138 Federal Register / Vol. 87, No. 1 / Monday, January 3, 2022 / Notices 

1See, e.g., https://www.incorp.com/registeredagent-services/ (as of October 15, 2021, $129 per 

year), https://www.wolterskluwer.com/en/solutions/ 

ct-corporation/registered-agent-services-solutions 

(as of October 15, 2021, $305 per year), and https:// 

www.ailcorp.com/services/registered-agent (as of 

October 15, 2021, $149 per year). The staff sought 

websites that provided pricing information and a 

comprehensive description of their registered agent 

services. We calculated our estimate by averaging 

the costs provided on these three websites—($129 

+ $305 + $149) ÷ 3 = $191. 

1The Securities Act requires the delivery of 

prospectuses to investors who buy securities from 

an issuer or from underwriters or dealers who 

participate in a registered distribution of securities. 

See Securities Act sections 2(a)(10), 4(1), 4(3), 5(b) 

(15 U.S.C. 77b(a)(10), 77d(1), 77d(3), 77e(b)); see 

also rule 174 under the Securities Act (17 CFR 

230.174) (regarding the prospectus delivery 

obligation of dealers); rule 15c2–8 under the 

Securities Exchange Act of 1934 (17 CFR 240.15c2– 

8) (prospectus delivery obligations of brokers and 

dealers). 

2Rule 154 permits the householding of 

prospectuses that are delivered electronically to 

investors only if delivery is made to a shared 

electronic address and the investors give written 

consent to householding. Implied consent is not 

permitted in such a situation. See rule d 154(b)(4). 

Entity to withdraw. In addition, it 

would be more difficult for the 

Commission to properly regulate SBS 

Entities if it were unable to quickly 

identify those that have withdrawn from 

the security-based swap business. 

In 2017 there were approximately 55 

entities that may need to register as SBS 

Entities. That number has not changed. 

The Commission estimates that these 

Entities likely would incur a total 

burden of 9,825 hours per year to 

comply with Rules 15Fb1–1 through 

15Fb6–2 and Forms SBSE, SBSE–A, 

SBSE–BD, SBSE–C and SBSE–W. 

In addition, Rules 15Fb1–1 through 

15Fb6–2 and Forms SBSE, SBSE–A, 

SBSE–BD, SBSE–C and SBSE–W may 

impose certain costs on non-resident 

persons that apply to be registered with 

the Commission as SBS Entities, 

including an initial and ongoing costs 

associated with obtaining an opinion of 

counsel indicating that it can, as a 

matter of law, provide the Commission 

with access to its books and records and 

submit to Commission examinations, 

and an ongoing cost associated with 

establishing and maintaining a 

relationship with a U.S. agent for 

service of process. 

The staff estimates, based on internet 

research,1 that it would cost each 

nonresident SBS Entity approximately 

$191 annually to appoint and maintain 

a relationship with a U.S. agent for 

service of process. Consequently, the 

total cost for all nonresident SBS 

Entities to appoint and maintain 

relationships with U.S. agents for 

service of process is approximately 

$4,202 per year. 

Non-resident SBS Entities also would 

incur outside legal costs associated with 

obtaining an opinion of counsel. The 

staff estimates that each of the estimated 

22 non-resident persons that likely will 

apply to register as SBS Entities with 

the Commission would incur, on 

average, approximately $25,000 in 

outside legal costs to obtain the opinion 

of counsel necessary to register, and that 

the total annualized cost for all 

nonresident SBS Entities to obtain this 

opinion of counsel would be 

approximately $183,333. Nonresident 

SBS Entities would also need to obtain 

a revised opinion of counsel after any 

changes in the legal or regulatory 

framework that would impact the SBS 

Entity’s ability to provide, or manner in 

which it provides, the Commission with 

prompt access to its books and records 

or that impacts the Commission’s ability 

to inspect and examine the SBS Entity. 

We do not believe this would occur 

frequently, and therefore estimate that 

one non-resident entity may need to 

recertify annually. Thus, the total 

ongoing cost associated with obtaining a 

revised opinion of counsel regarding the 

new regulatory regime would be 

approximately $25,000 annually. 

Consequently, the total annualized cost 

burden associated with Rules 15Fb1–1 

through 15Fb6–2 and Forms SBSE, 

SBSE–A, SBSE–BD, SBSE–C and SBSE– 

W would be approximately $212,205 

per year. 

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. 

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 

within 30 days of publication of this 

notice 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 R. 

Pezzullo, 100 F Street NE, Washington, 

DC 20549, or by sending an email to: 

PRA_Mailbox@sec.gov. 

Dated: December 28, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–28425 Filed 12–30–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[OMB Control No. 3235–0495, SEC File No. 

270–438] 

Submission for OMB Review; 

Comment Request; Extension: Rule 

154 

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, under the 

Paperwork Reduction Act of 1995 (44 

U.S.C. 3501–3520), the Securities and 

Exchange Commission (the 

‘‘Commission’’) has submitted to the 

Office of Management and Budget a 

request for extension of the previously 

approved collection of information 

discussed below. 

The federal securities laws generally 

prohibit an issuer, underwriter, or 

dealer from delivering a security for sale 

unless a prospectus meeting certain 

requirements accompanies or precedes 

the security. Rule 154 (17 CFR 230.154) 

under the Securities Act of 1933 (15 

U.S.C. 77a) (the ‘‘Securities Act’’) 

permits, under certain circumstances, 

delivery of a single prospectus to 

investors who purchase securities from 

the same issuer and share the same 

address (‘‘householding’’) to satisfy the 

applicable prospectus delivery 

requirements.1 The purpose of rule 154 

is to reduce the amount of duplicative 

prospectuses delivered to investors 

sharing the same address. 

Under rule 154, a prospectus is 

considered delivered to all investors at 

a shared address, for purposes of the 

federal securities laws, if the person 

relying on the rule delivers the 

prospectus to the shared address, 

addresses the prospectus to the 

investors as a group or to each of the 

investors individually, and the investors 

consent to the delivery of a single 

prospectus. The rule applies to 

prospectuses and prospectus 

supplements. Currently, the rule 

permits householding of all 

prospectuses by an issuer, underwriter, 

or dealer relying on the rule if, in 

addition to the other conditions set forth 

in the rule, the issuer, underwriter, or 

dealer has obtained from each investor 

written or implied consent to 

householding.2 The rule requires 

issuers, underwriters, or dealers that 

wish to household prospectuses with 

implied consent to send a notice to each 

investor stating that the investors in the 

household will receive one prospectus 

in the future unless the investors 

provide contrary instructions. In 


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Federal Register / Vol. 87, No. 1 / Monday, January 3, 2022 / Notices 139 

3See Rule 154(c). 

4The Commission estimates that 640 mutual 

funds prepare both the implied consent notice and 

the annual explanation of the right to revoke 

consent + 320 mutual funds that prepare only the 

annual explanation of the right to revoke. 

addition, at least once a year, issuers, 

underwriters, or dealers, relying on rule 

154 for the householding of 

prospectuses relating to open-end 

management investment companies that 

are registered under the Investment 

Company Act of 1940 (‘‘mutual funds’’) 

and each series thereof must explain to 

investors who have provided written or 

implied consent how they can revoke 

their consent.3 Preparing and sending 

the notice and the annual explanation of 

the right to revoke are collections of 

information. 

The rule allows issuers, underwriters, 

or dealers to household prospectuses if 

certain conditions are met. Among the 

conditions with which a person relying 

on the rule must comply are providing 

notice to each investor that only one 

prospectus will be sent to the household 

and, in the case of issuers that are 

mutual funds and any series thereof, 

providing to each investor who consents 

to householding an annual explanation 

of the right to revoke consent to the 

delivery of a single prospectus to 

multiple investors sharing an address. 

The purpose of the notice and annual 

explanation requirements of the rule is 

to ensure that investors who wish to 

receive individual copies of 

prospectuses are able to do so. 

Although rule 154 is not limited to 

mutual funds, the Commission believes 

that it is used mainly by mutual funds 

and by broker-dealers that deliver 

mutual fund prospectuses. The 

Commission is unable to estimate the 

number of issuers other than mutual 

funds that rely on the rule. 

The Commission estimates that, as of 

June 30, 2021, there are approximately 

13,182 mutual fund series registered on 

Form N–1A, approximately 1,279 of 

which are directly sold and therefore 

deliver their own prospectuses. Of 

these, the Commission estimates that 

approximately half (640 mutual fund 

series): (i) Do not send the implied 

consent notice requirement because 

they obtain affirmative written consent 

to household prospectuses in the fund’s 

account opening documentation; or (ii) 

do not take advantage of the 

householding provision because of 

electronic delivery options which lessen 

the economic and operational benefits 

of rule 154 when compared with the 

costs of compliance. Therefore, the 

Commission estimates that each of the 

640 directly sold mutual fund series 

will spend an average of 20 hours per 

year complying with the notice 

requirement of the rule, for a total of 

12,800 burden hours. In addition, of the 

approximately 1,279 mutual fund series 

that are directly sold, the Commission 

estimates that approximately 75% (or 

960) will each spend 1 hour complying 

with the annual explanation of the right 

to revoke requirement of the rule, for a 

total of 960 hours. 

The Commission estimates that as of 

December 31, 2020, there were 

approximately 462 broker-dealers that 

have customer accounts with mutual 

funds, and therefore may be required to 

deliver mutual fund prospectuses. The 

Commission estimates that each affected 

broker-dealer will spend, on average, 20 

hours complying with the notice 

requirement of the rule, for a total of 

9,240 hours. In addition, each brokerdealer will also spend one hour 

complying with the annual explanation 

of the right to revoke requirement, for a 

total of 462 hours. Therefore, the total 

number of respondents for rule 154 is 

1,422 (960 4 mutual fund series plus 462 

broker-dealers), and the estimated total 

hour burden is approximately 23,462 

hours (13,760 hours for mutual fund 

series, plus 9,702 hours for brokerdealers). 

The estimate of average burden hours 

is made solely for the purposes of the 

Paperwork Reduction Act, and is not 

derived from a comprehensive or even 

a representative survey or study of the 

costs of Commission rules and forms. 

Compliance with the collection of 

information requirements of the rule is 

necessary to obtain the benefit of relying 

on the rule. Responses to the collections 

of information will not be kept 

confidential. The rule does not require 

these records be retained for any 

specific period of time. 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 control number. 

The public may view the background 

documentation for this information 

collection at the following website, 

www.reginfo.gov. Comments should be 

directed to: (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503, 

or by sending an email to: 

Lindsay.M.Abate@omb.eop.gov; and (ii) 

David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o John R. 

Pezzullo, 100 F Street NE, Washington, 

DC 20549 or send an email to: PRA_

Mailbox@sec.gov. Written comments 

and recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice to www.reginfo.gov/public/do/ 

PRAMain. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. 

Dated: December 28, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–28424 Filed 12–30–21; 8:45 am] 

BILLING CODE 8011–01–P 

SOCIAL SECURITY ADMINISTRATION 

[Docket No: SSA–2021–0054] 

Agency Information Collection 

Activities: Proposed Request and 

Comment Request 

The Social Security Administration 

(SSA) publishes a list of information 

collection packages requiring clearance 

by the Office of Management and 

Budget (OMB) in compliance with 

Public Law 104–13, the Paperwork 

Reduction Act of 1995, effective October 

1, 1995. This notice includes revisions 

of OMB-approved information 

collections. 

SSA is soliciting comments on the 

accuracy of the agency’s burden 

estimate; the need for the information; 

its practical utility; ways to enhance its 

quality, utility, and clarity; and ways to 

minimize burden on respondents, 

including the use of automated 

collection techniques or other forms of 

information technology. Mail, email, or 

fax your comments and 

recommendations on the information 

collection(s) to the OMB Desk Officer 

and SSA Reports Clearance Officer at 

the following addresses or fax numbers. 

(OMB) Office of Management and 

Budget, Attn: Desk Officer for SSA 

Comments: https://www.reginfo.gov/ 

public/do/PRAMain. Submit your 

comments online referencing Docket ID 

Number [SSA–2021–0054]. 

(SSA) Social Security Administration, 

OLCA, Attn: Reports Clearance 

Director, 3100 West High Rise, 6401 

Security Blvd., Baltimore, MD 21235, 

Fax: 410–966–2830, Email address: 

OR.Reports.Clearance@ssa.gov. 

Or you may submit your comments 

online through https://www.reginfo.gov/ 

public/do/PRAMain, referencing Docket 

ID Number [SSA–2021–0054]. 

I. 

The information collection below is 

pending at SSA. SSA will submit it to 


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