30 Day Notice

Federal Register / Vol. 84, No. 224 / Wednesday, November 20, 2019 / Notices
specified conditions, the count,
examination, and verification of the
broker-dealer’s entire list of securities
may be conducted on a cyclical basis
rather than on a certain date. Although
Rule 17a–13 does not require brokerdealers to file a report with the
Commission, discrepancies between a
broker-dealer’s records and the
securities counts may be required to be
reported, for example, as a loss on Form
X–17a–5 (17 CFR 248.617), which must
be filed with the Commission under
Exchange Act Rule 17a–5 (17 CFR
240.17a–5). Rule 17a–13 exempts
broker-dealers that limit their business
to the sale and redemption of securities
of registered investment companies and
interests or participation in an
insurance company separate account
and those who solicit accounts for
federally insured savings and loan
associations, provided that such persons
promptly transmit all funds and
securities and hold no customer funds
and securities. Rule 17a–13 also does
not apply to certain broker-dealers
required to register only because they
effect transactions in securities futures
products.
The information obtained from Rule
17a–13 is used as an inventory control
device to monitor a broker-dealer’s
ability to account for all securities held
in transfer, in transit, pledged, loaned,
borrowed, deposited, or otherwise
subject to the firm’s control or direction.
Discrepancies between the securities
counts and the broker-dealer’s records
alert the Commission and the selfregulatory organizations (‘‘SROs’’) to
those firms experiencing back-office
operational issues.
As of June 30, 2019, there are
approximately 3,744 broker-dealers
registered with the Commission.
However, given the variability in their
businesses, it is difficult to quantify
how many hours per year each brokerdealer spends complying with Rule
17a–13. As noted, Rule 17a–13 requires
a broker-dealer to account for all
securities in its possession or subject to
its control or direction. Many brokerdealers hold few, if any, securities;
while others hold large quantities.
Therefore, the time burden of complying
with Rule 17a–13 will depend on
respondent-specific factors, including a
broker-dealer’s size, number of
customers, and proprietary trading
activity. The staff estimates that the
average time spent per respondent is
100 hours per year on an ongoing basis
to maintain the records required under
Rule 17a–13. This estimate takes into
account the fact that more than half of
the 3,744 respondents—according to
financial reports filed with the

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Commission—may spend little or no
time complying with Rule 17a–13, given
that they do not do a public securities
business or do not hold inventories of
securities. For these reasons, the staff
estimates that the total compliance
burden per year is 374,400 hours (3,744
respondents × 100 hours/respondent).
The records required to be made by
Rule 17a–13 are available only to
Commission examination staff, state
securities authorities, and applicable
SROs. Subject to the provisions of the
Freedom of Information Act, 5 U.S.C.
522, and the Commission’s rules
thereunder (17 CFR 200.80(b)(4)(iii)),
the Commission does not generally
publish or make available information
contained in any reports, summaries,
analyses, letters, or memoranda arising
out of, in anticipation of, or in
connection with an examination or
inspection of the books and records of
any person or any other investigation.
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.
The public may view 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 by sending an email to:
[email protected]. Comments must
be submitted to OMB within 30 days of
this notice.
Dated: November 14, 2019.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019–25094 Filed 11–19–19; 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:

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64167

Regulation S–AM, SEC File No. 270–548,
OMB Control No. 3235–0609

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’’) has submitted to the
Office of Management and Budget
(‘‘OMB’’) a request for approval of
extension of the previously approved
collection of information provided for in
Regulation S–AM (17 CFR part 248,
subpart B), under the Fair Credit
Reporting Act (15 U.S.C. 1681 et seq.)
(‘‘FCRA’’), the Securities Exchange Act
of 1934 (15 U.S.C. 78a et seq.), the
Investment Company Act of 1940 (15
U.S.C. 80a–1 et seq.), and the
Investment Advisers Act of 1940 (15
U.S.C. 80b–1 et seq.).
Regulation S–AM implements the
requirements of Section 624 of the
FCRA (15 U.S.C. 1681s–3) with respect
to investment advisers and transfer
agents registered with the Commission,
as well as brokers, dealers and
investment companies (collectively,
‘‘Covered Persons’’). Section 624 and
Regulation S–AM limit a Covered
Person’s use of certain consumer
financial information received from an
affiliate to solicit a consumer for
marketing purposes, unless the
consumer has been given notice and a
reasonable opportunity and a reasonable
and simple method to opt out of such
solicitations. Regulation S–AM
potentially applies to all of the
approximately 20,195 Covered Persons
registered with the Commission,
although only approximately 11,309 of
them have one or more corporate
affiliates, and the regulation requires
only approximately 2,020 to provide
consumers with an affiliate marketing
notice and an opt-out opportunity.
The Commission staff estimates that
there are approximately 11,309 Covered
Persons having one or more affiliates,
and that they each spend an average of
0.20 hours per year to review affiliate
marketing practices, for, collectively, an
estimated annual time burden of 2,262
hours at an annual internal compliance
cost of approximately $1,203,384. The
staff also estimates that approximately
2,020 Covered Persons provide notice
and opt-out opportunities to consumers,
and that they each spend an average of
7.6 hours per year creating notices,
providing notices and opt-out
opportunities, monitoring the opt-out
notice process, making and updating
records of opt-out elections, and
addressing consumer questions and
concerns about opt-out notices, for,
collectively, an estimated annual time
burden of 15,352 hours at an annual

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64168

Federal Register / Vol. 84, No. 224 / Wednesday, November 20, 2019 / Notices

internal compliance cost of
approximately $2,999,296. Thus, the
staff estimates that the collection of
information requires a total of
approximately 11,309 respondents to
incur an estimated annual time burden
of a total of 17,614 hours at a total
annual internal cost of compliance of
approximately $4,202,680.
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.
The public may view 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 by sending an email to:
[email protected]. Comments must
be submitted to OMB within 30 days of
this notice.
Dated: November 14, 2019.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019–25098 Filed 11–19–19; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–87538; File No. SR–
NASDAQ–2019–087]

Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Modify
Certain Annual Listing Fees
November 14, 2019.

Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on November
6, 2019, The Nasdaq Stock Market LLC
(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘SEC’’ or ‘‘Commission’’) the proposed
rule change as described in Items I, II,
and III, below, which Items have been
prepared by the Exchange. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to modify
certain listing fees. While changes
proposed herein are effective upon
filing, the Exchange has designated the
proposed amendments to be operative
on January 1, 2020.
The text of the proposed rule change
is available on the Exchange’s website at
http://nasdaq.cchwallstreet.com/, at the
principal office of the Exchange, and at
the Commission’s Public Reference
Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these

statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The purpose of the proposed rule
change is to modify the Exchange’s allinclusive annual listing fees for all
domestic and foreign companies listing
equity securities covered by Listing
Rules 5910 and 5920 on the Nasdaq
Global Select, Global and Capital
Markets.
Currently, for companies listed on the
Capital Market, other than, in part,
ADRs, Closed-end Funds and Limited
Partnerships, the all-inclusive annual
fee ranges from $42,000 to $75,000; for
ADRs listed on the Capital Market the
all-inclusive annual fee ranges from
$42,000 to $50,000; and for Limited
Partnerships listed on the Capital
Market the all-inclusive annual fee
ranges from $30,000 to $37,500. On the
Global and Global Select Markets, the
all-inclusive annual fee for companies
other than, in part, ADRs, Closed-end
Funds and Limited Partnerships ranges
from $45,000 to $155,000; for ADRs the
all-inclusive annual fee ranges from
$45,000 to $80,000; and for Limited
Partnerships the all-inclusive annual fee
ranges from $37,500 to $77,500. The allinclusive annual fee for Closed-end
Funds listed on any market tier ranges
from $30,000 to $100,000. In each case,
a company’s all-inclusive annual fee is
based on its total shares outstanding.3
Nasdaq proposes to amend the allinclusive annual fee for all domestic
and foreign companies listing equity
securities on the Nasdaq Global Select,
Global and Capital Markets to the
following amounts,4 effective January 1,
2020:

GLOBAL/GLOBAL SELECT MARKETS
Annual fee
before the
proposed change

Total shares outstanding
Equity securities other than, in part, ADRs, Closed-end Funds and Limited Partnerships:
Up to 10 million shares ....................................................................................................................
10+ to 50 million shares ...................................................................................................................
50+ to 75 million shares ...................................................................................................................
1 15

U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 REITs are subject to the same fee schedule as
other equity securities; however for the purpose of
determining the total shares outstanding, shares
2 17

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outstanding of all members in a REIT Family listed
on the same Nasdaq market tier may be aggregated.
Similarly, for the purpose of determining the total
shares outstanding, fund sponsors may aggregate
shares outstanding of all Closed-End Funds in the

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$45,000
55,000
75,000

Annual fee
effective
January 1, 2020

$46,000
56,500
77,000

same fund family listed on the Nasdaq Global
Market or the Nasdaq Capital Market. See Listing
Rules 5910(b)(2) and 5920(b)(2).
4 The proposed fee change reflects about 2.5%
increase rounded to the nearest $500.

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