83 FR 35303 - Submission for OMB Review; Comment Request

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 143 (July 25, 2018)

Page Range		35303-35304
FR Document		2018-15855

Federal Register, Volume 83 Issue 143 (Wednesday, July 25, 2018)

[Federal Register Volume 83, Number 143 (Wednesday, July 25, 2018)]
[Notices]
[Pages 35303-35304]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-15855]


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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:
    Form 1-E, Regulation E, SEC File No. 270-221, OMB Control No. 
3235-0232

    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 1-E (17 CFR 239.200) under the Securities Act of 1933 (15 
U.S.C. 77a et seq.) (``Securities Act'') is the form that a small 
business investment company (``SBIC'') or business development company 
(``BDC'') uses to notify the Commission that it is claiming an 
exemption under Regulation E from registering its securities under the 
Securities Act. Rule 605 of Regulation E (17 CFR 230.605) under the 
Securities Act requires an SBIC or BDC claiming such an exemption to 
file an offering circular with the Commission that must also be 
provided to persons to whom an offer is made. Form 1-E requires an 
issuer to provide the names and addresses of the issuer, its 
affiliates, directors, officers, and counsel; a description of events 
which would make the exemption unavailable; the jurisdictions in which 
the issuer intends to offer the securities; information about 
unregistered securities issued or sold by the issuer within one year 
before filing the notification on Form 1-E; information as to whether 
the issuer is presently offering or contemplating offering any other 
securities; and exhibits, including copies of the rule 605 offering 
circular and any underwriting contracts.
    The Commission uses the information provided in the notification on 
Form 1-E and the offering circular to determine whether an offering 
qualifies for the exemption under Regulation E. The Commission 
estimates that, each year, one issuer files one notification on Form 1-
E, together with offering circulars, with the Commission.\1\ Based on 
the

[[Page 35304]]

Commission's experience with disclosure documents, we estimate that the 
burden from compliance with Form 1-E and the offering circular requires 
approximately 100 hours per filing. The annual burden hours for 
compliance with Form 1-E and the offering circular would be 200 hours 
(2 responses x 100 hours per response). Estimates of the burden hours 
are made solely for the purposes of the PRA, and are not derived from a 
comprehensive or even a representative survey or study of the costs of 
SEC rules and forms.
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    \1\ According to Commission records, one issuer filed two 
notifications on Form 1-E, together with offering circulars, during 
2013 and 2014.
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    Compliance with the information collection requirements of the 
rules is necessary to obtain the benefit of relying on the rules. The 
information provided on Form 1-E and in the offering circular will not 
be 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 public may view the background documentation for this 
information collection at the following website, 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 Candace 
Kenner, 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: July 19, 2018.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-15855 Filed 7-24-18; 8:45 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 83, No. 143 / Wednesday, July 25, 2018 / Notices 35303

In this instance, the proposed changes Electronic Comments SECURITIES AND EXCHANGE
do not impose a burden on competition COMMISSION
because the proposed fee for • Use the Commission’s internet
connectivity to the FINRA/Nasdaq TRF comment form (http://www.sec.gov/ Submission for OMB Review;
Chicago will be the same as that which rules/sro.shtml); or Comment Request
the Exchange presently charges to • Send an email to rule-comments@
connect to the Chicago facility’s sister Upon Written Request, Copies Available
sec.gov. Please include File Number SR–
facility, the FINRA/Nasdaq TRF From: Securities and Exchange
NASDAQ–2018–056 on the subject line. Commission, Office of FOIA Services,
Carteret. Moreover, use of and
Paper Comments 100 F Street NE, Washington, DC
connection to the FINRA/Nasdaq TRF
20549–2736
Chicago is voluntary. If a firm does not • Send paper comments in triplicate
wish to pay fees to connect to the Extension:
to Secretary, Securities and Exchange Form 1–E, Regulation E, SEC File No. 270–
FINRA/Nasdaq TRF Chicago, it may
Commission, 100 F Street NE, 221, OMB Control No. 3235–0232
choose instead to connect to a
Washington, DC 20549–1090.
competing trade reporting facility that Notice is hereby given that, pursuant
charges lower fees. All submissions should refer to File to the Paperwork Reduction Act of 1995
Lastly, the proposed fee waiver does Number SR–NASDAQ–2018–056. This (44 U.S.C. 3501 et seq.), the Securities
not burden competition because it will file number should be included on the and Exchange Commission (the
apply only for a brief transition period. subject line if email is used. To help the ‘‘Commission’’) has submitted to the
Such transitional fee waivers are a Commission process and review your Office of Management and Budget a
commonly accepted means of comments more efficiently, please use request for extension of the previously
facilitating the adoption, testing, and only one method. The Commission will approved collection of information
use of new functionalities and the post all comments on the Commission’s discussed below.
attraction of new participants.7 internet website (http://www.sec.gov/ Form 1–E (17 CFR 239.200) under the
rules/sro.shtml). Copies of the Securities Act of 1933 (15 U.S.C. 77a et
C. Self-Regulatory Organization’s submission, all subsequent seq.) (‘‘Securities Act’’) is the form that
Statement on Comments on the a small business investment company
amendments, all written statements
Proposed Rule Change Received From (‘‘SBIC’’) or business development
with respect to the proposed rule
Members, Participants, or Others company (‘‘BDC’’) uses to notify the
change that are filed with the
Commission, and all written Commission that it is claiming an
No written comments were either
communications relating to the exemption under Regulation E from
solicited or received.
proposed rule change between the registering its securities under the
III. Date of Effectiveness of the Commission and any person, other than Securities Act. Rule 605 of Regulation E
Proposed Rule Change and Timing for (17 CFR 230.605) under the Securities
those that may be withheld from the
Commission Action Act requires an SBIC or BDC claiming
public in accordance with the
such an exemption to file an offering
The foregoing rule change has become provisions of 5 U.S.C. 552, will be circular with the Commission that must
effective pursuant to Section available for website viewing and also be provided to persons to whom an
19(b)(3)(A)(ii) of the Act.8 printing in the Commission’s Public offer is made. Form 1–E requires an
Reference Room, 100 F Street NE, issuer to provide the names and
At any time within 60 days of the
filing of the proposed rule change, the Washington, DC 20549 on official addresses of the issuer, its affiliates,
Commission summarily may business days between the hours of directors, officers, and counsel; a
temporarily suspend such rule change if 10:00 a.m. and 3:00 p.m. Copies of the description of events which would
it appears to the Commission that such filing also will be available for make the exemption unavailable; the
action is: (i) Necessary or appropriate in inspection and copying at the principal jurisdictions in which the issuer intends
the public interest; (ii) for the protection office of the Exchange. All comments to offer the securities; information about
of investors; or (iii) otherwise in received will be posted without change. unregistered securities issued or sold by
furtherance of the purposes of the Act. Persons submitting comments are the issuer within one year before filing
If the Commission takes such action, the cautioned that we do not redact or edit the notification on Form 1–E;
Commission shall institute proceedings personal identifying information from information as to whether the issuer is
to determine whether the proposed rule comment submissions. You should presently offering or contemplating
should be approved or disapproved. submit only information that you wish offering any other securities; and
to make available publicly. All exhibits, including copies of the rule
IV. Solicitation of Comments submissions should refer to File 605 offering circular and any
Number SR–NASDAQ–2018–056, and underwriting contracts.
Interested persons are invited to
should be submitted on or before The Commission uses the information
submit written data, views, and
August 15, 2018. provided in the notification on Form 1–
arguments concerning the foregoing,
E and the offering circular to determine
including whether the proposed rule For the Commission, by the Division of whether an offering qualifies for the
change is consistent with the Act. Trading and Markets, pursuant to delegated exemption under Regulation E. The
Comments may be submitted by any of authority.9
Commission estimates that, each year,
daltland on DSKBBV9HB2PROD with NOTICES

the following methods: Eduardo A. Aleman, one issuer files one notification on Form
7 See, e.g., Securities Exchange Act Release No.
Assistant Secretary. 1–E, together with offering circulars,
81095 (July 7, 2017), 82 FR 32409 (July 13, 2017)
[FR Doc. 2018–15846 Filed 7–24–18; 8:45 am] with the Commission.1 Based on the
(SR–ISE–2017–62) (temporarily waiving port fees BILLING CODE 8011–01–P
for connections to the re-platformed Nasdaq ISE 1 According to Commission records, one issuer
Exchange). filed two notifications on Form 1–E, together with
8 15 U.S.C. 78s(b)(3)(A)(ii). 9 17 CFR 200.30–3(a)(12). offering circulars, during 2013 and 2014.

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35304 Federal Register / Vol. 83, No. 143 / Wednesday, July 25, 2018 / Notices

Commission’s experience with and Exchange Commission inspections and, when necessary, in
disclosure documents, we estimate that (‘‘Commission’’) is soliciting comments connection with enforcement actions.
the burden from compliance with Form on the collections of information The staff estimates that approximately
1–E and the offering circular requires discussed below. The Commission plans 236 funds engage in a total of
approximately 100 hours per filing. The to submit these existing collections of approximately 2,928 rule 10f–3
annual burden hours for compliance information to the Office of transactions each year.3 Rule 10f–3
with Form 1–E and the offering circular Management and Budget (‘‘OMB’’) for requires that the purchasing fund create
would be 200 hours (2 responses × 100 extension and approval. a written record of each transaction that
hours per response). Estimates of the Section 10(f) of the Investment includes, among other things, from
burden hours are made solely for the Company Act of 1940 (15 U.S.C. 80a) whom the securities were purchased
purposes of the PRA, and are not (the ‘‘Act’’) prohibits a registered and the terms of the transaction. The
derived from a comprehensive or even investment company (‘‘fund’’) from staff estimates 4 that it takes an average
a representative survey or study of the purchasing any security during an fund approximately 30 minutes per
costs of SEC rules and forms. underwriting or selling syndicate if the transaction and approximately 1,464
Compliance with the information fund has certain relationships with a hours 5 in the aggregate to comply with
collection requirements of the rules is principal underwriter for the security.1 this portion of the rule.
necessary to obtain the benefit of relying Congress enacted this provision in 1940 The funds also must maintain and
on the rules. The information provided to protect funds and their shareholders preserve these transactional records in
on Form 1–E and in the offering circular by preventing underwriters from accordance with the rule’s
will not be kept confidential. An agency ‘‘dumping’’ unmarketable securities on recordkeeping requirement, and the staff
may not conduct or sponsor, and a affiliated funds. estimates that it takes a fund
person is not required to respond to, a Rule 10f–3 permits a fund to engage approximately 20 minutes per
collection of information unless it in a securities transaction that otherwise transaction and that annually, in the
displays a currently valid OMB control would violate section 10(f) if, among aggregate, funds spend approximately
number. other things: (i) The fund’s directors 976 hours 6 to comply with this portion
The public may view the background have approved procedures for purchases of the rule.
documentation for this information In addition, fund boards must, no less
made in reliance on the rule, regularly
collection at the following website, than quarterly, examine each of these
review fund purchases to determine
www.reginfo.gov. Comments should be transactions to ensure that they comply
whether they comply with these
directed to: (i) Desk Officer for the with the fund’s policies and procedures.
procedures, and approve necessary
Securities and Exchange Commission, The information or materials upon
changes to the procedures; and (ii) a
Office of Information and Regulatory which the board relied to come to this
written record of each transaction
Affairs, Office of Management and determination also must be maintained
effected under the rule is maintained for
Budget, Room 10102, New Executive and the staff estimates that it takes a
six years, the first two of which in an
Office Building, Washington, DC 20503, fund 1 hour per quarter and, in the
easily accessible place.2 The written
or by sending an email to: Shagufta_ aggregate, approximately 944 hours 7
record must state: (i) From whom the
Ahmed@omb.eop.gov; and (ii) Pamela annually to comply with this rule
securities were acquired; (ii) the identity
Dyson, Director/Chief Information requirement.
of the underwriting syndicate’s The staff estimates that reviewing and
Officer, Securities and Exchange members; (iii) the terms of the
Commission, c/o Candace Kenner, 100 F revising as needed written procedures
transactions; and (iv) the information or for rule 10f-3 transactions takes, on
Street NE, Washington, DC 20549 or materials on which the fund’s board of
send an email to: PRA_Mailbox@ average for each fund, two hours of a
directors has determined that the compliance attorney’s time per year.8
sec.gov. Comments must be submitted to purchases were made in compliance
OMB within 30 days of this notice. Thus, annually, in the aggregate, the
with procedures established by the staff estimates that funds spend a total
Dated: July 19, 2018. board. of approximately 472 hours 9 on
Eduardo A. Aleman, Rule 10f–3 also conditionally allows monitoring and revising rule 10f–3
Assistant Secretary. managed portions of fund portfolios to procedures.
[FR Doc. 2018–15855 Filed 7–24–18; 8:45 am] purchase securities offered in otherwise Based on an analysis of fund filings,
BILLING CODE 8011–01–P
off-limits primary offerings. To qualify the staff estimates that approximately
for this exemption, rule 10f-3 requires 299 fund portfolios enter into
that the subadviser that is advising the
SECURITIES AND EXCHANGE purchaser be contractually prohibited 3 These estimates are based on staff extrapolations

COMMISSION from providing investment advice to from filings with the Commission.
any other portion of the fund’s portfolio 4 Unless stated otherwise, the information

Proposed Collection; Comment and consulting with any other of the collection burden estimates are based on
conversations between the staff and representatives
Request fund’s advisers that is a principal of funds.
underwriter or affiliated person of a 5 This estimate is based on the following
Upon Written Request, Copies Available principal underwriter concerning the calculation: (0.5 hours × 2,928 = 1,464 hours).
From: Securities and Exchange fund’s securities transactions. 6 This estimate is based on the following
Commission, Office of FOIA Services, These requirements provide a calculations: (20 minutes × 2,928 transactions =
100 F Street NE, Washington, DC mechanism for fund boards to oversee
58,560 minutes; 58,560 minutes/60 = 976 hours).
daltland on DSKBBV9HB2PROD with NOTICES

7 This estimate is based on the following
20549–2736 compliance with the rule. The required calculation: (1 hour per quarter × 4 quarters × 236
Extension: recordkeeping facilitates the funds = 944 hours).
Rule 10f–3; SEC File No. 270–237, OMB Commission staff’s review of rule 10f– 8 These averages take into account the fact that in

Control No. 3235–0226 3 transactions during routine fund most years, fund attorneys and boards spend little
or no time modifying procedures and in other years,
Notice is hereby given that, pursuant they spend significant time doing so.
to the Paperwork Reduction Act of 1995 1 15 U.S.C. 80a-10(f). 9 This estimate is based on the following

(44 U.S.C. 3501–3520), the Securities 2 17 CFR 270.10f–3. calculation: (236 funds × 2 hours = 472 hours).

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Document Created: 2018-07-25 00:44:24
Document Modified: 2018-07-25 00:44:24

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		83 FR 35303