83_FR_4101 83 FR 4082 - Submission for OMB Review; Comment Request

83 FR 4082 - Submission for OMB Review; Comment Request

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 19 (January 29, 2018)

Page Range4082-4083
FR Document2018-01599

Federal Register, Volume 83 Issue 19 (Monday, January 29, 2018) 
[Federal Register Volume 83, Number 19 (Monday, January 29, 2018)]
[Notices]
[Pages 4082-4083]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-01599]


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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-148, OMB Control No. 3235-0133]


Submission for OMB Review; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange 
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 
20549-2736

Extension:
    Rule 17a-19 and Form X-17A-19.

    Notice is hereby given that pursuant to the Paperwork Reduction Act 
of 1995 (``PRA'') (44 U.S.C. 3501 et seq.), the Securities and Exchange 
Commission (``Commission'') has submitted to the Office of Management 
and Budget (``OMB'') a request for approval of extension of the 
previously approved collection of information provided for in Rule 17a-
19 (17 CFR 240.17a-19) and Form X-17A-19 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78a et seq.).
    Rule 17a-19 requires every national securities exchange and 
registered national securities association to file a Form X-17A-19 with 
the Commission and the Securities Investor Protection Corporation 
(``SIPC'') within 5 business days of the initiation, suspension, or 
termination of any member and, when terminating the membership interest 
of any member, to notify that member of its obligation to file 
financial reports as

[[Page 4083]]

required by Exchange Act Rule 17a-5(b).\1\
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    \1\ 17 CFR 240.17a-5(b).
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    Commission staff anticipates that the national securities exchanges 
and registered national securities associations collectively will make 
800 total filings annually pursuant to Rule 17a-19 and that each filing 
will take approximately 15 minutes. The total reporting burden is 
estimated to be approximately 200 total annual hours.
    An agency may not conduct or sponsor, and a person is not required 
to respond to, a collection of information under the PRA unless it 
displays a currently valid OMB control number.
    The public may view background documentation for this information 
collection at the following website: 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: 
[email protected]; and (ii) Pamela Dyson, Director/Chief 
Information Officer, Securities and Exchange Commission, c/o Remi 
Pavlik-Simon, 100 F Street NE, Washington, DC 20549, or by sending an 
email to: [email protected]. Comments must be submitted to OMB within 
30 days of this notice.

    Dated: January 24, 2018.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-01599 Filed 1-26-18; 8:45 am]
 BILLING CODE 8011-01-P

4082 Federal Register / Vol. 83, No. 19 / Monday, January 29, 2018 / Notices hearing may request notification by request an order of exemption under transaction are fair and reasonable and writing to the Commission’s Secretary. sections 6(c) and 17(b) of the Act from do not involve overreaching on the part ADDRESSES: Secretary, U.S. Securities the prohibition on certain affiliated of any person concerned; (b) the and Exchange Commission, 100 F transactions in section 17(a) of the Act proposed transaction is consistent with Street, NE, Washington, DC 20549– to the extent necessary to permit the the policies of each registered 1090. Applicants: Northern Lights Fund Underlying Funds to sell their shares to, investment company involved; and (c) Trust and Pacific Financial Group, LLC, and redeem their shares from, the Funds the proposed transaction is consistent c/o JoAnn Strasser, Esq., Thompson of Funds.4 Applicants state that such with the general purposes of the Act. Hine LLP, 41 South High Street, Suite transactions will be consistent with the Section 6(c) of the Act permits the 1700, Columbus, OH 43215; and policies of each Fund of Funds and each Commission to exempt any persons or Richard Malinowski, Esq., Gemini Fund Underlying Fund and with the general transactions from any provision of the Services, 80 Arkay Drive, Hauppauge, purposes of the Act and will be based Act if such exemption is necessary or NY 11788. on the net asset values of the appropriate in the public interest and Underlying Funds. consistent with the protection of FOR FURTHER INFORMATION CONTACT: Jean 2. Applicants agree that any order investors and the purposes fairly E. Minarick, Senior Counsel, at (202) granting the requested relief will be 551–6811, or Robert Shapiro, Branch intended by the policy and provisions of subject to the terms and conditions the Act. Chief, at (202) 551–6821 (Division of stated in the application. Such terms Investment Management, Chief and conditions are designed to, among For the Commission, by the Division of Counsel’s Office). other things, help prevent any potential Investment Management, pursuant to SUPPLEMENTARY INFORMATION: The delegated authority. (i) undue influence over an Underlying following is a summary of the Fund that is not in the same ‘‘group of Eduardo A. Aleman, application. The complete application investment companies’’ as the Fund of Assistant Secretary. may be obtained via the Commission’s Funds through control or voting power, [FR Doc. 2018–01548 Filed 1–26–18; 8:45 am] website by searching for the file or in connection with certain services, BILLING CODE 8011–01–P number, or for an applicant using the transactions, and underwritings, (ii) Company name box, at http:// excessive layering of fees, and (iii) www.sec.gov/search/search.htm, or by overly complex fund structures, which SECURITIES AND EXCHANGE calling (202) 551–8090. are the concerns underlying the limits COMMISSION Summary of the Application in sections 12(d)(1)(A), (B), and (C) of the Act. [SEC File No. 270–148, OMB Control No. 1. Applicants request an order to 3. Section 12(d)(1)(J) of the Act 3235–0133] permit (a) a Fund 1 (each a ‘‘Fund of provides that the Commission may Funds’’) to acquire shares of Underlying exempt any person, security, or Submission for OMB Review; Funds 2 in excess of the limits in transaction, or any class or classes of Comment Request sections 12(d)(1)(A) and (C) of the Act persons, securities, or transactions, from and (b) the Underlying Funds that are any provision of section 12(d)(1) if the Upon Written Request, Copies Available registered open-end investment exemption is consistent with the public From: Securities and Exchange companies or series thereof, their interest and the protection of investors. Commission, Office of FOIA Services, principal underwriters and any broker Section 17(b) of the Act authorizes the 100 F Street NE, Washington, DC or dealer registered under the Securities Commission to grant an order 20549–2736 Exchange Act of 1934 to sell shares of permitting a transaction otherwise the Underlying Fund to the Fund of Extension: prohibited by section 17(a) if it finds Rule 17a–19 and Form X–17A–19. Funds in excess of the limits in section that (a) the terms of the proposed 12(d)(1)(B) of the Act.3 Applicants also Notice is hereby given that pursuant and registered closed-end investment companies to the Paperwork Reduction Act of 1995 1 Applicants request that the order apply to each that are not listed and traded on a national existing and future series of the Trust and to each securities exchange. (‘‘PRA’’) (44 U.S.C. 3501 et seq.), the existing and future registered open-end investment 4 A Fund of Funds generally would purchase and Securities and Exchange Commission company or series thereof that is advised by the sell shares of an Underlying Fund that operates as (‘‘Commission’’) has submitted to the Applying Manager or its successor-in-interest or by an ETF through secondary market transactions Office of Management and Budget any other investment adviser controlling, controlled rather than through principal transactions with the by or under common control with the Applying (‘‘OMB’’) a request for approval of Underlying Fund. Applicants nevertheless request Manager or its successor and is part of the same relief from section 17(a)(1) and (2) to permit each extension of the previously approved ‘‘group of investment companies’’ as the Trust Fund of Funds that is an affiliated person, or an collection of information provided for in (each, a ‘‘Fund’’). For purposes of the requested affiliated person of an affiliated person, as defined Rule 17a–19 (17 CFR 240.17a–19) and order, ‘‘successor-in-interest’’ is limited to an entity in section 2(a)(3) of the Act, of an ETF, to sell shares that results from a reorganization into another Form X–17A–19 of the Securities to or redeem shares from the ETF. Applicants are jurisdiction or a change in the type of business not seeking relief from Section 17(a) for, and the Exchange Act of 1934 (15 U.S.C. 78a et organization. For purposes of the request for relief, requested relief will not apply to, transactions seq.). the term ‘‘group of investment companies’’ means where an ETF could be deemed an affiliated person, any two or more registered investment companies, or an affiliated person of an affiliated person, of a Rule 17a–19 requires every national including closed-end investment companies or Fund of Funds because an investment adviser to the securities exchange and registered BDCs, that hold themselves out to investors as ETF or an entity controlling, controlled by or under national securities association to file a related companies for purposes of investment and common control with the investment adviser to the Form X–17A–19 with the Commission sradovich on DSK3GMQ082PROD with NOTICES investor services. ETF, is also an investment adviser to the Fund of 2 Certain of the Underlying Funds have obtained Funds. A Fund of Funds will purchase and sell and the Securities Investor Protection exemptions from the Commission necessary to shares of an Underlying Fund that is a closed-end Corporation (‘‘SIPC’’) within 5 business permit their shares to be listed and traded on a fund or BDC through secondary market transactions days of the initiation, suspension, or national securities exchange at negotiated prices at market prices rather than through principal termination of any member and, when and, accordingly, to operate as an exchange-traded transactions with the closed-end fund or BDC. fund (‘‘ETF’’). Accordingly, applicants are not requesting section terminating the membership interest of 3 Applicants do not request relief for the Funds 17(a) relief with respect to transactions in shares of any member, to notify that member of of Funds to invest in reliance on the order in BDCs closed-end funds (including BDCs). its obligation to file financial reports as VerDate Sep<11>2014 19:42 Jan 26, 2018 Jkt 244001 PO 00000 Frm 00060 Fmt 4703 Sfmt 4703 E:\FR\FM\29JAN1.SGM 29JAN1

Federal Register / Vol. 83, No. 19 / Monday, January 29, 2018 / Notices 4083 required by Exchange Act Rule 17a– of certain European financial represent in the Request Letter that, 5(b).1 institutions (each, an ‘‘Issuer’’), unlike traditional convertible debt Commission staff anticipates that the conditional class exemptive or no-action instruments, the AT1 Contingent national securities exchanges and relief from Rules 101 and 102 of Convertible Securities to be offered registered national securities Regulation M under the Securities automatically convert into Shares only associations collectively will make 800 Exchange Act of 1934, as amended (the upon the occurrence of a remote, capital total filings annually pursuant to Rule ‘‘Exchange Act’’), to permit certain adequacy-related trigger event that is set 17a–19 and that each filing will take transactions in ordinary shares forth in the terms of the relevant AT1 approximately 15 minutes. The total underlying the contingent convertible Contingent Convertible Security. reporting burden is estimated to be debt securities qualifying as additional Specifically, Applicants represent, approximately 200 total annual hours. tier 1 capital (‘‘AT1 Contingent among other things, the following: An agency may not conduct or Convertible Securities’’), including • Relief is requested only with sponsor, and a person is not required to ordinary shares represented by respect to AT1 Contingent Convertible respond to, a collection of information American depositary shares Securities that automatically and under the PRA unless it displays a (collectively, ‘‘Shares’’), by Issuers and mandatorily convert into Shares if the currently valid OMB control number. affiliated purchasers, including those Issuer’s Common Equity Tier 1 Capital The public may view background acting as distribution participants, Ratio (as calculated in accordance with documentation for this information during a distribution of such AT1 CRD IV) falls below a pre-determined collection at the following website: Contingent Convertible Securities.2 trigger level of 7.0% or lower; 5 www.reginfo.gov. Comments should be • A Common Equity Tier 1 Capital directed to: (i) Desk Officer for the AT1 Contingent Convertible Securities Ratio below 7.0% is effectively a sign of Securities and Exchange Commission, Over the last several years, a number distress, and conversion of AT1 Office of Information and Regulatory of European financial institutions have Contingent Convertible Securities with a Affairs, Office of Management and issued various series of AT1 Contingent trigger level of 7.0% or lower is unlikely Budget, Room 10102, New Executive Convertible Securities that are designed to occur as a result of actions within an Office Building, Washington, DC 20503, to qualify as additional tier 1 capital Issuer’s control; or by sending an email to: Shagufta_ (‘‘AT1 Capital’’) that can be counted by • Because of the perceived severity of Ahmed@omb.eop.gov; and (ii) Pamela a financial institution towards the the regulatory sanctions that would Dyson, Director/Chief Information capital requirements mandated by otherwise apply to an Issuer who allows Officer, Securities and Exchange European regulators.3 its Common Equity Tier 1 Capital Ratio Commission, c/o Remi Pavlik-Simon, Applicants represent in the Request to fall below its Combined Buffer 100 F Street NE, Washington, DC 20549, Letter that the AT1 Contingent Requirement,6 Issuers have a strong or by sending an email to: PRA_ Convertible Securities to be offered are Mailbox@sec.gov. Comments must be fundamentally fixed-income debt equity upside in the unlikely event of a conversion securities that are priced and traded by into Shares), citing to prior requests for relief from submitted to OMB within 30 days of Rules 101 and 102 of Regulation M in connection this notice. investors as such.4 Applicants also with offerings of AT1 Contingent Convertible Securities: Letter from Josephine J. Tao, Assistant Dated: January 24, 2018. 2 The requested relief is solely to permit Dir., Office of Derivatives Policy & Trading Eduardo A. Aleman, transactions in Shares during a distribution of an Practices, Div. of Trading & Mkts., SEC, to Mark J. Assistant Secretary. Issuer’s AT1 Contingent Convertible Securities (i.e., Welshimer, Sullivan & Cromwell LLP (Apr. 7, 2015) the Request Letter does not seek relief with respect (ING Groep N.V.); Letter from Josephine J. Tao, [FR Doc. 2018–01599 Filed 1–26–18; 8:45 am] to transactions in the AT1 Contingent Convertible Assistant Dir., Office of Derivatives Policy & BILLING CODE 8011–01–P Securities themselves). For purposes of this relief, Trading Practices, Div. of Trading & Mkts., SEC, to the terms ‘‘affiliated purchasers’’ and ‘‘distribution John Banes, Davis Polk & Wardwell London LLP participants’’ shall have the same meaning as (Mar. 6, 2014) (Lloyds Banking Group); Letter from defined in Rule 100(b) of Regulation M. See 17 CFR Josephine J. Tao, Assistant Dir., Office of SECURITIES AND EXCHANGE 242.100(b). Derivatives Policy & Trading Practices, Div. of COMMISSION 3 Applicants represent in the Request Letter that Trading & Mkts., SEC, to George H. White, Sullivan the qualification requirements/features for AT1 & Cromwell LLP (Nov. 7, 2013) (Barclays PLC); [Release No. 34–82575; File No. TP 18–08] Letter From Josephine J. Tao, Assistant Dir., Office Contingent Convertible Securities that qualify as AT1 Capital are set forth in the European Union’s of Derivatives Policy & Trading Practices, Div. of Order Granting Limited Exemptions Capital Requirements Directive IV and related Trading & Mkts., SEC, to Michael J. Willisch, Davis From Rules 101 and 102 of Regulation Capital Requirements Regulation (collectively, the Polk & Wardwell Spain LLP (Nov. 3, 2017) (Banco M in Connection With Distributions of ‘‘CRD IV’’), which were issued in response to the Bilbao Vizcaya Argentaria, S.A.). new global regulatory frameworks on bank capital 5 Applicants represent that guidance from the UK AT1 Contingent Convertible Securities adequacy and liquidity adopted by the Basel Prudential Regulation Authority will generally Pursuant to Rules 101(d) and 102(e) of Committee on Banking Supervision in December result in a 7.0% trigger level for AT1 Contingent Regulation M 2010 (generally known as ‘‘Basel III’’). Applicants Convertible Securities issued by UK financial represent that the purpose of AT1 Capital is to institutions, which is intended to ensure that only January 23, 2018. absorb future losses through conversion to common instruments that will reliably absorb losses while a By letter dated January 23, 2018, equity (or write-down) so as to allow a financial firm is still a going concern can count towards the institution to maintain sufficient Common Equity leverage ratio under CRD IV. Applicants represent counsel from Sullivan & Cromwell LLP Tier 1 Capital to continue as a going concern. In that the applicable 7.0% threshold is equivalent to and Davis Polk & Wardell LLP addition, the basic equity-related-structure of AT1 the sum of the basic 4.5% minimum for Common (collectively, the ‘‘Applicants’’),1 Contingent Convertible Securities that qualify as Equity Tier 1 Capital under CRD IV and the requested that the staff of the Division AT1 Capital under CRD IV is summarized in the additional 2.5% capital conservation buffer that is Request Letter. also required to be satisfied with Common Equity sradovich on DSK3GMQ082PROD with NOTICES of Trading and Markets grant, on behalf 4 Applicants also represent that Issuers have Tier 1 Capital under CRD IV. previously indicated that they expect AT1 6 In addition to the basic 4.5% minimum 1 17 CFR 240.17a–5(b). Contingent Convertible Securities to price and trade Common Equity Tier 1 Capital Ratio under CRD IV, 1 Letter from John O’Connor, Sullivan & Cromwell more like traditional fixed-income debt instruments there is a Combined Buffer Requirement applicable LLP, and John Banes, Davis Polk & Wardell LLP, to than conventional convertible instruments (i.e., that to any institution that is incremental to the Josephine J. Tao, Assistant Dir., Office of investors in AT1 Contingent Convertible Securities minimum requirement and is composed of (1) in all Derivatives Policy & Trading Practices, Div. of are generally focused on receiving interest cases, an additional 2.5% capital conservation Trading & Mkts., SEC (Jan. 23, 2018) (the ‘‘Request payments during the life of the AT1 Contingent buffer (with the consequence that the sum of the Letter’’). Convertible Securities rather than any potential Continued VerDate Sep<11>2014 18:19 Jan 26, 2018 Jkt 244001 PO 00000 Frm 00061 Fmt 4703 Sfmt 4703 E:\FR\FM\29JAN1.SGM 29JAN1


Document Created: 2018-01-27 00:57:27
Document Modified: 2018-01-27 00:57:27
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 Citation83 FR 4082 
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