81 FR 62783 - Submission for OMB Review; Comment Request
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 176 (September 12, 2016)
Federal Register Volume 81, Issue 176 (September 12, 2016)
| Page Range | 62783-62784 | |
| FR Document | 2016-21795 |
[Federal Register Volume 81, Number 176 (Monday, September 12, 2016)] [Notices] [Pages 62783-62784] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-21795] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Submission for OMB Review; Comment Request Upon Written Request Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE., Washington, DC 20549-2736 Extension: Rule 237, SEC File No. 270-465, OMB Control No. 3235-0528 Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 350l-3520), the Securities and Exchange Commission (the ``Commission'') has submitted to the Office of Management and Budget a request for extension and approval of the collection of information discussed below. 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 securities that are ``qualified investments'' for Canadian retirement accounts are not registered under the U.S. securities laws. Those securities, therefore, generally cannot be publicly offered and sold in the United States without violating the registration requirement of the Securities Act of 1933 (``Securities 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. --------------------------------------------------------------------------- \1\ 15 U.S.C. 77. In addition, the offering and selling of securities of investment companies (``funds'') that are not registered pursuant to the Investment Company Act of 1940 (``Investment Company Act'') is generally prohibited by U.S. securities laws. 15 U.S.C. 80a. --------------------------------------------------------------------------- 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 237 under the Securities Act \3\ permits securities of foreign issuers, including securities of foreign funds, to be offered to Canadian-U.S. Participants and sold to their Canadian retirement accounts without being registered under the Securities Act. --------------------------------------------------------------------------- \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 7d-2 under the Investment Company Act, permitting 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. 17 CFR 270.7d-2. \3\ 17 CFR 230.237. --------------------------------------------------------------------------- Rule 237 requires written offering documents for securities offered and sold in reliance on the rule to disclose prominently that the securities are not registered with the Commission and are exempt from registration under the U.S. securities laws. 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 Commission understands that there are approximately 3,619 Canadian issuers other than funds that may rely on rule 237 to make an initial public offering of their securities to Canadian-U.S. Participants.\4\ The staff estimates that in any given year approximately 36 (or 1 percent) of those issuers are likely to rely on rule 237 to make a public offering of their securities to participants, and that each of those 36 issuers, on average, distributes 3 different written offering documents concerning those securities, for a total of 108 offering documents. --------------------------------------------------------------------------- \4\ This estimate is based on the following calculation: 3,520 equity issuers (as of April 2016) + 99 bond issuers (as of April 2016) = 3,619 total issuers (as of April 2016). See World Federation of Exchanges, Monthly Reports, available at http://www.world-exchanges.org/home/index.php/statistics/monthly-reports (providing number of equity issuers listed on Canada's Toronto Stock Exchange). After 2009, the World Federation of Exchanges ceased reporting the number of fixed-income issuers on Canada's Toronto Stock Exchange. The number of fixed-income issuers as of April 2016 is based on the ratio of the number of fixed-income issuers listed on Canada's Toronto Stock Exchange in 2009 (111) relative to the number of bonds listed on that exchange in that year (178) multiplied against the number of bonds listed on that exchange as of April 2016 (159): (111/178) x 159 = 99. --------------------------------------------------------------------------- The staff therefore estimates that during each year that rule 237 is in effect, approximately 36 respondents \5\ would be required to make 108 responses by adding the new disclosure statements to approximately 108 written offering documents. Thus, the staff estimates that the total annual burden associated with the rule 237 disclosure requirement would be approximately 18 hours (108 offering documents x 10 minutes per document). The total annual cost of burden hours is estimated to be $6,840 (18 hours x $380 per hour of attorney time).\6\ --------------------------------------------------------------------------- \5\ This estimate of respondents only includes foreign issuers. The number of respondents would be greater if foreign underwriters or broker-dealers draft stickers or supplements to add the required disclosure to existing offering documents. \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. --------------------------------------------------------------------------- In addition, issuers from foreign countries other than Canada could rely on rule 237 to offer securities to Canadian-U.S. Participants and sell securities to their accounts without becoming subject to the registration requirements of the Securities Act. However, the staff believes that the number of issuers from other countries that rely on rule 237, and that therefore are required to comply with the offering document disclosure requirements, is negligible. 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 [[Page 62784]] 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. The public may view the background documentation for this information collection at the following Web site, 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) Pamela Dyson, Director/Chief Information Officer, Securities and Exchange Commission, c/o Remi Pavlik-Simon, 100 F Street NE., Washington, DC 20549 or send an email to: [email protected]. Comments must be submitted to OMB within 30 days of this notice. Dated: September 6, 2016. Robert W. Errett, Deputy Secretary. [FR Doc. 2016-21795 Filed 9-9-16; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 81, No. 176 / Monday, September 12, 2016 / Notices 62783
For the Commission, by the Division of this registration requirement, Canadian- that in any given year approximately 36
Trading and Markets, pursuant to delegated U.S. Participants previously were not (or 1 percent) of those issuers are likely
authority.16 able to purchase or exchange securities to rely on rule 237 to make a public
Robert W. Errett, for their Canadian retirement accounts offering of their securities to
Deputy Secretary. as needed to meet their changing participants, and that each of those 36
[FR Doc. 2016–21800 Filed 9–9–16; 8:45 am] investment goals or income needs. issuers, on average, distributes 3
BILLING CODE 8011–01–P The Commission issued a rulemaking different written offering documents
in 2000 that enabled Canadian-U.S. concerning those securities, for a total of
Participants to manage the assets in 108 offering documents.
SECURITIES AND EXCHANGE their Canadian retirement accounts by The staff therefore estimates that
COMMISSION providing relief from the U.S. during each year that rule 237 is in
registration requirements for offers of effect, approximately 36 respondents 5
Submission for OMB Review; securities of foreign issuers to Canadian- would be required to make 108
Comment Request U.S. Participants and sales to Canadian responses by adding the new disclosure
retirement accounts.2 Rule 237 under statements to approximately 108 written
Upon Written Request Copies Available
the Securities Act 3 permits securities of offering documents. Thus, the staff
From: Securities and Exchange
foreign issuers, including securities of estimates that the total annual burden
Commission, Office of FOIA Services,
foreign funds, to be offered to Canadian- associated with the rule 237 disclosure
100 F Street NE., Washington, DC
U.S. Participants and sold to their requirement would be approximately 18
20549–2736
Canadian retirement accounts without hours (108 offering documents × 10
Extension: minutes per document). The total
being registered under the Securities
Rule 237, SEC File No. 270–465, OMB annual cost of burden hours is estimated
Control No. 3235–0528 Act.
Rule 237 requires written offering to be $6,840 (18 hours × $380 per hour
Notice is hereby given that, pursuant documents for securities offered and of attorney time).6
to the Paperwork Reduction Act of 1995 sold in reliance on the rule to disclose In addition, issuers from foreign
(44 U.S.C. 350l–3520), the Securities prominently that the securities are not countries other than Canada could rely
and Exchange Commission (the registered with the Commission and are on rule 237 to offer securities to
‘‘Commission’’) has submitted to the exempt from registration under the U.S. Canadian-U.S. Participants and sell
Office of Management and Budget a securities laws. The burden under the securities to their accounts without
request for extension and approval of rule associated with adding this becoming subject to the registration
the collection of information discussed disclosure to written offering documents requirements of the Securities Act.
below. is minimal and is non-recurring. The However, the staff believes that the
In Canada, as in the United States, foreign issuer, underwriter, or broker- number of issuers from other countries
individuals can invest a portion of their dealer can redraft an existing prospectus that rely on rule 237, and that therefore
earnings in tax-deferred retirement or other written offering material to add are required to comply with the offering
savings accounts (‘‘Canadian retirement this disclosure statement, or may draft document disclosure requirements, is
accounts’’). These accounts, which a sticker or supplement containing this negligible.
operate in a manner similar to disclosure to be added to existing These burden hour estimates are
individual retirement accounts in the offering materials. In either case, based based upon the Commission staff’s
United States, encourage retirement on discussions with representatives of experience and discussions with the
savings by permitting savings on a tax- the Canadian fund industry, the staff fund industry. The estimates of average
deferred basis. Individuals who estimates that it would take an average burden hours are made solely for the
establish Canadian retirement accounts of 10 minutes per document to draft the purposes of the Paperwork Reduction
while living and working in Canada and requisite disclosure statement. Act. These estimates are not derived
who later move to the United States The Commission understands that
(‘‘Canadian-U.S. Participants’’ or there are approximately 3,619 Canadian statistics/monthly-reports (providing number of
‘‘participants’’) often continue to hold equity issuers listed on Canada’s Toronto Stock
issuers other than funds that may rely Exchange). After 2009, the World Federation of
their retirement assets in their Canadian on rule 237 to make an initial public Exchanges ceased reporting the number of fixed-
retirement accounts rather than offering of their securities to Canadian- income issuers on Canada’s Toronto Stock
prematurely withdrawing (or ‘‘cashing U.S. Participants.4 The staff estimates Exchange. The number of fixed-income issuers as
out’’) those assets, which would result of April 2016 is based on the ratio of the number
of fixed-income issuers listed on Canada’s Toronto
in immediate taxation in Canada. (‘‘funds’’) that are not registered pursuant to the Stock Exchange in 2009 (111) relative to the number
Once in the United States, however, Investment Company Act of 1940 (‘‘Investment of bonds listed on that exchange in that year (178)
these participants historically have been Company Act’’) is generally prohibited by U.S. multiplied against the number of bonds listed on
unable to manage their Canadian securities laws. 15 U.S.C. 80a. that exchange as of April 2016 (159): (111/178) ×
2 See Offer and Sale of Securities to Canadian 159 = 99.
retirement account investments. Most Tax-Deferred Retirement Savings Accounts, Release 5 This estimate of respondents only includes
securities that are ‘‘qualified Nos. 33–7860, 34–42905, IC–24491 (June 7, 2000) foreign issuers. The number of respondents would
investments’’ for Canadian retirement [65 FR 37672 (June 15, 2000)]. This rulemaking also be greater if foreign underwriters or broker-dealers
accounts are not registered under the included new rule 7d–2 under the Investment draft stickers or supplements to add the required
Company Act, permitting foreign funds to offer disclosure to existing offering documents.
U.S. securities laws. Those securities, securities to Canadian-U.S. Participants and sell 6 The Commission’s estimate concerning the wage
therefore, generally cannot be publicly securities to Canadian retirement accounts without rate for attorney time is based on salary information
sradovich on DSK3GMQ082PROD with NOTICES
offered and sold in the United States registering as investment companies under the for the securities industry compiled by the
without violating the registration Investment Company Act. 17 CFR 270.7d–2. Securities Industry and Financial Markets
3 17 CFR 230.237.
requirement of the Securities Act of Association (‘‘SIFMA’’). The $380 per hour figure
4 This estimate is based on the following for an attorney is from SIFMA’s Management &
1933 (‘‘Securities Act’’).1 As a result of calculation: 3,520 equity issuers (as of April 2016) Professional Earnings in the Securities Industry
+ 99 bond issuers (as of April 2016) = 3,619 total 2013, modified by Commission staff to account for
16 17 CFR 200.30–3(a)(12). issuers (as of April 2016). See World Federation of an 1800-hour work-year and multiplied by 5.35 to
1 15 U.S.C. 77. In addition, the offering and Exchanges, Monthly Reports, available at http:// account for bonuses, firm size, employee benefits,
selling of securities of investment companies www.world-exchanges.org/home/index.php/ and overhead.
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![62784 Federal Register / Vol. 81, No. 176 / Monday, September 12, 2016 / Notices
from a comprehensive or even a the United States) registered or applying SECURITIES AND EXCHANGE
representative survey or study of the for registration pursuant to Section 15 of COMMISSION
costs of Commission rules. the Exchange Act to maintain—in the
[Release No. 34–78772; File No. SR–MIAX–
Compliance with the collection of United States—complete and current 2016–31]
information requirements of the rule is copies of books and records required to
mandatory and is necessary to comply be maintained under any rule adopted Self-Regulatory Organizations; Miami
with the requirements of the rule in under the Exchange Act and furnish to International Securities Exchange LLC;
general. An agency may not conduct or the Commission a written notice Notice of Filing and Immediate
sponsor, and a person is not required to specifying the address where the copies Effectiveness of Proposed Rule
respond to, a collection of information are located. Alternatively, Rule 17a–7 Change To Expand the Short Term
unless it displays a currently valid provides that non-resident broker- Option Series Program
control number. dealers may file with the Commission a
The public may view the background September 6, 2016.
written undertaking to furnish the
documentation for this information Pursuant to section 19(b)(1) of the
requisite books and records to the Securities Exchange Act of 1934
collection at the following Web site,
Commission upon demand within 14 (‘‘Act’’),1 and Rule 19b–4 thereunder,2
www.reginfo.gov. Comments should be
days of the demand. notice is hereby given that, on
directed to: (i) Desk Officer for the
Securities and Exchange Commission, There are approximately 45 non- September 2, 2016, Miami International
Office of Information and Regulatory resident brokers and dealers. Based on Securities Exchange LLC (‘‘MIAX’’ or
Affairs, Office of Management and the Commission’s experience, the ‘‘Exchange’’) filed with the Securities
Budget, Room 10102, New Executive Commission estimates that the average and Exchange Commission
Office Building, Washington, DC 20503, amount of time necessary to comply (‘‘Commission’’) the proposed rule
or by sending an email to: Shagufta_ with Rule 17a–7 is one hour per year. change as described in Items I and II
Ahmed@omb.eop.gov; and (ii) Pamela Accordingly, the total industry-wide below, which Items have been prepared
Dyson, Director/Chief Information reporting burden is approximately 45 by the Exchange. The Commission is
Officer, Securities and Exchange hours per year. Assuming an average publishing this notice to solicit
Commission, c/o Remi Pavlik-Simon, cost per hour of approximately $291 for comments on the proposed rule change
100 F Street NE., Washington, DC 20549 a compliance manager, the total internal from interested persons.
or send an email to: PRA_Mailbox@ cost of compliance for the respondents I. Self-Regulatory Organization’s
sec.gov. Comments must be submitted to is approximately $13,095 per year.1 Statement of the Terms of Substance of
OMB within 30 days of this notice. the Proposed Rule Change
An agency may not conduct or
Dated: September 6, 2016. sponsor, and a person is not required to The Exchange is filing a proposal to
Robert W. Errett, respond to, a collection of information amend Rule 404, Series of Option
Deputy Secretary. under the PRA unless it displays a Contracts Open for Trading,
[FR Doc. 2016–21795 Filed 9–9–16; 8:45 am] currently valid OMB control number. Interpretations and Policies .02, to
BILLING CODE 8011–01–P The public may view background expand the Short Term Option Series
documentation for this information Program to allow Wednesday
collection at the following Web site: expirations for SPDR S&P 500 ETF Trust
SECURITIES AND EXCHANGE (‘‘SPY’’) options. Additionally, the
www.reginfo.gov. Comments should be
COMMISSION Exchange proposes to amend the
directed to (i) Desk Officer for the
Securities and Exchange Commission, definition of Short Term Option Series
Submission for OMB Review; in Rule 100.
Comment Request Office of Information and Regulatory
The text of the proposed rule change
Affairs, Office of Management and
Upon Written Request, Copies Available is available on the Exchange’s Web site
Budget, Room 10102, New Executive
From: Securities and Exchange at http://www.miaxoptions.com/filter/
Office Building, Washington, DC 20503 wotitle/rule_filing, at MIAX’s principal
Commission, Office of FOIA Services, or by sending an email to: Shagufta_
100 F Street NE., Washington, DC office, and at the Commission’s Public
Ahmed@omb.eop.gov; and (ii) Pamela Reference Room.
20549–2736. Dyson, Director/Chief Information
Extension: Officer, Securities and Exchange II. Self-Regulatory Organization’s
Rule 17a–7, SEC File No. 270–147, OMB Commission, c/o Remi Pavlik-Simon, Statement of the Purpose of, and
Control No. 3235–0131 100 F Street NE., Washington, DC 20549 Statutory Basis for, the Proposed Rule
Notice is hereby given that pursuant or by sending an email to: PRA_ Change
to the Paperwork Reduction Act of 1995 Mailbox@sec.gov. Comments must be In its filing with the Commission, the
(44 U.S.C. 3501 et seq.) (‘‘PRA’’), the submitted within 30 days of this notice. Exchange included statements
Securities and Exchange Commission Dated: September 6, 2016. concerning the purpose of and basis for
(‘‘Commission’’) has submitted to the the proposed rule change and discussed
Office of Management and Budget Robert W. Errett,
any comments it received on the
(‘‘OMB’’) a request for approval of Deputy Secretary. proposed rule change. The text of these
extension of the previously approved [FR Doc. 2016–21798 Filed 9–9–16; 8:45 am] statements may be examined at the
sradovich on DSK3GMQ082PROD with NOTICES
collection of information provided for in BILLING CODE P places specified in Item IV below. The
Rule 17a–7 (17 CFR 240.17a–7) under Exchange has prepared summaries, set
the Securities Exchange Act of 1934 (15 1 $291 per hour for a compliance manager is from forth in sections A, B, and C below, of
U.S.C. 78a et seq.). SIFMA’s Management & Professional Earnings in the most significant aspects of such
Rule 17a–7 requires a non-resident the Securities Industry 2013, modified by
Commission staff for an 1800-hour work-year,
statements.
broker-dealer (generally, a broker-dealer multiplied by 5.35 to account for bonuses, firm size,
with its principal place of business in a employee benefits, and overhead, and adjusted for 1 15 U.S.C. 78s(b)(1).
place not subject to the jurisdiction of inflation. 2 17 CFR 240.19b–4.
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Document Created: 2016-09-10 00:57:11
Document Modified: 2016-09-10 00:57:11
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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| Section | Notices | |
| FR Citation | 81 FR 62783 |
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