Proposed Collection; Comment Request; Extension: Rule 17Ad-10, 56994-56995 [2022-20020]

Download as PDF 56994 Federal Register / Vol. 87, No. 179 / Friday, September 16, 2022 / Notices khammond on DSKJM1Z7X2PROD with NOTICES remove liquidity from the Exchange, and market participants can readily choose to send their orders to other exchanges and off-exchange venues if they deem fee levels at those other venues to be more favorable. As described above, the proposed changes are competitive proposals through which the Exchange is seeking to encourage additional order flow to the Exchange and to generate additional revenue to offset some of the costs associated with the Exchange’s current pricing structure and its operations generally, and such proposed rates are comparable to, and competitive with, rates charged by other exchanges.18 Additionally, 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.’’ 19 The fact that this market is competitive has also long been recognized by the courts. In NetCoalition v. Securities and Exchange Commission, the D.C. circuit stated: ‘‘[n]o one disputes that competition for order flow is ‘fierce.’ . . . As the SEC explained, ‘[i]n the U.S. national market system, buyers and sellers of securities, and the brokerdealers that act as their routing agents, have a wide range of choices of where to route orders for execution’; [and] ‘no exchange can afford to take its market share percentages for granted’ because ‘no exchange possess a monopoly, regulatory or otherwise, in the execution of order flow from broker dealers’ . . .’’.20 Accordingly, the Exchange does not believe its proposed pricing changes impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were neither solicited nor received. 18 See supra notes 5, 7, 14 and 15. Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005). 20 See NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010) (quoting Securities Exchange Act Release No. 59039 (December 2, 2008), 73 FR 74770, 74782–83 (December 9, 2008) (SR–NYSE– 2006–21)). 19 See VerDate Sep<11>2014 16:43 Sep 15, 2022 Jkt 256001 III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act,21 and Rule 19b–4(f)(2) 22 thereunder. 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 (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– PEARL–2022–36 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–PEARL–2022–36. 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 website (https://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 website viewing and printing in the Commission’s Public 21 15 22 17 PO 00000 U.S.C. 78s(b)(3)(A)(ii). CFR 240.19b–4(f)(2). Frm 00069 Fmt 4703 Sfmt 4703 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. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–PEARL–2022–36 and should be submitted on or before October 7, 2022. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.23 J. Matthew DeLesDernier, Deputy Secretary. [FR Doc. 2022–20038 Filed 9–15–22; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [SEC File No. 270–265, OMB Control No. 3235–0273] Proposed Collection; Comment Request; Extension: Rule 17Ad–10 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 (‘‘PRA’’) (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) is soliciting comments on the existing collection of information provided for in Rule 17Ad–10, (17 CFR 240.17Ad–10), under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.). The Commission plans to submit this existing collection of information to the Office of Management and Budget (‘‘OMB’’) for extension and approval. Rule 17Ad–10 generally requires registered transfer agents to: (1) create and maintain current and accurate securityholder records; (2) promptly and accurately record all transfers, purchases, redemptions, and issuances, and notify their appropriate regulatory agency if they are unable to do so; (3) exercise diligent and continuous attention in resolving record inaccuracies; (4) disclose to the issuers for whom they perform transfer agent functions and to their appropriate 23 17 E:\FR\FM\16SEN1.SGM CFR 200.30–3(a)(12). 16SEN1 khammond on DSKJM1Z7X2PROD with NOTICES Federal Register / Vol. 87, No. 179 / Friday, September 16, 2022 / Notices regulatory agency information regarding record inaccuracies; (5) buy-in certain record inaccuracies that result in a physical over issuance of securities; and (6) communicate with other transfer agents related to the same issuer. These requirements assist in the creation and maintenance of accurate securityholder records, enhance the ability to research errors, and ensure the transfer agent is aware of the number of securities that are properly authorized by the issuer, thereby avoiding over issuance. The rule also has specific recordkeeping requirements. It requires registered transfer agents to retain certificate detail that has been deleted for six years and keep current an accurate record of the number of shares or principal dollar amount of debt securities that the issuer has authorized to be outstanding. These mandatory requirements ensure accurate securityholder records and assist the Commission and other regulatory agencies with monitoring transfer agents and ensuring compliance with the rule. This rule does not involve the collection of confidential information. There are approximately 401 registered transfer agents. We estimate that the average number of hours necessary for each transfer agent to comply with Rule 17Ad–10 is approximately 80 hours per year, which generates an industry-wide annual burden of approximately 32,080 hours (401 times 80 hours). This burden is primarily of a recordkeeping nature but also includes a small amount of thirdparty disclosure. At an average staff cost of $50 per hour, the industry-wide internal labor cost of compliance (a monetization of the burden hours) is approximately $1,604,000 per year (32,080 × $50). In addition, we estimate that each transfer agent will incur an annual external cost burden of approximately $18,000 resulting from the collection of information. Therefore, the total annual external cost on the entire transfer agent industry is approximately $7,218,000 ($18,000 times 401). This cost primarily reflects ongoing computer operations and maintenance associated with generating, maintaining, and disclosing or providing certain information required by the rule. The amount of time any particular transfer agent will devote to Rule 17Ad– 10 compliance will vary according to the size and scope of the transfer agent’s business activity. We note, however, that at least some of the records, processes, and communications required by Rule 17Ad–10 would likely be maintained, generated, and used for VerDate Sep<11>2014 16:43 Sep 15, 2022 Jkt 256001 transfer agent business purposes even without the rule. 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 by November 15, 2022. 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. 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: PRA_ Mailbox@sec.gov. Dated: September 12, 2022. J. Matthew DeLesDernier, Deputy Secretary. [FR Doc. 2022–20020 Filed 9–15–22; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–95738] Order Granting Application by NYSE Chicago, Inc., for an Exemption, Pursuant to Section 36(a) of the Exchange Act, From the Rule Filing Requirements of Section 19(b) of the Exchange Act With Respect to Certain Rules Incorporated by Reference September 12, 2022. NYSE Chicago, Inc. (‘‘Exchange’’ or ‘‘NYSE Chicago’’) filed with the Securities and Exchange Commission (‘‘Commission’’ or ‘‘SEC’’) an application 1 for an exemption under Section 36(a) of the Securities Exchange Act of 1934 (‘‘Exchange Act’’) 2 and Rule 0–12 thereunder 3 from the rule filing 1 See letter from David De Gregorio, Associate General Counsel, New York Stock Exchange, to Vanessa Countryman, Secretary, SEC, dated June 7, 2022 (‘‘Exemptive Request’’). 2 15 U.S.C. 78mm. 3 17 CFR 240.0–12 (Commission procedures for filing applications for orders for exemptive relief under Section 36 of the Exchange Act). PO 00000 Frm 00070 Fmt 4703 Sfmt 4703 56995 requirements of Section 19(b) of the Exchange Act 4 with respect to the rules of the Exchange governing its members’ communications with the public. Section 36 of the Exchange Act authorizes the Commission to conditionally or unconditionally exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions, from any provision or provisions of the Exchange Act, or of any rule or regulation thereunder, to the extent that such exemption is necessary or appropriate in the public interest, and is consistent with the protection of investors. NYSE Chicago has requested that the Commission grant the Exchange an exemption from the rule filing requirements of Section 19(b) of the Exchange Act for a change to NYSE Chicago Rule 11.2210 governing its members’ communications with the public that are effected solely by virtue of a change to Rule 2210 (Communications with the Public) of the Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’), which is incorporated by reference into NYSE Chicago Rule 11.2210. Specifically, the Exchange requests that it be permitted to incorporate by reference a change made to FINRA Rule 2210 without the need for the Exchange to separately file a similar proposed rule change pursuant to Section 19(b) of the Exchange Act. The Exchange states that this exemption is appropriate because it would result in NYSE Chicago Rule 11.2210 being consistent with the relevant incorporated FINRA rule at all times, thus helping ensure identical regulation of joint members of NYSE Chicago and FINRA with respect to the rule, which is regulatory in nature, and not a trading rule.5 The Exchange further states that without such an exemption, joint members of NYSE Chicago and FINRA could be subject to two different standards regarding their communications with the public and that, by helping ensure consistency between NYSE Chicago and FINRA rules of same purpose, the exemption 4 15 U.S.C. 78s(b). Exemptive Request at 2. A self-regulatory organization (‘‘SRO’’) wishing to incorporate rules of another SRO by reference may submit a written request for an order exempting it from the requirement in Section 19(b) of the Exchange Act to file proposed rule changes relating to the rules incorporated by reference, if, among other things, the rules to be incorporated are categories of rules (rather than individual rules within a category) that are not trading rules (e.g., the SRO has requested incorporation of rules such as margin, suitability, or arbitration). See also Exchange Act Release No. 49260 (Feb. 17, 2004), 69 FR 8500 (Feb. 24, 2004). 5 See E:\FR\FM\16SEN1.SGM 16SEN1

Agencies

[Federal Register Volume 87, Number 179 (Friday, September 16, 2022)]
[Notices]
[Pages 56994-56995]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-20020]


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

SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-265, OMB Control No. 3235-0273]


Proposed Collection; Comment Request; Extension: Rule 17Ad-10

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 (``PRA'') (44 U.S.C. 3501 et seq.), the Securities and Exchange 
Commission (``Commission'') is soliciting comments on the existing 
collection of information provided for in Rule 17Ad-10, (17 CFR 
240.17Ad-10), under the Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.). The Commission plans to submit this existing collection of 
information to the Office of Management and Budget (``OMB'') for 
extension and approval.
    Rule 17Ad-10 generally requires registered transfer agents to: (1) 
create and maintain current and accurate securityholder records; (2) 
promptly and accurately record all transfers, purchases, redemptions, 
and issuances, and notify their appropriate regulatory agency if they 
are unable to do so; (3) exercise diligent and continuous attention in 
resolving record inaccuracies; (4) disclose to the issuers for whom 
they perform transfer agent functions and to their appropriate

[[Page 56995]]

regulatory agency information regarding record inaccuracies; (5) buy-in 
certain record inaccuracies that result in a physical over issuance of 
securities; and (6) communicate with other transfer agents related to 
the same issuer. These requirements assist in the creation and 
maintenance of accurate securityholder records, enhance the ability to 
research errors, and ensure the transfer agent is aware of the number 
of securities that are properly authorized by the issuer, thereby 
avoiding over issuance.
    The rule also has specific recordkeeping requirements. It requires 
registered transfer agents to retain certificate detail that has been 
deleted for six years and keep current an accurate record of the number 
of shares or principal dollar amount of debt securities that the issuer 
has authorized to be outstanding. These mandatory requirements ensure 
accurate securityholder records and assist the Commission and other 
regulatory agencies with monitoring transfer agents and ensuring 
compliance with the rule. This rule does not involve the collection of 
confidential information.
    There are approximately 401 registered transfer agents. We estimate 
that the average number of hours necessary for each transfer agent to 
comply with Rule 17Ad-10 is approximately 80 hours per year, which 
generates an industry-wide annual burden of approximately 32,080 hours 
(401 times 80 hours). This burden is primarily of a recordkeeping 
nature but also includes a small amount of third-party disclosure. At 
an average staff cost of $50 per hour, the industry-wide internal labor 
cost of compliance (a monetization of the burden hours) is 
approximately $1,604,000 per year (32,080 x $50). In addition, we 
estimate that each transfer agent will incur an annual external cost 
burden of approximately $18,000 resulting from the collection of 
information. Therefore, the total annual external cost on the entire 
transfer agent industry is approximately $7,218,000 ($18,000 times 
401). This cost primarily reflects ongoing computer operations and 
maintenance associated with generating, maintaining, and disclosing or 
providing certain information required by the rule.
    The amount of time any particular transfer agent will devote to 
Rule 17Ad-10 compliance will vary according to the size and scope of 
the transfer agent's business activity. We note, however, that at least 
some of the records, processes, and communications required by Rule 
17Ad-10 would likely be maintained, generated, and used for transfer 
agent business purposes even without the rule.
    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 by 
November 15, 2022.
    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.
    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: 
[email protected].

    Dated: September 12, 2022.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-20020 Filed 9-15-22; 8:45 am]
BILLING CODE 8011-01-P
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