66782 Federal Register / Vol. 83, No. 247 / Thursday, December 27, 2018 / Notices 

37Rule 700(b)(3), Commission Rules of Practice, 

17 CFR 201.700(b)(3). 

38See id. 

39See id. 

40Section 19(b)(2) of the Exchange Act, as 

amended by the Securities Act Amendments of 

1975, Public Law 94–29 (June 4, 1975), grants the 

Commission flexibility to determine what type of 

proceeding—either oral or notice and opportunity 

for written comments—is appropriate for 

consideration of a particular proposal by a selfregulatory organization. See Securities Act 

Amendments of 1975, Senate Comm. on Banking, 

Housing & Urban Affairs, S. Rep. No. 75, 94th 

Cong., 1st Sess. 30 (1975). 41See Notice, supra note 4. 

42 17 CFR 200.30–3(a)(57). 

1 15 U.S.C. 7201 et seq. 

2Public Law 111–203, 124 Stat. 1376 (2010). 

increase market fragmentation and raise 

additional manipulation concerns. 

The Commission notes that under the 

Commission’s Rules of Practice, the 

‘‘burden to demonstrate that a proposed 

rule change is consistent with the 

Exchange Act and the rules and 

regulations issued thereunder . . . is on 

the self-regulatory organization [‘SRO’] 

that proposed the rule change.’’ 37 The 

description of a proposed rule change, 

its purpose and operation, its effect, and 

a legal analysis of its consistency with 

applicable requirements must all be 

sufficiently detailed and specific to 

support an affirmative Commission 

finding,38 and any failure of an SRO to 

provide this information may result in 

the Commission not having a sufficient 

basis to make an affirmative finding that 

a proposed rule change is consistent 

with the Exchange Act and the 

applicable rules and regulations.39

For these reasons, the Commission 

believes it is appropriate to institute 

proceedings pursuant to Section 

19(b)(2)(B) of the Act to determine 

whether the proposal should be 

approved or disapproved. 

IV. Commission’s Solicitation of 

Comments 

The Commission requests that 

interested persons provide written 

submissions of their views, data, and 

arguments with respect to the issues 

identified above, as well as any other 

concerns they may have with the 

proposal. In particular, the Commission 

invites the written view of interested 

persons concerning whether the 

proposal is consistent with Section 

6(b)(5) or any other provision of the Act, 

or the rules and regulations thereunder. 

Although there do not appear to be any 

issues relevant to approval or 

disapproval that would be facilitated by 

an oral presentation of views, data, and 

arguments, the Commission will 

consider, pursuant to Rule 19b–4, any 

request for an opportunity to make an 

oral presentation.40

Interested persons are invited to 

submit written data, views, and 

arguments regarding whether the 

proposal should be approved or 

disapproved by January 17, 2019. Any 

person who wishes to file a rebuttal to 

any other person’s submission must file 

that rebuttal by January 31, 2019. The 

Commission asks that commenters 

address the sufficiency of the 

Exchange’s statements in support of the 

proposal which are set forth in the 

Notice,41 in addition to any other 

comments they may wish to submit 

about the proposed rule change. 

Comments may be submitted by any 

of the following methods: 

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– 

NYSEAMER–2018–39 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–NYSEAMER–2018–39. 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 such 

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–NYSEAMER–2018–39 and 

should be submitted on or before 

January 17, 2019. Rebuttal comments 

should be submitted by January 31, 

2019. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.42

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–27992 Filed 12–26–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Securities Act of 1933 Release No. 10592/ 

December 19, 2018; Securities Exchange 

Act of 1934 Release No. 84877/December 

19, 2018] 

Order Approving Public Company 

Accounting Oversight Board Budget 

and Annual Accounting Support Fee 

for Calendar Year 2019 

The Sarbanes-Oxley Act of 2002, as 

amended (the ‘‘Sarbanes-Oxley Act’’),1

established the Public Company 

Accounting Oversight Board (‘‘PCAOB’’) 

to oversee the audits of companies that 

are subject to the securities laws, and 

related matters, in order to protect the 

interests of investors and further the 

public interest in the preparation of 

informative, accurate, and independent 

audit reports. Section 982 of the DoddFrank Wall Street Reform and Consumer 

Protection Act (the ‘‘Dodd-Frank Act’’) 2

amended the Sarbanes-Oxley Act to 

provide the PCAOB with explicit 

authority to oversee auditors of brokerdealers registered with the Securities 

and Exchange Commission (the 

‘‘Commission’’). The PCAOB is to 

accomplish these goals through 

registration of public accounting firms 

and standard setting, inspection, and 

disciplinary programs. The PCAOB is 

subject to the comprehensive oversight 

of the Commission. 

Section 109 of the Sarbanes-Oxley Act 

provides that the PCAOB shall establish 

a reasonable annual accounting support 

fee, as may be necessary or appropriate 

to establish and maintain the PCAOB. 

Under Section 109(f) of the SarbanesOxley Act, the aggregate annual 

accounting support fee shall not exceed 

the PCAOB’s aggregate ‘‘recoverable 

budget expenses,’’ which may include 

operating, capital, and accrued items. 

The PCAOB’s annual budget and 

accounting support fee are subject to 

approval by the Commission. In 


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Federal Register / Vol. 83, No. 247 / Thursday, December 27, 2018 / Notices 66783 

3 17 CFR 202.190. 

4See ‘‘OMB Report to the Congress on the Joint 

Committee Reductions for Fiscal Year 2019’’, 

Appendix page 16 of 17 available at https://

www.whitehouse.gov/wp-content/uploads/2018/02/ 

Sequestration_Report_February_2018.pdf . 

addition, the PCAOB must allocate the 

annual accounting support fee among 

issuers and among brokers and dealers. 

Section 109(b) of the Sarbanes-Oxley 

Act directs the PCAOB to establish a 

budget for each fiscal year in accordance 

with the PCAOB’s internal procedures, 

subject to approval by the Commission. 

Rule 190 of Regulation P governs the 

Commission’s review and approval of 

PCAOB budgets and annual accounting 

support fees.3 This budget rule 

provides, among other things, a 

timetable for the preparation and 

submission of the PCAOB budget and 

for Commission actions related to each 

budget, a description of the information 

that should be included in each budget 

submission, limits on the PCAOB’s 

ability to incur expenses and obligations 

except as provided in the approved 

budget, procedures relating to 

supplemental budget requests, 

requirements for the PCAOB to furnish 

on a quarterly basis certain budgetrelated information, and a list of 

definitions that apply to the rule and to 

general discussions of PCAOB budget 

matters. 

In accordance with the budget rule, in 

March 2018 the PCAOB provided the 

Commission with a narrative 

description of its program issues and 

outlook for the 2019 budget year. In 

response, the Commission provided the 

PCAOB with economic assumptions and 

general budgetary guidance for the 2019 

budget year. The PCAOB subsequently 

delivered a preliminary budget and 

budget justification to the Commission. 

Staff from the Commission’s Office of 

the Chief Accountant and Office of 

Financial Management dedicated a 

substantial amount of time to the review 

and analysis of the PCAOB’s programs, 

projects, and budget estimates; reviewed 

the PCAOB’s estimates of 2018 actual 

spending; and attended several meetings 

with management and staff of the 

PCAOB to further develop their 

understanding of the PCAOB’s budget 

and operations. During the course of 

this review, Commission staff relied 

upon representations and supporting 

documentation from the PCAOB. Based 

on this review, the Commission issued 

a ‘‘passback’’ letter to the PCAOB on 

November 1, 2018. On November 15, 

2018, the PCAOB adopted its 2019 

budget and accounting support fee 

during an open meeting, and 

subsequently submitted that budget to 

the Commission for approval. 

After considering the above, the 

Commission did not identify any 

proposed disbursements in the 2019 

budget adopted by the PCAOB that are 

not properly recoverable through the 

annual accounting support fee, and the 

Commission believes that the aggregate 

proposed 2019 annual accounting 

support fee does not exceed the 

PCAOB’s aggregate recoverable budget 

expenses for 2019. 

The Commission also acknowledges 

the PCAOB’s updated strategic plan, 

which involved extensive outreach, and 

encourages the PCAOB to continue 

keeping the Commission and its staff 

apprised of significant new 

developments during its 

implementation. In addition, the 

PCAOB should submit its 2018 annual 

report to the Commission by April 1, 

2019. 

The Commission directs the PCAOB 

during 2019 to schedule monthly 

meetings with the Commission’s staff 

about the transformation initiatives that 

are expected to have a significant 

impact on the 2020 PCAOB budget. In 

addition, the Commission directs the 

Board during 2019 to continue 

providing quarterly updates to the 

Commission that describe (i) the 

activities and progress towards the 

stated goals of the PCAOB’s Office of 

Economic and Risk Analysis (‘‘ERA’’); 

(ii) detailed information about the state 

of the PCAOB’s information technology 

program as administered by the 

PCAOB’s Office of Information 

Technology (‘‘OIT); and (iii) information 

about the PCAOB’s inspections program 

as administered by the PCAOB’s 

Division of Registration and Inspections 

(‘‘DRI’’), consistent with the quarterly 

updates reflected in the Commission’s 

Order approving the PCAOB’s annual 

budget and accounting support fee for 

calendar year 2018 dated January 10, 

2018. In addition, the quarterly updates 

should include updates on the 

transformation projects for ERA, OIT, 

and DRI. 

The Commission understands that the 

Office of Management and Budget 

(‘‘OMB’’) has determined that the 2019 

budget of the PCAOB is subject to 

sequestration under the Budget Control 

Act of 2011.4 For 2018, the PCAOB 

sequestered $17.2 million. That amount 

will become available in 2019. For 2019, 

the sequestration amount will be 6.2% 

or $17.0 million. Consequently, we 

expect the PCAOB will have 

approximately $0.2 million in excess 

funds available from the 2018 

sequestration for spending in 2019. 

Accordingly, the PCAOB has reduced its 

accounting support fee for 2019 by 

approximately $0.2 million. 

The Commission has determined that 

the PCAOB’s 2019 budget and annual 

accounting support fee are consistent 

with Section 109 of the Sarbanes-Oxley 

Act. Accordingly, 

It is ordered, pursuant to Section 109 

of the Sarbanes-Oxley Act, that the 

PCAOB budget and annual accounting 

support fee for calendar year 2019 are 

approved. 

By the Commission. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–27978 Filed 12–26–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

33332; 812–14961] 

RYZZ Capital Management, LLC, et al. 

December 19, 2018. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application for an order 

under section 6(c) of the Investment 

Company Act of 1940 (the ‘‘Act’’) for an 

exemption from sections 2(a)(32), 

5(a)(1), 22(d), and 22(e) of the Act and 

rule 22c–1 under the Act, under 

sections 6(c) and 17(b) of the Act for an 

exemption from sections 17(a)(1) and 

17(a)(2) of the Act, and under section 

12(d)(1)(J) of the Act for an exemption 

from sections 12(d)(1)(A) and 

12(d)(1)(B) of the Act. The requested 

order would permit (a) activelymanaged series of certain open-end 

management investment companies 

(‘‘Funds’’) to issue shares redeemable in 

large aggregations only (‘‘Creation 

Units’’); (b) secondary market 

transactions in Fund shares to occur at 

negotiated market prices rather than at 

net asset value (‘‘NAV’’); (c) certain 

Funds to pay redemption proceeds, 

under certain circumstances, more than 

seven days after the tender of shares for 

redemption; (d) certain affiliated 

persons of a Fund to deposit securities 

into, and receive securities from, the 

Fund in connection with the purchase 

and redemption of Creation Units; (e) 

certain registered management 

investment companies and unit 

investment trusts outside of the same 

group of investment companies as the 

Funds (‘‘Funds of Funds’’) to acquire 

shares of the Funds; and (f) certain 

Funds (‘‘Feeder Funds’’) to create and 


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