30 Day Notice

138

Federal Register / Vol. 87, No. 1 / Monday, January 3, 2022 / Notices

Entity to withdraw. In addition, it
would be more difficult for the
Commission to properly regulate SBS
Entities if it were unable to quickly
identify those that have withdrawn from
the security-based swap business.
In 2017 there were approximately 55
entities that may need to register as SBS
Entities. That number has not changed.
The Commission estimates that these
Entities likely would incur a total
burden of 9,825 hours per year to
comply with Rules 15Fb1–1 through
15Fb6–2 and Forms SBSE, SBSE–A,
SBSE–BD, SBSE–C and SBSE–W.
In addition, Rules 15Fb1–1 through
15Fb6–2 and Forms SBSE, SBSE–A,
SBSE–BD, SBSE–C and SBSE–W may
impose certain costs on non-resident
persons that apply to be registered with
the Commission as SBS Entities,
including an initial and ongoing costs
associated with obtaining an opinion of
counsel indicating that it can, as a
matter of law, provide the Commission
with access to its books and records and
submit to Commission examinations,
and an ongoing cost associated with
establishing and maintaining a
relationship with a U.S. agent for
service of process.
The staff estimates, based on internet
research,1 that it would cost each
nonresident SBS Entity approximately
$191 annually to appoint and maintain
a relationship with a U.S. agent for
service of process. Consequently, the
total cost for all nonresident SBS
Entities to appoint and maintain
relationships with U.S. agents for
service of process is approximately
$4,202 per year.
Non-resident SBS Entities also would
incur outside legal costs associated with
obtaining an opinion of counsel. The
staff estimates that each of the estimated
22 non-resident persons that likely will
apply to register as SBS Entities with
the Commission would incur, on
average, approximately $25,000 in
outside legal costs to obtain the opinion
of counsel necessary to register, and that
the total annualized cost for all
nonresident SBS Entities to obtain this
opinion of counsel would be
approximately $183,333. Nonresident
SBS Entities would also need to obtain
a revised opinion of counsel after any

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1 See,

e.g., https://www.incorp.com/registeredagent-services/ (as of October 15, 2021, $129 per
year), https://www.wolterskluwer.com/en/solutions/
ct-corporation/registered-agent-services-solutions
(as of October 15, 2021, $305 per year), and https://
www.ailcorp.com/services/registered-agent (as of
October 15, 2021, $149 per year). The staff sought
websites that provided pricing information and a
comprehensive description of their registered agent
services. We calculated our estimate by averaging
the costs provided on these three websites—($129
+ $305 + $149) ÷ 3 = $191.

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changes in the legal or regulatory
framework that would impact the SBS
Entity’s ability to provide, or manner in
which it provides, the Commission with
prompt access to its books and records
or that impacts the Commission’s ability
to inspect and examine the SBS Entity.
We do not believe this would occur
frequently, and therefore estimate that
one non-resident entity may need to
recertify annually. Thus, the total
ongoing cost associated with obtaining a
revised opinion of counsel regarding the
new regulatory regime would be
approximately $25,000 annually.
Consequently, the total annualized cost
burden associated with Rules 15Fb1–1
through 15Fb6–2 and Forms SBSE,
SBSE–A, SBSE–BD, SBSE–C and SBSE–
W would be approximately $212,205
per year.
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<. Find this particular
information collection by selecting
‘‘Currently under 30-day Review—Open
for Public Comments’’ or by using the
search function. Written comments and
recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice to (i) >MBX.OMB.OIRA.SEC_
[email protected] < and (ii)
David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o John R.
Pezzullo, 100 F Street NE, Washington,
DC 20549, or by sending an email to:
[email protected].
Dated: December 28, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–28425 Filed 12–30–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0495, SEC File No.
270–438]

Submission for OMB Review;
Comment Request; Extension: Rule
154
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, under the
Paperwork Reduction Act of 1995 (44

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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 of the previously
approved collection of information
discussed below.
The federal securities laws generally
prohibit an issuer, underwriter, or
dealer from delivering a security for sale
unless a prospectus meeting certain
requirements accompanies or precedes
the security. Rule 154 (17 CFR 230.154)
under the Securities Act of 1933 (15
U.S.C. 77a) (the ‘‘Securities Act’’)
permits, under certain circumstances,
delivery of a single prospectus to
investors who purchase securities from
the same issuer and share the same
address (‘‘householding’’) to satisfy the
applicable prospectus delivery
requirements.1 The purpose of rule 154
is to reduce the amount of duplicative
prospectuses delivered to investors
sharing the same address.
Under rule 154, a prospectus is
considered delivered to all investors at
a shared address, for purposes of the
federal securities laws, if the person
relying on the rule delivers the
prospectus to the shared address,
addresses the prospectus to the
investors as a group or to each of the
investors individually, and the investors
consent to the delivery of a single
prospectus. The rule applies to
prospectuses and prospectus
supplements. Currently, the rule
permits householding of all
prospectuses by an issuer, underwriter,
or dealer relying on the rule if, in
addition to the other conditions set forth
in the rule, the issuer, underwriter, or
dealer has obtained from each investor
written or implied consent to
householding.2 The rule requires
issuers, underwriters, or dealers that
wish to household prospectuses with
implied consent to send a notice to each
investor stating that the investors in the
household will receive one prospectus
in the future unless the investors
provide contrary instructions. In
1 The Securities Act requires the delivery of
prospectuses to investors who buy securities from
an issuer or from underwriters or dealers who
participate in a registered distribution of securities.
See Securities Act sections 2(a)(10), 4(1), 4(3), 5(b)
(15 U.S.C. 77b(a)(10), 77d(1), 77d(3), 77e(b)); see
also rule 174 under the Securities Act (17 CFR
230.174) (regarding the prospectus delivery
obligation of dealers); rule 15c2–8 under the
Securities Exchange Act of 1934 (17 CFR 240.15c2–
8) (prospectus delivery obligations of brokers and
dealers).
2 Rule 154 permits the householding of
prospectuses that are delivered electronically to
investors only if delivery is made to a shared
electronic address and the investors give written
consent to householding. Implied consent is not
permitted in such a situation. See rule d 154(b)(4).

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khammond on DSKJM1Z7X2PROD with NOTICES

Federal Register / Vol. 87, No. 1 / Monday, January 3, 2022 / Notices
addition, at least once a year, issuers,
underwriters, or dealers, relying on rule
154 for the householding of
prospectuses relating to open-end
management investment companies that
are registered under the Investment
Company Act of 1940 (‘‘mutual funds’’)
and each series thereof must explain to
investors who have provided written or
implied consent how they can revoke
their consent.3 Preparing and sending
the notice and the annual explanation of
the right to revoke are collections of
information.
The rule allows issuers, underwriters,
or dealers to household prospectuses if
certain conditions are met. Among the
conditions with which a person relying
on the rule must comply are providing
notice to each investor that only one
prospectus will be sent to the household
and, in the case of issuers that are
mutual funds and any series thereof,
providing to each investor who consents
to householding an annual explanation
of the right to revoke consent to the
delivery of a single prospectus to
multiple investors sharing an address.
The purpose of the notice and annual
explanation requirements of the rule is
to ensure that investors who wish to
receive individual copies of
prospectuses are able to do so.
Although rule 154 is not limited to
mutual funds, the Commission believes
that it is used mainly by mutual funds
and by broker-dealers that deliver
mutual fund prospectuses. The
Commission is unable to estimate the
number of issuers other than mutual
funds that rely on the rule.
The Commission estimates that, as of
June 30, 2021, there are approximately
13,182 mutual fund series registered on
Form N–1A, approximately 1,279 of
which are directly sold and therefore
deliver their own prospectuses. Of
these, the Commission estimates that
approximately half (640 mutual fund
series): (i) Do not send the implied
consent notice requirement because
they obtain affirmative written consent
to household prospectuses in the fund’s
account opening documentation; or (ii)
do not take advantage of the
householding provision because of
electronic delivery options which lessen
the economic and operational benefits
of rule 154 when compared with the
costs of compliance. Therefore, the
Commission estimates that each of the
640 directly sold mutual fund series
will spend an average of 20 hours per
year complying with the notice
requirement of the rule, for a total of
12,800 burden hours. In addition, of the
approximately 1,279 mutual fund series
3 See

Rule 154(c).

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that are directly sold, the Commission
estimates that approximately 75% (or
960) will each spend 1 hour complying
with the annual explanation of the right
to revoke requirement of the rule, for a
total of 960 hours.
The Commission estimates that as of
December 31, 2020, there were
approximately 462 broker-dealers that
have customer accounts with mutual
funds, and therefore may be required to
deliver mutual fund prospectuses. The
Commission estimates that each affected
broker-dealer will spend, on average, 20
hours complying with the notice
requirement of the rule, for a total of
9,240 hours. In addition, each brokerdealer will also spend one hour
complying with the annual explanation
of the right to revoke requirement, for a
total of 462 hours. Therefore, the total
number of respondents for rule 154 is
1,422 (960 4 mutual fund series plus 462
broker-dealers), and the estimated total
hour burden is approximately 23,462
hours (13,760 hours for mutual fund
series, plus 9,702 hours for brokerdealers).
The estimate of average burden hours
is made solely for the purposes of the
Paperwork Reduction Act, and is not
derived from a comprehensive or even
a representative survey or study of the
costs of Commission rules and forms.
Compliance with the collection of
information requirements of the rule is
necessary to obtain the benefit of relying
on the rule. Responses to the collections
of information will not be kept
confidential. The rule does not require
these records be retained for any
specific period of time. 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.
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)
David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o John R.
Pezzullo, 100 F Street NE, Washington,
DC 20549 or send an email to: PRA_
[email protected]. Written comments
4 The Commission estimates that 640 mutual
funds prepare both the implied consent notice and
the annual explanation of the right to revoke
consent + 320 mutual funds that prepare only the
annual explanation of the right to revoke.

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139

and recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice to www.reginfo.gov/public/do/
PRAMain. Find this particular
information collection by selecting
‘‘Currently under 30-day Review—Open
for Public Comments’’ or by using the
search function.
Dated: December 28, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–28424 Filed 12–30–21; 8:45 am]
BILLING CODE 8011–01–P

SOCIAL SECURITY ADMINISTRATION
[Docket No: SSA–2021–0054]

Agency Information Collection
Activities: Proposed Request and
Comment Request
The Social Security Administration
(SSA) publishes a list of information
collection packages requiring clearance
by the Office of Management and
Budget (OMB) in compliance with
Public Law 104–13, the Paperwork
Reduction Act of 1995, effective October
1, 1995. This notice includes revisions
of OMB-approved information
collections.
SSA is soliciting comments on the
accuracy of the agency’s burden
estimate; the need for the information;
its practical utility; ways to enhance its
quality, utility, and clarity; and ways to
minimize burden on respondents,
including the use of automated
collection techniques or other forms of
information technology. Mail, email, or
fax your comments and
recommendations on the information
collection(s) to the OMB Desk Officer
and SSA Reports Clearance Officer at
the following addresses or fax numbers.
(OMB) Office of Management and
Budget, Attn: Desk Officer for SSA
Comments: https://www.reginfo.gov/
public/do/PRAMain. Submit your
comments online referencing Docket ID
Number [SSA–2021–0054].
(SSA) Social Security Administration,
OLCA, Attn: Reports Clearance
Director, 3100 West High Rise, 6401
Security Blvd., Baltimore, MD 21235,
Fax: 410–966–2830, Email address:
[email protected].
Or you may submit your comments
online through https://www.reginfo.gov/
public/do/PRAMain, referencing Docket
ID Number [SSA–2021–0054].
I.
The information collection below is
pending at SSA. SSA will submit it to

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