Federal Register / Vol. 86, No. 166 / Tuesday, August 31, 2021 / Notices 48779 

6 15 U.S.C. 78s(b)(2)(C). 

7 15 U.S.C. 78q–1(b)(3)(F). 

8 17 CFR 240.17Ad–22(e)(2)(i) and (v). 

9 15 U.S.C. 78q–1(b)(3)(F). 10 17 CFR 240.17Ad–22(e)(2)(i) and (v). 

11 Id. 

12 15 U.S.C. 78q–1(b)(3)(F). 

13 17 CFR 240.17Ad–22(e)(2)(i) and (v). 

14 15 U.S.C. 78s(b)(2). 

15 In approving the proposed rule change, the 

Commission considered the proposal’s impact on 

efficiency, competition, and capital formation. 15 

U.S.C. 78c(f). 

16 17 CFR 200.30–3(a)(12). 

indicate that the CRS would be 

authorized to make recommendations to 

the PRC regarding approval of the bank 

prior to accepting such services. 

III. Discussion and Commission 

Findings 

Section 19(b)(2)(C) of the Act directs 

the Commission to approve a proposed 

rule change of a self-regulatory 

organization if it finds that such 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to such organization.6 For the 

reasons given below, the Commission 

finds that the proposed rule change is 

consistent with Section 17A(b)(3)(F) of 

the Act 7 and Rules 17Ad–22(e)(2)(i) and 

(v).8

A. Consistency With Section 

17A(b)(3)(F) of the Act 

Section 17A(b)(3)(F) of the Act 

requires, among other things, that the 

rules of ICC be designed to promote the 

prompt and accurate clearance and 

settlement of securities transactions 

and, to the extent applicable, derivative 

agreements, contracts, and transactions, 

as well as to assure the safeguarding of 

securities and funds which are in the 

custody or control of ICC or for which 

it is responsible.9 As discussed above, 

the proposed rule change would change 

the roles of the CRS and PRC internal 

committees in approving financial 

services providers and making 

recommendations with respect to 

matters of creditworthiness of CPs and 

the creditworthiness and performance of 

FSPs, with FSP approval being reserved 

for the PRC. The proposed changes also 

add the Risk Oversight Officer to both 

committees and remove representatives 

from Risk Management from voting 

participation in the CRS. The 

Commission believes that changing the 

roles of the internal committees in this 

way would enhance ICC’s ability to 

efficiently manage the risks associated 

with assessment and approval of CP and 

FSP counterparties by centering 

decision making and support amongst 

distinct committees. Further, the 

Commission believes that by changing 

voting representation in the CRS, the 

proposed changes would support its 

changed support role by clearly 

specifying how participation on the CRS 

works. The Commission believes that 

these changes would thus enhance ICC’s 

ability to maintain the appropriate 

financial resources necessary for the 

prompt and accurate clearance and 

settlement of securities transactions and 

the safeguarding of securities and funds 

which are in the custody or control of 

ICC or for which it is responsible. 

The Commission also believes that 

clarifying current practices related to 

the reporting line for the ERM, the 

frequency that the PRC meets, and the 

frequency with which the review and 

approval process of the policies and 

procedures that comprise ICC’s overall 

risk management framework occurs, 

strengthens the Documents by ensuring 

that users are aware of reporting lines 

and when policies and procedures 

should be reviewed and approved. The 

Commission believes that this in turn 

enhances ICC’s ability to promptly and 

accurately settle transactions and 

safeguard funds and securities by 

ensuring regular Document review 

intervals. Similarly, the grammatical 

changes noted above enhance the 

overall clarity of the Documents. 

For the reasons stated above, the 

Commission therefore believes that the 

proposed rule change is consistent with 

Section 17A(b)(3)(F) of the Act. 

B. Consistency With Rule 17Ad– 

22(e)(2)(i) and (v) 

Rules 17Ad–22(e)(2)(i) and (v) 

requires each covered clearing agency to 

establish, implement, maintain, and 

enforce written policies and procedures 

reasonably designed to, as applicable, 

provide for governance arrangements 

that are clear and transparent and 

specify clear and direct lines of 

responsibility.10

As described above, the proposed rule 

changes would revise the specific role of 

the PRC and CRS regarding counterparty 

review and approval by making the PRC 

solely responsible for approval and 

oversight of FSPs and placing the CRS 

in a supporting position to make 

recommendations to the PRC after 

assessing and monitoring 

counterparties. The proposed changes 

also change the membership 

composition of the CRS to include the 

Risk Oversight Officer and remove the 

ICC Risk Management representative as 

a voting member while continuing to 

present materials to allow the CRS to 

perform its responsibilities and duties. 

The Commission believes that by 

differentiating the responsibilities of the 

various committees, subcommittees, and 

their participants as noted above, these 

proposed changes provide for clear and 

transparent governance arrangements 

and specify clear and direct lines of 

responsibility to those serving on those 

committees and utilizing the 

Documents. 

The proposed changes would also 

revise a governance chart in the 

Documents to clarify that the ERM 

reports to the Board of ICC, which the 

Commission believes provides 

transparent governance and specify 

clear and direct lines of responsibility 

between the ERM and the Board. 

Lastly, by clarifying the review and 

approval process of the policies and 

procedures that comprise ICC’s overall 

risk management framework, which 

consists of review by the Risk 

Committee and review and approval by 

the Board at least annually, the 

proposed rule change helps ensure that 

the risk management policies and 

procedures are subject to clear 

governance and specific direct lines of 

responsibility. 

For the reasons stated above, the 

Commission believes the proposed rule 

changes are consistent with Rules 

17Ad–22(e)(2)(i) and (v).11

IV. Conclusion 

On the basis of the foregoing, the 

Commission finds that the proposed 

rule change is consistent with the 

requirements of the Act, and in 

particular, with the requirements of 

Section 17A(b)(3)(F) of the Act 12 and 

Rules 17Ad–22(e)(2)(i) and (v).13

It is therefore ordered pursuant to 

Section 19(b)(2) of the Act 14 that the 

proposed rule change (SR–ICC–2021– 

015), be, and hereby is, approved.15

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2021–18675 Filed 8–30–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–216; OMB Control No. 

3235–0243] 

Proposed Collection; Comment 

Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 


khammond on DSKJM1Z7X2PROD with NOTICES
48780 Federal Register / Vol. 86, No. 166 / Tuesday, August 31, 2021 / Notices 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 92344 

(July 7, 2021), 86 FR 36841. 

4 15 U.S.C. 78s(b)(2). 

5 Id. 

100 F Street NE, Washington, DC 

20549–2736. 

Extension: Rule 206(3)–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 (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 206(3)–2, (17 CFR 275.206(3)–2) 

which is entitled ‘‘Agency Cross 

Transactions for Advisory Clients,’’ 

permits investment advisers to comply 

with section 206(3) of the Investment 

Advisers Act of 1940 (the ‘‘Act’’) (15 

U.S.C. 80b–6(3)) by obtaining a client’s 

blanket consent to enter into agency 

cross transactions (i.e., a transaction in 

which an adviser acts as a broker to both 

the advisory client and the opposite 

party to the transaction), provided that 

certain disclosures are made to the 

client. Rule 206(3)–2 applies to all 

registered investment advisers. In 

relying on the rule, investment advisers 

must provide certain disclosures to their 

clients. Advisory clients can use the 

disclosures to monitor agency cross 

transactions that affect their advisory 

account. The Commission also uses the 

information required by Rule 206(3)–2 

in connection with its investment 

adviser inspection program to ensure 

that advisers are in compliance with the 

rule. Without the information collected 

under the rule, advisory clients would 

not have information necessary for 

monitoring their adviser’s handling of 

their accounts and the Commission 

would be less efficient and effective in 

its inspection program. 

The information requirements of the 

rule consist of the following: (1) Prior to 

obtaining the client’s consent 

appropriate disclosure must be made to 

the client as to the practice of, and the 

conflicts of interest involved in, agency 

cross transactions; (2) at or before the 

completion of any such transaction the 

client must be furnished with a written 

confirmation containing specified 

information and offering to furnish 

upon request certain additional 

information; and (3) at least annually, 

the client must be furnished with a 

written statement or summary as to the 

total number of transactions during the 

period covered by the consent and the 

total amount of commissions received 

by the adviser or its affiliated brokerdealer attributable to such transactions. 

The Commission estimates that 

approximately 378 respondents use the 

rule annually, necessitating about 50 

responses per respondent each year, for 

a total of 18,900 responses. Each 

response requires an estimated 0.5 

hours, for a total of 9,450 hours. The 

estimated average burden hours are 

made solely for the purposes of the 

Paperwork Reduction Act and are not 

derived from a comprehensive or 

representative survey or study of the 

cost of Commission rules and forms. 

This collection of information is 

found at (17 CFR 275.206(3)–2) and is 

necessary in order for the investment 

adviser to obtain the benefits of Rule 

206(3)-2. The collection of information 

requirements under the rule is 

mandatory. Information subject to the 

disclosure requirements of Rule 206(3)– 

2 does not require submission to the 

Commission; and, accordingly, the 

disclosure pursuant to the rule is not 

kept confidential. Commissionregistered investment advisers are 

required to maintain and preserve 

certain information required under Rule 

206(3)–2 for five (5) years. The longterm retention of these records is 

necessary for the Commission’s 

inspection program to ascertain 

compliance with the Advisers Act. 

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. 

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 shall have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden of the proposed collection 

of information; (c) ways to enhance the 

quality, utility, and clarity of the 

information to be 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 sixty 60 days of this 

publication. 

Please direct your written comments 

to David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, C/O Cynthia 

Roscoe, 100 F Street NE, Washington, 

DC 20549; or send an email to: PRA_

Mailbox@sec.gov. 

Dated: August 25, 2021. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2021–18696 Filed 8–30–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92751; File No. SR– 

NASDAQ–2021–054] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Designation of a Longer Period for 

Commission Action on Proposed Rule 

Change To Modify Listing Rule IM– 

5101–2 To Permit an Acquisition 

Company To Contribute a Portion of Its 

Deposit Account to Another Entity in a 

Spin-off or Similar Corporate 

Transaction 

August 25, 2021. 

On June 24, 2021, The Nasdaq Stock 

Market LLC (‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

modify Listing Rule IM–5101–2 to 

permit an acquisition company to 

contribute a portion of the amount held 

in its deposit account to a deposit 

account of a new acquisition company 

in a spin-off or similar corporate 

transaction. The proposed rule change 

was published for comment in the 

Federal Register on July 13, 2021.3

Section 19(b)(2) of the Act 4 provides 

that within 45 days of the publication of 

notice of the filing of a proposed rule 

change, or within such longer period up 

to 90 days as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding, or as to which the 

self-regulatory organization consents, 

the Commission shall either approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether the 

proposed rule change should be 

disapproved. The 45th day after 

publication of the notice for this 

proposed rule change is August 27, 

2021. 

The Commission is extending the 45- 

day time period for Commission action 

on the proposed rule change. The 

Commission finds it appropriate to 

designate a longer period within which 

to take action on the proposed rule 

change so that it has sufficient time to 

consider the proposed rule change. 

Accordingly, pursuant to Section 

19(b)(2) of the Act,5 the Commission 

designates October 11, 2021 as the date 


khammond on DSKJM1Z7X2PROD with NOTICES