[Federal Register Volume 61, Number 109 (Wednesday, June 5, 1996)]
[Notices]
[Pages 28628-28629]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-14017]



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SECURITIES AND EXCHANGE COMMISSION

Proposed Collection; Comment Request

    Upon Written Request, Copies Available From: Securities and 
Exchange Commission, Office of Filings and Information Services, 
Washington, DC 20549.

Extension

Rule 17a-22--SEC File No. 270-202; OMB Control No. 3235-0196.
Rule 17Ab2-1 and Form CA-1--SEC File No. 270-203; OMB Control No. 
3235-0195.
Rule 17Ac3-1(a) and Form TA-W--SEC File No. 270-96; OMB Control No. 
3235-0151.

    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'') is publishing the following summaries of 
collections for public comment.
    Rule 17a-22, which was adopted pursuant to section 17A of the 
Securities Exchange Act of 1934 (``Act''), requires all registered 
clearing agencies to file with the Commission three copies of all 
materials they issue or make generally available to their participants 
or other entities with whom they have a significant relationship. The 
filings with the Commission must be made within ten days after the 
materials are issued, and when the Commission is not the appropriate 
regulatory agency, the clearing agency must file one copy of the 
material with its appropriate regulatory agency. The Commission is 
responsible for overseeing clearing agencies and uses the information 
filed pursuant to Rule 17a-22 to determine whether a clearing agency is 
implementing procedural or policy changes. The information filed aides 
the Commission in determining whether such changes are consistent with 
the purposes of Section 17A of the Act. Also, the Commission uses the 
information to determine whether a clearing agency has changed its 
rules without reporting the actual or prospective change to the 
Commission as required under Section 19(b) of the Act.
    The respondents to Rule 17a-22 generally are registered clearing 
agencies.\1\ The frequency of filings made by clearing agencies 
pursuant to Rule 17a-22 varies, but on average there are approximately 
200 filings per year per clearing agency. Because the filings consist 
of materials that have been prepared for widespread distribution, the 
additional cost to the clearing agencies associated with submitting 
copies to the Commission is relatively small. The Commission staff 
estimates that the cost of compliance with Rule 17a-22 to all 
registered clearing agencies is approximately $3500. This represents 
one dollar per filing in postage, or a total of $2800. The remaining 
$700 (or 20% of the total cost of compliance) is the estimated cost of 
additional printing, envelopes, and other administrative expenses.
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    \1\ Respondents include temporarily registered clearing 
agencies. Respondents also may include clearing agencies granted 
exemptions from the registration requirements of Section 17A, 
conditioned upon compliance with Rule 17a-22.
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    Rule 17Ab2-1 and Form CA-1 require clearing agencies to register 
with the Commission and to meet certain requirements with regard to, 
among other things, a clearing agency's organization, capacities, and 
rules. The information is collected from the clearing agency upon the 
initial application for registration on Form CA-1. Thereafter, 
information is collected by amendment to the initial Form CA-1 when a 
material change in circumstances necessitates modification of the 
information previously provided to the Commission.
    The Commission uses the information disclosed on Form CA-1 to (i) 
determine whether an applicant meets the standards for registration set 
forth in Section 17A of the Act, (ii) enforce compliance with the Act's 
registration requirement, and (iii) provide information about specific 
registered clearing agencies for compliance and investigatory purposes. 
Without Rule 17Ab2-1, the Commission could not perform these duties as 
statutorily required.
    There are currently thirteen registered clearing agencies and one 
clearing agency that has been granted an exemption from registration. 
The Commission staff estimates that each initial Form CA-1 requires 
approximately 130 hours to complete and submit for approval. Hours 
required for amendments to Form CA-1 that must be submitted to the 
Commission in connection with material changes to the

[[Page 28629]]

initial Form CA-1 can vary, depending upon the nature and extent of the 
amendment. Since the Commission only receives an average of one 
submission per year, the aggregate annual burden associated with 
compliance with Rule 17Ab2-1 and Form CA-1 is 130 hours. Based upon the 
staff's experience, the average cost to clearing agencies of preparing 
and filing the initial Form CA-1 is estimated to be $15,000.
    Subsection (c)(3)(C) of Section 17A of the Act authorizes transfer 
agents registered with an appropriate regulatory agency (``ARA'') to 
withdraw from registration by filing with the ARA a written notice of 
withdrawal and by agreeing to such terms and conditions as the ARA 
deems necessary or appropriate in the public interest, for the 
protection of investors, or in furtherance of the purposes of Section 
17A.
    In order to implement Section 17A(c)(3)(C) of the Act the 
Commission, on September 1, 1977, promulgated Rule 17Ac3-1(a) and 
accompanying Form TA-W. Rule 17Ac3-1(a) provides that notice of 
withdrawal from registration as a transfer agent with the Commission 
shall be filed on Form TA-W. Form TA-W requires the withdrawing 
transfer agent to provide the Commission with certain information, 
including: (1) The locations where transfer agent activities are or 
were performed; (2) the reasons for ceasing the performance of such 
activities; (3) disclosure of unsatisfied judgments or liens; and (4) 
information regarding successor transfer agents.
    The Commission uses the information disclosed on Form TA-W to 
determine whether the registered transfer agent applying for withdrawal 
from registration as a transfer agent should be allowed to deregister 
and, if so, whether the Commission should attach to the granting of the 
application any terms or conditions necessary or appropriate in the 
public interest, for the protection of investors, or in furtherance of 
the purposes of Section 17A of the Act. Without Rule 17Ac3-1(a) and 
Form TA-W, transfer agents registered with the Commission would not 
have a means for voluntary deregistration when necessary or appropriate 
to do so.
    Respondents file approximately thirty Form TA-Ws with the 
Commission annually. The filing of a Form TA-W occurs only once, when a 
transfer agent is seeking deregistration. In view of the ready 
availability of the information requested by Form TA-W, its short and 
simple presentation, and the Commission's experience with the Form, we 
estimate that approximately one-half hour is required to complete Form 
TA-W, including clerical time. Thus, the total burden of fifteen hours 
of preparation for all transfer agents seeking deregistration in any 
one year is negligible.
    The Commission estimates a cost of approximately $30 for each half 
hour required to complete a Form TA-W. Therefore, based upon a total of 
fifteen hours, transfer agents spend approximately $900 each year to 
complete thirty Form TA-Ws.
    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 shall 
have practical utility; (b) the accuracy of the agency's estimate 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.
    Direct your written comments to Michael E. Bartell, Associate 
Executive Director, Office of Information Technology, Securities and 
Exchange Commission, 450 5th Street NW., Washington, DC 20549.

    Dated: May 23, 1996.
Jonathan G. Katz,
Secretary.
[FR Doc. 96-14017 Filed 6-4-96; 8:45 am]
BILLING CODE 8010-01-M