80 FR 13946 - Submission for OMB Review; Comment Request

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 51 (March 17, 2015)

Page Range		13946-13947
FR Document		2015-05982
Federal Register, Volume 80 Issue 51 (Tuesday, March 17, 2015)
[Federal Register Volume 80, Number 51 (Tuesday, March 17, 2015)]
[Notices]
[Pages 13946-13947]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-05982]


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SECURITIES AND EXCHANGE COMMISSION


Submission for OMB Review; Comment Request

Upon Written Request, Copies Available From: U.S. Securities and 
Exchange Commission, Office of FOIA Services, 100 F Street NE., 
Washington, DC 20549-2736.

Extension:
    Reports of Evidence of Material Violations. SEC File No. 270-
514, OMB Control No. 3235-0572.

    Notice is hereby given that pursuant to the Paperwork Reduction Act 
(PRA) of 1995, 44 U.S.C. Sections 3501-3520, the Securities and 
Exchange Commission (``Commission'') is soliciting comments on the 
collection of information summarized below. The Commission plans to 
submit the existing collection of information to the Office of 
Management and Budget for extension of the previously approved 
collection of information discussed below.
    On February 6, 2003, the Commission published final rules, 
effective August 5, 2003, entitled ``Standards of Professional Conduct 
for Attorneys Appearing and Practicing Before the Commission in the 
Representation of an Issuer'' (17 CFR 205.1-205.7). The information 
collection embedded in the rules is necessary to implement the 
Standards of Professional Conduct for Attorneys prescribed by the rule 
and required by Section 307 of the Sarbanes-Oxley Act of 2002 (15 
U.S.C. 7245). The rules impose an ``up-the-ladder'' reporting 
requirement when attorneys appearing and practicing before the 
Commission become aware of evidence of a material violation by the 
issuer or any officer, director, employee, or agent of the issuer. An 
issuer may choose to establish a qualified legal compliance committee 
(``QLCC'') as an alternative procedure for reporting evidence of a 
material violation. In the rare cases in which a majority of a QLCC has 
concluded that an issuer did not act appropriately, the QLCC may 
communicate that information to the Commission. The collection of 
information is, therefore, an important component of the Commission's 
program to discourage violations of the federal securities laws and 
promote ethical behavior of attorneys appearing and practicing before 
the Commission.
    The respondents to this collection of information are attorneys who 
appear and practice before the Commission and, in certain cases, the 
issuer, and/or officers, directors and committees of the issuer. In 
providing quality representation to issuers, attorneys may report 
evidence of violations to others within the issuer, including the Chief 
Legal Officer, the Chief Executive Officer, and, where necessary, the 
directors. In addition, officers and directors investigate evidence of 
violations and report within the issuer the results of the 
investigation and the remedial steps they have taken or sanctions they 
have imposed. Except as discussed below, we believe that the reporting 
requirements imposed by the rule are ``usual and customary'' activities 
that do not add to the burden that would be imposed by the collection 
of information.
    Certain aspects of the collection of information, however, may 
impose a burden. For an issuer to establish a QLCC, the QLCC must adopt 
written procedures for the confidential receipt, retention, and 
consideration of any report of evidence of a material violation. We 
estimate for purposes of the PRA that there are approximately 11,396 
issuers that are subject to the rules.\1\ Of these, we estimate that 
approximately 3.3 percent, or 373, have established or will establish a 
QLCC.\2\ Establishing the written procedures required by the rule 
should not impose a significant burden. We assume that an issuer would 
incur a greater burden in the year that it first establishes the 
procedures than in subsequent years, in which the burden would be 
incurred in updating, reviewing, or modifying the procedures. For 
purposes of the PRA, we assume that an issuer would spend 6 hours every 
three-year period on the procedures. This would result in an average 
burden of 2 hours per year. Thus, we estimate for purposes of the PRA 
that the total annual burden imposed by the collection of information 
would be 746 hours. Assuming half of the burden hours will be incurred 
by outside counsel at a rate of $500 per hour would result in a cost of 
$186,500.
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    \1\ This figure is based on the estimated 8,145 operating 
companies that filed annual reports on Form 10-K, Form 20-F, or Form 
40-F during the 2013 fiscal year (the most recent data currently 
available), and the estimated 3,251 investment companies that filed 
periodic reports on Form N-SAR between June 1, 2013 and May 31, 2014 
(the most recent data currently available).
    \2\ This estimate is based on the issuer-filings made with the 
Commission during the past three years that include a reference to 
the issuer's QLCC.
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    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. 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 requested 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 burden[s] 
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.
    The public may view the background documentation for this 
information collection at the following Web site, www.reginfo.gov . 
Comments should be directed: (i) to 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) to Pamela Dyson, Director/Chief 
Information Officer, Securities and Exchange Commission, c/o Remi 
Pavlik-Simon, 100 F St. NE., Washington, DC 20549 or by sending an 
email to

[[Page 13947]]

[email protected]. Comments must be submitted to OMB within 30 days 
of this notice.

    Dated: March 10, 2015.
Brent J. Fields,
Secretary.
[FR Doc. 2015-05982 Filed 3-16-15; 8:45 am]
 BILLING CODE 8011-01-P
13946 Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices

those that may be withheld from the Standards of Professional Conduct for established or will establish a QLCC.2
public in accordance with the Attorneys prescribed by the rule and Establishing the written procedures
provisions of 5 U.S.C. 552, will be required by Section 307 of the Sarbanes- required by the rule should not impose
available for Web site viewing and Oxley Act of 2002 (15 U.S.C. 7245). The a significant burden. We assume that an
printing in the Commission’s Public rules impose an ‘‘up-the-ladder’’ issuer would incur a greater burden in
Reference Room, 100 F Street NE., reporting requirement when attorneys the year that it first establishes the
Washington, DC 20549, on official appearing and practicing before the procedures than in subsequent years, in
business days between the hours of Commission become aware of evidence which the burden would be incurred in
10:00 a.m. and 3:00 p.m. Copies of the of a material violation by the issuer or updating, reviewing, or modifying the
filing also will be available for any officer, director, employee, or agent procedures. For purposes of the PRA,
inspection and copying at the principal of the issuer. An issuer may choose to we assume that an issuer would spend
office of the Exchange. All comments establish a qualified legal compliance 6 hours every three-year period on the
received will be posted without change; committee (‘‘QLCC’’) as an alternative procedures. This would result in an
the Commission does not edit personal procedure for reporting evidence of a average burden of 2 hours per year.
identifying information from material violation. In the rare cases in Thus, we estimate for purposes of the
submissions. You should submit only which a majority of a QLCC has PRA that the total annual burden
information that you wish to make concluded that an issuer did not act imposed by the collection of
available publicly. All submissions appropriately, the QLCC may information would be 746 hours.
should refer to File Number SR– communicate that information to the Assuming half of the burden hours will
NASDAQ–2015–019 and should be Commission. The collection of be incurred by outside counsel at a rate
submitted on or before April 7, 2015. information is, therefore, an important of $500 per hour would result in a cost
For the Commission, by the Division of component of the Commission’s of $186,500.
Trading and Markets, pursuant to delegated program to discourage violations of the The estimate of average burden hours
authority.22 federal securities laws and promote is made solely for the purposes of the
Brent J. Fields, ethical behavior of attorneys appearing Paperwork Reduction Act, and is not
Secretary. and practicing before the Commission. derived from a comprehensive or even
[FR Doc. 2015–06018 Filed 3–16–15; 8:45 am]
The respondents to this collection of a representative survey or study. An
information are attorneys who appear agency may not conduct or sponsor, and
BILLING CODE 8011–01–P
and practice before the Commission a person is not required to respond to,
and, in certain cases, the issuer, and/or a collection of information unless it
SECURITIES AND EXCHANGE officers, directors and committees of the displays a currently valid OMB control
COMMISSION issuer. In providing quality number.
representation to issuers, attorneys may Written comments are requested on:
Submission for OMB Review; report evidence of violations to others (a) Whether the collection of
Comment Request within the issuer, including the Chief information is necessary for the proper
Legal Officer, the Chief Executive performance of the functions of the
Upon Written Request, Copies Available
Officer, and, where necessary, the Commission, including whether the
From: U.S. Securities and Exchange
directors. In addition, officers and information has practical utility; (b) the
Commission, Office of FOIA Services,
directors investigate evidence of accuracy of the Commission’s estimate
100 F Street NE., Washington, DC
violations and report within the issuer of the burden[s] of the collection of
20549–2736.
the results of the investigation and the information; (c) ways to enhance the
Extension: remedial steps they have taken or quality, utility, and clarity of the
Reports of Evidence of Material Violations. sanctions they have imposed. Except as information collected; and (d) ways to
SEC File No. 270–514, OMB Control No.
3235–0572.
discussed below, we believe that the minimize the burden of the collection of
reporting requirements imposed by the information on respondents, including
Notice is hereby given that pursuant rule are ‘‘usual and customary’’ through the use of automated collection
to the Paperwork Reduction Act (PRA) activities that do not add to the burden techniques or other forms of information
of 1995, 44 U.S.C. Sections 3501–3520, that would be imposed by the collection technology.
the Securities and Exchange of information. The public may view the background
Commission (‘‘Commission’’) is Certain aspects of the collection of documentation for this information
soliciting comments on the collection of information, however, may impose a collection at the following Web site,
information summarized below. The burden. For an issuer to establish a www.reginfo.gov . Comments should be
Commission plans to submit the QLCC, the QLCC must adopt written directed: (i) to Desk Officer for the
existing collection of information to the procedures for the confidential receipt, Securities and Exchange Commission,
Office of Management and Budget for retention, and consideration of any Office of Information and Regulatory
extension of the previously approved report of evidence of a material Affairs, Office of Management and
collection of information discussed violation. We estimate for purposes of Budget, Room 10102, New Executive
below. the PRA that there are approximately Office Building, Washington, DC 20503
On February 6, 2003, the Commission 11,396 issuers that are subject to the or by sending an email to:
published final rules, effective August 5, rules.1 Of these, we estimate that Shagufta_Ahmed@omb.eop.gov; and (ii)
2003, entitled ‘‘Standards of approximately 3.3 percent, or 373, have to Pamela Dyson, Director/Chief
mstockstill on DSK4VPTVN1PROD with NOTICES

Professional Conduct for Attorneys Information Officer, Securities and
Appearing and Practicing Before the 1 This figure is based on the estimated 8,145
Exchange Commission, c/o Remi Pavlik-
Commission in the Representation of an operating companies that filed annual reports on Simon, 100 F St. NE., Washington, DC
Issuer’’ (17 CFR 205.1–205.7). The Form 10–K, Form 20–F, or Form 40–F during the
20549 or by sending an email to
information collection embedded in the 2013 fiscal year (the most recent data currently
available), and the estimated 3,251 investment
rules is necessary to implement the companies that filed periodic reports on Form N– 2 This estimate is based on the issuer-filings made

SAR between June 1, 2013 and May 31, 2014 (the with the Commission during the past three years
22 17 CFR 200.30–3(a)(12). most recent data currently available). that include a reference to the issuer’s QLCC.

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Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices 13947

PRA_Mailbox@sec.gov. Comments must prospectus and advertising literature the therefore impose a total burden of 654
be submitted to OMB within 30 days of amount of any administrative or hours on all funds.2 The total number of
this notice. redemption fee imposed on an exchange respondents is 490, each responding
Dated: March 10, 2015. transaction, (ii) if the fund imposes an once a year.3 The burdens associated
Brent J. Fields,
administrative fee on exchange with the disclosure requirement of the
transactions, other than a nominal one, rule are accounted for in the burdens
Secretary.
to maintain and preserve records with associated with the Form N–1A
[FR Doc. 2015–05982 Filed 3–16–15; 8:45 am] respect to the actual costs incurred in registration statement for funds.
BILLING CODE 8011–01–P connection with exchanges for at least The estimate of average burden hours
six years, and (iii) give the fund’s is made solely for the purposes of the
shareholders a sixty day notice of a Paperwork Reduction Act, and is not
SECURITIES AND EXCHANGE termination of an exchange offer or any derived from a comprehensive or even
COMMISSION material amendment to the terms of an a representative survey or study of the
exchange offer (unless the only material costs of Commission rules and forms.
Submission for OMB Review;
effect of an amendment is to reduce or An agency may not conduct or sponsor,
Comment Request
eliminate an administrative fee, sales and a person is not required to respond
Upon Written Request, Copies Available load or redemption fee payable at the to, a collection of information unless it
From: Securities and Exchange time of an exchange). displays a currently valid control
Commission, Office of FOIA Services, The rule’s requirements are designed number.
100 F Street NE., Washington, DC to protect investors against abuses The public may view the background
20549–2736. associated with exchange offers, provide documentation for this information
fund shareholders with information collection at the following Web site,
Extension:
Rule 11a–3. SEC File No. 270-321, OMB necessary to evaluate exchange offers www.reginfo.gov. Comments should be
Control No. 3235–0358. and certain material changes in the directed to: (i) Desk Officer for the
terms of exchange offers, and enable the Securities and Exchange Commission,
Notice is hereby given that pursuant Commission staff to monitor funds’ use Office of Information and Regulatory
to the Paperwork Reduction Act of 1995 of administrative fees charged in Affairs, Office of Management and
(44 U.S.C. 3501–3520), the Securities connection with exchange transactions. Budget, Room 10102, New Executive
and Exchange Commission (the The staff estimates that there are Office Building, Washington, DC 20503,
‘‘Commission’’) has submitted to the approximately 1,633 active open-end or by sending an email to: Shagufta_
Office of Management and Budget a investment companies registered with Ahmed@omb.eop.gov; and (ii) Pamela
request for extension of the previously the Commission as of March 2014. The Dyson, Director/Chief Information
approved collection of information staff estimates that 25 percent (or 408) Officer, Securities and Exchange
discussed below. of these funds impose a non-nominal
Section 11(a) of the Investment Commission, c/o Remi Pavlik-Simon,
administrative fee on exchange 100 F Street NE., Washington, DC 20549
Company Act of 1940 (‘‘Act’’) (15 U.S.C. transactions. The staff estimates that the
80a–11(a)) provides that it is unlawful or send an email to: PRA_Mailbox@
recordkeeping requirement of the rule sec.gov. Comments must be submitted to
for a registered open-end investment requires approximately 1 hour annually
company (‘‘fund’’) or its underwriter to OMB within 30 days of this notice.
of clerical time per fund, for a total of
make an offer to the fund’s shareholders 408 hours for all funds. Dated: March 10, 2015.
or the shareholders of any other fund to The staff estimates that 5 percent of Brent J. Fields,
exchange the fund’s securities for these 1,633 funds (or 82) terminate an Secretary.
securities of the same or another fund exchange offer or make a material [FR Doc. 2015–05985 Filed 3–16–15; 8:45 am]
on any basis other than the relative net change to the terms of their exchange BILLING CODE 8011–01–P
asset values (‘‘NAVs’’) of the respective offer each year, requiring the fund to
securities to be exchanged, ‘‘unless the comply with the notice requirement of
terms of the offer have first been the rule. The staff estimates that DEPARTMENT OF TRANSPORTATION
submitted to and approved by the complying with the notice requirement
Commission or are in accordance with of the rule requires approximately 1 Federal Highway Administration
such rules and regulations as the hour of attorney time and 2 hours of
Commission may have prescribed in clerical time per fund, for a total of Notice of Final Federal Agency Actions
respect of such offers.’’ Section 11(a) approximately 246 hours for all funds to on Proposed Highway in California
was designed to prevent ‘‘switching,’’ comply with the notice requirement.1 AGENCY: Federal Highway
the practice of inducing shareholders of The staff estimates that such notices Administration (FHWA), DOT.
one fund to exchange their shares for will be enclosed with other written
ACTION: Notice of Limitation on Claims
the shares of another fund for the materials sent to shareholders, such as
for Judicial Review of Actions by the
purpose of exacting additional sales annual shareholder reports or account
California Department of Transportation
charges. statements, and therefore any burdens
(Caltrans), pursuant to 23 U.S.C. 327,
Rule 11a–3 (17 CFR 270.11a–3) under associated with mailing required notices
and U.S. Fish and Wildlife Service.
the Act of 1940 is an exemptive rule that are accounted for in the burdens
permits open-end investment associated with Form N–1A registration SUMMARY: The FHWA, on behalf of
mstockstill on DSK4VPTVN1PROD with NOTICES

companies (‘‘funds’’), other than statements for funds. The recordkeeping Caltrans, is issuing this notice to
insurance company separate accounts, and notice requirements together
and funds’ principal underwriters, to 2 This estimate is based on the following

make certain exchange offers to fund 1 This estimate is based on the following calculations: (246 (notice hours) + 408
shareholders and shareholders of other calculations: (1,633 (funds) × 0.05% = 82 funds); (recordkeeping hours) = 654 total hours).
(82 × 1 (attorney hour) = 82 total attorney hours); 3 This estimate is based on the following
funds in the same group of investment (82 (funds) × 2 (clerical hours) = 164 total clerical calculation: (408 funds responding to recordkeeping
companies. The rule requires a fund, hours); (82 (attorney hours) + 164 (clerical hours) requirement + 82 funds responding to notice
among other things, (i) to disclose in its = 246 total hours). requirement = 490 total respondents).

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Document Created: 2015-12-18 12:01:25
Document Modified: 2015-12-18 12:01:25
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		80 FR 13946