Submission for OMB Review; Comment Request, 34029-34030 [2019-15034]

Download as PDF Federal Register / Vol. 84, No. 136 / Tuesday, July 16, 2019 / Notices Dated: July 9, 2019. Eduardo A. Aleman, Deputy Secretary. [FR Doc. 2019–15032 Filed 7–15–19; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Submission for OMB Review; Comment Request Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549–2736 jspears on DSK30JT082PROD with NOTICES Extension: Rule 17Ad–17, SEC File No. 270–412, OMB Control No. 3235–0469 Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (‘‘PRA’’) (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) has submitted to the Office of Management and Budget (‘‘OMB’’) a request for approval of extension of the previously approved collection of information provided for in Rule 17Ad–17 under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.). Rule 17Ad–17 requires certain transfer agents and broker-dealers to make two searches for the correct address of lost securityholders using an information database without charge to the lost securityholders. In addition, paying agents are required to attempt to notify lost payees at least once. In addition, the entities also are required to maintain records relating to the searches and notifications. The Commission staff estimates that the rule applies to approximately 507 broker dealers and transfer agents, and 2,705 paying agent entities, including carrying firms, transfer agents, indenture trustees, custodians, and approximately 10% of issuers. The Commission staff estimates that the total annual burden for searches is approximately 183,813 hours and the total annual burden for paying agent notifications is approximately 33,850 hours. In addition, approximately 5,765 burden hours are associated with recordkeeping, representing an annual burden of 4,411 hours for the brokerdealers and transfer agents, and 1,354 for paying agents. The Commission staff estimates that the aggregate annual burden is therefore approximately 223,428 hours (183,813 + 33,850 + 5,765). In addition, the Commission staff estimates that covered entities will incur costs of approximately $6,617,298 VerDate Sep<11>2014 17:33 Jul 15, 2019 Jkt 247001 annually, primarily as payment to third party data base providers that will search for the missing securityholders. The retention period for the recordkeeping requirement under Rule 17Ad–17 is not less than three years following the date the notice is submitted. The recordkeeping requirement under this rule is mandatory to assist the Commission in monitoring compliance with the rule. This rule does not involve the collection of confidential information. 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. Comments should be directed to: (i) Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503, or by sending an email to: Lindsay.M.Abate@omb.eop.gov; and (ii) Charles Riddle, Acting Director/Chief Information Officer, Securities and Exchange Commission, c/o Candace Kenner, 100 F Street NE, Washington, DC 20549, or by sending an email to: PRA_Mailbox@sec.gov. Comments must be submitted to OMB within 30 days of this notice. Dated: July 11, 2019. Eduardo A. Aleman, Deputy Secretary. [FR Doc. 2019–15044 Filed 7–15–19; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Submission for OMB Review; 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 7d–2, SEC File No. 270–464, OMB Control No. 3235–0527 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 PO 00000 Frm 00126 Fmt 4703 Sfmt 4703 34029 Management and Budget for extension and approval. In Canada, as in the United States, individuals can invest a portion of their earnings in tax-deferred retirement savings accounts (‘‘Canadian retirement accounts’’). These accounts, which operate in a manner similar to individual retirement accounts in the United States, encourage retirement savings by permitting savings on a taxdeferred basis. Individuals who establish Canadian retirement accounts while living and working in Canada and who later move to the United States (‘‘Canadian-U.S. Participants’’ or ‘‘participants’’) often continue to hold their retirement assets in their Canadian retirement accounts rather than prematurely withdrawing (or ‘‘cashing out’’) those assets, which would result in immediate taxation in Canada. Once in the United States, however, these participants historically have been unable to manage their Canadian retirement account investments. Most investment companies (‘‘funds’’) that are ‘‘qualified companies’’ for Canadian retirement accounts are not registered under the U.S. securities laws. Securities of those unregistered funds, therefore, generally cannot be publicly offered and sold in the United States without violating the registration requirement of the Investment Company Act of 1940 (‘‘Investment Company Act’’).1 As a result of this registration requirement, Canadian-U.S. Participants previously were not able to purchase or exchange securities for their Canadian retirement accounts as needed to meet their changing investment goals or income needs. The Commission issued a rulemaking in 2000 that enabled Canadian-U.S. Participants to manage the assets in their Canadian retirement accounts by providing relief from the U.S. registration requirements for offers of securities of foreign issuers to CanadianU.S. Participants and sales to Canadian retirement accounts.2 Rule 7d–2 under the Investment Company Act 3 permits foreign funds to offer securities to Canadian-U.S. Participants and sell 1 15 U.S.C. 80a. In addition, the offering and selling of securities that are not registered pursuant to the Securities Act of 1933 (‘‘Securities Act’’) is generally prohibited by U.S. securities laws. 15 U.S.C. 77. 2 See Offer and Sale of Securities to Canadian Tax-Deferred Retirement Savings Accounts, Release Nos. 33–7860, 34–42905, IC–24491 (June 7, 2000) [65 FR 37672 (June 15, 2000)]. This rulemaking also included new rule 237 under the Securities Act, permitting securities of foreign issuers to be offered to Canadian-U.S. Participants and sold to Canadian retirement accounts without being registered under the Securities Act. 17 CFR 230.237. 3 17 CFR 270.7d–2. E:\FR\FM\16JYN1.SGM 16JYN1 jspears on DSK30JT082PROD with NOTICES 34030 Federal Register / Vol. 84, No. 136 / Tuesday, July 16, 2019 / Notices securities to Canadian retirement accounts without registering as investment companies under the Investment Company Act. Rule 7d–2 contains a ‘‘collection of information’’ requirement within the meaning of the Paperwork Reduction Act of 1995.4 Rule 7d–2 requires written offering materials for securities offered or sold in reliance on that rule to disclose prominently that those securities and the fund issuing those securities are not registered with the Commission, and that those securities and the fund issuing those securities are exempt from registration under U.S. securities laws. Rule 7d–2 does not require any documents to be filed with the Commission. Rule 7d–2 requires written offering documents for securities offered or sold in reliance on the rule to disclose prominently that the securities are not registered with the Commission and may not be offered or sold in the United States unless registered or exempt from registration under the U.S. securities laws, and also to disclose prominently that the fund that issued the securities is not registered with the Commission. The burden under the rule associated with adding this disclosure to written offering documents is minimal and is non-recurring. The foreign issuer, underwriter, or broker-dealer can redraft an existing prospectus or other written offering material to add this disclosure statement, or may draft a sticker or supplement containing this disclosure to be added to existing offering materials. In either case, based on discussions with representatives of the Canadian fund industry, the staff estimates that it would take an average of 10 minutes per document to draft the requisite disclosure statement. The staff estimates that there are 4,086 publicly offered Canadian funds that potentially would rely on the rule to offer securities to participants and sell securities to their Canadian retirement accounts without registering under the Investment Company Act.5 The staff estimates that all of these funds have previously relied upon the rule and have already made the one-time change to their offering documents required to rely on the rule. The staff estimates that 204 (5 percent) additional Canadian funds would newly rely on the rule each year to offer securities to Canadian-U.S. Participants and sell securities to their Canadian retirement accounts, thus incurring the paperwork burden required under the rule. The staff 4 44 U.S.C. 3501–3502. Company Institute, 2019 Investment Company Fact Book (2019) at 258, tbl. 66. 5 Investment VerDate Sep<11>2014 17:33 Jul 15, 2019 Jkt 247001 estimates that each of those funds, on average, distributes 3 different written offering documents concerning those securities, for a total of 612 offering documents. The staff therefore estimates that 204 respondents would make 612 responses by adding the new disclosure statement to 612 written offering documents. The staff therefore estimates that the annual burden associated with the rule 7d–2 disclosure requirement would be 102 hours (612 offering documents x 10 minutes per document). The total annual cost of these burden hours is estimated to be $42,330 (102 hours × $415 per hour of attorney time).6 These burden hour estimates are based upon the Commission staff’s experience and discussions with the fund industry. The estimates of average burden hours 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. Written comments are invited 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 collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burdens 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 Charles Riddle, Acting Director/Chief Information Officer, Securities and Exchange Commission, C/O Candace 6 The Commission’s estimate concerning the wage rate for attorney time is based on salary information for the securities industry compiled by the Securities Industry and Financial Markets Association (‘‘SIFMA’’). The $380 per hour figure for an attorney is from SIFMA’s Management & Professional Earnings in the Securities Industry 2013, modified by Commission staff to account for an 1800-hour work-year and inflation, and multiplied by 5.35 to account for bonuses, firm size, employee benefits and overhead. PO 00000 Frm 00127 Fmt 4703 Sfmt 4703 Kenner, 100 F Street NE, Washington, DC 20549; or send an email to: PRA_ Mailbox@sec.gov. Dated: July 9, 2019. Eduardo A. Aleman, Deputy Secretary. [FR Doc. 2019–15034 Filed 7–15–19; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–86344; File No. SR– EMERALD–2019–24] Self-Regulatory Organizations; MIAX Emerald, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Adopt System Connectivity Fees July 10, 2019. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on June 26, 2019, MIAX Emerald, LLC (‘‘MIAX Emerald’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) a 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 The Exchange is filing a proposal to amend the MIAX Emerald Fee Schedule (the ‘‘Fee Schedule’’) to adopt the Exchange’s system connectivity fees. The Exchange previously filed the proposal on April 30, 2019 (SR– EMERALD–2019–20). That filing has been withdrawn and replaced with the current filing (SR–EMERALD–2019–24). The text of the proposed rule change is available on the Exchange’s website at https://www.miaxoptions.com/rulefilings/emerald, at MIAX’s principal office, 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 1 15 2 17 E:\FR\FM\16JYN1.SGM U.S.C. 78s(b)(1). CFR 240.19b–4. 16JYN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 84, Number 136 (Tuesday, July 16, 2019)]
[Notices]
[Pages 34029-34030]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-15034]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION


Submission for OMB Review; 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 7d-2, SEC File No. 270-464, OMB Control No. 3235-0527

    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.
    In Canada, as in the United States, individuals can invest a 
portion of their earnings in tax-deferred retirement savings accounts 
(``Canadian retirement accounts''). These accounts, which operate in a 
manner similar to individual retirement accounts in the United States, 
encourage retirement savings by permitting savings on a tax-deferred 
basis. Individuals who establish Canadian retirement accounts while 
living and working in Canada and who later move to the United States 
(``Canadian-U.S. Participants'' or ``participants'') often continue to 
hold their retirement assets in their Canadian retirement accounts 
rather than prematurely withdrawing (or ``cashing out'') those assets, 
which would result in immediate taxation in Canada.
    Once in the United States, however, these participants historically 
have been unable to manage their Canadian retirement account 
investments. Most investment companies (``funds'') that are ``qualified 
companies'' for Canadian retirement accounts are not registered under 
the U.S. securities laws. Securities of those unregistered funds, 
therefore, generally cannot be publicly offered and sold in the United 
States without violating the registration requirement of the Investment 
Company Act of 1940 (``Investment Company Act'').\1\ As a result of 
this registration requirement, Canadian-U.S. Participants previously 
were not able to purchase or exchange securities for their Canadian 
retirement accounts as needed to meet their changing investment goals 
or income needs.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 80a. In addition, the offering and selling of 
securities that are not registered pursuant to the Securities Act of 
1933 (``Securities Act'') is generally prohibited by U.S. securities 
laws. 15 U.S.C. 77.
---------------------------------------------------------------------------

    The Commission issued a rulemaking in 2000 that enabled Canadian-
U.S. Participants to manage the assets in their Canadian retirement 
accounts by providing relief from the U.S. registration requirements 
for offers of securities of foreign issuers to Canadian-U.S. 
Participants and sales to Canadian retirement accounts.\2\ Rule 7d-2 
under the Investment Company Act \3\ permits foreign funds to offer 
securities to Canadian-U.S. Participants and sell

[[Page 34030]]

securities to Canadian retirement accounts without registering as 
investment companies under the Investment Company Act.
---------------------------------------------------------------------------

    \2\ See Offer and Sale of Securities to Canadian Tax-Deferred 
Retirement Savings Accounts, Release Nos. 33-7860, 34-42905, IC-
24491 (June 7, 2000) [65 FR 37672 (June 15, 2000)]. This rulemaking 
also included new rule 237 under the Securities Act, permitting 
securities of foreign issuers to be offered to Canadian-U.S. 
Participants and sold to Canadian retirement accounts without being 
registered under the Securities Act. 17 CFR 230.237.
    \3\ 17 CFR 270.7d-2.
---------------------------------------------------------------------------

    Rule 7d-2 contains a ``collection of information'' requirement 
within the meaning of the Paperwork Reduction Act of 1995.\4\ Rule 7d-2 
requires written offering materials for securities offered or sold in 
reliance on that rule to disclose prominently that those securities and 
the fund issuing those securities are not registered with the 
Commission, and that those securities and the fund issuing those 
securities are exempt from registration under U.S. securities laws. 
Rule 7d-2 does not require any documents to be filed with the 
Commission.
---------------------------------------------------------------------------

    \4\ 44 U.S.C. 3501-3502.
---------------------------------------------------------------------------

    Rule 7d-2 requires written offering documents for securities 
offered or sold in reliance on the rule to disclose prominently that 
the securities are not registered with the Commission and may not be 
offered or sold in the United States unless registered or exempt from 
registration under the U.S. securities laws, and also to disclose 
prominently that the fund that issued the securities is not registered 
with the Commission. The burden under the rule associated with adding 
this disclosure to written offering documents is minimal and is non-
recurring. The foreign issuer, underwriter, or broker-dealer can 
redraft an existing prospectus or other written offering material to 
add this disclosure statement, or may draft a sticker or supplement 
containing this disclosure to be added to existing offering materials. 
In either case, based on discussions with representatives of the 
Canadian fund industry, the staff estimates that it would take an 
average of 10 minutes per document to draft the requisite disclosure 
statement.
    The staff estimates that there are 4,086 publicly offered Canadian 
funds that potentially would rely on the rule to offer securities to 
participants and sell securities to their Canadian retirement accounts 
without registering under the Investment Company Act.\5\ The staff 
estimates that all of these funds have previously relied upon the rule 
and have already made the one-time change to their offering documents 
required to rely on the rule. The staff estimates that 204 (5 percent) 
additional Canadian funds would newly rely on the rule each year to 
offer securities to Canadian-U.S. Participants and sell securities to 
their Canadian retirement accounts, thus incurring the paperwork burden 
required under the rule. The staff estimates that each of those funds, 
on average, distributes 3 different written offering documents 
concerning those securities, for a total of 612 offering documents. The 
staff therefore estimates that 204 respondents would make 612 responses 
by adding the new disclosure statement to 612 written offering 
documents. The staff therefore estimates that the annual burden 
associated with the rule 7d-2 disclosure requirement would be 102 hours 
(612 offering documents x 10 minutes per document). The total annual 
cost of these burden hours is estimated to be $42,330 (102 hours x $415 
per hour of attorney time).\6\
---------------------------------------------------------------------------

    \5\ Investment Company Institute, 2019 Investment Company Fact 
Book (2019) at 258, tbl. 66.
    \6\ The Commission's estimate concerning the wage rate for 
attorney time is based on salary information for the securities 
industry compiled by the Securities Industry and Financial Markets 
Association (``SIFMA''). The $380 per hour figure for an attorney is 
from SIFMA's Management & Professional Earnings in the Securities 
Industry 2013, modified by Commission staff to account for an 1800-
hour work-year and inflation, and multiplied by 5.35 to account for 
bonuses, firm size, employee benefits and overhead.
---------------------------------------------------------------------------

    These burden hour estimates are based upon the Commission staff's 
experience and discussions with the fund industry. The estimates of 
average burden hours 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.
    Written comments are invited 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 collection of information; (c) ways to enhance the quality, utility, 
and clarity of the information collected; and (d) ways to minimize the 
burdens 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 Charles Riddle, Acting 
Director/Chief Information Officer, Securities and Exchange Commission, 
C/O Candace Kenner, 100 F Street NE, Washington, DC 20549; or send an 
email to: [email protected].

    Dated: July 9, 2019.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-15034 Filed 7-15-19; 8:45 am]
 BILLING CODE 8011-01-P

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