30 Day Submission

Federal Register / Vol. 86, No. 212 / Friday, November 5, 2021 / Notices
above, existing handling procedures in
this scenario is a legacy of the
limitations of the RASH protocol, which
will no longer be applicable after the
Exchange migrates responsibility from
RASH to the System for handling
Discretionary Orders.
For similar reasons, there will be no
adverse competitive impact associated
with the Exchange’s proposal to present
Discretionary IOCs associated with
Discretionary Orders without Routing in
price-time priority, rather than in
random order, as is currently the case
and as will remain the case for
Discretionary IOCs associated with
Discretionary Orders with Routing.
Whereas RASH is unable to present
Discretionary IOCs in time-price [sic]
priority, the Exchange’s system will be
capable of doing so, and thus it will do
so when it assumes responsibility for
handling Discretionary Orders without
routing. Insofar as RASH will continue
to handle Discretionary Orders with
Routing, existing randomized processes
for presenting Discretionary IOCs
associated with those Orders for routing
will continue to apply.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were either
solicited or received.

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III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule
change does not: (i) Significantly affect
the protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A) of the Act 18 and Rule 19b–
4(f)(6) thereunder.19
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
18 15

U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires a self-regulatory organization to
give the Commission written notice of its intent to
file the proposed rule change, along with a brief
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
as designated by the Commission. The Exchange
has satisfied this requirement.
19 17

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61351

Commission takes such action, the
Commission shall institute proceedings
to determine whether the proposed rule
change should be approved or
disapproved.

For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.20
J. Matthew DeLesDernier,
Assistant Secretary.

IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:

[FR Doc. 2021–24165 Filed 11–4–21; 8:45 am]

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–
Phlx–2021–67 on the subject line.

Submission for OMB Review;
Comment Request

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–Phlx–2021–67. 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 that are filed with the
Commission, and all written
communications relating to the
proposed rule change 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 the
filing also will be available for
inspection and copying at the principal
office of the Exchange. 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–Phlx–2021–67 and should
be submitted on or before November 26,
2021.

Extension:
Rule 17f–2

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BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–233, OMB Control No.
3235–0223]

Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736

Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 350l et seq.), the Securities
and Exchange Commission (the
‘‘Commission’’) has submitted to the
Office of Management and Budget a
request for extension of the previously
approved collection of information
discussed below.
Rule 17f–2 (17 CFR 270.17f–2),
entitled ‘‘Custody of Investments by
Registered Management Investment
Company,’’ establishes safeguards for
arrangements in which a registered
management investment company or
business development company
(‘‘fund’’) is deemed to maintain custody
of its own assets, such as when the fund
maintains its assets in a facility that
provides safekeeping but not custodial
services.1 The rule includes four
distinct requirements that are an
information collection under the
Paperwork Reduction Act. First, fund’s
directors must prepare a resolution
designating not more than five fund
officers or responsible employees who
may have access to the fund’s assets.
Secondly, the fund’s board must vote to
approve this resolution. Third, the
designated access persons (two or more
of whom must act jointly when
handling fund assets) must prepare a
written notation providing certain
information about each deposit or
withdrawal of fund assets, and must
transmit the notation to another officer
or director designated by the directors.
Lastly, an independent public
20 17

CFR 200.30–3(a)(12).
rule generally requires all assets to be
deposited in the safekeeping of a ‘‘bank or other
company whose functions and physical facilities
are supervised by Federal or State authority.’’
1 The

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Federal Register / Vol. 86, No. 212 / Friday, November 5, 2021 / Notices

jspears on DSK121TN23PROD with NOTICES1

accountant must verify the fund’s assets
three times each year, and two of those
examinations must be unscheduled.2
Rule 17f–2’s requirements are
designed to safeguard fund assets from
loss by requiring certain specific
controls when those assets are not
placed and maintained in the custody of
a bank or other custodian as permitted
under section 17(f) of the Investment
Company Act of 1940 (15 U.S.C. 80a–
17(f)) (‘‘Act’’) and the rules thereunder.
Specifically, the requirement that
directors designate access persons is
intended to ensure that directors
evaluate the trustworthiness of insiders
who handle fund assets. The
requirements that access persons act
jointly in handling fund assets, prepare
a written notation of each transaction,
and transmit the notation to another
designated person are intended to
reduce the risk of misappropriation of
fund assets by access persons, and to
ensure that adequate records are
prepared, reviewed by a responsible
third person, and available for
examination by the Commission. The
requirement that auditors verify fund
assets without notice twice each year is
intended to provide an additional
deterrent to the misappropriation of
fund assets and to detect any
irregularities. Less frequent
examinations by a fund’s accountants
could impair the ability of the
Commission’s examination staff to
ascertain the fund’s compliance with
the rule.
The Commission staff estimates that
each fund makes 974 responses and
spends an average of 252 hours annually
in complying with the rule’s
requirements.3 Commission staff
estimates that on an annual basis it
takes: (i) 0.5 hours of fund accounting
personnel at a total cost of $111 and 1
hour of fund attorney personnel time at
a cost of $425, for a total of 1.5 hours
and a cost of $536 to draft director
resolutions; 4 (ii) 0.5 hours of the fund’s
2 The accountant must transmit to the
Commission promptly after each examination a
certificate describing the examination on Form N–
17f–2. The preparation and filing of Form N–17f–
2, which largely serves as a cover-sheet for the
accountant’s certification of their audit, is covered
by a separate information collection. The third
(scheduled) examination may coincide with the
annual verification required for every fund by
section 30(g) of the Act (15 U.S.C. 80a–29(g)).
3 The 974 responses are: 1 (one) response to draft
and adopt the resolution and 973 notations.
Estimates of the number of hours are based on
conversations with individuals in the fund
industry. The actual number of hours may vary
significantly depending on individual fund assets.
4 The estimate relating to fund accounting
personnel is based on the following calculation: 0.5
(burden hours per fund) × $221 (senior accountant’s
hourly rate) = approximately $111. Unless

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board of directors at a total cost of
$2,385 to adopt the resolution; 5 (iii) 244
hours for the fund’s accounting
personnel at a total cost of $71,102 to
prepare written notations of
transactions; 6 and (iv) 3 hours for the
fund’s controller or administrator at a
total cost of $1,494 to assist the
independent public accountants when
they perform verifications of fund
assets.7 The total of these four
requirements would then be 249 hours
at a cost of $75,517 per respondent.
Commission staff estimates that
approximately 183 funds file Form N–
17f–2 each year.8 Thus, the total annual
hour burden for rule 17f–2 is estimated
to be 45,384 hours.9 Based on the total
costs per fund listed above, the total
cost of rule 17f–2’s collection of
information requirements is estimated
to be approximately $13,819,611.10
The estimate of average burden hours
is made solely for the purposes of the
Paperwork Reduction Act, and is not
derived from a comprehensive or even
a representative survey or study of the
costs of Commission rules and forms.
Complying with the collections of
information required by rule 17f–2 is
mandatory for those funds that maintain
custody of their own assets. Responses
will not be kept confidential. An agency
may not conduct or sponsor, and a
otherwise indicated, the hourly wage figures used
herein are from the Securities Industry and
Financial Markets Association’s Management &
Professional Earnings in the Securities Industry
2013, modified by Commission staff to account for
an 1800-hour work-year and inflation, and
multiplied by 5.35 to account for bonuses, firm size,
employee benefits and overhead.
5 The staff has estimated the average cost of board
of director time as $4,770 per hour for the board as
a whole, based on information received from funds
and their counsel.
6 Respondents estimated that each fund makes
973 responses on an annual basis and spends a total
of 0.25 hours per response. The fund personnel
involved are Accounts Payable Manager ($208
hourly rate), Operations Manager ($373 hourly rate)
and Accounting Manager ($296 hourly rate). The
average hourly rate of these personnel is
approximately $292. The estimated cost of
preparing notations is based on the following
calculation: 974 × 0.25 × $292 = $71,102.
7 This estimate is based on the following
calculation: 3 × $498 (fund controller’s hourly rate)
= $1,494.
8 On average, each year approximately 183 funds
filed Form N–17f–2 with the Commission during
calendar years 2018–2020. As every fund subject to
rule 17f–2 must file Form N–17f–2, we believe this
is a good estimate for the number of respondents
to the rule.
9 This estimate is based on the following
calculation: 183 (funds) × 249 (total annual hourly
burden per fund) = 45,384 hours for rule. The
annual burden for rule 17f–2 does not include time
spent preparing Form N–17f–2. The burden for
Form N–17f–2 is included in a separate collection
of information.
10 This estimate is based on the following
calculation: $75,517 (total annual cost per fund) ×
183 funds = $13,819,611.

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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
recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice to (i) >www.reginfo.gov/public/
do/PRAMain< and (ii) David Bottom,
Director/Chief Information Officer,
Securities and Exchange Commission, c/
o John R. Pezzullo, 100 F Street NE,
Washington, DC 20549, or by sending an
email to: [email protected].
Dated: November 1, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–24136 Filed 11–4–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–93488; File No. SR–NYSE–
2021–44]

Self-Regulatory Organizations; New
York Stock Exchange LLC, Notice of
Designation of a Longer Period for
Commission Action on a Proposed
Rule Change To Amend Rules 7.31,
7.35, 7.35B, 7.35C, 98, and 104 Relating
to the Closing Auction
November 1, 2021.

On September 3, 2021, New York
Stock Exchange LLC (‘‘NYSE’’ or
‘‘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
amend Rules 7.31 (Orders and
Modifiers), 7.35 (General), 7.35B (DMMFacilitated Closing Auctions), 7.35C
(Exchange-Facilitated Auctions), 98
(Operation of a DMM Unit), and 104
(Dealings and Responsibilities of
DMMs) relating to the Closing Auction.
The proposed rule change was
published for comment in the Federal
Register on September 22, 2021.3 The
1 15

U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 93037
(Sep. 16, 2021), 86 FR 52719 (Sep. 22, 2021) (SR–
NYSE–2021–44).
2 17

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