Proposed Collection; Comment Request, 25595-25596 [2019-11432]
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declined to participate in, comply with
the Conditions.
(b) All information presented to the
Regulated Fund’s Board pursuant to this
Condition will be kept for the life of the
Regulated Fund and at least two years
thereafter, and will be subject to
examination by the Commission and its
staff.
(c) Each Regulated Fund’s chief
compliance officer, as defined in rule
38a-1(a)(4), will prepare an annual
report for its Board each year that
evaluates (and documents the basis of
that evaluation) the Regulated Fund’s
compliance with the terms and
Conditions of the application and the
procedures established to achieve such
compliance.
(d) The Independent Directors will
consider at least annually whether
continued participation in new and
existing Co-Investment Transactions is
in the Regulated Fund’s best interests.
11. Record Keeping. 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).
12. Director Independence. No
Independent Director of a Regulated
Fund will also be a director, general
partner, managing member or principal,
or otherwise be an ‘‘affiliated person’’
(as defined in the Act) of any Affiliated
Fund.
13. Expenses. The expenses, if any,
associated with acquiring, holding or
disposing of any securities acquired in
a Co-Investment Transaction (including,
without limitation, the expenses of the
distribution of any such securities
registered for sale under the Securities
Act) will, to the extent not payable by
the Advisers under their respective
advisory agreements with the Regulated
Funds and the Affiliated Funds, be
shared by the Regulated Funds and the
participating Affiliated Funds in
proportion to the relative amounts of the
securities held or being acquired or
disposed of, as the case may be.
14. Transaction Fees.28 Any
transaction fee (including break-up,
structuring, monitoring or commitment
fees but excluding brokerage or
underwriting compensation permitted
by Section 17(e) or 57(k)) received in
connection with any Co-Investment
Transaction will be distributed to the
participants on a pro rata basis based on
the amounts they invested or
28 Applicants are not requesting and the
Commission is not providing any relief for
transaction fees received in connection with any
Co-Investment Transaction.
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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), and the account will earn a
competitive rate of interest that will also
be divided pro rata among the
participants. None of the Advisers, the
Affiliated Funds, the other Regulated
Funds or any affiliated person of the
Affiliated Funds or the Regulated Funds
will receive any additional
compensation or remuneration of any
kind as a result of or in connection with
a Co-Investment Transaction other than
(i) in the case of the Regulated Funds
and the Affiliated Funds, the pro rata
transaction fees described above and
fees or other compensation described in
Condition 2(c)(iii)(B)(z), (ii) brokerage or
underwriting compensation permitted
by Section 17(e) or 57(k) or (iii) in the
case of the Advisers, investment
advisory compensation paid in
accordance with investment advisory
agreements between the applicable
Regulated Fund(s) or Affiliated Fund(s)
and its Adviser.
15. Independence. 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
when voting on (1) the election of
directors; (2) the removal of one or more
directors; or (3) any other matter under
either the Act or applicable State law
affecting the Board’s composition, size
or manner of election; provided
however, that this Condition 15 will not
apply to a Regulated Fund during any
time which the Holders in the aggregate
own 100% of the Shares of such
Regulated Fund.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019–11426 Filed 5–31–19; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Proposed Collection; 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:
PO 00000
Frm 00078
Fmt 4703
Sfmt 4703
25595
Rule 15b1–1/Form BD, SEC File No. 270–
19, OMB Control No. 3235–0012
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’’) is soliciting comments
on the collection of information
provided for in Rule 15b1–1 (17 CFR
240.15b1–1) and Form BD (17 CFR
249.501) under the Securities Exchange
Act of 1934 (17 U.S.C. 78a et seq.). The
Commission plans to submit this
existing collection of information to the
Office of Management and Budget
(‘‘OMB’’) for extension and approval.
Form BD is the application form used
by firms to apply to the Commission for
registration as a broker-dealer, as
required by Rule 15b1–1. Form BD also
is used by firms other than banks and
registered broker-dealers to apply to the
Commission for registration as a
municipal securities dealer or a
government securities broker-dealer. In
addition, Form BD is used to change
information contained in a previous
Form BD filing that becomes inaccurate.
The total industry-wide annual time
burden imposed by Form BD is
approximately 4,118.07 hours, based on
approximately 11,137 responses (183
initial filings + 10,954 amendments).
Each application filed on Form BD
requires approximately 2.75 hours to
complete and each amended Form BD
requires approximately 20 minutes to
complete. (183 × 2.75 hours = 503.25
hours; 10,954 × 0.33 hours = 3,614.82
hours; 503.25 hours + 3,614.82 hours =
4,118.07 hours.) The staff believes that
a broker-dealer would have a
Compliance Manager complete and file
both applications and amendments on
Form BD at a cost of $314/hour.
Consequently, the staff estimates that
the total internal cost of compliance
associated with the annual time burden
is approximately $1,293,073.98 per year
($314 × 4,118.07). There is no external
cost burden associated with Rule 15b1–
1 and Form BD.
The Commission uses the information
disclosed by applicants in Form BD: (1)
To determine whether the applicant
meets the standards for registration set
forth in the provisions of the Exchange
Act; (2) to develop a central information
resource where members of the public
may obtain relevant, up-to-date
information about broker-dealers,
municipal securities dealers, and
government securities broker-dealers,
and where the Commission, other
regulators, and SROs may obtain
information for investigatory purposes
in connection with securities litigation;
and (3) to develop statistical
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25596
Federal Register / Vol. 84, No. 106 / Monday, June 3, 2019 / Notices
information about broker-dealers,
municipal securities dealers, and
government securities broker-dealers.
Without the information disclosed in
Form BD, the Commission could not
effectively implement policy objectives
of the Exchange Act with respect to its
investor protection function.
Completing and filing Form BD is
mandatory in order to engage in brokerdealer activity. Compliance with Rule
15b1–1 does not involve the collection
of confidential information.
Written comments are invited on: (a)
Whether the proposed collection of
information is necessary for the proper
performance of the functions of the
Commission, including whether the
information shall have practical utility;
(b) the accuracy of the Commission’s
estimate of the burden of the proposed
collection of information; (c) ways to
enhance the quality, utility, and clarity
of the information collected; and (d)
ways to minimize the burden of the
collection of information on
respondents, including through the use
of automated collection techniques or
other forms of information technology.
Consideration will be given to
comments and suggestions submitted in
writing within 60 days of this
publication.
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.
Please direct your written comments
to: Charles Riddle, Acting Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Candace
Kenner, 100 F Street NE, Washington,
DC 20549, or send an email to PRA_
Mailbox@sec.gov.
Dated: May 28, 2019.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019–11432 Filed 5–31–19; 8:45 am]
jbell on DSK3GLQ082PROD with NOTICES
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–85945; File No. SR–NYSE–
2019–29]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend
NYSE Rules 7.6, 7.31, 7.34, 98, 107B
and 131A, To Specify Order Behavior
for Orders Entered Via the Pillar Phase
II Protocols
May 28, 2019.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that on May 15,
2019, New York Stock Exchange LLC
(‘‘NYSE’’ or ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II, and
III below, which Items have been
prepared by the self-regulatory
organization. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
Rules 7.6, 7.31, 7.34, 98, 107B and 131A
to specify order behavior for orders
entered via the Pillar phase II protocols.
The proposed rule change is available
on the Exchange’s website 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.
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
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A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to amend
Rules 7.6 (Trading Differentials), 7.31
(Orders and Modifiers), 7.34 (Trading
Sessions), 98 (Operation of a DMM
Unit), 107B (Supplemental Liquidity
Providers) and 131A (A Member
Organization Shall Use Its Own
Mnemonic When Entering Orders) to
specify order behavior for orders
entered via the Pillar phase II protocols.
Background
Currently, the Exchange trades UTP
Securities on its Pillar trading platform,
subject to Pillar Platform Rules 1P–13P.4
In the next phase of Pillar, the Exchange
proposes to transition trading of
Exchange-listed securities to the Pillar
trading platform.5 Once transitioned to
Pillar, such securities will also be
subject to the Pillar Platform Rules 1P–
13P.
Member organizations enter orders
and order instructions by using
communication protocols that map to
the order types and modifiers described
in Exchange rules. Currently, all
member organizations communicate
with the Exchange using Pillar phase I
protocols, which support trading both
under the Pillar Platform Rules and in
Exchange-listed securities. In
anticipation of the transition of NYSElisted securities to Pillar, the Exchange
is introducing new technology to
support how member organizations
communicate with the Exchange when
trading on the Pillar trading platform
(‘‘Pillar phase II protocols’’). Because
Pillar phase II protocols will support
new order functionality, the Exchange
proposes to revise its rules to reflect
these changes.
During this implementation, there
will be a period when both the Pillar
phase I and Pillar phase II protocols will
be available to member organizations
other than designated market makers
(‘‘DMM’’).6 Accordingly, the Exchange
4 ‘‘UTP Security’’ is defined as a security that is
listed on a national securities exchange other than
the Exchange and that trades on the Exchange
pursuant to unlisted trading privileges. See Rule
1.1.
5 The Exchange has announced that, subject to
rule approvals, the Exchange will begin
transitioning Exchange-listed securities to Pillar on
July 15, 2019, available here: https://
www.nyse.com/publicdocs/nyse/markets/nyse/
NYSE_Pillar_Update_NGW.pdf. The Exchange will
publish by separate Trader Update a complete
symbol migration schedule.
6 The Exchange’s affiliate, NYSE Arca, Inc.
(‘‘NYSE Arca’’), similarly offered a parallel period
when both Pillar phase I and Pillar phase II
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Agencies
[Federal Register Volume 84, Number 106 (Monday, June 3, 2019)]
[Notices]
[Pages 25595-25596]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-11432]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Proposed Collection; 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 15b1-1/Form BD, SEC File No. 270-19, OMB Control No. 3235-
0012
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'') is soliciting comments on the
collection of information provided for in Rule 15b1-1 (17 CFR 240.15b1-
1) and Form BD (17 CFR 249.501) under the Securities Exchange Act of
1934 (17 U.S.C. 78a et seq.). The Commission plans to submit this
existing collection of information to the Office of Management and
Budget (``OMB'') for extension and approval.
Form BD is the application form used by firms to apply to the
Commission for registration as a broker-dealer, as required by Rule
15b1-1. Form BD also is used by firms other than banks and registered
broker-dealers to apply to the Commission for registration as a
municipal securities dealer or a government securities broker-dealer.
In addition, Form BD is used to change information contained in a
previous Form BD filing that becomes inaccurate.
The total industry-wide annual time burden imposed by Form BD is
approximately 4,118.07 hours, based on approximately 11,137 responses
(183 initial filings + 10,954 amendments). Each application filed on
Form BD requires approximately 2.75 hours to complete and each amended
Form BD requires approximately 20 minutes to complete. (183 x 2.75
hours = 503.25 hours; 10,954 x 0.33 hours = 3,614.82 hours; 503.25
hours + 3,614.82 hours = 4,118.07 hours.) The staff believes that a
broker-dealer would have a Compliance Manager complete and file both
applications and amendments on Form BD at a cost of $314/hour.
Consequently, the staff estimates that the total internal cost of
compliance associated with the annual time burden is approximately
$1,293,073.98 per year ($314 x 4,118.07). There is no external cost
burden associated with Rule 15b1-1 and Form BD.
The Commission uses the information disclosed by applicants in Form
BD: (1) To determine whether the applicant meets the standards for
registration set forth in the provisions of the Exchange Act; (2) to
develop a central information resource where members of the public may
obtain relevant, up-to-date information about broker-dealers, municipal
securities dealers, and government securities broker-dealers, and where
the Commission, other regulators, and SROs may obtain information for
investigatory purposes in connection with securities litigation; and
(3) to develop statistical
[[Page 25596]]
information about broker-dealers, municipal securities dealers, and
government securities broker-dealers. Without the information disclosed
in Form BD, the Commission could not effectively implement policy
objectives of the Exchange Act with respect to its investor protection
function.
Completing and filing Form BD is mandatory in order to engage in
broker-dealer activity. Compliance with Rule 15b1-1 does not involve
the collection of confidential information.
Written comments are invited on: (a) Whether the proposed
collection of information is necessary for the proper performance of
the functions of the Commission, including whether the information
shall have practical utility; (b) the accuracy of the Commission's
estimate of the burden of the proposed collection of information; (c)
ways to enhance the quality, utility, and clarity of the information
collected; and (d) ways to minimize the burden of the collection of
information on respondents, including through the use of automated
collection techniques or other forms of information technology.
Consideration will be given to comments and suggestions submitted in
writing within 60 days of this publication.
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.
Please direct your written comments to: Charles Riddle, Acting
Director/Chief Information Officer, Securities and Exchange Commission,
c/o Candace Kenner, 100 F Street NE, Washington, DC 20549, or send an
email to [email protected].
Dated: May 28, 2019.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-11432 Filed 5-31-19; 8:45 am]
BILLING CODE 8011-01-P