[Federal Register Volume 87, Number 45 (Tuesday, March 8, 2022)]
[Notices]
[Page 13022]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-04792]


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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-261, OMB Control No. 3235-0274]


Proposed Collection; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange 
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 
20549-2736

Extension:
    Rule 17Ad-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'') is soliciting comments on the existing 
collection of information provided for in Rule 17Ad-11 (17 CFR 
240.17Ad-11), under the Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.). The Commission plans to submit this existing collection of 
information to the Office of Management and Budget (``OMB'') for 
extension and approval.
    Rule 17Ad-11 requires every registered recordkeeping transfer agent 
to report certain information to issuers and its appropriate regulatory 
agency in the event that the aggregate market value of an ``aged record 
difference'' exceeds certain thresholds. A ``record difference'' occurs 
when the number of shares or principal dollar amount of securities in 
an issuer's records do not equal those in the master securityholder 
file as indicated, for instance, on certificates presented to the 
transfer agent for purchase, redemption or transfer. An ``aged record 
difference'' is a record difference that has existed for more than 30 
calendar days. In addition, the rule requires every registered 
recordkeeping transfer agent to report certain information to issuers 
and its appropriate regulatory agency concerning buy-ins of all issues 
for which it acts as recordkeeping transfer agent. Further, the rule 
requires every registered recordkeeping transfer agent to report to its 
appropriate regulatory agency when it has failed to post certificate 
detail to the master securityholder file within five business days of 
the time required by Rule 17Ad-10 (17 CFR 240.17Ad-10). Transfer agents 
must also maintain a copy of any report required under Rule 17Ad-11 for 
a period of not less than three years following the date of the report, 
the first year in an easily accessible place.
    Because the information required by Rule 17Ad-11 is already 
available to transfer agents, any collection burden for small transfer 
agents is minimal. Based on a review of the number of Rule 17Ad-11 
reports the Commission, the Comptroller of the Currency, the Board of 
Governors of the Federal Reserve System, and the Federal Deposit 
Insurance Corporation (collectively, the ``appropriate regulatory 
agencies'') received since 2015, the Commission staff estimates that 8 
respondents will file a total of approximately 10 reports annually. The 
Commission staff estimates that, on average, each report can be 
completed in 30 minutes. Therefore, the total annual time burden for 
the entire transfer agent industry is approximately 5 hours (0.5 hours 
x 10 reports). Assuming an average hourly rate of $72 for a compliance 
staff employee at a transfer agent, the average total internal cost of 
compliance for each report is $36. The total annual internal cost of 
compliance for the estimated 8 respondents is thus approximately $360 
($36 per report x 10 reports).
    The retention period for the recordkeeping requirement under Rule 
17Ad-11 is not less than three years following the date of a report 
prepared pursuant to the rule. The recordkeeping requirement under Rule 
17Ad-11 is mandatory to assist the Commission and other regulatory 
agencies in monitoring transfer agents who are not performing their 
functions promptly and accurately. This rule does not involve the 
collection of confidential information.
    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 
estimates of the burden of the proposed 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 by May 9, 2022.
    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: 
[email protected].

    Dated: March 2, 2022.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-04792 Filed 3-7-22; 8:45 am]
BILLING CODE 8011-01-P


