81 FR 15357 - Proposed Collection; Comment Request

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 55 (March 22, 2016)

Page Range		15357-15358
FR Document		2016-06412
Federal Register, Volume 81 Issue 55 (Tuesday, March 22, 2016)
[Federal Register Volume 81, Number 55 (Tuesday, March 22, 2016)]
[Notices]
[Pages 15357-15358]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-06412]


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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-464, OMB Control No. 3235-0527]


Proposed Collection; Comment Request

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

Extension: Rule 7d-2.

    Notice is hereby given that, pursuant to the Paperwork Reduction 
Act of 1995 (44 U.S.C. 3501-3520), 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 for extension and approval.
    In Canada, as in the United States, individuals can invest a 
portion of their earnings in tax-deferred retirement savings accounts 
(``Canadian retirement accounts''). These accounts, which operate in a 
manner similar to individual retirement accounts in the United States, 
encourage retirement savings by permitting savings on a tax-deferred 
basis. Individuals who establish Canadian retirement accounts while 
living and working in Canada and who later move to the United States 
(``Canadian-U.S. Participants'' or ``participants'') often continue to 
hold their retirement assets in their Canadian retirement accounts 
rather than prematurely withdrawing (or ``cashing out'') those assets, 
which would result in immediate taxation in Canada.
    Once in the United States, however, these participants historically 
have been unable to manage their Canadian retirement account 
investments. Most investment companies (``funds'') that are ``qualified 
companies'' for Canadian retirement accounts are not registered under 
the U.S. securities laws. Securities of those unregistered funds, 
therefore, generally cannot be publicly offered and sold in the United 
States without violating the registration requirement of the Investment 
Company Act of 1940 (``Investment Company Act'').\1\ As a result of 
this registration requirement, Canadian-U.S. Participants previously 
were not able to purchase or exchange securities for their Canadian 
retirement accounts as needed to meet their changing investment goals 
or income needs.
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    \1\ 15 U.S.C. 80a. In addition, the offering and selling of 
securities that are not registered pursuant to the Securities Act of 
1933 (``Securities Act'') is generally prohibited by U.S. securities 
laws. 15 U.S.C. 77.
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    The Commission issued a rulemaking in 2000 that enabled Canadian-
U.S. Participants to manage the assets in their Canadian retirement 
accounts by providing relief from the U.S. registration requirements 
for offers of securities of foreign issuers to Canadian-U.S. 
Participants and sales to Canadian retirement accounts.\2\ Rule 7d-2 
under the Investment Company Act \3\ permits foreign funds to offer 
securities to Canadian-U.S. Participants and sell securities to 
Canadian retirement accounts without registering as investment 
companies under the Investment Company Act.
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    \2\ See Offer and Sale of Securities to Canadian Tax-Deferred 
Retirement Savings Accounts, Release Nos. 33-7860, 34-42905, IC-
24491 (June 7, 2000) [65 FR 37672 (June 15, 2000)]. This rulemaking 
also included new rule 237 under the Securities Act, permitting 
securities of foreign issuers to be offered to Canadian-U.S. 
Participants and sold to Canadian retirement accounts without being 
registered under the Securities Act. 17 CFR 230.237.
    \3\ 17 CFR 270.7d-2.
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    Rule 7d-2 contains a ``collection of information'' requirement 
within the meaning of the Paperwork Reduction Act of 1995.\4\ Rule 7d-2 
requires written offering materials for securities offered or sold in 
reliance on that rule to disclose prominently that those securities and 
the fund issuing those securities are not registered with the 
Commission, and that those securities and the fund issuing those 
securities are exempt from registration under U.S. securities laws. 
Rule 7d-2 does not require any documents to be filed with the 
Commission.
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    \4\ 44 U.S.C. 3501-3502.
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    Rule 7d-2 requires written offering documents for securities 
offered or sold in reliance on the rule to disclose prominently that 
the securities are not registered with the Commission and may not be 
offered or sold in the United States unless registered or exempt from

[[Page 15358]]

registration under the U.S. securities laws, and also to disclose 
prominently that the fund that issued the securities is not registered 
with the Commission. The burden under the rule associated with adding 
this disclosure to written offering documents is minimal and is non-
recurring. The foreign issuer, underwriter, or broker-dealer can 
redraft an existing prospectus or other written offering material to 
add this disclosure statement, or may draft a sticker or supplement 
containing this disclosure to be added to existing offering materials. 
In either case, based on discussions with representatives of the 
Canadian fund industry, the staff estimates that it would take an 
average of 10 minutes per document to draft the requisite disclosure 
statement.
    The staff estimates that there are 3,164 publicly offered Canadian 
funds that potentially would rely on the rule to offer securities to 
participants and sell securities to their Canadian retirement accounts 
without registering under the Investment Company Act.\5\ The staff 
estimates that all of these funds have previously relied upon the rule 
and have already made the one-time change to their offering documents 
required to rely on the rule. The staff estimates that 158 (5 percent) 
additional Canadian funds would newly rely on the rule each year to 
offer securities to Canadian-U.S. Participants and sell securities to 
their Canadian retirement accounts, thus incurring the paperwork burden 
required under the rule. The staff estimates that each of those funds, 
on average, distributes 3 different written offering documents 
concerning those securities, for a total of 474 offering documents. The 
staff therefore estimates that 158 respondents would make 474 responses 
by adding the new disclosure statement to 474 written offering 
documents. The staff therefore estimates that the annual burden 
associated with the rule 7d-2 disclosure requirement would be 79 hours 
(474 offering documents x 10 minutes per document). The total annual 
cost of these burden hours is estimated to be $30,020 (79 hours x $380 
per hour of attorney time).\6\
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    \5\ Investment Company Institute, 2015 Investment Company Fact 
Book (2015) at 238, tbl. 66.
    \6\ The Commission's estimate concerning the wage rate for 
attorney time is based on salary information for the securities 
industry compiled by the Securities Industry and Financial Markets 
Association (``SIFMA''). The $380 per hour figure for an attorney is 
from SIFMA's Management & Professional Earnings in the Securities 
Industry 2013, 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, and overhead.
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    These burden hour estimates are based upon the Commission staff's 
experience and discussions with the fund industry. The estimates of 
average burden hours are made solely for the purposes of the Paperwork 
Reduction Act. These estimates are not derived from a comprehensive or 
even a representative survey or study of the costs of Commission rules.
    Compliance with the collection of information requirements of the 
rule is mandatory and is necessary to comply with the requirements of 
the rule in general. 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.
    Written comments are invited 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 burdens 
of the collection of information; (c) ways to enhance the quality, 
utility, and clarity of the information collected; and (d) ways to 
minimize the burdens 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 Pamela Dyson, Chief 
Information Officer, Securities and Exchange Commission, C/O Remi 
Pavlik-Simon, 100 F St. NE., Washington, DC 20549; or send an email to: 
PRA_Mailbox@sec.gov.

    Dated: March 17, 2016.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-06412 Filed 3-21-16; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 81, No. 55 / Tuesday, March 22, 2016 / Notices 15357

treatment of certain materials. It also Request of the United States Postal are ‘‘qualified companies’’ for Canadian
filed supporting financial workpapers. Service to add Global Expedited retirement accounts are not registered
Package Services—Non-Published Rates under the U.S. securities laws.
II. Notice of Commission Action
10 (GEPS—NPR 10) to the Competitive Securities of those unregistered funds,
The Commission establishes Docket Products List, and Notice of Filing therefore, generally cannot be publicly
No. CP2016–125 for consideration of GEPS—NPR 10 Model Contract and offered and sold in the United States
matters raised by the Notice. Application for Non-Public Treatment without violating the registration
The Commission invites comments on of Materials Filed Under Seal. requirement of the Investment Company
whether the Postal Service’s filing is Documents are available at Act of 1940 (‘‘Investment Company
consistent with 39 U.S.C. 3632, 3633, or www.prc.gov, Docket Nos. MC2016–97 Act’’).1 As a result of this registration
3642, 39 CFR part 3015, and 39 CFR and CP2016–122. requirement, Canadian-U.S. Participants
part 3020, subpart B. Comments are due previously were not able to purchase or
no later than March 24, 2016. The Stanley F. Mires,
exchange securities for their Canadian
public portions of the filing can be Attorney, Federal Compliance. retirement accounts as needed to meet
accessed via the Commission’s Web site [FR Doc. 2016–06331 Filed 3–21–16; 8:45 am] their changing investment goals or
(http://www.prc.gov). BILLING CODE 7710–12–P income needs.
The Commission appoints Lyudmila The Commission issued a rulemaking
Y. Bzhilyanskaya to serve as Public in 2000 that enabled Canadian-U.S.
Representative in this docket. SECURITIES AND EXCHANGE Participants to manage the assets in
III. Ordering Paragraphs COMMISSION their Canadian retirement accounts by
[SEC File No. 270–464, OMB Control No. providing relief from the U.S.
It is ordered: registration requirements for offers of
1. The Commission establishes Docket 3235–0527]
securities of foreign issuers to Canadian-
No. CP2016–125 for consideration of the Proposed Collection; Comment U.S. Participants and sales to Canadian
matters raised by the Postal Service’s Request retirement accounts.2 Rule 7d–2 under
Notice. the Investment Company Act 3 permits
2. Pursuant to 39 U.S.C. 505, Upon Written Request, Copy Available foreign funds to offer securities to
Lyudmila Y. Bzhilyanskaya is appointed From: Securities and Exchange Canadian-U.S. Participants and sell
to serve as an officer of the Commission Commission, Office of FOIA Services, securities to Canadian retirement
to represent the interests of the general 100 F Street NE., Washington, DC accounts without registering as
public in this proceeding (Public 20549–2736. investment companies under the
Representative). Extension: Rule 7d–2. Investment Company Act.
3. Comments are due no later than
Notice is hereby given that, pursuant Rule 7d–2 contains a ‘‘collection of
March 24, 2016.
to the Paperwork Reduction Act of 1995 information’’ requirement within the
4. The Secretary shall arrange for
(44 U.S.C. 3501–3520), the Securities meaning of the Paperwork Reduction
publication of this order in the Federal
and Exchange Commission (the Act of 1995.4 Rule 7d–2 requires written
Register.
‘‘Commission’’) is soliciting comments offering materials for securities offered
By the Commission. or sold in reliance on that rule to
on the collection of information
Stacy L. Ruble, summarized below. The Commission disclose prominently that those
Secretary. plans to submit this existing collection securities and the fund issuing those
[FR Doc. 2016–06418 Filed 3–21–16; 8:45 am] of information to the Office of securities are not registered with the
BILLING CODE 7710–FW–P Management and Budget for extension Commission, and that those securities
and approval. and the fund issuing those securities are
In Canada, as in the United States, exempt from registration under U.S.
POSTAL SERVICE individuals can invest a portion of their securities laws. Rule 7d–2 does not
earnings in tax-deferred retirement require any documents to be filed with
International Product Change—Global savings accounts (‘‘Canadian retirement the Commission.
Expedited Package Services—Non- accounts’’). These accounts, which Rule 7d–2 requires written offering
Published Rates operate in a manner similar to documents for securities offered or sold
individual retirement accounts in the in reliance on the rule to disclose
AGENCY: Postal ServiceTM. prominently that the securities are not
United States, encourage retirement
ACTION: Notice. savings by permitting savings on a tax- registered with the Commission and
deferred basis. Individuals who may not be offered or sold in the United
SUMMARY: The Postal Service gives
establish Canadian retirement accounts States unless registered or exempt from
notice of filing a request with the Postal
Regulatory Commission to add Global while living and working in Canada and
1 15 U.S.C. 80a. In addition, the offering and
Expedited Package Services—Non- who later move to the United States
selling of securities that are not registered pursuant
Published Rates 10 (GEPS—NPR 10) to (‘‘Canadian-U.S. Participants’’ or to the Securities Act of 1933 (‘‘Securities Act’’) is
the Competitive Products List. ‘‘participants’’) often continue to hold generally prohibited by U.S. securities laws. 15
DATES: Effective date: March 22, 2016.
their retirement assets in their Canadian U.S.C. 77.
2 See Offer and Sale of Securities to Canadian
retirement accounts rather than
asabaliauskas on DSK3SPTVN1PROD with NOTICES

FOR FURTHER INFORMATION CONTACT: Tax-Deferred Retirement Savings Accounts, Release
prematurely withdrawing (or ‘‘cashing Nos. 33–7860, 34–42905, IC–24491 (June 7, 2000)
Christopher C. Meyerson, 202–268– out’’) those assets, which would result [65 FR 37672 (June 15, 2000)]. This rulemaking also
7820. in immediate taxation in Canada. included new rule 237 under the Securities Act,
SUPPLEMENTARY INFORMATION: The Once in the United States, however, permitting securities of foreign issuers to be offered
to Canadian-U.S. Participants and sold to Canadian
United States Postal Service® hereby these participants historically have been retirement accounts without being registered under
gives notice that, pursuant to 39 U.S.C. unable to manage their Canadian the Securities Act. 17 CFR 230.237.
3642, on March 15, 2016, it filed with retirement account investments. Most 3 17 CFR 270.7d–2.

the Postal Regulatory Commission a investment companies (‘‘funds’’) that 4 44 U.S.C. 3501–3502.

VerDate Sep<11>2014 17:34 Mar 21, 2016 Jkt 238001 PO 00000 Frm 00138 Fmt 4703 Sfmt 4703 E:\FR\FM\22MRN1.SGM 22MRN1
15358 Federal Register / Vol. 81, No. 55 / Tuesday, March 22, 2016 / Notices

registration under the U.S. securities These burden hour estimates are (‘‘Act’’),1 and Rule 19b–4 thereunder,2
laws, and also to disclose prominently based upon the Commission staff’s notice is hereby given that on March 7,
that the fund that issued the securities experience and discussions with the 2016, The NASDAQ Stock Market LLC
is not registered with the Commission. fund industry. The estimates of average (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the
The burden under the rule associated burden hours are made solely for the Securities and Exchange Commission
with adding this disclosure to written purposes of the Paperwork Reduction (‘‘SEC’’ or ‘‘Commission’’) the proposed
offering documents is minimal and is Act. These estimates are not derived rule change as described in Items I, II,
non-recurring. The foreign issuer, from a comprehensive or even a and III, below, which Items have been
underwriter, or broker-dealer can redraft representative survey or study of the prepared by the Exchange. The
an existing prospectus or other written costs of Commission rules. Commission is publishing this notice to
offering material to add this disclosure Compliance with the collection of solicit comments on the proposed rule
statement, or may draft a sticker or information requirements of the rule is change from interested persons.
supplement containing this disclosure mandatory and is necessary to comply I. Self-Regulatory Organization’s
to be added to existing offering with the requirements of the rule in Statement of the Terms of the Substance
materials. In either case, based on general. An agency may not conduct or of the Proposed Rule Change
discussions with representatives of the sponsor, and a person is not required to
Canadian fund industry, the staff respond to a collection of information The Exchange proposes to amend the
estimates that it would take an average unless it displays a currently valid Exchange’s transaction fees at Rules
of 10 minutes per document to draft the control number. 7018(a)(2) and (3) to provide a new
requisite disclosure statement. credit to members for displayed quotes/
Written comments are invited on: (a)
orders (other than Supplemental Orders
The staff estimates that there are 3,164 Whether the collection of information is
or Designated Retail Orders) that
publicly offered Canadian funds that necessary for the proper performance of
provide liquidity in Tape A and B
potentially would rely on the rule to the functions of the Commission,
securities.
offer securities to participants and sell including whether the information has
The text of the proposed rule change
securities to their Canadian retirement practical utility; (b) the accuracy of the
is available on the Exchange’s Web site
accounts without registering under the Commission’s estimate of the burdens of
at http://nasdaq.cchwallstreet.com, at
Investment Company Act.5 The staff the collection of information; (c) ways to
the principal office of the Exchange, and
estimates that all of these funds have enhance the quality, utility, and clarity
at the Commission’s Public Reference
previously relied upon the rule and of the information collected; and (d)
Room.
have already made the one-time change ways to minimize the burdens of the
to their offering documents required to collection of information on II. Self-Regulatory Organization’s
rely on the rule. The staff estimates that respondents, including through the use Statement of the Purpose of, and
158 (5 percent) additional Canadian of automated collection techniques or Statutory Basis for, the Proposed Rule
funds would newly rely on the rule each other forms of information technology. Change
year to offer securities to Canadian-U.S. Consideration will be given to In its filing with the Commission, the
Participants and sell securities to their comments and suggestions submitted in Exchange included statements
Canadian retirement accounts, thus writing within 60 days of this concerning the purpose of and basis for
incurring the paperwork burden publication. the proposed rule change and discussed
required under the rule. The staff Please direct your written comments any comments it received on the
estimates that each of those funds, on to Pamela Dyson, Chief Information proposed rule change. The text of these
average, distributes 3 different written Officer, Securities and Exchange statements may be examined at the
offering documents concerning those Commission, C/O Remi Pavlik-Simon, places specified in Item IV below. The
securities, for a total of 474 offering 100 F St. NE., Washington, DC 20549; or Exchange has prepared summaries, set
documents. The staff therefore estimates send an email to: PRA_Mailbox@ forth in sections A, B, and C below, of
that 158 respondents would make 474 sec.gov. the most significant aspects of such
responses by adding the new disclosure statements.
Dated: March 17, 2016.
statement to 474 written offering
documents. The staff therefore estimates Robert W. Errett, A. Self-Regulatory Organization’s
that the annual burden associated with Deputy Secretary. Statement of the Purpose of, and
the rule 7d–2 disclosure requirement [FR Doc. 2016–06412 Filed 3–21–16; 8:45 am] Statutory Basis for, the Proposed Rule
would be 79 hours (474 offering BILLING CODE 8011–01–P Change
documents × 10 minutes per document). 1. Purpose
The total annual cost of these burden
hours is estimated to be $30,020 (79 SECURITIES AND EXCHANGE The purpose of the proposed rule
hours × $380 per hour of attorney COMMISSION change is to amend Rule 7018(a)(2) and
time).6 (3), concerning the fees and credits
[Release No. 34–77378; File No. SR– provided for the use of the order
5 Investment Company Institute, 2015 Investment NASDAQ–2016–037] execution and routing services of the
Company Fact Book (2015) at 238, tbl. 66. Nasdaq Market Center by members for
Self-Regulatory Organizations; The all securities priced at $1 or more that
asabaliauskas on DSK3SPTVN1PROD with NOTICES

6 The Commission’s estimate concerning the wage

rate for attorney time is based on salary information NASDAQ Stock Market LLC; Notice of it trades. The Exchange is proposing to
for the securities industry compiled by the Filing and Immediate Effectiveness of
Securities Industry and Financial Markets
provide a new credit to members for
Association (‘‘SIFMA’’). The $380 per hour figure Proposed Rule Change To Amend displayed quotes/orders (other than
for an attorney is from SIFMA’s Management & Transaction Fees at Rule 7018(a) Supplemental Orders or Designated
Professional Earnings in the Securities Industry Retail Orders) that provide liquidity in
2013, modified by Commission staff to account for March 16, 2016.
an 1800-hour work-year and multiplied by 5.35 to
account for bonuses, firm size, employee benefits,
Pursuant to section 19(b)(1) of the 1 15 U.S.C. 78s(b)(1).
and overhead. Securities Exchange Act of 1934 2 17 CFR 240.19b–4.

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Document Created: 2018-02-02 15:15:55
Document Modified: 2018-02-02 15:15:55
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		81 FR 15357