60 Day Notice

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Federal Register / Vol. 87, No. 61 / Wednesday, March 30, 2022 / Notices

POSTAL SERVICE
International Product Change—Priority
Mail Express International, Priority Mail
International & First-Class Package
International Service Agreement
Postal ServiceTM.
Notice.

AGENCY:
ACTION:

The Postal Service gives
notice of filing a request with the Postal
Regulatory Commission to add a Priority
Mail Express International, Priority Mail
International & First-Class Package
International Service contract to the list
of Negotiated Service Agreements in the
Competitive Product List in the Mail
Classification Schedule.
DATES: Date of notice: March 30, 2022.
FOR FURTHER INFORMATION CONTACT:
Christopher C. Meyerson, (202) 268–
7820.
SUMMARY:

The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on March 23, 2022,
it filed with the Postal Regulatory
Commission a USPS Request To Add
Priority Mail Express International,
Priority Mail International & First-Class
Package International Service Contract
4 to Competitive Product List.
Documents are available at
www.prc.gov, Docket Nos. MC2022–47
and CP2022–52.
SUPPLEMENTARY INFORMATION:

Joshua J. Hofer,
Attorney, Ethics & Legal Compliance.
[FR Doc. 2022–06698 Filed 3–29–22; 8:45 am]
BILLING CODE 7710–12–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–239, OMB Control No.
3235–0224]

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Submission for OMB Review;
Comment Request; Extension: Rule
17j–1
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–3520), 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.

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Conflicts of interest between
investment company personnel (such as
portfolio managers) and their funds can
arise when these persons buy and sell
securities for their own accounts
(‘‘personal investment activities’’).
These conflicts arise because fund
personnel have the opportunity to profit
from information about fund
transactions, often to the detriment of
fund investors. Beginning in the early
1960s, Congress and the Securities and
Exchange Commission (‘‘Commission’’)
sought to devise a regulatory scheme to
effectively address these potential
conflicts. These efforts culminated in
the addition of section 17(j) to the
Investment Company Act of 1940 (the
‘‘Investment Company Act’’) (15 U.S.C.
80a–17(j)) in 1970 and the adoption by
the Commission of rule 17j–1 (17 CFR
270.17j–1) in 1980.1 The Commission
proposed amendments to rule 17j–1 in
1995 in response to recommendations
made in the first detailed study of fund
policies concerning personal investment
activities by the Commission’s Division
of Investment Management since rule
17j–1 was adopted. Amendments to rule
17j–1, which were adopted in 1999,
enhanced fund oversight of personal
investment activities and the board’s
role in carrying out that oversight.2
Additional amendments to rule 17j–1
were made in 2004, conforming rule
17j–1 to rule 204A–1 under the
Investment Advisers Act of 1940 (15
U.S.C. 80b), avoiding duplicative
reporting, and modifying certain
definitions and time restrictions.3
Section 17(j) makes it unlawful for
persons affiliated with a registered
investment company (‘‘fund’’) or with
the fund’s investment adviser or
principal underwriter (each a ‘‘17j–1
organization’’), in connection with the
purchase or sale of securities held or to
be acquired by the investment company,
to engage in any fraudulent, deceptive,
or manipulative act or practice in
contravention of the Commission’s rules
and regulations. Section 17(j) also
authorizes the Commission to
promulgate rules requiring 17j–1
organizations to adopt codes of ethics.
In order to implement section 17(j),
rule 17j–1 imposes certain requirements
on 17j–1 organizations and ‘‘Access
1 Prevention of Certain Unlawful Activities with
Respect to Registered Investment Companies,
Investment Company Act Release No. 11421 (Oct.
31, 1980) (45 FR 73915 (Nov. 7, 1980)).
2 Personal Investment Activities of Investment
Company Personnel, Investment Company Act
Release No. 23958 (Aug. 20, 1999) (64 FR 46821
(Aug. 27, 1999)).
3 Investment Adviser Codes of Ethics, Investment
Advisers Act Release No. 2256 (Jul. 2, 2004) (69 FR
41696 (Jul. 9, 2004)).

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Persons’’ 4 of those organizations. The
rule prohibits fraudulent, deceptive or
manipulative acts by persons affiliated
with a 17j–1 organization in connection
with their personal securities
transactions in securities held or to be
acquired by the fund. The rule requires
each 17j–1 organization, unless it is a
money market fund or a fund that does
not invest in Covered Securities,5 to: (i)
Adopt a written codes of ethics, (ii)
submit the code and any material
changes to the code, along with a
certification that it has adopted
procedures reasonably necessary to
prevent Access Persons from violating
the code of ethics, to the fund board for
approval, (iii) use reasonable diligence
and institute procedures reasonably
necessary to prevent violations of the
code, (iv) submit a written report to the
fund describing any issues arising under
the code and procedures and certifying
that the 17j–1 entity has adopted
procedures reasonably necessary to
prevent Access Persons form violating
the code, (v) identify Access Persons
and notify them of their reporting
obligations, and (vi) maintain and make
available to the Commission for review
certain records related to the code of
ethics and transaction reporting by
Access Persons.
The rule requires each Access Person
of a fund (other than a money market
fund or a fund that does not invest in
Covered Securities) and of an
investment adviser or principal
underwriter of the fund, who is not
subject to an exception,6 to file: (i)
4 Rule 17j–1(a)(1) defines an ‘‘access person’’ as
‘‘Any Advisory Person of a Fund or of a Fund’s
investment adviser. If an investment adviser’s
primary business is advising Funds or other
advisory clients, all of the investment adviser’s
directors, officers, and general partners are
presumed to be Access Persons of any Fund advised
by the investment adviser. All of a Fund’s directors,
officers, and general partners are presumed to be
Access Persons of the Fund.’’ The definition of
Access Person also includes ‘‘Any director, officer
or general partner of a principal underwriter who,
in the ordinary course of business, makes,
participates in or obtains information regarding, the
purchase or sale of Covered Securities by the Fund
for which the principal underwriter acts, or whose
functions or duties in the ordinary course of
business relate to the making of any
recommendation to the Fund regarding the
purchase or sale of Covered Securities.’’ Rule 17j–
1(a)(1).
5 A ‘‘Covered Security’’ is any security that falls
within the definition in section 2(a)(36) of the Act,
except for direct obligations of the U.S.
Government, bankers’ acceptances, bank certificates
of deposit, commercial paper and high quality
short-term debt instruments, including repurchase
agreements, and shares issued by open-end funds.
Rule 17j–1(a)(4).
6 Rule 17j–1(d)(2) contains the following
exceptions: (i) An Access Person need not file a
report for transactions effected for, and securities
held in, any account over which the Access Person
does not have control; (ii) an independent director

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Federal Register / Vol. 87, No. 61 / Wednesday, March 30, 2022 / Notices

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Within 10 days of becoming an Access
Person, a dated initial holdings report
that sets forth certain information with
respect to the Access Person’s securities
and accounts; (ii) dated quarterly
transaction reports within 30 days of the
end of each calendar quarter providing
certain information with respect to any
securities transactions during the
quarter and any account established by
the Access Person in which any
securities were held during the quarter;
and (iii) dated annual holding reports
providing information with respect to
each Covered Security the Access
Person beneficially owns and accounts
in which securities are held for his or
her benefit. In addition, rule 17j–1
requires investment personnel of a fund
or its investment adviser, before
acquiring beneficial ownership in
securities through an initial public
offering (IPO) or in a private placement,
to obtain approval from the fund or the
fund’s investment adviser.
The requirements that the
management of a rule 17j–1 organization
provide the fund’s board with new and
amended codes of ethics and an annual
issues and certification report are
intended to enhance board oversight of
personal investment policies applicable
to the fund and the personal investment
activities of Access Persons. The
requirements that Access Persons
provide initial holdings reports,
quarterly transaction reports, and
annual holdings reports and request
approval for purchases of securities
through IPOs and private placements
are intended to help fund compliance
personnel and the Commission’s
examinations staff monitor potential
conflicts of interest and detect
potentially abusive activities. The
requirement that each rule 17j–1
of the fund, who would otherwise be required to
report solely by reason of being a fund director and
who does not have information with respect to the
fund’s transactions in a particular security, does not
have to file an initial holdings report or a quarterly
transaction report; (iii) an Access Person of a
principal underwriter of the fund does not have to
file reports if the principal underwriter is not
affiliated with the fund (unless the fund is a unit
investment trust) or any investment adviser of the
fund and the principal underwriter of the fund does
not have any officer, director, or general partner
who serves in one of those capacities for the fund
or any investment adviser of the fund; (iv) an
Access Person to an investment adviser need not
make quarterly reports if the report would duplicate
information provided under the reporting
provisions of the Investment Adviser’s Act of 1940;
(v) an Access Person need not make quarterly
transaction reports if the information provided in
the report would duplicate information received by
the 17j–1 organization in the form of broker trade
confirmations or account statements or information
otherwise in the records of the 17j–1 organization;
and (vi) an Access Person need not make quarterly
transaction reports with respect to transactions
effected pursuant to an Automatic Investment Plan.

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organization maintain certain records is
intended to assist the organization and
the Commission’s examinations staff in
determining if there have been
violations of rule 17j–1.
We estimate that annually there are
approximately 85,297 respondents
under rule 17j–1, of which 15,297 are
rule 17j–1 organizations and 70,000 are
Access Persons. In the aggregate, these
respondents make approximately
107,363 responses annually. We
estimate that the total annual burden of
complying with the information
collection requirements in rule 17j–1 is
approximately 376,628 hours. This hour
burden represents time spent by Access
Persons that must file initial and annual
holdings reports and quarterly
transaction reports, investment
personnel that must obtain approval
before acquiring beneficial ownership in
any securities through an IPO or private
placement, and the responsibilities of
Rule 17j–1 organizations arising from
information collection requirements
under rule 17j–1. These include
notifying Access Persons of their
reporting obligations, preparing an
annual rule 17j–1 report and
certification for the board, documenting
their approval or rejection of IPO and
private placement requests, maintaining
annual rule 17j–1 records, maintaining
electronic reporting and recordkeeping
systems, amending their codes of ethics
as necessary, and, for new fund
complexes, adopting a code of ethics.
We estimate that there is an annual
cost burden of approximately $5,000 per
fund complex, for a total of $4,020,000
associated with complying with the
information collection requirements in
rule 17j–1. This represents the costs of
purchasing and maintaining computers
and software to assist funds in carrying
out rule 17j–1 recordkeeping.
These burden hour and cost estimates
are based upon the Commission staff’s
experience and discussions with the
fund industry. The estimates of average
burden hours and costs are made solely
for the purposes of the Paperwork
Reduction Act. These estimates are not
derived from a comprehensive or even
a representative survey or study of the
costs of Commission rules.
Compliance with the collection of
information requirements of the rule is
mandatory and is necessary to comply
with the requirements of the rule in
general. 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. Rule 17j–1 requires that

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18405

records be maintained for at least five
years in an easily accessible place.7
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
estimates 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 by May 31, 2022.
Please direct your written comments
to David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, C/O John
Pezzullo, 100 F Street NE, Washington,
DC 20549; or send an email to: PRA_
[email protected].
Dated: March 25, 2022.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022–06706 Filed 3–29–22; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–94492; File No. SR–
NASDAQ–2022–020]

Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend Rule
4756(a)(3), in Light of Planned
Changes to the System as Well as To
Address Existing Issues
March 23, 2022.

Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1, and Rule 19b–4 thereunder,2
notice is hereby given that on March 11,
2022, The Nasdaq Stock Market LLC
(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and II
7 If information collected pursuant to the rule is
reviewed by the Commission’s examination staff, it
will be accorded the same level of confidentiality
accorded to other responses provided to the
Commission in the context of its examination and
oversight program. See section 31(c) of the
Investment Company Act (15 U.S.C. 80a–30(c)).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.

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