30 Day Notice

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Federal Register / Vol. 85, No. 208 / Tuesday, October 27, 2020 / Notices

approved collection of information
discussed below.
Rule 425 (17 CFR 230.425) under the
Securities Act of 1933 (15 U.S.C. 77a et
seq.) requires the filing of certain
prospectuses and communications
under Rule 135 (17 CFR 230.135) and
Rule 165 (17 CFR 230.165) in
connection with business combination
transactions. The purpose of the rule is
to permit more oral and written
communications with shareholders
about tender offers, mergers and other
business combination transactions on a
more-timely basis, so long as the written
communications are filed on the date of
first use. The information provided
under Rule 425 is made available to the
public upon request. Also, the
information provided under Rule 425 is
mandatory. Approximately 7,160 issuers
file communications under Rule 425 at
an estimated 0.25 hours per response for
a total of 1,790 annual burden hours
(0.25 hours per response × 7,160
responses).
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 to (i) www.reginfo.gov/public/do/
PRAMain and (ii) David Bottom,
Director/Chief Information Officer,
Securities and Exchange Commission, c/
o Cynthia Roscoe, 100 F Street NE,
Washington, DC 20549, or by sending an
email to: PRA_Mailbox@sec.gov.
Dated: October 22, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–23752 Filed 10–26–20; 8:45 am]
BILLING CODE 8011–01–P

jbell on DSKJLSW7X2PROD with NOTICES

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–094, OMB Control No.
3235–0085]

Submission for OMB Review;
Comment Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,

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18:26 Oct 26, 2020

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100 F Street NE, Washington, DC
20549–2736
Extension:
Rule 17a–11

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 17a–11, Notification Provisions for
Brokers and Dealers (17 CFR 240.17a–
11), under the Securities Exchange Act
of 1934 (15 U.S.C. 78a et seq.)
(‘‘Exchange Act’’).
In response to an operational crisis in
the securities industry between 1967
and 1970, the Commission adopted Rule
17a–11 under the Exchange Act on July
11, 1971. Rule 17a–11 requires brokerdealers that are experiencing financial
or operational difficulties to provide
notice to the Commission, the brokerdealer’s designated examining authority
(‘‘DEA’’), and the Commodity Futures
Trading Commission (‘‘CFTC’’) if the
broker-dealer is registered with the
CFTC as a futures commission
merchant. Rule 17a–11 is an integral
part of the Commission’s financial
responsibility program which enables
the Commission, a broker-dealer’s DEA,
and the CFTC to increase surveillance of
a broker-dealer experiencing difficulties
and to obtain any additional
information necessary to gauge the
broker-dealer’s financial or operational
condition.
Rule 17a–11 also requires over-thecounter (‘‘OTC’’) derivatives dealers and
broker-dealers that are permitted to
compute net capital pursuant to
Appendix E to Exchange Act Rule 15c3–
1 to notify the Commission when their
tentative net capital drops below certain
levels.
To ensure the provision of these types
of notices to the Commission, Rule 17a–
11 requires every national securities
exchange or national securities
association to notify the Commission
when it learns that a member brokerdealer has failed to send a notice or
transmit a report required under the
Rule.
Compliance with the Rule is
mandatory. The Commission will
generally not publish or make available
to any person notices or reports received
pursuant to Rule 17a–11. The
Commission believes that information
obtained under Rule 17a–11 relates to a
condition report prepared for the use of
the Commission, other federal
governmental authorities, and securities

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industry self-regulatory organizations
responsible for the regulation or
supervision of financial institutions.
The Commission expects to receive
343 notices from broker-dealers whose
capital declines below certain specified
levels or who are otherwise
experiencing financial or operational
problems and eleven notices each year
from national securities exchange or
national securities association notifying
it that a member broker-dealer has failed
to send the Commission a notice or
transmit a report required under the
Rule. The Commission expects that it
will take approximately one hour to
prepare and transmit each notice.
Therefore, the Commission estimates
the total annual reporting burden arising
from this section of the rule will be
approximately 354 hours.1
Rule 17a–11 also requires brokerdealers engaged in securities lending or
repurchase activities to either: (1) File a
notice with the Commission and their
DEA whenever the total money payable
against all securities loaned, subject to
a reverse repurchase agreement or the
contract value of all securities borrowed
or subject to a repurchase agreement,
exceeds 2,500% of tentative net capital;
or, alternatively, (2) report monthly
their securities lending and repurchase
activities to their DEA in a form
acceptable to their DEA.
The Commission estimates that,
annually, six broker-dealers will submit
the monthly stock loan/borrow report.
The Commission estimates each firm
will spend, on average, approximately
one hour per month (or twelve hours
per year) of employee resources to
prepare and send the report or to
prepare the information for the FOCUS
report (as required by the firm’s DEA, if
applicable). Therefore, the Commission
estimates the total annual reporting
burden arising from this section of the
rule will be approximately 72 hours.2
Therefore, the total annual reporting
burden associated with Rule 17a–11 is
approximately 426 hours.3
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
1 343

hours + 11 hours = 354 hours.
broker-dealers × 12 hours per year = 72 hours.
3 343 hours + 11 hours + 72 hours = 426 hours.
26

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Federal Register / Vol. 85, No. 208 / Tuesday, October 27, 2020 / Notices
recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice 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 Cynthia Roscoe, 100 F
Street NE, Washington, DC 20549, or by
sending an email to: PRA_Mailbox@
sec.gov.
Dated: October 22, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–23748 Filed 10–26–20; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–654, OMB Control No.
3235–0704]

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

jbell on DSKJLSW7X2PROD with NOTICES

Extension:
Rule 506(e) of Regulation D Felons and
Other Bad Actors Disclosure Statement

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 the
following request for an extension of the
previously approved collection of
information discussed below.
Regulation 506(e) of Regulation D (17
CFR 230.506(e)) under the Securities
Act of 1933 (15 U.S.C. 77a et seq.)
requires the issuer to furnish to each
purchaser, a reasonable time prior to
sale, a description in writing of any
matters that would have triggered
disqualification under Rule 506(d)(1) of
Regulation D, but occurred before
September 23, 2013. The disclosure
required by Rule 506(e) is not filed with
the Commission, but serves as an
important investor protection tool to
inform investors of an issuer’s and its
covered persons, involvement in past
‘‘bad actor’’ disqualifying events such as
pre-existing criminal convictions, court
injunctions, disciplinary proceedings,
and other sanctions enumerated in Rule
506(d). Without the mandatory written
statement requirements set forth in Rule
506(e), purchasers may have the
impression that all bad actors are
disqualified from participation in Rule
506 offerings.

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We estimate there are 19,908
respondents that will conduct a onehour factual inquiry to determine
whether the issuer and its covered
persons have had pre-existing
disqualifying events before September
23, 2013. Of those 19,908 respondents,
we estimate that 220 respondents with
disqualifying events will spend ten
hours to prepare a disclosure statement
describing the matters that would have
triggered disqualification under
506(d)(1) of Regulation D, except that
these disqualifying events occurred
before September 23, 2013, the effective
date of the Rule 506 amendments. An
estimated 2,200 burden hours are
attributed to the 220 respondents with
disqualifying events in addition to the
19,908 burden hours associated with the
one-hour factual inquiry. In sum, the
total annual increase in paperwork
burden for all affected respondents to
comply with the Rule 506(e) disclosure
statement is estimated to be
approximately 22,108 hours of company
personnel time.
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 to (i) www.reginfo.gov/public/do/
PRAMain and (ii) David Bottom,
Director/Chief Information Officer,
Securities and Exchange Commission,
c/o Cynthia Roscoe, 100 F Street NE,
Washington, DC 20549, or by sending an
email to: PRA_Mailbox@sec.gov.
Dated: October 22, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–23747 Filed 10–26–20; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. IC–34071; File No. 812–15172]

Goldman Sachs (Malaysia) Sdn. Bhd.,
et al.; Notice of Application and
Temporary Order
October 22, 2020.

Securities and Exchange
Commission (‘‘Commission’’)

AGENCY:

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68105

Temporary order and notice of
application for a permanent order under
section 9(c) of the Investment Company
Act of 1940 (‘‘Act’’).

ACTION:

Applicants
have received a temporary order
(‘‘Temporary Order’’) exempting them
from section 9(a) of the Act, with
respect to a guilty plea entered on
October 22, 2020 (‘‘Guilty Plea’’), by
Goldman Sachs (Malaysia) Sdn. Bhd.
(the ‘‘Pleading Entity’’ or ‘‘GS
Malaysia’’) in the United States District
Court for the Eastern District of New
York (the ‘‘District Court’’) in
connection with a plea agreement (‘‘Plea
Agreement’’) between the Pleading
Entity and the United States Department
of Justice (‘‘DOJ’’), until the Commission
takes final action on an application for
a permanent order (the ‘‘Permanent
Order,’’ and with the Temporary Order,
the ‘‘Orders’’). Applicants also have
applied for a Permanent Order.
Applicants: GS Malaysia, Goldman
Sachs & Co. LLC (‘‘GS&Co.’’), Goldman
Sachs Asset Management, L.P.
(‘‘GSAM’’), Goldman Sachs Asset
Management International (‘‘GSAMI’’)
and GS Investment Strategies, LLC
(‘‘GSIS’’ and collectively, the
‘‘Applicants’’).
FILING DATE: The application was filed
on October 22, 2020.
HEARING OR NOTIFICATION OF HEARING: An
order granting the requested relief will
be issued unless the Commission orders
a hearing. Interested persons may
request a hearing by emailing the
Commission’s Secretary at SecretarysOffice@sec.gov and serving applicants
with a copy of the request, by email.
Hearing requests should be received by
the Commission by 5:30 p.m. on
November 16, 2020 and should be
accompanied by proof of service on the
applicants, in the form of an affidavit,
or for lawyers, a certificate of service.
Pursuant to rule 0–5 under the Act,
hearing requests should state the nature
of the writer’s interest, any facts bearing
upon the desirability of a hearing on the
matter, the reason for the request, and
the issues contested. Persons who wish
to be notified of a hearing may request
notification by emailing the
Commission’s Secretary at SecretarysOffice@sec.gov.
ADDRESSES: The Commission:
Secretarys-Office@sec.gov. Applicants:
David A. Markowitz, The Goldman
Sachs Group, Inc., david.markowitz@
gs.com.
FOR FURTHER INFORMATION CONTACT:
Kieran G. Brown, Senior Counsel, at
(202) 551–6773 or David J. Marcinkus,
Branch Chief, at (202) 551–6821
SUMMARY OF APPLICATION:

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