Notice2022-04792
Proposed Collection; Comment Request
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
March 8, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 45 (Tuesday, March 8, 2022)</title>
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[Federal Register Volume 87, Number 45 (Tuesday, March 8, 2022)]
[Notices]
[Page 13022]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-04792]
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SECURITIES AND EXCHANGE COMMISSION
[SEC File No. 270-261, OMB Control No. 3235-0274]
Proposed Collection; 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 17Ad-11
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 2015, the Commission staff estimates that 8
respondents will file a total of approximately 10 reports 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 10 reports). Assuming an average hourly rate of $72 for a compliance
staff employee at a transfer agent, the average total internal cost of
compliance for each report is $36. The total annual internal cost of
compliance for the estimated 8 respondents is thus approximately $360
($36 per report x 10 reports).
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; (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 in
writing by May 9, 2022.
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: David Bottom, Director/
Chief Information Officer, Securities and Exchange Commission, c/o John
Pezzullo, 100 F Street NE, Washington, DC 20549, or send an email to:
<a href="/cdn-cgi/l/email-protection#c9999b889684a8a0a5aba6b189baacaae7aea6bf"><span class="__cf_email__" data-cfemail="97c7c5d6c8daf6fefbf5f8efd7e4f2f4b9f0f8e1">[email protected]</span></a>.
Dated: March 2, 2022.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-04792 Filed 3-7-22; 8:45 am]
BILLING CODE 8011-01-P
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