30 Day Notice

Federal Register / Vol. 88, No. 116 / Friday, June 16, 2023 / Notices
Commission believes that all the R&D
companies that existed prior to the
adoption of rule 3a–8 adopted their
board resolutions and established
written investment guidelines in 2003
when the rule was adopted. We expect
that R&D companies formed subsequent
to the adoption of rule 3a–8 would
adopt the board resolution and
investment guidelines simultaneously
with their formation documents in the
ordinary course of business.4 Therefore,
we estimate that rule 3a–8 does not
impose additional burdens.
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 August 15, 2023.
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, 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: June 13, 2023.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023–12989 Filed 6–15–23; 8:45 am]

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recorded in the ordinary course of business and
would not create additional time burdens.
4 In order for these companies to raise sufficient
capital to fund their product development stage,
Commission staff believes that they will need to
present potential investors with investment
guidelines. Investors generally want to be assured
that the company’s funds are invested consistent
with the goals of capital preservation and liquidity.

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SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–485, OMB Control No.
3235–0547]

Submission for OMB Review;
Comment Request: Extension:
‘‘Investor Form’’
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 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget
(‘‘OMB’’) a request to approve the
collection of information discussed
below.
Each year the Commission receives
several thousand contacts from
investors who have complaints or
questions on a wide range of
investment-related issues. To make it
easier for the public to contact the
agency electronically, the Commission’s
Office of Investor Education and
Advocacy (‘‘OIEA’’) created an
electronic form (the Investor Form) that
provides drop down options to choose
from in order to categorize the investor’s
complaint or question, and may also
provide the investor with automated
information about their issue. The
Investor Form asks investors to provide
information concerning, among other
things, their names, how they can be
reached, the names of the individuals or
entities involved, the nature of their
complaint or tip, what documents they
can provide, and what, if any, actions
they have taken. Use of the Investor
Form is voluntary. Absent the forms, the
public still has several ways to contact
the agency, including telephone,
facsimile, letters, and email. Investors
can access the Investor Form through
the consolidated Investor Complaint
and Question web page.
The dual purpose of the Investor
Form is to make it easier for the public
to contact the agency with complaints,
questions, tips, or other feedback and to
streamline the workflow of Commission
staff that record, process, and respond to
investor contacts. Investors who submit
complaints, ask questions, or provide
tips do so voluntarily. Although the
Investor Form provides a structured
format for incoming investor
correspondence, the Commission does
not require that investors use any
particular form or format when
contacting the agency. Investors who

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choose not to use the Investor Form will
receive the same level of service as
those who do.
OIEA receives approximately 30,000
contacts each year through the Investor
Form. Investors who choose not to use
the Investor Form receive the same level
of service as those who do. The
Commission uses the information that
investors supply on the Investor Form to
review and process the contact (which
may, in turn, involve responding to
questions, processing complaints, or, as
appropriate, initiating enforcement
investigations), to maintain a record of
contacts, to track the volume of investor
complaints, and to analyze trends.
The staff of the Commission estimates
that the total reporting burden for using
the Investor Form is 7,500 hours. The
calculation of this estimate depends on
the number of investors who use the
forms each year and the estimated time
it takes to complete the forms: 30,000
respondents × 15 minutes = 7,500
burden hours.
Members of the public should be
aware that an agency may not conduct
or sponsor, and a person is not required
to respond to, a collection of
information unless a currently valid
OMB control number is displayed.
Background documentation for this
information collection may be viewed at
the following link, http://
www.reginfo.gov. Written comments and
recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice by July 17, 2023 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: June 12, 2023.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023–12850 Filed 6–15–23; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–196, OMB Control No.
3235–0202]

Submission for OMB Review;
Comment Request; Extension: Rule
15c2–11
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736

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39498

Federal Register / Vol. 88, No. 116 / Friday, June 16, 2023 / Notices

Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
(‘‘PRA’’) (44 U.S.C. 3501 et seq.) the
Securities and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget
(‘‘OMB’’) a request for approval of
extension of the previously approved
collection of information provided for in
Rule 15c2–11 (17 CFR 240.15c2–11)
(‘‘Rule’’), under the Securities Exchange
Act of 1934 (15 U.S.C. 78a et seq.).
Rule 15c2–11 governs the publication
of quotations for securities in a
quotation medium other than a national
securities exchange (i.e., over the
counter (‘‘OTC’’) securities). The Rule is
designed to prevent broker-dealers from
publishing or submitting quotations for
OTC securities that may facilitate a

fraudulent or manipulative scheme.
Subject to certain exceptions, the Rule
prohibits broker-dealers from publishing
any quotation for a security or, directly
or indirectly, submitting any quotation
for publication, in a quotation medium
unless they have reviewed specified
information concerning the issuer.
Based on the current structure of the
market, the Commission staff believes
that the recordkeeping and review
requirements under Rule 15c2–11 1
apply to 86 broker-dealers, one qualified
interdealer quotation system (‘‘Q–
IDQS’’), and one registered national
securities association.2 Based on
information provided by the Financial
Industry Regulatory Authority, Inc.
(‘‘FINRA’’), the Commission staff
understands that in the 2022 calendar

year, 377 Form 211 applications were
filed to initiate the publication or
submission of quotations of OTC
securities:3 60 of these Forms 211
concerned OTC securities of prospectus
issuers, Regulation A (‘‘Reg. A’’) issuers,
and reporting issuers; 258 concerned
OTC securities of ‘‘exempt foreign
private issuers’’; and 59 concerned OTC
securities of ‘‘catch-all issuers.’’ The
collection of information that is
submitted to FINRA for review and
approval is currently not available to the
public from FINRA.
The Commission staff’s estimates of
the ongoing annual hour burdens
associated with the information
collection requirements prescribed in
the Rule are summarized in the chart
below.
Total annual
burden
industrywide
(hours)

Information collection

Recordkeeping associated with the initial publication or submission of a quotation in a quotation medium .....................................
Recordkeeping when relying on an exception under paragraph (f), that paragraph (b) information is current and publicly available ...................................................................................................................................................................................................
Recordkeeping obligations under unsolicited quotation exception under paragraph (f)(2) ................................................................
Recordkeeping obligations regarding the frequency of a priced bid or offer quotation under paragraph (f)(3)(i)(A) .........................
Recordkeeping obligations regarding determining shell status under the proviso in paragraph (f)(3)(i)(B) .......................................
Recordkeeping obligations regarding trading suspensions under the provision in paragraph (f)(3)(i)(B) ..........................................
Recordkeeping obligations for the exceptions under paragraph (f)(5)—Asset Test ...........................................................................
Recordkeeping obligations for the exceptions under paragraph (f)(5)—ADTV Test ..........................................................................
Recordkeeping obligations of broker-dealers relying on a Q–IDQS complying with information review requirement pursuant to
paragraph (a)(1)(ii) ...........................................................................................................................................................................
Recordkeeping obligations related to the creation of reasonable written policies and procedures under paragraph (a)(3) .............
Recordkeeping obligations of broker-dealers relying on publicly available determinations by Q–IDQSs or registered national securities associations pursuant to paragraph (d)(2)(ii) ......................................................................................................................

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Total Hour Burden for all Respondents .......................................................................................................................................

26,231
64,339
537,954
95,166
64,339
3
393
99,053
28
20
93,003
980,529

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

recommendation for the proposed
information collection should be sent by
July 17, 2023 to (i) www.reginfo.gov/
public/do/PRAMain and (ii) David
Bottom, 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_Mailbox@
sec.gov.

Dated: June 12, 2023.
Sherry R. Haywood,
Assistant Secretary.

1 In 2021, Commission staff issued a no-action
letter, stating that the staff of the Division of
Trading and Markets would not recommend
enforcement action under certain conditions for
quotations of certain fixed-income securities on the
over-the-counter markets to allow for an orderly
and good faith transition into compliance with Rule
15c2–11, as amended in 2020. In 2022, this letter
was withdrawn by the issuance of a new (but
consistent) no-action letter, which provides a
temporary staff position that expires on January 4,
2025. Because it is widely understood that brokerdealers and other respondents are relying on this
no-action position so that they do not need to
comply with the requirements of Rule 15c2–11 for

fixed income securities, the estimates contained
herein are made with regard to equity securities
only. Burden estimates that account for fixed
income securities are, therefore, subject to change.
2 In calendar year 2022, 86 broker-dealers
published quotations on OTC Markets Group’s
systems. The Commission staff believes that this
number reasonably estimates the number of brokerdealers that would engage in activities that would
subject them to Rule 15c2–11. Based on the current
structure of the market for quoted OTC securities,
the Commission staff believes that only one Q–
IDQS would engage in activities that would subject
it to Rule 15c2–11. There currently is one registered
national securities association. 86 broker-dealers +

1 Q–IDQS + 1 registered national securities
association = 88 respondents.
3 A broker-dealer that initiates or resumes a
quotation in an OTC equity security is subject to
FINRA Rule 6432, which requires the broker-dealer
to demonstrate compliance with, among other
things, Rule 15c2–11 by filing Form 211. Given the
alignment of this FINRA requirement and Rule
15c2–11, the Commission staff believes that the
number of Forms 211 filed with FINRA in 2022
provides a reasonable baseline from which to
estimate the burdens associated with the
information review requirement under Rule 15c2–
11.

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