64642 Federal Register / Vol. 75, No. 202 / Wednesday, October 20, 2010 / Rules and Regulations 

1 15 U.S.C. 77a et seq.; Securities Act Release No. 

8996 (Jan. 8, 2009) [74 FR 3138 (Jan. 16, 2009)]. 

2 44 U.S.C. 3501 et seq. 

3These changes in the burden estimates are the 

result of the adoption of rules enhancing 

information provided in connection with proxy 

solicitations and in other reports filed with the 

Commission. Securities Act Release No. 9089 (Dec. 

16, 2009) [74 FR 68334 (Dec. 23, 2009)]. That 

rulemaking assigned an incremental burden 

increase of 16 hours per response on Form S–1. We 

estimated that 25% of that burden would be carried 

by the company internally and that 75% of the 

burden would by carried by outside professionals 

retained by the company at an average cost of $400 

per hour. Accordingly, we estimated an incremental 

internal burden increase of 4 (25% of 16) hours and 

an incremental external cost increase of $4800 (75% 

of 16 = 12 and 12 × $400 = $4800) for each 

response, including the 400 additional responses 

that we had expected as a result of rule 151A. Thus, 

the rulemaking assigned an additional burden for 

the 400 responses of 1600 (400 × 4) hours and 

$1,920,000 (400 × $4800). In addition, another 

rulemaking following the adoption of rule 151A 

also resulted in a change in the burden estimate for 

Form S–1. Securities Release No. 33–8995 (Dec. 31, 

2008) [74 FR 2158 (Jan. 14, 2009)]. However, that 

rulemaking modified reporting requirements for oil 

and gas companies and did not affect the estimated 

burden for the additional 400 filers under rule 

151A. 4 5 U.S.C. 553(b)(B). 

Dated: October 14, 2010. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2010–26348 Filed 10–19–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

17 CFR Part 230 

[Release No. 33–9152; File No. S7–14–08] 

RIN 3235–AK16 

Indexed Annuities 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Final rule; withdrawal; request 

for comment on Paperwork Reduction 

Act burden estimate. 

SUMMARY: We are withdrawing rule 

151A under the Securities Act of 1933, 

which defines the terms ‘‘annuity 

contract’’ and ‘‘optional annuity 

contract’’ under the Act. On July 12, 

2010, the United States Court of 

Appeals for the District of Columbia 

Circuit issued an order vacating the 

rule. 

DATES: 17 CFR 230.151A (Rule 151A), 

published at 74 FR 3175 (January 16, 

2009) and effective on January 12, 2011, 

is withdrawn as of October 20, 2010. 

FOR FURTHER INFORMATION CONTACT: 

Michael L. Kosoff, Senior Counsel, 

Office of Insurance Products, Division of 

Investment Management, at (202) 551– 

6795, Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549–8629. 

SUPPLEMENTARY INFORMATION: On 

January 8, 2009, the Commission issued 

a release adopting rule 151A under the 

Securities Act of 1933.1 Rule 151A 

defines the terms ‘‘annuity contract’’ and 

‘‘optional annuity contract’’ under the 

Securities Act. The rule was intended to 

clarify the status under the Federal 

securities laws of indexed annuities, 

under which payments to the purchaser 

are dependent on the performance of a 

securities index. On July 12, 2010, the 

United States Court of Appeals for the 

District of Columbia Circuit issued an 

order vacating rule 151A in American 

Equity Investment Life Insurance 

Company, et al. v. Securities and 

Exchange Commission, No. 09–1021 

(D.C. Cir.). Accordingly, the 

Commission hereby withdraws rule 

151A, which was published at 74 FR 

3175 (Jan. 16, 2009). 

Paperwork Reduction Act 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 

1995,2 the Commission is soliciting 

comment on changes to a collection of 

information necessitated by the Court 

order vacating rule 151A. The 

Commission is submitting this existing 

collection of information to the Office of 

Management and Budget for change and 

approval. 

The burdens associated with rule 

151A are currently approved under the 

‘‘collection of information’’ requirements 

for Form S–1 under the Securities Act 

of 1933 (‘‘Form S–1’’ (OMB Control No. 

3235–0065)). This form sets forth the 

disclosure requirements for registration 

statements that are prepared by eligible 

issuers. The Commission previously 

estimated that there would be an annual 

increase of 400 responses on Form S–1. 

In connection with this increase in 

expected responses, the Commission 

increased the estimated burden for Form 

S–1 by 60,000 hours of internal staff 

time and $72 million of external 

professional costs. 

Since the Commission’s adoption of 

rule 151A, the Commission has adopted 

changes to the information required by 

Form S–1, which have further increased 

the total hours and cost burden 

associated with the 400 additional 

responses that we estimated would 

result from the adoption of rule 151A by 

approximately 1,600 hours and 

$1,920,000.3

As a result of the Court order, the 

Commission no longer expects that 

there will be an annual increase of 400 

responses on Form S–1, and believes 

that the estimate of the corresponding 

burdens for Form S–1 should be 

decreased by the amount of the burden 

associated with those 400 responses. 

Accordingly, the Commission estimates 

that the Court order will have the effect 

of decreasing the estimated burden for 

Form S–1 by 61,600 hours of internal 

staff time (60,000 plus 1,600) and 

$73,920,000 for external professional 

costs ($72,000,000 plus $1,920,000). 

The information collection 

requirements related to Form S–1 are 

mandatory. There is no mandatory 

retention period for the information 

disclosed, and the information disclosed 

is made publicly available on the 

EDGAR filing system. 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. 

We request comment on the accuracy 

of the Commission’s estimate of the 

change in the burden for Form S–1. 

Persons wishing to submit comments on 

the collection of information 

requirements should direct them to the 

Office of Management and Budget, 

Attention Desk Officer for the Securities 

and Exchange Commission, Office of 

Information and Regulatory Affairs, 

Washington, DC 20503 and should send 

a copy to Elizabeth M. Murphy, 

Secretary, Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549–1090, with 

reference to File No. S7–14–08. 

Requests for materials submitted to 

OMB by the Commission with regard to 

this collection of information should be 

in writing, refer to File No. S7–14–08, 

and be submitted to the Securities and 

Exchange Commission, Office of 

Investor Education and Advocacy, 100 F 

Street, NE., Washington, DC 20549– 

0213. OMB is required to make a 

decision concerning the collection of 

information between 30 and 60 days 

after publication of this release. 

Consequently, a comment to OMB is 

best assured of having its full effect if 

OMB receives it within 30 days after 

publication. 

Procedural and Other Matters 

Section 553 of the Administrative 

Procedure Act provides that when an 

agency for good cause finds that notice 

and public comment procedures are 

impracticable, unnecessary, or contrary 

to the public interest, the agency may 

issue a rule without providing notice 

and an opportunity for public 

comment.4 The Commission has 

determined that there is good cause for 

making today’s withdrawal of rule 151A 

final without prior proposal and 


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Federal Register / Vol. 75, No. 202 / Wednesday, October 20, 2010 / Rules and Regulations 64643 

5This finding also satisfies the requirements of 5 

U.S.C. 808(2) (if a Federal agency finds that notice 

and public comment are ‘‘impracticable, 

unnecessary or contrary to the public interest,’’ a 

rule ‘‘shall take effect at such time as the Federal 

agency promulgating the rule determines’’), 

allowing the withdrawal to become effective 

notwithstanding the requirement of 5 U.S.C. 801. 

No analysis is required under the Regulatory 

Flexibility Act. See 5 U.S.C. 601(2) (for purposes of 

Regulatory Flexibility Act analysis, the term ‘‘rule’’ 

means any rule for which the agency publishes a 

general notice of proposed rulemaking). 

6See 5 U.S.C. 553(d). 

1All references to the Exchange Act contained in 

this release refer to the Securities Exchange Act of 

1934, as amended by the Dodd-Frank Act. 

opportunity for comment. Because of 

the Court order vacating rule 151A, the 

Commission’s action to withdraw the 

rule is ministerial in nature. 

Accordingly, the Commission for good 

cause finds that a notice and comment 

period is unnecessary.5

The Administrative Procedure Act 

also generally requires that an agency 

publish an adopted rule in the Federal 

Register 30 days before it becomes 

effective.6 This requirement, however, 

does not apply if the agency finds good 

cause for making this action to 

withdraw rule 151A effective sooner. 

For the reason discussed above, the 

Commission finds that there is good 

cause to make withdrawal of the rule 

effective immediately. 

The Commission considers the costs 

and benefits of its rules and regulations. 

As discussed above, rule 151A was 

vacated by the Court and the action the 

Commission takes today merely 

implements the Court’s decision. Our 

action to withdraw the rule is 

ministerial and therefore will have no 

separate economic effect. 

Conclusion 

Therefore, for the reasons set out in 

the preamble, 17 CFR 230.151A (rule 

151A), published at 74 FR 3175 (January 

16, 2009) and effective on January 12, 

2011, is withdrawn. 

By the Commission. 

Dated: October 14, 2010. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2010–26347 Filed 10–19–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

17 CFR Part 240 

[Release No. 34–63094; File No. S7–28–10] 

RIN 3235–AK73 

Reporting of Security-Based Swap 

Transaction Data 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Interim final temporary rule; 

request for comments. 

SUMMARY: Section 766 of Title VII of the 

Dodd-Frank Wall Street Reform and 

Consumer Protection Act (‘‘Dodd-Frank 

Act’’) requires the Securities and 

Exchange Commission (‘‘Commission’’) 

to adopt an interim final rule for the 

reporting of security-based swaps 

entered into before July 21, 2010, the 

terms of which had not expired as of 

that date (‘‘pre-enactment security-based 

swap transactions’’), within 90 days of 

the enactment of the Dodd-Frank Act. 

Pursuant to this requirement, the 

Commission today is adopting an 

interim final temporary rule that 

requires specified counterparties to preenactment security-based swap 

transactions to report certain 

information relating to pre-enactment 

security-based swaps to a registered 

security-based swap data repository or 

to the Commission by the compliance 

date established in the security-based 

swap reporting rules required under 

Sections 3C(e) and 13A(a) of the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’),1 or within 60 days 

after a registered security-based swap 

data repository commences operations 

to receive and maintain data concerning 

such security-based swaps, whichever 

occurs first and report information 

relating to pre-enactment security-based 

swaps to the Commission upon request. 

The Commission also is issuing an 

Interpretive Note to the rule that states 

that counterparties that may be required 

to report to the Commission will need 

to preserve information pertaining to the 

terms of these pre-enactment securitybased swaps. 

DATES: Effective Date: § 240.13Aa–2T is 

effective October 20, 2010 and will 

remain in effect until January 12, 2012. 

If the Commission publishes permanent 

recordkeeping and reporting rules for 

security-based transactions before 

January 12, 2012, that rule will 

terminate the effectiveness of 

§ 240.13Aa–2T. 

Comment Date: Comments on the 

interim final temporary rule should be 

received on or before December 20, 

2010. 

ADDRESSES: Comments may be 

submitted by any of the following 

methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/final.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number S7–28–10 on the subject line; 

or 

• Use the Federal eRulemaking Portal 

(http://www.regulations.gov). Follow the 

instructions for submitting comments. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number S7–28–10. This file number 

should be included on the subject line 

if e-mail is used. To help us process and 

review your comments more efficiently, 

please use only one method. The 

Commission will post all comments on 

the Commission’s Internet Web site 

(http://www.sec.gov/rules/interim-finaltemp.shtml). Comments are also 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street, NE., 

Washington, DC 20549 on official 

business days between the hours of 10 

a.m. and 3 p.m. All comments received 

will be posted without change; the 

Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. 

FOR FURTHER INFORMATION CONTACT: 

David Michehl, Senior Special Counsel, 

at (202) 551–5627, Sarah Albertson, 

Special Counsel, at (202) 551–5647, 

Natasha Cowen, Special Counsel, at 

(202) 551–5652, Yvonne Fraticelli, 

Special Counsel, at (202) 551–5654, 

Geoffrey Pemble, Special Counsel, at 

(202) 551–5628, Brian Trackman, 

Special Counsel, at (202) 551–5616, Mia 

Zur, Special Counsel, at (202) 551–5638, 

Kathleen Gray, Attorney, at (202) 551– 

5305, Division of Trading and Markets, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–7010. 

SUPPLEMENTARY INFORMATION: The 

Commission is adopting Rule 13Aa–2T 

under the Exchange Act as an interim 

final temporary rule. We are soliciting 

comments on all aspects of this interim 

final temporary rule. We will carefully 

consider the comments that we receive 

and will address them, if applicable, in 

connection with the permanent 

reporting rules the Commission is 

required to adopt under the Dodd-Frank 

Act. 


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