30 Day Notice

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Federal Register / Vol. 84, No. 209 / Tuesday, October 29, 2019 / Notices

For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019–23554 Filed 10–28–19; 8:45 am]
BILLING CODE 8011–01–P

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 30-Day Notice (2019), 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. 3501–3520), 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 taxdeferred 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
1 15 U.S.C. 77. In addition, the offering and
selling of securities of investment companies

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this registration requirement, CanadianU.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.
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 CanadianU.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 CanadianU.S. Participants and sold to their
Canadian retirement accounts without
being registered under the Securities
Act.
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 brokerdealer 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 2,412 Canadian
issuers other than funds that may rely
on rule 237 to make an initial public
offering of their securities to CanadianU.S. Participants.4 The staff estimates
that in any given year approximately 24
(‘‘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.
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.
4 This estimate is based on the following
calculation: 2,322 equity issuers + 90 bond issuers
= 2,412 total issuers (as of Dec. 2018). See The MiG
Report, Toronto Stock Exchange and TSX Venture
Exchange (Dec. 2018) (providing number of equity
and bond issuers on the Toronto Exchange).

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(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 24
issuers, on average, distributes 3
different written offering documents
concerning those securities, for a total of
72 offering documents.
The staff therefore estimates that
during each year that rule 237 is in
effect, approximately 36 respondents 5
would be required to make 72 responses
by adding the new disclosure statements
to approximately 72 written offering
documents. Thus, the staff estimates
that the total annual burden associated
with the rule 237 disclosure
requirement would be approximately 12
hours (72 offering documents × 10
minutes per document). The total
annual cost of burden hours is estimated
to be $4,980 (12 hours × $415 per hour
of attorney time).6
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
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.
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 $415 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 1,800-hour work-year and multiplied by 5.35 to
account for bonuses, firm size, employee benefits,
overhead, and inflation.

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Federal Register / Vol. 84, No. 209 / Tuesday, October 29, 2019 / Notices
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)
Charles Riddle, Acting Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Candace
Kenner, 100 F Street NE, Washington,
DC 20549 or send an email to: PRA_
[email protected]. Comments must be
submitted to OMB within 30 days of
this notice.
Dated: October 24, 2019.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019–23602 Filed 10–28–19; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
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:
Rules 17Ad–22—Standards for Clearing
Agencies, SEC File No. 270–646, OMB
Control No. 3235–0695

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–22 (17 CFR
240.17Ad–22) under the Securities
Exchange Act of 1934 (‘‘Exchange Act’’)
(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–22 was adopted to
strengthen the substantive regulation of
clearing agencies, promote the safe and
reliable operation of covered clearing
agencies, and improve efficiency,
transparency, and access to covered
clearing agencies.1 The total estimated
annual burden of Rule 17Ad–22 is 8,091
1 See 17 CFR 240.17Ad–22; see also Exchange Act
Release No. 34–68080 (Oct. 22, 2012), 77 FR 66219,
66225–26 (Nov. 2, 2012).

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hours, and the total estimated annual
cost is $13,397,120.
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 will have practical utility;
(b) the accuracy of the Commission
staff’s estimates of the burden of the
proposed collection of information; (c)
the 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 within 60 days of this
publication.
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: Charles Riddle, Acting Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Cynthia
Roscoe, 100 F Street NE, Washington,
DC 20549, or send an email to: PRA_
[email protected].
Dated: October 24, 2019.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019–23597 Filed 10–28–19; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–87391; File No. SR–
NASDAQ–2019–057]

Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Order
Instituting Proceedings To Determine
Whether To Approve or Disapprove a
Proposed Rule Change To Amend Rule
4121
October 23, 2019.

I. Introduction
On July 16, 2019, The Nasdaq Stock
Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’)
filed with the Securities and Exchange
Commission (‘‘Commission’’) pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’) 1 and Rule
19b–4 thereunder,2 a proposed rule
change to amend Nasdaq Rule 4121
(Trading Halts Due to Extraordinary
Market Volatility) to enhance the re1 15
2 17

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U.S.C. 78s(b)(1).
CFR 240.19b–4.

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opening auction process for Nasdaqlisted securities following trading halts
due to extraordinary market volatility.
The proposed rule change was
published for comment in the Federal
Register on July 25, 2019.3 On
September 5, 2019, the Commission
extended the time period within which
to either approve the proposed rule
change, disapprove the proposed rule
change, or institute proceedings to
determine whether to approve or
disapprove the proposed rule change, to
October 23, 2019.4 The Commission
received no comment letters on the
proposed rule change. This order
institutes proceedings under Section
19(b)(2)(B) of the Act to determine
whether to approve or disapprove the
proposed rule change.
II. Background and Description of the
Proposal
The Exchange has proposed to amend
the re-opening auction process for
Nasdaq-listed securities following
trading halts due to extraordinary
market volatility (‘‘market-wide circuit
breakers’’).5 Currently, after a Level 1 or
Level 2 market-wide circuit breaker
trading halt initiated under Nasdaq Rule
4121 (‘‘MWCB Halt’’), trading in
Nasdaq-listed securities would resume
on the Exchange through a Halt Cross.6
Additionally, the Exchange would
extend the Display Only Period for an
additional 1-minute period if there is
volatility during the Display Only
Period (i.e., an order imbalance in the
security). The volatility checks are
governed under Nasdaq Rule
4120(c)(7)(C)(1) and (2), and provide
that the Display Only Period will be
extended if: (i) The expected cross price
moves the greater of 5% or 50 cents, or
(ii) all market orders will not be
executed in the cross.
The Exchange proposes modifications
to its rules that would allow it to instead
follow a process it believes is similar to
that described in Nasdaq Rule
4120(c)(10) for releasing a security
3 See Securities Exchange Act Release No. 86412
(July 19, 2019), 84 FR 35900 (‘‘Notice’’).
4 See Securities Exchange Act Release No. 86875
(September 11, 2019), 84 FR 47998.
5 The Exchange also proposes a number of
formatting clean-ups in Nasdaq Rule 4121. See
Notice, supra note 3, at 35903.
6 In particular, Nasdaq Rule 4121(c)(i) provides
that the re-opening of trading following a Level 1
or Level 2 trading halt shall follow the procedures
set forth in Nasdaq Rule 4120. The Exchange states
that these procedures are set forth in Nasdaq Rule
4120(c)(7) (see Notice, supra note 3, at 35901),
which provides, in relevant part, for a 5-minute
Display Only Period during which market
participants may enter quotes and orders in Nasdaq
systems, at the conclusion of which trading will
immediately resume through the Halt Cross under
Nasdaq Rule 4753.

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