80_FR_67663 80 FR 67452 - Submission for OMB Review; Comment Request

80 FR 67452 - Submission for OMB Review; Comment Request

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 211 (November 2, 2015)

Page Range67452-67454
FR Document2015-27802

Federal Register, Volume 80 Issue 211 (Monday, November 2, 2015)
[Federal Register Volume 80, Number 211 (Monday, November 2, 2015)]
[Notices]
[Pages 67452-67454]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-27802]


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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-239, OMB Control No. 3235-0224; Extension: Rule 17j 
1]


Submission for OMB Review; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange 
Commission, Office of Investor Education and Advocacy, Washington, DC 
20549-0213

    Notice is hereby given that, pursuant to the Paperwork Reduction 
Act of 1995 (44 U.S.C. 3501-3520), the Securities and Exchange 
Commission (the ``Commission'') has submitted to the Office of 
Management and Budget a request for extension of the previously 
approved collection of information discussed below.
    Conflicts of interest between investment company personnel (such as 
portfolio managers) and their funds can arise when these persons buy 
and sell securities for their own accounts (``personal investment 
activities''). These conflicts arise because fund personnel have the 
opportunity to profit from information about fund transactions, often 
to the detriment of fund investors. Beginning in the early 1960s, 
Congress and the Securities and Exchange Commission (``Commission'') 
sought to devise a regulatory scheme to effectively address these 
potential conflicts. These efforts culminated in the addition of 
section 17(j) to the Investment Company Act of 1940 (the ``Investment 
Company Act'') (15 U.S.C. 80a-17(j)) in 1970 and the adoption by the 
Commission of rule 17j-1 (17 CFR 270.17j-1) in 1980.\1\ The Commission 
proposed amendments to rule 17j-1 in 1995 in response to 
recommendations made in the first detailed study of fund policies 
concerning personal investment activities by the Commission's Division 
of Investment Management since rule 17j-1 was adopted. Amendments to 
rule 17j-1, which were adopted in 1999, enhanced fund oversight of 
personal investment activities and the board's role in carrying out 
that oversight.\2\ Additional amendments to rule 17j-1 were made in 
2004, conforming rule 17j-1 to rule 204A-1 under the Investment 
Advisers Act of 1940 (15 U.S.C. 80b), avoiding duplicative reporting, 
and modifying certain definitions and time restrictions.\3\
    Section 17(j) makes it unlawful for persons affiliated with a 
registered investment company (``fund'') or with the fund's investment 
adviser or principal underwriter (each a ``17j-1 organization''), in 
connection with the purchase or sale of securities held or to be 
acquired by the investment company, to engage in any fraudulent, 
deceptive, or manipulative act or practice in contravention of the 
Commission's rules and regulations. Section 17(j) also authorizes the 
Commission to promulgate rules requiring 17j-1 organizations to adopt 
codes of ethics.
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    \1\ Prevention of Certain Unlawful Activities with Respect to 
Registered Investment Companies, Investment Company Act Release No. 
11421 (Oct. 31, 1980) (45 FR 73915 (Nov. 7, 1980)).
    \2\ Personal Investment Activities of Investment Company 
Personnel, Investment Company Act Release No. 23958 (Aug. 20, 1999) 
(64 FR 46821 (Aug. 27, 1999)).
    \3\ Investment Adviser Codes of Ethics, Investment Advisers Act 
Release No. 2256 (Jul. 2, 2004) (69 FR 41696 (Jul. 9, 2004)).
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    In order to implement section 17(j), rule 17j-1 imposes certain 
requirements on 17j-1 organizations and ``Access Persons'' \4\ of those 
organizations. The

[[Page 67453]]

rule prohibits fraudulent, deceptive or manipulative acts by persons 
affiliated with a 17j-1 organization in connection with their personal 
securities transactions in securities held or to be acquired by the 
fund. The rule requires each 17j-1 organization, unless it is a money 
market fund or a fund that does not invest in Covered Securities,\5\ 
to: (i) Adopt a written codes of ethics, (ii) submit the code and any 
material changes to the code, along with a certification that it has 
adopted procedures reasonably necessary to prevent Access Persons from 
violating the code of ethics, to the fund board for approval, (iii) use 
reasonable diligence and institute procedures reasonably necessary to 
prevent violations of the code, (iv) submit a written report to the 
fund describing any issues arising under the code and procedures and 
certifying that the 17j-1 entity has adopted procedures reasonably 
necessary to prevent Access Persons form violating the code, (v) 
identify Access Persons and notify them of their reporting obligations, 
and (vi) maintain and make available to the Commission for review 
certain records related to the code of ethics and transaction reporting 
by Access Persons.
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    \4\ Rule 17j-1(a)(1) defines an ``access person'' as ``Any 
Advisory Person of a Fund or of a Fund's investment adviser. If an 
investment adviser's primary business is advising Funds or other 
advisory clients, all of the investment adviser's directors, 
officers, and general partners are presumed to be Access Persons of 
any Fund advised by the investment adviser. All of a Fund's 
directors, officers, and general partners are presumed to be Access 
Persons of the Fund.'' The definition of Access Person also includes 
``Any director, officer or general partner of a principal 
underwriter who, in the ordinary course of business, makes, 
participates in or obtains information regarding, the purchase or 
sale of Covered Securities by the Fund for which the principal 
underwriter acts, or whose functions or duties in the ordinary 
course of business relate to the making of any recommendation to the 
Fund regarding the purchase or sale of Covered Securities.'' Rule 
17j-1(a)(1).
    \5\ A ``Covered Security'' is any security that falls within the 
definition in section 2(a)(36) of the Act, except for direct 
obligations of the U.S. Government, bankers' acceptances, bank 
certificates of deposit, commercial paper and high quality short-
term debt instruments, including repurchase agreements, and shares 
issued by open-end funds. Rule 17j-1(a)(4).
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    The rule requires each Access Person of a fund (other than a money 
market fund or a fund that does not invest in Covered Securities) and 
of an investment adviser or principal underwriter of the fund, who is 
not subject to an exception,\6\ to file: (i) Within 10 days of becoming 
an Access Person, a dated initial holdings report that sets forth 
certain information with respect to the Access Person's securities and 
accounts; (ii) dated quarterly transaction reports within 30 days of 
the end of each calendar quarter providing certain information with 
respect to any securities transactions during the quarter and any 
account established by the Access Person in which any securities were 
held during the quarter; and (iii) dated annual holding reports 
providing information with respect to each Covered Security the Access 
Person beneficially owns and accounts in which securities are held for 
his or her benefit. In addition, rule 17j-1 requires investment 
personnel of a fund or its investment adviser, before acquiring 
beneficial ownership in securities through an initial public offering 
(IPO) or in a private placement, to obtain approval from the fund or 
the fund's investment adviser.
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    \6\ Rule 17j-1(d)(2) contains the following exceptions: (i) An 
Access Person need not file a report for transactions effected for, 
and securities held in, any account over which the Access Person 
does not have control; (ii) an independent director of the fund, who 
would otherwise be required to report solely by reason of being a 
fund director and who does not have information with respect to the 
fund's transactions in a particular security, does not have to file 
an initial holdings report or a quarterly transaction report,; (iii) 
an Access Person of a principal underwriter of the fund does not 
have to file reports if the principal underwriter is not affiliated 
with the fund (unless the fund is a unit investment trust) or any 
investment adviser of the fund and the principal underwriter of the 
fund does not have any officer, director, or general partner who 
serves in one of those capacities for the fund or any investment 
adviser of the fund; (iv) an Access Person to an investment adviser 
need not make quarterly reports if the report would duplicate 
information provided under the reporting provisions of the 
Investment Adviser's Act of 1940; (v) an Access Person need not make 
quarterly transaction reports if the information provided in the 
report would duplicate information received by the 17j-1 
organization in the form of broker trade confirmations or account 
statements or information otherwise in the records of the 17j-1 
organization; and (vi) an Access Person need not make quarterly 
transaction reports with respect to transactions effected pursuant 
to an Automatic Investment Plan.
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    The requirements that the management of a rule 17j-1 organization 
provide the fund's board with new and amended codes of ethics and an 
annual issues and certification report are intended to enhance board 
oversight of personal investment policies applicable to the fund and 
the personal investment activities of Access Persons. The requirements 
that Access Persons provide initial holdings reports, quarterly 
transaction reports, and annual holdings reports and request approval 
for purchases of securities through IPOs and private placements are 
intended to help fund compliance personnel and the Commission's 
examinations staff monitor potential conflicts of interest and detect 
potentially abusive activities. The requirement that each rule 17j-1 
organization maintain certain records is intended to assist the 
organization and the Commission's examinations staff in determining if 
there have been violations of rule 17j-1.
    We estimate that annually there are approximately 75,497 
respondents under rule 17j-1, of which 5,497 are rule 17j-1 
organizations and 70,000 are Access Persons. In the aggregate, these 
respondents make approximately 108,305 responses annually. We estimate 
that the total annual burden of complying with the information 
collection requirements in rule 17j-1 is approximately 401,407 hours. 
This hour burden represents time spent by Access Persons that must file 
initial and annual holdings reports and quarterly transaction reports, 
investment personnel that must obtain approval before acquiring 
beneficial ownership in any securities through an IPO or private 
placement, and the responsibilities of Rule 17j-1 organizations arising 
from information collection requirements under rule 17j-1. These 
include notifying Access Persons of their reporting obligations, 
preparing an annual rule 17j-1 report and certification for the board, 
documenting their approval or rejection of IPO and private placement 
requests, maintaining annual rule 17j-1 records, maintaining electronic 
reporting and recordkeeping systems, amending their codes of ethics as 
necessary, and, for new fund complexes, adopting a code of ethics.
    We estimate that there is an annual cost burden of approximately 
$5,000 per fund complex, for a total of $4,335,000, associated with 
complying with the information collection requirements in rule 17j-1. 
This represents the costs of purchasing and maintaining computers and 
software to assist funds in carrying out rule 17j-1 recordkeeping.
    These burden hour and cost estimates are based upon the Commission 
staff's experience and discussions with the fund industry. The 
estimates of average burden hours and costs are made solely for the 
purposes of the Paperwork Reduction Act. These estimates are not 
derived from a comprehensive or even a representative survey or study 
of the costs of Commission rules.
    Compliance with the collection of information requirements of the 
rule is mandatory and is necessary to comply with the requirements of 
the rule in general. An agency may not conduct or sponsor, and a person 
is not required to respond to, a collection of information unless it 
displays a currently valid control number. Rule 17j-1 requires that 
records be maintained for at least five years in an easily accessible 
place.\7\
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    \7\ If information collected pursuant to the rule is reviewed by 
the Commission's examination staff, it will be accorded the same 
level of confidentiality accorded to other responses provided to the 
Commission in the context of its examination and oversight program. 
See section 31(c) of the Investment Company Act (15 U.S.C. 80a-
30(c)).
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    The public may view the background documentation for this 
information collection at the following Web site, www.reginfo.gov. 
Comments should be directed to: (i) Desk Officer for the Securities and 
Exchange Commission, Office of Information and Regulatory Affairs, 
Office of Management and Budget, Room 10102, New Executive Office 
Building, Washington, DC 20503, or by sending an email to: 
Shagufta_Ahmed@omb.eop.gov; and (ii) Pamela

[[Page 67454]]

Dyson, Director/Chief Information Officer, Securities and Exchange 
Commission, c/o Remi Pavlik-Simon, 100 F Street NE., Washington, DC 
20549 or send an email to: PRA_Mailbox@sec.gov. Comments must be 
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submitted to OMB within 30 days of this notice.

    Dated: October 27, 2015.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-27802 Filed 10-30-15; 8:45 am]
 BILLING CODE 8011-01-P



                                                    67452                       Federal Register / Vol. 80, No. 211 / Monday, November 2, 2015 / Notices

                                                    protection of investors and the public                  Washington, DC 20549 on official                      Investment Company Act of 1940 (the
                                                    interest as it will allow FICC to                       business days between the hours of                    ‘‘Investment Company Act’’) (15 U.S.C.
                                                    incorporate changes required under Reg.                 10:00 a.m. and 3:00 p.m. Copies of the                80a–17(j)) in 1970 and the adoption by
                                                    SCI prior to the November 3, 2015                       filing also will be available for                     the Commission of rule 17j–1 (17 CFR
                                                    compliance date. Therefore, the                         inspection and copying at the principal               270.17j–1) in 1980.1 The Commission
                                                    Commission designates the proposed                      office of FICC and on DTCC’s Web site                 proposed amendments to rule 17j–1 in
                                                    rule change to be operative upon                        (http://dtcc.com/legal/sec-rule-                      1995 in response to recommendations
                                                    filing.21                                               filings.aspx). All comments received                  made in the first detailed study of fund
                                                       At any time within 60 days of the                    will be posted without change; the                    policies concerning personal investment
                                                    filing of the proposed rule change, the                 Commission does not edit personal                     activities by the Commission’s Division
                                                    Commission summarily may                                identifying information from                          of Investment Management since rule
                                                    temporarily suspend such rule change if                 submissions. You should submit only                   17j–1 was adopted. Amendments to rule
                                                    it appears to the Commission that such                  information that you wish to make                     17j–1, which were adopted in 1999,
                                                    action is necessary or appropriate in the               available publicly.                                   enhanced fund oversight of personal
                                                    public interest, for the protection of                     All submissions should refer to File               investment activities and the board’s
                                                    investors, or otherwise in furtherance of               Number SR–FICC–2015–004 and should                    role in carrying out that oversight.2
                                                    the purposes of the Act.                                be submitted on or before November 23,                Additional amendments to rule 17j–1
                                                    IV. Solicitation of Comments                            2015.                                                 were made in 2004, conforming rule
                                                                                                               For the Commission, by the Division                17j–1 to rule 204A–1 under the
                                                      Interested persons are invited to                     of Trading and Markets, pursuant to                   Investment Advisers Act of 1940 (15
                                                    submit written data, views and                          delegated authority.22                                U.S.C. 80b), avoiding duplicative
                                                    arguments concerning the foregoing,                                                                           reporting, and modifying certain
                                                    including whether the proposed rule                     Robert W. Errett,
                                                                                                                                                                  definitions and time restrictions.3
                                                    change is consistent with the Act.                      Deputy Secretary.                                        Section 17(j) makes it unlawful for
                                                    Comments may be submitted by any of                     [FR Doc. 2015–27797 Filed 10–30–15; 8:45 am]          persons affiliated with a registered
                                                    the following methods:                                  BILLING CODE 8011–01–P                                investment company (‘‘fund’’) or with
                                                    Electronic Comments                                                                                           the fund’s investment adviser or
                                                                                                                                                                  principal underwriter (each a ‘‘17j–1
                                                      • Use the Commission’s Internet                       SECURITIES AND EXCHANGE                               organization’’), in connection with the
                                                    comment form (http://www.sec.gov/                       COMMISSION                                            purchase or sale of securities held or to
                                                    rules/sro.shtml); or                                                                                          be acquired by the investment company,
                                                      • Send an email to rule-comments@                     [SEC File No. 270–239, OMB Control No.
                                                                                                                                                                  to engage in any fraudulent, deceptive,
                                                    sec.gov. Please include File Number SR–                 3235–0224; Extension: Rule 17j 1]
                                                                                                                                                                  or manipulative act or practice in
                                                    FICC–2015–004 on the subject line.                      Submission for OMB Review;                            contravention of the Commission’s rules
                                                    Paper Comments                                          Comment Request                                       and regulations. Section 17(j) also
                                                      • Send paper comments in triplicate                                                                         authorizes the Commission to
                                                                                                            Upon Written Request, Copies Available                promulgate rules requiring 17j–1
                                                    to Secretary, Securities and Exchange                      From: Securities and Exchange
                                                    Commission, 100 F Street NE.,                                                                                 organizations to adopt codes of ethics.
                                                                                                               Commission, Office of Investor                        In order to implement section 17(j),
                                                    Washington, DC 20549–1090.                                 Education and Advocacy,                            rule 17j–1 imposes certain requirements
                                                    All submissions should refer to File                       Washington, DC 20549–0213                          on 17j–1 organizations and ‘‘Access
                                                    Number SR–FICC–2015–004. This file                         Notice is hereby given that, pursuant              Persons’’ 4 of those organizations. The
                                                    number should be included on the                        to the Paperwork Reduction Act of 1995
                                                    subject line if email is used. To help the              (44 U.S.C. 3501–3520), the Securities                    1 Prevention of Certain Unlawful Activities with
                                                    Commission process and review your                      and Exchange Commission (the                          Respect to Registered Investment Companies,
                                                    comments more efficiently, please use                   ‘‘Commission’’) has submitted to the                  Investment Company Act Release No. 11421 (Oct.
                                                    only one method. The Commission will                                                                          31, 1980) (45 FR 73915 (Nov. 7, 1980)).
                                                                                                            Office of Management and Budget a                        2 Personal Investment Activities of Investment
                                                    post all comments on the Commission’s                   request for extension of the previously               Company Personnel, Investment Company Act
                                                    Internet Web site (http://www.sec.gov/                  approved collection of information                    Release No. 23958 (Aug. 20, 1999) (64 FR 46821
                                                    rules/sro.shtml). Copies of the                         discussed below.                                      (Aug. 27, 1999)).
                                                    submission, all subsequent                                 Conflicts of interest between
                                                                                                                                                                     3 Investment Adviser Codes of Ethics, Investment

                                                    amendments, all written statements                                                                            Advisers Act Release No. 2256 (Jul. 2, 2004) (69 FR
                                                                                                            investment company personnel (such as                 41696 (Jul. 9, 2004)).
                                                    with respect to the proposed rule                       portfolio managers) and their funds can                  4 Rule 17j–1(a)(1) defines an ‘‘access person’’ as
                                                    change that are filed with the                          arise when these persons buy and sell                 ‘‘Any Advisory Person of a Fund or of a Fund’s
                                                    Commission, and all written                             securities for their own accounts                     investment adviser. If an investment adviser’s
                                                    communications relating to the                                                                                primary business is advising Funds or other
                                                                                                            (‘‘personal investment activities’’).                 advisory clients, all of the investment adviser’s
                                                    proposed rule change between the                        These conflicts arise because fund                    directors, officers, and general partners are
                                                    Commission and any person, other than                   personnel have the opportunity to profit              presumed to be Access Persons of any Fund advised
                                                    those that may be withheld from the                     from information about fund                           by the investment adviser. All of a Fund’s directors,
                                                    public in accordance with the                                                                                 officers, and general partners are presumed to be
                                                                                                            transactions, often to the detriment of               Access Persons of the Fund.’’ The definition of
                                                    provisions of 5 U.S.C. 552, will be                     fund investors. Beginning in the early
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                                                                                                                                  Access Person also includes ‘‘Any director, officer
                                                    available for Web site viewing and                      1960s, Congress and the Securities and                or general partner of a principal underwriter who,
                                                    printing in the Commission’s Public                                                                           in the ordinary course of business, makes,
                                                                                                            Exchange Commission (‘‘Commission’’)                  participates in or obtains information regarding, the
                                                    Reference Room, 100 F Street NE.,                       sought to devise a regulatory scheme to               purchase or sale of Covered Securities by the Fund
                                                                                                            effectively address these potential                   for which the principal underwriter acts, or whose
                                                       21 For purposes only of waiving the 30-day                                                                 functions or duties in the ordinary course of
                                                                                                            conflicts. These efforts culminated in
                                                    operative delay, the Commission has also                                                                      business relate to the making of any
                                                    considered the proposed rule’s impact on                the addition of section 17(j) to the                  recommendation to the Fund regarding the
                                                    efficiency, competition, and capital formation. See                                                           purchase or sale of Covered Securities.’’ Rule 17j–
                                                    15 U.S.C. 78c(f).                                         22 17   CFR 200.30–3(a)(12).                        1(a)(1).



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                                                                                 Federal Register / Vol. 80, No. 211 / Monday, November 2, 2015 / Notices                                                     67453

                                                    rule prohibits fraudulent, deceptive or                  Within 10 days of becoming an Access                  holdings reports and quarterly
                                                    manipulative acts by persons affiliated                  Person, a dated initial holdings report               transaction reports, investment
                                                    with a 17j–1 organization in connection                  that sets forth certain information with              personnel that must obtain approval
                                                    with their personal securities                           respect to the Access Person’s securities             before acquiring beneficial ownership in
                                                    transactions in securities held or to be                 and accounts; (ii) dated quarterly                    any securities through an IPO or private
                                                    acquired by the fund. The rule requires                  transaction reports within 30 days of the             placement, and the responsibilities of
                                                    each 17j–1 organization, unless it is a                  end of each calendar quarter providing                Rule 17j–1 organizations arising from
                                                    money market fund or a fund that does                    certain information with respect to any               information collection requirements
                                                    not invest in Covered Securities,5 to: (i)               securities transactions during the                    under rule 17j–1. These include
                                                    Adopt a written codes of ethics, (ii)                    quarter and any account established by                notifying Access Persons of their
                                                    submit the code and any material                         the Access Person in which any                        reporting obligations, preparing an
                                                    changes to the code, along with a                        securities were held during the quarter;              annual rule 17j–1 report and
                                                    certification that it has adopted                        and (iii) dated annual holding reports                certification for the board, documenting
                                                    procedures reasonably necessary to                       providing information with respect to                 their approval or rejection of IPO and
                                                    prevent Access Persons from violating                    each Covered Security the Access                      private placement requests, maintaining
                                                    the code of ethics, to the fund board for                Person beneficially owns and accounts                 annual rule 17j–1 records, maintaining
                                                    approval, (iii) use reasonable diligence                 in which securities are held for his or               electronic reporting and recordkeeping
                                                    and institute procedures reasonably                      her benefit. In addition, rule 17j–1                  systems, amending their codes of ethics
                                                    necessary to prevent violations of the                   requires investment personnel of a fund               as necessary, and, for new fund
                                                    code, (iv) submit a written report to the                or its investment adviser, before                     complexes, adopting a code of ethics.
                                                    fund describing any issues arising under                 acquiring beneficial ownership in                        We estimate that there is an annual
                                                    the code and procedures and certifying                   securities through an initial public                  cost burden of approximately $5,000 per
                                                    that the 17j–1 entity has adopted                        offering (IPO) or in a private placement,             fund complex, for a total of $4,335,000,
                                                    procedures reasonably necessary to                       to obtain approval from the fund or the               associated with complying with the
                                                    prevent Access Persons form violating                    fund’s investment adviser.                            information collection requirements in
                                                    the code, (v) identify Access Persons                       The requirements that the                          rule 17j–1. This represents the costs of
                                                    and notify them of their reporting                       management of a rule 17j–1 organization               purchasing and maintaining computers
                                                    obligations, and (vi) maintain and make                  provide the fund’s board with new and                 and software to assist funds in carrying
                                                    available to the Commission for review                   amended codes of ethics and an annual                 out rule 17j–1 recordkeeping.
                                                    certain records related to the code of                   issues and certification report are                      These burden hour and cost estimates
                                                    ethics and transaction reporting by                      intended to enhance board oversight of                are based upon the Commission staff’s
                                                    Access Persons.                                          personal investment policies applicable               experience and discussions with the
                                                       The rule requires each Access Person                  to the fund and the personal investment               fund industry. The estimates of average
                                                    of a fund (other than a money market                     activities of Access Persons. The                     burden hours and costs are made solely
                                                    fund or a fund that does not invest in                   requirements that Access Persons                      for the purposes of the Paperwork
                                                    Covered Securities) and of an                            provide initial holdings reports,                     Reduction Act. These estimates are not
                                                    investment adviser or principal                          quarterly transaction reports, and                    derived from a comprehensive or even
                                                    underwriter of the fund, who is not                      annual holdings reports and request                   a representative survey or study of the
                                                    subject to an exception,6 to file: (i)                   approval for purchases of securities                  costs of Commission rules.
                                                                                                             through IPOs and private placements                      Compliance with the collection of
                                                       5 A ‘‘Covered Security’’ is any security that falls   are intended to help fund compliance                  information requirements of the rule is
                                                    within the definition in section 2(a)(36) of the Act,    personnel and the Commission’s                        mandatory and is necessary to comply
                                                    except for direct obligations of the U.S.                examinations staff monitor potential                  with the requirements of the rule in
                                                    Government, bankers’ acceptances, bank certificates      conflicts of interest and detect                      general. An agency may not conduct or
                                                    of deposit, commercial paper and high quality
                                                    short-term debt instruments, including repurchase
                                                                                                             potentially abusive activities. The                   sponsor, and a person is not required to
                                                    agreements, and shares issued by open-end funds.         requirement that each rule 17j–1                      respond to, a collection of information
                                                    Rule 17j–1(a)(4).                                        organization maintain certain records is              unless it displays a currently valid
                                                       6 Rule 17j–1(d)(2) contains the following
                                                                                                             intended to assist the organization and               control number. Rule 17j–1 requires that
                                                    exceptions: (i) An Access Person need not file a         the Commission’s examinations staff in                records be maintained for at least five
                                                    report for transactions effected for, and securities
                                                    held in, any account over which the Access Person
                                                                                                             determining if there have been                        years in an easily accessible place.7
                                                    does not have control; (ii) an independent director      violations of rule 17j–1.                                The public may view the background
                                                    of the fund, who would otherwise be required to             We estimate that annually there are                documentation for this information
                                                    report solely by reason of being a fund director and     approximately 75,497 respondents                      collection at the following Web site,
                                                    who does not have information with respect to the        under rule 17j–1, of which 5,497 are
                                                    fund’s transactions in a particular security, does not                                                         www.reginfo.gov. Comments should be
                                                    have to file an initial holdings report or a quarterly   rule 17j–1 organizations and 70,000 are               directed to: (i) Desk Officer for the
                                                    transaction report,; (iii) an Access Person of a         Access Persons. In the aggregate, these               Securities and Exchange Commission,
                                                    principal underwriter of the fund does not have to       respondents make approximately                        Office of Information and Regulatory
                                                    file reports if the principal underwriter is not         108,305 responses annually. We
                                                    affiliated with the fund (unless the fund is a unit                                                            Affairs, Office of Management and
                                                    investment trust) or any investment adviser of the       estimate that the total annual burden of              Budget, Room 10102, New Executive
                                                    fund and the principal underwriter of the fund does      complying with the information                        Office Building, Washington, DC 20503,
                                                                                                             collection requirements in rule 17j–1 is
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                    not have any officer, director, or general partner                                                             or by sending an email to: Shagufta_
                                                    who serves in one of those capacities for the fund       approximately 401,407 hours. This hour
                                                    or any investment adviser of the fund; (iv) an                                                                 Ahmed@omb.eop.gov; and (ii) Pamela
                                                    Access Person to an investment adviser need not
                                                                                                             burden represents time spent by Access
                                                    make quarterly reports if the report would duplicate     Persons that must file initial and annual               7 If information collected pursuant to the rule is

                                                    information provided under the reporting                                                                       reviewed by the Commission’s examination staff, it
                                                    provisions of the Investment Adviser’s Act of 1940;      confirmations or account statements or information    will be accorded the same level of confidentiality
                                                    (v) an Access Person need not make quarterly             otherwise in the records of the 17j–1 organization;   accorded to other responses provided to the
                                                    transaction reports if the information provided in       and (vi) an Access Person need not make quarterly     Commission in the context of its examination and
                                                    the report would duplicate information received by       transaction reports with respect to transactions      oversight program. See section 31(c) of the
                                                    the 17j–1 organization in the form of broker trade       effected pursuant to an Automatic Investment Plan.    Investment Company Act (15 U.S.C. 80a–30(c)).



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                                                    67454                        Federal Register / Vol. 80, No. 211 / Monday, November 2, 2015 / Notices

                                                    Dyson, Director/Chief Information                        on the proposed rule change. The text                 accurate record of overall trading
                                                    Officer, Securities and Exchange                         of those statements may be examined at                activity in NYSE-listed stocks.’’ 5 The
                                                    Commission, c/o Remi Pavlik-Simon,                       the places specified in Item IV below.                Rule 410B reporting requirement would
                                                    100 F Street NE., Washington, DC 20549                   The Exchange has prepared summaries,                  thus ‘‘augment and enhance’’ the
                                                    or send an email to: PRA_Mailbox@                        set forth in sections A, B, and C below,              NYSE’s ability to ‘‘surveil for and
                                                    sec.gov. Comments must be submitted to                   of the most significant parts of such                 investigate, among other matters, insider
                                                    OMB within 30 days of this notice.                       statements.                                           trading, frontrunning and manipulative
                                                      Dated: October 27, 2015.                                                                                     activities’’ and ‘‘provide a more
                                                                                                             A. Self-Regulatory Organization’s
                                                    Robert W. Errett,                                                                                              complete audit trail and depiction of
                                                                                                             Statement of the Purpose of, and the
                                                    Deputy Secretary.
                                                                                                                                                                   member trading in each NYSE-listed
                                                                                                             Statutory Basis for, the Proposed Rule
                                                                                                                                                                   stock, which should facilitate
                                                    [FR Doc. 2015–27802 Filed 10–30–15; 8:45 am]             Change
                                                                                                                                                                   surveillance by the Exchange in NYSE-
                                                    BILLING CODE 8011–01–P
                                                                                                             1. Purpose                                            listed stocks.’’ 6
                                                                                                                The Exchange proposes to delete Rule                  Despite the significant changes to the
                                                                                                             410B—Equities (‘‘Rule 410B’’), which                  marketplace and the regulatory
                                                    SECURITIES AND EXCHANGE
                                                                                                             sets forth certain regulatory reporting               landscape in the ensuing decades, the
                                                    COMMISSION
                                                                                                             requirements for member or member                     Exchange adopted Rule 410B without
                                                    [Release No. 34–76276; File No. SR–                                                                            amendment in 2008.7
                                                    NYSEMKT–2015–80]                                         organizations effecting off-Exchange
                                                                                                             transactions in Exchange listed                       Changes to Regulatory Landscape
                                                    Self-Regulatory Organizations; NYSE                      securities that are not reported to the                  On July 30, 2007, the NASD, NYSE,
                                                    MKT LLC; Notice of Filing of Proposed                    Consolidated Tape, and to make                        and NYSE Regulation, Inc. (‘‘NYSE
                                                    Rule Change Deleting Rule 410B                           conforming amendments to Rule 476A                    Regulation’’) consolidated their member
                                                    Equities Governing Reporting                             to delete a reference to Rule 410B.                   firm regulation operations to create the
                                                    Requirements for Off-Exchange                            Background                                            Financial Industry Regulatory
                                                    Transactions                                                                                                   Authority, Inc. (‘‘FINRA’’), and entered
                                                                                                             Rule 410B
                                                    October 27, 2015.                                                                                              into a plan to allocate to FINRA
                                                       Pursuant to Section 19(b)(1) 1 of the                    Currently, Rule 410B requires                      regulatory responsibility for common
                                                    Securities Exchange Act of 1934 (the                     members or member organizations to                    rules and common members (‘‘17d-2
                                                    ‘‘Act’’) 2 and Rule 19b–4 thereunder,3                   report to the Exchange transactions in                Agreement’’).8 The Exchange was added
                                                    notice is hereby given that, on October                  NYSE-listed securities effected for the               as a party to the 17d-2 Agreement in
                                                    16, 2015, NYSE MKT LLC (the                              account of a member or member                         2009.9 In 2008, the Exchange, NASD,
                                                    ‘‘Exchange’’ or ‘‘NYSE MKT’’) filed with                 organization, or for the account of a                 NYSE, and NYSE Regulation also
                                                    the Securities and Exchange                              customer of a member or member                        entered into a plan to allocate to FINRA
                                                    Commission (the ‘‘Commission’’) the                      organization, that are not reported to the            regulatory responsibility over common
                                                    proposed rule change as described in                     Consolidated Tape. Reports prepared                   FINRA members for surveillance,
                                                    Items I, II, and III below, which Items                  pursuant to the Rule must contain the                 investigation, and enforcement of
                                                    have been prepared by the self-                          following information:                                insider trading with respect to NYSE–
                                                    regulatory organization. The                                • Time and date of the transaction;                MKT listed stocks, among others,
                                                    Commission is publishing this notice to                     • stock symbol of the listed security;             irrespective of where the relevant
                                                    solicit comments on the proposed rule                       • number of shares;                                trading occurred (the ‘‘Insider Trading
                                                    change from interested persons.                             • price;                                           Plan’’).10 On June 14, 2010, FINRA was
                                                                                                                • marketplace where the transaction                retained to perform the residual market
                                                    I. Self-Regulatory Organization’s                        was executed;                                         surveillance and enforcement functions
                                                    Statement of the Terms of Substance of                      • an indication whether the                        that had, up to that point, been
                                                    the Proposed Rule Change                                 transaction was a buy (B), sell (S) or                performed by NYSE Regulation.11 In
                                                       The Exchange proposes to delete Rule                  cross (C);
                                                    410B—Equities governing reporting                           • an indication whether the                           5 See Securities Exchange Act Release No. 31358

                                                    requirements for off-Exchange                            transaction was executed as principal or              (October 26, 1992), 57 FR 1294 (January 6, 1992)
                                                    transactions. The text of the proposed                   agent; and                                            (SR–NYSE–91–45) (‘‘Rule 410B Approval Order’’).

                                                    rule change is available on the                             • the name of the contra-side broker-                 6 See id., 57 FR at 1294.
                                                                                                                                                                      7 See Securities Exchange Act Release No. 58265
                                                    Exchange’s Web site at www.nyse.com,                     dealer to the trade.4
                                                                                                                                                                   (July 30, 2008), 73 FR 46075, 46078 (August 7,
                                                    at the principal office of the Exchange,                    Rule 410B was adopted by the                       2008) (SR–Amex–2008–63).
                                                    and at the Commission’s Public                           Exchange’s affiliate the New York Stock                  8 See Securities Exchange Act Release No. 56148

                                                    Reference Room.                                          Exchange LLC (‘‘NYSE’’) in 1992. At the               (July 26, 2007), 72 FR 42146 (August 1, 2007) (File
                                                                                                             time, transactions in NYSE-listed stocks              No. 4–544) (Notice of Filing and Order Approving
                                                    II. Self-Regulatory Organization’s                                                                             and Declaring Effective a Plan for the Allocation of
                                                                                                             effected outside of business hours or in              Regulatory Responsibilities). In 2007, the NASD,
                                                    Statement of the Purpose of, and                         foreign markets were not reported to the              NYSE, the Exchange and NYSE Regulation also
                                                    Statutory Basis for, the Proposed Rule                   Consolidated Tape and, with the                       entered into a Regulatory Services Agreement
                                                    Change                                                   exception of program trading                          (‘‘RSA’’), whereby FINRA was retained to perform
                                                                                                                                                                   certain regulatory services for non-common rules.
                                                                                                             information, were not reported to the
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                       In its filing with the Commission, the                                                                         9 See Securities Exchange Act Release No. 60409
                                                    self-regulatory organization included                    Exchange. The Exchange (then the New                  (July 30, 2009), 74 FR 39353 (August 6, 2009) (File
                                                    statements concerning the purpose of,                    York Stock Exchange, Inc.) believed that              No. 4–587).
                                                    and basis for, the proposed rule change                  ‘‘all transactions in NYSE-listed stocks                 10 See Securities Exchange Act Release No. 54646

                                                                                                             that are not reported to the Consolidated             (September 12, 2008), 73 FR 54646 (September 22,
                                                    and discussed any comments it received                                                                         2008) (File No. 4–566). See also Securities Exchange
                                                                                                             Tape should be reported to the                        Act Release No. 58806 (October 17, 2008), 73 FR
                                                      1 15 U.S.C. 78s(b)(1).                                 Exchange in order to provide an                       63216 (October 23, 2008) (File No. 4–566).
                                                      2 15 U.S.C. 78a.                                                                                                11 See note 8, supra; Securities Exchange Act
                                                      3 17 CFR 240.19b–4.                                      4 See   Rule 410B.                                  Release No. 62355 (June 22, 2010), 75 FR 36729



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Document Created: 2018-03-01 11:30:33
Document Modified: 2018-03-01 11:30:33
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation80 FR 67452 

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