Agency Information Collection Activities; Submission for OMB Review; Comment Request; Extension: Rule 17Ad-3(b)

Issuing agencies

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<title>Federal Register, Volume 91 Issue 204 (Friday, October 23, 2026)</title>
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[Federal Register Volume 91, Number 204 (Friday, October 23, 2026)]
[Notices]
[Page 66905]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-21632]



[[Page 66905]]

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SECURITIES AND EXCHANGE COMMISSION

[OMB Control No. 3235-0473]


Agency Information Collection Activities; Submission for OMB 
Review; Comment Request; Extension: Rule 17Ad-3(b)

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

    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 (``SEC'' or ``Commission'') is submitting to the Office of 
Management and Budget (``OMB'') a request for extension of the proposed 
collection of information provided for in Rule 17Ad-3(b) (17 CFR 
240.17Ad-3(b)), under the Securities Exchange Act of 1934 (15 U.S.C. 
78a et seq.) (``Exchange Act'').
    Section 17A(d)(1)(A) of the Exchange Act generally prohibits any 
registered transfer agent from engaging in any transfer agent activity 
in contravention of such rules and regulations as the Commission may 
prescribe as necessary or appropriate in the public interest, for the 
protection of investors, or otherwise in furtherance of the purposes of 
the Exchange Act. In addition, Sections 17(a)(1) and (3) of the 
Exchange Act require every registered transfer agent to make reports as 
the Commission or other appropriate regulatory agency (``ARA''), as 
defined in Section 3(a)(34)(B) of the Exchange Act, prescribe by rule 
as necessary or appropriate in furtherance of the purposes of Section 
17A of the Exchange Act.
    On June 16, 1977, the Commission adopted Rules 17Ad-2(c) and (d), 
pursuant to Sections 2, 17, 17A, and 23(a) of the Exchange Act \1\ in 
order to provide an early warning system to ARAs when a registered 
transfer agent is not meeting the performance standards set forth in 
the Commission's rules.\2\ Rules 17Ad-2(c) and (d) enable an ARA to 
take timely, preventive, and remedial measures to protect the public 
interest and investors. Similarly, the Commission also adopted Rule 
17Ad-3(b) to alert issuers when their transfer agents fail to meet the 
minimum performance standards set forth in Rule 17Ad-3(b).\3\
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    \1\ 15 U.S.C. 78b, Sec.  78q, Sec.  78q-1, and Sec.  78w(a), 
respectively.
    \2\ See Exchange Act Release No. 13636 (Jun. 16, 1977), 42 FR 
32404 (Jun. 24, 1977).
    \3\ Id.
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    Rule 17Ad-3(b) requires a registered transfer agent to send a copy 
of the written notice required pursuant to Rules 17Ad-2(c) and (d) to 
all the issuers for which that transfer agent acts when for two 
consecutive months the transfer agent has failed to turnaround at least 
75% of all routine items in accordance with the requirements of Rule 
17Ad-2(a) or to process at least 75% of all items in accordance with 
the requirements of Rule 17Ad-2(b). The transfer agent is required to 
send the notice within twenty business days after the close of the 
second month to the chief executive officer (``CEO'') of each issuer 
for which such registered transfer agent acts.
    The Commission estimates that each year approximately two 
registered transfer agents send a notice of non-compliance to the 
Commission and their ARA pursuant to Rule 17Ad-2(c) and (d). Pursuant 
to Rule 17Ad-3(b), a transfer agent that has already filed a notice of 
non-compliance with the Commission and its ARA pursuant to Rule 17Ad-2 
will only be required to send a copy of that notice to issuers it 
services when that transfer agent fails to turnaround 75% of all 
routine items or to process 75% of all items for two consecutive 
months. The Commission estimates that each year approximately one of 
the two registered transfer agents that file a notice of non-compliance 
with the Commission and ARA will meet the requirements of Rule 17Ad-
3(b), and such transfer agent will send its issuer-clients a copy of 
the notice that has already been filed under Rule 17Ad-2(c) or (d). The 
Commission estimates that the time burden of doing so will be 
approximately 4 hours per year. The total estimated time burden 
associated with Rule 17Ad-3(b) is thus approximately 4 hours per year 
(1 notice per year x 4 hours per notice). The Commission estimates that 
the total annual internal labor cost for a transfer agent to comply 
with this third-party disclosure requirement is approximately $1,320 
per year (4 hours x $330 per hour for Accountants and Auditors = 
$1,320).\4\
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    \4\ For purposes of calculating the dollar cost burdens 
associated with respondents, the Commission relies on the 
Occupational Employment and Wage Statistics (``OEWS'') from the U.S. 
Bureau of Labor Statistics (``BLS''). See Occupational Employment 
and Wage Classification, U.S. Bureau of Labor Statistics, <a href="https://www.bls.gov/oes/">https://www.bls.gov/oes/</a>; see also Standard Occupational Classification, 
U.S. Bureau of Labor Statistics, <a href="https://www.bls.gov/soc/">https://www.bls.gov/soc/</a> 
(describing occupational classification system used by BLS); Exec. 
Off. of the President, Off. of Mgmt. & Budget, North American 
Industrial Classification System (2022), available at <a href="https://www.census.gov/naics/reference_files_tools/2022_NAICS_Manual.pdf">https://www.census.gov/naics/reference_files_tools/2022_NAICS_Manual.pdf</a> 
(describing the industry adjusted for changes in the seasonally 
adjusted employment cost index for private wages and salaries 
between the data reference period and when the data are released by 
BLS. See Employment Cost Index, U.S. Bureau of Labor Statistics, 
<a href="https://www.bls.gov/eci/">https://www.bls.gov/eci/</a>. The adjusted mean hourly wage is then 
multiplied by a factor that accounts for nonwage costs borne by 
employers, such as bonuses, benefits, and overhead. This factor is 
calculated as an average over the 10 most recently available years 
of data of the ratio of the Bureau of Economic Analysis's annual 
gross output data for the North American Industry Classification 
System (``NAICS) number to total annual wages across all occupations 
for the NAICS number in the OEWS data.
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    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 and comment on this information collection 
request at: <a href="https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202608-3235-005">https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202608-3235-005</a> or email comment to 
<a href="/cdn-cgi/l/email-protection#f7bab5afd9b8bab5d9b8bea5b6d9a4b2b4a89392849ca89891919e949285b7989a95d9929887d9909881"><span class="__cf_email__" data-cfemail="e3aea1bbcdacaea1cdacaab1a2cdb0a6a0bc87869088bc8c85858a808691a38c8e81cd868c93cd848c95">[email&#160;protected]</span></a> within 30 days of the day 
after publication of this notice, by November 23, 2026.

    Dated: October 20, 2026.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-21632 Filed 10-22-26; 8:45 am]
BILLING CODE 8011-01-P


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