30 Day Notice

2021-26855.pdf

Exchange Act Rules 17Ad-13; Annual Study and evaluation of internal accounting control

30 Day Notice

OMB: 3235-0275

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70878

Federal Register / Vol. 86, No. 236 / Monday, December 13, 2021 / Notices

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 these
filings 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 MEMX–2021–10 and should be
submitted on or before January 3, 2022.
Rebuttal comments should be submitted
by January 18, 2022.

pursuant to Section 19(b)(3)(A) of the
Act.3 The proposed rule change was
published for comment in the Federal
Register on October 4, 2021.4 On
November 22, 2021, the Commission
temporarily suspended the proposed
rule change and instituted proceedings
under Section 19(b)(2)(B) of the Act 5 to
determine whether to approve or
disapprove the proposed rule change.6
On December 1, 2021, the Exchange
withdrew the proposed rule change
(SR–EMERALD–2021–29).

For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.43
J. Matthew DeLesDernier,
Assistant Secretary.

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

[FR Doc. 2021–26857 Filed 12–10–21; 8:45 am]

Extension:
Rule 17Ad–13

BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–93736; File No. SR–
EMERALD–2021–29]

Self-Regulatory Organizations; MIAX
Emerald, LLC; Notice of Withdrawal of
Proposed Rule Change To Amend the
Exchange’s Fee Schedule To Adopt a
Tiered-Pricing Structure for Certain
Connectivity Fees

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December 7, 2021.

On September 24, 2021, MIAX
Emerald, LLC (‘‘MIAX Emerald’’ 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 the Exchange’s Fee Schedule to
adopt a tiered pricing structure for
certain connectivity fees. The proposed
rule change was immediately effective
upon filing with the Commission
43 17

CFR 200.30–3(a)(57).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15

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For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.7
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–26862 Filed 12–10–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–263, OMB Control No.
3235–0275]

Submission for OMB Review;
Comment Request

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’’) has submitted to the
Office of Management and Budget
(‘‘OMB’’) a request for approval of
extension of the previously approved
collection of information provided for in
Rule 17Ad–13 (17 CFR 240.17Ad–13),
under the Securities Exchange Act of
1934 (15 U.S.C. 78a et seq.).
Rule 17Ad–13 requires certain
registered transfer agents to file
annually with the Commission and the
transfer agent’s appropriate regulatory
3 15 U.S.C. 78s(b)(3)(A). A proposed rule change
may take effect upon filing with the Commission if
it is designated by the exchange as ‘‘establishing or
changing a due, fee, or other charge imposed by the
self-regulatory organization on any person, whether
or not the person is a member of the self-regulatory
organization.’’ 15 U.S.C. 78s(b)(3)(A)(ii).
4 See Securities Exchange Act Release No. 93166
(September 28, 2021), 86 FR 54760. Comments
received on the proposed rule change are available
on the Commission’s website at: https://
www.sec.gov/comments/sr-emerald-2021-29/
sremerald202129.htm.
5 15 U.S.C. 78s(b)(2)(B).
6 See Securities Exchange Act Release No. 93644,
86 FR 67750 (November 29, 2021).
7 17 CFR 200.30–3(a)(12).

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authority a report prepared by an
independent accountant on the basis of
a study and evaluation of the transfer
agent’s system of internal accounting
controls for the transfer of record
ownership and the safeguarding of
related securities and funds. If the
independent accountant’s report
specifies any material inadequacy in a
transfer agent’s system, the rule requires
the transfer agent to notify the
Commission and its appropriate
regulatory agency in writing, within
sixty calendar days after the transfer
agent receives the independent
accountant’s report, of any corrective
action taken or proposed to be taken by
the transfer agent. In addition, Rule
17Ad–13 requires that transfer agents
maintain the independent accountant’s
report and any other documents
required by the rule for at least three
years, the first year in an easily
accessible place. These recordkeeping
requirements assist the Commission and
other regulatory agencies with
monitoring transfer agents and ensuring
compliance with the rule. Small transfer
agents and transfer agents that service
only their own companies’ securities are
exempt from Rule 17Ad–13.
Approximately 100 professional
independent transfer agents must file
with the Commission one report
prepared by an independent accountant
pursuant to Rule 17Ad–13 each year.
Commission staff estimates that, on
average, the annual internal time burden
for each transfer agent to submit the
independent accountant’s report to the
Commission is minimal or zero. The
time required for an independent
accountant to conduct the study and
evaluation of a transfer agent’s system of
internal accounting controls and
complete the report varies depending on
the size and nature of the transfer
agent’s operations. Commission staff
estimates that, on average, each Rule
17Ad–13 report can be completed by the
independent accountant in 120 hours.
In light of Commission staff’s review of
previously filed Rule 17Ad–13 reports
and Commission staff’s conversations
with transfer agents and accountants,
Commission staff estimates that 120
hours are needed to perform the study
and prepare the report on an annual
basis. Commission staff estimates that
the average hourly rate of an
independent accountant is $260,
resulting in a total annual external cost
burden of $31,200 for each of the
approximately 100 professional
independent transfer agents. The
aggregate total annual external cost for
the 100 respondents is approximately
$3,120,000.

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Federal Register / Vol. 86, No. 236 / Monday, December 13, 2021 / Notices
The retention period for the
recordkeeping requirement under Rule
17Ad–13 is three years following the
date of a report prepared pursuant to the
rule. The recordkeeping requirement
under this rule is mandatory to assist
the Commission and other regulatory
agencies with monitoring transfer agents
and ensuring compliance with the rule.
This rule does not involve the collection
of confidential information.
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.
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: December 7, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.

The General Counsel of the
Commission, or his designee, has
certified that, in his opinion, one or
more of the exemptions set forth in 5
U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B)
and (10) and 17 CFR 200.402(a)(3),
(a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and
(a)(10), permit consideration of the
scheduled matters at the closed meeting.
The subject matter of the closed
meeting will consist of the following
topics:
Institution and settlement of
injunctive actions;
Institution and settlement of
administrative proceedings;
Resolution of litigation claims; and
Other matters relating to examinations
and enforcement proceedings.
At times, changes in Commission
priorities require alterations in the
scheduling of meeting agenda items that
may consist of adjudicatory,
examination, litigation, or regulatory
matters.
CONTACT PERSON FOR MORE INFORMATION:
For further information; please contact
Vanessa A. Countryman from the Office
of the Secretary at (202) 551–5400.
Authority: 5 U.S.C. 552b.
Dated: December 9, 2021.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2021–26999 Filed 12–9–21; 11:15 am]
BILLING CODE 8011–01–P

[FR Doc. 2021–26855 Filed 12–10–21; 8:45 am]

SECURITIES AND EXCHANGE
COMMISSION

BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION

[Release No. 34–93729; File No. SR–Phlx–
2021–71]

Sunshine Act Meetings
2:00 p.m. on Thursday,
December 16, 2021.
PLACE: The meeting will be held via
remote means and/or at the
Commission’s headquarters, 100 F
Street NE, Washington, DC 20549.
STATUS: This meeting will be closed to
the public.
MATTERS TO BE CONSIDERED:
Commissioners, Counsel to the
Commissioners, the Secretary to the
Commission, and recording secretaries
will attend the closed meeting. Certain
staff members who have an interest in
the matters also may be present.
In the event that the time, date, or
location of this meeting changes, an
announcement of the change, along with
the new time, date, and/or place of the
meeting will be posted on the
Commission’s website at https://
www.sec.gov.

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Self-Regulatory Organizations; Nasdaq
PHLX LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend the
Exchange’s Affiliated Entity Program
and Relocate Certain Rules
December 7, 2021.

Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’),2 and Rule 19b–4 thereunder,3
notice is hereby given that on December
1, 2021, Nasdaq PHLX LLC (‘‘Phlx’’ 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 Exchange. The
Commission is publishing this notice to
1 15

U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15

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70879

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
Phlx’s Pricing Schedule at Options 7,
Section 1, General Provisions, and
Section 2, Collection of Exchange Fees
and Other Claims.
While the changes proposed herein
are effective upon filing, the Exchange
has designated the amendments become
operative on December 1, 2021.
The text of the proposed rule change
is available on the Exchange’s website at
https://listingcenter.nasdaq.com/
rulebook/phlx/rules, 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
Exchange 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 these
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 aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Phlx proposes to amend its Pricing
Schedule at Options 7, Section 1,
General Provisions. Specifically, Phlx
proposes to amend the way it
administers its Affiliated Entity
program.
The Exchange also proposes to
relocate rule text within Options 7,
Section 1 and Section 2, Collection of
Exchange Fees and Other Claims. As a
result of these rule text relocations, the
Exchange also proposes to update
citations within Options 7, Section 3,
Rebates and Fees for Adding and
Removing Liquidity in SPY; Options 7,
Section 4, Multiply Listed Options Fees
(Includes options overlying equities,
ETFs, ETNs and indexes which are
Multiply Listed) (Excludes SPY);
Options 7, Section 6, Other Transaction
Fees; and Options 7, Section 7, Routing
Fees. Each change will be described
below.

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