60 Day Notice

3235-0527.pdf

Rule 7d-2 (17 CFR 270.7d-2) under the Investment Company Act of 1940, Definition of "public offering" as used in section 7(d) of the Act with respect to certain Canadian tax-deferred

60 Day Notice

OMB: 3235-0527

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Federal Register / Vol. 87, No. 141 / Monday, July 25, 2022 / Notices
route number, vehicle number, or Fuel
Purchase Fleet Card Personal
Identification Number (PIN), contract
number, Accounts Payable Excellence
(APEX) System Number, and Standard
Carrier Alpha Code (SCAC).
POLICIES AND PRACTICES FOR RETENTION AND
DISPOSAL OF RECORDS:

1. Route inspection records and minor
adjustment worksheets are retained 2
years where inspections or minor
adjustments are made annually or more
frequently. Where inspections are made
less than annually, records are retained
until a new inspection or minor
adjustment, and an additional 2 years
thereafter.
2. Statistical engineering records are
retained 5 years and may be retained
further on a year-to-year basis.
3. Agreements for use of a privately
owned vehicle are retained 2 years. Post
office copies of payment authorizations
are retained 90 days. Vehicle records are
maintained for the life of the vehicle.
4. Records of employees who operate
or maintain USPS vehicles are retained
4 years.
5. Records of highway vehicle
contract employees are retained 1 year
after contract expiration or contract
employee termination.
6. Records pertaining to the USPS fuel
fleet card purchase program are retained
for 10 years. Records existing on paper
are destroyed by burning, pulping, or
shredding. Records existing on
computer storage media are destroyed
according to the applicable USPS media
sanitization practice.
7. Records stored within the Bid
Solicitation and Contract Management
System are retained for 6 years after the
end of the fiscal year in which the
contract record become inactive.

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ADMINISTRATIVE, TECHNICAL, AND PHYSICAL
SAFEGUARDS:

Paper records, computers, and
computer storage media are located in
controlled-access areas under
supervision of program personnel.
Access to these areas is limited to
authorized personnel, who must be
identified with a badge.
Access to records is limited to
individuals whose official duties require
such access. Contractors and licensees
are subject to contract controls and
unannounced on-site audits and
inspections.
Computers are protected by
mechanical locks, card key systems, or
other physical access control methods.
The use of computer systems is
regulated with installed security
software, computer logon
identifications, and operating system

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controls including access controls,
terminal and transaction logging, and
file management software.
RECORD ACCESS PROCEDURES:

Requests for access must be made in
accordance with the Notification
Procedure above and USPS Privacy Act
regulations regarding access to records
and verification of identity under 39
CFR 266.5.
CONTESTING RECORD PROCEDURES:

See Notification Procedure and
Record Access Procedures above.
NOTIFICATION PROCEDURES:

Current and former employees, and
highway vehicle contract employees,
wanting to know if information about
them is maintained in this system of
records must address inquiries to the
facility head where currently or last
employed. Requests must include full
name, Social Security Number or
Employee Identification Number, and,
where applicable, the route number and
dates of any related agreements or
contracts.
EXEMPTIONS PROMULGATED FOR THE SYSTEM:

None.
HISTORY:

May 15, 2020, 85 FR 29492; June 27,
2012, 77 FR 38342.
*
*
*
*
*
Joshua J. Hofer,
Attorney, Ethics & Legal Compliance.
[FR Doc. 2022–15853 Filed 7–22–22; 8:45 am]
BILLING CODE 7710–12–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–464, OMB Control No.
3235–0527]

Proposed Collection; Comment
Request; Extension: Rule 7d–2
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
(44 U.S.C. 3501–3520), the Securities
and Exchange Commission (the
‘‘Commission’’) is soliciting comments
on the collection of information
summarized below. The Commission
plans to submit this existing collection
of information to the Office of
Management and Budget for extension
and approval.
In Canada, as in the United States,
individuals can invest a portion of their

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44159

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
investment companies (‘‘funds’’) that
are ‘‘qualified companies’’ for Canadian
retirement accounts are not registered
under the U.S. securities laws.
Securities of those unregistered funds,
therefore, generally cannot be publicly
offered and sold in the United States
without violating the registration
requirement of the Investment Company
Act of 1940 (‘‘Investment Company
Act’’).1 As a result of this registration
requirement, Canadian-U.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 7d–2 under
the Investment Company Act 3 permits
foreign funds to offer securities to
Canadian-U.S. Participants and sell
securities to Canadian retirement
accounts without registering as
1 15 U.S.C. 80a. In addition, the offering and
selling of securities that are not registered pursuant
to the Securities Act of 1933 (‘‘Securities Act’’) is
generally prohibited by U.S. securities laws. 15
U.S.C. 77.
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 237 under the Securities Act,
permitting securities of foreign issuers to be offered
to Canadian-U.S. Participants and sold to Canadian
retirement accounts without being registered under
the Securities Act. 17 CFR 230.237.
3 17 CFR 270.7d–2.

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Federal Register / Vol. 87, No. 141 / Monday, July 25, 2022 / Notices

investment companies under the
Investment Company Act.
Rule 7d–2 contains a ‘‘collection of
information’’ requirement within the
meaning of the Paperwork Reduction
Act of 1995.4 Rule 7d–2 requires written
offering materials for securities offered
or sold in reliance on that rule to
disclose prominently that those
securities and the fund issuing those
securities are not registered with the
Commission, and that those securities
and the fund issuing those securities are
exempt from registration under U.S.
securities laws. Rule 7d–2 does not
require any documents to be filed with
the Commission.
Rule 7d–2 requires written offering
documents for securities offered or sold
in reliance on the rule to disclose
prominently that the securities are not
registered with the Commission and
may not be offered or sold in the United
States unless registered or exempt from
registration under the U.S. securities
laws, and also to disclose prominently
that the fund that issued the securities
is not registered with the Commission.
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 broker-dealer 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 staff estimates that there are 4,312
publicly offered Canadian funds that
potentially would rely on the rule to
offer securities to participants and sell
securities to their Canadian retirement
accounts without registering under the
Investment Company Act.5 The staff
estimates that all of these funds have
previously relied upon the rule and
have already made the one-time change
to their offering documents required to
rely on the rule. The staff estimates that
216 (5 percent) additional Canadian
funds would newly rely on the rule each
year to offer securities to Canadian-U.S.
4 44

U.S.C. 3501–3502.
Company Institute, 2021 Investment
Company Fact Book (2021) at 276, tbl. 66, available
at https://www.ici.org/system/files/2021-05/2021_
factbook.pdf. Since the last renewal, we understand
that the Investment Company Institute has changed
its methodology to enhance the accuracy of how it
estimates the number of Canadian funds. The
estimate used for this renewal reflects this change
in methodology and the number of estimated
Canadian funds has increased from the last renewal.

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5 Investment

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Participants and sell securities to their
Canadian retirement accounts, thus
incurring the paperwork burden
required under the rule. The staff
estimates that each of those funds, on
average, distributes 3 different written
offering documents concerning those
securities, for a total of 648 offering
documents. The staff therefore estimates
that 216 respondents would make 648
responses by adding the new disclosure
statement to 648 written offering
documents. The staff therefore estimates
that the annual burden associated with
the rule 7d–2 disclosure requirement
would be 108 hours (648 offering
documents × 10 minutes per document).
The total annual cost of these burden
hours is estimated to be $49,140 (108
hours × $455 per hour of attorney
time).6
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.
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
estimate of the burden of the 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
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 $455 per hour figure
for an Attorney is based on SIFMA’s Management
& Professional Earnings in the Securities Industry
2013, updated for 2022, modified by Commission
staff to account for an 1800-hour work-year and
inflation, and multiplied by 5.35 to account for
bonuses, firm size, employee benefits and overhead.
As discussed in footnote 5, since the last renewal,
we understand that the Investment Company
Institute has changed its methodology to enhance
the accuracy of how it estimates the number of
Canadian funds. The estimate used for this renewal
reflects this change in methodology and the hourly
burden has increased from the last renewal.

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through the use of automated collection
techniques or other forms of information
technology. Consideration will be given
to comments and suggestions submitted
by September 23, 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, Acting Director/Chief
Information Officer, Securities and
Exchange Commission, c/o John
Pezzullo, 100 F Street NE, Washington,
DC 20549 or send an email to: PRA_
[email protected] .
Dated: July 19, 2022.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022–15780 Filed 7–22–22; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–95322; File No. SR–FINRA–
2022–020]

Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Extend the Current
Pilot Program Related to FINRA Rule
11892 (Clearly Erroneous Transactions
in Exchange-Listed Securities)
July 19, 2022.

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 July 19,
2022, the Financial Industry Regulatory
Authority, Inc. (‘‘FINRA’’) filed with the
Securities and Exchange Commission
(‘‘SEC’’ or ‘‘Commission’’) the proposed
rule change as described in Items I and
II below, which Items have been
prepared by FINRA. FINRA has
designated the proposed rule change as
constituting a ‘‘non-controversial’’ rule
change under paragraph (f)(6) of Rule
19b–4 under the Act,3 which renders
the proposal effective upon receipt of
this filing by the Commission. 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
FINRA is proposing to extend the
current pilot program related to FINRA
1 15

U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 17 CFR 240.19b–4(f)(6).
2 17

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