Federal Register / Vol. 84, No. 224 / Wednesday, November 20, 2019 / Notices 64167

specified conditions, the count, Commission—may spend little or no Regulation S–AM, SEC File No. 270–548, examination, and verification of the time complying with Rule 17a–13, given OMB Control No. 3235–0609 broker-dealer’s entire list of securities that they do not do a public securities Notice is hereby given that, pursuant may be conducted on a cyclical basis business or do not hold inventories of to the Paperwork Reduction Act of 1995 rather than on a certain date. Although securities. For these reasons, the staff (‘‘PRA’’) (44 U.S.C. 3501 et seq.), the Rule 17a–13 does not require broker- estimates that the total compliance Securities and Exchange Commission dealers to file a report with the burden per year is 374,400 hours (3,744 (‘‘Commission’’) has submitted to the Commission, discrepancies between a respondents × 100 hours/respondent). Office of Management and Budget broker-dealer’s records and the The records required to be made by (‘‘OMB’’) a request for approval of securities counts may be required to be Rule 17a–13 are available only to extension of the previously approved reported, for example, as a loss on Form Commission examination staff, state collection of information provided for in X–17a–5 (17 CFR 248.617), which must securities authorities, and applicable Regulation S–AM (17 CFR part 248, be filed with the Commission under SROs. Subject to the provisions of the subpart B), under the Fair Credit Exchange Act Rule 17a–5 (17 CFR Freedom of Information Act, 5 U.S.C. Reporting Act (15 U.S.C. 1681 et seq.) 240.17a–5). Rule 17a–13 exempts 522, and the Commission’s rules (‘‘FCRA’’), the Securities Exchange Act broker-dealers that limit their business thereunder (17 CFR 200.80(b)(4)(iii)), of 1934 (15 U.S.C. 78a et seq.), the to the sale and redemption of securities the Commission does not generally Investment Company Act of 1940 (15 of registered investment companies and publish or make available information U.S.C. 80a–1 et seq.), and the interests or participation in an contained in any reports, summaries, Investment Advisers Act of 1940 (15 insurance company separate account analyses, letters, or memoranda arising U.S.C. 80b–1 et seq.). and those who solicit accounts for out of, in anticipation of, or in Regulation S–AM implements the federally insured savings and loan connection with an examination or requirements of Section 624 of the associations, provided that such persons inspection of the books and records of FCRA (15 U.S.C. 1681s–3) with respect promptly transmit all funds and any person or any other investigation. to investment advisers and transfer securities and hold no customer funds An agency may not conduct or agents registered with the Commission, and securities. Rule 17a–13 also does sponsor, and a person is not required to as well as brokers, dealers and not apply to certain broker-dealers respond to, a collection of information investment companies (collectively, required to register only because they under the PRA unless it displays a ‘‘Covered Persons’’). Section 624 and effect transactions in securities futures currently valid OMB control number. Regulation S–AM limit a Covered products. The public may view background The information obtained from Rule Person’s use of certain consumer documentation for this information financial information received from an 17a–13 is used as an inventory control collection at the following website: device to monitor a broker-dealer’s affiliate to solicit a consumer for www.reginfo.gov. Comments should be marketing purposes, unless the ability to account for all securities held directed to: (i) Desk Officer for the in transfer, in transit, pledged, loaned, consumer has been given notice and a Securities and Exchange Commission, reasonable opportunity and a reasonable borrowed, deposited, or otherwise Office of Information and Regulatory subject to the firm’s control or direction. and simple method to opt out of such Affairs, Office of Management and solicitations. Regulation S–AM Discrepancies between the securities Budget, Room 10102, New Executive counts and the broker-dealer’s records potentially applies to all of the Office Building, Washington, DC 20503, approximately 20,195 Covered Persons alert the Commission and the self- or by sending an email to: regulatory organizations (‘‘SROs’’) to registered with the Commission, [email protected]; and (ii) although only approximately 11,309 of those firms experiencing back-office Charles Riddle, ≤Acting Director/Chief operational issues. them have one or more corporate Information Officer, Securities and As of June 30, 2019, there are affiliates, and the regulation requires Exchange Commission, c/o Candace approximately 3,744 broker-dealers only approximately 2,020 to provide registered with the Commission. Kenner, 100 F Street NE, Washington, consumers with an affiliate marketing DC 20549, or by sending an email to: notice and an opt-out opportunity. However, given the variability in their _ businesses, it is difficult to quantify PRA [email protected]. Comments must The Commission staff estimates that how many hours per year each broker- be submitted to OMB within 30 days of there are approximately 11,309 Covered dealer spends complying with Rule this notice. Persons having one or more affiliates, 17a–13. As noted, Rule 17a–13 requires Dated: November 14, 2019. and that they each spend an average of a broker-dealer to account for all Jill M. Peterson, 0.20 hours per year to review affiliate securities in its possession or subject to Assistant Secretary. marketing practices, for, collectively, an its control or direction. Many broker- [FR Doc. 2019–25094 Filed 11–19–19; 8:45 am] estimated annual time burden of 2,262 hours at an annual internal compliance dealers hold few, if any, securities; BILLING CODE 8011–01–P while others hold large quantities. cost of approximately $1,203,384. The Therefore, the time burden of complying staff also estimates that approximately with Rule 17a–13 will depend on SECURITIES AND EXCHANGE 2,020 Covered Persons provide notice respondent-specific factors, including a COMMISSION and opt-out opportunities to consumers, broker-dealer’s size, number of and that they each spend an average of customers, and proprietary trading Submission for OMB Review; 7.6 hours per year creating notices, activity. The staff estimates that the Comment Request providing notices and opt-out average time spent per respondent is opportunities, monitoring the opt-out 100 hours per year on an ongoing basis Upon Written Request, Copies Available notice process, making and updating to maintain the records required under From: Securities and Exchange records of opt-out elections, and Rule 17a–13. This estimate takes into Commission, Office of FOIA Services, addressing consumer questions and account the fact that more than half of 100 F Street NE, Washington, DC concerns about opt-out notices, for, the 3,744 respondents—according to 20549–2736 collectively, an estimated annual time financial reports filed with the Extension: burden of 15,352 hours at an annual

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internal compliance cost of SECURITIES AND EXCHANGE statements may be examined at the approximately $2,999,296. Thus, the COMMISSION places specified in Item IV below. The Exchange has prepared summaries, set staff estimates that the collection of [Release No. 34–87538; File No. SR– information requires a total of NASDAQ–2019–087] forth in sections A, B, and C below, of approximately 11,309 respondents to the most significant aspects of such incur an estimated annual time burden Self-Regulatory Organizations; The statements. of a total of 17,614 hours at a total Nasdaq Stock Market LLC; Notice of A. Self-Regulatory Organization’s annual internal cost of compliance of Filing and Immediate Effectiveness of Statement of the Purpose of, and approximately $4,202,680. Proposed Rule Change To Modify Statutory Basis for, the Proposed Rule Certain Annual Listing Fees An agency may not conduct or Change sponsor, and a person is not required to November 14, 2019. 1. Purpose respond to, a collection of information Pursuant to Section 19(b)(1) of the under the PRA unless it displays a Securities Exchange Act of 1934 The purpose of the proposed rule currently valid OMB control number. (‘‘Act’’),1 and Rule 19b–4 thereunder,2 change is to modify the Exchange’s all- inclusive annual listing fees for all The public may view background notice is hereby given that on November 6, 2019, The Nasdaq Stock Market LLC domestic and foreign companies listing documentation for this information equity securities covered by Listing collection at the following website: (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission Rules 5910 and 5920 on the Nasdaq www.reginfo.gov. Comments should be Global Select, Global and Capital directed to: (i) Desk Officer for the (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I, II, Markets. Securities and Exchange Commission, and III, below, which Items have been Currently, for companies listed on the Office of Information and Regulatory prepared by the Exchange. The Capital Market, other than, in part, Affairs, Office of Management and Commission is publishing this notice to ADRs, Closed-end Funds and Limited Budget, Room 10102, New Executive solicit comments on the proposed rule Partnerships, the all-inclusive annual Office Building, Washington, DC 20503, change from interested persons. fee ranges from $42,000 to $75,000; for or by sending an email to: ADRs listed on the Capital Market the [email protected]; and (ii) I. Self-Regulatory Organization’s all-inclusive annual fee ranges from Charles Riddle, Acting Director/Chief Statement of the Terms of Substance of $42,000 to $50,000; and for Limited Information Officer, Securities and the Proposed Rule Change Partnerships listed on the Capital Exchange Commission, c/o Candace The Exchange proposes to modify Market the all-inclusive annual fee Kenner, 100 F Street NE, Washington, certain listing fees. While changes ranges from $30,000 to $37,500. On the DC 20549, or by sending an email to: proposed herein are effective upon Global and Global Select Markets, the [email protected]. Comments must filing, the Exchange has designated the all-inclusive annual fee for companies be submitted to OMB within 30 days of proposed amendments to be operative other than, in part, ADRs, Closed-end Funds and Limited Partnerships ranges this notice. on January 1, 2020. The text of the proposed rule change from $45,000 to $155,000; for ADRs the Dated: November 14, 2019. is available on the Exchange’s website at all-inclusive annual fee ranges from Jill M. Peterson, http://nasdaq.cchwallstreet.com/, at the $45,000 to $80,000; and for Limited Assistant Secretary. principal office of the Exchange, and at Partnerships the all-inclusive annual fee [FR Doc. 2019–25098 Filed 11–19–19; 8:45 am] the Commission’s Public Reference ranges from $37,500 to $77,500. The all- inclusive annual fee for Closed-end BILLING CODE 8011–01–P Room. Funds listed on any market tier ranges II. Self-Regulatory Organization’s from $30,000 to $100,000. In each case, Statement of the Purpose of, and a company’s all-inclusive annual fee is Statutory Basis for, the Proposed Rule based on its total shares outstanding.3 Change Nasdaq proposes to amend the all- In its filing with the Commission, the inclusive annual fee for all domestic Exchange included statements and foreign companies listing equity concerning the purpose of and basis for securities on the Nasdaq Global Select, the proposed rule change and discussed Global and Capital Markets to the any comments it received on the following amounts,4 effective January 1, proposed rule change. The text of these 2020:

GLOBAL/GLOBAL SELECT MARKETS

Annual fee Annual fee Total shares outstanding before the effective proposed change January 1, 2020

Equity securities other than, in part, ADRs, Closed-end Funds and Limited Partnerships: Up to 10 million shares ...... $45,000 $46,000 10+ to 50 million shares ...... 55,000 56,500 50+ to 75 million shares ...... 75,000 77,000

1 15 U.S.C. 78s(b)(1). outstanding of all members in a REIT Family listed same fund family listed on the Nasdaq Global 2 17 CFR 240.19b–4. on the same Nasdaq market tier may be aggregated. Market or the Nasdaq Capital Market. See Listing 3 REITs are subject to the same fee schedule as Similarly, for the purpose of determining the total Rules 5910(b)(2) and 5920(b)(2). other equity securities; however for the purpose of shares outstanding, fund sponsors may aggregate 4 The proposed fee change reflects about 2.5% determining the total shares outstanding, shares shares outstanding of all Closed-End Funds in the increase rounded to the nearest $500.

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