30 Day Notice

Federal Register / Vol. 87, No. 189 / Friday, September 30, 2022 / Notices
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 by
October 31, 2022 to (i)
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov and (ii) David Bottom,
Director/Chief Information Officer,
Securities and Exchange Commission, c/
o John Pezzullo, 100 F Street NE,
Washington, DC 20549, or by sending an
email to: [email protected].
Dated: September 26, 2022.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022–21200 Filed 9–29–22; 8:45 am]
BILLING CODE 8011–01–P

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

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Submission for OMB Review;
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. 350l-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.

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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
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
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.
4 44 U.S.C. 3501–3502.

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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.
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
5 Investment 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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Federal Register / Vol. 87, No. 189 / Friday, September 30, 2022 / Notices

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. Responses will not be kept
confidential. 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 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 by October 31, 2022 to (i)
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov and (ii) David Bottom,
Director/Chief Information Officer,
Securities and Exchange Commission, c/
o John Pezzullo, 100 F Street NE,
Washington, DC 20549, or by sending an
email to: [email protected].
Dated: September 26, 2022.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022–21201 Filed 9–29–22; 8:45 am]

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BILLING CODE 8011–01–P

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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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–95909; File No. SR–IEX–
2022–07]

Self-Regulatory Organizations;
Investors Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend IEX
Rule 11.270 (Cleary Erroneous
Executions)
September 26, 2022.

Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on
September 21, 2022, the Investors
Exchange LLC (‘‘IEX’’ or the
‘‘Exchange’’) filed with the Securities
and Exchange Commission (the
‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by the self-regulatory organization. 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
Pursuant to the provisions of Section
19(b)(1) under the Act,4 and Rule 19b–
4 thereunder,5 the Exchange is filing
with the Commission a proposed rule
change to amend IEX Rule 11.270
(Clearly Erroneous Executions). IEX has
designated this rule change as ‘‘noncontroversial’’ under Section 19(b)(3)(A)
of the Act 6 and provided the
Commission with the notice required by
Rule 19b–4(f)(6) thereunder.7
The text of the proposed rule change
is available at the Exchange’s website at
www.iextrading.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
self-regulatory organization 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 statement may be examined at
the places specified in Item IV below.
1 15

U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
4 15 U.S.C. 78s(b)(1).
5 17 CFR 240.19b–4.
6 15 U.S.C. 78s(b)(3)(A).
7 17 CFR 240.19b–4.
2 15

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The self-regulatory organization 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 amend IEX Rule 11.270
(Clearly Erroneous Executions). On
September 1, 2022, the Commission
approved the proposal of Cboe BZX
Exchange, Inc. (‘‘BZX’’), to adopt on a
permanent basis its pilot program for
Clearly Erroneous Executions in BZX
Rule 11.17.8 Based on the BZX
approval, the Exchange proposes
substantially identical amendments to
IEX Rule 11.270 to: (1) limit the
circumstances where clearly erroneous
review would continue to be available
during Regular Market Hours,9 when the
National Market System Plan to Address
Extraordinary Market Volatility (the
‘‘LULD Plan’’) 10 already provides
similar protections for trades occurring
at prices that may be deemed erroneous.
The Exchange believes that these
changes are appropriate as the LULD
Plan has been approved by the
Commission on a permanent basis,11
and in light of amendments to the LULD
Plan, including changes to the
applicable Price Bands 12 around the
open and close of trading. Further, the
proposed rule change is based on and
substantively identical to the recentlyapproved changes to BZX Rule 11.17.
The only differences between this
proposed rule change and the BZX rule
change are: (i) IEX’s Clearly Erroneous
Execution rule is not a pilot program,13
and therefore does not need to be made
permanent; (ii) IEX and BZX use
different terms to define trading
sessions (i.e., the Exchange uses the
terms Regular Market Hours, Pre-Market
8 See Securities Exchange Act Release No. 95658
(September 1, 2022) (SRCboeBZX–2022–037) (‘‘BZX
approval’’).
9 The term ‘‘Regular Market Hours’’ or ‘‘Regular
Market Session’’ means the time between 9:30 a.m.
and 4:00 p.m. Eastern Time. See IEX Rule 1.160(gg).
10 See Securities Exchange Act Release No. 67091
(May 31, 2012), 77 FR 33498 (June 6, 2012).
11 See Securities Exchange Act Release No. 85623
(April 11, 2019), 84 FR 16086 (April 17, 2019). (File
No. 4–631) (‘‘Amendment Eighteen’’).
12 ‘‘Price Bands’’ refers to the term provided in
Section V of the LULD Plan.
13 IEX’s Clearly Erroneous Execution rule has
been effective, and not a pilot, since IEX’s approval
for registration as a national securities exchange in
2016. See Securities Exchange Act Release No.
78101 (June 17, 2016), 81 FR 41142 (June 23, 2016)
(File No. 10–222).

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