60 Day Notice

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Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices

Procedures, to correct a formatting error
that resulted in the omission of several
proposed definitions to update
references to ICE Clear Europe systems.
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change, as modified by Partial
Amendment No. 1, is consistent with
the Act. Comments may be submitted by
any of the following methods:

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Electronic Comments
• Use the Commission’s internet
comment form (http://www.sec.gov/
rules/sro.shtml) or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
ICEEU–2021–010 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–ICEEU–2021–010. This file
number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
internet website (http://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change, as modified by Partial
Amendment No. 1, that are filed with
the Commission, and all written
communications relating to the
proposed rule change, as modified by
Partial Amendment No. 1, between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such
filings will also be available for
inspection and copying at the principal
office of ICE Clear Europe and on ICE
Clear Europe’s website at https://
www.theice.com/clear-europe/
regulation. All comments received will
be posted without change. Persons
submitting comments are cautioned that
we do not redact or edit personal
identifying information from comment
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–ICEEU–

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2021–010 and should be submitted on
or before August 11, 2021.
III. Designation of Longer Period for
Action on the Proposed Rule Change, as
Modified by Partial Amendment No. 1
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 from the
publication of notice of filing of this
proposed rule change is July 17, 2021.
The Commission is extending the 45day time period for Commission action
on the proposed rule change, as
modified by by Partial Amendment No.
1. The Commission finds it is
appropriate to designate a longer period
within which to take action on the
proposed rule change so that it has
sufficient time to consider ICE Clear
Europe’s proposed rule change, as
modified by by Partial Amendment
No. 1.
Accordingly, pursuant to Section
19(b)(2) 5 of the Act, and for the reasons
discussed above, the Commission
designates August 31, 2021, as the date
by which the Commission should either
approve or disapprove, or institute
proceedings to determine whether to
disapprove, the proposed rule change,
as modified by by Partial Amendment
No. 1. (File No. SR–ICEEU–2021–010).
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.6
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–15443 Filed 7–20–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–237, OMB Control No.
3235–0226]

Proposed Collection; Comment
Request
Extension:
Rule 10f–3

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U.S.C. 78s(b)(2).
U.S.C. 78s(b)(2).
6 17 CFR 200.30–3(a)(31).

Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501–3520), the Securities
and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the collections of information
discussed below. The Commission plans
to submit these existing collections of
information to the Office of
Management and Budget (‘‘OMB’’) for
extension and approval.
Section 10(f) of the Investment
Company Act of 1940 (15 U.S.C. 80a)
(the ‘‘Act’’) prohibits a registered
investment company (‘‘fund’’) from
purchasing any security during an
underwriting or selling syndicate if the
fund has certain affiliated relationships
with a principal underwriter for the
security.1 Congress enacted this
provision in 1940 to protect funds and
their shareholders by preventing
underwriters from ‘‘dumping’’
unmarketable securities on affiliated
funds.
Rule 10f–3 under the Act permits a
fund to engage in a securities
transaction that otherwise would violate
Section 10(f) if, among other things: (i)
The fund’s directors have approved
procedures for purchases made in
reliance on the rule, regularly review
fund purchases to determine whether
they comply with these procedures, and
approve necessary changes to the
procedures; and (ii) a written record of
each transaction effected under the rule
is maintained for six years, the first two
of which in an easily accessible place.2
The written record must state: (i) From
whom the securities were acquired; (ii)
the identity of the underwriting
syndicate’s members; (iii) the terms of
the transactions; and (iv) the
information or materials on which the
fund’s board of directors has determined
that the purchases were made in
compliance with procedures established
by the board.
Rule 10f–3 also conditionally allows
managed portions of fund portfolios to
purchase securities offered in otherwise
off-limits primary offerings. To qualify
for this exemption, Rule 10f–3 requires
that the subadviser that is advising the
purchaser be contractually prohibited
from providing investment advice to
any other portion of the fund’s portfolio
and consulting with any other of the
fund’s advisers that is a principal
underwriter or affiliated person of a
principal underwriter concerning the
fund’s securities transactions.
These requirements provide a
mechanism for fund boards to oversee
compliance with the rule. The required

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U.S.C. 80a–10(f).
CFR 270.10f–3.

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Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices

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recordkeeping facilitates the
Commission staff’s review of Rule
10f–3 transactions during routine fund
inspections and, when necessary, in
connection with enforcement actions.
The staff estimates that approximately
953 funds engage in at least one Rule
10f–3 transaction each year, for a total
of 953 such transactions.3 Rule 10f–3
requires that the purchasing fund create
a written record of each transaction that
includes, among other things, from
whom the securities were purchased
and the terms of the transaction. The
staff estimates that it takes an average
fund approximately 30 minutes per
transaction and, and, in the aggregate,
approximately 477 hours 4 for funds to
comply with this portion of the rule.
The funds also must maintain and
preserve these transactional records in
accordance with the rule’s
recordkeeping requirement, and the staff
estimates that it takes a fund
approximately 20 minutes per
transaction, and, in the aggregate,
approximately 318 hours 5 annually for
funds to comply with this portion of the
rule.
In addition, fund boards must, no less
than quarterly, examine each of these
transactions to ensure that they comply
with the fund’s policies and procedures.
The information or materials upon
which the board relied to come to this
determination also must be maintained
and the staff estimates that it takes a
fund 1 hour per quarter and, in the
aggregate, approximately 3,812 hours 6
annually for funds to comply with this
rule requirement.
The staff estimates that reviewing and
revising as needed written procedures
for Rule 10f–3 transactions takes, on
average for each fund, two hours of a
compliance attorney’s time per year.7
Thus, annually, in the aggregate, the
staff estimates that funds spend a total
of approximately 1,906 hours 8 on
monitoring and revising Rule 10f–3
procedures.
Based on an analysis of Form N–CEN
filings, the staff estimates that
approximately 146 new funds enter into
3 These estimates are based on data from Form
N–CEN filings with the Commission.
4 This estimate is based on the following
calculation: (0.5 hours × 953 = 477 hours).
5 This estimate is based on the following
calculations: (20 minutes × 953 transactions =
19,060 minutes; 19,060 minutes/60 = 318 hours).
6 This estimate is based on the following
calculation: (1 hour per quarter × 4 quarters × 953
funds = 3,812 hours).
7 These averages take into account the fact that in
most years, fund attorneys and boards spend little
or no time modifying procedures and in other years,
they spend significant time doing so.
8 This estimate is based on the following
calculation: (953 funds × 2 hours = 1,906 hours).

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subadvisory agreements each year.9 The
staff estimates that it will require
approximately 0.75 hours to draft and
execute additional clauses in
subadvisory contracts in order for new
funds and subadvisers to be able to rely
on the exemptions in Rule 10f–3.10
Assuming that all 146 funds that enter
into new subadvisory contracts each
year make the modification to their
contract required by the rule, we
estimate that the rule’s contract
modification requirement will result in
110 burden hours annually for new
funds.11
The staff estimates, therefore, that
Rule 10f–3 imposes an information
collection burden of 6,623 hours.12
Written comments are invited on: (a)
Whether the collections of information
are necessary for the proper
performance of the functions of the
Commission, including whether the
information has practical utility; (b) the
accuracy of the Commission’s estimate
of the burdens of the collections of
information; (c) ways to enhance the
quality, utility, and clarity of the
information collected; and (d) ways to
minimize the burdens of the collections
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.
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_
[email protected].
9 Based on information in Form N–CEN filings,
we estimate that approximately 139 new open-end
funds and 7 new closed-end funds, or a total of 146
new funds enter into new subadvisory agreements
each year (139 + 7 = 146 new funds). We
understand that existing funds may also enter into
new subadvisory agreements, but in many cases
would benefit from having previously drafted Rule
10f–3 clauses in prior or existing subadvisory
contracts.
10 Because such clauses are identical to the
clauses that a fund would need to insert in their
subadvisory contracts to rely on Rules 12d3–1, 17a–
10, and 17e–1, and because we believe that funds
that use one such rule generally use all of these
rules, we apportion this 3 hour time burden equally
to all four rules. Therefore, we estimate that the
burden allocated to Rule 10f–3 for this contract
change would be 0.75 hours (3 hours ÷ 4 rules =
0.75 hours).
11 These estimates are based on the following
calculations: (0.75 hours × 146 portfolios = 110
burden hours).
12 This estimate is based on the following
calculation: (477 hours + 318 hours + 3,812 hours
+ 1,906 hours + 110 hours = 6,623 total burden
hours).

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38523

Dated: July 15, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–15437 Filed 7–20–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–66, OMB Control No.
3235–0066]

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 S–8

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 S–8 (17 CFR 239.16b) under the
Securities Act of 1933 (15 U.S.C. 77a et
seq.) is the primary registration
statement used by eligible registrants to
register securities to be issued in
connection with an employee benefit
plan. Form S–8 provides verification of
compliance with securities law
requirements and assures the public
availability and dissemination of such
information. The likely respondents will
be companies. The information must be
filed with the Commission on occasion.
Form S–8 is a public document. All
information provided is mandatory. We
estimate that Form S–8 takes
approximately 24 hours per response to
prepare and is filed by approximately
2,140 respondents. In addition, we
estimate that 50% of the preparation
time (13.5 hours) is completed in-house
by the filer for a total annual reporting
burden of 28,890 hours (13.5 hours per
response × 2,140 responses).
An agency may 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 background
documentation for this information
collection at the following website:
www.reginfo.gov. Find this particular
information collection by selecting
‘‘Currently under 30-day Review—Open
for Public Comments’’ or by using the
search function. Written comments and

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