Submission for OMB Review; Comment Request; Extension: Rule 154, 138-139 [2021-28424]

Download as PDF 138 Federal Register / Vol. 87, No. 1 / Monday, January 3, 2022 / Notices Entity to withdraw. In addition, it would be more difficult for the Commission to properly regulate SBS Entities if it were unable to quickly identify those that have withdrawn from the security-based swap business. In 2017 there were approximately 55 entities that may need to register as SBS Entities. That number has not changed. The Commission estimates that these Entities likely would incur a total burden of 9,825 hours per year to comply with Rules 15Fb1–1 through 15Fb6–2 and Forms SBSE, SBSE–A, SBSE–BD, SBSE–C and SBSE–W. In addition, Rules 15Fb1–1 through 15Fb6–2 and Forms SBSE, SBSE–A, SBSE–BD, SBSE–C and SBSE–W may impose certain costs on non-resident persons that apply to be registered with the Commission as SBS Entities, including an initial and ongoing costs associated with obtaining an opinion of counsel indicating that it can, as a matter of law, provide the Commission with access to its books and records and submit to Commission examinations, and an ongoing cost associated with establishing and maintaining a relationship with a U.S. agent for service of process. The staff estimates, based on internet research,1 that it would cost each nonresident SBS Entity approximately $191 annually to appoint and maintain a relationship with a U.S. agent for service of process. Consequently, the total cost for all nonresident SBS Entities to appoint and maintain relationships with U.S. agents for service of process is approximately $4,202 per year. Non-resident SBS Entities also would incur outside legal costs associated with obtaining an opinion of counsel. The staff estimates that each of the estimated 22 non-resident persons that likely will apply to register as SBS Entities with the Commission would incur, on average, approximately $25,000 in outside legal costs to obtain the opinion of counsel necessary to register, and that the total annualized cost for all nonresident SBS Entities to obtain this opinion of counsel would be approximately $183,333. Nonresident SBS Entities would also need to obtain a revised opinion of counsel after any khammond on DSKJM1Z7X2PROD with NOTICES 1 See, e.g., https://www.incorp.com/registeredagent-services/ (as of October 15, 2021, $129 per year), https://www.wolterskluwer.com/en/solutions/ ct-corporation/registered-agent-services-solutions (as of October 15, 2021, $305 per year), and https:// www.ailcorp.com/services/registered-agent (as of October 15, 2021, $149 per year). The staff sought websites that provided pricing information and a comprehensive description of their registered agent services. We calculated our estimate by averaging the costs provided on these three websites—($129 + $305 + $149) ÷ 3 = $191. VerDate Sep<11>2014 17:14 Dec 30, 2021 Jkt 256001 changes in the legal or regulatory framework that would impact the SBS Entity’s ability to provide, or manner in which it provides, the Commission with prompt access to its books and records or that impacts the Commission’s ability to inspect and examine the SBS Entity. We do not believe this would occur frequently, and therefore estimate that one non-resident entity may need to recertify annually. Thus, the total ongoing cost associated with obtaining a revised opinion of counsel regarding the new regulatory regime would be approximately $25,000 annually. Consequently, the total annualized cost burden associated with Rules 15Fb1–1 through 15Fb6–2 and Forms SBSE, SBSE–A, SBSE–BD, SBSE–C and SBSE– W would be approximately $212,205 per year. 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<. Find this particular information collection by selecting ‘‘Currently under 30-day Review—Open for Public Comments’’ or by using the search function. Written comments and recommendations for the proposed information collection should be sent within 30 days of publication of this notice to (i) >MBX.OMB.OIRA.SEC_ desk_officer@omb.eop.gov < and (ii) David Bottom, Director/Chief Information Officer, Securities and Exchange Commission, c/o John R. Pezzullo, 100 F Street NE, Washington, DC 20549, or by sending an email to: PRA_Mailbox@sec.gov. Dated: December 28, 2021. J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2021–28425 Filed 12–30–21; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [OMB Control No. 3235–0495, SEC File No. 270–438] Submission for OMB Review; Comment Request; Extension: Rule 154 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, under the Paperwork Reduction Act of 1995 (44 PO 00000 Frm 00073 Fmt 4703 Sfmt 4703 U.S.C. 3501–3520), the Securities and Exchange Commission (the ‘‘Commission’’) has submitted to the Office of Management and Budget a request for extension of the previously approved collection of information discussed below. The federal securities laws generally prohibit an issuer, underwriter, or dealer from delivering a security for sale unless a prospectus meeting certain requirements accompanies or precedes the security. Rule 154 (17 CFR 230.154) under the Securities Act of 1933 (15 U.S.C. 77a) (the ‘‘Securities Act’’) permits, under certain circumstances, delivery of a single prospectus to investors who purchase securities from the same issuer and share the same address (‘‘householding’’) to satisfy the applicable prospectus delivery requirements.1 The purpose of rule 154 is to reduce the amount of duplicative prospectuses delivered to investors sharing the same address. Under rule 154, a prospectus is considered delivered to all investors at a shared address, for purposes of the federal securities laws, if the person relying on the rule delivers the prospectus to the shared address, addresses the prospectus to the investors as a group or to each of the investors individually, and the investors consent to the delivery of a single prospectus. The rule applies to prospectuses and prospectus supplements. Currently, the rule permits householding of all prospectuses by an issuer, underwriter, or dealer relying on the rule if, in addition to the other conditions set forth in the rule, the issuer, underwriter, or dealer has obtained from each investor written or implied consent to householding.2 The rule requires issuers, underwriters, or dealers that wish to household prospectuses with implied consent to send a notice to each investor stating that the investors in the household will receive one prospectus in the future unless the investors provide contrary instructions. In 1 The Securities Act requires the delivery of prospectuses to investors who buy securities from an issuer or from underwriters or dealers who participate in a registered distribution of securities. See Securities Act sections 2(a)(10), 4(1), 4(3), 5(b) (15 U.S.C. 77b(a)(10), 77d(1), 77d(3), 77e(b)); see also rule 174 under the Securities Act (17 CFR 230.174) (regarding the prospectus delivery obligation of dealers); rule 15c2–8 under the Securities Exchange Act of 1934 (17 CFR 240.15c2– 8) (prospectus delivery obligations of brokers and dealers). 2 Rule 154 permits the householding of prospectuses that are delivered electronically to investors only if delivery is made to a shared electronic address and the investors give written consent to householding. Implied consent is not permitted in such a situation. See rule d 154(b)(4). E:\FR\FM\03JAN1.SGM 03JAN1 khammond on DSKJM1Z7X2PROD with NOTICES Federal Register / Vol. 87, No. 1 / Monday, January 3, 2022 / Notices addition, at least once a year, issuers, underwriters, or dealers, relying on rule 154 for the householding of prospectuses relating to open-end management investment companies that are registered under the Investment Company Act of 1940 (‘‘mutual funds’’) and each series thereof must explain to investors who have provided written or implied consent how they can revoke their consent.3 Preparing and sending the notice and the annual explanation of the right to revoke are collections of information. The rule allows issuers, underwriters, or dealers to household prospectuses if certain conditions are met. Among the conditions with which a person relying on the rule must comply are providing notice to each investor that only one prospectus will be sent to the household and, in the case of issuers that are mutual funds and any series thereof, providing to each investor who consents to householding an annual explanation of the right to revoke consent to the delivery of a single prospectus to multiple investors sharing an address. The purpose of the notice and annual explanation requirements of the rule is to ensure that investors who wish to receive individual copies of prospectuses are able to do so. Although rule 154 is not limited to mutual funds, the Commission believes that it is used mainly by mutual funds and by broker-dealers that deliver mutual fund prospectuses. The Commission is unable to estimate the number of issuers other than mutual funds that rely on the rule. The Commission estimates that, as of June 30, 2021, there are approximately 13,182 mutual fund series registered on Form N–1A, approximately 1,279 of which are directly sold and therefore deliver their own prospectuses. Of these, the Commission estimates that approximately half (640 mutual fund series): (i) Do not send the implied consent notice requirement because they obtain affirmative written consent to household prospectuses in the fund’s account opening documentation; or (ii) do not take advantage of the householding provision because of electronic delivery options which lessen the economic and operational benefits of rule 154 when compared with the costs of compliance. Therefore, the Commission estimates that each of the 640 directly sold mutual fund series will spend an average of 20 hours per year complying with the notice requirement of the rule, for a total of 12,800 burden hours. In addition, of the approximately 1,279 mutual fund series 3 See Rule 154(c). VerDate Sep<11>2014 17:14 Dec 30, 2021 Jkt 256001 that are directly sold, the Commission estimates that approximately 75% (or 960) will each spend 1 hour complying with the annual explanation of the right to revoke requirement of the rule, for a total of 960 hours. The Commission estimates that as of December 31, 2020, there were approximately 462 broker-dealers that have customer accounts with mutual funds, and therefore may be required to deliver mutual fund prospectuses. The Commission estimates that each affected broker-dealer will spend, on average, 20 hours complying with the notice requirement of the rule, for a total of 9,240 hours. In addition, each brokerdealer will also spend one hour complying with the annual explanation of the right to revoke requirement, for a total of 462 hours. Therefore, the total number of respondents for rule 154 is 1,422 (960 4 mutual fund series plus 462 broker-dealers), and the estimated total hour burden is approximately 23,462 hours (13,760 hours for mutual fund series, plus 9,702 hours for brokerdealers). The estimate of average burden hours is made solely for the purposes of the Paperwork Reduction Act, and is not derived from a comprehensive or even a representative survey or study of the costs of Commission rules and forms. Compliance with the collection of information requirements of the rule is necessary to obtain the benefit of relying on the rule. Responses to the collections of information will not be kept confidential. The rule does not require these records be retained for any specific period of time. 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. The public may view the 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) David Bottom, Director/Chief Information Officer, Securities and Exchange Commission, c/o John R. Pezzullo, 100 F Street NE, Washington, DC 20549 or send an email to: PRA_ Mailbox@sec.gov. Written comments 4 The Commission estimates that 640 mutual funds prepare both the implied consent notice and the annual explanation of the right to revoke consent + 320 mutual funds that prepare only the annual explanation of the right to revoke. PO 00000 Frm 00074 Fmt 4703 Sfmt 4703 139 and recommendations for the proposed information collection should be sent within 30 days of publication of this notice to www.reginfo.gov/public/do/ PRAMain. Find this particular information collection by selecting ‘‘Currently under 30-day Review—Open for Public Comments’’ or by using the search function. Dated: December 28, 2021. J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2021–28424 Filed 12–30–21; 8:45 am] BILLING CODE 8011–01–P SOCIAL SECURITY ADMINISTRATION [Docket No: SSA–2021–0054] Agency Information Collection Activities: Proposed Request and Comment Request The Social Security Administration (SSA) publishes a list of information collection packages requiring clearance by the Office of Management and Budget (OMB) in compliance with Public Law 104–13, the Paperwork Reduction Act of 1995, effective October 1, 1995. This notice includes revisions of OMB-approved information collections. SSA is soliciting comments on the accuracy of the agency’s burden estimate; the need for the information; its practical utility; ways to enhance its quality, utility, and clarity; and ways to minimize burden on respondents, including the use of automated collection techniques or other forms of information technology. Mail, email, or fax your comments and recommendations on the information collection(s) to the OMB Desk Officer and SSA Reports Clearance Officer at the following addresses or fax numbers. (OMB) Office of Management and Budget, Attn: Desk Officer for SSA Comments: https://www.reginfo.gov/ public/do/PRAMain. Submit your comments online referencing Docket ID Number [SSA–2021–0054]. (SSA) Social Security Administration, OLCA, Attn: Reports Clearance Director, 3100 West High Rise, 6401 Security Blvd., Baltimore, MD 21235, Fax: 410–966–2830, Email address: OR.Reports.Clearance@ssa.gov. Or you may submit your comments online through https://www.reginfo.gov/ public/do/PRAMain, referencing Docket ID Number [SSA–2021–0054]. I. The information collection below is pending at SSA. SSA will submit it to E:\FR\FM\03JAN1.SGM 03JAN1

Agencies

[Federal Register Volume 87, Number 1 (Monday, January 3, 2022)]
[Notices]
[Pages 138-139]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-28424]


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

SECURITIES AND EXCHANGE COMMISSION

[OMB Control No. 3235-0495, SEC File No. 270-438]


Submission for OMB Review; Comment Request; Extension: Rule 154

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, under the Paperwork Reduction Act of 
1995 (44 U.S.C. 3501-3520), the Securities and Exchange Commission (the 
``Commission'') has submitted to the Office of Management and Budget a 
request for extension of the previously approved collection of 
information discussed below.
    The federal securities laws generally prohibit an issuer, 
underwriter, or dealer from delivering a security for sale unless a 
prospectus meeting certain requirements accompanies or precedes the 
security. Rule 154 (17 CFR 230.154) under the Securities Act of 1933 
(15 U.S.C. 77a) (the ``Securities Act'') permits, under certain 
circumstances, delivery of a single prospectus to investors who 
purchase securities from the same issuer and share the same address 
(``householding'') to satisfy the applicable prospectus delivery 
requirements.\1\ The purpose of rule 154 is to reduce the amount of 
duplicative prospectuses delivered to investors sharing the same 
address.
---------------------------------------------------------------------------

    \1\ The Securities Act requires the delivery of prospectuses to 
investors who buy securities from an issuer or from underwriters or 
dealers who participate in a registered distribution of securities. 
See Securities Act sections 2(a)(10), 4(1), 4(3), 5(b) (15 U.S.C. 
77b(a)(10), 77d(1), 77d(3), 77e(b)); see also rule 174 under the 
Securities Act (17 CFR 230.174) (regarding the prospectus delivery 
obligation of dealers); rule 15c2-8 under the Securities Exchange 
Act of 1934 (17 CFR 240.15c2-8) (prospectus delivery obligations of 
brokers and dealers).
---------------------------------------------------------------------------

    Under rule 154, a prospectus is considered delivered to all 
investors at a shared address, for purposes of the federal securities 
laws, if the person relying on the rule delivers the prospectus to the 
shared address, addresses the prospectus to the investors as a group or 
to each of the investors individually, and the investors consent to the 
delivery of a single prospectus. The rule applies to prospectuses and 
prospectus supplements. Currently, the rule permits householding of all 
prospectuses by an issuer, underwriter, or dealer relying on the rule 
if, in addition to the other conditions set forth in the rule, the 
issuer, underwriter, or dealer has obtained from each investor written 
or implied consent to householding.\2\ The rule requires issuers, 
underwriters, or dealers that wish to household prospectuses with 
implied consent to send a notice to each investor stating that the 
investors in the household will receive one prospectus in the future 
unless the investors provide contrary instructions. In

[[Page 139]]

addition, at least once a year, issuers, underwriters, or dealers, 
relying on rule 154 for the householding of prospectuses relating to 
open-end management investment companies that are registered under the 
Investment Company Act of 1940 (``mutual funds'') and each series 
thereof must explain to investors who have provided written or implied 
consent how they can revoke their consent.\3\ Preparing and sending the 
notice and the annual explanation of the right to revoke are 
collections of information.
---------------------------------------------------------------------------

    \2\ Rule 154 permits the householding of prospectuses that are 
delivered electronically to investors only if delivery is made to a 
shared electronic address and the investors give written consent to 
householding. Implied consent is not permitted in such a situation. 
See rule d 154(b)(4).
    \3\ See Rule 154(c).
---------------------------------------------------------------------------

    The rule allows issuers, underwriters, or dealers to household 
prospectuses if certain conditions are met. Among the conditions with 
which a person relying on the rule must comply are providing notice to 
each investor that only one prospectus will be sent to the household 
and, in the case of issuers that are mutual funds and any series 
thereof, providing to each investor who consents to householding an 
annual explanation of the right to revoke consent to the delivery of a 
single prospectus to multiple investors sharing an address. The purpose 
of the notice and annual explanation requirements of the rule is to 
ensure that investors who wish to receive individual copies of 
prospectuses are able to do so.
    Although rule 154 is not limited to mutual funds, the Commission 
believes that it is used mainly by mutual funds and by broker-dealers 
that deliver mutual fund prospectuses. The Commission is unable to 
estimate the number of issuers other than mutual funds that rely on the 
rule.
    The Commission estimates that, as of June 30, 2021, there are 
approximately 13,182 mutual fund series registered on Form N-1A, 
approximately 1,279 of which are directly sold and therefore deliver 
their own prospectuses. Of these, the Commission estimates that 
approximately half (640 mutual fund series): (i) Do not send the 
implied consent notice requirement because they obtain affirmative 
written consent to household prospectuses in the fund's account opening 
documentation; or (ii) do not take advantage of the householding 
provision because of electronic delivery options which lessen the 
economic and operational benefits of rule 154 when compared with the 
costs of compliance. Therefore, the Commission estimates that each of 
the 640 directly sold mutual fund series will spend an average of 20 
hours per year complying with the notice requirement of the rule, for a 
total of 12,800 burden hours. In addition, of the approximately 1,279 
mutual fund series that are directly sold, the Commission estimates 
that approximately 75% (or 960) will each spend 1 hour complying with 
the annual explanation of the right to revoke requirement of the rule, 
for a total of 960 hours.
    The Commission estimates that as of December 31, 2020, there were 
approximately 462 broker-dealers that have customer accounts with 
mutual funds, and therefore may be required to deliver mutual fund 
prospectuses. The Commission estimates that each affected broker-dealer 
will spend, on average, 20 hours complying with the notice requirement 
of the rule, for a total of 9,240 hours. In addition, each broker-
dealer will also spend one hour complying with the annual explanation 
of the right to revoke requirement, for a total of 462 hours. 
Therefore, the total number of respondents for rule 154 is 1,422 (960 
\4\ mutual fund series plus 462 broker-dealers), and the estimated 
total hour burden is approximately 23,462 hours (13,760 hours for 
mutual fund series, plus 9,702 hours for broker-dealers).
---------------------------------------------------------------------------

    \4\ The Commission estimates that 640 mutual funds prepare both 
the implied consent notice and the annual explanation of the right 
to revoke consent + 320 mutual funds that prepare only the annual 
explanation of the right to revoke.
---------------------------------------------------------------------------

    The estimate of average burden hours is made solely for the 
purposes of the Paperwork Reduction Act, and is not derived from a 
comprehensive or even a representative survey or study of the costs of 
Commission rules and forms.
    Compliance with the collection of information requirements of the 
rule is necessary to obtain the benefit of relying on the rule. 
Responses to the collections of information will not be kept 
confidential. The rule does not require these records be retained for 
any specific period of time. 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.
    The public may view the 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: 
[email protected]; and (ii) David Bottom, Director/Chief 
Information Officer, Securities and Exchange Commission, c/o John R. 
Pezzullo, 100 F Street NE, Washington, DC 20549 or send an email to: 
[email protected]. Written comments and recommendations for the 
proposed information collection should be sent within 30 days of 
publication of this notice to www.reginfo.gov/public/do/PRAMain. Find 
this particular information collection by selecting ``Currently under 
30-day Review--Open for Public Comments'' or by using the search 
function.

    Dated: December 28, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-28424 Filed 12-30-21; 8:45 am]
BILLING CODE 8011-01-P
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