Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices 38519 

1 44 U.S.C. 3501–3520. 

2The rule defines a Financial Intermediary as: (i) 

Any broker, dealer, bank, or other person that holds 

securities issued by the fund in nominee name; (ii) 

a unit investment trust or fund that invests in the 

fund in reliance on section 12(d)(i)(E) of the Act; 

and (iii) in the case of a participant directed 

employee benefit plan that owns the securities 

issued by the fund, a retirement plan’s 

administrator under section 316(A) of the Employee 

Retirement Security Act of 1974 (29 U.S.C. 

1002(16)(A) or any person that maintains the plans’ 

participant records. Financial Intermediary does not 

include any person that the fund treats as an 

individual investor with respect to the fund’s 

policies established for the purpose of eliminating 

or reducing any dilution of the value of the 

outstanding securities issued by the fund. Rule 22c– 

2(c)(1). 

SF–3 takes approximately 1,380 hours 

per response and is filed by 

approximately 71 issuers annually. The 

information collected is intended to 

ensure that the information required to 

be filed by the Commission permits 

verification of compliance with 

securities law requirements and assures 

the public availability of such 

information in the asset-backed 

securities market. We estimate that 25% 

of the 1,383.21 hours per response 

(345.80 hours) is prepared by the issuer 

for a total annual reporting burden of 

24,552 hours (345.80 hours per response 

× 71 responses). 

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 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) www.reginfo.gov/public/do/ 

PRAMain and (ii) David Bottom, 

Director/Chief Information Officer, 

Securities and Exchange Commission, 

c/o Cynthia Roscoe, 100 F Street NE, 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov. 

Dated: July 1, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15435 Filed 7–20–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–334, OMB Control No. 

3235–0380] 

Submission for OMB Review; 

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: 

Form F–10 

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’’) has submitted to the 

Office of Management and Budget this 

request for extension of the previously 

approved collection of information 

discussed below. 

Form F–10 (17 CFR 239.40) is a 

registration statement under the 

Securities Act of 1933 (15 U.S.C. 77a et 

seq.) that may be used by a foreign 

private issuer that: Is incorporated or 

organized in Canada; has been subject 

to, and in compliance with, Canadian 

reporting requirements for at least 12 

months; and has an aggregate market 

value of common stock held by nonaffiliates of at least $75 million. The 

purpose of this information collection is 

to permit verification of compliance 

with securities law requirements and 

assure the public availability of such 

information. We estimate that Form F– 

10 takes 28.98 hours per response and 

is filed by 77 respondents. We further 

estimate that 25% of the 28.98 hours per 

response (7.25 hours) is prepared by the 

issuer for an annual reporting burden of 

558 hours (7.25 hours per response × 77 

responses). 

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 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) www.reginfo.gov/public/do/ 

PRAMain and (ii) David Bottom, 

Director/Chief Information Officer, 

Securities and Exchange Commission, 

c/o Cynthia Roscoe, 100 F Street NE, 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov. 

Dated: July 15, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15431 Filed 7–20–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–541, OMB Control No. 

3235–0620] 

Proposed Collection; Comment 

Request; Extension: Rule 22c–2 

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 (the 

‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

Rule 22c–2 (17 CFR 270.22c–2) under 

the Investment Company Act of 1940 

(15 U.S.C. 80a) (the ‘‘Investment 

Company Act’’ or ‘‘Act’’) requires the 

board of directors (including a majority 

of independent directors) of most 

registered open-end investment 

companies (‘‘funds’’) to either approve a 

redemption fee of up to two percent or 

determine that imposition of a 

redemption fee is not necessary or 

appropriate for the fund. Rule 22c–2 

also requires a fund to enter into written 

agreements with their financial 

intermediaries (such as broker-dealers 

and retirement plan administrators) 

under which the fund, upon request, 

can obtain certain shareholder identity 

and trading information from the 

intermediaries. The written agreement 

must also allow the fund to direct the 

intermediary to prohibit further 

purchases or exchanges by specific 

shareholders that the fund has 

identified as being engaged in 

transactions that violate the fund’s 

market timing policies. These 

requirements enable funds to obtain the 

information that they need to monitor 

the frequency of short-term trading in 

omnibus accounts and enforce their 

market timing policies. 

The rule includes three ‘‘collections 

of information’’ within the meaning of 

the Paperwork Reduction Act of 1995 

(‘‘PRA’’).1 First, the rule requires boards 

to either approve a redemption fee of up 

to two percent or determine that 

imposition of a redemption fee is not 

necessary or appropriate for the fund. 

Second, funds must enter into 

information sharing agreements with all 

of their ‘‘financial intermediaries’’ 2 and 

maintain a copy of the written 

information sharing agreement with 

each intermediary in an easily 


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38520 Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices 

3This estimate is based on the number of 

registrants filing initial Form N–1A or N–3 from 

2017 to 2019. This estimate does not carve out 

money market funds, ETFs, or funds that 

affirmatively permit short-term trading of their 

securities, so this estimate corresponds to the outer 

limit of the number of registrants that would have 

to make this determination. 

4Unless otherwise stated, estimates throughout 

this analysis are derived from a survey of funds and 

conversations with fund representatives. 

5The estimate of $4,465 per hour for the board’s 

time as a whole is based on conversations with 

representatives of funds and their legal counsel. 

6The $72 per hour figure for a compliance clerk 

is from SIFMA’s Office Salaries in the Securities 

Industry 2013, modified by Commission staff to 

account for an 1,800-hour work-year and inflation, 

and multiplied by 2.93 to account for bonuses, firm 

size, employee benefits and overhead. 7The $373 per hour figure for internal 

compliance counsel is from SIFMA’s Management 

& Professional Earnings in the Securities Industry 

2013, 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. 

8This calculation is based on the following 

estimates: (2 hours of board time + 3 hours of 

internal compliance counsel time + 8 hours of 

compliance clerk time = 13 hours). 

9This calculation is based on the following 

estimates: ($8,930 ($4,465 board time × 2 hours = 

$8,930) + $576 ($72 compliance time × 8 hours = 

$576) + $1,119 ($373 attorney time × 3 hours = 

$1,119) = $10,625). 

10This calculation is based on the following 

estimates: (13 hours × 36 funds = 468 hours); 

($10,625 × 36 funds = $382,500). 

11 ICI, 2020 Investment Company Fact Book at Fig 

2.12 (2020) (https://www.ici.org/research/stats/ 

factbook). 

12The $425 per hour figure for attorneys is from 

SIFMA’s Management & Professional Earnings in 

the Securities Industry 2013, 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. 13This estimate is based on the following 

calculations: (4 hours × 3 new intermediaries = 12 

hours); (12 hours × $425 = $5,100). 

14This estimate is based on the following 

calculations: (12 hours × 840 fund groups = 10,080 

hours); (10,080 hours × $425 = $4,284,000). 

15 ICI, 2020 Investment Company Fact Book at Fig 

2.12 (2020) (https://www.ici.org/research/stats/ 

factbook). 

16Commission staff understands that funds 

generally use a standard information sharing 

agreement, drafted by the fund or an outside entity, 

and then modifies that agreement according to the 

requirements of each intermediary. 

17The $425 per hour figure for an attorney is from 

SIFMA’s Management & Professional Earnings in 

the Securities Industry 2013, 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. 

accessible place for six years. Third, 

pursuant to the information sharing 

agreements, funds must have systems 

that enable them to request frequent 

trading information upon demand from 

their intermediaries, and to enforce any 

restrictions on trading required by funds 

under the rule. 

The collections of information created 

by rule 22c–2 are necessary for funds to 

effectively assess redemption fees, 

enforce their policies in frequent 

trading, and monitor short-term trading, 

including market timing, in omnibus 

accounts. These collections of 

information are mandatory for funds 

that redeem shares within seven days of 

purchase. The collections of information 

also are necessary to allow Commission 

staff to fulfill its examination and 

oversight responsibilities. 

Rule 22c–2(a)(1) requires the board of 

directors of all registered open-end 

management investment companies and 

series thereof (except for money market 

funds, ETFs, or funds that affirmatively 

permit short-term trading of its 

securities) to approve a redemption fee 

for the fund, or instead make a 

determination that a redemption fee is 

either not necessary or appropriate for 

the fund. Commission staff understands 

that the boards of all funds currently in 

operation have undertaken this process 

for the funds they currently oversee, and 

the rule does not require boards to 

review this determination periodically 

once it has been made. Accordingly, we 

expect that only boards of newly 

registered funds or newly created series 

thereof would undertake this 

determination. Commission staff 

estimates that 36 funds (excluding 

money market funds and ETFs) are 

newly formed each year and would 

need to make this determination.3

Based on conversations with fund 

representatives,4 Commission staff 

estimates that it takes 2 hours of the 

board’s time as a whole (at a rate of 

$4,465 per hour) 5 to approve a 

redemption fee or make the required 

determination on behalf of all series of 

the fund. In addition, Commission staff 

estimates that it takes compliance 

personnel of the fund 8 hours (at a rate 

of $72 per hour) 6 to prepare trading, 

compliance, and other information 

regarding the fund’s operations to 

enable the board to make its 

determination, and takes internal 

compliance counsel of the fund 3 hours 

(at a rate of $373 per hour) 7 to review 

this information and present its 

recommendations to the board. 

Therefore, for each fund board that 

undertakes this determination process, 

Commission staff estimates it expends 

13 hours 8 at a cost of $10,625.9 As a 

result, Commission staff estimates that 

the total time spent for all funds on this 

process is 468 hours at a cost of 

$382,500.10

Rule 22c–2(a)(2) also requires a fund 

to enter into information-sharing 

agreements with each of its financial 

intermediaries. Commission staff 

understands that all currently registered 

funds have already entered into such 

agreements with their intermediaries. 

Funds enter into new relationships with 

intermediaries from time to time, 

however, which requires them to enter 

into new information sharing 

agreements. Commission staff 

understands that, in general, funds enter 

into information-sharing agreement 

when they initially establish a 

relationship with an intermediary, 

which is typically executed as an 

addendum to the distribution 

agreement. The Commission staff 

understands that most shareholder 

information agreements are entered into 

by the fund group (a group of funds 

with a common investment adviser), 

and estimates that there are currently 

840 currently active fund groups.11

Commission staff estimates that, on 

average, each active fund group enters 

into relationships with 3 new 

intermediaries each year. Commission 

staff understands that funds generally 

use a standard information sharing 

agreement, drafted by the fund or an 

outside entity, and modifies that 

agreement according to the 

requirements of each intermediary. 

Commission staff estimates that 

negotiating the terms and entering into 

an information sharing agreement takes 

a total of 4 hours of attorney time (at a 

rate of $425 per hour) 12 per 

intermediary (representing 2.5 hours of 

fund attorney time and 1.5 hours of 

intermediary attorney time). 

Accordingly, Commission staff 

estimates that it takes 12 hours at a cost 

of $5,100 each year 13 to enter into new 

information sharing agreements, and all 

existing market participants incur a total 

of 10,080 hours at a cost of $4,284,000.14

In addition, newly created funds 

advised by new entrants (effectively 

new fund groups) must enter into 

information sharing agreements with all 

of their financial intermediaries. 

Commission staff estimates that there 

are 41 new fund groups that form each 

year that will have to enter into 

information sharing agreements with 

each of their intermediaries.15

Commission staff estimates that fund 

groups formed by new advisers typically 

have relationships with significantly 

fewer intermediaries than existing fund 

groups, and estimates that new fund 

groups will typically enter into 100 

information sharing agreements with 

their intermediaries when they begin 

operations.16 As discussed previously, 

Commission staff estimates that it takes 

4 hours of attorney time (at a rate of 

$425 per hour) 17 per intermediary to 

enter into information sharing 

agreements. Therefore, Commission staff 


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Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices 38521 

18This estimate is based on the following 

calculations: (4 hours × 100 intermediaries = 400 

hours); (400 hours × $425 = $170,000). 

19This estimate is based on the following 

calculations: (41 fund groups × 400 hours = 16,400 

hours) ($425 × 16,400 = 6,970,000). 

20 ICI, 2020 Investment Company Fact Book at Fig 

2.12 (2020) (https://www.ici.org/research/stats/ 

factbook). 

21The $64 per hour figure for a general clerk is 

derived from SIFMA’s Office Salaries in the 

Securities Industry 2013 modified to account for an 

1,800-hour work-year and inflation, and multiplied 

by 2.93 to account for bonuses, firm size, employee 

benefits, and overhead. 

22This estimate is based on the following 

calculations: (10 minutes × 840 fund groups = 8,400 

minutes); (8,400 minutes/60 = 140 hours); (140 

hours × $64 = $8,960). 

23This estimate is based on the following 

calculations: (10,080 hours + 16,400 hours + 140 

hours = 26,620 hours); ($4,284,000 + $6,970,000 + 

$8,960 = $11,262,960). 

24This estimate is based on the following 

calculations: (52 + 365 = 417); (417 × 840 fund 

groups = 350,280). 

25This estimate is based on the following 

calculations: (468 hours (board determination) + 

26,620 hours (information sharing agreements) = 

27,088 total hours); ($382,500 (board determination) 

+ $11,262,960 (information sharing agreements) = 

$11,645,460). 

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

2 17 CFR 240.19b–4. 

3Self-Regulatory Organizations; ICE Clear Europe 

Limited; Notice of Filing of Proposed Rule Change 

Relating to the Clearing Rules, Clearing Procedures, 

Finance Procedures, Delivery Procedures, CDS 

Procedures, Membership Procedures, Complaint 

Resolution Procedures and General Contract Terms, 

Exchange Act Release No. 34–92020 (May 26, 2021); 

86 FR 29612 (June 2, 2021) (SR–ICEEU–2021–010). 

estimates that each newly formed fund 

group will incur 400 hours of attorney 

time at a cost of $170,000 18 and that all 

newly formed fund groups will incur a 

total of 16,400 hours at a cost of 

$6,970,000 to enter into information 

sharing agreements with their 

intermediaries.19

Rule 22c–2(a)(3) requires funds to 

maintain records of all informationsharing agreements for 6 years in an 

easily accessible place. Commission 

staff understands that most shareholder 

information agreements are stored at the 

fund group level and estimates that 

there are currently approximately 840 

fund groups.20 Commission staff 

understands that information-sharing 

agreements are generally included as 

addendums to distribution agreements 

between funds and their intermediaries, 

and that these agreements would be 

stored as required by the rule as a matter 

of ordinary business practice. Therefore, 

Commission staff estimates that 

maintaining records of informationsharing agreements requires 10 minutes 

of time spent by a general clerk (at a rate 

of $64 per hour) 21 per fund, each year. 

Accordingly, Commission staff 

estimates that all funds will incur 140 

hours at a cost of $8,960 22 in complying 

with the recordkeeping requirement of 

rule 22c–2(a)(3). 

Therefore, Commission staff estimates 

that to comply with the information 

sharing agreement requirements of rule 

22c–2(a)(2) and (3), it requires a total of 

26,620 hours at a cost of $11,262,960.23

The Commission staff estimates that 

on average, each fund group requests 

shareholder information once a week, 

and gives instructions regarding the 

restriction of shareholder trades every 

day, for a total of 417 responses related 

to information sharing systems per fund 

group each year, and a total 350,280 

responses for all fund groups 

annually.24 In addition, as described 

above, the staff estimates that funds 

make 36 responses related to board 

determinations, 2,520 responses related 

to new intermediaries of existing fund 

groups, 4,100 responses related to new 

fund group information sharing 

agreements, and 840 responses related 

to recordkeeping, for a total of 7,496 

responses related to the other 

requirements of rule 22c–2. Therefore, 

the Commission staff estimates that the 

total number of responses is 357,776 

(350,280 + 7,496 = 357,776). 

The Commission staff estimates that 

the total hour burden for rule 22c–2 is 

27,088 hours at a cost of $11,645,460.25

Responses provided to the Commission 

will be accorded the same level of 

confidentiality accorded to other 

responses provided to the Commission 

in the context of its examination and 

oversight program. Responses provided 

in the context of the Commission’s 

examination and oversight program are 

generally kept confidential. Complying 

with the information collections of rule 

22c–2 is mandatory for funds that 

redeem their shares within 7 days of 

purchase. 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. 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden of the 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. 

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 15, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15426 Filed 7–20–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92418; File No. SR–ICEEU– 

2021–010] 

Self-Regulatory Organizations; ICE 

Clear Europe Limited; Notice of Partial 

Amendment No. 1 and Designation of 

Longer Period for Commission Action 

on Proposed Rule Change Relating to 

the Clearing Rules, Clearing 

Procedures, Finance Procedures, 

Delivery Procedures, CDS Procedures, 

Membership Procedures, Complaint 

Resolution Procedures, and General 

Contract Terms 

July 15, 2021. 

I. Introduction 

On May 13, 2021, ICE Clear Europe 

Limited (‘‘ICE Clear Europe’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

amend its Clearing Rules, Clearing 

Procedures, Finance Procedures, 

Delivery Procedures, CDS Procedures, 

Membership Procedures, Complaint 

Resolution Procedures, and General 

Contract Terms to make various updates 

and enhancements. The proposed rule 

change was published for comment in 

the Federal Register on June 2, 2021.3

To date, the Commission has not 

received comments on the proposed 

rule change. On June 16, 2021, ICE Clear 

Europe filed Partial Amendment No. 1 

to the proposed rule change. The 

Commission is publishing this notice to 

solicit comments on Partial Amendment 

No. 1 and to designate a longer period 

for action on the proposed rule change, 

as modified by Partial Amendment No. 

1. 

II. Notice of Partial Amendment No. 1 

and Solicitation of Comments 

On June 16, 2021, ICE Clear Europe 

filed Partial Amendment No. 1 to 

update Exhibit 5D, the Delivery 


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