of FAA Order 7400.11E,
Airspace Designations and Reporting Points, dated July 21, 2020, and
effective September 15, 2020, is amended as follows:

Paragraph 2004 Jet Routes.

* * * * *

J-91 [Removed]

* * * * *

J-134 [Amended]

    From Los Angeles, CA; Seal Beach, CA; Thermal, CA; Parker, CA;
Drake, AZ; Gallup, NM; Cimarron, NM; Liberal, KS; Wichita, KS;
Butler, MO; St Louis, MO; to Falmouth, KY.
* * * * *

Paragraph 2006 United States Area Navigation Routes.

* * * * *

Q-67 SMTTH, TN to Henderson, WV (HNN) [Amended]
----------------------------------------------------------------------------------------------------------------
SMTTH, TN               WP                     (Lat. 35[deg]54'41.57'' N, long. 084[deg]00'19.74'' W)
----------------------------------------------------------------------------------------------------------------
TONIO, KY               FIX                    (Lat. 37[deg]15'15.20'' N, long. 083[deg]01'47.53'' W)
Henderson, WV (HNN)     DME                    (Lat. 38[deg]45'14.85'' N, long. 082[deg]01'34.20'' W)

                                                  * * * * * * *
Q-176 Cimarron, NM (CIM) to OTTTO, VA [New]
----------------------------------------------------------------------------------------------------------------
Cimarron, NM (CIM)      VORTAC                 (Lat. 36[deg]29'29.03'' N, long. 104[deg]52'19.20'' W)
----------------------------------------------------------------------------------------------------------------
KENTO, NM               WP                     (Lat. 36[deg]44'19.10'' N, long. 103[deg]05'57.13'' W)
Liberal, KS (LBL)       VORTAC                 (Lat. 37[deg]02'39.82'' N, long. 100[deg]58'16.31'' W)

Wichita, KS (ICT)       VORTAC                 (Lat. 37[deg]44'42.92'' N, long. 097[deg]35'01.79'' W)
Butler, MO (BUM)        VORTAC                 (Lat. 38[deg]16'19.49'' N, long. 094[deg]29'17.74'' W)
St Louis, MO (STL)      VORTAC                 (Lat. 38[deg]51'38.48'' N, long. 090[deg]28'56.52'' W)
GBEES, IN               FIX                    (Lat. 38[deg]41'54.72'' N, long. 085[deg]10'13.03'' W)
BICKS, KY               WP                     (Lat. 38[deg]38'29.92'' N, long. 084[deg]25'20.82'' W)
Henderson, WV (HNN)     DME                    (Lat. 38[deg]45'14.85'' N, long. 082[deg]01'34.20'' W)
OTTTO, VA               WP                     (Lat. 38[deg]51'15.81'' N, long. 078[deg]12'20.01'' W)

                                                  * * * * * * *

* * * * *

V-45 [Amended]

    From New Bern, NC; Kinston, NC; Raleigh-Durham, NC; INT Raleigh-
Durham 275[deg] and Greensboro, NC, 105[deg] radials; Greensboro;
INT Greensboro 334[deg] and Pulaski, VA, 147[deg] radials; Pulaski;
Bluefield, WV; to Charleston, WV. From Saginaw, MI; Alpena, MI; to
Sault Ste Marie, MI.
* * * * *

V-119 [Amended]

    From Parkersburg, WV; INT Parkersburg 067[deg] and Indian Head,
PA, 254[deg]radials; Indian Head; to Clarion, PA.
* * * * *

V-174 [Removed]

* * * * *

    Issued in Washington, DC, on October 29, 2020.
George Gonzalez,
Acting Manager, Rules and Regulations Group.
[FR Doc. 2020-24288 Filed 11-3-20; 8:45 am]
BILLING CODE 4910-13-P


Atlantic City Medical Center FP 1925 Pacific Ave Atlantic City Medical Center FP Mainland Jimmie Leeds Rd.

Atlantic City Medical Center FP 9 South Main St.

Atlantic City Medical Center FP West Quad Academic Bldg. St. Ste. 108 Atlantic City Medical Center FP 5080 Atlantic Ave.

Women's Health and Family Pla564 Broadway Way Burlington Co. Health Dept. FP 309 West Broad St.

Burlington Co. Health Dept. FP Trenton Rd.

Burlington Co. Health Dept. FP Mt. Holly 15 Pioneer Blvd.

Burlington Co. Health Dept. FP 119 Fillmore St. Clinic Bldg.

Cape May Co. Dept. of Health F6 Moore Rd.

Famcare Inc. Bridgeton 30 Magnolia Ave.

Famcare Inc. Glassboro 711 North Main St.

Famcare Inc. Millville 1011 Buck St.

Famcare Inc. Pennsville 370 South Broadway Way Famcare Inc. Rowan Univ. Rte. 322 East St.

Famcare Inc. Vineland 10 Lasalle Plz Family Planning Center of Ocea290 River Ave.

Family Planning Center of Ocea703 Millcreek Rd. Ste. C Horizon Health Center Family P706 Thru 714 Bergen Ave.

Newark Beth Israel Medical Cen201 Lyons Ave.

North Hudson Community Healt5301 Broadway Way North Hudson Community Healt714 31st St.

Planned Parenthood Assn. of MP. O. Box 4700 St Hillwood Lakes Planned Parenthood Assn. of M941 Whitehorse Mrcrville Rd Crestwood Prof Plaza Planned Parenthood Assn. of M268 Academy St. Planned Parenthood Assn. of M437 East State St. NJ Planned Parenthood of Souther35 Browning Rd Planned Parenthood of SoutherBlackwood Lakeland Complex St. Jefferson House Planned Parenthood of Souther317 Broadway Way Planned Parenthood of SoutherHealth Dept. at JFK Chapel Ave. and Marlboro Rd.

Planned Parenthood of Souther1000 Industrial Dr.

Planned Parenthood of SoutherPark Park Plaza Mall US Rte. 180 Planned Parenthood of SoutherMonmouth and Railroad Avenue UMDNJ Univ. Hospital FP Prog90 Bergen St. Ste. 5100 Doctors Office Center Hoboken FP Multi Svc. Ctr. 124 to 130 Grand St.

Hoboken FP Union City 1206 Summit Ave.

Hoboken FP West New York 5305 Hudson Ave.

PPCNJ Freehold 800 W Main St.

PPCNJ Hazlet Bethany Commons Bldg. 6 Number 91 PPCNJ Marion Reiman Spotswo12 Snowhill Plaza Store 3 PPCNJ New Brunswick 10B Industrial Dr.

PPCNJ Perth Amboy 215 Market St.

PPCNJ Shrewsbury 69 E Newman Springs Rd.

PPGNNJ Dover 30 North Morris St.

PPGNNJ Elizabeth 1150 Dickinson PPGNNJ Englewood 40 N Van Brunt St.

PPGNNJ Flemington 14 Court St.

PPGNNJ Hackensack 575 Main St.

PPGNNJ Manville 203 S Main St.

PPGNNJ Morristown 196 Speedwell Ave. PPGNNJ Newton 8 Moran St.

PPGNNJ Phillipsburg 402 Coventry Dr.

PPGNNJ Plainfield 123 Park Ave.

PPMNJ Bograd Paterson 171 to 175 Market St.

PPMNJ Chubb 151 Washington St.

PPMNJ Gale East Orange 606 Central Ave.

PPMNJ Ironbound 51 McWhorter St.

PPMNJ Montclair 9 N Fullerton Ave.

PPMNJ Pompton Lakes 750 Hamburg Tpke.

WHCC Somerville 95 Veterans Memorial Dr. East Fort Greene MIC Center 295 Flatbush Ave. Ext 3rd Fl.

Jamaica MIC Center 90 04 161st St. 5th Fl.

Manhattanville MIC Center 534 West 135th St. 2nd Fl.

Tremont MIC Center 4006 Third Ave. 2nd Fl.

Williamsburg MIC Center 151 Maujer St. 2nd Fl.

Bronx Center PPNYC 349 East 149th St. 2nd Fl.

Allegany Co. DOH  Alfred 10 Church St.

Allegany Co. DOH  Belmont 7 Court St.

Allegany Co. DOH  Wellsville 21 E State St.

Women's Health Center 71 Guy Park Ave.

Cattaraugus Co. DOH  Franklinv86 S Main St.

Cattaraugus Co. DOH  Olean 1 Leo Moss Dr. Ste. 4010 Cattaraugus Co. DOH  Salaman69 Iroquois Dr.

Chautauqua Co. DOH  Dunkirk 319 Central Ave.

Chautauqua Co. DOH  Jamesto110 East 4th St.

Chautauqua Co. DOH  Meyers P189 East Main St. Community Healthcare Network999 Blake Ave.

Community Healthcare Network975 Westchester Ave.

Community Healthcare Network94 98 Manhattan Ave.

Community Healthcare Network1167 Nostrand Ave.

Community Healthcare Network1996 Amsterdam Ave.

Community Healthcare Network81 W 115th St.

Community Healthcare Network92 94 Ludlow St.

Community Healthcare Network79 Madison Ave. 6th Fl.

Community Healthcare Network79 Madison Ave. 6th Fl.

Community Healthcare Network79 Madison Ave. 6th Fl.

Community Healthcare Network97 04 Sutphin Ave.

Coney Island Hospital 2601 Ocean Parkway Coney Island Hospital Flatlands3508 Flatland Ave.

Coney Island Hospital Homecre1601 S Ave.

Coney Island Hospital Ida G Isra2201 Neptune Ave.

Coney Island Hospital Sheepshe3121 Ocean Ave.

East Hill Family Medical  Aubur144 Genesee St.

East Hill Family Medical  North 5019 Main St.

East Hill Family Medical  Water369 W Main St.

Erie Co. DOH  Hamburg 17 Long Rd.

Erie Co. DOH Buffalo 462 Grider St.

Erie Co. DOH Dr Matt Gajewski1500 Broadway Erie Co. DOH Jesse Nash Healt608 William St.

Erie Co. DOH R Clemente MC H104 Maryland St.

Family Life Information Center IS Pearl St. Family Life Information Center I315 S Manning Blvd.

FP Onondaga Co. DOH Syracu421 Montgomery St. 9th Fl.

FP Onondaga Co. DOH Syracu421 Montgomery St. Basement FP Onondaga Co. DOH Syracu301 Slocum Ave.

FP Onondaga Co. DOH Syracu113 E Taft Rd.

Ferre Institute Inc. 124 Front St.

Ferre Institute Inc. 3940 Oneida St.

Greene Co. Family Planning 411 Main St.

Harlem Hospital 506 Lennox Ave.

Women's Health Center 1400 Pelham Pkwy. South Rm. 1 N 55 Jacobi Jacobus Center  Cortland Co. D60 Central Ave.

Jacobus Center  Cortland Co. DP. O. Box 2000 Kaleida Health Deaconess Cent1001 Humboldt Parkway Kaleida Health Evergreen Healt206 S Elmwood Ave. St.

Kings Co. Hospital Center 451 Clarkson Ave. B Bldg. 4th Fl.

Livingston Co. DOH Women's H460 Collins St.

Livingston Co. DOH Women's H3 Chestnut Ave.

Livingston Co. DOH Women's H2 Livingston Co Campus Mercy Hospital Mercy D & T 550 Orchard Park Rd.

Mercy Hospital Mercy Diagnosti94 Olean St.

Mercy Hospital Sisters Hospital 2157 Main St.

Metropolitan Hospital Center Fa1901 First Ave. 4th Fl.

Metropolitan Hospital Center Yo1901 First Ave. 7th Fl.

Middletown Community Health C14 Grove St. P. O. Box 987 Middletown Community Health C10 Benton Ave. P. O. Box 987 Middletown Community Health C505 Rte. 208 Ste. 11 Middletown Community Health C99 Cameron St. P. O. Box 696 Mt. Sinai Hospital Adolescent H320 East 94th St.

Nassau Univ. Medical Center 2201 Hempstead Tpke.

North Central Bronx Hospital Ad3424 Kossuth Ave. Rm. 7C 08 Northern Adirondack Planned P246 West Main St. Ste. 1 Northern Adirondack Planned P66 Brinkerhoff St.

Northern Adirondack Planned P52 Main St. Ste. 7 NY Presbyterian Hospital Family21 Audubon Ave.

Oswego Co. Opportunities Inc. F522 S 4th St. Ste. 500 Oswego Co. Opportunities Inc. MSUNY Oswego Oswego Co. Opportunities Inc. M5558 Scenic Ave.

Oswego Co. Opportunities Inc. N61 Delano St.

Oswego Co. Opportunities Inc. O10 George St.

Planned Parenthood Buffalo Eri2697 Main St.

Planned Parenthood Buffalo Eri240 Center Rd.

PP Hudson Peconic  AmagansHwy. at Cross Hw P. O. Box 1806 PP Hudson Peconic  Brewster 2505 Carmel Ave.

PP Hudson Peconic  Huntingto755 New York Ave.

PP Hudson Peconic  Mt. Kisco280 N Bedford Rd.

PP Hudson Peconic  Mt. Verno14 S 2nd Ave.

PP Hudson Peconic  New Roch247 249 North Ave.

PP Hudson Peconic  Patchogu450 Waverly Ave.

PP Hudson Peconic  Riverhead540 East Main St.

PP Hudson Peconic  Smithtown70 Maple Ave.

PP Hudson Peconic  Spring Va25 Perlman Dr. PP Hudson Peconic  West Islip180 Sunrise Hwy.

PP Hudson Peconic  White Plai175 Tarrytown Rd.

PP Hudson Peconic  Yonkers 53 Broadway Planned Parenthood Mid HudsoMain St.

Planned Parenthood Mid Hudso395 Main St.

Planned Parenthood Mid Hudso98 Center St.

Planned Parenthood Mid Hudso7 Coates Dr. Ave. Ste. 4 Planned Parenthood Mid Hudso169 Washington Ave.

Planned Parenthood Mid Hudso14 Prince St.

Planned Parenthood Mid Hudso44 N Chestnut St.

Planned Parenthood Mid Hudso532 Blooming Grove Tpke.

Planned Parenthood Mid Hudso91 Dubois St.

Planned Parenthood Mid Hudso17 Noxon St.

Planned Parenthood Mid Hudso19 E Market St.

Planned Parenthood Mid Hudso43 Main St.

Clifton Park Chaucer Sq. 1691 Rte. 9 Cobleskill 560 Main St.

Glens Falls 135 Warren St.

Gloversville 257 Kingsboro Ave.

Granville 11 Quaker St.

Herkimer 401 E German St.

Oneida 603 Seneca St.

Rome 200 S George St.

Saratoga Springs 188 Church St.

Schenectady 414 Union St.

Ticonderoga 171 Lake George Ave. # 10 P. O. Box 225 Utica 1424 Genesee St.

Glen Cove 110 School St.

Hempstead 540 Fulton Ave.

Massapequa 35 Carmans Rd.

Planned Parenthood Niagara Co38 Heritage Ct. P. O. Box 498 Planned Parenthood Niagara Co6951 Williams Rd. P. O. Box 356 Planned Parenthood Niagara Co15 Webster St.

Planned Parenthood Niagara Co732 Portage Rd.

Planned Parenthood Northern N9 Miner St.

Planned Parenthood Northern N137 E Main St.

Planned Parenthood Northern N7518 S State St.

Planned Parenthood Northern N419 Ford St.

Planned Parenthood Northern N160 Stone St.

Planned Parenthood Rochester 243 S Main St. Ste. 250 Planned Parenthood Rochester 222 W Main St.

Planned Parenthood Rochester 15 Lafayette Ave.

Planned Parenthood Rochester 2236 W Ridge Rd.

Planned Parenthood Rochester 513 W Union St. Cannery Row Rte. 31 Planned Parenthood Rochester 175 North Clinton Ave.

Planned Parenthood Rochester 114 University Ave.

Planned Parenthood Rochester 1120 E Genesee St.

Planned Parenthood South Cen168 Water St.

Planned Parenthood South CenJohnson Hill Rd.

Planned Parenthood South Cen26 Conkey Ave. Eaton Center Rm. 208 Planned Parenthood South Cen37 Dietz St. Planned Parenthood South Cen37 Pleasant St.

Planned Parenthood South Cen130 North St.

Planned Parenthood Southern TElmira College Planned Parenthood Southern T135 Walnut St.

Planned Parenthood Southern T755 East Church St.

Planned Parenthood Southern T174 Main St.

Planned Parenthood Southern T301 S Main St.

Planned Parenthood Southern T426 South Franklin Planned Parenthood Tompkins 314 W State St.

S Queens Community Health C11402 Guy T Brewer Blvd. Ste. 217 Rockland Co. Dept. of Health Sp14 S Main St.

Rockland Co. Dept. of Health YeSanatorium Rd. Bldg. A 2nd Fl.

St. Regis Mohawk Tribe Health 412 State Rte. 37 Community Bldg. Box 8 Staten Island Univ. Hospital Bay57 Bay St.

Staten Island Univ. Hospital Boo242 Mason Ave.

Staten Island Univ. Hospital Cen440 Seaview Ave.

Staten Island Univ. Hospital Me1704 Mermaid Ave.

Staten Island Univ. Hospital Sou375 Sequine Ave.

Suffolk Co. Dept. of Health Svc1869 Brentwood Rd.

Suffolk Co. Dept. of Health Svc45 W Suffolk Ave.

Suffolk Co. Dept. of Health Svc284 Pulaski Rd.

Suffolk Co. Dept. of Health Svc3600 Rte. 112 Suffolk Co. Dept. of Health SvcSchenck Bldg. Meetinghouse La.

Suffolk Co. Dept. of Health Svc1556 Straight Path Suffolk Co. Dept. of Health Svc300 Centur Dr. County Center Suffolk Co. Dept. of Health Svc550 Montauk Hwy. Suffolk Co. Dept. of Health Svc365 E Main St.

Suffolk Co. Dept. of Health Svc1080 Sunrise Hwy.

Threshold Alternative Youth Svc80 St. Paul St.

Family Planning of Tioga Co. 110 Central Ave. P. O. Box 70 Upper Hudson Planned Parenth259 Lark St.

Upper Hudson Planned Parenth190 Fairview Ave.

Yates Family Planning Services117 E Steuben Upper Hudson Planned ParenthRte. 155 West Yates Family Planning ServicesHarrington Hall Upper Hudson Planned Parenth200 Broadway Yates Family Planning Services160 Main St. Penn Westchester Co. Dept. of Health85 Court St.

Westchester Co. Dept. of Health20 South Broadway Warsaw Clinic 338 N Main St.

Wyoming Co. Dept. of Health A3325 E Main St.

Migrant Health Center Calle Post Sur 392 CDT Dr. Jose S. Belaval Ave Borinquen Esq C Nin CDT Playa El Tuque Calle 4 AA6 Nueva Vida CDT Playa Ponce Avenida Hostos 216 CDT Playa Singapur Comunidad Rural Potala Carr 1 Km 113.5 CDT Playa Tayaboa Bar. Tayaboa Encarnacion Carr 127 Km 19.5 Centro de Medicina de Familia SCarr. 183 Centro de Medicina de Familia Calle San Antonio Final Barrio Jaguas Centro Medico Salinas P. O. Box 326 Clinica de Planificacion FamiliaEdificio Principal RCM Quinto Piso Concilio de Salud Integral de LoCarretera # 187 Interseccion 188 Concilio de Salud Integral de LoApartado 509 Corporacion de Servicios de SaP. O. Box 728 Calle Barcelo Corporacion de Servicios de SaP. O. Box 418 Calle Georgetti Corporacion de Servicios de SaP. O. Box 739 Carr159 Sector El Desvio Corporacion de Servicios de SaApartado 525 Carr 167Sector Desvio Corporacion de Servicios de SaApartado 2105 Ave. Luis Munoz Marin COSSMA Cidra Francisco HaddP. O. Box 1298 COSSMA Humacao Ave. Munoz Marin # 55 COSSMA San Lorenzo Ave. Munoz Rivera Interseccion 181 183 COSSMA Yabucoa Calle Munoz Rivera # 15 Grupo Ginco Obstetrico  Rio PiGeorgetti 66 Grupo Gineco Obstetrico  San Avenida de Diego 200 5to Piso Oficina 508 Grupo Gineco Obstetrico  VegaUrb Villa Real Calle 7 M1 Marginal Grupo Medico San Pablo BayamCalle Santa Cruz # B7 Hospital General Castaner AdjuRudulfo Gonzalez # 28 Hospital General Castaner LareCarr 135 Km 64 Hm 2 Hostos Medical Services MayagCalle Dr. Barbosa 24 Migrant Health Center EnsenadMontalva 23 Migrant Health Center Isabela Bo Planas Com Cristal Carr 457 Interior Migrant Health Center Lajas Carr 101 Km 7.1 Bo Palmarejo Migrant Health Center MayagueCalle Post Sur 392 Migrant Health Center San SebaCarr 119 Km 35.2 Centro Mas Salud Hoare Calle Cerra Final 900 Parada 15 Centro Mas Salud Rio Piedras Calle Pinero Esq. Vallejo 1 Centro Mas Salud San Jose Calle Sicilia Esq. Barbosa Omega Cabo Rojo Calle Munoz Rivera 33 Local 1 Omega San German Calle Oriente Local 1 Policlinica de Ponce Morell CamMorel Campos Plazoleta Local 5 Policlinicas de Ponce Calle UnioCalle Union 87 Policlinicas de Ponce GlenviewGlenview Shopping Center Edificio 4 Puerto Rico Woman Health GuaCalle Ashford # 81 Sur REMAS Guanica Calle Yaguez 30 REMAS Guayanilla Calle Jose de Diego 13 REMAS Penuelas 369 Carr 685 Bo Cuevas REMAS Yauco Prolongacion 43 Calle Comercio Hospital San Cristobal Coto LauCarr 14 Central 103 Hospital San Cristobal Juana DiCalle Munoz Rivera 6 Hospital San Cristobal Villalba Calle Munoz Rivera 40 Recinto de Humacao UPR 100 Carretera 908 Estacion Postal CUH Recinto de Rio Piedras UPR Servicios Medicos P. O. Box 23307 Recinto Universitario de AguadiServicios Medicos Apartado 250160 Recinto Universitario de AreciboCarr 653 Ruta 129 Km 8 Recinto Universitario de MayaguCarr 2 Calle Post Servicios Medicos Recinto Universitario de Ponce Ave. Santiago de los Caballeros # 1913 Universidad Interamerica Ponce104 Parque Industrial Turpo Rd 1 Morris De Castro Clinic P. O. Box 8312 Cir. USVI Dept. of Health Family Planning East End Health USVI Dept. of Health Family Pla516 Strand St. Frederiksted USVI Dept. of Health Family Pla516 Strand St. Frederiksted Virgin Islands Dept. of Health FP74 Estate Constant Cntr AQ Bldg.

Virgin Islands Dept. of Health FP3500 Estate Richmond St. Christiansted Virgin Islands Dept. of Health FPTutu Park Mall Est Virgin Islands Dept. of Health FP74 Estate Constant Cntr AQ Bldg.

Virgin Islands Dept. of Health FP Pgm. Morris De Castro Clinic P. O. Box 8312 Cir. Atlantic City NJ 8401 ( 877) 947 4222 Atlantic City NJ 8401 ( 877) 947 4222 Pleasantville NJ 8232 ( 877) 947 4222 Pomona NJ 8240 ( 877) 947 4222 Mays Landing NJ 8330 ( 877) 947 4222 Bayonne NJ 7002 ( 201) 823 1250 Burlington NJ 8016 ( 609) 267 1950 Browns Mills NJ 8015 ( 609) 267 1950 Westampton NJ 8060 ( 609) 267 1950 Riverside NJ 8075 ( 609) 267 1950 Cape May Court House NJ 8210 ( 609) 465 6825 Bridgeton NJ 8302 ( 856) 881 9531 Glassboro NJ 8028 ( 856) 881 9531 Millville NJ 8332 ( 856) 881 9531 Pennsville NJ 8070 ( 856) 881 9531 Glassboro NJ 8028 ( 856) 881 9531 Vineland NJ 8360 ( 856) 881 9531 Lakewood NJ 8701 ( 732) 364 9696 Manahawkin NJ 8050 ( 732) 364 9696 Jersey City NJ 7306 ( 201) 451 6300 Newark NJ 7112 ( 973) 924 3045 West New York NJ 7093 ( 856) 365 3519 Union City NJ 7087 ( 201) 866 9320 Trenton NJ 8650 ( 609) 599 4411 Hamilton NJ 8610 ( 856) 365 3519 Hightstown NJ 8520 ( 609) 599 4411 Trenton NJ 8608 ( 609) 599 4411 Bellmawr NJ 8031 ( 856) 365 3519 Blackwood NJ 8012 ( 856) 365 3519 Camden NJ 8103 ( 856) 365 3519 Cherry Hill NJ 8002 ( 856) 365 3519 Chesilhurst NJ 8089 ( 856) 365 3519 Edgewater Park NJ 8010 ( 856) 365 3519 Gloucester NJ 8030 ( 856) 365 3519 Newark NJ 07103 2499( 973) 972 2716 Hoboken NJ 7030 ( 201) 963 0300 Union City NJ 7087 ( 201) 319 9200 West New York NJ 7093 ( 201) 866 8071 Freehold NJ 7728 ( 732) 431 1717 Hazlet NJ 7730 ( 732) 888 4900 Spotswood NJ 8884 ( 732) 723 9192 New Brunswick NJ 8901 ( 732) 246 2411 Perth Amboy NJ 8861 ( 732) 442 4499 Shrewsbury NJ 7702 ( 732) 842 9300 Dover NJ 7801 ( 973) 361 6006 St. Elizabeth NJ 7201 ( 908) 351 5384 Englewood NJ 7631 ( 201) 894 0966 Flemington NJ 8822 ( 908) 782 7727 Hackensack NJ 7601 ( 201) 489 1140 Manville NJ 8835 ( 908) 231 9230 Morristown NJ 7960 ( 973) 539 1364 Newton NJ 7860 ( 973) 383 5218 Phillipsburg NJ 8865 ( 908) 454 3000 Plainfield NJ 7060 ( 908) 756 3736 Paterson NJ 7522 ( 973) 345 3883 Newark NJ 7102 ( 973) 622 3900 East Orange NJ 7018 ( 973) 674 4343 Newark NJ 7105 ( 973) 465 7707 Montclair NJ 7042 ( 973) 746 7116 Pompton Lake NJ 7442 ( 973) 839 2363 Somerville NJ 8876 ( 908) 526 2335 Brooklyn NY 11201 ( 212) 267 0900 Jamaica NY 11432 ( 212) 267 0900 New York NY 10031 ( 212) 267 0900 Bronx NY 10457 ( 212) 267 0900 Brooklyn NY 11206 ( 212) 267 0900 Bronx NY 10451 ( 212) 274 7268 Alfred NY 14802 ( 585) 268 9250 Belmont NY 14813 ( 585) 268 9250 Wellsville NY 14895 ( 585) 268 9250 Amsterdam NY 12010 ( 518) 841 3613 Franklinville NY 14737 ( 716) 373 8050 Olean NY 14760 ( 716) 373 8050 Salamanca NY 14779 ( 716) 373 8050 Dunkirk NY 14048 ( 716) 753 4780 Jamestown NY 14701 ( 716) 753 4780 Westfield NY 14787 ( 716) 753 4780 Brooklyn NY 11208 ( 212) 366 4500 Bronx NY 10459 ( 212) 366 4500 Brooklyn NY 11206 ( 212) 366 4500 Brooklyn NY 11225 ( 212) 366 4500 New York NY 10032 ( 212) 366 4500 New York NY 10026 ( 212) 366 4500 New York NY 10002 ( 212) 366 4500 New York NY 10016 ( 212) 366 4500 New York NY 10016 ( 212) 366 4500 New York NY 10016 ( 212) 366 4500 Jamaica NY 11435 ( 212) 366 4500 Brooklyn NY 11235 ( 718) 616 4337 Brooklyn NY 11234 ( 718) 616 4337 Brooklyn NY 11229 ( 718) 616 4337 Brooklyn NY 11224 ( 718) 616 4337 Brooklyn NY 11229 ( 718) 616 4337 Auburn NY 13021 ( 315) 253 6796 North Rose NY 14516 ( 315) 253 6796 Waterloo NY 13165 ( 315) 253 6796 Hamburg NY 14075 ( 716) 858 8572 Buffalo NY 14218 ( 716) 858 8572 Buffalo NY 14212 ( 716) 858 8572 Buffalo NY 14206 ( 716) 858 8572 Buffalo NY 14201 ( 716) 858 8572 Albany NY 12202 ( 518) 525 1873 Albany NY 12208 ( 518) 525 1873 Syracuse NY 13202 ( 315) 435 3685 Syracuse NY 13202 ( 315) 435 3685 Syracuse NY 13204 ( 315) 435 3685 North Syracuse NY 13212 ( 315) 435 3685 Binghamton NY 13905 ( 607) 724 4308 New Hartford NY 13413 ( 607) 724 4308 Catskill NY 12414 ( 518) 943 5679 Manhattan NY 10037 ( 212) 939 8262 Bronx NY 10461 ( 718) 918 5433 Cortland NY 13045 ( 607) 753 5024 Cortland NY 13045 ( 607) 753 5024 Buffalo NY 14208 ( 716) 887 8282 Buffalo NY 14201 ( 716) 887 8282 Brooklyn NY 11203 ( 718) 245 3495 Avon NY 14414 ( 585) 243 7540 Dansville NY 14437 ( 585) 243 7540 Mt Morris NY 14510 ( 585) 243 7540 West Seneca NY 14224 ( 716) 675 6281 East Aurora NY 14052 ( 716) 675 6281 Buffalo NY 14214 ( 716) 675 6281 New York NY 10029 ( 212) 423 7662 New York NY 10029 ( 212) 423 7662 Middletown NY 10940 ( 845) 343 7614 Middletown NY 10940 ( 845) 343 7614 Monroe NY 10950 ( 845) 343 7614 Pine Bush NY 12566 ( 845) 343 7614 New York NY 10128 ( 212) 423 2900 East Meadow NY 11554 ( 516) 572 3348 Bronx NY 10467 ( 718) 519 3878 Malone NY 12953 ( 518) 561 0605 Plattsburgh NY 12901 ( 518) 561 0605 Saranac Lake NY 12983 ( 518) 561 0605 New York NY 10032 ( 212) 304 5943 Fulton NY 13069 ( 315) 598 4715 Oswego NY 13126 ( 315) 598 4715 Mexico NY 13114 ( 315) 598 4715 Pulaski NY 13142 ( 315) 598 4715 Oswego NY 13126 ( 315) 598 4715 Buffalo NY 14214 ( 716) 831 2200 Seneca NY 14224 ( 716) 831 2200 Amagansett NY 11930 ( 914) 467 7309 Brewster NY 10509 ( 914) 467 7309 Huntington NY 11743 ( 914) 467 7309 Mt Kisco NY 10549 ( 914) 467 7309 Mt Vernon NY 10550 ( 914) 467 7309 New Rochelle NY 10801 ( 914) 467 7309 Patchogue NY 11772 ( 914) 467 7309 Riverhead NY 11901 ( 914) 467 7309 Smithtown NY 11787 ( 914) 467 7309 Spring Valley NY 10977 ( 914) 467 7309 West Islip NY 11795 ( 914) 467 7309 White Plains NY 10607 ( 914) 467 7309 Yonkers NY 10701 ( 914) 467 7309 Amenia NY 12501 ( 845) 562 5748 Beacon NY 12508 ( 845) 562 5748 Ellenville NY 12428 ( 845) 562 5748 Goshen NY 10924 ( 845) 562 5748 Kingston NY 12401 ( 845) 562 5748 Monticello NY 12701 ( 845) 562 5748 New Paltz NY 12561 ( 845) 562 5748 New Windsor NY 12553 ( 845) 562 5748 Newburgh NY 12550 ( 845) 562 5748 Poughkeepsie NY 12601 ( 845) 562 5748 Red Hook NY 12571 ( 845) 562 5748 Walden NY 12586 ( 845) 562 5748 Clifton Park NY 12065 ( 518) 374 5353 Cobleskill NY 12043 ( 518) 374 5353 Glens Falls NY 12801 ( 518) 374 5353 Gloversville NY 12076 ( 518) 374 5353 Granville NY 12832 ( 518) 374 5353 Herkimer NY 13350 ( 315) 374 5353 Oneida NY 13412 ( 315) 374 5353 Rome NY 13440 ( 518) 374 5353 Saratoga Springs NY 2866 ( 518) 374 5353 Schenectady NY 12305 ( 518) 374 5353 Ticonderoga NY 12883 ( 518) 374 5353 Utica NY 13502 ( 518) 374 5353 Glen Cove NY 11542 ( 516) 750 2501 Hempstead NY 11550 ( 516) 750 2501 Massapequa NY 11758 ( 516) 750 2501 Lockport NY 14094 ( 716) 205 0704 Niagara Falls NY 14304 ( 716) 205 0704 North Tonawanda NY 14120 ( 716) 205 0704 Niagara Falls NY 14301 ( 716) 205 0704 Canton NY 13617 ( 315) 782 1818 Gouverneur NY 13642 ( 315) 782 1818 Lowville NY 13367 ( 315) 782 1818 Ogdensburg NY 13669 ( 315) 782 1818 Watertown NY 13601 ( 315) 782 1818 Albion NY 14411 ( 585) 546 2771 Batavia NY 14020 ( 585) 546 2771 Canandaigua NY 14424 ( 585) 546 2771 Rochester NY 14626 ( 585) 546 2771 Newark NY 14513 ( 585) 546 2771 Rochester NY 14605 ( 585) 546 2771 Rochester NY 14605 ( 585) 546 2771 Syracuse NY 13210 ( 585) 546 2771 Binghamton NY 13902 ( 607) 432 2252 Lisle NY 13797 ( 607) 432 2252 Norwich NY 13815 ( 607) 432 2252 Oneonta NY 13820 ( 607) 432 2252 Sidney NY 13838 ( 607) 432 2252 Walton NY 13856 ( 607) 432 2252 Elmira NY 14901 ( 607) 796 0220 Corning NY 14830 ( 607) 796 0220 Elmira NY 14901 ( 607) 796 0220 Hornell NY 14843 ( 607) 796 0220 Horseheads NY 14845 ( 607) 796 0220 Watkins Glen NY 14891 ( 607) 796 0220 Ithaca NY 14850 ( 607) 273 1526 Jamaica NY 11434 ( 718) 883 6699 Spring Valley NY 10970 ( 845) 364 2531 Pomona NY 10970 ( 845) 364 2531 Hogansburg NY 13655 ( 518) 358 3141 Staten Island NY 10301 ( 718) 226 6294 Staten Island NY 10305 ( 718) 226 6294 Staten Island NY 10305 ( 718) 226 6294 Brooklyn NY 11224 ( 718) 226 6294 Staten Island NY 10309 ( 718) 226 6294 Brentwood NY 11717 ( 631) 853 3023 Central Islip NY 11722 ( 631) 853 3023 Greenlawn NY 11740 ( 631) 853 3023 Coram NY 11727 ( 631) 853 3023 Southampton NY 11968 ( 631) 853 3023 Wyandanch NY 11798 ( 631) 853 3023 Riverhead NY 11901 ( 631) 853 3023 Shirley NY 11967 ( 631) 853 3023 Patchogue NY 11772 ( 631) 853 3023 Amityville NY 11701 ( 631) 853 3023 Rochester NY 14604 ( 585) 454 7537 Owego NY 13827 ( 607) 687 5333 Albany NY 12210 ( 518) 434 5678 Hudson NY 12534 ( 518) 434 5678 St. Bath NY 14810 ( 315) 536 2752 Latham NY 12110 ( 518) 434 5678 Keuka Park NY 14478 ( 315) 536 2752 Troy NY 12180 ( 518) 434 5678 Yan NY 14527 ( 315) 536 2752 White Plains NY 10601 ( 914) 813 5105 Yonkers NY 10701 ( 914) 813 5105 Warsaw NY 14569 ( 585) 786 8890 Attica NY 4011 ( 585) 786 8890 San Juan PR 00681 7128( 787) 805 2900 Santurce PR 936 ( 787) 726 7373 El Tuque PR 731 ( 787) 841 0993 Ponce PR 731 ( 787) 843 9393 Juana Diaz PR 795 ( 787) 837 3559 Penuelas PR 624 ( 787) 836 2796 San Lorenzo PR 778 ( 787) 715 1260 Gurabo PR 778 ( 787) 737 7731 Salinas PR 751 ( 787) 824 4562 San Juan PR 936 ( 787) 758 2525 Loiza PR 772 ( 787) 876 2042 Loiza PR 772 ( 787) 876 2042 Barranquitas PR 794 ( 787) 857 2688 Comerio PR 782 ( 787) 875 2760 Corozal PR 783 ( 787) 859 2560 Naranjito PR 719 ( 787) 869 1290 Orocovis PR 720 ( 787) 867 6010 Cidra PR 639 ( 787) 739 8182 Humacao PR 791 ( 787) 852 2551 San Lorenzo PR 754 ( 787) 736 3655 Yabucoa PR 767 ( 787) 893 3055 Rio Piedras PR 936 ( 787) 765 0884 Santurce PR 911 ( 787) 724 4441 Vega Baja PR 741 ( 787) 858 3357 Bayamon PR 961 ( 787) 780 9196 Adjuntas PR 609 ( 787) 829 2910 Castaner PR 631 ( 787) 829 5010 Mayaguez PR 680 ( 787) 833 0720 Ensenada PR 647 ( 787) 821 3377 Isabela PR 685 ( 787) 830 0243 Lajas PR 667 ( 787) 808 1420 Mayaguez PR 00681 7128( 787) 805 2900 San Sebastian PR 685 ( 787) 896 1665 Santurce PR 907 ( 787) 721 7088 Rio Piedras PR 936 ( 787) 763 4242 San Juan PR 928 ( 787) 758 8800 Cabo Rojo PR 623 ( 787) 851 1400 San German PR 683 ( 787) 892 3910 Ponce PR 731 ( 787) 812 3193 Ponce PR 731 ( 787) 842 1906 Ponce PR 731 ( 787) 812 3193 Guayama PR 784 ( 787) 866 4590 Guanica PR 653 ( 787) 821 7228 Guayanilla PR 698 ( 787) 835 1148 Penuelas PR 624 ( 787) 836 2176 Yauco PR 698 ( 787) 267 5829 Coto Laurel PR 780 ( 787) 842 7856 Juana Diaz PR 795 ( 787) 837 7474 Villalba PR 766 ( 787) 847 3000 Humacao PR 00791 4300( 787) 850 0000 San Juan PR 00931 3307( 787) 764 0000 Aguadilla PR 00604 0160( 787) 890 2681 Arecibo PR 00614 4010( 787) 815 0000 Mayaguez PR 680 ( 787) 832 4040 Ponce PR 731 ( 787) 844 8181 Mercedita PR 00715 1602( 787) 284 1912 St. Thomas VI 801 ( 340) 775 3700 St. Croix VI 840 ( 340) 772 0260 St. Croix VI 840 ( 340) 772 0260 St Thomas VI 801 ( 340) 773 1311 St Croix VI 820 ( 340) 773 1311 St Thomas VI 801 ( 340) 775 3700 St Thomas VI 801 ( 340) 774 5256 St John VI 840 ( 340) 776 6400