Proposed Collection; Comment Request; Extension: Rule 17Ad-11, 95842-95843 [2024-28261]

Download as PDF 95842 Federal Register / Vol. 89, No. 232 / Tuesday, December 3, 2024 / Notices submissions should refer to file number SR–BOX–2024–29 and should be submitted on or before December 24, 2024. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.68 Stephanie J. Fouse, Assistant Secretary. [FR Doc. 2024–28341 Filed 12–2–24; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [SEC File No. 270–136, OMB Control No. 3235–0157] lotter on DSK11XQN23PROD with NOTICES1 Submission for OMB Review; Comment Request; Extension: Form N–8F 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. 3501 et seq.), 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. Form N–8F (17 CFR 274.218) is the form prescribed for use by registered investment companies in certain circumstances to request orders of the Commission declaring that the registration of that investment company cease to be in effect. The form requests information about: (i) the investment company’s identity, (ii) the investment company’s distributions, (iii) the investment company’s assets and liabilities, (iv) the events leading to the request to deregister, and (v) the conclusion of the investment company’s business. The information is needed by the Commission to determine whether an order of deregistration is appropriate. The Form takes approximately 5.2 hours on average to complete. It is estimated that approximately 101 investment companies file Form N–8F annually, so the total annual burden for the form is estimated to be approximately 525 hours. 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. Commission staff continues to believe 68 17 CFR 200.30–3(a)(12), (59). VerDate Sep<11>2014 17:09 Dec 02, 2024 Jkt 265001 that there is no cost burden for completing and filing Form N–8F. The collection of information on Form N–8F is not mandatory. The information provided on Form N–8F is not 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. The 30-day public comment period for this information collection request opens on December 4, 2024 and closes on January 3, 2025. The public may view the full information request and submit comments at https:// www.reginfo.gov/public/do/ PRAViewICR?ref_nbr=202408-3235-028 or email comments to MBX.OMB.OIRA.SEC_desk_officer@ omb.eop.gov. Dated: November 26, 2024. Sherry R. Haywood, Assistant Secretary. [FR Doc. 2024–28260 Filed 12–2–24; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [SEC File No. 270–261, OMB Control No. 3235–0274] Proposed Collection; Comment Request; Extension: Rule 17Ad–11 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–11 (17 CFR 240.17Ad–11), 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–11 requires every registered recordkeeping transfer agent to report certain information to issuers and its appropriate regulatory agency in the event that the aggregate market value of an ‘‘aged record difference’’ exceeds certain thresholds. A ‘‘record difference’’ occurs when the number of shares or principal dollar amount of securities in an issuer’s records do not equal those in the master securityholder file as indicated, for instance, on certificates presented to the transfer agent for purchase, redemption, or PO 00000 Frm 00111 Fmt 4703 Sfmt 4703 transfer. An ‘‘aged record difference’’ is a record difference that has existed for more than 30 calendar days. In addition, the rule requires every registered recordkeeping transfer agent to report certain information to issuers and its appropriate regulatory agency concerning buy-ins of all issues for which it acts as recordkeeping transfer agent. Further, the rule requires every registered recordkeeping transfer agent to report to its appropriate regulatory agency when it has failed to post certificate detail to the master securityholder file within five business days of the time required by Rule 17Ad– 10 (17 CFR 240.17Ad–10). Transfer agents must also maintain a copy of any report required under Rule 17Ad–11 for a period of not less than three years following the date of the report, the first year in an easily accessible place. Because the information required by Rule 17Ad–11 is already available to transfer agents, any collection burden for small transfer agents is minimal. Based on a review of the number of Rule 17Ad–11 reports the Commission, the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation (collectively, the ‘‘appropriate regulatory agencies’’) received since 2019, the Commission staff estimates that 8 respondents will file a total of approximately 1 report annually. The Commission staff estimates that, on average, each report can be completed in 30 minutes. Therefore, the total annual time burden for the entire transfer agent industry is approximately .5 hours (0.5 hours × 1 report). Assuming an average hourly rate of $78 for a compliance staff employee at a transfer agent, the average total internal cost of compliance for each report is $39. The total annual internal cost of compliance for the estimated 8 respondents is thus approximately $39 ($39 per report × 1 report). The retention period for the recordkeeping requirement under Rule 17Ad–11 is not less than three years following the date of a report prepared pursuant to the rule. The recordkeeping requirement under Rule 17Ad–11 is mandatory to assist the Commission and other regulatory agencies in monitoring transfer agents who are not performing their functions promptly and accurately. This rule does not involve the collection of confidential information. 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; E:\FR\FM\03DEN1.SGM 03DEN1 Federal Register / Vol. 89, No. 232 / Tuesday, December 3, 2024 / Notices (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 February 3, 2025. 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: Austin Gerig, Director/Chief Data Officer, Securities and Exchange Commission, c/o Tanya Ruttenberg, 100 F Street NE, Washington, DC 20549, or send an email to: PRA_Mailbox@ sec.gov. Dated: November 26, 2024. Sherry R. Haywood, Assistant Secretary. [FR Doc. 2024–28261 Filed 12–2–24; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–101764; File Nos. SR–DTC– 2024–009; SR–FICC–2024–010; SR–NSCC– 2024–006] Self-Regulatory Organizations; National Securities Clearing Corporation; The Depository Trust Company; Fixed Income Clearing Corporation; Order Approving Proposed Rule Change To Adopt the Clearing Agency Framework for Certain Requirements on Governance and Conflicts of Interest lotter on DSK11XQN23PROD with NOTICES1 November 26, 2024. I. Introduction On August 15, 2024, National Securities Clearing Corporation (‘‘NSCC’’), The Depository Trust Company (‘‘DTC’’), and Fixed Income Clearing Corporation (‘‘FICC,’’ each a subsidiary of The Depository Trust & Clearing Corporation (‘‘DTCC’’) and each a ‘‘Clearing Agency,’’ and collectively, the ‘‘Clearing Agencies’’), filed with the Securities and Exchange Commission (‘‘Commission’’) proposed rule changes SR–NSCC–2024–006, SR– DTC–2024–009, and SR–FICC–2024– 010, respectively, pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 1 15 U.S.C. 78s(b)(1). VerDate Sep<11>2014 17:09 Dec 02, 2024 Jkt 265001 thereunder (‘‘Proposed Rule Changes’’).2 The Proposed Rule Changes were published for comment in the Federal Register on September 3, 2024.3 The Commission has received no comments on the changes proposed. For the reasons discussed below, the Commission is approving the Proposed Rule Changes. II. Background On November 16, 2023, the Commission adopted rules under the Act to improve the governance of clearing agencies registered with the Commission (‘‘registered clearing agencies’’) by reducing the likelihood that conflicts of interest may influence the board of directors or equivalent governing body (‘‘board’’) of a registered clearing agency.4 The rules identify certain responsibilities of the Board, increase transparency into board governance, and, more generally, improve the alignment of incentives among owners and participants of a registered clearing agency. The Commission adopted 17 CFR 240.17ad– 25 (‘‘Rule 17Ad–25’’) under the Act to establish these new requirements for board governance and for the management of conflicts of interest by registered clearing agencies. The Proposed Rule Changes would adopt a new framework entitled the ‘‘Clearing Agency Framework for Certain Requirements on Governance and Conflicts of Interest’’ (‘‘Framework’’) to outline the way in which the Clearing Agencies and their Boards of Directors (‘‘Boards’’) comply with certain sections of Rule 17Ad–25,5 specifically subsections (g), (h), (i), and (j).6 III. Description of the Proposed Rule Change A. Section 1 and Section 2: Executive Summary and Framework Ownership and Change Management Section 1 of the Proposed Rule Changes constitutes the executive 2 17 CFR 240.19b–4. Securities Exchange Act Release No. 100841 (Aug. 27, 2024), 89 FR 71646 (Sep. 3, 2024) (File No. SR–NSCC–2024–006) (‘‘NSCC Notice of Filing’’); Securities Exchange Act Release No. 100842 (Aug. 27, 2024), 89 FR 71597 (Sep. 3, 2024) (File No. SR–DTC–2024–009) (‘‘DTC Notice of Filing’’); Securities Exchange Act Release No. 100843 (Aug. 27, 2024), 89 FR 71593 (Sep. 3, 2024) (File No. SR–FICC–2024–010) (‘‘FICC Notice of Filing’’). 4 See Clearing Agency Governance and Conflicts of Interest, Exchange Act Release No. 98959 (Nov. 16, 2023), 88 FR 84454 (Dec. 5, 2023) (S7–21–22). 5 See NSCC Notice of Filing, 89 FR 71646; DTC Notice of Filing, 89 FR 71598; and FICC Notice of Filing, 89 FR 71594, all at note 3 supra. 6 See 17 CFR 240.17ad–25(g), (h), (i) and (j). 3 See PO 00000 Frm 00112 Fmt 4703 Sfmt 4703 95843 summary. Section 1 states that the Framework provides an outline for the way in which the Clearing Agencies and their Boards comply with the requirements of Rule 17Ad–25(g), (h), (i), and (j). It also states that the Clearing Agencies may develop policies, procedures, and other supplemental documentation to support execution of the Framework, and that, in the event of a conflict between this Framework and such other supplemental documentation, the Framework shall prevail. Section 1 further states that individuals elected to the DTCC Board of Directors are also elected to the Boards of each of the Clearing Agencies, and that the Framework is applicable to the directors of each of the Clearing Agencies and DTCC separately with respect to their role on each Board. Section 2 of the Proposed Rule Changes covers Framework ownership and change management. The Framework would be owned and managed within the DTCC General Counsel’s Office by an officer on behalf of each Clearing Agency. Section 2 states that any changes to the Framework shall be approved by either: (1) the Boards; (2) such Board committees as may be delegated authority by the Boards from time to time pursuant to their charters; or, (3) the General Counsel or Deputy General Counsels of the Clearing Agencies, pursuant to authority delegated by the Boards and with the advice and direction of the Framework owner. Section 2 also states that the Framework would be reviewed and approved annually by the Boards or duly authorized committees of the Boards. B. Section 3: Conflicts of Interest Section 3 of the Proposed Rules Changes describes how the Clearing Agencies comply with sections (g) and (h) of Rule 17ad–25. Rule 17Ad–25(g) requires each registered clearing agency to establish, implement, maintain and enforce written policies and procedures reasonably designed to identify and document, and mitigate or eliminate existing or potential conflicts of interest in the decision-making process of the directors or senior managers of the registered clearing agency.7 Rule 17ad– 25(h) requires each registered clearing agency to establish, implement, maintain and enforce written policies and procedures reasonably designed to require a director of a registered clearing agency to document and inform the registered clearing agency promptly of the existence of any relationship or interest that could reasonably affect the 7 See E:\FR\FM\03DEN1.SGM 17 CFR 240.17ad–25(g). 03DEN1

Agencies

[Federal Register Volume 89, Number 232 (Tuesday, December 3, 2024)]
[Notices]
[Pages 95842-95843]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-28261]


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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-261, OMB Control No. 3235-0274]


Proposed Collection; Comment Request; Extension: Rule 17Ad-11

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-11 (17 CFR 
240.17Ad-11), 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-11 requires every registered recordkeeping transfer agent 
to report certain information to issuers and its appropriate regulatory 
agency in the event that the aggregate market value of an ``aged record 
difference'' exceeds certain thresholds. A ``record difference'' occurs 
when the number of shares or principal dollar amount of securities in 
an issuer's records do not equal those in the master securityholder 
file as indicated, for instance, on certificates presented to the 
transfer agent for purchase, redemption, or transfer. An ``aged record 
difference'' is a record difference that has existed for more than 30 
calendar days. In addition, the rule requires every registered 
recordkeeping transfer agent to report certain information to issuers 
and its appropriate regulatory agency concerning buy-ins of all issues 
for which it acts as recordkeeping transfer agent. Further, the rule 
requires every registered recordkeeping transfer agent to report to its 
appropriate regulatory agency when it has failed to post certificate 
detail to the master securityholder file within five business days of 
the time required by Rule 17Ad-10 (17 CFR 240.17Ad-10). Transfer agents 
must also maintain a copy of any report required under Rule 17Ad-11 for 
a period of not less than three years following the date of the report, 
the first year in an easily accessible place.
    Because the information required by Rule 17Ad-11 is already 
available to transfer agents, any collection burden for small transfer 
agents is minimal. Based on a review of the number of Rule 17Ad-11 
reports the Commission, the Comptroller of the Currency, the Board of 
Governors of the Federal Reserve System, and the Federal Deposit 
Insurance Corporation (collectively, the ``appropriate regulatory 
agencies'') received since 2019, the Commission staff estimates that 8 
respondents will file a total of approximately 1 report annually. The 
Commission staff estimates that, on average, each report can be 
completed in 30 minutes. Therefore, the total annual time burden for 
the entire transfer agent industry is approximately .5 hours (0.5 hours 
x 1 report). Assuming an average hourly rate of $78 for a compliance 
staff employee at a transfer agent, the average total internal cost of 
compliance for each report is $39. The total annual internal cost of 
compliance for the estimated 8 respondents is thus approximately $39 
($39 per report x 1 report).
    The retention period for the recordkeeping requirement under Rule 
17Ad-11 is not less than three years following the date of a report 
prepared pursuant to the rule. The recordkeeping requirement under Rule 
17Ad-11 is mandatory to assist the Commission and other regulatory 
agencies in monitoring transfer agents who are not performing their 
functions promptly and accurately. This rule does not involve the 
collection of confidential information.
    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;

[[Page 95843]]

(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 February 3, 2025.
    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: Austin Gerig, Director/
Chief Data Officer, Securities and Exchange Commission, c/o Tanya 
Ruttenberg, 100 F Street NE, Washington, DC 20549, or send an email to: 
[email protected].

    Dated: November 26, 2024.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-28261 Filed 12-2-24; 8:45 am]
BILLING CODE 8011-01-P
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