Federal Register / Vol. 79, No. 196 / Thursday, October 9, 2014 / Notices 61115 

NUCLEAR REGULATORY 

COMMISSION 

[Docket Nos. 50–259, 50–260, and 50–296; 

NRC–2014–0222] 

Tennessee Valley Authority; Browns 

Ferry Nuclear Plant, Unit Nos. 1, 2, and 

3 

AGENCY: Nuclear Regulatory 

Commission. 

ACTION: License amendment application; 

withdrawal by applicant. 

SUMMARY: The U.S. Nuclear Regulatory 

Commission (NRC) has accepted the 

request of Tennessee Valley Authority 

(TVA) to withdraw its application dated 

June 28, 2004, for a proposed 

amendment to Renewed Facility 

Operating License (RFOL) No. DPR–33 

for Browns Ferry Nuclear Plant (BFN), 

Unit No. 1, and its application dated 

June 25, 2004, for proposed 

amendments to RFOL Nos. DPR–52 and 

DPR–68 for BFN Unit Nos. 2 and 3. The 

proposed amendments would have 

increased the maximum authorized 

power level from the current 3458 

megawatt thermal (MWt) to 3952 MWt 

(approximately 15 percent) for BFN Unit 

Nos. 1, 2, and 3. 

ADDRESSES: Please refer to Docket ID 

NRC–2014–0222 when contacting the 

NRC about the availability of 

information regarding this document. 

You may obtain publicly-available 

information related to this document 

using any of the following methods: 

• Federal Rulemaking Web site: Go to 

http://www.regulations.gov and search 

for Docket ID NRC–2014–0222. Address 

questions about NRC dockets to Carol 

Gallagher; telephone: 301–287–3422; 

email: Carol.Gallagher@nrc.gov. For 

technical questions, contact the 

individual(s) listed in the FOR FURTHER

INFORMATION CONTACT section of this 

document. 

• NRC’s Agencywide Documents 

Access and Management System 

(ADAMS): You may obtain publicly 

available documents online in the 

ADAMS Public Documents collection at 

http://www.nrc.gov/reading-rm/

adams.html. To begin the search, select 

‘‘ADAMS Public Documents’’ and then 

select ‘‘Begin Web-based ADAMS 

Search.’’ For problems with ADAMS, 

please contact the NRC’s Public 

Document Room (PDR) reference staff at 

1–800–397–4209, 301–415–4737, or by 

email to pdr.resource@nrc.gov. The 

ADAMS accession number for each 

document referenced in this document 

(if that document is available in 

ADAMS) is provided the first time that 

a document is referenced. 

• NRC’s PDR: You may examine and 

purchase copies of public documents at 

the NRC’s PDR, Room O1–F21, One 

White Flint North, 11555 Rockville 

Pike, Rockville, Maryland 20852. 

FOR FURTHER INFORMATION CONTACT: 

Farideh E. Saba, Office of Nuclear 

Reactor Regulation, U.S. Nuclear 

Regulatory Commission, Washington, 

DC 20555–0001; telephone: 301–415– 

1447; email: Farideh.Saba@nrc.gov. 

SUPPLEMENTARY INFORMATION: The NRC 

has accepted TVA’s withdrawal of its 

applications dated June 28, 2004 

(ADAMS Accession No. ML041810168), 

and June 25, 2004 (ADAMS Accession 

No. ML041840301), for proposed 

amendments to RFOL No. DPR–33 for 

BFN Unit No. 1, and RFOL Nos. DPR– 

52 and DPR–68 for BFN Unit Nos. 2 and 

3, respectively, located in Limestone 

County, Alabama. The proposed change 

would have modified the BFN operating 

licenses to increase the maximum 

authorized power level to 3952 

megawatts thermal, by approximately 20 

percent above the then maximum 

authorized power level for Unit No. 1, 

and approximately 15 percent for Unit 

Nos. 2 and 3. The licensee, in the 

September 18, 2014 (ADAMS Accession 

No. ML14265A487), letter stated that it 

has been developing a new consolidated 

extended power uprate license 

amendment request for BFN Unit Nos. 

1, 2, and 3 that is expected to be 

submitted by October 2015. 

The NRC issued Notices of 

Consideration of Issuance of 

Amendments to Facility Operating 

Licenses published in the Federal 

Register (FR) on July 11, 2005 (70 FR 

39803), for BFN Unit No. 1 and July 12, 

2005 (70 FR 40064), for BFN Unit Nos. 

2 and 3. However, by letter dated 

September 18, 2014, the licensee 

requested to withdraw the proposed 

amendments. 

Dated at Rockville, Maryland, this 2nd day 

of October 2014. 

For the Nuclear Regulatory Commission. 

Farideh E. Saba, 

Senior Project Manager, Plant Licensing 

Branch II–2, Division of Operating Reactor 

Licensing, Office of Nuclear Reactor 

Regulation. 

[FR Doc. 2014–24163 Filed 10–8–14; 8:45 am] 

BILLING CODE 7590–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73298; File No. TP 14–13] 

Order Granting Limited Exemptions 

From Exchange Act Rule 10b–17 and 

Rules 101 and 102 of Regulation M to 

ProShares Morningstar Alternatives 

Solution ETF Pursuant to Exchange 

Act Rule 10b–17(b)(2) and Rules 101(d) 

and 102(e) of Regulation M 

October 3, 2014. 

By letter dated October 3, 2014 (the 

‘‘Letter’’), as supplemented by 

conversations with the staff of the 

Division of Trading and Markets, 

counsel for ProShares Trust (the 

‘‘Trust’’) on behalf of the Trust, 

ProShares Morningstar Alternatives 

Solution ETF (the ‘‘Fund’’), any national 

securities exchange on or through which 

shares issued by the Fund (‘‘Shares’’) 

are listed or may subsequently trade, 

SEI Investments Distribution Co., and 

other persons or entities engaging in 

transactions in Shares (collectively, the 

‘‘Requestors’’) requested exemptions, or 

interpretive or no-action relief, from 

Rule 10b–17 of the Securities Exchange 

Act of 1934, as amended (‘‘Exchange 

Act’’), and Rules 101 and 102 of 

Regulation M, in connection with 

secondary market transactions in Shares 

and the creation or redemption of 

aggregations of Shares of at least 10,000 

shares (‘‘Creation Units’’). 

The Trust is registered with the 

Commission under the Investment 

Company Act of 1940, as amended 

(‘‘1940 Act’’), as an open-end 

management investment company. The 

Fund will seek results that correspond 

generally to the return (before the 

Fund’s fees and expenses) of the 

Morningstar Alternatives Index (the 

‘‘Index’’). The Index is designed to 

provide diversified exposure to 

alternative asset classes with the goal of 

enhancing risk adjusted portfolio 

returns when combined with a range of 

traditional investments. The Index 

allocates among a comprehensive set of 

alternative ETFs sponsored or advised 

by the Fund’s adviser or its affiliates 

that employ alternative and nontraditional strategies such as long/short, 

market neutral, managed futures, hedge 

fund replication, private equity, 

infrastructure or inflation-related 

investments. The maximum allocation 

to any particular ETF or exchangetraded commodity pool (‘‘ETCP’’) is 

30%. The Fund intends to operate as an 

‘‘ETF of ETFs’’ by seeking to track the 

performance of its Index through 

investing at least 80% of its total assets 

in the ETFs and ETCPs that comprise its 

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61116 Federal Register / Vol. 79, No. 196 / Thursday, October 9, 2014 / Notices 

1Further, the Letter states that should the Shares 

also trade on a market pursuant to unlisted trading 

privileges, such trading will be conducted pursuant 

to self-regulatory organization rules that are 

effective pursuant to Section 19(b) of the Exchange 

Act. 

2Exchange Act Rel. No. 67215 (Jun. 19, 2012); 77 

FR 37941 (Jun. 25, 2012); Letter from Catherine 

McGuire, Esq., Chief Counsel, Division of Market 

Regulation, to the Securities Industry Association 

Derivative Products Committee (November 21, 

2005); Letter from Racquel L. Russell, Branch Chief, 

Division of Market Regulation, to George T. Simon, 

Esq., Foley & Lardner LLP (June 21, 2006); Letter 

from James A. Brigagliano, Acting Associate 

Director, Division of Market Regulation, to Stuart 

M. Strauss, Esq., Clifford Chance US LLP (October 

24, 2006); Letter from James A. Brigagliano, 

Associate Director, Division of Market Regulation, 

to Benjamin Haskin, Esq., Willkie. Farr & Gallagher 

LLP (April 9, 2007); or Letter from Josephine Tao, 

Assistant Director, Division of Trading and Markets, 

to Domenick Pugliese, Esq., Paul, Hastings, Janofsky 

and Walker LLP (June 27, 2007). See also Staff Legal 

Bulletin No. 9, ‘‘Frequently Asked Questions About 

Regulation M’’ (Apr. 12, 2002) (regarding activelymanaged ETFs). 

3See, e.g., Letter from James A. Brigagliano, 

Associate Director, Division of Market Regulation, 

to Kathleen H. Moriarty, Carter, Ledyard & Milburn, 

dated January 24, 2007 (with respect to the 

additional funds of ProShares Trust). 

4While ETFs operate under exemptions from the 

definitions of ‘‘open-end company’’ under Section 

5(a)(1) of the 1940 Act and ‘‘redeemable security’’ 

under Section 2(a)(32) of the 1940 Act, the Fund 

and its securities do not meet those definitions. 

5Additionally, we confirm the interpretation that 

a redemption of Creation Unit size aggregations of 

Shares of the Fund and the receipt of securities in 

exchange by a participant in a distribution of Shares 

of the Fund would not constitute an ‘‘attempt to 

induce any person to bid for or purchase, a covered 

security during the applicable restricted period’’ 

within the meaning of Rule 101 of Regulation M 

and therefore would not violate that rule. 

Index. Except for the fact that the Fund 

will operate as an ETF of ETFs, the 

Fund will operate in a manner 

substantially identical to the ETFs that 

are included in the Index. 

The Requestors represent, among 

other things, the following: 

• Shares of the Fund will be issued 

by the Trust, an open-end management 

investment company that is registered 

with the Commission; 

• The Trust will continuously redeem 

Creation Units at net asset value 

(‘‘NAV’’) and the secondary market 

price of the Shares should not vary 

substantially from the NAV of such 

Shares; 

• Shares of the Fund will be listed 

and traded on NYSE Arca, Inc. or other 

exchange in accordance with exchange 

listing standards that are, or will 

become, effective pursuant to Section 

19(b) of the Exchange Act (the 

‘‘Exchange’’); 1

• All ETFs in which the Fund is 

invested will meet all conditions set 

forth in a relevant class relief letter,2

will have received individual relief from 

the Commission, or can rely on 

individual relief even though they are 

not named parties (for example, a noaction letter); 3

• All the components of the Index 

will have publicly available last sale 

trade information; 

• The intra-day proxy value of the 

Fund per share and the value of the 

Index will be publicly disseminated by 

a major market data vendor throughout 

the trading day; 

• On each business day before the 

opening of business on the Exchange, 

the Fund’s index receipt agent, through 

the National Securities Clearing 

Corporation, will make available the list 

of the names and the numbers of 

securities and other assets of the Fund’s 

portfolio that will be applicable that day 

to creation and redemption requests; 

• The Exchange or other market 

information provider will disseminate 

(i) continuously every 15 seconds 

throughout the trading day, through the 

facilities of the consolidated tape, the 

market value of a Share and (ii) every 

15 seconds throughout the trading day, 

a calculation of the intraday indicative 

value of a Share; 

• The arbitrage mechanism will be 

facilitated by the transparency of the 

Fund’s portfolio and the availability of 

the intra-day indicative value, the 

liquidity of securities held by the Fund 

and the ability to acquire such 

securities, as well as the arbitrageurs’ 

ability to create workable hedges; 

• The Fund will invest solely in 

liquid securities; 

• The Fund will invest in securities 

that will facilitate an effective and 

efficient arbitrage mechanism and the 

ability to create workable hedges; 

• The Trust believes that arbitrageurs 

are expected to take advantage of price 

variations between the Fund’s market 

price and its NAV; and 

• A close alignment between the 

market price of Shares and the Fund’s 

NAV is expected. 

Regulation M 

While redeemable securities issued by 

an open-end management investment 

company are excepted from the 

provisions of Rule 101 and 102 of 

Regulation M, the Requestors may not 

rely upon that exception for the Shares.4

However, we find that it is appropriate 

in the public interest and is consistent 

with the protection of investors to grant 

a conditional exemption from Rules 101 

and 102 to persons who may be deemed 

to be participating in a distribution of 

Shares of the Fund as described in more 

detail below. 

Rule 101 of Regulation M 

Generally, Rule 101 of Regulation M 

is an anti-manipulation rule that, 

subject to certain exceptions, prohibits 

any ‘‘distribution participant’’ and its 

‘‘affiliated purchasers’’ from bidding for, 

purchasing, or attempting to induce any 

person to bid for or purchase any 

security which is the subject of a 

distribution until after the applicable 

restricted period, except as specifically 

permitted in the rule. Rule 100 of 

Regulation M defines ‘‘distribution’’ to 

mean any offering of securities that is 

distinguished from ordinary trading 

transactions by the magnitude of the 

offering and the presence of special 

selling efforts and selling methods. The 

provisions of Rule 101 of Regulation M 

apply to underwriters, prospective 

underwriters, brokers, dealers, or other 

persons who have agreed to participate 

or are participating in a distribution of 

securities. The Shares are in a 

continuous distribution and, as such, 

the restricted period in which 

distribution participants and their 

affiliated purchasers are prohibited from 

bidding for, purchasing, or attempting to 

induce others to bid for or purchase 

extends indefinitely. 

Based on the representations and facts 

presented in the Letter, particularly that 

the Trust is a registered open-end 

management investment company that 

will continuously redeem at the NAV 

Creation Unit size aggregations of the 

Shares of the Fund and that a close 

alignment between the market price of 

Shares and the Fund’s NAV is expected, 

the Commission finds that it is 

appropriate in the public interest and 

consistent with the protection of 

investors to grant the Trust an 

exemption under paragraph (d) of Rule 

101 of Regulation M with respect to the 

Fund, thus permitting persons 

participating in a distribution of Shares 

of the Fund to bid for or purchase such 

Shares during their participation in 

such distribution.5

Rule 102 of Regulation M 

Rule 102 of Regulation M prohibits 

issuers, selling security holders, and any 

affiliated purchaser of such person from 

bidding for, purchasing, or attempting to 

induce any person to bid for or purchase 

a covered security during the applicable 

restricted period in connection with a 

distribution of securities effected by or 

on behalf of an issuer or selling security 

holder. 

Based on the representations and facts 

presented in the Letter, particularly that 

the Trust is a registered open-end 

management investment company that 

will redeem at the NAV Creation Units 

of Shares of the Fund and that a close 

alignment between the market price of 

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Federal Register / Vol. 79, No. 196 / Thursday, October 9, 2014 / Notices 61117 

6We also note that timely compliance with Rule 

10b–17(b)(1)(v)(a) and (b) would be impractical in 

light of the nature of the Fund. This is because it 

is not possible for the Fund to accurately project ten 

days in advance what dividend, if any, would be 

paid on a particular record date. 7 17 CFR 200.30–3(a)(6) and (9). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). 

4 17 CFR 240.19b–4(f)(6)(iii). 

5As defined in Rule 1.5(e). 

Shares and the Fund’s NAV is expected, 

the Commission finds that it is 

appropriate in the public interest and 

consistent with the protection of 

investors to grant the Trust an 

exemption under paragraph (e) of Rule 

102 of Regulation M with respect to the 

Fund, thus permitting the Fund to 

redeem Shares of the Fund during the 

continuous offering of such Shares. 

Rule 10b–17 

Rule 10b–17, with certain exceptions, 

requires an issuer of a class of publicly 

traded securities to give notice of certain 

specified actions (for example, a 

dividend distribution) relating to such 

class of securities in accordance with 

Rule 10b–17(b). Based on the 

representations and facts in the Letter, 

and subject to the conditions below, we 

find that it is appropriate in the public 

interest, and consistent with the 

protection of investors to grant the Trust 

a conditional exemption from Rule 10b– 

17 because market participants will 

receive timely notification of the 

existence and timing of a pending 

distribution, and thus the concerns that 

the Commission raised in adopting Rule 

10b–17 will not be implicated.6

Conclusion 

It is hereby ordered, pursuant to Rule 

101(d) of Regulation M, that the Trust, 

based on the representations and facts 

presented in the Letter, is exempt from 

the requirements of Rule 101 with 

respect to the Fund, thus permitting 

persons who may be deemed to be 

participating in a distribution of Shares 

of the Fund to bid for or purchase such 

Shares during their participation in 

such distribution. 

It is further ordered, pursuant to Rule 

102(e) of Regulation M, that the Trust, 

based on the representations and the 

facts presented in the Letter, is exempt 

from the requirements of Rule 102 with 

respect to the Fund, thus permitting the 

Fund to redeem Shares of the Fund 

during the continuous offering of such 

Shares. 

It is further ordered, pursuant to Rule 

10b–17(b)(2), that the Trust, based on 

the representations and the facts 

presented in the Letter and subject to 

the conditions below, is exempt from 

the requirements of Rule 10b–17 with 

respect to transactions in the shares of 

the Fund. 

This exemptive relief is subject to the 

following conditions: 

• The Trust will comply with Rule 

10b–17 except for Rule 10b– 

17(b)(1)(v)(a) and (b); and 

• The Trust will provide the 

information required by Rule 10b– 

17(b)(1)(v)(a) and (b) to the Exchange as 

soon as practicable before trading begins 

on the ex-dividend date, but in no event 

later than the time when the Exchange 

last accepts information relating to 

distributions on the day before the exdividend date. 

This exemptive relief is subject to 

modification or revocation at any time 

the Commission determines that such 

action is necessary or appropriate in 

furtherance of the purposes of the 

Exchange Act. This exemption is based 

on the facts presented and the 

representations made in the Letter. Any 

different facts or conditions may require 

a different response. In the event that 

any material change occurs in the facts 

or representations in the Letter, 

transactions in Shares of the Fund must 

be discontinued, pending presentation 

of the facts for our consideration. In 

addition, persons relying on this 

exemption are directed to the anti-fraud 

and anti-manipulation provisions of the 

Exchange Act, particularly Sections 9(a), 

10(b), and Rule 10b–5 thereunder. 

Responsibility for compliance with 

these and any other applicable 

provisions of the federal securities laws 

must rest with the persons relying on 

this exemption. This order should not 

be considered a view with respect to 

any other question that the proposed 

transactions may raise, including, but 

not limited to the adequacy of the 

disclosure concerning, and the 

applicability of other federal or state 

laws to, the proposed transactions. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–24101 Filed 10–8–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73295; File No. SR–BYX– 

2014–026] 

Self-Regulatory Organizations; BATS 

Y-Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change to Rule 11.13 of BATS YExchange, Inc. 

October 3, 2014. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on 

September 25, 2014, BATS Y-Exchange, 

Inc. (the ‘‘Exchange’’ or ‘‘BYX’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the Exchange. The 

Exchange has designated this proposal 

as a ‘‘non-controversial’’ proposed rule 

change pursuant to Section 19(b)(3)(A) 

of the Act 3 and Rule 19b–4(f)(6)(iii) 

thereunder,4 which renders it effective 

upon filing with the Commission. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange filed a proposal to 

amend Rule 11.13(a) regarding the 

handling of orders that have been 

posted to the Exchange’s order book 

(‘‘BATS Book’’) 5 that are subsequently 

locked or crossed by other Trading 

Centers. 

The text of the proposed rule change 

is available at the Exchange’s Web site 

at http://www.batstrading.com, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in Sections A, B, and C below, of 

the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of the proposed rule 

change is to provide Users of the 

Exchange with additional options with 

respect to the Exchange’s method of 

processing the unfilled balance of a 

mstockstill on DSK4VPTVN1PROD with NOTICES