30 Day Notice

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

component of a stock-option order in
certain cases. Therefore, the
Commission hereby waives the
operative delay and designates the
proposal as operative upon filing.18
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
under Section 19(b)(2)(B) 19 of the Act to
determine whether the proposed rule
change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:

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Electronic Comments
• Use the Commission’s internet
comment form (http://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
CBOE–2022–047 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–CBOE–2022–047. This file
number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
internet website (http://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
18 For purposes only of waiving the 30-day
operative delay, the Commission also has
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
19 15 U.S.C. 78s(b)(2)(B).

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provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–CBOE–2022–047 and
should be submitted on or before
October 21, 2022.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.20
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022–21196 Filed 9–29–22; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–601, OMB Control No.
3235–0673]

Submission for OMB Review;
Comment Request; Extension: Rule
15c3–5
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
(‘‘PRA’’) (44 U.S.C. 3501 et seq.)
(‘‘PRA’’), 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 15c3–5 (17 CFR
240.15c3–5) under the Securities
Exchange Act of 1934 (15 U.S.C. 78a et
seq.) (‘‘Exchange Act’’).
Rule 15c3–5 under the Exchange Act
requires brokers or dealers with access
to trading directly on an exchange or
alternative trading system (‘‘ATS’’),
including those providing sponsored or
direct market access to customers or
other persons, to implement risk
management controls and supervisory
procedures reasonably designed to
20 17

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CFR 200.30–3(a)(12).

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manage the financial, regulatory, and
other risks of this business activity.
The rule requires brokers or dealers to
establish, document, and maintain
certain risk management controls and
supervisory procedures as well as
regularly review such controls and
procedures, and document the review,
and remediate issues discovered to
assure overall effectiveness of such
controls and procedures. Each such
broker or dealer is required to preserve
a copy of its supervisory procedures and
a written description of its risk
management controls as part of its books
and records in a manner consistent with
Rule 17a–4(e)(7) under the Exchange
Act. Such regular review is required to
be conducted in accordance with
written procedures and is required to be
documented. The broker or dealer is
required to preserve a copy of such
written procedures, and documentation
of each such review, as part of its books
and records in a manner consistent with
Rule 17a–4(e)(7) under the Exchange
Act, and Rule 17a–4(b) under the
Exchange Act, respectively.
In addition, the Chief Executive
Officer (or equivalent officer) is required
to certify annually that the broker or
dealer’s risk management controls and
supervisory procedures comply with the
rule, and that the broker-dealer
conducted such review. Such
certifications are required to be
preserved by the broker or dealer as part
of its books and records in a manner
consistent with Rule 17a–4(b) under the
Exchange Act. Compliance with Rule
15c3–5 is mandatory.
Respondents consist of broker-dealers
with access to trading directly on an
exchange or ATS. The Commission
estimates that there are currently 520
respondents. To comply with Rule
15c3–5, these respondents will spend a
total of approximately 83,200 hours per
year (160 hours per broker-dealer × 520
broker-dealers = 83,200 hours). At an
average internal cost per burden hour of
approximately $401.89, the resultant
total related internal cost of compliance
for these respondents is $33,437,040 per
year (83,200 burden hours multiplied by
approximately $401.89/hour). In
addition, for hardware and software
expenses, the Commission estimates
that the average annual external cost
would be approximately $20,500 per
broker-dealer, or $10,660,000 in the
aggregate ($20,500 per broker-dealer ×
520 brokers and dealers =
$10,6660,000).
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.

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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: PRA_Mailbox@sec.gov.
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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