Federal Register / Vol. 82, No. 171 / Wednesday, September 6, 2017 / Notices 42205 

22See Securities Exchange Act Release Nos. 

81448 (August 21, 2017), 82 FR 40610 (August 25, 

2017) (SR–FINRA–2017–026) and 81446 (August 

21, 2017), 82 FR 40604 (August 25, 2017) (SR– 

NASDAQ–2017–084). 

23For 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). 24 17 CFR 200.30–3(a)(12). 

1The written records are required to set forth a 

description of the security purchased or sold, the 

identity of the person on the other side of the 

transaction, and the information or materials upon 

which the board of directors’ determination that the 

transaction was in compliance with the procedures 

was made. 

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. 

proper settlement date in connection 

with the transition to the T+2 settlement 

cycle on September 5, 2017 would help 

to avoid the confusion that could arise 

if ‘‘regular’’ distributions were to be exdividend on that date and is consistent 

with the rules of other self-regulatory 

organizations.22 Accordingly, the 

Commission hereby waives the 30-day 

operative delay requirement and 

designates the proposed rule change as 

operative upon filing.23

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 shall institute proceedings 

to determine whether the proposed rule 

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– 

Phlx–2017–71 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–Phlx–2017–71. 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 Web site (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 Web site 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–Phlx– 

2017–71, and should be submitted on or 

before September 27, 2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.24

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–18795 Filed 9–5–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

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 17a–7, SEC File No. 270–238, OMB 

Control No. 3235–0214. 

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 3,243 

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 97 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 


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42206 Federal Register / Vol. 82, No. 171 / Wednesday, September 6, 2017 / Notices 

4This estimate is based on the following 

calculations: (4 hours × 97 new funds = 388 hours). 

5This estimate is based on the following 

calculation: (811 + 24 = 835). 

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. 

8This estimate is based on the following 

calculation: (3 hours × 835 companies = 2,505 

hours). 

9This estimate is based on the following 

calculation: (388 hours + 2,505 hours = 2,893 total 

hours). 

10This estimate is based on the following 

calculations: 835 funds that engage in rule 17a–7 

transactions × 8 transactions per year = 6,680. 

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

2 17 CFR 240.19b–4. 

total annual burden related to 

developing and adopting these policies 

and procedures would be approximately 

388 hours.4

Of the 3,243 existing funds, the staff 

assumes that approximately 25%, (or 

811) 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 

(25%, or 24 funds) of the estimated 97 

funds that newly register each year will 

also enter into these transactions, for a 

total of 835 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 2,505 total 

hours each year.8

Based on these estimates, the staff 

estimates the combined total annual 

burden hours associated with rule 17a– 

7 is 2,893 hours.9 The staff also 

estimates that there are approximately 

835 respondents and 6,680 total 

responses.10

The estimates of burden hours 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 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 

required to respond to, a collection of 

information unless it displays a 

currently valid control number. 

Written comments are invited on: (a) 

Whether the collections of information 

are 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 collections of 

information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burdens of the collections 

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 Pamela Dyson, Director/Chief 

Information Officer, Securities and 

Exchange Commission, C/O Remi 

Pavlik-Simon, 100 F Street NE., 

Washington, DC 20549; or send an email 

to: PRA_Mailbox@sec.gov. 

Dated: August 31, 2017. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–18857 Filed 9–5–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81496; File No. SR– 

BatsEDGA–2017–22] 

Self-Regulatory Organizations; Bats 

EDGA Exchange, Inc.; Notice of Filing 

of a Proposed Rule Change, as 

Modified by Amendment No. 1, To 

Harmonize the Corporate Governance 

Framework With That of Chicago 

Board Options Exchange, Incorporated 

and C2 Options Exchange 

Incorporated 

August 30, 2017. 

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 August 

23, 2017, Bats EDGA Exchange, Inc. 

(‘‘Exchange’’ or ‘‘EDGA’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. On August 25, 2017, 

the Exchange filed Amendment No. 1 to 

the proposed rule change. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change, as modified by Amendment No. 

1, from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange filed a proposal to 

amend and restate its certificate of 

incorporation and bylaws, as well as 

amend its Rules. 

The text of the proposed rule change 

is available at the Exchange’s Web site 

at www.bats.com, at the principal office 

of the Exchange, 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 parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

EDGA submits this rule filing to the 

Securities and Exchange Commission 

(the ‘‘Commission’’) in connection with 

a corporate transaction (the 

‘‘Transaction’’) involving, among other 

things, the recent acquisition of EDGA 

along with Bats BYX Exchange, Inc. 

(‘‘Bats BYX’’), Bats BZX Exchange, Inc. 

(‘‘Bats BZX’’) and Bats EDGX Exchange, 

Inc. (‘‘Bats EDGX’’ and, together with 

Bats BYX, Bats BZX, and Bats EDGA, 

the ‘‘Bats Exchanges’’) by CBOE 

Holdings, Inc. (‘‘CBOE Holdings’’). 

CBOE Holdings is also the parent of 

Chicago Board Options Exchange, 

Incorporated (‘‘CBOE’’) and C2 Options 

Exchange, Incorporated (‘‘C2’’). This 

filing proposes to amend and restate the 

bylaws (and amend the rules, 

accordingly) and the certificate of 

incorporation of the Exchange based on 


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