Federal Register / Vol. 87, No. 18 / Thursday, January 27, 2022 / Notices 4319 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3FINRA operates Web CRD, the central licensing 

and registration system for the U.S. securities 

industry. FINRA uses Web CRD to maintain the 

qualification, employment, and disciplinary 

histories of registered associated persons of brokerdealers. 

Rule 19h–1 (17 CFR 240.19h–1), under 

the Securities Exchange Act of 1934 (15 

U.S.C. 78a et seq.). 

Rule 19h–1 prescribes the form and 

content of notices and applications by 

self-regulatory organizations (‘‘SROs’’) 

regarding proposed admissions to, or 

continuances in, membership, 

participation or association with a 

member of any person subject to a 

statutory disqualification. 

The Commission uses the information 

provided in the submissions filed 

pursuant to Rule 19h–1 to review 

decisions by SROs to permit the entry 

into or continuance in the securities 

business of persons who have 

committed serious misconduct. The 

filings submitted pursuant to the Rule 

also permit inclusion of an application 

to the Commission for consent to 

associate with a member of an SRO 

notwithstanding a Commission order 

barring such association. 

The Commission reviews filings made 

pursuant to the Rule to ascertain 

whether it is in the public interest to 

permit the employment in the securities 

business of persons subject to statutory 

disqualification. The filings contain 

information that is essential to the staff’s 

review and ultimate determination on 

whether an association or employment 

is in the public interest and consistent 

with investor protection. 

It is estimated that approximately 20 

respondents will make submissions 

pursuant to this Rule annually. With 

respect to submissions for Rule 19h–1(a) 

notices, and based upon past 

submissions, the staff estimates that 

respondents will make a total of 11 

submissions per year. The staff 

estimates that the average number of 

hours necessary to complete a 

submission pursuant to Rule 19h–1(a) 

notices is 80 hours (for a total annual 

burden for all respondents in the 

amount of 17,600 hours). With respect 

to submissions for Rule 19h–1(a)(4) 

notifications, and based upon past 

submissions, the staff estimates that 

respondents will make a total of 9 

submissions per year. The staff 

estimates that the average number of 

hours necessary to complete a 

submission pursuant to Rule 19h–1(a)(4) 

notifications is 80 hours (for a total 

annual burden for all respondents in the 

amount of 14,400 hours). With respect 

to submissions for Rule 19h–1(b), and 

based upon past submissions, the staff 

estimates that respondents will make a 

total of 28 submissions per year. The 

staff estimates that the average number 

of hours necessary to complete a 

submission pursuant to Rule 19h–1(b) is 

13 hours (for a total annual burden for 

all respondents in the amount of 7,280 

hours). With respect to submissions for 

Rule 19h–1(d), and based upon past 

submissions, the staff estimates that 

respondents will make a total of 5 

submissions per year. The staff 

estimates that the average number of 

hours necessary to complete a 

submission pursuant to Rule 19h–1(d) is 

80 hours (for a total annual burden for 

all respondents in the amount of 8,000 

hours). The aggregate annual burden for 

all respondents is thus approximately 

47,280 hours (17,600 +14,400 + 7,280 + 

8,000). 

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 Pezzullo, 100 F Street NE, 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov. 

Dated: January 21, 2022. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–01554 Filed 1–26–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94023; File No. SR–C2– 

2022–002] 

Self-Regulatory Organizations; Cboe 

C2 Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Its Fees 

Schedule With Respect to Its FINRA 

Non-Member Processing Registration 

Fee 

January 21, 2022. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on January 

11, 2022 Cboe C2 Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘C2’’) filed with the 

Securities and Exchange Commission 

(the ‘‘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 

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 

Cboe C2 Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘C2’’) proposes to amend 

its Fees Schedule with respect to its 

FINRA Non-Member Processing 

registration fee. The text of the proposed 

rule change is provided in Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://markets.cboe.com/us/ 

options/regulation/rule_filings/ctwo/), 

at the Exchange’s Office of the 

Secretary, 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 

The Exchange proposes to amend the 

FINRA Non-Member Processing fee to 

reflect adjustments to the FINRA 

registration fees. The applicable fee is 

collected and retained by FINRA via 

Web CRD 3 for the registration of 

employees of Exchange TPH 

organizations that are not FINRA 

members (‘‘Non-FINRA members’’). The 

Exchange is merely listing these fees on 

its Fees Schedule and does not collect 

or retain this fee. 

Today, under the Regulatory Fees 

section of the Fees Schedule are various 

fees collected and retained by FINRA 

via the Web CRD registration system, 


lotter on DSK11XQN23PROD with NOTICES1
4320 Federal Register / Vol. 87, No. 18 / Thursday, January 27, 2022 / Notices 

4See Securities Exchange Act Release No. 90176 

(October 14, 2020), 85 FR 66592 (October 20, 2020) 

(SR–FINRA–2020–032) (Notice of Filing and 

Immediate Effectiveness of a Proposed Rule Change 

To Adjust FINRA Fees To Provide Sustainable 

Funding for FINRA’s Regulatory Mission). 

5 15 U.S.C. 78f(b). 

6 15 U.S.C. 78f(b)(5). 

7 Id. 

8Supra note 4. 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f). 

including certain general registration 

fees, fingerprint processing fees, and 

continuing education fees. Specifically, 

under the general registration fees is the 

FINRA Non-Member Processing Fee of 

$100 for all initial, transfer, relicense, or 

dual registration Form U–4 filings. Now, 

the Exchange proposes to increase the 

$100 fee to $125 for such filings. The 

proposed amendment is made in 

accordance with a recent FINRA rule 

change to adjust its fees.4

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.5 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 6 requirements that the rules of 

an exchange be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, to remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. 

Additionally, the Exchange believes the 

proposed rule change is consistent with 

the Section 6(b)(5) 7 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange believes it is reasonable 

to increase the $100 fee for each initial 

Form U–4 filed for the registration of a 

representative or principal to $125 in 

accordance with an adjustment to 

FINRA’s fees.8 The proposed fees are 

identical to those adopted by FINRA for 

use of Web CRD for disclosure and the 

registration of FINRA members and 

their associated persons. These costs are 

borne by FINRA when a Non-FINRA 

member uses Web CRD. 

The Exchange believes that its 

proposal to increase the $100 fee for 

each initial Form U–4 filed for the 

registration of a representative or 

principal to $125 is equitable and not 

unfairly discriminatory as the 

amendment will reflect the current fee 

that will be assessed by FINRA to all 

members who require Form U–4 filings. 

Further, the proposal is also equitable 

and not unfairly discriminatory because 

the Exchange will not be collecting or 

retaining these fees, therefore, the 

Exchange will not be in a position to 

apply them in an inequitable or unfairly 

discriminatory manner. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes that its proposal to 

increase the $100 fee for each initial 

Form U–4 filed for the registration of a 

representative or principal to $125 does 

not impose an undue burden on 

competition as the amendment will 

reflect the current fee that will be 

assessed by FINRA to all members who 

require Form U–4 filings. Further, the 

proposal does not impose an undue 

burden on competition because the 

Exchange will not be collecting or 

retaining these fees, therefore, the 

Exchange will not be in a position to 

apply them in an inequitable or unfairly 

discriminatory manner. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 9 and paragraph (f) of Rule 

19b–4 10 thereunder. 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 

Commission takes such action, the 

Commission will institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 

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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

C2–2022–002 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–C2–2022–002. 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; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–C2– 

2022–002 and should be submitted on 

or before February 17, 2022. 


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Federal Register / Vol. 87, No. 18 / Thursday, January 27, 2022 / Notices 4321 

11 17 CFR 200.30–3(a)(12). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–01561 Filed 1–26–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–225, OMB Control No. 

3235–0235] 

Proposed Collection; Comment 

Request; Extension: Rule 17a–8 

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 (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. 

Rule 17a–8 (17 CFR 270.17a–8) under 

the Investment Company Act of 1940 

(the ‘‘Act’’) (15 U.S.C. 80a–1 et seq.) is 

entitled ‘‘Mergers of affiliated 

companies.’’ Rule 17a–8 exempts 

certain mergers and similar business 

combinations (‘‘mergers’’) of affiliated 

registered investment companies 

(‘‘funds’’) from prohibitions under 

section 17(a) of the Act (15 U.S.C. 80a– 

17(a)) on purchases and sales between a 

fund and its affiliates. The rule requires 

fund directors to consider certain issues 

and to record their findings in board 

minutes. The rule requires the directors 

of any fund merging with an 

unregistered entity to approve 

procedures for the valuation of assets 

received from that entity. These 

procedures must provide for the 

preparation of a report by an 

independent evaluator that sets forth the 

fair value of each such asset for which 

market quotations are not readily 

available. The rule also requires a fund 

being acquired to obtain approval of the 

merger transaction by a majority of its 

outstanding voting securities, except in 

certain situations, and requires any 

surviving fund to preserve written 

records describing the merger and its 

terms for six years after the merger (the 

first two in an easily accessible place). 

The average annual burden of meeting 

the requirements of rule 17a–8 is 

estimated to be 7 hours for each fund. 

The Commission staff estimates that 

each year approximately 384 funds rely 

on the rule. The estimated total average 

annual burden for all respondents 

therefore is 2,688 hours. 

The average cost burden of preparing 

a report by an independent evaluator in 

a merger with an unregistered entity is 

estimated to be $15,000. The average net 

cost burden of obtaining approval of a 

merger transaction by a majority of a 

fund’s outstanding voting securities is 

estimated to be $100,000. The 

Commission staff estimates that each 

year approximately 59 funds hold 

shareholder votes that would not 

otherwise have held a shareholder vote. 

The total annual cost burden of meeting 

these requirements is estimated to be 

$5,900,000. 

The estimates of average burden hours 

and average cost burdens are made 

solely for the purposes of the Paperwork 

Reduction Act, and are 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 requested on: 

(a) Whether the collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information has practical utility; (b) the 

accuracy of the Commission’s estimate 

of the burdens of the 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. 

Please direct your written comments 

to David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, C/O John R. 

Pezzullo, 100 F Street NE, Washington, 

DC 20549; or send an email to: PRA_

Mailbox@sec.gov. 

Dated: January 21, 2022. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–01546 Filed 1–26–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–224, OMB Control No. 

3235–0217] 

Submission for OMB Review; 

Comment Request, Extension: Rule 

17e–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 et seq.) (‘‘Paperwork 

Reduction Act’’), the Securities and 

Exchange Commission (the 

‘‘Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for extension of the 

previously approved collection of 

information described below. 

Rule 17e–1 (17 CFR 270.17e–1) under 

the Investment Company Act of 1940 

(15 U.S.C. 80a–1 et seq.) (the 

‘‘Investment Company Act’’) deems a 

remuneration as ‘‘not exceeding the 

usual and customary broker’s 

commission’’ for purposes of Section 

17(e)(2)(A) of the Act (15 U.S.C. 80a– 

17(e)(2)(A)) if, among other things, a 

registered investment company’s 

(‘‘fund’s’’) board of directors has 

adopted procedures reasonably 

designed to provide that the 

remuneration to an affiliated broker is 

reasonable and fair compared to that 

received by other brokers in connection 

with comparable transactions involving 

similar securities being purchased or 

sold on a securities exchange during a 

comparable period of time and the 

board makes and approves such changes 

as it deems necessary. In addition, each 

quarter, the board must determine that 

all transactions effected under the rule 

during the preceding quarter complied 

with the established procedures 

(‘‘review requirement’’). Rule 17e–1 also 

requires the fund to (i) maintain 

permanently a written copy of the 

procedures adopted by the board for 

complying with the requirements of the 

rule; and (ii) maintain for a period of six 

years, the first two in an easily 

accessible place, a written record of 

each transaction subject to the rule, 

setting forth the amount and source of 

the commission, fee, or other 

remuneration received; the identity of 

the broker; the terms of the transaction; 

and the materials used to determine that 

the transactions were effected in 

compliance with the procedures 

adopted by the board (‘‘recordkeeping 

requirement’’). The review and 


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