[Federal Register Volume 87, Number 61 (Wednesday, March 30, 2022)]
[Notices]
[Pages 18404-18405]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-06706]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-239, OMB Control No. 3235-0224]


Submission for OMB Review; Comment Request; Extension: Rule 17j-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. 350l-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.
    Conflicts of interest between investment company personnel (such as 
portfolio managers) and their funds can arise when these persons buy 
and sell securities for their own accounts (``personal investment 
activities''). These conflicts arise because fund personnel have the 
opportunity to profit from information about fund transactions, often 
to the detriment of fund investors. Beginning in the early 1960s, 
Congress and the Securities and Exchange Commission (``Commission'') 
sought to devise a regulatory scheme to effectively address these 
potential conflicts. These efforts culminated in the addition of 
section 17(j) to the Investment Company Act of 1940 (the ``Investment 
Company Act'') (15 U.S.C. 80a-17(j)) in 1970 and the adoption by the 
Commission of rule 17j-1 (17 CFR 270.17j-1) in 1980.\1\ The Commission 
proposed amendments to rule 17j-1 in 1995 in response to 
recommendations made in the first detailed study of fund policies 
concerning personal investment activities by the Commission's Division 
of Investment Management since rule 17j-1 was adopted. Amendments to 
rule 17j-1, which were adopted in 1999, enhanced fund oversight of 
personal investment activities and the board's role in carrying out 
that oversight.\2\ Additional amendments to rule 17j-1 were made in 
2004, conforming rule 17j-1 to rule 204A-1 under the Investment 
Advisers Act of 1940 (15 U.S.C. 80b), avoiding duplicative reporting, 
and modifying certain definitions and time restrictions.\3\
---------------------------------------------------------------------------

    \1\ Prevention of Certain Unlawful Activities with Respect to 
Registered Investment Companies, Investment Company Act Release No. 
11421 (Oct. 31, 1980) (45 FR 73915 (Nov. 7, 1980)).
    \2\ Personal Investment Activities of Investment Company 
Personnel, Investment Company Act Release No. 23958 (Aug. 20, 1999) 
(64 FR 46821 (Aug. 27, 1999)).
    \3\ Investment Adviser Codes of Ethics, Investment Advisers Act 
Release No. 2256 (Jul. 2, 2004) (69 FR 41696 (Jul. 9, 2004)).
---------------------------------------------------------------------------

    Section 17(j) makes it unlawful for persons affiliated with a 
registered investment company (``fund'') or with the fund's investment 
adviser or principal underwriter (each a ``17j-1 organization''), in 
connection with the purchase or sale of securities held or to be 
acquired by the investment company, to engage in any fraudulent, 
deceptive, or manipulative act or practice in contravention of the 
Commission's rules and regulations. Section 17(j) also authorizes the 
Commission to promulgate rules requiring 17j-1 organizations to adopt 
codes of ethics.
    In order to implement section 17(j), rule 17j-1 imposes certain 
requirements on 17j-1 organizations and ``Access Persons'' \4\ of those 
organizations. The rule prohibits fraudulent, deceptive or manipulative 
acts by persons affiliated with a 17j-1 organization in connection with 
their personal securities transactions in securities held or to be 
acquired by the fund. The rule requires each 17j-1 organization, unless 
it is a money market fund or a fund that does not invest in Covered 
Securities,\5\ to: (i) Adopt a written codes of ethics, (ii) submit the 
code and any material changes to the code, along with a certification 
that it has adopted procedures reasonably necessary to prevent Access 
Persons from violating the code of ethics, to the fund board for 
approval, (iii) use reasonable diligence and institute procedures 
reasonably necessary to prevent violations of the code, (iv) submit a 
written report to the fund describing any issues arising under the code 
and procedures and certifying that the 17j-1 entity has adopted 
procedures reasonably necessary to prevent Access Persons form 
violating the code, (v) identify Access Persons and notify them of 
their reporting obligations, and (vi) maintain and make available to 
the Commission for review certain records related to the code of ethics 
and transaction reporting by Access Persons.
---------------------------------------------------------------------------

    \4\ Rule 17j-1(a)(1) defines an ``access person'' as ``Any 
Advisory Person of a Fund or of a Fund's investment adviser. If an 
investment adviser's primary business is advising Funds or other 
advisory clients, all of the investment adviser's directors, 
officers, and general partners are presumed to be Access Persons of 
any Fund advised by the investment adviser. All of a Fund's 
directors, officers, and general partners are presumed to be Access 
Persons of the Fund.'' The definition of Access Person also includes 
``Any director, officer or general partner of a principal 
underwriter who, in the ordinary course of business, makes, 
participates in or obtains information regarding, the purchase or 
sale of Covered Securities by the Fund for which the principal 
underwriter acts, or whose functions or duties in the ordinary 
course of business relate to the making of any recommendation to the 
Fund regarding the purchase or sale of Covered Securities.'' Rule 
17j-1(a)(1).
    \5\ A ``Covered Security'' is any security that falls within the 
definition in section 2(a)(36) of the Act, except for direct 
obligations of the U.S. Government, bankers' acceptances, bank 
certificates of deposit, commercial paper and high quality short-
term debt instruments, including repurchase agreements, and shares 
issued by open-end funds. Rule 17j-1(a)(4).
---------------------------------------------------------------------------

    The rule requires each Access Person of a fund (other than a money 
market fund or a fund that does not invest in Covered Securities) and 
of an investment adviser or principal underwriter of the fund, who is 
not subject to an exception,\6\ to file: (i)

[[Page 18405]]

Within 10 days of becoming an Access Person, a dated initial holdings 
report that sets forth certain information with respect to the Access 
Person's securities and accounts; (ii) dated quarterly transaction 
reports within 30 days of the end of each calendar quarter providing 
certain information with respect to any securities transactions during 
the quarter and any account established by the Access Person in which 
any securities were held during the quarter; and (iii) dated annual 
holding reports providing information with respect to each Covered 
Security the Access Person beneficially owns and accounts in which 
securities are held for his or her benefit. In addition, rule 17j-1 
requires investment personnel of a fund or its investment adviser, 
before acquiring beneficial ownership in securities through an initial 
public offering (IPO) or in a private placement, to obtain approval 
from the fund or the fund's investment adviser.
---------------------------------------------------------------------------

    \6\ Rule 17j-1(d)(2) contains the following exceptions: (i) An 
Access Person need not file a report for transactions effected for, 
and securities held in, any account over which the Access Person 
does not have control; (ii) an independent director of the fund, who 
would otherwise be required to report solely by reason of being a 
fund director and who does not have information with respect to the 
fund's transactions in a particular security, does not have to file 
an initial holdings report or a quarterly transaction report; (iii) 
an Access Person of a principal underwriter of the fund does not 
have to file reports if the principal underwriter is not affiliated 
with the fund (unless the fund is a unit investment trust) or any 
investment adviser of the fund and the principal underwriter of the 
fund does not have any officer, director, or general partner who 
serves in one of those capacities for the fund or any investment 
adviser of the fund; (iv) an Access Person to an investment adviser 
need not make quarterly reports if the report would duplicate 
information provided under the reporting provisions of the 
Investment Adviser's Act of 1940; (v) an Access Person need not make 
quarterly transaction reports if the information provided in the 
report would duplicate information received by the 17j-1 
organization in the form of broker trade confirmations or account 
statements or information otherwise in the records of the 17j-1 
organization; and (vi) an Access Person need not make quarterly 
transaction reports with respect to transactions effected pursuant 
to an Automatic Investment Plan.
---------------------------------------------------------------------------

    The requirements that the management of a rule 17j-1 organization 
provide the fund's board with new and amended codes of ethics and an 
annual issues and certification report are intended to enhance board 
oversight of personal investment policies applicable to the fund and 
the personal investment activities of Access Persons. The requirements 
that Access Persons provide initial holdings reports, quarterly 
transaction reports, and annual holdings reports and request approval 
for purchases of securities through IPOs and private placements are 
intended to help fund compliance personnel and the Commission's 
examinations staff monitor potential conflicts of interest and detect 
potentially abusive activities. The requirement that each rule 17j-1 
organization maintain certain records is intended to assist the 
organization and the Commission's examinations staff in determining if 
there have been violations of rule 17j-1.
    We estimate that annually there are approximately 85,297 
respondents under rule 17j-1, of which 15,297 are rule 17j-1 
organizations and 70,000 are Access Persons. In the aggregate, these 
respondents make approximately 107,363 responses annually. We estimate 
that the total annual burden of complying with the information 
collection requirements in rule 17j-1 is approximately 376,628 hours. 
This hour burden represents time spent by Access Persons that must file 
initial and annual holdings reports and quarterly transaction reports, 
investment personnel that must obtain approval before acquiring 
beneficial ownership in any securities through an IPO or private 
placement, and the responsibilities of Rule 17j-1 organizations arising 
from information collection requirements under rule 17j-1. These 
include notifying Access Persons of their reporting obligations, 
preparing an annual rule 17j-1 report and certification for the board, 
documenting their approval or rejection of IPO and private placement 
requests, maintaining annual rule 17j-1 records, maintaining electronic 
reporting and recordkeeping systems, amending their codes of ethics as 
necessary, and, for new fund complexes, adopting a code of ethics.
    We estimate that there is an annual cost burden of approximately 
$5,000 per fund complex, for a total of $4,020,000 associated with 
complying with the information collection requirements in rule 17j-1. 
This represents the costs of purchasing and maintaining computers and 
software to assist funds in carrying out rule 17j-1 recordkeeping.
    These burden hour and cost estimates are based upon the Commission 
staff's experience and discussions with the fund industry. The 
estimates of average burden hours and costs are made solely for the 
purposes of the Paperwork Reduction Act. These estimates are not 
derived from a comprehensive or even a representative survey or study 
of the costs of Commission rules.
    Compliance with the collection of information requirements of the 
rule is mandatory and is necessary to comply with the requirements of 
the rule in general. 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. Rule 17j-1 requires that 
records be maintained for at least five years in an easily accessible 
place.\7\
---------------------------------------------------------------------------

    \7\ If information collected pursuant to the rule is reviewed by 
the Commission's examination staff, it will be accorded the same 
level of confidentiality accorded to other responses provided to the 
Commission in the context of its examination and oversight program. 
See section 31(c) of the Investment Company Act (15 U.S.C. 80a-
30(c)).
---------------------------------------------------------------------------

    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 
estimates of the burden of the proposed 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 by May 31, 2022.
    Please direct your written comments to David Bottom, Director/Chief 
Information Officer, Securities and Exchange Commission, C/O John 
Pezzullo, 100 F Street NE, Washington, DC 20549; or send an email to: 
PR[email protected].

    Dated: March 25, 2022.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-06706 Filed 3-29-22; 8:45 am]
BILLING CODE 8011-01-P


