13778 Federal Register / Vol. 87, No. 47 / Thursday, March 10, 2022 / Notices 

1Status of Investment Advisory Programs Under 

the Investment Company Act of 1940, Investment 

Company Act Rel. No. 22579 (Mar. 24, 1997) [62 FR 

15098 (Mar. 31, 1997)] (‘‘Adopting Release’’). In 

addition, there are no registration requirements 

under section 5 of the Securities Act of 1933 for 

programs that meet the requirements of rule 3a–4. 

See 17 CFR 270.3a–4, introductory note. 

2For purposes of rule 3a–4, the term ‘‘sponsor’’ 

refers to any person who receives compensation for 

sponsoring, organizing or administering the 

program, or for selecting, or providing advice to 

clients regarding the selection of, persons 

responsible for managing the client’s account in the 

program. 

3Clients specifically must be allowed to designate 

securities that should not be purchased for the 

account or that should be sold if held in the 

account. The rule does not require that a client be 

able to require particular securities be purchased for 

the account. 

4These estimates are based on an analysis of the 

number of individual clients from Form ADV Item 

5D(a)(1) and (b)(1) of advisers that report they 

provide portfolio management to wrap programs as 

indicated in Form ADV Item 5I(2)(b) and (c), and 

the number of individual clients of advisers that 

identify as internet advisers in Form ADV Item 

2A(11). From analysis comparing reported 

individual client assets in Form ADV Item 5D(a)(3) 

and 5D(b)(3) to reported wrap portfolio manager 

assets in Form ADV Item 5I(2)(b) and (c), we 

Management and Budget is particularly 

interested in comments that: 

1. Evaluate whether the proposed 

collection of information is necessary 

for the proper performance of functions 

of the agency, including whether the 

information will have practical utility; 

2. Evaluate the accuracy of the 

agency’s estimate of the burden of the 

proposed collection of information, 

including the validity of the 

methodology and assumptions used; 

3. Enhance the quality, utility, and 

clarity of the information to be 

collected; and 

4. Minimize the burden of the 

collection of information on those who 

are to respond, including through the 

use of appropriate automated, 

electronic, mechanical, or other 

technological collection techniques or 

other forms of information technology, 

e.g., permitting electronic submissions 

of responses. 

RI 20–123 is used by retirees 

separated for disability and the 

survivors of retirees separated for 

disability to request that Retirement 

Operations review the computations of 

disability annuities to include the 

formula provided in law for individuals 

who performed service as law 

enforcement officers, firefighters, 

nuclear materials couriers, air traffic 

controllers, Congressional employees, 

and Capitol and Supreme Court Police. 

Analysis 

Agency: Retirement Services, Office of 

Personnel Management. 

Title: Request for Case Review for 

Enhanced Disability Annuity Benefit. 

OMB Number: 3206–0254. 

Frequency: On occasion. 

Affected Public: Individuals or 

Households. 

Number of Respondents: 100. 

Estimated Time per Respondent: 5 

minutes. 

Total Burden Hours: 8. 

Office of Personnel Management. 

Kellie Cosgrove Riley, 

Director, Office of Privacy and Information 

Management. 

[FR Doc. 2022–05067 Filed 3–9–22; 8:45 am] 

BILLING CODE 6325–38–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–401, OMB Control No. 

3235–0459] 

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 3a–4 

The prior 30-day notice was issued in 

error and this new one allows a new 30 

days to comment. 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 350l–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. 

Rule 3a–4 (17 CFR 270.3a–4) under 

the Investment Company Act of 1940 

(15 U.S.C. 80a) (‘‘Investment Company 

Act’’ or ‘‘Act’’) provides a nonexclusive 

safe harbor from the definition of 

investment company under the Act for 

certain investment advisory programs. 

These programs, which include ‘‘wrap 

fee’’ programs, generally are designed to 

provide professional portfolio 

management services on a discretionary 

basis to clients who are investing less 

than the minimum investments for 

individual accounts usually required by 

the investment adviser but more than 

the minimum account size of most 

mutual funds. Under wrap fee and 

similar programs, a client’s account is 

typically managed on a discretionary 

basis according to pre-selected 

investment objectives. Clients with 

similar investment objectives often 

receive the same investment advice and 

may hold the same or substantially 

similar securities in their accounts. 

Because of this similarity of 

management, some of these investment 

advisory programs may meet the 

definition of investment company under 

the Act. 

In 1997, the Commission adopted rule 

3a–4, which clarifies that programs 

organized and operated in accordance 

with the rule are not required to register 

under the Investment Company Act or 

comply with the Act’s requirements.1

These programs differ from investment 

companies because, among other things, 

they provide individualized investment 

advice to the client. The rule’s 

provisions have the effect of ensuring 

that clients in a program relying on the 

rule receive advice tailored to the 

client’s needs. 

For a program to be eligible for the 

rule’s safe harbor, each client’s account 

must be managed on the basis of the 

client’s financial situation and 

investment objectives and in accordance 

with any reasonable restrictions the 

client imposes on managing the 

account. When an account is opened, 

the sponsor 2 (or its designee) must 

obtain information from each client 

regarding the client’s financial situation 

and investment objectives, and must 

allow the client an opportunity to 

impose reasonable restrictions on 

managing the account.3 In addition, the 

sponsor (or its designee) must contact 

the client annually to determine 

whether the client’s financial situation 

or investment objectives have changed 

and whether the client wishes to impose 

any reasonable restrictions on the 

management of the account or 

reasonably modify existing restrictions. 

The sponsor (or its designee) must also 

notify the client quarterly, in writing, to 

contact the sponsor (or its designee) 

regarding changes to the client’s 

financial situation, investment 

objectives, or restrictions on the 

account’s management. 

Additionally, the sponsor (or its 

designee) must provide each client with 

a quarterly statement describing all 

activity in the client’s account during 

the previous quarter. The sponsor and 

personnel of the client’s account 

manager who know about the client’s 

account and its management must be 

reasonably available to consult with the 

client. Each client also must retain 

certain indicia of ownership of all 

securities and funds in the account. 

The Commission staff estimates that 

27,979,460 clients participate each year 

in investment advisory programs relying 

on rule 3a–4.4 Of that number, the staff 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 87, No. 47 / Thursday, March 10, 2022 / Notices 13779 

discount the estimated number of individual clients 

of non-internet advisers providing portfolio 

management to wrap programs by 10%. 

5These estimates are based on the number of new 

clients expected due to average year-over-year 

growth in individual clients from Form ADV Item 

5D(a)(1) and (b)(1) (about 8%) and an assumed rate 

of yearly client turnover of 10%. 

6These estimates are based upon consultation 

with investment advisers that operate investment 

advisory programs that rely on rule 3a–4. 

7The staff bases this estimate in part on the fact 

that, by business necessity, computer records 

already will be available that contain the 

information in the quarterly reports. 

8This estimate is based on the following 

calculation: (25,852,313 continuing clients × 1 

hour) + (2,127,147 new clients × 1.5 hours) + 

(27,979,460 total clients × (0.25 hours × 4 

statements)) = 57,022,493 hours. 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 92876 

(September 3, 2021), 86 FR 50748. Comments 

received on the proposal are available on the 

Commission’s website at: https://www.sec.gov/ 

comments/sr-nyse-2021-45/srnyse202145.htm. 

4 15 U.S.C. 78s(b)(2). 

5See Securities Exchange Act Release No. 93221, 

86 FR 55662 (October 6, 2021). The Commission 

designated December 9, 2021 as the date by which 

the Commission shall approve or disapprove, or 

institute proceedings to determine whether to 

approve or disapprove, the proposed rule change. 

6 15 U.S.C. 78s(b)(2)(B). 

7See Securities Exchange Act Release No. 93741, 

86 FR 71111 (Dec. 14, 2021). 

8Amendment No. 2 is available at: https://

www.sec.gov/comments/sr-nyse-2021-45/ 

srnyse202145-20118274-271197.pdf. On February 

17, 2022, the Exchange filed Amendment No. 1 to 

the proposed rule change. The Exchange withdrew 

Amendment No. 1 on March 1, 2022. 

9See Securities Exchange Act Release No. 94349. 

10 15 U.S.C. 78s(b)(2). 

11See supra note 3. 

12 15 U.S.C. 78s(b)(2). 

estimates that 2,127,147 are new clients 

and 25,852,313 are continuing clients.5

The staff estimates that each year the 

investment advisory program sponsors’ 

staff engage in 1.5 hours per new client 

and 1 hour per continuing client to 

prepare, conduct and/or review 

interviews regarding the client’s 

financial situation and investment 

objectives as required by the rule.6

Furthermore, the staff estimates that 

each year the investment advisory 

program sponsors’ staff spends 1 hour 

per client each year to prepare and mail 

quarterly client account statements, 

including notices to update 

information.7 Based on the estimates 

above, the Commission estimates that 

the total annual burden of the rule’s 

paperwork requirements is 57,022,493 

hours.8

The estimate of average burden hours 

is made solely for the purposes of the 

Paperwork Reduction Act. The estimate 

is not derived from a comprehensive or 

even a representative survey or study of 

the costs of Commission rules and 

forms. 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. 

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 by April 11, 2022 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 Pezzullo , 100 F Street NE, 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov. 

Comments must be submitted to OMB 

within 30 days 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: March 4, 2022. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–05015 Filed 3–9–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94363; File No. SR–NYSE– 

2021–45] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Designation of a Longer Period for 

Commission Action on Proceedings To 

Determine Whether To Approve or 

Disapprove a Proposed Rule Change, 

as Modified by Amendment No. 2, To 

Adopt Listing Standards for 

Subscription Warrants Issued by a 

Company Organized Solely for the 

Purpose of Identifying an Acquisition 

Target 

March 4, 2022. 

On August 24, 2021, New York Stock 

Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Exchange 

Act’’) 1 and Rule 19b–4 thereunder,2 a 

proposed rule change to adopt listing 

standards for subscription warrants 

issued by a company organized solely 

for the purpose of identifying an 

acquisition target. The proposed rule 

change was published for comment in 

the Federal Register on September 10, 

2021.3

On September 30, 2021, pursuant to 

Section 19(b)(2) of the Exchange Act,4

the Commission designated a longer 

period within which to approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether to 

disapprove the proposed rule change.5

On December 8, 2021, the Commission 

instituted proceedings under Section 

19(b)(2)(B) of the Exchange Act 6 to 

determine whether to approve or 

disapprove the proposed rule change.7

On March 1, 2022, the Exchange filed 

Amendment No. 2 to the proposed rule 

change, which replaced and superseded 

the proposed rule change as originally 

filed.8 On March 2, 2022, the 

Commission published notice of 

Amendment No. 2 to the proposed rule 

change.9

Section 19(b)(2) of the Act 10 provides 

that, after initiating proceedings, the 

Commission shall issue an order 

approving or disapproving the proposed 

rule change not later than 180 days after 

the date of publication of notice of filing 

of the proposed rule change. The 

Commission may extend the period for 

issuing an order approving or 

disapproving the proposed rule change, 

however, by not more than 60 days if 

the Commission determines that a 

longer period is appropriate and 

publishes the reasons for such 

determination. The proposed rule 

change was published for comment in 

the Federal Register on September 10, 

2021.11 The 180th day after publication 

of the proposed rule change is March 9, 

2022. The Commission is extending the 

time period for approving or 

disapproving the proposed rule change, 

as modified by Amendment No. 2, for 

an additional 60 days. 

The Commission finds that it is 

appropriate to designate a longer period 

within which to issue an order 

approving or disapproving the proposed 

rule change, as modified by Amendment 

No. 2, so that it has sufficient time to 

consider the proposed rule change, as 

modified by Amendment No. 2, and the 

issues raised in the comments that have 

been submitted in connection therewith. 

Accordingly, the Commission, pursuant 

to Section 19(b)(2) of the Act,12

designates May 8, 2022, as the date by 

which the Commission shall either 

approve or disapprove the proposed 

rule change, as modified by Amendment 

No. 2 (File No. SR–NYSE–2021–45). 


khammond on DSKJM1Z7X2PROD with NOTICES