Order Regarding Review of FASB Accounting Support Fee for 2017 Under Section 109 of The Sarbanes-Oxley Act of 2002, 9434-9435 [2017-02413]

Download as PDF sradovich on DSK3GMQ082PROD with NOTICES 9434 Federal Register / Vol. 82, No. 23 / Monday, February 6, 2017 / Notices 1. Any investment company owning voting stock of any Trust in excess of the limits imposed by section 12(d)(1) of the Act will be required by the Trust’s charter documents, or will undertake, to vote its Trust shares in proportion to the vote of all other Holders. 2. The trustees of each Trust, including a majority of the trustees who are not interested persons of the Trust, (a) will adopt procedures that are reasonably designed to provide that the conditions set forth below have been complied with; (b) will make and approve such changes as are deemed necessary; and (c) will determine that the transactions made pursuant to the order were effected in compliance with such procedures. 3. The Trusts (1) will maintain and preserve in an easily accessible place a written copy of the procedures (and any modifications thereto), and (ii) will maintain and preserve for the longer of (x) the life of the Trusts and (y) six years following the purchase of any Treasuries, the first two years in an easily accessible place, a written record of all Treasuries purchased, whether or not from Applicant, setting forth a description of the Treasuries purchased, the identity of the seller, the terms of the purchase, and the information or materials upon which the determinations described below were made. 4. The Treasuries to be purchased by each Trust will be sufficient to provide payments to Holders that are consistent with the investment objectives and policies of the Trust as recited in the Trust’s registration statement and will be consistent with the interests of the Trust and the Holders of its Securities. 5. The terms of the transactions will be reasonable and fair to the Holders of the Securities issued by each Trust and will not involve overreaching of the Trust or the Holders of Securities of the Trust on the part of any person concerned. 6. The fee, spread, or other remuneration to be received by Applicant will be reasonable and fair compared to the fee, spread, or other remuneration received by dealers in connection with comparable transactions at such time, and will comply with section 17(e)(2)(C) of the Act. 7. Before any Treasuries are purchased by the Trust, the Trust must obtain such available market information as it deems necessary to determine that the price to be paid for, and the terms of, the transaction are at least as favorable as that available from other sources. This shall include the Trust obtaining and documenting the VerDate Sep<11>2014 16:03 Feb 03, 2017 Jkt 241001 competitive indications with respect to the specific proposed transaction from two other independent government securities dealers. Competitive quotation information must include price and settlement terms. These dealers must be those who, in the experience of the Trust’s trustees, have demonstrated the consistent ability to provide professional execution of Treasury transactions at competitive market prices. They also must be those who are in a position to quote favorable prices. For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–02360 Filed 2–3–17; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Securities Act of 1933, Release No. 33– 10297/January 31, 2017; Securities Exchange Act of 1934, Release No. 34– 79912/January 31, 2017] Order Regarding Review of FASB Accounting Support Fee for 2017 Under Section 109 of The SarbanesOxley Act of 2002 The Sarbanes-Oxley Act of 2002 (the ‘‘Act’’) provides that the Securities and Exchange Commission (the ‘‘Commission’’) may recognize, as generally accepted for purposes of the securities laws, any accounting principles established by a standard setting body that meets certain criteria. Consequently, Section 109 of the Act provides that all of the budget of such a standard setting body shall be payable from an annual accounting support fee assessed and collected against each issuer, as may be necessary or appropriate to pay for the budget and provide for the expenses of the standard setting body, and to provide for an independent, stable source of funding, subject to review by the Commission. Under Section 109(f) of the Act, the amount of fees collected for a fiscal year shall not exceed the ‘‘recoverable budget expenses’’ of the standard setting body. Section 109(h) amends Section 13(b)(2) of the Securities Exchange Act of 1934 to require issuers to pay the allocable share of a reasonable annual accounting support fee or fees, determined in accordance with Section 109 of the Act. On April 25, 2003, the Commission issued a policy statement concluding that the Financial Accounting Standards Board (‘‘FASB’’) and its parent organization, the Financial Accounting PO 00000 Frm 00065 Fmt 4703 Sfmt 4703 Foundation (‘‘FAF’’), satisfied the criteria for an accounting standardsetting body under the Act, and recognizing the FASB’s financial accounting and reporting standards as ‘‘generally accepted’’ under Section 108 of the Act.1 As a consequence of that recognition, the Commission undertook a review of the FASB’s accounting support fee for calendar year 2017.2 In connection with its review, the Commission also reviewed the budget for the FAF and the FASB for calendar year 2017. Section 109 of the Act also provides that the standard setting body can have additional sources of revenue for its activities, such as earnings from sales of publications, provided that each additional source of revenue shall not jeopardize, in the judgment of the Commission, the actual or perceived independence of the standard setter. In this regard, the Commission also considered the interrelation of the operating budgets of the FAF, the FASB, and the Governmental Accounting Standards Board (‘‘GASB’’), the FASB’s sister organization, which sets accounting standards used by state and local government entities. The Commission has been advised by the FAF that neither the FAF, the FASB, nor the GASB accept contributions from the accounting profession. The Commission understands that the Office of Management and Budget (‘‘OMB’’) has determined the FASB’s spending of the 2017 accounting support fee is sequestrable under the Budget Control Act of 2011.3 So long as sequestration is applicable, we anticipate that the FAF will work with the Commission and Commission staff as appropriate regarding its implementation of sequestration. The Commission understands that FASB recently conducted a review of its Investor Advisory Committee (‘‘IAC’’). We anticipate that the FASB will keep the Commission informed of IAC-related actions, including any efforts the FASB undertakes to improve the functioning of the IAC. In this regard, the Commission requests that the FASB provide the Commission with quarterly updates of its efforts to reach a broader set of investors as well as the IAC’s recommendations, funding, 1 Financial Reporting Release No. 70. Financial Accounting Foundation’s Board of Trustees approved the FASB’s budget on November 15, 2016. The FAF submitted the approved budget to the Commission on November 22, 2016. 3 See ‘‘OMB Report Pursuant to the Sequestration Transparency Act of 2012’’ (Pub. L. 112–155), page 222 of 224 at: http://www.whitehouse.gov/sites/ default/files/omb/assets/legislative_reports/ stareport.pdf. 2 The E:\FR\FM\06FEN1.SGM 06FEN1 Federal Register / Vol. 82, No. 23 / Monday, February 6, 2017 / Notices membership, meetings, research, and substantive public sessions. The Commission understands that the FASB continues to take steps to implement improvements to the performance and management of its standard-setting process. The Commission requests that the FASB provide the Commission with timely updates throughout the year on the progress of this initiative as well as on any significant recommended or anticipated changes to processes or funding. The Commission requests that the FASB conduct an assessment of the efficiency and effectiveness of the U.S. GAAP Financial Reporting Taxonomy and report the findings, including suggested improvements, to the Commission prior to the FAF’s approval of the FASB’s 2018 budget and associated accounting support fee for review by the Commission. The Commission also requests that the FAF provide information to the Commission regarding the nature, timing, and extent of public solicitation of potential candidates for FASB Board member vacancies. After its review, the Commission determined that the 2017 annual accounting support fee for the FASB is consistent with Section 109 of the Act. Accordingly, It is ordered, pursuant to Section 109 of the Act, that the FASB may act in accordance with this determination of the Commission. By the Commission. Brent J. Fields, Secretary. [FR Doc. 2017–02413 Filed 2–3–17; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–79911; File No. SR– NYSEMKT–2017–02] sradovich on DSK3GMQ082PROD with NOTICES Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing of Proposed Rule Change, as Modified by Amendment No. 1, To Adopt the Rule 6800 Series To Implement the Compliance Rule Regarding the National Market System Plan Governing the Consolidated Audit Trail January 31, 2017. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (the ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 1 15 U.S.C.78s(b)(1). U.S.C. 78a. 3 17 CFR 240.19b–4. 16:03 Feb 03, 2017 I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposed rule change to adopt the Rule 6800 Series to implement the compliance rule (‘‘Compliance Rule’’) regarding the National Market System Plan Governing the Consolidated Audit Trail (the ‘‘CAT NMS Plan’’ or ‘‘Plan’’).4 The proposed rule change is available on the Exchange’s Web site at www.nyse.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization 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 those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose This Amendment No. 1 amends and replaces in its entirety the original proposal filed by the Exchange on January 17, 2017. The Exchange submits this Amendment No. 1 in order to clarify certain points and add additional details to the Compliance Rule as proposed herein. 4 Unless otherwise specified, capitalized terms used in this rule filing are defined as set forth herein or in the CAT NMS Plan. 2 15 VerDate Sep<11>2014 notice is hereby given that, on January 17, 2017, NYSE MKT LLC (the ‘‘Exchange’’ or ‘‘NYSE MKT’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the selfregulatory organization. On January 30, 2017, the Exchange filed Amendment No. 1 to the proposed rule change, which amended and replaced the proposed rule change in its entirety. The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. Jkt 241001 PO 00000 Frm 00066 Fmt 4703 Sfmt 4703 9435 Bats BYX Exchange, Inc., Bats BZX Exchange, Inc., Bats EDGA Exchange, Inc., Bats EDGX Exchange, Inc., BOX Options Exchange LLC, C2 Options Exchange, Incorporated, Chicago Board Options Exchange, Incorporated, Chicago Stock Exchange, Inc., Financial Industry Regulatory Authority, Inc., International Securities Exchange, LLC, Investors’ Exchange LLC, ISE Gemini, LLC, ISE Mercury, LLC, Miami International Securities Exchange LLC, MIAX PEARL, LLC, NASDAQ BX, Inc., NASDAQ PHLX LLC, The NASDAQ Stock Market LLC, National Stock Exchange, Inc., New York Stock Exchange LLC, NYSE MKT LLC, and NYSE Arca, Inc. (collectively, the ‘‘Participants’’) filed with the Commission, pursuant to Section 11A of the Exchange Act 5 and Rule 608 of Regulation NMS thereunder,6 the CAT NMS Plan.7 The Participants filed the Plan to comply with Rule 613 of Regulation NMS under the Exchange Act. The Plan was published for comment in the Federal Register on May 17, 2016,8 and approved by the Commission, as modified, on November 15, 2016.9 The Plan is designed to create, implement and maintain a consolidated audit trail (‘‘CAT’’) that would capture customer and order event information for orders in NMS Securities and OTC Equity Securities, across all markets, from the time of order inception through routing, cancellation, modification, or execution in a single consolidated data source. Each Participant is required to enforce compliance by its Industry Member, as applicable, with the provisions of the Plan, by adopting a Compliance Rule applicable to their Industry Members.10 As is described 5 15 U.S.C. 78k–1. CFR 242.608. 7 See Letter from the Participants to Brent J. Fields, Secretary, Commission, dated September 30, 2014; and Letter from Participants to Brent J. Fields, Secretary, Commission, dated February 27, 2015. On December 24, 2015, the Participants submitted an amendment to the CAT NMS Plan. See Letter from Participants to Brent J. Fields, Secretary, Commission, dated December 23, 2015. 8 See Securities Exchange Act Release No. 77724 (April 27, 2016), 81 FR 30614 (May 17, 2016). 9 See Securities Exchange Act Release No. 79318 (November 15, 2016), 81 FR 84696 (November 23, 2016) (‘‘Order Approving the National Market System Plan Governing the Consolidated Audit Trail) (‘‘Approval Order’’). 10 See SEC Rule 613(g)(1). The proposed Rule 6800 Series would be applicable to member organization. The term ‘‘member organization’’ is defined in Rule 24 (Office Rules) as ‘‘a partnership, corporation or such other entity as the Exchange may, by Rule, permit to become a member organization, and which meets the qualifications specified in the Rules.’’ The term ‘‘member organization’’ is defined in Rule 2(b)(i) (Equities 6 17 E:\FR\FM\06FEN1.SGM Continued 06FEN1

Agencies

[Federal Register Volume 82, Number 23 (Monday, February 6, 2017)]
[Notices]
[Pages 9434-9435]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-02413]


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SECURITIES AND EXCHANGE COMMISSION

[Securities Act of 1933, Release No. 33-10297/January 31, 2017; 
Securities Exchange Act of 1934, Release No. 34-79912/January 31, 2017]


Order Regarding Review of FASB Accounting Support Fee for 2017 
Under Section 109 of The Sarbanes-Oxley Act of 2002

    The Sarbanes-Oxley Act of 2002 (the ``Act'') provides that the 
Securities and Exchange Commission (the ``Commission'') may recognize, 
as generally accepted for purposes of the securities laws, any 
accounting principles established by a standard setting body that meets 
certain criteria. Consequently, Section 109 of the Act provides that 
all of the budget of such a standard setting body shall be payable from 
an annual accounting support fee assessed and collected against each 
issuer, as may be necessary or appropriate to pay for the budget and 
provide for the expenses of the standard setting body, and to provide 
for an independent, stable source of funding, subject to review by the 
Commission. Under Section 109(f) of the Act, the amount of fees 
collected for a fiscal year shall not exceed the ``recoverable budget 
expenses'' of the standard setting body. Section 109(h) amends Section 
13(b)(2) of the Securities Exchange Act of 1934 to require issuers to 
pay the allocable share of a reasonable annual accounting support fee 
or fees, determined in accordance with Section 109 of the Act.
    On April 25, 2003, the Commission issued a policy statement 
concluding that the Financial Accounting Standards Board (``FASB'') and 
its parent organization, the Financial Accounting Foundation (``FAF''), 
satisfied the criteria for an accounting standard-setting body under 
the Act, and recognizing the FASB's financial accounting and reporting 
standards as ``generally accepted'' under Section 108 of the Act.\1\ As 
a consequence of that recognition, the Commission undertook a review of 
the FASB's accounting support fee for calendar year 2017.\2\ In 
connection with its review, the Commission also reviewed the budget for 
the FAF and the FASB for calendar year 2017.
---------------------------------------------------------------------------

    \1\ Financial Reporting Release No. 70.
    \2\ The Financial Accounting Foundation's Board of Trustees 
approved the FASB's budget on November 15, 2016. The FAF submitted 
the approved budget to the Commission on November 22, 2016.
---------------------------------------------------------------------------

    Section 109 of the Act also provides that the standard setting body 
can have additional sources of revenue for its activities, such as 
earnings from sales of publications, provided that each additional 
source of revenue shall not jeopardize, in the judgment of the 
Commission, the actual or perceived independence of the standard 
setter. In this regard, the Commission also considered the 
interrelation of the operating budgets of the FAF, the FASB, and the 
Governmental Accounting Standards Board (``GASB''), the FASB's sister 
organization, which sets accounting standards used by state and local 
government entities. The Commission has been advised by the FAF that 
neither the FAF, the FASB, nor the GASB accept contributions from the 
accounting profession.
    The Commission understands that the Office of Management and Budget 
(``OMB'') has determined the FASB's spending of the 2017 accounting 
support fee is sequestrable under the Budget Control Act of 2011.\3\ So 
long as sequestration is applicable, we anticipate that the FAF will 
work with the Commission and Commission staff as appropriate regarding 
its implementation of sequestration.
---------------------------------------------------------------------------

    \3\ See ``OMB Report Pursuant to the Sequestration Transparency 
Act of 2012'' (Pub. L. 112-155), page 222 of 224 at: http://www.whitehouse.gov/sites/default/files/omb/assets/legislative_reports/stareport.pdf.
---------------------------------------------------------------------------

    The Commission understands that FASB recently conducted a review of 
its Investor Advisory Committee (``IAC''). We anticipate that the FASB 
will keep the Commission informed of IAC-related actions, including any 
efforts the FASB undertakes to improve the functioning of the IAC. In 
this regard, the Commission requests that the FASB provide the 
Commission with quarterly updates of its efforts to reach a broader set 
of investors as well as the IAC's recommendations, funding,

[[Page 9435]]

membership, meetings, research, and substantive public sessions.
    The Commission understands that the FASB continues to take steps to 
implement improvements to the performance and management of its 
standard-setting process. The Commission requests that the FASB provide 
the Commission with timely updates throughout the year on the progress 
of this initiative as well as on any significant recommended or 
anticipated changes to processes or funding.
    The Commission requests that the FASB conduct an assessment of the 
efficiency and effectiveness of the U.S. GAAP Financial Reporting 
Taxonomy and report the findings, including suggested improvements, to 
the Commission prior to the FAF's approval of the FASB's 2018 budget 
and associated accounting support fee for review by the Commission. The 
Commission also requests that the FAF provide information to the 
Commission regarding the nature, timing, and extent of public 
solicitation of potential candidates for FASB Board member vacancies.
    After its review, the Commission determined that the 2017 annual 
accounting support fee for the FASB is consistent with Section 109 of 
the Act. Accordingly,
    It is ordered, pursuant to Section 109 of the Act, that the FASB 
may act in accordance with this determination of the Commission.

    By the Commission.
Brent J. Fields,
Secretary.
[FR Doc. 2017-02413 Filed 2-3-17; 8:45 am]
 BILLING CODE 8011-01-P