60 Day Notice

Federal Register / Vol. 87, No. 146 / Monday, August 1, 2022 / Notices
SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–465, OMB Control No.
3235–0528]

Proposed Collection; Comment
Request; Extension: Rule 237

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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 (‘‘OMB’’) for
extension and approval.
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
this registration requirement, CanadianU.S. Participants previously were not
able to purchase or exchange securities
for their Canadian retirement accounts
1 15 U.S.C. 77. In addition, the offering and
selling of securities of investment companies
(‘‘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.

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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 2,553 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 25
(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 25
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: 3,461 total issuers ¥ (82 closed-end
funds + 826 exchange-traded products) = 2,553 total
equity and bond issuers. See The MiG Report,
Toronto Stock Exchange and TSX Venture
Exchange (January 2022) (providing number of
issuers on the Toronto Exchange). This calculation
excludes Canadian funds to avoid double-counting
disclosure burdens under rule 237 and rule 7d–2.

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issuers, on average, distributes 3
different written offering documents
concerning those securities, for a total of
75 offering documents.
The staff therefore estimates that
during each year that rule 237 is in
effect, approximately 25 respondents 5
would be required to make 75 responses
by adding the new disclosure statements
to approximately 75 written offering
documents. Thus, the staff estimates
that the total annual burden associated
with the rule 237 disclosure
requirement would be approximately 13
hours (75 offering documents × 10
minutes per document). The total
annual cost of internal burden hours is
estimated to be $5,915 (13 hours × $455
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.
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
through the use of automated collection
techniques or other forms of information
technology. Consideration will be given
to comments and suggestions submitted
by September 30, 2022.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
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 $455 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 adjusted to account for the effects of
inflation.

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Federal Register / Vol. 87, No. 146 / Monday, August 1, 2022 / Notices

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 26, 2022.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022–16355 Filed 7–29–22; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–95365; File No. SR–MIAX–
2022–26]

Self-Regulatory Organizations; Miami
International Securities Exchange,
LLC; Notice of Filing and Immediate
Effectiveness of a Proposed Rule
Change To Amend Exchange Rule 404,
Series of Option Contracts Open for
Trading
July 26, 2022.

Pursuant to the provisions of 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 13, 2022, Miami International
Securities Exchange, LLC (‘‘MIAX
Options’’ or the ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) a
proposed rule change as described in
Items I and II 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 is filing a proposal to
amend Exchange Rule 404, Series of
Option Contracts Open for Trading.
The text of the proposed rule change
is available on the Exchange’s website at
http://www.miaxoptions.com/rulefilings/ at MIAX Options’ principal
office, 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 Exchange proposes to amend
Exchange Rule 404, Series of Option
Contracts Open for Trading.
Specifically, the Exchange proposes to

amend Interpretations and Polices .11 of
Rule 404 to account for conflicts
between different provisions within the
Short Term Option Series Rules.
Background
In 2021, the Exchange amended Rule
404 to limit the intervals between
strikes in equity options listed as part of
the Short Term Option Series Program,
excluding Exchange-Traded Fund
Shares and ETNs, that have an
expiration date more than twenty-one
days from the listing date (‘‘Strike
Interval Proposal’’).3 The Strike Interval
Proposal adopted new Policy .11 to
Interpretations and Policies of Rule 404,
which included a table that intended to
specify the applicable strike intervals
that would supersede Policy .02(e) 4 of
Rule 404 for Short Term Option Series
in equity options, excluding ExchangeTraded Fund Shares and ETNs, which
have an expiration date more than
twenty-one days from the listing date.
The Strike Interval Proposal was
designed to reduce the density of strike
intervals that would be listed in later
weeks, within the Short Term Option
Series Program, by utilizing limitations
for intervals between strikes which have
an expiration date more than twentyone days from the listing date.
The Exchange now proposes to amend
the rule text within Policy .11 of
Interpretations and Policies of Rule 404
to clarify current rule text and amend
the application of the table to account
for potential conflicts within the Short
Term Option Series Rules. Currently,
the table within Policy .11 of Rule 404
is as follows: 5
Share price

Tier

Average daily volume
Less than $25

1 ...........................
2 ...........................
3 ...........................

Greater than 5,000 ............................
Greater than 1,000 to 5,000 ..............
0 to 1,000 ..........................................

The first sentence of Policy .11 of
Rule 404 provides, ‘‘[w]ith respect to
listing Short Term Option Series in
equity options, excluding Exchange1 15

U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 91776
(May 5, 2021), 86 FR 25923 (May 11, 2021) (SR–
MIAX–2021–12).
4 The strike price interval for Short Term Option
Series may be $0.50 or greater for option classes
that trade in $1 strike price intervals and are in the
Short Term Option Series Program. If the class does
not trade in $1 strike price intervals, the strike price
interval for Short Term Option Series may be $0.50

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$25 to less
than $75

$0.50
1.00
2.50

$75 to less
than $150

$1.00
1.00
5.00

$1.00
1.00
5.00

$150 to less
than $500
$5.00
5.00
5.00

$500 or
greater
$5.00
10.00
10.00

Traded Fund Shares and ETNs, which
have an expiration date more than
twenty-one (21) days from the listing

date, the following table will apply as
noted within Policy .02(f).’’
First, the Exchange proposes to
amend the first sentence of Policy .11 of

or greater where the strike price is less than $100
and $1.00 or greater where the strike price is
between $100 and $150, and $2.50 or greater for
strike prices greater than $150. See Policy .02(e) of
Exchange Rule 404.
5 The Share Price is the closing price on the
primary market on the last day of the calendar
quarter. In the event of a corporate action, the Share
Price of the surviving company is utilized. The
Average Daily Volume is the total number of
options contracts traded in a given security for the
applicable calendar quarter divided by the number

of trading days in the applicable calendar quarter.
Beginning on the second trading day in the first
month of each calendar quarter, the Average Daily
Volume shall be calculated by utilizing data from
the prior calendar quarter based on Customercleared volume at The Options Clearing
Corporation. For options listed on the first trading
day of a given calendar quarter, the Average Daily
Volume shall be calculated using the quarter prior
to the last trading calendar quarter. See
Interpretations and Policies .11 of Exchange Rule
404.

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