Federal Register / Vol. 83, No. 10 / Tuesday, January 16, 2018 / Notices 2241 

7 In approving this rule change, the Commission 

has considered the rule’s impact on efficiency, 

competition, and capital formation. See 15 U.S.C. 

78c(f). 

8 15 U.S.C. 78f(b)(5). 

9See Securities Exchange Act Release Nos. 47190 

(January 15, 2003), 68 FR 3072 (January 22, 2003) 

(SR–CBOE–2002–62) (Order approving CBOE’s 

proposal to, among other things, shorten the look 

back period from the majority of business days 

during the preceding three calendar months to the 

current five consecutive business days); 47794 (May 

5, 2003), 68 FR 25076 (May 9, 2003) (SR–Phlx– 

2003–27) (Notice and immediate effectiveness of 

the Exchange’s filing adopting the same changes to 

its options listing standards). 

10See Securities Exchange Act Release No. 80295 

(March 22, 2017), 82 FR 15564 (March 29, 2017) 

(Securities Transaction Settlement Cycle) (File No. 

S7–22–16). 

11 In addition to confirming through large clearing 

agencies such as the Depository Trust and Clearing 

Corporation, the Exchange also represents that it 

can verify the shareholder count with various 

brokerage firms that have a large retail customer 

clientele, and that it has confirmed with some of 

these brokerage firms who provide shareholder 

numbers to the Exchange that they are able to 

provide these numbers within T+2 after an IPO. 

12See Notice, supra note 3 at 47255–256; 

Exchange Letter, supra note 4 at 2–3. 

13 15 U.S.C. 78s(b)(2). 

14 17 CFR 200.30–3(a)(12). 

five consecutive business days 

preceding the date on which the 

Exchange submits a certificate to the 

Options Clearing Corporation (‘‘OCC’’) 

for listing and trading. The Proposal 

would shorten the current ‘‘look back’’ 

period of five consecutive business days 

to three consecutive business days. The 

Exchange does not propose to amend 

any other criteria in Phlx Rule 1009 and 

the accompanying Commentary to list 

an option on the Exchange. 

III. Discussion and Commission’s 

Findings 

After careful review of the proposed 

rule change, the Commission finds that 

the proposal is consistent with the 

requirements of the Act and the rules 

and regulations thereunder that are 

applicable to a national securities 

exchange.7 Specifically, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(5) of the Act,8 which requires that 

the rules of a national securities 

exchange be designed, among other 

things, 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 to 

protect investors and the public interest; 

and are not designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

As noted above, although the 

Exchange proposes to shorten the look 

back period for listing options on the 

Exchange found in Phlx Rule 1009, 

Commentary .01(4)(i) from five 

consecutive business days 9 to three 

consecutive business days, it does not 

propose to change any other listing 

provision found in Phlx Rule 1009 and 

the accompanying Commentary, 

including the requirement of Phlx Rule 

1009, Commentary .01(2) that the 

Exchange verify the number of 

shareholders of a security underlying an 

option. The Exchange states that the 

proposed look back period of three 

consecutive business days is intended to 

correspond to the securities industry’s 

recent shortening of the settlement 

period from T+3 to the current T+2.10

The Exchange represents that stock 

trades would clear within T+2 of their 

trade date (i.e., within three consecutive 

business days) and therefore the number 

of shareholders could be verified within 

three consecutive business days.11 This 

would facilitate options trading within 

four business days of an IPO (three 

consecutive business days plus the day 

the listing certificate is submitted to 

OCC). 

The Exchange also represents that its 

surveillance technologies and 

procedures concerning manipulation 

provide adequate prevention or 

detection of rule or securities law 

violations in relation to the proposed 

shortened time frame, and specifically, 

that its existing trading surveillances are 

adequate to monitor the trading in the 

underlying security and subsequent 

trading of options.12 The Commission 

notes the limited nature of the proposal 

to shorten the look back period of Phlx 

Rule 1009, Commentary .01(4)(i) from 

the current five consecutive business 

days to the proposed three consecutive 

business days. In addition, the Exchange 

represents that its surveillance program 

is comprehensive and adequate to 

monitor for manipulation of the 

underlying security and overlying 

option. The Commission also notes that 

it has not received any comments on the 

proposal, aside from the Exchange 

Letter. 

The Commission finds that the 

proposal, coupled with the recent move 

to T+2 settlement, would facilitate 

transactions in securities, while 

providing customers safeguards 

comparable to those provided under the 

current five consecutive business day 

look back period. Accordingly, the 

Commission finds that the proposed 

rule change is consistent with the 

requirements of the Act, specifically the 

requirements that the rules of an 

Exchange be designed to prevent 

fraudulent and manipulative acts and 

practices. 

IV. Conclusion 

It is therefore ordered that, pursuant 

to Section 19(b)(2) of the Act,13 that the 

proposed rule change (SR–Phlx–2017– 

75), be and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–00531 Filed 1–12–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–104, OMB Control No. 

3235–0119] 

Proposed Collection; Comment 

Request 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Extension: 

Rule 12g3–2 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘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 12g3–2 (17 CFR 240.12g3–2) 

under the Securities Exchange Act of 

1934 (the ‘‘Exchange Act’’) provides an 

exemption from Section 12(g) of the 

Exchange Act (15 U.S.C. 78l(g)) for 

foreign private issuers. Rule 12g3–2 is 

designed to provide investors in foreign 

securities with information about such 

securities and the foreign issuer. The 

information filed under Rule 12g3–2 

must be filed with the Commission and 

is publicly available. We estimate that it 

takes 8.95 hours per response to prepare 

and is filed by approximately 1,386 

respondents. Each respondent files an 

estimated 12 times submissions 

pursuant to Rule 12g3–2 per year for a 

total of 16,632 respondents. We estimate 

that 25% of 8.95 hours per response 

(2.237 hours per response) to provide 

the information required under Rule 


daltland on DSKBBV9HB2PROD with NOTICES
2242 Federal Register / Vol. 83, No. 10 / Tuesday, January 16, 2018 / Notices 

1Estimates of the number of hours are based on 

conversations with representatives of mutual funds 

that comply with the rule. The actual number of 

hours may vary significantly depending on 

individual fund assets. The hour burden for rule 

17f–1 does not include preparing the custody 

contract because that would be part of customary 

and usual business practice. 

12g3–2 for a total annual reporting 

burden of 37,206 hours (2.237 hours per 

response × 16,632 responses). 

Written comments are invited on: (a) 

Whether this proposed collection of 

information is necessary for the 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden imposed by 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. 

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. 

Please direct your written comment to 

Pamela Dyson, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Remi PavlikSimon, 100 F Street NE, Washington, 

DC 20549 or send an email to: PRA_

Mailbox@sec.gov. 

Dated: January 9, 2018. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–00502 Filed 1–12–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

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

3235–0292] 

Proposed Collection; Comment 

Request 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736. 

Extension: 

Form F–6. 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘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 approval. 

Form F–6 (17 CFR 239.36) is a form 

used by foreign companies to register 

the offer and sale of American 

Depositary Receipts (ADRs) under the 

Securities Act of 1933 (15 U.S.C. 77a et 

seq.). Form F–6 requires disclosure of 

information regarding the terms of the 

depository bank, fees charged, and a 

description of the ADRs. No special 

information regarding the foreign 

company is required to be prepared or 

disclosed, although the foreign company 

must be one which periodically 

furnishes information to the 

Commission. The information is needed 

to ensure that investors in ADRs have 

full disclosure of information 

concerning the deposit agreement and 

the foreign company. Form F–6 takes 

approximately 1.35 hour per response to 

prepare and is filed by 953 respondents 

annually. We estimate that 25% of the 

1.35 hour per response (0.338 hours) is 

prepared by the filer for a total annual 

reporting burden of 322 hours (0.338 

hours per response x 953 responses). 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden imposed by 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. 

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. 

Please direct your written comments 

to Pamela Dyson, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Remi PavlikSimon, 100 F Street NE, Washington, 

DC 20549; or send an email to: PRA_

Mailbox@sec.gov. 

Dated: January 8, 2018. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–00500 Filed 1–12–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–236, OMB Control No. 

3235–0222] 

Proposed Collection; Comment 

Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Extension: 

Rule 17f–1 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission (the 

‘‘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 and approval. 

Rule 17f–1 (17 CFR 270.17f–1) under 

the Investment Company Act of 1940 

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

‘‘Custody of Securities with Members of 

National Securities Exchanges.’’ Rule 

17f–1 provides that any registered 

management investment company 

(‘‘fund’’) that wishes to place its assets 

in the custody of a national securities 

exchange member may do so only under 

a written contract that must be ratified 

initially and approved annually by a 

majority of the fund’s board of directors. 

The written contract also must contain 

certain specified provisions. In addition, 

the rule requires an independent public 

accountant to examine the fund’s assets 

in the custody of the exchange member 

at least three times during the fund’s 

fiscal year. The rule requires the written 

contract and the certificate of each 

examination to be transmitted to the 

Commission. The purpose of the rule is 

to ensure the safekeeping of fund assets. 

Commission staff estimates that each 

fund makes 1 response and spends an 

average of 3.5 hours annually in 

complying with the rule’s requirements. 

Commission staff estimates that on an 

annual basis it takes: (i) 0.5 hours for the 

board of directors 1 to review and ratify 

the custodial contracts; and (ii) 3 hours 

for the fund’s controller to assist the 

fund’s independent public auditors in 

verifying the fund’s assets. 


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