Proposed Collection; Comment Request, 48779-48780 [2021-18696]
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Federal Register / Vol. 86, No. 166 / Tuesday, August 31, 2021 / Notices
indicate that the CRS would be
authorized to make recommendations to
the PRC regarding approval of the bank
prior to accepting such services.
khammond on DSKJM1Z7X2PROD with NOTICES
III. Discussion and Commission
Findings
Section 19(b)(2)(C) of the Act directs
the Commission to approve a proposed
rule change of a self-regulatory
organization if it finds that such
proposed rule change is consistent with
the requirements of the Act and the
rules and regulations thereunder
applicable to such organization.6 For the
reasons given below, the Commission
finds that the proposed rule change is
consistent with Section 17A(b)(3)(F) of
the Act 7 and Rules 17Ad–22(e)(2)(i) and
(v).8
A. Consistency With Section
17A(b)(3)(F) of the Act
Section 17A(b)(3)(F) of the Act
requires, among other things, that the
rules of ICC be designed to promote the
prompt and accurate clearance and
settlement of securities transactions
and, to the extent applicable, derivative
agreements, contracts, and transactions,
as well as to assure the safeguarding of
securities and funds which are in the
custody or control of ICC or for which
it is responsible.9 As discussed above,
the proposed rule change would change
the roles of the CRS and PRC internal
committees in approving financial
services providers and making
recommendations with respect to
matters of creditworthiness of CPs and
the creditworthiness and performance of
FSPs, with FSP approval being reserved
for the PRC. The proposed changes also
add the Risk Oversight Officer to both
committees and remove representatives
from Risk Management from voting
participation in the CRS. The
Commission believes that changing the
roles of the internal committees in this
way would enhance ICC’s ability to
efficiently manage the risks associated
with assessment and approval of CP and
FSP counterparties by centering
decision making and support amongst
distinct committees. Further, the
Commission believes that by changing
voting representation in the CRS, the
proposed changes would support its
changed support role by clearly
specifying how participation on the CRS
works. The Commission believes that
these changes would thus enhance ICC’s
ability to maintain the appropriate
financial resources necessary for the
6 15
U.S.C. 78s(b)(2)(C).
U.S.C. 78q–1(b)(3)(F).
8 17 CFR 240.17Ad–22(e)(2)(i) and (v).
9 15 U.S.C. 78q–1(b)(3)(F).
7 15
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prompt and accurate clearance and
settlement of securities transactions and
the safeguarding of securities and funds
which are in the custody or control of
ICC or for which it is responsible.
The Commission also believes that
clarifying current practices related to
the reporting line for the ERM, the
frequency that the PRC meets, and the
frequency with which the review and
approval process of the policies and
procedures that comprise ICC’s overall
risk management framework occurs,
strengthens the Documents by ensuring
that users are aware of reporting lines
and when policies and procedures
should be reviewed and approved. The
Commission believes that this in turn
enhances ICC’s ability to promptly and
accurately settle transactions and
safeguard funds and securities by
ensuring regular Document review
intervals. Similarly, the grammatical
changes noted above enhance the
overall clarity of the Documents.
For the reasons stated above, the
Commission therefore believes that the
proposed rule change is consistent with
Section 17A(b)(3)(F) of the Act.
B. Consistency With Rule 17Ad–
22(e)(2)(i) and (v)
Rules 17Ad–22(e)(2)(i) and (v)
requires each covered clearing agency to
establish, implement, maintain, and
enforce written policies and procedures
reasonably designed to, as applicable,
provide for governance arrangements
that are clear and transparent and
specify clear and direct lines of
responsibility.10
As described above, the proposed rule
changes would revise the specific role of
the PRC and CRS regarding counterparty
review and approval by making the PRC
solely responsible for approval and
oversight of FSPs and placing the CRS
in a supporting position to make
recommendations to the PRC after
assessing and monitoring
counterparties. The proposed changes
also change the membership
composition of the CRS to include the
Risk Oversight Officer and remove the
ICC Risk Management representative as
a voting member while continuing to
present materials to allow the CRS to
perform its responsibilities and duties.
The Commission believes that by
differentiating the responsibilities of the
various committees, subcommittees, and
their participants as noted above, these
proposed changes provide for clear and
transparent governance arrangements
and specify clear and direct lines of
responsibility to those serving on those
10 17
PO 00000
CFR 240.17Ad–22(e)(2)(i) and (v).
Frm 00121
Fmt 4703
Sfmt 4703
48779
committees and utilizing the
Documents.
The proposed changes would also
revise a governance chart in the
Documents to clarify that the ERM
reports to the Board of ICC, which the
Commission believes provides
transparent governance and specify
clear and direct lines of responsibility
between the ERM and the Board.
Lastly, by clarifying the review and
approval process of the policies and
procedures that comprise ICC’s overall
risk management framework, which
consists of review by the Risk
Committee and review and approval by
the Board at least annually, the
proposed rule change helps ensure that
the risk management policies and
procedures are subject to clear
governance and specific direct lines of
responsibility.
For the reasons stated above, the
Commission believes the proposed rule
changes are consistent with Rules
17Ad–22(e)(2)(i) and (v).11
IV. Conclusion
On the basis of the foregoing, the
Commission finds that the proposed
rule change is consistent with the
requirements of the Act, and in
particular, with the requirements of
Section 17A(b)(3)(F) of the Act 12 and
Rules 17Ad–22(e)(2)(i) and (v).13
It is therefore ordered pursuant to
Section 19(b)(2) of the Act 14 that the
proposed rule change (SR–ICC–2021–
015), be, and hereby is, approved.15
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.16
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2021–18675 Filed 8–30–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–216; OMB Control No.
3235–0243]
Proposed Collection; Comment
Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
11 Id.
12 15
U.S.C. 78q–1(b)(3)(F).
CFR 240.17Ad–22(e)(2)(i) and (v).
14 15 U.S.C. 78s(b)(2).
15 In approving the proposed rule change, the
Commission considered the proposal’s impact on
efficiency, competition, and capital formation. 15
U.S.C. 78c(f).
16 17 CFR 200.30–3(a)(12).
13 17
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48780
Federal Register / Vol. 86, No. 166 / Tuesday, August 31, 2021 / Notices
100 F Street NE, Washington, DC
20549–2736.
khammond on DSKJM1Z7X2PROD with NOTICES
Extension: Rule 206(3)–2
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 (the
‘‘Commission’’) is soliciting comments
on the collection of information
summarized below. The Commission
plans to submit this existing collection
of information to the Office of
Management and Budget for extension
and approval.
Rule 206(3)–2, (17 CFR 275.206(3)–2)
which is entitled ‘‘Agency Cross
Transactions for Advisory Clients,’’
permits investment advisers to comply
with section 206(3) of the Investment
Advisers Act of 1940 (the ‘‘Act’’) (15
U.S.C. 80b–6(3)) by obtaining a client’s
blanket consent to enter into agency
cross transactions (i.e., a transaction in
which an adviser acts as a broker to both
the advisory client and the opposite
party to the transaction), provided that
certain disclosures are made to the
client. Rule 206(3)–2 applies to all
registered investment advisers. In
relying on the rule, investment advisers
must provide certain disclosures to their
clients. Advisory clients can use the
disclosures to monitor agency cross
transactions that affect their advisory
account. The Commission also uses the
information required by Rule 206(3)–2
in connection with its investment
adviser inspection program to ensure
that advisers are in compliance with the
rule. Without the information collected
under the rule, advisory clients would
not have information necessary for
monitoring their adviser’s handling of
their accounts and the Commission
would be less efficient and effective in
its inspection program.
The information requirements of the
rule consist of the following: (1) Prior to
obtaining the client’s consent
appropriate disclosure must be made to
the client as to the practice of, and the
conflicts of interest involved in, agency
cross transactions; (2) at or before the
completion of any such transaction the
client must be furnished with a written
confirmation containing specified
information and offering to furnish
upon request certain additional
information; and (3) at least annually,
the client must be furnished with a
written statement or summary as to the
total number of transactions during the
period covered by the consent and the
total amount of commissions received
by the adviser or its affiliated brokerdealer attributable to such transactions.
The Commission estimates that
approximately 378 respondents use the
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rule annually, necessitating about 50
responses per respondent each year, for
a total of 18,900 responses. Each
response requires an estimated 0.5
hours, for a total of 9,450 hours. The
estimated average burden hours are
made solely for the purposes of the
Paperwork Reduction Act and are not
derived from a comprehensive or
representative survey or study of the
cost of Commission rules and forms.
This collection of information is
found at (17 CFR 275.206(3)–2) and is
necessary in order for the investment
adviser to obtain the benefits of Rule
206(3)-2. The collection of information
requirements under the rule is
mandatory. Information subject to the
disclosure requirements of Rule 206(3)–
2 does not require submission to the
Commission; and, accordingly, the
disclosure pursuant to the rule is not
kept confidential. Commissionregistered investment advisers are
required to maintain and preserve
certain information required under Rule
206(3)–2 for five (5) years. The longterm retention of these records is
necessary for the Commission’s
inspection program to ascertain
compliance with the Advisers Act.
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.
Written comments are invited on: (a)
Whether the proposed collection of
information is necessary for the proper
performance of the functions of the
agency, including whether the
information shall have practical utility;
(b) the accuracy of the agency’s estimate
of the burden of the proposed collection
of information; (c) ways to enhance the
quality, utility, and clarity of the
information to be 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 sixty 60 days of this
publication.
Please direct your written comments
to David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, C/O Cynthia
Roscoe, 100 F Street NE, Washington,
DC 20549; or send an email to: PRA_
Mailbox@sec.gov.
Dated: August 25, 2021.
Jill M. Peterson,
Assistant Secretary.
PO 00000
Frm 00122
Fmt 4703
Sfmt 4703
[Release No. 34–92751; File No. SR–
NASDAQ–2021–054]
Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Notice of
Designation of a Longer Period for
Commission Action on Proposed Rule
Change To Modify Listing Rule IM–
5101–2 To Permit an Acquisition
Company To Contribute a Portion of Its
Deposit Account to Another Entity in a
Spin-off or Similar Corporate
Transaction
August 25, 2021.
On June 24, 2021, The Nasdaq Stock
Market LLC (‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’) 1 and Rule 19b–4
thereunder,2 a proposed rule change to
modify Listing Rule IM–5101–2 to
permit an acquisition company to
contribute a portion of the amount held
in its deposit account to a deposit
account of a new acquisition company
in a spin-off or similar corporate
transaction. The proposed rule change
was published for comment in the
Federal Register on July 13, 2021.3
Section 19(b)(2) of the Act 4 provides
that within 45 days of the publication of
notice of the filing of a proposed rule
change, or within such longer period up
to 90 days as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding, or as to which the
self-regulatory organization consents,
the Commission shall either approve the
proposed rule change, disapprove the
proposed rule change, or institute
proceedings to determine whether the
proposed rule change should be
disapproved. The 45th day after
publication of the notice for this
proposed rule change is August 27,
2021.
The Commission is extending the 45day time period for Commission action
on the proposed rule change. The
Commission finds it appropriate to
designate a longer period within which
to take action on the proposed rule
change so that it has sufficient time to
consider the proposed rule change.
Accordingly, pursuant to Section
19(b)(2) of the Act,5 the Commission
designates October 11, 2021 as the date
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 92344
(July 7, 2021), 86 FR 36841.
4 15 U.S.C. 78s(b)(2).
5 Id.
2 17
[FR Doc. 2021–18696 Filed 8–30–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
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31AUN1
]]>Agencies
[Federal Register Volume 86, Number 166 (Tuesday, August 31, 2021)]
[Notices]
[Pages 48779-48780]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-18696]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[SEC File No. 270-216; OMB Control No. 3235-0243]
Proposed Collection; Comment Request
Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of FOIA Services,
[[Page 48780]]
100 F Street NE, Washington, DC 20549-2736.
Extension: Rule 206(3)-2
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 (the ``Commission'') is soliciting comments on the
collection of information summarized below. The Commission plans to
submit this existing collection of information to the Office of
Management and Budget for extension and approval.
Rule 206(3)-2, (17 CFR 275.206(3)-2) which is entitled ``Agency
Cross Transactions for Advisory Clients,'' permits investment advisers
to comply with section 206(3) of the Investment Advisers Act of 1940
(the ``Act'') (15 U.S.C. 80b-6(3)) by obtaining a client's blanket
consent to enter into agency cross transactions (i.e., a transaction in
which an adviser acts as a broker to both the advisory client and the
opposite party to the transaction), provided that certain disclosures
are made to the client. Rule 206(3)-2 applies to all registered
investment advisers. In relying on the rule, investment advisers must
provide certain disclosures to their clients. Advisory clients can use
the disclosures to monitor agency cross transactions that affect their
advisory account. The Commission also uses the information required by
Rule 206(3)-2 in connection with its investment adviser inspection
program to ensure that advisers are in compliance with the rule.
Without the information collected under the rule, advisory clients
would not have information necessary for monitoring their adviser's
handling of their accounts and the Commission would be less efficient
and effective in its inspection program.
The information requirements of the rule consist of the following:
(1) Prior to obtaining the client's consent appropriate disclosure must
be made to the client as to the practice of, and the conflicts of
interest involved in, agency cross transactions; (2) at or before the
completion of any such transaction the client must be furnished with a
written confirmation containing specified information and offering to
furnish upon request certain additional information; and (3) at least
annually, the client must be furnished with a written statement or
summary as to the total number of transactions during the period
covered by the consent and the total amount of commissions received by
the adviser or its affiliated broker-dealer attributable to such
transactions.
The Commission estimates that approximately 378 respondents use the
rule annually, necessitating about 50 responses per respondent each
year, for a total of 18,900 responses. Each response requires an
estimated 0.5 hours, for a total of 9,450 hours. The estimated average
burden hours are made solely for the purposes of the Paperwork
Reduction Act and are not derived from a comprehensive or
representative survey or study of the cost of Commission rules and
forms.
This collection of information is found at (17 CFR 275.206(3)-2)
and is necessary in order for the investment adviser to obtain the
benefits of Rule 206(3)-2. The collection of information requirements
under the rule is mandatory. Information subject to the disclosure
requirements of Rule 206(3)-2 does not require submission to the
Commission; and, accordingly, the disclosure pursuant to the rule is
not kept confidential. Commission-registered investment advisers are
required to maintain and preserve certain information required under
Rule 206(3)-2 for five (5) years. The long-term retention of these
records is necessary for the Commission's inspection program to
ascertain compliance with the Advisers Act.
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.
Written comments are invited on: (a) Whether the proposed
collection of information is necessary for the proper performance of
the functions of the agency, including whether the information shall
have practical utility; (b) the accuracy of the agency's estimate of
the burden of the proposed collection of information; (c) ways to
enhance the quality, utility, and clarity of the information to be
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 sixty 60 days of this publication.
Please direct your written comments to David Bottom, Director/Chief
Information Officer, Securities and Exchange Commission, C/O Cynthia
Roscoe, 100 F Street NE, Washington, DC 20549; or send an email to:
PRA_Mailb[email protected].
Dated: August 25, 2021.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2021-18696 Filed 8-30-21; 8:45 am]
BILLING CODE 8011-01-P
