41528 Federal Register / Vol. 86, No. 145 / Monday, August 2, 2021 / Notices 

class of persons, securities or 

transactions, from any provisions of the 

Act, if and to the extent that such 

exemption is necessary or appropriate 

in the public interest and consistent 

with the protection of investors and the 

purposes fairly intended by the policy 

and provisions of the Act. Section 17(b) 

of the Act authorizes the Commission to 

exempt a proposed transaction from 

section 17(a) of the Act if evidence 

establishes that the terms of the 

transaction, including the consideration 

to be paid or received, are reasonable 

and fair and do not involve 

overreaching on the part of any person 

concerned, and the transaction is 

consistent with the policies of the 

registered investment company and the 

general purposes of the Act. Section 

12(d)(1)(J) of the Act provides that the 

Commission may exempt any person, 

security, or transaction, or any class or 

classes of persons, securities or 

transactions, from any provision of 

section 12(d)(1) if the exemption is 

consistent with the public interest and 

the protection of investors. Applicants 

submit that for the reasons stated in the 

Reference Order the requested relief 

meets the exemptive standards under 

sections 6(c), 17(b) and 12(d)(1)(J) of the 

Act. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–16373 Filed 7–30–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–349, OMB Control No. 

3235–0395] 

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 15g–6 

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 15g–6—Account 

Statements for Penny Stock 

Customers—(17 CFR 240.15g–6) 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 15g–6 requires brokers and 

dealers that sell penny stocks to provide 

their customers monthly account 

statements containing information with 

regard to the penny stocks held in 

customer accounts. The purpose of the 

rule is to increase the level of disclosure 

to investors concerning penny stocks 

generally and specific penny stock 

transactions. 

The Commission estimates that 

approximately 178 broker-dealers will 

spend an average of approximately 78 

hours annually to comply with this rule. 

Thus, the total compliance burden is 

approximately 13,884 burden-hours per 

year. 

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 within 60 days of this 

publication. 

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 Cynthia 

Roscoe, 100 F Street NE, Washington, 

DC 20549, or send an email to: PRA_

Mailbox@sec.gov. 

Dated: July 28, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–16409 Filed 7–30–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–330, OMB Control No. 

3235–0372] 

Proposed Collection; Comment 

Request 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

Washington, DC 20549–0213 

Extension: 

Rule 15c2–12 

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 15c2–12— 

Municipal Securities Disclosure (17 CFR 

240.15c2–12) under the Securities 

Exchange Act of 1934 (15 U.S.C. 78a et 

seq.) (‘‘Exchange Act’’). The 

Commission plans to submit this 

existing collection of information to the 

Office of Management and Budget 

(‘‘OMB’’) for extension and approval. 

Paragraph (b) of Rule 15c2–12 

requires underwriters of municipal 

securities: (1) To obtain and review an 

official statement ‘‘deemed final’’ by an 

issuer of the securities, except for the 

omission of specified information prior 

to making a bid, purchase, offer, or sale 

of municipal securities; (2) in noncompetitively bid offerings, to send, 

upon request, a copy of the most recent 

preliminary official statement (if one 

exists) to potential customers; (3) to 

contract with the issuer to receive, 

within a specified time, sufficient 

copies of the final official statement to 

comply with Rule 15c2–12’s delivery 

requirement and the rules of the 

Municipal Securities Rulemaking Board 

(‘‘MSRB’’); (4) to send, upon request, a 

copy of the final official statement to 

potential customers for a specified 

period of time; and (5) before 

purchasing or selling municipal 

securities in connection with an 

offering, to reasonably determine that 

the issuer or the obligated person has 

undertaken, in a written agreement or 

contract, for the benefit of holders of 

such municipal securities, to provide 

certain information on a continuing 

basis to the MSRB in an electronic 

format as prescribed by the MSRB. The 

information to be provided consists of: 

(1) Certain annual financial and 

operating information and audited 

financial statements (‘‘annual filings’’); 

(2) notices of the occurrence of any of 

16 specific events (‘‘event notices’’); and 

(3) notices of the failure of an issuer or 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 86, No. 145 / Monday, August 2, 2021 / Notices 41529 

1 54,121 (annual number of event notices) × 4 

(average estimate of hours needed to prepare and 

submit each) + 61,964 (annual number of annual 

filings) × 7 (average estimate of hours needed to 

prepare and submit each) + 3,597 (annual number 

of failure to file notices) × 2 (average estimate of 

hours needed to prepare and submit each) = 

657,426 hours. 657,426 hours (estimated total 

annual burden on issuers) + 25,000 (estimated total 

annual MSRB burden) + 115,255 (estimated total 

annual burden on broker-dealers) = 797,681 hours. 

2 28,000 (number of issuers) × .65 (percentage of 

issuers that may use designated agents) × $850 

(estimated average annual cost for issuer’s use of 

designated agent to submit filings to the Rule) = 

$15,470,000. 

3 1,100 (estimate of number of event notices 

requiring outside counsel) × 4 (estimated number of 

hours for outside attorney to assist in the 

preparation of such event notice) × $400 (hourly 

wage for an outside attorney) = $1,760,000. The 

Commission recognizes that the costs of retaining 

outside professionals may vary depending on the 

nature of the professional services, but for purposes 

of this PRA analysis we estimate that costs of 

outside counsel would be an average of $400 per 

hour. 

4 $15,470,000 (estimated total cost for issuer’s use 

of designated agent to submit filings) + $1,760,000 

(estimated total cost for issuer to employ outside 

counsel in the examination, preparation, and filing 

of certain event notices) = $17,230,000. 

1See Securities Exchange Act Release No. 98 

(February 12, 1935). 

2See Securities Exchange Act Release No. 7011 

(February 5, 1963), 28 FR 1506 (February 16, 1963). 

obligated person to make a submission 

required by a continuing disclosure 

agreement (‘‘failure to file notices’’). 

Rule 15c2–12 is intended to enhance 

disclosure, and thereby reduce fraud, in 

the municipal securities market by 

establishing standards for obtaining, 

reviewing and disseminating 

information about municipal securities 

by their underwriters. 

Municipal offerings of less than $1 

million are exempt from the rule, as are 

offerings of municipal securities issued 

in large denominations that are sold to 

no more than 35 sophisticated investors 

or have short-term maturities. 

It is estimated that approximately 

28,000 issuers, 250 broker-dealers and 

the MSRB will spend a total of 797,681 

hours per year complying with Rule 

15c2–12.1 Based on data from the MSRB 

through December 2020, issuers 

annually submit approximately 61,964 

annual filings to the MSRB. Commission 

staff estimates that an issuer will require 

approximately seven hours to prepare 

and submit annual filings to the MSRB. 

Therefore, the total annual burden on 

issuers to prepare and submit 61,964 

annual filings to the MSRB is estimated 

to be 433,748 hours. Based on data from 

the MSRB through December 2020, 

issuers annually submit approximately 

54,121 event notices to the MSRB. 

Commission staff estimates that an 

issuer will require approximately four 

hours to prepare and submit event 

notices to the MSRB. Therefore, the total 

annual burden on issuers to prepare and 

submit 54,121 event notices to the 

MSRB is estimated to be 216,484 hours. 

Based on data from the MSRB through 

December 2020, issuers annually submit 

approximately 3,597 failure to file 

notices to the MSRB. Commission staff 

estimates that an issuer will require 

approximately two hours to prepare and 

submit failure to file notices to the 

MSRB. Therefore, the total annual 

burden on issuers to prepare and submit 

3,597 failure to file notices to the MSRB 

is estimated to be 7,194 hours. 

Commission staff estimates that the total 

annual burden on broker-dealers to 

comply with Rule 15c2–12 is 115,255 

hours. Finally, Commission staff 

estimates that the MSRB will incur an 

annual burden of 25,000 hours to 

collect, index, store, retrieve and make 

available the pertinent documents under 

Rule 15c2–12. 

The Commission estimates that up to 

65% of issuers may use designated 

agents to submit some or all of their 

continuing disclosure documents to the 

MSRB. The Commission estimates that 

the average total annual cost that may be 

incurred by issuers that use the services 

of a designated agent will be 

$15,470,000.2 Further, the Commission 

estimates that issuers will retain outside 

counsel to assist with filing 

approximately 1,100 event notices. The 

Commission estimates the average total 

annual cost incurred by issuers to retain 

outside counsel to assist in the 

evaluation and preparation of certain 

event notices will be $1,760,000.3 Thus, 

the total estimated cost to issuers to 

comply with the rule is $17,230,000.4

The Commission estimates that the 

MSRB will incur total annual costs of 

$670,000 to operate the continuing 

disclosure service for the MSRB’s 

Electronic Municipal Market Access 

(‘‘EMMA’’) system. 

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 to be 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 within 60 days of this 

publication. 

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 Cynthia 

Roscoe, 100 F Street NE, Washington, 

DC 20549, or send an email to: PRA_

Mailbox@sec.gov. 

Dated: July 28, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–16404 Filed 7–30–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–098, OMB Control No. 

3235–0081] 

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 12d2–1 

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 12d2–1(17 CFR 

240.12d2–1) under the Securities 

Exchange Act of 1934 (15 U.S.C. 78b et 

seq.) (‘‘Act’’). The Commission plans to 

submit this existing collection of 

information to the Office of 

Management and Budget (‘‘OMB’’) for 

extension and approval. 

On February 12, 1935, the 

Commission adopted Rule 12d2–1 1(’’ 

Suspension of Trading’’) to establish the 

procedures by which a national 

securities exchange may suspend from 

trading a security that is listed and 

registered on the exchange under 

Section 12(d) of the Act.2 Under Rule 

12d2–1, an exchange is permitted to 

suspend from trading a listed security in 

accordance with its rules, and must 

promptly notify the Commission of any 

such suspension, along with the 

effective date and the reasons for the 

suspension. 

Any such suspension may be 

continued until such time as the 

Commission may determine that the 

suspension is designed to evade the 


khammond on DSKJM1Z7X2PROD with NOTICES