Federal Register 60-Day Notice

Federal Register / Vol. 90, No. 101 / Wednesday, May 28, 2025 / Notices
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.51
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–09485 Filed 5–27–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0527]

khammond on DSK9W7S144PROD with NOTICES

Proposed Collection; 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. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the collection of information.
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.
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
51 17

CFR 200.30–3(a)(12).
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.
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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
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
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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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 3,887
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
194 (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 582 offering
documents. The staff therefore estimates
that 194 respondents would make 582
responses by adding the new disclosure
statement to 582 written offering
documents. The staff therefore estimates
that the annual burden associated with
the rule 7d–2 disclosure requirement
would be 97 hours (582 offering
documents × 10 minutes per document).
The total annual cost of these burden
hours is estimated to be $49,567 (97
hours × $511 per hour of attorney
time).6
These burden hour estimates are
based upon the Commission staff’s
experience and discussions with the
fund industry. The estimates of average
burden hours are made solely for the
purposes of the Paperwork Reduction
Act. These estimates are not derived
from a comprehensive or even a
representative survey or study of the
costs of Commission rules.
Compliance with the collection of
information requirements of the rule is
mandatory and is necessary to comply
5 International Investment Funds Association,
Worldwide Public Tables for the Second Quarter of
2024, at Table 4, available at https://iifa.ca/
resource/collection/658ACD2D-DB32-4C34-B2F7129D184E7EAC/WorldwidePublicReportUS_2024Q2.xlsx.
6 The Commission’s estimate concerning the wage
rate for attorney time is based on salary information
for the securities industry compiled by the
Securities Industry and Financial Markets
Association (‘‘SIFMA’’); the $511 per hour figure for
an Attorney is based on SIFMA’s Management &
Professional Earnings in the Securities Industry
2013, updated for 2024, modified by Commission
staff to account for an 1,800-hour work-year and
inflation, and multiplied by 5.35 to account for
bonuses, firm size, employee benefits and overhead.

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Federal Register / Vol. 90, No. 101 / Wednesday, May 28, 2025 / Notices

with the requirements of the rule in
general.
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 OMB
Control Number.
Written comments are invited on: (a)
whether this proposed collection of
information is necessary for the proper
performance of the functions of the SEC,
including whether the information will
have practical utility; (b) the accuracy of
the SEC’s estimate of the burden
imposed by the proposed collection of
information, including the validity of
the methodology and the assumptions
used; (c) ways to enhance the quality,
utility, and clarity of the information to
be collected; and (d) ways to minimize
the burden of the collection of
information on respondents, including
through the use of automated, electronic
collection techniques or other forms of
information technology.
Please direct your written comment to
Austin Gerig, Director/Chief Data
Officer, Securities and Exchange
Commission, c/o Tanya Ruttenberg, 100
F Street NE, Washington, DC 20549 and
send it by email to
PaperworkReductionAct@sec.gov by
July 28, 2025.
Dated: May 21, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–09480 Filed 5–27–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0204]

khammond on DSK9W7S144PROD with NOTICES

Proposed Collection; Comment
Request; Extension: Rule 19d–3
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 (SEC or
‘‘Commission’’) is soliciting comments
on the proposed collection of
information in Rule 19d–3.
Rule 19d–3 prescribes the form and
content of applications to the
Commission by persons seeking
Commission review of final disciplinary
actions against them taken by self-

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regulatory organizations (‘‘SROs’’) for
which the Commission is the
appropriate regulatory agency. The
Commission uses the information
provided in the application filed
pursuant to Rule 19d–3 to review final
actions taken by SROs including: (1)
final disciplinary sanctions; (2) denial
or conditioning of membership,
participation or association; and (3)
prohibitions or limitations of access to
services offered by a SRO or member
thereof.
The staff estimates that 25
respondents will file one application
pursuant to Rule 19b–3 each year. The
staff estimates that the average number
of hours necessary to comply with the
requirements of Rule 19d–3 is
approximately eighteen hours. We
estimate that approximately 10 firms or
natural persons would draft the
applications themselves, and therefore
incur an hour burden of 18 hours each
(a total hour burden of 180 hours), and
that 15 would hire outside counsel, and
therefore incur a cost burden of $8,496
each (a total cost burden of $127,440).
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 OMB
Control Number.
Written comments are invited on: (a)
whether this proposed collection of
information is necessary for the proper
performance of the functions of the SEC,
including whether the information will
have practical utility; (b) the accuracy of
the SEC’s estimate of the burden
imposed by the proposed collection of
information, including the validity of
the methodology and the assumptions
used; (c) ways to enhance the quality,
utility, and clarity of the information to
be collected; and (d) ways to minimize
the burden of the collection of
information on respondents, including
through the use of automated, electronic
collection techniques or other forms of
information technology.
Please direct your written comment to
Austin Gerig, Director/Chief Data
Officer, Securities and Exchange
Commission, c/o Tanya Ruttenberg, 100
F Street NE, Washington, DC 20549 and
send it by email to
PaperworkReductionAct@sec.gov by
July 28, 2025.
Dated: May 21, 2025.
Sherry R. Haywood,
Assistant Secretary.

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–103100; File No. SR–
CboeBZX–2025–066]

Self-Regulatory Organizations; Cboe
BZX Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change To Increase the
Monthly Fee for 10 Gb Physical Ports
May 21, 2025.

Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on May 9,
2025, Cboe BZX Exchange, Inc.
(‘‘Exchange’’ or ‘‘BZX’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II, and
III below, which Items have been
prepared by the Exchange. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to increase
the monthly fee for 10 Gb physical
ports. The text of the proposed rule
change is provided in Exhibit 5.
The text of the proposed rule change
is also available on the Exchange’s
website (http://markets.cboe.com/us/
equities/regulation/rule_filings/BZX/),
at the Exchange’s Office of the
Secretary, and at the Commission’s
Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.

[FR Doc. 2025–09477 Filed 5–27–25; 8:45 am]

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U.S.C. 78s(b)(1).
CFR 240.19b–4.

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