61650 Federal Register / Vol. 88, No. 172 / Thursday, September 7, 2023 / Notices 

19See supra note 10. 

20For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 21 17 CFR 200.30–3(a)(12), (59). 

products that other exchanges offer.19

The Exchange further states that it does 

not propose to amend the fee for ad hoc 

requests for historical intra-day OpenClose Report data. For these reasons, 

and because the proposal raises no 

novel legal or regulatory issues, the 

Commission believes that waiver of the 

30-day operative delay is consistent 

with the protection of investors and the 

public interest. Accordingly, the 

Commission hereby waives the 30-day 

operative delay and designates the 

proposed rule change as operative upon 

filing.20

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. 

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: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

MIAX–2023–31 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–MIAX–2023–31. 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 (https://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 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–MIAX–2023–31 and should be 

submitted on or before September 28, 

2023. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–19232 Filed 9–6–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–173, OMB Control No. 

3235–0178] 

Proposed Collection; Comment 

Request; Extension: Rule 31a–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. 3501–3520), the Securities 

and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collections of information 

summarized below. The Commission 

plans to submit these existing 

collections of information to the Office 

of Management and Budget for 

extension. 

Rule 31a–1 (17 CFR 270.31a–1) under 

the Investment Company Act of 1940 

(the ‘‘Act’’) (15 U.S.C. 80a) is entitled 

‘‘Records to be maintained by registered 

investment companies, certain majorityowned subsidiaries thereof, and other 

persons having transactions with 

registered investment companies.’’ Rule 

31a–1 requires registered investment 

companies (‘‘funds’’), and every 

underwriter, broker, dealer, or 

investment adviser that is a majorityowned subsidiary of a fund, to maintain 

and keep current accounts, books, and 

other documents which constitute the 

record forming the basis for financial 

statements required to be filed pursuant 

to section 31 of the Act (15 U.S.C. 80a– 

30) and of the auditor’s certificates 

relating thereto. The rule lists specific 

records to be maintained by funds. The 

rule also requires certain underwriters, 

brokers, dealers, depositors, and 

investment advisers to maintain the 

records that they are required to 

maintain under federal securities laws. 

There are approximately 2,766 

investment companies registered with 

the Commission, all of which are 

required to comply with rule 31a–1. For 

purposes of determining the burden 

imposed by rule 31a–1, the Commission 

staff estimates that each fund is divided 

into approximately four series, on 

average, and that each series is required 

to comply with the recordkeeping 

requirements of rule 31a–1. Based on 

conversations with fund representatives, 

it is estimated that rule 31a–1 imposes 

an average burden of approximately 

1,750 hours annually per series for a 

total of 7,000 annual hours per fund. 

The estimated total annual burden for 

all 2,766 funds subject to the rule 

therefore is approximately 19,362,000 

hours. Based on conversations with 

fund representatives, however, the 

Commission staff estimates that even 

absent the requirements of rule 31a–1, 

90 percent of the records created 

pursuant to the rule are the type that 

generally would be created as a matter 

of normal business practice and to 

prepare financial statements. Thus, the 

Commission staff estimates that the total 

annual burden associated with rule 31a– 

1 is 1,936,200 hours. 

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. 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 OMB control 

number. 

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 

estimate of the burden of the collection 

of information; (c) ways to enhance the 

quality, utility, and clarity of the 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 88, No. 172 / Thursday, September 7, 2023 / Notices 61651 

1Rule 17a–7(g) requires the written record of the 

affiliated transaction to include the following 

information: a description of the security purchased 

or sold, the identity of the person on the other side 

of the transaction, the terms of the purchase or sale 

transaction, and the information or materials upon 

which the board determined that the purchase or 

sale complied with the procedures set by the board. 

2Unless stated otherwise, these estimates are 

based on conversations with the examination and 

inspections staff of the Commission and fund 

representatives. 

3Based on our reviews and conversations with 

fund representatives, we understand that funds 

rarely, if ever, need to make changes to these 

policies and procedures once adopted, and 

therefore we do not estimate a paperwork burden 

for such updates. 

4This estimate is based on the following 

calculations: (4 hours × 110 new funds = 440 

hours). 

5This estimate is based on the following 

calculation: (21% = 582/2,768); (605 = 582 + 23). 

6Commission staff believes that rule 17a–7 does 

not impose any costs associated with record 

preservation in addition to the costs that funds 

already incur to comply with the record 

preservation requirements of rule 31a–2 under the 

Act. Rule 31a–2 requires companies to preserve 

certain records for specified periods of time. 

7The staff estimates that funds that rely on rule 

17a–7 annually enter into an average of 8 rule 17a– 

7 transactions each year. The staff estimates that the 

compliance attorneys of the companies spend 

approximately 15 minutes per transaction on this 

recordkeeping, and the board of directors spends a 

total of 1 hour annually in determining that all 

transactions made that year were done in 

compliance with the company’s policies and 

procedures. This estimate is based on the following 

calculations: (2 hours × $425 = $850); ($850 + 

$4,770= $5,620). 

8This estimate is based on the following 

calculation: (3 hours × 605 companies = 1,815 

hours); ($5,620 × 605 companies = $3,400,100). 

9This estimate is based on the following 

calculation: (440 hours + 1,815 hours = 2,255 total 

hours); ($664,950 + $3,400,100 = $4,065,050). 

10This estimate is based on the following 

calculations: 605 funds that engage in rule 17a–7 

transactions × 8 transactions per year = 64,840. 

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 

by November 6, 2023. 

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. 

Please direct your written comments 

to: David Bottom, Acting 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_

Mailbox@sec.gov. 

Dated: August 31, 2023. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–19248 Filed 9–6–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–238, OMB Control No. 

3235–0214] 

Proposed Collection; Comment 

Request; Extension: Rule 17a–7 

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. 3501–3520), the Securities 

and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collections of information 

summarized below. The Commission 

plans to submit the existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

Rule 17a–7 (17 CFR 270.17a–7) (the 

‘‘rule’’) under the Investment Company 

Act of 1940 (15 U.S.C. 80a–1 et seq.) 

(the ‘‘Act’’) is entitled ‘‘Exemption of 

certain purchase or sale transactions 

between an investment company and 

certain affiliated persons thereof.’’ It 

provides an exemption from section 

17(a) of the Act for purchases and sales 

of securities between registered 

investment companies (‘‘funds’’), that 

are affiliated persons (‘‘first-tier 

affiliates’’) or affiliated persons of 

affiliated persons (‘‘second-tier 

affiliates’’), or between a fund and a 

first- or second-tier affiliate other than 

another fund, when the affiliation arises 

solely because of a common investment 

adviser, director, or officer. Rule 17a–7 

requires funds to keep various records 

in connection with purchase or sale 

transactions effected in reliance on the 

rule. The rule requires the fund’s board 

of directors to establish procedures 

reasonably designed to ensure that the 

rule’s conditions have been satisfied. 

The board is also required to determine, 

at least on a quarterly basis, that all 

affiliated transactions effected during 

the preceding quarter in reliance on the 

rule were made in compliance with 

these established procedures. If a fund 

enters into a purchase or sale 

transaction with an affiliated person, the 

rule requires the fund to compile and 

maintain written records of the 

transaction.1 The Commission’s 

examination staff uses these records to 

evaluate for compliance with the rule. 

While most funds do not commonly 

engage in transactions covered by rule 

17a–7, the Commission staff estimates 

that nearly all funds have adopted 

procedures for complying with the 

rule.2 Of the approximately 2,768 

currently active funds, the staff 

estimates that virtually all have already 

adopted procedures for compliance with 

rule 17a–7. This is a one-time burden, 

and the staff therefore does not estimate 

an ongoing burden related to the 

policies and procedures requirement of 

the rule for funds.3 The staff estimates 

that there are approximately 110 new 

funds that register each year, and that 

each of these funds adopts the relevant 

policies and procedures. The staff 

estimates that it takes approximately 4 

hours to develop and adopt these 

policies and procedures. Therefore, the 

total annual burden related to 

developing and adopting these policies 

and procedures would be approximately 

360 hours.4

Of the 2,768 existing funds, the staff 

assumes that approximately 21%, (or 

582) enter into transactions affected by 

rule 17a–7 each year (either by the fund 

directly or through one of the fund’s 

series), and that the same percentage 

(21%, or 23 funds) of the estimated 110 

funds that newly register each year will 

also enter into these transactions, for a 

total of 605 5 companies that are affected 

by the recordkeeping requirements of 

rule 17a–7. These funds must keep 

records of each of these transactions, 

and the board of directors must 

quarterly determine that all relevant 

transactions were made in compliance 

with the company’s policies and 

procedures. The rule generally imposes 

a minimal burden of collecting and 

storing records already generated for 

other purposes.6 The staff estimates that 

the burden related to making these 

records and for the board to review all 

transactions would be 3 hours annually 

for each respondent, (2 hours spent by 

compliance attorneys and 1 hour spent 

by the board of directors) 7 or 1,815 total 

hours each year at cost of $3,400,100.8

Based on these estimates, the staff 

estimates the combined total annual 

burden hours associated with rule 17a– 

7 is 2,225 hours at a cost of $4,065,050.9

The staff also estimates that there are 

approximately 605 respondents and 

4,840 total responses.10

The estimates of average burden hours 

is made solely for the purposes of the 

Paperwork Reduction Act, and are not 

derived from a comprehensive or even 

a representative survey or study of the 

costs of Commission rules. The 

collection of information required by 

rule 17a–7 is necessary to obtain the 

benefits of the rule. Responses will not 

be kept confidential. An agency may not 

conduct or sponsor, and a person is not 


ddrumheller on DSK120RN23PROD with NOTICES1