Rule 101, 17 CFR 242.101 (Activities by Distribution Participants)

Forms and Documents

Forms and supporting documents for this ICR

Document	Type	Status	Availability
87 FR 18312.pdf	Supporting Statement B	Uploaded 2023-02-22	Repair queued
3235-0464 Supporting Statement (Proposed Partial Revision).pdf	Supporting Statement A	Uploaded 2023-02-22	Repair queued

IC Document Collections

Information collection document groups

IC ID	Collection	Type	Status	Form
35158	Rule 101, 17 CFR 242.101 (Activities by Distribution Participants)		Removed
258659	Gathering data and performing analysis to calculate the probability of default (Rule 101)-- Ongoing		New
258656	Gathering data and performing analysis to calculate the probability of default (Rule 101)-- Initial		New
258655	Firm Commitment Underwritten Offerings de minimis policy drafting		New
258652	Audit of WSPs for Info Barriers with Affiliates		New
258651	Self-Underwritten Offering ADTV Calculation		New
258649	Restricted Period ADTV Calculation		New

ICR Details

OMB Control No: 3235-0464	ICR Reference No: 202302-3235-026
Status: Historical Inactive	Previous ICR Reference No: 202003-3235-012
Agency/Subagency: SEC	Agency Tracking No: TM-270-408
Title: Rule 101, 17 CFR 242.101 (Activities by Distribution Participants)
Type of Information Collection: Revision of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular
OIRA Conclusion Action: Comment filed on proposed rule and continue	Conclusion Date: 05/08/2023
Retrieve Notice of Action (NOA)	Date Received in OIRA: 02/22/2023
Terms of Clearance: Pursuant to 5 CFR 1320.11(c), OMB files this comment on this information collection request (ICR). This OMB action is not an approval to conduct or sponsor an information collection under the Paperwork Reduction Act of 1995. This action has no effect on any current approvals. If OMB has assigned this ICR a new OMB Control Number, the OMB Control Number will not appear in the active inventory. For future submissions of this information collection, reference the OMB Control Number provided. The agency shall examine public comment in response to the NPRM and will describe in the supporting statement of its next collection any public comments received regarding the collection as well as why (or why it did not) incorporate the commenter’s recommendation. The next submission to OMB must include the draft final rule.

table that charts list comparision

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	07/31/2023	07/31/2023	08/31/2023
Responses	1,589	0	1,589
Time Burden (Hours)	27,215	0	27,215
Cost Burden (Dollars)	0	0	0

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Abstract: Rule 101 restricts certain activities of distribution participants and their affiliated purchasers during the distribution period. The proposed amendments would require distribution participants and their affiliated purchasers to maintain records of all instances of reliance on the de minimis transactions exception from Rule 101 of Regulation M. Proposed Partial Revision: The SEC has proposed amendments to Rule 101 of Regulation M to remove the existing exceptions for nonconvertible debt securities, nonconvertible preferred securities, and asset-backed securities that are rated by at least one NRSRO in one of its generic rating categories that signifies investment grade (“Investment Grade Exception.”) In place of the Rule 101 Investment Grade Exception for distributions of nonconvertible debt securities and nonconvertible preferred securities, the SEC proposed an alternative standard of creditworthiness for nonconvertible securities based on an issuer's probability of default, resulting in PRA burdens on those who would rely on the proposed probability of default exception. The information collected under the proposal would be used to ensure that the nonconvertible debt securities most resistant to manipulation are excepted from Rule 101, as securities of issuers of a certain credit quality trade based on yield and credit-worthiness.

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Authorizing Statute(s): US Code: 15 USC 80a-23, 80a-29, and 80a-37 Name of Law: Investment Company Act of 1940, Sections 23, 29 and 37
   PL: Pub.L. 111 - 203 939A Name of Law: Dodd Frank Wall Street Reform and Consumer Protection Act
   Statute at Large: 124 Stat. 1376 Name of Statute: Dodd Frank Wall Street Reform and Consumer Protection Act
   US Code: 15 USC 77g,77q(a),77s(a) Name of Law: Securities Act of 1933, Sections 7, 17(a), and 19(a)
   US Code: 15 USC 78b,78c,78g(c)(2),78i(a),78j Name of Law: Securities Exchange Act of 1934, Sections 2,3,7(c)(2), 9(a), 10
   US Code: 15 USC 78q(h), 78w(a), 78dd-1, 78mm Name of Law: Securities Exchange Act of 1934, Sections 17(h), 23(a), 30A and 36
   US Code: 15 USC 78k-1(c), 78I,78m,78n,78o(b), Name of Law: Securities Exchange Act of 1934, Sections 11A(c), 12, 13, 14, 15(b),
   US Code: 15 USC 78o(c),78o(h),78q(a),78q(b) Name of Law: Securities Exchange Act of 1934, Sections 15(c), 15(h), 17(a), 17(b)
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AL14	Proposed rulemaking	87 FR 18312	03/03/2022

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Federal Register Notices & Comments

Did the Agency receive public comments on this ICR? No

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Number of Information Collection (IC) in this ICR: 6

table that charts list of burden

IC Title	Form No.	Form Name
Audit of WSPs for Info Barriers with Affiliates
Firm Commitment Underwritten Offerings de minimis policy drafting
Gathering data and performing analysis to calculate the probability of default (Rule 101)-- Initial
Gathering data and performing analysis to calculate the probability of default (Rule 101)-- Ongoing
Restricted Period ADTV Calculation
Rule 101, 17 CFR 242.101 (Activities by Distribution Participants)
Self-Underwritten Offering ADTV Calculation

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Burden increases because of Program Change due to Agency Discretion: Yes

Burden Increase Due to: Changing Regulations

Burden decreases because of Program Change due to Agency Discretion: Yes

Burden Reduction Due to: Changing Regulations

Short Statement: The Commission has proposed amendments to Rule 101, which would add two new ICs for this ICR. The two ICs are titled: "Gathering data and performing analysis to calculate the probability of default (Rule 101)-- Initial," and "Gathering data and performing analysis to calculate the probability of default (Rule 101)-- Ongoing." These collections are entirely new and would add annual hour burdens to this ICR of 237 hours and 19,076 hours, respectively. NOTE: Previous submissions for this OMB number combined the hour burdens of several information collections into a single IC entry, titled "Rule 101, 17 CFR 242.101 (Activities by Distribution Participants)". However, the hour burdens in the proposed new ICs do not combine easily into this single IC. Accordingly, we have removed the single IC and replaced it with five separate ICs that were previously combined (this breakdown is also in the Supporting Statement), and then added the two new ICs. However, the hour burdens for these five ICs are not proposed to be revised. The only new hour burdens are in the two new ICs, which are sixth and seventh on the list of IC titles above.

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Annual Cost to Federal Government: $0

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination.     No

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination.     No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? Yes

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? No

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Common Form ICR:  No

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On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

(iv) Nature of response (voluntary, required for a benefit, or mandatory);

(v) Nature and extent of confidentiality; and

(vi) Need to display currently valid OMB control number;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

Certification Date: 02/22/2023

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