[Federal Register Volume 80, Number 20 (Friday, January 30, 2015)]
[Notices]
[Pages 5153-5161]
[FR Doc No: 2015-01749]

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

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31427; 812-14362]

Goldman Sachs ETF Trust, et al.; Notice of Application

January 26, 2015.
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 (``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)
of the Act for an exemption from sections 12(d)(1)(A) and (B) of the
Act.

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

APPLICANTS: Goldman Sachs ETF Trust (the ``Trust''), Goldman Sachs
Asset Management, L.P., GS Investment Strategies, LLC, and Goldman
Sachs Asset Management International (each, an ``Initial Adviser''),
and ALPS Distributors, Inc. (the ``Initial Distributor'').

SUMMARY OF APPLICATION: Applicants request an order that permits: (a)
Actively-managed series of certain open-end management investment
companies 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
from 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; (e) certain registered management
investment companies and unit investment trusts outside of the same
group of investment companies as the series to acquire Shares; and
certain series to perform creations and redemptions of Creation Units
in-kind in a master-feeder structure.

DATES: Filing Dates: The application was filed on September 19, 2014
and amended on December 23, 2014 and January 20, 2015.

HEARING OR NOTIFICATION OF HEARING: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by 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 February 20, 2015, and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Pursuant to rule 0-5 under the Act, hearing
requests should state the nature of the writer's interest, any facts
bearing upon the desirability of a hearing on the matter, the reason
for the request, and the issues contested. Persons who wish to be
notified of a hearing may request notification by writing to the
Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street NE., Washington, DC 20549-1090. Applicants: The Trust, Goldman
Sachs Asset Management, L.P., and GS Investment Strategies, LLC, 200
West Street, New York, New York 10282; Goldman Sachs Asset Management
International, River Court, 120 Fleet Street, London, EC4A 2BE, United
Kingdom; and the Initial Distributor, 1290 Broadway, Suite 1100,
Denver, Colorado 80203.

FOR FURTHER INFORMATION CONTACT: Mark Zaruba, Senior Counsel, at (202)
551-6878 or Dalia Blass, Assistant Chief Counsel, at<PHONE_NUMBER>
(Division of Investment Management, Chief Counsel's Office).

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 for 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 has registered as an open-end management investment
company under the Act and is a statutory trust organized under the laws
of Delaware. The Trust will offer a number of Funds (as defined below),
each of which will utilize active management investment strategies.
Applicants expect the initial series of the Trust (the ``Initial
Fund'') to be the Goldman Sachs Equity Dividend Fund, which will seek
total return with an emphasis on dividends. The Initial Fund will seek
to achieve its investment objective by investing in dividend-paying
equity investments in U.S. issuers (including foreign issuers that are
traded in the United States) with large public stock market
capitalizations.
    2. An Initial Adviser will be the investment adviser to the Initial
Fund and an Adviser (as defined below) will be the investment adviser
to the Funds. The Initial Advisers are, and any other Adviser will be,
registered as an investment adviser under the Investment Advisers Act
of 1940 (``Advisers Act''). The Adviser (as defined below) may in the
future retain one or more sub-advisers (each a ``Sub-Adviser'') to
manage the portfolios of the Funds (as defined below). Any Sub-Adviser
will be registered, or not subject to registration, under the Advisers
Act. The Initial Distributor is a registered broker-dealer (``Broker'')
under the Securities Exchange Act of 1934 (``Exchange Act'') and will
act as the distributor and principal underwriter of the Funds.
Applicants request that the order also apply to any future distributor
of Shares (``Future Distributor'' and, together with the Initial
Distributor, the ``Distributor''), provided that any such Future
Distributor complies with the terms and conditions of the application.
    3. Applicants request that the order apply to the Initial Fund and
any future series of the Trust as well as other open-end management
companies that may utilize active management investment strategies
(``Future Funds''). Any Future Fund will (a) be advised by an Initial
Adviser or an entity controlling, controlled by, or under common
control with an Initial Adviser (any Initial Adviser and each such
other entity included in the term ``Adviser''), and (b) comply with the
terms and conditions of the application.\1\ The Initial Fund and Future
Funds together are the ``Funds.'' Each Fund, or its respective Master
Fund (as defined below), will consist of a portfolio of securities
(including fixed income securities and/or equity securities) and/or
currencies traded in the U.S. and/or non-U.S. markets, and derivatives,
other assets, and other investment positions (``Portfolio
Instruments'').\2\ Funds, or their respective Master Funds, may invest
in ``Depositary Receipts.'' \3\ Each Fund will operate as an actively
managed exchange-traded fund (``ETF''), and a Fund may operate as a
feeder fund in a master-feeder structure (``Feeder Fund'').
---------------------------------------------------------------------------

    \1\ Any Adviser to a Future Fund will be registered as an
investment adviser under the Advisers Act. All entities that
currently intend to rely on the order are named as applicants. Any
other entity that relies on the order in the future will comply with
the terms and conditions of the application.
    \2\ If a Fund (or its respective Master Fund) invests in
derivatives, then (a) the board of trustees (``Board'') of the Fund
will periodically review and approve the Fund's use of derivatives
and how the Fund's (or, in the case of a Feeder Fund, its Master
Fund's) investment adviser assesses and manages risk with respect to
the Fund's (or, in the case of a Feeder Fund, its Master Fund's) use
of derivatives and (b) the Fund's (or, in the case of a Feeder Fund,
its Master Fund's) disclosure of its use of derivatives in its
offering documents and periodic reports will be consistent with
relevant Commission and staff guidance.
    \3\ Depositary Receipts are typically issued by a financial
institution, a ``depositary'', and evidence ownership in a security
or pool of securities that have been deposited with the depositary.
A Fund (or its respective Master Fund) will not invest in any
Depositary Receipts that the Adviser or any Sub-Adviser deems to be
illiquid or for which pricing information is not readily available.
No affiliated persons of applicants, any Future Fund, any Adviser,
or any Sub-Adviser will serve as the depositary bank for any
Depositary Receipts held by a Fund, or its respective Master Fund,
except a depositary bank that is deemed to be affiliated solely
because a Fund owns greater than 5% of the outstanding voting
securities of such depositary bank.
---------------------------------------------------------------------------

    4. Applicants also request that any exemption under section
12(d)(1)(J) of the Act from sections 12(d)(1)(A) and (B) apply to: (i)
Any Fund that is currently or subsequently part of the same ``group of
investment companies'' as the Initial Fund within the meaning of
section 12(d)(1)(G)(ii) of the Act; (ii) any principal underwriter for
the Fund; (iii) any Brokers selling Shares of a Fund to an Investing
Fund (as defined below); and (iv) each management investment company or
unit investment trust registered under the Act that is not part of the
same ``group of investment companies'' as the Funds within the meaning
of section 12(d)(1)(G)(ii) of the Act and that enters into a FOF
Participation Agreement (as defined below) with a Fund (such management
investment companies, ``Investing Management Companies,'' such unit
investment trusts, ``Investing Trusts,'' and Investing Management
Companies and Investing Trusts together, ``Investing Funds'').
Investing Funds do not include the Funds.\4\
---------------------------------------------------------------------------

    \4\ An Investing Fund may rely on the order only to invest in
Funds and not in any other registered investment company.
---------------------------------------------------------------------------

    5. Applicants further request that the order permit a Fund to
operate as a Feeder Fund (``Master-Feeder Relief''). Under the order, a
Feeder Fund would be permitted to acquire shares of another registered
investment company in the same group of investment companies having
substantially the same investment objectives as the Feeder Fund
(``Master Fund'') beyond the limitations in section 12(d)(1)(A) of the
Act,\5\ and the Master Fund, and any principal underwriter for the
Master Fund, would be permitted to sell shares of the Master Fund to
the Feeder Fund beyond the limitations in section 12(d)(1)(B) of the
Act. Applicants request that the Master-Feeder Relief apply to any
Feeder Fund, any Master Fund and any principal underwriter for the
Master Funds selling shares of a Master Fund to a Feeder Fund.
Applicants state that creating an exchange-traded feeder fund may be
preferable to creating entirely new series for several reasons,
including avoiding additional overhead costs and economies of scale for
the Feeder Funds.\6\ Applicants assert that, while certain costs may be
higher in a master-feeder structure and there may possibly be lower tax
efficiencies for the Feeder Funds, the Feeder Funds' Board will
consider any such potential disadvantages against the benefits of
economies of scale and other benefits of operating within a master-
feeder structure.
---------------------------------------------------------------------------

    \5\ A Feeder Fund managed in a master-feeder structure will not
make direct investments in any security or other instrument other
than the securities issued by its respective Master Fund.
    \6\ In a master-feeder structure, the Master Fund, rather than
the Feeder Fund, would invest its portfolio in compliance with the
order. There would be no ability by Fund shareholders to exchange
shares of Feeder Funds for shares of another feeder series of the
Master Fund.
---------------------------------------------------------------------------

    6. Applicants anticipate that a Creation Unit will consist of at
least 10,000 Shares. Applicants anticipate that the trading price of a
Share will range from $10 to $100. All orders to purchase Creation
Units must be placed with the Distributor by or through a party that
has entered into a participant agreement with the Distributor and the
transfer agent of the Fund (``Authorized Participant'') with respect to
the creation and redemption of Creation Units. An Authorized
Participant is either: (a) A Broker or other participant in the
Continuous Net Settlement System of the National Securities Clearing
Corporation (``NSCC''), a

clearing agency registered with the Commission and affiliated with the
Depository Trust Company (``DTC''), or (b) a participant in the DTC
(such participant, ``DTC Participant'').
    7. In order to keep costs low and permit each Fund to be as fully
invested as possible, Shares will be purchased and redeemed in Creation
Units and generally on an in-kind basis. Except where the purchase or
redemption will include cash under the limited circumstances specified
below, purchasers will be required to purchase Creation Units by making
an in-kind deposit of specified instruments (``Deposit Instruments''),
and shareholders redeeming their Shares will receive an in-kind
transfer of specified instruments (``Redemption Instruments'').\7\ On
any given Business Day \8\ the names and quantities of the instruments
that constitute the Deposit Instruments and the names and quantities of
the instruments that constitute the Redemption Instruments will be
identical, and these instruments may be referred to, in the case of
either a purchase or redemption, as the ``Creation Basket.'' In
addition, the Creation Basket will correspond pro rata to the positions
in a Fund's portfolio (including cash positions),\9\ except: (a) In the
case of bonds, for minor differences when it is impossible to break up
bonds beyond certain minimum sizes needed for transfer and settlement;
(b) for minor differences when rounding is necessary to eliminate
fractional shares or lots that are not tradeable round lots; \10\ or
(c) TBA Transactions,\11\ short positions and other positions that
cannot be transferred in kind \12\ will be excluded from the Creation
Basket.\13\ If there is a difference between NAV attributable to a
Creation Unit and the aggregate market value of the Creation Basket
exchanged for the Creation Unit, the party conveying instruments with
the lower value will also pay to the other an amount in cash equal to
that difference (the ``Cash Amount'').
---------------------------------------------------------------------------

    \7\ The Funds must comply with the federal securities laws in
accepting Deposit Instruments and satisfying redemptions with
Redemption Instruments, including that the Deposit Instruments and
Redemption Instruments are sold in transactions that would be exempt
from registration under the Securities Act of 1933 (``Securities
Act''). In accepting Deposit Instruments and satisfying redemptions
with Redemption Instruments that are restricted securities eligible
for resale pursuant to Rule 144A under the Securities Act, the Funds
will comply with the conditions of Rule 144A.
    \8\ Each Fund will sell and redeem Creation Units on any day the
Fund is open, including as required by section 22(e) of the Act
(each, a ``Business Day'').
    \9\ The portfolio used for this purpose will be the same
portfolio used to calculate the Fund's net asset value (``NAV'') for
that Business Day.
    \10\ A tradeable round lot for a security will be the standard
unit of trading in that particular type of security in its primary
market.
    \11\ A TBA Transaction is a method of trading mortgage-backed
securities. In a TBA Transaction, the buyer and seller agree on
general trade parameters such as agency, settlement date, par amount
and price.
    \12\ This includes instruments that can be transferred in kind
only with the consent of the original counterparty to the extent the
Fund does not intend to seek such consents.
    \13\ Because these instruments will be excluded from the
Creation Basket, their value will be reflected in the determination
of the Cash Amount (defined below).
---------------------------------------------------------------------------

    8. Purchases and redemptions of Creation Units may be made in whole
or in part on a cash basis, rather than in kind, solely under the
following circumstances: (a) To the extent there is a Cash Amount, as
described above; (b) if, on a given Business Day, a Fund announces
before the open of trading that all purchases, all redemptions or all
purchases and redemptions on that day will be made entirely in cash;
(c) if, upon receiving a purchase or redemption order from an
Authorized Participant, a Fund determines to require the purchase or
redemption, as applicable, to be made entirely in cash; (d) if, on a
given Business Day, a Fund requires all Authorized Participants
purchasing or redeeming Shares on that day to deposit or receive (as
applicable) cash in lieu of some or all of the Deposit Instruments or
Redemption Instruments, respectively, solely because: (i) Such
instruments are not eligible for transfer through either the NSCC or
DTC; or (ii) in the case of Funds holding non-U.S. investment (``Global
Funds''), such instruments are not eligible for trading due to local
trading restrictions, local restrictions on securities transfers or
other similar circumstances; or (e) if a Fund permits an Authorized
Participant to deposit or receive (as applicable) cash in lieu of some
or all of the Deposit Instruments or Redemption Instruments,
respectively, solely because: (i) Such instruments are, in the case of
the purchase of a Creation Unit, not available in sufficient quantity;
(ii) such instruments are not eligible for trading by an Authorized
Participant or the investor on whose behalf the Authorized Participant
is acting; or (iii) a holder of Shares of a Global Fund would be
subject to unfavorable income tax treatment if the holder receives
redemption proceeds in kind.\14\
---------------------------------------------------------------------------

    \14\ A ``custom order'' is any purchase or redemption of Shares
made in whole or in part on a cash basis in reliance on clause
(e)(i) or (e)(ii).
---------------------------------------------------------------------------

    9. Each Business Day, before the open of trading on a national
securities exchange, as defined in section 2(a)(26) of the Act (``Stock
Exchange''), on which Shares are listed, each Fund will cause to be
published through the NSCC the names and quantities of the instruments
comprising the Creation Basket, as well as the estimated Cash Amount
(if any), for that day. The published Creation Basket will apply until
a new Creation Basket is announced on the following Business Day, and
there will be no intra-day changes to the Creation Basket except to
correct errors in the published Creation Basket. The Stock Exchange
will disseminate every 15 seconds throughout the trading day an amount
representing, on a per Share basis, the sum of the current value of the
Portfolio Instruments that were publicly disclosed prior to the
commencement of trading in Shares on the Stock Exchange.
    10. A Fund may recoup the settlement costs charged by NSCC and DTC
by imposing a transaction fee on investors purchasing or redeeming
Creation Units (the ``Transaction Fee'').\15\ The Transaction Fee will
be borne only by purchasers and redeemers of Creation Units and will be
limited to amounts that have been determined appropriate by the Adviser
to defray the transaction expenses that will be incurred by a Fund when
an investor purchases or redeems Creation Units.\16\ All orders to
purchase Creation Units will be placed with the Distributor by or
through an Authorized Participant and the Distributor will transmit all
purchase orders to the relevant Fund. The Distributor will be
responsible for delivering a prospectus (``Prospectus'') to those
Authorized Participants purchasing Creation Units and for maintaining
records of both the orders placed with it and the confirmations of
acceptance furnished by it.
---------------------------------------------------------------------------

    \15\ Applicants are not requesting relief from section 18 of the
Act. Accordingly, a Master Fund may require a Transaction Fee
payment to cover expenses related to purchases or redemptions of the
Master Fund's shares by a Feeder Fund only if it requires the same
payment for equivalent purchases or redemptions by any other feeder
fund. Thus, for example, a Master Fund may require payment of a
Transaction Fee by a Feeder Fund for transactions for 20,000 or more
shares so long as it requires payment of the same Transaction Fee by
all feeder funds for transactions involving 20,000 or more shares.
    \16\ Where a Fund permits an in-kind purchaser to deposit cash
in lieu of depositing one or more Deposit Instruments, the purchaser
may be assessed a higher Transaction Fee to offset the cost to the
Fund of buying those particular Deposit Instruments. In all cases,
the Transaction Fee will be limited in accordance with the
requirements of the Commission applicable to open-end management
investment companies offering redeemable securities.
---------------------------------------------------------------------------

    11. Shares will be listed and traded at negotiated prices on a
Stock Exchange and traded in the secondary market. Applicants expect
that Stock Exchange

specialists or market makers (``Market Makers'') will be assigned to
Shares. The price of Shares trading on the Stock Exchange will be based
on a current bid/offer in the secondary market. Transactions involving
the purchases and sales of Shares on the Stock Exchange will be subject
to customary brokerage fees and charges.
    12. Applicants expect that purchasers of Creation Units will
include institutional investors and arbitrageurs. Market Makers, acting
in their unique role to provide a fair and orderly secondary market for
Shares, also may purchase Creation Units for use in their own market
making activities.\17\ Applicants expect that secondary market
purchasers of Shares will include both institutional and retail
investors.\18\ Applicants expect that arbitrage opportunities created
by the ability to continually purchase or redeem Creation Units at
their NAV per Share should ensure that the Shares will not trade at a
material discount or premium in relation to their NAV.
---------------------------------------------------------------------------

    \17\ If Shares are listed on The NASDAQ Stock Market LLC
(``Nasdaq'') or a similar electronic Stock Exchange (including NYSE
Arca), one or more member firms of that Stock Exchange will act as
Market Maker and maintain a market for Shares trading on that Stock
Exchange. On Nasdaq, no particular Market Maker would be
contractually obligated to make a market in Shares. However, the
listing requirements on Nasdaq, for example, stipulate that at least
two Market Makers must be registered in Shares to maintain a
listing. In addition, on Nasdaq and NYSE Arca, registered Market
Makers are required to make a continuous two-sided market or subject
themselves to regulatory sanctions. No Market Maker will be an
affiliated person or an affiliated person of an affiliated person,
of the Funds, except within the meaning of section 2(a)(3)(A) or (C)
of the Act due solely to ownership of Shares as discussed below.
    \18\ Shares will be registered in book-entry form only. DTC or
its nominee will be the record or registered owner of all
outstanding Shares. Beneficial ownership of Shares will be shown on
the records of DTC or DTC Participants.
---------------------------------------------------------------------------

    13. Shares will not be individually redeemable and owners of Shares
may acquire those Shares from a Fund, or tender such shares for
redemption to the Fund, in Creation Units only. To redeem, an investor
must accumulate enough Shares to constitute a Creation Unit. Redemption
requests must be placed by or through an Authorized Participant.
    14. Neither the Trust nor any Fund will be marketed or otherwise
held out as a ``mutual fund.'' Instead, each Fund will be marketed as
an ``actively-managed exchange-traded fund.'' In any advertising
material where features of obtaining, buying or selling Shares traded
on the Stock Exchange are described there will be an appropriate
statement to the effect that Shares are not individually redeemable.
    15. The Funds' Web site, which will be publicly available prior to
the public offering of Shares, will include a Prospectus and additional
quantitative information updated on a daily basis, including, on a per
Share basis for each Fund, the prior Business Day's NAV and the market
closing price or mid-point 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 Bid/Ask Price
against such NAV. On each Business Day, before commencement of trading
in Shares on the Stock Exchange, the Fund will disclose on its Web site
the identities and quantities of the Portfolio Instruments held by the
Fund (or its respective Master Fund) \19\ that will form the basis for
the Fund's calculation of NAV at the end of the Business Day.\20\ This
disclosure will look through any Wholly-Owned Subsidiary (defined
below) and identify the specific Portfolio Instruments held by that
entity.
---------------------------------------------------------------------------

    \19\ Feeder Funds will disclose information about the securities
and other assets held by the Master Fund.
    \20\ Applicants note that under accounting procedures followed
by the Funds, trades made on the prior Business Day will be booked
and reflected in NAV on the current Business Day. Accordingly, each
Fund will be able to disclose at the beginning of the Business Day
the portfolio that will form the basis for its NAV calculation at
the end of such Business Day.
---------------------------------------------------------------------------

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 (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 provisions 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 provision 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 holder, upon
its presentation to the issuer, is entitled to receive approximately a
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 each Fund to redeem
Shares in Creation Units only.\21\ Applicants state that investors may
purchase Shares in Creation Units from each Fund and redeem Creation
Units from each Fund. Applicants further state that because the market
price of Creation Units will be disciplined by arbitrage opportunities,
investors should be able to sell Shares in the secondary market at
prices that do not vary materially from their NAV.
---------------------------------------------------------------------------

    \21\ The Master Funds will not require relief from sections
2(a)(32) and 5(a)(1) because the Master Funds will issue
individually redeemable securities.
---------------------------------------------------------------------------

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 that 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 the 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.\22\
---------------------------------------------------------------------------

    \22\ The Master Funds will not require relief from section 22(d)
or rule 22c-1 because shares of the Master Funds will not trade at
negotiated prices in the secondary market.
---------------------------------------------------------------------------

    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 resulting from sales at different prices, and (c) assure
an orderly distribution system of investment company shares by
eliminating price competition from brokers 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 the Funds as parties and cannot 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 arbitrage activity should ensure that
the difference between the market price of Shares and their NAV remains
narrow.

Section 22(e) of the Act

    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 settlement of redemptions of Creation Units of Global
Funds is contingent not only on the settlement cycle of the U.S.
securities markets but also on the delivery cycles present in foreign
markets in which those Funds invest. Applicants have been advised that,
under certain circumstances, the delivery cycles for transferring
Portfolio Instruments to redeeming investors, coupled with local market
holiday schedules, will require a delivery process of up to 15 calendar
days. Applicants therefore request relief from section 22(e) in order
to provide 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
Instruments of each Global Fund customarily clear and settle, but in
all cases no later than 15 calendar days following the tender of a
Creation Unit.\23\
---------------------------------------------------------------------------

    \23\ Applicants acknowledge that no relief obtained from the
requirements of section 22(e) will affect any obligations that it
may otherwise 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 date.
---------------------------------------------------------------------------

    8. Applicants state that section 22(e) was designed to prevent
unreasonable, undisclosed and unforeseen delays in the actual payment
of redemption proceeds. Applicants assert that the requested relief
will not lead to the problems that section 22(e) was designed to
prevent. Applicants state that allowing redemption payments for
Creation Units of a Fund to be made within a maximum of 15 calendar
days would not be inconsistent with the spirit and intent of section
22(e).\24\ Applicants state each Global Fund's statement of additional
information (``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 redemptions in-kind.\25\
---------------------------------------------------------------------------

    \24\ Other feeder funds invested in any Master Fund are not
seeking, and will not rely on, the section 22(e) relief requested
herein.
    \25\ In addition, the requested exemption from section 22(e)
would only apply to in-kind redemptions by the Feeder Funds and
would not apply to in-kind redemptions by other feeder funds.
---------------------------------------------------------------------------

Section 12(d)(1) of the Act

    9. Section 12(d)(1)(A) of the Act prohibits a registered investment
company from acquiring shares of an investment company if the
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, or
any other broker or dealer from selling its 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 relief to permit Investing Funds to acquire
Shares in excess of the limits in section 12(d)(1)(A) of the Act and to
permit the Funds, their principal underwriters and any Broker to sell
Shares to Investing Funds in excess of the limits in section
12(d)(1)(B) of the Act. Applicants submit that the proposed conditions
to the requested relief address the concerns underlying the limits in
section 12(d)(1), which include concerns about undue influence,
excessive layering of fees and overly complex structures.
    11. Applicants submit that their proposed conditions address any
concerns regarding the potential for undue influence. To limit the
control that an Investing Fund may have over a Fund, applicants propose
a condition prohibiting the adviser of an Investing Management Company
(``Investing Fund Adviser''), sponsor of an Investing Trust
(``Sponsor''), any person controlling, controlled by, or under common
control with the Investing Fund Adviser or Sponsor, and any investment
company or issuer that would be an investment company but for sections
3(c)(1) or 3(c)(7) of the Act that is advised or sponsored by the
Investing Fund Adviser, the Sponsor, or any person controlling,
controlled by, or under common control with the Investing Fund Adviser
or Sponsor (``Investing 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 sub-adviser
to an Investing Management Company (``Investing Fund Sub-Adviser''),
any person controlling, controlled by or under common control with the
Investing Fund Sub-Adviser, and any investment company or issuer that
would be an investment company but for sections 3(c)(1) or 3(c)(7) of
the Act (or portion of such investment company or issuer) advised or
sponsored by the Investing Fund Sub-Adviser or any person controlling,
controlled by or under common control with the Investing Fund Sub-
Adviser

(``Investing Fund's Sub-Advisory Group'').
    12. Applicants propose a condition to ensure that no Investing Fund
or Investing Fund Affiliate \26\ (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, Investing Fund Adviser, Investing Fund Sub-
Adviser, employee or Sponsor of the Investing Fund, or a person of
which any such officer, director, member of an advisory board,
Investing Fund Adviser, Investing Fund Sub-Adviser, employee or Sponsor
is an affiliated person (except any person whose relationship to the
Fund is covered by section 10(f) of the Act is not an Underwriting
Affiliate).
---------------------------------------------------------------------------

    \26\ An ``Investing Fund Affiliate'' is any Investing Fund
Adviser, Investing Fund Sub-Adviser, Sponsor, promoter and principal
underwriter of an Investing Fund, and any person controlling,
controlled by or under common control with any of these entities.
``Fund Affiliate'' is an investment adviser, promoter, or principal
underwriter of a Fund or any person controlling, controlled by or
under common control with any of these entities.
---------------------------------------------------------------------------

    13. Applicants propose several conditions to address the potential
for layering of fees. Applicants note that the board of directors or
trustees of any Investing Management Company, including a majority of
the directors or trustees who are not ``interested persons'' within the
meaning of section 2(a)(19) of the Act (``disinterested directors or
trustees''), will be required to find that the advisory fees charged
under the contract are based on services provided that will be in
addition to, rather than duplicative of, services provided under the
advisory contract of any Fund in which the Investing Management Company
may invest. Applicants also state that any sales charges and/or service
fees charged with respect to shares of an Investing Fund will not
exceed the limits applicable to a fund of funds as set forth in NASD
Conduct Rule 2830.\27\
---------------------------------------------------------------------------

    \27\ Any reference to NASD Conduct Rule 2830 includes any
successor or replacement rule that may be adopted by the Financial
Industry Regulatory Authority.
---------------------------------------------------------------------------

    14. Applicants submit that the proposed arrangement will not create
an overly complex fund structure. Applicants note that a Fund will be
prohibited from acquiring 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, other than a
Wholly-Owned Subsidiary,\28\ 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.
---------------------------------------------------------------------------

    \28\ A Fund, or its respective Master Fund, may invest in a
wholly-owned subsidiary, organized under the laws of the Cayman
Islands as an exempted company or under the laws of another non-U.S.
jurisdiction (each, a ``Wholly-Owned Subsidiary''), in order to
pursue its investment objectives and/or ensure that the Fund remains
qualified as a registered investment company for U.S. federal income
tax purposes. Certain Wholly-Owned Subsidiaries may be investment
companies or excluded from the definition of investment company by
section 3(c)(1) or 3(c)(7) of the Act. For a Fund (or its respective
Master Fund) that invests in a Wholly-Owned Subsidiary, the Adviser
will serve as investment adviser to both the Fund (or its respective
Master Fund) and the Wholly-Owned Subsidiary. A Feeder Fund will not
invest in a Wholly-Owned Subsidiary.
---------------------------------------------------------------------------

    15. To ensure that an Investing Fund is aware of the terms and
conditions of the requested order, the Investing Funds must enter into
an agreement with the respective Funds (``FOF Participation
Agreement''). The FOF Participation Agreement will include an
acknowledgement from the Investing Fund that it may rely on the order
only to invest in a Fund and not in any other investment company.
    16. Applicants also are seeking relief from Sections 12(d)(1)(A)
and 12(d)(1)(B) to the extent necessary to permit the Feeder Funds to
perform creations and redemptions of Shares in-kind in a master-feeder
structure. Applicants assert that this structure is substantially
identical to traditional master-feeder structures permitted pursuant to
the exception provided in section 12(d)(1)(E) of the Act. Section
12(d)(1)(E) provides that the percentage limitations of sections
12(d)(1)(A) and (B) will not apply to a security issued by an
investment company (in this case, the shares of the applicable Master
Fund) if, among other things, that security is the only investment
security held in the investing fund's portfolio (in this case, the
Feeder Fund's portfolio). Applicants believe the proposed master-feeder
structure complies with section 12(d)(1)(E) because each Feeder Fund
will hold only investment securities issued by its corresponding Master
Fund; however, the Feeder Funds may receive securities other than
securities of its corresponding Master Fund if a Feeder Fund accepts an
in-kind creation. To the extent that a Feeder Fund may be deemed to be
holding both shares of the Master Fund and other securities, applicants
request relief from sections 12(d)(1)(A) and (B). The Feeder Funds
would operate in compliance with all other provisions of section
12(d)(1)(E).

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 purchasing any security from the company. Section 2(a)(3) of the Act
defines ``affiliated person'' to include 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 and any
person directly or indirectly controlling, controlled by, or under
common control with, the other person. Section 2(a)(9) of the Act
defines ``control'' as the power to exercise a controlling influence
over the management or policies of a company and provides that a
control relationship will be presumed where one person owns more than
25% of another person's voting securities. Each Fund may be deemed to
be controlled by an Adviser and hence affiliated persons of each other.
In addition, the Funds may be deemed to be under common control with
any other registered investment company (or series thereof) advised by
an Adviser (an ``Affiliated Fund'').
    18. Applicants request an exemption under sections 6(c) and 17(b)
of the Act from sections 17(a)(1) and 17(a)(2) of the Act to permit in-
kind purchases and redemptions of Creation Units by persons that are
affiliated persons or second tier affiliates of the Funds 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 Affiliated Funds.\29\ Applicants also request an
exemption in order to permit a Fund to sell its Shares to and redeem
its Shares from, and engage in the in-kind transactions that would
accompany such sales and redemptions with, certain Investing Funds of
which the Funds are affiliated persons or second-tier affiliates.\30\
---------------------------------------------------------------------------

    \29\ Applicants are not seeking relief from section 17(a) for,
and the requested relief will not apply to, transactions where a
Fund could be deemed an affiliated person, or an affiliated person
of an affiliated person, of an Investing Fund because an investment
adviser to the Funds is also an investment adviser to an Investing
Fund.
    \30\ To the extent that purchases and sales of Shares occur in
the secondary market and not through principal transactions directly
between an Investing Fund and a Fund, relief from section 17(a)
would not be necessary. However, the requested relief would apply to
direct sales of Shares in Creation Units by a Fund to an Investing
Fund and redemptions of those Shares. The requested relief is also
intended to cover the in-kind transactions that may accompany such
sales and redemptions. Applicants are not seeking relief from
section 17(a) for, and the requested relief will not apply to,
transactions where a Fund could be deemed an affiliated person, or
an affiliated person of an affiliated person, of an Investing Fund
because an investment adviser to the Funds is also an investment
adviser to an Investing Fund.

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

    19. Applicants assert that no useful purpose would be served by
prohibiting such affiliated persons from making in-kind purchases or
in-kind redemptions of Shares of a Fund in Creation Units. Absent the
unusual circumstances discussed in the application, the Deposit
Instruments and Redemption Instruments available for a Fund will be the
same for all purchasers and redeemers, respectively, and will
correspond pro rata to the Fund's Portfolio Instruments. The deposit
procedures for in-kind purchases of Creation Units and the redemption
procedures for in-kind redemptions will be the same for all purchases
and redemptions. Deposit Instruments and Redemption Instruments will be
valued in the same manner as those Portfolio Instruments currently held
by the relevant Funds, and the valuation of the Deposit Instruments and
Redemption Instruments will be made in the same manner and on the same
terms for all, regardless of the identity of the purchaser or redeemer.
Applicants do not believe that in-kind purchases and redemptions will
result in abusive self-dealing or overreaching of the Fund.
    20. Applicants also submit that the sale of Shares to and
redemption of Shares from an Investing Fund meets the standards for
relief under sections 17(b) and 6(c) of the Act. Applicants note that
any consideration paid for the purchase or redemption of Shares
directly from a Fund will be based on the NAV of the Fund in accordance
with policies and procedures set forth in the Fund's registration
statement.\31\ The FOF Participation Agreement will require any
Investing Fund that purchases Creation Units directly from a Fund to
represent that the purchase of Creation Units from a Fund by an
Investing Fund will be accomplished in compliance with the investment
restrictions of the Investing Fund and will be consistent with the
investment policies set forth in the Investing Fund's registration
statement. Applicants also state that the proposed transactions are
consistent with the general purposes of the Act and appropriate in the
public interest.
---------------------------------------------------------------------------

    \31\ Applicants acknowledge that the receipt of compensation by
(a) an affiliated person of an Investing Fund, or an affiliated
person of such person, for the purchase by the Investing Fund of
Shares of the Fund 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 Investing Fund, may be prohibited by section 17(e)(1)
of the Act. The FOF Participation Agreement also will include this
acknowledgment.
---------------------------------------------------------------------------

    21. In addition, to the extent that a Fund operates in a master-
feeder structure, applicants also request relief permitting the Feeder
Funds to engage in in-kind creations and redemptions with the
applicable Master Fund. Applicants state that the request for relief
described above would not be sufficient to permit such transactions
because the Feeder Funds and the applicable Master Fund could also be
affiliated by virtue of having the same investment adviser. However,
applicants believe that in-kind creations and redemptions between a
Feeder Fund and a Master Fund advised by the same investment adviser do
not involve ``overreaching'' by an affiliated person. Applicants
represent that such transactions will occur only at the Feeder Fund's
proportionate share of the Master Fund's net assets, and the
distributed securities will be valued in the same manner as they are
valued for the purposes of calculating the applicable Master Fund's
NAV. Further, all such transactions will be effected with respect to
predetermined securities and on the same terms with respect to all
investors. Finally, such transaction would only occur as a result of,
and to effectuate, a creation or redemption transaction between the
Feeder Fund and a third-party investor. Applicants state that, in
effect, the Feeder Fund will serve as a conduit through which creation
and redemption orders by Authorized Participants will be effected.

Applicants' Conditions

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

A. ETF Relief

    1. As long as a Fund operates in reliance on the requested order,
the Shares of the Fund will be listed on a Stock 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 the Shares are
not individually redeemable and that owners of the Shares may acquire
those Shares from the Fund and tender those Shares for redemption to
the 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 Bid/
Ask Price, and a calculation of the premium or discount of the market
closing price or Bid/Ask Price against such NAV.
    4. On each Business Day, before commencement of trading in Shares
on the Stock Exchange, the Fund will disclose on its Web site the
identities and quantities of the Portfolio Instruments held by the Fund
(or its respective Master Fund) that will form the basis for the Fund's
calculation of NAV at the end of the Business Day.
    5. The Adviser or any Sub-Adviser, directly or indirectly, will not
cause any Authorized Participant (or any investor on whose behalf an
Authorized Participant may transact with the Fund) to acquire any
Deposit Instrument for the Fund, or its respective Master Fund, through
a transaction in which the Fund, or its respective Master Fund, could
not engage directly.
    6. 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 actively-managed ETFs, other than
the Master-Feeder Relief.

B. Section 12(d)(1) Relief

    1. The members of the Investing Fund's Advisory Group will not
control (individually or in the aggregate) a Fund (or its respective
Master Fund) within the meaning of section 2(a)(9) of the Act. The
members of the Investing Fund's Sub-Advisory Group will not control
(individually or in the aggregate) a Fund (or its respective Master
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
Investing Fund's Advisory Group or the Investing Fund's Sub-Advisory
Group, each in the aggregate, becomes a holder of more than 25 percent
of the outstanding voting securities of a Fund, it will vote its Shares
of the Fund in the same proportion as the vote of all other holders of
the Fund's Shares. This condition does not apply to the Investing
Fund's Sub-Advisory Group with respect to a Fund (or its respective
Master Fund) for which the Investing Fund Sub-Adviser or a person
controlling, controlled by or under common control with the Investing
Fund Sub-Adviser acts as the investment adviser within the meaning of
section 2(a)(20)(A) of the Act.

    2. No Investing Fund or Investing Fund Affiliate will cause any
existing or potential investment by the Investing Fund in a Fund to
influence the terms of any services or transactions between the
Investing Fund or an Investing Fund Affiliate and the Fund (or its
respective Master Fund) or a Fund Affiliate.
    3. The board of directors or trustees of an Investing Management
Company, including a majority of the independent directors or trustees,
will adopt procedures reasonably designed to ensure that the Investing
Fund Adviser and any Investing Fund Sub-Adviser are conducting the
investment program of the Investing Management Company without taking
into account any consideration received by the Investing Management
Company or an Investing Fund Affiliate from a Fund (or its respective
Master Fund) or a Fund Affiliate in connection with any services or
transactions.
    4. Once an investment by an Investing Fund in the Shares of a Fund
exceeds the limit in section 12(d)(1)(A)(i) of the Act, the Board of a
Fund (or its respective Master Fund), including a majority of the
independent directors or trustees, will determine that any
consideration paid by the Fund (or its respective Master Fund) to the
Investing Fund or an Investing Fund Affiliate in connection with any
services or transactions: (i) Is fair and reasonable in relation to the
nature and quality of the services and benefits received by the Fund
(or its respective Master Fund); (ii) is within the range of
consideration that the Fund (or its respective Master Fund) would be
required to pay to another unaffiliated entity in connection with the
same services or transactions; and (iii) 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 (or its
respective Master Fund) and its investment adviser(s), or any person
controlling, controlled by or under common control with such investment
adviser(s).
    5. The Investing Fund Adviser, or Trustee or Sponsor, as
applicable, will waive fees otherwise payable to it by the Investing
Fund in an amount at least equal to any compensation (including fees
received pursuant to any plan adopted by a Fund (or its respective
Master Fund) under rule 12b-1 under the Act) received from a Fund (or
its respective Master Fund) by the Investing Fund Adviser, or Trustee
or Sponsor, or an affiliated person of the Investing Fund Adviser, or
Trustee or Sponsor, other than any advisory fees paid to the Investing
Fund Adviser, or Trustee, or Sponsor, or its affiliated person by the
Fund (or its respective Master Fund), in connection with the investment
by the Investing Fund in the Fund. Any Investing Fund Sub-Adviser will
waive fees otherwise payable to the Investing Fund Sub-Adviser,
directly or indirectly, by the Investing Management Company in an
amount at least equal to any compensation received from a Fund (or its
respective Master Fund) by the Investing Fund Sub-Adviser, or an
affiliated person of the Investing Fund Sub-Adviser, other than any
advisory fees paid to the Investing Fund Sub-Adviser or its affiliated
person by the Fund (or its respective Master Fund), in connection with
the investment by the Investing Management Company in the Fund made at
the direction of the Investing Fund Sub-Adviser. In the event that the
Investing Fund Sub-Adviser waives fees, the benefit of the waiver will
be passed through to the Investing Management Company.
    6. No Investing Fund or Investing Fund Affiliate (except to the
extent it is acting in its capacity as an investment adviser to a Fund
(or its respective Master Fund)) will cause a Fund (or its respective
Master Fund) to purchase a security in an Affiliated Underwriting.
    7. The Board of a Fund (or its respective Master Fund), including a
majority of the independent directors or trustees, will adopt
procedures reasonably designed to monitor any purchases of securities
by the Fund (or its respective Master Fund) in an Affiliated
Underwriting, once an investment by an Investing 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 Investing Fund in the Fund. The
Board will consider, among other things: (i) Whether the purchases were
consistent with the investment objectives and policies of the Fund (or
its respective Master Fund); (ii) 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 (iii) whether the amount of
securities purchased by the Fund (or its respective Master 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.
    8. Each Fund (or its respective Master 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 Investing 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 Board's determinations were made.
    9. Before investing in a Fund in excess of the limits in section
12(d)(1)(A), an Investing Fund will execute a FOF Participation
Agreement with the Fund stating that their respective boards of
directors or trustees and their investment advisers, or Trustee and
Sponsor, 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 of a Fund in excess of the limit
in section 12(d)(1)(A)(i), an Investing Fund will notify the Fund of
the investment. At such time, the Investing Fund will also transmit to
the Fund a list of the names of each Investing Fund Affiliate and
Underwriting Affiliate. The Investing Fund will notify the Fund of any
changes to the list as soon as reasonably practicable after a change
occurs. The Fund and the Investing Fund will maintain and preserve a
copy of the order, the FOF Participation 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.
    10. Before approving any advisory contract under section 15 of the
Act, the board of directors or trustees of each Investing Management
Company, including a majority of the independent directors or trustees,
will find that the advisory fees charged under such 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 (or its respective
Master Fund) in which the Investing Management Company may invest.
These findings and their basis will be recorded fully in the minute
books of the appropriate Investing Management Company.
    11. Any sales charges and/or service fees charged with respect to
shares of an Investing Fund will not exceed the limits applicable to a
fund of funds as set forth in NASD Conduct Rule 2830.
    12. No Fund (or its respective Master Fund) relying on the section
12(d)(1) relief will 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, other than any
Wholly-Owned Subsidiary, and except to the extent (i) permitted by
exemptive relief from the Commission permitting the Fund (or its
respective Master Fund) to purchase shares of other investment
companies for short-term cash management purposes or (ii) the Fund
acquires securities of the Master Fund pursuant to the Master-Feeder
Relief.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2015-01749 Filed 1-29-15; 8:45 am]
BILLING CODE 8011-01-P


Comment Info: =================

General Comment:In reference to regulation regarding ecigerettes;
A 75 day period time to review the proposed regulations is insufficient. I am requesting that the review period be extended to 180 days.
Thank you for your time


[Federal Register Volume 79, Number 66 (Monday, April 7, 2014)]
[Rules and Regulations]
[Pages 18999-19001]
[FR Doc No: 2014-07564]

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

ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R05-OAR-2009-0805; FRL-9908-70-Region 5]

Approval of Air Quality Implementation Plans; Indiana; Ohio;
``Infrastructure'' SIP State Board Requirements for the 2006 24-Hour
PM2.5 NAAQS

AGENCY: Environmental Protection Agency (EPA).

ACTION: Final rule.

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

SUMMARY: Pursuant to its authority under the Clean Air Act (CAA), the
Environmental Protection Agency (EPA) is taking final action to approve
elements of state implementation plan (SIP) submissions by the Indiana
Department of Environmental Management (IDEM) and the Ohio
Environmental Protection Agency (Ohio EPA) to address the section 110
requirements of the CAA for the 2006 24-hour fine particle National
Ambient Air Quality Standards (2006 PM2.5 NAAQS). The SIPs
under section 110 of the CAA are often referred to as the
``infrastructure'' SIP, and specifically we are finalizing approval of
portions of these states' submissions intended to meet the applicable
state board requirements obligated by section 128 of the CAA. The
proposed rule associated with this final action was published on
February 7, 2014, and we received no comments.

DATES: This final rule is effective on May 7, 2014.

ADDRESSES: EPA has established a docket for this action under Docket ID
No. EPA-R05-OAR-2009-0805. All documents in the docket are listed in
the www.regulations.gov index. Although listed in the index, some
information is not publicly available, e.g., Confidential Business
Information or other information whose disclosure is restricted by
statute. Certain other material, such as copyrighted material, will be
publicly-available only in hard copy. Publicly-available docket
materials are available either electronically in www.regulations.gov or
in hard copy at the U.S. Environmental Protection Agency, Region 5, Air
and Radiation Division, 77 West Jackson Boulevard, Chicago, Illinois
60604. This facility is open from 8:30 a.m. to 4:30 p.m., Monday
through Friday, excluding Federal holidays. We recommend that you
telephone Andy Chang at<PHONE_NUMBER> before visiting the Region 5
office.

FOR FURTHER INFORMATION CONTACT: Andy Chang, Environmental Engineer,
Attainment Planning and Maintenance Section, Air Programs Branch (AR-
18J), U.S. Environmental Protection Agency, Region 5, 77 West Jackson
Boulevard, Chicago, Illinois 60604,<PHONE_NUMBER><EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: Throughout this document whenever ``we,''
``us,'' or ``our'' is used, we mean EPA. This supplementary information
section is arranged as follows:

I. What is the background for this action?
II. What action is EPA taking?
III. Statutory and Executive Order Reviews

I. What is the background for this action?

    Under sections 110(a)(1) and (2) of the CAA, and implementing EPA
policy, states are required to submit to EPA infrastructure SIPs to
ensure that their SIPs provide for implementation, maintenance, and
enforcement of the NAAQS, including the 2006 PM2.5 NAAQS.
These submissions must contain any revisions needed for meeting the
applicable SIP requirements of section 110(a)(2), or certifications
that their existing SIPs already met those requirements.
    EPA highlighted this statutory requirement in an October 2, 2007,
guidance document entitled ``Guidance on SIP Elements Required Under
Sections 110(a)(1) and (2) for the 1997 8-hour Ozone and
PM2.5 National Ambient Air Quality Standards'' (2007 Memo).
On September 25, 2009, EPA issued additional guidance pertaining to the
2006 PM2.5 NAAQS entitled ``Guidance on SIP Elements
Required Under Sections 110(a)(1) and (2) for the 2006 24-Hour Fine
Particle (PM2.5) National Ambient Air Quality Standards
(NAAQS)'' (2009 Memo).
    On October 29, 2012, EPA finalized its approval of the majority of
the infrastructure SIP elements for Indiana and Ohio with respect to
the 2006 PM2.5 NAAQS (see 77 FR 65478). However, we took no
action on the state board requirements of section 110(a)(2)(E)(ii);
instead, we committed to address compliance with these requirements at
a later time (see 77 FR 65478 at 75480). EPA's February 7, 2014,
proposed rulemaking and today's final action fulfill that commitment.
    To assist states with addressing the state board requirements of
section 110(a)(2)(E)(ii), EPA issued ``Guidance on Infrastructure SIP
Elements Required

Under Sections 110(a)(1) and (2) for the 2008 Lead (Pb) National
Ambient Air Quality Standards (NAAQS)'' (2011 Memo) and most recently,
``Guidance on Infrastructure SIP Elements Under Clean Air Act Sections
110(a)(1) and 110(a)(2)'' (2013 Memo). Notably, the 2013 Memo specifies
that the state board requirements are not NAAQS specific, i.e., the
requirements are identical for each NAAQS. EPA's February 7, 2014,
proposed rulemaking (see 79 FR 7410) detailed how Indiana and Ohio have
met the applicable requirements of section 110(a)(2)(E)(ii), and no
comments were received regarding the proposal to approve these states'
satisfaction of those requirements.

II. What action is EPA taking?

    For the reasons discussed in our February 7, 2014, proposed
rulemaking, EPA is taking final action to approve submissions from IDEM
and Ohio as meeting the state board requirements under section
110(a)(2)(E)(ii) for the 2006 PM2.5 NAAQS. To reiterate,
this action does not extend to any other NAAQS, nor does it extend to
any other element under section 110(a)(1) and (2) for the 2006
PM2.5 NAAQS.

III. Statutory and Executive Order Reviews

    Under the CAA, the Administrator is required to approve a SIP
submission that complies with the provisions of the CAA and applicable
Federal regulations. 42 U.S.C. 7410(k); 40 CFR 52.02(a). Thus, in
reviewing SIP submissions, EPA's role is to approve state choices,
provided that they meet the criteria of the CAA. Accordingly, this
action merely approves state law as meeting Federal requirements and
does not impose additional requirements beyond those imposed by state
law. For that reason, this action:
     Is not a ``significant regulatory action'' subject to
review by the Office of Management and Budget under Executive Order
12866 (58 FR 51735, October 4, 1993);
     does not impose an information collection burden under the
provisions of the Paperwork Reduction Act (44 U.S.C. 3501 et seq.);
     is certified as not having a significant economic impact
on a substantial number of small entities under the Regulatory
Flexibility Act (5 U.S.C. 601 et seq.);
     does not contain any unfunded mandate or significantly or
uniquely affect small governments, as described in the Unfunded
Mandates Reform Act of 1995 (Pub. L. 104-4);
     does not have Federalism implications as specified in
Executive Order 13132 (64 FR 43255, August 10, 1999);
     is not an economically significant regulatory action based
on health or safety risks subject to Executive Order 13045 (62 FR
19885, April 23, 1997);
     is not a significant regulatory action subject to
Executive Order 13211 (66 FR 28355, May 22, 2001);
     is not subject to requirements of Section 12(d) of the
National Technology Transfer and Advancement Act of 1995 (15 U.S.C. 272
note) because application of those requirements would be inconsistent
with the CAA; and
     does not provide EPA with the discretionary authority to
address, as appropriate, disproportionate human health or environmental
effects, using practicable and legally permissible methods, under
Executive Order 12898 (59 FR 7629, February 16, 1994).
    In addition, this rule does not have Tribal implications as
specified by Executive Order 13175 (65 FR 67249, November 9, 2000),
because the SIP is not approved to apply in Indian country located in
the state, and EPA notes that it will not impose substantial direct
costs on Tribal governments or preempt Tribal law.
    The Congressional Review Act, 5 U.S.C. 801 et seq., as added by the
Small Business Regulatory Enforcement Fairness Act of 1996, generally
provides that before a rule may take effect, the agency promulgating
the rule must submit a rule report, which includes a copy of the rule,
to each House of the Congress and to the Comptroller General of the
United States. EPA will submit a report containing this action and
other required information to the U.S. Senate, the U.S. House of
Representatives, and the Comptroller General of the United States prior
to publication of the rule in the Federal Register. A major rule cannot
take effect until 60 days after it is published in the Federal
Register. This action is not a ``major rule'' as defined by 5 U.S.C.
804(2).
    Under section 307(b)(1) of the CAA, petitions for judicial review
of this action must be filed in the United States Court of Appeals for
the appropriate circuit by June 6, 2014. Filing a petition for
reconsideration by the Administrator of this final rule does not affect
the finality of this action for the purposes of judicial review nor
does it extend the time within which a petition for judicial review may
be filed, and shall not postpone the effectiveness of such rule or
action. Parties with objections to this direct final rule are
encouraged to file a comment in response to the parallel notice of
proposed rulemaking for this action published in the Proposed Rules
section of today's Federal Register, rather than file an immediate
petition for judicial review of this direct final rule, so that EPA can
withdraw this direct final rule and address the comment in the proposed
rulemaking. This action may not be challenged later in proceedings to
enforce its requirements. (See section 307(b)(2).)

List of Subjects in 40 CFR Part 52

    Environmental protection, Air pollution control, Incorporation by
reference, Intergovernmental relations, Particulate matter, Reporting
and recordkeeping requirements.

    Dated: March 17, 2014.
Susan Hedman,
Regional Administrator, Region 5.

    40 CFR part 52 is amended as follows:

PART 52--APPROVAL AND PROMULGATION OF IMPLEMENTATION PLANS

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

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

0
2. In Sec.  52.770 the table in paragraph (e) is amended by revising
the entry for ``Section 110(a)(2) Infrastructure Requirements for the
2006 24-Hour PM2.5 NAAQS''.
    The revised text reads as follows:

Sec.  52.770  Identification of plan.

* * * * *
    (e) * * *

                       EPA-Approved Indiana Nonregulatory and Quasi-Regulatory Provisions
----------------------------------------------------------------------------------------------------------------
                 Title                   Indiana date          EPA Approval                 Explanation
----------------------------------------------------------------------------------------------------------------

                                                  * * * * * * *
Section 110(a)(2) Infrastructure           10/20/2009,  7/10/2013, 78 FR 41311...  This action addresses the
 Requirements for the 2006 24-Hour          6/25/2012,                              following CAA elements:
 PM2.5 NAAQS.                                7/12/2012                              110(a)(2)(A), (B), (C),
                                                                                (D)(i)(II), (D)(ii), (E),
                                                                                (F), (G), (H), (J), (K),
                                                                                (L), and (M). We are
                                                                                finalizing approval of the
                                                                                PSD source impact analysis
                                                                                requirements of section
                                                                                110(a)(2)(C), (D)(i)(II),
                                                                                and (J), but are not
                                                                                finalizing action on the
                                                                                visibility protection
                                                                                requirements of (D)(i)(II),
                                                                                and the state board
                                                                                requirements of (E)(ii). We
                                                                                will address these
                                                                                requirements in a separate
                                                                                action.
                                             5/22/2013  4/7/2014, [INSERT PAGE     This action addresses the
                                                         NUMBER WHERE THE           following CAA elements:
                                                         DOCUMENT BEGINS].          State board requirements of
                                                                                section 110(a)(2)(E)(ii).

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

0
3. Section 52.1891 is amended by adding paragraph (d) to read as
follows:

Sec.  52.1891  Section 110(a)(2) infrastructure requirements.

* * * * *
    (d) Approval--In a June 7, 2013, submission, Ohio certified that
the state has satisfied the infrastructure SIP requirements of section
110(a)(2)(E)(ii) for the 2006 24-hour PM2.5 NAAQS.

[FR Doc. 2014-07564 Filed 4-4-14; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 88, Number 84 (Tuesday, May 2, 2023)]
[Notices]
[Pages 27559-27560]
[FR Doc No: 2023-09250]

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

DEPARTMENT OF TRANSPORTATION

Federal Motor Carrier Safety Administration

[Docket No. FMCSA-2022-0209]

Women of Trucking Advisory Board (WOTAB); Notice of Public
Meeting

AGENCY: Federal Motor Carrier Safety Administration (FMCSA), Department
of Transportation (DOT).

ACTION: Notice of public meeting.

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

SUMMARY: This notice announces a meeting of the WOTAB.

DATES: The meeting will be held on Tuesday, May 16, 2023, from 10 a.m.
to 4:30 p.m. ET. Requests for accommodations for a disability must be
received by Tuesday, May 9. Requests to submit written materials for
consideration during the meeting must be received no later than
Tuesday, May 9.

ADDRESSES: The meeting will be held virtually for its entirety. Please
register in advance of the meeting at www.fmcsa.dot.gov/wotab. Copies
of WOTAB task statements and an agenda for the entire meeting will be
made available at www.fmcsa.dot.gov/wotab at least 1 week in advance of
the meeting. Once approved, copies of the meeting minutes will be
available at the website following the meeting. You may visit the WOTAB
website at www.fmcsa.dot.gov/wotab for further information on the
committee and its activities.

FOR FURTHER INFORMATION CONTACT: Ms. Shannon L. Watson, Designated
Federal Officer, WOTAB, FMCSA, 1200 New Jersey Avenue SE, Washington,
DC 20590,<PHONE_NUMBER>, [email protected]. Any committee-related request
should be sent to the person listed in this section.

SUPPLEMENTARY INFORMATION:

I. Background

    WOTAB was created under the Federal Advisory Committee Act (FACA)
in accordance with section 23007(d)(1) of the Bipartisan Infrastructure
Law (BIL) (Pub. L. 117-58), which requires the Federal Motor

Carrier Safety Administration (FMCSA) to establish WOTAB. WOTAB will
review and report on policies that provide education, training,
mentorship, and outreach to women in the trucking industry and identify
barriers and industry trends that directly or indirectly discourage
women from pursuing and retaining careers in trucking.
    WOTAB operates in accordance with FACA under the terms of the WOTAB
charter, filed February 11, 2022.

II. Agenda

    The agenda will cover the following topics:
     WOTAB will review and conclude its deliberations on Task
22-1, Crime Prevention for Women Drivers of Commercial Motor Vehicles,
and finalize its report.
     WOTAB will begin consideration of Task 23-1, Barriers to
the Participation of Women Minority Groups and Women Who Live in Rural,
Suburban, or Urban Areas Women to Entering the Trucking Workforce.
     For each topic, FMCSA will include presentations by Agency
experts and those in the field under discussion.

III. Public Participation

    The meeting will be open to the public via virtual platform.
Advance registration via the website is required.
    DOT is committed to providing equal access to this meeting for all
participants. If you need alternative formats or services due to a
disability, such as sign language interpretation or other ancillary
aids, please contact the person listed in the FOR FURTHER INFORMATION
CONTACT section by Tuesday, May 9.
    Oral comments from the public will be heard during designated
comment periods at the discretion of the WOTAB chair and Designated
Federal Officer. To accommodate as many speakers as possible, the time
for each commenter may be limited. Speakers are requested to submit a
written copy of their remarks for inclusion in the meeting records and
for circulation to WOTAB members. All prepared remarks submitted on
time will be accepted and considered as part of the record. Any member
of the public may present a written statement to the committee at any
time.

Larry W. Minor,
Associate Administrator for Policy.
[FR Doc. 2023-09250 Filed 5-1-23; 8:45 am]
BILLING CODE 4910-EX-P


[Federal Register Volume 78, Number 140 (Monday, July 22, 2013)]
[Notices]
[Page 43959]
[FR Doc No: 2013-17635]

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

SECURITIES AND EXCHANGE COMMISSION

[File No. 500-1]

In the Matter of American Technologies Group, Inc., Bonanza Oil &
Gas, Inc., and Gulf Coast Oil & Gas, Inc.; Order of Suspension of
Trading

July 18, 2013.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
American Technologies Group, Inc. because it has not filed any periodic
reports since the period ended April 30, 2010.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Bonanza Oil & Gas, Inc. because it has not filed any periodic reports
since the period ended June 30, 2010.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Gulf Coast Oil & Gas, Inc. because it has not filed any periodic
reports since the period ended June 30, 2008.
    The Commission is of the opinion that the public interest and the
protection of investors require a suspension of trading in the
securities of the above-listed companies. Therefore, it is ordered,
pursuant to Section 12(k) of the Securities Exchange Act of 1934, that
trading in the securities of the above-listed companies is suspended
for the period from 9:30 a.m. EDT on July 18, 2013, through 11:59 p.m.
EDT on July 31, 2013.

    By the Commission.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2013-17635 Filed 7-18-13; 4:15 pm]
BILLING CODE 8011-01-P


[Federal Register Volume 83, Number 142 (Tuesday, July 24, 2018)]
[Rules and Regulations]
[Pages 34949-34951]
[FR Doc No: 2018-15727]

=======================================================================
-----------------------------------------------------------------------

ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R09-OAR-2018-0171; FRL-9980-01--Region 9]

Approval of California Plan Revisions; Northern Sonoma County Air
Pollution Control District; Stationary Source Permits

AGENCY: Environmental Protection Agency (EPA).

ACTION: Final rule.

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

SUMMARY: The Environmental Protection Agency (EPA) is taking final
action to approve revisions to the Northern Sonoma County Air Pollution
Control District (NSCAPCD or District) portion of the California State
Implementation Plan (SIP). These revisions concern the District's
prevention of significant deterioration (PSD) permitting program for
new and modified sources of air pollution. We are approving local rules
under the Clean Air Act (CAA or the Act).

DATES: This rule is effective on August 23, 2018.

ADDRESSES: The EPA has established a docket for this action under
Docket ID No. EPA-R09-OAR-2018-0171. All documents in the docket are
listed on the http://www.regulations.gov website. Although listed in
the index, some information is not publicly available, e.g.,
Confidential Business Information (CBI) or other information whose
disclosure is restricted by statute. Certain other material, such as
copyrighted material, is not placed on the internet and will be
publicly available only in hard copy form. Publicly available docket
materials are available through http://www.regulations.gov, or please
contact the person identified in the FOR FURTHER INFORMATION CONTACT
section for additional availability information.

FOR FURTHER INFORMATION CONTACT: T. Khoi Nguyen, EPA Region IX, (415)
947-4120, [email protected].

SUPPLEMENTARY INFORMATION: Throughout this document, ``we,'' ``us'' and
``our'' refer to the EPA.

Table of Contents

I. Proposed Action
II. Public Comments and EPA Responses
III. EPA Action
IV. Incorporation by Reference
V. Statutory and Executive Order Reviews

I. Proposed Action

    On April 4, 2018, the EPA proposed an approval of Rules 130--
Definitions, 220--New Source Review, and 230--Action on Applications,
as noted in Table 1, submitted by the California Air Resources Board
(CARB) for incorporation into the NSCAPCD portion of the California
SIP. 81 FR 69390. Table 1 also lists the dates the rules were adopted
by the NSCAPCD and submitted by CARB, which is the governor's designee
for California SIP submittals.

                                            Table 1--Submitted Rules
----------------------------------------------------------------------------------------------------------------
             Local agency                  Rule No.            Rule title             Amended        Submitted
----------------------------------------------------------------------------------------------------------------
NSCAPCD...............................             130  Definitions.............        5/3/2017         6/12/17
NSCAPCD...............................             220  New Source Review.......        5/3/2017         6/12/17
NSCAPCD...............................             230  Action on Applications..        5/3/2017         6/12/17
----------------------------------------------------------------------------------------------------------------

    Rules 130, 220, and 230 contain the requirements for review and
permitting of individual stationary sources in the NSCAPCD. We proposed
to approve these rules because we determined that they comply with the
relevant CAA requirements. The changes the District made to the rules
listed above resolve the limited disapproval issues identified in a
previous action. 81 FR 69390 (October 6, 2016). The EPA listed four
items that need addressing for the three rules with limited approval to
become fully approved--listing lead as a pollutant and indicating a
significant emission rate, requiring provisions for air quality
modeling based on applicable models, databases, and other requirements
as specified in Part 51 Appendix W, correcting a typographic error, and
including specific language regarding source obligations. The revisions
to the three submitted rules address these four deficiencies.
    We are now finalizing approval of Rules 130, 220, and 230 because
we have determined these rules satisfy all of the statutory and
regulatory requirements for an NSR permit program (including the PSD
program) as set forth in the applicable provisions of part C of title I
of the Act and in 40 CFR 51.165 and 40 CFR 51.307.
    Our proposed action contains more information on the rule and our
evaluation.

II. Public Comments and EPA Responses

    The EPA's proposed action provided a 30-day public comment period.
During this period, we received six comments. Only one comment
pertained to the action. This comment was submitted by the NSCAPCD
expressing support for the EPA's proposed action. The NSCAPCD states
that this action will help the District maintain its portion of the
California SIP in good standing. The EPA thanks the NSCAPCD for its
support of our proposed action.
    The comments have been added to the docket for this action and are
accessible at www.regulations.gov.

III. EPA Action

    No comments were submitted that change our assessment of the rule
as described in our proposed action. Therefore, as authorized in
section 110(k)(3) of the Act, the EPA is fully approving this rule into
the California SIP.

IV. Incorporation by Reference

    In this rule, the EPA is finalizing regulatory text that includes
incorporation by reference. In accordance with requirements of 1 CFR
51.5, the EPA is finalizing the incorporation by reference of the
NSCAPCD rules described in the amendments to 40 CFR part 52 set forth
below. The EPA has made, and will continue to make, these documents
available through www.regulations.gov and at the EPA Region IX Office
(please contact the person identified in the FOR FURTHER INFORMATION
CONTACT section of this preamble for more information).

V. Statutory and Executive Order Reviews

    Under the CAA, the EPA Administrator is required to approve a SIP
submission that complies with the provisions of the Act and applicable
Federal regulations. 42 U.S.C. 7410(k); 40 CFR 52.02(a). Thus, in
reviewing SIP submissions, the EPA's role is to approve state choices,
provided that they meet the criteria of the Act. Accordingly, this
action merely approves state law as meeting Federal requirements and
does not impose additional requirements beyond those imposed by state
law. For that reason, this action:
     Is not a significant regulatory action subject to review
by the Office of Management and Budget under Executive Orders 12866 (58
FR 51735, October 4, 1993) and 13563 (76 FR 3821, January 21, 2011);
     Is not an Executive Order 13771 (82 FR 9339, February 3,
2017) regulatory action because SIP approvals are exempted under
Executive Order 12866;
     Does not impose an information collection burden under the
provisions of the Paperwork Reduction Act (44 U.S.C. 3501 et seq.);
     Is certified as not having a significant economic impact
on a substantial number of small entities under the Regulatory
Flexibility Act (5 U.S.C. 601 et seq.);
     Does not contain any unfunded mandate or significantly or
uniquely affect small governments, as described in the Unfunded
Mandates Reform Act of 1995 (Pub. L. 104-4);
     Does not have Federalism implications as specified in
Executive Order 13132 (64 FR 43255, August 10, 1999);
     Is not an economically significant regulatory action based
on health or safety risks subject to Executive Order 13045 (62 FR
19885, April 23, 1997);
     Is not a significant regulatory action subject to
Executive Order 13211 (66 FR 28355, May 22, 2001);
     Is not subject to requirements of Section 12(d) of the
National Technology Transfer and Advancement Act of 1995 (15 U.S.C. 272
note) because application of those requirements would be inconsistent
with the Clean Air Act; and
     Does not provide the EPA with the discretionary authority
to address, as appropriate, disproportionate human health or
environmental effects, using practicable and legally permissible
methods, under Executive Order 12898 (59 FR 7629, February 16, 1994).
    In addition, the SIP is not approved to apply on any Indian
reservation land or in any other area where the EPA or an Indian tribe
has demonstrated that a tribe has jurisdiction. In those areas of
Indian country, these rules do not have tribal implications and will
not impose substantial direct costs on tribal governments or preempt
tribal law as specified by Executive Order 13175 (65 FR 67249, November
9, 2000).
    The Congressional Review Act, 5 U.S.C. 801 et seq., as added by the
Small Business Regulatory Enforcement Fairness Act of 1996, generally
provides that before a rule may take effect, the agency promulgating
the rule must submit a rule report, which includes a copy of the rule,
to each House of the Congress and to the Comptroller General of the
United States. The EPA will submit a report containing this action and
other required information to the U.S. Senate, the U.S. House of
Representatives, and the Comptroller General of the United States prior
to publication of these rules in the Federal Register. A major rule
cannot take effect until 60 days after it is published in the Federal
Register. This action is not a ``major rule'' as defined by 5 U.S.C.
804(2).
    Under section 307(b)(1) of the CAA, petitions for judicial review
of this action must be filed in the United States Court of Appeals for
the appropriate circuit by September 24, 2018. Filing a petition for
reconsideration by the Administrator of these final rules does not
affect the finality of these rules for the purposes of judicial review
nor does it extend the time within which a petition for judicial review
may be filed, and shall not postpone the effectiveness of such rules or
action. This action may not be challenged later in proceedings to
enforce its requirements. (See CAA section 307(b)(2).)

List of Subjects in 40 CFR Part 52

    Environmental protection, Air pollution control, Carbon monoxide,
Incorporation by reference, Intergovernmental relations, Lead, Nitrogen
dioxide, Ozone, Particulate matter, Reporting and recordkeeping
requirements, Sulfur oxides, Volatile organic compounds.

    Dated: June 12, 2018.
Deborah Jordan,
Acting Regional Administrator, Region IX.

    Part 52, chapter I, title 40 of the Code of Federal Regulations is
amended as follows:

PART 52--APPROVAL AND PROMULGATION OF IMPLEMENTATION PLANS

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

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

Subpart F--California

0
2. Section 52.220 is amended by adding paragraphs (c)(480)(i)(A)(5)
through (7) and (c)(504)(i)(B) to read as follows:

Sec.  52.220   Identification of plan-in part.

* * * * *
    (c) * * *
    (480) * * *
    (i) * * *
    (A) * * *
    (5) Previously approved on October 6, 2016, in paragraph
(c)(480)(i)(A)(1) of this section and now deleted with replacement in
(c)(504)(i)(B)(1), Rule 130, ``Definitions'' adopted on November 14,
2014.
    (6) Previously approved on October 6, 2016, in paragraph
(c)(480)(i)(A)(3) of this section and now deleted with replacement in
(c)(504)(i)(B)(2), Rule 220, ``New Source Review'' adopted on November
14, 2014.
    (7) Previously approved on October 6, 2016, in paragraph
(c)(480)(i)(A)(4) of this section and now deleted with replacement in
(c)(504)(i)(B)(3), Rule 230, ``Action on Applications'' adopted on
November 14, 2014.
* * * * *
    (504) * * *
    (i) * * *
    (B) Northern Sonoma County Air Pollution Control District.
    (1) Rule 130, ``Definitions,'' amended on May 3, 2017.
    (2) Rule 220, ``New Source Review Standards (including PSD
Evaluations),'' amended on May 3, 2017.

    (3) Rule 230, ``Action on Applications,'' amended on May 3, 2017.
* * * * *
[FR Doc. 2018-15727 Filed 7-23-18; 8:45 am]
 BILLING CODE 6560-50-P