
[Federal Register Volume 77, Number 202 (Thursday, October 18, 2012)]
[Notices]
[Pages 64150-64151]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-25602]


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SECURITIES AND EXCHANGE COMMISSION


Proposed Collection; Comment Request

Upon Written Request Copies Available From: Securities and Exchange 
Commission, Office of Investor Education and Advocacy, Washington, DC 
20549-0213.

Extension:
    Rule 17Ad-13; SEC File No. 270-263; OMB Control No. 3235-0275.

    Notice is hereby given that pursuant to the Paperwork Reduction Act 
of 1995 (44 U.S.C. 3501 et seq.) (``PRA''), the Securities and Exchange 
Commission (``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.
    Rule 17Ad-13 (17 CFR 240.17Ad-13) requires an annual study and 
evaluation of internal accounting controls under the Securities 
Exchange Act of 1934 (15 U.S.C. 78a et seq.). It requires approximately 
150 registered transfer agents to obtain an annual report on the 
adequacy of their internal accounting controls from an independent 
accountant. In addition, transfer agents must maintain copies of any 
reports prepared pursuant to Rule 17Ad-13 plus any documents prepared 
to notify the Commission and appropriate regulatory agencies in the 
event that the transfer agent is required to take any corrective 
action. These recordkeeping requirements assist the Commission and 
other regulatory agencies with monitoring transfer agents and ensuring 
compliance with the rule. Small transfer agents are exempt from Rule 
17Ad-13 as are transfer agents that service only their own companies' 
securities.

[[Page 64151]]

    Approximately 150 independent, professional transfer agents must 
file the independent accountant's report annually. We estimate that the 
annual internal time burden for each transfer agent to comply with Rule 
17Ad-13 by submitting the report prepared by the independent accountant 
to the Commission is minimal. The time required for the independent 
accountant to prepare the accountant's report varies with each transfer 
agent depending on the size and nature of the transfer agent's 
operations. The Commission estimates that, on average, each report can 
be completed by the independent accountant in 120 hours, resulting in a 
total of 18,000 external hours annually (120 hours x 150 reports). The 
burden was estimated using Commission review of filed Rule 17Ad-13 
reports and Commission conversations with transfer agents and 
accountants. The Commission estimates that, on average, 120 hours are 
needed to perform the study, prepare the report, and retain the 
required records on an annual basis. Assuming an average hourly rate of 
an independent accountant of $60, the average total annual cost of the 
report is $7,200. The total annual cost for the approximate 150 
respondents is approximately $1,080,000.
    The retention period for the recordkeeping requirement under Rule 
17Ad-13 is three years following the date of a report prepared pursuant 
to the rule. The recordkeeping requirement under Rule 17Ad-13 is 
mandatory to assist the Commission and other regulatory agencies with 
monitoring transfer agents and ensuring compliance with the rule. This 
rule does not involve the collection of confidential information.
    Written comments are invited on: (a) Whether this proposed 
collection of information is necessary for the performance of the 
functions of the agency, including whether the information will have 
any practical utility; (b) the accuracy of the agency's estimate of the 
burden imposed by 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 in writing within 60 
days of this publication.
    The Commission may not conduct or sponsor a collection of 
information unless it displays a currently valid OMB control number. No 
person shall be subject to any penalty for failing to comply with a 
collection of information subject to the PRA that does not display a 
valid OMB control number.
    Please direct your written comments to Thomas Bayer, Director/Chief 
Information Officer, Securities and Exchange Commission, c/o Remi 
Pavlik-Simon, 6432 General Green Way, Alexandria, Virginia 22312; or 
send an email to: PRA Mail Box@sec.gov.

    Dated: October 12, 2012.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-25602 Filed 10-17-12; 8:45 am]
BILLING CODE 8011-01-P


