Submission for OMB Review; Comment Request, 76723-76724 [2015-31066]

Download as PDF mstockstill on DSK4VPTVN1PROD with NOTICES Federal Register / Vol. 80, No. 237 / Thursday, December 10, 2015 / Notices (c) If, with respect to any Follow-On Investment: (i) The amount of the Follow-On Investment is not based on the CoInvestment Affiliates’ and the Regulated Funds’ outstanding investments immediately preceding the Follow-On Investment; and (ii) the aggregate amount recommended by the applicable Adviser(s) to be invested by each Regulated Fund in the Follow-On Investment, together with the amount proposed to be invested by the participating Co-Investment Affiliates in the same transaction, exceeds the amount of the opportunity, then the amount to be invested by each such party will be allocated among them pro rata based on each participating party’s capital available for investment in the asset class being allocated, up to the amount proposed to be invested by each. (d) The acquisition of Follow-On Investments as permitted by this condition will be considered a CoInvestment Transaction for all purposes and subject to the other conditions set forth in the application. 9. The Independent Directors of each Regulated Fund will be provided quarterly for review all information concerning Potential Co-Investment Transactions and Co-Investment Transactions, including investments made by the Co-Investment Affiliates and the other Regulated Funds that the Regulated Fund considered but declined to participate in, so that the Independent Directors may determine whether all investments made during the preceding quarter, including those investments that the Regulated Fund considered but declined to participate in, comply with the conditions of the Order. In addition, the Independent Directors will consider at least annually the continued appropriateness for the Regulated Fund of participating in new and existing Co-Investment Transactions. 10. Each Regulated Fund will maintain the records required by section 57(f)(3) of the Act as if each of the Regulated Funds were a BDC and each of the investments permitted under these conditions were approved by the Required Majority under section 57(f) of the Act. 11. No Independent Director of a Regulated Fund will also be a director, general partner, managing member or principal, or otherwise an ‘‘affiliated person’’ (as defined in the Act), of any Co-Investment Affiliate. 12. The expenses, if any, associated with acquiring, holding or disposing of any securities acquired in a Co- VerDate Sep<11>2014 19:33 Dec 09, 2015 Jkt 238001 Investment Transaction (including, without limitation, the expenses of the distribution of any such securities registered for sale under the 1933 Act) will, to the extent not payable by the Advisers under their respective advisory agreements with the Co-Investment Affiliates and the Regulated Funds, be shared by the participating CoInvestment Affiliates and the participating Regulated Funds in proportion to the relative amounts of the securities held or being acquired or disposed of, as the case may be. 13. Any transaction fee 12 (including break-up or commitment fees but excluding broker’s fees contemplated by section 17(e) or 57(k) of the Act, as applicable) received in connection with a Co-Investment Transaction will be distributed to the participating CoInvestment Affiliates and Regulated Funds on a pro rata basis based on the amount they each invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the participating Co-Investment Affiliates and Regulated Funds based on the amount each invests in such CoInvestment Transaction. None of the CoInvestment Affiliates, the Regulated Funds, the Advisers nor any affiliated person of the Regulated Funds or CoInvestment Affiliates will receive additional compensation or remuneration of any kind as a result of or in connection with a Co-Investment Transaction (other than (a) in the case of the Co-Investment Affiliates and the Regulated Funds, the pro rata transaction fees described above and fees or other compensation described in condition 2(c)(iii)(C), and (b) in the case of the Advisers, investment advisory fees paid in accordance with their respective investment advisory agreements with the Regulated Funds and Co-Investment Affiliates). 14. If the Holders own in the aggregate more than 25 percent of the Shares of a Regulated Fund, then the Holders will vote such Shares as directed by an independent third party (such as the trustee of a voting trust or a proxy adviser) when voting on (1) the election 12 Applicants are not requesting and the staff is not providing any relief for transaction fees received in connection with any Co-Investment Transaction. PO 00000 Frm 00070 Fmt 4703 Sfmt 4703 76723 of directors; (2) the removal of one or more directors; or (3) any matters requiring approval by the vote of a majority of the outstanding voting securities, as defined in section 2(a)(42) of the Act. For the Commission, by the Division of Investment Management, under delegated authority. Robert W. Errett, Deputy Secretary. [FR Doc. 2015–31070 Filed 12–9–15; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [SEC File No. 270–54, OMB Control No. 3235–0056] 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: Form 8–A. Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) has submitted to the Office of Management and Budget this request for extension of the previously approved collection of information discussed below. Form 8–A (17 CFR 249.208a) is a registration statement used to register a class of securities under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(b) and 78l(g)) (‘‘Exchange Act’’). Section 12(a) (15 U.S.C. 78l(a)) of the Exchange Act makes it unlawful for any member, broker, or dealer to effect any transaction in any security (other than an exempted security) on a national securities exchange unless such security has been registered under the Exchange Act (15 U.S.C. 78a et seq.). Exchange Act Section 12(b) establishes the registration procedures. Exchange Act Section 12(g) requires an issuer that is not a bank or bank holding company to register a class of equity securities (other than exempted securities) within 120 days after its fiscal year end if, on the last day of its fiscal year, the issuer has total assets of more than $10 million and the class of equity securities is ‘‘held of record’’ by either (i) 2,000 persons, or (ii) 500 persons who are not accredited investors. An issuer that is a bank or a bank holding company, must register a class of equity securities (other E:\FR\FM\10DEN1.SGM 10DEN1 76724 Federal Register / Vol. 80, No. 237 / Thursday, December 10, 2015 / Notices than exempted securities) within 120 days after the last day of its first fiscal year ended after the effective date of the JOBS Act if, on the last day of its fiscal year, the issuer has total assets of more than $10 million and the class of equity securities is ‘‘held of record’’ by 2,000 or more persons. The information must be filed with the Commission on occasion. Form 8–A is a public document. Form 8–A takes approximately 3 hours to prepare and is filed by approximately 951 respondents for a total annual reporting burden of 2,853 hours (3 hours per response x 951 responses). 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. 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 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 submitted to OMB within 30 days of this notice. Dated: December 4, 2015. Robert W. Errett, Deputy Secretary. [FR Doc. 2015–31066 Filed 12–9–15; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–76556; File No. SR–FINRA– 2015–053] mstockstill on DSK4VPTVN1PROD with NOTICES Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rule 7620A Relating to FINRA/Nasdaq Trade Reporting Facility Fees December 4, 2015. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on November 1 15 2 17 U.S.C. 78s(b)(1). CFR 240.19b–4. VerDate Sep<11>2014 19:33 Dec 09, 2015 Jkt 238001 25, 2015, Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by FINRA. FINRA has designated the proposed rule change as ‘‘establishing or changing a due, fee or other charge’’ under Section 19(b)(3)(A)(ii) of the Act 3 and Rule 19b– 4(f)(2) thereunder,4 which renders the proposal effective upon receipt of this filing by 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 the Substance of the Proposed Rule Change FINRA is proposing to amend FINRA Rule 7620A to modify certain fees applicable to members that use the FINRA/Nasdaq Trade Reporting Facility (the ‘‘FINRA/Nasdaq TRF’’). The text of the proposed rule change is available on FINRA’s Web site at https://www.finra.org, at the principal office of FINRA 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, FINRA 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. FINRA has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose Background The FINRA/Nasdaq TRF is a facility of FINRA that is operated by Nasdaq, Inc. (‘‘NASDAQ’’) 5 and utilizes 3 15 U.S.C. 78s(b)(3)(A)(ii). CFR 240.19b–4(f)(2). 5 As approved by its board of directors and the Commission, effective September 8, 2015, NASDAQ changed its legal name from The NASDAQ OMX Group, Inc. to Nasdaq, Inc. See Nasdaq, Inc. Form 8–K Current Report (filed September 8, 2015) (available at www.sec.gov/Archives/edgar/data/ 1120193/000119312515314459/d48431d8k.htm). FINRA and NASDAQ are in the process of amending the LLC Agreement to reflect the name change, and FINRA will file a separate proposed 4 17 PO 00000 Frm 00071 Fmt 4703 Sfmt 4703 Automated Confirmation Transaction (‘‘ACT’’) Service technology. In connection with the establishment of the FINRA/Nasdaq TRF, FINRA and NASDAQ entered into a limited liability company agreement (the ‘‘LLC Agreement’’). Under the LLC Agreement, FINRA, the ‘‘SRO Member,’’ has sole regulatory responsibility for the FINRA/Nasdaq TRF. NASDAQ, the ‘‘Business Member,’’ is primarily responsible for the management of the FINRA/Nasdaq TRF’s business affairs, including establishing pricing for use of the FINRA/Nasdaq TRF, to the extent those affairs are not inconsistent with the regulatory and oversight functions of FINRA. Additionally, the Business Member is obligated to pay the cost of regulation and is entitled to the profits and losses, if any, derived from the operation of the FINRA/Nasdaq TRF. Pursuant to the FINRA Rule 7600A Series, FINRA members that are FINRA/ Nasdaq TRF participants are charged fees and may qualify for fee caps (Rule 7620A) and also may qualify for revenue sharing payments for trade reporting to the FINRA/Nasdaq TRF (Rule 7610A). These rules are administered by NASDAQ, in its capacity as the Business Member and operator of the FINRA/Nasdaq TRF on behalf of FINRA,6 and NASDAQ collects all fees on behalf of the FINRA/Nasdaq TRF. Pursuant to Rule 7620A, FINRA members are charged fees for ‘‘NonComparison/Accept (Non-Match/ Compare)’’ trades. Such trades are defined as transactions that are not subject to the ACT Comparison process, and they may be submitted as media or non-media,7 clearing or non-clearing, AGU (automated give-up), QSR (Qualified Service Representative), onesided or internalized crosses.8 Under the fee schedule there are four categories of fees, each of which is applicable to transactions of the three Tapes: 9 (1) Media/Executing Party; (2) rule change to update the FINRA manual accordingly. 6 FINRA’s oversight of this function performed by the Business Member is conducted through a recurring assessment and review of TRF operations by an outside independent audit firm. 7 Media eligible trade reports are those that are submitted to the FINRA/Nasdaq TRF for public dissemination by the Securities Information Processors. By contrast, non-media trade reports are not submitted to the FINRA/Nasdaq TRF for public dissemination, but are submitted for regulatory and/ or clearance and settlement purposes. 8 See FINRA Rule 7620A.01. 9 Market data is transmitted to three tapes based on the listing venue of the security: New York Stock Exchange securities (‘‘Tape A’’), American Stock Exchange and regional exchange securities (‘‘Tape B’’), and Nasdaq Stock Market securities (‘‘Tape C’’). Tape A and Tape B are generally referred to as the Consolidated Tape. E:\FR\FM\10DEN1.SGM 10DEN1

Agencies

[Federal Register Volume 80, Number 237 (Thursday, December 10, 2015)]
[Notices]
[Pages 76723-76724]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-31066]


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

SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-54, OMB Control No. 3235-0056]


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:
    Form 8-A.

    Notice is hereby given that, pursuant to the Paperwork Reduction 
Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange 
Commission (``Commission'') has submitted to the Office of Management 
and Budget this request for extension of the previously approved 
collection of information discussed below.
    Form 8-A (17 CFR 249.208a) is a registration statement used to 
register a class of securities under Section 12(b) or Section 12(g) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78l(b) and 78l(g)) 
(``Exchange Act''). Section 12(a) (15 U.S.C. 78l(a)) of the Exchange 
Act makes it unlawful for any member, broker, or dealer to effect any 
transaction in any security (other than an exempted security) on a 
national securities exchange unless such security has been registered 
under the Exchange Act (15 U.S.C. 78a et seq.). Exchange Act Section 
12(b) establishes the registration procedures. Exchange Act Section 
12(g) requires an issuer that is not a bank or bank holding company to 
register a class of equity securities (other than exempted securities) 
within 120 days after its fiscal year end if, on the last day of its 
fiscal year, the issuer has total assets of more than $10 million and 
the class of equity securities is ``held of record'' by either (i) 
2,000 persons, or (ii) 500 persons who are not accredited investors. An 
issuer that is a bank or a bank holding company, must register a class 
of equity securities (other

[[Page 76724]]

than exempted securities) within 120 days after the last day of its 
first fiscal year ended after the effective date of the JOBS Act if, on 
the last day of its fiscal year, the issuer has total assets of more 
than $10 million and the class of equity securities is ``held of 
record'' by 2,000 or more persons. The information must be filed with 
the Commission on occasion. Form 8-A is a public document. Form 8-A 
takes approximately 3 hours to prepare and is filed by approximately 
951 respondents for a total annual reporting burden of 2,853 hours (3 
hours per response x 951 responses).
    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.
    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 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 submitted to OMB within 30 
days of this notice.

    Dated: December 4, 2015.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-31066 Filed 12-9-15; 8:45 am]
 BILLING CODE 8011-01-P
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