Proposal for OMB Review; Comment Request; Revision: Form N-14, 53040-53041 [2020-18808]
Download as PDF
<![CDATA[
53040
Federal Register / Vol. 85, No. 167 / Thursday, August 27, 2020 / Notices
and maintain necessary liquidity by
preparing it for different stress scenarios
and clarifying when liquidity tools can
be used. The Commission also believes
that the proposed changes to the LRMF
noted above related to categorization of
stress test results should strengthen
ICC’s approach to identifying potential
weaknesses in the liquidity risk
management system with additional
procedures related to the determination
and analysis of poor stress testing.
For the reasons stated above, the
Commission believes that the proposed
rule changes are consistent with Rule
17Ad–22(e)(7)(i).16
E. 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 17 and
Rules 17Ad–22(e)(2)(i) and (v),18 17Ad–
22 (e)(4)(ii),19 and 17Ad–22(e)(7)(i) 20
thereunder.
It is therefore ordered pursuant to
Section 19(b)(2) of the Act 21 that the
proposed rule change (SR–ICC–2020–
009), be, and hereby is, approved.22
For the Commission, by the Division
of Trading and Markets, pursuant to
delegated authority.23
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–18826 Filed 8–26–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–297, OMB Control No.
3235–0336]
Proposal for OMB Review; Comment
Request; Revision: Form N–14
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(‘‘Paperwork Reduction Act’’), 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
(‘‘OMB’’) for extension and approval.
Form N–14 (17 CFR 239.23) is the
form for registration under the
Securities Act of 1933 (15 U.S.C. 77a et
seq.) (‘‘Securities Act’’) of securities
issued by management investment
companies registered under the
Investment Company Act of 1940 (15
U.S.C. 80a–1 et seq.) (‘‘Investment
Company Act’’) and business
development companies as defined by
Section 2(a)(48) of the Investment
Company Act in: (1) A transaction of the
type specified in rule 145(a) under the
Securities Act (17 CFR 230.145(a)); (2) a
merger in which a vote or consent of the
security holders of the company being
acquired is not required pursuant to
applicable state law; (3) an exchange
offer for securities of the issuer or
another person; (4) a public reoffering or
resale of any securities acquired in an
offering registered on Form N–14; or (5)
two or more of the transactions listed in
(1) through (4) registered on one
registration statement. The principal
purpose of Form N–14 is to make
material information regarding
securities to be issued in connection
with business combination transactions
available to investors. The information
required to be filed with the
Commission permits verification of
compliance with securities law
requirements and assures the public
availability and dissemination of such
information. Without the registration
statement requirement, material
information may not necessarily be
available to investors.
TABLE 1—BURDEN ESTIMATES FOR INITIAL REGISTRATION STATEMENTS FILED ON FORM N–14
Cost of
internal
burden
Wage rate 1
Internal burden
Annual
cost
burden
Annual
responses
Internal burden
(aggregate)
Cost of
internal
burden
(aggregate)
Annual
cost burden
(aggregate)
CURRENTLY APPROVED ESTIMATES
Preparing and filing reports on
Form N-14 generally.
497.31 hours ..
×
Preparation and review of exhibit hyperlinks.
0.25 hours ......
........................
Total Annual Burden ........
$173,063.88
$23,091
×
253
125,820 hours ..............
$43,758,162
$5,842,000
×
$348 (blend of compliance attorney and senior programmer).
348 (blend of compliance attorney and senior programmer).
87
300
×
253
63 hours .......................
22,011
75,900
........
................................................
....................
................
..................
125,883 hours ..............
43,780,173
5,917,900
........
REVISED ESTIMATES
Preparing and filing reports on
Form N–14 generally.
610 hours .......
×
Burden per amendment ..........
290 hours .......
×
Total Annual Burden ........
........................
........
317.3 (blend of attorney, senior accountant, and paralegal).
319 ((blend of attorney, senior
accountant, and paralegal).
193,554
27,500
×
156
96,160 hours ................
29,181,672
4,290,000
92,530
16,000
×
97
29,100 hours ................
8,674,710
1,552,000
................................................
....................
................
..................
125,260 hours ..............
37,856,382
5,842,000
........
khammond on DSKJM1Z7X2PROD with NOTICES
Notes:
1 The Commission’s estimates concerning the allocation of burden hours and the relevant wage rates are based on consultations with industry representatives and on salary information for the
securities industry compiled by the Securities Industry and Financial Markets Association’s Office Salaries in the Securities Industry 2013. The estimated wage figures are modified by Commission staff to account for an 1800-hour work-year and multiplied by 5.35 to account for bonuses, firm size, employee benefits, overhead, and adjusted to account for the effects of inflation. See
Securities Industry and Financial Markets Association, Report on Management & Professional Earnings in the Securities Industry 2013.
As summarized in Table 1 above, the
Commission has previously estimated
that about 253 funds will make about
253 filings on Form N–14 each year,
incurring 125,883 hours of internal hour
16 Id.
20 17
17 15
U.S.C. 78q–1(b)(3)(F).
18 17 CFR 240.17Ad–22(e)(2)(i)and (v).
19 17 CFR 240.17Ad–22(e)(4)(ii).
VerDate Sep<11>2014
burden at a cost of about $43.78 million.
The hour burden estimates for preparing
and filing reports on Form N–14 are
based on the Commission’s experience
with the contents of the form. The
17:09 Aug 26, 2020
Jkt 250001
CFR 240.17Ad–22(e)(7)(i).
U.S.C. 78s(b)(2).
22 In approving the proposed rule change, the
Commission considered the proposal’s impact on
21 15
PO 00000
Frm 00099
Fmt 4703
Sfmt 4703
number of burden hours may vary
depending on, among other things, the
complexity of the filing and whether
preparation of the forms is performed by
internal staff or outside counsel.
efficiency, competition, and capital formation. 15
U.S.C. 78c(f).
23 17 CFR 200.30–3(a)(12).
E:\FR\FM\27AUN1.SGM
27AUN1
Federal Register / Vol. 85, No. 167 / Thursday, August 27, 2020 / Notices
The amendments to Form N–14 to
permit BDCs to incorporate certain
information by reference into that form
to the same extent as registered closedend fund are expected to decrease the
burden and costs for BDCs that prepare
and file Forms N–14. As summarized in
Table 1 above, we estimate that the total
internal burden associated with N–14
will be 125,260 hours, at a cost of
approximately $37,856,382.
Estimates of average burden hours are
made solely for the purposes of the
Paperwork Reduction Act and are not
derived from a comprehensive or even
representative survey or study of the
costs of Commission rules and forms.
The collection of information under
Form N–14 is mandatory. The
information provided under Form N–14
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 OMB 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 will have practical utility;
(b) the accuracy of the Commission’s
estimate of the burden of 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.
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 21, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
khammond on DSKJM1Z7X2PROD with NOTICES
[FR Doc. 2020–18808 Filed 8–26–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–89640; File No. SR–
NYSENAT–2020–27]
Self-Regulatory Organizations; NYSE
National, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend Its Schedule of
Fees and Rebates
August 21, 2020.
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
12, 2020, NYSE National, Inc. (‘‘NYSE
National’’ or the ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I, II, and III below, which Items
have been prepared by the selfregulatory organization. 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 proposes to amend its
Schedule of Fees and Rebates (‘‘Fee
Schedule’’) to (1) eliminate the fee
currently charged for non-tiered orders
removing liquidity in securities priced
at or above $1.00; (2) modify the Adding
Tiers; and (3) modify the Removing
Tiers. The proposed rule change is
available on the Exchange’s website at
www.nyse.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
self-regulatory organization 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 those 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.
1
2
VerDate Sep<11>2014
18:16 Aug 26, 2020
Jkt 250001
PO 00000
15 U.S.C. 78s(b)(1).
17 CFR 240.19b–4.
Frm 00100
Fmt 4703
Sfmt 4703
53041
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to amend its
Fee Schedule to: (1) Eliminate the fee
currently charged for non-tiered orders
removing liquidity in securities priced
at or above $1.00; (2) modify the Adding
Tiers; and (3) modify the Removing
Tiers.
The proposed changes respond to the
current competitive environment where
order flow providers have a choice of
where to direct liquidity-providing and
liquidity-removing orders by offering
further incentives for ETP Holders to
send additional displayed and nondisplayed liquidity to the Exchange. The
proposed changes also respond to the
current volatile market environment
that has resulted in unprecedented
average daily volumes, which is related
to the ongoing spread of the novel
coronavirus (‘‘COVID–19’’).
The Exchange proposes to implement
the rule change on August 12, 2020.3
Current Market and Competitive
Environment
The Exchange operates in a highly
competitive market. The Commission
has repeatedly expressed its preference
for competition over regulatory
intervention in determining prices,
products, and services in the securities
markets. Specifically, in Regulation
NMS, the Commission highlighted the
importance of market forces in
determining prices and SRO revenues
and, also, recognized that current
regulation of the market system ‘‘has
been remarkably successful in
promoting market competition in its
broader forms that are most important to
investors and listed companies.’’ 4
As the Commission itself recognized,
the market for trading services in NMS
stocks has become ‘‘more fragmented
and competitive.’’ 5 Indeed, equity
trading is currently dispersed across 13
exchanges,6 31 alternative trading
3 The Exchange originally filed to amend the Fee
Schedule on August 3, 2020 (SR–NYSENat–2020–
25). SR–NYSENat–2020–25 was subsequently
withdrawn and replaced by this filing.
4 See Securities Exchange Act Release No. 51808
(June 9, 2005), 70 FR 37496, 37499 (S7–10–04)
(Final Rule) (‘‘Regulation NMS’’).
5 See Securities Exchange Act Release No. 51808,
84 FR 5202, 5253 (February 20, 2019) (File No. S7–
05–18) (Transaction Fee Pilot for NMS Stocks Final
Rule) (‘‘Transaction Fee Pilot’’).
6 See Cboe Global Markets, U.S. Equities Market
Volume Summary, available at https://
markets.cboe.com/us/equities/market_share/. See
generally https://www.sec.gov/fast-answers/
divisionsmarketregmrexchangesshtml.html.
E:\FR\FM\27AUN1.SGM
27AUN1
]]>Agencies
[Federal Register Volume 85, Number 167 (Thursday, August 27, 2020)]
[Notices]
[Pages 53040-53041]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-18808]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[SEC File No. 270-297, OMB Control No. 3235-0336]
Proposal for OMB Review; Comment Request; Revision: Form N-14
Notice is hereby given that, pursuant to the Paperwork Reduction
Act of 1995 (``Paperwork Reduction Act''), 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 (``OMB'') for extension and approval.
Form N-14 (17 CFR 239.23) is the form for registration under the
Securities Act of 1933 (15 U.S.C. 77a et seq.) (``Securities Act'') of
securities issued by management investment companies registered under
the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.)
(``Investment Company Act'') and business development companies as
defined by Section 2(a)(48) of the Investment Company Act in: (1) A
transaction of the type specified in rule 145(a) under the Securities
Act (17 CFR 230.145(a)); (2) a merger in which a vote or consent of the
security holders of the company being acquired is not required pursuant
to applicable state law; (3) an exchange offer for securities of the
issuer or another person; (4) a public reoffering or resale of any
securities acquired in an offering registered on Form N-14; or (5) two
or more of the transactions listed in (1) through (4) registered on one
registration statement. The principal purpose of Form N-14 is to make
material information regarding securities to be issued in connection
with business combination transactions available to investors. The
information required to be filed with the Commission permits
verification of compliance with securities law requirements and assures
the public availability and dissemination of such information. Without
the registration statement requirement, material information may not
necessarily be available to investors.
Table 1--Burden Estimates for Initial Registration Statements Filed on Form N-14
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Cost of
Cost of Annual Annual Internal burden internal Annual cost
Internal burden Wage rate \1\ internal cost responses (aggregate) burden burden
burden burden (aggregate) (aggregate)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
CURRENTLY APPROVED ESTIMATES
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Preparing and filing reports on Form 497.31 hours............ x $348 (blend of $173,063.88 $23,091 x 253 125,820 hours.......... $43,758,162 $5,842,000
N[dash]14 generally. compliance attorney and
senior programmer).
Preparation and review of exhibit 0.25 hours.............. x 348 (blend of compliance 87 300 x 253 63 hours............... 22,011 75,900
hyperlinks. attorney and senior
programmer).
----------------------------------------------------------------------------------------------------------------------------------------------------------
Total Annual Burden.............. ........................ ...... ........................ ........... ......... ...... .......... 125,883 hours.......... 43,780,173 5,917,900
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
REVISED ESTIMATES
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Preparing and filing reports on Form 610 hours............... x 317.3 (blend of 193,554 27,500 x 156 96,160 hours........... 29,181,672 4,290,000
N-14 generally. attorney, senior
accountant, and
paralegal).
Burden per amendment................. 290 hours............... x 319 ((blend of attorney, 92,530 16,000 x 97 29,100 hours........... 8,674,710 1,552,000
senior accountant, and
paralegal).
----------------------------------------------------------------------------------------------------------------------------------------------------------
Total Annual Burden.............. ........................ ...... ........................ ........... ......... ...... .......... 125,260 hours.......... 37,856,382 5,842,000
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Notes:
\1\ The Commission's estimates concerning the allocation of burden hours and the relevant wage rates are based on consultations with industry representatives and on salary information for the
securities industry compiled by the Securities Industry and Financial Markets Association's Office Salaries in the Securities Industry 2013. The estimated wage figures are modified by
Commission staff to account for an 1800-hour work-year and multiplied by 5.35 to account for bonuses, firm size, employee benefits, overhead, and adjusted to account for the effects of
inflation. See Securities Industry and Financial Markets Association, Report on Management & Professional Earnings in the Securities Industry 2013.
As summarized in Table 1 above, the Commission has previously
estimated that about 253 funds will make about 253 filings on Form N-14
each year, incurring 125,883 hours of internal hour burden at a cost of
about $43.78 million. The hour burden estimates for preparing and
filing reports on Form N-14 are based on the Commission's experience
with the contents of the form. The number of burden hours may vary
depending on, among other things, the complexity of the filing and
whether preparation of the forms is performed by internal staff or
outside counsel.
[[Page 53041]]
The amendments to Form N-14 to permit BDCs to incorporate certain
information by reference into that form to the same extent as
registered closed-end fund are expected to decrease the burden and
costs for BDCs that prepare and file Forms N-14. As summarized in Table
1 above, we estimate that the total internal burden associated with N-
14 will be 125,260 hours, at a cost of approximately $37,856,382.
Estimates of average burden hours are made solely for the purposes
of the Paperwork Reduction Act and are not derived from a comprehensive
or even representative survey or study of the costs of Commission rules
and forms. The collection of information under Form N-14 is mandatory.
The information provided under Form N-14 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 OMB 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 will
have practical utility; (b) the accuracy of the Commission's estimate
of the burden of 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.
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:
[email protected].
Dated: August 21, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-18808 Filed 8-26-20; 8:45 am]
BILLING CODE 8011-01-P
